CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities Offered |
Maximum Aggregate Offering Price |
Amount of Registration Fee |
|
Senior Notes |
$750,000,000 |
$41,850 |
|
PROSPECTUS Dated January 23, 2009 |
Pricing Supplement Number: 4939 Filed Pursuant to Rule 424(b)(3) |
|
PROSPECTUS SUPPLEMENT Dated January 23, 2009 |
Dated July 20, 2009 Registration Statement: No. 333-156929 |
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES G
(Senior Fixed Rate Notes pursuant to the FDICs Temporary Liquidity Guarantee Program)
This debt is guaranteed under the Federal Deposit Insurance Corporations Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDICs regulations, 12 CFR Part 370, and at the FDICs website, www.fdic.gov/tlgp. The expiration date of the FDICs guarantee is the earlier of the maturity date of the debt or December 31, 2012.
|
Issuer: |
General Electric Capital Corporation ("GE Capital") |
|
Guarantor: |
Federal Deposit Insurance Corporation ("FDIC") |
|
Ratings: |
Aaa/AAA |
|
Trade Date: |
July 20, 2009 |
|
Settlement Date (Original Issue Date): |
July 23, 2009 |
|
Maturity Date: |
September 21, 2012 |
|
Principal Amount: |
US $750,000,000 |
|
Price to Public (Issue Price): |
100.00% |
|
Agents Commission: |
0.175% |
|
All-in Price: |
99.825% |
|
Net Proceeds to Issuer: |
US $748,687,500 |
|
Ranking: |
Senior |
|
Interest Rate Basis (Benchmark): |
LIBOR, as determined by Reuters |
|
Spread (Plus or Minus): |
Flat |
|
Index Maturity: |
Three Months |
|
Interest Payment Period: |
Quarterly |
|
Page 2 |
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Filed Pursuant to Rule 424(b)(3) |
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Dated July 20, 2009 |
|
Registration Statement No. 333-156929 |
|
Interest Payment Dates:
|
Quarterly on the 21st of each March, June, September and December, commencing September 21, 2009 (short first coupon) and ending on the Maturity Date |
|
Initial Interest Rate: |
To be determined two London Business Days prior to the Original Issue Date based on a linear interpolation between the one month USD LIBOR and the two month USD LIBOR flat with respect to the period from and including July 23, 2009 to but excluding September 21, 2009 |
|
Interest Reset Periods and Dates: |
Quarterly on each Interest Payment Date |
|
Interest Determination Date: |
Quarterly, two London Business Days prior to each Interest Reset Date |
|
Day Count Convention: |
Actual/360, Modified Following |
|
Business Day Convention: |
New York |
|
Denominations: |
Minimum of $2,000 with increments of $1,000 thereafter |
|
CUSIP: |
36967HBA4 |
|
ISIN: |
US36967HBA41 |
|
Common Code: |
044213451 |
|
Method of Settlement: |
Depository Trust Company (DTC), and its direct participants, including Euroclear and Clearstream, Luxembourg |
|
Trustee: |
The Bank of New York Mellon |
A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
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Page 3 |
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Filed Pursuant to Rule 424(b)(3) |
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Dated July 20, 2009 |
|
Registration Statement No. 333-156929 |
Information Relating to the FDIC Guarantee
Investors should be aware that the FDIC Guarantee (as defined in the prospectus supplement) is made pursuant to the FDICs regulations, 12 C.F.R. Part 370, as specified at the FDICs website, www.fdic.gov/tlgp. On March 17, 2009, the FDIC adopted an interim rule that extends the debt guarantee component of the Temporary Liquidity Guarantee Program to December 31, 2012 for debt issued on or after April 1, 2009. In addition, the interim rule extends to October 31, 2009 the date through which FDIC Guaranteed Notes (as defined in the prospectus supplement) may be issued. For purposes of debt issued under this pricing supplement, all references in the prospectus supplement to the expiration date of the FDIC Guarantee hereby are amended to refer to December 31, 2012 and all references to the date through which FDIC Guaranteed Notes may be issued hereby are amended to refer to October 31, 2009.
The regulations governing the FDIC Guarantee may be subject to interpretive decisions and rulemaking by the FDIC that could adversely affect how the FDIC Guarantee would apply to the Notes. The FDIC Guarantee is subject to additional risks as described in the prospectus supplement under "Risk Factors, Risks Relating to the FDIC Guarantee". See "FDIC Guarantee under the Temporary Liquidity Guarantee Program".
Plan of Distribution
The Notes are being purchased by Banc of America Securities LLC (the "Underwriter"), as principal, at 100% of the aggregate principal amount less an underwriting discount equal to 0.175% of the principal amount of the Notes. The Notes will not be exclusively marketed and targeted to retail customers.
We have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Additional Information
General
At the quarter ended March 31, 2009, we had outstanding indebtedness totaling $489.177 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 31, 2009, excluding subordinated notes and debentures payable after one year, was equal to $479.681 billion.
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Page 4 |
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Filed Pursuant to Rule 424(b)(3) |
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Dated July 20, 2009 |
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Registration Statement No. 333-156929 |
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, |
Three Months Ended |
||||
|
2004 |
2005 |
2006 |
2007 |
2008 |
March 31, 2009 |
|
1.82 |
1.66 |
1.63 |
1.56 |
1.24 |
0.97 |
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 is considered to be representative of the interest factor of such rentals.
As set forth above, GE Capitals ratio of earnings to fixed charges declined to 0.97:1 in the first quarter 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 March 31, 2009, the amount of earnings needed to achieve a one-to-one ratio of earnings to fixed charges was $154 million. General Electric Company made a $9.5 billion capital contribution to General Electric Capital Services, Inc. in the first quarter of 2009 (of which $8.8 billion was further contributed to GE Capital through capital contribution and share issuance) to improve tangible capital and reduce leverage and General Electric Company does not anticipate additional contributions in 2009.
CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT. THE INFORMATION ON THE INTERNET SITE OF THE FDIC IS NOT A PART OF THIS PROSPECTUS.