Obbligazione General Electric Co. 4.35% ( US369604BY81 ) in USD

General Electric Co.

87.911 USD ▼

Stati Uniti

US369604BY81 ( in USD )

4.35% per anno ( pagato 2 volte l'anno)

30/04/2050

Prospetto opuscolo dell'obbligazione General Electric US369604BY81 en USD 4.35%, scadenza 30/04/2050

2 000 USD

3 750 000 000 USD

369604BY8

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/05/2026 ( In 83 giorni )

General Electric (GE) è una multinazionale statunitense operante in diversi settori industriali, tra cui l'aviazione, l'energia, la sanità e le tecnologie finanziarie.

The Obbligazione issued by General Electric Co. ( United States ) , in USD, with the ISIN code US369604BY81, pays a coupon of 4.35% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/04/2050

The Obbligazione issued by General Electric Co. ( United States ) , in USD, with the ISIN code US369604BY81, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by General Electric Co. ( United States ) , in USD, with the ISIN code US369604BY81, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

3B2 EDGAR HTML -- c95960_424b5.htm
424B2 1 c95960_424b2.htm
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-229886

Title of Each Class of
Maximum Offering
Proposed Maximum Aggregate
Amount of
Securities to be Registered
Amount to be Registered
Price Per Unit
Offering Price
Registration Fee(1)
4.350% Notes due 2050
$1,500,000,000
100.176%
$1,502,640,000
$195,042.67

(1) Calculated in accordance with Rule 457(r) of the Securities Act. A filing fee of $195,042.67 is being paid in connection with this offering.

Filed Pursuant to Rule 424(b)(2)
File No. 333-229886
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 26, 2019)
General Electric Company
$1,500,000,000 4.350% Notes due 2050
We are offering $1,500,000,000 of 4.350% Notes due 2050 (the "additional notes"). The additional notes offered hereby
constitute a further issuance of the 4.350% Notes due 2050, of which $2,250,000,000 aggregate principal amount was issued on April
22, 2020 (the "existing notes," and together with the additional notes, the "notes"). The additional notes will form a single series with,
and have the same terms (other than the initial offering price and the issue date) as, the existing notes. Upon settlement, the
additional notes will have the same CUSIP and ISIN numbers and will trade interchangeably with the existing notes. We expect the
additional notes and the existing notes to be fungible for U.S. federal income tax purposes. Immediately after giving effect to the
issuance of the additional notes offered hereby, we will have $3,750,000,000 aggregate principal amount of 4.350% Notes due 2050
outstanding.
The additional notes will bear interest at the rate of 4.350% per annum. We will pay interest on the notes semi-annually on May
1 and November 1 of each year beginning on November 1, 2020. The notes will mature on May 1, 2050. The interest payment to be
made with respect to the additional notes on November 1, 2020 will include interest deemed to have accrued from and including April
22, 2020, to, but excluding, the settlement date of the additional notes. Such accrued interest must be paid by the purchasers of the
additional notes.
We may redeem the notes at any time and from time to time prior to November 1, 2049 as a whole or in part, at our option, at
the applicable redemption prices described in this prospectus supplement. We may redeem all or a portion of the notes at our option
at any time and from time to time on or after November 1, 2049, at a redemption price equal to 100% of the principal amount of such
notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The additional notes will be unsecured obligations and rank equally with our other unsecured and unsubordinated indebtedness.
The additional notes will be issued only in fully registered, book-entry form in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
See "Risk Factors" on page S-8 for a discussion of certain risks that should be considered in connection with an
investment in the additional notes.

Price to
Underwriting
Proceeds, Before
Public(1)
Discount
Expenses, to us(1)

Per additional note

100.176%

0.875%

99.301%

Additional notes total
$1,502,640,000
$13,125,000
$1,489,515,000

Total
$1,502,640,000
$13,125,000
$1,489,515,000

https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
(1) Plus interest deemed to have accrued from April 22, 2020, to, but excluding, the settlement date of the additional notes, totaling
$9,606,250. Such accrued interest must be paid by the purchasers of the additional notes.
We do not intend to apply to list the additional notes on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the additional notes in book-entry form only through the facilities of The Depository Trust
Company, for the benefit of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or
about June 15, 2020.
Sole Book-Running Manager
Morgan Stanley
Co-Managers

BNP PARIBAS

SMBC Nikko

Blaylock Van, LLC
The date of this prospectus supplement is June 8, 2020.

