gecc8k9508.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported) September
5, 2008
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General
Electric Capital Corporation
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-6461
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13-1500700
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3135
Easton Turnpike, Fairfield, Connecticut
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06828-0001
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (203)
373-2211
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
As
previously reported, in January 2005, the staff of the U.S. Securities and
Exchange Commission (SEC) informed GE that it had commenced an investigation and
requested certain documents and information with respect to the use of hedge
accounting for derivatives by GE and us. In August 2005, the SEC staff advised
GE that the SEC had issued a formal order of investigation in the matter. The
SEC investigation is continuing and the SEC staff has taken testimony in this
matter and has requested information about other GE accounting policies and
practices, including items related to revenue recognition and our cash flow
presentations.
We and GE
continue to cooperate with the ongoing SEC investigation and to discuss the
investigation and issues arising in that investigation and our internal review
of certain accounting matters with the SEC staff with a goal of completing our
review and resolving these matters. As part of this process, GE has had
preliminary discussions with the SEC staff concerning resolution of these
matters. On September 4, 2008, the SEC staff issued a “Wells notice” advising GE
that it is considering recommending to the SEC that it bring a civil injunctive
action against GE for possible violations of the securities laws. GE has been
informed that the issues the staff may recommend that the SEC pursue relate to
the application of SFAS 133 in 2002 and 2003 with respect to accounting for
derivatives formerly used to hedge the risk of interest rate changes related to
commercial paper and for certain derivatives in which a fee was a part of the
consideration for the derivative; a change in 2002 in GE’s accounting for
profits on certain aftermarket spare parts primarily in its Aviation business;
certain 2003 and earlier transactions involving financial intermediaries in its
Rail business; and historical accounting for revenue recognition on product
sales subject to in-transit risk of damage, principally in its Healthcare,
Infrastructure and Industrial segments. We and GE have already disclosed these
items in previously filed SEC reports, including their effects on particular
periods and corrected our financial statements with respect to each of them. The
cumulative effect of these items on GE’s financial statements was a reduction in
net earnings by approximately $300 million in the period from 2001 through
December 31, 2007. We and GE have implemented a number of remedial actions and
internal control enhancements, also as described in our SEC reports. All of
these items were reviewed or discussed with KPMG, which audited our financial
statements throughout the periods in question.
GE
disagrees with the SEC staff with respect to this recommendation and understand
that it will have the opportunity to discuss the matter with the staff and to
address the issues through the Wells process with the full Commission. If the
Commission were to authorize an action against GE, it could seek an injunction
against future violations of provisions of the federal securities laws,
including potentially Sections 13(a), 13(b), and 10(b) of the Exchange Act and
Section 17(a) of the Securities Act, the imposition of penalties, and other
relief within the Commission’s authority. GE anticipates that it will engage in
further discussions with the SEC staff, including discussion of potential
resolution of the matter. If GE were to resolve the matter, it
would neither admit nor deny the proposed allegations but would agree
to the resolution and entry of an injunction. There can be no assurance
that GE and the SEC would reach agreement on a proposed settlement as a result
of our discussions.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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General
Electric Capital Corporation
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(Registrant)
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Date:
September 5, 2008
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/s/
Jamie S. Miller
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Jamie
S. Miller
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Senior
Vice President and Controller
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