gecc10q6302007.htm



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


(Mark One)
       
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2007
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 1-6461
 
_____________________________
_____________________________
 
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
13-1500700
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
3135 Easton Turnpike, Fairfield, Connecticut
 
06828-0001
(Address of principal executive offices)
 
(Zip Code)

(Registrant’s telephone number, including area code) (203) 373-2211

                                                                                              
(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 þ No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨ 
 
Accelerated filer ¨
 
Non-accelerated filer þ
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ¨ No þ
 
At July 26, 2007, 3,985,403 shares of voting common stock, which constitute all of the outstanding common equity, with a par value of $14 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 Corporation
 
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 Financial Condition and Results of Operations
 
11
Item 4. Controls and Procedures
 
20
     
Part II – Other Information
   
     
Item 1. Legal Proceedings
 
20
Item 6. Exhibits
 
21
Signatures
 
22

 
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 “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could adversely or positively affect our future results include: the behavior of financial markets, including fluctuations in interest and exchange rates and commodity and equity prices; the commercial and consumer credit environment; the impact of regulation and regulatory, investigative and legal actions; strategic actions, including acquisitions and dispositions; future integration of acquired businesses; future financial performance of major industries which we serve, including, without limitation, the air and rail transportation, energy generation, media, real estate and healthcare industries; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive 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.
 

 

(2)


Part I. Financial Information
 
Item 1. Financial Statements
 
General Electric Capital Corporation and consolidated affiliates
Condensed Statement of Current and Retained Earnings
(Unaudited)
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Revenues
                       
Revenues from services (note 3)
$
15,914
 
$
13,767
 
$
31,508
 
$
27,195
 
Sales of goods
 
28
   
712
   
60
   
1,267
 
Total revenues
 
15,942
   
14,479
   
31,568
   
28,462
 
                         
Costs and expenses
                       
Interest
 
5,458
   
4,167
   
10,716
   
8,176
 
Operating and administrative
 
4,753
   
4,255
   
9,160
   
8,421
 
Cost of goods sold
 
23
   
659
   
48
   
1,172
 
Investment contracts, insurance losses and insurance
                       
annuity benefits
 
173
   
163
   
339
   
311
 
Provision for losses on financing receivables
 
1,303
   
891
   
2,545
   
1,716
 
Depreciation and amortization
 
1,931
   
1,565
   
3,851
   
3,051
 
Minority interest in net earnings of consolidated
                       
affiliates
 
46
   
51
   
150
   
145
 
Total costs and expenses
 
13,687
   
11,751
   
26,809
   
22,992
 
                         
Earnings from continuing operations before
                       
income taxes
 
2,255
   
2,728
   
4,759
   
5,470
 
Provision for income taxes
 
(47
)
 
(231
)
 
(70
)
 
(629
)
                         
Earnings from continuing operations
 
2,208
   
2,497
   
4,689
   
4,841
 
Earnings (loss) from discontinued operations, net of
                       
taxes (note 2)
 
   
(103
)
 
(2
)
 
25
 
                         
Net earnings
 
2,208
   
2,394
   
4,687
   
4,866
 
Dividends
 
(932
)
 
(1,259
)
 
(3,906
)
 
(6,008
)
Retained earnings at beginning of period
 
37,056
   
33,229
   
37,551
   
35,506
 
Retained earnings at end of period
$
38,332
 
$
34,364
 
$
38,332
 
$
34,364
 
                         

The notes to condensed, consolidated financial statements are an integral part of this statement.

(3)


General Electric Capital Corporation and consolidated affiliates
Condensed Statement of Financial Position
 
(In millions)
June 30, 2007
 
December 31, 2006
 
(Unaudited)
   
Assets
           
Cash and equivalents
$
12,989
 
$
9,849
 
Investment securities
 
21,953
   
21,345
 
Inventories
 
55
   
54
 
Financing receivables – net (note 5)
 
345,185
   
329,586
 
Other receivables
 
40,529
   
36,059
 
Property, plant and equipment, less accumulated amortization of $23,359
           
and $22,528
 
62,909
   
58,162
 
Intangible assets – net (note 6)
 
27,476
   
25,243
 
Other assets
 
71,502
   
63,367
 
Total assets
$
582,598
 
$
543,665
 
             
Liabilities and equity
           
Short-term borrowings (note 7)
$
182,419
 
$
168,896
 
Accounts payable
 
17,259
   
15,556
 
Long-term borrowings (note 7)
 
278,962
   
256,817
 
Investment contracts, insurance liabilities and insurance annuity benefits
 
12,354
   
12,418
 
Other liabilities
 
22,261
   
20,486
 
Deferred income taxes
 
9,008
   
10,727
 
Liabilities of discontinued operations (note 2)
 
155
   
172
 
Total liabilities
 
522,418
   
485,072
 
             
Minority interest in equity of consolidated affiliates
 
1,109
   
2,008
 
             
Capital stock
 
56
   
56
 
Accumulated gains (losses) – net
           
Investment securities
 
466
   
481
 
Currency translation adjustments
 
5,832
   
4,809
 
Cash flow hedges
 
565
   
(199
)
Benefit plans
 
(264
)
 
(278
)
Additional paid-in capital
 
14,084
   
14,088
 
Retained earnings
 
38,332
   
37,628
 
Total shareowner’s equity
 
59,071
   
56,585
 
Total liabilities and equity
$
582,598
 
$
543,665
 
             

The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and benefit plans constitutes “Accumulated nonowner changes other than earnings,” and was $6,599 million and $4,813 million at June 30, 2007, and December 31, 2006, respectively.
 
The notes to condensed, consolidated financial statements are an integral part of this statement.


