-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T9kCKregWM7SwwZnMNzEJ3rPrN0lFfA6jDcOXwN5Wmjwcm0Mfz3KTomsjcI61CjH qpryVT3FkaLRj5oU5QvhKw== 0000040554-11-000016.txt : 20110106 0000040554-11-000016.hdr.sgml : 20110106 20110106144622 ACCESSION NUMBER: 0000040554-11-000016 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110106 DATE AS OF CHANGE: 20110106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-156929 FILM NUMBER: 11513874 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06828-0001 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06828-0001 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 424B3 1 mtn5002psupp.htm Filed Pursuant to Rule 433

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee

Senior Notes

$2,000,000,000

$232,200

PROSPECTUS

Dated January 23, 2009

Pricing Supplement Number: 5002

Filed Pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT

Dated January 23, 2009

Dated January 4, 2011

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 Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission.

Issuer:

General Electric Capital Corporation

Trade Date:

January 4, 2011

Settlement Date (Original Issue Date):

January 7, 2011

Maturity Date:

January 7, 2021

Principal Amount:

US $2,000,000,000

Price to Public (Issue Price):

99.620%

Agents Commission:

0.425%

All-in Price:

99.195%

Net Proceeds to Issuer:

US $1,983,900,000

Treasury Benchmark:

2.625% due November 15, 2020

Treasury Yield:

3.323%

Spread to Treasury Benchmark:

Plus 1.35%

Reoffer Yield:

4.673%

Interest Rate Per Annum:

4.625%

Interest Payment Dates:

Semi-annually on the 7th day of each January and July, commencing July 7, 2011 and ending on the Maturity Date

Day Count Convention:

30/360, Following Unadjusted

 

Page 2

Filed Pursuant to Rule 424(b)(3)

Dated January 4, 2011

Registration Statement No. 333-156929

Denominations:

Minimum of $1,000 with increments of $1,000 thereafter.

Call Notice Period:

None

Put Dates (if any):

None

Put Notice Period:

None

CUSIP:

36962G4Y7

ISIN:

US36962G4Y78

Common Code:

057652764

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 99.620% of the aggregate principal amount less an underwriting discount equal to 0.425% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Barclays Capital Inc.

$380,000,000

Citigroup Global Markets Inc.

$380,000,000

J.P. Morgan Securities LLC

$380,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

$380,000,000

Morgan Stanley & Co. Incorporated

$380,000,000

Co-Managers:

Aladdin Capital LLC

$20,000,000

Blaylock Robert Van, LLC

$20,000,000

CastleOak Securities, L.P.

$20,000,000

Samuel Ramirez & Co., Inc.

$20,000,000

The Williams Capital Group, L.P.

$20,000,000

Total

$2,000,000,000

The Issuer has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

 

 

 

 

Page 3

Filed Pursuant to Rule 424(b)(3)

Dated January 4, 2011

Registration Statement No. 333-156929

Additional Information

General

At the quarter ended September 30, 2010, we had outstanding indebtedness totaling $408.927 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year, and excluding bank deposits and non-recourse borrowings of consolidated securitization entities. The total amount of outstanding indebtedness at September 30, 2010, excluding subordinated notes and debentures payable after one year, was equal to $399.499 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:

Year Ended December 31,

Nine Months Ended

2005

2006

2007

2008

2009

September 30, 2010

1.66

1.63

1.56

1.24

0.85

1.11

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.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

 

 

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