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 September 30, 2004
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 **06927 
(Address of principal executive offices) 
(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 allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes [X]  No [  ]

Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

At October 25, 2004, 1,064 shares of voting common stock, whichconstitutes all of the outstanding common equity, with a par value of $1,000 pershare were outstanding.
**REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONH(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THEREDUCED DISCLOSURE FORMAT.**
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**Table of Contents**

 
**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 
13
     Item 4. Controls    and Procedures 
23   **Part II – Other Information     
     Item 6. Exhibits    and Reports on Form 8–K 
24
     Signatures 
25   
 
**Forward-Looking Statements**
This document contains "forward-looking statements" – that is,statements related to future, not past, events. In this context, forward-lookingstatements often address our expected future business and financial performance,and often contain words such as "expects," "anticipates," "intends," "plans,""believes," "seeks," or "will." Forward-looking statements by their natureaddress matters that are, to different degrees, uncertain. For us, particularuncertainties arise from the behavior of financial markets, includingfluctuations in interest rates and commodity prices; from future integration ofacquired businesses; from future financial performance of major industries whichwe serve including, without limitation, the air and rail transportation, energygeneration, real estate and healthcare industries; from unanticipated lossdevelopment in our insurance businesses; and from numerous other matters ofnational, regional and global scale, including those of a political, economic,business, competitive or regulatory nature. These uncertainties may cause ouractual future results to be materially different than those expressed in ourforward-looking statements. We do not undertake to update our forward-lookingstatements.

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**Table of Contents**

 
**Part I. Financial Information

Item 1. Financial Statements

Condensed Statement of Current and Retained EarningsGeneral Electric Capital Services, Inc. and consolidated affiliates(Unaudited)** **Three months ended     September 30 **Nine months ended    September 30   *(In millions)**2004 **2003 **2004  **2003 
Revenues from services (note 8)
$
16,843 
$
16,480 
$
49,615 
$
46,179 
Sales of goods  
706  
527  
2,010  
1,582      
Total revenues 
17,549  
17,007  
51,625  
47,761      
Interest 
2,703  
2,558 
8,192  
7,554 
Operating and administrative 
5,022  
4,626 
15,545  
13,319 
Cost of goods sold 
674  
459 
1,926  
1,361 
Insurance losses and policyholder and annuity benefits 
3,910  
4,168 
11,342  
12,409 
Provision for losses on financing receivables 
785  
1,061 
2,744  
2,799 
Depreciation and amortization  
1,508  
1,218 
4,390  
3,450 
Minority interest in net earnings of consolidated affiliates 
126  
33  
248  
96      
Total costs and expenses 
14,728  
14,123  
44,387  
40,988      
Earnings before income taxes and accounting change 
2,821  
2,884 
7,238  
6,773 
Provision for income taxes 
(588
) 
(677
)
(1,464
) 
(1,294
)     
Earnings before accounting change 
2,233  
2,207 
5,774  
5,479 
Cumulative effect of accounting change 
–  
(339
)
– 
(339
)     
Net earnings 
2,233  
1,868 
5,774  
5,140 
Dividends 
(222
) 
(924
)
(2,064
) 
(1,252
)
Retained earnings at beginning of period 
32,003  
29,268  
30,304  
26,324      
Retained earnings at end of period
$
34,014 
$
30,212 
$
34,014 
$
30,212       
See "Notes to Condensed, Consolidated Financial Statements." ****
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**Table of Contents

 

Condensed Statement of Financial PositionGeneral Electric Capital Services, Inc. and consolidated affiliates***(In millions)**September 30, 2004 **December 31, 2003   
(Unaudited)  
Cash and equivalents
$
8,582 
$
11,273 
Investment securities 
125,118  
121,910 
Financing receivables – net (note 5) 
253,315  
247,906 
Insurance receivables 
26,189  
27,537 
Other receivables – net 
16,354  
12,079 
Inventories 
203  
197 
Buildings and equipment, less accumulated amortization of    $20,175          and $16,748 
45,321  
38,822 
Intangible assets (note 6) 
27,388  
24,821 
Other assets 
74,955  
69,981    
Total assets
$
577,425 
$
554,526    
Borrowings (note 7)
$
329,539 
$
320,318 
Accounts payable 
17,574  
13,547 
Insurance liabilities, reserves and annuity benefits 
138,496  
136,264 
Other liabilities 
23,337  
23,238 
Deferred income taxes 
10,859  
10,736 
Total liabilities
519,805
504,103
Minority interest in equity of consolidated affiliates
8,631
5,115
Capital stock 
11
11
Additional paid-in capital
12,342
12,258
Retained earnings
34,014
30,304
Accumulated gains (losses) – net (a)
     Investment securities
1,693
1,823
     Currency translation adjustments
2,298
2,639
     Derivatives qualifying as hedges
(1,369
)
(1,727
)
Total shareowner's equity
48,989
45,308
Total liabilities and equity
$
577,425
$
554,526
(a)
The sum of accumulated gains (losses) on investment    securities, currency translation adjustments and derivatives qualifying as    hedges constitutes "Accumulated nonowner changes other than earnings," and    was $2,622 million and $2,735 million at September 30, 2004 and December 31,    2003, respectively.
See "Notes to Condensed, Consolidated Financial Statements."
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**Table of Contents

 

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

(Unaudited)** **Nine months ended    September 30    *(In millions)**2004 **2003 **Cash Flows – Operating Activities    
Net earnings
$
5,774 
$
5,140 
Adjustments to reconcile net earnings to cash provided from    operating activities      
          Cumulative effect of accounting change 
–  
339 
          Provision for losses on financing receivables 
2,744  
2,799 
          Depreciation and amortization  
4,390  
3,450 
          Increase in accounts payable 
4,648  
2,193 
          Increase in insurance liabilities, reserves and    annuity benefits**** 
3,645  
773 
          All other operating activities 
(757
) 
2,171     
Cash from operating activities 
20,444  
16,865 **Cash Flows – Investing Activities      
Increase in loans to customers 
(209,454
) 
(166,794
)
Principal collections from customers – loans 
209,675  
164,382 
Investment in equipment for financing leases 
(15,062
) 
(15,707*********************************************