(4)


General Electric Capital Corporation and consolidated affiliates
Condensed Statement of Cash Flows
(Unaudited)
(In millions)
Six months ended
June 30
 
 
2007
 
2006
 
Cash flows – operating activities
           
Net earnings
$
4,687
 
$
4,866
 
Loss (earnings) from discontinued operations
 
2
   
(25
)
Adjustments to reconcile net earnings to cash provided from operating activities
           
Depreciation and amortization of property, plant and equipment
 
3,851
   
3,051
 
Increase in accounts payable
 
2,725
   
681
 
Provision for losses on financing receivables
 
2,545
   
1,716
 
All other operating activities
 
678
   
(887
)
Cash from operating activities – continuing operations
 
14,488
   
9,402
 
Cash used for operating activities – discontinued operations
 
(14
)
 
(275
)
Cash from operating activities
 
14,474
   
9,127
 
             
Cash flows – investing activities
           
Additions to property, plant and equipment
 
(7,378
)
 
(5,693
)
Dispositions of property, plant and equipment
 
4,690
   
2,307
 
Increase in loans to customers
 
(164,998
)
 
(151,600
)
Principal collections from customers – loans
 
148,689
   
140,322
 
Investment in equipment for financing leases
 
(11,942
)
 
(12,956
)
Principal collections from customers – financing leases
 
11,126
   
8,902
 
Net change in credit card receivables
 
5,510
   
1,423
 
Proceeds from sales of discontinued operations
 
   
2,753
 
Payments for principal businesses purchased
 
(5,829
)
 
(3,509
)
Proceeds from principal business dispositions
 
1,102
   
 
All other investing activities
 
(10,474
)
 
(8,287
)
Cash used for investing activities – continuing operations
 
(29,504
)
 
(26,338
)
Cash from investing activities – discontinued operations
 
14
   
278
 
Cash used for investing activities
 
(29,490
)
 
(26,060
)
             
Cash flows – financing activities
           
Net decrease in borrowings (maturities of 90 days or less)
 
(1,242
)
 
(2,862
)
Newly issued debt
           
Short-term (91 to 365 days)
 
775
   
422
 
Long-term (longer than one year)
 
46,996
   
45,173
 
Non-recourse, leveraged lease
 
24
   
80
 
Repayments and other debt reductions
           
Short-term (91 to 365 days)
 
(20,258
)
 
(19,211
)
Long-term (longer than one year)
 
(3,628
)
 
(1,821
)
Non-recourse, leveraged lease
 
(609
)
 
(522
)
Dividends paid to shareowner
 
(3,734
)
 
(5,647
)
All other financing activities
 
(168
)
 
2,041
 
Cash from financing activities – continuing operations
 
18,156
   
17,653
 
Cash used for financing activities – discontinued operations
 
   
(36
)
Cash from financing activities
 
18,156
   
17,617
 
             
Increase in cash and equivalents
 
3,140
   
684
 
Cash and equivalents at beginning of year
 
9,849
   
6,182
 
Cash and equivalents at June 30
 
12,989
   
6,866
 
Less cash and equivalents of discontinued operations at June 30
 
   
153
 
Cash and equivalents of continuing operations at June 30
$
12,989
 
$
6,713
 
             

The notes to condensed, consolidated financial statements are an integral part of this statement.
 

 

(5)


Notes to Condensed, Consolidated Financial Statements (Unaudited)
 
1. Our financial statements are prepared in conformity with the U.S. generally accepted accounting principles (GAAP). Preparing financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. These statements include all adjustments (consisting of normal recurring accruals) that we considered necessary to present a fair statement of our results of operations, financial position and cash flows. The results reported in these condensed, consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. See note 1 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2006. That note discusses consolidation and financial statement presentation. We have reclassified certain prior-period amounts to conform to the current-period’s presentation.
 
All of the outstanding common stock of General Electric Capital Corporation (GE Capital or GECC) is owned by General Electric Capital Services, Inc. (GECS), all of whose common stock is owned, directly or indirectly, by General Electric Company (GE Company or GE). Our financial statements consolidate all of our affiliates – companies that we control and in which we hold a majority voting interest. Details of total revenues and segment profit by operating segment can be found on page 14 of this report.
 
Unless otherwise indicated, information in these notes to condensed, consolidated financial statements relates to continuing operations.
 
We label our quarterly information using a calendar convention, that is, first quarter is 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 interim quarterly closing dates using a fiscal calendar, which requires our businesses to close their books on either a Saturday or Sunday, depending on the business. 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 website, www.ge.com/secreports.
 
2. In 2006, we substantially completed our planned exit of our insurance businesses through the sale of GE Life, our U.K.-based life insurance operation, to Swiss Reinsurance Company (Swiss Re). Also during 2006, we completed the sale of our remaining 18% investment in Genworth Financial, Inc. (Genworth), our formerly wholly-owned subsidiary that conducted most of our consumer insurance business, including life and mortgage insurance operations, through a secondary public offering. Results of these businesses are reported as discontinued operations for all periods presented.
 
Revenues from discontinued insurance operations for the second quarter and first six months of 2006 were $63 million and $866 million, respectively. Earnings from such discontinued operations for the second quarter and first six months of 2006 were $7 million ($4 million pre tax) and $10 million ($11 million pre tax), respectively. Loss on disposal for the second quarter of 2006 was $110 million ($110 million pre tax) compared with a gain on disposal for the first six months of 2006 of $15 million ($196 million pre tax). Revenues and earnings from discontinued insurance operations for the second quarter and first six months of 2007 were insignificant. Accrued liabilities associated with discontinued insurance operations, primarily tax related, amounted to $155 million as of June 30, 2007.
 

(6)


           3. Revenues from services are summarized in the following table.
 
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Interest on loans
$
6,107
 
$
5,536
 
$
12,066
 
$
10,809
 
Equipment leased to others
 
3,674
   
3,120
   
7,413
   
6,005
 
Financing leases
 
1,200
   
1,010
   
2,311
   
1,997
 
Fees
 
1,246
   
996
   
2,343
   
1,964
 
Real estate investments
 
962
   
672
   
2,047
   
1,336
 
Investment income
 
275
   
201
   
757
   
492
 
Associated companies
 
579
   
482
   
1,008
   
931
 
Gross securitization gains
 
547
   
266
   
1,118
   
534
 
Other items
 
1,324
   
1,484
   
2,445
   
3,127
 
Total
$
15,914
 
$
13,767
 
$
31,508
 
$
27,195
 

 
4. On January 1, 2007, as disclosed in our March 31, 2007, Quarterly Report on Form 10-Q, we made required changes in certain aspects of our accounting for income taxes. The January 1, 2007, transition reduced our retained earnings by $77 million all of which was related to a decrease in financing receivables – net.
 
