UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



|FORM 10-Q
|---------



|(Mark One) |  |                                                                                                                                                                                     
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[x]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES
      EXCHANGE ACT OF 1934                                                                                 
|           |  | For the quarterly period ended June 30, 2003
      
      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 incorporation or organization)                                                                                                                 |  | (I.R.S. Employer Identification No.)
|260 Long Ridge Road, Stamford, CT(Address of principal executive offices)                                                                                                      |  | 06927(Zip Code)                     
|                                                                                                                                                                               |  |                                     
|(Registrant's telephone number, including area code)(203)
      357-4000
      
      (Former name, former address and former fiscal year, if
      changed since last report)

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 whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [x ]

At July 31, 2003, 1,064 shares of common stock with a par value
of $1,000
were outstanding.

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

(1)

---



General Electric Capital Services, Inc.

|Part I – Financial Information                                                                            |  | Page
|--------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                          |  |     
|Item 1. Financial Statements                                                                              |  |     
|Condensed
      Statement of Current and Retained Earnings                                                |  | 3   
|Condensed
      Statement of Financial Position                                                           |  | 4   
|Condensed
      Statement of Cash Flows                                                                   |  | 5   
|Notes
      to Condensed, Consolidated Financial Statements (Unaudited)                                   |  | 6   
|Item
      2. Management's Discussion and Analysis of Results of Operations and
      Financial Condition |  | 9   
|Item
      4. Controls and Procedures                                                                     |  | 22  
|                                                                                                          |  |     
|Part II – Other Information                                                                               |  |     
|                                                                                                          |  |     
|Item
      6. Exhibits and Reports on Form 8-K                                                            |  | 23  
|Signatures                                                                                                |  | 24  
|                                                                                                          |  |     



Forward-Looking Statements

This document includes certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements are based on our current expectations and are
subject to uncertainty and changes in circumstances. Actual results may differ
materially from these expectations due to changes in global political, economic,
business, competitive, market and regulatory factors.

(2)

---

Part I. Financial Information

Item 1. Financial Statements

Condensed Statement of Current and Retained Earnings
General Electric Capital Services, Inc. and consolidated affiliates

(Unaudited)

|                                                                     | Second quarter
      ended June 30 |        | Six months
      ended June 30 |  
|-------------------------------------------------------------------- | ---------------------------------- | ------ | ------------------------------ | -
|                                                                     |                                    |        |                                |  
|(Dollars in millions)                                                | 2003                               |        | 2002                           |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Revenues from services                                               | $                                  | 15,319 |                                | $
|Sales of goods                                                       |                                    | 568    |                                |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Total revenues                                                       |                                    | 15,887 |                                |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Interest                                                             |                                    | 2,533  |                                |  
|Operating and administrative                                         |                                    | 4,610  |                                |  
|Cost of goods sold                                                   |                                    | 465    |                                |  
|Insurance losses and policyholder and annuity benefits               |                                    | 4,256  |                                |  
|Provision for losses on financing receivables                        |                                    | 978    |                                |  
|Depreciation and amortization of equipment on operating
      leases |                                    |        |                                |  
|(including buildings and
      equipment)                            |                                    | 1,121  |                                |  
|Minority interest in net earnings of consolidated
      affiliates   |                                    | 25     |                                |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Total costs and expenses                                             |                                    | 13,988 |                                |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Earnings before income taxes and accounting changes                  |                                    | 1,899  |                                |  
|Provision for income taxes                                           |                                    | (297   | )                              |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Earnings before accounting changes                                   |                                    | 1,602  |                                |  
|Cumulative effect of accounting changes (note 4)                     |                                    | –      |                                |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Net earnings                                                         |                                    | 1,602  |                                |  
|                                                                     |                                    |        |                                |  
|Dividends                                                            |                                    | (159   | )                              |  
|Retained earnings at beginning of period                             |                                    | 27,825 |                                |  
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|Retained earnings at end of period                                   | $                                  | 29,268 |                                | $
|                                                                     |                                    |        |                                |  
|                                                                     |                                    |        |                                |  
|See "Notes to Condensed, Consolidated Financial
      Statements."   |                                    |        |                                |  

(3)

---



Condensed Statement of Financial Position
General Electric Capital Services, Inc. and consolidated affiliates

|(Dollars in millions)                                                                                                                                 | June 30, 2003 |         | December 31, 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------- | -----------------
|                                                                                                                                                      |               |         |                  
|                                                                                                                                                      | (Unaudited)   |         |                  
|                                                                                                                                                      |               |         |                  
|Cash and equivalents                                                                                                                                  | $             | 5,811   |                  
|Investment securities                                                                                                                                 |               | 109,033 |                  
|Financing receivables:                                                                                                                                |               |         |                  
|Time sales and loans, net of
      deferred income                                                                                                    |               | 159,655 |                  
|Investment in financing
      leases, net of deferred income                                                                                          |               | 60,206  |                  
|                                                                                                                                                      |               |         |                  
|                                                                                                                                                      |               | 219,861 |                  
|Allowance for losses on
      financing receivables                                                                                                   |               | (6,104  | )                
|                                                                                                                                                      |               |         |                  
|Financing receivables – net                                                                                                                           |               | 213,757 |                  
|Insurance receivables                                                                                                                                 |               | 28,865  |                  
|Other receivables – net                                                                                                                               |               | 14,627  |                  
|Inventories                                                                                                                                           |               | 181     |                  
|Equipment on operating leases (at cost) including
      buildings and
           equipment, less accumulated amortization of $14,710 and      $13,503 |               | 36,217  |                  
|Intangible assets                                                                                                                                     |               | 23,639  |                  
|Other assets                                                                                                                                          |               | 72,956  |                  
|Assets held for sale (note 5)                                                                                                                         |               | 22,235  |                  
|                                                                                                                                                      |               |         |                  
|Total assets                                                                                                                                          | $             | 527,321 |                  
|                                                                                                                                                      |               |         |                  
|                                                                                                                                                      |               |         |                  
|Short-term borrowings                                                                                                                                 | $             | 129,906 |                  
|Long-term borrowings                                                                                                                                  |               |         |                  
|Senior                                                                                                                                                |               | 163,185 |                  
|Subordinated                                                                                                                                          |               | 1,182   |                  
|Insurance liabilities, reserves and annuity benefits                                                                                                  |               | 120,899 |                  
|All other liabilities                                                                                                                                 |               | 34,015  |                  
|Deferred income taxes                                                                                                                                 |               | 11,025  |                  
|Liabilities associated with assets held for sale (note 5)                                                                                             |               | 19,768  |                  
|                                                                                                                                                      |               |         |                  
|                                                                                                                                                      |               |         |                  
|Total liabilities                                                                                                                                     |               | 479,980 |                  
|                                                                                                                                                      |               |         |                  
|                                                                                                                                                      |               |         |                  
|Minority interest in equity of consolidated affiliates                                                                                                |               | 4,400   |                  
|                                                                                                                                                      |               |         |                  
|Accumulated gains/(losses) – net                                                                                                                      |               |         |                  
|Investment securities                                                                                                                                 |               | 4,451   |                  
|Currency translation
      adjustments                                                                                                                |               | 82      |                  
|Derivatives qualifying as
      hedges                                                                                                                |               | (3,130  | )                
|                                                                                                                                                      |               |         |                  
|Accumulated non-owner changes other than earnings                                                                                                     |               | 1,403   |                  
|Capital stock                                                                                                                                         |               | 11      |                  
|Additional paid-in capital                                                                                                                            |               | 12,259  |                  
|Retained earnings                                                                                                                                     |               | 29,268  |                  
|                                                                                                                                                      |               |         |                  
|Total share owner's equity                                                                                                                            |               | 42,941  |                  
|                                                                                                                                                      |               |         |                  
|                                                                                                                                                      |               |         |                  
|Total liabilities and equity                                                                                                                          | $             | 527,321 |                  
|                                                                                                                                                      |               |         |                  
|                                                                                                                                                      |               |         |                  
|See "Notes to Condensed, Consolidated Financial
      Statements."                                                                                    |              

(4)

