<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

     | X |    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 29, 1997

                                       OR

     |   |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ____ to ____

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

                         Commission file number 0-14804

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

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

           DELAWARE                                               06-1109503
(State or other jurisdiction of                               (I.R.S. Employer
  incorporation or organization)                             Identification No.)

    260 LONG RIDGE ROAD,
   STAMFORD, CONNECTICUT                                           06927
(Address of principal executive offices)                         (Zip Code)


                                 (203) 357-4000
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X|  No | |

At May 12,  1997,  101 shares of common  stock with a par value of $10,000  were
outstanding.

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



<PAGE>

                                TABLE OF CONTENTS



                                                                      PAGE
                                                                 -------------- 


PART I - FINANCIAL INFORMATION.

Item 1.       Financial Statements .............................        1

Item 2.       Management's Discussion and Analysis of Results of
              Operations .......................................        5

Exhibit 12.   Computation of Ratio of Earnings to Fixed Charges
              and Computation of Ratio of Earnings to Combined
              Fixed Charges and Preferred Stock Dividends ......        8


PART II - OTHER INFORMATION.

Item 6.       Exhibits and Reports on Form 8-K .................        9

Signatures .....................................................       10

Index to Exhibits ..............................................       11



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

                                   (Unaudited)


                                                            THREE MONTHS ENDED 
                                                           --------------------
                                                          MARCH 29,   MARCH 30,
(In millions)                                                 1997        1996 
                                                           --------    --------
<S>                                                        <C>         <C>     
EARNED INCOME ..........................................   $  9,544    $  7,245
                                                           --------    --------
EXPENSES
Interest ...............................................      1,783       1,735
Operating and administrative ...........................      3,524       2,185
Insurance losses and policyholder and annuity benefits .      2,244       1,602
Provision for losses on financing receivables ..........        312         213
Depreciation and amortization of buildings and equipment
 and equipment on operating leases .....................        570         493
Minority interest in net earnings of consolidated
 affiliates ............................................         30          44
                                                           --------    --------
                                                              8,463       6,272
                                                           --------    --------
EARNINGS
Earnings before income taxes ...........................      1,081         973
Provision for income taxes .............................       (327)       (323)
                                                           --------    --------
NET EARNINGS ...........................................        754         650
Dividends ..............................................       (300)       (225)
Retained earnings at beginning of period ...............     11,354       9,518
                                                           --------    --------
RETAINED EARNINGS AT END OF PERIOD .....................   $ 11,808    $  9,943
                                                           ========    ========
</TABLE>








See Notes to Condensed, Consolidated Financial Statements.


                                       1
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued).
<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                    CONDENSED STATEMENT OF FINANCIAL POSITION


                                                          MARCH 29, DECEMBER 31,
(In millions)                                                 1997        1996  
                                                           --------    -------- 
                                                         (Unaudited)
<S>                                                        <C>         <C>      
ASSETS
Cash and equivalents ...................................   $  2,921    $  3,234
Investment securities ..................................     59,775      59,872
Financing receivables:
  Time sales and loans, net of deferred income .........     60,681      62,832
  Investment in financing leases, net of deferred income     39,088      39,575
                                                           --------    --------
                                                             99,769     102,407
  Allowance for losses on financing receivables ........     (2,624)     (2,693)
                                                           --------    --------
    Financing receivables - net ........................     97,145      99,714
Other receivables - net ................................     15,562      15,962
Equipment on operating leases (at cost), less
 accumulated amortization of $5,402 and $5,625 .........     16,583      16,134
Intangible assets ......................................      8,493       8,640
Other assets ...........................................     24,487      23,863
                                                           --------    --------
      TOTAL ASSETS .....................................   $224,966    $227,419
                                                           ========    ========

LIABILITIES AND EQUITY
Short-term borrowings ..................................   $ 79,350    $ 77,945
Long-term borrowings:
  Senior ...............................................     43,792      46,680
  Subordinated .........................................        996         996
Insurance liabilities, reserves and annuity benefits ...     61,152      61,327
Other liabilities ......................................     15,180      15,925
Deferred income taxes ..................................      7,728       7,740
                                                           --------    --------
      Total liabilities ................................    208,198     210,613
                                                           --------    --------
Minority interest in equity of consolidated affiliates .      2,619       2,530
                                                           --------    --------

