Filed Pursuant to Rule 424(B)(2)

Registration No. 333-135813

 

PROSPECTUS SUPPLEMENT

(To Prospectus dated July 17, 2006)

General Electric Capital Corporation

$11,000,000,000

Variable Denomination Floating

Rate Demand Notes

GE Interest Plus

 

 

The Notes will be guaranteed by the U.S. Federal Deposit Insurance

Corporation (“FDIC”) under the FDIC’s Temporary Liquidity Guarantee Program until June 30, 2012, as

described under “The GE Interest Plus Notes — FDIC Guarantee.”

 

 

The GE Interest Plus Notes (the “Notes”) are designed to provide you with a convenient means of investing funds directly with General Electric Capital Corporation (“GE Capital”). The Notes will pay interest above the average rate of taxable U.S. money market funds. The Notes are not a money market fund, in which investors purchase an equity interest in a diversified fund consisting of investments in short term debt securities of many companies. The initial interest rate applicable to the Notes and all subsequent changes to the initial interest rate will be disclosed in pricing supplements filed with the Securities and Exchange Commission in accordance with Rule 424(b) under the Securities Act of 1933. Notes that are issued on or after November 13, 2008 and through June 30, 2009 will be guaranteed, until June 30, 2012, by the U.S. Federal Deposit Insurance Corporation, or FDIC, under the FDIC’s Temporary Liquidity Guarantee Program, subject to a limitation on the total amount of our senior unsecured debt that will be guaranteed, as described under “The GE Interest Plus Notes — FDIC Guarantee.”

 

An investment in the Notes involves risks. See “Risk Factors” on Page 1 of the accompanying prospectus. In addition, you should carefully consider the following risk factors, as well as the other information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any applicable pricing supplement.

 

 

For information regarding the GE Interest Plus Notes, please call 1-800-433-4480 or access our website at www.geinterestplus.com.

 

Please read this prospectus supplement, the accompanying prospectus and any applicable pricing supplement hereto carefully and retain for future reference.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement, the accompanying prospectus or any pricing supplement. Any representation to the contrary is a criminal offense.

 

The Notes are offered through GE Capital Markets, Inc., as agent.

 

Prospectus Supplement dated November 13, 2008.

 

TABLE OF CONTENTS

 

 

 

You should rely only on the information provided in this prospectus supplement, the accompanying prospectus and any applicable pricing supplement or incorporated by reference. We have authorized no one to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any applicable pricing supplement is accurate as of any date other than their respective dates.

 

References in this prospectus supplement to “GE Capital”, “we”, “us” and “our” are to General Electric Capital Corporation.

 

General Electric Capital Corporation (GE Capital or GECC) was incorporated in 1943 in the State of New York under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, our name was General Electric Credit Corporation. On July 2, 2001, we changed our state of incorporation to Delaware. All of our outstanding common stock is owned by General Electric Capital Services, Inc. (GE Capital Services or GECS), formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly-owned by General Electric Company (GE Company or GE). Financing and services offered by GE Capital are diversified, a significant change from the original business of GE Capital, which was, financing distribution and sale of consumer and other GE products. Currently, GE manufactures few of the products financed by GE Capital.

 

We operate in five segments described below. These operations are subject to a variety of regulations in their respective jurisdictions. Our services are offered primarily in North America, Europe and Asia.

 

Our principal executive offices are located at 3135 Easton Turnpike, Fairfield, CT, 06828-0001. At December 31, 2007, our employment totaled approximately 80,500.

 

Operating Segments

 

GE, the ultimate parent company of GE Capital, reorganized its businesses effective July 25, 2008 into five operating segments. GE believes that this new organizational structure simplifies the company and aligns businesses for growth and efficiency. As of July 25, 2008, the five operating segments are as follows:

 

 

 

As a result of our ultimate parent’s reorganization, our chief executive officer also reorganized GECC businesses into five operating segments based upon how our management allocates resources and assesses performance as follows:

 

 

During the fourth quarter of 2007, we transferred the Equipment Services business from our previous GE Industrial Products segment to the CLL segment, where a portion of the business is reported in Capital Solutions.

