DEBT

We have a commercial paper program with qualified institutional investors. We also obtain other short-term funding from the issuance of demand notes to retail investors through our floating rate demand notes program. We have certain asset-backed securitization programs that issue short-term debt securities that are sold to institutional investors. Bank borrowings by several of our international affiliates in the ordinary course of business are an additional source of short-term funding.

We obtain long-term debt funding through the issuance of a variety of unsecured and asset-backed debt securities in the U.S. and international capital markets. Obligations issued in securitizations are payable only out of collections on the underlying securitized assets and related enhancements.

Debt is recorded on our balance sheet at par value adjusted for unamortized discount or premium (with the exception of fair value adjustments related to debt in designated hedge relationships; see Note 8 for further policy information). Debt due within one year at issuance is classified as short-term. Debt due after one year at issuance is classified as long-term. Discounts, premiums and costs directly related to the issuance of debt generally are capitalized and amortized over the life of the debt or put date and recorded in Interest expense using the effective interest method. Gains and losses on the extinguishment of debt are recorded in Other income, net.

NOTE 10. DEBT (Continued)

Interest rates and debt outstanding were as follows (in millions):



	Interest Rates
	Average Contractual				Average Effective				Debt
	2012		2011		2012		2011		December 31, 2012			December 31, 2011
Short-term debt
Asset-backed commercial paper	0.4	%	0.3	%					$	5,752		$	6,835
Floating rate demand notes	1.1	%	1.3	%					4,890			4,713
Other asset-backed short-term debt	1.1	%	1.5	%					3,616			2,741
Commercial paper	1.2	%	5.4	%					1,686			156
Other short-term debt	4.7	%	7.0	%					1,434			1,579
Total short-term debt	1.1	%	1.4	%	1.1	%	1.4	%	17,378			16,024
Long-term debt
Senior indebtedness
Notes payable within one year									5,557			6,127
Notes payable after one year									31,656			24,892
Asset-backed debt
Notes payable within one year									13,788			16,526
Notes payable after one year									20,216			20,558
Unamortized discount									(128		)	(149		)
Fair value adjustments									791			681
Total long-term debt	3.8	%	4.2	%	4.1	%	4.6	%	71,880			68,635
Total debt	3.3	%	3.7	%	3.5	%	4.0	%	$	89,258		$	84,659

Fair value of debt									$	92,799		$	86,785

Interest rates are presented for the fourth quarter of 2012 and 2011. With the exception of commercial paper, which is issued at a discount, the average contractual rates reflect the stated contractual interest rate. Average effective rates reflect the average contractual interest rate plus amortization of discounts, premiums, and issuance fees. Fair value adjustments relate to designated fair value hedges of unsecured debt.

The fair value of debt reflects interest accrued but not yet paid of $708 million and $875 million at December 31, 2012 and 2011, respectively. Interest accrued is reported in Other liabilities and deferred income for outside debt and Accounts payable - affiliated companies for debt with affiliated companies. The fair value of debt also includes $8.0 billion and $6.4 billion of short-term debt at December 31, 2012 and 2011, respectively, carried at cost which approximates fair value. All debt is categorized within Level 2 of the fair value hierarchy. See Note 18 for additional information.

Debt with affiliated companies included in the above table was as follows (in millions):



	December 31, 2012		December 31, 2011
Other short-term debt	$	28	$	48
Notes payable within one year	4		466
Notes payable after one year	340		91
Total debt with affiliated companies	$	372	$	605

Debt Repurchases and Calls. From time to time and based on market conditions, we may repurchase or call some of our outstanding unsecured and asset-backed debt. If we have excess liquidity and it is an economically favorable use of our available cash, we may repurchase or call debt at a price lower or higher than its carrying value, resulting in a gain or loss on extinguishment.

NOTE 10. DEBT (Continued)

In 2012, through market transactions, we repurchased and called an aggregate principal amount of $628 million (including $43 million maturing in 2012) of our unsecured and asset-backed debt. As a result, we recorded a pre-tax loss of $14 million, net of unamortized premiums, discounts, and fees in Other income, net.

In 2011, through market transactions, we repurchased and called an aggregate principal amount of $2.3 billion (including $266 million maturing in 2011) of our unsecured debt. As a result, we recorded a pre-tax loss of $66 million, net of unamortized premiums, discounts, and fees in Other income, net. There were no repurchase or call transactions for asset-backed debt during 2011.