Capital stock ..........................................         11          11
Additional paid-in capital .............................      2,325       2,316
Retained earnings ......................................     11,808      11,354
Unrealized gains on investment securities ..............        180         668
Foreign currency translation adjustments ...............       (175)        (73)
                                                           --------    --------
      Total equity .....................................     14,149      14,276
                                                           --------    --------
      TOTAL LIABILITIES AND EQUITY .....................   $224,966    $227,419
                                                           ========    ========
</TABLE>




See Notes to Condensed, Consolidated Financial Statements.


                                       2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued).

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

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)
                                                            THREE MONTHS ENDED 
                                                           --------------------
                                                          MARCH 29,   MARCH 30,
(In millions)                                                 1997        1996 
                                                           --------    --------
<S>                                                       <C>          <C>     
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ...........................................   $    754    $    650
Adjustments to reconcile net earnings to cash provided
 from operating activities:
  Provision for losses on financing receivables ........        312         213
  Depreciation and amortization of buildings and
   equipment and equipment on operating leases .........        570         493
  Other - net ..........................................        (50)        116
                                                           --------    --------
    Cash provided from operating activities ............      1,586       1,472
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in loans to customers .........................    (10,362)    (11,391)
Principal collections from customers ...................     10,250      11,876
Investment in assets on financing leases ...............     (3,880)     (2,914)
Principal collections on financing leases ..............      3,924       2,908
Net decrease in credit card receivables ................      1,453         172
Buildings and equipment and equipment on
 operating leases:
   - additions .........................................     (1,285)     (1,367)
   - dispositions ......................................        349         350
Payments for principal businesses purchased, net of
 cash acquired .........................................        (27)        (97)
Purchases of investment securities by insurance
 affiliates and annuity businesses .....................     (4,562)     (3,551)
Dispositions and maturities of investment securities by
 insurance affiliates and annuity businesses ...........      4,460       3,158
Other - net ............................................     (1,538)     (1,327)
                                                           --------    --------
    Cash used for investing activities .................     (1,218)     (2,183)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities 90 days or less) ..      2,457      (1,414)
Newly issued debt  - short-term (maturities 91-365 days)        963         882
                   - long-term senior ..................      3,700       7,657
Proceeds - non-recourse, leveraged lease debt ..........        --          236
Repayments and other reductions:
                   - short-term (maturities 91-365 days)     (7,418)     (5,479)
                   - long-term senior ..................       (331)       (314)
Principal payments - non-recourse, leveraged lease debt        (129)       (103)
Proceeds from sales of investment and annuity contracts         917         149
Redemption of investment and annuity contracts .........       (640)       (478)
Dividends paid .........................................       (300)       (225)
Issuance of variable cumulative preferred stock by
 consolidated affiliate ................................        100         -- 
                                                           --------    --------
    Cash (used for) provided from financing activities .       (681)        911
                                                           --------    --------

(DECREASE) INCREASE IN CASH AND EQUIVALENTS ............       (313)        200
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............      3,234       1,949
                                                           --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD ..................   $  2,921    $  2,149
                                                           ========    ========
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.


                                       3
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued).

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   The accompanying  condensed  quarterly financial  statements  represent the
     adding  together  of  General  Electric  Capital  Services,  Inc.  and  all
     majority-owned  and  controlled   affiliates   (collectively   called  "the
     Corporation" or "GECS"). All significant  transactions among the parent and
     consolidated  affiliates  have been  eliminated.  Certain prior period data
     have been reclassified to conform to the current period presentation.

2.   The condensed  consolidated  quarterly financial  statements are unaudited.
     These  statements  include all adjustments  (consisting of normal recurring
     accruals) considered necessary by management to present a fair statement of
     the results of operations,  financial  position and cash flows. The results
     reported in these condensed consolidated financial statements should not be
     regarded as necessarily  indicative of results that may be expected for the
     entire  year.

