PROSPECTUS Pricing Supplement No. 4091
Dated June 17, 2004 Dated November 8, 2004
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
Dated June 18, 2004 No. 333-114095
GENERAL ELECTRIC CAPITAL CORPORATION
GECC Extendible Monthly Securities
The floating rate notes described in this pricing supplement, which we
refer to as the GECC Extendible Monthly Securities (the "Notes"), will mature on
the Initial Maturity Date, unless the Maturity of all or any portion of the
principal amount of the Notes is extended in accordance with the procedures
described below. In no event will the Maturity of the Notes be extended beyond
the Final Maturity Date.
During the notice period relating to each election date, you may elect to
extend the Maturity of all or any portion of the principal amount of your Notes
so that the Maturity of your Notes will be extended to the date occurring 366
calendar days from and including the 7th day of the next succeeding month.
However, if that 366th calendar day is not a Business Day, the Maturity of your
Notes will be extended to the immediately preceding Business Day. The election
dates will be the 7th calendar day of each month from December 2004 to November
2008 inclusive, whether or not any such day is a Business Day.
You may elect to extend the Maturity of all of your Notes or of any portion
thereof having a principal amount of $1,000 or any multiple of $1,000 in excess
thereof. To make your election effective on any election date, you must deliver
a notice of election during the notice period for that election date. The notice
period for each election date will begin on the fifth Business Day prior to the
election date and end on the election date, however, if that election date is
not a Business Day, the notice period will be extended to the following Business
Day. Your notice of election must be delivered to the Trustee for the Notes,
through the normal clearing system channels described in more detail below, no
later than the close of business on the last Business Day in the notice period
relating to the applicable election date. Upon delivery to the Trustee of a
notice of election to extend the Maturity of the Notes or any portion thereof
during any notice period, that election will be revocable during each day of
such notice period, until 12:00 noon, New York City time, on the last Business
Day in the notice period relating to the applicable election date, at which time
such notice will become irrevocable.
If, with respect to any election date, you do not make an election to
extend the Maturity of all or any portion of the principal amount of your Notes,
the principal amount of the Notes for which you have failed to make such an
election will become due and payable on the Initial Maturity Date, or any later
date to which the Maturity of your Notes has previously been extended. The
principal amount of the Notes for which such election is not exercised will be
represented by a note issued on such election date. The note so issued will have
the same terms as the Notes, except that it will not be extendible, will have a
separate CUSIP number and its maturity date will be the date that is 366
calendar days from and including such election date or, if such 366th calendar
day is not a Business Day, the immediately preceding Business Day. The failure
to elect to extend the Maturity of all or any portion of the Notes will be
irrevocable and will be binding upon any subsequent holder of such Notes.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 4091
Dated November 8, 2004
Rule 424(b)(3)-Registration Statement
No. 333-114095
The Notes will bear interest from the date of issuance until the principal
amount thereof is paid or made available for payment at a rate determined for
each Interest Reset Period by reference to the base rate, based on the index
maturity, plus the applicable Spread for the applicable Interest Reset Date. We
describe how floating rates are determined and calculated in the section called
"Interest and Interest Rates - Floating Rate Notes" in the accompanying
Prospectus Supplement, subject to and as modified by the provisions described
below.
The Notes will be issued in registered global form and will remain on
deposit with the Depositary for the Notes. Therefore, you must exercise the
option to extend the Maturity of your Notes through the Depositary. To ensure
that the Depositary will receive timely notice of your election to extend the
Maturity of all or a portion of your Notes, so that it can deliver notice of
your election to the Trustee prior to the close of business on the last Business
Day in the notice period, you must instruct the direct or indirect participant
through which you hold an interest in the Notes to notify the Depositary of your
election to extend the Maturity of your Notes in accordance with the then
applicable operating procedures of the Depositary.
The Depositary must receive any notice of election from its participants no
later than 12:00 noon (New York City time) on the last Business Day in the
notice period for any election date. Different firms have different deadlines
for accepting instructions from their customers. You should consult the direct
or indirect participant through which you hold an interest in the Notes to
ascertain the deadline for ensuring that timely notice will be delivered to the
Depositary. If the election date is not a Business Day, notice of your election
to extend the maturity date of your Notes must be delivered to the Depositary by
its participants no later than 12:00 noon (New York City time) on the first
Business Day following the election date.
The Notes will initially be limited to $2,000,000,000 in aggregate
principal amount. We may create and issue additional floating rate notes with
the same terms as the Notes so that such additional floating rate notes will be
combined with this initial issuance of Notes.