In 2010, through market transactions, we repurchased and called an aggregate principal amount of $5.6 billion (including $683 million maturing in 2010) of our unsecured and asset-backed debt. As a result, we recorded a pre-tax loss of $139 million, net of unamortized premiums, discounts and fees in Other income, net.

Debt Maturities. Short-term and long-term debt matures at various dates through 2048. At December 31, 2012, maturities were as follows (in millions):



	2013 (a)			2014			2015			2016			2017			Thereafter (b)			Total
Unsecured debt	$	13,567		$	3,965		$	9,093		$	4,750		$	6,231		$	7,617		$	45,223
Asset-backed debt	23,156			12,341			4,988			1,301			1,586			—			43,372
Unamortized (discount)/premium (c)	(1		)	(76		)	(19		)	(15		)	(15		)	(2		)	(128		)
Fair value adjustments (c)	33			25			84			43			148			458			791
Total debt	$	36,755		$	16,255		$	14,146		$	6,079		$	7,950		$	8,073		$	89,258

__________


(a)	Includes $17,378 million for short-term and $19,377 million for long-term debt.


(b)	Includes $7,600 million of unsecured debt maturing between 2018 and 2022 with the remaining balance maturing after 2031.


(c)	Presented based on contractual payment date of related debt.

Credit Facilities

At December 31, 2012, we and our majority-owned subsidiaries had $922 million of contractually-committed unsecured credit facilities with financial institutions, including FCE Bank plc's ("FCE") £440 million (equivalent to $713 million at December 31, 2012) syndicated credit facility (the "FCE Credit Agreement") which matures in 2014. At December 31, 2012, $866 million was available for use. In January 2013, FCE drew £330 million (equivalent to about $535 million) of its syndicated facility. The FCE Credit Agreement contains certain covenants, including an obligation of FCE to maintain its ratio of regulatory capital to risk weighted assets at no less than the applicable regulatory minimum, and for the support agreement between FCE and us to remain in full force and effect (and enforced by FCE to ensure that its net worth is maintained at no less than $500 million). In addition to customary payment, representation, bankruptcy and judgment defaults, the FCE Credit Agreement contains cross-payment and cross-acceleration defaults with respect to other debt.

In addition, at December 31, 2012, we had $6.3 billion of contractually-committed liquidity facilities provided by banks to support our FCAR program, of which $3.3 billion expire in 2013 and $3.0 billion expire in 2014. Utilization of these facilities is subject to conditions specific to the FCAR program and our having a sufficient amount of eligible retail assets for securitization. The FCAR program must be supported by liquidity facilities equal to at least 100% of its outstanding balance. At December 31, 2012, $6.3 billion of FCAR's bank liquidity facilities were available to support FCAR's asset-backed commercial paper, subordinated debt, or FCAR's purchase of our asset-backed securities. At December 31, 2012, the outstanding commercial paper balance for the FCAR program was $5.8 billion.

NOTE 10. DEBT (Continued)

Committed Liquidity Programs

We and our subsidiaries, including FCE, have entered into agreements with a number of bank-sponsored asset-backed commercial paper conduits and other financial institutions. Such counterparties are contractually committed, at our option, to purchase from us eligible retail or wholesale assets or to purchase or make advances under asset-backed securities backed by retail, lease, or wholesale assets for proceeds of up to $24.3 billion ($12.9 billion of retail, $7.0 billion of wholesale, and $4.4 billion of lease assets) at December 31, 2012, of which $4.9 billion are commitments to FCE. These committed liquidity programs have varying maturity dates, with $23.4 billion (of which $4.2 billion relates to FCE commitments), having maturities within the next twelve months and the remaining balance having maturities between April 2014 and October 2014. We plan to achieve capacity renewals to protect our global funding needs, optimize capacity utilization and maintain sufficient liquidity.

Our ability to obtain funding under these programs is subject to having a sufficient amount of assets eligible for these programs as well as our ability to obtain interest rate hedging arrangements for certain securitization transactions. Our capacity in excess of eligible receivables protects us against the risk of lower than planned renewal rates. At December 31, 2012, $12.3 billion of these commitments were in use. These programs are free of material adverse change clauses, restrictive financial covenants (for example, debt-to-equity limitations and minimum net worth requirements), and generally, credit rating triggers that could limit our ability to obtain funding. However, the unused portion of these commitments may be terminated if the performance of the underlying assets deteriorates beyond specified levels. Based on our experience and knowledge as servicer of the related assets, we do not expect any of these programs to be terminated due to such events.