THE INFORMATION IN THIS PRELIMINARY PRICING SUPPLEMENT AND ACCOMPANYING
PROSPECTUS SUPPLEMENT AND PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN DECLARED EFFECTIVE
BY THE SECURITIES AND EXCHANGE COMMISSION. THIS PRELIMINARY PRICING SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-132807
SUBJECT TO COMPLETION
DATED JUNE 7, 2006
PRELIMINARY PRICING SUPPLEMENT
------------------------------
(TO PROSPECTUS DATED MARCH 29, 2006 AND
PROSPECTUS SUPPLEMENT DATED MARCH 29, 2006)
$____________
GENERAL ELECTRIC CAPITAL CORPORATION
____% NOTES DUE JUNE 15, 2046
----------
We are offering $_________ of ______% Notes due June 15, 2046 (the
"Notes"). The Notes will be our senior obligations and will rank on parity with
all of our existing and future unsecured and unsubordinated indebtedness. We
will pay interest on the Notes on March 15th, June 15th, September 15th and
December 15th of each year and on the Maturity Date. The first such payment will
be on September 15, 2006. We may redeem the Notes, in whole or in part, at any
time on or after June 15, 2011 at a redemption price equal to 100% of the
principal amount redeemed plus accrued and unpaid interest to the redemption
date. The Notes will be issued in minimum denominations of $25 and integral
multiples thereof.
We intend to list the Notes on the New York Stock Exchange and expect
trading in the Notes on the New York Stock Exchange to begin within 30 days
after the original issue date. The Notes are expected to trade "flat," meaning
that purchasers will not pay, and sellers will not receive, any accrued and
unpaid interest on the Notes that is not included in the trading price.
PER NOTE TOTAL
Public offering price ............................. 100.00% $___________
Underwriting discount.............................. 3.15% $___________
Proceeds, before expenses, to
the Company ................................... 96.85% $___________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PRICING SUPPLEMENT OR THE RELATED PROSPECTUS
SUPPLEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
We have granted the Underwriters a right to request from us the opportunity
to purchase up to $______ aggregate principal amount of additional Notes at the
public offering price less the underwriting commission of 3.15% per Note, within
30 days from the date of this pricing supplement, to cover over-allotments, if
any.
The Notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about June 16, 2006.
----------
MERRILL LYNCH & CO.
CITIGROUP
MORGAN STANLEY
UBS INVESTMENT BANK
WACHOVIA SECURITIES
----------
The date of this pricing supplement is June __, 2006.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
AND PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE
THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED
IN THIS PRICING SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
PRICING SUPPLEMENT.
----------
TABLE OF CONTENTS
PRICING SUPPLEMENT
PAGE
----
Alternative Settlement Date............................................. PS-3
The Company............................................................. PS-3
Description of the Notes................................................ PS-3
United States Tax Considerations........................................ PS-5
Underwriting............................................................ PS-7
PROSPECTUS SUPPLEMENT
PAGE
----
About this Prospectus Supplement........................................ S-2
Risks of Foreign Currency Notes and Indexed Notes....................... S-2
Description of Notes.................................................... S-4
United States Tax Considerations........................................ S-25
Plan of Distribution.................................................... S-32
Legal Opinions.......................................................... S-34
Glossary................................................................ S-35
PROSPECTUS
PAGE
----
Where You Can Get More Information on GECC.............................. 2
The Company............................................................. 3
Use of Proceeds......................................................... 3
Plan of Distribution.................................................... 4
Securities Offered...................................................... 5
Description of Debt Securities.......................................... 5
Description of Warrants................................................. 9
Description of the Preferred Stock...................................... 10
Description of Support Obligations and Interest Therein................. 13
Legal Opinions.......................................................... 16
Experts................................................................. 16
IN THIS PRICING SUPPLEMENT, THE "COMPANY", "WE", "US" AND "OUR" REFER TO GENERAL
ELECTRIC CAPITAL CORPORATION. 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.
PS-2
ALTERNATIVE SETTLEMENT DATE
It is expected that delivery of the Notes will be made on or about the
date specified on the cover page of this pricing supplement, which will be the
fifth Business Day following the date of this pricing supplement. Under Rule
15c6-1 of the Securities Exchange Commission ("SEC") under the Securities
Exchange Act of 1934, trades in the secondary market generally are required to
settle in three Business Days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of
this pricing supplement or the next two succeeding Business Days will be
required to specify an alternate settlement cycle at the time of any such trade
to prevent failed settlement. Purchasers of Notes who wish to trade Notes on the
date of this pricing supplement or the next two succeeding Business Days should
consult their own advisors.
