Obligation General Electric Finance 5.125% ( XS0213823619 ) en GBP

General Electric Finance

100 % ▼

Etas-Unis

XS0213823619 ( en GBP )

5.125% par an ( paiement annuel )

03/03/2015 - Obligation échue

Prospectus brochure de l'obligation General Electric Capital XS0213823619 en GBP 5.125%, échue

1 000 GBP

500 000 000 GBP

General Electric Capital était la branche de services financiers de General Electric, offrant un large éventail de services financiers aux entreprises et aux consommateurs, avant d'être largement démantelée et vendue entre 2004 et 2015.

L'obligation General Electric Capital (XS0213823619), émise aux États-Unis pour un montant total de 500 000 000 GBP, échéant le 03/03/2015 avec un coupon de 5,125% payable annuellement par tranche minimale de 1 000 GBP, a été remboursée à son échéance au prix de 100%.

OFFERING CIRCULAR
The date of this Offering Circular is May 21, 2004

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 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,
1963-2003 of Ireland)
1963-2003 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 ("GECEF") and GE Capital UK Funding
("GECUKF" together with GECEF, 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"). Notes
issued by an Issuer other than GE Capital will be unconditionally and irrevocably guaranteed by GE Capital (in such capacity, the
"Guarantor"). Each Issuer will offer these Notes in series and tranches as described in this Offering Circular and in any currency, subject to
applicable laws and regulations.
The following terms may apply to the Notes. Each relevant Issuer will provide the final terms for each Note in a pricing supplement (each a
"Pricing Supplement").

·
Notes will mature in 9 months or more from the issue date.
·
Notes may be subject to redemption at the option of the relevant Issuer or repayment at the option of the holder.
·
Notes will bear interest at either a fixed or a floating rate. The floating rate formula may be based on:

° CD
Rate
° LIBOR

°
Commercial Paper Rate
°
EURIBOR
°
Eleventh District Cost of Funds Rate
°
Treasury Rate
°
Federal Funds Rate
°
Prime Rate

·
Notes may also be issued as indexed notes, dual currency notes or amortizing notes.
·
Notes generally will be issued in bearer form, although Notes may also be issued in registered form.
·
Each relevant Issuer will pay interest on the Notes on the dates specified in the applicable Pricing Supplement.
·
Notes generally may not be sold within the United States or to U.S. persons.

Application has been made to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") for Notes issued under this Euro
Medium-Term Note Programme (the "Programme") during the period of twelve months from the date hereof to be listed on the
Luxembourg Stock Exchange and, consequently, this Offering Circular may be used for the purposes of listing Notes issued under the
Programme on the Luxembourg Stock Exchange during such twelve month period. Applications have also 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 Notes issued under this Programme during the period of twelve months from the date hereof to be admitted to
the official list maintained by the U.K. 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 market for listed
securities. Admission to the Official List of the UK Listing Authority together with admission to the London Stock Exchange's market for
listed securities will constitute official listing on the London Stock Exchange. Application has also been made by each of the Irish Issuers to
the Irish Stock Exchange Limited (the "Irish Stock Exchange") for Notes issued by each of the Irish Issuers under the Programme during
the period of twelve months after the date hereof to be admitted to the official list of the Irish Stock Exchange (the "Official List of the Irish
Stock Exchange"). Notes may also be listed on the official segment of the stock market of Euronext Amsterdam N.V. ("Euronext
Amsterdam"), the Singapore Exchange Securities Trading Limited (the "Singapore Stock Exchange") or on or by such other stock
exchange, competent listing authority and/or quotation system, in each case as specified in the applicable Pricing Supplement. 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 will be set forth in a Pricing Supplement which, with
respect to Notes to be listed on the Luxembourg Stock Exchange and/or admitted to the Official List of the UK Listing Authority and/or the
Official List of the Irish Stock Exchange, will be delivered to the Luxembourg Stock Exchange, the London Stock Exchange or the Irish
Stock Exchange, as the case may be, on or before the date of issue of such Notes.

