Edgar Filing: GENERAL ELECTRIC CO

and, from and including June 15, 2022 to, but not including, the redemption date of the New Series A, if any (the “New Series A Floating Rate Period”), dividends based on the liquidation preference of the New Preferred Stock, at a floating rate equal to three-month LIBOR plus a spread of 2.28% per annum, payable quarterly, in arrears (each such rate, a “New Series A Dividend Rate”).

New Series B

With respect to the New Series B, dividends from and including the Effective Date to, but excluding December 15, 2022 (the “New Series B Fixed Rate Period”) at a rate of 4.10% per annum, payable semi-annually, in arrears; and, from and including December 15, 2022 to, but not including, the redemption date of the New Series B, if any (the “New Series B Floating Rate Period”), dividends based on the liquidation preference of the New Preferred Stock, at a floating rate equal to three-month LIBOR plus a spread of 2.32% per annum, payable quarterly, in arrears (each such rate, a “New Series B Dividend Rate”).

New Series C

With respect to the New Series C, dividends from and including the Effective Date to, but excluding June 15, 2023 (the “New Series C Fixed Rate Period,” and together with the New Series A Fixed Rate Period and the New Series B Fixed Rate Period, the “Fixed Rate Periods”) at a rate of 4.20% per annum, payable semi-annually, in arrears; and, from and including June 15, 2023 to, but not including, the redemption date of the New Series C, if any (the “New Series C Floating Rate Period,” and together with the New Series A Floating Rate Period and the New Series B Floating Rate Period, the “Floating Rate Periods”), dividends based on the liquidation preference of the New Preferred Stock, at a floating rate equal to three-month LIBOR plus a spread of 2.37% per annum, payable quarterly, in arrears (each such rate, a “New Series C Dividend Rate,” and together with the New Series A Dividend Rate and the New Series B Dividend Rate, the “Dividend Rates”).

Other Dividend Terms

Dividends on each series of the New Preferred Stock will not be cumulative and will not be mandatory. If our Board (or a duly authorized committee thereof) does not declare a dividend on any series of New Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date (as defined herein) or be cumulative, and we will have no obligation to pay any dividend for that dividend period, whether or not our Board (or a duly authorized committee thereof) declares a dividend for any future dividend period on such series of New Preferred Stock, on any other series of New Preferred

Filed Pursuant to Rule 424(b)(2)
File No. 333-186882

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered	Amount to be registered⁽¹⁾		Maximum aggregate offering price			Amount of registration fee⁽²⁾⁽³⁾

Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A		2,777,625		$2,777,625,000			$279,706.84
Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B		2,072,525		$2,072,525,000			$208,703.27
Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C		1,094,100			$1,094,100,000			$110,175.87

⁽¹⁾

Shares, each with a liquidation preference of $1,000.

⁽²⁾

Calculated in accordance with Rules 457(f) and 457(r) of the Securities Act of 1933, as amended.

⁽³⁾

A total aggregate filing fee of $598,585.98 is being paid in connection with this offering.

PROSPECTUS SUPPLEMENT AND COMBINED NOTICE OF MERGER AND APPRAISAL RIGHTS (“PROSPECTUS SUPPLEMENT”)
(To Prospectus dated February 26, 2013)

General Electric Company
2,777,625 Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A
2,072,525 Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
1,094,100 Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C

Dear Preferred Stockholder:

In connection with the plan (the “GE Capital Exit Plan”) previously announced by General Electric Company (“GE” or the “Issuer”) to sell most of the assets of General Electric Capital Corporation (“GECC”) and the related internal realignment and reorganization of GECC’s businesses (the “Reorganization”), we are notifying you that each series of preferred stock initially issued by GECC (collectively, together with the mirror preferred stock newly issued by GECC MergeCo (defined below), the “Old Preferred Stock”) will be converted, through a series of transactions in connection with the Reorganization, into the right to receive shares of a corresponding series of preferred stock to be newly issued by GE (collectively, the “New Preferred Stock”), as set forth below. As a result, effective as of December 3, 2015 (the “Effective Date”), Old Preferred Holders (as defined below) will automatically receive:

•

Series A: 123.45 shares of 4.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $1.00 par value, with a liquidation preference of $1,000 per share, to be newly issued by GE (the “New Series A”) for each share of 7.125% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value, with a liquidation preference of $100,000 per share (the “Old Series A”) held;

•

Series B: 118.43 shares of 4.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, $1.00 par value, with a liquidation preference of $1,000 per share, to be newly issued by GE (the “New Series B”) for each share of 6.250% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, $0.01 par value, with a liquidation preference of $100,000 per share (the “Old Series B”) held; and

•

Series C: 109.41 shares of 4.20% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, $1.00 par value, with a liquidation preference of $1,000 per share, to be newly issued by GE (the “New Series C”) for each share of 5.250% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, $0.01 par value, with a liquidation preference of $100,000 per share (the “Old Series C”) held.

Under the terms of the Old Preferred Stock and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), holders of the Old Preferred Stock issued and outstanding immediately prior to the Effective Date (such holders, the “Old Preferred Holders”) are not entitled to vote on or consent to the conversion of the Old Preferred Stock into the New Preferred Stock, and we are not asking you for a proxy and you are requested not to send us a proxy. However, Old Preferred Holders are eligible to exercise appraisal rights, as described herein. See “Appraisal Rights.”

No Listing: The New Preferred Stock, like the Old Preferred Stock, will not be listed for trading on any stock exchange or available for quotation on any national quotation system.

No Voting Rights: The New Preferred Stock, like the Old Preferred Stock, will not have any voting rights, except as set forth under “Description of the New Preferred Stock—Voting Rights” on page S-25.

For a discussion of certain risks relating to an investment in the New Preferred Stock, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 and all subsequent filings under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the additional risk factors contained in this Prospectus Supplement beginning on page S-12.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the New Preferred Stock or passed upon the adequacy or accuracy of this Prospectus Supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is December 1, 2015.

Mergers. The conversion of Old Preferred Stock into New Preferred Stock will occur as a result of two successive mergers, which are occurring as steps in the Reorganization:

•

First, the merger (the “Holdco Merger”), effective as of December 1, 2015, pursuant to Section 251(g) of the DGCL, of a wholly owned subsidiary of GE Capital Sub 3, Inc. (“GECC MergeCo”) with and into GECC, with GECC surviving, pursuant to which (i) GECC became a subsidiary of GECC MergeCo and (ii) each share of Old Preferred Stock issued by GECC was automatically converted into a newly issued mirror preferred share of Old Preferred Stock of GECC MergeCo having identical terms to the corresponding series of Old Preferred Stock issued by GECC, and

•

Second, the merger (the “Merger” and, together with the Holdco Merger, the “Mergers”), effective as of December 3, 2015, pursuant to Section 251 of the DGCL, of a wholly owned subsidiary of GE (“Merger Sub”), with and into GECC MergeCo, with GECC MergeCo surviving, pursuant to which each share of each series of the Old Preferred Stock of GECC MergeCo will be automatically converted into, and represent the right to receive, shares of a corresponding series of the New Preferred Stock on the terms described above and herein. See “Description of the Mergers.”

NOTICE IS HEREBY GIVEN, pursuant to Section 262(d)(2) of the DGCL, that the Merger will become effective on the Effective Date and that each Old Preferred Holder is eligible for appraisal rights as set forth in Section 262 of the DGCL. See “Appraisal Rights.”

NOTICE IS HEREBY GIVEN, pursuant to Section 228(e) of the DGCL, that the agreement of merger providing for the Merger was adopted by the written consent, in lieu of a meeting, of the sole holder of the common stock of GECC MergeCo in accordance with Section 228(a) of the DGCL. This Prospectus Supplement also constitutes notice by GECC MergeCo under Section 262(d)(2) and Section 228(e) of the DGCL.

Interim Dividend. The Old Preferred Holders as of the close of business of December 2, 2015 will receive cash representing an interim cash dividend through and including December 2, 2015 (the calendar day immediately prior to the Effective Date) on the Old Preferred Stock, in an amount equal to $3,325.00 per share of Old Preferred Stock (Series A), $2,916.67 per share of Old Preferred Stock (Series B) and $2,450.00 per share of Old Preferred Stock (Series C).

Cancellation of Old Preferred Stock. As of the Effective Date, all shares of Old Preferred Stock issued by GECC MergeCo shall no longer be outstanding, shall be automatically canceled and shall cease to exist, and each Old Preferred Holder that holds a certificate (or a book-entry interest therein through The Depository Trust Company (“DTC”)) shall cease to have any rights with respect to such shares of Old Preferred Stock, except the right to receive the New Preferred Stock (without interest).

Fractional Shares. No fractional shares or fractional share certificates will be distributed in connection with the Merger. Instead, you will receive cash (without interest) in lieu of fractional shares.

Dividends. We will pay, to the extent of lawfully available funds, dividends on each series of the New Preferred Stock, when, as and if declared by our board of directors (the “Board”) (or a duly authorized committee thereof) as set forth below:

•

New Series A. With respect to the New Series A, dividends from and including the Effective Date to, but excluding, June 15, 2022 at a rate of 4.00% per annum, payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015; and, from and including June 15, 2022, at a floating rate equal to three-month LIBOR plus a spread of 2.28% per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2022.

•

New Series B. With respect to the New Series B, dividends from and including the Effective Date to, but excluding, December 15, 2022 at a rate of 4.10% per annum, payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015; and, from and including December 15, 2022, dividends at a floating rate equal to three-month LIBOR plus a spread of 2.32% per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year beginning on March 15, 2023.

•

New Series C. With respect to the New Series C, dividends from and including the Effective Date to, but excluding, June 15, 2023 at a rate of 4.20% per annum, payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015; and, from and including June 15, 2023, dividends at a floating rate equal to three-month LIBOR plus a spread of 2.37% per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year beginning on September 15, 2023.


Dividend Payments
	Fixed					Floating
	Dates		Rate	Payment Dates	Beginning	Dates	Rate (3- month LIBOR plus a spread of)	Payment Dates	Beginning
Series	From	To (but excluding)				From (and including)
New Series A	December 3, 2015	June 15, 2022	4.00%	June 15 and December 15	December 15, 2015	June 15, 2022	2.28%	March 15, June 15, September 15 and December 15	September 15, 2022
New Series B		December 15, 2022	4.10%			December 15, 2022	2.32%		March 15, 2023.
New Series C		June 15, 2023	4.20%			June 15, 2023	2.37%		September 15, 2023

The dividend payment dates for the New Preferred Stock are the same as the dividend payment dates for the Old Preferred Stock. Dividends on each series of the New Preferred Stock will not be cumulative and will not be mandatory. If our Board (or a duly authorized committee thereof) does not declare a dividend on any series of New Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date (as defined herein) or be cumulative, and we will have no obligation to pay any dividend for that dividend period, whether or not our Board (or a duly authorized committee thereof) declares a dividend for any future dividend period on such series of New Preferred Stock, on any other series of New Preferred Stock or on any other series of our preferred stock or common stock, or upon a redemption in whole or in part of any series of the New Preferred Stock.

Redemption. We may redeem any of the New Preferred Stock, at our option, to the extent of lawfully available funds, in whole or in part, from time to time, on any dividend payment date on or after June 15, 2022 (in respect of the New Series A), December 15, 2022 (in respect of the New Series B) or June 15, 2023 (with respect to the New Series C), in each case, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends to, but not including, the redemption date of the relevant series of the New Preferred Stock.

TABLE OF CONTENTS

Prospectus Supplement


	Page
About This Prospectus Supplement		S-ii
Forward-Looking Information		S-iii
Where You Can Find More Information		S-v
Questions and Answers		S-vii
Summary		S-1
The New Preferred Stock		S-5
Risk Factors		S-12
Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends		S-16
Description of the Mergers		S-17
Description of the New Preferred Stock		S-19
Comparison of Stockholders’ Rights		S-27
Appraisal Rights		S-29
Book-Entry Issuance		S-32
Material U.S. Federal Income Tax Consequences		S-34
Validity of the New Preferred Stock		S-41
Independent Registered Public Accounting Firm		S-42
Appendix A—Section 262 of the DGCL		S-A-1
Appendix B—Form of Merger Agreement		S-B-1
Appendix C—Form of Certificate of Amendment to the Certificate of Incorporation of the Company		S-C-1
Appendix D—Financial Statements of GE		S-D-1

Prospectus


About This Prospectus					1
Where You Can Find More Information					1
Forward-Looking Statements					2
The Company					3
Risk Factors					3
Ratio of Earnings to Fixed Charges					4
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends					4
Use of Proceeds					4
General Description of Securities That We May Sell					5
Description of Debt Securities					6
Description of Preferred Stock					18
Description of Common Stock					19
Description of Warrants					20
Description of Delayed Delivery Contracts					21
Description of Guarantees					22
ERISA Matters					23
Plan of Distribution					23
Validity of the Securities					27
Experts					27

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the issuance of the New Preferred Stock and the appraisal rights of the Old Preferred Holders that arise in connection with the Merger. The second part is the accompanying prospectus dated February 26, 2013, which we refer to as the “accompanying prospectus.” The accompanying prospectus gives additional information, some of which may not apply to the New Preferred Stock or the appraisal rights. If the information set forth in this Prospectus Supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this Prospectus Supplement.

We are responsible for the information contained in or incorporated by reference in this Prospectus Supplement and in the accompanying prospectus. We have not authorized anyone to give you any other information, and we do not take responsibility for any other information that others may give you.

You should not consider any information in this Prospectus Supplement to be legal, business or tax advice. You should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of the New Preferred Stock and whether to exercise your appraisal rights.

You should not assume that the information provided by this Prospectus Supplement, the accompanying prospectus or the documents incorporated by reference in this Prospectus Supplement and in the accompanying prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

This Prospectus Supplement contains summaries of certain documents, and it incorporates certain documents and information by reference. We refer you to the actual documents and information for a more complete understanding of what is discussed in this Prospectus Supplement, and we qualify all summaries by such reference. We will make copies of such documents and information available to you upon request. See “Where You Can Find More Information.”

You should carefully read the registration statement described in the accompanying prospectus (including the exhibits thereto) of which this Prospectus Supplement and the accompanying prospectus form a part, this Prospectus Supplement, the accompanying prospectus and the documents incorporated by reference into this Prospectus Supplement and the accompanying prospectus. The incorporated documents are described in this Prospectus Supplement under “Where You Can Find More Information.”

Except as otherwise indicated, references in this Prospectus Supplement to “GE,” “we,” “us” and “our” refer to General Electric Company and its subsidiaries.

Currency amounts in this Prospectus Supplement and the accompanying prospectus are stated in U.S. dollars.

S-ii

FORWARD-LOOKING INFORMATION

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 financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.”

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about our announced plan to reduce the size of our financial services businesses, including expected cash and non-cash charges associated with this plan; expected income; earnings per share; revenues; organic growth; margins; cost structure; restructuring charges; cash flows; return on capital; capital expenditures, capital allocation or capital structure; dividends; and the split between GE’s industrial business and GE Capital earnings.

For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:

•

obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or approvals associated with our announced plan to reduce the size of our financial services businesses;

•

our ability to complete incremental asset sales as part of that plan in a timely manner (or at all) and at the prices we have assumed;

•

changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices and the value of financial assets, including the impact of these conditions on our ability to sell or the value of incremental assets to be sold as part of our announced plan to reduce the size of our financial services businesses as well as other aspects of that plan;

•

the impact of conditions in the financial and credit markets on the availability and cost of GE Capital’s funding, and its exposure to counterparties;

•

the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults;

•

pending and future mortgage loan repurchase claims and other litigation claims in connection with WMC Mortgage Corporation, which may affect our estimates of liability, including possible loss estimates;

•

our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;

•

the adequacy of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels;

•

GE Capital’s ability to pay dividends to GE at the planned level, which may be affected by GE Capital’s cash flows and earnings, financial services regulation and oversight, and other factors;

•

our ability to convert pre-order commitments/wins into orders;

•

the price we realize on orders since commitments/wins are stated at list prices;

•

customer actions or developments such as early aircraft retirements or reduced energy demand and other factors that may affect the level of demand and financial performance of the major industries and customers we serve;

•

the effectiveness of our risk management framework;

•

the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation;

•

our capital allocation plans, as such plans may change including with respect to the timing and size of share repurchases, acquisitions, joint ventures, dispositions and other strategic actions;

S-iii

•

our success in completing, including obtaining regulatory approvals for, announced transactions, such as the Appliances disposition and our announced plan and transactions to reduce the size of our financial services businesses;

•

our success in integrating acquired businesses and operating joint ventures;

•

our ability to realize anticipated earnings and savings from announced transactions, acquired businesses and joint ventures;

•

the impact of potential information technology or data security breaches; and

•

the other factors that are described in “Risk Factors” in each of GE’s and GECC’s Annual Reports filed on Form 10-K for the year ended December 31, 2014, as such descriptions may be updated or amended in any future report GE files with the SEC.

These or other 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. This document includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.

S-iv

WHERE YOU CAN FIND MORE INFORMATION

GE and GECC are subject to the informational requirements of the Exchange Act and file with the SEC the required proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You may read and copy any document GE or GECC files at the SEC’s public reference room in Washington, D.C. at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. GE’s and GECC’s SEC filings are also available to the public from the SEC’s website at www.sec.gov.

GE’s common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol “GE.”

GE incorporates by reference into this Prospectus Supplement certain documents GE filed with the SEC, which means that GE can disclose important information to you by referring you to those documents.

In addition, later information that GE files with the SEC will automatically update and supersede that information as well as the information contained in this Prospectus Supplement. The information incorporated by reference is an important part of this Prospectus Supplement.

GE incorporates by reference the documents listed below and any filings made by GE with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus Supplement (except for information in these documents or filings that is deemed “furnished” to the SEC).

•

Annual Report on Form 10-K of GE for the year ended December 31, 2014, as updated by Current Reports on Form 8-K of GE filed May 8, 2015 and August 7, 2015.

•

Quarterly Reports on Form 10-Q of GE for the quarters ended March 31, 2015 (as amended on Form 10-Q/A of GE filed May 15, 2015), June 30, 2015 and September 30, 2015.

•

Current Reports on Form 8-K of GE filed February 11, 2015, April 10, 2015, April 27, 2015, May 27, 2015, May 28, 2015, June 10, 2015, July 6, 2015, September 21, 2015 (both), October 5, 2015 (both) and October 16, 2015 (both), October 19, 2015, October 20, 2015, October 23, 2015, October 26, 2015, November 23, 2015 and November 30, 2015.

In connection with the notice of appraisal rights provided herein, further information regarding GECC can be found in the documents of GECC filed with the SEC listed below.

•

Annual Report on Form 10-K of GECC for the year ended December 31, 2014, as updated by a Current Report on Form 8-K of GECC filed May 11, 2015.

•

Quarterly Reports on Form 10-Q of GECC for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015.

•

Current Reports on Form 8-K of GECC filed January 23, 2015, April 10, 2015, April 17, 2015, July 6, 2015, July 17, 2015, September 21, 2015, October 5, 2015 (both), October 16, 2015, October 19, 2015, October 20, 2015, October 26, 2015 and November 23, 2015.

The Current Report on Form 8-K of GE filed August 7, 2015 revised certain financial information in GE’s Annual Report for the year ended December 31, 2014 to reflect the required reclassification of most of GECC’s Commercial Lending and Leasing business to discontinued operations, as well as the reclassification of our Real Estate business to discontinued operations that was previously described in the Current Report on Form 8-K of GE filed May 8, 2015 (and the Current Report on Form 8-K of GECC filed May 11, 2015). GECC’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been revised to reflect the reclassification of most of our Commercial Lending and Leasing business to discontinued operations.

You should read this entire Prospectus Supplement (including the information incorporated by reference) and any amendments or supplements carefully before making your decision regarding appraisal rights.

S-v

You may request a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this Prospectus Supplement (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
Attn: Investor Communications
(203) 373-2211

S-vi

QUESTIONS AND ANSWERS

The following are some questions that you, as an Old Preferred Holder, may have about the Merger, the issuance of the New Preferred Stock and your appraisal rights. We urge you to read carefully the remainder of this Prospectus Supplement because the information in this section does not provide all the information that may be important to you with respect to the Merger, the issuance of the New Preferred Stock and your appraisal rights. Additional important information is also contained in the appendices to this Prospectus Supplement.

Why am I receiving this Prospectus Supplement?

This Prospectus Supplement is being delivered to all Old Preferred Holders. It is intended to notify you of the terms of the New Preferred Stock you are entitled to receive. It is also intended to notify you of your statutory appraisal rights and to notify you that the agreement of merger with respect to the Merger was adopted by the written consent of the sole holder of the common stock of GECC MergeCo.

What will I receive in the Merger?

In the Merger, the Old Preferred Holders will be entitled to receive, for each share of their Old Preferred Stock, the number of shares of New Preferred Stock set forth on the front cover of this Prospectus Supplement, plus the amount of any cash received in lieu of any fractional shares.

How were the amounts and terms of the New Preferred Stock to be issued determined?

The amounts of New Preferred Stock to be received for each share of Old Preferred Stock and the terms of the New Preferred Stock have been determined in order to provide holders of Old Preferred Stock at least equivalent value. The terms have also been designed so that the New Preferred Stock continues to be eligible for the dividends received deduction and to avoid treatment of the New Preferred Stock as “fast pay stock” for U.S. federal income tax purposes. Instruments characterized as “fast pay stock” are subject to onerous information reporting obligations, and many market participants are either unable or unwilling to own instruments so characterized. See “Material U.S. Federal Income Tax Consequences—Dividends on the New Preferred Stock.”

What are the U.S. federal income tax consequences of the Merger?

The Merger will generally be a taxable transaction for U.S. federal income tax purposes to the beneficial owners of the Old Preferred Stock of GECC MergeCo, who will recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the New Preferred Stock received in the Merger (including a fractional share for which cash is received) and their adjusted basis in the Old Preferred Stock of GECC MergeCo (which will be the same as the beneficial owners’ adjusted basis in the Old Preferred Stock of GECC) exchanged therefor. In addition, a beneficial owner will recognize gain or loss in connection with the receipt of cash in lieu of a fractional share in an amount equal to the difference between the amount of cash received and the value of the fractional share of New Preferred Stock on the date of the Merger.

The material U.S. federal income tax consequences of the Merger are described in more detail under the heading “Material U.S. Federal Income Tax Consequences.” The tax consequences to you will depend upon your particular facts and circumstances. You should consult your tax advisor for a full understanding of the federal, state, local and non-U.S. income and other tax consequences of the Merger.

Will I be able to vote on or have consent rights with respect to the Merger?

No, the Old Preferred Holders are not entitled to vote on or consent to the Merger under the terms of the Old Preferred Stock, and the DGCL does not otherwise require a vote by the Old Preferred Holders in this context. In addition, we are not asking you for a proxy and you are requested not to send us a proxy.

Will I have appraisal rights with respect to the Merger?

Yes, please see “Appraisal Rights.”

S-vii

Will I receive any fractional shares in connection with the Merger?

