Background of the Exchange Offer

Initial Public Offering

On August 5, 2014, Synchrony closed the IPO of 125 million shares of Synchrony common stock at a price to the public of $23.00 per share and on September 3, 2014, Synchrony issued an additional 3,493,756 shares of Synchrony common stock pursuant to an option granted to the underwriters in the IPO (the “Underwriters’ Option”). Synchrony received net proceeds from the IPO and the Underwriters’ Option of approximately $2.8 billion. Following the closing of the IPO and the Underwriters’ Option, GE beneficially owned, and currently beneficially owns, approximately, 84.6% of Synchrony’s common stock.

In addition, prior to the completion of the IPO, Synchrony and GE entered into certain agreements that provide a framework for Synchrony’s ongoing relationship with GE. The transactions to separate Synchrony from GE, including the distribution of remaining shares of common stock of Synchrony held by GE, as described here and elsewhere in this prospectus, are referred to, collectively, as the “separation.” For additional information regarding the separation transactions see Note 16 to Synchrony’s December 31, 2014 consolidated and combined financial statements and Synchrony’s Definitive Proxy Statement filed on April 6, 2015, both incorporated by reference in this prospectus. For additional information regarding Synchrony’s agreements with GE, see “Agreements Between GE and Synchrony and Other Related Party Transactions—Relationship with GE and GECC.”

Term Loan

On August 5, 2014, Synchrony borrowed the full amount under a new term loan facility (the “New Bank Term Loan Facility”) with third-party lenders that provided $8.0 billion principal amount of unsecured term loans maturing in 2019. Synchrony also repaid all of its existing related party debt owed to GECC, outstanding on the closing date of the IPO, which totaled $8.0 billion (of which $7.9 billion was outstanding at June 30, 2014), and borrowed the full amount under a new term loan facility (the “New GECC Term Loan Facility”) with GECC that provided $1.5 billion principal amount of unsecured term loan maturing in 2019. The New GECC Term Loan Facility was repaid in full as of March 5, 2015.

Senior Notes

On August 11, 2014, Synchrony issued a total of $3.6 billion principal amount of unsecured senior notes with various maturities ranging from 2017 through 2024, and used $0.6 billion of the net proceeds from this issuance to prepay, on a pro rata basis, outstanding principal amounts under the New GECC Term Loan Facility and the New Bank Term Loan Facility.

On February 2, 2015, Synchrony issued a total of $1.0 billion principal amount of unsecured senior notes which will mature on February 3, 2020, and used all of the net proceeds from this issuance to prepay, on a pro rata basis, outstanding principal amounts under the New GECC Term Loan Facility and the New Bank Term Loan Facility.

On July 23, 2015, Synchrony issued a total of $1.0 billion principal amount of unsecured senior notes which will mature on July 23, 2025, and used the net proceeds from this issuance to prepay $0.5 billion of the New Bank Term Loan Facility.

Steps Undertaken in connection with the Exchange Offer

Immediately prior to the consummation of the exchange offer, GE and certain of its subsidiaries, including GECFI, the current registered holder of GE’s shares of Synchrony common stock as of the date hereof, will undertake an internal reorganization designed to, among other things, move all of the shares of Synchrony common stock held by GECFI up to GE in order to facilitate consummation of the exchange offer.

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Reasons for the Exchange Offer

GE is pursuing the exchange offer with the goal of enhancing GE shareholder value and executing on its strategy of reducing the size of its financial businesses and focusing on its core industrial businesses. Further, separation is a necessary step toward the GE SLHC Deregistration.

Separation will allow Synchrony to operate as a stand-alone company and pursue a long-term strategy that is focused only on its own business objectives, without consideration of potentially conflicting GE or GECC priorities.

Neither GE nor Synchrony can assure that, following the exchange offer, any of these benefits will be realized to the extent anticipated or at all.

The following factors were considered by GE in making the determination to complete the separation by means of the exchange offer:

Effects of the Exchange Offer

Upon the completion of the exchange offer, Synchrony’s historical results will be shown in GE’s financial statements as discontinued operations, and, assuming the exchange offer is fully subscribed, in subsequent periods, GE’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Synchrony.

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Holders of GE common stock will be affected by the exchange offer as follows:

THE EXCHANGE OFFER

Terms of the Exchange Offer

General

GE is offering to exchange up to 705,270,833 shares of Synchrony common stock which are owned by GE for shares of GE common stock, at an exchange ratio to be calculated in the manner described below, on the terms and conditions and subject to the limitations described below and in the related letter of transmittal (including the instructions thereto), which are properly tendered by 12:00 midnight, New York City time, at the end of the day on November 16, 2015, unless the exchange offer is extended or terminated. The last day on which tenders will be accepted, whether on November 16, 2015 or any later date to which the exchange offer is extended, is referred to in this prospectus as the “expiration date.” You may tender all, some or none of your shares of GE common stock.

The number of shares of GE common stock that will be accepted if the exchange offer is completed will depend on the final exchange ratio and the number of shares of GE common stock validly tendered and not validly withdrawn. The maximum number of shares of GE common stock that will be accepted if the exchange offer is completed will be equal to the number of shares of Synchrony common stock held by GE divided by the final exchange ratio (which will be subject to the upper limit). GE’s obligation to complete the exchange offer is subject to important conditions that are described in the section entitled “—Conditions to Completion of the Exchange Offer.”

For each share of GE common stock that you tender in the exchange offer and do not validly withdraw, and that is accepted by GE, you will receive a number of shares of Synchrony common stock at a discount of approximately 7%, subject to an upper limit of 1.1308 shares of Synchrony common stock per share of GE common stock. Stated another way, subject to the upper limit described below, for each $100 of GE common stock accepted in the exchange offer, you will receive approximately $107.53 of shares of Synchrony common stock based on the Average GE Price and the Average Synchrony Price, as determined by GE.

