UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
R Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended December 31, 2014
or
o 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 charter)

Delaware
     
13-1500700
(State or other jurisdiction of incorporation or organization)
     
(I.R.S. Employer Identification No.)
 
       
901 Main Avenue, Norwalk, CT
 
06851-1168
 
203/840-6300
(Address of principal executive offices)
 
(Zip Code)
 
(Registrant's Telephone No., including area code)
         
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
4.875% Notes Due October 15, 2052
4.875% Notes Due January 29, 2053
7½% Guaranteed Subordinated Notes Due August 21, 2035
4.70% Notes Due May 16, 2053
 
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:
(Title of class)
NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  R No  o  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o  No  R
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  R No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  R No  o
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.  R
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer o
Non-accelerated filer R
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act). Yes  o   No R
Aggregate market value of the outstanding common equity held by nonaffiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter: None.
At February 1, 2015, 1,000 shares of voting common stock, which constitute all of the outstanding common equity, with a par value of $14 per share were outstanding.
 
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, 2014, are incorporated by reference into Part IV 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.

 


General Electric Capital Corporation
Part I
 
Page
       
Item 1.
Business
 
3
Item 1A.
Risk Factors
 
9
Item 1B.
Unresolved Staff Comments
 
Not Applicable
Item 2.
Properties
 
Not Applicable(a)
Item 3.
Legal Proceedings
 
14
Item 4.
Mine Safety Disclosures
 
Not Applicable
       
Part II
   
       
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and
   
 
Issuer Purchases of Equity Securities
 
Not Applicable(b)
Item 6.
Selected Financial Data
 
16
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
 
17
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
58
Item 8.
Financial Statements and Supplementary Data
 
58
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
Not Applicable
Item 9A.
Controls and Procedures
 
131
Item 9B.
Other Information
 
131
       
Part III
   
       
Item 10.
Directors, Executive Officers and Corporate Governance
 
Not Applicable(c)
Item 11.
Executive Compensation
 
Not Applicable(c)
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Not Applicable(c)
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
Not Applicable(c)
Item 14.
Principal Accounting Fees and Services
 
132
       
Part IV
   
       
Item 15.
Exhibits and Financial Statement Schedules
 
133
Signatures
   
141
(a)
We conduct our business from various facilities, most of which are leased. The locations of our primary facilities are described in Item 1. "Business" of this Form 10-K Report.
(b)
 
(c)
See Note 11 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report. Our common stock is owned entirely by General Electric Company and, therefore, there is no trading market in such stock.
Not required by this form
 

PART I
 
 
ITEM 1. BUSINESS


GENERAL ELECTRIC CAPITAL CORPORATION

General Electric Capital Corporation (GE Capital or GECC) 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. Until November 1987, our name was General Electric Credit Corporation. On July 2, 2001, we changed our state of incorporation to Delaware. As of December 31, 2014, all of our outstanding common stock was wholly-owned by General Electric Company (GE Company or GE). Financing and services offered by GE Capital are diversified, a significant change from the original business of GE Capital, which was, financing distribution and sale of consumer and other GE products.

Our principal executive offices are located at 901 Main Avenue, Norwalk, CT 06851-1168. At December 31, 2014, GECC employed approximately 47,000 persons.

GE Capital businesses offer a broad range of financial services and products worldwide for businesses of all sizes. Services include commercial loans and leases, fleet management, financial programs, credit cards, personal loans and other financial services. GE Capital also develops strategic partnerships and joint ventures that utilize GE's industry-specific expertise in aviation, energy, infrastructure and healthcare to capitalize on market-specific opportunities.

We are a regulated savings and loan holding company and in 2011 became subject to Federal Reserve Board (FRB) supervision under the Dodd-Frank Wall Street Reform and Consumer Protection Act (DFA). In 2013, the U.S. Financial Stability Oversight Council (FSOC) designated GECC as a nonbank systemically important financial institution (nonbank SIFI) under the DFA. As a result of this change in supervision and designation, stricter prudential regulatory standards and supervision apply to GECC. On November 25, 2014 the FRB proposed for comment enhanced prudential standards that would apply to GECC as a nonbank SIFI. This proposal would, among other items, require GECC to comply with rules on capital and liquidity adequacy that apply to large bank holding companies, market terms requirements for intercompany transactions and enhanced risk management and governance requirements.  In addition, while GECC's capital adequacy as a savings and loan holding company, including planned capital distributions such as dividend payments, is currently subject to review by the FRB, the proposed standards would apply stress testing and capital planning requirements to GECC under the FRB's more formal comprehensive capital analysis and review (CCAR) regulations.  The comment period for the proposed standards closed on February 2, 2015, and the exact application of the proposed standards will not be known until after the final rule is published. For additional information, see the Regulations and Supervision section in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K Report.

During 2014, GE Capital provided approximately $116 billion of new financings in the U.S. to various companies, infrastructure projects and municipalities. Additionally, we extended approximately $115 billion of credit to approximately 64 million U.S. consumers. GE Capital provided credit to approximately 29,700 new commercial customers and 33,700 new small businesses in the U.S. during 2014 and ended the period with outstanding credit to more than 250,000 commercial customers and 220,000 small businesses through retail programs in the U.S.
 
 GECC 2014 FORM 10-K    3

PART I
 
 
OPERATING SEGMENTS

Operating businesses that are reported as segments include Commercial Lending and Leasing (CLL), Consumer, Real Estate, Energy Financial Services and GE Capital Aviation Services (GECAS). These operations are subject to a variety of regulations in their respective jurisdictions and are located in North America, South America, Europe, Australia and Asia.

We also continue our longstanding practice of providing supplemental information for certain businesses within the segments.

Segment revenue and profit information and additional financial data and commentary on recent financial results for operating segments are provided in the Segment Operations section in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Note 20 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

COMMERCIAL LENDING AND LEASING

CLL has particular mid-market expertise, and primarily offers secured commercial loans, equipment financing and other financial services to companies across a wide range of industries including construction, retail, manufacturing, transportation, media, communications, technology and healthcare. Equipment financing activities include industrial, medical, fleet vehicles, construction, office imaging, and many other equipment types.

During the fourth quarter of 2013, we completed the disposition of our CLL trailer services business in Europe (CLL Trailer Services).

We operate in a highly competitive environment. Our competitors include commercial banks, investment banks, leasing companies, financing companies associated with manufacturers, and independent finance companies. Competition related to our lending and leasing operations is based on price, that is, interest rates and fees, as well as deal structure and terms. In recent years, there has been a disruption in the capital markets and in access to and availability of capital as well as the exit of some competitors. Profitability is affected not only by broad economic conditions that affect customer credit quality and the availability and cost of capital funding, but also by successful management of credit risk, operating risk and market risks such as interest rate and currency exchange risks. Success requires high-quality risk management systems, customer and industry specific knowledge, diversification, service and distribution channels, strong collateral and asset management knowledge, strong transaction expertise and the ability to reduce costs through technology and productivity.

CONSUMER

Consumer offers a full range of financial products including private-label credit cards; personal loans; bank cards; auto loans and leases; mortgages; debt consolidation; home equity loans; deposit and other savings products; and small and medium enterprise lending on a global basis.

During the fourth quarter of 2014, we signed an agreement to sell our consumer finance business Budapest Bank to Hungary's government.

During the fourth quarter of 2014, we completed the sale of GE Money Bank AB, our consumer finance business in Sweden, Denmark and Norway (GEMB – Nordic) to Santander for proceeds of $2.3 billion.

 
 GECC 2014 FORM 10-K    4

PART I
 
 
On August 5, 2014, we completed the initial public offering (IPO) of our North American Retail Finance business, Synchrony Financial, as a first step in a planned, staged exit from that business. Synchrony Financial closed the IPO of 125 million shares of common stock at a price to the public of $23.00 per share and on September 3, 2014, Synchrony Financial issued an additional 3.5 million shares of common stock pursuant to an option granted to the underwriters in the IPO (Underwriters' Option). We received net proceeds from the IPO and the Underwriters' Option of $2.8 billion, which remain at Synchrony Financial. Following the closing of the IPO and the Underwriters' Option, we currently own approximately 85% of Synchrony Financial and as a result, GECC continues to consolidate the business. The 15% is presented as noncontrolling interests. In addition, in August 2014, Synchrony Financial completed issuances of $3.6 billion of senior unsecured debt with maturities up to 10 years and $8.0 billion of unsecured term loans maturing in 2019, and in October 2014 completed issuances of $0.8 billion unsecured term loans maturing in 2019   under the New Bank Term Loan Facility with third party lenders. Subsequent to December 31, 2014 through February 13, 2015, Synchrony Financial issued an additional $1.0 billion of senior unsecured debt maturing in 2020.

We are targeting to complete our exit from Synchrony Financial through a split-off transaction, by making a tax-free distribution of our remaining interest in Synchrony Financial to electing GE stockholders in exchange for shares of GE's common stock. The split-off transaction would be subject to obtaining required bank regulatory approvals. We may also decide to exit by selling or otherwise distributing or disposing of all or a portion of our remaining interest in the Synchrony Financial shares.

During the fourth quarter of 2013, we completed the sales of 68.5% of our Swiss consumer finance bank, Cembra Money Bank AG (Cembra), through an IPO, and remaining equity interest in the Bank of Ayudhya (Bay Bank). We also committed to sell our consumer banking business in Russia (Consumer Russia) and completed the transaction in the first quarter of 2014.

During the first quarter of 2013, we acquired the deposit business of MetLife Bank, N.A., which is an online banking platform with approximately $6.4 billion in U.S. retail deposits that is now part of Synchrony Financial.

During 2012, we completed the sale of our consumer mortgage lending business in Ireland (Consumer Ireland) and sold our remaining equity interest in Garanti Bank, which was classified as an available-for-sale security.

Our operations are subject to a variety of bank and consumer protection regulations. Further, a number of countries have ceilings on rates chargeable to consumers in financial service transactions. We are subject to competition from various types of financial institutions including commercial banks, leasing companies, consumer loan companies, independent finance companies, finance companies associated with manufacturers, and insurance companies. Industry participants compete on the basis of price, servicing capability, promotional marketing, risk management, and cross selling. The markets in which we operate are also subject to the risks from fluctuations in retail sales, interest and currency exchange rates, and the consumer's capacity to repay debt.

REAL ESTATE

Real Estate offers a range of capital and investment solutions, including fixed and floating rate mortgages for new acquisitions or re-capitalizations of commercial real estate worldwide. Our business finances, with loan structures, the acquisition, refinancing and renovation of office buildings, apartment buildings, retail facilities, hotels, warehouses and industrial properties. Our typical real estate loans are intermediate term, senior, fixed or floating-rate, and are secured by existing income-producing commercial properties. We invest in, and provide restructuring financing for, portfolios of commercial mortgage loans, limited partnerships and tax-exempt bonds.

We also own and operate a global portfolio of real estate with the objective of maximizing property cash flows and asset values. In the normal course of our business operations, we sell certain real estate equity investments when it is economically advantageous for us to do so. However, as real estate values are affected by certain forces beyond our control (e.g., market fundamentals and demographic conditions), it is difficult to predict with certainty the level of future sales, sales prices, impairments or write-offs.
 
 GECC 2014 FORM 10-K    5

PART I
 
 


During 2013 and 2014, in conjunction with our initiative to increase our overall real estate lending portfolio and reduce our exposure to real estate equity investments, we acquired certain loan portfolios and sold real estate equity investments when economically advantageous for us to do so, including the 2013 sale of real estate comprising certain floors located at 30 Rockefeller Center, New York.

During 2012, we completed the sale of a portion of our Business Properties portfolio (Business Property), including certain commercial loans, the origination and servicing platforms and the servicing rights on loans previously securitized by GECC. The portion that we retained comprises our owner-occupied/credit tenant portfolio.

Our competitors include banks, financial institutions, real estate companies, real estate investment funds and other financial companies. Competition in our lending business is primarily based on interest rates and fees, as well as deal structure and terms. As we compete globally, our success is sensitive to the economic and political environment of each country in which we do business.

ENERGY FINANCIAL SERVICES

Energy Financial Services invests in long-lived, capital-intensive energy projects and companies by providing structured equity, debt, leasing, partnership financing, project finance and broad-based commercial finance.  Energy Financial Services has over $15 billion in energy investments, often financed for 20 to 30 year terms, about 12% of its assets are held outside of the U.S.

We operate in a highly competitive environment. Our competitors include banks, financial institutions, energy companies, and other finance and leasing companies. Competition is primarily based on price, that is, interest rates and fees, as well as deal structure and terms. As we compete globally, our success is sensitive to the economic and political environment of each country in which we do business.

GE CAPITAL AVIATION SERVICES

GECAS, our commercial aircraft financing and leasing business, offers a wide range of aircraft types and financing options, including operating leases and secured debt financing, and also provides productivity solutions including spare engine leasing, airport and airline consulting services, and spare parts financing and management. At December 31, 2014, we owned 1,443 commercial aircraft, of which all but three were on lease, and we held $27.4 billion (list price) of multiple-year orders for various Boeing, Airbus and other aircraft, including 56 aircraft ($3.6 billion list price) scheduled for delivery in 2015, all under agreement to commence operations with commercial airline customers.

On January 30, 2015, GECAS acquired Milestone Aviation Group, a helicopter leasing business, for approximately $1.8 billion.

We operate in a highly competitive environment. Our competitors include aircraft manufacturers, banks, financial institutions, equity investors, and other finance and leasing companies. Competition is based on lease rate financing terms, aircraft delivery dates, condition and availability, as well as available capital demand for financing.
 
 GECC 2014 FORM 10-K    6

PART I
 
 

GEOGRAPHIC DATA

Geographic data is provided in the Geographic Data section in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 20 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

REGULATIONS

For further information about Regulations and Supervision, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K Report.

COMPETITION

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

BUSINESS AND ECONOMIC CONDITIONS

Our businesses are generally affected by general business and economic conditions in countries in which we conduct business. When overall economic conditions deteriorate in those countries, there generally are adverse effects on our 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 we offer may actually increase. Interest rates, another macro-economic factor, are important to our businesses. In the lending and leasing businesses, higher real interest rates increase our cost to borrow funds, but can also provide higher levels of return on new investments. For our operations, such as the insurance activities, which are linked less directly to interest rates, rate changes generally affect returns on investment portfolios.

CORPORATE INFORMATION AND WEBSITES

The Company's Internet address is www.ge.com . Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available, without charge, on our website, www.ge.com/investor-relations/investor-services/personal-investing/sec-filing , as soon as reasonably practicable after they are filed electronically with the U.S. Securities and Exchange Commission (SEC). Copies are also available, without charge, from GE Corporate Investor Communications, 3135 Easton Turnpike, Fairfield, CT 06828-0001. Reports filed with the SEC may be viewed at www.sec.gov or obtained at the SEC Public Reference Room in Washington, D.C. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. References to our website addressed in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.
 
 GECC 2014 FORM 10-K    7

PART I
 

 


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 financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," or "target."

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected income; revenues; net interest margin; cost structure; restructuring charges; cash flows; assets; return on capital or assets; capital structure, including Tier 1 common ratio; and dividends.

For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:
economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices and the value of financial assets;
the impact of conditions in the financial and credit markets on the availability and cost of our funding, our exposure to counterparties and our ability to reduce asset levels as planned;
the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults;
pending and future mortgage loan repurchase claims and other litigation claims in connection with WMC, which may affect our estimates of liability, including possible loss estimates;
our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;
our ability to pay dividends to GE at the planned level, which may be affected by our cash flows and earnings, financial services regulation and oversight, and other factors;
the level of demand and financial performance of the major industries and customers GE serves;
the effectiveness of our risk management framework;
the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation;
adverse market conditions, timing of and ability to obtain required bank regulatory approvals, or other factors relating to GE or Synchrony Financial that could prevent GE from completing the Synchrony Financial split-off as planned;
our success in completing announced transactions;
our success in integrating acquired businesses and operating joint ventures;
the impact of potential information technology or data security breaches; and
the other risk factors that are described in Part I, Item1A. "Risk Factors" of this Form 10-K Report.

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.

This document includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.
 
 GECC 2014 FORM 10-K    8

PART I
 
 
ITEM 1A. RISK FACTORS


The following discussion of risk factors contains "forward-looking statements," as discussed in the Forward-Looking Statements section of this Form 10-K Report. These risk factors may be important to understanding any statement in this Annual Report on Form 10-K or elsewhere. The following information should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section and the consolidated financial statements and related notes of this Form 10-K Report.

Our businesses routinely encounter and address risks, some of which will cause our future results to be different – sometimes materially different – than we presently anticipate. Below, we describe certain important strategic, operational, financial, and legal and compliance risks. Our reactions to material future developments as well as our competitors' reactions to those developments will affect our future results.

STRATEGIC RISKS

Strategic risk relates to our future business plans and strategies, including the risks associated with: the global macro-environment in which we operate; mergers and acquisitions and restructuring activity; intellectual property; and other risks, including the demand for our products and services, competitive threats, technology and product innovation, and public policy.

Our growth is subject to global economic and political risks.
We operate in virtually every part of the world and serve customers in approximately 175 countries. In 2014, approximately 40% of our revenue was attributable to activities outside the United States. Our operations are subject to the effects of global competition and geopolitical risks. They are also affected by local economic environments, including inflation, recession, currency volatility, currency controls and actual or anticipated default on sovereign debt. Political changes, some of which may be disruptive, can interfere with our supply chain, our customers and all of our activities in a particular location. While some of these global economic and political risks can be hedged using derivatives or other financial instruments and some are insurable, such attempts to mitigate these risks are costly and not always successful, and our ability to engage in such mitigation may decrease or become even more costly as a result of more volatile market conditions.

The success of our business depends on achieving our strategic objectives, including through acquisitions, joint ventures, dispositions and restructurings.
With respect to acquisitions, joint ventures and restructuring actions, we may not achieve expected returns and other benefits as a result of various factors, including integration and collaboration challenges, such as personnel and technology. In addition, we may not achieve anticipated cost savings from restructuring actions, which could result in lower margin rates. We also participate in a number of joint ventures with other companies or government enterprises in various markets around the world, including joint ventures where we may have a lesser degree of control over the business operations, which may expose us to additional operational, financial, legal or compliance risks. We also continue to evaluate the potential disposition of assets and businesses that may no longer help us meet our objectives. When we decide to sell assets or a business, we may encounter difficulty in finding buyers or executing alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives. For example, delays in obtaining tax rulings and regulatory approvals or clearances, and disruptions or volatility in the capital markets may impact our ability to complete the staged exit from our North American Retail Finance business, Synchrony Financial, as planned. Alternatively, we may dispose of a business at a price or on terms that are less than we had anticipated. After reaching an agreement with a buyer or seller for the acquisition or disposition of a business, we are subject to necessary regulatory and governmental approvals on acceptable terms as well as satisfaction of pre-closing conditions, which may prevent us from completing the transaction. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, guarantees, indemnities or other financial obligations. Under these arrangements, performance by the divested businesses or other conditions outside our control could affect our future financial results.
 
 GECC 2014 FORM 10-K    9

PART I
 

Our intellectual property portfolio may not prevent competitors from independently developing products and services similar to or duplicative to ours.
GE's patents and other intellectual property may not prevent competitors from independently developing or selling products and services similar to or duplicative of GE's, and there can be no assurance that the resources invested to protect GE's intellectual property will be sufficient or that GE's intellectual property portfolio will adequately deter misappropriation or improper use of our technology. GE could also face competition in some countries where it has not invested in an intellectual property portfolio. We also face attempts to gain unauthorized access to our IT systems or products for the purpose of improperly acquiring our trade secrets or confidential business information. The theft or unauthorized use or publication of our trade secrets and other confidential business information as a result of such an incident could adversely affect our competitive position and the value of GE's investment in research and development. We may be unable to secure or retain ownership or rights to use data in certain software analytics or services offerings. In addition, GE may be the target of aggressive and opportunistic enforcement of patents by third parties, including non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If GE is found to infringe any third-party rights, it could be required to pay substantial damages or it could be enjoined from offering some of its products and services. Also, there can be no assurances that we will be able to obtain or renew from third parties the licenses we need in the future, and there is no assurance that such licenses can be obtained on reasonable terms.

OPERATIONAL RISKS

Operational risk relates to risks arising from systems, processes, people and external events that affect the operation of our businesses. It includes product life cycle and execution; product safety and performance; information management and data protection and security, including cyber security; supply chain and business disruption; and other risks, including human resources and reputation.

GE may face operational challenges that could have a material adverse effect on our business, reputation, financial position and results of operations, and we are dependent on maintenance of existing product lines, market acceptance of new product and service introductions and product and service innovations for continued revenue and earnings growth.
GE produces highly sophisticated products and provides specialized services for both GE and third-party products that incorporate or use leading-edge technology, including both hardware and software. While GE has built extensive operational processes to ensure that the design, manufacture and servicing of such products meet the most rigorous quality standards, there can be no assurance that GE or its customers or other third parties will not experience operational process failures or other problems, including through cyber attacks and other intentional acts, that could result in potential product, safety, regulatory or environmental risks. Despite the existence of crisis management or business continuity plans, operational failures or quality issues, including as a result of organizational changes, could have a material adverse effect on our business, reputation, financial position and results of operations. In addition, the markets in which we operate are subject to technological change and require skilled talent. Our long-term operating results depend substantially upon our ability to continually develop, introduce, and market new and innovative products and services, to modify existing products and services, to customize products and services, to respond to technological change and to execute our product and service development in line with projected performance and/or cost estimates.
 
 GECC 2014 FORM 10-K    10

PART I
 

Increased cybersecurity requirements, vulnerabilities, threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions, services and data. 
Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cyber-related attacks pose a risk to the security of our and our customers', partners', suppliers' and third-party service providers' products, systems and networks and the confidentiality, availability and integrity of our and our customers' data. While we attempt to mitigate these risks by employing a number of measures, including employee training, monitoring and testing, and maintenance of protective systems and contingency plans, we remain potentially vulnerable to additional known or unknown threats. We also may have access to sensitive, confidential or personal data or information in certain of our businesses that is subject to privacy and security laws, regulations and customer-imposed controls. Despite our efforts to protect sensitive, confidential or personal data or information, we may be vulnerable to security breaches, theft, misplaced or lost data, programming errors, employee errors and/or malfeasance that could potentially lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions. In addition, a cyber-related attack could result in other negative consequences, including damage to our reputation or competitiveness, remediation or increased protection costs, litigation or regulatory action.

FINANCIAL RISKS

Financial risk relates to our ability to meet financial obligations and mitigate exposure to broad market risks, including volatility in foreign currency exchange rates and interest rates and commodity prices; credit risk; and liquidity risk, including risk related to our credit ratings and our availability and cost of funding. Credit risk is the risk of financial loss arising from a customer or counterparty failure to meet its contractual obligations. We face credit risk in our investing, lending and leasing activities and derivative financial instruments activities. Liquidity risk refers to the potential inability to meet contractual or contingent financial obligations (whether on- or off-balance sheet) as they arise, and could potentially impact an institution's financial condition or overall safety and soundness.

A deterioration of conditions in the global economy, the major industries GE and we serve or the financial markets, or the soundness of financial institutions and governments we deal with, may adversely affect our business and results of operations.
The business and operating results of GE's industrial businesses have been, and will continue to be, affected by worldwide economic conditions, including conditions in the air and rail transportation, power generation, oil and gas, healthcare, home building and other major industries it serves. Existing or potential customers may delay or cancel plans to purchase our products and services, including large infrastructure projects, and may not be able to fulfill their obligations in a timely fashion as a result of business deterioration, cash flow shortages, and difficulty obtaining financing due to slower global economic growth and other challenges affecting the global economy. In particular, the airline industry is highly cyclical, and the level of demand for air travel is correlated to the strength of the U.S. and international economies. An extended period of slow growth in the U.S. or internationally that results in the loss of business and leisure traffic could have a material adverse effect on our airline customers and the viability of their business. Service contract cancellations or customer dynamics such as early aircraft retirements or reduced electricity demand in GE's Power & Water business could affect its ability to fully recover our contract costs and estimated earnings. Further, our vendors may be experiencing similar conditions, which may impact their ability to fulfill their obligations to us. If slower growth in the global economy continues for a significant period or there is significant deterioration in the global economy, our results of operations, financial position and cash flows could be materially adversely affected.

If conditions in the financial markets deteriorate, there can be no assurance that we will be able to recover fully the value of certain assets, including real estate, goodwill, intangibles and tax assets. Deterioration in the economy and in default and recovery rates could require us to increase allowances for loan losses, impairments or write-offs, which, depending on the amount of the increase, could have a material adverse effect on our business, financial position and results of operations.
 
 GECC 2014 FORM 10-K    11

PART I
 


In addition, GE Capital has exposure to many different industries and counterparties, including sovereign governments, and routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks and other institutional clients. Many of these transactions expose GE Capital to credit risk in the event of default of our counterparty or client. In addition, GE Capital's credit risk may be increased when the value of collateral held cannot be realized through sale or is liquidated at prices insufficient to recover the full amount of the loan or derivative exposure due to it. GE Capital also has exposure to these financial institutions in the form of cash on deposit and unsecured debt instruments held in its investment portfolios. GE Capital has policies relating to credit rating requirements and to exposure limits to counterparties (as described in Note 15 to the consolidated financial statements of this Form 10-K Report), which are designed to limit credit and liquidity risk. There can be no assurance, however, that any losses or impairments to the carrying value of financial assets would not materially and adversely affect GE Capital's business, financial position and results of operations or our liquidity and capital position.

Failure to maintain our credit ratings could adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets.
The major debt rating agencies routinely evaluate our debt. This evaluation is based on a number of factors, which include financial strength as well as transparency with rating agencies and timeliness of financial reporting. As of December 31, 2014, GE and GECC's long-term unsecured debt credit rating from Standard and Poor's Ratings Service (S&P) was AA+ (the second highest of 22 rating categories) with a stable outlook. The long-term unsecured debt credit rating from Moody's Investors Service (Moody's) for GE was Aa3 (the fourth highest of 21 rating categories) and for GECC was A1 (the fifth highest of 21 credit ratings), both with stable outlooks. As of December 31, 2014, GE and GECC's short-term credit rating from S&P was A-1+ (the highest rating category of six categories) and from Moody's was P-1 (the highest rating category of four categories). There can be no assurance that we will be able to maintain our credit ratings and failure to do so could adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets. Various debt and derivative instruments, guarantees and covenants would require posting additional capital or collateral in the event of a ratings downgrade, which, depending on the extent of the downgrade, could have a material adverse effect on our liquidity and capital position.

Conditions in the financial and credit markets may affect the availability and cost of funding.
As disclosed in more detail in the Liquidity and Borrowings section of this Form 10-K Report, a portion of our borrowings is in the form of commercial paper and long-term debt. We continue to rely on the availability of the unsecured debt markets to access funding for term and commercial paper maturities for 2014 and beyond and to fund our operations without incurring additional U.S. tax. In addition, we rely on the availability of the commercial paper markets to refinance maturing commercial paper debt throughout the year. In order to further diversify our funding sources, GE Capital continues to expand its reliance on alternative sources of funding, including bank deposits, securitizations and other asset-based funding. There can be no assurance that we will succeed in increasing the diversification of our funding sources or that the short and long-term credit markets will be available or, if available, that the cost of funding will not substantially increase and affect our overall profitability. Factors that may affect the availability of funding or cause an increase in our funding costs include: a decreased reliance on short-term funding, such as commercial paper, in favor of longer-term funding arrangements; decreased capacity and increased competition among debt issuers; increased competition for deposits in our affiliate banks' markets; and potential market disruptions or other impacts arising in the United States or Europe from developments in sovereign debt situations. If our cost of funding were to increase, it may adversely affect our competitive position and result in lower net interest margins, earnings and cash flows as well as lower returns on our shareowner's equity and invested capital.

LEGAL & COMPLIANCE RISKS

Legal and compliance risk relates to risks arising from the government and regulatory environment and action, including resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (DFA); and legal proceedings and compliance with integrity policies and procedures, including those relating to financial reporting, environmental health and safety. Government and regulatory risk includes the risk that the government or regulatory actions will impose additional cost on us or cause us to have to change our business models or practices.
 
 GECC 2014 FORM 10-K    12

PART I
 
 

We are subject to a wide variety of laws, regulations and government policies that may change in significant ways.
Our businesses are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies. There can be no assurance that laws, regulations and policies will not be changed in ways that will require us to modify our business models and objectives or affect our returns on investments by restricting existing activities and products, subjecting them to escalating costs or prohibiting them outright. In particular, substantial revisions that U.S. and non-U.S. governments are undertaking or considering in areas such as the regulation and supervision of bank and non-bank financial institutions, consumer lending, foreign exchange intervention in response to currency volatility, trade controls, the over-the-counter derivatives market and tax laws and regulations may have an effect on GE's and GE Capital's structure, operations, sales, liquidity, capital requirements, effective tax rate and performance. For example, GE's effective tax rate is reduced because active business income earned and indefinitely reinvested outside the United States is taxed at less than the U.S. rate. A significant portion of this reduction depends upon a provision of U.S. tax law that defers the imposition of U.S. tax on certain active financial services income until that income is repatriated to the United States as a dividend. This provision is consistent with international tax norms and permits U.S. financial services companies to compete more effectively with non-U.S. financial institutions in global markets. This provision, which had expired at the end of 2013, was reinstated in December 2014 retroactively for one year through the end of 2014. This provision also had been scheduled to expire and had been extended by Congress on seven previous occasions, but there can be no assurance that it will continue to be extended. In the event the provision is not extended after 2014, the current U.S. tax imposed on active financial services income earned outside the United States would increase, making it more difficult for U.S. financial services companies to compete in global markets. If this provision is not extended, we expect our effective tax rate to increase significantly after 2015. In addition, efforts by public and private sectors to control the growth of healthcare costs may lead to lower reimbursements and increased utilization controls related to the use of GE's products by healthcare providers. Continued government scrutiny, including reviews of the U.S. Food and Drug Administration (U.S. FDA) medical device pre-market authorization and post-market surveillance processes, may impact the requirements for marketing GE's products and slow its ability to introduce new products, resulting in an adverse impact on our business. Furthermore, we have been, and expect to continue, participating in U.S. and international governmental programs, which require us to comply with strict governmental regulations. Inability to comply with these regulations could adversely affect our status in these projects and adversely affect our results of operations, financial position and cash flows.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are subject to prudential oversight by the Federal Reserve, including as a result of GECC's designation as a nonbank systemically important financial institution (nonbank SIFI), which subjects us to increased and evolving regulatory requirements.
GECC is a regulated savings and loan holding company and in 2011 became subject to Federal Reserve Board (FRB) supervision under the DFA. In 2013, the U.S. Financial Stability Oversight Council (FSOC) designated GECC as a nonbank SIFI under the DFA. As a result of this change in supervision and designation, stricter prudential regulatory standards and supervision apply to GECC. On November 25, 2014 the FRB proposed for comment enhanced prudential standards that would apply to GECC as a nonbank SIFI.  This proposal would, among other items, require GECC to comply with rules on capital and liquidity adequacy that apply to large bank holding companies, market terms requirements for intercompany transactions and enhanced risk management and governance requirements.  In addition, while GECC's capital adequacy as a savings and loan holding company, including planned capital distributions such as dividend payments, is currently subject to review by the FRB, the proposed standards would apply stress testing and capital planning requirements to GECC under the FRB's more formal comprehensive capital analysis and review (CCAR) regulations.  The comment period for the proposed standards closed on February 2, 2015, and the exact application of the proposed standards will not be known until after the final rule is published. For additional information, see the Regulations and Supervision and Liquidity and Borrowings sections of this Form 10-K Report.
 
 GECC 2014 FORM 10-K    13

PART I
 


We are subject to legal proceedings and legal compliance risks.
We are subject to a variety of legal proceedings and legal compliance risks in virtually every part of the world. We, our representatives, and the industries in which we operate are subject to continuing scrutiny by regulators and other governmental authorities, which may, in certain circumstances, lead to enforcement actions, fines and penalties or the assertion of private litigation claims and damages. Additionally, GE and its subsidiaries are involved in a number of remediation actions to clean up hazardous wastes as required by federal and state laws. These include the dredging of polychlorinated biphenyls from a 40-mile stretch of the upper Hudson River in New York State. We are also subject to certain other legal proceedings described in the Legal Proceedings section of this Form 10-K Report. While we believe that we have adopted appropriate risk management and compliance programs, the global and diverse nature of our operations, including operations of businesses we have recently acquired, means that legal and compliance risks will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time.

ITEM 3. LEGAL PROCEEDINGS


There are 15 lawsuits relating to pending mortgage loan repurchase claims in which WMC, our U.S. mortgage business that we sold in 2007, is a party. The adverse parties in these cases are securitization trustees or parties claiming to act on their behalf. While the alleged claims for relief vary from case to case, the complaints and counterclaims in these actions generally assert claims for breach of contract, indemnification, and/or declaratory judgment, and seek specific performance (repurchase) and/or monetary damages. Beginning in the fourth quarter 2013, WMC entered into settlements that reduced its exposure on claims asserted in certain securitizations, and the claim amounts reported herein reflect the effect of these settlements.
 
Five WMC cases are pending in the United States District Court for the District of Connecticut. Four of these cases were initiated in 2012, and one was initiated in the third quarter 2013. Deutsche Bank National Trust Company (Deutsche Bank) is the adverse party in four cases, and Law Debenture Trust Company of New York (Law Debenture) is the adverse party in one case. The Deutsche Bank complaints assert claims on approximately $4,300 million of mortgage loans and seek to recover damages in excess of approximately $1,800 million. The Law Debenture complaint asserts claims on approximately $800 million of mortgage loans, and alleges losses on these loans in excess of approximately $425 million. On March 31, 2014, the District Court denied WMC's motions to dismiss these cases.
 
Four WMC cases are pending in the United States District Court for the District of Minnesota against US Bank National Association (US Bank), one of which was initiated by WMC seeking declaratory judgment. Three of these cases were filed in 2012, and one was filed in 2011. The Minnesota cases involve claims on approximately $800 million of mortgage loans and do not specify the amount of damages sought. In September 2013, the District Court granted in part and denied in part WMC's motions to dismiss or for summary judgment in these cases.  On September 8, 2014, US Bank filed a petition for instructions in the administration of trusts in Minnesota state court seeking authorization and instruction for US Bank to implement the terms of a settlement agreement reached with WMC to compromise, settle, and release all claims arising out of the securitizations at issue in these four lawsuits. In February 2015, two bondholders filed objections to the proposed settlement, and in response the court has scheduled an evidentiary hearing for June 2015. In light of the state court action seeking approval of the proposed settlement, the District Court has entered orders on September 18, 2014 staying further proceedings in the four cases until April 15, 2015.

Four cases are pending against WMC in New York State Supreme Court, all of which were initiated by securitization trustees or securities administrators. These cases involve, in the aggregate, claims involving approximately $4,559 million of mortgage loans. One of these lawsuits was initiated by Deutsche Bank in the second quarter 2013 and names as defendants WMC and Barclays Bank PLC. It involves claims against WMC on approximately $1,000 million of mortgage loans and does not specify the amount of damages sought. The second case, in which the plaintiff is The Bank of New York Mellon (BNY), was initiated in the fourth quarter 2012 and names as defendants WMC, J.P. Morgan Mortgage Acquisition Corporation and JPMorgan Chase
 
 
 GECC 2014 FORM 10-K    14

 
PART II
 
 
Bank, N.A. BNY asserts claims on approximately $1,300 million of mortgage loans, and seeks to recover damages in excess of $650 million. The third case was initiated by BNY in November 2013 and names as defendants WMC, J.P. Morgan Mortgage Acquisition Corporation and JPMorgan Chase Bank, N.A. In this case, BNY asserts claims on approximately $1,300 million of mortgage loans, and seeks to recover damages in excess of $600 million.  The fourth case was filed in October 2014
and names as defendants WMC, J.P. Morgan Mortgage Acquisition Corporation and JPMorgan Chase Bank, N.A. The plaintiff, BNY, asserts claims on approximately $959 million of mortgage loans and seeks to recover damages in excess of $475 million.
 
Two cases are pending against WMC in the United States District Court for the Southern District of New York. One case, in which the plaintiff is BNY, was filed in the third quarter 2012. In the second quarter 2013, BNY filed an amended complaint in which it asserts claims on approximately $900 million of mortgage loans, and seeks to recover damages in excess of $378 million. In September 2013, the District Court denied WMC's motion to dismiss. On September 18, 2014, the District Court issued an order directing the parties to participate in settlement discussions before a private mediator or the assigned magistrate judge. Following this mediation, the parties reached a settlement in principle on the claims arising from a portion of the loans held in the trust (the "Group1" loans), and, as a result, on February 9, 2015 the District Court stayed the case as to these claims. The se cond case was initiated by the Federal Housing Finance Agency (FHFA), which filed a summons with notice in the fourth quarter 2012. In the second quarter 2013, Deutsche Bank, in its role as securitization trustee of the trust at issue in the case, intervened as a plaintiff and filed a complaint relating to approximately $1,300 million of loans and alleging losses in excess of approximately $100 million. In December 2013, the District Court issued an order denying WMC's motion to dismiss. In February 2015, the District Court on its own motion requested that the parties re-brief several issues raised by WMC's motion to dismiss.

 The amounts of the claims at issue in these cases (discussed above) reflect the purchase price or unpaid principal balances of the mortgage loans at issue at the time of purchase and do not give effect to pay downs, accrued interest or fees, or potential recoveries based upon the underlying collateral. All of the mortgage loans involved in these lawsuits are included in WMC's reported claims at December 31, 2014. See Note 2 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report for additional information.
 
 GECC 2014 FORM 10-K    15

PART II
 

 
ITEM 6. SELECTED FINANCIAL DATA


The following selected financial data should be read in conjunction with our financial statements and the related Notes to Consolidated Financial Statements.

(Dollars in millions)
2014
 
2013
 
2012
 
2011
 
2010
 
                               
Revenues
$
 42,725
 
$
 44,067
 
$
 45,364
 
$
 48,324
 
$
 49,163
 
Earnings from continuing operations
                             
    attributable to GECC
 
 7,341
   
 8,258
   
 7,345
   
 6,480
   
 3,083
 
Earnings (loss) from discontinued
                             
    operations, net of taxes attributable to GECC
 
 (107)
   
 (2,054)
   
 (1,130)
   
 30
   
 (928)
 
Net earnings attributable to GECC
 
7,234
   
6,204
   
6,215
   
6,510
   
2,155
 
Net earnings attributable to GECC common shareowner
 
6,912
   
5,906
   
6,092
   
6,510
   
2,155
 
Shareowners' equity
 
87,499
   
82,694
   
81,890
   
77,110
   
68,984
 
Short-term borrowings
 
68,780
   
77,298
   
95,940
   
136,333
   
118,797
 
Non-recourse borrowings of consolidated securitization entities
 
29,938
   
30,124
   
30,123
   
29,258
   
30,018
 
Bank deposits
 
62,839
   
53,361
   
46,200
   
42,848
   
37,141
 
Long-term borrowings
 
187,991
   
210,279
   
224,776
   
234,391
   
284,407
 
Return on average shareowners' equity(a)
 
8.60
%
 
9.90
%
 
9.06
%
 
9.57
%
 
5.72
%
Ratio of earnings to fixed charges
 
1.84
   
1.75
   
1.64
   
1.51
   
1.12
 
Ratio of debt to equity at GECC(b)
 
3.99:1
   
      4.49:1
   
      4.85:1
   
      5.74:1
   
      6.82:1
 
Financing receivables - net
 
237,018
   
253,029
   
268,161
   
288,106
   
310,941
 
Total assets
$
500,216
 
$
516,829
 
$
539,351
 
$
584,643
 
$
605,365
 
                               
(a)
Represents earnings from continuing operations before accounting changes divided by average total shareowners' equity, excluding effects of discontinued operations (on an annual basis, calculated using a five-point average). Average total shareowners' equity, excluding effects of discontinued operations, as of the end of each of the years in the five-year period ended December 31, 2014, is described in the Supplemental Information section in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K Report.
(b)
Ratios of 3.15:1, 3.58:1, 4.09:1, 4.75:1, and 5.95:1 for 2014, 2013, 2012, 2011 and 2010, respectively, net of liquidity. For purposes of these ratios, cash and debt balances have been adjusted to include amounts classified as assets and liabilities of businesses held for sale and discontinued operations.
 
 GECC 2014 FORM 10-K    16

PART II
 
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)


PRESENTATION

Throughout this MD&A, unless otherwise indicated, we refer to captions such as revenues and earnings from continuing operations attributable to General Electric Capital Corporation (GE Capital or GECC) simply as "revenues" and "earnings." Similarly, discussion of other matters in our consolidated financial statements relates to continuing operations unless otherwise indicated.

NON-GAAP MEASURES

In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial data 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 SEC rules. For such measures, we have provided supplemental explanations and reconciliations in the Supplemental Information section within the MD&A of this Form 10-K Report.

REFERENCES

The MD&A should be read in conjunction with the Financial Statements and Notes to the consolidated financial statements.



CONSOLIDATED RESULTS

EARNINGS

Our earnings decreased to $7.0 billion in 2014 as a result of the effects of dispositions, core decreases and lower gains, partially offset by lower impairments and lower provisions for losses on financing receivables and increased to $8.0 billion in 2013 as a result of the effects of dispositions and higher gains, partially offset by higher impairments and higher provisions for losses on financing receivables. GE Capital reduced its ending net investment (ENI), excluding liquidity, to $363 billion at December 31, 2014. As a result, we are a diversely funded and smaller, more focused finance company with strong positions in several commercial mid-market and consumer financing segments, which are described in the Segment Operations Section below.

We integrate acquisitions as quickly as possible. Only revenues and earnings from the date we complete the acquisition through the end of the following fourth quarter are attributed to such businesses. Overall, the effects of acquisitions increased revenues by an insignificant amount in 2014, and by $0.1 billion in both 2013 and 2012. The effects of acquisitions on net earnings were an insignificant amount in 2014, 2013 and in 2012. Dispositions also affected our ongoing results through lower revenues of $0.7 billion, an insignificant amount and $0.6 billion in 2014, 2013 and 2012, respectively. The effects of dispositions on net earnings were a decrease of $ 1.0 billion in 2014, an increase of $1.3 billion in 2013 and a decrease of $0.1 billion in 2012.
 
 GECC 2014 FORM 10-K    17

PART II
 
 

We have communicated our goal of reducing our ENI, excluding liquidity , most recently targeting a balance of less than $300 billion. ENI is a metric used to measure the total capital invested in the financial services business. To achieve this goal, we are more aggressively focusing our businesses on selective financial services products where we have deep domain experience, broad distribution, the ability to earn a consistent return on capital and are competitively advantaged, while managing our overall balance sheet size and risk. We have a strategy of exiting those businesses that are deemed to be non- strategic or that are underperforming. We have completed a number of dispositions in our businesses in the past and will continue to evaluate options going forward.

Accordingly, in the short-term, as we reduce our ENI through exiting non-core businesses, the overall level of our net earnings may be reduced, which potentially could include impairments, restructurings and other non-cash charges. However, over the long-term, we believe that this strategy will improve our long-term performance through higher returns as we will have a larger concentration of assets in our core businesses, as opposed to the underperforming or non-strategic assets we will be exiting; reduce liquidity risk as we pay down outstanding debt and diversify our sources of funding (with less reliance on the global commercial paper markets and an increase in alternative sources of funding such as deposits); and reduce capital requirements while strengthening capital ratios. Additional information about our liquidity and how we manage this risk can be found in the Financial Resources and Liquidity section in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K Report.

SIGNIFICANT DEVELOPMENTS IN 2014

Milestone Aviation On January 30, 2015, GECAS acquired Milestone Aviation Group, a helicopter leasing business, for approximately $1.8 billion.
Budapest Bank – During the fourth quarter of 2014, we signed an agreement to sell our consumer finance business Budapest Bank to Hungary's government.
GEMB – Nordic – During the fourth quarter of 2014, we completed the sale of GE Money Bank AB, our consumer finance business in Sweden, Denmark and Norway (GEMB – Nordic) to Santander for proceeds of $2.3 billion.
Synchrony Financial On August 5, 2014, we completed the initial public offering (IPO) of our North American Retail Finance business, Synchrony Financial, as a first step in a planned, staged exit from that business.  Synchrony Financial closed the IPO of 125 million shares of common stock at a price to the public of $23.00 per share and on September 3, 2014, Synchrony Financial issued an additional 3.5 million shares of common stock pursuant to an option granted to the underwriters in the IPO (Underwriters' Option).  We received net proceeds from the IPO and the Underwriters' Option of $2.8 billion, which remain at Synchrony Financial. Following the closing of the IPO and the Underwriters' Option, we currently own approximately 85% of Synchrony Financial and as a result, GECC continues to consolidate the business. The 15% is presented as noncontrolling interests. In addition, in August 2014, Synchrony Financial completed issuances of $3.6 billion of senior unsecured debt with maturities up to 10 years and $8.0 billion of unsecured term loans maturing in 2019, and in October 2014 completed issuances of $0.8 billion unsecured term loans maturing in 2019   under the New Bank Term Loan Facility with third party lenders. Subsequent to December 31, 2014 through February 13, 2015, Synchrony Financial issued an additional $1.0 billion of senior unsecured debt maturing in 2020.
We are targeting to complete our exit from Synchrony Financial through a split-off transaction, by making a tax-free distribution of our remaining interest in Synchrony Financial to electing GE stockholders in exchange for shares of GE's common stock. The split-off transaction would be subject to obtaining required bank regulatory approvals. We may also decide to exit by selling or otherwise distributing or disposing of all or a portion of our remaining interest in the Synchrony Financial shares.
 
 GECC 2014 FORM 10-K    18

PART II
 
 

OTHER CONSOLIDATED INFORMATION

INTEREST

Interest on borrowings amounted to $8.4 billion, $9.3 billion and $11.6 billion in 2014, 2013 and 2012, respectively. Average borrowings declined from 2013 to 2014 and from 2012 to 2013, in line with changes in average assets. Interest rates have decreased over the three-year period primarily attributable to declining global benchmark interest rates. Our average borrowings were $364.4 billion, $379.5 billion and $420.0 billion in 2014, 2013 and 2012, respectively. Our average composite effective interest rate was 2.3% in 2014, 2.4% in 2013 and 2.8% in 2012. In 2014, our average assets of $507.2 billion were 3.0% lower than in 2013, which in turn were 7% lower than in 2012. See the Liquidity and Borrowings section in this item for a discussion of liquidity, borrowings and interest rate risk management.

INCOME TAXES

Income taxes have a significant effect on our net earnings. As a global commercial enterprise, our tax rates are affected by many factors, including our global mix of earnings, the extent to which those global earnings are indefinitely reinvested outside the United States, legislation, acquisitions, dispositions and tax characteristics of our income. Our tax rates are also affected by tax incentives introduced in the U.S. and other countries to encourage and support certain types of activity. Our tax returns are routinely audited and settlements of issues raised in these audits sometimes affect our tax provisions.

GE and GECC file a consolidated U.S. federal income tax return. This enables GE to use GECC tax deductions and credits to reduce the tax that otherwise would have been payable by GE. The GECC effective tax rate for each period reflects the benefit of these tax reductions in the consolidated return. GE makes cash payments to GECC for these tax reductions at the time GE's tax payments are due.

(Dollars in billions)
 
2014
   
2013
   
2012
 
                   
Effective tax rate (ETR)
 
 1.8
%
 
 (13.6)
%
 
 6.6
%
(Benefit) provision for income taxes
$
 0.1
 
$
 (1.0)
 
$
 0.5
 
                   

2014 – 2013 COMMENTARY

The increase in GECC provision for income taxes of $1.1 billion was primarily attributable to the absence of the significant tax benefit related to the 2013 sale of a portion of Cembra ($1.0 billion).
The income tax provision also increased due to decreased benefits from lower-taxed global operations including the absence of the 2013 benefits from enactment, discussed below, of the extension of the U.S. tax provision deferring tax on active financial services income ($0.6 billion).
The increase also reflects higher income taxed at rates above the average rate ($0.1 billion).
The items increasing the income tax provision were partially offset by the benefits from the tax efficient disposition of GEMB-Nordic ($0.3 billion), which is reported in the caption "Tax on global activities including exports" in the effective tax rate reconciliation in Note 10 to the consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K Report.
 
 GECC 2014 FORM 10-K    19

PART II
 

2013 –2012 COMMENTARY

The decrease in GECC provision for income taxes of $1.5 billion was primarily attributable to Increased benefits from lower-taxed global operations ($1.7 billion), including the significant tax benefit related to the sale of a portion of Cembra ($1.0 billion), and the 2013 tax benefits related to the extension of the U.S. tax provision deferring tax on active financial services income ($0.3 billion).
The income tax provision was also lower due to benefit from the resolution of the Internal Revenue Service (IRS) audit of the 2008-2009 tax years and items for other years ($0.1 billion), which is reported partially in the caption "Tax on global activities including exports" and partially in the caption "All other-net" in the effective tax rate reconciliation in Note 10 to the consolidated financial statements in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K Report.
The items lowering the expense were partially offset by the absence of the 2012 benefit attributable to the high tax basis in the entity sold in the Business Property disposition ($0.3 billion).

On January 2, 2013 the American Taxpayer Relief Act of 2012 was enacted and the law extended several provisions, including a two-year extension of the U.S. tax provision deferring tax on active financial services income retroactive to January 1, 2012. Under accounting rules, a tax law change is taken into account in calculating the income tax provision in the period enacted. Because the extension was enacted into law 2013, tax expense for 2013 reflected retroactive extension of the previously expired provisions. On December 19, 2014, the Tax Increase Prevention Act of 2014 further extended several provisions including a one year extension of the U.S. tax provision deferring taxes on active financial services income retroactive to January 1, 2014.

BENEFITS FROM GLOBAL OPERATIONS

Our effective income tax rate is lower than the U.S. statutory rate primarily because of benefits from lower-taxed global operations, including the use of global funding structures. There is a tax benefit from global operations as non-U.S. income is subject to local country tax rates that are significantly below the 35% U.S. statutory rate. These non-U.S. earnings have been indefinitely reinvested outside the U.S. and are not subject to current U.S. income tax. The rate of tax on our indefinitely reinvested non-U.S. earnings is below the 35% U.S. statutory rate because we have significant business operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate and because GECC funds the majority of its non-U.S. operations through foreign companies that are subject to low foreign taxes. The most significant portion of these benefits depends on the provision of U.S. law deferring the tax on active financial services income, which, as discussed below, is subject to expiration. A substantial portion of the remaining benefit related to business operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate is derived from our GECAS aircraft leasing operations located in Ireland. No other operation in any one country accounts for a material portion of the remaining balance of the benefit.

We expect our ability to benefit from non-U.S. income taxed at less than the U.S. rate to continue subject to changes in U.S. or foreign law, including the expiration of the U.S. tax law provision deferring tax on active financial services income, as discussed in Note 10 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report. In addition, since this benefit depends on management's intention to indefinitely reinvest amounts outside the U.S., our tax provision will increase to the extent we no longer indefinitely reinvest foreign earnings.
 

BENEFITS FROM LOWER-TAXED GLOBAL OPERATIONS
                 
(In billions)
 
2014
   
2013
   
2012
                 
Benefit of lower foreign tax rate on indefinitely reinvested non-U.S. earnings
$
 1.5
 
$
 2.1
 
$
 0.9
Other
 
 0.3
   
 1.2
   
 0.6
Total
$
 1.8
 
$
 3.3
 
$
 1.5
                 

 
 GECC 2014 FORM 10-K   20

PART II
 
 
 
2014 – 2013 COMMENTARY

The benefit was lower in 2014 as compared to 2013 principally because of the absence of realization of tax benefits related to the sale in 2013 of a portion of Cembra, lower realization of benefits for prior year losses and the absence of the resolution of the IRS audit of 2008-2009 for items related to global operations. The items lowering the benefit were partially offset by benefits from disposition of GEMB-Nordic.

2013 – 2012 COMMENTARY

The benefit was higher in 2013 as compared to 2012 principally because of the realization of benefits related to the sale of a portion of Cembra, the realization of benefits for prior-year losses, and the resolution of the IRS audit of the 2008-2009 for items related to global operations.

OTHER INFORMATION

The tax benefit from non-U.S. income taxed at a local country rather than the U.S. statutory tax rate is reported in the caption "Tax on global activities including export" in the effective tax rate reconciliation in Note 10 to the consolidated financial statements of this Form 10-K Report.

A more detailed analysis of differences between the U.S. federal statutory rate and the consolidated effective tax rate, as well as other information about our income tax provisions, is provided in the "Critical Accounting Estimates" section and Note 10 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 
 GECC 2014 FORM 10-K    21

PART II
 
 
SEGMENT OPERATIONS

Operating segments comprise our five segments focused on the broad markets they serve: Commercial Lending and Leasing (CLL), Consumer, Real Estate, Energy Financial Services and GE Capital Aviation Services (GECAS). The Chairman allocates resources to, and assesses the performance of, these five businesses. In addition to providing information on segments in their entirety, we have also provided supplemental information for the geographic regions within the CLL segment.

Corporate items and eliminations include unallocated Treasury and Tax operations; Trinity, a group of sponsored special purpose entities; certain consolidated liquidating securitization entities; the effects of eliminating transactions between operating segments; results of our run-off insurance operations remaining in continuing operations attributable to GECC; unallocated corporate costs; certain non-allocated amounts determined by the Chairman; and a variety of sundry items. Corporate items and eliminations is not an operating segment. Rather, it is added to operating segment totals to reconcile to consolidated totals on the financial statements.

Segment profit is determined based on internal performance measures used by the Chairman to assess the performance of each business in a given period. In connection with that assessment, the Chairman may exclude matters such as charges for restructuring; rationalization and other similar expenses; acquisition costs and other related charges; technology and product development costs; certain gains and losses from acquisitions or dispositions; and litigation settlements or other charges, for which responsibility preceded the current management team.

Segment profit excludes results reported as discontinued operations, the portion of earnings attributable to noncontrolling interests of consolidated subsidiaries, GECC preferred stock dividends declared and accounting changes. Segment profit, which we sometimes refer to as "net earnings", includes interest and income taxes. GE allocates certain corporate costs to its segments based on an estimate of expected benefit to the respective segment relative to total GE. Factors considered in the determination of relative benefit include a segment's direct costs and number of employees compared to the total direct costs and number of employees for all segments .

We have reclassified certain prior-period amounts to conform to the current-period presentation. For additional information about our segments, see Part I, Item 1. "Business" and Note 20 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 
 GECC 2014 FORM 10-K    22

PART II
 

SUMMARY OF OPERATING SEGMENTS
                 
(In millions)
2014
 
2013
 
2012
                 
Revenues
               
CLL
$
 14,630
 
$
 14,316
 
$
 16,458
Consumer
 
 15,023
   
 15,741
   
 15,303
Real Estate
 
 2,969
   
 3,915
   
 3,654
Energy Financial Services
 
 1,697
   
 1,526
   
 1,508
GECAS
 
 5,242
   
 5,346
   
 5,294
    Total segment revenues
 
 39,561
   
 40,844
   
 42,217
GECC corporate items and eliminations
 
 3,164
   
 3,223
   
 3,147
Total revenues
$
 42,725
 
$
 44,067
 
$
 45,364
                 
Segment profit (loss)
               
CLL
$
 2,271
 
$
 1,965
 
$
 2,401
Consumer
 
 3,016
   
 4,319
   
 3,207
Real Estate
 
 1,002
   
 1,717
   
 803
Energy Financial Services
 
 401
   
 410
   
 432
GECAS
 
 1,046
   
 896
   
 1,220
    Total segment profit
 
 7,736
   
 9,307
   
 8,063
GECC corporate items and eliminations
 
 (395)
   
 (1,049)
   
 (718)
Earnings from continuing operations attributable to GECC
 
 7,341
   
 8,258
   
 7,345
Preferred stock dividends declared
 
 (322)
   
 (298)
   
 (123)
Earnings from continuing operations attributable to GECC common shareowner
 
 7,019
   
 7,960
   
 7,222
Earnings (loss) from discontinued operations, net of taxes
 
 (107)
   
 (2,054)
   
 (1,130)
Net earnings attributable to GECC common shareowner
$
 6,912
 
$
 5,906
 
$
 6,092
                 

December 31 (In millions)
2014
 
2013
   
                 
Assets
               
   CLL
$
 172,380
 
$
 174,357
     
   Consumer
 
 135,987
   
 132,236
     
   Real Estate
 
 34,371
   
 38,744
     
   Energy Financial Services
 
 15,467
   
 16,203
     
   GECAS
 
 42,625
   
 45,876
     
   GECC Corporate items and eliminations
 
 99,386
   
 109,413
     
Total Assets
$
 500,216
 
$
 516,829
     
                 
ADDITIONAL INFORMATION - GEOGRAPHIC OPERATIONS OF CLL
                     
(In millions)
   
2014
 
2013
 
2012
                     
Revenues
                   
    Americas
   
$
9,678
 
$
9,391
 
$
10,976
    International(a)
     
4,999
   
4,926
   
5,396
    Other
     
(47)
   
(1)
   
86
                     
Segment profit
                   
    Americas
   
$
1,790
 
$
1,594
 
$
2,171
    International(a)
     
702
   
544
   
393
    Other
     
(221)
   
(173)
   
(163)
                     

               
December 31 (In millions)
   
2014
 
2013
   
                     
Total assets
                   
    Americas
   
$
108,424
 
$
105,496
     
    International(a)
     
59,654
   
64,557
     
    Other
     
4,302
   
4,304
     
                     
(a)
During the first quarter of 2014, we combined our CLL Europe and CLL Asia portfolios into CLL International. Prior-period amounts were reclassified to conform to the current period presentation.
 
 GECC 2014 FORM 10-K    23

PART II
 
 

COMMERCIAL LENDING AND LEASING

CLL 2014 revenues increased by $0.3 billion, or 2%, as a result of lower impairments ($0.8 billion), partially offset by organic revenue declines ($0.3 billion) and the effects of dispositions ($0.2 billion).

CLL 2014 net earnings increased by $0.3 billion, or 16%, reflecting lower impairments ($0.7 billion) and lower provisions for losses on financing receivables ($0.2 billion), partially offset by core decreases ($0.4 billion) and the effects of dispositions ($0.2 billion).

CLL 2013 revenues decreased by $2.1 billion, or 13%, as a result of organic revenue declines ($1.2 billion), primarily due to lower ENI ($0.8 billion), higher impairments ($0.7 billion) and the effects of dispositions ($0.1 billion).

CLL 2013 net earnings decreased by $0.4 billion, or 18%, reflecting higher impairments ($0.6 billion), partially offset by the effects of dispositions ($0.1 billion).

CONSUMER

Consumer 2014 revenues decreased by $0.7 billion, or 5%, as a result of lower gains ($0.6 billion) and the effects of dispositions ($0.3 billion), partially offset by organic revenue growth ($0.2 billion) and lower impairments ($0.1 billion).

Consumer 2014 net earnings decreased by $1.3 billion, or 30%, as a result of the effects of dispositions ($0.8 billion) reflecting the 2013 sale of a portion of Cembra and the 2014 sale of GEMB-Nordic , core decreases ($0.5 billion) and lower gains ($0.4 billion) reflecting the 2013 sale of our remaining equity interest in Bay Bank , partially offset by higher provisions for losses on financing receivables ($0.3 billion) and lower impairments ($0.1 billion).


Consumer 2013 revenues increased by $0.4 billion, or 3%, as a result of higher gains ($0.5 billion), the effects of dispositions ($0.3 billion) and the effects of acquisitions ($0.1 billion), partially offset by organic revenue declines ($0.4 billion).

Consumer 2013 net earnings increased by $1.1 billion, or 35%, as a result of the sale of a portion of Cembra ($1.2 billion), higher gains ($0.3 billion) related to the sale of Bay Bank and core increases ($0.1 billion). These increases were partially offset by higher provisions for losses on financing receivables ($0.5 billion) reflecting the use of a more granular portfolio segmentation approach, by loss type, in determining the incurred loss period and projected net write-offs over the next 12 months in our installment and revolving credit portfolios .

REAL ESTATE


Real Estate 2014 revenues decreased by $0.9 billion, or 24%, as a result of decreases in net gains on property sales ($0.6 billion) mainly due to the 2013 sale of real estate comprising certain floors located at 30 Rockefeller Center, New York, organic revenue declines ($0.2 billion) and higher impairments ($0.1 billion).

Real Estate 2014 net earnings decreased by $0.7 billion, or 42%, as a result of core decreases ($0.7 billion) including lower tax benefits ($0.4 billion) and lower gains on property sales ($0.3 billion).

Real Estate 2013 revenues increased by $0.3 billion, or 7%, as a result of increases in net gains on property sales ($1.1 billion) mainly due to the sale of real estate comprising certain floors located at 30 Rockefeller Center, New York, partially offset by organic revenue declines ($0.7 billion), primarily due to lower ENI ($0.6 billion).

Real Estate 2013 net earnings increased favorably as a result of core increases ($0.9 billion) including increases in net gains on property sales ($0.7 billion) and higher tax benefits ($0.3 billion).
 
 GECC 2014 FORM 10-K    24

PART II
 
 
ENERGY FINANCIAL SERVICES

Energy Financial Services 2014 revenues increased by $0.2 billion, or 11%, as a result of organic revenue growth ($0.4 billion) and higher gains ($0.1 billion), partially offset by the effects of dispositions ($0.2 billion) and higher impairments ($0.2 billion).

Energy Financial Services 2014 net earnings decreased slightly as a result of higher impairments ($0.1 billion) and the effects of dispositions ($0.1 billion) offset by core increases ($0.1 billion) and higher gains ($0.1 billion).

Energy Financial Services 2013 revenues increased slightly, or 1%, as a result of dispositions ($0.1 billion) and organic revenue growth ($0.1 billion), partially offset by lower gains ($0.1 billion) and higher impairments.

Energy Financial Services 2013 net earnings decreased slightly, or 5%, as a result of lower gains ($0.1 billion), partially offset by core increases and dispositions.

GECAS

GECAS 2014 revenues decreased by $0.1 billion, or 2%, as a result of organic revenue declines ($0.2 billion), partially offset by higher gains ($0.1 billion).

GECAS 2014 net earnings increased by $0.2 billion, or 17%, as a result of lower equipment leased to others (ELTO) impairments ($0.2 billion) related to our operating lease portfolio of commercial aircraft, and higher gains, partially offset by core decreases ($0.1 billion).

GECAS 2013 revenues increased by $0.1 billion, or 1%, as a result of lower finance lease impairments and higher gains.

GECAS 2013 net earnings decreased by $0.3 billion, or 27%, as a result of ELTO impairments ($0.3 billion) related to our operating lease portfolio of commercial aircraft, and core decreases, partially offset by higher gains.


CORPORATE ITEMS AND ELIMINATIONS

Corporate items and eliminations included $0.2 billion of Treasury operation income, and $0.1 billion and $0.2 billion of Treasury operation expenses for 2014, 2013, and 2012, respectively. These Treasury results were primarily related to derivative activities that reduce or eliminate interest rate, currency or market risk between financial assets and liabilities.

Corporate items and eliminations included $0.4 billion of net unallocated tax benefits for 2014, and $0.1 billion of net unallocated tax expenses for both 2013 and 2012.

Corporate items and eliminations included $0.5 billion, $0.3 billion and $0.2 billion of corporate headquarters expenses for 2014, 2013 and 2012, respectively, encompassing executive staff and functional support to our businesses, not least of which is building the capabilities to meet heightened regulatory expectations.

Certain amounts included in corporate items and eliminations are not allocated to the five operating businesses because they are excluded from the measurement of their operating performance for internal purposes. Unallocated costs included $0.1 billion, $0.2 billion and $0.1 billion for 2014, 2013, and 2012, respectively, primarily related to restructuring, rationalization and other charges.
 
 GECC 2014 FORM 10-K    25

PART II
 

DISCONTINUED OPERATIONS

Discontinued operations primarily comprises GE Money Japan (our Japanese personal loan business, Lake, and our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd.), our U.S. mortgage business (WMC), our CLL trailer services business in Europe (CLL Trailer Services), our Consumer banking business in Russia (Consumer Russia) and our Consumer mortgage lending business in Ireland (Consumer Ireland). All of these operations were previously reported in the GE Capital segment.

Associated results of operations, financial position and cash flows are separately reported as discontinued operations for all periods presented.

FINANCIAL INFORMATION FOR DISCONTINUED OPERATIONS
                 
(In millions)
2014
 
2013
 
2012
                 
Earnings (loss) from discontinued operations, net of taxes
$
 (107)
 
$
 (2,054)
 
$
 (1,130)
                 

The 2014 loss from discontinued operations, net of taxes, primarily reflected the following:
$0.2 billion after-tax effect of incremental reserves related to retained representation and warranty obligations to repurchase previously sold loans on the 2007 sale of WMC.
2014 losses were partially offset by a $0.1 billion tax benefit related to the extinguishment of our loss-sharing arrangement for excess interest claims associated with the 2008 sale of GE Money Japan.

The 2013 loss from discontinued operations, net of taxes, primarily reflected the following:
$1.6 billion after-tax effect of incremental reserves, primarily related to an agreement to extinguish our loss-sharing arrangement for excess interest claims associated with the 2008 sale of GE Money Japan,
$0.2 billion after-tax effect of incremental reserves related to retained representation and warranty obligations to repurchase previously sold loans on the 2007 sale of WMC and
$0.2 billion after-tax loss on the planned disposal of Consumer Russia.

The 2012 loss from discontinued operations, net of taxes, primarily reflected the following:
$0.6 billion after-tax effect of incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan,
$0.3 billion after-tax effect of incremental reserves related to retained representation and warranty obligations to repurchase previously sold loans on the 2007 sale of WMC and
$0.2 billion loss (including a $0.1 billion loss on disposal) related to Consumer Ireland.

For additional information related to discontinued operations, see Note 2 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 
 GECC 2014 FORM 10-K    26

PART II
 
 

GEOGRAPHIC DATA

Our global activities span all geographic regions and primarily encompass leasing of aircraft and provision of financial services within these regional economies. Thus, when countries or regions experience currency and/or economic stress, we often have increased exposure to certain risks, but also often have new opportunities that include, among other things, expansion of our activities through purchases of companies or assets at reduced prices and lower U.S. debt financing costs.

Financial results of our non-U.S. activities reported in U.S. dollars are affected by currency exchange. We use a number of techniques to manage the effects of currency exchange, including selective borrowings in local currencies and selective hedging of significant cross-currency transactions. Such principal currencies are the euro, the Australian dollar, the pound sterling and the Japanese yen.

REVENUES

Revenues are classified according to the region to which products and services are sold. For purposes of this analysis, the U.S. is presented separately from the remainder of the Americas.

GEOGRAPHIC REVENUES
                 
(Dollars in billions)
2014
 
2013
 
2012
                 
U.S.
$
 26.2
 
$
 25.7
 
$
 26.4
Non-U.S.
               
   Europe
 
 8.3
   
 8.8
   
 9.1
   Asia
 
 5.3
   
 6.1
   
 6.3
   Americas
 
 2.2
   
 2.7
   
 2.8
   Middle East and Africa
 
 0.8
   
 0.8
   
 0.8
   Total Non-U.S.
 
 16.6
   
 18.4
   
 19.0
Total
$
 42.8
 
$
 44.1
 
$
 45.4
                 
Non-U.S. Revenues as a % of Consolidated Revenues
 
39%
   
42%
   
42%
                 

The decreases in non-U.S. revenues in 2014 and 2013 were primarily a result of decreases in Asia and Europe, respectively. Non-U.S. revenues as a percentage of total revenues were 39% in 2014, and 42% in both 2013 and 2012.

The effects of currency fluctuations on reported results were as follows:
Decreased revenues by $0.3 billion in 2014, primarily driven by the Australian dollar ($0.1 billion), Japanese yen ($0.1 billion), and Canadian dollar ($0.1 billion).
Decreased revenues by $0.2 billion in 2013, primarily driven by the Japanese yen ($0.2 billion).
Decreased revenues by $0.7 billion in 2012, primarily driven by the euro ($0.3 billion), Polish zloty ($0.1 billion), Hungarian forint ($0.1 billion) and Czech koruna ($0.1 billion).

The effects of foreign currency fluctuations on earnings were minimal, with no single currency having a significant impact.
 
 GECC 2014 FORM 10-K    27

PART II
 

ASSETS

We classify certain assets that cannot meaningfully be associated with specific geographic areas as "Other Global" for this purpose.

TOTAL ASSETS (CONTINUING OPERATIONS)
             
December 31 (In billions)
2014
 
2013
             
U.S.
$
 273.8
   $
 260.3
Non-U.S.
         
 
Europe
 
 127.4
   
 142.5
 
Asia
 
 35.4
   
 42.2
 
Americas
 
 19.3
   
 24.0
 
Other Global
 
 43.1
   
 45.5
 
Total Non-U.S.
 
 225.2
   
 254.2
Total
$
 499.0
 
$
 514.5
             

The decrease in total assets of non-U.S. operations on a continuing basis reflected declines in Europe, Asia and Americas due to the strengthening of the U.S. dollar against most major currencies, primarily the euro, the pound sterling and the Japanese yen and dispositions at various businesses.
 GECC 2014 FORM 10-K    28

PART II
 

RISK MANAGEMENT
 GECC 2014 FORM 10-K    29

PART II
 
 

A disciplined approach to risk is important in a diversified organization like ours in order to ensure that we are executing according to our strategic objectives and that we only accept risk for which we are adequately compensated. We evaluate risk at the individual transaction level, and evaluate aggregated risk at the customer, industry, geographic and collateral-type levels, where appropriate.

RESPONSIBILITIES

GE BOARD OF DIRECTORS

The GE Board of Directors (Board) has oversight for risk management with a focus on the most significant risks facing the Company, including strategic, operational, financial and legal and compliance risks. At the end of each year, management and the Board jointly develop a list of major risks that GE plans to prioritize in the next year. Throughout the year, the Board and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. Strategic, operational and reputational risks are presented and discussed in the context of the CEO's report on operations to the Board at regularly scheduled Board meetings and at presentations to the Board and its committees by the vice chairmen, GE and GECC Chief Risk Officers (CROs), general counsel and other employees.

COMMITTEES

The Board has delegated responsibility for the oversight of specific risks to Board committees as follows:

THE AUDIT COMMITTEE   oversees GE's and GE Capital's policies and processes relating to the financial statements, the financial reporting process, compliance and auditing. The Audit Committee, in coordination with the GE Risk Committee, discusses with management the Company's risk assessment and risk management practices and, when reviewing and approving the annual audit plan for the internal audit functions, prioritizes audit focus areas based on their potential risk to the Company. The Audit Committee oversees the Company's cybersecurity program and related risks and monitors ongoing compliance issues and matters. The Audit Committee jointly meets with the GECC Board once a year, which is in addition to an annual joint meeting of the GE Risk Committee and Audit Committee.

THE GOVERNANCE & PUBLIC AFFAIRS COMMITTEE   oversees risk related to the Company's governance structure and processes and risks arising from related-person transactions, reviews and discusses with management risks related to GE's public policy initiatives and activities, and monitors the Company's environmental, health and safety compliance and related risks.

THE MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE oversees the risk management associated with management resources, structure, succession planning, management development and selection processes, and includes separate reviews of incentive compensation arrangements at GE and GE Capital to confirm that incentive pay does not encourage unnecessary and excessive risk taking and to review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and senior executive compensation. The Management Development and Compensation Committee also incentivizes leaders to improve the Company's competitive position.

THE SCIENCE & TECHNOLOGY COMMITTEE   oversees the direction and effectiveness of the company's R&D operations. They also review the company's technology and innovation strategies and approaches, including the impact on the company's performance, growth and competitive position. The Science & Technology Committee assist the Board in overseeing GE's investments and initiatives in science, technology and software. In addition, they review science and technology trends that could significantly affect the company and the industries in which it operates.
 GECC 2014 FORM 10-K   30

PART II
 
 
THE GE RISK COMMITTEE   oversees risks related to GE Capital and jointly meets throughout the year with the GECC Board of Directors (GECC Board). The GE Risk Committee also oversees the Company's most critical enterprise risks and how management is mitigating these risks. These risks may be discussed during Risk Committee meetings, as well as full Board updates, Audit Committee updates, and/or during Director business visits.

SENIOR MANAGEMENT

The GE Board's risk oversight process builds upon management's risk assessment and mitigation processes, which include standardized reviews of long-term strategic and operational planning; executive development and evaluation; code of conduct compliance under the Company's The Spirit & The Letter; regulatory compliance; health, safety and environmental compliance; financial reporting and controllership; and information technology and security. A vice-chairman of GE and GE's CRO are responsible for overseeing and coordinating risk assessment and mitigation on an enterprise-wide basis. They lead the Corporate Risk Function and are responsible for the identification of key business risks, providing for appropriate management of these risks within GE Board guidelines, and enforcement through policies and procedures.

OPERATING REVIEWS

CORPORATE AUDIT STAFF & GE CAPITAL AUDIT are responsible for reviewing the governance, processes, controls and accuracy of GE's and GE Capital's financial and compliance reporting.

POLICY COMPLIANCE REVIEW BOARD   is a management-level committee that further assists in assessing and mitigating risk. The Policy Compliance Review Board, which conducted 9 compliance operating reviews and met 3 times in 2014, is chaired by the Company's general counsel and includes the Chief Financial Officer and other senior-level functional leaders. It has principal responsibility for monitoring compliance matters across the Company.

GE BLUEPRINT REVIEWS are integrated business planning reviews across GE that evaluate strategic objectives, operating and organizational performance, and enterprise risks.   Blueprint reviews are held at least 4 times per year and include the most senior GE business leaders.

GE CAPITAL ENTERPRISE RISK MANAGEMENT COMMITTEE   oversees the implementation of GE Capital's risk appetite, and senior management's establishment of appropriate systems to ensure enterprise risks are effectively identified, measured, monitored, and controlled. Additional information on GE Capital's Enterprise Risk Management Committee can be found in the GE Capital Risk Management and Mitigation section below.

RISK MANAGERS

Risk assessment and risk management are the responsibility of management and are carried out through risk managers who are operationally integrated into each of our businesses. These risk managers have acquired deep domain expertise through their long careers and proximity to the business' operations and core processes. Both risk managers and the business leadership teams have specific, enterprise risk focused goals and objectives that are aligned with our overall risk framework.

RISK MITIGATION & COMMUNCIATION

Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated to the CRO. These risks are discussed and responsibility for them is assigned to the business or functional leader most suited to manage the risk in connection with the quarterly operating reviews. Assigned owners are required to continually monitor, evaluate and report on risks for which they bear responsibility. Enterprise risk leaders within each business and corporate function are responsible to present to the CRO risk assessments and key risks at least annually. We have general response strategies for managing risks, which categorize risks according to whether the Company will avoid,
 GECC 2014 FORM 10-K    31

PART II
 

transfer, reduce or accept the risk. These response strategies are tailored to ensure that risks are within acceptable GE Board general guidelines.

Depending on the nature of the risk involved and the particular business or function affected, we use a wide variety of risk mitigation strategies, including delegation of authorities, standardized processes and strategic planning reviews, operating reviews, insurance, and hedging. As a matter of policy, we generally hedge the risk of fluctuations in foreign currency exchange rates, interest rates and commodity prices. Our service businesses employ a comprehensive tollgate process leading up to and through the execution of a contractual service agreement to mitigate legal, financial and operational risks. Furthermore, we centrally manage some risks by purchasing insurance, the amount of which is determined by balancing the
level of risk retained or assumed with the cost of transferring risk to others. We manage the risk of fluctuations in economic activity and customer demand by monitoring industry dynamics and responding accordingly, including by adjusting capacity, implementing cost reductions and engaging in mergers, acquisitions and dispositions.

GE CAPITAL RISK MANAGEMENT & MITIGATION

GE Capital acknowledges risk-taking as a fundamental characteristic of providing financial services. It is inherent to its business and arises in lending, leasing and investment transactions undertaken by GE Capital.

GE Capital's philosophy is to have a strong culture of risk management, combined with a sound risk framework that effectively supports appropriate risk awareness, behaviors and sound risk-based decision making. GE Capital recognizes that effective and comprehensive risk management must include three distinct lines of defense including Business Units, Corporate Risk Management and Internal Audit.

Business Units own and manage risk as a first line of defense with deep risk expertise. The GECC Corporate Risk Management function provides independent oversight and challenge as a second line of defense. Those responsible for risk management activities across GECC, including staff in both the first and second lines of defense, are referred to collectively as "global risk management." The senior risk professionals have, on average, over 30 years of experience. Internal Audit provides the third line of defense.

Corporate Risk Management leverages the risk infrastructure in each of our Business Units, which have adopted an approach that corresponds to GE Capital's overall risk policies, guidelines and review mechanisms. GE Capital's risk infrastructure is designed to manage all risks relevant to its business environment, which if materialized, could prevent GE Capital from achieving its risk objectives and/or result in losses. These risks are defined as GE Capital's Enterprise Risk Universe, which includes the following risks: strategic, liquidity, credit and investment, market, compliance and operational (including financial, information technology, human resources and legal). Reputational risk is considered and managed across each of the categories.

GE Capital continues to make significant investments to enhance its risk management infrastructure and processes consistent with heightened supervisory expectation befitting a nonbank SIFI. As a result, GE Capital is executing on strategic programs and an extensive number of deliverables to improve data and reporting systems, risk and governance processes, and other large scale, critical initiatives including capital planning, models, valuations and regulatory reporting. During 2014, GE Capital increased the number of risk professionals by 12%.

The GE Risk Committee and GECC Board oversee GE Capital's risk appetite, risk assessment and management processes.

The GE Risk Committee and the GECC Board oversee the GE Capital risk management framework, with the GECC Board approving all significant acquisitions and dispositions as well as significant borrowings and investments. The GE Risk Committee and the GECC Board exercise oversight of investment activities in the Business Units through delegations of authority. All participants in the GE Capital risk management process must comply with approval limits established by the GE Risk Committee and the GECC Board.
 GECC 2014 FORM 10-K    32

PART II
 
 
The Enterprise Risk Management Committee (ERMC), which comprises the most senior leaders in GE Capital as well as the GE CRO, oversees the implementation of GE Capital's risk appetite, and senior management's establishment of appropriate systems (including policies, procedures, and management committees) to ensure enterprise risks are effectively identified, measured, monitored, and controlled. The ERMC has delegated management of specific risks to various sub-committees, including the Operational Risk Management Committee, Asset-Liability Committee, Capital Planning Committee, Allowance and Valuation Risk Committee, Credit Risk Committee and Compliance Committee. A similar committee structure, where appropriate, is replicated at the Business Unit level

Key risk management policies are approved by the GECC Board and the GE Risk Committee at least annually. GE Capital senior management meets with the GE Risk Committee and the GECC Board throughout the year. At these meetings, GE Capital senior management focuses on the risk issues, strategy and governance of the business.

GE Capital's Corporate Risk function, in consultation with the ERMC, updates the Enterprise Risk Appetite Statement annually. This document articulates the enterprise risk objectives, its key universe of risks and the supporting limit structure. GE Capital's risk appetite is determined relative to its desired risk objectives, including, but not limited to, credit ratings, capital levels, liquidity management, regulatory assessments, earnings, dividends and compliance. GE Capital determines its risk appetite through consideration of portfolio analytics, including stress testing and economic capital measurement, experience and judgment of senior risk officers, current portfolio levels, strategic planning, and regulatory and rating agency expectations.

The Enterprise Risk Appetite Statement is presented to the GECC Board and the GE Risk Committee for review and approval at least annually. On a quarterly basis, the status of GE Capital's performance against these limits is reviewed by the GE Risk Committee and GECC Board.

GE Capital monitors its capital adequacy including through economic capital, regulatory capital and enterprise stress testing methodologies. GE Capital's economic capital methodology uses internal models to estimate potential unexpected losses across different portfolios with a confidence level equivalent to an AA agency rating. Although GE Capital is not currently subject to consolidated risk-based capital standards, GE Capital estimates capital adequacy based on the Basel 1 and Basel 3 U.S. frameworks. GE Capital uses stress testing for risk, liquidity and capital adequacy assessment and management purposes, and as an integral part of GE Capital's overall planning processes. Stress testing results inform key strategic portfolio decisions such as the amount of capital required to maintain minimum expected regulatory capital levels in severe but plausible stresses, capital allocation, assist in developing the risk appetite and limits, and help in assessing product specific risk to guide the development and modification of product structures. The GE Risk Committee and the GECC Board review stress test results and their expected impact on capital levels and metrics. The GE Risk Committee and the GECC Board are responsible for overseeing overall capital adequacy, and the capital adequacy process, as well as approving GE Capital's annual capital plan and capital actions. Under enhanced prudential standards for GE Capital as a nonbank SIFI that the Federal Reserve Board proposed in November 2014, GE Capital would also be subject to regulatory capital, liquidity, stress testing, capital planning, risk management and other requirements.