 

Indebtedness

 

At September 30, 2008, the Company had outstanding indebtedness totaling $531.747 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 September 30, 2008, excluding subordinated notes payable after one year, was equal to $521.192 billion.

 

Consolidated Ratio of Earnings to Fixed Charges

 

 

For purposes of computing the consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends, earnings consist of net earnings adjusted for the provision for income taxes, minority interest, interest capitalized (net of amortization) and fixed charges. Fixed charges consist of interest on all indebtedness and one-third of rentals, which we believe is a reasonable approximation of the interest factor of such rentals.

 

Interest

 

The Notes will have no stated maturity and will earn interest at floating rates, to be determined by the GE Interest Plus Committee. The rate of interest on the Notes will always be greater than the most recent seven-day average yield (non-compounded) for taxable money market funds in the United States as published in Money Fund Report^tm*, a service of iMoneyNet, Inc. (formerly IBC Financial Data, Inc.). The Notes are not a money market fund, in which investors purchase an equity interest in a diversified fund consisting of investments in short term debt securities of many companies. Rates may vary by an investor’s principal amount of Notes or other factors as determined by the GE Interest Plus Committee. Interest on the Notes will accrue daily. The rate of interest paid for any period on the Notes is not an indication or representation of future rates. Accrued interest will be credited and automatically reinvested in additional Notes monthly and will begin to accrue interest on the first day following the date of such reinvestment. If in any week the Money Fund Report^tm is not available or publication of such seven-day average yield is suspended, the seven-day average yield at such time shall be an approximately equivalent rate determined by the GE Interest Plus Committee.

 

 

Fees

 

There are no maintenance fees or charges for check redemptions, no sales loads, and no charges for investing or for ongoing management. There are fees for GE Interest Plus checks returned for insufficient funds, investment checks drawing funds from a bank account returned for insufficient funds, wire redemptions, stop payment requests, checks written for less than the $250 minimum requirement, and other unusual services, which will be directly debited from the aggregate principal amount of your Notes.

 

Investor Statements

 

You will receive regular statements (via mail or electronically) showing a summary of all of your transactions in the Notes, interest earned, the principal amount of Notes held by you at the open and close of the period, and other important information. Redemption checks on which payment has been made will not be returned to you, but the check number, date of payment and the amount of each check will be indicated on your statement. However, if you have established on-line access, you may view redemption check images on-line at the GE Interest Plus website.

 

Initial Investment Incentives

 

We may from time to time offer marketing incentives to certain investors making an initial investment in the Notes, depending on the amount of the initial investment and/or enrollment in an automatic investment option or certain payroll deduction programs. These incentives have in the

past, and may in the future, include offers to issue to initial investors an additional principal amount of Notes. Whether these or other incentives will be available at any time will be determined by the GE Interest Plus Committee in its sole discretion and will be disclosed in pricing supplements filed with the SEC in accordance with Rule 424(b) under the Securities Act of 1933.

 

Agent Bank and Servicing Agent

 

We have engaged Open Solutions, Inc. to perform recordkeeping, investor servicing and other services in connection with the Notes. We refer to Open Solutions, Inc. as the “Servicing Agent” in this prospectus supplement. We have also engaged The Huntington National Bank to process funds receipts and disbursements and related services. We refer to Huntington National Bank as the “Agent Bank” in this prospectus supplement. For these services, we pay the Agent Bank and the Servicing Agent an administrative fee.

