UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM 10-K
                           --------------------------


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

                   For the fiscal year ended December 31, 2000

                                       OR

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

                  For the transition period from _____ to _____

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

                         Commission file number 0-14804
                           ---------------------------

                     General Electric Capital Services, Inc.
             (Exact name of registrant as specified in its charter)



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

260 Long Ridge Road, Stamford, Connecticut   06927            (203) 357-4000
------------------------------------------   --------    -----------------------
(Address of principal executive offices)    (Zip Code)   (Registrant's telephone
                                                            number, including
                                                                area code)



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

                         SECURITIES REGISTERED PURSUANT
                          TO SECTION 12(b) OF THE ACT:

                                                Name of each
  Title of each class                           exchange on which registered
  ------------------------------------          ----------------------------
  7 1/2% Guaranteed Subordinated Notes          New York Stock Exchange
  Due August 21, 2035



                         SECURITIES REGISTERED PURSUANT
                          TO SECTION 12(g) OF THE ACT:
                               Title of each class

                    Common Stock, par value $1,000 per share

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

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

At March 23, 2001,  1,012 shares of voting common stock,  which constitute all
of the outstanding common equity, with a par value of $1,000 were outstanding.

Aggregate market value of the outstanding common equity held by nonaffiliates of
the registrant at March 23, 2001. None.

                       DOCUMENTS INCORPORATED BY REFERENCE

The consolidated  financial statements of General Electric Company, set forth in
the Annual  Report on Form 10-K of General  Electric  Company for the year ended
December 31, 2000 are incorporated by reference into Part IV hereof.

Item 1.  Business - Property and Casualty  Reserves for Unpaid  Claims and Claim
Expenses,  set forth in the  Annual  Report on Form 10-K of GE Global  Insurance
Holding  Corporation  for the year ended  December 31, 2000 is  incorporated  by
reference into Part I hereof.

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


<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                        Page
<S>            <C>                                                                                      <C>
PART I
     Item 1.   Business .............................................................................    1
     Item 2.   Properties ...........................................................................   13
     Item 3.   Legal Proceedings ....................................................................   13
     Item 4.   Submission of Matters to a Vote of Security Holders ..................................   13

PART II

     Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters ............   14
     Item 6.   Selected Financial Data ..............................................................   14
     Item 7.   Management's Discussion and Analysis of Results of Operations ........................   14
     Item 7A.  Quantitative and Qualitative Disclosures About Market Risk ...........................   22
     Item 8.   Financial Statements and Supplementary Data ..........................................   23
     Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .   46

PART III

     Item 10.  Directors and Executive Officers of the Registrant ...................................   47
     Item 11.  Executive Compensation ...............................................................   47
     Item 12.  Security Ownership of Certain Beneficial Owners and Management .......................   47
     Item 13.  Certain Relationships and Related Transactions .......................................   47


PART IV

     Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K .....................   48

</TABLE>


<PAGE>


54

                                     PART I

Item 1.   Business.

GENERAL ELECTRIC CAPITAL SERVICES, INC.

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

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

GENERAL ELECTRIC CAPITAL CORPORATION

GE  Capital  was  incorporated  in 1943  in the  State  of New  York  under  the
provisions  of the New York Banking Law  relating to  investment  companies,  as
successor to General Electric Contracts  Corporation,  which was formed in 1932.
The capital  stock of GE Capital was  contributed  to GE Capital  Services by GE
Company in June 1984.  Until  November  1987,  the name of the  corporation  was
General  Electric  Credit  Corporation.  GE Capital is expected to complete  its
reincorporation  as a  Delaware  corporation  in the  first  half of  2001.  The
business  of  GE  Capital  originally  related   principally  to  financing  the
distribution  and sale of consumer and other products of GE Company.  Currently,
however,  the types and brands of products financed and the services offered are
significantly  more  diversified.  GE Company  manufactures  few of the products
financed by GE Capital.

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

Services of GE Capital  are  offered  primarily  in the United  States,  Canada,
Europe and the Pacific Basin. GE Capital's  principal  executive  offices are at
260 Long Ridge Road,  Stamford,  Connecticut  06927.  At December 31,  2000,  GE
Capital and affiliates employed approximately 90,200 persons.

GE GLOBAL INSURANCE HOLDING CORPORATION

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

GE Global  Insurance  operates  in three broad  arenas:  property  and  casualty
reinsurance,  life reinsurance and primary commercial lines. GE Global Insurance
competes  with more than 100 other  property and  casualty and life  reinsurance
companies  around the world,  and with several hundred primary  commercial lines
companies  in the United  States.  GE Global  Insurance  is the  fourth  largest
reinsurer in the world,  based on 1999 net written premiums.  It is a relatively
small niche player in the broad primary  commercial  lines arena.  In one of its
major primary areas - medical  professional  liability - GE Global  Insurance is
the fourth largest writer in the United States based on 1999 premiums.

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

The global  reinsurance  industry  continues  to be  affected  by excess  market
capacity and primary insurers seeking alternative forms of risk transfer such as
insurance  captives,  structured  securities  and  derivative  products.  Global
reinsurers are offering ways to meet the demands of this changing  global market
by expanding their markets,  entering into new reinsurance niches,  offering new
reinsurance  products and spreading  their risks  geographically.  This changing
reinsurance  environment  may affect  the  industry's  profitability,  which has
historically  been influenced by the insurance  industry's  underwriting  cycle,
changes in interest rates and catastrophic events.

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

GE Global  Insurance and its affiliates  conduct  business  throughout the world
using a network of local offices.  The world headquarters of GE Global Insurance
are at 5200 Metcalf Avenue,  Overland Park,  Kansas 66201. At December 31, 2000,
GE Global Insurance and affiliates employed approximately 3,900 persons.

OPERATING SEGMENTS

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

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

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

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

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


<PAGE>



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


Refer  to  Item  7,   "Management's   Discussion  and  Analysis  of  Results  of
Operations,"  in  this  Annual  Report  on Form  10-K  for a  discussion  of the
Corporation's  Portfolio  Quality.  Item 1.  Business  - Property  and  Casualty
Reserves for Unpaid Claims and Claim Expenses,  which is set forth in the Annual
Report on Form 10-K of GE Global Insurance for the year ended December 31, 2000,
is  incorporated  herein,  by  reference.  A  description  of the  Corporation's
principal businesses by operating segment follows.

CONSUMER SERVICES

GE Financial Assurance

GE Financial  Assurance ("GEFA") provides consumers financial security solutions
by selling a wide variety of  insurance,  investment  and  retirement  products,
payment protection insurance and income protection packages,  primarily in North
America,  Europe and Asia.  These  products help  consumers  accumulate  wealth,
transfer wealth,  and protect their lifestyles and assets and are sold through a
family of regulated insurance and annuity affiliates.

GEFA's principal product lines in North America and Asia are annuities (deferred
and immediate,  fixed and variable),  life insurance (universal,  term, ordinary
and group), guaranteed investment contracts including funding agreements, mutual
funds,  long-term care insurance,  supplemental  accident and health  insurance,
personal lines of automobile insurance and consumer club memberships.

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

GEFA's product distribution in North America,  Europe, and Asia are accomplished
primarily through four channels: intermediaries (brokerage general agents, banks
and securities brokerage firms), dedicated sales forces, financial advisors, and
affinity based marketing (through electronic-commerce, telemarketing, and direct
mail).

GEFA's principal operating affiliates include General Electric Capital Assurance
Company,  First  Colony Life  Insurance  Company,  Federal  Home Life  Insurance
Company,  GE Life and Annuity  Assurance  Company  (formerly The Life  Insurance
Company of  Virginia),  Colonial Penn  Insurance  Company,  Union  Fidelity Life
Insurance  Company,  GE Edison Life  Insurance  Company,  GE Insurance  Holdings
Limited and GE Life Group Limited.

Effective  March 1, 2000,  GE Edison Life  Insurance  Company ("GE  Edison"),  a
subsidiary of GEFA,  acquired the insurance  policies and related assets of Toho
Mutual  Life  Insurance  Company  by  a  comprehensive  transfer.   Total  cash,
investment  securities and other tangible assets acquired by GE Edison was $20.3
billion, and restructured insurance contracts and other liabilities assumed were
$21.9 billion.

On April 3, 2000,  GEFA acquired  Phoenix  American Life  Insurance  Company,  a
subsidiary of Phoenix Home Life Mutual Insurance Company, for approximately $281
million.   Phoenix   American  Life  Insurance   Company,   based  in  Hartford,
Connecticut, serves the needs of small business owners by offering a broad range
of products including dental, disability, and life insurance.

Effective  July 1, 2000,  GEFA  acquired  90% of the  long-term  care  insurance
portfolio of  Citigroup's  Travelers  Life and Annuity  unit and certain  assets
related  thereto for $411  million.  In  addition,  GEFA and  certain  Citigroup
companies  entered into  agreements to underwrite and distribute  long term care
insurance through a long-term  strategic  alliance.  Under this agreement,  GEFA
will market to the distribution channels of Citigroup, including Travelers

GEFA  recognizes  that  consolidation  in the financial  services  industry will
create fewer but larger competitors.  GEFA's ability to effectively compete will
be  dependent  upon,  among other  things,  its  ability to reduce its  expenses
through  the  elimination  of  duplicate  functions  and  the  use  of  enhanced
technology  and its  ability  to bring  together  its recent  acquisitions  into
compliant,  integrated  platforms  with  common  information  systems.  GEFA has
worked,   and  will  continue  to  work,   to  promptly   integrate  its  recent
acquisitions,  many of which have  enhanced  existing  distribution  channels or
added new ones.

GEFA operates in a highly  competitive  environment.  While GEFA believes it has
assembled a strong collection of products and distribution  channels,  there are
competitors  that have also assembled a similar array of financial  products and
have similar  strategic  goals.  GEFA believes  that the  principal  competitive
factors in the sale of insurance and investment  products are product  features,
commission structure,  perceived stability of the insurer, claims paying ability
ratings,  service,  name recognition and price. Many other companies are capable
of competing for sales in GEFA's target  markets.  GEFA's  ability to compete is
affected  in part by its  ability to provide  competitive  products  and quality
service to the consumer, general agents, licensed insurance agents and brokers.

GEFA's competition from banks and other financial institutions may increase as a
result of recent  federal  legislation.  The  Gramm-Leach-Bliley  Act (the Act),
enacted on November  12,  1999,  will allow bank  holding  companies  to acquire
insurance companies,  and insurance holding companies to acquire banks. Although
the effect of the Act on the  industry is  uncertain,  the ability to retain its
customers and to sell products could be materially affected in the future.

Many of GEFA's  activities  are subject to regulation by a variety of regulatory
agencies.

GEFA headquarters are in Richmond, Virginia.

Auto Financial Services

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



<PAGE>


On November 29, 2000, AFS announced its decision to discontinue  originating new
lease, loan and commercial  transactions effective December 1, 2000. As a result
of this  announcement,  AFS future  operations  will consist of servicing  their
existing portfolios and re-marketing off-lease vehicles.

AFS headquarters are in Barrington, Illinois.

GE Card Services

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

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

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

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

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

CS headquarters are in Stamford, Connecticut.

Global Consumer Finance

GE Capital  Global  Consumer  Finance  ("GCF") is a leading  provider  of credit
services to non-U.S.  retailers and consumers. GCF provides private-label credit
cards and  proprietary  credit  services to retailers in Europe,  Asia and, to a
lesser   extent,   South   America,   as  well  as   offering   a   variety   of
direct-to-consumer  credit  programs  such as  consumer  loans,  auto  loans and
finance leases, bankcards and credit insurance.

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

GCF's  operations  are  subject  to a variety  of bank and  consumer  protection
regulations  in their  respective  jurisdictions  and a number of countries have
ceilings on rates chargeable to consumers in financial service transactions. The
businesses in which GCF engages are subject to competition from various types of
financial institutions  including commercial banks, leasing companies,  consumer
loan companies,  independent finance companies,  manufacturers'  captive finance
companies, and insurance companies.

GCF headquarters are in Stamford, Connecticut.

Mortgage Services

GE Capital Mortgage Services,  Inc.  ("Mortgage  Services") engaged primarily in
the  business of  originating,  purchasing,  selling and  servicing  residential
mortgage loans collateralized by one-to-four-family homes located throughout the
United States.  Mortgage Services obtained servicing through the origination and
purchase of mortgage  loans and servicing  rights,  and  primarily  packaged the
loans it originated and purchased into mortgage-backed  securities which it sold
to investors. Mortgage Services also originated and serviced home equity loans.

On September 29, 2000,  Mortgage  Services closed on a transaction  with a major
mortgage  company,  which is owned by a major national bank holding company,  to
subservice  Mortgage  Services'  mortgage  servicing  portfolio  and to  acquire
Mortgage  Services'  servicing  facility  and  mortgage  origination   business.
Mortgage Services retains its financial interest in the servicing  portfolio and
the related  assets,  which are now being  managed by Mortgage  Insurance.  As a
result of this  transaction,  Mortgage  Services will be exiting the business of
originating, purchasing and selling of residential mortgage loans.

Mortgage Services headquarters are in Cherry Hill, New Jersey.

EQUIPMENT MANAGEMENT

Aviation Services

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

GECAS owns or manages a fleet of over 1,000 aircraft  world-wide with additional
planes on order or on option from Boeing, Airbus, Fairchild Dornier, Embraer and
Bombardier. GECAS has 173 customers in 60 countries.

GECAS operates in a highly competitive area serving a cyclical industry that has
seen a  consolidation  of its current and potential  customer base. The business
could also be affected by regulatory changes that, if enacted,  would reduce the
permissible  noise levels emitted from commercial  aircraft and affect values of
certain aircraft.

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



<PAGE>


Fleet Services

GE Capital  Fleet  Services  ("Fleet")  is one of the  leading  corporate  fleet
management companies with operations in North America,  Europe,  Australia,  New
Zealand and Japan and  approximately 1.2 million cars and trucks under lease and
service  management.  Fleet  offers  finance  and  operating  leases to  several
thousand  customers with an average lease term of 36 months. The primary product
in North America is a terminal rental  adjustment clause lease through which the
customer  assumes the residual  risk - that is, risk that the book value will be
greater than market value at lease  termination.  In Europe, the primary product
is a closed-end  lease in which Fleet assumes  residual risk. In addition to the
services  directly  associated with the lease,  Fleet offers  value-added  fleet
management  services designed to reduce customers' total fleet management costs.
These services include, among others, maintenance management programs,  accident
services,  national  account  purchasing  programs,  fuel programs and title and
licensing  services.  Fleet's  customer  base is  diversified  with  respect  to
industry and geography and includes many Fortune 500 companies.

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

Fleet headquarters are in Eden Prairie, Minnesota.

Information Technology Solutions

GE  Capital  Information  Technology  Solutions  ("IT  Solutions")  is a leading
worldwide  provider  of a broad array of  information  technology  products  and
services,  including  full life  cycle  services  that  provide  customers  with
cost-effective  control and management of their  information  systems.  Products
offered include desktop personal computers, client server systems, UNIX systems,
local and wide area network  hardware,  and software.  Services  offered include
network design, network support, asset management, help desk, disaster recovery,
enterprise  management and financial  services.  IT Solutions serves commercial,
educational and governmental customers in 13 countries.

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

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

Transport International Pool/Modular Space

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

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

TIP's competitive environment is made up of a few large national competitors and
many smaller, often changing regional players. TIP is a major participant in the
transportation renting,  leasing,  selling and financing market. The industry is
characterized  by  thin  operating   margins  and  continued   consolidation  of
companies,  with their  volume  driven by the gross  domestic  product and their
costs  affected  by  fuel  prices  and  driver  labor.  The  ability  to  remain
competitive will require the continued expansion of value-added  services around
the core business of renting, leasing and financing transportation equipment.