For additional information about our risks see Part I, Item 1A. "Risk Factors," "Regulations and Supervision" and "Critical Accounting Estimates" sections of Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K Report.
 GECC 2014 FORM 10-K    33

PART II
 
 

STATEMENT OF FINANCIAL POSITION

MAJOR CHANGES IN OUR FINANCIAL POSITION DURING 2014:

Investment securities increased $4.2 billion reflecting purchases of U.S. government and federal agency securities at Synchrony Financial and higher net unrealized gains in U.S. Corporate and State and Municipal securities driven by lower interest rates in the U.S. See Note 3 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K.
-
Pre-tax, other-than-temporary impairment losses (OTTI) recognized in earnings were $0.2 billion and $0.7 billion in 2014 and 2013, respectively. The 2014 amount primarily relates to other-than temporary impairments on equity securities, corporate debt securities, commercial and residential mortgage-backed securities (CMBS), residential mortgage-backed securities (RMBS) and asset-backed securities (ABS). The 2013 amount primarily related to credit losses on corporate debt securities and other-than-temporary impairment on equity securities.
-
Pre-tax, OTTI recognized in accumulated other comprehensive income were insignificant amounts in both 2014 and 2013.
Financing receivables-net decreased $16.0 billion . See the following Financing Receivables section for additional information.
Other assets decreased $3.5 billion as a result of sales of certain real estate investments of $3.4 billion, a net decrease in equity and cost method investments of $1.5 billion and a net decrease in advances to suppliers of $0.9 billion, partially offset by a net increase in assets held for sale of $2.3 billion.
Borrowings decreased $31.0 billion. GECC had net repayments on these borrowings of $24.9 billion during the year, along with a net $9.1 billion reduction in the balances driven by the strengthening of the U.S. dollar against all major currencies.
Bank deposits increased $9.5 billion primarily due to increases at our banks of $12.6 billion, including Synchrony Financial of $9.2 billion, partially offset by the reclassification of Budapest Bank deposits to liabilities of businesses held for sale of $1.9 billion.
Deferred income taxes increased $1.4 billion primarily due to an increased deferred tax liability as a result of the impact of the adoption of a new accounting standard. See Note 1 for additional information.
Accumulated other comprehensive income (loss) – currency translation adjustments decreased $0.2 billion driven by the strengthening U.S. dollar against all major currencies at December 31, 2014 compared with December 31, 2013. This decrease coincides with general decreases in balances of our major asset and liability categories, including: Financing receivables; Property, plant and equipment; Goodwill; Short-term borrowings and Long-term borrowings.


FINANCING RECEIVABLES

Financing receivables is our largest category of assets and represents one of our primary sources of revenues. Our portfolio of financing receivables is diverse and not directly comparable to major U.S. banks. A discussion of the quality of certain elements of the financing receivables portfolio follows.

Our commercial portfolio primarily comprises senior secured positions with comparatively low loss history. The secured receivables in this portfolio are collateralized by a variety of asset classes, which for our CLL business primarily include: industrial-related facilities and equipment, vehicles, corporate aircraft, and equipment used in many industries, including the construction, manufacturing, transportation, media, communications, entertainment, and healthcare industries. The portfolios in our Real Estate, GECAS and Energy Financial Services businesses are collateralized by commercial real estate, commercial aircraft and operating assets in the global energy and water industries, respectively. We are in a secured position for substantially all of our commercial portfolio.
 GECC 2014 FORM 10-K    34

PART II
 

Our consumer portfolio is composed primarily of non-U.S. mortgage, sales finance, auto and personal loans in various European and Asian countries and U.S. consumer credit card and sales finance receivables.

During the first quarter of 2014, we combined our CLL Europe and CLL Asia portfolios into CLL International and we transferred our CLL Other portfolio to the CLL Americas portfolio. During the fourth quarter of 2014, we combined our Consumer Non-U.S. auto portfolio into our Consumer Non-U.S. installment and revolving credit portfolio. Prior-period amounts were reclassified to conform to the current-period presentation.

Our risk management process includes standards and policies for reviewing major risk exposures and concentrations, and evaluates relevant data either for individual loans or financing leases, or on a portfolio basis, as appropriate.

Loans acquired in a business acquisition are recorded at fair value, which incorporates our estimate at the acquisition date of the credit losses over the remaining life of the portfolio. As a result, the allowance for losses is not carried over at acquisition. This may have the effect of causing lower reserve coverage ratios for those portfolios.

For purposes of the discussion that follows, "delinquent" receivables are those that are 30 days or more past due based on their contractual terms. Loans purchased at a discount are initially recorded at fair value and accrete interest income over the estimated life of the loan based on reasonably estimable cash flows even if the underlying loans are contractually delinquent at acquisition. "Nonaccrual" financing receivables are those on which we have stopped accruing interest. We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due, with the exception of consumer credit card accounts, for which we continue to accrue interest until the accounts are written off in the period that the account becomes 180 days past due. Recently restructured financing receivables are not considered delinquent when payments are brought current according to the restructured terms, but may remain classified as nonaccrual until there has been a period of satisfactory payment performance by the borrower and future payments are reasonably assured of collection.

Further information on the determination of the allowance for losses on financing receivables and the credit quality and categorization of our financing receivables is provided in Notes 4 and 19 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 GECC 2014 FORM 10-K    35

PART II
 

FINANCING RECEIVABLES
                                   
 
Financing receivables at
 
Nonaccrual receivables at
 
Allowance for losses at
December 31 (In millions)
2014
 
2013
 
2014
 
2013
 
2014
 
2013
                                   
Commercial
                                 
  CLL
                                 
    Americas
$
 67,096
 
$
 69,036
 
$
 1,054
 
$
 1,275
 
$
 455
 
$
 473
    International(a)
 
 43,407
   
 47,431
   
 946
   
 1,459
   
 376
   
 505
  Total CLL
 
 110,503
   
 116,467
   
 2,000
   
 2,734
   
 831
   
 978
  Energy
                                 
  Financial Services
 
 2,580
   
 3,107
   
 68
   
 4
   
 26
   
 8
  GECAS
 
 8,263
   
 9,377
   
 419
   
 -
   
 46
   
 17
  Other
 
 130
   
 318
   
 -
   
 6
   
 -
   
 2
Total Commercial
 
 121,476
   
 129,269
   
 2,487
   
 2,744
   
 903
   
 1,005
                                   
Real Estate
 
 19,797
   
 19,899
   
 1,254
   
 2,551
   
 161
   
 192
                                   
Consumer
                                 
  Non-U.S. residential  mortgages(b)
 
 24,893
   
 30,501
   
 1,262
   
 2,161
   
 325
   
 358
  Non-U.S. installment
                                 
    and revolving credit
 
 10,400
   
 15,731
   
 53
   
 106
   
 399
   
 650
  U.S. installment and revolving credit
 
 59,863
   
 55,854
   
 2
   
 2
   
 3,186
   
 2,823
  Other
 
 5,664
   
 6,953
   
 167
   
 351
   
 101
   
 150
Total Consumer
 
 100,820
   
 109,039
   
 1,484
   
 2,620
   
 4,011
   
 3,981
                                   
Total
$
 242,093
 
$
 258,207
 
$
 5,225
(c)
$
 7,915
 
$
 5,075
 
$
 5,178
                                   
(a)
Write-offs to net realizable value are recognized against the allowance for losses primarily in the reporting period in which management has deemed all or a portion of the financing receivable to be uncollectible, but not later than 360 days after initial recognition of a specific reserve for a collateral dependent loan. In accordance with regulatory standards that are applicable in Italy, commercial loans are considered uncollectible when there is demonstrable evidence of the debtor's insolvency, which may result in write-offs occurring beyond 360 days after initial recognition of a specific reserve.
(b)
Included financing receivables of $10,564 million and $12,401 million, nonaccrual receivables of $546 million and $965 million and allowance for losses of $136 million and $126 million at December 31, 2014 and 2013, respectively, primarily related to loans, net of credit insurance, whose terms permitted repayments that are less than the repayments for fully amortizing loans and high loan-to-value ratios at inception (greater than 90%). At origination, we underwrite loans with an adjustable rate to the reset value. Of these loans, about 85% are in our U.K. and France portfolios, which have a delinquency rate of 10%, have a loan-to-value ratio at origination of 82% and have re-indexed loan-to-value ratios of 77% and 62%, respectively. Re-indexed loan-to-value ratios may not reflect actual realizable values of future repossessions. At December 31, 2014, 13% (based on dollar values) of these loans in our U.K. and France portfolios have been restructured.
(c)
Of our $5.2 billion nonaccrual loans of December 31, 2014, $2.7 billion are currently paying in accordance with the contractual terms.

Financing receivables, before allowance for losses, decreased $16.1 billion from December 31, 2013, primarily as a result of the stronger U.S. dollar ($7.7 billion), the reclassification of Budapest Bank to assets of businesses held for sale and the sale of GEMB-Nordic ($5.3 billion), write-offs ($5.1 billion) and transfers to assets held for sale and equipment leased to others ($3.1 billion), partially offset by originations exceeding collections (which includes sales) ($5.7 billion).

Nonaccrual receivables decreased $2.7 billion from December 31, 2013 primarily due to payoffs, collections and write-offs in our Real Estate and CLL portfolios and asset sales and resolutions in Consumer, primarily in our U.K. portfolio.

Allowance for losses decreased $0.1 billion from December 31, 2013. Allowance for losses decreased at Commercial and Real Estate, primarily as a result of write-offs and resolutions. These decreases were offset by increases at Consumer, primarily as a result of an increase in the projected net write-offs over the next 12 months in the U.S. consistent with the growth of related financing receivables, partially offset by the reclassification of Budapest Bank to assets of business held for sale and the sale of GEMB-Nordic. The allowance for losses as a percent of total financing receivables increased from 2.0% at December 31, 2013 to 2.1% at December 31, 2014 reflecting decreases in both the allowance for losses and the overall financing receivables balance as discussed above.
 GECC 2014 FORM 10-K    36

PART I
 

Further information about the allowance for losses related to each of our portfolios is provided below.

SELECTED RATIOS RELATED TO NONACCRUAL FINANCING RECEIVABLES AND THE ALLOWANCES FOR LOSSES
 
                         
 
Nonaccrual financing receivables
 
Allowance for losses
 
Allowance for losses
 
 
as a percent of
 
as a percent of
 
as a percent of
 
 
total financing receivables at
 
nonaccrual financing receivables at
 
total financing receivables at
 
                         
December 31
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
                         
Commercial
                       
  CLL
                       
      Americas
 1.6
%
 1.8
%
 43.2
%
 37.1
%
 0.7
%
 0.7
%
      International
 2.2
 
 3.1
 
 39.8
 
 34.6
 
 0.9
 
 1.1
 
  Total CLL
 1.8
 
 2.3
 
 41.6
 
 35.8
 
 0.8
 
 0.8
 
  Energy Financial Services
 2.6
 
 0.1
 
 38.2
 
 200.0
 
 1.0
 
 0.3
 
  GECAS
 5.1
 
 -
 
 11.0
 
 -
 
 0.6
 
 0.2
 
  Other
 -
 
 1.9
 
 -
 
 33.3
 
 -
 
 0.6
 
Total Commercial
 2.1
 
 2.1
 
 36.3
 
 36.6
 
 0.7
 
 0.8
 
                         
Real Estate
 6.3
 
 12.8
 
 12.8
 
 7.5
 
 0.8
 
 1.0
 
                         
Consumer
                       
  Non-U.S. residential mortgages(a)
 5.1
 
 7.1
 
 25.8
 
 16.6
 
 1.3
 
 1.2
 
  Non-U.S. installment and revolving credit
 0.5
 
 0.7
 
 752.8
 
 613.2
 
 3.8
 
 4.1
 
  U.S. installment and revolving credit
 -
 
 -
 
(b)
 
(b)
 
 5.3
 
 5.1
 
  Other
 3.0
 
 5.0
 
 60.5
 
 42.7
 
 1.8
 
 2.2
 
Total Consumer
 1.5
 
 2.4
 
 270.3
 
 152.0
 
 4.0
 
 3.7
 
                         
Total
 2.2
 
 3.1
 
 97.1
 
 65.4
 
 2.1
 
 2.0
 
                         
(a)
Included nonaccrual financing receivables as a percent of financing receivables of 5.2% and 7.8%, allowance for losses as a percent of nonaccrual receivables of 24.8% and 13.0% and allowance for losses as a percent of total financing receivables of 1.3% and 1.0% at December 31, 2014 and 2013, respectively, primarily related to loans, net of credit insurance, whose terms permitted repayments that are less than the repayments for fully amortizing loans and high loan-to-value ratios at inception (greater than 90%). Compared to the overall Non-U.S. residential mortgage loan portfolio, the ratio of allowance for losses as a percent of nonaccrual financing receivables for these loans is lower, driven primarily by the higher mix of such products in the U.K. and France portfolios and as a result of the better performance and collateral realization experience in these markets.
(b)
Not meaningful.

Included below is a discussion of financing receivables, allowance for losses, nonaccrual receivables and related metrics for each of our significant portfolios.

CLL – Americas.   Nonaccrual receivables of $1.1 billion represented 20.2% of total nonaccrual receivables at December 31, 2014. The ratio of allowance for losses as a percent of nonaccrual receivables increased from 37.1% at December 31, 2013, to 43.2% at December 31, 2014, reflecting a decline in nonaccrual receivables in our media, healthcare, materials, franchise and aircraft portfolios, partially offset by increases in our Canada and Latin America portfolios. The ratio of nonaccrual receivables as a percent of financing receivables decreased from 1.8% at December 31, 2013 to 1.6% at December 31, 2014, reflecting decreased nonaccrual receivables for the reasons described above. Collateral supporting these nonaccrual financing receivables primarily includes assets in the restaurant and hospitality, trucking and industrial equipment industries and corporate aircraft, and for our leveraged finance business, equity of the underlying businesses.
 GECC 2014 FORM 10-K    37

PART II

CLL – International. Nonaccrual receivables of $0.9 billion represented 18.1% of total nonaccrual receivables at December 31, 2014. The ratio of allowance for losses as a percent of nonaccrual receivables increased from 34.6% at December 31, 2013 to 39.8% at December 31, 2014, reflecting a decrease in nonaccrual receivables and allowance for losses in our Interbanca S.p.A. and Australia portfolios primarily as a result of account resolutions and sales of nonaccrual receivables in Korea. Approximately 55% of our CLL – International nonaccrual receivables are attributable to the Interbanca S.p.A. portfolio, which was acquired in 2009. The loans acquired with Interbanca S.p.A. were recorded at fair value, which incorporates an estimate at the acquisition date of credit losses over their remaining life. Accordingly, these loans generally have a lower ratio of allowance for losses as a percent of nonaccrual receivables compared to the remaining portfolio. Excluding the nonaccrual loans attributable to the 2009 acquisition of Interbanca S.p.A., the ratio of allowance for losses as a percent of nonaccrual receivables increased from 42.2% at December 31, 2013, to 61.7% at December 31, 2014, primarily due to sales of nonaccrual receivables in Korea and a decrease in nonaccrual receivables and allowance for losses in our Australia portfolio. The ratio of nonaccrual receivables as a percent of financing receivables decreased from 3.1% at December 31, 2013 to 2.2% at December 31, 2014, for the reasons described above. Collateral supporting these secured nonaccrual financing receivables are primarily equity of the underlying businesses, purchased receivables, commercial real estate, manufacturing and other equipment, and corporate aircraft.

Real Estate.   Nonaccrual receivables of $1.3 billion represented 24.0% of total nonaccrual receivables at December 31, 2014. The decrease in nonaccrual receivables from December 31, 2013, was primarily due to Asian office collections and resolutions as well as the resolution of North American office, multi-family and hotel nonaccrual loans, and European retail nonaccrual loans through payoffs and collections. The ratio of allowance for losses as a percent of nonaccrual receivables increased from 7.5% to 12.8% reflecting decreases in the allowance for losses at a lower rate than decreases in nonaccrual loans as mentioned above. The ratio of allowance for losses as a percent of total financing receivables decreased from 1.0% at December 31, 2013 to 0.8% at December 31, 2014, driven primarily by the reduction in overall reserves due to improving market conditions and new loan originations in 2014.

The Real Estate financing receivables portfolio is collateralized by income-producing or owner-occupied commercial properties across a variety of asset classes and markets. At December 31, 2014, total Real Estate financing receivables of $19.8 billion were primarily collateralized by office buildings ($6.1 billion), apartment buildings ($3.5 billion), warehouse properties ($3.1 billion), retail facilities ($2.6 billion) and hotel properties ($1.9 billion). In 2014, commercial real estate markets continued to show signs of improved stability and liquidity in certain markets; however, the pace of improvement varies significantly by asset class and market and the long-term outlook remains uncertain. We have, and continue to maintain, an intense focus on operations and risk management. Loan loss reserves related to our Real Estate–Debt financing receivables are particularly sensitive to declines in underlying property values. Estimating the impact of global property values on loss performance across our portfolio depends on a number of factors, including macroeconomic conditions, property level operating performance, local market dynamics and individual borrower behavior. As a result, any attempts to forecast potential losses carry a high degree of imprecision and are subject to change. At December 31, 2014, we had 77 foreclosed commercial real estate properties totaling $0.7 billion.

Consumer − Non-U.S. residential mortgages. Nonaccrual receivables of $1.3 billion represented 24.2% of total nonaccrual receivables at December 31, 2014. The ratio of allowance for losses as a percent of nonaccrual receivables increased from 16.6% at December 31, 2013, to 25.8% at December 31, 2014, due to a decrease in nonaccrual receivables primarily driven by asset sales and resolutions in our U.K. portfolio. Our non-U.S. mortgage portfolio has a loan-to-value ratio of approximately 76% at origination and the vast majority is first lien positions. Our U.K. and France portfolios, which comprise a majority of our total mortgage portfolio, have re-indexed loan-to-value ratios of 70% and 55%, respectively, and about 7% of these loans are without mortgage insurance and have a reindexed loan-to-value ratio equal to or greater than 100%. Re-indexed loan-to-value ratios may not reflect actual realizable values of future repossessions. Loan-to-value information is updated on a quarterly basis for a majority of our loans and considers economic factors such as the housing price index. At December 31, 2014, we had in repossession stock 142 houses in the U.K., which had a value of less than $0.1 billion. The ratio of nonaccrual receivables as a percent of financing receivables decreased from 7.1% at December 31, 2013 to 5.1% at December 31, 2014 due to a decrease in nonaccrual receivables described above.
 GECC 2014 FORM 10-K    38

PART II
 

Consumer − Non-U.S. installment and revolving credit.   Nonaccrual receivables of $0.1 billion represented 1.0% of total nonaccrual receivables at December 31, 2014. The ratio of allowance for losses as a percent of financing receivables decreased from 4.1% at December 31, 2013 to 3.8% at December 31, 2014, primarily reflecting improvements in our Australia portfolio, partially offset by the sale of GEMB-Nordic.

Consumer − U.S. installment and revolving credit. The ratio of allowance for losses as a percent of financing receivables increased from 5.1% at December 31, 2013 to 5.3% at December 31, 2014, reflecting an increase in the projected net write-offs over the next 12 months.



FINANCIAL RESOURCES AND LIQUIDITY

LIQUIDITY AND BORROWINGS

We maintain a strong focus on liquidity. We manage our liquidity to help provide access to sufficient funding to meet our business needs and financial obligations throughout business cycles.

Our liquidity and borrowing plans are established within the context of our annual financial and strategic planning processes. Our liquidity and funding plans take into account the liquidity necessary to fund our operating commitments. We also take into account our capital allocation and growth objectives, including paying dividends.

Our liquidity position is targeted to meet our obligations under both normal and stressed conditions. We establish a funding plan annually that is based on the projected asset size and cash needs of the business, which, over the past few years, has incorporated our strategy to reduce our ending net investment. We rely on a diversified source of funding, including the unsecured term debt markets, the global commercial paper markets, deposits, secured funding, retail funding products, bank borrowings and securitizations to fund our balance sheet. We also rely on cash generated through collection of principal, interest and other payments on our existing portfolio of loans and leases to fund our operating and interest expense costs.

Our 2015 funding plan anticipates repayment of principal on outstanding short-term borrowings, including the current portion of long-term debt ($38.0 billion at December 31, 2014), through issuance of long-term debt and reissuance of commercial paper, cash on hand, dispositions, asset sales, and deposits and other alternative sources of funding. Long-term maturities and early redemptions were $41.3 billion in 2014. Interest on borrowings is primarily repaid through interest earned on existing financing receivables. During 2014, we earned interest income on financing receivables of $18.7 billion, which more than offset interest expense of $8.4 billion.

We maintain a detailed liquidity policy that requires us to maintain a contingency funding plan. The liquidity policy defines our liquidity risk tolerance under different stress scenarios based on our liquidity sources and also establishes procedures to escalate potential issues. We actively monitor our access to funding markets and our liquidity profile through tracking external indicators and testing various stress scenarios. The contingency funding plan provides a framework for handling market disruptions and establishes escalation procedures in the event that such events or circumstances arise.
 GECC 2014 FORM 10-K    39

PART II
 

LIQUIDITY SOURCES

We maintain liquidity sources that consist of cash and equivalents of $74.3 billion, committed unused credit lines of $44.4 billion, and high-quality, liquid investments of $1.2 billion.

CASH AND EQUIVALENTS
       
December 31 (In billions)
 
2014
 
       
U.S.
$
 28.4
 
Non-U.S.
 
 45.9
(a)
Total consolidated
$
 74.3
(b)
       
(a)
Of this amount at December 31, 2014, $3.9 billion was considered indefinitely reinvested. Indefinitely reinvested cash held outside of the U.S. is available to fund operations and other growth of non-U.S. subsidiaries; it is also available to fund our needs in the U.S. on a short-term basis through short-term loans, without being subject to U.S. tax. Under the Internal Revenue Code, these loans are permitted to be outstanding for 30 days or less and the total of all such loans is required to be outstanding for less than 60 days during the year. If we were to repatriate indefinitely reinvested cash held outside the U.S., we would be subject to additional U.S. income taxes and foreign withholding taxes.
(b)
At December 31, 2014, cash and cash equivalents of about $20.0 billion were in regulated banks and insurance entities and were subject to regulatory restrictions.

COMMITTED UNUSED CREDIT LINES
                 
December 31 (In billions)
       
2014
                 
Revolving credit agreements (exceeding one year)
           
$
25.1
Revolving credit agreements (364-day line)(a)
             
19.3
Total(b)
           
$
44.4
                 
(a)
Contain a term-out feature that allows us to extend borrowings for two years from the date on which such borrowings would otherwise be due.
(b)
Total committed, unused credit lines were extended to us by 49 financial institutions. GECC can borrow up to $44.4 billion under all of these credit lines. GE can borrow up to $13.7 billion under certain of these credit lines.

FUNDING PLAN

GE reduced its GE Capital ENI, excluding liquidity, to $363 billion at December 31, 2014.

During 2014, we completed issuances of $9.5 billion of senior unsecured debt (excluding securitizations described below) with maturities up to 40 years (and subsequent to December 31, 2014 through February 13, 2015, an additional $8.1 billion). In addition, in August 2014, Synchrony Financial completed issuances of $3.6 billion of senior unsecured debt with maturities up to 10 years and $8.0 billion of unsecured term loans maturing in 2019, and in October 2014 completed issuances of $0.8 billion unsecured term loans maturing in 2019   under the New Bank Term Loan Facility with third party lenders. Subsequent to December 31, 2014 through February 13, 2015, Synchrony Financial issued an additional $1.0 billion of senior unsecured debt maturing in 2020.

COMMERCIAL PAPER
     
(In billions)
 
     
Average commercial paper borrowings during the fourth quarter of 2014
$
 25.0
Maximum commercial paper borrowings outstanding during the fourth quarter of 2014
 
 25.1
     

Our commercial paper maturities are funded principally through new commercial paper issuances.
 GECC 2014 FORM 10-K   40

PART II
 

We securitize financial assets as an alternative source of funding. During 2014, we completed $11.1 billion of non-recourse issuances and $11.3 billion of non-recourse borrowings matured. At December 31, 2014, consolidated non-recourse securitization borrowings were $29.9 billion.

We have nine deposit-taking banks outside of the U.S. and two deposit-taking banks in the U.S. – Synchrony Bank (formerly GE Capital Retail Bank), a Federal Savings Bank (FSB), and GE Capital Bank, an industrial bank (IB). The FSB and IB currently issue certificates of deposit (CDs) in maturity terms up to 10 years.

ALTERNATIVE FUNDING
       
(In billions)
 
       
Total alternative funding at December 31, 2013
$
 107.5
Total alternative funding at December 31, 2014
 
 117.8
 
Bank deposits
 
 62.8
 
Non-recourse securitization borrowings
 
 29.9
 
Funding secured by real estate, aircraft and other collateral
 
 6.0
 
GE Interest Plus notes (including $0.1 billion of current long-term debt)
 
 5.6
 
Bank unsecured
 
 13.5
       

As a matter of general practice, we routinely evaluate the economic impact of calling debt instruments where we have the right to exercise a call. In determining whether to call debt, we consider the economic benefit to GECC of calling debt, the effect of calling debt on our liquidity profile and other factors. During 2014, we called $0.4 billion of long-term debt.


EXCHANGE RATE AND INTEREST RATE RISKS

Exchange rate and interest rate risks are managed with a variety of techniques, including match funding and selective use of derivatives. We use derivatives to mitigate or eliminate certain financial and market risks because we conduct business in diverse markets around the world and local funding is not always efficient. In addition, we use derivatives to adjust the debt we are issuing to match the fixed or floating nature of the assets we are originating. We apply strict policies to manage each of these risks, including prohibitions on speculative activities. Following is an analysis of the potential effects of changes in interest rates and currency exchange rates using so-called "shock" tests that seek to model the effects of shifts in rates. Such tests are inherently limited based on the assumptions used (described further below) and should not be viewed as a forecast; actual effects would depend on many variables, including market factors and the composition of the Company's assets and liabilities at that time.

It is our policy to minimize exposure to interest rate changes. We fund our financial investments using debt or a combination of debt and hedging instruments so that the interest rates of our borrowings match the expected interest rate profile on our assets. To test the effectiveness of our hedging actions, we assumed that, on January 1, 2015, interest rates decreased by 100 basis points across the yield curve (a "parallel shift" in that curve) and further assumed that the decrease remained in place for the next 12 months. Based on the year-end 2014 portfolio and holding all other assumptions constant, we estimated that our consolidated net earnings for the next 12 months, starting in January 2015, would decline by less than $0.1 billion as a result of this parallel shift in the yield curve.
It is our policy to minimize currency exposures and to conduct operations either within functional currencies or using the protection of hedge strategies. We analyzed year-end 2014 consolidated currency exposures, including derivatives designated and effective as hedges, to identify assets and liabilities denominated in other than their relevant functional currencies. For such assets and liabilities, we then evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar, holding all other assumptions constant. This analysis indicated that our 2015 consolidated net earnings would decline by less than $0.1 billion as a result of such a shift in exchange rates. This analysis excludes any translation impact from changes in exchange rates on our financial results.
 GECC 2014 FORM 10-K    41

PART II
 
 
DEBT AND DERIVATIVE INSTRUMENTS, GUARANTEES AND COVENANTS

CREDIT RATINGS

As of December 31, 2014, GE's and GECC's long-term unsecured debt ratings from Standard and Poor's Ratings Service (S&P) were AA+ with a stable outlook and their short-term funding ratings from S&P were A-1+. We are disclosing these ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds. Although we currently do not expect a downgrade in the credit ratings, our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.


PRINCIPAL DEBT AND DERIVATIVE CONDITIONS

Certain of our derivative instruments can be terminated if specified credit ratings are not maintained and certain debt and derivatives agreements of other consolidated entities have provisions that are affected by these credit ratings.

Fair values of our derivatives can change significantly from period to period based on, among other factors, market movements and changes in our positions. We manage counterparty credit risk (the risk that counterparties will default and not make payments to us according to the terms of our standard master agreements) on an individual counterparty basis. Where we have agreed to netting of derivative exposures with a counterparty, we offset our exposures with that counterparty and apply the value of collateral posted to us to determine the net exposure. We actively monitor these net exposures against defined limits and take appropriate actions in response, including requiring additional collateral.

Swap, forward and option contracts are executed under standard master agreements that typically contain mutual downgrade provisions that provide the ability of the counterparty to require termination if the long-term credit ratings of the applicable GE entity were to fall below A-/A3. In certain of these master agreements, the counterparty also has the ability to require termination if the short-term ratings of the applicable GE entity were to fall below A-1/P-1. The net derivative liability after consideration of netting arrangements, outstanding interest payments and collateral posted by us under these master agreements was estimated to be $0.1 billion at December 31, 2014. See Note 15 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 
Other debt and derivative agreements of consolidated entities include Trinity, which comprises two entities that hold investment securities, the majority of which are investment grade, and were funded by the issuance of guaranteed investment contracts (GICs). These GICs included conditions under which certain holders could require immediate repayment of their investment should the long-term credit ratings of GECC fall below AA-/Aa3 or the short-term credit ratings fall below A-1+/P-1, and are reported in investment contracts, insurance liabilities and insurance annuity benefits. The Trinity assets and liabilities are disclosed in note (a) on our Statement of Financial Position in the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report. Another consolidated entity also had issued GICs where proceeds are loaned to GECC. These GICs included conditions under which certain holders could require immediate repayment of their investment should the long-term credit ratings of GECC fall below AA-/Aa3. These obligations are included in long-term borrowings on our Statement of Financial Position in the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report. These three consolidated entities ceased issuing GICs in 2010.
 GECC 2014 FORM 10-K    42

PART II
 
 
RATIO OF EARNINGS TO FIXED CHARGES, INCOME MAINTENANCE AGREEMENT AND SUBORDINATED DEBENTURES

GE provides implicit and explicit support to GECC through commitments, capital contributions and operating support. For example, and as discussed below, GE has committed to keep GECC's ratio of earnings to fixed charges above a minimum level. GECC's credit rating is higher than it would be on a stand-alone basis as a result of this financial support. GECC currently does not pay GE for this support.

Under an agreement between GE and GECC, GE will make payments to GECC, constituting additions to pre-tax income under the agreement (which increases equity), to the extent necessary to cause the ratio of earnings to fixed charges of GECC and consolidated affiliates (determined on a consolidated basis) to be not less than 1.10:1 for the period, as a single aggregation, of each GECC fiscal year commencing with fiscal year 1991. GECC's ratio of earnings to fixed charges was 1.84:1 for 2014. No payment for 2014 was required pursuant to this agreement. On February 24, 2015, GE and GECC amended this agreement, effective beginning in 2015, to exclude non-cash charges attributable to goodwill and intangibles (which are excluded from regulatory capital calculations) for purposes of calculating GECC's ratio of earnings to fixed charges.

In addition, in connection with certain subordinated debentures of GECC that may be classified as equity (hybrid debt), during events of default or interest deferral periods under such subordinated debentures, GECC has agreed not to declare or pay any dividends or distributions or make certain other payments with respect to its capital stock, and GE has agreed to promptly return any payments made to GE in violation of this agreement. There were $7.1 billion of such debentures outstanding at December 31, 2014. See Note 8 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 GECC 2014 FORM 10-K    43

PART II
 

STATEMENT OF CASH FLOWS – OVERVIEW FROM 2012 THROUGH 2014

Our business uses a variety of financial resources to meet its capital needs. Cash for our business activities is primarily provided from the issuance of term debt and commercial paper in public and private markets and deposits, as well as financing receivables collections, sales and securitizations.

CASH FLOWS
                 
(In billions)
 
2014
   
2013
   
2012
                 
Cash from operating activities
$
 17.7
 
$
 19.9
 
$
 21.7
Cash from (used for) investing activities
 
 (0.8)
   
 23.4
   
 14.7
Cash used for financing activates
 
 (13.7)
   
 (29.4)
   
 (52.5)
                 

2014–2013 COMMENTARY

GECC cash from operating activities decreased $2.1 billion primarily due to the following:
A net decrease in tax activity of $3.9 billion driven by net tax payments in 2014 compared with net tax refunds in 2013.
A decrease in cash generated from lower net earnings from continuing operations of $0.9 billion.
These decreases were partially offset by a $3.0 billion increase in net cash collateral activity with counterparties on derivative contracts.

GECC cash used for investing activities was $0.8 billion in 2014, compared with cash from investing activities of $23.4 billion in 2013, a decrease of $24.2 billion primarily due to the following:
A net decrease in financing receivables activity of $9.3 billion driven by net originations of financing receivables in 2014 of $5.7 billion, compared with net collections (which includes sales) of financing receivables of $3.6 billion in 2013.
The 2013 acquisition of MetLife Bank, N.A., resulting in net cash provided of $6.4 billion.
Lower proceeds from sales of real estate properties of $4.8 billion.
A net decrease in investment securities activity of $2.8 billion driven by net purchases of $1.1 billion in 2014, compared with net sales of $1.7 billion in 2013.

GECC cash used for financing activities decreased $15.8 billion primarily due to the following:
A net increase in deposits at our banks of $11.1 billion.
Lower dividends paid to GE driven by dividends totaling $3.0 billion and $6.0 billion, including special dividends of $1.0 billion and $4.1 billion in 2014 and 2013, respectively.
2014 proceeds received from the initial public offering of Synchrony Financial of $2.8 billion.
 GECC 2014 FORM 10-K    44

PART II
 

2013–2012 COMMENTARY

GECC cash from operating activities decreased $1.9 billion primarily due to the following:
A decrease in net cash collateral activity with counterparties on derivative contracts of $5.2 billion.
This decrease was partially offset by an increase in net tax activity of $2.5 billion driven by net tax refunds in 2013, compared with net tax payments in 2012 and increased cash generated from higher net earnings from continuing operations of $0.9 billion.

GECC cash from investing activities increased $8.7 billion primarily due to the following:
Higher proceeds from sales of real estate properties of $7.3 billion.
The 2013 acquisition of MetLife Bank, N.A., resulting in net cash provided of $6.4 billion.
Lower net loan repayments from our equity method investments of $4.9 billion.
Lower collections (which includes sales) exceeding originations of financing receivables of $1.9 billion.

GECC cash used for financing activities decreased $23.0 billion primarily due to the following:
Lower net repayments of borrowings, consisting primarily of net reductions in long-term borrowings and commercial paper of $24.0 billion.
Lower redemptions of guaranteed investment contracts of $2.3 billion.
Beginning in the second quarter of 2012, GECC restarted its dividend to GE. GECC paid dividends totaling $6.0 billion and $6.4 billion to GE, including special dividends of $4.1 billion and $4.5 billion in 2013 and 2012, respectively.
These decreases were partially offset by lower proceeds from the issuance of preferred stock of $3.0 billion.


CONTRACTUAL OBLIGATIONS

As defined by reporting regulations, our contractual obligations for future payments as of December 31, 2014, follow.

 
Payments due by period
                           
2020 and
(In billions)
Total
 
2015
 
2016-2017
 
2018-2019
 
thereafter
                             
Borrowings and bank deposits (Note 8)
$
 349.5
 
$
 115.9
 
$
 89.4
 
$
 51.7
 
$
 92.5
Interest on borrowings and bank deposits
 
 79.3
   
 7.8
   
 12.2
   
 10.0
   
 49.3
Purchase obligations(a)(b)
 
 35.8
   
 11.7
   
 7.1
   
 7.9
   
 9.1
Insurance liabilities (Note 9)(c)
 
 12.6
   
 1.3
   
 2.2
   
 1.6
   
 7.5
Operating lease obligations (Note 13)
 
 1.4
   
 0.2
   
 0.4
   
 0.3
   
 0.5
Other liabilities(d)
 
 16.2
   
 14.3
   
 1.3
   
 0.1
   
 0.5
Contractual obligations of discontinued operations(e)
 
 1.1
   
 1.1
   
 -
   
 -
   
 -
                             
(a) Included all take-or-pay arrangements, capital expenditures, contractual commitments to purchase equipment that will be leased to others, contractual commitments related to factoring agreements, software acquisition/license commitments and any contractually required cash payments for acquisitions.
(b) Excluded funding commitments entered into in the ordinary course of business. Further information on these commitments and other guarantees is provided in Note 17 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
(c) Included contracts with reasonably determinable cash flows such as structured settlements, guaranteed investment contracts and certain property and casualty contracts, and excluded long-term care, variable annuity and other life insurance contracts.
(d)
Included an estimate of future expected funding requirements related to our postretirement benefit plans and included liabilities for unrecognized tax benefits. Because their future cash outflows are uncertain, the following non-current liabilities are excluded from the table above: deferred taxes, derivatives, deferred revenue and other sundry items. For further information on certain of these items, see Notes 10 and 15 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
(e)
Included payments for other liabilities.
 GECC 2014 FORM 10-K    45

PART II
 
 
EXPOSURES


GECC SELECTED EUROPEAN EXPOSURES

At December 31, 2014, we had $65.4 billion in financing receivables to consumer and commercial customers in Europe. The GECC financing receivables portfolio in Europe is well diversified across European geographies and customers. Approximately 92% of the portfolio is secured by collateral and represents approximately 500,000 commercial customers. Several European countries, including Spain, Portugal, Ireland, Italy, Greece and Hungary (focus countries), have been subject to credit deterioration due to weaknesses in their economic and fiscal situations. The carrying value of GECC funded exposures in these focus countries and in the rest of Europe comprised the following at December 31, 2014.

                                     
Rest of
 
Total
December 31, 2014 (In millions)
Spain
 
Portugal
 
Ireland
 
Italy
 
Greece
 
Hungary
 
Europe
 
Europe
                                               
Financing receivables, before allowance
                                             
   for losses on financing receivables
$
 1,290
 
$
 206
 
$
 401
 
$
 6,089
 
$
 3
 
$
 491
 
$
 57,800
 
$
 66,280
Allowance for losses on
                                             
  financing receivables
 
 (72)
   
 (16)
   
 (41)
   
 (149)
   
 -
   
 -
   
 (616)
   
 (894)
                                               
Financing receivables, net of allowance
                                             
   for losses on financing receivables(a)(b)
 
 1,218
   
 190
   
 360
   
 5,940
   
 3
   
 491
   
 57,184
   
 65,386
Investments(c)(d)
 
 3
   
 -
   
 -
   
 411
   
 -
   
 -
   
 1,707
   
 2,121
Cost and equity method investments(e)
 
 -
   
 -
   
 478
   
 56
   
 32
   
 -
   
 1,579
   
 2,145
Derivatives, net of collateral(c)(f)
 
 2
   
 -
   
 -
   
 49
   
 -
   
 -
   
 220
   
 271
Equipment leased to others (ELTO)(g)
 
 493
   
 210
   
 62
   
 665
   
 230
   
 231
   
 9,840
   
 11,731
Real estate held for investment(g)
 
 539
   
 -
   
 -
   
 385
   
 -
   
 -
   
 3,138
   
 4,062
                                               
Total funded exposures(h)(i)(j)
$
 2,255
 
$
 400
 
$
 900
 
$
 7,506
 
$
 265
 
$
 722
 
$
 73,668
 
$
 85,716
                                               
Unfunded commitments(j)(k)
$
 19
 
$
 8
 
$
 100
 
$
 234
 
$
 3
 
$
 -
 
$
 4,450
 
$
 4,814
                                               
(a)
Financing receivable amounts are classified based on the location or nature of the related obligor.
(b)
Substantially all relates to non-sovereign obligors. Included residential mortgage loans of approximately $24.7 billion before consideration of purchased credit protection. We have third-party mortgage insurance for less than 10% of these residential mortgage loans, which were primarily originated in France and the U.K.
(c)
Investments and derivatives are classified based on the location of the parent of the obligor or issuer.
(d)
Included $0.6 billion related to financial institutions, $0.2 billion related to non-financial institutions and $1.3 billion related to sovereign issuers. Sovereign issuances totaled $0.1 billion related to Italy. We held no investments issued by sovereign entities in the other focus countries.
(e)
Substantially all is non-sovereign.
(f)
Net of cash collateral; entire amount is non-sovereign.
(g)
These assets are held under long-term investment and operating strategies, and our ELTO strategies contemplate an ability to redeploy assets under lease should default by the lessee occur. The values of these assets could be subject to decline or impairment in the current environment.
(h)
Excluded $33.7 billion of cash and equivalents, which is composed of $25.3 billion of cash on short-term placement with highly rated global financial institutions based in Europe, sovereign central banks and agencies or supranational entities, of which $1.1 billion is in focus countries, and $8.4 billion of cash and equivalents placed with highly rated European financial institutions on a short-term basis, secured by U.S. Treasury securities ($4.1 billion) and sovereign bonds of non-focus countries ($4.3 billion), where the value of our collateral exceeds the amount of our cash exposure.
(i)
Rest of Europe included $1.9 billion and $0.1 billion of exposure for Russia and Ukraine, respectively, substantially all ELTO and financing receivables related to commercial aircraft in our GECAS portfolio.
(j)
Excludes assets held for sale and unfunded commitments related to Budapest Bank for Hungary.
(k)
Includes ordinary course of business lending commitments, commercial and consumer unused revolving credit lines, inventory financing arrangements and investment commitments.
 GECC 2014 FORM 10-K    46

PART II
 

We manage counterparty exposure, including credit risk, on an individual counterparty basis. We place defined risk limits around each obligor and review our risk exposure on the basis of both the primary and parent obligor, as well as the issuer of securities held as collateral. These limits are adjusted on an ongoing basis based on our continuing assessment of the credit risk of the obligor or issuer. In setting our counterparty risk limits, we focus on high-quality credits and diversification through spread of risk in an effort to actively manage our overall exposure. We actively monitor each exposure against these limits and take appropriate action when we believe that risk limits have been exceeded or there are excess risk concentrations. Our collateral position and ability to work out problem accounts have historically mitigated our actual loss experience. Delinquency experience has been relatively stable in our European commercial and consumer platforms in the aggregate, and we actively monitor and take action to reduce exposures where appropriate. Uncertainties surrounding European markets could have an impact on the judgments and estimates used in determining the carrying value of these assets.
 GECC 2014 FORM 10-K    47

PART II
 
 
CRITICAL ACCOUNTING ESTIMATES


Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. Many of these estimates include determining fair value. All of these estimates reflect our best judgment about current, and for some estimates future, economic and market conditions and their potential effects based on information available as of the date of these financial statements. If these conditions change from those expected, it is reasonably possible that the judgments and estimates described below could change, which may result in future impairments of investment securities, goodwill, intangibles and long-lived assets, incremental losses on financing receivables, increases in reserves for contingencies, establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other effects. Also see Note 1 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report, which discusses our most significant accounting policies.

LOSSES ON FINANCING RECEIVABLES

Losses on financing receivables are recognized when they are incurred, which requires us to make our best estimate of probable losses inherent in the portfolio. The method for calculating the best estimate of losses depends on the size, type and risk characteristics of the related financing receivable. Such an estimate requires consideration of historical loss experience, adjusted for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates, financial health of specific customers and market sectors, collateral values (including housing price indices, as applicable), and the present and expected future levels of interest rates. The underlying assumptions, estimates and assessments we use to provide for losses are updated to reflect our view of current conditions and are subject to the regulatory examination process, which can result in changes to our assumptions. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible that we will experience credit losses that are different from our current estimates. Write-offs in both our consumer and commercial portfolios can also reflect both losses that are incurred subsequent to the beginning of a fiscal year and information becoming available during that fiscal year that may identify further deterioration on exposures existing prior to the beginning of that fiscal year, and for which reserves could not have been previously recognized. Our risk management process includes standards and policies for reviewing major risk exposures and concentrations, and evaluates relevant data either for individual loans or financing leases, or on a portfolio basis, as appropriate.

Further information is provided in the Global Risk Management section and Statement of Financial Position – Financing Receivables section within the MD&A of this Form 10-K, the Asset Impairment section that follows and in Notes 1 and 4 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

ASSET IMPAIRMENT

Asset impairment assessment involves various estimates and assumptions as follows:

INVESTMENTS

We regularly review investment securities for impairment using both quantitative and qualitative criteria. For debt securities, if we do not intend to sell the security and it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate other qualitative criteria to determine whether a credit loss exists, such as the financial health of and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. Quantitative criteria include determining whether there has been an adverse change in expected future cash flows. For equity securities, our criteria include the length of time and magnitude of the amount that each security is in an unrealized loss position. Our other-than-temporary impairment reviews involve our finance, risk and asset management
 GECC 2014 FORM 10-K    48

PART II
 

functions as well as the portfolio management and research capabilities of our internal and third-party asset managers. See Note 1 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report, which discusses the determination of fair value of investment securities.
Further information about actual and potential impairment losses is provided in Notes 1, 3 and 7 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

LONG-LIVED ASSETS

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset's residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. We derive the required undiscounted cash flow estimates from our historical experience and our internal business plans. To determine fair value, we use quoted market prices when available, our internal cash flow estimates discounted at an appropriate interest rate and independent appraisals, as appropriate.

Our operating lease portfolio of commercial aircraft is a significant concentration of assets in GECAS, and is particularly subject to market fluctuations. Therefore, we test recoverability of each aircraft in our operating lease portfolio at least annually. Additionally, we perform quarterly evaluations in circumstances such as when aircraft are re-leased, current lease terms have changed or a specific lessee's credit standing changes. We consider market conditions, such as global demand for commercial aircraft. Estimates of future rentals and residual values are based on historical experience and information received routinely from independent appraisers. Estimated cash flows from future leases are reduced for expected downtime between leases and for estimated technical costs required to prepare aircraft to be redeployed. Fair value used to measure impairment is based on management's best estimate. In determining its best estimate, management evaluates average current market values (obtained from third parties) of similar type and age aircraft, which are adjusted for the attributes of the specific aircraft under lease.

We recognized impairment losses on our operating lease portfolio of commercial aircraft of $0.4 billion and $0.7 billion in 2014 and 2013, respectively. Impairment losses in 2014 primarily related to regional jets and older technology aircraft. The average age of aircraft we impaired in 2014 was 17 years compared with 7 years for our total fleet. Provisions for losses on financing receivables related to commercial aircraft were an insignificant amount for both 2014 and 2013.

Further information on impairment losses and our exposure to the commercial aviation industry is provided in Notes 5 and 17 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

REAL ESTATE

We review the estimated value of our commercial real estate investments annually, or more frequently as conditions warrant. The cash flow estimates used for both estimating value and the recoverability analysis are inherently judgmental, and reflect current and projected lease profiles, available industry information about expected trends in rental, occupancy and capitalization rates and expected business plans, which include our estimated holding period for the asset. Our portfolio is diversified, both geographically and by asset type. However, the global real estate market is subject to periodic cycles that can cause significant fluctuations in market values. Based on the most recent valuation estimates available, the carrying value of our Real Estate investments exceeded their estimated value by about $1.2 billion. This amount is subject to variation dependent on the assumptions described above, changes in economic and market conditions and composition of our portfolio, including sales. Commercial real estate valuations have shown signs of improved stability and liquidity in certain markets, primarily in the U.S. and Japan; however, the pace of improvement varies significantly by asset class and market. Accordingly,
 GECC 2014 FORM 10-K    49

PART II
 
 

there continues to be risk and uncertainty surrounding commercial real estate values. Declines in the estimated value of real estate below carrying amount result in impairment losses when the aggregate undiscounted cash flow estimates used in the estimated value measurement are below the carrying amount. As such, estimated losses in the portfolio will not necessarily result in recognized impairment losses. When we recognize an impairment, the impairment is measured using the estimated fair value of the underlying asset, which is based upon cash flow estimates that reflect current and projected lease profiles and available industry information about capitalization rates and expected trends in rents and occupancy and is corroborated by external appraisals. Real Estate recognized pre-tax impairments of $0.3 billion in its real estate held for investment in both 2014 and 2013. Deterioration in economic conditions or prolonged market illiquidity may result in further impairments being recognized. Furthermore, significant judgment and uncertainty related to forecasted valuation trends, especially in illiquid markets, result in inherent imprecision in real estate value estimates.

Further information is provided in the Risk Management section and the Statement of Financial Position – Other assets section within the MD&A of this Item and in Note 7 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS

We test goodwill for impairment annually and more frequently if circumstances warrant. We determine fair values for each of the reporting units using an income approach. When available and appropriate, we use comparative market multiples to corroborate discounted cash flow results. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 10.5% to 13.3%. Valuations using the market approach reflect prices and other relevant observable information generated by market transactions involving comparable businesses.

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods.

We review identified intangible assets with defined useful lives and subject to amortization for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. For our insurance activities remaining in continuing operations, we periodically test for impairment our deferred acquisition costs and present value of future profits.

Further information is provided in Notes 1 and 6 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 GECC 2014 FORM 10-K   50

PART II
 

INCOME TAXES

Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties. We review our tax positions quarterly and adjust the balances as new information becomes available. Our income tax rate is significantly affected by the tax rate on our global operations. In addition to local country tax laws and regulations, this rate depends on the extent earnings are indefinitely reinvested outside the United States. Indefinite reinvestment is determined by management's judgment about and intentions concerning the future operations of the Company. At December 31, 2014 and 2013, approximately $78 billion and $73 billion of earnings, respectively, have been indefinitely reinvested outside the United States. Most of these earnings have been reinvested in active non-U.S. business operations, and we do not intend to repatriate these earnings to fund U.S. operations. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not reinvested indefinitely.

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. We use our historical experience and our short- and long-range business forecasts to provide insight. Further, our global and diversified business portfolio gives us the opportunity to employ various prudent and feasible tax planning strategies to facilitate the recoverability of future deductions. Amounts recorded for deferred tax assets related to non-U.S. net operating losses, net of valuation allowances, were $4.7 billion and $4.6 billion at December 31, 2014 and 2013, respectively, including $0.6 billion and $0.8 billion at December 31, 2014 and 2013 of deferred tax assets, net of valuation allowances, associated with losses reported in discontinued operations, primarily related to our loss on the sale of GE Money Japan. Such year-end 2014 amounts are expected to be fully recoverable within the applicable statutory expiration periods. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established.

Further information on income taxes is provided in in the Other Consolidated Information – Income Taxes section and in Note 10 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

DERIVATIVES AND HEDGING

We use derivatives to manage a variety of risks, including risks related to interest rates, foreign exchange and commodity prices. Accounting for derivatives as hedges requires that, at inception and over the term of the arrangement, the hedged item and related derivative meet the requirements for hedge accounting. The rules and interpretations related to derivatives accounting are complex. Failure to apply this complex guidance correctly will result in all changes in the fair value of the derivative being reported in earnings, without regard to the offsetting changes in the fair value of the hedged item.

In evaluating whether a particular relationship qualifies for hedge accounting, we test effectiveness at inception and each reporting period thereafter by determining whether changes in the fair value of the derivative offset, within a specified range, changes in the fair value of the hedged item. If fair value changes fail this test, we discontinue applying hedge accounting to that relationship prospectively. Fair values of both the derivative instrument and the hedged item are calculated using internal valuation models incorporating market-based assumptions, subject to third-party confirmation, as applicable.

Further information about our use of derivatives is provided in Notes 1, 7, 14 and 15 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 GECC 2014 FORM 10-K    51

PART II
 
 

FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value every reporting period include investments in debt and equity securities and derivatives. Assets that are not measured at fair value every reporting period but that are subject to fair value measurements in certain circumstances include loans and long-lived assets that have been reduced to fair value when they are held for sale, impaired loans that have been reduced based on the fair value of the underlying collateral, cost and equity method investments and long-lived assets that are written down to fair value when they are impaired and the remeasurement of retained investments in formerly consolidated subsidiaries upon a change in control that results in deconsolidation of a subsidiary, if we sell a controlling interest and retain a noncontrolling stake in the entity. Assets that are written down to fair value when impaired and retained investments are not subsequently adjusted to fair value unless further impairment occurs.

A fair value measurement is determined as the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. The determination of fair value often involves significant judgments about assumptions such as determining an appropriate discount rate that factors in both risk and liquidity premiums, identifying the similarities and differences in market transactions, weighting those differences accordingly and then making the appropriate adjustments to those market transactions to reflect the risks specific to our asset being valued.

Further information on fair value measurements is provided in Notes 1, 14 and 15 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.

OTHER LOSS CONTINGENCIES

Other loss contingencies are uncertain and unresolved matters that arise in the ordinary course of business and result from events or actions by others that have the potential to result in a future loss. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory proceedings, product quality and losses resulting from other events and developments.

When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low-end of such range. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. When a loss is probable but a reasonable estimate cannot be made, disclosure is provided.

Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. We regularly review all contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. As discussed above, development of a meaningful estimate of loss or a range of potential loss is complex when the outcome is directly dependent on negotiations with or decisions by third parties, such as regulatory agencies, the court system and other interested parties. Such factors bear directly on whether it is possible to reasonably estimate a range of potential loss and boundaries of high and low estimates.

Further information is provided in Notes 2 and 17 to the consolidated financial statements in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.
 GECC 2014 FORM 10-K    52

PART II
 
 
OTHER ITEMS


NEW ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.
 
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. The ASU amends the consolidation guidance for VIEs and general partners' investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the effect of the ASU on our consolidated financial statements and related disclosures.

 GECC 2014 FORM 10-K    53

SUPPLEMENTAL INFORMATION


FINANCIAL MEASURES THAT SUPPLEMENT U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES MEASURES (NON-GAAP FINANCIAL MEASURES)

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 U.S. Securities and Exchange Commission rules. Specifically, we have referred, in various sections of this Form 10-K Report, to:

Average GECC shareowners' equity, excluding effects of discontinued operations
Ratio of adjusted debt to equity at GECC, net of liquidity
GE Capital ending net investment (ENI), excluding liquidity

The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures follow.


AVERAGE GECC SHAREOWNER'S EQUITY, EXCLUDING EFFECTS OF DISCONTINUED OPERATIONS(a)
                             
December 31 (In millions)
 
2014
   
2013
   
2012
   
2011
   
2010
                             
Average GECC shareowners' equity(a)
$
 85,370
 
$
 83,358
 
$
 79,956
 
$
 73,852
 
$
 68,490
Less the effects of the average net
                           
    investment in discontinued operations
 
 (33)
   
 (92)
   
 (373)
   
 5,033
   
 13,935
                             
Average GECC shareowners' equity,
                           
    excluding effects of discontinued operations(b)
$
 85,403
 
$
 83,450
 
$
 80,329
 
$
 68,819
 
$
54,555
                             
(a)
On an annual basis, calculated using a five-point average.
(b)
Used for computing return on average shareowners' equity and return on average total capital invested (ROTC).

Our ROTC calculation excludes earnings (losses) of discontinued operations from the numerator because GAAP requires us to display those earnings (losses) in the Statement of Earnings. Our calculation of average GECC shareowners' equity may not be directly comparable to similarly titled measures reported by other companies. We believe that it is a clearer way to measure the ongoing trend in return on total capital for the continuing operations of our businesses given the extent that
discontinued operations have affected our reported results. We believe that this results in a more relevant measure for management and investors to evaluate performance of our continuing operations, on a consistent basis, and to evaluate and compare the performance of our continuing operations with the ongoing operations of other businesses and companies.
 GECC 2014 FORM 10-K    54

 
PART II
 

RATIO OF ADJUSTED DEBT TO EQUITY AT GECC, NET OF LIQUIDITY
                             
December 31 (Dollars in millions)
 
2014
   
2013
   
2012
   
2011
   
2010
                             
GECC debt
$
 349,548
 
$
 371,062
 
$
 397,039
 
$
 442,830
 
$
 470,363
Add debt of businesses held for sale
                           
      and discontinued operations
 
 2,366
   
 316
   
 403
   
 527
   
 575
Adjusted GECC debt
 
 351,914
   
 371,378
   
 397,442
   
 443,357
   
 470,938
Less liquidity(a)
 
 75,544
   
 74,873
   
 61,853
   
 76,641
   
 60,231
Less cash of businesses held for
                           
      sale and discontinued operations
 
 808
   
 236
   
 265
   
 332
   
 222
 
$
 275,562
 
$
 296,269
 
$
 335,324
 
$
 366,384
 
$
 410,485
                             
GECC equity
$
 87,499
 
$
 82,694
 
$
 81,890
 
$
 77,110
 
$
 68,984
                             
Ratio
 
3.15:1
   
3.58:1
   
4.09:1
   
4.75:1
   
5.95:1
                             
(a)
Liquidity includes cash and equivalents and $1.2 billion of debt obligations of the U.S Treasury at December 31, 2014.

We have provided the GECC ratio of debt to equity on a basis that reflects the use of liquidity as a reduction of debt. For purposes of this ratio, we have also adjusted cash and debt balances to include amounts classified as assets and liabilities of businesses held for sale and discontinued operations. We believe that this is a useful comparison to a GAAP-based ratio of debt to equity because liquidity balances may be used to reduce debt. The usefulness of this supplemental measure may be limited, however, as the total amount of liquidity at any point in time may be different than the amount that could practically be applied to reduce outstanding debt. Despite this potential limitation, we believe that this measure, considered along with the corresponding GAAP measure, provides investors with additional information that may be more comparable to other financial institutions and businesses.


GE CAPITAL ENDING NET INVESTMENT (ENI), EXCLUDING LIQUIDITY
       
December 31 (In billions)
 
2014
       
GECC total assets
 
$
 500.2
Less assets of discontinued operations
   
 1.2
Less non-interest bearing liabilities
   
 60.5
GE Capital ENI
   
 438.5
Less liquidity(a)
   
 75.5
GE Capital ENI, excluding liquidity
 
$
 363.0
       
(a)
Liquidity includes cash and equivalents and $1.2 billion of debt obligations of the U.S. Treasury at December 31, 2014.

GE uses ENI to measure the size of its GE Capital segment. GE believes that this measure is a useful indicator of the capital (debt or equity) required to fund a business as it adjusts for non-interest bearing current liabilities generated in the normal course of business that do not require a capital outlay. GE also believes that by excluding liquidity, it provides a meaningful measure of assets requiring capital to fund its GE Capital segment as a substantial amount of liquidity resulted from debt issuances to pre-fund future debt maturities and will not be used to fund additional assets. Liquidity consists of cash and equivalents and certain debt obligations of the U.S. Treasury. As a general matter, investments included in liquidity are expected to be highly liquid, giving us the ability to readily convert them to cash. Providing this measure will help investors measure how we are performing against our previously communicated goal to reduce the size of our financial services segment.
 GECC 2014 FORM 10-K    55

PART II
 
 
REGULATIONS AND SUPERVISION


We are a regulated savings and loan holding company and in 2011 became subject to Federal Reserve Board (FRB) supervision under the Dodd-Frank Wall Street Reform and Consumer Protection Act (DFA). In 2013, the U.S. Financial Stability Oversight Council (FSOC) designated GECC as a nonbank systemically important financial institution (nonbank SIFI) under the DFA. As a result of this change in supervision and designation, stricter prudential regulatory standards and supervision apply to GECC. On November 25, 2014 the FRB proposed for comment enhanced prudential standards that would apply to GECC as a nonbank SIFI.  This proposal would, among other items, require GECC to comply with rules on capital and liquidity adequacy that apply to large bank holding companies, market terms requirements for intercompany transactions and enhanced risk management and governance requirements.  The proposed standards would also apply stress testing and capital planning requirements to GECC under the FRB's comprehensive capital analysis and review (CCAR) regulations. The comment period for the proposed standards closed on February 2, 2015, and the exact application of the proposed standards will not be known until after the final rule is published.

While the proposed enhanced prudential standards do not subject GECC to the Federal Reserve's capital plan rule applicable to large bank holding companies until the capital planning cycle beginning January 1, 2016, we do undertake an annual review of our capital adequacy prior to establishing a plan for dividends to our parent. This review is based on a forward-looking assessment of our material enterprise risks and involves the consideration of a number of factors. This analysis also includes an assessment of our capital and liquidity levels, as well as incorporating risk management and governance considerations. The most recent capital adequacy review was approved by the GECC board of directors and the GE Board of Directors Risk Committee in 2014. While a savings and loan holding company and nonbank SIFI like GECC is currently not required to obtain FRB approval to pay a dividend, it may not, under FRB regulations, conduct its operations in an unsafe or unsound manner. The FRB has articulated factors that it expects boards of directors of bank holding companies and savings and loan holding companies to consider in determining whether to pay a dividend.

In addition to the proposed enhanced prudential standards, as a non-bank SIFI GECC is also required to submit an annual resolution plan to the FRB and Federal Deposit Insurance Corporation (FDIC).  GECC submitted its first resolution plan to the FRB and FDIC on June 30, 2014. Our resolution plan describes how GECC could be resolved under existing insolvency regimes in a manner that mitigates potential disruption to the U.S. financial system and the global financial markets without the use of government support or taxpayer funds. If the FRB and FDIC determine that our resolution plan is deficient, the Dodd-Frank Act authorizes the FRB and FDIC to impose more stringent capital, leverage or liquidity requirements on us or restrict our growth or activities until we submit a plan remedying the deficiencies. If the FRB and FDIC ultimately determine that we have not adequately addressed the deficiencies, they could order us to divest assets or operations in order to facilitate our orderly resolution in the event of our failure.

We are also subject to the Volcker Rule, which U.S. regulators finalized on December 10, 2013. The rule prohibits companies that are affiliated with U.S. insured depository institutions from engaging in "proprietary trading" or acquiring or retaining ownership interest in, or sponsoring or engaging in certain transactions with, a "hedge fund" or a "private equity fund." Proprietary trading and fund investing, as prohibited by the rule, are not core activities for us, but we are assessing the full impact of the rule, in anticipation of full conformance with the rule, as required by July 21, 2015.
 GECC 2014 FORM 10-K    56

PART II
 

The company is making the following disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934. 

GE Money Bank, Czech Republic (GEMB CZ) is a full-service retail bank in the Czech Republic and a subsidiary of General Electric Capital Corporation. GEMB CZ maintains a $7.5 million line of credit and three cash accounts for DF DeutscheForfait s.r.o., a Czech company (DF Sub), which purchases receivables from imports and exports in Central and Eastern Europe. DF Sub is a subsidiary of DF Deutsche Forfait AG, a German company (DF Parent). On February 6, 2014, DF Parent was added to the specially designated nationals and blocked persons (SDN List) of the Office of Foreign Assets Control (OFAC) pursuant to E.O. 13382. The accounts at GEMB CZ for DF Sub pre-date this designation.  Following the designation, GEMB CZ terminated its relationship with DF Sub.  We believe that the transactions with DF Sub were permissible and do not violate U.S. law.
 GECC 2014 FORM 10-K    57

PART II
 
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about our global risk management can be found in the Risk Management and Financial Resources and Liquidity and Borrowings – Funding Plan – Exchange Rate and Interest Rate Risks sections in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K Report.

 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With our participation, an evaluation of the effectiveness of our internal control over financial reporting was conducted as of December 31, 2014, based on the framework and criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2014.

Our independent registered public accounting firm has issued an audit report on our internal control over financial reporting. Their report follows.




/s/ Keith S.Sherin
 
/s/ Robert C. Green
Keith S. Sherin
 
Robert C. Green
Chief Executive Officer
 
Chief Financial Officer


February 27, 2015
 GECC 2014 FORM 10-K    58

PART II
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
General Electric Capital Corporation:

We have audited the accompanying statement of financial position of General Electric Capital Corporation and consolidated affiliates ("GECC") as of December 31, 2014 and 2013, and the related statements of earnings, comprehensive income, changes in shareowners' equity and cash flows for each of the years in the three-year period ended December 31, 2014. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in Item 15. We also have audited GECC's internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework   (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). GECC's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements and schedule referred to above present fairly, in all material respects, the financial position of GECC as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, GECC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework   (2013) issued by COSO.

/s/ KPMG LLP
KPMG LLP
Stamford, Connecticut
February 27, 2015
 GECC 2014 FORM 10-K    59

PART II
 

AUDITED FINANCIAL STATEMENTS AND NOTES

Statement of Earnings
61
Statement of Comprehensive Income
62
Statement of Changes in Shareowners' Equity
62
Statement of Financial Position
63
Statement of Cash Flows
64
Notes to Consolidated Financial Statements
 
 
1
 
Basis of Presentation and Summary of Significant Accounting Policies
65
 
2
 
Assets and Liabilities of Businesses Held for Sale and Discontinued Operations
76
 
3
 
Investment Securities
81
 
4
 
Financing Receivables and Allowance for Losses on Financing Receivables
85
 
5
 
Property, Plant and Equipment
89
 
6
 
Goodwill and Other Intangible Assets
90
 
7
 
Other Assets
93
 
8
 
Borrowings and Bank Deposits
94
 
9
 
Investment Contracts, Insurance Liabilities and Insurance Annuity Benefits
95
 
10
 
Income Taxes
96
 
11
 
Shareowners' Equity
100
 
12
 
Revenues from Services
104
 
13
 
Operating and Administrative Expenses
105
 
14
 
Fair Value Measurements
105
 
15
 
Financial Instruments
110
 
16
 
Variable Interest Entities
115
 
17
 
Commitments and Guarantees
118
 
18
 
Supplemental Cash Flows Information
119
 
19
 
Supplemental Information About the Credit Quality of Financing Receivables and Allowance for Losses on Financing Receivables
120
 
20
 
Operating Segments
128
 
21
 
Quarterly Information (unaudited)
130
 GECC 2014 FORM 10-K    60

PART II
 
 
FINANCIAL STATEMENTS

GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
STATEMENT OF EARNINGS
               
                 
For the years ended December 31 (In millions)
 
2014
   
2013
   
2012
                 
Revenues
               
Revenues from services (Note 12)(a)
$
 42,777
 
$
 44,688
 
$
 45,385
Other-than-temporary impairment on investment securities:
               
   Total other-than-temporary impairment on investment securities
 
 (189)
   
 (778)
   
 (192)
       Less other-than-temporary impairment recognized in
               
         accumulated other comprehensive income
 
 16
   
 31
   
 52
   Net other-than-temporary impairment on investment securities recognized in earnings
 
 (173)
   
 (747)
   
 (140)
Revenues from services (Note 12)
 
 42,604
   
 43,941
   
 45,245
Sales of goods
 
 121
   
 126
   
 119
   Total revenues
 
 42,725
   
 44,067
   
 45,364
                 
Costs and expenses
               
Interest
 
 8,397
   
 9,267
   
 11,596
Operating and administrative (Note 13)
 
 13,053
   
 12,463
   
 12,023
Cost of goods sold
 
 104
   
 108
   
 99
Investment contracts, insurance losses and insurance annuity benefits
 
 2,678
   
 2,779
   
 2,984
Provision for losses on financing receivables (Note 4)
 
 3,993
   
 4,818
   
 3,832
Depreciation and amortization (Note 5)
 
 6,859
   
 7,313
   
 6,901
   Total costs and expenses
 
 35,084
   
 36,748
   
 37,435
                 
Earnings from continuing operations before income taxes
 
 7,641
   
 7,319
   
 7,929
Benefit (provision) for income taxes (Note 10)
 
 (138)
   
 992
   
 (521)
                 
Earnings from continuing operations
 
 7,503
   
 8,311
   
 7,408
Earnings (loss) from discontinued operations, net of taxes (Note 2)
 
 (107)
   
 (2,054)
   
 (1,130)
Net earnings
 
 7,396
   
 6,257
   
 6,278
Less net earnings (loss) attributable to noncontrolling interests
 
 162
   
 53
   
 63
Net earnings attributable to GECC
 
 7,234
   
 6,204
   
 6,215
Preferred stock dividends declared
 
 (322)
   
 (298)
   
 (123)
Net earnings attributable to GECC common shareowner
$
 6,912
 
$
 5,906
 
$
 6,092

Amounts attributable to GECC common shareowner:
               
Earnings from continuing operations
$
 7,503
 
$
 8,311
 
$
 7,408
Less net earnings (loss) attributable to noncontrolling interests
 
 162
   
 53
   
 63
Earnings from continuing operations attributable to GECC
 
 7,341
   
 8,258
   
 7,345
Preferred stock dividends declared
 
 (322)
   
 (298)
   
 (123)
Earnings from continuing operations attributable to GECC common shareowner
 
 7,019
   
 7,960
   
 7,222
Earnings (loss) from discontinued operations, net of taxes
 
 (107)
   
 (2,054)
   
 (1,130)
Net earnings attributable to GECC common shareowner
$
 6,912
 
$
 5,906
 
$
 6,092
                 
(a)       Excluding net other-than-temporary impairment on investment securities.



See accompanying notes.
 GECC 2014 FORM 10-K    61

PART II
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
STATEMENT OF COMPREHENSIVE INCOME
               
                 
For the years ended December 31 (In millions)
 
2014
   
2013
   
2012
                 
Net earnings
$
 7,396
 
$
 6,257
 
$
 6,278
Less net earnings (loss) attributable to noncontrolling interests
 
 162
   
 53
   
 63
Net earnings attributable to GECC
$
 7,234
 
$
 6,204
 
$
 6,215
                 
Other comprehensive income (loss)
               
   Investment securities
$
 703
 
$
 (369)
 
$
 707
   Currency translation adjustments
 
 (325)
   
 (563)
   
 280
   Cash flow hedges
 
 278
   
 455
   
 354
   Benefit plans
 
 (214)
   
 373
   
 (173)
Other comprehensive income (loss)
 
 442
   
 (104)
   
 1,168
Less other comprehensive income (loss) attributable to noncontrolling interests
 
 (15)
   
 (10)
   
 12
Other comprehensive income (loss) attributable to GECC
$
 457
 
$
 (94)
 
$
 1,156
                 
Comprehensive income
$
 7,838
 
$
 6,153
 
$
 7,446
Less comprehensive income (loss) attributable to noncontrolling interests
 
 147
   
 43
   
 75
Comprehensive income attributable to GECC
$
 7,691
 
$
 6,110
 
$
 7,371
                 
Amounts presented net of taxes. See Note 11 for further information about other comprehensive income and noncontrolling interests.

See accompanying notes.
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
STATEMENT OF CHANGES IN SHAREOWNERS' EQUITY
                   
(In millions)
   
2014
   
2013
   
2012
                   
GECC shareowners' equity balance at January 1
 
$
 82,694
 
$
 81,890
 
$
 77,110
Increases from net earnings attributable to GECC
   
 7,234
   
 6,204
   
 6,215
Dividends and other transactions with shareowners
   
 (3,322)
   
 (6,283)
   
 (6,549)
Other comprehensive income (loss) attributable to GECC
   
 457
   
 (94)
   
 1,156
Changes in additional paid-in capital
   
 436
   
 977
   
 3,958
Ending balance at December 31
   
 87,499
   
 82,694
   
 81,890
Noncontrolling interests
   
 2,899
   
 432
   
 707
Total equity balance at December 31
 
$
 90,398
 
$
 83,126
 
$
 82,597
                   
See Note 11 for further information about changes in shareowners' equity.

See accompanying notes.
 GECC 2014 FORM 10-K    62

PART II
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
STATEMENT OF FINANCIAL POSITION
           
At December 31 (In millions, except share amounts)
2014
 
2013
       
Assets
         
Cash and equivalents
$
 74,292
 
$
 74,873
Investment securities (Note 3)
 
 47,827
   
 43,662
Inventories
 
 50
   
 68
Financing receivables – net (Notes 4 and 19)
 
 237,018
   
 253,029
Other receivables
 
 16,683
   
 16,513
Property, plant and equipment - net (Note 5)
 
 49,570
   
 51,607
Goodwill (Note 6)
 
 25,026
   
 26,195
Other intangible assets – net (Note 6)
 
 1,176
   
 1,136
Other assets (Note 7)
 
 43,875
   
 47,366
Assets of businesses held for sale (Note 2)
 
 3,474
   
 50
Assets of discontinued operations (Note 2)
 
 1,225
   
 2,330
Total assets(a)
$
 500,216
 
$
 516,829
 
         
Liabilities and equity
         
Short-term borrowings (Note 8)
$
 68,780
 
$
 77,298
Accounts payable
 
 6,177
   
 6,549
Non-recourse borrowings of consolidated securitization entities (Note 8)
 
 29,938
   
 30,124
Bank deposits (Note 8)
 
 62,839
   
 53,361
Long-term borrowings (Note 8)
 
 187,991
   
 210,279
Investment contracts, insurance liabilities and insurance annuity benefits (Note 9)
 
 28,027
   
 26,979
Other liabilities
 
 16,313
   
 20,531
Deferred income taxes (Note 10)
 
 6,231
   
 4,786
Liabilities of businesses held for sale (Note 2)
 
 2,434
   
 6
Liabilities of discontinued operations (Note 2)
 
 1,088
   
 3,790
Total liabilities(a)
 
 409,818
   
 433,703
           
 
Preferred stock, $0.01 par value (750,000 shares authorized at December 31, 2014 and 2013,
         
   and 50,000 shares issued and outstanding at December 31, 2014 and 2013, respectively)
 
 -
   
 -
Common stock, $14 par value (4,166,000 shares authorized at December 31, 2014 and 2013,
         
   and 1,000 shares issued and outstanding at December 31, 2014 and 2013)
 
 -
   
 -
Accumulated other comprehensive income (loss) – net(b)
         
   Investment securities
 
 1,010
   
 309
   Currency translation adjustments
 
 (838)
   
 (687)
   Cash flow hedges
 
 (172)
   
 (293)
   Benefit plans
 
 (577)
   
 (363)
Additional paid-in capital
 
 32,999
   
 32,563
Retained earnings
 
 55,077
   
 51,165
Total GECC shareowners' equity
 
 87,499
   
 82,694
Noncontrolling interests(c)(Note 11)
 
 2,899
   
 432
Total equity (Note 11)
 
 90,398
   
 83,126
Total liabilities and equity
$
 500,216
 
$
 516,829
           
(a) Our consolidated assets at December 31, 2014 included total assets of $50,586 million of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs. These assets included net financing receivables of $43,620 million and investment securities of $3,374 million. Our consolidated liabilities at December 31, 2014 included liabilities of certain VIEs for which the VIE creditors do not have recourse to GECC. These liabilities included non-recourse borrowings of consolidated securitization entities (CSEs) of $28,664 million. See Note 16.

(b) The sum of accumulated other comprehensive income (loss) (AOCI) attributable to GECC was $(577) million and $(1,034) million at December 31, 2014 and 2013, respectively.

(c) Included AOCI attributable to noncontrolling interests of $(154) million and $(139) million at December 31, 2014 and 2013, respectively.


See accompanying notes.
 GECC 2014 FORM 10-K    63

PART II
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
STATEMENT OF CASH FLOWS
                 
For the years ended December 31 (In millions)
2014
 
2013
 
2012
                 
Cash flows – operating activities
               
Net earnings
$
 7,396
 
$
 6,257
 
$
 6,278
Less net earnings (loss) attributable to noncontrolling interests
 
 162
   
 53
   
 63
Net earnings attributable to GECC
 
 7,234
   
 6,204
   
 6,215
(Earnings) loss from discontinued operations
 
 107
   
 2,054
   
 1,130
Adjustments to reconcile net earnings attributable to GECC
               
   to cash provided from operating activities
               
    Depreciation and amortization of property, plant and equipment
 
 6,859
   
 7,313
   
 6,901
      Deferred income taxes
 
 (710)
   
 (724)
   
 (858)
      Decrease/(increase) in inventories
 
 27
   
 33
   
 (27)
      Increase in accounts payable
 
 (2)
   
 73
   
 (880)
      Provision for losses on financing receivables
 
 3,993
   
 4,818
   
 3,832
      All other operating activities
 
 240
   
 99
   
 5,418
Cash from (used for) operating activities – continuing operations
 
 17,748
   
 19,870
   
 21,731
Cash from (used for) operating activities – discontinued operations
 
 197
   
 (456)
   
 316
Cash from (used for) operating activities
 
 17,945
   
 19,414
   
 22,047
                 
Cash flows – investing activities
               
Additions to property, plant and equipment
 
 (10,410)
   
 (9,978)
   
 (11,879)
Dispositions of property, plant and equipment
 
 6,284
   
 5,883
   
 6,184
Net decrease (increase) in financing receivables
 
 (5,689)
   
 3,589
   
 5,490
Proceeds from sale of discontinued operations
 
 232
   
 528
   
 227
Proceeds from principal business dispositions
 
 2,320
   
 1,983
   
 2,863
Net cash from (payments for) principal businesses purchased
 
 (548)
   
 6,384
   
 -
All other investing activities
 
 6,997
   
 14,972
   
 11,794
Cash from (used for) investing activities – continuing operations
 
 (814)
   
 23,361
   
 14,679
Cash from (used for) investing activities – discontinued operations
 
 (290)
   
 441
   
 (288)
Cash from (used for) investing activities
 
 (1,104)
   
 23,802
   
 14,391
                 
Cash flows – financing activities
               
Net increase (decrease) in borrowings (maturities of 90 days or less)
 
 (6,781)
   
 (13,892)
   
 (1,401)
Net increase (decrease) in bank deposits
 
 13,286
   
 2,197
   
 2,450
Newly issued debt (maturities longer than 90 days)
 
 34,464
   
 44,888
   
 55,841
Repayments and other debt reductions (maturities longer than 90 days)
 
 (53,057)
   
 (56,429)
   
 (103,908)
Proceeds from issuance of preferred stock
 
 -
   
 990
   
 3,960
Dividends paid to shareowners
 
 (3,322)
   
 (6,283)
   
 (6,549)
Proceeds from initial public offering of Synchrony Financial
 
 2,842
   
 -
   
 -
All other financing activities
 
 (1,091)
   
 (909)
   
 (2,867)
Cash from (used for) financing activities – continuing operations
 
 (13,659)
   
 (29,438)
   
 (52,474)
Cash from (used for) financing activities – discontinued operations
 
 (6)
   
 56
   
 (19)
Cash from (used for) financing activities
 
 (13,665)
   
 (29,382)
   
 (52,493)
                 
Effect of currency exchange rate changes on cash and equivalents
 
 (3,180)
   
 (773)
   
 1,276
                 
Increase (decrease) in cash and equivalents
 
 (4)
   
 13,061
   
 (14,779)
Cash and equivalents at beginning of year
 
 75,105
   
 62,044
   
 76,823
Cash and equivalents at end of year
 
 75,101
   
 75,105
   
 62,044
Less cash and equivalents of discontinued operations at end of year
 
 133
   
 232
   
 191
Cash and equivalents of continuing operations at end of year
$
 74,968
 
$
 74,873
 
$
 61,853
                 
Supplemental disclosure of cash flows information
               
Cash paid during the year for interest
$
 (8,910)
 
$
 (8,146)
 
$
 (12,172)
Cash recovered (paid) during the year for income taxes
 
 (1,618)
   
 2,266
   
 (250)
                 

See accompanying notes.

See Note 18 for supplemental information regarding the Statement of Cash Flows.
 GECC 2014 FORM 10-K    64

PART II
 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING PRINCIPLES

Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP).

CONSOLIDATION

At December 31, 2014, all of our outstanding common stock was owned by General Electric Company (GE Company or GE). Our financial statements consolidate all of our affiliates – entities in which we have a controlling financial interest, most often because we hold a majority voting interest. We also consolidate the economic interests we hold in certain businesses within companies in which we hold a voting equity interest and are majority owned by our ultimate parent, but which we have agreed to actively manage and control.

To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (VIE) model to the entity, otherwise the entity is evaluated under the voting interest model. Where we hold current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE's economic performance combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, we have a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the design of an entity we reconsider whether it is subject to the VIE model. We continuously evaluate whether we have a controlling financial interest in a VIE.

We hold a controlling financial interest in other entities where we currently hold, directly or indirectly, more than 50% of the voting rights or where we exercise control through substantive participating rights or as a general partner. Where we are a general partner, we consider substantive removal rights held by other partners in determining if we hold a controlling financial interest. We reevaluate whether we have a controlling financial interest in these entities when our voting or substantive participating rights change.

Associated companies are unconsolidated VIEs and other entities in which we do not have a controlling financial interest, but over which we have significant influence, most often because we hold a voting interest of 20% to 50%. Associated companies are accounted for as equity method investments. Results of associated companies are presented on a one-line basis. Investments in, and advances to, associated companies are presented on a one-line basis in the caption "Other assets" in our Statement of Financial Position, net of allowance for losses, which represents our best estimate of probable losses inherent in such assets.

SYNCHRONY FINANCIAL INITIAL PUBLIC OFFERING

On August 5, 2014, we completed the initial public offering (IPO) of our North American Retail Finance business, Synchrony Financial, as a first step in a planned, staged exit from that business. Synchrony Financial closed the IPO of 125 million shares of common stock at a price to the public of $23.00 per share and on September 3, 2014, Synchrony Financial issued an additional 3.5 million shares of common stock pursuant to an option granted to the underwriters in the IPO (Underwriters' Option). We received net proceeds from the IPO and the Underwriters' Option of $2,842 million, which remain at Synchrony Financial. Following the closing of the IPO and the Underwriters' Option, we currently own approximately 85% of Synchrony Financial and as a result, GECC continues to consolidate the business. The 15% is presented as noncontrolling interests. In addition, in August 2014, Synchrony Financial completed issuances of $3,593 million of senior unsecured debt with maturities up to 10 years and $8,000 million of unsecured term loans maturing in 2019, and in October 2014 completed issuances of
 GECC 2014 FORM 10-K    65

PART II
 
 
$750 million of unsecured term loans maturing in 2019 under the New Bank Term Loan Facility with third party lenders. Subsequent to December 31, 2014 through February 13, 2015, Synchrony Financial issued an additional $1,000 million of senior unsecured debt maturing in 2020.

FINANCIAL STATEMENT PRESENTATION

We have reclassified certain prior-year amounts to conform to the current-year's presentation.

