General Electric Capital Services Inc/CT – ‘8-K’ for 9/17/02 – EX-99

On:  Tuesday, 9/17/02, at 3:06pm ET   ·   For:  9/17/02   ·   Accession #:  40545-2-53   ·   File #:  0-14804

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     14K 
 2: EX-99       Exhibit 99(A)                                         12     61K 
 3: EX-99       Exhibit 99(B)                                         13     72K 
 4: EX-99       Exhibit 99(C)                                         10     66K 
 5: EX-99       Exhibit 99(D)                                         18     96K 
 6: EX-99       Exhibit 99(E)                                         40    264K 
 7: EX-99       Exhibit 99(F)                                          1      7K 

EX-99   —   Exhibit 99(B)
Exhibit Table of Contents

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                                                                     Exhibit 99b
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" or "GE"). 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 Holdings").                                   

     GE Capital  Services'  principal  executive  offices  are 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.  On July 2, 2001, GE Capital changed its
state of  incorporation  to  Delaware.  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. GE Company
manufactures few of the products financed by GE Capital.                        

     GE Capital  operates  primarily  in four key  operating  segments  that are
described  below.  These  operations  are subject to a variety of regulations in
their respective jurisdictions.                                                 

     Services of GE Capital are offered primarily in the United States,  Canada,
Europe and the Pacific Basin. GE Capital's  principal  executive  offices are at
260 Long Ridge Road,  Stamford,  Connecticut  06927.  At December 31,  2001,  GE
Capital and affiliates employed approximately 88,000 persons.                   

GE GLOBAL INSURANCE HOLDING CORPORATION                                         

     GE  Global  Insurance  Holdings,  together  with  its  affiliates,   writes
substantially  all  lines of  reinsurance  and  certain  lines of  property  and
casualty   insurance.   GE  Global   Insurance   Holdings  has  three  principal
subsidiaries:  Employers Reinsurance Corporation, GE 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.  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.    

     GE Global Insurance  Holdings operates in three broad arenas:  property and
casualty  reinsurance,  life reinsurance and primary commercial lines. GE Global
Insurance  Holdings  competes with more than 100 other property and casualty and
life  reinsurance  companies  around the world, and with several hundred primary
commercial lines companies in the United States. GE Global Insurance Holdings is
the fourth largest  reinsurer in the world,  based on 2000 net written premiums.
It is a relatively  small niche  player in the broad  primary  commercial  lines
arena. In one of its major primary areas - medical  professional  liability - GE
Global  Insurance  Holdings is the fourth  largest  writer in the United  States
based on 2000 premiums.                                                         

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     Inherent in GE Global Insurance  Holdings  business is a range of insurance
underwriting  risks,  weather risk and financial risk associated with inflation,
economic growth or recession in specific areas.  Important  factors to continued
success include maintaining clear underwriting guidelines,  balancing portfolios
geographically  and  demographically  with a broad  variety  of  exposures,  and
maintaining  a  balanced  global  portfolio  exposed  to a variety  of  economic
conditions.  In addition,  the  insurance/reinsurance  industry  can  experience
cyclical turns in profitability associated with catastrophic events.            

     The  global   reinsurance   industry  is  operating  in  an   unprecedented
environment  in the  aftermath of the events of September 11. After years of the
effect of excess market  capacity,  the global market finds itself in a capacity
crunch  and with many  market  participants  declining  to write  coverage  that
includes terrorism.  The challenges  associated with quantifying  terrorism risk
today are  significant.  Primary insurers  continue to consider  alternatives to
traditional risk transfer,  including insurance captives,  structured securities
and derivative products. Global reinsurers are offering ways to meet the demands
of this changing  global market by expanding  their  markets,  entering into new
reinsurance niches,  offering new reinsurance products and spreading their risks
geographically.  This changing reinsurance environment may affect the industry's
profitability,   which  has  historically   been  influenced  by  the  insurance
industry's  underwriting  cycle,  changes  in  interest  rates and  catastrophic
events.                                                                         

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

     GE Global Insurance Holdings and its affiliates conduct business throughout
the world using a network of local offices.  The world headquarters of GE Global
Insurance  Holdings are at 5200 Metcalf Avenue,  Overland Park, Kansas 66201. At
December  31,  2001,  GE  Global  Insurance  Holdings  and  affiliates  employed
approximately 3,400 persons.                                                    

OPERATING SEGMENTS                                                              

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

     -    GE Commercial  Finance - loans,  financing and operating  leases,  and
          other services for customers,  including  manufacturers,  distributors
          and  end-users,  for a variety of equipment and major  capital  assets
          that includes  industrial  facilities  and  equipment,  energy-related
          facilities,   commercial  and   residential   real  estate  loans  and
          investments,  vehicles,  aircraft, and equipment used in construction,
          manufacturing,   data   processing  and  other  office   applications,
electronics and telecommunications and healthcare.          

