General Electric 10-K 2023-12-31

Filed 2024-02-02. 24 sections, 602K characters. Original on sec.gov · Markdown · JSON

What changed since the 2022-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

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, 2023

Commission file number 001-00035

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GENERAL ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

New York14-0689340
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Financial Center, Suite 3700BostonMA02111
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareGENew York Stock Exchange
0.875% Notes due 2025GE 25New York Stock Exchange
1.875% Notes due 2027GE 27ENew York Stock Exchange
1.500% Notes due 2029GE 29New York Stock Exchange
7 1/2% Guaranteed Subordinated Notes due 2035GE /35New York Stock Exchange
2.125% Notes due 2037GE 37New 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.☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

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 $117.9 billion. There were 1,088,334,304 shares of common stock with a par value of $0.01 outstanding at January 15, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive proxy statement relating to the registrant’s Annual Meeting of Shareholders, to be held May 7, 2024, is incorporated by reference into Part III to the extent described therein.

TABLE OF CONTENTS

Page
Forward-Looking Statements3
About General Electric4
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)6
Consolidated Results6
Segment Operations7
Corporate13
Other Consolidated Information14
Capital Resources and Liquidity15
Critical Accounting Estimates18
Other Items20
Non-GAAP Financial Measures23
Other Financial Data26
Cybersecurity26
Risk Factors27
Legal Proceedings36
Management and Auditor's Reports37
Audited Financial Statements and Notes41
Statement of Earnings (Loss)[41](#if209

Showing the first 8K of 597K characters. Open the full section

Item 1. Business 4-6, 7-13, 78-80

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Item 1A. Risk Factors 27-36

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Item 1B. Unresolved Staff Comments Not applicable

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Item 1C. Cybersecurity 26-27

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Item 2. Properties 4

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Item 3. Legal Proceedings 36

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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 26

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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 6-25

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk 16, 74-76

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Item 8. Financial Statements and Supplementary Data 41-81

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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 37

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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 82, (a)

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Item 11. Executive Compensation (b)

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (c)

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Item 13. Certain Relationships and Related Transactions, and Director Independence (d)

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Item 14. Principal Accountant Fees and Services (e)

| Part IV | | | | | | | | | | | | | | |

Item 15. Exhibits and Financial Statement Schedules 82-86

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Item 16. Form 10-K Summary Not applicable

| | | | | | | | | | | | | | | | | Signatures | | | | | | | | | | | | 87 | | |

(a)Incorporated by reference to "Governance" in the 2023 Proxy Statement.

(b)Incorporated by reference to "Compensation Discussion & Analysis", “Other Executive Compensation Policies & Practices” and "Management Development & Compensation Committee Report" in the 2023 Proxy Statement.

(c)Incorporated by reference to “Stock Ownership Information” and "Equity Compensation Plan Information" in the 2023 Proxy Statement.

(d)Incorporated by reference to “Related Person Transactions” and “How We Assess Director Independence” in the 2023 Proxy Statement.

(e)Incorporated by reference to “Independent Auditor” in the 2023 Proxy Statement for Deloitte & Touche LLP (PCAOB ID No. 34).

2023 FORM 10-K 86

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, 2023, 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 2nd day of February 2024.

General Electric Company (Registrant)

By/s/ Rahul Ghai
Rahul Ghai 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.

SignerTitleDate
/s/ Rahul GhaiPrincipal Financial OfficerFebruary 2, 2024
Rahul Ghai Senior Vice President and Chief Financial Officer
/s/ Thomas S. TimkoPrincipal Accounting OfficerFebruary 2, 2024
Thomas S. Timko Vice President, Chief Accounting Officer and Controller
/s/ H. Lawrence Culp, Jr.Principal Executive OfficerFebruary 2, 2024
H. Lawrence Culp, Jr.* Chairman of the Board of Directors
Stephen Angel*Director
Sébastien M. Bazin*Director
Margaret Billson*Director
Thomas Enders*Director
Edward P. Garden*Director
Isabella Goren*Director
Thomas W. Horton*Director
Catherine A. Lesjak*Director
Darren W. McDew*Director
Paula Rosput Reynolds*Director
Jessica Uhl*Director
A majority of the Board of Directors
*By/s/ Brandon Smith
Brandon Smith Attorney-in-fact
February 2, 2024

2023 FORM 10-K 87