10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to ___________
_____________________________ Commission file number 1-6461 _____________________________
GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of registrant as specified in its charter)

Delaware	13-1500700
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3135 Easton Turnpike, Fairfield, Connecticut	06828-0001
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code)(203) 373-2211

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No þ

At April 24, 2008, 3,985,403 shares of voting common stock, which constitute all of the outstanding common equity, with a par value of $14 per share were outstanding.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.

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General Electric Capital Corporation

Part I – Financial Information	Page
Item 1. Financial Statements
Condensed Statement of Current and Retained Earnings	3
Condensed Statement of Financial Position	4
Condensed Statement of Cash Flows	5
Notes to Condensed, Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 4. Controls and Procedures	24
Part II – Other Information
Item 6. Exhibits	24
Signatures	26

Forward-Looking Statements

This document contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could adversely or positively affect our future results include: the behavior of financial markets, including fluctuations in interest and exchange rates and commodity and equity prices; the commercial and consumer credit environment; the impact of regulation and regulatory, investigative and legal actions; strategic actions, including acquisitions and dispositions; future integration of acquired businesses; future financial performance of major industries which we serve, including, without limitation, the air and rail transportation, energy generation, media, real estate and healthcare industries; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.

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Part I. Financial Information

Item 1. Financial Statements

General Electric Capital Corporation and consolidated affiliates

Condensed Statement of Current and Retained Earnings

(Unaudited)

	Three months ended March 31
(In millions)	2008			2007
Revenues
Revenues from services (note 3)	$	16,801		$	15,745
Sales of goods		367			32
Total revenues		17,168			15,777
Costs and expenses
Interest		6,081			5,179
Operating and administrative		4,560			4,208
Cost of goods sold		317			25
Investment contracts, insurance losses and insurance annuity benefits		143			166
Provision for losses on financing receivables		1,349			1,004
Depreciation and amortization		2,121			1,914
Minority interest in net earnings of consolidated affiliates		36			104
Total costs and expenses		14,607			12,600
Earnings from continuing operations before income taxes		2,561			3,177
Provision for income taxes		(70	)		(297	)
Earnings from continuing operations		2,491			2,880
Loss from discontinued operations, net of taxes (note 2)		(56	)		(401	)
Net earnings		2,435			2,479
Dividends		(1,130	)		(2,974	)
Retained earnings at beginning of period		40,513			37,551
Retained earnings at end of period	$	41,818		$	37,056

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Condensed Statement of Financial Position

(In millions)	March 31, 2008				December 31, 2007
	(Unaudited)
Assets
Cash and equivalents		$	9,556			$	8,623
Investment securities			21,505				20,740
Inventories			69				63
Financing receivables – net (note 5)			411,322				380,004
Other receivables			29,762				28,721
Property, plant and equipment, less accumulated amortization of $25,547
and $24,468			64,794				63,692
Goodwill (note 6)			26,962				25,251
Other intangible assets – net (note 6)			3,949				4,074
Other assets			82,961				82,515
Assets of discontinued operations (note 2)			7,338				6,703
Total assets		$	658,218			$	620,386
Liabilities and equity
Short-term borrowings (note 7)		$	192,770			$	186,770
Accounts payable			15,856				14,575
Long-term borrowings (note 7)			337,795				309,233
Investment contracts, insurance liabilities and insurance annuity benefits			13,100				12,311
Other liabilities			27,655				25,683
Deferred income taxes			5,845				7,637
Liabilities of discontinued operations (note 2)			1,791				1,340
Total liabilities			594,812				557,549
Minority interest in equity of consolidated affiliates			1,930				1,607
Capital stock			56				56
Accumulated gains (losses) – net
Investment securities			(526	)			(25	)
Currency translation adjustments			8,477				7,368
Cash flow hedges			(2,427	)			(749	)
Benefit plans			(92	)			(105	)
Additional paid-in capital			14,170				14,172
Retained earnings			41,818				40,513
Total shareowner’s equity			61,476				61,230
Total liabilities and equity		$	658,218			$	620,386

The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and benefit plans constitutes “Accumulated nonowner changes other than earnings,” and was $5,432 million and $6,489 million at March 31, 2008, and December 31, 2007, respectively.

See accompanying notes.

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General Electric Capital Corporation and consolidated affiliates

Condensed Statement of Cash Flows

(Unaudited)

(In millions)	Three months ended March 31
	2008			2007
Cash flows – operating activities
Net earnings	$	2,435		$	2,479
Loss from discontinued operations		56			401
Adjustments to reconcile net earnings to cash provided from operating activities
Depreciation and amortization of property, plant and equipment		2,121			1,914
Increase in accounts payable		703			1,322
Provision for losses on financing receivables		1,349			1,004
All other operating activities		(2,923	)		(4,918	)
Cash from operating activities – continuing operations		3,741			2,202
Cash from operating activities – discontinued operations		430			200
Cash from operating activities		4,171			2,402
Cash flows – investing activities
Additions to property, plant and equipment		(2,914	)		(3,975	)
Dispositions of property, plant and equipment		3,177			2,590
Increase in loans to customers		(88,381	)		(77,389	)
Principal collections from customers – loans		77,072			72,095
Investment in equipment for financing leases		(6,291	)		(5,911	)
Principal collections from customers – financing leases		4,581			6,392
Net change in credit card receivables		2,153			4,834
Payments for principal businesses purchased		(12,652	)		(3,534	)
Proceeds from principal business dispositions		4,305			1,102
All other investing activities		(1,760	)		(4,895	)
Cash used for investing activities – continuing operations		(20,710	)		(8,691	)
Cash used for investing activities – discontinued operations		(418	)		(215	)
Cash used for investing activities		(21,128	)		(8,906	)
Cash flows – financing activities
Net increase (decrease) in borrowings (maturities of 90 days or less)		3,532			(3,228	)
Newly issued debt
Short-term (91 to 365 days)		331			599
Long-term (longer than one year)		35,554			28,173
Non-recourse, leveraged lease		57			–
Repayments and other debt reductions
Short-term (91 to 365 days)		(18,385	)		(11,530	)
Long-term (longer than one year)		(2,342	)		(3,141	)
Non-recourse, leveraged lease		(348	)		(386	)
Dividends paid to shareowner		(1,130	)		(2,974	)
All other financing activities		633			24
Cash from financing activities – continuing operations		17,902			7,537
Cash from (used for) financing activities – discontinued operations		–			–
Cash from financing activities		17,902			7,537
Increase in cash and equivalents		945			1,033
Cash and equivalents at beginning of year		8,907			9,849
Cash and equivalents at March 31		9,852			10,882
Less cash and equivalents of discontinued operations at March 31		296			162
Cash and equivalents of continuing operations at March 31	$	9,556		$	10,720

See accompanying notes.

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Notes to Condensed, Consolidated Financial Statements (Unaudited)

1. Our financial statements are prepared in conformity with the U.S. generally accepted accounting principles (GAAP). Preparing financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. These statements include all adjustments (consisting of normal recurring accruals) that we considered necessary to present a fair statement of our results of operations, financial position and cash flows. The results reported in these condensed, consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. It is suggested that these condensed, consolidated financial statements be read in conjunction with the financial statements and notes thereto included in our latest shareowner’s Annual Report on Form 10-K. See note 1 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2007. That note discusses consolidation and financial statement presentation. We have reclassified certain prior-period amounts to conform to the current-period’s presentation.

