10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

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.)
260 Long Ridge Road, Stamford, CT	06927
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code)(203) 357-4000

(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 [X] No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

At May 6, 2005, 3,985,403 shares of voting common stock, which constitutes 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 Results of Operations and Financial Condition	12
Item 4. Controls and Procedures	22
Part II - Other Information
Item 1. Legal Proceedings	22
Item 6. Exhibits	23
Signatures	24

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 “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties arise from the behavior of financial markets, including fluctuations in interest rates and commodity prices; from future integration of acquired businesses; from future financial performance of major industries which we serve including, without limitation, the air and rail transportation, energy generation, real estate and healthcare industries; from unanticipated loss development in our insurance businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory 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.

2005 Restatement

As described in our Annual Report on Form 10-K/A for the year ended December 31, 2004, we have restated our financial statements and other information.

For further discussion of the effects of the 2005 restatement see Part 1, Item 1. Financial Statements, note 1 of Notes to Condensed, Consolidated Financial Statements (Unaudited), Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition and Item 4. Controls and Procedures.

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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)	2005				2004 (Restated)
Revenues
Revenues from services (note 3)	$		15,493		$	13,871
Sales of goods			674			576
Total revenues			16,167			14,447
Costs and expenses
Interest			3,416			2,624
Operating and administrative			4,729			4,739
Cost of goods sold			635			551
Insurance losses and policyholder and annuity benefits			2,191			1,843
Provision for losses on financing receivables			928			953
Depreciation and amortization			1,626			1,418
Minority interest in net earnings of consolidated affiliates			120			38
Total costs and expenses			13,645			12,166
Earnings before income taxes			2,522			2,281
Provision for income taxes			(445	)		(502	)
Net earnings			2,077			1,779
Dividends			(239	)		(390	)
Retained earnings at beginning of period			34,947			29,835
Retained earnings at end of period	$	36,785			$	31,224

See “Notes to Condensed, Consolidated Financial Statements.”

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General Electric Capital Corporation and consolidated affiliates

Condensed Statement of Financial Position

(In millions)	March 31, 2005				December 31, 2004
	(Unaudited)
Assets
Cash and equivalents		$	8,987			$	9,840
Investment securities			85,165				86,932
Financing receivables - net (note 4)			279,534				279,588
Insurance receivables - net			27,329				27,183
Other receivables			25,784				21,968
Inventories			196				189
Buildings and equipment, less accumulated amortization of $20,577
and $20,459			47,298				46,351
Intangible assets - net (note 5)			25,986				25,426
Other assets			68,586				69,408
Total assets		$	568,865			$	566,885
Liabilities and equity
Borrowings (note 6)		$	350,741			$	352,326
Accounts payable			16,689				17,083
Insurance liabilities, reserves and annuity benefits			104,210				103,890
Other liabilities			22,464				23,253
Deferred income taxes			10,413				10,270
Total liabilities			504,517				506,822
Minority interest in equity of consolidated affiliates			8,300				6,105
Capital stock			59				59
Accumulated gains (losses) - net
Investment securities			572				974
Currency translation adjustments			5,077				4,844
Cash flow hedges			(863	)			(1,281	)
Minimum pension liabilities			(130	)			(124	)
Additional paid-in capital			14,548				14,539
Retained earnings			36,785				34,947
Total shareowner’s equity			56,048				53,958
Total liabilities and equity		$	568,865			$	566,885

The sum of accumulated gains (losses) on investment securities, currency translation adjustments, cash flow hedges and minimum pension liabilities constitutes “Accumulated nonowner changes other than earnings,” and was $4,656 million and $4,413 million at March 31, 2005, and December 31, 2004, respectively.

See “Notes to Condensed, Consolidated Financial Statements.”

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General Electric Capital Corporation and consolidated affiliates

Condensed Statement of Cash Flows

(Unaudited)

	Three months ended
	March 31
(In millions)	2005			2004 (Restated)		(a)
Cash flows - operating activities
Net earnings	$	2,077		$	1,779
Adjustments to reconcile net earnings to cash provided from operating activities
Depreciation and amortization of buildings and equipment		1,626			1,418
Decrease in accounts payable		(629	)		(877	)
Increase in insurance liabilities, reserves and annuity benefits		1,123			1,026
Provision for losses on financing receivables		928			953
All other operating activities		1,547			623
Cash from operating activities		6,672			4,922
Cash flows - investing activities
Increase in loans to customers		(75,616	)		(62,298	)
Principal collections from customers - loans		74,213			63,605
Investment in equipment for financing leases		(5,209	)		(4,100	)
Principal collections from customers - financing leases		5,712			5,211
Net change in credit card receivables		1,923			1,035
Additions to buildings and equipment		(2,410	)		(1,951	)
Dispositions of buildings and equipment		1,709			791
Payments for principal businesses purchased		(4,631	)		(12,147	)
Purchases of securities by insurance and annuity businesses		(3,720	)		(3,952	)
Dispositions of securities by insurance and annuity businesses		3,318			3,113
All other investing activities		(425	)		1,980
Cash used for investing activities		(5,136	)		(8,713	)
Cash flows - financing activities
Net increase (decrease) in borrowings (maturities 90 days or less)		(3,777	)		1,218
Newly issued debt:
Short-term (91-365 days)		401			310
Long-term senior		22,891			9,988
Non-recourse, leveraged lease		47			220
Repayments and other debt reductions:
Short-term (91-365 days)		(14,667	)		(8,791	)
Long-term senior		(5,632	)		(623	)
Non-recourse, leveraged lease		(504	)		(264	)
Proceeds from sales of investment contracts		4,321			2,657
Redemption of investment contracts		(5,230	)		(3,683	)
Dividends paid to shareowner		(239	)		(390	)
Cash from (used for) financing activities		(2,389	)		642
Decrease in cash and equivalents		(853	)		(3,149	)
Cash and equivalents at beginning of year		9,840			9,719
Cash and equivalents at March 31	$	8,987		$	6,570

See “Notes to Condensed, Consolidated Financial Statements.”

(a) Certain individual line items within cash from operating activities have been restated.