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the
additional notes. The second part is the accompanying prospectus dated February 26, 2019, which we refer to as the "accompanying
prospectus." The accompanying prospectus contains a description of our debt securities and gives more general information, some of
which may not apply to the additional notes. If the information set forth in this prospectus supplement differs in any way from the
information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.
We are responsible for the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and in any related free writing prospectus we prepare or authorize. We have not, and the underwriters have
not, authorized anyone to give you any other information, and neither we nor the underwriters take responsibility for any other
information that others may give you. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information provided by this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference in this prospectus supplement and in the accompanying
prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
Before you invest in the additional notes, you should carefully read the registration statement described in the accompanying
prospectus (including the exhibits thereto) of which this prospectus supplement and the accompanying prospectus form a part, this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus. The incorporated documents are described in this prospectus supplement under "Where You Can
Find More Information."
Except as the context may otherwise require in this prospectus supplement, references to "General Electric" refer to General
Electric Company and to "GE," "we," "us" and "our" refer to General Electric Company and its subsidiaries. In addition, references
to "GE Capital" and "Capital" refer to GE Capital Global Holdings, LLC and its subsidiaries.
S-i

TABLE OF CONTENTS

Page

Prospectus Supplement
Where You Can Find More Information
S-1

Forward-Looking Statements
S-2

Summary of the Offering
S-4

Risk Factors
S-8

Use of Proceeds
S-10

https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
Description of Notes
S-11

Certain United States Federal Income And Estate Tax Considerations
S-18

Underwriting
S-23

Validity of the Notes
S-29

Experts
S-29

Prospectus

Page

ABOUT THIS PROSPECTUS

1

WHERE YOU CAN FIND MORE INFORMATION

1

FORWARD-LOOKING STATEMENTS

2

THE COMPANY

4

RISK FACTORS

4

USE OF PROCEEDS

4

GENERAL DESCRIPTION OF SECURITIES

5

DESCRIPTION OF DEBT SECURITIES

5

DESCRIPTION OF PREFERRED STOCK

19

DESCRIPTION OF COMMON STOCK

19

DESCRIPTION OF WARRANTS

19

DESCRIPTION OF DELAYED DELIVERY CONTRACTS

20

DESCRIPTION OF GUARANTEES

20

PLAN OF DISTRIBUTION

21

VALIDITY OF THE SECURITIES

24

EXPERTS

24

S-ii

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Our SEC filings are available to the public from the SEC's web site at http://www.sec.gov. Information
about us, including our SEC filings, is also available at our Internet site at http://www.ge.com. However, the information on our
Internet site is not a part of this prospectus supplement or the accompanying prospectus.
The SEC allows us to "incorporate by reference" in this prospectus supplement and the accompanying prospectus the information
in other documents that we file with it, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying
prospectus, and information in documents that we file later with the SEC will automatically update and supersede information
contained in documents filed earlier with the SEC or contained in this prospectus supplement and the accompanying prospectus. We
incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any future
filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), until we sell all of the securities that may be offered by this prospectus supplement; provided, however, that we
are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with
SEC rules:

· the Annual Report on Form 10-K for the year ended December 31, 2019 that we filed with the SEC on February 24, 2020;

· the Quarterly Report on Form 10-Q for the three months ended March 31, 2020 that we filed with the SEC on April 29, 2020;

· the Current Reports on Form 8-K that we filed with the SEC on February 20, 2020, April 6, 2020, April 13, 2020 (expressly
excluding the information furnished under Item 2.02), April 13, 2020, April 20, 2020, April 22, 2020, May 6, 2020, May 7,
2020, May 11, 2020, May 18, 2020 and June 9, 2020; and