 

FDIC Guarantee

 

The FDIC’s Debt Guarantee Program

 

On October 23, 2008, the U.S. Federal Deposit Insurance Corporation, or FDIC, adopted an Interim Rule establishing the Temporary Liquidity Guarantee Program, or the TLG Program. The TLG Program includes a Debt Guarantee Program, by which the FDIC will guarantee the payment of certain newly-issued senior unsecured debt of issuers that are “eligible entities” under the program. On November 12, 2008, the FDIC approved the application of GE Capital for designation as an eligible entity under the TLG Program. The program became effective for GE Capital on November 13, 2008 after GE Capital entered into an Eligible Entity Designation Agreement with the FDIC and General Electric Company, our ultimate parent company.

 

Under the Debt Guarantee Program, our senior unsecured debt issued on or after November 13, 2008 and through June 30, 2009, will be guaranteed by the FDIC. The FDIC guarantee will be effective only until June 30, 2012 and the Notes will not be guaranteed after that date. The total amount of our senior unsecured debt that will be covered by the FDIC guarantee is limited to 125% of the par or face value of our senior unsecured debt that was outstanding (excluding debt extended to affiliates) as of September 30, 2008 that was scheduled to mature on or before June 30, 2009. As of September 30, 2008, we had outstanding approximately $111 billion aggregate principal amount of senior unsecured debt outstanding (excluding debt extended to affiliates) that was scheduled to mature on or before June 30, 2009. Accordingly, we believe that the maximum amount of our newly-issued senior unsecured debt, including the Notes, that will be guaranteed by the FDIC under the Debt Guarantee Program is approximately $139 billion.

 

The FDIC guarantee may be subject to further interpretive decisions and rulemaking by the FDIC that could adversely affect its application to your investment in the Notes. In addition, the FDIC’S Interim Rule establishing the TLG Program is subject to uncertainty regarding timing, manner and amount of recovery under the guarantee, as described further below.

Claims Under the Debt Guarantee Program

 

The Interim Rule provides that if GE Capital were to file for bankruptcy protection, the FDIC would make payment to the holders of guaranteed Notes in an amount equal to the outstanding principal amount of guaranteed Notes plus interest to the date of filing of the bankruptcy petition. In addition, the FDIC will pay interest at the 90-day treasury bill rate if there is a delay in payment by the FDIC beyond the next business day after the date of filing of the bankruptcy petition. The FDIC is not required to make payment on the guaranteed amount for a debt asserted against a bankruptcy estate unless and until the claim for the unsecured senior debt has been determined to be an allowed claim against the bankruptcy estate and such claim is not subject to reconsideration under 11 U.S.C. § 502 (j).

 

In addition, under the Debt Guarantee Program, the holder of guaranteed Notes must timely file a bankruptcy proof of claim, or POC, in the company’s bankruptcy proceeding and present evidence of such timely filed POC in order to participate in the Debt Guarantee Program. The POC must be filed with the FDIC within 90 days of the published bar date of the bankruptcy proceeding. The claimant must identify and describe the debt it believes is subject to the FDIC guarantee under the Debt Guarantee Program.

 

To receive payment under the Debt Guarantee Program, the holder of guaranteed Notes will be required to assign its rights, title and interest in guaranteed Notes to the FDIC and to transfer its allowed claim in bankruptcy to the FDIC. If the holder of guaranteed Notes receives any distribution from the bankruptcy estate prior to the FDIC’s payment under the guarantee, the guaranteed amount paid by the FDIC will be reduced by the amount the holder has received in the distribution from the bankruptcy estate. In the case of a bankruptcy estate, the FDIC as assignee of the unsecured senior debt will be entitled to receive distributions from the liquidation or other resolution of the bankruptcy estate in accordance with 11 U.S.C. § 726 or a confirmed plan of reorganization or liquidation in accordance with 11 U.S.C. § 1129.

 

The FDIC guarantee will automatically terminate on June 30, 2012, and there are no extensions for holders of Notes that are guaranteed by the FDIC who have a valid claim under the FDIC Guarantee and who have not taken proper action with respect to such claim prior to such termination date. Since none of the foregoing procedures have been implemented in connection with performance under an FDIC guarantee under the Debt Guarantee Program, there is some uncertainty regarding the manner and timing of which a holder could receive payment and amount of recovery with respect to the debt guaranteed under the Debt Guarantee Program.