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE
PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS
SUPPLEMENT.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 4091
Dated November 8, 2004
Rule 424(b)(3)-Registration Statement
No. 333-114095
Trade Date: November 8, 2004
Settlement Date (Original Issue Date): November 10, 2004
Initial Maturity Date: December 7, 2005, or if such day is not a
Business Day, the immediately preceding
Business Day.
Final Maturity Date: December 7, 2009, or if such day is not a
Business Day, the immediately preceding
Business Day.
Principal Amount (in Specified Currency): US$2,000,000,000
Price to Public (Issue Price): 100%
Agent's Discount or Commission: 0.00%
Net Proceeds to Issuer (in Specified Currency): US$2,000,000,000
Interest Rate:
Interest Calculation:
|X| Regular Floating Rate
|_| Inverse Floating Rate
|_| Other Floating Rate
Interest Rate Basis: |_| CD Rate |_| Commercial Paper Rate
|_| Federal Funds Rate (See "Additional Terms - Interest" below)
|X| LIBOR |_| Prime Rate |_| Treasury Rate
|_| Other (See "Additional Terms - Interest" below)
Spread: The table below indicates the applicable Spread for the Interest Reset
Dates occurring during each of the indicated periods.
For Interest Reset Dates occurring: Spread:
From the Original Issue Date
to and including November 2005 Minus .01%
From and including December 2005 to
and including November 2006 Plus .02 %
From and including December 2006 to
and including November 2007 Plus .04 %
From and including December 2007 to
and including November 2008 Plus .06 %
From and including December 2008 to
and including November 2009 Plus .06 %
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 4091
Dated November 8, 2004
Rule 424(b)(3)-Registration Statement
No. 333-114095
Spread Multiplier: N/A
Index Maturity: One Month Index Currency: U.S. Dollar
Maximum Interest Rate: N/A Minimum Interest Rate: N/A
Interest Payment Period: Monthly. See also "Interest Payment Dates."
Interest Payment Dates: The 7th day of each month, commencing December 7,
2004. The final interest payment date for any
Notes maturing prior to the Final Maturity Date
will be the relevant Maturity Date, and interest
for the final interest payment period will accrue
from and including the interest payment date in
the month immediately preceding such relevant
Maturity Date to but excluding the Maturity Date.
Initial Interest Rate: One Month LIBOR, to be determined two London
Business Days prior to the Original Issue Date.
Initial Interest Reset Date: December 7, 2004
Interest Reset Dates: The 7th day of each month, commencing December 7,
2004
Interest Reset Periods: The first interest reset period will be the period
from and including December 7, 2004 to but
excluding the immediately succeeding Interest
Reset Date. Thereafter, the interest reset periods
will be the periods from and including an Interest
Reset Date to but excluding the immediately
succeeding Interest Reset Date; provided that the
final interest reset period for any Notes maturing
prior to the Final Maturity Date will be the
period from and including the Interest Reset Date
in the month immediately preceding the relevant
Maturity Date of such Notes to the relevant
Maturity Date.
Interest Determination Dates: Two London Business Days prior to the Interest
Reset Dates.
Election Dates and Notice Periods: The election date shall be the 7th calendar
day of each month from December 2004 to
November 2008 inclusive, whether or not such
day is a Business Day. The notice period for
each election date will begin on the fifth
Business Day prior to the election date and
end on the election date, however, if that
election date is not a Business Day, the
notice period will be extended to the
following Business Day.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 4091
Dated November 8, 2004
Rule 424(b)(3)-Registration Statement
No. 333-114095
Form of Notes:
-------------
|X| DTC registered |_| non-DTC registered
Repayment, Redemption and Acceleration:
--------------------------------------
Optional Repayment Date: N/A
Annual redemption Percentage Reduction: N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Original Issue Discount
Amount of OID: N/A
Interest Accrual Date: N/A
Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Amortizing Notes:
----------------
Amortization Schedule: N/A
Dual Currency Notes:
-------------------
Face Amount Currency: N/A
Optional Payment Currency: N/A
Designated Exchange Rate: N/A
Indexed Notes:
-------------
Currency Base Rate: N/A
Calculation Agent: JPMorgan Chase Bank
CUSIP No.: 369622LC7
Additional Information:
----------------------
General.
-------
At September 30, the Company had outstanding indebtedness totaling $320.210
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, 2004, excluding subordinated notes
payable after one year was equal to $319.393 billion.
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 4091
Dated November 8, 2004
Rule 424(b)(3)-Registration Statement
No. 333-114095
Consolidated Ratio of Earning 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
1999 2000 2001 2002 2003 September 30, 2004
---- ---- ---- ---- ---- ------------------
1.60 1.52 1.72 1.65 1.86 1.85
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.