     -    GE Consumer Finance - private-label credit card loans, personal loans,
          time sales and  revolving  credit and  inventory  financing for retail
merchants, and auto leasing and inventory financing.        

     -    GE Equipment  Management - leases,  loans,  sales and asset management
          services for  portfolios of commercial and  transportation  equipment,
          including trailers, auto fleets, modular space units, railroad rolling
stock, and marine shipping containers.                      

     -    GE  Insurance - U.S.  and  international  multiple-line  property  and
          casualty reinsurance, certain directly written specialty insurance and
          life   reinsurance,consumer   investment,   insurance  and  retirement
          services, financial guaranty insurance, principally on municipal bonds
and asset-backed securities, and private mortgage insurance.

     Refer to Item 7,  "Management's  Discussion  and  Analysis  of  Results  of
Operations,"  in  this  Annual  Report  on Form  10-K  for a  discussion  of the
Corporation's  Portfolio  Quality.  Item 1.  Business  - Property  and  Casualty
Reserves for Unpaid Claims and Claim Expenses,  which is set forth in the Annual
Report on Form 10-K of GE Global Insurance  Holdings for the year ended December
31,  2001,  is   incorporated   herein, by  reference.   A  description  of  the
Corporation's principal businesses by operating segment follows.                

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GE COMMERCIAL FINANCE                                                           

Aviation Services                                                               

     GE Capital  Aviation  Services  ("GECAS"),  the world's  foremost  aircraft
leasing company,  is a global commercial  aviation  financial  services business
that offers a broad range of financial products to airlines, aircraft operators,
owners, lenders and investors. Financial solutions provided to customers 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  approximately  1,000 aircraft and manages  approximately 300 on
behalf of third parties.  In addition,  it has planes on order or on option from
Boeing, Airbus, Dornier, Embraer and Bombardier. GECAS has over 200 customers in
over 60 countries.                                                              

     GECAS  operates in a highly  competitive  area serving a cyclical  industry
that  could  further  consolidate  if  airlines  generally  continue  to  weaken
financially.  The impact of the events of September 11 has hastened and deepened
a downturn in the aviation  industry  served by GECAS.  The business can also be
affected by  regulatory  changes that may impact  aircraft  values.  Regulations
under current  consideration,  if enacted,  that reduce permissible noise levels
emitted from commercial aircraft would have an effect on aircraft values.       

     GECAS headquarters are in Stamford,  Connecticut,  with regional offices in
Shannon,  Republic of Ireland;  New York,  New York;  Miami,  Florida;  Chicago,
Illinois; Vienna, Austria; Toulouse, France; Luxembourg;  Beijing and Hong Kong,
China; Tokyo, Japan; and Singapore.                                             

Commercial Equipment Financing                                                  

     GE Capital  Commercial  Equipment  Financing ("CEF") offers large and small
companies with a broad line of innovative  financial  solutions including leases
and loans to middle-market  customers,  including  manufacturers,  distributors,
dealers and end-users,  as well as municipal financing and facilities financing,
in such areas as construction equipment,  corporate aircraft, medical equipment,
trucks and trailers.  It also furnishes customers with direct-source  tax-exempt
finance programs,  as well as lease and sale/leaseback  offerings.  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 and  repossessed  equipment and
other assets.                                                                   

     The global equipment  financing  industry continues to be highly fragmented
and intensely  competitive.  Competitors in the U.S.  domestic and international
markets  include  independent  financing  companies,  financing  subsidiaries of
equipment  manufacturers,  and banks (national,  regional, and local).  Industry
participants  compete not only on the basis of monthly payments,  interest rates
and fees charged  customers but also on deal  structures  and credit terms.  The
profitability  of CEF is affected  not only by broad  economic  conditions  that
impact customer  credit quality and the  availability  and cost of capital,  but
also by  successful  management of credit risk,  operating  risk and such market
risks  as  interest  rate and  currency  exchange  risk.  Important  factors  to
continued success include  maintaining strong risk management  systems,  diverse
portfolios,  service and  distribution  channels,  strong  collateral  and asset
management  knowledge,  deal  structuring  expertise  and the reduction of costs
through enhanced use of technology.                                             

     During 2001,  CEF purchased the stock of Franchise  Finance  Corporation of
America and certain assets and liabilities from Mellon Financial Corporation and
SAFECO  Corporation.  The  purchase  price for these  acquisitions  amounted  to
approximately $4.4 billion.                                                     

     CEF  operates  from  offices  throughout  the  Americas,  Europe,  Asia and
Australia and through joint  ventures in Indonesia and China.  CEF  headquarters
are in Danbury, Connecticut.                                                    

Commercial Finance                                                              

     GE  Capital  Commercial  Finance  ("CF") is a leading  global  provider  of
innovative  financing,  primarily  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,  as  well  as
factoring  services.  Loan transactions  range in size from under $10 million to
over $200 million.                                                              

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

     The corporate  financing  business is characterized by intense  competition
from a variety of lenders and factoring  services  providers,  including  local,
regional,  national and international banks and non-bank financing institutions.
Competition is based on interest  rates,  fees,  credit terms,  and  transaction
structures. In addition to these factors,  successful management of credit risks
within  the  existing  customer  loan  portfolio  also  affects   profitability.
Important  factors to continued  success include  maintaining  deal  structuring
expertise, strong risk management systems, and collateral management knowledge. 

