Obbligazione General Electric Co. 5% ( US369604BQ57 ) in USD

General Electric Co.

100 USD ⇌

Stati Uniti

US369604BQ57 ( in USD )

5% per anno ( pagato 2 volte l'anno)

perpetue - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione General Electric US369604BQ57 in USD 5%, scaduta

1 000 USD

5 694 493 000 USD

369604BQ5

BBB- ( Lower medium grade - Investment-grade )

N/A

General Electric (GE) è una multinazionale statunitense operante in diversi settori industriali, tra cui l'aviazione, l'energia, la sanità e le tecnologie finanziarie.

The Obbligazione issued by General Electric Co. ( United States ) , in USD, with the ISIN code US369604BQ57, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by General Electric Co. ( United States ) , in USD, with the ISIN code US369604BQ57, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B3 1 d104648d424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-208604
GENERAL ELECTRIC COMPANY

Offer to Exchange up to
5,944,250 Shares of our 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
(Liquidation Preference $1,000 per Share)
for
2,777,625 Shares of our 4.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A
(Liquidation Preference $1,000 per Share) (CUSIP No. 369604 BM4)
2,072,525 Shares of our 4.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
(Liquidation Preference $1,000 per Share) (CUSIP No. 369604 BN2)
1,094,100 Shares of our 4.20% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C
(Liquidation Preference $1,000 per Share) (CUSIP No. 369604 BP7)
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE
DAY ON JANUARY 19, 2016 UNLESS THE EXCHANGE OFFER
IS EXTENDED OR TERMINATED.

·
Exchange Offer. We are offering to exchange one share of our 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, registered
hereunder, which we refer to as the "New Preferred Stock," for each outstanding share of our (i) 4.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred
Stock, Series A ("Series A Preferred Stock"), (ii) 4.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B ("Series B Preferred Stock")
and (iii) 4.20% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, which were issued on December 3, 2015 and which we collectively refer
to as the "Old Preferred Stock," and together with the New Preferred Stock, the "Preferred Stock." In addition, we will pay each holder of the Series A Preferred
Stock a cash payment of $10.00 per share of Series A Preferred Stock that is validly tendered (and not validly withdrawn) by such holder and accepted in the
exchange offer and each holder of the Series B Preferred Stock a cash payment of $5.00 per share of Series B Preferred Stock that is validly tendered (and not
validly withdrawn) by such holder and accepted in the exchange offer.

·
Dividends. We will pay, to the extent of lawfully available funds, dividends on the New Preferred Stock, when, as and if declared by our board of directors (the
"Board") (or a duly authorized committee thereof). Dividends on the New Preferred Stock, as in the case of the Old Preferred Stock, will not be cumulative and will
not be mandatory. During the Fixed Rate Period (as defined herein), dividends will be payable at a rate of 5.00% per annum, semi-annually, in arrears, on June 15
and December 15 of each year, beginning on June 15, 2016, except that the final dividend payment with respect to the Fixed Rate Period will be payable on
January 21, 2021. Dividends on the New Preferred Stock will accrue from the date of completion of the exchange offer (expected to be January 20, 2016, unless the
exchange offer is extended). Participating holders tendering Old Preferred Stock that we accept will receive a cash payment equivalent to a dividend accruing at the
5.00% per annum fixed dividend rate of the New Preferred Stock from December 15, 2015 to the completion of the exchange offer. During the Floating Rate Period
(as defined herein), which will begin on January 21, 2021, dividends will be payable at a floating rate equal to three-month LIBOR plus a spread of 3.33% per
annum, quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2021.

·
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 January 21, 2021 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 New Preferred Stock.
Terms of the Exchange Offer

·
The exchange offer will expire at 12:00 midnight, New York City time, at the end of the day on January 19, 2016, unless we extend or terminate it (such date, as
extended, the "Expiration Date"). The Expiration Date of this exchange offer will be at least 20 business days after the commencement of the exchange offer, in
accordance with Rule 14e-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

·
We will exchange shares of New Preferred Stock (and cash, as applicable) for all outstanding shares of Old Preferred Stock that are validly tendered (and not validly
withdrawn) and accepted by us if all the conditions to this exchange offer are satisfied or waived. There is no record date for participating in this exchange offer.

