GENERAL ELECTRIC CAPITAL SERVICES INC/CT
10-K405, 2000-03-17
PERSONAL CREDIT INSTITUTIONS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K

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


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

                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 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 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                     (203) 357-4000
 (Address of principal     (Zip Code)          (Registrant's telephone number,
   executive offices)                               including area code)
                           --------------------------

                         SECURITIES REGISTERED PURSUANT

                          TO SECTION 12(b) OF THE ACT:

                                                          Name of each
     Title of each class                          exchange on which registered

 7 1/2% Guaranteed Subordinated                      New York Stock Exchange
  Notes Due August 21, 2035


                         SECURITIES REGISTERED PURSUANT

                          TO SECTION 12(g) OF THE ACT:

                               Title of each class

                    Common Stock, par value $1,000 per share

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 __

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

At March 17, 2000, 1,012 shares of voting common stock,  which constitute all of
the outstanding common equity, with a par value of $1,000 were outstanding.

Aggregate market value of the outstanding common equity held by nonaffiliates of
the registrant at March 17, 2000. None.

                       DOCUMENTS INCORPORATED BY REFERENCE

The consolidated  financial statements of General Electric Company, set forth in
the Annual  Report on Form 10-K of General  Electric  Company for the year ended
December 31, 1999 are incorporated by reference into Part IV hereof.

Item 1.  Business - Property and Casualty  Reserves for Unpaid  Claims and Claim
Expenses,  set forth in the  Annual  Report on Form 10-K of GE Global  Insurance
Holding  Corporation  for the year ended  December 31, 1999 is  incorporated  by
reference into Part I hereof.

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


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                                TABLE OF CONTENTS

                                                                            Page

PART I

  Item 1.   Business .....................................................     1
  Item 2.   Properties ...................................................     9
  Item 3.   Legal Proceedings ............................................     9
  Item 4.   Submission of Matters to a Vote of Security Holders ..........     9

PART II

  Item 5.   Market for the Registrant's Common Equity and Related
               Stockholder Matters .......................................    10
  Item 6.   Selected Financial Data ......................................    10
  Item 7.   Management's Discussion and Analysis of Results of Operations .   10
  Item 7A.  Quantitative and Qualitative Disclosures About Market Risk ....   18
  Item 8.   Financial Statements and Supplementary Data ...................   19
  Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure .......................    41

PART III

  Item 10.  Directors and Executive Officers of the Registrant ...........    42
  Item 11.  Executive Compensation .......................................    42
  Item 12.  Security Ownership of Certain Beneficial Owners and Management    42
  Item 13.  Certain Relationships and Related Transactions ...............    42

PART IV

  Item 14.  Exhibits, Financial Statement Schedules, and Reports on
               Form 8-K ..................................................    43



<PAGE>


                                     PART I

Item 1.   Business.

GENERAL ELECTRIC CAPITAL SERVICES, INC.

General Electric Capital Services, Inc. (herein,  together with its consolidated
affiliates, called "GE Capital Services", "the Corporation" or "GECS" unless the
context  otherwise  requires) was incorporated in 1984 in the State of Delaware.
Until February 1993, the name of the Corporation was General Electric  Financial
Services,  Inc. All  outstanding  common  stock of GE Capital  Services is owned
directly or indirectly by General Electric Company,  a New York corporation ("GE
Company").  The  business of GE Capital  Services  consists of  ownership of two
principal  subsidiaries  which,  together with their  affiliates,  constitute GE
Company's  principal financial services  businesses.  GE Capital Services is the
sole owner of the common  stock of General  Electric  Capital  Corporation  ("GE
Capital"  or "GECC") and GE Global  Insurance  Holding  Corporation  ("GE Global
Insurance" or "GIH").

GE Capital Services'  principal  executive offices are located at 260 Long Ridge
Road, Stamford, Connecticut 06927 (Telephone number (203) 357-4000).

GENERAL ELECTRIC CAPITAL CORPORATION

GE  Capital  was  incorporated  in 1943  in the  State  of New  York  under  the
provisions  of the New York Banking Law  relating to  investment  companies,  as
successor to General Electric Contracts  Corporation,  which was formed in 1932.
The capital  stock of GE Capital was  contributed  to GE Capital  Services by GE
Company in June 1984.  Until  November  1987,  the name of the  corporation  was
General  Electric  Credit  Corporation.  The  business of GE Capital  originally
related principally to financing the distribution and sale of consumer and other
products of GE  Company.  Currently,  however,  the types and brands of products
financed and the services offered are significantly  more diversified.  Very few
of the products financed by GE Capital are manufactured by GE Company.

GE Capital  operates in five key operating  segments  that are described  below.
These  operations are subject to a variety of  regulations  in their  respective
jurisdictions. In addition, as discussed on page 12, GE Capital acquired control
of Montgomery Ward LLC ("Wards") on August 2, 1999.  Further  information  about
Wards is provided in the description of GE Capital's Other operating activities.

Services of GE Capital  are  offered  primarily  in the United  States,  Canada,
Europe and the Pacific  Basin.  GE  Capital's  principal  executive  offices are
located at 260 Long Ridge Road,  Stamford,  Connecticut  06927.  At December 31,
1999,  GE  Capital  and  affiliates  employed   approximately  125,600  persons,
including  approximately  30,000 employees  associated with the consolidation of
the retail operations of Montgomery Ward LLC.

GE GLOBAL INSURANCE HOLDING CORPORATION

GE Global  Insurance,  together with its affiliates,  writes  substantially  all
lines of reinsurance  and certain lines of property and casualty  insurance.  GE
Global  Insurance  has  three  principal  subsidiaries:   Employers  Reinsurance
Corporation,   GE   Reinsurance   Corporation   (formerly   Kemper   Reinsurance
Corporation) and Medical Protective Corporation. These affiliates, together with
their direct and indirect  subsidiaries,  reinsure  property and casualty  risks
written by more than 1,000  insurers  around the world.  They also write certain
specialty  lines of insurance on a direct  basis,  principally  excess  workers'
compensation for self-insurers,  medical malpractice coverage for physicians and
dentists, errors and omissions coverage for insurance agents and brokers, excess
indemnity for  self-insurers  of medical  benefits,  and libel and allied torts.
Other property and casualty  affiliates write excess and surplus lines insurance
and provide reinsurance brokerage services.  The life reinsurance affiliates are
engaged in the reinsurance of life insurance products, including term, whole and
universal life, annuities,  group long-term health products and the provision of
financial reinsurance to life insurers.

During  1999,  GE  Global  Insurance  acquired  a major  property  and  casualty
reinsurance business that strengthens its presence in the London broker-serviced
market.  Also in 1999,  Employers  Reinsurance  Corporation sold its reinsurance
brokerage subsidiary.

Insurance  and  reinsurance  operations  are  subject to  regulation  by various
insurance regulatory agencies.

GE Global  Insurance and its affiliates  conduct  business  throughout the world
using a network of local offices.  The world headquarters of GE Global Insurance
is located at 5200 Metcalf Avenue,  Overland Park, Kansas 66201. At December 31,
1999, GE Global Insurance and affiliates employed approximately 4,100 persons.

                                     1
<PAGE>

Item 1.  Business - Property and Casualty  Reserves for Unpaid  Claims and Claim
Expenses,  set forth in the  Annual  Report on Form 10-K of GE Global  Insurance
Holding  Corporation  for the year ended December 31, 1999, is  incorporated  by
reference hereto.

OPERATING SEGMENTS

The  Corporation  provides a wide variety of financing,  asset  management,  and
insurance products and services which are organized into the following operating
segments:

  o          Consumer Services - private-label card loans,  personal loans, time
             sales and  revolving  credit  and  inventory  financing  for retail
             merchants,   auto  leasing  and   inventory   financing,   mortgage
             servicing,  retail  businesses  and consumer  savings and insurance
             services.

  o          Equipment  Management - leases,  loans,  sales and asset management
             services for portfolios of commercial and transportation equipment,
             including  aircraft,  trailers,  auto fleets,  modular space units,
             railroad rolling stock, data processing equipment,  containers used
             on ocean-going vessels, and satellites.

  o          Mid-Market  Financing - loans,  financing and operating leases, and
             other    services   for    middle-market    customers,    including
             manufacturers,   distributors  and  end-users,  for  a  variety  of
             equipment  that  includes  vehicles,   corporate   aircraft,   data
             processing  equipment,   medical  and  diagnostic  equipment,   and
             equipment used in construction, manufacturing, office applications,
             electronics and telecommunications activities.

  o          Specialized  Financing  - loans  and  financing  leases  for  major
             capital assets,  including industrial facilities and equipment, and
             energy-related  facilities;  commercial and residential real estate
             loans and  investments;  and loans to and investments in public and
             private entities in diverse industries.

  o          Specialty Insurance - U.S. and international multiple-line property
             and  casualty  reinsurance;   certain  directly  written  specialty
             insurance  and  life  reinsurance;  financial  guaranty  insurance,
             principally  on  municipal  bonds and  structured  finance  issues;
             private  mortgage   insurance;   and  creditor  insurance  covering
             international customer loan repayments.

Refer  to  Item  7,   "Management's   Discussion  and  Analysis  of  Results  of
Operations,"  in  this  Annual  Report  on  Form  10-K  for  discussion  of  the
Corporation's  Portfolio Quality.  A description of the Corporation's  principal
businesses by operating segment follows.

CONSUMER SERVICES

GE Financial Assurance

GE Financial  Assurance ("GEFA") provides consumers financial security solutions
by selling a wide variety of  insurance,  investment  and  retirement  products,
primarily  in the  United  States  and  Japan.  These  products  help  consumers
accumulate wealth,  transfer wealth, and protect their lifestyles and assets and
are sold through a family of regulated insurance and annuity companies.

GEFA's  principal  product lines are annuities  (deferred and immediate;  either
fixed or  variable),  life  insurance  (universal,  term,  ordinary  and group),
guaranteed  investment  contracts,   mutual  funds,  long-term  care  insurance,
supplemental  accident  and  health  insurance,  personal  lines  of  automobile
insurance  and  credit   insurance.   The  distribution  of  these  products  is
accomplished  through  four  distribution  methods:   intermediaries  (brokerage
general agents,  banks,  securities brokerage firms,  personal producing general
agents and specialized  brokers),  career or dedicated  sales forces,  marketing
through businesses and affinity groups and direct marketing.

GEFA's principal  operating companies include General Electric Capital Assurance
Company,  First Colony Life  Insurance  Company,  GE Life and Annuity  Assurance
Company  (formerly  The Life  Insurance  Company  of  Virginia),  Colonial  Penn
Insurance  Company,  Union  Fidelity  Life  Insurance  Company,  GE Edison  Life
Insurance Company and GE Capital Life Assurance of New York.

GEFA headquarters are in Richmond, Virginia.

                                    2
<PAGE>

Auto Financial Services

GE Capital  Auto  Financial  Services  ("AFS")  provides  financial  services to
automobile  dealers,   manufacturers,   financing  companies  and  the  consumer
customers of those entities in North America.

In the United States, AFS is a leading  independent  financier of leases for new
and used motor  vehicles  leased at retail  and  sub-prime  and prime  financing
products to consumers through a variety of distribution  channels.  In addition,
AFS  provides  private-label  programs  for  auto  manufacturers  and  inventory
financing programs and direct loans to auto dealers and finance companies.

AFS headquarters are in Barrington, Illinois.

Global Consumer Finance Auto Europe

GCF  Auto  Europe  ("GCF Auto  Europe") is  a  leading  independent  provider of
automobile  financing  products to  automobile  dealers and their  customers  in
Europe.  Products  include hire purchase  contracts,  finance leases,  operating
leases, loans, revolving credit facilities and insurance premium financing.

GCF Auto Europe has a significant  presence in the United Kingdom,  the Republic
of Ireland, Portugal, France, Spain, Italy, Sweden and Denmark.

The headquarters of GCF Auto Europe are in Dublin, Republic of Ireland.

GE Card Services

GE Card Services  ("CS")  provides  sales  financing  services to North American
retailers in a broad range of consumer  industries.  Details of financing  plans
differ, but include customized private-label credit card programs with retailers
and inventory financing programs with manufacturers, distributors and retailers.

CS provides  financing  directly to customers  of  retailers  or  purchases  the
retailers'  customer  receivables.  Most  of the  retailers  sell a  variety  of
products of various  manufacturers  on a time sales  basis.  The terms for these
financing plans differ  according to the size of contract and credit standing of
the  customer.  CS generally  maintains a security  interest in the  merchandise
financed.  Financing is provided to consumers  under  contractual  arrangements,
both  with and  without  recourse  to  retailers.  CS' wide  range of  financial
services  includes  application  processing,   sales  authorization,   statement
billings,  customer  services and  collection  services.  CS provides  inventory
financing  for retailers  primarily in the  appliance  and consumer  electronics
industries.  CS maintains a security interest in the inventory and retailers are
obliged to maintain insurance coverage for the merchandise financed.

CS also issues and services the GE Capital  Corporate  Card  product,  providing
payment and  information  systems  which help medium and  large-sized  companies
reduce  travel costs and the GE Capital  Purchasing  Card  product,  which helps
customers streamline their purchasing and accounts payable processes.

On June 30, 1999,  CS completed  its exit from the  consumer  bankcard  business
through the sale of  approximately  $3.4  billion in financing  receivables,  of
which  $2.2  billion  were  sold  in  December  1998.   These  were  principally
MasterCard(R)  and  Visa(R)  credit  loan  products  issued to retail  customers
throughout the United States.

On December 6, 1999, CS acquired J.C. Penney's ("JCP") private label credit card
accounts  receivable and their credit card services facilities for approximately
$3.2  billion.  In addition,  the  Corporation  entered into an initial  10-year
agreement with JCP to provide private label credit card services.

CS headquarters are in Stamford, Connecticut.

Global Consumer Finance

GE Capital  Global  Consumer  Finance  ("GCF") is a leading  provider  of credit
services to non-U.S.  retailers and consumers. GCF provides private-label credit
cards and proprietary  credit  services to retailers in Europe,  Asia, and, to a
lesser extent, South America as well as offering a variety of direct-to-consumer
credit programs such as consumer loans,  bankcards and credit  insurance.  GCF's
wide range of  proprietary  financial  services  includes  private-label  credit
cards,  credit  promotion and  accounting  services,  billing (in the retailer's
name) and customer credit and collection services.

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<PAGE>

GCF provides  financing to consumers  through  operations in the United Kingdom,
Austria,  France, Republic of Ireland,  Germany, The Netherlands,  Italy, Spain,
Portugal, Poland,  Switzerland,  the Czech Republic, Japan, Thailand, Hong Kong,
China, Brazil and Australia and joint ventures in Indonesia, India and Brazil.

GCF headquarters are in Stamford, Connecticut.

Mortgage Services

GE Capital Mortgage Services,  Inc. ("GECMSI"),  a wholly-owned  affiliate of GE
Capital  Mortgage   Corporation,   is  engaged  primarily  in  the  business  of
originating,  purchasing,  selling  and  servicing  residential  mortgage  loans
collateralized by one-to-four-family homes located throughout the United States.
GECMSI obtains  servicing through the origination and purchase of mortgage loans
and  servicing  rights,  and  primarily  packages  the loans it  originates  and
purchases into  mortgage-backed  securities which it sells to investors.  GECMSI
also originates and services home equity loans.

GECMSI headquarters are in Cherry Hill, New Jersey.

EQUIPMENT MANAGEMENT

Aviation Services

GE Capital Aviation Services ("GECAS") is a global commercial aviation financial
services  business  that offers a broad range of financial  products to airlines
and  aircraft  operators,  owners,  lenders and  investors.  Financial  products
include  operating  leases,  sale/leasebacks,  aircraft  purchasing and trading,
financing leases,  engine/spare parts financing,  pilot training, fleet planning
and financial advisory services.

GECAS owns or manages a fleet of nearly 900 aircraft  world-wide  with more than
200  additional  planes on order or on option from Boeing and Airbus.  GECAS has
155 customers in 54 countries.

GECAS  headquarters  are in  Stamford,  Connecticut,  with  regional  offices in
Shannon,  Republic of Ireland; Miami, Florida; Vienna, Austria; Beijing and Hong
Kong, China and Singapore.

Fleet Services

GE Capital  Fleet  Services  ("GECFS")  is one of the  leading  corporate  fleet
management companies with operations in North America,  Europe,  Australia,  New
Zealand,  Brazil and Japan with  approximately  1 million  cars and trucks under
lease and service  management.  GECFS  offers  finance and  operating  leases to
several thousand  customers with an average lease term of 36 months. The primary
product in North  America is a Terminal  Rental  Adjustment  Clause (TRAC) lease
through  which the customer  assumes the residual  risk - that is, risk that the
book value will be greater  than market value at lease  termination.  In Europe,
the primary product is a closed-end  lease in which GECFS assumes residual risk.
In addition to the services  directly  associated  with the lease,  GECFS offers
value-added fleet management  services designed to reduce customers' total fleet
management costs. These services include,  among others,  maintenance management
programs, accident services, national account purchasing programs, fuel programs
and title and  licensing  services.  GECFS  customer  base is  diversified  with
respect to industry and geography and includes many Fortune 500 companies.

In 1999, GECFS completed several  acquisitions.  These included Japan Lease Auto
Corporation - a leading fleet  leasing  company in Japan,  a small fleet leasing
portfolio  from  Bank of  America  in the  United  States,  InTraffic  - a fleet
services provider in Sweden and McClean Leasing in Canada.

GECFS headquarters are in Eden Prairie, Minnesota.

Information Technology Solutions

GE  Capital  Information  Technology  Solutions  ("IT  Solutions")  is a leading
worldwide  provider  of a broad array of  information  technology  products  and
services,  including  full life  cycle  services  that  provide  customers  with
cost-effective  control and management of their  information  systems.  Products
offered include desktop personal computers, client server systems, UNIX systems,
local and wide area network  hardware,  and software.  Services  offered include
network design, network support, asset management, help desk, disaster recovery,
enterprise  management and financial  services.  IT Solutions serves commercial,
educational and governmental customers in over 20 countries.

IT Solutions headquarters are in Newport, Kentucky.

                                       4
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Transport International Pool

Transport  International  Pool ("TIP") is one of the global  leaders in renting,
leasing,  selling and financing  transportation  equipment.  TIP's fleet of over
350,000 dry freight,  refrigerated and double vans, flatbeds, intermodal assets,
and  specialized  trailers is available for rent,  lease or purchase at over 250
locations in the United States,  Europe,  Canada,  and Mexico.  TIP's commercial
vehicle fleet of over 24,000 units is available for rent,  lease, or purchase in
the United  Kingdom.  TIP also  finances new and used  trailers and buys trailer
fleets.  TIP's customer base comprises trucking companies,  railroads,  shipping
lines, manufacturers and retailers.

TIP operates a European  service  center in  Amsterdam,  The  Netherlands  and a
commercial vehicle operations and administrative center in Manchester, England.

TIP headquarters are in Devon, Pennsylvania.

GE SeaCo/GE Capital Container Finance Corporation

In May  1998,  GE  Capital  and Sea  Containers  Ltd.  formed  GE SeaCo SRL ("GE
SeaCo"),  a joint venture which operates the combined marine container fleets of
Genstar Container Corporation ("Genstar") and Sea Containers. GE SeaCo is one of
the world's largest lessors of marine shipping  containers with a combined fleet
of  over  1,100,000  TEU  ("twenty  foot   equivalent   units")  of  dry  cargo,
refrigerated and specialized containers for global cargo transport.  Lessees are
primarily shipping lines that lease on a long term or master lease basis.

Concurrent with the formation of the joint venture, GE Capital Container Finance
Corporation  ("GECCF")  was  created  to  service  the  existing  finance  lease
portfolio formerly run by Genstar, and to provide traditional finance leases and
structured finance products to the global marine container industry.

GE SeaCo  headquarters are in Bridgetown,  Barbados.  GECCF  headquarters are in
Oakland, California.

Penske Truck Leasing

GE Capital is a limited partner in Penske Truck Leasing  ("Penske"),  which is a
leading provider of full-service truck leasing and commercial and consumer truck
rental in the United  States.  Penske  operates  through a  national  network of
full-service truck leasing and rental  facilities.  At December 31, 1999, Penske
had a fleet of about  98,000  tractors,  trucks and  trailers in its leasing and
rental  fleets and  provided  contract  maintenance  programs  or other  support
services for about 33,000 additional vehicles.

Penske also provides  dedicated  logistics  operations  support  which  combines
company-employed  drivers  with  its  full-service  lease  vehicles  to  provide
dedicated  contract carriage services.  In addition,  Penske offers supply chain
services such as distribution  consulting,  warehouse management and information
systems support.

Penske headquarters are in Reading, Pennsylvania.

GE American Communications

GE  American  Communications  ("GE  Americom")  is a leading  satellite  service
supplier to a diverse array of  customers,  including the broadcast and cable TV
industries,  broadcast radio, business information and integrated communications
services  for  government  and  commercial  customers.  GE Americom  operates 13
communications  satellites and maintains a supporting network of earth stations,
central terminal offices, and telemetry, tracking and control facilities.

GE Americom headquarters are in Princeton, New Jersey.

Railcar Services

GE Capital  Railcar  Services  ("GERSCO") is one of the leading  railcar leasing
companies  in North  America,  with a fleet of  190,000  railcars  in its  total
portfolio.  Serving  Class  1  railroads,  short-line  railroads,  and  shippers
throughout  North  America,  GERSCO offers one of the most diverse fleets in the
industry, and a variety of lease options.

GERSCO  also owns and  operates  a network of  railcar  repair  and  maintenance
facilities  located  throughout  North America.  The repair  facilities  offer a
variety of services,  ranging from light  maintenance to heavy repair of damaged
railcars. The company also provides railcar management, administration and other
services.

In  addition,  GERSCO is a  pan-European  provider of rail  transport  services,
offering  a broad  range of  railcar  equipment  and  rail-related  services  to
railroads, shippers and other transport providers.

                                       5
<PAGE>

European sales offices are in England, France, Germany, Italy and Sweden. GERSCO
headquarters are in Chicago, Illinois.

Modular Space

GE Capital  Modular  Space  ("GECMS")  provides  commercial  mobile and  modular
structures  for rental,  lease and sale from over 100  facilities  in the United
States,   Europe,   Canada  and  Mexico.  The  primary  markets  served  include
construction,  education, healthcare,  financial, commercial,  institutional and
government. GECMS products are available as custom mobile and modular buildings,
designed to customer  specifications,  or are available  through the GECMS stock
fleet of approximately 125,000 mobile and modular units.

GECMS has offices in North America and Europe.  GECMS world  headquarters are in
Malvern, Pennsylvania; its European headquarters are in Antwerp, Belgium.

MID-MARKET FINANCING

Commercial Equipment Financing

GE  Capital  Commercial  Equipment  Financing  ("CEF")  offers  a broad  line of
financial  products  including  leases  and  loans to  middle-market  customers,
including  manufacturers,  distributors,  dealers  and  end-users,  as  well  as
municipal financing.  Products are either held for CEF's own account or brokered
to third parties.

Generally,  transactions  range in size from $50 thousand to $50  million,  with
financing  terms from 36 to 180 months.  CEF also maintains an asset  management
operation that redeploys off-lease  equipment.  The portfolio includes loans and
leases for vehicles,  manufacturing equipment, corporate aircraft,  construction
equipment,  medical diagnostic equipment,  office equipment,  telecommunications
equipment and electronics.

CEF operates from offices  throughout  the United States,  Puerto Rico,  Canada,
Mexico,  Europe and Asia and through joint ventures in Indonesia and China.  CEF
headquarters are in Danbury, Connecticut.

In 1999, CEF, along with Vendor  Financial  Services,  purchased the leasing and
installment sales divisions of Japan Leasing Corporation.

Vendor Financial Services

GE Capital Vendor Financial Services ("VFS") provides financing services to over
100 equipment manufacturers and more than 3,500 dealers in North America, Europe
and  Asia  (including   Japan).   Customers  include  major  U.S.  and  non-U.S.
manufacturers  in a variety  of  industries  including  information  technology,
office  equipment,   healthcare,   telecommunications,   energy  and  industrial
equipment.  VFS  establishes  sales  financing in two ways - by forming  captive
partnerships  with  manufacturers  that do not  have  them,  and by  outsourcing
captives from  manufacturers  that do. VFS offers  industry-specific  knowledge,
leading  edge   technology,   leasing  and  equipment   expertise,   and  global
capabilities.  In addition, VFS provides an expanding array of related financial
services to customers including trade payables financing.

VFS has sales  offices  throughout  the  United  States,  Canada,  Europe,  Asia
(including Japan), and Australia. VFS headquarters are in Danbury, Connecticut.

European Equipment Finance

GE  Capital  European  Equipment  Finance  ("EEF")  is one of  Europe's  leading
diversified  equipment leasing  businesses,  offering  financial  solutions on a
single-country or pan-European basis. Customers include  manufacturers,  vendors
and  end-users  in  industries  such  as  office  imaging,  materials  handling,
corporate  aircraft,  information  technology,   broadcasting,   machine  tools,
telecommunications  and  transportation.  Products and services  include  loans,
leases,  off-balance  sheet  financing,  master  lease  coordination  and  other
services,  such as helping end-users increase purchasing power through financing
options and helping manufacturers and vendors offer leasing programs.

EEF  operates  from  offices  in the United  Kingdom,  Italy,  France,  Germany,
Belgium,   Republic  of  Ireland,   Portugal,  and  the  Nordic  countries.  EEF
headquarters are in Hounslow, England.

                                       6
<PAGE>

SPECIALIZED FINANCING

Real Estate

GE Capital  Real Estate  ("Real  Estate")  provides  funds for the  acquisition,
refinancing  and  renovation  of a wide  range  of  commercial  and  residential
properties  located  throughout the United States,  and, to a lesser extent,  in
Canada,  Mexico,  Europe,  and the Far East.  Real  Estate also  provides  asset
management  services  to real estate  investors  and  selected  services to real
estate owners.

Lending  is  a  major  portion  of  Real  Estate's   business  in  the  form  of
intermediate-term  senior or subordinated fixed and floating-rate  loans secured
by existing  income-producing  commercial  properties such as office  buildings,
rental apartments,  shopping centers,  industrial buildings,  mobile home parks,
hotels and  warehouses.  Loans  range in amount from  single-property  mortgages
typically  not less than $5  million  to  multi-property  portfolios  of several
hundred million dollars. Approximately 90% of all loans are senior mortgages.

Real Estate  purchases and provides  restructuring  financing for  portfolios of
real estate,  mortgage loans, limited  partnerships,  and tax-exempt bonds. Real
Estate's  business  also  includes the  origination  and  securitization  of low
leverage  real estate  loans,  which are  intended to be held less than one year
before outplacement. To a lesser degree, Real Estate provides equity capital for
real estate partnerships  through the holding of limited  partnership  interests
and receives preferred returns; typically such investments range from $2 million
to $10 million.

Real Estate also offers a variety of real estate management  services to outside
investors, institutions,  corporations, investment banks, and others through its
real  estate  services   subsidiaries.   Asset   management   services   include
acquisitions and dispositions,  strategic asset management, asset restructuring,
and debt and equity management.  Real Estate also provides  investment  products
and advisory and asset  management  services to pension fund clients  through GE
Capital Investment Advisors,  its registered investment advisor, as well as loan
administration  and servicing through GE Capital Asset Management.  In addition,
Real Estate  offers  owners of  multi-family  housing  ways to reduce  costs and
enhance value in properties by offering buying  services (e.g.,  for appliances,
roofing).

Real  Estate has offices  throughout  the United  States,  as well as in Canada,
Mexico,  Australia,  Japan, Sweden,  France and the United Kingdom.  Real Estate
headquarters are in Stamford, Connecticut.

Structured Finance Group

GE Capital  Structured  Finance  Group  ("SFG")  makes  equity  investments  and
provides  specialized  financial products and services to its client partners in
the commercial and industrial,  energy,  telecommunications,  and transportation
sectors, worldwide.

SFG  combines  industry  and  technical  expertise  with  significant  financial
capabilities  to deliver a full range of  sophisticated  financial  services and
products.  Services include project finance  (construction and term),  corporate
finance,  acquisition finance and arrangement and placement  services.  Products
include  a  variety  of debt  and  equity  instruments,  as  well as  structured
transactions,  including  leasing and  partnerships.  SFG manages an  investment
portfolio of approximately $11 billion.

SFG  headquarters  are in Stamford,  Connecticut and it has regional  offices in
Atlanta, Georgia;  Chicago,  Illinois; Hong Kong, China; Houston, Texas; London,
United Kingdom; Mexico City, Mexico; Sao Paulo, Brazil; and Toronto, Canada.

Commercial Finance

GE Capital Commercial Finance ("CF") is a leading provider of revolving and term
debt and equity to finance acquisitions,  business expansion, bank refinancings,
recapitalizations  and other  special  situations.  Products  also include asset
securitization  facilities,  capital  expenditure  lines and  bankruptcy-related
facilities.  Transactions  typically range in size from under $2 million to over
$200 million.

CF's  clients  are  owners,  managers  and  buyers of both  public  and  private
companies,  principally manufacturers,  distributors,  retailers and diversified
service providers,  and has industry  specialists in the healthcare,  retail and
communications  industries.  Through its  Merchant  Banking  Group,  CF provides
senior debt, subordinated debt and bridge financing to buyout and private equity
firms, and co-invests  equity with buying groups or invests directly on a select
basis.

                                       7
<PAGE>

CF has  lending  operations  in 25 cities,  including  international  offices in
Canada, Mexico, Thailand,  Australia,  The Netherlands,  and the United Kingdom,
and also has significant  factoring  operations in France,  Germany,  the United
Kingdom and Italy serving European companies and U.S. exporters. CF headquarters
are in Stamford, Connecticut.

GE Equity

GE  Equity  (formerly  Equity  Capital  Group)  purchases  equity   investments,
primarily convertible preferred and common stock investments including,  in some
cases,  stock warrants  convertible into equity  ownership.  GE Equity's primary
objective is long-term  capital  appreciation.  Investments  include the retail,
financial services, telecommunications, healthcare, food and beverage, cable and
broadcasting industries.

The portfolio is geographically  diversified with investments located throughout
the United States, as well as in Latin America, Europe and Asia.

GE Equity headquarters are in Stamford, Connecticut.

SPECIALTY INSURANCE

In addition to GE Global Insurance Holding  Corporation  (discussed above), GECS
principal specialty insurance businesses are as follows.

Financial Guaranty Insurance

FGIC Holdings  ("FGIC"),  through its subsidiary,  Financial  Guaranty Insurance
Company ("Financial Guaranty"),  is an insurer of municipal bonds, including new
issues,  bonds traded in the secondary  market and bonds held in unit investment
trusts and mutual funds.  Financial  Guaranty also  guarantees  certain  taxable
structured  debt.  The  guaranteed  principal,  after  reinsurance,  amounted to
approximately  $137.4  billion at December  31, 1999.  Approximately  85% of the
business written to date by Financial Guaranty is municipal bond insurance.

FGIC  subsidiaries  provide a variety of services to state and local governments
and agencies,  liquidity  facilities in  variable-rate  transactions,  municipal
investment products and other services.

FGIC headquarters are in New York, New York.

Mortgage Insurance

GE Capital Mortgage  Insurance is engaged  principally in providing  residential
mortgage  guaranty  insurance.  Operating  in 25  field  locations,  GE  Capital
Mortgage  Insurance  is licensed in 50 states,  the District of Columbia and the
Virgin  Islands.  At December 31, 1999,  GE Capital  Mortgage  Insurance was the
mortgage  insurance  carrier for over 1,460,000  residential  homes,  with total
insurance  in force  aggregating  approximately  $152  billion and total risk in
force  aggregating  approximately  $52  billion.  When a claim is  received,  GE
Capital  Mortgage  Insurance  proceeds  by  either  paying  up  to a  guaranteed
percentage  based  on  the  specified  coverage,  or  paying  the  mortgage  and
delinquent interest, taking title to the property and arranging for its sale. GE
Capital  Mortgage  Insurance also provides  mortgage  guaranty  insurance in the
United Kingdom, Canada, and Australia.

GE Capital Mortgage Insurance headquarters are in Raleigh, North Carolina.

GE Insurance Holdings

GE Insurance Holdings (formerly  Consolidated  Financial Insurance) is a leading
specialty insurer with operations in 13 European  countries and the Philippines.
GE Insurance Holdings is one of the leading payment  protection  insurers in the
United Kingdom and Europe.  Payment protection  insurance is designed to protect
customers' loan repayment  obligations in the event of unemployment,  disability
or death.  The product is sold alongside  most forms of consumer  credit through
banks, building societies and finance houses.

GE Insurance  Holdings also provides an extensive  range of personal  investment
products,  including pension and purchased life annuities, home income plans and
investment bonds through a network of over 6,000 independent  financial advisors
and a direct sales force, in the United Kingdom.

In addition,  GE Insurance  Holdings  sells pet insurance,  provides  travel and
personal accident insurance,  and offers the management of uninsured loss claims
on behalf of victims of traffic accidents.

GE Insurance Holdings headquarters are in London, England.

                                       8
<PAGE>


OTHER

Wards

All other consists primarily of  Montgomery Ward LLC ("Wards").

Wards  is one of the  largest  retail  merchandising  operations  in the  United
States.  Wards  offers a wide range of  branded  and  private-label  merchandise
including  apparel,  fine  jewelry,  furniture,  home  furnishings,  appliances,
electronics, and automotive services.

Wards operates 252 stores in 32 states,  encompassing  approximately  20 million
square feet of selling space. Wards is currently rolling out an aggressive store
remodeling program designed to enhance the shopping  experience and offer better
presentation  of its  merchandise.  Through 1999, 43 stores have been remodeled,
with an additional 75 to 80 stores to be completed during 2000 and 2001.

Wards is headquartered in Chicago, Illinois.

REGULATIONS AND COMPETITION

The  Corporation's  activities  are  subject to a variety  of federal  and state
regulations including, at the federal level, the Consumer Credit Protection Act,
the Equal Credit  Opportunity Act and certain  regulations issued by the Federal
Trade  Commission.  A majority of states have  ceilings on rates  chargeable  to
customers in retail time sales  transactions,  installment  loans and  revolving
credit  financing.  Common  carrier  services  of GE  Americom  are  subject  to
regulation by the Federal Communications  Commission.  Insurance and reinsurance
operations are subject to regulation by various state  insurance  commissions or
foreign regulatory authorities,  as applicable. The Corporation's  international
operations are subject to regulation in their respective jurisdictions. To date,
compliance with such  regulations  has not had a material  adverse effect on the
Corporation's financial position or results of operations.

The  businesses in which the  Corporation  engages are highly  competitive.  The
Corporation  is  subject  to   competition   from  various  types  of  financial
institutions, including banks, thrifts, investment banks, broker-dealers, credit
unions,  leasing  companies,   consumer  loan  companies,   independent  finance
companies,  finance  companies  associated  with  manufacturers,  insurance  and
reinsurance companies.

Item 2.    Properties.

GE Capital Services and its  subsidiaries  conduct their businesses from various
facilities, most of which are leased.

Item 3.    Legal Proceedings.

The Corporation is not involved in any material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

                                     Omitted

                                       9
<PAGE>


                                     PART II

Item 5.   Market for the Registrant's Common Equity and Related Stockholder
          Matters.

See note 13 to the consolidated  financial  statements.  The common stock of the
Corporation  is owned  entirely by GE Company and an affiliate  and,  therefore,
there is no trading market in such stock.

Item 6.   Selected Financial Data.

The following  selected  financial data should be read in  conjunction  with the
financial statements of GE Capital Services and consolidated  affiliates and the
related Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
                                                                    Year ended December 31
                                            ----------------------------------------------------------------------
 (Dollars in millions)                            1999          1998           1997         1996          1995
                                            ------------------------------------------ ------------- -------------
<S>                                         <C>           <C>           <C>            <C>           <C>
Revenues .................................. $   55,749    $   48,694    $   39,931     $   32,713    $   26,492

 Net earnings ..............................      4,443         3,796         3,256          2,817         2,415

 Return on common equity (a) (b) ...........     23.74%        23.46%        22.59%         22.24%        21.98%
 GECS ratio of earnings to fixed charges ...      1.62          1.55          1.56           1.55          1.53
 GECC ratio of earnings to fixed charges ...      1.60          1.50          1.48           1.53          1.51
 GECC ratio of debt to equity ..............      8.44          7.86          7.45           7.84          7.59

 Financing receivables - net ............... $  137,629    $  121,566    $  103,799     $   99,714    $   93,272

 Total assets...............................    345,018       303,297       255,408        227,419       185,729

 Short-term borrowings .....................    129,259       113,162        95,274         77,945        62,808
 Long-term senior notes ....................     69,770        58,042        44,993         46,680        47,794
 Long-term subordinated notes ..............        996           996           996            996           996
 Minority interest .........................      4,391         3,459         3,113          2,530         2,522
 Equity ....................................     20,321        19,727        17,239         14,276        12,774

 Insurance premiums written for the year ...     13,624        11,865         9,396          8,185         6,158
</TABLE>

(a)     Equity excludes  unrealized gains and  losses on investment  securities,
        net of tax.
(b)     Return on common equity is calculated  using  earnings that are adjusted
        for preferred stock dividends and equity excludes preferred stock.

Item 7.   Management's Discussion and Analysis of Results of Operations.

Overview

The  Corporation's  net earnings were $4,443 million in 1999, up 17% from $3,796
million in 1998, with strong  double-digit  earnings growth in three of the five
operating  segments.  Net earnings in 1998 increased 17% from 1997. The earnings
improvement  throughout  the  three-year  period  resulted  from  asset  growth,
principally  from  acquisitions  of businesses and  portfolios,  and origination
volume.

Operating Results

Total Revenues increased 14% to $55.7 billion in 1999,  following a 22% increase
to  $48.7  billion  in  1998.   The  increases  in  both  years   reflected  the
contributions of businesses acquired as well as growth in origination volume.

Interest expense on borrowings in 1999 was $9.4 billion, up from $9.0 billion in
1998 and $7.6 billion in 1997. In both 1999 and 1998,  while average  borrowings
increased in order to finance asset growth, the associated higher interest costs
were partially mitigated by lower average interest rates. The composite interest
rate was 5.14% in 1999,  compared with 5.92% in 1998 and 6.07% in 1997. See page
14 for a discussion of interest rate risk management.

Operating  and  administrative  expenses were $16.3 billion in 1999, an increase
from $13.8 billion in 1998 and $11.4 billion in 1997.  The increase in both 1999
and 1998  primarily  reflected  costs  associated  with acquired  businesses and
portfolios, higher investment levels and increases in insurance commissions.

                                     10
<PAGE>

Insurance  losses and  policyholder  and  annuity  benefits  increased  to $11.0
billion in 1999,  compared  with $9.6  billion in 1998 and $8.3 billion in 1997,
reflecting  effects  of  business  acquisitions  and  growth in  premium  volume
throughout  the period.  In addition,  the  increase in 1999 was  reflected by a
higher loss ratio on reinsurance business discussed on page 12.

Cost of goods sold amounted to $8.0 billion in 1999,  compared with $6.8 billion
in 1998 and $4.1  billion in 1997,  and related to IT Solutions  and  Montgomery
Ward LLC ("Wards"). The increase in 1999 primarily reflects the consolidation of
Wards as discussed on page 12; the increase in 1998 is principally the result of
acquisition-related growth at IT Solutions.

Provision for losses on financing receivables increased to $1.7 billion in 1999,
compared  with $1.6 billion in 1998 and $1.4 billion in 1997.  These  provisions
principally related to private-label credit cards, bank credit cards, auto loans
and auto leases in the consumer services segment,  all of which are discussed on
page 17 under Portfolio Quality.  The provision throughout the three-year period
reflected higher average receivable  balances,  a different mix of business,  as
well as the  effects  of  lower  delinquency  rates,  consistent  with  industry
experience.

Depreciation  and  amortization  of buildings  and  equipment  and  equipment on
operating  leases  increased  21% to $3.2  billion in 1999,  compared  with $2.6
billion  in 1998,  a 6%  increase  over  1997.  The  increase  in both years was
primarily  the result of additions to equipment on operating  leases,  primarily
reflecting acquisitions of vehicles and aircraft.

Provision  for income taxes was $1.7 billion in 1999 (an  effective  tax rate of
27.1%),  compared with $1.4 billion in 1998 (an effective tax rate of 26.4%) and
$1.2 billion in 1997 (an effective tax rate of 26.4%).  The higher provision for
income taxes primarily reflected increased pre-tax earnings subject to statutory
rates.

Financing  spreads (the excess of yields over interest rates on borrowings) were
essentially flat in 1999, 1998 and 1997, reflecting slightly lower yields offset
by decreases in borrowing rates.

Operating Segments

At year-end  1998, the  Corporation  adopted  Statement of Financial  Accounting
Standards  ("SFAS") No. 131,  Disclosures  about  Segments of an Enterprise  and
Related  Information,  which requires  operating segment data to be measured and
analyzed on a basis that is consistent with how business activities are reported
internally  to  management.  Previously  reported  data  have been  restated  as
required  by SFAS  No.  131.  For  additional  information,  see  note 16 to the
consolidated financial statements.

Revenues and net earnings of the Corporation, by operating segment, for the past
three years are summarized and discussed below.

<TABLE>
<CAPTION>
(In millions)                                                          1999             1998            1997
                                                                  ---------------  --------------   --------------
<S>                                                                <C>              <C>             <C>
Revenues
Consumer Services ..............................................   $    17,061      $    15,948      $    13,550
Equipment Management ...........................................        15,317           14,869           11,326
Mid-Market Financing ...........................................         4,685            3,751            3,009
Specialized Financing ..........................................         4,603            3,368            2,828
Specialty Insurance ............................................        12,399           10,594            8,836
All other ......................................................         1,684              164              382
                                                                  ---------------  --------------   --------------
   Total revenues ..............................................   $    55,749      $    48,694      $    39,931
                                                                  ===============  ==============   ==============
Net earnings
Consumer Services ..............................................   $     1,074      $       797      $       544
Equipment Management ...........................................           695              806              708
Mid-Market Financing ...........................................           604              478              391
Specialized Financing ..........................................         1,244              745              593
Specialty Insurance ............................................         1,223            1,166              973
All other ......................................................          (397)            (196)              47
                                                                  ---------------  --------------   --------------
   Total net earnings ..........................................   $     4,443      $     3,796      $     3,256
                                                                  ===============  ==============   ==============
</TABLE>

                                       11
<PAGE>

Consumer Services revenues increased 7% in 1999 and 18% in 1998 and net earnings
increased  35% in 1999 and 47% in 1998.  The growth in revenues and net earnings
was led by Global Consumer Finance,  with strong returns on investments in Japan
and other  international  growth.  Additionally,  revenues and net earnings were
increased by higher premium and investment income at GE Financial Assurance, the
consumer  savings and  insurance  business,  partially  offset by the effects of
asset  reductions  in Card  Services  and  Auto  Financial  Services.  A  higher
provision  for  losses  on  financing  receivables  because  of  higher  average
receivables balances also affected earnings in 1998.

Equipment Management revenues grew 3% in 1999, following a 31% increase in 1998.
Growth in 1999 revenues was primarily the result of Japanese acquisitions in the
corporate  auto  fleet  management  operation,  as well as higher  revenue  from
commercial aircraft management  businesses at GECAS, largely offset by decreases
in sales  volume at the  remaining  equipment  management  businesses.  The 1998
increase reflected  acquisitions by IT Solutions and, to a lesser extent,  asset
growth. Net earnings decreased 14% in 1999, following a 14% increase in 1998. In
1999, as market conditions became more competitive,  pricing at IT Solutions and
utilization at the European equipment management businesses declined,  more than
offsetting growth in GECAS and the satellite service business, GE Americom.  Net
earnings increased in 1998 reflecting higher volume in most businesses from both
increased  origination as well as  acquisitions  of businesses  and  portfolios.
These  factors  were  partially  offset  in 1998 by  lower  pricing  and  higher
operating costs at IT Solutions and Modular Space.

Mid-Market  Financing  revenues  increased 25% in both 1999 and 1998,  while net
earnings grew 26% and 22%, respectively. Asset growth from both acquisitions and
originations  was the  most  significant  contributing  factor  in  both  years.
Revenues  and  net  earnings  were  also  favorably  affected  in  1998  by  the
disposition of certain assets.

Specialized  Financing  revenues rose 37% and 19%, while net earnings  increased
67%  and  26% in 1999  and  1998,  respectively.  Revenues  principally  reflect
increases  in  asset  gains  as  well as  origination  growth,  with GE  Equity,
Commercial  Finance and Real Estate  accounting  for most of the 1999  increase.
Revenue and net earnings growth in both years is principally the result of gains
on equity investments. Net earnings in 1998 also included the effects of certain
tax-advantaged transactions and higher tax credits.

Specialty   Insurance   revenues  increased  17%  and  20%  in  1999  and  1998,
respectively,  as premiums and  investment  income grew  throughout  the period.
Premiums  earned   increased  in  line  with  higher   origination   volume  and
acquisitions.  Investment income also grew,  partially reflecting an increase in
realized  investment  gains  in GE  Global  Insurance,  which  amounted  to $699
million, $432 million and $308 million in 1999, 1998 and 1997, respectively.

Increases in property and  casualty-related  losses in GE Global  Insurance were
directly  related to the  frequency and severity of large loss events during the
last three years.  Large loss events are individual  events that, after specific
reinsurance  recoveries  and  related  premium  adjustments,  affect  GE  Global
Insurance operations by $2 million or more, and include losses from earthquakes,
aviation or railroad  accidents,  fire damage, and  weather-related  damage from
hurricanes,  tornadoes,  wind and ice. Large loss events for GE Global Insurance
amounted to  approximately  $720 million,  $230 million and $70 million in 1999,
1998  and  1997,  respectively.  1999  losses  were  partially  recovered  under
aggregate  risk  coverage  obtained in the  ordinary  course of the  reinsurance
business.  Overall  losses for Specialty  Insurance  were mitigated by favorable
experience in the Mortgage Insurance business, particularly in 1999.

All Other GECS operating  activities  include the results of Wards subsequent to
August 2, 1999, when GECS acquired  control of the formerly  bankrupt  retailer.
Wards had sales of $1,622  million  and a net loss of $26 million for the period
during which it was  consolidated.  Revenues  and net earnings in 1997  included
asset  gains,  the  largest  of  which  was  $284  million  (net of tax)  from a
transaction  that  included the  reduction of the GECS  investment in the common
stock of Paine Webber Group Inc.