For the purposes of the admission of Notes to the Official List of the UK Listing Authority, this Offering Circular comprises listing
particulars (the "UK Listing Particulars") issued in compliance with the listing rules made under section 74 of the FSMA (the "UK Listing
Rules"). Copies of these UK Listing Particulars approved by the UK Listing Authority as required by the FSMA have been delivered for
registration to the Registrar of Companies in England and Wales in accordance with section 83 of the FSMA. Copies of each Pricing
Supplement (in the case of Notes to be admitted to the Official List of the UK Listing Authority) will be available from FT Business
Research Centre operated by FT Interactive Data at Fitzroy House, 13-17 Epworth Street, London EC2A 4DL, United Kingdom and from the
specified office set out below of each of the Paying Agents. The relevant Pricing Supplement will indicate the stock exchange, competent
authority(ies) and/or quotation system(s), if any, on or by which each Tranche of Notes will be listed, quoted and/or traded.

For the purposes of the admission of Notes to the Official List of the Irish Stock Exchange, this Offering Circular (excluding any information
incorporated by reference herein) comprises listing particulars (the "Irish Listing Particulars") issued in compliance with the Irish
European Communities (Stock Exchange) Regulations, 1984 (as amended) (the "Irish Regulations") for the purpose of giving information
with regard to the issue during the period of twelve months after the date of this document of Notes under this Programme. A copy of the
Irish Listing Particulars has been delivered for registration to the Registrar of Companies in Ireland in accordance with regulation 13(1) of
the Irish Regulations.

The Singapore Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions or reports contained
in this Offering Circular. Admission to the Official List of the Singapore Stock Exchange is not to be taken as an indication of the merits of
the Issuers or the Notes.

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 43 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"). Notes issued under the Programme may be rated or unrated. Where Notes are rated, such
rating(s) may 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.

The Notes are being offered on a continuing basis by each Issuer through the Dealers named below. The Dealers have agreed to use their best
efforts to solicit offers to purchase the Notes issued from time to time. Each Issuer also may sell Notes to any Dealer acting as principal for
resale to investors or other purchasers. Each Issuer also has reserved the right to sell Notes directly to or through additional dealers and to
investors on its own behalf. Each Issuer reserves the right to withdraw, cancel or modify any offer made hereby without notice. Each Issuer
may reject any offer, or any Dealer, if it receives an offer, may reject any unreasonable offer, to purchase Notes, in whole or in part.

Barclays Capital
Credit Suisse First Boston
GE Capital Bank
Goldman Sachs International
Merrill Lynch International
UBS Investment Bank
ii

IMPORTANT NOTICE

The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor accept responsibility for the
information contained in this Offering Circular and in any applicable Pricing Supplement with respect to such Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor. To the best of the knowledge and belief of the relevant Issuer and (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor (having taken reasonable care to ensure that such is the case) such
information is (and with respect to any Pricing Supplement, will be) in accordance with the facts and does not (and with respect to any
Pricing Supplement, will not) omit anything likely to affect the import of such information.

Any reference in this Offering Circular to UK Listing Particulars means this Offering Circular excluding all information incorporated by
reference herein. Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor has confirmed that any
information incorporated by reference, including any such information to which readers of this document are expressly referred, has not been
and does not need to be included in the UK Listing Particulars to satisfy the requirements of the FSMA or the Listing Rules. Each Issuer and
(in the case of Notes issued by an Issuer other than GE Capital) the Guarantor believe that none of the information incorporated in this
Offering Circular by reference conflicts in any material respect with the information included in these UK Listing Particulars.

None of the Dealers has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness of the information contained
in this Offering Circular or any other information provided by the Issuers and (in the case of Notes issued by an Issuer other than GE Capital)
the Guarantor is connection with the Notes. No Dealer accepts liability in relation to the information contained in this Offering Circular or
any other information provided by the Issuers and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor in
connection with the Notes.