·
Shares of Old Preferred Stock validly tendered pursuant to the exchange offer may be withdrawn at any time before 12:00 midnight, New York City time, on the
Expiration Date and, unless we have previously accepted such shares pursuant to the exchange offer, may also be validly withdrawn at any time after the expiration of
40 business days from the commencement of the exchange offer, which date shall be February 17, 2016. Once we accept such shares of Old Preferred Stock validly
tendered pursuant to the exchange offer, your tender is irrevocable.

·
The shares of New Preferred Stock that we will issue in exchange for your outstanding shares of Old Preferred Stock will be identical to your Old Preferred Stock,
except that the dividend rates on the New Preferred Stock will be higher, and the first available redemption date will be January 21, 2021.
You should read carefully the terms and conditions of the exchange offer described in this prospectus. None of General Electric Company, its directors or
officers or the dealer manager makes any recommendation as to whether you should tender all, some or none of your shares of Old Preferred Stock. You must
make your own decision after reading this document and consulting with your advisors.

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Before participating in this exchange offer, please refer to the section entitled "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 Exchange Act, as well as the additional risk factors
contained in this prospectus beginning on page 17.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The dealer manager for the exchange offer is:
BofA Merrill Lynch

The date of this prospectus is January 15, 2016.
TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

1
QUESTIONS AND ANSWERS

2
SUMMARY

4
SUMMARY OF THE EXCHANGE OFFER

6
SUMMARY OF TERMS OF NEW PREFERRED STOCK

10
SELECTED HISTORICAL FINANCIAL DATA

15
RISK FACTORS

17
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

22
USE OF PROCEEDS

24
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

25
THE EXCHANGE OFFER

26
DESCRIPTION OF THE NEW PREFERRED STOCK

33
BOOK-ENTRY ISSUANCE

40
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

42
NOTICES TO CERTAIN NON-U.S. HOLDERS

50
LEGAL MATTERS

53
EXPERTS

53

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WHERE YOU CAN FIND MORE INFORMATION
General Electric Company ("GE") is subject to the informational requirements of the Exchange Act and files 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 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 SEC filings are also available to the public at no
charge 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 certain documents GE has 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. The information incorporated by reference is an important part of this prospectus.
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, from the date of this prospectus to the date that this offering is terminated or expires (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

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May 8, 2015 and August 7, 2015.

