Item 9.01 Financial Statements
and Exhibits
(d) Exhibits
Exhibit
Number
|
|
Description
|
|
|
|
4.1
|
|
Indenture, dated as of May 18, 2020, among the Issuer, GE, as guarantor, and The Bank of New York Mellon, as trustee.
|
|
|
|
4.2
|
|
Company Order and Officer’s Certificate pursuant to the Indenture – 3.450% Notes due 2025
|
|
|
|
4.3
|
|
Company Order and Officer’s Certificate pursuant to the Indenture – 4.050% Notes due 2027
|
|
|
|
4.4
|
|
Company Order and Officer’s Certificate pursuant to the Indenture – 4.400% Notes due 2030
|
|
|
|
4.5
|
|
Company Order and Officer’s Certificate pursuant to the Indenture – 4.550% Notes due 2032
|
|
|
|
4.6
|
|
Forms of 3.450% Notes due 2025, 4.050% Notes due 2027, 4.400% Notes due 2030 and 4.550% Notes due 2032
|
|
|
|
99.1
|
|
Press release, dated May 15, 2020, issued by GE announcing the expiration and results of the Tender Offers.
|
|
|
|
104
|
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
|
Forward-Looking Statements
Our public communications and SEC filings may
contain statements related to future, not past, events. These forward-looking statements often address our expected future business
and financial performance and financial
condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”
“will,” “would,” “estimate,” “forecast,” “target,” “preliminary,”
or “range.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such
as statements about the expected timing, size or other terms of the Tender Offer and the Debt Issuance, our ability to complete
the Tender Offer or the Debt Issuance; the potential impacts of the COVID-19 pandemic on our business operations, financial results
and financial position and on the world economy; our expected financial performance, including cash flows, revenues, organic growth,
margins, earnings and earnings per share; macroeconomic and market conditions and volatility; planned and potential business or
asset dispositions; our de-leveraging plans, including leverage ratios and targets, the timing and nature of actions to reduce
indebtedness and our credit ratings and outlooks; GE’s and GE Capital’s funding and liquidity; our businesses’
cost structures and plans to reduce costs; restructuring, goodwill impairment or other financial charges; or tax rates.
For us, particular uncertainties that could cause
our actual results to be materially different than those expressed in our forward-looking statements include: the severity, magnitude
and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses
to the pandemic on our operations and personnel, and on commercial activity and demand across our and our customers’ businesses,
and on global supply chains; our inability to predict the extent to which the COVID-19 pandemic and related impacts will continue
to adversely impact our business operations, financial performance, results of operations, financial position, the prices of our
securities and the achievement of our strategic objectives; changes in macroeconomic and market conditions and market volatility
(including developments and volatility arising from the COVID-19 pandemic), including interest rates, the value of securities and
other financial assets (including our equity ownership position in Baker Hughes), oil and other commodity prices and exchange rates,
and the impact of such changes and volatility on our financial position; our de-leveraging and capital allocation plans, including
with respect to actions to reduce our indebtedness, the timing and amount of GE dividends, organic investments, and other priorities;
further downgrades of our current short- and long-term credit ratings or ratings outlooks, or changes in rating application or
methodology, and the related impact on our liquidity, funding profile, costs and competitive position; GE’s liquidity and
the amount and timing of our GE Industrial cash flows and earnings, which may be impacted by customer, supplier, competitive, contractual
and other dynamics and conditions; GE Capital’s capital and liquidity needs, including in connection with GE Capital’s
run-off insurance operations and discontinued operations, the amount and timing of required capital contributions to the insurance
operations and any strategic actions that we may pursue; the impact of conditions in the financial and credit markets on GE Capital’s
ability to sell financial assets; the availability and cost of funding; and GE Capital’s exposure to particular counterparties
and markets; our success in executing and completing asset dispositions or other transactions, including our plan to exit our equity
ownership position in Baker Hughes, the timing of closing for such transactions and the expected proceeds and benefits to GE; global
economic trends, competition and geopolitical risks, including changes in the rates of investment or economic growth in key markets
we serve, or an escalation of trade tensions such as those between the U.S. and China; market developments or customer actions
that may affect levels of demand and the financial performance of the major industries and customers we serve, such as secular,
cyclical and competitive pressures in our Power business, pricing and other pressures in the renewable energy market, levels of
demand for air travel and other customer dynamics such as early aircraft retirements, conditions in key geographic markets and
other shifts in the competitive landscape for our products and services; operational execution by our businesses, including our
ability to improve the operations and execution of our Power and Renewable Energy businesses, and the performance of our Aviation
business; changes in law, regulation or policy that may affect our businesses, such as trade policy and tariffs, regulation related
to climate change and the effects of U.S. tax reform and other tax law changes; our decisions about investments in new products,
services and platforms, and our ability to launch new products in a cost-effective manner; our ability to increase margins through
implementation of operational changes, restructuring and other cost reduction measures; the impact of regulation and regulatory,
investigative and legal proceedings and legal compliance risks, including the impact of Alstom, SEC and other investigative and
legal proceedings; the impact of actual or potential failures of our products or third-party products with which our products are
integrated, such as the fleet grounding of the Boeing 737 MAX and the timing of its return to service and return to delivery, and
related reputational effects; the impact of potential information technology, cybersecurity or data security breaches; and the
other factors that are described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31,
2019, filed with the SEC on February 24, 2020, and under Part II, Item 1A. of our Quarterly Report on Form 10 Q for the quarter
ended March 31, 2020, filed with the SEC on April 29, 2020, as such descriptions may be updated or amended in any future reports
we file with the SEC. These or other uncertainties may cause our
actual future results to be materially different than those expressed
in our forward-looking statements. Forward-looking statements speak only as of the date they were made, and we do not undertake
to update them.