SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 17, 2002
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GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6461 13-1500700
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
260 Long Ridge Road, Stamford, CT 06927
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 357-4000
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Item 5. Other Events
The information included in this Form 8-K impacts only disclosures related
to segment results, and does not in any way restate or revise the financial
position, results of operations or cash flows in any previously reported
Statement of Financial Position, Statement of Earnings or Statement of Cash
Flows of General Electric Capital Corporation (the "Corporation") and
consolidated affiliates, or the consolidating financial statements.
On July 26, 2002, General Electric Company ("GE") issued a press release
announcing organization changes that will result in GE Capital becoming four
separate GE financial services businesses. A copy of GE's press release was
previously filed by the Corporation as an exhibit to its Quarterly Report on
Form 10-Q for the quarter ended June 29, 2002, filed on July 31, 2002. As
required by Statement of Financial Accounting Standards ("SFAS") No. 131,
consolidated financial statements issued by the Corporation in the future will
reflect modifications to its reportable segments resulting from these
organizational changes, including reclassification of all comparative prior
period segment information. Accordingly, in this Form 8-K, the Corporation is
providing the required reclassified information about this reorganization as it
relates to prior periods. This information also reflects the effect of excluding
amortization of goodwill, as previously disclosed in Note 3 to the financial
statements contained in the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 30, 2002, filed by the Corporation on May 13, 2002.
The attached exhibits provide two views of these changes. Exhibits 99a
through 99c set out the portions of the Corporation's 2001 Form 10-K and most
recent 2002 Form 10-Q that are affected by these changes. Exhibits 99d and 99e
contain the complete set of consolidated financial statements from these filings
for which the segment information has been recast to conform with the new
segment presentation. These financial statements, conformed for the changes,
will become the historical financial statements of the Corporation for currently
open and future SEC 1933 Act filings.
Exhibits:
(99a)Management's Discussion and Analysis of Results of Operation under Item 2
to the Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 29, 2002 (Pages 7-18), and Note 3 to condensed, consolidated financial
statements (Pages 4-5), conformed to reflect the organizational changes.
(99b)Description of Business under Item 1 of the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, conformed to reflect
the organizational changes.
(99c)Management's Discussion and Analysis of Results of Operation under Item 7
of the Corporation's Annual Report on Form 10-K (Pages 1-8) for the fiscal
year ended December 31, 2001, and Notes 3 and 16 to condensed, consolidated
financial statements (Pages 27-28 and 36-37, respectively), each conformed
to reflect the organizational changes and the exclusion of goodwill
amortization.
(99d)Unaudited consolidated financial statements of the Corporation as of, and
for three- and six-month periods ended June 29, 2002, conformed to reflect
the organizational changes (Pages 1-20).
(99e)Audited consolidated financial statements of the Corporation for the
fiscal year ended December 31, 2001, conformed to reflect the
organizational changes and the exclusion of goodwill amortization. Also
included is the independent auditor's report dated February 8, 2002, except
with respect to Notes 3 and 16 to condensed, consolidated financial
statements, which have been updated to reflect the organizational changes
and exclusion of goodwill discussed in Item 5 of this Form 8-K report, for
which a date of September 17, 2002 applies (Pages 1-43).
(99f) Consent of KPMG LLP.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL ELECTRIC CAPITAL CORPORATION
/s/ Joan C. Amble
By
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Joan C. Amble
Vice President and Controller
Date: September 17, 2002