Financial data and related measurements are presented in the following categories:

Consolidated. This represents the adding together of all affiliates, giving effect to the elimination of transactions between affiliates.

Operating Segments. These comprise our five businesses, focused on the broad markets they serve: Commercial Lending and Leasing (CLL), Consumer, Real Estate, Energy Financial Services and GE Capital Aviation Services (GECAS). Prior-period information has been reclassified to be consistent with how we managed our businesses in 2014.

Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. Certain of our operations have been presented as discontinued. See Note 2.

The effects of translating to U.S. dollars the financial statements of non-U.S. affiliates whose functional currency is the local currency are included in shareowners' equity. Asset and liability accounts are translated at year-end exchange rates, while revenues and expenses are translated at average rates for the respective periods.

Preparing financial statements in conformity with U.S. GAAP requires us to make estimates based on assumptions about current, and for some estimates future, economic and market conditions (for example, unemployment, market liquidity, the real estate market, etc.), which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that in 2015 actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in future impairments of investment securities, goodwill, intangibles and long-lived assets, incremental losses on financing receivables, establishment of valuation allowances on deferred tax assets and increased tax liabilities.

GECC REVENUES FROM SERVICES (EARNED INCOME)

We use the interest method to recognize income on loans. Interest on loans includes origination, commitment and other non-refundable fees related to funding (recorded in earned income on the interest method). We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due, with the exception of consumer credit card accounts. Beginning in the fourth quarter of 2013, we continue to accrue interest on consumer credit cards until the accounts are written off in the period the account becomes 180 days past due. Previously, we stopped accruing interest on consumer credit cards when the account became 90 days past due.  Previously recognized interest income that was accrued but not collected from the borrower is reversed, unless the terms of the loan agreement permit capitalization of accrued interest to the principal balance. Although we stop accruing interest in advance of payments, we recognize interest income as cash is collected when appropriate, provided the amount does not exceed that which would have been earned at the historical effective interest rate; otherwise, payments received are applied to reduce the principal balance of the loan.

We resume accruing interest on nonaccrual, non-restructured commercial loans only when (a) payments are brought current according to the loan's original terms and (b) future payments are reasonably assured. When we agree to restructured terms with the borrower, we resume accruing interest only when it is reasonably assured that we will recover full contractual payments, and such loans pass underwriting reviews equivalent to those applied to new loans. We resume accruing interest
 GECC 2014 FORM 10-K    66

PART II
 

on nonaccrual consumer loans when the customer's account is less than 90 days past due and collection of such amounts is probable. Interest accruals on modified consumer loans that are not considered to be troubled debt restructurings (TDRs) may return to current status (re-aged) only after receipt of at least three consecutive minimum monthly payments or the equivalent cumulative amount, subject to a re-aging limitation of once a year, or twice in a five-year period.

We recognize financing lease income on the interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values are based upon management's best estimates of the value of the leased asset at the end of the lease term. We use various sources of data in determining this estimate, including information obtained from third parties, which is adjusted for the attributes of the specific asset under lease. Guarantees of residual values by unrelated third parties are considered part of minimum lease payments. Significant assumptions we use in estimating residual values include estimated net cash flows over the remaining lease term, anticipated results of future remarketing, and estimated future component part and scrap metal prices, discounted at an appropriate rate.

We recognize operating lease income on a straight-line basis over the terms of underlying leases.

Fees include commitment fees related to loans that we do not expect to fund and line-of-credit fees. We record these fees in earned income on a straight-line basis over the period to which they relate. We record syndication fees in earned income at the time related services are performed, unless significant contingencies exist.

DEPRECIATION AND AMORTIZATION

The cost of our equipment leased to others on operating leases is depreciated on a straight-line basis to estimated residual value over the lease term or over the estimated economic life of the equipment.

The cost of acquired real estate investments is depreciated on a straight-line basis to the estimated salvage value over the expected useful life or the estimated proceeds upon sale of the investment at the end of the expected holding period if that approach produces a higher measure of depreciation expense.

The cost of intangible assets is generally amortized on a straight-line basis over the asset's estimated economic life. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. See Notes 5 and 6.

LOSSES ON FINANCING RECEIVABLES

Losses on financing receivables are recognized when they are incurred, which requires us to make our best estimate of probable losses inherent in the portfolio. The method for calculating the best estimate of losses depends on the size, type and risk characteristics of the related financing receivable. Such an estimate requires consideration of historical loss experience, adjusted for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates, financial health of specific customers and market sectors, collateral values (including housing price indices as applicable), and the present and expected future levels of interest rates. The underlying assumptions, estimates and assessments we use to provide for losses are updated periodically to reflect our view of current conditions and are subject to the regulatory examination process, which can result in changes to our assumptions. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible that we will experience credit losses that are different from our current estimates. Write-offs are deducted from the allowance for losses when we judge the principal to be uncollectible and subsequent recoveries are added to the allowance at the time cash is received on a written-off account.

"Impaired" loans are defined as larger-balance or restructured loans for which it is probable that the lender will be unable to collect all amounts due according to the original contractual terms of the loan agreement.
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The vast majority of our Consumer and a portion of our CLL nonaccrual receivables are excluded from this definition, as they represent smaller-balance homogeneous loans that we evaluate collectively by portfolio for impairment.

Impaired loans include nonaccrual receivables on larger-balance or restructured loans, loans that are currently paying interest under the cash basis and loans paying currently that had been previously restructured.

Specific reserves are recorded for individually impaired loans to the extent we have determined that it is probable that we will be unable to collect all amounts due according to original contractual terms of the loan agreement. Certain loans classified as impaired may not require a reserve because we believe that we will ultimately collect the unpaid balance (through collection or collateral repossession).

"Troubled debt restructurings" (TDRs) are those loans for which we have granted a concession to a borrower experiencing financial difficulties where we do not receive adequate compensation. Such loans are classified as impaired, and are individually reviewed for specific reserves.

"Nonaccrual financing receivables" are those on which we have stopped accruing interest. We stop accruing interest at the earlier of the time at which collection of an account becomes doubtful or the account becomes 90 days past due, with the exception of consumer credit card accounts, for which we continue to accrue interest until the accounts are written off in the period that the account becomes 180 days past due. Although we stop accruing interest in advance of payments, we recognize interest income as cash is collected when appropriate provided the amount does not exceed that which would have been earned at the historical effective interest rate. Recently restructured financing receivables are not considered delinquent when payments are brought current according to the restructured terms, but may remain classified as nonaccrual until there has been a period of satisfactory payment performance by the borrower and future payments are reasonably assured of collection.

"Delinquent" receivables are those that are 30 days or more past due based on their contractual terms.

The same financing receivable may meet more than one of the definitions above. Accordingly, these categories are not mutually exclusive and it is possible for a particular loan to meet the definitions of a TDR, impaired loan and nonaccrual loan and be included in each of these categories. The categorization of a particular loan also may not be indicative of the potential for loss.

Our consumer loan portfolio consists of smaller-balance, homogeneous loans, including credit card receivables, installment loans, auto loans and leases and residential mortgages. We collectively evaluate each portfolio for impairment quarterly. The allowance for losses on these receivables is established through a process that estimates the probable losses inherent in the portfolio based upon statistical analyses of portfolio data. These analyses include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with other analyses that reflect current trends and conditions. We also consider our historical loss experience to date based on actual defaulted loans and overall portfolio indicators including nonaccrual loans, trends in loan volume and lending terms, credit policies and other observable environmental factors such as unemployment rates and home price indices.

Our commercial loan and lease portfolio consists of a variety of loans and leases, including both larger-balance, non-homogeneous loans and leases and smaller-balance homogeneous loans and leases. Losses on such loans and leases are recorded when probable and estimable. We routinely evaluate our entire portfolio for potential specific credit or collection issues that might indicate an impairment.

For larger-balance, non-homogeneous loans and leases, we consider the financial status, payment history, collateral value, industry conditions and guarantor support related to specific customers. Any delinquencies or bankruptcies are indications of potential impairment requiring further assessment of collectability. We routinely receive financial as well as rating agency reports on our customers, and we elevate for further attention those customers whose operations we judge to be marginal or
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deteriorating. We also elevate customers for further attention when we observe a decline in collateral values for asset-based loans. While collateral values are not always available, when we observe such a decline, we evaluate relevant markets to assess recovery alternatives – for example, for real estate loans, relevant markets are local; for commercial aircraft loans, relevant markets are global.

Measurement of the loss on our impaired commercial loans is based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of collateral, net of expected selling costs, if the loan is determined to be collateral dependent. We determine whether a loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral. Our review process can often result in reserves being established in advance of a modification of terms or designation as a TDR. After providing for specific incurred losses, we then determine an allowance for losses that have been incurred in the balance of the portfolio but cannot yet be identified to a specific loan or lease. This estimate is based upon various statistical analyses considering historical and projected default rates and loss severity and aging, as well as our view on current market and economic conditions. It is prepared by each respective line of business. For Real Estate, this includes assessing the probability of default and the loss given default based on loss history of our portfolio for loans with similar loan metrics and attributes.
 
We consider multiple factors in evaluating the adequacy of our allowance for losses on Real Estate financing receivables, including loan-to-value ratios, collateral values at the individual loan level, debt service coverage ratios, delinquency status, and economic factors including interest rate and real estate market forecasts. In addition to these factors, we evaluate a Real Estate loan for impairment classification if its projected loan-to-value ratio at maturity is in excess of 100%, even if the loan is currently paying in accordance with its contractual terms. Substantially all of the loans in the Real Estate portfolio are considered collateral dependent and are measured for impairment based on the fair value of collateral. If foreclosure is deemed probable or if repayment is dependent solely on the sale of collateral, we also include estimated selling costs in our reserve. Collateral values for our Real Estate loans are determined based upon internal cash flow estimates discounted at an appropriate rate and corroborated by external appraisals, as appropriate. Collateral valuations are routinely monitored and updated annually, or more frequently for changes in collateral, market and economic conditions. Further discussion on determination of fair value is in the Fair Value Measurements section below.

Experience is not available for new products; therefore, while we are developing that experience, we set loss allowances based on our experience with the most closely analogous products in our portfolio.

Our loss mitigation strategy intends to minimize economic loss and, at times, can result in rate reductions, principal forgiveness, extensions, forbearance or other actions, which may cause the related loan to be classified as a TDR.

We utilize certain loan modification programs for borrowers experiencing temporary financial difficulties in our Consumer loan portfolio. These loan modification programs are primarily concentrated in our non-U.S. residential mortgage and non-U.S. installment and revolving portfolios and include short-term (three months or less) interest rate reductions and payment deferrals, which were not part of the terms of the original contract. We sold our U.S. residential mortgage business in 2007 and, as such, do not participate in the U.S. government-sponsored mortgage modification programs.

Our allowance for losses on financing receivables on these modified consumer loans is determined based upon a formulaic approach that estimates the probable losses inherent in the portfolio based upon statistical analyses of the portfolio. Data related to redefault experience is also considered in our overall reserve adequacy review. Once the loan has been modified, it returns to current status (re-aged) only after receipt of at least three consecutive minimum monthly payments or the equivalent cumulative amount, subject to a re-aging limitation of once a year, or twice in a five-year period in accordance with the Federal Financial Institutions Examination Council guidelines on Uniform Retail Credit Classification and Account Management policy issued in June 2000. We believe that the allowance for losses would not be materially different had we not re-aged these accounts.
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For commercial loans, we evaluate changes in terms and conditions to determine whether those changes meet the criteria for classification as a TDR on a loan-by-loan basis. In CLL, these changes primarily include: changes to covenants, short-term payment deferrals and maturity extensions. For these changes, we receive economic consideration, including additional fees and/or increased interest rates, and evaluate them under our normal underwriting standards and criteria. Changes to Real Estate's loans primarily include maturity extensions, principal payment acceleration, changes to collateral terms, and cash sweeps, which are in addition to, or sometimes in lieu of, fees and rate increases. The determination of whether these changes to the terms and conditions of our commercial loans meet the TDR criteria includes our consideration of all of the relevant facts and circumstances. When the borrower is experiencing financial difficulty, we carefully evaluate these changes to determine whether they meet the form of a concession. In these circumstances, if the change is deemed to be a concession, we classify the loan as a TDR.

When we repossess collateral in satisfaction of a loan, we write down the receivable against the allowance for losses. Repossessed collateral is included in the caption "Other assets" in the Statement of Financial Position and carried at the lower of cost or estimated fair value less costs to sell.

For Consumer loans, we write off unsecured closed-end installment loans when they are 120 days contractually past due and unsecured open-ended revolving loans at 180 days contractually past due. We write down consumer loans secured by collateral other than residential real estate when such loans are 120 days past due. Consumer loans secured by residential real estate (both revolving and closed-end loans) are written down to the fair value of collateral, less costs to sell, no later than when they become 180 days past due. Unsecured consumer loans in bankruptcy are written off within 60 days of notification of filing by the bankruptcy court or within contractual write-off periods, whichever occurs earlier.

Write-offs on larger-balance impaired commercial loans are based on amounts deemed uncollectible and are reviewed quarterly. Write-offs are determined based on the consideration of many factors, such as expectations of the workout plan or restructuring of the loan, valuation of the collateral and the prioritization of our claim in bankruptcy. Write-offs are recognized against the allowance for losses at the earlier of transaction confirmation (for example, discounted pay-off, restructuring, foreclosure, etc.) or not later than 360 days after initial recognition of a specific reserve for a collateral dependent loan. If foreclosure is probable, the write-off is determined based on the fair value of the collateral less costs to sell. Smaller-balance, homogeneous commercial loans are written off at the earlier of when deemed uncollectible or at 180 days past due.

PARTIAL SALES OF BUSINESS INTERESTS

Gains or losses on sales of affiliate shares where we retain a controlling financial interest are recorded in equity. Gains or losses on sales that result in our loss of a controlling financial interest are recorded in earnings along with remeasurement gains or losses on any investments in the entity that we retained.

CASH AND EQUIVALENTS

Debt securities and money market instruments with original maturities of three months or less are included in cash equivalents unless designated as available-for-sale and classified as investment securities.

INVESTMENT SECURITIES

We report investments in debt and marketable equity securities, and certain other equity securities, at fair value. See Note 14 for further information on fair value. Unrealized gains and losses on available-for-sale investment securities are included in shareowners' equity, net of applicable taxes and other adjustments. We regularly review investment securities for impairment using both quantitative and qualitative criteria.

For debt securities, if we do not intend to sell the security or it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate other qualitative criteria to determine whether we do not expect to
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recover the amortized cost basis of the security, such as the financial health of and specific prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. We also evaluate quantitative criteria including determining whether there has been an adverse change in expected future cash flows. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to be other-than-temporarily impaired, and we record the difference between the security's amortized cost basis and its recoverable amount in earnings and the difference between the security's recoverable amount and fair value in other comprehensive income. If we intend to sell the security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, the security is also considered other-than-temporarily impaired and we recognize the entire difference between the security's amortized cost basis and its fair value in earnings. For equity securities, we consider the length of time and magnitude of the amount that each security is in an unrealized loss position. If we do not expect to recover the entire amortized cost basis of the security, we consider the security to be other-than-temporarily impaired, and we record the difference between the security's amortized cost basis and its fair value in earnings.

Realized gains and losses are accounted for on the specific identification method. Unrealized gains and losses on investment securities classified as trading and certain retained interests are included in earnings.

GOODWILL AND OTHER INTANGIBLE ASSETS

We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is the operating segment, or one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value and the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill. We use discounted cash flows to establish fair values. When available and as appropriate, we use comparative market multiples to corroborate discounted cash flow results. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business disposed and the portion of the reporting unit that will be retained.

We amortize the cost of other intangibles over their estimated useful lives. The cost of intangible assets is generally amortized on a straight-line basis over the asset's estimated economic life. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values.

INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND INSURANCE ANNUITY BENEFITS

Certain entities that we consolidate provide guaranteed investment contracts, primarily to states, municipalities and municipal authorities.

Our insurance activities include providing insurance and reinsurance for life and health risks and providing certain annuity products. Two primary product groups are provided: traditional insurance contracts and investment contracts. Insurance contracts are contracts with significant mortality and/or morbidity risks, while investment contracts are contracts without such risks.

For short-duration insurance contracts, including accident and health insurance, we report premiums as earned income over the terms of the related agreements, generally on a pro-rata basis. For traditional long-duration insurance contracts including long-term care, term, whole life and annuities payable for the life of the annuitant, we report premiums as earned income when due.
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Premiums received on investment contracts (including annuities without significant mortality risk) are not reported as revenues but rather as deposit liabilities. We recognize revenues for charges and assessments on these contracts, mostly for mortality, contract initiation, administration and surrender. Amounts credited to policyholder accounts are charged to expense.

Liabilities for traditional long-duration insurance contracts represent the present value of such benefits less the present value of future net premiums based on mortality, morbidity, interest and other assumptions at the time the policies were issued or acquired. Liabilities for investment contracts equal the account value, that is, the amount that accrues to the benefit of the contract or policyholder including credited interest and assessments through the financial statement date. For guaranteed investment contracts, the liability is also adjusted as a result of fair value hedging activity.

Liabilities for unpaid claims and estimated claim settlement expenses represent our best estimate of the ultimate obligations for reported and incurred-but-not-reported claims and the related estimated claim settlement expenses. Liabilities for unpaid claims and estimated claim settlement expenses are continually reviewed and adjusted through current operations.

FAIR VALUE MEASUREMENTS

For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1
Quoted prices for identical instruments in active markets.
Level 2
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3
Significant inputs to the valuation model are unobservable.
 
We maintain policies and procedures to value instruments using the best and most relevant data available. In addition, we have risk management teams that review valuation, including independent price validation for certain instruments. With regard to Level 3 valuations (including instruments valued by third parties), we perform a variety of procedures to assess the reasonableness of the valuations. Such reviews, which may be performed quarterly, monthly or weekly, include an evaluation of instruments whose fair value change exceeds predefined thresholds (and/or does not change) and consider the current interest rate, currency and credit environment, as well as other published data, such as rating agency market reports and current appraisals. These reviews are performed within each business by the asset and risk managers, pricing committees and valuation committees. A detailed review of methodologies and assumptions is performed by individuals independent of the business for individual measurements with a fair value exceeding predefined thresholds. This detailed review may include the use of a third- party valuation firm.

RECURRING FAIR VALUE MEASUREMENTS

The following sections describe the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

Investments in Debt and Equity Securities. When available, we use quoted market prices to determine the fair value of investment securities, and they are included in Level 1. Level 1 securities primarily include publicly traded equity securities.
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For large numbers of investment securities for which market prices are observable for identical or similar investment securities but not readily accessible for each of those investments individually (that is, it is difficult to obtain pricing information for each individual investment security at the measurement date), we obtain pricing information from an independent pricing vendor. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the model of the pricing vendor are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market-related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing vendor uses available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The pricing vendor considers available market observable inputs in determining the evaluation for a security. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2 and primarily comprise our portfolio of corporate fixed income, and government, mortgage and asset-backed securities. In infrequent circumstances, our pricing vendors may provide us with valuations that are based on significant unobservable inputs, and in those circumstances we classify the investment securities in Level 3.

Annually, we conduct reviews of our primary pricing vendor to validate that the inputs used in that vendor's pricing process are deemed to be market observable as defined in the standard. While we are not provided access to proprietary models of the vendor, our reviews have included on-site walk-throughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. Our reviews also include an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process we perform each reporting period. In addition, the pricing vendor has an established challenge process in place for all security valuations, which facilitates identification and resolution of potentially erroneous prices. We believe that the prices received from our pricing vendor are representative of prices that would be received to sell the assets at the measurement date (exit prices) and are classified appropriately in the hierarchy.

We use non-binding broker quotes and other third-party pricing services as our primary basis for valuation when there is limited, or no, relevant market activity for a specific instrument or for other instruments that share similar characteristics. We have not adjusted the prices we have obtained. Investment securities priced using non-binding broker quotes and other third-party pricing services are included in Level 3. As is the case with our primary pricing vendor, third-party brokers and other third-party pricing services do not provide access to their proprietary valuation models, inputs and assumptions. Accordingly, our risk management personnel conduct reviews of vendors, as applicable, similar to the reviews performed of our primary pricing vendor. In addition, we conduct internal reviews of pricing for all such investment securities quarterly to ensure reasonableness of valuations used in our financial statements. These reviews are designed to identify prices that appear stale, those that have changed significantly from prior valuations, and other anomalies that may indicate that a price may not be accurate. Based on the information available, we believe that the fair values provided by the brokers and other third-party pricing services are representative of prices that would be received to sell the assets at the measurement date (exit prices).

Derivatives. We use closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the-counter markets.

The majority of our derivatives are valued using internal models. The models maximize the use of market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps and foreign currency and commodity forward and option contracts.

Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.
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NON-RECURRING FAIR VALUE MEASUREMENTS

Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. These assets can include loans and long-lived assets that have been reduced to fair value when they are held for sale, impaired loans that have been reduced based on the fair value of the underlying collateral, cost and equity method investments and long-lived assets that are written down to fair value when they are impaired and the remeasurement of retained investments in formerly consolidated subsidiaries upon a change in control that results in deconsolidation of a subsidiary, if we sell a controlling interest and retain a noncontrolling stake in the entity. Assets that are written down to fair value when impaired and retained investments are not subsequently adjusted to fair value unless further impairment occurs.

The following sections describe the valuation methodologies we use to measure financial and non-financial instruments accounted for at fair value on a non-recurring basis.

Financing Receivables and Loans Held for Sale. When available, we use observable market data, including pricing on recent closed market transactions, to value loans that are included in Level 2. When this data is unobservable, we use valuation methodologies using current market interest rate data adjusted for inherent credit risk, and such loans are included in Level 3. When appropriate, loans may be valued using collateral values (see Long-Lived Assets below).

Cost and Equity Method Investments. Cost and equity method investments are valued using market observable data such as quoted prices when available. When market observable data is unavailable, investments are valued using a discounted cash flow model, comparative market multiples or a combination of both approaches as appropriate and other third-party pricing sources. These investments are generally included in Level 3.

Investments in private equity, real estate and collective funds are valued using net asset values. The net asset values are determined based on the fair values of the underlying investments in the funds. Investments in private equity and real estate funds are generally included in Level 3 because they are not redeemable at the measurement date. Investments in collective funds are included in Level 2.

Long-lived Assets, including Real Estate. Fair values of long-lived assets, including aircraft and real estate, are primarily derived internally and are based on observed sales transactions for similar assets. In other instances, for example, collateral types for which we do not have comparable observed sales transaction data, collateral values are developed internally and corroborated by external appraisal information. Adjustments to third-party valuations may be performed in circumstances where market comparables are not specific to the attributes of the specific collateral or appraisal information may not be reflective of current market conditions due to the passage of time and the occurrence of market events since receipt of the information. For real estate, fair values are based on discounted cash flow estimates that reflect current and projected lease profiles and available industry information about capitalization rates and expected trends in rents and occupancy and are corroborated by external appraisals. These investments are generally included in Level 2 or Level 3.

Retained Investments in Formerly Consolidated Subsidiaries.   Upon a change in control that results in deconsolidation of a subsidiary, the fair value measurement of our retained noncontrolling stake is valued using market observable data such as quoted prices when available, or if not available, an income approach, a market approach, or a combination of both approaches as appropriate. In applying these methodologies, we rely on a number of factors, including actual operating results, future business plans, economic projections, market observable pricing multiples of similar businesses and comparable transactions, and possible control premium. These investments are generally included in Level 1 or Level 3, as appropriate, determined at the time of the transaction.
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ACCOUNTING CHANGES

In the second quarter of 2014, the Company elected to early adopt Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . This ASU changes the criteria for reporting discontinued operations. To be classified as a discontinued operation, the disposal of a component or group of components must represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The ASU also expands the disclosure requirements for those transactions that meet the new criteria to be classified as discontinued operations. The revised accounting guidance applies prospectively to all disposals (or classifications as held for sale) of components of an entity and for businesses that, upon acquisition, are classified as held for sale on or after adoption. Early adoption is permitted for disposals (or classifications as held for sale) that have not been previously reported in financial statements. The effects of applying the revised guidance will vary based upon the nature and size of future disposal transactions. It is expected that fewer disposal transactions will meet the new criteria to be reported as discontinued operations.

On January 1, 2014, we adopted ASU 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity . Under the revised guidance, the entire amount of the cumulative translation adjustment associated with the foreign entity will be released into earnings in the following circumstances: (a) the sale of a subsidiary or group of net assets within a foreign entity that represents a complete or substantially complete liquidation of that entity, (b) the loss of a controlling financial interest in an investment in a foreign entity, or (c) when the accounting for an investment in a foreign entity changes from the equity method to full consolidation. The revised guidance applies prospectively to transactions or events occurring on or after January 1, 2014.

On January 1, 2014, we adopted ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists . Under the new guidance, an unrecognized tax benefit is required to be presented as a reduction to a deferred tax asset if the disallowance of the tax position would reduce the available tax loss or tax credit carryforward instead of resulting in a cash tax liability. The ASU applies prospectively to all unrecognized tax benefits that exist as of the adoption date and reduced both deferred tax assets and income tax liabilities by $1,009 million as of January 1, 2014.

On January 1, 2012, we adopted ASU 2011-05, an amendment to Accounting Standards Codification (ASC) 220, Comprehensive Income. ASU 2011-05 introduced a new statement, the Consolidated Statement of Comprehensive Income. The amendments affect only the display of those components of equity categorized as other comprehensive income and do not change existing recognition and measurement requirements that determine net earnings.

On January 1, 2012, we adopted ASU 2011-04, an amendment to ASC 820, Fair Value Measurements. ASU 2011-04 clarifies or changes the application of existing fair value measurements, including: that the highest and best use valuation premise in a fair value measurement is relevant only when measuring the fair value of nonfinancial assets; that a reporting entity should measure the fair value of its own equity instrument from the perspective of a market participant that holds that instrument as an asset; to permit an entity to measure the fair value of certain financial instruments on a net basis rather than based on its gross exposure when the reporting entity manages its financial instruments on the basis of such net exposure; that in the absence of a Level 1 input, a reporting entity should apply premiums and discounts when market participants would do so when pricing the asset or liability consistent with the unit of account; and that premiums and discounts related to size as a characteristic of the reporting entity's holding are not permitted in a fair value measurement. Adopting these amendments had no effect on the financial statements.
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NOTE 2. ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE AND DISCONTINUED OPERATIONS

ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE

In the fourth quarter of 2014, we signed an agreement to sell our consumer finance business Budapest Bank with assets of $3,474 million and liabilities of $2,434 million to Hungary's government. The transaction remains subject to customary closing conditions and regulatory approvals, and is targeted to close in 2015.

In the second quarter of 2014, we committed to sell GE Money Bank AB, our consumer finance business in Sweden, Denmark and Norway (GEMB-Nordic). We completed the sale on November 6, 2014 for proceeds of $2,320 million.

In the first quarter of 2013, we committed to sell our Consumer auto and personal loan business in Portugal and completed the sale on July 15, 2013 for proceeds of $83 million.
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FINANCIAL INFORMATION FOR ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE
       
December 31 (In millions)
2014
 
2013
 
         
Assets
         
Cash and equivalents
$
 676
 
$
 5
Investment securities
 
 448
   
 7
Financing receivables – net
 
 2,144
 
 
 -
Goodwill
 
 106
   
 24
Intangible assets – net
 
 13
   
 2
Other
 
 87
 
 
 12
Assets of businesses held for sale
$
 3,474
 
$
 50
 
 
 
 
 
 
Liabilities
 
 
 
 
 
Bank deposits
$
 1,931
 
$
 -
Other
 
 503
   
 6
Liabilities of businesses held for sale
$
 2,434
 
$
 6
           

DISCONTINUED OPERATIONS

Discontinued operations primarily comprised GE Money Japan (our Japanese personal loan business, Lake, and our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd.), our U.S. mortgage business (WMC), our Commercial Lending and Leasing (CLL) trailer services business in Europe (CLL Trailer Services), our Consumer banking business in Russia (Consumer Russia) and our Consumer mortgage lending business in Ireland (Consumer Ireland). Results of operations, financial position and cash flows for these businesses are separately reported as discontinued operations for all periods presented.

FINANCIAL INFORMATION FOR DISCONTINUED OPERATIONS
                 
(In millions)
2014
 
2013
 
2012
                 
Operations
               
Total revenues (loss)
$
 (268)
 
$
 186
 
$
 190
                 
Earnings (loss) from discontinued operations before income taxes
$
 (349)
 
$
 (484)
 
$
 (585)
Benefit (provision) for income taxes
 
 227
   
 211
   
 198
Earnings (loss) from discontinued operations, net of taxes
$
 (122)
 
$
 (273)
 
$
 (387)
                 
Disposal
               
Gain (loss) on disposal before income taxes
$
 14
 
$
 (2,027)
 
$
 (792)
Benefit (provision) for income taxes
 
 1
   
 246
   
 49
Gain (loss) on disposal, net of taxes
$
 15
 
$
 (1,781)
 
$
 (743)
                 
Earnings (loss) from discontinued operations, net of taxes
$
 (107)
 
$
 (2,054)
 
$
 (1,130)
                 

December 31 (In millions)
           
2014
 
2013
                       
Assets
                     
Cash and equivalents
           
$
 133
 
$
 232
Financing receivables – net
             
 -
   
 711
Other
             
 1,092
   
 1,387
Assets of discontinued operations
           
$
 1,225
 
$
 2,330
                       
Liabilities
                     
Deferred income taxes
           
$
 238
 
$
 250
Other
             
 850
   
 3,540
Liabilities of discontinued operations
           
$
 1,088
 
$
 3,790
                       
 GECC 2014 FORM 10-K    77

PART II
 

Other assets at December 31, 2014 and 2013 primarily comprised a deferred tax asset for a loss carryforward, which expires principally in 2017 and in part in 2019, related to the sale of our GE Money Japan business.

GE MONEY JAPAN

During the third quarter of 2008, we completed the sale of GE Money Japan, which included our Japanese personal loan business. Under the terms of the sale, we reduced the proceeds from the sale for estimated refund claims in excess of the statutory interest rate. Proceeds from the sale were to be increased or decreased based on the actual claims experienced in accordance with loss-sharing terms specified in the sale agreement, with all claims in excess of 258 billion Japanese yen (approximately $3,000 million) remaining our responsibility. On February 26, 2014, we reached an agreement with the buyer to pay 175 billion Japanese yen (approximately $1,700 million) to extinguish this obligation. We have no remaining amount payable under the February 26, 2014 agreement as our reserve for refund claims of $1,836 million at December 31, 2013 was fully paid in the six months ended June 30, 2014.

FINANCIAL INFORMATION FOR GE MONEY JAPAN
                 
(In millions)
 
2014
   
2013
   
2012
                 
Earnings (loss) from discontinued operations, net of taxes
$
 59
 
$
 (1,636)
 
$
 (649)
                 

WMC

During the fourth quarter of 2007, we completed the sale of WMC, our U.S. mortgage business. WMC substantially discontinued all new loan originations by the second quarter of 2007, and is not a loan servicer. In connection with the sale, WMC retained certain representation and warranty obligations related to loans sold to third parties prior to the disposal of the business and contractual obligations to repurchase previously sold loans that had an early payment default. All claims received by WMC for early payment default have either been resolved or are no longer being pursued.
 
The remaining active claims have been brought by securitization trustees or administrators seeking recovery from WMC for alleged breaches of representations and warranties on mortgage loans that serve as collateral for residential mortgage-backed securities (RMBS). At December 31, 2014, such claims consisted of $3,694 million of individual claims generally submitted before the filing of a lawsuit (compared to $5,643 million at December 31, 2013) and $9,225 million of additional claims asserted against WMC in litigation without making a prior claim (Litigation Claims) (compared to $6,780 million at December 31, 2013). The total amount of these claims, $12,919 million, reflects the purchase price or unpaid principal balances of the loans at the time of purchase and does not give effect to pay downs or potential recoveries based upon the underlying collateral, which in many cases are substantial, nor to accrued interest or fees. As of December 31, 2014, these amounts do not include approximately $1,070 million of repurchase claims relating to alleged breaches of representations that are not in litigation and that are beyond the applicable statute of limitations. WMC believes that repurchase claims brought based upon representations and warranties made more than six years before WMC was notified of the claim would be disallowed in legal proceedings under applicable statutes of limitations.

Reserves related to repurchase claims made against WMC were $809 million at December 31, 2014, reflecting a net increase to reserves in the twelve months ended December 31, 2014 of $9 million due to incremental provisions offset by settlement activity. The reserve estimate takes into account recent settlement activity and is based upon WMC's evaluation of the remaining exposures as a percentage of estimated lifetime mortgage loan losses within the pool of loans supporting each securitization. Settlements in prior periods reduced WMC's exposure on claims asserted in certain securitizations and the claim amounts reported above give effect to these settlements .
 GECC 2014 FORM 10-K    78

PART II
 
 
ROLLFORWARD OF THE RESERVE
           
     
December 31 (In millions)
   
2014
   
2013
             
Balance, beginning of period
 
$
 800
 
$
 633
Provision
   
 365
   
 354
Claim resolutions / rescissions
   
 (356)
   
 (187)
Balance, end of period
 
$
 809
 
$
 800
             

Given the significant litigation activity and WMC's continuing efforts to resolve the lawsuits involving claims made against WMC, it is difficult to assess whether future losses will be consistent with WMC's past experience. Adverse changes to WMC's assumptions supporting the reserve may result in an increase to these reserves. Taking into account both recent settlement activity and the potential variability of settlements, WMC estimates a range of reasonably possible loss from $0 to approximately $500 million over its recorded reserve at December 31, 2014. This estimate excludes any possible loss associated with an adverse court decision on the applicable statute of limitations, as WMC is unable at this time to develop such a meaningful estimate.

At December 31, 2014, there were 15 lawsuits involving claims made against WMC arising from alleged breaches of representations and warranties on mortgage loans included in 14 securitizations. The adverse parties in these cases are securitization trustees or parties claiming to act on their behalf. Although the alleged claims for relief vary from case to case, the complaints and counterclaims in these actions generally assert claims for breach of contract, indemnification, and/or declaratory judgment, and seek specific performance (repurchase of defective mortgage loan) and/or money damages. Adverse court decisions, including in cases not involving WMC (such as the New York Court of Appeals' decision on statute of limitations, expected in 2015), could result in new claims and lawsuits on additional loans. However, WMC continues to believe that it has defenses to the claims asserted in litigation, including, for example, based on causation and materiality requirements and applicable statutes of limitations. It is not possible to predict the outcome or impact of these defenses and other factors, any of which could materially affect the amount of any loss ultimately incurred by WMC on these claims.

WMC has also received indemnification demands, nearly all of which are unspecified, from depositors/underwriters/sponsors of RMBS in connection with lawsuits brought by RMBS investors concerning alleged misrepresentations in the securitization offering documents to which WMC is not a party or, in two cases, involving mortgage loan repurchase claims made against RMBS sponsors. WMC believes that it has defenses to these demands.

To the extent WMC is required to repurchase loans, WMC's loss also would be affected by several factors, including pay downs, accrued interest and fees, and the value of the underlying collateral. The reserve and estimate of possible loss reflect judgment, based on currently available information, and a number of assumptions, including economic conditions, claim and settlement activity, pending and threatened litigation, court decisions regarding WMC's legal defenses, indemnification demands, government activity, and other variables in the mortgage industry. Actual losses arising from claims against WMC could exceed these amounts and additional claims and lawsuits could result if actual claim rates, governmental actions, litigation and indemnification activity, adverse court decisions, actual settlement rates or losses WMC incurs on repurchased loans differ from its assumptions .

FINANCIAL INFORMATION FOR WMC
                 
(In millions)
 
2014
   
2013
   
2012
                 
Total revenues (loss)
$
 (291)
 
$
 (346)
 
$
 (500)
                 
Earnings (loss) from discontinued operations, net of taxes
$
 (199)
 
$
 (232)
 
$
 (337)
                 
 
 GECC 2014 FORM 10-K    79

PART II
 
 
OTHER

 
During the fourth quarter of 2013, we announced the planned disposition of Consumer Russia and classified the business as discontinued operations. We completed the sale in the first quarter of 2014 for proceeds of $232 million.

FINANCIAL INFORMATION FOR CONSUMER RUSSIA
     
                 
(In millions)
 
2014
   
2013
   
2012
                 
Total revenues (loss)
$
 24
 
$
 260
 
$
 276
                 
Gain (loss) on disposal, net of taxes
$
 4
 
$
 (170)
 
$
 -
                 
Earnings (loss) from discontinued operations, net of taxes
$
 (2)
 
$
 (193)
 
$
 33
                 

During the first quarter of 2013, we announced the planned disposition of CLL Trailer Services and classified the business as discontinued operations. We completed the sale in the fourth quarter of 2013 for proceeds of $528 million.

FINANCIAL INFORMATION FOR CLL TRAILER SERVICES
     
                 
(In millions)
 
2014
   
2013
   
2012
                 
Total revenues (loss)
$
 1
 
$
 271
 
$
 399
                 
Gain (loss) on disposal, net of taxes
$
 12
 
$
 18
 
$
 -
                 
Earnings (loss) from discontinued operations, net of taxes
$
 37
 
$
 (2)
 
$
 22
                 

During the first quarter of 2012, we announced the planned disposition of Consumer Ireland and classified the business as discontinued operations. We completed the sale in the third quarter of 2012 for proceeds of $227 million.

FINANCIAL INFORMATION FOR CONSUMER IRELAND
     
                 
(In millions)
 
2014
   
2013
   
2012
                 
Total revenues (loss)
$
 -
 
$
 -
 
$
 7
                 
Gain (loss) on disposal, net of taxes
$
 1
 
$
 6
 
$
 (121)
                 
Earnings (loss) from discontinued operations, net of taxes
$
 1
 
$
 6
 
$
 (195)
                 
 
 GECC 2014 FORM 10-K    80

PART II
 
 
NOTE 3. INVESTMENT SECURITIES

Substantially all of our investment securities are classified as available-for-sale. These comprise mainly investment-grade debt securities supporting obligations to annuitants, policyholders in our run-off insurance operations and supporting obligations to holders of guaranteed investment contracts (GICs) in Trinity and investments held in our CLL business collateralized by senior secured loans of high-quality, middle-market companies in a variety of industries. We do not have any securities classified as held-to-maturity.

 
2014
 
2013
     
Gross
 
Gross
         
Gross
 
Gross
   
 
Amortized
 
unrealized
 
unrealized
 
Estimated
 
Amortized
 
unrealized
 
unrealized
 
Estimated
December 31 (In millions)
cost
 
gains
 
losses
 
fair value
 
cost
 
gains
 
losses
 
fair value
                                               
Debt
                                             
   U.S. corporate
$
 19,889
 
$
 3,967
 
$
 (69)
 
$
 23,787
 
$
 19,600
 
$
 2,323
 
$
 (217)
 
$
 21,706
   State and municipal
 
 5,181
   
 624
   
 (56)
   
 5,749
   
 4,245
   
 235
   
 (191)
   
 4,289
   Residential mortgage-backed(a)
 
 1,578
   
 153
   
 (6)
   
 1,725
   
 1,819
   
 139
   
 (48)
   
 1,910
   Commercial mortgage-backed
 
 2,903
   
 170
   
 (10)
   
 3,063
   
 2,929
   
 188
   
 (82)
   
 3,035
   Asset-backed
 
 8,084
   
 9
   
 (175)
   
 7,918
   
 7,373
   
 60
   
 (46)
   
 7,387
   Corporate – non-U.S.
 
 1,380
   
 126
   
 (30)
   
 1,476
   
 1,741
   
 103
   
 (86)
   
 1,758
   Government – non-U.S.
 
 1,646
   
 152
   
 (2)
   
 1,796
   
 2,336
   
 81
   
 (7)
   
 2,410
   U.S. government and federal agency
 
 1,957
   
 56
   
 -
   
 2,013
   
 752
   
 45
   
 (27)
   
 770
Retained interests
 
 20
   
 4
   
 -
   
 24
   
 64
   
 8
   
 -
   
 72
Equity
                                             
   Available-for-sale
 
 197
   
 58
   
 (1)
   
 254
   
 203
   
 51
   
 (3)
   
 251
   Trading
 
 22
   
 -
   
 -
   
 22
   
 74
   
 -
   
 -
   
 74
Total
$
 42,857
 
$
 5,319
 
$
 (349)
 
$
 47,827
 
$
 41,136
 
$
 3,233
 
$
 (707)
 
$
 43,662
                                               
(a) Substantially collateralized by U.S. mortgages. At December 31, 2014, $1,191 million related to securities issued by government-sponsored entities and $534 million related to securities of private-label issuers. Securities issued by private-label issuers are collateralized primarily by pools of individual direct mortgage loans of financial institutions.


The fair value of investment securities increased to $47,827 million at December 31, 2014, from $43,662 million at December 31, 2013, primarily due to purchases of U.S. government and federal agency securities at Synchrony Financial, and higher net unrealized gains in U.S. corporate and State and municipal securities driven by lower interest rates in the U.S.
 GECC 2014 FORM 10-K    81

PART II
 

ESTIMATED FAIR VALUE AND GROSS UNREALIZED LOSSES OF AVAILABLE-FOR-SALE INVESTMENT SECURITIES
 
                         
 
In loss position for
 
 
Less than 12 months
 
12 months or more
 
     
Gross
     
Gross
 
 
Estimated
unrealized
 
Estimated
unrealized
 
December 31 (In millions)
fair value
losses
(a)
fair value
losses
(a)
                         
2014
                       
Debt
                       
   U.S. corporate
$
 554
 
$
 (16)
 
$
 836
 
$
 (53)
 
   State and municipal
 
 81
   
 (1)
   
 348
   
 (55)
 
   Residential mortgage-backed
 
 30
   
 -
   
 159
   
 (6)
 
   Commercial mortgage-backed
 
 165
   
 (1)
   
 204
   
 (9)
 
   Asset-backed
 
 7,493
   
 (158)
   
 77
   
 (17)
 
   Corporate – non-U.S.
 
 42
   
 (1)
   
 237
   
 (29)
 
   Government – non-U.S.
 
 677
   
 (2)
   
 14
   
 -
 
   U.S. government and federal agency
 
 705
   
 -
   
 1
   
 -
 
Equity
 
 14
   
 (1)
   
 -
   
 -
 
Total
$
 9,761
 
$
 (180)
 
$
 1,876
 
$
 (169)
(b)
                         
2013
                       
Debt
                       
   U.S. corporate
$
 2,170
 
$
 (122)
 
$
 598
 
$
 (95)
 
   State and municipal
 
 1,076
   
 (82)
   
 367
   
 (109)
 
   Residential mortgage-backed
 
 232
   
 (11)
   
 430
   
 (37)
 
   Commercial mortgage-backed
 
 396
   
 (24)
   
 780
   
 (58)
 
   Asset-backed
 
 112
   
 (2)
   
 359
   
 (44)
 
   Corporate – non-U.S.
 
 96
   
 (3)
   
 454
   
 (83)
 
   Government – non-U.S.
 
 1,479
   
 (6)
   
 42
   
 (1)
 
   U.S. government and federal agency
 
 229
   
 (27)
   
 254
   
 -
 
Retained interests
 
 2
   
 -
   
 -
   
 -
 
Equity
 
 31
   
 (3)
   
 -
   
 -
 
Total
$
 5,823
 
$
 (280)
 
$
 3,284
 
$
 (427)
 
                         
(a) Included gross unrealized losses related to securities that had other-than-temporary impairments previously recognized of $29 million at December 31, 2014.
(b) The majority relate to debt securities held to support obligations to holders of GICs and more than 70% are debt securities that were considered to be investment-grade by the major rating agencies at December 31, 2014.  


We regularly review investment securities for other-than-temporary impairment (OTTI) using both qualitative and quantitative criteria. For debt securities, our qualitative review considers our ability and intent to hold the security and the financial condition of and near-term prospects for the issuer, including whether the issuer is in compliance with the terms and covenants of the security. Our quantitative review considers whether there has been an adverse change in expected future cash flows. Unrealized losses are not indicative of the amount of credit loss that would be recognized and at December 31, 2014 are primarily due to increases in market yields subsequent to our purchase of the securities. We presently do not intend to sell the vast majority of our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell the vast majority of these securities before anticipated recovery of our amortized cost. The methodologies and significant inputs used to measure the amount of credit loss for our investment securities during 2014 have not changed. For equity securities, we consider the duration and the severity of the unrealized loss. We believe that the unrealized loss associated with our equity securities will be recovered within the foreseeable future.

Our corporate debt portfolio comprises securities issued by public and private corporations in various industries, primarily in the U.S. Substantially all of our corporate debt securities are rated investment grade by the major rating agencies.
 GECC 2014 FORM 10-K    82

PART II
 

Our RMBS portfolio is collateralized primarily by pools of individual, direct mortgage loans, of which substantially all are in a senior position in the capital structure of the deals, not other structured products such as collateralized debt obligations. Of the total RMBS held at December 31, 2014, $1,191 million and $534 million related to agency and non-agency securities, respectively. Additionally, $287 million was related to residential subprime credit securities, primarily supporting our guaranteed investment contracts. Substantially all of the subprime exposure is related to securities backed by mortgage loans originated in 2006 and prior. A majority of subprime RMBS have been downgraded to below investment grade and are insured by Monoline insurers (Monolines). We continue to place partial reliance on Monolines with adequate capital and claims paying resources depending on the extent of the Monoline's anticipated ability to cover expected credit losses.

Our commercial mortgage-backed securities (CMBS) portfolio is collateralized by both diversified pools of mortgages that were originated for securitization (conduit CMBS) and pools of large loans backed by high-quality properties (large loan CMBS), a majority of which were originated in 2007 and prior. The vast majority of the securities in our CMBS portfolio have investment-grade credit ratings.

Our asset-backed securities (ABS) portfolio is collateralized by senior secured loans of high-quality, middle-market companies in a variety of industries, as well as a variety of diversified pools of assets such as student loans and credit cards. The vast majority of the securities in our ABS portfolio are in a senior position in the capital structure of the deals.

PRE-TAX, OTHER-THAN-TEMPORARY IMPAIRMENTS ON INVESTMENT SECURITIES
     
                 
(In millions)
2014
 
2013
 
2012
                 
Total pre-tax, OTTI recognized
$
 189
 
$
 778
 
$
 192
Pre-tax, OTTI recognized in AOCI
 
 (16)
   
 (31)
   
 (52)
Pre-tax, OTTI recognized in earnings(a)
$
 173
 
$
 747
 
$
 140
                 
(a) Included pre-tax, other-than-temporary impairments recorded in earnings related to equity securities of $3 million, $15 million and $38 million in 2014, 2013 and 2012, respectively. The 2013 amount included $96 million related to the impairment of an investment in a Brazilian company that was fully offset by the benefit of a guarantee provided by GE.
 
 
CHANGES IN CUMULATIVE CREDIT LOSS IMPAIRMENTS RECOGNIZED ON DEBT SECURITIES STILL HELD
 
                   
           
(In millions)
2014
 
2013
 
2012
 
                   
Cumulative credit loss impairments recognized, beginning of period
$
 1,025
 
$
 420
 
$
 579
 
Credit loss impairments recognized on securities not previously impaired
 
 4
   
 389
   
 27
 
Incremental credit loss impairments recognized on securities previously impaired
 
 77
   
 336
   
 40
 
Less credit loss impairments previously recognized on securities sold
                 
    during the period or that we intend to sell
 
 304
   
 120
   
 226
 
Cumulative credit loss impairments recognized, end of period
$
 802
 
$
 1,025
 
$
 420
 
 
 GECC 2014 FORM 10-K    83

PART II
 
                   
CONTRACTUAL MATURITIES OF INVESTMENT IN AVAILABLE-FOR-SALE DEBT SECURITIES
(EXCLUDING MORTGAGE-BACKED AND ASSET-BACKED SECURITIES)
                       
             
Amortized
 
Estimated
(In millions)
           
cost
 
fair value
                       
Due
                     
    Within one year
           
$
 2,475
 
$
 2,489
    After one year through five years
             
 3,511
   
 3,758
    After five years through ten years
             
 5,285
   
 5,686
    After ten years
             
 18,782
   
 22,888
                       

We expect actual maturities to differ from contractual maturities because borrowers have the right to call or prepay certain obligations.


GROSS REALIZED GAINS AND LOSSES ON AVAILABLE-FOR-SALE INVESTMENT SECURITIES
     
                   
(In millions)
 
2014
 
2013
 
2012
                   
Gains
 
$
 169
 
$
 239
 
$
 177
Losses, including impairments
   
 (186)
   
 (762)
   
 (211)
    Net
 
$
 (17)
 
$
 (523)
 
$
 (34)
                   

Although we generally do not have the intent to sell any specific securities at the end of the period, in the ordinary course of managing our investment securities portfolio, we may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements and the funding of claims and obligations to policyholders. In some of our bank subsidiaries, we maintain a certain level of purchases and sales volume principally of non-U.S. government debt securities. In these situations, fair value approximates carrying value for these securities.

Proceeds from investment securities sales and early redemptions by issuers totaled $6,536 million, $15,262 million and $12,792 million in 2014, 2013 and 2012, respectively, principally from sales of short-term government securities in our bank subsidiaries and redemptions of non-U.S. corporate and asset-backed securities in our CLL business.  The 2013 amount also included proceeds from the sale short-term securities in our Treasury operations.

We recognized pre-tax gains (losses) on trading securities of (4) million, $39 million and $20 million in 2014, 2013 and 2012, respectively.
 GECC 2014 FORM 10-K    84

PART II
 

NOTE 4. FINANCING RECEIVABLES AND ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES


FINANCING RECEIVABLES, NET
         
           
December 31 (In millions)
2014
 
2013
           
Loans, net of deferred income
$
 217,614
 
$
 231,268
Investment in financing leases, net of deferred income
 
 24,479
   
 26,939
   
 242,093
   
 258,207
Allowance for losses
 
 (5,075)
   
 (5,178)
Financing receivables – net(a)
$
 237,018
 
$
 253,029
           
 (a) Financing receivables at December 31, 2014 and 2013 included $264 million and $544 million, respectively, relating to loans that had been acquired in a transfer but have been subject to credit deterioration since origination.


GECC financing receivables include both loans and financing leases. Loans represent transactions in a variety of forms, including revolving charge and credit, mortgages, installment loans, intermediate-term loans and revolving loans secured by business assets. The portfolio includes loans carried at the principal amount on which finance charges are billed periodically, and loans carried at gross book value, which includes finance charges.

Investment in financing leases consists of direct financing and leveraged leases of aircraft, railroad rolling stock, autos, other transportation equipment, data processing equipment, medical equipment, commercial real estate and other manufacturing, power generation, and commercial equipment and facilities.

For federal income tax purposes, the leveraged leases and the majority of the direct financing leases are leases in which GECC depreciates the leased assets and is taxed upon the accrual of rental income. Certain direct financing leases are loans for federal income tax purposes. For these transactions, GECC is taxed only on the portion of each payment that constitutes interest, unless the interest is tax-exempt (e.g., certain obligations of state governments).

Investment in direct financing and leveraged leases represents net unpaid rentals and estimated unguaranteed residual values of leased equipment, less related deferred income. GECC 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 GECC share of rentals receivable on leveraged leases is subordinate to the share of other participants who also have security interests in the leased equipment. For federal income tax purposes, GECC is entitled to deduct the interest expense accruing on non-recourse financing related to leveraged leases.

NET INVESTMENT IN FINANCING LEASES
                                   
 
Total financing leases
 
Direct financing leases(a)
 
Leveraged leases(b)
December 31 (In millions)
2014
 
2013
 
2014
 
2013
 
2014
 
2013
                                   
Total minimum lease payments receivable
$
 26,701
 
$
 29,970
 
$
 22,133
 
$
 24,571
 
$
 4,568
 
$
 5,399
 Less principal and interest on third-party
                                 
    non-recourse debt
 
 (2,812)
   
 (3,480)
   
 -
   
 -
   
 (2,812)
   
 (3,480)
Net rentals receivables
 
 23,889
   
 26,490
   
 22,133
   
 24,571
   
 1,756
   
 1,919
Estimated unguaranteed residual value
                                 
     of leased assets
 
 4,268
   
 5,073
   
 2,529
   
 3,067
   
 1,739
   
 2,006
Less deferred income
 
 (3,678)
   
 (4,624)
   
 (2,759)
   
 (3,560)
   
 (919)
   
 (1,064)
Investment in financing leases, net of
                                 
    deferred income
 
 24,479
   
 26,939
   
 21,903
   
 24,078
   
 2,576
   
 2,861
Less amounts to arrive at net investment
                                 
    Allowance for losses
 
 (181)
   
 (202)
   
 (166)
   
 (192)
   
 (15)
   
 (10)
    Deferred taxes
 
 (4,046)
   
 (4,075)
   
 (2,250)
   
 (1,783)
   
 (1,796)
   
 (2,292)
Net investment in financing leases
$
 20,252
 
$
 22,662
 
$
 19,487
 
$
 22,103
 
$
 765
 
$
 559
                                   
(a)
Included $284 million and $317 million of initial direct costs on direct financing leases at December 31, 2014 and 2013, respectively.
(b)
Included pre-tax income of $112 million and $31 million and income tax of $43 million and $11 million during 2014 and 2013, respectively. Net investment credits recognized on leveraged leases during 2014 and 2013 were insignificant.
 GECC 2014 FORM 10-K    85

PART II
 

CONTRACTUAL MATURITIES
         
           
 
Total
 
Net rentals
(In millions)
loans
 
receivable
           
Due in
         
    2015
$
 52,175
 
$
 8,012
    2016
 
 18,663
   
 5,440
    2017
 
 19,712
   
 3,752
    2018
 
 14,034
   
 2,564
    2019
 
 13,097
   
 1,513
    2020 and later
 
 35,069
   
 2,608
   
 152,750
   
 23,889
    Consumer revolving loans
 
 64,864
   
 -
Total
$
 217,614
 
$
 23,889
           
 
We expect actual maturities to differ from contractual maturities.

FINANCING RECEIVABLES BY PORTFOLIO AND ALLOWANCE FOR LOSSES

During the first quarter of 2014, we combined our CLL Europe and CLL Asia portfolios into CLL International and we transferred our CLL Other portfolio to the CLL Americas portfolio. During the fourth quarter of 2014, we combined our Consumer Non-U.S. auto portfolio into our Consumer Non-U.S. installment and revolving credit portfolio. Prior-period amounts were reclassified to conform to the current-period presentatio n.
 
FINANCING RECEIVABLES
           
(In millions)
2014
 
2013
           
Commercial
         
  CLL
         
    Americas
$
 67,096
 
$
 69,036
    International
 
 43,407
   
 47,431
  Total CLL
 
 110,503
   
 116,467
  Energy Financial Services
 
 2,580
   
 3,107
  GE Capital Aviation Services (GECAS)
 
 8,263
   
 9,377
  Other
 
 130
   
 318
Total Commercial
 
 121,476
   
 129,269
           
Real Estate
 
 19,797
   
 19,899
           
Consumer
         
  Non-U.S. residential mortgages
 
 24,893
   
 30,501
  Non-U.S. installment and revolving credit
 
 10,400
   
 15,731
  U.S. installment and revolving credit
 
 59,863
   
 55,854
  Other
 
 5,664
   
 6,953
Total Consumer
 
 100,820
   
 109,039
Total financing receivables
 
 242,093
   
 258,207
Allowance for losses
 
 (5,075)
   
 (5,178)
Total financing receivables – net
$
 237,018
 
$
 253,029
 
 GECC 2014 FORM 10-K    86

PART II
 
           
ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES
 
                                     
       
Provision
                     
 
Balance at
 
charged to
       
Gross
       
Balance at
 
(In millions)
January 1
 
operations
 
Other
(a)
write-offs
(b)
Recoveries
(b)
December 31
 
                                     
2014
                                   
Commercial
                                   
  CLL
                                   
    Americas
$
 473
 
$
 307
 
$
 (3)
 
$
 (422)
 
$
 100
 
$
 455
 
    International
 
 505
   
 159
   
 (37)
   
 (351)
   
 100
   
 376
 
  Total CLL
 
 978
   
 466
   
 (40)
   
 (773)
   
 200
   
 831
 
  Energy Financial Services
 
 8
   
 30
   
 (1)
   
 (17)
   
 6
   
 26
 
  GECAS
 
 17
   
 39
   
 -
   
 (10)
   
 -
   
 46
 
  Other
 
 2
   
 -
   
 (2)
   
 -
   
 -
   
 -
 
Total Commercial
 
 1,005
   
 535
   
 (43)
   
 (800)
   
 206
   
 903
 
                                     
Real Estate
 
 192
   
 (86)
   
 (1)
   
 (59)
   
 115
   
 161
 
                                     
Consumer
                                   
  Non-U.S. residential mortgages
 
 358
   
 256
   
 (151)
   
 (207)
   
 69
   
 325
 
  Non-U.S. installment and revolving credit
 
 650
   
 338
   
 (260)
   
 (787)
   
 458
   
 399
 
  U.S. installment and revolving credit
 
 2,823
   
 2,875
   
 19
   
 (3,138)
   
 607
   
 3,186
 
  Other
 
 150
   
 75
   
 (33)
   
 (151)
   
 60
   
 101
 
Total Consumer
 
 3,981
   
 3,544
   
 (425)
   
 (4,283)
   
 1,194
   
 4,011
 
Total
$
 5,178
 
$
 3,993
 
$
 (469)
 
$
 (5,142)
 
$
 1,515
 
$
 5,075
 
                                     
2013
                                   
Commercial
                                   
  CLL
                                   
    Americas
$
496
 
$
289
 
$
(1)
 
$
(425)
 
$
114
 
$
473
 
    International
 
525
   
445
   
1
   
(556)
   
90
   
505
 
  Total CLL
 
1,021
   
734
   
0
   
(981)
   
204
   
978
 
  Energy Financial Services
 
9
   
(1)
   
 -
   
 -
   
 -
   
8
 
  GECAS
 
8
   
9
   
 -
   
 -
   
 -
   
17
 
  Other
 
3
   
 (1)
   
 -
   
(2)
   
 2
   
2
 
Total Commercial
 
1,041
   
741
   
0
   
(983)
   
206
   
1,005
 
                                     
Real Estate
 
320
   
28
   
(4)
   
(163)
   
11
   
192
 
                                     
Consumer
                                   
  Non-U.S. residential mortgages
 
480
   
269
   
10
   
(458)
   
57
   
358
 
  Non-U.S. installment and revolving credit
 
649
   
647
   
(106)
   
(1,093)
   
553
   
650
 
  U.S. installment and revolving credit
 
2,282
   
3,006
   
(51)
   
(2,954)
   
540
   
2,823
 
  Other
 
172
   
127
   
11
   
(236)
   
76
   
150
 
Total Consumer
 
3,583
   
4,049
   
(136)
   
(4,741)
   
1,226
   
3,981
 
Total
$
4,944
 
$
4,818
 
$
(140)
 
$
(5,887)
 
$
1,443
 
$
5,178
 
                                     
(a)
Other primarily included the 2014 reclassifications of Budapest Bank and GEMB-Nordic to held for sale, dispositions and the effects of currency exchange. GEMB-Nordic was subsequently sold in the fourth quarter of 2014.
(b)
Net write-offs (gross write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as a result of losses that are incurred subsequent to the beginning of the fiscal year due to information becoming available during the current year, which may identify further deterioration on existing financing receivables.
 GECC 2014 FORM 10-K    87

PART II
 

ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES
                                   
                             
       
Provision
                   
 
Balance at
 
charged to
       
Gross
       
Balance at
(In millions)
January 1
 
operations
 
Other
(a)
write-offs
(b)
Recoveries
(b)
December 31
                                   
2012
                                 
Commercial
                                 
  CLL
                                 
    Americas
$
 893
 
$
 122
 
$
 (52)
 
$
 (578)
 
$
 111
 
$
 496
    International
 
 557
   
 411
   
 (6)
   
 (524)
   
 87
   
 525
  Total CLL
 
 1,450
   
 533
   
 (58)
   
 (1,102)
   
 198
   
 1,021
  Energy Financial Services
 
 26
   
 4
   
 -
   
 (24)
   
 3
   
 9
  GECAS
 
 17
   
 4
   
 -
   
 (13)
   
 -
   
 8
  Other
 
 37
   
 1
   
 (20)
   
 (17)
   
 2
   
 3
Total Commercial
 
 1,530
   
 542
   
 (78)
   
 (1,156)
   
 203
   
 1,041
                                   
Real Estate
 
 1,089
   
 72
   
 (44)
   
 (810)
   
 13
   
 320
                                   
Consumer
                                 
  Non-U.S. residential mortgages
 
 545
   
 112
   
 8
   
 (261)
   
 76
   
 480
  Non-U.S. installment and revolving credit
 
 791
   
 308
   
 20
   
 (1,120)
   
 650
   
 649
  U.S. installment and revolving credit
 
 2,008
   
 2,666
   
 (24)
   
 (2,906)
   
 538
   
 2,282
  Other
 
 199
   
 132
   
 18
   
 (257)
   
 80
   
 172
Total Consumer
 
 3,543
   
 3,218
   
 22
   
 (4,544)
   
 1,344
   
 3,583
Total
$
 6,162
 
$
 3,832
 
$
 (100)
 
$
 (6,510)
 
$
 1,560
 
$
 4,944
                                   
(a)
Other primarily included transfers to held for sale and the effects of currency exchange.
(b)
Net write-offs (gross write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as a result of losses that are incurred subsequent to the beginning of the fiscal year due to information becoming available during the current year, which may identify further deterioration on existing financing receivables.
 GECC 2014 FORM 10-K    88

PART II
 
 
NOTE 5. PROPERTY, PLANT AND EQUIPMENT

 
Depreciable
                         
 
lives-new
   
Original Cost
 
Net Carrying Value(b)
December 31 (Dollars in millions)
(in years)
     
2014
   
2013
   
2014
   
2013
                               
Land and improvements, buildings, structures and related equipment
 
1-35
(a)
 
$
 2,233
 
$
 2,504
 
$
 952
 
$
 1,025
Equipment leased to others
                             
   Aircraft(c)
 
20
     
 49,280
   
 50,337
   
 32,795
   
 34,938
   Vehicles
 
1-20
     
 14,251
   
 14,656
   
 8,144
   
 8,312
   Railroad rolling stock
 
4-50
     
 4,379
   
 4,636
   
 2,998
   
 3,129
   Construction and manufacturing
 
1-20
     
 3,411
   
 2,916
   
 2,321
   
 1,955
   All other
 
6-25
     
 3,678
   
 3,518
   
 2,360
   
 2,248
Total
       
$
 77,232
 
$
 78,567
 
$
 49,570
 
$
 51,607
                               
 

(a) Depreciable lives exclude land.
(b) Included $1,845 million and $1,353 million of original cost of assets leased to GE with accumulated amortization of $560 million and $342 million at December 31, 2014 and 2013, respectively.
(c) GECAS recognized impairment losses of $445 million and $732 million in 2014 and 2013, respectively. These losses are recorded in the caption "Depreciation and amortization" in the Statement of Earnings to reflect adjustments to fair value based on an evaluation of average current market values (obtained from third parties) of similar type and age aircraft, which are adjusted for the attributes of the specific aircraft under lease.


Amortization of equipment leased to others was $6,245 million, $6,696 million and $6,097 million in 2014, 2013 and 2012, respectively. Noncancellable future rentals due from customers for equipment on operating leases at December 31, 2014, are as follows:

(In millions)
   
     
Due in
   
    2015
$
 6,979
    2016
 
 5,689
    2017
 
 4,599
    2018
 
 3,576
    2019
 
 2,798
    2020 and later
 
 7,596
Total
$
 31,237
     
 GECC 2014 FORM 10-K   89

PART II
 
 
NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL

CHANGES IN GOODWILL BALANCES
                                               
 
2014
 
2013
           
Dispositions,
               
Dispositions,
   
           
currency
                 
currency
     
 
Balance at
     
exchange
 
Balance at
 
Balance at
     
exchange
 
Balance at
(In millions)
January 1
 
Acquisitions
 
and other
 
December 31
 
January 1
 
Acquisitions
 
and other
 
December 31
                                               
CLL
$
13,522
 
$
 -
 
$
(464)
 
$
 13,058
 
$
 13,454
 
$
 3
 
$
 65
 
$
 13,522
Consumer
 
10,277
   
 -
   
(500)
   
 9,777
   
 10,882
   
 14
   
 (619)
   
 10,277
Real Estate
 
742
   
 -
   
(205)
   
 537
   
 926
   
 -
   
 (184)
   
 742
Energy Financial Services
 
1,507
   
 -
   
 -
   
 1,507
   
 1,562
   
 -
   
 (55)
   
 1,507
GECAS
 
147
   
 -
   
 -
   
 147
   
 147
   
 -
   
 -
   
 147
Total
$
26,195
 
$
 -
 
$
(1,169)
 
$
 25,026
 
$
 26,971
 
$
 17
 
$
 (793)
 
$
 26,195
                                               

Goodwill balances decreased $(1,169) million in 2014, primarily as a result of currency exchange effects of a stronger U.S. dollar, the sale of GEMB-Nordic and other dispositions and a reclassification of goodwill associated with Budapest Bank to assets of businesses held for sale.

Goodwill balances decreased $(776) million in 2013, primarily as a result of dispositions.
 GECC 2014 FORM 10-K   90

PART II
 

We test goodwill for impairment annually in the third quarter of each year using data as of July 1 of that year. The impairment test consists of two steps: in step one, the carrying value of the reporting unit is compared with its fair value; in step two, which is applied when the carrying value is more than its fair value, the amount of goodwill impairment, if any, is derived by deducting the fair value of the reporting unit's assets and liabilities from the fair value of its equity, and comparing that amount with the carrying amount of goodwill. We determined fair values for each of the reporting units using an income approach. For our Consumer reporting unit, we incorporated market observable data in determining fair value. When available and appropriate, we use comparative market multiples to corroborate discounted cash flow results. We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 10.5% to 13.3%.

During the third quarter of 2014, we performed our annual impairment test of goodwill for all of our reporting units (i.e., CLL, Consumer, Real Estate, Energy Financial Services and GECAS). Based on the results of our step one testing, the fair values of each of the GECC reporting units exceeded their carrying values; therefore, the second step of the impairment test was not required to be performed for any of our reporting units and no goodwill impairment was recognized.

In 2013, while the Real Estate reporting unit's book value was within the range of its fair value, we further substantiated our Real Estate goodwill balance by performing the second step analysis in which the implied fair value of goodwill exceeded its carrying value by approximately $3.7 billion. In the current year, it was determined that the second step was not required as the results of step one indicated that the fair value of the Real Estate reporting unit exceeded its book value.

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods.
 GECC 2014 FORM 10-K    91

PART II
 
 
OTHER INTANGIBLE ASSETS

INTANGIBLE ASSETS SUBJECT TO AMORTIZATION
                                   
 
2014
 
2013
 
Gross
         
Gross
       
 
carrying
 
Accumulated
     
carrying
 
Accumulated
   
December 31 (In millions)
amount
 
amortization
 
Net
 
amount
 
amortization
 
Net
                                   
Capitalized software
$
 2,148
 
$
 (1,638)
 
$
 510
 
$
 2,200
 
$
 (1,707)
 
$
 493
Customer-related
 
 1,345
   
 (844)
   
 501
   
 1,173
   
 (802)
   
 371
Lease valuations
 
 485
   
 (377)
   
 108
   
 703
   
 (498)
   
 205
Present value of future profits(a)
 
 614
   
 (614)
   
 -
   
 574
   
 (574)
   
 -
Patents and technology
 
 87
   
 (83)
   
 4
   
 106
   
 (102)
   
 4
Trademarks
 
 30
   
 (20)
   
 10
   
 49
   
 (36)
   
 13
All other
 
 434
   
 (391)
   
 43
   
 326
   
 (276)
   
 50
Total
$
 5,143
 
$
 (3,967)
 
$
 1,176
 
$
 5,131
 
$
 (3,995)
 
$
 1,136
                                   
(a) Balances at December 31, 2014 and 2013 reflect adjustments of $293 million and $322 million, respectively, to the present value of future profits in our run-off insurance operation to reflect the effects that would have been recognized had the related unrealized investment securities holding gains and losses actually been realized.

 

During 2014, we recorded additions to intangible assets subject to amortization of $353 million. The components of finite-lived intangible assets acquired during 2014 and their respective weighted average amortizable period follow.

COMPONENTS OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED DURING 2014
     
Weighted-average
 
Gross
 
amortizable period
(In millions)
carrying value
 
(in years)
           
Customer-related
$
 264
   
 7.6
Capitalized software
 
 88
   
 6.7
Lease valuations
 
 1
   
 7.0
           
Amortization expense related to intangible assets subject to amortization was $403 million, $425 million and $447 million in 2014, 2013 and 2012, respectively, and is recorded in operating and administrative expense on the financial statements. Estimated annual pre-tax amortization for intangible assets over the next five calendar years follows.

ESTIMATED 5 YEAR CONSOLIDATED AMORTIZATION
     
                             
(In millions)
 
2015
   
2016
   
2017
   
2018
   
2019
                             
Estimated annual pre-tax amortization
$
 355
 
$
 296
 
$
 225
 
$
 146
 
$
 123
                             
 GECC 2014 FORM 10-K    92

PART II
 
 
NOTE 7. OTHER ASSETS

December 31 (In millions)
2014
 
2013
           
Investments
         
    Associated companies
$
 16,747
 
$
 17,348
    Real estate(a)(b)
 
 10,891
   
 16,163
    Assets held for sale(c)
 
 5,549
   
 2,571
    Cost method(b)
 
 566
   
 1,462
    Other
 
 1,621
   
 930
   
 35,374
   
 38,474
           
Derivative instruments
 
 1,794
   
 1,117
Advances to suppliers
 
 1,406
   
 2,328
Deferred borrowing costs
 
 849
   
 867
Deferred acquisition costs(d)
 
 17
   
 29
Other
 
 4,435
   
 4,551
Total
$
 43,875
 
$
 47,366
           

(a)
Our investment in real estate consisted principally of two categories: real estate held for investment and equity method investments. Both categories contained a wide range of properties including the following at December 31, 2014: office buildings (57%), retail facilities (9%), apartment buildings (5%), industrial properties (3%), franchise properties (3%) and other (23%). At December 31, 2014, investments were located in the Americas (46%), Europe (37%) and Asia (17%).
(b)
The fair value of and unrealized loss on cost method investments in a continuous loss position for less than 12 months at December 31, 2014, were $5 million and $1 million, respectively. The fair value of and unrealized loss on cost method investments in a continuous loss position for 12 months or more at December 31, 2014, were an insignificant amount and $1 million, respectively. The fair value of and unrealized loss on cost method investments in a continuous loss position for less than 12 months at December 31, 2013, were $17 million and an insignificant amount, respectively. There were no cost method investments in a continuous loss position for 12 months or more at December 31, 2013.
(c)
Assets were classified as held for sale on the date a decision was made to dispose of them through sale or other means. At December 31, 2014 and 2013, such assets consisted primarily of loans, aircraft, equipment and real estate properties, and were accounted for at the lower of carrying amount or estimated fair value less costs to sell. These amounts are net of valuation allowances of $142 million and $127 million at December 31, 2014 and 2013, respectively. Assets held for sale increased $2,978 million from December 31, 2013, as a result of net increases in held-for-sale loans and aircraft, partially offset by net decreases in held-for-sale real estate, primarily due to sales.
(d)
Balances at December 31, 2014 and 2013 reflect adjustments of $624 million and $700 million, respectively, to deferred acquisition costs in our run-off insurance operations to reflect the effects that would have been recognized had the related unrealized investment securities holding gains and losses actually been realized.
 GECC 2014 FORM 10-K    93

PART II
 
 
NOTE 8. BORROWINGS AND BANK DEPOSITS

December 31 (In millions)
2014
 
2013
                         
Short-term borrowings
   
Amount
 
Average Rate(a)
     
Amount
 
Average Rate(a)
 
Commercial paper
                       
  U.S.
 
$
 22,019
 
0.19
%
 
$
 24,877
 
 0.18
%
  Non-U.S.
   
 2,993
 
0.25
     
 4,168
 
 0.33
 
Current portion of long-term borrowings(b)(c)(f)
   
 37,989
 
2.54
     
 39,215
 
 2.70
 
GE Interest Plus notes(d)
   
 5,467
 
1.01
     
 8,699
 
 1.11
 
Other(c)
   
 312
         
 339
     
Total short-term borrowings
 
$
 68,780
       
$
 77,298
     
                         
Long-term borrowings
Maturities
 
Amount
 
Average Rate(a)
     
Amount
 
Average Rate(a)
 
Senior unsecured notes(b)(e)
2016-2055
$
 162,629
 
 2.72
%
 
$
 186,433
 
 2.97
%
Subordinated notes(f)
2021-2037
 
 4,804
 
 3.36
     
 4,821
 
 3.93
 
Subordinated debentures(g)(h)
2066-2067
 
 7,085
 
 5.88
     
 7,462
 
 5.64
 
Other(c)(i)
   
 13,473
         
 11,563
     
Total long-term borrowings
 
$
 187,991
       
$
 210,279
     
Non-recourse borrowings of
                       
   consolidated securitization entities(j)
2015-2019
$
 29,938
 
 1.04
   
$
 30,124
 
 1.05
 
Bank deposits(k)
 
$
 62,839
       
$
 53,361
     
Total borrowings and bank deposits
 
$
 349,548
       
$
 371,062
     
                         
(a)
Based on year-end balances and year-end local currency effective interest rates, including the effects from hedging.
(b)
Included $439 million and $481 million of obligations to holders of GICs at December 31, 2014 and 2013, respectively. These obligations included conditions under which certain GIC holders could require immediate repayment of their investment should the long-term credit ratings of GECC fall below AA-/Aa3. The remaining outstanding GICs will continue to be subject to their scheduled maturities and individual terms, which may include provisions permitting redemption upon a downgrade of one or more of GECC's ratings, among other things.
(c)
Included $6,017 million and $9,468 million of funding secured by real estate, aircraft and other collateral at December 31, 2014 and 2013, respectively, of which $2,312 million and $2,868 million is non-recourse to GECC at December 31, 2014 and 2013, respectively.
(d)
Entirely variable denomination floating-rate demand notes.
(e)
Included $700 million of debt at both December 31, 2014 and 2013 raised by a funding entity related to Penske Truck Leasing Co., L.P. (PTL). GECC, as co-issuer and co-guarantor of the debt, reports this amount as borrowings in its financial statements. GECC has been indemnified by the other limited partners of PTL for their proportionate share of the debt obligation. Also included $3,593 million related to Synchrony Financial. See Note 1.
(f)
Included $300 million of subordinated notes guaranteed by GE at both December 31, 2014 and 2013.
(g)
Subordinated debentures receive rating agency equity credit.
(h)
Included $2,794 million of subordinated debentures, which constitute the sole assets of trusts who have issued trust preferred securities and where GECC owns 100% of the common securities of the trusts. Obligations associated with these trusts are unconditionally guaranteed by GECC.
(i)
Included $8,245 million related to Synchrony Financial. See Note 1.
(j)
Included $7,442 million and $9,047 million of current portion of long-term borrowings at December 31, 2014 and 2013, respectively. See Note 16.
(k)
Included $10,258 million and $13,614 million of deposits in non-U.S. banks at December 31, 2014 and 2013, respectively, and $22,848 million and $18,275 million of certificates of deposits with maturities greater than one year at December 31, 2014 and 2013, respectively.
Additional information about borrowings and associated swaps can be found in Note 15.
 GECC 2014 FORM 10-K    94

PART II
 

Liquidity is affected by debt maturities and our ability to repay or refinance such debt. Long-term debt maturities over the next five years follow.

(In millions)
 
2015
   
2016
   
2017
   
2018
   
2019
                             
   
37,989
(a)
 
31,707
   
27,041
   
19,011
   
21,956
                             
(a) Fixed and floating rate notes of $474 million contain put options with exercise dates in 2015, and which have final maturity beyond 2019.


Committed credit lines totaling $44.4 billion had been extended to us by 49 banks at year-end 2014. GECC can borrow up to $44.4 billion under these credit lines. GE can borrow up to $13.7 billion under certain of these credit lines. The GECC lines include $25.1 billion of revolving credit agreements under which we can borrow funds for periods exceeding one year. Additionally, $19.3 billion are 364-day lines that contain a term-out feature that allows us to extend the borrowings for two years from the date on which such borrowings would otherwise be due.



NOTE 9. INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND INSURANCE ANNUITY BENEFITS

Investment contracts, insurance liabilities and insurance annuity benefits comprise mainly obligations to annuitants and policyholders in our run-off insurance operations and holders of guaranteed investment contracts.

December 31 (In millions)
2014
 
2013
           
Investment contracts
$
 2,970
 
$
 3,144
Guaranteed investment contracts
 
 1,000
   
 1,471
    Total investment contracts
 
 3,970
   
 4,615
Life insurance benefits(a)
 
 20,688
   
 18,959
Other(b)
 
 3,369
   
 3,405
Total
$
 28,027
 
$
 26,979
           
(a)
Life insurance benefits are accounted for mainly by a net-level-premium method using estimated yields generally ranging from 3.0% to 8.5% in both 2014 and 2013.
(b)
Substantially all unpaid claims and claims adjustment expenses and unearned premiums.

When insurance affiliates cede insurance risk to third parties, such as reinsurers, they are not relieved of their primary obligation to policyholders. When losses on ceded risks give rise to claims for recovery, we establish allowances for probable losses on such receivables from reinsurers as required. Reinsurance recoverables are included in the caption "Other receivables" on our Statement of Financial Position, and amounted to $1,759 million and $1,685 million at December 31, 2014 and 2013, respectively.

We recognize reinsurance recoveries as a reduction of the Statement of Earnings caption "Investment contracts, insurance losses and insurance annuity benefits." Reinsurance recoveries were $240 million, $250 million and $234 million in December 31, 2014, 2013 and 2012, respectively.
 GECC 2014 FORM 10-K    95

PART II
 
 
NOTE 10. INCOME TAXES

GE and GECC file a consolidated U.S. federal income tax return. This enables GE to use GECC tax deductions and credits to reduce the tax that otherwise would have been payable by GE. The GECC effective tax rate for each period reflects the benefit of these deductions in the consolidated return. GE makes cash payments to GECC for these tax reductions at the time GE's tax payments are due.

(BENEFIT) PROVISION FOR INCOME TAXES
               
                 
(In millions)
2014
 
2013
 
2012
                 
Current tax expense (benefit)
$
 848
 
$
 (268)
 
$
 1,379
Deferred tax expense (benefit) from temporary differences
 
 (710)
   
 (724)
   
 (858)
Total
$
 138
 
$
 (992)
 
$
 521
                 

CONSOLIDATED EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
                 
(In millions)
 
2014
   
2013
   
2012
                 
U.S. earnings
$
 3,439
 
$
 2,845
 
$
 4,496
Non-U.S. earnings
 
 4,202
   
 4,474
   
 3,433
Total
$
 7,641
 
$
 7,319
 
$
 7,929
                 

CONSOLIDATED (BENEFIT) PROVISION FOR INCOME TAXES
                   
(In millions)
 
2014
   
2013
   
2012
                   
U.S. Federal
               
 
Current
 
 (316)
   
 (1,287)
   
 (6)
 
Deferred
 
 (156)
   
 (474)
   
 30
Non - U.S.
               
 
Current
 
 1,222
   
 1,020
   
 1,436
 
Deferred
 
 (425)
   
 (269)
   
 (815)
Other
 
 (187)
   
 18
   
 (124)
Total
$
 138
 
$
 (992)
 
$
 521
                   

Our businesses are subject to regulation under a wide variety of U.S. federal, state and foreign tax laws, regulations and policies. Changes to these laws or regulations may affect our tax liability, return on investments and business operations. For example, GE's effective tax rate is reduced because active business income earned and indefinitely reinvested outside the United States is taxed at less than the U.S. rate. A significant portion of this reduction depends upon a provision of U.S. tax law that defers the imposition of U.S. tax on certain active financial services income until that income is repatriated to the United States as a dividend. This provision is consistent with international tax norms and permits U.S. financial services companies to compete more effectively with non-U.S. financial institutions in global markets. This provision, which had expired at the end of 2013, was reinstated in December 2014 retroactively for one year through the end of 2014. The provision also had been scheduled to expire and had been extended by Congress on seven previous occasions, but there can be no assurance that it will continue to be extended. In the event the provision is not extended after 2014, the current U.S. tax imposed on active financial services income earned outside the United States would increase, making it more difficult for U.S. financial services companies to compete in global markets. If this provision is not extended, we expect our effective tax rate to increase significantly after 2015.
 GECC 2014 FORM 10-K    96

PART II
 


RECONCILIATION OF U.S. FEDERAL STATUTORY INCOME TAX RATE TO ACTUAL INCOME TAX RATE
 
                 
 
2014
   
2013
   
2012
 
                 
U.S. federal statutory income tax rate
 35.0
%
 
 35.0
%
 
 35.0
%
Increase (reduction) in rate resulting from
               
   Tax on global activities including exports(a)
 (24.1)
   
 (45.0)
   
 (18.4)
 
   U.S. business credits(b)
 (4.6)
   
 (4.6)
   
 (4.3)
 
   Business Property disposition
 -
   
 -
   
 (4.2)
 
  All other – net
 (4.5)
   
 1.0
   
 (1.5)
 
 
 (33.2)
   
 (48.6)
   
 (28.4)
 
Actual income tax rate
 1.8
%
 
 (13.6)
%
 
 6.6
%
                 
(a)
Included (3.8) % related to the sale of GEMB-Nordic in 2014 and (13.3)% related to the sale of 68.5% of our Swiss consumer finance bank, Cembra Money Bank AG (Cembra), through an initial public offering in 2013.
(b)
U.S. general business credits, primarily the credit for energy produced from renewable sources, the advanced energy project credit and the low-income housing credit.