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

European Equipment Finance                                                      

     GE  European   Equipment   Finance  ("EEF")  is  one  of  Europe's  leading
diversified  equipment leasing  businesses,  offering  financial  solutions on a
single-country and 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, master lease coordination and other services,  such as helping end-users
increase  purchasing power through financing  options and helping  manufacturers
and vendors to offer leasing programs.  For financial reporting purposes,  EEF's
operating results are allocated to CEF and VFS.                                 

     EEF is subject to competition from various types of financial institutions,
including  leasing  companies,  commercial  and  investment  banks,  and finance
companies associated with manufacturers. Consolidation in the financial services
industry will create fewer but larger competitors.  EEF continues to be impacted
by  pricing  pressures,  slow  growth in some of its  markets,  and is  directly
affected  by the general  economic  conditions  within  country  economies.  Its
ability to effectively compete in a changing environment will be dependent upon,
among other things,  its ability to increase  productivity  and offer innovative
financial  products and services.  Operations are subject to varying  degrees of
regulation in several jurisdictions across the European continent.              

     EEF  operates  from  offices  in  the  United  Kingdom,   France,  Germany,
Switzerland,  Belgium, The Netherlands,  Ireland, Italy, Spain, Norway, Denmark,
Sweden and Finland, as well as having transaction capabilities in countries such
as Portugal. EEF headquarters are in Hounslow, England.                         

Heller Financial                                                                

     In October 2001, the Corporation  acquired Heller Financial,  Inc. ("Heller
Financial")  for  approximately   $5.3  billion.   At  December  31,  2001,  the
Corporation  reported  Heller  Financial  as a  stand-alone  entity  within  the
GE Commercial Finance  segment  due  to the  proximity  of  the  acquisition  to
year-end. During 2002, the Corporation will report Heller Financial's operations
with  those of the  Corporation's  businesses  with  which  they were  combined,
primarily CF, VFS and CEF. In addition, one of the strongest Heller Financial/GE
Capital synergies was achieved when their healthcare businesses were combined to
create a new  business to meet the  financial  needs of the  dynamic  healthcare
industry,  Healthcare  Financial  Services.  Overall,  Heller Financial provides
financing  solutions  to  middle-market  and small  business  clients  including
collateralized cash flow and asset based lending, secured real estate financing,
debt and lease equipment financing and small businesses financing.              

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     Heller Financial  originates  transactions in the United States through its
62 domestic  office  locations and  internationally  through a network of wholly
owned  subsidiaries  and  joint  venture  commercial  finance  companies  in  22
countries outside the United States. Heller Financial  concentrates primarily on
senior secured lending,  with  approximately 90% of consolidated  lending assets
and  investments  at  December  31,  2001  being  made  on  that  basis.  Heller
Financial's  primary clients and customers are entities in the manufacturing and
service sectors having annual sales generally in the range of $5 million to $250
million and in the real estate sector having  property  values  generally in the
range of $1 million to $40 million.                                             

     Heller Financial's markets are highly fragmented and extremely  competitive
and are characterized by competitive factors that vary by product and geographic
region.  Heller  Financial's  competitors  include commercial finance companies,
national and regional banks and thrift  institutions,  investment banks, leasing
companies, investment companies, and manufacturers and vendors. Heller Financial
competes primarily on the basis of pricing, terms, structure and service.       

     Heller  Financial's  operations  are  subject,  in  certain  instances,  to
supervision and regulation by state and federal governmental  authorities.  They
may also be subject to various laws and judicial  and  administrative  decisions
imposing  various  requirements  and  restrictions,  which,  among other things,
regulate  credit  granting  activities,  establish  maximum  interest  rates and
finance  charges,  restrict  foreign  ownership or  investment,  govern  secured
transactions and set collection,  foreclosure,  repossession and claims handling
procedures.                                                                     

Heller Financial headquarters are in Chicago, Illinois.               

Real Estate                                                                     

     GE Capital Real Estate ("Real Estate")  provides funds for the acquisition,
refinancing  and renovation of a wide range of apartment  buildings,  industrial
properties,   multi-family  housing,   retail  facilities  and  offices  located
throughout the United States,  Canada, Mexico, Europe and Asia. Real Estate also
provides  asset  management  services  to real  estate  investors  and  selected
services  to real  estate  owners.  Real  Estate is one of the  world's  leading
providers of capital and services to the global  commercial  real estate market,
providing  debt and  equity for real  estate  operators,  developers,  REITs and
opportunity  funds to allow  them to meet  their  acquisition,  refinancing  and
renovation needs.                                                               

     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.  Additionally, 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 asset  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.  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 and roofing).                    

