Edgar Filing: GENERAL ELECTRIC CO

geform10q3q13.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2013

¨ 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 001-00035

GENERAL ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

New York		14-0689340
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3135 Easton Turnpike, Fairfield, CT		06828-0001
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code) (203) 373-2211 _______________________________________________ (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨	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

There were 10,117,369,000 shares of common stock with a par value of $0.06 per share outstanding at September 30, 2013.

(1)

General Electric Company

		Page
Part I - Financial Information

Item 1. Financial Statements
Condensed Statement of Earnings
Three Months Ended September 30, 2013		3
Nine Months Ended September 30, 2013		4
Condensed, Consolidated Statement of Comprehensive Income		5
Condensed, Consolidated Statement of Changes in Shareowners' Equity		5
Condensed Statement of Financial Position		6
Condensed Statement of Cash Flows		7
Summary of Operating Segments		8
Notes to Condensed, Consolidated Financial Statements (Unaudited)		9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		58
Item 3. Quantitative and Qualitative Disclosures About Market Risk		84
Item 4. Controls and Procedures		84

Part II - Other Information

Item 1. Legal Proceedings Item 2. Purchases of Equity Securities by the Issuer and Affiliated Purchasers		84 86
Item 6. Exhibits		87
Signatures		88

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 sovereign debt situations; the impact of conditions in the financial and credit markets on the availability and cost of General Electric Capital Corporation’s (GECC) funding and on our ability to reduce GECC’s 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 (GE Money Japan); pending and future mortgage securitization claims and litigation in connection with WMC, which may affect our estimates of liability, including possible loss estimates; our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so; the adequacy of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels; GECC’s ability to pay dividends to GE at the planned level; our ability to convert pre-order commitments into orders; the level of demand and financial performance of the major industries we serve, including, without limitation, air and rail transportation, energy generation, 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; our capital allocation plans, as such plans may change and affect planned share repurchases and strategic actions, including acquisitions, joint ventures and dispositions; 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. We do not undertake to update our forward-looking statements.

GE’s Investor Relations website at www.ge.com/investor and our corporate blog at www.gereports.com, as well as GE’s Facebook page and Twitter accounts, contain a significant amount of information about GE, including financial and other information for investors. GE encourages investors to visit these websites from time to time, as information is updated and new information is posted.

(2)

Part I. Financial Information

Item 1. Financial Statements.

General Electric Company and consolidated affiliates

Condensed Statement of Earnings

	Three months ended September 30, (Unaudited)
	Consolidated				GE(a)				Financial Services (GECC)
(In millions, except share amounts)	2013		2012		2013		2012		2013		2012

Revenues and other income
Sales of goods	$	17,966	$	17,734	$	17,994	$	17,860	$	33	$	34
Sales of services		7,186		6,805		7,268		6,889		–		–
Other income		363		787		271		818		–		–
GECC earnings from continuing operations		–		–		1,895		1,675		–		–
GECC revenues from services		10,210		10,928		–		–		10,637		11,240
Total revenues and other income		35,725		36,254		27,428		27,242		10,670		11,274

Costs and expenses
Cost of goods sold		14,658		14,419		14,690		14,550		29		27
Cost of services sold		4,799		4,090		4,881		4,174		–		–
Interest and other financial charges		2,462		2,972		338		294		2,241		2,798
Investment contracts, insurance losses and
insurance annuity benefits		672		756		–		–		714		798
Provision for losses on financing receivables		821		1,122		–		–		821		1,122
Other costs and expenses		8,705		8,871		3,922		4,300		4,959		4,754
Total costs and expenses		32,117		32,230		23,831		23,318		8,764		9,499

Earnings from continuing operations
before income taxes		3,608		4,024		3,597		3,924		1,906		1,775
Benefit (provision) for income taxes		(345)		(557)		(344)		(477)		(1)		(80)
Earnings from continuing operations		3,263		3,467		3,253		3,447		1,905		1,695
Earnings (loss) from discontinued operations,
net of taxes		(82)		41		(82)		41		(83)		(107)
Net earnings		3,181		3,508		3,171		3,488		1,822		1,588
Less net earnings (loss) attributable to
noncontrolling interests		(10)		17		(20)		(3)		10		20
Net earnings attributable to the Company		3,191		3,491		3,191		3,491		1,812		1,568
Preferred stock dividends declared		–		–		–		–		–		–
Net earnings) attributable to GE common
shareowners	$	3,191	$	3,491	$	3,191	$	3,491	$	1,812	$	1,568


Amounts attributable to the Company
Earnings from continuing operations	$	3,273	$	3,450	$	3,273	$	3,450	$	1,895	$	1,675
Earnings (loss) from discontinued operations,
net of taxes		(82)		41		(82)		41		(83)		(107)
Net earnings attributable to the Company	$	3,191	$	3,491	$	3,191	$	3,491	$	1,812	$	1,568

Per-share amounts
Earnings from continuing operations
Diluted earnings per share	$	0.32	$	0.33
Basic earnings per share	$	0.32	$	0.33

Net earnings
Diluted earnings per share	$	0.31	$	0.33
Basic earnings per share	$	0.31	$	0.33

Dividends declared per common share	$	0.19	$	0.17

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis.

See Note 3 for other-than-temporary impairment amounts.

See accompanying notes. Separate information is shown for "GE" and "Financial Services (GECC)." Transactions between GE and GECC have been eliminated from the "Consolidated" columns.

(3)

General Electric Company and consolidated affiliates

Condensed Statement of Earnings

	Nine months ended September 30, (Unaudited)
	Consolidated				GE(a)				Financial Services (GECC)
(In millions, except share amounts)	2013		2012		2013		2012		2013		2012

Revenues and other income
Sales of goods	$	50,902	$	53,234	$	50,970	$	53,432	$	90	$	90
Sales of services		20,939		19,835		21,218		20,142		–		–
Other income		2,082		1,737		1,893		1,827		–		–
GECC earnings from continuing operations		–		–		5,744		5,569		–		–
GECC revenues from services		31,935		32,925		–		–		33,095		33,878
Total revenues and other income		105,858		107,731		79,825		80,970		33,185		33,968

Costs and expenses
Cost of goods sold		41,390		42,681		41,473		42,893		75		75
Cost of services sold		13,871		12,896		14,150		13,203		–		–
Interest and other financial charges		7,700		9,521		988		960		7,046		8,962
Investment contracts, insurance losses and
insurance annuity benefits		2,022		2,155		–		–		2,131		2,271
Provision for losses on financing receivables		3,338		2,728		–		–		3,338		2,728
Other costs and expenses		26,074		25,605		11,883		12,214		14,719		13,918
Total costs and expenses		94,395		95,586		68,494		69,270		27,309		27,954

Earnings from continuing operations
before income taxes		11,463		12,145		11,331		11,700		5,876		6,014
Benefit (provision) for income taxes		(1,159)		(1,718)		(1,065)		(1,319)		(94)		(399)
Earnings from continuing operations		10,304		10,427		10,266		10,381		5,782		5,615
Earnings (loss) from discontinued operations,
net of taxes		(313)		(709)		(313)		(709)		(313)		(857)
Net earnings		9,991		9,718		9,953		9,672		5,469		4,758
Less net earnings (loss) attributable to
noncontrolling interests		140		88		102		42		38		46
Net earnings attributable to the Company		9,851		9,630		9,851		9,630		5,431		4,712
Preferred stock dividends declared		–		–		–		–		(135)		–
Net earnings (loss) attributable to GE common
shareowners	$	9,851	$	9,630	$	9,851	$	9,630	$	5,296	$	4,712


Amounts attributable to the Company
Earnings from continuing operations	$	10,164	$	10,339	$	10,164	$	10,339	$	5,744	$	5,569
Earnings (loss) from discontinued operations,
net of taxes		(313)		(709)		(313)		(709)		(313)		(857)
Net earnings attributable to the Company	$	9,851	$	9,630	$	9,851	$	9,630	$	5,431	$	4,712

Per-share amounts
Earnings from continuing operations
Diluted earnings per share	$	0.98	$	0.98
Basic earnings per share	$	0.99	$	0.98

Net earnings
Diluted earnings per share	$	0.95	$	0.91
Basic earnings per share	$	0.96	$	0.91

Dividends declared per common share	$	0.57	$	0.51

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis.

See Note 3 for other-than-temporary impairment amounts.

See accompanying notes. Separate information is shown for “GE” and “Financial Services (GECC).” Transactions between GE and GECC have been eliminated from the “Consolidated” columns.

(4)

General Electric Company and consolidated affiliates
Condensed, Consolidated Statement of Comprehensive Income

	Three months ended September 30, (Unaudited)				Nine months ended September 30, (Unaudited)
(In millions)		2013		2012		2013		2012

Net earnings	$	3,181	$	3,508	$	9,991	$	9,718
Less: net earnings (loss) attributable to
noncontrolling interests		(10)		17		140		88
Net earnings attributable to GE	$	3,191	$	3,491	$	9,851	$	9,630

Other comprehensive income (loss)
Investment securities	$	170	$	122	$	(362)	$	620
Currency translation adjustments		(383)		1,296		(469)		306
Cash flow hedges		58		65		351		210
Benefit plans		765		924		2,826		2,520
Other comprehensive income (loss)		610		2,407		2,346		3,656
Less: other comprehensive income (loss) attributable to
noncontrolling interests		10		5		(21)		3
Other comprehensive income (loss) attributable to GE	$	600	$	2,402	$	2,367	$	3,653

Comprehensive income	$	3,791	$	5,915	$	12,337	$	13,374
Less: comprehensive income (loss) attributable to
noncontrolling interests		-		22		119		91
Comprehensive income attributable to GE	$	3,791	$	5,893	$	12,218	$	13,283

Amounts presented net of taxes. See Note 12 for further information about other comprehensive income and noncontrolling interests.

See accompanying notes.

General Electric Company and consolidated affiliates
Condensed, Consolidated Statement of Changes in Shareowners' Equity


	Nine months ended September 30, (Unaudited)
(In millions)		2013		2012

GE shareowners' equity balance at January 1	$	123,026	$	116,438
Increases from net earnings attributable to GE		9,851		9,630
Dividends and other transactions with shareowners		(5,839)		(5,390)
Other comprehensive income (loss) attributable to GE		2,367		3,653
Net sales (purchases) of shares for treasury		(6,454)		(1,205)
Changes in other capital		(259)		(574)
Ending balance at September 30		122,692		122,552
Noncontrolling interests		6,353		5,464
Total equity balance at September 30	$	129,045	$	128,016

See Note 12 for further information about changes in shareowners' equity

See accompanying notes.

(5)

General Electric Company and consolidated affiliates

Condensed Statement of Financial Position

	Consolidated				GE(a)				Financial Services (GECC)
	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,
(In millions, except share amounts)	2013		2012		2013		2012		2013		2012
	(Unaudited)				(Unaudited)				(Unaudited)
Assets
Cash and equivalents	$	86,500	$	77,357	$	10,202	$	15,509	$	76,298	$	61,942
Investment securities		43,897		48,510		96		74		43,805		48,439
Current receivables		20,582		19,902		10,741		9,274		-		-
Inventories		17,943		15,374		17,865		15,295		78		79
Financing receivables – net		243,835		258,028		-		-		254,223		268,951
Other GECC receivables		9,030		7,890		-		-		14,899		13,917
Property, plant and equipment – net		68,741		69,044		17,016		16,033		51,680		52,974
Investment in GECC		-		-		79,164		77,930		-		-
Goodwill		78,024		73,175		51,328		46,143		26,696		27,032
Other intangible assets – net		14,226		11,987		13,056		10,700		1,176		1,294
All other assets		72,881		101,659		23,143		39,534		50,139		62,201
Deferred income taxes		3,937		(42)		9,597		5,946		(5,660)		(5,988)
Assets of businesses held for sale		169		211		118		-		51		211
Assets of discontinued operations		1,673		2,308		9		9		1,664		2,299
Total assets(b)	$	661,438	$	685,403	$	232,335	$	236,447	$	515,049	$	533,351

Liabilities and equity
Short-term borrowings	$	80,496	$	101,392	$	1,102	$	6,041	$	79,830	$	95,940
Accounts payable, principally trade accounts		16,449		15,657		14,906		14,259		7,189		6,259
Progress collections and price adjustments accrued		12,122		10,877		12,149		10,877		-		-
Dividends payable		1,922		1,980		1,922		1,980		-		-
Other GE current liabilities		14,669		14,895		14,669		14,896		-		-
Non-recourse borrowings of consolidated
securitization entities		29,966		30,123		-		-		29,966		30,123
Bank deposits		50,761		46,461		-		-		50,761		46,461
Long-term borrowings		226,872		236,084		11,493		11,428		215,503		224,776
Investment contracts, insurance liabilities
and insurance annuity benefits		26,661		28,268		-		-		27,155		28,696
All other liabilities		70,033		68,588		52,432		53,093		17,656		15,961
Liabilities of businesses held for sale		42		157		38		-		4		157
Liabilities of discontinued operations		2,400		2,451		68		70		2,332		2,381
Total liabilities(b)		532,393		556,933		108,779		112,644		430,396		450,754

GECC preferred stock (50,000 and 40,000 shares
outstanding at September 30, 2013 and
December 31, 2012, respectively.)		-		-		-		-		-		-
Common stock (10,117,369,000 and 10,405,625,000
shares outstanding at September 30, 2013 and
December 31, 2012, respectively)		702		702		702		702		-		-

Accumulated other comprehensive income (loss) – net(c)
Investment securities		315		677		315		677		297		673
Currency translation adjustments		(36)		412		(36)		412		(238)		(131)
Cash flow hedges		(370)		(722)		(370)		(722)		(396)		(746)
Benefit plans		(17,772)		(20,597)		(17,772)		(20,597)		(706)		(736)
Other capital		32,811		33,070		32,811		33,070		32,564		31,586
Retained earnings		148,067		144,055		148,067		144,055		52,593		51,244
Less common stock held in treasury		(41,025)		(34,571)		(41,025)		(34,571)		-		-

Total GE shareowners’ equity		122,692		123,026		122,692		123,026		84,114		81,890
Noncontrolling interests(d)		6,353		5,444		864		777		539		707
Total equity		129,045		128,470		123,556		123,803		84,653		82,597

Total liabilities and equity	$	661,438	$	685,403	$	232,335	$	236,447	$	515,049	$	533,351

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis.

(b)

Our consolidated assets at September 30, 2013 include total assets of $46,748 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 $40,398 million and investment securities of $4,148 million. Our consolidated liabilities at September 30, 2013 include liabilities of certain VIEs for which the VIE creditors do not have recourse to GE. These liabilities include non-recourse borrowings of consolidated securitization entities (CSEs) of $28,416 million. See Note 18.

(c)	The sum of accumulated other comprehensive income (loss) attributable to GE was $(17,863) million and $(20,230) million at September 30, 2013 and December 31, 2012, respectively.

(d)	Included accumulated other comprehensive income (loss) attributable to noncontrolling interests of $(176) million and $(155) million at September 30, 2013 and December 31, 2012, respectively.

See accompanying notes. Separate information is shown for "GE" and "Financial Services (GECC)." Transactions between GE and GECC have been eliminated from the "Consolidated" columns.

(6)

General Electric Company and consolidated affiliates

Condensed Statement of Cash Flows

	Nine months ended September 30, (Unaudited)
	Consolidated				GE(a)				Financial Services (GECC)
(In millions)	2013		2012		2013		2012		2013		2012

Cash flows – operating activities
Net earnings	$	9,991	$	9,718	$	9,953	$	9,672	$	5,469	$	4,758
Less net earnings (loss) attributable to noncontrolling interests		140		88		102		42		38		46
Net earnings attributable to the Company		9,851		9,630		9,851		9,630		5,431		4,712
(Earnings) loss from discontinued operations		313		709		313		709		313		857
Adjustments to reconcile net earnings attributable to the
Company to cash provided from operating activities
Depreciation and amortization of property,
plant and equipment		7,155		6,699		1,783		1,677		5,372		5,022
Earnings from continuing operations retained by GECC(b)		-		-		(1,797)		(123)		-		-
Deferred income taxes		(2,051)		(1,555)		(2,568)		(605)		517		(950)
Decrease (increase) in GE current receivables		196		114		(1,262)		345		-		-
Decrease (increase) in inventories		(1,795)		(1,949)		(1,759)		(1,895)		-		(22)
Increase (decrease) in accounts payable		977		221		574		299		747		(310)
Increase (decrease) in GE progress collections		918		(1,015)		944		(1,015)		-		-
Provision for losses on GECC financing receivables		3,338		2,728		-		-		3,338		2,728
All other operating activities		(1,634)		4,354		1,749		1,630		(3,852)		2,853
Cash from (used for) operating activities – continuing
operations		17,268		19,936		7,828		10,652		11,866		14,890
Cash from (used for) operating activities – discontinued
operations		(106)		142		(2)		-		(104)		142
Cash from (used for) operating activities		17,162		20,078		7,826		10,652		11,762		15,032

Cash flows – investing activities
Additions to property, plant and equipment		(10,130)		(10,500)		(2,705)		(2,741)		(7,582)		(8,098)
Dispositions of property, plant and equipment		4,119		4,836		-		-		4,119		4,836
Net decrease (increase) in GECC financing receivables		7,221		9,464		-		-		8,495		9,521
Proceeds from sale of discontinued operations		-		227		-		-		-		227
Proceeds from principal business dispositions		1,101		293		260		49		841		244
Proceeds from sale of equity interest in NBCU LLC		16,699		-		16,699		-		-		-
Net cash from (payments for) principal businesses purchased		(1,617)		(604)		(8,001)		(604)		6,384		-
All other investing activities		14,532		8,971		(946)		(334)		15,916		9,519
Cash from (used for) investing activities – continuing
operations		31,925		12,687		5,307		(3,630)		28,173		16,249
Cash from (used for) investing activities – discontinued
operations		97		(152)		2		-		95		(152)
Cash from (used for) investing activities		32,022		12,535		5,309		(3,630)		28,268		16,097

Cash flows – financing activities
Net increase (decrease) in borrowings (maturities of
90 days or less)		(9,949)		(660)		(164)		661		(9,917)		(1,209)
Net increase (decrease) in bank deposits		(2,222)		1,195		-		-		(2,222)		1,195
Newly issued debt (maturities longer than 90 days)		41,456		43,468		101		33		41,355		43,215
Repayments and other reductions (maturities longer
than 90 days)		(55,451)		(70,405)		(5,051)		(17)		(50,396)		(70,388)
Proceeds from issuance of GECC preferred stock		990		3,960		-		-		990		3,960
Net dispositions (purchases) of GE shares for treasury		(7,496)		(2,280)		(7,496)		(2,280)		-		-
Dividends paid to shareowners		(5,895)		(5,401)		(5,895)		(5,401)		(4,082)		(5,446)
All other financing activities		(445)		(2,783)		115		(54)		(425)		(2,729)
Cash from (used for) financing activities – continuing
operations		(39,012)		(32,906)		(18,390)		(7,058)		(24,697)		(31,402)
Cash from (used for) financing activities – discontinued
operations		15		-		-		-		15		-
Cash from (used for) financing activities		(38,997)		(32,906)		(18,390)		(7,058)		(24,682)		(31,402)
Effect of currency exchange rate changes on cash
and equivalents		(1,038)		1,243		(52)		16		(986)		1,227
Increase (decrease) in cash and equivalents		9,149		950		(5,307)		(20)		14,362		954
Cash and equivalents at beginning of year		77,459		84,622		15,509		8,382		62,044		76,823
Cash and equivalents at September 30		86,608		85,572		10,202		8,362		76,406		77,777
Less cash and equivalents of discontinued operations
at September 30		108		110		-		-		108		110
Cash and equivalents of continuing operations
at September 30	$	86,500	$	85,462	$	10,202	$	8,362	$	76,298	$	77,667

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis.

(b)	Represents GECC earnings from continuing operations attributable to the Company, net of GECC dividends paid to GE.

See accompanying notes. Separate information is shown for "GE" and "Financial Services (GECC)." Transactions between GE and GECC have been eliminated from the "Consolidated" columns and are discussed in Note 19.

(7)

Summary of Operating Segments

General Electric Company and consolidated affiliates

	Three months ended September 30,				Nine months ended September 30,
	(Unaudited)				(Unaudited)
(In millions)	2013		2012		2013		2012

Revenues(a)
Power & Water	$	6,498	$	7,196	$	17,038	$	20,647
Oil & Gas		4,315		3,645		11,669		10,693
Energy Management		1,828		1,879		5,557		5,478
Aviation		5,364		4,781		15,741		14,527
Healthcare		4,304		4,307		13,083		13,107
Transportation		1,406		1,409		4,425		4,244
Home & Business Solutions		2,098		1,955		6,142		5,899
Total industrial segment revenues		25,813		25,172		73,655		74,595
GE Capital		10,670		11,274		33,185		33,968
Total segment revenues		36,483		36,446		106,840		108,563
Corporate items and eliminations(a)		(758)		(192)		(982)		(832)
Consolidated revenues and other income	$	35,725	$	36,254	$	105,858	$	107,731

Segment profit(a)
Power & Water	$	1,289	$	1,184	$	3,095	$	3,675
Oil & Gas		519		469		1,376		1,275
Energy Management		18		42		64		67
Aviation		1,091		924		3,094		2,708
Healthcare		665		620		1,986		1,899
Transportation		306		265		886		779
Home & Business Solutions		77		60		239		196
Total industrial segment profit		3,965		3,564		10,740		10,599
GE Capital		1,895		1,675		5,744		5,569
Total segment profit		5,860		5,239		16,484		16,168
Corporate items and eliminations(a)		(1,905)		(1,018)		(4,267)		(3,550)
GE interest and other financial charges		(338)		(294)		(988)		(960)
GE provision for income taxes		(344)		(477)		(1,065)		(1,319)
Earnings from continuing operations attributable
to the Company		3,273		3,450		10,164		10,339
Earnings (loss) from discontinued operations,
net of taxes, attributable to the Company		(82)		41		(313)		(709)
Consolidated net earnings attributable to
the Company	$	3,191	$	3,491	$	9,851	$	9,630

(a)

Segment revenues includes both revenues and other income related to the segment. Segment profit excludes results reported as discontinued operations, earnings attributable to noncontrolling interests of consolidated subsidiaries, GECC preferred stock dividends declared and accounting changes. Segment profit excludes or includes interest and other financial charges and income taxes according to how a particular segment’s management is measured – excluded in determining segment profit, which we sometimes refer to as “operating profit,” for Power & Water, Oil & Gas, Energy Management, Aviation, Healthcare, Transportation and Home & Business Solutions; included in determining segment profit, which we sometimes refer to as “net earnings,” for GE Capital.

See accompanying notes.

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Notes to Condensed, Consolidated Financial Statements (Unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed, consolidated financial statements represent the consolidation of General Electric Company (the Company) and all companies that we directly or indirectly control, either through majority ownership or otherwise. See Note 1 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (2012 consolidated financial statements), which discusses our consolidation and financial statement presentation. As used in this report on Form 10-Q (Report), “GE” represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), whose continuing operations are presented on a one-line basis; GECC consists of General Electric Capital Corporation and all of its affiliates; and “Consolidated” represents the adding together of GE and GECC with the effects of transactions between the two eliminated. Unless otherwise indicated, we refer to the caption revenues and other income simply as “revenues” throughout Item 1 of this Form 10-Q.

We have reclassified certain prior-period amounts to conform to the current-period presentation. Unless otherwise indicated, information in these notes to the condensed, consolidated financial statements relates to continuing operations.

Accounting Changes

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

On January 1, 2012, we adopted FASB ASU 2011-04, an amendment to ASC 820, Fair Value Measurements. ASU 2011-04 clarifies or changes the application of existing fair value measurements, including: that the highest and best use valuation premise in a fair value measurement is relevant only when measuring the fair value of nonfinancial assets; that a reporting entity should measure the fair value of its own equity instrument from the perspective of a market participant that holds that instrument as an asset; to permit an entity to measure the fair value of certain financial instruments on a net basis rather than based on its gross exposure when the reporting entity manages its financial instruments on the basis of such net exposure; that in the absence of a Level 1 input, a reporting entity should apply premiums and discounts when market participants would do so when pricing the asset or liability consistent with the unit of account; and that premiums and discounts related to size as a characteristic of the reporting entity’s holding are not permitted in a fair value measurement. Adopting these amendments had no effect on the financial statements. For a description of how we estimate fair value and our process for reviewing fair value measurements classified as Level 3 in the fair value hierarchy, see Note 1 in our 2012 consolidated financial statements.

See Note 1 in our 2012 consolidated financial statements for a summary of our significant accounting policies.

Interim Period Presentation

The condensed, consolidated financial statements and notes thereto are unaudited. These statements include all adjustments (consisting of normal recurring accruals) that we considered necessary to present a fair statement of our results of operations, financial position and cash flows. The results reported in these condensed, consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. It is suggested that these condensed, consolidated financial statements be read in conjunction with the financial statements and notes thereto included in our 2012 consolidated financial statements. We label our quarterly information using a calendar convention, that is, first quarter is labeled as ending on March 31, second quarter as ending on June 30, and third quarter as ending on September 30. It is our longstanding practice to establish interim quarterly closing dates using a fiscal calendar, which requires our businesses to close their books on either a Saturday or Sunday, depending on the business. The effects of this practice are modest and only exist within a reporting year. The fiscal closing calendar for 2013 is available on our website, www.ge.com/secreports.

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2. ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets and Liabilities of Businesses Held for Sale

In the first quarter of 2013, we committed to sell certain of our machining and fabrication businesses at Aviation and our Consumer auto and personal loan business in Portugal. We completed the sale of our Consumer auto and personal loan business in Portugal on July 15, 2013 for proceeds of $83 million.