The Average GE Price will be equal to the simple arithmetic average of the daily VWAPs of shares of GE common stock on the NYSE during the Averaging Period, as determined by GE, and the Average Synchrony Price will be equal to the simple arithmetic average of the daily VWAPs of shares of Synchrony common stock on the NYSE during the Averaging Period, as determined by GE, as more fully described below under “—Terms of the Exchange Offer—Pricing Mechanism.”

The daily VWAP for shares of GE common stock or Synchrony common stock, as the case may be, will be the volume-weighted average price per share of that stock on the NYSE during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported by Bloomberg L.P. as displayed under the heading Bloomberg VWAP on the Bloomberg pages “GE UN<Equity>AQR” with respect to GE common stock and “SYF UN<Equity>AQR” with respect to Synchrony common stock (or any other recognized quotation source selected by GE in its sole discretion if such pages are not available or are manifestly erroneous). The daily VWAPs obtained from Bloomberg L.P. may be different from other sources or investors’ or other security holders’ own calculations. GE will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final.

For purposes of the exchange offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m., New York City time, through 12:00 midnight, New York City time.

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Upper Limit

The number of shares of Synchrony common stock that you can receive is subject to an upper limit of 1.1308 shares of Synchrony common stock for each share of GE common stock accepted in the exchange offer. If the upper limit is in effect, you will receive less than $107.53 of Synchrony common stock for each $100 of GE common stock that you tender based on the Average GE Price and Average Synchrony Price, and you could receive much less. This upper limit represents a 15% discount for shares of Synchrony common stock based on the closing prices of shares of GE common stock and Synchrony common stock on October 16, 2015 (the trading day immediately preceding the date of the commencement of the exchange offer). GE set this upper limit to ensure that there would not be an unduly high number of shares of Synchrony common stock being exchanged for each share of GE common stock accepted in the exchange offer.

Pricing Mechanism

The terms of the exchange offer are designed to result in your receiving approximately $107.53 of shares of Synchrony common stock for each $100 of GE common stock tendered and accepted in the exchange offer based on the Average GE Price and the Average Synchrony Price determined as described above and subject to the upper limit. Regardless of the final exchange ratio, the terms of the exchange offer would always result in you receiving approximately $107.53 of Synchrony common stock for each $100 of GE common stock, based on the Average GE Price and the Average Synchrony Price, so long as the upper limit described above is not in effect.

To illustrate, the number of shares of Synchrony common stock you will receive for shares of GE common stock validly tendered and accepted in the exchange offer, and assuming no proration occurs, will be calculated as:

The following formula will be used to calculate the final exchange ratio:

The Average GE Price for purposes of the exchange offer will equal the simple arithmetic average of the daily VWAPs of shares of GE common stock on the NYSE during the Averaging Period of three consecutive trading days (currently expected to be November 10, 11 and 12, 2015) ending on and including the second trading day preceding the expiration date (currently expected to be November 16, 2015). The value of a share of Synchrony common stock for purposes of the exchange offer will equal the simple arithmetic average of the daily VWAPs of shares of Synchrony common stock on the NYSE during the Averaging Period.

The final exchange ratio, the daily VWAPs used to calculate the final exchange ratio, the Average GE Price and the Average Synchrony Price will each be rounded to four decimals.

To help illustrate the way these calculations work, below are two examples:

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A website will be maintained at www.edocumentview.com/GEexchange that provides indicative exchange ratios on each day of the exchange offer period prior to the announcement of the final exchange ratio. You may also contact the information agent at its toll-free number provided on the back cover of this prospectus to obtain this information.

Prior to the Averaging Period, commencing on the third trading day of the exchange offer, the website will also provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of GE common stock and Synchrony common stock on each day, calculated as though that day were the expiration date of the exchange offer, by 4:30 p.m., New York City time. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of GE common stock and Synchrony common stock for that day and the immediately preceding two trading days. The indicative exchange ratio will also reflect whether the upper limit would have been in effect had such day been the second trading day immediately preceding the expiration date of the exchange offer.

During the first two days of the Averaging Period, the website will provide indicative exchange ratios that will be calculated based on the Average GE Price and Average Synchrony Price, as calculated by GE based on data reported by Bloomberg L.P. (or any other recognized quotation source selected by GE in its sole discretion if such pages are not available or manifestly erroneous). The website will not provide an indicative exchange ratio on the third day of the Averaging Period. The indicative exchange ratios will be calculated as follows: (i) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the daily VWAPs of GE common stock and Synchrony common stock for that first day of the Averaging Period and (ii) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of GE common stock and Synchrony common stock for the first and second day of the Averaging Period. During the first two days of the Averaging Period, the indicative exchange ratios will be updated on the website each day by 4:30 p.m. New York City time. The final exchange ratio will be announced by press release and be available on the website by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration of the exchange offer (currently expected to be November 16, 2015).

Prior to and during the Averaging Period, the data based on which the VWAP is determined will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. In addition, the data used to derive the actual daily volume-weighted average prices during the elapsed portion of the day will reflect a 30-minute reporting and upload delay. The daily VWAPs, and the actual daily volume-weighted average prices during the elapsed portion of the day on each of the Averaging Dates as reported by Bloomberg L.P., may be different from other sources or investors’ or other security holders’ own calculations. GE will determine the simple arithmetic average of the VWAPs of each, and such determination will be final.

Final Exchange Ratio

The final exchange ratio that shows the number of shares of Synchrony common stock that you will receive for each share of GE common stock that you tendered and which is accepted in the exchange offer will be announced by press release and available at www.edocumentview.com/GEexchange no later than 9:00 a.m., New York City time, on the trading day (currently expected to be November 13, 2015) immediately preceding the expiration date (currently expected to be November 16, 2015). After that time, you may also contact the information agent to obtain the final exchange ratio at its toll-free number provided on the back cover of this prospectus.