     Competition  is  intense  in each of Real  Estate's  areas and  across  all
product  lines.   Competitors   include  local,   regional  and,   increasingly,
multi-national  lenders and  investors.  Important  competitive  factors in Real
Estate's  lending  activities  include  financing  rates,  loan  proceeds,  loan
structure and the ability to complete  transactions  quickly.  Where Real Estate
provides equity capital,  principal competitive factors include the valuation of
underlying  properties  and investment  structure as well as  transaction  cycle
time.                                                                           

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

Structured Finance Group                                                        

     GE Capital Structured Finance Group ("SFG") provides  innovative  financial
solutions through equity, debt and structured  investments to clients throughout
the world.  SFG's  clients  are  primarily  in the  energy,  telecommunications,
industrial and  transportation  sectors and range from household  names to early
stage businesses.                                                               

     SFG combines  industry and  technical  expertise to deliver a full range of
sophisticated  financial  services  and  products.  Services  include  corporate
finance,  acquisition  finance  and  project  finance  (construction  and term).
Products include a variety of debt and equity instruments, as well as structured
transactions,  including  leases and  partnerships.  SFG  manages an  investment
portfolio of approximately $17 billion.                                         

     SFG's  competition  is diverse and  global,  ranging  from large  financial
institutions to small niche capital providers. Additionally, two of SFG's client
industry segments,  telecommunications  and energy, are faced with extraordinary
challenges  fostered by deregulation,  globalization  and technical  innovation.
Both of these industries have been recently experiencing  significant volatility
in demand for their  products and  services.  The ability to remain  competitive
will require innovative and unique ways of providing capital,  based on industry
knowledge and  competitive  pricing,  as well as the ability to properly  assess
credit risks and effectively manage portfolios.                                 

     SFG  headquarters  are in  Stamford,  Connecticut,  and it has  offices  in
Chicago,  Illinois;  Houston,  Texas;  New York,  New York;  and San  Francisco,
California.  Internationally,  SFG is  represented  in London,  United  Kingdom;
Frankfurt, Germany; Milan, Italy; Tokyo, Japan; and Mexico City, Mexico.        

Vendor Financial Services                                                       

     GE Capital Vendor Financial Services ("VFS") provides  financial  solutions
and  services  to  over  100  equipment   manufacturers   and  more  than  4,500
dealers/distributors  in  North  America,  Europe  and Asia  (including  Japan),
enabling them to offer  financing  options to their  customers.  With nearly $20
billion in served assets,  VFS helps its partners focus on their core businesses
and improve  sales by  providing  flexible  financial  solutions  and  services.
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  captive  partnerships  from  manufacturers
that do (captive  partnerships  provide sales financing solely for products of a
given  manufacturer).  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 services.                                   

     In June 2001, VFS acquired the  Manufacturer  and Dealer Services  business
(MDS) of Mellon Leasing for approximately  $480 million.  MDS provides financial
services for office equipment and industrial equipment manufacturers.           

     In September  2001,  VFS signed a framework  agreement with Xerox to form a
Joint Venture,  Xerox Capital  Services.  Through this joint  venture,  VFS will
become the primary  financing  provider  for Xerox  customers  across the United
States.                                                                         

     An economic slowdown would impact the continued  expansion of the equipment
financing  industry,  intensifying a competitive pricing  environment,  pressure
delinquencies and residual  realizations,  and pressure any recourse obligations
from vendor  relationships.  The ability to remain competitive will depend upon,
among  other  things,  the ability to drive down costs  through the  significant
investment  in   productivity   initiatives  and  the  ability  to  continue  to
effectively  manage  its  spread  of  risk in  industry  sectors  and  equipment
categories in conjunction with vendor partners.                                 

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

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GE CONSUMER FINANCE                                                             

Card Services                                                                   

     GE Card Services ("CS") is a leading  provider of 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 offers  customized  private-label  credit  card  solutions  designed  to
attract  and retain  customers  for  retailers  such as JC  Penney,  ExxonMobil,
Wal-Mart,  The Home Depot,  Sam's Club, Macy's and Lowe's. 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. 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  financed  and  retailers  are  obliged to  maintain
insurance coverage for the merchandise financed.                                

     Additionally, CS 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.     

     CS  competes in the  unsecured  consumer  lending  market,  doing  business
principally  in the United States and Canada.  CS'  operations  are subject to a
variety of bank and consumer protection regulations.                            

     The unsecured  consumer lending market's  principal  methods of competition
are price,  servicing  capability  including Internet value added e-services and
risk management capability.  The unsecured consumer lending market is subject to
various risks including declining retail sales, increases in personal bankruptcy
filings, increasing payment delinquencies and rising interest rates.            

CS headquarters are in Stamford, Connecticut.                         

