424b2
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PROSPECTUS SUPPLEMENT |
Filed Pursuant to Rule 424(B)(2) |
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(To Prospectus dated July 17, 2006) |
Registration No. 333-135813 |
General Electric Capital Corporation
$1,000,000,000
Variable Denomination Floating
Rate Demand Notes
GE Interest Plus for Businesses
The GE Interest Plus for Businesses Notes (the
Notes) are designed to provide you with a convenient
means of investing funds directly with General Electric Capital
Corporation (GE Capital). The Notes pay a
floating rate of interest which will vary as determined by the
GE Interest Plus Committee. The initial interest rate applicable
to the Notes and all subsequent changes to the initial interest
rate will be disclosed in pricing supplements filed with the
Securities and Exchange Commission in accordance with
Rule 424(b) under the Securities Act of 1933.
An investment in the Notes involves risks. See Risk
Factors on Page 1 of the accompanying prospectus. In
addition, you should carefully consider the following risk
factors, as well as the other information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any applicable pricing supplement.
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We reserve the right to
modify, withdraw, or cancel the offer made by this prospectus
supplement, the accompanying prospectus and any applicable
pricing supplement at any time. |
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The Notes are not equivalent
to a deposit or other bank account and are not subject to the
protection of the Federal Deposit Insurance Corporation or any
other insurance. The Notes are not a brokerage account with GE
Capital Markets, Inc. or any other broker/ dealer and are not
protected by the Securities Investor Protection Corporation
under the Securities Investors Protection Act of 1970. |
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The Notes are not a money
market fund, in which investors purchase an equity interest in a
diversified fund consisting of investments in short term debt
securities of many companies, and are not subject to the
requirements of the Investment Company Act of 1940 (including
diversification of investments) or the Employee Retirement
Income Security Act of 1974, as amended. |
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All investments in the Notes
are senior, unsecured obligations of GE Capital and are not
obligations of or guaranteed by General Electric Company, the
Agent Bank or any other company. It is possible to lose money if
GE Capital is unable to pay its debts. |
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The floating interest rate on
investments in the Notes may not provide a basis for comparison
with other investments which use a different method of
calculating a variable yield or which pay a fixed yield for a
stated period of time. The all-in return may also vary between
this and other investments based on the frequency of
reinvestment of interest earned. See The GE Interest Plus
For Businesses Notes Interest below for a
detailed description of how interest is calculated and
paid. |
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The Notes are not listed on
any securities exchange and there is no secondary market for the
Notes. |
For information regarding the GE Interest Plus for Businesses
Notes, please call
1-888-674-4138 or
access our website at www.geinterestplus.com/businesses.
Please read this prospectus supplement, the accompanying
prospectus and any applicable pricing supplement carefully and
retain for future reference.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement, the accompanying prospectus or any
pricing supplement. Any representation to the contrary is a
criminal offense.
The Notes are offered through GE Capital
Markets, Inc., as agent.
Prospectus Supplement dated August 23, 2006.
TABLE OF CONTENTS
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Prospectus Supplement
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Summary
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S-3 |
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The GE Interest Plus For Businesses Notes
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Plan of Distribution
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Prospectus
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Risk Factors
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Where You Can Get More Information on GE Capital
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The Company
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Use of Proceeds
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Certain Terms of the Notes
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Plan of Distribution
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Legal Opinion
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Experts
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SUMMARY
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Issuer |
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General Electric Capital Corporation |
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Principal Executive Offices
of GE Capital |
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260 Long Ridge Road, Stamford, CT 06927
(Telephone: (203) 357-4000) |
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Title |
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Variable Denomination Floating Rate Demand Notes |
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Amount |
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Up to $1,000,000,000 aggregate initial offering price |
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Agent Bank |
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Union Federal Bank of Indianapolis |
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Servicing Agent |
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Open Solutions, Inc. |
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Investment Options |
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Quick Invest see
page S-6 |
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Check Mailed to Agent
Bank see page S-6 |
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Wire Transfer
see page S-6 |
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Redemption Options |
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Quick Redemption
see page S-7 |
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Written
Redemption see page S-7 |
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Wire Redemption
see page S-7 |
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Status |
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The Notes are unsecured and rank equally and ratably with all
other unsecured and unsubordinated indebtedness of
GE Capital. GE Capital has outstanding approximately
$368 billion in senior, unsecured debt obligations as of
June 30, 2006, that rank equally with the Notes.