 

Investments and Redemptions under the Debt Guarantee Program

 

All investments in Notes made between November 13, 2008 and June 30, 2009, will be guaranteed by the FDIC under the Interim Rule governing the Debt Guarantee Program. If you invested in Notes prior to November 13, 2008 that are not guaranteed by the FDIC under the TLG Program, your aggregate investment in the Notes may be comprised of non-guaranteed Notes and guaranteed Notes depending on when the investments were made. If you redeem a part of your Notes, we will

redeem Notes in the same chronological order as your investments in the Notes were made, so that the longest held Notes will be redeemed first.

 

How to Invest

 

To invest in the Notes, complete an application and enclose a check for your initial investment (or, if applicable, a GE payroll deduction form). Cash, money orders, traveler’s checks, starter checks, cashier’s checks, credit card checks, foreign checks and third party checks are not acceptable. Currently, the minimum initial investment is $500, or $250 if you enroll in the “Auto Invest” service. If the principal amount of your Notes falls below these minimum investment levels, we reserve the right to redeem your Notes and return the proceeds to you, or deduct a monthly maintenance fee from the principal amount of your Notes.

 

After your initial investment in the Notes, you may invest in additional Notes at any time, without charge, by any of the following methods:

 

BY QUICK INVEST.  If you indicated on your application that you wish to participate in the “Quick Invest” service, you may instruct the Servicing Agent by telephone at any time during regular business hours to withdraw any amount of funds (minimum $25) from your pre-designated bank account and invest the funds in additional Notes through an electronic automated clearinghouse (ACH) transfer. To set up “Quick Invest,” you must have provided us with a voided blank check to verify your checking account. Your investment will be made and interest will begin to accrue on the same day your money is transferred. Investments made by ACH cannot be redeemed until the later of (1) three business days after the electronic transfer is first completed or (2) when the electronic transfer clears.

 

BY AUTO INVEST (automatic monthly investment from a bank account).  You may withdraw a fixed amount from your checking account on a monthly basis through an ACH transfer (minimum $25) and use the funds to invest in additional Notes. To set up “Auto Invest,” you must provide us with a voided blank check to verify your checking account. Your investment will be made and interest will begin to accrue on the same day your money is transferred. Investments made by ACH cannot be redeemed until the later of (1) three business days after the electronic transfer is completed or (2) when the electronic transfer clears.

 

BY CHECK MAILED TO AGENT BANK.  Mail your investment to: GE Interest Plus, P.O. Box 6293, Indianapolis, Indiana 46206-6293. Your investment will be made and interest will begin to accrue on the first business day that the Agent Bank’s processing unit receives your check provided that the check is received prior to 3:00 p.m. Eastern Time. Investments made by check cannot be redeemed until the later of (1) twelve business days after the check is first invested in the Notes or (2) when the check clears.

 

BY WIRE TRANSFER.  Wire funds to GE Interest Plus, The Huntington National Bank, Indianapolis, IN, ABA No. 274070442. Include your name and account number in the wire instruction. Wires may only be originated from a bank located in the U.S. and must be payable in U.S. dollars. Your investment will be made and you will begin earning interest on the same business day the wire is

received provided that the funds have been received by 2:30 p.m. Eastern Time. Investments made by wire transfer can be redeemed one business day after the date of credit.

 

BY DIRECT INVESTMENT OF YOUR PAYROLL, PENSION OR SOCIAL SECURITY CHECK.  You may instruct your employer or the Social Security Administration, as appropriate, to invest your entire payroll, pension or social security check directly in the Notes. Your investment will begin to accrue interest on the day it is transferred for investment in the Notes. Investments made in this manner can be redeemed one business day after the date of credit.

