| Filed Pursuant to Rule 433 | |
| Dated February 3, 2012 | |
| Registration Statement No. 333-178262 | |
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 and in the Prospectus and Prospectus Supplement pursuant to which these notes are issued.
| Issuer: | General Electric Capital Corporation |
| Trade Date: | February 3, 2012 |
| Settlement Date (Original Issue Date): | February 8, 2012 |
| Maturity Date: | January 9, 2015 |
| Principal Amount: | US $400,000,000 |
| Price to Public (Issue Price): | 102.499% |
| Agents Commission: | 0.20% |
| All-in Price: | 102.299% |
| Accrued Interest: | US $692,777.78 |
| Net Proceeds to Issuer: | US $409,888,777.78 |
| Treasury Benchmark: | 0.25% due January 15, 2015 |
| Treasury Yield: | 0.325% |
| Spread to Treasury Benchmark: | Plus 0.95% |
| Reoffer Yield: | 1.278% |
| Interest Rate Per Annum: | 2.150% |
| Interest Payment Dates: | Semi-annually on the 9th day of each January and July, commencing July 9, 2012 and ending on the Maturity Date |
| Day Count Convention: | 30/360, Following Unadjusted |
| Business Day Convention: | New York |
| Page 2 | |
| Filed Pursuant to Rule 433 | |
| Dated February 3, 2012 | |
| Registration Statement No. 333-178262 |
| 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: | 36962G5M2 |
| ISIN: | US36962G5M22 |
| Plan of Distribution: |
The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 102.499% of the aggregate principal amount less an underwriting discount equal to 0.20% of the principal amount of the Notes.
|
Institution Lead Managers: |
Commitment | ||
| Barclays Capital Inc. | $150,000,000 | ||
| CastleOak Securities, L.P. | $50,000,000 | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | $200,000,000 | ||
| Total | $400,000,000 |
The Issuer has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended
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 Issuer’s issue of US$2,000,000,000 aggregate principal amount of Senior Unsecured Fixed Rate Notes due January 9, 2015 as described in the Issuer’s pricing supplement number 5257 dated January 4, 2012.
| Page 3 | |
| Filed Pursuant to Rule 433 | |
| Dated February 3, 2012 | |
| Registration Statement No. 333-178262 |
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.