PROSPECTUS Pricing Supplement No. 3969
Dated November 21, 2002 Dated December 18, 2003
PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement
Dated November 22, 2002 No. 333-100527
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
(Floating Rate Notes)
Trade Date: December 18, 2003
Settlement Date (Original Issue Date): January 5, 2004
Maturity Date: January 5, 2007
Principal Amount (in Specified Currency): US$ 500,000,000
Price to Public (Issue Price): 100.00%
Agent's Discount or Commission: 0.20%
Net Proceeds to Issuer: US$ 499,000,000
INTEREST RATE:
Interest Calculation:
|X| Regular Floating Rate
|_| Inverse Floating Rate
|_| Other Floating Rate
Interest Rate Basis: |_| CD Rate |_| Commercial Paper Rate
|_| Federal Funds Rate (See "Additional Terms - Interest" below)
|X| LIBOR |_| Prime Rate |_| Treasury Rate
|_| Other (See "Additional Terms - Interest" below)
Spread (Plus or Minus): Three Month USD LIBOR plus 8 basis points
Spread Multiplier: N/A
Index Maturity: Three Months
Index Currency: U.S. Dollars
Maximum Interest Rate: N/A
Minimum Interest Rate: 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. 3969
Dated December 18, 2003
Rule 424(b)(3)-Registration Statement
No. 333-100527
Interest Payment Period: Quarterly
Interest Payment Dates: Quarterly on each January 5th, April 5th, July 5th
and October 5th, commencing April 5, 2004.
Initial Interest Rate: To be determined two London Business Days prior to
the Original Issue Date based on three month USD LIBOR plus 8 basis points.
Interest Reset Periods and Dates: Quarterly on each Interest Payment Date.
Interest Determination Dates: Quarterly, two London Business Days prior to
each Interest Reset Date.
CLEARANCE AND SETTLEMENT:
X DTC only
-----
___ DTC global (including through its indirect participants Euroclear and
Clearstream, Luxembourg as described under "Global Clearance and
Settlement Procedures" in the accompanying Prospectus Supplement)
___ DTC and Euroclear/Clearstream, Luxembourg (as described under
"Description of Notes - General - SPECIAL PROVISIONS RELATING TO
CERTAIN FOREIGN CURRENCY NOTES" in the accompanying Prospectus
Supplement).
___ Euroclear and Clearstream, Luxembourg only
CUSIP No.: 36962GF33
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
(Floating Rate)
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Pricing Supplement No. 3969
Dated December 18, 2003
Rule 424(b)(3)-Registration Statement
No. 333-100527
ORIGINAL ISSUE DISCOUNT:
Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A
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
LISTING:
___ Listed on the Luxembourg Exchange
_X_ Not listed on the Luxembourg Exchange
___ Other listing: (specify)
GENERAL.
At September 30, 2003 the Company had outstanding indebtedness totaling $272.262
billion, consisting of notes payable within one year, senior notes payable after
one year and subordinated notes payable after one year. The total amount of
outstanding indebtedness at September 30, 2003 excluding subordinated notes
payable after one year was equal to $271.179 billion.
(Floating Rate)
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Pricing Supplement No. 3969
Dated December 18, 2003
Rule 424(b)(3)-Registration Statement
No. 333-100527
CONSOLIDATED RATIO OF EARNING TO FIXED CHARGES.
The information contained in the Prospectus under the caption "Consolidated
Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as
follows:
Year Ended Nine Months ended
December 31, September 30, 2003
------------ ------------------
1998 1999 2000 2001 2002
---- ---- ---- ---- ----
1.50 1.60 1.52 1.72 1.65 1.82
For purposes of computing the consolidated ratio of earnings to fixed charges,
earnings consist of net earnings adjusted for the provision for income taxes,
minority interest and fixed charges. Fixed charges consist of interest and
discount on all indebtedness and one-third of rentals, which the Company
believes is a reasonable approximation of the interest factor of such rentals.
PLAN OF DISTRIBUTION:
The Notes are being purchased by Lehman Brothers Inc. (the "Underwriter"), as
principal, at 100.00% of the aggregate principal amount less an underwriting
discount equal to 0.20% of the principal amount of the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.