PROSPECTUS Pricing Supplement No. 2846
Dated January 10, 1995 Dated May 21, 1996
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration
Dated January 25, 1995 Statement No. 33-60723
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Floating Rate Notes)
Trade Date: May 21, 1996
Settlement Date (Original Issue Date): May 28, 1996
Maturity Date: May 28, 2036 (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$20,000,000
Price to Public (Issue Price): 100.00%
Agent's Discount or Commission: 1.00%
Net Proceeds to Issuer (in Specified Currency): US$19,800,000
Interest
Interest on the Notes is payable semiannually in arrears on each
May 28 and November 28, commencing November 28, 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
defined herein). Interest on the Notes will reset monthly on the
28th day of each month, commencing June 28, 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".
Repayment, Redemption and Acceleration
The Notes are redeemable at the option of the Company, in whole
or in part, at any time on and after May 28, 2026 (the "Initial
Redemption Date") through May 28, 2031 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 but excluding the
date of redemption. See "Additional Terms--Redemption of the
Notes".
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)
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Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
In addition, the Notes will be repayable at the option of the
holder on May 28, 2006 at 99.39% of the principal amount thereof
and on each third anniversary thereafter at the increasing prices
set forth herein, together in each case with interest to but
excluding the date of repayment. See "Additional Terms--Repayment
at Option of Holder".
Form of Notes:
X DTC registered ___ non-DTC registered
Additional Terms.
General.
At March 30, 1996, the Company had outstanding indebtedness
totalling $109.096 billion, consisting of notes payable within one
year, senior notes payable after one year and subordinated notes
payable after one year. The total amount of outstanding
indebtedness at March 30, 1996 excluding subordinated notes payable
after one year was equal to $108.399 billion.
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 May 28, 1996 (the "Original
Issue Date") and will be payable semi-annually on May 28 and
November 28 of each year, commencing November 28, 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
<PAGE>
(Floating Rate Notes)
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Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
and excluding June 28, 1996, and thereafter each successive one-
month period beginning on and including the twenty-eighth 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 shall be determined by the Calculation Agent by the
Calculation Date (as defined below) with respect to the Interest
Determination Date for such Accrual Period based upon the Bond
Equivalent Yield (calculated as described below) of the per annum
rate on such Interest Determination Date for commercial paper
having a 30-day maturity placed for issuers the bond rating of
which 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
the bond rating of which 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 such Accrual
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 the bond rating of which 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 on such Calculation Date, 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 that appears on the Reuters Screen ISDA Page as of 11:00
A.M., London time, on such Interest Determination Date, less 0.25%.
<PAGE>
(Floating Rate Notes)
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Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
If such offered rate does not appear on such Calculation Date, 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 that appear on the Reuters Screen LIBO Page as of 11:00 A.M.,
London time, on such Interest Determination Date, less 0.25%. If
fewer than two such offered rates appear on such Calculation Date,
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 Reference Banks to provide a quotation of its rates. If at
least two such quotations are provided on such Calculation Date,
the Commercial Paper Rate for such Accrual Period shall be the
arithmetic mean of such quotations, less 0.25%. If fewer than two
quotations are provided on such Calculation Date, 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 0.25%;
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 on such Calculation Date, 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.
<PAGE>
(Floating Rate Notes)
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Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
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 that are comparable to indices for
commercial paper having a 30-day maturity placed for issuers the
bond rating of which 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 the immediately preceding 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 Commercial Paper Rate, 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.
"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).
<PAGE>
(Floating Rate Notes)
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Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
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.
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:
<PAGE>
(Floating Rate Notes)
Page 7
Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
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 the applicable
Commercial Paper Rate for such Accrual Period; "Spread" refers to
the applicable Spread for such Accrual Period expressed as a
negative or positive percentage, as the case may be, and "T" refers
to 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated until
such time as the Company appoints a successor calculation agent.
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.
Redemption of the Notes.
The Notes may not be redeemed prior to May 28, 2026. 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 but excluding 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):
If Redeeming During
If Redeemed during the Redemption
Period set forth below Price
May 28, 2026 through May 27, 2031. . . . . .105.00%
May 28, 2031 through May 27, 2032. . . . . .104.00%
May 28, 2032 through May 27, 2033. . . . . .103.00%
May 28, 2033 through May 27, 2034. . . . . .102.50%
May 28, 2034 through May 27, 2035. . . . . .101.00%
May 28, 2035 through maturity. . . . . . . .100.00%
<PAGE>
(Floating Rate Notes)
Page 8
Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
In the event of any redemption of less than all the outstanding
Notes, the particular Notes (or portions thereof in integral
multiples of U.S.$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 but excluding
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
May 28, 2006 . . . .99.39%
May 28, 2009 . . . .99.60%
May 28, 2012 . . . .99.87%
May 28, 2015
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.
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.
<PAGE>
(Floating Rate Notes)
Page 9
Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
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, 1995. 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 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 of
such 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
<PAGE>
(Floating Rate Notes)
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Pricing Supplement No. 2846
Dated May 21, 1996
Rule 424(b)(3)-Registration
Statement No. 33-60723
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, 1995. It is possible that the IRS
may disagree with the manner in which the Company has calculated
the Affiliates Group's gross receipts and passive investment income
and the conclusions reached herein.
Plan of Distribution.
The Notes are being purchased by Merrill Lynch, Pierce, Fenner
& Smith Incorporated (the "Underwriter"), as principal, at the
public offering price of 100.00% less an underwriting discount
equal to 1.00% 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.