 

BY PAYROLL DEDUCTION.  General Electric Company, its subsidiaries, and certain other companies allow employees to have a fixed amount deducted from each paycheck (minimum $25) and invested in the Notes. (GE employees who invest in the Notes and elect payroll deduction do not need to make any initial investment). Your investment will begin to accrue interest on the business day it is transferred for investment in the Notes. Investments made by payroll deduction can be redeemed one business day after the date of credit.

 

All investments must be made in U.S. dollars drawn on a U.S. bank located in the U.S. You may change or terminate your investments by payroll deduction or other automatic investment at any time.

 

For purposes of investments in the Notes, a “business day” is a day on which both the Agent Bank and the Federal Reserve Bank of Chicago are fully open for business.

 

How To Redeem

 

You may redeem any part of your Notes at any time as described below. Interest on redeemed investments will accrue to, but not including, the date of redemption. You may redeem all of your Notes only by use of the written redemption option described below. Checks will be mailed to you automatically shortly after you make an initial investment in the Notes.

 

QUICK REDEMPTION.  If you indicated on your application, or by subsequent written request, that you wish to participate in the “Quick Redemption” service, you may instruct the Servicing Agent, through the automated telephone line or through our Account Access website, to redeem your GE Interest Plus notes (minimum of $25, maximum of $50,000) and have the proceeds transferred to your pre-designated bank checking account through an electronic automated clearinghouse (ACH) transfer. To use this option you must have provided us with a voided blank check to verify your checking account. After you enter your Quick Redemption transaction into our automated phone system or Account Access website, you will be provided with the date that the redemption proceeds will be transferred. Interest will accrue on your Notes to, but not including, the business day on which the redemption proceeds are transferred.

 

REDEMPTION BY CHECK.  You may make redemption checks payable to anyone in the amount of $250 or more. If the amount of the redemption check is less than $250, the check will be honored, but a fee of $10 will be debited from the principal amount of your Notes by the Agent Bank. If the amount of the redemption check is greater than the principal amount of your Notes, the check will not be honored and we will deduct from the principal amount of your Notes a returned check fee, in an

amount periodically determined by the GE Interest Plus Committee (currently $20). Generally, your redemption will be made on the day the Agent Bank’s processing unit receives your redemption check for payment. Even if your Notes are held jointly with someone else, only one signature will be required on a redemption check unless you have otherwise specified. The check redemption feature does not create a deposit or a banking relationship with the Agent Bank, GE Capital or General Electric Company.

 

WRITTEN REDEMPTION.  You may redeem any part of or all of your Notes by written request, including the signatures of all registered owners (including joint owners) of the Notes. A check, payable to the registered owners, for the requested amount (or in an amount equal to the principal amount of your Notes if you are redeeming all of your Notes) will be mailed to the registered noteholder’s address.

 

WIRE REDEMPTION.  You can redeem any part of your Notes, subject to a $2,500 minimum, by wire transfer if you have pre-authorized the wire redemption option. Wire redemption proceeds can only be wired to the U.S. bank account you have designated on your application. To change this designation, a written request signed by all registered owners of the Notes, with all signatures guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program 2000 (“STAMP 2000”), for example, a brokerage firm, commercial bank or other financial institution, must be submitted to the Agent Bank. Funds will be wired on the same business day as the receipt of your wire redemption request, provided that your request is received by the Agent Bank by 12:00 noon Eastern Time. Wire redemption requests received after 12:00 noon Eastern Time on any business day will be processed on the next business day. If your designated bank is not a member of the Federal Reserve system, there may be a delay in wiring funds. Each wire transfer will incur a processing charge of $15 from the Agent Bank, and may also incur an additional charge from your bank or financial institution. The Agent Bank’s records of the wire instructions are binding.

 

Optional Redemption by GE Capital

 

We may redeem, at any time at our option, all or any part of the Notes. Any partial redemption of Notes will be effected by lot, or pro rata, or by any other method that is deemed fair and appropriate by the trustee for the Notes, except that we may redeem all of the Notes not meeting guidelines established from time to time by the GE Interest Plus Committee. We will give at least 30 days prior written notice to you if we decide to redeem your Notes. The Notes (or portion thereof) being so redeemed, plus accrued and unpaid interest thereon to, but not including, the date of redemption, will be paid by check to the registered holder of the Notes, less any tax withholding, if applicable. Interest on the redeemed amount shall cease to accrue on and after the effective date of redemption.

