geccform10k2011.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 10-K
(Mark One)
þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended December 31, 2011
or
¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from ___________to ___________
 
Commission file number 1-6461
 
General Electric Capital Corporation
(Exact name of registrant as specified in 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
6.625% Public Income Notes Due June 28, 2032
6.10% Public Income Notes Due November 15, 2032
5.875% Notes Due February 18, 2033
Step-Up Public Income Notes Due January 28, 2035
6.45% Notes Due June 15, 2046
6.05% Notes Due February 6, 2047
6.00% Public Income Notes Due April 24, 2047
6.50% GE Capital InterNotes Due August 15, 2048
7½% Guaranteed Subordinated Notes Due August 21, 2035
 
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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 þ  No ¨
 
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 ¨ No þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
 
Indicate by check mark whether the registrant 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 þNo ¨
 
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. þ
 
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 ¨
Accelerated filer ¨
Non-accelerated filer þ
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
 
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 23, 2012, 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, 2011, 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.


 
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General Electric Capital Corporation
 
Table of Contents
 
Part I
 
Page
       
Item 1.
Business
 
3
Item 1A.
Risk Factors
 
8
Item 1B.
Unresolved Staff Comments
 
13
Item 2.
Properties
 
13
Item 3.
Legal Proceedings
 
13
Item 4.
Mine Safety Disclosures
 
14
       
Part II
   
       
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
   
 
Issuer Purchases of Equity Securities
 
15
Item 6.
Selected Financial Data
 
15
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
16
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
53
Item 8.
Financial Statements and Supplementary Data
 
54
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
123
Item 9A.
Controls and Procedures
 
124
Item 9B.
Other Information
 
124
       
Part III
   
       
Item 10.
Directors, Executive Officers and Corporate Governance
 
124
Item 11.
Executive Compensation
 
124
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
124
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
124
Item 14.
Principal Accounting Fees and Services
 
124
       
Part IV
   
       
Item 15.
Exhibits and Financial Statement Schedules
 
125
 
Signatures
 
132
       

 
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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, 2011, all of our outstanding common stock was owned by General Electric Capital Services, Inc. (GE Capital Services or GECS), formerly General Electric Financial Services, Inc., the common stock of which was in turn 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. Currently, GE manufactures few of the products financed by GE Capital.

We operate in five segments described on page 5. These operations are subject to a variety of regulations in their respective jurisdictions. Our operations are located in North America, South America, Europe, Australia and Asia.

Our principal executive offices are located at 901 Main Avenue, Norwalk, CT 06851-1168. At December 31, 2011, our employment totaled approximately 52,000.

On February 22, 2012, our parent, GECS was merged with and into, GECC. The merger simplified GE’s financial services’ corporate structure by consolidating financial services entities and assets within its organization and simplifying Securities and Exchange Commission and regulatory reporting. Upon the merger, GECC became the surviving corporation and assumed all of GECS’ rights and obligations and became wholly-owned directly by GE Company. GECC’s continuing operations now includes the run-off insurance operations previously held and managed in GECS. References to GECS, GECC and GE Capital in this Form 10-K Report relate to the entities as they existed during 2011 and do not reflect the February 22, 2012 merger.

Our financial information, including filings with the U.S. Securities and Exchange Commission (SEC), is available at www.ge.com/secreports. 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.


 
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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,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: current economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets; potential market disruptions or other impacts arising in the United States or Europe from developments in the European sovereign debt situation; the impact of conditions in the financial and credit markets on the availability and cost of our funding and on our ability to reduce our asset levels as planned; the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults; changes in Japanese consumer behavior that may affect our estimates of liability for excess interest refund claims (Grey Zone); our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so; the level of demand and financial performance of the major industries we serve, including, without limitation, air transportation, real estate and healthcare; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation; strategic actions, including acquisitions, joint ventures and dispositions and our success in completing announced transactions and integrating acquired businesses; the impact of potential information technology or data security breaches; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. These uncertainties are described in more detail in Part I, Item 1A. “Risk Factors” of this Form 10-K Report. We do not undertake to update our forward-looking statements.

 
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Operating 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.

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). A summary description of each of our operating segments follows.

On February 22, 2012, GECS merged with and into its wholly-owned subsidiary, GECC. GECC’s continuing operations now includes the run-off insurance operations previously held and managed in GECS. References to GECS, GECC and GE Capital in this Form 10-K Report relate to the entities as they existed during 2011 and do not reflect the February 22, 2012 merger.

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, home loans, 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, healthcare and media to capitalize on market-specific opportunities.

During 2011, GE Capital provided approximately $104 billion of new financings in the U.S. to various companies, infrastructure projects and municipalities. Additionally, we extended approximately $87 billion of credit to approximately 56 million U.S. consumers. GE Capital provided credit to approximately 19,600 new commercial customers and 37,000 new small businesses in the U.S. during 2011 and ended the period with outstanding credit to more than 284,000 commercial customers and 191,000 small businesses through retail programs in the U.S.

We have communicated our goal of reducing our ending net investment (ENI). To achieve this goal, we are more aggressively focusing our businesses on selective financial services products where we have domain knowledge, broad distribution, and the ability to earn a consistent return on capital, while managing our overall balance sheet size and risk. We have a strategy of exiting those businesses where we are underperforming or that are deemed to be non-strategic. We have completed a number of dispositions in our businesses in the past and will continue to evaluate options going forward.

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

Commercial Lending and Leasing
 
CLL provides customers around the world with a broad range of financing solutions. We have particular mid-market expertise, and primarily offer collateralized loans, leases and other financial services to customers, including manufacturers, distributors and end-users for a variety of equipment and major capital assets. These assets 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.

In December 2011, we announced that GE Capital Financial Inc., our industrial bank, is acquiring MetLife’s U.S. retail deposit business, which is an established online bank with approximately $7.5 billion in U.S. retail deposits that will allow CLL to better serve its middle-market commercial customers. The transaction is targeted to close in mid-2012 pending regulatory approval.

In 2011, we completed the sale of our CLL marine container leasing business, which consists of our controlling interests in the GE SeaCo joint venture along with other owned marine container assets, and our CLL trailer fleet services business in Mexico.

During 2009, we acquired a 100% ownership interest in Interbanca S.p.A., an Italian corporate bank in exchange for the Consumer businesses in Austria and Finland, our credit card and auto businesses in the U.K. and our credit card business in Ireland.

In the first quarter of 2009, we deconsolidated Penske Truck Leasing Co., L.P. (PTL) following our sale of a partial interest in a limited partnership in PTL.


 
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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. More recently, 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, deal structuring expertise and the ability to reduce costs through technology and productivity.

Consumer
 
Consumer, through consolidated entities and associated companies, is a leading provider of financial services to consumers and retailers around the world. We offer a full range of financial products to suit customers’ needs. These products include, on a global basis, 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.

In 2011, we entered into agreements to sell our Consumer Singapore business and our Consumer home lending operations in Australia and New Zealand (Australian Home Lending) and classified them as discontinued operations.  Both dispositions were completed during 2011.

In the first quarter of 2011, we sold a substantial portion of our Garanti Bank equity investment.  Following the sale, we hold a 2.25% equity ownership interest, which is classified as an available-for-sale security.

In 2010, we entered into agreements to sell our U.S. recreational vehicle and marine equipment financing portfolio (Consumer RV Marine) and Consumer Mexico and classified them as discontinued operations. Both dispositions were completed during 2011. Also, in 2010, we committed to sell our Consumer business in Canada, which was completed during 2011; and we purchased sales finance portfolios from Citi Retail Partner Cards, which provides consumer financing programs and related services to small to mid-sized retailers and dealers.

In 2009, we completed the sale of our Consumer businesses in Austria and Finland, the credit card and auto businesses in the U.K., and the credit card business in Ireland in exchange for a 100% ownership in Interbanca S.p.A. Also in 2009, we completed the sale of a portion of our Australian residential mortgage business.

In June 2009, we increased our ownership to a controlling interest in BAC Credomatic GECF Inc. (BAC) and, in December 2010, completed the sale of BAC. BAC has been classified as a discontinued operation.

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 equity capital for acquisition or development, as well as fixed and floating rate mortgages for new acquisitions or re-capitalizations of commercial real estate worldwide. Our business finances, with both equity and loan structures, the acquisition, refinancing and renovation of office buildings, apartment buildings, retail facilities, hotels, parking facilities 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.


 
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We 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.

Our competitors include banks, financial institutions, real estate companies, real estate investment funds and other financial companies. Competition in our equity investment business is primarily based on price, and 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. We also invest in early-to-later-stage companies that are pursuing new technologies and services in the energy industry. In May 2010, we sold our general partnership interest in Regency Energy Partners L.P. (Regency), a midstream natural gas services provider, and retained a limited partnership interest. This resulted in the deconsolidation of Regency.

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 engages in commercial aircraft leasing and finance, delivering fleet and financing services to companies across the spectrum of the aviation industry. Our product offerings include leases and secured loans on commercial passenger aircraft, freighters and regional jets; engine leasing and financing services; aircraft parts solutions; and airport equity and debt financing. We also co-sponsor an infrastructure private equity fund, which invests in large infrastructure projects including gateway airports.

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 Corporate Items and Eliminations
 
GECC Corporate Items and Eliminations primarily include unallocated Treasury and Tax operations; Trinity, a group of sponsored special purpose entities; the effects of eliminating transactions between GE Capital’s five operating businesses; underabsorbed corporate overhead; and certain non-allocated amounts determined by the GECC Chairman.

Discontinued Operations
 
Discontinued operations primarily comprised BAC, 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), Consumer RV Marine, Consumer Mexico, Consumer Singapore and Australian Home Lending.

For further information about discontinued operations, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Geographic Data
 
Geographic data is reported in Note 20 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.


 
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Additional financial data about our geographic operations is provided in the Geographic Operations section in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K Report.

Regulations and Competition
 
Our activities are subject to a variety of U.S. federal and state regulations including, at the federal level, the Consumer Credit Protection Act, the Equal Credit Opportunity Act and certain regulations issued by the Federal Trade Commission. A majority of states have ceilings on rates chargeable to customers on retail loan transactions, installment loans and revolving credit financing. Our insurance activities are regulated by various state insurance commissions and non-U.S. regulatory authorities. We are a unitary savings and loan holding company by virtue of owning a federal savings bank in the U.S.; as such, we are subject to holding company regulation and supervision under the U.S. Home Owners’ Loan Act. Prior to July 21, 2011, this holding company supervision was conducted by the Office of Thrift Supervision (OTS). On that date, responsibility for regulating and supervising savings and loan holding companies transferred from the OTS to the Board of Governors of the Federal Reserve System (FRS). Accordingly, we are now subject to holding company supervision by the FRS. Our global operations are subject to regulation in their respective jurisdictions. To date, compliance with such regulations has not had a material adverse effect on our financial position or results of operations.

The businesses in which we engage are highly competitive. We are subject to competition from various types of financial institutions, including banks, thrifts, investment banks, broker-dealers, credit unions, leasing companies, consumer loan companies, independent finance companies, finance companies associated with manufacturers 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 also provide higher levels of return on new investments. For our operations, such as the insurance activities, that are linked less directly to interest rates, rate changes generally affect returns on investment portfolios.

Item 1A. Risk Factors
 
The following discussion of risk factors contains “forward-looking statements,” as discussed in Item 1. “Business”. 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 Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A), and the consolidated financial statements and related notes in Part II, Item 8. “Financial Statements and Supplementary Data” 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. Discussion about important operational risks that our businesses encounter can be found in the MD&A section and in the business descriptions in Item 1. “Business” of this Form 10-K Report. Below, we describe certain important operational and strategic risks. Our reactions to material future developments as well as our competitors’ reactions to those developments will affect our future results.
 
Our growth is subject to global economic and political risks.
 
We operate in virtually every part of the world and serve customers in more than 100 countries. In 2011, approximately 50% 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 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 has decreased or become even more costly as a result of more volatile market conditions.

 
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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 and regulations 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, U.S. and non-U.S. governments are undertaking a substantial revision of the regulation and supervision of bank and non-bank financial institutions, consumer lending, the over-the-counter derivatives market and tax laws and regulations, which changes may have an effect on GE’s and GE Capital’s structure, operations, liquidity, effective tax rate and performance. We are also subject to a number of trade control laws and regulations that may affect our ability to sell our products in global markets. In addition, we are subject to regulatory risks from laws that reduce the allowable lending rate or limit consumer borrowing, local capital requirements that may increase the risk of not being able to retrieve assets, and changes to tax law that may affect our return on investments. 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. banks and other non-U.S. financial institutions in global markets. This provision, which expired at the end of 2011, had been scheduled to expire and had been extended by Congress on six previous occasions, including in December of 2010, but there can be no assurance that it will be extended, including retroactively. In the event the provision is not extended after 2011, 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 2012. 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 our 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 GE’s 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.

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 at times being reviewed or investigated by regulators and other governmental authorities, which could 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 sizable 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 Item 3. “Legal Proceedings” 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 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.
 

 
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The success of our business depends on achieving our strategic objectives, including through acquisitions, joint ventures and dispositions.
 
With respect to acquisitions and joint ventures, 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. 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 not have control. By their nature, these collaborations may involve a lesser degree of control over the business operations of the joint venture, 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 alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives. 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 satisfaction of pre-closing conditions as well as to necessary regulatory and governmental approvals on acceptable terms, 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 of our control could affect our future financial results.
 
Sustained increases in costs of pension and healthcare benefits may reduce GE’s profitability.
 
Our results of operations may be positively or negatively affected by the amount of income or expense GE records for its defined benefit pension plans. U.S. generally accepted accounting principles (GAAP) require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial market and other economic conditions, which may change based on changes in key economic indicators. The most significant year-end assumptions GE uses to estimate pension expense for 2012 are the discount rate and the expected long-term rate of return on the plan assets. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to equity through a reduction or increase to Accumulated gains (losses) – net, Benefit plans. At the end of 2011, the GE Pension Plan was underfunded, on a U.S. GAAP basis, by $13.2 billion, and the GE Supplementary Pension Plan, an unfunded plan, had a projected benefit obligation of $5.2 billion. Although GAAP expense and pension funding contributions are not directly related, key economic factors that affect GAAP expense would also likely affect the amount of cash GE would contribute to pension plans as required under the Employee Retirement Income Security Act (ERISA). Failure to achieve expected returns on plan assets driven by various factors, which could include a continued environment of low interest rates or sustained market volatility, could also result in an increase to the amount of cash GE would be required to contribute to pension plans. In addition, upward pressure on the cost of providing healthcare benefits to current employees and retirees may increase future funding obligations. Although GE has actively sought to control increases in these costs, there can be no assurance that GE will succeed in limiting cost increases, and continued upward pressure could reduce GE’s profitability.

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 in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K Report, a large 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 maturities for 2012 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 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; and increased competition for deposits in our affiliate banks’ markets. If GE Capital’s cost of funding were to increase, it may adversely affect its competitive position and result in lower lending margins, earnings and cash flows as well as lower returns on its shareowner’s equity and invested capital.
 

 
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If conditions in the financial markets deteriorate, they may adversely affect the business and results of operations of GE Capital as well as the soundness of financial institutions and governments we deal with.
 
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 goodwill, intangibles and tax assets. In addition, 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.

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 collateral held cannot be realized upon sale or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due to us. GE Capital also has exposure to these financial institutions in the form of unsecured debt instruments held in its investment portfolios. GE Capital has policies relating to initial credit rating requirements and to exposure limits to counterparties (as described in Note 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” 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.
 
The real estate markets in which GE Capital participates are highly dependent on economic conditions, the deterioration of which may adversely affect GE Capital’s business, financial position and results of operations.
 
GE Capital participates in the commercial real estate market in two ways: we provide financing for the acquisition, refinancing and renovation of various types of properties, and we also acquire equity positions in various types of properties or real estate investments. The profitability of real estate investments is largely dependent upon the economic conditions in specific geographic markets in which the properties are located and the perceived value of those markets at the time of sale. The level of transactions for real estate assets continue to remain at levels below historical norms in many of the markets in which we operate. High levels of unemployment, slowdown in business activity, excess inventory capacity and limited availability of credit may continue to adversely affect the value of real estate assets and collateral to real estate loans GE Capital holds. Under current market and credit conditions, there can be no assurance as to the level of sales GE Capital will complete or the net sales proceeds we will realize. Also, occupancy rates and market rent levels may worsen, which may result in impairments to the carrying value of equity investments or increases in the allowance for loan losses on commercial real estate loans.

GE Capital is also a residential mortgage lender in certain geographic markets outside the United States that have been, and may continue to be, adversely affected by declines in real estate values and home sale volumes, job losses, consumer bankruptcies and other factors that may negatively impact the credit performance of our mortgage loans. Our allowance for loan losses on these mortgage loans is based on our analysis of current and historical delinquency and loan performance, as well as other management assumptions that may be inaccurate predictors of credit performance in this environment. There can be no assurance that, in this environment, credit performance will not be materially worse than anticipated and, as a result, materially and adversely affect GE Capital’s business, financial position and results of operations.
 
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, 2011, 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 and from Moody’s Investors Service (“Moody’s”) was “Aa2” (the third highest of 21 rating categories) with a stable outlook. As of December 31, 2011, GE, GE Capital Services and GE Capital’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.


 
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Current conditions in the global economy and the major industries we serve also may materially and adversely affect the business and results of operations of GE’s non-financial businesses.
 
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, energy generation, healthcare, home building and other major industries GE serves. As a result of slower global economic growth, the credit market crisis, declining consumer and business confidence, increased unemployment, reduced levels of capital expenditures, fluctuating commodity prices, bankruptcies, government deficit reduction and austerity measures and other challenges affecting the global economy, some of GE’s customers have experienced deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As a result, existing or potential customers may delay or cancel plans to purchase GE’s products and services, including large infrastructure projects, and may not be able to fulfill their obligations to GE in a timely fashion. 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 could affect GE’s ability to fully recover its contract costs and estimated earnings. Further, our vendors may be experiencing similar conditions, which may impact their ability to fulfill their obligations to GE. If slower growth in the global economy continues for a significant period or there is significant deterioration in the global economy, GE’s results of operations, financial position and cash flows could be materially adversely affected.
 
Increased IT security 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 IT security requirements, vulnerabilities, threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent 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, our facilities and systems and those of our third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, programming and/or human errors 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, which in turn could adversely affect our reputation, competitiveness and results of operations.

GE may face quality problems from operational failures that could have a material adverse effect on our business, reputation, financial position and results of operations, and we are dependent on market acceptance of new product introductions and product innovations for continued revenue 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 will not experience operational process failures that could result in potential product, safety, regulatory or environmental risks. Such operational failures or quality issues 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. Our long-term operating results depend substantially upon our ability to continually develop, introduce, and market new and innovative products, to modify existing products, to customize products, to respond to technological change and to execute our product development in line with GE’s projected cost estimates.


 
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Our intellectual property portfolio may not prevent competitors from independently developing products and services similar to or duplicative to GE’s.
 
Our 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 by us to protect our intellectual property will be sufficient or that our intellectual property portfolio will adequately deter misappropriation or improper use of our technology. We could also face competition in some countries where we have not invested in an intellectual property portfolio. GE also faces attempts by third parties to gain unauthorized access to our information technology systems for the purpose of improperly acquiring our trade secrets or confidential business information. The theft or unauthorized use or publication of GE’s trade secrets and other confidential business information as a result of such an incident could adversely affect GE’s competitive position and the value of its investment in research and development. In addition, we 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, GE could be required to pay substantial damages or GE 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 re-new from third parties the licenses we need in the future, and there is no assurance that such licenses can be obtained on reasonable terms.

Significant raw material shortages, supplier capacity constraints, supplier production disruptions, supplier quality and sourcing issues or price increases could increase our operating costs and adversely impact the competitive positions of GE’s products.
 
GE’s reliance on third-party suppliers, contract manufacturers and service providers and commodity markets to secure raw materials, parts, components and sub-systems used in its products exposes GE to volatility in the prices and availability of these materials, parts, components, systems and services. A disruption in deliveries from GE’s third-party suppliers, contract manufacturers or service providers, capacity constraints, production disruptions, price increases, or decreased availability of raw materials or commodities, could have an adverse effect on GE’s ability to meet its commitments to customers or increase its operating costs. Quality and sourcing issues experienced by third-party providers can also adversely affect the quality and effectiveness of GE’s products and services and result in liability and reputational harm.

 
Item 1B. Unresolved Staff Comments.
 
Not applicable.

 
Item 2. Properties.
 
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.

Item 3. Legal Proceedings.
 
As previously reported, in September 2010, the United States District Court for the Southern District of New York granted our motion to dismiss in its entirety with prejudice a purported class action under the federal securities laws naming us as defendant, as well as our chief executive officer and chief financial officer. In this action, the plaintiffs alleged that during a conference call with analysts on September 25, 2008, defendants made false and misleading statements concerning (i) the state of GE’s funding, cash flows, and liquidity and (ii) the question of issuing additional equity, which caused economic loss to those shareholders who purchased GE stock between September 25, 2008 and October 2, 2008, when we announced the pricing of a common stock offering. Plaintiffs’ motion to appeal was denied in November 2011.

As previously reported, in March and April 2009, shareholders filed purported class actions under the federal securities laws in the United States District Court for the Southern District of New York naming as defendants GE, a number of GE officers (including our chief executive officer and chief financial officer) and our directors. The complaints, which have now been consolidated, seek unspecified damages based on allegations related to statements regarding the GE dividend and projected losses and earnings for GECC in 2009. In January 2012, the District Court granted in part, and denied in part, our motion to dismiss.


 
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As also previously reported, a shareholder derivative action seeking unspecified damages was filed in federal court in Connecticut in May 2009 making essentially the same allegations as the New York class actions described above. GE’s motion to transfer the derivative action to the Southern District of New York as a related case was granted in February 2010, and our motion to dismiss the complaint was granted in April 2011. The plaintiff has filed an appeal.

As previously reported, in March 2010, a shareholder derivative action was filed in the United States District Court for the Southern District of New York naming as defendants GE, a number of GE officers (including our chief executive officer and chief financial officer) and our directors. The complaint seeks unspecified damages and principally alleges breaches of fiduciary duty and other causes of action related to the GE dividend and SEC matter which GE resolved in August 2009 and alleged mismanagement of our financial services businesses. In September 2011, our motion to dismiss was granted. A motion for leave to file an amended complaint is pending.

As previously reported, the Antitrust Division of the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) are conducting an industry-wide investigation of marketing and sales of guaranteed investment contracts, and other financial instruments, to municipalities in connection with tax-exempt bonds. In December 2011, GE Funding Capital Market Services (GE FCMS), an indirect subsidiary of General Electric Capital Corporation (GECC), announced that it had reached a settlement with the SEC, the DOJ, the U.S. Internal Revenue Service (IRS), and a working group of 25 State Attorneys General (the working group, and collectively with the DOJ, SEC and IRS, the agencies) to resolve their investigations of conduct by certain former employees of its guaranteed investment contract business, which was discontinued in April 2010. In January 2012, the State of California joined the working group’s settlement with GE FCMS. This concludes the agencies’ investigations of GE FCMS’ conduct.  Under the terms of the settlements, GE FCMS will pay a settlement amount of $70.4 million to the agencies. In connection with the SEC and State Attorneys General settlements, GE FCMS neither admits nor denies the allegations in the SEC’s complaint and in the working group’s settlement agreement.

As previously reported, in January 2011, an action was brought in Utah Federal court, and subsequently transferred to the United States District Court for the Southern District of New York, against Trinity Plus Funding Co., LLC (Trinity Plus) and FGIC Capital Market Services, Inc. (the predecessor of GE FCMS) asserting antitrust violations. In April 2011, a third-party action was brought against Trinity Plus in the Massachusetts Superior Court, Suffolk County alleging violations of Massachusetts statutory and common laws. Additionally, in 2011, a number of additional actions were brought (or transferred to or amended) in the United States District Court for the Southern District of New York against GECC, Trinity Funding Co., LLC (Trinity Funding), GE FCMS and Trinity Plus alleging antitrust violations, all of which were dismissed in September 2011, except for one action where our motion to dismiss was denied.  These actions seek unspecified damages.

As previously reported, and in compliance with SEC requirements to disclose environmental proceedings where the government is a party potentially involving monetary sanctions of $100,000 or greater, in June 2008, the Environmental Protection Agency (EPA) issued a notice of violation and in January 2011 filed a complaint alleging non-compliance with the Clean Air Act at a power cogeneration plant in Homer City, PA. The Pennsylvania Department of Environmental Protection, the New York Attorney General’s Office and the New Jersey Department of Environmental Protection have intervened in the EPA case. The plant is operated exclusively by EME Homer City Generation L.P., and is owned and leased to EME Homer City Generation L.P. by subsidiaries of GECC and one other entity. The complaints did not indicate a specific penalty amount but make reference to statutory fines. In October 2011, the U.S. District Court for the Western District of Pennsylvania granted a motion to dismiss the matter with prejudice with regard to all federal counts, and with leave to re-file in state court for the non-federal counts. On December 8, 2011, EPA filed notice of its intent to appeal.  NY, NJ and PA filed similar notices on December 9.
 
Item 4. Mine Safety Disclosures.
 
Not applicable.

 
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PART II
 
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
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 GE Capital Services, Inc. and, therefore, there is no trading market in such stock.
 
Item 6. Selected Financial Data.
 
The following selected financial data should be read in conjunction with our financial statements and the related Notes to Consolidated Financial Statements.

(In millions)
2011 
 
2010 
 
2009 
 
2008 
 
2007 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
45,730 
 
$
46,422 
 
$
48,906 
 
$
65,900 
 
$
65,625 
 
Earnings from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    attributable to GECC
 
6,549 
 
 
3,158 
 
 
1,325 
 
 
7,841 
 
 
12,179 
 
Earnings (loss) from discontinued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    operations, net of taxes attributable to GECC
 
17 
 
 
(867)
 
 
288 
 
 
(419)
 
 
(1,941)
 
Net earnings attributable to GECC
 
6,566 
 
 
2,291 
 
 
1,613 
 
 
7,422 
 
 
10,238 
 
GECC Shareowner's equity
 
80,045 
 
 
72,881 
 
 
73,718 
 
 
58,229 
 
 
61,230 
 
Short-term borrowings
 
131,292 
 
 
113,646 
 
 
127,947 
 
 
157,811 
 
 
173,664 
 
Non-recourse borrowings of consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    securitization entities
 
29,258 
 
 
30,018 
 
 
3,622 
 
 
4,464 
 
 
5,575 
 
Bank deposits
 
43,115 
 
 
37,298 
 
 
33,519 
 
 
36,854 
 
 
11,968 
 
Long-term borrowings
 
234,320 
 
 
284,346 
 
 
325,357 
 
 
311,204 
 
 
304,145 
 
Return on average GECC shareowner's equity(a)
 
9.01 
%
 
5.43 
%
 
2.60 
%
 
14.70 
%
 
23.59 
%
Ratio of earnings to fixed charges
 
1.52 
 
 
1.13 
 
 
0.83 
 
 
1.26 
 
 
1.62 
 
Ratio of debt to equity at GECC
 
5.47:1
(b)
 
6.38:1
(b)
 
6.65:1
(b)
 
8.76:1
 
 
8.09:1
 
Financing receivables – net
 
289,307 
 
 
312,234 
 
 
317,162 
 
 
353,490 
 
 
354,930 
 
Total assets
$
553,662 
 
$
577,712 
 
$
622,833 
 
$
636,388 
 
$
620,662 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Represents earnings from continuing operations before accounting changes divided by average total shareowner’s equity, excluding effects of discontinued operations (on an annual basis, calculated using a five-point average). Average total shareowner’s equity, excluding effects of discontinued operations, as of the end of each of the years in the five-year period ended December 31, 2011, 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 4.04:1, 4.94:1 and 5.17:1 for 2011, 2010 and 2009, respectively, net of cash and equivalents and with classification of hybrid debt as equity.
 

 
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Operations
 
In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission (SEC) rules. For such measures, we have provided supplemental explanations and reconciliations in the Supplemental Information section.

We present Management’s Discussion of Operations in four parts: Overview of Our Earnings from 2009 through 2011, Global Risk Management, Segment Operations and Geographic Operations. 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” throughout this Management’s Discussion and Analysis. Similarly, discussion of other matters in our consolidated financial statements relates to continuing operations unless otherwise indicated.

On February 22, 2012, our parent, General Electric Capital Services, Inc. (GE Capital Services or GECS) was merged with and into, GECC. The merger simplified General Electric Company's (GE Company or GE)  financial services’ corporate structure by consolidating financial services entities and assets within its organization and simplifying Securities and Exchange Commission and regulatory reporting. Upon the merger, GECC became the surviving corporation and assumed all of GECS’ rights and obligations and became wholly-owned directly by GE. GECC’s continuing operations now includes the run-off insurance operations previously held and managed in GECS. References to GECS, GECC and GE Capital in this Form 10-K Report relate to the entities as they existed during 2011 and do not reflect the February 22, 2012 merger.

Overview of Our Earnings from 2009 through 2011
 
Our earnings increased to $6.5 billion in 2011 and $3.2 billion in 2010 due to the continued stabilization in the overall economic environment. Over the last several years, we tightened underwriting standards, shifted teams from origination to collection and maintained a proactive risk management focus. This, along with recent increased stability in the financial markets, contributed to lower losses and a significant increase in segment profit in 2011 and 2010. GE also reduced the GE Capital ending net investment (ENI), excluding cash and equivalents, from $526 billion at January 1, 2010 to $445 billion at December 31, 2011. We are a diversely funded and smaller, more focused finance company with strong positions in several commercial mid-market and consumer financing segments.

Commercial Lending and Leasing (CLL) (41% and 41% of total three-year revenues and segment profit, respectively) earnings increased by $1.2 billion in 2011 and by $0.6 billion in 2010, reflecting lower delinquencies, losses and impairments. CLL continues to originate at higher margins and apply its disciplined risk management practices while integrating acquisitions to the portfolio and reducing costs through technology and productivity in order to grow in 2012 and beyond by reinvesting in higher returning core businesses. During 2011, we completed the sale of our CLL marine container leasing business, which consists of our controlling interests in the GE SeaCo joint venture along with other owned marine container assets, and our CLL trailer fleet services business in Mexico. The most significant acquisitions affecting CLL results in 2009 were CitiCapital and Interbanca S.p.A. The acquisitions collectively contributed $1.7 billion and $0.4 billion to 2009 revenues and net earnings, respectively. Also during 2009, we recorded a gain on the sale of a limited partnership interest in Penske Truck Leasing Co., L.P. (PTL) and a related gain on the remeasurement of the retained interest to fair value totaling $0.3 billion.

Consumer (36% and 58% of total three-year revenues and total segment profit, respectively) earnings increased by $1.0 billion in 2011 and by $1.2 billion in 2010, reflecting lower delinquencies, losses and impairments. In response, Consumer continued to reassess strategic alternatives and tighten underwriting, increased focus on collection effectiveness and adjusted reserve levels in response to when it is probable that losses have been incurred in the respective portfolios. During 2011, we completed the sale of our U.S. recreational vehicle and marine equipment finance business (Consumer RV Marine), Consumer Mexico, Consumer Singapore, our Consumer home lending operations in Australia and New Zealand (Australian Home Lending) and our Consumer business in Canada. Also, during 2011, we sold a substantial portion of our Garanti Bank equity investment and recorded a pre-tax gain of $0.7 billion. During 2010, we completed the sale of our Central American bank and card business, BAC Credomatic GECF, Inc. (BAC). During 2009, we completed the sale of our Consumer businesses in Austria and Finland, the credit card and auto businesses in the U.K., the credit card business in Ireland and acquired a controlling interest in BAC.


 
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Real Estate (8% and (33)% of total three-year revenues and total segment profit, respectively) earnings increased by $0.8 billion in 2011 and declined by $0.2 billion in 2010. In response to the real estate and credit market decline that began in 2008, Real Estate re-aligned its business strategy to a longer-term hold model utilizing its operating skills and global asset management resources to maximize existing portfolio value. During 2011, commercial real estate markets showed signs of improved stability; however, the pace of improvement varied significantly by asset class and market and the long-term outlook remains uncertain. Given the current market conditions, there continues to be risk and uncertainty surrounding commercial real estate values, and despite indications of some market improvement, real estate liquidity remains limited in certain markets. Slow economic recovery could result in a continuation of elevated delinquency levels, provisions for losses on financing receivables and real estate investment impairments, which could result in further earnings declines.

Energy Financial Services (4% and 8% of total three-year revenues and total segment profit, respectively) earnings increased by $0.1 billion in 2011 and by $0.2 billion in 2010. Energy Financial Services has over $18 billion in energy investments, often financed for 20 to 30 year terms, about 13% of the assets held outside of the U.S.

GE Capital Aviation Services (GECAS) (11% and 26% of total three-year revenues and total segment profit, respectively) is a leader in commercial aircraft leasing and finance. In a competitive and challenging environment, this business’ earnings decreased by an insignificant amount in 2011 after increasing by $0.2 billion in 2010. At December 31, 2011, we owned 1,536 commercial aircraft, of which all but two were on lease, and we held $22.2 billion (list price) of multiple-year orders for various Boeing, Airbus and other aircraft, including 90 aircraft ($5.6 billion list price) scheduled for delivery in 2012, all under agreement to commence operations with commercial airline customers.

Overall, acquisitions contributed $0.3 billion, $0.2 billion and $2.1 billion to total revenues in 2011, 2010 and 2009, respectively, excluding the effects of acquisition gains following our adoption of an amendment to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810, Consolidation. Our earnings included $0.1 billion, $0.1 billion and $0.4 billion in 2011, 2010 and 2009, respectively, from acquired businesses. We integrate acquisitions as quickly as possible. Only revenues and earnings from the date we complete the acquisition through the end of the fourth following quarter are attributed to such businesses. Dispositions also affected our ongoing results through lower revenues of $1.1 billion, $2.1 billion and $4.5 billion in 2011, 2010 and 2009, respectively. This resulted in lower earnings of an insignificant amount and $0.3 billion in 2011 and 2010, respectively, and higher earnings of $0.3 billion in 2009.

Significant matters relating to our Statement of Earnings are explained below.

Discontinued Operations. Consistent with our goal of reducing GECC ENI and focusing our businesses on selective financial services products where we have domain knowledge, broad distribution, and the ability to earn a consistent return on capital, while managing our overall balance sheet size and risk, in 2011, we sold Consumer RV Marine, Consumer Mexico, Consumer Singapore and Australian Home Lending.  Discontinued operations also includes BAC, our U.S. mortgage business (WMC) and 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.). All of these operations were previously reported in the Consumer segment.

We reported the operations described above as discontinued operations for all periods presented. For further information about discontinued operations, see “Segment Operations – Discontinued Operations” in this Item and Note 2 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Interest on borrowings amounted to $13.8 billion, $14.5 billion and $16.9 billion in 2011, 2010 and 2009, respectively. Average borrowings declined from 2010 to 2011 and from 2009 to 2010, 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 $447.0 billion, $466.8 billion and $478.5 billion in 2011, 2010 and 2009, respectively. Our average composite effective interest rate was 3.1% in 2011, 3.1% in 2010 and 3.5% in 2009. In 2011, our average assets of $563.9 billion were 3% lower than in 2010, which in turn were 3% lower than in 2009. See the Liquidity and Borrowings section for a discussion of liquidity, borrowings and interest rate risk management.


 
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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.

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.

We expect our ability to benefit from non-U.S. income taxed at less than the U.S. rate to continue subject to changes of U.S. or foreign law, including, 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, the expiration of the U.S. tax law provision deferring tax on active financial services income. 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.

Our benefits from lower taxed global operations were slightly lower at $1.1 billion in 2011 principally because of lower earnings in our operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate partially offset by a decrease in losses for which there was not a full tax benefit. To the extent global interest rates and operating income increase we would expect tax benefits to increase, subject to management’s intention to indefinitely reinvest those earnings.

Our benefit from lower taxed global operations included the effect of the lower foreign tax rate on our indefinitely reinvested non-U.S. earnings which provided a tax benefit of $1.3 billion in 2011 and $1.5 billion in 2010. 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 effective tax rate reconciliation in the line “Tax on global activities including exports.”

Our benefits from lower taxed global operations declined to $1.1 billion in 2010 from $2.4 billion in 2009, principally because of lower earnings in our operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate and from losses for which there was not a full tax benefit. These decreases also reflected management’s decision in 2009 to indefinitely reinvest prior year earnings outside the U.S.

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. The effect of GECC on the amount of the consolidated tax liability from the formation of the NBC Universal (NBCU) joint venture will be settled in cash when GECC tax deductions and credits otherwise would have reduced the liability of the group absent the tax on joint venture formation.

Our effective tax rate was 12.8 % in 2011, compared with (42.7)% in 2010 and 154.3% in 2009. Comparing a tax benefit to pre-tax income resulted in a negative tax rate in 2010. Comparing a tax benefit to a pre-tax loss results in the positive tax rate in 2009. The GECC tax expense of $1.0 billion in 2011 increased by $1.9 billion from a $0.9 billion benefit in 2010. The higher 2011 tax expense resulted principally from higher pre-tax income in 2011 than in 2010, which increased pre-tax income $5.4 billion and increased the expense ($1.9 billion). Also increasing the expense was a benefit from resolution of the 2006-2007 Internal Revenue Service (IRS) audit ($0.2 billion) that was less than the benefit from resolution of the 2003-2005 IRS audit ($0.3 billion) both of which are reported in the caption “All other-net” in the effective tax rate reconciliation in Note10 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.