· the portions of the Definitive Proxy Statement on Schedule 14A filed on March 12, 2020 for our 2020 annual meeting on May
5, 2020, incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2019.
You may request a copy of any or all of the documents referred to above which may have been or may be incorporated by
reference into this prospectus supplement and accompanying prospectus (excluding certain exhibits to the documents) at no cost to
https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
you by writing or telephoning us at the following address:
General Electric Company
5 Necco Street
Boston, Massachusetts 02210
Attn: Corporate Investor Communications
(617) 443-3000
S-1

FORWARD-LOOKING STATEMENTS
This prospectus supplement and the information incorporated by reference in this prospectus supplement contain "forward-
looking statements"--that is, statements related to future, not past, events. In this context, 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
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;
S-2

· 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;

https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
· 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 this prospectus supplement and 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.
S-3

SUMMARY OF THE OFFERING
The following is a brief summary of some of the terms of this offering. It does not contain all of the information that you
need to consider in making your investment decision. To understand all of the terms of the offering of the additional notes, you
should carefully read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein.
About General Electric Company
We are a high-tech industrial company that operates worldwide through our four industrial segments, Power, Renewable
Energy, Aviation and Healthcare, and our financial services segment, Capital. The Power segment offers technologies, solutions,
and services related to energy production, including gas and steam turbines, generators, and power generation services. The
Renewable Energy segment provides wind turbine platforms, hardware and software, offshore wind turbines, solutions, products
and services to the hydropower industry, blades for onshore and offshore wind turbines, and high voltage equipment. The
Aviation segment provides jet engines and turboprops for commercial airframes, maintenance, component repair, and overhaul
services, as well as replacement parts, additive machines and materials, and engineering services. The Healthcare segment
provides healthcare technologies in medical imaging, digital solutions, patient monitoring and diagnostics, drug discovery and
performance enhancement solutions. The Capital segment leases and finances aircraft, aircraft engines and helicopters, provides
financial and underwriting solutions, and manages our run-off insurance operations.
We serve customers in over 170 countries. Manufacturing and service operations are carried out at 94 manufacturing plants
located in 30 states in the United States and Puerto Rico and at 190 manufacturing plants located in 37 other countries.
At year-end 2019, General Electric Company and consolidated affiliates employed approximately 205,000 people, of whom
approximately 70,000 were employed in the United States. Our Power, Renewable Energy, Aviation, Healthcare, and Capital
segments employed approximately 38,000, 43,000, 52,000, 56,000 and 2,000 people, respectively. Our Corporate business
employed approximately 13,000 employees.
https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
General Electric's address is 1 River Road, Schenectady, NY 12345-6999. We also maintain executive offices at 5 Necco
Street, Boston, MA 02210. General Electric is incorporated in New York State.
Recent Developments
The global Coronavirus Disease 2019 (COVID-19) pandemic has significantly impacted global economies, resulting in
workforce and travel restrictions, supply chain and production disruptions and reduced demand and spending across many
sectors. During the latter part of the first quarter of 2020, these factors began having a material adverse impact on our operations,
financial performance and the prices of our securities, as well as on the operations and financial performance of many of the
customers and suppliers in industries that we serve, and that material adverse impact is ongoing.
We currently anticipate that the negative financial impacts of the COVID-19 pandemic across our businesses will continue
through the remainder of 2020. In response, we have announced $2.0 billion of cost reductions and $3.0 billion of cash
preservation actions. As we disclosed in an investor conference on May 28, 2020, we anticipate that GE Industrial free cash
flows for the second quarter of 2020 will be in a range of negative $3.5 billion to negative $4.5 billion. Despite expected
improvement in the second half of 2020, we do not expect to have positive GE Industrial free cash flows in 2020. We currently
expect positive GE Industrial free cash flows in 2021. In line with previous disclosure of the negative financial impacts of the
COVID-19 pandemic in particular on our Aviation segment and our GE Capital Aviation Services (GECAS) aircraft leasing
business within our Capital segment, we continue to closely monitor the impacts from pressures in the aviation aftermarket,
reduced utilization levels on long-term service agreements, customer deferrals, repossession or restructuring exposure at GECAS
and related dynamics that could contribute to significant charges and impairments in the second quarter of 2020, including the
charge related to
S-4