UNRECOGNIZED TAX POSITIONS

Annually, GE files over 5,500 income tax returns in over 250 global taxing jurisdictions a substantial portion of which includes our activities. We are under examination or engaged in tax litigation in many of these jurisdictions. During 2013, the Internal Revenue Service (IRS) completed the audit of our consolidated U.S. income tax returns for 2008-2009, except for certain issues that remain under examination. At December 31, 2014, the IRS was auditing our consolidated U.S. income tax returns for 2010-2011. In addition, certain other U.S. tax deficiency issues and refund claims for previous years were unresolved. The IRS has disallowed the tax loss on our 2003 disposition of ERC Life Reinsurance Corporation. We have contested the disallowance of this loss. It is reasonably possible that the unresolved items could be resolved during the next 12 months, which could result in a decrease in our balance of "unrecognized tax benefits" – that is, the aggregate tax effect of differences between tax return positions and the benefits recognized in our financial statements. We believe that there are no other jurisdictions in which the outcome of unresolved issues or claims is likely to be material to our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties. Resolution of audit matters, including the IRS audit of our consolidated U.S. income tax returns for 2008-2009, reduced our 2013 consolidated income tax rate by 1.3 percentage points.

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:

UNRECOGNIZED TAX BENEFITS
         
           
December 31 (In millions)
2014
 
2013
           
Unrecognized tax benefits
$
 3,055
 
$
 3,223
      Portion that, if recognized, would reduce tax expense and effective tax rate(a)
 
 2,259
   
 2,346
Accrued interest on unrecognized tax benefits
 
 420
   
 570
Accrued penalties on unrecognized tax benefits
 
 34
   
 97
Reasonably possible reduction to the balance of unrecognized tax benefits in succeeding 12 months
 
0-600
   
0-800
      Portion that, if recognized, would reduce tax expense and effective tax rate(a)
 
0-50
   
0-250
           
(a)
Some portion of such reduction may be reported as discontinued operations.
 GECC 2014 FORM 10-K    97

PART II
 

UNRECOGNIZED TAX BENEFITS RECONCILIATION
           
(In millions)
2014
 
2013
           
Balance at January 1
$
 3,223
 
$
 3,106
Additions for tax positions of the current year
 
 61
   
 79
Reductions for tax positions of the current year
 
 (2)
   
 (1)
Additions for tax positions of prior years
 
 483
   
 657
Reductions for tax positions of prior years
 
 (531)
   
 (617)
Settlements with tax authorities
 
 (179)
   
 (1)
Expiration of the statute of limitations
 
 -
   
 -
Balance at December 31
$
 3,055
 
$
 3,223
           

We classify interest on tax deficiencies as interest expense; we classify income tax penalties as provision for income taxes. For the years ended December 31, 2014, 2013 and 2012, $(73) million, $11 million and $(20) million of interest expense (income), respectively, and $(47) million, $6 million and $22 million of tax expense (income) related to penalties, respectively, were recognized in the Statement of Earnings.

DEFERRED INCOME TAXES

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and tax credit carryforwards, and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established.

We have not provided U.S. deferred taxes on cumulative earnings of non-U.S. affiliates and associated companies that have been reinvested indefinitely. These earnings relate to ongoing operations and, at December 31, 2014 and 2013, were approximately $78 billion and $73 billion, respectively. Most of these earnings have been reinvested in active non-U.S. business operations and we do not intend to repatriate these earnings to fund U.S. operations. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not reinvested indefinitely. Deferred taxes are provided for earnings of non-U.S. affiliates and associated companies when we plan to remit those earnings.
 GECC 2014 FORM 10-K    98

PART II
 
 


COMPONENTS OF THE NET DEFERRED INCOME TAX ASSET (LIABILITY)
           
December 31 (In millions)
2014
 
2013
           
Assets
         
Non-U.S. loss carryforwards(a)
$
 4,094
 
$
 3,791
Allowance for losses
 
 2,186
   
 2,640
Investment in global subsidiaries
 
 1,935
   
 1,883
Other - net
 
 4,331
   
 4,910
Total deferred income tax assets
 
 12,546
   
 13,224
           
Liabilities
         
Operating leases
 
 (6,351)
   
 (6,284)
Financing leases
 
 (4,046)
   
 (4,075)
Intangible assets
 
 (1,963)
   
 (1,943)
Net unrealized gains on securities
 
 (507)
   
 (145)
Cash flow hedges
 
 (162)
   
 (163)
Other - net
 
 (5,748)
   
 (5,400)
Total deferred income tax liabilities
 
 (18,777)
   
 (18,010)
           
Net deferred income tax liability
$
 (6,231)
 
$
 (4,786)
           
(a) Net of valuation allowances of $880 million and $862 million for 2014 and 2013, respectively. Of the net deferred tax asset as of December 31, 2014, of $4,094 million, $41 million relates to net operating loss carryforwards that expire in various years ending from December 31, 2015, through December 31, 2017; $91 million relates to net operating losses that expire in various years ending from December 31, 2018 through December 31, 2029 and $3,962 million relates to net operating loss carryforwards that may be carried forward indefinitely.
 GECC 2014 FORM 10-K   99

PART II
 
 

NOTE 11. SHAREOWNERS' EQUITY

(In millions)
2014
 
2013
 
2012
                 
Preferred stock issued
$
 -
 
$
 -
 
$
 -
                 
Common stock issued
$
 -
 
$
 -
 
$
 -
                 
Accumulated other comprehensive income
               
Balance at January 1
$
 (1,034)
 
$
(940)
 
$
 (2,096)
Other comprehensive income before reclassifications
 
 (263)
   
433
   
 1,312
Reclassifications from other comprehensive income
 
 720
   
(527)
   
 (156)
Other comprehensive income, net, attributable to GECC
 
 457
   
(94)
   
 1,156
Balance at December 31
$
 (577)
 
$
(1,034)
 
$
 (940)
                 
Additional paid-in capital
               
Balance at January 1
$
 32,563
 
$
31,586
 
$
 27,628
Contributions and other(a)
 
 436
   
977
   
 3,958
Balance at December 31
$
 32,999
 
$
32,563
 
$
 31,586
                 
Retained earnings
               
Balance at January 1
$
 51,165
 
$
51,244
 
$
 51,578
Net earnings
 
 7,234
   
6,204
   
 6,215
Dividends and other
 
 (3,322)
   
(6,283)
   
 (6,549)
Balance at December 31
$
 55,077
 
$
51,165
 
$
 51,244
                 
Total equity
               
GECC shareowners' equity balance at December 31
$
 87,499
 
$
82,694
 
$
 81,890
Noncontrolling interests balance at December 31
 
 2,899
   
432
   
 707
Total equity balance at December 31
$
 90,398
 
$
83,126
 
$
 82,597
                 
(a) 2014 included $440 million related to the excess of the net proceeds from the Synchrony Financial IPO over the carrying value of the interest sold.

During the second quarter of 2013, we issued 10,000 shares of non-cumulative perpetual preferred stock with a $0.01 par value for proceeds of $990 million. The preferred shares bear an initial fixed interest rate of 5.25% through June 15, 2023, bear a floating rate equal to three-month LIBOR plus 2.967% thereafter and are callable on June 15, 2023. Dividends on the GECC preferred stock are payable semiannually, in June and December, with the first payment on this issuance made in December 2013.

During 2012, we issued 40,000 shares of non-cumulative perpetual preferred stock with a $0.01 par value for proceeds of $3,960 million. Of these shares, 22,500 bear an initial fixed interest rate of 7.125% through June 15, 2022, bear a floating rate equal to three-month LIBOR plus 5.296% thereafter and are callable on June 15, 2022 and 17,500 shares bear an initial fixed interest rate of 6.25% through December 15, 2022, bear a floating rate equal to three-month LIBOR plus 4.704% thereafter and are callable on December 15, 2022. Dividends on the preferred stock are payable semi-annually, in June and December, with the first payment on these issuances made in December 2012.
 GECC 2014 FORM 10-K   100

PART II
 


During 2014, 2013 and 2012, we paid preferred stock dividends of $322 million, $298 million and $123 million, respectively. During 2014, 2013, and 2012, we paid quarterly dividends of $2,000 million, $1,930 million and $1,926 million and special dividends of $1,000 million, $4,055 million and $4,500 million to GE, respectively.

Our consolidated affiliates may be subject to regulation by various national authorities including banking, financial services and insurance regulators, and are restricted from remitting certain funds to us in the form of dividends or loans. However, such funds are available for use by these affiliates, without restriction, to repay borrowings, to fund new loans, or for other normal business purposes. Our regulated bank subsidiaries are also subject to minimum regulatory capital requirements and we have also committed to maintain the total capital level for our run-off insurance operations at 300 % of the regulatory minimum required level. At December 31, 2014, restricted net assets of our financial services consolidated affiliates were approximately $23.3 billion.

The aggregate statutory capital and surplus of the insurance activities totaled $2.2 billion, $2.4 billion and $1.6 billion at 2014, 2013, and 2012, respectively. Accounting practices prescribed by statutory authorities are used in preparing statutory statements.
 GECC 2014 FORM 10-K    101

PART II
 
 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
                   
(In millions)
   
2014
   
2013
   
2012
                   
Investment securities
                 
Balance at January 1
 
$
 309
 
$
 673
 
$
 (33)
Other comprehensive income (loss) (OCI) before reclassifications –
                 
    net of deferred taxes of $415, $(386) and $386 (a)
   
 696
   
 (675)
   
 685
Reclassifications from OCI – net of deferred taxes
                 
    of $8, $215 and $12
   
 7
   
 306
   
 22
Other comprehensive income (loss)(b)
   
 703
   
 (369)
   
 707
Less OCI attributable to noncontrolling interests
   
 2
   
 (5)
   
 1
Balance at December 31
 
$
 1,010
 
$
 309
 
$
 673
                   
Currency translation adjustments (CTA)
                 
Balance at January 1(c)
 
$
 (530)
 
$
 (131)
 
$
 (399)
OCI before reclassifications – net of deferred taxes
                 
    of $(145), $(655) and $(261)
   
 (163)
   
 247
   
 411
Reclassifications from OCI – net of deferred taxes
                 
    of $213, $791 and $55
   
 (162)
   
 (810)
   
 (131)
Other comprehensive income (loss)(b)
   
 (325)
   
 (563)
   
 280
Less OCI attributable to noncontrolling interests
   
 (17)
   
 (7)
   
 12
Balance at December 31
 
$
 (838)
 
$
 (687)
 
$
 (131)
                   
Cash flow hedges
                 
Balance at January 1(c)
 
$
 (450)
 
$
 (746)
 
$
 (1,101)
OCI before reclassifications –
                 
    net of deferred taxes of $3 and $235, $378
   
 (573)
   
 521
   
 434
Reclassifications from OCI – net of deferred taxes
                 
    of $35, $(158) and $(250)
   
 851
   
 (66)
   
 (80)
Other comprehensive income (loss)(b)
   
 278
   
 455
   
 354
Less OCI attributable to noncontrolling interests
   
 -
   
 2
   
 (1)
Balance at December 31
 
$
 (172)
 
$
 (293)
 
$
 (746)
                   
Benefit plans
                 
Balance at January 1
 
$
 (363)
 
$
 (736)
 
$
 (563)
Prior service credit (cost) – net of deferred taxes
                 
    of $0, $4 and $0
   
 -
   
 24
   
 -
Net actuarial gain (loss) – net of deferred taxes
                 
    of $(101), $156 and $(86)
   
 (238)
   
 306
   
 (206)
Prior service cost amortization – net of deferred taxes
                 
    of $0, $0 and $0
   
 2
   
 -
   
 -
Net actuarial loss amortization – net of deferred taxes
                 
    of $7, $16 and $10
   
 22
   
 43
   
 33
Other comprehensive income (loss)(b)
   
 (214)
   
 373
   
 (173)
Less OCI attributable to noncontrolling interests
   
 -
   
 -
   
 -
Balance at December 31
 
$
 (577)
 
$
 (363)
 
$
 (736)
                   
Accumulated other comprehensive income (loss) at December 31
 
$
 (577)
 
$
 (1,034)
 
$
 (940)
                   
(a) Includes adjustments of $ 960  million, $(1,171) million and $527 million in 2014, 2013 and 2012, respectively, to deferred acquisition costs, present value of future profits, and investment contracts, insurance liabilities and insurance annuity benefits in our run-off insurance operations to reflect the effects that would have been recognized had the related unrealized investment securities holding gains and losses actually been realized.
(b) Total other comprehensive income (loss) was $442 million, $(104) million and $1,168 million in 2014, 2013 and 2012, respectively.

(c) Includes a $157 million reclassification between 2014 opening balances in Currency Translation Adjustments and Cash Flow Hedges.


 GECC 2014 FORM 10-K    102

PART II
 

RECLASSIFICATION OUT OF AOCI
                     
                       
(In millions)
 
2014
 
2013
 
2012
 
Statement of Earnings Caption
                       
Available-for-sale securities
                     
   Realized gains (losses) on
                     
      sale/impairment of securities
 
$
 (15)
 
$
 (521)
 
$
 (34)
 
Revenues from services
     
 8
   
 215
   
 12
 
Benefit (provision) for income taxes
   
$
 (7)
 
$
 (306)
 
$
 (22)
 
Net of tax
Currency translation adjustments
                     
   Gains (losses) on dispositions
 
$
 (51)
 
$
 19
 
$
 76
 
Costs and expenses
     
 213
   
 791
   
 55
 
Benefit (provision) for income taxes
   
$
 162
 
$
 810
 
$
 131
 
Net of tax
Cash flow hedges
                     
   Gains (losses) on interest rate derivatives
 
$
 (234)
 
$
 (364)
 
$
 (494)
 
Interest
   Foreign exchange contracts
   
 (652)
   
 588
   
 824
 
(a)
     
 (886)
   
 224
   
 330
 
Total before tax
     
 35
   
 (158)
   
 (250)
 
Benefit (provision) for income taxes
   
$
 (851)
 
$
 66
 
$
 80
 
Net of tax
Benefit plan items
                     
   Amortization of prior service costs
 
$
 (2)
 
$
 -
 
$
 -
 
(b)
   Amortization of actuarial gains (losses)
   
 (29)
   
 (59)
   
 (43)
 
(b)
     
 (31)
   
 (59)
   
 (43)
 
Total before tax
     
 7
   
 16
   
 10
 
Benefit (provision) for income taxes
   
$
 (24)
 
$
 (43)
 
$
 (33)
 
Net of tax
                       
Total reclassification adjustments
 
$
 (720)
 
$
 527
 
$
 156
 
Net of tax
                       
(a)
Included $(607) million, $608 million and $894 million in revenues from services and $(45) million, $(20) million and $(70) million in interest in 2014, 2013 and 2012, respectively.
(b)
Amortization of prior service costs and actuarial gains and losses out of AOCI are included in the computation of net periodic pension costs.

NONCONTROLLING INTERESTS

Noncontrolling interests in equity of consolidated affiliates includes common shares in consolidated affiliates and preferred stock issued by our affiliates. The balance is summarized as follows.

December 31 (In millions)
 
2014
   
2013
 
 
 
 
 
 
Synchrony Financial
$
 2,531
 
$
 -
Other noncontrolling interests in consolidated affiliates(a)
 
 368
   
 432
Total
$
 2,899
 
$
 432
           
(a) Consisted of a number of individually insignificant noncontrolling interests in partnerships and consolidated affiliates.


CHANGES TO NONCONTROLLING INTERESTS
                 
(In millions)
 
2014
   
2013
   
2012
                 
Beginning balance
$
 432
 
$
 707
 
$
 690
Net earnings
 
 162
   
 53
   
 63
Dividends
 
 (6)
   
 (48)
   
 (19)
Dispositions
 
 (75)
   
 (174)
   
 -
Synchrony Financial IPO
 
 2,393
   
 -
   
 -
Other (including AOCI)
 
 (7)
   
 (106)
   
 (27)
Ending balance
$
 2,899
 
$
 432
 
$
 707
                 
 GECC 2014 FORM 10-K    103

PART II
 
 
NOTE 12. REVENUES FROM SERVICES

       
(In millions)
2014
 
2013
 
2012
                 
Interest on loans
$
 17,324
 
$
 17,951
 
$
 18,843
Equipment leased to others
 
 9,940
   
 9,804
   
 10,456
Fees
 
 4,618
   
 4,720
   
 4,709
Investment income(a)
 
 2,271
   
 1,809
   
 2,630
Financing leases
 
 1,416
   
 1,667
   
 1,888
Associated companies(b)
 
 1,182
   
 1,809
   
 1,538
Premiums earned by insurance activities
 
 1,509
   
 1,573
   
 1,715
Real estate investments(c)
 
 1,727
   
 2,528
   
 1,709
Other items(d)
 
 2,617
   
 2,080
   
 1,757
Total
$
 42,604
 
$
 43,941
 
$
 45,245
                 
(a)
Included net other-than-temporary impairments on investment securities, of which $96 million related to the impairment of an investment in a Brazilian company that was fully offset by the benefit of a guarantee provided by GE reflected as a component in other items for 2013.
(b)
During 2013, we sold our remaining equity interest in the Bank of Ayudhya (Bay Bank) and recorded a pre-tax gain of $ 641 million. During 2012, we sold our remaining equity interest in Garanti Bank, which was classified as an available-for-sale security.
(c)
During 2013, we sold real estate comprising certain floors located at 30 Rockefeller Center, New York for a pre-tax gain of $902 million.
(d)
During 2014, we sold GEMB-Nordic and recorded a pre-tax gain of $473 million. During 2013, we sold a portion of Cembra through an initial public offering and recorded a pre-tax gain of $351 million.
 GECC 2014 FORM 10-K    104

PART II
 
 
NOTE 13. OPERATING AND ADMINISTRATIVE EXPENSES

Our employees and retirees are covered under a number of pension, stock compensation, health and life insurance plans. The principal pension plans are the GE Pension Plan, a defined benefit plan for U.S. employees and the GE Supplementary Pension Plan, an unfunded plan providing supplementary benefits to higher-level, longer-service U.S. employees. Employees of certain affiliates are covered under separate pension plans, which are not significant individually or in the aggregate. We provide health and life insurance benefits to certain of our retired employees, principally through GE Company's benefit program. The annual cost to us of providing these benefits is not material.

RENTAL EXPENSE

Rental expense under operating leases is shown below.

(In millions)
2014
 
2013
 
2012
                 
Equipment for sublease
$
 36
 
$
 64
 
$
 149
Other rental expense
 
 346
   
 364
   
 390
                 

At December 31, 2014, minimum rental commitments under noncancellable operating leases aggregated $1,420.000 million. Amounts payable over the next five years follow.

 
                             
(In millions)
2015
 
2016
 
2017
 
2018
 
2019
                             
 
$
 238
 
$
 203
 
$
 177
 
$
 141
 
$
 120
                             

NOTE 14. FAIR VALUE MEASUREMENTS

RECURRING FAIR VALUE MEASUREMENTS

Our assets and liabilities measured at fair value on a recurring basis include investment securities primarily supporting obligations to annuitants and policyholders in our run-off insurance operations and supporting obligations to holders of GICs in Trinity and investment securities held in our CLL business collateralized by senior secured loans of high-quality, middle-market companies in a variety of industries.
 GECC 2014 FORM 10-K    105

PART II
 
 


ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
           
                   
Netting
     
(In millions)
Level 1
(a)
Level 2
(a)
Level 3
 
adjustment
(b)
Net balance
December 31, 2014
                           
Assets
                           
Investment securities
                           
     Debt
                           
       U.S. corporate
$
 -
 
$
 20,659
 
$
 3,128
 
$
 -
 
$
 23,787
       State and municipal
 
 -
   
 5,171
   
 578
   
 -
   
 5,749
       Residential mortgage-backed
 
 -
   
 1,709
   
 16
   
 -
   
 1,725
       Commercial mortgage-backed
 
 -
   
 3,054
   
 9
   
 -
   
 3,063
       Asset-backed(c)
 
 -
   
 343
   
 7,575
   
 -
   
 7,918
       Corporate  ̶   non-U.S.
 
 -
   
 681
   
 795
   
 -
   
 1,476
       Government ̶ non-U.S.
 
 56
   
 1,738
   
 2
   
 -
   
 1,796
       U.S. government and federal agency
 
 -
   
 1,747
   
 266
   
 -
   
 2,013
     Retained interests
 
 -
   
 -
   
 24
   
 -
   
 24
     Equity
                           
       Available-for-sale
 
 231
   
 14
   
 9
   
 -
   
 254
       Trading
 
 20
   
 2
   
 -
   
 -
   
 22
Derivatives(d)
 
 -
   
 9,061
   
 133
   
 (7,400)
   
 1,794
Other(e)
 
 -
   
 -
   
 48
   
 -
   
 48
Total
$
 307
 
$
 44,179
 
$
 12,583
 
$
 (7,400)
 
$
 49,669
Liabilities
                           
Derivatives
$
 -
 
$
 4,298
 
$
 15
 
$
 (4,215)
 
$
 98
Other
 
 -
   
 22
   
 -
   
 -
   
 22
Total
$
 -
 
$
 4,320
 
$
 15
 
$
 (4,215)
 
$
 120
                             
December 31, 2013
                           
Assets
                           
Investment securities
                           
    Debt
                           
       U.S. corporate
$
 -
 
$
 18,788
 
$
2,918
 
$
 -
 
$
21,706
       State and municipal
 
 -
   
 4,193
   
96
   
 -
   
4,289
       Residential mortgage-backed
 
 -
   
 1,824
   
86
   
 -
   
1,910
       Commercial mortgage-backed
 
 -
   
 3,025
   
10
   
 -
   
3,035
       Asset-backed(c)
 
 -
   
 489
   
6,898
   
 -
   
7,387
       Corporate ̶ non-U.S.
 
 61
   
 645
   
1,052
   
 -
   
1,758
       Government ̶ non-U.S.
 
 1,590
   
 789
   
31
   
 -
   
2,410
       U.S. government and federal agency
 
 -
   
 545
   
225
   
 -
   
770
     Retained interests
 
 -
   
 -
   
72
   
 -
   
72
     Equity
                           
       Available-for-sale
 
225
   
15
   
 11
   
 -
   
251
       Trading
 
 72
   
2
   
 -
   
 -
   
74
Derivatives(d)
 
 -
   
7,493
   
170
   
 (6,546)
   
1,117
Other(e)
 
 -
   
 -
   
293
   
 -
   
293
Total
$
1,948
 
$
37,808
 
$
11,862
 
$
(6,546)
 
$
45,072
Liabilities
                           
Derivatives
$
 -
 
$
 4,893
 
$
 16
 
$
 (4,162)
 
$
747
Other
 
 -
   
 24
   
 -
   
 -
   
24
Total
$
 -
 
$
4,917
 
$
16
 
$
(4,162)
 
$
771
                             
(a)
Included $487 million of Government – non-U.S. and $13 million of Corporate – non-U.S. available-for-sale debt securities transferred from Level 1 to Level 2 primarily attributable to changes in market observable data during  2014. The fair value of securities transferred between Level 1 and Level 2 was $2 million during 2013.
(b)
The netting of derivative receivables and payables (including the effects of any collateral posted or received) is permitted when a legally enforceable master netting agreement exists.
(c)
Includes investments in our CLL business in asset-backed securities collateralized by senior secured loans of high-quality, middle-market companies in a variety of industries.
(d)
The fair value of derivatives includes an adjustment for non-performance risk. The cumulative adjustment was a gain (loss) of $8 million and $(7) million at December 31, 2014 and 2013, respectively. See Note 15 for additional information on the composition of our derivative portfolio.
(e)
Includes private equity investments and loans designated under the fair value option.
 GECC 2014 FORM 10-K    106

PART II
 
 
LEVEL 3 INSTRUMENTS

The majority of our Level 3 balances consist of investment securities classified as available-for-sale with changes in fair value recorded in shareowners' equity.

                                                           
CHANGES IN LEVEL 3 INSTRUMENTS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
                                         
                                       
Net
                                         
change in
       
Net
   
Net
                                     
unrealized
     
realized/
   
realized/
                           
gains
     
unrealized
 
unrealized
                           
(losses)
     
gains
   
gains
                           
relating to
       
(losses)
 
(losses)
               
Transfers
 
Transfers
       
instruments
 
Balance at
 
included
 
included
               
into
 
out of
 
Balance at
 
still held at
(In millions)
January 1
 
in earnings(a)
 
in AOCI
 
Purchases
 
Sales
 
Settlements
 
Level 3(b)
 
Level 3(b)
 
December 31
 
December 31(c)
                                                           
2014
                                                         
Investment securities   
                                                         
   Debt
                                                         
      U.S. corporate
$
 2,918
 
$
 23
 
$
 136
 
$
 536
 
$
 (234)
 
$
 (284)
 
$
 174
 
$
 (141)
 
$
 3,128
 
$
 -
      State and municipal
 
 96
   
 -
   
 38
   
 18
   
 (36)
   
 (10)
   
 472
   
 -
   
 578
   
 -
      RMBS
 
 86
   
 -
   
 2
   
 -
   
 (16)
   
 (9)
   
 -
   
 (47)
   
 16
   
 -
      CMBS
 
 10
   
 -
   
 -
   
 -
   
 -
   
 (3)
   
 2
   
 -
   
 9
   
 -
      ABS
 
 6,898
   
 3
   
 (206)
   
 2,249
   
 -
   
 (1,359)
   
 -
   
 (10)
   
 7,575
   
 -
      Corporate – non-U.S.
 
 1,052
   
 30
   
 3
   
 1,018
   
 (269)
   
 (1,034)
   
 1
   
 (6)
   
 795
   
 -
      Government – non-U.S.
 
 31
   
 -
   
 -
   
 -
   
 -
   
 -
   
 2
   
 (31)
   
 2
   
 -
     U.S. government and
                                                         
         federal agency
 
 225
   
 -
   
 34
   
 -
   
 -
   
 -
   
 9
   
 (2)
   
 266
   
 -
   Retained interests
 
 72
   
 29
   
 (4)
   
 3
   
 (66)
   
 (10)
   
 -
   
 -
   
 24
   
 -
   Equity
                                                         
      Available-for-sale
 
 11
   
 -
   
 -
   
 2
   
 (2)
   
 -
   
 -
   
 (2)
   
 9
   
 -
Derivatives(d)(e)
 
 163
   
 59
   
 1
   
 5
   
 -
   
 (97)
   
 (1)
   
 -
   
 130
   
 (29)
Other
 
 293
   
 1
   
 -
   
 614
   
 (575)
   
 (6)
   
 -
   
 (279)
   
 48
   
 -
Total
$
 11,855
 
$
 145
 
$
 4
 
$
 4,445
 
$
 (1,198)
 
$
 (2,812)
 
$
 659
 
$
 (518)
 
$
 12,580
 
$
 (29)
                                                           
2013
                                                         
Investment securities   
                                                         
   Debt
                                                         
      U.S. corporate
$
 3,552
 
$
 (477)
 
$
 122
 
$
 376
 
$
 (423)
 
$
 (231)
 
$
 108
 
$
 (109)
 
$
 2,918
 
$
 -
      State and municipal
 
 77
   
 -
   
 (7)
   
 21
   
 -
   
 (5)
   
 10
   
 -
   
 96
   
 -
      RMBS
 
 100
   
 -
   
 (5)
   
 -
   
 (2)
   
 (7)
   
 -
   
 -
   
 86
   
 -
      CMBS
 
 6
   
 -
   
 -
   
 -
   
 -
   
 (6)
   
 10
   
 -
   
 10
   
 -
      ABS
 
 5,023
   
 5
   
 32
   
 2,632
   
 (4)
   
 (795)
   
 12
   
 (7)
   
 6,898
   
 -
      Corporate – non-U.S.
 
 1,212
   
 (103)
   
 49
   
 5,814
   
 (3)
   
 (5,874)
   
 15
   
 (58)
   
 1,052
   
 -
      Government – non-U.S.
 
 42
   
 1
   
 (12)
   
 -
   
 -
   
 -
   
 -
   
 -
   
 31
   
 -
     U.S. government and
                                                         
         federal agency
 
 277
   
 -
   
 (52)
   
 -
   
 -
   
 -
   
 -
   
 -
   
 225
   
 -
   Retained interests
 
 83
   
 3
   
 1
   
 6
   
 -
   
 (21)
   
 -
   
 -
   
 72
   
 -
   Equity
                                                         
      Available-for-sale
 
 13
   
 -
   
 -
   
 -
   
 -
   
 -
   
 -
   
 (2)
   
 11
   
 -
Derivatives(d)(e)
 
 262
   
 31
   
 2
   
 (1)
   
 -
   
 (162)
   
 33
   
 (2)
   
 163
   
 (31)
Other
 
 432
   
 (94)
   
 12
   
 493
   
 (542)
   
 -
   
 4
   
 (12)
   
 293
   
 (90)
Total
$
 11,079
 
$
 (634)
 
$
 142
 
$
 9,341
 
$
 (974)
 
$
 (7,101)
 
$
 192
 
$
 (190)
 
$
 11,855
 
$
 (121)
                                                           
(a)
Earnings effects are primarily included in the "Revenues from services" and "Interest" captions in the Statement of Earnings.
(b)
Transfers in and out of Level 3 are considered to occur at the beginning of the period. Transfers out of Level 3 were primarily a result of increased use of quotes from independent pricing vendors based on recent trading activity.
(c)
Represents the amount of unrealized gains or losses for the period included in earnings.
(d)
Represents derivative assets net of derivative liabilities and included cash accruals of $12 million and $9 million not reflected in the fair value hierarchy table during 2014 and 2013, respectively.
(e)
Gains (losses) included in net realized/unrealized gains (losses) included in earnings were offset by the earnings effects from the underlying items that were economically hedged. See Note 15.
 GECC 2014 FORM 10-K    107

PART II
 

NON-RECURRING FAIR VALUE MEASUREMENTS
The following table represents non-recurring fair value amounts (as measured at the time of the adjustment) for those assets remeasured to fair value on a non-recurring basis during the fiscal year and still held at December 31, 2014 and 2013.

 
Remeasured during the years ended December 31
 
2014
 
2013
(In millions)
Level 2
 
Level 3
 
Level 2
 
Level 3
                       
Financing receivables and loans held for sale
$
 49
 
$
 1,430
 
$
 210
 
$
 2,986
Cost and equity method investments(a)
 
 11
   
 392
   
 -
   
 649
Long-lived assets, including real estate
 
 364
   
 1,253
   
 2,050
   
 1,085
Total
$
 424
 
$
 3,075
 
$
 2,260
 
$
 4,720
                       
The following table represents the fair value adjustments to assets measured at fair value on a non-recurring basis and still held at December 31, 2014 and 2013.

   
Years ended December 31
(In millions)
 
2014
 
2013
             
Financing receivables and loans held for sale
 
$
 (317)
 
$
 (361)
Cost and equity method investments
   
 (372)
   
 (466)
Long-lived assets, including real estate
   
 (760)
   
 (1,126)
Total
 
$
 (1,449)
 
$
 (1,953)
 GECC 2014 FORM 10-K    108

PART II
 
 
 
LEVEL 3 MEASUREMENTS - SIGNIFICANT UNOBSERVABLE INPUTS
               
Range
(Dollars in millions)
 
Fair value
 
Valuation technique
 
Unobservable inputs
 
(weighted average)
                   
December 31, 2014
                 
Recurring fair value measurements
                 
Investment securities - Debt
                 
      U.S. corporate
 
$
 980
 
Income approach
 
Discount rate(a)
 
1.5%-14.8% (6.6%)
      State and municipal
   
 481
 
Income approach
 
Discount rate(a)
 
1.9%-5.9% (2.8%)
      Asset-backed
   
 7,554
 
Income approach
 
Discount rate(a)
 
2.2%-12.4% (5.0%)
      Corporate  ̶   non-U.S.
   
 724
 
Income approach
 
Discount rate(a)
 
0.4%-14.7% (7.6%)
Other financial assets
   
 48
 
Income approach
 
Discount rate(a)
 
4.2%-4.7% (4.3%)
                   
Non-recurring fair value measurements
                 
Financing receivables and loans held for sale
 
$
 666
 
Income approach,
 
Capitalization rate(b)
 
6.9%-11.0% (7.8%)
         
Business enterprise
 
EBITDA multiple
 
4.3X-6.5X (6.2X)
         
  value
       
Cost and equity method investments
   
 346
 
Income approach,
 
Discount rate(a)
 
8.0%-10.0% (9.4%)
         
Business enterprise, Market comparables
  value
 
EBITDA multiple
 
1.8X-10.5X (7.0X)
             
Capitalization rate(b)
 
6.4%-6.4% (6.4%)
Long-lived assets, including real estate
   
 932
 
Income approach
 
Capitalization rate(b)
 
6.3%-15.3% (6.8%)
             
Discount rate(a)
 
2.0%-19.0% (6.8%)
                   
                   
December 31, 2013
               
Recurring fair value measurements
                 
Investment securities - Debt
                 
      U.S. corporate
 
$
898
 
Income approach
 
Discount rate(a)
 
1.5%-13.3% (6.5%)
      Asset-backed
   
6,854
 
Income approach
 
Discount rate(a)
 
1.2%-10.5% (3.7%)
      Corporate  ̶   non-U.S.
   
819
 
Income approach
 
Discount rate(a)
 
1.4%-46.0% (15.1%)
Other financial assets
   
288
 
Income approach,
 
WACC(c)
 
9.3%-9.3% (9.3%)
         
  Market comparables
 
Discount rate(a)
 
5.2%-5.3% (5.3%)
             
EBITDA multiple
 
8.3X-12.5X (10.6X)
                   
Non-recurring fair value measurements
                 
Financing receivables and loans held for sale
 
$
1,937
 
Income approach,
 
Capitalization rate(b)
 
5.5%-16.7% (8.0%)
         
Business enterprise
 
EBITDA multiple
 
4.3X-5.5X (4.8X)
         
  value
 
Discount rate(a)
 
6.6%-6.6% (6.6%)
Cost and equity method investments
   
100
 
Income approach,
 
Discount rate(a)
 
5.7%-5.9% (5.8%)
         
  Market comparables
 
Capitalization rate(b)
 
8.5%-10.6% (10.0%)
             
WACC(c)
 
9.3%-9.6% (9.4%)
             
EBITDA multiple
 
7.1X-14.5X (11.3X)
             
Revenue multiple
 
9.3X-12.6X (10.9X)
Long-lived assets, including real estate
   
691
 
Income approach
 
Capitalization rate(b)
 
5.4%-14.5% (7.8%)
             
Discount rate(a)
 
4.0%-23.0% (8.8%)
                   
                   
(a)
Discount rates are determined based on inputs that market participants would use when pricing investments, including credit and liquidity risk. An increase in the discount rate would result in a decrease in the fair value.
(b)
Represents the rate of return on net operating income that is considered acceptable for an investor and is used to determine a property's capitalized value. An increase in the capitalization rate would result in a decrease in the fair value.
(c)
Weighted average cost of capital (WACC).

At December 31, 2014 and 2013, other Level 3 recurring fair value measurements of $2,692 million and $2,813 million, respectively, and non-recurring measurements of $1,035 million and $1,426 million, respectively, are valued using non-binding broker quotes or other third-party sources. At December 31, 2014 and 2013, other recurring fair value measurements of $89 million and $173 million, respectively, and non-recurring fair value measurements of $96 million and $566 million, respectively, were individually insignificant and utilize a number of different unobservable inputs not subject to meaningful aggregation. 
 GECC 2014 FORM 10-K    109

PART II
 
 
NOTE 15. FINANCIAL INSTRUMENTS

The following table provides information about assets and liabilities not carried at fair value. The table excludes finance leases and non-financial assets and liabilities. Substantially all of the assets discussed below are considered to be Level 3. The vast majority of our liabilities' fair value can be determined based on significant observable inputs and thus considered Level 2. Few of the instruments are actively traded and their fair values must often be determined using financial models. Realization of the fair value of these instruments depends upon market forces beyond our control, including marketplace liquidity.

 
2014
 
2013
       
Assets (liabilities)
       
Assets (liabilities)
 
Notional
 
Carrying
 
Estimated
 
Notional
 
Carrying
 
Estimated
December 31 (In millions)
amount
 
amount (net)
 
fair value
 
amount
 
amount (net)
 
fair value
                                   
Assets
                                 
    Loans
$
(a)
 
$
 212,719
 
$
 217,662
 
$
(a)
 
$
 226,293
 
$
 230,792
    Other commercial mortgages
 
(a)
   
 3,520
   
 3,600
   
(a)
   
 2,270
   
 2,281
    Loans held for sale
 
(a)
   
 1,801
   
 1,826
   
(a)
   
 512
   
 512
    Other financial instruments(b)
 
(a)
   
 691
   
 1,015
   
(a)
   
 1,622
   
 2,203
Liabilities
                                 
    Borrowings and bank deposits(c)(d)
 
(a)
   
 (349,548)
   
 (366,256)
   
(a)
   
 (371,062)
   
 (386,823)
    Investment contract benefits
 
(a)
   
 (2,970)
   
 (3,565)
   
(a)
   
 (3,144)
   
 (3,644)
    Guaranteed investment contracts
 
(a)
   
 (1,000)
   
 (1,031)
   
(a)
   
 (1,471)
   
 (1,459)
    Insurance - credit life(e)
 
 1,843
   
 (90)
   
 (77)
   
2,149
   
 (108)
   
 (94)
                                   
(a)
These financial instruments do not have notional amounts.
(b)
Principally comprises cost method investments.
(c)
See Note 8.
(d)
Fair values exclude interest rate and currency derivatives designated as hedges of borrowings. Had they been included, the fair value of borrowings at December 31, 2014 and 2013 would have been reduced by $5,020 million and $2,284 million, respectively.
(e)
Net of reinsurance of $964 million and $1,250 million at December 31, 2014 and 2013, respectively.

A description of how we estimate fair values follows:


Loans. Based on a discounted future cash flows methodology, using current market interest rate data adjusted for inherent credit risk or quoted market prices and recent transactions, if available.

Borrowings and bank deposits. Based on valuation methodologies using current market interest rate data that are comparable to market quotes adjusted for our non-performance risk.

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

Guaranteed investment contracts. Based on valuation methodologies using current market interest rate data, adjusted for our non-performance risk.

Insurance – credit life. Certain insurance affiliates, primarily in Consumer, issue credit life insurance designed to pay the balance due on a loan if the borrower dies before the loan is repaid. As part of our overall risk management process, we cede to third parties a portion of this associated risk, but are not relieved of our primary obligation to the policy holders.

All other instruments. Based on observable market transaction and/or valuation methodologies using current market interest rate data adjusted for inherent credit risk.

Assets and liabilities that are reflected in the accompanying financial statements at fair value are not included in the above disclosures; such items include cash and equivalents, investment securities and derivative financial instruments.
 GECC 2014 FORM 10-K    110

PART II
 

Additional information about Notional Amounts of Loan Commitments follows.

NOTIONAL AMOUNTS OF LOAN COMMITMENTS
           
December 31 (In millions)
2014
 
2013
         
Ordinary course of business lending commitments(a)
$
 4,282
 
$
 4,756
Unused revolving credit lines(b)
         
   Commercial(c)
 
 14,681
   
 16,570
   Consumer – principally credit cards
 
 306,188
   
 290,662
           
(a)
Excluded investment commitments of $980 million and $1,395 million at December 31, 2014 and 2013, respectively.
(b)
Excluded amounts related to inventory financing arrangements, which may be withdrawn at our option, of $15,041 million and $13,502 million at December 31, 2014 and 2013, respectively.
(c)
Included amounts related to commitments of $10,509 million and $11,629 million at December 31, 2014 and 2013, respectively, associated with secured financing arrangements that could have increased to a maximum of $12,353 million and $14,590 million at December 31, 2014 and 2013, respectively, based on asset volume under the arrangement.

SECURITIES REPURCHASE AND REVERSE REPURCHASE ARRANGEMENTS

Our issuances of securities repurchase agreements are insignificant and are limited to activities at certain of our foreign banks primarily for purposes of liquidity management. At December 31, 2014, we were party to repurchase agreements totaling $169 million, which were reported in short-term borrowings on the financial statements. No repurchase agreements were accounted for as off-book financing and we do not engage in securities lending transactions.

We also enter into reverse securities repurchase agreements, primarily for short-term investment with maturities of 90 days or less. At December 31, 2014, we were party to reverse repurchase agreements totaling $11.5 billion, which were reported in cash and equivalents on the financial statements. Under these reverse securities repurchase agreements, we typically lend available cash at a specified rate of interest and hold U.S. or highly-rated European government securities as collateral during the term of the agreement. Collateral value is in excess of amounts loaned under the agreements.

DERIVATIVES AND HEDGING

As a matter of policy, we use derivatives for risk management purposes and we do not use derivatives for speculative purposes. A key risk management objective for our financial services businesses is to mitigate interest rate and currency risk by seeking to ensure that the characteristics of the debt match the assets they are funding. If the form (fixed versus floating) and currency denomination of the debt we issue do not match the related assets, we typically execute derivatives to adjust the nature and tenor of funding to meet this objective within pre-defined limits. The determination of whether we enter into a derivative transaction or issue debt directly to achieve this objective depends on a number of factors, including market related factors that affect the type of debt we can issue.

The notional amounts of derivative contracts represent the basis upon which interest and other payments are calculated and are reported gross, except for offsetting foreign currency forward contracts that are executed in order to manage our currency risk of net investment in foreign subsidiaries. Of the outstanding notional amount of $267,000 million, approximately 97% or $258,000 million is associated with reducing or eliminating the interest rate, currency or market risk between financial assets and liabilities in our financial services businesses. The instruments used in these activities are designated as hedges when practicable. When we are not able to apply hedge accounting, or when the derivative and the hedged item are both recorded in earnings concurrently, the derivatives are deemed economic hedges and hedge accounting is not applied. This most frequently occurs when we hedge a recognized foreign currency transaction (e.g., a receivable or payable) with a derivative. Since the effects of changes in exchange rates are reflected concurrently in earnings for both the derivative and the transaction, the economic hedge does not require hedge accounting. 
 

 GECC 2014 FORM 10-K    111

PART II
 


FAIR VALUE OF DERIVATIVES
                       
 
2014
 
2013
December 31 (In millions)
Assets
 
Liabilities
 
Assets
 
Liabilities
                       
Derivatives accounted for as hedges
                     
   Interest rate contracts
$
 5,859
 
$
 461
 
$
 3,837
 
$
 1,989
   Currency exchange contracts
 
 2,435
   
 779
   
 1,746
   
 958
   Other contracts
 
 -
   
 -
   
 -
   
 -
   
 8,294
   
 1,240
   
 5,583
   
 2,947
                       
Derivatives not accounted for as hedges
                     
   Interest rate contracts
 
 276
   
 141
   
 270
   
 175
   Currency exchange contracts
 
 598
   
 2,910
   
 1,753
   
 1,765
   Other contracts
 
 26
   
 22
   
 57
   
 22
   
 900
   
 3,073
   
 2,080
   
 1,962
                       
Gross derivatives recognized in statement of
                     
   financial position
                     
   Gross derivatives
 
 9,194
   
 4,313
   
 7,663
   
 4,909
   Gross accrued interest
 
 1,401
   
 (18)
   
 1,227
   
 241
   
 10,595
   
 4,295
   
 8,890
   
 5,150
                       
Amounts offset in statement of financial position
                     
   Netting adjustments(a)
 
 (3,705)
   
 (3,713)
   
 (3,927)
   
 (3,920)
   Cash collateral(b)
 
 (3,695)
   
 (502)
   
 (2,619)
   
 (242)
   
 (7,400)
   
 (4,215)
   
 (6,546)
   
 (4,162)
                       
Net derivatives recognized in statement of
                     
   financial position
                     
Net derivatives
 
 3,195
   
 80
   
 2,344
   
 988
                       
Amounts not offset in statement of
                     
   financial position
                     
   Securities held as collateral(c)
 
 (3,176)
   
 -
   
 (1,838)
   
 -
                       
Net amount
$
 19
 
$
 80
 
$
 506
 
$
 988
                       
Derivatives are classified in the captions "Other assets" and "Other liabilities" and the related accrued interest is classified in "Other receivables" and "Other liabilities" in our financial statements.
(a)
The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts include fair value adjustments related to our own and counterparty non-performance risk. At December 31, 2014 and 2013, the cumulative adjustment for non-performance risk was a gain (loss) of $8 million and $(7) million, respectively.
(b)
Excluded excess cash collateral received and posted of $57 million and $211 million, and $160 million and $37 million at December 31, 2014 and 2013, respectively.
(c)
Excluded excess securities collateral received of $212 million and $286 million at December 31, 2014 and 2013, respectively.
 
FAIR VALUE HEDGES
We use interest rate and currency exchange derivatives to hedge the fair value effects of interest rate and currency exchange rate changes on local and non-functional currency denominated fixed-rate debt. For relationships designated as fair value hedges, changes in fair value of the derivatives are recorded in earnings within interest along with offsetting adjustments to the carrying amount of the hedged debt.
 GECC 2014 FORM 10-K    112

PART II
 

EARNINGS EFFECTS OF FAIR VALUE HEDGING RELATIONSHIPS
                       
   
2014
   
2013
   
Gain (loss)
   
Gain (loss)
   
Gain (loss)
   
Gain (loss)
   
on hedging
   
on hedged
   
on hedging
   
on hedged
(In millions)
 
derivatives
   
items
   
derivatives
   
items
                       
Interest rate contracts
$
 3,898
 
$
 (3,973)
 
$
 (5,253)
 
$
 5,180
Currency exchange contracts
 
 (19)
   
 17
   
 (7)
   
 6
                       

Fair value hedges resulted in $(77) million and $(74) million of ineffectiveness in 2014 and 2013, respectively. In both 2014 and 2013, there were insignificant amounts excluded from the assessment of effectiveness.
 
CASH FLOW HEDGES

We use interest rate, currency exchange and commodity derivatives to reduce the variability of expected future cash flows associated with variable rate borrowings and commercial purchase and sale transactions, including commodities. For derivatives that are designated in a cash flow hedging relationship, the effective portion of the change in fair value of the derivative is reported as a component of AOCI and reclassified into earnings contemporaneously and in the same caption with the earnings effects of the hedged transaction.

             
Gain (loss) reclassified
 
Gain (loss) recognized in AOCI
 
from AOCI into earnings
(In millions)
2014
 
2013
 
2014
 
2013
                       
                       
Interest rate contracts
$
 (1)
 
$
 (26)
 
$
 (234)
 
$
 (364)
Currency exchange contracts
 
 (529)
   
 704
   
 (652)
   
 588
Total(a)
$
 (530)
 
$
 678
 
$
 (886)
 
$
 224
                       
(a) Gain (loss) is recorded in revenues from services and interest when reclassified to earnings.

The total pre-tax amount in AOCI related to cash flow hedges of forecasted transactions was a $230 million loss at December 31, 2014. We expect to transfer $196 million to earnings as an expense in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. In both 2014 and 2013, we recognized insignificant gains and losses related to hedged forecasted transactions and firm commitments that did not occur by the end of the originally specified period. At December 31, 2014 and 2013, the maximum term of derivative instruments that hedge forecasted transactions was 18 years and 19 years, respectively. See Note 11 for additional information about reclassifications out of AOCI.
 
For cash flow hedges, the amount of ineffectiveness in the hedging relationship and amount of the changes in fair value of the derivatives that are not included in the measurement of ineffectiveness were insignificant for each reporting period.
 GECC 2014 FORM 10-K    113

PART II
 

NET INVESTMENT HEDGES IN FOREIGN OPERATIONS

We use currency exchange derivatives to protect our net investments in global operations conducted in non-U.S. dollar currencies. For derivatives that are designated as hedges of net investment in a foreign operation, we assess effectiveness based on changes in spot currency exchange rates. Changes in spot rates on the derivative are recorded as a component of AOCI until such time as the foreign entity is substantially liquidated or sold, or upon the loss of a controlling interest in a foreign entity. The change in fair value of the forward points, which reflects the interest rate differential between the two countries on the derivative, is excluded from the effectiveness assessment.

GAINS (LOSSES) RECOGNIZED THROUGH CTA
                       
 
Gain (loss) recognized in CTA
 
Gain (loss) reclassified from CTA
(In millions)
2014
 
2013
 
2014
 
2013
                       
Currency exchange contracts(a)
$
 5,741
 
$
 2,322
 
$
 88
 
$
 (1,525)
                       
(a)    Gain (loss) is recorded in revenues from services when reclassified out of AOCI.

The amounts related to the change in the fair value of the forward points that are excluded from the measure of effectiveness were $(549) million and $(678) million for the years ended December 31, 2014 and 2013, respectively, and were recorded in interest.

FREE-STANDING DERIVATIVES

Changes in the fair value of derivatives that are not designated as hedges are recorded in earnings each period. As discussed above, these derivatives are typically entered into as economic hedges of changes in interest rates, currency exchange rates, commodity prices and other risks. Gains or losses related to the derivative are typically recorded in revenues from services, based on our accounting policy. In general, the earnings effects of the item that represent the economic risk exposure are recorded in the same caption as the derivative. Gains (losses) for the year ended December 31, 2014 on derivatives not designated as hedges were $(2,113) million composed of amounts related to interest rate contracts of $(58) million, currency exchange contracts of $(2,056) million, and other derivatives of $1 million. These losses were more than offset by the earnings effects from the underlying items that were economically hedged. Gains (losses) for the year ended December 31, 2013 on derivatives not designated as hedges were $(802) million composed of amounts related to interest rate contracts of $(103) million, currency exchange contracts of $(733) million, and other derivatives of $34 million. These losses were more than offset by the earnings effects from the underlying items that were economically hedged.

COUNTERPARTY CREDIT RISK

Fair values of our derivatives can change significantly from period to period based on, among other factors, market movements and changes in our positions. We manage counterparty credit risk (the risk that counterparties will default and not make payments to us according to the terms of our agreements) on an individual counterparty basis. Where we have agreed to netting of derivative exposures with a counterparty, we net our exposures with that counterparty and apply the value of collateral posted to us to determine the exposure. We actively monitor these net exposures against defined limits and take appropriate actions in response, including requiring additional collateral.

As discussed above, we have provisions in certain of our master agreements that require counterparties to post collateral (typically, cash or U.S. Treasury securities) when our receivable due from the counterparty, measured at current market value, exceeds a specified limit. The fair value of such collateral was $6,871 million at December 31, 2014, of which $3,695 million was cash and $3,176 million was in the form of securities held by a custodian for our benefit. Under certain of these same agreements, we post collateral to our counterparties for our derivative obligations, the fair value of which was $502 million at December 31, 2014. At December 31, 2014, our exposure to counterparties (including accrued interest), net of collateral we hold, was insignificant. This excludes exposure related to embedded derivatives.
 GECC 2014 FORM 10-K    114

PART II
 

Additionally, our master agreements typically contain mutual downgrade provisions that provide the ability of each party to require termination if the long-term credit rating of the counterparty were to fall below A-/A3. In certain of these master agreements, each party also has the ability to require termination if the short-term rating of the counterparty were to fall below A-1/P-1. Our master agreements also typically contain provisions that provide termination rights upon the occurrence of certain other events, such as a bankruptcy or events of default by one of the parties. If an agreement was terminated under any of these circumstances, the termination amount payable would be determined on a net basis and could also take into account any collateral posted. The net amount of our derivative liability, after consideration of collateral posted by us and outstanding interest payments was $60 million at December 31, 2014. This excludes embedded derivatives.


NOTE 16. VARIABLE INTEREST ENTITIES

We use variable interest entities primarily to securitize financial assets and arrange other forms of asset-backed financing in the ordinary course of business. Except as noted below, investors in these entities only have recourse to the assets owned by the entity and not to our general credit. We do not have implicit support arrangements with any VIE. We did not provide non-contractual support for previously transferred financing receivables to any VIE in 2014 or 2013.

In evaluating whether we have the power to direct the activities of a VIE that most significantly impact its economic performance, we consider the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity's economic performance as compared to other economic interest holders. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity's future performance and the exercise of professional judgment in deciding which decision-making rights are most important.

In determining whether we have the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, we evaluate all of our economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity's design, including: the entity's capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have the potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of our economic interests is a matter that requires the exercise of professional judgment.

CONSOLIDATED VARIABLE INTEREST ENTITIES

We consolidate VIEs because we have the power to direct the activities that significantly affect the VIE's economic performance, typically because of our role as either servicer or manager for the VIE. Our consolidated VIEs fall into three main groups, which are further described below:

Trinity comprises two consolidated entities that hold investment securities, the majority of which are investment grade, and were funded by the issuance of GICs. The GICs include conditions under which certain holders could require immediate repayment of their investment should the long-term credit ratings of GECC fall below AA-/Aa3 or the short-term credit ratings fall below A-1+/P-1. The outstanding GICs are subject to their scheduled maturities and individual terms, which may include provisions permitting redemption upon a downgrade of one or more of GECC's ratings, among other things, and are reported in investment contracts, insurance liabilities and insurance annuity benefits.
Consolidated Securitization Entities (CSEs) were created to facilitate securitization of financial assets and other forms of asset-backed financing that serve as an alternative funding source by providing access to variable funding notes and term markets. The securitization transactions executed with these entities are similar to those used by many financial institutions and all are non-recourse. We provide servicing for substantially all of the assets in these entities.
 GECC 2014 FORM 10-K    115

PART II
 
 

The financing receivables in these entities have similar risks and characteristics to our other financing receivables and were underwritten to the same standard. Accordingly, the performance of these assets has been similar to our other financing receivables; however, the blended performance of the pools of receivables in these entities reflects the eligibility criteria that we apply to determine which receivables are selected for transfer. Contractually the cash flows from these financing receivables must first be used to pay third-party debt holders as well as other expenses of the entity. Excess cash flows are available to GECC. The creditors of these entities have no claim on other assets of GECC.
Other remaining assets and liabilities of consolidated VIEs relate primarily to three categories of entities: (1) joint ventures that lease equipment with $1,598 million of assets and $686 million of liabilities; (2) other entities that are involved in power generating and leasing activities with $667 million of assets and no liabilities; and (3) insurance entities that, among other lines of business, provide property and casualty and workers' compensation coverage for GE with $1,162 million of assets and $541 million of liabilities.

ASSETS AND LIABILITIES OF CONSOLIDATED VIEs
                                     
       
Consolidated Securitization Entities
       
                                     
         
Credit
       
Trade
           
(In millions)
 
Trinity
(a)
cards
(b)
Equipment
(b)
receivables
 
Other
 
Total
                                     
December 31, 2014
                                   
Assets(c)
                                   
Financing receivables, net
 
$
 -
 
$
 25,645
 
$
 12,843
 
$
 3,028
(d)
$
 3,064
 
$
 44,580
Investment securities
   
 2,369
   
 -
   
 -
   
 -
   
 1,005
   
 3,374
Other assets
   
 17
   
 1,059
   
 766
   
 2
   
 1,866
   
 3,710
Total
 
$
 2,386
 
$
 26,704
 
$
 13,609
 
$
 3,030
 
$
 5,935
 
$
 51,664
                                     
Liabilities(c)
                                   
Borrowings
 
$
 -
 
$
 -
 
$
 -
 
$
 -
 
$
 519
 
$
 519
Non-recourse borrowings
   
 -
   
 14,967
   
 10,359
   
 2,692
   
 646
   
 28,664
Other liabilities
   
 1,022
   
 332
   
 593
   
 26
   
 1,187
   
 3,160
Total
 
$
 1,022
 
$
 15,299
 
$
 10,952
 
$
 2,718
 
$
 2,352
 
$
 32,343
                                     
December 31, 2013
                                   
Assets(c)
                                   
Financing receivables, net
 
$
 -
 
$
 24,766
 
$
 12,928
 
$
 2,509
 
$
 2,044
 
$
 42,247
Investment securities
   
 2,786
   
 -
   
 -
   
 -
   
 1,044
   
 3,830
Other assets
   
 213
   
 20
   
 557
   
 1
   
 1,563
   
 2,354
Total
 
$
 2,999
 
$
 24,786
 
$
 13,485
 
$
 2,510
 
$
 4,651
 
$
 48,431
                                     
Liabilities(c)
                                   
Borrowings
 
$
 -
 
$
 -
 
$
 -
 
$
 -
 
$
 597
 
$
 597
Non-recourse borrowings
   
 -
   
 15,363
   
 10,982
   
 2,180
   
 49
   
 28,574
Other liabilities
   
 1,482
   
 228
   
 248
   
 25
   
 1,235
   
 3,218
Total
 
$
 1,482
 
$
 15,591
 
$
 11,230
 
$
 2,205
 
$
 1,881
 
$
 32,389
                                     
(a)
Excluded intercompany advances from GECC to Trinity, which were eliminated in consolidation of $1,565 million and $1,837 million at December 31, 2014 and 2013, respectively.
(b)
We provide servicing to the CSEs and are contractually permitted to commingle cash collected from customers on financing receivables sold to CSE investors with our own cash prior to payment to a CSE, provided our short-term credit rating does not fall below A-1/P-1. These CSEs also owe us amounts for purchased financial assets and scheduled interest and principal payments. At December 31, 2014 and 2013, the amounts of commingled cash owed to the CSEs were $2,809 million and $6,314 million, respectively, and the amounts owed to us by CSEs were $2,913 million and $5,540 million, respectively.
(c)
Asset amounts exclude intercompany receivables for cash collected on behalf of the entities by GECC as servicer, which are eliminated in consolidation. Such receivables provide the cash to repay the entities' liabilities. If these intercompany receivables were included in the table above, assets would be higher. In addition, other assets, borrowings and other liabilities exclude intercompany balances that are eliminated in consolidation.
(d)
Included $686 million of receivables originated by Appliances. We require third party debt holder consent to sell these assets. The receivables will be included in assets of businesses held for sale when the consent is received.
 

 
 GECC 2014 FORM 10-K    116

PART II
 
 
Revenues from services from our consolidated VIEs were $6,952 million, $6,776 million and $6,638 million in 2014, 2013 and 2012, respectively. Related expenses consisted primarily of provisions for losses of $1,186 million, $1,247 million and $1,171 million in 2014, 2013 and 2012, respectively, and interest of $353 million, $353 million and $541 million  in 2014, 2013 and 2012, respectively. These amounts do not include intercompany revenues and costs, principally fees and interest between GECC and the VIEs, which are eliminated in consolidation.
 
INVESTMENTS IN UNCONSOLIDATED VARIABLE INTEREST ENTITIES

Our involvement with unconsolidated VIEs consists of the following activities: assisting in the formation and financing of the entity; providing recourse and/or liquidity support; servicing the assets; and receiving variable fees for services provided. We are not required to consolidate these entities because the nature of our involvement with the activities of the VIEs does not give us power over decisions that significantly affect their economic performance.

Our largest exposure to any single unconsolidated VIE at December 31, 2014 is a $8,612 million investment in asset-backed securities issued by the Senior Secured Loan Program ("SSLP"), a fund that invests in high-quality senior secured debt of various middle-market companies. Other significant unconsolidated VIEs include investments in real estate entities ($1,564 million), which generally consist of passive limited partnership investments in tax-advantaged, multi-family real estate and investments in various European real estate entities; and exposures to joint ventures that purchase factored receivables ($2,166 million).

The classification of our variable interests in these entities in our financial statements is based on the nature of the entity and the type of investment we hold. Variable interests in partnerships and corporate entities are classified as either equity method or cost method investments. In the ordinary course of business, we also make investments in entities in which we are not the primary beneficiary but may hold a variable interest such as limited partner interests or mezzanine debt investments. These investments are classified in two captions in our financial statements: "Other assets" for investments accounted for under the equity method, and "Financing receivables – net" for debt financing provided to these entities.


INVESTMENTS IN UNCONSOLIDATED VIEs
           
             
December 31 (In millions)
 
2014
 
2013
             
Other assets and investment securities
 
$
 9,326
 
$
 9,089
Financing receivables – net
   
 2,942
   
 3,344
Total investments
   
 12,268
   
 12,433
             
Contractual obligations to fund investments or guarantees
   
 2,208
   
 2,731
Revolving lines of credit
   
 168
   
 31
Total
 
$
 14,644
 
$
 15,195
             

In addition to the entities included in the table above, we also hold passive investments in RMBS, CMBS and ABS issued by VIEs. Such investments were, by design, investment-grade at issuance and held by a diverse group of investors. Further information about such investments is provided in Note 3.
 GECC 2014 FORM 10-K    117

PART II
 
 
NOTE 17. COMMITMENTS AND GUARANTEES

COMMITMENTS

GECAS had placed multiple-year orders for various Boeing, Airbus and other aircraft with list prices approximating $25,232 million and secondary orders with airlines for used aircraft of approximately $2,144 million at December 31, 2014.

GUARANTEES

Our guarantees are provided in the ordinary course of business. We underwrite these guarantees considering economic, liquidity and credit risk of the counterparty. We believe that the likelihood is remote that any such arrangements could have a significant adverse effect on our financial position, results of operations or liquidity. We record liabilities for guarantees at estimated fair value, generally the amount of the premium received, or if we do not receive a premium, the amount based on appraisal, observed market values or discounted cash flows. Any associated expected recoveries from third parties are recorded as other receivables, not netted against the liabilities.

At December 31, 2014, we were committed under the following guarantee arrangements beyond those provided on behalf of VIEs. See Note 16.

Credit Support. We have provided $2,020 million of credit support on behalf of certain customers or associated companies, predominantly joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees. These arrangements enable these customers and associated companies to execute transactions or obtain desired financing arrangements with third parties. Should the customer or associated company fail to perform under the terms of the transaction or financing arrangement, we would be required to perform on their behalf. Under most such arrangements, our guarantee is secured, usually by the asset being purchased or financed, or possibly by certain other assets of the customer or associated company. The length of these credit support arrangements parallels the length of the related financing arrangements or transactions. The liability for such credit support was $15 million at December 31, 2014.

Indemnification Agreements. At December 31, 2014, we had $868 million of other indemnification commitments, substantially all of which relate to representations and warranties in sales of businesses or assets.

Contingent Consideration. These are agreements to provide additional consideration to a buyer or seller in a business combination if contractually specified conditions related to the acquisition or disposition are achieved.

 GECC 2014 FORM 10-K    118

PART II
 
 
NOTE 18. SUPPLEMENTAL CASH FLOWS INFORMATION

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

Amounts reported in the "Proceeds from sales of discontinued operations" and "Proceeds from principal business dispositions" lines in the Statement of Cash Flows are net of cash disposed and included certain deal-related costs. Amounts reported in the "Net cash from (payments for) principal businesses purchased" line is net of cash acquired and included certain deal-related costs and debt assumed and immediately repaid in acquisitions.

Amounts reported in the "All other operating activities" line in the Statement of Cash Flows consist primarily of adjustments to current and noncurrent accruals, deferrals of costs and expenses and adjustments to assets. GECC had non-cash transactions related to foreclosed properties and repossessed assets totaling $218 million, $482 million and $839 million in 2014, 2013 and 2012, respectively. Certain supplemental information related to our cash flows is shown below.

For the years ended December 31 (In millions)
2014
 
2013
 
2012
                 
All other operating activities
               
Amortization of intangible assets
$
 408
 
$
425
 
$
447
Net realized losses on investment securities
 
 17
   
 523
   
 34
Cash collateral on derivative contracts
 
 745
   
(2,271)
   
2,900
Increase (decrease) in other liabilities
 
 (1,771)
   
 2,334
   
 560
Other
 
 841
   
(912)
   
1,477
 
$
 240
 
$
99
 
$
5,418
Net decrease (increase) in financing receivables
               
Increase in loans to customers
$
 (323,050)
 
$
 (311,860)
 
$
 (308,156)
Principal collections from customers - loans
 
 302,618
   
 307,849
   
 307,250
Investment in equipment for financing leases
 
 (8,120)
   
 (8,652)
   
 (9,192)
Principal collections from customers - financing leases
 
 8,421
   
 9,646
   
 10,976
Net change in credit card receivables
 
 (5,571)
   
 (8,058)
   
 (8,030)
Sales of financing receivables
 
 20,013
   
 14,664
   
 12,642
 
$
 (5,689)
 
$
 3,589
 
$
5,490
All other investing activities
               
Purchases of investment securities
$
 (10,346)
 
$
 (16,422)
 
$
 (15,666)
Dispositions and maturities of investment securities
 
 9,289
   
 18,139
   
17,010
Decrease (increase) in other assets - investments
 
 (476)
   
 1,089
   
4,338
Proceeds from sales of real estate properties
 
 5,920
   
 10,680
   
3,381
Other
 
 2,610
   
 1,486
   
2,731
 
$
 6,997
 
$
 14,972
 
$
11,794
Newly issued debt (maturities longer than 90 days)
               
Short-term (91 to 365 days)
$
 29
 
$
 55
 
$
 59
Long-term (longer than one year)
 
 34,435
   
 44,833
   
55,782
 
$
 34,464
 
$
 44,888
 
$
55,841
Repayments and other debt reductions (maturities longer than 90 days)
               
Short-term (91 to 365 days)
$
 (47,694)
 
$
 (52,553)
 
$
 (94,114)
Long-term (longer than one year)
 
 (4,909)
   
 (3,291)
   
 (9,368)
Principal payments - non-recourse, leveraged leases
 
 (454)
   
 (585)
   
 (426)
 
$
 (53,057)
 
$
 (56,429)
 
$
 (103,908)
All other financing activities
               
Proceeds from sales of investment contracts
$
 322
 
$
 491
 
$
 2,697
Redemption of investment contracts
 
 (1,113)
   
 (980)
   
 (5,515)
Other
 
 (300)
   
 (420)
   
 (49)
 
$
 (1,091)
 
$
 (909)
 
$
 (2,867)
 GECC 2014 FORM 10-K    119

PART II
 
 
19. SUPPLEMENTAL INFORMATION ABOUT THE CREDIT QUALITY OF FINANCING RECEIVABLES AND ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

CREDIT QUALITY INDICATORS

Detailed information about the credit quality of our Commercial, Real Estate and Consumer financing receivables portfolios is provided below. For each portfolio, we describe the characteristics of the financing receivables and provide information about collateral, payment performance, credit quality indicators and impairment. We manage these portfolios using delinquency and nonaccrual data as key performance indicators. The categories used within this section such as impaired loans, troubled debt restructuring (TDR) and nonaccrual financing receivables are defined by the authoritative guidance and we base our categorization on the related scope and definitions contained in the related standards. The categories of nonaccrual and delinquent are used in our process for managing our financing receivables.

PAST DUE AND NONACCRUAL FINANCING RECEIVABLES
 
                                     
   
2014
   
2013
 
   
Over 30 days
   
Over 90 days
         
Over 30 days
   
Over 90 days
       
December 31 (In millions)
 
past due
   
past due
   
Nonaccrual
 
past due
   
past due
   
Nonaccrual
 
                                     
Commercial
                                   
  CLL
                                   
    Americas
$
 503
 
$
 284
 
$
 1,054
 
$
 755
 
$
 359
 
$
 1,275
 
    International
 
 1,483
   
 749
   
 946
   
 1,490
   
 820
   
 1,459
 
  Total CLL
 
 1,986
   
 1,033
   
 2,000
   
 2,245
   
 1,179
   
 2,734
 
  Energy Financial Services
 
 -
   
 -
   
 68
   
 -
   
 -
   
 4
 
  GECAS
 
 -
   
 -
   
 419
   
 -
   
 -
   
 -
 
  Other
 
 -
   
 -
   
 -
   
 -
   
 -
   
 6
 
Total Commercial
 
 1,986
   
 1,033
   
 2,487
(a)
 
 2,245
   
 1,179
   
 2,744
(a)
                                     
Real Estate
 
 242
   
 183
   
 1,254
(b)
 
 247
   
 212
   
 2,551
(b)
                                     
Consumer
                                   
   Non-U.S. residential mortgages
 
 2,171
   
 1,195
   
 1,262
   
 3,406
   
 2,104
   
 2,161
 
   Non-U.S. installment and revolving credit
 
 333
   
 89
   
 53
   
 601
   
 159
   
 106
 
   U.S. installment and revolving credit
 
 2,492
   
 1,147
   
 2
   
 2,442
   
 1,105
   
 2
 
   Other
 
 141
   
 64
   
 167
   
 172
   
 99
   
 351
 
Total Consumer
 
 5,137
   
 2,495
(c)
 
 1,484
(d)
 
 6,621
   
 3,467
(c)
 
 2,620
(d)
Total
$
 7,365
 
$
 3,711
 
$
 5,225
 
$
 9,113
 
$
 4,858
 
$
 7,915
 
Total as a percent of financing receivables
 
 3.0
%
 
 1.5
%
 
 2.2
%
 
 3.5
%
 
 1.9
%
 
 3.1
%
                                     
(a)
Included $1,549 million and $1,397 million at December 31, 2014 and 2013, respectively, that are currently paying in accordance with their contractual terms.
(b)
Included $1,018 million and $2,308 million at December 31, 2014 and 2013, respectively, that are currently paying in accordance with their contractual terms.
(c)
Included $1,231 million and $1,197 million of Consumer loans at December 31, 2014 and 2013, respectively, that are over 90 days past due and continue to accrue interest until the accounts are written off in the period that the account becomes 180 days past due.
(d)
Included $179 million and $324 million at December 31, 2014 and 2013, respectively, that are currently paying in accordance with their contractual terms.
 GECC 2014 FORM 10-K    120

PART II
 
 

IMPAIRED LOANS AND RELATED RESERVES
                                         
 
With no specific allowance
 
With a specific allowance
 
Recorded
 
Unpaid
 
Average
 
Recorded
 
Unpaid
     
Average
 
investment
 
principal
 
investment
 
investment
 
principal
 
Associated
 
investment
December 31 (In millions)
in loans
 
balance
 
in loans
 
in loans
 
balance
 
allowance
 
in loans
                                         
2014
                                       
                                         
Commercial
                                       
  CLL
                                       
    Americas
$
 1,352
 
$
 1,897
 
$
 1,626
 
$
 126
 
$
 160
 
$
 28
 
$
 254
    International(a)
 
 940
   
 2,500
   
 1,099
   
 280
   
 965
   
 105
   
 463
  Total CLL
 
 2,292
   
 4,397
   
 2,725
   
 406
   
 1,125
   
 133
   
 717
  Energy Financial Services
 
 53
   
 54
   
 26
   
 15
   
 15
   
 12
   
 24
  GECAS
 
 329
   
 337
   
 88
   
 -
   
 -
   
 -
   
 15
  Other
 
 -
   
 -
   
 -
   
 -
   
 -
   
 -
   
 1
Total Commercial(b)
 
 2,674
   
 4,788
   
 2,839
   
 421
   
 1,140
   
 145
   
 757
                                         
Real Estate(c)
 
 1,555
   
 1,854
   
 2,285
   
 317
   
 443
   
 25
   
 686
                                         
Consumer(d)
 
 138
   
 179
   
 120
   
 2,042
   
 2,092
   
 408
   
 2,547
Total
$
 4,367
 
$
 6,821
 
$
 5,244
 
$
 2,780
 
$
 3,675
 
$
 578
 
$
 3,990
                                         
2013
                                       
                                         
Commercial
                                       
  CLL
                                       
    Americas
$
 1,670
 
$
 2,187
 
$
 2,154
 
$
 417
 
$
 505
 
$
 96
 
$
 509
    International(a)
 
 1,104
   
 3,082
   
 1,136
   
 691
   
 1,059
   
 231
   
 629
  Total CLL
 
 2,774
   
 5,269
   
 3,290
   
 1,108
   
 1,564
   
 327
   
 1,138
  Energy Financial Services
 
 -
   
 -
   
 -
   
 4
   
 4
   
 1
   
 2
  GECAS
 
 -
   
 -
   
 -
   
 -
   
 -
   
 -
   
 1
  Other
 
 2
   
 3
   
 9
   
 4
   
 4
   
 -
   
 5
Total Commercial(b)
 
 2,776
   
 5,272
   
 3,299
   
 1,116
   
 1,572
   
 328
   
 1,146
                                         
Real Estate(c)
 
 2,615
   
 3,036
   
 3,058
   
 1,245
   
 1,507
   
 74
   
 1,688
                                         
Consumer(d)
 
 109
   
 153
   
 98
   
 2,879
   
 2,948
   
 567
   
 3,058
Total
$
 5,500
 
$
 8,461
 
$
 6,455
 
$
 5,240
 
$
 6,027
 
$
 969
 
$
 5,892
                                         
(a)
Write-offs to net realizable value are recognized against the allowance for losses primarily in the reporting period in which management has deemed all or a portion of the financing receivable to be uncollectible, but not later than 360 days after initial recognition of a specific reserve for a collateral dependent loan. However, in accordance with regulatory standards that are applicable in Italy, commercial loans are considered uncollectible when there is demonstrable evidence of the debtor's insolvency, which may result in write-offs occurring beyond 360 days after initial recognition of a specific reserve.
(b)
We recognized $178 million and $218 million of interest income, including none and $60 million on a cash basis, at December 31, 2014 and 2013, respectively, principally in our CLL Americas business. The total average investment in impaired loans at December 31, 2014 and 2013 was $3,596 million and $4,445 million, respectively.
(c)
We recognized $56 million and $187 million of interest income, including none and $135 million on a cash basis, at December 31, 2014 and 2013, respectively. The total average investment in impaired loans at December 31, 2014 and 2013 was $2,971 million and $4,746 million, respectively.
(d)
We recognized $126 million and $221 million of interest income, including $5 million, and $3 million on a cash basis, at December 31, 2014 and 2013, respectively, principally in our Consumer-U.S. installment and revolving credit portfolios. The total average investment in impaired loans at December 31, 2014 and 2013 was $2,667 million and $3,156 million, respectively.
 GECC 2014 FORM 10-K    121

PART II
 
 

 
December 31 (In millions)
Non-impaired financing receivables
 
General reserves
 
Impaired loans
 
Specific reserves
                       
2014
                     
                       
Commercial
$
 118,381
 
$
 758
 
$
 3,095
 
$
 145
Real Estate
 
 17,925
   
 136
   
 1,872
   
 25
Consumer
 
 98,640
   
 3,603
   
 2,180
   
 408
Total
$
 234,946
 
$
 4,497
 
$
 7,147
 
$
 578
                       
2013
                     
                       
Commercial
$
125,377
 
$
677
 
$
3,892
 
$
328
Real Estate
 
16,039
   
118
   
3,860
   
74
Consumer
 
106,051
   
3,414
   
2,988
   
567
Total
$
 247,467
 
$
 4,209
 
$
 10,740
 
$
 969
                       
We regularly review our Real Estate loans for impairment using both quantitative and qualitative factors, such as debt service coverage and loan-to-value ratios. We evaluate a Real Estate loan for impairment when the most recent valuation reflects a projected loan-to-value ratio at maturity in excess of 100%, even if the loan is currently paying in accordance with its contractual terms.

Of our $1,872 million of impaired loans at Real Estate at December 31, 2014, $1,641 million are currently paying in accordance with the contractual terms of the loan and are typically loans where the borrower has adequate debt service coverage to meet contractual interest obligations. Impaired loans at CLL primarily represent senior secured lending positions.

IMPAIRED LOAN BALANCE CLASSIFIED BY THE METHOD USED TO MEASURE IMPAIRMENT
                       
December 31 (In millions)
       
2014
 
2013
                       
Discounted cash flow
           
$
 3,994
 
$
5,558
Collateral value
             
 3,153
   
5,182
Total
           
$
 7,147
 
$
 10,740
                       

Our loss mitigation strategy is intended to minimize economic loss and, at times, can result in rate reductions, principal forgiveness, extensions, forbearance or other actions, which may cause the related loan to be classified as a troubled debt restructuring (TDR), and also as impaired. The determination of whether these changes to the terms and conditions of our commercial loans meet the TDR criteria includes our consideration of all relevant facts and circumstances. At December 31, 2014, TDRs included in impaired loans were $5,806 million, primarily relating to Consumer ($2,132 million), CLL ($1,869 million) and Real Estate ($1,757 million).
 GECC 2014 FORM 10-K    122

PART II
 
 
Impaired loans classified as TDRs in our CLL business were $1,869 million and $2,961 million at December 31, 2014 and 2013, respectively, and were primarily attributable to CLL Americas ($1,031 million and $1,770 million, respectively). At December 31, 2014, we modified $926 million of loans classified as TDRs, primarily in CLL Americas ($515 million). Changes to these loans primarily included extensions, interest only payment periods, debt to equity exchange and forbearance or other actions, which are in addition to, or sometimes in lieu of, fees and rate increases. Of our $926 million and $1,509 million of modifications classified as TDRs at December 31, 2014 and 2013, respectively, $36 million and $71 million have subsequently experienced a payment default at December 31, 2014 and 2013, respectively.

Real Estate TDRs decreased from $3,625 million at December 31, 2013 to $1,757 million at December 31, 2014, primarily driven by resolution of TDRs through paydowns. For borrowers with demonstrated operating capabilities, we work to restructure loans when the cash flow and projected value of the underlying collateral support repayment over the modified term. We deem loan modifications to be TDRs when we have granted a concession to a borrower experiencing financial difficulty and we do not receive adequate compensation in the form of an effective interest rate that is at current market rates of interest given the risk characteristics of the loan or other consideration that compensates us for the value of the concession. The limited liquidity and higher return requirements in the real estate market for loans with higher loan-to-value (LTV) ratios has typically resulted in the conclusion that the modified terms are not at current market rates of interest, even if the modified loans are expected to be fully recoverable. For the year ended December 31, 2014, we modified $672 million of loans classified as TDRs. Changes to these loans primarily included forbearance, maturity extensions and changes to collateral or covenant terms or other actions, which are in addition to, or sometimes in lieu of, fees and rate increases. We received the same or additional compensation in the form of rate increases and fees for the majority of these TDRs. Of our $672 million and $1,595 million of modifications classified as TDRs during 2014 and 2013, respectively, $252 million and $197 million have subsequently experienced a payment default in 2014 and 2013, respectively.

The substantial majority of the Real Estate TDRs have reserves determined based upon collateral value. Our specific reserves on Real Estate TDRs were $25 million and $70 million and were 1.4% and 1.9%, of Real Estate TDRs, respectively, at December 31, 2014 and 2013. In many situations these loans did not require a specific reserve as collateral value adequately covered our recorded investment in the loan. While these modified loans had adequate collateral coverage, we were still required to complete our TDR classification evaluation on each of the modifications without regard to collateral adequacy.

Impaired loans in our Consumer business represent restructured smaller balance homogeneous loans meeting the definition of a TDR, and are therefore subject to the disclosure requirement for impaired loans, and commercial loans in our Consumer–Other portfolio. The recorded investment of these impaired loans totaled $2,180 million (with an unpaid principal balance of $2,271 million) and comprised $138 million with no specific allowance, primarily all in our Consumer–Other portfolio, and $2,042 million with a specific allowance of $408 million at December 31, 2014. The impaired loans with a specific allowance included $70 million with a specific allowance of $7 million in our Consumer–Other portfolio and $1,972 million with a specific allowance of $401 million across the remaining Consumer business and had an unpaid principal balance and average investment of $2,092 million and $2,547 million, respectively, at December 31, 2014.
 GECC 2014 FORM 10-K    123

PART II
 
 
Impaired loans classified as TDRs in our Consumer business were $2,132 million and $2,874 million at December 31, 2014 and 2013, respectively. We utilize certain loan modification programs for borrowers experiencing financial difficulties in our Consumer loan portfolio. These loan modification programs primarily include interest rate reductions and payment deferrals in excess of three months, which were not part of the terms of the original contract, and are primarily concentrated in our non-U.S. residential mortgage and U.S. credit card portfolios. For the year ended December 31, 2014, we modified $981 million of consumer loans for borrowers experiencing financial difficulties, which are classified as TDRs, and included $506 million of non-U.S. consumer loans, primarily residential mortgages, credit cards and personal loans and $475 million of U.S. consumer loans, primarily credit cards. We expect borrowers whose loans have been modified under these programs to continue to be able to meet their contractual obligations upon the conclusion of the modification. Of our $981 million and $1,441 million of modifications classified as TDRs during 2014 and 2013, respectively, $102 million and $266 million have subsequently experienced a payment default in 2014 and 2013, respectively.

We also utilize certain short-term (three months or less) loan modification programs for borrowers experiencing temporary financial difficulties in our Consumer loan portfolio, which are not classified as TDRs. These loan modification programs are primarily concentrated in our non-U.S. residential mortgage and non-U.S. installment and revolving portfolios. We sold our U.S. residential mortgage business in 2007 and, as such, do not participate in the U.S. government-sponsored mortgage modification programs. For the year ended December 31, 2014, we provided short-term modifications of $45 million of consumer loans for borrowers experiencing financial difficulties, substantially all in our non-U.S. residential mortgage, credit card and personal loan portfolios. For these modified loans, we provided insignificant interest rate reductions and payment deferrals, which were not part of the terms of the original contract. We expect borrowers whose loans have been modified under these short-term programs to continue to be able to meet their contractual obligations upon the conclusion of the short-term modification.