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Notes to Condensed, Consolidated Financial Statements (Unaudited)

1. The accompanying condensed, consolidated quarterly financial statements represent the consolidation of General Electric Capital Corporation and all of our affiliates (GECC). We have reclassified certain prior-period amounts to conform to the current period’s presentation.

2005 Restatement

As described in our Annual Report on Form 10-K/A for the year ended December 31, 2004, we have restated our financial statements and other information. The following table sets forth the effects of the 2005 restatement on certain line items within our previously reported Statement of Earnings for the quarter ended March 31, 2004.

	Three months ended March 31, 2004
(In millions)	As previously reported			As restated
Statement of Earnings
Revenues from services (note 3)	$	13,629		$	13,871
Interest		2,591			2,624
Earnings before income taxes		2,072			2,281
Provision for income taxes		(419	)		(502	)
Net earnings		1,653			1,779
Retained earnings at beginning of period		29,445			29,835
Retained earnings at end of period		30,708			31,224

2. The condensed, consolidated quarterly financial statements and notes thereto are unaudited. 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 quarterly financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. 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 a Saturday. 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 Web site, www.ge.com/secreports.

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

	Three months ended March 31
(In millions)		2005		2004 (Restated)
Interest on time sales and loans	$	4,947	$	4,272
Premiums earned by insurance businesses		1,835		1,803
Operating lease rentals		2,803		2,463
Investment income		1,408		1,126
Financing leases		937		1,071
Fees		1,055		864
Other income(a)		2,508		2,272
Total(b)	$	15,493	$	13,871

(a)	Included the gain on Genworth Financial, Inc. (Genworth) secondary public offering and repurchase of $163 million for the first quarter of 2005.
(b)	Included $370 million in 2005 ($157 million of which related to Australian Financial Investments Group (AFIG), a 2004 acquisition) and $327 million in 2004 related to consolidated, liquidating securitization entities.

4. Financing receivables - net, consisted of the following.

	At
(In millions)	3/31/05			12/31/04
Time sales and loans, net of deferred income	$	219,452		$	218,837
Investment in financing leases, net of deferred income		65,566			66,340
		285,018			285,177
Less allowance for losses		(5,484	)		(5,589	)
Financing receivables - net	$	279,534		$	279,588

Included in the above are the financing receivables of consolidated, liquidating securitization entities as follows:

	At
(In millions)	3/31/05			12/31/04
Time sales and loans, net of deferred income	$	19,982		$	20,728
Investment in financing leases, net of deferred income		1,771			2,125
		21,753			22,853
Less allowance for losses		(9	)		(5	)
Financing receivables - net	$	21,744		$	22,848

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5. Intangible assets - net, consisted of the following.

	At
(In millions)	3/31/05		12/31/04
Goodwill	$	23,158	$	23,067
Present value of future profits (PVFP)		836		800
Capitalized software		689		658
Other intangibles		1,303		901
Total	$	25,986	$	25,426

Intangible assets were net of accumulated amortization of $6,129 million at March 31, 2005, and $9,581 million at December 31, 2004.

Changes in goodwill balances, net of accumulated amortization, follow.

	2005
(In millions)	Commercial Finance				Consumer Finance				Equipment & Other Services				Insurance				Portion of goodwill not included in GECC				Total
Balance at January 1		$	10,271			$	9,860			$	1,459			$	3,826			$	(2,349	)		$	23,067
Acquisitions/purchase
accounting adjustments			199				(83	)			(1	)			(52	)			6				69
Currency exchange and other			(2	)			24				6				(11	)			5				22
Balance at March 31		$	10,468			$	9,801			$	1,464			$	3,763			$	(2,338	)		$	23,158

The amount of goodwill related to new acquisitions recorded during the first quarter of 2005 was $228 million, which related to the acquisition of Transportation Financial Services Group of CitiCapital by Commercial Finance. Upon closing an acquisition, we estimate the fair values of assets and liabilities acquired and consolidate the acquisition as quickly as possible. Given the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet (frequently with implications for the price of the acquisition), then to adjust the acquired company’s accounting policies, procedures, books and records to our standards, it is often several quarters before we are able to finalize those initial fair value estimates. Accordingly, subsequent revisions to our initial estimates are not uncommon. During 2005, we decreased goodwill associated with previous acquisitions by $159 million; the largest such adjustment was associated with the 2004 acquisition of Australian Financial Investments Group (AFIG) by Consumer Finance.

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Intangible Assets Subject to Amortization

	At
	3/31/05								12/31/04
(In millions)	Gross carrying amount		Accumulated amortization				Net		Gross carrying amount		Accumulated amortization				Net
PVFP	$	2,372		$	(1,536	)	$	836	$	2,334		$	(1,534	)	$	800
Capitalized software		1,538			(849	)		689		1,451			(793	)		658
Patents, licenses and other		403			(237	)		166		458			(241	)		217
Servicing assets and all other		1,740			(603	)		1,137		4,713			(4,029	)		684
Total	$	6,053		$	(3,225	)	$	2,828	$	8,956		$	(6,597	)	$	2,359

Amortization expense related to intangible assets, subject to amortization, for the quarters ended March 31, 2005 and 2004 was $139 million and $160 million, respectively.

Changes in PVFP balances follow.

	Three months ended March 31
(In millions)		2005			2004
Balance at January 1	$	800		$	1,259
Accrued interest(a)		12			15
Amortization		(28	)		(48	)
Other		52			(58	)
Balance at March 31	$	836		$	1,168

(a)   Interest was accrued at a rate of 7.3% and 6.1% for the quarters ended March 31, 2005 and 2004, respectively.  

Recoverability of PVFP is evaluated periodically by comparing the current estimate of the present value of expected future gross profits with the unamortized asset balance. If such comparison indicates that the expected gross profits will not be sufficient to recover PVFP, the difference is charged to expense. No such expense was recorded in the first quarters of 2005 or 2004.

Amortization expense for PVFP in future periods will be affected by acquisitions, realized capital gains and losses or other factors affecting the ultimate amount of gross profits realized from certain lines of business. Similarly, future amortization expense for other intangibles will depend on acquisition activity and other business transactions.

