Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities.
We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
We have agreed to pay all expenses incident to the exchange offer, other than the expenses of counsel for the holders of the outstanding notes, commissions or concessions of any brokers or dealers and any transfer taxes relating to the sale or disposition of the outstanding notes or the exchange notes, and we will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
Certain matters with respect to the validity of the exchange notes will be passed upon for us by Gibson, Dunn & Crutcher LLP.
The consolidated financial statements of GE as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. This prospectus does not offer to sell or ask for offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date.
PROSPECTUS
GE CAPITAL FUNDING, LLC
Offer to Exchange
All Outstanding
$1,350,000,000 3.450% Notes due 2025
$1,000,000,000 4.050% Notes due 2027
$2,900,000,000 4.400% Notes due 2030
$750,000,000 4.550% Notes due 2032
Fully and unconditionally guaranteed by
GENERAL ELECTRIC COMPANY
For Newly Issued and Registered
$1,350,000,000 3.450% Notes due 2025
$1,000,000,000 4.050% Notes due 2027
$2,900,000,000 4.400% Notes due 2030
$750,000,000 4.550% Notes due 2032
Fully and unconditionally guaranteed by
GENERAL ELECTRIC COMPANY
, 2021
PART II
Item 20. Indemnification of Directors and Officers
General Electric Company
Section 721 of the New York Business Corporation Law (the “NYBCL”) provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or by-laws or by a duly authorized resolution of its shareholders or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made, a party in a derivative action, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by the director or officer in connection with the defense or settlement of such action or in connection with an appeal therein if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of a threatened or pending action which is settled or otherwise disposed of, or any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized. Section 722 and Section 723 of the NYBCL contain certain other miscellaneous provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of Article 7 of the NYBCL, (2) directors and officers in instances in which they may be indemnified by the corporation under the provisions of Article 7 of the NYBCL, and (3) directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of Article 7 of the NYBCL, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Financial Services, for a retention amount and for co-insurance.
Section 6 of the Restated Certificate of Incorporation, as amended, of GE provides, in part, as follows:
“A person who is or was a director of the corporation shall have no personal liability to the corporation or its shareholders for damages for any breach of duty in such capacity except that the foregoing shall not eliminate or limit liability where such liability is imposed under the Business Corporation Law of the State of New York.”
Article XI of the By-Laws, as amended, of GE provides, in part, as follows:
| A. | GE shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify any person who is or was or has agreed to become a director or officer of GE (hereinafter, a “director” or “officer”) and who is or |
was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (including any appeal therein), whether civil, criminal, administrative, investigative, legislative or otherwise (hereinafter, a “proceeding”), including an action by or in the right of GE to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of GE, by reason of the fact that he or she is or was or has agreed to become a director or officer of GE, or, while a director or officer of GE, is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against (i) judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and (ii) costs, charges and expenses, including attorneys fees (hereinafter, “expenses”), incurred in connection with such proceeding, provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right to appeal establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Notwithstanding the foregoing, except as provided in Section E with respect to a suit to enforce rights to indemnification or advancement of expenses under this Article XI, GE shall be required to indemnify a director or officer under this Section A in connection with any suit (or part thereof) initiated by such person only if such suit (or part thereof) was authorized by the GE Board of Directors.
