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Offer to Exchange Confidential Distribution Restricted

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Offer to Exchange Confidential Distribution Restricted OFFER TO EXCHANGE CONFIDENTIAL DISTRIBUTION RESTRICTED GE CAPITAL INTERNATIONAL FUNDING COMPANY Offer to Exchange New Notes for the Old Notes listed below under the heading “Exchange Offers Summary Tables” Upon the terms and subject to the conditions set forth in this Offer to Exchange, GE Capital International Funding Company, a newly formed finance subsidiary (the “Issuer”) of General Electric Capital Corporation (“GECC”), is offering to exchange (the “Exchange Offers”) the new notes described herein (collectively, the “New Notes”) for the outstanding debt securities listed herein under the heading “Exchange Offers Summary Tables” (collectively, the “Old Notes”). The New Notes will be issued by the Issuer and will be guaranteed (the “Guarantees”) by both General Electric Company (“GE”) and GECC (the “Guarantors”). Upon completion of the Reorganization described herein, the Issuer will become a subsidiary of GE Capital International Holdings (as defined herein), the obligations of GECC as Guarantor will be assumed by GE Capital International Holdings and GECC will merge with and into GE. See “Description of the New Notes.” The Old Notes were issued by GECC and are guaranteed by GE. In the case of the Par for Par Exchange Offers (as defined herein) the Total Exchange Consideration will also include a cash payment. Each Eligible Holder (as defined herein) whose Old Notes are accepted for exchange will receive a cash payment representing accrued and unpaid interest, if any, to but not including the Settlement Date (as defined herein). THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 19, 2015, UNLESS EXTENDED BY US (SUCH DATE AND TIME AS THEY MAY BE EXTENDED BY US, THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL EXCHANGE CONSIDERATION SPECIFIED IN THE “EXCHANGE OFFERS SUMMARY TABLES” (THE “TOTAL EXCHANGE CONSIDERATION”), ELIGIBLE HOLDERS MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR OLD NOTES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 2, 2015, UNLESS EXTENDED BY US (SUCH DATE AND TIME AS THEY MAY BE EXTENDED BY US, THE “EARLY PARTICIPATION DATE”). ELIGIBLE HOLDERS WHO TENDER AFTER THE EARLY PARTICIPATION DATE BUT AT OR PRIOR TO THE EXPIRATION DATE WILL ONLY BE ELIGIBLE TO RECEIVE THE APPLICABLE EXCHANGE CONSIDERATION SPECIFIED HEREIN, WHICH WILL BE LESS THAN THE TOTAL EXCHANGE CONSIDERATION. OLD NOTES TENDERED FOR EXCHANGE MAY BE VALIDLY WITHDRAWN AT ANY TIME AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 2, 2015, UNLESS EXTENDED BY US (SUCH DATE AND TIME AS THEY MAY BE EXTENDED BY US, THE “WITHDRAWAL DEADLINE”), BUT NOT THEREAFTER, UNLESS REQUIRED BY LAW. THE AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES THAT MAY BE ISSUED IN THE EXCHANGE OFFERS IS $30 BILLION. See “Risk Factors” on page 52 for a discussion of factors you should consider before tendering your Old Notes for New Notes. We have not registered the New Notes under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws. The New Notes may not be offered or sold in the United States or to or for the account or benefit of any “U.S. persons” except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The New Notes are being offered for exchange only: (a) to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act (“Rule 144A”) who are acquiring New Notes for their own account or for the account of one or more other QIBs, in private transactions in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (b) outside the United States to persons other than “U.S. persons” as defined in Regulation S under the Securities Act (“Regulation S”) and who are not acquiring New Notes for the account or benefit of a “U.S. person,” in offshore transactions in compliance with Regulation S, and who in the case of (a) and (b) if outside the United States, are Non-U.S. Qualified Offerees (as defined under “Notice to Investors”). See “Notice to Investors” and “Notice to Certain Non-U.S. Holders.” Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any other state or foreign securities commission or regulatory body has registered, recommended or approved of the New Notes or passed upon the accuracy or adequacy of this Offer to Exchange. Any representation to the contrary is a criminal offense. This Offer to Exchange may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. Any investment in the New Notes does not have the status of a bank deposit in Ireland and is not within the scope of the deposit protection scheme operated by the Central Bank of Ireland. The Issuer is not regulated by the Central Bank of Ireland by virtue of the issue of the New Notes. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the New Notes to be admitted to the Irish Stock Exchange’s Official List and to trading on the Global Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of The Markets in Financial Instruments Directive (2004/39/EC). ____________________ The Global Coordinator and Lead Dealer Manager for the Exchange Offers is: J.P. Morgan The Other Lead Dealer Managers for the Exchange Offers are: BofA Merrill Lynch Citigroup The Other Dealer Managers for the Exchange Offers are: Barclays Deutsche Bank Securities The date of this Offer to Exchange is September 21, 2015 “We,” “us” and “our” refers to GE and its subsidiaries, including GECC, GE Capital International Holdings and the Issuer, unless the context otherwise requires. “Lead Dealer Managers” refers to J.P. Morgan Securities LLC and J.P. Morgan Securities plc (collectively, “J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch International (collectively, “BofA Merrill Lynch”) and Citigroup Global Markets Inc. and Citigroup Global Markets Limited (collectively, “Citigroup”). “Dealer Managers” refers to the Lead Dealer Managers, Barclays Capital Inc. and Barclays Bank PLC (collectively, “Barclays”) and Deutsche Bank Securities Inc. (“Deutsche Bank Securities”) and any additional dealer managers we may appoint. This Offer to Exchange does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell either Old Notes or New Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this Offer to Exchange in certain jurisdictions (including, but not limited to, Australia, Canada, China, the European Economic Area (the “EEA”), France, Hong Kong, Ireland, Italy, Japan, Korea, Kuwait, Luxembourg, Mexico, Switzerland, the United Kingdom and the United States) may be restricted by law. See “Notice to Investors” and “Notice to Certain Non-U.S. Holders” herein. Neither we nor the Dealer Managers, the Exchange Agents (as defined herein) or the Information Agents (as defined herein) represents that this Offer to Exchange may be lawfully distributed, or that any New Notes may be lawfully offered or sold, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution, offering or sale. In particular, no action has been taken by us, any of the Dealer Managers, the Exchange Agents or Information Agents which is intended to permit a public offering of any New Notes or distribution of this Offer to Exchange in any jurisdiction where action for that purpose is required. Accordingly, no New Notes may be offered or sold, directly or indirectly, and neither this Offer to Exchange nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offer to Exchange comes are required by each of us, the Dealer Managers, the Exchange Agents and the Information Agents to inform themselves about and to observe any such restrictions in connection with this Offer to Exchange. No action that would permit a public offer has been or will be taken in any jurisdiction by us, the Dealer Managers, the Exchange Agents or the Information Agents. This Offer to Exchange may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. See “Notice to Certain Non-U.S. Holders.” Neither we nor the Dealer Managers, the Exchange Agents or the Information Agents are making any representations to any offeree of the New Notes described herein regarding the legality of an investment therein by such offeree under applicable legal investment or similar laws or regulations. You may not copy or distribute this Offer to Exchange in whole or in part to anyone without our prior consent or the prior consent of the Dealer Managers. This Offer to Exchange is submitted on a confidential basis only: (a) to holders of Old Notes that are QIBs who are acquiring New Notes for their own account or for the account of one or more other QIBs, in private transactions in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (b) outside the United States, to holders of Old Notes other than “U.S.
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