 
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The tax benefit of $3.8 billion in 2009 decreased by $2.9 billion to $0.9 billion in 2010. The lower 2010 tax benefit resulted in large part from the change from a pre-tax loss in 2009 to pre-tax income in 2010, which increased pre-tax income $4.7 billion and decreased the benefit ($1.6 billion), the non-repeat of the one-time benefit related to the 2009 decision (discussed below) to indefinitely reinvest undistributed prior year non-U.S. earnings ($0.7 billion), and a decrease in lower-taxed global operations in 2010 as compared to 2009 ($0.6 billion) caused in part by an increase in losses for which there was not a full tax benefit, including an increase in the valuation allowance associated with the deferred tax asset related to the 2008 loss on the sale of GE Money Japan ($0.2 billion). These lower benefits were partially offset by the benefit from the resolution of the 2003-2005 IRS audit ($0.3 billion).

Global Risk Management
 
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.

Risk assessment and risk management are the responsibility of management. 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, chief risk officer (CRO), general counsel and other employees. The Board has delegated responsibility for the oversight of specific risks to Board committees as follows:

·  
In 2011, the Board established a Risk Committee. This Committee oversees GE’s risk management of key risks, including strategic, operational (including product risk), financial (including credit, liquidity and exposure to broad market risk) and reputational risks, and the guidelines, policies and processes for monitoring and mitigating such risks. Starting in 2011, as part of its overall risk oversight responsibilities for GE, the Risk Committee also began overseeing risks related to GE Capital, which previously was subject to direct Audit Committee oversight.

·  
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 GE Audit Committee monitors ongoing compliance issues and matters, and also annually conducts an assessment of compliance issues and programs.

·  
The Public Responsibilities Committee oversees risk management related to GE’s public policy initiatives, the environment and similar matters, and monitors GE’s environmental, health and safety compliance.

·  
The Management Development and Compensation Committee oversees the risk management associated with management resources, structure, succession planning, management development and selection processes, and includes a review of incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary 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 Nominating and Corporate Governance Committee oversees risk related to the company’s governance structure and processes and risks arising from related person transactions.


 
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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 GE’s The Spirit & The Letter; regulatory compliance; health, safety and environmental compliance; financial reporting and controllership; and information technology and security. GE’s CRO is responsible for overseeing and coordinating risk assessment and mitigation on an enterprise-wide basis. The CRO leads the Corporate Risk Function and is 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. Management has two committees to further assist it in assessing and mitigating risk. The Corporate Risk Committee (CRC) meets periodically, is chaired by the CRO and comprises the Chairman and CEO, vice chairmen, general counsel and other senior level business and functional leaders. It has principal responsibility for evaluating and addressing risks escalated to the CRO and Corporate Risk Function. The Policy Compliance Review Board met 15 times in 2011, 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's Corporate Risk Function leverages the risk infrastructures in each of our businesses, which have adopted an approach that corresponds to the company’s overall risk policies, guidelines and review mechanisms. Our risk infrastructure operates at the business and functional level and is designed to identify, evaluate and mitigate risks within each of the following categories:

·  
Strategic. Strategic risk relates to the company’s future business plans and strategies, including the risks associated with the markets and industries in which we operate, demand for our products and services, competitive threats, technology and product innovation, mergers and acquisitions and public policy.

·  
Operational. Operational risk relates to risks (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, business disruption, human resources and reputation.


·  
Financial. Financial risk relates to our ability to meet financial obligations and mitigate credit risk, liquidity risk and exposure to broad market risks, including volatility in foreign currency exchange rates and interest rates and commodity prices. Liquidity risk is the risk of being unable to accommodate liability maturities, fund asset growth and meet contractual obligations through access to funding at reasonable market rates, and 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 industrial businesses, as well as in our GE Capital investing, lending and leasing activities and derivative financial instruments activities.

·  
Legal and Compliance. Legal and compliance risk relates to risks arising from the government and regulatory environment and action, compliance with integrity policies and procedures, including those relating to financial reporting, environmental health and safety, and intellectual property risks. 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.

Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated to the CRO. The CRO, in coordination with the CRC, assigns responsibility for the risks to the business or functional leader most suited to manage the risk. 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 and CRC 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, 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. GE’s 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.


 
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GE Capital Risk Management and Oversight
 
GE Capital has a robust risk infrastructure and robust processes to manage risks related to its businesses, and the GE Corporate Risk Function relies upon them in fulfilling its mission.

The GE Risk Committee was established to oversee GE Capital’s risk appetite, risk assessment and management processes previously undertaken by the GE Audit Committee.  The GECC Board of Directors oversees the GE Capital risk management framework, and approves all significant acquisitions and dispositions as well as significant borrowings and investments. The GECC Board of Directors exercises control over 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 GECC Board.

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 the 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. Day to day risk oversight for GE Capital is provided by an independent global risk management organization which includes the GE Capital corporate function in addition to risk officers embedded in the individual business units. The Risk Leaders in the business units have dual reporting relationships, reporting both into the local business management and also to the GE Capital corporate-level function leader, which further strengthens their independence.

GE Capital’s risk management approach rests upon three major tenets: a broad spread of risk based on managed exposure limits; senior, secured commercial financings; and a hold-to-maturity model with transactions underwritten to “on-book” standards. Dedicated risk professionals across the businesses include underwriters, portfolio managers, collectors, environmental or engineering specialists, and specialized asset managers. The senior risk officers have, on average, over 25 years of experience.

GE Capital manages risk categories identified in GE Capital’s 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 (including earnings and capital), liquidity, credit, market and  operational (including financial, compliance, information technology, human resources and legal). Reputational risk is considered and managed across each of the categories. GE Capital has made significant investments in resources to enhance its risk management infrastructure, in particular with regard to compliance, market and operational risk, liquidity and capital management.

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 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.

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 utilizes its risk capacity judiciously in pursuit of its strategic goals and risk objectives.


 
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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 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 ERMC approves the high-level scenarios for, and reviews the results of, GE Capital-wide stress tests across key risk areas, such as credit and investment, liquidity and market risk. Stress test results are also expressed in terms of impact to capital levels and metrics, and that information is reviewed with the GECC Board and the GE Risk Committee at least twice a year. Stress testing requirements are set forth in GE Capital's approved risk policies. Key policies, such as the Enterprise Risk Management Policy, the Enterprise Risk Appetite Statement and the Liquidity and Capital Management policies are approved by the GECC Board and the GE Risk Committee at least annually. GE Capital, in coordination with and under the oversight of the GE CRO, provides risk reports to the GE Risk Committee. At these meetings, which occur at least four times a year, GE Capital senior management focuses on the risk strategy and the risk oversight processes used to manage the elements of risk managed by the ERMC.

Operational risks are inherent in GE Capital’s business activities and are typical of any large enterprise. GE Capital’s Operational Risk Management program seeks to effectively manage operational risk to reduce the potential for significant unexpected losses, and to minimize the impact of losses experienced in the normal course of business.

Additional information about our liquidity and how we manage this risk can be found in the Financial Resources and Liquidity section. Additional information about our credit risk and our portfolio can be found in the Financial Resources and Liquidity and Critical Accounting Estimates sections. Additional information about our market risk and how we manage this risk can be found in the Financial Resources and Liquidity section.

Segment Operations
 
Our five segments are focused on the broad markets they serve: CLL, Consumer, Real Estate, Energy Financial Services and 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 for greater clarity.

GECC 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; underabsorbed corporate overhead; certain non-allocated amounts determined by the Chairman; and a variety of sundry items. GECC 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; in-process research and development and certain other acquisition-related charges and balances; technology and product development costs; certain gains and losses from acquisitions or dispositions; and litigation settlements or other charges, responsibility for which preceded the current management team.

Segment profit excludes results reported as discontinued operations, earnings attributable to noncontrolling interests of consolidated subsidiaries and accounting changes. Segment profit, which we sometimes refer to as “net earnings”, includes interest and income taxes. Prior to January 1, 2011, segment profit excluded the effects of principal pension plans. Beginning January 1, 2011, GE began allocating service costs related to its principal pension plans and GE no longer allocates the retiree costs of its postretirement healthcare benefits to its segments. This revised allocation methodology better aligns segment operating costs to the active employee costs, which are managed by the segments. This change does not significantly affect reported segment results.

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.

 
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Summary of Operating Segments

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
CLL(a)
$
18,178 
 
$
18,447 
 
$
20,762 
Consumer(a)
 
16,781 
 
 
17,204 
 
 
16,794 
Real Estate
 
3,712 
 
 
3,744 
 
 
4,009 
Energy Financial Services
 
1,223 
 
 
1,957 
 
 
2,117 
GECAS(a)
 
5,262 
 
 
5,127 
 
 
4,594 
      Total segment revenues
 
45,156 
 
 
46,479 
 
 
48,276 
GECC corporate items and eliminations
 
574 
 
 
(57)
 
 
630 
Total revenues in GECC
$
45,730 
 
$
46,422 
 
$
48,906 
 
 
 
 
 
 
 
 
 
Segment profit (loss)
 
 
 
 
 
 
 
 
CLL(a)
$
2,720 
 
$
1,554 
 
$
963 
Consumer(a)
 
3,551 
 
 
2,523 
 
 
1,282 
Real Estate
 
(928)
 
 
(1,741)
 
 
(1,541)
Energy Financial Services
 
440 
 
 
367 
 
 
212 
GECAS(a)
 
1,150 
 
 
1,195 
 
 
1,016 
      Total segment profit
 
6,933 
 
 
3,898 
 
 
1,932 
GECC corporate items and eliminations(b)(c)
 
(384)
 
 
(740)
 
 
(607)
Earnings from continuing operations attributable to GECC
 
6,549 
 
 
3,158 
 
 
1,325 
Earnings (loss) from discontinued operations, net of taxes,
 
 
 
 
 
 
 
 
     attributable to GECC
 
17 
 
 
(867)
 
 
288 
Total net earnings attributable to GECC
$
6,566 
 
$
2,291 
 
$
1,613 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
During 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current-period presentation.
 
(b)  
Included restructuring and other charges for 2011 and 2010 of $0.1 billion and $0.2 billion, respectively, primarily related to CLL business exits.
 
(c)
Included $0.2 billion and $0.1 billion of net losses during 2011 and 2010, respectively, related to our treasury operations.
 
 
See accompanying notes to consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.
 

 
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CLL
 

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
$
18,178 
 
$
18,447 
 
$
20,762 
 
 
 
 
 
 
 
 
 
Segment profit
$
2,720 
 
$
1,554 
 
$
963 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
193,869 
 
$
202,650 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
   Americas
$
10,621 
 
$
10,556 
 
$
10,972 
   Europe
 
3,811 
 
 
4,140 
 
 
4,938 
   Asia
 
2,281 
 
 
2,202 
 
 
2,157 
   Other
 
1,465 
 
 
1,549 
 
 
2,695 
 
 
 
 
 
 
 
 
 
Segment profit (loss)
 
 
 
 
 
 
 
 
   Americas
$
2,118 
 
$
1,262 
 
$
640 
   Europe
 
402 
 
 
393 
 
 
362 
   Asia
 
234 
 
 
246 
 
 
132 
   Other
 
(34)
 
 
(347)
 
 
(171)
 
 
 
 
 
 
 
 
 
December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
 
 
 
 
 
 
 
   Americas
$
116,034 
 
$
119,809 
 
 
 
   Europe
 
46,590 
 
 
50,026 
 
 
 
   Asia
 
17,807 
 
 
18,269 
 
 
 
   Other
 
13,438 
 
 
14,546 
 
 
 

CLL 2011 revenues decreased 1% and net earnings increased 75% compared with 2010. Revenues decreased as a result of organic revenue declines ($1.1 billion), primarily due to lower ENI, partially offset by the weaker U.S. dollar ($0.5 billion) and higher gains and investment income ($0.4 billion). Net earnings increased in 2011, reflecting lower provisions for losses on financing receivables ($0.6 billion), higher gains and investment income ($0.3 billion), core increases ($0.2 billion) and lower impairments ($0.1 billion).

CLL 2010 revenues decreased 11% and net earnings increased 61% compared with 2009. Revenues in 2010 and 2009 included $0.2 billion and $0.1 billion, respectively, from acquisitions, and in 2010 were reduced by $1.2 billion from dispositions, primarily related to the 2009 deconsolidation of PTL. Revenues in 2010 also decreased $1.2 billion compared with 2009 as a result of organic revenue declines ($1.4 billion), partially offset by the weaker U.S. dollar ($0.2 billion). Net earnings increased by $0.6 billion in 2010, reflecting lower provisions for losses on financing receivables ($0.6 billion), higher gains ($0.2 billion) and lower selling, general and administrative costs ($0.1 billion). These increases were partially offset by the absence of the gain on the PTL sale and remeasurement ($0.3 billion) and declines in lower-taxed earnings from global operations ($0.1 billion).

 
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Consumer
 

(In millions)
2011 
 
2010 
 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
$
16,781 
 
$
17,204 
 
$
16,794 
 
 
 
 
 
 
 
 
 
Segment profit
$
3,551 
 
$
2,523 
 
$
1,282 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
139,000 
 
$
147,327 
 
 
 
 
 
 
 
 
 
 
 
 

Consumer 2011 revenues decreased 2% and net earnings increased 41% compared with 2010. Revenues included $0.3 billion from acquisitions and were reduced by $0.4 billion as a result of dispositions. Revenues in 2011 also decreased $0.3 billion as a result of organic revenue declines ($1.4 billion), primarily due to lower ENI, and higher impairments ($0.1 billion), partially offset by the gain on the Garanti Bank transaction ($0.7 billion), the weaker U.S. dollar ($0.5 billion) and higher gains ($0.1 billion). The increase in net earnings resulted primarily from lower provisions for losses on financing receivables ($1.0 billion), the gain on the Garanti Bank transaction ($0.3 billion) and acquisitions ($0.1 billion), partially offset by lower Garanti results ($0.2 billion), and core decreases ($0.2 billion).
 
Consumer 2010 revenues increased 2% and net earnings increased 97% compared with 2009. Revenues in 2010 were reduced by $0.3 billion as a result of dispositions. Revenues in 2010 increased $0.7 billion compared with 2009 as a result of the weaker U.S. dollar ($0.4 billion) and organic revenue growth ($0.4 billion). The increase in net earnings resulted primarily from core growth ($1.3 billion) and the weaker U.S. dollar ($0.1 billion), partially offset by the effects of dispositions ($0.1 billion). Core growth included lower provisions for losses on financing receivables across most platforms ($1.5 billion) and lower selling, general and administrative costs ($0.2 billion), partially offset by declines in lower-taxed earnings from global operations ($0.7 billion) including the absence of the first quarter 2009 tax benefit ($0.5 billion) from the decision to indefinitely reinvest prior-year earnings outside the U.S. and an increase in the valuation allowance associated with Japan ($0.2 billion).

Real Estate
 

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
$
3,712 
 
$
3,744 
 
$
4,009 
 
 
 
 
 
 
 
 
 
Segment profit (loss)
$
(928)
 
$
(1,741)
 
$
(1,541)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
60,873 
 
$
72,630 
 
 
 
 
 
 
 
 
 
 
 
 

Real Estate 2011 revenues decreased 1% and net earnings increased 47% compared with 2010.  Revenues decreased as organic revenue declines ($0.4 billion), primarily due to lower ENI, were partially offset by increases in net gains on property sales ($0.2 billion) and the weaker U.S. dollar ($0.1 billion). Real Estate net earnings increased compared with 2010, as lower impairments ($0.7 billion), a decrease in provisions for losses on financing receivables ($0.4 billion) and increases in net gains on property sales ($0.2 billion) were partially offset by core declines ($0.4 billion). Depreciation expense on real estate equity investments totaled $0.9 billion and $1.0 billion in 2011 and 2010, respectively.

Real Estate 2010 revenues decreased 7% and net earnings decreased 13% compared with 2009. Revenues for 2010 decreased $0.3 billion compared with 2009 as a result of organic revenue declines and a decrease in property sales, partially offset by the weaker U.S. dollar. Real Estate net earnings decreased $0.2 billion compared with 2009, primarily from an increase in impairments related to equity properties and investments ($0.9 billion), partially offset by a decrease in provisions for losses on financing receivables ($0.4 billion), and core increases ($0.3 billion). Depreciation expense on real estate equity investments totaled $1.0 billion and $1.2 billion for 2010 and 2009, respectively.


 
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Energy Financial Services

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
$
1,223 
 
$
1,957 
 
$
2,117 
 
 
 
 
 
 
 
 
 
Segment profit
$
440 
 
$
367 
 
$
212 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
18,357 
 
$
19,549 
 
 
 
 
 
 
 
 
 
 
 
 

Energy Financial Services 2011 revenues decreased 38% and net earnings increased 20% compared with 2010. Revenues decreased primarily as a result of the deconsolidation of Regency Energy Partners L.P. (Regency) ($0.7 billion) and organic revenue declines ($0.3 billion), primarily from an asset sale in 2010 by an investee. These decreases were partially offset by higher gains ($0.2 billion). The increase in net earnings resulted primarily from higher gains ($0.2 billion), partially offset by the deconsolidation of Regency ($0.1 billion) and core decreases, primarily from an asset sale in 2010 by an investee.

Energy Financial Services 2010 revenues decreased 8% and net earnings increased 73% compared with 2009. Revenues in 2010 included a $0.1 billion gain related to the Regency transaction and in 2009 were reduced by $0.1 billion of gains from dispositions. Revenues in 2010 decreased compared with 2009 as a result of organic revenue growth ($0.4 billion), primarily increases in associated company revenues resulting from an asset sale by an investee ($0.2 billion), more than offset by the deconsolidation of Regency. The increase in net earnings resulted primarily from core increases ($0.1 billion), primarily increases in associated company earnings resulting from an asset sale by an investee ($0.2 billion) and the gain related to the Regency transaction ($0.1 billion).

GECAS

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
$
5,262 
 
$
5,127 
 
$
4,594 
 
 
 
 
 
 
 
 
 
Segment profit
$
1,150 
 
$
1,195 
 
$
1,016 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
48,821 
 
$
49,106 
 
 
 
 
 
 
 
 
 
 
 
 

GECAS 2011 revenues increased 3% and net earnings decreased 4% compared with 2010. Revenues for 2011 increased compared with 2010 as a result of organic revenue growth ($0.1 billion). The decrease in net earnings resulted primarily from core decreases ($0.1 billion), reflecting the 2010 benefit from resolution of the 2003-2005 IRS audit, partially offset by lower impairments ($0.1 billion).

GECAS 2010 revenues increased 12% and net earnings increased 18% compared with 2009. Revenues in 2010 increased compared with 2009 as a result of organic revenue growth ($0.5 billion), including higher investment income. The increase in net earnings resulted primarily from core increases ($0.2 billion), including the benefit from resolution of the 2003-2005 IRS audit, lower credit losses and higher investment income, partially offset by higher impairments related to our operating lease portfolio of commercial aircraft.


 
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Corporate Items and Eliminations
 
GECC Corporate Items and Eliminations include Treasury operation expenses for 2011 and 2010 of $0.2 billion and $0.1 billion, 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.

GECC Corporate Items and Eliminations include $0.3 billion and $0.1 billion of unallocated Tax benefits for 2011 and 2010, respectively, primarily related to the resolution of certain IRS audits.

Certain costs included in GECC Corporate Items and Eliminations are not allocated to the five operating businesses because they are excluded from the measurement of their segment operating performance for internal purposes. Unallocated costs included $0.1 billion and $0.2 billion for 2011 and 2010, respectively, primarily related to restructuring and other charges.

Discontinued Operations
 

 
2011 
 
2010 
 
2009 
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) from discontinued operations,
 
 
 
 
 
 
 
 
    net of taxes
$
17 
 
$
(867)
 
$
288 
 
 
 
 
 
 
 
 
 

Discontinued operations primarily comprised BAC, GE Money Japan, WMC, Consumer RV Marine, Consumer Mexico, Consumer Singapore and Australian Home Lending. Associated results of operations, financial position and cash flows are separately reported as discontinued operations for all periods presented.

In 2011, earnings from discontinued operations, net of taxes, included a $0.3 billion gain related to the sale of Consumer Singapore and earnings from operations at Australian Home Lending of $0.1 billion, partially offset by incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan of $0.2 billion and the loss on the sale of Australian Home Lending of $0.1 billion.

In 2010, loss from discontinued operations, net of taxes, primarily reflected incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan of $1.7 billion and estimated after-tax losses of $0.2 billion and $0.1 billion on the planned sales of Consumer Mexico and Consumer RV Marine, respectively, partially offset by an after-tax gain on the sale of BAC of $0.8 billion and earnings from operations at Consumer Mexico of $0.2 billion and at BAC of $0.1 billion.

In 2009, earnings from discontinued operations, net of taxes, primarily reflected earnings from operations of BAC of $0.3 billion, Australian Home Lending of $0.1 billion and Consumer Mexico of $0.1 billion, partially offset by incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan of $0.2 billion and loss from operations at Consumer RV Marine of $0.1 billion.

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.

 
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Geographic Operations
 
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 profit opportunities. New profit opportunities include, among other things, more opportunities for expansion of our activities through purchases of companies or assets at reduced prices and lower U.S. debt financing costs.

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. We classify certain operations that cannot meaningfully be associated with specific geographic areas as “Other Global” for this purpose.

Geographic Revenues
 

(In billions)
 
 
 
 
 
 
 
 
 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
U.S.
$
22.8 
 
$
22.0 
 
$
24.7 
Europe
 
11.5 
 
 
12.5 
 
 
14.9 
Pacific Basin
 
6.5 
 
 
7.2 
 
 
6.2 
Americas
 
3.4 
 
 
3.5 
 
 
2.2 
Middle East and Africa
 
0.6 
 
 
0.5 
 
 
0.5 
Other Global
 
0.9 
 
 
0.7 
 
 
0.4 
Total
$
45.7 
 
$
46.4 
 
$
48.9 
 
 
 
 
 
 
 
 
 

Global revenues decreased 6% to $22.9 billion in 2011, compared with $24.4 billion and $24.2 billion in 2010 and 2009, respectively, primarily as a result of decreases in Western Europe. Global revenues as a percentage of total revenues were 50% in 2011, compared with 53% and 50% in 2010 and 2009, respectively. Global revenue increased by 1% in 2010 from $24.2 billion in 2009, primarily as a result of increases in the Americas and Pacific Basin offset by decreases in Europe. The effects of currency fluctuations on reported results increased revenues by $1.1 billion in 2011, increased revenues by $0.8 billion in 2010 and decreased revenues by $2.5 billion in 2009.

Total Assets (continuing operations)
 

December 31 (In billions)
 
 
 
 
 
 
2011 
 
2010 
 
 
 
 
 
 
U.S.
$
233.2 
 
$
244.3 
Europe
 
175.4 
 
 
177.2 
Pacific Basin
 
54.8 
 
 
55.0 
Americas
 
36.2 
 
 
34.9 
Other Global
 
52.9 
 
 
53.9 
Total
$
552.5 
 
$
565.3 
Our global assets on a continuing basis of $319.3 billion at the end of 2011 were 1% lower than at the end of 2010, reflecting declines in Europe, primarily due to dispositions and portfolio run-off in various businesses at Consumer and lower financing receivables and equipment leased to others at CLL.

Financial results of our global 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 pound sterling, the euro, the Japanese yen, the Canadian dollar and the Australian dollar.


 
(28)

 

Financial Resources and Liquidity
 
This discussion of financial resources and liquidity addresses the Statement of Financial Position, Liquidity and Borrowings, Debt and Derivative Instruments, Guarantees and Covenants, the Statement of Changes in Shareowner’s Equity, the Statement of Cash Flows, Contractual Obligations, and Variable Interest Entities (VIEs).

Overview of Financial Position
 
Major changes to our shareowner’s equity are discussed in the Statement of Changes in Shareowner’s Equity section. In addition, other significant changes to balances in our Statement of Financial Position follow.

Statement of Financial Position
 
Investment securities comprise mainly investment grade debt securities supporting obligations to holders of guaranteed investment contracts (GICs) in Trinity, and investment securities at our treasury operations and investments held in our CLL business collateralized by senior secured loans of high-quality, middle-market companies in a variety of industries. The fair value of investment securities decreased to $17.8 billion at December 31, 2011 from $18.0 billion at December 31, 2010. Of the amount at December 31, 2011, we held debt securities with an estimated fair value of $17.0 billion, which included corporate debt securities, asset-backed securities (ABS), residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS) with estimated fair values of $3.6 billion, $4.8 billion, $1.5 billion and $1.3 billion, respectively. Net unrealized losses on debt securities were $1.1 billion and $0.9 billion at December 31, 2011 and December 31, 2010, respectively. This amount included unrealized losses on corporate debt securities, ABS, RMBS and CMBS of $0.5 billion, $0.2 billion, $0.3 billion and $0.2 billion, respectively, at December 31, 2011, as compared with $0.1 billion, $0.2 billion, $0.4 billion and $0.2 billion, respectively, at December 31, 2010.

We regularly review investment securities for impairment using both qualitative and quantitative criteria. We presently do not intend to sell the vast majority of our debt securities and believe that it is not more likely than not that we will be required to sell these securities that are in an unrealized loss position before recovery of our amortized cost. We believe that the unrealized loss associated with our equity securities will be recovered within the foreseeable future.

Our RMBS portfolio is collateralized primarily by pools of individual, direct mortgage loans (a majority of which were originated in 2006 and 2005), not other structured products such as collateralized debt obligations. Substantially all of our RMBS are in a senior position in the capital structure of the deals and 68% are agency bonds or insured by Monoline insurers (on which we continue to place reliance). Of our total RMBS portfolio at December 31, 2011 and December 31, 2010, approximately $0.5 billion and $0.7 billion, respectively, relate to residential subprime credit, primarily supporting our guaranteed investment contracts. A majority of exposure to residential subprime credit related to investment securities backed by mortgage loans originated in 2006 and 2005. Substantially all of the subprime RMBS were investment grade at the time of purchase and approximately 70% have been subsequently downgraded to below investment grade.

Our 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 2006. Substantially all of the securities in our CMBS portfolio have investment grade credit ratings and the vast majority of the securities are in a senior position in the capital structure.

Our 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 our ABS are in a senior position in the capital structure of the deals. In addition, substantially all of the securities that are below investment grade are in an unrealized gain position.

If there has been an adverse change in cash flows for RMBS, management considers credit enhancements such as Monoline insurance (which are features of a specific security). In evaluating the overall creditworthiness of the Monoline insurer (Monoline), we use an analysis that is similar to the approach we use for corporate bonds, including an evaluation of the sufficiency of the Monoline’s cash reserves and capital, ratings activity, whether the Monoline is in default or default appears imminent, and the potential for intervention by an insurance or other regulator.


 
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Monolines provide credit enhancement for certain of our investment securities, primarily RMBS and municipal securities. The credit enhancement is a feature of each specific security that guarantees the payment of all contractual cash flows, and is not purchased separately by GE. The Monoline industry continues to experience financial stress from increasing delinquencies and defaults on the individual loans underlying insured securities. We continue to rely on Monolines with adequate capital and claims paying resources. We have reduced our reliance on Monolines that do not have adequate capital or have experienced regulator intervention. At December 31, 2011, our investment securities insured by Monolines on which we continue to place reliance were $1.2 billion, including $0.3 billion of our $0.5 billion investment in subprime RMBS. At December 31, 2011, the unrealized loss associated with securities subject to Monoline credit enhancement, for which there is an expected credit loss, was $0.3 billion.

Total pre-tax, other-than-temporary impairment losses during 2011 were $0.5 billion, of which $0.4 billion was recognized in earnings and primarily relates to credit losses on non-U.S. government and non-U.S. corporate securities and other-than-temporary losses on equity securities and $0.1 billion primarily relates to non-credit related losses on RMBS and is included within accumulated other comprehensive income.

Total pre-tax, other-than-temporary impairment losses during 2010 were $0.4 billion, of which $0.2 billion was recognized in earnings and primarily relates to credit losses on RMBS, non-U.S. government securities, non-U.S. corporate securities and other-than-temporary losses on equity securities, and $0.2 billion primarily relates to non-credit related losses on RMBS and is included within accumulated other comprehensive income.

Our qualitative review attempts to identify issuers’ securities that are “at-risk” of other-than-temporary impairment, that is, for securities that we do not intend to sell and it is not more likely than not that we will be required to sell before recovery of our amortized cost, whether there is a possibility of credit loss that would result in an other-than-temporary impairment recognition in the following 12 months. Securities we have identified as “at-risk” primarily relate to investments in RMBS and non-U.S. corporate debt securities across a broad range of industries. The amount of associated unrealized loss on these securities at December 31, 2011, is $0.6 billion. Unrealized losses are not indicative of the amount of credit loss that would be recognized as credit losses are determined based on adverse changes in expected cash flows rather than fair value. For further information relating to how credit losses are calculated, see Note 3 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.  Uncertainty in the capital markets may cause increased levels of other-than-temporary impairments.

At December 31, 2011, unrealized losses on investment securities totaled $1.3 billion, including $1.1 billion aged 12 months or longer, compared with unrealized losses of $1.2 billion, including $1.0 billion aged 12 months or longer at December 31, 2010. Of the amount aged 12 months or longer at December 31, 2011, more than 74% are debt securities that were considered to be investment grade by the major rating agencies. In addition, of the amount aged 12 months or longer, $0.6 billion and $0.3 billion related to structured securities (mortgage-backed, asset-backed and securitization retained interests) and corporate debt securities, respectively. With respect to our investment securities that are in an unrealized loss position at December 31, 2011, the majority relate to debt securities held to support obligations to holders of GICs. We presently do not intend to sell the vast majority of our debt securities and believe that it is not more likely than not that we will be required to sell these securities that are in an unrealized loss position before recovery of our amortized cost. For additional information, see Note 3 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

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. Additional information about our application of this guidance is provided in Notes 1 and 14 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report. At December 31, 2011, the aggregate amount of investments that are measured at fair value through earnings totaled $5.9 billion and consisted primarily of various assets held for sale in the ordinary course of business, as well as equity investments.


 
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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 consumer portfolio is largely non-U.S. and primarily comprises mortgage, sales finance, auto and personal loans in various European and Asian countries. Our U.S. consumer financing receivables comprise 16% of our total portfolio. Of those, approximately 65% relate primarily to credit cards, which are often subject to profit and loss sharing arrangements with the retailer (the results of which are reflected in revenues), and have a smaller average balance and lower loss severity as compared to bank cards. The remaining 35% are sales finance receivables, which provide electronics, recreation, medical and home improvement financing to customers. In 2007, we exited the U.S. mortgage business and we have no U.S. auto or student loans.

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 industry, respectively. We are in a secured position for substantially all of our commercial portfolio.

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. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible to experience credit losses that are different from our current estimates.

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; and “nonearning” receivables are those that are 90 days or more past due (or for which collection is otherwise doubtful). Nonearning receivables exclude loans purchased at a discount (unless they have deteriorated post acquisition). Under FASB ASC 310, Receivables, these loans 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. In addition, nonearning receivables exclude loans that are paying on a cash accounting basis but classified as nonaccrual and impaired. “Nonaccrual” financing receivables include all nonearning receivables and 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. 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 the Critical Accounting Estimates section of this Item and Notes 1, 4 and 16 to the consolidated financial statements in part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.  

 
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Financing receivables at
 
Nonearning receivables at
 
Allowance for losses at
 
December 31,
 
December 31,
 
December 31,
 
December 31,
 
December 31,
 
December 31,
(In millions)
2011 
 
2010 
 
2011 
 
2010 
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas(a)
$
80,505 
 
$
88,558 
 
$
1,862 
 
$
2,573 
 
$
889 
 
$
1,288 
Europe
 
36,899 
 
 
37,498 
 
 
1,167 
 
 
1,241 
 
 
400 
 
 
429 
Asia
 
11,635 
 
 
11,943 
 
 
269 
 
 
406 
 
 
157 
 
 
222 
Other(a)
 
436 
 
 
664 
 
 
11 
 
 
 
 
 
 
Total CLL
 
129,475 
 
 
138,663 
 
 
3,309 
 
 
4,226 
 
 
1,450 
 
 
1,945 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Financial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Services
 
5,912 
 
 
7,011 
 
 
22 
 
 
62 
 
 
26 
 
 
22 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
11,901 
 
 
12,615 
 
 
55 
 
 
– 
 
 
17 
 
 
20 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
1,282 
 
 
1,788 
 
 
65 
 
 
102 
 
 
37 
 
 
58 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Commercial
 
148,570 
 
 
160,077 
 
 
3,451 
 
 
4,390 
 
 
1,530 
 
 
2,045 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt(b)
 
24,501 
 
 
30,249 
 
 
541 
 
 
961 
 
 
949 
 
 
1,292 
Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Properties(c)
 
8,248 
 
 
9,962 
 
 
249 
 
 
386 
 
 
140 
 
 
196 
Total Real Estate
 
32,749 
 
 
40,211 
 
 
790 
 
 
1,347 
 
 
1,089 
 
 
1,488 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    mortgages(d)
 
36,170 
 
 
40,011 
 
 
3,349 
 
 
3,738 
 
 
706 
 
 
803 
Non-U.S.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    installment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      and revolving
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        credit
 
18,544 
 
 
20,132 
 
 
263 
 
 
289 
 
 
717 
 
 
937 
U.S. installment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  and revolving
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    credit
 
46,689 
 
 
43,974 
 
 
990 
 
 
1,201 
 
 
2,008 
 
 
2,333 
Non-U.S. auto
 
5,691 
 
 
7,558 
 
 
43 
 
 
46 
 
 
101 
 
 
168 
Other
 
7,244 
 
 
8,304 
 
 
419 
 
 
478 
 
 
199 
 
 
259 
Total Consumer
 
114,338 
 
 
119,979 
 
 
5,064 
 
 
5,752 
 
 
3,731 
 
 
4,500 
Total
$
295,657 
 
$
320,267 
 
$
9,305 
 
$
11,489 
 
$
6,350 
 
$
8,033 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
During 2011, we transferred our Railcar lending and leasing portfolio from CLL Other to CLL Americas. Prior-period amounts were reclassified to conform to the current-period presentation.
 
(b)  
Financing receivables included $0.1 billion and $0.2 billion of construction loans at December 31, 2011 and December 31, 2010, respectively.
 
(c)  
Our Business Properties portfolio is underwritten primarily by the credit quality of the borrower and secured by tenant and owner-occupied commercial properties.
 
(d)  
At December 31, 2011, net of credit insurance, approximately 25% of our secured Consumer non-U.S. residential mortgage portfolio comprised loans with introductory, below market rates that are scheduled to adjust at future dates; with high loan-to-value ratios at inception (greater than 90%); whose terms permitted interest-only payments; or whose terms resulted in negative amortization. At origination, we underwrite loans with an adjustable rate to the reset value. Of these loans, 79% are in our U.K. and France portfolios, which comprise mainly loans with interest-only payments and introductory below market rates, have a delinquency rate of 15%, have a loan-to-value ratio at origination of 76% and have re-indexed loan-to-value ratios of 84% and 56%, respectively. At December 31, 2011, 6% (based on dollar values) of these loans in our U.K. and France portfolios have been restructured.
 
 

 
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The portfolio of financing receivables, before allowance for losses, was $295.7 billion at December 31, 2011, and $320.3 billion at December 31, 2010. Financing receivables, before allowance for losses, decreased $24.6 billion from December 31, 2010, primarily as a result of collections exceeding originations ($14.9 billion) (which includes sales), write-offs ($7.2 billion) and the stronger U.S. dollar ($1.5 billion), partially offset by acquisitions ($3.6 billion). The $24.6 billion decline in financing receivables excludes financing receivables of $11.5 billion, previously reported in Discontinued operations or Assets of businesses held for sale (primarily non-U.S. residential mortgages and non-U.S. installment and revolving credit) associated with 2011 business and portfolio dispositions. See Note 2 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Related nonearning receivables totaled $9.3 billion (3.1% of outstanding receivables) at December 31, 2011, compared with $11.5 billion (3.6% of outstanding receivables) at December 31, 2010. Nonearning receivables decreased from December 31, 2010, primarily due to write-offs and discounted payoffs in Real Estate, improved performance in Commercial and improvements in our entry rates in Consumer.

The allowance for losses at December 31, 2011 totaled $6.4 billion compared with $8.0 billion at December 31, 2010, representing our best estimate of probable losses inherent in the portfolio. Allowance for losses decreased $1.7 billion from December 31, 2010, primarily because provisions were lower than write-offs, net of recoveries by $1.5 billion, which is attributable to a reduction in the overall financing receivables balance and an improvement in the overall credit environment. The allowance for losses as a percent of total financing receivables decreased from 2.5% at December 31, 2010 to 2.1% at December 31, 2011 primarily due to a decrease in the allowance for losses as discussed above, partially offset by a decline in the overall financing receivables balance as collections exceeded originations. Further information surrounding the allowance for losses related to each of our portfolios is detailed below.

 
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The following table provides information surrounding selected ratios related to nonearning financing receivables and the allowance for losses.
 

