GE Announces Launch of Debt Tender Offers

GE Announces Tender Offers to Purchase: (1) up to $7,000,000,000 Aggregate Principal Amount (U.S. Dollar Equivalent) of the Securities Listed in Table I Below, (2) up to $7,500,000,000 Aggregate Principal Amount (U.S. Dollar Equivalent) of the Securities Listed in Table II Below, and (3) up to $8,500,000,000 Aggregate Principal Amount (U.S. Dollar Equivalent) of the Securities Listed in Table III Below

• GE using proceeds from recently closed AerCap GECAS transaction to reduce debt
• Expect to achieve more than $75 billion of gross debt reduction since 2018 and remain committed to reducing leverage over time

BOSTON–(BUSINESS WIRE)–GE (NYSE:GE) announces for its own account (including as successor of General Electric Capital Corporation and General Electric Capital Services Inc. and on behalf of GE Capital International Funding Company Unlimited Company (formerly GE Capital International Funding Company), GE Capital European Funding Unlimited Company (formerly GE Capital European Funding), GE Capital UK Funding Unlimited Company (formerly GE Capital UK Funding), GE Capital Funding, LLC, and Security Capital Group Incorporated (for its own account and as successor of SUSA Partnership, L.P.) (collectively, the “Subsidiary Issuers”) an offer to purchase for cash:

• up to $7,000,000,000 (as converted on the basis set forth herein) (the “Pool One Maximum Amount”) aggregate principal amount of the Pool One Securities (such offer to purchase, the “Pool One Tender Offer”), issued by GE or an affiliate (and assumed or guaranteed by GE);

• up to $7,500,000,000 (as converted on the basis set forth herein) (the “Pool Two Maximum Amount”) aggregate principal amount of the Pool Two Securities (such offer to purchase, the “Pool Two Tender Offer”), issued by GE or an affiliate (and assumed or guaranteed by GE); and

• up to $8,500,000,000 (as converted on the basis set forth herein) (the “Pool Three Maximum Amount” and together with the Pool One Maximum Amount and the Pool Two Maximum Amount, the “Maximum Amounts” and each, a “Maximum Amount”) aggregate principal amount of the Pool Three Securities (such offer to purchase, the “Pool Three Tender Offer” and, together with the Pool One Tender Offer and the Pool Two Tender Offer, the “Tender Offers” and each, a “Tender Offer”), issued by GE or an affiliate (and assumed or guaranteed by GE).

* Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.

** Listed on the New York Stock Exchange.

*** Admitted to trading on the Regulated Market of the London Stock Exchange.

**** Admitted to trading on the Regulated Market of Euronext Dublin.

***** Admitted to trading on the Regulated Market of the London Stock Exchange and the Luxembourg Stock Exchange.

****** Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and Euronext Dublin.

† Originally issued by General Electric Capital Corporation.

†† Issued by GE Capital European Funding Company Unlimited Company (formerly known as GE Capital European Funding).

††† Issued by GE Capital UK Funding Company Unlimited Company (formerly known as GE Capital UK Funding).

†††† Issued by GE Capital Funding, LLC.

††††† Issued by GE Capital International Funding Company Unlimited Company (formerly known as GE Capital International Funding Company).

†††††† Issued by Security Capital Group Incorporated (as successor to SUSA Partnership, L.P.).

††††††† Issued by Security Capital Group Incorporated.

†††††††† Originally issued by General Electric Capital Services, Inc.

(1) Per $1,000, £1,000 or €1,000 principal amount.

(2) The Total Consideration payable for each series of Fixed Spread Securities will be at a price per $1,000, £1,000 or €1,000 principal amount of such series of Fixed Spread Securities validly tendered on or prior to the Early Participation Date and accepted for purchase by us, which is calculated using the applicable Fixed Spread, and when calculated in such a manner already includes the applicable Early Participation Amount. In addition, holders whose Securities are accepted for purchase will also receive any Accrued Interest on such Securities. Holders of Securities that are validly tendered after the Early Participation Date and at or before the Expiration Date and accepted for purchase will receive only the applicable Late Tender Offer Consideration, which does not include the applicable Early Participation Amount, together with any Accrued Interest on such Securities.