The estimated percentage of the December 31, 2004, net PVFP balance to be amortized over each of the next five years follows.

2005		2006		2007		2008		2009
10.1	%	10.5	%	9.5	%	8.2	%	6.7	%

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6. Borrowings are summarized in the following table.

	At
(In millions)	3/31/05		12/31/04
Short-term borrowings
Commercial paper
U.S.
Unsecured	$	56,068	$	55,644
Asset-backed(a)		12,599		13,842
Non-U.S.		20,038		20,835
Current portion of long-term debt(b)		39,502		37,426
Other		17,960		20,045
Total		146,167		147,792
Long-term borrowings
Senior notes
Unsecured		179,755		178,517
Asset-backed(c)		9,782		10,939
Extendible notes(d)		14,217		14,258
Subordinated notes(e)		820		820
Total		204,574		204,534
Total borrowings	$	350,741	$	352,326

(a)	Entirely obligations of consolidated, liquidating securitization entities. See note 8.
(b)	Included short-term borrowings by consolidated, liquidating securitization entities of $847 million and $756 million at March 31, 2005, and December 31, 2004, respectively.
(c)	Asset-backed senior notes are all issued by consolidated, liquidating securitization entities as discussed in note 8. The amount related to AFIG, a 2004 acquisition, was $8,804 million and $9,769 million at March 31, 2005, and December 31, 2004, respectively.
(d)	Included obligations of consolidated, liquidating securitization entities in the amount of $226 million and $267 million at March 31, 2005, and December 31, 2004, respectively.
(e)	At March 31, 2005, and December 31, 2004, $0.7 billion of subordinated notes, issued in 1991 and 1992, were guaranteed by General Electric Company.

7. 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)	2005			2004 (Restated)
Net earnings	$	2,077		$	1,779
Investment securities - net changes in value		(402	)		1,436
Currency translation adjustments - net		233			(82	)
Cash flow hedges - net changes in value		418			9
Minimum pension liabilities - net		(6	)		(1	)
Total	$	2,320		$	3,141

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8. Securitized assets that are reported in our financial statements are held by securitization-related special purpose entities that were consolidated in accordance with Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46, Consolidation of Variable Interest Entities, as amended. Although we do not control these entities, consolidation was required because we provided a majority of the credit and liquidity support for their activities. A majority of these entities were established to issue asset-backed securities, using assets that were sold by us and by third parties. These entities differ from others included in our consolidated financial statements because the assets they hold are legally isolated and are unavailable to us under any circumstances. Repayment of their liabilities depends primarily on cash flows generated by their assets. Because we have ceased transferring assets to these entities, balances will decrease as the assets repay. We refer to these entities as “consolidated, liquidating securitization entities.”

In December 2004, we acquired AFIG. Prior to our acquisition, AFIG had established entities to securitize residential real estate mortgages, its primary assets. These entities are required to be consolidated under U.S. accounting standards. Similar to the entities discussed above, no new assets have been transferred to them post-acquisition, and we intend to run off these assets. Because these entities have characteristics similar to those we consolidated when we adopted FIN 46, they are included in the disclosures about securitization entities provided below.

The following table represents assets in securitization entities, both consolidated and off-balance sheet.

	At
(In millions)	3/31/05		12/31/04
Receivables secured by:
Equipment	$	12,225	$	13,673
Commercial real estate		13,597		14,123
Residential real estate - AFIG		8,910		9,094
Other assets		11,413		11,723
Credit card receivables		7,698		7,075
Total securitized assets	$	53,843	$	55,688

	At
(In millions)	3/31/05		12/31/04
Off-balance sheet(a)(b)	$	28,478	$	28,950
On-balance sheet - AFIG		8,910		9,094
On-balance sheet - other(c)		16,455		17,644
Total securitized assets	$	53,843	$	55,688

(a)	At March 31, 2005, and December 31, 2004, liquidity support amounted to $1,700 million and $2,100 million, respectively. These amounts are net of $2,800 million and $2,900 million, respectively, participated or deferred beyond one year. Credit support amounted to $4,600 million and $5,000 million at March 31, 2005, and December 31, 2004, respectively.
(b)	Liabilities for recourse obligations related to off-balance sheet assets were $0.1 billion at both March 31, 2005, and December 31, 2004.
(c)	At March 31, 2005, and December 31, 2004, liquidity support amounted to $13,100 million and $14,400 million, respectively. These amounts are net of $800 million and $1,200 million, respectively, participated or deferred beyond one year. Credit support amounted to $5,400 million and $6,900 million at March 31, 2005, and December 31, 2004, respectively.

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The portfolio of financing receivables consisted of loans and financing lease receivables secured by equipment, commercial and residential real estate and other assets; and credit card receivables. Examples of these assets include loans and leases on manufacturing and transportation equipment, loans on commercial property, commercial loans, and balances of high credit quality accounts from sales of a broad range of products and services to a diversified customer base.

Assets in consolidated, liquidating securitization entities are shown in the following captions in the Statement of Financial Position.

	At
(In millions)	3/31/05		12/31/04
Investment securities	$	1,012	$	1,147
Financing receivables - net (note 4)(a)		21,744		22,848
Other assets		2,286		2,408
Other, principally insurance receivables		323		335
Total	$	25,365	$	26,738

(a)   Included $8,910 million and $9,094 million related to AFIG, a 2004 acquisition, at March 31, 2005, and December 31, 2004, respectively.  

9. In May 2004, we completed an initial public offering of Genworth Financial, Inc. (Genworth), our formerly wholly-owned subsidiary that conducts most of our consumer insurance business, including life and mortgage insurance operations. In March 2005, we completed a secondary public offering of 80.5 million shares of Class A Common Stock and, concurrently Genworth repurchased directly from us approximately 19.4 million shares of Genworth Class B Common Stock. These transactions resulted in a pre-tax gain of $156 million ($86 million after tax) recognized in the Insurance segment and reduced our ownership of Genworth to 51.7%.

