IMPORTANT NOTICE The Final Terms appearing on this website do not constitute an offer of securities for sale in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or under any relevant securities laws of any state of the United States of America, and may not be offered or sold to U.S. persons or to persons within the United States of America, except pursuant to an exemption from the Securities Act. Your right to access this service is conditional upon complying with the above requirement. DISCLAIMER: The information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only as specified in the Final Terms or in the Base Prospectus and is not intended for use and should not be relied upon by any person outside those countries and/or to whom the offer contained in the final terms is not addressed. Prior to relying on the information contained in the Final Terms, you must ascertain from the Final Terms or the Base Prospectus whether or not you are an intended addressee of the information contained therein.
(FINAL TERMS NO. 5077, PAGE 2) BASE PROSPECTUS FINAL TERMS NO. 5077 Dated April 6, 2011 Dated June 24, 2011 SUPPLEMENTAL PROSPECTUSES Dated April 27, 2011 and May 9, 2011 GENERAL ELECTRIC CAPITAL CORPORATION ISSUE OF EURO MEDIUM-TERM NOTES NOK1,000,000,000 4.500% Fixed Rate Notes Due June 30, 2016 PART A. CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Description of the Notes as set forth in the above referenced Base Prospectus and Supplemental Prospectuses which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Supplemental Prospectuses. The Base Prospectus and the Supplemental Prospectuses are available for viewing during normal office hours at the office of the Principal Paying Agent in London and copies may be obtained from the principal office of the Issuer. General Information Description of Issuer: Principal Amount (in Specified Currency): General Electric Capital Corporation NOK1,000,000,000 Trade Date: June 21, 2011 Settlement Date (Original Issue Date): June 30, 2011 Maturity Date: June 30, 2016 Price to Public (Issue Price): 99.562% Dealer s Discount or Commission: The Notes are being purchased by the Managers from the Issuer at a price of 99.237%, reflecting a management and underwriting commission of 0.3250% of the principal amount of the Notes. No selling commission will be payable to the Managers. Governing Law: Ranking: New York Senior, unsecured Interest Rate: Fixed Interest Rate Per Annum: 4.500% Interest Payment Period: Annually
(FINAL TERMS NO. 5077, PAGE 3) Fixed Interest Payment Dates: June 30 of each year, commencing on June 30, 2012 up to and including the Maturity Date. Determination Dates: Each Interest Payment Date Interest Commencement Date: June 30, 2011 Day Count Fraction: Business Day Convention: Business Days: Additional Business Centre: Actual/Actual (ICMA) Following, Unadjusted London, Oslo and New York Repayment and Redemption: Issuer Optional Redemption Date: Noteholder Optional Redemption Date: Optional Repayment: Amortizing Notes: Amortization Schedule: Dual Currency Notes: Face Amount Currency: Option Value Calculation Agent: Optional Payment Currency: Option Election Date(s): Designated Exchange Rate: Indexed Notes: Currency Base Rate: Determination Agent: Extendible Notes: Initial Maturity Date: Election Date: Final Maturity Date: Other terms and conditions: Form of Notes: Temporary global Note to Permanent global Note Temporary global Note to Definitive Notes Registered Notes available New Global Note
(FINAL TERMS NO. 5077, PAGE 4) Denominations: Redenomination: Notes will be available in denominations of NOK10,000. Issuer option to redenominate Notes: Plan of Distribution: The Notes are being purchased by the managers named below (the Managers ) in the respective amounts set forth below pursuant to a Terms Agreement among General Electric Capital Corporation, as Issuer, and the Managers to be dated on or after June 24, 2011 and executed under the Twelfth Amended and Restated Distribution Agreement dated April 6, 2011, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding and GE Capital UK Funding, on the one hand, and the Dealers named therein (the Distribution Agreement ): Managers Address Amount of Notes Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom NOK840,000,000 Royal Bank of Canada Europe Limited The Toronto-Dominion Bank 71 Queen Victoria Street, London, EC4V 4DE 60 Threadneedle Street London, EC2R 8AP United Kingdom NOK40,000,000 NOK40,000,000 Bank Vontobel AG, Zurich Bahnhofstrasse 3 8-22 Zurich NOK20,000,000 Danske Bank A/S 2-12 Holmens Kanal DK-1092 Copenhagen K Denmark NOK20,000,000 KBC Bank NV Havenlaan 12, 1080 Brussels, Belgium Zurich Cantonalbank Bahnhofstrasse 9 CH-8001 Zürich Switzerland Total NOK20,000,000 NOK20,000,000 NOK1,000,000,000 The Notes are being purchased by the Managers from the Issuer at a price of 99.237% of their principal amount. The Managers will receive a management and underwriting commission of 0.3250% of the principal amount of the Notes. No selling commission will be payable to the Managers. To the extent that any of the Managers are not named as Dealers in the Distribution Agreement, the Issuer has appointed them as Dealers thereunder for this transaction pursuant to the Terms Agreement.