No person has been authorized by the Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor to give any
information or to make any representation not contained or incorporated by reference in or not consistent with this Offering Circular, any
Pricing Supplement or any other financial statements or further information supplied pursuant to the Notes and, if given or made, such
information or representation should not be relied upon as having been authorized by the Issuer, the Guarantor (in the case of Notes issued by
an Issuer other than GE Capital) or any Dealer.

Neither this Offering Circular nor any other information supplied in connection with the Notes is intended to provide the basis of any credit
or any other evaluation and should not be considered as a recommendation by the Issuers, the Guarantor or any of the Dealers that any
recipient of this Offering Circular or any other information supplied in connection with the Notes should purchase any of the Notes. Each
investor contemplating purchasing any of the Notes should make its own independent investigation of the financial condition and affairs, and
its own appraisal of the creditworthiness, of the Issuers and the Guarantor. Neither this Offering Circular nor any other information supplied
in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuers, the Guarantor or any of the Dealers to any
person to purchase any Notes other than the Notes described in the relevant Pricing Supplement to this Offering Circular relating thereto.

The delivery of this Offering Circular does not at any time imply that the information contained herein concerning the Issuers or the
Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Notes is correct
as of any time subsequent to the date indicated in the document containing the same. None of the Dealers undertakes to review the financial
condition or affairs of the Issuers or the Guarantor and their affiliates during the life of the Programme. Investors should review, inter alia,
the most recent financial statements of the Guarantor and, if applicable, the Issuers, when deciding whether or not purchase any of the Notes.

This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see
"Documents Incorporated by Reference"). This Offering Circular shall, save as specified herein, be read and construed on the basis that
such documents are so incorporated and form part of this Offering Circular but not part of the UK Listing Particulars or the Irish Listing
Particulars.

GEC Canada Funding does not prepare financial statements for distribution to the public pursuant to any Canadian securities regulatory
requirements. However, GEC Canada Funding has agreed that, at the request of any holder of Notes issued by such Issuer, it will provide to
such holder a copy of the annual unaudited, unconsolidated financial statements, prepared in conformity with accounting principles generally
accepted in Canada, with abbreviated notes of such Issuer. Such requests should be directed to the offices of the Paying Agent (as defined
below) in London or Luxembourg.

The distribution of this Offering Circular and the offer of sale of Notes may be restricted by law in certain jurisdictions. Persons into whose
possession this Offering Circular or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there
are restrictions on the distribution of this Offering Circular and the offer or sale of the Notes in the United States of America, the United
Kingdom, Japan, Germany, the Netherlands and Singapore (see "Plan of Distribution").

In connection with an offering of any Tranche of Notes under the Programme described herein, the Dealer (if any) disclosed as the
stabilizing manager in the applicable Pricing Supplement or any person acting for such Dealer, may over-allot or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period.
However, there may be no obligation on the stabilizing manager or any agent of such stabilizing manager to do this. Such
stabilization, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilizing,
if any, shall be in compliance with all relevant laws and regulations.