(3) The Total Consideration payable for each series of Fixed Price Securities will be at a fixed price per $1,000, £1,000 or €1,000 principal amount of such series of Fixed Price Securities validly tendered on or prior to the Early Participation Date and accepted for purchase by us, as set forth above. In addition, holders whose Securities are accepted for purchase will also receive any Accrued Interest on such Securities. Holders of Securities that are validly tendered after the Early Participation Date and at or before the Expiration Date and accepted for purchase will receive only the applicable Late Tender Offer Consideration, which does not include the applicable Early Participation Amount, together with any Accrued Interest on such Securities.

Each Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated 10 Novembre 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

Copies of the Offer to Purchase are available from the Information and Tender Agent as set out below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase. All documentation relating to the Offer to Purchase, together with any updates will be available via the Offer Website: www.dfking.com/ge.

Timetable for the Tender Offers

Purpose of the Tender Offers

The purpose of the Tender Offers is to purchase certain outstanding debt issued or assumed by GE or issued by a Subsidiary Issuer and to reduce our leverage consistent with our previously announced plans. Securities that are accepted in the Tender Offers will be purchased, retired and cancelled and will no longer remain outstanding obligations of GE or any affiliate of GE.

Details of the Tender Offers

Each Tender Offer will expire at 11:59 p.m., New York City time, on 9 Dicembre 2021, unless extended or earlier terminated by GE in respect of any of the Tender Offers in its sole and absolute discretion (such date and time, as the same may be extended in respect of any of the Tender Offers, the “Expiration Date”). Securities tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on 24 Novembre 2021, unless extended by GE in its sole and absolute discretion (such date and time, as the same may be extended with respect to any of the Tender Offers, the “Withdrawal Date”), but not thereafter.

Securities validly tendered and not validly withdrawn pursuant to each Tender Offer and accepted for purchase will be accepted in accordance with the applicable acceptance priority levels set forth in Table I, Table II or Table III above, as applicable (the “Acceptance Priority Levels”), and may be subject to proration, all as more fully described herein and in the Offer to Purchase.

A separate instruction must be submitted for each beneficial owner of Securities due to possible proration.

Holders (the “Holders”) of the Securities that are validly tendered at or before 5:00 p.m., New York City time, on 24 Novembre 2021, unless extended by GE in respect of any of the Tender Offers (such date and time, as the same may be extended with respect to any of the Tender Offers, the applicable “Early Participation Date”), and not subsequently validly withdrawn, and accepted for purchase will receive the applicable Total Consideration (as defined below) for their Securities, which includes the applicable early participation amount for the applicable series of Securities set forth in Table I, Table II or Table III above, as applicable (the applicable “Early Participation Amount”), together with any accrued and unpaid interest on the Securities from, and including, the most recent interest payment date prior to the applicable Payment Date up to, but not including, the applicable Payment Date (“Accrued Interest”). Holders validly tendering their Securities after the applicable Early Participation Date but before the applicable Expiration Date will only be eligible to receive the applicable “Late Tender Offer Consideration,” which is equal to the applicable Total Consideration minus the applicable Early Participation Amount, together with any Accrued Interest.

Each Tender Offer is subject to certain conditions. Subject to GE’s right to terminate any of the Tender Offers, and subject to the applicable Maximum Amount, the applicable Acceptance Priority Levels and proration, GE will purchase (i) the Securities that have been validly tendered (and not subsequently validly withdrawn) at or before the applicable Early Participation Date, subject to all conditions to the applicable Tender Offer having been satisfied or waived by GE, promptly following the applicable Early Participation Date (the date of such purchase, which is expected to be the fourth business day following the applicable Early Participation Date, the “Early Payment Date”) and (ii) the Securities that have been validly tendered after the applicable Early Participation Date but at or before the applicable Expiration Date, subject to all conditions to the applicable Tender Offer having been satisfied or waived by GE, promptly following the applicable Expiration Date (the date of such purchase, which is expected to be the third business day following the applicable Expiration Date, the “Final Payment Date,” and together with the applicable Early Payment Date, each a “Payment Date”).