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If a market disruption event occurs with respect to shares of GE common stock or Synchrony common stock on any day during the Averaging Period, the simple arithmetic average stock price of GE common stock and Synchrony common stock will be determined using the daily VWAPs of shares of GE common stock and Synchrony common stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, GE decides to extend the exchange offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs as specified above, GE may terminate the exchange offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the exchange offer. See “—Conditions to Completion of the Exchange Offer.”

A “market disruption event” with respect to either GE common stock or Synchrony common stock means a suspension, absence or material limitation of trading of such stock on the NYSE for more than two hours of trading or a breakdown or failure in the price and trade reporting systems of the NYSE as a result of which the reported trading prices for GE common stock or Synchrony common stock, as the case may be, during any half-hour trading period during the principal trading session in the NYSE are materially inaccurate, as determined by GE in its sole discretion, on the day with respect to which such determination is being made. For purposes of such determination: (i) a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the NYSE; and (ii) limitations pursuant to NYSE Rule 80A (or any applicable rule or regulation enacted or promulgated by the NYSE, any other self-regulatory organization or the SEC of similar scope as determined by GE) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading.

Since the exchange offer is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on the expiration date (currently expected to be November 16, 2015) and the final exchange ratio will be announced by 9:00 a.m., New York City time, on the trading day (currently expected to be November 13, 2015) immediately preceding the expiration date, you will be able to tender or withdraw your shares of GE common stock after the final exchange ratio is determined until the exchange offer has expired. For more information on tendering and withdrawing your shares, see “—Procedures for Tendering” and “—Withdrawal Rights.”

For the purposes of illustration, the table below indicates the number of shares of Synchrony common stock that you would receive per one share of GE common stock accepted in the exchange offer, calculated on the basis described under “—Terms of the Exchange Offer—Pricing Mechanism” and taking into account the upper limit, assuming a range of simple arithmetic averages of the daily VWAPs of shares of GE common stock and Synchrony common stock during the assumed Averaging Period. The first line of the table below shows the indicative Average GE Price and the indicative Average Synchrony Price and indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on October 16, based on the daily VWAPs of shares of GE common stock and Synchrony common stock on October 14, 15 and 16, 2015. The table also shows the effects of an increase or decrease in either or both the indicative Average GE Price and indicative Average Synchrony Price based on changes relative to the values as of October 16.

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If the trading price of shares of GE common stock were to increase during the last two trading days of the exchange offer period (currently expected to be November 13 and 16, 2015), the Average GE Price would likely be lower than the closing price of shares of GE common stock on the expiration date of the exchange offer. As a result, you may receive fewer shares of Synchrony common stock for each $100 of GE common stock that you validly tender and is accepted for exchange than you would have received if the Average GE Price were calculated on the basis of the closing price of shares of GE common stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the exchange offer. Similarly, if the trading price of Synchrony common stock were to decrease during the last two trading days of the exchange offer, the Average Synchrony Price would likely be higher than the closing price of shares of Synchrony common stock on the expiration date of the exchange offer. This could also result in your receiving fewer shares of Synchrony common stock for each $100 of GE common stock than you would otherwise receive if the Average Synchrony Price were calculated on the basis of the closing price of shares of Synchrony common stock on the expiration date or on the basis of an Averaging Period that includes the last two trading days of the exchange offer.

The number of shares of GE common stock accepted by GE in the exchange offer may be subject to proration. Depending on the number of shares of GE common stock validly tendered, and not validly withdrawn, and the final exchange ratio, determined as described above, GE may have to limit the number of shares of GE common stock that it accepts in the exchange offer through a proration process. Any proration of the number of shares accepted in the exchange offer will be determined on the basis of the proration mechanics described below under “—Proration; Odd-Lots.”

This prospectus and related documents are being sent to:

Proration; Odd-Lots

If, upon the expiration of the exchange offer, GE shareholders have validly tendered more shares of GE common stock than GE is able to accept for exchange, GE will accept for exchange the shares of GE common stock validly tendered and not validly withdrawn by each tendering shareholder on a pro rata basis, based on the proportion that the total number of shares of GE common stock to be accepted for exchange bears to the total number of shares of GE common stock validly tendered and not validly withdrawn (rounded to the nearest whole number of shares of GE common stock, and subject to any adjustment necessary to ensure the exchange of all shares of Synchrony common stock owned by GE), except for tenders of odd-lots, as described below.

Except as otherwise provided in this section, beneficial holders of less than 100 shares of GE common stock who validly tender all of their shares may elect not to be subject to proration if the exchange offer is

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oversubscribed. Beneficial holders of 100 or more shares of GE common stock, even those holders with separate stock certificates representing less than 100 shares, and those who own less than 100 shares but do not tender all of their shares are not eligible for this preference.

Any beneficial holder of less than 100 shares of GE common stock who wishes to tender all of the shares and not be subject to proration must check the box under “Proration/Odd Lot” on the letter of transmittal. If your odd-lot shares are held by a broker for your account, you can contact your broker and request the preferential treatment.

GE will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the business day following the expiration date of the exchange offer (currently expected to be November 16, 2015). Upon determining the number of shares of GE common stock validly tendered for exchange, GE will announce the final results, including the final proration factor, if any.

Any shares of GE common stock not accepted for exchange in the exchange offer as a result of proration will be returned to the tendering shareholder promptly after the expiration of the exchange offer in book-entry form to a direct registration account in the name of the registered holder maintained by GE’s transfer agent.

Fractional Shares

Fractional shares of Synchrony common stock will not be distributed in the exchange offer. The exchange agent, acting as agent for the GE shareholders otherwise entitled to receive fractional shares of Synchrony common stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of the shareholders. Any proceeds that the exchange agent realizes from that sale will be distributed, less any brokerage commissions or other fees, to each shareholder entitled thereto in accordance with the shareholder’s fractional interest in the aggregate number of shares sold. The distribution of fractional share proceeds will take longer than the distribution of shares of Synchrony common stock. As a result, shareholders will not receive fractional share proceeds at the same time they receive shares of Synchrony common stock.