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

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

TIP/Modular  Space  have  offices  in  North  America  and  Europe.   The  world
headquarters for TIP/Modular Space are in Devon,  Pennsylvania.  Modular Space's
European  headquarters are in Awtwerp,  Belgium. TIP operates a European service
center in Amsterdam,  The Netherlands,  and a commercial  vehicle  operation and
administrative center in Manchester, England.

GE SeaCo/GE Capital Container Finance Corporation

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

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

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

Container Finance competes directly with financial institutions that may lend at
lower  rates and more  advantageous  terms.  Finance  leases are on a fixed rate
basis thus exposing  Container  Finance to interest rate risk.  All of Container
Finance's  finance lease  customers are located outside of the United States and
are  exposed  to risk  associated  with trade flow  changes,  foreign  exchange,
political risk, and industry structural changes.

GE  SeaCo   headquarters  are  in  Bridgetown,   Barbados.   Container   Finance
headquarters are in Oakland, California.

Penske Truck Leasing

GE Capital is a limited partner in Penske Truck Leasing  ("Penske"),  which is a
leading provider of full-service truck leasing and commercial and consumer truck
rental in the United  States.  Penske  operates  through a  national  network of
full-service truck leasing and rental  facilities.  At December 31, 2000, Penske
had a fleet of about  103,000  tractors,  trucks and trailers in its leasing and
rental  fleets and  provided  contract  maintenance  programs  or other  support
services for about 42,000 additional vehicles.

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

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

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

Penske headquarters are in Reading, Pennsylvania.

GE American Communications

GE  American  Communications  ("GE  Americom")  is a leading  satellite  service
supplier to a diverse array of  customers,  including the broadcast and cable TV
industries,  as well  as  broadcast  radio.  It is also a  leading  supplier  of
integrated  communications  services for government and commercial customers. GE
Americom  operates 14  communications  satellites  and  maintains  a  supporting
network of earth stations, central terminal offices, and telemetry, tracking and
control facilities.

Through a recent  acquisition  and the successful  launch of the GE-1A satellite
through its joint venture,  Americom  Asia-Pacific LLC, GE Americom's  satellite
fleet will be globally connected to deliver service in the Americas,  Europe and
Asia-Pacific. As a provider of global satellite services, GE Americom is subject
to  the  regulatory  authority  of  the  United  States  (notably,  the  Federal
Communications Commission), the regulatory authority of other countries in which
GE  Americom   operates,   and  the  frequency   coordination   process  of  the
International  Telecommunications  Union.  As a result,  the  ability to provide
services in a  particular  country  could be  affected by new or changing  laws,
regulations, and policies implemented by such regulatory authorities.

GE Americom headquarters are in Princeton, New Jersey.

Rail Services

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

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

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

Traditional  competitors  include railroads,  stand-alone  leasing companies and
other owners of railcar fleets, diversified financial institutions,  and railcar
builders.  Customers who lease railcars also have the choice of purchasing them,
either  outright  or  through a financed  sale.  Certain  segments  of the North
American  railcar leasing  industry  continue to be affected by an oversupply of
cars.  Ongoing  technology changes in car design and capacity are also impacting
car supply. In Europe,  liberalization  and privatization of national  railroads
continue  to  significantly  impact  the rail  industry.  In  addition,  on both
continents,  changes in supply and demand for  commodities  shipped by rail also
impact the demand for cars.  In that  regard,  the trucking  industries  on both
continents  continue  to make  inroads  into  traditional  haulage by rail.  The
interaction  and timing of these forces  across the portfolio of cars can impact
the profitability of GERSCO.  The ability to remain competitive will require the
commitment to constant  productivity  gains and  improvement  in its breadth and
quality  of  service  through  the  implementation  of  technology  and  process
improvements.

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



<PAGE>


MID-MARKET FINANCING

Commercial Equipment Financing

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

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

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

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

Vendor Financial Services

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


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

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

European Equipment Finance

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



<PAGE>


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

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

SPECIALIZED FINANCING

Real Estate

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

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

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

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

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

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

Structured Finance Group

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


SFG  combines  industry  and  technical  expertise  to  deliver a full  range of
sophisticated financial services and products.  Services include project finance
(construction and term), corporate finance,  acquisition finance and arrangement
and  placement  services.   Products  include  a  variety  of  debt  and  equity
instruments,   as  well  as  structured  transactions,   including  leasing  and
partnerships. SFG manages an investment portfolio of approximately $12 billion.



<PAGE>


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


SFG  headquarters are in Stamford,  Connecticut,  and it has offices in Atlanta,
Georgia;   Chicago,   Illinois;   Houston,   Texas,  and  New  York,  New  York.
Internationally,  SFG  is  represented  through  affiliates  in  London,  United
Kingdom; Frankfurt, Germany; Milan, Italy; Hong Kong, China; and Tokyo, Japan.

Commercial Finance

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

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


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


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

GE Equity

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

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

GE Equity headquarters are in Stamford, Connecticut.



<PAGE>


SPECIALTY INSURANCE

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

Financial Guaranty Insurance

FGIC Holdings  ("FGIC"),  through its subsidiary,  Financial  Guaranty Insurance
Company ("Financial Guaranty"),  is an insurer of municipal bonds, including new
issues,  bonds traded in the secondary  market and bonds held in unit investment
trusts and mutual funds.  Financial  Guaranty also  guarantees  certain  taxable
structured debt. The in force guaranteed principal, after reinsurance,  amounted
to approximately  $150.6 billion at December 31, 2000.  Approximately 86% of the
business written by Financial Guaranty is municipal bond insurance.

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

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

FGIC headquarters are in New York, New York.

Mortgage Insurance

GE Capital Mortgage Insurance  ("Mortgage  Insurance") is engaged principally in
providing  residential  mortgage  guaranty  insurance.  Operating  in  30  field
locations, Mortgage Insurance is licensed in 50 states, the District of Columbia
and the U.S. Virgin Islands.  At December 31, 2000,  Mortgage  Insurance was the
mortgage  insurance  carrier for over 1,690,000  residential  homes,  with total
insurance  in force  aggregating  approximately  $156  billion and total risk in
force aggregating approximately $66 billion. When a claim is received,  Mortgage
Insurance  either  pays up to a  guaranteed  percentage  based on the  specified
coverage,  or pays the mortgage  and  delinquent  interest,  taking title to the
property and arranging for its sale.  Mortgage  Insurance also provides mortgage
guaranty insurance in the United Kingdom, Canada, and Australia.


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


Mortgage Insurance headquarters are in Raleigh, North Carolina.

OTHER

Wards

All other  consists  primarily of Montgomery  Ward, LLC ("Wards") from August 2,
1999,  when GECS  acquired  control  of the  retailer  upon its  emergence  from
bankruptcy  reorganization,  to December  28,  2000,  when Wards again filed for
bankruptcy protection. The retailer is currently in liquidation.

REGULATIONS AND COMPETITION

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



<PAGE>


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

BUSINESS AND ECONOMIC CONDITIONS

The  Corporation's  businesses  are generally  affected by general  business and
economic  conditions in countries in which the  Corporation  conducts  business.
When overall economic conditions deteriorate in those countries, there generally
are adverse effects on the Corporation's operations,  although those effects are
dynamic and complex. For example, a downturn in employment or economic growth in
a particular  national or regional economy will generally  increase the pressure
on customers, which generally will result in deterioration of repayment patterns
and a reduction in the value of collateral.  However, in such a downturn, demand
for loans  and other  products  and  services  offered  by the  Corporation  may
actually increase.  Interest rates, another macro-economic factor, are important
to the Corporation's businesses.  In the lending and leasing businesses,  higher
real interest rates increase the  Corporation's  cost to borrow funds,  but also
provide  higher  levels  of  return on new  investments.  For the  Corporation's
operations  that  are  less  directly  linked  to  interest  rates,  such as the
insurance  operations,  rate  changes  generally  affect  returns on  investment
porfolios.

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 management's  current  expectations  and are subject to uncertainty and
changes  in  circumstances.  Actual  results  may differ  materially  from these
expectations due to changes in global economic, business, competitive market and
regulatory factors.

Item 2.    Properties.

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

Item 3.    Legal Proceedings.

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

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

                                     Omitted





<PAGE>

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

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

Item 6.   Selected Financial Data.

The following  selected  financial data should be read in  conjunction  with the
financial statements of GE Capital Services and consolidated  affiliates and the
related Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>

                                                                  Year ended December 31
                                            ----------------------------------------------------------------------
 (Dollars in millions)                          2000          1999          1998           1997          1996
                                            ------------- ------------- -------------- ------------- -------------
 <S>                                          <C>          <C>           <C>            <C>           <C>
 Revenues .................................. $  66,177     $   55,749    $   48,694     $   39,931    $   32,713


 Net earnings ..............................      5,192         4,443         3,796          3,256         2,817



 Return on common equity (a) (b) ...........      24.05%        23.74%        23.46%         22.59%        22.24%
 Ratio of earnings to fixed charges ........       1.61          1.62          1.55           1.56          1.55
 GECC ratio of earnings to fixed charges ...       1.52          1.60          1.50           1.48          1.53
 GECC ratio of debt to equity ..............       7.53          8.44          7.86           7.45          7.84

 Financing receivables - net ............... $  143,299    $  134,215    $  118,606     $  101,133    $   97,287

 Total assets...............................    370,636       345,018       303,297        255,408       227,419

 Short-term borrowings .....................    123,992       129,259       113,162         95,274        77,945
 Long-term senior notes ....................     80,383        69,770        58,042         44,993        46,680
 Long-term subordinated notes ..............        996           996           996            996           996
 Minority interest .........................      3,968         4,391         3,459          3,113         2,530
 Equity ....................................     23,022        20,321        19,727         17,239        14,276

 Insurance premiums written for the year ...     16,461        13,624        11,865          9,396         8,185
</TABLE>

     (a)  Common  equity  excludes  unrealized  gains and  losses on  investment
          securities, net of tax.

     (b)  Return on common equity is calculated using earnings that are adjusted
          for preferred  stock  dividends and common equity  excludes  preferred
          stock.

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

Overview

The  Corporation's  net earnings were $5,192 million in 2000, up 17% from $4,443
million in 1999,  with strong  double-digit  earnings growth in four of the five
operating  segments.  Net earnings in 1999 increased 17% from 1998. The earnings
improvement  throughout  the  three-year  period  resulted  from  asset  growth,
principally  from  acquisitions  of businesses and  portfolios,  and origination
volume.

On December 28, 2000, Montgomery Ward, LLC (Wards),  formerly a GECS subsidiary,
filed for bankruptcy protection and began liquidation proceedings.  Net earnings
for the year 2000 included operating losses from Wards amounting to $245 million
as well as a charge,  primarily  to other costs and  expenses,  for $815 million
($537 million,  after tax) to recognize the additional losses resulting from the
bankruptcy of Wards.

Operating Results

Total Revenues increased 19% to $66.2 billion in 2000,  following a 14% increase
to  $55.7  billion  in  1999.   The  increases  in  both  years   reflected  the
contributions  of acquired  businesses as well as growth in origination  volume.
Revenues in 2000  included a gain of $1,366  million ($848  million,  after tax)
from sale of the Corporation's investment in common stock of Paine Webber Group,
Inc. (PaineWebber).



<PAGE>


Interest  expense on borrowings in 2000 was $11.1 billion,  up from $9.4 billion
in 1999 and $9.0  billion in 1998.  The  increase  in both years  reflected  the
effects of both  interest  rates and the  average  level of  borrowings  used to
finance asset  growth.  The average  composite  interest rate was 5.89% in 2000,
compared with 5.14% in 1999 and 5.92% in 1998. In 2000, average assets of $360.5
billion  were 13% higher  than in 1999,  which in turn were 16%  higher  than in
1998.  See the Capital  Resources  and  Liquidity  section for a  discussion  of
interest rate management.

Operating  and  administrative  expenses were $19.4 billion in 2000, an increase
from $16.3  billion  in 1999 and $13.8  billion in 1998.  The  increase  in 2000
reflected  increased costs  associated with acquired  businesses and portfolios,
the charges  discussed  previously  for Wards,  and the decision to  rationalize
certain operations discussed in the analysis of the All Other operating segment.
The 1999 increase reflected  increased costs associated with acquired businesses
and portfolios, higher investment levels and increases in insurance commissions.

Insurance  losses and  policyholder  and  annuity  benefits  increased  to $14.4
billion in 2000,  compared  with $11.0 billion in 1999 and $9.6 billion in 1998.
This  increase  reflected  effects  of growth in  premium  volume  and  business
acquisitions  throughout  the  period,  as well as a higher  ratio of  losses to
premiums  earned in the  reinsurance  business  discussed in the analysis of the
Specialty Insurance operating segment.

Cost of goods sold amounted to $8.5 billion in 2000,  compared with $8.0 billion
in 1999 and $6.8  billion in 1998,  and relates to IT Solutions  and Wards.  The
increase in 2000 and 1999  primarily  reflects the  consolidation  of Wards from
August 2, 1999,  when GECS acquired  control,  through  December 28, 2000,  when
Wards commenced liquidation proceedings and was deconsolidated.

Provision for losses on financing receivables was $2.0 billion in 2000, compared
with $1.7 billion in 1999 and $1.6 billion in 1998. These provisions principally
related to  private-label  credit cards,  bank credit cards,  personal loans and
auto  loans and leases in the  consumer  services  operations,  all of which are
discussed  in the  Portfolio  Quality  section.  The  provision  throughout  the
three-year period reflected higher average receivable  balances,  changes in the
mix of business, and the effects of lower average consumer delinquency rates.

Depreciation  and  amortization  of buildings  and  equipment  and  equipment on
operating  leases  increased  4% to $3.3  billion  in 2000,  compared  with $3.2
billion in 1999,  a 21%  increase  over  1998.  The  increase  in both years was
primarily  the result of higher  level of  short-lived  equipment  on  operating
leases, primarily reflecting acquisitions of vehicles and aircraft.

Provision  for income taxes was $1.9 billion in 2000 (an  effective  tax rate of
26.9%),  compared with $1.7 billion in 1999 (an effective tax rate of 27.1%) and
$1.4 billion in 1998 (an effective tax rate of 26.4%).  The higher provision for
income taxes primarily reflected increased pre-tax earnings subject to statutory
rates.

Financing  spreads  (the excess of yields  over  interest  rates on  borrowings)
increased  slightly during 2000, as the improvement in yields outpaced increases
in borrowing rates. Financing spreads in 1999 were relatively flat compared with
1998 as yields and borrowing rates decreased to a similar extent.

Operating Segments

Revenues and net earnings of the Corporation, by operating segment, for the past
three years are summarized and discussed as follows. For additional information,
see note 16 to the consolidated financial statements.

<TABLE>
<CAPTION>

(In millions)                                2000           1999           1998
                                           -------        -------        -------
<S>                                        <C>            <C>            <C>
Revenues
Consumer Services .................        $23,893        $18,705        $17,621
Equipment Management ..............         14,747         15,383         14,926
Mid-Market Financing ..............          5,483          4,634          3,676
Specialized Financing .............          5,648          4,603          3,368
Specialty Insurance ...............         11,878         10,643          8,829
All other .........................          4,528          1,781            274
                                           -------        -------        -------

   Total revenues .................        $66,177        $55,749        $48,694
                                           =======        =======        =======
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

<S>                                        <C>            <C>            <C>
Net earnings
Consumer Services .................        $ 1,671        $ 1,140        $   845
Equipment Management ..............            833            683            806
Mid-Market Financing ..............            730            597            471
Specialized Financing .............          1,503          1,244            745
Specialty Insurance ...............            879          1,167          1,115
All other .........................           (424)          (388)          (186)
                                           -------        -------        -------

   Total net earnings .............        $ 5,192        $ 4,443        $ 3,796
                                           =======        =======        =======
</TABLE>

Consumer  Services  revenues  increased  28% in  2000  and 6% in  1999,  and net
earnings  increased  47% in 2000 and 35% in 1999.  Growth  in  revenues  and net
income  in 2000  resulted  from  higher  premium  and  investment  income  at GE
Financial Assurance (GEFA), the consumer savings and insurance  business,  which
experienced  profitable growth from both  acquisitions and volume.  Revenues and
net earnings also increased as a result of acquisition and volume growth at Card
Services and Global  Consumer  Finance,  partially  offset by losses at Mortgage
Services,  which  stopped  accepting  new business  during  2000.  The growth in
revenues and net  earnings  during 1999 was led by Global  Consumer  Finance and
improved results at GEFA, partially offset by the effects of asset reductions in
Card Services.  The portfolio at Auto Financial  Services (AFS) began to run off
in 1999 and continued in 2000,  resulting in a significant  decline in revenues;
during 2000, AFS stopped accepting new business.