GE Capital has not issued any secured debt or securities
that have priority over the Notes. |
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Interest |
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The Notes pay a floating rate of interest, which will vary as
determined by the GE Interest Plus Committee. The initial
interest rate applicable to the Notes and all subsequent changes
to the initial interest rate will be disclosed in pricing
supplements filed with the Securities and Exchange Commission. |
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Principal |
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The principal amount of your Notes is equal to the total amount
of your investments plus accrued and reinvested interest, less
fees, if any, and your redemptions. |
S-3
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Fees |
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Fees are assessed only for wire redemptions and for other
unusual services. |
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Redemption at Option of
GE Capital |
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The Notes are redeemable by GE Capital at any
time see page S-7 |
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Form of Notes |
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The Notes are offered by prospectus only to businesses whose
registered addresses are in the United States. The Notes are in
uncertificated form. |
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Taxation |
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Interest earned on Notes is subject to taxation regardless of
whether such interest is reinvested. Backup withholding and
information reporting may apply to certain persons
see page 6 of the accompanying prospectus. |
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Trustee |
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JPMorgan Chase Bank, N.A., under an Indenture dated as of
January 25, 2001. |
S-4
You should rely only on the information provided in this
prospectus supplement, the accompanying prospectus and any
applicable pricing supplement or incorporated by reference. We
have authorized no one to provide you with different
information. We are not making an offer of these securities in
any jurisdiction where the offer is not permitted. You should
not assume that the information in this prospectus supplement,
the accompanying prospectus or any pricing supplement is
accurate as of any date other than their respective dates.
References in this prospectus supplement to
GE Capital, we, us and
our are to General Electric Capital Corporation.
THE GE INTEREST PLUS FOR BUSINESSES NOTES
Interest
The Notes will have no stated maturity and will earn interest at
floating rates, to be determined by the GE Interest Plus
Committee. Interest on the Notes will accrue daily. The rate of
interest paid for any period on the Notes is not an indication
or representation of future rates. Accrued interest will be
credited and automatically reinvested in additional Notes
monthly and will begin to accrue interest on the first day
following the date of such reinvestment.
Fees
There are no maintenance fees, no sales loads, and no charges
for investing or for ongoing management. There are fees for wire
redemptions, and other unusual services, which will be directly
debited from the aggregate principal amount of your Notes.
Investor Statements
You will receive regular statements (via mail or electronically)
showing a summary of all of your transactions in the Notes,
interest earned, the principal amount of Notes held by you at
the open and close of the period, and other important
information.
Agent Bank and Servicing Agent
We have engaged Union Federal Bank of Indianapolis to process
funds receipts and disbursements and related services. We refer
to Union Federal Bank of Indianapolis as the Agent
Bank in this prospectus supplement. We have also engaged
Open Solutions, Inc. to perform recordkeeping, investor
servicing and other services in connection with the Notes. We
refer to Open Solutions, Inc. as the Servicing Agent
in this prospectus supplement. For these services, we pay the
Agent Bank and the Servicing Agent an administrative fee.
How to Invest
To invest in the Notes, complete an application and make an
initial investment in one of three ways. 1. By Quick
Invest: Indicate on the application that you will be
electronically transferring
S-5
funds from your linked bank checking account and initiate the
transaction after we confirm that your account is open.
2. By Check: Your check must be drawn from the
business checking account you link to your GE Interest Plus
For Businesses investment. 3. By Wire: Indicate on
the application that you will be wiring funds from your business
checking account you link to your GE Interest Plus For
Business investment once your account is established and we
confirm that your account is open. Cash, money orders,
travelers checks, starter checks, cashiers checks,
credit card checks, foreign checks and third party checks are
not acceptable. Currently, the minimum initial investment is
$500. If the principal amount of your Notes falls below these
minimum investment levels or we do not receive your initial
investment within 60 days of your account opening, we
reserve the right to redeem your Notes and return the proceeds
to you, or deduct a monthly maintenance fee from the principal
amount of your Notes.