                                       12
<PAGE>

International Operations

The  Corporation's  international  operations  include  its  operations  located
outside  the  United  States  and  certain  of its  operations  that  cannot  be
meaningfully associated with specific geographic areas (for example,  commercial
aircraft and shipping containers used on ocean-going vessels). The Corporation's
international revenues were $21.7 billion in 1999, an increase of 19% from $18.2
billion in 1998.  Revenues in the Pacific Basin more than doubled in 1999.  Much
of the  increase  was  attributable  to growth in Japan,  the  result of several
strategic  acquisitions,  the  largest of which were the  purchase of assets and
infrastructure  of Japan  Leasing and the  acquisition  of a consumer  financing
business in Japan.  Revenues in Europe increased 7% in 1999, reflecting a mix of
acquisition and core growth across all GECS operating activities. Overall, these
increases reflect the continued expansion of GECS as a global provider of a wide
range of financial services.  International assets grew 13%, from $107.8 billion
at  year-end  1998 to $121.6  billion at the end of 1999.  The  increase in 1999
reflected strong growth in the Pacific Basin, where current economic  conditions
continue to provide a  favorable  environment  for  strategic  investments.  The
Corporation  had a  particularly  large  increase in Japan,  reflecting a mix of
acquisitions,   discussed   previously,   and  strong  core  asset  growth.  The
Corporation also had significant  asset growth at GECAS,  its aviation  services
business, which is classified as "other international."

The  Corporation's  activities  span all global regions and primarily  encompass
leasing of aircraft  and  providing  certain  financial  services  within  these
regional  economies.  As such,  when  certain  countries  or regions such as the
Pacific Basin and Latin America experience  currency and/or economic stress, the
Corporation  may have increased  exposure to certain risks but also may have new
profit  opportunities.  Potential  increased risks include,  among other things,
higher receivable  delinquencies and bad debts,  delays or cancellation of sales
and orders  principally  related to  aircraft-related  equipment,  higher  local
currency  financing  costs and a  slowdown  in  established  financial  services
activities.   New  profit  opportunities   include,  among  other  things,  more
opportunities  for lower  cost  outsourcing,  expansion  of  financial  services
activities  through purchases of companies or assets at reduced prices and lower
U.S. debt financing costs.

Capital Resources and Liquidity

Statement of Financial Position

Investment   securities  for  each  of  the  past  two  years  comprised  mainly
investment-grade  debt  securities  held  by  GE  Financial  Assurance  and  the
Corporation's   specialty   insurance  segment  in  support  of  obligations  to
policyholders  and  annuitants.  The  increase of $2.0  billion  during 1999 was
principally  related  to  investment  of  premiums  received  and  acquisitions,
partially  offset by decreases in the fair value of debt  securities  associated
with rising interest rates. A breakdown of the investment  securities  portfolio
is provided in note 2 to the consolidated financial statements.

Inventories  were $1,209 million and $744 million at December 31, 1999 and 1998,
respectively.  The increase in 1999 primarily reflected the consolidation of the
retail operations of Wards.

Financing receivables were $137.6 billion at year-end 1999, net of allowance for
doubtful  accounts,  up $16.1 billion over 1998. These receivables are discussed
on page 17 and in notes 3 and 4 to the consolidated financial statements.

Other  receivables were $30.7 billion and $26.0 billion at December 31, 1999 and
1998,  respectively.  Of the 1999  increase,  $3.6 billion was  attributable  to
acquisitions.

Equipment on operating  leases was $23.6  billion at December 31, 1999,  up $2.7
billion from 1998.  Details by category of investment  can be found in note 6 to
the  consolidated  financial  statements.  Additions  to  equipment on operating
leases,  including business  acquisitions,  were $13.4 billion during 1999 ($7.2
billion  during  1998),  primarily  reflecting  acquisitions  of  transportation
equipment.

Intangible  assets were $14.7 billion at year-end 1999, up from $13.6 billion at
year-end 1998. The $1.1 billion increase in intangible  assets related primarily
to goodwill from acquisitions, the largest of which were Signature Group and the
Australian consumer financial services business of AVCO.

Other assets totaled $44.7 billion at year-end 1999, compared with $35.5 billion
at the end of 1998.  The $9.2 billion  increase was  principally  attributed  to
increases  in "separate  accounts,"  (see note 9 to the  consolidated  financial
statements) and additional investments in associated companies, partially offset
by  decreases  in  assets   acquired  for  resale,   which   reflect  sales  and
securitizations in excess of originations.

                                       13
<PAGE>

Insurance  liabilities,  reserves  and annuity  benefits  were $86.8  billion at
year-end  1999,  $9.5 billion  higher than in 1998.  The increase was  primarily
attributable to increases in separate accounts, the addition of liabilities from
acquired companies and growth in guaranteed investment contracts. For additional
information  on these  liabilities,  see note 11 to the  consolidated  financial
statements.

Borrowings  were $200.0 billion at December 31, 1999, of which $129.2 billion is
due in 2000 and $70.8 billion is due in subsequent years.  Comparable amounts at
the end of 1998 were $172.2 billion in total, $113.2 billion due within one year
and $59.0 billion due thereafter. The Corporation's composite interest rates are
discussed on page 10. A large  portion of the  Corporation's  borrowings  ($96.6
billion and $87.0 billion at the end of 1999 and 1998,  respectively) was issued
in active commercial paper markets that management  believes will continue to be
a reliable source of short-term  financing.  Most of this  commercial  paper was
issued by GE  Capital.  The average  remaining  terms and  interest  rates of GE
Capital  commercial  paper  were 53 days and 5.82% at the end of 1999,  compared
with 45 days  and  5.35%  at the end of 1998.  The GE  Capital  ratio of debt to
equity was 8.44 to 1 at the end of 1999 and 7.86 to 1 at the end of 1998.

GE Company has  committed  to  contribute  capital to GE Capital in the event of
either a decrease below a specified level in the ratio of GE Capital's  earnings
to fixed charges, or a failure to maintain a specified  debt-to-equity  ratio in
the event certain GE Capital  preferred  stock is redeemed.  GE Company also has
guaranteed  the  Corporation's  subordinated  debt  with a face  amount  of $1.0
billion at December 31, 1999 and 1998.  Management  believes the likelihood that
GE Company will be required to contribute  capital under either the  commitments
or the guarantees is remote.

Statement of Cash Flows

The Corporation's  cash and cash equivalents  aggregated $6.9 billion at the end
of 1999,  up from $3.3 billion at year-end 1998 as  management  held  short-term
investments as additional liquidity over year-end 1999. One of the Corporation's
primary sources of cash is financing activities involving the continued rollover
of  short-term   borrowings  and  appropriate  addition  of  borrowings  with  a
reasonable  balance of maturities.  Over the past three years, the Corporation's
borrowings  with  maturities of 90 days or less have increased by $37.2 billion.
New  borrowings of $109.9  billion  having  maturities  longer than 90 days were
added during those years,  while $80.7  billion of such  longer-term  borrowings
were  retired.  The  Corporation  also  generated  $32.0  billion  of cash  from
operating activities during the last three years.

The Corporation's principal use of cash has been investing in assets to grow its
businesses.  Of the $91.0  billion that the  Corporation  invested over the past
three years,  $21.3  billion was used for  additions  to financing  receivables;
$26.6  billion  was used to invest in new  equipment,  principally  for lease to
others;  and $31.0  billion was used for  acquisitions  of new  businesses,  the
largest of which were Japan Leasing and the credit card  operations of JC Penney
in 1999.

With the  financial  flexibility  that  comes  with  excellent  credit  ratings,
management believes the Corporation should be well positioned to meet the global
needs of its customers for capital and to continue growing its diversified asset
base.

Interest Rate and Currency Risk Management

In normal  operations,  the  Corporation  must deal with  effects  of changes in
interest rates and currency exchange rates. The following discussion presents an
overview of how such changes are managed and a view of their potential effects.

The Corporation uses various financial  instruments,  particularly interest rate
and currency swaps, but also futures,  options and currency forwards,  to manage
risks.  The Corporation is exclusively an end-user of these  instruments,  which
are commonly referred to as derivatives.  The Corporation does not engage in any
trading,  market-making  or  other  speculative  activities  in  the  derivative
markets.  More detailed information  regarding these financial  instruments,  as
well as the  strategies  and policies for their use, is contained in notes 1, 10
and 20 to the consolidated financial statements.

The  Corporation  manages its exposure to changes in interest rates, in part, by
funding its assets with an  appropriate  mix of fixed and variable rate debt and
its exposure to currency  fluctuations  principally  by funding  local  currency
denominated  assets  with debt  denominated  in those same  currencies.  It uses
interest  rate swaps,  currency  swaps  (including  non-U.S.  currency and cross
currency  interest rate swaps) and currency  forwards to achieve lower borrowing
costs.  Substantially all of these derivatives have been designated as modifying
interest rates and/or currencies associated with specific debt instruments.

                                       14
<PAGE>

These financial  instruments allow the Corporation to lower its cost of funds by
substituting  credit  risk for  interest  rate and  currency  risks.  Since  the
Corporation's  principal use of such swaps is to optimize funding costs, changes
in interest rates and exchange rates  underlying  swaps would not be expected to
have a material  impact on the  Corporation's  financial  position or results of
operations.   The   Corporation   conducts  almost  all  activities  with  these
instruments in the over-the-counter markets.

The  Corporation  is exposed  to  prepayment  risk in  certain  of its  business
activities, such as in its mortgage servicing and annuities activities. In order
to hedge those exposures,  the Corporation uses swaps, futures, and option-based
financial  instruments.  These  instruments  generally  behave  based on  limits
("caps",  "floors" or "collars") on interest rate movement. These swaps, futures
and option-based  instruments are governed by the credit risk policies described
below and are transacted in either exchange-traded or over-the-counter markets.

In addition,  as part of its ongoing  customer  activities,  the Corporation may
enter into swaps that are integrated with investments in, loans to or guarantees
of the  obligations  of particular  customers  and do not involve  assumption of
third-party  credit risk beyond the risk previously  approved by the Corporation
with respect to such investments, loans or guarantees. Such integrated swaps are
evaluated and monitored like their associated investments,  loans or guarantees,
and are not therefore  subject to the same credit criteria that would apply to a
stand-alone swap. All other swaps,  forward contracts and other derivatives have
been designated as hedges of non-U.S. net investments or other assets.

Established  practices require that derivative  financial  instruments relate to
specific  asset,  liability  or equity  transactions  or to currency  exposures.
Substantially  all treasury actions are centrally  executed by the Corporation's
Treasury  Department,  which  maintains  controls on all  exposures,  adheres to
stringent  counterparty  credit  standards  and  actively  monitors  marketplace
exposures.

Given  the ways in which the  Corporation  uses  swaps,  purchased  options  and
forwards,  the principal risk is credit risk - risk that  counterparties will be
financially   unable  to  make  payments  in  accordance  with  the  agreements.
Associated  market risk is  meaningful  only as it relates to how changes in the
market value affect  credit  exposure to  individual  counterparties.  Except as
noted  above for  positions  that are  integrated  into  financings,  all swaps,
purchased  options and  forwards  are carried  out within the  following  credit
policy constraints.

o        Once a counterparty  reaches a credit exposure limit (see table below),
         no additional  transactions  are permitted until the exposure with that
         counterparty  is  reduced to an amount  that is within the  established
         limit. Open contracts remain in force.
<TABLE>
<CAPTION>
         Counterparty credit criteria                                                  Credit rating
                                                                               -------------------------------
                                                                                                 Standard &
                                                                                  Moody's          Poor's

                                                                               --------------   --------------
         <S>                                                                   <C>              <C>
         Term of transaction

           Between one and five years ......................................        Aa3              AA-
           Greater than five years .........................................        Aaa              AAA
         Credit exposure limits

           Up to $50 million ...............................................        Aa3              AA-
           Up to $75 million ...............................................        Aaa              AAA
</TABLE>

o        All swaps are executed under master swap agreements  containing  mutual
         credit  downgrade  provisions  that  provide  the  ability  to  require
         assignment or termination in the event either party is downgraded below
         A3 or A-.

More credit latitude is permitted for  transactions  having original  maturities
shorter than one year because of their lower risk.

The  conversion of interest rate and currency risk into credit risk results in a
need to monitor  counterparty  credit risk  actively.  At December 31, 1999, the
notional amount of long-term  derivatives for which the  counterparty  was rated
below  Aa3/AA- was $5.0  billion.  These amounts are primarily the result of (1)
counterparty downgrades,  (2) transactions executed prior to the adoption of the
Corporation's  current  counterparty  credit  standards,  and  (3)  transactions
relating to acquired assets or businesses.

                                       15
<PAGE>

Following is an analysis of credit risk exposures for the last three years.
<TABLE>
<CAPTION>

                    Percentage of Notional Derivative Exposure by Counterparty Credit Rating

- ------------------------------------------------------------------------------------------------------------------
 Moody's/Standard & Poor's                                              1999            1998            1997
 -------------------------
                                                                 ---------------- ---------------  --------------
<S>                                                                        <C>             <C>             <C>
 Aaa/AAA ........................................................          59%             65%             75%
 Aa/AA ..........................................................          38%             33%             20%
 A/A and below ..................................................           3%              2%              5%
</TABLE>

The optimal funding strategy is sometimes achieved by using multiple swaps. For
example, to  obtain fixed  rate  U.S. dollar  funding,  several alternatives are
generally  available.  One alternative is a swap of non-U.S.  dollar denominated
fixed rate debt into U.S.  dollars.  The synthetic U.S. dollar  denominated debt
would be effectively  created by taking the following  steps:  (1) issuing fixed
rate, non-U.S.  currency  denominated debt, (2) entering into a swap under which
fixed rate non-U.S.  currency denominated interest will be received and floating
rate non-U.S.  currency denominated interest will be paid, and (3) entering into
a swap under which floating rate non-U.S.  currency  principal and interest will
be received and fixed rate U.S. dollar  denominated  principal and interest will
be paid. The end result is, in every important  respect,  fixed rate U.S. dollar
denominated financing with an element of controlled credit risk. The Corporation
uses multiple swaps only as part of such transactions.

The  interplay  of  the  Corporation's  credit  risk  policy  with  its  funding
activities is seen in the following example, in which the Corporation is assumed
to have been offered three  alternatives  for funding  five-year fixed rate U.S.
dollar assets with five-year fixed rate U.S. dollar debt.
<TABLE>
<CAPTION>
                                                                            Spread over U.S.
                                                                              Treasuries in
                                                                              basis points          Counterparty
                                                                            ------------------  ------------------
<S>                                                                           <C>                   <C>
1.       Fixed rate five-year medium-term note ...........................         +65                  -
2.       U.S. dollar commercial paper swapped into five-year U.S. dollar
           fixed rate funding ............................................         +40                  A
3.       Swiss franc fixed rate debt swapped into five-year U.S. dollar
           fixed rate funding ............................................         +35                  B
</TABLE>


Counterparty A is a major  brokerage house with an Aaa/AAA rated swap subsidiary
and a current  exposure to the Corporation of $39 million.  Counterparty B is an
Aa2/AA rated insurance company with a current exposure of $50 million.

In this  hypothetical  case, the  Corporation  would have chosen  alternative 2.
Alternative 1 is unacceptably costly.  Although alternative 3 would have yielded
a lower  immediate cost of funds,  the additional  credit risk of Counterparty B
would have exceeded the Corporation's risk management limits.

The U.S. Securities and Exchange  Commission requires that registrants  disclose
information  about  potential  effects of changes in interest rates and currency
exchange. Although the rules offer alternatives for presenting this information,
none of the  alternatives is without  limitations.  The following  discussion is
based on  so-called  "shock-tests,"  which model  effects of  interest  rate and
currency shifts on the reporting  company.  Shock tests, while probably the most
meaningful analysis permitted, are constrained by several factors, including the
necessity to conduct the  analysis  based on a single point in time and by their
inability to include the complex market reactions that normally would arise from
the market  shifts  modeled.  While the  following  results  of shock  tests for
interest  rates and  currencies  may have some limited use as  benchmarks,  they
should not be viewed as forecasts.

o    One  means  of   assessing   exposure  to  interest   rate   changes  is  a
     duration-based  analysis that  measures the potential  loss in net earnings
     resulting  from a  hypothetical  increase  in  interest  rates of 100 basis
     points across all maturities (sometimes referred to as a "parallel shift in
     the yield  curve").  Under  this  model,  it is  estimated  that,  all else
     constant,  such an increase,  including repricing effects in the securities
     portfolio,  would reduce the 2000 net earnings of the Corporation  based on
     year-end 1999 positions by approximately $105 million.  Based on conditions
     at year-end  1998,  the effect on 1999 net  earnings of such an increase in
     interest rates was estimated to be approximately $111 million.

                                       16
<PAGE>

o    One means of assessing exposure to changes in currency exchange rates is to
     model effects on reported earnings using a sensitivity  analysis.  Year-end
     1999  consolidated  currency  exposures,  including  financial  instruments
     designated and effective as hedges,  were analyzed to identify  Corporation
     assets and liabilities  denominated in other than their relevant functional
     currency.  Net unhedged  exposures in each  currency  were then  remeasured
     assuming   a   10%   decrease    (substantially   greater   decreases   for
     hyperinflationary  currencies) in currency exchange rates compared with the
     U.S.  dollar.  Under this model,  it is estimated  that, all else constant,
     such a decrease would reduce the 2000 net earnings of the Corporation based
     on year-end 1999 positions by an insignificant amount.

Portfolio Quality

Financing  receivables are the largest GECS asset and one of its primary sources
of revenues.  The  portfolio  of financing  receivables,  before  allowance  for
losses,  increased to $141.4  billion at the end of 1999 from $124.9  billion at
the end of 1998,  principally  reflecting  acquisition  growth  and  origination
volume  that  were  partially  offset  by  securitizations  and  other  sales of
receivables.  The related  allowance  for losses at the end of 1999  amounted to
$3.8 billion ($3.3 billion at the end of 1998),  representing  management's best
estimate of probable losses inherent in the portfolio.

A discussion  of the quality of certain  elements of the  financing  receivables
portfolio 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.

Consumer  financing  receivables,  primarily  credit card and personal loans and
auto loans and leases,  were $52.3 billion at year-end 1999, an increase of $0.7
billion from year-end 1998. The credit card and personal  receivables  increased
$5.2  billion,   primarily  from  acquisition  growth  and  origination  volume,
partially offset by sales and securitizations.  Auto receivables  decreased $4.5
billion  primarily  as a result of reduced  volume.  Nonearning  receivables  at
year-end  1999  were  $0.9  billion,  about  1.8% of  total  consumer  financing
receivables compared with $1.3 billion, about 2.4% of total consumer receivables
at year-end 1998.  Write-offs of consumer  receivables  declined to $1.2 billion
from $1.4 billion at year-end 1998 reflecting improved delinquency trends.

Other  financing  receivables,  totaling  $89.1  billion at December  31,  1999,
consisted  of a diverse  commercial,  industrial  and  equipment  loan and lease
portfolio.  This portfolio  increased $15.8 billion during 1999,  reflecting the
combination  of acquisition  growth and increased  origination  volume.  Related
nonearning and  reduced-earning  receivables were $0.9 billion at year-end 1999,
compared with $0.4 billion at year-end 1998.

GECS loans and leases to  commercial  airlines  amounted to $11.8 billion at the
end of 1999, up from $10.2 billion at the end of 1998. GECS commercial  aircraft
positions also included financial  guarantees,  funding commitments and aircraft
orders as discussed in note 6 to the consolidated financial statements.

Statement of Changes in Share Owners' Equity

Share owners' equity increased $594 million to $20,321 million at year-end 1999.
The  increase  was largely  attributable  to net  earnings  during the period of
$4,443  million,  partially  offset by  dividends  and other  transactions  with
shareowners of $1,474 million.

Investment  securities  had  unrealized  losses of $2,206  million  during 1999,
principally as a result of decreases in fair value  attributable to increases in
interest rates during 1999. A significant  majority of the unrealized losses are
associated  with debt  securities  held by insurance  businesses and are matched
with insurance liabilities of similar duration.  Accordingly,  decreases in fair
values of such investment  securities are directionally  offset by corresponding
decreases in fair values of associated insurance liabilities.  However,  changes
in the fair values of  insurance  liabilities  are  difficult to measure and are
appropriately not recognized under generally accepted accounting principles.

Currency translation adjustments reduced equity by $169 million in 1999. Changes
in the  currency  translation  adjustment  reflect  the  effects  of  changes in
currency  exchange  rates  on  the  Corporation's  net  investment  in  non-U.S.
subsidiaries  that have functional  currencies other than the U.S.  dollar.  The
decrease during 1999 largely reflected the weakening in the European currencies,
partially offset by strengthening in Asian currencies.  Such adjustments  affect
earnings only when all or a portion of an affiliate is disposed.

                                       17
<PAGE>

New Accounting Standards

Two changes in accounting standards may affect future financial statements.  The
Financial  Accounting Standards Board ("FASB") has issued Statement of Financial
Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and
Hedging  Activities,  effective  for the  Corporation  on January 1, 2001.  Upon
adoption,  all derivative  instruments (including certain derivative instruments
embedded in other contracts) will be recognized in balance sheets at fair value,
and  changes in such fair  values  must be  recognized  immediately  in earnings
unless specific  hedging  criteria are met. Changes in the values of derivatives
meeting these hedging  criteria will ultimately  offset related earnings effects
of the  hedged  items;  effects  of  qualifying  changes in fair value are to be
recorded  in  equity  pending  recognition  in  earnings.   Certain  significant
refinements  and  interpretations  of SFAS No. 133 are being  deliberated by the
FASB, and the effects on accounting for the Corporation's  financial instruments
will depend to some degree on the results of such deliberations.  Management has
not  determined  the total  probable  effects  on its  financial  statements  of
adopting  SFAS No. 133,  and does not believe  that an estimate of such  effects
would be meaningful at this time.

The FASB has also proposed new accounting for business  combinations that, among
other things,  would change the accounting for and display of goodwill and other
intangibles recorded in business  acquisitions for transactions after January 1,
2001. An important aspect of the proposal is that goodwill amortization would be
displayed  as a  separate  element  in the  Statement  of  Earnings.  Management
believes  that this  proposal  represents  a useful  approach  to  understanding
financial  performance,  but believes that the utility of this information would
be materially enhanced if the proposed approach for goodwill were applied to all
intangible assets acquired with a business.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.

Information  about  potential  effects of changes in interest rates and currency
exchange on the Corporation is discussed on pages 14-17.

                                       18
<PAGE>


Item 8.   Financial Statements and Supplementary Data.

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
General Electric Capital Services, Inc.:

We have  audited  the  consolidated  financial  statements  of General  Electric
Capital  Services,  Inc. and  consolidated  affiliates  as listed in Item 14. In
connection with our audits of the  consolidated  financial  statements,  we also
have  audited the  financial  statement  schedules  as listed in Item 14.  These
consolidated  financial  statements  and financial  statement  schedules are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these consolidated  financial  statements and financial  statement
schedules based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of General Electric
Capital  Services,  Inc. and  consolidated  affiliates  at December 31, 1999 and
1998,  and the results of their  operations and their cash flows for each of the
years in the  three-year  period ended  December 31, 1999,  in  conformity  with
generally  accepted  accounting  principles.  Also in our  opinion,  the related
financial  statement  schedules,  when  considered  in  relation  to  the  basic
consolidated  financial  statements  taken as a whole,  present  fairly,  in all
material respects, the information set forth therein.

/s/ KPMG LLP



Stamford, Connecticut

February 4, 2000



                                       19
<PAGE>
<TABLE>
<CAPTION>
       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                              Statement of Earnings

 For the years ended December 31 (In millions)                             1999             1998             1997
                                                                       --------------   --------------   --------------
<S>                                                                     <C>              <C>              <C>
 REVENUES
 Time sales, loan and other income .................................    $    18,209      $    14,682      $    12,211
 Operating lease rentals ...........................................          6,022            5,402            4,819
 Financing leases ..................................................          3,587            4,267            3,499
 Investment income .................................................          6,243            5,617            5,512
 Premium and commission income of insurance affiliates (Note 11) ...         12,948           11,352            9,268
 Sales of goods ....................................................          8,740            7,374            4,622
                                                                       --------------   --------------   --------------
    Total revenues .................................................         55,749           48,694           39,931
                                                                       --------------   --------------   --------------
 EXPENSES
 Interest ..........................................................          9,359            8,966            7,649
 Operating and administrative (Note 14) ............................         16,253           13,810           11,433
 Insurance losses and policyholder and annuity benefits (Note 11) ..         11,028            9,608            8,278
 Cost of goods sold ................................................          7,976            6,777            4,147
 Provision for losses on financing receivables (Note 4) ............          1,678            1,609            1,421
 Depreciation and amortization of buildings and equipment and
   equipment on operating leases (Notes 6 & 7) .....................          3,173            2,616            2,460
 Minority interest in net earnings of consolidated affiliates ......            186              148              121
                                                                       --------------   --------------   --------------
    Total expenses .................................................         49,653           43,534           35,509
                                                                       --------------   --------------   --------------
 Earnings before income taxes ......................................          6,096            5,160            4,422
 Provision for income taxes (Note 15) ..............................         (1,653)          (1,364)          (1,166)
                                                                       --------------   --------------   --------------
 NET EARNINGS ......................................................    $     4,443      $     3,796      $     3,256
                                                                       ==============   ==============   ==============
</TABLE>
<TABLE>
<CAPTION>
                  Statement of Changes in Share Owners' Equity

 (In millions)                                                             1999             1998             1997
                                                                       --------------   --------------   --------------
 CHANGES IN SHARE OWNERS' EQUITY
<S>                                                                     <C>              <C>              <C>
 Balance at January 1 ..............................................    $    19,727      $    17,239      $    14,276
                                                                       --------------   --------------   --------------
 Dividends and other transactions with share owners (Note 13) ......         (1,474)          (1,519)          (1,648)
                                                                       --------------   --------------   --------------
 Changes other than transactions with share owners:
   Increases attributable to net earnings ..........................          4,443            3,796            3,256
   Unrealized (losses) gains on investment securities - net (Note 13)        (2,206)             241            1,467
   Currency translation adjustments (Note 13) ......................           (169)             (30)            (112)
                                                                       --------------   --------------   --------------
    Total changes other than transactions with share owners ........          2,068            4,007            4,611
                                                                       --------------   --------------   --------------
 Balance at December 31 ............................................    $    20,321      $    19,727      $    17,239
                                                                       ==============   ==============   ==============
</TABLE>





See Notes to Consolidated Financial Statements.

                                       20
<PAGE>

<TABLE>
<CAPTION>
       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                         Statement of Financial Position

 At December 31 (In millions)                                                              1999             1998
                                                                                       --------------   --------------
 ASSETS
<S>                                                                                    <C>               <C>
 Cash and equivalents ..............................................................   $      6,931      $     3,342
 Investment securities (Note 2) ....................................................         80,485           78,458
 Financing receivables (Note 3):
   Time sales and loans, net of deferred income ....................................         93,625           77,283
   Investment in financing leases, net of deferred income ..........................         47,783           47,571
                                                                                       --------------   --------------
                                                                                            141,408          124,854
   Allowance for losses on financing receivables (Note 4) ..........................         (3,779)          (3,288)
                                                                                       --------------   --------------
      Financing receivables - net ..................................................        137,629          121,566
 Other receivables (Note 5) ........................................................         30,681           25,973
 Inventories .......................................................................          1,209              744
 Equipment on operating leases (at cost), less accumulated amortization of $7,392 and
   $7,021 (Note 6) .................................................................         23,605           20,941
 Buildings and equipment (at cost), less accumulated depreciation of $2,127 and
   $1,733 (Note 7) .................................................................          5,036            3,095
 Intangible assets - net (Note 8) ..................................................         14,748           13,639
 Other assets (Note 9) .............................................................         44,694           35,539
                                                                                       --------------   --------------
    Total assets ...................................................................   $    345,018     $    303,297
                                                                                       ==============   ==============
 LIABILITIES AND SHARE OWNERS' EQUITY
 Short-term borrowings (Note 10) ...................................................   $    129,259     $    113,162
 Long-term borrowings (Note 10) ....................................................         70,766           59,038
                                                                                       --------------   --------------
    Total borrowings ...............................................................        200,025          172,200
 Accounts payable ..................................................................          9,749            8,815
 Insurance liabilities, reserves and annuity benefits (Note 11) ....................         86,776           77,259
 Other liabilities .................................................................         14,801           12,247
 Deferred income taxes (Note 15) ...................................................          8,955            9,590
                                                                                       --------------   --------------
    Total liabilities ..............................................................        320,306          280,111
                                                                                       --------------   --------------
 Minority interest in equity of consolidated affiliates (Note 12) ..................          4,391            3,459
                                                                                       --------------   --------------
 Cumulative preferred stock, $10,000 par value (80,000 shares authorized; 51,000
   shares issued and held primarily by  consolidated  affiliates at December 31,
   1999 and 1998) ..................................................................             10               10
 Common stock, $1,000  (1,260  and 1,010 shares  authorized at December 31, 1999
   and 1998,  respectively, 1,012  and 1,010 shares  outstanding at December 31,
   1999 amd 1998, respectively) ....................................................              1                1
 Additional paid-in capital ........................................................          2,672            2,480
 Retained earnings .................................................................         17,852           15,075
 Accumulated unrealized gains on investment securities - net (a) ...................            170            2,376
 Accumulated foreign currency translation adjustments (a) ..........................           (384)            (215)
                                                                                       --------------   --------------
    Total share owners' equity (Note 13) ...........................................         20,321           19,727
                                                                                       --------------   --------------
    Total liabilities and share owners' equity .....................................   $    345,018     $    303,297
                                                                                       ==============   ==============
</TABLE>

(a)  The sum of  accumulated  unrealized  gains  on  investment  securities  and
     accumulated   foreign   currency   translation    adjustments   constitutes
     "Accumulated  nonowner  changes other than  earnings," as shown in note 13,
     and was ($214)  million  and  $2,161  million  at  year-end  1999 and 1998,
     respectively.

See Notes to Consolidated Financial Statements.

                                       21
<PAGE>
<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                             Statement of Cash Flows

 For the years ended December 31 (In millions)                            1999             1998             1997
                                                                      --------------   --------------   --------------
 CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                   <C>              <C>               <C>
 Net earnings ....................................................    $      4,443     $      3,796      $     3,256
 Adjustments to reconcile net earnings to cash provided from operating
   activities:
 Depreciation and amortization of buildings and equipment and
    equipment on operating leases.................................           3,173            2,616            2,460
 Provision for losses on financing receivables ...................           1,678            1,609            1,421
 Amortization of goodwill and other intangibles ..................           1,199              952              780
 Increase in deferred income taxes ...............................             847              549              798
 Decrease (increase) in inventories ..............................             327               81             (244)
 Increase (decrease) in accounts payable .........................             699            1,673              (64)
 Increase in insurance liabilities and reserves ..................           4,584            3,670            1,669
 Other - net .....................................................          (2,131)          (3,991)          (3,851)
                                                                      --------------   --------------   --------------
 Cash from operating activities ..................................          14,819           10,955            6,225
                                                                      --------------   --------------   --------------
 CASH FLOWS FROM INVESTING ACTIVITIES
 Net increase in financing receivables (Note 19) .................         (13,088)          (6,301)          (1,898)
 Buildings and equipment and equipment on operating leases
    - additions ..................................................         (13,466)          (6,935)          (6,197)
    - dispositions ...............................................           6,262            4,037            2,212
 Payments for principal businesses purchased, net of cash acquired
    (Note 19) ....................................................         (10,060)         (17,155)          (3,820)
 All other investing activities (Note 19) ........................          (7,823)         (11,078)          (5,646)
                                                                      --------------   --------------   --------------
 Cash used for investing activities ..............................         (38,175)         (37,432)         (15,349)
                                                                      --------------   --------------   --------------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Net change in borrowings (maturities of 90 days or less) ........           7,308           16,288           13,594
 Newly issued debt (maturities longer than 90 days) (Note 19) ....          47,605           41,440           20,825
 Repayments and other reductions (maturities longer than 90 days)
    (Note 19) ....................................................         (26,924)         (31,027)         (22,757)
 Dividends paid ..................................................          (1,666)          (1,672)          (1,653)
 All other financing activities (Note 19) ........................             622             (114)             785
                                                                      --------------   --------------   --------------
 Cash from financing activities ..................................          26,945           24,915           10,794
                                                                      --------------   --------------   --------------
 INCREASE (DECREASE) IN CASH AND EQUIVALENTS DURING THE YEAR .....           3,589           (1,562)           1,670
 CASH AND EQUIVALENTS AT BEGINNING OF YEAR .......................           3,342            4,904            3,234
                                                                      --------------   --------------   --------------
 CASH AND EQUIVALENTS AT END OF YEAR .............................    $       6,931    $      3,342     $      4,904
                                                                      ==============   ==============   ==============
</TABLE>



See Notes to Consolidated Financial Statements.

                                       22
<PAGE>


       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                   Notes to Consolidated Financial Statements

NOTE 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation - General Electric Capital Services,  Inc. ("the Parent") owns all
of the common stock of General Electric  Capital  Corporation ("GE Capital") and
GE Global Insurance Holding Corporation ("GE Global Insurance"). All outstanding
common stock of the Parent is owned by General  Electric  Company ("GE Company")
and an affiliate of GE Company. The consolidated  financial statements represent
the adding together of the Parent and all of its  majority-owned  and controlled
affiliates  ("consolidated  affiliates"),  including  GE  Capital  and GE Global
Insurance (collectively called "the Corporation").

All significant  transactions among the Corporation and consolidated  affiliates
have been eliminated.  Other associated companies,  generally companies that are
20% to 50% owned and over which the  Corporation,  directly or  indirectly,  has
significant  influence,   are  included  in  other  assets  and  valued  at  the
appropriate share of equity plus loans and advances.  Certain prior-year amounts
have been reclassified to conform to the current year presentation.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts and related  disclosures.  Actual results could differ
from those estimates.

Methods of Recording  Revenues  from  Services  (Earned  Income) - Income on all
loans is  recognized  on the  interest  method.  Accrual of  interest  income is
suspended at the earlier of the time at which  collection of an account  becomes
doubtful or the account becomes 90 days delinquent.  Interest income on impaired
loans is recognized  either as cash is collected or on a cost recovery  basis as
conditions warrant.

Financing  lease  income is recorded on the  interest  method so as to produce a
level yield on funds not yet recovered.  Estimated  unguaranteed residual values
of leased assets are based primarily on periodic  independent  appraisals of the
values of leased assets remaining at expiration of the lease terms.

Operating lease income is recognized on a straight-line  basis over the terms of
the underlying leases.

Origination,  commitment  and other  nonrefundable  fees related to fundings are
deferred and recorded in earned income on the interest  method.  Commitment fees
related to loans not expected to be funded and line-of-credit  fees are deferred
and recorded in earned income on a straight-line  basis over the period to which
the fees  relate.  Syndication  fees are  recorded in earned  income at the time
related services are performed unless significant contingencies exist.

Income from  investment and insurance  activities is discussed  under  insurance
accounting policies.

Sales of Goods - A sale is recorded when title passes to the customer.

Cash and Equivalents - Certificates  and other time deposits are treated as cash
equivalents.

Recognition of Losses on Financing  Receivables  and Investments - The allowance
for losses on small-balance  receivables reflects  management's best estimate of
probable losses inherent in the portfolio determined principally on the basis of
historical experiences. For other receivables,  principally the larger loans and
leases,  the  allowance  for  losses  is  determined  primarily  on the basis of
management's best estimate of probable losses, including specific allowances for
known troubled accounts.

All accounts or portions  thereof  deemed to be  uncollectible  or to require an
excessive  collection  cost  are  written  off  to  the  allowance  for  losses.
Small-balance accounts generally are written off when 6 to 12 months delinquent,
although  any such  balance  judged to be  uncollectible,  such as an account in
bankruptcy,   is  written  down  immediately  to  estimated   realizable  value.
Large-balance accounts are reviewed at least quarterly,  and those accounts with
amounts  that are  judged to be  uncollectible  are  written  down to  estimated
realizable value.

When  collateral is  repossessed  in  satisfaction  of a loan, the receivable is
written down  against the  allowance  for losses to estimated  fair value of the
asset less costs to sell,  transferred to other assets and subsequently  carried
at the lower of cost or estimated fair value less costs to sell. This accounting
method has been employed principally for specialized financing transactions.

                                       23
<PAGE>

Investment Securities - Investments in debt and marketable equity securities are
reported at fair value based  primarily  on quoted  market  prices or, if quoted
prices are not  available,  discounted  expected  cash flows using  market rates
commensurate  with credit quality and maturity of investment.  Substantially all
investment  securities  are  designated as available for sale,  with  unrealized
gains  and  losses  included  in  equity,  net of  applicable  taxes  and  other
adjustments.  Unrealized  losses that are other than temporary are recognized in
earnings.   Realized  gains  and  losses  are  accounted  for  on  the  specific
identification method.

Inventories  - The  Corporation's  inventories  consist  primarily  of  finished
products  held for  sale.  All  inventories  are  stated at the lower of cost or
realizable values. Cost is primarily determined on a first-in, first-out basis.

Equipment  on  Operating  Leases -  Equipment  is  amortized,  principally  on a
straight-line basis, to estimated residual value over the lease term or over the
estimated economic life of the equipment.

Buildings and Equipment - Depreciation is recorded on either a  sum-of-the-years
digits formula or a straight-line basis over the lives of the assets.

Intangible  Assets - Goodwill is amortized over its estimated  period of benefit
on a straight-line  basis;  other intangible assets are amortized on appropriate
bases over their  estimated  lives.  No  amortization  period  exceeds 40 years.
Goodwill in excess of associated  expected operating cash flows is considered to
be impaired  and is written  down to fair value,  which is  determined  based on
either discounted future cash flows or appraised values, depending on the nature
of the assets.

Interest  Rate and  Currency  Risk  Management  - As a  matter  of  policy,  the
Corporation does not engage in derivatives trading, derivatives market-making or
other speculative  activities.  The Corporation uses swaps primarily to optimize
funding  costs.  To a lesser degree,  and in combination  with options and limit
contracts,   the   Corporation   uses  swaps  to   stabilize   cash  flows  from
mortgage-related assets.

Interest rate and currency  swaps that modify  borrowings or designated  assets,
including  swaps  associated  with forecasted  commercial  paper  renewals,  are
accounted for on an accrual basis. The Corporation  requires all other swaps, as
well as futures,  options and currency forwards,  to be designated and accounted
for as  hedges  of  specific  assets,  liabilities  or  committed  transactions;
resulting payments and receipts are recognized contemporaneously with effects of
hedged  transactions.  A payment or receipt arising from early termination of an
effective  hedge is accounted  for as an  adjustment  to the basis of the hedged
transaction.

Instruments  used as hedges must be effective  at reducing  the risk  associated
with  the  exposure  being  hedged  and  must be  designated  as a hedge  at the
inception  of the  contract.  Accordingly,  changes  in  market  values of hedge
instruments  must  be  highly  correlated  with  changes  in  market  values  of
underlying  hedged items both at inception of the hedge and over the life of the
hedge  contract.  As a matter of  policy,  any  derivative  that is  either  not
designated as a hedge,  or is so  designated  but is  ineffective,  is marked to
market and recognized in operations immediately.

Insurance Accounting Policies - Accounting policies for insurance businesses are
as follows.

Premium income. Insurance premiums are reported as earned income as follows:

o    For short-duration  insurance  contracts  (including property and casualty,
     accident  and health,  and  financial  guaranty  insurance),  premiums  are
     reported as earned income, generally on a pro rata basis, over the terms of
     the related agreements.  For retrospectively  rated reinsurance  contracts,
     premium  adjustments  are  recorded  based  on  estimated  losses  and loss
     expenses, taking into consideration both case and incurred-but-not-reported
     reserves.

o    For traditional long-duration insurance contracts (including term and whole
     life  contracts  and  annuities  payable  for the  life of the  annuitant),
     premiums are reported as earned income when due.

o    For investment  contracts and universal life contracts,  premiums  received
     are reported as liabilities,  not as revenues. Universal life contracts are
     long-duration  insurance  contracts  with  terms  that  are not  fixed  and
     guaranteed;  for these  contracts,  revenues are recognized for assessments
     against  the  policyholder's  account,   mostly  for  mortality,   contract
     initiation,   administration  and  surrender.   Investment   contracts  are
     contracts that have neither significant mortality nor significant morbidity
     risk,  including  annuities  payable  for a  determined  period;  for these
     contracts,  revenues  are  recognized  on the  associated  investments  and
     amounts credited to policyholder accounts are charged to expense.

                                       24
<PAGE>

Deferred  policy  acquisition  costs.  Costs  that vary  with and are  primarily
related to the acquisition of new and renewal insurance and investment contracts
are deferred and amortized over the respective policy terms. For  short-duration
contracts,  acquisition  costs  consist  primarily  of  commissions,   brokerage
expenses and premium taxes. For long-duration  insurance contracts,  these costs
consist  primarily of  first-year  commissions  in excess of  recurring  renewal
commissions,  certain  variable sales expenses and certain support costs such as
underwriting and policy issue expenses.

o    For  short-duration  insurance  contracts,  these  costs are  amortized pro
     rata over the contract periods in which the related premiums are earned.

o    For  traditional   long-duration  insurance  contracts,   these  costs  are
     amortized  over the  respective  contract  periods in  proportion to either
     anticipated  premium income or, in the case of  limited-payment  contracts,
     estimated benefit payments.

o    For investment  contracts  and universal life  contracts,  these  costs are
     amortized on the basis of anticipated gross profits.

Periodically, deferred policy acquisition costs are reviewed for recoverability;
anticipated investment income is considered in recoverability evaluations.

Present value of future  profits.  The actuarially  determined  present value of
anticipated net cash flows to be realized from insurance, annuity and investment
contracts in force at the date of acquisition  of life insurance  enterprises is
recorded  as the  present  value of future  profits  and is  amortized  over the
respective  policy  terms in a manner  similar to  deferred  policy  acquisition
costs.  Unamortized  balances are adjusted to reflect experience and impairment,
if any.

NOTE 2.        INVESTMENT SECURITIES

A summary of investment securities follows:
<TABLE>
<CAPTION>

                                                                        Gross           Gross
                                                     Amortized       unrealized      unrealized        Estimated
 (In millions)                                         cost             gains          losses         fair value
                                                   --------------   --------------  --------------   --------------
 December 31, 1999 Debt securities:
<S>                                                <C>              <C>             <C>              <C>
  U.S. corporate ...............................   $     31,512     $        175    $     (1,759)    $     29,928
  State and municipal ..........................         12,558              141            (452)          12,247
  Mortgage-backed ..............................         12,799              173            (376)          12,596
  Corporate - non-U.S. .........................          9,923              228            (248)           9,903
  Government - non-U.S. ........................          4,675              114             (77)           4,712
  U.S. government and federal agency ...........          2,481                5            (171)           2,315
 Equity securities .............................          6,420            2,641            (277)           8,784
                                                   --------------   --------------  --------------   --------------
                                                   $     80,368     $      3,477    $     (3,360)    $     80,485
                                                   ==============   ==============  ==============   ==============
 December 31, 1998 Debt securities:
  U.S. corporate ...............................   $     27,888     $      1,293    $       (325)    $     28,856
  State and municipal ..........................         12,483              727              (8)          13,202
  Mortgage-backed ..............................         11,641              413            (109)          11,945
  Corporate - non-U.S. .........................          8,692              409             (90)           9,011
  Government - non-U.S. ........................          5,415              258              (9)           5,664
  U.S. government and federal agency ...........          2,706              207              (7)           2,906
 Equity securities .............................          5,651            1,415            (192)           6,874
                                                   --------------   --------------  --------------   --------------
                                                   $     74,476     $      4,722    $       (740)    $     78,458
                                                   ==============   ==============  ==============   ==============
</TABLE>

The  majority  of  mortgage-backed  securities  shown  in the  table  above  are
collateralized by U.S. residential mortgages.

                                       25
<PAGE>

At December 31, 1999,  contractual  maturities  of debt  securities,  other than
mortgage-backed securities, were as follows:
<TABLE>
<CAPTION>
                                                                                     Amortized          Estimated
(In millions)                                                                           cost           fair value
                                                                                  ----------------   ----------------
 Due in:
<S>                                                                                    <C>                <C>
  2000 ........................................................................        $ 5,237            $ 5,309
  2001-2004 ...................................................................         13,348             13,310
  2005-2009 ...................................................................         14,478             13,953
  2010 and later ..............................................................         28,086             26,533
</TABLE>

It is expected that actual  maturities will differ from  contractual  maturities
because borrowers have the right to call or prepay certain obligations. Proceeds
from  sales of  investment  securities  in 1999 were  $18,500  million  ($16,659
million in 1998 and $14,728  million in 1997).  Gross realized gains were $1,406
million  in 1999  ($1,126  million in 1998 and  $1,018  million in 1997).  Gross
realized losses were $484 million in 1999 ($303 million in 1998 and $173 million
in 1997).

NOTE 3.        FINANCING RECEIVABLES

Financing receivables at December 31, 1999 and 1998 are shown below.

<TABLE>
<CAPTION>
 (In millions)                                                                         1999             1998
                                                                                  --------------   --------------
 Time sales and loans:
<S>                                                                               <C>             <C>
  Consumer Services ...........................................................   $     48,435    $      42,573
  Specialized Financing .......................................................         24,999           16,693
  Mid-Market Financing ........................................................         19,186           17,065
  Equipment Management ........................................................            977              849
  Specialty Insurance .........................................................             28              103
                                                                                  --------------   --------------
    Time sales and loans - net of deferred income .............................         93,625           77,283
                                                                                  --------------   --------------
 Investment in financing leases:
  Direct financing leases .....................................................         43,738           43,730
  Leveraged leases ............................................................          4,045            3,841
                                                                                  --------------   --------------
    Investment in financing leases ............................................         47,783           47,571
                                                                                  --------------   --------------
                                                                                       141,408          124,854
 Less allowance for losses (Note 4) ...........................................         (3,779)          (3,288)
                                                                                  --------------   --------------
                                                                                   $   137,629      $   121,566
                                                                                  ==============   ==============
</TABLE>

Time sales and loans  represents  transactions in a variety of forms,  including
time  sales,  revolving  charge  and  credit,   mortgages,   installment  loans,
intermediate-term  loans and  revolving  loans secured by business  assets.  The
portfolio includes time sales and loans carried at the principal amount on which
finance  charges are billed  periodically,  and time sales and loans  carried at
gross book value,  which includes  finance  charges.  At year-end 1999 and 1998,
financing   receivables   included   $15,782   million  and   $14,452   million,
respectively,  for  commercial  real estate  loans and  leases.  Note 6 contains
information on commercial airline loans and leases.

Investment in financing leases consists of direct financing and leveraged leases
of aircraft, railroad rolling stock, autos, other transportation equipment, data
processing  equipment  and medical  equipment,  as well as other  manufacturing,
power  generation,   commercial  real  estate,  and  commercial   equipment  and
facilities.

As the sole  owner of assets  under  direct  financing  leases and as the equity
participant  in  leveraged  leases,  the  Corporation  is taxed  on total  lease
payments  received and is entitled to tax deductions based on the cost of leased
assets and tax  deductions for interest paid to  third-party  participants.  The
Corporation generally is entitled to any residual value of leased assets.