iii

TABLE OF CONTENTS
SUPPLEMENTARY LISTING PARTICULARS ....................................................................................................................
1
AVAILABLE INFORMATION ...............................................................................................................................................
1
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................
1
DESCRIPTION OF GE CAPITAL...........................................................................................................................................
3
CAPITALIZATION OF GE CAPITAL....................................................................................................................................
5
DESCRIPTION OF GEC AUSTRALIA FUNDING................................................................................................................
7
CAPITALIZATION AND INDEBTEDNESS OF GEC AUSTRALIA FUNDING.................................................................
8
DESCRIPTION OF GEC CANADA FUNDING .....................................................................................................................
9
CAPITALIZATION AND INDEBTEDNESS OF GEC CANADA FUNDING ......................................................................
9
DESCRIPTION OF GE CAPITAL EUROPEAN FUNDING..................................................................................................
10
CAPITALIZATION AND INDEBTEDNESS OF GE CAPITAL EUROPEAN FUNDING...................................................
11
DESCRIPTION OF GE CAPITAL UK FUNDING .................................................................................................................
12
CAPITALIZATION AND INDEBTEDNESS OF GE CAPITAL UK FUNDING ..................................................................
13
USE OF PROCEEDS ................................................................................................................................................................
14
DESCRIPTION OF NOTES .....................................................................................................................................................
15
DESCRIPTION OF THE GUARANTEE .................................................................................................................................
40
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES.........................................................................
40
RISKS FACTORS.....................................................................................................................................................................
43
TAX CONSIDERATIONS .......................................................................................................................................................
45
AUSTRALIAN EXCHANGE CONTROLS AND OTHER AUSTRALIAN LIMITATIONS AFFECTING HOLDERS......
51
EUROPEAN UNION SAVINGS TAX DIRECTIVE...............................................................................................................
52
PLAN OF DISTRIBUTION......................................................................................................................................................
53
LEGAL OPINIONS ..................................................................................................................................................................
59
GENERAL INFORMATION....................................................................................................................................................
59
GLOSSARY..............................................................................................................................................................................
63
ANNEX A--FORM OF FIXED RATE NOTE PRICING SUPPLEMENT............................................................................. A-1
ANNEX B--FORM OF FLOATING RATE NOTE PRICING SUPPLEMENT..................................................................... B-1
ANNEX C--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR GE CAPITAL....................................
CORPORATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 ............................................. C-1
ANNEX D--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR GE CAPITAL....................................
AUSTRALIA FUNDING PTY LTD FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 ............... D-1
ANNEX E--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR GE CAPITAL ....................................
EUROPEAN FUNDING FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003.................................. E-1
ANNEX F--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR GE CAPITAL ....................................
UK FUNDING FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 .................................................
F-1

iv

SUPPLEMENTARY LISTING PARTICULARS
In connection with the listing of the Notes issued under the Programme on the Luxembourg Stock Exchange, the Singapore
Stock Exchange and, where applicable, the Irish Stock Exchange, and for so long as any Notes remain outstanding and listed
on such exchanges, each Issuer will, in the event of any material adverse change in the business or financial condition of any
such Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor, as the case may be, or material
change in the Terms and Conditions of the Notes (as set out below under "Description of Notes") or the Programme in each
case that is not reflected in this Offering Circular, prepare a further supplement to this Offering Circular or publish a new
Offering Circular for use in connection with any subsequent issue of Notes to be listed on the Luxembourg Stock Exchange,
the Singapore Stock Exchange and, where applicable, the Irish Stock Exchange. If the terms of the supplement modify or
amend the Offering Circular in such a manner as to make the Offering Circular, as so supplemented, inaccurate or misleading,
a new Offering Circular will be prepared.

In connection with Notes listed on the Official List of the UK Listing Authority and admitted to trading by the London Stock
Exchange, each Issuer undertakes to comply with sections 81 and 83 of the FSMA and confirms that, if at any time after
publication of these UK Listing Particulars:
(a)
there is a significant change affecting any matter contained in these UK Listing Particulars the inclusion of which was
required by section 80 of the FSMA or by the Listing Rules; or
(b)
a significant new matter arises, the inclusion of information in respect of which would have been so required if it had
arisen when these UK Listing Particulars were prepared,
then such Issuer shall give to the Dealers full information about such change or matter and shall publish such supplementary
listing particulars as may be required by the UK Listing Authority and shall otherwise comply with the Listing Rules and the
FSMA in that regard.