After your initial investment in the Notes, you may invest in
additional Notes at any time, without charge, by any of the
following methods:
BY QUICK INVEST. If you have completed the procedures for
the Quick Invest service, you may instruct the
Servicing Agent by telephone or the Account Access website at
any time during regular business hours to withdraw any amount of
funds (minimum $25) from your pre-designated bank checking
account and invest the funds in additional Notes through an
electronic automated clearinghouse (ACH) transfer. To set up
Quick Invest, you must have provided us with a
voided blank check to verify your checking account. Your
investment will be made and interest will begin to accrue on the
same day your money is transferred. Investments made by ACH
cannot be redeemed until the later of (1) three business
days after the electronic transfer is first completed or
(2) when the electronic transfer clears.
BY CHECK MAILED TO AGENT BANK. Mail your investment to:
GE Interest Plus For Businesses, P.O. Box 6293,
Indianapolis, Indiana 46206-6293. Checks should be made payable
to GE Interest Plus For Businesses or the
accountholders name. Your investment will be made and
interest will begin to accrue on the first business day that the
Agent Banks processing unit receives your check provided
that the check is received prior to 3:00 p.m. Eastern Time.
Investments made by check cannot be redeemed until the later of
(1) twelve business days after the check is first invested
in the Notes or (2) when the check clears.
BY WIRE TRANSFER. Wire funds from your linked bank
checking account to GE Interest Plus for Businesses, Union
Federal Bank, Indianapolis, IN, ABA No. 274070442. Include
your name and account number in the wire instruction. Your
investment will be made and you will begin earning interest on
the same business day the wire is received provided that the
funds have been received by 2:30 p.m. Eastern Time.
Investments made by wire transfer can be redeemed one business
day after the date of credit.
All investments must be made in U.S. dollars drawn on a
U.S. bank.
S-6
For purposes of investments in the Notes, a business
day is a day on which both the Agent Bank and the Federal
Reserve Bank of Chicago are fully open for business.
How To Redeem
You may redeem any part of your Notes at any time as described
below. Interest on redeemed investments will accrue to, but not
including, the date of redemption. You may redeem all of your
Notes only by use of the written redemption option described
below.
QUICK REDEMPTION. If you indicated on your application,
or by subsequent written request, that you wish to participate
in the Quick Redemption service, you may instruct
the Servicing Agent, through the automated telephone line or
through our Account Access website, to redeem your Notes
(minimum of $25) and have the proceeds transferred to your
pre-designated bank checking account through an electronic
automated clearinghouse (ACH) transfer. To use this option you
must have provided us with a voided blank check to verify your
checking account. After you enter your Quick Redemption
transaction into our automated phone system or Account Access
website, you will be provided with the date that the redemption
proceeds will be transferred. Interest will accrue on your Notes
to, but not including, the business day on which the redemption
proceeds are transferred.
WRITTEN REDEMPTION. You may redeem any part of or all of
your Notes by written request, including the signature(s) of
individual(s) who have been authorized to act on behalf of your
business. A check, payable to the registered owner(s), for the
requested amount (or in an amount equal to the principal amount
of your Notes if you are redeeming all of your Notes) will be
mailed to the registered noteholders address.
WIRE REDEMPTION. You can redeem any part of your Notes,
subject to a $2,500 minimum, by wire transfer if you have
pre-authorized the wire redemption option. Wire redemption
proceeds can only be wired to the U.S. bank account you
have designated on your application. To change this designation,
a written request signed by authorized individual(s) must be
submitted to the Agent Bank. Funds will be wired on the same
business day as the receipt of your wire redemption request,
provided that your request is received by the Agent Bank by
12:00 noon Eastern Time. Wire redemption requests received
after 12:00 noon Eastern Time on any business day will be
processed on the next business day. If your designated bank is
not a member of the Federal Reserve system, there may be a delay
in wiring funds. Each wire transfer will incur a processing
charge of $15 from the Agent Bank, and may also incur an
additional charge from your bank or financial institution. The
Agent Banks records of the wire instructions are binding.
