GE 10-K Annual Report Dec. 31, 2021 | Alphaminr

GE 10-K Fiscal year ended Dec. 31, 2021

GENERAL ELECTRIC CO
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TABLE OF CONTENTS
Part IItem 1. Business4-6, 10-15, 83-84Item 1A. Risk Factors35-43Item 1B. Unresolved Staff Commentsnot ApplicableItem 2. Properties4Item 3. Legal Proceedings80-82Item 4. Mine Safety Disclosuresnot ApplicablePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities35Item 6. [reserved]not ApplicableItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations6-34Item 7A. Quantitative and Qualitative Disclosures About Market Risk20-21, 77-79Item 8. Financial Statements and Supplementary Data47-86Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosurenot ApplicableItem 9A. Controls and Procedures43Item 9B. Other Informationnot ApplicableItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspectionsnot ApplicablePart IIIItem 10. Directors, Executive Officers and Corporate Governance87Item 11. Executive Compensation(a)Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters(b), 75-76Item 13. Certain Relationships and Related Transactions, and Director Independence(c)Item 14. Principal Accountant Fees and Services(d)Part IVItem 15. Exhibits and Financial Statement Schedules88-90Item 16. Form 10-k Summarynot Applicable

Exhibits

2(a)Transaction Agreement, dated as of March 9, 2021 by and among GE Ireland USD Holdings ULC, GE Financial Holdings ULC, GE Capital US Holdings, Inc., General Electric Company, AerCap Holdings N.V., AerCap US Aviation LLC, and AerCap Aviation Leasing Limited (Incorporated by reference to Exhibit 2.1 to GEs Current Report on Form 8-K, dated March 12, 2021(Commission file no. 001-00035)). 3(i)The Restated Certificate of Incorporation of General Electric Company (Incorporated by reference to Exhibit 3(i) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2013), as amended by the Certificate of Amendment, dated December 2, 2015 (Incorporated by reference to Exhibit 3.1 to GEs Current Report on Form 8-K, dated December 3, 2015), as further amended by the Certificate of Amendment, dated January 19, 2016 (Incorporated by reference to Exhibit 3.1 to GEs Current Report on Form 8-K, dated January 20, 2016), as further amended by the Certificate of Change of General Electric Company (Incorporated by reference to Exhibit 3(1) to GEs Current Report on Form 8-K, dated September 1, 2016), as further amended by the Certificate of Amendment, dated May 13, 2019 (Incorporated by reference to Exhibit 3.1 to GEs Current Report on Form 8-K, dated May 13, 2019), as further amended by the Certificate of Change of General Electric Company (Incorporated by reference to Exhibit 3.1 to GEs Current Report on Form 8-K, dated December 9, 2019), as further amended by the Certificate of Amendment, dated July 30, 2021 (Incorporated by reference to Exhibit 3.1 to GE's Current Report on Form 8-K, dated July 30, 2021) (in each case, under Commission file number 001-00035). 3(ii)The By-Laws of General Electric Company, as amended on May 13, 2019 (Incorporated by reference to Exhibit 3.2 to GEs Current Report on Form 8-K dated May 13, 2019) (Commission file number 001-00035)). 4(e)Third Supplemental Indenture dated as of November 22, 2002, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(cc) to General Electric Capital Corporations Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, File No. 333100527 (Commission file number 001-06461)). 4(f)Fourth Supplemental Indenture dated as of August 24, 2007, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(g) to General Electric Capital Corporations Registration Statement on Form S-3, File number 333-156929 (Commission file number 001-06461)). 4(g)Senior Note Indenture, dated October 9, 2012, by and between the Company and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 of GEs Current Report on Form 8-K dated October 9, 2012 (Commission file number 001-00035)). 4(h)Indenture dated as of October 26, 2015, among GE Capital International Funding Company, as issuer, General Electric Company and General Electric Capital Corporation, as guarantors and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 99 to General Electrics Current Report on Form 8-K filed on October 26, 2015 (Commission file number 001-00035)). 4(i)Global Supplemental Indenture dated as of April 10, 2015, among General Electric Capital Corporation, General Electric Company and The Bank of New York Mellon, as trustee. (Incorporated by reference to Exhibit 4(i) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (Commission file number 001-00035)). 