AVAILABLE INFORMATION
GE Capital is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the
"1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission
(the "Commission" or the "SEC"). Such reports and other information can be viewed and copies can be obtained at the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, U.S.A. at prescribed rates. The
Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission, including GE Capital. Reports and other
information concerning GE Capital can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005, U.S.A., on which certain of the Company's securities are listed.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to from part of, this Offering Circular (although they do
not form part of the UK Listing Particulars or the Irish Listing Particulars):

(a)
the most recent Annual Report on Form 10-K of GE Capital, as amended by Form 10-K/A, filed with the
Commission pursuant to the 1934 Act ("Form 10-K");

(b)
the Current Report on Form 8-K of GE Capital filed with the Commission on March 30, 2004;

(c)
any other reports filed by GE Capital with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act and the rules and regulations thereunder subsequent to the date of the financial statements included in
the Annual Report on Form 10-K specified in sub-paragraph (a) above and including, without limitation, any
Quarterly Report on Form 10-Q, provided, however, that GE Capital is not incorporating by reference any
information furnished to the Commission under either Item 9 or Item 12 of any Current Report on Form 8-K
unless, and except to the extent, specified in any such Current Report on Form 8-K;

(d)
the audited financial statements for the years ended December 31, 2003 and 2002 of GEC Australia Funding;

(e)
any annual, audited financial statements of GEC Australia Funding that are finalized after the date of this
Offering Circular from the date of filing of such documents with the relevant stock exchange;

(f)
the audited financial statements for the year ended December 31, 2003 of GECEF;

1

(g)
any annual, audited financial statements of GECEF that are finalized after the date of this Offering Circular from
the date of filing of such documents with the relevant stock exchange;

(h)
the audited financial statements for the year ended December 31, 2003 of GECUKF; and

(i)
any annual, audited financial statements of GECUKF that are finalized after the date of this Offering Circular
from the date of filing of such documents with the relevant stock exchange.

Copies of reports set out in items (a) and (b) above may be reviewed on the internet at
www.ge.com/en/company/investor/secfilings.htm. Copies are also available, without charge, from GE Corporate Investor
Communications, 3135 Easton Turnpike, Fairfield, CT06828-0001, U.S.A. Alternatively, reports filed with the SEC may be
viewed or obtained at the SEC Public Reference Room in Washington, D.C. or at www.sec.gov.

Websites referred to in this Offering Circular do not form part of the UK Listing Particulars or the Irish Listing Particulars.
GEC Canada Funding does not prepare financial statements for public distribution pursuant to any Canadian securities
regulatory requirements. See "Financial Information Relating to GEC Canada Funding" herein.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for the purposes of this Offering Circular to the extent that a
statement contained herein (or in any subsequently filed document incorporated or deemed to be incorporated by reference
herein) modifies or supersedes such statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Circular.

Each Issuer hereby undertakes to provide free of charge to each person, including any beneficial owner of a Note, to whom a
copy of this Offering Circular has been delivered, on the written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference herein, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into such documents. All such documents
incorporated by reference in this Offering Circular may be obtained free of charge. Such requests should be directed to (a) the
specified office of the Luxembourg Listing Agent, Kredietbank S.A. Luxembourgeoise, 43, Boulevard Royal, L-2955
Luxembourg, Attention: Listing Department; or (b) to the principal office of the Principal Paying Agent, JPMorgan Chase
Bank, at Trinity Tower, 9 Thomas More Street, London E1W 1YT, United Kingdom; or (c) to the offices of the Irish paying
agent (the "Irish Paying Agent") J.P. Morgan Bank (Ireland) p.l.c, J.P. Morgan House, I.F.S.C, Dublin 1, Ireland. Such
documents will also be available for inspection at the offices of the Luxembourg Listing Agent, the Principal Paying Agent
and/or the Irish Paying Agent.

Documents incorporated by reference in this Offering Circular have not been submitted to the clearance procedure of Euronext
Amsterdam or any other exchange, competent listing authority and/or quotation system in Amsterdam.

