Filed Pursuant to Rule 433
Registration Statement No. 333-178262
July 24, 2012
General Electric Capital Corporation
Pricing Term Sheet
Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
| Issuer: | General Electric Capital Corporation (“GECC”) |
| Security: | Fixed-To-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, $0.01 par value (“Series B Preferred Stock”) |
| Expected Issue Ratings*: | Baa1 / AA- (Moody’s / S&P) |
| Size: | $1,750,000,000 (17,500 shares) |
| Authorized Shares: | 17,500 shares of Series B Preferred Stock |
| Liquidation Preference: | $100,000 per share |
| Term: | Perpetual, subject to optional redemption by GECC on or after December 15, 2022, as described below |
| Dividend Rate (Non-Cumulative): | From the date of issuance to, but excluding, December 15, 2022, 6.250% per annum and from and including December 15, 2022, three-month LIBOR plus a spread of 4.704% |
| Dividend Payment Dates: | Semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2012 and ending on December 15, 2022 and, thereafter, quarterly, in arrears, on March 15, June 15, September 15, and December 15 of each year, beginning on March 15, 2023 |
| Day Count: | From the date of issuance to, but excluding, December 15, 2022, 30/360 Following Unadjusted and from and including December 15, 2022, Actual/360 Modified Following Adjusted |
| Trade Date: | July 24, 2012 |
| Settlement Date: | July 27, 2012 |
| Optional Redemption: | GECC may redeem the Series B Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after December 15, 2022 at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends to but not including the redemption date, or (ii) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event (as defined and subject to the limitations described in the Preliminary Prospectus Supplement dated July 24, 2012), at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends to but not including the redemption date. |
| Public Offering Price: | $100,000 per share |
| Underwriting Commission: | $1,000 per share |
| Net Proceeds to Issuer after Deducting Underwriting Commissions but before Offering Expenses: | $1,732,500,000 |
| Joint Book-Running Managers: |
Barclays Capital Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC UBS Securities LLC |
| Listing: | The Preferred Stock will not be listed for trading on any stock exchange or available for quoting on any national quotation system. |
| CUSIP/ISIN: | 369622SP1 / US369622SP16 |
*Note: A securities rating is not a recommendation to buy, sell or hold securities, and may be subject to change or withdrawal at any time.
GECC has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents GECC has filed with the SEC for more complete information about GECC and this offering. You may get these documents for free by visiting EDGAR at the SEC website at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Goldman, Sachs & Co. toll-free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or UBS Securities LLC toll-free at 1-877-827-6444, ext. 561 3884.