In the second quarter of 2012, we committed to sell a portion of our Business Properties portfolio (Business Property) in Real Estate, including certain commercial loans, the origination and servicing platforms and the servicing rights on loans previously securitized by GECC. We completed the sale of Business Property on October 1, 2012 for proceeds of $2,406 million. We deconsolidated substantially all Real Estate securitization entities in the fourth quarter of 2012 as servicing rights related to these entities were transferred to the buyer at closing.

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

	At
	September 30,		December 31,
(In millions)	2013		2012

Assets
Cash and equivalents	$	4	$	74
Financing receivables – net		-		47
Property, plant and equipment – net		26		31
Other intangible assets – net		20		9
Other		119		50
Assets of businesses held for sale	$	169	$	211

Liabilities
Short-term borrowings	$	-	$	138
Other		42		19
Liabilities of businesses held for sale	$	42	$	157

NBCU

On March 19, 2013, we closed a transaction to sell our remaining 49% common equity interest in NBCUniversal LLC (NBCU LLC) to Comcast Corporation (Comcast) for total consideration of $16,722 million, consisting of $11,997 million in cash, $4,000 million in Comcast guaranteed debt and $725 million in preferred stock. The $4,000 million of debt and the $725 million of preferred shares were both issued by a wholly-owned subsidiary of Comcast. During the three months ended March 31, 2013, but subsequent to the closing of the transaction, both of these instruments were sold at approximately par value. In addition, Comcast is obligated to share with us potential tax savings associated with Comcast’s purchase of our NBCU LLC interest, if realized. We did not recognize these potential future payments as consideration for the sale, but will record such payments in income as they are received. GECC also sold real estate comprising certain floors located at 30 Rockefeller Center, New York and the CNBC property located in Englewood Cliffs, New Jersey to affiliates of NBCU LLC for $1,430 million in cash.

As a result of the transactions, we recognized a pre-tax gain of $1,096 million ($825 million after tax) on the sale of our 49% common equity interest in NBCU LLC and $921 million ($564 million after tax) on the sale of GECC’s real estate properties.

Discontinued Operations

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

(10)

Summarized financial information for discontinued operations is shown below.

	Three months ended September 30,				Nine months ended September 30,
(In millions)		2013		2012		2013		2012

Operations
Total revenues and other income (loss)	$	79	$	(17)	$	109	$	(160)

Earnings (loss) from discontinued operations
before income taxes	$	2	$	(139)	$	(157)	$	(587)
Benefit (provision) for income taxes		9		30		151		187
Earnings (loss) from discontinued operations,
net of taxes	$	11	$	(109)	$	(6)	$	(400)

Disposal
Gain (loss) on disposal before income taxes	$	(108)	$	(4)	$	(390)	$	(506)
Benefit (provision) for income taxes		15		154		83		197
Gain (loss) on disposal, net of taxes	$	(93)	$	150	$	(307)	$	(309)

Earnings (loss) from discontinued operations,
net of taxes(a)	$	(82)	$	41	$	(313)	$	(709)

(a)	The sum of GE industrial earnings (loss) from discontinued operations, net of taxes, and GECC earnings (loss) from discontinued operations, net of taxes, is reported as GE earnings (loss) from discontinued operations, net of taxes, on the Condensed Statement of Earnings.

	At
	September 30,		December 31,
(In millions)	2013		2012

Assets
Cash and equivalents	$	108	$	102
Property, plant and equipment - net		474		699
Other		1,091		1,507
Assets of discontinued operations	$	1,673	$	2,308

Liabilities
Deferred income taxes	$	323	$	372
Other		2,077		2,079
Liabilities of discontinued operations	$	2,400	$	2,451

Assets at September 30, 2013 and December 31, 2012 primarily comprised cash, property, plant and equipment - net 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.

GE Money Japan

During the third quarter of 2008, we completed the sale of GE Money Japan, which included our Japanese personal loan business. Under the terms of the sale, we reduced the proceeds for estimated refund claims in excess of the statutory interest rate. Proceeds from the sale were to be increased or decreased based on the actual claims experienced in accordance with loss-sharing terms specified in the sale agreement, with all claims in excess of 258 billion Japanese yen (approximately $3,000 million) remaining our responsibility. 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 were required to begin making reimbursements under this arrangement.

(11)

Overall, excess interest refund claims experience has been difficult to predict and subject to several adverse factors, including the challenging global economic conditions over the last few years, the financial status of other Japanese personal lenders (including the 2010 bankruptcy of a large independent personal loan company), substantial ongoing legal advertising, and consumer behavior. Our reserves declined from $700 million at December 31, 2012, to $527 million at September 30, 2013, as claim payments and the effects of a strengthening U.S. dollar against the Japanese yen were partially offset by an increase to reserves of $205 million. In determining reserve levels, we consider analyses of recent and historical claims experience, as well as pending and estimated future refund requests, adjusted for the estimated percentage of customers who present valid requests and associated estimated payments. We determined our reserve assuming the pace of incoming claims will decelerate, that average exposure per claim remains consistent with recent experience, and that we continue to see the impact of loss mitigation efforts. Since our disposition of the business, incoming claims have continued to decline; however, it is highly variable and difficult to predict the pace and pattern of that decline and such assumptions have a significant effect on the total amount of our liability. Holding all other assumptions constant, an adverse change of 20% and 50% in assumed incoming daily claim rate reduction (resulting in an extension of the claim period and higher incoming claims), would result in an increase to our reserve of approximately $75 million and $400 million, respectively. We continue to closely monitor and evaluate claims activity.

Based on the uncertainties discussed above, and considering other environmental factors in Japan, including the runoff status of the underlying book of business, challenging economic conditions, the impact of laws and regulations (including consideration of proposed legislation that could impose a framework for collective legal action proceedings), and the financial status of other local personal lending companies, it is difficult to develop a meaningful estimate of the aggregate possible claims exposure. These uncertainties and factors could have an adverse effect on claims development.

GE Money Japan earnings (loss) from discontinued operations, net of taxes, were $(80) million and $(9) million in the three months ended September 30, 2013 and 2012, respectively, and $(196) million and $(363) million in the nine months ended September 30, 2013 and 2012, 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 by WMC for early payment default have either been resolved or are no longer being pursued.

Pending repurchase claims based upon representations and warranties made in connection with loan sales were $6,311 million at September 30, 2013, $5,357 million at December 31, 2012 and $705 million at December 31, 2011. Pending claims represent those active repurchase claims that identify the specific loans tendered for repurchase and, for each loan, the alleged breach of a representation or warranty. As such, they do not include unspecified repurchase claims, such as the Litigation Claims discussed below, or claims relating to breaches of representations that were made more than six years before WMC was notified of the claim. WMC believes that these repurchase claims do not meet the substantive and procedural requirements for tender under the governing agreements, would be disallowed in legal proceedings under applicable statutes of limitations or are otherwise invalid. The amounts reported in pending claims reflect the purchase price or unpaid principal balances of the loans at the time of purchase and do not give effect to pay downs, accrued interest or fees, or potential recoveries based upon the underlying collateral. Historically, a small percentage of the total loans WMC originated and sold have been treated as “validly tendered,” meaning the loan was subject to repurchase because there was a breach of a representation and warranty that materially and adversely affected the value of the loan, and the demanding party met all other procedural and substantive requirements for repurchase.

Reserves related to WMC pending and estimated future loan repurchase claims were $800 million at September 30, 2013, reflecting an increase to reserves in the nine months ended September 30, 2013 of $167 million due to incremental claim activity and updates to WMC’s estimate of future losses. The amount of these reserves is based upon pending and estimated future loan repurchase requests, WMC’s historical loss experience and evaluation of claim activity on loans tendered for repurchase.

(12)

The following table provides a roll forward of the reserve and pending repurchase claims.

	Reserve					Pending claims
(In millions)		Three months ended September 30, 2013		Nine months ended September 30, 2013	(In millions)		Three months ended September 30, 2013		Nine months ended September 30, 2013

Reserve, beginning of period	$	787	$	633	Pending claims, beginning of period	$	6,335	$	5,357
Provision		18		172	New claims		-		978
Claim resolutions/ rescissions		(5)		(5)	Claim resolutions/ rescissions		(24)		(24)
Reserve, end of period	$	800	$	800	Pending claims, end of period	$	6,311	$	6,311

Given the significant recent activity in pending claims and related litigation filed in connection with such claims, it is difficult to assess whether future losses will be consistent with WMC’s past experience. Adverse changes to WMC’s assumptions supporting the reserve for pending and estimated future loan repurchase claims may result in an increase to these reserves. For example, a 50% increase in the estimate of future loan repurchase requests and a 100% increase in the estimated loss rate on loans tendered (and assuming settlements at current demands), would result in an increase to the reserves of approximately $525 million.

There are 16 lawsuits involving claims made against WMC arising from alleged breaches of representations and warranties on mortgage loans included in 15 securitizations. WMC initiated three of the cases as the plaintiff; in the other cases WMC is a defendant. The adverse parties in these cases are securitization trustees or parties claiming to act on their behalf. In 12 of these lawsuits, the adverse parties seek compensatory or other relief for mortgage loans beyond those included in WMC’s previously discussed pending claims at September 30, 2013 (Litigation Claims). These Litigation Claims consist of sampling-based claims in two cases on approximately $900 million of mortgage loans and, in the other ten cases, claims for repurchase or damages based on the alleged failure to provide notice of defective loans, breach of a corporate representation and warranty, and/or non-specific claims for rescissionary damages on approximately $5,700 million of mortgage loans. These claims reflect the purchase price or unpaid principal balances of the loans at the time of purchase and do not give effect to pay downs, accrued interest or fees, or potential recoveries based upon the underlying collateral. As noted above, WMC believes that the Litigation Claims conflict with the governing agreements and applicable law. As a result, WMC has not included the Litigation Claims in its pending claims or in its estimates of future loan repurchase requests and holds no related reserve as of September 30, 2013.

At this point, WMC is unable to develop a meaningful estimate of reasonably possible loss in connection with the Litigation Claims described above due to a number of factors, including the extent to which courts will agree with the theories supporting the Litigation Claims. The case law on these issues is unsettled, and while several courts have supported some of the theories underlying WMC’s legal defenses, other courts have rejected them. There are a number of pending cases, including WMC cases, which, in the coming months, could provide more certainty regarding the legal status of these claims. An adverse court decision on any of the theories supporting the Litigation Claims could increase WMC’s exposure in some or all of the 16 lawsuits, result in a reclassification of some or all of the Litigation Claims to Pending Claims and provoke new claims and lawsuits on additional loans. However, WMC continues to believe that it has defenses to all the claims asserted in litigation, including, for example, causation and materiality requirements, limitations on remedies for breach of representations and warranties, and the applicable statutes of limitations. To the extent WMC is required to repurchase loans, WMC’s loss also would be affected by several factors, including pay downs, accrued interest and fees, and the value of the underlying collateral. It is not possible to predict the outcome or impact of these defenses and other factors, any one of which could materially affect the amount of any loss ultimately incurred by WMC on these claims.

WMC has received claims on approximately $1,000 million of mortgage loans after the expiration of the statute of limitations as of September 30, 2013, $700 million of which are also included as Litigation Claims. Subsequent to September 30, 2013, WMC has received approximately $600 million of additional claims tendered after the six-year anniversary of the securitization. WMC has also received unspecified indemnification demands from depositors/underwriters/sponsors of residential mortgage-backed securities (RMBS) in connection with lawsuits brought by RMBS investors concerning alleged misrepresentations in the securitization offering documents to which WMC is not a party. WMC believes that it has defenses to these demands.

(13)

The reserve estimates reflect judgment, based on currently available information, and a number of assumptions, including economic conditions, claim activity, pending and threatened litigation, indemnification demands, estimated repurchase rates, and other activity in the mortgage industry. Actual losses arising from claims against WMC could exceed the reserve amount and additional claims and lawsuits could result if actual claim rates, governmental actions, litigation and indemnification activity, adverse court decisions, settlement activity, actual repurchase rates or losses WMC incurs on repurchased loans differ from its assumptions. It is difficult to develop a meaningful estimate of aggregate possible claims exposure because of uncertainties surrounding economic conditions, the ability and propensity of mortgage loan holders to present and resolve valid claims, governmental actions, mortgage industry activity and litigation, court decisions affecting WMC’s defenses, and pending and threatened litigation and indemnification demands against WMC.

WMC revenues and other income (loss) from discontinued operations were $(13) million and $(117) million in the three months ended September 30, 2013 and 2012, respectively, and $(167) million and $(475) million in the nine months ended September 30, 2013 and 2012, respectively. WMC’s losses from discontinued operations, net of taxes, were $11 million and $78 million in the three months ended September 30, 2013 and 2012, respectively, and $116 million and $314 million in the nine months ended September 30, 2013 and 2012, respectively.

Other Financial Services

In the first quarter of 2013, we announced the planned disposition of CLL Trailer Services and classified the business as discontinued operations. CLL Trailer Services revenues and other income (loss) from discontinued operations were $91 million and $95 million in the three months ended September 30, 2013 and 2012, respectively, and $274 million and $301 million in the nine months ended September 30, 2013 and 2012, respectively. CLL Trailer Services earnings (loss) from discontinued operations, net of taxes, were $(9) million and $5 million in the three months ended September 30, 2013 and 2012, respectively, and $(19) million (including a $118 million loss on disposal) and $24 million in the nine months ended September 30, 2013 and 2012, respectively.

In the first quarter of 2012, we announced the planned disposition of Consumer Ireland and classified the business as discontinued operations. We completed the sale in the third quarter of 2012 for proceeds of $227 million. Consumer Ireland revenues and other income (loss) from discontinued operations were an insignificant amount and $1 million in the three months ended September 30, 2013 and 2012, respectively, and an insignificant amount and $7 million in the nine months ended September 30, 2013 and 2012, respectively. Consumer Ireland earnings (loss) from discontinued operations, net of taxes, were $6 million and $(8) million in the three months ended September 30, 2013 and 2012, respectively, and $7 million and $(194) million (including a $121 million loss on disposal) in the nine months ended September 30, 2013 and 2012, respectively.

GE Industrial

GE industrial earnings (loss) from discontinued operations, net of taxes, were $1 million and $148 million in the three months ended September 30, 2013 and 2012, respectively, and an insignificant amount and $148 million in the nine months ended September 30, 2013 and 2012, respectively. During the third quarter of 2012, we resolved with the Internal Revenue Service the tax treatment of the 2007 disposition of our Plastics business, resulting in a tax benefit of $148 million. The sum of GE industrial earnings (loss) from discontinued operations, net of taxes, and GECC earnings (loss) from discontinued operations, net of taxes, is reported as GE earnings (loss) from discontinued operations, net of taxes, on the Condensed Statement of Earnings.

(14)

3. INVESTMENT SECURITIES

Substantially all of our investment securities are classified as available-for-sale. These comprise mainly investment grade debt securities supporting obligations to annuitants, policyholders and holders of guaranteed investment contracts (GICs) in our run-off insurance operations and Trinity, and investments held in our Commercial Lending and Leasing (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.

	September 30, 2013								December 31, 2012
			Gross		Gross						Gross		Gross
	Amortized		unrealized		unrealized		Estimated		Amortized		unrealized		unrealized		Estimated
(In millions)	cost		gains		losses		fair value		cost		gains		losses		fair value

GE
Debt
U.S. corporate	$	22	$	10	$	-	$	32	$	39	$	-	$	-	$	39
Corporate – non-U.S.		13		1		-		14		6		-		-		6
Equity
Available-for-sale		37		3		-		40		26		-		-		26
Trading		10		-		-		10		3		-		-		3
		82		14		-		96		74		-		-		74

GECC
Debt
U.S. corporate		20,050		2,516		(209)		22,357		20,233		4,201		(302)		24,132
State and municipal		4,187		246		(189)		4,244		4,084		575		(113)		4,546
Residential mortgage-
backed(a)		1,944		146		(59)		2,031		2,198		183		(119)		2,262
Commercial mortgage-backed		2,919		194		(88)		3,025		2,930		259		(95)		3,094
Asset-backed		6,533		8		(62)		6,479		5,784		31		(77)		5,738
Corporate – non-U.S.		1,893		101		(96)		1,898		2,391		150		(126)		2,415
Government – non-U.S.		2,370		86		(7)		2,449		1,617		149		(3)		1,763
U.S. government and federal
agency		839		52		(40)		851		3,462		103		-		3,565
Retained interests		67		11		-		78		76		7		-		83
Equity
Available-for-sale		208		46		(3)		251		513		86		(3)		596
Trading		142		-		-		142		245		-		-		245
		41,152		3,406		(753)		43,805		43,533		5,744		(838)		48,439

Eliminations		(4)		-		-		(4)		(3)		-		-		(3)
Total	$	41,230	$	3,420	$	(753)	$	43,897	$	43,604	$	5,744	$	(838)	$	48,510

(a)

Substantially collateralized by U.S. mortgages. Of our total RMBS portfolio at September 30, 2013, $1,286 million relates to securities issued by government-sponsored entities and $745 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.

The fair value of investment securities decreased to $43,897 million at September 30, 2013, from $48,510 million at December 31, 2012, primarily due to the sale of U.S. government and federal agency securities at our treasury operations and the impact of higher interest rates.

(15)

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
(In millions)	fair value		losses		(a)	fair value		losses		(a)

September 30, 2013
Debt
U.S. corporate	$	2,120	$	(134)		$	416	$	(75)
State and municipal		996		(84)			313		(105)
Residential mortgage-backed		237		(9)			511		(50)
Commercial mortgage-backed		292		(26)			773		(62)
Asset-backed		5,950		(13)			404		(49)
Corporate – non-U.S.		140		(1)			495		(95)
Government – non-U.S.		1,474		(6)			40		(1)
U.S. government and federal agency		444		(40)			-		-
Retained interests		9		-			-		-
Equity		17		(3)			-		-
Total	$	11,679	$	(316)		$	2,952	$	(437)

December 31, 2012
Debt
U.S. corporate	$	434	$	(7)		$	813	$	(295)
State and municipal		146		(2)			326		(111)
Residential mortgage-backed		98		(1)			691		(118)
Commercial mortgage-backed		37		-			979		(95)
Asset-backed		18		(1)			658		(76)
Corporate – non-U.S.		167		(8)			602		(118)
Government – non-U.S.		201		(1)			37		(2)
U.S. government and federal agency		-		-			-		-
Retained interests		3		-			-		-
Equity		26		(3)			-		-
Total	$	1,130	$	(23)		$	4,106	$	(815)

(a)	Includes gross unrealized losses at September 30, 2013 of $(131) million related to securities that had other-than-temporary impairments previously recognized.

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 that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities 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 methodologies and significant inputs used to measure the amount of credit loss for our investment securities during the nine months ended September 30, 2013 have not changed from those described in Note 3 in our 2012 consolidated financial statements.

During the three months ended September 30, 2013, we recognized pre-tax, other-than-temporary impairments of $62 million, of which $56 million was recorded through earnings ($13 million relates to equity securities), and $6 million was recorded in accumulated other comprehensive income (loss) (AOCI). At July 1, 2013, cumulative impairments recognized in earnings associated with debt securities still held were $945 million. During the three months ended September 30, 2013, we recognized no first-time impairments and incremental charges on previously impaired securities of $42 million. Of these cumulative amounts recognized through September 30, 2013, $52 million related to securities that were subsequently sold before the end of the third quarter of 2013.

During the three months ended September 30, 2012, we recognized pre-tax, other-than-temporary impairments of $25 million, all of which was recorded through earnings. At July 1, 2012, cumulative impairments recognized in earnings associated with debt securities still held were $578 million. During the three months ended September 30, 2012, we recognized no first-time impairments and incremental charges on previously impaired securities of $13 million. Of these cumulative amounts recognized through September 30, 2012, $39 million related to securities that were subsequently sold before the end of the third quarter of 2012.

(16)

During the nine months ended September 30, 2013, we recognized pre-tax, other-than-temporary impairments of $523 million, of which $487 million was recorded through earnings ($14 million relates to equity securities), and $36 million was recorded in AOCI. At January 1, 2013, cumulative impairments recognized in earnings associated with debt securities still held were $588 million. During the nine months ended September 30, 2013, we recognized first-time impairments of $385 million and incremental charges on previously impaired securities of $61 million. Of these cumulative amounts recognized through September 30, 2013, $99 million related to securities that were subsequently sold before the end of the third quarter of 2013.

During the nine months ended September 30, 2012, we recognized pre-tax, other-than-temporary impairments of $90 million, of which $89 million was recorded through earnings ($24 million relates to equity securities) and $1 million was recorded in AOCI. At January 1, 2012, cumulative impairments recognized in earnings associated with debt securities still held were $726 million. During the nine months ended September 30, 2012, we recognized first-time impairments of $10 million and incremental charges on previously impaired securities of $25 million. Of these cumulative amounts recognized through September 30, 2012, $209 million related to securities that were subsequently sold before the end of the third quarter of 2012.

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

	Amortized		Estimated
(In millions)	cost		fair value

Due
Within one year	$	2,784	$	2,800
After one year through five years		3,502		3,720
After five years through ten years		5,032		5,264
After ten years		18,056		20,061

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.

	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

GE
Gains	$	-	$	-	$	1	$	-
Losses, including impairments		-		-		(20)		-
Net		-		-		(19)		-

GECC
Gains		34		26		219		85
Losses, including impairments		(60)		(55)		(477)		(159)
Net		(26)		(29)		(258)		(74)
Total	$	(26)	$	(29)	$	(277)	$	(74)

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 $2,890 million and $2,696 million in the three months ended September 30, 2013 and 2012, respectively, and $16,828 million and $9,200 million in the nine months ended September 30, 2013 and 2012, respectively, principally from the sale of Comcast guaranteed debt and short-term securities in our bank subsidiaries and treasury operations.

(17)

We recognized pre-tax gains (losses) on trading securities of $(2) million and $1 million in the three months ended September 30, 2013 and 2012, respectively, and $49 million and $37 million in the nine months ended September 30, 2013 and 2012, respectively.

4. INVENTORIES

	At
	September 30,		December 31,
(In millions)	2013		2012

Raw materials and work in process	$	10,642	$	9,295
Finished goods		6,974		6,099
Unbilled shipments		678		378
		18,294		15,772
Less revaluation to LIFO		(351)		(398)
Total	$	17,943	$	15,374

5. GECC FINANCING RECEIVABLES AND ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

	At
	September 30,		December 31,
(In millions)	2013		2012

Loans, net of deferred income(a)	$	229,639	$	241,465
Investment in financing leases, net of deferred income		29,736		32,471
		259,375		273,936
Less allowance for losses		(5,152)		(4,985)
Financing receivables – net(b)	$	254,223	$	268,951

(a)	Deferred income was $1,963 million and $2,182 million at September 30, 2013 and December 31, 2012, respectively.

(b)	Financing receivables at September 30, 2013 and December 31, 2012 included $582 million and $750 million, respectively, relating to loans that had been acquired in a transfer but have been subject to credit deterioration since origination.

(18)

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.


	September 30,		December 31,
(In millions)	2013		2012

Commercial
CLL
Americas	$	69,240	$	72,517
Europe(a)		35,529		37,037
Asia		9,573		11,401
Other(a)		468		603
Total CLL		114,810		121,558

Energy Financial Services		4,367		4,851

GE Capital Aviation Services (GECAS)		9,642		10,915

Other		393		486
Total Commercial		129,212		137,810

Real Estate		18,966		20,946

Consumer
Non-U.S. residential mortgages		31,142		33,451
Non-U.S. installment and revolving credit		17,305		18,546
U.S. installment and revolving credit		51,799		50,853
Non-U.S. auto		3,524		4,260
Other		7,427		8,070
Total Consumer		111,197		115,180

Total financing receivables		259,375		273,936

Less allowance for losses		(5,152)		(4,985)
Total financing receivables – net	$	254,223	$	268,951

(a)	During the third quarter of 2013, we transferred our European equipment services portfolio from CLL Other to CLL Europe. Prior-period amounts were reclassified to conform to the current period presentation.

(19)

Allowance for Losses on Financing Receivables

	Balance at		Provision											Balance at
	January 1,		charged to					Gross						September 30,
(In millions)	2013		operations		Other		(a)	write-offs		(b)	Recoveries		(b)	2013

Commercial
CLL
Americas	$	490	$	206	$	(1)		$	(316)		$	91		$	470
Europe		445		205		-			(369)			61			342
Asia		80		60		(9)			(65)			9			75
Other		6		(3)		-			(3)			-			-
Total CLL		1,021		468		(10)			(753)			161			887

Energy Financial
Services		9		2		-			-			-			11

GECAS		8		2		-			-			-			10

Other		3		(1)		-			(2)			2			2
Total Commercial		1,041		471		(10)			(755)			163			910

Real Estate		320		(21)		(5)			(133)			9			170

Consumer
Non-U.S. residential
mortgages		480		137		(2)			(216)			40			439
Non-U.S. installment
and revolving
credit		623		405		(42)			(727)			403			662
U.S. installment and
revolving credit		2,282		2,198		(50)			(2,118)			409			2,721
Non-U.S. auto		67		51		(11)			(96)			56			67
Other		172		97		4			(149)			59			183
Total Consumer		3,624		2,888		(101)			(3,306)			967			4,072
Total	$	4,985	$	3,338	$	(116)		$	(4,194)		$	1,139		$	5,152

(a)	Other primarily included the effects of currency exchange.

(b)

Net write-offs (gross write-offs less recoveries) in certain portfolios may exceed the beginning allowance for losses as a result of losses that are incurred subsequent to the beginning of the fiscal year due to information becoming available during the current year, which may identify further deterioration on existing financing receivables.

