PROSPECTUS
 

Filed Pursuant to Rule 433

 

Dated February 26, 2008

 

Registration Statement: No. 333-132807

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior, Unsecured Floating Rate Notes)

Issuer:

General Electric Capital Corporation

Ratings:

Aaa/AAA

Trade Date:

February 26, 2008

Settlement Date (Original Issue Date):

February 29, 2008

Maturity Date:

February 26, 2010

Principal Amount:

US$1,300,000,000

Price to Public (Issue Price):

100%

Agents Commission:

0.06%

All-in Price:

99.94%

Net Proceeds to Issuer:

US$1,299,220,000

Interest Rate Basis (Benchmark):

LIBOR, as determined by LIBOR Telerate or any successor service thereof

Index Currency:

U.S. Dollars

Coupon:

Plus 0.40%

Index Maturity:

Three Months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on the 26th day of each February, May, August and November, commencing May 27, 2008 and ending on the Maturity Date

 

 

Page 2

Filed Pursuant to Rule 433

Dated February 26, 2008

Registration Statement: No. 333-132807

Initial Interest Rate:

To be determined two London Business Days prior to the Original Issue Date

Interest Reset Periods and Dates:

Quarterly on each Interest Payment Date

Interest Determination Date:

Quarterly, two London Business Days prior to each Interest Reset Date

Day Count Convention:

Actual/360

Denominations:

Minimum of $1,000 with increments of $1,000 thereafter

CUSIP:

36962G3R3

ISIN:

US36962G3R37

Additional Information:

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 100.00% of the aggregate principal amount less an underwriting discount equal to 0.060% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

JP Morgan Securities Inc.

$433,333,334

Lehman Brothers, Inc.

$433,333,333

Morgan Stanley & Co. Incorporated

$433,333,333

Total

$1,300,000,000

 

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

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Page 3

Filed Pursuant to Rule 433

Dated February 26, 2008

Registration Statement: No. 333-132807

General

At December 31, 2007, the Company had outstanding indebtedness totaling $496.00 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, 2007, excluding subordinated notes payable after one year, was equal to $484.93 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,

2003

2004

2005

2006

2007

1.73

1.83

1.67

1.63

1.56

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.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, the issuer or the Underwriter will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities Inc. at 1-212-834-4533, Lehman Brothers Inc. at 1-888-603-5847, Morgan Stanley & Co. Incorporated at 1-866-718-1649 or Investor Communications of the issuer at 1-203-357-3950.