No, fractional shares or fractional share certificates will not be distributed in connection with the Merger. Instead, you will receive cash (without interest) in lieu of fractional shares. Computershare, acting as transfer agent for the Old Preferred Holders, who may have otherwise been entitled to receive fractional shares of New Preferred Stock, will aggregate any fractional shares, by series, that would have otherwise been required to be distributed, and cause them to be sold in the open market, by series, for the accounts of those Old Preferred Holders. The distribution of such fractional share proceeds will take longer than the distribution of shares of New Preferred Stock. As a result, the Old Preferred Holders will not receive fractional share proceeds at the same time they receive shares of New Preferred Stock.

When will the interim dividend be paid?

Holders of record of the Old Preferred Stock on December 2, 2015 will be entitled to receive the interim dividend.

What do I need to do now?

To receive the New Preferred Stock, no further action is required. The New Preferred Stock is expected to be delivered through the facilities of DTC on or around December 3, 2015. However, if you desire to seek appraisal rights, you must take the steps described in “Appraisal Rights.”

S-viii

SUMMARY

The following summary highlights selected information from this Prospectus Supplement and does not contain all of the information that is important to you. You should read this entire Prospectus Supplement, including the appendices attached hereto, as well as the information incorporated by reference herein. For further information about us, see “Where You Can Find More Information.”

Information about the Companies

General Electric Company

GE, a New York corporation, is a global digital industrial company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive. With products and services ranging from aircraft engines, power generation and oil and gas production equipment to medical imaging, financing and industrial products, GE serves customers in approximately 175 countries and employs approximately 305,000 people worldwide. Since its incorporation in 1892, GE has developed or acquired new technologies and services that have considerably broadened and changed the scope of its activities.

GE’s address is 1 River Road, Schenectady, NY, 12345-6999 and our telephone number is (518) 385-2211; we also maintain executive offices at 3135 Easton Turnpike, Fairfield, CT 06828-0001 and our telephone number there is (203) 373-2211.

General Electric Capital Corporation

In connection with the GE Capital Exit Plan and the Reorganization, GECC is being merged with and into GE, with GE surviving, effective as of December 2, 2015 (the “GECC/GE Merger”), and as such, GECC will cease to exist. GECC’s businesses have historically offered a broad range of financial services and products worldwide for businesses of all sizes. Services have included commercial loans and leases, fleet management, financial programs, credit cards, personal loans and other financial services. GECC has also developed strategic partnerships and joint ventures that utilize GE’s industry-specific expertise in aviation, energy, infrastructure and healthcare to capitalize on market-specific opportunities.

GECC MergeCo

GECC MergeCo was formed solely for the purpose of consummating the Reorganization. GECC MergeCo’s historic activities are incidental to the Reorganization.

We estimate that the operations to be held by GECC MergeCo at the time of the Merger, which consist of GECC’s international operations, would have had at September 30, 2015, on a combined and adjusted basis, assets of approximately $164.0 billion and liabilities of approximately $118.0 billion, as adjusted to give effect to third-party debt issued in the previously announced private exchange offers and other transactions carried out as part of the Reorganization. Of those assets and liabilities, assets of approximately $83.0 billion and liabilities of approximately $19.0 billion related to operations are expected to be sold as part of the GE Capital Exit Plan. The financial information in this paragraph consists of preliminary estimates based on work done to date and is subject to change.

The Mergers

Background to the Mergers. On April 10, 2015, GE announced the GE Capital Exit Plan to reduce the size of its financial services businesses through the sale of most of the assets of GECC and to focus on continued investment and growth in GE’s industrial businesses. Under the GE Capital Exit Plan, GE will retain certain GECC businesses, principally its vertical financing businesses—GE Capital Aviation Services, Energy Financial Services and Healthcare Equipment Finance—that directly relate to GE’s core industrial domains and other operations, including Working Capital Solutions and GECC’s run-off insurance activities. The assets planned for

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disposition include Real Estate, most of the Commercial Lending and Leasing and all Consumer platforms (including all U.S. banking assets). GE expects to execute this strategy using an efficient approach for exiting non-vertical assets that works for GE’s and GECC’s debt holders and GE’s shareowners.

As part of the GE Capital Exit Plan, GE will realign and reorganize GECC’s businesses in the Reorganization, pursuant to which:

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GE will separate GECC’s international and U.S. operations;

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GECC’s international operations will be consolidated under a new international holding company (“GE Capital International Holdings Limited”), which will have a separate capital structure and be separately supervised;

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GECC’s U.S. operations will be consolidated under a new U.S. holding company (“GE Capital US Holdings, Inc.”);

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on December 2, 2015, the GECC/GE Merger will be effected to assure compliance with debt covenants as GECC exits the assets planned for disposition. Upon the GECC/GE Merger, the obligations of GECC under its existing debt then outstanding will be assumed by GE; and

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a new U.S. intermediate holding company owned by GE will replace GECC as the holding company of GECC’s operations, and this new U.S. intermediate holding company will own GE Capital International Holdings Limited and GE Capital US Holdings, Inc.

GE has discussed the GE Capital Exit Plan, aspects of which are subject to regulatory review and approval, with its regulators and the staff of the U.S. Financial Stability Oversight Council (“FSOC”) and will work closely with these bodies to take the actions necessary over time to terminate the FSOC’s designation of GECC (and the new U.S. intermediate holding company formed to replace GECC, as applicable) as a nonbank systemically important financial institution (“nonbank SIFI”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act. GE plans on applying for nonbank SIFI de-designation in the first quarter of 2016.

At the time of termination of the nonbank SIFI designation, we anticipate that GECC’s international operations will become our principal supervised financial services operations, with GE Capital International Holdings Limited as the international holding company of such operations. Upon completion of the Reorganization, GE Capital International Holdings Limited will be supervised by the UK Prudential Regulation Authority.

The Mergers are part of the GE Capital Exit Plan and the related Reorganization. In connection with the Holdco Merger, effective as of December 1, 2015, each share of each series of Old Preferred Stock issued by GECC was automatically converted into a newly issued mirror preferred share of Old Preferred Stock issued by GECC MergeCo having identical terms to the corresponding series of Old Preferred Stock issued by GECC. Upon consummation of the Merger, effective as of December 3, 2015, each share of each series of Old Preferred Stock issued by GECC MergeCo will automatically be converted into the right to receive newly issued shares of a corresponding series of New Preferred Stock on the terms described herein. The terms of the Merger are set forth in the agreement and plan of merger (the “Merger Agreement”) among GECC MergeCo, Merger Sub and GE. A copy of the Form of Merger Agreement is set forth in Appendix B, attached hereto.

No Vote or Consent Required

Old Preferred Holders are not entitled to vote on or consent to the Merger and we are not seeking your proxy or consent in connection with the Merger.

Appraisal Rights

The Old Preferred Holders are eligible for appraisal rights in connection with the Merger. See “Appraisal Rights.”

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Fractional Shares

Material U.S. Federal Income Tax Consequences

The material U.S. federal income tax consequences of the Merger and ownership and disposition of the New Preferred Stock are described in more detail under the heading “Material U.S. Federal Income Tax Consequences.” The tax consequences to you will depend upon your particular facts and circumstances. You should consult your tax advisor for a full understanding of the federal, state, local and non-U.S. income and other tax consequences of the Merger and ownership and disposition of the New Preferred Stock.

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Comparison of Stockholder Rights

Certain of the economic terms of the New Preferred Stock will differ as compared to the Old Preferred Stock, as set forth in the table below.


Terms			Old Preferred Stock	New Preferred Stock
Par Value:			$0.01 per share	$1.00 per share
Liquidation Preference:			$100,000 per share	$1,000 per share
Optional Redemption Price, per share (plus any declared and unpaid dividends to, but not including, the redemption date):			$100,000	$1,000
Aggregate Liquidation Preference:		Series A	$2,250,000,000	$2,777,625,000
		Series B	$1,750,000,000	$2,072,525,000
		Series C	$1,000,000,000	$1,094,100,000
Number of Shares:		Series A	22,500 shares	2,777,625 shares
		Series B	17,500 shares	2,072,525 shares
		Series C	10,000 shares	1,094,100 shares
Dividend Rates (Non- Cumulative)	Fixed Rate Periods	Series A	7.125%	4.00%
		Series B	6.250%	4.10%
		Series C	5.250%	4.20%
	Floating Rate Periods (3-month LIBOR plus a spread of)	Series A	5.296%	2.28%
		Series B	4.704%	2.32%
		Series C	2.967%	2.37%
Regulatory Capital Redemption			Old Preferred Stock could be redeemed in the event of certain regulatory capital events, and any redemption of the Old Preferred Stock was subject to prior approval by the Federal Reserve Board (“FRB”) and to the satisfaction of certain conditions set forth in the capital guidelines or regulations of the FRB.	New Preferred Stock does not contain similar provisions.

For a further discussion of the comparison of the rights of the stockholders with respect to GE as compared to GECC and GECC MergeCo, see “Comparison of Stockholder Rights.”

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THE NEW PREFERRED STOCK

The following description contains basic information about each series of the New Preferred Stock. This description is not complete. For a more complete understanding of the New Preferred Stock, you should read “Description of the Preferred Stock.”


Issuer		General Electric Company
Securities Issued		We are issuing the securities set forth below as aggregate consideration in connection with the Merger:
New Series A		2,777,625 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, $1.00 par value, with a liquidation preference of $1,000 per share.
New Series B		2,072,525 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, $1.00 par value, with a liquidation preference of $1,000 per share.
New Series C		1,094,100 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, $1.00 par value, with a liquidation preference of $1,000 per share.
Re-openings		We reserve the right to re-open any of these series of New Preferred Stock and issue additional shares of any of these series of New Preferred Stock, either through public or private sales at any time and from time to time.
New Preferred Stock to be Received for each Share of Old Preferred Stock		Old Preferred Holders will receive:
New Series A		123.45 shares of New Series A (aggregate liquidation preference of $123,450) for each share of Old Series A ($100,000 liquidation preference).
New Series B		118.43 shares of New Series B (aggregate liquidation preference of $118,430) for each share of Old Series B ($100,000 liquidation preference).
New Series C		109.41 shares of New Series C (aggregate liquidation preference of $109,410) for each share of Old Series C ($100,000 liquidation preference).
Fractional Shares		No fractional shares or fractional share certificates will be distributed in connection with the Merger. Instead, you will receive cash (without interest) in lieu of fractional shares.
Dividends		We will pay, to the extent of lawfully available funds, dividends based on the liquidation preference of each series of the New Preferred Stock, when, as and if declared by our Board (or a duly authorized committee thereof), as set forth below. See also “Dividend Payment Dates.”
New Series A		With respect to the New Series A, dividends from and including the Effective Date to, but excluding June 15, 2022 (the “New Series A Fixed Rate Period”) at a rate of 4.00% per annum, payable semi-annually, in arrears;

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Stock or on any other series of our preferred stock or common stock, or upon a redemption in whole or in part of any series of the New Preferred Stock.
References to the “accrual” (or similar terms) of dividends in this Prospectus Supplement refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
While any series of the New Preferred Stock remains outstanding, unless, in each case, the full dividends for the preceding dividend period on all outstanding shares of the New Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside:
•	no dividend will be declared or paid or set aside for payment and no distribution will be declared or made or set aside for payment on any junior stock, other than:
	•	a dividend payable solely in junior stock, or
	•	any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption, repurchase or exchange of any rights under any such plan;
•	no shares of junior stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by us) other than:
	•	as a result of a reclassification of junior stock for or into other junior stock,
	•	the exchange or conversion of one share of junior stock for or into another share of junior stock,
	•	through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock,
	•	purchases, redemptions or other acquisitions of shares of the junior stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants,
	•	purchases of shares of junior stock pursuant to a contractually binding requirement to buy junior stock existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan, or

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		•	the purchase of fractional interests in shares of junior stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged; and
	•	no shares of parity stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly, other than:
		•	pursuant to offers to purchase all, or a pro rata portion, of any series of the New Preferred Stock and such parity stock,
		•	by conversion into or exchange for junior stock,
		•	as a result of a reclassification of parity stock for or into other parity stock,
		•	through the use of the proceeds of a substantially contemporaneous sale of other shares of parity stock,
		•	purchases, redemptions or other acquisitions of shares of the parity stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, or
		•	the purchase of fractional interests in shares of parity stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged.
	When dividends are not paid in full upon the shares of any series of the New Preferred Stock and any parity stock, all dividends declared upon shares of the New Preferred Stock and any parity stock will be declared on a proportional basis so that the ratio of dividends to be declared on the New Preferred Stock for the then-current dividend period to dividends to be declared on any parity stock is the same as the ratio of accrued but undeclared dividends on such series of the New Preferred Stock for the then- current dividend period to accrued but undeclared dividends, including any accumulations in the case of parity stock that accrue cumulative dividends, on any parity stock.
Dividend Payment Dates	The dividend payment dates for the New Preferred Stock are the same as the dividend payment dates for the Old Preferred Stock. When, as and if declared by our Board (or a duly authorized committee thereof), dividends will be payable, to the extent of lawfully available funds, on each series of the New Preferred Stock on the following dates (each such date, a “dividend payment date”), as set forth below:
New Series A	•	during the New Series A Fixed Rate Period, dividends will be payable semi-annually, in arrears,

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		on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2022;
	•	during the New Series A Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2022;
New Series B	•	during the New Series B Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on December 15, 2022;
	•	during the New Series B Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2023;
New Series C	•	during the New Series C Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2023; and
	•	during the New Series C Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2023.
Record Dates	The record date shall be the 15th calendar day before the applicable dividend payment date, or such other record date, no earlier than 30 calendar days before the applicable dividend payment date, as shall be fixed by our Board (or a duly authorized committee thereof).
Non-Business Day Dividend Payment Dates	In the event that any dividend payment date during a Fixed Rate Period on which dividends would otherwise be payable is not a Business Day (as defined herein), the dividend payment date will be postponed to the next day that is a Business Day without any adjustment to the dividend amount. In the event that any dividend payment date during a Floating Rate Period on which dividends would otherwise be payable is not a Business Day, the dividend payment date will be postponed to the next day that is a Business Day and dividends will accrue to, but exclude, the date dividends are paid. However, if the postponement would cause the dividend payment date to fall in the next calendar month during a Floating Rate Period, the dividend payment date will instead be brought forward to the immediately preceding Business Day. Dividends payable on any series of the New Preferred Stock for a Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on any series of the New Preferred

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		Stock for a Floating Rate Period will be computed based on the actual number of days in a dividend period and a 360-day year.
Redemption		Each series of the New Preferred Stock is perpetual and has no maturity date. We may redeem any of the New Preferred Stock, at our option, to the extent of lawfully available funds, in whole or in part, from time to time, on any dividend payment date on or after June 15, 2022 (in respect of the New Series A), December 15, 2022 (in respect of the New Series B) or June 15, 2023 (in respect of the New Series C), in each case, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends to, but not including, the redemption date.
		In no event will any holders of any of the series of the New Preferred Stock have the right to require the redemption or purchase by GE of any share of any series of such New Preferred Stock.
Liquidation Rights		In the event we liquidate, dissolve or wind-up our business and affairs, either voluntarily or involuntarily, holders of each series of the New Preferred Stock are entitled to receive a liquidating distribution of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, out of assets of GE available for distribution to stockholders before we make any distribution of assets to the holders of our junior stock. Distributions will be made only to the extent of our assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the New Preferred Stock and pro rata as to each series of the New Preferred Stock and any other shares of our stock ranking equally as to such distribution. Holders of the New Preferred Stock will not be entitled to any other amounts from us after they have received their full liquidating distribution.
Voting Rights		None, except as required by law or expressly set forth in our Certificate of Incorporation. Our Certificate of Incorporation shall provide a vote to holders of each series of the New Preferred Stock with respect to the right to elect certain directors in the case of certain dividend non-payments. See “Description of the New Preferred Stock—Voting Rights” below.
Ranking		Shares of each series of the New Preferred Stock will rank senior to our common stock and pari passu with each of the other series of our New Preferred Stock and any other class or series of our capital stock we may issue which by its terms does not expressly provide that it ranks junior to the New Preferred Stock with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or

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		winding up of GE. The terms of each series of the New Preferred Stock provide that we may not issue any class or series of capital stock that, by its terms, expressly provides that it ranks senior to the New Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. As a result, absent an amendment to our Certificate of Incorporation which, under the New York Business Corporation Law, would require the consent of the holders of a majority of the common stock voting separately as a class and the holders of a majority of the New Preferred Stock voting together as a class with any other series of preferred stock entitled to vote thereon, we are not permitted to issue preferred stock or any other class or series of our capital stock ranking senior to the New Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. See “Description of the New Preferred Stock—General.” We will generally be able to pay dividends and distributions only to the extent of lawfully available funds for such payment and to pay distributions upon liquidation, dissolution and winding up only after satisfaction of all claims for indebtedness and other non- equity claims. As of the Effective Date, except for the New Preferred Stock, we will have no other outstanding series of preferred stock.
No Maturity		The New Preferred Stock is perpetual and does not have a maturity date, and we are not required to redeem the New Preferred Stock. Accordingly, the New Preferred Stock will remain outstanding indefinitely, unless and until we decide to redeem it.
Preemptive and Conversion Rights		None.
Tax Consequences		For a discussion of the tax consequences relating to the Merger and ownership and disposition of the New Preferred Stock, see “Material U.S. Federal Income Tax Consequences” in this Prospectus Supplement.
Risk Factors		Please refer to “Risk Factors” and other information included or incorporated by reference in this Prospectus Supplement for a discussion of factors you should consider carefully.
Transfer Agent, Registrar & Dividend Disbursing Agent		Computershare Inc. and its wholly owned subsidiary Computershare Trust Company N.A. (together, “Computershare”)
Calculation Agent		The Bank of New York Mellon

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RISK FACTORS

You should consider carefully the following risks relating to the New Preferred Stock, together with the risks and uncertainties discussed under “Forward-Looking Information” and the risk factors incorporated by reference in this Prospectus Supplement (including, those risk factors set out in GE’s Annual Report on Form 10-K for the year ended December 31, 2014 and in GECC’s Annual Report on Form 10-K for the year ended December 31, 2014).

The New Preferred Stock is equity and is subordinate to our existing and future indebtedness and may be junior in rights and preferences to future preferred stock.

The shares of New Preferred Stock are equity interests in GE and do not constitute indebtedness. The shares of New Preferred Stock will rank junior to all indebtedness and other non-equity claims on GE with respect to assets available to satisfy claims on GE, including in a liquidation of GE. Our existing and future indebtedness may restrict payment of dividends on the New Preferred Stock.

Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred stock like the New Preferred Stock, (1) dividends are payable only when, as and if declared by our Board (or a duly authorized committee of the board), (2) dividends do not cumulate if they are not declared and (3) as a corporation, we are subject to restrictions on payments of dividends and redemption price to the extent of lawfully available funds. Further, the New Preferred Stock places no restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions, subject only to the limited voting rights referred to below under “Description of the New Preferred Stock—Voting Rights.”

The terms of the New Preferred Stock provide that we may not issue any class or series of capital stock that, by its terms, expressly provides that it ranks senior to the New Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. As a result, absent an amendment to our Certificate of Incorporation which, under the New York Business Corporation Law, would require the consent of the holders of a majority of the common stock voting separately as a class and the holders of a majority of the New Preferred Stock voting together as a class with any other series of preferred stock entitled to vote thereon, we are not permitted to issue preferred stock or any other class or series of our capital stock ranking senior to the New Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. If such an amendment is approved, we may issue preferred stock ranking senior to the New Preferred Stock with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of GE. The New Preferred Stock would be junior to such senior preferred stock. The terms of any future preferred stock expressly senior to the New Preferred Stock may restrict dividend payments on the New Preferred Stock. In this case, unless full dividends for all outstanding preferred stock senior to the New Preferred Stock had been declared and paid or set aside for payment, no dividends could be declared or paid and no distribution could be made on any shares of the New Preferred Stock, and no shares of the New Preferred Stock would be permitted to be purchased, redeemed or otherwise acquired by GE, directly or indirectly, for consideration. This could result in dividends on the New Preferred Stock not being paid to you.

Further, except as described above, we are not restricted from issuing additional shares of our preferred stock, including in each case additional shares of any series of the New Preferred Stock, during the time the New Preferred Stock is outstanding. If we issue such additional securities, it may materially and adversely affect the price of the New Preferred Stock.

Investors should not expect GE to redeem the New Preferred Stock on the date it becomes redeemable or on any particular date after it becomes redeemable.

The New Preferred Stock is a perpetual equity security. This means that the New Preferred Stock has no maturity or mandatory redemption date and is not redeemable at the option of investors. The New Preferred Stock may be redeemed by us, to the extent of legally available funds,

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at our option, either in whole or in part, on any dividend payment date on or after June 15, 2022 (in respect of the New Series A), December 15, 2022 (in respect of the New Series B) or June 15, 2023 (in respect of the New Series C).

Dividends on the New Preferred Stock are discretionary and non-cumulative.

Dividends on the New Preferred Stock are discretionary and will not be cumulative. If our Board (or a duly authorized committee of the board) does not declare a dividend on any series of New Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be cumulative, and we will have no obligation to pay any dividend for that dividend period, whether or not our Board (or a duly authorized committee thereof) declares a dividend for any future dividend period on such series of New Preferred Stock, on any other series of New Preferred Stock or on any other series of our preferred stock or common stock.

The terms of certain outstanding junior subordinated debt securities of GECC that we will assume in connection with the GECC/GE Merger may prohibit us from making distributions on or redeeming the New Preferred Stock.

In connection with the GECC/GE Merger, we will assume the obligations of GECC with respect to certain of its outstanding junior subordinated debt securities. The terms of the junior subordinated debt securities, when so assumed, will prohibit us from declaring or paying any dividends or distributions on the New Preferred Stock, or redeeming, purchasing, acquiring or making a liquidation payment with respect to the New Preferred Stock, if an event of default under the indenture governing the junior subordinated debt securities has occurred and is continuing or at any time when we have deferred interest as permitted thereunder.

Without notice to, or consent from, the holders of the New Preferred Stock, we may also issue additional series of junior subordinated debt securities or other securities in the future with terms similar to the junior subordinated debt securities or that otherwise restrict our making of distributions on or redeeming of the New Preferred Stock. The terms of these and any similar future securities could result in dividends on the New Preferred Stock not being paid to you.

Additionally, when dividends are not paid in full upon the shares of each series of the New Preferred Stock and any parity stock, all dividends declared upon shares of the New Preferred Stock and any parity stock will be declared on a proportional basis so that the ratio of dividends to be declared on the New Preferred Stock for the then-current dividend period to dividends to be declared on any parity stock is the same as the ratio of accrued but undeclared dividends on the New Preferred Stock for the then-current dividend period to accrued but undeclared dividends, including any accumulations in the case of parity stock that accrue cumulative dividends, on any parity stock. Therefore, if we are not paying full dividends on any outstanding parity stock, we will not be able to pay full dividends on the New Preferred Stock.

Holders of the New Preferred Stock will have limited voting rights.