10. On May 5, 2005, we signed a letter of intent to sell the outstanding shares of Medical Protective Corporation—an entity in our Insurance segment—to a subsidiary of Berkshire Hathaway, Inc. Medical Protective Corporation is a leading provider of primary medical malpractice insurance to physicians and dentists. Total assets of Medical Protective Corporation were approximately $2.8 billion as of March 31, 2005. The proposed transaction is expected to close in the second quarter of 2005, subject to certain regulatory approvals.

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

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 U.S. Securities and Exchange Commission (SEC) rules; those rules require the supplemental explanations and reconciliations provided in Exhibit 99 to this report on Form 10-Q.

See the Segment Operations section below for a more detailed discussion of our businesses.

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2005 Restatement

As discussed in the 2005 Restatement section on page 2 and further described in note 1 of the Notes to Condensed, Consolidated Financial Statements (Unaudited), we have restated our financial statements and other information.

In light of the restatement, readers should no longer rely on our previously filed financial statements and other financial information for the years and for each of the quarters in the years 2004, 2003, 2002 and 2001.

Overview

Our first quarter 2005 results reflected the continued benefits of our ongoing strategies. Consumer Finance and Commercial Finance assets were up 18% in the first quarter of 2005 compared with the first quarter of 2004. In addition, Commercial Finance acquired the Transportation Financial Services Group of CitiCapital during 2005.

In March 2005, we completed transactions that resulted in an after-tax gain of $0.1 billion recognized in the Insurance segment and reduced our ownership of Genworth to 51.7%. At March 31, 2005, we held 243.2 million shares of Genworth’s Class B Common Stock and our remaining investment was $5.7 billion. We expect (subject to market conditions) to reduce our ownership over the next two years as Genworth transitions to full independence.

Revenues for the first quarter of 2005 were $16.2 billion, a $1.7 billion (12%) increase over the first quarter of 2004. Revenues included $1.0 billion and $0.3 billion of revenue from acquisitions for the first quarters of 2005 and 2004, respectively, and $0.1 billion in 2005 from the effects of dispositions. Revenues were reduced by $0.1 billion and included $0.2 billion in the first quarters of 2005 and 2004, respectively, related to the 2005 restatement. Revenues also increased $1.3 billion compared with the first quarter of 2004 primarily as a result of organic revenue growth and the effects of the weaker U.S. dollar. Organic revenue growth excludes the effects of acquisitions, dispositions and the effects of the weaker U.S. dollar, as well as the Insurance segment.

Net earnings for the first quarter of 2005 was $2.1 billion, compared with $1.8 billion for the first quarter of 2004. Two of our four businesses - Commercial Finance and Consumer Finance - contributed double-digit improvements to earnings during the first quarter of 2005.

We integrate acquisitions as quickly as possible and only revenues and earnings from the date we complete the acquisition through the end of the fourth following quarter are attributed to such businesses.

Effects of the acquisitions and dispositions on comparisons of our operations follow.

	Three months ended March 31
(In billions)	2005			2004
Acquisitions
Revenues	$	1.0		$	0.9
Net earnings		0.1			0.1
Dispositions
Revenues	$	0.1		$	(0.8	)
Net earnings		(0.1	)		(0.1	)

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Provision for income taxes was $445 million for the first quarter of 2005 (an effective tax rate of 17.6%), compared with $502 million for the first quarter of 2004 (an effective tax rate of 22.0%). The tax rate decreased primarily from the ongoing reorganization of our foreign aircraft leasing operations, partially offset by growth in our pre-tax earnings that was principally from sources subject to tax at a rate higher than our average rate for 2004.

Segment Operations

Revenues and segment net earnings for operating segments of General Electric Capital Services, Inc. (GECS), the sole owner of the common stock of GECC are summarized and discussed below with a reconciliation to the GECC-only results, for the first quarters ended March 31, 2005 and 2004. The most significant component of these reconciliations is the exclusion from the Insurance segment at the GECC level of the results of GE Insurance Solutions Corporation (GE Insurance Solutions), which is not a subsidiary of GECC but is a direct subsidiary of GECS. We have reclassified certain prior-period amounts to conform to the current period’s presentation.

Segment net earnings is determined based on internal performance measures used by the Chairman to assess the performance of each business in a given period. In connection with that assessment, the Chairman may exclude matters such as charges for restructuring; rationalization and other similar expenses; certain acquisition-related charges; certain gains and losses from dispositions; and litigation settlements or other charges, responsibility for which precedes the current management team.

Consolidated

	Three months ended March 31
(In millions)	2005			2004 (Restated)
Revenues
Commercial Finance	$	6,040		$	5,391
Consumer Finance		4,689			3,589
Equipment & Other Services		1,919			2,252
Insurance		6,333			5,953
Total revenues		18,981			17,185
Less portion of revenues not included in GECC		(2,814	)		(2,738	)
Total revenues in GECC	$	16,167		$	14,447
Net earnings
Commercial Finance	$	1,151		$	955
Consumer Finance		735			602
Equipment & Other Services		(1	)		4
Insurance		383			410
Total net earnings		2,268			1,971
Less portion of net earnings not included in GECC		(191	)		(192	)
Total net earnings in GECC	$	2,077		$	1,779

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Commercial Finance

	Three months ended March 31
(In millions)	2005			2004
Revenues	$	6,040		$	5,391
Less portion of Commercial Finance not included in GECC		(146	)		(83	)
Total revenues in GECC	$	5,894		$	5,308
Net revenues
Total revenues	$	5,894		$	5,308
Interest expense		1,756			1,380
Total net revenues	$	4,138		$	3,928
Net earnings	$	1,151		$	955
Less portion of Commercial Finance not included in GECC		(74	)		(25	)
Total net earnings in GECC	$	1,077		$	930

	At
(In millions)	3/31/05		3/31/04			12/31/04
Total assets	$	234,936	$	221,258		$	232,123
Less portion of Commercial Finance not included in GECC		1,281		(82	)		288
Total assets in GECC	$	236,217	$	221,176		$	232,411

	Three months ended March 31
(In millions)	2005		2004
Real Estate(a)
Revenues in GECS	$	763	$	603
Net earnings in GECS	$	282	$	230
Aviation Services(a)
Revenue in GECS	$	817	$	715
Net earnings in GECS	$	163	$	144

	At
(In millions)	3/31/05		3/31/04		12/31/04
Real Estate(a)
Total assets in GECS	$	30,824	$	31,503	$	33,497
Aviation Services(a)
Total assets in GECS	$	37,488	$	34,353	$	37,384

(a)   We provide additional information on two of our segment product lines, Real Estate (commercial real estate financing) and Aviation Services (commercial aircraft financing). Each of these product lines finances a single form of collateral, and each has particular discrete concentrations of risk and opportunities.  