                                       26
<PAGE>

Investment  in direct  financing  and  leveraged  leases  represents  net unpaid
rentals and estimated  unguaranteed  residual values of leased  equipment,  less
related deferred income. The Corporation has no general obligation for principal
and   interest  on  notes  and  other   instruments   representing   third-party
participation related to leveraged leases; such notes and other instruments have
not been  included  in  liabilities  but have been  offset  against  the related
rentals  receivable.  The Corporation's share of rentals receivable on leveraged
leases is subordinate to the share of other  participants who also have security
interests in the leased equipment.

The  Corporation's  net investment in financing  leases at December 31, 1999 and
1998 is shown below.
<TABLE>
<CAPTION>

                                        Total financing leases    Direct financing leases       Leveraged leases

                                       ---------------------------------------------------- -------------------------
 (In millions)                             1999         1998         1999         1998         1999         1998
                                        ------------ ------------ ------------  -----------  -----------  -----------
<S>                                     <C>          <C>          <C>           <C>          <C>          <C>
 Total minimum lease payments
   receivable .......................   $   68,158   $   66,528   $   47,069    $   47,451   $   21,089   $   19,077
 Less principal and interest on
   third-party nonrecourse debt .....      (17,184)     (15,176)           -             -      (17,184)     (15,176)
                                        ------------ ------------ ------------  -----------  -----------  -----------
   Net rentals receivable ...........       50,974       51,352       47,069        47,451        3,905        3,901
 Estimated unguaranteed residual value
   of leased assets .................        7,157        6,826        4,945         5,011        2,212        1,815
 Less deferred income ...............      (10,348)     (10,607)      (8,276)       (8,732)      (2,072)      (1,875)
                                        ------------ ------------ ------------  -----------  -----------  -----------
   Investment in financing leases ...       47,783       47,571       43,738        43,730        4,045        3,841
 Less: Allowance for losses .........         (581)        (619)        (509)         (519)         (72)        (100)
       Deferred taxes arising from
           financing leases .........       (8,593)      (8,593)      (5,087)       (5,147)      (3,506)      (3,446)
                                        ------------ ------------ ------------  -----------  -----------  -----------
 Net investment in financing leases .   $   38,609   $   38,359   $   38,142    $   38,064   $      467   $      295
                                        ============ ============ ============  ===========  ===========  ===========
</TABLE>

Contractual Maturities

At December 31, 1999 the Corporation's contractual maturities for time sales and
loans and net rentals receivable were:
<TABLE>
<CAPTION>

                                                                               Total time
(In millions)                                                                   sales and        Net rentals
                                                                                loans (a)       receivable (a)
                                                                             ----------------   ---------------
 Due in:
<S>                                                                                 <C>                <C>
  2000 ..................................................................           $25,878            $14,901
  2001...................................................................            18,489             11,625
  2002 ..................................................................            17,649              7,567
  2003 ..................................................................             7,466              4,613
  2004 ..................................................................             5,972              2,906
  Thereafter ............................................................            18,171              9,362
                                                                             ----------------   ---------------
                                                                                    $93,625            $50,974
                                                                             ================   ===============
</TABLE>

(a) Experience has shown that a substantial  portion of receivables will be paid
    prior to contractual  maturity,  and these amounts should not be regarded as
    forecasts of future cash flows.

Nonearning consumer receivables were $930 million and $1,250 million at December
31,  1999  and  1998,   respectively,   a  substantial   amount  of  which  were
private-label  credit card loans.  Nonearning  and  reduced-earning  receivables
other than consumer  receivables  were $932 million and $354 million at year-end
1999 and 1998, respectively.

"Impaired"  loans are defined by generally  accepted  accounting  principles  as
loans for which it is  probable  that the lender  will be unable to collect  all
amounts due according to original contractual terms of the loan agreement.  That
definition   excludes,   among  other   things,   leases  or  large   groups  of
smaller-balance  homogenous  loans,  and therefore  applies  principally  to the
Corporation's commercial loans.

                                       27
<PAGE>

An analysis of impaired loans at December 31, 1999 and 1998 is shown below.
<TABLE>
<CAPTION>
 (In millions)                                                                        1999              1998
                                                                                  --------------    --------------
<S>                                                                               <C>               <C>
 Loans requiring allowance for losses .........................................   $         631     $         346
 Loans expected to be fully recoverable .......................................             219               158
                                                                                  --------------    --------------
                                                                                  $         850     $         504
                                                                                  ==============    ==============
 Allowance for losses .........................................................   $         179     $         109
 Average investment during year ...............................................             610               512
 Interest income earned while impaired (a) ....................................              27                39
</TABLE>

 (a) Principally on the cash basis.

NOTE 4.        ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

<TABLE>
<CAPTION>
 (In millions)                                                        1999             1998             1997
                                                                  ---------------  --------------   --------------
<S>                                                               <C>              <C>              <C>
 Balance at January 1 .........................................   $       3,288    $       2,802    $       2,693
 Provisions charged to operations .............................           1,678            1,609            1,421
 Net transfers primarily related to acquisitions and sales ....             270              388              127
 Amounts written off - net ....................................          (1,457)          (1,511)          (1,439)
                                                                  ---------------  --------------   --------------
 Balance at December 31 .......................................   $       3,779     $      3,288    $       2,802
                                                                  ===============  ==============   ==============
</TABLE>

NOTE 5.        OTHER RECEIVABLES

At year-end 1999 and 1998,  this account  included  reinsurance  recoverables of
$8,138  million and $6,124 million and  insurance-related  receivables of $7,417
million and $7,109 million, respectively.  Premium receivables, policy loans and
funds on deposit with reinsurers are included in insurance-related  receivables.
Also in other  receivables are trade  receivables,  accrued  investment  income,
operating lease receivables and a variety of sundry items.

NOTE 6.        EQUIPMENT ON OPERATING LEASES

Equipment on operating leases by type of equipment and accumulated  amortization
at December 31, 1999 and 1998 are shown below.

<TABLE>
<CAPTION>
 (In millions)                                                                         1999             1998
                                                                                   ---------------  ---------------
 Original cost
<S>                                                                                <C>              <C>
   Vehicles ...................................................................... $      10,942    $       9,825
   Aircraft ......................................................................        10,591            9,321
   Railroad rolling stock ........................................................         3,323            2,804
   Marine shipping containers ....................................................         2,309            2,565
   Other .........................................................................         3,832            3,447
                                                                                   ---------------  ---------------
                                                                                          30,997           27,962
 Accumulated amortization ........................................................        (7,392)          (7,021)
                                                                                   ---------------  ---------------
                                                                                   $      23,605    $      20,941
                                                                                   ===============  ===============
</TABLE>

Amortization of equipment on operating leases was $2,673 million, $2,185 million
and $2,102 million in 1999, 1998 and 1997,  respectively.  Noncancelable  future
rentals due from  customers for  equipment on operating  leases at year-end 1999
totaled $16,058 million and are due as follows:  $4,177 million in 2000;  $3,177
million in 2001;  $2,332 million in 2002; $1,624 million in 2003; $1,086 million
in 2004 and $3,662 million thereafter.

The Corporation acts as a lender and lessor to the commercial  airline industry.
At December 31, 1999 and 1998,  the balance of such loans,  leases and equipment
leased to others was  $11,772  million  and $10,170  million,  respectively.  In
addition,  at December 31, 1999, the Corporation had issued financial guarantees
and funding  commitments  of $59 million ($74 million at year-end  1998) and had
placed  multiyear orders for various Boeing and Airbus aircraft with list prices
of approximately $9.9 billion ($9.4 billion at year-end 1998).

                                       28
<PAGE>

NOTE 7.        BUILDINGS AND EQUIPMENT

Buildings and  equipment  include  office  buildings,  satellite  communications
equipment, data processing equipment,  vehicles, furniture and office equipment.
Depreciation  expense was $500  million in 1999,  $431  million in 1998 and $358
million in 1997.

NOTE 8.        INTANGIBLE ASSETS

Intangible assets at December 31, 1999 and 1998 are shown in the table below.

<TABLE>
<CAPTION>
(In millions)                                                                            1999             1998
                                                                                    --------------   --------------
<S>                                                                                 <C>              <C>
 Goodwill .......................................................................   $      12,301    $      11,469
 Present value of future profits ("PVFP") .......................................           1,812            1,618
 Other intangibles ..............................................................             635              552
                                                                                    --------------   --------------
                                                                                    $      14,748    $      13,639
                                                                                    ==============   ==============
</TABLE>

The Corporation's intangible assets are shown net of accumulated amortization of
$4,233 million at December 31, 1999, and $3,396 million at December 31, 1998.

PVFP  amortization,  which is on an  accelerated  basis and net of interest,  is
projected to range from 15% to 7% of the year-end 1999  unamortized  balance for
each of the next five years.

NOTE 9.        OTHER ASSETS

Other assets at December 31, 1999 and 1998 are shown in the table below.

<TABLE>
<CAPTION>
(In millions)                                                                            1999             1998
                                                                                    --------------   --------------
Investments:
<S>                                                                                 <C>              <C>
 Assets acquired for resale .....................................................   $       3,406    $       6,167
 Investments in and advances to associated companies ............................          11,298            7,670
 Real estate ventures ...........................................................           4,397            3,131
 Other ..........................................................................           4,424            3,473
                                                                                    --------------   --------------
                                                                                           23,525           20,441
 Separate accounts ..............................................................          10,335            6,563
 Servicing assets (a) ...........................................................           1,707            1,625
 Deferred insurance acquisition costs ...........................................           4,682            3,326
 Other ..........................................................................           4,445            3,584
                                                                                    --------------   --------------
                                                                                    $      44,694    $      35,539
                                                                                    ==============   ==============
</TABLE>

(a)  associated  primarily  with serviced  residential mortgage  loans amounting
     to $86 billion and $91 billion at December 31, 1999 and 1998, respectively.

Separate  accounts  represent  investments  controlled by policyholders  and are
associated with identical amounts reported as insurance liabilities in note 11.

                                       29
<PAGE>


NOTE 10.       BORROWINGS

Total  short-term  borrowings  at December  31, 1999 and 1998  consisted  of the
following:

<TABLE>
<CAPTION>
                                                               1999                             1998
                                                  -------------------------------- --------------------------------
                                                  ---------------  --------------- ---------------  ---------------
                                                                      Average                          Average
  (Dollars in millions)                               Amount          rate (a)         Amount          rate (a)
                                                  ---------------  --------------- ---------------  ---------------
<S>                                               <C>                   <C>        <C>                   <C>
 Commercial paper - U.S. ........................ $      84,702         6.07%      $      83,044         5.38%
 Commercial paper - non-U.S. ....................        11,909         4.19               3,953         4.80
 Current portion of long-term debt ..............        22,902         5.59              14,645         5.66
 Other ..........................................         9,746                           11,520
                                                  ---------------                  ---------------

                                                   $    129,259                     $    113,162
                                                  ===============                  ===============
</TABLE>


Total long-term borrowings at December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                       1999
                                                     average
 (Dollars in millions)                               rate (a)        Maturities         1999             1998
                                                  ---------------  --------------- ---------------  ---------------
<S>                                                    <C>           <C>           <C>              <C>
 Senior notes ...................................      5.50%         2001-2055     $      69,770    $      58,042
 Subordinated notes (b) .........................      7.88          2006-2035               996              996
                                                                                   ---------------  ---------------
                                                                                   $      70,766    $      59,038
                                                                                   ===============  ===============
</TABLE>

(a)  Based on year-end balances and local currency interest rates, including the
     effects of interest rate and currency  swaps, if any,  directly  associated
     with the original debt issuance.

(b)      Guaranteed by GE Company.

Borrowings  of the  Corporation  are  addressed  below from two  perspectives  -
liquidity and interest rate management.  Additional information about borrowings
and  associated  swaps  can be  found in note 20 to the  consolidated  financial
statements.

Liquidity requirements of the Corporation are principally met through the credit
markets.  Maturities  of  long-term  borrowings  during  the  next  five  years,
including  the current  portion of long-term  debt,  at December 31, 1999,  were
$22,902  million  in 2000;  $15,948  million in 2001;  $12,763  million in 2002;
$10,153 million in 2003 and $7,922 million in 2004.

At December 31, 1999, the Corporation held committed lines of credit aggregating
$32.5  billion  with 118 banks,  including  $12.0  billion of  revolving  credit
agreements  pursuant  to which it has the  right to  borrow  funds  for  periods
exceeding  one year.  A total of $7.7  billion of GE  Capital's  credit lines is
available for use by GE Company.  Also, at December 31, 1999,  substantially all
of the  approximately  $4.2 billion of GE Company's  credit lines were available
for use by the  Corporation.  During 1999,  amounts drawn under these lines were
not significant.  The Corporation compensates banks for credit facilities in the
form of fees, which were insignificant in each of the past three years.

Interest  rates  are  managed  by the  Corporation  in light of the  anticipated
behavior,  including prepayment  behavior,  of assets in which debt proceeds are
invested.  A variety of instruments,  including interest rate and currency swaps
and  currency  forwards,  are  employed to achieve  management's  interest  rate
objectives. Effective interest rates are lower under these "synthetic" positions
than could have been achieved by issuing debt directly.

                                       30
<PAGE>

The following table shows the Corporation's  borrowing positions at December 31,
1999 and 1998, considering the effects of swaps.
<TABLE>
<CAPTION>

(In millions)                                                                            1999             1998
                                                                                    --------------   --------------
Effective borrowings (including swaps)
<S>                                                                                 <C>             <C>
Short-term .....................................................................    $      74,347   $       72,143
                                                                                    ==============   ==============
Long-term (including current portion)
  Fixed rate (a) ...............................................................    $      90,361    $      74,226
  Floating rate ................................................................           35,317           25,831
                                                                                    --------------   --------------
Total long-term ................................................................    $     125,678    $     100,057
                                                                                    ==============   ==============
</TABLE>

(a) Includes  the  notional  amount  of  long-term   interest  rate  swaps  that
    effectively  convert the  floating-rate  nature of short-term  borrowings to
    fixed rates of interest.

At December 31, 1999,  interest rate swap  maturities  ranged from 2000 to 2048,
and average  interest rates for  fixed-rate  borrowings  (including  "synthetic"
fixed-rate borrowings) were 5.63% (6.03% at year-end 1998).

NOTE 11.       INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS

Insurance  liabilities,  reserves and annuity  benefits at December 31, 1999 and
1998, are shown below.
<TABLE>
<CAPTION>

  (In millions)                                                                          1999             1998
                                                                                    --------------   --------------
<S>                                                                                 <C>              <C>
  Investment contracts and universal life benefits ..............................   $      30,448    $      29,266
  Life insurance benefits and other (a) .........................................          18,460           16,104
  Unpaid claims and claims adjustment expenses (b)...............................          21,473           19,611
  Unearned premiums .............................................................           6,060            5,715
  Separate accounts (see note 9) ................................................          10,335            6,563
                                                                                    --------------   --------------
                                                                                    $      86,776    $      77,259
                                                                                    ==============   ==============
</TABLE>

(a)    Life insurance  benefits are accounted for mainly by a  net-level-premium
       method  using  estimated yields  generally  ranging from 5% to 9% in both
       1999 and 1998.
(b)    Principally  property and casualty  reserves;  includes  amounts for both
       reported and  incurred-but-not-reported  claims,  reduced by  anticipated
       salvage and subrogation recoveries. Estimates of liabilities are reviewed
       and updated  continually,  with changes in estimated  losses reflected in
       operations.

When the Corporation cedes insurance to third parties, it is not relieved of its
primary  obligation to policyholders.  Losses on ceded risks give rise to claims
for recovery; allowances are established for such receivables from reinsurers.

The insurance liability for unpaid claims and claims adjustment expenses related
to policies  that may cover  environmental  and  asbestos  exposures is based on
known  facts  and an  assessment  of  applicable  law and  coverage  litigation.
Liabilities are recognized for both known and unasserted  claims  (including the
cost of related  litigation)  when sufficient  information has been developed to
indicate that a claim has been  incurred and a range of potential  losses can be
reasonably estimated. Developed case law and adequate claim history do not exist
for certain claims  principally due to significant  uncertainties as to both the
level of  ultimate  losses  that will occur and what  portion,  if any,  will be
deemed to be insured amounts.

                                       31
<PAGE>


A summary of activity  affecting  unpaid claims and claims  adjustment  expenses
follows.

<TABLE>
<CAPTION>
(In millions)                                                         1999             1998             1997
                                                                  ---------------  --------------   --------------
<S>                                                               <C>              <C>              <C>
Balance at January 1 - gross ...................................  $      19,611    $      14,654    $      13,184
Less reinsurance recoverables ..................................         (3,483)          (2,246)          (1,822)
                                                                  ---------------  --------------   --------------
Balance at January 1 - net .....................................         16,128           12,408           11,362
Claims and expenses incurred:
   Current year ................................................          6,917            6,330            4,494
   Prior years .................................................            248             (162)             146
Claims and expenses paid:
   Current year ................................................         (2,508)          (2,400)          (1,780)
   Prior years .................................................         (5,162)          (3,692)          (2,816)
Claim reserves related to acquired companies ...................            929            3,476            1,360
Other ..........................................................             89              168             (358)
                                                                  ---------------  --------------   --------------
Balance at December 31 - net ...................................         16,641           16,128           12,408
Add reinsurance recoverables ...................................          4,832            3,483            2,246
                                                                  ---------------  --------------   --------------
Balance at December 31 - gross .................................  $       21,473   $      19,611    $      14,654
                                                                  ===============  ==============   ==============
</TABLE>

Prior-year  claims  and  expenses  incurred  in  the  preceding  table  resulted
principally  from settling  claims  established  in earlier  accident  years for
amounts that differed from expectations.

Financial  guarantees  and credit life risk of insurance  affiliates at December
31, 1999 and 1998 are summarized below.

<TABLE>
<CAPTION>
(In millions)                                                                            1999             1998
                                                                                    --------------   --------------
<S>                                                                                 <C>              <C>
Guarantees, principally on municipal bonds and structured finance issues ........   $     177,840    $     171,020
Mortgage insurance risk in force ................................................          59,798           43,941
Credit life insurance risk in force .............................................          26,427           31,018
Less reinsurance ................................................................         (37,992)         (37,205)
                                                                                    --------------   --------------
                                                                                    $     226,073    $     208,774
                                                                                    ==============   ==============
</TABLE>

The effects of  reinsurance  on premiums  written and premiums  and  commissions
earned were as follows for the past three years.

<TABLE>
<CAPTION>
                                 Premiums written                          Premiums and commissions earned
                   ----------------------------------------------   ----------------------------------------------
(In millions)          1999            1998            1997             1999            1998            1997
                   --------------  --------------  --------------   --------------  --------------  --------------
<S>                <C>             <C>             <C>              <C>             <C>             <C>
Direct .........   $       7,382   $       6,237   $       5,206    $       7,002   $       6,063   $       5,138
Assumed ........           8,520           7,470           5,501            8,460           7,151           5,386
Ceded ..........          (2,278)         (1,842)         (1,311)          (2,514)         (1,862)         (1,256)
                   --------------  --------------  --------------   --------------  --------------  --------------
Net ............   $      13,624   $      11,865   $       9,396    $      12,948   $      11,352   $       9,268
                   ==============  ==============  ==============   ==============  ==============  ==============
</TABLE>

Reinsurance  recoveries  recognized  as a  reduction  of  insurance  losses  and
policyholder and annuity benefits amounted to $2,648 million, $1,594 million and
$903 million for the years ended December 31, 1999, 1998 and 1997, respectively.

NOTE 12.       MINORITY INTEREST

Minority interest in equity of consolidated  affiliates includes preferred stock
issued by GE Capital and by affiliates of GE Capital.  The preferred  stock pays
cumulative  dividends at variable  rates.  The value of the preferred  shares at
December 31, 1999 and 1998 is summarized below.

<TABLE>
<CAPTION>
(In millions)                                                                            1999             1998
                                                                                    --------------   --------------
<S>                                                                                 <C>              <C>
GE Capital ......................................................................   $       2,600    $       2,300
GE Capital affiliates............................................................           1,421              860
</TABLE>

                                       32
<PAGE>

Dividend rates in local currency on the preferred stock ranged from 0.6% to 6.1%
during 1999 and from 3.9% to 5.2% during 1998.

NOTE 13.       SHARE OWNERS' EQUITY

Changes  in  share  owners'  equity  for each of the last  three  years  were as
follows:

<TABLE>
<CAPTION>
(In millions)                                                      1999            1998            1997
                                                               --------------  --------------  --------------
<S>                                                            <C>             <C>             <C>
Cumulative Preferred Stock Issued .........................    $          10   $          10   $          10
                                                               --------------  --------------  --------------
Common Stock Issued .......................................                1               1               1
                                                               --------------  --------------  --------------
Accumulated nonowner changes other than earnings
Balance at January 1 ......................................            2,161           1,950             595
Unrealized (losses) gains on investment securities - net of
   deferred taxes of ($868), $432, and $860 ...............           (1,578)            775           1,467
Currency translation adjustments - net of deferred taxes of
   ($91), ($13) and ($58) .................................             (169)            (30)           (112)
Reclassification adjustments - net of deferred taxes of
   ($341) and ($293) ......................................             (628)           (534)           -
                                                               --------------  --------------  --------------
Balance at December 31 ....................................             (214)          2,161           1,950
                                                               --------------  --------------  --------------
Other Capital
Balance at January 1 ......................................            2,480           2,327           2,316
Contributions .............................................              192             153              11
                                                               --------------  --------------  --------------
Balance at December 31 ....................................            2,672           2,480           2,327
                                                               --------------  --------------  --------------
Retained Earnings
Balance at January 1 ......................................           15,075          12,951          11,354
Net Earnings ..............................................            4,443           3,796           3,256
Dividends .................................................           (1,666)         (1,672)         (1,659)
                                                               --------------  --------------  --------------
Balance at December 31 ....................................           17,852          15,075          12,951
                                                               --------------  --------------  --------------
Total Share Owners' Equity ................................    $      20,321   $      19,727   $      17,239
                                                               ==============  ==============  ==============
</TABLE>

The  Corporation's  outstanding  preferred  stock  amounted  to $510  million at
December 31, 1999,  all of which was held by  consolidated  affiliates  with the
exception of $10 million of such shares,  which were dividended to GE Company in
1994. All other equity is owned entirely by GE Company and an affiliate.

The  Corporation's  common  stock was split on a ten for one basis  ($1,000  par
value) on July 22, 1999 and the Corporation  also authorized  additional  common
stock, accomplished through an amendment to its Certificate of Incorporation. As
a result  of the  common  stock  split,  GE  Company  owns  1,010  shares of the
Corporation's common stock. On July 26, 1999, the Corporation issued 2 shares of
its common  stock to MRA  Systems,  Inc. (a GE Company  affiliate)  in a private
placement,  pursuant to a Share Exchange  Agreement,  dated as of July 22, 1999,
between the Corporation and MRA Systems, Inc., a Delaware corporation.

Changes in fair value of available-for-sale investment securities are reflected,
net of applicable taxes and other adjustments,  in equity. The changes from year
to year were primarily attributable to the effects of changes in year-end market
interest rates on the fair value of the securities.

At December 31, 1999 and 1998,  the aggregate  statutory  capital and surplus of
the insurance businesses totaled $14.5 billion and $14.4 billion,  respectively.
Accounting practices  prescribed by statutory  authorities are used in preparing
statutory statements.

                                       33
<PAGE>

NOTE 14.       OPERATING AND ADMINISTRATIVE EXPENSES

Employees and retirees of the Corporation are covered under a number of pension,
health and life insurance  plans.  The principal  pension plan is the GE Company
Pension Plan, a defined benefit plan, while employees of certain  affiliates are
covered under separate plans. The Corporation provides health and life insurance
benefits to certain of its retired employees,  principally  through GE Company's
benefit  program,  as well as through plans sponsored by other  affiliates.  The
annual cost to the Corporation of providing these benefits is not material.

Rental expense relating to equipment the Corporation  leases from others for the
purpose of  subleasing  was $484 million in 1999,  $439 million in 1998 and $392
million in 1997.  Other rental expense was $583 million in 1999, $450 million in
1998 and $342  million in 1997,  principally  for the rental of office space and
data processing equipment. Minimum future rental commitments under noncancelable
leases at  December  31, 1999 are $5,041  million;  $834  million in 2000;  $663
million in 2001;  $603 million in 2002;  $540  million in 2003;  $413 million in
2004 and  $1,988  million  thereafter.  The  Corporation,  as a  lessee,  has no
material lease agreements classified as capital leases.

Amortization of deferred  insurance  acquisition  costs charged to operations in
1999,  1998 and 1997 was $2,545  million,  $1,940  million  and $1,554  million,
respectively.

NOTE 15.       INCOME TAXES

The provision for income taxes is summarized in the following table.

<TABLE>
<CAPTION>
   (In millions)                                                      1999            1998             1997
                                                                  --------------- ---------------  ---------------
<S>                                                               <C>             <C>              <C>
   Estimated amounts payable .....................................$         806   $         815    $         368
   Deferred tax expense from temporary differences ...............          847             549              798
                                                                  --------------- ---------------  ---------------
                                                                  $       1,653   $        1,364   $        1,166
                                                                  =============== ===============  ===============
</TABLE>

GE Company files a  consolidated  U.S.  federal income tax return which includes
the  Corporation.  The provision for estimated taxes payable includes the effect
of the Corporation on the consolidated return.

Estimated amounts payable includes amounts applicable to non-U.S.  jurisdictions
of $844  million,  $813  million  and  $636  million  in 1999,  1998  and  1997,
respectively.

Deferred income tax balances reflect the impact of temporary differences between
the  carrying  amounts  of assets  and  liabilities  and their tax bases and are
stated at enacted tax rates  expected  to be in effect  when taxes are  actually
paid or recovered.

Except  for  certain   earnings  that  the   Corporation   intends  to  reinvest
indefinitely,  provision has been made for the estimated U.S. federal income tax
liabilities  applicable to  undistributed  earnings of affiliates and associated
companies.  It is not  practicable  to  determine  the U.S.  federal  income tax
liability,  if any, that would be payable if such  earnings were not  reinvested
indefinitely.

U.S. income before taxes was $3.5 billion in 1999, $3.4 billion in 1998 and $2.8
billion in 1997. The  corresponding  amounts for non-U.S.  based operations were
$2.6 billion in 1999, $1.8 billion in 1998 and $1.6 billion in 1997.

A  reconciliation  of the U.S.  federal  statutory rate to the actual income tax
rate follows.

<TABLE>
<CAPTION>
                                                                       1999            1998             1997
                                                                 ---------------- ---------------  ---------------
<S>                                                                    <C>              <C>              <C>
  Statutory U.S. federal income tax rate ........................      35.0%            35.0%            35.0%
  Increase (reduction) in rate resulting from:
    Amortization of goodwill ....................................       1.0              1.0              1.1
    Tax-exempt income ...........................................      (4.4)            (4.7)            (4.9)
    Tax on International Activities including Foreign Sales
      Corporation benefits ......................................      (4.8)            (1.3)            (2.2)
  Fuels credits .................................................      (1.5)            (1.8)            (1.6)
  Other - net ...................................................       1.8             (1.8)            (1.0)
                                                                 ---------------- ---------------  ---------------
  Actual income tax rate ........................................      27.1%            26.4%            26.4%
                                                                 ================ ===============  ===============
</TABLE>


                                       34
<PAGE>


Principal  components of the net deferred tax liability balances at December 31,
1999 and 1998, were as follows:

<TABLE>
<CAPTION>
(In millions)                                                                            1999             1998
                                                                                     -------------    -------------
Assets:
<S>                                                                                  <C>             <C>
  Allowance for losses .........................................................     $     1,379     $      1,386
  Insurance reserves ...........................................................           1,052            1,022
  AMT credit carryforwards .....................................................           1,185              903
  Other ........................................................................           1,912            1,994
                                                                                     -------------    -------------
 Total deferred tax assets .....................................................           5,528            5,305
                                                                                     -------------    -------------
 Liabilities:
  Financing leases .............................................................           8,593            8,593
  Operating leases .............................................................           2,840            2,419
  Net unrealized gains on securities ...........................................              73            1,369
  Other ........................................................................           2,977            2,514
                                                                                     -------------    -------------
 Total deferred tax liabilities ................................................          14,483           14,895
                                                                                     -------------    -------------
 Net deferred tax liability ....................................................     $     8,955     $      9,590
                                                                                     =============    =============
</TABLE>

NOTE 16.       OPERATING SEGMENT DATA

At year-end  1998, the  Corporation  adopted  Statement of Financial  Accounting
Standards  ("SFAS") No. 131,  Disclosures  about  Segments of an Enterprise  and
Related Information,  which requires segment data to be measured and analyzed on
a basis that is consistent with how business  activities are reported internally
for  management.  Prior period amounts have been restated in accordance with the
requirements  of the new  standard.  The  Corporation's  operating  segments are
organized based on the nature of products and services  provided.  A description
of the operating  segments can be found in Item 1. Business.,  under the heading
Operating Segments,  on page 2 of this report. The accounting policies for these
segments are the same as those described for the consolidated entity.

The Corporation evaluates the performance of its operating segments primarily on
the  basis of net  earnings.  Details  of total  revenues  and net  earnings  by
operating segment are provided in Item 7.  Management's  Discussion and Analysis
of Results of Operations under the heading Operating Segments on page 11 of this
report.

Other specific information is provided below in accordance with the requirements
of SFAS No. 131 because they are included as a component of overall  segment net
earnings or total assets.

<TABLE>
<CAPTION>
(In millions)                        Depreciation and amortization (a)          Provision for income taxes
                                   --------------------------------------  -------------------------------------
For the years ended December 31       1999         1998          1997         1999         1998         1997
                                   -----------  -----------  ------------  ----------- ------------  -----------
<S>                                <C>          <C>          <C>           <C>         <C>           <C>
Consumer Services ..............   $   1,070    $     961    $     897     $     322   $     442     $     229
Equipment Management ...........       2,405        1,890        1,690           321         257           353
Mid-Market Financing ...........         549          405          398           241         239           198
Specialized Financing ..........          62           56           51           462          47           171
Specialty Insurance ............         179          165          140           366         359           251
All other ......................         107           91           64           (59)         20           (36)
                                   -----------  -----------  ------------  ----------- ------------  -----------
   Total .......................   $   4,372    $   3,568    $   3,240     $   1,653   $   1,364     $   1,166
                                   ===========  ===========  ============  =========== ============  ===========
</TABLE>

                                       35
<PAGE>



<TABLE>
<CAPTION>

                                     Time sales, loan, investment and
                                             other income (b)                        Interest expense
                                   --------------------------------------  -------------------------------------
For the years ended December 31       1999         1998          1997         1999         1998         1997
                                   -----------  -----------  ------------  ----------- ------------  -----------

<S>                                 <C>          <C>         <C>           <C>         <C>           <C>
Consumer Services ..............    $ 12,293     $ 10,668    $   9,586     $   3,253   $   3,601     $   3,226
Equipment Management ...........       2,364        2,288        2,032         1,588       1,486         1,296
Mid-Market Financing ...........       2,328        1,719        1,160         2,027       1,674         1,276
Specialized Financing ..........       4,028        2,712        2,250         1,836       1,552         1,437
Specialty Insurance ............       3,276        2,769        2,198           692         704           586
All other ......................         163          143          497           (37)        (51)         (172)
                                   -----------  -----------  ------------  ----------- ------------  -----------
   Total .......................    $ 24,452     $ 20,299     $ 17,723     $   9,359   $   8,966     $   7,649
                                   ===========  ===========  ============  =========== ============  ===========
</TABLE>
<TABLE>
<CAPTION>

                                                                              Property, plant and equipment
                                                                              additions (including equipment
                                                  Assets                          leased to others) (c)
                                              At December 31                 For the years ended December 31
                                   --------------------------------------  -------------------------------------
                                      1999         1998          1997         1999         1998         1997
                                   -----------  -----------  ------------  ----------- ------------  -----------
<S>                                  <C>          <C>          <C>         <C>         <C>           <C>
Consumer Services (d) (e).......     $140,924     $130,868     $117,410    $   2,441   $   2,218     $   1,863
Equipment Management (e) .......       43,368       38,301       33,771        7,956       4,408         4,314
Mid-Market Financing ...........       50,337       41,802       29,315        3,893       1,316           978
Specialized Financing (e).......       48,539       36,906       28,959          155          88            36
Specialty Insurance ............       56,819       54,649       45,359           37          53            65
All other ......................        5,031          771          594          950          27            64
                                   -----------  -----------  ------------  ----------- ------------  -----------
   Total .......................     $345,018     $303,297     $255,408    $  15,432   $    8,110    $    7,320
                                   ===========  ===========  ============  =========== ============  ===========
</TABLE>

(a)  Includes amortization of goodwill and other intangibles.
(b)  Principally interest income.
(c)  Additions to  property,  plant and equipment (including equipment leased to
     others) include amounts relating to principal businesses purchased.
(d)  In 1997, the Corporation  recorded its  share  of  Montgomery  Ward Holding
     Corp. ("MWHC") losses  of   $380  million  (after  tax),  by  reducing  its
     investments in MWHC,  resulting  in  the writing off of its  investment  in
     MWHC common and preferred stock.
(e)  Total assets of the Consumer Services, Equipment Management and Specialized
     Financing segments at December 31, 1999 include investments in and advances
     to non-consolidated affiliates of $3,643 million, $4,070 million and $3,043
     million,  respectively,  which contributed approximately $182 million, $328
     million and $73 million,  respectively,  to segment  pre-tax income for the
     year ended December 31, 1999.

                                       36
<PAGE>


NOTE 17.       QUARTERLY FINANCIAL DATA (unaudited)

Summarized quarterly financial data were as follows:
<TABLE>
<CAPTION>

                                  First quarter       Second quarter        Third quarter       Fourth quarter
                                ------------------- -------------------- -------------------- -------------------
 (In millions)                    1999      1998       1999      1998       1999      1998      1999      1998
                                ---------  --------  --------- ---------  --------- --------- ---------  --------
<S>                             <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>
 Revenues ....................  $ 12,383   $ 11,151  $ 13,378  $ 11,801   $ 14,002  $ 12,016  $ 15,986   $ 13,726
                                ---------  --------  --------- ---------  --------- --------- ---------  --------
 Expenses:
  Interest ...................     2,113      2,025     2,237     2,187      2,291     2,188     2,718      2,566
  Operating and administrative
   and cost of goods sold ....     5,149      4,640     5,665     4,949      6,134     4,992     7,281      6,006
  Insurance losses and
   policyholder and annuity
   benefits ..................     2,619      2,213     2,705     2,400      2,764     2,239     2,940      2,756
  Provision for losses on
   financing receivables .....       379        332       442       409        227       306       630        562
  Depreciation and
   amortization of buildings
   and equipment and equipment
   on operating leases .......       685        656       823       604        792       669       873        687
  Minority interest in net
   earnings of consolidated
   affiliates ................        38         33        45        33         49        38        54         44
                                ---------  --------  --------- ---------  --------- --------- ---------  --------
 Earnings before income taxes      1,400      1,252     1,461     1,219      1,745     1,584     1,490      1,105
 Provision for income taxes ..      (368)      (371)     (369)     (286)      (483)     (502)     (433)      (205)
                                ---------  --------  --------- ---------  --------- --------- ---------  --------
 Net earnings ................  $  1,032   $    881  $  1,092  $    933   $  1,262  $  1,082  $  1,057   $    900
                                =========  ========  ========= =========  ========= ========= =========  ========
</TABLE>

NOTE 18.       RESTRICTED NET ASSETS OF AFFILIATES

Certain  of  the  Corporation's  consolidated  affiliates  are  restricted  from
remitting  funds to the Parent in the form of dividends or loans by a variety of
regulations,   the   purpose   of  which  is  to  protect   affected   insurance
policyholders,  depositors or  investors.  At year-end  1999,  net assets of the
Corporation's  regulated  affiliates  amounted to $31.0 billion,  of which $25.9
billion was restricted.

NOTE 19.       SUPPLEMENTAL CASH FLOWS INFORMATION

"Other - net  operating  activities"  in the  Statement  of Cash Flows  consists
principally of adjustments to other liabilities, current and noncurrent accruals
and deferrals of costs and expenses, adjustments for gains and losses on assets,
increases  and  decreases  in assets  held for sale,  and other  adjustments  to
assets.

The Statement of Cash Flows excludes  certain noncash  transactions  that had no
significant effect on the investing or financing activities of the Corporation.

Certain supplemental information related to the Corporation's cash flows were as
follows for the past three years.

<TABLE>
<CAPTION>
  (In millions)                                                       1999             1998             1997
                                                                  ---------------  --------------   --------------
  Financing receivables
<S>                                                               <C>              <C>              <C>
  Increase in loans to customers ..............................   $    (95,661)    $    (76,142)    $    (55,689)
  Principal collections from customers - loans ................         86,379           65,573           50,679
  Investment in equipment for financing leases ................        (18,173)         (20,299)         (16,420)
  Principal collections from customers - financing leases .....         13,634           15,467           13,796
  Net change in credit card receivables .......................        (10,740)          (4,705)          (4,186)
  Sales of financing receivables ..............................         11,473           13,805            9,922
                                                                  ---------------  --------------   --------------
                                                                  $    (13,088)    $     (6,301)    $     (1,898)
                                                                  ===============  ==============   ==============
  All other investing activities
  Purchases of securities by insurance and annuity businesses .   $    (26,271)    $    (23,897)    $    (19,274)
  Dispositions and maturities of securities by insurance and
   annuity businesses .........................................         23,979           20,639           17,280
  Proceeds from principal business dispositions ...............            279                -              241
  Other .......................................................         (5,810)          (7,820)          (3,893)
                                                                  ---------------  --------------   --------------
                                                                  $     (7,823)    $    (11,078)    $     (5,646)
                                                                  ===============  ==============   ==============
</TABLE>

                                       37
<PAGE>


<TABLE>
<CAPTION>

  Newly issued debt having maturities longer than 90 days
<S>                                                               <C>              <C>              <C>
  Short-term (91 to 365 days) .................................   $     15,799     $      5,881     $      3,502
  Long-term (longer than one year) ............................         30,082           33,453           15,566
  Proceeds - nonrecourse, leveraged lease debt ................          1,724            2,106            1,757
                                                                  ---------------  --------------   --------------
                                                                  $     47,605     $     41,440     $     20,825
                                                                  ===============  ==============   ==============
  Repayments and other reductions of debt having maturities
    longer than 90 days
  Short-term (91 to 365 days) .................................   $    (21,211)    $    (25,901)    $    (21,320)
  Long-term (longer than one year) ............................         (5,447)          (4,739)          (1,150)
  Principal payments - nonrecourse, leveraged lease debt ......           (266)            (387)            (287)
                                                                  ---------------  --------------   --------------
                                                                  $    (26,924)    $    (31,027)    $    (22,757)
                                                                  ===============  ==============   ==============
  All other financing activities
  Proceeds from sales of investment contracts .................   $      7,236     $      5,149     $      4,717
  Preferred stock issued by consolidated affiliates ...........            513              270              605
  Redemption of investment contracts ..........................         (7,127)          (5,533)          (4,537)
                                                                  ---------------  --------------   --------------
                                                                  $        622     $       (114)    $        785
                                                                  ===============  ==============   ==============
  Cash paid during the year for:
  Interest ....................................................   $     (9,596)    $     (8,677)    $     (7,797)
  Income taxes ................................................           (351)            (947)            (341)
</TABLE>

Changes  in  operating  assets  and  liabilities  are  net of  acquisitions  and
dispositions of businesses.

"Payments for principal businesses  purchased" in the Statement of Cash Flows is
net of cash  acquired  and  includes  debt  assumed  and  immediately  repaid in
acquisitions. In conjunction with the acquisitions,  liabilities were assumed as
follows:

<TABLE>
<CAPTION>
(In millions)                                                          1999            1998             1997
                                                                   --------------   -------------    -------------
<S>                                                                <C>              <C>              <C>
Fair value of assets acquired .................................    $     16,208     $     29,498     $     15,190
Cash paid .....................................................         (10,075)         (18,405)          (4,736)
                                                                   --------------   -------------    -------------
Liabilities assumed ...........................................    $      6,133     $     11,093     $     10,454
                                                                   ==============   =============    =============
</TABLE>

NOTE 20.       ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS

This note contains  estimated  fair values of certain  financial  instruments to
which the Corporation is a party.  Apart from the  Corporation's  own borrowings
and certain  marketable  securities,  relatively  few of these  instruments  are
actively traded. Thus, fair values must often be determined by using one or more
models that indicate value based on estimates of quantifiable characteristics as
of a particular date. Because this undertaking is, by its nature,  difficult and
highly judgmental,  for a limited number of instruments,  alternative  valuation
techniques may have produced  disclosed  values  different from those that could
have been realized at December 31, 1999 or 1998. Assets and liabilities that, as
a matter of  accounting  policy,  are  reflected in the  accompanying  financial
statements  at fair value are not included in the  following  disclosures;  such
items include cash and equivalents, investment securities and separate accounts.

A description of how values are estimated follows.

Borrowings. Based on quoted market prices or market comparables.  Fair values of
interest rate and currency swaps on borrowings are based on quoted market prices
and include the effects of counterparty creditworthiness.

Time sales and loans. Based on quoted market prices,  recent transactions and/or
discounted future cash flows, using rates at which similar loans would have been
made to similar borrowers.

Investment contract benefits. Based on expected future cash flows, discounted at
currently  offered  discount  rates  for  immediate  annuity  contracts  or cash
surrender values for single premium deferred annuities.

                                       38
<PAGE>

Financial  guarantees and credit life.  Based on future cash flows,  considering
expected renewal premiums,  claims, refunds and servicing costs, discounted at a
market rate.

All other instruments.  Based on comparable  transactions,  market  comparables,
discounted future cash flows, quoted market prices, and/or estimates of the cost
to terminate or otherwise settle obligations to counterparties.

Information  about financial  instruments that were not carried at fair value at
December 31, 1999 and 1998, is shown below.

<TABLE>
<CAPTION>
                                                1999                                           1998
                              -------------------------------------------  --------------------------------------------
                                               Assets (liabilities)                          Assets (liabilities)
                                         --------------------------------              --------------------------------
                                         Carrying                                      Carrying
                              Notional    amount    Estimated fair value   Notional     amount    Estimated fair value
                                                    ---------------------                         ---------------------
 (In millions)                 amount      (net)      High        Low       amount       (net)      High        Low
                              ---------  ---------- ----------  ---------  ----------  ---------  ---------- ----------
Assets
<S>                           <C>        <C>        <C>         <C>        <C>         <C>        <C>        <C>
 Time sales and loans ....... $     (a)  $  90,427  $  90,313   $  88,813  $     (a)   $  74,616  $  75,474  $  74,293
 Integrated interest rate
 swaps ......................    15,933         18         59          59     14,135          16       (102)      (102
 Purchased options ..........     8,949         60        174         174     11,195         146        158        158
 Mortgage-related positions
  Mortgage purchase                 669          -          -           -      1,983           -         15         15
    commitments .............
  Mortgage sale commitments .     1,452          -          4           4      3,276           -         (9)        (9)
  Mortgages held for sale ...       (a)      2,522      2,516       2,488        (a)       4,405      4,457      4,457
  Options, including             23,929         76         56          56     21,433          91        181        181
  "floors" ..................
  Interest rate swaps and         4,054          -        (67)        (67)     6,662           -         49         49
  futures ...................
 Other financial instruments        (a)      4,478      4,558       4,528        (a)       3,205      3,433      3,231
Liabilities
 Borrowings and related
   instruments
  Borrowings (b) (c) ........       (a)   (200,025)  (198,798)   (198,798)       (a)    (172,200)  (174,492)  (174,492)
  Interest rate swaps .......    56,339          -        (99)        (99)    46,325           -     (1,449)    (1,449)
  Currency swaps ............    22,744          -     (1,425)     (1,425)    29,645           -        252        252
  Currency forwards .........    26,806          -       (459)       (459)    23,409           -       (389)      (389)
 Investment contract
   benefits .................       (a)    (24,943)   (24,420)    (24,420)       (a)     (23,893)   (23,799)   (23,799)
 Insurance - financial
   guarantees and credit
   life .....................   226,073     (2,757)    (2,797)     (2,909)   208,774      (3,135)    (3,339)    (3,446)
 Credit and liquidity
   support -securitizations .    34,389       (144)      (144)       (144)    21,703         (29)       (29)       (29)
 Performance guarantees
   -principally letters of
   credit ...................     3,472        (56)       (56)        (56)     2,684           -          -          -
 Other financial instruments      2,545     (1,473)    (1,444)     (1,444)     2,888      (1,921)    (1,190)    (1,190)
Other firm commitments
  Currency forwards .........     3,778        (14)       (41)        (41)     5,072           -        (52)       (52)
  Currency swaps ............       767        238        200         200        915          72         72         72
  Ordinary course of
    business lending
    commitments .............     7,822          -          -           -      9,839           -        (12)       (12)
  Unused revolving credit
  lines
   Commercial ...............    11,440          -          -           -      6,401           -          -          -
   Consumer - principally
     credit cards ...........   151,651          -          -           -    132,475           -          -          -
</TABLE>

(a) Not applicable.
(b) Includes  effects of interest rate and currency swaps, which also are listed
     separately.
(c) See note 10.

Additional  information about certain  financial  instruments in the above table
follows.

Currency  forwards  and  options  are  employed  by the  Corporation  to  manage
exposures  to changes in currency  exchange  rates  associated  with  commercial
purchase and sale  transactions and to optimize  borrowing costs as discussed in
note  10.  These  financial  instruments  generally  are  used to fix the  local
currency cost of purchased  goods or services or selling  prices  denominated in
currencies other than the functional  currency.  Currency  exposures that result
from net  investments  in affiliates  are managed  principally by funding assets
denominated in local currency with debt denominated in those same currencies. In
certain  circumstances,  net  investment  exposures are managed  using  currency
forwards and currency swaps.

                                       39
<PAGE>

Options and instruments  containing  option features that behave based on limits
("caps",  "floors" or "collars") on interest rate movement are used primarily to
hedge prepayment risk in certain of the Corporation's business activities,  such
as mortgage servicing and annuities.

Swaps of interest rates and  currencies are used by the  Corporation to optimize
funding costs for a particular funding strategy (see note 10). Interest rate and
currency  swaps,  along with  purchased  options  and  futures,  are used by the
Corporation  to  establish  specific  hedges of  mortgage-related  assets and to
manage net investment exposures.  Credit risk of these positions is evaluated by
management  under the credit  criteria  discussed  below. As part of its ongoing
customer activities,  the Corporation also enters into swaps that are integrated
into  investments  in or  loans  to  particular  customers  and do  not  involve
assumption of third-party  credit risk. Such integrated  swaps are evaluated and
monitored  like  their  associated  investments  or loans and are not  therefore
subject to the same credit criteria that would apply to a stand-alone position.