long-term service agreements that we noted at the May 28, 2020 investor conference that we anticipate will be in the hundreds of
millions of dollars in the second quarter.
Since March 31, 2020, we have taken a number of actions to manage our outstanding debt in line with our goals to enhance
and extend our liquidity and preserve flexibility amid market uncertainty.
For GE, in April, we repurchased $4.2 billion of outstanding GE senior notes using proceeds from a new offering of $6.0
billion of GE senior notes. We also repaid approximately $0.3 billion of other outstanding GE indebtedness subsequent to that
offering. We are targeting repayment of a further $1.5 billion of outstanding GE debt obligations in the second quarter of 2020
that will complete the usage of the $6.0 billion that was issued.
For GE Capital, in April, we repurchased approximately $5.5 billion of outstanding GE Capital senior notes using proceeds
from the sale of our Biopharma business, and, in May, we repurchased $4.5 billion of outstanding GE Capital senior notes using
the proceeds of a new offering of $4.5 billion of GE Capital senior notes.
See "Risk Factors--The COVID-19 pandemic is having a material adverse impact on our operations and financial
performance, as well as on the operations and financial performance of many of the customers and suppliers in industries that we
serve. We are unable to predict the extent to which the pandemic and related impacts will continue to adversely impact our
business operations, financial performance, results of operations, financial position and the achievement of our strategic
objectives" in this prospectus supplement and "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Significant Developments--Coronavirus Disease 2019 (COVID-19) Pandemic" in our Quarterly Report on Form 10-
Q for the first quarter of 2020, filed with the SEC on April 29, 2020 for more information, including factors that could cause our
reported results to differ materially from our expectations. GE Industrial free cash flows is considered a "non-GAAP financial
measure" under the SEC rules. We do not address a forward-looking version of the closest GAAP financial measure (GE cash
from operating activities) or provide a reconciliation because it is not practicable at the time of this document to determine or
estimate each of the items that differ in the comparable non-GAAP financial measure, which items and amounts could be
material.
Concurrent Bond Offering
Concurrently with this offering, GE Capital Funding, LLC, a finance subsidiary of GE Capital, commenced an unregistered
offering of 4.400% Notes due 2030 (the "Additional GE Capital Notes"). The Additional GE Capital Notes will constitute a
further issuance of 4.400% Notes due 2030, of which $1,400,000,000 aggregate principal amount was issued on May 18, 2020.
The Additional GE Capital Notes will be fully and unconditionally guaranteed by GE. The Additional GE Capital Notes will rank
https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
pari passu with the outstanding existing and future senior unsecured debt of GE. We intend to use the net proceeds from the sale
of the Additional GE Capital Notes, along with the proceeds received by GE Capital through repayment of intercompany loans
by GE from the net proceeds of this offering, if any, to repurchase, redeem or repay GE Capital's outstanding debt obligations,
including upcoming maturities of outstanding notes. The Additional GE Capital Notes are being offered pursuant to exemptions
provided in the Securities Act, and they are not being offered pursuant to this prospectus supplement and the accompanying
prospectus.
S-5

The Offering

The Issuer
General Electric Company, a New York corporation.
Securities Offered
$1,500,000,000 4.350% Notes due 2050.