SUPPLEMENTAL CREDIT QUALITY INFORMATION

COMMERCIAL

Substantially all of our Commercial financing receivables portfolio is secured lending and we assess the overall quality of the portfolio based on the potential risk of loss measure. The metric incorporates both the borrower's credit quality along with any related collateral protection.

Our internal risk ratings process is an important source of information in determining our allowance for losses and represents a comprehensive approach to evaluate risk in our financing receivables portfolios. In deriving our internal risk ratings, we stratify our Commercial portfolios into 21 categories of default risk and/or six categories of loss given default to group into three categories: A, B and C. Our process starts by developing an internal risk rating for our borrowers, which is based upon our proprietary models using data derived from borrower financial statements, agency ratings, payment history information, equity prices and other commercial borrower characteristics. We then evaluate the potential risk of loss for the specific lending transaction in the event of borrower default, which takes into account such factors as applicable collateral value, historical loss and recovery rates for similar transactions, and our collection capabilities. Our internal risk ratings process and the models we use are subject to regular monitoring and internal controls. The frequency of rating updates is set by our credit risk policy, which requires annual Risk Committee approval.

As described above, financing receivables are assigned one of 21 risk ratings based on our process and then these are grouped by similar characteristics into three categories in the table below. Category A is characterized by either high-credit-quality borrowers or transactions with significant collateral coverage that substantially reduces or eliminates the risk of loss in the event of borrower default. Category B is characterized by borrowers with weaker credit quality than those in Category A, or transactions with moderately strong collateral coverage that minimizes but may not fully mitigate the risk of loss in the event of default. Category C is characterized by borrowers with higher levels of default risk relative to our overall portfolio or transactions where collateral coverage may not fully mitigate a loss in the event of default.
 GECC 2014 FORM 10-K    124

PART II
 

COMMERCIAL FINANCING RECEIVABLES BY RISK CATEGORY
             
                       
 
Secured
December 31 (In millions)
A
 
B
 
C
 
Total
                       
2014
                     
                       
CLL
                     
  Americas
$
 63,754
 
$
 1,549
 
$
 1,443
 
$
 66,746
  International
 
 41,476
   
 474
   
 891
   
 42,841
Total CLL
 
 105,230
   
 2,023
   
 2,334
   
 109,587
Energy Financial Services
 
 2,479
   
 60
   
 16
   
 2,555
GECAS
 
 7,908
   
 237
   
 118
   
 8,263
Other
 
 130
   
 -
   
 -
   
 130
Total
$
 115,747
 
$
 2,320
 
$
 2,468
 
$
 120,535
                       
2013
                     
                       
CLL
                     
  Americas
$
 65,545
 
$
 1,587
 
$
 1,554
 
$
 68,686
  International
 
 44,930
   
 619
   
 1,237
   
 46,786
Total CLL
 
 110,475
   
 2,206
   
 2,791
   
 115,472
Energy Financial Services
 
 2,969
   
 9
   
 -
   
 2,978
GECAS
 
 9,175
   
 50
   
 152
   
 9,377
Other
 
 318
   
 -
   
 -
   
 318
Total
$
 122,937
 
$
 2,265
 
$
 2,943
 
$
 128,145
                       

For our secured financing receivables portfolio, our collateral position and ability to work out problem accounts mitigate our losses. Our asset managers have deep industry expertise that enables us to identify the optimum approach to default situations. We price risk premiums for weaker credits at origination, closely monitor changes in creditworthiness through our risk ratings and watch list process, and are engaged early with deteriorating credits to minimize economic loss. Secured financing receivables within risk Category C are predominantly in our CLL businesses and are primarily composed of senior term lending facilities and factoring programs secured by various asset types including inventory, accounts receivable, cash, equipment and related business facilities as well as franchise finance activities secured by underlying equipment.

Loans within Category C are reviewed and monitored regularly, and classified as impaired when it is probable that they will not pay in accordance with contractual terms. Our internal risk rating process identifies credits warranting closer monitoring; and as such, these loans are not necessarily classified as nonaccrual or impaired.

Our unsecured Commercial financing receivables portfolio is primarily attributable to our Interbanca S.p.A. and GE Sanyo Credit acquisitions in CLL International. At December 31, 2014 and 2013, these financing receivables included $332 million and $313 million rated A, $408 million and $580 million rated B, and $201 million and $231 million rated C, respectively.

REAL ESTATE

Due to the primarily non-recourse nature of our Debt portfolio, loan-to-value ratios (the ratio of the outstanding debt on a property to the re-indexed value of that property) provide the best indicators of the credit quality of the portfolio.

 
Loan-to-value ratio
 
2014
 
2013
 
Less than
 
80% to
 
Greater than
 
Less than
 
80% to
 
Greater than
December 31 (In millions)
80%
 
95%
 
95%
 
80%
 
95%
 
95%
                                   
Debt
$
 16,915
 
$
 1,175
 
$
 958
 
$
 15,576
 
$
 1,300
 
$
 2,111
                                   
 GECC 2014 FORM 10-K    125

PART II
 


The credit quality of the owner occupied/credit tenant portfolio is primarily influenced by the strength of the borrower's general credit quality, which is reflected in our internal risk rating process, consistent with the process we use for our Commercial portfolio. As of December 31, 2014, the balances of our owner occupied/credit tenant portfolio with an internal risk rating of A, B and C approximated $589 million, $70 million and $90 million, respectively, as compared to the December 31, 2013, balances of $571 million, $179 million and $162 million, respectively.

The financing receivables within our Debt portfolio are primarily concentrated in our North American and European Lending platforms and are secured by various property types. A substantial majority of our Debt financing receivables with loan-to-value ratios greater than 95% are paying in accordance with contractual terms. Substantially all of these loans and the majority of our owner occupied/credit tenant financing receivables included in Category C are impaired loans that are subject to the specific reserve evaluation process. The ultimate recoverability of impaired loans is driven by collection strategies that do not necessarily depend on the sale of the underlying collateral and include full or partial repayments through third-party refinancing and restructurings.

CONSUMER

At December 31, 2014, our U.S. consumer financing receivables included private-label credit card and sales financing for approximately 64 million customers across the U.S. with no metropolitan area accounting for more than 6% of the portfolio. Of the total U.S. consumer financing receivables, approximately 67% relate to credit card loans that are often subject to profit and loss sharing arrangements with the retailer (which are recorded in revenues), and the remaining 33% are sales finance receivables that provide financing to customers in areas such as electronics, recreation, medical and home improvement.

Our Consumer financing receivables portfolio comprises both secured and unsecured lending. Secured financing receivables comprise residential loans and lending to small and medium-sized enterprises predominantly secured by auto and equipment, inventory finance, and cash flow loans. Unsecured financing receivables include private-label credit card financing. A substantial majority of these cards are not for general use and are limited to the products and services sold by the retailer. The private-label portfolio is diverse with no metropolitan area accounting for more than 5% of the related portfolio.

Non-U.S. residential mortgages

For our secured non-U.S. residential mortgage book, we assess the overall credit quality of the portfolio through loan-to-value ratios (the ratio of the outstanding debt on a property to the value of that property at origination). In the event of default and repossession of the underlying collateral, we have the ability to remarket and sell the properties to eliminate or mitigate the potential risk of loss.

 
Loan-to-value ratio
 
2014
   
2013
 
80% or
 
Greater than
 
Greater than
 
80% or
 
Greater than
 
Greater than
December 31 (In millions)
less
 
80% to 90%
 
90%
 
less
 
80% to 90%
 
90%
                                   
Non-U.S. residential mortgages
$
 13,964
 
$
 4,187
 
$
 6,742
 
$
 17,224
 
$
 5,130
 
$
 8,147
                                   

The majority of these financing receivables are in our U.K. and France portfolios and have re-indexed loan-to-value ratios of 70% and 55%, respectively. Re-indexed loan-to-value ratios may not reflect actual realizable values of future repossessions. We have third-party mortgage insurance for about 21% of the balance of Consumer non-U.S. residential mortgage loans with loan-to-value ratios greater than 90% at December 31, 2014. Such loans were primarily originated in France and the U.K.
 GECC 2014 FORM 10-K    126

PART II
 

Installment and Revolving Credit

We assess overall credit quality using internal and external credit scores. For our U.S. installment and revolving credit portfolio we use Fair Isaac Corporation ("FICO") scores. FICO scores are generally obtained at origination of the account and are refreshed at a minimum quarterly, but could be as often as weekly, to assist in predicting customer behavior. We categorize these credit scores into the following three categories; (a) 661 or higher, which are considered the strongest credits; (b) 601 to 660, which are considered moderate credit risk; and (c) 600 or less, which are considered weaker credits.

 
Refreshed FICO score
 
2014
 
2013
 
661 or
 
601 to
 
600 or
 
661 or
 
601 to
 
600 or
December 31 (In millions)
higher
 
660
 
less
 
higher
 
660
 
less
                                   
U.S. installment and
                                 
   revolving credit
$
 43,466
 
$
 11,865
 
$
 4,532
 
$
 40,079
 
$
 11,142
 
$
 4,633
                                   

For our non-U.S. installment and revolving credit, our internal credit scores imply a probability of default that we consistently translate into three approximate credit bureau equivalent credit score categories, including (a) 671 or higher, which are considered the strongest credits; (b) 626 to 670, which are considered moderate credit risk; and (c) 625 or less, which are considered weaker credits.

 
Internal ratings translated to approximate credit bureau equivalent score
 
2014
 
2013
 
671 or
 
626 to
 
625 or
 
671 or
 
626 to
 
625 or
December 31 (In millions)
higher
 
670
 
less
 
higher
 
670
 
less
                                   
Non-U.S. installment and
                                 
   revolving credit
$
 6,599
 
$
 2,045
 
$
 1,756
 
$
 9,705
 
$
 3,228
 
$
 2,798
                                   

U.S. installment and revolving credit accounts with FICO scores of 600 or less and non U.S. installment and revolving credit accounts with credit bureau equivalent scores of 625 or less have an average outstanding balance less than one thousand U.S. dollars and are primarily concentrated in our retail card and sales finance receivables in the U.S. and closed-end loans outside the U.S., which minimizes the potential for loss in the event of default. For lower credit scores, we adequately price for the incremental risk at origination and monitor credit migration through our risk ratings process. We continuously adjust our credit line underwriting management and collection strategies based on customer behavior and risk profile changes.

Consumer – Other

We develop our internal risk ratings for this portfolio in a manner consistent with the process used to develop our Commercial credit quality indicators, described above. We use the borrower's credit quality and underlying collateral strength to determine the potential risk of loss from these activities.

At December 31, 2014, Consumer – Other financing receivables of $5,006 million, $276 million and $382 million were rated A, B and C, respectively. At December 31, 2013, Consumer – Other financing receivables of $6,137 million, $315 million and $501 million were rated A, B and C, respectively.
 GECC 2014 FORM 10-K    127

PART II
 

NOTE 20. OPERATING SEGMENTS

BASIS FOR PRESENTATION

Our operating businesses are organized based on the nature of markets and customers. Segment accounting policies are the same as described in Note 1. Segment results include an allocation for a portion of corporate overhead costs, which include such items as employee compensation and benefits. Segment results reflect the discrete tax effect of transactions, but the intraperiod tax allocation is reflected outside of the segment unless otherwise noted in segment results.

Effects of transactions between related companies are made on an arms-length basis and are eliminated. As a wholly-owned subsidiary, GECC enters into various operating and financing arrangements with GE. These arrangements are made on an arms-length basis but are related party transactions and therefore require the following disclosures. At December 31, 2014 and 2013, financing receivables included $9,850 million and $8,582 million, respectively, of receivables from GE customers. At December 31, 2014 and 2013, other receivables included $7,200 million and $7,076 million, respectively, of receivables from GE. Property, plant and equipment included $1,285 million and $1,011 million, respectively, of property, plant and equipment leased to GE, net of accumulated depreciation. Borrowings included $1,222 million and $1,220 million, respectively, of amounts held by GE.

On February 22, 2012, our parent, General Electric Capital Services, Inc. (GE Capital Services or GECS) was merged with and into GECC. GECC's continuing operations now include the run-off insurance operations previously held and managed in GECS, and which are reported in corporate items and eliminations. Unless otherwise indicated, references to GECC and the GE Capital segment in this Form 10-K Report relate to the entity or segment as they exist subsequent to the February 22, 2012 merger.

A description of our operating segments as of December 31, 2014, can be found below, and details of segment profit by operating segment can be found in the Summary of Operating Segments table in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations."

CLL has particular mid-market expertise, and primarily offers secured commercial loans, equipment financing and other financial services to companies across a wide range of industries including construction, retail, manufacturing, transportation, media, communications, technology and healthcare. Equipment financing activities include industrial, medical, fleet vehicles, construction, office imaging and many other equipment types.

Consumer offers a full range of financial products including private-label credit cards; personal loans; bank cards; auto loans and leases; mortgages; debt consolidation; home equity loans; deposit and other savings products; and small and medium enterprise lending on a global basis.

Real Estate offers a range of capital and investment solutions, including fixed and floating rate mortgages for new acquisitions or re-capitalizations of commercial real estate worldwide. Our business finances, with loan structures, the acquisition, refinancing and renovation of office buildings, apartment buildings, retail facilities, hotels, warehouses and industrial properties.

Energy Financial Services invests in long-lived, capital-intensive energy projects and companies by providing structured equity, debt, leasing, partnership financing, project finance, and broad-based commercial finance.

GECAS, our commercial aircraft financing and leasing business, offers a wide range of aircraft types and financing options, including operating leases and secured debt financing, and also provides productivity solutions including spare engine leasing, airport and airline consulting services, and spare parts financing and management.
 GECC 2014 FORM 10-K    128

PART II
 
 
REVENUES
                                                     
 
Total revenues
 
Intersegment revenues(a)
 
External revenues
(In millions)
2014
 
2013
 
2012
 
2014
 
2013
 
2012
 
2014
 
2013
 
2012
                                                     
CLL
$
14,630
 
$
14,316
 
$
16,458
 
$
18
 
$
31
 
$
47
 
$
14,612
 
$
14,285
 
$
16,411
Consumer
 
15,023
   
15,741
   
15,303
   
-
   
15
   
3
   
15,023
   
15,726
   
15,300
Real Estate
 
2,969
   
3,915
   
3,654
   
5
   
20
   
22
   
2,964
   
3,895
   
3,632
Energy Financial
                                                   
   Services
 
1,697
   
1,526
   
1,508
   
-
   
-
   
-
   
1,697
   
1,526
   
1,508
GECAS
 
5,242
   
5,346
   
5,294
   
-
   
-
   
-
   
5,242
   
5,346
   
5,294
GECC corporate
                                                   
   items and eliminations
 
3,164
   
3,223
   
3,147
   
(23)
   
(66)
   
(72)
   
3,187
   
3,289
   
3,219
Total
$
42,725
 
$
44,067
 
$
45,364
 
$
-
 
$
-
 
$
-
 
$
42,725
 
$
44,067
 
$
45,364
                                                     
(a) Sales from one component to another generally are priced at equivalent commercial selling prices.

Revenues from customers located in the United States were $26,160 million, $25,633 million and $26,403 million in 2014, 2013 and 2012, respectively. Revenues from customers located outside the United States were $16,565 million, $18,434 million and $18,961 million in 2014, 2013 and 2012, respectively.

 
Depreciation and amortization
 
Provision (benefit) for income taxes
(In millions)
2014
 
2013
 
2012
 
2014
 
2013
 
2012
                                   
CLL
$
4,052
 
$
4,225
 
$
4,262
 
$
701
 
$
143
 
$
742
Consumer
 
251
   
242
   
228
   
736
   
(7)
   
1,141
Real Estate
 
371
   
452
   
639
   
(224)
   
(472)
   
(562)
Energy Financial Services
 
142
   
66
   
64
   
(193)
   
(141)
   
(186)
GECAS
 
2,352
   
2,655
   
2,065
   
(78)
   
(106)
   
5
GECC corporate items
                                 
   and eliminations
 
94
   
98
   
90
   
(804)
   
(409)
   
(619)
Total
$
7,262
 
$
7,738
 
$
7,348
 
$
138
 
$
(992)
 
$
521
                                   
 
Interest on loans(a)
 
Interest expense(b)
(In millions)
2014
 
2013
 
2012
 
2014
 
2013
 
2012
                                   
CLL
$
4,065
 
$
4,510
 
$
5,121
 
$
3,308
 
$
3,558
 
$
4,515
Consumer
 
11,849
   
11,855
   
11,631
   
2,611
   
2,669
   
3,294
Real Estate
 
938
   
1,036
   
1,494
   
1,079
   
1,278
   
1,883
Energy Financial Services
 
79
   
125
   
136
   
564
   
577
   
675
GECAS
 
305
   
344
   
398
   
1,381
   
1,406
   
1,520
GECC corporate items
                                 
   and eliminations
 
88
   
81
   
63
   
(546)
   
(221)
   
(291)
Total
$
17,324
 
$
17,951
 
$
18,843
 
$
8,397
 
$
9,267
 
$
11,596
                                   
(a) Represents one component of Revenues from services, see Note 12.
(b) Represents total interest expense, see Statement of Earnings.
 GECC 2014 FORM 10-K    129

PART II
 
 
 
Assets(a)(b)(c)
 
Property, plant and equipment additions
 
At December 31,
 
For the years ended December 31,
(In millions)
2014
 
2013
 
2012
 
2014
 
2013
 
2012
                                   
CLL
$
172,380
 
$
174,357
 
$
181,375
 
$
6,510
 
$
6,673
 
$
6,830
Consumer
 
135,987
   
132,236
   
138,002
   
116
   
62
   
76
Real Estate
 
34,371
   
38,744
   
46,247
   
-
   
-
   
3
Energy Financial Services
 
15,467
   
16,203
   
19,185
   
-
   
-
   
-
GECAS
 
42,625
   
45,876
   
49,420
   
3,747
   
3,223
   
4,944
GECC corporate items and eliminations
 
99,386
   
109,413
   
105,122
   
37
   
20
   
26
Total
$
500,216
 
$
516,829
 
$
539,351
 
$
10,410
 
$
9,978
 
$
11,879
                                   
(a) Assets of discontinued operations are included in GECC corporate items and eliminations for all periods presented.
(b) Total assets of the CLL, Consumer, Energy Financial Services and GECAS operating segments at December 31, 2014, include investment in and advances to associated companies of $5,018 million, $4,440 million, $6,911 million and $378 million, respectively. Investments in and advances to associated companies contributed approximately of $295 million, $223 million, $402 million and $262 million, respectively, to segment pre-tax income of the CLL, Consumer, Energy Financial Services and GECAS operating segments, for the year ended December 31, 2014.

(c) Aggregate summarized financial information for significant associated companies assuming a 100% ownership interest included total assets at December 31, 2014, and 2013 of $78,632 million and $84,305 million, respectively. Assets were primarily financing receivables of $46,481 million and $46,655 million at December 31, 2014, and 2013, respectively. Total liabilities at December 31, 2014, and 2013 were $57,273 million and $59,559 million, respectively, comprised primarily of bank deposits $1,853 million and $5,876 million at December 31, 2014, and 2013, respectively, and debt of $39,147 million and $39,034 million at December 31, 2014, and 2013, respectively. Revenues for 2014, 2013 and 2012, totaled $37,883 million, $16,193 million and $17,592 million, respectively, and net earnings for 2014, 2013 and 2012 totaled $(1,364) million, $2,444 million and $2,861 million, respectively.

Property, plant and equipment – net associated with operations based in the United States were $12,006 million, $11,655 million and $11,207 million at December 31, 2014, 2013 and 2012, respectively. Property, plant and equipment – net associated with operations based outside the United States were $37,564 million, $39,952 million and $41,760 million at December 31, 2014, 2013 and 2012, respectively.


NOTE 21. QUARTERLY INFORMATION (UNAUDITED)


 
First quarter
 
Second quarter
 
Third quarter
 
Fourth quarter
(In millions)
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
                                               
Total revenues
$
 10,515
 
$
 11,468
 
$
 10,247
 
$
 10,916
 
$
 10,451
 
$
 10,606
 
$
 11,512
 
$
 11,077
Earnings (loss) from continuing
                                             
    operations before
                                             
        income taxes
 
 2,142
   
 2,033
   
 1,658
   
 1,954
   
 1,594
   
 1,916
   
 2,247
   
 1,416
Benefit (provision) for income
                                             
    taxes
 
 (198)
   
 (84)
   
 216
   
 (13)
   
 (47)
   
 (3)
   
 (109)
   
 1,092
Earnings from continuing
                                             
    operations
 
 1,944
   
 1,949
   
 1,874
   
 1,941
   
 1,547
   
 1,913
   
 2,138
   
 2,508
Earnings (loss) from discontinued
                                             
    operations, net of taxes
 
 12
   
 (120)
   
 (36)
   
 (123)
   
 57
   
 (91)
   
 (140)
   
 (1,720)
Net earnings (loss)
 
 1,956
   
 1,829
   
 1,838
   
 1,818
   
 1,604
   
 1,822
   
 1,998
   
 788
Less net earnings (loss)
                                             
    attributable to noncontrolling
                                             
        interests
 
 11
   
 11
   
 10
   
 17
   
 55
   
 10
   
 86
   
 15
Net earnings (loss) attributable
                                             
    to GECC
$
 1,945
 
$
 1,818
 
$
 1,828
 
$
 1,801
 
$
 1,549
 
$
 1,812
 
$
 1,912
 
$
 773
 
 GECC 2014 FORM 10-K    130

PART II
 
 
ITEM 9A. 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 December 31, 2014, and (ii) no change in internal control over financial reporting occurred during the quarter ended December 31, 2014, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

Management's annual report on internal control over financial reporting and the report of our independent registered public accounting firm appear in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-K Report.



ITEM 9B. OTHER INFORMATION

Under an agreement between GE and GECC, GE will make payments to GECC, constituting additions to pre-tax income under the agreement (which increases equity), to the extent necessary to cause the ratio of earnings to fixed charges of GECC and consolidated affiliates (determined on a consolidated basis) to be not less than 1.10:1 for the period, as a single aggregation, of each GECC fiscal year commencing with fiscal year 1991.  On February 24, 2015, GE and GECC amended this agreement, effective beginning in 2015, to exclude non-cash charges attributable to goodwill and intangibles (which are excluded from regulatory capital calculations) for purposes of calculating GECC's ratio of earnings to fixed charges.  The amended agreement is filed as Exhibit 10 hereto and is hereby incorporated by reference.


 GECC 2014 FORM 10-K    131

PART III
 
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for professional services by KPMG LLP, in 2014 and 2013 were:

(In millions)
 
2014
   
2013
           
Type of fees
         
Audit fees
$
 25.7
 
$
 30.1
Audit-related fees
 
 7.2
   
 5.7
Tax fees
 
 1.0
   
 1.3
Total
$
 33.9
 
$
 37.1



In the above table, in accordance with the Securities and Exchange Commission's definitions and rules, "Audit fees" are fees we paid KPMG for professional services for the audit of our annual financial statements included in the Form 10-K and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. "Audit-related fees" are fees for assurance and related services that are reasonably related to the performance of the audit or the review of our financial statements and internal control over financial reporting, including services in connection with assisting the company in its compliance with its obligations under Section 404 of the Sarbanes-Oxley Act and related regulations. "Audit-related fees" also include merger and acquisition due diligence and audit services and employee benefit plan audits. "Tax fees" are fees for tax compliance, tax advice and tax
planning.
 GECC 2014 FORM 10-K    132

PART IV
 
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
(a)1.
Financial Statements
 
 
Included in Part II of this report:
 
   
Management's Annual Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Statement of Earnings for  the years ended December 31, 2014, 2013, 2012
Statement of Comprehensive Income for the years ended  December 31, 2014 , 2013, 2012
Statement of Changes in Shareowners' Equity for the years ended December 31, 2014, 2013, 2012
Statement of Financial Position at December 31, 2014 and 2013
Statement of Cash Flows for the years ended December 31, 2014, 2013, 2012
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, 2014 (pages 23 through 112 and 120 through 224), Exhibit 12(a) (Computation of Ratio of Earnings to Fixed Charges) and Exhibit 12(b) (Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends) of General Electric Company.
     
 
(a)2.
Financial Statement Schedules
 
 
 
Schedule I
Condensed financial information of registrant.
 
All other schedules listed in Reg. 210.5-04 have been omitted because they are not applicable or 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 U.S. Securities and Exchange Commission.
 
 
Exhibit
Number
 
Description
 
 
2(a)
 
Agreement and Plan of Merger dated June 25, 2001, between GECC and GECS Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 of GECC's Current Report on Form 8-K dated as of July 3, 2001 (Commission file number 001-06461)).
 
 GECC 2014 FORM 10-K    133

PART IV
 

 
3(i)
 
A complete copy of the Certificate of Incorporation of GECC consisting of the Restated Certificate of Incorporation of GECC as filed with the Office of the Secretary of State, State of Delaware on April 1, 2008, as amended by the Certificates of Designations of GECC with respect to the Series A, Series B and Series C Preferred Stock as filed with the Office of the Secretary of State, State of Delaware on June 8, 2012, July 25, 2012, and May 30, 2013, respectively (Incorporated by reference to Exhibit 3(i) to GECC's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 (Commission file number 001-06461)).
 
 
3(ii)
 
A complete copy of the Amended and Restated By-Laws of GECC as last amended on February 21, 2008, and currently in effect (Incorporated by reference to Exhibit 3(ii) of GECC's Form 10-Q Report for the quarterly period ended March 31, 2008 (Commission file number 001-06461)).
 
 
4(a)
 
Form of Certificate representing the Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 of GECC's Current Report on Form 8-K dated as of June 12, 2012 (Commission file number 001-06461)).
 
 
4(b)
 
Form of Certificate representing the Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 of GECC's Current Report on Form 8-K dated as of July 27, 2012 (Commission file number 001-06461)).
       
 
4(c)
 
 
Form of Certificate representing the Series C Preferred Stock (Incorporated by reference to Exhibit 4.1 of GECC's Current Report on Form 8-K dated as of June 3, 2013 (Commission filed number 001-06461)).
       
 
4(d)
 
 
Amended and Restated General Electric Capital Corporation (GECC) Standard Global Multiple Series Indenture Provisions dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(a) to GECC's Registration Statement on Form S-3, File No. 333-59707 (Commission file number 001-06461)).
 
 
4(e)
 
Third Amended and Restated Indenture dated as of February 27, 1997, between GECC and The Bank of New York Mellon, as successor trustee (Incorporated by reference to Exhibit 4(c) to GECC's Registration Statement on Form S-3, File No. 333-59707 (Commission file number 001-06461)).
 
 
4(f)
 
First Supplemental Indenture dated as of May 3, 1999, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(dd) to GECC's Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-76479 (Commission file number 001-06461)).
 
 
4(g)
 
Second Supplemental Indenture dated as of July 2, 2001, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(f) to GECC's Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-40880 (Commission file number 001-06461)).
 
 
4(h)
 
Third Supplemental Indenture dated as of November 22, 2002, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(cc) to GECC's Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-100527 (Commission file number 001-06461)).
 
 
4(i)
 
Fourth Supplemental Indenture dated as of August 24, 2007, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(g) to GECC's Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
 
 
4(j)
 
Thirteenth Amended and Restated Fiscal and Paying Agency Agreement among GECC, GE Capital Australia Funding Pty Ltd., GE Capital European Funding, GE Capital U.K. Funding and The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A., as fiscal and paying agents, dated as of April 5, 2014.*
 GECC 2014 FORM 10-K    134

PART IV
 
 
 
4(k)
 
Letter from the Senior Vice President and Chief Financial Officer of General Electric Company to General Electric Capital Corporation (GECC) dated September 15, 2006, with respect to returning dividends, distributions or other payments to GECC in certain circumstances described in the Indenture for Subordinated Debentures dated September 1, 2006, between GECC and the Bank of New York, as successor trustee (Incorporated by reference to Exhibit 4(c) to GECC's Post-Effective Amendment No. 2 to Registration Statement on Form S-3, File No. 333-132807 (Commission file number 001-06461)).
 
 
4(l)
 
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 consolidated subsidiaries.*
 
 
10
 
Amended and Restated Income Maintenance Agreement, dated February 24, 2015, between General Electric Company and General Electric Capital Corporation.*
 
 
12(a)
 
Computation of Ratio of Earnings to Fixed Charges.*
 
 
12(b)
 
Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.*
       
 
23
 
Consent of Independent Registered Public Accounting Firm.*
 
 
24
 
Power of Attorney.*
 
 
31(a)
 
Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
 
 
31(b)
 
Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
 
 
32
 
Certification Pursuant to 18 U.S.C. Section 1350.*
 
 
99(a)
 
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, 2014, (pages 26 through 192) and Exhibit 12(a) (Ratio of Earnings to Fixed Charges) and 12(b) (Ratio of Earnings to Fixed Charges and Preferred Stock Dividends) of General Electric Company.
 
  101
The following materials from General Electric Capital Corporation's Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language); (i) Statement of Earnings for the years ended December 31, 2014, 2013 and 2012, (ii) Statement of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012, (iii) Statement of Changes in Shareowners' Equity for the years ended December 31, 2014, 2013 and 2012, (iv) Statement of Financial Position at December 31, 2014 and 2013, (v) Statement of Cash Flows for the years ended December 31, 2014, 2013 and 2012, and (vi) the Notes to Consolidated Financial Statements.*
 
 
 
 
 
 
* Filed electronically herewith.
 
 GECC 2014 FORM 10-K    135

PART IV
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT
GENERAL ELECTRIC CAPITAL CORPORATION


CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS
                 
For the years ended December 31 (In millions)
2014
 
2013
 
2012
                 
Revenues
$
15,467
 
$
6,211
 
$
5,736
                 
Expenses
               
Interest
 
2,100
   
2,501
   
3,383
Operating and administrative
 
5,138
   
5,270
   
5,878
Provision for losses on financing receivables
 
274
   
216
   
40
Depreciation and amortization
 
158
   
150
   
242
       Total expenses
 
7,670
   
8,137
   
9,543
                 
Earnings (loss) before income taxes and equity in earnings of affiliates
 
7,797
   
(1,926)
   
(3,807)
Income tax benefit
 
2,416
   
3,828
   
1,723
Equity in earnings of affiliates
 
(2,979)
   
4,302
   
8,299
                 
Net earnings
 
7,234
   
6,204
   
6,215
Preferred stock dividends declared
 
(322)
   
(298)
   
(123)
Net earnings attributable to GECC common shareowner
 
6,912
   
5,906
   
6,092
                 
Net earnings
 
7,234
   
6,204
   
6,215
Dividends and other
 
(3,322)
   
(6,283)
   
(6,549)
Retained earnings at January 1
 
51,165
   
51,244
   
51,578
                 
Retained earnings at December 31
$
55,077
 
$
51,165
 
$
51,244
                 
See accompanying notes.
               
 GECC 2014 FORM 10-K    136

PART IV
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT – (CONTINUED)
GENERAL ELECTRIC CAPITAL CORPORATION

CONDENSED STATEMENT OF FINANCIAL POSITION
           
At December 31 (In millions, except share amounts)
2014
 
2013
           
Assets
         
Cash and equivalents
$
 12,300
 
$
17,878
Investment securities
 
 8,439
   
7,633
Financing receivables - net
 
 33,750
   
36,673
Investment in and advances to affiliates
 
 197,650
   
207,458
Property, plant and equipment - net
 
 757
   
834
Other assets(a)
 
 14,829
   
12,418
Total assets
$
 267,725
 
$
282,894
           
Liabilities and equity
         
Borrowings
$
172,074
 
$
191,938
Other liabilities
 
8,152
   
8,262
     Total liabilities
 
180,226
   
200,200
           
Preferred stock, $0.01 par value (750,000 shares authorized at
         
     December 31, 2014 and 2013 and 50,000 shares issued
 
 -
   
 -
         and outstanding at December 31, 2014 and 2013, respectively)
         
Common stock, $14 par value (4,166,000 shares authorized at
         
     December 31, 2014 and 2013 and 1,000 shares issued and
 
 -
   
 -
         outstanding at December 31, 2014 and 2013)
         
Accumulated other comprehensive income (loss) attributable to GECC(b)
         
     Investment securities
 
1,010
   
309
     Currency translation adjustments
 
(838)
   
(687)
     Cash flow hedges
 
(172)
   
(293)
     Benefit plans
 
(577)
   
(363)
Additional paid-in capital
 
32,999
   
32,563
Retained earnings
 
55,077
   
51,165
     Total shareowners' equity
 
87,499
   
82,694
Total liabilities and equity
$
267,725
 
$
282,894
           
(a)
Included deferred tax assets of $2,597 million at December 31, 2014.
(b)
The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and benefit plans constitutes "Accumulated other comprehensive income (loss)," and was $(577) million and $(1,034) million at December 31, 2014 and 2013, respectively.

See accompanying notes
 GECC 2014 FORM 10-K    137

PART IV
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT – (CONTINUED)
GENERAL ELECTRIC CAPITAL CORPORATION

CONDENSED STATEMENT OF CASH FLOWS
                 
For the years ended December 31 (In millions)
2014
 
2013
 
2012
                 
Cash from (used for) operating activities
$
 4,588
 
$
 3,402
 
$
 (1,519)
                 
Cash flows - investing activities
               
Increase in loans to customers
 
 (34,168)
   
 (39,396)
   
 (63,881)
Principal collections from customers - loans
 
 34,058
   
 42,341
   
 69,620
Investment in equipment for financing leases
 
 (988)
   
 (871)
   
 (1,012)
Principal collections from customers - financing leases
 
 1,085
   
 3,110
   
 1,883
Net change in credit card receivables
 
 69
   
 1
   
 1
Additions to property, plant and equipment
 
 (355)
   
 (275)
   
 (658)
Dispositions of property, plant and equipment
 
 589
   
 654
   
 979
Proceeds from principal business dispositions
 
 -
   
 -
   
 2,863
Decrease in investment in and advances to affiliates
 
 2,247
   
 24,076
   
 40,557
All other investing activities
 
 9,633
   
 (4,384)
   
 5,818
Cash from (used for) investing activities
 
 12,170
   
 25,256
   
 56,170
                 
Cash flows - financing activities
               
Net decrease in borrowings (maturities of 90 days or less)
 
 (6,113)
   
 (8,329)
   
 (1,722)
Newly issued debt
               
     Long-term (longer than one year)
 
 8,244
   
 20,689
   
 25,760
Repayments and other debt reductions:
               
     Short-term (91-365 days)
 
 (21,062)
   
 (32,871)
   
 (67,725)
     Long-term (longer than one year)
 
 -
   
 (1,785)
   
 (4,802)
     Non-recourse, leveraged leases
 
 (84)
   
 (83)
   
 (163)
Proceeds from issuance of preferred stock
 
 -
   
 990
   
 3,960
Dividends paid to shareowners
 
 (3,322)
   
 (6,283)
   
 (6,549)
All other financing
 
 1
   
 -
   
 -
Cash from (used for) financing activities
 
 (22,336)
   
 (27,672)
   
 (51,241)
                 
Increase (decrease) in cash and equivalents during the year
 
 (5,578)
   
 986
   
 3,410
Cash and equivalents at beginning of year
 
 17,878
   
 16,892
   
 13,482
Cash and equivalents at end of year
$
 12,300
 
$
 17,878
 
$
 16,892
                 
See accompanying notes
               
 GECC 2014 FORM 10-K    138

PART IV
 
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT – (CONCLUDED)
GENERAL ELECTRIC CAPITAL CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

Financial Statement Presentation

We have reclassified certain prior-year amounts to conform to the current year's presentation.

Borrowings

Borrowings at December 31, 2014 and 2013 included short-term borrowings of $52,218 and $54,409, respectively, and long-term borrowings of $119,856 and $137,529, respectively.  Total long-term borrowings at December 31, 2014 and 2013, are shown below.

 
2014
               
December 31 (Dollars in millions)
Average rate(a)
 
Maturities
 
2014
 
2013
                     
Senior unsecured notes
 
3.02
 
2016-2055
 
$
106,058
 
$
119,231
Subordinated notes(b)
 
3.36
 
2021-2037
   
4,804
   
4,804
Subordinated debentures(c)
 
5.88
 
2066-2067
   
7,085
   
7,462
Other
           
1,909
   
6,032
           
$
119,856
 
$
137,529
                     
(a)
Based on year-end balances and year-end local currency interest rates, including the effects from hedging.
(b)
Included $300 million of subordinated notes guaranteed by GE at December 31, 2014 and 2013.
(c)
Subordinated debentures receive rating agency equity credit.

At December 31, 2014, maturities of long-term borrowings during the next five years, including the current portion of long-term debt, are $24,721 million in 2015, $20,652 million in 2016, $17,175 million in 2017, $11,090 million in 2018 and $6,234 million in 2019.

Interest rate and currency risk is managed through the direct issuance of debt or use of derivatives. We mitigate interest rate and currency risk by seeking to ensure that the characteristics of the debt match the assets they are funding. We use a variety of instruments, including interest rate and currency swaps and currency forwards, to achieve our interest rate objectives.

Interest expense on the Condensed Statement of Current and Retained Earnings is presented net of interest income on loans and advances to majority owned affiliates of $3,488 million, $3,916 million and $5,647 million and interest expense on loans and advances from majority owned affiliates of $964 million, $1,348 million and $2,817 million for 2014, 2013 and 2012, respectively.

Income Taxes

General Electric Company files a consolidated U.S. federal income tax return that includes General Electric Capital Corporation. Income tax benefit (expense) includes our effect on the consolidated return.

Shareowners' Equity

During 2013, we issued 10,000 shares of non-cumulative perpetual preferred stock with a $0.01 par value for proceeds of $990 million. The preferred shares bear an initial fixed interest rate of 5.25% through June 15, 2023, bear a floating rate equal to three-month LIBOR plus 2.967% thereafter and are callable on June 15, 2023. Dividends on the GECC preferred stock are payable semi-annually, in June and December, with the first payment on this issuance made in December 2013.
 GECC 2014 FORM 10-K    139

PART IV
 
 
During 2014 and 2013, we paid preferred stock dividends of $322 million and $298 million, respectively. During 2014 and 2013, we paid quarterly dividends of $2,000 million and $1,930 million and special dividends of $1,000 million and $4,055 million to GE, respectively.
 GECC 2014 FORM 10-K    140

PART IV
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2014, to be signed on its behalf by the undersigned, and in the capacity indicated, thereunto duly authorized in the City of Norwalk and State of Connecticut on the 27 th day of February 2015.
General Electric Capital Corporation
 
 
By: /s/ Keith S. Sherin
 
Keith S. Sherin
Chief Executive Officer
 GECC 2014 FORM 10-K    141

PART IV
 
 
 
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 dates indicated.

Signature
 
Title
 
Date
 
 
 
 
         
/s/ Keith S. Sherin
 
Chief Executive Officer
 
February 27, 2015
 
Keith S. Sherin
 
(Principal Executive Officer)
     
 
 
 
         
/s/ Robert C. Green
 
Chief Financial Officer
 
February 27, 2015
 
Robert C. Green
 
(Principal Financial Officer)
     
 
 
 
         
/s/ Walter Ielusic
 
Senior Vice President and Controller
 
February 27, 2015
 
Walter Ielusic
 
(Principal Accounting Officer)
     
 
         
           
JEFFREY S. BORNSTEIN*
 
Director
     
BRACKETT B. DENNISTON III*
 
Director
     
THOMAS C. GENTILE*
 
Director
     
ROBERT C. GREEN*
 
Director
     
JEFFREY R. IMMELT*
 
Director
     
KEITH S. SHERIN*
 
Director
     
RYAN A. ZANIN*
 
Director
     
 
         
A MAJORITY OF THE BOARD OF DIRECTORS
     
 
 
 
         
*By:
/s/ Walter Ielusic
   
February 27, 2015
 
Walter Ielusic
Attorney-in-fact
     
 
 GECC 2014 FORM 10-K    142
EXECUTION VERSION
 
THIRTEENTH AMENDED AND RESTATED FISCAL AND
PAYING AGENCY AGREEMENT
 
Dated as of April 4, 2014
 

among

 

GENERAL ELECTRIC CAPITAL CORPORATION

GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)

GE CAPITAL EUROPEAN FUNDING

GE CAPITAL UK FUNDING

 

and

 

THE BANK OF NEW YORK MELLON

 

and

 

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

 

Programme for the Issuance of Euro Medium-Term Notes Due

9 Months or More from Date of Issue

 

 

 

 

 

 

 

Allen & Overy LLP

 

TABLE OF CONTENTS

 

    Page
1. Appointment of Agents 2
2. Notes Issuable in Series 2
3. Execution and Authentication of Notes; Date and Denomination of Notes 5
4. Exchange and Registration of Transfer of Notes 9
5. Payments of Principal, Premium and Interest; Paying Agents 11
6. Redemption; Repayment at the Option of the Holder 13
7. Mutilated, Destroyed, Stolen or Lost Notes 13
8. Additional Payments; Tax Redemption 14
9. Obligations of the Fiscal Agent 16
10. Maintenance and Resignation of Fiscal Agent 18
11. Paying Agency 19
12. Meetings of Holders of the Notes 20
13. Consent of Holders 22
14. Stamp Taxes 23
15. Modifications and Amendments 23
16. Accession of Additional Issuers 24
17. Notices to Parties 25
18. Notices to and by Holders of the Notes 26
19. Business Day 26
20. Central Bank Reporting Requirements 26
21. Governing Law 26
22. Consent to Service and waiver of jury trial 27
23. Counterparts 27
24. Inspection of Documents 27
25. Descriptive Headings 27
26. Provisions Binding on Successors 27
27. Official Acts by Successor Corporation 27
28. Severability 27
     
Appendices      
       
Appendix 1 New Global Note Provisions 30
Appendix 2 New Safekeeping Structure Provisions 31
Appendix 3 Terms and Conditions of the Notes 32
       
Exhibits      
       
Exhibit A Forms of Global and Definitive Notes, Coupons and Receipts A-1
  Part 1 Form of Registered Global Note A-1
  Part 2 Form of Permanent Bearer Global Note A-10
  Part 3 Form of Temporary Bearer Global Note A-19
  Part 4 Form of Definitive Bearer Note A-26
  Part 5 Form of Coupon A-31
  Part 6 Form of Receipt A-32
  Part 7 Form of Definitive Registered Note A-35
 
Exhibit B Certification of non-U.S. beneficial ownership for Temporary Bearer Global Notes B-1-1
Exhibit B-1 Form of Certificate to be given by an Account Holder of Euroclear or Clearstream, Luxembourg B-1-1
Exhibit B-2 Form of Certificate to be given by Euroclear or Clearstream, Luxembourg B-2-1
Exhibit C Certification of non-U.S. beneficial ownership for Permanent Bearer Global Notes C-1-1
Exhibit C-1 Form of Certificate to be given by an Account Holder of Euroclear and Clearstream, Luxembourg C-1-1
Exhibit C-2 Form of Certificate to be given by Euroclear and Clearstream, Luxembourg C-2-1
Exhibit D Form of Guarantee D-1-1
Exhibit D-1 Form of Senior Guarantee to be endorsed on Senior Notes D-1-1
Exhibit D-2 Form of Subordinated Guarantee to be endorsed on Subordinated Notes D-2-1
Exhibit E Form of Issuer Accession Letter E-1
 

THIRTEENTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT , dated as of April 4, 2014 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“ GE Capital ”), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia (“ GE Capital Australia Funding ”), GE CAPITAL EUROPEAN FUNDING (“ GECEF ”) and GE CAPITAL UK FUNDING (“ GECUKF ”, and together with GECEF, the “ Irish Issuers ” and each an “ Irish Issuer ”, each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2013) (GE Capital, GE Capital Australia Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 16 hereof, each an “ Issuer ” and collectively, the “ Issuers ”), THE BANK OF NEW YORK MELLON, as fiscal and principal paying agent, and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as initial registrar and transfer agent (such agreement, as further amended and supplemented from time to time, the “ Agreement ”).

 

Pursuant to the Fifteenth Amended and Restated Distribution Agreement, dated April 4, 2014, among the Issuers (including GE Capital in its capacity as guarantor (the “ Guarantor ”) of Notes issued by an Issuer other than GE Capital) and the dealers named therein (the “ Dealers ”) (as further amended from time to time, the “ Distribution Agreement ”), each Issuer has agreed to issue from time to time its Euro Medium-Term Notes having maturities from 9 months or more from date of issue (the “ Notes ”). The Notes will be subject to the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting the Series (as defined below), the terms and conditions being in or substantially in the form set out in Appendix 3 hereto or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the Issuer, the Fiscal Agent (as defined below) and the relevant dealer as completed by the applicable Final Terms (as defined below) (the “ Conditions ”). The Guarantor has agreed to guarantee Notes issued on a senior basis by each Issuer other than GE Capital in the form of the guarantee attached hereto as Exhibit D-1 (the “ Senior Guarantee ”) and Notes issued on a subordinated basis by each Issuer other than GE Capital in the form of the guarantee attached hereto as Exhibit D-2 (the “ Subordinated Guarantee ”) (each, a “ Guarantee ” and, together, the “ Guarantees ”). Administrative procedures, which have been agreed to by the Issuers (including GE Capital in its capacity as Guarantor) and the Dealers as of the date hereof, are set out in an Administrative Procedures Memorandum dated on or around the date hereof (such procedures, as amended from time to time pursuant to the Distribution Agreement, are hereinafter referred to as the “ Administrative Procedures ”).

 

Pursuant to this Agreement, the Twelfth Amended and Restated Fiscal and Paying Agency Agreement dated April 5, 2013 (the “ Prior Agency Agreement ”) shall be amended and restated on the terms of this Agreement. Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement, but this shall not affect any Notes issued prior to the date of this Agreement. Subject to such amendment and restatement, the Prior Agency Agreement shall continue in full force and effect.

 

Words and expressions defined in the terms and conditions set out in Appendix 3 hereto as completed by the applicable Final Terms shall have the same meanings where used in this Agreement unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the terms and conditions set out in Appendix 3 hereto and the applicable Final Terms, the applicable Final Terms will prevail. References to “ applicable Final Terms ” shall, for the purposes of this Agreement and so far as the context permits, include any applicable pricing supplement for the issuance of Notes for which no prospectus is required to be published under Directive 2003/71/EC as amended, which includes the amendments made by Directive 2010/73/EU to the extent that such

1

amendments have been implemented in a relevant Member State of the European Economic Area, setting out the particular contractual terms applicable to, and other prescribed information in respect of, that tranche of Notes.

 

1. Appointment of Agents.

 

Each Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) hereby appoints The Bank of New York Mellon, acting through its London Branch located at One Canada Square, London E14 5AL, as the fiscal agent and as the principal paying agent (in such capacities and including any successor fiscal and paying agent appointed hereunder, the “ Fiscal Agent ”, and, together with any other paying agents appointed by the relevant Issuer and the Guarantor, the “ Paying Agents ”), in respect of the Notes, upon the terms and subject to the conditions stated herein and in the Conditions and the Notes. The Fiscal Agent hereby accepts such appointment and agrees, upon such terms and subject to such conditions, to perform its obligations under this Agreement, the Conditions, the Notes and the Administrative Procedures. In addition, unless otherwise agreed by the parties hereto, the Fiscal Agent agrees to appoint its local branch or affiliate located in the jurisdiction of the country where any Notes are listed from time to time as an additional paying agent, to the extent required by the rules and regulations of the applicable exchange and to the extent the Fiscal Agent has a branch or affiliate located in such jurisdiction.

 

2. Notes Issuable in Series.

 

(a) Each Issuer may issue Notes hereunder in one or more series of Notes, each series (a “ Series ”) having identical terms but for authentication date, effectuation date (in the case of an NGN or Registered Note issued under the NSS, each as defined below) and public offering price; provided that a Series of Notes may not comprise Notes in bearer form (“ Bearer Notes ”) and Notes in registered form (“ Registered Notes ”). Each such Series may contain one or more tranches of Notes, each such tranche (a “ Tranche ”) having identical terms, including authentication date and public offering price; provided that a Tranche of Notes may not comprise both Bearer Notes and Registered Notes.

 

(b) Notes issued hereunder shall be issued pursuant to authority granted by the Board of Directors of the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) or any duly authorized committee thereof and shall be substantially in the form set out in Exhibit A hereto.

 

(c) Prior to the issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) shall advise the Fiscal Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal Agent and shall hereinafter be referred to as a “ Corporate Order ”):

 

(1) the title of the Series (which shall distinguish the Notes of such Series from all other Notes);

 

(2) any limit upon the aggregate principal amount of the Notes of such Series which may be authenticated and effectuated (as applicable) and delivered under this Agreement (except

2

for Notes authenticated and effectuated (as applicable) and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 3, 4, 6 and 7);

 

(3) the date or dates on which the principal of and premium, if any, on the Notes of the Series are payable;

 

(4) the rate or rates, or the method of determination thereof, at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of any Registered Note, if other than as set forth in Section 3, the record dates for the determination of holders to whom interest is payable;

 

(5) the place or places where the principal of, and premium, if any, and interest on Notes of the Series shall be payable;

 

(6) the currency or composite currency in which the Notes of such Series are denominated (the “ Specified Currency ”);

 

(7) the price or prices at which, the period or periods within which and the terms and conditions upon which the Notes of such Series may be redeemed, in whole or in part, at the option of the relevant Issuer;

 

(8) the obligation, if any, of the relevant Issuer or the Guarantor as the case may be, to redeem, purchase or repay the Notes of such Series pursuant to any right to do so contained in the Notes or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Notes of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

 

(9) the denominations in which the Notes of such Series shall be issuable, in all cases subject to compliance with all applicable laws and regulations;

 

(10) if other than the principal amount thereof, the portion of the principal amount of the Notes of such Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Condition 10 (“ Events of Default ”);

 

(11) if other than as provided in Sections 3, 4 and 5 hereof, whether the Notes of such Series will be issuable as Registered Notes or Bearer Notes (with or without coupons and receipts), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Bearer Notes or the payment of interest thereon and the terms upon which Bearer Notes of any Series may be exchanged for Registered Notes of such Series, except that the Notes of such Series shall not be issuable as Bearer Notes unless such issuance is (i) permitted under U.S. federal income tax law at the time of issuance without adverse consequences to the relevant Issuer or the Guarantor and (ii) conducted in accordance with the requirements of U.S. federal income tax law in effect at the time of such issuance;

 

(12) if Bearer Notes are to be issued in temporary bearer global form (“ Temporary Bearer Global Notes ”) or permanent bearer global form (“ Permanent Bearer Global Notes ” and, together with Temporary Bearer Global Notes, “ Bearer Global Notes ”), whether such Notes

3

are intended to be issued in new global note (“ NGN ”) form or classic global note (“ CGN ”) form and whether a NGN is intended to be held in a manner which would allow Eurosystem eligibility (a “ Eurosystem-eligible NGN ”);

 

(13) if Registered Notes are to be issued in global form (“ Registered Global Notes ”), whether the Global Note to be issued is intended to be issued under the new safekeeping structure (the “ NSS ”) or under the classic safekeeping structure (“ CSS ”) and whether a Global Note issued under the NSS is intended to be held in a manner which would allow Eurosystem eligibility (a “ Eurosystem-eligible NSS ”);

 

(14) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series;

 

(15) the stock exchange, competent authority and/or market, if any, on or by which the Notes will be listed and/or admitted to trading and related information;

 

(16) any applicable restrictions on the transfer of any of the Notes of such Series;

 

(17) whether Notes of such Series and/or the related Guarantee, if any, are senior or subordinated and, if such Notes and/or Guarantee are subordinated, the terms of such subordination; and

 

(18) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Agreement).

 

All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes, coupons and receipts, if any, appertaining thereto shall be in substantially the form set out in Exhibit A hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and the Conditions, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement or the Conditions or as may be required to comply with the directions of Euroclear Bank SA/NV (“ Euroclear ”), Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ”) or any other clearance system specified for a particular Tranche or Series of Notes, or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading or to conform to usage.

 

(d) The Issuer may issue Notes from time to time having terms identical to a prior Tranche of Notes but for the original issue date and the public offering price (“ Additional Notes ”). Additional Notes may be issued following the receipt by the Fiscal Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3.

 

(e) Notwithstanding anything in this Section 2 to the contrary, Notes may not be issued in the form of Bearer Notes unless such issuance is (i) permitted under U.S. federal income tax law

4

at the time of issuance without adverse consequences to the relevant Issuer or the Guarantor and (ii) conducted in accordance with the requirements of U.S. federal income tax law in effect at the time of such issuance.

 

3. Execution and Authentication of Notes; Date and Denomination of Notes

 

(a) Execution, delivery and safekeeping of Notes . The Notes and, if applicable, coupons and receipts appertaining thereto substantially in the form set out in Exhibit A hereto shall each be executed (i) in the case of Notes issued by GE Capital, by any one of GE Capital’s Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact of GE Capital or (ii) in the case of Notes issued by an Issuer other than GE Capital, by a duly authorized officer of such Issuer or a duly authorized attorney-in-fact of such Issuer (each an “ Issuer Authorized Representative ”). Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Notes or the coupons. Each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the relevant Issuer attested by the Secretary or any Assistant Secretary of such Issuer. In case any authorized officer of such Issuer or attorney-in-fact who shall have signed any Note or coupon shall cease to hold such office or be such attorney-in-fact before the Note so signed (or the Note to which the coupon so signed is attached) shall be authenticated and delivered by the Fiscal Agent or disposed of by such Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note or coupon had not ceased to hold such office or be such attorney-in-fact; and any Note or coupon may be signed on behalf of such Issuer by any person who, as at the actual date of the execution of such Note or coupon, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

 

The relevant Issuer will furnish the Fiscal Agent with an adequate supply of Notes, which will be blank as to certain terms of such Notes, having attached thereto appropriate coupons, if any, in the form attached at Exhibit A hereto, bearing consecutive control numbers. Such blank Notes shall have been executed by an Issuer Authorized Representative and attested by the Secretary or an Assistant Secretary of such Issuer in accordance with this Section 3. The Fiscal Agent or its designated agent will hold such blank Notes in safekeeping in accordance with its customary practice. Only upon notice from the Company of the applicable Final Terms for an issuance of Notes in accordance with this Agreement and the Administrative Procedures, the Fiscal Agent shall, in accordance with the Administrative Procedures, append the applicable Final Terms to such blank Note, authenticate and issue such Notes in the order of the control numbers imprinted thereon. Once such Notes have been executed, authenticated and effectuated in accordance with this Agreement and the Administrative Procedures, the presence of blanks or placeholders in the Notes alone shall not affect the validity of such Notes. The Fiscal Agent will permit the relevant Issuer and its agents, at all reasonable times and upon reasonable notice, to examine the Notes and all books, records and other materials and information of the Fiscal Agent relating thereto.

 

(b) Execution of Guarantee . The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise

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reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

 

(c) Authentication of Temporary Bearer Global Notes . Unless otherwise specified in the applicable Corporate Order or by the relevant Dealer or Dealers, each Tranche of Bearer Notes, including any Tranche of Additional Notes issued prior to the Exchange Date for a prior Tranche of Bearer Notes of the same Series, shall initially be issued in the form of a single Temporary Bearer Global Note. The Temporary Bearer Global Notes shall be authenticated by the Fiscal Agent or by a duly authorized officer or attorney-in-fact of the Fiscal Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with a common depositary (the “ Common Depositary ”) (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (the “ Common Safekeeper ”) (if the Temporary Bearer Global Note is a NGN) for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearance system (in the case of a CGN). In the case of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same. The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes (if the Temporary Bearer Global Note is an NGN) and credit the respective securities clearance accounts of the relevant Dealers (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system.

 

Exchange Date ” for any Series of Notes shall mean the first Business Day that is at least 40 days after the issue date of such Series; provided that in the event a Tranche of Additional Notes of the same Series is issued prior to the Exchange Date of a prior Tranche of such Series (as such Exchange Date may have been extended pursuant to this sentence), such Exchange Date shall be extended (or further extended, as the case may be) to a date not earlier than 40 days after the issue date of such subsequent Tranche; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. No such exchange will be made on a day that is not a London Business Day, but shall instead be made on the next succeeding day that is a London Business Day. For the purposes of this Section 3(c) “ London Business Day ” means a day upon which banks are generally open for business (including dealings in foreign currency) in London, England.

 

(d) Exchange of Temporary Bearer Global Notes; certification requirements. On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such Temporary Bearer Global Notes shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, in accordance with the rules of the relevant clearance system, certification of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-1 or such other form as is then required by U.S. federal income tax law in effect at such time. On or after the Exchange Date for any Series of Notes, upon the request of the Common

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Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a “ Common Service Provider ”) (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or such other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal Agent shall authenticate a Permanent Bearer Global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the Temporary Bearer Global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-2 or such other form as is then required by U.S. federal income tax law in effect at such time. Such Permanent Bearer Global Note, if any, shall be authenticated by the Fiscal Agent or by a duly authorized officer or attorney-in-fact of the Fiscal Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary (if the Permanent Bearer Global Note is a CGN) or the Common Safekeeper (if the Permanent Bearer Global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or such other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, the Fiscal Agent shall instruct the Common Safekeeper to effectuate the same.

 

Upon any such exchange of all or a portion of a Temporary Bearer Global Note for a Permanent Bearer Global Note or definitive Notes, the Fiscal Agent shall (i) in the case of a Permanent Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any Global Note which is a CGN, procure that the relevant Global Note be endorsed by the Fiscal Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Permanent Bearer Global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

 

(e) Delivery of authenticated Global Note by electronic means . Where the Fiscal Agent delivers any authenticated Global Note which is either an NGN or a Registered Global Note issued under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy such Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated.

 

(f) Exchange of Permanent Bearer Global Note; certification requirements . Holders of Notes desiring to exchange their interests in any Permanent Bearer Global Note for definitive Bearer Notes or (if the relevant Corporate Order so allows) for definitive Registered Notes instruct Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, to request such exchange on their behalf and shall deliver to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit C-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or such other clearance system, the Fiscal Agent and each other paying agent of the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor). Upon the request of the Common Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg and/or such other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal Agent shall, upon 30 days’ written notice, authenticate and deliver outside the United States and outside the jurisdiction of incorporation or organization of the relevant Issuer (except in compliance with the securities and other laws and regulations of such

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jurisdiction, including any applicable laws and regulations of any political subdivision thereof) to or for the account of such holders, definitive Notes in an aggregate principal amount equal to the aggregate principal amount of such Permanent Bearer Global Note, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or such other clearance system, acting on behalf of such owners, to the Fiscal Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit C-2 hereto. All expenses incurred as a result of any such exchange shall be paid by the relevant Issuer (or, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor). Notwithstanding anything to the contrary contained in this Section 3(f), the Fiscal Agent shall not be required to exchange the entire aggregate principal amount of a Permanent Bearer Global Note for definitive Bearer Notes in the event holders of less than the entire aggregate principal amount of the Permanent Bearer Global Note have requested definitive Bearer Notes, but only to the extent that the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the Permanent Bearer Global Note to be so exchanged.

 

Each Permanent Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as definitive Notes authenticated and delivered hereunder.

 

Any certification referred to in Sections 3(d) or (e) above which is delivered to the Fiscal Agent by Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, may be relied upon by the Fiscal Agent as conclusive evidence that the corresponding certification or certifications of the holder or holders have been delivered to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, pursuant to the terms of this Agreement and the terms of the Notes.

 

(g) Authentication of Registered Notes . If so specified in the applicable Corporate Order, Notes of any Series may be issued in fully registered form. Such Corporate Order will specify whether Registered Notes of such Series may be issued in exchange for Bearer Notes of such Series and whether the Notes of such Series may initially be issued in permanent global or definitive form. In the case of Registered Global Notes, (i) if the Registered Global Note is intended to be issued under the CSS, it shall be registered in the name of a nominee for and deposited with the Common Depositary for the accounts of Euroclear, Clearstream, Luxembourg, and/or another recognized clearance system, or (ii) if the Registered Global Note is intended to be issued under the NSS, it shall be registered in the name of a nominee of the Common Safekeeper for Euroclear and Clearstream, Luxembourg, in each case for credit to the respective securities clearance accounts of the relevant Dealer or Dealers (or to such other accounts as it or they may have directed) maintained with Euroclear, Clearstream, Luxembourg, another clearance system as is specified in the applicable Corporate Order. Unless otherwise specified in the applicable Corporate Order or by the relevant Dealer or Dealers, each Tranche of Registered Global Notes, shall initially be issued in the form of a single Registered Global Note. The Registered Global Note shall be authenticated by the Fiscal Agent or by a duly authorized officer or attorney-in-fact of the Fiscal Agent, upon the same conditions, in substantially the same manner and with the same effect as any definitive Registered Notes, and shall be registered in the name of a nominee for, and deposited with the Common Depository (if the Registered Global Note is issued under the CSS) or the Common Safekeeper (if the Registered Global Note is issued under the NSS) for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearance system (in the case of a CSS). If the Registered Global Note is intended to be held under the NSS, the Fiscal Agent will instruct the Common Safekeeper to effectuate the same.

 

(h) Determination of end of Distribution Compliance Period . In the case of a Tranche in respect of which there is only one Dealer, the Fiscal Agent will determine the end of the

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Distribution Compliance Period (as defined below) in respect of the Tranche as being the fortieth day following the date determined and certified by the relevant Dealer to the Fiscal Agent as being the date on which distribution of the Notes of that Tranche was completed.

 

In the case of a Tranche in respect of which there is more than one Dealer but which is not issued on a syndicated basis, the Fiscal Agent will determine the end of the Distribution Compliance Period in respect of the Tranche as being the fortieth day following the last of the dates determined and certified by all the relevant Dealers to the Fiscal Agent as being the respective dates on which distribution of the Notes of that Tranche purchased by each Dealer was completed.

 

In the case of a Tranche issued on a syndicated basis, the Fiscal Agent will determine the end of the Distribution Compliance Period in respect of the Tranche as being the fortieth day following the date determined and certified by the lead manager to the Fiscal Agent as being the date on which distribution of the Notes of that Tranche was completed.

 

Immediately after it determines the end of the Distribution Compliance Period in respect of any Tranche, the Fiscal Agent shall notify the determination to the Issuer, Euroclear, Clearstream, Luxembourg and the relevant Dealer or lead manager, as the case may be.

 

Distribution Compliance Period ” has the meaning given to that term in Regulation S under the Securities Act.

 

4. Exchange and Registration of Transfer of Notes.

 

(a) Exchange of Registered Notes . Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes.

 

If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations of like tenor and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest.

 

Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer (and the Guarantor, in the case of Notes issued by an Issuer other than GE Capital) for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall (in the case of Notes issued by an Issuer other than GE Capital) cause the relevant Guarantee to be endorsed thereon and the Fiscal Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. Each person designated by the relevant Issuer as a person authorized to register and

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register transfer of the Notes is sometimes herein referred to as a “ Registrar ”. In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

 

(b) Transfers of Registered Notes . Each Registrar shall keep, at each such office or agency outside of the United Kingdom, a register for each Series of Notes (for which it has been appointed Registrar) issuable in registered form (the registers of all Registrars being herein sometimes collectively referred to as the “ Register ”) in which, subject to such reasonable regulations as it may prescribe, the Registrar shall register Registered Notes and shall register the transfer of Registered Notes as herein provided. The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Register shall be open for inspection by the relevant Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital), the Fiscal Agent and any Registrar. Upon due presentment for registration of transfer of any Registered Note of any Series at any designated office or agency, such Issuer shall execute, the Guarantor shall (in the case of Notes issued by an Issuer other than GE Capital) cause the relevant Guarantee to be endorsed thereon, the Registrar shall register and the Fiscal Agent shall authenticate and deliver in the name of the transferee or transferees a new Registered Note or Registered Notes of the same Series for an equal aggregate principal amount. Registration or registration of transfer of any Registered Note by any Registrar in the Register maintained by such Registrar, and delivery of such Registered Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Registered Note.

 

All Registered Notes presented for registration of transfer or for exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and the Registrar duly executed by the holder or his attorney duly authorized in writing and (ii) be accompanied by a duly completed Form W-8BEN, W-8IMY or other applicable form required by the United States Internal Revenue Code of 1986, as amended, of the transferee.

 

If so specified in the applicable Corporate Order, the transfer of some or all of the Registered Notes of any Series may be subject to the restrictions set forth therein. If so specified in such Corporate Order, the Registrar for such Notes shall not register the transfer of any such Notes absent compliance with such restrictions.

 

(c) Exchange and transfer of Bearer Notes . Bearer Notes in definitive form of any Series will be exchangeable for Bearer Notes in definitive form of the same Series in other authorized denominations, in an equal aggregate principal amount. Bearer Notes to be so exchanged shall be surrendered, at the option of the holders thereof, at the office of any Paying Agent appointed by the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) to perform such service in accordance with the provisions of Section 5, and such Issuer shall execute, the Guarantor shall (in the case of Notes issued by an Issuer other than GE Capital) cause the relevant Guarantee to be endorsed thereon and such Paying Agent shall authenticate and deliver in exchange therefor the Bearer Note or Notes which the Noteholder making the exchange shall be entitled to receive. Bearer Notes and any coupons appertaining thereto will be transferable by delivery.

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(d) Repository of master list of holders of Registered Notes . The relevant Issuer will at all times designate one person (who may be such Issuer and who need not be the Registrar of any Series) to act as repository of a master list of names and addresses of the holders of the Registered Notes. The Bank of New York Mellon (Luxembourg) S.A. shall act as such repository unless and until some other person is, by written notice from such Issuer to The Bank of New York Mellon (Luxembourg) S.A., copied to the Fiscal Agent and each Registrar, designated by such Issuer to act as such. Such Issuer shall cause each Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable. For so long as any Registered Global Note is held under the NSS, a nominee for the Common Safekeeper for Euroclear and Clearstream, Luxembourg shall be the registered holder of such Notes and the Registered Global Note representing such Notes shall include a legend to the foregoing effect.

 

5. Payments of Principal, Premium and Interest; Paying Agents.

 

(a) Payment generally . In order to provide for the payment of the principal of, premium and interest on each Series of Notes as the same shall become due and payable on any payment date, the relevant Issuer hereby agrees to pay to the Fiscal Agent at the place and in the manner specified below or to such account or at such offices of any paying agent outside of the United States and, in the case of Notes issued by an Issuer other than GE Capital, outside the jurisdiction of incorporation or organization of the relevant Issuer, as the Fiscal Agent shall specify in writing to such Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor), such writing to be delivered not less than five calendar days prior to the payment date, in such currency or currency units as shall be required to make the payment due on such payment date, on each interest payment date and on the maturity date of such Series of Notes or any date fixed for redemption or acceleration of such Series of Notes (in each case determined in accordance with the terms of such Notes), in immediately available funds available on such interest payment, maturity, redemption or acceleration date, as the case may be, in an aggregate amount which (together with any funds then held by the Fiscal Agent and available for the purpose) shall be sufficient to pay the entire amount of the principal of, premium and interest on such Series of Notes (including Additional Amounts (as defined below), if any, becoming due on such interest payment, maturity, redemption or acceleration date), and the Fiscal Agent shall hold such amount in trust and apply it to the payment of any such principal, premium or interest on such interest payment, maturity, redemption or acceleration date. Nothing contained herein shall be construed to require the Fiscal Agent or any other paying agent to make any payment to the holder of a Note until funds have been received from the relevant Issuer pursuant to this Section 5.

 

The relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) hereby covenants with the Fiscal Agent that it will use its reasonable best efforts to provide the Fiscal Agent with information necessary to enable the Fiscal Agent to determine whether or not any withholding or deduction from or in respect of any payments made by the relevant Issuer (or, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) or the Fiscal Agent pursuant to this Agreement is required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, or any regulations or agreements thereunder or official interpretations thereof.

 

Notwithstanding any other provision of this Agreement, the Fiscal Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or

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any law implementing an intergovernmental approach thereto or by virtue of the relevant holder of Notes failing to satisfy any certification or other requirements in respect of the Notes, in which event the Fiscal Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted.

 

(b) Payments on Temporary Bearer Global Notes; certification requirements . Upon the request of the Common Depositary (in the case of a CGN) or the Common Service Provider (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or such other clearance system, acting in turn on behalf of holders of Notes, the Fiscal Agent shall make payments of interest to the holders of interests in Temporary Bearer Global Notes, but only upon delivery by Euroclear, Clearstream, Luxembourg, or such other clearance system, acting on behalf of such owners, to the Fiscal Agent or its duly authorized attorney-in-fact of a certificate or certificates of non-U.S. beneficial ownership substantially similar to the form set forth in Exhibit B-2 or such other form as is then required by U.S. federal income tax law in effect at such time.

 

(c) Place of payment . As long as any Registered Notes remain outstanding hereunder, the relevant Issuer will designate and maintain in London, England an office or agency where such Registered Notes may be presented for payment, and where such Notes may be presented for registration of transfer and for exchange as provided in this Agreement and, for so long as any Registered Notes are listed and/or admitted to trading on or by any stock exchange, competent authority and or market there will at all times be an office or agency for such purposes with a specified office in each location required by the rules and regulations of the relevant stock exchange(s), competent authority(ies) and/or market(s), provided always that the Register for such Registered Notes shall be maintained outside of the United Kingdom.

 

The relevant Issuer may from time to time designate one or more additional offices or agencies where Notes and any coupons appertaining thereto may be presented for payment, where Notes may be presented for exchange as provided in this Agreement and the Conditions and where Registered Notes may be presented for registration of transfer as in this Agreement provided, and such Issuer may from time to time rescind any such designation, as such Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve such Issuer of its obligation to maintain the agencies provided for in this Section 5. Such Issuer will give to the Fiscal Agent prompt written notice of any such designation or rescission thereof.

 

The relevant Issuer will give to the Fiscal Agent written notice of the location of each such office or agency and of any change of location thereof. In case such Issuer shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Fiscal Agent in London, England.

 

The relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) hereby initially designates the offices of The Bank of New York Mellon (Luxembourg) S.A. as the office or agency where Registered Notes may be presented for payment, for registration of transfer and for exchange as in this Agreement provided. Such office of The Bank of New York Mellon (Luxembourg) S.A. is also designated as repository pursuant to Section 4 for the master list of the names and addresses of the holders of Registered Notes.

 

(d) Payments by the Guarantor . If the relevant Issuer shall fail to provide for the amounts payable on any Notes issued by an Issuer other than GE Capital, or coupons appertaining thereto,

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if any, the Guarantor shall, subject to its right to avail itself of defenses under all relevant laws for the prescription of actions in respect of such Notes and coupons appertaining thereto, forthwith upon receipt of notice of such failure from the Fiscal Agent (who shall give such notice forthwith upon such failure) deliver or cause to be delivered to the Fiscal Agent the amount thereof (to the extent that the same has not then been delivered by the relevant Issuer), which amount shall be held and applied in payment of such amounts by the Fiscal Agent and Paying Agent in all respects as if received from the relevant Issuer under this Agreement.

 

(e) Taxes; foreign exchange clearance . The Fiscal Agent hereby agrees to use its best efforts to obtain, prior to any payment date on the Notes, any tax or foreign exchange clearance or other authorization required under the laws of the United States or of the country of incorporation or organization of the relevant Issuer (in the case of Notes issued by an Issuer other than GE Capital) or any political subdivision thereof or therein or any applicable foreign country or other authority with respect to the payment to be made on the Notes on such date.

 

6. Redemption; Repayment at the Option of the Holder.

 

(a) Notes may be redeemable or subject to repayment at the option of the relevant Issuer or the holders of the Notes before their maturity, in accordance with the Conditions.

 

(b) In respect of such Notes, any notice of redemption or notice of the exercise of a repayment option by the holders of the Notes shall be published in accordance with Condition 14 (“ Notices ”). The Fiscal Agent shall promptly furnish to each other Paying Agent a copy of any notice of redemption so published. In the case of any notice relating to the repayment of Notes at the option of the holders of the Notes, the Fiscal Agent shall promptly furnish to each other Paying Agent, the relevant Issuer and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor a copy of any such notice.

 

(c) On or prior to the redemption date specified in the notice of redemption given as provided in Condition 7.3 (“ Redemption and Purchase – Redemption at the option of the Issuer (Issuer Call) ”) and this Section 6, the relevant Issuer will deposit with the Fiscal Agent or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Notes or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Notes of a Series are to be redeemed, the relevant Issuer will give the Fiscal Agent notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Notes of such Series to be redeemed and the Fiscal Agent shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Notes or portions thereof to be redeemed. Notes of a Series may be redeemed in part only in multiples of the smallest authorized denomination of that Series.

 

Upon presentation of any Note redeemed in part only, the relevant Issuer shall execute and the Fiscal Agent shall authenticate and deliver to the holder thereof, at the expense of such Issuer, a new Note or Notes of the same Series, of authorized denominations, together with all unmatured coupons, if any, appertaining thereto, in aggregate principal amount equal to the unredeemed portion of the Note so presented.

 

7. Mutilated, Destroyed, Stolen or Lost Notes.

 

(a) The Fiscal Agent is hereby authorized to authenticate (and instruct the Common

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Safekeeper to effectuate any Eurosystem-eligible NGN) and deliver from time to time Notes of any Series, with all unmatured coupons attached, in exchange for or in lieu of Notes of such Series which become mutilated, defaced, destroyed, stolen or lost or Notes of such Series to which mutilated, defaced, destroyed, stolen or lost coupons appertain. In every case the applicant for a substituted Note of such Series or coupon appertaining thereto shall furnish to the relevant Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and to the Fiscal Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to such Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and to the Fiscal Agent evidence to their satisfaction of the destruction, loss or theft of such Note or coupon and of the ownership thereof. Each Note authenticated, effectuated (as applicable) and delivered in exchange for or in lieu of any such Note shall carry all the rights to interest accrued and unpaid and to accrue which were carried by such Note and shall have attached thereto coupons such that neither gain nor loss in interest shall result from such exchange or substitution.

 

Upon the issuance of any substituted Note or coupon, the relevant Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note or coupon which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the relevant Issuer may, instead of issuing a substituted Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note or coupon) if the applicant for such payment shall furnish to such Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and to the Fiscal Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to such Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and the Fiscal Agent of the destruction, loss or theft of such Note or coupon and the ownership thereof.

 

(b) All Notes and coupons surrendered for payment, redemption, repayment, exchange or registration of transfer shall be delivered to, or to the order of, the Fiscal Agent for cancellation. The Fiscal Agent shall cancel and destroy, or procure the cancellation and destruction of, all such Notes and coupons and shall deliver a certificate of destruction to the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor). In the case of any Global Note initially issued in temporary global form, which shall be destroyed by the Fiscal Agent upon exchange in full, the certificate of destruction shall state that a certification in the form required pursuant to the terms of such Global Note was received with respect to each portion thereof exchanged for an interest in a Note in permanent global form or in definitive form. The Fiscal Agent is authorized by the relevant Issuer and instructed to, in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect any such cancellation, as the case may be.

 

8. Additional Payments; Tax Redemption.

 

The Notes will be subject to payments of Additional Amounts and Tax Redemption, in each case as set out in the Conditions.

 

(a) Other Additional Amounts . In the case of Notes issued by an Additional Issuer acceding to this Agreement pursuant to Section 16 hereof, all payments of principal and interest in respect of Notes issued by such Issuer and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or

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governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction of organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, such Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantees) shall pay such additional amounts (the “ Other Additional Amounts ”) as may be necessary in order that the net amounts received by the beneficial owners of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Other Additional Amounts shall be payable with respect to any Note or coupon if so provided in the form of Notes (substantially in the form set out at Exhibit A hereto) or otherwise provided in such applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof; provided, however, that the form of Notes (substantially in the form set out at Exhibit A hereto) or the applicable Corporate Order under which a Series of Notes is issued by an Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions, as necessary to conform such Issuer’s obligation to pay additional amounts on such Notes to applicable laws, rules or regulations of the country of incorporation or organization of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

 

(b) Tax Redemption: Notes Issued by Additional Issuers . All Notes of the same Series issued by an Additional Issuer acceding to this Agreement pursuant to Section 16hereof may be redeemed, at the option of such Issuer, in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described under Condition 7.2 (“ Redemption and Purchase – Tax Redemption ”) hereof, if such Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction of such Issuer’s organization or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which an Agent acting as principal agreed to purchase such Tranche of Notes, such Issuer or the Guarantor, as the case may be, has or will become obligated to pay Other Additional Amounts with respect to the Notes as described under Section 8(a) hereof. The redemption price (except as otherwise specified herein or in the applicable Final Terms) shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Original Issue Discount Notes, at 100% of the portion of the face amount thereof that has accreted (at the Accrual Yield specified in the applicable Final Terms on a 30/360 basis) on a straight-line basis to the date of redemption, or in the case of Notes issued at a premium, at 100% of the issue price less the amount of the premium amortized (at the Amortization Rate specified in the applicable Final Terms on a 30/360 basis) on a straight-line basis to the date of redemption. Prior to the giving of any notice of redemption pursuant to this Section 8(b), such Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that such Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of such Issuer to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which such Issuer or the

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Guarantor, as the case may be, would be obligated to pay such Other Additional Amounts if a payment in respect of such Notes were then due; provided, however, that the form of Notes (substantially in the form set out at Exhibit A hereto) or the applicable Corporate Order under which a Series of Notes is issued by such Additional Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these provisions, as necessary to conform such Issuer’s right to redeem the Notes to applicable laws, rules or regulations of the country or organization of such Issuer or any political subdivisions thereof or any authority or agency therein or thereof having power to tax, or to comply with any official position regarding the application or interpretation of such laws, rules or regulations, including any guidance from an official source.

 

9. Obligations of the Fiscal Agent. The Fiscal Agent accepts its obligations set forth herein, in the Notes and in the Conditions upon the terms and conditions hereof and thereof, including the following, to all of which each Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) agrees and to all of which the rights of the holders of the Notes of each Series from time to time shall be subject:

 

(a) The Fiscal Agent shall be entitled to the compensation to be agreed upon with the relevant Issuer (and the Guarantor, in the case of Notes issued by an Issuer other than GE Capital) for all services rendered by it, and such Issuer and the Guarantor agree promptly to pay such compensation and to reimburse the Fiscal Agent for its reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The relevant Issuer (and the Guarantor, in the case of Notes issued by an Issuer other than GE Capital) also agree to indemnify the Fiscal Agent and each Paying Agent of such Issuer and the Guarantor for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with their acting as Fiscal Agent or Paying Agent of such Issuer and the Guarantor hereunder. The obligations of such Issuer and the Guarantor under this Section 9(a) shall survive the payment of the Notes and the resignation or removal of the Fiscal Agent and each Paying Agent of such Issuer and the Guarantor, as the case may be.

 

(b) In acting under this Agreement and the Conditions and in connection with the Notes, the Fiscal Agent and each Paying Agent of the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) is acting solely as agent of such Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) and does not assume any obligation towards or relationship of agency or trust for or with any of the beneficial owners or holders of the Notes except that all funds held by the Fiscal Agent or any other Paying Agent of such Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) for the payment of principal, of premium and of interest on (and Additional Amounts, if any, with respect to) the Notes shall be held in trust by them and applied as set forth herein and in the Conditions, but need not be segregated from other funds held by them, except as required by law; provided that if moneys paid by the relevant Issuer or the Guarantor, as the case may be, to the Fiscal Agent or any other Paying Agent of such Issuer or the Guarantor, as the case may be for the payment of the principal of, premium and interest on (and Additional Amounts, if any, with respect to) any of the Notes remain unclaimed at the end of three years after the date on which such principal, premium or interest (or Additional Amounts, if any) shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Fiscal Agent or such Paying Agent shall notify the holders of such Notes that such moneys shall be repaid to the relevant Issuer or the Guarantor, as the case may be, and any person claiming such moneys shall thereafter look only to the relevant Issuer or the Guarantor, as the case may be, for payment thereof and (ii) such moneys shall be repaid to the relevant Issuer or the Guarantor, as the case may be, as provided

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and in the manner set forth in Section 5, whereupon the aforesaid trust shall terminate and all liability of the Fiscal Agent or any other Paying Agent of the relevant Issuer and the Guarantor, as the case may be, to such Issuer or the Guarantor, as the case may be, with respect to such moneys shall cease.

 

(c) The Fiscal Agent may consult with counsel and any advice or written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion.

 

(d) The Fiscal Agent and each Paying Agent of the relevant Issuer (and the Guarantor, in the case of Notes issued by an Issuer other than GE Capital) shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by them in reliance upon any Note, coupon, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by them to be genuine and to have been presented or signed by the proper party or parties.

 

(e) The Fiscal Agent or any Paying Agent of the relevant Issuer or the Guarantor, as the case may be, may, in its individual capacity or any other capacity, become the owner of, or acquire any interest in, any Notes or other obligations of such Issuer or the Guarantor with the same rights that it would have if it were not the Fiscal Agent or such Paying Agent of such Issuer or the Guarantor, as the case may be, and may engage or be interested in any financial or other transaction with such Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of beneficial owners or holders of Notes or other obligations of such Issuer or the Guarantor as freely as if it were not the Fiscal Agent or such Paying Agent of such Issuer or the Guarantor.

 

(f) Neither the Fiscal Agent nor any other Paying Agent of the relevant Issuer or the Guarantor shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Agreement or the Notes.