All of the outstanding common stock of General Electric Capital Corporation (GE Capital or GECC) is owned by General Electric Capital Services, Inc. (GECS), all of whose common stock is owned, directly or indirectly, by General Electric Company (GE Company or GE). Our financial statements consolidate all of our affiliates – companies that we control and in which we hold a majority voting interest. Details of total revenues and segment profit by operating segment can be found on page 17 of this report.

Unless otherwise indicated, information in these notes to condensed, consolidated financial statements relates to continuing operations.

We label our quarterly information using a calendar convention, that is, first quarter is labeled as ending on March 31, second quarter as ending on June 30, and third quarter as ending on September 30. It is our longstanding practice to establish interim quarterly closing dates using a fiscal calendar, which requires our businesses to close their books on either a Saturday or Sunday, depending on the business. The effects of this practice are modest and only exist within a reporting year. The fiscal closing calendar from 1993 through 2013 is available on our website, www.ge.com/secreports.

Accounting changes

On January 1, 2008, we adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) 157, Fair Value Measurements, and SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities. See note 8.

2. Discontinued operations comprised our Japanese personal loan business (Lake), our U.S. mortgage business (WMC), GE Life and Genworth Financial, Inc. (Genworth). Associated results of operations, financial position and cash flows are separately reported as discontinued operations for all periods presented.

WMC

In December 2007, we completed the sale of our U.S. mortgage business. In connection with the transaction, certain contractual obligations and potential liabilities related to previously sold loans were retained. WMC revenues from discontinued operations were $5 million and $(453) million in the first quarters of 2008 and 2007, respectively. In total, WMC’s losses from discontinued operations, net of taxes, were $7 million and $380 million in the first quarters of 2008 and 2007, respectively.

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Lake

In September 2007, we committed to a plan to sell our Lake business. We made the decision to sell this business upon determining that, despite restructuring, Japanese regulatory limits for interest charges on unsecured personal loans did not permit us to earn an acceptable return. We are actively pursuing a buyer and expect to complete the sale of this business by the end of the third quarter of 2008. Lake revenues from discontinued operations were $245 million and $302 million in the first quarters of 2008 and 2007, respectively. In total, Lake’s losses from discontinued operations, net of taxes, were $47 million and $19 million in the first quarters of 2008 and 2007, respectively.

Insurance

In total, loss from discontinued operations, net of taxes, was $2 million in both the first quarters of 2008 and 2007.

Summarized financial information for discontinued operations is shown below.

	Three months ended March 31
(In millions)	2008			2007
Operations
Total revenues	$	250		$	(151	)
Loss from discontinued operations before
income taxes	$	(77	)	$	(676	)
Income tax benefit		21			275
Loss from discontinued operations, net of taxes	$	(56	)	$	(401	)

	At
(In millions)	3/31/08		12/31/07
Assets
Cash and equivalents	$	296	$	284
Financing receivables – net		5,751		5,138
Other		1,291		1,281
Assets of discontinued operations	$	7,338	$	6,703

	At
(In millions)	3/31/08		12/31/07
Liabilities
Liabilities of discontinued operations	$	1,791	$	1,340

Assets and liabilities at March 31, 2008, and December 31, 2007, were primarily at our Lake business.

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3. Revenues from services are summarized in the following table.

	Three months ended March 31
(In millions)	2008		2007
Interest on loans	$	6,473	$	5,559
Equipment leased to others		3,795		3,739
Fees		1,329		1,374
Investment income		605		752
Financing leases		1,149		1,111
Real estate investments		1,157		1,085
Associated companies		469		418
Gross securitization gains		288		571
Other items		1,536		1,136
Total	$	16,801	$	15,745

4. The balance of “unrecognized tax benefits,” the amount of related interest and penalties we have provided and what we believe to be the range of reasonably possible changes in the next 12 months, were:

	At
(In millions)	3/31/08		12/31/07
Unrecognized tax benefits	$	2,918	$	2,964
Portion that, if recognized, would reduce tax expense and effective tax rate(a)		1,477		1,540
Accrued interest on unrecognized tax benefits		615		548
Accrued penalties on unrecognized tax benefits		58		55
Reasonably possible reduction to the balance of unrecognized tax benefits in
succeeding 12 months		0-350		0-350
Portion that, if recognized, would reduce tax expense and effective tax rate(a)		0-50		0-100

(a) Some portion of such reduction might be reported as discontinued operations.

The IRS is currently auditing the GE consolidated income tax returns for 2003-2005, a substantial portion of which include our activities. In addition, certain other U.S. tax deficiency issues and refund claims for previous years remain unresolved. It is reasonably possible that the 2003-2005 U.S. audit cycle will be completed during the next 12 months, which could result in a decrease in our balance of unrecognized tax benefits. We believe that there are no other jurisdictions in which the outcome of unresolved issues or claims is likely to be material to our results of operations, financial position or cash flows. We further believe that we have made adequate provision for all income tax uncertainties.

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5. Financing receivables – net, consisted of the following.

	At
(In millions)	3/31/08			12/31/07
Loans, net of deferred income	$	341,013		$	310,229
Investment in financing leases, net of deferred income		74,722			74,082
		415,735			384,311
Less allowance for losses		(4,413	)		(4,307	)
Financing receivables – net(a)	$	411,322		$	380,004

(a) Included $9,365 million and $9,708 million related to consolidated, liquidating securitization entities at March 31, 2008, and December 31, 2007, respectively.

6. Goodwill and other intangible assets – net, consisted of the following.

	At
(In millions)	3/31/08		12/31/07
Goodwill	$	26,962	$	25,251
Intangible assets subject to amortization		3,949		4,074
Total	$	30,911	$	29,325

Changes in goodwill balances follow.

	2008
(In millions)	GE Commercial Finance			GE Money		GE Infrastructure(a)		Total
Balance January 1		$	14,445	$	10,273	$	533	$	25,251
Acquisitions/purchase accounting
adjustments			650		–		306		956
Dispositions, currency exchange
and other			338		417		–		755
Balance March 31		$	15,433	$	10,690	$	839	$	26,962

(a) Included only portions of the segment that are financial services businesses.

Goodwill balances increased $960 million as a result of the weaker U.S. dollar and $747 million from new acquisitions in 2008. The largest goodwill balance increases from acquisitions arose from the purchase of Merrill Lynch Capital ($520 million at GE Commercial Finance) and CDM Resource Management, Ltd. ($211 million at GE Infrastructure). During 2008, the goodwill balance increased by $209 million related to purchase accounting adjustments to prior-year acquisitions. The largest such adjustments were increases of $79 million and $60 million associated with the 2007 acquisitions of Regency Energy Partners LP by GE Infrastructure and Trustreet Properties, Inc. by GE Commercial Finance, respectively.

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Intangible Assets Subject to Amortization

	At
	3/31/08								12/31/07
(In millions)	Gross carrying amount		Accumulated amortization				Net		Gross carrying amount		Accumulated amortization				Net
Customer-related	$	2,099		$	(854	)	$	1,245	$	2,179		$	(864	)	$	1,315
Patents, licenses and trademarks		646			(400	)		246		601			(314	)		287
Capitalized software		1,890			(1,124	)		766		1,831			(1,086	)		745
Lease valuations		1,789			(396	)		1,393		1,909			(376	)		1,533
All other		468			(169	)		299		333			(139	)		194
Total	$	6,892		$	(2,943	)	$	3,949	$	6,853		$	(2,779	)	$	4,074

Amortization expense related to intangible assets subject to amortization was $196 million and $151 million for the quarters ended March 31, 2008 and 2007, respectively.