(20)

	Balance at		Provision											Balance at
	January 1,		charged to					Gross						September 30,
(In millions)	2012		operations		Other		(a)	write-offs		(b)	Recoveries		(b)	2012

Commercial
CLL
Americas	$	889	$	67	$	(43)		$	(423)		$	77		$	567
Europe		400		271		(3)			(142)			48			574
Asia		157		13		(1)			(117)			20			72
Other		4		9		(1)			(10)			-			2
Total CLL		1,450		360		(48)			(692)			145			1,215

Energy Financial
Services		26		8		-			(24)			3			13

GECAS		17		7		(1)			(11)			-			12

Other		37		3		(19)			(13)			1			9
Total Commercial		1,530		378		(68)			(740)			149			1,249

Real Estate		1,089		101		(7)			(455)			8			736

Consumer
Non-U.S. residential
mortgages		546		66		5			(213)			63			467
Non-U.S. installment
and revolving credit		717		270		22			(798)			443			654
U.S. installment and
revolving credit		2,008		1,807		(18)			(2,140)			373			2,030
Non-U.S. auto		101		18		(7)			(110)			71			73
Other		199		88		15			(193)			62			171
Total Consumer		3,571		2,249		17			(3,454)			1,012			3,395
Total	$	6,190	$	2,728	$	(58)		$	(4,649)		$	1,169		$	5,380

(a)	Other primarily included transfers to held for sale and the effects of currency exchange.

(b)

See Note 17 for supplemental information about the credit quality of financing receivables and allowance for losses on financing receivables.

6. PROPERTY, PLANT AND EQUIPMENT

	At
	September 30,		December 31,
(In millions)	2013		2012

Original cost	$	115,873	$	115,006
Less accumulated depreciation and amortization		(47,132)		(45,962)
Property, plant and equipment – net	$	68,741	$	69,044

Consolidated depreciation and amortization related to property, plant and equipment was $2,578 million and $2,193 million in the three months ended September 30, 2013 and 2012, respectively, and $7,155 million and $6,699 million in the nine months ended September 30, 2013 and 2012, respectively.

(21)

7. GOODWILL AND OTHER INTANGIBLE ASSETS

	At
	September 30,		December 31,
(In millions)	2013		2012

Goodwill	$	78,024	$	73,175

Other intangible assets - net
Intangible assets subject to amortization	$	14,074	$	11,828
Indefinite-lived intangible assets(a)		152		159
Total	$	14,226	$	11,987

(a)	Indefinite-lived intangible assets principally comprised in-process research and development, trademarks and tradenames.

Changes in goodwill balances follow.

					Dispositions,
	Balance at				currency		Balance at
	January 1,				exchange		September 30,
(In millions)	2013		Acquisitions		and other		2013

Power & Water	$	8,821	$	-	$	(3)	$	8,818
Oil & Gas		8,365		2,240		(75)		10,530
Energy Management		4,610		-		(27)		4,583
Aviation		5,975		3,058		(40)		8,993
Healthcare		16,762		38		(28)		16,772
Transportation		999		-		22		1,021
Home & Business Solutions		611		-		(4)		607
GE Capital		27,032		24		(360)		26,696
Corporate		-		4		-		4
Total	$	73,175	$	5,364	$	(515)	$	78,024

Goodwill balances increased $4,849 million during the nine months ended September 30, 2013, primarily as a result of the acquisition of the aerospace-parts business of Avio S.p.A. (Avio) at Aviation ($3,058 million) and Lufkin Industries Inc. (Lufkin) at Oil & Gas ($2,055 million) in the third quarter of 2013. In connection with the acquisition of Avio, we recorded a pre-tax acquisition-related charge of $96 million related to the effective settlement of Avio’s pre-existing contractual relationships with GE.

On March 27, 2012, we contributed a portion of our civil avionics systems business to a newly formed joint venture in exchange for 50% of the new entity. This resulted in the deconsolidation of our civil avionics business and the recording of the interest in the new joint venture at fair value. As a result, we recognized a pre-tax gain of $274 million ($152 million after-tax) in the first quarter of 2012.

We test goodwill for impairment annually in the third quarter of each year using data as of July 1 of that year. The impairment test consists of two steps: in step one, the carrying value of the reporting unit is compared with its fair value; in step two, which is applied when the carrying value is more than its fair value, the amount of goodwill impairment, if any, is derived by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of its equity, and comparing that amount with the carrying amount of goodwill. We determined fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both. We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation. If multiple valuation methodologies are used, the results are weighted appropriately.

Valuations using the market approach are derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services. A market approach is limited to reporting units for which there are publicly traded companies that have the characteristics similar to our businesses.

(22)

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 8.0% to 16.5%.

During the third quarter of 2013, we performed our annual impairment test of goodwill for all of our reporting units. Based on the results of our step one testing, the fair values of each of the GE 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 $737 million at September 30, 2013. While the Real Estate reporting unit’s book value was within the range of its fair value, we further substantiated our Real Estate goodwill balance by performing the second step analysis in which the implied fair value of goodwill exceeded its carrying value by approximately $3.7 billion. 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 the recent 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. While we have seen stabilization in some markets, 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.

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

Intangible Assets Subject to Amortization
	At
	September 30, 2013						December 31, 2012
	Gross						Gross
	carrying		Accumulated				carrying		Accumulated
(In millions)	amount		amortization		Net		amount		amortization		Net


Customer-related	$	8,065	$	(2,321)	$	5,744	$	6,978	$	(2,161)	$	4,817
Patents, licenses and trademarks		6,452		(2,777)		3,675		6,172		(2,595)		3,577
Capitalized software		8,114		(5,219)		2,895		7,537		(4,691)		2,846
Lease valuations		731		(510)		221		1,163		(792)		371
Present value of future profits(a)		566		(566)		-		530		(530)		-
All other		1,983		(444)		1,539		636		(419)		217
Total	$	25,911	$	(11,837)	$	14,074	$	23,016	$	(11,188)	$	11,828

(a)

Balances at September 30, 2013 and December 31, 2012 reflect adjustments of $327 million and $353 million, respectively, to the present value of future profits in our run-off insurance operation to reflect the effects that would have been recognized had the related unrealized investment securities holding gains and losses actually been realized.

Intangible assets subject to amortization increased $2,895 million in the nine months ended September 30, 2013, primarily as a result of the acquisition of Avio ($1,830 million, of which $1,226 million is included in All other) and Lufkin ($926 million).

Consolidated amortization related to intangible assets subject to amortization was $429 million and $359 million in the three months ended September 30, 2013 and 2012, respectively, and $1,257 million and $1,079 million in the nine months ended September 30, 2013 and 2012, respectively.

(23)

8. BORROWINGS AND BANK DEPOSITS

	At
	September 30,		December 31,
(In millions)	2013		2012

Short-term borrowings
GE
Commercial paper	$	300	$	352
Payable to banks		218		23
Current portion of long-term borrowings		73		5,068
Other		511		598
Total GE short-term borrowings		1,102		6,041

GECC
Commercial paper
U.S.		27,360		33,686
Non-U.S.		5,671		9,370
Current portion of long-term borrowings(a)(b)		38,065		44,264
GE Interest Plus notes(c)		8,482		8,189
Other(b)		252		431
Total GECC short-term borrowings		79,830		95,940

Eliminations		(436)		(589)
Total short-term borrowings	$	80,496	$	101,392


Long-term borrowings
GE
Senior notes	$	10,967	$	10,963
Payable to banks, principally U.S.		73		13
Other		453		452
Total GE long-term borrowings		11,493		11,428

GECC
Senior unsecured notes(a)		191,118		199,646
Subordinated notes(d)		4,787		4,965
Subordinated debentures(e)		7,312		7,286
Other(b)		12,286		12,879
Total GECC long-term borrowings		215,503		224,776

Eliminations		(124)		(120)
Total long-term borrowings	$	226,872	$	236,084


Non-recourse borrowings of consolidated securitization entities(f)	$	29,966	$	30,123

Bank deposits(g)	$	50,761	$	46,461

Total borrowings and bank deposits	$	388,095	$	414,060

(a)

Included in total long-term borrowings were $526 million and $604 million of obligations to holders of GICs at September 30, 2013 and December 31, 2012, respectively. These obligations included conditions under which certain GIC holders could require immediate repayment of their investment should the long-term credit ratings of GECC fall below AA-/Aa3. The remaining outstanding GICs will continue to be subject to their scheduled maturities and individual terms, which may include provisions permitting redemption upon a downgrade of one or more of GECC’s ratings, among other things.

(b)	Included $9,855 million and $9,757 million of funding secured by real estate, aircraft and other collateral at September 30, 2013 and December 31, 2012, respectively, of which $3,808 million and $3,294 million is non-recourse to GECC at September 30, 2013 and December 31, 2012, respectively.

(c)	Entirely variable denomination floating-rate demand notes.

(d)	Included $300 million of subordinated notes guaranteed by GE at both September 30, 2013 and December 31, 2012.

(e)	Subordinated debentures receive rating agency equity credit and were hedged at issuance to the U.S. dollar equivalent of $7,725 million.

(f)	Included at September 30, 2013 and December 31, 2012, were $7,099 million and $7,707 million of current portion of long-term borrowings, respectively, and $22,867 million and $22,416 million of long-term borrowings, respectively. See Note 18.

(g)	Included $15,847 million and $16,157 million of deposits in non-U.S. banks at September 30, 2013 and December 31, 2012, respectively, and $16,557 million and $17,291 million of certificates of deposits with maturities greater than one year at September 30, 2013 and December 31, 2012, respectively.

(24)

In the first quarter of 2013, we repaid $5,000 million of 5% GE senior unsecured notes.

9. POSTRETIREMENT BENEFIT PLANS

We sponsor a number of pension and retiree health and life insurance benefit plans. Principal pension plans are the GE Pension Plan and the GE Supplementary Pension Plan. Principal retiree benefit plans provide health and life insurance benefits to certain eligible participants and these participants share in the cost of the healthcare benefits. Salaried employees who commence service on or after January 1, 2011 and any employee who commences service on or after January 1, 2012 are not eligible to participate in the GE Pension Plan, but will participate in a defined contribution retirement program. In 2012, we amended our principal retiree benefit plans such that, effective January 1, 2015, our post-65 retiree medical plans will be closed to salaried and retired salaried employees who are not enrolled in the plans as of that date, and we will no longer offer company-provided life insurance in retirement for certain salaried employees who retire after that date. Other pension plans include the U.S. and non-U.S. pension plans with pension assets or obligations greater than $50 million. Smaller pension plans and other retiree benefit plans are not material individually or in the aggregate. The effect on operations of the pension plans follows.

	Principal Pension Plans
	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Service cost for benefits earned	$	362	$	356	$	1,145	$	1,044
Prior service cost amortization		62		70		185		210
Expected return on plan assets		(875)		(939)		(2,625)		(2,830)
Interest cost on benefit obligation		615		619		1,845		1,858
Net actuarial loss amortization		916		855		2,748		2,565
Pension plans cost	$	1,080	$	961	$	3,298	$	2,847

	Other Pension Plans
	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Service cost for benefits earned	$	130	$	98	$	330	$	292
Prior service cost amortization		2		1		6		3
Expected return on plan assets		(170)		(155)		(496)		(467)
Interest cost on benefit obligation		135		128		392		385
Net actuarial loss amortization		85		69		256		209
Pension plans cost	$	182	$	141	$	488	$	422

The effect on operations of principal retiree health and life insurance plans follows.

	Principal Retiree Health
	and Life Insurance Plans
	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Service cost for benefits earned	$	43	$	58	$	168	$	168
Prior service cost amortization		98		126		294		418
Expected return on plan assets		(15)		(19)		(45)		(56)
Interest cost on benefit obligation		101		123		309		381
Net actuarial loss (gain) amortization		(16)		8		(28)		8
Net curtailment / other gain		-		(39)		-		(39)
Retiree benefit plans cost	$	211	$	257	$	698	$	880

(25)

10. OTHER LIABILITIES

We are involved in numerous remediation actions to clean up hazardous wastes as required by federal and state laws. Liabilities for remediation costs exclude possible insurance recoveries and, when dates and amounts of such costs are not known, are not discounted. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low end of such range. It is reasonably possible that our environmental remediation exposure will exceed amounts accrued. However, due to uncertainties about the status of laws, regulations, technology and information related to individual sites, such amounts are not reasonably estimable.

11. INCOME TAXES

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 are:

	At
	September 30,		December 31,
(In millions)	2013		2012

Unrecognized tax benefits	$	5,933	$	5,445
Portion that, if recognized, would reduce tax expense and effective tax rate(a)		4,462		4,032
Accrued interest on unrecognized tax benefits		1,038		961
Accrued penalties on unrecognized tax benefits		154		173
Reasonably possible reduction to the balance of unrecognized tax benefits
in succeeding 12 months		0-1,400		0-800
Portion that, if recognized, would reduce tax expense and effective tax rate(a)		0-800		0-700

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

The Internal Revenue Service (IRS) is currently auditing our consolidated income tax returns for 2008-2009. In addition, certain other U.S. tax deficiency issues and refund claims for previous years were unresolved. The IRS has disallowed the tax loss on our 2003 disposition of ERC Life Reinsurance Corporation. We expect to contest the disallowance of this loss. It is reasonably possible that other unresolved items related to pre-2010 federal tax returns 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.

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 2011 formation of the NBCU joint venture will be settled in cash no later than when GECC tax deductions and credits otherwise would have reduced the liability of the group absent the tax on formation.

(26)

12. SHAREOWNERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)
	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Investment securities
Beginning balance	$	146	$	472	$	677	$	(30)
Other comprehensive income (loss) (OCI) before reclassifications –
net of deferred taxes of $67, $68, $(302) and $331		155		104		(515)		575
Reclassifications from OCI – net of deferred taxes
of $11, $10, $124 and $28		15		18		153		45
Other comprehensive income (loss)(a)		170		122		(362)		620
Less: OCI attributable to noncontrolling interests		1		2		-		(2)
Balance at September 30	$	315	$	592	$	315	$	592

Currency translation adjustments (CTA)
Beginning balance	$	358	$	(861)	$	412	$	133
OCI before reclassifications –
net of deferred taxes of $(12), $(193), $(326) and $(207)		(327)		1,416		(313)		429
Reclassifications from OCI – net of deferred taxes
of $7, $72, $85 and $67		(56)		(120)		(156)		(123)
Other comprehensive income (loss)(a)		(383)		1,296		(469)		306
Less: OCI attributable to noncontrolling interests		11		5		(21)		9
Balance at September 30	$	(36)	$	430	$	(36)	$	430

Cash flow hedges
Beginning balance	$	(430)	$	(1,031)	$	(722)	$	(1,176)
OCI before reclassifications –
net of deferred taxes of $43, $285, $144 and $323		63		(39)		271		88
Reclassifications from OCI – net of deferred taxes
of $(20), $(188), $(85) and $(208)		(5)		104		80		122
Other comprehensive income (loss)(a)		58		65		351		210
Less: OCI attributable to noncontrolling interests		(2)		(1)		(1)		(1)
Balance at September 30	$	(370)	$	(965)	$	(370)	$	(965)

Benefit plans
Beginning balance	$	(18,537)	$	(21,303)	$	(20,597)	$	(22,901)
Prior service credit (costs) - net of deferred taxes
of $0, $447, $0 and $447		-		783		-		783
Net actuarial gain (loss) – net of deferred taxes
of $(7), $(302), $295 and $(236)		9		(556)		548		(460)
Net curtailment/settlement - net of deferred taxes
of $0, $0, $0 and $0		-		(39)		-		(39)
Prior service cost amortization – net of deferred taxes
of $68, $80, $201 and $256		100		121		298		389
Net actuarial gain (loss) amortization – net of deferred taxes
of $334, $319, $1,008 and $949		656		615		1,980		1,847
Other comprehensive income (loss)(a)		765		924		2,826		2,520
Less: OCI attributable to noncontrolling interests		-		(1)		1		(3)
Balance at September 30	$	(17,772)	$	(20,378)	$	(17,772)	$	(20,378)

Accumulated other comprehensive income (loss) at September 30	$	(17,863)	$	(20,321)	$	(17,863)	$	(20,321)

(a)	Total other comprehensive income (loss) was $610 million and $2,407 million for the three months ended September 30, 2013 and 2012, respectively, and $2,346 million and $3,656 million for the nine months ended September 30, 2013 and 2012, respectively.

(27)

Reclassification out of AOCI

Components of AOCI	Three months ended September 30,				Nine months ended September 30,				Statement of Earnings Caption
	2013		2012		2013		2012

Available-for-sale securities
Realized gains (losses) on
sale/impairment of securities	$	(26)	$	(28)	$	(277)	$	(73)	Other income
		11		10		124		28	Tax (expense) or benefit
	$	(15)	$	(18)	$	(153)	$	(45)	Net of tax

Currency translation adjustments
Gains (losses) on dispositions	$	49	$	48	$	71	$	56	Costs and expenses
		7		72		85		67	Tax (expense) or benefit
	$	56	$	120	$	156	$	123	Net of tax

Cash flow hedges
Gains (losses) on interest rate derivatives	$	(88)	$	(118)	$	(282)	$	(384)	Interest and other financial charges
Foreign exchange contracts		62		245		168		580	(a)
Other		51		(43)		119		(110)	(b)
		25		84		5		86	Total before tax
		(20)		(188)		(85)		(208)	Tax (expense) or benefit
	$	5	$	(104)	$	(80)	$	(122)	Net of tax

Benefit plan items
Amortization of prior service costs	$	(168)	$	(201)	$	(499)	$	(645)	(c)
Amortization of actuarial gains (losses)		(990)		(934)		(2,988)		(2,796)	(c)
		(1,158)		(1,135)		(3,487)		(3,441)	Total before tax
		402		399		1,209		1,205	Tax (expense) or benefit
	$	(756)	$	(736)	$	(2,278)	$	(2,236)	Net of tax

Total reclassification adjustments	$	(710)	$	(738)	$	(2,355)	$	(2,280)	Net of tax

(a)

Includes $73 million and $268 million in GECC revenues from services and $(11) million and $(23) million in interest and other financial charges for the three months ended September 30, 2013 and 2012, respectively, and $210 million and $673 million in GECC revenues from services and $(42) million and $(93) million in interest and other financial charges for the nine months ended September 30, 2013 and 2012, respectively.

(b)	Primarily included in costs and expenses.

(c)	Amortization of prior service costs and actuarial gains and losses out of AOCI are included in the computation of net periodic pension costs. See Note 9 for further information.

Noncontrolling Interests

A summary of changes to noncontrolling interests follows

	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Beginning balance	$	6,302	$	3,780	$	5,444	$	1,696
Net earnings (loss)		(10)		17		140		88
GECC issuance of preferred stock		-		1,733		990		3,960
GECC preferred stock dividend		-		-		(135)		-
Dividends		(9)		(21)		(72)		(35)
Dispositions		(15)		-		(119)		-
AOCI and other		85		(45)		105		(245)
Ending balance	$	6,353	$	5,464	$	6,353	$	5,464

(28)

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

During 2012, GECC issued 40,000 shares of non-cumulative perpetual preferred stock with a $0.01 par value for proceeds of $3,960 million. Of these shares, 22,500 bear an initial fixed interest rate of 7.125% through June 12, 2022, bear a floating rate equal to three-month LIBOR plus 5.296% thereafter and are callable on June 15, 2022 and 17,500 shares bear an initial fixed interest rate of 6.25% through December 15, 2022, bear a floating rate equal to three-month LIBOR plus 4.704% thereafter and are callable on December 15, 2022. Dividends on the GECC preferred stock are payable semi-annually, in June and December, with the first payment on these issuances made in December 2012.

GECC preferred stock is presented as noncontrolling interests in the GE consolidated statement of financial position.

GECC paid dividends of $500 million and $471 million and special dividends of $1,500 million and $1,975 million to GE in the three months ended September 30, 2013 and 2012, respectively. GECC paid dividends of $947 million and $946 million and special dividends of $3,000 million and $4,500 million to GE in the nine months ended September 30, 2013 and 2012, respectively.

On October 16, 2013, Berkshire Hathaway Inc. (Berkshire Hathaway) exercised in full their warrants to purchase shares of GE common stock and on October 17, 2013, GE delivered 10.7 million shares to Berkshire Hathaway. The total number of shares issued was based on the amount by which the average market price of GE common stock over the 20 trading days preceding the date of exercise exceeded the exercise price of $22.25.

13. GECC REVENUES FROM SERVICES

	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Interest on loans	$	4,585	$	4,708	$	13,608	$	14,328
Equipment leased to others		2,435		2,531		7,397		7,720
Fees		1,199		1,173		3,499		3,493
Investment income(a)		514		636		1,502		1,971
Financing leases		395		392		1,220		1,455
Associated companies		406		451		852		1,146
Premiums earned by insurance activities		403		433		1,208		1,294
Real estate investments(b)		331		464		2,139		1,202
Other items(a)		369		452		1,670		1,269
		10,637		11,240		33,095		33,878
Eliminations		(427)		(312)		(1,160)		(953)
Total	$	10,210	$	10,928	$	31,935	$	32,925

(a)

Included net other-than-temporary impairments on investment securities of $56 million and $25 million in the three months ended September 30, 2013 and 2012, respectively, and $467 million and $89 million in the nine months ended September 30, 2013 and 2012, respectively, of which $96 million related to the impairment of an investment in a Brazilian company that was fully offset by the benefit of a guarantee provided by GE reflected as a component in other items for both the three and nine months ended September 30, 2013.

(b)	During the nine months ended September 30, 2013, we sold real estate comprising certain floors located at 30 Rockefeller Center, New York for a pre-tax gain of $902 million.

(29)

14. EARNINGS PER SHARE INFORMATION

GE’s authorized common stock consists of 13,200,000,000 shares having a par value of $0.06 each. Information related to the calculation of earnings per share follows.

	Three months ended September 30,
	2013				2012
(In millions; per-share amounts in dollars)	Diluted		Basic		Diluted		Basic

Amounts attributable to the Company:
Consolidated
Earnings from continuing operations attributable to
common shareowners for per-share calculation(a)(b)	$	3,259	$	3,269	$	3,445	$	3,445
Earnings (loss) from discontinued operations
for per-share calculation(a)		(92)		(82)		41		41
Net earnings attributable to GE common
shareowners for per-share calculation(a)	$	3,177	$	3,187	$	3,486	$	3,486

Average equivalent shares
Shares of GE common stock outstanding		10,151		10,151		10,523		10,523
Employee compensation-related shares (including
stock options) and warrants		72		-		45		-
Total average equivalent shares		10,223		10,151		10,568		10,523

Per-share amounts
Earnings from continuing operations	$	0.32	$	0.32	$	0.33	$	0.33
Earnings (loss) from discontinued operations		(0.01)		(0.01)		-		-
Net earnings		0.31		0.31		0.33		0.33

(a)	Included an insignificant amount of dividend equivalents in each of the periods presented.

(b)	Included the dilutive adjustment for the change in income for forward purchase contracts that may be settled in stock for the three months ended September 30, 2013.

	Nine months ended September 30,
	2013				2012
(In millions; per-share amounts in dollars)	Diluted		Basic		Diluted		Basic

Amounts attributable to the Company:
Consolidated
Earnings from continuing operations attributable to
common shareowners for per-share calculation(a)(b)	$	10,150	$	10,150	$	10,325	$	10,325
Earnings (loss) from discontinued operations
for per-share calculation(a)		(312)		(312)		(707)		(707)
Net earnings attributable to GE common
shareowners for per-share calculation(a)	$	9,838	$	9,838	$	9,617	$	9,617

Average equivalent shares
Shares of GE common stock outstanding		10,262		10,262		10,552		10,552
Employee compensation-related shares (including
stock options) and warrants		65		-		38		-
Total average equivalent shares		10,328		10,262		10,590		10,552

Per-share amounts
Earnings from continuing operations	$	0.98	$	0.99	$	0.98	$	0.98
Earnings (loss) from discontinued operations		(0.03)		(0.03)		(0.07)		(0.07)
Net earnings		0.95		0.96		0.91		0.91

(a)	Included an insignificant amount of dividend equivalents in each of the periods presented.

(b)	Included the dilutive adjustment for the change in income for forward purchase contracts that may be settled in stock for the nine months ended September 30, 2013.

For the three and nine months ended September 30, 2013 and 2012, there were approximately 78 million and 134 million, respectively, and 273 million and 290 million, respectively, of outstanding stock awards that were not included in the computation of diluted earnings per share because their effect was antidilutive.

(30)

Earnings-per-share amounts are computed independently for earnings from continuing operations, earnings (loss) from discontinued operations and net earnings. As a result, the sum of per-share amounts from continuing operations and discontinued operations may not equal the total per-share amounts for net earnings.

15. FAIR VALUE MEASUREMENTS

For a description of how we estimate fair value, see Note 1 in our 2012 consolidated financial statements.

The following tables present our assets and liabilities measured at fair value on a recurring basis. Included in the tables are investment securities primarily supporting obligations to annuitants and policyholders in our run-off insurance operations and supporting obligations to holders of GICs in Trinity (which ceased issuing new investment contracts beginning in the first quarter of 2010), 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.