· Definitive Proxy Statement of GE on Schedule 14A filed on March 10, 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), October 16, 2015 (both), October 19, 2015, October 20,
2015, October 23, 2015, October 26, 2015, November 23, 2015, November 30, 2015, December 3, 2015 and December 17, 2015.
You should read this entire prospectus (including the information incorporated by reference) and any amendments or supplements carefully
before making your decision whether to participate in this exchange offer.
No person has been authorized to give any information or to make any representation other than those contained in this prospectus, and, if
given or made, any information or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer
to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made
under this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of GE since the date of this
prospectus.
Documents incorporated by reference herein are available, without charge, upon written or oral request to the information agent,
Georgeson Inc., at 480 Washington Blvd., 26th Floor, Jersey City, NJ 07310, by phone at (800) 676-0098 (toll-free for shareholders, banks,
and brokers) or (781) 575-2137 (all others outside the U.S.), or via e-mail at [email protected]. In order to receive timely delivery
of those materials, you must make your requests no later than five business days before expiration of the exchange offer, which date, for
the avoidance of doubt, shall be January 11, 2016, unless the exchange offer is extended or terminated.
Except as described above or elsewhere in this registration statement, no other information is incorporated by reference in this
prospectus (including, without limitation, information on our website).
QUESTIONS AND ANSWERS
The following are some questions that you, as a holder of Old Preferred Stock, may have about this exchange offer. We urge you to read
carefully the remainder of this prospectus because the information in this section does not provide all the information that may be important to you
with respect to the exchange offer and the issuance of the New Preferred Stock.
Q: Why are you conducting the exchange offer?
A: In connection with the previously announced and completed Reorganization (as defined herein), on December 3, 2015, we issued the Old
Preferred Stock to investors who previously held General Electric Capital Corporation's ("GECC") preferred stock. Based on investor feedback,
we are conducting this exchange offer pursuant to which holders of the Old Preferred Stock will have the option (but not the obligation) to
exchange their shares of Old Preferred Stock for shares of New Preferred Stock with new terms, together with, in the case of holders of Series A
Preferred Stock and Series B Preferred Stock, a cash payment. See "The Exchange Offer--Purpose of the Exchange Offer."
Q: What are the differences between the terms of the New Preferred Stock and the Old Preferred Stock?
A: The New Preferred Stock that we will issue you in exchange for your Old Preferred Stock will be identical to your Old Preferred Stock, except
that the dividend rates on the New Preferred Stock will be higher than the dividend rates on the Old Preferred Stock, and the first available
redemption date, which is also the date on which the Floating Rate Period commences, is earlier for the New Preferred Stock than for each series of
the Old Preferred Stock. See "The Exchange Offer--Comparison of Stockholder Rights."
Q: How do I tender my shares of Old Preferred Stock if I have made a written demand for appraisal rights?
A: If you have made or make a valid written demand for appraisal rights with respect to the GECC MergeCo Preferred Stock (as defined herein)
you held immediately prior to the Merger (as defined herein), your shares of Old Preferred Stock will be held on the books of Computershare, as
transfer agent, and not through The Depository Trust Company ("DTC"), as described below. Therefore, in order for your Old Preferred Stock to
be tendered, you or your registered holder must submit a letter of transmittal to Computershare, who is also acting as our exchange agent in
connection with this exchange offer. Upon consummation of the exchange offer, your ownership of shares of New Preferred Stock received in
exchange for your outstanding shares of Old Preferred Stock will be held through Computershare, as transfer agent. In order to have your shares of
New Preferred Stock held through DTC instead, you must contact the registered holder and instruct it to transfer your shares from Computershare
to DTC. If you participate in the exchange offer and we accept your outstanding shares of Old Preferred Stock in exchange for New Preferred
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Stock, you will, as a matter of Delaware law, effective upon our acceptance of your tendered shares of Old Preferred Stock and without any further
action on your part, relinquish any appraisal rights you may have under Delaware law with respect to any shares of GECC MergeCo Preferred
Stock you held immediately prior to the Merger in which the Old Preferred Stock was issued, and will have thereby automatically withdrawn any
outstanding demand for appraisal rights you have made or make with respect thereto. See "The Exchange Offer--Procedures for Tendering Old
Preferred Stock--Proper Execution and Delivery of Letters of Transmittal."
Q: How do I tender my shares of Old Preferred Stock that are held through DTC?
A: If you hold your shares of Old Preferred Stock through a financial institution (e.g., a broker, dealer, commercial bank, trust company or other
nominee) and you wish to participate in this exchange offer, you should, to the extent you have not already received instructions from them,
contact such financial institution and instruct them to tender your shares of Old Preferred Stock on your behalf. In this situation, do not complete
the letter of transmittal because such financial institution will effect such tender through DTC by electronically

2
transmitting your acceptance of the exchange offer through DTC's Automated Tender Offer Program ("ATOP"). Then, upon consummation of the
exchange offer, your ownership of shares of New Preferred Stock received in exchange for your outstanding shares of Old Preferred Stock will be
held through DTC. See "Summary--Procedures for Tendering Old Preferred Stock."
Q: Will I receive an accrued dividend payment?
A: Participating holders tendering Old Preferred Stock that we accept will receive a cash payment equivalent to a dividend accruing at the 5.00%
per annum fixed dividend rate of the New Preferred Stock from December 15, 2015 to the completion of the exchange offer (expected to be
January 20, 2016, unless the exchange offer is extended).
Q: What are the U.S. federal income tax consequences of participating in the exchange offer?
A: Except to the limited extent described in detail under the heading "Material U.S. Federal Income Tax Consequences--U.S. Holders--The
Exchange Offer," you will generally not recognize income, gain or loss for U.S. federal income tax purposes in connection with the exchange
offer, other than the recognition of gain, but not loss, up to the amount of cash received in exchange for your Old Preferred Stock.
The material U.S. federal income tax consequences of participating in the exchange offer 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 participating in the exchange offer.