Holders of the New Preferred Stock have no voting rights with respect to matters that generally require the approval of voting stockholders. Holders will have limited voting rights in the event of non-payments of dividends under certain circumstances and as otherwise required by law, as described under “Description of the New Preferred Stock—Voting Rights.”

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General market conditions and unpredictable factors could adversely affect market prices for the New Preferred Stock.

There can be no assurance about the market prices for the New Preferred Stock. Several factors, many of which are beyond our control, will influence the market prices of the New Preferred Stock. Factors that might influence the market prices of the New Preferred Stock include:

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whether we declare or fail to declare dividends on the New Preferred Stock from time to time;

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our creditworthiness;

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operating results that vary from the expectations of securities analysts and investors;

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the financial performance of the major industries which we serve;

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the operating and securities price performance of companies that investors consider to be comparable to us;

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announcements of strategic developments, acquisitions and other material events by us or our competitors;

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a downgrade, suspension or withdrawal of any rating assigned to us by a rating agency;

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interest rates;

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developments in the credit, mortgage and housing markets, the markets for securities relating to mortgages or housing and developments with respect to financial institutions generally;

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the market for similar securities; and

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economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally.

We cannot assure you that a liquid trading market for the New Preferred Stock will develop.

The shares of the New Preferred Stock are a new issue of securities with no established trading market. We do not intend to list the shares of the New Preferred Stock on any stock exchange or otherwise make them available for trading on any national quotation system. Therefore, we cannot assure you that a liquid trading market for the New Preferred Stock will develop, that you will be able to sell the New Preferred Stock at a particular time or that the price you receive when you sell will be favorable. Because the New Preferred Stock does not have a stated maturity date, investors seeking liquidity in the New Preferred Stock will be limited to selling their Preferred Stock in the secondary market.

The benefit of the dividends received deduction to a corporate U.S. holder may be effectively reduced or eliminated if the New Preferred Stock is treated as issued at a premium.

If the “issue price” of a series of New Preferred Stock exceeded its liquidation preference or its stated redemption price (i.e., if the New Preferred Stock is treated as issued at a premium), then all dividends on such stock would be treated as “extraordinary dividends” for U.S. federal income tax purposes, which could effectively reduce or eliminate the benefit to you of the dividends received deduction. The terms of each series of New Preferred Stock have been set with a view towards minimizing the likelihood that the New Preferred Stock is treated as issued at a premium. However, because the manner in which the issue price should be determined for this purpose is not entirely clear and may depend on the value of the New Preferred Stock at the time of the Merger, if you are a corporate U.S. holder, you are urged to consult your tax advisor regarding the application of the extraordinary dividend rules to the New Preferred Stock. See “Material U.S. Federal Income Tax Consequences–Dividends on the New Preferred Stock.

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You may be deemed to receive constructive distributions for U.S. federal income tax purposes even though you have not received any cash as a result of such constructive distributions if the New Preferred Stock is treated as issued at a discount and certain other conditions are present.

If (1) the price at which a series of New Preferred Stock may be redeemed exceeds its “issue price” (i.e., if the New Preferred Stock is treated as issued at a discount) by more than a de minimis amount, and (2) our right to redeem the New Preferred Stock is considered as of the issue date to be more likely than not to be exercised, as determined for this purpose, then you will be required to amortize the discount (on a constant-yield basis) over the period from the issue date to the anticipated redemption date, and will be deemed to receive constructive distributions on such New Preferred Stock equal to the amount amortized in each taxable year, even though you have not received any cash as a result of such constructive distributions.

Our redemption right will not be treated as more likely than not to be exercised if the requirements of a safe harbor test are met. We anticipate that these requirements will be met, but there can be no assurance that they will be. If the test is not met, then whether our redemption right is considered more likely than not to be exercised will be based on all facts and circumstances as of the issue date. We will determine in our view whether the preferred OID rules are applicable to each series of the New Preferred Stock, and if so, the amount and timing of such constructive distributions, and we will publish our determination on our website within 60 days of the Merger. Our determination will be binding on you unless you explicitly disclose your contrary determination on a timely filed tax return for your taxable year that includes your acquisition of the New Preferred Stock. Our determination will not be binding on the Internal Revenue Service (“IRS”). Because a constructive distribution received by you would not give rise to any cash from which any applicable withholding tax could be satisfied, if you are a Non-U.S. holder (defined below), such tax may be withheld from subsequent payments of cash on the New Preferred Stock. See “Material U.S. Federal Income Tax Consequences—U.S. Holders—Preferred OID,” and “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders—Dividends on the New Preferred Stock.”

If you wish to exercise appraisal rights, you should be aware that the fair value of your Old Preferred Stock as determined by the court in an appraisal proceeding could be less than, or the same as, the value of the New Preferred Stock.

Old Preferred Holders considering seeking appraisal of their shares should be aware that if you exercise appraisal rights, the fair value of your shares of Old Preferred Stock as determined by the Delaware Court of Chancery in the appraisal proceeding pursuant to Section 262 of the DGCL could be less than, or the same as, the value of the New Preferred Stock you otherwise would receive in connection with the Reorganization. Unless otherwise determined by the Delaware Court of Chancery, you will be required to bear any and all legal costs you incur in connection with your exercise of appraisal rights.

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CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The table below sets forth GE’s consolidated ratio of earnings to combined fixed charges and preferred stock dividends for the periods presented.

Nine
Months
Ended
September 30,
2015

Year Ended

2014

2013

2012

2011

2010

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends⁽¹⁾

1.90x

1.98x

1.85x

1.66x

1.69x

1.95x

⁽¹⁾

In the above calculations, earnings for all periods consist of earnings before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees. Earnings are also adjusted to add amounts charged to consolidated expenses of GE and its consolidated affiliates during the period for all interest and other financial charges (including interest on tax deficiencies and interest on discontinued operations) and an amount representative of the interest factor in rentals (for this purpose, the interest factor is assumed to be one-third of rental expense). Fixed charges consist of all interest and other financial charges (including interest on tax deficiencies and interest on discontinued operations), including capitalized interest, and one-third of rental expense for companies included in the consolidated group.

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DESCRIPTION OF THE MERGERS

Background to the Mergers

On April 10, 2015, GE announced the GE Capital Exit Plan to reduce the size of its financial services businesses through the sale of most of the assets of GECC and to focus on continued investment and growth in GE’s industrial businesses. Under the GE Capital Exit Plan, GE will retain certain GECC businesses, principally its vertical financing businesses—GE Capital Aviation Services, Energy Financial Services and Healthcare Equipment Finance—that directly relate to GE’s core industrial domains and other operations, including Working Capital Solutions and GECC’s run-off insurance activities. The assets planned for disposition include Real Estate, most of the Commercial Lending and Leasing and all Consumer platforms (including all U.S. banking assets). GE expects to execute this strategy using an efficient approach for exiting non-vertical assets that works for GE’s and GECC’s debt holders and GE’s shareowners.

As part of the GE Capital Exit Plan, GE will realign and reorganize GECC’s businesses in the Reorganization, pursuant to which:

•

GE will separate GECC’s international and U.S. operations;

•

GECC’s international operations will be consolidated under GE Capital International Holdings Limited, which will have a separate capital structure and be separately supervised;

•

GECC’s U.S. operations will be consolidated under GE Capital US Holdings, Inc.;

•

GE has discussed the GE Capital Exit Plan, aspects of which are subject to regulatory review and approval, with its regulators and the staff of the FSOC and will work closely with these bodies to take the actions necessary over time to terminate the FSOC’s designation of GECC (and the new U.S. intermediate holding company formed to replace GECC, as applicable) as a nonbank SIFI under the Dodd-Frank Wall Street Reform and Consumer Protection Act. GE plans on applying for nonbank SIFI de-designation in the first quarter of 2016.

At the time of termination of nonbank SIFI designation, we anticipate that GECC’s international operations will become our principal supervised financial services operations, with GE Capital International Holdings Limited as the international holding company of such operations. Upon completion of the Reorganization, GE Capital International Holdings Limited will be supervised by the UK Prudential Regulation Authority.

Terms of the Mergers

In connection with the Merger, effective as of December 3, 2015, each share of each series of Old Preferred Stock issued by GECC MergeCo will automatically be converted into the right to receive newly issued shares of a corresponding series of New Preferred Stock of GE having the terms described herein.

GE, as the sole stockholder of Merger Sub, has adopted the Merger Agreement, which provides for the merger of Merger Sub with and into GECC MergeCo, with GECC MergeCo as the surviving corporation.

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The Merger Agreement was also approved by the Boards of Directors of each of Merger Sub and GECC MergeCo. The members of the Boards of Directors of Merger Sub and GECC MergeCo are affiliates of GE.

The terms of the Merger are set forth in the Merger Agreement. A copy of the Form of Merger Agreement is set forth in Appendix B, attached hereto, and incorporated by reference into this description.

Fractional Shares

There will not be any fractional shares or fractional share certificates distributed in connection with the Merger. Instead, you will receive cash (without interest) in lieu of fractional shares. Computershare, acting as agent for the Old Preferred Holders, who may have otherwise been entitled to receive fractional shares of New Preferred Stock, will aggregate any fractional shares, by series, that would have otherwise been required to be distributed and cause them to be sold in the open market, by series, for the accounts of those Old Preferred Holders. Any proceeds that Computershare realizes from such sale of fractional shares in the open market will be distributed by series, less any brokerage commissions or other fees, to each Old Preferred Holder entitled thereto in accordance with such Old Preferred Holder’s fractional interest in the aggregate number of such fractional shares sold in the open market. The distribution of such fractional share proceeds will take longer than the distribution of shares of New Preferred Stock. As a result, Old Preferred Holders will not receive fractional share proceeds at the same time they receive shares of New Preferred Stock.

None of GE, GECC MergeCo, GECC, Computershare or any other person will guarantee any minimum proceeds from the sale of such fractional shares. You will not receive any interest on any cash paid to you, even if there is a delay in making the payment.

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DESCRIPTION OF THE NEW PREFERRED STOCK

General

Our Certificate of Incorporation, as amended, authorizes our Board to create and provide for the issuance of one or more series of preferred stock, par value $1.00 per share, without the approval of our shareholders. The Board can also determine the terms, including the designations, powers, rights and preferences (including conversion, voting and other rights) and the qualifications, limitations or restrictions, of any preferred stock. Currently, our authorized share capital includes 50,000,000 shares classified as preferred stock under our Certificate of Incorporation. Such authorized share capital of preferred stock and the number of shares of each series of the New Preferred Stock may, in each case, be increased or decreased by resolution of the Board (or a duly authorized committee thereof), without the vote or consent of the holders of the New Preferred Stock.

As of the Effective Date, except for the New Preferred Stock, we will have no other outstanding series of preferred stock.

The New Preferred Stock will be composed of three series of our authorized preferred stock. Subject to the terms described herein, we are issuing, in the aggregate, 2,777,625 shares of our New Series A, 2,072,525 shares of our New Series B and 1,094,100 shares of our New Series C. Shares of the New Preferred Stock, upon issuance, will be fully paid and non-assessable.

Transfers of the New Preferred Stock must be of at least one whole share or any greater number of whole shares ($1,000 aggregate liquidation preference per share increments). We will not issue fractional shares of New Preferred Stock.

Shares of each series of the New Preferred Stock will rank senior to our common stock and pari passu with any other series of our preferred stock and any other class or series of our capital stock we may issue which by its terms does not expressly provide that it ranks junior to the New Preferred Stock with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of GE. The terms of the New Preferred Stock provide that we may not issue any class or series of capital stock that, by its terms, expressly provides that it ranks senior to the New Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. As a result, absent an amendment to our Certificate of Incorporation which, under the New York Business Corporation Law, would require the consent of the holders of a majority of the common stock voting separately as a class and the holders of a majority of each series of the New Preferred Stock voting together as a class with any other series of preferred stock entitled to vote thereon, we are not permitted to issue preferred stock or any other class or series of our capital stock ranking senior to the New Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of GE. In addition, we will generally be able to pay dividends only to the extent of lawfully available funds for such payment and distributions upon liquidation, dissolution or winding up only after satisfaction of all claims for indebtedness and other non-equity claims.

The New Preferred Stock will not be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of GE. The New Preferred Stock has no stated maturity and will not be subject to any sinking fund or other obligation of GE to redeem or purchase the New Preferred Stock. The holders of shares of the New Preferred Stock will have no preemptive rights with respect to any shares of our capital stock or any of our other securities convertible into or carrying rights or options to purchase any such capital stock.

We reserve the right to re-open each series of the New Preferred Stock and issue additional shares of each series of the New Preferred Stock, either through public or private sales at any time and from time to time. In the event that we issue additional shares of any series of the New Preferred Stock after the Effective Date, any dividends on such additional shares will accrue from the issue date of such additional shares.

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Dividends

Dividends on each series of the New Preferred Stock will not be cumulative and will not be mandatory. If our Board (or a duly authorized committee thereof) does not declare a dividend on any series of New Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be cumulative, and we will have no obligation to pay any dividend for that dividend period, whether or not our Board (or a duly authorized committee thereof) declares a dividend for any future dividend period on such series of New Preferred Stock, on any other series of New Preferred Stock or on any other series of our preferred stock or common stock. Holders of the New Preferred Stock will be entitled to receive, when, as and if declared by our Board (or a duly authorized committee thereof), out of assets legally available for the payment of dividends, non-cumulative cash dividends based on the liquidation preference of each series of the New Preferred Stock at a rate equal to:

(a)

with respect to New Series A:


	(1)		4.00% per annum for each semi-annual dividend period from and including the Effective Date to, but excluding, June 15, 2022 (the “New Series A Fixed Rate Period”);

	(2)		three-month LIBOR plus a spread of 2.28% per annum, for each quarterly dividend period from and including June 15, 2022 to, but not including, the redemption date of the New Series A, if any (the “New Series A Floating Rate Period”);

(b)

with respect to New Series B:


	(1)		4.10% per annum for each semi-annual dividend period from and including the Effective Date to, but excluding, December 15, 2022 (the “New Series B Fixed Rate Period”);

	(2)		three-month LIBOR plus a spread of 2.32% per annum, for each quarterly dividend period from and including December 15, 2022 to, but not including, the redemption date of the New Series B, if any (the “New Series B Floating Rate Period”); and

(c)

with respect to New Series C:


	(1)		4.20% per annum for each semi-annual dividend period from and including the Effective Date to, but excluding, June 15, 2023 (the “New Series C Fixed Rate Period”);

	(2)		three-month LIBOR plus a spread of 2.37% per annum, for each quarterly dividend period from and including June 15, 2023 to, but not including, the redemption date of the New Series C, if any (the “New Series C Floating Rate Period”).

References to the “accrual” (or similar terms) of dividends in this Prospectus Supplement refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

When, as and if declared by our Board (or a duly authorized committee thereof), out of assets legally available therefor, dividends will be payable on each series of the New Preferred Stock on the following dates (each such date, referred to as a dividend payment date):

(a)

with respect to New Series A:


	(1)		during the New Series A Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2022;

	(2)		during the New Series A Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2022;

(b)

with respect to New Series B:

(1)

during the New Series B Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on December 15, 2022;

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(2)

during the New Series B Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2023; and

(c)

with respect to New Series C:


	(1)		during the New Series C Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2023;

	(2)		during the New Series C Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2023.

In the event that any dividend payment date during a Fixed Rate Period on which dividends would otherwise be payable is not a Business Day, the dividend payment date will be postponed to the next day that is a Business Day, without any adjustment to the dividend amount. In the event that any dividend payment date during a Floating Rate Period on which dividends would otherwise be payable is not a Business Day, the dividend payment date will be postponed to the next day that is a Business Day and dividends will accrue to, but exclude, the date dividends are paid. However, if the postponement would cause the dividend payment date to fall in the next calendar month during a Floating Rate Period, the dividend payment date will instead be brought forward to the immediately preceding Business Day. A “Business Day” means any weekday that is not a legal holiday in New York, New York and that is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

Dividends will be payable to holders of record of the New Preferred Stock as they appear on our stock register on the applicable record date, which shall be the 15^th calendar day before the applicable dividend payment date, or such other record date, no earlier than 30 calendar days before the applicable dividend payment date, as shall be fixed by our Board (or a duly authorized committee thereof). The record date for the first dividend payment date will be the Effective Date.

A dividend period is the period from and including a dividend payment date to, but excluding, the next dividend payment date (without giving effect during a Fixed Rate Period to any adjustment of the dividend payment date because any such date is not a Business Day), except that the initial dividend period during a Fixed Rate Period will commence on and include the Effective Date. Dividends payable on the New Preferred Stock for a Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on any series of the New Preferred Stock for a Floating Rate Period will be computed based on the actual number of days in a dividend period and a 360-day year. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the New Preferred Stock will cease to accrue on the redemption date, if any, as described below under “—Redemption,” unless we default in the redemption (which would include a default in the payment of the redemption price) of the shares of the New Preferred Stock called for redemption.

The Dividend Rate for each dividend period in a Floating Rate Period will be determined by the calculation agent using three-month LIBOR as in effect on the second London banking day prior to the beginning of the dividend period, which date is the “dividend determination date” for the dividend period. The calculation agent then will add a spread of (a) 2.28% (in respect of the New Series A), (b) 2.32% (in respect of the New Series B) and (c) 2.37% (in respect of the New Series C), in each case, per annum, to the three-month LIBOR as determined on the dividend determination date. Absent manifest error, the calculation agent’s determination of a Dividend Rate for a dividend period for any series of the New Preferred Stock will be binding and conclusive on you, the transfer agent and us. The calculation agent will notify us of each determination of a Dividend Rate and will make the relevant Dividend Rate available to any stockholder of the relevant series of the New Preferred Stock upon request.

A “London banking day” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

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The “calculation agent” means, at any time, the person or entity appointed by us and serving as such agent at such time. We may terminate any such appointment and may appoint a successor agent at any time and from time to time, provided that we will use our best efforts to ensure that there is, at all relevant times when any series of New Preferred Stock is outstanding, a person or entity appointed and serving as such agent. The calculation agent may be a person or entity affiliated with us.

The term “three-month LIBOR” means the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” (or its equivalent on Bloomberg) at approximately 11:00 a.m., London time, on the relevant dividend determination date. If no offered rate appears on Reuters screen page “LIBOR01” on the relevant dividend determination date at approximately 11:00 a.m., London time, then we will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. We will then notify the calculation agent of the quotations. If at least two quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, we will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided by us to the calculation agent, then the three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, three- month LIBOR for the next dividend period will be equal to three-month LIBOR in effect for the then-current dividend period.

While any series of the New Preferred Stock remains outstanding, unless, in each case, the full dividends for the preceding dividend period on all outstanding shares of such series of the New Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside, (1) no dividend will be declared or paid or set aside for payment and no distribution will be declared or made or set aside for payment on any junior stock (other than (i) a dividend payable solely in junior stock or (ii) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption, repurchase or exchange of any rights under any such plan), (2) no shares of junior stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by us) (other than (i) as a result of a reclassification of junior stock for or into other junior stock, (ii) the exchange or conversion of one share of junior stock for or into another share of junior stock, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock, (iv) purchases, redemptions or other acquisitions of shares of the junior stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of junior stock pursuant to a contractually binding requirement to buy junior stock existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan, or (vi) the purchase of fractional interests in shares of junior stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged) and (3) no shares of parity stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than (i) pursuant to offers to purchase all, or a pro rata portion, of the New Preferred Stock and such parity stock, (ii) by conversion into or exchange for junior stock, (iii) as a result of a reclassification of parity stock for or into other parity stock, (iv) through the use of the proceeds of a substantially contemporaneous sale of other shares of parity stock, (v) purchases, redemptions or other acquisitions of shares of the parity stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, or (vi) the purchase of fractional interests in

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shares of parity stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged).

For the avoidance of doubt, nothing in the foregoing paragraph shall limit us from taking any of the actions set forth in that paragraph after the Effective Date and prior to the first dividend payment date on any series of the New Preferred Stock.

When dividends are not paid in full upon the shares of any series of New Preferred Stock and any parity stock, all dividends declared upon shares of any series of the New Preferred Stock and any parity stock will be declared on a proportional basis so that the ratio of dividends to be declared on any such series of New Preferred Stock for the then-current dividend period to dividends to be declared on any parity stock is the same as the ratio of accrued but undeclared dividends on such series of the New Preferred Stock for the then-current dividend period to accrued but undeclared dividends, including any accumulations in the case of parity stock that accrue cumulative dividends, on any parity stock.

As used in this Prospectus Supplement, “junior stock” means our common stock and any other class or series of stock of GE now or hereafter authorized over which the New Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of GE.

As used in this Prospectus Supplement, “parity stock” means any other class or series of stock of GE that ranks on a parity with the New Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of GE, including, for the avoidance of doubt, each series of the New Preferred Stock with respect to the other series of the New Preferred Stock.

Subject to the considerations described above, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by our Board (or a duly authorized committee thereof), may be declared and paid on our junior stock and our parity stock from time to time out of any assets legally available for such payment, and the holders of the New Preferred Stock shall not be entitled to participate in any such dividend.

Redemption

Each series of the New Preferred Stock is perpetual and has no maturity date. None of the series of the New Preferred Stock are subject to any mandatory redemption, sinking fund or other similar provisions.

Optional Redemption. We may redeem any of the New Preferred Stock, at our option, to the extent of lawfully available funds, in whole or in part, from time to time, on any dividend payment date on or after June 15, 2022 (in respect of the New Series A), December 15, 2022 (in respect of the New Series B) or June 15, 2023 (in respect of the New Series C), in each case, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. In no event will any holders of any of the series of the New Preferred Stock have the right to require the redemption or purchase by GE of any share of any series of such New Preferred Stock.

Redemption Procedures. If any shares of any series of the New Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of the relevant shares of the New Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if such shares of the New Preferred Stock are held in book-entry form through DTC we may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth:

•

the redemption date;

•

the number of shares, and the series, of the New Preferred Stock to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of such shares of such series of the New Preferred Stock to be redeemed from the holder;

•

the redemption price;

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•

the place or places where the certificates evidencing shares of the New Preferred Stock are to be surrendered for payment of the redemption price; and

•

that dividends on the shares to be redeemed will cease to accrue on the redemption date.

If notice of redemption of any shares of the New Preferred Stock has been duly given and if the funds necessary for such redemption have been irrevocably set aside by us for the benefit of the holders of any shares of the New Preferred Stock so called for redemption, then, on and after the redemption date, dividends will cease to accrue on such shares of New Preferred Stock, such shares of New Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any declared and unpaid dividends without accumulation of any undeclared dividends.

In case of any redemption of only part of the shares of a series of the New Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata, by lot or in such other manner as we may determine to be equitable. Subject to the provisions hereof, our Board (or a duly authorized committee thereof) shall have full power and authority to prescribe the terms and conditions upon which shares of the New Preferred Stock shall be redeemed from time to time.

The holders of the New Preferred Stock do not have the right to require the redemption or purchase by GE of any of the shares of any of the series of the New Preferred Stock.

We may purchase and sell any of the New Preferred Stock, from time to time, to such extent, in such manner, and upon such terms as our Board (or a duly authorized committee thereof) may determine.