The balance of “unrecognized tax benefits,” the amount of related interest and penalties we have provided and what we believe to be the range of reasonably possible changes in the next 12 months, were:
 
 
At
 
(In millions)
6/30/07
 
1/1/07
 
             
Unrecognized tax benefits
$
3,067
 
$
2,835
 
Portion that, if recognized, would reduce tax expense and effective tax rate(a)
 
1,824
   
1,740
 
Accrued interest on unrecognized tax benefits
 
555
   
620
 
Accrued penalties on unrecognized tax benefits
 
66
   
96
 
Reasonably possible reduction to the balance of unrecognized tax benefits in
           
succeeding 12 months
 
0-500
   
0-500
 
Portion that, if recognized, would reduce tax expense and effective tax rate(a)
 
0-200
   
0-200
 
             

(a)
Some portion of such reduction might be reported as discontinued operations.
 

 
We classify interest on tax deficiencies as interest expense; we classify income tax penalties as provision for income taxes. The change in unrecognized tax benefits in 2007 resulted primarily from completion of the 2000-2002 IRS audit and other audit activity in the second quarter and is reflected in increases to unrecognized tax benefits for prior periods of $526 million, decreases to unrecognized tax benefits for prior periods of $52 million, and decreases from settlements with tax authorities agreeing to tax of $278 million.
 
During the second quarter of 2007, the IRS completed its audit of the GE 2000-2002 tax years and is currently auditing the GE consolidated income tax returns for 2003-2005, a substantial portion of which include our activities. In addition, certain other U.S. tax deficiency issues and refund claims for previous years remain unresolved. It is reasonably possible that the 2003-2005 U.S. audit cycle will be completed during the next 12 months. We believe that there are no other jurisdictions in which the outcome of unresolved issues or claims is
 

(7)


likely to be material to our results of operations, financial position or cash flows. We further believe that we have made adequate provision for this and all other income tax uncertainties.
 
5. Financing receivables – net, consisted of the following.
 
 
At
 
(In millions)
6/30/07
 
12/31/06
 
             
Loans, net of deferred income
$
277,444
 
$
266,290
 
Investment in financing leases, net of deferred income
 
72,240
   
67,891
 
   
349,684
   
334,181
 
Less allowance for losses
 
(4,499
)
 
(4,595
)
Financing receivables – net(a)
$
345,185
 
$
329,586
 
             

(a)
Included $11,291 million and $11,509 million related to consolidated, liquidating securitization entities at June 30, 2007, and December 31, 2006, respectively.
 

 
6. Intangible assets – net, consisted of the following.
 
 
At
 
(In millions)
6/30/07
 
12/31/06
 
             
Goodwill
$
24,505
 
$
22,578
 
Intangible assets subject to amortization
 
2,971
   
2,665
 
Total
$
27,476
 
$
25,243
 

 
Changes in goodwill balances follow.
 
 
2007
 
(In millions)
GE
Commercial
Finance
 
GE
Money
 
GE
Industrial(a)
 
GE
Infrastructure(a)
 
Total
 
                                               
Balance January 1
 
$
11,139
     
$
9,845
     
$
1,430
     
$
164
   
$
22,578
 
Acquisitions/purchase accounting
                                             
adjustments
   
1,681
       
(30
)
     
12
       
200
     
1,863
 
Dispositions, currency exchange
                                             
and other
   
66
       
62
       
(64
)
     
     
64
 
Balance June 30
 
$
12,886
     
$
9,877
     
$
1,378
     
$
364
   
$
24,505
 
                                               

(a)
Included only portions of the segment that are financial services businesses.
 

 
Goodwill balances increased $1,950 million in 2007 as a result of new acquisitions. The largest goodwill balance increases arose from acquisitions of Trustreet Properties, Inc. ($841 million at GE Commercial Finance), Diskont und Kredit AG and Disko Leasing GmbH (DISKO) and ASL Auto Service-Leasing GmbH (ASL), the leasing businesses of KG Allgemeine Leasing GmbH & Co. ($498 million at GE Commercial Finance), and Sanyo Electric Credit Co., Ltd. ($333 million at GE Commercial Finance). During 2007, we reduced goodwill associated with acquisitions completed before January 1, 2007, by $87 million. The largest such adjustment was a decrease of $54 million associated with the 2006 acquisition of Banque Artesia Nederland N.V. by GE Commercial Finance.
 

(8)


Intangible assets subject to amortization
 
 
At
 
6/30/07
 
12/31/06
(In millions)
Gross
carrying
amount
 
Accumulated
amortization
 
Net
 
Gross
carrying
amount
 
Accumulated
amortization
 
Net
                                   
Patents, licenses and trademarks
$
620
 
$
(345
)
$
275
 
$
466
 
$
(302
)
$
164
Capitalized software
 
1,773
   
(1,046
)
 
727
   
1,659
   
(965
)
 
694
All other
 
3,068
   
(1,099
)
 
1,969
   
2,744
   
(937
)
 
1,807
Total
$
5,461
 
$
(2,490
)
$
2,971
 
$
4,869
 
$
(2,204
)
$
2,665

 
Amortization expense related to intangible assets subject to amortization amounted to $228 million and $139 million for the quarters ended June 30, 2007 and 2006, respectively. Amortization expense related to intangible assets subject to amortization for the six months ended June 30, 2007 and 2006, amounted to $384 million and $250 million, respectively.
 
7. Borrowings are summarized in the following table.
 
 
At
 
(In millions)
6/30/07
 
12/31/06
 
             
Short-term borrowings
           
             
Commercial paper
           
U.S.
           
Unsecured
$
58,135
 
$
60,141
 
Asset-backed(a)
 
5,480
   
6,430
 
Non-U.S.
 
28,522
   
26,329
 
Current portion of long-term debt
 
57,895
   
44,518
 
GE Interest Plus notes(b)
 
9,843
   
9,161
 
Other
 
22,544
   
22,317
 
Total
 
182,419
   
168,896
 
             
Long-term borrowings
           
             
Senior notes
           
Unsecured
 
261,761
   
240,105
 
Asset-backed(c)
 
6,241
   
5,810
 
Extendible notes
 
6,000
   
6,000
 
Subordinated notes(d)
 
4,960
   
4,902
 
Total
 
278,962
   
256,817
 
Total borrowings
$
461,381
 
$
425,713
 
             

(a)
 
Entirely obligations of consolidated, liquidating securitization entities. See note 9.
 
(b)
 
Entirely variable denomination floating rate demand notes.
 