4(j)Second Global Supplemental Indenture dated as of December 2, 2015, among General Electric Capital Corporation, General Electric Company and The Bank of New York Mellon, as successor trustee (Incorporated by reference to Exhibit 4.2 to General Electrics Current Report on Form 8-K filed on December 3, 2015 (Commission file number 001-00035)). 4(k)Agreement to furnish to the Securities and Exchange Commission upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and consolidated subsidiaries.* 4(l)Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.* (a)General Electric Executive Life Insurance Plan, as amendedJanuary 1, 2022.* (b)General Electric Leadership Life Insurance Program, effective January 1, 2022.* (c)General Electric Directors Charitable Gift Plan, as amended through December 2002 (Incorporated by reference to Exhibit 10(i) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission file number 001-00035)). (d)General Electric Supplementary Pension Plan, as amended effective January 1, 2021.* (e)General Electric Restoration Plan, effective January 1, 2021(Incorporated by reference to Exhibit10(g) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). (f)General Electric 2003 Non-Employee Director Compensation Plan, Amended and Restated as of December 7, 2018 (Incorporated by reference to Exhibit 10(g) to GE's Annual Report on Form 10-K for the fiscal year ended December 31, 2018(Commission file number 001-00035)). (g)Form of Director Indemnification Agreement (Incorporated by reference to Exhibit 10(cc) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (Commission file number 001-00035)). (h)Amendment to Nonqualified Deferred Compensation Plans, dated as of December 14, 2004 (Incorporated by reference to Exhibit 10(w) to the GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission file number 001-00035)). (i)GE Retirement for the Good of the Company Program, as amended effective January 1, 2018 (Incorporated by reference to Exhibit10(k) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). (j)GE US Executive Severance Plan, effective January 1, 2022.* (k)GE Excess Benefits Plan, effective January 1, 2009 (Incorporated by reference to Exhibit 10(k) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission file number 001-00035)). (l)Amendment to GE Excess Benefits Plan, effective December 31, 2020 (Incorporated by reference to Exhibit10(n) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). (m)General Electric 2006 Executive Deferred Salary Plan, as amended January 1, 2009 (Incorporated by reference to Exhibit 10(l) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission file number 001-00035)). (n)GE 2007 Long-Term Incentive Plan as amended and restated April 26, 2017, as further amended and restated February 15, 2019, and as further amended and restated July 30, 2021 (Incorporated by reference to Exhibit 10(a) to GEs Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (Commission file number 001-00035)). (o)Amendment, dated August 18, 2020, to the GE 2007 Long-Term Incentive Plan (as amended and restated April 26, 2017, and as further amended and restated February 15, 2019) (Incorporated by reference to Exhibit 10(c) to GEs Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (Commission file number 001-00035)). (p)Form of Agreement for Stock Option Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as of March 2021 (Incorporated by reference to Exhibit 10(a) to GEs Quarterly Report on Form 10-Q for the quarter ended March 30, 2021 (Commission file number 001-00035)). (q)Form of Agreement for Stock Option Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as of March 2020 (Incorporated by reference to Exhibit 10(r) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). (r)Form of Agreement for Restricted Stock Unit Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as of March 2021(Incorporated by reference to Exhibit 10(b) to GEs Quarterly Report on Form 10-Q for the quarter ended March 30, 2021 (Commission file number 001-00035)). (s)Form of Agreement for Restricted Stock Unit Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as of March 2020 (Incorporated by reference to Exhibit 10(s) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). (t)Form of Agreement for Leadership Restricted Stock Unit Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as of September 2020 (Incorporated by reference to Exhibit 10(t) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). (u)Form of Agreement for Performance Stock Unit Grants to Executive Officers in 2021 under the General Electric Company 2007 Long-Term Incentive Plan, as amended July 30, 2021 (Incorporates by reference to Exhibit 10(b) to GEs Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (Commission file number 001-00035)). (v)Form of Agreement