THE COMPANY
GENERAL
At March 31, 2006, the Company had outstanding indebtedness totaling $359.920
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, 2006, excluding subordinated notes payable
after one year, was equal to $357.254 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, Three Months ended
------------------------ March 31,
2001 2002 2003 2004 2005 2006
---- ---- ---- ---- ---- ----
1.56 1.62 1.71 1.82 1.66 1.63
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.
DESCRIPTION OF THE NOTES
GENERAL
We provide information to you about the Notes in three separate documents:
o this pricing supplement which specifically describes the Notes being
offered;
o the accompanying prospectus supplement which describes the Company's
Global Medium-Term Notes, Series A; and
o the accompanying prospectus which describes generally the debt
securities of the Company.
The Notes are "senior, unsecured debt securities" as described in the
accompanying prospectus and "fixed rate notes" as described in the accompanying
prospectus supplement. This description supplements the description of the
general terms and provisions of the debt securities found in the accompanying
prospectus and prospectus supplement.
PS-3
The Notes
o will be our senior, unsecured obligations,
o will rank equally with all our other unsecured and unsubordinated
indebtedness from time to time outstanding,
o will initially be limited in aggregate principal amount to $_________;
we may, without the consent of the holders, increase such principal
amount in the future, on the same terms and conditions and with the
same CUSIP number as the Notes being offered hereby,
o will mature on June 15, 2046,
o will be issued in minimum denominations of $25 and integral multiples
thereof,
o will be redeemable at our option, in whole or in part, at any time on
or after June 15, 2011 at a redemption price equal to 100% of the
principal amount redeemed plus accrued and unpaid interest to the
redemption date, and
o are expected to be listed on the New York Stock Exchange.
QUARTERLY PAYMENTS
Interest on the Notes will accrue from June 16, 2006 at a rate of _____%
per annum and will be payable initially on September 15, 2006 and thereafter
quarterly on March 15th, June 15th, September 15th and December 15th of each
year and on the Maturity Date (each an "Interest Payment Date"). On an Interest
Payment Date, interest will be paid to the persons in whose names the Notes were
registered as of the record date. With respect to any Interest Payment Date, for
so long as the Notes are represented by global securities, the record date will
be the close of business on the Business Day prior to the relevant Interest
Payment Date, and in the case the Notes are no longer represented by global
securities, the record date will be the close of business on the 15th calendar
day (whether or not a Business Day) prior to the relevant Interest Payment Date.
The amount of interest payable for any period will be computed on the
basis of twelve 30-day months and a 360-day year. If any Interest Payment Date
falls on a Saturday, Sunday, legal holiday or a day on which banking
institutions in The City of New York are authorized by law or regulation to
close, then payment of interest may be made on the next succeeding Business Day
and no additional interest will accrue because of such delayed payment.
REDEMPTION AND REPAYMENT
The Notes will be redeemable at our option, in whole or in part, at any
time on or after June 15, 2011, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount redeemed
plus accrued and unpaid interest to the redemption date. Additionally, we may at
any time repurchase Notes at any price in the open market and may hold, resell
or surrender such Notes to the Trustee for cancellation. You will not have the
right to require us to repay Notes prior to Maturity. The Notes are not subject
to any sinking fund provision.
TRADING CHARACTERISTICS
We expect the Notes to trade at a price that takes into account the value,
if any, of accrued and unpaid interest. This means that purchasers will not pay,
and sellers will not receive, accrued and unpaid interest on the Notes that is
not included in their trading price. Any portion of the trading price of a Notes
that is attributable to accrued and unpaid interest will be treated as ordinary
interest income for U.S. federal income tax purposes and will not be treated as
part of the amount realized for purposes of determining gain or loss on the
disposition of the Notes. See "United States Tax Considerations" below.
PS-4
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be issued in the form of one or more fully registered
global certificates (the "Global Notes") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depository")
and registered in the name of Cede & Co., the Depository's nominee. Notes in
definitive form will not be issued, unless the Depository notifies us that it is
unwilling or unable to continue as depository for Global Notes and we do not
appoint a successor depository within 90 days or unless we otherwise so
determine in our sole discretion. Beneficial interests in the Global Notes will
be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct or indirect participants in the
Depository.