Global Consumer Finance                                                         

     GE Capital Global Consumer  Finance ("GCF") is a leading provider of credit
and insurance  products and 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,  Central and South America,  including
Tesco,  The Home  Depot,  Metro and  Wal-Mart,  as well as offering a variety of
direct-to-consumer  credit  programs  such as  consumer  loans,  auto  loans and
finance leases, mortgages, debt consolidation, bankcards and the distribution of
credit insurance.                                                               

     GCF provides  financing  to  consumers  through  operations  in  Argentina,
Australia,  Austria, Brazil, the Caribbean, the Czech Republic, Denmark, France,
Germany, Hong Kong, Hungary, India, Indonesia,  Italy, Japan, Korea, Mexico, New
Zealand, Norway, Poland, Portugal, Republic of Ireland, Slovakia, Spain, Sweden,
Switzerland, Taiwan, Thailand, and the United Kingdom.                          

     In March,  May and September  2001,  GCF closed  transactions  increasing a
former minority  interest in Budapest Bank in Hungary to a 99% majority holding.
Budapest Bank is a commercial and retail bank offering a variety of consumer and
small business financing products and new services such as electronic banking.  

     In June 2001, GCF acquired igroup Limited,  a leading  provider of mortgage
and debt  consolidation  products  to the UK market,  which is based in Watford,
England.                                                                        

     GCF's  operations are subject to a variety of bank and consumer  protection
regulations  in their  respective  jurisdictions  and a number of countries have
ceilings on rates chargeable to consumers in financial service transactions. The
consumer  lending market is also subject to the risk of declining  retail sales,
changes  in  interest  and  currency  exchange  rates,   increases  in  personal
bankruptcy filings and payment delinquencies.                                   

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     The businesses in which GCF engages are subject to competition from various
types of financial  institutions  including commercial banks, leasing companies,
consumer loan companies,  independent finance companies,  manufacturers' captive
finance companies, and insurance companies. Cross selling multiple products into
its customer base is a critical success factor for GCF.                         

GCF headquarters are in Stamford, Connecticut.                        

GE EQUIPMENT MANAGEMENT                                                         

Fleet Services                                                                  

     GE Capital Fleet Services  ("Fleet") is one of the leading  corporate fleet
management companies with operations in North America,  Europe,  Australia,  New
Zealand and Japan and has  approximately 1.2 million cars and trucks under lease
and service  management.  Fleet offers  finance and operating  leases to several
thousand customers. The business via Web applications and other unique channels,
delivers  productivity  solutions that drive commercial  vehicle cost savings to
company fleets of all sizes.                                                    

     The primary product in North America is a terminal rental adjustment clause
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  Fleet  assumes
residual risk. In addition to the services  directly  associated with the lease,
Fleet offers value-added fleet management services designed to reduce customers'
total fleet management costs.  These services include,  among others,  web-based
vehicle  ordering  and  reporting,  maintenance  management  programs,  accident
services,  national  account  purchasing  programs,  fuel  programs,  title  and
licensing services and strategic cost analysis consulting. Fleet's customer base
is diversified  with respect to industry and geography and includes many Fortune
500 companies.                                                                  

     Fleet  competes  both  on a local  and  global  basis  with  other  leasing
businesses of various sizes as well as automobile manufacturers in some parts of
the world.  The industry is  dependent  upon the  attractiveness  of leasing and
fleet management as a viable alternative for customers, along with the stability
of new and used car  prices.  Future  success  will  depend  upon the ability to
maintain a large and diverse customer portfolio,  to estimate used car prices as
well as mitigate the impact of fluctuations in those prices,  and to continue to
understand and deliver unique product and service  offerings to the customers in
the most efficient and cost effective manner possible.                          

Fleet headquarters are in Eden Prairie, Minnesota.                    

Penske Truck Leasing                                                            

     GE  Capital  is  a  limited  partner  in  Penske  Truck  Leasing  Co.  L.P.
("Penske"),  which is a leading  provider  of  full-service  truck  leasing  and
commercial  and consumer  truck rental in the United  States and Canada.  Penske
operates  through a national  network of  full-service  truck leasing and rental
facilities.  At December 31, 2001, Penske had a fleet of about 145,000 tractors,
trucks and  trailers  in its  leasing and rental  fleets and  provided  contract
maintenance  programs or other  support  services  for about  50,000  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.                                                                

     In February 2001,  Penske  acquired  Rollins Truck Leasing  Corporation for
approximately  $2  billion  in cash and  assumed  debt.  Rollins  Truck  Leasing
Corporation  was one of the  largest  national  full-service  truck  leasing and
rental companies, with locations in the United States and Canada.               

     Penske competes with several other companies  conducting  nationwide  truck
leasing  and  rental  operations,  a large  number  of  regional  truck  leasing
companies,  many similar companies operating primarily on a local basis and both
local and nationwide common and contract carriers.                              

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     On a nationwide basis, Penske offers full-service truck leasing, commercial
and consumer rental and logistics services. In its leasing and support services,
Penske competes primarily on the basis of customer service. Geographic location,
price and equipment  availability are also important competitive factors in this
business.  In its consumer rental  operations,  Penske competes primarily on the
basis  of  equipment  availability,  price,  geographic  location  and  customer
service.                                                                        

Penske headquarters are in Reading, Pennsylvania.                     