 
Nonearning financing receivables
 
 
Allowance for losses
 
 
Allowance for losses
 
 
as a percent of
 
 
as a percent of
 
 
as a percent of
 
 
financing receivables at
 
 
nonearning financing receivables at
 
 
total financing receivables at
 
 
December 31,
 
 
December 31,
 
 
December 31,
 
 
December 31,
 
 
December 31,
 
 
December 31,
 
 
2011 
 
 
2010 
 
 
2011 
 
 
2010 
 
 
2011 
 
 
2010 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
2.3 
%
 
2.9 
%
 
47.7 
%
 
50.1 
%
 
1.1 
%
 
1.5 
%
Europe
3.2 
 
 
3.3 
 
 
34.3 
 
 
34.6 
 
 
1.1 
 
 
1.1 
 
Asia
2.3 
 
 
3.4 
 
 
58.4 
 
 
54.7 
 
 
1.3 
 
 
1.9 
 
Other
2.5 
 
 
0.9 
 
 
36.4 
 
 
100.0 
 
 
0.9 
 
 
0.9 
 
Total CLL
2.6 
 
 
3.0 
 
 
43.8 
 
 
46.0 
 
 
1.1 
 
 
1.4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial Services
0.4 
 
 
0.9 
 
 
118.2 
 
 
35.5 
 
 
0.4 
 
 
0.3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
0.5 
 
 
– 
 
 
30.9 
 
 
– 
 
 
0.1 
 
 
0.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
5.1 
 
 
5.7 
 
 
56.9 
 
 
56.9 
 
 
2.9 
 
 
3.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Commercial
2.3 
 
 
2.7 
 
 
44.3 
 
 
46.6 
 
 
1.0 
 
 
1.3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
2.2 
 
 
3.2 
 
 
175.4 
 
 
134.4 
 
 
3.9 
 
 
4.3 
 
Business Properties
3.0 
 
 
3.9 
 
 
56.2 
 
 
50.8 
 
 
1.7 
 
 
2.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Real Estate
2.4 
 
 
3.3 
 
 
137.8 
 
 
110.5 
 
 
3.3 
 
 
3.7 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  residential mortgages
9.3 
 
 
9.3 
 
 
21.1 
 
 
21.5 
 
 
2.0 
 
 
2.0 
 
Non-U.S.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  installment and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    revolving credit
1.4 
 
 
1.4 
 
 
272.6 
 
 
324.2 
 
 
3.9 
 
 
4.7 
 
U.S. installment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 and revolving credit
2.1 
 
 
2.7 
 
 
202.8 
 
 
194.3 
 
 
4.3 
 
 
5.3 
 
Non-U.S. auto
0.8 
 
 
0.6 
 
 
234.9 
 
 
365.2 
 
 
1.8 
 
 
2.2 
 
Other
5.8 
 
 
5.8 
 
 
47.5 
 
 
54.2 
 
 
2.7 
 
 
3.1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Consumer
4.4 
 
 
4.8 
 
 
73.7 
 
 
78.2 
 
 
3.3 
 
 
3.8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
3.1 
 
 
3.6 
 
 
68.2 
 
 
69.9 
 
 
2.1 
 
 
2.5 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

CLL − Americas. Nonearning receivables of $1.9 billion represented 20.0% of total nonearning receivables at December 31, 2011. The ratio of allowance for losses as a percent of nonearning receivables decreased from 50.1% at December 31, 2010, to 47.7% at December 31, 2011, reflecting an overall improvement in the credit quality of the remaining portfolio and an overall decrease in nonearning receivables. The ratio of nonearning receivables as a percent of financing receivables decreased from 2.9% at December 31, 2010, to 2.3% at December 31, 2011, primarily due to reduced nonearning exposures in our healthcare, media, franchise and inventory financing portfolios, which more than offset deterioration in our corporate aircraft portfolio. Collateral supporting these nonearning 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.


 
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CLL – Europe. Nonearning receivables of $1.2 billion represented 12.5% of total nonearning receivables at December 31, 2011. The ratio of allowance for losses as a percent of nonearning receivables decreased from 34.6% at December 31, 2010, to 34.3% at December 31, 2011, primarily due to an increase in nonearning receivables in our senior secured lending portfolio, partially offset by a reduction in nonearning receivables related to account restructuring in our asset-backed lending portfolio and improved delinquency in our equipment finance portfolio. The majority of nonearning 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 nonearning receivables compared to the remaining portfolio. Excluding the nonearning loans attributable to the 2009 acquisition of Interbanca S.p.A., the ratio of allowance for losses as a percent of nonearning receivables decreased from 65.7% at December 31, 2010, to 55.9% at December 31, 2011, for the reasons described above. The ratio of nonearning receivables as a percent of financing receivables decreased from 3.3% at December 31, 2010, to 3.2% at December 31, 2011, as a result of a decrease in nonearning receivables across our equipment finance and asset-backed lending portfolios, partially offset by the increase in nonearning receivables in our senior secured lending portfolio, for the reasons described above. Collateral supporting these secured nonearning financing receivables are primarily equity of the underlying businesses for our senior secured lending and Interbanca S.p.A. businesses, and equipment for our equipment finance portfolio.

CLL – Asia. Nonearning receivables of $0.3 billion represented 2.9% of total nonearning receivables at December 31, 2011. The ratio of allowance for losses as a percent of nonearning receivables increased from 54.7% at December 31, 2010, to 58.4% at December 31, 2011, primarily as a result of collections and write-offs of nonearning receivables in our asset-based financing businesses in Japan, Australia and New Zealand. The ratio of nonearning receivables as a percent of financing receivables decreased from 3.4% at December 31, 2010, to 2.3% at December 31, 2011, primarily due to the decline in nonearning receivables related to our asset-based financing businesses in Japan, Australia and New Zealand, partially offset by a lower financing receivables balance. Collateral supporting these nonearning financing receivables is primarily commercial real estate, manufacturing equipment, corporate aircraft, and assets in the auto industry.

Real Estate – Debt. Nonearning receivables of $0.5 billion represented 5.8% of total nonearning receivables at December 31, 2011. The decrease in nonearning receivables from December 31, 2010, was driven primarily by the resolution of U.S. multi-family and office nonearning loans, as well as European hotel and retail loans, through restructurings, payoffs and foreclosures, partially offset by new European multi-family delinquencies. The ratio of allowance for losses as a percent of nonearning receivables increased from 134.4% to 175.4% reflecting resolution of nonearning loans as mentioned above. The ratio of allowance for losses as a percent of total financing receivables decreased from 4.3% at December 31, 2010 to 3.9% at December 31, 2011, driven primarily by write-offs related to settlements and payoffs from impaired loan borrowers and improvement in collateral values.

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, 2011, total Real Estate financing receivables of $32.7 billion were primarily collateralized by owner-occupied properties ($8.2 billion), office buildings ($7.2 billion), apartment buildings ($4.5 billion) and hotel properties ($3.8 billion). In 2011, commercial real estate markets showed 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. Assuming global property values decline an incremental 1% or 5%, and that decline occurs evenly across geographies and asset classes, we estimate incremental loan loss reserves would be required of less than $0.1 billion and approximately $0.2 billion, respectively. 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 sensitivity analyses or attempts to forecast potential losses carry a high degree of imprecision and are subject to change. At December 31, 2011, we had 119 foreclosed commercial real estate properties totaling $0.7 billion.


 
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Consumer − Non-U.S. residential mortgages. Nonearning receivables of $3.3 billion represented 36.0% of total nonearning receivables at December 31, 2011. The ratio of allowance for losses as a percent of nonearning receivables decreased from 21.5% at December 31, 2010, to 21.1% at December 31, 2011. In the year ended 2011, our nonearning receivables decreased primarily due to improving portfolio quality in the U.K. Our non-U.S. mortgage portfolio has a loan-to-value ratio of approximately 75% at origination and the vast majority are first lien positions. Our U.K. and France portfolios, which comprise a majority of our total mortgage portfolio, have reindexed loan-to-value ratios of 84% and 56%, respectively. About 4% of these loans are without mortgage insurance and have a reindexed loan-to-value ratio equal to or greater than 100%. 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, 2011, we had in repossession stock 461 houses in the U.K., which had a value of approximately $0.1 billion. The ratio of nonearning receivables as a percent of financing receivables remained constant at 9.3% at December 31, 2011.

Consumer − Non-U.S. installment and revolving credit. Nonearning receivables of $0.3 billion represented 2.8% of total nonearning receivables at December 31, 2011. The ratio of allowance for losses as a percent of nonearning receivables decreased from 324.2% at December 31, 2010 to 272.6% at December 31, 2011, reflecting the effects of loan repayments and reduced originations primarily in our European platforms.

Consumer − U.S. installment and revolving credit. Nonearning receivables of $1.0 billion represented 10.6% of total nonearning receivables at December 31, 2011. The ratio of allowance for losses as a percent of nonearning receivables increased from 194.3% at December 31, 2010, to 202.8% at December 31, 2011, as a result of lower entry rates and improved collections resulting in reductions in our nonearning receivables balance. The ratio of nonearning receivables as a percentage of financing receivables decreased from 2.7% at December 31, 2010 to 2.1% at December 31, 2011, primarily due to lower delinquencies reflecting an improvement in the overall credit environment.

Nonaccrual Financing Receivables
 
The following table provides details related to our nonaccrual and nonearning financing receivables. Nonaccrual financing receivables include all nonearning receivables and are those on which we have stopped accruing interest. We stop accruing interest at the earlier of the time at which collection becomes doubtful or the account becomes 90 days past due. Substantially all of the differences between nonearning and nonaccrual financing receivables relate to loans which are classified as nonaccrual financing receivables but are paying on a cash accounting basis, and therefore excluded from nonearning receivables. Of our $17.0 billion nonaccrual loans at December 31, 2011, $7.5 billion are currently paying in accordance with their contractual terms.
 

 
Nonaccrual
 
Nonearning
 
financing
 
financing
December 31, 2011 (In millions)
receivables
 
receivables
 
 
 
 
 
 
Commercial
 
 
 
 
 
CLL
$
4,512 
 
$
3,309 
Energy Financial Services
 
22 
 
 
22 
GECAS
 
69 
 
 
55 
Other
 
115 
 
 
65 
Total Commercial
 
4,718 
 
 
3,451 
 
 
 
 
 
 
Real Estate
 
6,949 
 
 
790 
 
 
 
 
 
 
Consumer
 
5,316 
 
 
5,064 
Total
$
16,983 
 
$
9,305 
 
 
 
 
 
 

 
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Impaired Loans
 
“Impaired” loans in the table below 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 original contractual terms of the loan agreement. 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 nonearning receivables on larger balance or restructured loans, loans that are currently paying interest under the cash basis (but are excluded from the nonearning category), and loans paying currently but which have 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).
 
Further information pertaining to loans classified as impaired and specific reserves is included in the table below.
 

 
At
(In millions)
December 31,
 
December 31,
 
2011 
 
2010 
Loans requiring allowance for losses
 
 
 
 
 
   Commercial(a)
$
2,357 
 
$
2,733 
   Real Estate
 
4,957 
 
 
6,812 
   Consumer
 
3,036 
 
 
2,446 
Total loans requiring allowance for losses
 
10,350 
 
 
11,991 
 
 
 
 
 
 
Loans expected to be fully recoverable
 
 
 
 
 
   Commercial(a)
 
3,305 
 
 
3,087 
   Real Estate
 
3,790 
 
 
3,005 
   Consumer
 
69 
 
 
102 
Total loans expected to be fully recoverable
 
7,164 
 
 
6,194 
Total impaired loans
$
17,514 
 
$
18,185 
 
 
 
 
 
 
Allowance for losses (specific reserves)
 
 
 
 
 
   Commercial(a)
$
812 
 
$
1,031 
   Real Estate
 
822 
 
 
1,150 
   Consumer
 
717 
 
 
555 
Total allowance for losses (specific reserves)
$
2,351 
 
$
2,736 
 
 
 
 
 
 
Average investment during the period
$
18,384 
 
$
15,538 
Interest income earned while impaired(b)
 
733 
 
 
391 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Includes CLL, Energy Financial Services, GECAS and Other.
 
(b)
Recognized principally on a cash basis.
 
 
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 classify Real Estate loans as impaired 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 contractual terms.

Of our $8.7 billion impaired loans at Real Estate at December 31, 2011, $7.9 billion 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.


 
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Our impaired loan balance at December 31, 2011 and 2010, classified by the method used to measure impairment was as follows.

 
At
 
December 31,
 
December 31,
(In millions)
2011 
 
2010 
 
 
 
 
 
 
Method used to measure impairment
 
 
 
 
 
Discounted cash flow
$
8,981 
 
$
7,644 
Collateral value
 
8,533 
 
 
10,541 
Total
$
17,514 
 
$
18,185 

See Note 1 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report for further information on collateral dependent loans and our valuation process.

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. 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 relevant facts and circumstances. At December 31, 2011, TDRs included in impaired loans were $13.7 billion, primarily relating to Real Estate ($7.0 billion), CLL ($3.6 billion) and Consumer ($2.9 billion).

Real Estate TDRs increased from $4.9 billion at December 31, 2010 to $7.0 billion at December 31, 2011, primarily driven by loans scheduled to mature during 2011, some of which were modified during 2011 and classified as TDRs upon modification. 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. For the year ended December 31, 2011, we modified $4.0 billion of loans classified as TDRs, substantially all in our Debt portfolio. Changes to these loans primarily included maturity extensions, principal payment acceleration, changes to collateral or covenant terms and cash sweeps, which are in addition to, or sometimes in lieu of, fees and rate increases. 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. We received the same or additional compensation in the form of rate increases and fees for the majority of these TDRs. Of our modifications classified as TDRs in the last twelve months, $0.1 billion have subsequently experienced a payment default.

The substantial majority of the Real Estate TDRs have reserves determined based upon collateral value. Our specific reserves on Real Estate TDRs were $0.6 billion at December 31, 2011 and $0.4 billion at December 31, 2010, and were 8.4% and 8.9%, respectively, of Real Estate TDRs. Although we experienced an increase in TDRs over this period, 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.

We utilize certain short-term (three months or less) 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. 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, 2011, we provided short-term modifications of approximately $1.0 billion of consumer loans for borrowers experiencing financial difficulties, substantially all in our non-U.S. residential mortgage, credit card and personal loan portfolios, which are not classified as TDRs. 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. In addition, we have modified $2.0 billion of Consumer loans for the year ended December 31, 2011, which are classified as TDRs. Further information on Consumer impaired loans is provided in Note 16 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

 
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Delinquencies
 
For additional information on delinquency rates at each of our major portfolios, see Note 16 to the consolidated financial statements in Part II. Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

GECS Selected European Exposures
 
At December 31, 2011, we had $92 billion in financing receivables to consumer and commercial customers in Europe. The GECS financing receivables portfolio in Europe is well diversified across European geographies and customers. Approximately 85% 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 GECS funded exposures in these focus countries and in the rest of Europe comprised the following at December 31, 2011.

December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rest of
 
Total
(In millions)
Spain
 
Portugal
 
Ireland
 
Italy
 
Greece
 
Hungary
 
Europe
 
Europe
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing receivables,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    net of allowance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      for loan losses(a)(b)
$
2,316 
 
$
601 
 
$
881 
 
$
7,231 
 
$
88 
 
$
3,060 
 
$
78,208 
 
$
92,385 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments(c)(d)
 
 
 
– 
 
 
24 
 
 
611 
 
 
36 
 
 
152 
 
 
2,650 
 
 
3,475 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    net of collateral(c)(e)
 
47 
 
 
– 
 
 
– 
 
 
86 
 
 
– 
 
 
– 
 
 
177 
 
 
310 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total funded exposures(f)
 
2,365 
 
 
601 
 
 
905 
 
 
7,928 
 
 
124 
 
 
3,212 
 
 
81,035 
 
 
96,170 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unfunded commitments
 
– 
 
 
– 
 
 
– 
 
 
311 
 
 
– 
 
 
557 
 
 
8,168 
 
 
9,036 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Financing receivable amounts are classified based on the location or nature of the related obligor.
 
(b)  
Substantially all relates to non-sovereign obligors. Includes residential mortgage loans of approximately $35.4 billion before consideration of purchased credit protection. We have third-party mortgage insurance for approximately 28% of these residential mortgage loans, substantially all of which were originated in the U.K., Poland and France.
 
(c)  
Investments and derivatives are classified based on the location of the parent of the obligor or issuer.
 
(d)  
Includes $1.1 billion related to financial institutions, $0.5 billion related to non-financial institutions and $1.9 billion related to sovereign issuers. Sovereign issuances totaled $0.1 billion, $0.1 billion and $0.1 billion related to Italy, Hungary and Greece, respectively. We held no investments issued by sovereign entities in the other focus countries.
 
(e)  
Net of cash collateral, entire amount is non-sovereign.
 
(f)  
Excludes other GECS funded assets in European countries, which comprise cash and equivalents ($41.6 billion), ELTO ($11.9 billion), real estate held for investment ($7.3 billion), and cost and equity method investments ($2.5 billion). GECS cash and equivalents in European countries include cash on short-term placement with highly rated global financial institutions based in Europe, sovereign central banks and agencies or supra national entities ($24.2 billion) and the remaining $17.4 billion of cash and equivalents is placed with highly rated European financial institutions on a short-term basis and is secured by U.S. Treasury securities ($9.6 billion) and sovereign bonds of non-focus countries ($7.8 billion), where the value of our collateral exceeds the amount of our cash exposure.
 

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 has historically mitigated our actual loss experience. Delinquency experience has been improving 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.

Other receivables totaled $12.9 billion at December 31, 2011 and $12.3 billion at December 31, 2010, and consisted primarily of amounts due from GE (primarily related to material procurement programs of $3.5 billion and $2.7 billion at December 31, 2011 and December 31, 2010, respectively), nonfinancing customer receivables, amounts due under operating leases, tax receivables and various sundry items.


 
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Property, plant and equipment totaled $51.4 billion at December 31, 2011, down $2.3 billion from 2010, primarily reflecting a reduction in equipment leased to others principally as a result of the disposal of our CLL marine container leasing business. Property, plant and equipment consisted primarily of equipment provided to third parties on operating leases. Details by category of investment are presented in Note 5 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report. Additions to property, plant and equipment were $9.9 billion and $7.7 billion during 2011 and 2010, respectively, primarily reflecting additions of commercial aircraft at GECAS.

Goodwill and other intangible assets totaled $27.2 billion and $1.5 billion, respectively, at December 31, 2011. Goodwill decreased $0.3 billion from 2010, primarily from dispositions ($0.2 billion) and the stronger U.S. dollar ($0.1 billion). Other intangible assets decreased $0.3 billion from 2010, primarily from dispositions and amortization expense. See Note 6 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Other assets comprise mainly real estate equity properties and investments, equity and cost method investments, derivative instruments and assets held for sale, and totaled $75.8 billion at December 31, 2011, a decrease of $1.2 billion, primarily related to a decrease in real estate equity investments ($3.3 billion) and the sale of a substantial portion of our equity investment in Garanti Bank ($3.0 billion), partially offset by increases in the fair value of derivative instruments ($4.5 billion) and our investment in PTL ($1.2 billion). During 2011, we recognized other-than-temporary impairments of cost and equity method investments, excluding those related to real estate, of $0.1 billion.

Included in other assets are Real Estate equity investments of $23.9 billion and $27.2 billion at December 31, 2011 and December 31, 2010, respectively. Our portfolio is diversified, both geographically and by asset type. We review the estimated values of our commercial real estate investments at least annually, or more frequently as conditions warrant. Based on the most recent valuation estimates available, the carrying value of our Real Estate investments exceeded their estimated value by about $2.6 billion. Commercial real estate valuations in 2011 showed signs of improved stability and liquidity in certain markets, primarily in the U.S.; however, the pace of improvement varies significantly by asset class and market. Accordingly, there continues to be risk and uncertainty surrounding commercial real estate values. Declines in 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. During 2011, Real Estate recognized pre-tax impairments of $1.2 billion in its real estate held for investment, which were driven by declining cash flow projections for properties in certain markets, most notably Japan and Spain, as well as properties we have identified for short-term disposition based upon our updated outlook of local market conditions. Real Estate investments with undiscounted cash flows in excess of carrying value of 0% to 5% at December 31, 2011 had a carrying value of $1.6 billion and an associated estimated unrealized loss of approximately $0.2 billion. Continued deterioration in economic conditions or prolonged market illiquidity may result in further impairments being recognized.

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

Our liquidity and borrowing plans for GE and GECS are established within the context of our annual financial and strategic planning processes. At GE, our liquidity and funding plans take into account the liquidity necessary to fund our operating commitments, which include primarily purchase obligations for inventory and equipment, payroll and general expenses (including pension funding). We also take into account our capital allocation and growth objectives, including paying dividends, repurchasing shares, investing in research and development and acquiring industrial businesses. At GE, we rely primarily on cash generated through our operating activities and also have historically maintained a commercial paper program that we regularly use to fund operations in the U.S., principally within fiscal quarters.

GECS liquidity position is targeted to meet its obligations under both normal and stressed conditions. GECS establishes a funding plan annually that is based on the projected asset size and cash needs of GE, which over the past few years, has included GE’s strategy to reduce its ending net investment in GE Capital. GECS relies 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 its balance sheet, in addition to cash generated through collection of principal, interest and other payments on our existing portfolio of loans and leases to fund its operating and interest expense costs.


 
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Our 2012 funding plan anticipates repayment of principal on outstanding short-term borrowings, including the current portion of our long-term debt ($82.6 billion at December 31, 2011, which includes $2.6 billion of alternative and other funding), through issuance of long-term debt and reissuance of commercial paper, cash on hand, collections of financing receivables exceeding originations, dispositions, asset sales, and deposits and other alternative sources of funding. Interest on borrowings is primarily repaid through interest earned on existing financing receivables. During 2011, we earned interest income on financing receivables of $22.4 billion, which more than offset interest expense of $13.8 billion.

We maintain a detailed liquidity policy for GECS which includes a requirement to maintain a contingency funding plan. The liquidity policy defines GECS’ liquidity risk tolerance under different stress scenarios based on its liquidity sources and also establishes procedures to escalate potential issues. We actively monitor GECS’ access to funding markets and its 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.

We are a savings and loan holding company under U.S. law and became subject to Federal Reserve Board (FRB) supervision on July 21, 2011, the one-year anniversary of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The FRB has recently finalized a regulation that requires certain organizations it supervises to submit annual capital plans for review, including institutions’ plans to make capital distributions, such as dividend payments. The applicability and timing of this proposed regulation to us is not yet determined; however, the FRB has indicated that it expects to extend these requirements to large savings and loan holding companies through separate rulemaking or by order. We expect that our capital allocation planning will be subject to FRB review, which could affect the timing of the GE Capital dividend to the parent.

Actions taken to strengthen and maintain our liquidity are described in the following section.

Liquidity Sources
 
GE maintains liquidity sources that consist of cash and equivalents and a portfolio of high-quality, liquid investments (Liquidity Portfolio) and committed unused credit lines.

GE has consolidated cash and equivalents of $84.5 billion at December 31, 2011, which is available to meet its needs. At GECS, about $9 billion is in regulated bank and insurance entities and is subject to regulatory restrictions. Most of GE’s cash is held outside the U.S. and is available to fund operations and other growth of non-U.S. subsidiaries; it is also available to fund its needs in the U.S. on a short-term basis without being subject to U.S. tax. Under current tax laws, should GE or GECS determine to repatriate cash and equivalents held outside the U.S., we may be subject to additional U.S. income taxes and foreign withholding taxes. Less than $1 billion is held in restricted countries.

In addition to GE’s $84.5 billion of cash and equivalents, we have a centrally-managed portfolio of high-quality, liquid investments with a fair value of $3.6 billion at December 31, 2011. The Liquidity Portfolio is used to manage liquidity and meet our operating needs under both normal and stress scenarios. The investments consist of unencumbered U.S. government securities, U.S. agency securities, securities guaranteed by the government, supranational securities, and a select group of non-U.S. government securities. We believe that we can readily obtain cash for these securities, even in stressed market conditions.

We have committed, unused credit lines totaling $52.4 billion that have been extended to us by 58 financial institutions at December 31, 2011. These lines include $35.1 billion of revolving credit agreements under which we can borrow funds for periods exceeding one year. Additionally, $16.7 billion are 364-day lines that contain a term-out feature that allows us to extend borrowings for one year from the date of expiration of the lending agreement.

At December 31, 2011, our aggregate cash and equivalents and committed credit lines were more than twice our commercial paper borrowings balance.


 
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Funding Plan
 
GE has reduced its GE Capital ending net investment, excluding cash and equivalents, from $526 billion at January 1, 2010 to $445 billion at December 31, 2011.

In 2011, we completed issuances of $26.9 billion of senior unsecured debt and $2.0 billion of subordinated notes with maturities up to 25 years (and subsequent to December 31, 2011, an additional $11.6 billion). Average commercial paper borrowings during the fourth quarter were $37.2 billion and the maximum amount of commercial paper borrowings outstanding during the fourth quarter was $39.8 billion.  Our commercial paper maturities are funded principally through new issuances.

Under the Federal Deposit Insurance Corporation’s (FDIC) Temporary Liquidity Guarantee Program (TLGP), the FDIC guaranteed certain senior, unsecured debt issued by GECC on or before October 31, 2009 for which we paid $2.3 billion of fees to the FDIC for our participation. Our TLGP-guaranteed debt has remaining maturities of $35 billion in 2012. We anticipate funding these and our other long-term debt maturities through a combination of existing cash, new debt issuances, collections exceeding originations, dispositions, asset sales, deposits and other alternative sources of funding. GECC and GE are parties to an Eligible Entity Designation Agreement and GECC is subject to the terms of a Master Agreement, each entered into with the FDIC. The terms of these agreements include, among other things, a requirement that GE and GECC reimburse the FDIC for any amounts that the FDIC pays to holders of GECC debt that is guaranteed by the FDIC.

We securitize financial assets as an alternative source of funding. During 2011, we completed $11.8 billion of non-recourse issuances and had maturities of $12.0 billion. At December 31, 2011, consolidated non-recourse borrowings were $29.3 billion. We anticipate that securitization will remain a part of our overall funding capabilities notwithstanding the changes in consolidation rules described in Notes 1 and 17 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Our issuances of securities repurchase agreements are insignificant and are limited to activities at certain of our foreign banks. At December 31, 2011 and December 31, 2010, we were party to repurchase agreements totaling $0.1 billion and $0.2 billion, respectively, which were accounted for as on-book financings. We have had no repurchase agreements which were not accounted for as financings and we do not engage in securities lending transactions.

We have deposit-taking capability at 11 banks outside of the U.S. and two banks in the U.S. – GE Capital Retail Bank (formerly GE Money Bank), a Federal Savings Bank (FSB), and GE Capital Financial Inc., an industrial bank (IB). The FSB and IB currently issue certificates of deposit (CDs) in maturity terms from three months to ten years.

Total alternative funding at December 31, 2011 was $66 billion, composed mainly of $43 billion bank deposits, $9 billion of funding secured by real estate, aircraft and other collateral and $8 billion GE Interest Plus notes. The comparable amount at December 31, 2010 was $60 billion.

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 our assets and liability portfolio at that time.


 
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·  
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 fixed rate positions, we assumed that, on January 1, 2012, interest rates increased by 100 basis points across the yield curve (a “parallel shift” in that curve) and further assumed that the increase remained in place for 2012. We estimated, based on the year-end 2011 portfolio and holding all other assumptions constant, that our 2012 consolidated net earnings 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 2011 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 2012 consolidated net earnings would decline by less than $0.1 billion as a result of such a shift in exchange rates.

Debt and Derivative Instruments, Guarantees and Covenants
 
Principal debt and derivative conditions are described below.

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. As of December 31, 2011, GE and GECC’s long-term unsecured debt credit rating from Standard and Poor’s Ratings Service (S&P) was “AA+” with a stable outlook and from Moody’s Investors Service (“Moody’s”) was “Aa2” with a stable outlook. As of December 31, 2011, GE, GECS and GECC’s short-term credit rating from S&P was “A-1+” and from Moody’s was “P-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 revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

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. Accordingly, 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 rating 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 rating 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 $0.9 billion at December 31, 2011. See Note 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.
 

 
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Other debt and derivative agreements of consolidated entities:

·  
Trinity comprises two consolidated entities that hold investment securities, the majority of which are investment grade, and are funded by the issuance of GICs. Since 2004, GECC has fully guaranteed repayment of these entities’ GIC obligations. If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, certain GIC holders could require immediate repayment of their investment. To the extent that amounts due exceed the ultimate value of proceeds realized from Trinity assets, GECC would be required to provide such excess amount. As of December 31, 2011, the carrying value of the liabilities of these entities was $5.6 billion and the fair value of their assets was $4.7 billion (which included net unrealized losses on investment securities of $0.7 billion). With respect to these investment securities, we intend to hold them at least until such time as their individual fair values exceed their amortized cost. We have the ability to hold all such debt securities until maturity.
 
·  
Another consolidated entity also had issued GICs where proceeds are loaned to GECC. If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, GECC could be required to provide up to approximately $1.7 billion as of December 31, 2011, to repay holders of GICs, compared to $2.3 billion at December 31, 2010. These obligations are included in long-term borrowings in 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.

·  
If the short-term credit rating of GECC were reduced below A-1/P-1, GECC would be required to partially cash collateralize certain covered bonds. The maximum amount that would be required to be provided in the event of such a downgrade is determined by contract and amounted to $0.7 billion and $0.8 billion at December 31, 2011 and  December 31, 2010, respectively. These obligations are included in long-term borrowings in 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.

Ratio of Earnings to Fixed Charges, Income Maintenance Agreement and Subordinated Debentures
 
On March 28, 1991, GE entered into an agreement with GECC to make payments to GECC, constituting additions to pre-tax income under the agreement, 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 1.52:1 for 2011.  No payment is required in 2012 pursuant to this agreement.

Any payment made under the Income Maintenance Agreement will not affect the ratio of earnings to fixed charges as determined in accordance with current SEC rules because it does not constitute an addition to pre-tax income under current U.S. GAAP.

In addition, in connection with certain subordinated debentures for which GECC receives equity credit by rating agencies, GE has agreed to promptly return dividends, distributions or other payments it receives from GECC during events of default or interest deferral periods under such subordinated debentures. There were $7.2 billion of such debentures outstanding at December 31, 2011. See Note 8 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Statement of Changes in Shareowner’s Equity
 
Shareowner’s equity increased $7.2 billion in 2011, decreased $0.8 billion in 2010 and increased $15.5 billion in 2009.

Net earnings increased GECC shareowner’s equity by $6.6 billion, $2.3 billion and $1.6 billion in 2011, 2010 and 2009, respectively. There were no dividends declared in 2011, 2010 and 2009.

Elements of other comprehensive income increased shareowner’s equity by $0.6 billion in 2011, as compared with a decrease of $1.6 billion in 2010 and an increase of $5.3 billion in 2009, inclusive of changes in accounting principles. The components of these changes are as follows:


 
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·  
Currency translation adjustments increased shareowner’s equity by $1.0 billion in 2011, decreased equity by $2.7 billion in 2010 and increased equity by $2.6 billion in 2009. Changes in currency translation adjustments reflect the effects of changes in currency exchange rates on our net investment in non-U.S. subsidiaries that have functional currencies other than the U.S. dollar. At year end 2011 and 2010, the U.S. dollar strengthened against most major currencies, including the pound sterling and the euro, and weakened against the Australian dollar and the Japanese yen. Releases from accumulated other comprehensive income (AOCI) related to dispositions and changes in deferred taxes more than offset the effect in 2011. At year end 2009, the dollar weakened against most major currencies.

·  
The change in fair value of investment securities decreased shareowner’s equity by $0.3 billion in 2011, reflecting net unrealized losses on our investment securities portfolio. The change in fair value of investment securities increased shareowner’s equity by $0.5 billion and $1.3 billion in 2010 and 2009, respectively. Further information about investment securities is provided in Note 3 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

·  
Changes in the fair value of derivatives designated as cash flow hedges increased shareowner’s equity by $0.1 billion in 2011, primarily reflecting lower fair values of interest rate and cross currency hedges which were more than offset by releases from AOCI contemporaneous with the earnings effects of the related hedged items, principally as an adjustment of interest expense on borrowings. The change in the fair value of derivatives designated as cash flow hedges increased equity by $0.5 billion and $1.4 billion in 2010 and 2009, respectively. Further information about the fair value of derivatives is provided in Note 15 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

As discussed previously in the Liquidity and Borrowings section of this Item, in the fourth quarter of 2008, GE raised $15 billion in cash through common and preferred stock offerings and contributed $15.0 billion to GECS, including $9.5 billion in the first quarter of 2009 (of which $8.8 billion was further contributed to us through capital contribution and share issuance). As a result of this action, additional paid-in capital increased by $8.8 billion in 2009.

Statement of Cash Flows – Overview from 2009 through 2011
 
GECC cash and equivalents were $75.7 billion at December 31, 2011, compared with $59.5 billion at December 31, 2010. GECC cash from operating activities totaled $20.0 billion for 2011, compared with cash from operating activities of $20.3 billion for the same period of 2010. This was primarily due to increases, compared to the prior year, in cash paid for income taxes of $1.0 billion and decreases in accrued expenses of $1.2 billion, partially offset by increases in net cash collateral held from counterparties on derivative contracts of $1.2 billion.

Consistent with our plan to reduce GECC asset levels, cash from investing activities was $29.7 billion in 2011, resulting from a $14.4 billion reduction in financing receivables due to collections exceeding originations. We received proceeds of $11.6 billion from sales of our Australian Home Lending operations ($4.6 billion), our Consumer businesses in Mexico ($1.9 billion), Canada ($1.4 billion) and Singapore ($0.7 billion), our Consumer RV Marine ($1.8 billion), our Real Estate Interpark business ($0.7 billion), our CLL marine container leasing business ($0.4 billion) and our CLL trailer fleet services business in Mexico ($0.1 billion). Additionally, we received proceeds of $4.4 billion from the sale of our equity method investments in Garanti Bank ($3.8 billion) and Banco Colpatria ($0.6 billion). These increases are partially offset by an increase in equipment purchases, mainly at our GECAS and CLL businesses.

GECC cash used for financing activities in 2011 of $32.7 billion related primarily to a $37.8 billion reduction in total borrowings, consisting primarily of reductions in long-term borrowings and commercial paper, partially offset by an increase in deposits at our banks.

GECC pays dividends to GECS through a distribution of its retained earnings, including special dividends from proceeds of certain business sales. Beginning in the first quarter of 2009, GECC suspended its normal dividend to GECS. There were no special dividends paid to GECS in 2011, 2010 or 2009.

 
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Contractual Obligations
 
As defined by reporting regulations, our contractual obligations for future payments as of December 31, 2011, follow.

 
Payments due by period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017 and
(In billions)
Total
 
2012 
 
2013-2014
 
2015-2016
 
thereafter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings and bank deposits (Note 8)
$
438.0 
 
$
167.5 
 
$
99.6 
 
$
52.5 
 
$
118.4 
Interest on borrowings and bank deposits
 
114.1 
 
 
11.7 
 
 
17.0 
 
 
12.4 
 
 
73.0 
Purchase obligations(a)(b)
 
30.2 
 
 
12.6 
 
 
10.9 
 
 
3.0 
 
 
3.7 
Insurance liabilities (Note 9)(c)
 
4.4 
 
 
0.9 
 
 
1.0 
 
 
0.1 
 
 
2.4 
Operating lease obligations (Note 13)
 
2.1 
 
 
0.5 
 
 
0.6 
 
 
0.3 
 
 
0.7 
Other liabilities(d)
 
20.2 
 
 
17.4 
 
 
1.9 
 
 
0.3 
 
 
0.6 
Contractual obligations of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    discontinued operations(e)
 
1.0 
 
 
1.0 
 
 
– 
 
 
– 
 
 
– 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 18 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 guaranteed investment contracts.
 
(d)  
Included an estimate of future expected funding requirements related to our pension and 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.
 

Variable Interest Entities
 
We securitize financial assets and arrange other forms of asset-backed financing in the ordinary course of business as an alternative source of funding. The securitization transactions we engage in are similar to those used by many financial institutions.
 
 
The assets we securitize include: receivables secured by equipment, commercial real estate, credit card receivables, floorplan inventory receivables, GE trade receivables and other assets originated and underwritten by us in the ordinary course of business. The securitizations are funded with asset-backed commercial paper and term debt.

Substantially all of our securitization VIEs are consolidated because we are considered to be the primary beneficiary of the entity. Our interests in other VIEs for which we are not the primary beneficiary are accounted for as investment securities, financing receivables or equity method investments depending on the nature of our involvement.

At December 31, 2011, consolidated variable interest entity assets and liabilities were $44.8 billion and $34.4 billion, respectively, a decrease of $3.3 billion and $2.2 billion from 2010, respectively. Assets held by these entities are of equivalent credit quality to our on-book assets. We monitor the underlying credit quality in accordance with our role as servicer and apply rigorous controls to the execution of securitization transactions. With the exception of credit and liquidity support discussed below, investors in these entities have recourse only to the underlying assets.

At December 31, 2011, investments in unconsolidated VIEs, including our noncontrolling interest in PTL, were $16.9 billion, an increase of $4.3 billion from 2010, primarily related to an increase of $2.1 billion in an investment in asset-backed securities issued by a senior secured loan fund and $1.2 billion in PTL. In addition to our existing investments, we have contractual obligations to fund additional investments in the unconsolidated VIEs to fund new asset origination. At December 31, 2011, these contractual obligations were $4.3 billion, a decrease of $0.7 billion from 2010.

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 either 2011 or 2010.


 
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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 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, Summary of Significant Accounting Policies, to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report, which discusses the significant accounting policies that we have selected from acceptable alternatives.

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. 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 which 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 Financial Resources and Liquidity – Financing Receivables section of this Item, the Asset impairment section that follows and in Notes 1, 4 and 16 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Asset impairment assessment involves various estimates and assumptions as follows:

Investments. We regularly review investment securities for impairment using both quantitative and qualitative criteria. Effective April 1, 2009, the FASB amended ASC 320 and modified the requirements for recognizing and measuring other-than-temporary impairment 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 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 the Financial Resources and Liquidity – Investment Securities section of this Item and 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.


 
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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 $0.3 billion and $0.4 billion in 2011 and 2010, respectively. Provisions for losses on financing receivables related to commercial aircraft were an insignificant amount for both 2011 and 2010.