2

DESCRIPTION OF GE CAPITAL

GE Capital 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, the name of GE Capital was General Electric Credit Corporation. On July 2, 2001, GE Capital changed its state of
incorporation to the State of Delaware under the Delaware General Corporation Law (Title 8), U.S.A., with authentication
number 1221631. All outstanding common stock of GE Capital is owned by General Electric Capital Services, Inc. ("GE
Capital Services"), 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 GE Capital are
diversified, a significant change from the original business of GE Capital, that is, financing distribution and sale of consumer
and other GE Company products. GE Company manufactures few of the products financed by GE Capital.
GE Capital operates in four key operating segments: Commercial Finance, Consumer Finance, Equipment & Other Services
and Insurance. These operations are subject to a variety of regulations in their respective jurisdictions.
Services of GE Capital are offered primarily in the United States, Canada, Europe and the Pacific Basin. GE Capital's
principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927-1600 (telephone number (203)
357-4000). At December 31, 2003, GE Capital employed approximately 83,700 persons and had approximately 2,500
subsidiaries.
On January 1, 2004, GE Capital simplified its organization. The segments most affected by this change are:
· Commercial Finance the combination of Commercial Finance and the Fleet Services business that was previously part
of Equipment Management; and
· Equipment & Other Services the combination of Equipment Management and the All Other GECS segments.
The Directors of GE Capital, their respective business addresses, their position in GE Capital or its affiliates and their principal
activities are:

Name
Business Address
Principal Activities
David L. Calhoun ......................................
GE Aircraft Engines
Chief Executive Officer
1 Neumann Way
Cincinnati, OH 45215
James A. Colica.........................................
GE Capital Corporation
Senior Vice President
260 Long Ridge Road
Global Risk Management
Stamford, CT 06927
Dennis D. Dammerman .............................
GE Company
Vice Chairman and
3135 Easton Turnpike
Executive Officer
Fairfield, CT 06431
Brackett B. Denniston ...............................
GE Company
Vice President,
3135 Easton Turnpike
General Counsel
Fairfield, CT 06431
Arthur H. Harper .......................................
GE Equipment Management
President and Chief
260 Long Ridge Road
Executive Officer
Stamford, CT 06927
Jeffrey R. Immelt.......................................
General Electric Company
Chairman and Chief
3135 Easton Turnpike
Executive Officer
Fairfield, CT 06431
Robert A. Jeffe ..........................................
General Electric Company
Senior Vice President
3135 Easton Turnpike
Corporate Business
Fairfield, CT 06431
Development
John H. Myers ...........................................
GE Asset Management
Chairman and President
3003 Summer Street, 7th Fl
Stamford, CT 06905
Michael A. Neal ........................................
GE Commercial Finance
President and Chief
260 Long Ridge Road
Executive Officer
Stamford, CT 06927
David R. Nissen.........................................
GE Consumer Finance
President and Chief
260 Long Ridge Road
Executive Officer
Stamford, CT 06927

3

James A. Parke ..........................................
GE Capital Corporation
Vice Chairman & Chief
260 Long Ridge Road
Financial Officer
Stamford, CT 06927
Ronald R. Pressman...................................
Employers Reinsurance Company
Chairman, President &
5200 Metcalf
Chief Executive Officer
Overland Park, KS 66204
John M. Samuels .......................................
General Electric Company
Vice President & Senior
3135 Easton Turnpike
Counsel, Corporate Taxes
Fairfield, CT 06431
Keith S. Sherin ..........................................
General Electric Company
Sr. Vice President,
3135 Easton Turnpike
Finance, and Chief
Fairfield, CT 06431
Financial Officer
Robert C. Wright .......................................
National Broadcasting Company
President and Chief
30 Rockefeller Plaza
Executive Officer
New York, NY 10112
All of the directors of GE Capital are officers of GE Capital, GE Capital Services or GE Company.