Rail Services                                                                   

     GE Capital Rail 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 and  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.                              

     Traditional  competitors  include railroads,  stand-alone leasing companies
and other owners of railcar  fleets,  diversified  financial  institutions,  and
railcar  builders.  Customers  who  lease  railcars  also  have  the  choice  of
purchasing them,  either outright or through a financial sale.  Certain segments
of the North American  railcar  leasing  industry  continue to be affected by an
oversupply of cars.  Ongoing  technology  changes in car design and capacity are
also  impacting  car supply.  In Europe,  liberalization  and  privatization  of
national  railroads  continue  to  significantly  impact the rail  industry.  In
addition,  on both  continents,  changes in supply  and  demand for  commodities
shipped by rail also impact the demand for cars.  In that  regard,  the trucking
industries on both continents  continue to make inroads into traditional haulage
by rail.                                                                        

     The interaction and timing of these forces across the portfolio of cars can
impact the  profitability  of GERSCO.  The  ability to remain  competitive  will
require the  commitment to constant  productivity  gains and  improvement in its
breadth and quality of service  through the  implementation  of  technology  and
process improvements.                                                           

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

Transport International Pool/Modular Space                                      

     In April, 1999,  Transport  International Pool and GE Capital Modular Space
were consolidated to generate cost savings and management synergies. This merger
has  resulted  in  the  elimination  of  duplicate  support  functions  and  the
integration of back offices.                                                    

     Transport  International  Pool  ("TIP")  is one of the  global  leaders  in
renting, leasing, selling and financing transportation equipment. With more than
40 years of  experience in the renting,  leasing and selling of trailers,  TIP's
mission  is to provide  customers  with  products  and  services  that help them
increase productivity and lower operating costs. TIP's fleet of over 390,000 dry
freight,   refrigerated  and  double  vans,  flatbeds,  intermodal  assets,  and
specialized  trailers  is  available  for rent,  lease or  purchase  at over 200
locations in the United States,  Europe,  Canada,  and Mexico.  TIP's commercial
vehicle fleet of over 35,000 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's  competitive   environment  is  made  up  of  a  few  large  national
competitors and many smaller,  often changing regional  players.  TIP is a major
participant  in the  transportation  renting,  leasing,  selling  and  financing
market.  The industry is characterized  by thin operating  margins and continued
consolidation  of  companies,  with their  volume  driven by the gross  domestic
product and their costs affected by fuel prices and driver labor. The ability to
remain competitive will require the continued expansion of value-added  services
around the core  business  of  renting,  leasing  and  financing  transportation
equipment.                                                                      

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     GE Capital Modular Space ("Modular  Space") provides  commercial mobile and
modular  structures  for rental,  lease and sale from over 100 facilities in the
United  States,  Europe,  Canada and Mexico.  The  buildings  are provided  with
flexible customized financing, turnkey services and dedicated local sales staff.
The  primary  markets  served  include  construction,   education,   healthcare,
financial, commercial,  institutional and government. Modular Space products are
available  as  custom  mobile  and  modular  buildings,   designed  to  customer
specifications,  or are  available  through  the  Modular  Space  stock fleet of
approximately 120,000 mobile and modular units.                                 

     Competition   consists   primarily  of  national   modular   companies  and
regional/local competitors who provide services in selected territories. Modular
Space  also  competes  with  construction   companies  on  permanent   structure
opportunities. Competitive factors for rental and lease customers include price,
condition and  availability  of local fleet.  Factors for custom and fleet sales
opportunities include price, alternative solutions, and delivery.               

     TIP/Modular  Space have  offices in North  America  and  Europe.  The world
headquarters for TIP/Modular Space are in Devon, Pennsylvania. TIP/Modular Space
European headquarters and pooled accounting service center are in Amsterdam, The
Netherlands,  and a commercial  vehicle operation and  administrative  center is
located in Manchester, England.                                                 

GE INSURANCE                                                                    

     In  addition  to GE Global  Insurance  Holdings  (discussed  above),  GECS'
principal insurance businesses are as follows.                                  

Financial Guaranty Insurance Company                                            

     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 in force  guaranteed  principal,  after
reinsurance,  amounted  to  approximately  $174  billion at December  31,  2001.
Approximately  84% of the business  written 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.                               

     The municipal bond insurance  business is fairly mature.  This  environment
requires FGIC to place increasing  emphasis on strategies that differentiate its
offerings.  Additionally, the stable nature of the industry continues to attract
interest from potential new competitors, such as multi-line insurance companies.
Important   factors   to   continued   success   include    maintaining   strong
capitalization,   superior  customer  service  and  competitive  pricing.       

FGIC headquarters are in New York, New York.                          