During the first quarter of 2008, we recorded additions to intangible assets subject to amortization of $70 million. The components of finite-lived intangible assets acquired during the period and their respective weighted-average useful lives are: $2 million – Customer-related (8.0 years); $5 million – Patents, licenses and trademarks (5.0 years); $33 million – Capitalized software (4.8 years); and $30 million – All other (6.7 years).

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7. Borrowings are summarized in the following table.

	At
(In millions)	3/31/08		12/31/07
Short-term borrowings
Commercial paper
U.S.
Unsecured	$	70,606	$	66,717
Asset-backed(a)		4,400		4,775
Non-U.S.		25,328		28,711
Current portion of long-term debt(b)		56,933		56,301
Bank deposits(c)		14,272		11,486
GE Interest Plus notes(d)		10,193		9,590
Other		11,038		9,190
Total		192,770		186,770
Long-term borrowings
Senior notes
Unsecured(e)		313,566		284,127
Asset-backed(f)		5,468		5,528
Extendible notes		7,330		8,500
Subordinated notes(g)(h)		11,431		11,078
Total		337,795		309,233
Total borrowings	$	530,565	$	496,003

(a)	Entirely obligations of consolidated, liquidating securitization entities. See note 5.
(b)	Included $814 million and $1,106 million of asset-backed senior notes, issued by consolidated, liquidating securitization entities at March 31, 2008, and December 31, 2007, respectively.
(c)	Included $11,772 million and $10,789 million of deposits in non-U.S. banks at March 31, 2008, and December 31, 2007, respectively.
(d)	Entirely variable denomination floating rate demand notes.
(e)	Included borrowings from GECS affiliates of $874 million at December 31, 2007.
(f)	Included $3,324 million and $3,410 million of asset-backed senior notes, issued by consolidated, liquidating securitization entities at March 31, 2008, and December 31, 2007, respectively. See note 5.
(g)	Included $450 million of subordinated notes guaranteed by GE at March 31, 2008, and December 31, 2007.
(h)	Included $8,332 million and $8,064 million of subordinated debentures receiving rating agency equity credit at March 31, 2008, and December 31, 2007, respectively.

8. Effective January 1, 2008, we adopted SFAS 157, Fair Value Measurements, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. SFAS 157 establishes a new framework for measuring fair value and expands related disclosures. Broadly, the SFAS 157 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. SFAS 157 establishes market or observable inputs as the preferred source of values, followed by assumptions based on hypothetical transactions in the absence of market inputs.

 The valuation techniques required by SFAS 157 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy:

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Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Significant inputs to the valuation model are unobservable.

We maintain policies and procedures to value instruments using the best and most relevant data available. In addition, we have risk management teams that review valuation, including independent price validation for certain instruments. Further, in other instances, we retain independent pricing vendors to assist in valuing certain instruments.

The following section describes the valuation methodologies we use to measure different financial instruments at fair value.

Investments in debt and equity securities

When available, we use quoted market prices to determine the fair value of investment securities, and they are included in Level 1. When quoted market prices are unobservable, we use quotes from independent pricing vendors based on recent trading activity and other relevant information including market interest rate curves, referenced credit spreads and estimated prepayment rates where applicable. These investments are included in Level 2 and primarily comprise our portfolio of corporate fixed income, government, mortgage and asset-backed securities. Retained interests in securitizations are valued using a discounted cash flow model that considers the underlying structure of the securitization and estimated net credit exposure, prepayment assumptions, discount rates and expected life. Investment securities priced using non-binding broker quotes and retained interests are included in Level 3.

Private equity investments held in investment company affiliates are initially valued at cost. Valuations are reviewed at the end of each quarter utilizing available market data to determine whether or not any fair value adjustments are necessary. Such market data include comparable public company trading multiples. Unobservable inputs include company-specific fundamentals and other third party transactions in that security. Our valuation methodology for private equity investments is applied consistently and these investments are generally included in Level 3.

Derivatives

We use closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the-counter markets. The remainder of the derivatives portfolio is valued using internal models, most of which are primarily based on market observable inputs including interest rate curves and both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps and foreign currency and commodity forward and option contracts. Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.

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Loans

When available, we use observable market data, including pricing on recent closed market transactions, to value loans which are included in Level 2. When this data is unobservable, we use valuation methodologies using current market interest rate data adjusted for inherent credit risk and such loans are included in Level 3. When appropriate, loans are valued using collateral values as a practical expedient.

Effective January 1, 2008, we adopted SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities. Upon adoption, we elected to report $172 million of commercial mortgage loans at fair value in order to have them on the same accounting basis (measured at fair value through earnings) as the derivatives economically hedging these loans.

The following table presents our assets and liabilities measured at fair value on a recurring basis at March 31, 2008. Included in the table are investment securities of $11,287 million supporting obligations to holders of guaranteed investment contracts. Such securities are primarily investment grade. In addition, the table includes $3,485 million and $5,122 million of derivative assets and liabilities, respectively, with highly rated counterparties, primarily used for risk management purposes. Also included are retained interests in securitizations totaling $4,619 million. 

March 31, 2008 (In millions)		Level 1		Level 2		Level 3		FIN 39 netting(a)			Net balance
Assets
Investment securities	$	1,412	$	11,079	$	9,014	$	–		$	21,505
Derivatives		–		6,620		542		(3,677	)		3,485
Other(b)		–		398		714		–			1,112
Total	$	1,412	$	18,097	$	10,270	$	(3,677	)	$	26,102
Liabilities
Derivatives	$	3	$	8,754	$	64	$	(3,699	)	$	5,122
Other		–		448		–		–			448
Total	$	3	$	9,202	$	64	$	(3,699	)	$	5,570

(a)	FASB Interpretation (FIN) 39, Offsetting of Amounts Related to Certain Contracts, permits the netting of derivative receivables and derivative payables when a legally enforceable master netting agreement exists. Includes fair value adjustments related to our own and counterparty credit risk.
(b)	Includes private equity investments and loans designated under the fair value option.

The following table presents the changes in Level 3 instruments measured on a recurring basis for the three months ended March 31, 2008. The majority of our Level 3 balances consist of investment securities classified as available-for-sale with changes in fair value recorded in equity.

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Changes in Level 3 instruments

(In millions)	1/1/08		Net realized/ unrealized gains (losses) included in earnings(a)				Net realized/ unrealized gains (losses) included in accumulated nonowner changes other than earnings				Purchases, issuances and settlements				3/31/08		Net change in unrealized gains (losses) relating to instruments still held at 3/31/08(b)
Investment securities	$	8,441		$	154			$	(89	)		$	508		$	9,014		$	(37	)
Derivatives(c)(d)		200			275				57				(43	)		489			260
Other		689			(18	)			33				10			714			(18	)
Total	$	9,330		$	411			$	1			$	475		$	10,217		$	205

Transfers between Level 2 and 3 are considered to occur at the beginning of a quarter and therefore, no transfers occurred during the first quarter.
(a)	Earnings effects are primarily included in “Revenues from services” and “Interest” captions in the Condensed Statement of Current and Retained Earnings.
(b)	Represents the amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities classified as Level 3 that are still held at March 31, 2008.
(c)	Earnings from Derivatives were more than offset by $141 million in losses from related derivatives included in Level 2 and $148 million in losses from qualifying fair value hedges.
(d)	Represents derivative assets net of derivative liabilities and includes cash accruals of $11 million not reflected in the fair value hierarchy table.

Certain assets measured at fair value on a non-recurring basis, and therefore not included in the preceding tables, were $560 million included in Level 2 and $4,318 million included in Level 3. We recognized $155 million of losses related to non-recurring fair value measurements of loans, and $66 million of other-than-temporary impairments of cost and equity method investments, including $59 million related to FGIC Corporation (FGIC) common stock, during the first three months of 2008.

