UNITED STATES
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) November 17, 2015
 
 
General Electric Capital Corporation
  
 
(Exact name of registrant as specified in its charter)
  
 
Delaware
  
01-06461
  
13-1500700
(State or other jurisdiction
 of incorporation)
  
(Commission
 File Number)
  
(IRS Employer
 Identification No.)
   
 
    
901 Main Avenue, Norwalk, Connecticut
      
06851-1168
(Address of principal executive offices)
      
(Zip Code)
   
 
    
Registrant's telephone number, including area code   (203) 840-6300
 
 
Not applicable
  
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 17, 2015, our parent, General Electric Company ("GE") completed the previously announced split-off of Synchrony Financial ("Synchrony") through which GE accepted 671,366,809 shares of GE common stock from its shareholders in exchange for 705,270,833 shares of Synchrony common stock representing all the Synchrony shares that it owned (the "Exchange").

Also, on November 17, 2015, in a preliminary transaction, General Electric Capital Corporation (the "Company" or "GECC") distributed to GE all the stock of a corporation that held the 705,270,833 shares of Synchrony common stock and certain energy assets.

Synchrony's results for the periods prior to the Exchange will be reported as discontinued operations beginning in the fourth quarter of 2015.

The unaudited pro forma financial information giving effect to the Exchange is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference:
Unaudited Pro Forma Condensed Consolidated Statement of Financial Position at September 30, 2015.
Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2015 and 2014 and each of the years ended December 31, 2014, 2013 and 2012.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits.  See Exhibits Index.




































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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 hereunto duly authorized.

   
General Electric Capital Corporation
  
   
(Registrant)
  
   
 
 
 
  
Date: November 23, 2015
  
/s/ Walter Ielusic
  
   
Walter Ielusic
Senior Vice President and Controller
  























3
EXHIBIT INDEX



Exhibit Number
Description
99.1
General Electric Capital Corporation Unaudited Pro Forma Condensed Consolidated Financial Statements.