Further information on impairment losses and our exposure to the commercial aviation industry is provided in the Operations – Overview section of this Item and in Notes 5 and 18 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 at least 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 $2.6 billion. Commercial real estate valuations in 2011 showed signs of improved stability and liquidity in certain markets, primarily in the U.S.; however, the pace of improvement varies significantly by asset class and market. Accordingly, 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. During 2011, Real Estate recognized pre-tax impairments of $1.2 billion in its real estate held for investment, as compared to $2.3 billion in 2010. Continued 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, results in inherent imprecision in real estate value estimates. Further information is provided in the Global Risk Management and the Other assets sections 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.


 
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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 11% to 13.75%. Valuations using the market approach reflect prices and other relevant observable information generated by market transactions involving comparable businesses.

Compared to the market approach, the income approach more closely aligns each reporting unit valuation to our business profile, including geographic markets served and product offerings. Required rates of return, along with uncertainty inherent in the forecasts of future cash flows, are reflected in the selection of the discount rate. Equally important, under this approach, reasonably likely scenarios and associated sensitivities can be developed for alternative future states that may not be reflected in an observable market price. A market approach allows for comparison to actual market transactions and multiples. It can be somewhat more limited in its application because the population of potential comparables is often limited to publicly-traded companies where the characteristics of the comparative business and ours can be significantly different, market data is usually not available for divisions within larger conglomerates or non-public subsidiaries that could otherwise qualify as comparable, and the specific circumstances surrounding a market transaction (e.g., synergies between the parties, terms and conditions of the transaction, etc.) may be different or irrelevant with respect to our business. It can also be difficult, under certain market conditions, to identify orderly transactions between market participants in similar businesses. We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation and weight the methodologies appropriately.

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.  If current conditions persist longer or deteriorate further than expected, 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 the Financial Resources and Liquidity – Goodwill and Other Intangible Assets section of this Item and 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.


 
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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, 2011 and 2010, $68 billion and $62 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 $3.8 billion and $3.3 billion at December 31, 2011 and 2010, respectively, including $0.9 billion and $1.0 billion at December 31, 2011 and 2010, respectively, 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 2011 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 the Operations – Overview section of this Item 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.

At December 31, 2011, derivative assets and liabilities were $9.5 billion and $0.5 billion, respectively. 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.

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.


 
(50)

 

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 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 Note 18 to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Other Information
 
New Accounting Standards
 
In June 2011, the FASB issued amendments to existing standards for reporting comprehensive income. Accounting Standards Update (ASU) 2011-05 rescinds the requirement to present a Consolidated Statement of Changes in Share Owners’ Equity and introduces a new statement, the Consolidated Statement of Comprehensive Income. The new statement begins with net income and adds or deducts other recognized changes in assets and liabilities that are not included in net earnings under GAAP. For example, unrealized changes in currency translation adjustments are included in the measure of comprehensive income but are excluded from net earnings. The amendments are effective for our first quarter 2012 financial statements. 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.


 
(51)

 

In May 2011, the FASB issued amendments to existing standards for fair value measurement and disclosure, which are effective in the first quarter of 2012. The amendments clarify or change the application of existing fair value measurements, including: that the highest and best use and valuation premise in a fair value measurement are 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.  The impact of adopting these amendments is expected to be immaterial to the financial statements.

Supplemental Information
 
Financial Measures that Supplement Generally Accepted Accounting Principles
 
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 total GECC shareowner’s equity, excluding effects of discontinued operations

·  
Ratio of debt to equity, net of cash and equivalents and with classification of hybrid debt as equity

·  
GE Capital ending net investment (ENI), excluding cash and equivalents

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

Average Total GECC Shareowner’s Equity, Excluding Effects of Discontinued Operations(a)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31 (In millions)
2011 
 
2010 
 
2009 
 
2008 
 
2007 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average total GECC shareowner's equity(b)
$
 77,400 
 
$
 71,713 
 
$
 68,494 
 
$
 62,655 
 
$
 60,666 
Less the effects of the average net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    investment in discontinued operations
 
 4,680 
 
 
 13,512 
 
 
 17,599 
 
 
 9,334 
 
 
 9,031 
Average total GECC shareowner's equity,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    excluding effects of discontinued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      operations(a)
$
 72,720 
 
$
 58,201 
 
$
 50,895 
 
$
 53,321 
 
$
 51,635 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Used for computing return on average shareowner’s equity and return on average total capital invested (ROTC).
 
(b)
On an annual basis, calculated using a five-point average.
 

Our ROTC calculation excludes earnings (losses) of discontinued operations from the numerator because U.S. GAAP requires us to display those earnings (losses) in the Statement of Earnings. Our calculation of average total GECC shareowner’s 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.

 
(52)

 

Ratio of Debt to Equity, Net of Cash and Equivalents and with
Classification of Hybrid Debt as Equity
 

December 31 (Dollars in millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
GECC debt
$
437,985 
 
$
465,308 
 
$
490,445 
    Less cash and equivalents
 
75,722 
 
 
59,538 
 
 
61,914 
    Less hybrid debt
 
7,725 
 
 
7,725 
 
 
7,725 
 
$
354,538 
 
$
398,045 
 
$
420,806 
 
 
 
 
 
 
 
 
 
GECC equity
$
80,045 
 
$
72,881 
 
$
73,718 
    Plus hybrid debt
 
7,725 
 
 
7,725 
 
 
7,725 
 
$
87,770 
 
$
80,606 
 
$
81,443 
 
 
 
 
 
 
 
 
 
Ratio
 
4.04:1
 
 
4.94:1
 
 
5.17:1
 
 
 
 
 
 
 
 
 

We have provided the GECC ratio of debt to equity on a basis that reflects the use of cash and equivalents to reduce debt, and with long-term debt due in 2066 and 2067 classified as equity.  We believe that this is a useful comparison to a GAAP-based ratio of debt to equity because cash balances may be used to reduce debt and because this long-term debt has equity-like characteristics. The usefulness of this supplemental measure may be limited, however, as the total amount of cash and equivalents at any point in time may be different than the amount that could practically be applied to reduce outstanding debt, and it may not be advantageous or practical to replace certain long-term debt with equity. In the first quarter of 2009, GE made a $9.5 billion payment to GECS (of which $8.8 billion was further contributed to GECC through capital contribution and share issuance). Despite these potential limitations, 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 Cash and Equivalents
 

 
December 31,
 
January 1,
 
(In billions)
2011 
 
2010 
(a)
 
 
 
 
 
 
 
GECC total assets
$
553.7 
 
$
653.6 
 
   Less assets of discontinued operations
 
1.1 
 
 
15.1 
 
   Less non-interest bearing liabilities
 
32.3 
 
 
50.3 
 
GE Capital ENI
 
520.3 
 
 
588.2 
 
   Less cash and equivalents
 
75.7 
 
 
61.9 
 
GE Capital ENI, excluding cash and equivalents
$
444.6 
 
$
526.3 
 
 
 
 
 
 
 
 
 
(a)
As originally reported.
 

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 cash and equivalents, it provides a meaningful measure of assets requiring capital to fund its GE Capital segment, as a substantial amount of this cash and equivalents resulted from debt issuances to pre-fund future debt maturities and will not be used to fund additional assets. 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.

 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 
Information about our global risk management can be found in the Operations – Global Risk Management and Financial Resources and Liquidity – 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.

 
(53)

 


 
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, 2011, based on the framework and criteria established in Internal Control – Integrated Framework 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, 2011.

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




/s/ Michael A. Neal
 
/s/ Jeffrey S. Bornstein
Michael A. Neal
 
Jeffrey S. Bornstein
Chief Executive Officer
 
Chief Financial Officer


February 24, 2012

 
(54)

 






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, 2011 and 2010, and the related statements of earnings, changes in shareowner’s equity and cash flows for each of the years in the three-year period ended December 31, 2011. 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, 2011, based on criteria established in Internal Control – Integrated Framework 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, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2011, 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, 2011, based on criteria established in Internal Control – Integrated Framework issued by COSO.

 
 
 
(55)

 
 
As discussed in Note 1 to the consolidated financial statements, GECC, in 2010, changed its method of accounting for consolidation of variable interest entities; and, in 2009, changed its method of accounting for impairment of debt securities, business combinations and noncontrolling interests.
 
 
/s/ KPMG LLP                                           
KPMG LLP
Stamford, Connecticut
February 24, 2012

 
(56)

 

General Electric Capital Corporation and consolidated affiliates
 
Statement of Earnings
 

 
 
For the years ended December 31 (In millions)
 
2011 
 
 
2010 
 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Revenues from services (Note 12)(a)
$
 45,961 
 
$
 46,121 
 
$
 48,195 
Other-than-temporary impairment on investment securities:
 
 
 
 
 
 
 
 
   Total other-than-temporary impairment on investment securities
 
 (455)
 
 
 (431)
 
 
 (571)
      Less:  Portion of other-than-temporary impairment recognized in
 
 
 
 
 
 
 
 
         accumulated other comprehensive income
 
 76 
 
 
 199 
 
 
 312 
Net other-than-temporary impairment on investment securities
 
 
 
 
 
 
 
 
   recognized in earnings
 
 (379)
 
 
 (232)
 
 
 (259)
Revenues from services (Note 12)
 
 45,582 
 
 
 45,889 
 
 
 47,936 
Sales of goods
 
 148 
 
 
 533 
 
 
 970 
   Total revenues
 
 45,730 
 
 
 46,422 
 
 
 48,906 
 
 
 
 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
 
 
 
Interest
 
 13,845 
 
 
 14,494 
 
 
 16,878 
Operating and administrative (Note 13)
 
 12,785 
 
 
 14,133 
 
 
 14,589 
Cost of goods sold
 
 135 
 
 
 501 
 
 
 808 
Investment contracts, insurance losses and insurance annuity benefits
 
 108 
 
 
 144 
 
 
 210 
Provision for losses on financing receivables (Note 4)
 
 4,083 
 
 
 7,176 
 
 
 10,585 
Depreciation and amortization (Note 5)
 
 7,114 
 
 
 7,749 
 
 
 8,303 
   Total costs and expenses
 
 38,070 
 
 
 44,197 
 
 
 51,373 
 
 
 
 
 
 
 
 
 
Earnings (loss) from continuing operations before income taxes
 
 7,660 
 
 
 2,225 
 
 
 (2,467)
Benefit (provision) for income taxes (Note 10)
 
 (984)
 
 
 949 
 
 
 3,807 
 
 
 
 
 
 
 
 
 
Earnings from continuing operations
 
 6,676 
 
 
 3,174 
 
 
 1,340 
Earnings (loss) from discontinued operations, net of taxes (Note 2)
 
 17 
 
 
 (867)
 
 
 288 
Net earnings
 
 6,693 
 
 
 2,307 
 
 
 1,628 
Less net earnings attributable to noncontrolling interests
 
 127 
 
 
 16 
 
 
 15 
Net earnings attributable to GECC
$
 6,566 
 
$
 2,291 
 
$
 1,613 
 
 
 
 
 
 
 
 
 
Amounts attributable to GECC
 
 
 
 
 
 
 
 
Earnings from continuing operations
$
 6,549 
 
$
 3,158 
 
$
 1,325 
Earnings (loss) from discontinued operations, net of taxes
 
 17 
 
 
 (867)
 
 
 288 
Net earnings attributable to GECC
$
 6,566 
 
$
 2,291 
 
$
 1,613 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Excluding net other-than-temporary impairment on investment securities since April 1, 2009.
 
See accompanying notes.
 


 
(57)

 

Statement of Changes in Shareowner’s Equity
 

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Changes in shareowner's equity (Note 11)
 
 
 
 
 
 
 
 
Balance at January 1
$
72,881 
 
$
73,718 
 
$
58,229 
Dividends and other transactions with shareowner
 
(1)
 
 
86 
 
 
8,579 
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
    Investment securities - net
 
(334)
 
 
549 
 
 
1,337 
    Currency translation adjustments - net
 
996 
 
 
(2,721)
 
 
2,565 
    Cash flow hedges - net
 
120 
 
 
469 
 
 
1,437 
    Benefit plans - net
 
(183)
 
 
54 
 
 
(67)
      Total other comprehensive income (loss)
 
599 
 
 
(1,649)
 
 
5,272 
Increases from net earnings attributable to GECC
 
6,566 
 
 
2,291 
 
 
1,613 
Comprehensive income (loss)
 
7,165 
 
 
642 
 
 
6,885 
Cumulative effect of changes in accounting principles(a)
 
– 
 
 
(1,565)
 
 
25 
Balance at December 31
 
80,045 
 
 
72,881 
 
 
73,718 
Noncontrolling interests(b)
 
690 
 
 
1,164 
 
 
2,204 
Total equity balance at December 31
$
80,735 
 
$
74,045 
 
$
75,922 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (a)
On January 1, 2010, we adopted amendments to Accounting Standards Codification (ASC) 860, Transfers and Servicing, and ASC 810, Consolidation, and recorded a cumulative effect adjustment. See Notes 11 and 17. We adopted amendments to ASC 320, Investments Debt and Equity Securities, and recorded a cumulative effect adjustment to increase retained earnings as of April 1, 2009. See Notes 3 and 11.
 
(b)  
See Note 11 for further information about the changes in noncontrolling interests.
 
See accompanying notes.

 
(58)

 

General Electric Capital Corporation and consolidated affiliates
 
Statement of Financial Position
 

At December 31 (In millions, except share amounts)
2011 
 
2010 
 
 
 
 
Assets
 
 
 
 
 
Cash and equivalents
$
 75,722 
 
$
 59,538 
Investment securities (Note 3)
 
 17,821 
 
 
 17,952 
Inventories
 
 51 
 
 
 66 
Financing receivables – net (Notes 4 and 16)
 
 289,307 
 
 
 312,234 
Other receivables
 
 12,915 
 
 
 12,289 
Property, plant and equipment– net (Note 5)
 
 51,399 
 
 
 53,747 
Goodwill (Note 6)
 
 27,230 
 
 
 27,508 
Other intangible assets – net (Note 6)
 
 1,539 
 
 
 1,874 
Other assets (Note 7)
 
 75,819 
 
 
 77,002 
Assets of businesses held for sale (Note 2)
 
 711 
 
 
 3,127 
Assets of discontinued operations (Note 2)
 
 1,148 
 
 
 12,375 
Total assets(a)
$
 553,662 
 
$
 577,712 
 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
Short-term borrowings (Note 8)
$
 131,292 
 
$
 113,646 
Accounts payable
 
 7,059 
 
 
 6,839 
Non-recourse borrowings of consolidated securitization entities (Note 8)
 
 29,258 
 
 
 30,018 
Bank deposits (Note 8)
 
 43,115 
 
 
 37,298 
Long-term borrowings (Note 8)
 
 234,320 
 
 
 284,346 
Investment contracts, insurance liabilities and insurance annuity benefits (Note 9)
 
 4,443 
 
 
 5,779 
Other liabilities
 
 16,249 
 
 
 16,859 
Deferred income taxes (Note 10)
 
 5,599 
 
 
 6,109 
Liabilities of businesses held for sale (Note 2)
 
 345 
 
 
 592 
Liabilities of discontinued operations (Note 2)
 
 1,247 
 
 
 2,181 
Total liabilities(a)
 
 472,927 
 
 
 503,667 
 
 
 
 
 
 
Common stock, $14 par value (4,166,000 shares authorized at December 31, 2011 and 2010,
 
 56 
 
 
 56 
    and 3,985,404 shares issued and outstanding at December 31, 2011 and 2010, respectively)
 
 
 
 
 
Accumulated other comprehensive income – net(b)
 
 
 
 
 
   Investment securities
 
 (671)
 
 
 (337)
   Currency translation adjustments
 
 (545)
 
 
 (1,541)
   Cash flow hedges
 
 (1,227)
 
 
 (1,347)
   Benefit plans
 
 (563)
 
 
 (380)
Additional paid-in capital
 
 28,462 
 
 
 28,463 
Retained earnings
 
 54,533 
 
 
 47,967 
Total GECC shareowner's equity
 
 80,045 
 
 
 72,881 
Noncontrolling interests(c)
 
 690 
 
 
 1,164 
Total equity (Note 11)
 
 80,735 
 
 
 74,045 
Total liabilities and equity
$
 553,662 
 
$
 577,712 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Our consolidated assets at December 31, 2011 include total assets of $43,854 million of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs. These assets include net financing receivables of $37,120 million and investment securities of $4,289 million. Our consolidated liabilities at December 31, 2011 include liabilities of certain VIEs for which the VIE creditors do not have recourse to General Electric Capital Services, Inc. (GECS). These liabilities include non-recourse borrowings of consolidated securitization entities (CSEs) of $28,758 million.  See Note 17.
 
(b)  
The sum of accumulated other comprehensive income – net was $(3,006) million and $(3,605) million at December 31, 2011 and 2010, respectively.
 
(c)  
Included accumulated other comprehensive income – net attributable to noncontrolling interests of $(151) million and $(137) million at December 31, 2011 and 2010, respectively.
 
See accompanying notes.
 

 
(59)

 

General Electric Capital Corporation and consolidated affiliates
 
Statement of Cash Flows
 

For the years ended December 31 (In millions)
 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Cash flows – operating activities
 
 
 
 
 
 
 
 
Net earnings
$
6,693 
 
$
2,307 
 
$
1,628 
Less net earnings attributable to noncontrolling interests
 
127 
 
 
16 
 
 
15 
Net earnings attributable to GECC
 
6,566 
 
 
2,291 
 
 
1,613 
(Earnings) loss from discontinued operations
 
(17)
 
 
867 
 
 
(288)
Adjustments to reconcile net earnings attributable to GECC
 
 
 
 
 
 
 
 
   to cash provided from operating activities
 
 
 
 
 
 
 
 
      Depreciation and amortization of property, plant and equipment
 
7,114 
 
 
7,749 
 
 
8,303 
      Deferred income taxes
 
(41)
 
 
1,116 
 
 
(2,320)
      Decrease (increase) in inventories
 
15 
 
 
 
 
(6)
      Increase (decrease) in accounts payable
 
106 
 
 
(221)
 
 
(506)
      Provision for losses on financing receivables
 
4,083 
 
 
7,176 
 
 
10,585 
      All other operating activities (Note 19)
 
2,165 
 
 
1,305 
 
 
(12,387)
Cash from (used for) operating activities – continuing operations
 
19,991 
 
 
20,288 
 
 
4,994 
Cash from (used for) operating activities – discontinued operations
 
767 
 
 
712 
 
 
1,775 
Cash from (used for) operating activities
 
20,758 
 
 
21,000 
 
 
6,769 
 
 
 
 
 
 
 
 
 
Cash flows – investing activities
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 
(9,882)
 
 
(7,674)
 
 
(6,442)
Dispositions of property, plant and equipment
 
5,612 
 
 
7,199 
 
 
6,734 
Net decrease (increase) in financing receivables (Note 19)
 
14,392 
 
 
23,061 
 
 
36,927 
Proceeds from sales of discontinued operations
 
8,950 
 
 
2,510 
 
 
– 
Proceeds from principal business dispositions
 
2,623 
 
 
1,171 
 
 
9,088 
Payments for principal businesses purchased
 
(50)
 
 
(559)
 
 
(7,414)
All other investing activities (Note 19)
 
8,055 
 
 
11,217 
 
 
5,441 
Cash from (used for) investing activities – continuing operations
 
29,700 
 
 
36,925 
 
 
44,334 
Cash from (used for) investing activities – discontinued operations
 
(746)
 
 
(2,197)
 
 
1,806 
Cash from (used for) investing activities
 
28,954 
 
 
34,728 
 
 
46,140 
 
 
 
 
 
 
 
 
 
Cash flows – financing activities
 
 
 
 
 
 
 
 
Net increase (decrease) in borrowings (maturities of 90 days or less)
 
4,322 
 
 
(840)
 
 
(27,076)
Net increase (decrease) in bank deposits
 
6,748 
 
 
4,603 
 
 
(3,784)
Newly issued debt (maturities longer than 90 days) (Note 19)
 
43,248 
 
 
37,627 
 
 
81,288 
Repayments and other debt reductions (maturities longer than 90 days) (Note 19)
 
(85,403)
 
 
(97,235)
 
 
(81,615)
Capital contribution and share issuance
 
– 
 
 
– 
 
 
8,750 
Purchases of subsidiary shares from noncontrolling interests
 
(275)
 
 
(633)
 
 
– 
All other financing activities (Note 19)
 
(1,356)
 
 
(2,904)
 
 
(2,215)
Cash from (used for) financing activities – continuing operations
 
(32,716)
 
 
(59,382)
 
 
(24,652)
Cash from (used for) financing activities – discontinued operations
 
(42)
 
 
(337)
 
 
(1,602)
Cash from (used for) financing activities
 
(32,758)
 
 
(59,719)
 
 
(26,254)
 
 
 
 
 
 
 
 
 
Effect of currency exchange rate changes on cash and equivalents
 
(791)
 
 
(208)
 
 
619 
 
 
 
 
 
 
 
 
 
Increase (decrease) in cash and equivalents
 
16,163 
 
 
(4,199)
 
 
27,274 
Cash and equivalents at beginning of year
 
59,680 
 
 
63,879 
 
 
36,605 
Cash and equivalents at end of year
 
75,843 
 
 
59,680 
 
 
63,879 
Less cash and equivalents of discontinued operations at end of year
 
121 
 
 
142 
 
 
1,965 
Cash and equivalents of continuing operations at end of year
$
75,722 
 
$
59,538 
 
$
61,914 
 
 
 
 
 
 
 
 
 
Supplemental disclosure of cash flows information
 
 
 
 
 
 
 
 
Cash paid during the year for interest
$
(15,156)
 
$
(16,189)
 
$
(18,742)
Cash recovered (paid) during the year for income taxes
 
(1,049)
 
 
(1)
 
 
207 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes.
 

 
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General Electric Capital Corporation and consolidated affiliates
 
Notes to Consolidated Financial Statements
 
NOTE 1. 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, 2011, all of our outstanding common stock was owned by General Electric Capital Services, Inc. (GE Capital Services or GECS), all of whose 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, that represents our best estimate of probable losses inherent in such assets.

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 all businesses and 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 2011.

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.


 
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On February 22, 2012, our parent, GECS was merged with and into, GECC. The merger simplified GE’s financial services’ corporate structure by consolidating financial services entities and assets within its organization and simplifying Securities and Exchange Commission and regulatory reporting. Upon the merger, GECC became the surviving corporation and assumed all of GECS’ rights and obligations and became wholly-owned directly by GE Company. GECC’s continuing operations now includes the run-off insurance operations previously held and managed in GECS. References to GECS, GECC and GE Capital in this Form 10-K Report relate to the entities as they existed during 2011 and do not reflect the February 22, 2012 merger.

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 shareowner’s 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 2012 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.

Sales of Goods
 
We record all sales of goods only when a firm sales agreement is in place, delivery has occurred and collectibility of the fixed or determinable sales price is reasonably assured. If customer acceptance of goods is not assured, we record sales only upon formal customer acceptance.

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. Previously recognized interest income that was accrued but not collected from the borrower is evaluated as part of the overall receivable in determining the adequacy of the allowance for losses. 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 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.

 
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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.  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.

“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. 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.

“Nonearning financing receivables” are a subset of nonaccrual financing receivables for which cash payments are not being received or for which we are on the cost recovery method of accounting (i.e., any payments are accounted for as a reduction of principal). This category excludes loans purchased at a discount (unless they have deteriorated post acquisition). Under Accounting Standards Codification (ASC) 310, Receivables, these loans 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.

“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, nonaccrual loan and nonearning 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.


 
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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 overall portfolio indicators including nonearning 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 collectibility. 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 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 converting economic indicators into real estate market indicators that are calibrated by market and asset class and which are used to project expected performance of the portfolio based on specific loan portfolio metrics.

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 evaluating these factors, we deem a Real Estate loan to be impaired 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. The allowance for losses on Real Estate financing receivables is based on a discounted cash flow methodology, except in situations where the loan is within 24 months of maturity or foreclosure is deemed probable, in which case reserves are based on collateral values. 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 updated at least annually, or more frequently for higher risk loans. A majority of our Real Estate impaired loans have specific reserves that are determined based on the underlying collateral values. 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.


 
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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.

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 Commercial Lending and Leasing (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 Estates 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 “All 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 360 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 on Real Estate loans are recorded upon initiation of foreclosure or early settlement by the borrower, or in some cases, based on the passage of time depending on specific facts and circumstances. In CLL, loans are written off when deemed uncollectible (e.g., when the borrower enters restructuring, collateral is to be liquidated or at 180 days past due for smaller balance, homogeneous loans).

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.


 
(65)

 

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 shareowner’s 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 qualitative criteria to determine whether we do not expect to 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.

Prior to April 1, 2009, unrealized losses that were other-than-temporary were recognized in earnings at an amount equal to the difference between the security’s amortized cost and fair value. In determining whether the unrealized loss was other-than-temporary, we considered both quantitative and qualitative criteria. Quantitative criteria included the length of time and magnitude of the amount that each security was in an unrealized loss position and, for securities with fixed maturities, whether the issuer was in compliance with terms and covenants of the security. For structured securities, we evaluated whether there was an adverse change in the timing or amount of expected cash flows. Qualitative criteria included the financial health of and specific prospects for the issuer, as well as our intent and ability to hold the security to maturity or until forecasted recovery.

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.

Inventories
 
All inventories are stated at the lower of cost or realizable values. Our inventories consist of finished products held for sale; cost is determined on a first-in, first-out basis.

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 a business 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 all or 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 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, which we consolidate, provide guaranteed investment contracts, primarily to states, municipalities and municipal authorities.


 
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Our insurance activities also include providing insurance and reinsurance for life and health risks and providing certain annuity products. Three product groups are provided: traditional insurance contracts, investment contracts and universal life insurance contracts. Insurance contracts are contracts with significant mortality and/or morbidity risks, while investment contracts are contracts without such risks. Universal life insurance contracts are a particular type of long-duration insurance contract whose terms are not fixed and guaranteed.

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 term, whole life and annuities payable for the life of the annuitant, we report premiums as earned income when due.

Premiums received on investment contracts (including annuities without significant mortality risk) and universal life contracts 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 and universal life policies 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.

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 regards 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.

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

 
(67)

 

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.

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.


 
(68)

 

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

Loans. 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 as a practical expedient (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. 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 which 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 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 in the former subsidiary is valued using 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 included in Level 1 or Level 3, as appropriate, determined at the time of the transaction.

Accounting Changes
 
On July 1, 2011, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2011-02, an amendment to ASC 310, Receivables.  ASU 2011-02 provides guidance for determining whether a restructuring of a debt constitutes a TDR. ASU 2011-02 requires that a restructuring be classified as a TDR when it is both a concession and the debtor is experiencing financial difficulties. The amendment also clarifies the guidance on a creditor’s evaluation of whether it has granted a concession. The amendment applies to restructurings that have occurred subsequent to January 1, 2011. As a result of adopting these amendments on July 1, 2011, we have classified an additional $271 million of financing receivables as TDRs and have recorded an increase of $77 million to our allowance for losses on financing receivables. See Note 16.


 
(69)

 

On January 1, 2010, we adopted ASU 2009-16 and ASU 2009-17, amendments to ASC 860, Transfers and Servicing, and ASC 810, Consolidation, respectively (ASU 2009-16 & 17). ASU 2009-16 eliminated the Qualified Special Purpose Entity (QSPE) concept, and ASU 2009-17 required that all such entities be evaluated for consolidation as VIEs. Adoption of these amendments resulted in the consolidation of all of our sponsored QSPEs. In addition, we consolidated assets of VIEs related to direct investments in entities that hold loans and fixed income securities and a small number of companies to which we have extended loans in the ordinary course of business and subsequently were subject to a TDR.

We consolidated the assets and liabilities of these entities at amounts at which they would have been reported in our financial statements had we always consolidated them. We also deconsolidated certain entities where we did not meet the definition of the primary beneficiary under the revised guidance; however, the effect was insignificant at January 1, 2010. The incremental effect on total assets and liabilities, net of our investment in these entities, was an increase of $30,917 million and $32,359 million, respectively, at January 1, 2010. The net reduction of total equity (including noncontrolling interests) was $1,442 million at January 1, 2010, principally related to the reversal of previously recognized securitization gains as a cumulative effect adjustment to retained earnings. See Note 17 for additional information.

We adopted amendments to ASC 320, Investments – Debt and Equity Securities, and recorded a cumulative effect adjustment to increase retained earnings as of April 1, 2009, of $25 million.

NOTE 2. ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE AND DISCONTINUED OPERATIONS
 
Assets and Liabilities of Businesses Held for Sale
 
In the third quarter of 2011, we committed to sell our CLL marine container leasing business, which consists of our controlling interests in the GE SeaCo joint venture along with other owned marine container assets, and our CLL trailer fleet services business in Mexico. In the fourth quarter of 2011, we completed the sale of our interest in the CLL marine container leasing business and our CLL trailer fleet services business in Mexico for proceeds of $500 million and $111 million, respectively.

In the second quarter of 2011, we committed to sell our Consumer business banking operations in Latvia.

In 2010, we committed to sell our Consumer businesses in Argentina, Brazil, and Canada, a CLL business in South Korea, and our Real Estate Interpark business. The Consumer Canada disposition was completed during the first quarter of 2011 for proceeds of $1,429 million. The Consumer Brazil and Real Estate Interpark business dispositions were completed during the second quarter of 2011 for proceeds of $22 million and $704 million, respectively. The Consumer Argentina disposition was completed during the third quarter of 2011 for proceeds of $41 million.

Summarized financial information for businesses held for sale is shown below.

December 31 (In millions)
2011
 
2010
   
           
     
Assets
 
           
     
Cash and equivalents
$
149 
 
$
54 
Financing receivables – net
 
412 
   
1,917 
Property, plant and equipment – net
 
81 
 
 
103 
Goodwill
 
20 
 
 
– 
Other intangible assets – net
 
   
187 
Other assets
 
 
 
841 
Other
 
34 
   
25 
Assets of businesses held for sale
$
711 
 
$
3,127 
 
 
 
 
 
 
Liabilities
 
 
   
 
Short-term borrowings
$
252 
 
$
146 
Accounts payable
 
21 
 
 
46 
Long-term borrowings
 
 
 
228 
Other liabilities
 
64 
 
 
172 
Liabilities of businesses held for sale
$
345 
 
$
592 
 
 
 
 
 
 


 
(70)

 

Discontinued Operations
 
Discontinued operations primarily comprised BAC Credomatic GECF Inc. (BAC) (our Central American bank and card business), 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 U.S. recreational vehicle and marine equipment financing business (Consumer RV Marine), Consumer Mexico, Consumer Singapore and our Consumer home lending operations in Australia and New Zealand (Australian Home Lending). Associated results of operations, financial position and cash flows are separately reported as discontinued operations for all periods presented.

Summarized financial information for discontinued operations is shown below.

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Operations
 
 
 
 
 
 
 
 
Total revenues
$
316 
 
$
2,035 
 
$
2,348 
 
 
 
 
 
 
 
 
 
Earnings (loss) from discontinued operations before income taxes
$
(24)
 
$
224 
 
$
351 
Benefit (provision) for income taxes
 
62 
 
 
95 
 
 
(21)
Earnings (loss) from discontinued operations, net of taxes
$
38 
 
$
319 
 
$
330 
 
 
 
 
 
 
 
 
 
Disposal
 
 
 
 
 
 
 
 
Gain (loss) on disposal before income taxes
$
(329)
 
$
(1,424)
 
$
(37)
Benefit (provision) for income taxes
 
308 
 
 
238 
 
 
(5)
Gain (loss) on disposal, net of taxes
$
(21)
 
$
(1,186)
 
$
(42)
 
 
 
 
 
 
 
 
 
Earnings (loss) from discontinued operations, net of taxes
$
17 
 
$
(867)
 
$
288 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At
 
 
 
December 31,
 
December 31,
 
 
 
2011 
 
2010 
Assets
 
 
 
 
 
 
 
 
Cash and equivalents
 
 
 
$
121 
 
$
142 
Financing receivables - net
 
 
 
 
61 
 
 
10,589 
Other assets
 
 
 
 
– 
 
 
168 
Other
 
 
 
 
966 
 
 
1,476 
Assets of discontinued operations
 
 
 
$
1,148 
 
$
12,375 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Accounts payable
 
 
 
$
 
$
110 
Deferred income taxes
 
 
 
 
207 
 
 
238 
Other
 
 
 
 
1,033 
 
 
1,833 
Liabilities of discontinued operations
 
 
 
$
1,247 
 
$
2,181 
 
 
 
 
 
 
 
 
 

Assets at December 31, 2011 and December 31, 2010, primarily comprised cash, financing receivables and 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.

BAC Credomatic GECF Inc.
 
During the fourth quarter of 2010, we classified BAC as discontinued operations and completed the sale of BAC for $1,920 million. Immediately prior to the sale, and in accordance with terms of a previous agreement, we increased our ownership interest in BAC from 75% to 100% for a purchase price of $633 million. As a result of the sale of our interest in BAC, we recognized an after-tax gain of $780 million in 2010.

BAC revenues from discontinued operations were $983 million and $943 million in 2010 and 2009, respectively. In total, BAC earnings from discontinued operations, net of taxes, were $854 million and $292 million in 2010 and 2009, respectively.


 
(71)

 

GE Money Japan
 
During the third quarter of 2007, we committed to a plan to sell our Japanese personal loan business, Lake, upon determining that, despite restructuring, Japanese regulatory limits for interest charges on unsecured personal loans did not permit us to earn an acceptable return. During the third quarter of 2008, we completed the sale of GE Money Japan, which included Lake, along with our Japanese mortgage and card businesses, excluding our investment in GE Nissen Credit Co., Ltd. In connection with the sale, we reduced the proceeds from the sale for estimated interest 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. The underlying portfolio to which this obligation relates is in runoff and interest rates were capped for all designated accounts by mid-2009. In the third quarter of 2010, we began making reimbursements under this arrangement.

Our overall claims experience developed unfavorably through 2010. We believe that the level of excess interest refund claims was impacted by the challenging global economic conditions, in addition to Japanese legislative and regulatory changes. In September 2010, a large independent personal loan company in Japan filed for bankruptcy, which precipitated a significant amount of publicity surrounding excess interest refund claims in the Japanese marketplace, along with substantial legal advertising. We observed an increase in claims during September 2010 and higher average daily claims in the fourth quarter of 2010 and the first two months of 2011. Since February and through the end of 2011, we have experienced substantial declines in the rate of incoming claims, though the overall rate of reduction, including fourth quarter experience, has been slower than we expected. During the fourth quarter of 2011, we recorded an increase to our reserve of $243 million to reflect our revised estimates of the assumed daily incoming claims reduction rate and severity. At December 31, 2011, our reserve for reimbursement of claims in excess of the statutory interest rate was $692 million.

The amount of these reserves is based on analyses of recent and historical claims experience, pending and estimated future excess interest refund requests, the estimated percentage of customers who present valid requests, and our estimated payments related to those requests. Our estimated liability for excess interest refund claims at December 31, 2011 assumes the pace of incoming claims will continue to decelerate, average exposure per claim remains consistent with recent experience, and we continue to see the impact of our loss mitigation efforts. Estimating the pace of decline in incoming claims can have a significant effect on the total amount of our liability. Holding all other assumptions constant, a 20% adverse change in assumed incoming daily claim rate reduction would result in an increase to our reserves of approximately $110 million.

Uncertainties around the likelihood of consumers to present valid claims, the runoff status of the underlying book of business, the financial status of other personal lending companies in Japan, challenging economic conditions and the impact of laws and regulations make it difficult to develop a meaningful estimate of the aggregate possible claims exposure. Recent trends, including the effect of consumer activity, market activity regarding other personal loan companies and higher claims severity, may continue to have an adverse effect on claims development.

GE Money Japan loss from discontinued operations, net of taxes, were $238 million, $1,671 million and $158 million in 2011, 2010 and 2009, respectively.

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 as to which there was an early payment default. All claims received for early payment default have either been resolved or are no longer being pursued.


 
(72)

 

Pending repurchase claims based upon representations and warranties made in connection with loan sales were $705 million at December 31, 2011, $347 million at December 31, 2010 and $783 million at December 31, 2009. Reserves related to these contractual representations and warranties were $143 million and $101 million at December 31, 2011 and December 31, 2010, respectively.  We recorded adjustments to our reserve of $42 million in 2011 to reflect the higher amount of pending claims and an increase in our reserve for unidentified claims.  The amount of these reserves is based upon pending and estimated future loan repurchase requests, the estimated percentage of loans validly tendered for repurchase, and our estimated losses on loans repurchased. A ten percent adverse change in these key assumptions would result in an increase to our reserves of approximately $35 million. Historically, a small percentage of the total loans WMC originated and sold has been tendered for repurchase, and of those loans tendered, only a limited amount has qualified as validly tendered, meaning the loans sold did not satisfy contractual obligations. In the second half of 2011, a lawsuit was filed against WMC relating to representations and warranties on $321 million of mortgages. Uncertainties surrounding economic conditions, the ability and propensity of mortgage holders to present valid claims, governmental actions, pending and threatened litigation against WMC and other activity in the mortgage industry make it difficult to develop a meaningful estimate of aggregate possible claim exposure. Actual losses could exceed the reserve amount if actual claim rates, investigative or litigation activity, valid tenders or losses WMC incurs on repurchased loans are higher than we have historically observed with respect to WMC.

WMC revenues (loss) from discontinued operations were $(42) million, $(4) million and $2 million in 2011, 2010 and 2009, respectively. In total, WMC’s losses from discontinued operations, net of taxes, were $34 million, $7 million and $1 million in 2011, 2010 and 2009, respectively.