 

(g) The recitals contained herein, in the Conditions and in the Notes (except in the Fiscal Agent’s certificate of authentication) shall be taken as the statements of the relevant Issuer and the Guarantor (in the case of Notes issued by an Issuer other than GE Capital), and the Fiscal Agent assumes no responsibility for the correctness of the same. The Fiscal Agent does not make any representation as to the validity or sufficiency of this Agreement, the Conditions or the Notes. Neither the Fiscal Agent nor any Paying Agent of the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) shall be accountable for the use or application by such Issuer of any of the Notes or the proceeds thereof.

 

(h) The Fiscal Agent and each Paying Agent of the relevant Issuer and the Guarantor shall be obligated to perform such duties and only such duties as are herein, in the Conditions and in the Notes specifically set forth (including Appendix 1 ( New Global Note Provisions ) and Appendix 2 ( New Safekeeping Structure Provisions ) in the case of the Fiscal Agent), and no implied duties or obligations shall be read into this Agreement, the Conditions or the Notes against the Fiscal Agent or any such Paying Agent. Each Paying Agent of the relevant Issuer (other than the Fiscal Agent) agrees that if any information that is required by the Paying Agent to perform the duties set out in Appendix 1 ( New Global Note Provisions ) or Appendix 2 ( New Safekeeping Structure Provisions ) becomes known to it, it will promptly provide such information to the Fiscal Agent. The Fiscal Agent shall not be under any

17

obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

 

(i) Unless otherwise specifically provided herein, in the Conditions or in the Notes, any order, certificate, notice, request, direction or other communication from the relevant Issuer or the Guarantor made or given under any provision of this Agreement shall be sufficient if signed by the President, the Chief Executive Officer, any Senior Vice President or Vice President, the Secretary or any Assistant Secretary or any duly authorized attorney-in-fact of the relevant Issuer or the Guarantor, as the case may be.

 

(j) The Fiscal Agent and each Paying Agent of the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) shall be obligated to collect IRS Form W-8BEN, W-8IMY or other applicable form required by the United States Internal Revenue Code of 1986, as amended.

 

(k) The Fiscal Agent and each Paying Agent of the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) shall have the benefit of Condition 13 ( Merger, Consolidation, Sale or Conveyance ).

 

10. Maintenance and Resignation of Fiscal Agent.

 

(a) The relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) will, until all of the Notes and coupons are no longer outstanding or until moneys for the payment of all of the principal of, premium and interest on all outstanding Notes (and Additional Amounts, if any) shall have been made available at the principal office of the Fiscal Agent, and shall have been returned to the relevant Issuer (or, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) as provided in Section 9(b), whichever occurs earlier, maintain a Fiscal Agent hereunder. The Fiscal Agent shall at all times maintain a place of business in, or in lieu thereof maintain an agent for service of process located in, London, England.

 

(b) Each Issuer and the Guarantor further agrees that (i) so long as any Notes are listed and/or admitted to trading on or by a stock exchange, competent authority and/or market, there will at all times be a Paying Agent (or the Fiscal Agent) having a specified office in each location required by the relevant rules of such stock exchange, competent authority and/or market; (ii) there will at all times be a Paying Agent (or the Fiscal Agent) with a specified office in a city in a member state of the European Union; and (iii) they will ensure that to the extent practicable it maintains a Paying Agent (or the Fiscal Agent) in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to the EU Savings Directive or any law implementing or complying with, or introduced in order to conform to, such Directive.

 

(c) The Fiscal Agent may at any time resign by giving written notice of its resignation mailed to the relevant Issuer and the Guarantor specifying the date on which its resignation shall become effective; provided that such date shall be at least 90 days after the date on which such notice is given unless such Issuer and the Guarantor agree to accept less notice. Upon receiving such notice of resignation, the relevant Issuer and the Guarantor shall promptly appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the resigning Fiscal Agent and one copy to the successor fiscal and paying agent. Such resignation shall become effective upon the earlier of (i) the

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effective date of such resignation or (ii) the acceptance of appointment by the successor fiscal and paying agent as provided in this Section 10(c). The relevant Issuer and the Guarantor may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove the Fiscal Agent and appoint a successor fiscal and paying agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of such Issuer and the Guarantor, one copy of which shall be delivered to the Fiscal Agent being removed and one copy to the successor fiscal and paying agent. The Fiscal Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Fiscal Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of the Fiscal Agent and any appointment of a successor fiscal and paying agent shall become effective upon acceptance of appointment by the successor fiscal and paying agent as provided in this Section 10(c). Upon its resignation or removal, the Fiscal Agent shall be entitled to the payment by the relevant Issuer or the Guarantor of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including any resignation expenses of the Fiscal Agent and fees and expenses of counsel).

 

(d) Any successor fiscal and paying agent appointed as provided in Section 10(b) shall execute and deliver to its predecessor and to the relevant Issuer and the Guarantor an instrument accepting such appointment hereunder, and thereupon such successor fiscal and paying agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Fiscal Agent hereunder, and such predecessor, upon payment of its compensation and out-of-pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder.

 

(e) Any corporation or bank into which the Fiscal Agent may be merged or converted, or with which the Fiscal Agent may be consolidated, or any corporation or bank resulting from any merger, conversion, banking business transfer or consolidation to which the Fiscal Agent shall be a party, or any corporation or bank succeeding to the fiscal agency business of the Fiscal Agent shall be the successor to the Fiscal Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.

 

11. Paying Agency. Each Issuer and the Guarantor shall cause each Paying Agent appointed by such Issuer and the Guarantor to execute and deliver to the Fiscal Agent an instrument in which such agent shall agree with the Fiscal Agent, subject to the provisions of this Section 11:

 

(a) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on such Notes (whether such sums have been paid to it by the Issuer or the Guarantor or by any other obligor on such Notes) in trust for the benefit of the holders of such Notes, or the coupons appertaining thereto, if any;

 

(b) that it will give the Fiscal Agent notice of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) to make any payment of the principal of, premium, if any, or interest, if any, on such Notes when the same shall be due and payable; and

 

(c) that at any time during the continuance of any failure by any such Issuer or the Guarantor (or by any other obligor on such Notes) specified in the paragraph (b) above, such paying agent

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will, upon the written request of the Fiscal Agent, forthwith pay to the Fiscal Agent all sums so held in trust by it.

 

The Fiscal Agent shall arrange with all such paying agencies for the payment, from funds furnished by each Issuer and the Guarantor, as the case may be, to the Fiscal Agent pursuant to this Agreement, of the principal of, premium and interest on the Notes (and Additional Amounts, if any, with respect to the Notes).

 

12. Meetings of Holders of the Notes.

 

(a) Each Issuer (or, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) may at any time call a meeting of the holders of the Notes of any or all Series, such meeting to be held at such time and at such place as such Issuer or the Guarantor shall determine, for the purpose of obtaining a waiver of or an amendment to any provision of this Agreement or the Notes of any Series (to the extent permitted in Section 15 hereof). For purposes of this Section 12, the “ holders of Notes ” or “ Noteholders ” means, in the case of any Bearer Global Note, those persons shown on the records of Euroclear, Clearstream, Luxembourg, or another clearance system in which such Notes are held, as the case may be, as having interests in such Bearer Global Note credited to their respective securities clearance accounts on the date on which notice of the meeting is given. Notice of any meeting of Noteholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to the Noteholders in accordance with Condition 14 (“ Notices ”). The first publication or mailing of notice, in the case of Registered Notes, shall be made not less than 20 nor more than 180 days prior to the date fixed for such meeting. To be entitled to vote at any meeting of holders of Notes a person shall be (i) a holder of one of more Notes of the relevant Series with respect to which such meeting is being held or (ii) a person appointed by an instrument in writing as proxy by the holder of one or more such Notes. The only persons who shall be entitled to be present or to speak at any meeting of the Noteholders of any Series shall be the persons entitled to vote at such meeting and their counsel and any representatives of the relevant Issuer, the Guarantor and their counsel.

 

(b) Persons representing a majority in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the purpose of obtaining any such waiver or amendment. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. In the absence of a quorum within 30 minutes of the time appointed for any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above, but must be mailed or published not less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject to the foregoing, at the reconvening of any meeting further adjourned for lack of a quorum, persons representing 25% in principal amount of the Notes of the relevant Series at the time outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding Notes of the relevant Series which shall constitute a quorum.

 

(c) At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution with respect to such waiver or amendment shall be effectively passed and decided if passed and decided by the favorable vote of persons entitled to vote the lesser of (i) a

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majority in the principal amount of the Notes of the relevant Series then outstanding or (ii) 75% in principal amount of such Notes represented and voting at the meeting. Any Noteholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Noteholder shall be considered as present and voting only with respect to the matters covered by such instrument in writing (which may include authorization to vote on any other matters as may come before the meeting). Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Section 12 shall be conclusive and binding on all the Noteholders of the relevant Series whether or not present or represented at the meeting.

 

(d) The holding of definitive Bearer Notes of the relevant Series for purposes of this Section 12 shall be proved by the production of such Notes or by a certificate executed by any trust company, bank, banker or recognized securities dealer satisfactory to the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor), wherever situated, if such certificate shall be deemed by such Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Note of the relevant Series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more such Bearer Notes specified therein. The holding of an interest in any Bearer Global Note of the relevant Series shall be proved by a certificate of Euroclear, Clearstream, Luxembourg or another clearance system in which such Notes are held, as the case may be. The holding by the person named in any such certificate of any such Bearer Note or interest in a Bearer Global Note specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Bearer Note or interest in a Bearer Global Note shall be produced, (ii) such Bearer Note specified in such certificate shall be produced by some other person or (iii) such Bearer Note specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or New York Stock Exchange member firm satisfactory to the relevant Issuer and the Guarantor.

 

(e) Each Issuer and the Guarantor shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Notes of the relevant Series represented at the meeting. At any meeting each Noteholder of the relevant Series or proxy shall be entitled to one vote for each $1,000 (or the equivalent thereof in any foreign or composite currency) of principal amount (in the case of Original Issue Discount Notes of the relevant Series, such principal amount thereof that would be due and payable as of the date of such meeting upon a declaration of acceleration of the maturity thereof pursuant to Condition 10 (“ Events of Default ”)) of such Notes held or represented by such Noteholder or proxy; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note of the relevant Series challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a Noteholder or proxy. Any meeting of Noteholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

 

(f) The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballot on which shall be subscribed the signatures of such Noteholders or proxies and on which shall be inscribed the principal amount (in the case of Original Issue Discount Notes of the relevant

21

Series, such principal amount thereof that would be due and payable as of the date of such vote upon a declaration of acceleration of the maturity thereof pursuant to Condition 10 (“ Events of Default ”)) and the identifying number or numbers of the Notes of such Series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record will show the principal amount of the Notes (and, in the case of Original Issue Discount Notes, such principal amount thereof that would be due and payable as of the date of such vote upon a declaration of acceleration of the maturity thereof pursuant to Condition 10 (“ Events of Default ”)) voting in favor of or against any resolution. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the relevant Issuer or the Guarantor (if applicable) and the other to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

 

13. Consent of Holders.

 

(a) Any authorization, direction, notice, consent, waiver, amendment or other action provided by the provisions of this Agreement or the Notes of any Series to be given or taken by holders (which term as used in this Section 13 shall mean with respect to any Bearer Global Note those persons shown on the records of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, as having interests in such Bearer Global Note credited to their respective securities clearance accounts) of Notes of such Series may be embodied in and evidenced by one or more instruments of substantially similar tenor, listing the serial number of the Note or Notes of such Series in respect of which each such instrument is submitted, signed by the requisite number of such holders in person or by their agent duly appointed in writing; and, except as herein or therein expressly provided, any such instrument shall become irrevocable when delivered, and such action shall become effective when such instrument signed by such holders is delivered to the Fiscal Agent or other paying agency of the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor). Proof of execution of any such instrument or of a writing appointing any such agent by the holder of any such Note shall be sufficient for any such purpose of this Agreement, the Conditions or such Notes and conclusive in favor of (i) the Fiscal Agent or other Paying Agent and (ii) such Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) if made in the manner provided in this Section 13.

 

(b) The fact and date of execution of any such instrument and the fact that any person is the holder of the Note or Notes of any Series of which the serial numbers are listed in such instrument may be proved by the certificate of a financial institution of recognized standing to such effect, or in any other manner which the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) deem sufficient.

 

(c) Any authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind every future holder of such Note in respect of anything done, omitted or suffered to be done in reliance thereon, whether or not notation of such action is made upon such Note.

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14. Stamp Taxes. The relevant Issuer or the Guarantor, as the case may be, will pay all stamp or other documentary taxes or duties, if any, to which the execution or delivery of this Agreement or the issuance of the Notes of any Series or any coupons appertaining thereto may be subject.

 

15. Modifications and Amendments.

 

(a) This Agreement, the Conditions, the Notes of any Series and the Guarantees may be amended by the parties hereto, without the consent of the holder (which term as used in this Section 15 shall mean with respect to any Bearer Global Note those persons shown on the records of Euroclear, Clearstream, Luxembourg or another clearance system, as the case may be, as having interests in such Bearer Global Note credited to their respective securities clearance accounts) of any Note, for the purposes of (i) providing for the issuance of Notes pursuant to Section 2 hereof; (ii) curing any ambiguity or correcting or supplementing any provision contained herein which may be defective or inconsistent with any other provision contained herein; (iii) adding to the covenants of the relevant Issuer (or, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) for the protection of the holders of all or any Series of the Notes; (iv) effecting any assumption of the relevant Issuer’s or the Guarantor’s obligations hereunder and under the Notes or the Guarantees by a successor corporation pursuant to Condition 13 (“ Merger, Consolidation, Sale or Conveyance ”); (v) evidencing and providing for the acceptance of appointment hereunder by a successor Fiscal Agent with respect to the Notes of one or more Series; or (vi) amending this Agreement in any other manner which the parties may mutually deem necessary or desirable and which shall not adversely affect the interests of the holders of the Notes of any Series outstanding on the date of such amendment. Nothing in this Agreement prevents the Issuers, the Guarantor and the Fiscal Agent from amending this Agreement in such a manner as to only have a prospective effect on Notes issued on or after the date of such amendment.

 

(b) Modifications and amendments to this Agreement, the Conditions, the Notes of any Series or the Guarantees may also be made, and future compliance therewith or past default by the relevant Issuer (or, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) may be waived, by holders of not less than a majority in aggregate principal amount of the Notes of such Series (or, in each case, such lesser amount as shall have acted at a meeting of holders of such Notes, pursuant to Section 12 of this Agreement); provided, however, that no such modification or amendment to this Agreement or the Notes may, without the consent of the holders of each such Note of such Series affected thereby, (i) change the stated maturity of the principal of any such Note of such Series or extend the time for payment of interest thereon; (ii) change the amount of the principal of an Original Issue Discount Note of such Series that would be due and payable upon an acceleration of the maturity thereof; (iii) reduce the amount of interest payable thereon or the amount payable thereon in the event of redemption or acceleration; (iv) change the currency of payment of principal of or any other amounts payable on any such Note; (v) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note or the relevant Guarantee; (vi) reduce the above-stated percentage of the principal amount of Notes of such Series the consent of whose holders is necessary to modify or amend this Agreement or the Notes of such Series or reduce the percentage of Note of such Series required for the taking of action or the quorum required at any such meeting of holders of Notes of such Series; or (vii) modify the foregoing requirements to reduce the percentage of outstanding Notes of such Series necessary to waive any future compliance or past default.

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(c) Any such modification or amendments will be conclusive and binding on all holders of Notes of the relevant Series and on all future holders of such Notes, whether or not they have consented to such modifications or amendments and whether or not notation of such modifications or amendments is made upon the Notes of such Series.

 

16. Accession of Additional Issuers. Each of the Issuers, the Guarantor and the Fiscal Agent acknowledge and agree that one or more additional Issuers (each, an “ Additional Issuer ”) may from time to time accede to this Agreement upon the terms and conditions set forth below. On and after the Accession Date (as defined below) with respect to an Additional Issuer, such Additional Issuer shall be bound by the terms of this Agreement and shall be entitled to all rights and benefits, and subject to all duties and obligations, of an Issuer hereunder.

 

(a) Requirements as to Additional Issuers. Each Additional Issuer shall (i) be a Subsidiary (as hereinafter defined) of GE Capital and (ii) only issue Notes which are unconditionally and irrevocably guaranteed by GE Capital. As used herein, “ Subsidiary ” shall have the meaning as set forth in Rule 1-02(x) of Regulation S-X under the U.S. Securities Act of 1933, as amended.

 

(b) Conditions Precedent to Accession. On or prior to the date on which an Additional Issuer shall accede as a party to this Agreement (the “ Accession Date ”), each of the following conditions precedents must be fulfilled:

 

(i) such Additional Issuer, the Guarantor and the Fiscal Agent shall have executed and delivered an Issuer Accession Letter, substantially in the form attached hereto as Exhibit E (each, an “ Issuer Accession Letter ”), together with the attachments described therein;

 

(ii) such Additional Issuer and the Guarantor shall certify to the Fiscal Agent the form of Notes to be executed and authenticated from time to time for each Series of Notes issued by such Additional Issuer which shall be substantially in the form of Exhibit A hereto modified as appropriate to refer to such Additional Issuer, and the form of the Guarantees to appear thereon which shall be substantially in the form of Exhibit D-1 and Exhibit D-2 hereto, modified as appropriate to refer to such Additional Issuer;

 

(iii) such Additional Issuer shall confirm that the Notes are being issued pursuant to authority granted by its Board of Directors or similar governing body, including any duly authorized committee thereof, and certify the persons who are Issuer Authorized Representatives of such Additional Issuer as provided in Section 3(a) hereof; and

 

(iv) such Additional Issuer shall confirm that it has sent to each Agent under the Distribution Agreement an Issuer Accession Notice (as defined in the Distribution Agreement) and provide a copy of such Issuer Accession Notice to the Fiscal Agent together with such attachments as are described therein.

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17. Notices to Parties. All notices hereunder to the parties hereto shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission, addressed to any party hereto as follows:

 

GE Capital:

 

General Electric Capital Corporation

201 High Ridge Road

Stamford, Connecticut 06927 U.S.A.

Attention: Senior Vice President-Corporate Treasury
and Global Funding Operation
Facsimile: + 1 203 585 1191
Telephone: + 1 203 357 6199

 

GE Capital Australia Funding:

 

GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)

572 Swan Street

Richmond, Victoria 3121

Australia

Attention: Secretary
Facsimile: +61 3 9921 6541
Telephone: +61 3 9921 6177

 

in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 17;

 

GE Capital European Funding:

GE Capital UK Funding:

 

WIL House

Shannon Business Park

Shannon, Co. Clare

Ireland

Attention: Company Secretary
Facsimile: +353 61 362 010
Telephone: +353 61 362 322

 

in each case with a copy to GE Capital in its capacity as Guarantor delivered in accordance with this Section 17;

 

Fiscal Agent:

 

The Bank of New York Mellon

Merck House

Seldown

Poole

Dorset BH15 1PX

United Kingdom

25
Attention: Corporate Trust Services
Facsimile: 01202 689600

Email: corpsov3@bnymellon.com

 

Registrar and Transfer Agent:

 

The Bank of New York Mellon (Luxembourg) S.A.

Vertigo Building – Polaris

2-4 rue Eugène Ruppert

L-2453 Luxembourg

Attention: Structured Product Services
Facsimile: +352 2452 42 04
Telephone: +352 2452 53 29
Email: LUXMB_SPS@bnymellon.com

 

or at any other address of which either of the foregoing shall have notified the other in writing.

 

Any notice, direction, request or demand by any holder of Notes or coupons to or upon the Fiscal Agent shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the principal London office of the Fiscal Agent, addressed to the attention of its corporate trust office.

 

18. Notices to and by Holders of the Notes. Notices to and by holders of Notes shall be given in accordance with Condition 14 (“ Notices ”).

 

19. Business Day. For the purposes of this Agreement, “ Business Day ” shall mean any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in (i) the principal financial center of the country in which the relevant Issuer is incorporated, (ii) the principal financial center of the country of the currency in which the Notes are denominated (if the Note is denominated in a currency other than euro), (iii) London, England, (iv) The City of New York; and (v) any Additional Business Center specified in the applicable Final Terms; provided, however, that with respect to Notes denominated in Euro, such day is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open. For the purposes of this definition, the principal financial center of the United States is New York, the principal financial center of Australia is Sydney and the principal financial center of Ireland is Dublin.

 

20. Central Bank Reporting Requirements. In addition to its other duties set forth in this Agreement, the Fiscal Agent is hereby designated as the relevant Issuer’s (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor’s) agent for the purpose of complying with notification, reporting or other applicable requirements of the various central banks or similar monetary authorities regulating Notes issued in Specified Currencies other than U.S. dollars. Without limiting the generality of the foregoing, at the date hereof such duties shall include the information reporting requirements of the Bank of England with respect to any Series of Notes where the Specified Currency is Pounds Sterling.

 

21. Governing Law. THIS AGREEMENT, THE NOTES AND ANY COUPONS APPERTAINING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, U.S.A.

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22. Consent to Service and waiver of jury trial.

 

(a) Each Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) has designated the Senior Vice President-Corporate Treasury and Global Funding Operation of the Guarantor as its authorized agent for service of process in any legal action or proceeding arising out of or relating this Agreement, the Notes or the Guarantees brought in any federal or state court in the Borough of Manhattan, City of New York, State of New York and irrevocably submit to the non-exclusive jurisdiction of such courts for such purposes (and only for such purposes) for so long as there are any outstanding Notes.

 

(b) WITHOUT PREJUDICE TO THE ABOVE PARAGRAPH, THE PARTIES TO THIS AGREEMENT WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT, THE NOTES, THE COUPONS OR THE GUARANTEES.

 

23. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Such counterparts shall together constitute but one and the same instrument.

 

24. Inspection of Documents. A copy of this Agreement shall be made available by the Fiscal Agent for inspection at all reasonable times at its office as stated in Section 17 and at the offices of the paying agents specified in the Notes.

 

The Fiscal Paying Agent shall hold available for inspection at its office as stated in Section 17 during normal business hours copies of all documents required to be so available as required to be so available by the rules of any relevant stock exchange, competent authority and/or market on or by which such Notes may be listed and/or admitted to trading.

 

25. Descriptive Headings. The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement.

 

26. Provisions Binding on Successors. All the covenants, stipulations, promises and agreements in this Agreement contained by the relevant Issuer (and, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) shall bind its successors and assigns whether so expressed or not.

 

27. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Agreement authorized or required to be done or performed by any board, committee or officer of the relevant Issuer (or, in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of such Issuer or the Guarantor.

 

28. Severability. In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties hereto, including GE Capital in its capacity both as Issuer and as Guarantor of Notes to be issued by Issuers other than GE Capital, have caused this Thirteenth Amended and Restated Fiscal and Paying Agency Agreement to be duly executed as of the day and year first above written.

 

GENERAL ELECTRIC CAPITAL CORPORATION

 

By: /s/ Kathryn A. Cassidy
Name: Kathryn A. Cassidy
Title: Senior Vice President – Corporate Treasury
and Global Funding Operation

 

GE CAPITAL AUSTRALIA FUNDING PTY. LTD

 

By: /s/ Eric Duenwald
Name: Eric Duenwald
Title: Authorized Signatory

 

GE CAPITAL EUROPEAN FUNDING

 

By: /s/ Frank Cantillon
Name: Frank Cantillon
Title:

Director

 

GE CAPITAL UK FUNDING

 

By: /s/ Frank Cantillon
Name: Frank Cantillon
Title:

Director

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THE BANK OF NEW YORK MELLON

as Fiscal Agent and Paying Agent

 

By: /s/ Joan Doyle
Name: Joan Doyle
Title: Vice President

 

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

as Registrar, Transfer Agent and Exchange Agent

 

By: /s/ Joan Doyle
Name: Joan Doyle
Title: Vice President
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APPENDIX 1

 

NEW GLOBAL NOTE PROVISIONS

 

In relation to each Series of Notes that are NGNs, the Fiscal Agent will comply with the following provisions:

 

1. The Fiscal Agent will inform each of Euroclear and Clearstream, Luxembourg (the “ ICSDs ”), through the common service provider appointed by the ICSDs to service the Notes (the “ CSP ”), of the initial issue outstanding amount (“ IOA ”) for each Tranche on or prior to the relevant original issue date.

 

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers’ interest in the Notes, the Fiscal Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP)to ensure that the records of the ICSDs reflecting the IOA of the Notes remains at all times accurate.

 

3. The Fiscal Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

 

4. The Fiscal Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the records of the ICSDs reflecting the IOA of the Notes.

 

5. The Fiscal Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

 

6. The Fiscal Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

 

7. The Fiscal Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

 

8. The Fiscal Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

 

9. The Fiscal Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.
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APPENDIX 2

 

NEW SAFEKEEPING STRUCTURE PROVISIONS

 

In relation to each Series of Notes that are issued under the NSS, the Fiscal Agent will comply with the following provisions:

 

1. The Fiscal Agent will inform each of Euroclear and Clearstream, Luxembourg (the “ ICSDs ”), through the common service provider appointed by the ICSDs to service the Notes (the “ CSP ”), of the initial issue outstanding amount (“ IOA ”) for each Tranche on or prior to the relevant original issue date.

 

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers’ interest in the Notes, the Fiscal Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP)to ensure that the records of the ICSDs reflecting the IOA of the Notes remains at all times accurate.

 

3. The Fiscal Agent will regularly reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

 

4. The Fiscal Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the records of the ICSDs reflecting the IOA of the Notes.

 

5. The Fiscal Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

 

6. The Fiscal Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

 

7. The Fiscal Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

 

8. The Fiscal Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

 

9. The Fiscal Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any payment or delivery due under the Notes when due.
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APPENDIX 3

 

TERMS AND CONDITIONS OF THE NOTES

 

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer (as defined below) and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note.

 

This Note is one of a Series (as defined below) of Notes issued pursuant to the Fiscal Agency Agreement (as defined below). References herein to the “ Notes ” shall be references to the Notes of this Series, which may be issued in registered form (“ Registered Notes ”) or, if such issuance is permitted under U.S. federal income tax law at the time of issuance without adverse tax consequences to the Issuer (as defined below) or the Guarantor (as defined below), bearer form (“ Bearer Notes ”) and shall mean:

 

(a) in relation to any Notes represented by a global Note (a “ Global Note ”), units of each Specified Denomination in the Specified Currency;

 

(b) any Global Note in either registered form (a “ Registered Global Note ”) or bearer form (a “ Bearer Global Note ”, which may be in temporary bearer global form (a “ Temporary Bearer Global Note ”) or permanent bearer global form (a “ Permanent Bearer Global Note ”));

 

(c) any definitive Notes in bearer form issued in exchange for a Bearer Global Note; and

 

(d) any definitive Notes in registered form (whether or not issued in exchange for a Bearer Global Note or a Registered Global Note).

 

The Notes and Coupons (as defined below) are issuable under a Thirteenth Amended and Restated Fiscal and Paying Agency Agreement (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”) dated as of April 4, 2014 among General Electric Capital Corporation (“ GE Capital ”), GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467) (“ GE Capital Australia Funding ”), GE Capital European Funding, GE Capital UK Funding and The Bank of New York Mellon as fiscal agent (in such capacity, the “ Fiscal Agent ” (which expression shall include any successor fiscal agent)) and paying agent (in such capacity, together with any other paying agents appointed by the Issuer and the Guarantor, the “ Paying Agents ”) and The Bank of New York Mellon (Luxembourg) S.A. as initial registrar (the “ Registrar ”, which expression shall include any other person designated by the Issuer as a person authorized to register and register transfer of the Notes) and transfer agent (together with the Registrar, the “ Transfer Agents ”, which expression shall include any additional or successor transfer agents).The Bank of New York Mellon at its office in London has been appointed the Exchange Rate Agent (the “ Exchange Rate Agent ”, which term shall include any successor exchange rate agent) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

 

Interest bearing definitive Bearer Notes have interest coupons (“ Coupons ”). Definitive Bearer Notes which are repayable in installments (“ Amortizing Notes ”) have receipts (“ Receipts ”) for the payment of the installments of principal (other than the final installment) attached on issue. Registered Notes and Global Notes do not have Receipts or Coupons attached on issue. References to the “ Notes ” shall include any Receipts, as far as the context permits.

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The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplement these Terms and Conditions (the “ Conditions ”). References to the “ applicable Final Terms ” are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

 

The issuer of this Note (the “ Issuer ”) may be GE Capital, GE Capital Australia Funding, GE Capital European Funding or GE Capital UK Funding, as specified in the applicable Final Terms.

 

If this Note is issued by an Issuer other than GE Capital, the payment of all amounts in respect of this Note have been guaranteed by GE Capital pursuant to a guarantee (the “ Guarantee ”) which, if this Note is a Senior Note (as defined below), will be a senior guarantee (the “ Senior Guarantee ”) and, if this Note is a Subordinated Note (as defined below), will be a subordinated guarantee (the “ Subordinated Guarantee ”), in each case endorsed on this Note and executed by GE Capital in its capacity as Guarantor (the “ Guarantor ”). The original of the Guarantee is held by the Fiscal Agent on behalf of the Noteholders, the Couponholders and the Receiptholders (each as defined below) at its specified office.

 

All references to the “Guarantor” and the “Guarantee” in these Conditions shall only apply in respect of Notes issued by an Issuer other than GE Capital.

 

Any reference to “ Noteholders ” or “ holders ” in relation to any Notes shall mean (in the case of Bearer Notes in definitive form) the holders of the Notes and (in the case of Registered Notes in definitive form) the persons in whose name the Notes are registered and shall, in relation to any Notes represented by a Global Note, be construed as provided under Condition 1 (“ Form, Denomination and Title ”). Any reference herein to “ Couponholders ” shall mean the holders of the Coupons and any reference to “ Receiptholders ” shall mean the holders of the Receipts.

 

The Issuer may, from time to time, re-open one or more series of Notes (each, a “ Series ”) and issue additional Notes with the same terms (including maturity and interest payment terms but excluding authentication date, effectuation date (in the case of a Bearer Note issued in new global note form (“ NGN ”) or a Registered Note issued under the new safekeeping structure (“ NSS ”)) and public offering price) as Notes issued on an earlier date; provided that a Series of Notes may not comprise both Bearer Notes and Registered Notes; and provided further that no Bearer Notes may be issued unless such issuance is permitted under U.S. federal income tax law at the time of such issuance without adverse consequences to the Issuer. After such additional Notes are issued they will be fungible with the previously issued Notes to the extent specified in the applicable Final Terms, provided that any additional Bearer Notes may not be consolidated with previously issued Bearer Notes prior to the exchange of interests in a temporary Global Note for interests in a permanent Global Note or for definitive Notes upon certification of non-U.S. beneficial ownership. Each such Series may contain one or more tranches of Notes (each, a “ Tranche ”) having identical terms, including the authentication date and the public offering price; provided that a Tranche of Notes may not comprise both Notes in bearer form and Notes in registered form.

 

Copies of the Fiscal Agency Agreement and the Guarantee are available for inspection during normal business hours at the specified office of each of the Fiscal Agent and the Transfer Agents (such Agents being together referred to as the “ Agents ”). If the Notes are to be admitted to trading on the regulated market of the London Stock Exchange, the applicable Final Terms will be published on the website of the London Stock Exchange through a regulatory information service. The Noteholders, the Couponholders and the Receiptholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Fiscal Agency Agreement, the Guarantee and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of certain provisions of the Fiscal Agency Agreement which do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, all the provisions of the Fiscal Agency Agreement, including the definitions therein of certain terms.

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Words and expressions defined in the Fiscal Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Fiscal Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

 

In the Conditions, “ euro ” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

 

1.

Form, Denomination and Title

 

The Notes are in registered form or bearer form (and Bearer Notes may be exchangeable for Registered Notes, but Registered Notes may not be exchangeable for Bearer Notes) as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.

 

This Note may be a Fixed Rate Note, a Floating Rate Note, an Original Issue Discount Note or a combination of any of the foregoing, depending upon the Interest Basis specified in the applicable Final Terms.

 

This Note may be an Amortizing Note depending on the Redemption Basis shown in the applicable Final Terms.

 

This Note may also be a Senior Note or a Subordinated Note, as indicated in the applicable Final Terms.

 

Definitive Bearer Notes are issued with Coupons attached, unless they are Original Issue Discount Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Amortizing Notes in definitive Bearer form are issued with one or more Receipts attached.

 

Except as set out below, title to the definitive Bearer Notes and Coupons will pass by delivery and title to the Registered Notes will pass upon registration of transfers in accordance with Condition 2 (“ Exchange and Transfers of Notes ”) and the provisions of the Fiscal Agency Agreement. The Issuer, the Guarantor and any Agent will (except as otherwise required by law) deem and treat the bearer of any definitive Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.

 

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. (“ Euroclear ”) and/or Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ”), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor and the Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantor and any Agent as the holder of such nominal amount of such Notes in accordance

34

with and subject to the terms of the relevant Global Note and the expressions “ Noteholder ” and “ holder of Notes ” and related expressions shall be construed accordingly.

 

Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

 

2. Exchange and Transfers of Notes

 

2.1 Exchange of Bearer Notes

 

If specified in the applicable Final Terms, and subject to the terms of the Fiscal Agency Agreement, this Note, if in Bearer form (along with all unmatured Coupons, and all matured Coupons, if any, in default) may be exchanged at the option of the holder into Registered Notes of any authorized denominations of the same Series and in an equal aggregate principal amount, in accordance with the provisions of the Fiscal Agency Agreement at the office of the Registrar or at the office of any Transfer Agent designated by the Issuer and the Guarantor for such purpose.

 

Bearer Notes surrendered in exchange for Registered Notes after the close of business at any such office (i) on any Record Date (as defined below) for the payment of interest on a Registered Note and before the opening of business at such office on the relevant Interest Payment Date (as defined below), or (ii) on any Special Record Date (as defined below) and before the opening of business at such office on the related proposed date for payment of defaulted interest, shall be surrendered without the Coupon relating to such date for payment of interest.

 

Definitive Bearer Notes may be exchanged for definitive Bearer Notes of the same Series in other authorized denominations, in an equal aggregate principal amount. In order to effect such exchange, the holder or holders must surrender the definitive Bearer Note at the offices of any Paying Agent appointed by the Issuer and the Guarantor for such purpose.

 

The date of surrender of any definitive Bearer Note or Coupon delivered upon any exchange or transfer of definitive Bearer Notes or Coupons shall be such that no gain or loss of interest results from such exchange or transfer.

 

2.2 Exchange of Registered Notes

 

This Note, if in registered form, may be exchanged for Registered Notes of the same Series in other authorized denominations, in an equal aggregate principal amount upon surrender of any such Notes to be exchanged at the offices of the Registrar or any transfer agent designated by the Issuer and the Guarantor for such purpose.

 

This Note, if in registered form, may not be exchanged for Bearer Notes.

 

2.3 Transfers of interests in Registered Notes

 

So long as this Note is represented by a Registered Global Note, it may be transferred only to a common depositary, or as the case may be, the common safekeeper, outside the United States for Euroclear or Clearstream, Luxembourg or to a nominee of such a depositary, or as the case may be, the common safekeeper.

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Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of transferors and transferees of such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and regulatory restrictions and the restrictions set forth in the relevant Global Note, be exchangeable for Notes in definitive form or for a beneficial interest in another Registered Global Note only in the Specified Denominations set out in the applicable Final Terms and only in accordance with the rules and operating procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Fiscal Agency Agreement.

 

Registered Notes may be presented for registration of transfer at the offices of the Registrar or any transfer agent designated by the Issuer and the Guarantor for such purpose, with the form of transfer thereon duly completed.

 

All Registered Notes presented for registration of transfer or for exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer, the Guarantor and the Registrar duly executed by the holder or its attorney duly authorized in writing and (ii) be accompanied by a duly completed Form W-8BEN, W-8IMY or other applicable form required in order to establish an exemption from U.S. withholding tax pursuant to the United States Internal Revenue Code of 1986, as amended. Any such transfer will be subject to Condition 2.5 (“ Restrictions on registration of transfers and exchanges ”) below and such reasonable regulations as the Registrar may prescribe.

 

2.4 Costs of registration of transfer or exchange

 

No service charge shall be payable for any registration of transfer or exchange of Notes but the Issuer and the Guarantor may require payment of a sum sufficient to cover any transfer taxes or other governmental charges that may be imposed in connection therewith.

 

2.5 Restrictions on registration of transfers and exchanges

 

The Issuer and the Guarantor shall not be required:

 

(a) to register the transfer of or exchange Notes to be redeemed for a period of 15 calendar days preceding the first publication of the relevant notice of redemption, or if Registered Notes are outstanding and there is no publication, the mailing of the relevant notice of redemption;

 

(b) to register the transfer of or exchange any Registered Note selected for redemption or surrendered for optional repayment, in whole or in part, except the unredeemed or unpaid portion of any such Registered Note being redeemed or repaid, as the case may be, in part;

 

(c) to exchange any Bearer Note selected for redemption or surrendered for optional repayment, except that such Bearer Note may be exchanged for a Registered Note of like tenor, provided that such Registered Note shall be simultaneously surrendered for redemption or repayment, as the case may be;

 

(d) in respect of an Amortizing Note, to register transfer of or exchange of a Registered Note in definitive form during the period of 15 calendar days ending on the due date for payment of any Installment Amount;

 

(e) to issue or exchange definitive Bearer Notes for a period of 15 calendar days preceding any date fixed for redemption of such Note; or
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(f) to register the transfer or exchange of a Registered Note in violation of any legend appearing on the face thereof.

 

Notwithstanding anything in the Fiscal Agency Agreement or herein to the contrary, none of the Issuer, the Fiscal Agent or any agent of such Issuer or the Fiscal Agent shall be required to exchange any Bearer Note for a Registered Note if such exchange would result in adverse income tax consequences to the Issuer (such as, for example, the inability of the Issuer to deduct from its income, as computed for income tax purposes, the interest payable on the Bearer Notes) under (i) then applicable United States federal income tax laws or (ii) in the case of an Issuer other than GE Capital, then applicable income tax laws or regulations of the jurisdiction of incorporation or organisation of the Issuer or any political subdivision thereof or therein.

 

3.

STATUS OF NOTES AND GUARANTEE

 

3.1 Status of Notes and Coupons

 

The Notes may be issued on either a senior (“ Senior Notes ”) or a subordinated basis (“ Subordinated Notes ”).

 

(a) Status – Senior Notes

 

This Condition 3.1(a) is applicable in relation to Notes specified in the applicable Final Terms as Senior Notes and references to “Notes” and “Coupons” in this Condition shall be construed accordingly.

 

The Senior Notes and any relative Coupons are (i) unsecured and rank equally with all other unsecured and unsubordinated indebtedness of the Issuer and (ii) effectively junior to the liabilities of the Issuer’s subsidiaries, if any.

 

(b) Status – Subordinated Notes

 

This Condition 3.1(b) is applicable in relation to Notes specified in the applicable Final Terms as Subordinated Notes and references to “Notes” and “Coupons” in this Condition shall be construed accordingly.

 

The Subordinated Notes and any relative Coupons (i) constitute general unsecured obligations of the Issuer, (ii) rank subordinated in right of payment, as set forth in this Condition 3.1(b), to all Senior Indebtedness (as defined below) and (iii) are effectively junior to the liabilities of the Issuer’s subsidiaries, if any.

 

For purposes of this Condition 3.1(b), the term “ Senior Indebtedness ” shall mean, in respect of the Issuer of such relevant Subordinated Note, (i) the principal of, premium, if any, and interest on all of the indebtedness for money borrowed of the Issuer, other than the Subordinated Notes issued by the Issuer; (ii) obligations of the Issuer arising from any guaranty, letter of credit or similar credit enhancement (including, without limitation, obligations arising from off balance sheet guarantees and direct credit substitutes); (iii) obligations of the Issuer associated with derivative products such as interest rate and foreign exchange rate swaps, forward sales of interests in commodities, and similar arrangements; and (iv) obligations of the Issuer for purchased money, in each case regardless of whether such indebtedness or obligations are outstanding on the date of the issue of this Note or thereafter created, assumed or incurred, and any deferrals, renewals or extensions thereof; provided, however, that Senior Indebtedness shall not include (1) any accounts payable or other liability to trade creditors (other than those obligations referenced in items (ii) and (iii), above) arising in the ordinary course of business (including instruments evidencing such

37

liabilities), (2) any indebtedness, guarantee or obligation of the Issuer which is expressly subordinate or junior in right of payment in any respect to any other indebtedness, guarantee or obligation of the Issuer, or (3) any obligations with respect to any capital stock. The term “ indebtedness for money borrowed ” as used in the definition of Senior Indebtedness above shall include, without limitation, any obligation of the Issuer of such relevant Subordinated Notes for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other instruments and any deferred obligation for the payment of the purchase price of property or assets.

 

There is no limitation on the ability of the Issuer to issue additional Senior Indebtedness. Any Senior Notes issued by the Issuer constitute Senior Indebtedness in respect of the Subordinated Note issued by the Issuer.

 

(i) Subordination

 

If this Note is a Subordinated Note, the Issuer agrees, and each Noteholder by accepting this Subordinated Note agrees, that the indebtedness evidenced by such Subordinated Note is subordinated in right of payment to the prior payment of all Senior Indebtedness, and that such subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. Obligations of the Issuer which are Senior Indebtedness shall rank senior to this Subordinated Note in accordance with the provisions set forth herein.

 

(ii) Liquidation, Dissolution, Bankruptcy

 

Upon any payment or distribution of the assets of the Issuer to creditors or upon a total or partial liquidation, total or partial dissolution of such Issuer, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its respective properties: (a) the holders of Senior Indebtedness will be entitled to receive payment in full of the Senior Indebtedness before the holders of this Subordinated Note are entitled to receive any payment of principal of or interest on or other amounts with respect to this Subordinated Note; and (b) until the Senior Indebtedness is paid in full, any distribution to which holders of this Subordinated Note would be entitled but for this Condition 3.1(b) will be made to holders of the Senior Indebtedness as their interests may appear (except that the holders of this Subordinated Note may receive shares of stock and any debt securities that are subordinated to Senior Indebtedness to at least the same extent as this Subordinated Note and do not provide for the payment of principal prior to the maturity of all Senior Indebtedness).

 

(iii) Default on Senior Indebtedness

 

The Issuer may not pay the principal of or interest on or other amounts with respect to this Subordinated Note, make any deposit to or otherwise repurchase, redeem or otherwise retire this Subordinated Note if (i) any Senior Indebtedness is not paid when due and payable or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full.

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(iv) When Distributions Must Be Paid Over

 

If a distribution is made to holders of this Subordinated Note that, due to the subordination provisions contained in this Condition 3.1(b), should not have been made to them, the holders of this Subordinated Note who receive such distribution are required to hold such distributions in trust for the holders of Senior Indebtedness and pay it over to them as their interests may appear.

 

(v) Subrogation

 

After all Senior Indebtedness is paid in full and until this Subordinated Note is paid in full, holders of this Subordinated Note shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made to holders of Senior Indebtedness pursuant to this Condition 3.1(b) which otherwise would have been made to the holders of this Subordinated Notes is not, as between the Issuer and the holders of this Subordinated Note, a payment by the Issuer on Senior Indebtedness.

 

(vi) Relative Rights

 

This Condition 3.1(b) defines the relative rights of holders of this Subordinated Note and holders of Senior Indebtedness. Nothing herein shall:

 

(1) impair, as between the Issuer and holders of this Subordinated Note, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on or other amounts with respect to the this Subordinated Note in accordance with their terms; or

 

(2) prevent any holder of this Subordinated Note from exercising its available remedies upon a Subordinated Note Event of Default (as defined below), subject to the rights of holders of Senior Indebtedness to receive distributions otherwise payable to holders of this Subordinated Note.

 

(vii) Subordination May Not Be Impaired

 

No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by this Subordinated Note will be impaired by any act or failure to act by the Issuer or by the failure of the Issuer to comply with its obligations hereunder.

 

(viii) Rights of Paying Agents

 

Notwithstanding Condition 3.1(b)(iii), the Fiscal Agent or any Paying Agent may continue to make payments on this Subordinated Note and will not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, an officer of the Fiscal Agent responsible for the administration of the Fiscal Agency Agreement receives written notice satisfactory to it that payments may not be made under the terms of this Subordinated Note. The Issuer, the Registrar, a Paying Agent, a trustee, agent or representative for an issuer of Senior Indebtedness or a holder of Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Indebtedness has a trustee, agent or representative, only such trustee, agent or representative, rather than a

39

holder of Senior Indebtedness, may provide notice. The Fiscal Agent will be entitled to assume that any prohibition on the right of the Issuer to pay this Subordinated Note has not terminated unless an officer of the Fiscal Agent responsible for the administration of the Fiscal Agency Agreement receives written notice satisfactory to it of such termination from any of the persons specified in this paragraph.

 

The Fiscal Agent in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Fiscal Agent. The Registrar and any Paying Agent may do the same with like rights. The Fiscal Agent will be entitled to all the rights set forth in the terms of this Subordinated Note with respect to any Senior Indebtedness, which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing herein shall deprive the Fiscal Agent of any of its rights as such holder. Nothing herein shall apply to claims of, or payments to, the Fiscal Agent under or pursuant to the terms of this Subordinated Note.

 

(ix) Distribution or Notice to Representative

 

Whenever a distribution is to be made or a notice is to be given to holders of Senior Indebtedness with respect to this Subordinated Note, the distribution may be made and the notice may be given to their trustee, agents or representatives, if any.

 

(x) Not To Prevent Subordinated Notes Events of Default or Limit Right To Accelerate

 

The failure to make a payment pursuant to this Subordinated Note by reason of any provision of this Condition 3.1(b) shall not be construed as preventing the occurrence of a Subordinated Note Event of Default. No provision of this Condition 3.1(b) shall have any effect on the right of the holders of this Subordinated Note to accelerate the maturity of the Subordinated Notes.

 

(xi) Reliance of Fiscal Agent

 

Upon any payment or distribution pursuant to this Condition 3.1(b), the Fiscal Agent and the holders of this Subordinated Note shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Condition 3.1(b)(ii) are pending, (ii) upon a certificate of the liquidating trustee or agent or other person making such payment or distribution to the Fiscal Agent or to the holders of this Subordinated Note or (iii) upon the trustee, agents or representatives for the holders of Senior Indebtedness or upon the holders of Senior Indebtedness for which there are no such representatives for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness, and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Condition 3.1(b). In the event that the Fiscal Agent determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Condition 3.1(b), the Fiscal Agent may request such person to furnish evidence to the reasonable satisfaction of the Fiscal Agent as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such person under this Condition 3.1(b) and, if such evidence is not furnished, the Fiscal Agent may defer any payment to

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such person pending judicial determination as to the right of such person to receive such payment.

 

(xii) Fiscal Agent Not Fiduciary for Holders of Senior Indebtedness

 

The Fiscal Agent, in its capacity as Fiscal Agent or paying agent hereunder, shall not be deemed to owe any fiduciary duty other than expressly provided for in the Fiscal Agency Agreement to the holders of Senior Indebtedness and shall not be liable in either capacity to any such holders if it shall mistakenly pay over or distribute to holders of this Subordinated Note, the Issuer, or any other person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Condition 3.1(b) or otherwise.

 

(xiii) Reliance by Holders of Senior Indebtedness on Subordination Provisions

 

Each holder of this Subordinated Note by accepting a Note will be deemed to acknowledge and agree that the provisions of this Condition 3.1(b) are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness whether such Senior Indebtedness was created or acquired before or after the issuance of this Subordinated Note, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such Condition 3.1(b) in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

 

3.2 Status of Guarantee

 

(a) The Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressly payable by the Issuer under the Senior Notes and the Coupons as provided in the Senior Guarantee. The Senior Guarantee is (i) unsecured and ranks equally with all other unsecured and unsubordinated indebtedness of the Guarantor and (ii) effectively junior to the liabilities of the Guarantor’s subsidiaries.

 

(b) The Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressly payable by the Issuer under the Subordinated Notes and the Coupons as provided in the Subordinated Guarantee. The Subordinated Guarantee (i) constitutes general unsecured obligations of the Guarantor, (ii) ranks subordinated in right of payment, as set forth in the provisions of the Subordinated Guarantee and (iii) is effectively junior to the liabilities of the Guarantor’s subsidiaries.

 

4. Redenomination

 

If “Issuer option to redenominate Notes” is specified as being applicable in the applicable Final Terms, an Issuer may, without the consent of the holders of Notes denominated in a Specified Currency of a member state of the European Union, which on or after the issue date of such Notes participates in European Economic and Monetary Union, on giving at least 30 days’ prior notice (the “ Redenomination Notice ”) to the holders of such Notes and on prior notice to the Fiscal Agent, Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system, elect that, with effect from the date specified in the Redenomination Notice (the “ Redenomination Date ”), such Notes shall be redenominated in euro.

 

The election will have effect as follows:

 

(a) the Notes shall be deemed to be redenominated into euro in the denomination of €0.01 with a nominal amount for each Note equal to the nominal amount of that Note in the Specified
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Currency, converted into euro at the Established Rate (defined below); provided that, if the Issuer determines after consultation with the Fiscal Agent that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the holders of Notes, any stock exchange on which the Notes may be listed, the Fiscal Agent and the Paying Agents of such deemed amendments;

 

(b) save to the extent that an Exchange Notice (defined below) has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01;

 

(c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued, subject to compliance with all applicable laws and regulations, at the expense of the Issuer in the denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Fiscal Agent may approve) €0.01 and such other denominations as the Issuer shall determine and notify to the Noteholders;

 

(d) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the “ Exchange Notice ”) that replacement euro-denominated Notes and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although such Notes will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes and Coupons, if any, will be issued in exchange for Notes and Coupons, if any, denominated in the Specified Currency in such manner as the Paying Agent may specify and as shall be notified to the holders of Notes in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes;

 

(e) after the Redenomination Date, all payments in respect of the Notes and the Coupons, if any, including payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account outside the United States (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque mailed to an address outside the United States;

 

(f) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated by applying the Fixed Interest Rate to each specified denomination, multiplying such sum by the applicable Fixed Day Count Fraction specified in the applicable Final Terms, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention;

 

(g) if the Notes are Floating Rate Notes, the Redenomination Notice will specify any relevant changes to the provisions relating to interest; and
42

 

(h) such other changes shall be made as the Issuer may decide, after consultation with the Paying Agent and the Calculation Agent (if applicable), and as may be specified in the Redenomination Notice, to conform them to conventions then applicable to instruments denominated in euro.

 

For the purposes of this Condition 4 (“ Redenomination ”), “ Established Rate ” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Union regulations) into euro established by the Council of the European Union pursuant to Article 1091(4) of the treaty establishing the European Communities, as amended by the Treaty on European Union, and “ sub-unit ” means, with respect to any Specified Currency other than euro, the lowest amount of such Specified Currency that is available as legal tender in the country of such Specified Currency and, with respect to euro, means one cent.

 

5. INTEREST

 

Unless this Note is an Original Issue Discount Note, this Note will bear interest at either:

 

(a) a fixed rate; or

 

(b) a floating rate determined by reference to an interest rate basis (an “ Interest Rate Basis ”), which may be adjusted by a Spread,

 

and, in either case, such rate may be subject to adjustment in accordance with Condition 5.3 (“ Adjustment of rate of interest for Fixed Rate Notes and Floating Rate Notes ”) below.

 

Any Floating Rate Note may also have either or both of the following:

 

(i) a maximum interest rate limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and

 

(ii) a minimum interest rate limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period, provided that if no minimum interest rate is specified or if the Final Terms indicate that the minimum interest rate is not applicable, then the minimum interest rate shall be zero.

 

The applicable Final Terms will designate:

 

(a) a Fixed Interest Rate per annum, in which case such Notes will be “ Fixed Rate Notes ”; or

 

(b) one of the following Interest Rate Bases as applicable to such Notes, in which case such Notes will be “ Floating Rate Notes ”:

 

(i) AUD BBSW (as defined below), in which case the Notes will be “ AUD BBSW Notes ”;

 

(ii) CAD BA (as defined below), in which case the Notes will be “ CAD BA Notes ”;

 

(iii) CMS Rate (as defined below), in which case such Notes will be “ CMS Rate Notes ”;

 

(iv) CMT Rate (as defined below), in which case such Notes will be “ CMT Rate Notes ”;

 

(v) CZK PRIBOR (as defined below), in which case such Notes will be “ CZK PRIBOR Notes ”;
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(vi) EURIBOR (as defined below), in which case such Notes will be “ EURIBOR Notes ”;

 

(vii) the Federal Funds Rate (as defined below), in which case such Notes will be “ Federal Funds Rate Notes ”;

 

(viii) HKD HIBOR (as defined below), in which case such Notes will be “ HKD HIBOR Notes ”;

 

(ix) LIBOR (as defined below), in which case such Notes will be “ LIBOR Notes ”;

 

(x) SEK STIBOR (as defined below), in which case such Notes will be “ SEK STIBOR Notes ”;

 

(xi) MXN TIIE (as defined below), in which case such Notes will be “ MXN TIIE Notes ”;

 

(xii) NOK NIBOR (as defined below), in which case such Notes will be “ NOK NIBOR Notes ”;

 

(xiii) the Prime Rate (as defined below), in which case such Notes will be “ Prime Rate Notes ”;

 

(xiv) the Treasury Rate (as defined below), in which case such Notes will be “ Treasury Rate Notes ”; or

 

(xv) TRYIBOR (as defined below), in which case such Notes will be “ TRYIBOR Notes ”.

 

Unless this Note is an Original Issue Discount Note, this Note will bear interest from its date of issue or from the most recent date to which interest on such Note has been paid or duly provided for, at the rate determined in accordance with the Conditions and interest will accrue on a Note until the principal thereof is paid or made available for payment.

 

5.1 Interest on Fixed Rate Notes

 

(a) General

 

Each Fixed Rate Note bears interest at the annual rate specified in the applicable Final Terms (the “ Fixed Interest Rate ”) and interest will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date specified in the applicable Final Terms (the “ Original Issue Date ”), until the principal of the Note has been paid or duly made available for payment.

 

Interest on the Fixed Rate Notes will be paid in arrears on the Interest Payment Dates specified in the applicable Final Terms up to (and including) the Maturity Date.

 

If interest is required to be calculated for a period other than a Fixed Interest Period (as defined below), such interest shall be calculated by applying the Fixed Interest Rate to each specified denomination of the Notes of such Series, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards, or otherwise in accordance with applicable market convention.

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(b) Fixed Day Count Fraction

 

Fixed Day Count Fraction ” means:

 

· in the case of Notes denominated in a currency other than U.S. dollars, “ Actual/Actual (ICMA) ” meaning:

 

(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date specified in the applicable Final Terms) to (but excluding) the relevant payment date (the “Calculation Period”) is equal to or shorter than the Determination Period (as defined below) during which the Calculation Period ends, the number of days in such Calculation Period divided by the product of (1) the number of days in such Determination Period and (2) the number of determination dates (each, a “Determination Date”) (as specified in the applicable Final Terms) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or

 

(ii) in the case of Notes where the Calculation Period is longer than the Determination Period during which the Calculation Period ends, the sum of:

 

(A) the number of days in such Calculation Period falling in the Determination Period in which the Calculation Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and

 

(B) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and

 

· in the case of Notes denominated in U.S. dollars, “ 30/360 ” meaning the number of days in the period from and including the most recent Interest Payment Date (or, if none, the Interest Commencement Date (as specified in the applicable Final Terms)) to but excluding the relevant payment date (such number of days being calculated on the basis of 12 30-day months) divided by 360.

 

Where:

 

Determination Period ” means the period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date (as specified in the applicable Final Terms) or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).

 

Fixed Interest Period ” means the period from (and including) an Interest Payment Date (or, if none, the Interest Commencement Date (as specified in the applicable Final Terms)) to (but excluding) the next (or first) Interest Payment Date.

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sub-unit ” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

 

5.2 Interest on Floating Rate Notes

 

(a) General

 

Each applicable Final Terms will specify certain terms with respect to which such Floating Rate Note is being delivered, including:

 

(i) whether such Floating Rate Note is a Regular Floating Rate Note, a Floating Rate/Fixed Rate Note or a Fixed Rate/Floating Rate Note;

 

(ii) the Interest Rate Basis, Initial Interest Rate, Interest Reset Dates, Interest Reset Period and Interest Payment Dates;

 

(iii) the Index Maturity;

 

(iv) the Spread, if any;

 

(v) the maximum interest rate and minimum interest rate, if any (provided that if no minimum interest rate is specified or if the Final Terms indicate that the minimum interest rate is not applicable, then the minimum interest rate shall be zero);

 

(vi) the Designated LIBOR Currency, if the specified Interest Rate Basis is LIBOR; and

 

(vii) the Designated CMT Reuters Page, if the specified Interest Rate Basis is CMT Rate.

 

The interest rate in effect on each day shall be:

 

(A) if such day is an Interest Reset Date, the interest rate determined on the Interest Determination Date immediately preceding such Interest Reset Date; or

 

(B) if such day is not an Interest Reset Date, the interest rate determined on the Interest Determination Date immediately preceding the next preceding Interest Reset Date.

 

(b) Regular Floating Rate Notes

 

A Regular Floating Rate Note bears interest at the rate determined by reference to the applicable Interest Rate Basis specified in the applicable Final Terms plus or minus the applicable Spread, if any.

 

Commencing on the first Interest Reset Date (the “ Initial Interest Reset Date ”), the rate at which interest on Regular Floating Rate Notes is payable shall be reset as of each Interest Reset Date specified in the applicable Final Terms, provided however:

 

(i) the interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate; and

 

(ii) the interest rate in effect for the ten calendar days immediately prior to the Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.
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(c) Floating Rate/Fixed Rate Notes and Fixed Rate/Floating Rate Notes

 

A Floating Rate/Fixed Rate Note initially bears interest at the rate determined by reference to the applicable Interest Rate Basis. The rate at which interest shall be payable shall be reset as of each Interest Reset Date commencing on the Initial Interest Reset Date. However:

 

(i) the interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate;

 

(ii) the interest rate in effect for the 10 calendar days immediately prior to the Fixed Rate Commencement Date specified in the applicable Final Terms shall be that in effect on the tenth calendar day preceding the Fixed Rate Commencement Date; and

 

(iii) the interest rate in effect commencing on, and including, the Fixed Rate Commencement Date to the Maturity Date shall be the Fixed Interest Rate, if such rate is specified in the applicable Final Terms, or if no such Fixed Interest Rate is so specified and the Floating Rate/Fixed Rate Note is still outstanding on such day, the interest rate in effect thereon on the day immediately preceding the Fixed Rate Commencement Date.

 

A Fixed Rate/Floating Rate Note initially bears interest at the Fixed Interest Rate specified in the applicable Final Terms. However:

 

(A) before the Floating Rate Commencement Date, the Fixed Interest Rate will be calculated in accordance with Condition 5.1 (“ Interest on Fixed Rate Notes ”) above;

 

(B) the interest rate in effect for the period from the Floating Rate Commencement Date to the Initial Interest Reset Date will be the Initial Interest Rate specified in the applicable Final Terms, or if no such Initial Interest Rate is so specified and the Fixed Rate/Floating Rate Note is still outstanding on such day, the interest rate in effect thereon on the day immediately preceding the Floating Rate Commencement Date; and

 

(C) the interest rate in effect for the ten calendar days immediately prior to the Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.

 

(d) Date of Interest Rate Change

 

The interest rate on each Floating Rate Note may be reset daily, weekly, monthly, quarterly, semi-annually or annually, as specified in the applicable Final Terms (this period is the “ Interest Reset Period ” and the first day of each Interest Reset Period is the “ Interest Reset Date ”).

 

If an Interest Reset Date (which term includes the term Initial Interest Reset Date unless the context otherwise requires) for any Floating Rate Note falls on a day that is not a Business Day, it will be postponed to the following Business Day, except that if that Business Day is in the next calendar month, the Interest Reset Date will be the immediately preceding Business Day, unless an alternative Business Day Convention is specified in the applicable Final Terms, in which case the Interest Reset Date will be adjusted in accordance with the Business Day Convention specified in the applicable Final Terms.

 

(e) How Interest is Calculated on Floating Rate Notes

 

General. The Issuer or the Guarantor will appoint a Calculation Agent to calculate interest rates on the Floating Rate Notes. Unless otherwise specified in the applicable Final Terms, The Bank of

47

New York Mellon will be the Calculation Agent for each Series of Floating Rate Notes. Floating Rate Notes will accrue interest from and including the Interest Commencement Date specified in the applicable Final Terms or the last date to which the Issuer has paid or provided for interest, to but excluding the applicable Interest Payment Date, as described below, or the Maturity Date, as the case may be. However, in the case of Registered Notes that are Floating Rate Notes on which the interest rate is reset daily or weekly, each interest payment will include interest accrued from and including the Interest Commencement Date specified in the applicable Final Terms or from but excluding the last Record Date to which interest has been paid, through and including the Record Date next preceding the applicable Interest Payment Date, and provided further that the interest payments on Floating Rate Notes made on the Maturity Date will include interest accrued to but excluding such Maturity Date. The Calculation Agent shall calculate the interest rate in accordance with the Conditions on or before each Calculation Date.

 

Floating Day Count Fraction. The amount of interest (the “ Interest Amount ”) payable on any Series of Floating Rate Notes shall be calculated with respect to each specified denomination of such Floating Rate Notes of such Series for the relevant Interest Reset Period. Each Interest Amount shall be calculated by applying the relevant Interest Rate Basis and Spread to each specified denomination and multiplying such sum by the applicable Floating Day Count Fraction.

 

Floating Day Count Fraction ” means, in respect of the calculation of the Interest Amount for any Interest Reset Period:

 

(a) if “Actual/Actual” or “Actual/Actual (ISDA)” is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 365 (or, if any proportion of that Interest Reset Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Reset Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Reset Period falling in a non-leap year divided by 365);

 

(b) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 365;

 

(c) if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

 

(d) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 360;

 

(e) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days in the Interest Reset Period divided by 360, calculated on a formula basis as follows:
     
     
       

 

where:

 

“Y 1 ” is the year, expressed as a number, in which the first day of the Interest Reset Period falls;

48

“Y 2 ” is the year, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;

 

“M 1 ” is the calendar month, expressed as a number, in which the first day of the Interest Reset Period falls;

 

“M 2 ” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;

 

“D 1 ” is the first calendar day, expressed as a number, of the Interest Reset Period, unless such number is 31, in which case D 1 will be 30; and

 

“D 2 ” is the calendar day, expressed as a number, immediately following the last day included in the Interest Reset Period, unless such number would be 31 and D 1 is greater than 29, in which case D 2 will be 30;

 

(f) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the Interest Reset Period divided by 360, calculated on a formula basis as follows:
     
     
       

 

where:

 

“Y 1 ” is the year, expressed as a number, in which the first day of the Interest Reset Period falls;

 

“Y 2 ” is the year, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;

 

“M 1 ” is the calendar month, expressed as a number, in which the first day of the Interest Reset Period falls;

 

“M 2 ” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;

 

“D 1 ” is the first calendar day, expressed as a number, of the Interest Reset Period, unless such number would be 31, in which case D 1 will be 30; and

 

“D 2 ” is the calendar day, expressed as a number, immediately following the last day included in the Interest Reset Period, unless such number would be 31, in which case D 2 will be 30; and

 

(g) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Reset Period divided by 360, calculated on a formula basis as follows:
     
     
       

 

where:

49

“Y 1 ” is the year, expressed as a number, in which the first day of the Interest Reset Period falls;

 

“Y 2 ” is the year, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;

 

“M 1 ” is the calendar month, expressed as a number, in which the first day of the Interest Reset Period falls;

 

“M 2 ” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;

 

“D 1 ” is the first calendar day, expressed as a number, of the Interest Reset Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D 1 will be 30; and

 

“D 2 ” is the calendar day, expressed as a number, immediately following the last day included in the Interest Reset Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D 2 will be 30.

 

Unless otherwise specified in the applicable Final Terms, the Floating Day Count Fraction in respect of the calculation of the Interest Amount on any Floating Rate Note will (a) in the case of a Note denominated in U.S. dollars be Actual/360 or (b) in the case of a Note denominated in any other Specified Currency, be Actual/Actual.

 

The Calculation Agent will round all percentages resulting from any calculation of the rate of interest on a Floating Rate Note, to the nearest l/100,000 of 1% (0.0000001), with five one-millionths of a percentage point rounded upward (e.g. 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)) and the Calculation Agent will round all currency amounts used in or resulting from any calculation to the nearest one-hundredth of a unit (with 0.005 of a unit being rounded upward).

 

The Calculation Agent will promptly notify the Fiscal Agent of each determination of the interest rate. The Calculation Agent will also notify the relevant stock exchange, competent authority and/or market (in the case of Notes that are listed or admitted to trading on or by a stock exchange, competent authority and/or market) and the Paying Agents of the interest rate, the interest amount, the Interest Reset Period and the Interest Payment Date related to each Interest Reset Date as soon as such information is available. The Paying Agents will make such information available to the holders of Notes. The Fiscal Agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect and, if determined, the interest rate which will become effective as a result of a determination made with respect to the most recent Interest Determination Date relating to such Note.

 

So long as any Notes are listed on or by any exchange, competent authority and/or market and the rules of such exchange(s), competent authority(ies) and/or market(s) so require, the Issuer and the Guarantor shall maintain a calculation agent for the Notes of such Issuer, and the Issuer will notify the holders of its Notes in the manner specified in Condition 14 (“ Notices ”) in the event that such Issuer appoints a calculation agent with respect to such Notes other than the Calculation Agent designated as such in the applicable Final Terms.

50
(f) Types of Floating Rate Notes

 

AUD BBSW Notes

 

Each AUD BBSW Note will bear interest at a specified rate that will be reset periodically based on AUD BBSW and any Spread.

 

AUD BBSW ” means, with respect to each Interest Determination Date, the rate for Australian Dollar bills of exchange for a period of the Index Maturity which appears on Reuters Screen 0#AUBBSW= Page as of 10.00 a.m. Sydney time, on that Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on the Reuters Screen 0#AUBBSW= Page, the rate for that Interest Determination Date will be the average mid rate for Australian Dollar bills of exchange having a tenor of the Index Maturity, which appears on the Reuters Screen BBSW Page at approximately 10.10 a.m., Sydney time, on the Interest Determination Date.

 

(b) If such rate does not appear on the Reuters Screen BBSW Page by 10.30 a.m., Sydney time, on the Interest Determination Date, then the rate will be the arithmetic mean of the mid of the bid and ask rates quoted by five of the BBSW Reference Banks to the Calculation Agent. The quotations will be for rates with the BBSW Reference Banks quoted or would have quoted at approximately 10.00 a.m., Sydney time, on the Interest Determination Date for Australian Dollar bills of exchange having a tenor of the Index Maturity and of the type specified for the purpose of quoting on the Reuters Screen BBSW Page.

 

(c) If AUD BBSW cannot be determined for an Interest Determination Date in accordance with the foregoing procedures, then the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.

 

CAD BA Notes

 

Each CAD BA Note will bear interest at a specified rate that will be reset periodically based on CAD BA and any Spread.

 

CAD BA ” means, with respect to any Interest Determination Date, the average rate for settlement rates for Canadian Dollar bankers acceptances for a period of the Index Maturity which appears on the Reuters Screen CAFIX= Page as of 10.00 a.m., Toronto time, on that Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on the Reuters Screen CAFIX= Page by 10.00 a.m., Toronto time, on the Interest Determination Date, the rate will be determined on the basis of the bid rates of the CAD BA Reference Banks for Canadian Dollar bankers acceptances for a period of the Index Maturity for settlement on that Interest Determination Date and in a Representative Amount accepted by the CAD BA Reference Banks as of 10.00 a.m., Toronto time, on that Interest Determination Date. The Calculation Agent will request the principal Toronto office of each of the CAD BA Reference Banks to provide a quotation of its rate.
51
(b) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the bid rates quoted by major banks in Toronto, selected by the Calculation Agent, for Canadian Dollar bankers acceptances for a period of the Index Maturity for settlement on that Interest Determination Date and in a Representative Amount accepted by those banks as of 10.00 a.m., Toronto time, on that Interest Determination Date.

 

(c) If the banks so selected by the Calculation Agent are not quoting, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.

 

CMS Rate Notes

 

Each CMS Rate Note will bear interest at a specified rate that will be reset periodically based on the CMS Rate and any Spread.

 

CMS Rate ” means the rate with respect to any Interest Determination Date will be the arithmetic mean of the bid and offered swap rate quotations published on Reuters Screen TGM42276 Page at 11.00 EST (16.00 GMT), for the Index Maturity as of 11.00 a.m. New York City time, on the Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If the rate is not published on the Reuters Screen TGM42276 Page as described above, the rate will be a percentage determined on the basis of the mid-market semi-annual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m., New York City time, on the Interest Determination Date and, for this purpose, the semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the Index Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a maturity of three months. The Calculation Agent will request the principal New York City office of each of the CMS Reference Banks to provide a quotation of its rate.

 

(b) If at least three quotations are provided, the rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).

 

(c) If three or fewer than three quotations are provided as requested, the rate for that Interest Determination Date will be the rate will be the same as the rate used for the prior Interest Reset Period.

 

CMT Rate Notes

 

Each CMT Rate note will bear interest at a specified rate that will be reset periodically based on the CMT Rate and any Spread.

 

CMT Rate ” means, with respect to any Interest Determination Date, the rate displayed on the Designated CMT Reuters Page specified in the applicable Final Terms under the caption “Treasury Constant Maturities”, under the column for the specified Index Maturity for:

52
(a) if the Designated CMT Reuters Page is FRBCMT, the rate for the Interest Determination Date; or

 

(b) if the Designated CMT Reuters Page is FEDCMT, the weekly or monthly average, as applicable, ended immediately preceding the week or month, as applicable, in which the Interest Determination Date occurs.

 

The following procedures will apply if the rate cannot be set as described above:

 

(i) If no page is specified, the rate is no longer displayed on the relevant page, or if it is not displayed by 3:00 p.m., New York City time on the Interest Determination Date, then the CMT Rate will be the Treasury constant maturity rate for the specified Index Maturity as published in the relevant H.15(519).

 

(ii) If the rate is no longer published in H.15(519), or is not published by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate for that determination date will be the Treasury constant maturity rate for the specified Index Maturity (or other U.S. Treasury rate for such Index Maturity for that Interest Determination Date) as may then be published by either the Federal Reserve Board or the U.S. Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Reuters Page and published in the relevant H.15(519).

 

(iii) If that information is not provided by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate will be calculated as a yield to maturity, based on the average of the secondary market closing bid side prices as of approximately 3:30 p.m., New York City time, on that Interest Determination Date reported, according to their written records, by three leading primary U.S. government securities dealers (each, a “ Reference Dealer ”) in the City of New York selected by the calculation agent. These dealers will be selected from five Reference Dealers selected by the calculation agent (after consultation with the Issuer and the Guarantor) using the following procedures:

 

· The calculation agent will eliminate the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), for the most recently issued direct noncallable fixed rate obligations of the United States (“ Treasury Notes ”) with an original maturity of approximately the specified Index Maturity and a remaining term to maturity of not less than the specified Index Maturity minus one year.

 

· If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the specified Index Maturity, the quotes for the Treasury Note with the shorter remaining term to maturity will be used.

 

(iv) If the calculation agent cannot obtain three Treasury note quotations, the CMT Rate will be calculated as a yield to maturity based on the average of the secondary market bid side prices as of approximately 3:30 p.m., New York City time, on that Interest Determination Date of three Reference Dealers in the City of New York selected by the calculation agent using the same method described above, for Treasury Notes with an original maturity of the number of years that is the next highest to the specified Index Maturity with a remaining term to maturity closest to such Index Maturity and in an amount of at least U.S.$100,000,000. If three or four (and not five) of the Reference Dealers are
53

providing quotes, then the CMT Rate will be based on the average of the offer prices obtained, and neither the highest nor the lowest of such quotes will be eliminated.

 

(v) If fewer than three Reference Dealers are providing quotes, the rate for that Interest Determination Date will be the rate will be the same as the rate used for the prior Interest Reset Period.

 

CZK PRIBOR Notes

 

Each CZK PRIBOR Note will bear interest at a specified rate that will be reset periodically based on CZK PRIBOR and any Spread.

 

CZK PRIBOR ” means, with respect to each Interest Determination Date, the rate for any Interest Determination Date shall be the offered rate for deposits in Czech Korunas having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen PRBO Page as of 11.00 a.m., Prague time, on that Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on the Reuters Screen PRBO Page as of 11.00 a.m., Prague time, on the Interest Determination Date, the rate will be determined on the basis of the rates at which deposits in Czech Korunas are offered by the Prague Reference Banks at approximately 11.00 a.m., Prague time, on the Interest Determination Date to prime banks in the Prague interbank market having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Amount. The Calculation Agent will request the principal Prague office of each of the Prague Reference Banks to provide a quotation of its rate.

 

(b) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by major banks in Prague, selected by the Calculation Agent, at approximately 11.00 a.m., Prague time, on that Interest Determination Date for loans in Czech Korunas to leading European banks having the Index Maturity specified in the applicable Final Terms commencing on the relevant Interest Reset Date and in a Representative Amount.

 

(c) If no rates are quoted by major banks in Prague, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

 

EURIBOR Notes

 

Each EURIBOR Note will bear interest at a specified rate that will be reset periodically based on EURIBOR and any Spread.

 

EURIBOR ” means, with respect to each Interest Determination Date, the rate for deposits in euro having the Index Maturity beginning on the relevant Interest Reset Date that appears on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on the relevant Interest Determination Date, then the Calculation Agent will request
54

the principal offices of four major banks in the Euro-zone selected by the Calculation Agent to provide such bank’s offered quotation to prime banks in the Euro-zone interbank market for deposits in euro having the Index Maturity beginning on the relevant Interest Reset Date as of 11:00 a.m., Brussels time, on such Interest Determination Date and in a Representative Amount. If at least two quotations are provided, EURIBOR for that date will be the arithmetic mean of the quotations.

 

(b) If fewer than two quotations are provided, EURIBOR will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the Calculation Agent, at approximately 11:00 a.m., Brussels time, on the Interest Determination Date for loans in euro to leading European banks for a period of time corresponding to the Index Maturity commencing on the Interest Reset Date and in a Representative Amount.

 

(c) If the banks so selected by the Calculation Agent are not quoting, the rate will be the same as the rate used for the prior Interest Reset Period.

 

Federal Funds Rate Notes

 

Each Federal Funds Rate Note will bear interest at a specified rate that will be reset periodically based on the Federal Funds Rate and any Spread.

 

Federal Funds Rate ” means, with respect to any Interest Determination Date, the rate on specified dates for federal funds published in H.15(519) prior to 11:00 a.m., New York City time, on the Interest Determination Date under the heading “Federal Funds Effective”, as such rate is displayed on Reuters Screen FEDFUNDS1 Page (or any other pages as may replace such pages on such service).

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If the rate does not appear on Reuters Screen FEDFUNDS1 Page (or any other pages as may replace such pages on such service) or is not published in H.15(519) prior to 11:00 a.m., New York City time, on the Interest Determination Date, then the Federal Funds Rate will be the rate on such Interest Determination Date published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Federal Funds (Effective)”.

 

(b) If the rate does not appear on Reuters Screen FEDFUNDS1 Page (or any other pages as may replace such pages on such service) or is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Interest Determination Date, the Federal Funds Rate will be calculated by the Calculation Agent specified in the applicable Final Terms and will be the arithmetic mean of the rates, as of 11:00 a.m., New York City time, on that Interest Determination Date, for the last transaction in overnight federal funds arranged by three leading brokers of federal funds transactions in the City of New York selected by the Calculation Agent.

 

(c) If fewer than three brokers are providing quotes, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.

 

HKD HIBOR Notes

 

Each HKD HIBOR Note will bear interest at a specified rate that will be reset periodically based on HKD-HIBOR and any Spread.

55

HKD-HIBOR ” means the rate for any Interest Determination Date shall be the rate for deposits in Hong Kong Dollars having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen HIBOR1=R Page (for an Index Maturity of one month to six months, inclusive) or the Reuters Screen HIBOR2=R Page (for an Index Maturity of seven months to one year, inclusive, in each case across from the caption “FIXING@11:00” as of 11.00 a.m. Hong Kong time, on the Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on the Reuters Screen HIBOR1=R or HIBOR2=R Page, as appropriate, the rate will be the rate for deposits in Hong Kong Dollars having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen HKABHIBOR Page as of 11:00 a.m., Hong Kong time, on that Interest Determination Date.

 

(b) If such rate does not appear on the Reuters Screen HKABHIBOR Page as described above, the rate will be determined on the basis of the rates at which deposits in Hong Kong Dollars are offered by the Hong Kong Reference Banks at approximately 11.00 a.m., Hong Kong time, on the Interest Determination Date to prime banks in the Hong Kong interbank market having the Index Maturity specified in the applicable Final Terms commencing on the relevant Interest Reset Date and in a Representative Amount. The Calculation Agent will request the principal Hong Kong office of each of the Hong Kong Reference Banks to provide a quotation of its rate.

 

(c) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by major banks in Hong Kong, selected by the Calculation Agent, at approximately 11.00 a.m., Hong Kong time, on that Interest Determination Date for loans in Hong Kong Dollars to leading European banks having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Amount.

 

(d) If no rates are quoted by major banks in Hong Kong, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

 

LIBOR Notes

 

Each LIBOR Note will bear interest at a specified rate that will be reset periodically based on LIBOR and any Spread.

 

LIBOR ” means, with respect to each Interest Determination Date, the rate for deposits in the Designated LIBOR Currency for a period of the Index Maturity beginning on the relevant Interest Determination Date that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on the relevant Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on the Designated LIBOR Page as of 11:00 a.m., London time on the relevant Interest Determination Date, then the rate will be determined on the basis of the rates at which deposits in the Designated LIBOR Currency are offered by the London Reference Banks at approximately 11.00 a.m., London time, on the relevant Interest Determination Date to prime banks in the London interbank market for a period
56

of the Index Maturity commencing on the relevant Interest Reset Date and in a Representative Amount. The Calculation Agent will request the principal London office of each of the London Reference Banks to provide a quotation of its rate.

 

(b) If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations. If fewer than two such quotations are provided as requested, LIBOR will be the arithmetic mean of the rates quoted by major banks in the relevant Principal Financial Centre, selected by the Calculation Agent, at approximately 11:00 a.m., Principal Financial Centre time, on the relevant Interest Reset Date for loans in the Designated LIBOR Currency to leading European banks having the Index Maturity specified in the applicable Final Terms commencing on the relevant Interest Reset Date, and in a Representative Amount.

 

(c) If the banks so selected by the Calculation Agent are not quoting, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.

 

MXN TIIE Notes

 

Each MXN TIIE Note will bear interest at a specified rate that will be reset periodically based on MXN TIIE Banxico and any Spread.

 

MXN TIIE Banxico ” means the rate for any Interest Determination Date shall be the Tasa de Interés Interbancaria de Equilibrio (Interbank Equilibrium Interest Rate) (“ TIIE ”) for Mexican Pesos having the Index Maturity specified in the applicable Final Terms which is published in the “Diario Oficial de la Federación” (Official Gazette of the Federation) by 11.00 a.m., Mexico City time on the Interest Determination Date. The rate may be replicated as set forth under the heading “TIIE” for the Index Maturity or its equivalent as published on the Banco de México’s website, or on the Reuters Screen MEX06 Page across from the caption “TIIE” for the Index Maturity or its equivalent, in either case as of 2.00 p.m., Mexico City time, on the day that is one Mexico City Business Day preceding the Interest Determination Date. In the event of any discrepancy between the rate published in the Diario Oficial de la Federación and the rate published on the Banco de México’s website, or on the Reuters Screen MEX06 Page on the day that is one Mexico City Business Day preceding the Interest Determination Date, the rate published in the Diario Oficial de la Federación will govern. For the avoidance of doubt, if the rate is not published in the Diario Oficial de la Federación, rates replicated on the Banco de México’s website or on the Reuters Screen MEX06 Page are not valid.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If the rate is not published in the Diario Oficial de la Federación as described above, the rate will be determined on the basis of the mid-market costs of funds of the Mexico City Reference Banks for Mexican Pesos having the Index Maturity commencing on the Interest Reset Date and in a Representative Amount at approximately 11.00 a.m., Mexico City time on the Interest Determination Date. The Calculation Agent will request the principal Mexico City office of each of the Mexico City Reference Banks to provide a quotation of its rate.

 

(b) If at least two quotations are provided, the rate for that Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Determination Date will be determined by the Calculation Agent, using a representative rate.
57
(c) If the rate cannot be determined by the Calculation Agent using a representative rate, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

 

NOK NIBOR Notes

 

Each NOK NIBOR Note will bear interest at a specified rate that will be reset periodically based on NOK-NIBOR and any Spread.

 

NOK-NIBOR ” means the rate for any Interest Determination Date shall be the rate for deposits in Norwegian Kroner having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen NIBR Page as of 12.00 noon, Oslo time, on the Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on the Reuters Screen NIBR Page as described above, the rate will be determined on the basis of the rates at which deposits in Norwegian Kroner are offered by the Oslo Reference Banks at approximately 12.00 noon, Oslo time, on the Interest Determination Date to prime banks in the Oslo interbank market having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Amount. The Calculation Agent will request the principal Oslo office of each of the Oslo Reference Banks to provide a quotation of its rate.