Liquidation Rights

Upon any liquidation, dissolution or winding up of the business and affairs of GE, either voluntarily or involuntarily, holders of each series of the New Preferred Stock are entitled to receive a liquidating distribution of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, out of assets of GE available for distribution to stockholders before we make any distribution of assets to the holders of our junior stock. Distributions will be made only to the extent of our assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the New Preferred Stock and pro rata as to each series of the New Preferred Stock and any other shares of our stock ranking equally as to such distribution. Holders of the New Preferred Stock will not be entitled to any other amounts from us after they have received their full liquidating distribution.

In any such distribution, if our assets are not sufficient to pay the liquidation preferences plus declared and unpaid dividends, without accumulation of any undeclared dividends, in full to all holders of each series of the New Preferred Stock and all holders of parity stock (including applicable accumulation of undeclared dividends), the amounts paid to the holders of the New Preferred Stock and any parity stock will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of each series of the New Preferred Stock and any parity stock (including applicable accumulation of undeclared dividends), the holders of our junior stock shall be entitled to receive all remaining assets of GE according to their respective rights and preferences.

The merger or consolidation by us with any other entity, including a merger or consolidation in which holders of the New Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of our assets for cash, securities or other property will not constitute a liquidation, dissolution or winding up of our business and affairs.

Our rights and the rights of our creditors and our stockholders, including the holders of the New Preferred Stock, to participate in the assets of any of our subsidiaries upon that subsidiary’s liquidation or recapitalization may be subject to the prior claims of that subsidiary’s creditors, except to the extent that we are a creditor with recognized claims against the subsidiary.

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Voting Rights

Except as provided below or as expressly required by law, the holders of shares of New Preferred Stock will have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock, and will not be entitled to call a meeting of such holders for any purpose, nor will they be entitled to participate in any meeting of the holders of our common stock.

Right to Elect Two Directors upon Non-payment. If we fail to pay, or declare and set apart for payment, dividends on outstanding shares of any series of the New Preferred Stock or any other parity series of preferred stock upon which equivalent voting rights have been conferred for three semi- annual or six quarterly dividend periods, whether or not consecutive, the number of directors shall automatically be increased by two at our first annual meeting of the stockholders held thereafter, and shall remain increased until continuous noncumulative dividends for at least one year on all outstanding shares of each series of the New Preferred Stock and any other parity series of preferred stock upon which equivalent voting rights have been conferred shall have been paid, or declared and set apart for payment, in full. At such annual meeting, the holders of the shares of New Preferred Stock and all series of any other parity preferred stock upon which equivalent voting rights have been conferred, shall have the right, voting as a class, to elect such two additional members of the Board to hold office for a term of one year. Upon the payments, or the declarations and setting apart for payments, in full, of continuous noncumulative dividends for at least one year on all outstanding shares of each series of the New Preferred Stock and any other series parity of preferred stock upon which equivalent voting rights have been conferred, the terms of the two additional directors so elected shall forthwith terminate, and the number of directors shall automatically be reduced by two, and such voting right of the holders of shares of each series of the New Preferred Stock and such other parity series of preferred stock upon which equivalent voting rights have been conferred shall cease, subject to increase in the number of directors as described above and to revesting of such voting right in the event of each and every additional failure in the payment of dividends for three semi-annual or six quarterly dividend periods, whether or not consecutive, as described above.

Holders of each series of the New Preferred Stock, together with holders of shares of any other parity preferred stock entitled to elect directors, voting together as a class, may remove and replace (without cause) either of the directors they elected. If the office of either such director becomes vacant for any reason other than removal, the remaining director may choose a successor who will hold office for the unexpired term of the vacant office.

Under applicable FRB guidance, if the holders of preferred stock of any series become entitled to vote for the election of directors because dividends on such series are in arrears as described above, under certain circumstances that series would then be deemed a “class of voting securities” and a holder of 25% or more of such series (or any holder if it is determined by the FRB that such holder otherwise exercises a “controlling influence” over GE) would then be subject to regulation as a savings and loan holding company in accordance with the Home Owners’ Loan Act. In addition, when the series is deemed a class of voting securities, any other savings and loan holding company and any bank holding company would be required to obtain the prior approval of the FRB to acquire more than 5% of that series, and any person or entity other than a savings and loan holding company or a bank holding company would be required to file a prior notice with the FRB to acquire 10% or more of that series.

Voting rights under applicable law. Under current provisions of the New York Business Corporation Law, the holders of issued and outstanding Preferred Stock are entitled to vote as a class, with the consent of the majority of the class being required to approve an amendment to our Certificate of Incorporation if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely; provided, however, the terms of the New Preferred Stock provide that the granting of additional voting rights to holders of the New Preferred Stock shall be deemed to not adversely affect the powers, preferences or special rights of the holders of shares of the New Preferred Stock

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and shall be permitted without the consent or vote of any such holders. If any proposed amendment to the Certificate of Incorporation would alter or change the powers, preferences or special rights of one or more series of preferred stock so as to affect them adversely, but shall not so affect the entire class of preferred stock, then only the shares of the series of preferred stock so affected by the amendment shall have a right to vote as a separate class.

Each share of each series of the New Preferred Stock will have one vote whenever it is entitled to voting rights.

If we redeem, or call for redemption of, some or all of the outstanding shares of any series of the New Preferred Stock and irrevocably deposit in trust sufficient funds to effect such redemption, the shares of the New Preferred Stock so redeemed will not be deemed outstanding for the purpose of voting and the above voting provisions will not apply.

Transfer Agent, Registrar & Dividend Disbursing Agent

Computershare Shareowner Services will be the transfer agent, registrar and dividend disbursing agent for each series of the New Preferred Stock.

Calculation Agent

The Bank of New York Mellon will be the calculation agent for each series of the New Preferred Stock.

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COMPARISON OF STOCKHOLDERS’ RIGHTS

Comparison of Economic Terms

Certain of the economic terms of the New Preferred Stock will differ as compared to the Old Preferred Stock, as set forth in the table below.


Terms			Old Preferred Stock	New Preferred Stock
Par Value:			$0.01 per share	$1.00 per share
Liquidation Preference:			$100,000 per share	$1,000 per share
Optional Redemption Price, per share (plus any declared and unpaid dividends to, but not including, the redemption date):			$100,000	$1,000
Aggregate Liquidation Preference:		Series A	$2,250,000,000	$2,777,625,000
		Series B	$1,750,000,000	$2,072,525,000
		Series C	$1,000,000,000	$1,094,100,000
Number of Shares:		Series A	22,500 shares	2,777,625 shares
		Series B	17,500 shares	2,072,525 shares
		Series C	10,000 shares	1,094,100 shares
Dividend Rates (Non- Cumulative)	Fixed Rate Periods	Series A	7.125%	4.00%
		Series B	6.250%	4.10%
		Series C	5.250%	4.20%
	Floating Rate Periods (3-month LIBOR plus a spread of)	Series A	5.296%	2.28%
		Series B	4.704%	2.32%
		Series C	2.967%	2.37%
Regulatory Capital Redemption			Old Preferred Stock could be redeemed in the event of certain regulatory capital events, and any redemption of the Old Preferred Stock was subject to prior approval by the FRB and to the satisfaction of certain conditions set forth in the capital guidelines or regulations of the FRB.	New Preferred Stock does not contain similar provisions.

Comparison of Legal Rights and Preferences

Holdco Merger. Pursuant to the Holdco Merger, the legal rights and preferences of the shares held by the holders of the Old Preferred Stock issued by GECC MergeCo were substantially identical to the legal rights and preferences of the shares held by the holders of the Old Preferred Stock issued by GECC, except that those legal rights and preferences were with respect to GECC MergeCo rather than with respect to GECC.

Merger. In connection with the Merger, all of the provisions contained in the Certificates of Designation that governed the Old Preferred Stock issued by GECC and GECC MergeCo will be incorporated into a Certificate of Amendment to GE’s Certificate of Incorporation, such that the terms of the New Preferred Stock will be substantially identical to the terms of the Old Preferred Stock, except as set forth in the table above. GE is incorporated under the laws of the State of New York and GECC was, and GECC MergeCo is, incorporated under the laws of the State of Delaware. Therefore, upon completion of the Merger, rights of the Old Preferred Holders who will receive the New Preferred Stock as a result of the Merger will be governed by the laws of the State of New York and by GE’s By-laws and Certificate of Incorporation, instead of by the laws of the State of Delaware and by GECC and GECC MergeCo’s By-laws and Certificates of Incorporation.

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Thus, subject to the foregoing, upon consummation of the Merger, the Old Preferred Holders will hold shares of a series of the newly issued New Preferred Stock of GE having substantially identical rights and preferences with respect to GE as the applicable series of the Old Preferred Stock had with respect to GECC and GECC MergeCo.

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APPRAISAL RIGHTS

Old Preferred Holders are eligible for appraisal rights in connection with the Merger under Section 262 (“Section 262”) of the DGCL. In order to assist Old Preferred Holders in determining whether to exercise appraisal rights, a copy of the most recent financial statements of GE (which also contains financial information in respect of GECC, both in certain columns of the financial statements themselves and in the notes thereto) is included herein in Appendix D, attached hereto.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this Prospectus Supplement as Appendix A. Unless otherwise noted, all references in Section 262 and in this summary to a “stockholder” are to the record holder of the shares of the Old Preferred Stock issued by GECC MergeCo immediately prior to the Effective Date as to which appraisal rights may be asserted. As of the date hereof, the record holder is Cede & Co., as the nominee of DTC. Therefore, any person having a beneficial interest in such shares of the Old Preferred Stock of GECC MergeCo must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights.

Under the DGCL, persons who hold shares of the Old Preferred Stock of GECC MergeCo immediately prior to the Effective Date and who (i) follow the procedures set forth in Section 262 and (ii) do not thereafter withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their shares of Old Preferred Stock appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be “fair value.” In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment.

Under Section 262, where a merger is approved by written consent of stockholders pursuant to Section 228 of the DGCL, then, either a constituent corporation before the effective date of the merger, or the surviving corporation within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are eligible for appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262. This Prospectus Supplement shall constitute such notice to the holders of shares of Old Preferred Stock and the applicable statutory provisions are attached to this Prospectus Supplement as Appendix A. Any holder of Old Preferred Stock who wishes to exercise such appraisal rights or who wishes to preserve the right to do so, should review the following discussion and Appendix A carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

The Effective Date of the Merger will be December 3, 2015.

A holder of record of shares of Old Preferred Stock wishing to exercise appraisal rights must, within 20 days after mailing of this Prospectus Supplement to the record holder of the Old Preferred Stock, which is expected to occur on December 1, 2015, make a written demand for the appraisal of their shares to GECC MergeCo at: 201 High Ridge Road, Stamford, CT 06905—Attn: Senior Vice President, Corporate Treasury and Global Funding Operation. The demand must reasonably inform GECC MergeCo of the identity of the holder as well as the intention of the holder to demand an appraisal of the “fair value” of the shares of Old Preferred Stock held by such holder.

Only a holder of record of shares of Old Preferred Stock issued and outstanding immediately prior to the Effective Date will be entitled to demand appraisal of the shares of Old Preferred Stock registered in that holder’s name. As indicated above, all shares of Old Preferred Stock issued by GECC MergeCo immediately prior to the Effective Date as to which appraisal rights may be asserted are held of record in the name of Cede & Co., the nominee of DTC. A demand for

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appraisal in respect of shares of Old Preferred Stock issued and outstanding immediately prior to the Effective Date should be executed by or on behalf of the holder of record, fully and correctly, as its name appears on its stock certificates, and must state that such person intends thereby to demand appraisal of its shares of Old Preferred Stock issued and outstanding immediately prior to the Effective Date in connection with the Merger.

Cede & Co., as the nominee of DTC, may exercise appraisal rights with respect to the shares of Old Preferred Stock issued and outstanding immediately prior to the Effective Date held for one or more beneficial owners while not exercising such rights with respect to the shares of Old Preferred Stock held for other beneficial owners; in such case, however, the written demand should set forth the number of shares of Old Preferred Stock issued and outstanding immediately prior to the Effective Date as to which appraisal is sought and where no number of shares of Old Preferred Stock is expressly mentioned, the demand will be presumed to cover all shares of Old Preferred Stock which are held in the name of the record owner.

Any beneficial owner desiring appraisal who holds shares through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder. The beneficial owner of such shares should instruct such firm, bank or institution that the demand for appraisal be made by the record holder of the shares, which is Cede & Co. As required by Section 262, a demand for appraisal must reasonably inform GECC MergeCo of the identity of the holder(s) of record (which may be a nominee as described above) and of such holder’s intention to seek appraisal of such shares.

All written demands for appraisal pursuant to Section 262 should be sent or delivered to GECC MergeCo at 201 High Ridge Road, Stamford, CT 06905—Attn: Senior Vice President, Corporate Treasury and Global Funding Operation.

Within 120 days after the Effective Date, but not thereafter, GECC MergeCo or any holder of Old Preferred Stock who is eligible for appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Old Preferred Stock. GECC MergeCo is under no obligation to and has no present intention to file such a petition. Accordingly, it is the obligation of the Old Preferred Holders to initiate all necessary action to perfect their appraisal rights in respect of such shares of Old Preferred Stock within the time prescribed in Section 262.

Within 120 days after the Effective Date, any holder of Old Preferred Stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from GECC MergeCo a statement setting forth the aggregate number of shares and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement must be mailed within ten days after a written request therefor has been received by GECC MergeCo or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of such stock may, in such person’s own name, file a petition for appraisal or request the statement of shares described in this paragraph.

If a petition for an appraisal is timely filed by an Old Preferred Holder and a copy thereof is served upon GECC MergeCo, GECC MergeCo will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all Old Preferred Holders who have demanded an appraisal of their preferred shares and with whom agreements as to the value of their preferred shares have not been reached. After notice to such Old Preferred Holders as required by the Court, the Delaware Court of Chancery is empowered to conduct a hearing on such petition to determine those Old Preferred Holders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require Old Preferred Holders who demanded appraisal of their preferred shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any Old Preferred Holder fails to comply with such direction, the Court of Chancery may dismiss the proceedings as to such Old Preferred Holder.

After determining the Old Preferred Holders entitled to appraisal, the “fair value” of their shares of Old Preferred Stock will be determined by the Delaware Court of Chancery in an

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appraisal proceeding, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Old Preferred Holders considering seeking appraisal should be aware that the fair value of their shares of Old Preferred Stock as determined under Section 262 could be more or less than or the same as the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Old Preferred Stock. The Delaware Supreme Court has stated that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in the appraisal proceedings. The Delaware Supreme Court has also stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” The Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. The Delaware Supreme Court has construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy.

Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. The costs of the appraisal proceeding (which do not include attorneys’ or experts’ fees) may be determined by the Court and taxed upon the parties as the Court deems equitable. The Court may also order that all or a portion of the expenses incurred by any stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the shares entitled to be appraised.

Any holder of shares of Old Preferred Stock who has duly demanded an appraisal in compliance with Section 262 is not entitled to vote the shares of Old Preferred Stock subject to such demand for any purpose or entitled to the payment of dividends or other distributions on those shares of Old Preferred Stock (except dividends or other distributions payable to holders of record of Old Preferred Stocks of a date prior to the Effective Date).

If any stockholder who demands appraisal of its shares of Old Preferred Stock under Section 262 fails to perfect, or effectively withdraws or loses, its right to appraisal, as provided in the DGCL, the shares of Old Preferred Stock of such stockholder will be deemed to have been automatically converted into the right to receive the New Preferred Stock, but without interest. A stockholder will fail to perfect, or effectively lose or withdraw, its right to appraisal if no petition for appraisal is filed within 120 days after the Effective Date, or if the stockholder delivers to GECC MergeCo a written withdrawal of its demand for appraisal and an acceptance of the Merger, except that any such attempt to withdraw made more than 60 days after the Effective Date will require the written approval of GECC MergeCo. Once a petition for appraisal is filed, the appraisal proceeding may not be dismissed as to any holder absent court approval, provided, however that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Date.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights (in which event a holder of Old Preferred Stock will be entitled to retain the New Preferred Stock).

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BOOK-ENTRY ISSUANCE

DTC will act as securities depositary for the New Preferred Stock. We will issue one or more fully registered global securities certificates in the name of DTC’s nominee, Cede & Co. These certificates will represent the total aggregate number of shares of New Preferred Stock. We will deposit these certificates with DTC or a custodian appointed by DTC. We will not issue certificates to you for the shares of New Preferred Stock that you receive, unless DTC’s services are discontinued as described below.

Title to book-entry interests in the New Preferred Stock will pass by book-entry registration of the transfer within the records of DTC in accordance with its procedures. Book-entry interests in the securities may be transferred within DTC in accordance with procedures established for these purposes by DTC. Each person owning a beneficial interest in the New Preferred Stock must rely on the procedures of DTC and the participant through which such person owns its interest to exercise its rights as a holder of the New Preferred Stock.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a banking organization under the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” under the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating in this manner the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc. and the Financial Industry Regulatory Authority, Inc. Others, like securities brokers and dealers, banks and trust companies that clear through or maintain custodial relationships with Direct Participants, either directly or indirectly, are indirect participants (“Indirect Participants”) and also have access to the DTC system. The rules applicable to DTC and its Direct and Indirect Participants are on file with the SEC.

When you receive the New Preferred Stock within the DTC system, the transfer must be made by or through a Direct Participant. The Direct Participant will receive a credit for the New Preferred Stock on DTC’s records. You, as the actual owner of the New Preferred Stock, are the “beneficial owner.” Your beneficial ownership interest will be recorded on the Direct and Indirect Participants’ records, but DTC will have no knowledge of your individual ownership. DTC’s records reflect only the identity of the Direct Participants to whose accounts shares of New Preferred Stock are credited.

You will not receive written confirmation from DTC of your receipt of the New Preferred Stock. The Direct or Indirect Participants through whom you received the New Preferred Stock should send you written confirmations providing details of your transactions, as well as periodic statements of your holdings. The Direct and Indirect Participants are responsible for keeping an accurate account of the holdings of their customers like you.

Transfers of ownership interests held through Direct and Indirect Participants will be accomplished by entries on the books of Direct and Indirect Participants acting on behalf of the beneficial owners.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

We understand that, under DTC’s existing practices, in the event that we request any action of the holders, or an owner of a beneficial interest in a global security such as you desires to take any action which a holder is entitled to take under our Certificate of Incorporation, as amended and supplemented, DTC would authorize the Direct Participants holding the relevant shares to take such action, and those Direct Participants and any Indirect Participants would authorize beneficial owners

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owning through those Direct and Indirect Participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Any redemption notices with respect to the New Preferred Stock will be sent to Cede & Co. If less than all of the shares of New Preferred Stock are being redeemed, DTC’s current practice is to determine by lot the amount of interest of each Direct Participant to be redeemed.

In those instances where a vote is required, neither DTC nor Cede & Co. itself will consent or vote with respect to the New Preferred Stock. Under its usual procedures, DTC would mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants whose accounts the New Preferred Stock are credited on the record date, which are identified in a listing attached to the omnibus proxy.

Distributions on the New Preferred Stock will be made directly to DTC’s nominee (or its successor, if applicable). DTC’s practice is to credit participants’ accounts on the relevant payment date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on that payment date.

Payments by Direct and Indirect Participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name.” Subject to any statutory or regulatory requirements, these payments will be the responsibility of the participant and not of DTC, us or any agent of ours. We and any paying agent will be responsible for payment of distributions to DTC. Direct and Indirect Participants are responsible for the disbursement of payments to the beneficial owners.

DTC may discontinue providing its services as securities depositary with respect to the New Preferred Stock at any time by giving reasonable notice to us. Additionally, we may decide to discontinue the book-entry only system of transfers with respect to the New Preferred Stock. In that event, we will print and deliver certificates in fully registered form for the New Preferred Stock. If DTC notifies us that it is unwilling to continue as securities depositary, or it is unable to continue or ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, we will issue the New Preferred Stock in definitive form, at our expense, upon registration of transfer of, or in exchange for, such global security.

According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

We have obtained the information in this section about DTC and DTC’s book-entry system from sources that we believe to be accurate, but we assume no responsibility for the accuracy of the information. We have no responsibility for the performance by DTC or its Direct or Indirect Participants of their respective obligations as described in this Prospectus Supplement or under the rules and procedures governing their respective operations.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following summarizes the material U.S. federal income tax consequences of the Merger to beneficial owners of Old Preferred Stock of GECC MergeCo whose shares are converted into the right to receive shares of New Preferred Stock in the Merger and of the ownership and disposition of the New Preferred Stock. For purposes of this discussion, references to Old Preferred Stock are references to Old Preferred Stock of GECC MergeCo unless otherwise noted. This summary deals only with such Old Preferred Stock and New Preferred Stock held as capital assets by a beneficial owner who receives New Preferred Stock for Old Preferred Stock in the Merger. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances or the different consequences that may apply if you are subject to special rules that apply to certain types of investors, such as:

•

dealers and certain traders in securities,

•

banks, regulated investment companies, real estate investment trusts, and financial institutions,

•

insurance companies,

•

tax-exempt organizations,

•

beneficial owners that exercise appraisal rights in connection with the Merger,

•

persons holding Old Preferred Stock or New Preferred Stock as part of a “straddle,” “conversion” or other risk reduction transaction,

•

entities treated as partnerships for U.S. federal income tax purposes,

•

U.S. expatriates or former long-term residents of the United States, or

•

U.S. holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

In addition, this summary does not address alternative minimum taxes, state, local or non-U.S. taxes or the 3.8% Medicare tax on investment income. This discussion does not address any U.S. federal taxes other than income taxes (such as gift and estate taxes).

The United States federal income tax consequences to a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds Old Preferred Stock or New Preferred Stock, as the case may be, generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding Old Preferred Stock or New Preferred Stock, as the case may be, should consult their tax advisors.

This section is based upon the Internal Revenue Code of 1986, as amended (the “Code”), judicial decisions, final, temporary and proposed Treasury regulations, published rulings and other administrative pronouncements, all as in effect as of the date hereof, changes to any of which subsequent to the date of this Prospectus Supplement may affect the tax consequences described herein, possibly with retroactive effect.

You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

U.S. Holders

This subsection describes the U.S. federal income tax consequences to a U.S. holder. You are a “U.S. holder” if you are a beneficial owner of Old Preferred Stock or New Preferred Stock that is for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate that is subject to U.S. federal income tax on its income regardless of its source; or

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•

a trust if (x) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more persons are authorized to control all substantial decisions of the trust or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The Merger

If you are a U.S. holder of Old Preferred Stock, your receipt of New Preferred Stock in exchange for Old Preferred Stock in the Merger will generally be a taxable transaction. In general, you will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the fair market value of the New Preferred Stock received in the Merger (including a fractional share for which cash is received) and your adjusted tax basis in the Old Preferred Stock exchanged in the Merger. Your tax basis in the Old Preferred Stock is the same as your tax basis in the Old Preferred Stock of GECC. Such gain or loss will be long-term capital gain or loss if your holding period for such shares (which includes the period during which you held the Old Preferred Stock of GECC) is more than one year at the time of the Merger. If you are a non-corporate U.S. holder, long-term capital gain recognized by you is eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

You will have an initial tax basis in the New Preferred Stock equal to the value of such shares received in the Merger. Your holding period for such shares will start on the day after the Merger.