9. A summary of increases (decreases) in shareowner’s equity that did not result directly from transactions with the shareowner, net of income taxes, follows.

	Three months ended March 31
(In millions)	2008			2007
Net earnings	$	2,435		$	2,479
Investment securities – net		(501	)		59
Currency translation adjustments – net		1,109			(264	)
Cash flow hedges – net		(1,678	)		69
Benefit plans – net		13			15
Total	$	1,378		$	2,358

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10. The following table represents assets in off-balance sheet securitization entities.

	At
(In millions)	3/31/08		12/31/07
Receivables secured by
Equipment	$	6,689	$	6,552
Commercial real estate		7,581		7,721
Residential real estate		212		204
Other assets		12,505		12,880
Credit card receivables		23,179		22,793
Trade receivables		247		320
Total securitized assets(a)(b)	$	50,413	$	50,470

(a)	At March 31, 2008, and December 31, 2007, liquidity support amounted to $1,204 million and $1,266 million, respectively. Credit support amounted to $1,208 million and $1,214 million at March 31, 2008, and December 31, 2007, respectively.
(b)	Liabilities for recourse obligations related to off-balance sheet assets were $2 million at both March 31, 2008, and December 31, 2007.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

A. Results of Operations

In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission (SEC) rules. For such measures, we have provided supplemental explanations and reconciliations in Exhibit 99 to this report on Form 10-Q.

Unless otherwise indicated, we refer to captions such as revenues and earnings from continuing operations simply as “revenues” and “earnings” throughout this Management’s Discussion and Analysis. Similarly, discussion of other matters in our condensed, consolidated financial statements relates to continuing operations unless otherwise indicated.

Overview

Revenues for the first quarter of 2008 were $17.2 billion, a $1.4 billion (9%) increase over the first quarter of 2007. Revenues for the first quarters of 2008 and 2007 included $1.1 billion and $0.2 billion of revenue from acquisitions and in 2008 increased $0.4 billion as a result of dispositions. Revenues also increased $0.1 billion compared with the first quarter of 2007 as a result of the weaker U.S. dollar, partially offset by organic revenue declines. Organic revenue growth excludes the effects of acquisitions, business dispositions (other than dispositions of businesses acquired for investment) and currency exchange rates. Earnings were $2.5 billion, down 14% from $2.9 billion in the first quarter of 2007.

Overall, acquisitions contributed $1.1 billion and $0.7 billion to total revenues in the first quarters of 2008 and 2007, respectively. Our earnings in the first quarters of 2008 and 2007 included approximately $0.1 billion and an insignificant amount, respectively, from acquired businesses. We integrate acquisitions as quickly as possible. Only revenues and earnings from the date we complete the acquisition through the end of the fourth following quarter are attributed to such businesses. Dispositions also affected our operations through higher revenues of $0.4 billion in the first quarter of 2008 and lower revenues of $0.4 billion in the first quarter of 2007. The effect of

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dispositions on earnings was an increase of $0.3 billion in the first quarter of 2008 and was insignificant in the first quarter of 2007.

The most significant acquisitions affecting first quarter 2008 results were Merrill Lynch Capital; Sanyo Electric Credit Co., Ltd.; Diskont und Kredit AG and Disko Leasing GmbH (DISKO) and ASL Auto Service-Leasing GmbH (ASL), the leasing businesses of KG Allgemeine Leasing GmbH & Co.; and Trustreet Properties, Inc. at GE Commercial Finance; and Regency Energy Partners LP at GE Infrastructure.

The provision for income taxes was $0.1 billion for the first quarter of 2008 (effective tax rate of 2.7%), compared with $0.3 billion for the first quarter of 2007 (effective tax rate of 9.3%). The tax rate decreased primarily as a result of lower pre-tax income from jurisdictions (primarily the U.S.) that are taxed at higher than our average rate, increased lower-taxed global operations and a tax benefit related to the mark-to-market of our Genpact investment, partially offset by the absence of the tax benefit related to the 2007 sale of our investment in SES and by a higher expense in the first quarter of 2008 than in the first quarter of 2007 to bring our three-month tax rate in line with the projected full year tax rate.

Segment Operations

Operating segments comprise our three businesses focused on the broad markets they serve: GE Commercial Finance, GE Money and GE Infrastructure. For segment reporting purposes, certain financial services businesses including Aviation Financial Services, Energy Financial Services and Transportation Finance are reported in the GE Infrastructure segment because GE Infrastructure actively manages such businesses and reports their results for internal performance measurement purposes.

GECC corporate items and eliminations include the effects of eliminating transactions between operating segments; results of our insurance activities remaining in continuing operations; underabsorbed corporate overhead; certain non-allocated amounts determined by the Chief Executive Officer; and a variety of sundry items. GECC corporate items and eliminations is not an operating segment. Rather, it is added to operating segment totals to reconcile to consolidated totals on the financial statements.

The Chief Executive Officer allocates resources to, and assesses the performance of operations at the consolidated GE-level. GECC operations are a portion of those segments. We present below in their entirety the three GE segments that include financial services operations. We also provide a one-line reconciliation to GECC-only results, the most significant component of which is the elimination of GE businesses that are not financial services businesses. In addition to providing information on GE segments in their entirety, we have also provided supplemental information for certain businesses within the GE segments. Our Chief Executive Officer does not separately assess the performance of, or allocate resources among, these product lines.

Segment profit is determined based on internal performance measures used by the Chief Executive Officer to assess the performance of each business in a given period. In connection with that assessment, the Chief Executive Officer may exclude matters such as charges for restructuring; rationalization and other similar expenses; in-process research and development and certain other acquisition-related charges and balances; technology and product development costs; certain gains and losses from dispositions; and litigation settlements or other charges, responsibility for which preceded the current management team.

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Segment profit always excludes the effects of principal pension plans, results reported as discontinued operations and accounting changes. Segment profit excludes or includes interest and other financial charges and income taxes according to how a particular segment’s management is measured – excluded in determining segment profit, which we sometimes refer to as “operating profit,” for GE Healthcare, GE NBC Universal, GE Industrial and the industrial businesses of the GE Infrastructure segment; included in determining segment profit, which we sometimes refer to as “net earnings,” for GE Commercial Finance, GE Money, and the financial services businesses of the GE Infrastructure segment (Aviation Financial Services, Energy Financial Services and Transportation Finance).

We have reclassified certain prior-period amounts to conform to the current-period’s presentation.

Summary of Operating Segments

	Three months ended March 31 (Unaudited)
(In millions)	2008			2007
Revenues
GE Commercial Finance	$	8,566		$	8,031
GE Money		6,408			5,958
GE Infrastructure		14,960			12,202
Total segment revenues		29,934			26,191
GECC corporate items and eliminations		308			451
Total revenues		30,242			26,642
Less portion of GE revenues not included in GECC		(13,074	)		(10,865	)
Total revenues in GECC	$	17,168		$	15,777
Segment profit
GE Commercial Finance	$	1,158		$	1,440
GE Money		995			1,223
GE Infrastructure		2,588			2,208
Total segment profit		4,741			4,871
GECC corporate items and eliminations(a)		(175	)		(79	)
Less portion of GE segment profit not included in GECC		(2,075	)		(1,912	)
Earnings in GECC from continuing operations		2,491			2,880
Loss in GECC from discontinued operations, net of taxes		(56	)		(401	)
Total net earnings in GECC	$	2,435		$	2,479

(a) Included restructuring and other charges for the first quarter of 2008 of $0.1 billion, primarily related to GE Money and GE Commercial Finance.

