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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
     
 
FORM 10-Q
 

(Mark One)

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

For the quarterly period ended March 31, 2005

OR

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

For the transition period from ____ to ____

Commission file number 0-14804

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


Delaware
 
06-1109503
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
260 Long Ridge Road, Stamford, CT
 
06927
(Address of principal executive offices)
 
(Zip Code)

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

                                                                                              
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]
 
At May 6, 2005, 1,064 shares of voting common stock, which constitutes all of the outstanding common equity, with a par value of $1,000 per share were outstanding.
 
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.
 

(1)


General Electric Capital Services, Inc.
 
Part I - Financial Information
 
Page
     
Item 1. Financial Statements
   
Condensed Statement of Current and Retained Earnings
 
3
Condensed Statement of Financial Position
 
4
Condensed Statement of Cash Flows
 
5
Notes to Condensed, Consolidated Financial Statements (Unaudited)
 
6
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
 
12
Item 4. Controls and Procedures
 
21
     
Part II - Other Information
   
     
Item 1. Legal Proceedings
 
22
Item 6. Exhibits
 
23
Signatures
 
24
     
 
 
Forward-Looking Statements
 
This document contains “forward-looking statements” - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties arise from the behavior of financial markets, including fluctuations in interest rates and commodity prices; from future integration of acquired businesses; from future financial performance of major industries which we serve including, without limitation, the air and rail transportation, energy generation, real estate and healthcare industries; from unanticipated loss development in our insurance businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.
 
2005 Restatement
 
As described in our Annual Report on Form 10-K/A for the year ended December 31, 2004, we have restated our financial statements and other information.
 
For further discussion of the effects of the 2005 restatement see Part 1, Item 1. Financial Statements, note 1 of Notes to Condensed, Consolidated Financial Statements (Unaudited), Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition and Item 4. Controls and Procedures.
 

(2)


Part I. Financial Information
 
Item 1. Financial Statements
 
General Electric Capital Services, Inc. and consolidated affiliates
Condensed Statement of Current and Retained Earnings
(Unaudited)
 
 
Three months ended
 
 
March 31
 
(In millions)
2005
 
2004
(Restated)
 
             
Revenues
           
Revenues from services (note 3)
$
18,307
 
$
16,609
 
Sales of goods
 
674
   
576
 
             
Total revenues
 
18,981
   
17,185
 
             
Costs and expenses
           
Interest
 
3,520
   
2,704
 
Operating and administrative
 
5,268
   
5,296
 
Cost of goods sold
 
635
   
551
 
Insurance losses and policyholder and annuity benefits
 
4,059
   
3,624
 
Provision for losses on financing receivables
 
902
   
955
 
Depreciation and amortization
 
1,645
   
1,440
 
Minority interest in net earnings of consolidated affiliates
 
129
   
46
 
             
Total costs and expenses
 
16,158
   
14,616
 
             
Earnings before income taxes
 
2,823
   
2,569
 
Provision for income taxes
 
(555
)
 
(598
)
             
Net earnings
 
2,268
   
1,971
 
Dividends
 
(224
)
 
(380
)
Retained earnings at beginning of period
 
35,976
   
30,694
 
Retained earnings at end of period
$
38,020
 
$
32,285
 
             

See “Notes to Condensed, Consolidated Financial Statements.”

(3)


General Electric Capital Services, Inc. and consolidated affiliates
Condensed Statement of Financial Position
 
(In millions)
March 31, 2005
 
December 31, 2004
 
(Unaudited)
   
Assets
           
Cash and equivalents
$
11,567
 
$
12,367
 
Investment securities
 
135,344
   
135,152
 
Financing receivables - net (note 4)
 
282,915
   
282,699
 
Insurance receivables - net
 
25,376
   
25,971
 
Other receivables
 
16,592
   
14,134
 
Inventories
 
196
   
189
 
Buildings and equipment, less accumulated amortization of $20,745
           
and $20,630
 
47,525
   
46,578
 
Intangible assets - net (note 5)
 
29,065
   
28,520
 
Other assets
 
70,767
   
72,894
 
Total assets
$
619,347
 
$
618,504
 
             
Liabilities and equity
           
Borrowings (note 6)
$
359,569
 
$
360,799
 
Accounts payable
 
16,741
   
17,104
 
Insurance liabilities, reserves and annuity benefits
 
140,139
   
140,902
 
Other liabilities
 
24,454
   
25,572
 
Deferred income taxes
 
11,245
   
11,153
 
Total liabilities
 
552,148
   
555,530
 
             
Minority interest in equity of consolidated affiliates
 
10,866
   
8,682
 
             
Capital stock
 
11
   
11
 
Accumulated gains (losses) - net
           
Investment securities
 
1,646
   
2,345
 
Currency translation adjustments
 
5,338
   
5,104
 
Cash flow hedges
 
(895
)
 
(1,354
)
Minimum pension liabilities
 
(156
)
 
(150
)
Additional paid-in capital
 
12,369
   
12,360
 
Retained earnings
 
38,020
   
35,976
 
Total shareowner’s equity
 
56,333
   
54,292
 
Total liabilities and equity
$
619,347
 
$
618,504
 
             

The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and minimum pension liabilities constitutes “Accumulated nonowner changes other than earnings,” and was $5,933 million and $5,945 million at March 31, 2005, and December 31, 2004, respectively.

See “Notes to Condensed, Consolidated Financial Statements.”

(4)


General Electric Capital Services, Inc. and consolidated affiliates
Condensed Statement of Cash Flows
(Unaudited)
 
 
Three months ended
 
 
March 31
 
(In millions)
2005
 
2004
(Restated)
(a)
             
Cash flows - operating activities
           
Net earnings
$
2,268
 
$
1,971
 
Adjustments to reconcile net earnings to cash provided from operating activities
           
Depreciation and amortization of buildings and equipment
 
1,645
   
1,440
 
Increase (decrease) in accounts payable
 
(668
)
 
366
 
Increase in insurance liabilities, reserves and annuity benefits
 
304
   
1,155
 
Provision for losses on financing receivables
 
902
   
955
 
All other operating activities
 
2,773
   
320
 
Cash from operating activities
 
7,224
   
6,207
 
             
Cash flows - investing activities
           
Increase in loans to customers
 
(76,307
)
 
(62,583
)
Principal collections from customers - loans
 
74,482
   
63,641
 
Investment in equipment for financing leases
 
(5,221
)
 
(4,192
)
Principal collections from customers - financing leases
 
5,873
   
5,255
 
Net change in credit card receivables
 
1,923
   
1,697
 
Additions to buildings and equipment
 
(2,529
)
 
(2,043
)
Dispositions of buildings and equipment
 
1,814
   
854
 
Payments for principal businesses purchased
 
(4,631
)
 
(12,119
)
Purchases of securities by insurance and annuity businesses
 
(7,388
)