With respect to each Tender Offer, the Securities accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 19 being the lowest Acceptance Priority Level for the Pool One Tender Offer, with 1 being the highest Acceptance Priority Level and 19 being the lowest Acceptance Priority Level for the Pool Two Tender Offer and with 1 being the highest Acceptance Priority Level and 15 being the lowest Acceptance Priority Level for the Pool Three Tender Offer), subject to the limitations that (i) the aggregate principal amount of Securities to be accepted in the Pool One Tender Offer will not exceed the Pool One Maximum Amount, (ii) the aggregate principal amount of Securities to be accepted in the Pool Two Tender Offer will not exceed the Pool Two Maximum Amount and (iii) the aggregate principal amount of Securities to be accepted in the Pool Three Tender Offer will not exceed the Pool Three Maximum Amount.

With respect to each Tender Offer, Securities validly tendered and not validly withdrawn on or before the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities validly tendered and not validly withdrawn before the applicable Early Participation Date having a lower Acceptance Priority Level are accepted in such Tender Offer, and all Securities validly tendered after the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the applicable Early Participation Date having a lower Acceptance Priority Level are accepted in such Tender Offer, in each case subject to the applicable Maximum Amount. With respect to each Tender Offer, Securities validly tendered and not validly withdrawn on or before the applicable Early Participation Date will be accepted for purchase in priority to other Securities tendered after the applicable Early Participation Date, even if such Securities tendered after the applicable Early Participation Date have a higher Acceptance Priority Level than Securities tendered on or before the applicable Early Participation Date. Furthermore, if the amount of Securities validly tendered and not validly withdrawn prior to or at the applicable Early Participation Date exceeds the applicable Maximum Amount, Holders who validly tender Securities in such Tender Offer after the applicable Early Participation Date will not have any of their Securities accepted for purchase regardless of the Acceptance Priority Level of such Securities unless GE increases the applicable Maximum Amount.

We reserve the right, but are not obligated, to (i) increase any Maximum Amount or (ii) decrease any Maximum Amount, in each case in our sole and absolute discretion and in accordance with applicable law. Any such increase or decrease may be made on the basis of Securities validly tendered through the Early Participation Date, and promptly announced on the business day immediately following the Early Participation Date. Any such increase or decrease may be made without extending the applicable Withdrawal Date or otherwise reinstating withdrawal rights, except as required by applicable law.

With respect to each Tender Offer, if, on the applicable Early Payment Date or the applicable Final Payment Date, there are sufficient remaining funds to purchase some, but not all, of the remaining tendered Securities in any Acceptance Priority Level for any Tender Offer without exceeding the applicable Maximum Amount for such Tender Offer, we will accept for payment such tendered Securities on a prorated basis, with the proration factor for such Acceptance Priority Level depending on the aggregate principal amount (converted into U.S. Dollars where applicable as described above) of Securities of such Acceptance Priority Level validly tendered.

The “Total Consideration” payable for each series of Fixed Spread Securities will be a price per $1,000, £1,000 or €1,000 principal amount of such series of Fixed Spread Securities equal to an amount, calculated in accordance with Schedule C-1, C-2 or C-3 to the Offer to Purchase, as applicable, that would reflect, as of the applicable Early Payment Date, a yield to the applicable maturity date of such series of Fixed Spread Securities equal to the sum (such sum being annualized in the case of the Fixed Spread Sterling Securities) of (i) the Reference Yield (as defined below) for such series, determined at 10:00 a.

Contacts

GE Investor Contact
Steve Winoker, 617.443.3400

swinoker@ge.com

GE Media Contact
Mary Kate Mullaney, 202.304.6514

Marykate.nevin@ge.com

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