(c)
 
Included $5,009 million and $4,684 million of asset-backed senior notes, issued by consolidated, liquidating securitization entities at June 30, 2007, and December 31, 2006, respectively. See note 9.
 
(d)
Included $450 million of subordinated notes guaranteed by GE at June 30, 2007, and December 31, 2006.

 

(9)


8. In the Consolidated Statement of Changes in Shareowner’s Equity and in the related note in our 2006 Annual Report on Form 10-K, we disclosed and included the $119 million cumulative effect of adopting Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, in the caption “Total changes other than transactions with shareowner.” That caption includes changes in equity that are part of other comprehensive income for the period. We based that presentation on our interpretation of the principles in SFAS 130, Reporting Comprehensive Income, which requires accounting changes to be included in comprehensive income for the period. Subsequently, we became aware that transition provisions of SFAS 158 required that this cumulative effect be presented as a direct adjustment to the “ending balance of Accumulated Other Comprehensive Income” rather than as part of comprehensive income for the period. Consequently, the amount reported under the caption "Total changes other than transactions with shareowner" for 2006 should have been $12,745 million, rather than the $12,626 million we reported. The difference, $119 million, should have been reported as a direct reduction of accumulated other comprehensive income within equity. In our 2007 Annual Report on Form 10-K, we will modify our presentation. This modification only affects the display of the cumulative effect of the accounting change within equity and does not otherwise affect our financial statements.
 
A summary of increases (decreases) in shareowner’s equity that did not result directly from transactions with the shareowner, net of income taxes, follows.
 
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Net earnings
$
2,208
 
$
2,394
 
$
4,687
 
$
4,866
 
Investment securities – net
 
(74
)
 
(302
)
 
(15
)
 
(465
)
Currency translation adjustments – net
 
1,287
   
1,384
   
1,023
   
1,085
 
Cash flow hedges – net
 
695
   
166
   
764
   
380
 
Benefit plans – net
 
(1
)
 
(35
)
 
14
   
(45
)
Total
$
4,115
 
$
3,607
 
$
6,473
 
$
5,821
 

 
9. The following table represents assets in securitization entities, both consolidated and off-balance sheet.
 
 
At
 
(In millions)
6/30/07
 
12/31/06
 
             
Receivables secured by
           
Equipment
$
9,280
 
$
9,590
 
Commercial real estate
 
10,104
   
9,765
 
Residential real estate
 
6,705
   
7,329
 
Other assets
 
14,857
   
14,743
 
Credit card receivables
 
20,059
   
12,947
 
Trade receivables
 
392
   
176
 
Total securitized assets
$
61,397
 
$
54,550
 

 

(10)



 
At
 
(In millions)
6/30/07
 
12/31/06
 
             
Off-balance sheet(a)(b)
$
49,961
 
$
42,903
 
On-balance sheet(c)(d)
 
11,436
   
11,647
 
Total securitized assets
$
61,397
 
$
54,550
 
             

(a)
 
At June 30, 2007, and December 31, 2006, liquidity support amounted to $199 million and $276 million, respectively. These amounts are net of $1,676 million and $1,936 million, respectively, deferred beyond one year. Credit support amounted to $1,906 million and $2,240 million at June 30, 2007, and December 31, 2006, respectively.
 
(b)
 
Liabilities for recourse obligations related to off-balance sheet assets were $7 million and $27 million at June 30, 2007, and December 31, 2006, respectively.
 
(c)
 
At June 30, 2007, and December 31, 2006, liquidity support amounted to $5,613 million and $6,585 million, respectively. Credit support amounted to $2,861 million and $2,926 million at June 30, 2007, and December 31, 2006, respectively.
 
(d)
Included $11,291 million and $11,509 million of financing receivables – net related to consolidated, liquidating securitization entities at June 30, 2007, and December 31, 2006, respectively.

 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
A. Results of Operations
 
In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission (SEC) rules. For such measures, we have provided supplemental explanations and reconciliations in Exhibit 99 to this report on Form 10-Q.
 
Unless otherwise indicated, we refer to captions such as revenues and earnings from continuing operations simply as “revenues” and “earnings” throughout this Management’s Discussion and Analysis. Similarly, discussion of other matters in our condensed, consolidated financial statements relates to continuing operations unless otherwise indicated.
 
Overview
 
Revenues for the second quarter of 2007 were $15.9 billion, a $1.5 billion (10%) increase over the second quarter of 2006. Revenues for the second quarter of 2007 included $0.7 billion of revenue from acquisitions and were reduced by $1.0 billion as a result of dispositions. Revenues also increased $1.6 billion compared with the second quarter of 2006 as a result of organic revenue growth and the weaker U.S. dollar, partially offset by the 2006 commercial paper interest rate swap adjustment ($0.1 billion). Organic revenue growth excludes the effects of acquisitions, business dispositions (other than dispositions of businesses acquired for investment) and currency exchange rates. Earnings were $2.2 billion, down 12% from $2.5 billion in the second quarter of 2006.
 
Revenues for the first six months of 2007 were $31.6 billion, a $3.1 billion (11%) increase over the first six months of 2006. Revenues for the first six months of 2007 and 2006 included $1.4 billion and $0.1 billion, respectively, of revenue from acquisitions and in 2007 were reduced by $1.4 billion as a result of dispositions. Revenues also increased $3.2 billion compared with the first six months of 2006. This increase resulted from organic revenue growth, the weaker U.S. dollar and the second quarter 2006 consolidation of GE SeaCo, an entity
 

(11)


previously accounted for using the equity method, partially offset by the 2006 commercial paper interest rate swap adjustment ($0.3 billion). Earnings were $4.7 billion, down 3% from $4.8 billion in the first six months of 2006.
 
Overall, acquisitions contributed $0.7 billion to total revenues and an insignificant amount to earnings in the second quarter of 2007, compared with $0.4 billion and $0.1 billion, respectively, in the second quarter of 2006. We integrate acquisitions as quickly as possible. Only revenues and earnings from the date we complete the acquisition through the end of the fourth following quarter are attributed to such businesses. Dispositions also affected our operations through lower revenues of $1.0 billion and an insignificant amount in the second quarters of 2007 and 2006, respectively. The effects of dispositions on earnings was a decrease of $0.1 billion in the second quarter of 2007, compared with an increase of $0.1 billion in the second quarter of 2006.
 