3.   The Corporation  has adopted  Statement of Financial  Accounting  Standards
     ("SFAS")  No. 125,  Accounting  for  Transfers  and  Servicing of Financial
     Assets  and  Extinguishments  of  Liabilities.  Among  other  things,  this
     Statement  distinguishes  transfers of financial assets that are sales from
     transfers that are secured borrowings,  based on control of the transferred
     assets.  SFAS No. 125 applies to all transactions  occurring after December
     31, 1996; thus,  adoption did not have an effect on the financial  position
     or results of operations of the Corporation.


                                       4
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

OVERVIEW

Net earnings  for the first  quarter of 1997 were $754  million,  a $104 million
(16%) increase over the first quarter of 1996.

Earnings  of the  lending,  leasing  and  equipment  management  businesses  are
significantly  influenced by the level of invested assets, the related financing
spreads (the excess of rates earned -- yields -- over rates on  borrowings)  and
the quality of those assets.  The increase in net earnings for these  businesses
principally  resulted from a higher average level of invested  assets as well as
increased  financing spreads,  reflecting both higher yields and lower borrowing
rates.  Earnings growth from the consumer savings and insurance  operations also
contributed to the increase in net earnings,  principally reflecting the effects
of acquisitions  during 1996.  These  increases were partially  offset by higher
losses  associated with the  Corporation's  equity investment in Montgomery Ward
Holding Corp.

The  Specialty  Insurance  segment,  principally  GE  Global  Insurance  Holding
Corporation,  added to the increase in net earnings  primarily  due to increased
premium and investment  income resulting from  origination  volume and continued
growth in the investment  portfolios.  These increases were partially  offset by
increases  in  reserves  for  insurance   losses,   primarily   related  to  the
corresponding increase in premium income.


OPERATING RESULTS

EARNED INCOME from all sources was $9,544 million for the first quarter of 1997,
a 32% increase compared with $7,245 million for the first quarter of 1996.

Earned  income from the  equipment  management,  consumer  services,  mid-market
financing,  and specialized  financing businesses increased $2,080 million (40%)
over the comparable  prior-year  period. A significant  portion of this increase
was the  contribution  provided by the  computer  equipment  businesses  and the
consumer  savings and insurance  businesses  acquired  during 1996. The increase
also  reflected a higher average level of invested  assets,  resulting from both
origination volume and acquisitions of portfolios and businesses.  Earned income
of the  Specialty  Insurance  segment  increased  $237  million  (11%) to $2,320
million for the first  quarter of 1997  compared with the first quarter of 1996.
The  increase  primarily  reflected  increased  premium  and  investment  income
resulting  from  origination  volume  and  continued  growth  in the  investment
portfolios.

INTEREST  EXPENSE for the first  quarter of 1997 was $1,783  million,  3% higher
than for the first quarter of 1996. The increase reflected the effects of higher
average borrowings used to finance asset growth,  offset by the effects of lower
average  interest  rates.  The  composite  interest  rate  on the  Corporation's
borrowings  for the first  quarter of 1997 was 6.02%  compared with 6.38% in the
first quarter of 1996.

OPERATING AND ADMINISTRATIVE  EXPENSES were $3,524 million for the first quarter
of 1997, a 61% increase over the first quarter of 1996.  The increase  primarily
reflected costs associated with businesses and portfolios acquired over the past
year and higher investment levels.  Included in this increase are costs of sales
and services of the computer equipment businesses acquired in 1996.

INSURANCE LOSSES AND  POLICYHOLDER AND ANNUITY BENEFITS  increased 40% to $2,244
million for the first  quarter of 1997,  compared  with  $1,602  million for the
first quarter of 1996. The increase primarily reflected the consumer savings and
insurance businesses acquired in 1996 and growth in origination volume.

PROVISION FOR LOSSES ON FINANCING  RECEIVABLES increased to $312 million for the
first  quarter of 1997 from $213  million for the first  quarter of 1996.  These
provisions  principally  related to  private-label  and bank credit cards in the
Consumer Services segment which are discussed below under Portfolio Quality. The
increase  principally  reflects  higher average  receivable  balances as well as
increased  delinquencies  in the consumer  portfolio,  consistent  with industry
experience.