See accompanying notes to condensed, consolidated financial statements.

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GE Commercial Finance

	Three months ended March 31
(In millions)	2008			2007
Revenues	$	8,566		$	8,031
Less portion of GE Commercial Finance not included in GECC		(153	)		(301	)
Total revenues in GECC	$	8,413		$	7,730
Segment profit	$	1,158		$	1,440
Less portion of GE Commercial Finance not included in GECC		(20	)		(187	)
Total segment profit in GECC	$	1,138		$	1,253
	At
(In millions)	3/31/08			3/31/07			12/31/07
Total assets	$	336,991		$	264,976		$	310,412
Less portion of GE Commercial Finance not included in GECC		(3,236	)		7,151			(3,453	)
Total assets in GECC	$	333,755		$	272,127		$	306,959
	Three months ended March 31
(In millions)	2008			2007
Revenues in GE
Capital Solutions	$	3,634		$	3,363
Real Estate		1,883			1,615
Segment profit in GE
Capital Solutions	$	400		$	395
Real Estate		476			564
	At
(In millions)	3/31/08			3/31/07			12/31/07
Assets in GE
Capital Solutions	$	129,405		$	108,768		$	122,527
Real Estate		86,605			59,405			79,285

GE Commercial Finance revenues increased 7% and net earnings decreased 20% compared with the first quarter of 2007. Revenues for the first quarters of 2008 and 2007 included $0.6 billion and $0.2 billion from acquisitions, respectively, and in 2008 were reduced by $0.1 billion as a result of dispositions. Revenues for the quarter also increased $0.2 billion compared with the first quarter of 2007 as a result of the weaker U.S. dollar ($0.4 billion), partially offset by organic revenue declines ($0.1 billion). Net earnings decreased by $0.3 billion in the first quarter of 2008, resulting from core declines ($0.4 billion) and lower investment income ($0.1 billion), partially offset by acquisitions ($0.1 billion) and the weaker U.S. dollar ($0.1 billion). These results included higher mark-to-market losses and other-than-temporary impairments ($0.3 billion), and lower asset sales, primarily in real estate ($0.1 billion). Also affecting these results were Genpact mark-to-market gains ($0.4 billion) largely offset by the absence of the effects of the 2007 SES transaction.

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Real Estate assets at March 31, 2008, increased $7.3 billion, or 9%, from December 31, 2007, of which $1.1 billion was real estate investments, up 3%. During the first quarter of 2008, we sold real estate assets with a book value totaling $1.7 billion which resulted in net earnings of $0.5 billion. Real Estate net earnings declined $0.1 billion compared to first quarter 2007, primarily as a result of a $0.1 billion, or 12%, decrease in net earnings from sale of real estate investments. This decline resulted from increasingly difficult market conditions experienced in the first quarter of 2008. In the normal course of our business operations, we sell certain real estate equity investments when it is economically advantageous for us to do so. However, as real estate values are affected by certain forces beyond our control (e.g., market fundamentals and demographic conditions), it is difficult to predict with certainty the level of future sales or sales prices.

GE Money

	Three months ended March 31
(In millions)	2008			2007
Revenues	$	6,408		$	5,958
Less portion of GE Money not included in GECC		–			–
Total revenues in GECC	$	6,408		$	5,958
Segment profit	$	995		$	1,223
Less portion of GE Money not included in GECC		(2	)		(22	)
Total segment profit in GECC	$	993		$	1,201
	At
(In millions)	3/31/08			3/31/07			12/31/07
Total assets	$	218,111		$	179,689		$	210,952
Less portion of GE Money not included in GECC		100			955			100
Total assets in GECC	$	218,211		$	180,644		$	211,052

GE Money revenues increased 8% and net earnings decreased 19% compared with the first quarter of 2007. Revenues for the first quarter of 2008 included $0.1 billion from acquisitions and $0.4 billion from the sale of our Corporate Payment Services (CPS) business. Revenues for the quarter also decreased slightly compared with the first quarter of 2007 as a result of organic revenue declines ($0.4 billion), partially offset by the weaker U.S. dollar ($0.3 billion). The decrease in net earnings resulted primarily from lower securitization income ($0.3 billion), including declines in fair value of retained interests in securitizations ($0.1 billion), and core declines ($0.3 billion), including lower results in the U.S. reflecting the effects of higher delinquencies ($0.1 billion). These decreases were partially offset by the gain on the sale of our CPS business ($0.2 billion) and growth in lower-taxed earnings from global operations ($0.1 billion).

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GE Infrastructure

	Three months ended March 31
(In millions)	2008			2007
Revenues	$	14,960		$	12,202
Less portion of GE Infrastructure not included in GECC		(12,921	)		(10,564	)
Total revenues in GECC	$	2,039		$	1,638
Segment profit	$	2,588		$	2,208
Less portion of GE Infrastructure not included in GECC		(2,053	)		(1,703	)
Total segment profit in GECC	$	535		$	505
Revenues in GE
Aviation	$	4,320		$	3,451
Aviation Financial Services		1,231			1,249
Energy		5,640			4,667
Energy Financial Services		770			324
Oil & Gas		1,535			1,148
Transportation		1,148			1,128
Segment profit in GE
Aviation	$	775		$	699
Aviation Financial Services		387			388
Energy		907			689
Energy Financial Services		145			101
Oil & Gas		161			102
Transportation		254			214

GE Infrastructure revenues increased 23%, or $2.8 billion, in the first quarter of 2008 on higher volume ($1.9 billion), the weaker U.S. dollar ($0.2 billion) and higher prices ($0.2 billion) at the industrial businesses of the segment. The increase in volume reflected the effects of acquisitions at Aviation and Oil & Gas; increased sales of thermal and wind equipment and services at Energy; military and commercial engines at Aviation; and services at Oil & Gas. The effects of the weaker U.S. dollar were primarily at Oil & Gas and Energy, while higher prices were principally at Energy. Revenues also increased as a result of financial services’ acquisitions ($0.4 billion), primarily at Energy Financial Services.

Segment profit rose 17%, or $0.4 billion, as higher volume ($0.4 billion) and higher prices ($0.2 billion) were partially offset by higher material and other costs ($0.2 billion) at the industrial businesses of the segment. The increase in volume primarily related to Aviation and Energy.

Discontinued Operations

	Three months ended March 31
(In millions)	2008			2007
Loss in GECC from discontinued
operations, net of taxes	$	(56	)	$	(401	)

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Discontinued operations comprised our Japanese personal loan business (Lake), our U.S. mortgage business (WMC), GE Life, and Genworth Financial, Inc. Results of these businesses are reported as discontinued operations for all periods presented.

Loss from discontinued operations, net of taxes, for the first quarter of 2008, primarily reflected the loss from operations at Lake.

Loss from discontinued operations, net of taxes, for the first quarter of 2007, primarily reflected the loss from operations at WMC ($0.4 billion).

For additional information related to discontinued operations, see note 2.

B. Statement of Financial Position

Overview of Financial Position

Major changes in our financial position resulted from the following:

·   During the first quarter of 2008, we completed the acquisition of Merrill Lynch Capital.

·   The U.S. dollar was weaker at March 31, 2008, than at December 31, 2007, increasing the translated levels of our non-U.S. dollar assets and liabilities.