Counterparty  credit risk - risk that  counterparties will be financially unable
to make  payments  according to the terms of the  agreements - is the  principal
risk associated with swaps,  purchased options and forwards.  Gross market value
of probable  future  receipts is one way to measure this risk, but is meaningful
only in the context of net credit  exposure  to  individual  counterparties.  At
December 31, 1999 and 1998,  this gross market risk amounted to $2.0 billion and
$2.3 billion,  respectively.  Aggregate  fair values that  represent  associated
probable future obligations,  normally associated with a right of offset against
probable  future  receipts,  amounted to $3.6 billion at both  year-end 1999 and
1998.

Except as noted above for positions that are  integrated  into  financings,  all
swaps,  purchased  options and  forwards  are  carried out within the  following
credit policy constraints.

o        Once a counterparty  exceeds a credit exposure limit (see table below),
         no additional  transactions  are permitted until the exposure with that
         counterparty  is  reduced to an amount  that is within the  established
         limit. Open contracts remain in force.

         Counterparty credit criteria
<TABLE>
<CAPTION>
                                                                                        Credit rating
                                                                               -------------------------------
                                                                                                 Standard &
                                                                                  Moody's          Poor's
                                                                               --------------   --------------
         <S>                                                                       <C>               <C>
         Term of transaction
           Between one and five years ......................................        Aa3              AA-
           Greater than five years .........................................        Aaa              AAA
         Credit exposure limits
           Up to $50 million ...............................................        Aa3              AA-
           Up to $75 million ...............................................        Aaa              AAA
</TABLE>

o        All swaps are executed under master swap agreements  containing  mutual
         credit  downgrade  provisions  that  provide  the  ability  to  require
         assignment or termination in the event either party is downgraded below
         A3 or A-.

More credit latitude is permitted for  transactions  having original  maturities
shorter than one year because of their lower risk.

                                       40
<PAGE>


NOTE 21.       GEOGRAPHIC SEGMENT INFORMATION

The table below  presents data by geographic  region.  Revenues  shown below are
classified according to their country of origin.
<TABLE>
<CAPTION>

                                              Revenues                             Long-lived assets
                                   For the years ended December 31                  At December 31
                               ----------------------------------------- ----------------------------------------
 (In millions)                     1999          1998          1997          1999          1998          1997
                               ------------- ------------- ------------- ------------  ------------  ------------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
 United States ..............  $   34,063    $   30,498    $   26,188    $   13,270    $   10,476    $    9,714
 Europe .....................      14,045        13,072         9,490         3,449         3,614         2,727
 Pacific Basin ..............       3,722         1,418           940         1,280           625           270
 Global (a) .................       1,788         1,682         1,669         8,960         8,160         7,543
 Other (b) ..................       2,131         2,024         1,644         1,682         1,161           944
                               ------------- ------------- ------------- ------------  ------------  ------------
   Total ....................  $   55,749    $   48,694    $   39,931    $   28,641    $   24,036    $   21,198
                               ============= ============= ============= ============  ============  ============
</TABLE>

(a)  Includes  operations  that cannot  meaningfully be associated with specific
     geographic areas (for example,  commercial aircraft and shipping containers
     used on ocean-going vessels).

(b)  Principally the Americas other than the United States.


Item 9.      Changes  in and  Disagreements with  Accountants on  Accounting and
             Financial Disclosure.

                                 Not applicable

                                       41
<PAGE>


                                    PART III

Item 10.     Directors and Executive Officers of the Registrant.

                                     Omitted

Item 11.     Executive Compensation.

                                     Omitted

Item 12.     Security Ownership of Certain Beneficial Owners and Management.

                                     Omitted

Item 13.     Certain Relationships and Related Transactions.

                                     Omitted

                                       42
<PAGE>


                                     PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)  1.      Financial Statements

             Included in Part II of this report:

                Independent Auditors' Report

                Statement of Earnings for  each of  the years in  the three-year
                    period ended December 31, 1999

                Statement of Changes  in  Share Owners'  Equity for each of  the
                    years in the three-year period ended

                  December 31, 1999

                Statement of Financial Position at December 31, 1999 and 1998

                Statement of Cash Flows for each of the years in the  three-year
                    period ended December 31, 1999

                Notes to Consolidated Financial Statements

             Incorporated by reference:

                The  consolidated   financial  statements  of  General  Electric
                Company,  set forth in the Annual Report on Form 10-K of General
                Electric Company (S.E.C.  File No. 001-00035) for the year ended
                December 31, 1999 (pages F-1 through F-44) and Exhibit 12 (Ratio
                of Earnings to Fixed Charges) of General Electric Company.

(a)  2.      Financial Statement Schedules

             Schedule I.   Condensed financial information of registrant.

             Schedule  V.  Supplemental   information  concerning  property  and
                           casualty insurance operations.

             All  other   schedules  are  omitted  because  of  the  absence  of
             conditions  under which they are  required or because the  required
             information is shown in the financial statements or notes thereto.

(a)  3.      Exhibit Index

             The exhibits  listed below,  as part of Form 10-K,  are numbered in
             conformity with the numbering used in Item 601 of Regulation S-K of
             the Securities and Exchange Commission.


Exhibit                           Description
Number

3(i)   A complete copy of the Certificate of Incorporation of the Corporation as
       last amended on July 22, 1999 and currently in effect,  consisting of the
       following:  (a) the Certificate of Incorporation of the Corporation as in
       effect  immediately  prior to the filing of a Certificate of Amendment on
       July  22,  1999  (incorporated  by  reference  to  Exhibit  3(i)  of  the
       Corporation's Form 10-K Report for the year ended December 31, 1993); and
       (b) a Certificate of Amendment  filed with the Office of the Secretary of
       State,  State of Delaware on July 22, 1999  (incorporated by reference to
       Exhibit 3(i) of the Corporation's  Form 10-Q Report for the quarter ended
       June 26, 1999).

3(ii)  A complete copy of the By-Laws of the Corporation as last amended on June
       30, 1994, and currently in effect.  (Incorporated by reference to Exhibit
       3(ii) of the  Corporation's  Form 10-K Report for the year ended December
       31, 1994).

4(a)   Agreement  to furnish to the  Securities  and  Exchange  Commission  upon
       request a copy of  instruments  defining the rights of holders of certain
       long-term  debt  of  the  registrant  and  all   subsidiaries  for  which
       consolidated or  unconsolidated  financial  statements are required to be
       filed.

12(a)  Computation of ratio of earnings to fixed charges.

12(b)  Computation  of ratio of earnings to combined fixed charges and preferred
       stock dividends.

                                       43
<PAGE>

23(ii) Consent of KPMG LLP.

24     Power of Attorney.

27     Financial Data Schedule (filed electronically herewith).

99(a)  Income  Maintenance  Agreement  dated  March 28,  1991,  between  General
       Electric Company and General Electric Capital Corporation.  (Incorporated
       by reference to Exhibit 28 of the Corporation's  Form 10-K Report for the
       year ended December 31, 1992).

99(b)  The consolidated  financial  statements of General Electric Company,  set
       forth in the  Annual  Report on Form  10-K of  General  Electric  Company
       (S.E.C.  File No. 001-00035) for the year ended December 31, 1999, (pages
       F-1 through F-44) and Exhibit 12 (Ratio of Earnings to Fixed  Charges) of
       General Electric Company.

99(c)  Item 1.  Business - Property and Casualty  Reserves for Unpaid Claims and
       Claim Expenses,  set forth in the Annual Report on Form 10-K of GE Global
       Insurance  Holding  Corporation  (S.E.C.  File No.  0-27394) for the year
       ended December 31, 1999 (Pages 5 through 10).

99(d)  Letter,  dated  February  4, 1999,  from Dennis D.  Dammerman  of General
       Electric   Company  to  Denis  J.  Nayden  of  General  Electric  Capital
       Corporation  pursuant to which General Electric Company agrees to provide
       additional equity to General Electric Capital  Corporation in conjunction
       with certain  redemptions  by General  Electric  Capital  Corporation  of
       shares of its  Variable  Cumulative  Preferred  Stock.  (Incorporated  by
       reference  to Exhibit 99 (g) to General  Electric  Capital  Corporation's
       Post-Effective  Amendment  No. 1 to  Registration  Statement on Form S-3,
       File No. 333-59707).


  (b)  Reports on Form 8-K

                            None.



                                       44
<PAGE>

<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

For the years ended December 31 (In millions)                             1999             1998             1997
                                                                      -------------    -------------    -------------
<S>                                                                   <C>                <C>            <C>
REVENUES .........................................................    $        26        $       1      $       237
                                                                      -------------    -------------    -------------
EXPENSES:
  Interest .......................................................            378              306              289
  Operating and administrative ...................................            342              234              445
                                                                      -------------    -------------    -------------
 Loss before income taxes and equity in earnings of affiliates ...           (694)            (539)            (497)
 Income tax benefit ..............................................            194              143              175
 Equity in earnings of affiliates ................................          4,943            4,192            3,578
                                                                      -------------    -------------    -------------
 NET EARNINGS ....................................................          4,443            3,796            3,256
 Dividends paid ..................................................         (1,666)          (1,672)          (1,659)
 Retained earnings at January 1 ..................................         15,075           12,951           11,354
                                                                      -------------    -------------    -------------
 RETAINED EARNINGS AT DECEMBER 31 ................................    $    17,852      $    15,075      $    12,951
                                                                      =============    =============    =============
</TABLE>


See Notes to Condensed Financial Statements.



                                       45
<PAGE>

<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

    SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - (Continued)

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                    CONDENSED STATEMENT OF FINANCIAL POSITION

 At December 31 (In millions)                                                               1999             1998
                                                                                       --------------   --------------
 ASSETS
<S>                                                                                    <C>
 Cash and equivalents ..............................................................   $         -                -
 Investment in and advances to affiliates ..........................................        27,325           26,611
 Other assets.......................................................................           242              308
                                                                                       --------------   --------------
  Total assets .....................................................................   $    27,567      $    26,919
                                                                                       ==============   ==============
 LIABILITIES AND EQUITY
 Short-term borrowings .............................................................   $     6,137      $     6,018
 Long-term borrowings ..............................................................           299              299
 Accounts payable ..................................................................            12               72
 Other liabilities .................................................................           298              303
                                                                                       --------------   --------------
  Total liabilities ................................................................         6,746            6,692
                                                                                       --------------   --------------
 Cumulative preferred stock, $10,000 par value (80,000 shares authorized; 51,000
   shares issued and held primarily by affiliates at December 31, 1999 and 1998) ...           510              510
 Common stock, $1,000 par value (1,260  and 1,010 shares  authorized at December
   31, 1999  and  1998,  respectively,  1,012  and 1,010  shares  outstanding at
   December 31, 1999 and 1998, respectively) .......................................             1                1
 Additional paid-in capital ........................................................         2,672            2,480
 Retained earnings .................................................................        17,852           15,075
 Accumulated unrealized gains on investment securities held by affiliates - net (a)            170            2,376
 Accumulated foreign currency translation adjustments (a) ..........................          (384)            (215)
                                                                                       --------------   --------------
  Total equity .....................................................................        20,821           20,227
                                                                                       --------------   --------------
  Total liabilities and equity .....................................................   $    27,567      $    26,919
                                                                                       ==============   ==============
</TABLE>

(a)  The sum of accumulated  unrealized  gains on investment  securities held by
     affiliates  and  accumulated  foreign  currency   translation   adjustments
     constitutes  "Accumulated  nonowner  changes other than  earnings," and was
     ($214) million and $2,161 million at year-end 1999 and 1998, respectively.

See Notes to Condensed Financial Statements.



                                       46
<PAGE>

<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

    SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - (Continued)

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                        CONDENSED STATEMENT OF CASH FLOWS

 For the years ended December 31 (In millions)                            1999             1998             1997
                                                                      --------------   --------------   --------------
<S>                                                                   <C>              <C>              <C>
 CASH FROM OPERATING ACTIVITIES ...................................   $     1,387      $       669      $     1,414
                                                                      --------------   --------------   --------------
 CASH FLOWS FROM INVESTING ACTIVITIES
 Change in investment and advances to affiliates ..................            45           (1,339)              59
 Net change in other assets .......................................           115             (101)             (44)
                                                                      --------------   --------------   --------------
   Cash from (used for) investing activities ......................           160           (1,440)              15
                                                                      --------------   --------------   --------------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Net change in borrowings (less than 90-day maturities) ...........           119            2,443              223
 Dividends paid ...................................................        (1,666)          (1,672)          (1,659)
                                                                      --------------   --------------   --------------
   Cash (used for) from financing activities ......................        (1,547)             771           (1,436)
                                                                      --------------   --------------   --------------
 DECREASE IN CASH AND EQUIVALENTS DURING THE YEAR .................             -                -               (7)
 CASH AND EQUIVALENTS AT BEGINNING OF YEAR ........................             -                -                7
                                                                      --------------   --------------   --------------
 CASH AND EQUIVALENTS AT END OF YEAR ..............................   $         -      $         -      $         -
                                                                      ==============   ==============   ==============
</TABLE>


See Notes to Condensed Financial Statements.


                                       47
<PAGE>


       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

    SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - (Concluded)

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Income taxes

General  Electric  Company files a consolidated  U.S.  federal income tax return
which includes General Electric Capital Services,  Inc. ("GE Capital Services").
Income  tax  benefit   includes  the  effect  of  GE  Capital  Services  on  the
consolidated return.

Dividends from affiliates

In 1999 and 1998,  GE Capital  Services  received  dividends of $338 million and
$363 million,  respectively,  from GE Global Insurance  Holding  Corporation and
$1,423 million and $798 million,  respectively,  from General  Electric  Capital
Corporation ("GE Capital").

                                       48
<PAGE>

<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                SCHEDULE V - SUPPLEMENTAL INFORMATION CONCERNING

                   PROPERTY AND CASUALTY INSURANCE OPERATIONS

(in millions)
                    At December 31                                             Year ended December 31
         ------------------------------------------ -------------------------------------------------------------------------------
                                 Discount
                                 deducted
                                     from
                    Liabliity  liability                                     Claims and claims
                    for upaid for unpaid                                     adjustment expenses  Amortization
          Defered  claims and claims and                Earned               incurred related to:  of deferred Paid claims
           policy      claims     claims              premiums         Net   ------------------        policy  and claims
      acquisition   djustment adjustment  Unearned         and  investment   Current     Prior    acquisition adjustment   Premiums
            costs    expenses   expenses  premiums commissions      income      Year     Years          costs   expenses    written
         --------   ---------     ------   -------    --------   ---------   --------   -------      --------   --------   --------
<S>      <C>        <C>           <C>      <C>        <C>        <C>         <C>        <C>          <C>        <C>        <C>
1999     $  1,089   $  19,683     $  334   $ 4,505    $  8,185   $   1,464   $  5,211   $   185      $  2,088   $  5,854   $  8,424
         ========   =========     ======   =======    ========   =========   ========   =======      ========   ========   ========
1998     $  1,079   $  18,396    $   354   $ 4,293    $  7,183   $   1,327   $  4,508   $  (186)     $  1,635   $  4,641   $  7,490
         ========   =========    =======   =======    ========   =========   ========   =======      ========   ========   ========
1997     $    853   $  13,672    $   347   $ 3,653    $  5,702   $   1,185   $  3,355   $   124      $  1,365   $  3,505   $  5,645
         ========   =========    =======   =======    ========   =========   ========   =======      ========   ========   ========

</TABLE>


                                       49
<PAGE>


56

                                                                   Exhibit 4 (a)

                                                                  March 14, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.

Washington, D.C. 20549

Subject:   General Electric Capital Services, Inc. Annual Report on Form 10-K
           for the fiscal year ended December 31, 1999 - File No. 0-14804

Dear Sirs:

Neither General Electric Capital Services,  Inc. (the  "Corporation") nor any of
its  subsidiaries  has  outstanding any instrument with respect to its long-term
debt that is not  registered  or filed with the  Commission  and under which the
total  amount of  securities  authorized  exceeds 10% of the total assets of the
registrant and its  subsidiaries  on a consolidated  basis.  In accordance  with
paragraph (b) (4) (iii) of Item 601 of Regulation S-K (17 CFR  ss.229.601),  the
Corporation hereby agrees to furnish to the Securities and Exchange  Commission,
upon request,  a copy of each instrument  which defines the rights of holders of
such long-term debt.

                                         Very truly yours,

                                         GENERAL ELECTRIC CAPITAL SERVICES, INC.


                                         By: /s/ J.A. Parke
                                             J.A. Parke,
                                             Executive Vice President and
                                             Chief Financial Officer

                                       50
<PAGE>


                                                                  Exhibit 12 (a)
<TABLE>
<CAPTION>

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                           AND CONSOLIDATED AFFILIATES

                Computation of Ratio of Earnings to Fixed Charges

                                                                        Years ended December 31
                                                    -----------------------------------------------------------------
 (Dollars in millions)                                 1999          1998         1997         1996          1995
                                                    ------------  -----------  ------------ ------------  -----------
<S>                                                 <C>           <C>          <C>          <C>           <C>
 Net earnings ....................................  $   4,443     $   3,796    $   3,256    $   2,817     $   2,415
 Provision for income taxes ......................      1,653         1,364        1,166        1,231         1,105
 Minority interest ...............................        186           148          121          167           140
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest ......................................      6,282         5,308        4,543        4,215         3,660
                                                    ------------  -----------  ------------ ------------  -----------
 Fixed charges:
   Interest ......................................      9,607         9,122        7,762        7,402         6,731
   One-third of rentals ..........................        356           296          245          182           175
                                                    ------------  -----------  ------------ ------------  -----------
 Total fixed charges .............................      9,963         9,418        8,007        7,584         6,906
 Less interest capitalized, net of amortization ..        (87)          (88)         (52)         (41)          (21)
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest, plus fixed charges ..................   $ 16,158      $ 14,638     $ 12,498     $ 11,758      $ 10,545
                                                    ============  ===========  ============ ============  ===========
 Ratio of earnings to fixed charges ..............       1.62         1.55          1.56         1.55         1.53
                                                    ============  ===========  ============ ============  ===========

</TABLE>


                                       51
<PAGE>


                                                                  Exhibit 12 (b)
<TABLE>
<CAPTION>

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                           AND CONSOLIDATED AFFILIATES

     Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends



                                                                        Years ended December 31
                                                    -----------------------------------------------------------------
 (Dollars in millions)                                 1999          1998         1997         1996          1995
                                                    ------------  -----------  ------------ ------------  -----------
<S>                                                  <C>           <C>          <C>          <C>           <C>
 Net earnings ....................................   $  4,443      $  3,796     $  3,256     $  2,817      $  2,415
 Provision for income taxes ......................      1,653         1,364        1,166        1,231         1,105
 Minority interest ...............................        186           148          121          167           140
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest ......................................      6,282         5,308        4,543        4,215         3,660
                                                    ------------  -----------  ------------ ------------  -----------
 Fixed charges:
   Interest ......................................      9,607         9,122        7,762        7,402         6,731
   One-third of rentals ..........................        356           296          245          182           175
                                                    ------------  -----------  ------------ ------------  -----------
 Total fixed charges .............................      9,963         9,418        8,007        7,584         6,906
                                                    ------------  -----------  ------------ ------------  -----------
 Less interest capitalized, net of amortization ..        (87)          (88)         (52)         (41)          (21)
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest, plus fixed charges ..................    $16,158       $14,638      $12,498      $11,758       $10,545
                                                    ============  ===========  ============ ============  ===========
 Preferred stock dividend requirements ...........  $       1     $       1    $       1    $       1     $       1
 Ratio of earnings before provisions for income
   taxes to net earnings .........................       1.37          1.36         1.36         1.44          1.46
                                                    ------------  -----------  ------------ ------------  -----------
 Preferred stock dividend factor on pre-tax basis           1             1            1            1             1
 Fixed charges ...................................      9,963         9,418        8,007        7,584         6,906
                                                    ------------  -----------  ------------ ------------  -----------
 Total fixed charges and preferred stock dividend
   requirements ..................................   $  9,964      $  9,419     $  8,008     $  7,585      $  6,907
                                                    ============  ===========  ============ ============  ===========
 Ratio of earnings to combined fixed charges and
   preferred stock dividends .....................       1.62         1.55          1.56         1.55         1.53
                                                    ============  ===========  ============ ============  ===========

</TABLE>

                                       52
<PAGE>


                                                                 Exhibit 23 (ii)

To the Board of Directors
General Electric Capital Services, Inc.:

We consent to  incorporation  by reference in the  Registration  Statement  (No.
33-7348) on Form S-3 of General Electric Capital  Services,  Inc., of our report
dated  February 4, 2000,  relating to the  statement  of  financial  position of
General  Electric  Capital  Services,  Inc. and  consolidated  affiliates  as of
December 31, 1999 and 1998, and the related  statements of earnings,  changes in
share  owners'  equity  and cash  flows for each of the years in the  three-year
period ended December 31, 1999, and related  schedules,  which report appears in
the December  31, 1999 annual  report on Form 10-K of General  Electric  Capital
Services, Inc.

/s/ KPMG LLP

Stamford, Connecticut
March 14, 2000

                                       53
<PAGE>


                                                                      Exhibit 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned,  being directors
and/or  officers  of  General  Electric  Capital  Services,   Inc.,  a  Delaware
corporation  (the  "Corporation"),  hereby  constitutes  and appoints  Dennis D.
Dammerman,  James A. Parke,  Joan C. Amble and Nancy E. Barton and each of them,
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him and in his  name,  place  and stead in any and all
capacities, to sign one or more Annual Reports for the Corporation's fiscal year
ended December 31, 1999, on Form 10-K under the Securities Exchange Act of 1934,
as amended,  or such other form as such  attorney-in-fact  may deem necessary or
desirable, any amendments thereto, and all additional amendments thereto in such
form as they or any one of them  may  approve,  and to file  the  same  with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing  requisite  and necessary to be done to the end that such Annual Report or
Annual  Reports  shall  comply  with the  Securities  Exchange  Act of 1934,  as
amended, and the applicable Rules and Regulations of the Securities and Exchange
Commission  adopted or issued pursuant thereto,  as fully and to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or  any of  them  or  their  or his
substitute  or  resubstitute,  may  lawfully  do or cause  to be done by  virtue
hereof.

IN WITNESS WHEREOF,  each of the undersigned has hereunto set his hand this 14th
day of March, 2000.

/s/ Dennis D. Dammerman                       /s/ James A. Parke
- ------------------------------------          ------------------
Dennis D. Dammerman,                          James A. Parke,
Chairman of the Board                         Director, Executive Vice President
and Chief Executive Officer                   and Chief Financial Officer
(Principal Executive Officer)                 (Principal Financial Officer)


                                    /s/ Joan C. Amble
                                    -----------------
                                    Joan C. Amble,
                                    Vice President and Controller
                                    (Principal Accounting Officer)












                                                                   (Page 1 of 2)


                                       54
<PAGE>



                                               /s/ Denis J. Nayden
- -------------------------------------          ---------------------------------
Nigel D.T. Andrews,                            Denis J. Nayden,
Director                                       Director

/s/ Nancy E. Barton
- -------------------------------------          ---------------------------------
Nancy E. Barton,                               Michael A. Neal,
Director                                       Director

/s/ James R. Bunt                              /s/ Gary M. Reiner
- -------------------------------------          ---------------------------------
James R. Bunt,                                 Gary M. Reiner,
Director                                       Director

/s/ David L. Calhoun                           /s/ John M. Samuels
- -------------------------------------          ---------------------------------
David L. Calhoun,                              John M. Samuels,
Director                                       Director

                                               /s/ Keith S. Sherin
- -------------------------------------          ---------------------------------
Benjamin W. Heineman, Jr.,                     Keith S. Sherin,
Director                                       Director

/s/ Jeffrey R. Immelt
- -------------------------------------          ---------------------------------
Jeffrey R. Immelt,                             Edward D. Stewart,
Director                                       Director

/s/ W. James McNerney, Jr.                     /s/ John F. Welch, Jr.
- -------------------------------------          ---------------------------------
W. James McNerney, Jr.,                        John F. Welch, Jr.,
Director                                       Director

/s/ John H. Myers
- -------------------------------------          ---------------------------------
John H. Myers,                                 William A. Woodburn,
Director                                       Director

/s/ Robert L. Nardelli
- -------------------------------------
Robert L. Nardelli,
Director





A MAJORITY OF THE BOARD OF DIRECTORS







                                                                   (Page 2 of 2)
                                       55
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

March 14, 2000                           By: /s/ Dennis D. Dammerman
                                             ------------------------------
                                             (Dennis D. Dammerman)
                                              Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the date indicated.


    Signature                         Title                       Date

/s/ Dennis D. Dammerman      Chairman of the Board and            March 14, 2000
- ---------------------------  Chief Executive Officer
(Dennis D. Dammerman)       (Principal Executive Officer)


/s/ James A. Parke           Director, Executive Vice President   March 14, 2000
- --------------------------   and Chief Financial Officer
(James A. Parke)            (Principal Financial Officer)


/s/ Joan C. Amble             Vice President and Controller       March 14, 2000
- --------------------------   (Principal Accounting Officer)
(Joan C. Amble)


NANCY E. BARTON *                         Director
JAMES R. BUNT *                           Director
DAVID L. CALHOUN *                        Director
DENNIS D. DAMMERMAN *                     Director
JEFFREY R. IMMELT *                       Director
W. JAMES McNERNEY, JR. *                  Director
JOHN H. MYERS *                           Director
ROBERT L. NARDELLI *                      Director
DENIS J. NAYDEN *                         Director
JAMES A. PARKE *                          Director
GARY M. REINER *                          Director
JOHN M. SAMUELS *                         Director
KEITH S. SHERIN *                         Director
JOHN F. WELCH, JR. *                      Director

A MAJORITY OF THE BOARD OF DIRECTORS

*By:         /s/ Joan C. Amble                                    March 14, 2000
         ---------------------------
              (Joan C. Amble)
              Attorney-in-fact

                                       56



<PAGE>
                                                                   Exhibit 4 (a)

                                                                  March 14, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.

Washington, D.C. 20549

Subject:   General Electric Capital Services, Inc. Annual Report on Form 10-K
           for the fiscal year ended December 31, 1999 - File No. 0-14804

Dear Sirs:

Neither General Electric Capital Services,  Inc. (the  "Corporation") nor any of
its  subsidiaries  has  outstanding any instrument with respect to its long-term
debt that is not  registered  or filed with the  Commission  and under which the
total  amount of  securities  authorized  exceeds 10% of the total assets of the
registrant and its  subsidiaries  on a consolidated  basis.  In accordance  with
paragraph (b) (4) (iii) of Item 601 of Regulation S-K (17 CFR  ss.229.601),  the
Corporation hereby agrees to furnish to the Securities and Exchange  Commission,
upon request,  a copy of each instrument  which defines the rights of holders of
such long-term debt.

                                         Very truly yours,

                                         GENERAL ELECTRIC CAPITAL SERVICES, INC.


                                         By: /s/ J.A. Parke
                                             J.A. Parke,
                                             Executive Vice President and
                                             Chief Financial Officer




<PAGE>
                                                                  Exhibit 12 (a)
<TABLE>
<CAPTION>

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                           AND CONSOLIDATED AFFILIATES

                Computation of Ratio of Earnings to Fixed Charges

                                                                        Years ended December 31
                                                    -----------------------------------------------------------------
 (Dollars in millions)                                 1999          1998         1997         1996          1995
                                                    ------------  -----------  ------------ ------------  -----------
<S>                                                 <C>           <C>          <C>          <C>           <C>
 Net earnings ....................................  $   4,443     $   3,796    $   3,256    $   2,817     $   2,415
 Provision for income taxes ......................      1,653         1,364        1,166        1,231         1,105
 Minority interest ...............................        186           148          121          167           140
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest ......................................      6,282         5,308        4,543        4,215         3,660
                                                    ------------  -----------  ------------ ------------  -----------
 Fixed charges:
   Interest ......................................      9,607         9,122        7,762        7,402         6,731
   One-third of rentals ..........................        356           296          245          182           175
                                                    ------------  -----------  ------------ ------------  -----------
 Total fixed charges .............................      9,963         9,418        8,007        7,584         6,906
 Less interest capitalized, net of amortization ..        (87)          (88)         (52)         (41)          (21)
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest, plus fixed charges ..................   $ 16,158      $ 14,638     $ 12,498     $ 11,758      $ 10,545
                                                    ============  ===========  ============ ============  ===========
 Ratio of earnings to fixed charges ..............       1.62         1.55          1.56         1.55         1.53
                                                    ============  ===========  ============ ============  ===========

</TABLE>




<PAGE>
                                                                  Exhibit 12 (b)
<TABLE>
<CAPTION>

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                           AND CONSOLIDATED AFFILIATES

     Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends



                                                                        Years ended December 31
                                                    -----------------------------------------------------------------
 (Dollars in millions)                                 1999          1998         1997         1996          1995
                                                    ------------  -----------  ------------ ------------  -----------
<S>                                                  <C>           <C>          <C>          <C>           <C>
 Net earnings ....................................   $  4,443      $  3,796     $  3,256     $  2,817      $  2,415
 Provision for income taxes ......................      1,653         1,364        1,166        1,231         1,105
 Minority interest ...............................        186           148          121          167           140
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest ......................................      6,282         5,308        4,543        4,215         3,660
                                                    ------------  -----------  ------------ ------------  -----------
 Fixed charges:
   Interest ......................................      9,607         9,122        7,762        7,402         6,731
   One-third of rentals ..........................        356           296          245          182           175
                                                    ------------  -----------  ------------ ------------  -----------
 Total fixed charges .............................      9,963         9,418        8,007        7,584         6,906
                                                    ------------  -----------  ------------ ------------  -----------
 Less interest capitalized, net of amortization ..        (87)          (88)         (52)         (41)          (21)
                                                    ------------  -----------  ------------ ------------  -----------
 Earnings before income taxes and minority
   interest, plus fixed charges ..................    $16,158       $14,638      $12,498      $11,758       $10,545
                                                    ============  ===========  ============ ============  ===========
 Preferred stock dividend requirements ...........  $       1     $       1    $       1    $       1     $       1
 Ratio of earnings before provisions for income
   taxes to net earnings .........................       1.37          1.36         1.36         1.44          1.46
                                                    ------------  -----------  ------------ ------------  -----------
 Preferred stock dividend factor on pre-tax basis           1             1            1            1             1
 Fixed charges ...................................      9,963         9,418        8,007        7,584         6,906
                                                    ------------  -----------  ------------ ------------  -----------
 Total fixed charges and preferred stock dividend
   requirements ..................................   $  9,964      $  9,419     $  8,008     $  7,585      $  6,907
                                                    ============  ===========  ============ ============  ===========
 Ratio of earnings to combined fixed charges and
   preferred stock dividends .....................       1.62         1.55          1.56         1.55         1.53
                                                    ============  ===========  ============ ============  ===========

</TABLE>




<PAGE>
                                                                 Exhibit 23 (ii)

To the Board of Directors
General Electric Capital Services, Inc.:

We consent to  incorporation  by reference in the  Registration  Statement  (No.
33-7348) on Form S-3 of General Electric Capital  Services,  Inc., of our report
dated  February 4, 2000,  relating to the  statement  of  financial  position of
General  Electric  Capital  Services,  Inc. and  consolidated  affiliates  as of
December 31, 1999 and 1998, and the related  statements of earnings,  changes in
share  owners'  equity  and cash  flows for each of the years in the  three-year
period ended December 31, 1999, and related  schedules,  which report appears in
the December  31, 1999 annual  report on Form 10-K of General  Electric  Capital
Services, Inc.

/s/ KPMG LLP

Stamford, Connecticut
March 14, 2000


<PAGE>
                                                                      Exhibit 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned,  being directors
and/or  officers  of  General  Electric  Capital  Services,   Inc.,  a  Delaware
corporation  (the  "Corporation"),  hereby  constitutes  and appoints  Dennis D.
Dammerman,  James A. Parke,  Joan C. Amble and Nancy E. Barton and each of them,
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him and in his  name,  place  and stead in any and all
capacities, to sign one or more Annual Reports for the Corporation's fiscal year
ended December 31, 1999, on Form 10-K under the Securities Exchange Act of 1934,
as amended,  or such other form as such  attorney-in-fact  may deem necessary or
desirable, any amendments thereto, and all additional amendments thereto in such
form as they or any one of them  may  approve,  and to file  the  same  with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing  requisite  and necessary to be done to the end that such Annual Report or
Annual  Reports  shall  comply  with the  Securities  Exchange  Act of 1934,  as
amended, and the applicable Rules and Regulations of the Securities and Exchange
Commission  adopted or issued pursuant thereto,  as fully and to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or  any of  them  or  their  or his
substitute  or  resubstitute,  may  lawfully  do or cause  to be done by  virtue
hereof.

IN WITNESS WHEREOF,  each of the undersigned has hereunto set his hand this 14th
day of March, 2000.

/s/ Dennis D. Dammerman                       /s/ James A. Parke
- ------------------------------------          ------------------
Dennis D. Dammerman,                          James A. Parke,
Chairman of the Board                         Director, Executive Vice President
and Chief Executive Officer                   and Chief Financial Officer
(Principal Executive Officer)                 (Principal Financial Officer)


                                    /s/ Joan C. Amble
                                    -----------------
                                    Joan C. Amble,
                                    Vice President and Controller
                                    (Principal Accounting Officer)












                                                                   (Page 1 of 2)



<PAGE>



                                               /s/ Denis J. Nayden
- -------------------------------------          ---------------------------------
Nigel D.T. Andrews,                            Denis J. Nayden,
Director                                       Director

/s/ Nancy E. Barton
- -------------------------------------          ---------------------------------
Nancy E. Barton,                               Michael A. Neal,
Director                                       Director

/s/ James R. Bunt                              /s/ Gary M. Reiner
- -------------------------------------          ---------------------------------
James R. Bunt,                                 Gary M. Reiner,
Director                                       Director

/s/ David L. Calhoun                           /s/ John M. Samuels
- -------------------------------------          ---------------------------------
David L. Calhoun,                              John M. Samuels,
Director                                       Director

                                               /s/ Keith S. Sherin
- -------------------------------------          ---------------------------------
Benjamin W. Heineman, Jr.,                     Keith S. Sherin,
Director                                       Director

/s/ Jeffrey R. Immelt
- -------------------------------------          ---------------------------------
Jeffrey R. Immelt,                             Edward D. Stewart,
Director                                       Director

/s/ W. James McNerney, Jr.                     /s/ John F. Welch, Jr.
- -------------------------------------          ---------------------------------
W. James McNerney, Jr.,                        John F. Welch, Jr.,
Director                                       Director

/s/ John H. Myers
- -------------------------------------          ---------------------------------
John H. Myers,                                 William A. Woodburn,
Director                                       Director

/s/ Robert L. Nardelli
- -------------------------------------
Robert L. Nardelli,
Director





A MAJORITY OF THE BOARD OF DIRECTORS







                                                                   (Page 2 of 2)

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
consolidated financial statements for the period ended December 31, 1999, 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>                                  12-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   DEC-31-1999
<CASH>                                         6,931
<SECURITIES>                                   80,485
<RECEIVABLES>                                  141,408
<ALLOWANCES>                                   3,779
<INVENTORY>                                    1,209
<CURRENT-ASSETS>                               0
<PP&E>                                         38,160
<DEPRECIATION>                                 9,519
<TOTAL-ASSETS>                                 345,018
<CURRENT-LIABILITIES>                          0
<BONDS>                                        70,766
                          0
                                    10
<COMMON>                                       1
<OTHER-SE>                                     20,310
<TOTAL-LIABILITY-AND-EQUITY>                   345,018
<SALES>                                        8,740
<TOTAL-REVENUES>                               55,749
<CGS>                                          7,976
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               16,253
<LOSS-PROVISION>                               1,678
<INTEREST-EXPENSE>                             9,359
<INCOME-PRETAX>                                6,096
<INCOME-TAX>                                   1,653
<INCOME-CONTINUING>                            4,443
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   4,443
<EPS-BASIC>                                    0.00
<EPS-DILUTED>                                  0.00



</TABLE>

<PAGE>

PAGE F-1
ANNUAL REPORT PAGE 33

FINANCIAL SECTION

      CONTENTS

40    INDEPENDENT AUDITORS' REPORT

      AUDITED FINANCIAL STATEMENTS
34    Earnings
34    Changes in Share Owners' Equity
36    Financial Position
38    Cash Flows
56    Notes to Consolidated Financial Statements

      MANAGEMENT'S DISCUSSION
40    Financial Responsibility
41    Operations
41       Consolidated Operations
43       Segment Operations
48       International Operations
50    Financial Resources and Liquidity
54    Selected Financial Data

                                 [CHART HERE]
CONSOLIDATED REVENUES
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                       $70.028     $79.179     $90.840    $100.469  $111.630
- -----------------------------------------------------------------------------

                                 [CHART HERE]
EARNINGS PER SHARE
- -----------------------------------------------------------------------------
(IN DOLLARS)              1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                         $1.93       $2.16       $2.46       $2.80     $3.22
- -----------------------------------------------------------------------------


                                 [CHART HERE]
DIVIDENDS DECLARED PER SHARE
- -----------------------------------------------------------------------------
(IN DOLLARS)              1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                        $0.845      $0.950      $1.080      $1.250    $1.460
- -----------------------------------------------------------------------------

<PAGE>

PAGE F-2
ANNUAL REPORT PAGE 34

<TABLE>
STATEMENT OF EARNINGS
<CAPTION>
                                                      General Electric Company
For the years ended December 31                     and consolidated affiliates
(In millions; per-share amounts in dollars)   ----------------------------------
                                                  1999         1998        1997
- --------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>
REVENUES
   Sales of goods                            $  47,785    $  43,749    $ 40,675
   Sales of services                            16,283       14,938      12,729
   Other income (note 2)                           798          649       2,300
   Earnings of GECS                               --           --          --
   GECS revenues from services (note 3)         46,764       41,133      35,136
                                             ----------------------------------
        Total revenues                         111,630      100,469      90,840
                                             ----------------------------------
COSTS AND EXPENSES (NOTE 4)
   Cost of goods sold                           34,554       31,772      30,889
   Cost of services sold                        11,404       10,508       9,199
   Interest and other financial charges         10,013        9,753       8,384
   Insurance losses and policyholder and
     annuity benefits                           11,028        9,608       8,278
   Provision for losses on financing
     receivables (note 13)                       1,678        1,609       1,421
   Other costs and expenses                     27,011       23,477      21,250
   Minority interest in net earnings of
     consolidated affiliates                       365          265         240
                                             ----------------------------------
        Total costs and expenses                96,053       86,992      79,661
                                             ----------------------------------
EARNINGS BEFORE INCOME TAXES                    15,577       13,477      11,179
Provision for income taxes (note 7)             (4,860)      (4,181)     (2,976)
                                             ----------------------------------
NET EARNINGS                                 $  10,717    $   9,296    $  8,203
===============================================================================
PER-SHARE AMOUNTS (note 8)
Diluted earnings per share                   $    3.22    $    2.80    $   2.46
Basic earnings per share                     $    3.27    $    2.84    $   2.50
===============================================================================
DIVIDENDS DECLARED PER SHARE                 $    1.46    $    1.25    $   1.08
===============================================================================
</TABLE>

<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN SHARE OWNERS' EQUITY
<CAPTION>
                                             ----------------------------------
(In millions)                                     1999         1998        1997
- -------------------------------------------------------------------------------
<S>                <C>                       <C>          <C>          <C>
CHANGES IN SHARE OWNERS' EQUITY
Balance at January 1                         $  38,880    $  34,438    $ 31,125
                                             ----------------------------------
Dividends and other transactions
  with share owners (note 25)                   (4,632)      (5,178)     (5,615)
                                             ----------------------------------
Changes other than transactions
  with share owners
   Increase attributable to net earnings        10,717        9,296       8,203
   Unrealized gains (losses) on investment
     securities--net (note 25)                  (1,776)         264       1,467
   Currency translation adjustments (note 25)     (632)          60        (742)
                                             ----------------------------------
     Total changes other than transactions
       with share owners                         8,309        9,620       8,928
                                             ---------    ---------    --------
Balance at December 31                       $  42,557    $  38,880    $ 34,438
===============================================================================
<FN>
The notes to consolidated financial statements on pages 56 -76 are an integral
part of these statements.
</FN>
</TABLE>

<PAGE>

PAGE F-3
ANNUAL REPORT PAGE 35

<TABLE>
STATEMENT OF EARNINGS (Continued)
<CAPTION>
                                                               GE                                GECS
For the years ended December 31               --------------------------------    --------------------------------
(In millions; per-share amounts in dollars)       1999        1998        1997        1999        1998        1997
- ------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>         <C>         <C>         <C>
REVENUES
   Sales of goods                             $ 39,045    $ 36,376    $ 36,059    $  8,740    $  7,374    $  4,622
   Sales of services                            16,600      15,170      12,893        --          --          --
   Other income (note 2)                           856         684       2,307        --          --          --
   Earnings of GECS                              4,443       3,796       3,256        --          --          --
   GECS revenues from services (note 3)           --          --          --        47,009      41,320      35,309
                                              --------------------------------    --------------------------------
        Total revenues                          60,944      56,026      54,515      55,749      48,694      39,931
                                              --------------------------------    --------------------------------
COSTS AND EXPENSES (NOTE 4)
   Cost of goods sold                           26,578      24,996      26,747       7,976       6,777       4,147
   Cost of services sold                        11,721      10,740       9,363        --          --          --
   Interest and other financial charges            810         883         797       9,359       8,966       7,649
   Insurance losses and policyholder and
     annuity benefits                             --          --          --        11,028       9,608       8,278
   Provision for losses on financing
     receivables (note 13)                        --          --          --         1,678       1,609       1,421
   Other costs and expenses                      7,732       7,177       7,476      19,426      16,426      13,893
   Minority interest in net earnings of
     consolidated affiliates                       179         117         119         186         148         121
                                              --------------------------------    --------------------------------
        Total costs and expenses                47,020      43,913      44,502      49,653      43,534      35,509
                                              --------------------------------    --------------------------------
EARNINGS BEFORE INCOME TAXES                    13,924      12,113      10,013       6,096       5,160       4,422
Provision for income taxes (note 7)             (3,207)     (2,817)     (1,810)     (1,653)     (1,364)     (1,166)
                                              --------------------------------    --------------------------------
NET EARNINGS                                  $ 10,717    $  9,296    $  8,203    $  4,443    $  3,796    $  3,256
==================================================================================================================
<FN>
In the consolidating data on this page, "GE" means the basis of consolidation as
described in note 1 to the consolidated financial statements; "GECS" means
General Electric Capital Services, Inc. and all of its affiliates and associated
companies. Transactions between GE and GECS have been eliminated from the
"General Electric Company and consolidated affiliates" columns on page 34.