 

(b) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by major banks in Oslo, selected by the Calculation Agent, at approximately 12.00 noon, Oslo time, on that Interest Reset Date for loans in Norwegian Kroner to leading European banks having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Amount.

 

(c) If no rates are quoted by major banks in Oslo, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

 

Prime Rate Notes

 

Each Prime Rate Note will bear interest at a specified rate that will be reset periodically based on the Prime Rate and any Spread.

 

Prime Rate ” means, with respect to any Interest Determination Date, the rate set forth on that Interest Determination Date in H.15(519) under the heading “Bank Prime Loan”.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If the rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Interest Determination Date, then the Prime Rate will be the rate as published on such Interest Determination Date in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate under the caption “Bank Prime Loan”.

 

(b) If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Interest Determination Date,
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then the Prime Rate will be the arithmetic mean of the rates publicly announced by each bank on the Reuters Screen USPRIME1 Page as such bank’s prime rate or base lending rate for that Interest Determination Date.

 

(c) If fewer than four, but more than one, rates appear on the Reuters Screen USPRIME1 Page, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on the Interest Determination Date by four major money centre banks in the City of New York selected by the Calculation Agent from which quotations are requested. For the purposes of making the foregoing determination, each change in the prime rate or base lending rate of any bank so announced by such bank will be effective as of the effective date specified in the announcement, or if no effective date is specified, as of the date of the announcement.

 

(d) If fewer than two rates appear, the Prime Rate will be determined as the arithmetic mean on the basis of the prime rates or base lending rates quoted in the City of New York by the appropriate number of substitute banks or trust companies organised and doing business under the laws of the United States, or any State thereof, each having total equity capital of at least U.S.$500 million and being subject to supervision or examination by a Federal or State authority, as selected by the Calculation Agent.

 

(e) If no banks are providing quotes, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

 

SEK STIBOR Notes

 

Each SEK STIBOR Note will bear interest at a specified rate that will be reset periodically based on SEK STIBOR and any Spread.

 

SEK STIBOR ” means the rate for any Interest Determination Date shall be the rate for deposits in Swedish Kronor for a period equal to the Index Maturity which appears on the Reuters Screen SIDE Page under the caption “FIXINGS” as of 11:00 a.m., Stockholm time, on the relevant Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on Reuters Screen SIDE Page under the caption “FIXINGS” as of 11:00 a.m., Stockholm time, on the relevant Interest Determination Date, then the Calculation Agent will request the principal Stockholm office of four major banks in the Stockholm interbank market selected by the Calculation Agent to provide such bank’s offered quotation of its rate to prime banks in the Stockholm interbank market for deposits in Swedish Kronor having the Index Maturity commencing on the relevant Interest Reset Date as of approximately 11:00 a.m., Stockholm time, on such Interest Determination Date and in a Representative Amount. If at least two quotations are provided, SEK STIBOR for that date will be the arithmetic mean of the quotations.

 

(b) If fewer than two quotations are provided, SEK STIBOR will be the arithmetic mean of the rates quoted by major banks in Stockholm selected by the Calculation Agent, at approximately 11:00 a.m., Stockholm time, on the Interest Determination Date for loans in Swedish Kronor to leading European banks for a period of time corresponding to the
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Index Maturity commencing on the relevant Interest Reset Date and in a Representative Amount.

 

(c) If no rates are quoted by major banks in the Stockholm interbank market, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

 

Treasury Rate Notes

 

Each Treasury Rate Note will bear interest at a specified rate that will be revised periodically based on the Treasury Rate and any Spread.

 

Treasury Rate ” means, with respect to any Interest Determination Date, the rate for the most recent auction of direct obligations of the United States (“ Treasury bills ”) having the specified Index Maturity as it appears under the caption “INVEST RATE” on either Reuters Screen USAUCTION10 Page or Reuters Screen USAUCTION11 Page (or any other pages as may replace such pages on such service).

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If the rate is not so published by 3:00 p.m., New York City time, on the Interest Determination Date, the rate will be the auction average rate for such Treasury bills (expressed as a bond equivalent, on the basis of a year of 365 or 366 days as applicable, and applied on a daily basis) for such auction as otherwise announced by the U.S. Department of the Treasury.

 

(b) If the results of the auction of Treasury bills are not so published by 3:00 p.m., New York City time, on the Interest Determination Date, or if no such auction is held in the five Business Days preceding such Interest Determination Date, then the Treasury Rate will be the rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on such Interest Determination Date of such Treasury bills having the specified Index Maturity as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Auction high”.

 

(c) If such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on the related Interest Determination Date, the rate on such Interest Determination Date of such Treasury bills will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction high”.

 

(d) If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, then the Treasury Rate will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m., New York City time, on the Interest Determination Date, of three leading primary U.S. government securities dealers in the City of New York selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity.

 

(e) If fewer than three dealers are providing quotes, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.
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TRYIBOR Notes

 

Each TRYIBOR Note will bear interest at a specified rate that will be reset periodically based on TRYIBOR and any Spread.

 

TRYIBOR ” means the rate for any Interest Determination Date shall be the TRYIBOR rate for a period equal to the Index Maturity which appears on the Reuters page TRLIBOR01 as of 11:00 a.m., Istanbul time, on the relevant Interest Determination Date.

 

The following procedures will apply if the rate cannot be set as described above:

 

(a) If such rate does not appear on Reuters page TRLIBOR01 as of 11:00 a.m., Istanbul time, on the relevant Interest Determination Date, then the Calculation Agent will use the overnight TRYIBOR fixing rate as displayed on web page www.trlibor.org .

 

(b) If no rate is available from web page www.trlibor.org or such web page ceases to exist, then the Calculation Agent shall calculate a rate equal to the arithmetic average of the Turkish Lira deposit rates (offer side) having a maturity equal to the Index Maturity, expressed as a percentage, as quoted to the Calculation Agent, as a non-Turkish investor, by a minimum of three major banks with offices in Istanbul as the Calculation Agent shall, in its sole and absolute discretion, select at or around 11:00 am Istanbul time on such date.

 

(c) In the event that three such quotations for Turkish Lira deposit rates (offer side) having a maturity equal to the Index Maturity are not available, then the rate shall be calculated using the average of the quotations for the Turkish Lira deposit rates (offer side) having a maturity equal to the Index Maturity obtained (or if only one quotation is available, that quotation).

 

(d) If no such quotations are available, then the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.

 

Minimum and Maximum Interest Rates

 

Notwithstanding the foregoing, the interest rate shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified in the applicable Final Terms.

 

If no Minimum Interest Rate is specified in the applicable Final Terms, then the minimum interest rate will be zero.

 

The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States federal law of general application.

 

Provision of interest rate

 

At the request of the holder hereof, the Calculation Agent will provide to the holder of this Note the interest rate then in effect and, if determined, the interest rate that will become effective as of the next Interest Reset Date.

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Linear Interpolation

 

Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the rate of interest for such Interest Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Interest Rate Basis, one of which shall be determined as if the Index Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Index Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.

 

5.3 Adjustment of rate of interest for Fixed Rate Notes and Floating Rate Notes

 

If Adjustment of rate of interest is specified as being applicable in the applicable Final Terms, then from and including the first Interest Payment Date following any Adjustment Date specified in the applicable Final Terms, the Fixed Interest Rate (in the case of Fixed Rate Notes) or the Spread (in the case of Floating Rate Notes) that was applicable immediately before that Adjustment Date shall be increased or decreased by the Adjustment Margin applicable to that Adjustment Date, as specified in the applicable Final Terms. For the avoidance of doubt, the number of Adjustment Dates is unlimited.

 

5.4 Original Issue Discount Notes

 

Original Issue Discount Notes are Notes issued at more than a de minimis discount from the principal amount payable at maturity.

 

5.5 Interest on Amortizing Notes

 

In the case of an Amortizing Note (other than an Amortizing Note which is an Original Issue Discount Note), interest will accrue as aforesaid on the original nominal amount of such Note less all Installment Amounts which have been repaid.

 

5.6 Definitions

 

For the purposes of these Conditions, the following terms have the following meanings:

 

BBSW Reference Banks ” means the financial institutions authorized to quote on the Reuters Screen BBSW Page.

 

Business Day ” means any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in each of: (i) the principal financial centre of the country in which the Issuer is incorporated (for this purpose, the principal financial centre of the United States is New York, the principal financial centre of Australia is Sydney and the principal financial centre of Ireland is Dublin); (ii) the Principal Financial Centre of the country of the currency in which the Notes are denominated (if the Note is denominated in a Specified Currency other than euro); (iii) London, England; (iv) the City of New York; and (v) any Additional Business Centre specified in the applicable Final Terms; provided, however, that with respect to Notes denominated in euro, such day is also a TARGET Settlement Day.

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Business Day Convention ” means the Floating Rate Convention, the Following Business Day Convention, the Modified Following Business Day Convention or the Preceding Business Day Convention, as specified in the applicable Final Terms.

 

CAD BA Reference Banks ” means four major Canadian Schedule 1 chartered banks selected by the Calculation Agent.

 

Calculation Date ” pertaining to any Interest Determination Date means the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be.

 

CMS Reference Banks ” means five leading swap dealers in the New York City interbank market selected by the Calculation Agent.

 

Designated EURIBOR Page ” means Capital Markets Report Screen EURIBOR01 of Reuters, or any other page as may replace such page on such service.

 

Designated LIBOR Currency ” means the currency (including composite currencies and euro) specified in the Final Terms as to which LIBOR shall be calculated. If no such currency is specified in the Final Terms, the Designated LIBOR Currency shall be U.S. dollars, in each case including any successor or replacement currency.

 

Designated LIBOR Page ” means Reuters Screen LIBOR01 Page (in the case of Notes denominated in euro, Sterling or U.S. dollars), Reuters Screen 3750 Page (in the case of Notes denominated in Japanese Yen), Reuters Screen LIBOR02 Page (in the case of Notes denominated in Swiss Francs) or in any such case or in any other case such other page as may be specified in the Final Terms (or in each case, any other page as may replace such page on such service).

 

EURIBOR ” means the Euro-zone Inter-bank Offered Rate for deposits in a specified currency.

 

Euro-zone ” means the region comprised of the member states of the European Union that adopt the euro as their single currency in accordance with the Treaty establishing the European Communities, as amended.

 

Floating Rate Convention ” means any Interest Payment Date or Interest Reset Date shall be adjusted as follows:

 

(a) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date or Interest Reset Date should occur, then such Interest Payment Date or Interest Reset Date shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis ; or

 

(b) if an Interest Payment Date or Interest Reset Date would otherwise fall on a day which is not a Business Day, then such Interest Payment Date or Interest Reset Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date or Interest Reset Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date or Interest Reset Date shall be the last Business Day in the month which falls the Interest Payment Period after the preceding applicable Interest Payment Date or Interest Reset Date occurred.

 

Following Business Day Convention ” means that (a) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date or Interest Reset Date should occur or (b) if any Interest

63

Payment Date or Interest Reset Date would otherwise fall on a day which is not a Business Day, then such Interest Payment Date or Interest Reset Date shall be postponed to the next day which is a Business Day.

 

H.15(519) ” means the publication entitled “Statistical Release H.15(519), Selected Interest Rates”, or any successor publication published by the Board of Governors of the United States Federal Reserve System.

 

H.15 Daily Update ” means the daily update of H.15(519), available through the website of the Board of Governors of the United States Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor service.

 

Hong Kong Reference Banks ” means four major banks in the Hong Kong interbank market selected by the Calculation Agent.

 

Index Maturity ” will be specified in the applicable Final Terms and means the period to maturity of the instrument, obligation or index with respect to which the Calculation Agent will calculate the Interest Rate Basis.

 

Interest Determination Date ” means:

 

(a) for AUD BBSW Notes, CAD BA Notes, HKD HIBOR Notes and MXN TIIE Notes, the applicable Interest Reset Date;

 

(b) for CMS Rate Notes, the day that is two U.S. Government Securities Business Days preceding the applicable Interest Reset Date;

 

(c) for CZK PRIBOR Notes, the second Prague Business Day preceding each Interest Reset Date;

 

(d) for Federal Funds Rate Notes, Prime Rate Notes and CMT Rate Notes, the second Business Day preceding each Interest Reset Date for the related Note;

 

(e) for LIBOR Notes, the second London Business Day preceding each Interest Reset Date, unless the Designated LIBOR Currency is (i) Sterling, in which case the Interest Determination Date will be the applicable Interest Reset Date, or (ii) euro, in which case the Interest Determination Date will be the second TARGET Settlement Day preceding such Interest Reset Date;

 

(f) for EURIBOR Notes, the second TARGET Settlement Day preceding each Interest Reset Date for the related Notes;

 

(g) for NOK NIBOR Notes, the second Oslo Business Day preceding each Interest Reset Date;

 

(h) for SEK STIBOR Notes, the second Stockholm Business Day preceding each Interest Reset Date;

 

(i) for Treasury Rate Notes, the day in the week in which the related Interest Reset Date falls on which day Treasury Bills are normally auctioned (Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the related Interest Reset Date, the related Interest Determination Date will be such preceding Friday; and provided, further, that if an auction falls on any Interest Reset Date, then the related Interest Reset Date will instead be the first Business Day following such auction; and

 

(j) for TRYIBOR Notes, the second Istanbul Business Day preceding each Interest Reset Date.
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Interest Payment Date ” means the Interest Payment Date(s) specified in the applicable Final Terms, as adjusted in accordance with Condition 6.5 (“ Payment Days ”).

 

Interest Period ” means the period from (and including) an Interest Payment Date (or the Original Issue Date) to (but excluding) the next (or first) Interest Payment Date.

 

Istanbul Business Day ” means any day on which commercial banks are open for business and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Istanbul.

 

LIBOR ” means the London Inter-bank Offered Rate for deposits in a specified currency.

 

London Business Day ” means any day on which commercial banks are open for business (including dealings in the Designated LIBOR Currency) in London, England.

 

London Reference Banks ” means four major banks in the London interbank market selected by the Calculation Agent.

 

Mexico City Business Day ” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Mexico City.

 

Mexico City Reference Banks ” means the banks designated as Market Makers ( Formadores de Mercado ) by the Ministry of Finance and Public Credit, as published on the Ministry of Finance and Public Credit’s website at http://www.shcp.gob.mx. If fewer than five banks are designated Market Makers by the Ministry of Finance and Public Credit, the Mexico City Reference Banks will be those banks so designated as Market Makers and other major banks in the Mexican interbank market as selected by the Calculation Agent. If no banks are so designated by the Ministry of Finance and Public Credit or its website at http://www.shcp.gob.mx is unavailable, the Mexico City Reference Banks will be five major banks in the Mexican interbank market as selected by the Calculation Agent.

 

Modified Following Business Day Convention ” means that (a) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date or Interest Reset Date should occur or (b) if any Interest Payment Date or Interest Reset Date would otherwise fall on a day which is not a Business Day, then such Interest Payment Date or Interest Reset Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date or Interest Reset Date shall be brought forward to the immediately preceding Business Day.

 

Money Market Yield ” means a yield (expressed as a percentage) calculated in accordance with the following formula:

 

Money Market Yield =

 

where “ D ” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and “ M ” refers to the actual number of days in the period for which interest is being calculated.

 

Oslo Business Day ” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Oslo.

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Oslo Reference Banks ” means four major banks in the Oslo interbank market selected by the Calculation Agent.

 

Prague Business Day ” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Prague.

 

Prague Reference Banks ” means four major banks in the Prague interbank market selected by the Calculation Agent.

 

Preceding Business Day Convention ” means that (a) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date or Interest Reset Date should occur or (b) if any Interest Payment Date or Interest Reset Date would otherwise fall on a day which is not a Business Day, then such Interest Payment Date or Interest Reset Date shall be brought forward to the immediately preceding Business Day.

 

Principal Financial Centre ” means (i) the capital of the country issuing the currency in which the Notes are denominated or (ii) the capital city of the country to which the Designated LIBOR Currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to the following currencies, the Principal Financial Centre will be as indicated below:

 

 

 

Currency Principal Financial Centre
United States Dollars City of New York
Australian Dollars Sydney and Melbourne
Canadian Dollars Toronto
New Zealand Dollars Auckland and Wellington
Norwegian Krone Oslo
South African Rand Johannesburg
Swedish Krona Stockholm
Swiss Francs Zurich

 

Representative Amount ” means a principal amount of not less than U.S.$1,000,000 (or its foreign currency equivalent) that in the Calculation Agent’s judgment is representative for a single transaction in the relevant currency in which related Notes are issued in such market at such time.

 

Reuters ” means Thomson Reuters Corporation or any successor service.

 

Reuters Screen ” means, when used in connection with any designated page, the display page so designated on the Reuters service or any successor service.

 

Reuters Screen PRIME 1 Page ” means the display on the Reuter Monitor Money Rates Service (or any successor service) on the “US PRIME 1” page (or such other page as may replace the US PRIME 1 page on such service) for the purpose of displaying prime rates or base lending rates of major United States banks.

 

Spread ” means the number of basis points expressed as a percentage (one basis point equals one-hundredth of a percentage point) that the Calculation Agent will add or subtract from the related Interest Rate Basis or Bases applicable to a Floating Rate Note.

 

Sterling ” means pounds sterling.

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Stockholm Business Day ” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Stockholm.

 

TARGET Settlement Day ” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (“ TARGET2 ”) system is open.

 

U.S. Government Securities Business Day ” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

 

U.S. dollars ”, “ $ ” and “ U.S.$ ” means United States dollars.

 

USD-LIBOR-BBA ” means, for any date, the rate for deposits in U.S. dollars for a period of the Index Maturity which appears on the Reuters Screen LIBOR01 as of 11.00 a.m., London time, on the day that is two London Business Days preceding that date.

 

6. Payments

 

6.1 Payments in respect of Bearer Notes

 

Interest, if any, payable on a Bearer Note represented by a Temporary Bearer Global Note or any portion thereof in respect of an Interest Payment Date will be paid in the Specified Currency to each of Euroclear and Clearstream, Luxembourg or any other recognized or agreed clearing system, as the case may be, with respect to that portion of such Temporary Bearer Global Note held for its account (upon presentation to the Fiscal Agent of the Temporary Bearer Global Note if the Temporary Bearer Global Note is not issued in NGN form) and upon delivery of an Ownership Certificate (as defined below) signed by Euroclear or Clearstream, Luxembourg, as the case may be, dated no earlier than such Interest Payment Date, which certificate must be based on ownership certificates provided to Euroclear or Clearstream, Luxembourg, as the case may be, by its member organisations.

 

In the event of redemption or acceleration of all or any part of any Temporary Bearer Global Note prior to its Exchange Date, holders will be entitled to receive payment on or after the date fixed for such redemption or on which such acceleration occurs upon compliance by such holders and Euroclear, Clearstream, Luxembourg or such other clearing system, as applicable, with the provisions of the preceding paragraph of this Condition 6.1 (“ Payments in respect of Bearer Notes ”).

 

For the purposes of these Conditions:

 

· Exchange Date ” shall mean the first Business Day that is at least 40 days after the issue date of such Series; provided that in the event a tranche of Additional Notes of the same Series is issued prior to the Exchange Date of a prior Tranche of such Series (as such Exchange Date may have been extended pursuant to this sentence), such Exchange Date shall be extended (or further extended, as the case may be) to a date not earlier than 40 days after the issue date of such subsequent Tranche; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. No such exchange will be made on a day that is not a London Business Day, but shall instead be made on the next succeeding day that is a London Business Day.

 

· Ownership Certificate ” means a certificate, signed or sent by the beneficial owner of the relevant Bearer Note or by a financial institution or clearing organisation through which the
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beneficial owner holds the Bearer Notes to the effect that the relevant Bearer Note or portion thereof is owned by (i) a person that is not a United States person; (ii) a Qualifying Foreign Branch; (iii) a United States person who acquired the Bearer Notes through a Qualifying Foreign Branch and who holds the Bearer Notes through such Qualifying Foreign Branch on the date of certification; or (iv) a financial institution for purposes of resale during the Restricted Period and such financial institution (whether or not also described in clause (i), (ii) or (iii)) certifies that it has not acquired the Bearer Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States;

 

· Qualifying Foreign Branch ” means a branch of a United States financial institution, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv), located outside the United States that is purchasing for its own account or for resale, and that has agreed, as a condition of purchase, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations thereunder;

 

· Restricted Period ” with respect to each Tranche of Notes means the period which begins on the earlier of the settlement date (or the date on which the Issuer receives the proceeds of the sale of Bearer Notes of such Tranche), or the first date on which the Bearer Notes of such Tranche are offered to persons other than the Dealers, and which ends 40 days after the settlement date (or the date on which the Issuer receives the proceeds of the sale of such Bearer Notes); provided that with respect to a Bearer Note held as part of an unsold allotment or subscription, any offer or sale of such Bearer Note by the Issuer or any Dealer shall be deemed to be during the Restricted Period;

 

· United States ” means the United States (including the States and the District of Columbia), its territories and its possessions; and

 

· United States person ” means: (i) a citizen or resident of the United States; (ii) a corporation, partnership or other entity created or organised in or under the laws of the United States or any political subdivision thereof; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

 

Each of Euroclear and Clearstream, Luxembourg, as the case may be, will in such circumstances credit the interest received by it in respect of such Temporary Bearer Global Note or any portion thereof to the accounts of the beneficial owners thereof.

 

If this Note is represented by a Permanent Bearer Global Note, principal and premium, if any, and interest, if any, on this Permanent Bearer Global Note, in respect of an Interest Payment Date, will be paid (upon presentation to the Fiscal Agent of the Permanent Bearer Global Note if the Permanent Bearer Global Note is not issued in NGN form) in the Specified Currency to each of Euroclear and Clearstream, Luxembourg, as the case may be, with respect to that portion of such Permanent Bearer Global Note held for its account.

 

Each of Euroclear and Clearstream, Luxembourg will in such circumstances credit such principal and any interest received by it in respect of such Permanent Bearer Global Note to the respective accounts of the beneficial owners of such Permanent Bearer Global Note at maturity, redemption or repayment or on such Interest Payment Date, as the case may be.

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If a Registered Note is issued in exchange for a Permanent Bearer Global Note after the close of business at the office or agency where such exchange occurs (a) on or after any Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (b) on or after any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of defaulted interest, any interest or defaulted interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Note, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to Euroclear and Clearstream, Luxembourg, and Euroclear and Clearstream, Luxembourg will in such circumstances credit any such interest to the account of the beneficial owner of such Permanent Bearer Global Note on such Record Date or Special Record Date, as the case may be.

 

If this Note is a Bearer Note, payment of principal and of premium, if any, and interest due at maturity or upon redemption or repayment will be made in immediately available funds in the Specified Currency, subject to any applicable laws and regulations, only against presentation and surrender of such Note and any Coupons (if, in the case of a Permanent Bearer Global Note, such Permanent Bearer Global Note is not issued in NGN form) at the offices of a Paying Agent outside the United States or, at the option of the holder and subject to applicable laws and regulations, by cheque or by wire transfer of immediately available funds to an account denominated in the currency in which such payment is to be made maintained by the payee with a bank located outside the United States if appropriate wire instructions have been received by a Paying Agent not less than 10 calendar days prior to an applicable payment date.

 

Payment of interest on definitive Bearer Notes due on any Interest Payment Date will be made only against presentation and surrender of the Coupon relating to such Interest Payment Date at the offices of a Paying Agent outside the United States or, at the option of the holder, by cheque or by wire transfer of immediately available funds to an account denominated in the currency in which such payment is to be made maintained by the payee with a bank located outside the United States if appropriate wire instructions have been received by a Paying Agent not less than ten calendar days prior to an applicable payment date.

 

No payment on any Bearer Note or Coupon will be made upon presentation of such Bearer Note or Coupon at an agency of the relevant Issuer or the Guarantor, as the case may be, within the United States or (in the case of Notes issued by an Issuer other than GE Capital) within the country of incorporation or organization of the relevant Issuer, nor will any payment be made by transfer to an account in, or by check mailed to an address in, the United States or (in the case of Notes issued by an Issuer other than GE Capital) in the country of incorporation or organization of the relevant Issuer unless pursuant to applicable United States law or the laws or regulations of the country of incorporation or organization of the relevant Issuer or any political subdivision thereof or therein (in the case of Notes issued by an Issuer other than GE Capital) then in effect, such payment can be made without adverse tax consequences to such Issuer.

 

Notwithstanding the foregoing:

 

(a) payments of principal and of premium, if any, and interest on Bearer Notes denominated and payable in U.S. dollars (as defined below) and Coupons appertaining thereto will be made at an office of the paying agent of the Issuer or the Guarantor, as the case may be, in the Borough of Manhattan, City of New York, if and only if (i) payment of the full amount thereof in U.S. dollars at all offices or agencies outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions and (ii) such paying agent in the Borough of Manhattan, City of New York, under applicable law and regulations, would be able to make such payment;

 

(b) if the full amount of any payment on Bearer Notes denominated in Canadian Dollars and Coupons appertaining thereto may not be made at an office of any designated paying agent outside of Canada because such payment would be illegal or effectively precluded due to the imposition of
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exchange controls or other similar restrictions on the full payment or receipt of such amounts in Canadian Dollars, then the Issuer shall designate a paying agent in the city of Toronto from which such payments shall be made, if permitted by applicable laws and regulations;

 

(c) if the full amount of any payment on Bearer Notes denominated in Australian Dollars and Coupons appertaining thereto may not be made at an office of any designated paying agent outside of Australia because such payment would be illegal or effectively precluded due to the imposition of exchange controls or other similar restrictions on the full payment or receipt of such amounts in Australian Dollars, then the Issuer shall designate a paying agent in Sydney or Melbourne from which such payments shall be made, if permitted by applicable laws and regulations; and

 

(d) if this Note has been issued by an Issuer other than GE Capital, payments in currencies other than U.S. dollars, Canadian Dollars and Australian Dollars on Bearer Notes and Coupons appertaining thereto may be made at such location within the country of incorporation or organization of the Issuer (other than the United States) as permitted by applicable laws and regulations of such country or any political subdivision thereof or therein.

 

Payments of installments of principal in respect of Amortizing Notes in definitive bearer form, other than the final installment, will (subject as provided below) be made in the manner provided above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraphs. Payment of the final installment will be made in the manner provided above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant definitive Bearer Note. Each Receipt must be presented for payment of the relevant installment together with the definitive Bearer Note to which it appertains. Receipts presented without the definitive Bearer Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

 

6.2 Payments in respect of Registered Notes

 

Payment of principal and of premium, if any, and interest on Registered Notes (whether or not in global form) at maturity or upon redemption or repayment will be made in immediately available funds in the Specified Currency except as provided under Condition 4 (“ Redenomination ”) and Condition 6.4 (“ Payments in respect of Notes denominated in a Specified Currency other than U.S. dollars ”) upon presentation and surrender of a Registered Note by the registered owners of such Note at the office or agency of a Paying Agent outside the United States.

 

The first payment of interest on any Registered Note originally issued between a Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Record Date. Such interest will be payable by the Issuer to the registered owner on such next Record Date.

 

Payments on Registered Notes will be made to the person in whose name such Note is registered at the close of business on the Record Date (as defined below) with respect to any Interest Payment Date notwithstanding the cancellation of a Registered Note upon any registration of transfer or exchange subsequent to the Record Date and prior to such Interest Payment Date either by cheque mailed to the address of the person entitled thereto as such address shall appear in the security register or, at the option of any holder of U.S.$5,000,000 (or the equivalent thereof in one or more foreign or composite currencies) or more aggregate principal amount of Registered Notes of any Series and subject to applicable laws and regulations, by wire transfer to an account denominated in the currency in which such payment is to be made and selected by the person entitled thereto if appropriate wire instructions have been received by the

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Paying Agent not less than 10 calendar days prior to the applicable payment date; provided, however, that (i) if and to the extent either the Issuer or the Guarantor shall default in the payment of interest on an Interest Payment Date, such defaulted interest shall be paid to the person in whose name such Registered Note is registered at the close of business on a subsequent date (the “ Special Record Date ”) established by notice given by mail by or on behalf of the Issuer or the Guarantor to the holders of such Registered Notes not less than 15 calendar days preceding such subsequent Special Record Date, such Special Record Date to be not less than five calendar days preceding the date of payment of such defaulted interest and (ii) interest payable at maturity, redemption or repayment will be payable to the person to whom principal shall be payable.

 

The term “ Record Date ” shall mean (1) if the Notes issued are Global Notes, then one ICSD Business Day prior to each payment date; or (2) in all other cases, the date falling 15 calendar days prior to each payment date. The term “ ICSD Business Day ” shall mean any weekday (Monday to Friday, inclusive) except December 25 and January 1 in each year.

 

6.3 Payments in certain Specified Currencies

 

If the Specified Currency of this Note is other than U.S. dollars (in the case of Notes issued by GE Capital or GE Capital Australia Funding) or other than U.S. dollars or Sterling (as defined below) (in the case of Notes issued by GE Capital European Funding or GE Capital UK Funding), then, except as provided in Condition 6.4 (“ Payments in respect of Notes denominated in a Specified Currency other than U.S. dollars ”), payment of the principal of and premium, if any, and interest on this Note will be made in such Specified Currency either by a cheque drawn on a bank in London, Luxembourg or a city in the country of such Specified Currency or by wire transfer of immediately available funds to an account maintained by the Noteholder with a bank located outside the United States if appropriate wire transfer instructions in writing have been received by the Fiscal Agent or any Paying Agent not less than ten days prior to the applicable Interest Payment Date.

 

If the Specified Currency of this Note is U.S. dollars, any payment of the principal of and premium, if any, and interest on this Note will be made, subject to applicable laws and regulations, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts either by a cheque drawn on a bank in the City of New York mailed to an address outside the United States furnished by the holder or by wire transfer of immediately available funds to an account maintained by the holder of this Note with a bank located outside the United States if appropriate wire transfer instructions have been received by the Fiscal Agent or any Paying Agent not less than ten days prior to the applicable payment date. Notwithstanding the foregoing, in the event that payment in U.S. dollars of the full amount payable on this Note at the offices of all Paying Agents would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Note will be made by a paying agency in the United States, if such paying agency, under applicable law and regulations, would be able to make such payment.

 

If the Specified Currency of this Note is Sterling (in the case of a Note issued by GE Capital European Funding or GE Capital UK Funding), any payment of the principal of and premium, if any, and interest on this Note will be made, subject to applicable laws and regulations, in such coin or currency of the United Kingdom as at the time of payment is legal tender for payment of public and private debts either by a check drawn on a bank in the City of London mailed to an address outside the United States furnished by the holder or by wire transfer of immediately available funds to an account maintained by the holder of this Note with a bank located outside the United States if appropriate wire transfer instructions have been received by the Fiscal Agent or any Paying Agent not less than ten days prior to the applicable payment date. Notwithstanding the foregoing, in the event that payment in Sterling of the full amount payable on this Note at the offices of all Paying Agents would be illegal or effectively precluded as a result of

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exchange controls or similar restrictions, payment on this Note will be made by a paying agency in Ireland, if such paying agency, under applicable law and regulations, would be able to make such a payment.

 

6.4 Payments in respect of Notes denominated in a Specified Currency other than U.S. dollars

 

Payments of principal, premium, if any, and interest, if any, on any Note denominated in a Specified Currency other than U.S. dollars shall, if on any payment date such Specified Currency (a) is unavailable due to imposition of exchange controls or other circumstances beyond the Issuer or the Guarantor’s control or (b) is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions in that country or within the international banking community, be made in an alternate currency selected by the Issuer. Such payments shall be made in such alternate currency on such payment date and on all subsequent payment dates until such Specified Currency is again available or so used as determined by the Issuer or the Guarantor.

 

Amounts so payable on any such date in such Specified Currency shall be converted into the alternate currency selected by the Issuer at a rate determined by the Exchange Rate Agent on the basis of the most recently available Market Exchange Rate. The Exchange Rate Agent at the date of the Fiscal Agency Agreement is The Bank of New York Mellon. Any payment required to be made on Notes denominated in a Specified Currency other than U.S. dollars that is instead made in the alternate currency selected by the Issuer under the circumstances described above will not constitute a default of any obligation of the Issuer or the Guarantor under such Notes.

 

The provisions of the two preceding paragraphs shall not apply in the event of the introduction in the country issuing any Specified Currency of the euro pursuant to the entry of such country into European Economic and Monetary Union. In this situation, payments of principal, premium, if any, and interest, if any, on any Note denominated in any such Specified Currency shall be effected in euro at such time as is required by, and otherwise in conformity with, legally applicable measures adopted with reference to such country’s entry into European Economic and Monetary Union, pursuant to Condition 4 (“ Redenomination ”).

 

For the purposes of these Conditions, the “ Market Exchange Rate ” with respect to any currency other than U.S. dollars means, for any day, the noon U.S. dollar buying rate in the City of New York on such day for cable transfers of such currency as published by the Federal Reserve Bank of New York, or, if such rate is not published for such day, the equivalent rate as determined by the Exchange Rate Agent.

 

6.5 Payment Days

 

If any scheduled Interest Payment Date other than the Maturity Date (or any other redemption or repayment date) would otherwise be a day that is not a Business Day, such Interest Payment Date will:

 

(a) in the case of Fixed Rate Notes, be postponed to the next succeeding Business Day, and

 

(b) in the case of Floating Rate Notes, be postponed to the next succeeding Business Day, except that if such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day,

 

unless an alternative Business Day Convention is specified in the applicable Final Terms, in which case the Interest Payment Date will be adjusted in accordance with the Business Day Convention specified in the applicable Final Terms.

 

The amount of interest to be paid on any Interest Payment Date as adjusted in accordance with this Condition 6.5 will either be “Unadjusted” or “Adjusted”, as specified in the applicable Final Terms. If the

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applicable Final Terms do not specify whether the amount of interest will be “Unadjusted” or “Adjusted”, then any amount of interest to be paid in respect of Fixed Rate Notes shall be Unadjusted and any amount of interest to be paid in respect of Floating Rate Notes shall be Adjusted. “ Unadjusted ” means that no interest shall accrue for the period from and after the scheduled Interest Payment Date to the actual Interest Payment Date as adjusted in accordance with this Condition 6.5. “ Adjusted ” means that interest shall accrue from and after the scheduled Interest Payment Date to the actual Interest Payment Date as adjusted in accordance with this Condition 6.5.

 

If the Maturity Date (or any other redemption or repayment date) falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after the Maturity Date (or any other redemption or repayment date) to the date of such payment on the next succeeding Business Day.

 

6.6 Payments generally

 

No provision of these Conditions or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer or the Guarantor, as the case may be, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on the Notes at the time, place and rate specified in the applicable Final Terms, the Conditions or the Fiscal Agency Agreement unless otherwise agreed between the Issuer or the Guarantor and the holder of this Note.

 

No recourse shall be had for the payment of the principal of, or premium, if any, or the interest on this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Fiscal Agency Agreement or any fiscal agency agreement supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or the Guarantor or of any successor corporation to the Issuer or the Guarantor, either directly or through the Issuer or the Guarantor or any successor corporation to the Issuer or the Guarantor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

 

With respect to moneys paid by an Issuer or the Guarantor, as the case may be, and held by the Fiscal Agent or any Paying Agent for the payment of the principal of or interest or premium, if any, on any Note that remains unclaimed at the end of three years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Fiscal Agent or such Paying Agent shall notify the holders of such Notes that such moneys shall be repaid to the Issuer or the Guarantor, as the case may be, and any person claiming such moneys shall thereafter look only to the Issuer or the Guarantor, as the case may be, for payment thereof and (ii) such moneys shall be so repaid to the Issuer or the Guarantor, as the case may be. Upon such repayment all liability of the Fiscal Agent or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer or the Guarantor, as the case may be, may have to pay the principal of or interest or premium, if any, on a Note as the same shall become due.

 

7. Redemption and Purchase

 

7.1 Redemption at maturity

 

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms on the Maturity Date.

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7.2 Tax Redemption

 

(a) All Notes

 

All Notes of the same Series may be redeemed, at the option of the Issuer, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described below if the Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which a Dealer acting as principal agreed to purchase such Tranche of Notes, the Issuer or the Guarantor, as the case may be, has or will become obligated to pay U.S. Additional Amounts (as defined below) with respect to such Notes as described under Condition 8.1 (“ United States Additional Amounts ”) below.

 

The redemption price shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Original Issue Discount Notes, 100% of the portion of the face amount thereof that has accreted (at the Accrual Yield specified in the applicable Final Terms on a 30/360 basis) on a straight-line basis to the date of redemption (the “ OID Early Redemption Amount ”), or in the case of Notes issued at a premium, 100% of the issue price less the amount of the premium amortized (at the Amortization Rate specified in the applicable Final Terms on a 30/360 basis) on a straight-line basis to the date of redemption (the “ Premium Notes Early Redemption Amount ”).

 

Prior to the giving of any notice of redemption pursuant to this paragraph, the Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred (the date on which such certificate is delivered to the Fiscal Agent is herein called the “ Redemption Determination Date ”), and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor, as the case may be, would be obligated to pay such U.S. Additional Amounts if a payment in respect of such Notes were then due.

 

Notice of redemption will be given on a date which is not less than the minimum nor more than the maximum period of notice specified in the applicable Final Terms prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. Such notice will be given in accordance with Condition 14 (“ Notices ”) below.

 

If any date fixed for redemption is a date prior to the Exchange Date for a Temporary Bearer Global Note, payment on such redemption date will be made subject to receipt of delivery by Euroclear, Clearstream, Luxembourg and/or such other clearing system, acting on behalf of such owners, to the Fiscal Agent or its duly authorized attorney-in-fact of certification of non-U.S. beneficial ownership, delivery of which is a condition to payment of such Note.

 

(b) Notes issued by GE Capital Australia Funding

 

If this Note is issued by GE Capital Australia Funding, all Notes of the same Series may be redeemed, at the option of GE Capital Australia Funding, in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described in this Condition 7.2(b) if (i) the conditions under Section 128F of the Income Tax Assessment Act 1936 (as amended) of the Commonwealth of Australia are not

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satisfied with the result that on the occasion of the next payment due in respect of the Notes the Company or the Guarantor, as the case may be, would be required to pay Australian Additional Amounts (as defined below) with respect to the Notes as described below or (ii) GE Capital Australia Funding or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Australia or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which a Dealer acting as principal agreed to purchase such Tranche of Notes, GE Capital Australia Funding or the Guarantor, as the case may be, has or will become obligated to pay Australian Additional Amounts with respect to the Notes as described under Condition 8.2 (“ Australian Additional Amounts ”) below.

 

The redemption price shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Original Issue Discount Notes, the OID Early Redemption Amount, or in the case of Notes issued at a premium, the Premium Notes Early Redemption Amount.

 

Prior to the giving of any notice of redemption pursuant to this paragraph, GE Capital Australia Funding or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that GE Capital Australia Funding is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of GE Capital Australia Funding to so redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which GE Capital Australia Funding or the Guarantor, as the case may be, would be obligated to pay such Australian Additional Amounts if a payment in respect of such Notes were then due.

 

(c) Notes issued by GE Capital European Funding or GE Capital UK Funding

 

If this Note is issued by GE Capital European Funding or GE Capital UK Funding, all Notes of the same Series may be redeemed, at the option of the Issuer, in whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described in this Condition 7.2(c) (“ Notes issued by GE Capital European Funding or GE Capital UK Funding ”) if the Issuer or the Guarantor, as the case may be, determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Ireland or of any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, including any change effected by guidance in any form from an official source, which change or amendment becomes effective on or after the date of issuance of the first Tranche of Notes of such Series (if sold on an agency basis) or the date on which a Dealer acting as principal agreed to purchase such Tranche of Notes, the Issuer or the Guarantor, as the case may be, has or will become obligated to pay Irish Additional Amounts with respect to the Notes as described under Condition 8.3 (“ Irish Additional Amounts ”) below.

 

The redemption price shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Original Issue Discount Notes, the OID Early Redemption Amount, or in the case of Notes issued at a premium, the Premium Notes Early Redemption Amount.

 

Prior to the giving of any notice of redemption pursuant to this paragraph, the Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (i) a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of

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the Issuer to so redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor, as the case may be, would be obligated to pay such Irish Additional Amounts if a payment in respect of the Notes were then due.

 

(d) Special Tax Redemption of Bearer Notes

 

If the Issuer or the Guarantor shall determine that any payment made outside the United States by the Issuer, the Guarantor or any Paying Agent of principal or interest, including original issue discount, if any, due in respect of any Bearer Note of any Series would, under any present or future laws or regulations of the United States, be subject to any certification, identification or other information reporting requirement of any kind, the effect of which requirement is the disclosure to the Issuer, the Guarantor, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bearer Note or Coupon who is a United States Alien Holder (as defined in Condition 8.1 (“ United States Additional Amounts ”) below) (other than such a requirement (a) which would not be applicable to a payment made by the Issuer, the Guarantor or any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, or (b) which can be satisfied by such custodian, nominee or other agent certifying to the effect that such beneficial owner is a United States Alien Holder, provided that in each case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to such beneficial owner is not otherwise subject to any such requirement), the Issuer shall redeem the Bearer Notes of such Series, as a whole, or, at the election of the Issuer or the Guarantor, if the conditions of the next paragraph are satisfied, pay the additional amounts specified in such paragraph.

 

The redemption price shall be equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption, or in the case of Original Issue Discount Notes, the OID Early Redemption Amount, or in the case of Notes issued at a premium, the Premium Notes Early Redemption Amount.

 

The Issuer or the Guarantor, as the case may be, shall make such determination and election as soon as practicable and publish prompt notice thereof (the “ Determination Notice ”) stating the effective date of such certification, identification or other information reporting requirements, whether the Issuer will redeem the Bearer Notes of such Series or whether the Issuer or the Guarantor, as the case may be, has elected to pay the U.S. Additional Amounts specified in the next paragraph, and (if applicable) the last date by which the redemption of the Bearer Notes of such Series must take place, as provided in the next succeeding paragraph.

 

If the Issuer redeems the Bearer Notes of such Series, such redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer or the Guarantor, as the case may be, shall elect by notice to the Fiscal Agent at least 60 days prior to the date fixed for redemption. Notice of such redemption of the Bearer Notes of such Series will be given to the holders of such Bearer Notes not more than 60 nor less than 30 days prior to the date fixed for redemption. Such redemption notice shall include a statement as to the last date by which the Bearer Notes of such Series to be redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing, the Issuer shall not so redeem such Bearer Notes if the Issuer or the Guarantor shall subsequently determine, not less than 30 days prior to the date fixed for redemption, that subsequent payments would not be subject to any such requirement, in which case the Issuer or the Guarantor shall publish prompt notice of such determination and any earlier redemption notice shall be revoked and of no further effect. The right of the holders of Bearer Notes called for redemption pursuant to this paragraph to exchange such Bearer Notes for Registered Notes will terminate at the close of business of the Fiscal Agent on the fifteenth day prior to the date fixed for redemption, and no further exchanges of such Series of Bearer Notes for Registered Notes shall be permitted.

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If and so long as the certification, identification or other information reporting requirements referred to in the first paragraph of this Condition 7.2(d) (“ Special Tax Redemption of Bearer Notes ”) would be fully satisfied by payment of a withholding tax or similar charge, the Issuer or the Guarantor, as the case may be, may elect to pay as U.S. Additional Amounts such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirements by the Issuer, the Guarantor or any Paying Agent of principal or interest, including original issue discount, if any, due in respect of any Bearer Note or any Coupon of which the beneficial owner is a United States Alien Holder (as defined below) (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Issuer, the Guarantor, any Paying Agent or any governmental authority, with respect to the payment of such additional amounts), after deduction or withholding for or on account of such withholding tax or similar charge (other than a withholding tax or similar charge that (i) would not be applicable in the circumstances referred to in the second parenthetical clause of the first sentence of the first paragraph of this Condition 7.2(d) (“ Special Tax Redemption of Bearer Notes ”), or (ii) is imposed as a result of presentation of such Bearer Note or Coupon for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in such Bearer Note or Coupon to be then due and payable. In the event that the Issuer or the Guarantor, as the case may be, elects to pay any U.S. Additional Amounts pursuant to this paragraph, the Issuer shall have the right to redeem the Bearer Notes of such Series as a whole at any time pursuant to the applicable provisions of the preceding paragraph and the redemption price of such Bearer Notes shall not be reduced for applicable withholding taxes. If the Issuer or the Guarantor, as the case may be, elects to pay U.S. Additional Amounts pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Bearer Notes of such Series as a whole, pursuant to the applicable provisions of the preceding paragraph.

 

7.3 Redemption at the option of the Issuer (Issuer Call)

 

If any Issuer Optional Redemption Date is specified in the applicable Final Terms and in case the Issuer shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Notes, it shall fix a date for redemption (which shall be one of the Issuer Optional Redemption Dates specified in the applicable Final Terms).

 

The holders of this Note shall be given not less than the minimum period nor more than the maximum period of notice specified in the applicable Final Terms and notice shall be given in accordance with Condition 14 (“ Notices ”). Any notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give notice or any defect in the notice to the holder of any Note of a Series designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of the same Series.

 

Each such notice of redemption shall specify the date fixed for redemption, the place or places of payment, that payment will be made upon presentation and surrender of such Notes and, in the case of Notes issued with Coupons, of all Coupons appertaining thereto maturing after the date fixed for redemption, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Notes of a Series are to be redeemed the notice of redemption shall specify the number or numbers of the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes of the same Series in principal amount equal to the unredeemed portion thereof, together with any unmatured Coupons appertaining thereto, will be issued.

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The redemption price shall be equal to 100% of the principal amount of the Notes to be redeemed, together with accrued interest to the date fixed for redemption, or in the case of Original Issue Discount Notes, the OID Early Redemption Amount, or in the case of Notes issued at a premium, the Premium Notes Early Redemption Amount.

 

On or prior to the redemption date specified in the notice of redemption given as provided in this Condition, the Issuer will deposit with the Fiscal Agent or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Notes or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Notes of a Series are to be redeemed, the Issuer will give the Fiscal Agent notice not less than 30 days prior to the redemption date as to the aggregate principal amount of Notes of such Series to be redeemed and the Fiscal Agent shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Notes or portions thereof to be redeemed. Notes of a Series may be redeemed in part only in multiples of the smallest authorized denomination of that Series.

 

If notice of redemption has been given as provided in this Condition, the Notes or portions of Notes of the Series with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of Notes or portions of such Notes, together with any interest accrued to said date) any interest on the Notes or portions of Notes of such Series so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void. On presentation and surrender of such Notes at a place of payment in said notice specified, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, the said Notes or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption; provided, however, that payment of interest becoming due on the date fixed for redemption shall be payable in the case of Notes with Coupons attached thereto, to the holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Notes, to the persons to whom the principal thereof shall be payable.

 

If any Note issued with Coupons is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Fiscal Agent, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

 

Upon presentation of any Note redeemed in part only, the Issuer shall execute and the Fiscal Agent shall authenticate and deliver to the holder thereof, at the expense of such Issuer, a new Note or Notes of the same Series, of authorized denominations, together with all unmatured Coupons, if any, appertaining thereto, in aggregate principal amount equal to the unredeemed portion of the Note so presented.

 

7.4 Repayment at the option of the Noteholders (Investor Put)

 

If any Noteholder Optional Redemption Date is specified in the applicable Final Terms, then the Notes will be repayable at the option of the holder on the Noteholder Optional Redemption Date(s) specified in the applicable Final Terms (such option, “ Optional Repayment ”) at a price equal to 100% of the principal amount thereof, together with accrued interest to, but not including, the relevant Noteholder Optional Redemption Date or in the case of Original Issue Discount Notes, the OID Early Redemption Amount, or in the case of Notes issued at a premium, the Premium Notes Early Redemption Amount. If no Noteholder Optional Redemption Date is included in the applicable Final Terms, such Note will not be repayable at the option of the holder prior to its maturity.

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In order for such a Note to be repaid, a Paying Agent must receive on a date which is not less than the minimum period nor more than the maximum period specified in the applicable Final Terms prior to the Noteholder Optional Redemption Date, either (i) the Note with the form entitled “Option to Elect Repayment” on the reverse of the Note duly completed or (ii) a telegram, facsimile transmission or letter from a commercial bank or trust company in western Europe which must set forth the name of the holder of the Note (in the case of a Registered Note only), the principal amount of the Note, the principal amount of the Note to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Note, will be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, facsimile transmission or letter; provided, however, that such telegram, facsimile transmission or letter from a commercial bank or trust company in western Europe shall only be effective in such case if such Note and form duly completed are received by a Paying Agent by such fifth Business Day. Notwithstanding the foregoing, while any Notes are represented by a Global Note, notices may be served by the Noteholders in accordance with Condition 14 (“ Notices ”).

 

Exercise of the repayment option by the holder of a Note shall be irrevocable.

 

The repayment option may be exercised by the holder of a Note for less than the entire principal amount of the Note but, in that event, the principal amount of the Note remaining outstanding after repayment must be an authorized denomination. Partial redemption with respect to Notes held under the NSS or in NGN form will be reflected in the records of Euroclear and Clearstream, Luxembourg as either pool factor (whereby a percentage reduction is applied to the nominal amount) or reduction in nominal amount, at their discretion.

 

7.5 Purchases

 

The Issuer and the Guarantor may at any time purchase Notes at any price in the open market or otherwise. Notes purchased by such Issuer or the Guarantor, as the case may be, will be surrendered to the Fiscal Agent for cancellation.

 

7.6 Amortizing Notes

 

Unless previously redeemed, or purchased and cancelled as specified in this Condition 7 (“ Redemption and Purchase ”), each Amortizing Note shall be partially redeemed on each Installment Date at the related Installment Amount specified in the relevant Final Terms.

 

Payments with respect to Amortizing Notes will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof.

 

The outstanding nominal amount of each such Amortizing Note shall be reduced by the Installment Amount (or, if such Installment Amount is calculated by reference to a proportion of the nominal amount of such Amortizing Note, such proportion) for all purposes with effect from the related Installment Date, unless payment of the Installment Amount is improperly withheld or refused, in which case, such amount shall remain outstanding until the Relevant Date (as defined below) relating to such Installment Amount.

 

Each Bearer Note in definitive form which is redeemable in installments will be redeemed, in the case of all installments other than the final installment, by surrender of the relevant Receipt (which must be presented with the Bearer Note to which it appertains) and in the case of the final installment, by surrender of the relevant Note, all as more fully described in Condition 6 (“ Payments ”). Each Registered Note in definitive form which is redeemable in installments will be redeemed by surrender of the relevant definitive Registered Note, provided that in the case of all installments other than the final installment, a new

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definitive Registered Note shall be issued to the holder to reflect the balance of the definitive Registered Note not redeemed.

 

8. TAXATION

 

8.1 United States Additional Amounts

 

The Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) will, subject to certain exceptions and limitations set forth below (and subject to the right of redemption referred to under Condition 7.2(a) (“ Tax Redemption All Notes ”) pay such additional amounts (the “ U.S. Additional Amounts ” and, together with the Australian Additional Amounts and the Irish Additional Amounts (as such terms are hereinafter defined, the “ Additional Amounts ”)) to the holder of any Note or of any Coupon appertaining thereto as may be necessary in order that every net payment of the principal of and interest, including original issue discount, on such Note and any other amounts payable on such Note to a United States Alien Holder (as defined below), after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or Coupon to be then due and payable. However, the Issuer or the Guarantor, as the case may be, will not be required to make any payment of U.S. Additional Amounts to any such holder for or on account of:

 

(a) any such tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein or (ii) the presentation, where required, by the holder of any such Note or Coupon for payment on a date more than 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

 

(b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

 

(c) any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organisation;

 

(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;

 

(e) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the holder or beneficial owner of such Note, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;
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(f) any tax, assessment or other governmental charge that would not have been imposed but for a failure by the holder or beneficial owner (or any financial institution through which the holder or beneficial owner holds any Note or Coupon or through which payment on the Note or Coupon is made) to comply with any certification, information, identification, documentation or other reporting requirements (including entering into and complying with an agreement with the Internal Revenue Service) imposed pursuant to, or complying with any requirements imposed under an intergovernmental agreement entered into between the United States and the government of another country in order to implement the requirements of, Sections 1471 through 1474 of the Internal Revenue Code as in effect on the date of issuance of the Notes or any successor or amended version of these provisions, to the extent such successor or amended version is not materially more onerous than these provisions as enacted on such date;

 

(g) any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as the actual or constructive owner of 10% or more of the total combined voting power of all classes of stock entitled to vote of the Issuer or of the Guarantor or as a direct or indirect affiliate of the Issuer or of the Guarantor;

 

(h) any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note or Coupon upon presentation of such Note or Coupon, where required, if such payment can be made without such deduction or withholding upon presentation of such Note or Coupon, where required, to any other Paying Agent; or

 

(i) any combination of two or more of items (a), (b), (c), (d), (e), (f), (g) and (h),

 

nor shall U.S. Additional Amounts be paid with respect to any payment on a Note to a United States Alien Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the U.S. Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Note.

 

The term “ United States Alien Holder ” means any beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organised in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

 

8.2 Australian Additional Amounts

 

All payments of principal and interest in respect of Notes issued by GE Capital Australia Funding and Coupons relating thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision thereof, or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law or the application, administration or interpretation thereof. In that event, GE Capital Australia Funding or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption referred to under Condition

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7.2(b) (“ Tax Redemption—Notes issued by GE Capital Australia Funding ”) above), such additional amounts (the “ Australian Additional Amounts ”) as may be necessary in order that the net amounts received by the holders of such Notes and Coupons after such withholding or deduction shall equal the net payment in respect of such Notes or Coupons which otherwise would have been received by them in respect of such Notes or Coupons, as the case may be, in the absence of such withholding or deduction, except that no Australian Additional Amounts shall be payable with respect to any such Note or Coupon presented for payment:

 

(a) by or on behalf of a holder or beneficial owner of the Note who is subject to such taxes, duties, assessments or governmental charges by reason of it being resident or deemed to be resident in Australia or otherwise than merely by the holding or use or deemed holding or use outside Australia or ownership as a non-resident of Australia of such Notes or Coupons;

 

(b) by or on behalf of a holder or beneficial owner of the Note who is a resident of Australia where no Australian Additional Amount would have been required to be paid had a tax file number, Australian business number or other exemption details been quoted to GE Capital Australia Funding in respect of the relevant Note before the due date for payment in respect of the relevant Note (“ resident ”, “ tax file number ” and “ Australian business number ” having the same meaning for this purpose as they have for the purposes of the Income Tax Assessment Act 1936 (the “ Australian Tax Act ”), Income Tax Assessment Act 1997 and the Taxation Administration Act 1953 (each as amended) of Australia);

 

(c) by or on behalf of a holder who is subject to such taxes, duties, assessments or government charges which would not have been so imposed but for the presentation by the holder of any such Note or Coupon for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

 

(d) if the holder of such Note or Coupon or any entity which directly or indirectly has an interest in or right in respect of such Note or Coupon is a “resident of Australia” or a “non-resident” who is engaged in carrying on business in Australia at or through a “permanent establishment” of that non-resident in Australia (the expressions “ resident of Australia ”, “ non-resident ” and “ permanent establishment ” having the meanings given to them by the Australian Tax Act) if, and to the extent that, Section 126 of the Australian Tax Act (or any equivalent provision) requires GE Capital Australia Funding to pay income tax in respect of interest payable on such Note or Coupon and the income tax would not be payable were the holder or such entity not such a “resident of Australia” or “non-resident”;

 

(e) by or on behalf of a holder or beneficial owner of the Note who is an associate of GE Capital Australia Funding within the meaning of Section 128F of the Australian Tax Act where interest withholding tax is payable in respect of that payment by reason of Section 128F(6) of that Act; or

 

(f) any combination of two or more of items (a), (b), (c), (d) and (e),

 

nor shall any Australian Additional Amounts be payable with respect to any payment in respect of the Note or the Guarantee to any holder that is a fiduciary, partnership, limited liability company, fiscally transparent entity or other than the sole beneficial owner of the Note to the extent that a beneficiary or settlor with respect to such fiduciary or a beneficial owner or member of such partnership, limited liability company or fiscally transparent entity or a beneficial owner would not have been entitled to such Australian Additional Amounts had it been the holder or beneficial owner or sole beneficial owner of the Note.

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8.3 Irish Additional Amounts

 

All payments of principal and interest in respect of Notes issued by GE Capital European Funding or GE Capital UK Funding and Coupons relating thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Ireland or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to right of redemption referred to under Condition 7.2(c) (“ Tax Redemption—Notes issued by GE Capital European Funding or GE Capital UK Funding ”) above) such additional amounts (the “ Irish Additional Amounts ”) as may be necessary in order that the net amounts received by the holders of such Notes and Coupons after such withholding or deduction shall equal the net payment in respect of such Notes or Coupons which otherwise would have been received by them in respect of such Notes or Coupons, as the case may be, in the absence of such withholding or deduction, except that no Irish Additional Amounts shall be payable with respect to any such Note or Coupon presented for payment:

 

(a) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges otherwise than merely by the holding or use or ownership or deemed holding or use outside Ireland or ownership as a non-resident of Ireland of such Note or Coupon;

 

(b) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government charges which would not have been so imposed but for the presentation by the holder of any such Note or Coupon for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; or

 

(c) by or on behalf of a holder who is subject to such taxes, duties, assessments or charges or government charges which are deducted or withheld by an Irish Paying Agent, if the payment could have been made without such deduction or withholding upon presentation of such Note or Coupon, where required, to another Paying Agent.

 

There is also no obligation of the Issuer or the Guarantor to pay such Irish Additional Amounts if such deduction or withholding of taxes, duties or governmental charges could be prevented or reduced by the fulfilment of information or other obligations.

 

8.4 European Union

 

The Issuer or the Guarantor, as the case may be, will not be required to make any payment of Additional Amounts to any such holder for or on the account of:

 

(a) any tax, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note, if such payment can be made without such withholding upon presentation of such Note, where required, to any other Paying Agent in a member state of the European Union; or

 

(b) any tax, duty, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and such deduction or withholding is required to be made pursuant to any European Union Directive on the taxation of savings (including European Council Directive
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2003/48/EC, the “ EU Savings Directive ”) or any law implementing or complying with, or introduced in order to conform to, such Directive.

 

9. PRESCRIPTION

 

Claims for payment in respect of the Notes (whether in bearer or registered form) and Coupons shall be prescribed and become void unless made within ten years (in the case of principal) or five years (in the case of interest) after the Relevant Date in respect of them.

 

For the purposes of these Conditions, “ Relevant Date ” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Fiscal Agent, as the case may be, on or prior to such due date it means the date on which, the full amount having been so received, notice to that effect is duly given to the holders.

 

10. Events of Default

 

10.1 Events of Default relative to Senior Notes

 

This Condition 10.1 (“ Events of Default relative to Senior Notes ”) only applies to Senior Notes and reference to “Notes” in this Condition 10.1 (“ Events of Default relative to Senior Notes ”) will be construed accordingly.

 

If any one or more of the following events (each, an “ Event of Default ”) shall occur and be continuing with respect to a Series of Senior Notes:

 

(a) default in the payment of any installment of interest (including Additional Amounts) upon any Note of such Series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

 

(b) default in the payment of the principal of, or premium, if any, on any Note of such Series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration, repayment or otherwise; or

 

(c) failure on the part of the Issuer and the Guarantor duly to observe or perform any other of the covenants or agreements on the part of such Issuer or the Guarantor, as the case may be, in respect of the Notes of such Series contained in these Conditions or the Fiscal Agency Agreement (other than a covenant or agreement in respect of the Notes of such Series a default in whose observance or performance is elsewhere in this Condition specifically dealt with) continued for a period of 60 days after the date on which written notice of such failure, requiring such Issuer or the Guarantor, as the case may be, to remedy the same, shall have been given to such Issuer, the Guarantor, as the case may be, and the Fiscal Agent by the holders of at least 25% in aggregate principal amount of the Notes of such Series at the time outstanding; or

 

(d) an event of default with respect to any other series of notes issued or hereafter issued pursuant to the Fiscal Agency Agreement or as defined in any indenture or instrument evidencing or under which GE Capital has at the Original Issue Date of such Series of Notes or shall thereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least U.S.$100,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other series of notes or such indebtedness, as the case may be, shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been
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given to the Issuer, the Guarantor, as the case may be, and the Fiscal Agent by the holders of at least 25% in aggregate principal amount of the notes of such series at the time outstanding; provided, however, that if such event of default with respect to such other series of notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital, or timely waived by the holders of such other series of notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal Agent or any of the Noteholders; or

 

(e) in the case of Notes issued by GE Capital Australia Funding, an event of default with respect to any other series of notes issued or hereafter issued by GE Capital Australia Funding pursuant to the Fiscal Agency Agreement or as defined in any indenture or instrument evidencing or under which GE Capital Australia Funding has at the Original Issue Date of such Series of Notes or shall thereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least A$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other series of notes or such indebtedness, as the case may be, of GE Capital Australia Funding shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to GE Capital Australia Funding, as the case may be, the Guarantor and the Fiscal Agent by the holders of at least 25% in aggregate principal amount of the notes of such series at the time outstanding; provided, however, that if such event of default with respect to such other series of notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by GE Capital Australia Funding or the Guarantor, or timely waived by the holders of such other series of notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal Agent or any of the Noteholders; or

 

(f) in the case of Notes issued by GE Capital European Funding or GE Capital UK Funding, an event of default with respect to any other series of notes issued or hereafter issued by such Issuer pursuant to the Fiscal Agency Agreement or as defined in any indenture or instrument evidencing or under which such Issuer has at the Original Issue Date of such Series of Notes or shall hereafter have outstanding any indebtedness for borrowed money in the aggregate principal amount of at least U.S.$10,000,000 (or the equivalent thereof in one or more foreign or composite currencies) shall happen and be continuing and such other series of notes or such indebtedness, as the case may be, of such Issuer shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten calendar days after written notice thereof shall have been given to such Issuer, as the case may be, the Guarantor and the Fiscal Agent by the holders of at least 25% in aggregate principal amount of the notes of such series at the time outstanding; provided, however, that if such event of default with respect to such other series of notes or under such indenture or instrument, as the case may be, shall be timely remedied or cured by such Issuer or the Guarantor, or timely waived by the holders of such other series of notes or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Fiscal Agent or any of the Noteholders; or

 

(g) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging GE Capital bankrupt or insolvent, or approving as properly filed a petition seeking reorganisation of GE Capital under the United States Federal Bankruptcy Code or any other similar applicable
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United States Federal or State law, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of GE Capital or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or

 

(h) GE Capital shall institute proceedings to be adjudicated voluntarily bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganisation under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts generally as they become due; or

 

(i) in the case of Notes issued by GE Capital Australia Funding, GE Capital Australia Funding shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator or any other officer with similar powers shall be appointed with respect to GE Capital Australia Funding or all or substantially all of the property of GE Capital Australia Funding, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

 

(j) in the case of Notes issued by GE Capital European Funding or GE Capital UK Funding, the Issuer shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator, examiner or any other official with similar powers shall be appointed with respect to the Issuer or all or substantially all of the property of the Issuer, and, in all such cases, continues both undischarged and unstayed for a period of 90 days,

 

then, and in each and every case, unless the principal of the Notes of such Series shall have already become due and payable, each Note of such Series shall, at the option of the then holder thereof and upon written notice to the Issuer, the Guarantor, as the case may be, and the Fiscal Agent by the then holder thereof, mature and become due and payable upon the date that such written notice is received by such Issuer, the Guarantor, as the case may be, and the Fiscal Agent at a price equal to 100% of the principal amount thereof, together with accrued interest to such date (or, if such Note is an Original Issue Discount Note, the OID Early Redemption Amount, or if such Note is issued at a premium, the Premium Notes Early Redemption Amount), upon presentation and surrender of such Note and all Coupons appertaining thereto maturing after such date, unless prior to such date all Events of Default in respect of all such Notes of such Series shall have been cured.

 

10.2 Events of Default relative to Subordinated Notes

 

This Condition 10.2 (“ Events of Default relative to Subordinated Notes ”) only applies to Subordinated Notes and reference to “Notes” in this Condition 10.2 (“ Events of Default relative to Subordinated Notes ”) will be construed accordingly.

 

If any one or more of the following events (each, a “ Subordinated Note Event of Default ”) shall occur and be continuing with respect to a Series of Subordinated Notes:

 

(a) default in the payment of any installment of interest (including Additional Amounts) upon any Note of such Series as and when the same shall become due and payable, and continuance of such default for a period of 30 days;
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(b) default in the payment of the principal of, or premium, if any, on any Note of such Series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration, repayment or otherwise;

 

(c) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging GE Capital bankrupt or insolvent, or approving as properly filed a petition seeking reorganisation of GE Capital under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of GE Capital or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree and order shall have continued undischarged and unstayed for a period of 60 days;

 

(d) GE Capital shall institute proceedings to be adjudicated voluntarily bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganisation under the United States Federal Bankruptcy Code or any other similar applicable United States Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts generally as they become due;

 

(e) in the case of Notes issued by GE Capital Australia Funding, GE Capital Australia Funding shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator or any other officer with similar powers shall be appointed with respect to GE Capital Australia Funding or all or substantially all of the property of GE Capital Australia Funding, and, in all such cases, continues both undischarged and unstayed for a period of 90 days; or

 

(f) in the case of Notes issued by GE Capital European Funding or GE Capital UK Funding, the Issuer shall be declared bankrupt, or a liquidator, a receiver, manager, receiver and manager, administrator, examiner or any other official with similar powers shall be appointed with respect to the Issuer or all or substantially all of the property of the Issuer, and, in all such cases, continues both undischarged and unstayed for a period of 90 days,

 

then, and in each and every case, unless the principal of the Notes of such Series shall have already become due and payable, each Note of such Series shall, at the option of the then holder thereof and upon written notice to the Issuer, the Guarantor, as the case may be, and the Fiscal Agent by the then holder thereof, mature and become due and payable upon the date that such written notice is received by such Issuer, the Guarantor, as the case may be, and the Fiscal Agent at a price equal to 100% of the principal amount thereof, together with accrued interest to such date (or, if such Note is an Original Issue Discount Note, the OID Early Redemption Amount, or if such Note is issued at a premium, the Premium Notes Early Redemption Amount), upon presentation and surrender of such Note and all Coupons appertaining thereto maturing after such date, unless prior to such date all Subordinated Note Events of Default in respect of all such Notes of such Series shall have been cured.

 

11. REPLACEMENT OF NOTES AND COUPONS

 

In case any Note or Coupon shall at any time become mutilated, destroyed, lost or stolen, or is apparently destroyed, lost or stolen, and such Note or Coupon or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required

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in the premises) shall be delivered to the Fiscal Agent, a new Note of the same Series or Coupon will be issued by the Issuer in exchange for the Note or Coupon so mutilated or defaced, or in lieu of the Note or Coupon so destroyed or lost or stolen, but, in the case of any destroyed or lost or stolen Note or Coupon only upon receipt of evidence satisfactory to the Fiscal Agent and the Issuer that such Note or Coupon was destroyed or lost or stolen and upon receipt also of an indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note or Coupon shall be borne by the owner of the Note or Coupon mutilated, defaced, destroyed, lost or stolen.

 

12. PAYING AGENTS

 

So long as any Notes are outstanding, the Issuer and the Guarantor will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in London, England, and in any jurisdiction required by the rules and regulations of any stock exchange, competent authority and/or market on which such Series of Notes may be listed and/or admitted to trading and an office or agency in London for the transfer and exchange as aforesaid of the Notes, provided always that the Register in respect of Registered Notes shall be maintained outside of the United Kingdom.

 

The Issuer and the Guarantor have agreed in the Fiscal Agency Agreement that there will at all times be a paying agent (or the Fiscal Agent) with a specified office in a city in a member state of the European Union. The Issuer and the Guarantor will ensure that to the extent practicable a paying agent (or the Fiscal Agent) is maintained in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to the EU Savings Directive or any law implementing or complying with, or introduced in order to conform to, such Directive.

 

The Issuer and the Guarantor may designate other agencies for the payment of said principal, premium and interest at such place or places outside the United States (subject to applicable laws and regulations) as the Issuer and the Guarantor may decide. So long as there shall be any such agency, the Issuer and the Guarantor shall keep the Fiscal Agent advised of the names and locations of such agencies, if any are so designated.

 

So long as any Notes are listed and/or admitted to trading on or by the London Stock Exchange or any other stock exchange, competent authority and/or market and the rules of such exchange, competent authority and/or market so require, the Issuer will notify the holders of its Notes in the manner specified under Condition 14 (“ Notices ”) in the event that such Issuer appoints an agent with respect to such Notes other than the agent designated as such in these Conditions or in the applicable Final Terms.

 

All determinations made by an Issuer, the Guarantor or the agent of an Issuer or the Guarantor shall be at such person’s sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on such Issuer and the Guarantor and all holders of Notes.

 

13. Merger, Consolidation, Sale or Conveyance

 

(a) The Issuer and the Guarantor covenant that they will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of their respective assets to any corporation, unless (i) either such Issuer or the Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation (if other than such Issuer or the Guarantor) shall be (a) with respect to GE Capital, a corporation organised and existing under the laws of the United States of America or a state thereof, (b) with respect to GE Capital Australia Funding, a corporation incorporated under the laws of Australia or any province, territory or political subdivision thereof, (c) with respect to GE Capital European Funding and GE
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Capital UK Funding, a corporation incorporated under the laws of Ireland or any province, territory or political subdivision thereof, and in each case such successor corporation shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Notes and Coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Fiscal Agency Agreement, these Conditions and the Guarantee to be performed by such Issuer or the Guarantor, as the case may be, executed and delivered to the Fiscal Agent by such corporation, and (ii) such Issuer or the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenants or conditions.

 

(b) In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer or the Guarantor, as the case may be, with the same effect as if it had been named in the applicable Final Terms as such Issuer or the Guarantor, and such Issuer or the Guarantor shall be relieved of any further obligation under the Fiscal Agency Agreement and under the Notes and Coupons, if any, and may be dissolved, wound up and liquidated at any time thereafter. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Issuer or the Guarantor, as the case may be, any or all of the Notes issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by such Issuer or the Guarantor and delivered to the Fiscal Agent; and, upon the order of such successor corporation, instead of such Issuer or the Guarantor and subject to all the terms, conditions and limitations prescribed in these Conditions, the Fiscal Agent shall authenticate and shall deliver any Notes together with any Coupons appertaining thereto which previously shall have been signed and delivered to the Fiscal Agent for that purpose. All Notes appertaining thereto shall in all respects have the same legal rank and benefit under the Fiscal Agency Agreement as the Notes theretofore or thereafter issued in accordance with the terms of these Conditions and the Fiscal Agency Agreement as though all of such Notes had been issued at the Original Issue Date.

 

(c) In the event that an Issuer (other than GE Capital) is substituted by a successor corporation in accordance with this Condition 13, the obligations of such successor corporation in respect of the Notes will continue to be unconditionally and irrevocably guaranteed by the Guarantor. In the event that the Guarantor is substituted by a successor corporation in accordance with the provisions of this Condition 13, the Notes will be unconditionally and irrevocably guaranteed by such successor corporation.

 

In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Notes and Coupons thereafter to be issued as may be appropriate.

 

14. Notices

 

Notices to holders of the Notes will be given by publication in one leading English language daily newspaper with general circulation in London. Such publication is expected to be made in the Financial Times . In addition, as long as a Series of Notes is listed or admitted to trading on or by any stock exchange, competent authority and/or market, and the rules of such stock exchange(s), competent authority(ies) and/or market(s) so require, notices in respect of such Notes will also be published in a manner which complies with the rules and regulations of any such stock exchange(s), competent authority(ies) and/or market(s), on or by which the Notes are for the time being listed or admitted to trading. Any such notice shall be deemed

89

to have been given on the date of the first publication. If publication in London (or, if applicable, another location) is not practical, such publication shall be made elsewhere in western Europe.

 

Notices to holders of Registered Notes in definitive form will also be given by mailing such notices to each holder by first class mail, postage prepaid, at the respective address of each holder as that address appears upon the books of the Registrar.

 

So long as no definitive Notes are in issue in respect of a particular Series, there may, so long as the Global Note(s) for such Series is (or are) held in its (or their) entirety on behalf of Euroclear and Clearstream, Luxembourg, and/or another clearing system, as the case may be, and the Notes for such Series are not listed or admitted to trading on a stock exchange, competent authority and/or market, or if so listed or admitted to trading, for so long as the relevant stock exchange, competent authority and/or market so permits, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg.

 

Notices to be given by a Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Fiscal Agent. While any Notes are represented by a Global Note, such notice may be given by a Noteholder to the Fiscal Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Fiscal Agent and Euroclear and/or Clearstream, Luxembourg may approve for this purpose.

 

15. MODIFICATION

 

The Fiscal Agency Agreement, these Conditions and the terms of the Guarantee may be amended by the Issuer (with respect to matters relating to Notes issued by such Issuer), the Guarantor and the Fiscal Agent (acting on the instructions of the Issuer or the Guarantor), without the consent of the holder of any Note of a Series for the purposes of:

 

(a) curing any ambiguity, or of correcting or supplementing any defective or inconsistent provisions contained therein;

 

(b) adding to the covenants of the Issuer or the Guarantor for the protection of the holders of all or any Series of the Notes;

 

(c) effecting any assumption of the Issuer’s or the Guarantor’s obligations thereunder and under the Notes of a Series or the Guarantee by a successor corporation pursuant to Condition 13 (“ Merger, Consolidation, Sale or Conveyance ”);

 

(d) evidencing and providing for the acceptance of appointment thereunder by a successor Fiscal Agent with respect to the Notes of one or more Series; or

 

(e) amending the Fiscal Agency Agreement, these Conditions or the terms of the Guarantee in any other manner which the Issuer, the Guarantor and the Fiscal Agent (acting on the instructions of the Issuer or the Guarantor) may deem necessary or desirable and which will not adversely affect the interests of the holders of Notes of a Series outstanding on the date of such amendment.

 

Nothing in the Fiscal Agency Agreement prevents the Issuer, the Guarantor and the Fiscal Agent from amending the Fiscal Agency Agreement, the Conditions or the Guarantee in such a manner as to only have a prospective effect on Notes issued on or after the date of such amendment.

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Modifications and amendments to the Fiscal Agency Agreement, to these Conditions or to the terms of the Guarantee may also be made, and future compliance therewith or past default by the Issuer or the Guarantor may be waived, by holders of not less than a majority in aggregate principal amount of the Notes of such Series (or, in each case, such lesser amount as shall have acted at a meeting of holders of such Notes, as described below), provided, however, that no such modification or amendment to the Fiscal Agency Agreement, to the Conditions of the Notes or the terms of the Guarantee of a Series may, without the consent of the holders of each Note of such Series affected thereby:

 

(a) change the stated maturity of the principal of any Note of such Series or extend the time for payment of interest thereon;

 

(b) change the amount of the principal of an Original Issue Discount Note of such Series that would be due and payable upon an acceleration of the maturity thereof;

 

(c) reduce the amount of interest payable thereon or the amount payable thereon in the event of redemption or acceleration;

 

(d) change the currency of payment of principal of or any other amounts payable on any Note of such Series;

 

(e) impair the right to institute suit for the enforcement of any such payment on or with respect to any Note of such Series or the Guarantee;

 

(f) reduce the percentage of the principal amount of Notes of such Series, the consent of whose holders is necessary to modify or amend the Fiscal Agency Agreement, the terms and conditions of the Notes or reduce the percentage of Notes of such Series required for the taking of action or the quorum required at any such meeting of holders of Notes of such Series; or

 

(g) modify the foregoing requirements to reduce the percentage of outstanding Notes of such Series necessary to waive any future compliance or past default.

 

Any such modification or amendments will be conclusive and binding on all holders of Notes of the relevant Series and on all future holders of such Notes, whether or not they have consented to such modifications or amendments and whether or not notation of such modifications or amendments is made upon the Notes of such Series.

 

For so long as the Notes are listed on the MOT and the rules of Borsa Italiana S.p.A (as interpreted by Borsa Italiana S.p.A) so require, no amendment to the Conditions may be made pursuant to any resolution of a meeting of the holders of the Notes which would reduce the principal amount repayable on redemption of the Notes, except where such amendment has been proposed by or on behalf of the Issuer as part of a reconstruction or reorganisation of the Issuer or otherwise as part of a bankruptcy, insolvency or similar type proceeding and such proposal is passed with the consent of the holders of each Note of such Series affected thereby.

 

The persons entitled to vote a majority in principal amount of the Notes of a Series outstanding shall constitute a quorum at a meeting of Noteholders of such Series except as hereinafter provided. In the absence of such a quorum within 30 minutes of the time appointed for any meeting, a meeting of Noteholders called by the Issuer or the Guarantor shall be adjourned for a period of not less than 10 calendar days as determined by the chairman of the meeting and in the absence of a quorum within 30 minutes of the time appointed for any adjourned meeting at any such adjourned meeting, the meeting shall be further adjourned for another period of not less than 10 calendar days as determined by the chairman of

91

the meeting, at which further adjourned meeting persons entitled to vote 25% in principal amount of Notes of a Series at the time outstanding shall constitute a quorum.

 

Except for modifications or amendments in (a) to (g) above, which require the consent of the holders of each Note of such series affected thereby, any modifications, amendments or waivers to the Fiscal Agency Agreement, these Conditions or the terms of the Guarantee at a meeting of Noteholders require a favorable vote of holders of the lesser of (i) a majority in principal amount of the outstanding Notes of such Series or (ii) 75% of the principal amount of Notes of such Series represented and voting at the meeting.

 

Any such modifications, amendments or waivers will be conclusive and binding on all holders of Notes of such Series, whether or not they have given such consent or were present at such meeting and whether or not notation of such modifications, amendments or waivers is made upon the Notes, and on all future holders of Notes of such Series.

 

Any instruments given by or on behalf of any holder of a Note of a Series in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Note.

 

16. FURTHER ISSUES

 

The Issuer may issue Notes from time to time having terms identical to a prior Tranche of Notes but for the original issue date and the public offering price (“ Additional Notes ”).

 

Any such Additional Notes which are Bearer Notes will be issued in the form of a Temporary Bearer Global Note which will be exchangeable for either a beneficial interest in a Permanent Bearer Global Note, definitive Bearer Notes or definitive Registered Notes, as specified in the applicable Final Terms, on or after the Exchange Date specified in the applicable Final Terms relating to such Additional Notes. Additional Notes may be issued prior to or after the Exchange Date relating to such prior Tranche of Notes. In the event Additional Notes are issued prior to the Exchange Date for the prior Tranche, the Exchange Date relating to such prior Tranche will be moved to a date not earlier than 40 calendar days after the original issue date of the related Additional Notes; provided, however, in no event will the Exchange Date for a Tranche of Notes be extended more than 160 calendar days after the date such Tranche was issued.

 

The Final Terms relating to any Additional Notes will set forth matters related to the issuance, exchange and transfer of Additional Notes, including identifying the prior Tranche of Notes, their original issue date and aggregate principal amount.

 

17. Governing Law and Submission to Jurisdiction

 

17.1 Applicable Law

 

The Fiscal Agency Agreement and the Notes will be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

 

17.2 Consent to Service and Submission to Jurisdiction

 

The Issuer and the Guarantor designate the Senior Vice President-Corporate Treasury and Global Funding Operation of GE Capital as the authorized agent for service of process in any legal action or proceeding arising out of or relating to the Fiscal Agency Agreement, the Notes, the Coupons or the Guarantees brought in any federal or state court in the Borough of Manhattan, City of New York, State of New York and irrevocably submit to the non-exclusive jurisdiction of such courts for such purposes (and only for such purposes) as long as there are any outstanding Notes.

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17.3 Waiver of trial by jury

 

WITHOUT PREJUDICE TO CONDITION 17.2 (“ Governing Law and Submission to Jurisdiction – Consent to Service and Submission to Jurisdiction ”), THE ISSUER AND THE GUARANTOR WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH THE NOTES, THE COUPONS OR THE GUARANTEE.

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FISCAL AND PAYING AGENT

 

The Bank of New York Mellon

 

One Canada Square

 

London E14 5AL

 

REGISTRAR AND TRANSFER AGENT

 

The Bank of New York Mellon (Luxembourg) S.A.

 

Vertigo Building – Polaris2 – rue Eugène Ruppert

 

L-2453 Luxembourg

 

EXCHANGE Rate AGENT

 

The Bank of New York Mellon

 

One Canada Square

 

London E14 5AL

 

and/or any other or further Fiscal Agent, Paying Agents, Registrar, Transfer Agents or Exchange Rate Agent and/or specified offices as may from time to time be duly appointed by the Issuer (and the Guarantor, in the case of a Series of Notes issued by an Issuer other than General Electric Capital Corporation) and notice of which has been given to the Noteholders.

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Exhibit A

 

Forms of Global and Definitive Notes, Coupons and Receipts

 

PART 1

 

FORM OF REGISTERED GLOBAL NOTE

 

THE NOTES REPRESENTED BY THIS REGISTERED GLOBAL NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE REGISTERED NOTES, THIS REGISTERED GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, TO A NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR BY A NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR BY THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR ANY SUCH NOMINEE TO A SUCCESSOR TO THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR A NOMINEE OF SUCH SUCCESSOR TO THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE.