Effective January 1, 2008, we adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) 157, Fair Value Measurements, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. Adoption of SFAS 157 did not have a material effect on our financial position or results of operations. Illiquidity in the credit markets experienced during the first three months of this year contributed to the amount of our reported Level 3 instruments, primarily in our available-for-sale investment portfolios. At March 31, 2008, the aggregate amount of instruments requiring fair value measurement on a recurring basis included in Level 3 represented approximately 1% of the aggregate amount of total assets and liabilities. Of the aggregate amount of total financial instruments requiring recurring fair value measurement, approximately 33% are included in Level 3. The amount we report in Level 3 in future periods will be directly affected by market conditions. See Note 8 for further information related to the adoption of SFAS 157.

C. Financial Services Portfolio Quality

Investment securities comprise mainly investment-grade debt securities supporting obligations to holders of guaranteed investment contracts. Investment securities were $21.5 billion at March 31, 2008, compared with $20.7 billion at December 31, 2007. Of the amount at March 31, 2008, we held residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities with estimated fair values of $4.7 billion and $1.7 billion, respectively. Such amounts included unrealized losses of $0.5 billion and $0.1 billion, respectively. At March 31, 2008, of the RMBS amount, we had approximately $1.7 billion of exposure to subprime credit, supporting our guaranteed investment contracts. Monoline insurers (Monolines) provide credit enhancement for certain of our investment securities. At March 31, 2008, our investment securities insured by Monolines amounted to $3.0 billion, including $1.4 billion of our $1.7 billion subprime exposure. Several of the monoline insurers have been downgraded by the rating agencies. However, we underwrite our investments based on the underlying credit of the issuer.

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We regularly review investment securities for other-than-temporary impairment based on criteria that include the extent to which cost exceeds market value, the duration of that market decline, our intent and ability to hold to recovery and the financial health and specific prospects for the issuer. Of securities with unrealized losses at March 31, 2008, $0.1 billion was at risk of being charged to earnings in the next 12 months. Continued uncertainty in the capital markets may cause increased levels of losses. Other-than-temporary impairment losses were insignificant for the first three months of both 2008 and 2007. Investments in retained interests decreased by $0.1 billion in the first three months of 2008 reflecting declines in fair value accounted for in accordance with SFAS 155, Accounting for Certain Hybrid Financial Instruments, that became effective at the beginning of 2007.

Financing receivables is our largest category of assets and represents one of our primary sources of revenues. The portfolio of financing receivables, before allowance for losses, was $415.7 billion at March 31, 2008, and $384.3 billion at December 31, 2007. The related allowance for losses at March 31, 2008, amounted to $4.4 billion, compared with $4.3 billion at December 31, 2007, representing our best estimate of probable losses inherent in the portfolio. A discussion of the quality of certain elements of the financing receivables portfolio follows. For purposes of that discussion, “delinquent” receivables are those that are 30 days or more past due; and “nonearning” receivables are those that are 90 days or more past due (or for which collection has otherwise become doubtful).

Financing receivables, before allowance for losses, increased $31.4 billion from December 31, 2007, primarily as a result of core growth ($15.3 billion), acquisitions ($12.7 billion) and the weaker U.S. dollar ($13.3 billion), partially offset by securitization and sales ($9.0 billion) and dispositions ($3.3 billion). Related nonearning receivables were $6.2 billion (1.5% of outstanding receivables) at March 31, 2008, compared with $5.5 billion (1.4% of outstanding receivables) at year-end 2007. Nonearning receivables excludes loans held for sale.

Delinquency rates on managed GE Commercial Finance equipment loans and leases and managed GE Money financing receivables follow.

	Delinquency rates at
	3/31/08	(a)	12/31/07		3/31/07
GE Commercial Finance	1.36	%	1.21	%	1.26	%
GE Money	5.64		5.36		5.22
U.S.	5.75		5.52		4.72
Non-U.S.	5.61		5.30		5.40

(a) Subject to update.

Delinquency rates at GE Commercial Finance increased from December 31, 2007, and March 31, 2007, to March 31, 2008, primarily as a result of deterioration in our U.S. commercial middle market and certain European portfolios.

Delinquency rates at GE Money increased from December 31, 2007, and March 31, 2007, to March 31, 2008, primarily as a result of continued deterioration in our U.S. portfolio and the effects of tighter credit conditions in our secured financing business in the U.K. This liquidity-challenged environment in which GE Money operates continues to cause issues for some of its U.S. customers, and U.S. delinquencies continue to increase. In response, GE Money will continue to tighten underwriting standards related to the U.S. consumer and will continue its process of regularly reviewing and adjusting reserve levels in response to when it is probable that losses have been incurred

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in the portfolio. This environment may result in higher provisions for loan losses and could adversely affect results of operations at GE Money.

Other assets comprise mainly real estate investments, equity and cost method investments and assets held for sale. Other assets totaled $83.0 billion at March 31, 2008, compared with $82.5 billion at December 31, 2007. Of the amount at March 31, 2008, we had cost method investments totaling $2.9 billion. Cost method investments include our investment in preferred and common stock, $0.3 billion and an insignificant amount, respectively, of FGIC Corporation (FGIC), a monoline credit insurer. During 2008, credit rating agencies downgraded FGIC; following the downgrades, various alternatives were being considered. During the first quarter of 2008, we recognized an other-than-temporary impairment on FGIC common stock, which is reflected at fair value at March 31, 2008. We continue to monitor our investment in FGIC closely, including review for further impairment.

D. Borrowings

During the first quarter of 2008, GECC and GECC affiliates issued $34.6 billion of senior, unsecured long-term debt. This debt was both fixed and floating rate and was issued to institutional and retail investors in the U.S. and 14 other global markets. Maturities for these issuances ranged from one to 30 years. We used the proceeds primarily for repayment of maturing long-term debt, but also to fund acquisitions and organic growth. We anticipate that we will issue approximately $45 billion of additional long-term debt during the remainder of 2008, mostly to repay maturing long-term debt. The ultimate amount we issue will depend on our needs and on the markets.

Interest rate and currency risk is managed through the direct issuance of debt or use of derivatives. During the first quarter of 2008, the fair value of derivatives designated as cash flow hedges of floating rate borrowings were negatively affected by lower interest rates, which resulted in lower reported shareowner’s equity. Additionally, derivatives designated as fair value hedges of fixed rate borrowings were positively affected by lower interest rates, which resulted in a higher reported borrowings balance.

E. New Accounting Standard

On December 4, 2007, the FASB issued SFAS 141R, Business Combinations, which we will adopt on January 1, 2009. This standard will significantly change the accounting for business acquisitions both during the period of the acquisition and in subsequent periods. Among the more significant changes in the accounting for acquisitions are the following:

· Transaction costs will generally be expensed. Certain such costs are presently treated as costs of the acquisition.

· In-process research and development (IPR&D) will be accounted for as an asset, with the cost recognized as the research and development is realized or abandoned. IPR&D is presently expensed at the time of the acquisition.

· Contingencies, including contingent consideration, will generally be recorded at fair value with subsequent adjustments recognized in operations. Contingent consideration is presently accounted for as an adjustment of purchase price.

· Decreases in valuation allowances on acquired deferred tax assets will be recognized in operations. Such changes previously were considered to be subsequent changes in consideration and were recorded as decreases in goodwill.

Generally, the effects of SFAS 141R will depend on future acquisitions.