---





Condensed Statement of Cash Flows
General Electric Capital Services, Inc. and consolidated affiliates

|                                                                                                                                                                                                                                                                       | Six months ended
      June 30 (Unaudited) |         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------
|                                                                                                                                                                                                                                                                       |                                            |         
|(Dollars in millions)                                                                                                                                                                                                                                                  | 2003                                       |         
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash Flows – Operating Activities                                                                                                                                                                                                                                      |                                            |         
|Net earnings                                                                                                                                                                                                                                                           | $                                          | 3,272   
|Adjustments to reconcile net earnings to cash provided
      from
           operating activities                                                                                                                                                                      |                                            |         
|Cumulative
      effect of accounting changes                                                                                                                                                                                                                          |                                            | –       
|Provision
      for losses on financing receivables                                                                                                                                                                                                                    |                                            | 1,738   
|Depreciation
      and amortization of equipment on
                     operating
      leases (including buildings and equipment)                                                                                                                                    |                                            | 2,232   
|All other operating activities                                                                                                                                                                                                                                         |                                            | 508     
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash from operating activities                                                                                                                                                                                                                                         |                                            | 7,750   
|                                                                                                                                                                                                                                                                       |                                            |         
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash Flows – Investing Activities                                                                                                                                                                                                                                      |                                            |         
|Increase in loans to customers                                                                                                                                                                                                                                         |                                            | (110,007
|Principal collections from customers – loans                                                                                                                                                                                                                           |                                            | 101,495 
|Investment in equipment for financing leases                                                                                                                                                                                                                           |                                            | (9,856  
|Principal collections from customers – financing leases                                                                                                                                                                                                                |                                            | 9,954   
|Net change in credit card receivables                                                                                                                                                                                                                                  |                                            | (1,757  
|Equipment on operating leases (including buildings and
      equipment):                                                                                                                                                                                               |                                            |         
|– additions                                                                                                                                                                                                                                                            |                                            | (3,202  
|– dispositions                                                                                                                                                                                                                                                         |                                            | 2,509   
|Payments for principal businesses purchased, net of cash
      acquired                                                                                                                                                                                                |                                            | (8,083  
|Purchases of securities by insurance and annuity
      businesses                                                                                                                                                                                                      |                                            | (27,531 
|Dispositions of securities by insurance and annuity
      businesses                                                                                                                                                                                                   |                                            | 25,229  
|All other investing activities                                                                                                                                                                                                                                         |                                            | (2,555  
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash used for investing activities                                                                                                                                                                                                                                     |                                            | (23,804 
|                                                                                                                                                                                                                                                                       |                                            |         
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash Flows – Financing Activities                                                                                                                                                                                                                                      |                                            |         
|Net decrease in borrowings (maturities 90 days or less)                                                                                                                                                                                                                |                                            | (4,075  
|Newly issued debt – short-term (91-365 days)                                                                                                                                                                                                                           |                                            | 738     
|Newly issued debt – long-term senior                                                                                                                                                                                                                                   |                                            | 36,234  
|Proceeds – non-recourse, leveraged lease debt                                                                                                                                                                                                                          |                                            | 168     
|Repayments and other reductions – short-term (91-365
      days)                                                                                                                                                                                                       |                                            | (16,341 
|Repayments and other reductions – long-term senior debt                                                                                                                                                                                                                |                                            | (1,518  
|Principal payments – non-recourse, leveraged lease debt                                                                                                                                                                                                                |                                            | (521    
|Proceeds from sales of investment contracts                                                                                                                                                                                                                            |                                            | 4,443   
|Cash acquired in assumption of liabilities for policy
      holder benefits                                                                                                                                                                                            |                                            | –       
|Redemption of investment contracts                                                                                                                                                                                                                                     |                                            | (4,237  
|Dividends paid                                                                                                                                                                                                                                                         |                                            | (328    
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash from financing activities                                                                                                                                                                                                                                         |                                            | 14,563  
|                                                                                                                                                                                                                                                                       |                                            |         
|                                                                                                                                                                                                                                                                       |                                            |         
|Increase (decrease) in cash and equivalents                                                                                                                                                                                                                            |                                            | (1,491  
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash and equivalents at beginning of year                                                                                                                                                                                                                              |                                            | 7,918   
|                                                                                                                                                                                                                                                                       |                                            |         
|                                                                                                                                                                                                                                                                       |                                            |         
|Cash and equivalents at June 30 (a)                                                                                                                                                                                                                                    | $                                          | 6,427   
|                                                                                                                                                                                                                                                                       |                                            |         
|                                                                                                                                                                                                                                                                       |                                            |         
|(a) Cash and equivalents at June 30, 2003 includes
        $616 million of cash classified as assets held for sale in the Condensed
        Statement of Financial Position (see note 5).
        See "Notes to Condensed, Consolidated Financial
        Statements." |                                           

(5)

---





Notes to Condensed, Consolidated Financial Statements
(Unaudited)

1. The accompanying condensed,
consolidated quarterly financial statements represent the consolidation of
General Electric Capital Services, Inc. and all of our affiliates (GECS) –
companies that we directly or indirectly control (consolidated affiliates),
including General Electric Capital Corporation (GE Capital) and GE Global
Insurance Holding Corporation (GE Global Insurance Holding), the parent of
Employers Reinsurance Corporation (ERC). We reclassified certain prior year
amounts to conform to the current period presentation.

2. The condensed, consolidated
quarterly financial statements are unaudited. These statements include all
adjustments (consisting of normal recurring accruals) that we considered
necessary to present a fair statement of the results of operations, financial
position and cash flows. The results reported in these condensed, consolidated
quarterly financial statements should not be regarded as necessarily indicative
of results that may be expected for the entire year. We label our quarterly
information using a calendar convention, that is, first quarter is consistently
labeled as ending on March 31, second quarter as ending on June 30, and third
quarter as ending on September 30. It is our longstanding practice to establish
actual interim closing dates using a "fiscal" calendar, which requires
our businesses to close their books on a Saturday in order to normalize the
potentially disruptive effects of quarterly closings on business processes. The
effects of this practice are modest and only exist within a reporting year. The
fiscal closing calendar from 1993 through 2013 is available on our Web site,
www.ge.com/en/company/investor/secreports.htm.

3. In November 2002, the Financial
Accounting Standards Board (FASB) issued Financial Interpretation No. (FIN) 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. Among other things, the Interpretation
requires guarantors to recognize, at fair value, their obligations to stand
ready to perform under certain guarantees. FIN 45 became effective for
guarantees issued or modified on or after January 1, 2003 and had an
inconsequential effect on our financial position as of June 30, 2003 and results
of operations for the second quarter and the first six months of 2003.

FIN 46, Consolidation of
Variable Interest Entities is effective for us on July 1, 2003. Based on the
new criteria in the Interpretation, we will consolidate certain entities in our
third quarter financial statements. While FIN 46 represents a significant change
in accounting principles governing consolidation, it does not change the
economic or legal characteristics of asset sales. Important considerations that
differentiate FIN 46 entities from others included in our consolidated
statements include the following:

- A majority of the assets in FIN 46 entities were previously owned by us.
    We normally provide financial support to these entities; while the nature of
    that support differs from entity to entity, it is generally the reason that
    consolidation is required under FIN 46.
- The assets we sold to FIN 46 entities remain legally isolated and our use
    of the assets is often restricted.
- Liabilities of FIN 46 entities are expected to be repaid with cash flows
    generated by the related assets.

We will consolidate approximately
$36 billion of securitized assets at transition and approximately $15 billion of
investment securities related to guaranteed investment contracts. Assets and
liabilities in FIN 46 entities differ from other consolidated assets and
liabilities, thus our future financial statements will distinguish assets and
liabilities that are included solely as a result of FIN 46. Because we will not
sell any additional assets to these consolidated FIN 46 entities, these balances
will decrease as the assets mature. Our July 1, 2003, consolidation of FIN 46
entities resulted in a $0.4 billion after-tax charge that will be reported as an
accounting change in our third quarter results.

(6)

---

4. The FASB's Statement of
Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible
Assets, generally became effective for us on January 1, 2002. Under SFAS
142, goodwill is no longer amortized but is tested for impairment using a fair
value methodology. We stopped amortizing goodwill effective January 1, 2002.

Under SFAS 142, we were required to test all existing goodwill
for impairment as of January 1, 2002, on a "reporting unit" basis. A
reporting unit is the operating segment unless, at businesses one level below
that operating segment (the "component" level), discrete financial
information is prepared and regularly reviewed by management, in which case such
component is the reporting unit.

A fair value approach is used to
test goodwill for impairment. An impairment charge is recognized for the amount,
if any, by which the carrying amount of goodwill exceeds its fair value. We
established fair values using discounted cash flows. When available and as
appropriate, we use comparative market multiples to corroborate discounted cash
flow results.

The result of testing goodwill
impairment in accordance with SFAS 142, as of January 1, 2002, was a non-cash
charge of $1,204 million ($1,015 million after tax), which is reported in the
caption "Cumulative effect of accounting changes." Substantially all
of the charge relates to the IT Solutions business and the GE Auto and Home
business, a direct subsidiary of GE Financial Assurance. Factors contributing to
the impairment charge were the difficult economic environment in the information
technology sector and heightened price competition in the auto insurance
industry. No impairment charge had been required under our previous goodwill
impairment policy, which was based on undiscounted cash flows.

Intangibles Subject To Amortization

|                                                                                                                                                                                                                                                     | At June 30, 2003                  |        | At December 31, 2002           |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ------ | ------------------------------ | -
|                                                                                                                                                                                                                                                     |                                   |        |                                |  
|(Dollars in millions)                                                                                                                                                                                                                                | Gross
      carrying
      amount |        | Accumulated
      amortization |  
|                                                                                                                                                                                                                                                     |                                   |        |                                |  
|Present value of future profits (PVFP)                                                                                                                                                                                                               | $                                 | 4,540  |                                | $
|Capitalized software                                                                                                                                                                                                                                 |                                   | 1,457  |                                |  
|Servicing assets (a)                                                                                                                                                                                                                                 |                                   | 3,597  |                                |  
|Patents, licenses and other                                                                                                                                                                                                                          |                                   | 980    |                                |  
|                                                                                                                                                                                                                                                     |                                   |        |                                |  
|Total                                                                                                                                                                                                                                                | $                                 | 10,574 |                                | $
|                                                                                                                                                                                                                                                     |                                   |        |                                |  
|                                                                                                                                                                                                                                                     |                                   |        |                                |  
|(a)      Servicing assets, net
        of accumulated amortization, are associated primarily with serviced
        residential mortgage loans amounting to $22 billion and $33 billion at
        June 30, 2003 and December 31, 2002, respectively. |                                  

Amortization expense related to
amortizable intangible assets for the second quarters ended June 30, 2003 and
2002, was $162 million and $451 million, respectively.  Amortization
expense related to amortizable intangible assets for the first six
months ended June 30, 2003 and 2002, was $460 million and $721 million, respectively. The
estimated percentage of the December 31, 2002, net PVFP balance (adjusted for
assets held for sale) to be amortized over each of the next five years follows.



|2003 |   |  | 2004 |   |  | 2005 |   |  | 2006 |   |  | 2007 |  
|---- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|     |   |  |      |   |  |      |   |  |      |   |  |      |  
|8.0  | % |  | 7.6  | % |  | 7.3  | % |  | 6.8  | % |  | 6.4  | %

Amortization expense for PVFP in
future periods will be affected by acquisitions, realized capital gains/losses
and other factors affecting the ultimate amount of gross profits realized from
certain lines of business. Similarly, future amortization expense for other
intangibles will depend on acquisition activity and other business transactions.

(7)

---

Goodwill

Goodwill balances follow:

|(Dollars in millions)                                   | Commercial
      Finance |       | Consumer
      Finance |   | Equipment
      Management |  | Insurance |       | All
      Other
      GECS |   | Total
|------------------------------------------------------- | ------------------------ | ----- | ---------------------- | - | -------------------------- |  | --------- | ----- | -------------------------- | - | -----
|                                                        |                          |       |                        |   |                            |  |           |       |                            |   |      
|Balance, December 31, 2002                              | $                        | 7,987 |                        | $ | 5,562                      |  | $         | 1,242 |                            | $ | 4,176
|Acquisitions/Purchase
           Accounting Adjustments |                          | 98    |                        |   | 919                        |  |           | –     |                            |   | 47   
|Foreign exchange and other                              |                          | 69    |                        |   | 386                        |  |           | 82    |                            |   | (219 
|                                                        |                          |       |                        |   |                            |  |           |       |                            |   |      
|Balance, June 30, 2003                                  | $                        | 8,154 |                        | $ | 6,867                      |  | $         | 1,324 |                            | $ | 4,004
|                                                        |                          |       |                        |   |                            |  |           |       |                            |   |      
|                                                        |                          |       |                        |   |                            |  |           |       |                            |   |      

> 

(a)     Includes $(303) million of
goodwill associated with assets held for sale (see note
5).

5. On June 25, 2003, we announced a definitive agreement to sell
the Tokyo-based GE Edison Life Insurance Company and U.S. Auto and Home
businesses to American International Group, Inc. for approximately $2,150
million in cash following a pre-closing dividend.  The transaction is
subject to regulatory approvals and is expected to close in the third quarter. After
taxes and transaction costs, we estimate that we will realize a gain of $150
million.

Summarized financial information for the GE Edison Life
Insurance Company and U.S. Auto and Home businesses are set forth below:

|                                                                       |        
|---------------------------------------------------------------------- | -------
|(Dollars in millions)                                                  | 6/30/03
|                                                                       |        
|Cash and equivalents                                                   | $      
|Investment securities                                                  |        
|Insurance receivables                                                  |        
|Goodwill                                                               |        
|Other Intangible assets                                                |        
|Other                                                                  |        
|                                                                       |        
|Total assets held for sale                                             | $      
|                                                                       |        
|                                                                       |        
|                                                                       |        
|Insurance liabilities, reserves and annuity benefits                   | $      
|Other                                                                  |        
|                                                                       |        
|Total liabilities associated with assets held for sale                 | $      
|                                                                       |        
|                                                                       |        
|Accumulated gains on investment securities, currency
      translation |        
|adjustments and derivatives qualifying as hedges – net                 | $      
|                                                                       |        

The GE Edison Life Insurance Company and U.S. Auto and Home
assets and liabilities are reported under the Insurance and All Other GECS
segment, respectively.   At June 30, 2003, these amounts, net of
assets expected to comprise the pre-closing dividend, are classified as held for
sale.

6. A summary of
increases/(decreases) in share owner's equity that did not result directly from
transactions with share owners, net of income taxes, follows:



|                                                        |                      |      
|------------------------------------------------------- | -------------------- | -----
|                                                        | Second quarter ended |      
|                                                        |                      |      
|(Dollars in millions)                                   | 6/30/03              |      
|                                                        |                      |      
|Net earnings                                            | $                    | 1,602
|Investment securities – net changes in value            |                      | 2,449
|Currency translation adjustments – net                  |                      | 738  
|Derivatives qualifying as hedges – net changes in value |                      | (938 
|                                                        |                      |      
|Total                                                   | $                    | 3,851
|                                                        |                      |      
|                                                        |                      |      

(8)

---



|                                                        | Six months ended |       
|------------------------------------------------------- | ---------------- | ------
|                                                        |                  |       
|(Dollars in millions)                                   | 6/30/03          |       
|                                                        |                  |       
|                                                        |                  |       
|Net earnings                                            | $                | 3,272 
|Investment securities – net changes in value            |                  | 3,260 
|Currency translation adjustments – net                  |                  | 864   
|Derivatives qualifying as hedges – net changes in value |                  | (1,054
|                                                        |                  |       
|Total                                                   | $                | 6,342 
|                                                        |                  |       
|                                                        |                  |       

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

A. Results of Operations – Second Quarter of 2003 Compared with
Second Quarter of 2002

Overview

Earnings before accounting changes
(discussed in note 4 to the condensed, consolidated financial statements) for
the second quarter of 2003 were $1,602 million, a $275 million (21%) increase
over the second quarter of 2002. Three of our four businesses – Commercial
Finance, Consumer Finance and Insurance – achieved double-digit earnings growth
during the second quarter of 2003.