3
SUMMARY
This summary highlights important information contained elsewhere in this prospectus. You should carefully read this prospectus and
the documents incorporated by reference to understand fully our business and the terms of our Preferred Stock as well as the tax and other
considerations that are important to you in making your investment decision. You should consider carefully the "Risk Factors" section
beginning on page 17 of this prospectus to determine whether an investment in the New Preferred Stock is appropriate for you. Unless the
context otherwise requires, references in this prospectus to "GE," the "Company," "we," "us" and "our" refer to General Electric
Company and its subsidiaries. For further information about us, see "Where You Can Find More Information."
Company Overview
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.
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Old Preferred Stock
Issuance
On December 3, 2015, in connection with our previously announced plan, which we refer to as the "GE Capital Exit Plan," to sell
most of the assets of GECC and the related internal realignment and reorganization of GECC's businesses (the "Reorganization"), we issued,
through a series of transactions in connection with the Reorganization, the Old Preferred Stock to investors who previously held GECC's
preferred stock. The Old Preferred Stock is not listed for trading on any stock exchange or available for quotation on any national quotation
system. As of the date hereof, there are 2,777,625 shares of Series A issued and outstanding, 2,072,525 shares of Series B issued and
outstanding and 1,094,100 shares of Series C issued and outstanding.
First Dividend Payment
On December 15, 2015, we paid a dividend on the Old Preferred Stock, to the holders of record thereof as of December 3, 2015, in the
amounts of $1.33 per share (with respect to Series A), $1.37 per share (with respect to Series B) and $1.40 per share (with respect to Series C).
Dividends on the New Preferred Stock accrue from the date of completion of the exchange offer (expected to be January 20, 2016, unless the
exchange offer is extended). Participating holders tendering Old Preferred Stock that we accept will receive a cash payment equivalent to a
dividend accruing at the 5.00% per annum fixed dividend rate of the New Preferred Stock from December 15, 2015 to the completion of the
exchange offer.
Trading Market and Price
As of the date hereof, there are 2,777,625 shares of the Series A issued and outstanding, 2,072,525 shares of the Series B issued and
outstanding and 1,094,100 shares of the Series C issued and outstanding. The market price of the Old Preferred Stock is subject to fluctuation.
The Old Preferred Stock is not listed for trading on any

4
stock exchange or available for quotation on any national quotation system. The following table describes the per share range of high and low
over-the-counter sales prices, as reported by the Trade Reporting and Compliance Engine (a vehicle that facilitates the mandatory reporting of
over the counter secondary market transactions in eligible fixed income securities) ("TRACE"), for each series of Old Preferred Stock from
December 3, 2015, the date of issuance, through December 30, 2015.

Reported TRACE Sales
Prices for Old

Preferred Stock(1)

High

Low

Series A

$102.400
$86.378
Series B

$103.150
$86.872
Series C

$102.000
$85.900

(1)
Reported sale prices include retail trades of small share amounts and may also reflect cash amounts offered as consideration in the
exchange offer, and no representation is made that individual reported sale prices represent established market values.
Recent Transactions in Old Preferred Stock
Based on the information available to GE as of the date hereof, the following table sets forth the transactions in Old Preferred Stock by
GE and directors and executive officers of GE since December 3, 2015, the date of issuance of the Old Preferred Stock:

Number and Type
Price per
Type of
Name

Transaction Date

of Securities

Share
Transaction
Douglas A. Warner III
December 3, 2015
1,851 shares of Old

--
Receipt of shares of Old
Preferred Stock, Series A,
Preferred Stock, pursuant to
$1.00 par value per share,
the Merger, for 15 shares of
with a liquidation preference
GECC MergeCo Preferred
of $1,000 per share
Stock, Series A, $0.01 par
value per share, with a
liquidation preference of
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$100,000 per share
Comparison of Stockholder Rights
The New Preferred Stock that we will issue you in exchange for your Old Preferred Stock will be identical to your Old Preferred Stock,
except that the dividend rates on the New Preferred Stock will be higher than the dividend rates on the Old Preferred Stock, and the first
available redemption date, which is also the date on which the Floating Rate Period commences, is earlier for the New Preferred Stock than for
each series of the Old Preferred Stock.