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Commercial Finance revenues and net earnings increased 12% and 21%, respectively, compared with the first quarter of 2004. Revenues for the first quarters of 2005 and 2004 included $0.5 billion and $0.3 billion from acquisitions, respectively. Absent the effect of these acquisitions, revenues increased $0.4 billion compared with the first quarter of 2004 as a result of organic revenue growth ($0.3 billion) and the effects of the weaker U.S. dollar ($0.1 billion). The increase in net earnings resulted primarily from acquisitions ($0.1 billion) and core growth ($0.1 billion).

The most significant acquisitions affecting Commercial Finance results in 2005 were the Transportation Financial Services Group of CitiCapital, acquired during the first quarter of 2005; the U.S. leasing business of IKON Office Solutions, acquired during the second quarter of 2004; and the commercial lending business of Transamerica Finance Corporation, and Sophia S.A., both acquired during the first quarter of 2004. These businesses contributed $0.4 billion and $0.1 billion to first quarter 2005 revenues and net earnings, respectively.

Consumer Finance

	Three months ended March 31
(In millions)	2005			2004
Revenues	$	4,689		$	3,589
Less portion of Consumer Finance not included in GECC		-			(9	)
Total revenues in GECC	$	4,689		$	3,580
Net revenues
Total revenues	$	4,689		$	3,580
Interest expense		1,278			769
Total net revenues	$	3,411		$	2,811
Net earnings	$	735		$	602
Less portion of Consumer Finance not included in GECC		(4	)		(15	)
Total net earnings in GECC	$	731		$	587

	At
(In millions)	3/31/05			3/31/04			12/31/04
Total assets	$	149,912		$	107,366		$	151,255
Less portion of Consumer Finance not included in GECC		(768	)		(711	)		(724	)
Total assets in GECC	$	149,144		$	106,655		$	150,531

Consumer Finance revenues and net earnings increased 31% and 22%, respectively, compared with the first quarter of 2004. Revenues for the first quarter of 2005 included $0.5 billion from acquisitions. Absent the effect of these acquisitions, revenues increased $0.6 billion compared with the first quarter of 2004 as a result of organic revenue growth ($0.5 billion) and the effects of the weaker U.S. dollar ($0.1 billion). The increase in net earnings resulted primarily from core growth ($0.1 billion).

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The most significant acquisitions affecting Consumer Finance results in 2005 were Australian Financial Investments Group (AFIG), a residential mortgage lender in Australia, the private-label credit card portfolio of Dillard’s Inc. and the strategic joint venture with Hyundai Capital Services, Korea’s leading consumer finance company, all acquired during the fourth quarter of 2004; and WMC Finance Co. (WMC), a U.S. wholesale mortgage lender, acquired during the second quarter of 2004. These businesses contributed $0.4 billion to first quarter 2005 revenues.

Equipment & Other Services

	Three months ended March 31
(In millions)	2005			2004 (Restated)
Revenues	$	1,919		$	2,252
Less portion of Equipment & Other Services not included in GECC		144			193
Total revenues in GECC	$	2,063		$	2,445
Net earnings	$	(1	)	$	4
Less portion of Equipment & Other Services not included in GECC		30			19
Total net earnings in GECC	$	29		$	23

Equipment & Other Services revenues decreased $0.3 billion compared with the first quarter of 2004. Revenues for the first quarter of 2005 were reduced by $0.1 billion as a result of the 2005 restatement and by $0.1 billion as a result of the 2004 ITS disposition. Revenues for the first quarter of 2004 included $0.2 billion resulting from the 2005 restatement. Revenues also increased $0.1 billion compared with the first quarter of 2004 primarily as a result of organic revenue growth ($0.1 billion) resulting from improved operating performance at Equipment Services ($0.1 billion), and improved investment returns at GE Equity ($0.1 billion), partially offset by the results of consolidated, liquidating securitization entities ($0.1 billion).

Insurance

	Three months ended March 31
(In millions)	2005			2004
Revenues	$	6,333		$	5,953
Less portion of Insurance not included in GECC		(2,812	)		(2,839	)
Total revenues in GECC	$	3,521		$	3,114
Net earnings	$	383		$	410
Less portion of Insurance not included in GECC		(143	)		(171	)
Total net earnings in GECC	$	240		$	239
GE Insurance Solutions
Revenues in GECS	$	2,340		$	2,647
Net earnings in GECS	$	151		$	140

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Insurance revenues increased 6% and net earnings decreased 7% compared with the first quarter of 2004. The increase in revenues resulted primarily from higher investment income ($0.5 billion), the effects of the secondary public offering and repurchase ($0.2 billion) at Genworth and the effects of the weaker U.S. dollar ($0.1 billion). These increases were partially offset by net declines in volume resulting from the strategic exit of certain business channels, primarily at GE Insurance Solutions ($0.4 billion). Net earnings decreased primarily from the after-tax effects of the Genworth public offerings ($0.1 billion).

B. Statement of Financial Position

Overview of Financial Position

Major changes in our financial position resulted from the following.

· In the first quarter of 2005, we completed the acquisition of the Transportation Financial Services Group of CitiCapital. At the acquisition date, this transaction resulted in an increase in total assets of $4.7 billion, of which $4.0 billion was financing receivables before allowance for losses.

·Minority interest in equity of consolidated affiliates increased $2.2 billion during 2005, primarily because of our sale of an additional 18.4% of the common shares of Genworth.

