| Filed Pursuant to Rule 433 |
| Dated October 12, 2011 |
| Registration Statement No. 333-156929 |
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Senior Unsecured Fixed Rate Notes)
Investing in these notes involves risks. See "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission.
| Issuer: | General Electric Capital Corporation |
| Trade Date: | October 12, 2011 |
| Settlement Date (Original Issue Date): | October 17, 2011 |
| Maturity Date: | October 17, 2016 |
| Principal Amount: | US $1,250,000,000 |
| Price to Public (Issue Price): | 99.881% |
| Agents Commission: | 0.325% |
| All-in Price: | 99.556% |
| Net Proceeds to Issuer: | US $1,244,450,000 |
| Treasury Benchmark: | 1.000% due September 30, 2016 |
| Treasury Yield: | 1.156% |
| Spread to Treasury Benchmark: | Plus 2.22% |
| Reoffer Yield: | 3.376% |
| Interest Rate Per Annum: | 3.350% |
| Interest Payment Dates: | Semi-annually on the 17th day of each April and October, commencing April 17, 2012 and ending on the Maturity Date |
| Day Count Convention: | 30/360, Following Unadjusted |
| Page 2 |
| Filed Pursuant to Rule 433 |
| Dated October 12, 2011 |
| Registration Statement No. 333-156929 |
| Denominations: | Minimum of $1,000 with increments of $1,000 thereafter. |
| Call Notice Period: | None |
| Put Dates (if any): | None |
| Put Notice Period: | None |
| CUSIP: | 36962G5H3 |
| ISIN: | US36962G5H37 |
| Common Code: | 069423183 |
Plan of Distribution:
The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 99.881% of the aggregate principal amount less an underwriting discount equal to 0.325% of the principal amount of the Notes.
|
Institution Lead Managers: |
Commitment | |
| Barclays Capital Inc. | $197,917,000 | |
| Citigroup Global Markets Inc. | $197,917,000 | |
| Credit Suisse Securities (USA) LLC | $197,917,000 | |
| Deutsche Bank Securities Inc. | $197,916,000 | |
| J.P. Morgan Securities LLC | $197,916,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $197,916,000 | |
| Co-Managers: | ||
| Blaylock Robert Van, LLC | $12,501,000 | |
| CastleOak Securities, L.P. | $12,500,000 | |
| Lebenthal & Co., LLC | $12,500,000 | |
| Samuel Ramirez & Company, Inc. | $12,500,000 | |
| The Williams Capital Group, L.P. | $12,500,000 | |
| Total | $1,250,000,000 | |
| Page 3 |
| Filed Pursuant to Rule 433 |
| Dated October 12, 2011 |
| Registration Statement No. 333-156929 |
The Issuer has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Additional Information
General
At the quarter ended June 30, 2011, we had outstanding indebtedness totaling $387.429 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year, and excluding bank deposits and non-recourse borrowings of consolidated securitization entities. The total amount of outstanding indebtedness at June 30, 2011, excluding subordinated notes and debentures payable after one year, was equal to $375.476 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 |
||||
| 2006 | 2007 | 2008 | 2009 | 2010 | June 30, 2011 |
| 1.66 | 1.59 | 1.24 | .85 | 1.13 | 1.57 |
For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which we believe 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 participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. at 1-877-858-5407, Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, J.P. Morgan Securities LLC collect at (212) 834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322.