                                       5
<PAGE>

ITEM  2.   MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF  OPERATIONS
          (Continued).

DEPRECIATION  AND  AMORTIZATION  OF BUILDINGS  AND  EQUIPMENT  AND  EQUIPMENT ON
OPERATING  LEASES  increased  $77  million  (16%) to $570  million for the first
quarter of 1997 compared  with $493 million for the first  quarter of 1996.  The
increase was  principally  the result of higher levels of equipment on operating
leases,  primarily reflecting a shift in auto lease volume from financing leases
to operating leases as well as origination volume and acquisition growth.

PROVISION  FOR INCOME TAXES was $327  million for the first  quarter of 1997 (an
effective  tax rate of 30.2%),  compared with $323 million for the first quarter
of 1996 (an effective tax rate of 33.2%).  The higher provision for income taxes
reflected increased pre-tax earnings subject to statutory rates. The decrease in
the 1997  effective tax rate resulted  primarily  from increased tax credits and
decreases in taxes on non-U.S. income.

CAPITAL RESOURCES AND LIQUIDITY

Other  Assets  includes  $228  million  at  March  29,  1997,  representing  the
Corporation's  noncontrolling  investment  in common  stock of  Montgomery  Ward
Holding Corp. ("MWHC"),  down from $314 million at December 31, 1996. During the
first  quarter  of  1997,  MWHC  reported  losses  from   operations,   and  the
Corporation's  investment was reduced for its share of such losses.  In addition
to the  investment  in MWHC common  stock,  the  Corporation  engages in various
ordinary course of business financing transactions with MWHC and affiliates.  At
March 29, 1997, such investments,  primarily financing receivables from MWHC and
affiliates,  amounted to approximately $880 million, an increase of $133 million
from December 31, 1996,  primarily resulting from increased inventory financing.
These  investments  were all performing in accordance  with their terms at March
29, 1997. No impairment writedown was considered necessary for investments in or
financing receivables with MWHC and affiliates at March 29, 1997. In addition to
the direct transactions with MWHC and affiliates,  the Corporation also provides
financing to customers of MWHC and affiliates through GE Capital's  wholly-owned
affiliate, Montgomery Ward Credit Corporation.

PORTFOLIO QUALITY

THE PORTFOLIO OF FINANCING RECEIVABLES,  before allowance for losses,  decreased
to $99.8  billion  at March 29,  1997 from  $102.4  billion  at the end of 1996.
Financing  receivables are the financing segment's largest asset and its primary
source of revenues.  Related allowances for losses at March 29, 1997, aggregated
$2.6 billion (2.63% of receivables - the same as at the end of 1996) and are, in
management's  judgment,  appropriate given the risk profile of the portfolio.  A
discussion  about the quality of certain  elements of the portfolio of financing
receivables follows. "Nonearning" receivables are those that are 90 days or more
delinquent and "reduced  earning"  receivables are commercial  receivables whose
terms have been restructured to a below-market yield.

CONSUMER  RECEIVABLES,  primarily  credit card and personal loans and auto loans
and leases,  were $44.5  billion at March 29,  1997,  a decrease of $1.7 billion
from the end of 1996. Nonearning  receivables increased to $939 million at March
29,  1997,  from $926  million at  December  31,  1996.  Write-offs  of consumer
receivables  increased to $293 million for the first  quarter of 1997,  compared
with $190 million for the first  quarter of 1996.  This  increase was  primarily
attributable to higher average receivable  balances resulting from a combination
of origination  volume and  acquisitions of businesses and portfolios as well as
higher delinquencies, consistent with overall industry experience.

COMMERCIAL  REAL ESTATE LOANS  classified  as financing  receivables  were $11.9
billion at March 29,  1997,  compared  with  $12.1  billion  at  year-end  1996.
Nonearning and reduced  earning  receivables  increased to $179 million at March
29, 1997, from $158 million at December 31, 1996.  Write-offs of commercial real
estate loans were $6 million for the first  quarter of 1997,  compared  with $10
million for the first quarter of 1996. At March 29, 1997,  the  commercial  real
estate portfolio also included, in other assets, $1.6 billion of assets acquired
for resale from various  financial  institutions  (the same as at year-end 1996)
and $2.4  billion  of  investments  in real  estate  ventures  ($2.5  billion at
year-end 1996).