Investment securities comprise mainly available-for-sale investment-grade debt securities held by Insurance in support of obligations to annuitants and policyholders, and debt and equity securities designated as trading and associated with certain non-U.S. contractholders who retain the related risks and rewards, except in the event of our bankruptcy or liquidation. Investment securities were $85.2 billion at March 31, 2005,1.8 billion lower than at December 31, 2004. The decrease was primarily the net result of investing premiums received and reinvesting investment income, and a decrease in the estimated fair value of debt securities.

We regularly review investment securities for 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 available-for-sale securities with unrealized losses at March 31, 2005, approximately $0.1 billion was at risk of being charged to earnings in the next 12 months; more than half of this amount related to commercial airlines.

Impairment losses were insignificant for the first quarter of 2005 compared with $0.1 billion in the first quarter of 2004. We recognized impairments in both periods for issuers in a variety of industries; we do not believe that any of the impairments indicate likely future impairments in the remaining portfolio.

Gross unrealized gains and losses were $2.5 billion and $0.8 billion, respectively, at March 31, 2005, compared with $2.9 billion and $0.6 billion, respectively, at December 31, 2004, primarily reflecting a decrease in the estimated fair value of debt securities as interest rates increased. At March 31, 2005, available accounting gains could be as much as $1.4 billion, net of consequential adjustments to certain insurance assets that are amortized based on anticipated gross profits. The market values we used in determining unrealized gains and losses are those defined by relevant accounting standards and should not be viewed as a forecast of future gains or losses.

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At March 31, 2005, unrealized losses with a duration of 12 months or more related to investment securities collateralized by commercial aircraft were $0.4 billion. The aggregate amortized cost of these available-for-sale securities was $1.8 billion. We believe that our securities, which are current on all payment terms, are in an unrealized loss position because of ongoing negative market reaction to difficulties in the commercial airline industry. For these securities, we do not anticipate changes in the timing and amount of estimated cash flows, and expect full recovery of our amortized cost. Further, should our cash flow expectation prove to be incorrect, the current aggregate market values of aircraft collateral, based on information from independent appraisers, exceeded totals of both the market values and the amortized cost of our securities at March 31, 2005. See additional discussion of our positions in the commercial aviation industry on page 20.

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, decreased to $285.0 billion at March 31, 2005, from $285.2 billion at December 31, 2004, as discussed in the following paragraphs. The related allowance for losses at March 31, 2005, amounted to $5.5 billion compared with $5.6 billion at December 31, 2004, 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; “nonearning” receivables are those that are 90 days or more past due (or for which collection has otherwise become doubtful); and “reduced-earning” receivables are commercial receivables whose terms have been restructured to a below-market yield.

Commercial Finance financing receivables, before allowance for losses, totaled $143.7 billion at March 31, 2005, compared with $142.3 billion at December 31, 2004, and consisted of loans and leases to the equipment, commercial and industrial, real estate and commercial aircraft industries. This portfolio of receivables increased primarily from core growth ($4.8 billion) and acquisitions ($4.5 billion), partially offset by securitizations and sales ($6.9 billion). Related nonearning and reduced-earning receivables were $1.6 billion (1.1% of outstanding receivables) at both March 31, 2005 and year-end 2004. Commercial Finance financing receivables are generally backed by assets and there is a broad spread of geographic and credit risk in the portfolio.

In the fourth quarter of 2004, Consumer Finance adopted a global policy for uncollectible receivables that accelerated write-offs to follow one consistent basis. We now write off unsecured closed-end installment loans that become 120 days contractually past due and unsecured open-ended revolving loans that become 180 days contractually past due.

Consumer Finance financing receivables, before allowance for losses, were $127.3 billion at March 31, 2005, compared with $127.8 billion at December 31, 2004, and consisted primarily of card receivables, installment loans, auto loans and leases, and residential mortgages. This portfolio of receivables decreased primarily as a result of normal seasonal variations in consumer spending in the U.S. ($1.6 billion) and whole loan sales and securitization activity ($0.9 billion), partially offset by non-U.S. core growth ($1.4 billion) and by the effects of the weaker U.S. dollar ($0.6 billion).

Nonearning consumer receivables were $2.7 billion at March 31, 2005 compared with $2.5 billion at December 31, 2004 representing 2.1% and 2.0% of outstanding receivables, respectively. The percentage increase is primarily related to higher nonearnings in our European secured financing business, a business that tends to experience relatively higher delinquencies but lower losses than the rest of our consumer portfolio. This increase is partially offset by decreases in our U.S. portfolio resulting from an improving economic environment coupled with collections effectiveness more than offsetting seasonality.

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Equipment & Other Services financing receivables, before allowance for losses, amounted to $14.1 billion and $15.1 billion at March 31, 2005, and December 31, 2004, respectively, and consisted primarily of financing receivables in consolidated, liquidating securitization entities. This portfolio of receivables decreased because we have stopped transferring assets to these entities. Nonearning receivables were $0.2 billion at March 31, 2005 and December 31, 2004, representing 1.3% and 1.2% of outstanding receivables, respectively.

Approximate delinquency rates on managed Commercial Finance equipment loans and leases and managed Consumer Finance financing receivables follow.

	Approximate Delinquency Rates At
	3/31/05		12/31/04		3/31/04
Commercial Finance	1.54	%	1.40	%	1.38	%
Consumer Finance	5.18		4.85		5.76

Approximate delinquency rates at Commercial Finance increased from December 31, 2004 to March 31, 2005, primarily resulting from delinquencies in certain larger balance loans and leases, partially offset by improvements in the remaining core portfolio. The increase from March 31, 2004 to March 31, 2005, reflected the effect of certain acquired portfolios, partially offset by improvement in the overall core portfolio.

Approximate delinquency rates at Consumer Finance increased from December 31, 2004 to March 31, 2005, as a result of higher delinquencies in our European secured financing business, a business that tends to experience relatively higher delinquencies but lower losses than the rest of our consumer portfolio. This increase is partially offset by decreases in our U.S. portfolio resulting from an improving economic environment coupled with collections effectiveness more than offsetting seasonality. The decrease from March 31, 2004 to March 31, 2005, reflected the results of the standardization of our write-off policy and the acquisition of AFIG, a residential mortgage lender in Australia, partially offset by higher delinquencies in our European secured financing business.