(31)

									Netting
(In millions)	Level 1		(a)	Level 2		(a)	Level 3		adjustment		(b)	Net balance

September 30, 2013
Assets
Investment securities
Debt
U.S. corporate	$	-		$	19,091		$	3,298	$	-		$	22,389
State and municipal		-			4,150			94		-			4,244
Residential mortgage-backed		-			1,943			88		-			2,031
Commercial mortgage-backed		-			3,011			14		-			3,025
Asset-backed(c)		-			541			5,938		-			6,479
Corporate – non-U.S.		63			796			1,053		-			1,912
Government – non-U.S.		1,613			803			33		-			2,449
U.S. government and federal agency		-			639			212		-			851
Retained interests		-			-			78		-			78
Equity
Available-for-sale		245			31			11		-			287
Trading		150			2			-		-			152
Derivatives(d)		-			7,157			185		(5,875)			1,467
Other(e)		-			-			718		-			718
Total	$	2,071		$	38,164		$	11,722	$	(5,875)		$	46,082

Liabilities
Derivatives	$	-		$	5,198		$	22	$	(4,437)		$	783
Other(f)		-			1,036			-		-			1,036
Total	$	-		$	6,234		$	22	$	(4,437)		$	1,819

December 31, 2012
Assets
Investment securities
Debt
U.S. corporate	$	-		$	20,580		$	3,591	$	-		$	24,171
State and municipal		-			4,469			77		-			4,546
Residential mortgage-backed		-			2,162			100		-			2,262
Commercial mortgage-backed		-			3,088			6		-			3,094
Asset-backed(c)		-			715			5,023		-			5,738
Corporate – non-U.S.		71			1,132			1,218		-			2,421
Government – non-U.S.		702			1,019			42		-			1,763
U.S. government and federal agency		-			3,288			277		-			3,565
Retained interests		-			-			83		-			83
Equity
Available-for-sale		590			16			13		-			619
Trading		248			-			-		-			248
Derivatives(d)		-			11,432			434		(7,926)			3,940
Other(e)		35			-			799		-			834
Total	$	1,646		$	47,901		$	11,663	$	(7,926)		$	53,284

Liabilities
Derivatives	$	-		$	3,434		$	20	$	(3,177)		$	277
Other(f)		-			908			-		-			908
Total	$	-		$	4,342		$	20	$	(3,177)		$	1,185

(a)	The fair value of securities transferred between Level 1 and Level 2 was $2 million in the nine months ended September 30, 2013.

(b)	The netting of derivative receivables and payables (including the effects of any collateral posted or received) is permitted when a legally enforceable master netting agreement exists.

(c)	Includes investments in our CLL business in asset-backed securities collateralized by senior secured loans of high-quality, middle-market companies in a variety of industries.

(d)

The fair value of derivatives included an adjustment for non-performance risk. The cumulative adjustment was a gain (loss) of $(6) million and $(15) million at September 30, 2013 and December 31, 2012, respectively. See Note 16 for additional information on the composition of our derivative portfolio.

(e)	Included private equity investments and loans designated under the fair value option.

(f)	Primarily represented the liability associated with certain of our deferred incentive compensation plans.

(32)

The following tables present the changes in Level 3 instruments measured on a recurring basis for the three and nine months ended September 30, 2013 and 2012, respectively. The majority of our Level 3 balances consist of investment securities classified as available-for-sale with changes in fair value recorded in shareowners’ equity.

Changes in Level 3 Instruments for the Three Months Ended September 30, 2013
																						Net
(In millions)																						change in
						Net realized/																unrealized
			Net			unrealized																gains
			realized/			gains (losses)																(losses)
			unrealized			included in																relating to
	Balance		gains			accumulated														Balance		instruments
	at		(losses)			other								Transfers			Transfers			at		still held at
	July 1,		included			comprehensive								into			out of			September 30,		September 30,
	2013		in earnings		(a)	income		Purchases		Sales		Settlements		Level 3		(b)	Level 3		(b)	2013		2013		(c)

Investment securities
Debt
U.S. corporate	$	3,229	$	24		$	(32)	$	160	$	(34)	$	(49)	$	-		$	-		$	3,298	$	-
State and municipal		98		-			(4)		4		-		(4)		-			-			94		-
Residential
mortgage-backed		91		-			(2)		-		-		(1)		-			-			88		-
Commercial
mortgage-backed		5		-			-		-		-		(1)		10			-			14		-
Asset-backed		5,346		1			36		569		-		(14)		-			-			5,938		-
Corporate – non-U.S.		1,197		(29)			(2)		1,827		-		(1,930)		-			(10)			1,053		-
Government
– non-U.S.		38		1			(6)		-		-		-		-			-			33		-
U.S. government and
federal agency		264		-			(52)		-		-		-		-			-			212		-
Retained interests		93		-			(11)		-		-		(4)		-			-			78		-
Equity
Available-for-sale		10		-			-		-		-		-		1			-			11		-
Derivatives(d)(e)		167		1			1		(1)		-		2		2			(1)			171		13
Other		854		16			(1)		148		(295)		-		-			(4)			718		(34)
Total	$	11,392	$	14		$	(73)	$	2,707	$	(329)	$	(2,001)	$	13		$	(15)		$	11,708	$	(21)

(a)	Earnings effects are primarily included in the “GECC revenues from services” and “Interest and other financial charges” captions in the Condensed 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 $8 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 16.

(33)

Changes in Level 3 Instruments for the Three Months Ended September 30, 2012
																						Net
(In millions)																						change in
						Net realized/																unrealized
			Net			unrealized																gains
			realized/			gains (losses)																(losses)
			unrealized			included in																relating to
	Balance		gains			accumulated														Balance		instruments
	at		(losses)			other								Transfers			Transfers			at		still held at
	July 1,		included			comprehensive								into			out of			September 30,		September 30,
	2012		in earnings		(a)	income		Purchases		Sales		Settlements		Level 3		(b)	Level 3		(b)	2012		2012		(c)

Investment securities
Debt
U.S. corporate	$	3,372	$	10		$	32	$	71	$	(34)	$	(16)	$	144		$	-		$	3,579	$	-
State and municipal		81		-			8		12		-		(1)		78			(25)			153		-
Residential
mortgage-backed		97		-			(2)		1		-		-		5			(67)			34		-
Commercial
mortgage-backed		-		-			-		-		-		-		6			-			6		-
Asset-backed		4,304		(3)			90		483		(58)		5		4			(6)			4,819		-
Corporate – non-U.S.		1,363		(7)			20		18		(30)		(59)		-			(10)			1,295		-
Government
– non-U.S.		51		-			2		-		-		(12)		-			-			41		-
U.S. government and
federal agency		261		-			6		-		-		-		-			-			267		-
Retained interests		31		1			-		3		(3)		(3)		-			-			29		-
Equity
Available-for-sale		14		-			-		-		-		(1)		1			(3)			11		-
Derivatives(d)(e)		348		41			-		(8)		3		(25)		-			(1)			358		40
Other		785		(7)			9		52		(58)		-		-			-			781		(10)
Total	$	10,707	$	35		$	165	$	632	$	(180)	$	(112)	$	238		$	(112)		$	11,373	$	30

(a)	Earnings effects are primarily included in the “GECC revenues from services” and “Interest and other financial charges” captions in the Condensed 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 $4 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 16.

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Changes in Level 3 Instruments for the Nine Months Ended September 30, 2013

						Net																Net
(In millions)						realized/																change in
						unrealized																unrealized
			Net			gains																gains
			realized/				(losses)															(losses)
			unrealized			included in																relating to
	Balance		gains			accumulated														Balance		instruments
	at		(losses)			other								Transfers			Transfers			at		still held at
	January 1,		included			comprehensive								into			out of			September 30,		September 30,
	2013		in earnings		(a)	income		Purchases		Sales		Settlements		Level 3		(b)	Level 3		(b)	2013		2013		(c)

Investment securities
Debt
U.S. corporate	$	3,591	$	(247)		$	184	$	257	$	(383)	$	(139)	$	108		$	(73)		$	3,298	$	-
State and municipal		77		-			(8)		20		-		(5)		10			-			94		-
Residential
mortgage-backed		100		-			(4)		-		(2)		(6)		-			-			88		-
Commercial
mortgage-backed		6		-			-		-		-		(2)		10			-			14		-
Asset-backed		5,023		3			(32)		1,479		(1)		(539)		12			(7)			5,938		-
Corporate
– non-U.S.		1,218		(112)			18		4,637		(3)		(4,672)		21			(54)			1,053		-
Government
– non-U.S.		42		1			(10)		-		-		-		-			-			33		-
U.S. government and
federal agency		277		-			(65)		-		-		-		-			-			212		-
Retained interests		83		5			5		2		-		(17)		-			-			78		-
Equity
Available-for-sale		13		-			-		-		-		-		-			(2)			11		-
Derivatives(d)(e)		416		(52)			2		(2)		-		(221)		28			-			171		(30)
Other		799		(81)			3		352		(351)		-		-			(4)			718		(121)
Total	$	11,645	$	(483)		$	93	$	6,745	$	(740)	$	(5,601)	$	189		$	(140)		$	11,708	$	(151)

(a)	Earnings effects are primarily included in the “GECC revenues from services” and “Interest and other financial charges” captions in the Condensed 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 $8 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 16.

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Changes in Level 3 Instruments for the Nine Months Ended September 30, 2012
						Net																Net
(In millions)						realized/																change in
						unrealized																unrealized
			Net			gains																gains
			realized/				(losses)															(losses)
			unrealized			included in																relating to
	Balance		gains			accumulated														Balance		instruments
	at		(losses)			other								Transfers			Transfers			at		still held at
	January 1,		included			comprehensive								into			out of			September 30,		September 30,
	2012		in earnings		(a)	income		Purchases		Sales		Settlements		Level 3		(b)	Level 3		(b)	2012		2012		(c)

Investment securities
Debt
U.S. corporate	$	3,235	$	69		$	(2)	$	203	$	(105)	$	(63)	$	260		$	(18)		$	3,579	$	-
State and municipal		77		-			11		13		-		(1)		78			(25)			153		-
Residential
mortgage-backed		41		(3)			1		1		-		(3)		74			(77)			34		-
Commercial
mortgage-backed		4		-			-		-		(1)		-		6			(3)			6		-
Asset-backed		4,040		-			43		881		(164)		5		20			(6)			4,819		-
Corporate
– non-U.S.		1,204		(19)			17		334		(30)		(137)		23			(97)			1,295		-
Government
– non-U.S.		84		(34)			37		65		(72)		(39)		-			-			41		-
U.S. government and
federal agency		253		-			14		-		-		-		-			-			267		-
Retained interests		35		1			(8)		12		(6)		(5)		-			-			29		-
Equity
Available-for-sale		17		-			(2)		3		(4)		(1)		1			(3)			11		-
Derivatives(d)(e)		369		71			(1)		13		-		(43)		(1)			(50)			358		68
Other		817		25			(4)		93		(100)		-		-			(50)			781		24
Total	$	10,176	$	110		$	106	$	1,618	$	(482)	$	(287)	$	461		$	(329)		$	11,373	$	92

(a)	Earnings effects are primarily included in the “GECC revenues from services” and “Interest and other financial charges” captions in the Condensed 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 $4 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 16.

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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 September 30, 2013 and December 31, 2012. 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				Remeasured during
	the nine months ended				the year ended
	September 30, 2013				December 31, 2012
(In millions)	Level 2		Level 3		Level 2		Level 3

Financing receivables and loans held for sale	$	148	$	2,693	$	366	$	4,094
Cost and equity method investments(a)		1		954		8		313
Long-lived assets, including real estate		946		2,126		702		2,182
Total	$	1,095	$	5,773	$	1,076	$	6,589

(a)	Includes the fair value of private equity and real estate funds included in Level 3 of $72 million and $84 million at September 30, 2013 and December 31, 2012, respectively.

The following table represents the fair value adjustments to assets measured at fair value on a non-recurring basis and still held at September 30, 2013 and 2012.

	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Financing receivables and loans held for sale	$	(107)	$	(225)	$	(257)	$	(411)
Cost and equity method investments(a)		(45)		(50)		(276)		(105)
Long-lived assets, including real estate(b)		(366)		(451)		(855)		(650)
Total	$	(518)	$	(726)	$	(1,388)	$	(1,166)

(a)	Includes fair value adjustments associated with private equity and real estate funds of $(4) million and $(1) million in the three months ended September 30, 2013 and 2012, respectively, and $(11) million and $(3) million in the nine months ended September 30, 2013 and 2012, respectively.

(b)

Includes impairments related to real estate equity properties and investments recorded in other costs and expenses of $12 million and $71 million in the three months ended September 30, 2013 and 2012, respectively, and $226 million and $126 million in the nine months ended September 30, 2013 and 2012, respectively.

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Level 3 Measurements

The following table presents information relating to the significant unobservable inputs of our Level 3 recurring and non-recurring measurements.


	Fair value at				Range
	September 30,		Valuation	Unobservable	(weighted
(Dollars in millions)	2013		technique	inputs	average)

Recurring fair value measurements

Investment securities
Debt

U.S. corporate	$	1,249	Income approach	Discount rate(a)	1.5%-38.0% (14.6%)

Asset-backed		5,888	Income approach	Discount rate(a)	1.5%-10.5% (4.1%)

Corporate – non-U.S.		747	Income approach	Discount rate(a)	0.8%-30.6% (14.0%)

Other financial assets		579	Income approach, Market comparables	Weighted average cost of capital	8.9%-9.2% (9.2%)

				EBITDA multiple	5.6X-8.2X (5.8X)

				Discount rate(a)	4.7%-5.5% (5.2%)

				Capitalization rate(b)	6.3%-7.5% (7.2%)

Non-recurring fair value measurements

Financing receivables and loans held for sale	$	1,915	Income approach, Business enterprise value	Capitalization rate(b)	5.5%-16.7% (8.0%)

				EBITDA multiple	4.3X-7.0X (5.8X)


Cost and equity method investments		387	Income approach	Discount rate(a)	11.5%-11.5% (11.5%)

				Discount for lack	5.7%-5.9% (5.8%)
				of marketability

				Capitalization rate(b)	8.5%-10.6% (10.2%)

Long-lived assets, including real estate		622	Income approach	Capitalization rate(b)	5.4%-14.5% (8.3%)


	Fair value at				Range
	December 31,		Valuation	Unobservable	(weighted
	2012		technique	inputs	average)

Recurring fair value measurements

Investment securities
Debt
U.S. corporate	$	1,652	Income approach	Discount rate(a)	1.3%-29.9% (11.1%)

Asset-backed		4,977	Income approach	Discount rate(a)	2.1%-13.1% (3.8%)

Corporate – non-U.S.		865	Income approach	Discount rate(a)	1.5%-25.0% (13.2%)

Other financial assets		633	Income approach, Market comparables	Weighted average cost of capital	8.7%-10.2% (8.7%)

				EBITDA multiple	4.9X-10.6X (7.9X)

Non-recurring fair value measurements

Financing receivables and loans held for sale	$	2,835	Income approach, Business enterprise value	Capitalization rate(b)	3.8%-14.0% (8.0%)

				EBITDA multiple	2.0X-6.0X (4.8X)

Cost and equity method investments		72	Income approach	Capitalization rate(b)	9.2%-12.8% (12.0%)

Long-lived assets, including real estate		985	Income approach	Capitalization rate(b)	4.8%-14.6% (7.3%)

(a)	Discount rates are determined based on inputs that market participants would use when pricing investments, including credit and liquidity risk. An increase in the discount rate would result in a decrease in the fair value.

(b)	Represents the rate of return on net operating income that is considered acceptable for an investor and is used to determine a property’s capitalized value. An increase in the capitalization rate would result in a decrease in the fair value.

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At September 30, 2013 and December 31, 2012, other Level 3 recurring fair value measurements of $2,894 million and $3,146 million, respectively, and non-recurring measurements of $2,447 million and $2,412 million, respectively, are valued using non-binding broker quotes or other third-party sources. For a description of our process to evaluate third-party pricing servicers, see Note 1 in our 2012 consolidated financial statements. At September 30, 2013 and December 31, 2012, other recurring fair value measurements of $343 million and $370 million, respectively, and non-recurring fair value measurements of $402 million and $285 million, respectively, were individually insignificant and utilize a number of different unobservable inputs not subject to meaningful aggregation.

16. FINANCIAL INSTRUMENTS

The following table provides information about the assets and liabilities not carried at fair value in our Condensed Statement of Financial Position. The table excludes finance leases and non-financial assets and liabilities. Substantially all of the assets discussed below are considered to be Level 3. The vast majority of our liabilities’ fair value can be determined based on significant observable inputs and thus considered Level 2. Few of the instruments are actively traded and their fair values must often be determined using financial models. Realization of the fair value of these instruments depends upon market forces beyond our control, including marketplace liquidity. For a description on how we estimate fair value, see Note 22 in our 2012 consolidated financial statements.

	September 30, 2013						December 31, 2012
			Assets (liabilities)						Assets (liabilities)
			Carrying						Carrying
	Notional		amount		Estimated		Notional		amount		Estimated
(In millions)	amount		(net)		fair value		amount		(net)		fair value


GE
Assets
Investments and notes
receivable	$	(a)	$	440	$	448	$	(a)	$	222	$	222
Liabilities
Borrowings(b)		(a)		(12,595)		(13,123)		(a)		(17,469)		(18,619)
GECC
Assets
Loans		(a)		224,691		228,490		(a)		236,678		239,084
Other commercial mortgages		(a)		2,012		1,956		(a)		2,222		2,249
Loans held for sale		(a)		357		357		(a)		1,180		1,181
Other financial instruments(c)		(a)		1,720		2,247		(a)		1,858		2,276
Liabilities
Borrowings and bank
deposits(b)(d)		(a)		(376,060)		(388,415)		(a)		(397,300)		(414,533)
Investment contract benefits		(a)		(3,186)		(3,745)		(a)		(3,321)		(4,150)
Guaranteed investment
contracts		(a)		(1,521)		(1,531)		(a)		(1,644)		(1,674)
Insurance – credit life(e)		2,155		(112)		(95)		2,277		(120)		(104)

(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 September 30, 2013 and December 31, 2012 would have been reduced by $2,851 million and $7,937 million, respectively.

(e)	Net of reinsurance of $1,250 million and $2,000 million at September 30, 2013 and December 31, 2012, respectively.

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Loan Commitments
	Notional amount at
	September 30,		December 31,
(In millions)	2013		2012

Ordinary course of business lending commitments(a)	$	4,781	$	3,708
Unused revolving credit lines(b)
Commercial(c)		15,095		17,929
Consumer – principally credit cards		284,855		271,387

(a)	Excluded investment commitments of $1,615 million and $1,276 million as of September 30, 2013 and December 31, 2012, respectively.

(b)	Excluded inventory financing arrangements, which may be withdrawn at our option, of $14,233 million and $12,813 million as of September 30, 2013 and December 31, 2012, respectively.

(c)

Included commitments of $10,776 million and $12,923 million as of September 30, 2013 and December 31, 2012, respectively, associated with secured financing arrangements that could have increased to a maximum of $13,461 million and $15,731 million at September 30, 2013 and December 31, 2012, respectively, based on asset volume under the arrangement.

Securities Repurchase and Reverse Repurchase Arrangements

Our issuances of securities repurchase agreements are insignificant and are limited to activities at certain of our foreign banks primarily for purposes of liquidity management. At September 30, 2013, we were party to repurchase agreements totaling $12 million, which were reported in short-term borrowings on the financial statements. We have had no repurchase agreements that were accounted for as off-book financing and we do not engage in securities lending transactions.

We also enter into reverse securities repurchase agreements primarily for short-term investment with maturities of 90 days or less. At September 30, 2013, we were party to reverse repurchase agreements totaling $20.4 billion, which were reported in cash and equivalents on the financial statements. Under these reverse securities repurchase agreements, we typically lend available cash at a specified rate of interest and hold U.S. or highly-rated European government securities as collateral during the term of the agreement. Collateral value is in excess of amounts loaned under the agreements.

Derivatives and hedging

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

The notional amounts of derivative contracts represent the basis upon which interest and other payments are calculated and are reported gross, except for offsetting foreign currency forward contracts that are executed in order to manage our currency risk of net investment in foreign subsidiaries. Of the outstanding notional amount of $319,000 million, approximately 86% or $275,000 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 that 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 concurrently, the derivatives are deemed economic hedges and hedge accounting is not applied. This most frequently occurs when we hedge a recognized foreign currency transaction (e.g., a receivable or payable) with a derivative. Since the effects of changes in exchange rates are reflected concurrently in earnings for both the derivative and the transaction, the economic hedge does not require hedge accounting.

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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.

	At
	September 30, 2013				December 31, 2012
	Fair value				Fair value
(In millions)		Assets		Liabilities		Assets		Liabilities

Derivatives accounted for as hedges
Interest rate contracts	$	4,339		1,630	$	8,443	$	719
Currency exchange contracts		906		1,593		890		1,777
Other contracts		1		3		1		-
		5,246		3,226		9,334		2,496

Derivatives not accounted for as hedges
Interest rate contracts		304		158		452		195
Currency exchange contracts		1,589		1,792		1,797		691
Other contracts		203		44		283		72
		2,096		1,994		2,532		958

Gross derivatives recognized in statement of
financial position
Gross derivatives		7,342		5,220		11,866		3,454
Gross accrued interest		1,199		102		1,683		14
		8,541		5,322		13,549		3,468

Amounts offset in statement of financial position
Netting adjustments(a)		(3,819)		(3,813)		(2,801)		(2,786)
Cash collateral(b)		(2,056)		(624)		(5,125)		(391)
		(5,875)		(4,437)		(7,926)		(3,177)

Net derivatives recognized in statement of
financial position
Net derivatives		2,666		885		5,623		291

Amounts not offset in statement of
financial position
Securities held as collateral(c)		(1,706)		-		(5,227)		-

Net amount	$	960	$	885	$	396	$	291

Derivatives are classified in the captions “All other assets” and “All other liabilities” and the related accrued interest is classified in “Other GECC receivables” and “All 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 September 30, 2013 and December 31, 2012, the cumulative adjustment for non-performance risk was a gain (loss) of $(6) million and $(15) million, respectively.

(b)	Excludes excess cash collateral received and posted of $24 million and $11 million at September 30, 2013, respectively, and $42 million and $10 million at December 31, 2012, respectively.

(c)	Excludes excess securities collateral received of $53 million and $359 million at September 30, 2013 and December 31, 2012, 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 and other financial charges, along with offsetting adjustments to the carrying amount of the hedged debt. The following tables provide information about the earnings effects of our fair value hedging relationships for the three and nine months ended September 30, 2013 and 2012, respectively.

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	Three months ended September 30,
	2013				2012
(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	$	(449)	$	410	$	441	$	(552)
Currency exchange contracts		(4)		3		8		(10)

Fair value hedges resulted in $(40) million and $(113) million of ineffectiveness in the three months ended September 30, 2013 and 2012, respectively. In both the three months ended September 30, 2013 and 2012, there were insignificant amounts excluded from the assessment of effectiveness.

	Nine months ended September 30,
	2013				2012
(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	$	(4,295)	$	4,236	$	1,226	$	(1,514)
Currency exchange contracts		(11)		10		(103)		91

Fair value hedges resulted in $(60) million and $(300) million of ineffectiveness in the nine months ended September 30, 2013 and 2012, respectively. In both the nine months ended September 30, 2013 and 2012, there were insignificant amounts excluded from the assessment of effectiveness.

Cash flow hedges

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

The following tables provide information about the amounts recorded in AOCI, as well as the gain (loss) recorded in earnings, when reclassified out of AOCI, for the three and nine months ended September 30, 2013 and 2012, respectively. See Note 12 for additional information about reclassifications out of AOCI.

					Gain (loss) reclassified
	Gain (loss) recognized in AOCI				from AOCI into earnings
(In millions)	for the three months ended September 30,				for the three months ended September 30,
	2013		2012		2013		2012

Cash flow hedges
Interest rate contracts	$	(24)	$	(68)	$	(88)	$	(118)
Currency exchange contracts		58		301		114		203
Commodity contracts		1		4		(1)		(1)
Total	$	35	$	237	$	25	$	84

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					Gain (loss) reclassified
	Gain (loss) recognized in AOCI				from AOCI into earnings for
(In millions)	for the nine months ended September 30,				for the nine months ended September 30,
	2013		2012		2013		2012


Cash flow hedges
Interest rate contracts	$	(15)	$	(147)	$	(282)	$	(384)
Currency exchange contracts		372		590		290		473
Commodity contracts		(6)		8		(3)		(3)
Total	$	351	$	451	$	5	$	86

The total pre-tax amount in AOCI related to cash flow hedges of forecasted transactions was a $380 million loss at September 30, 2013. We expect to transfer $272 million to earnings as an expense in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. In both the three and nine months ended September 30, 2013 and 2012, 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 September 30, 2013 and 2012, the maximum term of derivative instruments that hedge forecasted transactions was 19 years and 20 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 GECC revenues from services and totaled $(1) million and $1 million in the three months ended September 30, 2013 and 2012, respectively, and $0 million and $4 million in the nine months ended September 30, 2013 and 2012, 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 tables provide information about the amounts recorded in AOCI for the three and nine months ended September 30, 2013 and 2012, respectively, as well as the gain (loss) recorded in GECC revenues from services when reclassified out of AOCI.

	Gain (loss) recognized in CTA				Gain (loss) reclassified from CTA
(In millions)	for the three months ended September 30,				for the three months ended September 30,
	2013		2012		2013		2012
Net investment hedges
Currency exchange contracts	$	645	$	(2,939)	$	(169)	$	39

	Gain (loss) recognized in CTA				Gain (loss) reclassified from CTA
(In millions)	for the nine months ended September 30,				for the nine months ended September 30,
	2013		2012		2013		2012
Net investment hedges
Currency exchange contracts	$	3,162	$	(2,588)	$	(278)	$	27

The amounts related to the change in the fair value of the forward points that are excluded from the measure of effectiveness were $(161) million and $(183) million in the three months ended September 30, 2013 and 2012, respectively, and $(514) million and $(663) million in the nine months ended September 30, 2013 and 2012, respectively, and are recorded in interest and other financial charges.

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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 GECC revenues from services or other income, based on our accounting policy. In general, the earnings effects of the item that represent the economic risk exposure are recorded in the same caption as the derivative. Gains (losses) for the nine months ended September 30, 2013 on derivatives not designated as hedges were $(960) million composed of amounts related to interest rate contracts of $(90) million, currency exchange contracts of $(1,011) million, and other derivatives of $141 million. These losses were more than offset by the earnings effects from the underlying items that were economically hedged. Gains (losses) for the nine months ended September 30, 2012 on derivatives not designated as hedges were $(528) million composed of amounts related to interest rate contracts of $(217) million, currency exchange contracts of $(472) million, and other derivatives of $161 million. These losses were more than offset the earnings effects from the underlying items that were economically hedged.