The additional notes offered hereby constitute a further issuance of the
4.350% Notes due 2050, of which $2,250,000,000 aggregate principal
amount was issued on April 22, 2020. The additional notes will form a
single series with, and have the same terms (other than the initial offering
price and the issue date) as, the existing notes. Upon settlement, the
additional notes will have the same CUSIP and ISIN numbers and will
trade interchangeably with the existing notes. We expect the additional
notes and the existing notes to be fungible for U.S. federal income tax
purposes. Immediately after giving effect to the issuance of the additional
notes offered hereby, we will have $3,750,000,000 aggregate principal
amount of 4.350% Notes due 2050 outstanding.
Original Issue Date
June 15, 2020.
Maturity Date
The notes will mature on May 1, 2050.
Interest Payment Dates
Interest on the notes will be paid semi-annually on May 1 and November
1 of each year, beginning on November 1, 2020. The interest payment to
be made with respect to the additional notes on November 1, 2020 will
include interest deemed to have accrued from and including April 22,
2020, to, but excluding, the settlement date of the additional notes. Such
accrued interest must be paid by the purchasers of the additional notes.
Initial Public Offering Price
100.176% of the aggregate principal amount of the additional notes, plus
accrued interest from and including April 22, 2020 to, but excluding, the
settlement date of the additional notes.
Aggregate Accrued Interest
$9,606,250 of accrued interest from and including April 22, 2020 to, but
excluding, the settlement date of the additional notes.
Interest Rate
4.350% per annum.
Redemption
We may redeem the notes at any time and from time to time prior to
November 1, 2049, as a whole or in part, at our option, at the applicable
redemption prices described under the heading "Description of Notes--
Optional Redemption" in this prospectus supplement.

Notwithstanding the immediately preceding paragraph, we may redeem all
or a portion of the notes at our option at any time and from time to time
on or after November 1, 2049, at a redemption price equal to 100% of the
principal amount of such notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
Use of Proceeds
We estimate that the net proceeds from the sale of the additional notes will
be approximately $1.49 billion after deducting the underwriting discount
and our estimated
S-6

expenses of this offering. We intend to use the net proceeds from the sale
https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
of the additional notes to repurchase, redeem or repay outstanding debt
obligations. Outstanding debt obligations may include all or a portion of
outstanding intercompany debt obligations to GE Capital.
Ranking
The additional notes will be unsecured obligations of ours and will rank
equally with our other unsecured and unsubordinated indebtedness.
Denominations
The additional notes will be issued in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
Form of Notes
The additional notes will be issued only in fully registered, book-entry
form. One or more global notes will be deposited with or on behalf of The
Depository Trust Company ("DTC").
Absence of Public Market
We cannot assure you as to the liquidity of any market for the notes. We
have been advised by the underwriters that they presently intend to make a
market in the additional notes after completion of the offering. However,
the underwriters are under no obligation to do so and may discontinue any
market-making activities at any time without any notice.
Additional Issues
We may from time to time, without notice to or the consent of the holders
of the notes, create and issue further additional notes ranking equally and
ratably with the notes in all respects, or in all respects except for the
payment of interest accruing prior to the issue date or except for the first
payment of interest following the issue date of those further additional
notes; provided that, if such further additional notes are not fungible for
U.S. federal income tax purposes with the notes, such further additional
notes will have a different CUSIP, ISIN and/or any other identifying
number. Any such further additional notes will have the same terms as to
status, redemption or otherwise as the notes.
Governing Law
The additional notes and the indenture under which they will be issued
will be governed by New York law.
Listing
The additional notes will not be listed on any securities exchange.
Trustee, Registrar and Paying Agent
The Bank of New York Mellon.
Risk Factors
Investing in the additional notes involves risks. See "Risk Factors" for
more information.
S-7

RISK FACTORS
Investing in the additional notes involves risks. You should carefully consider the risks described under "Risk Factors" in Part I,
Item 1A, of 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, as well as the other information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before making a decision to
invest in our notes. See "Where You Can Find More Information" above.
The COVID-19 pandemic is having a material adverse impact on our operations and financial performance, as well as on the
operations and financial performance of many of the customers and suppliers in industries that we serve. We are unable to predict
the extent to which the pandemic and related impacts will continue to adversely impact our business operations, financial
performance, results of operations, financial position and the achievement of our strategic objectives.
Our operations and financial performance have been negatively impacted by the COVID-19 pandemic that has caused, and is
expected to continue to cause, the global slowdown of economic activity (including the decrease in demand for a broad variety of
goods and services), disruptions in global supply chains and significant volatility and disruption of financial markets. Because the
severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and
difficult to predict, the pandemic's impact on our operations and financial performance, as well as its impact on our ability to
successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. Further, the ultimate impact of
the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control,
including: governmental, business and individuals' actions that have been and continue to be taken in response to the pandemic
(including restrictions on travel and transport and workforce pressures); the impact of the pandemic and actions taken in response on
https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
global and regional economies, travel, and economic activity; the availability of federal, state, local or non-U.S. funding programs;
general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of
economic growth; and the pace of recovery when the COVID-19 pandemic subsides.
The COVID-19 pandemic has subjected our operations, financial performance and financial condition to a number of risks,
including those discussed below:

· Operations-related risks: Across all of our businesses, we are facing increased operational challenges from the need to protect
employee health and safety, site shutdowns, workplace disruptions and restrictions on the movement of people, raw materials
and goods, both at our own facilities and at those of our customers and suppliers. We are also experiencing, and expect to
continue experiencing, lower demand and volume for products and services, customer requests for potential payment deferrals
or other contract modifications, supply chain under-liquidation, delays of deliveries and the achievement of other billing
milestones, delays or cancellations of new projects and related down payments and other factors related directly and indirectly
to the COVID-19 pandemic that adversely impact our businesses. We expect that the longer the period of economic and global
supply chain and disruption continues, the more material the adverse impact will be on our business operations, financial
performance and results of operations, and this could include additional charges, goodwill or other asset impairments and other
adverse financial impacts in future periods.

· Customer-related risks: In particular, the interruption of regional and international air travel from COVID-19 has resulted in a
severe decline of business and leisure traffic and is having a material adverse effect on our airline and airframer customers, the
viability of their businesses and their demand for our services and products. Changes in passenger air travel trends arising from
COVID-19 may continue to develop or persist over time and further contribute to this material adverse effect. We are also
observing a significant increase in the number of requests for payment deferrals, contract modifications, aircraft lease
restructurings and similar actions across the aviation sector, and these trends may lead to additional charges, goodwill or other
S-8

asset impairments and other material adverse financial impacts at GE Aviation and GE Capital Aviation Services over time. We
have depended on the strength of our Aviation business as we have been working to improve the operations and execution of
other GE businesses and strengthen the company's balance sheet. As a result, disruption of the aviation industry, which could
continue for an uncertain period of time, is particularly significant for GE. Across our businesses, to varying degrees, we
anticipate that some existing or potential customers will continue to delay or cancel plans to purchase our products and services,
or may not be able to fulfill prior obligations in a timely fashion, as a result of ongoing effects related to the COVID-19
pandemic and adverse economic conditions more broadly.

· Leverage- and market-related risks: The current financial market dynamics and volatility pose heightened risks to our timelines
for decreasing our leverage, and we now expect to achieve our prior targets over a longer period than previously announced as
we seek to maintain appropriate liquidity to compensate for lower (or negative) cash flows from operations or as variables
impacting our leverage ratios fluctuate with extreme market volatility. For example, lower discount rates and lower asset
valuations at the time of remeasurement can materially impact the calculation of long-term liabilities such as our pension
deficit, GAAP insurance reserve and insurance statutory calculations. In addition, extreme volatility in financial and
commodities markets has had and may continue to have adverse impacts on other asset valuations such as the market value of
our remaining equity interest in Baker Hughes and the value of the investment portfolios supporting our pension and long-term
insurance liabilities. Our long-term liabilities are sensitive to numerous factors and assumptions that can move in offsetting
directions and should be considered as of the time of a relevant measurement event.

· Liquidity- and funding-related risks: While we have significant sources of cash and liquidity and access to committed credit
lines, a prolonged period of generating lower (or negative) cash flows from operations could adversely affect our financial
condition and the achievement of our strategic objectives. As described in the Capital Resources and Liquidity section of our
Quarterly Report on Form 10-Q for the first quarter of 2020, in April 2020, Moody's and S&P changed their credit rating
outlooks for GE and GE Capital from Stable to Negative, and Fitch lowered its credit ratings for GE and GE Capital. There
can also be no assurance that we will not face additional credit rating downgrades as a result of weaker than anticipated
performance of our businesses, slower progress in decreasing our leverage or other factors. Future downgrades could further
adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets, and a
significant downgrade could have an adverse commercial impact on our industrial businesses. Conditions in the financial and
credit markets may also limit the availability of funding or increase the cost of funding (including for receivables monetization
or supply chain finance programs), which could adversely affect our business, financial position and results of operations.
Although the U.S. federal and other governments have announced a number of funding programs to support businesses, our
ability or willingness to access funding under such programs may be limited by regulations or other guidance, or by further
https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