UNITED STATES TAX CONSIDERATIONS
The following discussion summarizes certain U.S. federal income tax
considerations that may be relevant to you if you invest in Notes. The following
information replaces the information provided in the prospectus supplement under
the caption "United States Tax Considerations." Except as discussed under
"Non-U.S. Holders" and "Information Reporting and Backup Withholding," the
discussion generally applies only to holders of Notes that are U.S. holders.
You will be a U.S. holder if you are an individual who is a citizen or
resident of the United States, a U.S. domestic corporation, or any other person
that is subject to U.S. federal income tax on a net income basis in respect of
an investment in the Notes. This summary deals only with U.S. holders that hold
Notes as capital assets. It does not address considerations that may be relevant
to you if you are an investor that is subject to special tax rules, such as a
bank, thrift, real estate investment trust, regulated investment company,
insurance company, dealer in securities or currencies, trader in securities or
commodities that elects mark to market treatment, person that will hold Notes as
a hedge against currency risk or as a position in a "straddle," conversion or
other integrated transaction, tax-exempt organization, certain former citizens
and residents or a person whose "functional currency" is not the U.S. dollar.
This summary is based on laws, regulations, rulings and decisions now in
effect, all of which may change. Any change could apply retroactively and could
affect the continued validity of this summary. You should consult your tax
adviser about the tax consequences of purchasing or holding Notes, including the
relevance to your particular situation of the considerations discussed below, as
well as the relevance to your particular situation of state, local or other tax
laws.
PAYMENTS OR ACCRUALS OF INTEREST
Payments or accruals of interest on Notes will be taxable to you as
ordinary interest income at the time that you receive or accrue such amounts (in
accordance with your regular method of tax accounting).
PURCHASE, SALE AND RETIREMENT OF NOTES
Your tax basis in your Notes generally will be its cost, however, your tax
basis does not include any portion of your purchase price which represents
accrued but unpaid interest. You will generally recognize capital gain or loss
on the sale or retirement of your Notes equal to the difference between the
amount you realize on the sale or retirement (excluding any amounts attributable
to accrued but unpaid interest which will be subject to tax in the manner
described under "Payments or Accruals of Interest") and your tax basis in your
Notes.
The Notes trade "flat," which means that upon the disposition of Notes you
will not receive a separate amount representing accrued interest.
Notwithstanding the foregoing, the portion of the proceeds you receive upon the
disposition of Notes that represents interest that has accrued from the last
interest payment date must be treated for U.S. federal income tax purposes (and
for U.S. federal income tax reporting purposes) as interest rather than
disposition proceeds.
PS-5
NON-U.S. HOLDERS
If you are a non-resident alien individual or a foreign corporation (a
"non-U.S. holder"), the interest income that you derive in respect of the Notes
generally will be exempt from the United States federal withholding tax. This
exemption will apply to you provided that
o you do not actually or constructively own 10 percent or more of the
combined voting power of all classes of our stock and you are not a
controlled foreign corporation that is related, directly or indirectly
to us through stock ownership, and
o the beneficial owner provides a statement (generally, an Internal
Revenue Service Form W-8BEN) signed under penalties of perjury that
includes its name and address and certifies that it is a non-U.S.
person in compliance with applicable requirements (or satisfies
certain documentary evidence requirements for establishing that it is
a non-U.S. person).
If you are a non-U.S. holder, any gain you realize on a sale, exchange or
other disposition of Notes generally will be exempt from United States federal
income tax, including withholding tax. This exemption will not apply to you if
your gain is effectively connected with you conduct of a trade or business in
the United States or you are an individual holder and are present in the United
States for 183 days or more in the taxable year of the disposition and either
your gain is attributable to an office or other fixed place of business that you
maintain in the United States or you have a tax home in the United States.
United States Federal estate tax will not apply to Notes held by you if at
the time of death you were not a citizen or resident of the United States, you
did not actually or constructively own 10 percent or more of the combined voting
power of all classes of our stock and payments of interest on Notes would not
have been effectively connected with the conduct by you of a trade or business
in the United States.
For purposes of applying the rules set forth under this heading "Non-U.S.
Holders" to Notes held by an entity that is treated as fiscally transparent (for
example, a partnership) for U.S. federal income tax purposes, the beneficial
owner means each of the ultimate beneficial owners of the entity.