1997 restructuring and other special charges are included in the following GE
captions: "Cost of goods sold"--$1,364 million; "Cost of services sold"--$250
million; and "Other costs and expenses"--$708 million.
</FN>
</TABLE>

<PAGE>

PAGE F-4
ANNUAL REPORT PAGE 36

<TABLE>
STATEMENT OF FINANCIAL POSITION
<CAPTION>
                                                        General Electric Company
                                                     and consolidated affiliates
                                                     ---------------------------
At December 31 (In millions)                                   1999        1998
- --------------------------------------------------------------------------------
<S>                                                       <C>         <C>
ASSETS
Cash and equivalents                                      $   8,554   $   4,317
Investment securities (note 9)                               81,758      78,717
Current receivables (note 10)                                 8,531       8,224
Inventories (note 11)                                         7,007       6,049
Financing receivables (investments in time sales,
   loans and financing leases) -- net (notes 12 and 13)     137,629     121,566
Other GECS receivables (note 14)                             29,708      24,789
Property, plant and equipment (including
   equipment leased to others) -- net (note 15)              41,022      35,730
Investment in GECS                                             --          --
Intangible assets--net (note 16)                             26,010      23,635
All other assets (note 17)                                   64,981      52,908
                                                          ---------------------
TOTAL ASSETS                                              $ 405,200   $ 355,935
===============================================================================
LIABILITIES AND EQUITY
Short-term borrowings (note 19)                           $ 130,346   $ 115,378
Accounts payable, principally trade accounts                 13,676      12,502
Progress collections and price adjustments accrued            4,618       2,765
Dividends payable                                             1,347       1,146
All other GE current costs and expenses
   accrued (note 18)                                         11,229       9,788
Long-term borrowings (note 19)                               71,427      59,663
Insurance liabilities, reserves and
   annuity benefits (note 20)                                86,776      77,259
All other liabilities (note 21)                              28,772      24,939
Deferred income taxes (note 22)                               9,238       9,340
                                                          ---------------------
   Total liabilities                                        357,429     312,780
                                                          ---------------------
   Minority interest in equity of consolidated
     affiliates (note 23)                                     5,214       4,275
                                                          ---------------------
Accumulated unrealized gains on investment
     securities -- net <F1>                                     626       2,402
Accumulated currency translation adjustments (a)             (1,370)       (738)
Common stock (3,284,843,000 and 3,271,296,000
   shares outstanding at year-end 1999 and
   1998, respectively)                                          594         594
Other capital                                                10,790       6,808
Retained earnings                                            54,484      48,553
Less common stock held in treasury                          (22,567)    (18,739)
- -------------------------------------------------------------------------------
   Total share owners' equity (notes 25 and 26)              42,557      38,880
- -------------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY                              $ 405,200   $ 355,935
===============================================================================
</TABLE>
[FN]
The notes to consolidated financial statements on pages 56-76 are an integral
part of this statement

<F1> The sum of accumulated unrealized gains on investment securities -- net and
     accumulated currency translation adjustments constitutes "Accumulated
     nonowner changes other than earnings," as shown in note 25, and was $(744)
     million and $1,664 million at year-end 1999 and 1998, respectively.
</FN>


<PAGE>

PAGE F-5
ANNUAL REPORT PAGE 37

<TABLE>
STATEMENT OF FINANCIAL POSITION (Continued)
<CAPTION>
                                                                             GE                         GECS
                                                                   ----------------------    ----------------------
At December 31 (In millions)                                            1999         1998         1999         1998
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>          <C>          <C>
ASSETS
Cash and equivalents                                               $   2,000    $   1,175    $   6,931    $   3,342
Investment securities (note 9)                                         1,273          259       80,485       78,458
Current receivables (note 10)                                          8,743        8,483         --           --
Inventories (note 11)                                                  5,798        5,305        1,209          744
Financing receivables (investments in time sales,
   loans and financing leases) -- net (notes 12 and 13)                 --           --        137,629      121,566
Other GECS receivables (note 14)                                        --           --         30,681       25,973
Property, plant and equipment (including
   equipment leased to others) -- net (note 15)                        12,381       11,694       28,641       24,036
Investment in GECS                                                     20,321       19,727         --           --
Intangible assets -- net (note 16)                                     11,262        9,996       14,748       13,639
All other assets (note 17)                                             20,805       18,031       44,694       35,539
                                                                    ----------------------    ----------------------
TOTAL ASSETS                                                        $  82,583    $  74,670    $ 345,018    $ 303,297
====================================================================================================================
LIABILITIES AND EQUITY
Short-term borrowings (note 19)                                    $   2,245    $   3,466    $ 129,259    $ 113,162
Accounts payable, principally trade accounts                           5,068        4,845        9,749        8,815
Progress collections and price adjustments accrued                     4,618        2,765         --           --
Dividends payable                                                      1,347        1,146         --           --
All other GE current costs and expenses
   accrued (note 18)                                                  11,048        9,708         --           --
Long-term borrowings (note 19)                                           722          681       70,766       59,038
Insurance liabilities, reserves and
   annuity benefits (note 20)                                           --           --         86,776       77,259
All other liabilities (note 21)                                       13,872       12,613       14,801       12,247
Deferred income taxes (note 22)                                          283         (250)       8,955        9,590
                                                                   ----------------------    ----------------------
   Total liabilities                                                  39,203       34,974      320,306      280,111
                                                                   ----------------------    ----------------------
   Minority interest in equity of consolidated
     affiliates (note 23)                                                823          816        4,391        3,459
                                                                   ----------------------    ----------------------
Accumulated unrealized gains on investment securities -- net (a)         626        2,402          170        2,376
Accumulated currency translation adjustments (a)                      (1,370)        (738)        (384)        (215)
Common stock (3,284,843,000 and 3,271,296,000
   shares outstanding at year-end 1999
   and 1998, respectively)                                               594          594            1            1
Other capital                                                         10,790        6,808        2,682        2,490
Retained earnings                                                     54,484       48,553       17,852       15,075
Less common stock held in treasury                                   (22,567)     (18,739)        --           --
                                                                   ----------------------    ----------------------
   Total share owners' equity (notes 25 and 26)                       42,557       38,880       20,321       19,727
                                                                   ----------------------    ----------------------
TOTAL LIABILITIES AND EQUITY                                       $  82,583    $  74,670    $ 345,018    $ 303,297
===================================================================================================================
<FN>
In the consolidating data on this page, "GE" means the basis of consolidation as
described in note 1 to the consolidated financial statements; "GECS" means
General Electric Capital Services, Inc. and all of its affiliates and associated
companies. Transactions between GE and GECS have been eliminated from the
"General Electric Company and consolidated affiliates" columns on page 36.
</FN>
</TABLE>

<PAGE>

PAGE F-6
ANNUAL REPORT PAGE 38

<TABLE>
STATEMENT OF CASH FLOWS
<CAPTION>
                                                            General Electric Company
                                                          and consolidated affiliates
                                                          ----------------------------
For the years ended December 31 (In millions)             1999        1998        1997
- --------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
CASH FLOWS -- OPERATING ACTIVITIES
Net earnings                                          $ 10,717    $  9,296    $  8,203
Adjustments to reconcile net earnings to
   cash provided from operating activities
     Depreciation and amortization of
        property, plant and equipment                    4,908       4,377       4,082
     Amortization of goodwill and other intangibles      1,783       1,483       1,187
     Earnings retained by GECS                            --          --          --
     Deferred income taxes                               1,502       1,143         284
     Decrease in GE current receivables                    143         649         250
     Decrease (increase) in inventories                    266         150        (386)
     Increase (decrease) in accounts payable               820       1,576         200
     Increase in insurance liabilities and reserves      4,584       3,670       1,669
     Provision for losses on financing receivables       1,678       1,609       1,421
     All other operating activities                     (1,808)     (4,593)     (2,670)
                                                      --------------------------------
CASH FROM OPERATING ACTIVITIES                          24,593      19,360      14,240
                                                      --------------------------------
CASH FLOWS -- INVESTING ACTIVITIES
Additions to property, plant and equipment             (15,502)     (8,982)     (8,388)
Dispositions of property, plant and equipment            6,262       4,043       2,251
Net increase in GECS financing receivables             (13,088)     (6,301)     (1,898)
Payments for principal businesses purchased            (11,654)    (18,610)     (5,245)
All other investing activities                          (8,197)    (10,283)     (4,995)
                                                      --------------------------------
CASH USED FOR INVESTING ACTIVITIES                     (42,179)    (40,133)    (18,275)
                                                      --------------------------------
CASH FLOWS -- FINANCING ACTIVITIES
Net increase in borrowings (maturities
   of 90 days or less)                                   6,171      16,881      13,684
Newly issued debt (maturities longer
   than 90 days)                                        48,158      42,008      21,249
Repayments and other reductions (maturities
   longer than 90 days)                                (27,539)    (32,814)    (23,787)
Net purchase of GE shares for treasury                  (1,002)     (2,819)     (2,815)
Dividends paid to share owners                          (4,587)     (3,913)     (3,411)
All other financing activities                             622        (114)        785

CASH FROM (USED FOR) FINANCING ACTIVITIES               21,823      19,229       5,705
                                                      --------------------------------
INCREASE (DECREASE) IN CASH AND
   EQUIVALENTS DURING YEAR                               4,237      (1,544)      1,670
Cash and equivalents at beginning of year                4,317       5,861       4,191
                                                      --------------------------------
Cash and equivalents at end of year                   $  8,554    $  4,317    $  5,861
======================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the year for interest                $(10,078)   $ (9,297)   $ (8,264)
Cash paid during the year for income taxes              (1,597)     (2,098)     (1,937)
======================================================================================
<FN>
The notes to consolidated financial statements on pages 56-76 are an integral
part of this statement.
</FN>
</TABLE>

<PAGE>

PAGE F-7
ANNUAL REPORT PAGE 39

<TABLE>
STATEMENT OF CASH FLOWS (Continued)
<CAPTION>
                                                                     GE                                  GECS
                                                      --------------------------------    --------------------------------
For the years ended December 31 (In millions)             1999        1998        1997        1999        1998        1997
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>         <C>         <C>         <C>
CASH FLOWS -- OPERATING ACTIVITIES
Net earnings                                          $ 10,717    $  9,296    $  8,203    $  4,443    $  3,796    $  3,256
Adjustments to reconcile net earnings to
   cash provided from operating activities
     Depreciation and amortization of
        property, plant and equipment                    1,735       1,761       1,622       3,173       2,616       2,460
     Amortization of goodwill and other intangibles        584         531         407       1,199         952         780
     Earnings retained by GECS                          (2,777)     (2,124)     (1,597)       --          --          --
     Deferred income taxes                                 655         594        (514)        847         549         798
     Decrease in GE current receivables                    190         520         215        --          --          --
     Decrease (increase) in inventories                    (61)         69        (145)        327          81        (244)
     Increase (decrease) in accounts payable               104         199         237         699       1,673         (64)
     Increase in insurance liabilities and reserves       --          --          --         4,584       3,670       1,669
     Provision for losses on financing receivables        --          --          --         1,678       1,609       1,421
     All other operating activities                        616        (814)        889      (2,131)     (3,991)     (3,851)
                                                      --------------------------------    --------------------------------
CASH FROM OPERATING ACTIVITIES                          11,763      10,032       9,317      14,819      10,955       6,225
                                                      --------------------------------    --------------------------------
CASH FLOWS -- INVESTING ACTIVITIES
Additions to property, plant and equipment              (2,036)     (2,047)     (2,191)    (13,466)     (6,935)     (6,197)
Dispositions of property, plant and equipment             --             6          39       6,262       4,037       2,212
Net increase in GECS financing receivables                --          --          --       (13,088)     (6,301)     (1,898)
Payments for principal businesses purchased             (1,594)     (1,455)     (1,425)    (10,060)    (17,155)     (3,820)
All other investing activities                            (432)        477         483      (7,823)    (11,078)     (5,646)
                                                      --------------------------------    --------------------------------
CASH USED FOR INVESTING ACTIVITIES                      (4,062)     (3,019)     (3,094)    (38,175)    (37,432)    (15,349)
                                                      --------------------------------    --------------------------------
CASH FLOWS -- FINANCING ACTIVITIES
Net increase in borrowings (maturities
   of 90 days or less)                                  (1,230)      1,015         809       7,308      16,288      13,594
Newly issued debt (maturities longer
   than 90 days)                                           558         509         424      47,605      41,440      20,825
Repayments and other reductions (maturities
   longer than 90 days)                                   (615)     (1,787)     (1,030)    (26,924)    (31,027)    (22,757)
Net purchase of GE shares for treasury                  (1,002)     (2,819)     (2,815)       --          --          --
Dividends paid to share owners                          (4,587)     (3,913)     (3,411)     (1,666)     (1,672)     (1,653)
All other financing activities                            --          --          --           622        (114)        785

                                                      --------------------------------    --------------------------------
CASH FROM (USED FOR) FINANCING ACTIVITIES               (6,876)     (6,995)     (6,023)     26,945      24,915      10,794
                                                      --------------------------------    --------------------------------
INCREASE (DECREASE) IN CASH AND
   EQUIVALENTS DURING YEAR                                 825          18         200       3,589      (1,562)      1,670
Cash and equivalents at beginning of year                1,175       1,157         957       3,342       4,904       3,234
                                                      --------------------------------    --------------------------------
Cash and equivalents at end of year                   $  2,000    $  1,175    $  1,157    $  6,931    $  3,342    $  4,904
==========================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the year for interest                $   (482)   $   (620)   $   (467)   $ (9,596)   $ (8,677)   $ (7,797)
Cash paid during the year for income taxes              (1,246)     (1,151)     (1,596)       (351)       (947)       (341)
==========================================================================================================================
<FN>
In the consolidating data on this page, "GE" means the basis of consolidation as
described in note 1 to the consolidated financial statements; "GECS" means
General Electric Capital Services, Inc. and all of its affiliates and associated
companies. Transactions between GE and GECS have been eliminated from the
"General Electric Company and consolidated affiliates" columns on page 38.
</FN>
</TABLE>

<PAGE>

PAGE F-8
ANNUAL REPORT PAGE 40

MANAGEMENT'S DISCUSSION OF FINANCIAL RESPONSIBILITY

The financial data in this report, including the audited financial statements,
have been prepared by management using the best available information and
applying judgment. Accounting principles used in preparing the financial
statements are those that are generally accepted in the United States.

         Management believes that a sound, dynamic system of internal financial
controls that balances benefits and costs provides a vital ingredient for the
Company's Six Sigma quality program as well as the best safeguard for Company
assets. Professional financial managers are responsible for implementing and
overseeing the financial control system, reporting on management's stewardship
of the assets entrusted to it by share owners and maintaining accurate records.

         GE is dedicated to the highest standards of integrity, ethics and
social responsibility. This dedication is reflected in written policy statements
covering, among other subjects, environmental protection, potentially
conflicting outside interests of employees, compliance with antitrust laws,
proper business practices, and adherence to the highest standards of conduct and
practices in transactions with customers, including the U.S. government.
Management continually emphasizes to all employees that even the appearance of
impropriety can erode public confidence in the Company. Ongoing education and
communication programs and review activities, such as those conducted by the
Company's Policy Compliance Review Board, are designed to create a strong
compliance culture--one that encourages employees to raise their policy
questions and concerns and that prohibits retribution for doing so.

         KPMG LLP, independent auditors, provide an objective, independent
review of management's discharge of its obligations relating to the fairness of
reporting of operating results and financial condition. Their report for 1999
appears below.

         The Audit Committee of the Board (consisting solely of Directors from
outside GE) maintains an ongoing appraisal--on behalf of share owners--of the
activities and independence of the Company's independent auditors, the
activities of its audit staff, financial reporting process, internal financial
controls and compliance with key Company policies.


John F. Welch, Jr.            Keith S. Sherin
Chairman of the Board         Senior Vice President, Finance,
and Chief Executive Officer   and Chief Financial Officer       February 4, 2000




                          INDEPENDENT AUDITORS' REPORT



TO SHARE OWNERS AND BOARD OF DIRECTORS OF
GENERAL ELECTRIC COMPANY

We have audited the financial statements of General Electric Company and
consolidated affiliates as listed in Item 14 (a)1 on page 22. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of General Electric Company and
consolidated affiliates at December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.


KPMG LLP
Stamford, Connecticut

February 4, 2000



<PAGE>

PAGE F-9
ANNUAL REPORT PAGE 41

MANAGEMENT'S DISCUSSION OF OPERATIONS

OVERVIEW

General Electric Company's consolidated financial statements represent the
combination of the Company's manufacturing and nonfinancial services businesses
("GE") and the accounts of General Electric Capital Services, Inc. ("GECS"). See
note 1 to the consolidated financial statements, which explains how the various
financial data are presented.

         Management's Discussion of Operations is presented in three parts:
Consolidated Operations, Segment Operations and International Operations.

CONSOLIDATED OPERATIONS

GE achieved record revenues, earnings and cash generation in 1999, reflecting
continuing benefits of its globalization, product services, Six Sigma quality
and e-Business initiatives.

         Revenues rose 11% to a record $111.6 billion, as global activities and
product services continued to grow. Revenues were $100.5 billion in 1998, an 11%
increase from 1997 attributable primarily to increased global activities and
higher sales of product services.

         Earnings increased to a record $10,717 million, a 15% increase from
$9,296 million reported in 1998. Earnings per share increased to $3.22 during
1999, up 15% from the prior year's $2.80. (Except as otherwise noted, earnings
per share are presented on a diluted basis). Earnings in 1998 rose 13% from
$8,203 million reported in 1997. In 1998, earnings per share increased 14% from
$2.46 in 1997.

TWO CHANGES IN ACCOUNTING STANDARDS may affect future financial statements. The
Financial Accounting Standards Board (FASB) has issued Statement of Financial
Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES (STATEMENT 133), effective for GE and GECS on January 1, 2001. Upon
adoption, all derivative instruments (including certain derivative instruments
embedded in other contracts) will be recognized in balance sheets at fair value,
and changes in such fair values must be recognized immediately in earnings
unless specific hedging criteria are met. Changes in the values of derivatives
meeting these hedging criteria will ultimately offset related earnings effects
of the hedged items; effects of qualifying changes in fair value are to be
recorded in equity pending recognition in earnings. Certain significant
refinements and interpretations of Statement 133 are being deliberated by the
FASB, and the effects on accounting for GE and GECS financial instruments will
depend to some degree on the results of such deliberations. Management has not
determined the total probable effects on its financial statements of adopting
Statement 133 and does not believe that an estimate of such effects would be
meaningful at this time.

         The FASB has also proposed new accounting for business combinations
that, among other things, would change the accounting for and display of
goodwill and other intangibles recorded in business acquisitions for
transactions after January 1, 2001. An important aspect of the proposal is that
goodwill amortization would be displayed as a separate element in the Statement
of Earnings, net of applicable income taxes, and related per-share effects could
be displayed. Management believes that this proposal represents a useful
approach to understanding financial performance but believes that the utility of
this information would be materially enhanced if the proposed approach for
goodwill were applied to all intangible assets acquired with a business. On this
preferred basis, GE would have reported earnings per share before amortization
of goodwill and acquired intangibles of $3.63 in 1999, an increase of 16% over
$3.14 in 1998, which was 15% higher than $2.73 in 1997.

                                 [CHART HERE]

GE/S&P CUMULATIVE DIVIDEND GROWTH SINCE 1994
- -----------------------------------------------------------------------------
                          1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
GE                       10.80%      22.93%      38.71%      60.87%    88.62%
S&P 500                   4.63       13.05       17.60       22.91     26.25
- -----------------------------------------------------------------------------

DIVIDENDS DECLARED IN 1999 AMOUNTED TO $4,786 MILLION. Per-share dividends of
$1.46 were up 17% from 1998, following a 16% increase from the preceding year.
GE has rewarded its share owners with 24 consecutive years of dividend growth.
The chart above illustrates that GE's dividend growth for the past five years
has significantly outpaced dividend growth of companies in the Standard & Poor's
500 stock index.

RETURN ON AVERAGE SHARE OWNERS' EQUITY reached 26.8% in 1999, up from 25.7% and
25.0% in 1998 and 1997, respectively.

         Except as otherwise noted, the analysis in the remainder of this
section presents GE results with GECS on an equity basis.

<PAGE>

PAGE F-10
ANNUAL REPORT PAGE 42

GE TOTAL REVENUES were $60.9 billion in 1999, compared with $56.0 billion in
1998 and $54.5 billion in 1997.

 *     GE sales of goods and services were $55.6 billion in 1999, an increase of
       8% from 1998, which in turn was 5% higher than in 1997. Volume was about
       10% higher in 1999, reflecting growth across all businesses during the
       year, led by strong double-digit increases at Medical Systems and Power
       Systems. While overall selling prices were down slightly in 1999, the
       effects of selling prices on sales in various businesses differed
       markedly. Revenues were also negatively affected by exchange rates for
       sales denominated in currencies other than the U.S. dollar. Volume in
       1998 was about 8% higher than in 1997, with selling price and currency
       effects both slightly negative.

                For purposes of the financial statement display of GE sales and
       costs of sales on pages 34 and 35, "goods" is required to include sales
       of tangible products, and "services" must include all other sales,
       including broadcasting and information services activities. An
       increasingly important element of GE sales includes both spare parts
       (goods) as well as repair services--sales referred to by management as
       "product services." Sales of product services were $14.4 billion in 1999,
       a 14% increase over 1998. All businesses reported increases in product
       services revenues, led by double-digit increases at Medical Systems,
       Aircraft Engines and Power Systems. Operating margin from product
       services was approximately $3.2 billion, up 16% from 1998. The increase
       reflected improvements in all product services businesses and was led by
       double-digit growth at Aircraft Engines and Medical Systems.

*      GE other income, earned from a wide variety of sources, was $0.9 billion
       in 1999, $0.7 billion in 1998 and $2.3 billion in 1997. Comparisons over
       the three-year period are affected by certain gains in 1999 and 1997. A
       pre-tax gain of $388 million was recognized in 1999 as a result of the
       contribution of certain of NBC's internet assets to NBC Internet (NBCi),
       a newly formed publicly traded Internet company, in exchange for a
       noncontrolling interest in NBCi. The gain was reduced by $62 million of
       related operating losses from the non-consolidated contributed Internet
       properties, resulting in incremental revenue of $326 million from the
       transaction. In 1997, a $1,538 million after-tax gain was realized from
       the exchange of preferred stock in Lockheed Martin Corporation for the
       stock of a newly formed subsidiary. See note 2 for further information.

*      Earnings of GECS were up 17% in 1999, following a 17% increase the year
       before. See page 46 for an analysis of these earnings.

PRINCIPAL COSTS AND EXPENSES FOR GE are those classified as costs of goods and
services sold, and selling, general and administrative expenses. The Six Sigma
quality initiative is an important factor affecting GE's cost structure. The
benefits of Six Sigma quality are reflected in both variable and base cost
productivity (discussed on page 43) as well as in lower direct material costs.
Another important initiative is e-Business, a broad-based program under which GE
is investing in Internet businesses, as well as internal infrastructure hardware
and software that will enable its businesses to conduct a growing portion of
their business over the Internet. The benefits expected from the e-Business
initiative include improved customer service, expanded product and service
offerings and increased operating efficiency for both GE and its customers.

         Principally because of the funding status of the GE Pension Plan
(described in note 5) and other benefit plans (described in note 6), principal
U.S. postemployment benefit plans contributed cost reductions of $1,062 million
and $703 million in 1999 and 1998, respectively. The present funding status
provides assurance of benefits for participating employees, but future effects
on operating results depend on economic conditions and investment performance.

         The discussion that follows provides additional information about
certain unusual charges that are included in costs and expenses for 1999 and
1997 and are relevant to comparisons of costs over the three-year period.

         Costs and expenses in 1999 included $326 million of unusual charges,
the largest of which resulted from fourth-quarter developments affecting
liabilities associated with past activities at former manufacturing sites that


                                 [CHART HERE]
RETURNS ON INVESTED CAPITAL
- -----------------------------------------------------------------------------
                          1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
RETURN ON EQUITY          23.5%       24.0%       25.0%       25.7%     26.8%
RETURN ON TOTAL CAPITAL   21.3        22.2        23.6        23.9      25.8
- -----------------------------------------------------------------------------

<PAGE>

PAGE F-11
ANNUAL REPORT PAGE 43

are not part of any current business segment. Other significant components of
unusual charges included amounts described on page 45 for NBC and costs for
rationalizing certain operations and facilities of GE's worldwide industrial
businesses. Major elements of the restructuring program included costs for
employee severance, lease termination, dismantlement and site restoration.

         In 1997, restructuring charges were recognized amounting to $1,243
million that covered costs of plans to rationalize certain production, service
and administration activities of GE's worldwide industrial businesses. Principal
actions required under those plans were complete by the end of 1999. Other 1997
special charges, which amounted to $1,079 million, were principally associated
with strategic decisions that enhanced the long-term competitiveness of certain
industrial businesses and fourth-quarter 1997 developments affecting liabilities
associated with past activities at former manufacturing sites that were not part
of any current business segment.

OPERATING MARGIN is sales of goods and services less the costs of goods and
services sold, and selling, general and administrative expenses. GE's reported
operating margin was 17.3% in 1999, net of unusual charges discussed above. GE's
ongoing operating margin (before such charges) reached a record 17.8% of sales,
up from last year's 16.7% and 15.7% in 1997, on a comparable basis. GE reported
operating margin of 11.0% of sales in 1997. The improvement in ongoing operating
margin in 1999 was broad-based, with improvements in a majority of GE's
businesses reflecting the increasing benefits from GE's product services and Six
Sigma quality initiatives.

TOTAL COST PRODUCTIVITY (sales in relation to costs, both on a constant dollar
basis) has paralleled the significant improvement in GE's ongoing operating
margin. Total cost productivity in 1999 was 4.2%, reflecting benefits from
improvements in variable cost productivity achieved through the Six Sigma
quality initiative. Most businesses achieved improvements in variable cost
productivity in excess of 4%. Total cost productivity was 4.4% in 1998,
reflecting Six Sigma quality benefits as well as higher volume. In 1998, three
businesses--Medical Systems, Power Systems and NBC--achieved productivity in
excess of 5%. The total contribution of productivity in the last two years
offset not only the negative effects of total cost inflation, but also the
effects of selling price decreases.

GE INTEREST AND OTHER FINANCIAL CHARGES in 1999 amounted to $810 million,
compared with $883 million in 1998 and $797 million in 1997. The decrease in
1999 was attributable to the combination of lower average interest rates on debt
and lower average levels of borrowings during the year. The increase in 1998
reflected higher average levels of borrowings and other financing activities,
which more than offset the effect of lower interest rates.

INCOME TAXES on a consolidated basis were 31.2% of pretax earnings in 1999,
compared with 31.0% in 1998 and 26.6% in 1997. The most significant factor
explaining the lower effective tax rate in 1997 was a 4.8% decrease attributable
to the realized gain on the tax-free exchange of Lockheed Martin Corporation
preferred stock. A more detailed analysis of the differences between the U.S.
federal statutory rate and the consolidated rate, as well as other information
about income tax provisions, is provided in note 7.

                                 [CHART HERE]

GE OPERATING MARGIN AS A PERCENTAGE OF SALES
- -----------------------------------------------------------------------------
                          1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
AS REPORTED              14.4%        14.8%       11.0%       16.7%     17.3%
UNUSUAL CHARGES              -           -         4.7           -       0.6
- -----------------------------------------------------------------------------

SEGMENT OPERATIONS

REVENUES AND SEGMENT PROFIT FOR OPERATING SEGMENTS are shown on page 44. For
additional information, including a description of the products and services
included in each segment, see note 28.

AIRCRAFT ENGINES reported a 3% increase in revenues in 1999, reflecting higher
volume in product services. Operating profit increased 19% in 1999 as a result
of productivity and growth in product services. Revenues, including
acquisitions, increased 32% in 1998 as volume in commercial engines and product
services increased. Operating profit increased 30% in 1998 with strong growth in
product services as well as good volume growth in commercial engines.

         In 1999, $1.6 billion of Aircraft Engines revenues were from sales to
the U.S. government, about the same as in 1998, which was $0.1 billion higher
than in 1997.

<PAGE>

PAGE F-12
ANNUAL REPORT PAGE 44

SUMMARY OF OPERATING SEGMENTS
<TABLE>
<CAPTION>

                                                                      General Electric Company and consolidated affiliates
                                                              ---------------------------------------------------------------------
For the years ended December 31 (In millions)                      1999           1998           1997           1996           1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>            <C>            <C>            <C>
REVENUES
   GE
     Aircraft Engines                                         $  10,558      $  10,294      $   7,799      $   6,302      $   6,098
     Appliances                                                   5,671          5,619          5,801          5,586          5,137
     Industrial Products and Systems                             11,555         11,222         10,984         10,401         10,209
     NBC                                                          5,790          5,269          5,153          5,232          3,919
     Plastics                                                     6,941          6,633          6,695          6,509          6,647
     Power Systems                                               10,046          8,466          7,915          7,643          6,962
     Technical Products and Services                              6,863          5,323          4,861          4,700          4,430
     Eliminations                                                (1,542)        (1,367)        (1,176)        (1,032)        (1,082)
                                                              ---------------------------------------------------------------------
        Total GE segment revenues                                55,882         51,459         48,032         45,341         42,320
   Corporate items <F1>                                             619            771          3,227          1,407          1,446
   GECS net earnings                                              4,443          3,796          3,256          2,817          2,415
                                                              ---------------------------------------------------------------------
        Total GE revenues                                        60,944         56,026         54,515         49,565         46,181
   GECS segment revenues                                         55,749         48,694         39,931         32,713         26,492
   Eliminations <F2>                                             (5,063)        (4,251)        (3,606)        (3,099)        (2,645)
                                                              ---------------------------------------------------------------------
CONSOLIDATED REVENUES                                         $ 111,630      $ 100,469      $  90,840      $  79,179      $  70,028
===================================================================================================================================
SEGMENT PROFIT
   GE
     Aircraft Engines                                         $   2,105      $   1,769      $   1,366      $   1,214      $   1,135
     Appliances                                                     655            755            771            748            682
     Industrial Products and Systems                              2,095          1,880          1,789          1,587          1,488
     NBC                                                          1,576          1,349          1,216          1,020            797
     Plastics                                                     1,651          1,584          1,500          1,443          1,435
     Power Systems                                                1,693          1,306          1,203          1,124            782
     Technical Products and Services                              1,359          1,109            988            855            810
                                                              ---------------------------------------------------------------------
        Total GE operating profit                                11,134          9,752          8,833          7,991          7,129
   GECS net earnings                                              4,443          3,796          3,256          2,817          2,415
                                                              ---------------------------------------------------------------------
        Total segment profit                                     15,577         13,548         12,089         10,808          9,544
   Corporate items and eliminations <F3> <F4>                      (843)          (552)        (1,279)          (638)          (263)
   GE interest and other financial charges                         (810)          (883)          (797)          (595)          (649)
   GE provision for income taxes                                 (3,207)        (2,817)        (1,810)        (2,295)        (2,059)
                                                              ---------------------------------------------------------------------
CONSOLIDATED NET EARNINGS                                     $  10,717      $   9,296      $   8,203      $   7,280      $   6,573
===================================================================================================================================
<FN>
The notes to consolidated financial statements on pages 56-76 are an integral
part of this statement. "GE" means the basis of consolidation as described in
note 1 to the consolidated financial statements; "GECS" means General Electric
Capital Services, Inc. and all of its affiliates and associated companies. The
segment profit measure for GE's industrial businesses is operating profit
(earnings before interest and other financial charges, and income taxes). The
segment profit measure for GECS is net earnings, reflecting the importance of
financing and tax considerations to its operating activities.

<F1>   Includes revenues of $944 million, $789 million and $796 million in 1997,
       1996 and 1995, respectively, from an appliance distribution affiliate
       that was deconsolidated in 1998. Also includes $1,538 million in 1997
       from an exchange of preferred stock in Lockheed Martin Corporation for
       the stock of a newly formed subsidiary.

<F2>   Principally the elimination of GECS net earnings.

<F3>   Includes income, principally from licensing activities, previously
       reported in the All Other segment of $62 million, $271 million, $310
       million, $282 million and $285 million in 1999, 1998, 1997, 1996 and
       1995, respectively.

<F4>   1999 includes unusual charges amounting to $265 million. Of the total,
       amounts that relate to activities of operating segments were as follows:
       Aircraft Engines--$42 million, Appliances--$75 million, Industrial
       Products and Systems--$12 million, Plastics--$13 million and Technical
       Products and Services --$34 million. 1997 includes unusual charges of
       $2,322 million. Of the total, amounts that relate to activities of GE
       operating segments were as follows: Aircraft Engines--$342 million,
       Appliances--$330 million, Industrial Products and Systems--$352 million,
       NBC--$161 million, Plastics--$63 million, Power Systems--$437 million and
       Technical Products and Services--$157 million. Also included in 1997 is
       $1,538 million associated with the Lockheed Martin Corporation
       transaction described in <F1> above.

</FN>
</TABLE>

<PAGE>

PAGE F-13
ANNUAL REPORT PAGE 45

         Aircraft Engines received orders of $12.0 billion in 1999, compared
with $10.8 billion in 1998. The backlog at year-end 1999 was $10.0 billion ($9.7
billion at the end of 1998). Of the total, $7.6 billion related to products,
about 54% of which was scheduled for delivery in 2000; the remainder related to
2000 product services.

APPLIANCES revenues were 1% higher than a year ago, as volume increases offset
lower selling prices and adverse currency effects. Operating profit decreased
13%, reflecting lower selling prices and increased spending on programs for new
products and e-Business. Revenues in 1998 were 3% lower than in 1997, largely as
a result of selling price decreases and, to a lesser extent, lower volume.
Operating profit decreased 2% in 1998, as the decreases in selling prices and
volume more than offset productivity.

INDUSTRIAL PRODUCTS AND SYSTEMS revenues increased 3% in 1999, largely as a
result of volume increases across all businesses in the segment (particularly at
Transportation Systems), which more than offset lower selling prices. Operating
profit increased 11%, as strong productivity at Industrial Systems and Lighting
more than offset the lower selling prices. Revenues rose 2% in 1998, primarily
as a result of volume increases at Transportation Systems and Industrial Systems
that were partially offset by lower selling prices across most businesses in the
segment. Operating profit increased 5% in 1998, reflecting productivity and the
improvement in volume, which more than offset the effects of selling price
decreases.

         Transportation Systems received orders of $1.4 billion in 1999,
compared with $2.4 billion in 1998. The backlog at year-end 1999 was $1.4
billion ($2.3 billion at the end of 1998). Of the total, $1.1 billion related to
products, of which 80% was scheduled for shipment in 2000; the remainder related
to 2000 product services.

NBC revenues increased 10% in 1999, reflecting higher revenues in NBC's
owned-and-operated stations and growth in cable operations. Operating profit was
17% higher in 1999, reflecting a strong advertising marketplace and improved
pricing at the network, excellent results in cable operations and continued cost
reductions across NBC, which more than offset higher license fees for certain
prime-time programs that were renewed. Operating profit in 1999 included $123
million of the gain from the NBCi transaction, described on page 42. That gain
was entirely offset by $62 million of operating losses from NBCi and predecessor
operations (recorded as a reduction of "other income"), as well as $61 million
of unusual costs recorded as "other costs and expenses" for entering into a loss
programming contract and for exiting CNBC's current facilities. In 1998,
revenues increased 2%, reflecting higher revenues in NBC's owned-and-operated
stations, including revenues from station acquisitions and growth in cable
operations, the combination of which more than offset lower network revenues.
Operating profit increased 11% in 1998 as improved results in international,
cable operations and owned-and-operated stations, as well as cost reductions
across NBC, more than offset higher license fees for certain prime-time programs
that were renewed.

PLASTICS revenues increased 5%, primarily as a result of improved volume across
all product lines, which more than offset the effects of lower selling prices.
Operating profit increased by 4% as productivity and the increase in volume more
than offset pricing. Revenues decreased by 1% in 1998, as pricing and adverse
currency exchange rates offset slightly higher volume. Operating profit in 1998
improved by 6%, as lower material costs and productivity more than offset
pricing.

                                 [CHART HERE]
OPERATING PROFIT OF GE SEGMENTS
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                        $7.129      $7.991      $8.833      $9.752  $11.134
- -----------------------------------------------------------------------------


POWER SYSTEMS revenues increased 19%, primarily as a result of strong
double-digit growth in gas turbine volume and in product services. Operating
profit rose 30%, reflecting productivity, growth in product services and the
increase in volume. Revenues in 1998 were 7% higher than in 1997, primarily as a
result of higher volume in product services, including acquisitions, which was
partially offset by lower selling prices. Operating profit increased 9% in 1998,
as growth in product services and productivity more than offset the effects of
lower selling prices.

         Power Systems orders were $14.0 billion for 1999, a 33% increase over
1998, reflecting very strong U.S. market growth. The backlog of unfilled orders
at year-end 1999 was $16.1 billion ($12.4 billion at the end of 1998). Of that
total, $14.8 billion related to products, of which 60% was scheduled for
delivery in 2000; the remainder related to 2000 product services.

<PAGE>

PAGE F-14
ANNUAL REPORT PAGE 46


                                 [CHART HERE]
GECS REVENUES
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                       $26.492     $32.713     $39.931     $48.694   $55.749
- -----------------------------------------------------------------------------

TECHNICAL PRODUCTS AND SERVICES revenues rose 29% in 1999, following a 10%
increase in 1998. The improvement in revenues in both years was primarily
attributable to growth at Medical Systems, the result of higher equipment
volume, including new products, and continued growth in product services,
partially offset by lower selling prices across the segment. Operating profit
increased 23% in 1999 as productivity and volume increases, particularly at
Medical Systems, more than offset lower selling prices. Operating profit
increased 12% in 1998 as productivity and volume increases more than offset the
effects of lower selling prices.

         Orders received by Medical Systems in 1999 were $6.4 billion, compared
with $4.8 billion in 1998. The backlog of unfilled orders at year-end 1999 was
$3.1 billion ($2.6 billion at the end of 1998). Of the total, $1.9 billion
related to products, of which 83% was scheduled for delivery in 2000; the
remainder related to 2000 product services.

GECS consists of 28 businesses grouped for management purposes into five
operating activities: consumer services, equipment management, mid-market
financing, specialized financing and specialty insurance.

         GECS net earnings were $4,443 million in 1999, up 17% from $3,796
million in 1998, with strong double-digit earnings growth in three of the five
operating activities. Net earnings in 1998 increased 17% from 1997. The earnings
improvement throughout the three-year period resulted from asset growth,
principally from acquisitions of businesses and portfolios, and origination
volume.

 *     GECS total revenues increased 14% to $55.7 billion in 1999, following a
       22% increase to $48.7 billion in 1998. The increases in both years
       reflected the contributions of businesses acquired as well as growth in
       origination volume.

 *     GECS cost of goods sold amounted to $8.0 billion in 1999, compared with
       $6.8 billion in 1998 and $4.1 billion in 1997, and relates to IT
       Solutions and Montgomery Ward LLC (Wards). The increase in 1999 primarily
       reflects the consolidation of Wards as discussed on page 48; the increase
       in 1998 is principally the result of acquisition-related growth at IT
       Solutions.

 *     GECS interest on borrowings in 1999 was $9.4 billion, up from $9.0
       billion in 1998 and $7.6 billion in 1997. In both 1999 and 1998, while
       average borrowings increased in order to finance asset growth, the
       associated higher interest costs were partially mitigated by lower
       average interest rates. The composite interest rate was 5.14% in 1999,
       compared with 5.92% in 1998 and 6.07% in 1997. See page 51 for a
       discussion of interest rate risk management.

*      GECS insurance losses and policyholder and annuity benefits increased to
       $11.0 billion in 1999, compared with $9.6 billion in 1998 and $8.3
       billion in 1997, reflecting effects of business acquisitions and growth
       in premium volume throughout the period. In addition, the increase in
       1999 reflected the higher loss ratio in the reinsurance business
       discussed on page 47.

*      GECS provision for losses on financing receivables increased to $1.7
       billion in 1999, compared with $1.6 billion in 1998 and $1.4 billion in
       1997. These provisions principally related to private-label credit cards,
       bank credit cards, auto loans and auto leases in the consumer services
       operations, all of which are discussed on page 48 under financing
       receivables. The provision throughout the three-year period reflected
       higher average receivable balances, a different mix of business, as well
       as the effects of lower delinquency rates, consistent with industry
       experience.

 *     GECS other costs and expenses were $19.4 billion in 1999, an increase
       from $16.4 billion in 1998 and $13.9 billion in 1997, principally because
       of increased costs associated with acquired businesses and portfolios,
       higher investment levels and increases in insurance commissions.

Financing spreads (the excess of yields over interest rates on borrowings) were
essentially flat throughout the three-year period, reflecting slightly lower
yields offset by slight decreases in borrowing rates.

         Revenues and net earnings from operating activities within the GECS
segment for the past three years are summarized and discussed below.

         CONSUMER SERVICES revenues increased 7% in 1999 and 18% in 1998, and
net earnings increased 35% in 1999 and 47% in 1998. The growth in revenues and
net earnings was led by Global Consumer Finance, with strong returns on
investments in Japan and other international growth. Additionally, revenues and
net earnings were increased by higher premium and investment income

<PAGE>

PAGE F-15
ANNUAL REPORT PAGE 47

at GE Financial Assurance, the consumer savings and insurance business,
partially offset by the effects of asset reductions in Card Services and Auto
Financial Services. A higher provision for losses on financing receivables
because of higher average receivables balances also affected earnings in 1998.

- --------------------------------------------------------------------------------
GECS REVENUES AND NET EARNINGS FROM OPERATING ACTIVITIES
- --------------------------------------------------------------------------------
(In millions)                               1999            1998            1997
- --------------------------------------------------------------------------------
REVENUES
Consumer services                       $ 17,061        $ 15,948        $ 13,550
Equipment management                      15,317          14,869          11,326
Mid-market financing                       4,685           3,751           3,009
Specialized financing                      4,603           3,368           2,828
Specialty insurance                       12,399          10,594           8,836
All other                                  1,684             164             382
                                        ----------------------------------------
Total revenues                          $ 55,749        $ 48,694        $ 39,931
================================================================================
NET EARNINGS
Consumer services                       $  1,074        $    797        $    544
Equipment management                         695             806             708
Mid-market financing                         604             478             391
Specialized financing                      1,244             745             593
Specialty insurance                        1,223           1,166             973
All other                                   (397)           (196)             47
                                        ----------------------------------------
Total net earnings                      $  4,443        $  3,796        $  3,256
================================================================================

         EQUIPMENT MANAGEMENT revenues grew 3% in 1999, following a 31% increase
in 1998. Growth in 1999 revenues was primarily the result of Japanese
acquisitions in the corporate auto fleet management operation, as well as higher
revenue from commercial aircraft management at GE Capital Aviation Services
(GECAS), largely offset by decreases in sales volume at the remaining equipment
management businesses. The 1998 increase reflected acquisitions by IT Solutions
and, to a lesser extent, asset growth. Net earnings decreased 14% in 1999,
following a 14% increase in 1998. In 1999, as market conditions became more
competitive, pricing at IT Solutions and utilization at the European equipment
management businesses declined, more than offsetting growth in GECAS and the
satellite service business, Americom. Net earnings increased in 1998, reflecting
higher volume in most businesses from both increased origination as well as
acquisitions of businesses and portfolios. These factors were partially offset
in 1998 by lower pricing and higher operating costs at IT Solutions and Modular
Space.

         MID-MARKET FINANCING revenues increased 25% in both 1999 and 1998,
while net earnings grew 26% and 22%, respectively. Asset growth from both
acquisitions and originations was the most significant contributing factor in
both years. Revenues and net earnings were also favorably affected in 1998 by
the disposition of certain assets.

         SPECIALIZED FINANCING revenues rose 37% and 19%, while net earnings
increased 67% and 26% in 1999 and 1998, respectively. Revenues principally
reflect increases in asset gains as well as origination growth, with GE Equity,
Commercial Finance and Real Estate accounting for most of the 1999 increase.
Revenue and net earnings growth in both years is principally the result of gains
on equity investments. Net earnings in 1998 also included the effects of certain
tax-advantaged transactions and higher tax credits.

         SPECIALTY INSURANCE revenues increased 17% and 20% in 1999 and 1998,
respectively, as premiums and investment income grew throughout the period.
Premiums earned increased in line with higher origination volume and
acquisitions. Investment income also grew, partially reflecting an increase in
net realized investment gains in GE Global Insurance, which amounted to $699
million, $432 million and $308 million in 1999, 1998 and 1997, respectively.

         Increases in property and casualty-related losses in GE Global
Insurance were directly related to the frequency and severity of large loss
events during the last three years. Large loss events are individual events
that, after specific reinsurance recoveries and related premium adjustments,
affect GE Global Insurance operations by $2 million or more, and include losses
from earthquakes, aviation or railroad accidents, fire damage, and
weather-related damage from hurricanes, tornadoes, wind and ice.


                                 [CHART HERE]

GECS NET EARNINGS
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                        $2.415      $2.817      $3.256      $3.796    $4.443
- -----------------------------------------------------------------------------

<PAGE>

PAGE F-16
ANNUAL REPORT PAGE 48

                                 [CHART HERE]

CONSOLIDATED INTERNATIONAL REVENUES
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
INTERNATIONAL
   OPERATIONS          $20.768     $25.447     $29.328     $33.756   $38.164
EXPORTS                  7.220       7.581       8.912       8.751     7.513
- -----------------------------------------------------------------------------

Large loss events for GE Global Insurance amounted to approximately $720
million, $230 million and $70 million in 1999, 1998 and 1997, respectively. 1999
losses were partially recovered under aggregate risk coverage obtained in the
ordinary course of the reinsurance business. Overall losses for Specialty
Insurance were mitigated by favorable experience in the Mortgage Insurance
business, particularly in 1999.

         ALL OTHER GECS operating activities include the results of Wards
subsequent to August 2, 1999, when GECS acquired control of the formerly
bankrupt retailer. Wards had sales of $1,622 million and a net loss of $26
million for the period during which it was consolidated. Revenues and net
earnings in 1997 included asset gains, the largest of which was $284 million
(net of tax) from a transaction that included the reduction of the GECS
investment in the common stock of Paine Webber Group Inc.

         FINANCING RECEIVABLES is the largest category of assets for GECS and
represents one of its primary sources of revenues. The portfolio of financing
receivables, before allowance for losses, increased to $141.4 billion at the end
of 1999 from $124.9 billion at the end of 1998, principally reflecting higher
origination volume and acquisition growth partially offset by securitizations
and other sales of receivables. The related allowance for losses at the end of
1999 amounted to $3.8 billion ($3.3 billion at the end of 1998), representing
management's best estimate of probable losses inherent in the portfolio.

         In GECS financing receivables, "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.

         Consumer financing receivables, primarily credit card and personal
loans and auto loans and leases, were $52.3 billion at year-end 1999, an
increase of $0.7 billion from year-end 1998. The credit card and personal
receivables increased $5.2 billion, primarily from acquisition growth and
origination volume, partially offset by sales and securitizations. Auto
receivables decreased $4.5 billion primarily as a result of reduced volume.
Nonearning receivables at year-end 1999 were $0.9 billion, about 1.8% of total
consumer financing receivables, compared with $1.3 billion, about 2.4% of total
consumer receivables at year-end 1998. Write-offs of consumer receivables
declined to $1.2 billion from $1.4 billion at year-end 1998, reflecting improved
delinquency trends.

         Other financing receivables, totaling $89.1 billion at December 31,
1999, consisted of a diverse commercial, industrial and equipment loan and lease
portfolio. This portfolio increased $15.8 billion during 1999, reflecting the
combination of acquisition growth and increased originations. Related nonearning
and reduced-earning receivables were $0.9 billion at year-end 1999, compared
with $0.4 billion at year-end 1998.

         GECS loans and leases to commercial airlines amounted to $11.8 billion
at the end of 1999, up from $10.2 billion at the end of 1998. GECS commercial
aircraft positions also included financial guarantees, funding commitments and
aircraft orders as discussed in note 17.

INTERNATIONAL OPERATIONS

Estimated results of international activities include the results of GE and GECS
operations located outside the United States, plus all U.S. exports. Certain
GECS operations that cannot meaningfully be associated with specific geographic
areas are classified as "other international" for this purpose.

         International revenues in 1999 were $45.7 billion (41% of consolidated
revenues), compared with $42.5 billion in 1998 and $38.2 billion in 1997. The
chart above left depicts the growth in international revenues over the past five
years.

                                [CHART HERE]

CONSOLIDATED INTERNATIONAL REVENUES BY REGION
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
EUROPE                 $14.062     $18.030     $20.634     $24.353   $25.816
PACIFIC BASIN            7.183       7.573       7.981       8.058    10.195
AMERICAS                 4.110       4.706       6.196       6.907     6.730
OTHER                    2.633       2.719       3.429       3.189     2.936
- -----------------------------------------------------------------------------

<PAGE>

PAGE F-17
ANNUAL REPORT PAGE 49

- --------------------------------------------------------------------------------
CONSOLIDATED INTERNATIONAL REVENUES
- --------------------------------------------------------------------------------
(In millions)                                   1999          1998          1997
- --------------------------------------------------------------------------------
Europe (a)                                   $22,919       $21,665       $18,166
Pacific Basin                                  7,879         5,166         4,742
Americas                                       5,229         5,030         4,632
Other                                          2,136         1,895         1,788
                                             -----------------------------------
                                              38,163        33,756        29,328
Exports from the U.S. to
  external customers                           7,513         8,751         8,912
                                             -----------------------------------
                                             $45,676       $42,507       $38,240
================================================================================
(a)    Includes $944 million in 1997 from an appliance distribution affiliate
       that was deconsolidated in 1998.
- --------------------------------------------------------------------------------

         GE international revenues were $24.0 billion in 1999, compared with
$24.3 billion in 1998, which was $0.2 billion higher than in 1997. Over the
three-year period, international revenues were slightly less than half of total
revenues. The decrease in such revenues during 1999 was attributable to lower
U.S. exports which offset sales growth in operations based outside the United
States. Exports decreased 14%, largely as a result of lower exports in Power
Systems. Revenues from operations based outside the United States grew 6% to
$16.5 billion in 1999. European revenues were 3% higher in 1999, led by good
increases at Medical Systems and Aircraft Engines. Pacific Basin revenues were
11% higher in 1999, reflecting double-digit growth at Medical Systems and
Plastics. Revenues from the Americas (North and South America, except for the
United States) increased 5%, principally as a result of growth in Canadian
operations.

         GECS international revenues were $21.7 billion in 1999, an increase of
19% from $18.2 billion in 1998. Revenues in the Pacific Basin more than doubled
in 1999. Much of the increase was attributable to growth in Japan, the result of
several strategic acquisitions, the largest of which were the purchase of assets
and infrastructure of Japan Leasing and the acquisition of Lake. Revenues in
Europe increased 7% in 1999, reflecting a mix of acquisition and core growth
across all GECS operating activities. Overall, these increases reflect the
continued expansion of GECS as a global provider of a wide range of financial
services.