None of GE, Synchrony, the exchange agent or any of the dealer managers or any other person will guarantee any minimum proceeds from the sale of fractional shares of Synchrony common stock. You will not receive any interest on any cash paid to you, even if there is a delay in making the payment. In addition, a shareholder who receives cash in lieu of a fractional share of Synchrony common stock will generally recognize capital gain or loss for U.S. federal income tax purposes on the receipt of the cash to the extent that the cash received exceeds the tax basis allocated to the fractional share. You are urged to read carefully the discussion in “Material U.S. Federal Income Tax Consequences” and to consult your own tax advisor regarding the consequences to you of the exchange offer.

Exchange of Shares of GE Common Stock

Upon the terms and subject to the conditions of the exchange offer (including, if the exchange offer is extended or amended, the terms and conditions of the extension or amendment), GE will accept for exchange, and will exchange, for shares of Synchrony common stock owned by GE, the shares of GE common stock validly tendered, and not validly withdrawn, prior to the expiration of the exchange offer, promptly after the expiration date of the exchange offer (currently expected to be November 16, 2015).

The exchange of shares of GE common stock tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

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For purposes of the exchange offer, GE will be deemed to have accepted for exchange, and thereby exchanged, shares of GE common stock validly tendered and not validly withdrawn if and when GE notifies the exchange agent of its acceptance of the tenders of those shares of GE common stock pursuant to the exchange offer.

On or prior to the time of consummation of the exchange offer, GE will irrevocably deliver to the exchange agent global certificates representing all of the shares of Synchrony common stock outstanding owned by it, with irrevocable instructions to hold the shares of Synchrony common stock in trust for GE shareholders whose shares of GE common stock are being accepted for exchange in the exchange offer. Synchrony common stock and/or cash in lieu of fractional shares will be transferred to GE shareholders whose shares of GE common stock are accepted in the exchange offer promptly after the expiration of the exchange offer. You will not receive any interest on any cash paid to you, even if there is a delay in making the payment.

Return of Shares of GE Common Stock

If shares of GE common stock are delivered and not accepted due to proration or a partial tender, (i) certificated shares of GE common stock that were delivered will be returned in uncertificated book-entry form to be credited in book-entry form in a direct registration account in the name of the applicable holder maintained by GE’s transfer agent, (ii) direct registration account shares of GE common stock that were delivered will be credited back to the applicable account in book-entry form and (iii) shares of GE common stock held through DTC will be credited back through DTC in book-entry form.

If you validly withdraw your shares of GE common stock or the exchange offer is not completed, (i) certificated shares of GE common stock that were delivered will be returned, (ii) direct registration account shares of GE common stock that were delivered will be credited back to the applicable account in book-entry form and (iii) shares of GE common stock held through DTC will be credited back through DTC in book-entry form.

Procedures for Tendering

Shares Held in Certificated Form. If you hold certificates representing shares of GE common stock, you must deliver to the exchange agent at an address listed on the letter of transmittal a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents, and the certificates representing the shares of GE common stock tendered.

Shares Held in Book-Entry Direct Registration System. If you hold Direct Registration Shares of GE common stock, you must deliver to the exchange agent at an address listed on the letter of transmittal a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents. Since certificates are not issued for Direct Registration Shares, you do not need to deliver any certificates representing those shares to the exchange agent.

Shares Held Through a Broker, Dealer, Commercial Bank, Trust Company, Custodian or Similar Institution. If you hold shares of GE common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should follow the instructions sent to you separately by that institution. In this case, you should not use a letter of transmittal to direct the tender of your shares of GE common stock. If that institution holds shares of GE common stock through DTC, it must notify DTC and cause it to transfer the shares into the exchange agent’s account in accordance with DTC’s procedures. The institution must also ensure that the exchange agent receives an agent’s message from DTC confirming the book-entry transfer of your shares of GE

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common stock. A tender by book-entry transfer will be completed upon receipt by the exchange agent of an agent’s message, confirmation of a book-entry transfer into the exchange agent’s account at DTC and any other required documents.

The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the shares of GE common stock which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto) and that GE may enforce that agreement against the participant.

The exchange agent will establish an account at DTC with respect to the shares of GE common stock for purposes of the exchange offer, and any eligible institution that is a participant in DTC may make book-entry delivery of shares of GE common stock by causing DTC to transfer such shares into the exchange agent’s account at DTC in accordance with DTC’s procedure for the transfer. Delivery of documents to DTC does not constitute delivery to the exchange agent .

General Instructions . Do not send letters of transmittal and certificates representing shares of GE common stock to GE, Synchrony, the dealer managers or the information agent. Letters of transmittal for shares of GE common stock and certificates representing shares of GE common stock should be sent to the exchange agent at an address listed on the letter of transmittal. Trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity who sign a letter of transmittal or any certificates or stock powers must indicate the capacity in which they are signing and must submit evidence of their power to act in that capacity unless waived by GE.

Whether you tender certificated shares of GE common stock by delivery of certificates or uncertificated Direct Registration Shares, the exchange agent must receive the letter of transmittal and any certificates representing your shares of GE common stock at the appropriate address set forth in the letter of transmittal prior to the expiration of the exchange offer. Note that for Direct Registration Shares, you do not need to deliver any certificates representing those shares because certificates are not issued for such shares. In the case of a book-entry transfer of shares of GE common stock through DTC, the exchange agent must receive the agent’s message and confirmation of a book-entry transfer into the exchange agent’s account at DTC prior to the expiration date of the exchange offer (currently expected to be November 16, 2015).

Letters of transmittal for shares of GE common stock and certificates representing shares of GE common stock must be received by the exchange agent. Please read carefully the instructions to the letter of transmittal you have been sent. You should contact the information agent if you have any questions regarding tendering your shares of GE common stock.

