PROSPECTUS Pricing Supplement No. 3801
Dated April 9, 2002 Dated October 16, 2002
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
Dated April 16, 2002 No. 333-84462
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Floating Rate Notes)
Trade Date: October 16, 2002
Settlement Date (Original Issue Date): October 21, 2002
Maturity Date: October 21, 2004
Principal Amount (in Specified Currency): USD 110,000,000
Price to Public (Issue Price): 100.00%
Agent's Discount or Commission: 0.200%
Net Proceeds to Issuer: USD 109,780,000
Interest Rate:
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Interest Calculation:
[X] Regular Floating Rate
[ ] Inverse Floating Rate
[ ] Other Floating Rate
Interest Rate Basis: [ ] CD Rate [ ] Commercial Paper Rate
[X] Federal Funds Open Rate (See "Additional Terms - Interest" below)
[ ] LIBOR [ ] Prime Rate [ ] Treasury Rate
[ ] Other (See "Additional Terms - Interest" below)
Spread (Plus or Minus): plus 35 basis points
Spread Multiplier: N/A
Index Maturity: N/A
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE
PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS
SUPPLEMENT.
(Floating Rate)
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Pricing Supplement No. 3801
Dated October 16, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
Index Currency: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Payment Period: Monthly
Interest Payment Dates: On the 21st of each month commencing
November 21, 2002
Initial Interest Rate Per Annum: Determined as described herein.
Interest Reset Periods and Dates: Daily on each Business Day, commencing
October 21, 2002, 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.
Form of Notes:
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[ ] DTC registered [ ] non-DTC registered
CUSIP No: 36962GZP2
Repayment, Redemption and Acceleration
--------------------------------------
Optional Repayment Date(s): N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A
Original Issue Discount:
-----------------------
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A
(Floating Rate)
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Pricing Supplement No. 3801
Dated October 16, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
Amortizing Notes:
----------------
Amortization Schedule: N/A
Dual Currency Notes:
-------------------
Face Amount Currency: N/A
Optional Payment Currency: N/A
Designated Exchange Rate: N/A
Option Value Calculation Agent: N/A
Option Election Date(s): N/A
Indexed Notes:
-------------
Currency Base Rate: N/A
Determination Agent: N/A
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" and opposite the
caption "Open" as such rate is displayed on the Telerate Page 5.
If on a Calculation Date for an Interest Reset Period such rate for an
Interest Determination Date in that Interest Reset Period does not appear
on the Telerate Page 5, the rate for the Interest Determination Date will
be the rate for that day displayed on FEDSPREB Index 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 Reset Period such rate for an
Interest Determination Date in that Interest Reset Period does not appear
on Telerate Page 5 or FEDSPREB Index 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.
(Floating Rate)
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Pricing Supplement No. 3801
Dated October 16, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
Additional Information Recent Events.
---------------------- --------------
On July 26, 2002, General Electric Company ("GE") announced organizational
changes that will result in the businesses that comprise GE Capital Services
becoming four separate businesses, effective August 1, 2002: GE Commercial
Finance, GE Insurance, GE Consumer Finance and GE Equipment Management. Each of
these businesses will report directly to Jeff Immelt, Chairman and Chief
Executive Officer of GE and GE Vice Chariman, Dennis Dammerman. GE Capital
Services and GE Capital Corporation will remain legal entities and continue as
the major borrowers of funds necessary to support all of GE's financial services
activities.
Reopening of Issue:
-------------------
Additional notes may be issued with the same terms as these Notes. After such
additional notes are issued, they will be fungible with these Notes. See
"Description of Notes - Reopening of Issue" as described in the Prospectus
Supplement dated April 16, 2002.
General.
-------
The information contained in the Prospectus under the caption "Consolidated
Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as
follows:
At June 29, 2002 the Company had outstanding indebtedness totaling $249.497
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 June 29, 2002 excluding subordinated notes payable
after one year was equal to $248.614 billion.
Year Ended Six Months ended
December 31, June 29, 2002
---------------- ----------------
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
1.48 1.50 1.60 1.52 1.72 1.61
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)
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Pricing Supplement No. 3801
Dated October 16, 2002
Rule 424(b)(3)-Registration Statement
No. 333-84462
Plan of Distribution:
--------------------
The Notes are being purchased by J.P. Morgan Securities Inc. (the
"Underwriter"), as principal, at the Issue Price of 100.00% of the aggregate
principal amount less an underwriting discount equal to 0.200% 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.