PROSPECTUS
 

Filed Pursuant to Rule 433

 

Dated March 11, 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:

March 11, 2008

Settlement Date (Original Issue Date):

March 14, 2008

Maturity Date:

February 1, 2011

Principal Amount:

US $75,000,000.00

Price to Public (Issue Price):

100.00%

Agents Commission:

0.090%

All-in Price:

99.91%

Accrued Interest:

US $322,820.75

Net Proceeds to Issuer:

US $75,255,320.75

Interest Rate Basis (Benchmark):

LIBOR, as determined by LIBOR Reuters

Index Currency:

U.S. Dollars

Coupon (plus or minus):

Plus 0.450%

Spread (plus or minus):

Plus 0.466%

Index Maturity:

Three Months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on the 1st day of each February, May, August, and November, commencing May 1st, 2008 (short first coupon) and ending on the Maturity Date

 

 

Page 2

Filed Pursuant to Rule 433

Dated March 11, 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:

36962G3Q5

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 0.090% of the principal amount of the Notes.

Institution

Lead Manager:

Commitment

Morgan Stanley & Co. Incorporated

$75,000,000

Total

$75,000,000

 

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

 

 

 

Page 3

Filed Pursuant to Rule 433

Dated March 11, 2008

Registration Statement: No. 333-132807

Additional Information:

Reopening of Issue

The Notes are intended to be fully fungible and be consolidated and form a single issue for all purposes with the Issuers issue of US$ 2,400,000,000 principal amount of Floating Rate Notes due February 1, 2011 as described in the Issuers pricing supplement number 4731 dated February 1, 2008.

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 Morgan Stanley & Co. Incorporated at 1-866-718-1649 or Investor Communications of the issuer at 1-203-357-3950.