Other
 
In the second quarter of 2011, we entered into an agreement to sell our Australian Home Lending operations and classified it as discontinued operations. As a result, we recognized an after-tax loss of $148 million in 2011. We completed the sale in the third quarter of 2011 for proceeds of approximately $4,577 million. Australian Home Lending revenues from discontinued operations were $250 million, $510 million and $727 million in 2011, 2010 and 2009, respectively. Australian Home Lending earnings (loss) from discontinued operations, net of taxes, were $(65) million, $70 million and $113 million in 2011, 2010 and 2009, respectively.

In the first quarter of 2011, we entered into an agreement to sell our Consumer Singapore business for $692 million. The sale was completed in the second quarter of 2011 and resulted in the recognition of a gain on disposal, net of taxes, of $319 million. Consumer Singapore revenues from discontinued operations were $30 million, $108 million and $113 million in 2011, 2010 and 2009, respectively. Consumer Singapore earnings from discontinued operations, net of taxes, were $333 million, $36 million and $25 million in 2011, 2010 and 2009, respectively.

In the fourth quarter of 2010, we entered into agreements to sell our Consumer RV Marine portfolio and Consumer Mexico business. The Consumer RV Marine and Consumer Mexico dispositions were completed during the first quarter and the second quarter of 2011, respectively, for proceeds of $2,365 million and $1,943 million, respectively. Consumer RV Marine revenues from discontinued operations were $11 million, $210 million and $260 million in 2011, 2010 and 2009, respectively. Consumer RV Marine earnings (loss) from discontinued operations, net of taxes, were $2 million, $(99) million and $(83) million in 2011, 2010 and 2009, respectively. Consumer Mexico revenues from discontinued operations were $67 million, $228 million and $303 million in 2011, 2010 and 2009, respectively. Consumer Mexico earnings (loss) from discontinued operations, net of taxes, were $30 million, $(59) million and $66 million in 2011, 2010 and 2009, respectively.

 
(73)

 

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 holders of guaranteed investment contracts (GICs) in Trinity and investment securities at our treasury operations 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.

 
2011 
 
2010 
 
 
 
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
$
 2,749 
 
$
 63 
 
$
 (279)
 
$
 2,533 
 
$
3,072 
 
$
169 
 
$
 (14)
 
$
 3,227 
   State and municipal
 
 655 
 
 
 18 
 
 
 (141)
 
 
 532 
 
 
918 
 
 
 
 
 (232)
 
 
 690 
   Residential
 
 1,710 
 
 
 27 
 
 
 (266)
 
 
 1,471 
 
 
2,099 
 
 
14 
 
 
 (355)
 
 
 1,758 
      mortgage-backed(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Commercial
 
 1,426 
 
 
 31 
 
 
 (194)
 
 
 1,263 
 
 
1,619 
 
 
 - 
 
 
 (183)
 
 
 1,436 
      mortgage-backed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Asset-backed
 
 4,985 
 
 
 26 
 
 
 (163)
 
 
 4,848 
 
 
3,242 
 
 
 7 
 
 
 (190)
 
 
 3,059 
   Corporate – non-U.S.
 
 1,216 
 
 
 33 
 
 
 (184)
 
 
 1,065 
 
 
1,478 
 
 
 39 
 
 
 (111)
 
 
 1,406 
   Government – non-U.S.
 
 2,016 
 
 
 2 
 
 
 (86)
 
 
 1,932 
 
 
1,804 
 
 
 8 
 
 
 (58)
 
 
 1,754 
   U.S. government and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       federal agency
 
 3,262 
 
 
 12 
 
 
 –
 
 
 3,274 
 
 
3,081 
 
 
 3 
 
 
 (5)
 
 
 3,079 
Retained interests
 
 25 
 
 
 10 
 
 
 –
 
 
 35 
 
 
55 
 
 
 10 
 
 
 (26)
 
 
 39 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Available-for-sale
 
 605 
 
 
 58 
 
 
 (36)
 
 
 627 
 
 
902 
 
 
 194 
 
 
 (9)
 
 
 1,087 
   Trading
 
 241 
 
 
 –
 
 
 –
 
 
 241 
 
 
417 
 
 
 - 
 
 
 - 
 
 
 417 
Total
$
 18,890 
 
$
 280 
 
$
 (1,349)
 
$
 17,821 
 
$
18,687 
 
$
448 
 
$
 (1,183)
 
$
 17,952 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Substantially collateralized by U.S. mortgages. Of our total residential mortgage-backed securities (RMBS) portfolio at December 31, 2011, $746 million relates to securities issued by government-sponsored entities and $725 million relates 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.
 

 
(74)

 


The following tables present the estimated fair values and gross unrealized losses of our 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)
 
 
 
 
 
 
 
 
 
 
 
 
 
2011 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
 
 
 
 
 
 
 
 
 
 
 
   U.S. corporate
$
545 
 
$
(190)
 
$
382 
 
$
(89)
 
   State and municipal
 
70 
 
 
(1)
 
 
256 
 
 
(140)
 
   Residential mortgage-backed
 
176 
 
 
(3)
 
 
752 
 
 
(263)
 
   Commercial mortgage-backed
 
23 
 
 
– 
 
 
1,242 
 
 
(194)
 
   Asset-backed
 
100 
 
 
(7)
 
 
846 
 
 
(156)
 
   Corporate – non-U.S.
 
87 
 
 
(15)
 
 
571 
 
 
(169)
 
   Government – non-U.S.
 
896 
 
 
(5)
 
 
202 
 
 
(81)
 
   U.S. government and federal agency
 
502 
 
 
– 
 
 
– 
 
 
– 
 
Retained interests
 
– 
 
 
– 
 
 
– 
 
 
– 
 
Equity
 
427 
 
 
(36)
 
 
– 
 
 
– 
 
Total
$
2,826 
 
$
(257)
 
$
4,251 
 
$
(1,092)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
 
 
 
 
 
 
 
 
 
 
 
   U.S. corporate
$
357 
 
$
(5)
 
$
337 
 
$
(9)
 
   State and municipal
 
137 
 
 
(16)
 
 
443 
 
 
(216)
 
   Residential mortgage-backed
 
166 
 
 
(3)
 
 
920 
 
 
(352)
 
   Commercial mortgage-backed
 
779 
 
 
(103)
 
 
652 
 
 
(80)
 
   Asset-backed
 
111 
 
 
(5)
 
 
902 
 
 
(185)
 
   Corporate – non-U.S.
 
123 
 
 
(2)
 
 
673 
 
 
(109)
 
   Government – non-U.S.
 
642 
 
 
(6)
 
 
105 
 
 
(52)
 
   U.S. government and federal agency
 
1,613 
 
 
(5)
 
 
– 
 
 
– 
 
Retained interests
 
– 
 
 
– 
 
 
34 
 
 
(26)
 
Equity
 
46 
 
 
(9)
 
 
– 
 
 
– 
 
Total
$
3,974 
 
$
(154)
 
$
4,066 
 
$
(1,029)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Includes gross unrealized losses at December 31, 2011 of $(260) million related to securities that had other-than-temporary impairments recognized in a prior period.
 

We regularly review investment securities for impairment using both qualitative and quantitative criteria. We presently do not intend to sell the vast majority of our debt securities and believe that it is not more likely than not that we will be required to sell these securities that are in an unrealized loss position before recovery of our amortized cost. We believe that the unrealized loss associated with our equity securities will be recovered within the foreseeable future.

The majority of our U.S. corporate debt securities are rated investment grade by the major rating agencies. We evaluate U.S. corporate debt securities based on a variety of factors, 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. In the event a U.S. corporate debt security is deemed to be other-than-temporarily impaired, we isolate the credit portion of the impairment by comparing the present value of our expectation of cash flows to the amortized cost of the security. We discount the cash flows using the original effective interest rate of the security.

The majority of our RMBS have investment grade credit ratings from the major rating agencies and are in a senior position in the capital structure of the deal. Of our total RMBS at December 31, 2011 and 2010, approximately $510 million and $665 million, respectively, relate to residential subprime credit, primarily supporting our guaranteed investment contracts. These are collateralized primarily by pools of individual, direct mortgage loans (a majority of which were originated in 2006 and 2005), not other structured products such as collateralized debt obligations. In addition, of the total residential subprime credit exposure at December 31, 2011 and 2010, approximately $275 million and $341 million, respectively, was insured by Monoline insurers (Monolines) on which we continue to place reliance.


 
(75)

 

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 2006 and 2007. Substantially all of the securities in our CMBS portfolio have investment grade credit ratings and the vast majority of the securities are in a senior position in the capital structure.

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 our ABS are in a senior position in the capital structure of the deals. In addition, substantially all of the securities that are below investment grade are in an unrealized gain position.

For ABS and RMBS, we estimate the portion of loss attributable to credit using a discounted cash flow model that considers estimates of cash flows generated from the underlying collateral. Estimates of cash flows consider credit risk, interest rate and prepayment assumptions that incorporate management’s best estimate of key assumptions of the underlying collateral, including default rates, loss severity and prepayment rates. For CMBS, we estimate the portion of loss attributable to credit by evaluating potential losses on each of the underlying loans in the security. Collateral cash flows are considered in the context of our position in the capital structure of the deals. Assumptions can vary widely depending upon the collateral type, geographic concentrations and vintage.

If there has been an adverse change in cash flows for RMBS, management considers credit enhancements such as monoline insurance (which are features of a specific security). In evaluating the overall credit worthiness of the Monoline, we use an analysis that is similar to the approach we use for corporate bonds, including an evaluation of the sufficiency of the Monoline’s cash reserves and capital, ratings activity, whether the Monoline is in default or default appears imminent, and the potential for intervention by an insurance or other regulator.

During 2011, we recorded pre-tax, other-than-temporary impairments of $455 million, of which $379 million was recorded through earnings ($81 million relates to equity securities) and $76 million was recorded in accumulated other comprehensive income (AOCI). At January 1, 2011, cumulative impairments recognized in earnings associated with debt securities still held were $316 million. During 2011, we recognized first-time impairments of $57 million and incremental charges on previously impaired securities of $223 million. These amounts included $60 million related to securities that were subsequently sold.

During 2010, we recorded pre-tax, other-than-temporary impairments of $431 million, of which $232 million was recorded through earnings ($35 million relates to equity securities) and $199 million was recorded in AOCI. At January 1, 2010, cumulative impairments recognized in earnings associated with debt securities still held were $140 million. During 2010, we recognized first-time impairments of $157 million and incremental charges on previously impaired securities of $35 million. These amounts included $16 million related to securities that were subsequently sold.

During 2009, we recorded pre-tax, other-than-temporary impairments of $735 million, of which $422 million was recorded through earnings ($28 million relates to equity securities) and $312 million was recorded in AOCI. At April 1, 2009, $33 million was reclassified to retained earnings as a result of the amendments to ASC 320. Subsequent to April 1, 2009, first-time and incremental credit impairments were $79 million and $147 million, respectively. Previous credit impairments related to securities sold were $84 million.

 
(76)

 


Contractual Maturities of our Investment in Available-for-Sale Debt Securities (Excluding Mortgage-Backed and Asset-Backed Securities)
 

 
Amortized
 
Estimated
(In millions)
cost
 
fair value
 
 
 
 
 
 
Due in
 
 
 
 
 
    2012
$
 2,480 
 
$
 2,488 
    2013-2016
 
 5,015 
 
 
 5,008 
    2017-2021
 
 1,469 
 
 
 1,166 
    2022 and later
 
 919 
 
 
 660 
 
 
 
 
 
 

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

Supplemental information about gross realized gains and losses on available-for-sale investment securities follows.

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Gains
$
 194 
 
$
161 
 
$
105 
Losses, including impairments
 
 (391)
 
 
(239)
 
 
(453)
   Net
$
 (197)
 
$
(78)
 
$
(348)
 
 
 
 
 
 
 
 
 

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 $15,208 million, $15,334 million and $6,842 million in 2011, 2010 and 2009, respectively, principally from the sales of short-term securities in our bank subsidiaries and treasury operations.

We recognized pre-tax gains (losses) on trading securities of $22 million, $(7) million and $408 million in 2011, 2010 and 2009, respectively.

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

 
At
 
December 31,
 
December 31,
(In millions)
2011 
 
2010 
 
 
 
 
 
 
Loans, net of deferred income(a)
$
257,515 
 
$
275,877 
Investment in financing leases, net of deferred income
 
38,142 
 
 
44,390 
 
 
295,657 
 
 
320,267 
Less allowance for losses
 
(6,350)
 
 
(8,033)
Financing receivables – net(b)
$
289,307 
 
$
312,234 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Deferred income was $2,319 million and $2,351 million at December 31, 2011 and December 31, 2010, respectively.
 
(b)  
Financing receivables at December 31, 2011 and December 31, 2010 included $1,062 million and $1,503 million, respectively, relating to loans that had been acquired in a transfer but have been subject to credit deterioration since origination per ASC 310, Receivables.
 

 
(77)

 


GECS 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 GECS 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, GECS 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. GECS 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 GECS 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, GECS 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)
2011 
 
2010 
 
2011 
 
2010 
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total minimum lease payments receivable
$
44,157 
 
$
52,180 
 
$
33,667 
 
$
40,037 
 
$
10,490 
 
$
12,143 
 Less principal and interest on third-party
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    non-recourse debt
 
(6,812)
 
 
(8,110)
 
 
– 
 
 
– 
 
 
(6,812)
 
 
(8,110)
Net rentals receivables
 
37,345 
 
 
44,070 
 
 
33,667 
 
 
40,037 
 
 
3,678 
 
 
4,033 
Estimated unguaranteed residual value of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    leased assets
 
7,592 
 
 
8,495 
 
 
5,140 
 
 
5,991 
 
 
2,452 
 
 
2,504 
Less deferred income
 
(6,795)
 
 
(8,175)
 
 
(5,219)
 
 
(6,438)
 
 
(1,576)
 
 
(1,737)
Investment in financing leases, net of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    deferred income
 
38,142 
 
 
44,390 
 
 
33,588 
 
 
39,590 
 
 
4,554 
 
 
4,800 
Less amounts to arrive at net investment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Allowance for losses
 
(294)
 
 
(396)
 
 
(281)
 
 
(378)
 
 
(13)
 
 
(18)
      Deferred taxes
 
(6,718)
 
 
(6,168)
 
 
(2,938)
 
 
(2,266)
 
 
(3,780)
 
 
(3,902)
Net investment in financing leases
$
31,130 
 
$
37,826 
 
$
30,369 
 
$
36,946 
 
$
761 
 
$
880 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Included $413 million and $452 million of initial direct costs on direct financing leases at December 31, 2011 and 2010, respectively.
 
(b)
Included pre-tax income of $116 million and $133 million and income tax of $35 million and $51 million during 2011 and 2010, respectively. Net investment credits recognized on leveraged leases during 2011 and 2010 were insignificant.
 

 
(78)

 


Contractual Maturities
 

 
Total
 
Net rentals
(In millions)
loans
 
receivable
 
 
 
 
 
 
Due in
 
 
 
 
 
    2012
$
64,548 
 
$
10,353 
    2013
 
22,689 
 
 
7,434 
    2014
 
22,829 
 
 
5,500 
    2015
 
16,133 
 
 
4,081 
    2016
 
16,869 
 
 
2,402 
    2017 and later
 
60,436 
 
 
7,575 
 
 
203,504 
 
 
37,345 
    Consumer revolving loans
 
54,011 
 
 
– 
Total
$
257,515 
 
$
37,345 
 
 
 
 
 
 

We expect actual maturities to differ from contractual maturities.
 
 
(79)

 

The following tables provide additional information about our financing receivables and related activity in the allowance for losses for our Commercial, Real Estate and Consumer portfolios.
 
Financing Receivables – net
 
The following table displays our financing receivables balances.
 

 
At
 
December 31,
 
December 31,
(In millions)
2011 
 
2010 
 
 
 
 
 
 
Commercial
 
 
 
 
 
CLL
 
 
 
 
 
Americas(a)
$
80,505 
 
$
88,558 
Europe
 
36,899 
 
 
37,498 
Asia
 
11,635 
 
 
11,943 
Other(a)
 
436 
 
 
664 
Total CLL
 
129,475 
 
 
138,663 
 
 
 
 
 
 
Energy Financial Services
 
5,912 
 
 
7,011 
 
 
 
 
 
 
GECAS
 
11,901 
 
 
12,615 
 
 
 
 
 
 
Other
 
1,282 
 
 
1,788 
Total Commercial financing receivables
 
148,570 
 
 
160,077 
 
 
 
 
 
 
Real Estate
 
 
 
 
 
Debt
 
24,501 
 
 
30,249 
Business Properties
 
8,248 
 
 
9,962 
Total Real Estate financing receivables
 
32,749 
 
 
40,211 
 
 
 
 
 
 
Consumer
 
 
 
 
 
Non-U.S. residential mortgages
 
36,170 
 
 
40,011 
Non-U.S. installment and revolving credit
 
18,544 
 
 
20,132 
U.S. installment and revolving credit
 
46,689 
 
 
43,974 
Non-U.S. auto
 
5,691 
 
 
7,558 
Other
 
7,244 
 
 
8,304 
Total Consumer financing receivables
 
114,338 
 
 
119,979 
 
 
 
 
 
 
Total financing receivables
 
295,657 
 
 
320,267 
 
 
 
 
 
 
Less allowance for losses
 
(6,350)
 
 
(8,033)
Total financing receivables – net
$
289,307 
 
$
312,234 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
During 2011, we transferred our Railcar lending and leasing portfolio from CLL Other to CLL Americas. Prior-period amounts were reclassified to conform to the current-period presentation.
 
 

 
(80)

 

Allowance for Losses on Financing Receivables
 
The following tables provide a roll-forward of our allowance for losses on financing receivables.
 

 
Balance at
 
Provision
 
 
 
 
 
 
 
Balance at
 
January 1,
 
charged to
 
 
 
Gross
 
 
 
December 31,
(In millions)
2011 
 
operations
(a)
Other
(b)
write-offs
(c)
Recoveries
(c)
2011 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
1,288 
 
$
281 
 
$
(96)
 
$
(700)
 
$
116 
 
$
889 
Europe
 
429 
 
 
195 
 
 
(5)
 
 
(286)
 
 
67 
 
 
400 
Asia
 
222 
 
 
105 
 
 
13 
 
 
(214)
 
 
31 
 
 
157 
Other
 
 
 
 
 
(3)
 
 
(2)
 
 
– 
 
 
Total CLL
 
1,945 
 
 
584 
 
 
(91)
 
 
(1,202)
 
 
214 
 
 
1,450 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial Services
 
22 
 
 
– 
 
 
(1)
 
 
(4)
 
 
 
 
26 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
20 
 
 
– 
 
 
– 
 
 
(3)
 
 
– 
 
 
17 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
58 
 
 
23 
 
 
– 
 
 
(47)
 
 
 
 
37 
Total Commercial
 
2,045 
 
 
607 
 
 
(92)
 
 
(1,256)
 
 
226 
 
 
1,530 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
1,292 
 
 
242 
 
 
 
 
(603)
 
 
16 
 
 
949 
Business Properties
 
196 
 
 
82 
 
 
– 
 
 
(144)
 
 
 
 
140 
Total Real Estate
 
1,488 
 
 
324 
 
 
 
 
(747)
 
 
22 
 
 
1,089 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   mortgages
 
803 
 
 
249 
 
 
(20)
 
 
(381)
 
 
55 
 
 
706 
Non-U.S. installment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   and revolving credit
 
937 
 
 
490 
 
 
(30)
 
 
(1,257)
 
 
577 
 
 
717 
U.S. installment and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   revolving credit
 
2,333 
 
 
2,241 
 
 
 
 
(3,095)
 
 
528 
 
 
2,008 
Non-U.S. auto
 
168 
 
 
30 
 
 
(4)
 
 
(216)
 
 
123 
 
 
101 
Other
 
259 
 
 
142 
 
 
(20)
 
 
(272)
 
 
90 
 
 
199 
Total Consumer
 
4,500 
 
 
3,152 
 
 
(73)
 
 
(5,221)
 
 
1,373 
 
 
3,731 
Total
$
8,033 
 
$
4,083 
 
$
(163)
 
$
(7,224)
 
$
1,621 
 
$
6,350 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Included a provision of $77 million at Consumer related to the July 1, 2011 adoption of ASU 2011-02. See Note 16.
 
(b)  
Other primarily included transfers to held for sale and the effects of currency exchange.
 
(c)  
Net write-offs (write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as our revolving credit portfolios turn over more than once per year or, in all portfolios, can reflect 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.
 
 

 
(81)

 


 
Balance at
 
Adoption of
 
Balance at
 
Provision
 
 
 
 
 
 
 
Balance at
 
December 31,
 
ASU 2009
 
January 1,
 
charged to
 
 
 
Gross
 
 
 
December 31,
(In millions)
2009 
 
16 & 17(a)
 
2010 
 
operations
 
Other(b)
 
write-offs(c)
 
Recoveries(c)
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
1,180 
 
$
66 
 
$
1,246 
 
$
1,059 
 
$
(11)
 
$
(1,136)
 
$
130 
 
$
1,288 
Europe
 
575 
 
 
– 
 
 
575 
 
 
269 
 
 
(37)
 
 
(440)
 
 
62 
 
 
429 
Asia
 
244 
 
 
(10)
 
 
234 
 
 
153 
 
 
(6)
 
 
(181)
 
 
22 
 
 
222 
Other
 
10 
 
 
– 
 
 
10 
 
 
(2)
 
 
(1)
 
 
(1)
 
 
– 
 
 
Total CLL
 
2,009 
 
 
56 
 
 
2,065 
 
 
1,479 
 
 
(55)
 
 
(1,758)
 
 
214 
 
 
1,945 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial Services
 
28 
 
 
– 
 
 
28 
 
 
65 
 
 
– 
 
 
(72)
 
 
 
 
22 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
104 
 
 
– 
 
 
104 
 
 
12 
 
 
– 
 
 
(96)
 
 
– 
 
 
20 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
34 
 
 
– 
 
 
34 
 
 
33 
 
 
– 
 
 
(9)
 
 
– 
 
 
58 
Total Commercial
 
2,175 
 
 
56 
 
 
2,231 
 
 
1,589 
 
 
(55)
 
 
(1,935)
 
 
215 
 
 
2,045 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
1,358 
 
 
(3)
 
 
1,355 
 
 
764 
 
 
10 
 
 
(838)
 
 
 
 
1,292 
Business Properties
 
136 
 
 
45 
 
 
181 
 
 
146 
 
 
(8)
 
 
(126)
 
 
 
 
196 
Total Real Estate
 
1,494 
 
 
42 
 
 
1,536 
 
 
910 
 
 
 
 
(964)
 
 
 
 
1,488 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   mortgages
 
892 
 
 
– 
 
 
892 
 
 
256 
 
 
(41)
 
 
(381)
 
 
77 
 
 
803 
Non-U.S. installment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   and revolving credit
 
1,106 
 
 
– 
 
 
1,106 
 
 
1,047 
 
 
(68)
 
 
(1,733)
 
 
585 
 
 
937 
U.S. installment and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   revolving credit
 
1,551 
 
 
1,602 
 
 
3,153 
 
 
3,018 
 
 
(6)
 
 
(4,300)
 
 
468 
 
 
2,333 
Non-U.S. auto
 
292 
 
 
– 
 
 
292 
 
 
91 
 
 
(61)
 
 
(313)
 
 
159 
 
 
168 
Other
 
292 
 
 
– 
 
 
292 
 
 
265 
 
 
 
 
(394)
 
 
91 
 
 
259 
Total Consumer
 
4,133 
 
 
1,602 
 
 
5,735 
 
 
4,677 
 
 
(171)
 
 
(7,121)
 
 
1,380 
 
 
4,500 
Total
$
7,802 
 
$
1,700 
 
$
9,502 
 
$
7,176 
 
$
(224)
 
$
(10,020)
 
$
1,599 
 
$
8,033 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Reflects the effects of our adoption of ASU 2009-16 & 17 on January 1, 2010.
 
(b)  
Other primarily included the effects of currency exchange.
 
(c)  
Net write-offs (write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as our revolving credit portfolios turn over more than once per year or, in all portfolios, can reflect 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.
 

 
(82)

 


 
Balance at
 
Provision
 
 
 
 
 
 
 
Balance at
 
January 1,
 
charged to
 
 
 
Gross
 
 
 
December 31,
(In millions)
2009 
 
operations
 
Other
(a)
write-offs
(b)
Recoveries
(b)
2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
846 
 
$
1,400 
 
$
(42)
 
$
(1,117)
 
$
93 
 
$
1,180 
Europe
 
311 
 
 
625 
 
 
(14)
 
 
(431)
 
 
84 
 
 
575 
Asia
 
163 
 
 
257 
 
 
 
 
(203)
 
 
24 
 
 
244 
Other
 
 
 
 
 
 
 
(4)
 
 
– 
 
 
10 
Total CLL
 
1,321 
 
 
2,290 
 
 
(48)
 
 
(1,755)
 
 
201 
 
 
2,009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Services
 
58 
 
 
33 
 
 
 
 
(67)
 
 
– 
 
 
28 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
58 
 
 
65 
 
 
(3)
 
 
(16)
 
 
– 
 
 
104 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
28 
 
 
29 
 
 
– 
 
 
(24)
 
 
 
 
34 
Total Commercial
 
1,465 
 
 
2,417 
 
 
(47)
 
 
(1,862)
 
 
202 
 
 
2,175 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
282 
 
 
1,295 
 
 
13 
 
 
(232)
 
 
– 
 
 
1,358 
Business Properties
 
19 
 
 
147 
 
 
– 
 
 
(32)
 
 
 
 
136 
Total Real Estate
 
301 
 
 
1,442 
 
 
13 
 
 
(264)
 
 
 
 
1,494 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   mortgages
 
328 
 
 
883 
 
 
69 
 
 
(469)
 
 
81 
 
 
892 
Non-U.S. installment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   and revolving credit
 
1,000 
 
 
1,741 
 
 
39 
 
 
(2,235)
 
 
561 
 
 
1,106 
U.S. installment and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   revolving credit
 
1,616 
 
 
3,367 
 
 
(975)
 
 
(2,612)
 
 
155 
 
 
1,551 
Non-U.S. auto
 
187 
 
 
389 
 
 
30 
 
 
(510)
 
 
196 
 
 
292 
Other
 
225 
 
 
346 
 
 
45 
 
 
(389)
 
 
65 
 
 
292 
Total Consumer
 
3,356 
 
 
6,726 
 
 
(792)
 
 
(6,215)
 
 
1,058 
 
 
4,133 
Total
$
5,122 
 
$
10,585 
 
$
(826)
 
$
(8,341)
 
$
1,262 
 
$
7,802 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Other primarily included the effects of securitization activity and currency exchange.
 
(b)  
Net write-offs (write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as our revolving credit portfolios turn over more than once per year or, in all portfolios, can reflect 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.
 

See Note 16 for supplemental information about the credit quality of financing receivables and allowance for losses on financing receivables.

 
(83)

 

NOTE 5. PROPERTY, PLANT AND EQUIPMENT
 

 
Depreciable
 
 
 
 
 
lives-new
 
 
 
 
December 31 (Dollars in millions)
(in years)
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
Original cost(b)
 
 
 
 
 
 
 
 
Land and improvements, buildings, structures and
 
 
 
 
 
 
 
 
    related equipment
 
1-37
(a)
$
 3,075 
 
$
 3,475 
Equipment leased to others
 
 
 
 
 
 
 
 
    Aircraft
 
19-21
 
 
 46,240 
 
 
 45,674 
    Vehicles
 
1-28
 
 
 15,278 
 
 
 17,216 
    Railroad rolling stock
 
4-50
 
 
 4,324 
 
 
 4,331 
    Construction and manufacturing
 
1-30
 
 
 2,644 
 
 
 2,586 
    All other(c)
 
3-30
 
 
 3,438 
 
 
 5,855 
Total
 
 
 
$
 74,999 
 
$
 79,137 
 
 
 
 
 
 
 
 
 
Net carrying value(b)
 
 
 
 
 
 
 
 
Land and improvements, buildings, structures and
 
 
 
 
 
 
 
 
    related equipment
 
 
 
$
 1,479 
 
$
 1,644 
Equipment leased to others
 
 
 
 
 
 
 
 
    Aircraft(d)
 
 
 
 
 34,271 
 
 
 34,665 
    Vehicles
 
 
 
 
 8,772 
 
 
 9,077 
    Railroad rolling stock
 
 
 
 
 2,853 
 
 
 2,960 
    Construction and manufacturing
 
 
 
 
 1,670 
 
 
 1,454 
    All other(c)
 
 
 
 
 2,354 
 
 
 3,947 
Total
 
 
 
$
 51,399 
 
$
 53,747 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Depreciable lives exclude land.
 
(b)  
Included $1,570 million and $1,571 million of original cost of assets leased to GE with accumulated amortization of $470 million and $531 million at December 31, 2011 and 2010, respectively.
 
(c)  
Included $2,404 million of original cost and $1,670 million of carrying value at December 31, 2010 related to our CLL marine container leasing business, which was disposed during  2011.
 
(d)  
GECAS recognized impairment losses of $301 million in 2011 and $438 million in 2010 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 $6,253 million, $6,786 million and $7,179 million in 2011, 2010 and 2009, respectively. Noncancellable future rentals due from customers for equipment on operating leases at December 31, 2011, are as follows:

(In millions)
 
 
 
 
 
Due in
 
 
    2012
$
7,345 
    2013
 
5,995 
    2014
 
4,916 
    2015
 
3,772 
    2016
 
3,025 
    2017 and later
 
8,779 
Total
$
33,832 
 
 
 

 
(84)

 

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS
 
 
December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
Goodwill
$
27,230 
 
$
27,508 
 
 
 
 
 
 
Other intangible assets
 
 
 
 
 
    Intangible assets subject to amortization
$
1,539 
 
$
1,874 
 
 
 
 
 
 

Changes in goodwill balances follow.

 
2011 
 
2010 
 
 
 
 
 
 
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
$
13,893 
 
$
 
$
(154)
 
$
13,745 
 
$
14,053 
(a)
$
19 
 
$
(179)
 
$
13,893 
Consumer
 
10,817 
 
 
– 
 
 
(42)
 
 
10,775 
 
 
10,864 
(a)
 
– 
 
 
(47)
 
 
10,817 
Real Estate
 
1,089 
 
 
– 
 
 
(88)
 
 
1,001 
 
 
1,189 
 
 
– 
 
 
(100)
 
 
1,089 
Energy Financial Services
 
1,562 
 
 
– 
 
 
– 
 
 
1,562 
 
 
2,119 
 
 
– 
 
 
(557)
 
 
1,562 
GECAS
 
147 
 
 
– 
 
 
– 
 
 
147 
 
 
157 
 
 
– 
 
 
(10)
 
 
147 
Total
$
27,508 
 
$
 
$
(284)
 
$
27,230 
 
$
28,382 
 
$
19 
 
$
(893)
 
$
27,508 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Reflected the transfer of the Consumer Business in Italy during the first quarter of 2010 from Consumer to CLL, resulting in a related movement of beginning goodwill balance of $18 million.
 

Upon closing an acquisition, we estimate the fair values of assets and liabilities acquired and consolidate the acquisition as quickly as possible. Given the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet, then to adjust the acquired company’s accounting policies, procedures, and books and records to our standards, it is often several quarters before we are able to finalize those initial fair value estimates. Accordingly, it is not uncommon for our initial estimates to be subsequently revised.

Goodwill balances decreased $278 million during 2011, primarily as a result of dispositions ($216 million) and the stronger U.S. dollar ($89 million). Our reporting units and related goodwill balances are CLL ($13,745 million), Consumer ($10,775 million), Real Estate ($1,001 million), Energy Financial Services ($1,562 million) and GECAS ($147 million) at December 31, 2011.

Goodwill balances decreased $874 million during 2010, primarily as a result of the deconsolidation of Regency Energy Partners L.P. (Regency) ($557 million) and the stronger U.S. dollar ($125 million), partially offset by goodwill related to new acquisitions ($19 million).

On May 26, 2010, we sold our general partnership interest in Regency, a midstream natural gas services provider, and retained a 21% limited partnership interest. This resulted in the deconsolidation of Regency and the remeasurement of our limited partnership interest to fair value. We recorded a pre-tax gain of $119 million, which is reported in revenues from services.

On June 25, 2009, we increased our ownership in BAC from 49.99% to 75% for a purchase price of $623 million following the terms of our 2006 investment agreement (BAC Investment Agreement) with the then controlling shareholder. At that time, we remeasured our previously held equity investment to fair value, resulting in a pre-tax gain of $343 million. This transaction required us to consolidate BAC, which was previously accounted for under the equity method.


 
(85)

 

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 11.0% to 13.75%. Valuations using the market approach reflect prices and other relevant observable information generated by market transactions involving comparable businesses.

Compared to the market approach, the income approach more closely aligns each reporting unit valuation to our business profile, including geographic markets served and product offerings. Required rates of return, along with uncertainty inherent in the forecasts of future cash flows, are reflected in the selection of the discount rate. Equally important, under this approach, reasonably likely scenarios and associated sensitivities can be developed for alternative future states that may not be reflected in an observable market price. A market approach allows for comparison to actual market transactions and multiples. It can be somewhat more limited in its application because the population of potential comparables is often limited to publicly-traded companies where the characteristics of the comparative business and ours can be significantly different, market data is usually not available for divisions within larger conglomerates or non-public subsidiaries that could otherwise qualify as comparable, and the specific circumstances surrounding a market transaction (e.g., synergies between the parties, terms and conditions of the transaction, etc.) may be different or irrelevant with respect to our business. It can also be difficult, under certain market conditions, to identify orderly transactions between market participants in similar businesses. We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation and weight the methodologies appropriately.

We performed our annual impairment test of goodwill for all of our reporting units in the third quarter using data as of July 1, 2011. 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. In performing the valuations, we used cash flows that reflected management’s forecasts and discount rates that included risk adjustments consistent with the current market conditions. Based on the results of our step one testing, the fair values of each of the CLL, Consumer, Energy Financial Services and GECAS reporting units exceeded their carrying values; therefore, the second step of the impairment test was not required to be performed and no goodwill impairment was recognized.

Our Real Estate reporting unit had a goodwill balance of $1,001 million at December 31, 2011. As of July 1, 2011, the carrying amount exceeded the estimated fair value of our Real Estate reporting unit by approximately $0.7 billion. The estimated fair value of the Real Estate reporting unit is based on a number of assumptions about future business performance and investment, including loss estimates for the existing finance receivable and investment portfolio, new debt origination volume and margins, and stabilization of the real estate market allowing for sales of real estate investments at normalized margins. Our assumed discount rate was 11.25% and was derived by applying a capital asset pricing model and corroborated using equity analyst research reports and implied cost of equity based on forecasted price to earnings per share multiples for similar companies. Given the volatility and uncertainty in the current commercial real estate environment, there is uncertainty about a number of assumptions upon which the estimated fair value is based. Different loss estimates for the existing portfolio, changes in the new debt origination volume and margin assumptions, changes in the expected pace of the commercial real estate market recovery, or changes in the equity return expectation of market participants may result in changes in the estimated fair value of the Real Estate reporting unit.


 
(86)

 

Based on the results of the step one testing, we performed the second step of the impairment test described above as of July 1, 2011. Based on the results of the second step analysis for the Real Estate reporting unit, the estimated implied fair value of goodwill exceeded the carrying value of goodwill by approximately $3.9 billion. Accordingly, no goodwill impairment was required. In the second step, unrealized losses in an entity’s assets have the effect of increasing the estimated implied fair value of goodwill. The results of the second step analysis were attributable to several factors. The primary driver was the excess of the carrying value over the estimated fair value of our Real Estate Equity Investments, which approximated $4.1 billion at that time. Other drivers for the favorable outcome include the unrealized losses in the Real Estate finance receivable portfolio and the fair value premium on the Real Estate reporting unit allocated debt. The results of the second step analysis are highly sensitive to these measurements, as well as the key assumptions used in determining the estimated fair value of the Real Estate reporting unit.

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. If current conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates described above could change in future periods.

Intangible Assets Subject to Amortization
 

 
2011 
 
2010 
 
Gross
 
 
 
 
 
Gross
 
 
 
 
 
carrying
 
Accumulated
 
 
 
carrying
 
Accumulated
 
 
December 31 (In millions)
amount
 
amortization
 
Net
 
amount
 
amortization
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer-related
$
 1,186 
 
$
 (697)
 
$
 489 
 
$
 1,112 
 
$
 (588)
 
$
 524 
Patents, licenses and trademarks
 
 250 
 
 
 (208)
 
 
 42 
 
 
 599 
 
 
 (532)
 
 
 67 
Capitalized software
 
 2,037 
 
 
 (1,590)
 
 
 447 
 
 
 2,016 
 
 
 (1,522)
 
 
 494 
Lease valuations
 
 1,470 
 
 
 (944)
 
 
 526 
 
 
 1,646 
 
 
 (917)
 
 
 729 
All other
 
 318 
 
 
 (283)
 
 
 35 
 
 
 326 
 
 
 (266)
 
 
 60 
Total
$
 5,261 
 
$
 (3,722)
 
$
 1,539 
 
$
 5,699 
 
$
 (3,825)
 
$
 1,874 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

During 2011, we recorded additions to intangible assets subject to amortization of $231 million. The components of finite-lived intangible assets acquired during 2011 and their respective weighted-average amortizable period are: $136 million – Capitalized software (4.5 years) and $95 million – Customer-related (5.9 years).

Amortization expense related to intangible assets was $532 million, $623 million and $872 million for 2011, 2010 and 2009, respectively, and is recorded in the caption “Operating and administrative” in the Statement of Earnings. We estimate annual pre-tax amortization for intangible assets over the next five calendar years to be as follows: 2012 - $410 million; 2013 - $324 million; 2014 - $235 million; 2015 - $163 million; and 2016 - $137 million.

