General Electric Capital Corporation (Incorporated Under the Laws of the State of Delaware, United States of America)
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PROSPECTUS The date of this Prospectus is April 4, 2007 General Electric Capital Corporation (Incorporated under the laws of the State of Delaware, United States of America) GE Capital Australia Funding Pty. Ltd. GE Capital Canada Funding Company (A.B.N. 67085675467) (Incorporated under the laws of Nova Scotia, Canada) (Incorporated with limited liability under the laws of Australia and registered in Victoria) GE Capital European Funding GE Capital UK Funding (Incorporated with unlimited liability under the Companies Acts, (Incorporated with unlimited liability under the Companies Acts, 1963-2006 of Ireland) 1963-2006 of Ireland) Euro Medium-Term Notes and Other Debt Securities Due from 9 Months or More from Date of Issue _________________ General Electric Capital Corporation ("GE Capital"), GE Capital Australia Funding Pty. Ltd. ("GEC Australia Funding"), GE Capital Canada Funding Company ("GEC Canada Funding"), GE Capital European Funding and GE Capital UK Funding (together with GE Capital European Funding, the "Irish Issuers" and each an "Irish Issuer") (GE Capital, GEC Australia Funding, GEC Canada Funding and the Irish Issuers, with each affiliate of GE Capital that is designated in the future as an additional issuer, each an "Issuer" and, collectively, the "Issuers") may offer at various times Euro Medium-Term Notes and Other Debt Securities (together, the "Notes") under this Euro Medium Term Note Programme (the "Programme"). Notes issued by an Issuer other than GE Capital will be unconditionally and irrevocably guaranteed by GE Capital (in such capacity, the "Guarantor") on either a senior or subordinated basis. Each Issuer will offer Notes in series and tranches as described in this Prospectus and in any currency, subject to any applicable laws and regulations. The Issuers have also prepared a registration document (the "Registration Document") for use in connection with the issue of Notes under the Programme. Notes issuable under the Programme by way of the Registration Document shall be documented in a securities note (the "Securities Note"). The Registration Document and any Securities Note prepared in connection therewith do not form part of this Prospectus. In relation to each separate issue of Notes issued under this Euro Medium Term Note Programme (the "Programme"), the price and amount of such Notes will be determined by the relevant Issuer and the relevant Dealer at the time of the issue in accordance with prevailing market conditions. Application has been made to the Financial Services Authority in its capacity as competent authority under Part VI of the Financial Services and Markets Act 2000 (the "FSMA") (the "UK Listing Authority") for this Prospectus to be approved for use in connection with Notes issued by means of this Prospectus under this Programme during the period of twelve months from the date hereof to be admitted to the official list maintained by the UK Listing Authority (the "Official List of the UK Listing Authority") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market and have been admitted to the Official List. The London Stock Exchange’s Gilt Edged and Fixed Interest Market is a regulated market for the purposes of Directive 93/22/EC (the "Investment Services Directive"). Notes may also be listed by the Singapore Exchange Securities Trading Limited (the "Singapore Stock Exchange") or listed on, or admitted to trading on or by, such other stock exchange(s), competent authority(ies) and/or market(s), in each case as specified in the applicable Final Terms (as defined herein). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined herein) of Notes, together with certain other information required by Directive 2003/71/EC (the "Prospectus Directive") will be set forth in the applicable final terms (the "Final Terms") which, with respect to Notes to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market, will be delivered to the UK Listing Authority and the London Stock Exchange on or before the date of issue of such Notes. Copies of each Final Terms will be available from the specified office of the Principal Paying Agent. The Singapore Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Prospectus. Admission of the Notes to the official list of the Singapore Stock Exchange is not to be taken as an indication of the merits of any applicable Issuer, the Guarantor or the Notes of any Series so admitted. 270925_4 Notes issued by any of the Irish Issuers having a maturity of less than one year constitute commercial paper for the purposes of, and are issued in accordance with, an exemption granted by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland. An investment in Notes issued by an Irish Issuer with a maturity of less than one year will not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland. The Irish Issuers are not and will not be regulated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial Services Authority of Ireland by virtue of the issue of Notes under the Programme. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. See "Risk Factors" on page 7 for a discussion of certain risks that should be considered in connection with an investment in the Notes. The Programme has been rated by Moody's Investors Service Limited ("Moody's") and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. ("S&P"). The Notes of each Tranche issued under the Programme may be rated or unrated. Where Notes of a Tranche are rated, such rating(s) will not necessarily be the same as the rating(s) assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Senior Notes issued under the Programme are, unless otherwise specified in the applicable Final Terms, expected to be rated Aaa by Moody’s and AAA/A-1+ by S&P. Notes issued under this Programme may be offered on a continuing basis by the Issuers through the Dealers named below. The Dealers have agreed to use their best efforts to solicit offers to purchase any Notes issued from time to time. Each Issuer may also sell Notes to any Dealer acting as principal for resale to investors or other purchasers. Each Issuer also reserves the right to sell Notes directly to or through additional dealers and to investors on its own behalf, subject in each case to all applicable laws and regulations. Barclays Capital Credit Suisse GE Money Bank Goldman Sachs International Merrill Lynch International UBS Investment Bank ii IMPORTANT NOTICE This Prospectus comprises a base prospectus (a "Base Prospectus") for the purposes of Article 5.4 of the Prospectus Directive. With respect to GE Capital the information contained within the whole of this Prospectus constitutes GE Capital’s Base Prospectus. The Base Prospectus in respect of each issuer other than GE Capital (each a "Subsidiary Issuer") includes all information contained within this Prospectus except for any information relating to any other Subsidiary Issuer. This Prospectus has been approved by the UK Listing Authority as a Base Prospectus for the purposes of Article 5 of the Prospectus Directive and Part VI of the FSMA. This Base Prospectus is not a prospectus for purposes of Section 12(a)(2) or any other provision of or rule under the Securities Act. All information contained or incorporated by reference herein which relates to or refers to General Electric Company, the ultimate parent company of each of the Issuers, has been extracted from reports and other information filed with the United States Securities and Exchange Commission (the "Commission" or the "SEC"). GE Capital confirms that all such information has been accurately reproduced and that, so far as GE Capital is aware, and is able to ascertain from information published by General Electric Company, no facts have been omitted which would render such information inaccurate or misleading in any material respect. Each Issuer (and in the case of Notes issued by a Subsidiary Issuer, the Guarantor) (each, a "Responsible Person" and together, the "Responsible Persons") accepts responsibility for the information contained in its Base Prospectus as described above, and the information contained in any applicable Final Terms.