for Performance Stock Unit Grants to Executive Officers in 2020 under the General Electric Company 2007 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10(v) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). (w)Form of Agreement for Performance Stock Unit Grants to Executive Officers in 2019 under the General Electric Company 2007 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10(r) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission file number 001-00035)). (x)General Electric International Employee Stock Purchase Plan, as amended and restated on April 25, 2018 (Incorporated by reference to Exhibit 99.1 to GEs Registration Statement on Form S-8, dated May 1, 2018, File No. 333-224587 (Commission file number 001-00035)). (y)General Electric Company Annual Executive Incentive Plan, effective January 1, 2020 (Incorporated by reference to Exhibit 10(a) to GEs Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (Commission file number 001-00035)). (z)Employment Agreement between H. Lawrence Culp, Jr. and General Electric Company, effective October 1, 2018 (Incorporated by reference to Exhibit 10(z) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (Commission file number 001-00035)). (aa)Amendment No.1, effective August 18, 2020, to the Employment Agreement between H. Lawrence Culp, Jr. and General Electric Company, effective October 1, 2018 (Incorporated by reference to Exhibit 10.1 to General Electric Companys Current Report on Form 8-K, dated August 20, 2020 (Commission file number 001-00035)). (bb)Performance Share Grant Agreement for H. Lawrence Culp, Jr., dated August 18, 2020 (Incorporated by reference to Exhibit 10.2 to General Electric Companys Current Report on Form 8-K, dated August 20, 2020 (Commission file number 001-00035)). (cc)Notice of Adjustment to the Performance Share Grant Agreement for H. Lawrence Culp, Jr., effective July 30, 2021 (Incorporated by reference to Exhibit 10(c) to GEs Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (Commission file number 001-00035)). (dd)Employment Agreement between Carolina Dybeck Happe and General Electric Company, effective November 24, 2019 (Incorporated by reference to Exhibit 10(z) to GEs Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission file number 001-00035)). (ee)Memorandum of Understanding between General Electric Company and Carolina Dybeck Happe, effective March 1, 2020 (Incorporated by reference to Exhibit 10(c) to GEs Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (Commission file number 001-00035)). (ff)Amendment No. 1, effective September 2, 2020, to the Employment Agreement between Carolina Dybeck Happe and General Electric Company, effective November 24, 2019 (Incorporated by reference to Exhibit 10(d) to GEs Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (Commission file number 001-00035)). (gg)Performance Stock Unit Grant Agreement for Carolina Dybeck Happe, dated September 3, 2020 (Incorporated by reference to Exhibit 10(e) to GEs Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (Commission file number 001-00035)). (hh)Notice of Adjustment to the Performance Stock Unit Grant Agreement for Carolina Dybeck Happe, effective July 30, 2021 (Incorporated by reference to Exhibit 10(d) to GEs Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (Commission file number 001-00035)). (ii)Offer Letter Agreement for John Slattery, dated June 12, 2020 (Incorporated by reference to Exhibit 10(d) to GEs Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission file number 001-00035)). (jj)Separation Agreement & Release between General Electric Company and Kieran Murphy, dated December 21, 2021.* (kk)Amended and Restated Agreement, dated April 10, 2015, between General Electric Company and General Electric Capital Corporation (Incorporated by reference to Exhibit 10 to GEs Current Report on Form 8-K, dated April 10, 2015 (Commission file number 001-00035)). (ll)Amended and Restated Credit Agreement, dated as of May 27, 2021, among General Electric Company, as the borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10 to GEs Current Report on Form 8-K, dated May 27, 2021 (Commission file number 001-00035)). (21)Subsidiaries of Registrant.* (22)List of Subsidiary Guarantors and Issuers of Guaranteed Securities.* 23(a)Consent of Independent Registered Public Accounting Firm (Deloitte).* 23(b)Consent of Independent Registered Public Accounting Firm (KPMG).* (24)Power of Attorney.* 31(a)Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.* 31(b)Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.* (32)Certification Pursuant to 18 U.S.C. Section 1350.* 99(a)Supplement to Present Required Information in Searchable Format.*