PROSPECTUS

0000040554-01-500044.txt : 20011009 0000040554-01-500044.hdr.sgml : 20011009 ACCESSION NUMBER: 0000040554-01-500044 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-40880 FILM NUMBER: 1742315 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 424B3 1 mtn3658.htm MTN3658 PROSPECTUS

PROSPECTUS	Pricing Supplement No. 3658 & 3659
Dated August 31, 2001	Dated September 20, 2001
PROSPECTUS SUPPLEMENT	Rule 424(b)(3)-Registration Statement
Dated September 5, 2001	Nos. 333-40880 and 333-66560

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Floating Rate Notes)

Trade Date: September 20, 2001

Settlement Date (Original Issue Date): September 24, 2001

Maturity Date: March 24, 2003

Principal Amount (in Specified Currency): TrancheA: USD 1,000,000,000

Tranche B: USD 1,000,000,000

Price to Public (Issue Price): 100.00%

Agent's Discount or Commission: 0.030%

Net Proceeds to Issuer (in Specified Currency): Tranche A: USD 999,700,000

Tranche B: USD 999,700,000

Interest Rate:

Interest Calculation:

n Regular Floating Rate

o Inverse Floating Rate

o Other Floating Rate

Interest Rate Basis: o CD Rate o Commercial Paper Rate

o Federal Funds Rate (See "Additional Terms - Interest" below)

n LIBOR o Prime Rate o Treasury Rate

o Other (See "Additional Terms - Interest" below)

Spread (Plus or Minus): One Month USD LIBOR flat

Spread Multiplier: N/A

Index Maturity: One Month

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 Notes)

Page 2

Pricing Supplement No. 3658 and 3659

Dated September 20, 2001

Rule 424(b)(3)-Registration Statement

Nos.333-40880 and 333-66560

Interest Payment Period: Monthly

Interest Payment Dates: On the 24^th day of each month, commencing October 24, 2001.

Initial Interest Rate: To be determined one London Business Day prior to the Original Issue Date based on the one month USD LIBOR flat.

Interest Reset Periods and Dates: Monthly on each Interest Payment Date.

Interest Determination Dates: Monthly, two London Business Days prior to

each Interest Reset Date.

Form of Notes:

n DTC registered o non-DTC registered

CUSIP No: 36962GWS9

ISIN No. US36962GWS91

Common Code: ________________

Repayment, Redemption and Acceleration:

Optional Repayment Date: N/A

Annual redemption Percentage Reduction: N/A

Initial Redemption Date: N/A

Initial Redemption Percentage: N/A

Original Issue Discount

Amount of OID: N/A

Interest Accrual Date: N/A

Yield to Maturity: 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

(Floating Rate Notes)

Page 3

Pricing Supplement No. 3658 & 3659

Dated September 20, 2001

Rule 424(b)(3)-Registration Statement

Nos. 333-40880 and 333-66560

Indexed Notes:

Currency Base Rate: N/A

Additional Information:

General.

At June 30, 2001, the Company had outstanding indebtedness totaling $197.988 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 30, 2001 excluding subordinated notes payable after one year was equal to $197.290 billion.

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 December 31,		Six Months Ended June 30, 2001
1996	1997	1998	1999	2000
1.53	1.48	1.50	1.60	1.52	1.60

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:

Lehman Brothers Inc. is acting as Agent in connection with the distribution of the Notes. The Agent will receive a selling commission equal to 0.030% of the principal amount of the Notes