Signature Guarantees. Signatures on all letters of transmittal for shares of GE common stock must be guaranteed by a firm that is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being a “U.S. eligible institution”), except in cases in which shares of GE common stock are tendered either (1) by a registered shareholder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of shares of GE common stock) who has not completed the “Special Transfer Instructions” enclosed with the letter of transmittal or (2) for the account of a U.S. eligible institution.

If the certificates representing shares of GE common stock or Direct Registration Shares are registered in the name of a person other than the person who signs the letter of transmittal, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates or as reflected on the letter of transmittal accompanying the tender of Direct Registration Shares without alteration, enlargement or any change whatsoever, with the signature(s) on the certificates or stock powers guaranteed by an eligible institution.

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Guaranteed Delivery Procedures. If you wish to tender shares of GE common stock pursuant to the exchange offer but (1) your certificates are not immediately available, (2) the procedure for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach the exchange agent on or before the expiration date of the exchange offer, you may still tender your shares of GE common stock, so long as all of the following conditions are satisfied:

Registered shareholders (including any participant in DTC whose name appears on a security position listing of DTC as the owner of shares of GE common stock) may transmit the notice of guaranteed delivery by facsimile transmission or mail it to the exchange agent. If you hold shares of GE common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, that institution must submit any notice of guaranteed delivery on your behalf. You must, in all cases, obtain a Medallion guarantee, in the form set forth in the notice of guaranteed delivery.

Effect of Tenders. A tender of shares of GE common stock pursuant to any of the procedures described above will constitute your acceptance of the terms and conditions of the exchange offer as well as your representation and warranty to GE that (1) you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all other shares of GE common stock or other securities issued or issuable in respect of such shares); (2) when the same are accepted for exchange, GE will acquire good and unencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; (3) you have a net long position in the shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act as further explained below; (4) your participation in the exchange offer and tender of such shares complied with Rule 14e-4 and the applicable laws of both the jurisdiction where you received the materials relating to the exchange offer and the jurisdiction from which the tender is being made; and (5) for non-U.S. persons: you acknowledge that GE has advised you that it has not taken any action under the laws of any country outside the United States to facilitate a public offer to exchange GE common stock or Synchrony common stock in that country; that there may be restrictions that apply in other countries, including with respect to transactions in GE common stock or Synchrony common stock in your home country; that, if you are located outside the United States, your ability to tender GE common stock in the exchange offer will depend on whether there is an exemption available under the laws of your home country that would permit you to participate in the exchange offer without the need for GE or Synchrony to take any action to facilitate a public offering in that country or otherwise; that your participation in the exchange offer is made pursuant to and in compliance with the applicable laws in the jurisdiction in which you are resident or from which you are tendering your shares and in a manner that will not require GE or Synchrony to take any action to facilitate a public offering in that country or otherwise; and that GE will rely on your representations concerning the legality of your participation in the exchange offer in determining to accept any shares that you are tendering for exchange.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares of GE common stock for such person’s own account unless, at the time of tender, the person so tendering (1) has a

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net long position equal to or greater than the amount of (a) shares of GE common stock tendered or (b) other securities immediately convertible into or exchangeable or exercisable for the shares of GE common stock tendered and such person will acquire such shares for tender by conversion, exchange or exercise; and (2) will cause such shares to be delivered in accordance with the terms of this prospectus. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The exchange of shares of GE common stock tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of (a)(i) share certificates representing all tendered shares of GE common stock (other than Direct Registration Shares), in proper form for transfer or (ii) with respect to shares delivered by book-entry transfer through DTC, confirmation of a book-entry transfer of those shares of GE common stock in the exchange agent’s account at DTC; (b) a letter of transmittal for shares of GE common stock, properly completed and duly executed (including any signature guarantees that may be required), or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message; and (c) any other required documents.

Appointment of Attorneys-in-Fact and Proxies. By executing a letter of transmittal as set forth above, you irrevocably appoint GE’s designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your shares of GE common stock tendered and accepted for exchange by GE and with respect to any and all other shares of GE common stock and other securities issued or issuable in respect of the shares of GE common stock on or after the expiration of the exchange offer. That appointment is effective when and only to the extent that GE deposits the shares of Synchrony common stock for the shares of GE common stock that you have tendered with the exchange agent. All such proxies shall be considered coupled with an interest in the tendered shares of GE common stock and therefore shall not be revocable. Upon the effectiveness of such appointment, all prior proxies that you have given will be revoked and you may not give any subsequent proxies (and, if given, they will not be deemed effective). GE’s designees will, with respect to the shares of GE common stock for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper. GE reserves the right to require that, in order for shares of GE common stock to be deemed validly tendered, immediately upon GE’s acceptance for exchange of those shares of GE common stock, GE must be able to exercise full voting rights with respect to such shares.

Determination of Validity. GE will determine questions as to the form of documents (including notices of withdrawal) and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of GE common stock, in GE’s sole discretion, provided that GE may delegate such power in whole or in part to the exchange agent. GE reserves the absolute right to reject any and all tenders of shares of GE common stock that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. GE also reserves the absolute right to waive any of the conditions of the exchange offer (other than the conditions relating to the absence of an injunction and the effectiveness of the registration statement for Synchrony common stock to be distributed in the exchange offer), or any defect or irregularity in the tender of any shares of GE common stock. No tender of shares of GE common stock is valid until all defects and irregularities in tenders of shares of GE common stock have been cured or waived. None of GE, Synchrony, the dealer managers, the exchange agent, the information agent or any other person, nor any of their directors or officers, is under any duty to give notification of any defects or irregularities in the tender of any shares of GE common stock or will incur any liability for failure to give any such notification. GE’s determinations and interpretations of the terms and conditions of the exchange offer (including the letter of transmittal and instructions thereto) may be challenged in a court of competent jurisdiction.