5
SUMMARY OF THE EXCHANGE OFFER
We are offering to exchange shares of our New Preferred Stock for all outstanding shares of Old Preferred Stock, on a one-for-one basis,
together with, in the case of holders of Series A Preferred Stock and Series B Preferred Stock, a cash payment. In order to exchange your
outstanding shares of Old Preferred Stock, such shares must be validly tendered (and not validly withdrawn) and accepted by us.

Exchange Offer
We are offering to exchange, on a one-for-one basis, up to 5,944,250 shares of our
5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D for:

(i)
2,777,625 Shares of 4.00% Fixed-to-Floating Rate Non-Cumulative Perpetual

Preferred Stock, Series A,

(ii)
2,072,525 Shares of 4.10% Fixed-to-Floating Rate Non-Cumulative Perpetual

Preferred Stock, Series B, and

(iii) 1,094,100 Shares of 4.20% Fixed-to-Floating Rate Non-Cumulative Perpetual

Preferred Stock, Series C.

In addition, we will pay each holder of the Series A Preferred Stock a cash payment of
$10.00 per share of Series A Preferred Stock that is validly tendered (and not validly
withdrawn) by such holder and accepted in the exchange offer and each holder of the

Series B Preferred Stock a cash payment of $5.00 per share of Series B Preferred Stock
that is validly tendered (and not validly withdrawn) by such holder and accepted in the
exchange offer.

Participating holders tendering Old Preferred Stock that we accept will also receive a
cash payment equivalent to a dividend accruing at the 5.00% per annum fixed dividend
rate of the New Preferred Stock from December 15, 2015 to the completion of the
exchange offer.

The cash payments referenced in the paragraphs above will be funded from cash on

hand, in an aggregate amount of up to approximately $67.0 million.

There is no record date for participating in this exchange offer.

Expiration Date
This exchange offer will expire at 12:00 midnight, New York City time, at the end of
the day on January 19, 2016, unless we decide to extend it.

Conditions to the Exchange Offer
We will complete this exchange offer only if:

· there has been no material change or development, which, in our reasonable

judgment, would materially impair our ability to consummate the exchange offer,

· there is no change in the laws and regulations which would impair our ability to

proceed with this exchange offer,

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· the registration statement (of which this prospectus forms a part) is declared

effective by the SEC and there is no stop order issued by the SEC suspending the
effectiveness thereof,

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· there is no litigation or threatened litigation which would impair our ability to

proceed with this exchange offer, and

· we obtain any governmental approvals which, in our reasonable judgment, are

necessary to complete this exchange offer.

There is no minimum tender or acceptance condition for this exchange offer.

Please refer to the section in this prospectus entitled "The Exchange Offer--Conditions

to the Exchange Offer."

Appraisal Rights
If you participate in the exchange offer and we accept your outstanding shares of Old
Preferred Stock in exchange for New Preferred Stock, you will, as a matter of Delaware
law, effective upon our acceptance of your tendered shares of Old Preferred Stock and
without any further action on your part, relinquish any appraisal rights you may have
under Section 262 of the General Corporation Law of the State of Delaware (the
"DGCL") with respect to any shares of preferred stock ("GECC MergeCo Preferred
Stock") of GE Capital Sub 3, Inc. ("GECC MergeCo") you held immediately prior to
the merger (the "Merger") on December 3, 2015 in which the Old Preferred Stock was
issued, and will have thereby automatically withdrawn any outstanding demand for
appraisal rights you have made or make with respect thereto.

Please refer to the sections of this prospectus entitled "The Exchange Offer--Procedure

for Tendering Old Preferred Stock--Proper Execution and Delivery of Letters of
Transmittal."