In addition, a U.S. holder will recognize short-term capital gain or loss in connection with the receipt of cash in lieu of a fractional share in an amount equal to the difference between the amount of cash received and the value of the fractional share of the New Preferred Stock on the date of the Merger.

Dividends on the New Preferred Stock

Distributions received by you on the New Preferred Stock that are paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, will generally constitute dividends taxable as ordinary income. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, the excess will not constitute dividends but will instead be treated first as a tax-free return of capital, to the extent of your adjusted basis in the New Preferred Stock (with a corresponding reduction in basis), and thereafter will be treated as gain from the disposition of the New Preferred Stock as described below, under “–Redemption or Disposition of the New Preferred Stock.” If you are a non-corporate U.S. holder, dividends received on the New Preferred Stock are eligible for reduced rates of taxation (provided that certain holding period and other requirements are met).

If you are a corporate U.S. holder, dividends received on the New Preferred Stock generally will be eligible for the dividends received deduction provided by Section 243(a)(1) of the Code. Generally, the dividends received deduction is currently equal to 70% of the amount of any such dividend. However, the deduction is generally available to you only with respect to stock held for more than 45 days during the 91-day period beginning 45 days before the relevant ex-dividend date, including the date of disposition but excluding the date of acquisition. The length of time that you are deemed to have held stock for these purposes is reduced for periods during which your risk of loss with respect to the stock is diminished by the existence of certain options, contracts to sell, short sales or other similar transactions. The benefit of the dividends received deduction to you may be effectively reduced or eliminated by operation of the “extraordinary dividend” provisions of Section 1059 of the Code, which would require you to reduce your adjusted tax basis in the New Preferred Stock by the amount excluded from income as a result of the dividends received deduction. The excess of the excluded amount over basis would be treated as gain. A dividend would be treated as “extraordinary” if (1) it equals or exceeds 5% of your adjusted tax basis in the stock (reduced by the non-taxed portion of any prior extraordinary dividend), treating all dividends having ex-dividend dates within an 85-day period as one dividend, or (2) it exceeds 20% of your adjusted tax basis in the stock, treating all dividends having ex-dividend dates within a 365-day period as one dividend. Additionally, if the “issue price” of a series of New Preferred Stock

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exceeded its liquidation preference or its stated redemption price (i.e., if the New Preferred Stock is treated as issued at a premium), then all dividends on such stock would be treated as “extraordinary dividends” for this purpose. The terms of each series of New Preferred Stock have been set with a view towards minimizing the likelihood that the New Preferred Stock is treated as issued at a premium. However, because the manner in which the issue price should be determined for this purpose is not entirely clear and may depend on the value of the New Preferred Stock at the time of the Merger, if you are a corporate U.S. holder, you are urged to consult your tax advisor regarding the application of the extraordinary dividend rules to the New Preferred Stock.

In addition, the dividends received deduction generally will be reduced or eliminated if you have indebtedness “directly attributable” to your investment in the New Preferred Stock.

Preferred OID

Under the so-called “preferred OID” rules of Section 305 of the Code, you may be required to include the discount, if any, at which the New Preferred Stock is treated as having been issued in income over time as a constructive distribution if certain conditions are met. It is not anticipated that the preferred OID rules will apply to the New Preferred Stock, although there can be no assurance that they will not apply.

More specifically, if (1) the price at which a series of New Preferred Stock may be redeemed exceeds its “issue price” (i.e., if the New Preferred Stock is treated as issued at a discount) by more than a de minimis amount, and (2) our right to redeem the New Preferred Stock is considered as of the issue date to be more likely than not to be exercised, as determined for this purpose, then you will be required to amortize the discount (on a constant-yield basis) over the period from the issue date to the anticipated redemption date, and will be deemed to receive constructive distributions on such New Preferred Stock equal to the amount amortized in each taxable year, even though you have not received any cash as a result of such constructive distributions. Any constructive distributions will generally be taxed in the same manner as actual distributions described above in “—Dividends on the New Preferred Stock.” In addition, you should increase your tax basis in the New Preferred Stock for any constructive distributions deemed received.

Our determination will be binding on you unless you explicitly disclose your contrary determination on a timely filed tax return for your taxable year that includes your acquisition of the New Preferred Stock. Our determination will not be binding on the IRS. Because a constructive distribution received by you would not give rise to any cash from which any applicable withholding tax could be satisfied, if backup withholding is required on your behalf because you fail to establish an exemption from backup withholding as discussed in “—Information Reporting and Backup Withholding,” any such backup withholding may be withheld from subsequent payments of cash on the New Preferred Stock.

Redemption or Disposition of the New Preferred Stock

Redemption of the New Preferred Stock will be a taxable event to you. Proceeds from the redemption will be taxed to you in the same manner as dividends as described under “—Dividends on the New Preferred Stock” unless the redemption (i) results in a “complete termination” of your stock interest (under Section 302(b)(3) of the Code), (ii) results in a “substantially disproportionate” redemption of your stock interest (under Section 302(b)(2) of the Code) or (iii) is “not essentially equivalent to a dividend” with respect to you (under Section 302(b)(1) of the Code). In determining whether the redemption is subject to tax as a dividend, you must take into account not only the

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stock you actually own but the stock you constructively own within the meaning of Section 318 of the Code. For this purpose, you are deemed to own any shares of stock that are owned, or deemed owned, by certain related persons and entities, as well as any shares that you (or a related person or entity) have the right to acquire by exercise of an option. If you own none or only an insubstantial amount of our voting stock (actually or constructively), it is likely that redemption of the New Preferred Stock would be considered “not essentially equivalent to a dividend.”

If redemption of the New Preferred Stock is not subject to tax as a dividend, the redemption will result in capital gain or loss to you, in an amount equal to the difference between the amount realized and your adjusted tax basis in the stock redeemed. Your amount realized will be the amount of cash received by you in the redemption (other than cash received with respect to declared dividends).

If you otherwise dispose of your shares of the New Preferred Stock in a taxable disposition, you will generally recognize capital gain or loss equal to the difference between the amount of cash and the fair market value of property received on such disposition and your adjusted tax basis in the shares disposed of.

If you are a non-corporate U.S. holder, long-term capital gain recognized by you is eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to the receipt of cash in lieu of fractional shares pursuant to the Merger and payments of dividends on the New Preferred Stock and proceeds of a sale or other taxable disposition of the New Preferred Stock, unless you are an exempt recipient. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or a certification of exempt status, or have been notified by the IRS that you are subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund or credit against your U.S. federal income tax liability, provided you timely furnish the required information to the IRS.

Non-U.S. Holders

This subsection describes the U.S. federal income tax consequences to a Non-U.S. holder. A “Non-U.S. holder” is an individual, corporation, trust or estate that is a beneficial owner of Old Preferred Stock or New Preferred Stock and is not a U.S. holder.

U.S. Effectively Connected Income

For purposes of the discussion below, if you are a Non-U.S. holder, gain, if any, from your receipt of New Preferred Stock in exchange for Old Preferred Stock in the Merger, gain from receipt of cash in lieu of a fractional share, dividends received by you on the New Preferred Stock (including any constructive dividend as a result of the preferred OID rules, as described above under “U.S. Holders–Preferred OID”) and your gain on the sale, exchange or other taxable disposition of the New Preferred Stock will be considered “U.S. effectively connected income” to you if such income is:

•

effectively connected with your conduct of a U.S. trade or business; and

•

if you are a treaty resident, attributable to a U.S. permanent establishment (or, if you are individual, a fixed base) maintained by you in the United States.

Generally, U.S. effectively connected income is subject to U.S. federal income tax on a net-income basis at regular graduated U.S. federal income tax rates and will be taxed to you as if you were a U.S. person as described above under “U.S. holders.” Moreover, if you are a corporate Non-U.S. holder, U.S. effectively connected income received by you may, under specific circumstances, be subject to an additional tax—the “branch profits tax”—at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty).

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The Merger

Except as described below, gain realized by you on the receipt of New Preferred Stock (including a fractional share for which cash is received) in exchange for Old Preferred Stock in the Merger generally will not be subject to U.S. federal income or withholding tax, unless:

•

the gain is U.S. effectively connected income;

•

subject to certain exceptions, you are an individual who is present in the United States for 183 days or more in the taxable year in which the Merger occurs and meet certain other requirements; or

•

GECC MergeCo is a “United States real property holding corporation” for U.S. federal income tax purposes or GECC has been a “United States real property holding corporation” at any time during the shorter of the five-year period ending on the date of the Merger and your holding period for the Old Preferred Stock of GECC, or GECC MergeCo fails to comply with applicable certification procedures certifying that the foregoing is not the case.

We believe GECC has not been, and GECC MergeCo is not currently, a “United States real property holding corporation,” and GECC MergeCo will comply with applicable certification procedures to this effect. In addition, you are generally required to request and obtain a copy of the applicable certification to avoid creating a presumption to the contrary. We will publish a copy of this certification on our website, and you can also request and obtain a copy of this certification by writing or telephoning us at the address or telephone number provided above under “Where You Can Find More Information.”

Gain realized by you on the receipt of cash in lieu of a fractional share will be treated as described below in “–Redemption or Disposition of the New Preferred Stock.”

Dividends on the New Preferred Stock

If you are a Non-U.S. holder of New Preferred Stock, dividends paid to you (including any constructive dividends as a result of the preferred OID rules, as described above under “U.S. Holders—Preferred OID”) out of our current or accumulated earnings and profits generally will be subject to withholding of U.S. federal income tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty provided that you provide the certification described below). However, if such dividends are U.S. effectively connected income, they are not subject to withholding, provided that you provide the certification described below. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, the excess will not constitute dividends but will instead be treated first as a tax-free return of capital, to the extent of your adjusted basis in the New Preferred Stock (with a corresponding reduction in basis), and thereafter will be treated as gain from the disposition of the New Preferred Stock as described below, under “—Redemption or Disposition of the New Preferred Stock.” Because a constructive distribution received by you would not give rise to any cash from which any applicable withholding tax could be satisfied, such tax may be withheld from subsequent payments of cash on the New Preferred Stock.

If you are entitled to an exemption from withholding or a reduction in the rate of withholding, you must provide to the payment agent, prior to payment of the affected dividends, a properly executed IRS form and must periodically update the information supplied on such form. In the case of a claimed exemption by reason of U.S. effectively connected income, the required form is IRS Form W-8ECI (or any successor form specified by the IRS). In the case of a claimed exemption from or reduction in the rate of withholding on the grounds of an applicable income tax treaty, the required form is IRS Form W-8BEN or IRS Form W-8BEN-E, as the case may be (or any successor form specified by the IRS). If you claim benefits under an applicable income tax treaty, you may also be required, in certain circumstances, to obtain and to provide to the payment agent a U.S. taxpayer identifying number or a tax identifying number issued to you by your jurisdiction of tax residence. Also, applicable Treasury regulations require special procedures for payments through qualified intermediaries.

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Redemption or Disposition of the New Preferred Stock

Except as described below, gain realized by you on the redemption or disposition of the New Preferred Stock generally will not be subject to U.S. federal income or withholding tax, unless:

•

the gain is U.S. effectively connected income;

•

subject to certain exceptions, you are an individual who is present in the United States for 183 days or more in the taxable year of the disposition and meet certain other requirements; or

•

we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition of the New Preferred Stock and your holding period for the New Preferred Stock unless any class of our stock is regularly traded on an established securities market and you hold New Preferred Stock that has a value on the date of your acquisition of the New Preferred Stock of no more than 5% of the value of our outstanding class of regularly traded stock with the lowest value on that date.

We believe that we have not been and are not currently a United States real property holding corporation, and we do not anticipate becoming such an entity in the future. However, we can give no assurances that we will not become a United States real property holding corporation. Accordingly, you are urged to consult your tax advisor to determine the application of these rules to your disposition of the New Preferred Stock.

Additionally, any proceeds from the redemption of New Preferred Stock that are treated as dividends, as described under “U.S. Holders—Redemption or Disposition of the New Preferred Stock,” will be taxed to you as described under “—Dividends on the New Preferred Stock.”

Information Reporting Requirements and Backup Withholding

Information returns will be filed annually, on IRS Form 1042-S (“Foreign Person’s U.S. Source Income Subject to Withholding”), with the IRS and provided to you, stating the amount of dividends paid to you and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

Unless you comply with certification procedures to establish that you are not a United States person as defined under the Code, information returns may also be filed with the IRS in connection with the receipt of cash in lieu of fractional shares pursuant to the Merger and the proceeds from a sale or other disposition of the New Preferred Stock.

You may be subject to backup withholding on the receipt of cash in lieu of fractional shares pursuant to the Merger and payments of dividends on the New Preferred Stock or on the proceeds from a sale or other disposition of New Preferred Stock unless you comply with certification procedures to establish that you are not a United States person or otherwise establish an exemption. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certifications requirements to avoid backup withholding as well.

FATCA

Provisions commonly referred to as “FATCA” impose withholding of 30% on payments of dividends on the New Preferred Stock and, beginning in 2019, on the payment of proceeds of sales or redemptions of the New Preferred Stock paid to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or

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an exemption applies, which is typically evidenced by delivery of a properly executed IRS Form W-8BEN-E. An intergovernmental agreement between the United States and the entity’s jurisdiction may modify these requirements. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). You should consult your tax advisor regarding the effects of FATCA on your investment in New Preferred Stock.

This summary of material U.S. federal income tax consequences is for general information only and is not tax advice. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

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VALIDITY OF THE NEW PREFERRED STOCK

The validity of the New Preferred Stock will be passed upon by Weil, Gotshal & Manges LLP, New York, New York.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements of GE as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, incorporated by reference in this Prospectus Supplement, and the effectiveness of internal control over financial reporting as of December 31, 2014, have been audited by KPMG LLP, independent registered public accounting firm, as stated in their report dated February 27, 2015, except for the effects of the dispositions described in Note 30, which is as of August 7, 2015, incorporated by reference herein.

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Appendix List


Appendix A—Section 262 of the DGCL					S-A-1
Appendix B—Form of Merger Agreement					S-B-1
Appendix C—Form of Certificate of Amendment to the Certificate of Incorporation of the Company					S-C-1
Appendix D—Financial Statements of GE					S-D-1

APPENDIX A

SECTION 262 OF THE DGCL

§ 262. Appraisal rights.

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title and, subject to paragraph (b)(3) of this section, § 251(h) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that, except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation, were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 251(h), § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) In the event of an amendment to a corporation’s certificate of incorporation contemplated by § 363(a) of this title, appraisal rights shall be available as contemplated by § 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as practicable, with the word “amendment”

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substituted for the words “merger or consolidation,” and the word “corporation” substituted for the words “constituent corporation” and/or “surviving or resulting corporation.”

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such

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second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any

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rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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APPENDIX B

FORM OF AGREEMENT AND PLAN OF MERGER

AMONG

GE CAPITAL SUB 2, INC.

(a Delaware corporation)

AND

GE CAPITAL SUB 3, INC.

(a Delaware corporation)

AND

GENERAL ELECTRIC COMPANY
(a New York corporation)

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of ____:____ ___.m. (New York time) on December ___, 2015, by and among GE Capital Sub 2, Inc., a Delaware corporation (“Merger Sub”), GE Capital Sub 3, Inc., a Delaware corporation (“Sub 3”), and General Electric Company, a New York corporation (“GE”).

WHEREAS, on April 2, 2015, the Board of Directors of GE approved a new plan (“Project Hubble”) to reduce the size of the GE Capital business;

WHEREAS, in connection with, and in furtherance of Project Hubble, (i) General Electric Capital Corporation, a Delaware corporation (“GECC”), and its subsidiaries were reorganized, (ii) Sub 3 distributed all of the issued and outstanding common stock of GECC (the “First Distribution”) to GE Capital Global Holdings, LLC, a Delaware limited liability company (“Global Holdings”) and, immediately after the First Distribution, Global Holdings distributed all of the issued and outstanding common stock of GECC to GE (the “Second Distribution”), and (iii) after the Second Distribution, GECC merged with and into GE and GE was the surviving corporation of such merger (the “GECC Merger”);

WHEREAS, Merger Sub is a corporation duly organized and existing under the laws of the State of Delaware, and a wholly-owned subsidiary of GE;

WHEREAS, Sub 3 is a corporation duly organized and existing under the laws of the State of Delaware; and

WHEREAS, the Board of Directors of Merger Sub and the Board of Directors of Sub 3 deem it advisable to merge Merger Sub with and into Sub 3 so that Sub 3 is the surviving corporation on the terms provided herein (the “Merger”).

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. The Merger. After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, and subject to the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub will merge with and into Sub 3 and Sub 3 shall file a

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Certificate of Merger with the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the provisions of the DGCL and shall make all other filings or recordings required by Delaware law in connection with the Merger. The Merger shall become effective upon the filing of such Certificate of Merger with the Secretary of State or at such later time as may be provided for in such Certificate of Merger (the “Effective Time”). Upon the Effective Time, the separate corporate existence of Merger Sub shall cease and Sub 3 shall be the surviving corporation (the “Surviving Corporation”). The parties hereby agree that the Effective Time shall occur on the calendar day immediately following the day on which the Second Distribution and the GECC Merger are consummated.

2. Conditions to the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver (except as provided in this Agreement) of the following conditions:

a. This Agreement shall have been adopted by the sole stockholder of Merger Sub, in accordance with the requirements of the DGCL and the Certificate of Incorporation and Bylaws of Merger Sub;

b. This Agreement shall have been adopted by the sole common stockholder of Sub 3 in accordance with the requirements of the DGCL and the Certificate of Incorporation and Bylaws of Sub 3;

c. GE shall have amended its Certificate of Incorporation as set forth in the Certificate of Amendment attached hereto as Exhibit A; and

d. The Second Distribution and the GECC Merger shall have occurred on the day immediately preceding the Effective Time.

3. Transfer, Conveyance and Assumption. At the Effective Time, Sub 3 shall continue in existence as the Surviving Corporation and, without further transfer, succeed to and possess all rights, privileges, powers and franchises of Merger Sub, and all of the assets and property of whatever kind and character of Merger Sub shall vest in Sub 3, as the Surviving Corporation, without further deed; thereafter, Sub 3, as the Surviving Corporation, shall be liable for all of the liabilities and obligations of Merger Sub, and any claim or judgment against Merger Sub may be enforced against Sub 3, as the Surviving Corporation, in accordance with Section 259 of the DGCL.

4. Certificate of Incorporation; Bylaws.

a. From and after the Effective Time, the Certificate of Incorporation of Sub 3 shall be the Certificate of Incorporation of the Surviving Corporation; and

b. From and after the Effective Time, the Bylaws of Sub 3 shall be the Bylaws of the Surviving Corporation.

5. Directors and Officers of the Surviving Corporation. From and after the Effective Time, the directors and officers of Sub 3 serving as directors or officers of Sub 3 immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation.

6. Cancellation and Conversion of Stock.

a. Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of common stock, par value $14.00 per share, of Sub 3 (the “Sub 3 Common Stock”), each share of Sub 3 Common Stock issued and outstanding immediately prior

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to the Effective Time shall remain unchanged and continue to remain outstanding as one share (or equal fraction of a share) of Sub 3 Common Stock.

b. Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share and having a liquidation preference of $100,000 per share, of Sub 3 (the “Sub 3 Series A”), subject to Section 8 hereof, each share of Sub 3 Series A issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive [_______] shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and having a liquidation preference of $1,000 per share, of GE (the “GE Series A”), and cash (without interest) in lieu of fractional shares of GE Series A, in an amount determined pursuant to Section 7.

c. Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share and having a liquidation preference of $100,000 per share, of Sub 3 (the “Sub 3 Series B”), subject to Section 8 hereof, each share of Sub 3 Series B issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive [_______] shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $1.00 per share and having a liquidation preference of $1,000 per share, of GE (the “GE Series B”), and cash (without interest) in lieu of fractional shares of GE Series B, in an amount determined pursuant to Section 7.

d. Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share and having a liquidation preference of $100,000 per share, of Sub 3 (the “Sub 3 Series C”, and, together with the Sub 3 Series A and Sub 3 Series B, the “Sub 3 Preferred Stock”), subject to Section 8 hereof, each share of Sub 3 Series C issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive [_______] shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share and having a liquidation preference of $1,000 per share, of GE (the “GE Series C”, and, together with the GE Series A and the GE Series B, the “GE Preferred Stock”), and cash (without interest) in lieu of fractional shares of GE Series C, in an amount determined pursuant to Section 7.

e. Upon the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”), all of the shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time, collectively, shall be converted into (i) 22,500 shares of Sub 3 Series A, (ii) 17,500 shares of Sub 3 Series B, and (iii) 10,000 shares of Sub 3 Series C.

f. From and after the Effective Time, holders of certificates formerly evidencing Sub 3 Preferred Stock (which shall include stock certificates of General Electric Capital Corporation, a Delaware corporation (“GECC”), outstanding immediately prior to the merger of GE Capital Sub 1, Inc., a Delaware corporation, into GECC) shall cease to have any rights as stockholders of Sub 3, except as provided by law; except, however, that such holders shall have the rights set forth in Section 6(g), below.

g. To the fullest extent permitted by law and subject to Section 8 hereof, each outstanding stock certificate that, immediately prior to the Effective Time, evidenced Sub 3 Preferred Stock (which shall include stock certificates of GECC outstanding immediately prior to the merger of GE Capital Sub 1, Inc. into GECC) shall be deemed and treated for all corporate purposes to evidence the

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ownership of the number of shares of GE Preferred Stock issuable in respect thereof pursuant to the provisions of this Section 6, unless otherwise determined by the Board of Directors of GE.