(FINAL TERMS NO. 5077, PAGE 5) In connection with any issue of a Tranche of Notes, Deutsche Bank AG, London Branch (or any person acting on behalf of such person) (the Stabilizing Manager ) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is not assurance that the Stabilizing Manager (or any other person acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Tranche is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Tranche and 60 days after the date of allotment of the Tranche. Any stabilization action or over-allotment shall be conducted in accordance with all applicable laws and rules. Each of the Managers has acknowledged and agreed that the Issuer has passported the Base Prospectus and the Prospectus Supplements referred to above in each of Spain, the Netherlands, Ireland, Belgium, Luxembourg and Germany (the Public Offer Jurisdictions ) and that the Notes may be publicly offered in such jurisdictions in accordance with the selling restrictions set forth in the above-referenced Base Prospectus and under the terms set out under Part B Other Information Information in respect of Public Offers of Notes herein. Each of the Managers has further acknowledged and agreed that the Issuer will not passport the abovereferenced Base Prospectus into any other European Economic Area Member State in connection with the offering of the Notes and, accordingly, it will only offer the Notes to Qualified Investors (as defined in the Prospectus Directive) in jurisdictions other than the Public Offer Jurisdictions. LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the Issuer's Euro-Medium Term Note Programme dated April 6, 2011. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Listing: PART B. OTHER INFORMATION Listed on the Official List of the UK Listing Authority and an application has been made for the Notes to be admitted to trading on the London Stock Exchange s Regulated Market with effect on or about the Issue Date. Ratings Application has been made for rating of the Notes. The Notes are expected to be rated on or around the Issue Date as follows: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. ("S&P"): AA+ A longterm obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong. The ratings from 'AA' to 'CCC'
(FINAL TERMS NO. 5077, PAGE 6) may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. Moody's: Investors Service, Inc. ("Moody's"): Aa2 Obligations rated 'Aa' are judged to be of high quality and are subject to very low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. S&P is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009 (the "CRA Regulation"). Moody's is not established in the European Union and has not applied for registration under the CRA Regulation. However, the application for registration under the CRA Regulation of the Relevant Moody's Entities (as defined below), which are established in the European Union, disclosed the intention to endorse credit ratings of Moody's. For the purposes hereof, the "Relevant Moody's Entities" comprise: Moody s Investors Service Ltd. (including its Czech branch, Moody s Investors Service Ltd., organizační složka.); Moody s EMEA Ltd; Moody s Deutschland GmbH; Moody s France SAS; Moody s Investors Service España S.A. ; Moody s Investors Service Cyprus Ltd; and Moody s Italia S.r.l. The ratings and outlooks are subject to change during the term of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Each rating should be evaluated independently of any other rating. Actual or anticipated changes in the credit ratings may affect the trading value of the Notes; however, because the Notes' yield is dependent on various factors in addition to the Issuer's ability to pay its obligations under the Notes (as expressed by the ratings), an improvement in the Issuer's credit ratings will not reduce the investment risks related to the Notes. Notification The Base Prospectus dated April 6, 2011 and the Supplemental Prospectuses referred to above to which these Final Terms relate have been approved for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ) by the Financial Services Authority (the FSA ) in its capacity as competent authority under the Financial Services and Markets Act 2000 ( FSMA ). The Issuer has requested, and the UK Listing Authority has previously provided, the competent authorities in each of the Public Offer Jurisdictions a certificate of approval attesting that the Base Prospectus and the Supplemental Prospectuses have been drawn up in accordance with the Prospectus Directive. Interests of Natural and Legal Persons involved in the Issue So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. Reasons for the Offer
