calculation of registration fee
|
Title of Each Class of Securities Offered |
Maximum Aggregate Offering Price |
Amount of Registration Fee |
|
Senior Unsecured Notes |
$850,000,000.00 |
$90,950.00 |
|
PROSPECTUS |
Pricing Supplement Number: 4458 |
|
Dated March 29, 2006 |
Filed Pursuant to Rule 424(b)(3) |
|
PROSPECTUS SUPPLEMENT |
Dated October 23, 2006 |
|
Dated March 29, 2006 |
Registration Statement: No. 333-132807 |
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Senior Unsecured Floating Rate Notes)
|
Issuer: |
General Electric Capital Corporation |
|
Ratings: |
Aaa/AAA |
|
Trade Date: |
October 23, 2006 |
|
Settlement Date (Original Issue Date): |
October 26, 2006 |
|
Maturity Date: |
October 24, 2008 |
|
Principal Amount: |
US$850,000,000 |
|
Price to Public (Issue Price): |
100.000% |
|
Agents Commission: |
0.10% |
|
All-in Price: |
99.900% |
|
Accrued Interest: |
N/A |
|
Net Proceeds to Issuer: |
US$849,150,000 |
|
Interest Rate Basis (Benchmark): |
LIBOR, as determined by LIBOR Telerate |
|
Index Currency: |
U.S. Dollars |
|
Spread (plus or minus): |
0.00% |
|
Index Maturity: |
Three Months |
|
Interest Payment Period: |
Quarterly |
|
Interest Payment Dates: |
Quarterly on each January 26, April 26, July 26 and October 26 of each year, commencing January 26, 2007 and ending on the Maturity Date |
|
Page 2 |
|
Filed Pursuant to Rule 424(b)(3) |
|
Dated October 23, 2006 |
|
Registration Statement No. 333-132807 |
|
Initial Interest Rate: |
To be determined two London Business days prior to each Interest Reset Date |
|
Interest Reset Periods and Dates: |
Quarterly on each Interest Payment Date |
|
Interest Determination Dates: |
Quarterly, two London Business Days prior to each Interest Reset Date |
|
Day Count Convention: |
Actual/360 |
|
Denominations: |
Minimum of $1,000 with increments of $1,000 thereafter. |
|
CUSIP: |
36962GY57 |
|
ISIN: |
N/A |
|
Common Code: |
N/A |
Investing in the Notes involves risks. See "Risks of Foreign Currency Notes and Indexed Notes" on page 2 of the accompanying prospectus supplement and "Risk Factors" on page 2 of the accompanying prospectus.
Plan of Distribution:
The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 100.000% of the aggregate principal amount less an underwriting discount equal to 0.10% of the principal amount of the Notes.
|
Institution Lead Managers: |
Commitment |
|
J.P. Morgan Securities Inc. |
$408,000,000 |
|
Lehman Brothers Inc. |
$408,000,000 |
|
Co-managers: |
|
|
Blaylock & Company, Inc. |
$8,500,000 |
|
Samuel A. Ramirez & Company, Inc. |
$8,500,000 |
|
Utendahl Capital Group, L.L.C. |
$8,500,000 |
|
The Williams Capital Group, L.P. |
$8,500,000 |
|
Total |
$850,000,000 |
GE Capital Markets, Inc. will act as a sales agent in connection with the offering and will receive a fee from the underwriters equal to 0.032% of the principal amount of the notes.
The Company 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 October 23, 2006 |
|
Registration Statement No. 333-132807 |
Additional Information:
At June 30, 2006, the Company had outstanding indebtedness totaling $382.374 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 June 30, 2006, excluding subordinated notes payable after one year, was equal to $379.581 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 ,
|
Six Months ended June 30, |
||||||||
|
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
||||
|
1.56 |
1.62 |
1.71 |
1.82 |
1.66 |
1.62 |
||||
For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges.
Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes 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.