Dated March 13, 2006  
    Filed Pursuant to Rule 433  
    Registration Statement 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   
March 13, 2006
 
Time:   
 
Settlement Date (Original   
March 16, 2006
 
Issue Date):   
 
Maturity Date:   
March 16, 2009
 
Principal Amount:   
US$1,500,000,000
 
Price to Public (Issue Price):   
100.000% 
 
Agents’ Commission:   
0.15% 
 
All-in Price:   
99.85% 
 
Net Proceeds to Issuer:   
US$1,497,750,000
 
Interest Rate Basis   
LIBOR, as determined by LIBOR Telerate
 
(Benchmark):   
 
Index Currency:   
U.S. Dollars
 
Spread (plus or minus):   
Plus 0.04%
 
Index Maturity:   
Three Months
 
Index Payment Period:   
Quarterly
 
Interest Payment Dates:   
Quarterly on each March 16, June 16, September 16,
 
   
December 16 of each year, ending on the Maturity Date
 
Initial Interest Rate:   
To be determined two London Business Days prior to the
 
   
Original Issue Date based on three months USD LIBOR
 
   
plus 0.04%
 
Interest Reset Periods   
Quarterly on each Interest Payment Date
 
and Dates:   
 
Interest Determination Dates:   
Quarterly, two London Business Days prior to each
 
   
Interest Reset Date
 
Day Count Convention:   
Actual/360
 
Denominations:   
Minimum of $1,000 with increments of $1,000 thereafter
 
Redemption Dates:   
None
 
Put Dates:   
None
 
Settlement:   
DTC
 
CUSIP:   
36962GV84
 
Common Code:   
To Be Provided
 
ISIN:   
36962GV846
 

 

    Page 2  
    Dated March 13, 2006  
    Filed Pursuant to Rule 433  
    Registration Statement No. 333-123085  

 

Plan of Distribution:

The Notes are being purchased by the following financial institutions in their respective amounts (collectively, the “Underwriters”), as principal, at 100.000% of the aggregate principal amount of the Notes. The Underwriters have advised the Company that the Underwriters propose to offer the Notes for sale at the Re-offer Price referenced above.

Institution 
Commitment 
 
Lead Managers:     
Credit Suisse Securities (USA) LLC  $690,000,000   
J.P. Morgan Securities Inc.  $690,000,000   
Co-Managers:     
Blaylock & Partners, L.P.  $30,000,000   
Samuel A. Ramirez & Company, Inc.  $30,000,000   
Utendahl Capital Partners, L.P.  $30,000,000   
The Williams Capital Group, L.P.  $30,000,000   
Total  $1,500,000,000   

GE Capital Markets, Inc. will act as a sales agent in connection with the offering and will receive a fee from the underwriter equal to 0.046% of the principal amount of the notes.

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

    Page 3   
    Dated March 13, 2006  
    Filed Pursuant to Rule 433  
    Registration Statement No. 333-123085  

 


Additional Information:
General

At December 31, 2005, the Company had outstanding indebtedness totaling $355.885 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 December 31, 2005, excluding subordinated notes payable after one year, was equal to $353.200 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, 
 
  2001    2002  2003    2004 
2005 
 
 
  1.56    1.62  1.71    1.82 
1.66 
 

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 HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the underwriter at 1-212-834-4533 or Investor Communications of the issuer at 1-203-357-3950.