Acquisitions contributed $71
million to earnings in the second quarter of 2003 compared with approximately
$132 million in the comparable 2002 period. For purposes of this discussion,
only earnings during the first 12 months following the quarter in which the
acquisition is completed are considered to be related to acquired companies.

Total revenues increased $1,917
million (14%) to $15,887 million for the second quarter of 2003, compared with
$13,970 million for the second quarter of 2002. The increase resulted primarily
from growth in premium revenues, the absence of a current year counterpart to
adjustments to estimates of prior year loss events and higher investment gains
at Insurance as well as the effects of origination growth and acquisitions at
Consumer Finance and Commercial Finance. These increases were partially offset
by product line and geographic market exits at IT Solutions.

Interest expense on borrowings for
the second quarter of 2003 was $2,533 million, 4% higher than second quarter of
2002. The increase reflected the effects of higher average borrowings used to
finance asset growth, partially offset by the effects of lower interest rates.
The average composite interest rate on our borrowings for the second quarter of
2003 was 3.53% compared with 4.00% in the second quarter of 2002.

Over the last three years, market
interest rates have been more volatile than our average composite effective
interest rates, principally because of the mix of effectively fixed rate
borrowings in our financing structure. Yields on our portfolio of fixed and
floating-rate financial products have behaved similarly; consequently, financing
spreads have remained relatively flat over the three-year period.

Provision for income taxeswas
$297 million for the second quarter of 2003, (an effective tax rate of 15.6%),
compared with $184 million for the second quarter of 2002 (an effective tax rate
of 12.2%). The higher effective tax rate primarily reflected the absence of a
current year counterpart to the 2002 tax settlement with the Internal Revenue
Service allowing the deduction of previously realized losses associated with the
prior disposition of Kidder Peabody, partially offset by the effects of lower
taxed earnings from international operations.

(9)

---





Operating Segments

Revenues and earnings before
accounting changes, by operating segment, for the second quarters ended June 30,
2003 and 2002 are summarized and discussed below. Additionally, the Commercial
Finance (CF) business within our Commercial Finance segment has been renamed
Corporate Financial Services. We reclassified certain prior year amounts to
conform to the current period presentation.

- Consolidated



|                      |                      |       
|--------------------- | -------------------- | ------
|                      | Second quarter ended |       
|                      |                      |       
|(Dollars in millions) | 6/30/03              |       
|                      |                      |       
|Revenues              |                      |       
|Commercial Finance    | $                    | 4,737 
|Consumer Finance      |                      | 3,046 
|Equipment Management  |                      | 1,153 
|Insurance             |                      | 6,792 
|All Other GECS        |                      | 159   
|                      |                      |       
|Total revenues        | $                    | 15,887
|                      |                      |       
|                      |                      |       
|Net earnings          |                      |       
|Commercial Finance    | $                    | 805   
|Consumer Finance      |                      | 514   
|Equipment Management  |                      | 26    
|Insurance             |                      | 508   
|All Other GECS        |                      | (251  
|                      |                      |       
|Total net earnings    | $                    | 1,602 
|                      |                      |       

Following is a discussion of revenues and net earnings from
operating segments for the second quarters of 2003 and 2002.

(10)

---

- Commercial Finance



|                               |                      |         |         |   |         
|------------------------------ | -------------------- | ------- | ------- | - | --------
|                               | Second quarter ended |         |         |   |         
|                               |                      |         |         |   |         
|(Dollars in millions)          | 6/30/03              |         | 6/30/02 |   |         
|                               |                      |         |         |   |         
|Revenues                       |                      |         |         |   |         
|Commercial Equipment Financing | $                    | 1,163   |         | $ | 1,069   
|Real Estate                    |                      | 599     |         |   | 545     
|Corporate Financial Services   |                      | 590     |         |   | 554     
|Structured Finance             |                      | 345     |         |   | 296     
|Aviation Services              |                      | 710     |         |   | 683     
|Vendor Financial Services      |                      | 1,142   |         |   | 1,081   
|Healthcare Financial Services  |                      | 187     |         |   | 164     
|Other Commercial Finance       |                      | 1       |         |   | 12      
|                               |                      |         |         |   |         
|                               |                      |         |         |   |         
|Total revenues                 | $                    | 4,737   |         | $ | 4,404   
|                               |                      |         |         |   |         
|                               |                      |         |         |   |         
|Net earnings                   |                      |         |         |   |         
|Commercial Equipment Financing | $                    | 170     |         | $ | 149     
|Real Estate                    |                      | 198     |         |   | 140     
|Corporate Financial Services   |                      | 150     |         |   | 141     
|Structured Finance             |                      | 117     |         |   | 127     
|Aviation Services              |                      | 126     |         |   | 121     
|Vendor Financial Services      |                      | 83      |         |   | 81      
|Healthcare Financial Services  |                      | 39      |         |   | 33      
|Other Commercial Finance       |                      | (78     | )       |   | (57     
|                               |                      |         |         |   |         
|Total net earnings             | $                    | 805     |         | $ | 735     
|                               |                      |         |         |   |         
|                               |                      |         |         |   |         
|                               | At                   |        
|                               |                      |        
|                               | 6/30/03              |         | 6/30/02 |   | 12/31/02
|                               |                      |         |         |   |         
|Total assets                   |                      |         |         |   |         
|Commercial Equipment Financing | $                    | 52,874  |         | $ | 49,965  
|Real Estate                    |                      | 29,157  |         |   | 30,144  
|Corporate Financial Services   |                      | 28,872  |         |   | 26,073  
|Structured Finance             |                      | 19,970  |         |   | 17,701  
|Aviation Services              |                      | 32,305  |         |   | 27,968  
|Vendor Financial Services      |                      | 26,044  |         |   | 22,197  
|Healthcare Financial Services  |                      | 8,408   |         |   | 7,107   
|Other Commercial Finance       |                      | 835     |         |   | 2,289   
|                               |                      |         |         |   |         
|Total assets                   | $                    | 198,465 |         | $ | 183,444 
|                               |                      |         |         |   |         
|                               |                      |         |         |   |         
|Financing receivables–net      | $                    | 129,247 |         | $ | 119,885 
|                               |                      |         |         |   |         
|                               |                      |         |         |   |         

> Commercial Finance revenues and net earnings increased 8% and
>   10%, respectively, compared with the second quarter of 2002. The increase in
>   revenues resulted primarily from acquisitions, higher securitization gains at
>   Commercial Equipment Financing and Vendor Financial Services and origination
>   growth. The increase in net earnings resulted primarily from higher
>   securitization gains at Commercial Equipment Financing and Vendor Financial
>   Services, lower credit losses at Corporate Financial Services and Real Estate
>   and acquisitions, partially offset by a higher effective tax rate.
>   (11)

- Consumer Finance



|                            | Second quarter ended |        |         |   |         
|--------------------------- | -------------------- | ------ | ------- | - | --------
|                            |                      |        |         |   |         
|(Dollars in millions)       | 6/30/03              |        | 6/30/02 |   |         
|                            |                      |        |         |   |         
|                            |                      |        |         |   |         
|Revenues                    |                      |        |         |   |         
|Global Consumer Finance     | $                    | 2,051  |         | $ | 1,501   
|Card Services               |                      | 995    |         |   | 962     
|                            |                      |        |         |   |         
|Total revenues              | $                    | 3,046  |         | $ | 2,463   
|                            |                      |        |         |   |         
|                            |                      |        |         |   |         
|Net earnings                |                      |        |         |   |         
|Global Consumer Finance     | $                    | 366    |         | $ | 315     
|Card Services               |                      | 172    |         |   | 175     
|Other Consumer Finance      |                      | (24    | )       |   | (24     
|                            |                      |        |         |   |         
|Total net earnings          | $                    | 514    |         | $ | 466     
|                            |                      |        |         |   |         
|                            |                      |        |         |   |         
|                            | At                   |       
|                            |                      |       
|                            | 6/30/03              |        | 6/30/02 |   | 12/31/02
|                            |                      |        |         |   |         
|                            |                      |        |         |   |         
|Total assets                |                      |        |         |   |         
|Global Consumer Finance     | $                    | 73,739 |         | $ | 52,712  
|Card Services               |                      | 23,378 |         |   | 16,327  
|                            |                      |        |         |   |         
|Total assets                | $                    | 97,117 |         | $ | 69,039  
|                            |                      |        |         |   |         
|                            |                      |        |         |   |         
|Financing receivables – net | $                    | 77,973 |         | $ | 56,793  
|                            |                      |        |         |   |         
|                            |                      |        |         |   |         

> Consumer Finance revenues and net earnings increased 24% and
>   10%, respectively, compared with the second quarter of 2002. The increase in
>   revenues resulted primarily from acquisitions, the net effects of foreign
>   currency translation and origination growth. The increase in net earnings
>   resulted primarily from growth in lower taxed earnings from international
>   operations, acquisitions and origination growth, partially offset by lower
>   securitization gains at Card Services.