Optional Redemption by GE Capital
We may redeem, at any time at our option, all or any part of the
Notes. Any partial redemption of Notes will be effected by lot,
or pro rata, or by any other method that is deemed fair and
appropriate by the trustee for the Notes, except that we may
redeem all of the Notes not meeting
S-7
guidelines established from time to time by the GE Interest Plus
Committee. We will give at least 30 days prior written
notice to you if we decide to redeem your Notes. The Notes (or
portion thereof) being so redeemed, plus accrued and unpaid
interest thereon to, but not including, the date of redemption,
will be paid by check to the registered holder of the Notes,
less any tax withholding, if applicable. Interest on the
redeemed amount shall cease to accrue on and after the effective
date of redemption.
PLAN OF DISTRIBUTION
The Notes are offered in the United States only, on a continuing
basis through GE Capital Markets, Inc., a wholly owned
subsidiary of GE Capital, acting as agent. No commissions
will be paid to such agent for any sales of the Notes. We will
pay the agents expenses incurred in connection with the
offering of the Notes. GE Capital Markets, Inc. may be
deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended (the Securities
Act). We have agreed to indemnify the agent against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments that they may be required to
make in connection with such indemnification. We also may from
time to time designate other agents through whom Notes may be
offered.
The Notes are being offered only to businesses whose registered
addresses are in the United States. If at any time your
registered address is outside of the United States, we may
redeem all of your Notes. See above Optional Redemption By
GE Capital. We reserve the right to withdraw, cancel
or modify the offer to sell Notes at any time. We have the sole
right to accept offers to purchase Notes and may reject any
proposed purchase of Notes in whole or in part.
S-8
PROSPECTUS
General Electric Capital Corporation
Variable Denomination Floating
Rate Demand Notes
General Electric Capital Corporation may offer from time to time
Variable Denomination Floating Rate Demand Notes (the
Notes).
We will provide specific terms of these securities in
supplements to this prospectus. The securities may be offered
separately or together in any combination and as separate
series. You should read this prospectus and any prospectus
supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
We may sell these securities on a continuous or delayed basis
directly to purchasers, through agents, dealers or underwriters
as designated from time to time, or through a combination of
these methods. If any agents, dealers or underwriters are
involved in the sale of any securities, the applicable
prospectus supplement will set forth any applicable commissions
or discounts.
RISK FACTORS
Investing in our securities involves risks. You should
carefully consider the risks described under Risk
Factors in item 1A of our Annual Report on
Form 10-K for the
year ended December 31, 2005 (which description is
incorporated by reference herein), as well as the other
information contained or incorporated by reference in this
prospectus or in any prospectus supplement hereto before making
a decision to invest in our securities. See Where You Can
Get More Information On GE Capital below.
References in this prospectus to GE Capital,
we, us and our are to
General Electric Capital Corporation.
The date of this prospectus is July 17, 2006.
WHERE YOU CAN GET MORE INFORMATION ON GE CAPITAL
GE Capital files annual, quarterly and current reports and other
information with the SEC. Our SEC filings are available to the
public from the SECs web site at http://www.sec.gov. You
may also read and copy any document we file at the SECs
public reference room in Washington D.C. located at
100 F Street, N.E., Washington D.C. 20549. Please call
the SEC at
1-800-SEC-0330 for
further information on the public reference room. Information on
us, including our SEC filings, is also available at our Internet
site at http://www.ge.com. However, the information on our
Internet site is not a part of this prospectus or any prospectus
supplement.