GE Financial Assurance                                                          

     GE Financial  Assurance  ("GEFA")  provides  consumers  financial  security
solutions  by selling a wide variety of  insurance,  investment  and  retirement
products, payment protection insurance and income protection packages, primarily
in North America, Europe and Asia. These products help consumers invest, protect
and retire and are sold  through a family of  regulated  insurance  and  annuity
affiliates.  GEFA's  principal  product  lines  in  North  America  and Asia are
annuities  (deferred  and  immediate,   fixed  and  variable),   life  insurance
(universal, term, ordinary and group), guaranteed investment contracts including
funding  agreements,  long-term care insurance,  accident and health  insurance,
personal lines of automobile insurance and consumer club memberships.           

     GEFA's  principal   product  lines  and  services  in  Europe  are  payment
protection   insurance   (designed   to  protect   customers'   loan   repayment
obligations),  personal  investment  products,  and travel and personal accident
insurance,  as well as management of uninsured  loss claims on behalf of victims
of traffic accidents.                                                           

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     GEFA's  product   distribution  in  North  America,   Europe  and  Asia  is
accomplished primarily through four channels:  intermediaries (brokerage general
agencies,  banks and securities  brokerage  firms),  dedicated  sales forces and
financial advisors,  worksites, and direct and affinity based marketing (through
the Internet, telemarketing, and direct mail).                                  

     GEFA's  principal  operating  affiliates  include General  Electric Capital
Assurance  Company,  First  Colony Life  Insurance  Company,  Federal  Home Life
Insurance  Company,  GE Life and  Annuity  Assurance  Company,  GE  Edison  Life
Insurance Company, GE Insurance Holdings Limited and GE Life Group Limited.     

     GEFA recognizes that  consolidation in the financial services industry will
create  fewer  but  larger   competitors.   GEFA  believes  that  the  principal
competitive factors in the sale of insurance and investment products are product
features,  commission  structure,  perceived  stability of the  insurer,  claims
paying ability ratings,  service,  name recognition,  price and cost efficiency.
GEFA's  ability to compete is  affected  by its  ability to provide  competitive
products and quality service to the consumer, general agents, licensed insurance
agents and brokers;  to maintain  operating scale; and to continually reduce its
expenses through the elimination of duplicate functions and enhanced technology.

     Many of GEFA's activities are regulated by a variety of insurance and other
regulators.                                                                     

GEFA headquarters are in Richmond, Virginia.                          

Mortgage Insurance                                                              

     GE Capital Mortgage Insurance ("Mortgage  Insurance") helps families become
homeowners  by  smoothing  the  way for  customers  to  obtain  low-down-payment
mortgages while protecting  lenders and investors  against the risks of default.
It  enables   more  than  a  quarter   million   families  per  year  to  obtain
low-down-payment  mortgages  and  now has a  no-down-payment  product  as  well.
Mortgage  Insurance is engaged  principally  in providing  residential  mortgage
guaranty insurance in the United States,  United Kingdom,  Canada and Australia.
At December 31, 2001,  Mortgage Insurance was the mortgage insurance carrier for
over 1.9 million  residential  homes,  with total insurance in force aggregating
approximately $184 billion and total risk in force aggregating approximately $80
billion. When a valid claim is received,  Mortgage Insurance either pays up to a
guaranteed  percentage based on the specified coverage, or pays the mortgage and
delinquent interest, taking title to the property and arranging for its sale.   

     The  mortgage   insurance  industry  is  sensitive  to  the  interest  rate
environment and housing market  conditions.  The mortgage  insurance industry is
intensely  competitive as excess market  capacity  seeks to underwrite  business
being  generated from a consolidating  customer base. In addition,  considerable
influence  is exerted on the industry by two  government-sponsored  enterprises,
which buy the majority of the loans insured by mortgage insurers.               

Mortgage Insurance headquarters are in Raleigh, North Carolina.       

OTHER                                                                           

     Other includes GECS  activities and businesses  that  management has chosen
not to allocate to one of the four GECS segments.  The largest businesses within
Other are as follows:                                                           

American Communications                                                         

     GE American  Communications  ("Americom")  engaged primarily as a satellite
service  supplier to a diverse array of  customers,  including the broadcast and
cable TV industries,  as well as broadcast  radio.  It also supplied  integrated
communications  services for government and commercial customers.  Americom also
operated communications  satellites and maintained a supporting network of earth
stations,  central  terminal  offices,  and  telemetry,   tracking  and  control
facilities.                                                                     

     On November 9, 2001, GECS exchanged the stock of Americom and other related
assets  and  liabilities  for a  combination  of cash and  stock  in SES  Global
("SES"), a leading satellite company. As a result of the transaction, GE Capital
now  owns  30.7% of the  combined  operations  of both  Americom  and  SES.  The
investment in the combined entity is now part of the Structured Finance Group.  

Americom headquarters were in Princeton, New Jersey.                  