- Equipment Management



|                                        | Second quarter ended |        |         |   |         
|--------------------------------------- | -------------------- | ------ | ------- | - | --------
|                                        |                      |        |         |   |         
|(Dollars in millions)                   | 6/30/03              |        | 6/30/02 |   |         
|                                        |                      |        |         |   |         
|                                        |                      |        |         |   |         
|Revenues                                |                      |        |         |   |         
|Equipment Management total revenues     | $                    | 1,153  |         | $ | 1,168   
|                                        |                      |        |         |   |         
|                                        |                      |        |         |   |         
|Net earnings                            |                      |        |         |   |         
|Equipment Management total net earnings | $                    | 26     |         | $ | 67      
|                                        |                      |        |         |   |         
|                                        |                      |        |         |   |         
|                                        |                      |        |         |   |         
|                                        | At                   |       
|                                        |                      |       
|                                        | 6/30/03              |        | 6/30/02 |   | 12/31/02
|                                        |                      |        |         |   |         
|                                        |                      |        |         |   |         
|Total assets                            |                      |        |         |   |         
|Equipment Management total assets       | $                    | 26,235 |         | $ | 25,140  
|                                        |                      |        |         |   |         
|                                        |                      |        |         |   |         
|Equipment leased to others              | $                    | 11,467 |         | $ | 11,228  
|                                        |                      |        |         |   |         
|                                        |                      |        |         |   |         

> Equipment Management revenues and net earnings decreased 1%
>     and 61%, respectively, compared with the second quarter of 2002. The
>     decrease in revenues was primarily attributable to lower asset utilization
>     and lower price, partially offset by the net effects of foreign currency
>     translation. The decrease in net earnings was primarily attributable to
>     lower asset utilization, lower price and increased reserves.
>     (12)

- Insurance



|                                  | Second quarter ended |      
|--------------------------------- | -------------------- | -----
|                                  |                      |      
|                                  |                      |      
|(Dollars in millions)             | 6/30/03              |      
|                                  |                      |      
|Revenues                          |                      |      
|GE Financial Assurance            | $                    | 3,334
|Mortgage Insurance                |                      | 281  
|GE Global Insurance Holding (ERC) |                      | 3,065
|Other Insurance                   |                      | 112  
|                                  |                      |      
|Total revenues                    | $                    | 6,792
|                                  |                      |      
|                                  |                      |      
|Net earnings                      |                      |      
|GE Financial Assurance            | $                    | 203  
|Mortgage Insurance                |                      | 130  
|GE Global Insurance Holding (ERC) |                      | 119  
|Other Insurance                   |                      | 56   
|                                  |                      |      
|Total net earnings                | $                    | 508  
|                                  |                      |      

> Insurance revenues and net earnings increased compared with
>     the second quarter of 2002. The increase in revenues resulted primarily from
>     growth in premium revenues, the absence of a current year counterpart to
>     adjustments to estimates of prior-year loss events at ERC and higher
>     investment gains. The growth in premium revenues is primarily attributable
>     to the combination of price increases at ERC, origination volume at GE
>     Financial Assurance, and post acquisition revenues from acquired businesses.
>     This was partially offset by a decrease in premium volume resulting from the
>     more restrictive underwriting at ERC. The higher investment gains are
>     primarily attributable to other-than-temporary impairments recognized during
>     the second quarter of 2002, primarily related to WorldCom, Inc. bonds. The
>     increase in net earnings resulted primarily from growth in premium revenues,
>     the absence of a current year counterpart to adjustments to estimates of
>     prior-year loss events and lower adverse development at ERC, and higher
>     investment gains. These increases were partially offset by increased
>     policyholder losses and benefits primarily related to growth in premium
>     revenues.

- All Other GECS



|                       | Second quarter ended |     
|---------------------- | -------------------- | ----
|                       |                      |     
|(Dollars in millions)  | 6/30/03              |     
|                       |                      |     
|Revenues               |                      |     
|IT Solutions           | $                    | 115 
|GE Equity              |                      | (90 
|Other – All Other GECS |                      | 134 
|                       |                      |     
|                       |                      |     
|Total revenues         | $                    | 159 
|                       |                      |     
|                       |                      |     
|Net earnings           |                      |     
|IT Solutions           | $                    | (12 
|GE Equity              |                      | (75 
|Other – All Other GECS |                      | (164
|                       |                      |     
|Total net earnings     | $                    | (251
|                       |                      |     

> All Other GECS includes our activities and businesses that we
>   do not measure within one of the other financial services segments.
>   (13)

Three factors explain these
  results:

> IT Solutions

- GE Equity

B. Results of Operations – First half of 2003 Compared
  with First Half of 2002

Overview

Earnings before accounting
  changes (discussed in note 4 to the condensed, consolidated financial
  statements) for the first six months of 2003 were $3,272 million, a $288
  million (10%) increase over the first six months of 2002. Three of our four
  businesses – Commercial Finance, Consumer Finance and Insurance – achieved
  double-digit earnings growth during the first six months of 2003.

Acquisitions contributed $149
  million to earnings in the first six months of 2003 compared with
  approximately $265 million in the comparable 2002 period. For purposes of this
  discussion, only earnings during the first 12 months following the quarter in
  which the acquisition is completed are considered to be related to acquired
  companies.

Total revenues increased $2,760
  million (10%) to $30,754 million for the first six months of 2003, compared
  with $27,994 million for the first six months of 2002. The increase resulted
  primarily from growth in premium revenues, the absence of a current year
  counterpart to adjustments to estimates of prior year loss events and higher
  investment gains at Insurance as well as the effects of origination growth and
  acquisitions at Consumer Finance and Commercial Finance. These increases were
  partially offset by product line and geographic market exits at IT Solutions.

Interest expense on borrowings
  for the first six months of 2003 was $4,996 million, 6% higher than the first
  six months of 2002. The increase reflected the effects of higher average
  borrowings used to finance asset growth, partially offset by the effects of
  lower interest rates. The average composite interest rate on our borrowings
  for the first six months of 2003 was 3.64% compared with 4.03% in the first
  six months of 2002.

Over the last three years,
  market interest rates have been more volatile than our average composite
  effective interest rates, principally because of the mix of effectively fixed
  rate borrowings in our financing structure. Yields on our portfolio of fixed
  and floating-rate financial products have behaved similarly; consequently,
  financing spreads have remained relatively flat over the three-year period.

Provision for income taxeswas
  $617 million for the first six months of 2003 (an effective tax rate of
  15.9%), compared with $599 million for the first six months of 2002 (an
  effective tax rate of 16.7%). The lower effective tax rate primarily reflected
  the effects of lower taxed earnings from international operations, partially
  offset by the absence of a current year counterpart to the 2002 tax settlement
  with the Internal Revenue Service allowing the deduction of previously
  realized losses associated with the prior disposition of Kidder Peabody.

(14)

---

Operating Segments

Revenues and earnings before
  accounting changes, by operating segment, for the first six months ended June
  30, 2003 and 2002 are summarized and discussed below. Additionally, the
  Commercial Finance (CF) business within our Commercial Finance segment has
  been renamed Corporate Financial Services. We reclassified certain prior year
  amounts to conform to the current period presentation.