Acquisitions contributed $1.4 billion to total revenues and an insignificant amount to earnings in the first six months of 2007, compared with $0.8 billion and $0.2 billion, respectively, in the first six months of 2006. Dispositions also affected our operations through lower revenues of $1.4 billion and $0.3 billion in the first six months of 2007 and 2006, respectively. The effects of dispositions on earnings was a decrease of $0.1 billion in the first six months of 2007, compared with an increase of $0.1 billion in the first six months of 2006.
 
The most significant acquisitions affecting results in 2007 were the custom fleet business of National Australia Bank Ltd.; Diskont und Kredit AG and Disko Leasing GmbH (DISKO) and ASL Auto Service-Leasing GmbH (ASL), the leasing businesses of KG Allgemeine Leasing GmbH & Co.; Arden Realty, Inc.; and Banque Artesia Nederland N.V. at GE Commercial Finance.
 
The provision for income taxes was insignificant for the second quarter of 2007 (effective tax rate of 2.1%), compared with $0.2 billion for the second quarter of 2006 (effective tax rate of 8.5%). The tax rate decreased primarily as a result of tax benefits associated with our planned disposition of WMC at GE Money and growth in lower-taxed earnings from global operations.
 
The provision for income taxes was $0.1 billion for the first six months of 2007 (effective tax rate of 1.5%), compared with $0.6 billion for the first six months of 2006 (effective tax rate of 11.5%). The tax rate decreased primarily as a result of tax benefits related to the disposition of the SES Global investment at GE Commercial Finance, tax benefits associated with our planned disposition of WMC at GE Money and growth in lower-taxed earnings from global operations.
 
Segment Operations
 
Operating segments comprise our four businesses focused on the broad markets they serve: GE Commercial Finance, GE Money, GE Industrial and GE Infrastructure. For segment reporting purposes, certain financial services businesses are included in the industrial operating segments that actively manage such businesses and report their results for internal performance measurement purposes. These include Aviation Financial Services, Energy Financial Services and Transportation Finance reported in the GE Infrastructure segment, and Equipment Services reported in the GE Industrial segment.
 
GECC corporate items and eliminations include the effects of eliminating transactions between operating segments; results of our insurance activities remaining in continuing operations; results of liquidating businesses such as consolidated, liquidating securitization entities; underabsorbed corporate overhead; certain non-allocated amounts determined by the Chief Executive Officer; and a variety of sundry items. GECC corporate items and
 

(12)


eliminations is not an operating segment. Rather, it is added to operating segment totals to reconcile to consolidated totals on the financial statements.
 
The Chief Executive Officer allocates resources to, and assesses the performance of operations at the consolidated GE-level. GECC operations are a portion of those segments. We present below in their entirety the four GE segments that include financial services operations. We also provide a one-line reconciliation to GECC-only results, the most significant component of which is the elimination of GE businesses that are not financial services businesses. In addition to providing information on GE segments in their entirety, we have also provided supplemental information for certain businesses within the GE segments. Our Chief Executive Officer does not separately assess the performance of, or allocate resources among, these product lines.
 
Segment profit is determined based on internal performance measures used by the Chief Executive Officer to assess the performance of each business in a given period. In connection with that assessment, the Chief Executive Officer may exclude matters such as charges for restructuring; rationalization and other similar expenses; in-process research and development and certain other acquisition-related charges and balances; technology and product development costs; certain gains and losses from dispositions; and litigation settlements or other charges, responsibility for which preceded the current management team.
 
Segment profit always excludes the effects of principal pension plans, results reported as discontinued operations and accounting changes. Segment profit excludes or includes interest and other financial charges and income taxes according to how a particular segment’s management is measured – excluded in determining segment profit, which we also refer to as “operating profit,” for GE Healthcare, GE NBC Universal and the industrial businesses of the GE Industrial and GE Infrastructure segments; included in determining segment profit, which we also refer to as “net earnings,” for GE Commercial Finance, GE Money, and the financial services businesses of the GE Industrial segment (Equipment Services) and the GE Infrastructure segment (Aviation Financial Services, Energy Financial Services and Transportation Finance).
 
We have reclassified certain prior-period amounts to conform to the current-period’s presentation.
 

(13)


Summary of Operating Segments
 
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
                         
Revenues
                       
GE Commercial Finance
$
6,383
 
$
5,527
 
$
12,666
 
$
11,011
 
GE Money
 
6,145
   
5,268
   
11,952
   
10,358
 
GE Industrial
 
6,220
   
6,473
   
12,048
   
12,384
 
GE Infrastructure
 
13,913
   
11,332
   
25,896
   
21,484
 
Total segment revenues
 
32,661
   
28,600
   
62,562
   
55,237
 
GECC corporate items and eliminations
 
339
   
690
   
790
   
1,344
 
Total revenues
 
33,000
   
29,290
   
63,352
   
56,581
 
Less portion of GE revenues not included in GECC
 
(17,058
)
 
(14,811
)
 
(31,784
)
 
(28,119
)
Total revenues in GECC
$
15,942
 
$
14,479
 
$
31,568
 
$
28,462
 
                         
Segment profit
                       
GE Commercial Finance
$
1,250
 
$
1,057
 
$
2,671
 
$
2,231
 
GE Money
 
952
   
880
   
1,803
   
1,716
 
GE Industrial
 
482
   
478
   
841
   
813
 
GE Infrastructure
 
2,589
   
2,107
   
4,772
   
3,810
 
Total segment profit
 
5,273
   
4,522
   
10,087
   
8,570
 
GECC corporate items and eliminations(a)
 
(359
)
 
132
   
(464
)
 
204
 
Less portion of GE segment profit not
                       
included in GECC
 
(2,706
)
 
(2,157
)
 
(4,934
)
 
(3,933
)
Earnings in GECC from continuing operations
 
2,208
   
2,497
   
4,689
   
4,841
 
Earnings (loss) in GECC from discontinued
                       
operations, net of taxes
 
   
(103
)
 
(2
)
 
25
 
Total net earnings in GECC
$
2,208
 
$
2,394
 
$
4,687
 
$
4,866
 
                         

(a)
Included restructuring charges for the second quarter and first six months of 2007 of $0.2 billion and $0.3 billion, respectively, related to the portions of the segment that are financial services businesses. Such charges primarily related to business exits at GE Commercial Finance; branch closures at GE Money; and a business exit at GE Industrial.
 