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Item 4. Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of March 31, 2008, and (ii) no change in internal control over financial reporting occurred during the quarter ending March 31, 2008, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

Part II. Other Information

Item 6. Exhibits

Exhibit 3(i)	A complete copy of the Restated Certificate of Incorporation of GECC filed with the Office of the Secretary of State, State of Delaware on April 1, 2008.*
Exhibit 3(ii)	A complete copy of the Amended and Restated By-Laws of GECC as last amended on February 21, 2008, and currently in effect.*
Exhibit 4 (a)	Ninth Amended and Restated Distribution Agreement among GECC, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital U.K. Funding, Barclays Bank PLC, Credit Suisse Securities (Europe) Limited, GE Money Bank, Goldman Sachs International, Merrill Lynch International and UBS Limited, dated April 4, 2008. (Incorporated by reference to Exhibit 4(a) to GECS’ Form 10-Q Report for the quarter ended March 31, 2008.)
Exhibit 4 (b)	Form of Euro Medium-Term Note and Debt Security – Permanent Global Fixed Rate Bearer Note. (Incorporated by reference to Exhibit 4(b) to GECS’ Form 10-Q Report for the quarter ended March 31, 2008.)
Exhibit 4 (c)	Form of Euro Medium-Term Note and Debt Security – Permanent Global Floating Rate Bearer Note. (Incorporated by reference to Exhibit 4(c) to GECS’ Form 10-Q Report for the quarter ended March 31, 2008.)
Exhibit 4 (d)	Form of Euro Medium-Term Note and Debt Security – Temporary Global Fixed Rate Bearer Note. (Incorporated by reference to Exhibit 4(d) to GECS’ Form 10-Q Report for the quarter ended March 31, 2008.)
Exhibit 4 (e)	Form of Euro Medium-Term Note and Debt Security – Temporary Global Floating Rate Bearer Note. (Incorporated by reference to Exhibit 4(e) to GECS’ Form 10-Q Report for the quarter ended March 31, 2008.)
Exhibit 4 (f)	Form of Euro Medium-Term Note and Debt Security – Definitive Fixed Rate Bearer Note. (Incorporated by reference to Exhibit 4(f) to GECS’ Form 10-Q Report for the quarter ended March 31, 2008.)

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Exhibit 4 (g)	Form of Euro Medium-Term Note and Debt Security – Definitive Floating Rate Bearer Note. (Incorporated by reference to Exhibit 4(g) to GECS’ Form 10-Q Report for the quarter ended March 31, 2008.)
Exhibit 12	Computation of Ratio of Earnings to Fixed Charges.*
Exhibit 31(a)	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended.*
Exhibit 31(b)	Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended.*
Exhibit 32	Certification Pursuant to 18 U.S.C. Section 1350.*
Exhibit 99	Financial Measures That Supplement Generally Accepted Accounting Principles.*
	* Filed electronically herewith.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

General Electric Capital Corporation (Registrant)
April 25, 2008	/s/Walter F. Ielusic
Date	Walter F. Ielusic Controller Duly Authorized Officer and Acting Principal Accounting Officer

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EX-3.I

Exhibit 3(i)

RESTATED CERTIFICATE OF INCORPORATION

OF

GENERAL ELECTRIC CAPITAL CORPORATION

The present name of the corporation is General Electric Capital Corporation. The corporation was incorporated under the name “GECS Merger Sub, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on February 14, 2000. This Restated Certificate of Incorporation which restates and integrates and also further amends the provisions of the corporation’s Certificate of Incorporation, as amended and restated, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its sole stockholder in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE FIRST: The name by which the corporation is to be known is General Electric Capital Corporation.

ARTICLE SECOND: The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware. The name of its registered agent at such address is the Corporation Trust Company.

ARTICLE THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 4,916,000 of which (a) 4,166,000 shall be common stock, par value $14.00 per share (the “Common Stock”) and (b) 750,000 shares shall be preferred stock, par value $.01 per share (the “Preferred Stock”).

The designations, preferences, privileges, rights and voting powers and any limitations, restrictions or qualifications thereof, of the shares of each class are as follows:

(a) The holders of the Common Stock shall have the right to vote on all questions to the exclusion of all other stockholders, except as may be provided in this Restated Certificate of Incorporation, in a Preferred Stock Designation (as hereinafter defined), or as required by law.

(b) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this paragraph) is hereby empowered to authorize the issuance from time to time of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”) to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the

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qualifications, limitations and restrictions thereof, including, without limitation, dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

(1) The designation of the series, which may be by distinguishing number, letter or title.

(2) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding).

(3) The amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative.

(4) Dates at which dividends, if any, shall be payable.

(5) The redemption rights and price or prices, if any, for shares of the series.

(6) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series.

(7) The amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation.

(8) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made.

(9) Restrictions on the issuance of shares of the same series or of any other class or series.

(10) The voting rights, if any, of the holders of shares of the series.

ARTICLE FIFTH: The term of existence of the corporation is to be perpetual.

ARTICLE SIXTH: The number of its directors shall be determined in the manner provided in the by-laws of the corporation.

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ARTICLE SEVENTH: Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

ARTICLE EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal the by-laws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal any by-laws whether adopted by them or otherwise.

ARTICLE NINTH: A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment or modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

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IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation this the 1st day of April 2008.

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Craig. T. Beazer
Name:	Craig T. Beazer
Title:	Vice President, General Counsel & Secretary

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EX-3.II

Exhibit 3(ii)

AMENDED AND RESTATED BY-LAWS

OF

GENERAL ELECTRIC CAPITAL CORPORATION

ARTICLE 1 Meetings of Stockholders

Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by (i) the Chairperson of the Board of Directors, the Vice Chairperson of the Board of Directors, the Chief Executive Officer or any President of the corporation from time to time, or (ii) resolution of the Board of Directors, from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by (i) the Chairperson of the Board, the Vice Chairperson of the Board, the Chief Executive Officer or any President of the corporation, or (ii) the Board of Directors, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice described in Section 1.3.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her or its address as it appears on the records of the corporation.

Section 1.4. Quorum. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.

Section 1.5. Organization. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the Chief Executive Officer, if any, or in his or

Amended and Restated By-Laws of General Electric Capital Corporation

her absence by any President, or in the absence of a President, by an Executive Vice President, or in the absence of an Executive Vice President, by a Senior Vice President, or in the absence of a Senior Vice President, the Secretary or in the absence of the foregoing persons by a chairperson designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in his or her absence, the Chairperson of the Board may appoint a person to as secretary of the meeting.

Section 1.6. Voting. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by the certificate of incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

Section 1.7 Action By Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

ARTICLE 2 Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the stockholders or by a resolution of a majority of the Board of Directors. Directors need not be stockholders.

Section 2.2. Election; Resignation; Vacancies. The Board of Directors shall initially consist of the persons named as directors in the certificate of incorporation or

Amended and Restated By-Laws of General Electric Capital Corporation 2

elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders or until his or her successor is duly elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors, each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairperson of the Board, the Vice Chairperson of the Board, the Chief Executive Officer, any President, the Secretary, or any three (3) members of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the Secretary; or the person or persons calling the meeting; to each member of the Board of Directors at least twenty-four hours before the meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone, or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors one-third of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these by-laws or applicable law otherwise provides, a majority of the votes entitles to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by such member of the Board of Directors as shall be selected by the Board of Directors at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Amended and Restated By-Laws of General Electric Capital Corporation 3

Section 2.8. Duties and Powers. The Board of Directors shall have the control and management of the business and affairs of the corporation, and may adopt such rules and regulations for the conduct of its meetings and the management of the corporation, as it may deem proper, not inconsistent with law or these by-laws.

