PROSPECTUS

PROSPECTUS

Pricing Supplement No. 4158

Dated June 17, 2004

Dated March 7, 2005

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)-Registration Statement

Dated June 18, 2004

No. 333-114095

 

GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Fixed Rate/Floating Rate Notes)

Trade Date:

March 7, 2005

   

Settlement Date (Original Issue Date):

March 11, 2005

   

Maturity Date:

March 11, 2008

   

Principal Amount (in Specified Currency):

US$ 300,000,000

   

Price to Public (Issue Price):

100.00%

   

Agent's Discount or Commission:

0.150%

   

Net Proceeds to Issuer:

US$ 299,550,000

   

Interest Rate Per Annum:

The Notes will bear interest at the interest rates, as specified hereunder. The Notes will pay interest at the rate of 3.86% per annum for the period from and including the Original Issue Date up to but excluding September 11, 2006 (the "Fixed Rate Period"). The interest rate on the Notes for the period from and including September 11, 2006 to but excluding the Maturity Date (the "Floating Rate Period") will be based upon three month USD LIBOR plus 0.04% as determined quarterly on each Floating Rate Interest Payment Date (as defined under "Interest Payment Date(s)" below). See "Additional Terms: Interest" below.

 

 

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.

 

(Fixed Rate/Floating Rate Notes)

 

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Pricing Supplement No. 4158

 

Dated March 7, 2005

 

Rule 424(b)(3)-Registration Statement

 

No. 333-114095

   

Interest Payment Period:

Fixed Rate Period: Semi-Annually.

Floating Rate Period: Quarterly.

   

Interest Payment Date(s):

Fixed Rate Period: Semi-Annually, on each March 11th and September 11th of each year, commencing September 11, 2005.

Floating Rate Period: Quarterly, in arrears, on each March 11th, June 11th, September 11th, and December 11th, commencing December 11, 2006 (each, a "Floating Rate Interest Payment Date"). See "Additional Terms: Interest" below.

   

Clearance and Settlement:

   

DTC Only

     

X

 

DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under "Global Clearance and Settlement Procedures" in the accompanying Prospectus Supplement)

     
   

DTC and Euroclear/Clearstream, Luxembourg (as described under "Description of Notes General - Special Provisions Relating to Certain Foreign Currency Notes" in the accompanying Prospectus Supplement).

     
   

Euroclear and Clearstream, Luxembourg only

CUSIP No.: 36962GP99

ISIN: US36962GP996

Common Code: 021506877

 

Repayment, Redemption and Acceleration

   

Initial Redemption Date:

N/A

   

Initial Redemption Percentage

N/A

   

Optional Repayment Date(s):

N/A

   

Annual Redemption Percentage Reduction:

N/A

 

 

 

(Fixed Rate/Floating Rate Notes)

 

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Pricing Supplement No. 4158

 

Dated March 7, 2005

 

Rule 424(b)(3)-Registration Statement

 

No. 333-114095

   

Modified Payment Upon Acceleration:

N/A

 

Original Issue Discount:

Amount of OID: N/A

Yield to Maturity: N/A

Interest Accrual Date: 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

Option Value Calculation Agent: N/A

Option Election Date(s): N/A

Indexed Notes:

Currency Base Rate: N/A

Determination Agent: N/A

Listing:

   

Listed on the Luxembourg Exchange

X

 

Not Listed on the Luxembourg Exchange

Additional Terms:

Interest:

Interest on the Notes for the period from and including March 11, 2005 to but excluding September 11, 2006 (the "Fixed Rate Period") will be payable in U.S. Dollars semi-annually on each March 11th and September 11th, commencing on September 11, 2005 (each, a "Fixed Rate Interest Payment Date"). During the Fixed Rate Period, the interest rate on the Notes will be equal to 3.86% per annum. Thereafter, interest will accrue from and including each Fixed Rate Interest Payment Date to but excluding the next succeeding Fixed Rate Interest Payment Date. In the event a Fixed Rate Interest Payment Date falls on a day other than a Business Day, interest will be

 

 

 

(Fixed Rate/Floating Rate Notes)

 

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Pricing Supplement No. 4158

 

Dated March 7, 2005

 

Rule 424(b)(3)-Registration Statement

 

No. 333-114095

paid on the next succeeding Business Day and no interest on such payment shall accrue for the period from and after such Fixed Rate Interest Payment Date to such next succeeding Business Day. During the Fixed Rate Period, interest will be computed and paid on the basis of a 360-day year of twelve 30-day months as disclosed in the accompanying prospectus supplement under "DESCRIPTION OF NOTES - Interest and Interest Rates - Fixed Rate Notes."

On September 11, 2006, the interest rate on the Notes will be reset. Interest on the Notes for the period from and including September 11, 2006 to but excluding the Maturity Date (the "Floating Rate Period") will be payable in U.S. Dollars quarterly, in arrears, on each March 11th, June 11th, September 11th, and December 11th, commencing December 11, 2006 (each, a "Floating Rate Interest Payment Date"). During the Floating Rate Period, the interest rate on the Notes will be equal to the sum of three month USD LIBOR plus 0.04%. The initial floating rate will be determined two London business days prior to September 11, 2006 based on three month USD LIBOR plus 0.04%. During the Floating Rate Period, the interest rate will be reset quarterly on each Floating Rate Interest Payment Date (the "Interest Reset Date"), and will be determined quarterly, two London Business Days prior to each Interest Reset Date. During the Floating Rate Period, interest will be computed and paid on the basis as provided for LIBOR Notes in the accompanying prospectus supplement under "DESCRIPTION OF NOTES - Interest and Interest Rates - Floating Rate Notes - How Interest Is Calculated."

Additional Information:

General.


At December 31, 2004, the Company had outstanding indebtedness totaling $352.869 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 December 31, 2004, excluding subordinated notes payable after one year was equal to $352.049 billion.

 

 

 

(Fixed Rate/Floating Rate Notes)

 

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Pricing Supplement No. 4158

 

Dated March 7, 2005

 

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,

 

 

2000

2001

2002

2003

2004

 

1.52

1.72

1.65

1.83

1.87

 
           

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:

 

The Notes are being purchased by Morgan Stanley & Co. Incorporated (the "Underwriter"), as principal, at 100.00% of the aggregate principal amount less an underwriting discount equal to 0.150% of the principal amount of the Notes. 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 0.150% of the principal amount of the Notes.

Underwriter/Agent

Principal Amount of Notes

GECC Capital Markets Group, Inc.

$ 150,000,000

Morgan Stanley & Co. Incorporated

150,000,000

   

Total

$ 300,000,000

The Company has agreed to indemnify the Underwriter and the Agent against and contribute certain liabilities, including liabilities under the Securities Act of 1933, as amended.