PROSPECTUS Pricing Supplement No. 2654
Dated January 10, 1995 Dated December 12, 1995
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration
Dated January 25, 1995 Statement No. 33-55209
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Floating Rate Notes)
Trade Date: December 12, 1995
Settlement Date (Original Issue Date): December 15, 1995
Maturity Date:
December 15, 2035 (subject to earlier redemption or repayment as
described under "Additional Terms--Redemption of the Notes" and
"Additional Terms--Repayment at Option of Holder",
respectively).
Principal Amount (in Specified Currency): US$19,885,000
Price to Public (Issue Price): 100.000%
Agent's Discount or Commission: 1.000%
Net Proceeds to Issuer (in Specified Currency): US$19,686,150
Interest
Interest on the Notes is payable semiannually in arrear on each
December 15 and June 15, commencing June 15, 1996 (each such date,
an "Interest Payment Date"). The rate of interest payable on each
Note is a variable rate, which shall be based on the Commercial
Paper Rate (as defined herein) plus or minus a Spread (as defined
herein) which may be adjusted depending upon the commercial paper
rating of the Company on each Interest Determination Date with
respect to each monthly Accrual Period (as define herein). Interest
on the Notes will reset monthly on the 15th day of each month,
commencing January 15, 1996 (each an "Interest Reset Date"). The
interest rate applicable to the first Accrual Period commencing on
the Original Issue Date shall be determined two Business Days prior
the Original Issue date set forth above. See "Additional Terms--
Interest" herein.
Repayment, Redemption and Acceleration
The Notes are redeemable at the option of the Company, in whole
or in part, at any time on or after December 15, 2025 (the "Initial
Redemption Date") through December 14, 2026 at 105.00% of the
principal amount thereof and thereafter at the decreasing prices as
set forth herein, together in each case with interest to the date
of redemption. See "Additional Terms--Redemption of the Notes. In
addition, the Notes will be repayable at the option of the holder,
on December 15, 2005 at 99.39% of their principal amount and on
each third anniversary thereafter at the increasing prices set
forth herein, together in each case with interest to the date of
repayment. See "Additional Terms--Repayment at Option of Holder".
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED
IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO
THEM IN THE PROSPECTUS SUPPLEMENT.<PAGE>
(Floating Rate Notes)
Page 2
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
Form of Notes:
X DTC registered ___ non-DTC registered
Additional Terms.
General.
The following description of the terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith
replaces, insofar as such description relates to the Notes, the
description of the general terms and provisions of the Notes set
forth in the accompanying Prospectus dated January 10, 1995 and
Prospectus Supplement, dated January 25, 1995.
Interest.
The Notes will bear interest from December 15, 1995 (the
"Original Issue Date") and will be payable semi-annually on
December 15 and June 15 of each year, commencing June 15, 1996
(each such date, an "Interest Payment Date"). In the event that
any Interest Payment Date is not a Business Day, interest on the
Notes will be paid on the next succeeding Business Day and no
interest on such payment shall accrue for the period from and after
such Interest Payment Date to such next succeeding Business Day.
"Interest Period" shall mean each period beginning on the Original
Issue Date or an Interest Payment Date up to but excluding the next
succeeding Interest Payment Date.
The Notes will bear interest for each Interest Period at a
variable rate per annum based on the Commercial Paper Rate (as
defined below) for each Accrual Period (as defined below) within
such Interest Period, as adjusted by the applicable Spread (as
defined below), if any. The "Accrual Period" shall be the period
beginning on and including the Original Issue Date and ending on
and excluding January 15, 1996, and thereafter each successive one-
month period beginning on and including the 15th day of each month
and ending on and including the day preceding the next Accrual
Period, whether or not such day is a Business Day. Interest during
each Accrual Period will accrue at the Commercial Paper Rate,
adjusted by the applicable Spread, if any, for such Accrual Period
on the outstanding principal amount of the Notes and on the sum of
the amounts of interest for each of the previous Accrual Period
within an Interest Period.
The Commercial Paper Rate for each Accrual Period within each
Interest Period will be determined by the Calculation Agent in
accordance with the following provisions.