The SEC allows us to incorporate by reference into
this prospectus the information in other documents we file with
it, which means that we can disclose important information to
you by referring you to those documents. The information
incorporated by reference is considered to be a part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede information contained in
documents filed earlier with the SEC or contained in this
prospectus. We incorporate by reference in this prospectus the
documents listed below and any future filings that we make with
the SEC under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering under this prospectus; provided,
however, that we are not incorporating, in each case, any
documents or information deemed to have been furnished and not
filed in accordance with SEC rules:
(i) GE Capitals Annual Report on
Form 10-K for the
year ended December 31, 2005; and
(ii) GE Capitals Quarterly Report on
Form 10-Q for the
quarter ended March 31, 2006.
You may request a copy of these filings at no cost. Requests
should be directed to David P. Russell, Senior Counsel,
Corporate Treasury and Assistant Secretary, General Electric
Capital Corporation, 260 Long Ridge Road, Stamford,
Connecticut 06927, Telephone No.
(203) 357-4000.
THE COMPANY
General Electric Capital Corporation was incorporated in 1943 in
the State of New York under the provisions of the New York
Banking Law relating to investment companies, as successor to
General Electric Contracts Corporation, which was formed in
1932. Until November 1987, our name was General Electric Credit
Corporation. On July 2, 2001, we changed our state of
incorporation to Delaware. All of our outstanding common stock
is owned by General Electric Capital Services, Inc., formerly
General Electric Financial Services, Inc., the common stock of
which is in turn wholly owned directly or indirectly by General
Electric Company (GE Company). Financing and
services offered by us are diversified, a significant change
from the original business of GE Capital, which was
financing distribution and sale of consumer and other
GE Company products. Currently, GE Company
manufactures few of the products financed by us.
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We operate in four of GE Companys operating segments:
GE Commercial Finance, GE Consumer Finance, GE Industrial
and GE Infrastructure. These operations are subject to a variety
of regulations in their respective jurisdictions.
Our services are offered primarily within North America, Europe
and Asia. GE Capitals principal executive offices are
at 260 Long Ridge Road, Stamford, Connecticut
06927-1600 (telephone
number
(203) 357-4000).
At December 31, 2005, our employment totaled approximately
77,500.
Consolidated Ratio of Earnings to Fixed Charges
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Year Ended December 31, |
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Ended |
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2003 |
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2004 |
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March 31, 2006 |
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1.56
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Consolidated Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
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Year Ended December 31, |
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Ended |
2001 |
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2003 |
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2005 |
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March 31, 2006 |
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1.55
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1.71 |
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For purposes of computing the consolidated ratios of earnings to
fixed charges and earnings to combined fixed charges and
preferred stock dividends, earnings consist of net earnings
adjusted for the provision for income taxes, minority interest,
interest capitalized (net of amortization) and fixed charges.
Fixed charges consist of interest on all indebtedness and
one-third of rentals, which we believe is a reasonable
approximation of the interest factor of such rentals.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be added to the
general funds of GE Capital and will be available for
financing our operations.
CERTAIN TERMS OF THE NOTES
Indenture
The Notes are issued under an Amended and Restated Indenture
dated as of January 25, 2001, between GE Capital and
JPMorgan Chase Bank, N.A. The statements under this heading are
subject to the detailed provisions of the Indenture, a copy of
which is an exhibit to the Registration Statements filed with
the SEC covering the offering of Notes. Wherever particular
provisions of the Indenture or terms defined therein are
referred to, such provisions or definitions are incorporated by
reference as a part of the statements made and the statements
are qualified in their entirety by such reference.
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Agent Bank and Servicing Agent
We have engaged Union Federal Bank of Indianapolis to process
funds receipts and disbursements and related services. We refer
to Union Federal Bank of Indianapolis as the Agent
Bank in this prospectus. We have also engaged Open
Solutions, Inc. to perform recordkeeping, investor servicing and
other services in connection with the Notes. We refer to Open
Solutions, Inc. as the Servicing Agent in this
prospectus. For these services, we pay the Agent Bank and the
Servicing Agent an administrative fee.