Procedures for Tendering Old Preferred Stock
To participate in this exchange offer, you must tender your outstanding shares of Old
Preferred Stock by following the procedures described in this prospectus. If you are a
beneficial owner of Old Preferred Stock that is registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and you wish to tender your
Old Preferred Stock in the exchange offer, you should contact the registered holder
promptly and instruct that person to tender on your behalf. In this situation, contact the
institution through which you hold your shares if you have not yet received instructions.

Shares held through DTC
If your shares of Old Preferred Stock are held in book-entry form through the facilities

of DTC, they must be tendered through DTC by your relevant DTC participant, who
(Shares of Old Preferred Stock of holders thereof
must electronically transmit your acceptance of the exchange offer through DTC's
who made a valid written demand for appraisal
ATOP system, for which the exchange offer will be eligible. Then, upon consummation
rights with respect to GECC MergeCo Preferred
of the exchange offer, your ownership of shares of New Preferred Stock received in
Stock are held through Computershare, not DTC
exchange for your outstanding shares of Old Preferred Stock will also be held in book-
or otherwise.)

entry form through the facilities of DTC.

7
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Shares held through Computershare

If you have made or make a valid written demand for appraisal rights with respect to the
(Shares of Old Preferred Stock of holders thereof
GECC MergeCo Preferred Stock you held immediately prior to the Merger, your shares
who made a valid written demand for appraisal
of Old Preferred Stock will be held on the books of Computershare, as transfer agent,
rights with respect to GECC MergeCo Preferred
and not
Stock are held through Computershare, not DTC
through DTC. Therefore, in order for your Old Preferred Stock to be tendered, you or
or otherwise.)
your registered holder must submit a letter of transmittal to Computershare, who is also
acting as our exchange agent in connection with this exchange offer. Upon
consummation of the exchange offer, your ownership of shares of New Preferred Stock
received in exchange for your outstanding shares of Old Preferred Stock will be held
through Computershare, as transfer agent. In order to have your shares of New Preferred
Stock held through DTC instead, you must contact the registered holder and instruct
them to transfer your shares from Computershare to DTC. Contact information for
Computershare may be found under "The Exchange Offer--Exchange Agent" and on

the back cover of this prospectus.

The completion, execution and delivery of the letter of transmittal or the electronic
transmittal through ATOP will, in each case, constitute acknowledgement and
agreement that you are bound by the terms of the letter of transmittal and we may
enforce the terms and conditions contained in the letter of transmittal against you.

See "The Exchange Offer--Procedures for Tendering Old Preferred Stock--Proper

Execution and Delivery of Letters of Transmittal."

Withdrawal Rights
Shares of Old Preferred Stock tendered pursuant to the exchange offer may be
withdrawn at any time before 12:00 midnight, New York City time, at the end of the day
on the Expiration Date. Once GE accepts shares of Old Preferred Stock tendered
pursuant to the exchange offer, your tender is irrevocable. Unless GE has previously
accepted such shares pursuant to the exchange offer, such shares may also be withdrawn
at any time after the expiration of 40 business days from the commencement of the
exchange offer, which date shall be February 17, 2016. To withdraw, you must send a
written or facsimile transmission notice of withdrawal to Computershare, as exchange
agent, at its address indicated under "The Exchange Offer--Exchange Agent" before
12:00 midnight, New York City time, at the end of the day on the Expiration Date.

Acceptance of Old Preferred Stock and Delivery ofWe will accept any and all outstanding shares of Old Preferred Stock that are properly
New Preferred Stock
tendered in this exchange offer on or before 12:00 midnight, New York City time, at the
end of the day on the Expiration Date, if all the conditions to the completion of this
exchange offer are satisfied or waived. We will deliver New Preferred Stock to you
promptly after the Expiration Date and acceptance of your Old

8
Preferred Stock for New Preferred Stock. Please refer to the section in this prospectus
entitled "The Exchange Offer--Acceptance of Old Preferred Stock for Exchange;

Delivery of New Preferred Stock." We will return any Old Preferred Stock that we do
not accept for exchange to you, without expense, promptly after the Expiration Date.

