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Filed Pursuant to Rule 433 |
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Dated November 10, 2009 |
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Registration Statement: No. 333-156929 |
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Senior Unsecured Fixed Rate Notes)
Investing in these notes involves risks.
See "Risk Factors" in Item 1A of our Quarterly Report on Form 10-Q for the period ended March 31, 2009 and our Annual Report on Form 10-K for the year ended December 31, 2008 both filed with the Securities and Exchange Commission.|
Issuer: |
General Electric Capital Corporation |
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Ratings: |
Aa2 (stable) / AA+ (stable)* |
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Trade Date: |
November 10, 2009 |
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Settlement Date (Original Issue Date): |
November 16, 2009 |
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Maturity Date: |
November 14, 2014 |
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Principal Amount: |
US $ 1,500,000,000 |
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Price to Public (Issue Price): |
99.604% |
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Agents Commission: |
0.325% |
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All-in Price: |
99.279% |
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Net Proceeds to Issuer: |
US $1,489,185,000 |
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Treasury Benchmark: |
2.375% due October 31, 2014 |
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Treasury Yield: |
2.288% |
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Spread to Treasury Benchmark: |
Plus 1.55% |
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Reoffer Yield: |
3.838% |
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Interest Rate Per Annum: |
3.75% |
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Interest Payment Dates: |
Semi-annually on the 14th day of each November and May, commencing May 14, 2010 and ending on the Maturity Date |
*The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time. Each of the security ratings above should be evaluated independently of any other security rating.
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Page 2 |
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Filed Pursuant to Rule 433 |
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Dated November 10, 2009 |
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Registration Statement: No. 333-156929 |
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Day Count Convention: |
30/360 |
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Denominations: |
Minimum of $1,000 with increments of $1,000 thereafter. |
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Call Notice Period: |
None |
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Put Dates (if any): |
None |
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Put Notice Period: |
None |
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CUSIP: |
36962G4G6 |
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ISIN: |
US36962G4G62 |
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Common Code: |
046718224 |
Plan of Distribution:
The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 99.604% of the aggregate principal amount less an underwriting discount equal to 0.325% of the principal amount of the Notes.
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Institution Lead Managers: |
Commitment |
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Banc of America Securities LLC |
$285,000,000 |
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Citigroup Global Markets Inc. |
$285,000,000 |
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Goldman, Sachs & Co. |
$285,000,000 |
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J.P. Morgan Securities Inc. |
$285,000,000 |
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Morgan Stanley & Co. Incorporated |
$285,000,000 |
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Co-Managers: |
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Blaylock Robert Van, LLC |
$15,000,000 |
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CastleOak Securities, L.P. |
$15,000,000 |
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Samuel Ramirez & Co., Inc. |
$15,000,000 |
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Utendahl Capital Group, LLC |
$15,000,000 |
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The Williams Capital Group, L.P. |
$15,000,000 |
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Total |
$1,500,000,000 |
The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Morgan Stanley & Co. Incorporated will assume the risk of any unsold allotment of Notes that would otherwise be purchased by Utendahl Capital Group, LLC.
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Page 3 |
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Filed Pursuant to Rule 433 |
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Dated November 10, 2009 |
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Registration Statement: No. 333-156929 |
Additional Information
General
At the quarter ended September 30, 2009, we had outstanding indebtedness totaling $504.076 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 September 30, 2009, excluding subordinated notes and debentures payable after one year, was equal to $493.958 billion.
Consolidated Ratio of Earnings to Fixed Charges
The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:
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Year Ended December 31, |
Nine Months Ended |
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2004 |
2005 |
2006 |
2007 |
2008 |
September 30, 2009 |
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1.82 |
1.66 |
1.63 |
1.56 |
1.24 |
0.88 |
For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which we believe is a reasonable approximation of the interest factor of such rentals.
As set forth above, GE Capitals ratio of earnings to fixed charges declined to 0.88:1 in the first nine months of 2009 due to lower pre-tax earnings which were primarily driven by higher provisions for losses on financing receivables in connection with the challenging economic environment. As of September 30, 2009, the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges was $1.689 million.
CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov
. Alternatively, the issuer or the underwriter participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free in the United States at 1-800-294-1322, Citigroup Global Markets Inc. at (877) 858-5407, Goldman, Sachs & Co. toll-free at 1-866-471-2526, J.P. Morgan Securities Inc. at (212) 834-4533 (collect), Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649 or Investor Communications of the issuer at 1-203-357-3950.