PROSPECTUS
 

Filed Pursuant to Rule 433

 

Dated March 29, 2007

 

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/Pricing Effective Time:

March 29, 2007

Settlement Date (Original Issue Date):

April 3, 2007

Maturity Date:

May 5, 2026

Principal Amount:

US$150,000,000.00

Price to Public (Issue Price):

100.232%

Agents Commission:

0.40%

All-in Price:

99.832%

Accrued Interest:

$1,363,250.00

Net Proceeds to Issuer:

US$151,111,250.00

Interest Rate Basis (Benchmark):

LIBOR, as determined by LIBOR Telerate

Index Currency:

U.S. Dollars

Spread (plus or minus):

Plus 0.38%

Re-Offer Spread (plus or minus):

Plus 0.36%

Index Maturity:

Three Months

Index Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on each May 5, August 5 and November 5 and February 5 of each year, commencing May 5, 2007 (short first coupon) and ending on the Maturity Date

 

 

Page 2

Filed Pursuant to Rule 433

Dated March 29, 2007

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 Dates:

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.

Call Dates (if any):

N/A

Call Notice Period:

N/A

Put Dates (if any):

N/A

Put Notice Period:

N/A

CUSIP:

36962GW75

ISIN:

US36962GW752

Common Code:

025393949

Additional Information:

Plan of Distribution:

The Notes are intended to be fully fungible and be consolidated and form a single issue for all purposes with the Company's issues of US$600,000,000 and US$150,000,000 Floating Rate Notes due May 5, 2026 as described in the Company's pricing supplements number 4347 dated May 2, 2006 and 4355 dated May 4, 2006, respectively.

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 0.40% 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.

 

 

Page 3

Filed Pursuant to Rule 433

Dated March 29, 2007

Registration Statement: No. 333-132807

Additional Information:

General

At December 31, 2006, the Company had outstanding indebtedness totaling $425.713 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, 2006, excluding subordinated notes payable after one year, was equal to $420.811 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,

2002

2003

2004

2005

2006

1.43

1.77

1.87

1.70

1.64

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, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley at 1-866-718-1649 or Investor Communications of the issuer at 1-203-357-3950.