Counterparty credit risk

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

As discussed above, we have provisions in certain of our master agreements that require counterparties to post collateral (typically, cash or U.S. Treasury securities) when our receivable due from the counterparty, measured at current market value, exceeds a specified limit. The fair value of such collateral was $3,762 million, of which $2,056 million was cash and $1,706 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 $624 million at September 30, 2013. At September 30, 2013, our exposure to counterparties (including accrued interest), net of collateral we hold, was $895 million. This excludes exposure related to embedded derivatives.

Additionally, our master agreements typically contain mutual downgrade provisions that provide the ability of each party to require termination if the long-term credit rating of the counterparty were to fall below A-/A3. In certain of these master agreements, each party also has the ability to require termination if the short-term rating of the counterparty were to fall below A-1/P-1. Our master agreements also typically contain provisions that provide termination rights upon the occurrence of certain other events, such as a bankruptcy or events of default by one of the parties. If an agreement was terminated under any of these circumstances, the termination amount payable would be determined on a net basis and could also take into account any collateral posted. The net amount of our derivative liability, after consideration of collateral posted by us and outstanding interest payments was $851 million at September 30, 2013. This excludes embedded derivatives.

17. 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, troubled debt restructuring (TDR) and nonaccrual financing receivables are defined by the authoritative guidance and we base our categorization on the related scope and definitions contained in the related standards. The categories of 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 in our 2012 consolidated financial statements.

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COMMERCIAL

Financing Receivables and Allowance for Losses

The following table provides further information about general and specific reserves related to Commercial financing receivables.

	Financing receivables
	September 30,		December 31,
(In millions)	2013		2012

CLL
Americas	$	69,240	$	72,517
Europe(a)		35,529		37,037
Asia		9,573		11,401
Other(a)		468		603
Total CLL		114,810		121,558

Energy Financial Services		4,367		4,851

GECAS		9,642		10,915

Other		393		486

Total Commercial financing receivables, before allowance for losses	$	129,212	$	137,810

Non-impaired financing receivables	$	125,086	$	132,741
General reserves		599		554

Impaired loans		4,126		5,069
Specific reserves		311		487

(a)	During the third quarter of 2013, we transferred our European equipment services portfolio from CLL Other to CLL Europe. 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.

	September 30, 2013				December 31, 2012
	Over 30 days		Over 90 days		Over 30 days		Over 90 days
	past due		past due		past due		past due

CLL
Americas	1.0	%	0.5	%	1.1	%	0.5	%
Europe	4.2		2.0		3.7		2.1
Asia	0.8		0.5		0.9		0.6
Other	–		–		0.1		–
Total CLL	2.0		1.0		1.9		1.0

Energy Financial Services	–		–		–		–

GECAS	–		–		–		–

Other	0.1		–		2.8		2.8

Total	1.8		0.8		1.7		0.9

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Nonaccrual Financing Receivables

The following table provides further information about Commercial financing receivables that are classified as nonaccrual. Of our $3,404 million and $4,166 million of nonaccrual financing receivables at September 30, 2013 and December 31, 2012, respectively, $2,105 million and $2,647 million are currently paying in accordance with their contractual terms, respectively.

	Nonaccrual financing						Nonearning financing
	receivables						receivables
	September 30,			December 31,			September 30,			December 31,
(Dollars in millions)	2013			2012			2013			2012

CLL
Americas	$	1,655		$	1,951		$	1,182		$	1,333
Europe		1,269			1,740			916			1,299
Asia		465			395			226			193
Other		-			52			-			52
Total CLL		3,389			4,138			2,324			2,877

Energy Financial Services		4			-			4			-

GECAS		-			3			-			-

Other		11			25			-			13
Total	$	3,404		$	4,166		$	2,328		$	2,890

Allowance for losses percentage		26.7	%		25.0	%		39.1	%		36.0	%

Impaired Loans

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

	With no specific allowance						With a specific allowance
	Recorded		Unpaid		Average		Recorded		Unpaid				Average
	investment		principal		investment in		investment		principal		Associated		investment
(In millions)	in loans		balance		loans		in loans		balance		allowance		in loans

September 30, 2013

CLL
Americas	$	1,979	$	2,391	$	2,275	$	474	$	633	$	131	$	517
Europe		865		1,747		995		470		739		167		525
Asia		237		242		149		86		109		12		88
Other		-		-		-		-		-		-		15
Total CLL		3,081		4,380		3,419		1,030		1,481		310		1,145
Energy Financial Services		-		-		-		4		4		1		2
GECAS		-		-		-		-		-		-		1
Other		10		10		10		1		1		-		5
Total	$	3,091	$	4,390	$	3,429	$	1,035	$	1,486	$	311	$	1,153

December 31, 2012

CLL
Americas	$	2,487	$	2,927	$	2,535	$	557	$	681	$	178	$	987
Europe		1,131		1,901		1,009		643		978		278		805
Asia		62		64		62		109		120		23		134
Other		-		-		43		52		68		6		16
Total CLL		3,680		4,892		3,649		1,361		1,847		485		1,942
Energy Financial Services		-		-		2		-		-		-		7
GECAS		-		-		17		3		3		-		5
Other		17		28		26		8		8		2		40
Total	$	3,697	$	4,920	$	3,694	$	1,372	$	1,858	$	487	$	1,994

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We recognized $173 million, $253 million and $181 million of interest income, including $53 million, $92 million and $70 million on a cash basis, for the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012, respectively, principally in our CLL Americas business. The total average investment in impaired loans for the nine months ended September 30, 2013 and the year ended December 31, 2012 was $4,582 million and $5,688 million, respectively.

Impaired loans classified as TDRs in our CLL business were $3,211 million and $3,872 million at September 30, 2013 and December 31, 2012, respectively, and were primarily attributable to CLL Americas ($2,129 million and $2,577 million, respectively). For the nine months ended September 30, 2013, we modified $1,153 million of loans classified as TDRs, primarily in CLL Americas ($580 million). Changes to these loans primarily included extensions, interest only payment periods, debt to equity exchange and forbearance or other actions, which are in addition to, or sometimes in lieu of, fees and rate increases. Of our $1,808 million and $2,736 million of modifications classified as TDRs in the twelve months ended September 30, 2013 and 2012, respectively, $80 million and $157 million have subsequently experienced a payment default in the nine months ended September 30, 2013 and 2012, respectively.

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 21 categories of default risk and/or six categories of loss given default to group into three categories: A, B and C. Our process starts by developing an internal risk rating for our borrowers, which 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 Risk 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 21 risk ratings based on our process and then these are grouped by similar characteristics into three categories in the table below. Category A is characterized by either high credit quality borrowers or transactions with significant collateral coverage, 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.

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	Secured
(In millions)	A		B		C		Total

September 30, 2013

CLL
Americas	$	66,084	$	1,531	$	1,625	$	69,240
Europe(a)		33,450		484		1,054		34,988
Asia		9,050		103		264		9,417
Other(a)		113		-		-		113
Total CLL		108,697		2,118		2,943		113,758

Energy Financial Services		4,202		38		-		4,240

GECAS		9,504		111		27		9,642

Other		393		-		-		393

Total	$	122,796	$	2,267	$	2,970	$	128,033

December 31, 2012

CLL
Americas	$	68,360	$	1,775	$	2,382	$	72,517
Europe(a)		33,756		1,188		1,256		36,200
Asia		10,732		117		372		11,221
Other(a)		159		-		94		253
Total CLL		113,007		3,080		4,104		120,191

Energy Financial Services		4,725		-		-		4,725

GECAS		10,681		223		11		10,915

Other		486		-		-		486

Total	$	128,899	$	3,303	$	4,115	$	136,317

(a)	During the third quarter of 2013, we transferred our European equipment services portfolio from CLL Other to CLL Europe. 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.

Our unsecured Commercial financing receivables portfolio is primarily attributable to our Interbanca S.p.A. and GE Sanyo Credit acquisitions in Europe and Asia, respectively. At September 30, 2013 and December 31, 2012, these financing receivables included $398 million and $458 million rated A, $514 million and $583 million rated B, and $267 million and $452 million rated C, respectively.

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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.

	Financing receivables
	September 30,		December 31,
(In millions)	2013		2012

Real Estate financing receivables, before allowance for losses	$	18,966	$	20,946

Non-impaired financing receivables	$	14,769	$	15,253
General reserves		87		132

Impaired loans		4,197		5,693
Specific reserves		83		188

Past Due Financing Receivables

The following table displays payment performance of Real Estate financing receivables.

	September 30, 2013				December 31, 2012
	Over 30 days		Over 90 days		Over 30 days		Over 90 days
	past due		past due		past due		past due

Real Estate	1.4	%	1.4	%	2.3	%	2.2	%

Nonaccrual Financing Receivables

The following table provides further information about Real Estate financing receivables that are classified as nonaccrual. Of our $3,723 million and $4,885 million of nonaccrual financing receivables at September 30, 2013 and December 31, 2012, respectively, $3,454 million and $4,461 million are currently paying in accordance with their contractual terms, respectively.

	Nonaccrual financing						Nonearning financing
	receivables						receivables
	September 30,			December 31,			September 30,			December 31,
(Dollars in millions)	2013			2012			2013			2012

Real Estate	$	3,723		$	4,885		$	357		$	444

Allowance for losses percentage		4.6	%		6.6	%		47.6	%		72.1	%

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Impaired Loans

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

	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

September 30, 2013

Real Estate	$	2,793	$	3,149	$	3,169	$	1,404	$	1,724	$	83	$	1,799


December 31, 2012

Real Estate	$	3,491	$	3,712	$	3,773	$	2,202	$	2,807	$	188	$	3,752

We recognized $161 million, $329 million and $265 million of interest income, including $132 million, $237 million and $183 million on a cash basis, for the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012, respectively. The total average investment in impaired loans for the nine months ended September 30, 2013 and the year ended December 31, 2012 was $4,968 million and $7,525 million, respectively.

Real Estate TDRs decreased from $5,146 million at December 31, 2012 to $3,931 million at September 30, 2013, primarily driven by resolution of TDRs through paydowns and the impact of currency exchange, partially offset by extensions of loans scheduled to mature during 2013, some of which were 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 nine months ended September 30, 2013, we modified $1,357 million of loans classified as TDRs. 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 $2,089 million and $4,606 million of modifications classified as TDRs in the twelve months ended September 30, 2013 and 2012, respectively, $282 million and $212 million have subsequently experienced a payment default in the nine months ended September 30, 2013 and 2012, respectively.

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.

	Loan-to-value ratio
	September 30, 2013						December 31, 2012
	Less than		80% to		Greater than		Less than		80% to		Greater than
(In millions)	80%		95%		95%		80%		95%		95%

Debt	$	14,387	$	1,221	$	2,371	$	13,570	$	2,572	$	3,604

By contrast, the credit quality of the owner occupied/credit tenant portfolio is primarily influenced by the strength of the borrower’s general credit quality, which is reflected in our internal risk rating process, consistent with the process we use for our Commercial portfolio. As of September 30, 2013, the internal risk rating of A, B and C for our owner occupied/credit tenant portfolio approximated $595 million, $194 million and $198 million, respectively, as compared to the December 31, 2012, ratings of $956 million, $25 million and $219 million, respectively.

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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 the majority of our owner occupied/credit tenant financing receivables included in Category C are impaired loans that are subject to the specific reserve evaluation process described in Note 1 in our 2012 consolidated financial statements. 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 September 30, 2013, 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 6% 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.

	Financing receivables
	September 30,		December 31,
(In millions)	2013		2012

Non-U.S. residential mortgages	$	31,142	$	33,451
Non-U.S. installment and revolving credit		17,305		18,546
U.S. installment and revolving credit		51,799		50,853
Non-U.S. auto		3,524		4,260
Other		7,427		8,070
Total Consumer financing receivables, before allowance for losses	$	111,197	$	115,180

Non-impaired financing receivables	$	108,002	$	111,960
General reserves		3,388		2,950

Impaired loans		3,195		3,220
Specific reserves		684		674

Past Due Financing Receivables

The following table displays payment performance of Consumer financing receivables.

	September 30, 2013				December 31, 2012
	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(b)	11.5	%	7.1	%	12.0	%	7.5	%
Non-U.S. installment and revolving credit	3.7		1.1		3.9		1.1
U.S. installment and revolving credit	4.3		1.9		4.6		2.0
Non-U.S. auto	3.1		0.4		3.1		0.5
Other	2.7		1.5		2.8		1.7
Total	6.1		3.1		6.5		3.4

(a)	Included $28 million and $24 million of loans at September 30, 2013 and December 31, 2012, respectively, which are over 90 days past due and accruing interest, mainly representing accretion on loans acquired at a discount.

(b)	Consumer loans secured by residential real estate (both revolving and closed-end loans) are written down to the fair value of collateral, less costs to sell, no later than when they become 180 days past due.

(51)

Nonaccrual Financing Receivables

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

	Nonaccrual financing						Nonearning financing
	receivables						receivables
	September 30,			December 31,			September 30,			December 31,
(Dollars in millions)	2013			2012			2013			2012

Non-U.S. residential mortgages	$	2,269		$	2,600		$	2,258		$	2,569
Non-U.S. installment and revolving credit		205			224			205			224
U.S. installment and revolving credit		936			1,026			936			1,026
Non-U.S. auto		20			24			20			24
Other		386			427			341			351
Total	$	3,816		$	4,301		$	3,760		$	4,194

Allowance for losses percentage		106.7	%		84.3	%		108.3	%		86.4	%

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 $3,195 million (with an unpaid principal balance of $3,267 million) and comprised $99 million with no specific allowance, primarily all in our Consumer–Other portfolio, and $3,096 million with a specific allowance of $684 million at September 30, 2013. The impaired loans with a specific allowance included $307 million with a specific allowance of $76 million in our Consumer–Other portfolio and $2,789 million with a specific allowance of $608 million across the remaining Consumer business and had an unpaid principal balance and average investment of $3,140 million and $3,112 million, respectively, at September 30, 2013. We recognized $169 million, $169 million and $127 million of interest income, including $3 million, $5 million and $5 million on a cash basis, for the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012, respectively, principally in our Consumer–U.S. installment and revolving credit portfolios. The total average investment in impaired loans for the nine months ended September 30, 2013 and the year ended December 31, 2012 was $3,207 million and $3,056 million, respectively.

Impaired loans classified as TDRs in our Consumer business were $3,037 million and $3,053 million at September 30, 2013 and December 31, 2012, 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 nine months ended September 30, 2013, we modified $1,157 million of consumer loans for borrowers experiencing financial difficulties, which are classified as TDRs, and included $719 million of non-U.S. consumer loans, primarily residential mortgages, credit cards and personal loans and $438 million of U.S. consumer loans, primarily credit cards. We expect borrowers whose loans have been modified under these programs to continue to be able to meet their contractual obligations upon the conclusion of the modification. Of our $1,577 million and $1,699 million of modifications classified as TDRs in the twelve months ended September 30, 2013 and 2012, respectively, $215 million and $188 million have subsequently experienced a payment default in the nine months ended September 30, 2013 and 2012, respectively.

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.

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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
	September 30, 2013							December 31, 2012
	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	$	17,401	$	5,238	$	8,503	$	18,613	$	5,739	$	9,099

The majority of these financing receivables are in our U.K. and France portfolios and have re-indexed loan-to-value ratios of 79% and 56%, respectively. We have third-party mortgage insurance for about 30% of the balance of Consumer non-U.S. residential mortgage loans with loan-to-value ratios greater than 90% at September 30, 2013. Such loans were primarily originated in Poland, France and the U.K.

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
	September 30, 2013						December 31, 2012
	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	$	10,037	$	4,098	$	3,170	$	10,493	$	4,496	$	3,557
U.S. installment
and revolving
credit		34,187		10,293		7,319		33,204		9,753		7,896
Non-U.S. auto		2,705		488		331		3,141		666		453

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Of those financing receivable accounts with credit bureau equivalent scores of 614 or less at September 30, 2013, 97% 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 September 30, 2013, Consumer – Other financing receivables of $6,597 million, $247 million and $583 million were rated A, B, and C, respectively. At December 31, 2012, Consumer – Other financing receivables of $6,873 million, $451 million and $746 million were rated A, B, and C, respectively.

18. VARIABLE INTEREST ENTITIES

We use variable interest entities primarily to securitize financial assets and arrange other forms of asset-backed financing in the ordinary course of business. Except as noted below, investors in these entities only have recourse to the assets owned by the entity and not to our general credit. We do not have implicit support arrangements with any VIE. We did not provide non-contractual support for previously transferred financing receivables to any VIE in 2013 or 2012.

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.

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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 were funded by the issuance of GICs. The GICs included conditions under which certain holders could require immediate repayment of their investment should the long-term credit ratings of GECC fall below AA-/Aa3 or the short-term credit ratings fall below A-1+/P-1. The outstanding GICs are subject to their scheduled maturities and individual terms, which may include provisions permitting redemption upon a downgrade of one or more of GECC’s ratings, among other things, and are reported in investment contracts, insurance liabilities and insurance annuity benefits.

Consolidated Securitization Entities (CSEs) comprise primarily our previously unconsolidated 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 variable funding notes 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 GE. The creditors of these entities have no claim on other assets of GE.

Other remaining assets and liabilities of consolidated VIEs relate primarily to three categories of entities: (1) joint ventures that lease light industrial equipment of $1,502 million of assets and $758 million of liabilities; (2) other entities that are involved in power generating and leasing activities of $774 million of assets and no liabilities; and (3) insurance entities that, among other lines of business, provide property and casualty and workers’ compensation coverage for GE of $1,188 million of assets and $571 million of liabilities.

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

			Consolidated Securitization Entities
			Credit						Trade
(In millions)	Trinity(a)		cards		(b)	Equipment		(b)	receivables		Other		Total

September 30, 2013
Assets(c)
Financing
receivables, net	$	-	$	23,895		$	12,934		$	2,299	$	2,023	$	41,151
Investment securities		3,095		-			-			-		1,053		4,148
Other assets		120		22			615			-		2,524		3,281
Total	$	3,215	$	23,917		$	13,549		$	2,299	$	5,600	$	48,580

Liabilities(c)
Borrowings	$	-	$	-		$	-		$	-	$	654	$	654
Non-recourse
borrowings		-		15,396			11,068			1,902		50		28,416
Other liabilities		1,531		227			300			21		1,343		3,422
Total	$	1,531	$	15,623		$	11,368		$	1,923	$	2,047	$	32,492

December 31, 2012
Assets(c)
Financing
receivables, net	$	-	$	24,169		$	12,456		$	2,339	$	1,952	$	40,916
Investment securities		3,435		-			-			-		1,051		4,486
Other assets		217		29			360			-		2,428		3,034
Total	$	3,652	$	24,198		$	12,816		$	2,339	$	5,431	$	48,436

Liabilities(c)
Borrowings	$	-	$	-		$	-		$	-	$	711	$	711
Non-recourse
borrowings		-		17,208			9,811			2,050		54		29,123
Other liabilities		1,656		146			11			8		1,215		3,036
Total	$	1,656	$	17,354		$	9,822		$	2,058	$	1,980	$	32,870

(a)	Excludes intercompany advances from GECC to Trinity, which are eliminated in consolidation of $2,015 million and $2,441 million at September 30, 2013 and December 31, 2012, respectively.

(b)

We provide servicing to the CSEs and are contractually permitted to commingle cash collected from customers on financing receivables sold to CSE investors with our own cash prior to payment to a CSE, provided our short-term credit rating does not fall below A-1/P-1. These CSEs also owe us amounts for purchased financial assets and scheduled interest and principal payments. At September 30, 2013 and December 31, 2012, the amounts of commingled cash owed to the CSEs were $6,351 million and $6,225 million, respectively, and the amounts owed to us by CSEs were $6,261 million and $6,143 million, respectively.

(c)

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.

Total revenues from our consolidated VIEs were $1,950 million and $1,707 million in the three months ended September 30, 2013 and 2012, respectively, and $5,598 million and $5,065 million in the nine months ended September 30, 2013 and 2012, respectively. Related expenses consisted primarily of provisions for losses of $175 million and $414 million in the three months ended September 30, 2013 and 2012, respectively, and $764 million and $784 million in the nine months ended September 30, 2013 and 2012, respectively, and interest and other financial charges of $85 million and $97 million in the three months ended September 30, 2013 and 2012, respectively, and $270 million and $344 million in the nine months ended September 30, 2013 and 2012, respectively. These amounts do not include intercompany revenues and costs, principally fees and interest between GE and the VIEs, which are eliminated in consolidation.

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Investments in Unconsolidated Variable Interest Entities

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

Our largest exposure to any single unconsolidated VIE at September 30, 2013 is an investment in asset-backed securities issued by the Senior Secured Loan Program (“SSLP”), a fund that invests in high quality senior secured debt of various middle-market companies ($6,263 million). Other significant unconsolidated VIEs include investments in real estate entities ($2,282 million), which generally consist of passive limited partnership investments in tax-advantaged, multi-family real estate and investments in various European real estate entities; and exposures to joint ventures that purchase factored receivables ($2,382 million).

The classification of our variable interests in these entities in our financial statements is based on the nature of the entity and the type of investment we hold. Variable interests in partnerships and corporate entities are classified as either equity method or cost method investments. In the ordinary course of business, we also make investments in entities in which we are not the primary beneficiary but may hold a variable interest such as limited partner interests or mezzanine debt investments. These investments are classified in two captions in our financial statements: “All 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 September 30, 2013 and December 31, 2012 follow.

			At
(In millions)	September 30, 2013			December 31, 2012

Other assets and investment
securities	$	8,340		$	10,027
Financing receivables – net		2,736			2,654
Total investments		11,076			12,681
Contractual obligations to fund
investments or guarantees		2,742			2,608
Revolving lines of credit		26			41
Total	$	13,844		$	15,330

As previously reported, during 2012, Penske Truck Leasing Co., L.P. (PTL) effected a recapitalization and subsequently acquired third-party financing in order to repay outstanding debt owed to GECC. In the first quarter of 2013, PTL had repaid all outstanding debt owed and terminated its borrowing arrangement with GECC. During the second quarter of 2013, PTL ceased to be a VIE as a result of a principal in PTL retiring from the GE Board. Therefore, our investment in PTL ($855 million at September 30, 2013) is not reported in the September 30, 2013 balance in the table above. As co-issuer and co-guarantor of the $700 million of debt raised by the funding entity related to PTL, GECC reports this amount, which is also our loss exposure and excluded from the table above, as debt of GECC in its financial statements. GECC has been indemnified by the general partner and the other limited partners of PTL for their proportionate share of the debt obligation.

In addition to the entities included in the table above, we also hold passive investments in RMBS, commercial mortgage-backed securities and asset-backed securities 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.

19. INTERCOMPANY TRANSACTIONS

Transactions between related companies are made on an arms-length basis, are eliminated and consist primarily of GECC dividends to GE; GE customer receivables sold to GECC; GECC services for trade receivables management and material procurement; buildings and equipment (including automobiles) leased between GE and GECC; information technology (IT) and other services sold to GECC by GE; aircraft engines manufactured by GE that are installed on aircraft purchased by GECC from third-party producers for lease to others; and various investments, loans and allocations of GE corporate overhead costs.

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These intercompany transactions are reported in the GE and GECC columns of our financial statements, but are eliminated in deriving our consolidated financial statements. Effects of these eliminations on our consolidated cash flows from operating, investing and financing activities are $(2,426) million, $(1,555) million and $4,075 million for the nine months ended September 30, 2013 and $(5,606) million, $68 million and $5,554 million for the nine months ended September 30, 2012, respectively. Dividends from GECC to GE of $3,947 million and $5,446 million have been eliminated from consolidated cash from operating and financing activities for the nine months ended September 30, 2013 and 2012, respectively. Net decrease (increase) in GE customer receivables sold to GECC of $918 million, $(900) million, and $(18) million have been eliminated from consolidated cash from operating, investing and financing activities for the nine months ended September 30, 2013, respectively. Net decrease (increase) in GE customer receivables sold to GECC of $(59) million, $209 million, and $(150) million have been eliminated from consolidated cash from operating, investing and financing activities for the nine months ended September 30, 2012, respectively. Intercompany borrowings (includes GE investment in GECC short-term borrowings) of $146 million and $258 million have been eliminated from financing activities for the nine months ended September 30, 2013 and 2012, respectively. Other reclassifications and eliminations of $603 million and $(101) million have been eliminated from consolidated cash from operating activities and $(655) million and $(141) million have been eliminated from consolidated cash from investing activities for the nine months ended September 30, 2013 and 2012, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

A. Results of Operations

General Electric Company’s consolidated financial statements represent the combination of the industrial manufacturing and product services businesses of General Electric Company (GE) and the financial services businesses of General Electric Capital Corporation (GECC or Financial Services).

In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission (SEC) rules. For such measures, we have provided supplemental explanations and reconciliations in Exhibit 99(a) to this Form 10-Q Report.

Unless otherwise indicated, we refer to captions such as revenues and other income and earnings from continuing operations attributable to the Company simply as “revenues” and “earnings” throughout this Management’s Discussion and Analysis. Similarly, discussion of other matters in our condensed, consolidated financial statements relates to continuing operations unless otherwise indicated. Discussion of GECC’s total assets excludes deferred income tax liabilities, which are presented as assets for purposes of our consolidating balance sheet presentation in this filing.

We supplement our GAAP net earnings and earnings per share (EPS) reporting by also reporting operating earnings and operating EPS (non-GAAP measures). Operating earnings and operating EPS include service costs and plan amendment amortization for our principal pension plans as these costs represent expenses associated with employee benefits earned. Operating earnings and operating EPS exclude non-operating pension cost/income such as interest costs, expected return on plan assets and non-cash amortization of actuarial gains and losses. We believe that this reporting provides better transparency to the employee benefit costs of our principal pension plans and Company operating results.