         Consolidated international operating profit was $5.4 billion in 1999,
an increase of 5% over 1998, which was 8% higher than in 1997. Additional
information is provided in note 29.

         Total assets of international operations were $141.3 billion in 1999
(35% of consolidated assets), an increase of 10% over 1998. The increase in 1999
reflected strong growth at GECS in the Pacific Basin, where current economic
conditions continue to provide a favorable environment for strategic
investments. GECS had a particularly large increase in Japan, reflecting a mix
of acquisitions, discussed previously, and strong core asset growth. GECS also
had significant asset growth at GECAS, its aviation services business, which is
classified as "other international."

         The activities of GE and GECS span all global regions and primarily
encompass manufacturing for local and export markets, import and sale of
products produced in other regions, leasing of aircraft, sourcing for GE plants
domiciled in other global regions and provision of financial services within
these regional economies. Thus, when countries or regions experience currency
and/or economic stress, GE may have increased exposure to certain risks but also
may have new profit opportunities. Potential increased risks include, among
other things, higher receivables delinquencies and bad debts, delays or
cancellation of sales and orders principally related to power and aircraft
equipment, higher local currency financing costs and a slowdown in established
financial services activities. New profit opportunities include, among other
things, lower costs of goods sourced from countries with weakened currencies,
more opportunities for lower cost outsourcing, expansion of industrial and
financial services activities through purchases of companies or assets at
reduced prices and lower U.S. debt financing costs.

         Financial results of GE's international activities reported in U.S.
dollars are affected by currency exchange. A number of techniques are used to
manage the effects of currency exchange, including selective borrowings in local
currencies and selective hedging of significant cross-currency transactions.
Principal currencies are the major European currencies, including the euro, as
well as the Japanese yen and the Canadian dollar.


                                 [CHART HERE]
CONSOLIDATED TOTAL ASSETS
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
UNITED STATES         $158.710    $189.427    $206.465    $227.112  $263.778
INTERNATIONAL           69.325      82.975      97.547     128.823   141.259
- -----------------------------------------------------------------------------

<PAGE>

PAGE F-18
ANNUAL REPORT PAGE 50

MANAGEMENT'S DISCUSSION OF FINANCIAL RESOURCES AND LIQUIDITY

OVERVIEW

This discussion of financial resources and liquidity addresses the Statement of
Financial Position (page 36), Statement of Changes in Share Owners' Equity (page
34) and the Statement of Cash Flows (page 38).

         GECS is not a "captive finance company" or a vehicle for
"off-balance-sheet financing" for GE. Only a small portion of GECS business is
directly related to other GE operations. The fundamental differences between GE
and GECS are reflected in the measurements commonly used by investors, rating
agencies and financial analysts. These differences will become clearer in the
discussion that follows with respect to the more significant items in the
financial statements.

STATEMENT OF FINANCIAL POSITION

Because GE and GECS share certain significant elements of their Statements of
Financial Position -- property, plant and equipment, and borrowings, for example
- -- the following discussion addresses significant captions in the "consolidated"
statement. Within the following discussions, however, distinction is drawn
between GE and GECS activities in order to permit meaningful analysis of each
individual statement.

INVESTMENT SECURITIES for each of the past two years comprised mainly
investment-grade debt securities held by GE Financial Assurance and the
specialty insurance businesses of GECS in support of obligations to annuitants
and policyholders. GE investment securities were $1.3 billion at year-end 1999,
an increase of $1.0 billion from 1998, reflecting increases in the fair value of
debt and equity investments as well as additional investments. The increase of
$2.0 billion at GECS during 1999 was principally related to investment of
premiums received and acquisitions, partially offset by decreases in the fair
value of debt securities associated with rising interest rates. See analysis of
the Statement of Changes in Share Owners' Equity on page 52 for further
information. A breakdown of the investment securities portfolio is provided in
note 9.

CURRENT RECEIVABLES for GE were $8.7 billion at the end of 1999, an increase of
$0.2 billion from year-end 1998, and included $5.8 billion due from customers at
the end of 1999, which was $0.4 billion higher than the amount due at the end of
1998. As a measure of asset management, turnover of customer receivables from
sales of goods and services was 9.4 in 1999, compared with 8.8 in 1998. Other
current receivables are primarily amounts that did not originate from sales of
GE goods or services, such as advances to suppliers in connection with large
contracts.

INVENTORIES for GE were $5.8 billion at December 31, 1999, up $0.5 billion from
the end of 1998. GE inventory turnover was 8.3 in 1999, about the same as in
1998. Acquisitions of inventories in business combinations more than offset the
positive effects of inventory management programs throughout the period.
Last-in, first-out (LIFO) revaluations decreased $84 million in 1999, compared
with decreases of $87 million in 1998 and $119 million in 1997. Included in
these changes were decreases of $4 million, $29 million and $59 million in 1999,
1998 and 1997, respectively, that resulted from lower LIFO inventory levels.
There were net cost decreases in each of the last three years.

         Inventories (at FIFO) and customer receivables from sales of goods or
services are two key components of GE's working capital turnover measurement.
Working capital turnover was 11.5 in 1999, compared with 9.2 in 1998. Working
capital also includes trade accounts payable and progress collections.

         GECS inventories were $1,209 million and $744 million at December 31,
1999 and 1998, respectively. The increase in 1999 primarily reflects the
consolidation of the retail operations of Wards.

FINANCING RECEIVABLES of GECS were $137.6 billion at year-end 1999, net of
allowance for doubtful accounts, up $16.1 billion over 1998. These receivables
are discussed on page 48 and in notes 12 and 13.

OTHER RECEIVABLES of GECS were $30.7 billion and $26.0 billion at December 31,
1999 and 1998, respectively. Of the 1999 increase, $3.6 billion was attributable
to acquisitions.

PROPERTY, PLANT AND EQUIPMENT (including equipment leased to others) was $41.0
billion at December 31, 1999, up $5.3 billion from 1998. GE property, plant and
equipment consists of investments for its own productive use, whereas the
largest element for GECS is in equipment provided to third parties on operating
leases. Details by category of investment are presented in note 15.

         GE total expenditures for new plant and equipment during 1999 totaled
$2.0 billion, about the same as in 1998. Total expenditures for the past five
years were $10.6 billion, of which 39% was investment for growth through new
capacity and product development; 32% was investment in productivity through new
equipment and process improvements; and 29% was investment for such other
purposes as improvement of research and development facilities and safety and
environmental protection.

<PAGE>

PAGE F-19
ANNUAL REPORT PAGE 51

         GECS additions to equipment leased to others, including business
acquisitions, were $13.4 billion during 1999 ($7.2 billion during 1998),
primarily reflecting acquisitions of transportation equipment.

INTANGIBLE ASSETS were $26.0 billion at year-end 1999, up from $23.6 billion at
year-end 1998. GE intangibles increased to $11.3 billion from $10.0 billion at
the end of 1998, principally as a result of goodwill related to acquisitions,
the largest of which was Marquette Medical Systems. The $1.1 billion increase in
GECS intangibles related to goodwill and other intangibles associated with
acquired companies, the largest of which were Signature Group and the Australian
consumer financial services business of AVCO.

ALL OTHER ASSETS totaled $65.0 billion at year-end 1999, an increase of $12.1
billion from the end of 1998. GE other assets increased $2.8 billion,
principally reflecting an increase in the prepaid pension asset and higher costs
associated with increased volume of long-term service agreements, as well as
additional investments in associated companies. The increase in GECS other
assets of $9.2 billion was principally attributable to increases in "separate
accounts" (see note 17) and additional investments in associated companies,
partially offset by decreases in assets acquired for resale, which reflected
sales and securitizations in excess of originations.

CONSOLIDATED BORROWINGS aggregated $201.8 billion at December 31, 1999, compared
with $175.0 billion at the end of 1998. The major debt-rating agencies evaluate
the financial condition of GE and of GE Capital (the major public borrowing
entity of GECS) differently because of their distinct business characteristics.
Using criteria appropriate to each and considering their combined strength,
those major rating agencies continue to give the highest ratings to debt of both
GE and GE Capital.

         GE has committed to contribute capital to GE Capital in the event of
either a decrease below a specified level in GE Capital's ratio of earnings to
fixed charges, or a failure to maintain a specified debt-to-equity ratio in the
event certain GE Capital preferred stock is redeemed. GE also has guaranteed
subordinated debt of GECS with a face amount of $1.0 billion at December 31,
1999 and 1998. Management believes the likelihood that GE will be required to
contribute capital under either the commitments or the guarantees is remote.

         GE total borrowings were $3.0 billion at year-end 1999 ($2.3 billion
short-term, $0.7 billion long-term), a decrease of $1.2 billion from year-end
1998. GE total debt at the end of 1999 equaled 6.4% of total capital, down from
9.5% at the end of 1998.

         GECS total borrowings were $200.0 billion at December 31, 1999, of
which $129.2 billion is due in 2000 and $70.8 billion is due in subsequent
years. Comparable amounts at the end of 1998 were $172.2 billion in total,
$113.2 billion due within one year and $59.0 billion due thereafter. A large
portion of GECS borrowings ($96.6 billion and $87.0 billion at the end of 1999
and 1998, respectively) was issued in active commercial paper markets that
management believes will continue to be a reliable source of short-term
financing. Most of this commercial paper was issued by GE Capital. The average
remaining terms and interest rates of GE Capital commercial paper were 53 days
and 5.82% at the end of 1999, compared with 45 days and 5.35% at the end of
1998.

                                 [CHART HERE]
GE WORKING CAPITAL TURNOVER
- -----------------------------------------------------------------------------
                          1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                          5.56        6.30        7.42        9.22     11.52
- -----------------------------------------------------------------------------

          The GE Capital ratio of debt to equity was 8.44 to 1 at the end of
1999 and 7.86 to 1 at the end of 1998.

         INTEREST RATE AND CURRENCY RISK MANAGEMENT is important in the normal
operations of both GE and GECS. The following discussion presents an overview of
such management.

         GE and GECS use various financial instruments, particularly interest
rate and currency swaps, but also futures, options and currency forwards,
principally to manage their respective interest rate and currency risks. GE and
GECS are exclusively end users of these instruments, which are commonly referred
to as derivatives; neither GE nor GECS engages in trading, market-making or
other speculative activities in the derivatives markets. Management requires

<PAGE>

PAGE F-20
ANNUAL REPORT PAGE 52

that derivative financial instruments relate to specific asset, liability or
equity transactions or to currency exposures. More detailed information about
these financial instruments, as well as the strategies and policies for their
use, is provided in notes 1, 19 and 30.

         The U.S. Securities and Exchange Commission requires that registrants
provide information about potential effects of changes in interest rates and
currency exchange. Although the rules offer alternatives for presenting this
information, none of the alternatives is without limitations. The following
discussion is based on so-called "shock tests," which model effects of interest
rate and currency shifts on the reporting company. Shock tests, while probably
the most meaningful analysis permitted, are constrained by several factors,
including the necessity to conduct the analysis based on a single point in time
and by their inability to include the complex market reactions that normally
would arise from the market shifts modeled. While the following results of shock
tests for interest rates and currencies may have some limited use as benchmarks,
they should not be viewed as forecasts.

 *     One means of assessing exposure to interest rate changes is a
       duration-based analysis that measures the potential loss in net earnings
       resulting from a hypothetical increase in interest rates of 100 basis
       points across all maturities (sometimes referred to as a "parallel shift
       in the yield curve"). Under this model, it is estimated that, all else
       constant, such an increase, including repricing effects in the securities
       portfolio, would reduce the 2000 net earnings of GECS based on year-end
       1999 positions by approximately $105 million; the pro forma effect for GE
       was approximately $13 million. Based on positions at year-end 1998, the
       pro forma effect on 1999 net earnings of such an increase in interest
       rates was estimated to be approximately $111 million for GECS and $17
       million for GE.

*      As shown in the chart to the right, the geographic distribution of GE and
       GECS operations is diverse. One means of assessing exposure to changes in
       currency exchange rates is to model effects on reported earnings using a
       sensitivity analysis. Year-end 1999 consolidated currency exposures,
       including financial instruments designated and effective as hedges, were
       analyzed to identify GE and GECS assets and liabilities denominated in
       other than their relevant functional currency. Net unhedged exposures in
       each currency were then remeasured assuming a 10% decrease (substantially
       greater decreases for hyperinflationary currencies) in currency exchange
       rates compared with the U.S. dollar. Under this model, it is estimated
       that, all else constant, such a decrease would have an insignificant
       effect on the 2000 net earnings of GE and GECS based on year-end 1999
       positions. Based on conditions at year-end 1998, the effect on 1999 net
       earnings of such a decrease in exchange rates was estimated to be a
       reduction in net earnings of $11 million for GE and insignificant for
       GECS.

INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS were $86.8 billion, $9.5
billion higher than in 1998. The increase was primarily attributable to
increases in separate accounts, the addition of liabilities from acquired
companies and growth in guaranteed investment contracts. For additional
information on these liabilities, see note 20.

                                 [CHART HERE]

TOTAL ASSETS OF INTERNATIONAL OPERATIONS
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
EUROPE                $44.1072    $55.1956    $66.7401    $84.5179  $83.3580
PACIFIC BASIN           6.4424      8.1245      8.8814     18.4266   28.2140
AMERICAS                6.5591      7.2265      8.6168     11.2481   13.2920
OTHER                  12.2167     12.4287     13.3090     14.6307   16.3950
- -----------------------------------------------------------------------------

STATEMENT OF CHANGES IN SHARE OWNERS' EQUITY

Share owners' equity increased $3,677 million to $42,557 million at year-end
1999. The increase was largely attributable to net earnings during the period of
$10,717 million, partially offset by dividends of $4,786 million.

         Investment securities had unrealized losses of $1,776 million during
1999, principally as a result of decreases in fair value attributable to
increases in interest rates during 1999. A significant majority of the
unrealized losses are associated with debt securities held by insurance
businesses of GECS and are matched with insurance liabilities of similar

<PAGE>

PAGE F-21
ANNUAL REPORT PAGE 53

duration. Accordingly, decreases in fair values of such investment securities
are directionally offset by corresponding decreases in fair values of associated
insurance liabilities. However, changes in the fair values of insurance
liabilities are difficult to measure and are appropriately not recognized under
generally accepted accounting principles.

         Currency translation adjustments reduced equity by $632 million in
1999. Changes in the currency translation adjustment reflect the effects of
changes in currency exchange rates on GE's net investment in non-U.S.
subsidiaries that have functional currencies other than the U.S. dollar. The
decrease during 1999 largely reflected weakening in the European currencies,
partially offset by strengthening in Asian currencies. Such adjustments affect
earnings only when all or a portion of an affiliate is disposed of.

STATEMENT OF CASH FLOWS

Because cash management activities of GE and GECS are separate and distinct, it
is more useful to review their cash flows separately.

GE CASH AND EQUIVALENTS aggregated $2.0 billion at the end of 1999, up from $1.2
billion at year-end 1998. During 1999, GE generated a record $11.8 billion in
cash from operating activities, a 17% increase over 1998. The increase reflected
improvements in earnings and working capital, principally cash from progress
collections. The 1999 cash generation provided the necessary resources to
repurchase $1.9 billion of GE common stock under the share repurchase program,
to pay $4.6 billion in dividends to share owners, to invest $2.0 billion in new
plant and equipment and to make $1.6 billion in acquisitions.

         Operating activities are the principal source of GE's cash flows. Over
the past three years, operating activities have provided more than $31 billion
of cash. The principal application of this cash was distributions of
approximately $21 billion to share owners, both through payment of dividends
($11.9 billion) and through the share repurchase program ($9.0 billion)
described below. Other applications included investment in new plant and
equipment ($6.3 billion) and acquisitions ($4.5 billion).

         Under the share repurchase program initiated in December 1994, GE has
purchased more than $15 billion of GE stock -- over 300 million shares. In
December 1999, GE's Board of Directors increased the amount authorized from $17
billion to $22 billion. Funds used for the share repurchase are expected to be
generated largely from operating cash flow.

         Based on past performance and current expectations, in combination with
the financial flexibility that comes with a strong balance sheet and the highest
credit ratings, management believes that GE is in a sound position to complete
the share repurchase program, to grow dividends in line with earnings, and to
continue making selective investments for long-term growth. Expenditures for new
plant and equipment are expected to be about $2.5 billion in 2000, principally
for productivity and growth.

GECS CASH AND EQUIVALENTS aggregated $6.9 billion at the end of 1999, up from
$3.3 billion at year-end 1998 as management held short-term investments as
additional liquidity over year-end 1999. One of the primary sources of cash for
GECS is financing activities involving the continued rollover of short-term
borrowings and appropriate addition of borrowings with a reasonable balance of
maturities. Over the past three years, GECS borrowings with maturities of 90
days or less have increased by $37.2 billion. New borrowings of $109.9 billion
having maturities longer than 90 days were added during those years, while $80.7
billion of such longer-term borrowings were retired. GECS also generated $32.0
billion from operating activities.

         The principal use of cash by GECS has been investing in assets to grow
its businesses. Of the $91.0 billion that GECS invested over the past three
years, $21.3 billion was used for additions to financing receivables; $26.6
billion was used to invest in new equipment, principally for lease to others;
and $31.0 billion was used for acquisitions of new businesses, the largest of
which were Japan Leasing and the credit card operations of JC Penney, both in
1999.

         With the financial flexibility that comes with excellent credit
ratings, management believes that GECS should be well positioned to meet the
global needs of its customers for capital and to continue providing GE share
owners with good returns.

                                 [CHART HERE]
GE CUMULATIVE CASH FLOWS
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
CASH FLOWS FROM
   OPERATING
   ACTIVITIES         $12.1360    $21.2030    $30.5200    $40.5520  $52.3150
SHARES REPURCHASED      5.2310      8.2819     11.6930     15.6060   20.1930
DIVIDENDS PAID          4.1750      7.4410     10.9330     14.5700   16.4450
- -----------------------------------------------------------------------------

<PAGE>

PAGE F-22
ANNUAL REPORT PAGE 54

MANAGEMENT'S DISCUSSION OF SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA summarized on the following page are divided into three
sections: upper portion -- consolidated data; middle portion -- GE data that
reflect various conventional measurements for such enterprises; and lower
portion -- GECS data that reflect key information pertinent to financial
services businesses.

GE'S TOTAL RESEARCH AND DEVELOPMENT expenditures were $2,017 million in 1999, up
5% over 1998 and 1997. In 1999, expenditures from GE's own funds were $1,667
million, an increase of 8% over 1998, reflecting continuing research and
development work related to new product, service and process technologies.
Product technology efforts in 1999 included continuing development work on the
next generation of gas turbines, further advances in state-of-the-art diagnostic
imaging technologies, and development of more fuel-efficient, cost-effective
aircraft engine designs. Services technologies include advances in diagnostic
applications, including remote diagnostic capabilities related to repair and
maintenance of medical equipment, aircraft engines, power generation equipment
and locomotives. Process technologies provided improved product quality and
performance and increased capacity for manufacturing engineered materials.
Expenditures funded by customers (mainly the U.S. government) were $350 million
in 1999, down $43 million from 1998.


                                 [CHART HERE]
YEAR END MARKET CAPITALIZATION
- -----------------------------------------------------------------------------
(IN BILLIONS)             1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
                      $119.989    $162.604    $239.539    $333.672  $508.329
- -----------------------------------------------------------------------------

GE'S TOTAL BACKLOG of firm unfilled orders at the end of 1999 was $32.4 billion,
an increase of 14% over 1998, reflecting strong double-digit growth at Power
Systems and Medical Systems. Of the total, $27.0 billion related to products, of
which 63% was scheduled for delivery in 2000. Services orders are included in
this reported backlog for only the succeeding 12 months and were $5.4 billion at
the end of 1999. Orders constituting this backlog may be canceled or deferred by
customers, subject in certain cases to cancellation penalties. See Segment
Operations beginning on page 43 for further information.

REGARDING ENVIRONMENTAL MATTERS, GE's operations, like operations of other
companies engaged in similar businesses, involve the use, disposal and cleanup
of substances regulated under environmental protection laws.

         In 1999, GE expended about $66 million for capital projects related to
the environment. The comparable amount in 1998 was $81 million. These amounts
exclude expenditures for remediation actions, which are principally expensed and
are discussed below. Capital expenditures for environmental purposes have
included pollution control devices -- such as wastewater treatment plants,
groundwater monitoring devices, air strippers or separators, and
incinerators -- at new and existing facilities constructed or upgraded in the
normal course of business. Consistent with policies stressing environmental
responsibility, average annual capital expenditures other than for remediation
projects are presently expected to be about $65 million over the next two years.
This level is in line with existing levels for new or expanded programs to build
facilities or modify manufacturing processes to minimize waste and reduce
emissions.

                                 [CHART HERE]
GE SHARE PRICE ACTIVITY
- -----------------------------------------------------------------------------
(IN DOLLARS)              1995        1996        1997        1998      1999
- -----------------------------------------------------------------------------
HIGH                 $36  9/16    $53 1/16   $76  9/16  $103 15/16  $159 1/2
LOW                   24 15/16     34  3/4    47 15/16    69          94 1/4
CLOSE                 36           49 7/16    73   3/8   102         154 3/4
- -----------------------------------------------------------------------------

         GE also is involved in a sizable number of remediation actions to clean
up hazardous wastes as required by federal and state laws. Such statutes require
that responsible parties fund remediation actions regardless of fault, legality
of original disposal or ownership of a disposal site. Expenditures for site
remediation actions amounted to approximately $114 million in 1999, compared
with $127 million in 1998. It is presently expected that such remediation
actions will require average annual expenditures in the range of $90 million to
$150 million over the next two years.

<PAGE>

PAGE F-23
ANNUAL REPORT PAGE 55

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                 ------------------------------------------------------------------
(Dollar amounts in millions; per-share amounts in dollars)             1999          1998          1997          1996          1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>           <C>           <C>           <C>           <C>
GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES
   Revenues                                                      $  111,630    $  100,469    $   90,840    $   79,179    $   70,028
   Net earnings                                                      10,717         9,296         8,203         7,280         6,573
   Dividends declared                                                 4,786         4,081         3,535         3,138         2,838
   Earned on average share owners' equity                              26.8%         25.7%         25.0%         24.0%         23.5%
   Per share
     Earnings -- diluted                                         $     3.22    $     2.80    $     2.46    $     2.16    $     1.93
     Earnings -- basic                                                 3.27          2.84          2.50          2.20          1.95
     Dividends declared                                                1.46          1.25          1.08          0.95         0.845

     Stock price range                                              159 1/2-    103 15/16-      76 9/16-      53 1/16-      36 9/16-
                                                                      94 1/4            69      47 15/16        34 3/4      24 15/16

     Year-end closing stock price                                   154 3/4           102        73 3/8       49 7/16            36
   Total assets                                                     405,200       355,935       304,012       272,402       228,035
   Long-term borrowings                                              71,427        59,663        46,603        49,246        51,027
   Shares outstanding -- average (in thousands)                   3,277,826     3,268,998     3,274,692     3,307,394     3,367,624
   Share owner account -- average                                   549,000       534,000       509,000       486,000       460,000
===================================================================================================================================
GE DATA
   Short-term borrowings                                         $    2,245    $    3,466    $    3,629    $    2,339    $    1,666
   Long-term borrowings                                                 722           681           729         1,710         2,277
   Minority interest                                                    823           816           569           477           434
   Share owners' equity                                              42,557        38,880        34,438        31,125        29,609
                                                                 ------------------------------------------------------------------
     Total capital invested                                      $   46,347    $   43,843    $   39,365    $   35,651    $   33,986
                                                                 ==================================================================
   Return on average total capital invested                            25.8%         23.9%         23.6%         22.2%         21.3%
   Borrowings as a percentage of total capital invested                 6.4%          9.5%         11.1%         11.4%         11.6%
   Working capital (a)                                           $    3,922    $    5,038    $    5,990    $    6,598    $    7,405
   Additions to property, plant and equipment                         2,036         2,047         2,191         2,389         1,831
   Employees at year end
     United States                                                  124,000       125,000       128,000       123,000       124,000
     Other countries                                                 86,000        82,000        81,000        65,000        59,000
                                                                 ------------------------------------------------------------------
     Total employees                                                210,000       207,000       209,000       188,000       183,000
===================================================================================================================================
GECS DATA
   Revenues                                                      $   55,749    $   48,694    $   39,931    $   32,713    $   26,492
   Net earnings                                                       4,443         3,796         3,256         2,817         2,415
   Share owner's equity                                              20,321        19,727        17,239        14,276        12,774
   Minority interest                                                  4,391         3,459         3,113         2,530         2,522
   Borrowings from others                                           200,025       172,200       141,263       125,621       111,598
   Ratio of debt to equity at GE Capital                              8.44:1       7.86:1        7.45:1        7.84:1        7.59:1
   Total assets                                                  $  345,018    $  303,297    $  255,408    $  227,419    $  185,729
   Insurance premiums written                                        13,624        11,865         9,396         8,185         6,158
   Employees at year end
     United States                                                   73,000        38,000        37,000        32,000        26,000
     Other countries                                                 57,000        48,000        30,000        19,000        13,000
                                                                 ------------------------------------------------------------------
     Total employees                                                130,000        86,000        67,000        51,000        39,000
===================================================================================================================================
<FN>
Transactions between GE and GECS have been eliminated from the consolidated
information.

<F1>   Working capital is defined as the sum of receivables from the sales of
       goods and services plus inventories less trade accounts payable and
       progress collections.
</FN>
</TABLE>

<PAGE>

PAGE F-24
ANNUAL REPORT PAGE 56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION. The consolidated financial statements represent the adding
together of all affiliates -- companies that General Electric directly or
indirectly controls. Results of associated companies -- generally companies that
are 20% to 50% owned and over which GE, directly or indirectly, has significant
influence -- are included in the financial statements on a "one-line" basis.

FINANCIAL STATEMENT PRESENTATION. Financial data and related measurements are
presented in the following categories.

*    GE. This represents the adding together of all affiliates other than
     General Electric Capital Services, Inc. (GECS), whose operations are
     presented on a one-line basis.

*    GECS. This affiliate owns all of the common stock of General Electric
     Capital Corporation (GE Capital) and GE Global Insurance Holding
     Corporation (GE Global Insurance), the parent of Employers Reinsurance
     Corporation. GE Capital, GE Global Insurance and their respective
     affiliates are consolidated in the GECS columns and constitute its
     business.

*    CONSOLIDATED. This represents the adding together of GE and GECS.

The effects of transactions among related companies within and between each of
the above-mentioned groups are eliminated. Transactions between GE and GECS are
not material.

         Certain prior-year amounts have been reclassified to conform to the
1999 presentation.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts and related disclosures. Actual results
could differ from those estimates.

SALES OF GOODS AND SERVICES. A sale is recorded when title passes to the
customer or when services are performed in accordance with contracts.

GECS REVENUES FROM SERVICES (EARNED INCOME). Income on all loans is recognized
on the interest method. Accrual of interest income is suspended at the earlier
of the time at which collection of an account becomes doubtful or the account
becomes 90 days delinquent. Interest income on impaired loans is recognized
either as cash is collected or on a cost-recovery basis as conditions warrant.

         Financing lease income is recorded on the interest method so as to
produce a level yield on funds not yet recovered. Estimated unguaranteed
residual values of leased assets are based primarily on periodic independent
appraisals of the values of leased assets remaining at expiration of the lease
terms.

         Operating lease income is recognized on a straight-line basis over the
terms of underlying leases.

         Origination, commitment and other nonrefundable fees related to
fundings are deferred and recorded in earned income on the interest method.
Commitment fees related to loans not expected to be funded and line-of-credit
fees are deferred and recorded in earned income on a straight-line basis over
the period to which the fees relate. Syndication fees are recorded in earned
income at the time related services are performed unless significant
contingencies exist.

         Income from investment and insurance activities is discussed on
page 57.

DEPRECIATION AND AMORTIZATION. The cost of most of GE's manufacturing plant and
equipment is depreciated using an accelerated method based primarily on a
sum-of-the-years digits formula.

         The cost of GECS equipment leased to others on operating leases is
amortized, principally on a straight-line basis, to estimated residual value
over the lease term or over the estimated economic life of the equipment.
Depreciation of property and equipment used by GECS is recorded on either a
sum-of-the-years digits formula or a straight-line basis over the lives of the
assets.

RECOGNITION OF LOSSES ON FINANCING RECEIVABLES AND INVESTMENTS. The allowance
for losses on small-balance receivables reflects management's best estimate of
probable losses inherent in the portfolio determined principally on the basis of
historical experience. For other receivables, principally the larger loans and
leases, the allowance for losses is determined primarily on the basis of
management's best estimate of probable losses, including specific allowances for
known troubled accounts.

         All accounts or portions thereof deemed to be uncollectible or to
require an excessive collection cost are written off to the allowance for
losses. Small-balance accounts generally are written off when 6 to 12 months
delinquent, although any such balance judged to be uncollectible, such as an
account in bankruptcy, is written down immediately to estimated realizable
value. Large-balance accounts are reviewed at least quarterly, and those
accounts with amounts that are judged to be uncollectible are written down to
estimated realizable value.

         When collateral is repossessed in satisfaction of a loan, the
receivable is written down against the allowance for losses to estimated fair
value of the asset less costs to sell, transferred to other assets and
subsequently carried at the lower of cost or estimated fair value less costs to
sell. This accounting method has been employed principally for specialized
financing transactions.

<PAGE>

PAGE F-25
ANNUAL REPORT PAGE 57

CASH AND EQUIVALENTS. Debt securities with original maturities of three months
or less are included in cash equivalents unless designated as available for sale
and classified as investment securities.

INVESTMENT SECURITIES. Investments in debt and marketable equity securities are
reported at fair value based primarily on quoted market prices or, if quoted
prices are not available, discounted expected cash flows using market rates
commensurate with credit quality and maturity of the investment. Substantially
all investment securities are designated as available for sale, with unrealized
gains and losses included in share owners' equity, net of applicable taxes and
other adjustments. Unrealized losses that are other than temporary are
recognized in earnings. Realized gains and losses are accounted for on the
specific identification method.

INVENTORIES. All inventories are stated at the lower of cost or realizable
values. Cost for virtually all of GE's U.S. inventories is determined on a
last-in, first-out (LIFO) basis. Cost of other GE inventories is primarily
determined on a first-in, first-out (FIFO) basis.

         GECS inventories consist primarily of finished products held for sale.
Cost is primarily determined on a FIFO basis.

INTANGIBLE ASSETS. Goodwill is amortized over its estimated period of benefit on
a straight-line basis; other intangible assets are amortized on appropriate
bases over their estimated lives. No amortization period exceeds 40 years. When
an intangible asset exceeds associated expected operating cash flows, it is
considered to be impaired and is written down to fair value, which is determined
based on either discounted future cash flows or appraised values.

INTEREST RATE AND CURRENCY RISK MANAGEMENT. As a matter of policy, neither GE
nor GECS engages in derivatives trading, derivatives market-making or other
speculative activities.

         GE and GECS use swaps primarily to optimize funding costs. To a lesser
degree, and in combination with options and limit contracts, GECS uses swaps to
stabilize cash flows from mortgage-related assets.

         Designated interest rate and currency swaps that modify borrowings or
certain assets, including swaps associated with forecasted commercial paper
renewals, are accounted for on an accrual basis. Both GE and GECS require all
other swaps, as well as futures, options and currency forwards, to be designated
and accounted for as hedges of specific assets, liabilities or committed
transactions; resulting payments and receipts are recognized contemporaneously
with effects of hedged transactions. A payment or receipt arising from early
termination of an effective hedge is accounted for as an adjustment to the basis
of the hedged transaction.

         Instruments used as hedges must be effective at reducing the risk
associated with the exposure being hedged and must be designated as a hedge at
the inception of the contract. Accordingly, changes in market values of hedge
instruments must be highly correlated with changes in market values of
underlying hedged items, both at inception of the hedge and over the life of the
hedge contract.

         As a matter of policy, any derivative that is either not designated as
a hedge, or is so designated but is ineffective, is marked to market and
recognized in operations immediately.

GECS INSURANCE ACCOUNTING POLICIES. Accounting policies for GECS insurance
businesses follow.

PREMIUM INCOME. Insurance premiums are reported as earned income as follows:

*    For short-duration insurance contracts (including property and casualty,
     accident and health, and financial guaranty insurance), premiums are
     reported as earned income, generally on a pro rata basis, over the terms of
     the related agreements. For retrospectively rated reinsurance contracts,
     premium adjustments are recorded based on estimated losses and loss
     expenses, taking into consideration both case and incurred-but-not-reported
     reserves.

*    For traditional long-duration insurance contracts (including term and whole
     life contracts and annuities payable for the life of the annuitant),
     premiums are reported as earned income when due.

*    For investment contracts and universal life contracts, premiums received
     are reported as liabilities, not as revenues. Universal life contracts are
     long-duration insurance contracts with terms that are not fixed and
     guaranteed; for these contracts, revenues are recognized for assessments
     against the policyholder's account, mostly for mortality, contract
     initiation, administration and surrender. Investment contracts are
     contracts that have neither significant mortality nor significant morbidity
     risk, including annuities payable for a determined period; for these
     contracts, revenues are recognized on the associated investments and
     amounts credited to policyholder accounts are charged to expense.

DEFERRED POLICY ACQUISITION COSTS. Costs that vary with and are primarily
related to the acquisition of new and renewal insurance and investment contracts
are deferred and amortized over the respective policy terms. For short-duration
insurance contracts, acquisition costs consist primarily of commissions,
brokerage expenses and premium taxes.

<PAGE>

PAGE F-26
ANNUAL REPORT PAGE 58

For long-duration insurance contracts, these costs consist primarily of
first-year commissions in excess of recurring renewal commissions, certain
variable sales expenses and certain support costs such as underwriting and
policy issue expenses.

*    For short-duration insurance contracts, these costs are amortized pro rata
     over the contract periods in which the related premiums are earned.

*    For traditional long-duration insurance contracts, these costs are
     amortized over the respective contract periods in proportion to either
     anticipated premium income or, in the case of limited-payment contracts,
     estimated benefit payments.

*    For investment contracts and universal life contracts, these costs are
     amortized on the basis of anticipated gross profits.

Periodically, deferred policy acquisition costs are reviewed for recoverability;
anticipated investment income is considered in recoverability evaluations.

PRESENT VALUE OF FUTURE PROFITS. The actuarially determined present value of
anticipated net cash flows to be realized from insurance, annuity and investment
contracts in force at the date of acquisition of life insurance enterprises is
recorded as the present value of future profits and is amortized over the
respective policy terms in a manner similar to deferred policy acquisition
costs. Unamortized balances are adjusted to reflect experience and impairment,
if any.

2 GE OTHER INCOME

                                              ----------------------------------
(In millions)                                  1999           1998          1997
- --------------------------------------------------------------------------------
Residual licensing and
   royalty income
     RCA Licensing                            $  23        $   250        $  287
     Other                                       44             51            54
Associated companies                             (1)           (32)           50
Marketable securities and
   bank deposits                                105            114            78
Customer financing                               17             19            26
Other investments
   Dividends                                     24              8            62
   Interest                                       6              8             1
Other items                                     638            266         1,749
                                              ----------------------------------
                                              $ 856        $   684        $2,307
================================================================================

         Effective January 1, 1999, GE transferred certain licenses and
intellectual property pursuant to an agreement to sell the former RCA Consumer
Electronics business. Licensing income from these assets is shown under the
caption "RCA Licensing" in the table above.

         Other income in 1999 includes $326 million from NBC Internet (NBCi), an
amount that appears in two categories in the above table. "Other items" includes
a gain of $388 million related to the contribution of certain of NBC's Internet
assets to NBCi, a newly formed publicly traded Internet company, in exchange for
a noncontrolling interest in NBCi. Assets contributed by NBC include its 100%
interest in three Internet properties: NBC.com, NBC-IN.com and VideoSeeker.com
and a 10% interest in a fourth Internet property, CNBC.com. Also included in the
"associated companies" caption for 1999 is $62 million of operating losses
related to NBCi and predecessor operations.

         Included in the "Other items" caption for 1997 is a gain of $1,538
million related to a tax-free exchange between GE and Lockheed Martin
Corporation (Lockheed Martin). In exchange for its investment in Lockheed Martin
Series A preferred stock, GE acquired a Lockheed Martin subsidiary containing
two businesses, an equity interest and cash to the extent necessary to equalize
the value of the exchange, a portion of which was subsequently loaned to
Lockheed Martin.

3 GECS REVENUES FROM SERVICES

                                              ----------------------------------
(In millions)                                  1999           1998          1997
- --------------------------------------------------------------------------------
Time sales, loan and
   other income                             $18,209        $14,682       $12,211
Operating lease rentals                       6,022          5,402         4,819
Financing leases                              3,587          4,267         3,499
Investment income                             6,243          5,617         5,512
Premium and commission
   income of insurance
   businesses                                12,948         11,352         9,268
                                              ----------------------------------
                                            $47,009        $41,320       $35,309
================================================================================

         For insurance businesses, the effects of reinsurance on premiums
written and premium and commission income were as follows:

                                          -------------------------------------
(In millions)                                 1999           1998          1997
- -------------------------------------------------------------------------------
PREMIUMS WRITTEN
Direct                                    $  7,382       $  6,237       $ 5,206
Assumed                                      8,520          7,470         5,501
Ceded                                       (2,278)        (1,842)       (1,311)
                                          -------------------------------------
                                          $ 13,624       $ 11,865       $ 9,396
                                          =====================================
PREMIUM AND COMMISSION
   INCOME
Direct                                    $  7,002       $  6,063       $ 5,138
Assumed                                      8,460          7,151         5,386
Ceded                                       (2,514)        (1,862)       (1,256)
                                          -------------------------------------
                                          $ 12,948       $ 11,352       $ 9,268
===============================================================================

         Reinsurance recoveries recognized as a reduction of insurance losses
and policyholder and annuity benefits amounted to $2,648 million, $1,594 million
and $903 million for the years ended December 31, 1999, 1998 and 1997,
respectively.

<PAGE>

PAGE F-27
ANNUAL REPORT PAGE 59

4 SUPPLEMENTAL COST INFORMATION

Total expenditures for research and development were $2,017 million, $1,930
million and $1,891 million in 1999, 1998 and 1997, respectively. The
Company-funded portion aggregated $1,667 million in 1999, $1,537 million in 1998
and $1,480 million in 1997.

         Rental expense under operating leases is shown below.

                                          -------------------------------------
(In millions)                                 1999           1998          1997
- -------------------------------------------------------------------------------
GE                                        $    607       $    568       $   536
GECS                                         1,067            889           734
===============================================================================

         At December 31, 1999, minimum rental commitments under noncancelable
operating leases aggregated $2,431 million and $5,041 million for GE and GECS,
respectively. Amounts payable over the next five years follow.

                                ------------------------------------------------
(In millions)                   2000       2001       2002       2003       2004
- --------------------------------------------------------------------------------
GE                              $458       $366       $284       $226       $195
GECS                             834        663        603        540        413
================================================================================

         GE's selling, general and administrative expense totaled $7,732 million
in 1999, $7,177 million in 1998 and $7,476 million in 1997. Insignificant
amounts of interest were capitalized by GE and GECS in 1999, 1998 and 1997.

5 PENSION BENEFITS

GE and its affiliates sponsor a number of pension plans. Principal pension plans
are discussed below; other pension plans are not significant individually or in
the aggregate.

PRINCIPAL PENSION PLANS are the GE Pension Plan and the GE Supplementary Pension
Plan.

         The GE Pension Plan provides benefits to certain U.S. employees based
on the greater of a formula recognizing career earnings or a formula recognizing
length of service and final average earnings. Benefit provisions are subject to
collective bargaining. At the end of 1999, the GE Pension Plan covered
approximately 470,000 participants, including 124,000 employees, 153,000 former
employees with vested rights to future benefits, and 193,000 retirees and
beneficiaries receiving benefits.

         The GE Supplementary Pension Plan is a pay-as-you-go plan providing
supplementary retirement benefits primarily to higher-level, longer-service U.S.
employees.

         The effect on operations of principal pension plans is as follows:

- -------------------------------------------------------------------------------
EFFECT ON OPERATIONS
                                                -------------------------------
(In millions)                                      1999        1998        1997
- -------------------------------------------------------------------------------

Expected return on plan assets                  $ 3,407     $ 3,024     $ 2,721
Service cost for benefits earned (a)               (693)       (625)       (596)
Interest cost on benefit obligation              (1,804)     (1,749)     (1,686)
Prior service cost                                 (151)       (153)       (145)
SFAS No. 87 transition gain                         154         154         154
Net actuarial gain recognized                       467         365         295
Special early retirement cost                      --          --          (412)
                                                -------------------------------
Total pension plan income                       $ 1,380     $ 1,016     $   331
===============================================================================
(a) Net of participant contributions.
- -------------------------------------------------------------------------------

FUNDING POLICY for the GE Pension Plan is to contribute amounts sufficient to
meet minimum funding requirements as set forth in employee benefit and tax laws
plus such additional amounts as GE may determine to be appropriate. GE has not
made contributions since 1987 because the fully funded status of the GE Pension
Plan precludes current tax deduction and because any GE contribution would
require payment of excise taxes.

         Changes in the projected benefit obligation for principal pension plans
follow.

- -------------------------------------------------------------------------------
PROJECTED BENEFIT OBLIGATION
                                                       ------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
Balance at January 1                                   $ 27,572        $ 25,874
Service cost for benefits earned (a)                        693             625
Interest cost on benefit obligation                       1,804           1,749
Participant contributions                                   122             112
Actuarial (gain)/loss (b)                                (2,790)          1,050
Benefits paid                                            (1,879)         (1,838)
                                                       ------------------------
Balance at December 31                                 $ 25,522        $ 27,572
===============================================================================
(a) Net of participant contributions.
(b) Principally associated with discount rate changes.
- -------------------------------------------------------------------------------
         Changes in the fair value of assets for principal pension plans follow.

- -------------------------------------------------------------------------------
FAIR VALUE OF ASSETS
                                                       ------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
Balance at January 1                                   $ 43,447        $ 38,742
Actual return on plan assets                              8,472           6,363
Employer contributions                                       81              68
Participant contributions                                   122             112
Benefits paid                                            (1,879)         (1,838)
                                                       ------------------------
Balance at December 31                                 $ 50,243        $ 43,447
===============================================================================

         Plan assets are held in trust and consist mainly of common stock and
fixed-income investments. GE common stock represented 9.8% and 7.5% of trust
assets at year-end 1999 and 1998, respectively.

<PAGE>

PAGE F-28
ANNUAL REPORT PAGE 60

         GE recorded assets and liabilities for principal pension plans as
follows:

- -------------------------------------------------------------------------------
PREPAID PENSION ASSET
- -------------------------------------------------------------------------------
December 31 (In millions)                                  1999            1998
                                                       ------------------------
Fair value of plan assets                              $ 50,243        $ 43,447
Add (deduct) unrecognized balances
Prior service cost                                          699             850
SFAS No. 87 transition gain                                (154)           (308)
Net actuarial gain                                      (16,850)         (9,462)
Projected benefit obligation                            (25,522)        (27,572)
Pension liability                                           981             797
                                                       ------------------------
Prepaid pension asset                                  $  9,397        $  7,752
===============================================================================

Actuarial assumptions used to determine costs and benefit obligations for
principal pension plans follow.

- -------------------------------------------------------------------------------
ACTUARIAL ASSUMPTIONS
                                                -------------------------------
December 31                                        1999        1998        1997
- -------------------------------------------------------------------------------
Discount rate                                      7.75%       6.75%        7.0%
Compensation increases                              5.0         5.0         4.5
Return on assets for the year                       9.5         9.5         9.5
- -------------------------------------------------------------------------------
         Experience gains and losses, as well as the effects of changes in
actuarial assumptions and plan provisions, are amortized over the average future
service period of employees.

6 RETIREE HEALTH AND LIFE BENEFITS

GE and its affiliates sponsor a number of retiree health and life insurance
benefit plans. Principal retiree benefit plans are discussed below; other such
plans are not significant individually or in the aggregate.

PRINCIPAL RETIREE BENEFIT PLANS generally provide health and life insurance
benefits to employees who retire under the GE Pension Plan (see note 5) with 10
or more years of service. Retirees share in the cost of health care benefits.
Benefit provisions are subject to collective bargaining. At the end of 1999,
these plans covered approximately 250,000 retirees and dependents.

         The effect on operations of principal retiree benefit plans is shown in
the following table.

- -------------------------------------------------------------------------------
EFFECT ON OPERATIONS
                                                -------------------------------
(In millions)                                      1999        1998        1997
- -------------------------------------------------------------------------------
RETIREE HEALTH PLANS
Service cost for benefits earned                $    88     $    79     $    90
Interest cost on benefit obligation                 206         205         183
Prior service cost                                   14          14          (3)
Net actuarial loss recognized                        38          28          16
Special early retirement cost                      --          --           152
                                                -------------------------------
Retiree health plan cost                            346         326         438
                                                -------------------------------
RETIREE LIFE PLANS
Expected return on plan assets                     (165)       (149)       (137)
Service cost for benefits earned                     19          17          17
Interest cost on benefit obligation                 117         114         116
Prior service cost                                   (6)         (6)         (8)
Net actuarial loss recognized                         7          11          16
Special early retirement cost                      --          --            13
                                                -------------------------------
Retiree life plan cost (income)                     (28)        (13)         17
                                                -------------------------------
Total cost                                      $   318     $   313     $   455
===============================================================================

FUNDING POLICY for retiree health benefits is generally to pay covered expenses
as they are incurred. GE funds retiree life insurance benefits at its
discretion.

         Changes in the accumulated postretirement benefit obligation for
retiree benefit plans follow.

- -------------------------------------------------------------------------------
ACCUMULATED POSTRETIREMENT
BENEFIT OBLIGATION                          Health plans          Life plans
                                       ------------------    ------------------
December 31 (In millions)                1999      1998        1999        1998
                                       ----------------------------------------
Balance at January 1                    $3,220    $3,098    $ 1,787     $ 1,677
Service cost for
benefits earned                            88        79          19          17
Interest cost on
benefit obligation                        206       205         117         114
Participant
contributions                              24        24        --          --
Actuarial (gain)/loss                     103       177        (165)         91
Benefits paid                            (392)     (363)       (107)       (112)
Other                                      26      --          --          --
                                       ----------------------------------------
Balance at
   December 31                          $3,275    $3,220    $ 1,651     $ 1,787
===============================================================================

         Changes in the fair value of assets for retiree benefit plans follow.