| B. | In addition to the right to indemnification conferred by Section A, a director or officer of GE shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, also have the right to be paid by GE the expenses incurred in defending any proceeding in advance of the final disposition of such proceeding upon delivery to GE of an undertaking by or on behalf of such person to repay any amounts so advanced if (i) such person is ultimately found, under the procedure set forth in Section C or by a court of competent jurisdiction, not to be entitled to indemnification under this Article XI or otherwise, or (ii) where indemnification is granted, to the extent the expenses so advanced by GE exceed the indemnification to which such person is entitled. |
| C. | To receive indemnification under Section A, a director or officer of GE shall submit to GE a written request, which shall include documentation or information that is necessary to determine the entitlement of such person to indemnification and that is reasonably available to such person Upon receipt by GE of a written request for indemnification, if required by the New York Business Corporation Law, a determination with respect to the request shall be made (i) by the GE Board of Directors, acting by a quorum consisting of directors who are not parties to the proceeding upon a finding that the director or officer has met the applicable standard of conduct set forth in the New York Business Corporation Law, or (ii) if a quorum of such disinterested directors is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by the GE Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the director or officer has met the applicable standard of conduct set forth in the New York Business Corporation Law or by the shareholders upon a finding that such person has met such standard of conduct. The determination of entitlement to indemnification shall be made, and such indemnification shall be paid in full, within 90 days after a written request for indemnification has been received by GE. Upon making a request for indemnification, a director or officer shall be presumed to be entitled to indemnification and the burden of establishing that a director or officer is not entitled to indemnification under this Article XI or otherwise shall be on GE. |
| D. | To receive an advancement of expenses under Section B, a director or officer shall submit to GE a written request, which shall reasonably evidence the expenses incurred by such person and shall include the undertaking required by Section B. Expenses shall be paid in full within 30 days after a written request for advancement has been received by GE. |
| E. | If a claim for indemnification or advancement of expenses is not paid in full by GE or on its behalf within the time frames specified in Section C or D, as applicable, a director or officer of GE may at any time thereafter bring suit against GE in a court of competent jurisdiction to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by GE to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a director or officer of GE to enforce a right to indemnification or advancement of expenses under this Article XI, or brought by GE to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that such person is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on GE. |
| F. | Notwithstanding any other provision of this Article XI, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, a director or officer of GE shall be entitled to indemnification against all expenses incurred by such person or on such person’s behalf if such person appears as a witness or otherwise incurs legal expenses as a result of or related to such person’s service (i) as a director or officer of GE, or (ii) while a director or officer of GE, at any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has |
served or has agreed to serve in any capacity at the request of GE, in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding to which such person neither is, nor is threatened to be made, a party.
| G. | GE may, to the extent authorized from time to time by the GE Board of Directors, or by a committee comprised of members of the GE Board of Directors or members of management as the GE Board of Directors may designate for such purpose, provide indemnification to employees or agents of GE who are not officers or directors of GE with such scope and effect as determined by the GE Board of Directors, or such committee. |
| H. | GE may indemnify any person to whom GE is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner. The right to be indemnified and to the advancement of expenses authorized by this Section H shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or disinterested directors or otherwise. |
| I. | The rights conferred by this Article XI shall be contract rights and shall vest at the time a person agrees to become a director or officer of GE. Such rights shall continue as to a person who has ceased to be a director or officer of GE and shall extend to the heirs and legal representatives of such person. Any repeal or modification of the provisions of this Article XI shall not adversely affect any right or protection hereunder of any director or officer in respect of any act or omission occurring prior to the time of such repeal or modification. |
| J. | If any provision of this Article XI is held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity, legality and enforceability of the remaining provisions of this Article XI (including without limitation, all portions of any section of this Article XI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Article XI (including, without limitation, all portions of any section of this Article XI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. |
| K. | This Article XI may be amended, modified or repealed either by action of the GE Board of Directors or by the vote of the shareholders. |
GE has purchased liability insurance for its officers and directors as permitted by Section 726 of the NYBCL.
In addition, GE has entered into indemnification agreements with each of its directors. Under these indemnification agreements, GE agrees to indemnify its directors for all expenses related to any action, suit, arbitration, or investigation (among other proceedings, as defined therein) and to advance expenses in advance of such matters’ final disposition. The right to indemnification and advancement is limited to the extent expressly prohibited by law, to the extent the expenses are covered by other sources (such as insurance or another indemnity clause, among others), or in connection with an action, suit or proceeding, or portion thereof, voluntarily initiated by the director, subject to certain exceptions.