 

IF THIS REGISTERED GLOBAL NOTE IS INTENDED TO BE HELD UNDER THE NEW SAFEKEEPING STRUCTURE, THIS CERTIFIES THAT THE PERSON WHOSE NAME IS ENTERED IN THE REGISTER IS REGISTERED AS THE HOLDER OF THE AGGREGATE NOMINAL AMOUNT OF AN ISSUE OF NOTES AS SPECIFIED ON THE FACE HEREOF.

 

THIS NOTE IS A REGISTERED GLOBAL NOTE AS REFERRED TO IN SECTION 2 OF THE WITHIN MENTIONED FISCAL AGENCY AGREEMENT.

 

[COMMERCIAL PAPER

 

THIS REGISTERED GLOBAL NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971 OF IRELAND, AS INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989 OF IRELAND, AS AMENDED BY SECTION 70(d) OF THE CENTRAL BANK ACT, 1997 OF IRELAND AND AS AMENDED BY SCHEDULE 3 OF PART 4 OF THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT 2004. THE ISSUER IS NOT REGULATED BY THE CENTRAL BANK OF IRELAND ARISING FROM THE ISSUE OF NOTES. AN INVESTMENT IN NOTES ISSUED BY THE ISSUER WITH A MATURITY OF LESS THAN ONE YEAR DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND.] 1

 

1 Include if this Note is issued by GE Capital European Funding or GE Capital UK Funding and the maturity of the Note is less than one year.
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[GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA FUNDING PTY.
LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]

EURO MEDIUM - TERM NOTE

 

[GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION] 2

 

Series  
ISIN  
Registered Note No .:   
Maturity Date  
Principal Amount in Specified Currency  

 

[General Electric Capital Corporation]/[GE Capital Australia Funding (A.B.N. 67 085 675 467), a company incorporated under the laws of Australia]/[GE Capital European Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland]/[GE Capital UK Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland] (together with its successors and assigns, the “ Issuer ”), hereby certifies that [           ] 3 is, at the date hereof, entered in the Register as the holder][the person whose name is entered in the Register is the registered holder] 4 of the aggregate nominal amount of [           ] of a duly authorised issue of Notes (the “ Notes ”) described, and having the provisions specified, in Part A of the attached Final Terms (the “ Final Terms ”). References in this Registered Global Note to the Conditions shall be to the Terms and Conditions of the Notes set out in Appendix 3 to the Fiscal Agency Agreement (as defined below) as supplemented by the information set out in the Final Terms, but in the event of any conflict between the provisions of (i) that Appendix or (ii) this Registered Global Note and the information set out in the Final Terms, the Final Terms will prevail.

 

Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Registered Global Note.

 

This Registered Global Note is one of a duly authorized issue of Euro Medium-Term Notes of the Series specified on the face hereof, having maturities of nine months or more from the date of issue. The Notes are issuable under a twelfth amended and restated fiscal and paying agency agreement dated as of April 5, 2013 among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding and The Bank of New York Mellon as fiscal agent (in such capacity, the “ Fiscal Agent ”) and The Bank of New York Mellon (Luxembourg) S.A. as initial registrar (the “ Registrar ”) and transfer agent (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”). The Bank of New York Mellon at its office in London has been appointed the Exchange Rate Agent (the “ Exchange Rate Agent ”, which term includes any successor exchange rate agent) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

 

2 References to the Guarantor to be deleted in the case of Notes issued by General Electric Capital Corporation.
   
3 To be included on a Global Note registered in the name of a nominee of a common depositary for Euroclear and Clearstream, Luxembourg only.
   
4 To be included on a Global Note registered in the name of a nominee of a common safekeeper for Euroclear and Clearstream, Luxembourg only.

 

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The Issuer, subject to and in accordance with the Conditions, for value received, hereby promises to pay to the registered holder of this Registered Global Note, or registered assigns, the principal sum on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) or (a) if this Registered Global Note is not intended to be held under the New Safekeeping Structure, in accordance with the Amortization Schedule set out in Schedule A hereto, or (b) if this Registered Global Note is intended to be held under the New Safekeeping Structure, in accordance with the records of the relevant Clearing Systems, and to pay interest thereon and any premium and/or Additional Amounts, all in accordance with the Conditions.

 

[The payment of all amounts on or in respect of this Registered Global Note is guaranteed by General Electric Capital Corporation, as set forth in the Form of Guarantee endorsed on the reverse hereof.] 5

 

On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Registered Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by the Registrar in the Register. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes held by the registered holder hereof shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled. The nominal amount of the Notes held by the registered holder hereof following any such redemption or purchase and cancellation or any transfer or exchange as referred to below shall be that amount most recently entered in the Register.

 

Notes represented by this Registered Global Note are transferable only in accordance with, and subject to, the provisions of this Registered Global Note (including the legend set out above) and Condition 2 (“ Exchange and Transfers of Notes ”) and the rules and operating procedures of Euroclear Bank S.A./N.V. (“ Euroclear ”) and Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ”).

 

In particular, this Registered Global Note may be transferred only to a common depositary, or, as the case may be, a common safekeeper, outside the United States for Euroclear or Clearstream, Luxembourg or to a nominee of such a depositary, or as the case may be, common safekeeper.

 

This Registered Global Note may be exchanged in whole but not in part (free of charge) for definitive Registered Notes in the form set out in Part 7 of Exhibit A to the Fiscal Agency Agreement (on the basis that all the appropriate details have been included on the face of such definitive Registered Notes and the Final Terms (or the relevant provisions of the Final Terms) have been endorsed on or attached to such definitive Registered Notes) only upon the occurrence of an Exchange Event.

 

An “ Exchange Event ” means:

 

(a)           an Event of Default (as defined in Condition 10) has occurred and is continuing;

 

(b)           if this Registered Global Note is registered in the name of a nominee for a common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg, the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; or

 

(c)           the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by this Registered Global Note in definitive form.

 

The Issuer will promptly give notice to Noteholders in accordance with Condition 14 upon the occurrence of an Exchange Event. In the event of the occurrence of any Exchange Event, Euroclear and/or Clearstream, Luxembourg or any person acting on their behalf, acting on the instructions of any holder of an

 

5 This paragraph should not be included in the case of Notes issued by General Electric Capital Corporation.
A-3

interest in this Registered Global Note, may give notice to the Registrar requesting exchange and, in the event of the occurrence of an Exchange Event as described in (c) above, the Issuer [or the Guarantor] may also give notice to the Registrar requesting exchange. Any exchange shall occur no later than 10 days after the date of receipt of the relevant notice by the Registrar.

 

Exchanges will be made upon presentation of this Registered Global Note at the office of the Registrar by the holder of it on any day (other than a Saturday or Sunday) on which banks are open for general business in Luxembourg. The aggregate nominal amount of definitive Registered Notes issued upon an exchange of this Registered Global Note will be equal to the aggregate nominal amount of this Registered Global Note.

 

On an exchange in whole of this Registered Global Note, this Registered Global Note shall be surrendered to the Registrar.

 

On any exchange or transfer following which either (i) Notes represented by this Registered Global Note are no longer to be so represented or (ii) Notes not so represented are to be so represented details of the transfer shall be entered by the Registrar in the Register, following which the nominal amount of this Registered Global Note and the Notes held by the registered holder of this Registered Global Note shall be increased or reduced (as the case may be) by the nominal amount so transferred.

 

Until the exchange of the whole of this Registered Global Note, the registered holder of this Registered Global Note shall in all respects (except as otherwise provided in this Registered Global Note and in the Conditions) be entitled to the same benefits as if he were the registered holder of the definitive Registered Notes represented by this Registered Global Note.

 

This Registered Global Note is not a document of title. Entitlements are determined by entry in the Register and only the duly registered holder from time to time is entitled to payment in respect of this Registered Global Note.

 

This Registered Global Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

 

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, and, if this Registered Global Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems, this Registered Global Note shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or obligatory for any purpose.

A-4

IN WITNESS WHEREOF , the Issuer has caused this Registered Global Note to be duly executed.

 

  [GENERAL ELECTRIC CAPITAL CORPORATION]/[GE
CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]
   
  By:
   
  Name:  
  Title:  
     
  [GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]
   
  By:
   
  Name:  
  Title: Director
     
  By:
   
  Name:  
  Title: Director/Secretary

 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes referred to

in the within-mentioned Fiscal Agency Agreement.

 

THE BANK OF NEW YORK MELLON

as Fiscal Agent

 

By:

 

Authorized Officer

 

[Effectuated without recourse,

warrant and liability by:

 

as Common Safekeeper

 

By:

 

Authorised Officer] 6

 

6 Applicable only for a series of Notes to be held under the New Safekeeping Structure, as indicated on the face hereof.
A-5

[ Reverse of Registered Global Note ]

 

[ Guarantee to be endorsed (except where the Issuer is General Electric Capital Corporation) ]

A-6

Schedule A

 

AMORTIZATION SCHEDULE 7

 

[ Insert if applicable ] / [NOT APPLICABLE]

 

7 Schedule A should only be completed if this Registered Global Note is not intended to be held under the New Safekeeping Structure
A-7

Schedule B

 

OPTION TO ELECT REPAYMENT

 

The undersigned hereby irrevocably request(s) the Issuer to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned, at ___________________________ ( Please print or typewrite name and address of the undersigned ).

 

If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof (which shall be increments of 1,000 units of the Specified Currency indicated on the face hereof) which the holder elects to have repaid: ________________ ; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within Registered Global Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid).

 

   .

 

Date:

 

NOTICE : The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

A-8

Schedule C

 

FORM OF TRANSFER 8

 

FOR VALUE RECEIVED the undersigned hereby transfers to

 

 

 

 

(Please print or typewrite name and address of transferee)

 

    principal amount of this Registered Global Note and all rights under it.

 

Date:       
      Certifying Signature  

 

Signed:   

 

on behalf of   

 

Note:

 

(1) The signature of this transfer must correspond with the name of the registered Noteholder as it appears above on the face of this Registered Global Note unless the signature is of an authorised officer of a corporate Noteholder.

 

(2) A representative of the registered Noteholder should state the capacity in which he signs (e.g., executor).

 

(3) The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered Noteholder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.

 

8 This Registered Global Note may only be assigned in accordance with any legends appearing on the face hereof and otherwise in accordance with the Fiscal Agency Agreement and the Conditions.
A-9

PART 2

 

FORM OF PERMANENT BEARER GLOBAL NOTE

 

THIS SECURITY IS A PERMANENT BEARER GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR THE RIGHTS ATTACHING TO THIS PERMANENT BEARER GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED IN THE FINAL TERMS (AS DEFINED BELOW) REGISTERED NOTES ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED BELOW).

 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE BEARER NOTES OR, IF SO PROVIDED IN THE FINAL TERMS, REGISTERED NOTES, THIS PERMANENT BEARER GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, TO A NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE OR BY A NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, TO THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR BY THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE.

 

[COMMERCIAL PAPER

 

THIS PERMANENT BEARER GLOBAL NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971 OF IRELAND, AS INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989 OF IRELAND, AS AMENDED BY SECTION 70(d) OF THE CENTRAL BANK ACT, 1997 OF IRELAND AND AS AMENDED BY SCHEDULE 3 OF PART 4 OF THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT 2004. THE ISSUER IS NOT REGULATED BY THE CENTRAL BANK OF IRELAND ARISING FROM THE ISSUE OF NOTES. AN INVESTMENT IN NOTES ISSUED BY THE ISSUER WITH A MATURITY OF LESS THAN ONE YEAR DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND.] 9

 

9 Include if this Note is issued by GE Capital European Funding or GE Capital UK Funding and if maturity of Note is less than one year.
A-10

[GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA
FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL
UK FUNDING]

EURO MEDIUM - TERM NOTE

[GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION] 10

 

Series  
ISIN  
Permanent Bearer Global Note No .:   
Maturity Date  
Principal Amount in Specified Currency  

 

This Permanent Bearer Global Note is a Permanent Bearer Global Note in respect of a duly authorised issue of Bearer Notes (the “ Notes ”) of [General Electric Capital Corporation]/[GE Capital Australia Funding (A.B.N. 67 085 675 467), a company incorporated under the laws of Australia]/[GE Capital European Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland]/[GE Capital UK Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland] (the “ Issuer ”) described, and having the provisions specified, in Part A of the attached Final Terms (the “ Final Terms ”). References in this Permanent Bearer Global Note to the Conditions shall be to the Terms and Conditions of the Notes as set out in ‎Appendix 3 to the Fiscal Agency Agreement (as defined below) as modified and supplemented by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Appendix or (b) this Permanent Bearer Global Note and the information set out in the Final Terms, the Final Terms will prevail.

 

Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Permanent Bearer Global Note.

 

This Permanent Bearer Global Note is one of a duly authorized issue of Euro Medium-Term Notes of the Series specified on the face hereof, having maturities of nine months or more from the date of issue. The Notes are issuable under a twelfth amended and restated fiscal and paying agency agreement dated as of April 5, 2013 among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding and The Bank of New York Mellon as fiscal agent (in such capacity, the “ Fiscal Agent ”) and The Bank of New York Mellon (Luxembourg) S.A. as initial registrar and transfer agent (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”). The Bank of New York Mellon at its office in London has been appointed the Exchange Rate Agent (the “ Exchange Rate Agent ”, which term includes any successor exchange rate agent) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

 

The Issuer, for value received, subject to and in accordance with the Conditions, hereby promises to pay to the bearer hereof upon surrender hereof, the principal sum (a) if this Permanent Bearer Global Note is not intended to be a New Global Note, specified in Schedule A hereto or (b) if this Permanent Bearer Global Note is intended to be a New Global Note, entered in the records of Euroclear Bank S.A./N.V. (“ Euroclear ”) and Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ” and, together with Euroclear (the “ relevant Clearing Systems ”) or any other recognized or agreed clearing system (if this Permanent Bearer Global Note is not intended to be a New Global Note), on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) or, (a) if indicated in the applicable Final Terms that this

 

10 References to the Guarantor to be deleted in the case of Notes issued by General Electric Capital Corporation.
A-11

Permanent Bearer Global Note is not intended to be a New Global Note, in accordance with the Amortization Schedule set out in Schedule B hereto, or (b) if indicated in the applicable Final Terms that this Permanent Bearer Global Note is intended to be a New Global Note, in accordance with the records of the relevant Clearing Systems and to pay interest thereon and any premium and/or Additional Amounts to the bearer of this Permanent Bearer Global Note all in accordance with the Conditions.

 

[The payment of all amounts on or in respect of this Permanent Bearer Global Note is guaranteed by General Electric Capital Corporation, as set forth in the Form of Guarantee endorsed on the reverse hereof] 11

 

If this Permanent Bearer Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Permanent Bearer Global Note shall be the aggregate amount from time to time entered in the records of the relevant Clearing Systems. The records of the relevant Clearing Systems (which expression in this Permanent Bearer Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Bearer Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Permanent Bearer Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

 

If this Permanent Bearer Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Permanent Bearer Global Note shall be the amount stated in the applicable Final Terms or, if lower, the principal amount most recently entered by or on behalf of the Issuer in the relevant column in Schedule A and/or Schedule B hereto, as the case may be.

 

Payments due in respect of Notes for the time being represented by this Permanent Bearer Global Note shall be made to the bearer of this Permanent Bearer Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

 

This Permanent Bearer Global Note is exchangeable upon 30 days’ written notice to the Fiscal Agent, in whole or from time to time in part, for (i) Bearer Notes, with interest coupons attached, in such denominations of the Specified Currency as are indicated in the Final Terms or (ii) (if so specified in the Final Terms) Notes in fully registered form, without coupons (“ Registered Notes ”), in such denominations of the Specified Currency as are indicated in the Final Terms at the office of the Fiscal Agent, upon the request of Euroclear or Clearstream, Luxembourg or other clearance system specified in the Final Terms, acting on behalf of the owners of beneficial interests in the Note, and upon Certification substantially to the effect set forth in Exhibit C-1 and Exhibit C-2 to the Fiscal Agency Agreement and upon compliance with the other procedures set forth in the Fiscal Agency Agreement; provided , however , that no such exchange may occur during a period beginning at the opening of business 15 days before the day of the first publication of a notice of redemption and ending on the relevant redemption date. All expenses incurred as a result of any such exchange shall be paid by the Issuer. Notwithstanding anything to the contrary contained in this paragraph, the Fiscal Agent shall not be required to exchange the entire aggregate principal amount of a Permanent Bearer Global Note for definitive Bearer Notes in the event beneficial owners of less than the entire aggregate principal amount of the Permanent Bearer Global Note have requested definitive Bearer Notes, provided the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the Permanent Bearer Global Note to be so exchanged. Upon exchange of any portion of this Note for a definitive Bearer Note or definitive Bearer Notes, or a definitive Registered Note or definitive Registered Notes, the Fiscal Agent shall (a) if this Note is not intended to be a New Global Note, cause Schedule A and/or Schedule B, as applicable, of this Permanent Bearer Global Note to be endorsed or (b) if this Permanent Bearer Global Note is intended to be a New Global Note, promptly provide details to the relevant Clearing Systems in

 

11 This paragraph should not be included in the case of Notes issued by General Electric Capital Corporation.
A-12

order for the records of the relevant Clearing Systems to be updated, in each case to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such definitive Bearer Note or Bearer Notes, or such definitive Registered Note or Registered Notes, whereupon the principal amount hereof shall be reduced for all purposes by the amount so exchanged and noted. The date of surrender of any Permanent Bearer Global Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

 

This Permanent Bearer Global Note may be transferred by delivery; provided , however , that this Permanent Bearer Global Note may be transferred only to a common depositary, or as the case may be, the common safekeeper, outside the United States for Euroclear or Clearstream, Luxembourg, or to a nominee of such a depositary, or as the case may be, the common safekeeper.

 

This Permanent Bearer Global Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

 

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, and, if this Permanent Bearer Global Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems, this Permanent Bearer Global Note shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or obligatory for any purpose.

A-13

IN WITNESS WHEREOF , the Issuer has caused this Permanent Bearer Global Note to be duly executed.

 

  [GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]
   
  By:
   
  Name:  
  Title:  
     
  [GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]
   
  By:
   
  Name:  
  Title: Director
     
  By:
   
  Name:  
  Title: Director/Secretary

 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes referred to

in the within-mentioned Fiscal Agency Agreement.

 

THE BANK OF NEW YORK MELLON

as Fiscal Agent

 

By:

 

Authorized Officer

 

[Effectuated without recourse,

warranty or liability by:

 

As common safekeeper] 12

 

12 Applicable only for a series of Notes issued as a New Global Note.
A-14

[ Reverse of Permanent Bearer Global Note ]

 

[ Guarantee to be endorsed (except where the Issuer is General Electric Capital Corporation) ]

A-15

SCHEDULE A

 

schedule of payments, Redemption, purchase and cancellation and exchange 13

 

The initial Principal Amount of this Permanent Bearer Global Note is set out above. The following payments of interest, redemptions, purchases and cancellation and exchanges of a part of this Permanent Bearer Global Note for definitive Bearer Notes and Registered Notes, and from Temporary Bearer Global Notes have been made:

 

Date of
Exchange or
Interest
Payment
Payment of
Interest
Principal
Amount
Redeemed
Principal
Amount
Purchased
and
Cancelled
Principal
Amount
Exchanged
From
Temporary
Bearer
Global Notes
Principal
Amount
Exchanged
For
definitive
Bearer
Notes
Principal
Amount
Exchanged
For
definitive
Registered
Notes
Remaining
Principal
Amount
Outstanding
Following
Such
Redemption
or Purchase
and
Cancellation
or Exchange
Notation
Made by or
on behalf
of Fiscal
Agent
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 

 

13 Schedule A should only be completed where this Note is not intended to be a New Global Note.
A-16

SCHEDULE B

 

AMORTIZATION SCHEDULE 14

 

[ Insert if applicable ] / [NOT APPLICABLE]

 

14 Schedule B should only be completed where this Note indicates hereon that it is not intended to be a New Global Note
A-17

SCHEDULE C

 

OPTION TO ELECT REPAYMENT

 

The undersigned hereby irrevocably request(s) the Issuer to repay the within Permanent Bearer Global Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned, at     (Please print or typewrite name and address of the undersigned).

 

If less than the entire principal amount of the within Permanent Bearer Global Note is to be repaid, specify the portion thereof (which shall be increments of 1,000 units of the Specified Currency indicated on the face hereof) which the holder elects to have repaid:     ; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within Permanent Bearer Global Note not being repaid (in the absence of any such specification, one such Permanent Bearer Global Note will be issued for the portion not being repaid).

 

 

Date:

 

NOTICE : The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

A-18

PART 3

 

FORM OF TEMPORARY BEARER GLOBAL NOTE

 

THIS SECURITY IS A TEMPORARY BEARER GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR AN INTEREST IN A PERMANENT BEARER GLOBAL NOTE, WITHOUT COUPONS, REPRESENTING (AND EXCHANGEABLE FOR) DEFINITIVE BEARER NOTES OR IF SO PROVIDED IN THE FINAL TERMS (AS DEFINED BELOW) REGISTERED NOTES. IF SO PROVIDED IN THE FINAL TERMS, THIS TEMPORARY BEARER GLOBAL NOTE MAY ALSO BE EXCHANGED DIRECTLY FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES. THE RIGHTS ATTACHING TO THIS TEMPORARY BEARER GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).

 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT BEARER GLOBAL NOTE OR FOR DEFINITIVE NOTES, THIS TEMPORARY BEARER GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, TO A NOMINEE OF THE OR BY A NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, TO THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR BY THE COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE, OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY OR COMMON SAFEKEEPER, AS THE CASE MAY BE.

 

[COMMERCIAL PAPER

 

THIS TEMPORARY BEARER GLOBAL NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971 OF IRELAND, AS INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989 OF IRELAND, AS AMENDED BY SECTION 70(d) OF THE CENTRAL BANK ACT, 1997 OF IRELAND AND AS AMENDED BY SCHEDULE 3 OF PART 4 OF THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT 2004. THE ISSUER IS NOT REGULATED BY THE CENTRAL BANK OF IRELAND ARISING FROM THE ISSUE OF NOTES. AN INVESTMENT IN NOTES ISSUED BY THE ISSUER WITH A MATURITY OF LESS THAN ONE YEAR DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND.] 15

 

15 Include if this Note is issued by GE Capital European Funding or GE Capital UK Funding and the maturity of Note is less than one year.
A-19

[GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA
FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL
UK FUNDING]

EURO MEDIUM-TERM NOTE

 

[GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION] 16

 

Series  
ISIN  
Temporary Bearer Global Note No .:   
Maturity Date  
Principal Amount in Specified Currency  

 

This Temporary Bearer Global Note is a Temporary Bearer Global Note in respect of a duly authorised issue of Notes (the “ Notes ”) of [General Electric Capital Corporation]/[GE Capital Australia Funding (A.B.N. 67 085 675 467), a company incorporated under the laws of Australia]/[GE Capital European Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland]/[GE Capital UK Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland] (the “ Issuer ”) described, and having the provisions specified, in Part A of the attached Final Terms (the “ Final Terms ”). References in this Temporary Bearer Global Note to the Conditions shall be to the Terms and Conditions of the Notes as set out in Appendix 3 to the Fiscal Agency Agreement (as defined below) as modified and supplemented by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Appendix or (b) this Temporary Bearer Global Note and the information set out in the Final Terms, the Final Terms will prevail.

 

Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Temporary Bearer Global Note.

 

This Temporary Bearer Global Note is issued in bearer form and represents a portion of a duly authorized issue of Euro Medium-Term Notes of the Series specified above, issued under a twelfth amended and restated fiscal and paying agency agreement dated as of April 5, 2013 among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding and The Bank of New York Mellon as fiscal agent (in such capacity, the “ Fiscal Agent ”) and The Bank of New York Mellon (Luxembourg) S.A. as initial registrar and transfer agent (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”).

 

The Issuer, for value received, subject to and in accordance with the Conditions hereby promises to pay to the bearer of this Temporary Bearer Global Note the principal sum (a) if this Temporary Bearer Global Note is not intended to be a New Global Note, specified in Schedule A hereto or, (b) if indicated hereon that this Temporary Bearer Global Note is intended to be a New Global Note, entered in the records of Euroclear Bank S.A./N.V. (“ Euroclear ”) and Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ” and, together with Euroclear, the“ relevant Clearing Systems ”) or any other recognized or agreed clearing system (if this Temporary Bearer Global Note is not intended to be a New Global Note), on the Maturity Date specified

 

16 References to the Guarantor to be deleted in the case of Notes issued by General Electric Capital Corporation.
A-20

above (except to the extent redeemed or repaid prior to the Maturity Date) or, (a) if this Temporary Bearer Global Note is not intended to be a New Global Note, in accordance with the Amortization Schedule set out in Schedule B hereto or (b) if this Temporary Bearer Global Note is intended to be a New Global Note, in accordance with the records of the relevant Clearing Systems and to pay interest thereon and any premium and/or Additional Amounts to the bearer of this Temporary Bearer Global Note, all in accordance with the Conditions.

 

[The payment of all amounts on or in respect of this Temporary Bearer Global Note is guaranteed by General Electric Capital Corporation, as set forth in the Form of Guarantee endorsed on the reverse hereof.] 17

 

If this Temporary Bearer Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Temporary Bearer Global Note shall be the aggregate amount from time to time entered in the records of the relevant Clearing Systems. The records of the relevant Clearing Systems (which expression in this Temporary Bearer Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Temporary Bearer Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Temporary Bearer Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

 

If this Temporary Bearer Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Temporary Bearer Global Note shall be the amount stated in the applicable Final Terms or, if lower, the principal amount most recently entered by or on behalf of the Issuer in the relevant column in Schedule A and/or Schedule B hereto, as the case may be.

 

Payments due in respect of Notes for the time being represented by this Temporary Bearer Global Note shall be made to the bearer of this Temporary Bearer Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

 

Interest on this Temporary Bearer Global Note will accrue from the most recent Fixed Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date, until the principal hereof has been paid or duly made available for payment, in each case, upon Certification. Upon the payment of interest on this Temporary Bearer Global Note, the Fiscal Agent shall (a) if this Temporary Bearer Global Note is not intended to be a New Global Note, cause Schedule A and/or Schedule B, as the case may be of this Temporary Bearer Global Note to be endorsed or (b) if this Temporary Bearer Global Note is intended to be a New Global Note promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated and remain at all times accurate, in each case to reflect such payment of interest and the amount of interest so paid shall be noted. No payments on this Temporary Bearer Global Note will be made at any office or agency maintained by the Issuer in the United States for the payment of principal of, premium, if any, and interest, if any, on this Temporary Bearer Global Note, nor will any such payment be made by mail to an address in the United States or by transfer to an account maintained by the holder of this Temporary Bearer Global Note with a bank in the United States. Notwithstanding the foregoing, if payments in respect of this Temporary Bearer Global Note are payable in U.S. dollars and if payment in U.S. dollars of the full amount payable on this Note at the offices of all paying agencies outside the United States would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Temporary Bearer Global Note will be made by a paying agency in the United States, if such paying agency, under applicable law and regulations, would be able to make such payment. Prior to the Exchange Date, payments of interest, if any, on this Temporary Bearer Global Note will

 

17 This paragraph should not be included in the case of Notes issued by General Electric Capital Corporation.
A-21

be made only to the extent of, and upon, Certification. After the Exchange Date, the holder of this Temporary Bearer Global Note will not be entitled to receive any payment of principal or interest hereon.

 

This Temporary Bearer Global Note is exchangeable in whole or from time to time in part for (i) either, if this Temporary Bearer Global Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a single Permanent Bearer Global Note (equal to the principal amount of the Bearer Notes being exchanged theretofore represented by this Temporary Bearer Global Note) or, if this Temporary Bearer Global Note is not intended to be a New Global Note, an interest (equal to the principal amount of the Bearer Notes being exchanged theretofore represented by this Temporary Bearer Global Note) in a single Permanent Bearer Global Note or (ii) if so specified in the Final Terms, an equal principal amount of definitive Bearer Notes and/or definitive Registered Notes upon request of Euroclear or Clearstream, Luxembourg or other clearance system specified in the Final Terms, acting on behalf of the owner of a beneficial interest in the Note, to the Fiscal Agent only on or after the Exchange Date upon delivery of a certificate substantially in the form of Exhibit B-2 to the Fiscal Agency Agreement (or such other form as is then required by U.S. federal income tax law in effect at such time) by Euroclear or Clearstream, Luxembourg or as the case may be, another clearance system specified in the Final Terms, which certificate shall be based on a certificate substantially in the form of Exhibit B-1 to the Fiscal Agency Agreement (or such other form as is then required by U.S. federal income tax law in effect at such time) provided to it by its accountholders (“ Certification ”) to the effect that the Notes to be issued upon such exchange are not being acquired by or on behalf of a United States person or, if a United States person has a beneficial interest in the Notes, that such person is (i) a Qualifying Foreign Branch purchasing for its own account or for resale, (ii) a United States person who acquires the Notes through a Qualifying Foreign Branch and who holds the obligation through such financial institution on the date of Certification, or (iii) a financial institution who acquires the Notes for purposes of resale during the Restricted Period other than for purposes of resale directly or indirectly to a United States person or to a person within the United States. Upon exchange of any portion of this Temporary Bearer Global Note for a Permanent Bearer Global Note (or definitive Bearer Notes and/or definitive Registered Notes), the Fiscal Agent shall (a) if this Temporary Bearer Global Note is not intended to be a New Global Note, cause Schedule A and/or Schedule B hereto, as the case may be, of this Note to be endorsed or (b) if this Temporary Bearer Global Note is intended to be a New Global Note, promptly provide details to the relevant Clearing Systems in order for the records of the relevant Clearing Systems to be updated, in each case to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount being so exchanged. Except as otherwise provided in the Conditions or the Fiscal Agency Agreement, until exchanged for a Permanent Bearer Global Note (or definitive Bearer Notes and/or definitive Registered Notes), this Temporary Bearer Global Note shall in all respects be entitled to the same benefits under the Fiscal Agency Agreement as a duly authenticated and delivered definitive Note.

 

If this Temporary Bearer Global Note is subject to a tax redemption or if all or any portion of the principal hereof is accelerated, each as described in the Fiscal Agency Agreement, payment of the amount due upon any such redemption or acceleration shall be subject to receipt of Certification.

 

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, and, if this Temporary Bearer Global Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems, this Temporary Bearer Global Note shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or obligatory for any purpose.

A-22

IN WITNESS WHEREOF , the Issuer has caused this Temporary Bearer Global Note to be duly executed.

 

  [GENERAL ELECTRIC CAPITAL CORPORATION]/[GE
CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]
   
  By:
   
  Name:  
  Title:
   
  [GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]
   
  By:
   
  Name:
  Title: Director
     
  By:
   
  Name:
  Title: Director/Secretary

 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes referred

to in the within-mentioned Fiscal Agency Agreement.

 

THE BANK OF NEW YORK MELLON

as Fiscal Agent

 

By:

 

Authorized Officer

 

[Effectuated without recourse,

warranty or liability by:

 

As common safekeeper] 18

 

18 Applicable only for a series of Notes issued that it is issued as a New Global Note.
A-23

Schedule A

 

SCHEDULE OF PAYMENTS, REDEMPTION, PURCHASES AND CANCELLATION AND EXCHANGES 19

 

The initial Principal Amount of this Temporary Bearer Global Note is set out above. The following payments of interest, redemptions, purchases and cancellation and exchanges of a part of this Temporary Bearer Global Note for an interest in a single Permanent Bearer Global Note (or if so specified in the Final Terms, for definitive Notes) have been made:

 

Date of
Exchange or
Interest
Payment
Payment of
Interest
Principal
Amount
Redeemed
Principal
Amount
Purchased
and
Cancelled
Principal
Amount
Exchanged
for
Permanent
Bearer
Global Notes
or definitive
Notes
Remaining
Principal
Amount
Outstanding
Following
Such
Redemption
or Purchase
and
Cancellation
or Exchange
Notation
made by or
on behalf of
Fiscal Agent
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             

 

19 Schedule A should only be completed where this Note is not intended to be a New Global Note.
A-24

Schedule B

 

AMORTIZATION SCHEDULE 20

 

[ Insert if applicable ] / [NOT APPLICABLE]

 

20 Schedule B should only be completed where this Note indicates hereon that it is not intended to be a New Global Note.
A-25

PART 4

 

FORM OF DEFINITIVE BEARER NOTE

 

[ Face of Note ]

 

         
00 000000 [ISIN] 00 0000000

 

Euro Medium Term Note No.:

 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

 

[COMMERCIAL PAPER

 

THIS DEFINITIVE BEARER NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971 OF IRELAND, AS INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989 OF IRELAND, AS AMENDED BY SECTION 70(d) OF THE CENTRAL BANK ACT, 1997 OF IRELAND AND AS AMENDED BY SCHEDULE 3 OF PART 4 OF THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT 2004. THE ISSUER IS NOT REGULATED BY THE CENTRAL BANK OF IRELAND ARISING FROM THE ISSUE OF NOTES. AN INVESTMENT IN NOTES ISSUED BY THE ISSUER WITH A MATURITY OF LESS THAN ONE YEAR DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND.] 21

 

21 Include if this Note is issued by GE Capital European Funding or GE Capital UK Funding and if maturity of Note is less than one year.
A-26

[GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA FUNDING PTY.
LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]

EURO MEDIUM-TERM NOTE

 

[ Specified Currency and Nominal Amount of Tranche ] Notes [Due [ Year of Maturity ]]

 

[GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION] 22

 

This definitive Bearer Note is one of a duly authorised issue of Notes denominated in the Specified Currency and maturing on the Maturity Date (the “ Notes ”) of [General Electric Capital Corporation]/[GE Capital Australia Funding (A.B.N. 67 085 675 467), a company incorporated under the laws of Australia]/[GE Capital European Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland]/[GE Capital UK Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland] (the “ Issuer ”). References in this definitive Bearer Note to the Conditions shall be to the Terms and Conditions set out in ‎Appendix 3 to the Fiscal Agency Agreement (as defined below) which shall be incorporated by reference in this definitive Bearer Note and have effect as if set out in it as modified and supplemented by Part A of the Final Terms (the “ Final Terms ”) (or the relevant provisions of Part A of the Final Terms) endorsed on this definitive Bearer Note but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail.

 

The Notes are issuable under a twelfth amended and restated fiscal and paying agency agreement dated as of April 5, 2013 among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding and The Bank of New York Mellon as fiscal agent (in such capacity, the “ Fiscal Agent ”) and The Bank of New York Mellon (Luxembourg) S.A. as initial registrar and transfer agent (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”). The Bank of New York Mellon at its office in London has been appointed the Exchange Rate Agent (the “ Exchange Rate Agent ”, which terms include any successor exchange rate agent) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

 

The Issuer, for value received, subject to and in accordance with the Conditions, hereby promises to pay to the bearer of this definitive Bearer Note upon surrender hereof, the principal sum specified above on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon to the bearer of the coupons, if any, attached hereto (the “ Coupons ”) and to pay any premium and/or Additional Amounts, all in accordance with the Conditions.

 

[The payment of all amounts on or in respect of this definitive Bearer Note is guaranteed by General Electric Capital Corporation, as set forth in the Form of Guarantee endorsed on the reverse hereof.] 23

 

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this definitive Bearer Note shall not be entitled to any benefit under the Fiscal Agency Agreement, or be valid or obligatory for any purpose.

 

 

22 References to the Guarantor to be deleted in the case of Notes issued by General Electric Capital Corporation.
   
23 This paragraph should not be included in the case of Notes issued by General Electric Capital Corporation.

A-27

IN WITNESS WHEREOF , the Issuer has caused this definitive Bearer Note to be duly executed on its behalf.

 

  [GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]
   
  By:
  Name:
  Title:
  [GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]
  By:
  Name:
  Title: Director
  By:
  Name:
  Title: Director/Secretary

 

CERTIFICATE OF AUTHENTICATION  
This is one of the Notes referred to
in the within-mentioned Fiscal Agency Agreement.
 
   
THE BANK OF NEW YORK MELLON  
as Fiscal Agent  
   
By:  
Authorized Officer  
A-28

[ Reverse of definitive Bearer Note ]

 

Terms and Conditions
[ Terms and Conditions to be as set out in Appendix 3 to the Agency Agreement ]
Final Terms
[S et out text of Final Terms relating to the Notes ]
Guarantee
[ Guarantee to be endorsed (except where the Issuer is General Electric Capital Corporation) ]
A-29

SCHEDULE A

 

OPTION TO ELECT REPAYMENT

 

The undersigned hereby irrevocably request(s) the Issuer to repay the within definitive Bearer Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned, at__________( Please print or typewrite name and address of the undersigned ).

 

If less than the entire principal amount of the within definitive Bearer Note is to be repaid, specify the portion thereof (which shall be increments of 1,000 units of the Specified Currency indicated on the face hereof) which the holder elects to have repaid: ______________; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within definitive Bearer Note not being repaid (in the absence of any such specification, one such definitive Bearer Note will be issued for the portion not being repaid).

 

______

 

Date:

 

NOTICE : The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

A-30

PART 5

 

EURO MEDIUM-TERM NOTE

NO. _____

 

FORM OF COUPON

 

[ Face of Coupon ]

 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

 

[GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA
FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL
UK FUNDING]

 

[GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION] 24

 

[ Specified Currency and Nominal Amount of Tranche ] Notes [ due [ Year of Maturity ]]

 

  Coupon No.: 25 _____________
  Principal Amount:__________
  [Interest Amount due in
  Specified Currency:]
  Due: ____________________

 

Unless the Note to which this Coupon appertains shall have been called for previous redemption and payment thereof duly provided for, on the date set forth hereon, [GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING] (the “ Issuer ”) will pay to bearer, upon surrender hereof at such agencies in such places outside the United States as the Issuer may determine from time to time (the “ Paying Agents ”), interest on the principal amount of such Note as specified above (together with any Additional Amounts in respect thereof which the Issuer may be required to pay according to the terms of such Note), in accordance with the Terms and Conditions.

 

[The payment of all amounts on or in respect of this Coupon is guaranteed by General Electric Capital Corporation, as set forth in the Form of Guarantee endorsed on the reverse hereof.] 26

 

00 000000 [ISIN] 00 0000000

 

24 References to Guarantor to be deleted in the case of Notes issued by General Electric Capital Corporation.
   
25 The Coupon number, the interest amount due in the Specified Currency and due date should appear in the right-hand section of the face of the Coupon.
   
26 This paragraph should not be included in the case of Notes issued by General Electric Capital Corporation.
A-31

PART 6

 

EURO MEDIUM-TERM NOTE

NO._____

 

FORM OF RECEIPT

 

[ Face of Receipt ]

 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

 

[GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA
FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL
UK FUNDING]

 

[GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION] 27

 

[ Specified Currency and Nominal Amount of Tranche ] Notes [ due [ Year of Maturity ]]

 

Receipt for the sum of [                    ] being the installment of principal payable in accordance with the Terms and Conditions endorsed on the Note to which this Receipt appertains (the “ Conditions ”) on [              ].

 

This Receipt is issued subject to and in accordance with the Conditions which shall be binding upon the holder of this Receipt (whether or not it is for the time being attached to the Note) and is payable at the specified office of any of the Paying Agents set out on the reverse of the Note to which this Receipt appertains (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders).

 

This Receipt must be presented for payment together with the Note to which it appertains. The Issuer shall have no obligation in respect of any Receipt presented without the Note to which it appertains or any unmatured Receipts.

 

27 References to Guarantor to be deleted in the case of Notes issued by General Electric Capital Corporation.
A-32
  [GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]
   
  By:
  Name:
  Title:
   
  [GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]
  By:
  Name:
  Title: Director
  By:
  Name:
  Title: Director/Secretary
A-33

[ Reverse of Coupon and Receipt ]

 

Fiscal Agent and Exchange Rate Agent :

 

The Bank of New York Mellon

One Canada Square

London E14 5AL, United Kingdom

 

and/or any other or further Fiscal Agent, Paying Agents or Exchange Rate Agent and/or specified offices as may from time to time be duly appointed by the Issuer [or the Guarantor] 28 and notice of which has been given to the Noteholders.

 

28 To be included in the case of a Note issued by an Issuer other than General Electric Capital Corporation
A-34

PART 7

 

FORM OF DEFINITIVE REGISTERED NOTE

 

Euro Medium Term Note No.:

 

[COMMERCIAL PAPER

 

THIS DEFINITIVE REGISTERED NOTE IS ISSUED IN ACCORDANCE WITH AN EXEMPTION GRANTED BY THE CENTRAL BANK OF IRELAND UNDER SECTION 8(2) OF THE CENTRAL BANK ACT, 1971 OF IRELAND, AS INSERTED BY SECTION 31 OF THE CENTRAL BANK ACT, 1989 OF IRELAND, AS AMENDED BY SECTION 70(d) OF THE CENTRAL BANK ACT, 1997 OF IRELAND AND AS AMENDED BY SCHEDULE 3 OF PART 4 OF THE CENTRAL BANK AND FINANCIAL SERVICES AUTHORITY OF IRELAND ACT 2004. THE ISSUER IS NOT REGULATED BY THE CENTRAL BANK OF IRELAND ARISING FROM THE ISSUE OF NOTES. AN INVESTMENT IN NOTES ISSUED BY THE ISSUER WITH A MATURITY OF LESS THAN ONE YEAR DOES NOT HAVE THE STATUS OF A BANK DEPOSIT AND IS NOT WITHIN THE SCOPE OF THE DEPOSIT PROTECTION SCHEME OPERATED BY THE CENTRAL BANK OF IRELAND.] 29

 

29 Include if this Note is issued by GE Capital European Funding or GE Capital UK Funding and if maturity of Note is less than one year.
A-35

[GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA
FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]/[GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL
UK FUNDING]

EURO MEDIUM-TERM NOTE

 

[ Specified Currency and Nominal Amount of Tranche ] Notes [Due [ Year of Maturity ]]

 

[GUARANTEED BY GENERAL ELECTRIC CAPITAL CORPORATION] 30

 

[General Electric Capital Corporation]/[GE Capital Australia Funding (A.B.N. 67 085 675 467), a company incorporated under the laws of Australia]/[GE Capital European Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland]/[GE Capital UK Funding, a public unlimited liability company incorporated under the Companies Act 1963 to 2012 of Ireland] (the “ Issuer ”) hereby certifies that [                           ] is/are, at the date of this definitive Registered Note, entered in the Register as the holder(s) of the aggregate nominal amount of [                  ] of a duly authorised issue of Notes (the “ Notes ”) described, and having the provisions specified, in Part A of the attached Final Terms (the “ Final Terms ”). References in this definitive Registered Note to the Conditions shall be to the Terms and Conditions set out in Appendix 3 to the Fiscal Agency Agreement (as defined below) as supplemented by information set out in the Final Terms but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail.

 

Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this definitive Registered Note.

 

The Notes are issuable under a twelfth amended and restated fiscal and paying agency agreement dated as of April 5, 2013 among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding and The Bank of New York Mellon as fiscal agent (in such capacity, the “ Fiscal Agent ”) and The Bank of New York Mellon (Luxembourg) S.A. as initial registrar and transfer agent (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”). The Bank of New York Mellon at its office in London has been appointed the Exchange Rate Agent (the “ Exchange Rate Agent ”, which terms include any successor exchange rate agent) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.

 

Subject to and in accordance with the Conditions, the registered holder(s) of this definitive Registered Note is/are entitled to receive on the Maturity Date and/or on such earlier date(s) as this definitive Registered Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of this definitive Registered Note on each such due date and interest (if any) on this definitive Registered Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, all in accordance with the Conditions.

 

[The payment of all amounts on or in respect of this definitive Registered Note is guaranteed by General Electric Capital Corporation, as set forth in the Form of Guarantee endorsed on the reverse hereof.] 31

 

30 References to the Guarantor to be deleted in the case of Notes issued by General Electric Capital Corporation.
   
31 This paragraph should not be included in the case of Notes issued by General Electric Capital Corporation.
A-36

This definitive Registered Note is not a document of title. Entitlements are determined by entry in the Register and only the duly registered holder from time to time is entitled to payment in respect of this definitive Registered Note.

 

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, and, if this definitive Registered Note is intended to be held in a manner which would allow Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems, this definitive Registered Note shall not be entitled to any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof, or be valid or obligatory for any purpose.

A-37

IN WITNESS WHEREOF , the Issuer has caused this definitive Registered Note to be duly executed.

 

  [GENERAL ELECTRIC CAPITAL CORPORATION]/[GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)]
   
  By:
   
  Name:
  Title:
   
  [GE CAPITAL EUROPEAN FUNDING]/[GE CAPITAL UK FUNDING]
   
  By:
   
  Name:
  Title:     Director
   
  By:
   
  Name:
  Title:     Director/Secretary

 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes referred to

in the within-mentioned Fiscal Agency Agreement.

 

THE BANK OF NEW YORK MELLON

as Fiscal Agent

 

By:

Authorized Officer

A-38

[ Reverse of definitive Registered Note ]

 

[ Guarantee to be endorsed (except where the Issuer is General Electric Capital Corporation) ]

A-39

Schedule A 

 

OPTION TO ELECT REPAYMENT

 

The undersigned hereby irrevocably request(s) the Issuer to repay the within definitive Registered Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date, to the undersigned, at __________( Please print or typewrite name and address of the undersigned ).

 

If less than the entire principal amount of the within definitive Registered Note is to be repaid, specify the portion thereof (which shall be increments of 1,000 units of the Specified Currency indicated on the face hereof) which the holder elects to have repaid:       ; and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the holder for the portion of the within definitive Registered Note not being repaid (in the absence of any such specification, one such definitive Registered Note will be issued for the portion not being repaid).

 

_____________ .

 

Date:

 

NOTICE : The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.

A-40

Schedule B 

 

FORM OF TRANSFER 32

 

FOR VALUE RECEIVED the undersigned hereby transfers to

 

 

 

 

(Please print or typewrite name and address of transferee)

 

 

    principal amount of this definitive Registered Note and all rights under it.

 

Date:       
      Certifying Signature  

 

Signed:____________________________

 

on behalf of ________________________

 

Note:

 

(1) The signature of this transfer must correspond with the name of the registered Noteholder as it appears above on the face of this definitive Registered Note unless the signature is of an authorised officer of a corporate Noteholder.

 

(2) A representative of the registered Noteholder should state the capacity in which he signs (e.g., executor).

 

(3) The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered Noteholder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.

 

32 This Note may only be assigned in accordance with any legends appearing on the face hereof and otherwise in accordance with the Fiscal Agency Agreement and the Conditions.
A-41

Exhibit B

 

Exhibit B-1

 

[Form of Certificate to be given by an Account
Holder of Euroclear or Clearstream, Luxembourg]

 

CERTIFICATE

 

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital European Funding]

[GE Capital UK Funding]

 

Euro Medium-Term Notes

 

[Unconditionally Guaranteed by

General Electric Capital Corporation]

 

Represented by Temporary Bearer Global Note No. __.

 

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income tax regardless of its source, or trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (“ United States person(s) ”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“ financial institutions ”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) such financial institution has not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

 

As used herein, “ United States ” means the United States of America (including the States and the District of Columbia) and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

B-1-1

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

 

This certification excepts and does not relate to [ Currency ][ Amount ] of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

 

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

 

Dated:           ___________

 

[To be dated no earlier than the 10th day before

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]

 

[ Name of Account Holder ]

 

By:

(Authorized Signatory)

 

Name:

Title:

B-1-2

Exhibit B-2

 

[Form of Certificate to be given by
Euroclear or Clearstream, Luxembourg]

 

CERTIFICATE

 

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital European Funding]

[GE Capital UK Funding]

 

Euro Medium-Term Notes

 

[Unconditionally Guaranteed by

General Electric Capital Corporation]

 

Represented by Temporary Bearer Global Note No. ____ .

 

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “ Member Organizations ”) substantially to the effect set forth in Exhibit B-1 to the Thirteenth Amended and Restated Fiscal and Paying Agency Agreement dated April 4, 2014, as of the date hereof, [ Currency ][ Amount ] principal amount of the above-captioned Notes (i) is owned by persons that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income tax regardless of its source, or trusts if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (“ United States persons ”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“ financial institutions ”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, “ United States ” means the United States of America (including the

B-2-1

States and the District of Columbia) and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

 

We further certify (i) that we are not making available herewith for exchange any portion of the Temporary Bearer Global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith are no longer true and cannot be relied upon as of the date hereof.

 

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

 

Dated:         _____________

[To be dated no earlier than

[insert date of Interest Payment Date prior to Exchange Date]

[insert date of redemption or acceleration prior to Exchange Date]

[insert Exchange Date]]

 

 

  [ EUROCLEAR BANK SA/NV]
   
  [ CLEARSTREAM BANKING, société anonyme ]
   
  [OTHER CLEARANCE SYSTEM]
   
  By:
B-2-2

EXHIBIT C

 

EXHIBIT C-1

 

[Form of Certificate to be given by an Account Holder of
Euroclear and Clearstream, Luxembourg]

 

CERTIFICATE

 

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital European Funding]

[GE Capital UK Funding]

 

Programme for the Issuance of Euro Medium-Term Notes Due

9 Months or More from Date of Issue

 

[Unconditionally guaranteed by

General Electric Capital Corporation]

 

Represented by Permanent Bearer Global Note No. __.

 

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced Permanent Bearer Global Note and (ii) such persons desire to exchange _____ principal amount of the above-captioned Notes for definitive [Registered/Bearer] Notes.

 

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

 

This certification excepts and does not relate to [$]_____ of such interest in the above Notes in respect of which we do not desire to exchange for definitive Notes.

 

Dated:         _______

 

[ Name of Account Holder ]

 

By:

Name:

Title:

C-1-1

Exhibit C-2

 

[Form of Certificate to be given by Euroclear and Clearstream, Luxembourg]

 

CERTIFICATE

 

[General Electric Capital Corporation]

[GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467)]

[GE Capital European Funding]

[GE Capital UK Funding]

 

Programme for the Issuance of Euro Medium-Term Notes Due

9 Months or More from Date of Issue

 

[Unconditionally Guaranteed by

General Electric Capital Corporation]

 

Represented by Permanent Bearer Global Note No. ____ .

 

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “ Member Organizations ”) substantially to the effect set forth in Exhibit C-1 to the Thirteenth Amended and Restated Fiscal and Paying Agency Agreement relating to such Notes, as of the date hereof, principal amount of the above-captioned Notes (i) is owned by person(s) requesting definitive [Registered/Bearer] Notes in exchange for their interests in the above-referenced Permanent Bearer Global Note and (ii) such persons desire to exchange ______ principal amount of the above-captioned Notes for definitive [Registered/Bearer] Notes.

 

We further certify (i) that we are making available herewith for exchange all interests in the Permanent Bearer Global Note and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the Permanent Bearer Global Note submitted herewith are no longer true and cannot be relied upon as the date hereof.

 

Dated: __________________

 

  [EUROCLEAR BANK SA/NV]
   
  [ CLEARSTREAM BANKING, société anonyme ]
   
 

[OTHER CLEARANCE SYSTEM]

C-2-1

EXHIBIT D

 

EXHIBIT D-1

 

[Form of Senior Guarantee to be endorsed on Senior Notes]

 

1. FOR VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “ Guarantor ”), hereby unconditionally and irrevocably guarantees to the holder of the Note upon which this guarantee is endorsed the due and punctual payment of any and all amounts required to be paid upon said Note according to its terms, when, where and as the same shall become due and payable, whether on an interest payment date, at maturity, upon redemption or purchase or otherwise, in accordance with the terms thereof. Terms and expressions defined in the Twelfth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 5, 2013, as it may be further amended or supplemented from time to time, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding, The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A. (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”), and the Notes shall have the same meanings herein, except as otherwise defined herein or unless there is something in the subject matter or context inconsistent therewith.

 

2. (a) In case of failure by [GE Capital Australia Funding Pty. Ltd.] [GE Capital European Funding] [GE Capital UK Funding] [Name of Additional Issuer acceding to the Fiscal Agency Agreement pursuant to Section 16 thereof] or its successors or assigns (the “ Issuer ”) punctually to pay any such amount, the Guarantor hereby agrees to cause such payment to be made punctually when, where and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, legality or enforceability of the Note, the absence of any action to enforce the same, the waiver or consent by the holder of the Note with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

 

(b) The Guarantor shall be subrogated to all rights of the holder of the Note against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided that the Guarantor shall not be entitled to enforce or receive any payment arising out of, or based upon, such right of subrogation until all amounts due on or to become due on or in respect of all of the Notes shall have been paid in full or duly provided for.

 

(c) The Guarantor hereby waives notice of acceptance of this Guarantee and also waives notice of nonpayment of any and all amounts payable or in respect of said Note or any part thereof.

 

(d) This Guarantee is (i) unsecured and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor and (ii) effectively junior to the liabilities of the Guarantor’s subsidiaries.

 

3. (a) The Guarantor will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Guarantor shall be the continuing corporation or the

D-1-1

successor corporation (if other than the Guarantor) (the “ successor corporation ”) shall be a corporation organized under the laws of the United States of America or of a state thereof and such successor corporation shall expressly assume the due and punctual payments of all amounts due under this Guarantee and the due and punctual performance of all of the covenants and obligations of the Guarantor under this Guarantee endorsed on all the Notes, by supplemental agreement satisfactory to the Fiscal Agent executed and delivered to such Fiscal Agent by the successor corporation and the Guarantor and (ii) the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation.

 

(b) Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Guarantor under this Guarantee, with the same effect as if such successor corporation had been named as the Guarantor herein, and the Guarantor shall be released from its liability as Guarantor under this Guarantee and under the Fiscal Agency Agreement.

 

4. The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee, and to constitute the same the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization and other laws of general application relating to or affecting the rights of creditors or by general principles of equity, including the limitation that specific performance, being an equitable remedy, is discretionary and may not be ordered, have been done and performed and have happened in due and strict compliance with all applicable laws.

 

5. This Guarantee shall be construed in accordance with and governed by the laws of the State of New York, United States of America.

 

6. This Guarantee is dated the date of the Note upon which it is endorsed.

 

IN WITNESS WHEREOF, the Guarantor has caused this Senior Guarantee to be duly executed.

 

GENERAL ELECTRIC CAPITAL CORPORATION

 

By:___________________________

D-1-2

Exhibit D-2

 

[Form of Subordinated Guarantee to be endorsed on Subordinated Notes]

 

1. FOR VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “ Guarantor ”), hereby unconditionally and irrevocably guarantees to the holder of the Subordinated Note upon which this guarantee is endorsed the due and punctual payment of any and all amounts required to be paid upon said Subordinated Note according to its terms, when, where and as the same shall become due and payable, whether on an interest payment date, at maturity, upon redemption or purchase or otherwise, in accordance with the terms thereof. Terms and expressions defined in the Twelfth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 5, 2013, as it may be further amended or supplemented from time to time, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding, The Bank of New York Mellon and The Bank of New York Mellon (Luxembourg) S.A. (as amended and supplemented from time to time, the “ Fiscal Agency Agreement ”), and the Notes shall have the same meanings herein, except as otherwise defined herein or unless there is something in the subject matter or context inconsistent therewith.

 

2. (a) In case of failure by [GE Capital Australia Funding Pty. Ltd.] [GE Capital European Funding] [GE Capital UK Funding] [Name of Additional Issuer acceding to the Fiscal Agency Agreement pursuant to Section 16 thereof] or its successors or assigns (the “ Issuer ”) punctually to pay any such amount, the Guarantor hereby agrees to cause such payment to be made punctually when, where and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, legality or enforceability of the Subordinated Note, the absence of any action to enforce the same, the waiver or consent by the holder of the Subordinated Note with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor.

 

(b) The Guarantor shall be subrogated to all rights of the holder of the Subordinated Note against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided that the Guarantor shall not be entitled to enforce or receive any payment arising out of, or based upon, such right of subrogation until all amounts due on or to become due on or in respect of all of the Notes shall have been paid in full or duly provided for.

 

(c) The Guarantor hereby waives notice of acceptance of this Guarantee and also waives notice of nonpayment of any and all amounts payable or in respect of said Note or any part thereof.

 

(d) This Subordinated Guarantee (i) constitutes general unsecured obligations of the Guarantor, (ii) ranks subordinated in right of payment, as set forth in Article 3 below and (iii) is effectively junior to the liabilities of the subsidiaries of the Guarantor.

 

3. The Guarantor agrees, and each Noteholder by accepting a Subordinated Note and this Subordinated Guarantee agrees, that the indebtedness evidenced by such Subordinated Guarantee is subordinated in right of payment to the prior payment of all

D-2-1

Senior Guarantor Indebtedness, and that such subordination is for the benefit of and enforceable by the holders of Senior Guarantor Indebtedness. Only obligations of the Guarantor which are Senior Guarantor Indebtedness shall rank senior to this Subordinated Guarantee in accordance with the provisions set forth in this Article 3.

 

(a) For purposes of this Article 3:

 

(i) “ Senior Guarantor Indebtedness ” shall mean (i) the principal of, premium, if any, and interest on, all of the Guarantor’s indebtedness for money borrowed, other than the any Notes issued by the Guarantor; (ii) obligations of the Guarantor arising from any guaranty, letter of credit or similar credit enhancement (including, without limitation, obligations arising from off balance sheet guarantees and direct credit substitutes); (iii) obligations of the Guarantor associated with derivative products such as interest rate and foreign exchange rate swaps, forward sales of interests in commodities, and similar arrangements; and (iv) obligations of the Guarantor for purchased money, in each case regardless of whether such indebtedness or obligations are outstanding on the date of execution of the Fiscal Agency Agreement or thereafter created, assumed or incurred, and any deferrals, renewals or extensions thereof; provided, however, that Senior Guarantor Indebtedness shall not include (1) any accounts payable or other liability to trade creditors (other than those obligations referenced in items (ii) and (iii), above) arising in the ordinary course of business (including instruments evidencing such liabilities), (2) any indebtedness, guarantee or obligation of such Guarantor which is expressly subordinate or junior in right of payment in any respect to any other indebtedness, guarantee or obligation, or (3) any obligations with respect to any capital stock.

 

(ii) “ Indebtedness for money borrowed ” as used in the definition of Senior Guarantor Indebtedness above shall include, without limitation, any obligation of the Guarantor for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments and any deferred obligation for the payment of the purchase price of property or assets.

 

(b) Upon any payment or distribution of the assets of the Guarantor to creditors or upon a total or partial liquidation, total or partial dissolution of the Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Guarantor or its respective properties:

 

(i) the holders of Senior Guarantor Indebtedness will be entitled to receive payment in full of the Senior Guarantor Indebtedness before the holders of this Subordinated Guarantee are entitled to receive any such amount due and payable in accordance with the terms of this Subordinated Guarantee; and

 

(ii) until the Senior Guarantor Indebtedness is paid in full, any distribution to which holders of this Subordinated Guarantee would be entitled but for this Article 3 will be made to holders of the Senior Guarantor Indebtedness as their interests may appear (except that the holders of this Subordinated Guarantee may receive shares of stock and any debt securities that are subordinated to Senior Guarantor Indebtedness to at least the same extent as this Subordinated Guarantee and do not provide for the payment of principal prior to the maturity of all Senior Guarantor Indebtedness).

D-2-2

(c) The Guarantor may not pay any such amounts due and payable in accordance with the terms of this Subordinated Guarantee, make any deposit to or otherwise repurchase, redeem or otherwise retire this Subordinated Guarantee if:

 

(i) any Senior Guarantor Indebtedness is not paid when due and payable; or

 

(ii) any other default on Senior Guarantor Indebtedness occurs and the maturity of such Senior Guarantor Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Guarantor Indebtedness has been paid in full.

 

(d) If a distribution is made to holders of this Subordinated Guarantee that, due to the subordination provisions contained in this Article 3 should not have been made to them, the holders of this Subordinated Guarantee who receive such distribution are required to hold such distributions in trust for the holders of Senior Guarantor Indebtedness and pay it over to them as their interests may appear.

 

(e) After all Senior Guarantor Indebtedness is paid in full and until the Subordinated Note to which this Subordinated Guarantee relates is paid in full, holders of this Subordinated Guarantee shall be subrogated to the rights of holders of Senior Guarantor Indebtedness to receive distributions applicable to Senior Guarantor Indebtedness. A distribution made to holders of Senior Guarantor Indebtedness pursuant to this Article 3 which otherwise would have been made to the holders of this Subordinated Guarantee is not, as between the Guarantor and the holders of this Subordinated Guarantee, a payment by the Guarantor on Senior Guarantor Indebtedness.

 

(f) This Article 3 defines the relative rights of holders of this Subordinated Guarantee and holders of Senior Guarantor Indebtedness. Nothing herein shall:

 

(1) impair, as between an Guarantor and holders of this Subordinated Guarantee, the obligation of the Guarantor, which is absolute and unconditional, to pay principal of and interest on or other amounts with respect to the this Subordinated Guarantee in accordance with their terms; or

 

(2) prevent any holder of this Subordinated Guarantee from exercising its available remedies upon a Subordinated Note Event of Default, subject to the rights of holders of Senior Guarantor Indebtedness to receive distributions otherwise payable to holders of this Subordinated Guarantee.

 

(g) No right of any holder of Senior Guarantor Indebtedness to enforce the subordination of the indebtedness evidenced by this Subordinated Guarantee will be impaired by any act or failure to act by the Guarantor or by the failure of the Guarantor to comply with its obligations hereunder.

 

(h) Notwithstanding Article 3(c), the Fiscal Agent or any Paying Agent may make payments pursuant to the terms of this Subordinated Guarantee and will not be charged with knowledge of the existence of facts that would prohibit the making of any

D-2-3

such payments unless, not less than two (2) Business Days prior to the date of such payment, an officer of the Fiscal Agent responsible for the administration of the Fiscal Agency Agreement receives written notice satisfactory to it that payments may not be made under the terms of this Subordinated Guarantee. The Guarantor, the Registrar, a Paying Agent, a trustee, agent or representative for an issuer of Senior Indebtedness or a holder of Senior Guarantor Indebtedness may give the notice; provided, however, that, if an issue of Senior Guarantor Indebtedness has a trustee, agent or representative, only such trustee, agent or representative, rather than a holder of Senior Guarantor Indebtedness, may provide notice. The Fiscal Agent will be entitled to assume that any prohibition on the right of the Guarantor to pay amounts due pursuant to the terms of this Subordinated Guarantee has not terminated unless an officer of the Fiscal Agent responsible for the administration of the Fiscal Agency Agreement receives written notice satisfactory to it of such termination from any of the persons specified in the foregoing sentence.

 

The Fiscal Agent in its individual or any other capacity may hold Senior Guarantor Indebtedness with the same rights it would have if it were not Fiscal Agent. The Registrar and any Paying Agent may do the same with like rights. The Fiscal Agent will be entitled to all the rights set forth in the terms of this Subordinated Guarantee with respect to any Senior Guarantor Indebtedness, which may at any time be held by it, to the same extent as any other holder of Senior Guarantor Indebtedness; and nothing herein shall deprive the Fiscal Agent of any of its rights as such holder. Nothing herein shall apply to claims of, or payments to, the Fiscal Agent under or pursuant to the terms of this Subordinated Guarantee.

 

(i) Whenever a distribution is to be made or a notice given to holders of Senior Guarantor Indebtedness pursuant to the terms of this Subordinated Guarantee, the distribution may be made and the notice given to their trustee, agents or representatives, if any.

 

(j) Upon any payment or distribution pursuant to the terms of this Subordinated Guarantee the Fiscal Agent and the holders of this Subordinated Guarantee shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Article 3(b) are pending, (ii) upon a certificate of the liquidating trustee or agent or other person making such payment or distribution to the Fiscal Agent or to the holders of this Subordinated Guarantee or (iii) upon the trustee, agents or representatives for the holders of Senior Guarantor Indebtedness or upon the holders of Senior Guarantor Indebtedness for which there are no such representatives for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Guarantor Indebtedness, and other indebtedness of the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the terms hereof. In the event that the Fiscal Agent determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Guarantor Indebtedness to participate in any payment or distribution pursuant to this Article 3, the Fiscal Agent may request such person to furnish evidence to the reasonable satisfaction of the Fiscal Agent as to the amount of Senior Guarantor Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such person under this Article 3 and, if such

D-2-4

evidence is not furnished, the Fiscal Agent may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

 

(k) The Fiscal Agent, in its capacity as Fiscal Agent or paying agent pursuant to the Fiscal Agency Agreement, shall not be deemed to owe any fiduciary duty to the holders of Senior Guarantor Indebtedness and shall not be liable in either capacity to any such holders if it shall mistakenly pay over or distribute to holders of this Subordinated Guarantee, the Guarantor, or any other person, money or assets to which any holders of Senior Guarantor Indebtedness shall be entitled by virtue of this Article 3 or otherwise.

 

(l) Each holder of this Subordinated Guarantee by accepting a Subordinated Note shall be deemed to acknowledge and agree that the provisions of this Article 3 are, and are intended to be, an inducement and a consideration to each holder of any Senior Guarantor Indebtedness whether such Senior Guarantor Indebtedness was created or acquired before or after the issuance of the Subordinated Guarantee, to acquire and continue to hold, or to continue to hold, such Senior Guarantor Indebtedness and such holder of Senior Guarantor Indebtedness shall be deemed conclusively to have relied on this Article 3 in acquiring and continuing to hold, or in continuing to hold, such Senior Guarantor Indebtedness.

 

4. (a) The Guarantor will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its properties to any other corporation, unless (i) either the Guarantor shall be the continuing corporation or the successor corporation (if other than the Guarantor) (the “ successor corporation ”) shall be a corporation organized under the laws of the United States of America or of a state thereof and such successor corporation shall expressly assume the due and punctual payments of all amounts due under this Guarantee and the due and punctual performance of all of the covenants and obligations of the Guarantor under this Guarantee endorsed on all the Notes, by supplemental agreement satisfactory to the Fiscal Agent executed and delivered to such Fiscal Agent by the successor corporation and the Guarantor and (ii) the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenant or obligation.

 

(b) Upon any such merger or consolidation, sale, conveyance, transfer or other disposition, such successor corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all the obligations of, the Guarantor under this Guarantee, with the same effect as if such successor corporation had been named as the Guarantor herein, and the Guarantor shall be released from its liability as Guarantor under this Guarantee and under the Fiscal Agency Agreement.

 

5. The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee, and to constitute the same the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization and other laws of general application relating to or affecting the rights of creditors or by general principles of equity, including the limitation that specific performance, being an equitable remedy, is discretionary and may not be ordered,

D-2-5

have been done and performed and have happened in due and strict compliance with all applicable laws.

 

6. This Guarantee shall be construed in accordance with and governed by the laws of the State of New York, United States of America.

 

7. This Guarantee is dated the date of the Note upon which it is endorsed.

D-2-6

IN WITNESS WHEREOF, the Guarantor has caused this Subordinated Guarantee to be duly executed.

 

GENERAL ELECTRIC CAPITAL CORPORATION

 

By:_________________________

D-2-7

Exhibit E

 

[Form of Issuer Accession Letter]

 

ISSUER ACCESSION LETTER

 

[DATE]

 

GENERAL ELECTRIC CAPITAL CORPORATION

201 High Ridge Road

Stamford, CT 06927

Attention: Senior Vice President - Corporate Treasury

and Global Funding Operation

 

[Name of Additional Issuer]

[Address]

Attention:_________________________

 

THE BANK OF NEW YORK MELLON

One Canada Square

London E14 5AL

United Kingdom

Attention: [Manager, Institutional Trust Services]

 

Ladies and Gentlemen:

 

Reference is hereby made to the Thirteenth Amended and Restated Fiscal and Paying Agency Agreement dated as of April 4, 2014 (the “ Fiscal Agency Agreement ”) among General Electric Capital Corporation, as an issuer and as guarantor (“ GE Capital ”), the other issuers named therein or acceded thereto (together with GE Capital, each an “ Issuer ”), The Bank of New York Mellon, as fiscal and paying agent (the “ Fiscal Agent ”), The Bank of New York Mellon (Luxembourg) S.A., as initial registrar and Luxembourg transfer agent pursuant to which Euro Medium-Term Notes of each such Issuer are distributed from time to time. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Fiscal Agency Agreement.

 

1. Pursuant to Section 16(b)(i) of the Fiscal Agency Agreement, this Issuer Accession Letter is being entered into by GE Capital, [ Name of Additional Issuer ] (the “ Company ”), the Fiscal Agent and the Paying Agent to provide for the accession of the Company as an Additional Issuer party to the Fiscal Agency Agreement as of the date hereof (the “ Accession Date ”).

 

2. In accordance with Section 16(a) of the Fiscal Agency Agreement, GE Capital and the Company hereby confirm that the Company is a Subsidiary of GE Capital and that each Note issued by the Company shall be irrevocably and unconditionally guaranteed by GE Capital.

 

3. In accordance with Section 16(b)(ii) and 16(b)(iii) of the Fiscal Agency Agreement, GE Capital and the Company hereby certify to the Fiscal Agent that each of the persons signing this Issuer Accession Letter on behalf of the GE Capital and the Company is an Issuer Authorized Representative as defined in Section 3(a) of the Fiscal Agency Agreement and that each of the forms of Notes, including the form of the Guarantee appearing thereon, attached hereto as Annex A-1 through A-[__] has been approved
E-1
  pursuant to the authority delegated to such Issuer Authorized Representative by the Board of Directors of each of GE Capital and the Company. In addition to the above, the following persons are Issuer Authorized Representatives of the Company: [ List each Additional Issuer Authorized Representative, if any. ]

 

4. In accordance with Section 16(b)(iv) of the Fiscal Agency Agreement, the Company and the Guarantor hereby confirm that an Issuer Accession Notice has been sent to each of the Dealers party to the Distribution Agreement, a copy of which is attached hereto as Annex B.

 

5. All notices to the Company under Section 17 of the Fiscal Agency Agreement shall be deemed to have been given when sent by certified or registered mail, postage prepaid, or by facsimile transmission to the Company as follows (in each case with a copy to GE Capital at the address or facsimile number appearing in Section 17 of the Fiscal Agency Agreement):

 

[Company Name]

[Address]

Attention:________________________

Phone:__________________________

Fax:____________________________

 

Please countersign where indicated below to indicate your acceptance and agreement to the foregoing, whereupon this Issuer Accession Letter shall become a valid and binding agreement of the parties as of the date first above written.

 

Very truly yours,

 

GENERAL ELECTRIC CAPITAL CORPORATION

 

By:__________________________

Name:

Title:

 

[ NAME OF ADDITIONAL ISSUER ]

 

By:__________________________

Name:

Title:

E-2

Accepted and Agreed:

 

THE BANK OF NEW YORK MELLON

 

By:________________________________

Name:

Title:

 

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

 

By:________________________________

Name:

Title:

E-3
Exhibit 4(l)

February 27, 2015



Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549

Subject:
 
General Electric Capital Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2014 – File No. 001-06461

Dear Sirs:

Neither General Electric Capital Corporation (the "Corporation") nor any of its subsidiaries has outstanding any instrument with respect to its long-term debt, other than those filed as an exhibit to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, 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 §229.601), the Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument that defines the rights of holders of such long-term debt not filed or incorporated by reference as an exhibit to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
 

Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
 
By:
/s/ Daniel C. Janki
   
 
Daniel C. Janki
Senior Vice President – Corporate Treasury and Global Funding Operation
   

 


Exhibit 10
 
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
 
AMENDED AND RESTATED AGREEMENT




AMENDED AND RESTATED AGREEMENT (the "Agreement") dated February 24, 2015, by and between GENERAL ELECTRIC COMPANY, a New York corporation ("GE") and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GE CAPITAL").
 
WITNESSETH:
 
WHEREAS, GE owns all of the outstanding common stock of GE Capital;
 
WHEREAS, GE and GE Capital consider it to be in their respective best interests that the ratio of earnings to fixed charges of GE Capital and consolidated affiliates be not less than 1.10 for each GE Capital fiscal year; and
 
WHEREAS, GE and GE Capital wish to amend and restate an agreement originally entered into on March 28, 1991 and previously amended and restated on October 29, 2009.
 
NOW, THEREFORE, in consideration of the foregoing, the mutual advantage and benefit of the parties hereto and other good and valuable consideration, the parties hereto hereby agree as follows:

1.  
GE shall make income maintenance payments to GE Capital, constituting additions to the pre-tax income of GE Capital, to the extent that such payments are necessary to cause the ratio of earnings to fixed charges of GE Capital and consolidated affiliates (determined on a consolidated basis and in accordance with present SEC regulations) to be not less than 1.10 for the period, as a single aggregation, of each GE Capital fiscal year commencing with the GE Capital fiscal year ending December 31, 1991; provided, however, that non-cash charges attributable to goodwill and intangibles shall be excluded from the calculation of such ratio.

2.  
This Agreement may not be amended in a manner adverse to GE Capital unless (a) holders of not less than 50.1% of the aggregate principal amount of senior unsecured debt securities (with an original stated maturity in excess of 270 days) issued, or guaranteed, by GE Capital and outstanding at the time of such proposed amendment, consent to the amendment, or (b) the amendment does not result in a downgrade of GE Capital's long-term ratings at the time of such amendment (as determined by each of Moody's Investor Service, Inc. and Standard and Poors, a division of the McGraw-Hill Companies).

3.  
This Agreement is not, and nothing herein contained and nothing done pursuant hereto by GE shall be deemed to constitute, a guaranty by GE of the payment of any indebtedness, obligation or liability of any kind or character whatsoever of GE Capital or any of GE Capital's direct or indirect subsidiaries.

4.  
This Agreement may be terminated by five years' prior written notice thereof given by either party to the other and shall terminate on the date which is the fifth anniversary of the date of such notice of termination.  Upon such termination of this Agreement, no further obligation on the part of GE shall thereafter arise hereunder to make any income maintenance payment to GE Capital.
 
5.  
This Agreement shall be governed by the laws of the State of New York.

6.  
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed the day and year first above written.

 




GENERAL ELECTRIC COMPANY
 

 

 
By:      /s/ Jeffrey S. Bornstein                
 
Name:  Jeffrey S. Bornstein
 
Title:    Senior Vice President and Chief Financial Officer
 

 

 
GENERAL ELECTRIC CAPITAL CORPORATION
 

 

 
By:       /s/ Keith S. Sherin
 
Name:  Keith S. Sherin
 
Title:  Chairman, Chief Executive Officer and President
 

 
 

Exhibit 12(a)
                             
General Electric Capital Corporation and consolidated affiliates
Computation of Ratio of Earnings to Fixed Charges
                             
 
Years ended December 31
(Dollars in millions)
 
2014
   
2013
   
2012
   
2011
   
2010
                             
Earnings (loss)(a)
$
7,179
 
$
7,145
 
$
7,606
 
$
7,133
 
$
1,831
Plus:
                           
     Interest included in expense(b)
 
8,397
   
9,267
   
11,596
   
13,760
   
14,403
     One-third of rental expense(c)
 
127
   
143
   
180
   
197
   
206
     Adjusted "earnings"
$
15,703
 
$
16,555
 
$
19,382
 
$
21,090
 
$
16,440
                             
Fixed Charges:
                           
     Interest included in expense(b)
$
8,397
 
$
9,267
 
$
11,596
 
$
13,760
 
$
14,403
     Interest capitalized
 
23
   
27
   
26
   
25
   
39
     One-third of rental expense(c)
 
127
   
143
   
180
   
197
   
206
Total fixed charges
$
8,547
 
$
9,437
 
$
11,802
 
$
13,982
 
$
14,648
                             
Ratio of earnings to fixed charges
 
1.84
   
1.75
   
1.64
   
1.51
   
1.12
                             
(a)
Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
(b)
Includes interest on tax deficiencies.
(c)
Considered to be representative of interest factor in rental expense.



 

Exhibit 12(b)
                             
General Electric Capital Corporation and consolidated affiliates
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
                             
 
Years ended December 31
(Dollars in millions)
 
2014
   
2013
   
2012
   
2011
   
2010
     
   
   
   
   
   
   
   
   
Earnings(a)
$
 7,179
 
$
 7,145
 
$
 7,606
 
$
 7,133
 
$
 1,831
Plus:
                           
    Interest  included in expense(b)
 
 8,397
   
 9,267
   
 11,596
   
 13,760
   
 14,403
    One-third of rental expense(c)
 
 127
   
 143
   
 180
   
 197
   
 206
                             
Adjusted "earnings"
$
 15,703
 
$
 16,555
 
$
 19,382
 
$
 21,090
 
$
 16,440
                             
Fixed charges:
                           
    Interest included in expense(b)
$
 8,397
 
$
 9,267
 
$
 11,596
 
$
 13,760
 
$
 14,403
    Interest capitalized
 
 23
   
 27
   
 26
   
 25
   
 39
    One-third of rental expense(c)
 
 127
   
 143
   
 180
   
 197
   
 206
                             
Total fixed charges
$
 8,547
 
$
 9,437
 
$
 11,802
 
$
 13,982
 
$
 14,648
                             
Ratio of earnings to fixed charges
 
 1.84
   
 1.75
   
 1.64
   
 1.51
   
 1.12
                             
Preferred stock dividend requirements
$
 322
 
$
 298
 
$
 123
 
$
 -
 
$
 -
                             
Ratio of earnings before provision for
                           
    income taxes to earnings from
                           
    continuing operations
 
 1.02
   
 0.88
   
 1.07
   
 1.14
   
 0.69
                             
Preferred stock dividend factor on pre-tax basis
$
 328
 
$
 262
 
$
 132
 
$
 -
 
$
 -
Fixed charges
 
 8,547
   
 9,437
   
 11,802
   
 13,982
   
 14,648
                             
Total fixed charges and preferred stock
                           
    dividend requirements
$
 8,875
 
$
 9,699
 
$
 11,934
 
$
 13,982
 
$
 14,648
                             
Ratio of earnings to combined fixed
                           
    charges and preferred stock dividends
 
 1.77
   
 1.71
   
 1.62
   
 1.51
   
 1.12
                             
(a)
Earnings (loss) before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
(b)
Includes interest on tax deficiencies.
(c)
Considered to be representative of interest factor in rental expense.

Exhibit 23





Consent of Independent Registered Public Accounting Firm


To the Board of Directors
General Electric Capital Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333-182527, 333-184794 and 333-200440) on Form S-3 and in the registration statement (No. 333-164631) on Form S-4 of General Electric Capital Corporation, of our report dated February 27, 2015, relating to: (i) the statement of financial position of General Electric Capital Corporation and consolidated affiliates as of December 31, 2014 and 2013, (ii) the related statements of earnings, comprehensive income, changes in shareowners' equity and cash flows for each of the years in the three-year period ended December 31, 2014, (iii) the related financial statement schedule, and (iv) the effectiveness of internal control over financial reporting as of December 31, 2014, which report appears in the December 31, 2014 annual report on Form 10-K of General Electric Capital Corporation.



/s/ KPMG LLP
KPMG LLP

Stamford, Connecticut
February 27, 2015
 
 
 


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 Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints Keith S. Sherin, Robert C. Green, Walter Ielusic and Christoph A. Pereira, 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, 2014, 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 6 th day of February, 2015.


/s/ Keith S. Sherin
 
/s/ Robert C. Green
Keith S. Sherin
 
Robert C. Green
Chief Executive Officer
 
Chief Financial Officer
(Principal Executive Officer and Director)
 
(Principal Financial Officer and Director)
 
   
 
/s/ Walter Ielusic
 
 
Walter Ielusic
 
 
Senior Vice President and Controller
 
 
(Principal Accounting Officer)
 
     




(Page 1 of 2)



/s/ Jeffrey S. Bornstein
 
/s/ Brackett B. Denniston III
Jeffrey S. Bornstein,
 
Brackett B. Denniston III,
Director
 
Director
     
/s/ Thomas C. Gentile
 
/s/ Jeffrey R. Immelt
Thomas C. Gentile,
 
Jeffrey R. Immelt,
Director
 
Director
     
/s/ Ryan A. Zanin
   
Ryan A. Zanin,
   
Director
   
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     


A MAJORITY OF THE BOARD OF DIRECTORS










 (Page 2 of 2)
 
 


Exhibit 31(a)

Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Keith S. Sherin, certify that:
 
 
1. 
I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
 
a) 
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
 
c) 
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
 
d) 
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5. 
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
 
a) 
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
 
b) 
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2015


/s/ Keith S. Sherin
 
Keith S. Sherin
 
Chief Executive Officer
 



Exhibit 31(b)

Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Robert C. Green, certify that:
 
1.
I have reviewed this annual report on Form 10-K of General Electric Capital Corporation;
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
 
a) 
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
 
c) 
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
 
d) 
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
 
a) 
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
 
b) 
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2015

/s/ Robert C. Green
 
Robert C. Green
 
Chief Financial Officer
 








Exhibit 32
Certification Pursuant to
18 U.S.C. Section 1350

In connection with the Annual Report of General Electric Capital Corporation (the "registrant") on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "report"), we, Keith S. Sherin and Robert C. Green, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, that to our knowledge: 
(1) 
The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) 
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

February 27, 2015
 
 
 
   
/s/ Keith S. Sherin
 
Keith S. Sherin
Chief Executive Officer
 
 
 
 
 
/s/ Robert C. Green
 
Robert C. Green
Chief Financial Officer