PROSPECTUS Pricing Supplement No. 2815
Dated January 10, 1995 Dated April 1, 1996
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
No. 33-60723
Dated January 25, 1995
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Fixed Rate Notes)
Trade Date: March 27, 1996
Principal Amount (in Specified Currency): US$50,000,000
Settlement Date: April 1, 1996
Maturity Date: April 1, 2004
Agent's Discount or Commission: 0.25% See "Plan of Distribution"
Price to Public: 108.809%
Net Proceeds to Issuer (in Specified Currency): None - See "Plan
of Distribution".
Interest Rate Per Annum: 8.09%
Interest Payment Dates: April 1 and October 1 of each year
Form of Notes
X DTC registered __ Non-DTC registered
Repayment, Redemption and Acceleration:
Optional Repayment Date: N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Original Issue Discount
The Notes will be issued with original issue discount for
United States federal income tax purposes. See "Certain United
States Tax Considerations" below.
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED
IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.
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(Fixed Rate Notes)
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Pricing Supplement No. 2815
Dated April 1, 1996
Rule 424(b)(3)-Registration Statement
No. 33-60723
Amortizing Notes:
Amortization Schedule: N/A
Dual Currency Notes:
Face Amount Currency: N/A
Option Value Calculation Agent: N/A
Optional Payment Currency: N/A
Option Election Date(s): N/A
Designated Exchange Rate: N/A
Certain United States Tax Considerations:
The following discussion supplements, and should be read in
conjunction with, the statements contained in the Prospectus
Supplement dated January 25, 1995 under the caption "United States
Tax Considerations". The following discussion is based upon the
advice of Brown & Wood, special tax counsel to GE Capital, and is
based upon United States federal income tax laws as currently in
effect.
As discussed below under "Plan of Distribution", the Notes are
part of an issuance of $100,000,000 aggregate principal amount of
notes originally issued by GE Capital on April 13, 1994. Although
it is possible that the resale of the Notes pursuant to this
Pricing Supplement could be considered a reissuance of such Notes
for United States federal income tax purposes, such resale of the
Notes pursuant to this Pricing Supplement should not be considered
a reissuance thereof and purchasers of the Notes pursuant to this
Pricing Supplement should be treated for United States federal
income tax purposes as having purchased the same Notes that were
originally issued by GE Capital on April 13, 1994. Except where
otherwise specifically stated herein, the following discussion
assumes that purchasers of the Notes pursuant to this Pricing
Supplement will be treated for United States federal income tax
purposes as having purchased the same Notes that were originally
issued by GE Capital on April 13, 1994. GE Capital currently
intends to treat the entire $100,000,000 aggregate principal amount
of the Notes that were originally issued by GE Capital on April 13,
1994 as continuing to be outstanding, and does not intend to treat
the resale of the Notes pursuant to this Pricing Supplement as a
reissuance of any of the Notes that were originally issued by GE
Capital on April 13, 1994.
Original Issue Discount
The Notes (pursuant to the OID Regulations) were issued with
original issue discount equal to the amount by which their stated
redemption price at maturity exceeded their issue price as those
terms are defined by the Prospectus Supplement.
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(Fixed Rate Notes)
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Pricing Supplement No. 2815
Dated April 1, 1996
Rule 424(b)(3)-Registration Statement
No. 33-60723
The stated redemption price at maturity includes the sum of all
amounts payable on the Notes, other than "qualified stated
interest." In general, qualified stated interest is stated
interest that is unconditionally payable at least annually at a
single fixed rate. The Notes provide for the payment of interest
semiannually at the rate of 5.13% per annum from April 13, 1994 to
but excluding April 1, 1996, and thereafter at a rate of 8.09% per
annum until final maturity. Accordingly, the Notes have qualified
stated interest of 5.13%. The excess 2.96% payable after April 1,
1996 was treated as part of the Notes' stated redemption price at
maturity, and gave rise to original issue discount which is
includible in a U.S. Holder's income over the full term of the Note
(irrespective of when actually received and irrespective of a U.S.
