PROSPECTUS

Dated September 17, 2007

 

Filed Pursuant to Rule 433

 

Registration Statement No. 333-132807

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Fixed Rate Notes)

Issuer:

General Electric Capital Corporation

Ratings:

Aaa/AAA

Trade Date:

September 17, 2007

Settlement Date (Original Issue Date):

September 20, 2007

Maturity Date:

September 20, 2013

Interest Rate:

5.400 %

Principal Amount:

US$100,000,000.00

Price to Public (Issue Price):

99.798 %

Agents Commission:

0.175%

All-in Price:

99.623 %

Net Proceeds to Issuer:

$99,623,000

Accrued Interest:

N/A

Benchmark:

4.125% US Treasury Note due August 31, 2012

Spread to Benchmark:

Plus 1.22%

Interest Payment Dates:

Semi-Annually on March 20th and September 20th, commencing March 20, 2008 and ending on the maturity date.

Day Count Convention:

30/360

Denominations:

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

Call Dates (if any):

N/A

Call Notice Period:

N/A

Put Dates (if any):

N/A

Put Notice Period:

N/A

CUSIP:

36962G3F9

 

 

Page 2

Dated September 17, 2007

Filed Pursuant to Rule 433

Registration Statement No. 333-132807

Plan of Distribution:

The Notes are being purchased by Wachovia Capital Markets, LLC (the "Underwriter"), as principal, at 99.798% of the aggregate principal amount less an underwriting discount equal to 0.175% of the principal amount of the Notes.

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

Reopening of Issue:

The Notes are intended to be fully fungible and be consolidated and form a single issue for all purposes with the Company's issue of US$500,000,000 Fixed-Rate Notes due September 20, 2013 as described in the Company's pricing supplement number 4656 dated September 13, 2007.

Additional Information:

General

At June 30, 2007, the Company had outstanding indebtedness totaling $461.381 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 June 30, 2007, excluding subordinated notes payable after one year, was equal to $456.421 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,

Six Months Ended

2002

2003

2004

2005

2006

June 30, 2007

1.43

1.77

1.87

1.70

1.64

1.44

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.

 

 

 

 

Page 3

Dated September 17, 2007

Filed Pursuant to Rule 433

Registration Statement No. 333-132807

 

 

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 participating in the offering will arrange to send you the prospectus if you request it by calling Wachovia Capital Markets, LLC at 1-866-289-1262 or Investor Communications of the issuer at 1-203-357-3950.