(FINAL TERMS NO. 5077, PAGE 7) Reasons for the offer: Estimated net proceeds to Issuer (in Specified Currency): Please refer to the section Use of Proceeds in the Base Prospectus NOK992,370,000 Yield 4.675% per annum (annualized Yield) Calculated as the Yield to Maturity (on an annual Actual/Actual (ICMA) basis) on the Issue Date. As set out above, the annualized yield is calculated at the Issue Date on the basis of the Issue Price of the Notes of 99.562%. The foregoing is not an indication of future yield. Information in respect of Public Offers of Notes An offer of the Notes may be made by the Managers other than pursuant to Article 3(2) of the Prospectus Directive in Ireland, the Netherlands, Luxembourg, Germany, Spain, and Belgium (the "Public Offer Jurisdictions") during the period from the date of the publication of these Final Terms on or after June 24, 2011 until June 30, 2011 ("Offer Period"). The Notes will be offered to the public in each of the Public Offer Jurisdictions in accordance with the arrangements described below. Arrangements for publication of final size of issue/offer: Time period, including any possible amendments, during which the offer will be open: Description of the application process: Details of the minimum/maximum amount of application (whether in numbers of securities or aggregate amount to invest): Method and time limits for paying up the securities and for delivery of the securities: Full description of the manner and date From the date of publication of these Final Terms on or after June 24, 2011 to the Settlement Date, during the time in which banks are generally open for business in each of the Public Offer Jurisdictions. A prospective Noteholder should contact a Manager in the applicable Public Offer Jurisdiction prior to the end of the Offer Period. A prospective Noteholder will subscribe for the Notes in accordance with the arrangements existing between such Manager and its customers relating to the subscription of securities generally. Noteholders will not be required to enter into any contractual arrangements directly with the Issuer related to the subscription for the Notes. There are no pre-identified allotment criteria. The Managers will adopt allotment criteria in accordance with customary market practices and applicable laws and regulations. The Notes will be sold on a delivery versus payment basis on the Issue Date. The Notes will be publicly offered at the Issue Price as set
(FINAL TERMS NO. 5077, PAGE 8) in which results of the offer are to be made to public: forth under General Information herein through the Managers in each of the Public Offer Jurisdictions and to Qualified Investors (as defined in the Prospectus Directive) in jurisdictions other than the Public Offer Jurisdictions. Process for notification to applicants of the amount of Notes allotted and indication whether dealing may begin before notification is made: Details of any tranche(s) reserved for specific country: Additional information applicable to the terms and conditions of the offer, if any: A prospective Noteholder will, on the Issue Date, receive 100 per cent. of the amount of Notes allocated to it during the Offer Period. Operational Information ISIN: XS0642335995 Common Code: 64233599 Intended to be held in a manner which would allow Eurosystem eligibility: Names and Addresses of Additional Paying Agent(s) (if any): The following financial institution has been appointed as the paying agent in Belgium solely in connection with the public offering of the Notes described herein in such jurisdiction: The Bank of New York Avenue des Arts 35 Kunstlaan B-1040 Brussels, Belgium Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification number(s):