- Consolidated



|                                               | Six months ended |       
|---------------------------------------------- | ---------------- | ------
|                                               |                  |       
|(Dollars in millions)                          | 6/30/03          |       
|                                               |                  |       
|                                               |                  |       
|Revenues                                       |                  |       
|Commercial Finance                             | $                | 9,074 
|Consumer Finance                               |                  | 5,805 
|Equipment Management                           |                  | 2,271 
|Insurance                                      |                  | 13,160
|All Other GECS                                 |                  | 444   
|                                               |                  |       
|Total revenues                                 | $                | 30,754
|                                               |                  |       
|                                               |                  |       
|Net earnings                                   |                  |       
|Commercial Finance                             | $                | 1,631 
|Consumer Finance                               |                  | 1,060 
|Equipment Management                           |                  | 83    
|Insurance                                      |                  | 1,020 
|All Other GECS                                 |                  | (522  
|                                               |                  |       
|Total earnings before
      accounting changes |                  | 3,272 
|Cumulative effect of accounting changes        |                  | –     
|                                               |                  |       
|Total net earnings                             | $                | 3,272 
|                                               |                  |       
|                                               |                  |       



Following is a discussion of revenues and net earnings from
operating segments for the first six months of 2003 and 2002.

(15)

---

- Commercial Finance



|                               | Six months ended |         |         |   |         
|------------------------------ | ---------------- | ------- | ------- | - | --------
|                               |                  |         |         |   |         
|(Dollars in millions)          | 6/30/03          |         | 6/30/02 |   |         
|                               |                  |         |         |   |         
|Revenues                       |                  |         |         |   |         
|Commercial Equipment Financing | $                | 2,166   |         | $ | 2,062   
|Real Estate                    |                  | 1,202   |         |   | 993     
|Corporate Financial Services   |                  | 1,126   |         |   | 1,164   
|Structured Finance             |                  | 621     |         |   | 592     
|Aviation Services              |                  | 1,424   |         |   | 1,251   
|Vendor Financial Services      |                  | 2,162   |         |   | 2,034   
|Healthcare Financial Services  |                  | 364     |         |   | 301     
|Other Commercial Finance       |                  | 9       |         |   | 23      
|                               |                  |         |         |   |         
|Total revenues                 | $                | 9,074   |         | $ | 8,420   
|                               |                  |         |         |   |         
|                               |                  |         |         |   |         
|Net earnings                   |                  |         |         |   |         
|Commercial Equipment Financing | $                | 318     |         | $ | 307     
|Real Estate                    |                  | 464     |         |   | 308     
|Corporate Financial Services   |                  | 280     |         |   | 251     
|Structured Finance             |                  | 217     |         |   | 258     
|Aviation Services              |                  | 261     |         |   | 219     
|Vendor Financial Services      |                  | 157     |         |   | 150     
|Healthcare Financial Services  |                  | 68      |         |   | 57      
|Other Commercial Finance       |                  | (134    | )       |   | (95     
|                               |                  |         |         |   |         
|Total net earnings             | $                | 1,631   |         | $ | 1,455   
|                               |                  |         |         |   |         
|                               |                  |         |         |   |         
|                               |                  |        
|                               | At               |        
|                               |                  |        
|                               | 6/30/03          |         | 6/30/02 |   | 12/31/02
|                               |                  |         |         |   |         
|Total assets                   |                  |         |         |   |         
|Commercial Equipment Financing | $                | 52,874  |         | $ | 49,965  
|Real Estate                    |                  | 29,157  |         |   | 30,144  
|Corporate Financial Services   |                  | 28,872  |         |   | 26,073  
|Structured Finance             |                  | 19,970  |         |   | 17,701  
|Aviation Services              |                  | 32,305  |         |   | 27,968  
|Vendor Financial Services      |                  | 26,044  |         |   | 22,197  
|Healthcare Financial Services  |                  | 8,408   |         |   | 7,107   
|Other Commercial Finance       |                  | 835     |         |   | 2,289   
|                               |                  |         |         |   |         
|Total assets                   | $                | 198,465 |         | $ | 183,444 
|                               |                  |         |         |   |         
|                               |                  |         |         |   |         
|                               |                  |         |         |   |         
|Financing receivables–net      | $                | 129,247 |         | $ | 119,885 
|                               |                  |         |         |   |         
|                               |                  |         |         |   |         

> Commercial Finance revenues and net earnings increased 8% and
>   12%, respectively, compared with the first six months of 2002. The increase in
>   revenues resulted primarily from acquisitions, higher securitization gains at
>   Commercial Equipment Financing and Vendor Financial Services and origination
>   growth. The increase in net earnings resulted primarily from lower credit
>   losses at Corporate Financial Services and Real Estate, acquisitions, higher
>   securitization gains at Commercial Equipment Financing and Vendor Financial
>   Services and origination growth. The increases for both revenues and net
>   earnings were partially offset by a specific loss on a telecommunications
>   investment by Structured Finance.
>   (16)

- Consumer Finance



|                            | Six months ended |        |         |   |         
|--------------------------- | ---------------- | ------ | ------- | - | --------
|                            |                  |        |         |   |         
|(Dollars in millions)       | 6/30/03          |        | 6/30/02 |   |         
|                            |                  |        |         |   |         
|                            |                  |        |         |   |         
|Revenues                    |                  |        |         |   |         
|Global Consumer Finance     | $                | 3,917  |         | $ | 2,970   
|Card Services               |                  | 1,888  |         |   | 1,865   
|                            |                  |        |         |   |         
|Total revenues              | $                | 5,805  |         | $ | 4,835   
|                            |                  |        |         |   |         
|                            |                  |        |         |   |         
|Net earnings                |                  |        |         |   |         
|Global Consumer Finance     | $                | 756    |         | $ | 628     
|Card Services               |                  | 353    |         |   | 384     
|Other Consumer Finance      |                  | (49    | )       |   | (48     
|                            |                  |        |         |   |         
|Total net earnings          | $                | 1,060  |         | $ | 964     
|                            |                  |        |         |   |         
|                            |                  |        |         |   |         
|                            | At               |       
|                            |                  |       
|                            | 6/30/03          |        | 6/30/02 |   | 12/31/02
|                            |                  |        |         |   |         
|                            |                  |        |         |   |         
|Total assets                |                  |        |         |   |         
|Global Consumer Finance     | $                | 73,739 |         | $ | 52,712  
|Card Services               |                  | 23,378 |         |   | 16,327  
|                            |                  |        |         |   |         
|Total assets                | $                | 97,117 |         | $ | 69,039  
|                            |                  |        |         |   |         
|                            |                  |        |         |   |         
|Financing receivables – net | $                | 77,973 |         | $ | 56,793  
|                            |                  |        |         |   |         



Consumer Finance revenues and net earnings increased 20% and
10%, respectively, compared with the first six months of 2002. The increase in
revenues resulted primarily from acquisitions, origination growth and the net
effects of foreign currency translation, partially offset by lower
securitization gains at Card Services. The increase in net earnings resulted
primarily from growth in lower taxed earnings from international operations,
origination growth, acquisitions and the net effects of foreign currency
translation, partially offset by lower securitization gains at Card Services and
increased reserve requirements.

- Equipment Management



|                                        | Six months ended |        |         |   |         
|--------------------------------------- | ---------------- | ------ | ------- | - | --------
|                                        |                  |        |         |   |         
|(Dollars in millions)                   | 6/30/03          |        | 6/30/02 |   |         
|                                        |                  |        |         |   |         
|                                        |                  |        |         |   |         
|Revenues                                |                  |        |         |   |         
|Equipment Management total revenues     | $                | 2,271  |         | $ | 2,324   
|                                        |                  |        |         |   |         
|                                        |                  |        |         |   |         
|Net earnings                            |                  |        |         |   |         
|Equipment Management total net earnings | $                | 83     |         | $ | 142     
|                                        |                  |        |         |   |         
|                                        |                  |        |         |   |         
|                                        | At               |       
|                                        |                  |       
|                                        | 6/30/03          |        | 6/30/02 |   | 12/31/02
|                                        |                  |        |         |   |         
|                                        |                  |        |         |   |         
|Total assets                            |                  |        |         |   |         
|Equipment Management total assets       | $                | 26,235 |         | $ | 25,140  
|                                        |                  |        |         |   |         
|                                        |                  |        |         |   |         
|Equipment leased to others              | $                | 11,467 |         | $ | 11,228  
|                                        |                  |        |         |   |         

(17)

---



> Equipment Management revenues and net earnings decreased 2%
>   and 42%, respectively, compared with the first six months of 2002. The
>   decrease in revenues and net earnings resulted primarily from lower asset
>   utilization and lower price. The decrease in revenues was partially offset by
>   the net effects of foreign currency translation.