Binding Agreement. The tender of shares of GE common stock pursuant to any of the procedures described above, together with GE’s acceptance for exchange of such shares pursuant to the procedures described above, will constitute a binding agreement between GE and you upon the terms of and subject to the conditions to the exchange offer.

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The method of delivery of share certificates of shares of GE common stock and all other required documents, including delivery through DTC, is at your option and risk, and the delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is recommended that you use registered mail with return receipt requested, properly insured. In all cases, you should allow sufficient time to ensure timely delivery.

Partial Tenders

If you tender fewer than all the shares of GE common stock evidenced by any share certificate you deliver to the exchange agent, then you must check the box labeled “Partial Tender” and fill in the number of shares that you are tendering in the space provided on the first page of the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part. In those cases, promptly after the expiration of the exchange offer (currently expected to be November 16, 2015), the exchange agent will credit the remainder of the shares of GE common stock that were evidenced by the certificate(s) but not tendered to a Direct Registration Share account in the name of the registered holder maintained by GE’s transfer agent, unless otherwise provided in “Special Transfer Instructions” or “Special Delivery Instructions” enclosed with the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part. Unless you indicate otherwise in your letter of transmittal, all GE common stock represented by share certificates you deliver to the exchange agent will be deemed to have been tendered. No share certificates are expected to be delivered to you, including in respect of any shares delivered to the exchange agent that were previously in certificated form.

Treatment of Shares of GE Common Stock Held Under a Savings Plan

Shares of GE common stock held for the account of participants in the ITI 401(k) Plan, Elano Profit Sharing Plan, Middle River Aircraft Systems Salaried Savings Plan, Middle River Aircraft Systems Hourly Savings Plan, Asset Management Plan For Affiliated GE Companies, GE Asset Maintenance Plan, Roper Employee Voluntary Stock Ownership Plan, Advanced Services, Inc. Employee Savings and Retirement Plan, GE Retirement Savings Plan, GE Puerto Rico Savings Plan for Salaried Employees, and all similar plans sponsored by GE or one of its affiliates (each a “Savings Plan” and collectively, the “Savings Plans”) are eligible for participation in the exchange offer. A Savings Plan participant may direct that all, some or none of the shares of GE common stock allocable to his or her Savings Plan account be exchanged, subject to the Savings Plan’s rules for participating in the exchange offer.

A Savings Plan’s rules may be different than those described in this prospectus (and may be different than those of other Savings Plans). For example, the process for submitting instructions to tender or withdraw the tender of Savings Plan shares may be different, and the deadlines for receipt of such instructions may be earlier than the expiration date of the exchange offer (including any extensions thereof) and prior to the announcement of the final exchange ratio. Savings Plan participants with less than 100 shares may not be able to opt out of proration in the event the exchange offer is oversubscribed. Proceeds from the exchange offer may be provided to Savings Plan participants in the form of units of the Savings Plan’s Synchrony stock fund that contain a cash component. Such units may be credited later than described in this prospectus and may not be subject to the treatment of fractional shares as described in this prospectus. A Savings Plan’s Synchrony stock fund may be provided only for a limited duration (e.g., 12 months or less), after which time investments in the fund would be liquidated to another investment option. Savings Plan participants may also face different risks due to these different rules.

Each Savings Plan’s rules are described in a separate notice, which will be made available to the applicable Savings Plan participants. Savings Plan participants should consult this additional notice together with this prospectus in deciding whether or not to participate in the exchange offer with respect to their Savings Plan shares.

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Lost or Destroyed Certificates

If your certificate(s) representing shares of GE common stock have been mutilated, destroyed, lost or stolen and you wish to tender your shares, you will need to provide the information required under the section entitled “Affidavit of Lost, Missing or Destroyed Certificate(s) and Agreement of Indemnity” included in the letter of transmittal. You will also need to pay a premium and service fee as calculated in the letter of transmittal to support the purchase of the blanket bond for your lost shares of GE common stock. Upon receipt of the completed applicable letter of transmittal (appropriately notarized) with the required information, the surety bond payment and the service fee, your shares of GE common stock will be included in the exchange offer, subject to acceptance by GE.

Withdrawal Rights

Shares of GE common 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 of the exchange offer (currently expected to be November 16, 2015) and, unless GE has previously accepted them pursuant to the exchange offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of the exchange offer. Once GE accepts shares of GE common stock pursuant to the exchange offer, your tender is irrevocable.

For a withdrawal of shares of GE common stock to be effective, the exchange agent must receive from you a written notice of withdrawal or facsimile transmission of notice of withdrawal, in the form of the notice of withdrawal provided by GE, at one of its addresses or fax numbers, respectively, set forth on the back cover of this prospectus, and your notice must include your name and the number of shares of GE common stock to be withdrawn, as well as the name of the registered holder, if it is different from that of the person who tendered those shares.

If certificates have been delivered or otherwise identified to the exchange agent, the name of the registered holder and the serial numbers of the particular certificates evidencing the shares of GE common stock must also be furnished to the exchange agent, as stated above, prior to the physical release of the certificates. If shares of GE common stock have been tendered pursuant to the procedures for book-entry tender through DTC discussed in the section entitled “—Procedures for Tendering,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with the procedures of DTC.

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult that institution on the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or facsimile notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, at the end of the day on the expiration date of the exchange offer. If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered shareholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent.

GE will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in its sole discretion. GE may delegate such power in whole or in part to the exchange agent. None of GE, Synchrony, any of the dealer managers, the exchange agent, the information agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any notification. Any such determinations may be challenged in a court of competent jurisdiction.

Any shares of GE common stock validly withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer.

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However, you may re-tender withdrawn shares of GE common stock by following one of the procedures discussed in the section entitled “—Procedures for Tendering” at any time prior to the expiration of the exchange offer (or pursuant to the instructions sent to you separately).