<PAGE>
(Floating Rate Notes)
Page 3
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
The "Commercial Paper Rate" for each Accrual Period within each
Interest Period shall be the Bond Equivalent Yield (calculated as
described below) of the per annum rate on the Interest
Determination Date for such Accrual Period for commercial paper
having a 30-day maturity placed for issuers whose bond rating is
"AA", or the equivalent, from a nationally recognized rating agency
as such rate is published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication of the Board of Governors of
the Federal Reserve System ("H.15(519)"), under the heading
"Commercial Paper". In the event that such rate is not published
by 3:00 P.M., New York City time, on the Calculation Date with
respect to such Interest Determination Date, then the Commercial
Paper Rate for such Accrual Period shall be the Bond Equivalent
Yield of the rate on that Interest Determination Date for
commercial paper having a 30-day maturity placed for issuers whose
bond rating is "AA", or the equivalent, from a nationally
recognized rating agency as such rate is published by the Federal
Reserve Bank of New York in its daily statistical release,
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
("Composite Quotations") under the heading "Commercial Paper". If
by 3:00 P.M., New York City time, on such Calculation Date, such
rate is not yet published either in H.15(519) or in Composite
Quotations, the Commercial Paper Rate for suchAccrual Period shall
be the Bond Equivalent Yield of the arithmetic mean of the offered
rates for commercial paper having a 30-day maturity placed for
issuers whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency as of 11:00 A.M., New York City
time, on that Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent. If fewer than three such offered rates are
available, the Commercial Paper Rate for such Accrual Period will
be equal to the offered rate for U.S. dollar deposits having a
maturity of one month which appears on the Reuters Screen ISDA Page
as of 11:00 A.M., London time, on such Interest Determination Date,
less 25/100ths of 1%. If such offered rate does not appear, the
Commercial Paper Rate for such Accrual Period will be equal to the
arithmetic mean, as calculated by the Calculation Agent, of the
offered rates for U.S. dollar deposits having a maturity of one
month which appear on the Reuters Screen LIBO Page as of 11:00
A.M., London time, on such Interest Determination Date, less
25/100ths of 1%. If fewer than two such offered rates appear, the
Commercial Paper Rate for such Accrual Period will be determined on
the basis of the rates at which deposits in U.S. dollars having a
maturity of one month and in a principal amount equal to an amount
of not less than U.S.$1,000,000 that is representative for a single
transaction in such market at such time, are offered at
approximately 11:00 A.M., London time, on that Interest
Determination Date by four major banks in the London interbank
market selected by the Calculation Agent (the "Reference Banks") to
prime banks in the London interbank market. The Calculation Agent
will request the principal London office of each of such
<PAGE>
(Floating Rate Notes)
Page 4
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
Reference Banks to provide a quotation of its rates. If at least
two suchquotations are provided, the Commercial Paper Rate for such
Accrual Period shall be the arithmetic mean of such quotations,
less 25/100ths of 1%. If fewer than two quotations are provided,
the Commercial Paper Rate for such Accrual Period shall be the
arithmetic mean of the rates quoted at approximately 11:00 A.M.,
New York City time, on that Interest Determination Date by three
major banks in The City of New York selected by the Calculation
Agent for such Accrual Period for loans in U.S. dollars to leading
European banks, having a maturity of one month and in a principal
amount equal to an amount of not less than U.S.$1,000,000 that is
representative for a single transaction in such market at such
time, less 25/100ths of 1%; provided, however, that if the banks in
The City of New York selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Commercial Paper
Rate for such Accrual Period shall, subject to the next succeeding
paragraph, be the Commercial Paper Rate in effect for the
immediately preceding Accrual Period.
In the event that none of the foregoing sources of rates are
available for a period of six consecutive Accrual Periods, the
Calculation Agent shall select (i) an index for interest rates and
alternatives for such index which are comparable to indices for
commercial paper having a 30-day maturity placed for issuers whose
bond rating is "AA" or indices for U.S. dollar deposits having a
maturity of one month and (ii) an appropriate source or sources for
such index and alternative indices. Upon notice of such selection
given by the Company or, at the Company's request, the Trustee, to
the holders of the Notes, such index, alternative indices and the
sources therefor shall be used for determining the Commercial Paper
Rate for each succeeding Accrual Period until such indices or
sources therefor are no long available, in which case the
procedures set forth in this paragraph shall again be followed.
The "Interest Determination Date" for each Accrual Period within
each Interest Period shall be the second Business Day next
preceding such Accrual Period. The "Calculation Date" with respect
to an Interest Determination Date shall be the tenth Business Day
after such Interest Determination Date.
The "Bond Equivalent Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
Bond Equivalent Yield = D X N X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper (as
determined above), quoted on a bank discount basis and expressed as
a decimal; "N" refers to 365 (or 366 in the case of any Accrual
Period commencing during a leap year); and "M" refers to the actual
number of days in the Accrual Period for which interest is being
calculated.
<PAGE>
(Floating Rate Notes)
Page 5
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
"Reuters Screen ISDA Page" shall mean the display designated as
page "ISDA" on the Reuters Monitor Money Rates Service ("Reuters")
(or such other page as may replace the ISDA page on that service
for the purpose of displaying London interbank offered rates of
major banks).
"Reuters Screen LIBO Page" shall mean the display designated as
page "LIBO" on Reuters (or such other page as may replace the LIBO
page on that service for the purpose of displaying London interbank
offered rates of major banks).