 
(87)

 

NOTE 7. OTHER ASSETS

December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
Investments
 
 
 
 
 
    Real estate(a)(b)
$
28,252 
 
$
31,553 
    Associated companies
 
23,589 
 
 
25,662 
    Assets held for sale(c)
 
4,525 
 
 
3,538 
    Cost method(b)
 
2,360 
 
 
1,916 
    Other
 
1,719 
 
 
2,249 
 
 
60,445 
 
 
64,918 
 
 
 
 
 
 
Derivative instruments
 
9,499 
 
 
4,962 
Deferred borrowing costs(d)
 
1,327 
 
 
1,982 
Advances to suppliers
 
1,560 
 
 
1,853 
Deferred acquisition costs
 
47 
 
 
52 
Other
 
2,941 
 
 
3,235 
Total
$
75,819 
 
$
77,002 
 
 
 
 
 
 
 
 
 
 
 
 
(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, 2011: office buildings (46%), apartment buildings (14%), industrial properties (10%), retail facilities (8%), franchise properties (8%) and other (14%). At December 31, 2011, investments were located in the Americas (48%), Europe (27%) and Asia (25%).
 
(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, 2011, were $425 million and $61 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, 2011, were $65 million and $3 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, 2010, were $396 million and $55 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, 2010, were $16 million and $2 million, respectively.
 
(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, 2011 and 2010, 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 $122 million and $115 million at December 31, 2011 and 2010, respectively.
 
(d)  
Included $329 million and $916 million at December 31, 2011 and 2010, respectively, of unamortized fees related to our participation in the Temporary Liquidity Guarantee Program.
 

 
(88)

 

NOTE 8. BORROWINGS AND BANK DEPOSITS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term Borrowings
 
 
2011 
 
2010 
 
 
 
 
 
 
 
Average
 
 
 
 
Average
 
December 31 (In millions)
 
 
Amount
 
rate(a)
 
Amount
 
rate(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial paper
 
 
 
 
 
 
 
 
 
 
 
 
       U.S.
 
 
$
28,552 
 
0.23 
%
$
27,398 
 
0.28 
%
       Non-U.S.
 
 
 
10,569 
 
1.63 
 
 
9,497 
 
1.42 
 
Current portion of long-term
 
 
 
– 
 
 
 
 
 
 
 
 
       borrowings(b)(c)(d)(f)
 
 
 
82,648 
 
2.72 
 
 
65,610 
 
3.24 
 
GE Interest Plus notes(e)
 
 
 
8,474 
 
1.32 
 
 
9,058 
 
1.59 
 
Other(d)
 
 
 
1,049 
 
 
 
 
2,083 
 
 
 
Total short-term borrowings
 
 
$
131,292 
 
 
 
$
113,646 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Borrowings
 
 
2011 
 
2010 
 
 
 
 
 
 
 
Average
 
 
 
 
Average
 
December 31 (In millions)
Maturities
 
 
Amount
 
rate(a)
 
 
Amount
 
rate(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior notes(b)(c)
2013-2055
 
$
210,427 
 
3.49 
%
$
263,043 
 
3.29 
%
Subordinated notes(f)
2014-2037
 
 
4,533 
 
3.12 
 
 
2,276 
 
5.20 
 
Subordinated debentures(g)(h)
2066-2067
 
 
7,215 
 
6.66 
 
 
7,298 
 
6.63 
 
Other(d)(i)
 
 
 
12,145 
 
 
 
 
11,729 
 
 
 
Total long-term borrowings
 
 
$
234,320 
 
 
 
$
284,346 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-recourse borrowings of consolidated
 
 
 
 
 
 
 
 
 
 
 
 
   securitization entities (j)
2012-2022
 
$
29,258 
 
1.40 
 
$
30,018 
 
1.20 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bank deposits(k)
 
 
$
43,115 
 
 
 
$
37,298 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total borrowings and bank deposits
 
 
$
437,985 
 
 
 
$
465,308 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Based on year-end balances and year-end local currency effective interest rates, including the effects from hedging.
 
(b)  
GECC had issued and outstanding $35,040 million and $53,495 million of senior, unsecured debt that was guaranteed by the Federal Deposit Insurance Corporation (FDIC) under the Temporary Liquidity Guarantee Program at December 31, 2011 and 2010, respectively. Of the above amounts, $35,040 million and $18,455 million are included in current portion of long-term borrowings at December 31, 2011 and 2010, respectively.
 
(c)  
Included in total long-term borrowings were $1,845 million and $2,395 million of obligations to holders of GICs at December 31, 2011 and 2010, respectively. If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, GECC could be required to provide up to $1,718 million as of December 31, 2011, to repay holders of GICs.
 
(d)  
Included $8,521 million and $11,117 million of funding secured by real estate, aircraft and other collateral at December 31, 2011 and 2010, respectively, of which $2,967 million and $4,653 million is non-recourse to GECC at December 31, 2011 and 2010, respectively.
 
(e)  
Entirely variable denomination floating-rate demand notes.
 
(f)  
Included $117 million of subordinated notes guaranteed by GE included in current portion of long-term borrowings at December 31, 2011 and in long-term borrowings at December 31, 2010.
 
(g)  
Subordinated debentures receive rating agency equity credit and were hedged at issuance to the U.S. dollar equivalent of $7,725 million.
 
(h)  
Includes $2,872 million of subordinated debentures, which constitute the sole assets of wholly-owned trusts who have issued trust preferred securities. Obligations associated with these trusts are unconditionally guaranteed by GECC.
 
(i)  
Included $1,955 million and $1,984 million of covered bonds at December 31, 2011 and 2010, respectively. If the short-term credit rating of GECC were reduced below A-1/P-1, GECC would be required to partially cash collateralize these bonds in an amount up to $727 million at December 31, 2011.
 
(j)  
Included at December 31, 2011 and 2010 were $10,714 million and $10,499 million of current portion of non-recourse borrowings of CSEs, respectively, and $18,544 million and $19,519 million of long-term non-recourse borrowings of CSEs, respectively. See Note 17.
 
(k)  
Included $16,281 million and $18,781 million of deposits in non-U.S. banks at December 31, 2011 and 2010, respectively, and $17,201 million and $11,606 million of certificates of deposits with maturities greater than one year at December 31, 2011 and 2010, respectively.
 

 
(89)

 


Additional information about borrowings and associated swaps can be found in Note 15.

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

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions)
2012 
 
2013 
 
2014 
 
2015 
 
2016 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
82,648 
(a)
$
38,332 
 
$
36,540 
 
$
23,448 
 
$
21,197 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Fixed and floating rate notes of $444 million contain put options with exercise dates in 2012, and which have final maturity beyond 2016.
 

Committed credit lines totaling $52.4 billion had been extended to us by 58 banks at year-end 2011. Availability of these lines is shared between GE and GECC with $12.4 billion and $52.4 billion available to GE and GECC, respectively. Our lines include $35.1 billion of revolving credit agreements under which we can borrow funds for periods exceeding one year. Additionally, $16.7 billion are 364-day lines that contain a term-out feature that allows us to extend the borrowings for one year from the date of expiration of the lending agreement.

NOTE 9. INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND INSURANCE ANNUITY BENEFITS
 
Investment contracts, insurance liabilities and insurance annuity benefits comprise mainly obligations to holders of guaranteed investment contracts.

December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
Guaranteed investment contracts
$
4,226 
 
$
5,502 
Unpaid claims and claims adjustment expenses
 
46 
 
 
64 
Unearned premiums
 
171 
 
 
213 
Total
$
4,443 
 
$
5,779 
 
 
 
 
 
 

When insurance affiliates cede insurance to third parties, such as reinsurers, they are not relieved of their primary obligation to policyholders. 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 $29 million and $39 million at December 31, 2011 and 2010, respectively.

We recognize reinsurance recoveries, as a reduction of the Statement of Earnings caption “Investment contracts, insurance losses and insurance annuity benefits”. We had no reinsurance recoveries for the years ended December 31, 2011, 2010 and 2009.

NOTE 10. INCOME TAXES
 
Provision for Income Taxes
 

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Current tax expense (benefit)
$
1,025 
 
$
(2,065)
 
$
(1,487)
Deferred tax expense (benefit) from temporary differences
 
(41)
 
 
1,116 
 
 
(2,320)
Total
$
984 
 
$
(949)
 
$
(3,807)
 
 
 
 
 
 
 
 
 

GE and GECC file a consolidated U.S. federal income tax return. The provision for current tax expense includes our effect on the consolidated return. Our effect on the consolidated liability is generally settled in cash as GE tax payments are due. The effect of GECC on the amount of the consolidated tax liability from the formation of the NBC Universal joint venture will be settled in cash when GECC tax deductions and credits otherwise would have reduced the liability of the group absent the tax on formation.


 
(90)

 

U.S. earnings (loss) from continuing operations before income taxes were $3,455 million in 2011, $(8) million in 2010 and $(5,531) million in 2009. The corresponding amounts for non-U.S.-based operations were $4,205 million in 2011, $2,233 million in 2010 and $3,064 million in 2009.

Current tax expense (benefit) includes amounts applicable to U.S. federal income taxes of $(1,676) million, $(3,488) million and $(1,737) million in 2011, 2010 and 2009, respectively, related to the benefit from our deductions and credits in excess of GE’s current U.S. tax expense. Current tax expense amounts applicable to non-U.S. jurisdictions were $2,855 million, $1,541 million and $437 million in 2011, 2010 and 2009, respectively. Deferred taxes related to U.S. federal income taxes were an expense of $1,444 million and $1,919 in 2011 and 2010, respectively, and a benefit of $(2,220) million in 2009, and amounts applicable to non-U.S. jurisdictions of a benefit of $(1,620) million, $(913) million and $(7) million in 2011, 2010 and 2009, respectively.

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.

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 foreign banks and other foreign financial institutions in global markets. This provision, which expired at the end of 2011, had been scheduled to expire and had been extended by Congress on six previous occasions, including in December of 2010, but there can be no assurance that it will be extended, including  retroactively. In the event the provision is not extended after 2011, 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 2012.

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, 2011 and December 31, 2010, were approximately $68 billion and $62 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.

During 2009, following the change in our external credit ratings, funding actions taken and review of our operations, liquidity and funding, we determined that undistributed prior-year earnings of non-U.S. subsidiaries of GECC, on which we had previously provided deferred U.S. taxes, would be indefinitely reinvested outside the U.S. This change increased the amount of prior-year earnings indefinitely reinvested outside the U.S. by approximately $2 billion, resulting in an income tax benefit of $700 million in 2009.


 
(91)

 

Annually, GE files over 6,500 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 2011, the Internal Revenue Service (IRS) completed the audit of our consolidated U.S. income tax returns for 2006-2007, except for certain issues that remain under examination. During 2010, the IRS completed the audit of our consolidated U.S. income tax returns for 2003-2005. At December 31, 2011, the IRS was auditing our consolidated U.S. income tax returns for 2008-2009. In addition, certain other U.S. tax deficiency issues and refund claims for previous years were unresolved. In January 2012, the U.S. Court of Appeals for the Second Circuit reversed the district court decision which allowed GE’s $62 million refund claim with the IRS regarding the taxation of the Castle Harbour aircraft leasing partnership from 1993–1998. Because a liability had been provided for this matter, this decision has no effect on our results of operations for 2011 or 2012. 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 2006-2007, reduced our 2011 consolidated income tax rate by 2.7 percentage points. Resolution of audit matters, including the IRS audit of our consolidated U.S. income tax returns for 2003-2005, reduced our 2010 consolidated effective tax rate by 12.4 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:

December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
Unrecognized tax benefits
$
2,049 
 
$
2,949 
   Portion that, if recognized, would reduce tax expense and effective tax rate(a)
 
1,335 
 
 
1,330 
Accrued interest on unrecognized tax benefits
 
337 
 
 
577 
Accrued penalties on unrecognized tax benefits
 
65 
 
 
73 
Reasonably possible reduction to the balance of unrecognized
 
 
 
 
 
   tax benefits in succeeding 12 months
 
0-600
 
 
0-1,200
   Portion that, if recognized, would reduce tax expense and effective tax rate(a)
 
0-150
 
 
0-250
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Some portion of such reduction might be reported as discontinued operations.
 

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(In millions)
2011 
 
2010 
 
 
 
 
 
 
Balance at January 1
$
2,949 
 
$
3,820 
Additions for tax positions of the current year
 
124 
 
 
43 
Reductions for tax positions of the current year
 
(13)
 
 
– 
Additions for tax positions of prior years
 
423 
 
 
339 
Reductions for tax positions of prior years
 
(1,399)
 
 
(1,208)
Settlements with tax authorities
 
(30)
 
 
(34)
Expiration of the statute of limitations
 
(5)
 
 
(11)
Balance at December 31
$
2,049 
 
$
2,949 
 
 
 
 
 
 
 
 
 
 
 
 

We classify interest on tax deficiencies as interest expense; we classify income tax penalties as provision for income taxes. For the year ended December 31, 2011, $(240) million of interest expense and $(8) million of tax expense related to penalties were recognized in the Statement of Earnings, compared with $(136) million of interest expense and no tax expense related to penalties for the year ended December 31, 2010 and $20 million of interest expense and $8 million of tax expense related to penalties for the year ended December 31, 2009.


 
(92)

 

A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate is provided below.

Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate
 

 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
 
 
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)
 
 (14.3)
 
 
 (51.6)
 
 
 98.5 
 
    U.S. business credits(b)
 
 (4.6)
 
 
 (13.1)
 
 
 12.9 
 
    All other - net
 
 (3.3)
 
 
 (13.0)
 
 
 7.9 
 
 
 
 (22.2)
 
 
 (77.7)
 
 
 119.3 
 
Actual income tax rate
 
 12.8 
%
 
 (42.7)
%
 
 154.3 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
2009 included 28.4% from indefinite reinvestment of prior-year earnings.
 
(b)  
U.S. general business credits, primarily the credit for energy produced from renewable sources, the non-conventional fuel tax credit and the low-income housing credit.
 

Deferred Income Taxes
 
Principal components of our net liability (asset) representing deferred income tax balances are as follows:

December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
Assets
 
 
 
 
 
Allowance for losses
$
2,963 
 
$
2,800 
Non-U.S. loss carryforwards(a)
 
2,861 
 
 
2,320 
Net unrealized losses on securities
 
419 
 
 
131 
Cash flow hedges
 
228 
 
 
692 
Other - net
 
5,503 
 
 
7,083 
Total deferred income tax assets
 
11,974 
 
 
13,026 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
Financing leases
 
6,718 
 
 
6,168 
Operating leases
 
5,061 
 
 
4,795 
Intangible assets
 
1,780 
 
 
1,654 
Investment in global subsidiaries
 
(54)
 
 
1,275 
Other - net
 
4,068 
 
 
5,243 
Total deferred income tax liabilities
 
17,573 
 
 
19,135 
 
 
 
 
 
 
Net deferred income tax liability
$
5,599 
 
$
6,109 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Net of valuation allowances of $613 million and $419 million for 2011 and 2010, respectively. Of the net deferred tax asset as of December 31, 2011, of $2,861 million, $17 million relates to net operating loss carryforwards that expire in various years ending from December 31, 2012, through December 31, 2014; $99 million relates to net operating losses that expire in various years ending from December 31, 2015, through December 31, 2026 and $2,745 million relates to net operating loss carryforwards that may be carried forward indefinitely.
 


 
(93)

 

NOTE 11. SHAREOWNER’S EQUITY
 
 
(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Common stock issued
$
56 
 
$
56 
 
$
56 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income
 
 
 
 
 
 
 
 
Balance at January 1(a)
$
(3,605)
 
$
(1,956)
 
$
(6,970)
Investment securities - net of deferred taxes
 
 
 
 
 
 
 
 
   of $(155), $314, and $494
 
(365)
 
 
498 
 
 
1,341 
Currency translation adjustments - net of deferred taxes
 
 
 
 
 
 
 
 
    of $(703), $2,196 and $(666)
 
615 
 
 
(2,779)
 
 
2,593 
Cash flow hedges - net of deferred taxes
 
 
 
 
 
 
 
 
    of $214, $(511) and $917
 
(990)
 
 
(508)
 
 
896 
Benefit plans - net of deferred taxes
 
 
 
 
 
 
 
 
    of $(107), $10 and $(25)(b)
 
(204)
 
 
20 
 
 
(93)
Reclassification adjustments
 
 
 
 
 
 
 
 
    Investment securities - net of deferred taxes
 
 
 
 
 
 
 
 
      of $1, $27 and $255
 
31 
 
 
51 
 
 
(4)
    Currency translation adjustments - net of deferred taxes
 
 
 
 
 
 
 
 
      of $357, $22 and $(51)
 
381 
 
 
58 
 
 
(28)
    Cash flow hedges - net of deferred taxes
 
 
 
 
 
 
 
 
      $205, $723 and $399
 
1,110 
 
 
977 
 
 
541 
    Benefit plans - net of deferred taxes
 
 
 
 
 
 
 
 
      of $11, $17 and $11(c)
 
21 
 
 
34 
 
 
26 
Balance at December 31
$
(3,006)
 
$
(3,605)
 
$
(1,698)
 
 
 
 
 
 
 
 
 
Additional paid-in capital
 
 
 
 
 
 
 
 
Balance at January 1
$
28,463 
 
$
28,431 
 
$
19,671 
Contributions and other(d)
 
(1)
 
 
32 
 
 
8,760 
Balance at December 31
$
28,462 
 
$
28,463 
 
$
28,431 
 
 
 
 
 
 
 
 
 
Retained earnings
 
 
 
 
 
 
 
 
Balance at January 1(e)
$
47,967 
 
$
45,622 
 
$
45,497 
Net earnings
 
6,566 
 
 
2,291 
 
 
1,613 
Dividends (d)
 
– 
 
 
– 
 
 
– 
Other(d)(f)
 
– 
 
 
54 
 
 
(181)
Balance at December 31
$
54,533 
 
$
47,967 
 
$
46,929 
 
 
 
 
 
 
 
 
 
Total equity
 
 
 
 
 
 
 
 
GECC shareowner's equity balance at December 31
$
80,045 
 
$
72,881 
 
$
73,718 
Noncontrolling interests balance at December 31(g)
 
690 
 
 
1,164 
 
 
2,204 
Total equity balance at December 31
$
80,735 
 
$
74,045 
 
$
75,922 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
The 2010 opening balance was adjusted as of January 1, 2010, for the cumulative effect of changes in accounting principles of $258 million related to the adoption of ASU 2009-16 & 17.
 
(b)  
For 2011, included $(6) million of prior service costs for plan amendments and $(198) million of actuarial gains (losses) arising during the year – net of deferred taxes of $(3) million and $(104) million, respectively. For 2010, included $10 million of prior service costs for plan amendments and $10 million for actuarial gains (losses) arising during the year – net of deferred taxes of $5 million and $5 million, respectively. For 2009, included $(93) million of prior actuarial gains (losses) arising during the year – net of deferred taxes of $(25) million.
 
(c)  
For 2011, included $(2) million of amortization of prior service costs and $23 million of amortization of actuarial gains and losses – net of deferred taxes of $11 million for amortization of actuarial gains and losses. For 2010, included $34 million of amortization of actuarial gains and losses – net of deferred taxes of $17 million. For 2009, included $26 million of amortization of actuarial gains and losses – net of deferred taxes of $11 million.
 
(d)  
Total dividends and other transactions with the shareowner increased (decreased) equity by $(1) million in 2011, $86 million in 2010 and $8,579 million in 2009.
 
(e)  
The 2010 opening balance was adjusted as of January 1, 2010, for the cumulative effect of changes in accounting principles of $1,307 million related to the adoption of ASU 2009-16 & 17. The 2009 opening balance was adjusted as of April 1, 2009, for the cumulative effect of changes in accounting principles of $25 million related to adopting amendments on impairment guidance in ASC 320, Investments – Debt and Equity Securities.
 
(f)  
Included the effects of accretion of redeemable securities to their redemption value of $38 million and $(23) million in 2010 and 2009, respectively.
 
(g)  
On January 1, 2009, we adopted an amendment to ASC 810, Consolidation, that requires us to classify noncontrolling interests (previously referred to as “minority interest”) as part of shareowner’s equity and to disclose the amount of other comprehensive income attributable to noncontrolling interests.
 


 
(94)

 

All common stock is owned by GE Capital Services, all of the common stock of which is in turn owned by GE Company.

Activities of our financial services consolidated affiliates include lending, leasing and other traditional financial services transactions and relate to approximately $128.1 billion of our total assets. These 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 GECS’ run-off insurance operations at 300% of the regulatory minimum required level. In February 2012, GECC contributed cash of $0.4 billion to these operations. At December 31, 2011, restricted net assets of our financial services consolidated affiliates were approximately $17.5 billion.

Noncontrolling Interests
 
Noncontrolling interests in equity of consolidated affiliates includes common shares in consolidated affiliates and preferred stock issued by our affiliates. Preferred shares that we are required to redeem at a specified or determinable date are classified as liabilities. The balance is summarized as follows:
 

December 31 (In millions)
2011 
 
2010 
 
 
 
 
 
 
Noncontrolling interests in consolidated affiliates(a)
$
690 
 
$
889 
Preferred stock(b)
 
– 
 
 
275 
 
$
690 
 
$
1,164 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Consisted of a number of individually insignificant noncontrolling interests in partnerships and consolidated affiliates.
 
(b)  
The preferred stock paid cumulative dividends at an average rate of 6.81% in 2010 and was retired in 2011.
 

Changes to noncontrolling interests are as follows.

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Beginning balance
$
1,164 
 
$
2,204 
 
$
2,383 
Net earnings
 
127 
 
 
16 
 
 
15 
Dividends
 
(20)
 
 
(7)
 
 
(11)
Dispositions(a)
 
(586)
 
 
(979)
 
 
(331)
AOCI and other (b)
 
 
 
(70)
 
 
148 
Ending balance
$
690 
 
$
1,164 
 
$
2,204 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Includes noncontrolling interests related to the sale of GE SeaCo of $(311) million and the redemption of Heller Financial preferred stock of $(275) million in 2011, as well as the deconsolidation of Regency of $(979) million in 2010 and Penske Truck Leasing Co., L.P. (PTL) of $(331) million in 2009.
 
(b)  
Changes to the individual components of AOCI attributable to noncontrolling interests were insignificant.
 
 

 
(95)

 

NOTE 12. REVENUES FROM SERVICES
 
 
(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
 
 
Interest on loans (a)
$
20,008 
 
$
20,771 
 
$
18,448 
 
Equipment leased to others
 
11,340 
 
 
11,116 
 
 
12,231 
 
Fees (a)
 
4,698 
 
 
4,732 
 
 
4,431 
 
Financing leases (a)
 
2,378 
 
 
2,749 
 
 
3,255 
 
Associated companies(b)
 
2,337 
 
 
2,035 
 
 
1,007 
 
Real estate investments
 
1,625 
 
 
1,240 
 
 
1,543 
 
Investment income (a)
 
890 
 
 
585 
 
 
1,945 
 
Net securitization gains (a)
 
–  
 
 
–  
 
 
1,589 
 
Other items(c)
 
2,306 
 
 
2,661 
 
 
3,487 
 
Total
$
 45,582 
 
$
 45,889 
 
$
 47,936 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
On January 1, 2010, we adopted ASU 2009-16 & 17, which required us to consolidate substantially all of our former QSPEs. As a result, 2011 and 2010 Revenues from services include interest, investment and fee income from these entities, which were not presented on a consolidated basis in 2009. During 2011 and 2010, we did not recognize gains from securitization transactions, as they were recorded as on-book financings. See Note 17.
 
(b)  
During 2011, we sold an 18.6% equity interest in Garanti Bank and recorded a pre-tax gain of $690 million. Following the sale, we hold a 2.25% equity interest, which is classified as an available-for-sale security.
 
(c)  
Included a gain on the sale of a limited partnership interest in PTL and a related gain on the remeasurement of the retained investment to fair value totaling $296 million in the first quarter of 2009. See Note 17.
 

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 under operating leases is shown below.

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Equipment for sublease
$
159 
 
$
184 
 
$
280 
Other rental expense
 
450 
 
 
450 
 
 
519 
 
 
 
 
 
 
 
 
 

At December 31, 2011, minimum rental commitments under noncancellable operating leases aggregated $2,111 million. Amounts payable over the next five years follow.

(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012 
 
2013 
 
2014 
 
2015 
 
2016 
$
501 
 
$
329 
 
$
251 
 
$
197 
 
$
167 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

NOTE 14. FAIR VALUE MEASUREMENTS
 
For a description of how we estimate fair value, see Note 1.

The following tables present our assets and liabilities measured at fair value on a recurring basis. Included in the tables are investment securities supporting obligations to holders of GICs in Trinity (which ceased issuing new investment contracts beginning in the first quarter of 2010) and investment securities held at our treasury operations and investments held in our CLL business collateralized by senior secured loans of high-quality, middle-market companies in a variety of industries. Such securities are mainly investment grade.

 
(96)

 


 
 
 
 
 
 
 
 
 
 
Netting
 
 
 
(In millions)
Level 1
(a)
Level 2
(a)
Level 3
(b)
 
adjustment
(c)
Net balance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       U.S. corporate
$
514 
 
$
543 
 
$
1,476 
 
$
– 
 
$
2,533 
       State and municipal
 
– 
 
 
501 
 
 
31 
 
 
– 
 
 
532 
       Residential mortgage-backed
 
– 
 
 
1,444 
 
 
27 
 
 
– 
 
 
1,471 
       Commercial mortgage-backed
 
– 
 
 
1,263 
 
 
– 
 
 
– 
 
 
1,263 
       Asset-backed(d)
 
– 
 
 
837 
 
 
4,011 
 
 
– 
 
 
4,848 
       Corporate - non-U.S.
 
71 
 
 
208 
 
 
786 
 
 
– 
 
 
1,065 
       Government - non-U.S.
 
1,003 
 
 
881 
 
 
48 
 
 
– 
 
 
1,932 
       U.S. government and federal agency
 
– 
 
 
3,274 
 
 
– 
 
 
– 
 
 
3,274 
   Retained interests
 
– 
 
 
– 
 
 
35 
 
 
– 
 
 
35 
   Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        Available-for-sale
 
618 
 
 
– 
 
 
 
 
– 
 
 
627 
        Trading
 
241 
 
 
– 
 
 
– 
 
 
– 
 
 
241 
Derivatives(e)
 
– 
 
 
14,658 
 
 
160 
 
 
(5,319)
 
 
9,499 
Other(f)
 
– 
 
 
– 
 
 
388 
 
 
– 
 
 
388 
Total
$
2,447 
 
$
23,609 
 
$
6,971 
 
$
(5,319)
 
$
27,708 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives
$
– 
 
$
4,502 
 
$
20 
 
$
(4,025)
 
$
497 
Other
 
– 
 
 
25 
 
 
– 
 
 
– 
 
 
25 
Total
$
– 
 
$
4,527 
 
$
20 
 
$
(4,025)
 
$
522 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       U.S. corporate
$
588 
 
$
942 
 
$
1,697 
 
$
– 
 
$
3,227 
       State and municipal
 
– 
 
 
508 
 
 
182 
 
 
– 
 
 
690 
       Residential mortgage-backed
 
47 
 
 
1,666 
 
 
45 
 
 
– 
 
 
1,758 
        Commercial mortgage-backed
 
– 
 
 
1,388 
 
 
48 
 
 
– 
 
 
1,436 
       Asset-backed
 
– 
 
 
563 
 
 
2,496 
 
 
– 
 
 
3,059 
       Corporate - non-U.S.
 
89 
 
 
356 
 
 
961 
 
 
– 
 
 
1,406 
       Government - non-U.S.
 
776 
 
 
850 
 
 
128 
 
 
– 
 
 
1,754 
       U.S. government and federal agency
 
– 
 
 
3,079 
 
 
– 
 
 
– 
 
 
3,079 
    Retained interests
 
– 
 
 
– 
 
 
39 
 
 
– 
 
 
39 
    Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       Available-for-sale
 
569 
 
 
500 
 
 
18 
 
 
– 
 
 
1,087 
       Trading
 
417 
 
 
– 
 
 
– 
 
 
– 
 
 
417 
Derivatives(e)
 
– 
 
 
10,319 
 
 
330 
 
 
(5,687)
 
 
4,962 
Other(f)
 
– 
 
 
– 
 
 
450 
 
 
– 
 
 
450 
Total
$
2,486 
 
$
20,171 
 
$
6,394 
 
$
(5,687)
 
$
23,364 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives
$
– 
 
$
6,228 
 
$
102 
 
$
(5,020)
 
$
1,310 
Other
 
– 
 
 
31 
 
 
– 
 
 
– 
 
 
31 
Total
$
– 
 
$
6,259 
 
$
102 
 
$
(5,020)
 
$
1,341 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
The fair value of securities transferred between Level 1 and Level 2 was $67 million in 2011.
 
(b)  
Level 3 investment securities valued using non-binding broker quotes and other third parties totaled $296 million and $711 million at December 31, 2011 and 2010, respectively, and were classified as available-for-sale securities.
 
(c)  
The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists and when collateral is posted to us.
 
(d)  
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.
 
(e)  
The fair value of derivatives included an adjustment for non-performance risk. The cumulative adjustment was a loss of $11 million at December 31, 2011 and $9 million at December 31, 2010. See Note 15 for additional information on the composition of our derivative portfolio.
 
(f)  
Included private equity investments and loans designated under the fair value option.
 


 
(97)

 

The following tables present the changes in Level 3 instruments measured on a recurring basis for the years ended December 31, 2011 and 2010, respectively. The majority of our Level 3 balances consist of investment securities classified as available-for-sale with changes in fair value recorded in shareowner’s equity.

Changes in Level 3 Instruments for the Year Ended December 31, 2011
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net
 
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
change in
 
 
 
 
 
 
Net realized/
 
 
 
 
 
 
 
 
 
 
 
 
 
 
unrealized
 
 
 
 
Net
 
unrealized
 
 
 
 
 
 
 
 
 
 
 
 
 
 
gains
 
 
 
 
realized/
 
gains (losses)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(losses)
 
 
 
 
unrealized
 
included in
 
 
 
 
 
 
 
 
 
 
 
 
 
 
relating to
 
 
 
 
gains
 
accumulated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
instruments
 
 
Balance at
 
(losses)
 
other
 
 
 
 
 
 
 
Transfers
 
Transfers
 
Balance at
 
 
still held at
 
 
January 1,
 
included in
 
comprehensive
 
 
 
 
 
 
 
into
 
out of
 
December 31,
 
 
December 31,
 
 
2011 
 
earnings
(a)
income
 
Purchases
 
Sales
 
Settlements
 
Level 3
(b)
Level 3
(b)
2011 
 
 
2011
(c)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      U.S. corporate
$
1,697 
 
$
56 
 
$
(260)
 
$
77 
 
$
(183)
 
$
(24)
 
$
120 
 
$
(7)
 
$
1,476 
 
 
$
– 
 
      State and municipal
 
182 
 
 
– 
 
 
(1)
 
 
10 
 
 
– 
 
 
(8)
 
 
– 
 
 
(152)
 
 
31 
 
 
 
– 
 
      Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
          mortgage-backed
 
45 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
(1)
 
 
– 
 
 
(17)
 
 
27 
 
 
 
– 
 
      Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
          mortgage-backed
 
48 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
(48)
 
 
– 
 
 
 
– 
 
      Asset-backed
 
2,496 
 
 
(13)
 
 
63 
 
 
2,157 
 
 
(184)
 
 
(11)
 
 
– 
 
 
(497)
 
 
4,011 
 
 
 
– 
 
      Corporate – non-U.S.
 
961 
 
 
(53)
 
 
(96)
 
 
25 
 
 
(32)
 
 
(46)
 
 
71 
 
 
(44)
 
 
786 
 
 
 
– 
 
      Government
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
         – non-U.S.
 
128 
 
 
(101)
 
 
41 
 
 
41 
 
 
(1)
 
 
(27)
 
 
107 
 
 
(140)
 
 
48 
 
 
 
– 
 
     U.S. government and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
         federal agency
 
– 
 
 
– 
 
 
– 
 
 
500 
 
 
– 
 
 
– 
 
 
– 
 
 
(500)
 
 
– 
 
 
 
– 
 
   Retained interests
 
39 
 
 
(28)
 
 
26 
 
 
 
 
(4)
 
 
(5)
 
 
– 
 
 
– 
 
 
35 
 
 
 
– 
 
   Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Available-for-sale
 
18 
 
 
– 
 
 
(1)
 
 
– 
 
 
– 
 
 
– 
 
 
 
 
(10)
 
 
 
 
 
– 
 
      Trading
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
 
– 
 
Derivatives(d)(e)
 
227 
 
 
102 
 
 
 
 
 
 
– 
 
 
(198)
 
 
– 
 
 
 
 
141 
 
 
 
81 
 
Other
 
450 
 
 
 
 
(9)
 
 
149 
 
 
(145)
 
 
(6)
 
 
– 
 
 
(55)
 
 
388 
 
 
 
– 
 
Total
$
6,291 
 
$
(33)
 
$
(235)
 
$
2,968 
 
$
(549)
 
$
(326)
 
$
300 
 
$
(1,464)
 
$
6,952 
 
 
$
81 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 a result of increased use of quotes from independent pricing vendors based on recent trading activity.
 
(c)  
Represented the amount of unrealized gains or losses for the period included in earnings.
 
(d)  
Represented derivative assets net of derivative liabilities and included cash accruals of $1 million not reflected in the fair value hierarchy table.
 
(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.
 


 
(98)

 

Changes in Level 3 Instruments for the Year Ended December 31, 2010
 

 
 
 
 
 
Net realized/
 
 
 
 
 
 
 
 
Net change
 
 
 
 
 
 
unrealized
 
 
 
 
 
 
 
 
in unrealized
 
 
 
 
 
 
gains (losses)
 
 
 
 
 
 
 
 
gains (losses)
 
 
 
 
Net realized/
 
included in
 
 
 
 
 
 
 
 
relating to
 
 
 
 
unrealized
 
accumulated
 
Purchases,
 
Transfers
 
 
 
 
instruments
 
 
Balance at
 
gains(losses)
 
other
 
issuances
 
in and/or
 
Balance at
 
 
still held at
 
 
January 1,
 
included in
 
comprehensive
 
and
 
out of
 
December 31,
 
 
December 31,
 
(In millions)
2010 
(a)
earnings
(b)
income
 
settlements
 
Level 3
(c)
2010 
 
 
2010 
(d)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        U.S. corporate
$
1,642 
 
$
54 
 
$
279 
 
$
(287)
 
$
 
$
1,697 
 
 
$
– 
 
        State and municipal
 
173 
 
 
– 
 
 
23 
 
 
(14)
 
 
– 
 
 
182 
 
 
 
– 
 
        Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
            mortgage-backed
 
44 
 
 
– 
 
 
 
 
– 
 
 
(3)
 
 
45 
 
 
 
– 
 
        Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
            mortgage-backed
 
1,034 
 
 
30 
 
 
(3)
 
 
(1,013)
 
 
– 
 
 
48 
 
 
 
– 
 
        Asset-backed
 
1,475 
 
 
 
 
 
 
1,118 
 
 
(103)
 
 
2,496 
 
 
 
– 
 
        Corporate - non-U.S.
 
948 
 
 
(46)
 
 
(48)
 
 
126 
 
 
(19)
 
 
961 
 
 
 
– 
 
        Government
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
             - non-U.S.
 
138 
 
 
– 
 
 
(10)
 
 
– 
 
 
– 
 
 
128 
 
 
 
– 
 
        U.S. government and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
            federal agency
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
 
– 
 
    Retained interests
 
45 
 
 
(1)
 
 
 
 
(8)
 
 
– 
 
 
39 
 
 
 
– 
 
    Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        Available-for-sale
 
17 
 
 
– 
 
 
 
 
– 
 
 
– 
 
 
18 
 
 
 
– 
 
        Trading
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
 
– 
 
Derivatives(e)(f)
 
205 
 
 
186 
 
 
15 
 
 
(66)
 
 
(113)
 
 
227 
 
 
 
15 
 
Other
 
480 
 
 
 
 
(31)
 
 
(1)
 
 
– 
 
 
450 
 
 
 
– 
 
Total
$
6,201 
 
$
229 
 
$
235 
 
$
(145)
 
$
(229)
 
$
6,291 
 
 
$
15 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Included $1,015 million in debt securities, a reduction in retained interests of $8,782 million and a reduction in derivatives of $37 million related to adoption of ASU 2009-16 & 17.
 
(b)  
Earnings effects are primarily included in the “Revenues from services” and “Interest” captions in the Statement of Earnings.
 
(c)  
Transfers in and out of Level 3 are considered to occur at the beginning of the period. Transfers out of Level 3 were a result of increased use of quotes from independent pricing vendors based on recent trading activity.
 
(d)  
Represented the amount of unrealized gains or losses for the period included in earnings.
 
(e)  
Represented derivative assets net of derivative liabilities and included cash accruals of $(1) million not reflected in the fair value hierarchy table.
 
(f)  
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.
 

 
(99)

 


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, 2011 and 2010. 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.

 
Remeasured during the year ended December 31,
 
 
2011 
 
2010 
 
(In millions)
Level 2
 
Level 3
 
Level 2
 
Level 3
(b)
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing receivables and loans held for sale
$
143 
 
$
5,348 
 
$
35 
 
$
6,833 
 
Cost and equity method investments(a)
 
– 
 
 
402 
 
 
– 
 
 
378 
 
Long-lived assets, including real estate
 
1,343 
 
 
3,261 
 
 
1,023 
 
 
5,809 
 
Total
$
1,486 
 
$
9,011 
 
$
1,058 
 
$
13,020 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Includes the fair value of private equity and real estate funds included in Level 3 of $123 million and $296 million at December 31, 2011 and 2010, respectively.
 