- -------------------------------------------------------------------------------
FAIR VALUE OF ASSETS                     Health plans          Life plans
                                       ----------------     -------------------
December 31 (In millions)                1999      1998        1999        1998
- -------------------------------------------------------------------------------
Balance at January 1                      $--       $--     $ 2,121     $ 1,917
Actual return on plan
   assets                                  --        --         355         316
Employer
   contributions                          368       339        --          --
Participant
   contributions                           24        24        --          --
Benefits paid                            (392)     (363)       (107)       (112)
                                       ----------------------------------------
Balance at
   December 31                            $--       $--     $ 2,369     $ 2,121
- -------------------------------------------------------------------------------

<PAGE>

PAGE F-29
ANNUAL REPORT PAGE 61

         Plan assets are held in trust and consist mainly of common stock and
fixed-income investments. GE common stock represented 6.2% and 4.5% of trust
assets at year-end 1999 and 1998, respectively.

         GE recorded assets and liabilities for retiree benefit plans as
follows:

- -------------------------------------------------------------------------------
RETIREE BENEFIT LIABILITY/ASSET           Health plans            Life plans
                                       -----------------    -------------------
December 31 (In millions)                 1999      1998       1999        1998
- -------------------------------------------------------------------------------
Accumulated
   postretirement
   benefit obligation                   $3,275    $3,220    $ 1,651     $ 1,787
Add (deduct)
   unrecognized
   balances
Prior service cost                        (143)     (157)        43          49
Net actuarial
   gain/(loss)                            (637)     (572)       576         214
Fair value of
   plan assets                           --        --        (2,369)     (2,121)
                                       ----------------------------------------
Retiree benefit
   liability/(asset)                    $2,495    $2,491    $   (99)    $   (71)
===============================================================================

ACTUARIAL ASSUMPTIONS used to determine costs and benefit obligations for
principal retiree benefit plans are shown below.

- -------------------------------------------------------------------------------
ACTUARIAL ASSUMPTIONS
                                                -------------------------------
December 31                                        1999        1998        1997
- -------------------------------------------------------------------------------
Discount rate                                      7.75%       6.75%        7.0%
Compensation increases                              5.0         5.0         4.5
Health care cost trend (a)                          9.0         7.8         7.8
Return on assets for the year                       9.5         9.5         9.5
- -------------------------------------------------------------------------------
(a) For 1999, gradually declining to 5% after 2004.
- -------------------------------------------------------------------------------
         Increasing or decreasing the health care cost trend rates by one
percentage point would have had an insignificant effect on the December 31,
1999, accumulated postretirement benefit obligation and the annual cost of
retiree health plans.

         Experience gains and losses, as well as the effects of changes in
actuarial assumptions and plan provisions, are amortized over the average future
service period of employees.

7 PROVISION FOR INCOME TAXES

                                                -------------------------------
(In millions)                                      1999        1998        1997
- -------------------------------------------------------------------------------
GE
Estimated amounts payable                       $ 2,555     $ 2,227     $ 2,332
Deferred tax expense (benefit)
   from temporary differences                       652         590        (522)
                                                -------------------------------
                                                  3,207       2,817       1,810
                                                -------------------------------
GECS
Estimated amounts payable                           806         815         368
Deferred tax expense from
   temporary differences                            847         549         798
                                                -------------------------------
                                                  1,653       1,364       1,166
                                                -------------------------------
Consolidated
Estimated amounts payable                         3,361       3,042       2,700
Deferred tax expense from
   temporary differences                          1,499       1,139         276
                                                -------------------------------
                                                $ 4,860     $ 4,181     $ 2,976
===============================================================================
   GE includes GECS in filing a consolidated U.S. federal income tax return. The
GECS provision for estimated taxes payable includes its effect on the
consolidated return.

         Estimated consolidated amounts payable includes amounts applicable to
U.S. federal income taxes of $1,632 million, $1,459 million and $1,176 million
in 1999, 1998 and 1997, respectively, and amounts applicable to non-U.S.
jurisdictions of $1,399 million, $1,335 million and $1,298 million in 1999, 1998
and 1997, respectively. Deferred tax expense related to U.S. federal income
taxes was $1,475 million, $971 million and $354 million in 1999, 1998 and 1997,
respectively.

         Deferred income tax balances reflect the impact of temporary
differences between the carrying amounts of assets and liabilities and their tax
bases and are stated at enacted tax rates expected to be in effect when taxes
are actually paid or recovered. See note 22 for details.

         Except for certain earnings that GE intends to reinvest indefinitely,
provision has been made for the estimated U.S. federal income tax liabilities
applicable to undistributed earnings of affiliates and associated companies. It
is not practicable to determine the U.S. federal income tax liability, if any,
that would be payable if such earnings were not reinvested indefinitely.

         Consolidated U.S. income before taxes was $11.3 billion in 1999, $9.7
billion in 1998 and $8.2 billion in 1997. The corresponding amounts for
non-U.S.-based operations were $4.3 billion in 1999, $3.8 billion in 1998 and
$3.0 billion in 1997.

          A reconciliation of the U.S. federal statutory tax rate to the actual
tax rate is provided on the following page.



<PAGE>


PAGE F-30
ANNUAL REPORT PAGE 62

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
RECONCILIATION OF U.S. FEDERAL               Consolidated                        GE                         GECS
STATUTORY TAX RATE TO ACTUAL RATE      ------------------------      ------------------------      ------------------------

                                       1999      1998      1997      1999      1998      1997      1999      1998      1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Statutory U.S. federal income
  tax rate                             35.0%     35.0%     35.0%     35.0%     35.0%     35.0%     35.0%     35.0%     35.0%
Increase (reduction) in rate
   resulting from:
Inclusion of after-tax earnings
of GECS in before-tax
earnings of GE                         --        --        --       (11.2)    (11.0)    (11.4)     --        --        --
Lockheed Martin exchange (note 2)      --        --        (4.8)     --        --        (5.4)     --        --        --
Amortization of goodwill                1.1       1.1       1.1       0.8       0.7       0.8       1.0       1.0       1.1
Tax-exempt income                      (1.7)     (1.8)     (1.9)     --        --        --        (4.4)     (4.7)     (4.9)
Tax on international activities
(including Foreign Sales
Corporation benefits)                  (4.2)     (3.0)     (2.7)     (2.6)     (2.7)     (2.1)     (4.8)     (1.3)     (2.2)
All other -- net                        1.0      (0.3)     (0.1)      1.0       1.3       1.2       0.3      (3.6)     (2.6)
                                       ------------------------------------------------------------------------------------
                                       (3.8)     (4.0)     (8.4)    (12.0)    (11.7)    (16.9)     (7.9)     (8.6)     (8.6)
                                       ------------------------------------------------------------------------------------
Actual income tax rate                 31.2%     31.0%     26.6%     23.0%     23.3%     18.1%     27.1%     26.4%     26.4%
===========================================================================================================================
</TABLE>


8 EARNINGS PER SHARE INFORMATION

<TABLE>
<CAPTION>
                                                                  -----------------     ------------------     -----------------
                                                                         1999                  1998                   1997
                                                                  -----------------     ------------------     -----------------
(In millions; per-share amounts in dollars)                       Diluted     Basic     Diluted      Basic     Diluted     Basic
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>         <C>        <C>         <C>       <C>
CONSOLIDATED OPERATIONS
Net earnings available to common share owners                     $10,717    $10,717     $9,296     $9,296      $8,203    $8,203
Dividend equivalents -- net of tax                                      8        --          13         --          10        --
                                                                  -----------------     ------------------     -----------------
Net earnings available for per-share calculation                  $10,725    $10,717     $9,309     $9,296      $8,213    $8,203
                                                                  -----------------     ------------------     -----------------
AVERAGE EQUIVALENT SHARES
Shares of GE common stock outstanding                               3,278     3,278       3,269      3,269       3,275     3,275
Employee compensation-related shares,
   including stock options                                             54        --          61         --          70        --
                                                                  -----------------     ------------------     -----------------
Total average equivalent shares                                     3,332     3,278       3,330      3,269       3,345     3,275
                                                                  -----------------     ------------------     -----------------
Net earnings per share                                            $  3.22    $ 3.27      $ 2.80     $ 2.84      $ 2.46    $ 2.50
================================================================================================================================
</TABLE>

<PAGE>

PAGE F-31
ANNUAL REPORT PAGE 63

9 INVESTMENT SECURITIES
                                ------------------------------------------------
                                                Gross         Gross
                                Amortized  unrealized    unrealized    Estimated
(In millions)                        cost      gains         losses   fair value
- --------------------------------------------------------------------------------
DECEMBER 31, 1999
GE SECURITIES
Equity                            $   149     $   547      $     (1)     $   695
Debt -- U.S. corporate                430         148          --            578
                                ------------------------------------------------
                                      579         695            (1)       1,273
                                ------------------------------------------------
GECS SECURITIES
Debt
   U.S. corporate                  31,512         175        (1,759)      29,928
   State and municipal             12,558         141          (452)      12,247
   Mortgage-backed                 12,799         173          (376)      12,596
   Corporate -- non-U.S             9,923         228          (248)       9,903
   Government
    -- non-U.S                      4,675         114           (77)       4,712
   U.S. government and
     federal agency                 2,481           5          (171)       2,315
Equity                              6,420       2,641          (277)       8,784
                                ------------------------------------------------
                                   80,368       3,477        (3,360)      80,485
                                ------------------------------------------------
CONSOLIDATED TOTALS               $80,947      $4,172      $ (3,361)     $81,758
================================================================================
DECEMBER 31, 1998
GE SECURITIES
Equity                            $   233     $    26      $   --        $   259
                                ------------------------------------------------
GECS SECURITIES
Debt
   U.S. corporate                  27,888       1,293          (325)      28,856
   State and municipal             12,483         727            (8)      13,202
   Mortgage-backed                 11,641         413          (109)      11,945
   Corporate -- non-U.S             8,692         409           (90)       9,011
   Government
    -- non-U.S                      5,415         258            (9)       5,664
   U.S. government and
     federal agency                 2,706         207            (7)       2,906
Equity                              5,651       1,415          (192)       6,874
                                ------------------------------------------------
                                   74,476       4,722          (740)      78,458
                                ------------------------------------------------
CONSOLIDATED TOTALS               $74,709      $4,748      $   (740)     $78,717
================================================================================
The majority of mortgage-backed securities shown in the table above are
collateralized by U.S. residential mortgages.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
CONTRACTUAL MATURITIES OF DEBT SECURITIES
(EXCLUDING MORTGAGE-BACKED SECURITIES)
                                                     ---------------------------
                                                      Amortized       Estimated
(In millions)                                              cost      fair value
- --------------------------------------------------------------------------------
Due in
  2000                                                 $  5,237        $  5,309
   2001-2004                                             13,348          13,310
   2005-2009                                             14,478          13,953
   2010 and later                                        28,086          26,533
================================================================================
It is expected that actual maturities will differ from contractual maturities
because borrowers have the right to call or prepay certain obligations.
- --------------------------------------------------------------------------------

         Proceeds from sales of investment securities by GE and GECS in 1999
were $18,521 million ($16,707 million in 1998 and $14,728 million in 1997).
Gross realized gains were $1,430 million in 1999 ($1,126 million in 1998 and
$1,018 million in 1997). Gross realized losses were $484 million in 1999 ($308
million in 1998 and $173 million in 1997).

10 GE CURRENT RECEIVABLES

                                                     --------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
Aircraft Engines                                       $  1,541        $  1,722
Appliances                                                  285             299
Industrial Products and Systems                           1,163           1,274
NBC                                                         329             261
Plastics                                                    953           1,070
Power Systems                                             3,350           2,620
Technical Products and Services                           1,036             904
All Other                                                    44             141
Corporate                                                   362             495
                                                     --------------------------
                                                          9,063           8,786
Less allowance for losses                                  (320)           (303)
                                                     --------------------------
                                                       $  8,743        $  8,483
- -------------------------------------------------------------------------------

         Receivables balances at December 31, 1999 and 1998, before allowance
for losses, included $5,832 million and $5,447 million, respectively, from sales
of goods and services to customers, and $296 million and $350 million,
respectively, from transactions with associated companies.

         Current receivables of $203 million at year-end 1999 and $305 million
at year-end 1998 arose from sales, principally of aircraft engine goods and
services, on open account to various agencies of the U.S. government, which is
GE's largest single customer. About 4% of GE's sales of goods and services were
to the U.S. government in 1999, 1998 and 1997.

11 INVENTORIES

                                                     --------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
GE
Raw materials and work in process                      $  3,438        $  3,154
Finished goods                                            3,054           2,967
Unbilled shipments                                          233             195
                                                     --------------------------
                                                          6,725           6,316
Less revaluation to LIFO                                   (927)         (1,011)
                                                     --------------------------
                                                          5,798           5,305
                                                     --------------------------
GECS
Finished goods (a)                                        1,209             744
                                                     --------------------------
                                                       $  7,007        $  6,049
===============================================================================
(a) Including $773 million of Wards' retail inventory at year-end 1999.
- -------------------------------------------------------------------------------

         LIFO revaluations decreased $84 million in 1999, compared with
decreases of $87 million in 1998 and $119 million in 1997. Included in these
changes were decreases of $4 million, $29 million and $59 million in 1999, 1998
and 1997, respectively, that resulted from lower LIFO inventory levels. There
were net cost decreases in each of the last three years. As of December 31,
1999, GE is obligated to acquire certain raw materials at market prices through
the year 2008 under various take-or-pay or similar arrangements. Annual minimum
commitments under these arrangements are insignificant.

<PAGE>

PAGE F-32
ANNUAL REPORT PAGE 64

12 GECS FINANCING RECEIVABLES (INVESTMENTS IN
   TIME SALES, LOANS AND FINANCING LEASES)

                                                     --------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
TIME SALES AND LOANS
Consumer services                                      $ 48,435        $ 42,573
Specialized financing                                    24,999          16,693
Mid-market financing                                     19,186          17,065
Equipment management                                        977             849
Specialty insurance                                          28             103
                                                     --------------------------
  Time sales and loans                                   93,625          77,283
                                                     --------------------------
INVESTMENT IN FINANCING LEASES
Direct financing leases                                  43,738          43,730
Leveraged leases                                          4,045           3,841
                                                     --------------------------
  Investment in financing leases                         47,783          47,571
                                                     --------------------------
                                                        141,408         124,854
Less allowance for losses                                (3,779)         (3,288)
                                                     --------------------------
                                                       $137,629        $121,566
===============================================================================

         Time sales and loans represents transactions in a variety of forms,
including time sales, revolving charge and credit, mortgages, installment loans,
intermediate-term loans and revolving loans secured by business assets. The
portfolio includes time sales and loans carried at the principal amount on which
finance charges are billed periodically, and time sales and loans carried at
gross book value, which includes finance charges. At year-end 1999 and 1998,
financing receivables included $15,782 million and $14,452 million,
respectively, for commercial real estate loans and leases. Note 17 contains
information on airline loans and leases.

         Investment in financing leases consists of direct financing and
leveraged leases of aircraft, railroad rolling stock, autos, other
transportation equipment, data processing equipment and medical equipment, as
well as other manufacturing, power generation, commercial real estate, and
commercial equipment and facilities.

         As the sole owner of assets under direct financing leases and as the
equity participant in leveraged leases, GECS is taxed on total lease payments
received and is entitled to tax deductions based on the cost of leased assets
and tax deductions for interest paid to third-party participants. GECS generally
is entitled to any residual value of leased assets.

         Investment in direct financing and leveraged leases represents net
unpaid rentals and estimated unguaranteed residual values of leased equipment,
less related deferred income. GECS has no general obligation for principal and
interest on notes and other instruments representing third-party participation
related to leveraged leases; such notes and other instruments have not been
included in liabilities but have been offset against the related rentals
receivable. The GECS share of rentals receivable on leveraged leases is
subordinate to the share of other participants who also have security interests
in the leased equipment.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT IN FINANCING LEASES
                                                                 Total financing        Direct financing
                                                                     leases                  leases             Leveraged leases
                                                              --------------------    --------------------    --------------------
December 31 (In millions)                                         1999        1998        1999        1998        1999        1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>
Total minimum lease payments receivable                       $ 68,158    $ 66,528    $ 47,069    $ 47,451    $ 21,089    $ 19,077
Less principal and interest on third-party nonrecourse debt    (17,184)    (15,176)       --          --       (17,184)    (15,176)
                                                              --------------------    --------------------    --------------------
   Net rentals receivable                                       50,974      51,352      47,069      47,451       3,905       3,901
Estimated unguaranteed residual value of leased assets           7,157       6,826       4,945       5,011       2,212       1,815
Less deferred income                                           (10,348)    (10,607)     (8,276)     (8,732)     (2,072)     (1,875)
                                                              --------------------    --------------------    --------------------
INVESTMENT IN FINANCING LEASES (as shown above)                 47,783      47,571      43,738      43,730       4,045       3,841
Less amounts to arrive at net investment
   Allowance for losses                                           (581)       (619)       (509)       (519)        (72)       (100)
   Deferred taxes                                               (8,593)     (8,593)     (5,087)     (5,147)     (3,506)     (3,446)
                                                              --------------------    --------------------    --------------------
NET INVESTMENT IN FINANCING LEASES                            $ 38,609    $ 38,359    $ 38,142    $ 38,064    $    467    $    295
==================================================================================================================================
</TABLE>

<PAGE>

PAGE F-33
ANNUAL REPORT PAGE 65

- -------------------------------------------------------------------------------
CONTRACTUAL MATURITIES
                                               --------------------------------
                                               Total time sales     Net rentals
(In millions)                                     and loans (a)  receivable (a)
- -------------------------------------------------------------------------------
Due in
   2000                                                $ 25,878        $ 14,901
   2001                                                  18,489          11,625
   2002                                                  17,649           7,567
   2003                                                   7,466           4,613
   2004                                                   5,972           2,906
   2005 and later                                        18,171           9,362
                                               --------------------------------
Total                                                  $ 93,625        $ 50,974
- -------------------------------------------------------------------------------
(a)  Experience has shown that a substantial portion of receivables will be paid
     prior to contractual maturity, and these amounts should not be regarded as
     forecasts of future cash flows.
- -------------------------------------------------------------------------------

         Nonearning consumer receivables were $930 million and $1,250 million at
December 31, 1999 and 1998, respectively, a substantial amount of which were
private-label credit card loans. Nonearning and reduced-earning receivables
other than consumer receivables were $932 million and $354 million at year-end
1999 and 1998, respectively.

         "Impaired" loans are defined by generally accepted accounting
principles as loans for which it is probable that the lender will be unable to
collect all amounts due according to original contractual terms of the loan
agreement. That definition excludes, among other things, leases or large groups
of smaller-balance homogenous loans and therefore applies principally to
commercial loans held by GECS. An analysis of impaired loans follows.

                                                     --------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
Loans requiring allowance for losses                   $    631        $    346
Loans expected to be fully recoverable                      219             158
                                                     --------------------------
                                                       $    850        $    504
                                                     ==========================
Allowance for losses                                   $    179        $    109
Average investment during year                              610             512
Interest income earned while impaired (a)                    27              39
===============================================================================
(a) Principally on the cash basis.
- -------------------------------------------------------------------------------

13 GECS ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

                                                -------------------------------
(In millions)                                      1999        1998        1997
- -------------------------------------------------------------------------------
Balance at January 1                            $ 3,288     $ 2,802     $ 2,693
Provisions charged to operations                  1,678       1,609       1,421
Net transfers primarily related to
   acquisitions and sales                           270         388         127
Amounts written off -- net                       (1,457)     (1,511)     (1,439)
                                                -------------------------------
Balance at December 31                          $ 3,779     $ 3,288     $ 2,802
===============================================================================

14 OTHER GECS RECEIVABLES

At year-end 1999 and 1998, this account included reinsurance recoverables of
$8,138 million and $6,124 million and insurance-related receivables of $7,417
million and $7,109 million, respectively. Premium receivables, policy loans and
funds on deposit with reinsurers are included in insurance-related receivables.
Also in "Other GECS receivables" are trade receivables, accrued investment
income, operating lease receivables and a variety of sundry items.

15 PROPERTY, PLANT AND EQUIPMENT (INCLUDING EQUIPMENT LEASED TO OTHERS)

                                                     --------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
ORIGINAL COST
   GE
   Land and improvements                               $    526        $    483
   Buildings, structures and related
     equipment                                            6,674           6,579
   Machinery and equipment                               20,849          19,491
   Leasehold costs and manufacturing
     plant under construction                             2,150           1,757
                                                     --------------------------
                                                         30,199          28,310
                                                     --------------------------
   GECS
   Buildings and equipment                                7,163           4,828
   Equipment leased to others
     Vehicles                                            10,942           9,825
     Aircraft                                            10,591           9,321
     Railroad rolling stock                               3,323           2,804
     Marine shipping containers                           2,309           2,565
     Other                                                3,832           3,447
                                                     --------------------------
                                                         38,160          32,790
                                                     --------------------------
                                                       $ 68,359        $ 61,100
                                                     ==========================
ACCUMULATED DEPRECIATION
   AND AMORTIZATION
   GE                                                  $ 17,818        $ 16,616
   GECS
     Buildings and equipment                              2,127           1,733
     Equipment leased to others                           7,392           7,021
                                                     --------------------------
                                                       $ 27,337        $ 25,370
===============================================================================

         Amortization of GECS equipment leased to others was $2,673 million,
$2,185 million and $2,102 million in 1999, 1998 and 1997, respectively.
Noncancelable future rentals due from customers for equipment on operating
leases at year-end 1999 totaled $16,058 million and are due as follows: $4,177
million in 2000; $3,177 million in 2001; $2,332 million in 2002; $1,624 million
in 2003; $1,086 million in 2004; and $3,662 million thereafter.

<PAGE>

PAGE F-34
ANNUAL REPORT PAGE 66

16 INTANGIBLE ASSETS

                                                     --------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
GE
Goodwill                                               $ 10,805        $  9,203
Other intangibles                                           457             793
                                                     --------------------------
                                                         11,262           9,996
                                                     --------------------------
GECS
Goodwill                                                 12,301          11,469
Present value of future profits (PVFP)                    1,812           1,618
Other intangibles                                           635             552
                                                     --------------------------
                                                         14,748          13,639
                                                     --------------------------
                                                       $ 26,010        $ 23,635
===============================================================================

         GE intangible assets are shown net of accumulated amortization of
$2,891 million in 1999 and $2,923 million in 1998. GECS intangible assets are
net of accumulated amortization of $4,233 million in 1999 and $3,396 million in
1998.

         PVFP amortization, which is on an accelerated basis and net of
interest, is projected to range from 15% to 7% of the year-end 1999 unamortized
balance for each of the next five years.

17 ALL OTHER ASSETS

                                                     --------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
GE
Investments
   Associated companies (a)                            $  2,678        $  2,336
   Other                                                    741             474
                                                     --------------------------
                                                          3,419           2,810
Prepaid pension asset                                     9,397           7,752
Long-term receivables, including notes                    2,024           2,379
Prepaid broadcasting rights                               1,078             929
Other                                                     4,887           4,161
                                                     --------------------------
                                                         20,805          18,031
                                                     --------------------------
GECS
Investments
   Assets acquired for resale                             3,406           6,167
   Associated companies (a)                              11,298           7,670
   Real estate ventures                                   4,397           3,131
   Other                                                  4,424           3,473
                                                     --------------------------
                                                         23,525          20,441
Separate accounts                                        10,335           6,563
Servicing assets (b)                                      1,707           1,625
Deferred insurance acquisition costs                      4,682           3,326
Other                                                     4,445           3,584
                                                     --------------------------
                                                         44,694          35,539
                                                     --------------------------
ELIMINATIONS                                               (518)           (662)
                                                     --------------------------
                                                       $ 64,981        $ 52,908
===============================================================================
(a)  Includes advances.

(b)  Associated primarily with serviced residential mortgage loans amounting to
     $86 billion and $91 billion at December 31, 1999 and 1998, respectively.
- -------------------------------------------------------------------------------

         In line with industry practice, sales of commercial jet aircraft
engines often involve long-term customer financing commitments. In making such
commitments, it is GE's general practice to require that it have or be able to
establish a secured position in the aircraft being financed. Under such airline
financing programs, GE had issued loans and guarantees (principally guarantees)
amounting to $1,453 million at year-end 1999 and $1,473 million at year-end
1998; and it had entered into commitments totaling $1,843 million and $1,519
million at year-end 1999 and 1998, respectively, to provide financial assistance
on future aircraft engine sales. Estimated fair values of the aircraft securing
these receivables and associated guarantees exceeded the related account
balances and guaranteed amounts at December 31, 1999. GECS acts as a lender and
lessor to the commercial airline industry. At December 31, 1999 and 1998, the
balance of such GECS loans, leases and equipment leased to others was $11,772
million and $10,170 million, respectively. In addition, at December 31, 1999,
GECS had issued financial guarantees and funding commitments of $59 million ($74
million at year-end 1998) and had placed multi-year orders for various Boeing
and Airbus aircraft with list prices of approximately $9.9 billion ($9.4 billion
at year-end 1998).

         At year-end 1999, the National Broadcasting Company had $8,843 million
of commitments to acquire broadcast material and the rights to broadcast
television programs, including U.S. television rights to future Olympic Games,
and commitments under long-term television station affiliation agreements that
require payments through the year 2010.

         In connection with numerous projects, primarily power generation bids
and contracts, GE had issued various bid and performance bonds and guarantees
totaling $3,794 million at year-end 1999 and $3,740 million at year-end 1998.

         Separate accounts represent investments controlled by policyholders and
are associated with identical amounts reported as insurance liabilities in note
20.

18 GE ALL OTHER CURRENT COSTS AND EXPENSES ACCRUED

At year-end 1999 and 1998, this account included taxes accrued of $3,940 million
and $3,415 million and compensation and benefit accruals of $1,648 million and
$1,487 million, respectively. Also included are amounts for product warranties,
estimated costs on shipments billed to customers and a variety of sundry items.

<PAGE>

PAGE F-35
ANNUAL REPORT PAGE 67

19 BORROWINGS

SHORT-TERM BORROWINGS

                                          1999                     1998
                                ----------------------   ----------------------
                                               Average                  Average
December 31 (In millions)         Amount      rate (a)     Amount      rate (a)
- -------------------------------------------------------------------------------
GE
Commercial paper
   U.S                              $521          6.54%    $2,339          5.29%
   Non-U.S.                          396          5.02        --            --
Payable to banks,
   principally non-U.S.              629         10.18        465         11.15
Current portion of
   long-term debt                    123          7.27         50          5.08
Other                                576                      612
                                -----------------------------------------------
                                   2,245                    3,466
                                -----------------------------------------------
GECS
Commercial paper
   U.S.                           84,702          6.07     83,044          5.38
   Non-U.S.                       11,909          4.19      3,953          4.80
Current portion of
   long-term debt                 22,902          5.59     14,645          5.66
Other                              9,746                   11,520
                                -----------------------------------------------
                                 129,259                  113,162
                                ----------------------   ----------------------
ELIMINATIONS                      (1,158)                  (1,250)
                                -----------------------------------------------
                                $130,346                 $115,378
===============================================================================


- -------------------------------------------------------------------------------
LONG-TERM BORROWINGS
                                ------------------------------------------------
                                    1999
                                 Average
December 31 (In millions)       rate (a)    Maturities       1999          1998
- -------------------------------------------------------------------------------
GE
Industrial development/
   pollution control bonds          3.65%    2003-2027    $   328      $    327
Payable to banks,
   principally non-U.S.            11.11     2001-2006        156           230
Other (b)                                                     238           124
                                                         ----------------------
                                                              722           681
                                                         ----------------------
GECS
Senior notes                        5.50     2001-2055     69,770        58,042
Subordinated notes (c)              7.88     2006-2035        996           996
                                                         ----------------------
                                                           70,766        59,038
                                                         ----------------------
ELIMINATIONS                                                  (61)          (56)
                                                         ----------------------
                                                          $71,427       $59,663
===============================================================================
(a)  Based on year-end balances and local currency interest rates, including the
     effects of interest rate and currency swaps, if any, directly associated
     with the original debt issuance.

(b)  A variety of obligations having various interest rates and maturities,
     including certain borrowings by parent operating components and affiliates.

(c)  Guaranteed by GE.
- -------------------------------------------------------------------------------

         Borrowings of GE and GECS are addressed below from two perspectives --
liquidity and interest rate management. Additional information about borrowings
and associated swaps can be found in note 30.

LIQUIDITY requirements of GE and GECS are principally met through the credit
markets. Maturities of long-term borrowings (including the current portion)
during the next five years follow.

                          ------------------------------------------------------
(In millions)                2000        2001        2002        2003       2004
- --------------------------------------------------------------------------------
GE                        $   123     $    73     $    33     $    17     $  132
GECS                       22,902      15,948      12,763      10,153      7,922
- --------------------------------------------------------------------------------

         Committed credit lines of $4.2 billion had been extended to GE by 24
banks at year-end 1999. Substantially all of GE's credit lines are available to
GECS and its affiliates in addition to their own credit lines.

         At year-end 1999, GECS and its affiliates held committed lines of
credit aggregating $32.5 billion, including $12.0 billion of revolving credit
agreements pursuant to which it has the right to borrow funds for periods
exceeding one year. Amounts drawn by GECS under these lines at December 31,
1999, were not significant. A total of $7.7 billion of GE Capital credit lines
is available for use by GE. Both GE and GECS compensate certain banks for credit
facilities in the form of fees, which were insignificant in each of the past
three years.

INTEREST RATES ARE MANAGED by GECS in light of the anticipated behavior,
including prepayment behavior, of assets in which debt proceeds are invested. A
variety of instruments, including interest rate and currency swaps and currency
forwards, are employed to achieve management's interest rate objectives.
Effective interest rates are lower under these "synthetic" positions than could
have been achieved by issuing debt directly.

         The following table shows GECS borrowing positions considering the
effects of swaps.

- -------------------------------------------------------------------------------
EFFECTIVE BORROWINGS (INCLUDING SWAPS)
                                                       ------------------------
December 31 (In millions)                                  1999            1998
Short-term                                             $ 74,347        $ 72,143
                                                       ========================
Long-term (including current portion)
   Fixed rate (a)                                      $ 90,361        $ 74,226
   Floating rate                                         35,317          25,831
                                                       ------------------------
Total long-term                                        $125,678        $100,057
===============================================================================
(a)  Includes the notional amount of long-term interest rate swaps that
     effectively convert the floating-rate nature of short-term borrowings to
     fixed rates of interest.
- -------------------------------------------------------------------------------

         At December 31, 1999, swap maturities ranged from 2000 to 2048, and
average interest rates for fixed-rate borrowings (including "synthetic"
fixed-rate borrowings) were 5.63% (6.03% at year-end 1998).

<PAGE>

PAGE F-36
ANNUAL REPORT PAGE 68

20 GECS INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS

                                                       ------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
Investment contracts and universal
   life benefits                                       $ 30,448        $ 29,266
Life insurance benefits and other (a)                    18,460          16,104
Unpaid claims and claims adjustment
   expenses (b)                                          21,473          19,611
Unearned premiums                                         6,060           5,715
Separate accounts (see note 17)                          10,335           6,563
                                                       ------------------------
                                                       $ 86,776        $ 77,259
- -------------------------------------------------------------------------------
(a)  Life insurance benefits are accounted for mainly by a net-level-premium
     method using estimated yields generally ranging from 5% to 9% in both 1999
     and 1998.

(b)  Principally property and casualty reserves; includes amounts for both
     reported and incurred-but-not-reported claims, reduced by anticipated
     salvage and subrogation recoveries. Estimates of liabilities are reviewed
     and updated continually, with changes in estimated losses reflected in
     operations.
- -------------------------------------------------------------------------------

         When GECS cedes insurance to third parties, it is not relieved of its
primary obligation to policyholders. Losses on ceded risks give rise to claims
for recovery; allowances are established for such receivables from reinsurers.

         The insurance liability for unpaid claims and claims adjustment
expenses related to policies that may cover environmental and asbestos exposures
is based on known facts and an assessment of applicable law and coverage
litigation. Liabilities are recognized for both known and unasserted claims
(including the cost of related litigation) when sufficient information has been
developed to indicate that a claim has been incurred and a range of potential
losses can be reasonably estimated. Developed case law and adequate claim
history do not exist for certain claims principally due to significant
uncertainties as to both the level of ultimate losses that will occur and what
portion, if any, will be deemed to be insured amounts.

         A summary of activity affecting unpaid claims and claims adjustment
expenses follows.

                                                -------------------------------
(In millions)                                      1999        1998        1997
- -------------------------------------------------------------------------------
Balance at January 1 -- gross                   $19,611     $14,654     $13,184
Less reinsurance recoverables                    (3,483)     (2,246)     (1,822)
                                                -------------------------------
Balance at January 1 -- net                      16,128      12,408      11,362
Claims and expenses incurred
   Current year                                   6,917       6,330       4,494
   Prior years                                      248        (162)        146
Claims and expenses paid
   Current year                                  (2,508)     (2,400)     (1,780)
   Prior years                                   (5,162)     (3,692)     (2,816)
Claim reserves related to
   acquired companies                               929       3,476       1,360
Other                                                89         168        (358)
                                                -------------------------------
Balance at December 31 -- net                    16,641      16,128      12,408
Add reinsurance recoverables                      4,832       3,483       2,246
                                                -------------------------------
Balance at December 31 -- gross                 $21,473     $19,611     $14,654
===============================================================================

         Prior-year claims and expenses incurred in the preceding table resulted
principally from settling claims established in earlier accident years for
amounts that differed from expectations.

         Financial guarantees and credit life risk of insurance affiliates are
summarized below.

                                                       ------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
Guarantees, principally on municipal
   bonds and structured finance issues                 $177,840        $171,020
Mortgage insurance risk in force                         59,798          43,941
Credit life insurance risk in force                      26,427          31,018
Less reinsurance                                        (37,992)        (37,205)
                                                       ------------------------
                                                       $226,073        $208,774
===============================================================================

21 GE ALL OTHER LIABILITIES

This account includes noncurrent compensation and benefit accruals at year-end
1999 and 1998 of $5,839 million and $5,594 million, respectively. Also included
are amounts for deferred incentive compensation, deferred income, product
warranties and a variety of sundry items.

         GE is involved in numerous remediation actions to clean up hazardous
wastes as required by federal and state laws. Liabilities for remediation costs
at each site are based on management's best estimate of undiscounted future
costs, excluding possible insurance recoveries. When there appears to be a range
of possible costs with equal likelihood, liabilities are based on the lower end
of such range. Uncertainties about the status of laws, regulations, technology
and information related to individual sites make it difficult to develop a
meaningful estimate of the reasonably possible aggregate environmental
remediation exposure. However, even in the unlikely event that remediation costs
amounted to the high end of the range of costs for each site, the resulting
additional liability would not be material to GE's financial position, results
of operations or liquidity.

22 DEFERRED INCOME TAXES

Aggregate deferred tax amounts are summarized below.

                                                       ------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
ASSETS
GE                                                     $  5,808        $  5,309
GECS                                                      5,528           5,305
                                                       ------------------------
                                                         11,336          10,614
                                                       ------------------------
LIABILITIES
GE                                                        6,091           5,059
GECS                                                     14,483          14,895
                                                       ------------------------
                                                         20,574          19,954
                                                       ------------------------
NET DEFERRED TAX LIABILITY                             $  9,238        $  9,340
===============================================================================

<PAGE>

PAGE F-37
ANNUAL REPORT PAGE 69

         Principal components of the net deferred tax balances for GE and GECS
are as follows:

                                                       ------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
GE
Provisions for expenses (a)                            $ (4,203)       $ (3,809)
Retiree insurance plans                                    (839)           (847)
Prepaid pension asset                                     3,289           2,713
Depreciation                                                922             935
Other -- net                                              1,114             758
                                                       ------------------------
                                                            283            (250)
                                                       ------------------------
GECS
Financing leases                                          8,593           8,593
Operating leases                                          2,840           2,419
Net unrealized gains
   on securities                                             73           1,369
Allowance for losses                                     (1,379)         (1,386)
Insurance reserves                                       (1,052)         (1,022)
AMT credit carryforwards                                 (1,185)           (903)
Other -- net                                              1,065             520
                                                       ------------------------
                                                          8,955           9,590
                                                       ------------------------
NET DEFERRED TAX LIABILITY                             $  9,238        $  9,340
===============================================================================
(a)  Represents the tax effects of temporary differences related to expense
     accruals for a wide variety of items, such as employee compensation and
     benefits, interest on tax deficiencies, product warranties and other
     provisions for sundry losses and expenses that are not currently
     deductible.
- -------------------------------------------------------------------------------

23 GECS MINORITY INTEREST IN EQUITY OF CONSOLIDATED AFFILIATES

Minority interest in equity of consolidated GECS affiliates includes preferred
stock issued by GE Capital and by affiliates of GE Capital. The preferred stock
pays cumulative dividends at variable rates. Value of the preferred shares is
summarized below.

                                                       ------------------------
December 31 (In millions)                                  1999            1998
- -------------------------------------------------------------------------------
GE Capital                                             $  2,600        $  2,300
GE Capital affiliates                                     1,421             860
- --------------------------------------------------------------------------------

         Dividend rates in local currency on the preferred stock ranged from
0.6% to 6.1% during 1999 and from 3.9% to 5.2% during 1998.

24 RESTRICTED NET ASSETS OF GECS AFFILIATES

Certain GECS consolidated affiliates are restricted from remitting funds to GECS
in the form of dividends or loans by a variety of regulations, the purpose of
which is to protect affected insurance policyholders, depositors or investors.
At year-end 1999, net assets of regulated GECS affiliates amounted to $31.0
billion, of which $25.9 billion was restricted.

         At December 31, 1999 and 1998, the aggregate statutory capital and
surplus of the insurance businesses totaled $14.5 billion and $14.4 billion,
respectively. Accounting practices prescribed by statutory authorities are used
in preparing statutory statements.

25 SHARE OWNERS' EQUITY

                                                -------------------------------
(In millions)                                      1999        1998        1997
- -------------------------------------------------------------------------------
COMMON STOCK ISSUED                             $   594     $   594     $   594
ACCUMULATED NONOWNER
   CHANGES OTHER THAN EARNINGS
Balance at January 1                            $ 1,664     $ 1,340     $   615
Unrealized gains (losses) on
   investment securities  --  net
   of deferred taxes of $(614),
   $430 and $860                                 (1,132)        795       1,467
Currency translation
   adjustments -- net of deferred
   taxes of $(100), $(13) and $(58)                (632)         60        (742)
Reclassification adjustments
   -- net of deferred taxes of $(349)
   and $(291)                                      (644)       (531)       --
                                                -------------------------------
Balance at December 31                          $  (744)    $ 1,664     $ 1,340
                                                ===============================
OTHER CAPITAL
Balance at January 1                            $ 6,808     $ 4,434     $ 2,554
Gains on treasury stock
   dispositions (a)                               3,982       2,374       1,880
                                                -------------------------------
Balance at December 31                          $10,790     $ 6,808     $ 4,434
                                                ===============================
RETAINED EARNINGS
Balance at January 1                            $48,553     $43,338     $38,670
Net earnings                                     10,717       9,296       8,203
Dividends (a)                                    (4,786)     (4,081)     (3,535)
                                                -------------------------------
Balance at December 31                          $54,484     $48,553     $43,338
                                                ===============================
COMMON STOCK HELD IN TREASURY
Balance at January 1                            $18,739     $15,268     $11,308
Purchases (a)                                     7,488       6,475       6,392
Dispositions (a)                                 (3,660)     (3,004)     (2,432)
                                                -------------------------------
Balance at December 31                          $22,567     $18,739     $15,268
===============================================================================
(a)  Total dividends and other transactions with share owners reduced equity by
     $4,632 million, $5,178 million and $5,615 million in 1999, 1998 and 1997,
     respectively.
- --------------------------------------------------------------------------------

         In December 1999, GE's Board of Directors increased the authorization
to repurchase Company common stock to $22 billion and authorized the program to
continue through 2002. Funds used for the share repurchase will be generated
largely from free cash flow. Through year-end 1999, a total of 304 million
shares having an aggregate cost of $15.4 billion had been repurchased under this
program and placed in treasury.

         Common shares issued and outstanding are summarized in the following
table.

- -------------------------------------------------------------------------------
SHARES OF GE COMMON STOCK
                                              ---------------------------------
December 31 (In thousands)                        1999         1998        1997
- -------------------------------------------------------------------------------

Issued                                        3,715,018   3,714,068   3,714,026
In treasury                                    (430,175)   (442,772)   (449,434)
                                              ---------------------------------
Outstanding                                   3,284,843   3,271,296   3,264,592
===============================================================================

<PAGE>

PAGE F-38
ANNUAL REPORT PAGE 70

         The Proxy Statement for the 2000 Annual Meeting of Share Owners will
include a proposal recommended by the Board of Directors on December 17, 1999,
which, if approved by share owners, would (a) increase the number of authorized
shares of common stock from 4,400,000,000 shares each with a par value of $0.16
to 13,200,000,000 shares each with a par value of $0.06 and (b) split each
unissued and issued common share, including shares held in treasury, into three
shares of common stock each with a par value of $0.06.

         GE has 50 million authorized shares of preferred stock ($1.00 par
value), but no such shares have been issued.

         The effects of translating to U.S. dollars the financial statements of
non-U.S. affiliates whose functional currency is the local currency are included
in share owners' equity. Asset and liability accounts are translated at year-end
exchange rates, while revenues and expenses are translated at average rates for
the period.

26 OTHER STOCK-RELATED INFORMATION

- -------------------------------------------------------------------------------
STOCK OPTION ACTIVITY
                                              ---------------------------------
                                                             Average per share
                                                 Shares   ---------------------
                                                subject   Exercise       Market
(Shares in thousands)                         to option      price        price
- -------------------------------------------------------------------------------
Balance at December 31, 1996                    149,545     $ 24.86     $ 49.44
   Options granted (a)                           13,795       68.07       68.07
   Replacement options                               30       24.16       24.16
   Options exercised                            (21,746)      18.47       61.22
   Options terminated                            (2,721)      31.10        --
                                              ---------------------------------
Balance at December 31, 1997                    138,903       30.03       73.38
   Options granted                                7,707       79.86       79.86
   Options exercised                            (23,955)      20.76       84.45
   Options terminated                            (2,727)      44.46        --
                                              ---------------------------------
Balance at December 31, 1998                    119,928       34.76      102.00
   Options granted                               17,094      113.80      113.80
   Options exercised                            (20,560)      23.47      118.25
   Options terminated                            (2,671)      63.46        --
                                              ---------------------------------
Balance at December 31, 1999                    113,791       48.02      154.75
===============================================================================
(a)  Without adjusting for the effect of the 2-for-1 stock split in April 1997,
     the number of options granted during 1997 would have been 13,476.
- -------------------------------------------------------------------------------

         Stock option plans, stock appreciation rights (SARs), restricted stock
and restricted stock units are described in GE's current Proxy Statement. With
certain restrictions, requirements for stock option shares can be met from
either unissued or treasury shares.

         The replacement options replaced canceled SARs and have identical terms
thereto. At year-end 1999, there were 544 thousand SARs outstanding at an
average exercise price of $23.54. There were 8.9 million restricted stock shares
and restricted stock units outstanding at year-end 1999.

         There were 141.0 million and 121.0 million additional shares available
for grants of options, SARs, restricted stock and restricted stock units at
December 31, 1999 and 1998, respectively. Under the 1990 Long-Term Incentive
Plan, 0.95% of the Company's issued common stock (including treasury shares) as
of the first day of each calendar year during which the Plan is in effect
becomes available for granting awards in such year. Any unused portion, in
addition to shares allocated to awards that are canceled or forfeited, is
available for later years.

         Outstanding options and SARs expire on various dates through December
15, 2009. Restricted stock grants vest on various dates up to normal retirement
of grantees.

         The following table summarizes information about stock options
outstanding at December 31, 1999.

- --------------------------------------------------------------------------------
STOCK OPTIONS OUTSTANDING
(Shares in thousands)
                                  Outstanding                    Exercisable
                        -------------------------------     --------------------
                                                Average                  Average
Exercise                            Average    exercise                 exercise
price range              Shares    life (a)       price     Shares         price
- --------------------------------------------------------------------------------
$ 13 27/32 -  25 3/16    28,493         2.8   $   20.91     28,493     $   20.91
  25 1/2   -  39 11/16   34,428         4.9       27.14     30,763         26.55
  40 7/16  -  69 1/8     21,435         6.9       49.30      8,590         44.73
  72 1/4   -  97 5/8     12,882         8.4       76.75        475         78.77
 104 7/8   - 147 1/2     16,553         9.5      114.06        455        107.47
                        --------------------------------------------------------
Total                   113,791         5.8       48.02     68,776         27.38
================================================================================
At year-end 1998, options with an average exercise price of $24.09 were
exercisable on 73 million shares; at year-end 1997, options with an average
exercise price of $21.11 were exercisable on 72 million shares.

(a) Average contractual life remaining in years.
- --------------------------------------------------------------------------------

         Stock options expire 10 years from the date they are granted; options
vest over service periods that range from one to five years.

         Disclosures required by Statement of Financial Accounting Standards
(SFAS) No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, are as follows:

- -------------------------------------------------------------------------------
OPTION VALUE INFORMATION (a)
                                                 ------------------------------
(In dollars)                                       1999        1998        1997

Fair value per option (b)                        $33.70      $18.98      $17.81
Valuation assumptions
   Expected option term (years)                     6.5         6.2         6.3
   Expected volatility                             23.7%       21.7%       20.0%
   Expected dividend yield                          1.3%        1.8%        1.5%
   Risk-free interest rate                          5.8%        4.9%        6.1%
- --------------------------------------------------------------------------------
(a) Weighted averages of option grants during each period.

(b) Estimated using Black-Scholes option pricing model.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
PRO FORMA EFFECTS

December 31 (In millions;                          ----------------------------
per-share amounts in dollars)                      1999        1998        1997
- -------------------------------------------------------------------------------
Net earnings                                    $10,572     $ 9,196     $ 8,129
Earnings per share -- diluted                      3.18        2.77        2.43
                   -- basic                        3.23        2.81        2.48
- -------------------------------------------------------------------------------

<PAGE>

PAGE F-39
ANNUAL REPORT PAGE 71

27 SUPPLEMENTAL CASH FLOWS INFORMATION

Changes in operating assets and liabilities are net of acquisitions and
dispositions of principal businesses.

         "Payments for principal businesses purchased" in the Statement of Cash
Flows is net of cash acquired and includes debt assumed and immediately repaid
in acquisitions.

         "All other operating activities" in the Statement of Cash Flows
consists primarily of adjustments to current and noncurrent accruals and
deferrals of costs and expenses, increases and decreases in progress
collections, adjustments for gains and losses on assets, increases and decreases
in assets held for sale, and adjustments to assets.

         Noncash transactions include the following: in 1999, GE's contribution
of certain Internet properties in exchange for a noncontrolling interest in
NBCi, a newly formed publicly traded Internet company (described in note 2); the
1998 acquisition of Marquette Medical Systems for 9.4 million shares of GE
common stock valued at $829 million; and the 1997 exchange of preferred stock in
Lockheed Martin Corporation (Lockheed Martin) for the stock of a newly formed
subsidiary (described in note 2).