Equipment  Management  revenues declined 4% in 2000,  following a 3% increase in
1999, as higher revenues from GE Capital Aviation  Services  (GECAS),  Transport
International  Pool,  GE  Capital  Modular  Space and  Americom,  the  satellite
services business, were more than offset by lower revenues at IT Solutions.  The
increase in 1999 reflected  acquisitions in the corporate auto fleet  management
operations  and higher  revenues at GECAS,  largely offset by decreases in sales
volume at the remaining equipment management businesses.  Net earnings increased
22% in 2000,  following a 15% decrease in 1999.  The increase in 2000  reflected
volume  growth at GECAS,  Transport  International  Pool and GE Capital  Modular
Space, favorable tax effects and a higher level of asset gains, partially offset
by lower results at IT Solutions. The decrease in net earnings in 1999 reflected
lower results at IT Solutions and the European equipment management  businesses,
which more than offset growth at GECAS and Americom.

Mid-Market Financing revenues increased 18% in 2000, following a 26% increase in
1999, while net earnings grew 22% and 27%,  respectively.  Favorable tax effects
and  asset  growth  from  originations  were the most  significant  contributing
factors  to results in 2000,  while  asset  growth  from both  acquisitions  and
originations was the most significant contributing factor in 1999.

Specialized  Financing  revenues rose 23% and 37%, while net earnings  increased
21% and 67% in 2000 and 1999, respectively.  Revenues and net earnings growth in
2000 was  principally  the result of  origination  growth across all  businesses
within  Specialized  Financing.  Revenues  and net  earnings  growth in 1999 was
principally  the  result  of  gains  on  equity  investments  led by GE  Equity,
Commercial  Finance and Real Estate. GE Equity experienced a high level of gains
on sales of equity investments during 1999 and early 2000.

Specialty   Insurance   revenues  increased  12%  and  21%  in  2000  and  1999,
respectively,  primarily resulting from premium growth throughout the period and
higher premium income in 1999 from  acquisitions.  Investment  gains amounted to
$639  million,   $811  million  and  $574  million  in  2000,  1999,  and  1998,
respectively.  Investment income increased  slightly in 2000, as higher interest
income more than offset a decrease in net realized investment gains at GE Global
Insurance (the parent of Employers Reinsurance).

Net income decreased 25% in 2000,  following a 5% increase in 1999. The decrease
in 2000 was attributable to  deterioration of underwriting  results at GE Global
Insurance,  reflecting higher property and casualty-related  losses (principally
as a result of adverse development relating to prior-year loss events, including
large loss events) and the continued effects of low premiums in the property and
casualty  insurance/reinsurance  industry.  Losses  in 1999  were  significantly
affected  by a number of large loss  events.  Large loss  events are  individual
events  that,  after  specific   reinsurance   recoveries  and  related  premium
adjustments,  affect GE Global  Insurance  operations by $2 million or more, and
include losses from earthquakes,  aviation and railroad accidents,  fire damage,
and weather-related damage from hurricanes,  tornadoes, wind and ice. Large loss
events for GE Global  Insurance  occurring  in 2000,  1999 and 1998  resulted in
losses in those  years of  approximately  $250  million,  $510  million and $150
million,  respectively.  A portion of the 2000 and 1999  losses  were  recovered
under aggregate risk coverage obtained in the ordinary course of the reinsurance
business.  Overall  insurance  losses for  Specialty  Insurance  were  partially
mitigated  by  favorable   experience  in  the  Mortgage   Insurance   business,
particularly in 1999.

All Other  included the results of Wards from August 2, 1999,  through  December
28,  2000.  The  increase in revenues  in 2000 also  included a pre-tax  gain of
$1,366  million  from sale of the  Corporation's  investment  in common stock of
PaineWebber.  The net loss of $424 million for 2000  comprised  the  PaineWebber
after-tax  gain of $848 million,  after-tax  charges of $537 million  related to
Wards and after-tax strategic  rationalization costs of $347 million,  primarily
for asset write-downs, employee severance and lease termination. These strategic
rationalization  costs consisted of $107 million  related to Consumer  Services,
$191  million  related  to  Equipment  Management  and $49  million  related  to
Specialized Financing.

Portfolio Quality

Financing  receivables is the largest category of assets for GECS and represents
one of its primary sources of revenues.  The portfolio of financing receivables,
before allowance for losses, increased to $147.3 billion at the end of 2000 from
$137.9 billion at the end of 1999, as discussed in the following paragraphs. The
related  allowance  for losses at the end of 2000 amounted to $4.0 billion ($3.7
billion at the end of 1999), representing management's best estimate of probable
losses inherent in the portfolio.

A discussion  of the quality of certain  elements of the  financing  receivables
portfolio follows.  "Nonearning"  receivables are those that are 90 days or more
delinquent  (or  for  which   collection  has  otherwise  become  doubtful)  and
"reduced-earning"  receivables are commercial  receivables whose terms have been
restructured to a below-market yield.

Consumer  financing  receivables,  primarily  credit card and personal loans and
auto loans and leases,  were $48.8 billion at year-end  2000, a decrease of $3.5
billion from year-end 1999. Credit card and personal receivables  increased $0.2
billion,  primarily  from  origination  volume,  partially  offset  by sales and
securitizations  and the net  effects  of  foreign  currency  translation.  Auto
receivables decreased $3.7 billion,  primarily as a result of the run-off of the
liquidating  Auto  Financial  Services  portfolio and the net effects of foreign
currency translation. Nonearning consumer receivables at year-end 2000 were $1.1
billion,  about 2.3% of outstandings,  compared with $0.9 billion, about 1.8% of
outstandings at year-end 1999.  Write-offs of consumer receivables  increased to
$1.3  billion  from  $1.2  billion  for  1999,  reflecting  shifts in the mix of
products  and global  businesses.  Consistent  with  industry  trends,  consumer
delinquency  rates increased  somewhat toward the end of 2000 from the unusually
low levels earlier in the year but were below year-end 1999 levels.

Other financing  receivables,  which totaled $98.5 billion at December 31, 2000,
consisted  of a diverse  commercial,  industrial  and  equipment  loan and lease
portfolio.  This  portfolio  increased  $12.9  billion  during 2000,  reflecting
increased  originations  and acquisition  growth,  partially offset by sales and
securitizations  and the net effects of foreign  currency  translation.  Related
nonearning  and  reduced-earning  receivables  were $0.9 billion,  about 1.0% of
outstandings  at  year-end  2000,  compared  with $0.9  billion,  about  1.1% of
outstandings at year-end 1999.

The  Corporation's  loans and leases to  commercial  airlines  amounted to $15.3
billion  at the end of 2000,  up from  $11.8  billion  at the end of  1999.  The
Corporation's  commercial aircraft positions also included financial guarantees,
funding  commitments  and  aircraft  orders  as  discussed  in  note  6  to  the
consolidated financial statements.

International Operations

The  Corporation's  international  operations  include  its  operations  located
outside  the  United  States  and  certain  of its  operations  that  cannot  be
meaningfully associated with specific geographic areas (for example,  commercial
aircraft). The Corporation's  international revenues were $26.3 billion in 2000,
an increase  of 21% from $21.7  billion in 1999.  Revenues in the Pacific  Basin
almost doubled in 2000,  principally  because of growth in Japan,  the result of
the purchase by GE Financial  Assurance  of the  insurance  policies and related
assets of Toho Mutual Life Insurance Company (Toho).  Global revenues,  revenues
which  cannot  be  meaningfully   associated  with  specific  geographic  areas,
increased  19% in 2000,  largely  a result  of  higher  revenues  at GE  Capital
Aviation  Services  (GECAS).  Overall,  these  increases  reflect the  continued
expansion of the  Corporation as a global  provider of a wide range of financial
services. International assets grew 14%, from $121.6 billion at year-end 1999 to
$139.0 billion at the end of 2000. The increase in 2000 reflected  strong growth
at the Corporation in the Pacific Basin,  particularly in Japan,  resulting from
the  acquisition of Toho discussed  previously.  The  Corporation  also achieved
significant asset growth at GECAS.

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

Capital Resources and Liquidity

Statement of Financial Position

Investment   securities  for  each  of  the  past  two  years  comprised  mainly
investment-grade  debt  securities  held  by  GE  Financial  Assurance  and  the
specialty  insurance  businesses of GECS in support of obligations to annuitants
and policyholders.  Investment  securities were $90.3 billion in 2000,  compared
with $80.5  billion in 1999.  The  increase of $9.8  billion  resulted  from the
addition of securities from acquired companies,  investment of premiums received
and  increases  in the fair value of debt  securities,  partially  offset by the
disposition of the Corporation's investment in common stock of PaineWebber and a
decrease in the fair value of certain equity securities,  consistent with market
conditions.  A breakdown of the investment  securities  portfolio is provided in
note 2 to the consolidated financial statements.

Inventories  were $666 million and $1,209 million at December 31, 2000 and 1999,
respectively.  The decrease in 2000 primarily relates to the  deconsolidation of
Wards because of its bankruptcy filing.

Financing receivables were $143.3 billion at year-end 2000, net of allowance for
doubtful accounts, up $9.1 billion over 1999. These receivables are discussed in
the Portfolio Quality section and in notes 3 and 4 to the consolidated financial
statements.

Insurance  receivables  were $23.8 billion at year-end 2000, an increase of $4.8
billion that was primarily attributable to acquisitions.

Other  receivables,  which  consist  of trade  receivables,  accrued  investment
income,  operating lease  receivables and a variety of sundry items,  were $13.3
billion and $15.1  billion at  December  31,  2000 and 1999,  respectively.  The
decrease of $1.8 billion  primarily  resulted from the planned run-off of assets
from the 1999 acquisition of Japan Leasing Corporation.

Equipment on operating  leases was $24.1  billion at December 31, 2000,  up $0.5
billion from 1999.  Details by category of investment  can be found in note 6 to
the  consolidated  financial  statements.  Additions  to  equipment on operating
leases were $11.4 billion  during 2000 ($13.5  billion  during 1999),  primarily
reflecting acquisitions of transportation equipment.

Intangible  assets were $15.0 billion at year-end 2000, up from $14.7 billion at
year-end 1999. The $0.3 billion increase in intangible  assets related primarily
to goodwill and other intangibles  associated with acquisitions,  the largest of
which was the  acquisition of the insurance  policies and related assets of Toho
by GE Financial Assurance.

Other assets totaled $50.4 billion at year-end 2000, compared with $44.7 billion
at the end of 1999.  The $5.7 billion  increase was  principally  attributed  to
additional  investments in real estate  ventures and associated  companies,  and
increases in "separate  accounts" (see note 9), partially offset by decreases in
assets acquired for resale,  which reflected sales and securitizations in excess
of originations.

Insurance liabilities,  reserves and annuity benefits were $106.2 billion, $19.4
billion  higher than in 1999.  The increase was  primarily  attributable  to the
addition of liabilities from acquisitions,  increases in separate accounts,  and
growth in guaranteed investment contracts.  For additional  information on these
liabilities, see note 11 to the consolidated financial statements.

Borrowings  were $205.4 billion at December 31, 2000, of which $124.0 billion is
due in 2001 and $81.4 billion is due in subsequent years.  Comparable amounts at
the end of 1999 were $200.0 billion in total, $129.2 billion due within one year
and $70.8 billion due thereafter. The Corporation's composite interest rates are
discussed in the Interest Expense section of Operating  Results. A large portion
of the  Corporation's  borrowings ($94.5 billion and $96.6 billion at the end of
2000 and 1999,  respectively) was issued in active commercial paper markets that
management  believes  will  continue  to  be a  reliable  source  of  short-term
financing.  Most of this commercial paper was issued by GE Capital.  The average
remaining terms and interest rates of GE Capital  commercial  paper were 45 days
and  6.43% at the end of  2000,  compared  with 53 days and  5.82% at the end of
1999.  The GE  Capital  ratio of debt to equity was 7.53 to 1 at the end of 2000
and 8.44 to 1 at the end of 1999.

GE Company has  committed  to  contribute  capital to GE Capital in the event of
either a decrease below a specified level in the ratio of GE Capital's  earnings
to fixed charges, or a failure to maintain a specified  debt-to-equity  ratio in
the event certain GE Capital  preferred  stock is redeemed.  GE Company also has
guaranteed  the  Corporation's  subordinated  debt  with a face  amount  of $1.0
billion at December 31, 2000 and 1999.  Management  believes the likelihood that
GE Company will be required to contribute  capital under either the  commitments
or the guarantee is remote.

Statement of Cash Flows

The  Corporation's  cash and  equivalents  aggregated $6.1 billion at the end of
2000,  down  from $6.9  billion  at  year-end  1999  principally  as a result of
liquidation of short term investments, partially offset by $13.2 billion of cash
acquired in  connection  with the  acquisition  of the  insurance  policies  and
related  assets of the Toho.  The cash  acquired with Toho is shown as cash from
financing  activities.  Paydown of the acquired Toho  insurance  policies  ($4.4
billion in 2000) appears as a usage under the caption "Insurance liabilities and
reserves"  and was a primary  cause of the decrease in GECS cash from  operating
activities in 2000.

One of the primary sources of cash for the  Corporation is financing  activities
involving  the  continued  rollover of  short-term  borrowings  and  appropriate
addition of borrowings  with a reasonable  balance of maturities.  Over the past
three years,  the  Corporation's  borrowings  with maturities of 90 days or less
have  increased  by $21.5  billion.  New  borrowings  of $135.9  billion  having
maturities  longer  than 90 days were added  during  those  years,  while  $89.9
billion of such  longer-term  borrowings  were  retired.  The  Corporation  also
generated $35.1 billion from operating activities.

The principal  use of cash by the  Corporation  has been  investing in assets to
grow its businesses.  Of the $109.7 billion that the  Corporation  invested over
the  past  three  years,  $34.7  billion  was used for  additions  to  financing
receivables; $31.8 billion was used to invest in new equipment,  principally for
lease to others;  and $28.4 billion was used for acquisitions of new businesses,
the largest of which were Japan  Leasing and the credit  card  operations  of JC
Penney, both in 1999.

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

Interest Rate and Currency Risk Management

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

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

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

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

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

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

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

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

Once a  counterparty  reaches a credit  exposure  limit  (see table  below),  no
additional  transactions are permitted until the exposure with that counterparty
is reduced to an amount that is within the  established  limit.  Open  contracts
remain in force.
<TABLE>
<CAPTION>
         Counterparty credit criteria                   Credit rating
                                               ----------------------------
                                                                Standard &
                                                 Moody's          Poor's
                                               --------------   -----------
         <S>                                       <C>             <C>
         Term of transaction
           Between one and five years ......       Aa3              AA-
           Greater than five years .........       Aaa              AAA
         Credit exposure limits
           Up to $50 million ...............       Aa3              AA-
           Up to $75 million ...............       Aaa              AAA
</TABLE>

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

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

The  conversion of interest rate and currency risk into credit risk results in a
need to monitor  counterparty  credit risk  actively.  At December 31, 2000, the
notional amount of long-term  derivatives for which the  counterparty  was rated
below  Aa3/AA- was $1.8  billion.  These amounts are primarily the result of (1)
counterparty downgrades,  (2) transactions executed prior to the adoption of the
Corporation's  current  counterparty  credit  standards,  and  (3)  transactions
relating to acquired assets or businesses.