C. Additional Considerations

Commercial Aviation

Commercial aviation is an industry in which we have a significant ongoing interest. Most U.S. carriers have been operating under pressure from a variety of factors, including higher jet fuel costs. However, demand in the global markets has been strong and we continue to be confident in the global industry’s prospects. During the first quarter of 2005, we recognized impairment charges of $0.2 billion compared with an insignificant amount of impairments in the first quarter of 2004.

US Airways filed for bankruptcy protection in the third quarter of 2004. In January 2005, US Airways and the Air Transportation Stabilization Board (ATSB) reached an agreement that extended US Airways’ use of cash proceeds from its federally guaranteed loan through June 30, 2005. US Airways’ management has stated publicly that this agreement with the ATSB will enable continuation of operations until Chapter 11 reorganization is completed in the summer of 2005. On April 22, 2005, US Airways’ management announced that they have been in discussions with America West Holdings Corp. regarding a potential strategic transaction. We have been approached by US Airways regarding our role in such a potential transaction. These discussions have been ongoing; however, no definitive agreement has been reached. At March 31, 2005, our aggregate exposure to US Airways was $2.8 billion, the largest component of which was $2.6 billion of loans and leases. These loans and leases were substantially secured by various equipment, including 45 regional jet aircraft; 49 Boeing narrow-body aircraft,

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primarily 737 type; and 55 Airbus narrow-body aircraft. We and US Airways have entered into a memorandum of understanding to restructure a number of these loans and leases and to continue regional jet financing subject to US Airways successfully emerging from bankruptcy protection and achieving specified financial milestones. In addition to our loans and leases, we hold $0.2 billion of secured available-for-sale investment securities in our Commercial Finance business. We have adjusted our estimates of cash flows and residual values to reflect the current information available to us in this fluid situation.

Among our customers, UAL Corp., ATA Holdings Corp. and Aloha Airgroup, Inc. have also filed for bankruptcy protection. At March 31, 2005, our financial exposure with three airlines, consisting primarily of loans and leases, was $1.4 billion, $0.4 billion and $0.3 billion, respectively. Various Boeing and Airbus aircraft secure substantially all of these financial exposures.

Other Matters

In April 2005, Standard & Poor’s Rating Services reduced the counterparty credit and financial strength ratings of Employers Reinsurance Corporation and GE Reinsurance Corporation to A (Strong) from A+ (Strong) and reduced the senior debt rating of GE Insurance Solutions Corporation to BBB+ (Good) from A- (Strong). Also in April 2005, Moody's Investors Service reduced the financial strength rating of Employers Reinsurance Corporation to A1 (Strong) from Aa2 (Strong) and reduced the senior debt rating of GE Insurance Solutions Corporation to Baa1 (Adequate) from A1 (Strong). We do not believe these actions will have any material effect on our liquidity or capital resources or ability to write future business.

D. Debt Instruments

During the first quarter of 2005, GECC and GECC affiliates issued $23 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 12 other global markets. Maturities for these issuances ranged from two to 30 years. We used the proceeds primarily for repayment of maturing long-term debt, but also to fund acquisitions and asset growth. We anticipate that we will issue between $27 billion and $37 billion of additional long-term debt during the remainder of 2005, although the ultimate amount we issue will depend on our needs and on the markets.

Following is the composition of our debt obligations excluding debt of consolidated, liquidating securitization entities, such as asset-backed debt obligations at March 31, 2005, and December 31, 2004.

	At
	3/31/05			12/31/04
Senior notes and other long-term debt		59	%		59	%
Commercial paper		23			24
Current portion of long-term debt		12			11
Other - bank and other retail deposits		6			6
Total		100	%		100	%

During the first quarter of 2005, we paid down the remaining $3.2 billion of “parent-supported debt.” The elimination was the result of the following:

· Proceeds from the Genworth secondary public offering and repurchase ($2.6 billion),

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· 22% of retained operating earnings ($0.5 billion), and

· Rationalization of Equipment & Other Services related activities ($0.1 billion).

There were no special dividends paid to GE through GECS during the first quarter of 2005.

Item 4. Controls And Procedures

Under the direction of our Chairman and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that our disclosure controls and procedures were not effective as of March 31, 2005 solely because of the following material weakness in internal control over financial reporting with respect to accounting for hedge transactions: a failure to ensure the correct application of SFAS 133 when certain derivative transactions were entered into at GECC prior to August 2003 and failure to correct that error subsequently.

We are confident that, as of the date of this filing, we have fully remediated this material weakness in our internal control over financial reporting with respect to accounting for derivatives transactions. The remedial actions included:

· improving training, education and accounting reviews designed to ensure that all relevant personnel involved in derivatives transactions understand and apply hedge accounting in compliance with SFAS 133; and

· retesting our internal financial controls with respect to the types of hedging transactions affected by the restatement to ensure compliance with SFAS 133.

In connection with this Form 10-Q, under the direction of our Chairman and Chief Financial Officer, we have evaluated our disclosure controls and procedures as currently in effect, including the remedial actions discussed above, and we have concluded that, as of this date, our disclosure controls and procedures are effective.

There was no change in our internal control over financial reporting during the quarter ended March 31, 2005, that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting. However, subsequent to March 31, 2005, we took the remedial actions described above.

Part II. Other Information

Item 1. Legal Proceedings

On April 29, 2005, the Company received a subpoena from the Northeast Regional Office of the U.S. Securities and Exchange Commission. This subpoena requires the Company to produce documents related to “certain loss mitigation insurance products,” such as finite risk reinsurance. The Company will cooperate fully with the SEC.

GE Insurance Solutions has made limited use of reinsurance with finite risk characteristics to manage the risks of catastrophic events, such as storms or hurricanes, and to protect itself from the volatility inherent in its business. Based on its numerous reviews of GE Insurance Solutions’ reinsurance agreements with finite risk characteristics in the past several years, the Company believes that the agreements have been properly structured and accounted for, with appropriate risk transfer, and properly disclosed.