 

(14)


GE Commercial Finance
 
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Revenues
$
6,383
 
$
5,527
 
$
12,666
 
$
11,011
 
Less portion of GE Commercial Finance not
                       
included in GECC
 
(244
)
 
(181
)
 
(545
)
 
(360
)
Total revenue in GECC
$
6,139
 
$
5,346
 
$
12,121
 
$
10,651
 
                         
Segment profit
$
1,250
 
$
1,057
 
$
2,671
 
$
2,231
 
Less portion of GE Commercial Finance not
                       
included in GECC
 
(119
)
 
(96
)
 
(306
)
 
(177
)
Total segment profit in GECC
$
1,131
 
$
961
 
$
2,365
 
$
2,054
 

 
At
       
(In millions)
6/30/07
 
6/30/06
 
12/31/06
       
                         
Total assets
$
259,383
 
$
206,510
 
$
233,536
       
Less portion of GE Commercial Finance not
                       
included in GECC
 
10,211
   
1,683
   
3,689
       
Total assets in GECC
$
269,594
 
$
208,193
 
$
237,225
       

 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Revenues in GE
                       
Capital Solutions
$
3,069
 
$
3,047
 
$
5,962
 
$
5,867
 
Real Estate
 
1,557
   
1,047
   
3,172
   
2,122
 
                         
Segment profit in GE
                       
Capital Solutions
$
454
 
$
433
 
$
834
 
$
772
 
Real Estate
 
476
   
334
   
1,040
   
775
 

 
At
       
(In millions)
6/30/07
 
6/30/06
 
12/31/06
       
                         
Assets in GE
                       
Capital Solutions
$
109,937
 
$
90,710
 
$
94,523
       
Real Estate
 
62,057
   
44,144
   
53,786
       

 
GE Commercial Finance revenues and net earnings increased 15% and 18%, respectively, compared with the second quarter of 2006. Revenues for the second quarter of 2007 included $0.6 billion from acquisitions and were reduced by $0.7 billion as a result of dispositions. Revenues for the quarter also increased $1.0 billion compared with the second quarter of 2006 as a result of organic revenue growth ($0.8 billion) and the weaker U.S. dollar ($0.2 billion). Net earnings increased by $0.2 billion in the second quarter of 2007, with $0.2 billion from core growth before losses and investment income, and included $0.1 billion representing one quarter of the total year’s tax benefit on the disposition of SES Global.
 

(15)


GE Commercial Finance revenues and net earnings increased 15% and 20%, respectively, compared with the first six months of 2006. Revenues for the first six months of 2007 included $1.1 billion from acquisitions and were reduced by $1.2 billion as a result of dispositions. Revenues for the first six months also increased $1.7 billion compared with the first six months of 2006 as a result of organic revenue growth ($1.4 billion) and the weaker U.S. dollar ($0.4 billion). Net earnings increased by $0.4 billion in the first six months of 2007, with $0.5 billion from core growth before losses and investment income, which included higher SES Global gains ($0.1 billion). Core growth included $0.2 billion representing half of the total year’s tax benefit on the disposition of SES Global. These items were partially offset by $0.1 billion of higher losses, which were in part caused by lower recoveries.
 
GE Money
 
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Revenues
$
6,145
 
$
5,268
 
$
11,952
 
$
10,358
 
Less portion of GE Money not included in GECC
 
   
   
   
 
Total revenue in GECC
$
6,145
 
$
5,268
 
$
11,952
 
$
10,358
 
                         
Segment profit
$
952
 
$
880
 
$
1,803
 
$
1,716
 
Less portion of GE Money not included in GECC
 
(18
)
 
(4
)
 
(41
)
 
(27
)
Total segment profit in GECC
$
934
 
$
876
 
$
1,762
 
$
1,689
 

 
At
       
(In millions)
6/30/07
 
6/30/06
 
12/31/06
       
                         
Total assets
$
197,653
 
$
169,416
 
$
190,403
       
Less portion of GE Money not included in GECC
 
955
   
954
   
955
       
Total assets in GECC
$
198,608
 
$
170,370
 
$
191,358
       

 
GE Money revenues and net earnings increased 17% and 8%, respectively, in the second quarter of 2007. Revenues for the second quarter of 2007 included $0.1 billion from acquisitions. Revenues for the quarter also increased $0.8 billion compared with the second quarter of 2006 as a result of organic revenue growth ($0.5 billion) and the weaker U.S. dollar ($0.3 billion). The increase in net earnings resulted primarily from core growth ($0.2 billion), including growth in lower-taxed earnings from global operations, and higher securitizations ($0.2 billion). These increases were substantially offset by reduced earnings from our U.S. mortgage business, WMC ($0.2 billion), and our Japanese business ($0.1 billion).
 
GE Money revenues and net earnings increased 15% and 5%, respectively, in the first six months of 2007. Revenues for the first six months of 2007 included $0.2 billion from acquisitions. Revenues for the first six months also increased $1.4 billion compared with the first six months of 2006 as a result of organic revenue growth ($0.8 billion) and the weaker U.S. dollar ($0.5 billion). The increase in net earnings resulted primarily from core growth ($0.4 billion), including growth in lower-taxed earnings from global operations, higher securitizations ($0.4 billion) and the weaker U.S. dollar ($0.1 billion). These increases were substantially offset by reduced earnings from WMC ($0.6 billion) and our Japanese business ($0.2 billion).
 
WMC’s portfolio of U.S. mortgage loans, net of reserves and classified as held for sale, totaled $1.1 billion at June 30, 2007, down from $4.5 billion at March 31, 2007. Continued pressures in the U.S. subprime mortgage
 

(16)


industry have resulted in limited liquidity and a higher number of loans being put back to the originators. We have presently decided to pursue the exit of this business.
 
In Japan, we continue to face pressures as a result of a December 2006 lending law as well as customer claims for partial interest refunds. In response, we commenced restructuring actions to allow us to operate more efficiently in the current environment. We continue to monitor the business closely and to assess further strategic actions.
 