GE Capital Funding, LLC
Section 18-303(a) of the Delaware Limited Liability Company Act (the “DLLCA”) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company shall be solely the limited liability company’s, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability solely by reason of being a member or acting as a manager. Section 18-108 of the DLLCA provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Section 16 of the Limited Liability Company Agreement of GE Capital Funding (the “LLC Agreement”) provides, in part, as follows:
| A. | No member, officer, manager, employee or agent of GE Capital Funding and no employee, representative, agent or affiliate of any member (collectively, the “covered persons”) shall be liable to GE Capital Funding or any other person who is bound by the LLC Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such covered person in good faith on behalf of GE Capital Funding and in a manner reasonably believed to be within the scope of |
the authority conferred on such covered person by the LLC Agreement, except that a covered person shall be liable for any such loss, damage or claim incurred by reason of such covered person’s willful misconduct.
| B. | To the fullest extent permitted by applicable law, a covered person shall be entitled to indemnification from GE Capital Funding for any loss, damage or claim incurred by such covered person by reason of any act or omission performed or omitted by such covered person in good faith on behalf of GE Capital Funding and in a manner reasonably believed to be within the scope of the authority conferred on such covered person by the LLC Agreement, except that no covered person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such covered person by reason of such covered person’s willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of GE Capital Funding assets only, and no member shall have personal liability on account thereof. |
| C. | To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a covered person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by GE Capital Funding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by GE Capital Funding of an undertaking by or on behalf of the covered person to repay such amount if it shall be determined that the covered person is not entitled to be indemnified as authorized in this Section 16. |
| D. | A Covered person shall be fully protected in relying in good faith upon the records of GE Capital Funding and upon such information, opinions, reports or statements presented to GE Capital Funding by any Person as to matters the covered person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of GE Capital Funding , including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the members might properly be paid. |
| E. | To the extent that, at law or in equity, a covered person has duties (including fiduciary duties) and liabilities relating thereto to GE Capital Funding or to any other covered person, a covered person acting under the LLC Agreement shall not be liable to GE Capital Funding or to any other covered person for its good faith reliance on the provisions of the LLC Agreement or any approval or authorization granted by GE Capital Funding or any other covered person. The provisions of the LLC Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered person to GE Capital Funding or its members otherwise existing at law or in equity, are agreed by the members to replace such other duties and liabilities of such covered person. |
| F. | The foregoing provisions of this Section 16 shall survive any termination of the LLC Agreement. |
Item 21. Exhibits and Financial Statement Schedules
Exhibit
No. | Description |
| | |
| 3.1 | The Restated Certificate of Incorporation of General Electric Company (Incorporated by reference to Exhibit 3(i) to General Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (Commission file number 001-00035)). |
| | |
| 3.2 | Certificate of Amendment, dated December 2, 2015 (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, dated December 3, 2015 (Commission file number 001-00035)). |
| | |
| 3.3 | Certificate of Amendment, dated January 19, 2016 (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, dated January 20, 2016 (Commission file number 001-00035)). |
| | |
| 3.4 | Certificate of Change of General Electric Company (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, dated September 1, 2016 (Commission file number 001-00035)). |
| | |
| 3.5 | Certificate of Amendment, dated May 13, 2019 (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, dated May 13, 2019 (Commission file number 001-00035)). |
| | |
| 3.6 | Certificate of Change of General Electric Company (Incorporated by reference to Exhibit 3.1 to General Electric’s Current Report on Form 8-K, dated December 9, 2019 (Commission file number 001-00035)) |
| | |
| 3.7 | The By-Laws of General Electric Company, as amended on May 13, 2019 (Incorporated by reference to Exhibit 3.2 to General Electric’s Current Report on Form 8-K dated May 13, 2019 (Commission file number 001-00035)). |
| | |
| 3.8** | The Certificate of Formation of GE Capital Funding, LLC, dated as of April 24, 2020. |
| | |
| 3.9** | The Limited Liability Company Agreement of GE Capital Funding, LLC, dated as of April 24, 2020. |
Exhibit
No. | Description |
