Marriner S. Eccles, Honorary Chairman of the Board and a director of Utah, is Honorary Chairman of the Board and a director of First Security Corporation. George S. Eccles, a director of Utah, is Chairman of the Board and Chief Executive Officer of First Security Corporation and Chairman of the Board of its subsidiary, First Security Bank of Utah, N.A. Thomas D. Dee, II, a director of Utah, is Vice President and a director of First Security Bank of Utah, N.A. Such bank acts as Trustee under Utah's Profit Sharing Plan, Stock Investment Plan and Retirement Plans. Such bank also participates in a loan agreement pursuant to which Utah had borrowed $5 million at an interest rate of 7.75% as of August 31, 1976. First Security Bank's share of this outstanding balance was $1.25 million. DESCRIPTION OF CAPITAL STOCK OF UTAH At September 30, 1976, the authorized capital of Utah consisted of 1,000,000 shares of preferred stock and 80,000,000 shares of Utah Common Stock. At such date, no shares of preferred stock were issued and outstanding, and 31,540,032 shares of Utah Common Stock were issued and outstanding exclusive of 346 shares held in Utah's treasury. In addition, at such date, 182,980 shares of Utah Common Stock were reserved for issuance to officers and key employees under the 1974 Restricted Stock Bonus Plan. Utah Common Stock is traded on the New York and Pacific Stock Exchanges. Except as provided by the Agreement, dividends may be paid on Utah Common Stock out of funds available therefor when and if declared by the Board of Directors. Each holder of Utah Common Stock is entitled to one vote for each share held, and such votes are non-cumulative. Utah Common Stock is entitled upon liquidation to receive Utah's entire net assets, subject to the rights of any preferred stock which may be issued. Utah Common Stock has no preemptive, subscription or conversion rights and is not redeemable or liable to assessment or future calls. Utah's long-term loan agreements contain restrictions with respect to the payment of dividends. Under the most restrictive of such provisions, consolidated retained earnings of Utah and its subsidiaries, unrestricted and available for payment of dividends, amounted to $261.6 million at July 31, 1976. Restrictions with respect to the dividend rate are also contained in the Agreement (see "Certain Terms of the AgreementDividends on Utah Common Stock"). For information as to GE Common Stock, see "Description of Capital Stock of General Electric." EXPERTS The audited financial statements of General Electric and consolidated affiliates and the audited financial statements of General Electric Credit Corporation and consolidated affiliates as of and for the five years ended December 31, 1975 included herein have been included in reliance upon the report of Peat, Marwick, Mitchell & Co., independent certified public accountants, and upon the authority of such firm as experts. The audited financial statements with respect to Utah and its subsidiaries have been included herein in reliance upon the report of Arthur Andersen & Co., independent public accountants, and upon the authority of such firm as experts in submission of such report. Reference is made to such report in which the opinion is qualified with respect to the effect of such adjustment as may be required as a result of compensation to be received by Marcona Corporation (a 46%-owned affiliate) for iron ore mining properties and facilities located in Peru which were expropriated by the Peruvian government during 1975. The audited financial statements included herein with respect to Marcona Corporation have been so included in reliance upon the report of Price Waterhouse & Co., independent accountants, and upon the authority of such firm as experts in auditing and accounting. ADDITIONAL INFORMATION General Electric has filed with the Securities and Exchange Commission, Washington, D. C, a Registration Statement under the Securities Act of 1933 with respect to the shares of GE Common Stock to be distributed to stockholders of Utah pursuant to the Merger. For further information with respect to General Electric and Common Stock of General Electric, reference is made to the Registration Statement and to the exhibits listed in the Registration Statement, copies of which may be obtained from the Securities and Exchange Commission's office in Washington, D. C. 68 INDEX TO FINANCIAL STATEMENTS Page GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES Report of Independent Certified Public Accountants.................................................................... F-2 Statement of Current and Retained Earnings for the five years ended December 31, 1975 (audited) and six months ended June 30, 1975 and 1976 (unaudited).................................. 15 Statement of Financial Position at December 31, 1975 (audited) and at June 30, 1976 (unaudited)............................................................................................ F-3 Details of Items in Statement of Financial Position....................................................................... F-4 Statement of Changes in Financial Position for the five years ended December 31 1975 (audited) and six months ended June 30, 1975 and 1976 (unaudited).................................. F-6 Statement of Changes in Capital Stock for the five years ended December 31, 1975 (audited) and six months ended June 30, 1976 (unaudited)..................................................................... F-7 Statement of Amounts Received for Stock in Excess of Par Value for the five years ended December 31, 1975 (audited) and six months ended June 30, 1976 (unaudited).................. F-8 Notes to Financial Statements........................................................................................................ F-9 GENERAL ELECTRIC CREDIT CORPORATION AND CONSOLIDATED AFFILIATES Report of Independent Certified Public Accountants............................................................. F-2 Statement of Financial Position at December 31, 1975 (audited) and at June 26 1976 (unaudited)................................................................................................................ F-19 Statement of Current and Retained Earnings for the five years ended December 31, 1975 (audited) and six months ended June 28, 1975 and June 26, 1976 (unaudited)...................F-20 Statement of Changes in Financial Position for the five years ended December 31 1975 (audited) and six months ended June 28, 1975 and June 26, 1976 (unaudited)...................F-21 Notes to Financial Statements...................................................................................... F-22 UTAH INTERNATIONAL INC. AND SUBSIDIARIES Reports of Independent Public Accountants..................................................................................F-28 Statement of Consolidated Income.............................................................................. 20 Consolidated Balance Sheet................................................................................. F-30 Statement of Consolidated Stockholders' Equity.................................................................. F-32 Statement of Changes in Consolidated Financial Position............................................................F-34 Notes to Consolidated Financial Statements................................................................................p.35 MARCONA CORPORATION AND SUBSIDIARY COMPANIES Report of Independent Accountants..................................................................................... F-45 Consolidated Balance Sheet....................................................................... F-46 Consolidated Statement of Operations and Retained Earnings....................................................F-47 Consolidated Statement of Changes in Financial Position............................................................F-48 Notes to Consolidated Financial Statements..................................................................... F-49 F-l