The "Spread" for each Accrual Period shall be plus or minus a
percentage based on the prevailing rating of the Company's
commercial paper (the "Company's Commercial Paper") in effect at
the close of business on the Interest Determination Date for such
Accrual Period. The applicable Spread, based on the prevailing
rating of the Company's Commercial Paper, for an Accrual Period
within an Interest Period will be as follows:
Prevailing Rating Spread
A-1+/P-1 . . . . . . . . . .minus 0.30%
A-1/P-1 or above. . . . . . . . .minus 0.20%
A-2/P-2 or above. . . . . . . . .plus 0.00%
A-3/P-3 or above. . . . . . . . .plus 0.15%
Below A-3/P-3 . . . . . . . . . .plus 0.40%
For the purposes of this definition, the "prevailing rating" of
the Company's Commercial Paper shall be (i) A-1+/P-1, if the Notes
have a rating of A-1+ by Standard & Poor's Ratings Group or its
successor ("S&P") and P-1 by Moody's Investors Services, Inc. or
its successor ("Moody's") or the equivalent of such ratings by S&P
or Moody's or by a substitute rating agency or substitute rating
agencies selected as provided below, (ii) if not A-1+/P-1, then A-
1/P-1, if the Notes have a rating of A-1 or better by S&P and P-1
or better by Moody's or the equivalent of such ratings by S&P or
Moody's or by a substitute rating agency or substitute rating
agencies selected as provided below, (iii) if not A-1+/P-1 or A-
1/P-1, then A-2/P-2, if the Notes have a rating of A-2 or better by
S&P and P-2 or better by Moody's or the equivalent of such ratings
by S&P or Moody's or by a substitute rating agency or substitute
rating agencies selected as provided below, (iv) if not A-1+/P-1,
A-1/P-1 or A-2/P-2, then A-3/P-3, if the Notes have a rating of A-3
or better by S&P or P-3 or better by Moody's or the equivalent of
such rating by S&P or Moody's or by a substitute rating agency or
substitute rating agencies selected as provided below, and (v) if
not A-1+/P-1, A-1/P-1, A-2/P-2 or A-3/P-3, then Below A-3/P-3. If
S&P or Moody's or both shall not make such a rating available, the
Calculation Agent shall select a nationally recognized securities
rating agency or two nationally recognized securities rating
agencies to act as a substitute rating agency or substitute rating
agencies, as the case may be.
<PAGE>
(Floating Rate Notes)
Page 6
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
Interest on the Notes will be computed and paid on the basis of
a 360-day year of twelve 30-day months. Interest on the Notes will
be equal to the sum of interest amounts for each Accrual Period
within that Interest Period. Interest for an Accrual Period will
be calculated in accordance with the following formula:
Interest for Accrual Period = APA X (CPR + Spread) X T/360
where, "APA" refers to adjusted principal amount and means (i) in
respect of the first Accrual Period in an Interest Period, the
principal amount of a Note and (ii) in respect of each succeeding
Accrual Period in the Interest Period, an amount equal to the sum
of (x) the outstanding principal amount of such Note and (y) the
sum of the amounts of interest for each of the previous Accrual
Periods in such Interest Period; "CPR" refers to and means the
applicable Commercial Paper Rate for such Accrual Period; "Spread"
refers to and means the applicable Spread for such Accrual Period
expressed as a negative or positive percentage, as the case may be,
and "T" refers to and means 30 with respect to each Accrual Period.
The interest rate on the Notes will in no event be higher than
the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
The Calculation Agent will, upon the request of the holder of any
Note, provide the interest rate then in effect. The Calculation
Agent is The Chase Manhattan Bank (National Association). All
calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all purposes and binding on
the Company and the holders of the Notes. The Company may appoint
a successor Calculation Agent with the written consent of the
Trustee, which consent shall not be unreasonably withheld.
Redemption of the Notes.
The Notes may not be redeemed prior to December 12, 2025. On that
date and thereafter the Notes may be redeemed, at the option of the
Company, in whole or in part, at the redemption prices (in each
case expressed as a percentage of the principal amount) set forth
in the following table, together in each case with interest accrued
to the date fixed for redemption (subject to the right of the
registered holder on the record date for an interest payment
becoming due on or prior to such date fixed for redemption to
receive such interest):
<PAGE>
(Floating Rate Notes)
Page 7
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
If Redeeming During
12 Month Period Redemption
Ending December 14, Price
2026 . . . . . . . . . . . 105.00%
2027 . . . . . . . . . . . 104.50%
2028 . . . . . . . . . . . 104.00%
2029 . . . . . . . . . . . 103.50%
2030 . . . . . . . . . . . 103.00%
2031 . . . . . . . . . . . 102.50%
2032 . . . . . . . . . . . 102.00%
2033 . . . . . . . . . . . 101.50%
2034 . . . . . . . . . . . 101.00%
2035 . . . . . . . . . . . 100.50%
In the event of any redemption of less than all the outstanding
Notes, the particular Notes (or portions thereof in integral
multiples of $1,000) to be redeemed will be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.