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Auto Financial Services                                                         

     GE Capital Auto Financial  Services ("AFS") provided  financial services in
North America to automobile dealers,  manufacturers,  banks, financing companies
and the consumer customers of those entities,  both through traditional channels
and through the Internet.  In the United States,  AFS was a leading  independent
provider of leases for new and used motor  vehicles and of  non-prime  financing
products.  In addition,  AFS offered  inventory  financing  programs,  off-lease
vehicle sales,  productivity  enhancing Internet solutions,  and direct loans to
the industry.                                                                   

     On November 29, 2000, AFS announced its decision to discontinue originating
new lease, loan and commercial  transactions  effective  December 1, 2000. Since
that date, AFS operations have consisted of servicing their existing  portfolios
and re-marketing off-lease vehicles.                                            

AFS headquarters are in Barrington, Illinois.                         

GE Equity                                                                       

     GE Equity  purchases  equity  investments  in  early-stage,  early  growth,
pre-IPO companies with a primary objective of long-term capital appreciation. GE
Equity's  portfolio  consists  primarily of direct  investments  in  convertible
preferred and common stocks in both public and private companies; GE Equity also
participates in certain investment limited partnerships.  The portfolio includes
investments  in the  technology  and  communications,  media and  entertainment,
business services,  financial services and healthcare sectors.  The portfolio is
geographically  diversified  with  investments  located  throughout  the  United
States, as well as in Latin America, Europe and Asia.                           

     GE Equity  operates in a highly  competitive  environment and competes with
other  domestic  and  foreign   institutions.   Competitors   include  corporate
investors,  private equity firms, investment banking companies, and a variety of
other  financial  services  and advisory  companies.  GE Equity seeks to develop
meaningful  business  relationships  with  investees by offering GE's network of
brands,  services and management expertise.  GE Equity's competitive environment
is subject to the cyclical  nature of the  industries  it invests in, as well as
the momentum in the stock market.                                               

GE Equity headquarters are in Stamford, Connecticut.                  

GE SeaCo                                                                        

     GE SeaCo SRL ("GE  SeaCo") is a joint  venture  between GE Capital  and Sea
Containers  Ltd., which operates the combined marine container fleets of Genstar
Container Corporation ("Genstar") and Sea Containers Ltd. GE SeaCo is one of the
world's largest  lessors of marine shipping  containers with a combined fleet of
over  900,000  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.                 

     The marine  container  leasing  industry  continues  to be cyclical  due to
periods  of excess  capacity  and  changes  in trade  volumes.  Further  risk is
attributable  to the  lessees,  which  are the major  steamship  lines and which
exhibit  cyclical  results and generally weak financial  condition,  exposing GE
SeaCo to customer  credit risk.  GE SeaCo is subject to asset value  compression
resulting from declining new container prices and positioning risk attributed to
the increased use of one-way leases.                                            

GE SeaCo headquarters are in Bridgetown, Barbados.                    

Information Technology Solutions                                                

     GE Capital Information  Technology Solutions ("IT Solutions") is a 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 13  countries.  During 2001,  IT  Solutions  exited,
including  through sales of portions of business units, its operations in France
and the United Kingdom.                                                         

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     The worldwide  competition in information  technology products and services
is intense.  Competition  is very active in all  products and services and comes
from a number of principal manufacturers and other distributors and resellers of
information  technology  products.  Markets for products and services are highly
price   competitive.   Additionally,   many   information   technology   product
manufacturers  are bypassing  traditional  information  technology  resellers in
favor of direct manufacturer relationships with the ultimate end-users.         

     IT Solutions'  North American  headquarters are in Newport,  Kentucky;  its
European headquarters are in Munich, Germany.                                   

Mortgage Services                                                               

     GE Capital Mortgage Services,  Inc. ("Mortgage Services") 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.  Mortgage Services obtained servicing through the origination and
purchase of mortgage  loans and servicing  rights,  and  primarily  packaged the
loans it originated and purchased into mortgage-backed  securities which it sold
to investors. Mortgage Services also originated and serviced home equity loans. 

     On September 29, 2000,  Mortgage  Services  closed on a transaction  with a
major mortgage company, which is owned by a major national bank holding company,
to subservice  Mortgage Services'  mortgage  servicing  portfolio and to acquire
Mortgage  Services'  servicing  facility  and  mortgage  origination   business.
Mortgage Services retains its financial interest in the servicing  portfolio and
the related assets, which are now being managed by GE Capital Mortgage Insurance
(see page 11),  and the results of which are now  included  in the GE  Insurance
segment. As a result of this transaction,  Mortgage Services exited the business
of originating, purchasing and selling of residential mortgage loans.           

Wards                                                                           

     GECS acquired  control of  Montgomery  Ward,  LLC ("Wards")  from August 2,
1999, upon Wards emergence from bankruptcy reorganization, to December 28, 2000,
when Wards again filed for bankruptcy protection.  The retailer is substantially
liquidated.                                                                     

13

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		9/17/02
		12/31/01		1		11			10-K
		11/9/01		11
		7/2/01		1
		12/28/00		13
		12/1/00		12
		11/29/00		12
		9/29/00		13
		8/2/99		13
									List all Filings