Overview

Earnings from continuing operations attributable to the Company decreased 5% to $3.273 billion in the three months ended September 30, 2013 compared with $3.450 billion in the same period of 2012. EPS from continuing operations decreased 3% to $0.32 in the three months ended September 30, 2013 compared with $0.33 in the three months ended September 30, 2012. Operating earnings (non-GAAP measure), which excludes non-operating pension costs, decreased 3% to $3.699 billion in the three months ended September 30, 2013 compared with $3.798 billion in the same period of 2012. Operating EPS was flat at $0.36 in the three months ended September 30, 2013 compared with the three months ended September 30, 2012.

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Earnings from continuing operations attributable to the Company of $10.164 billion in the nine months ended September 30, 2013 decreased 2% compared with $10.339 billion in the same period of 2012. EPS from continuing operations remained flat at $0.98 in the nine months ended September 30, 2013. Operating earnings (non-GAAP measure), which excludes non-operating pension costs, increased 1% to $11.443 billion in the nine months ended September 30, 2013 compared with $11.375 billion in the same period of 2012. Operating EPS increased 4% to $1.11 in the nine months ended September 30, 2013 compared with $1.07 in the nine months ended September 30, 2012.

Earnings (loss) from discontinued operations, net of taxes, was $(0.1) billion in the three months ended September 30, 2013 compared with an insignificant amount in the same period of 2012. The three months ended September 30, 2013 included a loss of $0.1 billion related to GE Money Japan. The three months ended September 30, 2012 included a loss of $0.1 billion related to WMC and a $0.1 billion tax benefit related to the 2007 sale of our Plastics business. For additional information related to discontinued operations, see Note 2 to the condensed, consolidated financial statements.

Earnings (loss) from discontinued operations, net of taxes, was $(0.3) billion in the nine months ended September 30, 2013 compared with $(0.7) billion in the same period of 2012. The nine months ended September 30, 2013 included losses of $0.2 billion related to GE Money Japan and $0.1 billion related to WMC. The nine months ended September 30, 2012 included losses of $0.4 billion, $0.3 billion and $0.2 billion related to discontinued operations of GE Money Japan, WMC and our Consumer Ireland businesses, respectively. For additional information related to discontinued operations, see Note 2 to the condensed, consolidated financial statements.

Net earnings attributable to the Company decreased 9% to $3.191 billion and EPS decreased 6% to $0.31 in the three months ended September 30, 2013 compared with $3.491 billion and $0.33, respectively, in the same period of 2012.

Net earnings attributable to the Company increased 2% to $9.851 billion and EPS increased 4% to $0.95 in the nine months ended September 30, 2013 compared with $9.630 billion and $0.91, respectively, in the same period of 2012.

Revenues of $35.7 billion in the three months ended September 30, 2013 decreased 1% compared with the same period of 2012. Industrial sales increased 2% to $25.3 billion, reflecting the effects of acquisitions and organic growth. Financial Services revenues decreased 5% over the comparable period of last year to $10.7 billion as a result of organic revenue declines, primarily due to lower GE Capital ending net investment (ENI) and lower gains, partially offset by lower impairments. Other income decreased to $0.4 billion in the three months ended September 30, 2013 from $0.8 billion in the same period of 2012 mainly attributable to the absence of earnings from NBCU LLC in 2013.

Revenues of $105.9 billion in the nine months ended September 30, 2013 decreased 2% compared with the same period of 2012, as decreased organic revenue and the effects of the stronger U.S. dollar offset the effects of acquisitions and dispositions. Industrial sales decreased 2% to $72.2 billion, primarily reflecting a decrease in organic revenue and the effects of the stronger U.S. dollar, partially offset by the effects of acquisitions. Financial Services revenues decreased 2% over the comparable period of last year to $33.2 billion as a result of organic revenue declines, primarily due to lower GE Capital ENI, partially offset by higher gains. Other income increased to $2.1 billion in the nine months ended September 30, 2013 from $1.7 billion in the same period of 2012 as the gain on the disposition of the remaining 49% ownership of NBCU LLC in 2013 was partially offset by a $0.3 billion gain in 2012 related to a joint venture formation.

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. Overall, the effects of acquisitions increased consolidated revenues $0.6 billion and $0.4 billion in the three months ended September 30, 2013 and 2012, respectively. Our consolidated earnings in the three months ended September 30, 2013 and 2012 increased an insignificant amount and $0.1 billion, respectively, from acquired businesses. Dispositions also affected our operations through lower revenues of $1.0 billion and $0.3 billion in the three months ended September 30, 2013 and 2012, respectively. The effects of dispositions on earnings were decreases of $0.6 billion and $0.1 billion in the three months ended September 30, 2013 and 2012, respectively.

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Overall, the effects of acquisitions increased consolidated revenues $0.9 billion and $1.9 billion in the nine months ended September 30, 2013 and 2012, respectively. Our consolidated earnings in the nine months ended September 30, 2013 and 2012 increased an insignificant amount and $0.1 billion, respectively, from acquired businesses. Dispositions also affected our operations through lower revenues of $0.2 billion and $5.1 billion in the nine months ended September 30, 2013 and 2012, respectively. The effects of dispositions on earnings was an increase of $0.2 billion and a decrease of $0.4 billion in the nine months ended September 30, 2013 and 2012, respectively.

We have communicated our goal of reducing GE Capital’s ENI, most recently targeting ENI of $300 billion to $350 billion. GE Capital’s ENI was $385 billion at September 30, 2013. To achieve this goal, GECC is more aggressively focusing its businesses on selective financial services products where GECC has deep domain experience, broad distribution, and the ability to earn a consistent return on capital, while managing its overall balance sheet size and risk. GECC has a strategy of exiting those businesses that are deemed to be non-strategic or that are underperforming. In addition, GECC is planning staged exits of value-maximizing platforms. GECC has completed a number of dispositions of its businesses in the past and will continue to evaluate options going forward.

Segment Operations

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

Segment revenues include both revenues and other income related to the segment. Segment profit excludes results reported as discontinued operations, earnings attributable to noncontrolling interests of consolidated subsidiaries, GECC preferred stock dividends declared and accounting changes. Segment profit excludes or includes interest and other financial charges and income taxes according to how a particular segment’s management is measured – excluded in determining segment profit, which we sometimes refer to as “operating profit,” for Power & Water, Oil & Gas, Energy Management, Aviation, Healthcare, Transportation and Home & Business Solutions; included in determining segment profit, which we sometimes refer to as “net earnings,” for GE Capital. Certain corporate costs, such as shared services, employee benefits and information technology are allocated to our segments based on usage. A portion of the remaining corporate costs are allocated based on each segment’s relative net cost of operations.

Results of our former equity method investment in NBCUniversal LLC (NBCU LLC), through the date of sale in the first quarter of 2013, are reported in the Corporate items and eliminations line in the Summary of Operating Segments.

We have reclassified certain prior-period amounts to conform to the current-period presentation. In addition to providing information on segments in their entirety, we have also provided supplemental information for certain operations within the segments. Refer to the Summary of Operating Segments in Item 1 of this Form 10-Q for a reconciliation of the total reportable segments’ profit to the consolidated net earnings attributable to the Company.

Power & Water revenues of $6.5 billion in the three months ended September 30, 2013 decreased $0.7 billion, or 10%, on lower volume ($0.7 billion), primarily equipment at Wind and Thermal, partially offset by increased volume at Distributed Power.

Segment profit of $1.3 billion in the three months ended September 30, 2013 increased $0.1 billion, or 9%, on higher productivity ($0.1 billion) and the effects of deflation ($0.1 billion), partially offset by lower volume ($0.1 billion).

Power & Water revenues of $17.0 billion in the nine months ended September 30, 2013 decreased $3.6 billion, or 17%, on lower volume ($3.6 billion), primarily equipment at Wind and Thermal, and the effects of the stronger U.S. dollar ($0.1 billion), partially offset by higher prices ($0.1 billion).

Segment profit of $3.1 billion in the nine months ended September 30, 2013 decreased $0.6 billion, or 16%, on lower volume ($0.6 billion) and lower cost productivity ($0.1 billion), partially offset by the effects of deflation ($0.1 billion) and higher prices ($0.1 billion).

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Oil & Gas revenues of $4.3 billion in the three months ended September 30, 2013 increased $0.7 billion, or 18%, on higher volume ($0.6 billion), primarily equipment at Lufkin Industries Inc. and services at Subsea and Drilling & Surface.

Segment profit of $0.5 billion in the three months ended September 30, 2013 increased $0.1 billion, or 11%, on higher volume ($0.1 billion).

Oil & Gas revenues of $11.7 billion in the nine months ended September 30, 2013 increased $1.0 billion, or 9%, on higher volume ($0.9 billion) and higher prices ($0.1 billion), partially offset by decreased other income ($0.1 billion).

Segment profit of $1.4 billion in the nine months ended September 30, 2013 increased $0.1 billion, or 8%, on higher volume ($0.1 billion) and higher prices ($0.1 billion), partially offset by lower other income ($0.1 billion).

Energy Management revenues of $1.8 billion in the three months ended September 30, 2013 decreased $0.1 billion, or 3%, on lower volume and the effects of the stronger U.S. dollar.

Segment profit decreased in the three months ended September 30, 2013 primarily on lower productivity.

Energy Management revenues of $5.6 billion in the nine months ended September 30, 2013 increased $0.1 billion, or 1%, on higher volume ($0.1 billion), partially offset by the effects of the stronger U.S. dollar ($0.1 billion).

Segment profit decreased 4% in the nine months ended September 30, 2013 primarily on lower productivity.

Aviation revenues of $5.4 billion in the three months ended September 30, 2013 increased $0.6 billion, or 12%, due primarily to higher volume ($0.4 billion) including the effect of acquisitions and higher prices ($0.2 billion). Higher volume and higher prices were driven by increased services revenues and higher equipment shipments.

Segment profit of $1.1 billion in the three months ended September 30, 2013 increased $0.2 billion, or 18%, on higher prices ($0.2 billion) and higher volume ($0.1 billion), partially offset by the effects of inflation ($0.1 billion).

Aviation revenues of $15.7 billion in the nine months ended September 30, 2013 increased $1.2 billion, or 8%, on higher volume ($0.7 billion), higher prices ($0.5 billion) and increased other income ($0.1 billion). Higher volume and higher prices were driven by increased services revenues ($0.5 billion) and equipment ($0.7 billion). The increase in services revenue was primarily due to higher commercial spares sales while the increase in equipment revenue was primarily due to increased military and commercial engine shipments.

Segment profit of $3.1 billion in the nine months ended September 30, 2013 increased $0.4 billion, or 14%, on higher prices ($0.5 billion), higher volume ($0.1 billion) and increased other income ($0.1 billion), partially offset by lower productivity ($0.2 billion) and the effects of inflation ($0.1 billion).

Healthcare revenues of $4.3 billion in the three months ended September 30, 2013 were flat on lower prices ($0.1 billion) offset by higher volume ($0.1 billion).

Segment profit of $0.7 billion in the three months ended September 30, 2013 increased 7% as lower prices ($0.1 billion) were more than offset by higher productivity ($0.1 billion).

Healthcare revenues of $13.1 billion in the nine months ended September 30, 2013 were flat on lower prices ($0.2 billion) and the effects of the stronger U.S. dollar ($0.2 billion), partially offset by higher volume ($0.3 billion).

Segment profit of $2.0 billion in the nine months ended September 30, 2013 increased 5% on higher productivity ($0.4 billion) and higher volume, partially offset by lower prices ($0.2 billion), the effects of inflation ($0.1 billion) and the stronger U.S. dollar ($0.1 billion).

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Transportation revenues of $1.4 billion in the three months ended September 30, 2013 were flat, on higher volume from increased service revenues offset by lower equipment revenues.

Segment profit of $0.3 billion in the three months ended September 30, 2013 increased 15%, on increased productivity and the effects of deflation.

Transportation revenues of $4.4 billion in the nine months ended September 30, 2013 increased $0.2 billion, or 4%, on higher volume ($0.2 billion) from increased service revenues.

Segment profit of $0.9 billion in the nine months ended September 30, 2013 increased $0.1 billion, or 14%, primarily due to the effects of deflation ($0.1 billion).

Home & Business Solutions revenues of $2.1 billion in the three months ended September 30, 2013 increased $0.1 billion, or 7%, on higher volume ($0.1 billion), primarily at Appliances.

Segment profit of $0.1 billion in the three months ended September 30, 2013 increased 28% on higher prices and increased productivity, primarily at Appliances.

Home & Business Solutions revenues of $6.1 billion in the nine months ended September 30, 2013 increased $0.2 billion, or 4%, on higher volume ($0.2 billion) and higher prices ($0.1 billion), primarily at Appliances.

Segment profit of $0.2 billion in the nine months ended September 30, 2013 increased 22% on higher prices ($0.1 billion) and improved productivity, partially offset by the effects of inflation.

GE Capital
	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Revenues	$	10,670	$	11,274	$	33,185	$	33,968

Segment profit	$	1,895	$	1,675	$	5,744	$	5,569


	At
		September 30,		December 31,		September 30,
(In millions)	2013		2012		2012

Total assets	$	520,709	$	539,339	$	561,718

	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Revenues
Commercial Lending and Leasing (CLL)	$	3,677	$	4,028	$	11,091	$	12,406
Consumer		3,747		3,911		11,353		11,600
Real Estate		689		948		3,218		2,660
Energy Financial Services		438		401		1,084		1,086
GE Capital Aviation Services (GECAS)		1,312		1,249		3,973		3,897

Segment profit
CLL	$	479	$	563	$	1,702	$	1,855
Consumer		889		749		2,240		2,485
Real Estate		464		217		1,589		494
Energy Financial Services		150		132		293		325
GECAS		173		251		825		877

(62)

	At
	September 30,		December 31,		September 30,
(In millions)	2013		2012		2012

Assets
CLL	$	170,310	$	181,375	$	179,465
Consumer		135,541		138,997		135,975
Real Estate		39,947		46,247		55,349
Energy Financial Services		18,135		19,185		19,517
GECAS		47,172		49,420		49,276

GE Capital revenues decreased 5% and net earnings increased 13% in the three months ended September 30, 2013. Revenues for the three months ended September 30, 2013 declined by $0.2 billion as a result of the effects of dispositions. Additionally, revenues decreased as a result of organic revenue declines, primarily due to lower ENI and lower gains, partially offset by lower impairments. Net earnings increased as a result of lower provisions for losses on financing receivables and core increases, partially offset by lower gains and dispositions.

GE Capital revenues decreased 2% and net earnings increased 3% in the nine months ended September 30, 2013. Revenues for the nine months ended September 30, 2013 included $0.1 billion from acquisitions and declined by $0.2 billion as a result of the effects of dispositions. Additionally, revenues decreased as a result of organic revenue declines, primarily due to lower ENI, partially offset by higher gains. Net earnings increased as a result of higher gains, core increases and dispositions, partially offset by higher impairments and higher provisions for losses on financing receivables.

Additional information about certain GE Capital businesses follows.

CLL revenues decreased 9% and net earnings decreased 15% in the three months ended September 30, 2013. Revenues for three months ended September 30, 2013 were reduced by $0.1 billion from dispositions. Revenues decreased as a result of organic revenue declines ($0.3 billion), primarily due to lower ENI ($0.2 billion). Net earnings decreased reflecting higher impairments ($0.1 billion).

CLL revenues decreased 11% and net earnings decreased 8% in the nine months ended September 30, 2013. Revenues decreased as a result of organic revenue declines ($0.8 billion), primarily due to lower ENI ($0.6 billion), and higher impairments ($0.4 billion). Net earnings decreased reflecting higher impairments ($0.4 billion), partially offset by dispositions ($0.1 billion) and core increases ($0.1 billion).

Consumer revenues decreased 4% and net earnings increased 19% in the three months ended September 30, 2013. Revenues decreased as a result of organic revenue declines ($0.2 billion). The increase in net earnings resulted primarily from lower provisions for losses on financing receivables ($0.2 billion).

Consumer revenues decreased 2% and net earnings decreased 10% in the nine months ended September 30, 2013. Revenues for nine months ended September 30, 2013 included $0.1 billion from acquisitions. Revenues decreased as a result of organic revenue declines ($0.3 billion). The decrease in net earnings resulted primarily from higher provisions for losses on financing receivables ($0.4 billion) reflecting the use of a more granular portfolio segmentation approach, by loss type, in determining the incurred loss period and projected net write-offs over the next twelve months in our installment and revolving credit portfolios. This decrease was partially offset by core increases ($0.1 billion).

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Real Estate revenues decreased 27% and net earnings were favorable in the three months ended September 30, 2013. Revenues decreased as a result of organic revenue declines ($0.2 billion), primarily due to lower ENI ($0.2 billion). Real Estate net earnings increased as a result of core increases ($0.3 billion) including higher tax benefits ($0.2 billion). Depreciation expense on real estate equity investments totaled $0.1 billion and $0.2 billion in the three months ended September 30, 2013 and 2012, respectively.

Real Estate revenues increased 21% and net earnings were favorable in the nine months ended September 30, 2013. Revenues increased as a result of increases in net gains on property sales ($1.2 billion) mainly due to the sale of real estate comprising certain floors located at 30 Rockefeller Center, New York, partially offset by organic revenue declines ($0.5 billion), primarily due to lower ENI ($0.5 billion). Real Estate net earnings increased as a result of core increases ($1.1 billion) including increases in net gains on property sales ($0.7 billion) and higher tax benefits ($0.3 billion). Depreciation expense on real estate equity investments totaled $0.4 billion and $0.6 billion in the nine months ended September 30, 2013 and 2012, respectively.

Energy Financial Services revenues increased 9% and net earnings increased 14% in the three months ended September 30, 2013. Revenues increased primarily as a result of organic revenue growth ($0.1 billion). The increase in net earnings resulted primarily from core increases ($0.1 billion), partially offset by dispositions.

Energy Financial Services revenues were flat and net earnings decreased 10% in the nine months ended September 30, 2013. Revenues were flat primarily as a result of lower gains ($0.1 billion) and higher impairments ($0.1 billion), partially offset by organic revenue growth ($0.1 billion) and dispositions. The decrease in net earnings resulted primarily from lower gains ($0.1 billion) and higher impairments, partially offset by core increases ($0.1 billion).

GECAS revenues increased 5% and net earnings decreased 31% in the three months ended September 30, 2013. Revenues increased as a result of lower finance lease impairments ($0.1 billion) and higher gains, partially offset by organic revenue declines. The decrease in net earnings resulted primarily from core decreases ($0.1 billion) and higher ELTO impairments related to our operating lease portfolio of commercial aircraft, partially offset by higher gains.

GECAS revenues increased 2% and net earnings decreased 6% in the nine months ended September 30, 2013. Revenues increased as a result of organic revenue growth ($0.1 billion), lower finance lease impairments and higher gains. The decrease in net earnings resulted primarily from higher ELTO impairments ($0.1 billion) related to our operating lease portfolio of commercial aircraft, partially offset by core increases and higher gains.

Corporate Items and Eliminations
	Three months ended September 30,				Nine months ended September 30,
(In millions)		2013		2012		2013		2012

Revenues
NBCU/NBCU LLC	$	31	$	818	$	1,402	$	1,247
Gains (losses) on disposed or held for sale businesses		-		(178)		-		96
Eliminations and other		(789)		(832)		(2,384)		(2,175)
Total	$	(758)	$	(192)	$	(982)	$	(832)

Operating Profit (Cost)
NBCU/NBCU LLC	$	31	$	818	$	1,402	$	1,247
Gains (losses) on disposed or held for sale businesses		-		(178)		-		96
Principal retirement plans(a)		(811)		(770)		(2,409)		(2,381)
Unallocated corporate and other costs		(1,125)		(888)		(3,260)		(2,512)
Total	$	(1,905)	$	(1,018)	$	(4,267)	$	(3,550)

(a)

Included non-operating (non-GAAP) pension income (cost) of $(0.7) billion and $(0.5) billion in the three months ended September 30, 2013 and 2012, respectively, and $(2.0) billion and $(1.6) billion in the nine months ended September 30, 2013 and 2012, respectively, which includes expected return on plan assets, interest costs and non-cash amortization of actuarial gains and losses. See Exhibit 99(a) of this Form 10-Q Report.

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Revenues in the three months ended September 30, 2013 decreased $0.6 billion as a result of $0.8 billion of lower NBCU/NBCU LLC related revenues (primarily due to the sale of our remaining 49% common equity interest in NBCU LLC in the first quarter of 2013), partially offset by the effect of a $0.2 billion loss in 2012 related to the sale of a plant in the U.K. Operating cost increased $0.9 billion as a result of $0.8 billion of lower NBCU/NBCU LLC related earnings, partially offset by the effect of a $0.2 billion loss in 2012 related to the sale of a plant in the U.K. Restructuring and other charges increased $0.2 billion, primarily due to Avio acquisition-related charges of $0.2 billion (of which $0.1 billion related to the effective settlement of Avio’s pre-existing contractual relationships with GE).

Revenues in the nine months ended September 30, 2013 decreased $0.2 billion as a result of a $0.3 billion gain in 2012 related to the formation of a joint venture at Aviation, $0.2 billion of higher inter-segment eliminations and $0.1 billion of pre-tax losses related to the impairment of an investment in a Brazilian company. These items were partially offset by $0.2 billion of higher NBCU/NBCU LLC related revenues (primarily due to the pre-tax gain on the sale of our remaining 49% common equity interest in NBCU LLC in the first quarter of 2013) and the effect of a $0.2 billion loss in 2012 related to the sale of a plant in the U.K. Operating cost increased $0.7 billion as a result of $0.7 billion of higher restructuring and other charges including Avio acquisition-related charges of $0.2 billion (of which $0.1 billion related to the effective settlement of Avio’s pre-existing contractual relationships with GE), the effect of a $0.3 billion gain in 2012 related to the formation of a joint venture at Aviation, $0.1 billion of pre-tax losses related to the impairment of an investment in a Brazilian company and $0.1 billion of GECC preferred dividends. These items were partially offset by $0.2 billion of higher NBCU/NBCU LLC related earnings and the effect of a $0.2 billion loss in 2012 related to the sale of a plant in the U.K.

Certain amounts included in corporate items and eliminations cost are not allocated to GE operating segments because they are excluded from the measurement of their operating performance for internal purposes. These costs include certain restructuring and other charges, technology and product development costs and acquisition-related costs.

For the three months ended September 30, 2013, these amounts totaled $0.6 billion, including $0.2 billion of costs at Aviation and $0.1 billion of costs at each of Power & Water, Healthcare and Oil & Gas. For the three months ended September 30, 2012, these amounts totaled $0.4 billion, including $0.1 billion of costs at each of Healthcare, Aviation and Power & Water.

For the nine months ended September 30, 2013, these amounts totaled $1.6 billion, including $0.5 billion of costs at Aviation, $0.4 billion of costs at Healthcare, $0.3 billion of costs at Power & Water, $0.2 billion of costs at Oil & Gas and $0.1 billion at each of Energy Management, Home & Business Solutions and Transportation. For the nine months ended September 30, 2012, these amounts totaled $1.1 billion, including $0.4 billion of costs at Healthcare, $0.2 billion of costs at each of Aviation and Power & Water and $0.1 billion at each of Home & Business Solutions, Energy Management, Oil & Gas and Transportation. In addition, for the nine months ended September 30, 2012, corporate items and eliminations also included a $0.3 billion gain related to a joint venture formation at Aviation.

Income Taxes

The consolidated provision for income taxes was an expense of $0.3 billion in the three months ended September 30, 2013 (an effective tax rate of 9.6%), compared with $0.6 billion for the same period of 2012 (an effective tax rate of 13.8%). The decrease in consolidated tax expense is primarily attributable to increased benefits from low-taxed global operations.

The consolidated provision for income taxes was an expense of $1.2 billion in the nine months ended September 30, 2013 (an effective tax rate of 10.1%), compared with $1.7 billion for the same period of 2012 (an effective tax rate of 14.1%). The decrease in consolidated tax expense is primarily attributable to increased benefits from low-taxed global operations including the first quarter tax benefits related to the extension of the U.S. tax provision deferring tax on active financial services income partially offset by the absence of the 2012 benefit attributed to the high tax basis in the entity sold in the Business Property disposition. The consolidated tax expense also decreased for the nine months ending September 30, 2013 due to the extension of U.S. business credits. The consolidated tax expense for both the nine months ended September 30, 2013 and 2012 also reflects favorable resolution of audit matters.

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On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted and the law extended several provisions, including a two year extension of the U.S. tax provision deferring tax on active financial services income and certain U.S. business credits, retroactive to January 1, 2012. Under accounting rules, a tax law change is taken into account in calculating the income tax provision in the period enacted. Because the extension was enacted into law in 2013, tax expense in the first quarter of 2013 reflected retroactive extension of the previously expired 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 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 largely because GECC funds the majority of its non-U.S. operations through foreign companies that are subject to low foreign taxes and 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. The most significant portion of these benefits at GECC depends on the provision of U.S. law deferring the tax on active financial services income, which, as discussed below, is subject to expiration. A substantial portion of the remaining benefit at GECC related to business operations subject to tax in countries where the tax on that income is lower than the U.S. statutory rate is derived from our GECAS aircraft leasing operations located in Ireland.

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 the expiration of the U.S. tax law provision deferring tax on active financial services income, as discussed in Note 14 in our 2012 consolidated financial statements. If this provision is not extended, our tax rate will increase significantly after 2014. 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 intend to indefinitely reinvest foreign earnings.

Discontinued Operations
	Three months ended September 30,				Nine months ended September 30,
(In millions)	2013		2012		2013		2012

Earnings (loss) from discontinued operations,
net of taxes	$	(82)	$	41	$	(313)	$	(709)

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

Loss from discontinued operations, net of taxes, in the three months ended September 30, 2013 primarily reflected a $0.1 billion after-tax effect of incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan.