Plan of Distribution:
--------------------
GECC Capital Markets Group, Inc. is acting as agent (the "Agent") in connection
with the distribution of the Notes. The Agent will receive a selling commission
equal to 0.00% of the principal amount of the Notes.
--------------------------------------------------------------------------------
Agent Principal Amount of Notes
----- -------------------------
GECC Capital Markets Group, Inc. $ 2,000,000,000
--------------------------------------------------------------------------------
The Company has agreed to indemnify the Agent against and contribute toward
certain liabilities, including liability under the Securities Act of 1933, as
amended.
United States Federal Taxation:
The following discussion, which supplements and, to the extent it is
inconsistent with, replaces the discussion in the accompanying Prospectus
Supplement under the heading "United States Tax Considerations", is based on the
opinion of Sidley Austin Brown & Wood LLP, the Company's special tax counsel
("Special Tax Counsel").
An election to extend the maturity of all or any portion of the principal
amount of the Notes in accordance with the procedures described above should not
be a taxable event for U.S. federal income tax purposes. Special Tax Counsel has
reached this conclusion based, in part, upon the Treasury regulations governing
original issue discount on debt instruments (the "OID Regulations").
Pursuant to Treasury regulations governing modifications to the terms of
debt instruments (the "Modification Regulations"), the exercise of an option by
a holder of a debt instrument to defer any scheduled payment of principal is a
taxable event if, based on all the facts and circumstances, such deferral is
considered material under the Modification Regulations. The Modification
Regulations do not specifically address the unique features of the Notes
(including their economic equivalence to a debt
(GECC Extendible Monthly Securities)
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Pricing Supplement No. 4091
Dated November 8, 2004
Rule 424(b)(3)-Registration Statement
No. 333-114095
instrument having a term to maturity of approximately five years and containing
put options). However, under the OID Regulations, for purposes of determining
the yield and maturity of a debt instrument that provides the holder with an
unconditional option or options, exercisable on one or more dates during the
term of the debt instrument, that, if exercised, require payments to be made on
the debt instrument under an alternative payment schedule or schedules (e.g., an
option to extend the maturity of the debt instrument), a holder is deemed to
exercise or not exercise an option or combination of options in a manner that
maximizes the yield on the debt instrument. Since the Spread will periodically
increase during the term of the Notes from an initial amount equal to Minus .01%
to an amount equal to Plus .06%, under these rules, as of the Original Issue
Date, original holders of the Notes should be deemed to elect to extend the
maturity of all of the principal amount of the Notes to the Final Maturity Date
in accordance with the procedures described above. Accordingly, under these
rules, the Final Maturity Date should be treated as the maturity date of the
Notes for U.S. federal income tax purposes. Although it is unclear how the OID
Regulations should apply in conjunction with the Modification Regulations to the
Notes, Special Tax Counsel is of the opinion that, based upon the OID
Regulations, an election to extend the maturity of all or any portion of the
principal amount of the Notes in accordance with the procedures described above
should not be a taxable event for U.S. federal income tax purposes. In addition,
the Notes should not constitute contingent payment debt instruments that would
be subject to certain Treasury regulations governing contingent payment
obligations (the "Contingent Payment Regulations").
Under the treatment described above, the Notes will be treated as having
been issued with de minimis original issue discount. Therefore, the Notes will
not constitute OID Notes.
Prospective investors should note that no assurance can be given that the
Internal Revenue Service (the "IRS") will accept, or that the courts will
uphold, the characterization and the tax treatment of the Notes described above.
If the IRS were successful in asserting that an election to extend the maturity
of all or any portion of the principal amount of the Notes is a taxable event
for U.S. federal income tax purposes, then Special Tax Counsel has indicated
that you would be required to recognize any gain inherent in the Notes at such
time upon the exercise of such election. Also, if the IRS were successful in
asserting that the Notes were subject to the Contingent Payment Regulations,
Special Tax Counsel has indicated that the timing and character of income
thereon would be affected. Among other things, you may be required to accrue
original issue discount income, subject to adjustments, at a "comparable yield"
on the issue price. Furthermore, any gain recognized with respect to the Notes
would generally be treated as ordinary income. The foregoing is a summary of the
views of Special Tax Counsel to the Company and is not to be construed as tax
advice for investors. Prospective investors should consult their tax advisor
regarding the U.S. federal income tax consequences of an investment in, and
extending the maturity of, the Notes.
Prospective investors should also consult the summary describing the
principal U.S. federal income tax consequences of the ownership and disposition
of the Notes contained in the section called "United States Tax Considerations"
in the accompanying Prospectus Supplement.