7. Fractional Shares. Holders of Sub 3 Preferred Stock shall not receive fractional shares of GE Preferred Stock in connection with the Merger and shall not have any rights (including voting) with respect to any such fractional shares. Cede & Co., as the nominee of The Depository Trust Company, is the sole record holder of the Sub 3 Preferred Stock. In the initial conversion of the shares of each series of Sub 3 Preferred Stock held of record by Cede & Co. into shares of the applicable series of GE Preferred Stock, the fractional share (if any) for each such series of GE Preferred Stock that would otherwise be issued to Cede & Co. as record holder shall be rounded up to one whole share of such series of GE Preferred Stock. With respect to the beneficial holders of Sub 3 Preferred Stock, it is understood and expected that Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., acting as agent for the holders of Sub 3 Preferred Stock otherwise entitled to receive fractional shares of GE Preferred Stock (the “Transfer Agent”), will, as soon as practicable:

a. aggregate any fractional shares of GE Series A that would have otherwise been required to be distributed (“Fractional A Shares”) to such beneficial holders of shares of Sub 3 Series A otherwise entitled to receive such fractional shares (the “Fractional A Holders”) and cause such aggregated Fractional A Shares to be sold in the open market for the accounts of such Fractional A Holders, and any proceeds that the Transfer Agent realizes from such sale will be distributed, less any brokerage commissions or other fees, to each Fractional A Holder in accordance with such Fractional A Holder’s fractional interest in the aggregate number of Fractional A Shares sold;

b. aggregate any fractional shares of GE Series B that would have otherwise been required to be distributed (“Fractional B Shares”) to such beneficial holders of shares of Sub 3 Series B otherwise entitled to receive such fractional shares (the “Fractional B Holders”) and cause such aggregated Fractional B Shares to be sold in the open market for the accounts of such Fractional B Holders, and any proceeds that the Transfer Agent realizes from such sale will be distributed, less any brokerage commissions or other fees, to each Fractional B Holder in accordance with such Fractional B Holder’s fractional interest in the aggregate number of Fractional B Shares sold; and

c. aggregate any fractional shares of GE Series C that would have otherwise been required to be distributed (“Fractional C Shares”) to such beneficial holders of shares of Sub 3 Series C otherwise entitled to receive such fractional shares (the “Fractional C Holders” together with the Fractional A Holders and the Fractional B Holders, the “Fractional Holders”) and cause such aggregated Fractional C Shares to be sold in the open market for the accounts of such Fractional C Holders, and any proceeds that the Transfer Agent realizes from such sale will be distributed, less any brokerage commissions or other fees, to each Fractional C Holder in accordance with such Fractional C Holder’s fractional interest in the aggregate number of Fractional C Shares sold.

8. Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Sub 3 Preferred Stock held by a person (a “Dissenting Stockholder”) who properly demands appraisal of such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall be deemed not to have been converted as described in Section 6, but shall, instead, be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL. If, after the Effective Time, such Dissenting Stockholder fails to perfect or validly withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s shares of Sub 3 Preferred Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and such Dissenting Stockholder’s shares of Sub 3 Preferred Stock shall thereupon be deemed to have been converted, at the Effective Time, as set forth in Section 6 hereof.

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9. Representations and Warranties of Merger Sub. Merger Sub hereby represents and warrants that it:

a. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted;

b. is duly qualified to do business as a foreign person, and is in good standing, in each jurisdiction where the character of its properties or the nature of its activities make such qualification necessary;

c. is not in violation of any provisions of its Certificate of Incorporation or Bylaws; and

d. has full corporate power and authority to execute and deliver this Agreement and, assuming the adoption of this Agreement by its sole stockholder in accordance with the DGCL and its Certificate of Incorporation and Bylaws, consummate the Merger and the other transactions contemplated by this Agreement.

10. Representations and Warranties of Sub 3. Sub 3 hereby represents and warrants that it:

c. is not in violation of any provisions of its Certificate of Incorporation or Bylaws; and

d. has full corporate power and authority to execute and deliver this Agreement and, assuming the adoption of this Agreement by its sole common stockholder in accordance with the DGCL and its Certificate of Incorporation and Bylaws, consummate the Merger and the other transactions contemplated by this Agreement.

11. Representations and Warranties of GE. GE hereby represents and warrants that it:

a. is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted;

c. is not in violation of any provisions of its Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws; and

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d. has full corporate power and authority to execute and deliver this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the issuance of the GE Preferred Stock.

12. Miscellaneous.

a. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned for any reason whatsoever as authorized by the Board of Directors of Merger Sub, the Board of Directors of Sub 3, and the Board of Directors of GE, notwithstanding the adoption of this Agreement by the sole stockholder of Merger Sub or the sole common stockholder of Sub 3.

b. Further Assurances as to Merger Sub. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignment, conveyance or assurance in law or any other acts are necessary or desirable to (i) vest, perfect or confirm in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or (ii) otherwise carry out the purposes of this Agreement, Merger Sub and its officers shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of Merger Sub or otherwise to take any and all such action.

c. Amendment. At any time prior to the Effective Time, this Agreement may be amended, modified or supplemented as authorized by the Board of Directors of Merger Sub, the Board of Directors of Sub 3, and the Board of Directors of GE, whether before or after the adoption of this Agreement by the sole stockholder of Merger Sub and sole common stockholder of Sub 3; provided, however, that after any such adoption, there shall not be made any amendment that by law requires the further approval by such stockholders of Merger Sub or Sub 3 without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Merger Sub, Sub 3 and GE.

d. No Waivers. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

e. Assignment; Third Party Beneficiaries. This Agreement and the rights and obligations hereunder shall not be assigned, delegated, or otherwise transferred (whether by operation of law, by contract, or otherwise) without the prior written consent of the other parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective permitted assigns, any rights or remedies under this Agreement.

f. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of an executed signature

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page of this Agreement by facsimile (or other electronic) transmission (including in “.pdf” or “.tif” format) shall be effective as delivery of a manually executed counterpart hereof.

g. Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of Delaware applicable to contracts executed and performable solely in such state.

h. Headings. The article and section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

i. Jurisdiction. Except as otherwise expressly provided in this Agreement, the parties hereto agree that any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can only be brought in the Delaware Court of Chancery, or, if such court does not have jurisdiction, in the Delaware Superior Court (Complex Commercial Division), or, if the federal courts have exclusive jurisdiction over the subject matter of the action, suit, or proceeding, in the U.S. District Court for the District of Delaware, and each of the parties hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum.

j. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or by electronic mail or (iii) one business day following the day sent by overnight courier (with written confirmation of receipt).

k. Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held (by a court of jurisdiction) to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date and time first set forth above.

	GE CAPITAL SUB 2, INC.

	By:
	Name:
	Title:

	GE CAPITAL SUB 3, INC.

	By:
	Name:
	Title:

	GENERAL ELECTRIC COMPANY

	By:
	Name:
	Title:

[AGREEMENT AND PLAN OF MERGER]

EXHIBIT A

Certificate of Amendment

[See Appendix C to the Prospectus Supplement]

APPENDIX C

FORM OF

CERTIFICATE OF AMENDMENT

THE CERTIFICATE OF INCORPORATION

GENERAL ELECTRIC COMPANY

UNDER SECTION 805

THE BUSINESS CORPORATION LAW OF THE STATE OF NEW YORK

First: The name of the corporation is General Electric Company;

Second: The corporation was incorporated by special act of the New York Legislature, Chapter 323, Laws of 1892, effective April 15, 1892;

Third: The Certificate of Incorporation of the corporation is amended to add a new Section 3.B.(3) thereof as authorized by subparagraph 12 of Section 801 of the Business Corporation Law of the State of New York stating the number, designation, relative rights, preferences, and limitations of the shares of a series of the Preferred Stock of the corporation as fixed by the corporation’s Board of Directors, which new Section 3.B.(3) shall read in its entirety as follows:

(3) Series A, Series B and Series C of Preferred Stock

(a) Designation. Three series of preferred stock designated the “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A” (hereinafter called “Series A”), “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B” (hereinafter called “Series B”) and “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C” (hereinafter called “Series C,” and together with the Series A and the Series B, the “Preferred Stock”) are established and the authorized number of shares that shall constitute each such series of Preferred Stock is as follows:

(i) _____ shares of Series A, $1.00 par value per share and having a liquidation preference of $1,000 per share;

(ii) _____ shares of Series B, $1.00 par value per share and having a liquidation preference of $1,000 per share; and

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(iii) _____ shares of Series C, $1.00 par value per share and having a liquidation preference of $1,000 per share.

Such number of shares of each series of Preferred Stock may be increased or decreased by resolution of the Board of Directors (or a duly authorized committee thereof); provided, however, that no decrease shall reduce the number of shares of any series of Preferred Stock to less than the number of shares of such series of Preferred Stock then issued and outstanding plus the number of shares of such series of Preferred Stock issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the corporation. The “original issue date” of the shares of each series of the Preferred Stock shall be December 3, 2015. Shares of any outstanding series of Preferred Stock that are redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series.

(b) Ranking. The shares of the Preferred Stock shall rank:

(i) senior, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, to the common stock and to any other class or series of capital stock of the corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks junior to each series of the Preferred Stock with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of the corporation, as the case may be (collectively, such common and such other capital stock, “Junior Securities”); and

(ii) on a parity, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, with any other class or series of capital stock of the corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks junior to each series of the Preferred Stock with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up of the corporation, as the case may be (collectively, such other capital stock, “Parity Securities”).

Each series of Preferred Stock shall rank on a parity, with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, with each of the other series of Preferred Stock.

The corporation may authorize and issue additional shares of Junior Securities and Parity Securities without the consent of the holders of the Preferred Stock. The corporation may not issue any class or series of capital stock of the corporation that, by its terms, expressly provides that it ranks senior to the Preferred Stock with respect to the payment of dividends or distributions of assets upon liquidation, dissolution or winding up of the corporation, as the case may be.

(c) Dividends. (i) Holders of the Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors (or a duly authorized committee thereof), out of assets legally available for the payment of dividends, non-cumulative cash dividends based on the liquidation preference of each series of the Preferred Stock at a rate equal to:

(1) with respect to Series A:

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(i) _____% per annum for each semi-annual dividend period from and including the original issue date to, but excluding, June 15, 2022 (the “Series A Fixed Rate Period”),

(ii) three-month LIBOR plus a spread of _____% per annum, for each quarterly dividend period from and including June 15, 2022 to, but not including, the redemption date of the Series A, if any (the “Series A Floating Rate Period”);

(2) with respect to Series B:

(i) _____% per annum for each semi-annual dividend period from and including the original issue date to, but excluding, December 15, 2022 (the “Series B Fixed Rate Period”);

(ii) three-month LIBOR plus a spread of _____% per annum, for each quarterly dividend period from and including December 15, 2022 to, but not including, the redemption date of the Series B, if any (the “Series B Floating Rate Period”);

(3) with respect to Series C:

(i) _____% per annum for each semi-annual dividend period from and including the original issue date to, but excluding, June 15, 2023 (the “Series C Fixed Rate Period,” and together with the Series A Fixed Rate Period and the Series B Fixed Rate Period, the “Fixed Rate Periods”); and

(ii) three-month LIBOR plus a spread of _____% per annum, for each quarterly dividend period from and including June 15, 2023 to, but not including, the redemption date of the Series C, if any (the “Series C Floating Rate Period,” and together with the Series A Floating Rate Period and the Series B Floating Rate Period, the “Floating Rate Periods”).

In the event the corporation issues additional shares of any series of Preferred Stock after the original issue date for such series, any dividends on such additional shares shall accrue from the issue date of such additional shares.

References to the “accrual” (or similar terms) of dividends on each series of the Preferred Stock refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(ii) When, as and if declared by the Board of Directors (or a duly authorized committee thereof), dividends will be payable on each series of the Preferred Stock on the following dates (each such date, a “dividend payment date”):

(1) with respect to Series A:

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(i) during the Series A Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2022;

(ii) during the Series A Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2022;

(2) with respect to Series B:

(i) during the Series B Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on December 15, 2022;

(ii) during the Series B Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2023;

(3) with respect to Series C:

(i) during the Series C Fixed Rate Period, dividends will be payable semi-annually, in arrears, on June 15 and December 15 of each year, beginning on December 15, 2015 and ending on June 15, 2023; and

(ii) during the Series C Floating Rate Period, dividends will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2023.

(iii) Dividends will be payable to holders of record of the Preferred Stock as they appear on the corporation’s stock register on the applicable record date, which shall be the 15th calendar day before the applicable dividend payment date, or such other record date, no earlier than 30 calendar days before the applicable dividend payment date, as shall be fixed by the Board of Directors (or a duly authorized committee thereof).

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(iv) A “dividend period” is the period from and including a dividend payment date to, but excluding, the next dividend payment date (without giving effect during a Fixed Rate Period to any adjustment of the dividend payment date because any such date is not a Business Day), except that the initial dividend period during a Fixed Rate Period will commence on and include the original issue date of the relevant series of the Preferred Stock. Dividends payable on the Preferred Stock for a Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Preferred Stock for a Floating Rate Period will be computed based on the actual number of days in a dividend period and a 360-day year. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Preferred Stock will cease to accrue on the redemption date, if any, unless the corporation defaults in the redemption (which would include a default in the payment of the redemption price) of the shares of the Preferred Stock called for redemption.

(v) The dividend rate for each dividend period in a Floating Rate Period will be determined by the calculation agent using three-month LIBOR as in effect on the second London banking day prior to the beginning of the dividend period, which date is the “dividend determination date” for the dividend period. The calculation agent then will add the spread of (a) _____% (in respect of the Series A), (b) _____% (in respect of the Series B) and (c) _____% (in respect of the Series C), in each case, per annum, to the three-month LIBOR as determined on the dividend determination date. Absent manifest error, the calculation agent’s determination of the dividend rate for a dividend period for any series of Preferred Stock will be binding and conclusive on the holders of any such series of Preferred Stock, the transfer agent and the corporation. The calculation agent will notify the corporation of each determination of the dividend rate and will make the dividend rate available to any stockholder upon request.

A “London banking day” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

The “calculation agent” means, at any time, the person or entity appointed by the corporation and serving as such agent at such time. The corporation may terminate any such appointment and may appoint a successor agent at any time and from time to time, provided that the corporation shall use its best efforts to ensure that there is, at all relevant times when any series of Preferred Stock is outstanding, a person or entity appointed and serving as such agent. The calculation agent may be a person or entity affiliated with the corporation.

S-C-5

will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, the corporation will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided to the calculation agent by the corporation, three-month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. Otherwise, three-month LIBOR for the next dividend period will be equal to three-month LIBOR in effect for the then-current dividend period.

(vi) Dividends on each series of the Preferred Stock will not be cumulative and will not be mandatory. If the Board of Directors (or a duly authorized committee thereof) does not declare a dividend on any series of Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date or be cumulative, and the corporation will have no obligation to pay any dividend for that dividend period, whether or not the Board of Directors (or a duly authorized committee thereof) declares a dividend for any future dividend period on such series of Preferred Stock, any other series of Preferred Stock or on any other series of the corporation’s preferred stock or common stock.

(vii) While any series of the Preferred Stock remains outstanding, unless, in each case, the full dividends for the preceding dividend period on all outstanding shares of such series of Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside:

(1) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Securities (other than (i) a dividend payable solely in Junior Securities or (ii) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption, repurchase or exchange of any rights under any such plan);

(2) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the corporation, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the corporation) (other than (i) as a result of a reclassification of Junior Securities for or into other Junior Securities, (ii) the exchange or conversion of one share of Junior Securities for or into another share of Junior Securities, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities, (iv) purchases, redemptions or other acquisitions of shares of Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of Junior Securities pursuant to a contractually binding requirement to buy Junior Securities existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan, or (vi) the purchase of fractional interests in shares of Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged); and

S-C-6

(3) no shares of Parity Securities shall be purchased, redeemed or otherwise acquired for consideration by the corporation, directly or indirectly (other than (i) pursuant to offers to purchase all, or a pro rata portion, of the Preferred Stock and such Parity Securities; (ii) by conversion into or exchange for Junior Securities; (iii) as a result of a reclassification of Parity Securities for or into other Parity Securities; (iv) through the use of the proceeds of a substantially contemporaneous sale of other shares of Parity Securities; (v) purchases, redemptions or other acquisitions of shares of the Parity Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or (vi) the purchase of fractional interests in shares of Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged).

For the avoidance of doubt, nothing in this paragraph (vii) shall limit the corporation from taking any of the actions set forth in this paragraph (vii) after the original issue date of the Preferred Stock and prior to the first dividend payment date.

(viii) When dividends are not paid in full upon the shares of any series of Preferred Stock and any Parity Securities, all dividends declared upon shares of any series of Preferred Stock and any Parity Securities will be declared on a proportional basis so that the ratio of dividends to be declared on any such series of Preferred Stock for the then-current dividend period to dividends to be declared on any Parity Securities is the same as the ratio of accrued but undeclared dividends on such series of Preferred Stock for the then-current dividend period to accrued but undeclared dividends, including any accumulations in the case of Parity Securities that accrue cumulative dividends, on any Parity Securities.

(ix) Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors (or a duly authorized committee thereof), may be declared and paid on the corporation’s Junior Securities and the corporation’s Parity Securities from time to time out of any assets legally available for such payment, and the holders of the Preferred Stock shall not be entitled to participate in any such dividend.

(d) Liquidation. (i) Upon any liquidation, dissolution or winding up of the business and affairs of the corporation, either voluntarily or involuntarily, holders of each series of the Preferred Stock are entitled to receive a liquidating distribution of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, out of assets of the corporation available for distribution to stockholders before the corporation makes any distribution of assets to the holders of the corporation’s Junior Securities. Distributions will be made only to the extent of the corporation’s assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Preferred Stock and pro rata as to each series of the Preferred Stock and any other shares of the corporation’s stock ranking equally as to such distribution. Holders of Preferred Stock will not be entitled to any other amounts from the corporation after they have received their full liquidating distribution.

(ii) In any such distribution, if the assets of the corporation are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of

S-C-7

each series of the Preferred Stock and all holders of any Parity Securities, the amounts paid to the holders of the Preferred Stock and any Parity Securities will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of each series of the Preferred Stock and any Parity Securities, the holders of the corporation’s Junior Securities shall be entitled to receive all remaining assets of the corporation according to their respective rights and preferences.

(iii) For purposes of this section, the merger or consolidation of the corporation with any other entity, including a merger or consolidation in which the holders of the Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of the corporation for cash, securities or other property, shall not constitute a liquidation, dissolution or winding up of the business and affairs of the corporation.

(e) Redemption. (i) Each series of the Preferred Stock is perpetual and has no maturity date. None of the series of the Preferred Stock is subject to any mandatory redemption, sinking fund or other similar provisions. The corporation may redeem, to the extent of lawfully available funds, any of the Preferred Stock at the option of the corporation, in whole or in part, from time to time, on any dividend payment date on or after June 15, 2022 (in respect of the Series A), December 15, 2022 (in respect of the Series B) or June 15, 2023 (in respect of the Series C), in each case, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

(ii) If shares of any series of the Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of the Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if such shares of the Preferred Stock are held in book-entry form through The Depository Trust Company, or “DTC”, the corporation may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth: (i) the redemption date; (ii) the number of shares and series of the Preferred Stock to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of such shares of Preferred Stock to be redeemed from the holder; (iii) the redemption price; (iv) the place or places where the certificates evidencing shares of the Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date. If notice of redemption of any shares of the Preferred Stock has been duly given and if the funds necessary for such redemption have been irrevocably set aside by the corporation for the benefit of the holders of any shares of the Preferred Stock so called for redemption, then, on and after the redemption date, dividends will cease to accrue on such shares of Preferred Stock, such shares of Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any declared and unpaid dividends without accumulation of any undeclared dividends.

(iii) In case of any redemption of only part of the shares of a series of the Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata, by lot or in such other manner as the corporation may determine to be equitable. Subject to the provisions hereof, the Board of Directors (or a duly authorized committee thereof) shall have

S-C-8

full power and authority to prescribe the terms and conditions upon which shares of the Preferred Stock shall be redeemed from time to time.

(iv) The holders of the Preferred Stock do not have the right to require the redemption or purchase by the corporation of any of the shares of any of the series of the Preferred Stock.

(f) Voting Rights. (i) Except as provided below or as expressly required by law, the holders of shares of Preferred Stock shall have no voting power, and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock, and shall not be entitled to call a meeting of such holders for any purpose, nor shall they be entitled to participate in any meeting of the holders of the corporation’s common stock.

(ii) Each share of each series of the Preferred Stock will have one vote whenever it is entitled to voting rights. If the corporation redeems or calls for redemption all outstanding shares of each series of the Preferred Stock and irrevocably deposits in trust sufficient funds to effect such redemption, the shares of each series of the Preferred Stock will not be deemed outstanding for the purpose of voting and the voting provisions with respect to the Preferred Stock shall not apply.

(iii) If the corporation fails to pay, or declare and set apart for payment, dividends on outstanding shares of any series of the Preferred Stock or any other series of preferred stock upon which equivalent voting rights have been conferred for three semi-annual or six quarterly dividend periods, whether or not consecutive, the number of directors of the corporation shall automatically be increased by two at the corporation’s first annual meeting of shareholders held thereafter, and shall remain increased until continuous noncumulative dividends for at least one year on all outstanding shares of each series of the Preferred Stock and any other series of preferred stock upon which equivalent voting rights have been conferred shall have been paid, or declared and set apart for payment, in full. At such annual meeting, the holders of the shares of Preferred Stock and all series of other preferred stock upon which equivalent voting rights have been conferred, shall have the right, voting as a class, to elect such two additional members of the Board of Directors to hold office for a term of one year. Upon the payments, or the declarations and setting apart for payments, in full, of continuous noncumulative dividends for at least one year on all outstanding shares of each series of the Preferred Stock and any other series of preferred stock upon which equivalent voting rights have been conferred, the terms of the two additional directors so elected shall forthwith terminate, and the number of directors shall automatically be reduced by two, and such voting right of the holders of shares of each series of the Preferred Stock and such other series of preferred stock upon which equivalent voting rights have been conferred shall cease, subject to increase in the number of directors as described above and to revesting of such voting right in the event of each and every additional failure in the payment of dividends for three semi-annual or six quarterly dividend periods, whether or not consecutive, as described above.

The holders of each series of the Preferred Stock, together with holders of shares of other preferred stock entitled to elect members of the Board of Directors, voting together as a class, may remove and replace (without cause) either of the members of the Board of Directors they

S-C-9

elected. If the office of either such member of the Board of Directors becomes vacant for any reason other than removal, the remaining member of the Board of Directors elected in accordance with this paragraph (iii) may choose a successor who will hold office for the unexpired term of the vacant office.

(iv) For purposes of the voting rights provided under Section 804 or any other provision of Article 8 (or any successor provision) of the New York Business Corporation Law, the granting of additional voting rights to holders of the Preferred Stock shall be deemed to not adversely affect the rights of the holders of shares of the Preferred Stock and shall be permitted without the consent or vote of any such holders.

(g) Conversion Rights. The Preferred Stock will not be convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the corporation.

(h) Preemptive Rights. The holders of shares of Preferred Stock will have no preemptive rights with respect to any shares of the corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

(i) Purchase. The corporation may purchase and sell the Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors (or any duly authorized committee thereof) may determine.

(j) Certificates. Except as otherwise expressly provided below, each series of the Preferred Stock shall be issued solely in the form of one or more permanent global stock certificates (each a “Global Certificate”) registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or nominee thereof or custodian therefor. No Global Certificate may be exchanged in whole or in part for certificates registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any person other than the Depositary for such Global Certificate or a nominee thereof unless (A) such Depositary (i) has notified the corporation that it is unwilling or unable to continue its services as Depositary for such Global Certificate and no successor Depositary has been appointed within 90 days after such notice or (ii) ceases to be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) when the Depositary is required to be so registered to act as the depositary and so notifies the corporation, and no successor Depositary has been appointed within 90 days after such notice or the corporation becoming aware that the Depositary is no longer so registered or (B) the corporation determines at any time that any series of the Preferred Stock shall no longer be represented by Global Certificates and shall inform such Depositary of such determination. In the event of the occurrence of any of the events specified in the preceding sentence, the corporation will promptly make available to the transfer agent a reasonable supply of certificates for such affected series of the Preferred Stock in definitive, fully registered form.