 

The Notes are offered in the United States only, on a continuing basis through GE Capital Markets, Inc., a wholly owned subsidiary of GE Capital, acting as agent. No commissions will be paid to such agent for any sales of the Notes. We will pay the agent’s expenses incurred in connection with the offering of the Notes. GE Capital Markets, Inc. may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We have agreed to indemnify the agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that they may be required to make in connection with such indemnification. We also may from time to time designate other agents through whom Notes may be offered.

 

The Notes are being offered only to persons whose registered addresses are in the United States. If at any time your registered address is outside of the United States, we may redeem all of your Notes. See above “The GE Interest Plus Notes — Optional Redemption By GE Capital.” We reserve the right to withdraw, cancel or modify the offer to sell Notes at any time. We have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole or in part.

PROSPECTUS

 

General Electric Capital Corporation

 

Variable Denomination Floating

Rate Demand Notes

 

General Electric Capital Corporation may offer from time to time Variable Denomination Floating Rate Demand Notes (the “Notes”).

 

We will provide specific terms of these securities in supplements to this prospectus. The securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any prospectus supplement carefully before you invest.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

We may sell these securities on a continuous or delayed basis directly to purchasers, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts.

 

RISK FACTORS

 

Investing in our securities involves risks. You should carefully consider the risks described under “Risk Factors” in item 1A of our Annual Report on Form 10-K for the year ended December 31, 2005 (which description is incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus or in any prospectus supplement hereto before making a decision to invest in our securities. See “Where You Can Get More Information On GE Capital” below.

 

References in this prospectus to “GE Capital”, “we”, “us” and “our” are to General Electric Capital Corporation.

 

The date of this prospectus is July 17, 2006.

WHERE YOU CAN GET MORE INFORMATION ON GE CAPITAL

 

GE Capital files annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public from the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington D.C. located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Information on us, including our SEC filings, is also available at our Internet site at http://www.ge.com. However, the information on our Internet site is not a part of this prospectus or any prospectus supplement.

 

The SEC allows us to “incorporate by reference” into this prospectus the information in other documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering under this prospectus; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules:

 

(i) GE Capital’s Annual Report on Form 10-K for the year ended December 31, 2005; and

 

(ii) GE Capital’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

 

You may request a copy of these filings at no cost. Requests should be directed to David P. Russell, Senior Counsel, Corporate Treasury and Assistant Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone No. (203) 357-4000.

 

THE COMPANY

 

General Electric Capital Corporation was incorporated in 1943 in the State of New York under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, our name was General Electric Credit Corporation. On July 2, 2001, we changed our state of incorporation to Delaware. All of our outstanding common stock is owned by General Electric Capital Services, Inc., formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly owned directly or indirectly by General Electric Company (“GE Company”). Financing and services offered by us are diversified, a significant change from the original business of GE Capital, which was financing distribution and sale of consumer and other GE Company products. Currently, GE Company manufactures few of the products financed by us.

We operate in four of GE Company’s operating segments: GE Commercial Finance, GE Consumer Finance, GE Industrial and GE Infrastructure. These operations are subject to a variety of regulations in their respective jurisdictions.

 

Our services are offered primarily within North America, Europe and Asia. GE Capital’s principal executive offices are at 260 Long Ridge Road, Stamford, Connecticut 06927-1600 (telephone number (203) 357-4000). At December 31, 2005, our employment totaled approximately 77,500.

 

Consolidated Ratio of Earnings to Fixed Charges

 

 

Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

 

 

For purposes of computing the consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends, earnings consist of net earnings adjusted for the provision for income taxes, minority interest, interest capitalized (net of amortization) and fixed charges. Fixed charges consist of interest on all indebtedness and one-third of rentals, which we believe is a reasonable approximation of the interest factor of such rentals.

