General Electric 10-K 2019-12-31
Filed 2020-02-24. 22 sections, 736K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
United States Securities and Exchange Commission
WASHINGTON, D.C. 20549
FORM 10-K
☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2019
Commission file number 001-00035

GENERAL ELECTRIC CO****MPANY
(Exact name of registrant as specified in its charter)
| New York | 14-0689340 | |||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| 5 Necco Street, | Boston | MA | 02210 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) (617) 443-3000
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.06 per share | GE | New York Stock Exchange |
| Floating Rate Notes due 2020 | GE 20E | New York Stock Exchange |
| 0.375% Notes due 2022 | GE 22A | New York Stock Exchange |
| 1.250% Notes due 2023 | GE 23E | New York Stock Exchange |
| 0.875% Notes due 2025 | GE 25 | New York Stock Exchange |
| 1.875% Notes due 2027 | GE 27E | New York Stock Exchange |
| 1.500% Notes due 2029 | GE 29 | New York Stock Exchange |
| 7 1/2% Guaranteed Subordinated Notes due 2035 | GE /35 | New York Stock Exchange |
| 2.125% Notes due 2037 | GE 37 | New York Stock Exchange |
| Securities Registered Pursuant to Section 12(g) of the Act: |
| (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☑ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ
The aggregate market value of the outstanding common equity of the registrant not held by affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was at least $90.1 billion. There were 8,740,232,000 shares of voting common stock with a par value of $0.06 outstanding at January 31, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrant’s Annual Meeting of Shareholders, to be held May 5, 2020, is incorporated by reference into Part III to the extent described therein.
| TABLE OF CONTENTS | |
| Page | |
| About General Electric | 3 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) | 4 |
| Consolidated Results | 4 |
| Segment Operations | 8 |
| Corporate Items and Eliminations | 20 |
| Other Consolidated Information | 22 |
| Capital Resources and Liquidity | 25 |
| Critical Accounting Estimates | 34 |
| Other Items | 37 |
| Non-GAAP Financial Measures | 43 |
| Other Financial Data | 49 |
| Risk Factors | 50 |
| Legal Proceedings | 57 |
| Management and Auditor's Reports | 58 |
| Audited Financial Statements and Notes | 62 |
| Statement of Earnings (Loss) | 62 |
| Statement of Financial Position | 64 |
| Statement of Cash Flows | 66 |
| Statement of Comprehensive Income (Loss) | 68 |
| Statement of Changes in Shareholders' Equity | 68 |
| Note 1 Basis of Presentation and Summary of Significant Accounting Policies | 69 |
| Note 2 Businesses Held for Sale and Discontinued Operations | 74 |
| Note 3 Investment Securities | 77 |
| Note 4 Current and Long-term Receivables | 78 |
| Note 5 Financing Receivables and Allowances | 80 |
| Note 6 Inventories | 81 |
| Note 7 Property, Plant and Equipment and Operating Leases | 81 |
| Note 8 Goodwill and Other Intangible Assets | 82 |
| Note 9 Contract and Other Deferred Assets & Progress Collections and Deferred Income | 84 |
| Note 10 All Other Assets | 85 |
| Note 11 Borrowings | 86 |
| Note 12 Insurance Liabilities and Annuity Benefits | 87 |
| Note 13 Postretirement Benefit Plans | 89 |
| Note 14 Current and All Other Liabilities | 94 |
| Note 15 Income Taxes | 94 |
| Note 16 Shareholders’ Equity | 98 |
| Note 17 Share-Based Compensation | 99 |
| Note 18 Earnings Per Share Information | 100 |
| Note 19 Other Income | 100 |
| Note 20 Fair Value Measuremen |
Showing the first 8K of 733K characters. Open the full section
Item 1. Business 3, 7, 9-20
| | | | | |
Item 1A. Risk Factors 50-57
Item 1B. Unresolved Staff Comments Not applicable
| | | | | |
Item 2. Properties 3
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Item 3. Legal Proceedings 106-109
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Item 4. Mine Safety Disclosures Not applicable
| Part II | | | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 50
| | | | | |
Item 6. Selected Financial Data 49
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4-49
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28-30, 102-104
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Item 8. Financial Statements and Supplementary Data 62-120
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not applicable
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Item 9A. Controls and Procedures 58
| | | | | |
Item 9B. Other Information Not applicable
| Part III | | | | |
Item 10. Directors, Executive Officers and Corporate Governance 122
| | | | | |
Item 11. Executive Compensation (a)
| | | | | |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (b), 99-100
| | | | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence (c)
| | | | | |
Item 14. Principal Accountant Fees and Services (d)
| Part IV | | | | |
Item 15. Exhibits and Financial Statement Schedules 123-125
Item 16. Form 10-K Summary Not applicable
| | | | | | | Signatures | | | | 127 |
| (a) | Incorporated by reference to “Compensation” in the 2020 Proxy Statement. |
| (b) | Incorporated by reference to “Stock Ownership Information” in the 2020 Proxy Statement. |
| (c) | Incorporated by reference to “Related Person Transactions” and “How We Assess Director Independence” in the 2020 Proxy Statement. |
| (d) | Incorporated by reference to “Independent Auditor Information” in the 2020 Proxy Statement. |
GE 2019 FORM 10-K 126
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2019, to be signed on its behalf by the undersigned, and in the capacities indicated, thereunto duly authorized in the City of Boston and Commonwealth of Massachusetts on the 24th day of February 2020.
General Electric Company (Registrant)
| By | /s/ Jamie S. Miller |
| Jamie S. Miller Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signer | Title | Date | |||
| /s/ Jamie S. Miller | Principal Financial Officer | February 24, 2020 | |||
| Jamie S. Miller Senior Vice President and Chief Financial Officer | |||||
| /s/ Thomas S. Timko | Principal Accounting Officer | February 24, 2020 | |||
| Thomas S. Timko Vice President, Chief Accounting Officer and Controller | |||||
| /s/ H. Lawrence Culp, Jr. | Principal Executive Officer | February 24, 2020 | |||
| H. Lawrence Culp, Jr.* Chairman of the Board of Directors | |||||
| Sébastien M. Bazin* | Director | ||||
| Francisco D'Souza* | Director | ||||
| Edward P. Garden* | Director | ||||
| Thomas W. Horton* | Director | ||||
| Risa Lavizzo-Mourey* | Director | ||||
| Catherine A. Lesjak* | Director | ||||
| Paula Rosput Reynolds* | Director | ||||
| Leslie F. Seidman* | Director | ||||
| James S. Tisch* | Director | ||||
| A majority of the Board of Directors | |||||
| *By | /s/ Christoph A. Pereira | ||||
| Christoph A. Pereira Attorney-in-fact | |||||
| February 24, 2020 |
GE 2019 FORM 10-K 127