Microsoft Word 11.0.6568;PROSPECTUS Pricing Supplement No.: 4439 March 29, 2006 Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT Dated September 18, 2006 March 29, 2006 Registration Statement No. 333-132807 GENERAL ELECTRIC CAPITAL CORPORATION GLOBAL MEDIUM-TERM NOTES, SERIES A (FLOATING RATE NOTES) ISSUER: General Electric Capital Corporation RATINGS: Aaa/AAA TRADE DATE/PRICING EFFECTIVE TIME: September 18, 2006 SETTLEMENT DATE (ORIGINAL ISSUE September 21, 2006 DATE): MATURITY DATE: October 21, 2010 PRINCIPAL AMOUNT: US$275,000,000 PRICE TO PUBLIC (ISSUE PRICE): 100.159% AGENTS COMMISSION: 0.20% ALL-IN PRICE: 99.959% ACCRUED INTEREST: US$2,661,694.44 NET PROCEEDS TO ISSUER: US$277,548,944.44 (which includes accrued interest) INTEREST RATE BASIS LIBOR, as determined by LIBOR Telerate (BENCHMARK): INDEX CURRENCY: U.S. Dollars SPREAD (PLUS OR MINUS): Plus 0.10% INDEX MATURITY: Three Months INDEX PAYMENT PERIOD: Quarterly INTEREST PAYMENT DATES: Quarterly on each January 21, April 21, July 21, and October 21 of each year, commencing October 21, 2006 and ending on the Maturity Date INITIAL INTEREST RATE: To be determined two London Business Days prior to each Interest Reset Date INTEREST RESET PERIODS Quarterly on each Interest Payment Date AND DATES: Page 2 Dated September 18, 2006 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-132807 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: 36962GS70 ISIN: US36962GS701 COMMON CODE: 023355582 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 issues of US$1,000,000,000, US$150,000,000 and US$300,000,000 principal amount of Floating Rate Notes due October 21, 2010 as described in the Issuers pricing supplements numbered 4240, 4406 and 4436, respectively and dated October 18, 2005, August 3, 2006 and September 13, 2006, respectively. PLAN OF DISTRIBUTION: The Notes are being purchased by Morgan Stanley & Co. Incorporated. and Citigroup Capital Markets Inc. (collectively, the "Underwriters"), as principal, at 100.159% of the aggregate principal amount less an underwriting discount equal to 0.20% of the principal amount of the Notes. Institution Commitment LEAD MANAGERS: Morgan Stanley & Co. Incorporated $175,000,000 Citigroup Capital Markets Inc. $100,000,000 Total $275,000,000 ------------ THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Page 3 Dated September 18, 2006 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-132807 ADDITIONAL INFORMATION: At June 30, 2006, the Company had outstanding indebtedness totaling $382.374 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, 2006, excluding subordinated notes payable after one year, was equal to $379.581 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 ---------------------- June 30, 2001 2002 2003 2004 2005 2006 ---- ---- ---- ---- ---- ---- 1.56 1.62 1.71 1.82 1.66 1.62 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.