 

USE OF PROCEEDS

 

The net proceeds from the sale of the Notes will be added to the general funds of GE Capital and will be available for financing our operations.

 

CERTAIN TERMS OF THE NOTES

 

Indenture

 

The Notes are issued under an Amended and Restated Indenture dated as of January 25, 2001, between GE Capital and JPMorgan Chase Bank, N.A. The statements under this heading are subject to the detailed provisions of the Indenture, a copy of which is an exhibit to the Registration Statements filed with the SEC covering the offering of Notes. Wherever particular provisions of the Indenture or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference.

Agent Bank and Servicing Agent

 

We have engaged Union Federal Bank of Indianapolis to process funds receipts and disbursements and related services. We refer to Union Federal Bank of Indianapolis as the “Agent Bank” in this prospectus. We have also engaged Open Solutions, Inc. to perform recordkeeping, investor servicing and other services in connection with the Notes. We refer to Open Solutions, Inc. as the “Servicing Agent” in this prospectus. For these services, we pay the Agent Bank and the Servicing Agent an administrative fee.

 

General

 

The Notes are issuable in any amount and will mature on demand by you. GE Interest Plus and GE Interest Plus For Businesses constitute the same series of debt securities for all purposes of the Indenture. The Notes are unsecured and rank equally and ratably with all other unsecured and unsubordinated indebtedness of GE Capital. GE Capital has outstanding approximately $343 billion in senior, unsecured debt obligations as of March 31, 2006, that rank equally with the Notes. GE Capital has not issued any secured debt or securities that have priority over the Notes. Neither the Indenture, nor any other instrument to which GE Capital is a party, limits the principal amount of the Notes or any other indebtedness of GE Capital that may be issued. The Notes will not be subject to any sinking fund. The Notes will be issued in uncertificated form and you will not receive any certificate or other instrument evidencing the Notes other than the confirmation of your initial investment and periodic statements sent to you. All funds invested in Notes, together with interest accrued thereon, and redemptions, if any, will be recorded on a register maintained by the Servicing Agent.

 

Modification of the Indenture

 

The Indenture permits us and the trustee for the Notes, with the consent of the holders of not less than 662/3% in aggregate principal amount of the Notes at the time outstanding:

 

 

However, the Indenture provides that, unless each holder agrees, we cannot:

 

Events of Default

 

An event of default with respect to the Notes is defined in the Indenture as being:

 

 

Each year, the Indenture requires us to file with the trustee for the Notes a written statement as to the presence or absence of certain defaults under the Indenture. The trustee for the Notes shall, within 90 days after the occurrence of a default in respect of the Notes, give to the holders thereof notice of all uncured and unwaived defaults known to it (the term default to mean the events specified above without grace periods). The trustee for the Notes shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the Notes except in the case of default in the payment of principal or interest on any of the Notes. The Indenture provides that during the continuance of an event of default, either the trustee for the Notes or the holders of 25% in aggregate principal amount of the outstanding Notes may declare the principal of all such Notes to be due and payable immediately. However, under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such Notes then outstanding. The holders of a majority in principal amount of Notes then outstanding may also waive on behalf of all holders past defaults with respect to the Notes except, unless previously cured, a default in payment of principal of or interest on any of the Notes.

 

Concerning the Trustee

 

The trustee for the Notes acts as trustee under several other indentures with GE Capital, pursuant to which a number of series of senior, unsecured notes of GE Capital are presently outstanding.

 

Termination, Suspension or Modification

 

We expect that you will be able to invest in the Notes indefinitely, but we reserve the right at any time to suspend or terminate the Notes offering entirely, or from time to time to modify the procedures for investing in or redeeming the Notes in part. We also reserve the right to modify, suspend or terminate particular investment options and redemption methods. Written notice of any material modification, suspension or termination will be provided to you at least fifteen calendar days prior to the effective date.