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

    Percentage of Notional Derivative Exposure by Counterparty Credit Rating
--------------------------------------------------------------------------------
 Moody's/Standard & Poor's                 2000           1999             1998
--------------------------             -----------    -----------      ---------

 <S>                                       <C>              <C>             <C>
 Aaa/AAA ..............................    63%              59%             65%
 Aa/AA ................................    36%              38%             33%
 A/A and below ........................     1%               3%              2%
</TABLE>

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

The  interplay  of  the  Corporation's  credit  risk  policy  with  its  funding
activities is seen in the following example, in which the Corporation is assumed
to have been offered three  alternatives  for funding  five-year fixed rate U.S.
dollar assets with five-year fixed rate U.S. dollar debt.

<TABLE>
<CAPTION>

                                                                         Spread over U.S.
                                                                           Treasuries in
                                                                           basis points     Counterparty
                                                                        ------------------  ------------
<S>  <C>                                                                        <C>              <C>
1.   Fixed rate five-year medium-term note .............................        +65              -
2.   U.S. dollar commercial paper swapped into five-year U.S. dollar
       fixed rate funding ...............................................       +40              A
3.   Swiss franc fixed rate debt swapped  into  five-year  U.S.  dollar
       fixed rate funding ...............................................       +35              B
</TABLE>


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

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

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

     o    One  means  of  assessing  exposure  to  interest  rate  changes  is a
          duration-based  analysis  that  measures  the  potential  loss  in net
          earnings  resulting from a hypothetical  increase in interest rates of
          100 basis points  across all  maturities  (sometimes  referred to as a
          "parallel  shift  in  the  yield  curve").  Under  this  model,  it is
          estimated  that,  all  else  constant,  such  an  increase,  including
          repricing effects in the securities  portfolio,  would reduce the 2001
          net earnings of the  Corporation  based on year-end 2000  positions by
          approximately $124 million.  Based on conditions at year-end 1999, the
          effect on 2000 net earnings of such an increase in interest  rates was
          estimated to be approximately $105 million.

     o    One means of assessing  exposure to changes in currency exchange rates
          is to model effects on reported earnings using a sensitivity analysis.
          Year-end 2000 consolidated  currency  exposures,  including  financial
          instruments  designated  and  effective  as hedges,  were  analyzed to
          identify Corporation assets and liabilities  denominated in other than
          their relevant  functional  currency.  Net unhedged  exposures in each
          currency were then remeasured  assuming a 10% decrease  (substantially
          greater  decreases  for  hyperinflationary   currencies)  in  currency
          exchange rates compared with the U.S. dollar.  Under this model, it is
          estimated  that,  all else  constant,  such a  decrease  would have an
          insignificant  effect on 2001 net earnings of the Corporation based on
          year-end 2000  positions.  Based on conditions at year-end  1999,  the
          effect on 2000 net  earnings of such a decrease in exchange  rates was
          estimated to be insignificant for the Corporation.

Statement of Changes in Share Owners' Equity

Share owners' equity  increased  $2,701  million to $23,022  million at year-end
2000. The increase was largely attributable to net earnings during the period of
$5,192  million,  partially  offset by  dividends  and other  transactions  with
shareowners of $1,752 million.

Currency translation adjustments reduced equity by $573 million in 2000. Changes
in the  currency  translation  adjustment  reflect  the  effects  of  changes in
currency  exchange  rates  on  the  Corporation's  net  investment  in  non-U.S.
subsidiaries  that have functional  currencies other than the U.S.  dollar.  The
decrease  during  2000  largely  reflected  continued  weakening  in  the  Euro.
Accumulated currency  translation  adjustments affect net earnings only when all
or a portion of an affiliate is disposed of.

New Accounting Standards

The Financial  Accounting Standards Board ("FASB") has issued, then subsequently
amended,   Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  133,
Accounting for Derivative Instruments and Hedging Activities, effective for GECS
on January 1, 2001. Upon adoption, all derivative instruments (including certain
derivative  instruments  embedded in other  contracts) will be recognized in the
balance  sheet at  their  fair  values;  changes  in such  fair  values  must be
recognized  immediately in earnings  unless specific  hedging  criteria are met.
Effects of qualifying  changes in fair value will be recorded in equity  pending
recognition in earnings as offsets to the related earnings effects of the hedged
items.  Management  estimates  that,  at  January 1,  2001,  the  effects on its
consolidated  financial statements of adopting SFAS No. 133, as amended, will be
a one-time  reduction of net earnings of less than $0.1 billion,  and a one-time
reduction  of  equity,  excluding  the net  earnings  effect,  of less than $1.0
billion.  The precise  transition effect is uncertain because the accounting for
certain derivatives and hedging relationships in accordance with SFAS No. 133 is
subject to further interpretation by the FASB.

The Emerging  Issues Task Force of the FASB  reached a consensus  on  impairment
accounting for beneficial interests in securitized  financial assets (beneficial
interests).  Under this consensus,  impairment on certain  beneficial  interests
must be recognized  when (1) the asset's fair value is below its carrying value,
and (2) it is probable that there has been an adverse  change in estimated  cash
flows. The Corporation  previously recognized impairment on such assets when the
asset's  carrying value exceeded  estimated cash flows discounted at a risk-free
rate of return.  Management estimates that upon adoption on January 1, 2001, the
accounting  change will result in a one-time  charge of less than $125  million,
principally  for  declines  in market  values of residual  investments  from the
discontinued mortgage servicing business.

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

Information  about  potential  effects of changes in interest rates and currency
exchange on the  Corporation is discussed in the Interest Rate and Currency Risk
Management section of Item 7.



<PAGE>


Item 8.   Financial Statements and Supplementary Data.


                          INDEPENDENT AUDITORS' REPORT

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

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

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of General Electric
Capital  Services,  Inc. and  consolidated  affiliates  at December 31, 2000 and
1999,  and the results of their  operations and their cash flows for each of the
years in the  three-year  period ended  December 31, 2000,  in  conformity  with
accounting  principles generally accepted in the United States of America.  Also
in our opinion,  the related financial statement  schedules,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
present fairly, in all material respects, the information set forth therein.







/s/ KPMG LLP



Stamford, Connecticut

February 2, 2001



<PAGE>

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

                                                     Statement of Earnings


For the years ended December 31 (In millions)                           2000        1999        1998
                                                                      --------    --------    --------
<S>                                                                   <C>         <C>         <C>
REVENUES
Time sales, loan and other income .................................   $ 22,326    $ 18,209    $ 14,682
Operating lease rentals ...........................................      6,183       6,022       5,402
Financing leases ..................................................      3,688       3,587       4,267
Investment income .................................................      8,479       6,243       5,617
Premium and commission income of insurance affiliates (Note 11) ...     16,093      12,948      11,352
Sales of goods ....................................................      9,408       8,740       7,374
                                                                      --------    --------    --------

   Total revenues .................................................     66,177      55,749      48,694
                                                                      --------    --------    --------

EXPENSES
Interest ..........................................................     11,111       9,359       8,966
Operating and administrative (Note 14) ............................     19,453      16,260      13,816
Insurance losses and policyholder and annuity benefits (Note 11) ..     14,399      11,028       9,608
Cost of goods sold ................................................      8,537       7,976       6,777
Provision for losses on financing receivables (Note 4) ............      2,045       1,671       1,603
Depreciation and amortization of buildings and equipment and
  equipment on operating leases (Notes 6 & 7) .....................      3,314       3,173       2,616
Minority interest in net earnings of consolidated affiliates ......        214         186         148
                                                                      --------    --------    --------

   Total expenses .................................................     59,073      49,653      43,534
                                                                      --------    --------    --------

Earnings before income taxes ......................................      7,104       6,096       5,160
Provision for income taxes (Note 15) ..............................     (1,912)     (1,653)     (1,364)
                                                                      --------    --------    --------

NET EARNINGS ......................................................   $  5,192    $  4,443    $  3,796
                                                                      ========    ========    ========

<CAPTION>

                                    Statement of Changes in Share Owners' Equity

 (In millions)                                                          2000        1999        1998
                                                                      --------    --------    --------
<S>                                                                   <C>         <C>         <C>
CHANGES IN SHARE OWNERS' EQUITY
Balance at January 1 ..............................................   $ 20,321    $ 19,727    $ 17,239
                                                                      --------    --------    --------

Dividends and other transactions with share owners (Note 13) ......     (1,752)     (1,474)     (1,519)
                                                                      --------    --------    --------

Changes other than transactions with share owners:
  Increases attributable to net earnings ..........................      5,192       4,443       3,796
  Unrealized (losses) gains on investment securities - net (Note 13)      (166)     (2,206)        241
  Currency translation adjustments (Note 13) ......................       (573)       (169)        (30)
                                                                      --------    --------    --------

   Total changes other than transactions with share owners ........      4,453       2,068       4,007
                                                                      --------    --------    --------

Balance at December 31 ............................................   $ 23,022    $ 20,321    $ 19,727
                                                                      ========    ========    ========
</TABLE>





See Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
<CAPTION>

                             GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                                            Statement of Financial Position

At December 31 (In millions)                                                               2000        1999
                                                                                       ---------    ---------
<S>                                                                                    <C>          <C>
ASSETS
Cash and equivalents ...............................................................   $   6,052    $   6,931
Investment securities (Note 2) .....................................................      90,330       80,485
Financing receivables (Note 3):
  Time sales and loans, net of deferred income .....................................      96,270       90,140
  Investment in financing leases, net of deferred income ...........................      51,063       47,783
                                                                                       ---------    ---------

                                                                                         147,333      137,923
  Allowance for losses on financing receivables (Note 4) ...........................      (4,034)      (3,708)
                                                                                       ---------    ---------

     Financing receivables - net ...................................................     143,299      134,215
Insurance Receivables (Note 5) .....................................................      23,802       18,969
Other receivables ..................................................................      13,288       15,126
Inventories ........................................................................         666        1,209
Equipment on operating leases (at cost), less accumulated amortization of $7,901 and
  $7,392 (Note 6) ..................................................................      24,147       23,605
Buildings and equipment (at cost), less accumulated depreciation of $2,084 and
  $2,127 (Note 7) ..................................................................       3,669        5,036
Intangible assets - net (Note 8) ...................................................      15,017       14,748
Other assets (Note 9) ..............................................................      50,366       44,694
                                                                                       ---------    ---------

   Total assets ....................................................................   $ 370,636    $ 345,018
                                                                                       =========    =========

LIABILITIES AND SHARE OWNERS' EQUITY
Short-term borrowings (Note 10) ....................................................   $ 123,992    $ 129,259
Long-term borrowings (Note 10) .....................................................      81,379       70,766
                                                                                       ---------    ---------

   Total borrowings ................................................................     205,371      200,025
Accounts payable ...................................................................      10,436        9,749
Insurance liabilities, reserves and annuity benefits (Note 11) .....................     106,150       86,776
Other liabilities ..................................................................      13,451       14,801
Deferred income taxes (Note 15) ....................................................       8,238        8,955
                                                                                       ---------    ---------

   Total liabilities ...............................................................     343,646      320,306
                                                                                       ---------    ---------

Minority interest in equity of consolidated affiliates (Note 12) ...................       3,968        4,391
                                                                                       ---------    ---------

Cumulative preferred stock, $10,000 par value (80,000 shares authorized; 51,000
  shares issued and held primarily by consolidated affiliates at December 31,
  2000 and 1999) ...................................................................          10           10
Common stock, $1,000 par value (1,260 shares authorized at December 31, 2000 and
  1999 and 1,012 shares outstanding at December 31, 2000 and 1999) .................           1            1
Additional paid-in capital .........................................................       2,742        2,672
Retained earnings ..................................................................      21,222       17,852
Accumulated unrealized gains on investment securities - net (a) ....................           4          170
Accumulated foreign currency translation adjustments (a) ...........................        (957)        (384)
                                                                                       ---------    ---------

   Total share owners' equity (Note 13) ............................................      23,022       20,321
                                                                                       ---------    ---------

   Total liabilities and share owners' equity ......................................   $ 370,636    $ 345,018
                                                                                       =========    =========

(a)  The sum of accumulated unrealized gains on investment securities and
     accumulated foreign currency translation adjustments constitutes
     "Accumulated nonowner changes other than earnings," as shown in note 13,
     and was ($953) million and ($214) million at year-end 2000 and 1999,
     respectively.

</TABLE>


See Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
<CAPTION>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                             Statement of Cash Flows


For the years ended December 31 (In millions)                             2000        1999        1998
                                                                        --------    --------    --------
<S>                                                                     <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ........................................................   $  5,192    $  4,443    $  3,796
Adjustments to reconcile net earnings to cash provided from operating
  activities:
Depreciation and amortization of buildings and equipment and
   equipment on operating leases ....................................      3,314       3,173       2,616
Provision for losses on financing receivables .......................      2,045       1,671       1,603
Amortization of goodwill and other intangibles ......................      2,174       1,199         952
Increase in deferred income taxes ...................................        683         847         549
Decrease (increase) in inventories ..................................       (261)        327          81
Increase in accounts payable ........................................      3,047         699       1,673
Increase (decrease) in insurance liabilities and reserves ...........     (1,009)      4,584       3,670
Other - net .........................................................     (5,901)     (2,124)     (3,985)
                                                                        --------    --------    --------

Cash from operating activities ......................................      9,284      14,819      10,955
                                                                        --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in financing receivables (Note 19) .....................    (16,076)    (12,628)     (5,999)
Buildings and equipment and equipment on operating leases
   - additions ......................................................    (11,431)    (13,466)     (6,935)
   - dispositions ...................................................      6,714       6,262       4,037
Payments for principal businesses purchased, net of cash acquired
   (Note 19) ........................................................     (1,176)    (10,060)    (17,155)
All other investing activities (Note 19) ............................    (12,173)     (8,283)    (11,380)
                                                                        --------    --------    --------

Cash used for investing activities ..................................    (34,142)    (38,175)    (37,432)
                                                                        --------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities of 90 days or less) ............     (2,121)      7,308      16,288
Newly issued debt (maturities longer than 90 days) (Note 19) ........     46,887      47,605      41,440
Repayments and other reductions (maturities longer than 90 days)
   (Note 19) ........................................................    (31,907)    (26,924)    (31,027)
Dividends paid ......................................................     (1,822)     (1,666)     (1,672)
All other financing activities (Note 19) ............................     12,942         622        (114)
                                                                        --------    --------    --------

Cash from financing activities ......................................     23,979      26,945      24,915
                                                                        --------    --------    --------

INCREASE (DECREASE) IN CASH AND EQUIVALENTS DURING THE YEAR .........       (879)      3,589      (1,562)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR ...........................      6,931       3,342       4,904
                                                                        --------    --------    --------

CASH AND EQUIVALENTS AT END OF YEAR .................................   $  6,052    $  6,931    $  3,342
                                                                        ========    ========    ========
</TABLE>


See Notes to Consolidated Financial Statements.


<PAGE>


       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                   Notes to Consolidated Financial Statements

NOTE 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

Income from investment and insurance activities is discussed on pages 28 and 29.

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

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

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

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

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

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

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

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

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

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

Interest  Rate and  Currency  Risk  Management  - Upon  adoption of Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging  Activities,  on January 1, 2001, certain financial  instruments and
portions of other financial instruments will be defined to be derivatives. After
that date, all derivatives will be carried at their fair values, and all changes
in fair values will affect net earnings or share owners' equity immediately.