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After GE commenced the work for an internal audit in connection with GECC’s treasury operations, we received a letter dated January 20, 2005 from the Boston District Office of the U.S. Securities and Exchange Commission, indicating that it was conducting an informal investigation and requesting that GE and GECC voluntarily provide certain documents and information with respect to the use of hedge accounting for derivatives by GE and GECC. In response to the staff’s request, GE and GECC have voluntarily provided documents and other information and we intend to continue to cooperate fully with them in their ongoing investigation.

Item 6. Exhibits

Exhibit 3(ii)	By-laws of General Electric Capital Corporation as amended on March 24, 2005.
Exhibit 12	Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
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.

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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)
May 6, 2005	/s/ Philip D. Ameen
Date	Philip D. Ameen Senior Vice President and Controller Duly Authorized Officer and Principal Accounting Officer

EX-3.II

Exhibit 3(ii)

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, eitherwithin or without the State of Delaware, as may be designated by the Chairman of the Board, the Chief Executive Officer or the President of the corporation 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 the Chairman of the Board, the Chief Executive Officer or the President of the corporation, 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 written notice of the meeting shall be given that shall state the place, 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 written 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 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 Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any,or in his absence by the President, or in his absence by a Senior Vice President, or in his absence by a Vice President, or in the absence of a Vice President, the Secretary or in the absence of the foregoing persons by a chairman designated by the Board of Directors. The Secretary shall act as secretary of the meeting, or may designate any person to act 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.

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 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 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 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 has replaced or until his 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 Chairman of the Board, the Chief Executive Officer, the 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 to each member of the Board of Directors at least one day 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

2

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 bylaws or applicable law otherwise provides, the vote of a majority of 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 absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

     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. 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

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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 Chairman of the Board of Directors, one or more Vice Chairmen of the Board of Directors, a Chief Executive Officer, a Chief Operating Officer, one or more Presidents, one or more Executive Vice Presidents, one or more Senior Vice Presidents, a Controller, a Treasurer and a Secretary. The Board of Directors may also choose such subordinate officers and agents of the corporation as it may from time to time determine. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his 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 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 duties.

     Section 4.3. U.S. Citizenship Requirement. No non-U.S. citizen shall be qualified or authorized to be Chairman of the Board of Directors or President or to exercise any powers or duties of such officers in his absence or during his 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 Indemnification

     Section 5.1. 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 a person for whom he 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

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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 5.2. 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 5.1(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 5 or otherwise.

     (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 5.1(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 5 or otherwise.

     Section 5.3. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 5 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 5.4. 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

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advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

     Section 5.5. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 5 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 5.6. Other Indemnification and Prepayment of Expenses. This Article 5 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 6 Miscellaneous

     Section 6.1. 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 6.2. Manner of Notice. Except as otherwise provided herein, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice to directors may be given by telegram, telecopier, telephone or other means of electronic transmission.

     Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors andCommittees. 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 6.4. 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 6.5. Writings and Electronic Transmission. 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.

* * *

[As amended by resolution of the Board of Directors dated March 24, 2005]

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EX-12

Exhibit 12

General Electric Capital Corporation and consolidated affiliates

Computation of Ratio of Earnings to Fixed Charges

and

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

Three months ended March 31, 2005

(Unaudited)

	Ratio of earnings to fixed charges				Ratio of earnings to combined fixed charges and preferred stock dividends
(Dollars in millions)
Net earnings		$	2,077			$	2,077
Provision for income taxes			445				445
Minority interest in net earnings of consolidated affiliates			120				120
Earnings before provision for income taxes and minority interest			2,642				2,642
Fixed charges:
Interest			3,457				3,457
One-third of rentals			85				85
Total fixed charges			3,542				3,542
Less interest capitalized, net of amortization			(15	)			(15	)
Earnings before provision for income taxes and minority interest,
plus fixed charges		$	6,169			$	6,169
Ratio of earnings to fixed charges			1.74
Preferred stock dividend requirements						$	15
Ratio of earnings before provision for income taxes to net earnings							1.21
Preferred stock dividend factor on pre-tax basis							18
Fixed charges							3,542
Total fixed charges and preferred stock dividend requirements						$	3,560
Ratio of earnings to combined fixed charges and preferred stock dividends							1.73

For purposes of computing the ratios, we believe that fixed charges include interest on all indebtedness and one-third of rentals is a reasonable approximation of the interest factor of such rentals.

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, Dennis D. Dammerman, 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: May 6, 2005

/s/  Dennis D. Dammerman

Dennis D. Dammerman

Chairman of the Board

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, James A. Parke, 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: May 6, 2005

/s/ James A. Parke

James A. Parke

Vice Chairman and 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 ending March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Dennis D. Dammerman and James A. Parke, Chairman of the Board and Vice Chairman and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, 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; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant.

May 6, 2005

/s/ Dennis D. Dammerman

Dennis D. Dammerman

Chairman of the Board

/s/ James A. Parke

James A. Parke

Vice Chairman and Chief Financial Officer

EX-99

Exhibit 99

Financial Measures that Supplement Generally Accepted Accounting Principles

General Electric Capital Corporation and consolidated affiliates

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 SEC rules. Specifically, we have referred to:

· net revenues (revenues from services less interest expense) of the Commercial Finance and Consumer Finance segments; and

· approximate delinquency rates on managed financing receivables of the Commercial Finance and Consumer Finance segments.

The reasons we use these non-GAAP financial measures and their reconciliation to their most directly comparable GAAP financial measures follow.

Net Revenues

We provided reconciliations of net revenues to reported revenues for these segments on pages 14 and 16 of the Form 10-Q. Because net revenues is a common industry measure of margin, these disclosures enable investors to compare the results of our businesses with results of others in the same industry.

Approximate delinquency Rates on Managed Financing Receivables

Commercial Finance

	At
	3/31/05			12/31/04			3/31/04
Managed		1.54	%		1.40	%		1.38	%
Off-book		1.05			0.90			1.41
On-book		1.70			1.58			1.37

Consumer Finance

	At
	3/31/05			12/31/04			3/31/04
Managed		5.18	%		4.85	%		5.76	%
Off-book		4.94			5.09			4.32
On-book		5.20			4.84			5.90

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 securitized portfolios, which are relevant to our overall performance.