GE Interest Plus Committee

 

The GE Interest Plus Committee consists of officers of GE Capital designated by our Board of Directors. The Committee has the full power and authority to amend procedures and options for investing in and redeeming the Notes as described above under “Termination, Suspension, or Modification.” The Committee may also interpret applicable provisions, adopt rules and regulations and make certain determinations regarding the Notes. The members of the Committee are our Senior Vice President, Corporate Treasury and Global Funding Operation and two of our Vice Presidents and Assistant Treasurers. Alternate members of the Committee may also serve from time to time. Members of the Committee receive no additional compensation for Committee services.

 

Taxes

 

Payments of interest on the Notes will be taxable in the year in which such interest is accrued or received (in accordance with the holder’s method of tax accounting), regardless of whether such interest is reinvested. No part of such interest is excludible from taxable income. Backup withholding and information reporting requirements may apply to certain non-corporate U.S. holders. The interest income also may be subject to taxation by some state and local governments. Holders of Notes that are not corporations will receive a statement from the Servicing Agent each year that states the full amount reported to the Internal Revenue Service as taxable income.

 

The U.S. Federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders should consult their own tax advisors with respect to the tax consequences to them of the ownership and disposition of the Notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

 

PLAN OF DISTRIBUTION

 

The Notes are offered in the United States only, on a continuing basis through GE Capital Markets, Inc., a wholly owned subsidiary of GE Capital, acting as agent. No commissions will be paid to such agent for any sales of the Notes. We will pay the agent’s expenses incurred in connection with the offering of the Notes. GE Capital Markets, Inc. may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We have agreed to indemnify the agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that they may be required to make in connection with such indemnification. We also may from time to time designate other agents through whom Notes may be offered.

 

The Notes are being offered only to persons or businesses whose registered addresses are in the United States. If at any time your registered address is outside of the United States, we may redeem all of your Notes. We reserve the right to withdraw, cancel or modify the offer to sell Notes at any time. We have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole, or in part.

NASD Regulations

 

GE Capital Markets, Inc. is an affiliate of GE Capital and participates as an agent in the distribution of the securities issued pursuant to this prospectus. Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. imposes certain requirements when a NASD member such as GE Capital Markets, Inc. distributes an affiliated company’s securities. As a result, we will conduct any offering in which GE Capital Markets, Inc. acts as agent in compliance with the applicable requirements of Rule 2720. The maximum compensation we will pay to underwriters in connection with any offering of the securities will not exceed 8% of the maximum proceeds of such offering.

 

LEGAL OPINION

 

David P. Russell, Senior Counsel, Corporate Treasury and Assistant Secretary of GE Capital will provide an opinion for us regarding the validity of the Notes. Mr. Russell beneficially owns or has rights to acquire an aggregate of less than 0.01% of GE Company’s common stock.

 

EXPERTS

 

The consolidated financial statements and schedule of GE Capital as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 incorporated herein by reference from GE Capital’s Annual Report on Form 10-K for the year ended December 31, 2005 have been so incorporated by reference herein in reliance upon the report dated February 10, 2006, also incorporated by reference herein, of KPMG LLP, an independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.

 

You should rely only on the information contained in this document or that we have otherwise referred you to. We have not authorized anyone else to provide you with information that is different. We are not making an offer of these Notes in any state where the offer is not permitted. The information in this document is current only as of the date of this document, regardless of the time of delivery of this document or any sale of the Notes.

 

For Additional Information Concerning

GE Interest Plus, write to:

GE Interest Plus

P.O. Box 6294

Indianapolis, IN 46206-6294

 

For Current Rates and Other Information:

Call 1-800-433-4480 or visit us at

www.geinterestplus.com

GE Interest Plus^®

 

General Electric
Capital Corporation

 

$11,000,000,000

 

Variable Denomination
Floating Rate Notes

 

Prospectus
Supplement
November 13, 2008