Date of Report (Date of earliest event reported) June 22, 2018 | ||||||||
General Electric Company | ||||||||
(Exact name of registrant as specified in its charter) | ||||||||
New York | 001-00035 | 14-0689340 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
41 Farnsworth Street, Boston, MA | 02210 | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code (617) 443-3000 | ||||||||
(Former name or former address, if changed since last report.) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 pursuant to Section 13(a) of the Exchange Act. ¨ |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Item 8.01 | Other Events. |
Item 9.01 | Financial Statements and Exhibits. |
• | the Company’s success in executing and completing, including obtaining regulatory approvals and satisfying other closing conditions for, GE Industrial and GE Capital business or asset dispositions or other announced transactions, including GE’s planned separation or disposition of GE Healthcare, GE Transportation and BHGE, the sale price, timing, and anticipated proceeds from those or other dispositions and potential trailing liabilities; |
• | GE’s liquidity and the amount and timing of GE’s GE Industrial cash flows and earnings, which may be impacted by customer, competitive, contractual and other dynamics and conditions; |
• | GE’s capital allocation plans, as such plans may change including with respect to the timing and amount of GE dividends, organic investments, including research and development, investments in Digital and capital expenditures, the repayment or migration of GE’s outstanding debt obligations, pension funding contributions, acquisitions, joint ventures and other strategic actions; GE’s ability to maintain GE’s current short- and long-term credit ratings and the impact on GE’s funding costs and competitive position if GE does not do so; |
• | customer actions or market developments such as reduced demand for equipment and services and other challenges in GE’s Power business, other shifts in the competitive landscape for GE’s products and services, changes in economic conditions, including oil prices, early aircraft retirements and other factors that may affect the level of demand and financial performance of the major industries and customers the Company serves; |
• | changes in law, economic and financial conditions, including the effect of enactment of U.S. tax reform or other tax law changes, trade policy and tariffs, interest and exchange rate volatility, commodity and equity prices and the value of financial assets; |
• | GE Capital's capital and liquidity needs, including in connection with GE Capital’s run-off insurance operations, the impact of conditions in the financial and credit markets on GE Capital's ability to sell financial assets, GE Capital’s leverage and credit ratings, the availability and cost of GE Capital funding and GE Capital's exposure to counterparties; |
• | pending and future mortgage loan repurchase claims, other litigation claims and the U.S. Department of Justice's investigation under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and other investigations in connection with WMC, which may affect GE’s estimates of liability, including possible loss estimates; |
• | the Company’s ability to launch new products in a cost-effective manner; |
• | the Company’s ability to increase margins through implementation of the new GE Operating System, restructuring and other cost reduction measures; |
• | the Company’s ability to convert pre-order commitments/wins into orders/bookings; |
• | the price GE realizes on orders/bookings since commitments/wins are stated at list prices; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of WMC, Alstom, SEC and other investigative and legal proceedings; |
• | the Company’s success in integrating acquired businesses and operating joint ventures, and the Company’s ability to realize revenue and cost synergies from announced transactions, acquired businesses and joint ventures, including Alstom and BHGE; |
• | the impact of potential product safety failures and related reputational effects; |
• | the impact of potential information technology, cybersecurity or data security breaches; |
• | the other factors that are described in "Forward-Looking Statements" in BHGE’s most recent earnings release or SEC filings; and |
• | the other factors that are described in "Risk Factors" in GE’s Annual Report on Form 10-K for the year ended December 31, 2017. |
General Electric Company | |||
(Registrant) | |||
Date: June 26, 2018 | /s/ Christoph A. Pereira | ||
Christoph A. Pereira Vice President, Chief Corporate, Securities and Finance Counsel |