Notice of redemption shall be provided at least 30 and not more
than 60 calendar days prior to the date fixed for redemption as
described under "DESCRIPTION OF NOTES--Optional Redemption" in the
accompanying Prospectus Supplement.
Repayment at Option of Holder.
Any Note will be repayable at the option of the holder thereof,
upon written notice as provided in the Note, on the Interest
Payment Dates and at the repayment prices (in each case expressed
as a percentage of the principal amount) set forth in the following
table, together in each case with interest accrued to the date of
repayment (subject to the right of the registered holder on the
record date for an interest payment becoming due on or prior to
such date of repayment to receive such interest):
Repayment Repayment
Date Price
December 15, 2005 . . . . . . . . 99.39%
December 15, 2008 . . . . . . . . 99.60%
December 15, 2011 . . . . . . . . 99.87%
December 15, 2014 and on
each third anniversary
thereafter until maturity . . . . . . 100.00%
In order for a Note to be repaid, the Paying Agent must receive
Notice at least 30 but not more than 60 calendar days prior to the
optional repayment date as described under "DESCRIPTION OF NOTES--
Repayment at the Noteholders' Option; Repurchase" in the
accompanying Prospectus Supplement.
<PAGE>
(Floating Rate Notes)
Page 8
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
Certain United States Tax Considerations.
The following discussion supplements the discussion contained in
the Prospectus Supplement dated January 25, 1995 under the heading
"United States Tax Considerations." Prospective purchasers of
Notes are advised to consult their own tax advisors with respect to
tax matters relating to the Notes.
General.
The treatment of the Notes in the hands of a purchaser under
federal, state and local tax laws depends upon many factors. Under
Treasury Regulations, the Notes may be deemed to be issued with
original issue discount or contingent interest for federal income
tax purposes because it is not entirely clear whether the Notes
fall within the definition of a variable rate debt instrument. If
the Notes are deemed to be issued with original issue discount or
contingent interest, a cash basis holders of the Notes would be
required to accrue such original issue discount or contingent
interest into income before the receipt of cash attributable to
such income. The Company does not intend to treat the Note as
issues with original issue discount or contingent interest in the
absence of a clarification or change in law.
Notes Used as Qualified Replacement Property.
Prospective investors seeking to treat the Notes as "qualified
replacement property" for purposes of section 1042 of the Internal
Revenue Code of 1986, as amended (the "Code"), should be aware that
section 1042 requires the issuer to meet certain requirements in
order for the Notes to constitute qualified replacement property.
In general, qualified replacement property is a security issued by
a domestic corporation that did not, for the taxable year preceding
the taxable year in which such security was purchased, have
"passive investment income" in excess of 25 percent of the gross
receipts of such corporation for such preceding taxable year. For
purposes of the passive investment income test, where the issuing
corporation is in control of one or more corporations and such
issuing corporation is controlled by one or more other
corporations, all such corporations are treated as one corporation
(the "Affiliated Group") for the purposes of computing the amount
of passive investment income for purposes of section 1042. The
Company believes that less than 25 percent of its Affiliated
Group's gross receipts (which includes the General Electric Company
and its controlled subsidiaries) is passive investment income for
the taxable year ending December 31, 1994. In making this
determination, the Company has made certain assumptions and used
procedures which it believes are reasonable. However, the
characterization of certain types of income (as active or passive
investment income) in certain of the Affiliated Group's
<PAGE>
(Floating Rate Notes)
Page 9
Pricing Supplement No. 2654
Dated December 12, 1995
Rule 424(b)(3)-Registration
Statement No. 33-55209
finance companies (the "Finance Companies") is not entirely clear
as there are no Treasury regulations or rulings promulgated by the
Internal Revenue Service (the "IRS") that explain the
characterization ofsuch income in circumstances similar to those of
the Company's Affiliated Group. Even if such categories of income
were treated as passive investment income, the Company believes
that the Affiliated Group's passive investment income did not
exceed more than 25 percent of the Affiliated Group's gross
receipts for the taxable year ending December 31, 1994. It is
possible that the IRS may disagree with the manner in which the
Company has calculated the Affiliated Group's gross receipts and
passive investment income and the conclusions reached herein.
Plan of Distribution.
The Notes are being purchased by Goldman, Sachs & Co.
(hereinafter referred to as the "Underwriter"), as principal, at
the public offering price of 100.00% less an underwriting discount
equal to 1.000% of the aggregate principal amount of the Notes.
The Company has agreed to indemnify the Underwriter against and
contribute toward certain liabilities, including liability under
the Securities Act of 1933, as amended.