Section 2.9 Action by Unanimous Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

ARTICLE 3 Committees

Section 3.1. Committees. The Board of Directors may designate one or more committees, including, without limitation, an Executive Committee, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint a other member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.2. Quorum. Except as otherwise provided in a specific resolution of the Board of Directors, one-third in number of any committee (including the Executive Committee) appointed by the Board of Directors in accordance with Section 3.1 shall constitute a quorum at all meetings of such committee, and the act of a majority of the directors present at any such committee meeting at which there is a quorum shall be the act of such committee, except as may be otherwise specifically provided by the statutes of the State of Delaware.

Section 3.3. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of such committee’s business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws.

ARTICLE 4 Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors may elect a Chairperson of the

Amended and Restated By-Laws of General Electric Capital Corporation 4

Board of Directors, a Vice Chairperson of the Board of Directors, a Chief Executive Officer, a Chief Financial Officer, one or more Presidents, one or more Executive Vice Presidents, one or more Senior Vice Presidents, a Controller, a Treasurer and a Secretary (each an “Executive Officer”). The Board of Directors may also choose such subordinate officers and agents of the corporation as it may from time to time determine. The Board of Directors may also delegate the power to appoint other officers, as the Board of Directors deems advisable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person except for the offices of President and Secretary. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2. Powers and Duties of Executive Officers. The Executive Officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.3. U.S. Citizenship Requirement. No non-U.S. citizen shall be qualified or authorized to be Chairperson of the Board of Directors, Chief Executive Officer or President or to exercise any powers or duties of such officers in his or her absence or during his or her disability, for so long as the corporation is required by the U.S. maritime laws to be a U.S. citizen by reason of its ownership, direct or indirect, or other interest in any vessel documented under the laws of the United States.

ARTICLE 5 Stock

Section 5.1. Certificates. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairperson of the Board of Directors or Vice Chairperson of the Board of Directors, if any, or the Chief Executive Officer, if any, or any President or any officer as may be designated by the Chairperson of the Board of Directors or by resolution of the Board of Directors, from time to time, certifying the number of shares owned by such holder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Amended and Restated By-Laws of General Electric Capital Corporation 5

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE 6 Indemnification

Section 6.1. Right to Indemnification.

(a) The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, the corporation shall not be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person unless the commencement of such proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the corporation.

(b) The corporation may indemnify to the fullest extent permitted by law any person who is not a director or officer of the corporation to whom the corporation is permitted by applicable law to provide indemnification, whether pursuant to rights granted pursuant to, or provided by, the General Corporation Law of the State of Delaware or other rights created by (i) resolution of stockholders, (ii) resolution of directors, or (iii) a written agreement providing for such indemnification authorized by any officer designated by the Board of Directors of the corporation for such purpose, it being expressly intended that these by-laws authorize the creation of other rights in any such manner.

Section 6.2. Prepayment of Expenses.

(a) The corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding for which such Covered Person is entitled to be indemnified pursuant to Section 6.1(a) in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 6 or otherwise.

Amended and Restated By-Laws of General Electric Capital Corporation 6

(b) The corporation may pay the expenses (including attorneys’ fees) incurred by a person who is not a director or officer of the corporation to whom the corporation is permitted by applicable law to provide advancement of expenses in defending any proceeding for which such person is entitled to be indemnified pursuant to Section 6.1(b) in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the such person to repay all amounts advanced if it should be ultimately determined that the such person is not entitled to be indemnified under this Article 6 or otherwise.

Section 6.3. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 6 shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.4. Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6.5. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.6. Other Indemnification and Prepayment of Expenses. This Article 6 shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE 7 Miscellaneous

Section 7.1. Seal. The corporate seal shall have the name of the corporation inscribed thereon, the date of the incorporation of the corporation and the state in which the corporation is incorporated or shall be in such other form as may be approved from time to time by the Board of Directors.

Section 7.2. Manner of Notice. Except as otherwise provided herein, notices to directors and stockholders shall be delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice to directors and stockholders may be given by telegram, telecopy, telephone, in accordance with applicable law.

Amended and Restated By-Laws of General Electric Capital Corporation 7

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4. Amendment of By-laws. These by-laws may be altered, amended or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

Section 7.5. Writings and Electronic Transmission. Notwithstanding anything in these by-laws to the contrary, for purposes of these by-laws, any requirement for written action or notice may be satisfied through either a tangible writing or through electronic transmission of such writing to the proper recipient in accordance with applicable law.

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Amended and Restated February 21, 2008

Amended and Restated By-Laws of General Electric Capital Corporation 8

EX-12

Exhibit 12

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Fixed Charges

Three months ended March 31, 2008

(Unaudited)

	Ratio of earnings to fixed charges
(Dollars in millions)
Earnings(a)		$	2,597
Plus
Interest included in expense(b)			6,164
One-third of rental expense(c)			88
Adjusted “earnings”		$	8,849
Fixed charges
Interest included in expense(b)		$	6,164
Interest capitalized			18
One-third of rental expense(c)			88
Total fixed charges		$	6,270
Ratio of earnings to fixed charges			1.41

(a)	Earnings before income taxes, minority interest and discontinued operations.
(b)	Included interest on tax deficiencies.
(c)	Considered to be representative of interest factor in rental expense.

EX-31.A

Exhibit 31(a)

Certification Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Jeffrey R. Immelt, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2008

/s/  Jeffrey R. Immelt

Jeffrey R. Immelt

Chief Executive Officer

EX-31.B

Exhibit 31(b)

Certification Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Keith S. Sherin, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of General Electric Capital Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2008

/s/ Keith S. Sherin

Keith S. Sherin

Chief Financial Officer

EX-32

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350

In connection with the Quarterly Report of General Electric Capital Corporation (the “registrant”) on Form 10-Q for the period ended March 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Jeffrey R. Immelt and Keith S. Sherin, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, that to our knowledge: 

(1)	The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

April 25, 2008

/s/ Jeffrey R. Immelt

Jeffrey R. Immelt

Chief Executive Officer

/s/ Keith S. Sherin

Keith S. Sherin

Chief Financial Officer

EX-99

Exhibit 99

General Electric Capital Corporation and consolidated affiliates

Financial Measures That Supplement Generally Accepted Accounting Principles

We sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. Specifically, we have referred to delinquency rates on certain financing receivables of the GE Commercial Finance and GE Money segments. The reasons we use this non-GAAP financial measure and its reconciliation to the most directly comparable GAAP financial measures follow.

Delinquency Rates on Certain Financing Receivables

GE Commercial Finance

	At
	3/31/08(a)			12/31/07			3/31/07
Managed		1.36	%		1.21	%		1.26	%
Off-book		0.77			0.71			0.69
On-book		1.49			1.33			1.41

GE Money

	At
	3/31/08(a)			12/31/07			3/31/07
Managed		5.64	%		5.36	%		5.22	%
U.S.		5.75			5.52			4.72
Non-U.S.		5.61			5.30			5.40
Off-book		6.90			6.59			5.05
U.S.		6.96			6.64			5.05
Non-U.S.		(b)			(b)			(b)
On-book		5.48			5.20			5.24
U.S.		4.84			4.78			4.49
Non-U.S.		5.61			5.31			5.40

(a)	Subject to update.
(b)	Not meaningful.

The increase in off-book delinquency for GE Money in the U.S. from 5.05% at March 31, 2007, and from 6.64% at December 31, 2007, to 6.96% at March 31, 2008, reflects both a change in the mix of receivables securitized during 2007 and first quarter of 2008, as well as the rise in delinquency across the broader portfolio of U.S. credit card receivables.

We believe that delinquency rates on managed financing receivables provide a useful perspective of our portfolio quality and are key indicators of financial performance. Further, investors use such information, including the results of both the on-book and off-book securitized portfolios, which are relevant to our overall performance.