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

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

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



<PAGE>


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

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

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

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

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

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

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

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

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

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

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



<PAGE>


NOTE 2.        INVESTMENT SECURITIES

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

                                                                        Gross           Gross
                                                     Amortized       unrealized      unrealized        Estimated
                                                        cost            gains          losses         fair value
 (In millions)
                                                   --------------   --------------  --------------   --------------
December 31, 2000
Debt securities:
 <S>                                                 <C>                <C>             <C>                <C>
 U.S. corporate ...................                  $ 39,078           $    459        $ (1,282)          $ 38,255
 State and municipal ..............                    13,272                499            (139)            13,632
 Mortgage-backed ..................                    13,683                323            (160)            13,846
 Corporate - non-U.S ..............                    12,640                374            (168)            12,846
 Government - non-U.S .............                     5,059                104            (108)             5,055
 U.S. government and federal agency                     2,106                 15             (42)             2,079
Equity securities .................                     4,392                703            (478)             4,617
                                                     --------           --------        --------           --------
                                                     $ 90,230           $  2,477        $ (2,377)          $ 90,330
                                                     ========           ========        ========           ========
December 31, 1999
Debt securities:
  U.S. corporate ...............................     $ 31,512           $    175        $ (1,759)          $ 29,928
  State and municipal ..........................       12,558                141            (452)            12,247
  Mortgage-backed ..............................       12,799                173            (376)            12,596
  Corporate - non-U.S. .........................        9,923                228            (248)             9,903
  Government - non-U.S. ........................        4,675                114             (77)             4,712
  U.S. government and federal agency ...........        2,481                  5            (171)             2,315
Equity securities .............................         6,420              2,641            (277)             8,784
                                                     --------           --------        --------           --------
                                                     $ 80,368           $  3,477        $ (3,360)          $ 80,485
                                                     ========           ========        ========           ========
</TABLE>

A substantial portion of mortgage-backed securities shown in the table above are
collateralized by U.S. residential mortgages.

At December 31, 2000,  contractual  maturities  of debt  securities,  other than
mortgage-backed securities, were as follows:
<TABLE>
<CAPTION>

                                                   Amortized          Estimated
(In millions)                                         cost           fair value
                                                ----------------   -------------
 Due in:
  <S>                                                <C>               <C>
  2001 ........................................      $ 5,002            $ 5,028
  2002-2005 ...................................       14,479             14,717
  2006-2010 ...................................       17,765             17,789
  2011 and later ..............................       34,909             34,333
</TABLE>

It is expected that actual  maturities will differ from  contractual  maturities
because borrowers have the right to call or prepay certain obligations. Proceeds
from  sales of  investment  securities  in 2000 were  $24,711  million  ($18,500
million in 1999 and $16,659  million in 1998).  Gross realized gains were $3,581
million  in 2000  ($1,406  million in 1999 and  $1,126  million in 1998).  Gross
realized losses were $714 million in 2000 ($484 million in 1999 and $303 million
in 1998).




<PAGE>

NOTE 3.        FINANCING RECEIVABLES

Financing receivables at December 31, 2000 and 1999 are shown below.
<TABLE>
<CAPTION>

 (In millions)                                       2000         1999
                                                  ---------    ---------
<S>                                                <C>          <C>
Time sales and loans:
 Consumer Services .............................   $  43,954    $  44,784
 Specialized Financing .........................      28,497       24,745
 Mid-Market Financing ..........................      21,506       18,422
 Equipment Management ..........................       1,385          978
 Specialty Insurance ...........................          90           28
 Other .........................................         838        1,183
                                                   ---------    ---------

   Time sales and loans - net of deferred income      96,270       90,140
                                                   ---------    ---------

Investment in financing leases:
 Direct financing leases .......................      46,186       43,738
 Leveraged leases ..............................       4,877        4,045
                                                   ---------    ---------

   Investment in financing leases ..............      51,063       47,783
                                                   ---------    ---------

                                                     147,333      137,923
Less allowance for losses (Note 4) .............      (4,034)      (3,708)
                                                   ---------    ---------

                                                   $ 143,299    $ 134,215
                                                   =========    =========
</TABLE>

Time sales and loans  represents  transactions in a variety of forms,  including
time  sales,  revolving  charge  and  credit,   mortgages,   installment  loans,
intermediate-term  loans and  revolving  loans secured by business  assets.  The
portfolio includes time sales and loans carried at the principal amount on which
finance  charges are billed  periodically,  and time sales and loans  carried at
gross book value,  which includes  finance  charges.  At year-end 2000 and 1999,
commercial real estate loans and leases of $21,329 million and $15,782  million,
respectively,  were included in financing receivables and insurance receivables.
Note 6 contains information on commercial airline loans and leases.

Investment in financing leases consists of direct financing and leveraged leases
of aircraft, railroad rolling stock, autos, other transportation equipment, data
processing  equipment  and medical  equipment,  as well as other  manufacturing,
power  generation,   commercial  real  estate,  and  commercial   equipment  and
facilities. As the sole owner of assets under direct financing leases and as the
equity  participant in leveraged leases, the Corporation is taxed on total lease
payments  received and is entitled to tax deductions based on the cost of leased
assets and tax  deductions for interest paid to  third-party  participants.  The
Corporation generally is entitled to any residual value of leased assets.

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



<PAGE>


The  Corporation's  net investment in financing  leases at December 31, 2000 and
1999 is shown below.
<TABLE>
<CAPTION>

                                        Total financing leases    Direct financing leases       Leveraged leases
                                        -----------------------   ------------------------   -----------------------
 (In millions)                             2000         1999         2000         1999         2000         1999
                                        ----------   ----------   ----------    ----------   ----------    ---------
<S>                                     <C>          <C>          <C>           <C>          <C>          <C>
Total minimum lease payments
   receivable ........................  $   74,960   $   68,158   $   50,556    $   47,069   $   24,404    $  21,089
 Less principal and interest on
   third-party nonrecourse debt ......     (19,773)     (17,184)           -             -      (19,773)     (17,184)
                                        ----------   ----------   ----------    ----------   ----------    ---------

   Net rentals receivable ............      55,187       50,974       50,556        47,069        4,631        3,905
 Estimated unguaranteed residual value
   of leased assets ..................       7,314        7,157        4,602         4,945        2,712        2,212
 Less deferred income ................     (11,438)     (10,348)      (8,972)       (8,276)      (2,466)      (2,072)
                                        ----------   ----------   ----------    ----------   ----------    ---------

   Investment in financing leases ....      51,063       47,783       46,186        43,738        4,877        4,045
 Less: Allowance for losses ..........        (646)        (581)        (558)         (509)         (88)         (72)
       Deferred taxes arising from
         financing leases ............      (8,408)      (8,593)      (4,496)       (5,087)      (3,912)      (3,506)
                                        ----------   ----------   ----------    ----------   ----------    ---------

 Net investment in financing leases ..  $   42,009   $   38,609   $   41,132    $   38,142   $      877    $     467
                                        ==========   ==========   ==========    ==========   ==========    =========
</TABLE>

Contractual Maturities

At December 31, 2000 the Corporation's contractual maturities for time sales and
loans and net rentals receivable were:
<TABLE>
<CAPTION>

                                                  Total time
(In millions)                                      sales and       Net rentals
                                                   loans (a)      receivable (a)
                                                  ----------     ---------------
<S>                                                  <C>             <C>
Due in:
  2001 .................................             $28,870         $16,620
  2002 .................................              21,368          11,885
  2003 .................................              18,140           8,253
  2004 .................................               7,439           5,055
  2005 .................................               5,611           3,173
  Thereafter ...........................              14,842          10,201
                                                     -------         -------

                                                     $96,270         $55,187
                                                     =======         =======
</TABLE>


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

Nonearning consumer receivables were $1,139 million and $930 million at December
31,  2000  and  1999,   respectively,   a  substantial   amount  of  which  were
private-label  credit card loans.  Nonearning  and  reduced-earning  receivables
other than consumer  receivables  were $949 million and $932 million at year-end
2000 and 1999, respectively.

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



<PAGE>


An analysis of impaired loans at December 31, 2000 and 1999 is shown below.
<TABLE>
<CAPTION>

 (In millions)                                                  2000        1999
                                                                ----        ----
<S>                                                             <C>         <C>
Loans requiring allowance for losses ...................        $475        $631
Loans expected to be fully recoverable .................         384         219
                                                                ----        ----

                                                                $859        $850
                                                                ====        ====

Allowance for losses ...................................        $166        $179
Average investment during year .........................         801         610
Interest income earned while impaired (a) ..............          20          27

</TABLE>

(a) Principally on the cash basis.


NOTE 4.        ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES
<TABLE>
<CAPTION>

 (In millions)                                                  2000       1999       1998
                                                              -------    -------    -------
<S>                                                           <C>        <C>        <C>
  Balance at January 1 ....................................   $ 3,708    $ 3,223    $ 2,745
  Provisions charged to operations ........................     2,045      1,671      1,603
  Net transfers primarily related to acquisitions and sales        22        271        386
  Amounts written off - net ...............................    (1,741)    (1,457)    (1,511)
                                                              -------    -------    -------

  Balance at December 31 ..................................   $ 4,034    $ 3,708    $ 3,223
                                                              =======    =======    =======
</TABLE>


NOTE 5.        INSURANCE RECEIVABLES

At year-end 2000 and 1999,  this account  included  reinsurance  recoverables of
$8,240  million and $8,138 million and  receivables  of insurance  affiliates of
$15,562  million and $10,831  million,  respectively.  Receivables  of insurance
affiliates  include  premium  receivables,  investments in whole real estate and
other loans and funds on deposit with reinsurers.


NOTE 6.        EQUIPMENT ON OPERATING LEASES

Equipment on operating leases by type of equipment and accumulated amortization
at December 31, 2000 and 1999 are shown below.
<TABLE>
<CAPTION>

 (In millions)                                        2000             1999
                                                    --------         --------
  <S>                                               <C>              <C>
  Original cost
    Aircraft ...............................        $ 12,888         $ 10,591
    Vehicles ...............................           9,872           10,942
    Railroad rolling stock .................           3,459            3,323
    Marine shipping containers .............           2,196            2,309
    Other ..................................           3,633            3,832
                                                    --------         --------

                                                      32,048           30,997
  Accumulated amortization .................          (7,901)          (7,392)
                                                    --------         --------

                                                    $ 24,147         $ 23,605
                                                    ========         ========
</TABLE>

Amortization of equipment on operating leases was $2,620 million, $2,673 million
and $2,185 million in 2000, 1999 and 1998,  respectively.  Noncancelable  future
rentals due from  customers for  equipment on operating  leases at year-end 2000
totaled $16,034 million and are due as follows:  $4,017 million in 2001;  $3,177
million in 2002;  $2,407 million in 2003; $1,707 million in 2004; $1,194 million
in 2005 and $3,532 million thereafter.

The Corporation acts as a lender and lessor to the commercial  airline industry.
At December 31, 2000 and 1999,  the balance of such loans,  leases and equipment
leased to others was  $15,262  million  and $11,772  million,  respectively.  In
addition,  at December 31, 2000, the Corporation had issued financial guarantees
and funding  commitments  of $601 million ($59 million at year-end 1999) and had
placed  multiyear orders for various Boeing and Airbus aircraft with list prices
of approximately $22.9 billion ($9.9 billion at year-end 1999).



NOTE 7.        BUILDINGS AND EQUIPMENT

Buildings and  equipment  include  office  buildings,  satellite  communications
equipment,   computer  hardware,   vehicles,  furniture  and  office  equipment.
Depreciation  expense was $694  million in 2000,  $500  million in 1999 and $431
million in 1998.


NOTE 8.        INTANGIBLE ASSETS

Intangible assets at December 31, 2000 and 1999 are shown in the table below.
<TABLE>
<CAPTION>

(In millions)                                         2000             1999
                                                    --------         --------
 <S>                                                <C>               <C>
  Goodwill .................................        $ 11,550         $ 12,301
   Present value of future profits ("PVFP")            2,780            1,812
   Other intangibles .......................             687              635
                                                    --------         --------
                                                    $ 15,017         $ 14,748
                                                    ========         ========
</TABLE>

The Corporation's intangible assets are shown net of accumulated amortization of
$5,815 million at December 31, 2000, and $4,233 million at December 31, 1999.

The amount of  goodwill  amortization  included in net  earnings  (net of income
taxes) in 2000,  1999 and 1998 was $620 million,  $512 million and $408 million,
respectively.

PVFP  amortization,  which is on an  accelerated  basis and net of interest,  is
projected to range from 17% to 7% of the year-end 2000  unamortized  balance for
each of the next five years.


NOTE 9.        OTHER ASSETS

Other assets at December 31, 2000 and 1999 are shown in the table below.
<TABLE>
<CAPTION>

(In millions)                                                                  2000             1999
                                                                          ------------       ------------
<S>                                                                        <C>               <C>
Investments:
 Assets acquired for resale ............................................   $       1,394     $      3,406
 Investments in and advances to associated companies (a) ...............          12,785           11,298
 Real estate ventures ..................................................           6,496            4,397
 Other .................................................................           5,298            4,424
                                                                           -------------     ------------

                                                                                  25,973           23,525
 Separate accounts .....................................................          11,705           10,335
 Servicing assets (b) ..................................................           1,449            1,707
 Deferred insurance acquisition costs ..................................           5,815            4,682
 Other .................................................................           5,424            4,445
                                                                           -------------     ------------
                                                                           $     50,366      $     44,694
                                                                           =============     ============


</TABLE>

(a)  Includes advances
(b)  Associated primarily with serviced residential mortgage loans amounting to
     $81 billion and $86 billion at December 31, 2000 and 1999, respectively.

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


<PAGE>

NOTE 10.       BORROWINGS

Total short-term borrowings at December 31, 2000 and 1999 consisted of the
following:
<TABLE>
<CAPTION>

                                                               2000                             1999
                                                  -------------------------------- --------------------------------
                                                                       Average                          Average
  (In millions)                                       Amount          rate (a)         Amount          rate (a)
                                                  ---------------  --------------- ---------------  ---------------
 <S>                                               <C>               <C>          <C>                   <C>
 Commercial paper - U.S. ........................  $  77,525         6.67%        $   84,702            6.07%
 Commercial paper - non-U.S. ....................     16,965         5.46             11,909            4.19
 Current portion of long-term debt ..............     19,283         5.95             22,902            5.59
 Other ..........................................     10,219                           9,746
                                                  ------------                    ------------
                                                   $ 123,992                       $ 129,259
                                                  ============                    ============
</TABLE>



Total long-term borrowings at December 31, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>

                                                       2000
                                                     average
 (In millions)                                       rate (a)        Maturities         2000             1999
                                                  ---------------  --------------- ---------------  ---------------
 <S>                                                   <C>           <C>                <C>             <C>
 Senior notes ...................................      5.59%         2002-2055          $ 80,383        $  69,770
 Subordinated notes (b) .........................      7.88          2006-2035               996              996
                                                                                        --------        ---------

                                                                                        $ 81,379        $  70,766
                                                                                        ========        =========

</TABLE>


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

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

Liquidity requirements of the Corporation are principally met through the credit
markets.  Maturities  of  long-term  borrowings  during  the  next  five  years,
including  the current  portion of long-term  debt,  at December 31, 2000,  were
$19,283  million  in 2001;  $20,089  million in 2002;  $16,231  million in 2003;
$11,330 million in 2004 and $7,086 million in 2005.

At December 31, 2000, the Corporation held committed lines of credit aggregating
$28.1  billion  with 95 banks,  including  $12.2  billion  of  revolving  credit
agreements  pursuant  to which it has the  right to  borrow  funds  for  periods
exceeding  one year.  Also,  at  December  31,  2000,  substantially  all of the
approximately  $4.2 billion of GE Company's  credit lines were available for use
by the  Corporation.  During  2000,  amounts  drawn  under  these lines were not
significant. The Corporation compensates banks for credit facilities in the form
of fees, which were insignificant in each of the past three years.

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



<PAGE>


The following table shows the Corporation's  borrowing positions at December 31,
2000 and 1999, considering the effects of swaps.
<TABLE>
<CAPTION>

(In millions)                                              2000          1999
                                                        --------      --------
<S>                                                     <C>           <C>
Effective borrowings (including swaps)
  Short-term .....................................      $ 80,162      $ 74,347
                                                        ========      ========
  Long-term (including current portion)
    Fixed rate (a) ...............................      $ 98,905      $ 90,361
    Floating rate ................................        26,304        35,317
                                                        --------      --------

  Total long-term ................................      $125,209      $125,678
                                                        ========      ========
</TABLE>

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

At December 31, 2000,  interest rate swap  maturities  ranged from 2001 to 2048,
and average  interest rates for  fixed-rate  borrowings  (including  "synthetic"
fixed-rate borrowings) were 5.92% (5.63% at year-end 1999).