- Insurance



|                                  | Six months ended |       
|--------------------------------- | ---------------- | ------
|                                  |                  |       
|(Dollars in millions)             | 6/30/03          |       
|                                  |                  |       
|                                  |                  |       
|Revenues                          |                  |       
|GE Financial Assurance            | $                | 6,587 
|Mortgage Insurance                |                  | 572   
|GE Global Insurance Holding (ERC) |                  | 5,758 
|Other Insurance                   |                  | 243   
|                                  |                  |       
|Total revenues                    | $                | 13,160
|                                  |                  |       
|                                  |                  |       
|Net earnings                      |                  |       
|GE Financial Assurance            | $                | 404   
|Mortgage Insurance                |                  | 249   
|GE Global Insurance Holding (ERC) |                  | 240   
|Other Insurance                   |                  | 127   
|                                  |                  |       
|Total net earnings                | $                | 1,020 
|                                  |                  |       



Insurance revenues and net earnings increased 19% and 67%,
respectively, compared with the first six months of 2002. The increase in
revenues resulted primarily from growth in premium revenues, the absence of a
current year counterpart to adjustments to estimates of prior-year loss events
at ERC and higher investment gains. The growth in premium revenues is primarily
attributable to the combination of price increases at ERC, origination volume at
GE Financial Assurance, and post acquisition revenues from acquired businesses.
This was partially offset by a decrease in premium volume resulting from the
more restrictive underwriting at ERC. The higher investment gains are primarily
attributable to other-than-temporary impairments recognized during the second
quarter of 2002, primarily related to WorldCom, Inc. bonds. The increase in net
earnings resulted primarily from growth in premium revenues, the absence of a
current year counterpart to adjustments to estimates of prior-year loss events and lower adverse development at ERC, and higher investment gains. These
increases were partially offset by increased policyholder losses and benefits
primarily related to growth in premium revenues.

(18)

---





- All Other GECS



|                       | Six months ended |     
|---------------------- | ---------------- | ----
|                       |                  |     
|(Dollars in millions)  | 6/30/03          |     
|                       |                  |     
|                       |                  |     
|Revenues               |                  |     
|IT Solutions           | $                | 244 
|GE Equity              |                  | (173
|Other – All Other GECS |                  | 373 
|                       |                  |     
|Total revenues         | $                | 444 
|                       |                  |     
|                       |                  |     
|Net earnings           |                  |     
|IT Solutions           | $                | (41 
|GE Equity              |                  | (147
|Other – All Other GECS |                  | (334
|                       |                  |     
|Total net earnings     | $                | (522
|                       |                  |     

> All Other GECS includes our activities and businesses that we
>   do not measure within one of the other financial services segments.

Three factors explain these
  results:

> IT Solutions

C. Statement of Financial Position

Investment securitiescomprise mainly
  investment-grade debt securities held by Insurance in support of obligations
  to annuitants and policyholders. Investment securities were $109.0 billion as
  of June 30, 2003, compared with $116.5 billion as of December 31, 2002. The
  decrease of $7.5 billion was primarily the result of a reclassification of
  $16.4 billion of investments to assets held for sale. Absent this
  reclassification investment securities increased $8.9 billion as a result of
  investment of premiums received, reinvestment of investment income and
  increases in fair value, including debt and equity securities, partially
  offset by sales and maturities as well as impairments and losses related to
  certain debt and equity securities.

Gross unrealized gains and
  losses were $9.4 billion and $1.6 billion, respectively, including $2.4
  billion and $0.1 billion related to assets classified as held for sale,
  respectively, at June 30, 2003.  Gross unrealized gains and losses were $4.4
  billion and $2.4 billion, respectively, as of December 31, 2002. We estimate
  that available gains, net of hedging positions and estimated impairment of
  insurance intangible assets, could be as much as $3.0 billion. Market value
  used in determining unrealized gains and losses is defined by relevant
  accounting standards and should not be viewed as a forecast of future gains or
  losses.

(19)

---

We regularly review investment
  securities for impairment based on criteria that include the extent to which
  cost exceeds market value, the duration of that market decline and the
  financial health and specific prospects for the issuer. Of securities with
  unrealized losses at second quarter 2003, approximately $330 million of
  portfolio value is at risk of being charged to earnings in the next 12 months.
  Impairment losses recognized for the first six months of 2003 were $387.8
  million.

Financing Receivables is our largest category of
  assets and represents one of our primary sources of revenues. The portfolio of
  financing receivables, before allowance for losses increased to $219.9 billion
  at June 30, 2003, from $203.6 billion at the end of 2002, as discussed in the
  following paragraphs. The related allowance for losses at June 30, 2003,
  amounted to $6.1 billion ($5.5 billion at the end of 2002), representing our
  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.

Commercial Finance financing
  receivables before allowance for losses totaled $131.8 billion at June 30,
  2003 ($130.9 billion at December 31, 2002) and consisted of loans and leases
  to the equipment, commercial and industrial, real estate and commercial
  aircraft industries. This portfolio of receivables increased primarily as a
  result of the net effects of foreign currency translation and origination
  growth, partially offset by securitizations. Related nonearning and
  reduced-earning receivables were consistent at $2.2 billion at June 30, 2003
  and at year-end 2002 and about 1.6% and 1.7% of outstandings, respectively.
  Commercial Finance financing receivables are generally backed by assets and
  there is a broad spread of geographic and credit risk in the portfolio.
  Write-offs for the first six months of 2003 were $0.6 billion compared with
  $0.5 billion for the first six months of 2002.

Consumer Finance financing
  receivables before allowance for losses, primarily installment loans, auto
  loans and leases, and residential mortgages, were $81.5 billion at June 30,
  2003, and $66.0 billion at December 31, 2002. This portfolio of receivables
  increased as a result of acquisitions, the net effects of foreign currency
  translation and origination growth, partially offset by the transfer of Home
  Depot private label credit card receivables to Other Assets in preparation for
  their sale when that contract is terminated in 2003. Nonearning consumer
  receivables at June 30, 2003, were $2.1 billion, about 2.6% of outstandings,
  compared with $1.6 billion, about 2.4% of outstandings at year-end 2002.
  Write-offs for the first six months of 2003 were $1.0 billion compared with
  $0.8 billion for the first six months of 2002.

Other, principally Equipment
  Management financing receivables before allowance for losses, amounted to $6.6
  billion and $6.7 billion at June 30, 2003, and December 31, 2002,
  respectively. Nonearning receivables were consistent at $0.1 billion, about
  1.5% and 1.3% of outstandings at June 30, 2003 and at year-end 2002,
  respectively.

Delinquency rates on Consumer
  Finance financing receivables were 5.81% at June 30, 2003 and 5.58% at
  year-end 2002, on a managed basis. Delinquency rates on Commercial Finance
  equipment loans and leases were 1.86% at June 30, 2003 and 1.71% at year-end
  2002, on a managed basis.

D. Additional Considerations

Commercial Airlines

Deteriorating aircraft
  utilization and pricing generally negatively affects Commercial Finance, which
  owned 1,189 commercial aircraft at June 30, 2003. However, despite pressure on
  the industry, 1,184, or 99% of its commercial aircraft were on lease. We
  believe, however, that the financial difficulties of our airline customers
  will continue to weigh on the airline industry.