GE Industrial
 
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Revenues
$
6,220
 
$
6,473
 
$
12,048
 
$
12,384
 
Less portion of GE Industrial not included in GECC
 
(4,465
)
 
(4,676
)
 
(8,545
)
 
(8,953
)
Total revenues in GECC
$
1,755
 
$
1,797
 
$
3,503
 
$
3,431
 
                         
Segment profit
$
482
 
$
478
 
$
841
 
$
813
 
Less portion of GE Industrial not included in GECC
 
(428
)
 
(418
)
 
(768
)
 
(737
)
Total segment profit in GECC
$
54
 
$
60
 
$
73
 
$
76
 
                         
Revenues in GE
                       
Consumer & Industrial
$
3,614
 
$
3,852
 
$
6,847
 
$
7,386
 
Equipment Services
 
1,755
   
1,797
   
3,503
   
3,431
 
                         
Segment profit in GE
                       
Consumer & Industrial
$
362
 
$
318
 
$
629
 
$
538
 
Equipment Services
 
54
   
60
   
73
   
76
 

 
GE Industrial revenues fell 4%, or $0.3 billion, in the second quarter of 2007, as lower volume ($0.3 billion) was partially offset by higher prices ($0.1 billion) and the weaker U.S. dollar ($0.1 billion) at the industrial businesses in the segment. The decrease in volume was primarily at Consumer & Industrial reflecting the sale of GE Supply in the third quarter of 2006. Revenues decreased at Equipment Services as a result of a disposition ($0.1 billion), partially offset by organic revenue growth ($0.1 billion).
 
Segment profit of $0.5 billion was 1% higher in the second quarter of 2007, as higher prices ($0.1 billion) and productivity, primarily at Consumer & Industrial, more than offset higher material and other costs ($0.1 billion), primarily at Consumer & Industrial.
 
GE Industrial revenues decreased 3% for the six months ended June 30, 2007, as lower volume ($0.6 billion) was partially offset by higher prices ($0.1 billion) and the weaker U.S. dollar ($0.1 billion) at the industrial businesses in the segment. Volume decreases were primarily at Consumer & Industrial, reflecting the sale of GE Supply in the third quarter of 2006, and Security. These decreases were partially offset by increases at GE Fanuc. Price increases and the effects of the weaker U.S. dollar were primarily at Consumer & Industrial. Revenues also increased at Equipment Services as a result of organic revenue growth ($0.1 billion) and the second quarter 2006 consolidation of GE SeaCo, an entity previously accounted for using the equity method ($0.1 billion), partially offset by a disposition ($0.1 billion).
 

(17)


Segment profit rose 3% for the six months ended June 30, 2007, as productivity ($0.2 billion), primarily at Consumer & Industrial, and higher prices ($0.1 billion) were substantially offset by higher material and other costs ($0.2 billion), primarily at Consumer & Industrial.
 
GE Infrastructure
 
 
Three months ended
June 30
 
Six months ended
June 30
 
(In millions)
2007
 
2006
 
2007
 
2006
 
                         
Revenues
$
13,913
 
$
11,332
 
$
25,896
 
$
21,484
 
Less portion of GE Infrastructure not
                       
included in GECC
 
(12,349
)
 
(9,954
)
 
(22,694
)
 
(18,806
)
Total revenues in GECC
$
1,564
 
$
1,378
 
$
3,202
 
$
2,678
 
                         
Segment profit
$
2,589
 
$
2,107
 
$
4,772
 
$
3,810
 
Less portion of GE Infrastructure not
                       
included in GECC
 
(2,141
)
 
(1,639
)
 
(3,819
)
 
(2,992
)
Total segment profit in GECC
$
448
 
$
468
 
$
953
 
$
818
 
                         
Revenues in GE
                       
Aviation
$
4,109
 
$
3,291
 
$
7,623
 
$
6,332
 
Aviation Financial Services
 
1,088
   
981
   
2,337
   
1,915
 
Energy
 
5,140
   
4,442
   
9,533
   
8,277
 
Energy Financial Services
 
417
   
364
   
741
   
665
 
Oil & Gas
 
1,822
   
1,094
   
2,968
   
1,866
 
Transportation
 
1,109
   
1,002
   
2,231
   
2,025
 
                         
Segment profit in GE
                       
Aviation
$
853
 
$
728
 
$
1,608
 
$
1,373
 
Aviation Financial Services
 
266
   
310
   
654
   
516
 
Energy
 
894
   
689
   
1,507
   
1,125
 
Energy Financial Services
 
169
   
146
   
270
   
263
 
Oil & Gas
 
190
   
108
   
291
   
163
 
Transportation
 
218
   
165
   
428
   
369
 

 
GE Infrastructure revenues increased 23%, or $2.6 billion, in the second quarter of 2007 reflecting higher volume ($2.1 billion), higher prices ($0.1 billion) and the weaker U.S. dollar ($0.1 billion) at the industrial businesses of the segment. The increase in volume reflected increased commercial engine sales at Aviation, increased services and acquisitions at Aviation and Oil & Gas; and increased sales at the power generation equipment business at Energy, primarily Thermal and Wind. Higher prices were primarily at Energy. Revenues also increased as a result of organic revenue growth at Aviation Financial Services ($0.1 billion) and Energy Financial Services ($0.1 billion).
 
Segment profit rose 23%, or $0.5 billion, in the second quarter of 2007, as higher volume ($0.3 billion), productivity ($0.2 billion) and higher prices ($0.1 billion) were partially offset by higher material and other costs ($0.2 billion) at the industrial businesses of the segment. Volume increases were primarily at Aviation, Energy and Oil & Gas. Higher prices were primarily at Energy and higher material and other costs were primarily at Aviation.
 
GE Infrastructure revenues rose 21% to $25.9 billion for the six months ended June 30, 2007, on higher volume ($3.4 billion), increased prices ($0.3 billion) and the weaker U.S. dollar ($0.3 billion) at the industrial businesses of the segment. The increase in volume reflected the effects of acquisitions at Aviation and Oil & Gas;
 

(18)


increased sales of commercial engines and services at Aviation; and equipment at Energy. Price increases were primarily at Energy and Aviation, while the effects of the weaker U.S. dollar were primarily at Oil & Gas and Energy. Revenues for the six months also increased as a result of organic revenue growth ($0.4 billion), primarily related to gains on the sale of aircraft, and acquisitions ($0.1 billion) at Aviation Financial Services, and organic revenue growth at Energy Financial Services ($0.1 billion).
 