Holder's regular method of tax accounting) in accordance with a
constant interest method based on a compounding of interest. Thus,
U.S. Holders were required to recognize such original issue
discount as ordinary income in advance of the receipt of the cash
payments to which such income is attributable through the fourth
accrual period (i.e., the period from April 13, 1994 to but
excluding April 1,1994). As a consequence of treating the 2.96% in
excess of qualified stated interest as original issue discount, the
actual receipt of such amount in accrual periods five through
twenty (i.e., the period from April 1, 1996 through final maturity)
will not be includible in a U.S. Holder's income, but instead will
reduce a U.S. Holder's basis in the Note. A U.S. Holder's tax basis
in a Note will be increased by the amount of original issue
discount included in gross income with respect thereto.
Qualified Stated Interest. In addition to original issue
discount, a U.S. Holder of Notes will be required to report as
ordinary income for United States federal income tax purposes,
qualified stated interest earned on such U.S. Holder's Notes (i.e.,
semiannual payments of interest at a rate of 5.13% per annum) in
accordance with such U.S. Holder's regular method of tax
accounting.
Sale, Exchange and Retirement of Notes
Upon the sale, exchange or retirement of a Note, a U.S. Holder
will recognize taxable gain or loss in an amount equal to the
difference between the amount realized on the sale, exchange or
retirement (not including any amount attributable to accrued but
unpaid qualified stated interest) and such U.S. Holder's adjusted
tax basis in the Note. A U.S. Holder's adjusted tax basis in a
Note will equal the cost of the Note to such U.S. Holder, increased
by the amounts of any original issue discount previously included
in income by the U.S. Holder with respect to such Note and reduced
by the amounts of any payments that do not constitute qualified
stated interest.
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(Fixed Rate Notes)
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Pricing Supplement No. 2815
Dated April 1, 1996
Rule 424(b)(3)-Registration Statement
No. 33-60723
Gain or loss realized on the sale, exchange or retirement of a
Note generally will be capital gain or loss (except to the extent
of any accrued market discount), and will be long-term capital gain
or loss if at the time of sale, exchange or retirement the Note has
been held for more than one year. Capital losses are subject to
certain limitations in the case of individual taxpayers and may
only be used to offset capital gains in the case of corporate
taxpayers.
Reissuance of the Notes
As previously mentioned, it is possible that the resale of the
Notes pursuant to this Pricing Supplement could be treated as a
reissuance of such Notes for United States Federal income tax
purposes. In general, in such event, the Notes resold pursuant to
this Pricing Supplement would be treated as having an issue price
equal to the Price to Public, having qualified stated interest
equal to the semiannual payments of interest at a rate of 8.09% per
annum, and would not be considered to have been issued with
original issue discount. Prospective investors in the Notes are
urged to consult their own tax advisors concerning the possibility
and tax consequences of the Notes resold pursuant to this Pricing
Supplement being treated as having been reissued in connection with
the resale of such Notes pursuant to this Pricing Supplement.
Plan of Distribution:
The notes subject to this Pricing Supplement (the "Notes") are
part of an issuance of $100,000,000 aggregate principal amount of
such notes by GE Capital on April 13, 1994 in a transaction
underwritten by Kidder, Peabody & Co. Incorporated ("Kidder"). As
part of the initial distribution of such notes, the Notes were
purchased by a trust. An affiliate of Kidder then entered into a
swap transaction with such trust pursuant to which such affiliate
obtained the right to call the Notes from such trust on April 1,
1996. As part of the termination of Kidder's business operations,
this swap transaction was assigned to GE Capital on February 22,
1995. GE Capital exercised its right pursuant to the swap
transaction to call the Notes from such trust on February 28, 1996,
and subsequently assigned such right to Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"). MLPF&S purchased the Notes
from such Trust, as principal, on April 1, 1996 and is reselling
the Notes pursuant to this Pricing Supplement. In connection with
such purchase, GE Capital will not receive any of the proceeds. GE
Capital has agreed to pay MLPF&S a commission, based upon the
initial public offering price, equal to 0.25% of the principal
amount of the Notes in connection with the resale thereof. An
affiliate of MLPF&S has entered into a related transaction with GE
Capital in connection with a hedging transaction established with
an affiliate of Kidder arising from the formation of the trust
referred to above. After the initial public offering, the public
offering price and discount may be changed.