Earnings from discontinued operations, net of taxes, in the three months ended September 30, 2012 primarily reflected $0.1 billion tax benefit related to the resolution with the Internal Revenue Services (IRS) regarding the tax treatment of the 2007 sale of the Plastics business, offset by a $0.1 billion after-tax effect of incremental reserves related to retained representation and warranty obligations to repurchase previously sold loans on the 2007 sale of WMC.

Loss from discontinued operations, net of taxes, in the nine months ended September 30, 2013 primarily reflected a $0.2 billion after-tax effect of incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan, and a $0.1 billion after-tax effect of incremental reserves related to retained representation and warranty obligations to repurchase previously sold loans on the 2007 sale of WMC.

Loss from discontinued operations, net of taxes, in the nine months ended September 30, 2012 primarily reflected a $0.4 billion after-tax effect of incremental reserves for excess interest claims related to our loss-sharing arrangement on the 2008 sale of GE Money Japan, a $0.3 billion after-tax effect of incremental reserves related to retained representation and warranty obligations to repurchase previously sold loans on the 2007 sale of WMC, and a $0.2 billion loss (which includes a $0.1 billion loss on disposal) related to Consumer Ireland, partially offset by a $0.1 billion tax benefit related to the resolution with the IRS regarding the tax treatment of the 2007 sale of our Plastics business.

For additional information related to discontinued operations, see Note 2 to the condensed, consolidated financial statements.

B. Statement of Financial Position

Overview of Financial Position

Major changes in our financial position for the nine months ended September 30, 2013 resulted from the following:

·	At GECC, repayments exceeded new issuances of total borrowings by $19.0 billion and collections (which includes sales) on financing receivables exceeded originations by $8.5 billion.

·	The U.S. dollar was stronger for most major currencies at September 30, 2013 than at December 31, 2012, decreasing the translated levels of our non-U.S. dollar assets and liabilities.

·	GE working capital balances increased $6.0 billion in order to support equipment sales and as a result of the third quarter acquisitions of the aerospace-parts business of Avio S.p.A. (Avio) and Lufkin Industries, Inc. (Lufkin).

Consolidated assets were $661.4 billion at September 30, 2013, a decrease of $24.0 billion from December 31, 2012. GE assets decreased $4.1 billion and Financial Services assets decreased $18.6 billion.

GE assets were $232.3 billion at September 30, 2013, a $4.1 billion decrease from December 31, 2012, and reflected a decrease in other assets of $16.4 billion and increases in deferred income taxes of $3.7 billion primarily due to the sale of our equity interest in NBCU LLC. Additionally, cash and equivalents decreased by $5.3 billion. These decreases were partially offset by: increases in goodwill ($5.2 billion) and intangible assets ($2.4 billion), primarily due to the third quarter acquisitions of Avio and Lufkin; working capital increases due to inventories of $2.6 billion and current receivables of $1.5 billion; and an increase in investment in GECC of $1.2 billion.

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Financial Services assets were $520.7 billion at September 30, 2013, an $18.6 billion decrease from December 31, 2012, and primarily reflected a reduction of net financing receivables of $14.7 billion and decreases in other assets of $12.1 billion and investment securities of $4.6 billion, partially offset by an increase in cash and equivalents of $14.4 billion.

Consolidated liabilities were $532.4 billion at September 30, 2013, a $24.5 billion decrease from December 31, 2012. GE liabilities decreased $3.9 billion and Financial Services liabilities decreased $20.7 billion.

GE liabilities were $108.8 billion at September 30, 2013, a $3.9 billion decrease from December 31, 2012, and reflected a decrease in short-term borrowings of $4.9 billion primarily due to the first quarter repayment of GE senior unsecured notes and a decrease in other liabilities of $0.7 billion. These decreases were partially offset by working capital increases due to progress collections of $1.3 billion and accounts payable of $0.6 billion. The ratio of borrowings to total capital invested for GE at September 30, 2013 was 9.3% compared with 12.4% at December 31, 2012 and 8.9% at September 30, 2012.

Financial Services liabilities were $436.1 billion at September 30, 2013, a $20.7 billion decrease from December 31, 2012, and primarily reflected a $25.5 billion net reduction in borrowings, primarily in short-term borrowings and commercial paper, which is consistent with our overall reduction in assets, partially offset by higher deposits at our banks of $4.3 billion. Deposits increased primarily due to the first quarter acquisition of the deposit business of MetLife Bank, N.A., partially offset by a reduction in deposits at our other banks.

Cash Flows

Consolidated cash and equivalents were $86.5 billion at September 30, 2013, an increase of $9.1 billion during the nine months ended September 30, 2013. Consolidated cash and equivalents totaled $85.5 billion at September 30, 2012, an increase of $1.0 billion during the nine months ended September 30, 2012.

We evaluate our cash flow performance by reviewing our industrial (non-financial services) businesses and financial services businesses separately. Cash from operating activities (CFOA) is the principal source of cash generation for our industrial businesses. The industrial businesses also have liquidity available via the public capital markets. Our financial services businesses use a variety of financial resources to meet our capital needs. Cash for financial services businesses is primarily provided from the issuance of term debt and commercial paper in the public and private markets, time deposits, as well as financing receivables, collections, sales and securitizations.

GE Cash Flow

GE cash and equivalents were $10.2 billion at September 30, 2013, compared with $8.4 billion at September 30, 2012. GE CFOA totaled $7.8 billion for the nine months ended September 30, 2013, compared with $10.7 billion for the nine months ended September 30, 2012. With respect to GE CFOA, we believe that it is useful to supplement our GE Condensed Statement of Cash Flows and to examine in a broader context the business activities that provide and require cash.

	Nine months ended September 30,
(In billions)	2013		2012

Operating cash collections(a)	$	72.9	$	73.8
Operating cash payments		(69.0)		(68.5)
Cash dividends from GECC		3.9		5.4
GE cash from operating activities (GE CFOA)(a)	$	7.8	$	10.7

(a)

GE sells customer receivables to GECC in part to fund the growth of our industrial businesses. These transactions can result in cash generation or cash use. During any given period, GE receives cash from the sale of receivables to GECC. It also foregoes collection of cash on receivables sold. The incremental amount of cash received from sale of receivables in excess of the cash GE would have otherwise collected had those receivables not been sold, represents the cash generated or used in the period relating to this activity. The incremental cash generated in GE CFOA from selling these receivables to GECC decreased GE CFOA by $0.8 billion in the nine months ended September 30, 2013 and decreased GE CFOA by $0.1 billion in the nine months ended September 30, 2012. See Note 19 to the condensed, consolidated financial statements for additional information about the elimination of intercompany transactions between GE and GECC.

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The most significant source of cash in GE CFOA is customer-related activities, the largest of which is collecting cash following a product or services sale. GE operating cash collections decreased by $0.9 billion during the nine months ended September 30, 2013. This decrease is primarily due to comparable changes in total sales and increases in current receivables, partially offset by net increases in cash received from progress collections.

The most significant operating use of cash is to pay our suppliers, employees, tax authorities and others for a wide range of material and services. GE operating cash payments increased by $0.5 billion for the nine months ended September 30, 2013. This increase was primarily due to NBCU LLC deal-related tax payments (see more transaction details below) and payouts under our long-term incentive plan, partially offset by a decrease in total costs and expenses and non-recurrence of principal pension plan funding in 2012.

GE CFOA also decreased compared with the nine months ended September 30, 2012, as a result of the reduction in the current period GECC dividend to GE of $1.5 billion.

Cash from investing activities was $5.3 billion during the nine months ended September 30, 2013, which reflected the March 19, 2013 sale of our remaining 49% common equity interest in NBCU LLC to Comcast for total consideration of $16.7 billion, consisting of $12.0 billion in cash, $4.0 billion in Comcast guaranteed debt and $0.7 billion in preferred stock. During the three months ended March 31, 2013, but subsequent to the closing of the transaction, both the debt and preferred stock were sold at approximately par value. These NBCU LLC-related proceeds were partially offset by the August 1, 2013 acquisition of Avio for $4.4 billion and the July 1, 2013 acquisition of Lufkin for $3.3 billion.

Cash used for financing activities for the nine months ended September 30, 2013 of $18.4 billion related primarily to our repurchase of $8.0 billion of GE shares for treasury in accordance with our share repurchase program, $5.9 billion of dividends paid to shareowners and our February 1, 2013 repayment of $5.0 billion of GE senior unsecured notes.

GECC Cash Flow

GECC cash and equivalents were $76.3 billion at September 30, 2013, compared with $77.7 billion at September 30, 2012. GECC cash from operating activities totaled $11.9 billion for the nine months ended September 30, 2013, compared with cash from operating activities of $14.9 billion for the nine months ended September 30, 2012.

Cash from investing activities was $28.2 billion during the nine months ended September 30, 2013, consistent with our plan to reduce GECC asset levels. Cash from investing activities for the period related primarily to collections (which includes sales) exceeding originations of financing receivables of $8.5 billion; the acquisition of MetLife Bank, N.A. resulting in net cash provided by the acquisition of $6.4 billion; and principal business dispositions of $0.8 billion, including the disposition of our CLL fleet business in Canada of $0.6 billion. Additionally, included within all other investing activities were proceeds from real estate property sales of $7.7 billion, net loan repayments from our equity method investments of $2.1 billion and net maturities of investment securities of $2.0 billion.

Cash used for financing activities for the nine months ended September 30, 2013 of $24.7 billion related primarily to a $19.0 billion reduction in total borrowings, consisting primarily of reductions in short-term borrowings and commercial paper, and a $2.2 billion reduction in deposits at our banks. These uses of cash were partially offset by $1.0 billion of proceeds from the issuance of preferred stock.

Cash used for financing activities also includes dividends to GE, which represent the distribution of a portion of GECC retained earnings. Beginning in the second quarter of 2012, GECC restarted its dividend to GE. In the nine months ended September 30, 2013, GECC paid GE dividends of $0.9 billion and special dividends of $3.0 billion.

Intercompany Eliminations

Effects of transactions between related companies are made on an arms-length basis, are eliminated and consist primarily of GECC dividends to GE; GE customer receivables sold to GECC; GECC services for trade receivables management and material procurement; buildings and equipment (including automobiles) leased between GE and GECC; information technology (IT) and other services sold to GECC by GE; aircraft engines manufactured by GE that are installed on aircraft purchased by GECC from third-party producers for lease to others; and various investments, loans and allocations of GE corporate overhead costs. See Note 19 to the condensed, consolidated financial statements for further information related to intercompany eliminations.

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Fair Value Measurements

See Note 1 in our 2012 consolidated financial statements for disclosures related to our methodology for fair value measurements. Additional information about fair value measurements is provided in Note 15 to the condensed, consolidated financial statements.

At September 30, 2013, the aggregate amount of assets that are measured at fair value through earnings totaled $5.6 billion and consisted primarily of various assets held for sale in the ordinary course of business, as well as equity investments.

C. Financial Services Portfolio Quality

Investment securities comprise mainly investment grade debt securities supporting obligations to annuitants, policyholders and holders of guaranteed investment contracts (GICs) in our run-off insurance operations and Trinity, 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 $43.9 billion at September 30, 2013 from $48.5 billion at December 31, 2012, primarily due to the sale of U.S. government and federal agency securities at our treasury operations and the impact of higher interest rates. Of the amount at September 30, 2013, we held debt securities with an estimated fair value of $43.4 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 $24.3 billion, $6.5 billion, $2.0 billion and $3.0 billion, respectively. Net unrealized gains on debt securities were $2.6 billion and $4.8 billion at September 30, 2013 and December 31, 2012, respectively. This amount included unrealized losses on corporate debt securities, ABS, RMBS and CMBS of $0.3 billion, $0.1 billion, $0.1 billion and $0.1 billion, respectively, at September 30, 2013, as compared with $0.4 billion, $0.1 billion, $0.1 billion and $0.1 billion, respectively, at December 31, 2012.

We regularly review investment securities for impairment using both qualitative and quantitative criteria. For debt securities, our qualitative review considers our intent to sell the security and 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. Our quantitative review considers whether there has been an adverse change in expected future cash flows. Unrealized losses are not indicative of the amount of credit loss that would be recognized. We presently do not intend to sell the vast majority of our debt securities that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell the vast majority of these securities before recovery of our amortized cost. For equity securities, we consider the length of time and magnitude of the amount that each security is in an unrealized loss position. We believe that the unrealized loss associated with our equity securities will be recovered within the foreseeable future. Uncertainty in the capital markets may cause increased levels of other-than-temporary impairments.

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 more than 70% are agency bonds or insured by Monoline insurers (Monolines) (on which we continue to place reliance). Of our total RMBS portfolio at September 30, 2013 and December 31, 2012, approximately $0.4 billion and $0.5 billion, respectively, relates to residential subprime credit, primarily supporting our guaranteed investment contracts. A majority of this exposure is 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. The vast majority 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 of the deals.

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 the securities in our ABS portfolio are in a senior position in the capital structure of the deals.

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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, 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.

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 September 30, 2013, our investment securities insured by Monolines on which we continue to place reliance were $1.1 billion, including $0.3 billion investment in subprime RMBS. At September 30, 2013, the unrealized loss associated with securities subject to Monoline credit enhancement, for which there is an expected credit loss, was $0.1 billion.

Total pre-tax, other-than-temporary impairment losses during the three months ended September 30, 2013 were $0.1 billion, which was recognized in earnings and primarily relates to credit losses on corporate debt securities and other-than-temporary losses on equity securities.

Total pre-tax, other-than-temporary impairment losses during the three months ended September 30, 2012 were an insignificant amount, which was recognized in earnings and primarily relates to credit losses on non-U.S. corporate securities CMBS and RMBS.

Total pre-tax, other-than-temporary impairment losses during the nine months ended September 30, 2013 were $0.5 billion, which was recognized in earnings and primarily relates to credit losses on corporate debt securities and other-than-temporary losses on equity securities.

Total pre-tax, other-than-temporary impairment losses during the nine months ended September 30, 2012 were $0.1 billion, which was recognized in earnings and primarily relates to credit losses on non-U.S. corporate securities and other-than-temporary losses on equity securities.

At both September 30, 2013 and December 31, 2012, unrealized losses on investment securities totaled $0.8 billion, of which $0.4 billion and $0.8 billion, respectively, was aged 12 months or longer. Of the amount aged 12 months or longer at September 30, 2013, approximately 70% 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, $0.2 billion related to both structured securities (mortgage-backed and asset-backed) and corporate debt securities. With respect to our investment securities that are in an unrealized loss position, aged 12 months or longer at September 30, 2013, 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 that are in an unrealized loss position and believe that it is not more likely than not that we will be required to sell these securities before recovery of our amortized cost. For additional information, see Note 3 to the condensed, consolidated financial statements.

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 finance receivables portfolio follows.

Our consumer portfolio is composed primarily of non-U.S. mortgage, sales finance, auto and personal loans in various European and Asian countries and U.S. consumer credit card and sales finance receivables. 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 and water industries, respectively. We are in a secured position for substantially all of our commercial portfolio.

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Losses on financing receivables are recognized when they are incurred, which requires us to make our best estimate of probable losses inherent in the portfolio. The method for calculating the best estimate of losses depends on the size, type and risk characteristics of the related financing receivable. Such an estimate requires consideration of historical loss experience, adjusted for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates, financial health of specific customers and market sectors, collateral values (including housing price indices as applicable), and the present and expected future levels of interest rates. The underlying assumptions, estimates and assessments we use to provide for losses are updated periodically to reflect our view of current conditions and are subject to the regulatory examinations process, which can result in changes to our assumptions. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible 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). 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 Notes 5 and 17.

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	Financing receivables				Nonearning receivables				Allowance for losses
	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,
(In millions)	2013		2012		2013		2012		2013		2012

Commercial
CLL
Americas	$	69,240	$	72,517	$	1,182	$	1,333	$	470	$	490
Europe(a)		35,529		37,037		916		1,299		342		445
Asia		9,573		11,401		226		193		75		80
Other(a)		468		603		-		52		-		6
Total CLL		114,810		121,558		2,324		2,877		887		1,021

Energy
Financial
Services		4,367		4,851		4		-		11		9

GECAS		9,642		10,915		-		-		10		8

Other		393		486		-		13		2		3

Total Commercial		129,212		137,810		2,328		2,890		910		1,041

Real Estate		18,966		20,946		357		444		170		320

Consumer
Non-U.S.
residential
mortgages(b)		31,142		33,451		2,258		2,569		439		480
Non-U.S.
installment
and revolving
credit		17,305		18,546		205		224		662		623
U.S. installment
and revolving
credit		51,799		50,853		936		1,026		2,721		2,282
Non-U.S. auto		3,524		4,260		20		24		67		67
Other		7,427		8,070		341		351		183		172
Total Consumer		111,197		115,180		3,760		4,194		4,072		3,624
Total	$	259,375	$	273,936	$	6,445	$	7,528	$	5,152	$	4,985

(a)	During the third quarter of 2013, we transferred our European equipment services portfolio from CLL Other to CLL Europe. Prior-period amounts were reclassified to conform to the current period presentation.

(b)

Included financing receivables of $11,499 million and $12,221 million, nonearning receivables of $913 million and $1,036 million and allowance for losses of $140 million and $142 million at September 30, 2013 and December 31, 2012, respectively, primarily related to loans, net of credit insurance, whose terms permitted interest-only payments and high loan-to-value ratios at inception (greater than 90%). At origination, we underwrite loans with an adjustable rate to the reset value. Of these loans, about 85% are in our U.K. and France portfolios, have a delinquency rate of 14%, have a loan-to-value ratio at origination of 82% and have re-indexed loan-to-value ratios of 86% and 65%, respectively. At September 30, 2013, 11% (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 $259.4 billion at September 30, 2013, and $273.9 billion at December 31, 2012. Financing receivables, before allowance for losses, decreased $14.6 billion from December 31, 2012, primarily as a result of collections (which includes sales) exceeding originations ($8.5 billion), write-offs ($4.2 billion) and the stronger U.S. dollar ($3.1 billion).

Related nonearning receivables totaled $6.4 billion (2.5% of outstanding receivables) at September 30, 2013, compared with $7.5 billion (2.7% of outstanding receivables) at December 31, 2012. Nonearning receivables decreased from December 31, 2012, primarily due to write-offs and payoffs at CLL and improved entry rates and collections in our Non-U.S. residential mortgage and U.S. installment and revolving portfolios.

The allowance for losses at September 30, 2013 totaled $5.2 billion compared with $5.0 billion at December 31, 2012, representing our best estimate of probable losses inherent in the portfolio. Allowance for losses increased $0.2 billion from December 31, 2012, primarily because provisions were higher than write-offs, net of recoveries by $0.3 billion, which is attributable to an increase in provisions in our Consumer installment and revolving portfolios. The allowance for losses as a percent of total financing receivables increased from 1.8% at December 31, 2012 to 2.0% at September 30, 2013 primarily due to an increase in the allowance for losses as discussed above and 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				nonearning financing receivables				total financing receivables
	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,
	2013		2012		2013		2012		2013		2012
Commercial
CLL
Americas	1.7	%	1.8	%	39.8	%	36.8	%	0.7	%	0.7	%
Europe	2.6		3.5		37.3		34.3		1.0		1.2
Asia	2.4		1.7		33.2		41.5		0.8		0.7
Other	–		8.6		–		11.5		–		1.0
Total CLL	2.0		2.4		38.2		35.5		0.8		0.8

Energy Financial Services	0.1		–		275.0		–		0.3		0.2

GECAS	–		–		–		–		0.1		0.1

Other	–		2.7		–		23.1		0.5		0.6

Total Commercial	1.8		2.1		39.1		36.0		0.7		0.8

Real Estate	1.9		2.1		47.6		72.1		0.9		1.5

Consumer
Non-U.S.
residential mortgages(a)	7.3		7.7		19.4		18.7		1.4		1.4
Non-U.S.
installment and
revolving credit	1.2		1.2		322.9		278.1		3.8		3.4
U.S. installment and
revolving credit	1.8		2.0		290.7		222.4		5.3		4.5
Non-U.S. auto	0.6		0.6		335.0		279.2		1.9		1.6
Other	4.6		4.3		53.7		49.0		2.5		2.1

Total Consumer	3.4		3.6		108.3		86.4		3.7		3.1

Total	2.5		2.7		79.9		66.2		2.0		1.8

(a)

Included nonearning financing receivables as a percent of financing receivables of 7.9% and 8.5%, allowance for losses as a percent of nonearning receivables of 15.4% and 13.7% and allowance for losses as a percent of total financing receivables of 1.2% and 1.2% at September 30, 2013 and December 31, 2012, respectively, primarily related to loans, net of credit insurance, whose terms permitted interest-only payments and high loan-to-value ratios at inception (greater than 90%). Compared to the overall Non-U.S. residential mortgage loan portfolio, the ratio of allowance for losses as a percent of financing receivables and ratio of allowance for losses as a percent of nonearning financing receivables for these loans are lower, driven primarily by the higher mix of such products in the U.K. and France portfolios and as a result of the better performance and collateral realization experience in these markets.

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 $1.2 billion represented 18.3% of total nonearning receivables at September 30, 2013. The ratio of allowance for losses as a percent of nonearning receivables increased from 36.8% at December 31, 2012, to 39.8% at September 30, 2013, reflecting a decrease in nonearning receivables. The ratio of nonearning receivables as a percent of financing receivables decreased from 1.8% at December 31, 2012, to 1.7% at September 30, 2013, primarily due to decreased nonearning exposures in our industrial materials and consumer-facing portfolios, partially offset by our Latin America portfolios. 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 $0.9 billion represented 14.2% of total nonearning receivables at September 30, 2013. The ratio of allowance for losses as a percent of nonearning receivables increased from 34.3% at December 31, 2012 to 37.3% at September 30, 2013, reflecting a decrease in nonearning receivables and allowance for losses in our Interbanca S.p.A., acquisition finance and asset-backed lending portfolios. The majority of our CLL – Europe 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 increased from 58.4% at December 31, 2012, to 82.3% at September 30, 2013, primarily due to a decrease in nonearning receivables as a result of write-offs and sales in our acquisition finance and asset-backed lending portfolios. The ratio of nonearning receivables as a percent of financing receivables decreased from 3.5% at December 31, 2012, to 2.6% at September 30, 2013, for the reasons described above. Collateral supporting these secured nonearning financing receivables are primarily equity of the underlying businesses for our Interbanca S.p.A. and acquisition finance businesses, the purchased receivables for our asset-backed lending portfolio, and equipment for our equipment finance portfolio.

CLL – Asia. Nonearning receivables of $0.2 billion represented 3.5% of total nonearning receivables at September 30, 2013. The ratio of allowance for losses as a percent of nonearning receivables decreased from 41.5% at December 31, 2012, to 33.0% at September 30, 2013, primarily due to an increase in nonearnings in our structured finance business and in our asset-based financing business in Australia, partially offset by restructuring activities and write-offs resulting in a reduction of nonearning receivables in our asset-based financing businesses in Japan. Collateral supporting these nonearning financing receivables is primarily manufacturing equipment, commercial real estate and corporate aircraft.

Real Estate. Nonearning receivables of $0.4 billion represented 5.5% of total nonearning receivables at September 30, 2013. The decrease in nonearning receivables was primarily driven by resolution of North American multi-family and hotel nonearning loans, as well as European retail and mixed-use loans through payoffs, foreclosures and write-offs. The ratio of allowance for losses as a percent of nonearning receivables decreased from 72.1% to 47.6% reflecting the reduction in overall reserves due to improving market conditions and higher originations. The ratio of allowance for losses as a percent of total financing receivables decreased from 1.5% at December 31, 2012, to 0.9% at September 30, 2013, driven primarily by write-offs and the reduction in overall reserves due to improving market conditions.

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 September 30, 2013, total Real Estate financing receivables of $19.0 billion were primarily collateralized by office buildings ($4.8 billion), hotel properties ($3.2 billion), apartment buildings ($2.9 billion), warehouse ($2.6 billion) and retail facilities ($2.4 billion). In the first nine months of 2013, commercial real estate markets continued to show signs of improved stability and liquidity in certain markets; however, the pace of improvement varies significantly by asset class and market and the long term outlook remains uncertain. We have and continue to maintain an intense focus on operations and risk management. Loan loss reserves related to our Real Estate 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 $0.1 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 September 30, 2013, we had 111 foreclosed commercial real estate properties totaling $1.0 billion.

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Consumer − Non-U.S. residential mortgages. Nonearning receivables of $2.3 billion represented 35.0% of total nonearning receivables at September 30, 2013. The ratio of allowance for losses as a percent of nonearning receivables increased from 18.7% at December 31, 2012 to 19.4% at September 30, 2013, as a result of lower nonearning receivables due to improved collections primarily in our U.K. and Spain portfolios. Our non-U.S. mortgage portfolio has a loan-to-value ratio of approximately 76% 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 79% and 56%, respectively, and about 11% 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 September 30, 2013, we had in repossession stock 541 houses in the U.K., which had a value of approximately $0.1 billion.

Consumer − Non-U.S. installment and revolving credit. Nonearning receivables of $0.2 billion represented 3.2% of total nonearning receivables at September 30, 2013. The ratio of allowance for losses as a percent of nonearning receivables increased from 278.1% at December 31, 2012 to 322.9% at September 30, 2013, reflecting an increase in the allowance for losses primarily due to the approach described below.

Consumer − U.S. installment and revolving credit. Nonearning receivables of $0.9 billion represented 14.5% of total nonearning receivables at September 30, 2013. The ratio of allowance for losses as a percent of nonearning receivables increased from 222.4% at December 31, 2012 to 290.7% at September 30, 2013 reflecting an increase in the allowance for losses primarily due to the approach described below. The ratio of nonearning receivables as a percentage of financing receivables decreased from 2.0% at December 31, 2012 to 1.8% at September 30, 2013 primarily due to improved delinquency rates.