INFORMATION REPORTING AND BACKUP WITHHOLDING
The paying agent must file information returns with the Internal Revenue
Service in connection with payments made on Notes to certain U.S. holders. You
may also be subject to information reporting and backup withholding tax
requirements with respect to the proceeds from a sale of Notes. If you are a
U.S. holder, you generally will not be subject to United States backup
withholding tax on such payments if you provide your taxpayer identification
number to the paying agent. If you are a non-U.S. holder, you may have to comply
with certification procedures to establish your non-U.S. status in order to
avoid information reporting on IRS Form 1099 (although such amounts may be
subject to reporting on IRS Form 1042-S) and backup withholding tax. The
certification procedures required to claim the exemption from withholding tax on
interest income described above will satisfy these requirements. The amount of
any backup withholding from a payment to a holder may be allowed as a credit
against the holder's U.S. federal income tax liability and may entitle the
holder to a refund, provided that the required information is timely furnished
to the Internal Revenue Service.
PS-6
UNDERWRITING
Subject to the terms and conditions set forth in a terms agreement dated
June __ 2006 between us and the underwriters named below (the "Underwriters"),
incorporating the terms of a distribution agreement dated as of March 29, 2006,
between us and the agents named in the prospectus supplement, we have agreed to
sell to the Underwriters, and the Underwriters have severally agreed to
purchase, as principals, the respective principal amounts of the Notes set forth
below opposite their names.
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
----------- ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................ $
Citigroup Global Markets Inc.............................
Morgan Stanley & Co. Incorporated........................
UBS Securities LLC.......................................
Wachovia Securities, Inc.................................
Total................................. $
=
We have granted the Underwriters a right to request from us the opportunity to
purchase up to $________ aggregate principal amount of additional Notes at the
public offering price less the underwriting commission of 3.15% per Note. The
Underwriters may exercise these options for 30 days from the date of this
pricing supplement solely to cover any over-allotments.
Prior to this offering, there has been no public market for the Notes. We
intend to list the Notes on the New York Stock Exchange, and we expect trading
in the Notes on the New York Stock Exchange to begin within 30 days after the
original issue date. In order to meet one of the requirements for listing the
Notes, the Underwriters will undertake to sell the Notes to a minimum of 400
beneficial holders.
The Notes are a new issue of securities with no established trading
market. The Underwriters have advised us that they intend to make a market in
the Notes but are not obligated to do so and may discontinue market making at
any time without notice. Neither we nor the Underwriters can assure you that the
trading market for the Notes will be liquid.
The Underwriters propose to offer some of the Notes directly to the public
at the public offering price set forth on the cover page of this pricing
supplement and some of the Notes to dealers at the public offering price less a
concession not to exceed $.__ per $25 Note. The Underwriters may allow, and
dealers may reallow, a concession not to exceed $.__ per $25 Note on sales to
other dealers. After the initial offering of the Notes to public, the
representatives may change the public offering price and concessions.
In connection with this offering, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, on behalf of the Underwriters, may purchase and sell Notes in the
open market. These transactions may include over-allotment, syndicate covering
transactions and stabilizing transactions. Over-allotment involves syndicate
sales of Notes in excess of the principal amount of Notes to be purchased by the
Underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchase of the Notes in the open market
after the distribution has been completed in order to cover syndicate short
positions. Stabilizing transactions consist of certain bids or purchases of
Notes made for the purpose of preventing or retarding a decline in the market
price of the Notes while the offering is in progress.
The Underwriters also may impose a penalty bid. Penalty bids permit the
Underwriters to reclaim a selling concession from a syndicate member when
Merrill Lynch, Pierce, Fenner & Smith Incorporated, in covering syndicate short
positions or making stabilizing purchases, repurchase Notes originally sold by
that syndicate member.
Any of these activities may have the effect of preventing or retarding a
decline in the market price of the Notes. They may also cause the price of the
Notes to be higher than the price that otherwise would exist in the open market
in the absence of these transactions. The Underwriters may conduct these
transactions on the New York Stock Exchange, in the over-the-counter market or
otherwise. If the Underwriters commence any of these transactions, they may
discontinue them at any time.
PS-7
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the Underwriters may be required to make because of any of these
liabilities.
It is expected that delivery of the Notes will be made on or about the
date specified on the cover page of this pricing supplement, which will be the
fifth Business Day following the date of this pricing supplement. Under Rule
15c6-1 of the Securities Act of 1933, trades in the secondary market generally
are required to settle in three Business Days, unless the parties to any such
trade expressly agree otherwise. Accordingly, the purchasers who wish to trade
Notes on the date of this pricing supplement or the next two succeeding Business
Days will be required to specify an alternate settlement cycle at the time of
any such trade to prevent failed settlement. Purchasers of Notes who wish to
trade Notes on the date of this pricing supplement or the next two succeeding
Business Days should consult their own advisors.
PS-8