General
The Notes are issuable in any amount and will mature on demand
by you. GE Interest Plus and GE Interest Plus For Businesses
constitute the same series of debt securities for all purposes
of the Indenture. The Notes are unsecured and rank equally and
ratably with all other unsecured and unsubordinated indebtedness
of GE Capital. GE Capital has outstanding
approximately $343 billion in senior, unsecured debt
obligations as of March 31, 2006, that rank equally with
the Notes. GE Capital has not issued any secured debt or
securities that have priority over the Notes. Neither the
Indenture, nor any other instrument to which GE Capital is
a party, limits the principal amount of the Notes or any other
indebtedness of GE Capital that may be issued. The Notes
will not be subject to any sinking fund. The Notes will be
issued in uncertificated form and you will not receive any
certificate or other instrument evidencing the Notes other than
the confirmation of your initial investment and periodic
statements sent to you. All funds invested in Notes, together
with interest accrued thereon, and redemptions, if any, will be
recorded on a register maintained by the Servicing Agent.
Modification of the Indenture
The Indenture permits us and the trustee for the Notes, with the
consent of the holders of not less than
662/3
% in aggregate principal amount of the Notes at the time
outstanding:
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to add any provisions to or change in any manner or eliminate
any of the provisions of the Indenture, or |
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to modify in any manner the rights of the holders of Notes. |
However, the Indenture provides that, unless each holder agrees,
we cannot:
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change the character of the Notes from being payable upon demand, |
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reduce the principal amount of any Note, or |
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reduce the
662/3
percentage of the aggregate principal amount of
Notes needed to make any addition or modification. |
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Events of Default
An event of default with respect to the Notes is defined in the
Indenture as being:
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default for 20 days in payment of any principal or interest
on any Note which is not due to administrative error. An
administrative error shall not be considered an event of default
unless such error shall have continued uncorrected for a period
of 30 days after written notice to the Agent Bank and the
trustee for the Notes (with a copy to GE Capital). The trustee
for the Notes will be the sole judge of whether an
administrative error has been corrected; |
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default for 60 days after written notice to GE Capital
in the performance of any other covenant with respect to the
Notes; or |
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certain events of bankruptcy, insolvency or reorganization. |
Each year, the Indenture requires us to file with the trustee
for the Notes a written statement as to the presence or absence
of certain defaults under the Indenture. The trustee for the
Notes shall, within 90 days after the occurrence of a
default in respect of the Notes, give to the holders thereof
notice of all uncured and unwaived defaults known to it (the
term default to mean the events specified above without grace
periods). The trustee for the Notes shall be protected in
withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of
the Notes except in the case of default in the payment of
principal or interest on any of the Notes. The Indenture
provides that during the continuance of an event of default,
either the trustee for the Notes or the holders of 25% in
aggregate principal amount of the outstanding Notes may declare
the principal of all such Notes to be due and payable
immediately. However, under certain conditions such declaration
may be annulled by the holders of a majority in principal amount
of such Notes then outstanding. The holders of a majority in
principal amount of Notes then outstanding may also waive on
behalf of all holders past defaults with respect to the Notes
except, unless previously cured, a default in payment of
principal of or interest on any of the Notes.
Concerning the Trustee
The trustee for the Notes acts as trustee under several other
indentures with GE Capital, pursuant to which a number of
series of senior, unsecured notes of GE Capital are
presently outstanding.
Termination, Suspension or Modification
We expect that you will be able to invest in the Notes
indefinitely, but we reserve the right at any time to suspend or
terminate the Notes offering entirely, or from time to time to
modify the procedures for investing in or redeeming the Notes in
part. We also reserve the right to modify, suspend or terminate
particular investment options and redemption methods. Written
notice of
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any material modification, suspension or termination will be
provided to you at least fifteen calendar days prior to the
effective date.
GE Interest Plus Committee
The GE Interest Plus Committee consists of officers of GE
Capital designated by our Board of Directors. The Committee has
the full power and authority to amend procedures and options for
investing in and redeeming the Notes as described above under
Termination, Suspension, or Modification. The
Committee may also interpret applicable provisions, adopt rules
and regulations and make certain determinations regarding the
Notes. The members of the Committee are our Senior Vice
President, Corporate Treasury and Global Funding Operation and
two of our Vice Presidents and Assistant Treasurers. Alternate
members of the Committee may also serve from time to time.