OTHER  FINANCING  RECEIVABLES,  totaling  $43.4 billion at March 29, 1997 ($44.1
billion at December 31, 1996), consisted of a diverse commercial, industrial and
equipment  loan and lease  portfolio.  Related  nonearning  and  reduced-earning
receivables  were $290 million at March 29, 1997,  compared with $313 million at
year-end 1996.



                                       6
<PAGE>

ITEM  2.   MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF  OPERATIONS
          (Continued).

The Corporation held loans and leases to commercial  airlines  amounting to $8.4
billion at March 29, 1997, up from $8.2 billion at the end of 1996.

OTHER MATTERS

As 1997 progresses,  management  continues to believe that vigilant attention to
risk  management  and  controllership  and a strong  focus on quality - complete
satisfaction  of  customer  needs -  position  it to deal  effectively  with the
increasing competition in an ever-changing global economy.



                                       7
<PAGE>


                                                                     EXHIBIT 12
<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                       AND
           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS

                        THREE MONTHS ENDED MARCH 29, 1997

                                   (Unaudited)

                                                                      RATIO OF 
                                                                      EARNINGS 
                                                                         TO    
                                                                      COMBINED 
                                                                        FIXED  
                                                           RATIO OF    CHARGES 
                                                           EARNINGS      AND   
                                                              TO      PREFERRED
                                                             FIXED      STOCK  
(Dollar amounts in millions)                                CHARGES   DIVIDENDS
                                                           --------    --------
<S>                                                        <C>         <C>     
Net earnings ...........................................   $    754    $    754
Provision for income taxes .............................        327         327
Minority interest in net earnings of consolidated
 affiliates ............................................         30          30
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest .....................................      1,111       1,111
                                                           --------    --------

Fixed charges:
  Interest .............................................      1,808       1,808
  One-third of rentals .................................         49          49
                                                           --------    --------
Total fixed charges ....................................      1,857       1,857
                                                           --------    --------

Less interest capitalized, net of amortization .........         12          12
                                                           --------    --------
Earnings before provision for income taxes and minority
 interest, plus fixed charges ..........................   $  2,956    $  2,956
                                                           ========    ========

Ratio of earnings to fixed charges .....................       1.59
                                                           ========


Preferred stock dividend requirements ..................               $    -- 
Ratio of earnings before provision for income taxes to
 net earnings ..........................................                   1.43
Preferred stock dividend factor on pre-tax basis .......                    -- 
Fixed charges ..........................................                  1,857
                                                                       --------
Total fixed charges and preferred stock dividend
 requirements ..........................................               $  1,857
                                                                       ========

Ratio of earnings to combined fixed charges and
 preferred stock dividends .............................                   1.59
                                                                       ========
</TABLE>



For purposes of computing the ratios,  fixed charges  consist of interest on all
indebtedness and one-third of rentals, which management believes is a reasonable
approximation of the interest factor of such rentals.


                                       8
<PAGE>

                           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 27.  Financial Data Schedule (filed electronically only).



     b.  REPORTS ON FORM 8-K.

         None.


                                       9
<PAGE>

                                   SIGNATURES

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


                             GENERAL ELECTRIC CAPITAL SERVICES, INC.
                             ---------------------------------------
                                          (Registrant)



Date:  May 13, 1997          By:          /s/ J.A. Parke
                                 -----------------------------------
                                              J.A. Parke,
                                    Senior Vice President, Finance
                                     (Principal Financial Officer)


Date:  May 13, 1997          By:          /s/ J.C. Amble
                                 -----------------------------------
                                              J.C. Amble,
                                     Vice President and Controller
                                     (Principal Accounting Officer)





                                       10
<PAGE>


       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                                INDEX TO EXHIBITS


 EXHIBIT NO.                                                             PAGE
-------------                                                           ------ 




      12         Computation of ratio of earnings to fixed charges
                 and computation of ratio of earnings to combined
                 fixed charges and preferred stock dividends .......       8

      27         Financial Data Schedule (filed electronically only)



                                       11
<PAGE>