NOTE 11.       INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS

Insurance  liabilities,  reserves and annuity  benefits at December 31, 2000 and
1999, are shown below.
<TABLE>
<CAPTION>

  (In millions)                                              2000        1999
                                                           --------    -------
  <S>                                                      <C>         <C>
  Investment contracts and universal life benefits ....    $ 33,232    $30,448
  Life insurance benefits and other (a) ...............      32,288     18,460
  Unpaid claims and claims adjustment expenses (b) ....      22,886     21,473
  Unearned premiums ...................................       6,039      6,060
  Separate accounts (see note 9) ......................      11,705     10,335
                                                           --------    -------
                                                           $106,150    $86,776
                                                           ========    =======
</TABLE>

(a)  Life  insurance  benefits are accounted  for mainly by a  net-level-premium
     method using estimated yields  generally  ranging from 2% to 9% in 2000 and
     from 5% to 9% in 1999.

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

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

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



<PAGE>


A summary of activity  affecting  unpaid claims and claims  adjustment  expenses
follows.
<TABLE>
<CAPTION>

(In millions)                                       2000        1999        1998
                                                 --------    --------    --------
<S>                                              <C>         <C>         <C>
  Balance at January 1 - gross ...............   $ 21,473    $ 19,611    $ 14,654
  Less reinsurance recoverables ..............     (4,832)     (3,483)     (2,246)
                                                 --------    --------    --------
  Balance at January 1 - net .................     16,641      16,128      12,408
  Claims and expenses incurred:
     Current year ............................      9,718       6,917       6,330
     Prior years .............................        607         248        (162)
  Claims and expenses paid:
     Current year ............................     (3,704)     (2,508)     (2,400)
     Prior years .............................     (6,572)     (5,162)     (3,692)
  Claim reserves related to acquired companies        488         929       3,476
  Other ......................................        231          89         168
                                                 --------    --------    --------
  Balance at December 31 - net ...............     17,409      16,641      16,128
  Add reinsurance recoverables ...............      5,477       4,832       3,483
                                                 --------    --------    --------

  Balance at December 31 - gross .............   $ 22,886    $ 21,473    $ 19,611
                                                 ========    ========    ========
</TABLE>


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

Financial  guarantees  and credit life risk of insurance  affiliates at December
31, 2000 and 1999 are summarized below.

<TABLE>
<CAPTION>

(In millions)                                                                            2000             1999
                                                                                    --------------   --------------
<S>                                                                                  <C>              <C>
Guarantees, principally on municipal bonds and structured finance issues ........    $    194,061     $    177,840
Mortgage insurance risk in force ................................................          68,112           59,798
Credit life insurance risk in force .............................................          19,910           26,427
Less reinsurance ................................................................         (42,143)         (37,992)
                                                                                    --------------   --------------

                                                                                     $    239,940     $    226,073
                                                                                    ==============   ==============
</TABLE>

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

                                 Premiums written                          Premiums and commissions earned
                   ----------------------------------------------   ----------------------------------------------
(In millions)          2000            1999            1998             2000            1999            1998
                   --------------  --------------  --------------   --------------  --------------  --------------
<S>                <C>             <C>             <C>              <C>             <C>             <C>
Direct .........   $       9,390   $       7,382   $       6,237    $       9,026   $       7,002   $       6,063
Assumed ........           9,552           8,520           7,470            9,643           8,460           7,151
Ceded ..........          (2,481)         (2,278)         (1,842)          (2,576)         (2,514)         (1,862)
                   --------------  --------------  --------------   --------------  --------------  --------------
Net ............   $      16,461   $      13,624   $      11,865    $      16,093   $      12,948   $      11,352
                   ==============  ==============  ==============   ==============  ==============  ==============
</TABLE>


Reinsurance  recoveries  recognized  as a  reduction  of  insurance  losses  and
policyholder and annuity benefits amounted to $3,232 million, $2,648 million and
$1,594  million  for  the  years  ended  December  31,  2000,   1999  and  1998,
respectively.

<PAGE>


NOTE 12.       MINORITY INTEREST

Minority interest in equity of consolidated  affiliates includes preferred stock
issued by GE Capital and by affiliates of GE Capital.  The preferred  stock pays
cumulative  dividends at variable  rates.  The value of the preferred  shares at
December 31, 2000 and 1999 is summarized below.
<TABLE>
<CAPTION>

(In millions)                                              2000             1999
                                                         ------           ------
<S>                                                      <C>              <C>
GE Capital ...................................           $2,600           $2,600
GE Capital affiliates ........................            1,066            1,421

</TABLE>

Dividend  rates in local  currency on the  preferred  stock ranged from 4.15% to
6.82% during 2000 and from 0.6% to 6.1% during 1999.


NOTE 13.       SHARE OWNERS' EQUITY

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

(In millions) .............................................       2000        1999        1998
                                                              --------    --------    --------
<S>                                                           <C>         <C>         <C>
Cumulative Preferred Stock Issued .........................   $     10    $     10    $     10
                                                              --------    --------    --------

Common Stock Issued .......................................          1           1           1
                                                              --------    --------    --------

Accumulated nonowner changes other than earnings
Balance at January 1 ......................................       (214)      2,161       1,950
Unrealized (losses) gains on investment securities - net of
   deferred taxes of $865, ($868), and $432 ...............      1,698      (1,578)        775
Currency translation adjustments - net of deferred taxes of
   ($309), ($91) and ($13) ................................       (573)       (169)        (30)
Reclassification adjustments - net of deferred taxes of
($1,003), ($341) and ($293) ...............................     (1,864)       (628)       (534)
                                                              --------    --------    --------

Balance at December 31 ....................................       (953)       (214)      2,161
                                                              --------    --------    --------

Other Capital
Balance at January 1 ......................................      2,672       2,480       2,327
Contributions .............................................         70         192         153
                                                              --------    --------    --------

Balance at December 31 ....................................      2,742       2,672       2,480
                                                              --------    --------    --------

Retained Earnings
Balance at January 1 ......................................     17,852      15,075      12,951
Net Earnings ..............................................      5,192       4,443       3,796
Dividends .................................................     (1,822)     (1,666)     (1,672)
                                                              --------    --------    --------

Balance at December 31 ....................................     21,222      17,852      15,075
                                                              --------    --------    --------

Total Share Owners' Equity ................................   $ 23,022    $ 20,321    $ 19,727
                                                              ========    ========    ========
</TABLE>


The  Corporation's  outstanding  preferred  stock  amounted  to $510  million at
December 31, 2000,  all of which was held by  consolidated  affiliates  with the
exception of $10 million of such shares,  which were dividended to GE Company in
1994. All other equity is owned entirely by GE Company and an affiliate.

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

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

At December 31, 2000 and 1999,  the aggregate  statutory  capital and surplus of
the insurance businesses totaled $16.2 billion and $14.5 billion,  respectively.
Accounting  principles prescribed by statutory authorities are used in preparing
statutory statements.


NOTE 14.       OPERATING AND ADMINISTRATIVE EXPENSES

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

Rental expense relating to equipment the Corporation  leases from others for the
purpose of  subleasing  was $496 million in 2000,  $484 million in 1999 and $439
million in 1998.  Other rental expense was $680 million in 2000, $583 million in
1999 and $450  million in 1998,  principally  for the rental of office space and
data processing equipment. Minimum future rental commitments under noncancelable
leases at  December  31, 2000 are $4,726  million;  $772  million in 2001;  $689
million in 2002;  $607 million in 2003;  $477  million in 2004;  $366 million in
2005 and  $1,815  million  thereafter.  The  Corporation,  as a  lessee,  has no
material lease agreements classified as capital leases.

Amortization of deferred  insurance  acquisition  costs charged to operations in
2000,  1999 and 1998 was $2,787  million,  $2,545  million  and $1,940  million,
respectively.


NOTE 15.       INCOME TAXES

The provision for income taxes is summarized in the following table.
<TABLE>
<CAPTION>

(In millions) ..................................................     2000     1999     1998
                                                                   ------   ------   ------
<S>                                                                <C>      <C>      <C>
Current tax expense ...........................................    $1,229   $  806   $  815
Deferred tax expense from temporary differences ................      683      847      549
                                                                   ------   ------   ------
                                                                   $1,912   $1,653   $1,364
                                                                   ======   ======   ======
</TABLE>


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

Current tax expense (benefit) includes amounts applicable to U.S. federal income
taxes of $443 million,  ($126) million and ($15) million in 2000, 1999 and 1998,
respectively,  and amounts applicable to non-U.S. jurisdictions of $707 million,
$844 million and $813 million in 2000, 1999 and 1998, respectively. Deferred tax
expense related to U.S. federal income taxes was $655 million,  $810 million and
$548 million in 2000, 1999 and 1998, respectively.

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

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

U.S. income before taxes was $3.8 billion in 2000, $3.5 billion in 1999 and $3.4
billion in 1998. The  corresponding  amounts for non-U.S.  based operations were
$3.3 billion in 2000, $2.6 billion in 1999 and $1.8 billion in 1998.



<PAGE>


A  reconciliation  of the U.S.  federal  statutory rate to the actual income tax
rate follows.
<TABLE>
<CAPTION>

                                                                       2000            1999             1998
                                                                 ---------------- ---------------  ---------------
  <S>                                                                  <C>              <C>              <C>
  Statutory U.S. federal income tax rate ........................      35.0%            35.0%            35.0%
  Increase (reduction) in rate resulting from:
    Amortization of goodwill ....................................       1.1              1.0              1.0
    Tax-exempt income ...........................................      (4.0)            (4.4)            (4.7)
    Tax on International Activities including Foreign Sales
      Corporation benefits ......................................      (5.8)            (4.8)            (1.3)
  Fuels credits .................................................      (1.2)            (1.5)            (1.8)
  Other - net ...................................................       1.8              1.8             (1.8)
                                                                 ---------------- ---------------  ---------------

  Actual income tax rate ........................................      26.9%            27.1%            26.4%
                                                                 ================ ===============  ===============
</TABLE>


Principal  components of the net deferred tax liability balances at December 31,
2000 and 1999, were as follows:
<TABLE>
<CAPTION>

(In millions)                                                                            2000             1999
                                                                                     -------------    -------------
Assets:
  <S>                                                                                <C>             <C>
  Allowance for losses .........................................................     $     1,684     $      1,379
  Insurance reserves ...........................................................           1,270            1,052
  AMT credit carryforwards .....................................................             671            1,185
  Other ........................................................................           3,684            1,912
                                                                                     -------------    -------------

 Total deferred tax assets .....................................................           7,309            5,528
                                                                                     -------------    -------------

 Liabilities:
  Financing leases .............................................................           8,408            8,593
  Operating leases .............................................................           3,301            2,840
  Other ........................................................................           3,838            3,050
                                                                                     -------------    -------------

 Total deferred tax liabilities ................................................          15,547           14,483
                                                                                     -------------    -------------

 Net deferred tax liability ....................................................     $     8,238      $     8,955
                                                                                     =============    =============
</TABLE>



NOTE 16.       OPERATING SEGMENT DATA


The  Corporation's  operating  segments  are  organized  based on the  nature of
products and services  provided.  A description of the operating segments can be
found in Item 1. Business.,  under the heading Operating Segments,  on page 2 of
this report.  The  accounting  policies for these segments are the same as those
described for the consolidated entity. The Corporation evaluates the performance
of its operating  segments  primarily on the basis of net  earnings.  Details of
total  revenues and net  earnings by  operating  segment are provided in Item 7.
Management's  Discussion  and  Analysis  of Results of  Operations  in the table
beginning on page 15 and in the All Other operating  segment  discussion on page
17 of this report. Other specific information is provided as follows.

<TABLE>
<CAPTION>

(In millions)                        Depreciation and amortization (a)          Provision for income taxes
                                   --------------------------------------  -------------------------------------
For the years ended December 31       2000         1999          1998         2000         1999         1998
                                   -----------  -----------  ------------  ----------- ------------  -----------
<S>                                <C>          <C>          <C>           <C>         <C>           <C>
Consumer Services ..............   $   1,940    $   1,042    $     960    $      665  $      347    $      471
Equipment Management ...........       2,421        2,440        1,913           389         317           258
Mid-Market Financing ...........         715          555          409           223         237           234
Specialized Financing ..........          42           62           56           566         462            47
Specialty Insurance ............         179          164          138            33         345           327
All other ......................         191          109           92            36         (55)           27
                                   -----------  -----------  ------------  ----------- ------------  -----------

   Total .......................   $   5,488    $   4,372    $   3,568     $   1,912   $   1,653     $   1,364
                                   ===========  ===========  ============  =========== ============  ===========
</TABLE>


<TABLE>
<CAPTION>


                                     Time sales, loan, investment and
                                             other income (b)                        Interest expense
                                   --------------------------------------  -------------------------------------
For the years ended December 31       2000         1999          1998         2000         1999         1998
                                   -----------  -----------  ------------  ----------- ------------  -----------
<S>                                  <C>         <C>          <C>          <C>         <C>           <C>
Consumer Services ..............    $ 16,252     $ 12,817     $ 11,279     $   3,645   $   3,335     $   3,746
Equipment Management ...........       2,428        2,372        2,297         1,796       1,598         1,494
Mid-Market Financing ...........       2,545        2,257        1,621         2,382       1,992         1,631
Specialized Financing ..........       5,198        4,028        2,712         2,428       1,835         1,552
Specialty Insurance ............       2,875        2,727        2,149           711         580           534
All other ......................       1,507          251          241           149          19             9
                                   -----------  -----------  ------------  ----------- ------------  -----------

   Total .......................    $ 30,805     $ 24,452     $ 20,299      $ 11,111   $   9,359     $   8,966
                                   ===========  ===========  ============  =========== ============  ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                              Property, plant and equipment
                                                                              additions (including equipment
                                                  Assets                          leased to others) (c)
                                              At December 31                 For the years ended December 31
                                   --------------------------------------  -------------------------------------
                                      2000         1999          1998         2000         1999         1998
                                   -----------  -----------  ------------  ----------- ------------  -----------
<S>                                 <C>          <C>          <C>            <C>       <C>           <C>
Consumer Services (d)...........    $ 161,607    $ 149,139    $ 138,961      $   764   $   2,337     $   2,111
Equipment Management (d) .......       48,573       43,617       38,513        8,298       8,011         4,492
Mid-Market Financing ...........       55,651       49,703       41,016        1,624       3,948         1,349
Specialized Financing (d).......       54,179       48,539       36,908          544         155            88
Specialty Insurance ............       52,108       47,926       46,039           39          30            41
All other ......................       (1,482)       6,094        1,860          165         951            29
                                    -----------  -----------  ------------ ----------- ------------  -----------

   Total .......................    $ 370,636    $ 345,018    $ 303,297     $ 11,434    $ 15,432     $   8,110
                                   ===========  ===========  ============  =========== ============  ===========
</TABLE>


(a)  Includes amortization of goodwill and other intangibles.

(b)  Principally interest income.

(c)  Additions to property,  plant and equipment  (including equipment leased to
     others) include amounts relating to principal businesses purchased.

(d)  Total assets of the Consumer Services, Equipment Management and Specialized
     Financing segments at December 31, 2000 include investments in and advances
     to non-consolidated affiliates of $4,064 million, $5,013 million and $3,246
     million,  respectively,  which contributed approximately $325 million, $317
     million and $63 million,  respectively,  to segment  pre-tax income for the
     year ended December 31, 2000.