Withdrawing Your Shares After the Final Exchange Ratio Has Been Determined. Subject to any extension of the exchange offer period, the final exchange ratio will be available by 9:00 a.m., New York City time, on the trading day (currently expected to be November 13, 2015) immediately preceding the expiration date of the exchange offer (currently expected to be November 16, 2015). If you are a registered shareholder of GE common stock (which will include persons holding certificated shares or Direct Registration Shares) and you wish to withdraw your shares after the final exchange ratio has been determined, then you must deliver a written notice of withdrawal or facsimile transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the exchange offer, in the form of the notice of withdrawal provided by GE. Medallion guarantees will not be required for such withdrawal notices. If you hold GE common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, any notice of withdrawal must be delivered by that institution on your behalf. DTC is expected to remain open until 5:00 p.m., New York City time, and institutions may be able to process withdrawals through DTC during that time (although there is no assurance that will be the case). Once DTC has closed, if you beneficially own shares that were previously delivered through DTC, then in order to withdraw your shares the institution through which your shares are held must deliver a written notice of withdrawal or facsimile transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, at the end of the day on the expiration date of the exchange offer. Such notice of withdrawal must be in the form of DTC’s notice of withdrawal and must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures. Shares can be withdrawn only if the exchange agent receives a withdrawal notice directly from the relevant institution that tendered the shares through DTC. On the last day of the exchange offer, beneficial owners who cannot contact the institution through which they hold their shares will not be able to withdraw their shares.

Except for the withdrawal rights described above, any tender made under the exchange offer is irrevocable.

Delivery of Synchrony Common Stock; Book-Entry Accounts

Physical certificates representing shares of Synchrony common stock will not be issued pursuant to the exchange offer. Rather than issuing physical certificates for such shares to tendering shareholders, the exchange agent will cause shares of Synchrony common stock to be credited in book-entry form to direct registered accounts maintained by Synchrony’s transfer agent for the benefit of the respective holders (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders). Promptly following the crediting of shares to your respective direct registered account, you will receive a statement from Synchrony’s transfer agent evidencing your holdings, as well as general information on the book-entry form of ownership.

If shares of Synchrony common stock are to be issued to a person other than the signer of the letter of transmittal, a check is to be issued in the name of, and/or shares of GE common stock not tendered or not accepted for exchange in the exchange offer are to be issued or returned to, a person other than the signer of the letter of transmittal, or a check is to be mailed to a person other than the signer of the letter of transmittal or to an address other than that shown on the first page of the letter of transmittal, then the information in “Special Transfer Instructions” and “Special Delivery Instructions” enclosed with the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part will need to be completed. GE has no obligation pursuant to such instructions to transfer any such shares from the name of the registered holder(s) thereof if GE does not accept any such shares for exchange. If no such instructions are given, all such shares not accepted for exchange in the exchange offer will be credited in book-entry form to the registered holders in a direct registered account maintained by GE’s transfer agent.

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With respect to any shares tendered through DTC, a shareholder may request that shares not exchanged be credited to a different account maintained at DTC by providing the appropriate instructions pursuant to DTC’s applicable procedures. If no such instructions are given, all such shares of GE common stock not accepted will be returned by crediting the same account at DTC as the account from which such shares of GE common stock were delivered.

Extension; Amendment

Extension or Amendment by GE

GE expressly reserves the right, in its sole discretion, for any reason, to extend the period of time during which the exchange offer is open and thereby delay acceptance for exchange of, and the exchange for, any shares of GE common stock validly tendered and not validly withdrawn in the exchange offer. For example, the exchange offer can be extended if any of the conditions to completion of the exchange offer described in the next section entitled “—Conditions to Completion of the Exchange Offer” are not satisfied or, where permissible, waived prior to the expiration of the exchange offer.

GE expressly reserves the right, in its sole discretion, to amend the terms of the exchange offer in any respect prior to the expiration date of the exchange offer (currently expected to be November 16, 2015).

If GE materially changes the terms of or information concerning the exchange offer, it will extend the exchange offer to the extent required by applicable law. Generally speaking, an offer must remain open under SEC rules for a minimum of five business days from the date that notice of the material change is first given. The length of time will depend on the particular facts and circumstances giving rise to the extension.

As required by applicable law, the exchange offer will be extended so that it remains open for a minimum of ten business days following the applicable announcement if:

If GE extends the exchange offer, is delayed in accepting for exchange any shares of GE common stock or is unable to accept for exchange any shares of GE common stock under the exchange offer for any reason, then, without affecting GE’s rights under the exchange offer, the exchange agent may retain on GE’s behalf all shares of GE common stock tendered. These shares of GE common stock may not be withdrawn except as provided in the section entitled “—Withdrawal Rights.”

GE’s reservation of the right to delay acceptance of any shares of GE common stock is subject to applicable law, which requires that GE pay the consideration offered or return the shares of GE common stock deposited promptly after the termination or withdrawal of the exchange offer.

GE will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following any extension, amendment, non-acceptance or termination of the previously scheduled expiration date of the exchange offer.

Method of Public Announcement. Subject to applicable law (including Rules 13e-4(d), 13e-4(e)(3) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the exchange offer be promptly disclosed to stockholders in a manner reasonably designed to inform them of the change) and without limiting the manner in which GE may choose to make any public announcement, GE assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service or the Public Relations Newswire.

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Conditions to Completion of the Exchange Offer

GE will not be required to complete the exchange offer and may terminate the exchange offer unless at least 634,743,750 shares of Synchrony common stock would be distributed in exchange for shares of GE common stock that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. This number of shares of Synchrony common stock represents 90% of the outstanding shares of Synchrony common stock held by GE as of October 16, 2015. GE may waive any or all of the conditions to the exchange offer, subject to limited exceptions. Synchrony has no right to waive any of the conditions to the exchange offer.