In the first quarter of 2013, we completed our implementation of a more granular portfolio segmentation approach, by loss type, in determining the incurred loss period in our consumer revolving credit portfolios, which resulted in an increase to the incurred loss period and included a qualitative assessment of the adequacy of the consumer revolving credit portfolios’ allowance for losses, which compares this allowance for losses to projected net write-offs over the next twelve months, in a manner consistent with regulatory guidance. This resulted in an increase of $0.6 billion to the allowance for losses on financing receivables ($0.3 billion, after tax), the vast majority of which was attributable to our U.S. consumer revolving credit portfolios.

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 that are classified as nonaccrual financing receivables but are paying on a cash accounting basis, and therefore excluded from nonearning receivables. Of our $10.9 billion nonaccrual loans at September 30, 2013, $6.2 billion are currently paying in accordance with their contractual terms.

	Nonaccrual		Nonearning
	financing		financing
(In millions)	receivables		receivables

September 30, 2013

Commercial
CLL	$	3,389	$	2,324
Energy Financial Services		4		4
GECAS		-		-
Other		11		-
Total Commercial		3,404		2,328

Real Estate		3,723		357

Consumer		3,816		3,760
Total	$	10,943	$	6,445

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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.

(In millions)	September 30,		December 31,
	2013		2012
Loans requiring allowance for losses
Commercial(a)	$	1,035	$	1,372
Real Estate		1,404		2,202
Consumer		3,096		3,115
Total loans requiring allowance for losses		5,535		6,689

Loans expected to be fully recoverable
Commercial(a)		3,091		3,697
Real Estate		2,793		3,491
Consumer		99		105
Total loans expected to be fully recoverable		5,983		7,293
Total impaired loans	$	11,518	$	13,982

Allowance for losses (specific reserves)
Commercial(a)	$	311	$	487
Real Estate		83		188
Consumer		684		674
Total allowance for losses (specific reserves)	$	1,078	$	1,349

Average investment during the period	$	12,757	$	16,269
Interest income earned while impaired(b)		503		751

(a)	Includes CLL, Energy Financial Services, GECAS and Other.

(b)	Recognized principally on an accrual 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 $4.2 billion impaired loans at Real Estate at September 30, 2013, $3.9 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.

Our impaired loan balance at September 30, 2013 and December 31, 2012, classified by the method used to measure impairment was as follows.

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	September 30,		December 31,
(In millions)	2013		2012

Method used to measure impairment
Discounted cash flow	$	6,155	$	6,704
Collateral value		5,363		7,278
Total	$	11,518	$	13,982

See Note 1 in our 2012 consolidated financial statements for further information on our valuation processes.

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 September 30, 2013, TDRs included in impaired loans were $10.2 billion, primarily relating to Real Estate ($3.9 billion), CLL ($3.2 billion) and Consumer ($3.0 billion).

Real Estate TDRs decreased from $5.1 billion at December 31, 2012 to $3.9 billion at September 30, 2013, primarily driven by resolution of TDRs through paydowns and the effects of currency exchange, partially offset by extensions of loans scheduled to mature during 2013, some of which were 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 nine months ended September 30, 2013, we modified $1.4 billion of loans classified as TDRs. 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 $2.1 billion and $4.6 billion of modifications classified as TDRs in the twelve months ended September 30, 2013 and 2012, respectively, $0.3 billion and $0.2 billion have subsequently experienced a payment default in the nine months ended September 30, 2013 and 2012, respectively.

The substantial majority of the Real Estate TDRs have reserves determined based upon collateral value. Our specific reserves on Real Estate TDRs were $0.1 billion at September 30, 2013 and $0.2 billion at December 31, 2012, and were 2.0% and 3.1%, respectively, of Real Estate TDRs. 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 nine months ended September 30, 2013, we provided short-term modifications of less than $0.1 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 $1.2 billion of Consumer loans for the nine months ended September 30, 2013, which are classified as TDRs. Further information on Consumer impaired loans is provided in Note 17 to the condensed, consolidated financial statements.

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Delinquencies

For additional information on delinquency rates at each of our major portfolios, see Note 17 to the condensed, consolidated financial statements.

GECC Selected European Exposures

At September 30, 2013, we had $82.4 billion in financing receivables to consumer and commercial customers in Europe. The GECC financing receivables portfolio in Europe is well diversified across European geographies and customers. Approximately 87% of the portfolio is secured by collateral and represents approximately 500,000 commercial customers. Several European countries, including Spain, Portugal, Ireland, Italy, Greece and Hungary (“focus countries”), have been subject to credit deterioration due to weaknesses in their economic and fiscal situations. The carrying value of GECC funded exposures in these focus countries and in the rest of Europe comprised the following at September 30, 2013.


													Rest of		Total
September 30, 2013 (In millions)	Spain		Portugal		Ireland		Italy		Greece		Hungary		Europe		Europe

Financing receivables,
before allowance
for losses on
financing receivables	$	1,553	$	265	$	276	$	6,576	$	2	$	2,955	$	72,194	$	83,821

Allowance for losses on
financing receivables		(94)		(17)		(5)		(208)		-		(104)		(973)		(1,401)

Financing receivables,
net of allowance
for losses on
financing receivables(a)(b)		1,459		248		271		6,368		2		2,851		71,221		82,420

Investments(c)(d)		3		-		-		505		-		252		2,212		2,972

Cost and equity method
investments(e)		307		-		399		62		34		-		695		1,497

Derivatives,
net of collateral(c)(f)		2		-		-		62		-		-		174		238

ELTO(g)		478		106		443		776		245		332		9,809		12,189

Real estate held for
investment(g)		790		-		-		410		-		-		5,585		6,785

Total funded exposures(h)	$	3,039	$	354	$	1,113	$	8,183	$	281	$	3,435	$	89,696	$	106,101

Unfunded commitments(i)	$	12	$	7	$	65	$	177	$	4	$	851	$	8,647	$	9,763

(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 $30.7 billion before consideration of purchased credit protection. We have third-party mortgage insurance for less than 15% 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 $0.8 billion related to financial institutions, $0.3 billion related to non-financial institutions and $1.9 billion related to sovereign issuers. Sovereign issuances totaled $0.1 billion and $0.2 billion related to Italy and Hungary, respectively. We held no investments issued by sovereign entities in the other focus countries.

(e)	Substantially all is non-sovereign.

(f)	Net of cash collateral; entire amount is non-sovereign.

(g)

These assets are held under long-term investment and operating strategies, and our equipment leased to others (ELTO) strategies contemplate an ability to redeploy assets under lease should default by the lessee occur. The values of these assets could be subject to decline or impairment in the current environment.

(h)

Excludes $40.4 billion of cash and equivalents, which is composed of $26.0 billion of cash on short-term placement with highly rated global financial institutions based in Europe, sovereign central banks and agencies or supranational entities, of which $1.4 billion is in focus countries, and $14.4 billion of cash and equivalents placed with highly rated European financial institutions on a short-term basis, secured by U.S. Treasury securities ($11.3 billion) and sovereign bonds of non-focus countries ($3.1 billion), where the value of our collateral exceeds the amount of our cash exposure.

(i)	Includes ordinary course of business lending commitments, commercial and consumer unused revolving credit lines, inventory financing arrangements and investment commitments.

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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 relatively stable in our European commercial and consumer platforms in the aggregate, and we actively monitor and take action to reduce exposures where appropriate. Uncertainties surrounding European markets could have an impact on the judgments and estimates used in determining the carrying value of these assets.

All other assets comprise mainly real estate equity properties and investments, equity and cost method investments, derivative instruments and assets held for sale, and totaled $50.1 billion at September 30, 2013, a decrease of $12.1 billion, primarily related to the sale of certain held-for-sale real estate and aircraft ($4.7 billion), the sale of certain real estate investments ($3.0 billion), a decrease in the fair value of derivative instruments ($2.6 billion) and a decrease in our Penske investment ($1.2 billion). During the nine months ended September 30, 2013, we recognized $0.2 billion of other-than-temporary impairments of cost and equity method investments, excluding those related to real estate.

Included in other assets are Real Estate equity investments of $14.4 billion and $20.7 billion and Real Estate equity assets classified as held for sale of $2.4 billion and $0.3 billion at September 30, 2013 and December 31, 2012, 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. Commercial real estate valuations have shown 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 the three and nine months ended September 30, 2013, Real Estate recognized pre-tax impairments of an insignificant amount and $0.3 billion, respectively, in its real estate held for investment, which were primarily driven by the strategic decision to exit certain equity platforms. Real Estate investments with undiscounted cash flows in excess of carrying value of 0% to 5% at September 30, 2013 had a carrying value of $0.3 billion and an associated estimated unrealized loss of an insignificant amount. Continued deterioration in economic conditions or prolonged market illiquidity may result in further impairments being recognized. On March 19, 2013, in connection with GE’s sale of its remaining 49% interest in NBCUniversal LLC to Comcast Corporation, we sold real estate comprising certain floors located at 30 Rockefeller Center, New York and the CNBC property located in Englewood Cliffs, New Jersey to affiliates of NBC Universal for $1.4 billion in cash.

Liquidity and Borrowings

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

Our liquidity and borrowing plans for GE and GECC 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, any dividend payments from GECC, and also have historically maintained a commercial paper program that we regularly use to fund operations in the U.S., principally within fiscal quarters.

GECC’s liquidity position is targeted to meet its obligations under both normal and stressed conditions. GECC establishes a funding plan annually that is based on the projected asset size and cash needs of the Company, which over the past few years, has included our strategy to reduce our ending net investment in GE Capital. GECC 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 2013 GECC funding plan anticipates repayment of principal on outstanding short-term borrowings, including the current portion of long-term debt ($44.3 billion at December 31, 2012), 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. Long-term maturities and early redemptions were $6 billion in the third quarter of 2013. Interest on borrowings is primarily repaid through interest earned on existing financing receivables. During the third quarter of 2013, GECC earned interest income on financing receivables of $5.0 billion, which more than offset interest and other financial charges of $2.2 billion.

During the first quarter of 2013, $5 billion of long-term debt issued by GE matured.

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

GECC is a regulated 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 (DFA). In addition, on July 8, 2013, the U.S. Financial Stability Oversight Council (FSOC) designated GECC as a nonbank systemically important financial institution (nonbank SIFI) under the DFA. Many of the rulemakings for supervision of nonbank SIFIs are not final and therefore the exact impact and implementation date remain uncertain. GECC continues to plan for the enhanced prudential standards that will apply to nonbank SIFIs. These DFA rulemakings will require, among other items, enhanced capital and liquidity levels, compliance with the comprehensive capital analysis and review regulations (CCAR), compliance with counterparty credit exposure limits, and the development of a resolution plan for submission to regulators.

The FRB recently finalized regulations to revise and replace its current rules on capital adequacy and to extend capital regulations to savings and loan holding companies like GECC. Under the final rules, GECC expects that the standardized approach for calculating capital will apply to GECC, in its capacity as a Savings and Loan Holding Company, on January 1, 2015. However, that timing could change once nonbank SIFI rules are finalized. GECC will ultimately also become subject to the Basel III advanced capital rules that will be applicable to institutions with more than $250 billion in assets. Initial actions required for compliance with the advanced capital rules will begin once GECC is subject to regulatory capital rules. However, full implementation will take several years to complete.

The FRB has also indicated in a proposed rulemaking that they will require nonbank SIFIs 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 GECC is not yet determined. While GECC is not yet subject to this regulation, GECC’s capital allocation planning remains subject to FRB review as a savings and loan holding company.

Overall, GE does not believe that GECC’s designation as a nonbank SIFI will have a material impact on its business or operations.

Liquidity Sources

We maintain liquidity sources that include cash and equivalents, committed unused credit lines and high-quality, liquid investments.

We have consolidated cash and equivalents of $86.5 billion at September 30, 2013, which is available to meet our needs. Of this, approximately $10 billion is held at GE and approximately $76 billion is held at GECC.

We have committed, unused credit lines totaling $47.6 billion that have been extended to us by 49 financial institutions at September 30, 2013. GECC can borrow up to $47.6 billion under all of these credit lines. GE can borrow up to $14.6 billion under certain of these credit lines. These lines include $26.1 billion of revolving credit agreements under which we can borrow funds for periods exceeding one year. Additionally, $21.4 billion are 364-day lines that contain a term-out feature that allows us to extend borrowings for one to two years from the date of expiration of the lending agreement.

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Cash and equivalents of $58.8 billion at September 30, 2013 are held by non-U.S. subsidiaries. Of this amount at quarter-end, $13.8 billion is indefinitely reinvested. Indefinitely reinvested cash held outside of the U.S. is available to fund operations and other growth of non-U.S. subsidiaries; it is also used to fund our needs in the U.S. on a short-term basis through short-term loans, without being subject to U.S. tax. Under the Internal Revenue Code, these loans are permitted to be outstanding for 30 days or less and the total of all such loans are required to be outstanding for less than 60 days during the year.

$2.2 billion of GE cash and equivalents is held in countries with currency controls that may restrict the transfer of funds to the U.S. or limit our ability to transfer funds to the U.S. without incurring substantial costs. These funds are available to fund operations and growth in these countries and we do not currently anticipate a need to transfer these funds to the U.S.

At GECC, about $12 billion of cash and equivalents are in regulated banks and insurance entities and are subject to regulatory restrictions.

If we were to repatriate indefinitely reinvested cash held outside the U.S., we would be subject to additional U.S. income taxes and foreign withholding taxes.

Funding Plan

We have reduced our GE Capital ending net investment, excluding cash and equivalents, to $384.6 billion at September 30, 2013.

Through September 30, 2013, GECC completed issuances of $33.2 billion of senior unsecured debt (excluding securitizations described below) with maturities up to 40 years (and subsequent to September 30, 2013, an additional insignificant amount). Average commercial paper borrowings for GECC and GE during the third quarter were $35.3 billion and $7.3 billion, respectively, and the maximum amounts of commercial paper borrowings outstanding for GECC and GE during the third quarter were $36.1 billion and $9.7 billion, respectively. GECC commercial paper maturities are funded principally through new commercial paper issuances and at GE are substantially repaid before quarter-end using indefinitely reinvested overseas cash, which as discussed above, is available for use in the U.S. on a short-term basis without being subject to U.S. tax.

We securitize financial assets as an alternative source of funding. During 2013, we completed $7.7 billion of non-recourse issuances and had maturities of $7.8 billion. At September 30, 2013, consolidated non-recourse borrowings were $30 billion.

We have 12 deposit-taking banks outside of the U.S. and two deposit-taking banks in the U.S. – GE Capital Retail Bank, a Federal Savings Bank (FSB), and GE Capital Bank (formerly GE Capital Financial Inc.), an industrial bank (IB). The FSB and IB currently issue certificates of deposit (CDs) in maturity terms from two months to ten years. On January 11, 2013, the FSB acquired the deposit business of MetLife Bank, N.A. This acquisition added approximately $6.4 billion in deposits and an online banking platform.

Total alternative funding at September 30, 2013 was $105 billion, composed mainly of $51 billion bank deposits, $30 billion of non-recourse securitization borrowings, $10 billion of funding secured by real estate, aircraft and other collateral and $9 billion GE Interest Plus notes. The comparable amount at December 31, 2012 was $101 billion.

As a matter of general practice, we routinely evaluate the economic impact of calling debt instruments where we have the right to exercise a call. In determining whether to call debt, we consider the economic benefit to GECC of calling debt, the effect of calling debt on our liquidity profile and other factors. During the first nine months of 2013, we settled $8.4 billion of callable debt, of which $4.1 billion was called in 2012. No additional debt was called during the third quarter of 2013 that will settle after September 30, 2013.

Income Maintenance Agreement

GE provides implicit and explicit support to GECC through commitments, capital contributions and operating support. For example, and as discussed below, GE has committed to keep GECC’s ratio of earnings to fixed charges above a minimum level. In addition, GE made a total of $15.0 billion of capital contributions to GECC in 2009 and 2008 to improve tangible capital and reduce leverage. GECC’s credit rating is higher than it would be on a stand-alone basis as a result of this financial support.

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As set forth in Exhibit 99(b) hereto, GECC’s ratio of earnings to fixed charges was 1.79:1 during the nine months ended September 30, 2013 due to higher pre-tax earnings at GECC, which were primarily driven by lower losses and delinquencies. For additional information, see the Income Maintenance Agreement section in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2012 consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes to our market risk since December 31, 2012. For a discussion of our exposure to market risk, refer to Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 4. Controls and Procedures.

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of September 30, 2013, and (ii) no change in internal control over financial reporting occurred during the quarter ended September 30, 2013, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings.

The following information supplements and amends our discussion set forth under Part I, Item 3 “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and in our Quarterly Report on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013.

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 were subsequently consolidated, sought 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. In April 2012, the District Court granted a portion of our motion for reconsideration, resulting in the dismissal of plaintiffs’ claims under the Securities Act of 1933. In July 2012, the District Court denied plaintiffs’ motion seeking to amend their complaint to include the alleged claims under the Securities Act of 1933. In January 2013, plaintiffs attempted unsuccessfully to file a new amended complaint. Also in January 2013, we filed a motion for judgment on the pleadings. In April 2013, the parties entered into a definitive settlement agreement under which (i) GE has paid $40 million, inclusive of attorneys’ fees and expenses and the cost of notice to the putative settlement class and (ii) all claims of the settlement class were fully and finally released. GE, as stated in the settlement agreement, continues to maintain that the plaintiffs' claims were without merit, and has settled to avoid the expenditure of significant litigation costs and management burdens in connection with defense of the lawsuit. In September 2013, the District Court approved the settlement.

We sold WMC, our U.S. mortgage business, in 2007. WMC substantially discontinued all new loan originations in 2007, and was 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.

There are 16 lawsuits relating to pending mortgage loan repurchase claims in which WMC is a party. The adverse parties in these cases are trustees of private label residential mortgage-backed securitization trusts or parties claiming to act on their behalf. While the alleged claims for relief vary from case to case, the complaints and counterclaims in these actions generally assert claims for breach of contract, indemnification, and/or declaratory judgment, and seek specific performance (repurchase) and/or monetary damages.

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Five WMC cases are pending in the United States District Court for the District of Connecticut. Four of these cases were initiated in 2012, and one was initiated in the third quarter of 2013. Deutsche Bank National Trust Company (Deutsche Bank) is the adverse party in four cases, and Law Debenture Trust Company of New York (Law Debenture) is the adverse party in one case. The Deutsche Bank complaints assert claims on approximately $3,400 million of mortgage loans and seek to recover damages on these loans in excess of approximately $1,800 million. The Law Debenture complaint asserts claims on approximately $1,000 million of mortgage loans, and alleges losses on these loans in excess of approximately $425 million. GECC was initially named a defendant in each of the Connecticut cases and has been dismissed from four of those cases without prejudice.

Six WMC cases are pending in the United States District Court for the District of Minnesota against US Bank National Association (US Bank), of which three were initiated by WMC seeking declaratory judgment. Five of these cases were filed in 2012, and one was filed in 2011. One additional case filed by WMC in the fourth quarter 2012 was dismissed without prejudice in July 2013, due to a proceeding involving the same securitization in New York State Supreme Court, as described below. The Minnesota cases involve claims on approximately $1,200 million of mortgage loans and do not specify the amount of damages sought. In September 2013, the District Court granted in part and denied in part WMC’s motions to dismiss or for summary judgment, dismissing US Bank’s claims for indemnification and for damages based on WMC’s alleged refusal to repurchase but holding that WMC could be liable for money damages if US Bank can prove that WMC knew of a breach of representation or warranty in the mortgage loan pool of which the trustee had no knowledge and failed to notify the trustee. The court also held that US Bank may seek to recover money damages against WMC for losses incurred by the trustee arising from loans previously liquidated by the trustee if WMC was grossly negligent regarding notifying the trustee of the presence of defects in the loans.

As previously reported, three cases are pending in New York State Supreme Court, two of which were initiated by securitization trustees and one of which was brought by a RMBS certificate holder claiming to act on behalf of the trustee. These cases are all at an early stage and involve, in the aggregate, claims involving approximately $3,300 million of mortgage loans. Two of the lawsuits specify damages totaling in excess of $1,100 million, and the third lawsuit does not specify the amount of damages sought. One case, in which the plaintiff is Seagull Point, LLC (Seagull Point), acting individually and purportedly on behalf of Morgan Stanley ABS Capital I Inc. Trust 2007-HE5, was initiated in the second quarter 2013 and names as defendants WMC, Decision One Mortgage Company, LLC (Decision One), Morgan Stanley Mortgage Capital Inc., Morgan Stanley Mortgage Capital Holdings LLC, Morgan Stanley ABS Capital I Inc., and Morgan Stanley ABS Capital I Inc. Trust 2007-HE5 (as nominal defendant). Seagull Point seeks damages against WMC and Decision One in excess of $475 million. The second case was initiated by Deutsche Bank in the second quarter 2013 and names as defendants WMC and Barclays Bank PLC. It involves claims against WMC on approximately $1,000 million of mortgage loans and does not specify the amount of damages sought. The third case, in which the plaintiff is The Bank of New York Mellon (BNY), was initiated in the fourth quarter 2012 and names as defendants WMC, J.P. Morgan Mortgage Acquisition Corporation and JPMorgan Chase Bank, N.A. GECC, which was initially named, is no longer a defendant. This case arises from the same securitization as one of the cases initiated by WMC in Minnesota, noted above. BNY asserts claims on approximately $1,900 million of mortgage loans, and seeks to recover damages in excess of $650 million.

Two cases are pending in the United States District Court for the Southern District of New York. One case, in which the plaintiff is BNY, was filed in the third quarter 2012. In the second quarter 2013, BNY filed an amended complaint in which it asserts claims on approximately $900 million of mortgage loans, and seeks to recover damages in excess of $378 million. In September 2013, the District Court issued a ruling from the bench denying WMC’s motion to dismiss the trustee’s claim for damages and holding that the initial submission of claims on certain mortgage loans was sufficient to provide notice to WMC that the entire pool of loans supporting the securitization was potentially subject to claims for relief by the trustee. One case was initiated by the Federal Housing Finance Agency (FHFA) by filing a summons with notice in the fourth quarter 2012. In the second quarter 2013, Deutsche Bank, in its role as securitization trustee of the trust at issue in the case, intervened as a plaintiff and filed a complaint relating to approximately $1,400 million of loans and alleging losses on these loans in excess of approximately $100 million.

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The amounts of the mortgage loans at issue in these cases (discussed above) reflect the purchase price or unpaid principal balances of the loans at the time of purchase and do not give effect to pay downs, accrued interest or fees, or potential recoveries based upon the underlying collateral. Of the mortgage loans involved in these lawsuits, approximately $4,600 million were included in WMC’s pending claims at September 30, 2013. The claims relating to other mortgage loans not included in WMC’s pending claims consist of sampling-based claims in two cases on approximately $900 million of mortgage loans and, in ten cases, claims for repurchase or damages based on the alleged failure to provide notice of defective loans, breach of a corporate representation and warranty, and/or non-specific claims for rescissionary damages on approximately $5,700 million of mortgage loans. See Note 2 to the condensed, consolidated financial statements in Part I, Item 1 “Financial Statements” of this Form 10-Q Report for additional information.

Item 2. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Approximate

dollar value

Total number

of shares that

of shares

may yet be

purchased

as part of

under our

Total number

Average

our share

of shares

price paid

repurchase

Period(a)

purchased

(a)(b)

per share

program

(a)(c)

program

(Shares in thousands)

2013

July

17,478

24.48

17,413

August

59,711

23.81

59,628

September

9,789

23.27

9,699

Total

86,978

23.88

86,740

14.7

billion

(a)	Information is presented on a fiscal calendar basis, consistent with our quarterly financial reporting.

(b)	This category includes 238 thousand shares repurchased from our various benefit plans.

(c)

Shares are repurchased through the 2007 GE Share Repurchase Program (the Program). As of December 31, 2012, we were authorized to repurchase up to $25 billion of our common stock through 2015 and we had repurchased a total of approximately $12.3 billion under the Program. Effective February 12, 2013, we increased the Program authorization by an additional $10 billion, resulting in authorization to repurchase up to a total of $35 billion of our common stock through 2015. The Program is flexible and shares are acquired with a combination of borrowings and free cash flow from the public markets and other sources, including GE Stock Direct, a stock purchase plan that is available to the public.

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Item 6. Exhibits.

Exhibit 11 Exhibit 12	Computation of Per Share Earnings.* Computation of Ratio of Earnings to Fixed Charges.
Exhibit 31(a)	Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended.
Exhibit 31(b)	Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended.
Exhibit 32	Certification Pursuant to 18 U.S.C. Section 1350.
Exhibit 99(a)	Financial Measures That Supplement Generally Accepted Accounting Principles.
Exhibit 99(b)	Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12 to General Electric Capital Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013 (Commission file number 001-06461)).
Exhibit 101	The following materials from General Electric Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language); (i) Condensed Statement of Earnings for the three and nine months ended September 30, 2013 and 2012, (ii) Condensed, Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012, (iii) Condensed, Consolidated Statement of Changes in Shareowners’ Equity for the nine months ended September 30, 2013 and 2012, (iv) Condensed Statement of Financial Position at September 30, 2013 and December 31, 2012, (v) Condensed Statement of Cash Flows for the nine months ended September 30, 2013 and 2012, and (vi) Notes to Condensed, Consolidated Financial Statements.

	*	Data required by Financial Accounting Standards Board Accounting Standards Codification 260, Earnings Per Share, is provided in Note 14 to the Condensed, Consolidated Financial Statements in this Report.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		General Electric Company (Registrant)
November 1, 2013		/s/ Jan R. Hauser
Date		Jan R. Hauser Vice President and Controller Duly Authorized Officer and Principal Accounting Officer

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