Tax Consequences
Except to the limited extent described in detail under the heading "Material U.S. Federal
Income Tax Consequences--U.S. Holders--The Exchange Offer," you will generally
not recognize income, gain or loss for U.S. federal income tax purposes in connection
with the exchange offer, other than the recognition of gain, but not loss, up to the
amount of cash received in exchange for your Old Preferred Stock. For a discussion of
the tax consequences relating to the exchange offer and to the ownership and disposition
of the New Preferred Stock, see "Material U.S. Federal Income Tax Consequences" in
this prospectus.
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Dealer Manager
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Exchange Agent
Computershare Inc. and its wholly owned subsidiary Computershare Trust Company,
N.A. (together, "Computershare") is serving as the exchange agent in the exchange
offer.

Information Agent
Georgeson Inc. is serving as the information agent for the exchange offer.

Fees and Expenses
We will pay all expenses related to this exchange offer. Please refer to the section of this
prospectus entitled "The Exchange Offer--Fees and Expenses."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the New Preferred Stock.

Consequences to Holders Who Do Not Participate If you do not participate in this exchange offer, the trading market for your Old
in the Exchange Offer
Preferred Stock will become more limited to the extent other holders of Old Preferred
Stock participate in the exchange offer.

9
SUMMARY OF TERMS OF NEW PREFERRED STOCK
The following summary of the terms of the New Preferred Stock is not intended to be complete. For a more detailed description of the
terms of the New Preferred Stock, see "Description of the New Preferred Stock."

Issuer
General Electric Company

New Preferred Stock
In connection with this exchange offer, we are issuing up to 5,944,250 shares of our
5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D,
$1.00 par value, with a liquidation preference of $1,000 per share.

Exchange Ratio
Holders of Old Preferred Stock who participate in this exchange offer will be entitled to
receive one share of New Preferred Stock for each outstanding share of Old Preferred
Stock accepted in the exchange offer. In addition, we will pay each holder of the Series
A Preferred Stock a cash payment of $10.00 per share of Series A Preferred Stock that is
validly tendered (and not validly withdrawn) by such holder and accepted in the
exchange offer and each holder of the Series B Preferred Stock a cash payment of $5.00
per share of Series B Preferred Stock that is validly tendered (and not validly
withdrawn) by such holder and accepted in the exchange offer.

Comparison to Old Preferred Stock
The New Preferred Stock that we will issue you in exchange for your Old Preferred
Stock will be identical to your Old Preferred Stock, except that the dividend rates on the
New Preferred Stock will be higher than the dividend rates on the Old Preferred Stock,
and the first available redemption date, which is also the date on which the Floating Rate
Period commences, is earlier for the New Preferred Stock than for each series of the Old
Preferred Stock.

Dividends
We will pay, to the extent of lawfully available funds, dividends based on the
liquidation preference of the New Preferred Stock, when, as and if declared by our
Board (or a duly authorized committee thereof) (1) from and including the date of
completion of the exchange offer (expected to be January 20, 2016, unless the exchange
offer is extended) to, but excluding, January 21, 2021 (the "Fixed Rate Period"), at a
rate of 5.00% per annum, payable semi-annually, in arrears, except that the final
dividend payment with respect to the Fixed Rate Period will be payable on January 21,
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2021, and (2) from and including January 21, 2021 to, but not including, the redemption
date of the New Preferred Stock, if any (the "Floating Rate Period"), at a floating rate
equal to three-month LIBOR plus a spread of 3.33% per annum, payable quarterly, in
arrears (each such rate, a "Dividend Rate"). See also "Dividend Payment Dates." The
initial dividend period during the Floating Rate Period will be from January 21, 2021 to,
but excluding, March 15, 2021.

Other Dividend Terms
Dividends on 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 the New Preferred Stock in respect of a dividend period, then no dividend
shall be deemed to

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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 the New
Preferred Stock, on any other series of the Preferred Stock or on any other series of our
preferred stock or common stock, or upon a redemption in whole or in part of the New
Preferred Stock.

References to the "accrual" (or similar terms) of dividends in this prospectus 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 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,

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