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At May 1, 2003, 3,985,403 shares of common stock with a par value of $4.00 were outstanding.

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 political, economic, business, competitive, market and regulatory factors.

See "Notes to Condensed, Consolidated Financial Statements."

See "Notes to Condensed, Consolidated Financial Statements."

See "Notes to Condensed, Consolidated Financial Statements."

            1.     The accompanying condensed, consolidated quarterly financial statements represent the consolidation of General Electric Capital Corporation and all of our affiliates (GECC)- companies that we directly or indirectly control (consolidated affiliates). All significant transactions among the parent and consolidated affiliates have been eliminated. We reclassified certain prior year amounts to conform to the current period presentation.

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

            3.     In November 2002, the Financial Accounting Standards Board (FASB) issued Interpretation No. (FIN) 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Among other things, the Interpretation requires guarantors to recognize, at fair value, their obligations to stand ready to perform under certain guarantees. FIN 45 became effective for guarantees issued or modified on or after January 1, 2003 and had an inconsequential effect on our financial position as of March 31, 2003 and results of operations for the first quarter of 2003.

            In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities, which we intend to adopt on July 1, 2003. FIN 46's consolidation criteria are based on analysis of risks and rewards, not control, and represent a significant and complex modification of previous accounting principles. FIN 46 represents an accounting change, not a change in the underlying economics of asset sales. Under its provisions, certain assets previously sold to our special purpose entities (SPEs) could be consolidated on our books, and, if consolidated, certain assets and liabilities now on our books related to those SPEs would be removed. In the event we consolidated these assets, we would not reacquire their legal ownership, nor would our legal rights and obligations change. We are also in the process of reviewing the application of FIN 46 to all of our investments in operating entities that are not presently consolidated, including but not limited to joint ventures and associated companies. The very complexity of the new consolidation rules and their evolving clarification make forecasting that July 1 effect impracticable. It is also clear that many alternative structures for sales of financial assets would continue to be reported as sales under FIN 46 with the assets qualifying for sale not consolidated. We are evaluating whether characteristics of those structures can cost-beneficially be applied to our arrangements before the July 1 effective date.

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

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

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

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

            Amortization expense related to intangible assets for the first quarters ended March 31, 2003 and 2002, was $282 million and $258 million, respectively. The estimated percentage of the December 31, 2002, net PVFP balance to be amortized over each of the next five years follows.

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

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

Earnings before accounting changes (discussed in note 4 to the condensed, consolidated financial statements) for the first quarter of 2003 were $1,618 million, a $13 million (1%) increase over the first quarter of 2002. The earnings increase reflected acquisitions and lower credit losses at Commercial Finance, as well as, growth in lower taxed earnings from international operations, origination growth and productivity benefits at Consumer Finance. These increases were partially offset by lower securitization activity at Consumer Finance. Contributions from acquired companies to net earnings in the first quarter of 2003 and 2002 were approximately $78 million and $133 million, respectively. We integrate acquisitions as quickly as possible and only earnings during the first 12 months following the quarter in which we complete the acquisition are considered to be related to acquired businesses.

Total revenues increased $619 million (5%) to $12,024 million for the first quarter of 2003, compared with $11,405 million for the first quarter of 2002. This increase primarily resulted from acquisitions and origination growth at Commercial Finance, Consumer Finance and Insurance, partially offset by lower volume at IT Solutions and decreased utilization and price at Equipment Management.

Interest expense on borrowings for the first quarter of 2003 was $2,368 million, 9% higher than for the first quarter of 2002. The increase reflected the effects of higher average borrowings used to finance asset growth, partially offset by the effects of lower interest rates. The average composite interest rate on our borrowings for the first quarter of 2003 was 3.76% compared with 4.02% in the first quarter of 2002.

Operating and administrative expenses were $3,409 million for the first quarter of 2003, an 11% increase over the first quarter of 2002. The increase primarily reflected expenses associated with recent acquisitions partially offset by productivity benefits.

Cost of goods sold is associated with activities of our computer equipment distribution business. This cost amounted to $437 million for the first quarter of 2003, compared with $742 million for the first quarter of 2002. The decrease primarily reflected volume declines at Commercial Finance and IT Solutions.

Insurance losses and policyholder and annuity benefits increased $215 million to $2,165 million for the first quarter of 2003, compared with the first quarter of 2002. The increase is primarily the result of premium volume at GE Financial Assurance.

Provision for losses on financing receivables was $744 million for the first quarter of 2003 compared with $630 million for the first quarter of 2002. These provisions relate to Consumer Finance financing receivables (installment loans, auto loans and leases, and residential mortgages), Commercial Finance financing receivables (loans and leases to the equipment, commercial and industrial, real estate and commercial aircraft industries) and Other, principally Equipment Management financing receivables, all of which are discussed on page 13. The increase in the provision primarily reflected higher average receivable balances and higher credit losses in the Consumer Finance businesses, partially offset by lower specific reserve requirements in Commercial Finance.

Depreciation and amortization of equipment on operating leases (including buildings and equipment) increased to $954 million for the first quarter of 2003, compared with $822 million for the first quarter of 2002. The increase was principally the result of higher levels of equipment on operating leases, primarily reflecting origination growth, acquisitions, and asset impairments at Commercial Finance.

Provision for income taxes was $298 million for the first quarter of 2003 (an effective tax rate of 15.6%), compared with $391 million for the first quarter of 2002 (an effective tax rate of 19.6%). The lower effective tax rate primarily reflected increased lower taxed earnings from international operations.

            Revenues and earnings before accounting changes, by operating segment, of General Electric Capital Services, Inc. (GECS), the sole owner of the common stock of GECC, are summarized and discussed below with a reconciliation to the GECC-only results, for the first quarters ended March 31, 2003 and 2002. The most significant component of these reconciliations is the exclusion from the Insurance segment at the GECC level of the results of GE Global Insurance Holding (principally Employers Reinsurance Corporation - ERC), which is not a subsidiary of GECC but is a direct subsidiary of GECS.

            Amounts have been reclassified as a consequence of the change in segment leverage ratios, the revision of our historical techniques for allocating shared costs and unusual items and the alignment of certain businesses previously reported in the All Other GECS segment to the Commercial Finance segment. Additionally, the Commercial Finance (CF) business within our Commercial Finance segment has been renamed Corporate Financial Services.

• Consolidated