(b)  
Excluded our retained investment in Regency, a formerly consolidated subsidiary, that was remeasured to a Level 1 fair value of $549 million in 2010.
 

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, 2011 and 2010.

 
Year ended December 31,
(In millions)
2011 
 
2010 
 
 
 
 
 
 
Financing receivables and loans held for sale
$
(920)
 
$
(1,741)
Cost and equity method investments(a)
 
(272)
 
 
(246)
Long-lived assets, including real estate(b)
 
(1,418)
 
 
(2,958)
Retained investments in formerly consolidated subsidiaries
 
– 
 
 
109 
Total
$
(2,610)
 
$
(4,836)
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Includes fair value adjustments associated with private equity and real estate funds of $(24) million and $(198) million during 2011 and 2010, respectively.
 
(b)  
Includes impairments related to real estate equity properties and investments recorded in operating and administrative expenses of $976 million and $2,089 million during 2011 and 2010, respectively.
 

 
(100)

 

NOTE 15. FINANCIAL INSTRUMENTS
 
The following table provides information about the assets and liabilities not carried at fair value in our Statement of Financial Position. Consistent with ASC 825, Financial Instruments, the table excludes finance leases and non-financial assets and liabilities. Apart from certain of our borrowings and certain marketable securities, few of the instruments discussed below 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.

 
 
2011 
 
 
2010 
 
 
 
 
 
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)
 
$
251,459 
 
$
251,587 
 
$
(a)
 
$
268,239 
 
$
264,550 
    Other commercial mortgages
 
(a)
 
 
540 
 
 
540 
 
 
(a)
 
 
91 
 
 
91 
    Loans held for sale
 
(a)
 
 
496 
 
 
497 
 
 
(a)
 
 
287 
 
 
287 
    Other financial instruments(c)
 
(a)
 
 
2,551 
 
 
3,013 
 
 
(a)
 
 
2,082 
 
 
2,490 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Borrowings and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        bank deposits(b)(d)
 
(a)
 
 
(437,985)
 
 
(444,269)
 
 
(a)
 
 
(465,308)
 
 
(477,425)
    Guaranteed investment contracts
 
(a)
 
 
(4,226)
 
 
(4,266)
 
 
(a)
 
 
(5,502)
 
 
(5,524)
    Insurance - credit life(e)
 
1,935 
 
 
(106)
 
 
(88)
 
 
1,812 
 
 
(102)
 
 
(68)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
These financial instruments do not have notional amounts.
 
(b)  
See Note 8.
 
(c)  
Principally cost method investments.
 
(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, 2011 and 2010 would have been reduced by $9,051 million and $4,298 million, respectively.
 
(e)  
Net of reinsurance of $2,000 million and $2,800 million at December 31, 2011 and 2010, 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 which are comparable to market quotes adjusted for our non-performance risk.

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

All other instruments
 
Based on observable market transactions 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.

Additional information about certain categories in the table above follows.


 
(101)

 

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 policyholders.

Loan Commitments
 
 
 
Notional amount
December 31 (In millions)
 
2011 
 
 
2010 
 
 
 
 
 
 
Ordinary course of business lending commitments(a)
$
3,756 
 
$
3,853 
Unused revolving credit lines (b)
 
 
 
 
 
    Commercial(c)
 
18,757 
 
 
21,314 
    Consumer - principally credit cards
 
257,646 
 
 
227,006 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Excluded investment commitments of $2,064 million and  $1,990 million as of December 31, 2011 and 2010, respectively.
 
(b)  
Excluded inventory financing arrangements, which may be withdrawn at our option, of $12,354 million and $12,303 million as of December 31, 2011 and 2010, respectively.
 
(c)  
Included commitments of $14,057 million and $16,243 million as of December 31, 2011 and 2010, respectively, associated with secured financing arrangements that could have increased to a maximum of $17,344 million and $20,268 million at December 31, 2011 and 2010, respectively, based on asset volume under the arrangement.
 

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. 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 $296,000 million, approximately 98% or $290,000 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 remaining derivative activities primarily relate to hedging against adverse changes in currency exchange rates and commodity prices related to anticipated sales and purchases and contracts containing certain clauses which meet the accounting definition of a derivative. 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 currently, 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 currently in earnings for both the derivative and the transaction, the economic hedge does not require hedge accounting.

 
(102)

 

The following table provides information about the fair value of our derivatives, by contract type, separating those accounted for as hedges and those that are not.

(In millions)
At December 31, 2011
 
At December 31, 2010
 
Fair value
 
Fair value
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Derivatives accounted for as hedges
 
 
 
 
 
 
 
 
 
 
 
   Interest rate contracts
$
9,288 
 
$
1,048 
 
$
5,885 
 
$
2,674 
   Currency exchange contracts
 
4,144 
 
 
3,088 
 
 
2,915 
 
 
2,402 
   Other contracts
 
 –
 
 
 –
 
 
 –
 
 
 –
 
 
13,432 
 
 
4,136 
 
 
8,800 
 
 
5,076 
Derivatives not accounted for as hedges
 
 
 
 
 
 
 
 
 
 
 
   Interest rate contracts
 
314 
 
 
241 
 
 
294 
 
 
551 
   Currency exchange contracts
 
1,001 
 
 
123 
 
 
1,281 
 
 
653 
   Other contracts
 
71 
 
 
22 
 
 
274 
 
 
50 
 
 
1,386 
 
 
386 
 
 
1,849 
 
 
1,254 
 
 
 
 
 
 
 
 
 
 
 
 
Netting adjustments(a)
 
(3,009)
 
 
(2,998)
 
 
(3,644)
 
 
(3,635)
 
 
 
 
 
 
 
 
 
 
 
 
Cash collateral(b)(c)
 
(2,310)
 
 
(1,027)
 
 
(2,043)
 
 
(1,385)
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
9,499 
 
$
497 
 
$
4,962 
 
$
1,310 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives are classified in the captions “Other assets” 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 included fair value adjustments related to our own and counterparty non-performance risk. At December 31, 2011 and 2010, the cumulative adjustment for non-performance risk was a loss of $11 million and $9 million, respectively.
 
(b)  
Excludes excess collateralization of $579 million at December 31, 2011 and an insignificant amount at December 31, 2010.
 
(c)  
Excludes securities pledged to us as collateral of $10,346 million and $5,335 million at December 31, 2011 and 2010, 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. The following table provides information about the earnings effects of our fair value hedging relationships for the years ended December 31, 2011 and 2010.

 
Year ended December 31,
 
Year ended December 31,
 
2011 
 
2010 
(In millions)
Gain (loss)
 
Gain (loss)
 
Gain (loss)
 
Gain (loss)
 
on hedging
 
on hedged
 
on hedging
 
on hedged
 
derivatives
 
items
 
derivatives
 
items
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
$
5,867 
 
$
(6,315)
 
$
2,387 
 
$
 (2,924)
Currency exchange contracts
 
119 
 
 
(144)
 
 
47 
 
 
 (60)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value hedges resulted in $(473) million and $(550) million of ineffectiveness in 2011 and 2010, respectively. In both 2011 and 2010, there were insignificant amounts excluded from the assessment of effectiveness.
 


 
(103)

 

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.

The following table provides information about the amounts recorded in AOCI, as well as the gain (loss) recorded in earnings, primarily in interest, when reclassified out of AOCI, for the years ended December 31, 2011 and 2010.
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) reclassified
 
Gain (loss) recognized in AOCI for
 
from AOCI into earnings for
 
the year ended December 31,
 
the year ended December 31,
(In millions)
2011 
 
2010 
 
2011 
 
2010 
 
 
 
     
 
 
 
 
 
   
 
 
Cash flow hedges
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
$
(401)
 
$
(602)
 
$
(828)
 
$
(1,359)
Currency exchange contracts
 
(338)
 
 
(415)
 
 
(487)
 
 
(377)
Commodity contracts
 
– 
 
 
 
 
 –
 
 
 –
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
(739)
 
$
(1,012)
 
$
(1,315)
 
$
(1,736)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The total pre-tax amount in AOCI related to cash flow hedges of forecasted transactions was a $1,509 million loss at December 31, 2011. We expect to transfer $605 million to earnings as an expense in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. In 2011, 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, 2011 and 2010, the maximum term of derivative instruments that hedge forecasted transactions was 1 years and 2 years, respectively.
 

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 are both reflected in earnings each reporting period. These amounts are primarily reported in revenues from services and totaled $31 million and $16 million for the years ended December 31, 2011 and 2010, respectively.

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. 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.

The following table provides information about the amounts recorded in AOCI for the years ended December 31, 2011 and 2010, as well as the gain (loss) recorded in revenues from services when reclassified out of AOCI.

 
 
 
 
 
 
 
 
 
Gain (loss) recognized in CTA for
 
Gain (loss) reclassified from CTA for
 
the year ended December 31,
 
the year ended December 31,
(In millions)
2011 
 
2010 
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment hedges
 
 
 
 
 
 
 
 
 
 
 
Currency exchange contracts
$
1,201 
 
$
(1,970)
 
$
(716)
 
$
56 
 
 
 
 
 
 
 
 
 
 
 
 

The amounts related to the change in the fair value of the forward points that are excluded from the measure of effectiveness were $(1,339) million and $(906) million for the years ended December 31, 2011 and 2010, respectively, and are recorded in interest.


 
(104)

 

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. Losses for the year ended December 31, 2011 on derivatives not designated as hedges were $(646) million composed of amounts related to interest rate contracts of $(5) million, currency exchange contracts of $(666) million, and other derivatives of $25 million. These losses were more than offset by the earnings effects from the underlying items that were economically hedged. Losses for the year ended December 31, 2010 on derivatives not designated as hedges, without considering the offsetting earnings effects from the item representing the economic risk exposure, were $(528) million composed of amounts related to interest rate contracts of $214 million, currency exchange contracts of $(763) million, and other derivatives of $21 million.
 
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. Treasuries) when our receivable due from the counterparty, measured at current market value, exceeds a specified limit. At December 31, 2011, our exposure to counterparties, including interest due, net of collateral we hold, was $644 million. The fair value of such collateral was $12,679 million, of which $2,333 million was cash and $10,346 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 $1,111 million at December 31, 2011.

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. The net amount relating to our derivative liability subject to these provisions, after consideration of collateral posted by us, and outstanding interest payments, was $880 million at December 31, 2011.
 

NOTE 16. SUPPLEMENTAL INFORMATION ABOUT THE CREDIT QUALITY OF FINANCING RECEIVABLES AND ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES
 
We provide further detailed information about the credit quality of our Commercial, Real Estate and Consumer financing receivables portfolios. 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 nonearning data as key performance indicators. The categories used within this section such as impaired loans, 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 nonearning and delinquent are defined by us and are used in our process for managing our financing receivables. Definitions of these categories are provided in Note 1.
 

 
(105)

 


COMMERCIAL
 
Financing Receivables and Allowance for Losses
 
The following table provides further information about general and specific reserves related to Commercial financing receivables.
 

Commercial
Financing receivables at
 
December 31,
 
December 31,
(In millions)
2011 
 
2010 
 
 
 
 
 
 
CLL
 
 
 
 
 
    Americas(a)
$
80,505 
 
$
88,558 
    Europe
 
36,899 
 
 
37,498 
    Asia
 
11,635 
 
 
11,943 
    Other(a)
 
436 
 
 
664 
Total CLL
 
129,475 
 
 
138,663 
 
 
 
 
 
 
Energy Financial Services
 
5,912 
 
 
7,011 
 
 
 
 
 
 
GECAS
 
11,901 
 
 
12,615 
 
 
 
 
 
 
Other
 
1,282 
 
 
1,788 
 
 
 
 
 
 
Total Commercial financing receivables, before allowance for losses
$
148,570 
 
$
160,077 
 
 
 
 
 
 
Non-impaired financing receivables
$
142,908 
 
$
154,257 
General reserves
 
718 
 
 
1,014 
 
 
 
 
 
 
Impaired loans
 
5,662 
 
 
5,820 
Specific reserves
 
812 
 
 
1,031 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
During 2011, we transferred our Railcar lending and leasing portfolio from CLL Other to CLL Americas. Prior-period amounts were reclassified to conform to the current-period presentation.
 

Past Due Financing Receivables
 
The following table displays payment performance of Commercial financing receivables.
 

 
 
At
 
Commercial
 
December 31, 2011
 
 
December 31, 2010
 
 
 
Over 30 days
 
 
Over 90 days
 
 
Over 30 days
 
 
Over 90 days
 
 
 
past due
 
 
past due
 
 
past due
 
 
past due
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
    Americas
 
1.3 
%
 
0.8 
%
 
1.2 
%
 
0.8 
%
    Europe
 
3.8 
 
 
2.1 
 
 
4.2 
 
 
2.3 
 
    Asia
 
1.3 
 
 
1.0 
 
 
2.2 
 
 
1.4 
 
    Other
 
2.0 
 
 
0.1 
 
 
2.4 
 
 
1.2 
 
Total CLL
 
2.0 
 
 
1.2 
 
 
2.1 
 
 
1.3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial Services
 
0.3 
 
 
0.3 
 
 
0.9 
 
 
0.8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
3.7 
 
 
3.5 
 
 
5.8 
 
 
5.5 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
2.0 
 
 
1.1 
 
 
2.0 
 
 
1.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
(106)

 

Nonaccrual Financing Receivables
 
The following table provides further information about Commercial financing receivables that are classified as nonaccrual. Of our $4,718 million and $5,463 million of nonaccrual financing receivables at December 31, 2011 and December 31, 2010, respectively, $1,227 million and $1,016 million are currently paying in accordance with their contractual terms, respectively.
 

Commercial
Nonaccrual financing
 
Nonearning financing
 
 
receivables at
 
receivables at
 
 
December 31,
 
December 31,
 
December 31,
 
December 31,
 
(Dollars in millions)
2011 
 
2010 
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
    Americas
$
2,417 
 
$
3,208 
 
$
1,862 
 
$
2,573 
 
    Europe
 
1,599 
 
 
1,415 
 
 
1,167 
 
 
1,241 
 
    Asia
 
428 
 
 
616 
 
 
269 
 
 
406 
 
    Other
 
68 
 
 
 
 
11 
 
 
 
Total CLL
 
4,512 
 
 
5,246 
 
 
3,309 
 
 
4,226 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial Services
 
22 
 
 
78 
 
 
22 
 
 
62 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
69 
 
 
– 
 
 
55 
 
 
– 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
115 
 
 
139 
 
 
65 
 
 
102 
 
Total
$
4,718 
 
$
5,463 
 
$
3,451 
 
$
4,390 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for losses percentage
 
32.4 
%
 
37.4 
%
 
44.3 
%
 
46.6 
%
 
 
 
 
 
 
 
 
 
 
 
 
 

 
(107)

 


Impaired Loans
 
The following table provides information about loans classified as impaired and specific reserves related to Commercial.
 

Commercial(a)
With no specific allowance
 
With a specific allowance
 
 
Recorded
 
Unpaid
 
Average
 
 
Recorded
 
Unpaid
 
 
 
Average
 
investment
 
principal
 
investment in
 
investment
 
principal
 
Associated
 
investment in
(In millions)
in loans
 
balance
 
loans
 
in loans
 
balance
 
allowance
 
loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Americas
$
2,136 
 
$
2,219 
 
$
2,128 
 
$
1,367 
 
$
1,415 
 
$
425 
 
$
1,468 
    Europe
 
936 
 
 
1,060 
 
 
1,001 
 
 
730 
 
 
717 
 
 
263 
 
 
602 
    Asia
 
85 
 
 
83 
 
 
94 
 
 
156 
 
 
128 
 
 
84 
 
 
214 
    Other
 
54 
 
 
58 
 
 
13 
 
 
11 
 
 
11 
 
 
 
 
Total CLL
 
3,211 
 
 
3,420 
 
 
3,236 
 
 
2,264 
 
 
2,271 
 
 
774 
 
 
2,289 
Energy Financial Services
 
 
 
 
 
20 
 
 
18 
 
 
18 
 
 
 
 
87 
GECAS
 
28 
 
 
28 
 
 
59 
 
 
– 
 
 
– 
 
 
– 
 
 
11 
Other
 
62 
 
 
63 
 
 
67 
 
 
75 
 
 
75 
 
 
29 
 
 
97 
Total
$
3,305 
 
$
3,515 
 
$
3,382 
 
$
2,357 
 
$
2,364 
 
$
812 
 
$
2,484 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Americas
$
2,030 
 
$
2,127 
 
$
1,547 
 
$
1,699 
 
$
1,744 
 
$
589 
 
$
1,754 
    Europe
 
802 
 
 
674 
 
 
629 
 
 
566 
 
 
566 
 
 
267 
 
 
563 
    Asia
 
119 
 
 
117 
 
 
117 
 
 
338 
 
 
303 
 
 
132 
 
 
334 
    Other
 
– 
 
 
– 
 
 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
Total CLL
 
2,951 
 
 
2,918 
 
 
2,302 
 
 
2,603 
 
 
2,613 
 
 
988 
 
 
2,651 
Energy Financial Services
 
54 
 
 
61 
 
 
76 
 
 
24 
 
 
24 
 
 
 
 
70 
GECAS
 
24 
 
 
24 
 
 
50 
 
 
– 
 
 
– 
 
 
– 
 
 
31 
Other
 
58 
 
 
57 
 
 
30 
 
 
106 
 
 
99 
 
 
37 
 
 
82 
Total
$
3,087 
 
$
3,060 
 
$
2,458 
 
$
2,733 
 
$
2,736 
 
$
1,031 
 
$
2,834 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
We recognized $193 million and $88 million of interest income, including $59 million and $39 million on a cash basis, for the years ended December 31, 2011 and 2010, respectively, principally in our CLL Americas business. The total average investment in impaired loans for the years ended December 31, 2011 and 2010 was $5,866 million and $5,292 million, respectively.
 

Impaired loans classified as TDRs in our CLL business were $3,642 million and $2,911 million at December 31, 2011 and 2010, respectively, and were primarily attributable to CLL Americas ($2,746 million and $2,347 million, respectively). For the year ended December 31, 2011, we modified $1,856 million of loans classified as TDRs, primarily in CLL Americas ($1,105 million) and CLL EMEA ($646 million). Changes to these loans primarily included debt to equity exchange, extensions, interest only payment periods and forbearance or other actions, which are in addition to, or sometimes in lieu of, fees and rate increases. Of our modifications classified as TDRs in the last year, $101 million have subsequently experienced a payment default.

 
(108)

 


Credit Quality Indicators
 
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, statistically validated approach to evaluate risk in our financing receivables portfolios. In deriving our internal risk ratings, we stratify our Commercial portfolios into twenty-one 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 are 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 validation controls. The frequency of rating updates is set by our credit risk policy, which requires annual Audit Committee approval. The models are updated on a regular basis and statistically validated annually, or more frequently as circumstances warrant.

The table below summarizes our Commercial financing receivables by risk category. As described above, financing receivables are assigned one of twenty-one 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 which 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 which 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.

 
(109)

 


Commercial
Secured
(In millions)
A
 
B
 
C
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
    Americas(a)
$
73,103 
 
$
2,816 
 
$
4,586 
 
$
80,505 
    Europe
 
33,481 
 
 
1,080 
 
 
1,002 
 
 
35,563 
    Asia
 
10,644 
 
 
116 
 
 
685 
 
 
11,445 
    Other(a)
 
345 
 
 
– 
 
 
91 
 
 
436 
Total CLL
 
117,573 
 
 
4,012 
 
 
6,364 
 
 
127,949 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial Services
 
5,727 
 
 
24 
 
 
18 
 
 
5,769 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
10,881 
 
 
970 
 
 
50 
 
 
11,901 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
1,282 
 
 
– 
 
 
– 
 
 
1,282 
Total
$
135,463 
 
$
5,006 
 
$
6,432 
 
$
146,901 

December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
 
 
 
 
 
 
 
 
 
 
 
    Americas(a)
$
78,939 
 
$
4,103 
 
$
5,516 
 
$
88,558 
    Europe
 
33,642 
 
 
840 
 
 
1,262 
 
 
35,744 
    Asia
 
10,777 
 
 
199 
 
 
766 
 
 
11,742 
    Other(a)
 
544 
 
 
66 
 
 
54 
 
 
664 
Total CLL
 
123,902 
 
 
5,208 
 
 
7,598 
 
 
136,708 
 
 
 
 
 
 
 
 
 
 
 
 
Energy Financial Services
 
6,775 
 
 
183 
 
 
53 
 
 
7,011 
 
 
 
 
 
 
 
 
 
 
 
 
GECAS
 
11,034 
 
 
1,193 
 
 
388 
 
 
12,615 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
1,788 
 
 
– 
 
 
– 
 
 
1,788 
Total
$
143,499 
 
$
6,584 
 
$
8,039 
 
$
158,122 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
During 2011, we transferred our Railcar lending and leasing portfolio from CLL Other to CLL Americas. Prior-period amounts were reclassified to conform to the current-period presentation.
 

For our secured financing receivables portfolio, our collateral position and ability to work out problem accounts mitigates 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 nonearning or impaired.

Substantially all of our unsecured Commercial financing receivables portfolio is attributable to our Interbanca S.p.A. and GE Sanyo Credit acquisitions in Europe and Asia, respectively. At December 31, 2011 and December 31, 2010, these financing receivables included $325 million and $208 million rated A, $748 million and $964 million rated B, and $596 million and $783 million rated C, respectively.

 
(110)

 


REAL ESTATE
 

Financing Receivables and Allowance for Losses
 
The following table provides further information about general and specific reserves related to Real Estate financing receivables.
 

Real Estate
Financing receivables at
 
 
 
December 31,
 
 
December 31,
 
(In millions)
 
2011 
 
 
2010 
 
 
 
 
 
 
 
 
Debt
$
24,501 
 
$
30,249 
 
Business Properties
 
8,248 
 
 
9,962 
 
 
 
 
 
 
 
 
Total Real Estate financing receivables, before allowance for losses
$
32,749 
 
$
40,211 
 
 
 
 
 
 
 
 
Non-impaired financing receivables
$
24,002 
 
$
30,394 
 
General reserves
 
267 
 
 
338 
 
 
 
 
 
 
 
 
Impaired loans
 
8,747 
 
 
9,817 
 
Specific reserves
 
822 
 
 
1,150 
 
 
 
 
 
 
 
 

Past Due Financing Receivables
 
The following table displays payment performance of Real Estate financing receivables.
 

 
At
 
Real Estate
 
December 31, 2011
 
 
December 31, 2010
 
 
 
Over 30 days
 
Over 90 days
 
 
Over 30 days
 
Over 90 days
 
 
 
past due
 
past due
 
 
past due
 
past due
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
2.4 
%
 
2.3 
%
 
4.3 
%
 
4.1 
%
Business Properties
 
3.9 
 
 
3.0 
 
 
4.6 
 
 
3.9 
 
Total
 
2.8 
 
 
2.5 
 
 
4.4 
 
 
4.0 
 

Nonaccrual Financing Receivables
 
The following table provides further information about Real Estate financing receivables that are classified as nonaccrual. Of our $6,949 million and $9,719 million of nonaccrual financing receivables at December 31, 2011 and December 31, 2010, respectively, $6,061 million and $7,888 million are currently paying in accordance with their contractual terms, respectively.
 

Real Estate
Nonaccrual financing
 
Nonearning financing
 
 
receivables at
 
receivables at
 
 
December 31,
 
December 31,
 
December 31,
 
December 31,
 
(Dollars in millions)
2011 
 
2010 
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
$
6,351 
 
$
9,039 
 
$
541 
 
$
961 
 
Business Properties
 
598 
 
 
680 
 
 
249 
 
 
386 
 
Total
$
6,949 
 
$
9,719 
 
$
790 
 
$
1,347 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for losses percentage
 
15.7 
%
 
15.3 
%
 
137.8 
%
 
110.5 
%
 
 
 
 
 
 
 
 
 
 
 
 
 

 
(111)

 


Impaired Loans
 
The following table provides information about loans classified as impaired and specific reserves related to Real Estate.
 

Real Estate(a)
With no specific allowance
 
With a specific allowance
 
Recorded
 
Unpaid
 
Average
 
Recorded
 
Unpaid
 
 
 
Average
 
investment
 
principal
 
investment
 
investment
 
principal
 
Associated
 
investment
(In millions)
in loans
 
balance
 
in loans
 
in loans
 
balance
 
allowance
 
in loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
$
3,558 
 
$
3,614 
 
$
3,568 
 
$
4,560 
 
$
4,652 
 
$
717 
 
$
5,435 
Business Properties
 
232 
 
 
232 
 
 
215 
 
 
397 
 
 
397 
 
 
105 
 
 
460 
Total
$
3,790 
 
$
3,846 
 
$
3,783 
 
$
4,957 
 
$
5,049 
 
$
822 
 
$
5,895 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
$
2,814 
 
$
2,873 
 
$
1,598 
 
$
6,323 
 
$
6,498 
 
$
1,007 
 
$
6,116 
Business Properties
 
191 
 
 
213 
 
 
141 
 
 
489 
 
 
476 
 
 
143 
 
 
382 
Total
$
3,005 
 
$
3,086 
 
$
1,739 
 
$
6,812 
 
$
6,974 
 
$
1,150 
 
$
6,498 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
We recognized $399 million and $189 million of interest income, including $339 million and $189 million on a cash basis, for the years ended December 31, 2011 and 2010, respectively, principally in our Real Estate-Debt portfolio. The total average investment in impaired loans for the years ended December 31, 2011 and 2010 was $9,678 million and $8,237 million, respectively.
 

Real Estate TDRs increased from $4,866 million at December 31, 2010 to $7,006 million at December 31, 2011, primarily driven by loans scheduled to mature during 2011, some of which were modified during 2011 and classified as TDRs upon modification. 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, 2011, we modified $3,965 million of loans classified as TDRs, substantially all in our Debt portfolio. Changes to these loans primarily included maturity extensions, principal payment acceleration, changes to collateral or covenant terms and cash sweeps, which are in addition to, or sometimes in lieu of, fees and rate increases. Of our modifications classified as TDRs in the last year, $140 million have subsequently experienced a payment default.

Credit Quality Indicators
 
Due to the primarily non-recourse nature of our Debt portfolio, loan-to-value ratios provide the best indicators of the credit quality of the portfolio. By contrast, the credit quality of the Business Properties 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.

 
Loan-to-value ratio at
 
December 31, 2011
 
December 31, 2010
 
Less than
 
80% to
 
Greater than
 
Less than
 
80% to
 
Greater than
(In millions)
80%
 
95%
 
95%
 
80%
 
95%
 
95%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
$
14,454 
 
$
4,593 
 
$
5,454 
 
$
12,362 
 
$
9,392 
 
$
8,495 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Internal Risk Rating at
 
December 31, 2011
 
December 31, 2010
(In millions)
A
 
B
 
C
 
A
 
B
 
C
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Properties
$
7,628 
 
$
110 
 
$
510 
 
$
8,746 
 
$
437 
 
$
779 


 
(112)

 

Within Real Estate-Debt, these financing receivables are primarily concentrated in our North American and European Lending platforms and are secured by various property types. A substantial majority of the Real Estate-Debt financing receivables with loan-to-value ratios greater than 95% are paying in accordance with contractual terms. Substantially all of these loans and substantially all of the Real Estate-Business Properties financing receivables included in Category C are impaired loans which are subject to the specific reserve evaluation process described in Note 1. 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, 2011, our U.S. consumer financing receivables included private-label credit card and sales financing for approximately 56 million customers across the U.S. with no metropolitan area accounting for more than 5% of the portfolio. Of the total U.S. consumer financing receivables, approximately 65% relate to credit card loans, which are often subject to profit and loss sharing arrangements with the retailer (which are recorded in revenues), and the remaining 35% are sales finance receivables, which provide financing to customers in areas such as electronics, recreation, medical and home improvement.

 
Financing Receivables and Allowance for Losses
 
The following table provides further information about general and specific reserves related to Consumer financing receivables.
 

Consumer
Financing receivables at
 
December 31,
 
December 31,
(In millions)
2011 
 
2010 
 
 
 
 
 
 
Non-U.S. residential mortgages
$
36,170 
 
$
40,011 
Non-U.S. installment and revolving credit
 
18,544 
 
 
20,132 
U.S. installment and revolving credit
 
46,689 
 
 
43,974 
Non-U.S. auto
 
5,691 
 
 
7,558 
Other
 
7,244 
 
 
8,304 
Total Consumer financing receivables, before allowance for losses
$
114,338 
 
$
119,979 
 
 
 
 
 
 
Non-impaired financing receivables
$
111,233 
 
$
117,431 
General reserves
 
3,014 
 
 
3,945 
 
 
 
 
 
 
Impaired loans
 
3,105 
 
 
2,548 
Specific reserves
 
717 
 
 
555 
 
 
 
 
 
 
 
 
 
 
 
 

Past Due Financing Receivables
 
The following table displays payment performance of Consumer financing receivables.
 

 
 
At
 
Consumer
 
December 31, 2011
 
 
December 31, 2010
 
 
 
Over 30 days
 
 
Over 90 days
 
 
Over 30 days
 
 
Over 90 days
 
 
 
past due
 
 
past due(a)
 
 
past due
 
 
past due(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. residential mortgages
 
13.4 
%
 
8.8 
%
 
13.7 
%
 
8.8 
%
Non-U.S. installment and revolving credit
 
4.1 
 
 
1.2 
 
 
4.5 
 
 
1.3 
 
U.S. installment and revolving credit
 
5.0 
 
 
2.2 
 
 
6.2 
 
 
2.8 
 
Non-U.S. auto
 
3.1 
 
 
0.5 
 
 
3.3 
 
 
0.6 
 
Other
 
3.5 
 
 
2.0 
 
 
4.2 
 
 
2.3 
 
Total
 
7.3 
 
 
4.0 
 
 
8.1 
 
 
4.4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Included $45 million and $65 million of loans at December 31, 2011 and December 31, 2010, respectively, which are over 90 days past due and accruing interest, mainly representing accretion on loans acquired at a discount.
 
 
 

 
(113)

 

Nonaccrual Financing Receivables
 
The following table provides further information about Consumer financing receivables that are classified as nonaccrual.
 

 
Nonaccrual financing
 
Nonearning financing
 
Consumer
receivables at
 
receivables at
 
 
December 31,
 
December 31,
 
December 31,
 
December 31,
 
(Dollars in millions)
2011 
 
2010 
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. residential mortgages
$
3,475 
 
$
3,986 
 
$
3,349 
 
$
3,738 
 
Non-U.S. installment and revolving credit
 
321 
 
 
302 
 
 
263 
 
 
289 
 
U.S. installment and revolving credit
 
990 
 
 
1,201 
 
 
990 
 
 
1,201 
 
Non-U.S. auto
 
43 
 
 
46 
 
 
43 
 
 
46 
 
Other
 
487 
 
 
600 
 
 
419 
 
 
478 
 
Total
$
5,316 
 
$
6,135 
 
$
5,064 
 
$
5,752 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for losses percentage
 
70.2 
%
 
73.3 
%
 
73.7 
%
 
78.2 
%
 
 
 
 
 
 
 
 
 
 
 
 
 

Impaired Loans
 
The vast majority of our Consumer nonaccrual financing receivables are smaller balance homogeneous loans evaluated collectively, by portfolio, for impairment and therefore are outside the scope of the disclosure requirement for impaired loans. Accordingly, 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 $3,105 million (with an unpaid principal balance of $2,679 million) and comprised $69 million with no specific allowance, primarily all in our Consumer–Other portfolio, and $3,036 million with a specific allowance of $717 million at December 31, 2011. The impaired loans with a specific allowance included $369 million with a specific allowance of $102 million in our Consumer–Other portfolio and $2,667 million with a specific allowance of $615 million across the remaining Consumer business and had an unpaid principal balance and average investment of $2,244 million and $2,343 million, respectively, at December 31, 2011. We recognized $141 million and $114 million of interest income, including $15 million and $30 million on a cash basis, for the years ended December 31, 2011 and 2010, respectively, principally in our Consumer–Non-U.S. and U.S. installment and revolving credit portfolios. The total average investment in impaired loans for the years ended December 31, 2011 and 2010 was $2,840 million and $2,009 million, respectively.

Impaired loans classified as TDRs in our Consumer business were $2,935 million and $2,256 million at December 31, 2011 and 2010, 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, 2011, we modified $1,970 million of consumer loans for borrowers experiencing financial difficulties, which are classified as TDRs, and included $1,020 million of non-U.S. consumer loans, primarily residential mortgages, credit cards and personal loans and approximately $950 million of credit card loans in the U.S. 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. For loans modified as TDRs in the last year, $251 million have subsequently experienced a payment default, primarily in our U.S. credit card and non-U.S. residential mortgage portfolios.

Credit Quality Indicators
 
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.


 
(114)

 

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. The table below provides additional information about our non-U.S. residential mortgages based on loan-to-value ratios.
 

 
Loan-to-value ratio at
 
December 31, 2011
 
December 31, 2010
 
80% or
 
Greater than
 
Greater than
 
80% or
 
Greater than
 
Greater than
(In millions)
less
 
80% to 90%
 
90%
 
less
 
80% to 90%
 
90%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. residential mortgages
$
20,379 
 
$
6,145 
 
$
9,646 
 
$
22,403 
 
$
7,023 
 
$
10,585 

The majority of these financing receivables are in our U.K. and France portfolios and have re-indexed loan-to-value ratios of 84% and 56%, respectively. We have third-party mortgage insurance for approximately 68% of the balance of Consumer non-U.S. residential mortgage loans with loan-to-value ratios greater than 90% at December 31, 2011. Such loans were primarily originated in the U.K. and France.

Installment and Revolving Credit
 
For our unsecured lending products, including the non-U.S. and U.S. installment and revolving credit and non-U.S. auto portfolios, we assess overall credit quality using internal and external credit scores. Our internal credit scores imply a probability of default which we consistently translate into three approximate credit bureau equivalent credit score categories, including (a) 681 or higher which are considered the strongest credits; (b) 615 to 680, considered moderate credit risk; and (c) 614 or less, which are considered weaker credits.
 

 
Internal ratings translated to approximate credit bureau equivalent score at
 
December 31, 2011
 
December 31, 2010
 
681 or
 
615 to
 
614 or
 
681 or
 
615 to
 
614 or
(In millions)
higher
 
680 
 
less
 
higher
 
680 
 
less
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-U.S. installment and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    revolving credit
$
9,913 
 
$
4,838 
 
$
3,793 
 
$
10,192 
 
$
5,749 
 
$
4,191 
U.S. installment and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    revolving credit
 
28,918 
 
 
9,398 
 
 
8,373 
 
 
25,940 
 
 
8,846 
 
 
9,188 
Non-U.S. auto
 
3,927 
 
 
1,092 
 
 
672 
 
 
5,379 
 
 
1,330 
 
 
849 

Of those financing receivable accounts with credit bureau equivalent scores of 614 or less at December 31, 2011, 95% relate to installment and revolving credit accounts. These smaller balance accounts 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. (which are often subject to profit and loss sharing arrangements), 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
 
Secured lending in Consumer – Other comprises loans to small and medium-sized enterprises predominantly secured by auto and equipment, inventory finance and cash flow loans. 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, 2011, Consumer – Other financing receivables of $5,580 million, $757 million and $907 million were rated A, B, and C, respectively. At December 31, 2010, Consumer – Other financing receivables of $6,415 million, $822 million and $1,067 million were rated A, B, and C, respectively.

 
(115)

 


NOTE 17. VARIABLE INTEREST ENTITIES
 
We securitize financial assets and arrange other forms of asset-backed financing in the ordinary course of business. The securitization transactions we engage in are similar to those used by many financial institutions. These securitization transactions serve as alternative funding sources for a variety of diversified lending and securities transactions. Historically, we have used both GECC-supported and third-party VIEs to execute off-balance sheet securitization transactions funded in the commercial paper and term markets. The largest group of VIEs that we are involved with are former QSPEs, which under guidance in effect through December 31, 2009 were excluded from the scope of consolidation standards based on their characteristics. 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 2011 or 2010.

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 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 VIEs 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 are funded by the issuance of GICs. These entities were consolidated in 2003. Since 2004, GECC has fully guaranteed repayment of these entities’ GIC obligations. If the long-term credit rating of GECC were to fall below AA-/Aa3 or its short-term credit rating were to fall below A-1+/P-1, certain GIC holders could require immediate repayment of their investment.  To the extent that amounts due exceed the ultimate value of proceeds realized from Trinity assets, GECC would be required to provide such excess amount. The entities ceased issuing new investment contracts beginning in the first quarter of 2010. In 2011, we determined that the letters of credit were no longer required and were terminated on December 6, 2011.

·  
Consolidated Securitization Entities (CSEs) comprise primarily our former off-book QSPEs that were consolidated on January 1, 2010 in connection with our adoption of ASU 2009-16 & 17. These entities were created to facilitate securitization of financial assets and other forms of asset-backed financing which serve as an alternative funding source by providing access to the commercial paper and term markets. The securitization transactions executed with these entities are similar to those used by many financial institutions and substantially all are non-recourse. We provide servicing for substantially all of the assets in these entities.

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.


 
(116)

 

·  
Other remaining assets and liabilities of consolidated VIEs relate primarily to three categories of entities: (1) enterprises we acquired that had previously created asset-backed financing entities to fund commercial, middle-market and equipment loans; we are the collateral manager for these entities; (2) joint ventures that lease light industrial equipment; and (3) other entities that are involved in power generating and leasing activities.

The table below summarizes the assets and liabilities of consolidated VIEs described above.