At the end of the second quarter of 2003, Commercial
  Finance had provided loans and leases of $27.7 billion and combined with our
  insurance business had $2.7 billion of investment securities related to the
  airline industry. In addition, Commercial Finance had funding commitments of
  $1.4 billion and had placed multi-year orders for various Boeing, Airbus and other aircraft with list
  prices totaling approximately $14.8 billion at the end of the second quarter
  of 2003. As of June 30, 2003, Commercial Finance held placement agreements
  with commercial airlines for all of the 25 aircraft scheduled for delivery
  over the remainder of 2003.

(20)

---

UAL Corp and Air Canada, the
  parent companies of two of our major airline customers are experiencing
  significant financial difficulties and both filed for reorganization in
  bankruptcy. UAL Corp filed for bankruptcy protection in 2002 and Air Canada
  filed in Canada on April 1, 2003. At the end of the second quarter of 2003,
  our exposure related to these airlines amounted to $4.1 billion, including
  loans, leases, investment securities, and commitments. Various Boeing, Airbus
  and Bombardier aircraft secure substantially all of these financial exposures.
  Included in this exposure is a $700 million debtor-in-possession financing
  commitment to Air Canada. Another one of our major airline customers, US
  Airways Group, parent of US Airways, filed for reorganization in bankruptcy in
  2002 but emerged from bankruptcy on March 31, 2003. Our financial statements
  include provisions for probable losses based on our best estimates of such
  losses.

Other Matters

On June 25, 2003, we announced a
  definitive agreement to sell the Tokyo-based GE Edison Life Insurance Company
  and U.S. Auto and Home businesses to American International Group, Inc. for
  approximately $2,150 million in cash and a pre-closing dividend of
  approximately $440 million. The transaction is consistent with our strategy to
  focus global operations on selected segments in which we see the most
  attractive growth and return prospects.

During the quarter ended June
  30, 2003, A.M. Best Company revised its financial strength rating on Employers
  Reinsurance Corporation and its affiliated domestic and international non-life
  and life reinsurance companies to A (Excellent) from A+ (Superior).
  Concurrently, the ratings on their senior debt securities were revised to
  "a-" from "a". We do not believe these actions will
  materially affect our liquidity or capital resources or ERC's ability to write
  future business.

E. Liquidity

The major debt-rating agencies
  evaluate the financial condition of GE Capital Corporation (GE Capital), our
  major public borrowing entity. Factors that are important to the ratings of GE
  Capital include the following: cash generating ability – including cash
  generated from operating activities; earnings quality – including revenue
  growth and the breadth and diversity of sources of income; leverage ratios –
  such as debt to total capital and interest coverage; and asset utilization,
  including return on assets and asset turnover ratios. Considering those
  factors, the major rating agencies continue to give the highest ratings to
  debt of GE Capital (long term credit rating AAA/Aaa; short-term credit rating
  A-1+/P-1).

One of our strategic objectives
  is to maintain these ratings on debt issued by GE Capital. Our Triple-A rating
  lowers our cost of borrowings and facilitates access to a variety of lenders.
  We manage our businesses in a manner consistent with maintaining these
  Triple-A ratings.

To support the GE Capital
  rating, at the end of 2002, General Electric Company (GE) was contractually
  committed to maintain the ratios of earnings to fixed charges at GE Capital at
  a specified level. To build equity, the GECS Board of Directors intends to
  reduce our dividend payments to GE to 10% of operating earnings. GE
  contributed $6.3 billion of cash in 2002, of which $1.8 billion funded certain
  loss development at ERC. Our plans are to eliminate the debt allocated to All
  Other GECS by 2005. Proceeds from any strategic dispositions will be evaluated
  when and if they are received, but we anticipate using at least some of those
  proceeds to reduce financial services debt.

(21)

---

Global commercial paper
  markets are also a primary source of liquidity for us. GE Capital is the
  most widely-held name in those markets and is the principal issuer of
  financial services debt. The following table shows financial services debt
  composition as of June 30, 2003, and December 31, 2002:

|                                                      | At June 30, 2003 |   | At December 31, 2003
|----------------------------------------------------- | ---------------- | - | --------------------
|                                                      |                  |   |                     
|                                                      |                  |   |                     
|                                                      |                  |   |                     
|Senior Notes                                          | 55               | % |                     
|Commercial Paper                                      | 27               |   |                     
|Other – principally current portion of long-term debt | 18               |   |                     
|                                                      |                  |   |                     
|Total                                                 | 100              | % |                     
|                                                      |                  |   |                     

During the first half of 2003, GE
Capital issued approximately $36 billion of long-term debt in U.S. and
international markets. These funds were used primarily to fund maturing
long-term debt, reduce the amount of commercial paper outstanding and to fund
new asset growth. We target a ratio for commercial paper of 25% to 35% of
outstanding debt based on the anticipated composition of our assets. GE Capital
anticipates issuing approximately $25 billion of additional long-term debt using
both U.S. and international markets during the remainder of 2003. The proceeds
from such issuances will be used to fund maturing long-term debt, additional
acquisitions and asset growth. The ultimate amount of debt issuances will depend
on the growth in assets, acquisition activity, availability of markets and
movements in interest rates.

We believe that alternative
sources of liquidity are sufficient to permit an orderly transition from
commercial paper in the unlikely event of impaired access to those markets.
Funding sources on which we would rely would depend on the nature of such a
hypothetical event, but includes $56 billion of contractually committed lending
agreements with highly-rated global banks and investment banks, as well as other
sources of liquidity, including medium and long-term funding, monetization,
asset securitization, cash receipts from our lending and leasing activities,
short-term secured funding on global assets, and potential asset sales.

We use special purpose entities
(SPEs) as described in our Annual Report on Form 10-K for the year ended
December 31, 2002. Receivables held by SPEs as of the end of the second quarter
of 2003, and year-end 2002, were $38.9 billion and $42.2 billion, respectively.
Net credit and liquidity support amounted to $26.6 billion after consideration
of participated liquidity and arrangements that defer liquidity draws beyond
2003, a reduction of $0.6 billion from year-end 2002. This amount includes credit
support, in which we provide recourse for a maximum of $15.8 billion of credit
losses in SPEs.

Item 4. Controls and Procedures

As required by Rule 13a-15(b), we,
including the Chairman of the Board (serving as the principal executive officer)
and Chief Financial Officer, conducted an evaluation as of the end of the period
covered by this report, of the effectiveness of the company's disclosure
controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that
evaluation, the Chairman of the Board and Chief Financial Officer concluded that
the company's disclosure controls and procedures were effective as of the end of
the period covered by this report. As required by Rule 13a-15(d), we, including
the Chairman of the Board and Chief Financial Officer, also conducted an
evaluation of the company's internal control over financial reporting to
determine whether any changes occurred during the quarter covered by this report
that have materially affected, or are reasonably likely to materially affect,
the company's internal control over financial reporting. Based on that
evaluation, there has been no such change during the quarter covered by this
report.

(22)

---

Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

> 

a. Exhibits



|Exhibit 12   | Computation of Ratio of Earnings to Fixed Charges and
      Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
      Stock Dividends
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 | Certifications Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                            
|Exhibit 31.2 | Certifications Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                            
|Exhibit 32   | Certifications Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                             

> b. Reports on Form 8-K during the quarter ended June 30,
>     2003.
>     A Form 8-K was filed on April 3, 2003, under Item 9 (pursuant to Item 12), relating to a public presentation in which General
>     Electric Company disclosed certain unaudited, estimated financial
>     information related to the first quarter of 2003.
>     A Form 8-K was filed on April 10, 2003, under Item 5,
>     setting forth portions of our 2002 Form 10-K, reflecting segment information
>     reclassified to conform to organizational and measurement changes and
>     setting forth 2002 unaudited financial services segment data by quarter,
>     including the effect of financial services releveraging on the performance
>     of business units within each segment.
>     (23)

Signatures

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

General Electric Capital
  Services, Inc.
       (Registrant)

|                   |  |                                                                                                                                             
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------
|August 1, 2003Date |  | /s/ Philip D. AmeenPhilip D. Ameen
      Senior Vice President and Controller
      Duly Authorized Officer and Principal Accounting Officer

(24)

---