Members of the Committee receive no additional compensation for
Committee services.
Taxes
Payments of interest on the Notes will be taxable in the year in
which such interest is accrued or received (in accordance with
the holders method of tax accounting), regardless of
whether such interest is reinvested. No part of such interest is
excludible from taxable income. Backup withholding and
information reporting requirements may apply to certain
non-corporate U.S. holders. The interest income also may be
subject to taxation by some state and local governments. Holders
of Notes that are not corporations will receive a statement from
the Servicing Agent each year that states the full amount
reported to the Internal Revenue Service as taxable income.
The U.S. Federal income tax discussion set forth above is
included for general information only and may not be applicable
depending upon a holders particular situation. Holders
should consult their own tax advisors with respect to the tax
consequences to them of the ownership and disposition of the
Notes, including the tax consequences under state, local,
foreign and other tax laws and the possible effects of changes
in federal or other tax laws.
PLAN OF DISTRIBUTION
The Notes are offered in the United States only, on a continuing
basis through GE Capital Markets, Inc., a wholly owned
subsidiary of GE Capital, acting as agent. No commissions
will be paid to such agent for any sales of the Notes. We will
pay the agents expenses incurred in connection with the
offering of the Notes. GE Capital Markets, Inc. may be
deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended (the Securities
Act). We have agreed to indemnify the agent against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments that they may be required to
make in connection with such indemnification. We also may from
time to time designate other agents through whom Notes may be
offered.
6
The Notes are being offered only to persons or businesses whose
registered addresses are in the United States. If at any time
your registered address is outside of the United States, we may
redeem all of your Notes. We reserve the right to withdraw,
cancel or modify the offer to sell Notes at any time. We have
the sole right to accept offers to purchase Notes and may reject
any proposed purchase of Notes in whole, or in part.
NASD Regulations
GE Capital Markets, Inc. is an affiliate of GE Capital
and participates as an agent in the distribution of the
securities issued pursuant to this prospectus. Rule 2720 of
the Conduct Rules of the National Association of Securities
Dealers, Inc. imposes certain requirements when a NASD member
such as GE Capital Markets, Inc. distributes an affiliated
companys securities. As a result, we will conduct any
offering in which GE Capital Markets, Inc. acts as agent in
compliance with the applicable requirements of Rule 2720.
The maximum compensation we will pay to underwriters in
connection with any offering of the securities will not exceed
8% of the maximum proceeds of such offering.
LEGAL OPINION
David P. Russell, Senior Counsel, Corporate Treasury and
Assistant Secretary of GE Capital will provide an opinion for us
regarding the validity of the Notes. Mr. Russell
beneficially owns or has rights to acquire an aggregate of less
than 0.01% of GE Companys common stock.
EXPERTS
The consolidated financial statements and schedule of GE Capital
as of December 31, 2005 and 2004, and for each of the years
in the three-year period ended December 31, 2005, and
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2005
incorporated herein by reference from GE Capitals
Annual Report on
Form 10-K for the
year ended December 31, 2005 have been so incorporated by
reference herein in reliance upon the report dated
February 10, 2006, also incorporated by reference herein,
of KPMG LLP, an independent registered public accounting
firm, and upon the authority of said firm as experts in
accounting and auditing.
7
You should rely only on the information
contained in this document or that we have
otherwise referred you to. We have not
authorized anyone else to provide you with
information that is different. We are not
making an offer of these Notes in any state
where the offer is not permitted. The
information in this document is current only
as of the date of this document, regardless of
the time of delivery of this document or any
sale of the Notes.
For Additional Information Concerning
GE Interest Plus, write to:
GE Interest Plus for Businesses
P.O. Box 6294
Indianapolis, IN 46206-6294
For Current Rates and Other Information:
Call 1-888-674-4138 or visit us at
www.geinterestplus.com/businesses
GE
Interest Plus* for
Businesses
General Electric
Capital Corporation
$1,000,000,000
Variable Denomination
Floating Rate Notes
Prospectus
Supplement
August 23, 2006