filings.toolsGeneral Electric 10-K 2021-12-31
Filed 2022-02-11. 23 sections, 623K 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, 2021
Commission file number 001-00035
GENERAL ELECTRIC COMPANY
(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 $0.01 per share | GE | 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 ¨ 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 ☑
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 ☑ 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 ☑ 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
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 $116.5 billion. There were 1,099,321,882 shares of common stock with a par value of $0.01 outstanding at January 31, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrant’s Annual Meeting of Shareholders, to be held May 4, 2022, is incorporated by reference into Part III to the extent described therein.
TABLE OF CONTENTS
Showing the first 8K of 618K characters. Open the full section
Item 1. Business 4-6, 10-15, 83-84
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Item 1A. Risk Factors 35-43
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Item 1B. Unresolved Staff Comments Not applicable
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Item 2. Properties 4
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Item 3. Legal Proceedings 80-82
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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 35
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Item 6. [Reserved] Not applicable
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 6-34
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk 20-21, 77-79
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Item 8. Financial Statements and Supplementary Data 47-86
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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 43
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Item 9B. Other Information Not applicable
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable
| Part III | | | | | | | | | | | | | | |
Item 10. Directors, Executive Officers and Corporate Governance 87
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Item 11. Executive Compensation (a)
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (b), 75-76
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Item 13. Certain Relationships and Related Transactions, and Director Independence (c)
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Item 14. Principal Accountant Fees and Services (d)
| Part IV | | | | | | | | | | | | | | |
Item 15. Exhibits and Financial Statement Schedules 88-90
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Item 16. Form 10-K Summary Not applicable
| | | | | | | | | | | | | | | | | Signatures | | | | | | | | | | | | 92 | | |
(a)Incorporated by reference to “Compensation” in the 2022 Proxy Statement.
(b)Incorporated by reference to “Stock Ownership Information” in the 2022 Proxy Statement.
(c)Incorporated by reference to “Related Person Transactions” and “How We Assess Director Independence” in the 2022 Proxy Statement.
(d)Incorporated by reference to “Independent Auditor Information” in the 2022 Proxy Statement for Deloitte and Touche LLP (PCAOB ID No. 34) and KPMG LLP (PCAOB ID No. 185).
2021 FORM 10-K 91
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, 2021, 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 11th day of February 2022.
General Electric Company (Registrant)
| By | /s/ Carolina Dybeck Happe | ||||
| Carolina Dybeck Happe 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/ Carolina Dybeck Happe | Principal Financial Officer | February 11, 2022 | |||||||||||||||
| Carolina Dybeck Happe Senior Vice President and Chief Financial Officer | |||||||||||||||||
| /s/ Thomas S. Timko | Principal Accounting Officer | February 11, 2022 | |||||||||||||||
| Thomas S. Timko Vice President, Chief Accounting Officer and Controller | |||||||||||||||||
| /s/ H. Lawrence Culp, Jr. | Principal Executive Officer | February 11, 2022 | |||||||||||||||
| H. Lawrence Culp, Jr.* Chairman of the Board of Directors | |||||||||||||||||
| Sébastien M. Bazin* | Director | ||||||||||||||||
| Ashton B. Carter* | 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/ Michael J. Holston | ||||||||||||||||
| Michael J. Holston Attorney-in-fact | |||||||||||||||||
| February 11, 2022 |
2021 FORM 10-K 92