In addition, GE will not be required to accept shares for exchange and may extend, terminate or amend the exchange offer if:

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If any of the above events occurs and exists at the scheduled expiration date, GE may:

These conditions are for the sole benefit of GE. Except as described in the immediately preceding bullet point, GE may waive any condition in whole or in part at any time in its sole discretion, subject to applicable law. GE’s failure to exercise its rights under any of the above conditions does not represent a waiver of these rights. Each right is an ongoing right which may be asserted by GE at any time. However, all conditions to completion of the exchange offer must be satisfied or, where permissible, waived by GE before the expiration of the exchange offer. Any determination or interpretation by GE concerning the conditions described above may be challenged in a court of competent jurisdiction.

If a stop order issued by the SEC is in effect with respect to the registration statement of which this prospectus forms a part, GE will not accept any shares of GE common stock tendered and will not exchange shares of Synchrony common stock for any shares of GE common stock.

Fees and Expenses

GE has retained Goldman, Sachs & Co., a lead dealer manager, J.P. Morgan Securities LLC, a lead dealer manager, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC to act as dealer managers, Academy Securities, Inc., Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Mischler Financial Group, Inc., Samuel A. Ramirez & Company, Inc. and The Williams Capital Group, L.P. to act as co-advisors, Georgeson Inc. to act as the information agent and Computershare Trust Company, N.A. to act as the exchange agent in connection with the exchange offer.

The dealer managers, co-advisors, the information agent and the exchange agent each will receive reasonable compensation for their respective services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against specified liabilities in connection with their services, including liabilities under the federal securities laws.

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Each of the dealer managers and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the dealer managers, the co-advisors and their respective affiliates have provided, and may in the future provide, a variety of these services to GE and Synchrony and their respective affiliates for which they received or will receive customary fees and expenses. For example, certain of the dealer managers, the co-advisors and/or their respective affiliates are also lenders and, in some cases, agents or managers for the lenders under the New Bank Term Loan Facility. In addition, certain of the dealer managers and the co-advisors were also underwriters in the IPO which closed on August 5, 2014. Certain dealer managers, the co-advisors and/or their respective affiliates have also received, and may in the future receive, customary fees and reimbursement of expenses as underwriters of securities offered by Synchrony, certain of Synchrony’s securitization trusts, GE and certain of GE’s affiliates from time to time. Certain dealer managers, the co-advisors and/or their respective affiliates are also lenders to certain of Synchrony’s securitization trusts. In the ordinary course of their respective trading and brokerage activities, each of the dealer managers, the co-advisors and certain of their respective affiliates may from time to time hold positions of GE common stock and Synchrony common stock in their respective proprietary accounts or those of their respective customers, and to the extent they hold shares of GE common stock in these accounts at the time of the exchange offer, each of the dealer managers, the co-advisors and/or certain of their respective affiliates may tender these shares. For the purposes of U.S. securities laws, GE will be deemed to be an underwriter of the shares of Synchrony common stock issued in the exchange offer.

Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions

Although GE will deliver this prospectus to its shareholders to the extent required by U.S. law, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of GE common stock or Synchrony common stock in any jurisdiction in which such offer, sale or exchange is not permitted.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. GE has not taken any action under those non-U.S. regulations to facilitate a public offer to exchange GE common stock or Synchrony common stock outside the United States but may take steps to facilitate such tenders. Therefore, the ability of any non-U.S. person to tender GE common stock in the exchange offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the exchange offer without the need for GE or Synchrony to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

All tendering holders must make certain representations in the letter of transmittal, including (in the case of non-U.S. holders) as to their status and that an exemption under their home country laws that would allow them to participate in the exchange offer without the need for GE or Synchrony to take any action to facilitate a public offering in that country or otherwise. GE will rely on those representations and, unless the exchange offer is terminated, plans to accept shares tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. shareholders should consult their advisors in considering whether they may participate in the exchange offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in GE common stock or Synchrony common stock that may apply in their home countries. GE, Synchrony and the dealer managers cannot provide any assurance about whether such limitations exist.

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POTENTIAL ADDITIONAL DISPOSITIONS OF SYNCHRONY COMMON STOCK

GE has informed Synchrony that, following the completion of the exchange offer, in the event that more than the minimum amount of shares are tendered but not enough shares of GE common stock are tendered to allow GE to exchange all of its shares of Synchrony common stock, GE will conduct the pro rata spin-off of all of its remaining shares of Synchrony common stock or, alternatively, one or more additional exchange offers or exchanges for GE common stock for all of its remaining shares of Synchrony common stock, in any case, within 12 months of the closing of the exchange offer.

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GE UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the exchange offer, GE is offering to exchange up to 705,270,833 shares of Synchrony common stock in the aggregate for outstanding shares of GE common stock that are validly tendered and not validly withdrawn. For each $100 of shares of GE common stock that are accepted in the exchange offer, shareholders will receive approximately $107.53 of Synchrony common stock, based on the average trading prices of Synchrony common stock and GE common stock on the NYSE as described in this prospectus, and subject to an upper limit of 1.1308 shares of Synchrony common stock per share of GE common stock. Upon completion of the exchange offer, Synchrony’s historical results will be shown, in GE’s financial statements, as discontinued operations, and, assuming the exchange offer is fully subscribed, in subsequent periods GE’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Synchrony (the “exchange offer and related events”).

The following unaudited pro forma condensed consolidated statement of financial position of GE as of June 30, 2015 is presented as if the exchange offer and related events, as described in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred at June 30, 2015, assuming the exchange offer is completed and fully subscribed. The unaudited pro forma condensed consolidated statements of earnings for the six months ended June 30, 2015 and the year ended December 31, 2014, are presented as if such events had occurred on January 1, 2014. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of GE and Synchrony for each period presented and in the opinion of GE management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made.

These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had the exchange offer and related events been completed as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with the following:

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The accompanying notes are an integral part of these

unaudited pro forma condensed consolidated financial statements.

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