Segment profit for the first six months of 2007 rose 25% to $4.8 billion, compared with $3.8 billion in 2006, as higher volume ($0.5 billion), higher prices ($0.3 billion) and productivity ($0.3 billion) were partially offset by higher material and other costs ($0.3 billion) at the industrial businesses of the segment. Volume increases were primarily at Aviation, Energy and Oil & Gas. We realized productivity improvements at Aviation and Energy. Higher material and other costs were primarily at Aviation and Energy.
 
 
B. Statement of Financial Position
 
Overview of Financial Position
 
Major changes in our financial position resulted from the following:
 
·
During the first six months of 2007, we completed the acquisitions of Sanyo Electronic Credit Co., Ltd., DISKO and ASL, the leasing businesses of KG Allgemeine Leasing GmbH & Co., Trustreet Properties, Inc., Crow Holdings and a controlling interest in Regency Energy Partners LP.
 
·
The U.S. dollar was weaker at June 30, 2007, than at December 31, 2006, increasing the translated levels of our non-U.S. dollar assets and liabilities.
 
Investment securities comprise mainly investment-grade debt securities supporting obligations to annuitants and policyholders. We regularly review investment securities for impairment based on criteria that include the extent to which cost exceeds market value, the duration of that market decline, our intent and ability to hold to recovery and the financial health and specific prospects for the issuer. Of securities with unrealized losses at June 30, 2007, an insignificant amount was at risk of being charged to earnings in the next 12 months. Impairment losses were insignificant for the first six months of 2007 and $0.1 billion for the first six months of 2006.
 
Financing receivables is our largest category of assets and represents one of our primary sources of revenues. The portfolio of financing receivables, before allowance for losses, was $349.7 billion at June 30, 2007, and $334.2 billion at December 31, 2006. The related allowance for losses at June 30, 2007, amounted to $4.5 billion compared with $4.6 billion at December 31, 2006, representing our best estimate of probable losses inherent in the portfolio. A discussion of the quality of certain elements of the financing receivables portfolio follows. For purposes of that discussion, “delinquent” receivables are those that are 30 days or more past due; and “nonearning” receivables are those that are 90 days or more past due (or for which collection has otherwise become doubtful).
 
Financing receivables, before allowance for losses, increased $15.5 billion from December 31, 2006, primarily as a result of core growth ($26.9 billion), acquisitions ($9.5 billion) and the weaker U.S. dollar ($4.7 billion), partially offset by securitization and sales ($22.6 billion) and loans transferred to assets held for sale ($3.4 billion). Related nonearning receivables were $5.0 billion (1.4% of outstanding receivables) at June 30, 2007, compared with $4.9 billion (1.5% of outstanding receivables) at year-end 2006. Nonearning receivables excludes loans held for sale.
 

(19)


Delinquency rates on managed GE Commercial Finance equipment loans and leases and managed GE Money financing receivables follow.
 
 
Delinquency rates at
 
 
6/30/07(a)
 
12/31/06
 
6/30/06
 
             
GE Commercial Finance
1.28
%
1.22
%
1.29
%
GE Money
5.36
 
5.05
 
5.22
 
GE Money, excluding WMC
5.18
 
5.15
 
5.34
 
             

(a)
Subject to update.
 

 
Stable delinquency rates at GE Commercial Finance over the periods reflected continued stable portfolio quality.
 
Delinquency rates at GE Money increased from December 31, 2006, and June 30, 2006, to June 30, 2007, as a result of higher delinquencies in WMC associated with increased payment defaults. Delinquency rates excluding WMC decreased from June 30, 2006, to June 30, 2007, primarily resulting from improvements in our European secured financing business.
 
C. Debt Instruments
 
During the first six months of 2007, GECC and GECC affiliates issued $47 billion of senior, unsecured long-term debt. This debt was both fixed and floating rate and was issued to institutional and retail investors in the U.S. and 14 other global markets. Maturities for these issuances ranged from two to 40 years. We used the proceeds primarily for repayment of maturing long-term debt, but also to fund acquisitions and organic growth. We anticipate that we will issue approximately $35 billion of additional long-term debt during the remainder of 2007, mostly to repay maturing long-term debt. The ultimate amount we issue will depend on our needs and on the markets.
 
 
Item 4. Controls and Procedures
 
Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of June 30, 2007, and (ii) no change in internal control over financial reporting occurred during the quarter ended June 30, 2007, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.
 
 
Part II. Other Information
 
 
Item 1. Legal Proceedings
 
As we have previously reported, since January 2005, the U.S. Securities and Exchange Commission staff has been conducting an investigation of the use of hedge accounting for derivatives. That staff has also requested information about other accounting policies and practices at GE, our parent, including items related to certain pre-2004 transactions in its Rail business. As more fully described in Part II, Item 1. Legal Proceedings of the GE June 30, 2007, Quarterly Report on Form 10-Q, the Audit Committee of the GE Board of Directors, with the assistance of independent counsel, determined that immaterial GE revenues that should have been recognized in the first quarters
 

(20)


of 2001, 2002, 2003 and 2004 were inappropriately recognized in the immediately preceding fourth quarters. GE management and the Audit Committee of the GE Board of Directors do not believe that the errors resulted from a material weakness in internal control over financial reporting.
 
    As previously disclosed, in August 2006, the New Jersey Department of Environmental Protections (DEP) issued an Administrative Order seeking a penalty of $142,000 for violations of the Clean Air Act at GECC’s Linden, New Jersey facility. The DEP alleged that emissions from the facility exceeded thresholds established in the site’s permit. GECC has agreed with DEP to settle the matter for $71,000.
 
Item 6. Exhibits
 
 
Exhibit 12
 
Computation of Ratio of Earnings to Fixed Charges.*
 
 
Exhibit 31(a)
 
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended.*
 
 
Exhibit 31(b)
 
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended.*
 
 
Exhibit 32
 
Certification Pursuant to 18 U.S.C. Section 1350.*
 
 
Exhibit 99
 
Financial Measures that Supplement Generally Accepted Accounting Principles.*
 
   
* Filed electronically herewith.
 


(21)


Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
General Electric Capital Corporation
(Registrant)
 
 
 
July 27, 2007
 
/s/ Philip D. Ameen
 
Date
 
Philip D. Ameen
Senior Vice President and Controller
Duly Authorized Officer and Principal Accounting Officer

(22)