<PAGE>

NOTE 17.       QUARTERLY FINANCIAL DATA (unaudited)

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

                                  First quarter        Second quarter        Third quarter          Fourth quarter
                                -------------------  -------------------  ---------------------  ---------------------
  (In millions)                   2000      1999       2000      1999        2000       1999       2000        1999
                                ---------  --------  --------- ---------  ----------- --------- ------------ ---------
 <S>                            <C>        <C>       <C>       <C>        <C>         <C>       <C>          <C>
 Revenues ....................  $ 15,681   $ 12,383  $ 16,470  $ 13,378   $ 16,444(a) $ 14,002  $ 17,582(a)  $ 15,986
                                ---------  --------  --------- ---------  ----------- --------- ------------ ---------
 Expenses:
  Interest ...................     2,570      2,113     2,811     2,237      2,765       2,291     2,965        2,718
  Operating and administrative
   and cost of goods sold ....     6,922      5,150     6,964     5,667      6,617       6,136     7,487        7,283
  Insurance losses and
   policyholder and annuity
   benefits ..................     2,930      2,619     3,852     2,705      3,731       2,764     3,886        2,940
  Provision for losses on
   financing receivables .....       521        378       421       440        463         225       640          628
  Depreciation and
   amortization of buildings
   and equipment and equipment
   on operating leases .......       942        685       672       823        792         792       908          873
  Minority interest in net
   earnings of consolidated
   affiliates ................        50         38        53        45         56          49        55           54
                                ---------  --------  --------- ---------  ----------- --------- ------------ ---------

 Earnings before income taxes      1,746      1,400     1,697     1,461      2,020       1,745     1,641        1,490
 Provision for income taxes ..      (536)      (368)     (420)     (369)      (542)       (483)     (414)        (433)
                                ---------  --------  --------- ---------  ----------- --------- ------------ ---------

 Net earnings ................  $  1,210    $ 1,032   $ 1,277  $  1,092   $  1,478(b) $  1,262  $   1,227(c) $  1,057
                                =========  ========  ========= =========  =========== ========= ============ =========
</TABLE>


(a)  Third and fourth  quarter  revenues in 2000 were increased by the inclusion
     of  gains  related  to  PaineWebber  of  $369  million  and  $997  million,
     respectively.
(b)  Third  quarter net earnings in 2000 were  reduced by  after-tax  charges of
     $239  million.  Such charges were  included in "Other costs and  expenses".
     Also in the third quarter,  net earnings were increased by the inclusion of
     an after-tax gain of $226 million related to PaineWebber.
(c)  Fourth  quarter net earnings in 2000 were  reduced by after-tax  charges of
     $645  million.  Such  charges were  primarily  included in "Other costs and
     expenses".  Also in the fourth quarter,  net earnings were increased by the
     inclusion of an after-tax gain of $622 million related to PaineWebber.



NOTE 18.       RESTRICTED NET ASSETS OF AFFILIATES

Certain  of  the  Corporation's  consolidated  affiliates  are  restricted  from
remitting  funds to the Parent in the form of dividends or loans by a variety of
regulations,   the   purpose   of  which  is  to  protect   affected   insurance
policyholders,  depositors or  investors.  At year-end  2000,  net assets of the
Corporation's  regulated  affiliates  amounted to $32.3 billion,  of which $26.8
billion was restricted.


NOTE 19.       SUPPLEMENTAL CASH FLOWS INFORMATION

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

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

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

  (In millions)                                                        2000             1999             1998
                                                                   --------------   --------------   --------------
  Financing receivables
  <S>                                                              <C>              <C>              <C>
  Increase in loans to customers ..............................     $  (100,938)    $    (95,201)    $    (75,840)
  Principal collections from customers - loans ................          87,432           86,379           65,573
  Investment in equipment for financing leases ................         (15,454)         (18,173)         (20,299)
  Principal collections from customers - financing leases .....           7,873           13,634           15,467
  Net change in credit card receivables .......................          (9,394)         (10,740)          (4,705)
  Sales of financing receivables ..............................          14,405           11,473           13,805
                                                                   --------------   --------------   --------------

                                                                   $    (16,076)    $    (12,628)    $     (5,999)
                                                                   ==============   ==============   ==============
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


  All other investing activities
  <S>                                                              <C>              <C>              <C>
  Purchases of securities by insurance and annuity businesses .    $    (35,911)    $    (26,271)    $    (23,897)
  Dispositions and maturities of securities by insurance and
   annuity businesses .........................................           25,960          23,979            20,639
  Proceeds from principal business dispositions ...............            (605)             279                 -
  Other .......................................................          (1,617)          (6,270)          (8,122)
                                                                   --------------   --------------   --------------

                                                                   $    (12,173)    $      (8,283)   $    (11,380)
                                                                   ==============   ==============   ==============

  Newly issued debt having maturities longer than 90 days
  Short-term (91 to 365 days)                                      $      12,782     $      15,799   $       5,881
  Long-term (longer than one year)                                        32,297            30,082          33,453
  Proceeds - nonrecourse, leveraged lease debt                             1,808             1,724           2,106
                                                                   ---------------   --------------  --------------

                                                                   $      46,887     $      47,605   $      41,440
                                                                   ===============   ==============  ==============

  Repayments and other reductions of debt having maturities
    longer than 90 days
  Short-term (91 to 365 days) .................................    $    (27,777)     $    (21,211)   $    (25,901)
  Long-term (longer than one year) ............................          (3,953)           (5,447)         (4,739)
  Principal payments - nonrecourse, leveraged lease debt ......            (177)             (266)           (387)
                                                                   ---------------   --------------  --------------

                                                                   $    (31,907)     $    (26,924)   $    (31,027)
                                                                   ===============   ==============  ==============
  All other financing activities
  Proceeds from sales of investment contracts .................    $       8,826     $      7,236    $       5,149
  Preferred stock issued by consolidated affiliates ...........               -               513              270
  Redemption of investment contracts ..........................          (9,061)           (7,127)         (5,533)
  Cash received upon assumption of Toho Mutual Life Insurance
    Company insurance liabilities..............................           13,177                -                -
                                                                   ---------------   --------------  --------------

                                                                   $      12,942     $        622    $       (114)
                                                                   ===============   ==============  ==============
  Cash paid during the year for:
  Interest ....................................................    $    (11,229)     $    (9,596)     $    (8,677)
  Income taxes ................................................            (800)             (351)           (947)
</TABLE>

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

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

(In millions)                                                          2000            1999             1998
                                                                   --------------   -------------    -------------
<S>                                                                <C>              <C>              <C>
Fair value of assets acquired .................................    $      10,544    $     16,208     $     29,498
Cash paid .....................................................          (1,230)         (10,075)        (18,405)
                                                                   --------------   -------------    -------------
Liabilities assumed ...........................................    $       9,314    $      6,133     $     11,093
                                                                   ==============   =============    =============
</TABLE>



NOTE 20.       ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS

This note contains  estimated  fair values of certain  financial  instruments to
which the Corporation is a party.  Apart from the  Corporation's  own borrowings
and certain  marketable  securities,  relatively  few of these  instruments  are
actively traded. Thus, fair values must often be determined by using one or more
models that indicate value based on estimates of quantifiable characteristics as
of a particular date. Because this undertaking is, by its nature,  difficult and
highly judgmental,  for a limited number of instruments,  alternative  valuation
techniques may have produced  disclosed  values  different from those that could
have been realized at December 31, 2000 or 1999. Assets and liabilities that, as
a matter of  accounting  policy,  are  reflected in the  accompanying  financial
statements  at fair value are not included in the  following  disclosures;  such
items include cash and equivalents, investment securities and separate accounts.



<PAGE>


A description of how values are estimated follows.

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

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

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

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

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

Information  about financial  instruments that were not carried at fair value at
December 31, 2000 and 1999, is shown below.
<TABLE>
<CAPTION>

                                                2000                                           1999
                              -------------------------------------------  --------------------------------------------
                                           Assets (liabilities)                          Assets (liabilities)
                                   --------------------------------              --------------------------------
                                         Carrying                                      Carrying
                              Notional    amount    Estimated fair value   Notional     amount    Estimated fair value
                                                    ---------------------                         ---------------------
 (In millions)                 amount      (net)      High        Low       amount       (net)      High        Low
                              ---------  ---------- ----------  ---------  ----------  ---------  ---------- ----------
Assets
 <S>                          <C>         <C>         <C>        <C>        <C>       <C>          <C>         <C>
 Time sales and loans ....... $     (a)    $92,912    $93,539    $ 92,360   $   (a)   $   87,013    $87,004    $85,504
 Integrated swaps ...........    22,911        (44)      (771)       (771)    15,933          18         59         59
 Purchased options ..........     9,832        105        164         164      8,949          60        174        174
 Mortgage-related positions
  Mortgage purchase
    commitments .............         -          -          -           -        669           -          -          -
  Mortgage sale commitments .         -          -          -           -      1,452           -          4          4
  Mortgages acquired for
  resale ....................       (a)      1,267      1,250       1,245        (a)       2,522      2,516      2,488
  Options, including
  "floors" ..................    21,984        202        208         208     23,929          76         56         56
  Interest rate swaps and
  futures ...................     2,798         29         38          38      4,054           -        (67)       (67)
 Other financial instruments        (a)     10,940     11,130      11,102        (a)       5,347      5,322      5,292
Liabilities
 Borrowings and related
   instruments
  Borrowings (b) (c) ........       (a)   (205,371)  (207,670)   (207,670)       (a)    (200,025)  (198,798)  (198,798)
  Interest rate swaps .......    52,681          -       (208)       (208)    56,339           -        (99)       (99)
  Currency swaps ............    24,314          -       (957)       (957)    22,744           -     (1,425)    (1,425)
  Currency forwards .........    27,902          -        381         381     26,806           -       (459)      (459)
 Investment contract
   benefits .................       (a)    (27,575)   (26,144)    (26,144)       (a)     (24,943)   (24,420)   (24,420)
 Insurance - financial
   guarantees and credit
   life .....................   239,940     (2,759)    (2,797)     (2,910)   226,073      (2,757)    (2,797)    (2,909)
 Credit and liquidity
   support -securitizations
   (d) ......................    37,667       (630)      (630)       (630)    34,389        (489)      (489)      (489)
 Performance guarantees (e) .     7,895          -          -           -      3,472         (56)       (56)       (56)
 Other financial instruments      2,982     (1,184)    (1,114)     (1,114)     2,545      (1,473)    (1,444)    (1,444)

Other firm commitments
  Currency forwards .........     1,585          8         47          47      3,778         (14)       (41)       (41)
  Currency swaps ............       647        292        275         275        767         238        200        200
  Ordinary course of
    business lending
    commitments .............     9,450          -          -           -      7,822           -          -          -
  lines
   Commercial ...............    11,278          -          -           -     11,440           -          -          -
   Consumer - principally
     credit cards ...........   188,421          -          -           -    151,651           -          -          -
</TABLE>

(a)  Not applicable.
(b)  Includes effects of interest rate and currency swaps, which also are listed
     separately.
(c)  See note 10.
(d)  Pre-tax gains on sales of financial assets through securitizations amounted
     to $489 million during 2000.
(e)  Includes letters of credit.

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

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

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

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

Counterparty  credit risk - risk that  counterparties will be financially unable
to make  payments  according to the terms of the  agreements - is the  principal
risk associated with swaps,  purchased options and forwards.  Gross market value
of probable  future  receipts is one way to measure this risk, but is meaningful
only in the context of net credit  exposure  to  individual  counterparties.  At
December 31, 2000 and 1999,  this gross market risk amounted to $2.9 billion and
$2.0 billion,  respectively.  Aggregate  fair values that  represent  associated
probable future obligations,  normally associated with a right of offset against
probable  future  receipts,  amounted to $3.7 billion at year-end  2000 and $3.6
billion at year-end 1999.

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

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

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

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

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



<PAGE>


NOTE 21.       GEOGRAPHIC SEGMENT INFORMATION

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

                                              Revenues                             Long-lived assets
                                   For the years ended December 31                  At December 31
                               ----------------------------------------- ----------------------------------------
 (In millions)                     2000          1999          1998          2000          1999          1998
                               ------------- ------------- ------------- ------------  ------------  ------------
 <S>                           <C>           <C>           <C>           <C>           <C>           <C>
 United States ..............  $   39,891    $   34,063    $   30,498    $   11,032    $   13,270    $   10,476
 Europe .....................      14,526        14,045        13,072         3,260         3,449         3,614
 Pacific Basin ..............       7,147         3,722         1,418         1,146         1,280           625
 Global (a) .................       2,134         1,788         1,682        10,763         8,960         8,160
 Other (b) ..................       2,479         2,131         2,024         1,615         1,682         1,161
                               ------------- ------------- ------------- ------------  ------------  ------------
   Total ....................  $   66,177     $  55,749     $  48,694    $   27,816    $   28,641    $   24,036
                               ============= ============= ============= ============  ============  ============
</TABLE>


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

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


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

                                 Not applicable



<PAGE>


                                    PART III
Item 10.     Directors and Executive Officers of the Registrant.

                                     Omitted



Item 11.     Executive Compensation.

                                     Omitted



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

                                     Omitted



Item 13.     Certain Relationships and Related Transactions.

                                     Omitted



<PAGE>


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

(a)  1.      Financial Statements

             Included in Part II of this report:

               Independent Auditors' Report

               Statement of  Earnings  for each of the  years in the  three-year
                    period ended December 31, 2000

               Statement of  Changes  in Share  Owners'  Equity  for each of the
                    years in the three-year period ended December 31, 2000

               Statement of Financial Position at December 31, 2000 and 1999

               Statement of Cash  Flows for each of the years in the  three-year
                    period ended December 31, 2000

               Notes to Consolidated Financial Statements

             Incorporated by reference:

               The  consolidated   financial   statements  of  General  Electric
               Company,  set forth in the Annual  Report on Form 10-K of General
               Electric Company (S.E.C.  File No.  001-00035) for the year ended
               December 31, 2000 (pages F-1 through  F-44) and Exhibit 12 (Ratio
               of Earnings to Fixed Charges) of General Electric Company.

(a)  2.      Financial Statement Schedules

             Schedule I.   Condensed financial information of registrant.

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

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

(a)  3.      Exhibit Index

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



<PAGE>
<TABLE>
<CAPTION>

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

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

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

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

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

        23 (ii)             Consent of KPMG LLP.

        24                  Power of Attorney.

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

        99 (b)              The  consolidated  financial  statements  of General  Electric  Company,  set forth in the
                            Annual Report on Form 10-K of General  Electric  Company (S.E.C.  File No.  001-00035) for
                            the year ended  December  31,  2000,  (pages F-1  through  F-44) and  Exhibit 12 (Ratio of
                            Earnings to Fixed Charges) of General Electric Company.

        99 (c)              Item 1. Business - Property and Casualty  Reserves for Unpaid  Claims and Claim  Expenses,
                            set forth in the Annual  Report on Form 10-K of GE Global  Insurance  Holding  Corporation
                            (S.E.C. File No. 0-27394) for the year ended December 31, 2000 (Pages 5 through 10).

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

        (b)                 Reports on Form 8-K

                            None.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>

            GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS


For the years ended December 31 (In millions)                             2000             1999             1998
                                                                      -------------    -------------    -------------
<S>                                                                   <C>              <C>              <C>

REVENUES .........................................................    $        7        $       26      $          1
                                                                      -------------    -------------    -------------
EXPENSES:
  Interest .......................................................            449              378              306
  Operating and administrative ...................................            283              342              234
                                                                      -------------    -------------    -------------

 Loss before income taxes and equity in earnings of affiliates ...           (725)            (694)            (539)
 Income tax benefit ..............................................            206              194              143
 Equity in earnings of affiliates ................................          5,711            4,943            4,192
                                                                      -------------    -------------    -------------
 NET EARNINGS ....................................................          5,192            4,443            3,796
 Dividends paid ..................................................         (1,822)          (1,666)          (1,672)
 Retained earnings at January 1 ..................................         17,852           15,075           12,951
                                                                      -------------    -------------    -------------

 RETAINED EARNINGS AT DECEMBER 31 ................................      $   21,222     $    17,852      $    15,075
                                                                      =============    =============    =============
</TABLE>


See Notes to Condensed Financial Statements.