For purposes of the foregoing, “Depositary” means a “clearing agency” registered under Section 17A of the Exchange Act that is designated by the corporation to act as depositary for each series of the Preferred Stock.

S-C-10

Global Certificates may include legends in substantially the following form and/or such other notations, legends or endorsements required by law, stock exchange rules, the Depositary or agreements to which the corporation is subject:

“THIS STOCK CERTIFICATE IS A PERMANENT GLOBAL STOCK CERTIFICATE WITHIN THE MEANING OF THE CERTIFICATE OF INCORPORATION AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS CERTIFICATE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE CERTIFICATE OF INCORPORATION AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

Fourth: The amendment of the Certificate of Incorporation as set forth herein was authorized by the Board of Directors of the corporation in accordance with Section 502(d) of the Business Corporation Law of the State of New York.

[Signature Page Follows]

S-C-11

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by a duly authorized officer as of the 2^ndday of December, 2015.

	GENERAL ELECTRIC COMPANY

	By:
	Name:
	Title:

[Signature Page to GE’s Certificate of Amendment of the Certificate of Incorporation]

S-C-12

CERTIFICATE OF AMENDMENT

THE CERTIFICATE OF INCORPORATION

GENERAL ELECTRIC COMPANY

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

Filed by:

	(Name)


	(Mailing address)


	(City, State and ZIP code)

S-C-13

APPENDIX D

FINANCIAL STATEMENTS OF GE

FINANCIAL STATEMENTS

GE Financial Statements and notes

Statement of Earnings (Loss)			2

Consolidated Statement of Comprehensive Income (Loss)			6

Consolidated Statement of Changes in Shareowners’ Equity			7

Statement of Financial Position			8

Statement of Cash Flows			10

Notes to Consolidated Financial Statements

	1	Basis of Presentation and Summary of Significant Accounting Policies	12

	2	Businesses Held for Sale, Financing Receivables Held for Sale and Discontinued Operations	14

	3	Investment Securities	20

	4	Inventories	24

	5	GECC Financing Receivables and Allowance for Losses	24

	6	Property, Plant and Equipment	25

	7	Acquisitions, Goodwill and Other Intangible Assets	26

	8	Borrowings and Bank Deposits	29

	9	Postretirement Benefit Plans	30

	10	Income Taxes	31

	11	Shareowners’ Equity	32

	12	GECC Revenues from Services	34

	13	Earnings Per Share Information	35

	14	Fair Value Measurements	36

	15	Financial Instruments	41

	16	Variable Interest Entities	47

	17	Intercompany Transactions	50

	18	Supplemental Information About the Credit Quality of Financing Receivables and Allowance for Losses	51

2015 3Q FORM 10-Q 1

S-D-1

FINANCIAL STATEMENTS

Financial Statements

STATEMENT OF EARNINGS (LOSS)

(UNAUDITED)
	Three months ended September 30
		General Electric Company
		and consolidated affiliates
(In millions; per-share amounts in dollars)		2015			2014

Revenues and other income
Sales of goods	$	17,860		$	18,723
Sales of services		7,667			7,167
Other income		169			258
GECC earnings from continuing operations		-			-
GECC revenues from services (Note 12)		5,984			5,959
Total revenues and other income		31,680			32,107

Costs and expenses
Cost of goods sold		14,199			15,232
Cost of services sold		5,050			4,508
Interest and other financial charges		1,462			1,325
Investment contracts, insurance losses and insurance annuity benefits		676			662
Provision for losses on financing receivables (Note 5)		738			858
Other costs and expenses		6,298			6,318
Total costs and expenses		28,423			28,903

Earnings (loss) from continuing operations before income taxes		3,257			3,204
Benefit (provision) for income taxes		(365	)		(401	)
Earnings (loss) from continuing operations		2,892			2,803
Earnings (loss) from discontinued operations, net of taxes (Note 2)		(347	)		706
Net earnings (loss)		2,545			3,509
Less net earnings (loss) attributable to noncontrolling interests		39			(28	)
Net earnings (loss) attributable to the Company		2,506			3,537
Preferred stock dividends declared		-			-
Net earnings (loss) attributable to GE common shareowners	$	2,506		$	3,537

Amounts attributable to GE common shareowners
Earnings (loss) from continuing operations	$	2,892		$	2,803
Less net earnings (loss) attributable to noncontrolling interests		39			(28	)
Earnings (loss) from continuing operations attributable to the Company		2,853			2,831
GECC preferred stock dividends declared		-			-
Earnings (loss) from continuing operations attributable to GE common shareowners		2,853			2,831
Earnings (loss) from discontinued operations, net of taxes		(347	)		706
Net earnings (loss) attributable to GE common shareowners	$	2,506		$	3,537

Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share	$	0.28		$	0.28
Basic earnings (loss) per share	$	0.28		$	0.28

Net earnings (loss)
Diluted earnings (loss) per share	$	0.25		$	0.35
Basic earnings (loss) per share	$	0.25		$	0.35

Dividends declared per common share	$	0.23		$	0.22

Amounts may not add due to rounding.

See Note 3 for other-than-temporary impairment amounts on investment securities.

See accompanying notes.

2 2015 3Q FORM 10-Q

S-D-2

FINANCIAL STATEMENTS

STATEMENT OF EARNINGS (LOSS) (CONTINUED)
(UNAUDITED)

	Three months ended September 30
	GE(a)						Financial Services (GECC)
(In millions; per-share amounts in dollars)		2015			2014			2015			2014

Revenues and other income
Sales of goods	$	17,874		$	18,764		$	21		$	28
Sales of services		7,738			7,261			-			-
Other income		201			236			-			-
GECC earnings (loss) from continuing operations		734			843			-			-
GECC revenues from services (Note 12)		-			-			6,290			6,356
Total revenues and other income		26,547			27,104			6,312			6,384

Costs and expenses
Cost of goods sold		14,215			15,274			18			25
Cost of services sold		5,121			4,603			-			-
Interest and other financial charges		440			377			1,151			1,061
Investment contracts, insurance losses and insurance annuity benefits		-			-			717			700
Provision for losses on financing receivables (Note 5)		-			-			738			858
Other costs and expenses		3,549			3,686			2,918			2,857
Total costs and expenses		23,325			23,940			5,542			5,501

Earnings (loss) from continuing operations before income taxes		3,222			3,164			769			883
Benefit (provision) for income taxes		(413	)		(416	)		48			15
Earnings (loss) from continuing operations		2,809			2,748			817			898
Earnings (loss) from discontinued operations, net of taxes (Note 2)		(347	)		706			(347	)		706
Net earnings (loss)		2,462			3,454			470			1,604
Less net earnings (loss) attributable to noncontrolling interests		(43	)		(83	)		83			55
Net earnings (loss) attributable to the Company		2,506			3,537			387			1,549
Preferred stock dividends declared		-			-			-			-
Net earnings (loss) attributable to GE common shareowners	$	2,506		$	3,537		$	387		$	1,549

Amounts attributable to GE common shareowners:
Earnings (loss) from continuing operations	$	2,809		$	2,748		$	817		$	898
Less net earnings (loss) attributable to noncontrolling interests		(43	)		(83	)		83			55
Earnings (loss) from continuing operations attributable to the Company		2,853			2,831			734			843
GECC preferred stock dividends declared		-			-			-			-
Earnings (loss) from continuing operations attributable to GE common shareowners		2,853			2,831			734			843
Earnings (loss) from discontinued operations, net of taxes		(347	)		706			(347	)		706
Net earnings (loss) attributable to GE common shareowners	$	2,506		$	3,537		$	387		$	1,549

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis. See Note 1.

Amounts may not add due to rounding.

In the consolidating data on this page, “GE” means the basis of consolidation as described in Note 1 to the consolidated financial statements; “GECC” means General Electric Capital Corporation and all of its affiliates and associated companies. Separate information is shown for “GE” and “GECC.” Transactions between GE and GECC have been eliminated from the “General Electric Company and consolidated affiliates” columns on the prior page.

2015 3Q FORM 10-Q 3

S-D-3

FINANCIAL STATEMENTS

STATEMENT OF EARNINGS (LOSS)
(UNAUDITED)
	Nine months ended September 30
	General Electric Company
	and consolidated affiliates
(In millions; per-share amounts in dollars)	2015			2014

Revenues and other income
Sales of goods	$	53,003		$	53,894
Sales of services		22,263			21,945
Other income		1,092			792
GECC earnings from continuing operations		-			-
GECC revenues from services (Note 12)		16,373			17,964
Total revenues and other income		92,731			94,595

Costs and expenses
Cost of goods sold(a)		42,748			43,600
Cost of services sold(a)		14,690			14,668
Interest and other financial charges		3,976			3,975
Investment contracts, insurance losses and insurance annuity benefits		1,952			1,940
Provision for losses on financing receivables (Note 5)		4,636			2,693
Other costs and expenses		19,125			18,744
Total costs and expenses		87,127			85,620

Earnings (loss) from continuing operations before income taxes		5,604			8,975
Benefit (provision) for income taxes		(7,466	)		(1,034	)
Earnings (loss) from continuing operations		(1,862	)		7,941
Earnings (loss) from discontinued operations, net of taxes (Note 2)		(10,336	)		2,065
Net earnings (loss)		(12,198	)		10,006
Less net earnings (loss) attributable to noncontrolling interests		229			(75	)
Net earnings (loss) attributable to the Company		(12,427	)		10,081
Preferred stock dividends declared		-			-
Net earnings (loss) attributable to GE common shareowners	$	(12,427	)	$	10,081

Amounts attributable to GE common shareowners
Earnings (loss) from continuing operations	$	(1,862	)	$	7,941
Less net earnings (loss) attributable to noncontrolling interests		229			(75	)
Earnings (loss) from continuing operations attributable to the Company		(2,091	)		8,016
GECC preferred stock dividends declared		-			-
Earnings (loss) from continuing operations attributable to GE common shareowners		(2,091	)		8,016
Earnings (loss) from discontinued operations, net of taxes		(10,336	)		2,065
Net earnings (loss) attributable to GE common shareowners	$	(12,427	)	$	10,081

Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share	$	(0.21	)	$	0.79
Basic earnings (loss) per share	$	(0.21	)	$	0.80

Net earnings (loss)
Diluted earnings (loss) per share	$	(1.23	)	$	0.99
Basic earnings (loss) per share	$	(1.23	)	$	1.00

Dividends declared per common share	$	0.69		$	0.66

(a)	Includes revisions to previously reported amounts which increased cost of goods sold and decreased cost of services sold by $401million and $728 million for the three months ended March 31, 2015 and June 30, 2015, respectively.

Amounts may not add due to rounding.

See Note 3 for other-than-temporary impairment amounts on investment securities.

See accompanying notes.

4 2015 3Q FORM 10-Q

S-D-4

FINANCIAL STATEMENTS

STATEMENT OF EARNINGS (LOSS) (CONTINUED)
(UNAUDITED)

	Nine months ended September 30
	GE(a)						Financial Services (GECC)
(In millions; per-share amounts in dollars)	2015			2014			2015			2014

Revenues and other income
Sales of goods	$	53,071		$	54,017		$	64		$	89
Sales of services		22,521			22,245			-			-
Other income		1,023			689			-			-
GECC earnings (loss) from continuing operations		(7,394	)		3,252			-			-
GECC revenues from services (Note 12)		-			-			17,388			19,134
Total revenues and other income		69,221			80,203			17,452			19,223

Costs and expenses
Cost of goods sold(b)		42,821			43,729			58			81
Cost of services sold(b)		14,948			14,969			-			-
Interest and other financial charges		1,243			1,142			3,096			3,184
Investment contracts, insurance losses and insurance annuity benefits		-			-			2,070			2,041
Provision for losses on financing receivables (Note 5)		-			-			4,636			2,693
Other costs and expenses		11,035			11,355			8,555			8,005
Total costs and expenses		70,048			71,195			18,415			16,004

Earnings (loss) from continuing operations before income taxes		(827	)		9,008			(963	)		3,219
Benefit (provision) for income taxes		(1,302	)		(1,143	)		(6,164	)		109
Earnings (loss) from continuing operations		(2,129	)		7,865			(7,127	)		3,328
Earnings (loss) from discontinued operations, net of taxes (Note 2)		(10,336	)		2,065			(10,332	)		2,070
Net earnings (loss)		(12,465	)		9,930			(17,459	)		5,398
Less net earnings (loss) attributable to noncontrolling interests		(38	)		(151	)		267			76
Net earnings (loss) attributable to the Company		(12,427	)		10,081			(17,726	)		5,322
Preferred stock dividends declared		-			-			(161	)		(161	)
Net earnings (loss) attributable to GE common shareowners	$	(12,427	)	$	10,081		$	(17,887	)	$	5,161

Amounts attributable to GE common shareowners:
Earnings (loss) from continuing operations	$	(2,129	)	$	7,865		$	(7,127	)	$	3,328
Less net earnings (loss) attributable to noncontrolling interests		(38	)		(151	)		267			76
Earnings (loss) from continuing operations attributable to the Company		(2,091	)		8,016			(7,394	)		3,252
GECC preferred stock dividends declared		-			-			(161	)		(161	)
Earnings (loss) from continuing operations attributable to GE common shareowners		(2,091	)		8,016			(7,555	)		3,091
Earnings (loss) from discontinued operations, net of taxes		(10,336	)		2,065			(10,332	)		2,070
Net earnings (loss) attributable to GE common shareowners	$	(12,427	)	$	10,081		$	(17,887	)	$	5,161

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis. See Note 1.

(b)	Includes revisions to previously reported amounts which increased cost of goods sold and decreased cost of services sold by $401million and $728 million for the three months ended March 31, 2015 and June 30, 2015, respectively.

Amounts may not add due to rounding.

2015 3Q FORM 10-Q 5

S-D-5

FINANCIAL STATEMENTS

GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)


	Three months ended September 30						Nine months ended September 30
(In millions)	2015			2014			2015			2014

Net earnings (loss)	$	2,545		$	3,509		$	(12,198	)	$	10,006
Less net earnings (loss) attributable to noncontrolling interests		39			(28	)		229			(75	)
Net earnings (loss) attributable to the Company	$	2,506		$	3,537		$	(12,427	)	$	10,081

Other comprehensive income (loss)
Investment securities	$	(3	)	$	(284	)	$	(452	)	$	450
Currency translation adjustments		624			(1,590	)		(2,896	)		(1,649	)
Cash flow hedges		(35	)		55			6			136
Benefit plans		627			859			4,486			2,072
Other comprehensive income (loss)		1,214			(960	)		1,144			1,009
Less other comprehensive income (loss) attributable to noncontrolling interests		(8	)		(8	)		(45	)		(1	)
Other comprehensive income (loss) attributable to the Company	$	1,221		$	(952	)	$	1,189		$	1,010

Comprehensive income (loss)	$	3,759		$	2,549		$	(11,054	)	$	11,015
Less comprehensive income (loss) attributable to noncontrolling interests		31			(36	)		184			(76	)
Comprehensive income (loss) attributable to the Company	$	3,727		$	2,585		$	(11,238	)	$	11,091

Amounts may not add due to rounding.

Amounts presented net of taxes. See Note 11 for further information about other comprehensive income (loss) and noncontrolling interests.

See accompanying notes.

6 2015 3Q FORM 10-Q

S-D-6

FINANCIAL STATEMENTS

GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREOWNERS’ EQUITY
(UNAUDITED)


	Nine months ended September 30
(In millions)	2015			2014

Shareowners’ equity balance at January 1	$	128,159		$	130,566
Increases (decreases) from net earnings (loss) attributable to the Company		(12,427	)		10,081
Dividends and other transactions with shareowners		(6,973	)		(6,635	)
Other comprehensive income (loss) attributable to the Company		1,189			1,010
Net sales (purchases) of shares for treasury		1,386			(444	)
Changes in other capital		(129	)		420
Ending balance at September 30		111,204			134,998
Noncontrolling interests		8,788			8,513
Total equity balance at September 30	$	119,993		$	143,511

Amounts may not add due to rounding.

See Note 11 for further information about changes in shareowners’ equity.

See accompanying notes.

2015 3Q FORM 10-Q 7

S-D-7

FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION

	General Electric Company and consolidated affiliates
(In millions, except share amounts)	September 30, 2015			December 31, 2014
		(Unaudited)
Assets
Cash and equivalents	$	99,086		$	84,927
Investment securities (Note 3)		36,933			38,400
Current receivables		22,332			23,237
Inventories (Note 4)		19,285			17,689
Financing receivables – net (Note 5 and 18)		72,353			110,255
Other GECC receivables		6,280			6,920
Property, plant and equipment – net (Note 6)		50,704			48,336
Investment in GECC		-			-
Goodwill (Note 7)		61,660			62,983
Other intangible assets – net (Note 7)		13,618			13,855
All other assets		45,793			47,905
Financing receivables held for sale (Note 2)		22,832			421
Deferred income taxes		176			5,352
Assets of businesses held for sale (Note 2)		8,309			6,300
Assets of discontinued operations (Note 2)		121,949			186,934
Total assets(a)	$	581,310			653,514

Liabilities and equity
Short-term borrowings (Note 8)	$	46,495		$	70,714
Accounts payable, principally trade accounts		11,762			12,572
Progress collections and price adjustments accrued		11,247			12,537
Dividends payable		2,324			2,317
Other GE current liabilities		12,624			12,682
Non-recourse borrowings of consolidated securitization entities (Note 8)		16,225			19,369
Bank deposits (Note 8)		48,656			43,841
Long-term borrowings (Note 8)		180,011			199,182
Investment contracts, insurance liabilities and insurance annuity benefits		26,135			27,578
All other liabilities		60,685			63,720
Liabilities of businesses held for sale (Note 2)		1,384			3,375
Liabilities of discontinued operations (Note 2)		43,768			48,794
Total liabilities(a)		461,317			516,681

GECC preferred stock (50,000 shares outstanding at both September 30, 2015 and December 31, 2014)		-			-
Common stock (10,109,239,000 and 10,057,380,000 shares outstanding at both September 30, 2015 and December 31, 2014, respectively)		702			702
Accumulated other comprehensive income (loss) – net attributable to GE(b)
Investment securities		561			1,013
Currency translation adjustments		(5,281	)		(2,427	)
Cash flow hedges		(174	)		(180	)
Benefit plans		(12,089	)		(16,578	)
Other capital		32,760			32,889
Retained earnings		135,932			155,333
Less common stock held in treasury		(41,207	)		(42,593	)
Total GE shareowners’ equity		111,204			128,159
Noncontrolling interests(c) (Note 11)		8,788			8,674
Total equity		119,993			136,833
Total liabilities and equity	$	581,310		$	653,514

(a)	Our consolidated assets at September 30, 2015 included total assets of $41,589 million of certain variable interest entities (VIEs) that can only be used to settle the liabilities of those VIEs. These assets included current receivables and net financing receivables of $28,190 million and investment securities of $1,412 million within continuing operations and assets of discontinued operations of $11,427 million. Our consolidated liabilities at September 30, 2015 included liabilities of certain VIEs for which the VIE creditors do not have recourse to GE. These liabilities included non-recourse borrowings of consolidated securitization entities (CSEs) of $16,225 million within continuing operations and non-recourse borrowings of CSEs within discontinued operations of $8,072 million. See Note 16.

(b)	The sum of accumulated other comprehensive income (loss) (AOCI) attributable to the Company was $(16,983) million and $(18,172) million at September 30, 2015 and December 31, 2014, respectively.

(c)	Included AOCI attributable to noncontrolling interests of $(239) million and $(194) million at September 30, 2015 and December 31, 2014, respectively.

Amounts may not add due to rounding.

See accompanying notes.

8 2015 3Q FORM 10-Q

S-D-8

FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION (CONTINUED)


	GE(a)						Financial Services (GECC)
(In millions, except share amounts)	September 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
	(Unaudited)						(Unaudited)
Assets
Cash and equivalents	$	16,810		$	15,916		$	82,276		$	69,011
Investment securities (Note 3)		68			84			36,868			38,320
Current receivables		10,786			11,513			-			-
Inventories (Note 4)		19,225			17,639			59			50
Financing receivables - net (Note 5 and 18)		-			-			83,748			122,457
Other GECC receivables		-			-			14,039			14,508
Property, plant and equipment – net (Note 6)		16,659			17,207			34,516			31,519
Investment in GECC		63,217			82,549			-			-
Goodwill (Note 7)		50,200			51,527			11,460			11,456
Other intangible assets – net (Note 7)		12,445			12,984			1,177			875
All other assets		26,669			24,680			19,155			23,198
Financing receivables held for sale (Note 2)		-			-			23,665			778
Deferred income taxes		6,634			8,772			(6,458	)		(3,420	)
Assets of businesses held for sale (Note 2)		3,382			2,805			4,917			3,474
Assets of discontinued operations (Note 2)		9			10			121,940			186,924
Total assets	$	226,104		$	245,686		$	427,361		$	499,150

Liabilities and equity
Short-term borrowings (Note 8)	$	4,761		$	3,872		$	42,880		$	67,705
Accounts payable, principally trade accounts		15,537			16,511			2,213			2,411
Progress collections and price adjustments accrued		11,247			12,550			-			-
Dividends payable		2,324			2,317			-			-
Other GE current liabilities		12,622			12,681			-			-
Non-recourse borrowings of consolidated securitization entities (Note 8)		-			-			16,225			19,369
Bank deposits (Note 8)		-			-			48,656			43,841
Long-term borrowings (Note 8)		15,895			12,468			164,183			186,759
Investment contracts, insurance liabilities and insurance annuity benefits		-			-			26,646			28,027
All other liabilities		49,956			54,662			11,330			9,549
Liabilities of businesses held for sale (Note 2)		1,752			1,504			260			2,434
Liabilities of discontinued operations (Note 2)		126			137			43,642			48,657
Total liabilities		114,220			116,702			356,035			408,752

GECC preferred stock (50,000 shares outstanding at both September 30, 2015 and December 31, 2014)		-			-			-			-
Common stock (10,109,239,000 and 10,057,380,000 shares outstanding at both September 30, 2015 and December 31, 2014, respectively)		702			702			-			-
Accumulated other comprehensive income (loss) - net attributable to GE
Investment securities		561			1,013			580			1,010
Currency translation adjustments		(5,281	)		(2,427	)		(1,412	)		(838	)
Cash flow hedges		(174	)		(180	)		(192	)		(172	)
Benefit plans		(12,089	)		(16,578	)		(569	)		(577	)
Other capital		32,760			32,889			33,019			32,999
Retained earnings		135,932			155,333			36,740			55,077
Less common stock held in treasury		(41,207	)		(42,593	)		-			-
Total GE shareowners’ equity		111,204			128,159			68,166			87,499
Noncontrolling interests (Note 11)		679			825			3,160			2,899
Total equity		111,883			128,984			71,326			90,398
Total liabilities and equity	$	226,104		$	245,686		$	427,361		$	499,150

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis. See Note 1.

Amounts may not add due to rounding.