3B2 EDGAR HTML -- c95960_424b5.htm
change or uncertainty related to the terms of these programs.
As the COVID-19 pandemic continues to adversely affect our operating and financial results, it may also have the effect of
heightening many of the other risks described in the risk factors in our Annual Report on Form 10-K for the year ended December
31, 2019. In particular, see the risk factors regarding "Global macro-environment," "Supply chain," "Leverage and borrowings,"
"Liquidity" and "Economy, customers & counterparties," as updated by the information in this risk factor. Refer also to the Critical
Accounting Estimates section of our Quarterly Report on Form 10-Q for the first quarter of 2020, for additional details about how
COVID-19 related market events may affect our insurance business and pension assumptions, and to Note 8 to the consolidated
financial statements in that report for additional details about goodwill and reporting units that at March 31, 2020 had fair values that
were not significantly in excess of their respective carrying values. Further, the COVID-19 pandemic may also affect our operating
and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our
operations or financial results.
S-9

USE OF PROCEEDS
We estimate that the net proceeds from the sale of the additional notes will be approximately $1.49 billion after deducting the
underwriting discount and our estimated expenses of this offering. We intend to use the net proceeds from the sale of the additional
notes to repurchase, redeem or repay outstanding debt obligations. Outstanding debt obligations may include all or a portion of
outstanding intercompany debt obligations to GE Capital. Pending such use of the net proceeds, we may invest the net proceeds in
highly liquid short-term securities.
S-10

DESCRIPTION OF NOTES
The following description of the particular terms of the additional notes offered by this prospectus supplement supplements the
description of the general terms and provisions of the debt securities in the accompanying prospectus.
General
The additional notes are to be issued under the senior note indenture, dated October 9, 2012, and the officer's certificate to be
dated as of June 15, 2020, between us and The Bank of New York Mellon, as trustee (the "Trustee"), which are more fully described
in the accompanying prospectus. We will issue a total of $1,500,000,000 aggregate principal amount of 4.350% Notes that will mature
on May 1, 2050.
The additional notes offered hereby constitute a further issuance of the 4.350% Notes due 2050, of which $2,250,000,000
aggregate principal amount was issued on April 22, 2020. The additional notes will form a single series with, and have the same terms
(other than the initial offering price and the issue date) as, the existing notes. Upon settlement, the additional notes will have the
same CUSIP and ISIN numbers and will trade interchangeably with the existing notes. We expect the additional notes and the
existing notes to be fungible for U.S. federal income tax purposes. Immediately after giving effect to the issuance of the additional
notes offered hereby, we will have $3,750,000,000 aggregate principal amount of 4.350% Notes due 2050 outstanding.
The additional notes will be unsecured and will rank equally with our other unsecured and unsubordinated indebtedness. The
following description of the terms of the additional notes supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the debt securities set forth in the accompanying prospectus.
The additional notes will be issued only in fully registered, book-entry form, in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
By "business day" we mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order to close in New York, New York, United States.
Interest and Principal
The additional notes will bear interest from April 22, 2020 at the annual rates stated on the cover of this prospectus supplement.
We will pay interest on the notes semi-annually on May 1 and November 1 of each year and on the maturity date of the notes (each,
an "interest payment date"), beginning on November 1, 2020 to the persons in whose names the notes are registered at the close of
business on April 15 and October 15, as the case may be (in each case, whether or not a business day), immediately preceding the
https://www.sec.gov/Archives/edgar/data/40545/000093041320001586/c95960_424b2.htm[6/10/2020 1:07:49 PM]

Document Outline

#1">
- #1">