4

CAPITALIZATION OF GENERAL ELECTRIC CAPITAL CORPORATION

The following table sets forth the capitalization and indebtedness of GE Capital and its consolidated affiliates, consisting of
borrowings and equity, at December 31, 2003 and March 31, 2004. Certain information set out in this table has been excerpted
from, and should be read in the context of, the financial data, including the audited financial statements and certain related
notes, of GE Capital and its consolidated affiliates for the fiscal year ended December 31, 2003 which is set forth in Annex C
to this Offering Circular. The financial data reproduced in Annex C hereto have been derived from, and should be read in
conjunction with, the Annual Report of GE Capital on Form 10-K for the fiscal year ended December 31, 2003 and the Current
Report of Form 8-K filed on March 30, 2004, copies of which may be obtained as described under "Documents Incorporated
By Reference". Certain information set out in this table has been excerpted from, and should be read in the context of, the
financial data, including the unaudited financial statements and certain related notes, of GE Capital and its consolidated
affiliates for the quarter ended March 30, 2004 contained in the Quarterly Report on Form 10-Q filed on May 4, 2004, copies
of which may be obtained as described under "Documents Incorporated By Reference".
(Unaudited)
Outstanding at
Outstanding at

December 31, 2003
March 31, 2004

(Dollar amounts in
(Dollar amounts in
millions)
millions)
Liabilities and Shareowner's Equity

Borrowings 1 2 3 :

Short-term borrowings
$ 126,105
$134,575
Senior long-term borrowings

159,616
158,739
Subordinated long-term borrowings

963
963
Total Borrowings

286,684
294,277
Accounts Payable
14,124
13,785
Insurance liabilities, reserves and annuity benefits
100,449
101,559
Consolidate, liquidating securitization entities
25,721
22,855
Other liabilities
20,700
19,998
Deferred income
10,411
12,415
Total Liabilities
458,089
464,889

Minority interest in equity of consolidated affiliates
2,098
2,584

Equity:

Variable cumulative preferred stock-par value $100, liquidation preference $100,000
per share (33,000 shares authorized and 26,000 shares outstanding)
3
3
Common stock, $4.00 par value (4,166,000 shares authorized and 3,985,403 shares
outstanding)

16
16
Additional paid-in capital

14,236
14,602
Retained earnings

29,445
30,708
Accumulated gains/(losses)-net:

Investment securities

1,538
2,973
Currency translation adjustments

2,621
2,541
Derivatives qualifying as hedges

(1,618)
(1,617)
Total equity

46,241
49,226
Total capitalization4
$ 506,428
$ 516,699

The details on the issued share capital of GE Capital, and the movement in shareholder funds, may be found in Note 16 of Annex
C hereto.
1
Approximately $700 million of subordinated notes issued by GE Capital is guaranteed by GE Company.
Approximately $175 million of indebtedness which GE Capital assumed in connection with the acquisition of Heller
Financial, Inc. in 2001 is guaranteed by General Electric Capital Services, Inc. No other indebtedness is guaranteed.
All of GE Capital's indebtedness is unsecured.
2
As at December 31, 2003, GE Capital had contingent liabilities (including approximately 266 guarantees) of
approximately $10.5 billion as a result of liquidity support obligations, credit support obligations, indemnification
agreements and contingent consideration. Further details on GE Capital's contingent liabilities may be found in Note 21
of the financial data set out in Annex C hereto.
3
GE Capital provides guarantees to its affiliated companies in the ordinary course of business. GE Capital records
liabilities, as disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the Current
Report on Form 8-K filed on March 30, 2004, for such guarantees based on its best estimate of probable losses, which

5

considers amounts recoverable under recourse provisions. For the fiscal year ended December 31, 2003, GE Capital
recorded liabilities of approximately $111 million in respect of such probable losses. Further details on GE Capital's
guarantees may be found in Note 21 of the financial data set out in Annex C hereto. As at December 31, 2003, GE
Capital issued approximately 266 guarantees.
4
There are no other factors that have materially affected the capitalization and indebtedness of GE Capital since
December 31, 2003. Except as otherwise disclosed above, there have been no material changes in the capitalization or
indebtedness, or contingent liabilities and guarantees of GE Capital and its consolidated affiliates considered as a whole
since March 31, 2004.

6