424B3 1 c40095_424b3.htm
PROSPECTUS  Pricing Supplement No. 4259 
Dated May 17, 2005  Dated December 7, 2005 
PROSPECTUS SUPPLEMENT  Rule 424(b)(3)-Registration Statement 
Dated 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:  December 7, 2005
   
Settlement Date (Original Issue Date):  December 12, 2005
   
Maturity Date:  December 12, 2008
   
Principal Amount:  US$1,000,000,000
   
Price to Public (Issue Price):  100%
   
Agent’s Commission:  0.15%
   
All-in Price:  99.85%
   
Accrued Interest:  None
   
Net Proceeds to Issuer:  US$998,500,000
   
Interest Rate Basis (Benchmark):  Federal Funds Open (See “Additional Terms-Interest” below)
   
Index Currency:  U.S. Dollars
   
Spread (Plus or Minus)  Plus 0.15%
   
Index Maturity:  Overnight
   
Interest Payment Period:  Quarterly
   
Interest Payment Dates:  Quarterly on each March 12, June 12, September 12, and December 12 of
  each year, ending on the Maturity Date
   
Initial Interest Rate:  Determined as described in “Additional Terms-Interest” below
   
Interest Reset Periods and Dates:  Daily, on each Business Day provided that the Federal Funds Open Rate in
  effect for any day that is not a Business Day shall be the Federal Funds Open
  rate in effect for the prior Business Day
   
Interest Determination Dates:  On each Interest Reset Date
   
Day Count Convention:  Actual/360
   
Denominations:  Minimum of $1,000 with increments of $1,000 thereafter
   
Redemption Dates (if any):  None
   
Put Dates (if any):  None
   
Settlement:  DTC
   
CUSIP:  36962GT46


  (Floating Rate)
  Page 2
  Pricing Supplement No. 4259 
  Dated December 7, 2005 
  Rule 424(b)(3)-Registration Statement 
  No. 333-123085 

Additional Terms:

Interest

The interest rate applicable to each Interest Reset Period will equal the Federal Funds Open Rate (as defined below) plus the Spread set forth above.

The “Federal Funds Open Rate" for an Interest Determination Date will be the rate for that day under the heading "Federal Funds" for the relevant Index Maturity and opposite the caption "Open" as such rate is displayed on Moneyline Telerate Page 5.

If on a Calculation Date for an Interest Period such rate for an Interest Determination Date in that Interest Period does not appear on Moneyline Telerate Page 5, the rate for the Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg.

If on a Calculation Date for an Interest Period such rate for an Interest Determination Date in that Interest Period does not appear on Moneyline Telerate Page 5 or FFPREBON Index page on Bloomberg, the rate for such Interest Determination Date will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal Funds prior to 9.00 am, New York City time, on that day arranged by three brokers of Federal Funds transactions in New York City as selected by the Calculation Agent.

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.


  (Floating Rate)
  Page 3
  Pricing Supplement No. 4259 
  Dated December 7, 2005 
  Rule 424(b)(3)-Registration Statement 
  No. 333-123085 

Plan of Distribution:

The Notes are being purchased by J.P. Morgan Securities Inc. (the “Underwriter”), as principal, at 100.00% of the aggregate principal amount less an underwriting discount equal to 0.15% of the principal amount of the Notes. 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 .075% of the principal amount of the notes.

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

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