<PAGE>


          GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

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

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                    CONDENSED STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
 At December 31 (In millions)                                                               2000             1999
                                                                                       --------------   --------------
 ASSETS
 <S>                                                                                   <C>              <C>
 Cash and equivalents ..............................................................   $         -      $         -
 Investment in and advances to affiliates ..........................................        30,014           27,325
 Other assets.......................................................................           600              242
                                                                                       --------------   --------------

  Total assets .....................................................................    $   30,614      $    27,567
                                                                                       ==============   ==============

 LIABILITIES AND EQUITY
 Short-term borrowings .............................................................   $     6,696     $      6,137
 Long-term borrowings ..............................................................           299              299
 Accounts payable ..................................................................            12               12
 Other liabilities .................................................................            85              298
                                                                                       --------------   --------------

  Total liabilities ................................................................         7,092            6,746
                                                                                       --------------   --------------

 Cumulative preferred stock, $10,000 par value (80,000 shares authorized; 51,000
   shares issued and held primarily by affiliates at December 31, 2000 and 1999) ...           510              510
 Common stock, $1,000 (1,260 shares authorized at December 31, 2000 and 1999 and
   1,012 shares outstanding at December 31, 2000 and 1999) .........................             1                1
 Additional paid-in capital ........................................................         2,742            2,672
 Retained earnings .................................................................        21,222           17,852
 Accumulated unrealized gains on investment securities held by affiliates - net (a)              4              170
 Accumulated foreign currency translation adjustments (a) ..........................          (957)            (384)
                                                                                       --------------   --------------

  Total equity .....................................................................        23,522           20,821
                                                                                       --------------   --------------

  Total liabilities and equity .....................................................   $     30,614     $    27,567
                                                                                       ==============   ==============
</TABLE>

(a)  The sum of accumulated  unrealized  gains on investment  securities held by
     affiliates  and  accumulated  foreign  currency   translation   adjustments
     constitutes  "Accumulated  nonowner  changes other than  earnings," and was
     ($953) million and ($214) million at year-end 2000 and 1999, respectively.


See Notes to Condensed Financial Statements.




<PAGE>



         GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

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

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                        CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

 For the years ended December 31 (In millions)                            2000             1999             1998
                                                                      --------------   --------------   --------------
 <S>                                                                  <C>              <C>              <C>
 CASH FROM OPERATING ACTIVITIES ...................................   $      2,210     $     1,387      $       669
                                                                      --------------   --------------   --------------

 CASH FLOWS FROM INVESTING ACTIVITIES
 Change in investment and advances to affiliates ..................          (562)              45           (1,339)
 Net change in other assets .......................................          (385)             115             (101)
                                                                      --------------   --------------   --------------

   Cash from (used for) investing activities ......................          (947)             160           (1,440)
                                                                      --------------   --------------   --------------

 CASH FLOWS FROM FINANCING ACTIVITIES
 Net change in borrowings (less than 90-day maturities) ...........           559              119            2,443
 Dividends paid ...................................................        (1,822)          (1,666)          (1,672)
                                                                      --------------   --------------   --------------

   Cash from (used for) financing activities ......................        (1,263)          (1,547)             771
                                                                      --------------   --------------   --------------

 CHANGE IN CASH AND EQUIVALENTS DURING THE YEAR ...................             -                -                -
 CASH AND EQUIVALENTS AT BEGINNING OF YEAR ........................             -                -                -
                                                                      --------------   --------------   --------------

 CASH AND EQUIVALENTS AT END OF YEAR ..............................   $         -      $         -      $         -
                                                                      ==============   ==============   ==============
</TABLE>


See Notes to Condensed Financial Statements.



<PAGE>


        GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

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

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Income taxes

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

Dividends from affiliates

In 2000, GE Capital Services  received  dividends of $1,480 million from General
Electric  Capital  Corporation  ("GE  Capital")  and $1,435  million  from other
affiliates. In 1999, GE Capital Services received dividends of $338 million from
GE Global Insurance Holding Corporation and $1,423 million from GE Capital.




<PAGE>


           GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                SCHEDULE V - SUPPLEMENTAL INFORMATION CONCERNING
                   PROPERTY AND CASUALTY INSURANCE OPERATIONS

                                                             (in millions)

<TABLE>
<CAPTION>


                            At December 31                                          Year ended December 31
     --------------------------------- ------------ -------------------------------------------------------------------------------
<S>  <C>          <C>         <C>         <C>       <C>          <C>         <C>        <C>       <C>           <C>          <C>

                               Discount
                               deducted
                               from
                  Liability    liability
                  for unpaid   for unpaid                                    Claims and claims     Amortization
      Deferred    claims and   claims and            Earned                  adjustment expenses    of deferred   Paid claims
       policy       claims      claims               premiums      Net        incurred related to:    policy      and claims
                                                                            --------------------
     acquisition  adjustment  adjustment  Unearned   and          investment  Current      Prior   acquisition  adjustment  Premiums
         costs      expenses   expenses   premiums   commissions    income      Year       Years     costs      expenses     written
     -----------  ----------- ----------- ---------- ----------  ----------- ---------  ---------  -----------  ----------  --------

2000 $ 1,207     $ 19,836    $  166      $ 4,646    $ 9,018      $ 1,641     $ 5,939    $   646    $  2,225     $  6,939   $  9,345
     ==========  ==========  =========== =========  ===========  ==========  =========  =========  ===========  =========  ========

1999 $ 1,089     $ 19,683    $  334      $ 4,505    $ 8,185      $ 1,464     $ 5,211    $   185    $  2,088     $  5,854   $  8,424
     ==========  ==========  =========== =========  ===========  ==========  =========  =========  ===========  ========== ========

1998 $ 1,079     $ 18,396    $  354      $ 4,293    $  7,183     $ 1,327     $  4,508   $  (186)   $  1,635     $  4,641   $  7,490
     ==========  =========== =========== =========  ===========  ==========  =========  =========  ==========   ========== ========

</TABLE>



<PAGE>


57

                                                                 Exhibit 4 (a)



                                                               March  23, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Subject: General Electric Capital Services,  Inc. Annual Report on Form 10-K for
     the fiscal year ended December 31, 2000 - File No. 0-14804

Dear Sirs:

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

                               Very truly yours,

                               GENERAL ELECTRIC CAPITAL SERVICES, INC.


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




<PAGE>



                                                                 Exhibit 12 (a)
<TABLE>
<CAPTION>
                                      GENERAL ELECTRIC CAPITAL SERVICES, INC.
                                             AND CONSOLIDATED AFFILIATES

                                  Computation of Ratio of Earnings to Fixed Charges


                                                                        Years ended December 31
                                                    -----------------------------------------------------------------
 (Dollars in millions)                                 2000          1999         1998         1997          1996
                                                    ------------  -----------  ------------ ------------  -----------
 <S>                                                <C>           <C>          <C>          <C>           <C>
 Net earnings ....................................  $   5,192     $   4,443    $   3,796    $   3,256     $   2,817
 Provision for income taxes ......................      1,912         1,653        1,364        1,166         1,231
 Minority interest ...............................        214           186          148          121           167
                                                    ------------  -----------  ------------ ------------  -----------

 Earnings before income taxes and minority
   interest ......................................      7,318         6,282        5,308        4,543         4,215
                                                    ------------  -----------  ------------ ------------  -----------

 Fixed charges:
   Interest ......................................     11,415         9,607        9,122        7,762         7,402
   One-third of rentals ..........................        392           356          296          245           182
                                                    ------------  -----------  ------------ ------------  -----------

 Total fixed charges .............................     11,807         9,963        9,418        8,007         7,584
 Less interest capitalized, net of amortization ..       (121)          (87)         (88)         (52)          (41)
                                                    ------------  -----------  ------------ ------------  -----------

 Earnings before income taxes and minority
   interest, plus fixed charges ..................   $ 19,004      $ 16,158     $ 14,638     $ 12,498      $ 11,758
                                                    ============  ===========  ============ ============  ===========

 Ratio of earnings to fixed charges ..............       1.61         1.62          1.55         1.56         1.55
                                                    ============  ===========  ============ ============  ===========
</TABLE>




<PAGE>

<TABLE>
<CAPTION>

                                                                                                                   Exhibit 12 (b)

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.
                           AND CONSOLIDATED AFFILIATES

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



                                                                        Years ended December 31
                                                    -----------------------------------------------------------------
 (Dollars in millions)                                 2000          1999         1998         1997          1996
                                                    ------------  -----------  ------------ ------------  -----------
 <S>                                                <C>            <C>          <C>          <C>           <C>
 Net earnings ....................................  $   5,192      $  4,443     $  3,796     $  3,256      $  2,817
 Provision for income taxes ......................      1,912         1,653        1,364        1,166         1,231
 Minority interest ...............................        214           186          148          121           167
                                                    ------------  -----------  ------------ ------------  -----------

 Earnings before income taxes and minority
   interest ......................................      7,318         6,282        5,308        4,543         4,215
                                                    ------------  -----------  ------------ ------------  -----------

 Fixed charges:
   Interest ......................................     11,415         9,607        9,122        7,762         7,402
   One-third of rentals ..........................        392           356          296          245           182
                                                    ------------  -----------  ------------ ------------  -----------

 Total fixed charges .............................     11,807         9,963        9,418        8,007         7,584
                                                    ------------  -----------  ------------ ------------  -----------

 Less interest capitalized, net of amortization ..       (121)          (87)         (88)         (52)          (41)
                                                    ------------  -----------  ------------ ------------  -----------

 Earnings before income taxes and minority
   interest, plus fixed charges ..................   $ 19,004       $16,158      $14,638      $12,498       $11,758
                                                    ============  ===========  ============ ============  ===========

 Preferred stock dividend requirements ...........  $       1     $       1    $       1  $         1   $         1

 Ratio of earnings before provisions for income
   taxes to net earnings .........................       1.37          1.37         1.36         1.36          1.44
                                                    ------------  -----------  ------------ ------------  -----------

 Preferred stock dividend factor on pre-tax basis           1             1            1            1             1
 Fixed charges ...................................     11,807         9,963        9,418        8,007         7,584
                                                    ------------  -----------  ------------ ------------  -----------

 Total fixed charges and preferred stock dividend

   requirements ..................................  $  11,808      $  9,964     $  9,419     $  8,008      $  7,585

                                                    ============  ===========  ============ ============  ===========

 Ratio of earnings to combined fixed charges and

   preferred stock dividends .....................        1.61        1.62          1.55         1.56         1.55

                                                    ============  ===========  ============ ============  ===========
</TABLE>



<PAGE>




                                                                Exhibit 23 (ii)

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

We consent to  incorporation  by reference in the  Registration  Statement  (No.
33-7348) on Form S-3 of General Electric Capital  Services,  Inc., of our report
dated  February 2, 2001,  relating to the  statement  of  financial  position of
General  Electric  Capital  Services,  Inc. and  consolidated  affiliates  as of
December 31, 2000 and 1999, and the related  statements of earnings,  changes in
share  owners'  equity  and cash  flows for each of the years in the  three-year
period ended December 31, 2000, and related  schedules,  which report appears in
the December  31, 2000 annual  report on Form 10-K of General  Electric  Capital
Services, Inc.



/s/ KPMG LLP

Stamford, Connecticut
March 23, 2001



<PAGE>


                                                                     Exhibit 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned,  being directors
and/or  officers  of  General  Electric  Capital  Services,   Inc.,  a  Delaware
corporation  (the  "Corporation"),  hereby  constitutes  and appoints  Dennis D.
Dammerman,  James A. Parke,  Joan C. Amble and Nancy E. Barton and each of them,
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him and in his  name,  place  and stead in any and all
capacities, to sign one or more Annual Reports for the Corporation's fiscal year
ended December 31, 2000, on Form 10-K under the Securities Exchange Act of 1934,
as amended,  or such other form as such  attorney-in-fact  may deem necessary or
desirable, any amendments thereto, and all additional amendments thereto in such
form as they or any one of them  may  approve,  and to file  the  same  with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing  requisite  and necessary to be done to the end that such Annual Report or
Annual  Reports  shall  comply  with the  Securities  Exchange  Act of 1934,  as
amended, and the applicable Rules and Regulations of the Securities and Exchange
Commission  adopted or issued pursuant thereto,  as fully and to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or  any of  them  or  their  or his
substitute  or  resubstitute,  may  lawfully  do or cause  to be done by  virtue
hereof.

IN WITNESS WHEREOF,  each of the undersigned has hereunto set his hand this 23rd
day of March, 2001.



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


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












                                                                  (Page 1 of 2)



<PAGE>



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

/s/ Francis S. Blake                         /s/ James A. Parke
-------------------------------------        ----------------------------------
Francis S. Blake,                            James A. Parke,
Director                                     Director

/s/ James R. Bunt                            /s/ Ronald R. Pressman
-------------------------------------        ----------------------------------
James R. Bunt,                               Ronald R. Pressman,
Director                                     Director

/s/ David L. Calhoun                         /s/ Gary M. Reiner
-------------------------------------        ----------------------------------
David L. Calhoun,                            Gary M. Reiner,
Director                                     Director

/s/ Scott C. Donnelly                        /s/ John M. Samuels
-------------------------------------        ----------------------------------
Scott C. Donnelly,                           John M. Samuels,
Director                                     Director

/s/ Michael D. Fraizer                       /s/ Keith S. Sherin
-------------------------------------        ----------------------------------
Michael D. Fraizer,                          Keith S. Sherin,
Director                                     Director

                                             /s/ Edward D. Stewart
-------------------------------------        ----------------------------------
Benjamin W. Heineman, Jr.,                   Edward D. Stewart,
Director                                     Director

/s/ Jeffrey R. Immelt
-------------------------------------        ----------------------------------
Jeffrey R. Immelt,                           John F. Welch, Jr.,
Director                                     Director

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

/s/ Denis J. Nayden
-------------------------------------
Denis J. Nayden,
Director


A MAJORITY OF THE BOARD OF DIRECTORS
                                                                  (Page 2 of 2)









<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        GENERAL ELECTRIC CAPITAL SERVICES, INC.

       March 23, 2001            By:             /s/ Dennis D. Dammerman
                                  ----------------------------------------------
                                                  (Dennis D. Dammerman)
                                                  Chairman of the Board

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

<S>                                      <C>                                              <C>
               Signature                                 Title                                  Date


        /s/ Dennis D. Dammerman          Chairman of the Board                            March 23, 2001
----------------------------------------
         (Dennis D. Dammerman)           (Principal Executive Officer)


          /s/ James A. Parke             Executive Vice President and                     March 23, 2001
----------------------------------------
           (James A. Parke)              Chief Financial Officer
                                         (Principal Financial Officer)

           /s/ Joan C. Amble             Vice President and Controller                    March 23, 2001
----------------------------------------
            (Joan C. Amble)              (Principal Accounting Officer)
</TABLE>


NANCY E. BARTON *                         Director
FRANCIS S. BLAKE *                        Director
JAMES R. BUNT *                           Director
DAVID L. CALHOUN *                        Director
SCOTT C. DONNELLY *                       Director
MICHAEL D. FRAIZER *                      Director
JEFFREY R. IMMELT *                       Director
JOHN H. MYERS *                           Director
DENIS J. NAYDEN *                         Director
MICHAEL A. NEAL *                         Director
JAMES A. PARKE *                          Director
RONALD R. PRESSMAN *                      Director
GARY M. REINER *                          Director
JOHN M. SAMUELS *                         Director
KEITH S. SHERIN *                         Director
Edward D. Stewart *                       Director
William A. Woodburn *                     Director

A MAJORITY OF THE BOARD OF DIRECTORS

*By:         /s/ Joan C. Amble                                  March 23, 2001
         ---------------------------
              (Joan C. Amble)
              Attorney-in-fact