| 4.1 | Indenture, dated as of May 18, 2020, among GE Capital Funding, LLC, as issuer, General Electric Company, as guarantor, and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to General Electric’s Current Report on Form 8-K filed on May 18, 2020 (Commission file number 001-00035)). |
| | |
| 4.2 | Company Order and Officer’s Certificate pursuant to the Indenture – 3.450% Notes due 2025, dated as of May 18, 2020 (Incorporated by reference to Exhibit 4.2 to General Electric’s Current Report on Form 8-K filed on May 18, 2020 (Commission file number 001-00035)). |
| | |
| 4.3 | Company Order and Officer’s Certificate pursuant to the Indenture – 4.050% Notes due 2027, dated as of May 18, 2020 (Incorporated by reference to Exhibit 4.3 to General Electric’s Current Report on Form 8-K filed on May 18, 2020 (Commission file number 001-00035)). |
| | |
| 4.4 | Company Order and Officer’s Certificate pursuant to the Indenture – 4.400% Notes due 2030, dated as of May 18, 2020 (Incorporated by reference to Exhibit 4.4 to General Electric’s Current Report on Form 8-K filed on May 18, 2020 (Commission file number 001-00035)). |
| | |
| 4.5 | Company Order and Officer’s Certificate pursuant to the Indenture – 4.400% Notes due 2030, dated as of June 15, 2020 (Incorporated by reference to Exhibit 4.4 to General Electric’s Current Report on Form 8-K filed on June 16, 2020 (Commission file number 001-00035)). |
| | |
| 4.6 | Company Order and Officer’s Certificate pursuant to the Indenture – 4.550% Notes due 2032, dated as of May 18, 2020 (Incorporated by reference to Exhibit 4.5 to General Electric’s Current Report on Form 8-K filed on May 18, 2020 (Commission file number 001-00035)). |
| | |
| 4.7 | Forms of 3.450% Notes due 2025, 4.050% Notes due 2027, 4.400% Notes due 2030 and 4.550% Notes due 2032 (Incorporated by reference to Exhibit 4.6 to General Electric’s Current Report on Form 8-K filed on May 18, 2020 (Commission file number 001-00035)). |
| | |
| 4.8** | Registration Rights Agreement, dated as of May 18, 2020, among GE Capital Funding, LLC, General Electric Company and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC. |
| | |
| 4.9** | Registration Rights Agreement, dated as of June 15, 2020, between GE Capital Funding, LLC, General Electric Company and Morgan Stanley & Co. LLC. |
| | |
| 5.1** | Opinion of Gibson, Dunn & Crutcher LLP. |
| | |
| 22 | List of Subsidiary Guarantors and Issuers of Guaranteed Securities (Incorporated by reference to Exhibit 22 to General Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission file number 001-00035)). |
| | |
| 23.1** | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
| | |
| 23.2* | Consent of KPMG LLP. |
| | |
| 24.1** | Power of Attorney. |
| | |
| 25.1** | Statement of Eligibility of Trustee, The Bank of New York Mellon, on Form T-1 with respect to the Indenture, dated as of May 18, 2020. |
| | |
| 99.1** | Form of Letter of Transmittal. |
* Filed herewith.
** Previously filed.
Item 22. Undertakings
Each of the undersigned registrants hereby undertakes:
To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of the receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
To supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on April 6, 2021.
| | GENERAL ELECTRIC COMPANY | |
| | | | |
| | By: | /s/ Thomas S. Timko | |
| | Name: Thomas S. Timko | |
| | Title: Vice President, Chief Accounting Officer and Controller | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | | Title | | Date |
| | | | | |
| * | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Director) | | April 6, 2021 |
| H. Lawrence Culp, Jr. | | | |
| | | | | |
| * | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | April 6, 2021 |
| Carolina Dybeck Happe | | | |
| | | | | |
| * | | Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | April 6, 2021 |
| Thomas S. Timko | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Sébastien M. Bazin | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Ashton Carter | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Francisco D’Souza | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Edward P. Garden | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Thomas W. Horton | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Risa Lavizzo-Mourey | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Catherine Lesjak | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Paula Rosput Reynolds | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| Leslie F. Seidman | | | | |
| | | | | |
| * | | Director | | April 6, 2021 |
| James S. Tisch | | | | |
| Signature | | Title | | Date |
| | | | | |
| /s/ Christoph A. Pereira | | As Attorney-In-Fact for the individuals noted above with an asterisk. | | April 6, 2021 |
| Christoph A. Pereira | | | |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Westport, State of Connecticut, on April 6, 2021.
| | GE CAPITAL FUNDING, LLC | |
| | | | |
| | By: | /s/ Michael Taets | |
| | Name: Michael Taets | |
| | Title: President and Sole Manager | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Michael Taets | | President and Sole Manager (Principal Executive Officer) | | April 6, 2021 |
| Michael Taets | | | |
| | | | | |
| /s/ Robert Giglietti | | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | | April 6, 2021 |
| Robert Giglietti | | | |