2015 3Q FORM 10-Q 9

S-D-9

FINANCIAL STATEMENTS

STATEMENT OF CASH FLOWS
(UNAUDITED)


	Nine months ended September 30
	General Electric Company and consolidated affiliates
(In millions)	2015			2014

Cash flows – operating activities
Net earnings (loss)	$	(12,198	)	$	10,006
Less net earnings (loss) attributable to noncontrolling interests		229			(75	)
Net earnings (loss) attributable to the Company		(12,427	)		10,081
(Earnings) loss from discontinued operations		10,336			(2,065	)
Adjustments to reconcile net earnings (loss) attributable to the Company to cash provided from operating activities
Depreciation and amortization of property, plant and equipment		3,603			3,820
(Earnings) loss from continuing operations retained by GECC		-			-
Deferred income taxes		2,365			(1,307	)
Decrease (increase) in GE current receivables		909			(691	)
Decrease (increase) in inventories		(1,766	)		(2,768	)
Increase (decrease) in accounts payable		245			1,331
Increase (decrease) in GE progress collections		(1,265	)		(735	)
Provision for losses on GECC financing receivables		4,636			2,693
All other operating activities		3,429			809
Cash from (used for) operating activities – continuing operations		10,065			11,168
Cash from (used for) operating activities – discontinued operations		3,082			5,077
Cash from (used for) operating activities		13,147			16,245

Cash flows – investing activities
Additions to property, plant and equipment		(4,893	)		(4,977	)
Dispositions of property, plant and equipment		2,375			2,430
Net decrease (increase) in GECC financing receivables		4,248			(1,699	)
Proceeds from sale of discontinued operations		42,486			232
Proceeds from principal business dispositions		1,496			607
Net cash from (payments for) principal businesses purchased		(1,738	)		(2,090	)
All other investing activities		8,567			7,165
Cash from (used for) investing activities – continuing operations		52,541			1,668
Cash from (used for) investing activities – discontinued operations		7,230			(3,587	)
Cash from (used for) investing activities		59,771			(1,919	)

Cash flows – financing activities
Net increase (decrease) in borrowings (maturities of 90 days or less)		(16,791	)		(6,069	)
Net increase (decrease) in bank deposits		5,329			6,933
Newly issued debt (maturities longer than 90 days)		17,873			29,605
Repayments and other debt reductions (maturities longer than 90 days)		(44,003	)		(37,654	)
Net dispositions (purchases) of GE shares for treasury		635			(1,359	)
Dividends paid to shareowners		(6,960	)		(6,643	)
Proceeds from initial public offering of Synchrony Financial		-			2,842
All other financing activities		(1,394	)		(274	)
Cash from (used for) financing activities – continuing operations		(45,312	)		(12,619	)
Cash from (used for) financing activities – discontinued operations		(4,495	)		1,540
Cash from (used for) financing activities		(49,807	)		(11,079	)
Effect of currency exchange rate changes on cash and equivalents		(3,517	)		(1,360	)
Increase (decrease) in cash and equivalents		19,594			1,887
Cash and equivalents at beginning of year		91,017			88,787
Cash and equivalents at September 30		110,611			90,674
Less cash and equivalents of discontinued operations at September 30		11,226			5,070
Cash and equivalents of continuing operations at September 30	$	99,385		$	85,604

Amounts may not add due to rounding.

See accompanying notes.

10 2015 3Q FORM 10-Q

S-D-10

FINANCIAL STATEMENTS

STATEMENT OF CASH FLOWS (CONTINUED)
(UNAUDITED)


	Nine months ended September 30
	GE(a)						Financial Services (GECC)
(In millions)	2015			2014			2015			2014

Cash flows – operating activities
Net earnings (loss)	$	(12,465	)	$	9,930		$	(17,459	)	$	5,398
Less net earnings (loss) attributable to noncontrolling interests		(38	)		(151	)		267			76
Net earnings (loss) attributable to the Company		(12,427	)		10,081			(17,726	)		5,322
(Earnings) loss from discontinued operations		10,336			(2,065	)		10,332			(2,070	)
Adjustments to reconcile net earnings (loss) attributable to the Company to cash provided from operating activities
Depreciation and amortization of property, plant and equipment		1,777			1,891			1,841			1,929
(Earnings) loss from continuing operations retained by GECC(b)		7,844			(1,031	)		-			-
Deferred income taxes		(407	)		(618	)		2,772			(689	)
Decrease (increase) in GE current receivables		588			(535	)		-			-
Decrease (increase) in inventories		(1,739	)		(2,771	)		(9	)		20
Increase (decrease) in accounts payable		34			1,054			165			764
Increase (decrease) in GE progress collections		(1,278	)		(748	)		-			-
Provision for losses on GECC financing receivables		-			-			4,636			2,693
All other operating activities		1,798			1,917			1,943			(1,194	)
Cash from (used for) operating activities – continuing operations		6,526			7,175			3,954			6,775
Cash from (used for) operating activities – discontinued operations		(10	)		(1	)		3,090			5,078
Cash from (used for) operating activities		6,516			7,174			7,044			11,853

Cash flows – investing activities
Additions to property, plant and equipment		(2,708	)		(2,806	)		(2,643	)		(2,627	)
Dispositions of property, plant and equipment		525			393			2,074			2,059
Net decrease (increase) in GECC financing receivables		-			-			4,535			(1,585	)
Proceeds from sale of discontinued operations		-			-			42,486			232
Proceeds from principal business dispositions		222			579			1,274			-
Net cash from (payments for) principal businesses purchased		(61	)		(2,090	)		(1,677	)		-
All other investing activities		(1,037	)		(647	)		9,608			8,957
Cash from (used for) investing activities – continuing operations		(3,058	)		(4,571	)		55,657			7,036
Cash from (used for) investing activities – discontinued operations		10			1			7,218			(3,588	)
Cash from (used for) investing activities		(3,048	)		(4,570	)		62,875			3,448

Cash flows – financing activities
Net increase (decrease) in borrowings (maturities of 90 days or less)		716			(704	)		(17,526	)		(6,723	)
Net increase (decrease) in bank deposits		-			-			5,329			6,933
Newly issued debt (maturities longer than 90 days)		3,537			3,058			14,336			26,547
Repayments and other debt reductions (maturities longer than 90 days)		(153	)		(215	)		(43,850	)		(37,439	)
Net dispositions (purchases) of GE shares for treasury		635			(1,359	)		-			-
Dividends paid to shareowners		(6,960	)		(6,643	)		(611	)		(2,382	)
Proceeds from initial public offering of Synchrony Financial		-			-			-			2,842
All other financing activities		132			246			(1,363	)		(359	)
Cash from (used for) financing activities – continuing operations		(2,095	)		(5,617	)		(43,685	)		(10,581	)
Cash from (used for) financing activities – discontinued operations		-			-			(4,496	)		1,540
Cash from (used for) financing activities		(2,095	)		(5,617	)		(48,181	)		(9,041	)
Effect of currency exchange rate changes on cash and equivalents		(479	)		(93	)		(3,038	)		(1,267	)
Increase (decrease) in cash and equivalents		894			(3,106	)		18,700			4,993
Cash and equivalents at beginning of year		15,916			13,682			75,101			75,105
Cash and equivalents at September 30		16,810			10,576			93,801			80,098
Less cash and equivalents of discontinued operations at September 30		-			-			11,226			5,070
Cash and equivalents of continuing operations at September 30	$	16,810		$	10,576		$	82,575		$	75,028

(a)	Represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), which is presented on a one-line basis.

(b)	Represents GECC earnings/loss from continuing operations attributable to the Company, net of GECC dividends paid to GE.

Amounts may not add due to rounding.

See accompanying notes. Separate information is shown for “GE” and “Financial Services (GECC).” Transactions between GE and GECC have been eliminated from the “Consolidated” columns and are discussed in Note 17.

2015 3Q FORM 10-Q 11

S-D-11

FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

basis of presentation

The accompanying consolidated financial statements represent the consolidation of General Electric Company (the Company) and all companies that we directly or indirectly control, either through majority ownership or otherwise. See Note 1 to the consolidated financial statements of our Form 8-K filed on August 7, 2015 which discusses our consolidation and financial statement presentation. As used in this report on Form 10-Q (Report), “GE” represents the adding together of all affiliated companies except General Electric Capital Corporation (GECC or Financial Services), whose continuing operations are presented on a one-line basis; GECC consists of General Electric Capital Corporation and all of its affiliates; and “Consolidated” represents the adding together of GE and GECC with the effects of transactions between the two eliminated. Unless otherwise indicated, we refer to the caption revenues and other income simply as “revenues” throughout this Form 10-Q.

We have reclassified certain prior-period amounts to conform to the current-period presentation. Effective September 30, 2015, certain columns and rows may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in millions. Unless otherwise indicated, information in these notes to the consolidated financial statements relates to continuing operations.

THE GE Capital Exit Plan

On April 10, 2015, the Company announced its plan (the GE Capital Exit Plan) to reduce the size of its financial services businesses through the sale of most of the assets of GECC over the following 24 months, and to focus on continued investment and growth in the Company’s industrial businesses. Under the GE Capital Exit Plan, which was approved on April 2, 2015 and aspects of which were approved on March 31, 2015, the Company will retain certain GECC businesses, principally its vertical financing businesses—GE Capital Aviation Services (GECAS), Energy Financial Services (EFS) and Healthcare Equipment Finance—that directly relate to the Company’s core industrial domain and other operations, including Working Capital Solutions and our run-off insurance activities (together referred to as GE Capital Verticals or Verticals). The assets planned for disposition include Real Estate, most of Commercial Lending and Leasing (CLL) and all Consumer platforms (including all U.S. banking assets).

In the nine months ended September 30, 2015, GE recorded $21,061 million of after-tax charges related to the GE Capital Exit Plan, including $362 million of after-tax charges recorded in the third quarter of 2015, primarily exit-related charges in our CLL business, partially offset by income associated with operations in CLL and Real Estate. A description of after-tax charges for the nine months ended September 30, 2015 is provided below.

$9,756 million of net loss primarily related to the planned disposition of the Real Estate business and most of the CLL business, which is recorded in discontinued operations under the caption “Earnings (loss) from discontinued operations, net of taxes” in the Statement of Earnings.

$6,209 million of tax expense related to expected repatriation of foreign earnings and write-off of deferred tax assets, of which $6,057 million is reported in GECC’s Corporate component and $152 million is reported in our Consumer business all recorded in continuing operations under the caption “Benefit (provision) for income taxes” in the Statement of Earnings.

$4,666 million of net asset impairments due to shortened hold periods, of which $3,151 million is recorded in continuing operations in our Consumer business primarily under the captions “Provisions for losses on financing receivables” and “Revenues from services” in the Statement of Earnings and $1,515 million is recorded in discontinued operations in our CLL business under the caption “Earnings (loss) from discontinued operations, net of taxes” in the Statement of Earnings.

$430 million of restructuring and other charges, of which $337 million is recorded in continuing operations in GECC’s Corporate component under the caption “Other costs and expenses” in the Statement of Earnings and $93 million is recorded in discontinued operations in our CLL business under the caption “Earnings (loss) from discontinued operations, net of taxes” in the Statement of Earnings.

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FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As part of the GE Capital Exit Plan, the Company and GECC entered into an amendment to their existing financial support agreement. Under this amendment (the Amendment), the Company has provided a full and unconditional guarantee (the Guarantee) of the payment of principal and interest on all tradable senior and subordinated outstanding long-term debt securities and all commercial paper issued or guaranteed by GECC identified in the Amendment. In the aggregate, the Guarantee applied to $183,670 million of GECC debt as of September 30, 2015. See Note 8. The Guarantee replaced the requirement that the Company make certain income maintenance payments to GECC in certain circumstances. GECC’s U.S. public indentures were concurrently amended to provide the full and unconditional guarantee by the Company set forth in the Guarantee.

See Notes 2 and 7 to the consolidated financial statements for additional information.

interim period presentation

The consolidated 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 consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in our 2014 consolidated financial statements. Effective for the first quarter of 2015, the Company is following a calendar quarter. Previously, we established interim quarterly closing dates using a fiscal calendar, which required our businesses to close their books on either a Saturday or Sunday, depending on the business.

summary of significant accounting policies

In addition to the policies referenced in our 2014 Form 10-K Report and Form 8-K filed on August 7, 2015, we have supplemented the discussion of our significant accounting policies and critical accounting estimates to describe the estimates used to determine the fair value of businesses and assets held for sale as follows.

BUSINESSES AND ASSETS HELD FOR SALE

Businesses held for sale represent components that meet accounting requirements to be classified as held for sale and are presented as single asset and liability amounts in our financial statements with a valuation allowance, if necessary, to recognize the net carrying amount at the lower of cost or fair value, less cost to sell. Financing receivables that no longer qualify to be presented as held for investment must be classified as held for sale and recognized in our financial statements at the lower of cost or fair value, less cost to sell, with that amount representing a new cost basis at the date of transfer.

As previously discussed, as a result of the GE Capital Exit Plan, management has committed to reduce the size of its financial services businesses through the sale of most of the assets of GECC over the following 24 months. As a result, certain GECC businesses met the criteria to be classified as businesses held for sale and certain financing receivables were required to be recognized as held for sale at September 30, 2015.

The determination of fair value for businesses and portfolios of financing receivables involves significant judgments and assumptions. Development of estimates of fair values in this circumstance is complex and is dependent upon, among other factors, the nature of the potential sales transaction (for example, asset sale versus sale of legal entity), composition of assets and/or businesses in the disposal group, the comparability of the disposal group to market transactions, negotiations with third party purchasers etc. Such factors bear directly on the range of potential fair values and the selection of the best estimates. Key assumptions were developed based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction as of September 30, 2015.

We review all businesses and assets held for sale each reporting period to determine whether the existing carrying amounts are fully recoverable in comparison to estimated fair values.

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FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. BUSINESSES HELD FOR SALE, FINANCING RECEIVABLES HELD FOR SALE AND DISCONTINUED OPERATIONS

NBCU

As previously disclosed, Comcast Corporation was obligated to share with us potential tax savings associated with its purchase of our interest in NBCU LLC. During the second quarter of 2015, we recognized $450 million of pre-tax income related to the settlement of this obligation.

Assets and Liabilities of Businesses Held for Sale

In the third quarter of 2015, we signed an agreement to sell our Intelligent Platforms Embedded Systems Products business within our Energy Management segment, with assets of $285 million and liabilities of $39 million to Veritas Capital for approximately $515 million. The transaction remains subject to customary closing conditions and regulatory approvals, and is targeted to close in 2015.

In the first quarter of 2015, we signed an agreement to sell our consumer finance business in Australia and New Zealand (ANZ Consumer Lending) for approximately 6,800 million Australian dollars and 1,400 million New Zealand dollars, respectively. On May 29, 2015, we sold a portion of the Australian business for gross proceeds of $671 million. As of September 30, 2015, ANZ Consumer Lending had assets and liabilities of $4,917 million and $260 million, respectively. The sale is targeted to close in 2015 with expected proceeds of approximately 6,000 million Australian dollars and 1,400 million New Zealand dollars. The transactions remain subject to customary closing conditions and regulatory approvals.

In the fourth quarter of 2014, we signed an agreement to sell our Signaling business within our Transportation segment, with assets of $296 million and liabilities of $138 million to Alstom for approximately $800 million, and our consumer finance business Budapest Bank, to Hungary’s government. On June 29, 2015 we completed the sale of Budapest Bank for proceeds of $700 million. The Signaling business transaction is targeted to close in November 2015 in conjunction with the Alstom transaction.

In the third quarter of 2014, we signed an agreement to sell our Appliances business with assets of $2,801 million and liabilities of $1,576 million to Electrolux for approximately $3,300 million. On July 1, 2015, we were notified that the Department of Justice had initiated court proceedings seeking to enjoin the sale of Appliances to Electrolux. Electrolux and GE intend to defend the proposed transaction.

FINANCIAL INFORMATION FOR ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE


(In millions)	September 30, 2015			December 31, 2014

Assets
Cash and equivalents	$	299		$	676
Investment securities		-			448
Current receivables(a)		144			180
Inventories		760			588
Financing receivables – net		4,141			2,144
Property, plant, and equipment – net		1,187			1,015
Goodwill		976			539
Other intangible assets – net		273			170
Other		529			540
Assets of businesses held for sale	$	8,309		$	6,300

Liabilities
Short-term borrowings	$	27			441
Accounts payable(a)		636			510
Other current liabilities		388			348
Bank deposits		-			1,931
Deferred income taxes		(115	)		(33	)
Other		448			178
Liabilities of businesses held for sale	$	1,384		$	3,375

(a)

Certain transactions at our Appliances and Signaling businesses are made on an arms-length basis with GECC, consisting primarily of GE customer receivables sold to GECC and GECC services for material procurement. These intercompany balances included within our held for sale businesses are reported in the GE and GECC columns of our financial statements, but are eliminated in deriving our consolidated financial statements.

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FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GECC FINANCING RECEIVABLES HELD FOR SALE

In the first quarter of 2015, in connection with the GE Capital Exit Plan, we committed to sell all of our non-U.S. Consumer financing receivables. As a result, we transferred these financing receivables to held for sale and recognized a pre-tax provision for losses on financing receivables of $2,405 million ($2,197 million after tax) and wrote-off the associated balance of the allowance for loan losses of $2,859 million to reduce the carrying value of the financing receivables to the lower of cost or fair value, less cost to sell.

FINANCING RECEIVABLES HELD FOR SALE


(in millions)	September 30, 2015			December 31, 2014

Commercial
CLL	$	833		$	357
Energy Financial Services		-			35
GE Capital Aviation Services (GECAS)		14			27
Other		105			-
Total Commercial		952			419
Consumer		22,713	(a)		359
Total financing receivables held for sale	$	23,665		$	778

(a)	Over 30 days past due and nonaccrual financing receivables related to consumer financing receivables held for sale were $1,060 million and $634 million, respectively.

Discontinued Operations

Discontinued operations primarily included most of our CLL business, our Real Estate business and our U.S. mortgage business (WMC). Results of operations, financial position and cash flows for these businesses are separately reported as discontinued operations for all periods presented.

FINANCIAL INFORMATION FOR DISCONTINUED OPERATIONS

	Three months ended September 30					Nine months ended September 30
(In millions)	2015			2014		2015			2014

Operations
Total revenues and other income (loss)	$	2,756		$	4,033	$	9,536		$	11,946

Earnings (loss) from discontinued operations before income taxes	$	1,060		$	666	$	202		$	2,061
Benefit (provision) for income taxes		(420	)		40		30			(11	)
Earnings (loss) from discontinued operations, net of taxes	$	640		$	706	$	232		$	2,050

Disposal
Gain (loss) on disposal before income taxes	$	(2,616	)	$	-	$	(9,652	)	$	14
Benefit (provision) for income taxes		1,629			-		(916	)		1
Gain (loss) on disposal, net of taxes	$	(987	)	$	-	$	(10,568	)	$	15

Earnings (loss) from discontinued operations, net of taxes(a)	$	(347	)	$	706	$	(10,336	)	$	2,065

(a)	The sum of GE industrial earnings (loss) from discontinued operations, net of taxes, and GECC earnings (loss) from discontinued operations, net of taxes, is reported as GE industrial earnings (loss) from discontinued operations, net of taxes, on the Consolidated Statement of Earnings (Loss).

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FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions)	September 30, 2015			December 31, 2014

Assets
Cash and equivalents	$	11,226		$	5,414
Investment securities		8,179			10,006
Financing receivables – net		11,622			114,561
Other receivables		1,479			2,192
Property, plant and equipment – net		12,084			18,051
Goodwill		9,867			13,569
Other intangible assets - net		44			301
Deferred income taxes		2,389			2,920
Financing receivables held for sale		65,390			3,116
Valuation allowance on disposal group classified as discontinued operations		(7,650	)		-
Other		7,320			16,804
Assets of discontinued operations	$	121,949		$	186,934

Liabilities
Short-term borrowings	$	820		$	1,125
Accounts payable		3,884			3,770
Other GE current liabilities		27			28
Non-recourse borrowings		8,072			10,569
Bank deposits		18,348			18,998
Long-term borrowings		316			1,182
All other liabilities		9,695			7,720
Deferred income taxes		2,607			5,402
Liabilities of discontinued operations	$	43,768		$	48,794

Commercial lending and leasing

In connection with the GE Capital Exit Plan, we announced the planned disposition of most of our CLL business and classified this portion of the business as discontinued operations. We closed certain of our CLL business dispositions for proceeds of $21,215 million for the three and nine months ended September 30, 2015. We expect to dispose of substantially all of the remaining CLL business in 2015 and 2016.

FINANCIAL INFORMATION FOR COMMERCIAL LENDING AND LEASING

	Three months ended September 30						Nine months ended September 30
(In millions)	2015			2014			2015			2014

Operations
Total revenues and other income (loss)	$	2,691		$	3,370		$	8,664		$	9,998

Interest	$	(576	)	$	(762	)	$	(1,919	)	$	(2,324	)
Operating and administrative		(900	)		(942	)		(2,905	)		(2,732	)
Depreciation and amortization		-			(988	)		(1,768	)		(2,923	)
Provision for losses on financing receivables		13			(87	)		(1,744	)		(294	)
Earnings (loss) from discontinued operations, before income taxes		1,228			591			328			1,725
Benefit (provision) for income taxes		(484	)		(108	)		(169	)		(326	)
Earnings (loss) from discontinued operations, net of taxes	$	744		$	483		$	159		$	1,399

Disposal
Gain (loss) on disposal before income taxes	$	(2,834	)	$	-		$	(8,059	)	$	-
Benefit (provision) for income taxes		1,629			-			(298	)		-
Gain (loss) on disposal, net of taxes	$	(1,205	)	$	-		$	(8,357	)	$	-

Earnings (loss) from discontinued operations, net of taxes(a)	$	(461	)	$	483		$	(8,198	)	$	1,399

(a)

Earnings (loss) from discontinued operations attributable to the Company, before income taxes, was $(1,608) million and $589 million for the three months ended September 30, 2015 and 2014, respectively, and $(7,736) million and $1,710 million for the nine months ended September 30, 2015 and 2014, respectively.

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FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REAL ESTATE

In connection with the GE Capital Exit Plan, we announced the planned disposition of our Real Estate business and classified the business as discontinued operations. We closed certain of our Real Estate business dispositions for proceeds of $12,991 million and $30,508 million for the three and nine months ended September 30, 2015, respectively. We expect to dispose of substantially all of the remaining Real Estate business by the end of 2015.

FINANCIAL INFORMATION FOR REAL ESTATE


	Three months ended September 30						Nine months ended September 30
(In millions)	2015			2014			2015			2014

Operations
Total revenues and other income (loss)	$	81		$	698		$	893		$	1,992

Interest	$	(64	)	$	(270	)	$	(437	)	$	(817	)
Operating and administrative		(156	)		(213	)		(464	)		(563	)
Depreciation and amortization		-			(82	)		(62	)		(252	)
Provision for losses on financing receivables		-			(12	)		4			92
Earnings (loss) from discontinued operations, before income taxes		(139	)		121			(65	)		452