         Certain supplemental information related to GE and GECS cash flows is
shown below.

<TABLE>
<CAPTION>

                                                                                             --------------------------------------
For the years ended December 31 (In millions)                                                    1999           1998           1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>            <C>            <C>
GE
   NET PURCHASE OF GE SHARES FOR TREASURY
   Open market purchases under share repurchase program                                      $ (1,866)      $ (3,646)      $ (3,492)
   Other purchases                                                                             (5,622)        (2,829)        (2,900)
   Dispositions (mainly to employee and dividend reinvestment plans)                            6,486          3,656          3,577
                                                                                             --------------------------------------
                                                                                             $ (1,002)      $ (2,819)      $ (2,815)
                                                                                             ======================================
GECS
   FINANCING RECEIVABLES
   Increase in loans to customers                                                            $(95,661)      $(76,142)      $(55,689)
   Principal collections from customers -- loans                                               86,379         65,573         50,679
   Investment in equipment for financing leases                                               (18,173)       (20,299)       (16,420)
   Principal collections from customers -- financing leases                                    13,634         15,467         13,796
   Net change in credit card receivables                                                      (10,740)        (4,705)        (4,186)
   Sales of financing receivables                                                              11,473         13,805          9,922
                                                                                             --------------------------------------
                                                                                             $(13,088)      $ (6,301)      $ (1,898)
                                                                                             ======================================
   ALL OTHER INVESTING ACTIVITIES
   Purchases of securities by insurance and annuity businesses                               $(26,271)      $(23,897)      $(19,274)
   Dispositions and maturities of securities by insurance and annuity businesses               23,979         20,639         17,280
   Proceeds from principal business dispositions                                                  279           --              241
   Other                                                                                       (5,810)        (7,820)        (3,893)
                                                                                             --------------------------------------
                                                                                             $ (7,823)      $(11,078)       $(5,646)
                                                                                             ======================================
   NEWLY ISSUED DEBT HAVING MATURITIES LONGER THAN 90 DAYS
   Short-term (91 to 365 days)                                                               $ 15,799       $  5,881       $  3,502
   Long-term (longer than one year)                                                            30,082         33,453         15,566
   Proceeds -- nonrecourse, leveraged lease debt                                                1,724          2,106          1,757
                                                                                             --------------------------------------
                                                                                             $ 47,605       $ 41,440       $ 20,825
                                                                                             ======================================
   REPAYMENTS AND OTHER REDUCTIONS OF DEBT HAVING MATURITIES LONGER THAN 90 DAYS
   Short-term (91 to 365 days)                                                               $(21,211)      $(25,901)      $(21,320)
   Long-term (longer than one year)                                                            (5,447)        (4,739)        (1,150)
   Principal payments -- nonrecourse, leveraged lease debt                                       (266)          (387)          (287)
                                                                                             --------------------------------------
                                                                                             $(26,924)      $(31,027)      $(22,757)
                                                                                             ======================================
   ALL OTHER FINANCING ACTIVITIES
   Proceeds from sales of investment contracts                                               $  7,236       $  5,149       $  4,717
   Preferred stock issued by GECS affiliates                                                      513            270            605
   Redemption of investment contracts                                                          (7,127)        (5,533)        (4,537)
                                                                                             --------------------------------------
                                                                                             $    622       $   (114)      $    785
===================================================================================================================================
</TABLE>

<PAGE>

PAGE F-40
ANNUAL REPORT PAGE 72

28 OPERATING SEGMENTS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                  REVENUES
                                  For the years ended December 31

                                           Total revenues               Intersegment revenues              External revenues
                                  -------------------------------       ------------------------     ----------------------------
(In millions)                          1999       1998      1997        1999      1998      1997        1999       1998      1997
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>       <C>         <C>         <C>       <C>       <C>       <C>        <C>
GE
   Aircraft Engines                 $10,558    $10,294   $ 7,799     $   477     $ 292     $ 101     $10,081   $ 10,002   $ 7,698
   Appliances                         5,671      5,619     5,801           4        12        12       5,667      5,607     5,789
   Industrial Products and Systems   11,555     11,222    10,984         530       479       491      11,025     10,743    10,493
   NBC                                5,790      5,269     5,153          --        --        --       5,790      5,269     5,153
   Plastics                           6,941      6,633     6,695          17        20        24       6,924      6,613     6,671
   Power Systems                     10,046      8,466     7,915         162       166        80       9,884      8,300     7,835
   Technical Products and Services    6,863      5,323     4,861          15        14        18       6,848      5,309     4,843
   Eliminations                      (1,542)    (1,367)   (1,176)     (1,205)     (983)     (726)       (337)      (384)     (450)
                                  -------------------------------       ------------------------     ----------------------------
   Total GE segment revenues         55,882     51,459    48,032          --        --        --      55,882     51,459    48,032
   Corporate items <F1>                 619        771     3,227          --        --        --         619        771     3,227
   GECS net earnings                  4,443      3,796     3,256          --        --        --       4,443      3,796     3,256
                                  -------------------------------       ------------------------     ----------------------------
     Total GE                        60,944     56,026    54,515          --        --        --      60,944     56,026    54,515
GECS                                 55,749     48,694    39,931          --        --        --      55,749     48,694    39,931
Eliminations                         (5,063)    (4,251)   (3,606)         --        --        --      (5,063)    (4,251)   (3,606)
                                  -------------------------------       ------------------------     ----------------------------
CONSOLIDATED REVENUES               $111,630   $100,469  $90,840     $    --     $  --     $  --     $111,630  $100,469   $90,840
=================================================================================================================================
<FN>
GE revenues include income from sales of goods and services to customers and
other income. Sales from one Company component to another generally are priced
at equivalent commercial selling prices.

<F1> Includes revenues of $944 million in 1997 from an appliance distribution
     affiliate that was deconsolidated in 1998. Also includes $1,538 million in
     1997 from exchanging preferred stock in Lockheed Martin Corporation for the
     stock of a newly formed subsidiary.
</FN>
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                     ASSETS
                                                                            PROPERTY, PLANT AND          DEPRECIATION AND
                                                                            EQUIPMENT ADDITIONS          AMORTIZATION (INCLUDING
                                                                            (INCLUDING EQUIPMENT LEASED  GOODWILL AND OTHER
                                                                            TO OTHERS)                   INTANGIBLES)
                                                                            For the years ended          For the years ended
                                     At December 31                         December 31                  December 31
                                     -----------------------------------    --------------------------   ------------------------
(In millions)                             1999         1998         1997       1999      1998     1997     1999     1998     1997
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>          <C>       <C>       <C>      <C>      <C>      <C>
GE
   Aircraft Engines                  $   8,890    $   8,866    $   8,895    $   368   $   480   $  729   $  382   $  398   $  292
   Appliances                            2,463        2,436        2,354        151       150       83      147      137      131
   Industrial Products and Systems       6,740        6,466        6,672        423       428      487      433      440      408
   NBC                                   5,243        3,264        3,050         94       105      116      126      127      142
   Plastics                              9,261        9,813        8,890        462       722      618      561      591      494
   Power Systems                         9,814        7,253        6,182        510       246      215      285      215      199
   Technical Products and Services       5,048        3,858        2,438        164       254      189      230      143      137
                                     -----------------------------------    --------------------------   ------------------------
   Total GE segments                    47,459       41,956       38,481      2,172     2,385    2,437    2,164    2,051    1,803
   Investment in GECS                   20,321       19,727       17,239       --        --       --       --       --       --
   Corporate items and
       eliminations <F1>                14,803       12,987       11,706         62       158      129      155      241      226
                                     -----------------------------------    --------------------------   ------------------------
     Total GE                           82,583       74,670       67,426      2,234     2,543    2,566    2,319    2,292    2,029
GECS                                   345,018      303,297      255,408     15,432     8,110    7,320    4,372    3,568    3,240
Eliminations                           (22,401)     (22,032)     (18,822)      --        --       --       --       --       --
                                     -----------------------------------    --------------------------   ------------------------
CONSOLIDATED TOTALS                  $ 405,200    $ 355,935    $ 304,012    $17,666   $10,653   $9,886   $6,691   $5,860   $5,269
=================================================================================================================================
<FN>
Additions to property, plant and equipment include amounts relating to principal
businesses purchased.

<F1> Depreciation and amortization includes $64 million of unallocated RCA
     goodwill amortization in 1999, 1998 and 1997 that relates to NBC.
</FN>
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

BASIS FOR PRESENTATION. The Company's operating businesses are organized based
on the nature of products and services provided. Certain GE businesses do not
meet the definition of a reportable operating segment and have been aggregated.
The Industrial Products and Systems segment consists of Industrial Systems,
Lighting, Transportation Systems and GE Supply. The Technical Products and
Services segment consists of Medical Systems and Information Services.

         Segment accounting policies are the same as policies described in
note 1.

         Details of segment profit by operating segment can be found on page 44
of this report. A description of operating segments for General Electric Company
and consolidated affiliates is provided on the facing page.

<PAGE>

PAGE F-41
ANNUAL REPORT PAGE 73

AIRCRAFT ENGINES. Jet engines and replacement parts and repair and maintenance
services for all categories of commercial aircraft (short/medium, intermediate
and long-range); for a wide variety of military aircraft, including fighters,
bombers, tankers and helicopters; and for executive and commuter aircraft.
Products are sold worldwide to airframe manufacturers, airlines and government
agencies. Also includes aircraft engine derivatives, used as marine propulsion
and industrial power sources; the latter is also reported in Power Systems.

APPLIANCES. Major appliances and related services for products such as
refrigerators, freezers, electric and gas ranges, dishwashers, clothes washers
and dryers, microwave ovens, room air conditioners and residential water system
products. Products are sold in North America and in global markets under various
GE and private-label brands. Distributed to retail outlets, mainly for the
replacement market, and to building contractors and distributors for new
installations.

INDUSTRIAL PRODUCTS AND SYSTEMS. Lighting products (including a wide variety of
lamps, lighting fixtures, wiring devices and quartz products); electrical
distribution and control equipment (including power delivery and control
products such as transformers, meters, relays, capacitors and arresters);
transportation systems products (including diesel-electric locomotives, transit
propulsion equipment and motorized wheels for off-highway vehicles); electric
motors and related products; a broad range of electrical and electronic
industrial automation products (including drive systems); installation,
engineering and repair services, which includes management and technical
expertise for large projects such as process control systems; and GE Supply, a
network of electrical supply houses. Markets are extremely diverse. Products are
sold to commercial and industrial end users, including utilities, to original
equipment manufacturers, to electrical distributors, to retail outlets, to
railways and to transit authorities. Increasingly, products are developed for
and sold in global markets.

NBC. Principal businesses are the furnishing of U.S. network television services
to more than 220 affiliated stations, production of television programs,
operation of 13 VHF and UHF television broadcasting stations, operation of four
cable/satellite networks around the world, and investment and programming
activities in the Internet, multimedia and cable television.

PLASTICS. High-performance engineered plastics used in applications such as
automobiles and housings for computers and other business equipment; ABS resins;
silicones; superabrasive industrial diamonds; and laminates. Products are sold
worldwide to a diverse customer base consisting mainly of manufacturers.

POWER SYSTEMS. Power plant products and services, including design,
installation, operation and maintenance services. Markets and competition are
global. Gas turbines are sold separately and as part of packaged power plants
for electric utilities, independent power producers and for industrial
cogeneration and mechanical drive applications. Steam turbine-generators are
sold to electric utilities and, for cogeneration, to industrial and other power
customers. Also includes nuclear reactors and fuel and support services for GE's
new and installed boiling water reactors and aircraft engine derivatives, also
reported in the Aircraft Engines segment, used as industrial power sources.

TECHNICAL PRODUCTS AND SERVICES. Medical imaging systems such as magnetic
resonance (MR) and computed tomography (CT) scanners, x-ray, nuclear imaging and
ultrasound, as well as diagnostic cardiology and patient monitoring devices;
related services, including equipment monitoring and repair, computerized data
management and customer productivity services. Products and services are sold
worldwide to hospitals and medical facilities. Also includes a full range of
computer-based information and data interchange services for both internal and
external use to commercial and industrial customers.

GECS. The operating activities of the GECS segment follow.

   CONSUMER SERVICES -- private-label credit card loans, personal loans, time
sales and revolving credit and inventory financing for retail merchants, auto
leasing and inventory financing, mortgage servicing and consumer savings and
insurance services.

   EQUIPMENT MANAGEMENT -- leases, loans, sales and asset management services
for portfolios of commercial and transportation equipment, including aircraft,
trailers, auto fleets, modular space units, railroad rolling stock, data
processing equipment, containers used on ocean-going vessels, and satellites.

   MID-MARKET FINANCING -- loans, financing and operating leases and other
services for middle-market customers, including manufacturers, distributors and
end users, for a variety of equipment that includes vehicles, corporate
aircraft, data processing equipment, medical and diagnostic equipment, and
equipment used in construction, manufacturing, office applications, electronics
and telecommunications activities.

   SPECIALIZED FINANCING -- loans and financing leases for major capital assets,
including industrial facilities and equipment, and energy-related facilities;
commercial and residential real estate loans and investments; and loans to and
investments in public and private entities in diverse industries.

   SPECIALTY INSURANCE -- U.S. and international multiple-line property and
casualty reinsurance; certain directly written specialty insurance and life
reinsurance; financial guaranty insurance, principally on municipal bonds and
structured finance issues; private mortgage insurance; and creditor insurance
covering international customer loan repayments.

         Very few of the products financed by GECS are manufactured by GE.

<PAGE>

PAGE F-42
ANNUAL REPORT PAGE 74

29 GEOGRAPHIC SEGMENT INFORMATION (CONSOLIDATED)

The table below presents data by geographic region.

         Revenues and operating profit shown below are classified according to
their country of origin (including exports from such areas). Revenues classified
under the caption "United States" include royalty and licensing income from
non-U.S. sources.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                            REVENUES
                            For the years ended December 31

                                       Total revenues                  Intersegment revenues             External revenues
                            ----------------------------------    -----------------------------    ---------------------------
(In millions)                    1999         1998        1997       1999       1998       1997       1999      1998      1997
- ------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>          <C>         <C>        <C>        <C>        <C>       <C>       <C>
United States               $  78,970    $  71,799    $ 66,330    $ 2,690    $ 2,608    $ 2,471    $76,280   $69,191   $63,859
Europe <F1>                    22,919       21,665      18,166      1,081        837        787     21,838    20,828    17,379
Pacific Basin                   7,879        5,166       4,742        924        951        880      6,955     4,215     3,862
Other <F2>                      7,365        6,925       6,420        808        690        680      6,557     6,235     5,740
Intercompany eliminations      (5,503)      (5,086)     (4,818)    (5,503)    (5,086)    (4,818)      --        --        --
                            ----------------------------------    -----------------------------    ---------------------------
Total                       $ 111,630    $ 100,469    $ 90,840    $  --      $  --      $  --      $111,630  $100,469  $90,840
==============================================================================================================================
<CAPTION>

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

                            OPERATING PROFIT <F3>                 ASSETS                           LONG-LIVED ASSETS <F4>
                            For the years ended December 31       At December 31                   At December 31
                            ----------------------------------    -----------------------------    ---------------------------
(In millions)                    1999         1998        1997       1999       1998       1997       1999      1998      1997
- ------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>          <C>         <C>        <C>        <C>        <C>       <C>       <C>
United States               $  13,293    $  11,287    $  9,939    $264,129   $227,311   $206,655   $21,612   $18,048   $17,074
Europe                          1,884        2,393       2,271     83,358     84,518     66,740      6,101     6,334     5,180
Pacific Basin                   1,089          431         355     28,214     18,427      8,881      2,017     1,326       971
Other <F2>                        953          810         713     29,687     25,878     21,926     11,329    10,057     9,119
Intercompany eliminations          11           (9)        (23)      (188)      (199)      (190)       (37)      (35)      (28)
                            ----------------------------------    -----------------------------    ---------------------------
Total                       $  17,230    $  14,912    $ 13,255    $405,200   $355,935   $304,012   $41,022   $35,730   $32,316
==============================================================================================================================
<FN>
<F1> Includes $944 million in 1997 from an appliance distribution affiliate that
     was deconsolidated in 1998.

<F2> Includes the Americas other than the United States and operations that
     cannot meaningfully be associated with specific geographic areas (for
     example, shipping containers used on ocean-going vessels).

<F3> Excludes GECS income taxes of $1,653 million, $1,364 million and $1,166
     million in 1999, 1998 and 1997, respectively, which are included in the
     measure of segment profit reported on page 44.

<F4> Property, plant and equipment (including equipment leased to others).
</FN>
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


30 ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS

This note contains estimated fair values of certain financial instruments to
which GE and GECS are parties. Apart from borrowings by GE and GECS and certain
marketable securities, relatively few of these instruments are actively traded.
Thus, fair values must often be determined by using one or more models that
indicate value based on estimates of quantifiable characteristics as of a
particular date. Because this undertaking is, by its nature, difficult and
highly judgmental, for a limited number of instruments, alternative valuation
techniques may have produced disclosed values different from those that could
have been realized at December 31, 1999 or 1998. Assets and liabilities that, as
a matter of accounting policy, are reflected in the accompanying financial
statements at fair value are not included in the following disclosures; such
items include cash and equivalents, investment securities and separate accounts.

         A description of how values are estimated follows.

BORROWINGS. Based on quoted market prices or market comparables. Fair values of
interest rate and currency swaps on borrowings are based on quoted market prices
and include the effects of counterparty creditworthiness.

TIME SALES AND LOANS. Based on quoted market prices, recent transactions and/or
discounted future cash flows, using rates at which similar loans would have been
made to similar borrowers.

INVESTMENT CONTRACT BENEFITS. Based on expected future cash flows, discounted at
currently offered discount rates for immediate annuity contracts or cash
surrender values for single premium deferred annuities.

FINANCIAL GUARANTEES AND CREDIT LIFE. Based on future cash flows, considering
expected renewal premiums, claims, refunds and servicing costs, discounted at a
market rate.

ALL OTHER INSTRUMENTS. Based on comparable transactions, market comparables,
discounted future cash flows, quoted market prices, and/or estimates of the cost
to terminate or otherwise settle obligations to counterparties.

<PAGE>

PAGE F-43
ANNUAL REPORT PAGE 75

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCIAL INSTRUMENTS
                                                                 1999                                      1998
                                                --------------------------------------    ---------------------------------------
                                                               Assets (liabilities)                      Assets (liabilities)
                                                          -----------------------------             -----------------------------
                                                          Carrying Estimated fair value             Carrying Estimated fair value
                                                Notional    amount --------------------   Notional    amount  -------------------
December 31 (In millions)                         amount     (net)      High       Low      amount     (net)       High       Low
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>       <C>       <C>        <C>        <C>        <C>       <C>       <C>
GE
Investment related
   Investments and notes receivable             $   <F1>  $  1,700  $  1,739   $ 1,684    $   <F1>   $ 1,764   $  1,810  $  1,793
   Cancelable interest rate swap                   1,046        11        22        22       1,221        17          1         1
Borrowings and related instruments
   Borrowings<F2> <F3>                               <F1>    (2,967)   (2,966)   (2,966)       <F1>    (4,147)    (4,155)   (4,155)
   Interest rate swaps                             1,408        --        30        30         951        --        (60)      (60)
   Currency swaps                                    879        --       (17)      (17)      1,046        --          1         1
Recourse obligations for receivables sold            555       (36)      (36)      (36)        607       (38)       (38)      (38)
Financial guarantees                               2,710        --        --        --       2,172        --         --        --
Other firm commitments
   Forwards and options                            6,764        16       (30)      (30)      6,868        72        113       113
   Financing commitments                           1,858        --        --        --       1,519        --         --        --
GECS
Assets
   Time sales and loans                             <F1>    90,427    90,313    88,813        <F1>    74,616     75,474    74,293
   Integrated interest rate swaps                 15,933        18        59        59      14,135        16       (102)     (102)
   Purchased options                               8,949        60       174       174      11,195       146        158       158
   Mortgage-related positions
     Mortgage purchase commitments                   669        --        --        --       1,983        --         15        15
     Mortgage sale commitments                     1,452        --         4         4       3,276        --         (9)       (9)
     Mortgages held for sale                        <F1>     2,522     2,516     2,488        <F1>     4,405      4,457     4,457
     Options, including "floors"                  23,929        76        56        56      21,433        91        181       181
     Interest rate swaps and futures               4,054        --       (67)      (67)      6,662        --         49        49
   Other financial instruments                      <F1>     4,478     4,558     4,528        <F1>     3,205      3,433     3,231
Liabilities
   Borrowings and related instruments
     Borrowings<F2> <F3>                            <F1>  (200,025) (198,798) (198,798)       <F1>  (172,200)  (174,492) (174,492)
     Interest rate swaps                          56,339        --       (99)      (99)     46,325        --     (1,449)   (1,449)
     Currency swaps                               22,744        --    (1,425)   (1,425)     29,645        --        252       252
     Currency forwards                            26,806        --      (459)     (459)     23,409        --       (389)     (389)
   Investment contract benefits                     <F1>   (24,943)  (24,420)  (24,420)       <F1>   (23,893)   (23,799)  (23,799)
   Insurance--financial guarantees
     and credit life                             226,073    (2,757)   (2,797)   (2,909)    208,774    (3,135)    (3,339)   (3,446)
   Credit and liquidity support
     -- securitizations                           34,389      (144)     (144)     (144)     21,703       (29)       (29)      (29)
   Performance guarantees -- principally
     letters of credit                             3,472       (56)      (56)      (56)      2,684        --         --        --
   Other financial instruments                     2,545    (1,473)   (1,444)   (1,444)      2,888    (1,921)    (1,190)   (1,190)
Other firm commitments
   Currency forwards                               3,778       (14)      (41)      (41)      5,072        --        (52)      (52)
   Currency swaps                                    767       238       200       200         915        72         72        72
   Ordinary course of business
     lending commitments                           7,822        --        --        --       9,839        --        (12)      (12)
   Unused revolving credit lines
     Commercial                                   11,440        --        --        --       6,401        --         --        --
     Consumer -- principally credit cards        151,651        --        --        --     132,475        --         --        --
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Not applicable.
<F2> Includes effects of interest rate and currency swaps, which also are listed separately.
<F3> See note 19.
</FN>
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         Additional information about certain financial instruments in the table
above follows.

CURRENCY FORWARDS AND OPTIONS are employed by GE and GECS to manage exposures to
changes in currency exchange rates associated with commercial purchase and sale
transactions and by GECS to optimize borrowing costs as discussed in note 19.
These financial instruments generally are used to fix the local currency cost of
purchased goods or services or selling prices denominated in currencies other
than the functional currency. Currency exposures that result from net
investments in affiliates are managed principally by funding assets denominated
in local currency with debt denominated in those same currencies. In certain
circumstances, net investment exposures are managed using currency forwards and
currency swaps.

<PAGE>

PAGE F-44
ANNUAL REPORT PAGE 76

OPTIONS AND INSTRUMENTS CONTAINING OPTION FEATURES that behave based on limits
("caps," "floors" or "collars") on interest rate movement are used primarily to
hedge prepayment risk in certain GECS business activities, such as mortgage
servicing and annuities.

SWAPS OF INTEREST RATES AND CURRENCIES are used by GE and GECS to optimize
funding costs for a particular funding strategy (see note 19). A cancelable
interest rate swap was used by GE to hedge an investment position. Interest rate
and currency swaps, along with purchased options and futures, are used by GECS
to establish specific hedges of mortgage-related assets and to manage net
investment exposures. Credit risk of these positions is evaluated by management
under the credit criteria discussed below. As part of its ongoing customer
activities, GECS also enters into swaps that are integrated into investments in
or loans to particular customers and do not involve assumption of third-party
credit risk. Such integrated swaps are evaluated and monitored like their
associated investments or loans and are not therefore subject to the same credit
criteria that would apply to a stand-alone position.

COUNTERPARTY CREDIT RISK -- risk that counterparties will be financially unable
to make payments according to the terms of the agreements -- is the principal
risk associated with swaps, purchased options and forwards. Gross market value
of probable future receipts is one way to measure this risk, but is meaningful
only in the context of net credit exposure to individual counter-parties. At
December 31, 1999 and 1998, this gross market risk amounted to $2.0 billion and
$2.3 billion, respectively. Aggregate fair values that represent associated
probable future obligations, normally associated with a right of offset against
probable future receipts, amounted to $3.6 billion at both year-end 1999 and
1998.

         Except as noted above for positions that are integrated into
financings, all swaps, purchased options and forwards are carried out within the
following credit policy constraints.

*    Once a counterparty exceeds credit exposure limits (see table below), no
     additional transactions are permitted until the exposure with that
     counterparty is reduced to an amount that is within the established limit.
     Open contracts remain in force.

- --------------------------------------------------------------
COUNTERPARTY CREDIT CRITERIA
                                  ----------------------------
                                          Credit rating
                                  ----------------------------
                                  Moody's    Standard & Poor's
- --------------------------------------------------------------
Term of transaction
   Between one and five years         Aa3            AA-
   Greater than five years            Aaa            AAA
Credit exposure limits
   Up to $50 million                  Aa3            AA-
   Up to $75 million                  Aaa            AAA
- --------------------------------------------------------------

*    All swaps are executed under master swap agreements containing mutual
     credit downgrade provisions that provide the ability to require assignment
     or termination in the event either party is downgraded below A3 or A-.

More credit latitude is permitted for transactions having original maturities
shorter than one year because of their lower risk.



31 QUARTERLY INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                     First quarter      Second quarter       Third quarter      Fourth quarter
                                 -----------------   -----------------   -----------------   -----------------
(Dollar amounts in millions;
per-share amounts in dollars)       1999      1998      1999      1998      1999      1998      1999      1998
- --------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
CONSOLIDATED OPERATIONS
Net earnings                     $ 2,155   $ 1,891   $ 2,820   $ 2,450   $ 2,653   $ 2,284   $ 3,089   $ 2,671
Earnings per share -- diluted       0.65      0.57      0.85      0.74      0.80      0.69      0.93      0.80
                   -- basic         0.66      0.58      0.86      0.75      0.81      0.70      0.94      0.82
SELECTED DATA
GE
   Sales of goods and services    11,796    11,408    13,966    13,217    13,228    12,075    16,655    14,846
   Gross profit from sales         3,667     3,366     4,545     4,216     4,091     3,630     5,043     4,598
GECS
   Total revenues                 12,383    11,151    13,378    11,801    14,002    12,016    15,986    13,726
   Operating profit                1,400     1,252     1,461     1,219     1,745     1,584     1,490     1,105
   Net earnings                    1,032       881     1,092       933     1,262     1,082     1,057       900
- --------------------------------------------------------------------------------------------------------------
</TABLE>

         For GE, gross profit from sales is sales of goods and services less
costs of goods and services sold. For GECS, operating profit is "Earnings before
income taxes."

         Earnings-per-share amounts for each quarter are required to be computed
independently. As a result, their sum does not equal the total year
earnings-per-share amounts for diluted earnings per share in 1999 and basic
earnings per share in 1998.

<PAGE>

Property and Casualty Reserves for Unpaid Claims and Claim Expenses

The  Company's  insurance/reinsurance  subsidiaries  maintain  reserves to cover
their  estimated  ultimate  liability for unpaid claims and claim  expenses with
respect  to  reported  and  unreported  claims  incurred  as of the  end of each
accounting  period (net of estimated  related salvage and  subrogation  claims).
These reserves are estimates that involve actuarial and statistical  projections
of the expected cost of the ultimate  settlement  and  administration  of unpaid
claims based on facts and circumstances  then known,  estimates of future trends
in claims severity and other variable factors such as inflation and new concepts
of  liability.  The inherent  uncertainties  of  estimating  claim  reserves are
exacerbated for reinsurers by the significant  periods of time that often elapse
between the  occurrence of an insured  claim,  the reporting of the claim to the
primary insurer and,  ultimately,  to the reinsurer,  and the primary  insurer's
payment of that claim and subsequent indemnification by the reinsurer (i.e., the
"tail").  As a  consequence,  actual claims and claim expenses paid may deviate,
perhaps  substantially,  from  estimates  reflected in the insurance  companies'
reserves in their  financial  statements.  Adjustments  to  previously  reported
reserves for net claims and claim expenses are  considered  changes in estimates
for  accounting  purposes and are reflected in the  financial  statements in the
period in which the adjustment occurs.


<PAGE>


When a claim is  reported  to a ceding  company,  the  ceding  company's  claims
personnel  establish a "case  reserve" for the estimated  amount of the ultimate
payment.  The estimate reflects the informed judgment of such personnel based on
general  insurance  reserving  practices and on the  experience and knowledge of
such personnel regarding the nature and value of the specific type of claim. The
Company, in turn,  typically  establishes a case reserve when it receives notice
of a claim from the ceding  company.  Such reserves are based on an  independent
evaluation  by the  Company's  claims  departments,  taking  into  consideration
coverage,  liability,  severity of injury or damage, jurisdiction, an assessment
of the ceding company's  ability to evaluate and handle the claim and the amount
of reserves  recommended  by the ceding  company.  Case  reserves  are  adjusted
periodically  by the claims  departments  based on subsequent  developments  and
audits of ceding companies.

In accordance with GAAP, the Company also maintains reserves for claims incurred
but not reported  ("IBNR").  Such reserves are established to provide for future
case  reserves  and loss  payments  on  incurred  claims  that have not yet been
reported to an insurer or reinsurer.  In calculating IBNR reserves,  the Company
uses generally  accepted actuarial  reserving  techniques that take into account
quantitative loss experience data, together with, where appropriate, qualitative
factors.  IBNR  reserves are based on claim  experience  and are grouped both by
class of business and by accident year.  IBNR reserves are also adjusted to take
into  account  certain  additional  factors,  such as  changes  in the volume of
business  written,  reinsurance  contract  terms  and  conditions,  the  mix  of
business,  claims  processing and inflation,  that can be expected to affect the
Company's liability for claims over time.

The  potential  for  adverse  development  of the  Company's  reserves  for  its
international business, as compared to that of its domestic business, is reduced
because the international  operations have a relatively low proportion of longer
tail exposures.

Reserve Development. The development of the Company's net balance sheet property
and casualty liabilities for unpaid claims and claim expenses for accident years
1989 through 1999 is summarized in the following table.

Net  Liability.  The first row of data shows the  estimated  net  liability  for
unpaid claims and claim expenses at December 31 for each year from 1989 to 1999.
The liability includes both case and IBNR reserves as of each year-end date, net
of anticipated recoveries from other reinsurers.  The rows immediately following
the first row of data show  cumulative paid data at December 31, as of one year,
two years, . . ., 10 years of subsequent payments.

Net Liability Re-estimated. The middle rows of data show the re-estimated amount
for previously  reported net liability based on experience as of the end of each
subsequent calendar year's results. This estimate is changed as more information
becomes known about the underlying  claims for individual  years. The cumulative
redundancy  (deficiency)  shown in the  table is the  aggregate  net  change  in
estimates over the period of years  subsequent to the calendar year reflected at
the top of the  respective  columns.  The amount in the line titled  "Redundancy
(Deficiency) at December 31, 1999," represents for each calendar year (the "Base
Year")  the  aggregate  change in (i) the  Company's  original  estimate  of net
liability  for  unpaid  claims  and claim  expenses  for all years  prior to and
including  the Base  Year  compared  to (ii)  the  Company's  re-estimate  as of
December 31, 1999, of net liability for unpaid claims and claim expenses for all
years prior to and including the Base Year. A redundancy means that the original
estimate  was  greater  than the  re-estimate  and a  deficiency  means that the
original estimate was less than the re-estimate.


<PAGE>

<TABLE>
<CAPTION>

                                           Changes in Historical Reserves for Unpaid Claims and Claim Expenses
                                               For the Last Ten Years - GAAP Basis as of December 31, 1999

                                                                   Year ended December 31,
                           -------- --------- -------- -------- --------- -------- -------- --------- -------- -------- ---------
(In millions)               1989     1990      1991     1992     1993       1994     1995     1996      1997     1998     1999
                           -------- --------- -------- -------- --------- -------- -------- --------- -------- -------- ---------

Net liability for unpaid
   claims and claim
<S>                        <C>      <C>       <C>      <C>     <C>       <C>      <C>      <C>        <C>     <C>       <C>
   expenses                $3,338   $3,579    $3,596   $3,991  $4,525    $5,071   $9,351   $9,458     $9,114  $12,495   $13,210
Paid (cumulative) as of:
One year later.......         706      747       665      802     949     1,115    1,964    1,949      2,176    2,867       ---
Two years later......       1,125    1,119     1,103    1,274   1,602     1,804    3,130    3,189      3,241      ---       ---
Three years later....       1,469    1,524     1,499    1,739   2,054     2,341    3,933    3,881        ---      ---       ---
Four years later.....       1,746    1,772     1,784    2,036   2,424     2,708    4,464      ---        ---      ---       ---
Five years later.....       1,929    1,989     2,008    2,293   2,690     2,988      ---      ---        ---      ---       ---
Six years later......       2,072    2,173     2,208    2,485   2,952       ---      ---      ---        ---      ---       ---
Seven years later....       2,229    2,348     2,362    2,688     ---       ---      ---      ---        ---      ---       ---
Eight years later....       2,380    2,482     2,531      ---     ---       ---      ---      ---        ---      ---       ---
Nine years later.....       2,495    2,630       ---      ---     ---       ---      ---      ---        ---      ---       ---
Ten years later......       2,629      ---       ---      ---     ---       ---      ---      ---        ---      ---       ---

Net liability
   re-estimated
   as of:
One year later.......      $3,390   $3,616    $3,625   $3,919  $4,612    $5,173   $9,192   $9,229    $ 9,179  $12,410       ---
Two years later......       3,482    3,583     3,587    4,066   4,656     5,313    8,959    9,127      8,655      ---       ---
Three years later....       3,462    3,564     3,701    4,095   4,793     5,256    8,907    8,549        ---      ---       ---
Four years later.....       3,472    3,654     3,687    4,238   4,747     5,155    8,392      ---        ---      ---       ---
Five years later.....       3,537    3,635     3,818    4,154   4,668     4,902      ---      ---        ---      ---       ---
Six years later......       3,521    3,758     3,771    4,075   4,487       ---      ---      ---        ---      ---       ---
Seven years later....       3,626    3,734     3,711    3,942     ---       ---      ---      ---        ---      ---       ---
Eight years later....       3,608    3,674     3,592      ---     ---       ---      ---      ---        ---      ---       ---
Nine years later.....       3,567    3,565       ---      ---     ---       ---      ---      ---        ---      ---       ---
Ten years later......       3,479      ---       ---      ---     ---       ---      ---      ---        ---      ---       ---
Redundancy (Deficiency)
   at December 31, 1999      (141)      14         4       49      38       169      959      909        459       85       ---
Effect of foreign
   exchange (1)                 6      (38)      (41)     (14)     12       (36)    (467)    (402)      (122)    (323)      ---
                           -------- --------  -------   ------  -------  -------- -------  -------    --------  -------   -------
Redundancy (Deficiency)
   at December 31, 1999,
   excluding foreign
   exchange              $   (135) $   (24)   $  (37)   $  35   $  50    $  133    $ 492    $ 507     $  337    $(238)    $ ---
                           ========  ========  ======  =======  =======   =======  ======   ======    =======   =======   =======
</TABLE>

<TABLE>
<CAPTION>

(In millions)                                            1992     1993       1994       1995     1996      1997      1998     1999
                                                       --------- --------- --------- -------- --------- ---------  -------- --------
<S>                                                    <C>      <C>        <C>       <C>       <C>      <C>        <C>      <C>
Balance at December 31 - gross.......................  $4,815   $5,312     $6,020    $11,145   $10,869  $10,936    $15,342  $17,435
Less reinsurance recoverables........................    (824)    (787)      (949)    (1,794)   (1,411)  (1,822)    (2,847)  (4,225)
                                                       --------  -------    -------   -------  --------  --------  -------   -------
Balance at December 31 - net.........................   3,991    4,525      5,071      9,351     9,458    9,114     12,495   13,210
                                                       -------  -------    -------   --------  --------  --------  -------   -------
Latest re-estimated liability - gross................   4,967    5,471      5,926      9,967    10,044   10,421     15,570      ---
Less re-estimated reinsurance recoverables...........  (1,025)    (984)    (1,024)    (1,575)   (1,495)  (1,766)    (3,160)     ---
                                                       -------  --------   ------     -------  --------  --------   -------  -------
Latest re-estimated liability - net..................   3,942    4,487      4,902      8,392     8,549    8,655     12,410      ---
                                                       -------   -------   -------    -------  --------  --------  -------   -------
Gross redundancy (deficiency)........................    (152)    (159)        94      1,178       825      515       (227)     ---
Effect of foreign exchange (1).......................     (14)      13        (37)      (576)     (487)    (157)      (473)     ---
                                                       -------   -------  ---------   -------  --------  --------   -------  -------
Gross redundancy (deficiency), excluding foreign
   exchange.......................................... $  (166)  $ (146)    $   57    $   602    $  338   $  358     $ (700)  $  ---
                                                        =======  =======    =======  =========  =======   =======    ======= =======
</TABLE>

(1)  The  results of the  Company's  international  operations  translated  from
     functional  currencies  into U.S.  dollars are included  with the Company's
     U.S.   underwriting   operations  in  this  table.   The  foreign  currency
     translation impact on the cumulative  redundancy  (deficiency)  arises from
     the  difference  between  reserve  developments  translated at the exchange
     rates at the end of the  year in  which  the  liabilities  were  originally
     estimated  and the  exchange  rates  at the end of the  year in  which  the
     liabilities were re-estimated.

Note:  For a description of the purpose of the above table and the various table
sections,  please refer to the immediately  preceding  section entitled "Reserve
Development."


<PAGE>


A number of major  trends  that  occurred  within the  insurance  industry,  the
economy in general and several  Company-specific  factors have had a significant
effect on the Company's  liabilities for unpaid claims and claim expenses during
the period covered by the preceding  table. The claims and claim expense reserve
deficiencies  developed  to December 31,  1999,  as  reflected in the  preceding
table,  included reserve  deficiencies of approximately  $52 million in 1989 and
$21 million in 1990  related to the general  liability  business on the books of
Puritan  Excess  and  Surplus  Lines  Insurance  Company  ("PESLIC")  before the
Company's  acquisition of PESLIC in 1994. Prior to 1994,  PESLIC was owned by GE
Capital Corporation.  Additionally,  beginning in 1985, the Company strengthened
the reserves for its excess  liability  and workers'  compensation  business for
qualified self-insured  employers.  Claims and claim expense reserve development
in the mid 1980's in these  businesses  reflected the  inadequate  premium rates
which resulted from intense competition in the market during that period.

In the  late  1980's,  the  reinsurance  market  generally  reacted  to the rate
deficiencies and the resulting  claims and claim expense reserve  development by
increasing rates and strengthening  claims and claim expense  reserves.  This is
reflected,  with respect to the Company, in the significant  improvements in the
overall  reserve  adequacy in most of the recent years.  The increase in reserve
redundancies  indicated for 1995 through 1997 is  attributable  to the favorable
claim environment that existed during that period.

The indicated  deficiency in the 1998 reserve position is attributable to higher
than  normal  claim and claim  expense  development  across a number of lines of
business,  including  property coverages (which was most highly impacted by much
higher than expected  industry-wide  losses with respect to Hurricane  Georges),
long-term disability and communications/media liability.

To a lesser  degree,  development  of  asbestos  and  environmental  claims  has
affected the Company's  results.  Higher than anticipated levels of inflation in
certain  lines of  reinsurance  businesses  has also had an  adverse  effect  on
liabilities  for  claims  and  claim  expenses,  particularly  in excess of loss
reinsurance.  Partially offsetting the above factors is favorable development in
recent  years  in  medical  professional   liability  and  facultative  casualty
businesses, as well as an increase in net retentions by ceding companies.

The Company's  reconciliation  of its beginning and ending property and casualty
reserves for unpaid  claims and claim  expenses on a GAAP basis is summarized as
follows:

<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                                -------------------------------------------------
(In millions)                                                        1999             1998            1997
                                                                ---------------- --------------- ----------------
<S>                                                                  <C>              <C>            <C>
Balance at January 1 - gross.............................            $15,342          $10,936        $10,869
Less reinsurance recoverables............................             (2,847)          (1,822)        (1,411)
                                                                   ---------        ---------      ---------
Balance at January 1 - net...............................             12,495            9,114          9,458
                                                                    --------        ---------      ---------
Claims and expenses incurred:
   Current year..........................................              4,162            3,286          2,438
   Prior years...........................................                233             (126)            71
                                                                  ----------       ----------    -----------
                                                                       4,395            3,160          2,509
                                                                   ---------        ---------      ---------
Claims and expenses paid:
   Current year..........................................             (1,228)          (1,074)          (612)
   Prior years...........................................             (2,867)          (2,176)        (1,949)
                                                                   ---------        ---------       --------
                                                                      (4,095)          (3,250)        (2,561)
                                                                   ---------        ---------       --------
Claim reserves related to acquired companies.............                793            3,470              -
Claim reserves related to disposed companies.............               (202)               -              -
Foreign exchange and other...............................               (176)               1           (292)
                                                                  ----------     ------------      ---------
Balance at December 31 - net.............................             13,210           12,495          9,114
Add reinsurance recoverables.............................              4,225            2,847          1,822
                                                                   ---------        ---------      ---------
Balance at December 31 - gross...........................            $17,435          $15,342        $10,936
                                                                     =======          =======        =======
</TABLE>

The  liabilities  for claims and claim  expenses in the preceding  table include
long-term  disability  claims  that are  discounted  at a 6% rate for all  years
presented. As a result of discounting the Company's long-term disability claims,
total  liabilities  for  claims  and  claim  expenses  have been  reduced  by an
estimated  2% at December  31, 1999 and 1998.  The  amortization  of discount is
included in current  operating  results as part of the development of prior year
liabilities.

Long-term disability discounts accrued as a percentage of claims, claim expenses
and policy  benefits were less than 1% for the years ended December 31, 1999 and
1998 and  approximately  1% for the year  ended  December  31,  1997.  Discounts
amortized as a percentage  of claims,  claim  expenses and policy  benefits were
less than 1% for the years ended December 31, 1999 and 1998 and approximately 1%
for the year ended December 31, 1997.

The Company's  reconciliation  of its property and casualty  reserves for unpaid
claims and claim expenses  between  statutory basis and GAAP basis is summarized
as follows:
<TABLE>
<CAPTION>
                                                                                December 31,
                                                               ------------------------------------------------
(In millions)                                                       1999             1998            1997
                                                               ---------------- --------------- ---------------
<S>                                                                <C>              <C>             <C>
Statutory basis reserves for U.S. companies - net.........         $  7,204         $  7,679        $  5,527
Adjustments to GAAP basis (1).............................              636              667            (118)
                                                                 ----------       ----------      ----------
GAAP basis reserves for U.S. companies - net..............            7,840            8,346           5,409
GAAP basis reserves for non-U.S. companies - net..........            5,370            4,149           3,705
                                                                  ---------        ---------       ---------
Total GAAP basis reserves - net...........................           13,210           12,495           9,114
Add reinsurance recoverables..............................            4,225            2,847           1,822
                                                                  ---------        ---------       ---------
GAAP basis reserves - gross...............................          $17,435          $15,342         $10,936
                                                                    =======          =======         =======
</TABLE>

(1) Statutory  basis  reserve  offsets  and  reserves  reclassified  to contract
    deposit assets or liabilities based on risk transfer  provisions of SFAS No.
    113.

Asbestos and  Environmental  Exposure.  Included in the Company's  liability for
claims  and claim  expenses  are  liabilities  for  asbestos  and  environmental
exposures.  These claims and claim  expenses are  primarily  related to policies
written  prior  to 1986 as the  policies  written  since  1986  have  tended  to
explicitly  exclude asbestos and  environmental  risks from coverage and most of
the asbestos and environmental  exposures arise from risks located in the United
States.  During 1997,  the  Company's  international  operations  completed  the
initial process of identifying  asbestos and environmental  claims that had been
reserved in prior periods but were  initially  aggregated  and coded under other
general lines of business rather than being specifically  identified as asbestos
or environmental claims.

The three-year  development of claims and claim expense reserves associated with
the  Company's  asbestos  and  environmental  claims,  including  case  and IBNR
reserves, is summarized as follows:

<TABLE>
<CAPTION>
                                                                          Year ended December 31,
                                                                --------------------------------------------
(In millions)                                                       1999           1998           1997
                                                                -------------- -------------- --------------
<S>                                                                  <C>            <C>             <C>
Balance at January 1 - gross..............................           $995           $462            $368
Less reinsurance recoverables.............................           (206)          (193)           (174)
                                                                    -----          -----            ----
Balance at January 1 - net................................            789            269             194

Claims and expenses incurred..............................             (7)            35              54
Claim identification and IBNR allocation..................              -              -              43 (1)
Claims and expenses paid..................................           (210)           (39)            (22)
Claim reserves related to acquired companies..............             33            524               -
                                                                   ------          -----            ----

Balance at December 31 - net..............................            605            789             269
Add reinsurance recoverables..............................            195            206             193
                                                                    -----          -----           -----
Balance at December 31 - gross............................           $800           $995            $462
                                                                     ====           ====            ====
</TABLE>

(1) Prior to  1997,  the  Company's  international  operations  were  unable  to
    identify and segregate  recorded claim reserves that related to asbestos and
    environmental  exposures as they were grouped with claim reserves in various
    lines of business such as general liability.  Beginning in 1997, the Company
    began  identifying  and segregating  the asbestos and  environmental  claims
    related to its international operations.




<PAGE>


The amounts on the  preceding  page are  management's  best  estimate,  based on
currently  available  information,  of claims  and claim  expense  payments  and
recoveries that are expected to develop in future years.

The  Company  monitors  evolving  case law and its  effect  on  asbestos-related
illness and toxic waste cleanup claims. Changing domestic and foreign government
regulations and legislation, including continuing congressional consideration of
federal Superfund law, newly reported claims, new contract  interpretations  and
other factors could  significantly  affect future claim  development.  While the
Company has recorded its best estimate of its liabilities  for  asbestos-related
illness and toxic waste cleanup claims based on currently available information,
it is possible that additional  liabilities  may arise in the future.  It is not
possible to estimate with any certainty the amount of additional  net claims and
claim expenses,  or the range of net claims and claim expenses,  if any, that is
reasonably  possible;   therefore,   there  can  be  no  assurance  that  future
liabilities  will not  materially  affect the Company's  results of  operations,
financial position or cash flows.

Other Mass Tort Exposures. In addition to asbestos and environmental  exposures,
the Company  also may have  exposures  to other mass torts  involving  primarily
product  liability  issues  such as  tobacco  products,  gun  manufacturers  and
silicone breast implants.  The Company has, in the past,  generally  avoided the
products  liability  reinsurance  business,  and,  based on currently  available
information, future liabilities resulting from these matters are not expected to
be material to the Company's results of operations,  financial  position or cash
flows.






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