 
 
 
Consolidated Securitization Entities (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit
 
 
 
 
 
 
 
Trade
 
 
 
 
 
 
(In millions)
Trinity
 
Cards(b)(c)
 
Equipment(c)(d)
 
Real Estate
 
Receivables
 
Other(d)
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets(e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing receivables, net
$
– 
 
$
19,229 
 
$
10,523 
 
$
3,521 
 
$
1,614 
 
$
2,973 
 
$
37,860 
Investment securities
 
4,289 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
4,289 
Other assets
 
389 
 
 
17 
 
 
283 
 
 
210 
 
 
– 
 
 
1,746 
 
 
2,645 
Total
$
4,678 
 
$
19,246 
 
$
10,806 
 
$
3,731 
 
$
1,614 
 
$
4,719 
 
$
44,794 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities(e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings
$
– 
 
$
– 
 
$
 
$
25 
 
$
– 
 
$
804 
 
$
831 
Non-recourse borrowings
 
– 
 
 
14,184 
 
 
8,166 
 
 
3,659 
 
 
1,769 
 
 
980 
 
 
28,758 
Other liabilities
 
4,456 
 
 
37 
 
 
– 
 
 
19 
 
 
23 
 
 
299 
 
 
4,834 
Total
$
4,456 
 
$
14,221 
 
$
8,168 
 
$
3,703 
 
$
1,792 
 
$
2,083 
 
$
34,423 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets(e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing receivables, net
$
– 
 
$
20,570 
 
$
9,431 
 
$
4,233 
 
$
1,882 
 
$
3,356 
 
$
39,472 
Investment securities
 
5,706 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
– 
 
 
5,706 
Other assets
 
283 
 
 
17 
 
 
234 
 
 
209 
 
 
99 
 
 
2,047 
 
 
2,889 
Total
$
5,989 
 
$
20,587 
 
$
9,665 
 
$
4,442 
 
$
1,981 
 
$
5,403 
 
$
48,067 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities(e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings
$
– 
 
$
– 
 
$
184 
 
$
25 
 
$
– 
 
$
906 
 
$
1,115 
Non-recourse borrowings
 
– 
 
 
12,824 
 
 
8,091 
 
 
4,294 
 
 
2,970 
 
 
1,265 
 
 
29,444 
Other liabilities
 
5,690 
 
 
132 
 
 
 
 
 
 
– 
 
 
243 
 
 
6,077 
Total
$
5,690 
 
$
12,956 
 
$
8,283 
 
$
4,323 
 
$
2,970 
 
$
2,414 
 
$
36,636 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Includes entities consolidated on January 1, 2010 by the initial application of ASU 2009-16 & 17. On January 1, 2010, we consolidated financing receivables of $39,463 million and investment securities of $1,015 million and non-recourse borrowings of $36,112 million. At December 31, 2011, financing receivables of $30,730 million and non-recourse borrowings of $24,502 million remained outstanding in respect of those entities.
 
(b)  
In February 2011, the capital structure of one of our consolidated credit card securitization entities changed and it is now consolidated under the voting interest model and accordingly is no longer reported in the table above. The entity’s assets and liabilities at December 31, 2010 were $2,875 million and $525 million, respectively.
 
(c)  
We provide servicing to the CSEs and are contractually permitted to commingle cash collected from customers on financing receivables sold to investors with our own cash prior to payment to a CSE provided our short-term credit rating does not fall below levels specified in our securitization agreements.  We are also owed amounts from the CSEs related to purchased financial assets which have yet to be funded or available excess cash flows due to GE. At December 31, 2011, the amounts owed to the CSEs and receivable from the CSEs were $5,655 million and $5,165 million, respectively.
 
(d)  
In certain transactions entered into prior to December 31, 2004, we provided contractual credit and liquidity support to third parties who funded the purchase of securitized or participated interests in assets. In December 2011, a third party required that we pay $816 million under these arrangements to purchase an asset. At December 31, 2011, we have no remaining credit or liquidity support obligations to these entities.
 
(e)  
Asset amounts exclude intercompany receivables for cash collected on behalf of the entities by GE 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.
 

Revenues from services from our consolidated VIEs were $5,739 million and $6,717 million in 2011 and 2010, respectively. Related expenses consisted primarily of provisions for losses of $1,146 million and $1,596 million in 2011 and 2010, respectively, and interest of $593 million and $765 million in 2011 and 2010, respectively. These amounts do not include intercompany revenues and costs, principally fees and interest between GECC and the VIEs, which are eliminated in consolidation.


 
(117)

 

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.

The largest unconsolidated VIE with which we are involved is Penske Truck Leasing (PTL), a joint venture and limited partnership formed in 1988 between Penske Truck Leasing Corporation (PTLC) and GE. PTLC is the sole general partner of PTL and an indirect wholly-owned subsidiary of Penske Corporation. PTL is engaged in truck leasing and support services, including full-service leasing, dedicated logistics support and contract maintenance programs, as well as rental operations serving commercial and consumer customers. At December 31, 2011, our investment of $7,038 million primarily comprised a 49.9% partnership interest of $889 million and loans and advances of $6,113 million. GECC continues to provide loans under long-term revolving credit and letter of credit facilities to PTL.

Other significant exposures to unconsolidated VIEs at December 31, 2011 include an investment in asset-backed securities issued by a senior secured loan fund ($4,009 million); investments in real estate entities ($2,515 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 ($1,823 million). The vast majority of our other unconsolidated entities consist of passive investments in various asset-backed financing entities.

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. Our investments in unconsolidated VIEs at December 31, 2011 and December 31, 2010 follow.

 
At
 
December 31, 2011
 
December 31, 2010
(In millions)
PTL
 
All other
 
Total
 
PTL
 
All other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets and investment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    securities
$
7,038 
 
$
7,318 
 
$
14,356 
 
$
5,790 
 
$
4,580 
 
$
10,370 
Financing receivables – net
 
– 
 
 
2,507 
 
 
2,507 
 
 
– 
 
 
2,240 
 
 
2,240 
Total investments
 
7,038 
 
 
9,825 
 
 
16,863 
 
 
5,790 
 
 
6,820 
 
 
12,610 
Contractual obligations to fund
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    investments or guarantees
 
600 
 
 
2,244 
 
 
2,844 
 
 
600 
 
 
1,981 
 
 
2,581 
Revolving lines of credit
 
1,356 
 
 
92 
 
 
1,448 
 
 
2,431 
 
 
– 
 
 
2,431 
Total
$
8,994 
 
$
12,161 
 
$
21,155 
 
$
8,821 
 
$
8,801 
 
$
17,622 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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.

 
(118)

 

NOTE 18. COMMITMENTS AND GUARANTEES
 
Commitments
 
GECAS had placed multiple-year orders for various Boeing, Airbus and other aircraft with list prices approximating $20,577 million and secondary orders with airlines for used aircraft of approximately $1,621 million at December 31, 2011.

Guarantees
 
At December 31, 2011, we were committed under the following guarantee arrangements beyond those provided on behalf of VIEs. See Note 17.

·  
Credit Support. We have provided $4,876 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 $48 million at December 31, 2011.

·  
Indemnification Agreements. These are agreements that require us to fund up to $35 million at December 31, 2011 under residual value guarantees on a variety of leased equipment. Under most of our residual value guarantees, our commitment is secured by the leased asset. The liability for these indemnification agreements was $3 million at December 31, 2011. We also had $2,154 million of other indemnification commitments, substantially all of which relate to standard 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. Adjustments to the proceeds from our sale of GE Money Japan are further discussed in Note 2. All other potential payments related to contingent consideration are insignificant.

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.

NOTE 19. 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. Amounts reported in the “Payments for principal businesses purchased” line is net of cash acquired and included debt assumed and immediately repaid in acquisitions.

Amounts reported in the “All other operating activities” line in the Statement of Cash Flows consists primarily of adjustments to current and noncurrent accruals and deferrals of costs and expenses, adjustments for gains and losses on assets and adjustments to assets. GECC had non-cash transactions related to foreclosed properties and repossessed assets totaling $865 million, $1,915 million and $1,364 million in 2011, 2010 and 2009, respectively.

 
(119)

 

Certain supplemental information related to our cash flows is shown below.

(In millions)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
All other operating activities
 
 
 
 
 
 
 
 
Net change in other assets
$
110 
 
$
(50)
 
$
(305)
Amortization of intangible assets
 
532 
 
 
623 
 
 
872 
Net realized losses on investment securities
 
197 
 
 
78 
 
 
348 
Cash collateral on derivative contracts
 
1,247 
 
 
– 
 
 
(6,858)
Change in other liabilities
 
(1,516)
 
 
(2,942)
 
 
(5,181)
Other
 
1,595 
 
 
3,596 
 
 
(1,263)
 
$
2,165 
 
$
1,305 
 
$
(12,387)
 
 
 
 
 
 
 
 
 
Net decrease (increase) in financing receivables
 
 
 
 
 
 
 
 
Increase in loans to customers
$
(322,870)
 
$
(309,590)
 
$
(276,141)
Principal collections from customers - loans
 
332,587 
 
 
327,196 
 
 
275,320 
Investment in equipment for financing leases
 
(9,610)
 
 
(10,065)
 
 
(9,403)
Principal collections from customers - financing leases
 
12,431 
 
 
14,743 
 
 
17,130 
Net change in credit card receivables
 
(6,263)
 
 
(4,554)
 
 
(28,534)
Sales of financing receivables
 
8,117 
 
 
5,331 
 
 
58,555 
 
$
14,392 
 
$
23,061 
 
$
36,927 
All other investing activities
 
 
 
 
 
 
 
 
Purchases of securities by insurance activities
$
(10)
 
$
(12)
 
$
(32)
Dispositions and maturities of securities by insurance activities
 
1,439 
 
 
1,612 
 
 
2,182 
Other assets - investments
 
3,944 
 
 
2,702 
 
 
(175)
Change in other receivables
 
(655)
 
 
209 
 
 
667 
Other
 
3,337 
 
 
6,706 
 
 
2,799 
 
$
8,055 
 
$
11,217 
 
$
5,441 
Newly issued debt (maturities longer than 90 days)
 
 
 
 
 
 
 
 
Short-term (91 to 365 days)
$
10 
 
$
2,158 
 
$
5,801 
Long-term (longer than one year)
 
43,238 
 
 
35,469 
 
 
75,439 
Proceeds - non-recourse, leveraged leases
 
– 
 
 
– 
 
 
48 
 
$
43,248 
 
$
37,627 
 
$
81,288 
Repayments and other debt reductions (maturities
 
 
 
 
 
 
 
 
    longer than 90 days)
 
 
 
 
 
 
 
 
Short-term (91 to 365 days)
$
(81,899)
 
$
(95,026)
 
$
(77,444)
Long-term (longer than one year)
 
(2,773)
 
 
(1,571)
 
 
(3,491)
Principal payments - non-recourse, leveraged leases
 
(731)
 
 
(638)
 
 
(680)
 
$
(85,403)
 
$
(97,235)
 
$
(81,615)
All other financing activities
 
 
 
 
 
 
 
 
Proceeds from sales of investment contracts
$
4,374 
 
$
5,310 
 
$
7,827 
Redemption of investment contracts
 
(5,770)
 
 
(8,203)
 
 
(10,213)
Other
 
40 
 
 
(11)
 
 
171 
 
$
(1,356)
 
$
(2,904)
 
$
(2,215)
 
 
 
 
 
 
 
 
 

 
(120)

 

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, 2011 and 2010, financing receivables included $6,043 million and $6,175 million, respectively, of receivables from GE customers. At December 31, 2011 and 2010, other receivables included $4,899 million and $4,676 million, respectively, of receivables from GE. Property, plant and equipment included $1,100 million and $1,040 million, respectively, of property, plant and equipment leased to GE, net of accumulated depreciation. Borrowings included $3,044 million and $2,060 million, respectively, of amounts held by GE.

On February 22, 2012, our parent, GECS was merged with and into, GECC. GECC’s continuing operations now includes the run-off insurance operations previously held and managed in GECS. References to GECS, GECC and GE Capital in this Form 10-K Report relate to the entities as they existed during 2011 and do not reflect the February 22, 2012 merger.

A description of our operating segments as of December 31, 2011, 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 collateralized loans, leases and other financial services to customers, includ­ing manufacturers, distributors and end-users for a variety of equipment and major capital assets. These assets 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.

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; deposits and other savings products; and small and medium enterprise lending on a global basis.

Real Estate offers a comprehensive range of capital and investment solutions and finances, with both equity and loan structures, the acquisition, refinancing and renovation of office buildings, apartment buildings, retail facilities, hotels, parking facilities and industrial properties.

Energy Financial Services offers financial products to the global energy industry including structured equity, debt, leasing, partnership financing, product finance, and broad-based commercial finance.

GECAS provides financial products to airlines, aircraft operators, owners, lend­ers and investors, including leases, and secured loans on commercial passenger aircraft, freighters and regional jets; engine leasing and financing services; aircraft parts solutions; and airport equity and debt financing.

 
(121)

 

Revenues

 
Total revenues
 
Intersegment revenues(a)
 
External revenues
(In  millions)
2011 
 
2010 
 
2009 
 
2011 
 
2010 
 
2009 
 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL(b)
$
18,178 
 
$
18,447 
 
$
20,762 
 
$
76 
 
$
39 
 
$
30 
 
$
18,102 
 
$
18,408 
 
$
20,732 
Consumer(b)
 
16,781 
 
 
17,204 
 
 
16,794 
 
 
10 
 
 
16 
 
 
 
 
16,771 
 
 
17,188 
 
 
16,786 
Real Estate
 
3,712 
 
 
3,744 
 
 
4,009 
 
 
17 
 
 
14 
 
 
 
 
3,695 
 
 
3,730 
 
 
4,007 
Energy Financial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Services
 
1,223 
 
 
1,957 
 
 
2,117 
 
 
– 
 
 
– 
 
 
– 
 
 
1,223 
 
 
1,957 
 
 
2,117 
GECAS(b)
 
5,262 
 
 
5,127 
 
 
4,594 
 
 
– 
 
 
– 
 
 
– 
 
 
5,262 
 
 
5,127 
 
 
4,594 
GECC corporate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    items and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      eliminations
 
574 
 
 
(57)
 
 
630 
 
 
(103)
 
 
(69)
 
 
(40)
 
 
677 
 
 
12 
 
 
670 
Total
$
45,730 
 
$
46,422 
 
$
48,906 
 
$
– 
 
$
– 
 
$
– 
 
$
45,730 
 
$
46,422 
 
$
48,906 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Sales from one component to another generally are priced at equivalent commercial selling prices.
 
(b)  
During the first quarter of 2010, we transferred the Transportation Financial Services business from GECAS to CLL and the Consumer business in Italy from Consumer to CLL. Prior-period amounts were reclassified to conform to the current period presentation.
 

Revenues from customers located in the United States were $22,790 million, $22,043 million and $24,669 million in 2011, 2010 and 2009, respectively. Revenues from customers located outside the United States were $22,940 million, $24,379 million and $24,237 million in 2011, 2010 and 2009, respectively.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
Provision (benefit) for income taxes
(In millions)
2011 
 
2010 
 
2009 
 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
$
4,533 
 
$
4,966 
 
$
5,996 
 
$
742 
 
$
280 
 
$
(536)
Consumer
 
268 
 
 
279 
 
 
359 
 
 
1,339 
 
 
861 
 
 
(1,316)
Real Estate
 
707 
 
 
801 
 
 
919 
 
 
(730)
 
 
(1,555)
 
 
(1,323)
Energy Financial Services
 
48 
 
 
205 
 
 
173 
 
 
(115)
 
 
(44)
 
 
(177)
GECAS
 
2,045 
 
 
2,080 
 
 
1,700 
 
 
96 
 
 
(99)
 
 
(18)
GECC corporate items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    and eliminations
 
45 
 
 
41 
 
 
28 
 
 
(348)
 
 
(392)
 
 
(437)
Total
$
7,646 
 
$
8,372 
 
$
9,175 
 
$
984 
 
$
(949)
 
$
(3,807)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest on loans(a)
 
Interest expense(b)
(In millions)
2011 
 
2010 
 
2009 
 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
$
5,628 
 
$
5,984 
 
$
5,839 
 
$
5,093 
 
$
5,638 
 
$
6,698 
Consumer
 
11,979 
 
 
12,033 
 
 
9,806 
 
 
4,028 
 
 
4,434 
 
 
5,049 
Real Estate
 
1,822 
 
 
2,119 
 
 
2,099 
 
 
2,407 
 
 
2,578 
 
 
2,919 
Energy Financial Services
 
169 
 
 
215 
 
 
240 
 
 
662 
 
 
706 
 
 
743 
GECAS
 
364 
 
 
346 
 
 
374 
 
 
1,504 
 
 
1,441 
 
 
1,392 
GECC corporate items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    and eliminations
 
46 
 
 
74 
 
 
90 
 
 
151 
 
 
(303)
 
 
77 
Total
$
20,008 
 
$
20,771 
 
$
18,448 
 
$
13,845 
 
$
14,494 
 
$
16,878 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Represents one component of Revenues from services, see Note 12.
 
(b)  
Represents total interest expense, see Statement of Earnings.
 

 
(122)

 


 
Assets(a)(b)(c)
 
Property, plant and equipment additions
 
At December 31,
 
For the years ended December 31,
(In millions)
2011 
 
2010 
 
2009 
 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLL
$
193,869 
 
$
202,650 
 
$
210,742 
 
$
6,741 
 
$
3,941 
 
$
2,984 
Consumer
 
139,000 
 
 
147,327 
 
 
150,664 
 
 
78 
 
 
44 
 
 
148 
Real Estate
 
60,873 
 
 
72,630 
 
 
81,505 
 
 
 
 
17 
 
 
Energy Financial Services
 
18,357 
 
 
19,549 
 
 
22,616 
 
 
 
 
82 
 
 
191 
GECAS
 
48,821 
 
 
49,106 
 
 
48,178 
 
 
3,029 
 
 
3,582 
 
 
3,100 
GECC corporate items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    and eliminations
 
92,742 
 
 
86,450 
 
 
109,128 
 
 
29 
 
 
 
 
14 
Total
$
553,662 
 
$
577,712 
 
$
622,833 
 
$
9,882 
 
$
7,674 
 
$
6,442 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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, 2011, include investment in and advances to associated companies of $8,708 million, $6,586 million, $7,394 million and $901 million, respectively. Investments in and advances to associated companies contributed approximately $403 million, $1,340 million, $473 million and $121 million, respectively, to segment pre-tax income of the CLL, Consumer, Energy Financial Services and GECAS operating segments, respectively, for the year ended December 31, 2011.
 
(c)  
Aggregate summarized financial information for significant associated companies assuming a 100% ownership interest included total assets at December 31, 2011 and 2010 of $104,554 million and $180,015 million, respectively. Assets were primarily financing receivables of $57,477 million and $97,447 million at December 31, 2011 and 2010, respectively. Total liabilities at December 31, 2011 and 2010 were $77,208 million and $143,957 million, respectively, comprised primarily of debt of $46,170 million and $53,696 million at December 31, 2011 and 2010, respectively, and bank deposits of $20,980 million and $75,661 million at December 31, 2011 and 2010, respectively. Revenues for 2011, 2010 and 2009 totaled $15,898 million, $18,618 million and $17,579 million, respectively, and net earnings for 2011, 2010 and 2009 totaled $2,178 million, $3,811 million and $3,429 million, respectively.
 

Property, plant and equipment – net associated with operations based in the United States were $10,985 million, $10,476 million and $12,591 million at year-end 2011, 2010 and 2009, respectively. Property, plant and equipment – net associated with operations based outside the United States were $40,414 million, $43,271 million and $43,861 million at year-end 2011, 2010 and 2009, respectively.

NOTE 21. QUARTERLY INFORMATION (UNAUDITED)

 
First quarter
 
Second quarter
 
Third quarter
 
Fourth quarter
(In millions)
2011 
 
2010 
 
2011 
 
2010 
 
2011 
 
2010 
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$
 12,211 
 
$
 11,793 
 
$
 11,626 
 
$
 11,782 
 
$
 11,148 
 
$
 11,101 
 
$
 10,745 
 
$
 11,746 
Earnings (loss) from continuing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    operations before
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        income taxes
 
 2,282 
 
 
 201 
 
 
 2,053 
 
 
 626 
 
 
 1,571 
 
 
 470 
 
 
 1,754 
 
 
 928 
Benefit (provision) for income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    taxes
 
 (446)
 
 
 364 
 
 
 (378)
 
 
 95 
 
 
 (66)
 
 
 366 
 
 
 (94)
 
 
 124 
Earnings from continuing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    operations
 
 1,836 
 
 
 565 
 
 
 1,675 
 
 
 721 
 
 
 1,505 
 
 
 836 
 
 
 1,660 
 
 
 1,052 
Earnings (loss) from discontinued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    operations, net of taxes
 
 57 
 
 
 (350)
 
 
 218 
 
 
 (100)
 
 
 2 
 
 
 (1,051)
 
 
 (260)
 
 
 634 
Net earnings (loss)
 
 1,893 
 
 
 215 
 
 
 1,893 
 
 
 621 
 
 
 1,507 
 
 
 (215)
 
 
 1,400 
 
 
 1,686 
Less net earnings (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    attributable to noncontrolling
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        interests
 
 31 
 
 
 (5)
 
 
 20 
 
 
 (22)
 
 
 38 
 
 
 18 
 
 
 38 
 
 
 25 
Net earnings (loss) attributable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    to GECC
$
 1,862 
 
$
 220 
 
$
 1,873 
 
$
 643 
 
$
 1,469 
 
$
 (233)
 
$
 1,362 
 
$
 1,661 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
 
Not applicable.


 
(123)

 

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, 2011, and (ii) no change in internal control over financial reporting occurred during the quarter ended December 31, 2011, 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 appears in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K Report.

Item 9B. Other Information.
 
Not applicable.

 
PART III
 
Item 10. Directors, Executive Officers and Corporate Governance.
 
Not required by this form.

Item 11. Executive Compensation.
 
Not required by this form.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
Not required by this form.

Item 13. Certain Relationships and Related Transactions, and Director Independence.
 
Not required by this form.

Item 14. Principal Accounting Fees and Services.
 
The aggregate fees billed for professional services by KPMG LLP, in 2011 and 2010 were:

(In millions)
2011 
 
2010 
 
 
 
 
 
 
Type of fees
 
 
 
 
 
Audit fees
$
35.1 
 
$
33.7 
Audit-related fees
 
7.7 
 
 
4.4 
Tax fees
 
2.9 
 
 
6.5 
Total
$
45.7 
 
$
44.6 
 
 
 
 
 
 

In the above table, in accordance with the SEC’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.

 
(124)

 

 
PART IV
 
 
Item 15. Exhibits, Financial Statement Schedules.
 
(a) 1.
Financial Statements
 
 
Included in Part II of this report:
 
   
Report of Independent Registered Public Accounting Firm
Management’s Annual Report on Internal Control over Financial Reporting
Statement of Earnings for each of the years in the three-year period
ended December 31, 2011
Statement of Changes in Shareowner’s Equity for each of the years in the three-year period ended December 31, 2011
Statement of Financial Position at December 31, 2011 and 2010
Statement of Cash Flows for each of the years in the three-year period
ended December 31, 2011
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, 2011 (pages 25 through 192), 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 are omitted because of the absence of conditions under which they are required or because the required information is shown in the financial statements or notes thereto.
 
(a) 3.
Exhibit Index
 
 
The exhibits listed below, as part of Form 10-K, are numbered in conformity with the numbering used in Item 601 of Regulation S-K of the 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)).
 
 
3(i)
 
A complete copy of the Certificate of Incorporation of GECC filed with the Office of the Secretary of State, State of Delaware on April 1, 2008 (Incorporated by reference to Exhibit 3(i) of GECC Form 10-Q Report for the quarterly period ended March 31, 2008 (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)
 
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(b)
 
Third Amended and Restated Indenture dated as of February 27, 1997, between GECC and The Bank of New York, 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)).


 
(125)

 


 
 
4(c)
 
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(d)
 
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(e)
 
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(f)
 
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(g)
 
Fifth Supplemental Indenture dated as of December 2, 2008, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(h) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
 
 
 
4(h)
 
Sixth Supplemental Indenture dated as of April 2, 2009, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(h) to GECC’s Form 10-K Report for the year ended December 31, 2009 (Commission file number 001-06461)).
 
 
 
4(i)
 
Tenth Amended and Restated Fiscal and Paying Agency Agreement among GECC, GE Capital Australia Funding Pty Ltd, GE Capital European Funding, GE Capital Canada Funding Company, GE Capital UK 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 6, 2011 (Incorporated by reference to Exhibit 4(r) to GECC’s Registration Statement on Form S-3, File No. 333-178262 (Commission file number 001-06461)).
 
 
 
4(j)
 
Form of Global Medium-Term Note, Series A, Fixed Rate Registered Note (Incorporated by reference to Exhibit 4(r) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
 
 
 
4(k)
 
Form of Global Medium-Term Note, Series A, Floating Rate Registered Note (Incorporated by reference to Exhibit 4(s) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
 
 
 
4(l)
 
Form of Global Medium-Term Note, Series G, Fixed Rate DTC Registered Note (Incorporated by reference to Exhibit 4(bb) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
 
 
 
4(m)
 
Form of Global Medium-Term Note, Series G, Floating Rate DTC Registered Note (Incorporated by reference to Exhibit 4(cc) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
 
 
 
4(n)
 
Form of GE Capital Fixed Rate InterNote (Incorporated by reference to Exhibit 4(pp) to GECC’s Registration Statement on Form S-3, File No. 333-156929 (Commission file number 001-06461)).
 
 
 
4(o)
 
Form of Euro Medium-Term Note and Debt Security – Permanent Global Fixed Rate Bearer Note (Incorporated by reference to Exhibit 4(i) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
 
 


 
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4(p)
 
Form of Euro Medium-Term Note and Debt Security – Permanent Global Floating Rate Bearer Note (Incorporated by reference to Exhibit 4(j) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
 
 
 
4(q)
 
Form of Euro Medium-Term Note and Debt Security – Temporary Global Fixed Rate Bearer Note (Incorporated by reference to Exhibit 4(k) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
 
 
 
4(r)
 
Form of Euro Medium-Term Note and Debt Security – Temporary Global Floating Rate Bearer Note (Incorporated by reference to Exhibit 4(l) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
 
 
4(s)
 
Form of Euro Medium-Term Note and Debt Security – Definitive Fixed Rate Bearer Note (Incorporated by reference to Exhibit 4(m) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
 
       
 
4(t)
 
Form of Euro Medium-Term Note and Debt Security – Definitive Floating Rate Bearer Note (Incorporated by reference to Exhibit 4(n) to GECS’ Form 10-K Report for the year ended December 31, 2006 (Commission file number 000-14804)).
 
 
 
4(v)
 
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(w)
 
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(a)
 
Eligible Entity Designation Agreement dated as of November 12, 2008 by and among the Federal Deposit Insurance Corporation, GECC and General Electric Company (Incorporated by reference to Exhibit 99(b) of General Electric Company’s Annual Report on Form 10-K (Commission file number 001-00035)).
 
 
 
10(b)
 
Amended and Restated Income Maintenance Agreement, dated October 29, 2009, between General Electric Company and General Electric Capital Corporation (Incorporated by reference to Exhibit 10 of GECC’s Form 10-Q Report for the quarterly period ended September 30, 2009 (Commission file number 001-06461)).
 
   
 
12
 
Computation of Ratio of Earnings to Fixed Charges.*
 
 
 
23
 
Consent of KPMG LLP.*
 
 
 
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, 2011, (pages 25 through 167) 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.
 
 
 
*     Filed electronically herewith.

 
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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)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Revenues
$
9,750 
 
$
3,958 
 
$
4,788 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
Interest
 
4,258 
 
 
3,433 
 
 
9,179 
Operating and administrative
 
3,115 
 
 
2,967 
 
 
3,418 
Provision for losses on financing receivables
 
109 
 
 
1,030 
 
 
1,672 
Depreciation and amortization
 
192 
 
 
193 
 
 
374 
      Total expenses
 
7,674 
 
 
7,623 
 
 
14,643 
 
 
 
 
 
 
 
 
 
Loss before income taxes and equity in earnings of affiliates
 
2,076 
 
 
(3,665)
 
 
(9,855)
Income tax benefit
 
2,127 
 
 
1,715 
 
 
4,351 
Equity in earnings of affiliates
 
2,363 
 
 
4,241 
 
 
7,117 
 
 
 
 
 
 
 
 
 
Net earnings
 
6,566 
 
 
2,291 
 
 
1,613 
Dividends(a)
 
– 
 
 
– 
 
 
– 
Others(a)(c)
 
– 
 
 
54 
 
 
(181)
Retained earnings at January 1(b)
 
47,967 
 
 
45,622 
 
 
45,497 
 
 
 
 
 
 
 
 
 
Retained earnings at December 31
$
54,533 
 
$
47,967 
 
$
46,929 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)  
Total dividends and other transactions with the shareowner increased (decreased) equity by $(1) million, $86 million and $8,579 million in 2011, 2010 and 2009, respectively.
 
(b)  
The 2010 opening balance was adjusted as of January 1, 2010 for the cumulative effect of changes in accounting principles of $1,307 million related to the adoption of Accounting Standards Update (ASU) 2009-16 & 17. The 2009 opening balance was adjusted as of April 1, 2009, for the cumulative effect of changes in accounting principles of $25 million related to adopting amendments on impairment guidance in Accounting Standards Codification (ASC) 320, Investments – Debt and Equity Securities. The cumulative effect of adopting ASC 825 at January 1, 2008, was insignificant.
 
(c)  
Includes the effects of accretion of redeemable securities to their redemption value of $38 million in 2010 and $(23) million in 2009.
 
See accompanying notes.


 
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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)
2011 
 
2010 
 
 
 
 
 
 
Assets
 
 
 
 
 
Cash and equivalents
$
13,482 
 
$
12,847 
Investment securities
 
8,716 
 
 
6,706 
Financing receivables - net
 
50,822 
 
 
60,379 
Investment in and advances to affiliates
 
251,819 
 
 
256,441 
Property, plant and equipment - net
 
1,213 
 
 
1,581 
Other assets
 
23,523 
 
 
25,651 
Total assets
$
349,575 
 
$
363,605 
 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
Borrowings
$
261,360 
 
$
278,398 
Other liabilities
 
5,162 
 
 
9,230 
Deferred income taxes
 
3,008 
 
 
3,096 
    Total liabilities
 
269,530 
 
 
290,724 
 
 
 
 
 
 
Common stock, $14 par value (4,166,000 shares authorized at
 
 
 
 
 
    December 31, 2011 and 2010 and 3,985,404 shares issued and
 
56 
 
 
56 
        outstanding at December 31, 2011 and 2010, respectively)
 
 
 
 
 
Accumulated gains (losses) - net
 
 
 
 
 
    Investment securities
 
(671)
 
 
(337)
    Currency translation adjustments
 
(545)
 
 
(1,541)
    Cash flow hedges
 
(1,227)
 
 
(1,347)
    Benefit plans
 
(563)
 
 
(380)
Additional paid-in capital
 
28,462 
 
 
28,463 
Retained earnings
 
54,533 
 
 
47,967 
    Total shareowner's equity
 
80,045 
 
 
72,881 
Total liabilities and equity
$
349,575 
 
$
363,605 
 
 
 
 
 
 
 
 
 
 
 
 
The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and benefit plans constitutes “Accumulated other comprehensive income,” and was $(3,006) million and $(3,605) million at December 31, 2011 and 2010, respectively.
 
See accompanying notes.
 

 
(129)

 

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)
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
Cash from (used for) operating activities
$
5,425 
 
$
(3,448)
 
$
(1,155)
Cash flows - investing activities
 
 
 
 
 
 
 
 
Increase in loans to customers
 
(71,863)
 
 
(81,145)
 
 
(96,837)
Principal collections from customers - loans
 
78,261 
 
 
89,835 
 
 
99,779 
Investment in equipment for financing leases
 
(696)
 
 
(1,447)
 
 
(1,239)
Principal collections from customers - financing leases
 
3,576 
 
 
2,783 
 
 
1,814 
Net change in credit card receivables
 
(28)
 
 
(1,182)
 
 
Additions to property, plant and equipment
 
(892)
 
 
(1,073)
 
 
(158)
Dispositions of property, plant and equipment
 
811 
 
 
871 
 
 
780 
Payments for principal businesses purchased
 
(50)
 
 
(559)
 
 
(6,791)
Proceeds from principal business dispositions
 
2,623 
 
 
1,171 
 
 
9,088 
Increase in investment in and advances to affiliates
 
4,823 
 
 
13,091 
 
 
28,624 
All other investing activities
 
(280)
 
 
1,868 
 
 
(3,196)
 
 
 
 
 
 
 
 
 
Cash from (used for) investing activities
 
16,285 
 
 
24,213 
 
 
31,869 
 
 
 
 
 
 
 
 
 
Cash flows - financing activities
 
 
 
 
 
 
 
 
Net decrease in borrowings (maturities of 90 days or less)
 
448 
 
 
(5,999)
 
 
(25,520)
Newly issued debt
 
 
 
 
 
 
 
 
    Short-term (91-365 days)
 
– 
 
 
– 
 
 
3,310 
    Long-term (longer than one year)
 
23,049 
 
 
18,274 
 
 
62,240 
    Non-recourse, leveraged leases
 
– 
 
 
– 
 
 
– 
Repayments and other debt reductions:
 
 
 
 
 
 
 
 
    Short-term (91-365 days)
 
(42,693)
 
 
(48,818)
 
 
(57,941)
    Long-term (longer than one year)
 
(1,671)
 
 
(1,140)
 
 
(533)
    Non-recourse, leveraged leases
 
(206)
 
 
(341)
 
 
(317)
Capital contributions from GECS
 
– 
 
 
– 
 
 
8,750 
Other
 
(2)
 
 
(11)
 
 
 
 
 
 
 
 
 
 
 
Cash from (used for) financing activities
 
(21,075)
 
 
(38,035)
 
 
(10,002)
 
 
 
 
 
 
 
 
 
Increase (decrease) in cash and equivalents during year
 
635 
 
 
(17,270)
 
 
20,712 
Cash and equivalents at beginning of year
 
12,847 
 
 
30,117 
 
 
9,405 
Cash and equivalents at end of year
$
13,482 
 
$
12,847 
 
$
30,117 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes.

 
(130)

 

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

Borrowings
 
Total long-term borrowings at December 31, 2011 and 2010, are shown below.

 
2011 
 
 
 
 
 
 
 
 
 
Average
 
 
 
 
 
 
 
 
December 31 (Dollars in millions)
rate(a)
 
Maturities
 
2011 
 
2010 
 
 
 
 
 
 
 
 
 
 
 
Senior notes
 
3.59 
 
2013-2055
 
$
139,869 
 
$
186,447 
Subordinated notes(b)
 
3.11 
 
2013-2037
 
 
4,516 
 
 
2,226 
Subordinated debentures(c)
 
6.66 
 
2066-2067
 
 
7,215 
 
 
7,329 
Other
 
 
 
 
 
 
3,044 
 
 
1,481 
 
 
 
 
 
 
$
154,644 
 
$
197,483 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Based on year-end balances and year-end local currency interest rates, including the effects of related interest rate and currency swaps, if any, directly associated with the original debt issuance.
 
(b)
Included $117 million of subordinated notes guaranteed by GE at both December 31, 2011 and 2010.
 
(c)  
Subordinated debenture receive rating agency equity credit and were hedged at issuance to USD equivalent of $7,725 million.
 

 
At December 31, 2011, maturities of long-term borrowings during the next five years, including the current portion of long-term debt, are $68,796 million in 2012, $26,219 million in 2013, $19,145 million in 2014, $13,758 million in 2015 and $12,193 million in 2016.

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 net of interest income on loans and advances to majority owned affiliates of $2,848 million, $4,699 million and $2,956 million for 2011, 2010 and 2009, respectively.

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

 
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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, 2011, 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 24th day of February 2012.
   
General Electric Capital Corporation
     
February 24, 2012
 
By: /s/ Michael A. Neal
 
   
Michael A. Neal
   
Chief Executive Officer

 

 
(132)

 

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/ Michael A. Neal
 
Chief Executive Officer
 
February 24, 2012
 
Michael A. Neal
 
(Principal Executive Officer)
     
           
/s/ Jeffrey S. Bornstein
 
Chief Financial Officer
 
February 24, 2012
 
Jeffrey S. Bornstein
 
(Principal Financial Officer)
     
           
/s/ Jamie S. Miller
 
Senior Vice President and Controller
 
February 24, 2012
 
Jamie S. Miller
 
(Principal Accounting Officer)
     
           
           
MARK W. BEGOR*
 
Director
     
JEFFREY S. BORNSTEIN*
 
Director
     
WILLIAM H. CARY*
 
Director
     
KATHRYN A. CASSIDY*
 
Director
     
RICHARD D’AVINO*
 
Director
     
PAMELA DALEY*
 
Director
     
BRACKETT B. DENNISTON III*
 
Director
     
JEFFREY R. IMMELT*
 
Director
     
JOHN KRENICKI, JR.*
 
Director
     
PUNEET MAHAJAN*
 
Director
     
J. KEITH MORGAN*
 
Director
     
DAVID NASON*
 
Director
     
MICHAEL A. NEAL*
 
Director
     
JOHN M. SAMUELS*
 
Director
     
KEITH S. SHERIN*
 
Director
     
RYAN A. ZANIN*
 
Director
     
           
A MAJORITY OF THE BOARD OF DIRECTORS
     
             
 *By:  /s/ Jamie S. Miller        February 24, 2012  
   Jamie S. Miller
Attorney-in-fact
         
           
           
           
 

 
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