PROSPECTUS

PROSPECTUS

Pricing Supplement Number 4292

May 17, 2005

Dated January 24, 2006

PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(3)

August 24, 2005

No. 333-123085

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Floating Rate Notes)

 

Issuer:

General Electric Capital Corporation

Ratings:

Aaa/AAA

Trade Date/Pricing Effective Time:

January 24, 2006

Settlement Date (Original Issue Date):

January 27, 2006

Maturity Date:

January 27, 2009

Principal Amount:

US$1,000,000,000

Price to Public (Issue Price):

100%

Agents Commission:

0.150%

All-in Price:

99.850%

Net Proceeds to Issuer:

US$998,500,000

Interest Rate Basis

(Benchmark):

Prime Rate

Index Currency:

U.S. Dollars

Spread (plus or minus):

Minus 2.83%

Index Maturity:

Overnight

Index Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on each January 27, April 27, July 27 and October 27 of each year, commencing April 27, 2006 and ending on the Maturity Date

Initial Interest Rate:

Described as in "Additional Terms-Interest" below

Interest Reset Periods

and Dates:

Daily with a one day delay

 

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Pricing Supplement Number 4292

Dated January 24, 2006

Filed Pursuant to Rule 424(b)(3)

No. 333-123085

Interest Determination Dates:

Two New York Business Days prior to Interest Payment Date

Day Count Convention:

Actual/360

Denominations:

Minimum of $1,000 with increments of $1,000 thereafter.

Call Dates (if any):

None

Call Notice Period:

None

Put Dates (if any):

None

Put Notice Period:

None

CUSIP:

36962GU93

ISIN:

US36962GU939

Common Code:

024282147

Other:

N/A

Plan of Distribution:

The Notes are being purchased by Goldman, Sachs & Co. (the "Underwriter"), as principal, at the Issue Price of 100.00% of the aggregate principal amount. The Underwriter has advised the Company that the Underwriter proposes to offer the Notes for sale at the Re-offer Price referenced above.

The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

 

 

 

 

 

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Pricing Supplement Number 4292

Dated January 24, 2006

Filed Pursuant to Rule 424(b)(3)

No. 333-123085

 

 

Additional Terms:

Interest

The interest rate applicable to each Interest Reset Period will equal the Prime Rate (as defined below) minus the Spread set forth above.

The "Prime Rate" means, with respect to any Interest Determination Date, the rate set forth on that Interest Determination Date in H.15(519) under the heading "Bank Prime Loan".

The following procedures will apply if the rate cannot be set as described above:

(a) If the rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date, then the Prime Rate will be the rate as published on such Interest Determination Date in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate under the caption ""Bank Prime Loan''.

(b) If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date, then the Prime Rate will be the average (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates publicly announced by each bank on the Reuters Screen USPRIME1 Page as its prime rate or base lending rate for that Interest Determination Date.

(c) If fewer than four, but more than one, rates appear on the Reuters Screen USPRIME1 Page, the Prime Rate will be the average of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on the Interest Determination Date by four major money center banks in The City of New York selected by the calculation agent.

(d) If fewer than two rates appear, the Prime Rate will be determined based on the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, as selected by the calculation agent.

 

(e) If no banks are providing quotes, the rate of interest on the Prime Rate notes will be the same as the rate of interest thereon for the prior interest period.

 

 

 

 

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Pricing Supplement Number 4292

Dated January 24, 2006

Filed Pursuant to Rule 424(b)(3)

No. 333-123085

Additional Information:

General


At September 30, 2005, the Company had outstanding indebtedness totaling $344.022 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year. The total amount of outstanding indebtedness at September 30, 2005, excluding subordinated notes payable after one year, was equal to $341.143 billion.

Consolidated Ratio of Earnings to Fixed Charges

The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:
   

Year Ended December 31,

 

Nine Months Ended

2000

2001

2002

2003

2004

September 30, 2005
 

(Restated)

(Restated)

(Restated)

(Restated)

  

1.52

1.73

1.66

1.86

1.89

1.82
         

For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals.

CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT