General Electric Co 10-Q for FY2023 Q2
General Electric Co (GE)
10-Q
2023-07-25
For: 2023-06-30
View Original
Added on
April 02, 2026
About this 10-Q
General Electric Co filed this 10-Q on July 25, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16.7B
- up 18.2% from $14.13B a year earlier
- Net income
- $35M
- compared with a net loss of $882M a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.86 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2023
OR
For the transition period from ____ to ____
Commission file number 001-00035
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant’s telephone number, including area code) (617 ) 443-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
☑ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 1,088,378,193 shares of common stock with a par value of $0.01 per share outstanding at June 30, 2023.
TABLE OF CONTENTS
| Page | |||||
Note 19 Other Income (Loss) | |||||
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 planned and potential transactions, including our plan to pursue a spin-off of our portfolio of energy businesses that are planned to be combined as GE Vernova; the impacts of macroeconomic and market conditions and volatility on our business operations, financial results and financial position and on the global supply chain and world economy; our expected financial performance, including cash flows, revenues, organic growth, margins, earnings and earnings per share; impacts related to the COVID-19 pandemic; our de-leveraging plans, including leverage ratios and targets, the timing and nature of actions to reduce indebtedness and our credit ratings and outlooks; our 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 areas where risks or uncertainties could cause our actual results to be materially different than those expressed in our forward-looking statements include:
•our success in executing planned and potential transactions, including our plan to pursue a spin-off of GE Vernova, and sales or other dispositions of our equity interests in AerCap Holdings N.V. (AerCap) and GE HealthCare, the timing for such transactions, the ability to satisfy any applicable pre-conditions, and the expected proceeds, consideration and benefits to GE;
•changes in macroeconomic and market conditions and market volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, rising interest rates, perceived weakness or failures of banks, the value of securities and other financial assets (including our equity interests in AerCap and GE HealthCare), oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on our business operations, financial results and financial position;
•global economic trends, competition and geopolitical risks, including impacts from the ongoing conflict between Russia and Ukraine and the related sanctions and other measures, decreases in the rates of investment or economic growth globally or in key markets we serve, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and China or other countries, and related impacts on our businesses' global supply chains and strategies;
•the status of the ongoing recovery from the impact of the COVID-19 pandemic, including impacts of virus variants and resurgences, and of government, business and individual responses, and in particular any adverse impacts to the aviation industry and its participants;
•our capital allocation plans, including de-leveraging actions to reduce GE's indebtedness, the capital structures of the public companies that we plan to form from our businesses with the planned spin-off, the timing and amount of dividends, share repurchases, acquisitions, organic investments, and other priorities;
•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 funding profile, costs, liquidity and competitive position;
•the amount and timing of our cash flows and earnings, which may be impacted by macroeconomic, customer, supplier, competitive, contractual and other dynamics and conditions;
•capital and liquidity needs associated with our financial services operations, including in connection with our run-off insurance operations and mortgage portfolio in Poland (Bank BPH), the amount and timing of any required capital contributions and any strategic actions that we may pursue;
•market developments or customer actions that may affect demand and the financial performance of major industries and customers we serve, such as demand for air travel and other aviation industry dynamics; pricing, cost, volume and the timing of investment by customers or industry participants and other factors in renewable energy markets; conditions in key geographic markets; technology developments; and other shifts in the competitive landscape for our products and services;
•operational execution by our businesses, including the success at our Renewable Energy business in improving product quality and fleet availability, executing on cost reduction initiatives and other aspects of operational performance, as well as the performance of GE Aerospace amidst the ongoing market recovery;
•changes in law, regulation or policy that may affect our businesses, such as trade policy and tariffs, regulation and incentives related to climate change (including the impact of the Inflation Reduction Act and other policies), and the effects of tax law changes;
•our decisions about investments in research and development, and 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 improvements, 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, Bank BPH and other investigative and legal proceedings;
•the impact of actual or potential quality issues or failures of our products or third-party products with which our products are integrated, and related costs and reputational effects;
•the impact of potential information technology, cybersecurity or data security breaches at GE or third parties; and
•the other factors that are described in the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2022, 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. We do not undertake to update our forward-looking statements. This document includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.
2023 2Q FORM 10-Q 3
ABOUT GENERAL ELECTRIC. General Electric Company (General Electric, GE or the Company) is a high-tech industrial company that operates worldwide through its three segments, Aerospace, Renewable Energy, and Power. Our products include commercial and defense aircraft engines and systems; wind and other renewable energy generation equipment and grid solutions; and gas, steam, nuclear and other power generation equipment. We have significant global installed bases of equipment across these sectors, and services to support these products are also an important part of our business alongside new equipment sales.
In November 2021, we announced a strategic plan to form three industry-leading, global, investment-grade public companies from (i) our Aerospace business, (ii) our portfolio of energy businesses, including our Renewable Energy and Power businesses, which we plan to combine and refer to as GE Vernova, and (iii) our former HealthCare business. In July 2022, we announced the new brand names for our three planned future companies: GE Aerospace, GE HealthCare and GE Vernova. For purposes of this report, we refer to our reporting segments as Aerospace, Renewable Energy and Power. The composition of these reporting segments is unchanged. On January 3, 2023, we completed the separation of the HealthCare business from GE through the spin-off of GE HealthCare Technologies Inc. (GE HealthCare). In the spin-off, GE made a pro-rata distribution of approximately 80.1% of the shares of GE HealthCare’s common stock to GE shareholders, retaining approximately 19.9% of GE HealthCare common stock. Following the disposition of 28.8 million shares in the second quarter of 2023, GE now owns approximately 13.5% of GE HealthCare common stock.
The historical results of GE HealthCare and certain assets and liabilities included in the spin-off are now reported in GE's consolidated financial statements as discontinued operations. We continue to refer to our reporting segments of Renewable Energy and Power, each of which are expected to become GE Vernova businesses, reflecting the organization and management of these businesses within GE today. Additionally, on January 1, 2023, we adopted Accounting Standards Update No. 2018-12, Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. See Note 13 for further information.
GE’s Internet address at www.ge.com, Investor Relations website at www.ge.com/investor-relations and our corporate blog at www.gereports.com, as well as GE’s LinkedIn and other social media accounts, including @GE_Reports, contain a significant amount of information about GE, including financial and other information for investors. GE encourages investors to visit these websites from time to time, as information is updated and new information is posted.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A). The consolidated financial statements of General Electric Company are prepared in conformity with U.S. generally accepted accounting principles (GAAP). Unless otherwise noted, tables are presented in U.S. dollars in millions. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from the underlying numbers in millions. Discussions throughout this MD&A are based on continuing operations unless otherwise noted. The MD&A should be read in conjunction with the Financial Statements and Notes to the consolidated financial statements.
In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP financial measures” under SEC rules. See the Non-GAAP Financial Measures section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures.
CONSOLIDATED RESULTS
SECOND QUARTER 2023 RESULTS. Total revenues were $16.7 billion, up $2.6 billion for the quarter, driven primarily by increases at Aerospace and Renewable Energy.
Continuing earnings (loss) per share was $0.91. Excluding the results from our run-off Insurance business, gains (losses) on retained and sold ownership interests, non-operating benefit costs, Russia and Ukraine charges, separation costs and restructuring costs, Adjusted earnings per share* was $0.68. For the three months ended June 30, 2023, profit margin was 8.3% and profit was up $2.4 billion, primarily due to an increase in gains on retained and sold ownership interests of $1.9 billion, an increase in segment profit of $0.4 billion, an increase in non-operating benefit income of $0.3 billion and a decrease in interest and other financial charges of $0.1 billion. These increases were partially offset by Russia and Ukraine charges of $0.2 billion, an increase in restructuring and other charges of $0.1 billion and an increase in separation costs of $0.1 billion. Adjusted organic profit* increased $0.4 billion, driven primarily by increases at Aerospace and Renewable Energy.
Cash flows from operating activities (CFOA) were $0.5 billion and $(0.4) billion for the six months ended June 30, 2023 and 2022, respectively. CFOA increased primarily due to an increase in net income (after adjusting for depreciation of property, plant, and equipment, amortization of intangible assets and non-cash (gains) losses related to our retained and sold ownership interests in GE HealthCare, AerCap and Baker Hughes) and a decrease in cash used for working capital, which includes certain separation cash expenditures. Free cash flows* (FCF) were $0.5 billion and $(1.0) billion for the six months ended June 30, 2023 and 2022, respectively. FCF* increased primarily due to the same reasons as noted for CFOA above, after adjusting for an increase in separation cash expenditures, which are excluded from FCF*. See the Capital Resources and Liquidity - Statement of Cash Flows section for further information.
Remaining performance obligation (RPO) includes unfilled customer orders for equipment, excluding any purchase order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period, the estimated amount of unsatisfied performance obligations for time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs and other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. See Note 8 for further information.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 4
| RPO | June 30, 2023 | December 31, 2022 | |||||||||
| Equipment | $ | 53,538 | $ | 44,198 | |||||||
| Services | 192,249 | 192,385 | |||||||||
| Total RPO | $ | 245,787 | $ | 236,582 | |||||||
As of June 30, 2023, RPO increased $9.2 billion (4%) from December 31, 2022, primarily at Renewable Energy, from new orders at Grid, a new Offshore Wind project in the U.S. and orders exceeding revenue at Onshore Wind; at Aerospace, from an increase in Commercial and Defense orders; and at Power, driven by increases at Gas Power and Power Conversion equipment.
| REVENUES | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||
| Equipment revenues | $ | 6,688 | $ | 5,266 | $ | 11,976 | $ | 9,874 | ||||||||||||
| Services revenues | 9,163 | 8,096 | 17,571 | 15,397 | ||||||||||||||||
| Insurance revenues | 847 | 766 | 1,639 | 1,530 | ||||||||||||||||
| Total revenues | $ | 16,699 | $ | 14,127 | $ | 31,185 | $ | 26,802 | ||||||||||||
For the three months ended June 30, 2023, total revenues increased $2.6 billion (18%). Equipment revenues increased, primarily at Aerospace, due to an increase in commercial install and spare engine unit shipments, and at Renewable Energy, due to higher equipment revenue across all businesses; partially offset by a decrease at Power, due to lower Aeroderivative shipments and a reduction in Steam Power equipment due to the ongoing exit of new build coal. Services revenues increased, primarily at Aerospace, due to increased commercial spare part shipments and internal shop visit volume, and higher prices, and at Power, due to growth in Gas Power services.
Excluding the change in Insurance revenues, the net effects of acquisitions and dispositions and the effects of a weaker U.S. dollar, organic revenues* increased $2.5 billion (19%), with equipment revenues up $1.5 billion (28%) and services revenues up $1.1 billion (13%). Organic revenues* increased at Aerospace and Renewable Energy, partially offset by a decrease at Power.
For the six months ended June 30, 2023, total revenues increased $4.4 billion (16%). Equipment revenues increased, primarily at Aerospace, due to an increase in commercial install and spare engine unit shipments and at Renewable Energy, due to higher equipment revenue at Offshore Wind associated with Haliade-X ramp up as well as at Grid. Services revenues increased, primarily at Aerospace, due to increased commercial spare part shipments and internal shop visit volume, and higher prices, and at Power, due to growth in Gas Power services, partially offset by a decrease at Renewable Energy, due to fewer repower unit deliveries at Onshore Wind.
Excluding the change in Insurance revenues, the net effects of acquisitions and dispositions and the effects of a weaker U.S. dollar, organic revenues* increased $4.6 billion (18%), with equipment revenues up $2.3 billion (24%) and services revenues up $2.2 billion (14%). Organic revenues* increased at Aerospace, Renewable Energy and Power.
| EARNINGS (LOSS) AND EARNINGS (LOSS) PER SHARE | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||
(Per-share in dollars and diluted) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Continuing earnings (loss) attributable to GE common shareholders | $ | 996 | $ | (1,201) | $ | 7,099 | $ | (2,476) | ||||||||||||
| Continuing earnings (loss) per share | $ | 0.91 | $ | (1.09) | $ | 6.46 | $ | (2.25) | ||||||||||||
For the three months ended June 30, 2023, continuing earnings increased $2.2 billion primarily due to an increase in gains on retained and sold ownership interests of $1.9 billion, an increase in segment profit of $0.4 billion, an increase in non-operating benefit income of $0.3 billion and a decrease in interest and other financial charges of $0.1 billion. These increases were partially offset by Russia and Ukraine charges of $0.2 billion, an increase in provision for income tax of $0.2 billion, an increase in restructuring and other charges of $0.1 billion and an increase in separation costs of $0.1 billion. Adjusted earnings* was $0.7 billion, an increase of $0.4 billion. Profit margin was 8.3%, an increase from (6.8)%. Adjusted profit* was $1.4 billion, an increase of $0.4 billion organically*, due to increases at Aerospace and Renewable Energy. Adjusted profit margin* was 8.8%, an increase of 160 basis points organically*.
For the six months ended June 30, 2023, continuing earnings increased $9.6 billion, primarily due to an increase in gains on retained and sold ownership interests of $8.0 billion, an increase in segment profit of $0.9 billion, the nonrecurrence of the Steam asset sale impairment of $0.8 billion, an increase in non-operating benefit income of $0.6 billion and a decrease in interest and other financial charges of $0.2 billion. These increases were partially offset by an increase in provision for income tax of $0.4 billion, an increase in restructuring and other charges of $0.2 billion and an increase in separation costs of $0.2 billion. Adjusted earnings* were $1.0 billion, an increase of $0.8 billion. Profit margin was 25.3%, an increase from (8.0)%. Adjusted profit* was $2.3 billion, an increase of $1.0 billion organically*, due to increases at Aerospace, Renewable Energy and Power. Adjusted profit margin* was 7.7%, an increase of 240 basis points organically*.
We continue to experience inflation pressure in our supply chain, as well as delays in sourcing key materials needed for our products and skilled labor shortages. This has delayed our ability to convert RPO to revenue and negatively impacted our profit margins. While we expect the impact of inflation to continue to be challenging, we have taken and continue to take actions to limit this pressure, including lean initiatives to drive cost productivity, partnering with our suppliers and adjusting the pricing of our products and services. Also, because we operate in many countries around the world, we are subject to complex global geopolitical forces. Due to an expansion of U.S. sanctions related to the ongoing Russia and Ukraine conflict, we recorded a charge of $0.2 billion in the three months ended June 30, 2023, primarily related to our Power segment, and as a result our remaining net asset exposure to Russia is not material.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 5
SEGMENT OPERATIONS. Refer to the revised portions of our 2022 Form 10-K on Form 8-K as filed on April 25, 2023 for further information regarding our determination of segment profit for continuing operations and for our allocations of corporate costs to our segments.
| SUMMARY OF REPORTABLE SEGMENTS | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||
| 2023 | 2022 | V | % | 2023 | 2022 | V | % | |||||||||||||||||||||||||
| Aerospace | $ | $ | % | $ | $ | % | ||||||||||||||||||||||||||
| Renewable Energy | % | % | ||||||||||||||||||||||||||||||
| Power | ( | % | % | |||||||||||||||||||||||||||||
| Total segment revenues | % | % | ||||||||||||||||||||||||||||||
| Corporate | % | % | ||||||||||||||||||||||||||||||
| Total revenues | $ | $ | % | $ | $ | % | ||||||||||||||||||||||||||
| Aerospace | $ | $ | % | $ | $ | % | ||||||||||||||||||||||||||
| Renewable Energy | ( | ( | % | ( | ( | % | ||||||||||||||||||||||||||
| Power | % | % | ||||||||||||||||||||||||||||||
| Total segment profit (loss) | % | % | ||||||||||||||||||||||||||||||
| Corporate(a) | ( | ( | % | ( | F | |||||||||||||||||||||||||||
| Interest and other financial charges | ( | ( | % | ( | ( | % | ||||||||||||||||||||||||||
| Non-operating benefit income (cost) | F | F | ||||||||||||||||||||||||||||||
| Benefit (provision) for income taxes | ( | ( | ( | % | ( | ( | U | |||||||||||||||||||||||||
| Preferred stock dividends | ( | ( | % | ( | ( | ( | % | |||||||||||||||||||||||||
Earnings (loss) from continuing operations attributable to GE common shareholders | ( | F | ( | F | ||||||||||||||||||||||||||||
| Earnings (loss) from discontinued operations attributable to GE common shareholders | ( | U | ( | % | ||||||||||||||||||||||||||||
Net earnings (loss) attributable to GE common shareholders | $ | ( | $ | ( | % | $ | $ | ( | F | |||||||||||||||||||||||
(a) Includes interest and other financial charges of $13 million and $15 million and $25 million and $32 million; and benefit for income taxes of $60 million and $61 million and $111 million and $108 million related to EFS within Corporate for the three and six months ended June 30, 2023 and 2022, respectively.
GE AEROSPACE. Our results in the second quarter of 2023 reflect continued growth in demand for commercial air travel. A key underlying driver of our commercial engine and services business is global commercial departures, which improved 21% during the second quarter of 2023 compared to the second quarter of 2022, and now stands at approximately 98% of 2019 levels.
The air traffic growth trends vary by region given economic conditions, airline competition and government regulations. Consistent with industry projections, we estimate air traffic to grow in line with the global economic conditions. We are in frequent dialogue with our airline, airframe, and maintenance, repair and overhaul customers about the outlook for commercial air travel, new aircraft production, fleet retirements, and after-market services, including shop visit and spare parts demand.
As it relates to the defense environment, we continue to forecast strong demand creating future growth opportunities for our Defense business (previously referred to as our Military business). The U.S. Department of Defense and foreign governments have continued flight operations and have allocated budgets to upgrade and modernize their existing fleets, including support for next generation large-combat engine architecture such as Aerospace’s XA100 program.
We increased our Commercial and Defense engine sales in the second quarter of 2023 compared to units in the first quarter of 2023. Global material availability and skilled labor shortages continue to cause disruptions for us and our suppliers and have impacted our production and delivery. We continue to partner with our customers on future production rates. Aerospace is proactively managing the impact of inflationary pressure by deploying lean initiatives to drive cost productivity, partnering with our suppliers and adjusting the pricing of our products and services. We expect the impact of inflation will continue, and we are taking actions to mitigate the impact.
Total engineering, comprising company, customer and partner-funded and nonrecurring engineering costs, increased compared to the prior year. We remain committed to investing in developing and maturing technologies that enable a more sustainable future of flight.
Notably, CFM’s Revolutionary Innovation for Sustainable Engines (RISE) program represents our single largest efficiency step change, aiming to reduce fuel consumption and CO2 emissions by at least 20% compared to today’s most efficient engines. We continue to take actions to serve our customers as demand in the global airline industry increases. Our deep history of innovation and technology leadership and a commercial and defense engine installed base, including units produced by joint ventures, of approximately 67,000 units, with approximately 12,300 units under long-term service agreements, represents strong long-term fundamentals. We believe Aerospace is well-positioned to drive long-term profitable growth and higher cash generation over time.
2023 2Q FORM 10-Q 6
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||
| Sales in units, except where noted | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Commercial Engines(a) | 543 | 355 | 1,024 | 698 | ||||||||||||||||
| LEAP Engines(b) | 419 | 226 | 785 | 465 | ||||||||||||||||
| Defense Engines | 228 | 131 | 308 | 315 | ||||||||||||||||
| Spare Parts Rate(c) | $ | 32.6 | $ | 23.5 | $ | 31.8 | $ | 23.1 | ||||||||||||
(a) Commercial Engines now includes Business Aviation and Aeroderivative units for all periods presented. (b) LEAP engines are subsets of commercial engines. (c) Commercial externally shipped spare parts and spare parts used in time and material shop visits in millions of dollars per day. | ||||||||||||||||||||
| RPO | June 30, 2023 | December 31, 2022 | |||||||||
| Equipment | $ | 15,146 | $ | 13,748 | |||||||
| Services | 121,723 | 121,511 | |||||||||
| Total RPO | $ | 136,869 | $ | 135,260 | |||||||
| SEGMENT REVENUES AND PROFIT | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Commercial Engines & Services | $ | 5,700 | $ | 4,306 | $ | 10,894 | $ | 8,159 | |||||||||||||||||||||||||||
| Defense | 1,342 | 1,096 | 2,359 | 2,132 | |||||||||||||||||||||||||||||||
| Systems & Other | 818 | 725 | 1,587 | 1,439 | |||||||||||||||||||||||||||||||
| Total segment revenues | $ | 7,860 | $ | 6,127 | $ | 14,841 | $ | 11,730 | |||||||||||||||||||||||||||
| Equipment | $ | 2,533 | $ | 1,757 | $ | 4,507 | $ | 3,411 | |||||||||||||||||||||||||||
| Services | 5,327 | 4,370 | 10,334 | 8,319 | |||||||||||||||||||||||||||||||
| Total segment revenues | $ | 7,860 | $ | 6,127 | $ | 14,841 | $ | 11,730 | |||||||||||||||||||||||||||
| Segment profit | $ | 1,479 | $ | 1,148 | $ | 2,805 | $ | 2,057 | |||||||||||||||||||||||||||
| Segment profit margin | 18.8 | % | 18.7 | % | 18.9 | % | 17.5 | % | |||||||||||||||||||||||||||
For the three months ended June 30, 2023, segment revenues were up $1.7 billion (28%) and segment profit was up $0.3 billion (29%).
Revenues increased $1.7 billion (28%) organically*. Commercial Services revenues increased, primarily due to increased commercial spare part shipments and internal shop visit volume, and higher prices, partially offset by the nonrecurrence of prior year net favorable changes in estimated profitability for its long-term service agreements. Commercial Engines revenues increased, primarily driven by 188 more commercial install and spare engine unit shipments, including 193 more LEAP units versus the prior year. Defense revenues increased, primarily due to 97 more engine shipments than the prior year, and growth in services.
Profit increased $0.3 billion (26%) organically*, primarily due to increased commercial spare part shipments and internal shop visit volume, and higher prices. These increases in profit were partially offset by additional growth investment, inflation in our supply chain, product mix and the nonrecurrence of prior year net favorable changes in estimated profitability of long-term service agreements.
For the six months ended June 30, 2023, segment revenues were up $3.1 billion (27%) and segment profit was up $0.7 billion (36%).
RPO as of June 30, 2023 increased $1.6 billion (1%) from December 31, 2022, due to an increase in Commercial and Defense equipment orders since December 31, 2022.
Revenues increased $3.1 billion (27%) organically*. Commercial Services revenues increased, primarily due to increased commercial spare part shipments and internal shop visit volume, and higher prices. Commercial Engines revenues increased, primarily driven by 326 more commercial install and spare engine unit shipments, including 320 more LEAP units versus the prior year. Defense revenues increased, primarily due to product mix and growth in services, partially offset by 7 fewer engine shipments than the prior year.
Profit increased $0.7 billion (34%) organically*, primarily due to increased commercial spare part shipments and internal shop visit volume, and higher prices. These increases in profit were partially offset by additional growth investment, inflation in our supply chain and product mix.
RENEWABLE ENERGY – will be part of GE Vernova. During the three months ended June 30, 2023, the segment experienced higher orders and revenue from increased demand at Grid in Europe, Onshore Wind in North America, and Offshore Wind. The recently enacted Inflation Reduction Act of 2022 (IRA) introduces new and extends existing tax incentives for at least 10 years. It is expected to resolve recent U.S. policy uncertainty that resulted in project delays and deferral of customer investments in Onshore Wind and increase near- and longer-term demand in the U.S. for onshore and offshore wind projects. Included in our RPO of $40.4 billion at June 30, 2023 are service agreements on slightly less than half of our onshore wind turbine installed base of approximately 54,000 units. While the offshore wind industry continues to expect global growth through the decade, cost pressures and the ability to compete with the rapid pace of innovation and ramp up of production of new larger turbines remain key challenges. Our Grid Solutions business is positioned to support grid expansion and modernization needs globally.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 7
At Onshore Wind, we are focused on improving our overall quality and fleet availability through reducing product variants and deploying repairs and other corrective measures across the fleet. We intend to operate in fewer markets and focus on those markets with better pricing and margins. Concurrently, we are undertaking a restructuring program to reduce our operating costs. Our financial results are dependent on costs to address fleet availability and quality at Onshore Wind and the execution of cost reduction initiatives and pricing actions to mitigate the inflationary environment across all our businesses. Furthermore, we are observing the favorable impact of IRA benefits that reduce product costs as qualifying turbines manufactured in the U.S. in 2023 are delivered. Approximately half of Onshore Wind’s equipment RPO is associated with U.S. projects where we expect to receive IRA benefits.
New product introductions, such as our 3 MW and 5 MW Onshore units, and our 12-14 MW Haliade-X Offshore units, account for a large portion of our RPO in Onshore and Offshore Wind. Improving onshore fleet availability and reducing the cost of new product platforms and blade technologies remain key priorities. We are also focused on our production and supply chain capabilities at Offshore Wind given the complexity and challenging nature of these large new product introductions and are closely monitoring our initial Haliade-X projects, as further cost and execution challenges could result in future project charges.
At Grid, we are experiencing strong European demand for High Voltage Direct Current (HVDC) solutions and are securing our position in the rapid growth offshore and onshore interconnection markets. Our HVDC transmission products help customers meet the 2GW HVDC solution standard, and we are developing new technology that solves for a denser, more resilient, stable and efficient electric grid; a grid with lower future greenhouse gas emissions. We also benefited from higher growth in orders from other transmission and grid automation related products within our Grid Solutions business.
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||
| Sales in units, except where noted | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Wind Turbines | 647 | 561 | 1,052 | 1,063 | ||||||||||||||||
| Wind Turbine Gigawatts | 2.4 | 1.9 | 3.9 | 3.6 | ||||||||||||||||
| Repower units | 79 | 124 | 129 | 275 | ||||||||||||||||
| RPO | June 30, 2023 | December 31, 2022 | |||||||||
| Equipment(a) | $ | 27,652 | $ | 20,142 | |||||||
| Services | 12,762 | 12,688 | |||||||||
| Total RPO | $ | 40,414 | $ | 32,830 | |||||||
(a) Includes $6.5 billion and $5.3 billion related to Offshore Wind at June 30, 2023 and December 31, 2022, respectively.
| SEGMENT REVENUES AND PROFIT | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Onshore Wind | $ | 2,316 | $ | 2,052 | $ | 3,817 | $ | 3,958 | |||||||||||||||||||||||||||
| Grid Solutions equipment and services | 923 | 733 | 1,747 | 1,401 | |||||||||||||||||||||||||||||||
Offshore Wind, Hydro and Hybrid Solutions | 611 | 314 | 1,122 | 611 | |||||||||||||||||||||||||||||||
| Total segment revenues | $ | 3,849 | $ | 3,099 | $ | 6,687 | $ | 5,970 | |||||||||||||||||||||||||||
| Equipment | $ | 3,219 | $ | 2,445 | $ | 5,530 | $ | 4,618 | |||||||||||||||||||||||||||
| Services | 630 | 654 | 1,157 | 1,352 | |||||||||||||||||||||||||||||||
| Total segment revenues | $ | 3,849 | $ | 3,099 | $ | 6,687 | $ | 5,970 | |||||||||||||||||||||||||||
| Segment profit (loss) | $ | (359) | $ | (419) | $ | (773) | $ | (853) | |||||||||||||||||||||||||||
| Segment profit margin | (9.3) | % | (13.5) | % | (11.6) | % | (14.3) | % | |||||||||||||||||||||||||||
For the three months ended June 30, 2023, segment revenues were up $0.8 billion (24%) and segment losses were down $0.1 billion (14%).
Revenues increased $0.8 billion (27%) organically*, primarily from higher equipment revenue across all businesses, most notably in Onshore Wind, Grid and Offshore Wind. Wind turbine deliveries increased by 86 units primarily at Onshore Wind, partially offset by 45 fewer repower unit deliveries.
Segment losses decreased $0.2 billion organically*, primarily attributable to higher volume, improved pricing, manufacturing productivity and the impact of cost reduction initiatives at Grid and Onshore Wind. These increases were partially offset by higher losses at Offshore Wind associated with the Haliade-X ramp up and project losses, as well as lower repower volume at Onshore Wind.
For the six months ended June 30, 2023, segment revenues were up $0.7 billion (12%) and segment losses were down $0.1 billion (9%).
RPO as of June 30, 2023 increased $7.6 billion (23%) from December 31, 2022 primarily from several new HVDC projects at Grid in Europe, a new Offshore Wind project in the U.S. and orders exceeding revenue at Onshore Wind, primarily in North America.
Revenues increased $1.0 billion (16%) organically*, primarily from higher equipment revenue at Offshore Wind associated with the Haliade-X ramp up as well as at Grid. These increases were partially offset by fewer repower unit deliveries at Onshore Wind, primarily attributable to customer delays and deferrals during 2022 due to U.S. tax policy uncertainty.
Segment losses decreased $0.2 billion (22%) organically*, primarily attributable to improved pricing, manufacturing productivity and the impact of cost reduction initiatives at Grid and Onshore Wind and higher revenue at Grid. These benefits were partially offset by higher losses at Offshore Wind associated with Haliade-X ramp up and project charges.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 8
POWER – will be part of GE Vernova. During the three months ended June 30, 2023, GE gas turbine utilization grew low-single digits with strength in the U.S. offsetting lower utilization in Europe due to demand. Global electricity demand was down mid-single digits due to a milder spring in the U.S. and global energy efficiency measures. Utilization of the fleet continues to follow growing gas power generation despite lower demand, capturing decreases coming from coal and resilient asset usage with a dynamic Europe environment. Looking ahead, we anticipate additional H-class units to be commissioned into the serviceable installed base. As we continue to work in emerging markets, there could be uncertainty in the timing of deal closures due to financing and other complexities. Power has proactively managed the impact of inflationary pressure by deploying lean initiatives to drive cost productivity, partnering with our suppliers and adjusting the pricing of our products and services. Given the long-cycle nature of the business, we expect the impact of inflation will continue to be challenging and we will continue to take actions to manage.
Although market factors related to the energy transition such as greater renewable energy penetration and the adoption of climate change-related policies continue to impact long-term demand (and related financing), we expect the gas power market to remain stable over the next decade with gas power generation continuing to grow low-single-digits. We believe gas power will play a critical role in the energy transition by providing a critical foundation of dispatchable, flexible power and system inertia from which the energy transition can build upon. We remain focused on our underwriting discipline and risk management to ensure we are securing deals that meet our financial hurdles, and we have high confidence to deliver for our customers.
In the first quarter of 2022, we signed a non-binding memorandum of understanding for GE Steam Power to sell a part of its nuclear activities to Électricité de France S.A. (EDF), which resulted in a reclassification of that business to held for sale. In the fourth quarter of 2022, we signed a binding agreement and expect to complete the sale, subject to regulatory approvals and other customary closing conditions, in the second half of 2023. On April 3, 2023, our Gas Power business acquired Nexus Controls, a business specializing in aftermarket control system upgrades and controls field services that is expected to strengthen our quality, service, and delivery of our customers' assets.
We continue to invest in new product development. In Nuclear, we have signed an agreement for the deployment of small modular nuclear reaction technology with the potential to enable reductions in nuclear power plant costs and cycle times. In Gas Power, our HA-Turbines have over 1.9 million operating hours. Our fundamentals remain strong with approximately $69.4 billion in RPO, including 25 HA-Turbines, and a gas turbine installed base of approximately 7,000 units, including 85 HA-Turbines, which has nearly doubled since 2019, and approximately 1,700 units under long-term service agreements with an average life of 10 years. We also continue to invest for the long-term, including decarbonization pathways that will provide customers with cleaner, more reliable power.
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| Sales in units | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| GE Gas Turbines | 14 | 29 | 37 | 49 | |||||||||||||||||||
| Heavy-Duty Gas Turbines(a) | 9 | 10 | 27 | 23 | |||||||||||||||||||
| HA-Turbines(b) | 3 | 1 | 7 | 3 | |||||||||||||||||||
| Aeroderivatives(a) | 5 | 19 | 10 | 26 | |||||||||||||||||||
| (a) Heavy-Duty Gas Turbines and Aeroderivatives are subsets of GE Gas Turbines. (b) HA-Turbines are a subset of Heavy-Duty Gas Turbines. | |||||||||||||||||||||||
| RPO | June 30, 2023 | December 31, 2022 | |||||||||
| Equipment | $ | 12,347 | $ | 11,561 | |||||||
| Services | 57,041 | 57,420 | |||||||||
| Total RPO | $ | 69,388 | $ | 68,981 | |||||||
| SEGMENT REVENUES AND PROFIT | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Gas Power | $ | 3,052 | $ | 3,133 | $ | 5,919 | $ | 5,621 | |||||||||||||||||||||||||||
| Steam Power | 649 | 691 | 1,191 | 1,327 | |||||||||||||||||||||||||||||||
| Power Conversion, Nuclear and other | 450 | 378 | 861 | 755 | |||||||||||||||||||||||||||||||
| Total segment revenues | $ | 4,152 | $ | 4,202 | $ | 7,971 | $ | 7,703 | |||||||||||||||||||||||||||
| Equipment | $ | 1,073 | $ | 1,196 | $ | 2,175 | $ | 2,162 | |||||||||||||||||||||||||||
| Services | 3,078 | 3,006 | 5,796 | 5,542 | |||||||||||||||||||||||||||||||
| Total segment revenues | $ | 4,152 | $ | 4,202 | $ | 7,971 | $ | 7,703 | |||||||||||||||||||||||||||
| Segment profit (loss) | $ | 377 | $ | 320 | $ | 453 | $ | 383 | |||||||||||||||||||||||||||
| Segment profit margin | 9.1 | % | 7.6 | % | 5.7 | % | 5.0 | % | |||||||||||||||||||||||||||
For the three months ended June 30, 2023, segment revenues were down $0.1 billion (1%) and segment profit was up $0.1 billion (18%).
Revenues decreased $0.1 billion (2%) organically*, primarily due to lower Aeroderivative shipments and a reduction in Steam Power equipment due to the ongoing exit of new build coal, partially offset by an increase in services.
Profit increased 11% organically* primarily due to growth in Gas Power services price and productivity and higher contractual outage volume, partially offset by inflation and a reduction in Aeroderivative deliveries.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 9
For the six months ended June 30, 2023, segment revenues were up $0.3 billion (3%) and segment profit was up $0.1 billion (18%).
RPO as of June 30, 2023 increased $0.4 billion (1%) from December 31, 2022, primarily driven by increases in Gas Power equipment, Power Conversion equipment, the acquisition of Nexus Controls, and growth in Gas Power contractual and non-contractual services, partially offset by decreases due to the impact of expanded sanctions on Gas Power contractual services in Russia.
Revenues increased $0.3 billion (4%) organically*, primarily due to growth in Gas Power services and higher Gas Power Heavy-duty gas turbine deliveries, partially offset by a reduction in Aeroderivative deliveries and Steam Power equipment due to the ongoing exit of new build coal.
Profit increased $0.1 billion (16%) organically* primarily due to growth in Gas Power services price and productivity and higher contractual outage volume, partially offset by inflation and a reduction in Aeroderivative deliveries.
CORPORATE. The Corporate amounts related to revenues and earnings include the results of disposed businesses, certain amounts not included in operating segment results because they are excluded from measurement of their operating performance for internal and external purposes and the elimination of intersegment activities. In addition, the Corporate amounts related to earnings include certain costs of our principal retirement plans, significant, higher-cost restructuring programs, separation costs, and other costs reported in Corporate.
Corporate includes the results of the GE Digital business and our remaining financial services business, including our run-off Insurance business (see Note 13 for further information).
| REVENUES AND OPERATING PROFIT (COST) | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||
| GE Digital revenues | $ | 233 | $ | 205 | $ | 470 | $ | 425 | ||||||||||||
| Insurance revenues (Note 13) | 847 | 766 | 1,639 | 1,530 | ||||||||||||||||
| Eliminations and other | (242) | (272) | (423) | (557) | ||||||||||||||||
| Total Corporate revenues | $ | 839 | $ | 699 | $ | 1,686 | $ | 1,399 | ||||||||||||
| Gains (losses) on retained and sold ownership interests (Note 19) | $ | 358 | $ | (1,530) | $ | 6,266 | $ | (1,751) | ||||||||||||
| Gains (losses) on other equity securities | (2) | (22) | (4) | (19) | ||||||||||||||||
| Gains (losses) on purchases and sales of business interests | 36 | 2 | (19) | 6 | ||||||||||||||||
| Restructuring and other charges (Note 20) | (138) | (35) | (289) | (70) | ||||||||||||||||
| Separation costs (Note 20) | (226) | (148) | (431) | (247) | ||||||||||||||||
| Steam asset sale impairment (Note 7) | — | (1) | — | (825) | ||||||||||||||||
| Russia and Ukraine charges | (190) | — | (190) | (230) | ||||||||||||||||
| Insurance profit (loss) (Note 13) | 64 | 56 | 134 | 162 | ||||||||||||||||
| Adjusted total Corporate operating costs (Non-GAAP) | (101) | (31) | (210) | (154) | ||||||||||||||||
| Total Corporate operating profit (cost) (GAAP) | $ | (199) | $ | (1,710) | $ | 5,257 | $ | (3,129) | ||||||||||||
| Less: gains (losses), impairments, Insurance, and restructuring & other | (98) | (1,678) | 5,467 | (2,975) | ||||||||||||||||
| Adjusted total Corporate operating costs (Non-GAAP) | $ | (101) | $ | (31) | $ | (210) | $ | (154) | ||||||||||||
| Functions & operations | $ | (117) | $ | (48) | $ | (262) | $ | (118) | ||||||||||||
| Environmental, health and safety (EHS) and other items | 1 | (8) | 31 | (59) | ||||||||||||||||
| Eliminations | 15 | 24 | 21 | 23 | ||||||||||||||||
| Adjusted total Corporate operating costs (Non-GAAP) | $ | (101) | $ | (31) | $ | (210) | $ | (154) | ||||||||||||
Adjusted total corporate operating costs* excludes gains (losses) on purchases and sales of business interests, significant, higher-cost restructuring programs, separation costs, gains (losses) on equity securities, impairments and our run-off Insurance business profit. We believe that adjusting corporate costs to exclude the effects of items that are not closely associated with ongoing corporate operations provides management and investors with a meaningful measure that increases the period-to-period comparability of our ongoing corporate costs.
For the three months ended June 30, 2023, revenues increased by $0.1 billion due to higher Insurance revenues. Corporate operating profit increased by $1.5 billion due to $1.9 billion of higher gains on retained and sold ownership interests primarily related to higher gains on our AerCap investments, prior losses on our Baker Hughes investments, partially offset by a loss on our GE HealthCare investment. This increase was partially offset by $0.2 billion of charges from contracts and recoverability of assets in connection with the conflict between Russia and Ukraine and resulting sanctions, primarily related to our Power segment in the second quarter of 2023, $0.1 billion of higher separation costs and $0.1 billion of higher restructuring and other charges.
Adjusted total corporate operating costs* increased by $0.1 billion primarily driven by prior year cost timing and foreign exchange dynamics partially offset by a reduction in our core functional costs and favorability from higher bank interest.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 10
For the six months ended June 30, 2023, revenues increased by $0.3 billion due to $0.1 billion of higher Insurance revenues and $0.1 billion of lower intersegment eliminations. Corporate operating profit increased by $8.4 billion due to $8.0 billion of higher gains on retained and sold ownership interests primarily related to higher gains on our AerCap and GE HealthCare investments partially offset by lower gains on our Baker Hughes investments. Corporate operating profit also increased as the result of a $0.8 billion non-cash impairment charges related to property, plant and equipment and intangible assets as a result of reclassification of a portion of our Steam Power business to held for sale in the first quarter of 2022. These gains were partially offset by $0.2 billion of higher separation costs and $0.2 billion of higher restructuring and other charges.
Adjusted total corporate operating costs* increased by $0.1 billion primarily driven by prior year cost timing and foreign exchange dynamics partially offset by a reduction in our core functional costs and favorability from higher bank interest.
OTHER CONSOLIDATED INFORMATION
RESTRUCTURING AND SEPARATION COSTS. Significant, higher-cost restructuring programs are excluded from measurement of segment operating performance for internal and external purposes; those excluded amounts are reported in Restructuring and other charges for Corporate. In addition, we incur costs associated with separation activities, which are also excluded from measurement of segment operating performance for internal and external purposes. See Note 20 for further information on restructuring and separation costs.
INTEREST AND OTHER FINANCIAL CHARGES were $0.3 billion and $0.4 billion for the three months ended and $0.5 billion and $0.8 billion for the six months ended June 30, 2023 and 2022, respectively. The decrease was primarily due to lower average borrowings balances. The primary components of interest and other financial charges are interest on short- and long-term borrowings.
POSTRETIREMENT BENEFIT PLANS. Refer to Note 14 for information about our pension and retiree benefit plans.
INCOME TAXES. For the three months ended June 30, 2023, the income tax rate was 24.0% compared to (16.7)% for the three months ended June 30, 2022. The negative tax rate for 2022 reflects a tax expense on a pre-tax loss.
The provision for income taxes was $0.3 billion for the three months ended June 30, 2023 and $0.2 billion for the three months ended June 30, 2022. The increase in tax was primarily due to the tax effect of the increase in pre-tax income excluding gains (losses) on our retained and sold ownership interests and an increase in losses in foreign jurisdictions where they are not likely to be utilized.
For the three months ended June 30, 2023, the adjusted income tax rate* was 25.4% compared to 23.7% for the three months ended June 30, 2022. The adjusted provision (benefit) for income taxes* was $0.3 billion for the three months ended June 30, 2023 and $0.1 billion for the three months ended June 30, 2022. The increase in tax was primarily due to the tax effect of the increase in adjusted earnings before taxes* and an increase in losses in foreign jurisdictions where they are not likely to be utilized.
For the six months ended June 30, 2023, the income tax rate was 7.7% compared to (8.9)% for the six months ended June 30, 2022. The negative tax rate for 2022 reflects a tax expense on a pre-tax loss.
The provision for income taxes was $0.6 billion for the six months ended June 30, 2023 and $0.2 billion for the six months ended June 30, 2022. The increase in tax was primarily due to the tax effect of the increase in pre-tax income excluding gains (losses) on our retained and sold ownership interests.
For the six months ended June 30, 2023, the adjusted income tax rate* was 26.2% compared to 30.5% for the six months ended June 30, 2022. The adjusted provision (benefit) for income taxes* was $0.4 billion for the six months ended June 30, 2023 and $0.2 billion for the six months ended June 30, 2022. The increase in tax was primarily due to the tax effect of the increase in adjusted earnings before taxes*.
DISCONTINUED OPERATIONS primarily comprise our former GE HealthCare business, our mortgage portfolio in Poland (Bank BPH), our GE Capital Aviation Services (GECAS) business, and other trailing assets and liabilities associated with prior dispositions. Results of operations, financial position and cash flows for these businesses are reported as discontinued operations for all periods presented and the notes to the financial statements have been adjusted on a retrospective basis. See Note 2 for further information regarding our businesses in discontinued operations.
CAPITAL RESOURCES AND LIQUIDITY
FINANCIAL POLICY. We intend to maintain a disciplined financial policy with a sustainable investment-grade long-term credit rating. In the fourth quarter of 2021, the Company announced plans to form three industry-leading, global, investment-grade companies, each of which will determine their own financial policies, including capital allocation, dividend, mergers and acquisitions and share buyback decisions.
LIQUIDITY POLICY. We maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our business needs and financial obligations under both normal and stressed conditions. We believe that our consolidated liquidity and availability under our revolving credit facilities will be sufficient to meet our liquidity needs.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 11
CONSOLIDATED LIQUIDITY. Our primary sources of liquidity consist of cash and cash equivalents, free cash flows* from our operating businesses, cash generated from asset sales and dispositions, and short-term borrowing facilities, including revolving credit facilities. Cash generation can be subject to variability based on many factors, including seasonality, receipt of down payments on large equipment orders, timing of billings on long-term contracts, timing of Aerospace-related customer allowances, market conditions and our ability to execute dispositions. Total cash, cash equivalents and restricted cash was $12.8 billion at June 30, 2023, of which $3.7 billion was held in the U.S. and $9.1 billion was held outside the U.S.
Cash held in non-U.S. entities has generally been reinvested in active foreign business operations; however, substantially all of our unrepatriated earnings were subject to U.S. federal tax and, if there is a change in reinvestment, we would expect to be able to repatriate available cash (excluding amounts held in countries with currency controls) without additional federal tax cost. Any foreign withholding tax on a repatriation to the U.S. would potentially be partially offset by a U.S. foreign tax credit. With regards to our announcement to form three public companies, the planning for and execution of the separations has impacted and is expected to continue to impact indefinite reinvestment. The impact of such changes will be recorded when there is a specific change in ability and intent to reinvest earnings.
Cash, cash equivalents and restricted cash at June 30, 2023 included $1.7 billion of cash held in countries with currency control restrictions (including a total of $0.1 billion in Russia and Ukraine) and $0.4 billion of restricted use cash. Cash held in countries with currency controls represents amounts held in countries that may restrict the transfer of funds to the U.S. or limit our ability to transfer funds to the U.S. without incurring substantial costs. Restricted use cash represents amounts that are not available to fund operations, and primarily comprised funds restricted in connection with certain ongoing litigation matters. Excluded from cash, cash equivalents and restricted cash was $0.7 billion of cash in our run-off Insurance business, which was classified as All other assets in the Statement of Financial Position.
During the first half of 2023, we received total proceeds of $1.9 billion from the sale of AerCap shares. We expect to fully monetize our stake in AerCap over time, in an orderly manner. During the first quarter of 2023, we received proceeds of $0.2 billion and have now fully monetized our Baker Hughes position. As part of the spin-off of GE HealthCare completed in the first quarter of 2023, we retained an approximately 19.9% stake of GE HealthCare common stock. During the second quarter of 2023, we received total proceeds of $2.2 billion from the disposition of 28.8 million shares of GE HealthCare. We intend to exit our remaining stake in GE HealthCare over time, in an orderly manner. See Notes 3 and 19 for further information.
Following approval of a statutory permitted accounting practice in 2018 by our primary insurance regulator, the Kansas Insurance Department (KID), we provided a total of $13.2 billion of capital contributions to our insurance subsidiaries, including $1.8 billion in the first quarter of 2023. We expect to provide the final capital contribution of up to $1.8 billion in the first quarter of 2024, pending completion of our December 31, 2023 statutory reporting process. See Note 13 for further information.
On March 6, 2022, the Board of Directors authorized the repurchase of up to $3 billion of our common stock. In connection with this authorization, we repurchased 6.2 million shares for $0.6 billion during the six months ended June 30, 2023. Additionally, during the first quarter of 2023, we elected to redeem 3 million of our outstanding shares of GE series D preferred stock for total cash spend of $3.0 billion. On July 25, 2023, we announced our intention to redeem the remaining 2.8 million outstanding shares of GE preferred stock on September 15, 2023 for expected total cash spend of approximately $2.8 billion.
BORROWINGS. Consolidated total borrowings were $21.8 billion and $24.1 billion at June 30, 2023 and December 31, 2022, respectively, a decrease of $2.3 billion. The reduction in borrowings was driven by $2.6 billion of net maturities and repayments of debt, partially offset by $0.3 billion primarily related to changes in foreign exchange rates.
We have in place committed revolving credit facilities totaling $13.5 billion at June 30, 2023, comprising a $10.0 billion unused back-up revolving syndicated credit facility and a total of $3.5 billion of bilateral revolving credit facilities.
CREDIT RATINGS AND CONDITIONS. We have relied, and may continue to rely, on the short- and long-term debt capital markets to fund, among other things, a significant portion of our operations. The cost and availability of debt financing is influenced by our credit ratings. Moody’s Investors Service (Moody’s), Standard and Poor’s Global Ratings (S&P), and Fitch Ratings (Fitch) currently issue ratings on our short- and long-term debt. Our credit ratings as of the date of this filing are set forth in the following table.
| Moody's | S&P | Fitch | |||||||||
| Outlook | Negative | Stable | Stable | ||||||||
| Short term | P-2 | A-2 | F2 | ||||||||
| Long term | Baa1 | BBB+ | BBB | ||||||||
We are disclosing our credit ratings and any current quarter updates to these ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds and access to liquidity. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. For a description of some of the potential consequences of a reduction in our credit ratings, see the Financial Risks section of Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 12
Substantially all of the Company's debt agreements in place at June 30, 2023 do not contain material credit rating covenants. Our unused back-up revolving syndicated credit facility and certain of our bilateral revolving credit facilities contain a customary net debt-to-EBITDA financial covenant, which we satisfied at June 30, 2023.
The Company may from time to time enter into agreements that contain minimum ratings requirements. The following table provides a summary of the maximum estimated liquidity impact in the event of further downgrades below each stated ratings level.
| Triggers Below | June 30, 2023 | |||||||
| BBB+/A-2/P-2 | $ | 18 | ||||||
| BBB/A-3/P-3 | 178 | |||||||
| BBB- | 1,063 | |||||||
| BB+ and below | 558 | |||||||
Our most significant contractual ratings requirements are related to ordinary course commercial activities. The timing within the quarter of the potential liquidity impact of these areas may differ, as can the remedies to resolving any potential breaches of required ratings levels.
FOREIGN EXCHANGE AND INTEREST RATE RISK. As a result of our global operations, we generate and incur a significant portion of our revenues and expenses in currencies other than the U.S. dollar. Such principal currencies include the euro, the Chinese renminbi, the Indian rupee and the British pound sterling, among others. The effects of foreign currency fluctuations on earnings was immaterial for both the three and six months ended June 30, 2023 and 2022. See Note 21 for further information about our risk exposures, our use of derivatives, and the effects of this activity on our financial statements.
STATEMENT OF CASH FLOWS
CASH FLOWS FROM CONTINUING OPERATIONS. The most significant source of cash in CFOA is customer-related activities, the largest of which is collecting cash resulting from product or services sales. The most significant operating use of cash is to pay our suppliers, employees, tax authorities and postretirement plans.
Cash from operating activities was $0.5 billion in 2023, an increase of $0.9 billion compared to 2022, primarily due to: an increase in net income (after adjusting for depreciation of property, plant, and equipment, amortization of intangible assets and non-cash (gains) losses related to our retained and sold ownership interests in GE HealthCare, AerCap, and Baker Hughes) primarily in our Aerospace business; and a decrease in cash used for working capital of $0.5 billion. The components of All other operating activities were as follows:
| Six months ended June 30 | 2023 | 2022 | |||||||||
| Increase (decrease) in Aerospace-related customer allowance accruals | $ | 32 | $ | 249 | |||||||
| Net interest and other financial charges/(cash paid) | (57) | 15 | |||||||||
| Increase (decrease) in employee benefit liabilities | (397) | (299) | |||||||||
| Net restructuring and other charges/(cash expenditures) | (14) | (154) | |||||||||
| Other | 180 | (291) | |||||||||
| All other operating activities | $ | (256) | $ | (481) | |||||||
The cash impacts from changes in working capital compared to prior year were as follows: current receivables of $1.2 billion, driven by higher collections, partially offset by higher volume; inventories, including deferred inventory, of $0.1 billion, driven by higher liquidations partially offset by higher material purchases; current contract assets of $0.3 billion, driven by higher billings on our long-term service agreements, partially offset by higher revenue recognition on those agreements; accounts payable and equipment project payables of $(1.1) billion, driven by higher disbursements related to purchases of materials in prior periods partially offset by higher volume; and progress collections and current deferred income of less than $0.1 billion driven by higher collections partially offset by higher liquidations.
Cash from investing activities was $3.0 billion in 2023, an increase of $1.5 billion compared to 2022, primarily due to: cash received related to net settlements between our continuing operations and businesses in discontinued operations of $1.4 billion in 2023, primarily related to GE HealthCare in connection with the spin-off as compared to cash paid of $0.2 billion in 2022, primarily related to a capital contribution to Bank BPH (components of All other investing activities); an increase in proceeds of $0.5 billion from the dispositions of our retained ownership interests in HealthCare, AerCap and Baker Hughes partially offset by the acquisition of Nexus Controls in our GE Power business of $0.3 billion in 2023. Cash used for additions to property, plant and equipment and internal-use software, which are components of free cash flows*, was $0.7 billion and $0.5 billion in 2023 and 2022, respectively.
Cash used for financing activities was $6.4 billion in 2023, an increase of $3.3 billion compared to 2022, primarily due to: cash paid for redemption of GE preferred stock of $3.0 billion in 2023; higher net debt maturities of $0.6 billion; an increase in purchases of GE common stock for treasury of $0.3 billion partially offset by derivative cash settlements of $0.4 billion.
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 13
CASH FLOWS FROM DISCONTINUED OPERATIONS
Cash used for operating activities of discontinued operations was $0.2 billion in 2023, an increase of $0.7 billion compared with 2022, primarily driven by higher disbursements related to purchases of materials in prior periods and higher separation costs related to our former GE HealthCare business partially offset by tax receipts from our trailing operations.
Cash used for investing activities of discontinued operations was $3.1 billion in 2023, an increase of $3.2 billion compared with 2022, primarily driven by the deconsolidation of GE HealthCare cash and equivalents of $1.8 billion and higher net settlements between our discontinued operations and businesses in continuing operations of $1.6 billion.
Cash from financing activities of discontinued operations was $2.0 billion in 2023, an increase of $2.0 billion compared with 2022, primarily driven by GE HealthCare's long-term debt issuance in connection with the spin-off of $2.0 billion.
CRITICAL ACCOUNTING ESTIMATES. Refer to the Critical Accounting Estimates and Note 1 to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2022 and revised portions of our 2022 Form 10-K on Form 8-K as filed on April 25, 2023 for additional discussion of accounting policies and critical accounting estimates, including accounting estimates and assumptions in our insurance reserves and their sensitivity to change. See Notes 1 and 13 for further information.
NON-GAAP FINANCIAL MEASURES. We believe that presenting non-GAAP financial measures provides management and investors useful measures to evaluate performance and trends of the total company and its businesses. This includes adjustments in recent periods to GAAP financial measures to increase period-to-period comparability following actions to strengthen our overall financial position and how we manage our business. In addition, management recognizes that certain non-GAAP terms may be interpreted differently by other companies under different circumstances. In various sections of this report we have made reference to the following non-GAAP financial measures in describing our (1) revenues, specifically organic revenues by segment; organic revenues; and equipment and services organic revenues and (2) profit, specifically organic profit and profit margin by segment; Adjusted profit and profit margin; Adjusted organic profit and profit margin; Adjusted earnings (loss); Adjusted income tax rate; and Adjusted earnings (loss) per share (EPS), and (3) cash flows, specifically free cash flows (FCF). The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures follow.
| ORGANIC REVENUES, PROFIT (LOSS) AND PROFIT MARGIN BY SEGMENT (NON-GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | Segment profit (loss) | Profit margin | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended June 30 | 2023 | 2022 | V% | 2023 | 2022 | V% | 2023 | 2022 | V pts | ||||||||||||||||||||||||||||||||||||||||||||
| Aerospace (GAAP) | $ | 7,860 | $ | 6,127 | 28 | % | $ | 1,479 | $ | 1,148 | 29 | % | 18.8 | % | 18.7 | % | 0.1pts | ||||||||||||||||||||||||||||||||||||
| Less: acquisitions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: foreign currency effect | 2 | (3) | 38 | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Aerospace organic (Non-GAAP) | $ | 7,858 | $ | 6,130 | 28 | % | $ | 1,441 | $ | 1,142 | 26 | % | 18.3 | % | 18.6 | % | (0.3)pts | ||||||||||||||||||||||||||||||||||||
| Renewable Energy (GAAP) | $ | 3,849 | $ | 3,099 | 24 | % | $ | (359) | $ | (419) | 14 | % | (9.3) | % | (13.5) | % | 4.2pts | ||||||||||||||||||||||||||||||||||||
| Less: acquisitions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: foreign currency effect | (78) | 4 | (74) | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Renewable Energy organic (Non-GAAP) | $ | 3,928 | $ | 3,095 | 27 | % | $ | (285) | $ | (437) | 35 | % | (7.3) | % | (14.1) | % | 6.8pts | ||||||||||||||||||||||||||||||||||||
| Power (GAAP) | $ | 4,152 | $ | 4,202 | (1) | % | $ | 377 | $ | 320 | 18 | % | 9.1 | % | 7.6 | % | 1.5pts | ||||||||||||||||||||||||||||||||||||
| Less: acquisitions | 31 | — | (17) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: foreign currency effect | (20) | (15) | (10) | (44) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Power organic (Non-GAAP) | $ | 4,141 | $ | 4,217 | (2) | % | $ | 405 | $ | 364 | 11 | % | 9.8 | % | 8.6 | % | 1.2pts | ||||||||||||||||||||||||||||||||||||
2023 2Q FORM 10-Q 14
| ORGANIC REVENUES, PROFIT (LOSS) AND PROFIT MARGIN BY SEGMENT (NON-GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | Segment profit (loss) | Profit margin | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Six months ended June 30 | 2023 | 2022 | V% | 2023 | 2022 | V% | 2023 | 2022 | V pts | ||||||||||||||||||||||||||||||||||||||||||||
| Aerospace (GAAP) | $ | 14,841 | $ | 11,730 | 27 | % | $ | 2,805 | $ | 2,057 | 36 | % | 18.9 | % | 17.5 | % | 1.4pts | ||||||||||||||||||||||||||||||||||||
| Less: acquisitions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: foreign currency effect | (3) | (4) | 69 | 11 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Aerospace organic (Non-GAAP) | $ | 14,844 | $ | 11,734 | 27 | % | $ | 2,736 | $ | 2,046 | 34 | % | 18.4 | % | 17.4 | % | 1.0pts | ||||||||||||||||||||||||||||||||||||
| Renewable Energy (GAAP) | $ | 6,687 | $ | 5,970 | 12 | % | $ | (773) | $ | (853) | 9 | % | (11.6) | % | (14.3) | % | 2.7pts | ||||||||||||||||||||||||||||||||||||
| Less: acquisitions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: foreign currency effect | (237) | 11 | (96) | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Renewable Energy organic (Non-GAAP) | $ | 6,924 | $ | 5,959 | 16 | % | $ | (677) | $ | (870) | 22 | % | (9.8) | % | (14.6) | % | 4.8pts | ||||||||||||||||||||||||||||||||||||
| Power (GAAP) | $ | 7,971 | $ | 7,703 | 3 | % | $ | 453 | $ | 383 | 18 | % | 5.7 | % | 5.0 | % | 0.7pts | ||||||||||||||||||||||||||||||||||||
| Less: acquisitions | 31 | — | (17) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Less: foreign currency effect | (87) | (31) | (47) | (64) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Power organic (Non-GAAP) | $ | 8,028 | $ | 7,734 | 4 | % | $ | 517 | $ | 447 | 16 | % | 6.4 | % | 5.8 | % | 0.6pts | ||||||||||||||||||||||||||||||||||||
| We believe these measures provide management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency, which includes translational and transactional impacts, as these activities can obscure underlying trends. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| ORGANIC REVENUES (NON-GAAP) | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||
| 2023 | 2022 | V% | 2023 | 2022 | V% | ||||||||||||||||||
| Total revenues (GAAP) | $ | 16,699 | $ | 14,127 | 18 | % | $ | 31,185 | $ | 26,802 | 16 | % | |||||||||||
| Less: Insurance revenues | 847 | 766 | 1,639 | 1,530 | |||||||||||||||||||
| Adjusted revenues (Non-GAAP) | $ | 15,852 | $ | 13,361 | 19 | % | $ | 29,546 | $ | 25,272 | 17 | % | |||||||||||
| Less: acquisitions | 31 | — | 31 | 1 | |||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||
| Less: foreign currency effect(a) | (98) | (14) | (333) | (24) | |||||||||||||||||||
| Organic revenues (Non-GAAP) | $ | 15,919 | $ | 13,376 | 19 | % | $ | 29,848 | $ | 25,294 | 18 | % | |||||||||||
(a) Foreign currency impact was primarily driven by U.S. dollar appreciation against the Chinese renminbi, Brazilian real and Canadian dollar and U.S. dollar appreciation against the euro, Chinese renminbi and British pound for the three and six months ended June 30, 2023, respectively. | |||||||||||||||||||||||
| We believe these measures provide management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of revenues from our run-off Insurance business, acquisitions, dispositions and foreign currency, which includes translational and transactional impacts, as these activities can obscure underlying trends. | |||||||||||||||||||||||
| EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP) | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||
| 2023 | 2022 | V% | 2023 | 2022 | V% | ||||||||||||||||||
| Total equipment revenues (GAAP) | $ | 6,688 | $ | 5,266 | 27 | % | $ | 11,976 | $ | 9,874 | 21 | % | |||||||||||
| Less: acquisitions | 14 | — | 14 | — | |||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||
| Less: foreign currency effect | (75) | (5) | (245) | (6) | |||||||||||||||||||
| Equipment organic revenues (Non-GAAP) | $ | 6,749 | $ | 5,271 | 28 | % | $ | 12,207 | $ | 9,880 | 24 | % | |||||||||||
| Total services revenues (GAAP) | $ | 9,163 | $ | 8,096 | 13 | % | $ | 17,571 | $ | 15,397 | 14 | % | |||||||||||
| Less: acquisitions | 16 | — | 17 | 1 | |||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||
| Less: foreign currency effect | (23) | (9) | (87) | (17) | |||||||||||||||||||
| Services organic revenues (Non-GAAP) | $ | 9,170 | $ | 8,105 | 13 | % | $ | 17,641 | $ | 15,414 | 14 | % | |||||||||||
| We believe these measures provide management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency, which includes translational and transactional impacts, as these activities can obscure underlying trends. | |||||||||||||||||||||||
2023 2Q FORM 10-Q 15
| ADJUSTED PROFIT AND PROFIT MARGIN (NON-GAAP) | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||
| 2023 | 2022 | V% | 2023 | 2022 | V% | |||||||||||||||||||||
| Total revenues (GAAP) | $ | 16,699 | $ | 14,127 | 18% | $ | 31,185 | $ | 26,802 | 16% | ||||||||||||||||
| Less: Insurance revenues (Note 13) | 847 | 766 | 1,639 | 1,530 | ||||||||||||||||||||||
| Adjusted revenues (Non-GAAP) | $ | 15,852 | $ | 13,361 | 19% | $ | 29,546 | $ | 25,272 | 17% | ||||||||||||||||
| Total costs and expenses (GAAP) | $ | 16,001 | $ | 13,866 | 15% | $ | 30,076 | $ | 27,770 | 8% | ||||||||||||||||
| Less: Insurance cost and expenses (Note 13) | 784 | 709 | 1,505 | 1,368 | ||||||||||||||||||||||
| Less: interest and other financial charges(a) | 254 | 353 | 511 | 724 | ||||||||||||||||||||||
| Less: non-operating benefit cost (income) | (402) | (101) | (787) | (206) | ||||||||||||||||||||||
| Less: restructuring & other(a) | 138 | 35 | 289 | 73 | ||||||||||||||||||||||
| Less: separation costs(a) | 226 | 148 | 431 | 247 | ||||||||||||||||||||||
| Less: Steam asset sale impairment(a) | — | 1 | — | 825 | ||||||||||||||||||||||
| Less: Russia and Ukraine charges(a) | 190 | — | 190 | 230 | ||||||||||||||||||||||
| Add: noncontrolling interests | 4 | 7 | (24) | 21 | ||||||||||||||||||||||
| Add: EFS benefit from taxes | (60) | (61) | (111) | (108) | ||||||||||||||||||||||
| Adjusted costs (Non-GAAP) | $ | 14,755 | $ | 12,666 | 16% | $ | 27,802 | $ | 24,421 | 14% | ||||||||||||||||
| Other income (loss) (GAAP) | $ | 692 | $ | (1,227) | F | $ | 6,773 | $ | (1,178) | F | ||||||||||||||||
| Less: gains (losses) on retained and sold ownership interests and other equity securities(a) | 356 | (1,552) | 6,262 | (1,770) | ||||||||||||||||||||||
| Less: restructuring & other(a) | — | — | — | 3 | ||||||||||||||||||||||
| Less: gains (losses) on purchases and sales of business interests(a) | 36 | 2 | (19) | 6 | ||||||||||||||||||||||
| Adjusted other income (loss) (Non-GAAP) | $ | 300 | $ | 323 | (7)% | $ | 530 | $ | 583 | (9)% | ||||||||||||||||
| Profit (loss) (GAAP) | $ | 1,390 | $ | (966) | F | $ | 7,882 | $ | (2,146) | F | ||||||||||||||||
| Profit (loss) margin (GAAP) | 8.3% | (6.8)% | 15.1pts | 25.3% | (8.0)% | 33.3pts | ||||||||||||||||||||
| Adjusted profit (loss) (Non-GAAP) | $ | 1,396 | $ | 1,018 | 37% | $ | 2,274 | $ | 1,434 | 59% | ||||||||||||||||
| Adjusted profit (loss) margin (Non-GAAP) | 8.8% | 7.6% | 1.2pts | 7.7% | 5.7% | 2.0pts | ||||||||||||||||||||
| (a) See the Corporate and Other Consolidated Information sections for further information. | ||||||||||||||||||||||||||
We believe that adjusting profit to exclude the effects of items that are not closely associated with ongoing operations provides management and investors with a meaningful measure that increases the period-to-period comparability. Gains (losses) and restructuring and other items are impacted by the timing and magnitude of gains associated with dispositions, and the timing and magnitude of costs associated with restructuring and other activities. | ||||||||||||||||||||||||||
| ADJUSTED ORGANIC PROFIT (NON-GAAP) | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||
| 2023 | 2022 | V% | 2023 | 2022 | V% | ||||||||||||||||||
| Adjusted profit (loss) (Non-GAAP) | $ | 1,396 | $ | 1,018 | 37 | % | $ | 2,274 | $ | 1,434 | 59 | % | |||||||||||
| Less: acquisitions | (17) | — | (23) | (5) | |||||||||||||||||||
| Less: business dispositions | — | — | — | — | |||||||||||||||||||
| Less: foreign currency effect(a) | (63) | (13) | (143) | (27) | |||||||||||||||||||
| Adjusted organic profit (loss) (Non-GAAP) | $ | 1,477 | $ | 1,032 | 43 | % | $ | 2,441 | $ | 1,466 | 67 | % | |||||||||||
| Adjusted profit (loss) margin (Non-GAAP) | 8.8 | % | 7.6 | % | 1.2 | pts | 7.7 | % | 5.7 | % | 2.0 | pts | |||||||||||
| Adjusted organic profit (loss) margin (Non-GAAP) | 9.3 | % | 7.7 | % | 1.6 | pts | 8.2 | % | 5.8 | % | 2.4 | pts | |||||||||||
(a) Included foreign currency negative effect on revenues of $98 million and $333 million and positive effect on operating costs and other income (loss) of $35 million and $189 million for the three and six months ended June 30, 2023, respectively. | |||||||||||||||||||||||
| We believe these measures provide management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency, which includes translational and transactional impacts, as these activities can obscure underlying trends. | |||||||||||||||||||||||
2023 2Q FORM 10-Q 16
| ADJUSTED EARNINGS (LOSS) AND ADJUSTED INCOME TAX RATE (NON-GAAP) | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| (Per-share amounts in dollars) | Earnings | EPS | Earnings | EPS | Earnings | EPS | Earnings | EPS | |||||||||||||||||||||||||||||||||||||||
| Earnings (loss) from continuing operations (GAAP) (Note 18) | $ | 996 | $ | 0.91 | $ | (1,201) | $ | (1.09) | $ | 7,091 | $ | 6.46 | $ | (2,476) | $ | (2.25) | |||||||||||||||||||||||||||||||
| Insurance earnings (loss) (pre-tax) | 64 | 0.06 | 60 | 0.05 | 135 | 0.12 | 168 | 0.15 | |||||||||||||||||||||||||||||||||||||||
| Tax effect on Insurance earnings (loss) | (15) | (0.01) | (14) | (0.01) | (31) | (0.03) | (38) | (0.03) | |||||||||||||||||||||||||||||||||||||||
| Less: Insurance earnings (loss) (net of tax) (Note 13) | 50 | 0.05 | 46 | 0.04 | 104 | 0.09 | 130 | 0.12 | |||||||||||||||||||||||||||||||||||||||
| Earnings (loss) excluding Insurance (Non-GAAP) | $ | 946 | $ | 0.86 | $ | (1,246) | $ | (1.13) | $ | 6,987 | $ | 6.37 | $ | (2,606) | $ | (2.37) | |||||||||||||||||||||||||||||||
| Non-operating benefit (cost) income (pre-tax) (GAAP) | 402 | 0.37 | 101 | 0.09 | 787 | 0.72 | 206 | 0.19 | |||||||||||||||||||||||||||||||||||||||
| Tax effect on non-operating benefit (cost) income | (84) | (0.08) | (21) | (0.02) | (165) | (0.15) | (43) | (0.04) | |||||||||||||||||||||||||||||||||||||||
| Less: Non-operating benefit (cost) income (net of tax) | 318 | 0.29 | 80 | 0.07 | 622 | 0.57 | 163 | 0.15 | |||||||||||||||||||||||||||||||||||||||
| Gains (losses) on purchases and sales of business interests (pre-tax)(a) | 36 | 0.03 | 2 | — | (19) | (0.02) | 6 | 0.01 | |||||||||||||||||||||||||||||||||||||||
| Tax effect on gains (losses) on purchases and sales of business interests | (17) | (0.02) | 17 | 0.02 | (15) | (0.01) | 17 | 0.02 | |||||||||||||||||||||||||||||||||||||||
| Less: Gains (losses) on purchases and sales of business interests (net of tax) | 19 | 0.02 | 19 | 0.02 | (34) | (0.03) | 22 | 0.02 | |||||||||||||||||||||||||||||||||||||||
| Gains (losses) on retained and sold ownership interests and other equity securities (pre-tax)(a) | 356 | 0.32 | (1,552) | (1.41) | 6,262 | 5.71 | (1,770) | (1.61) | |||||||||||||||||||||||||||||||||||||||
| Tax effect on gains (losses) on retained and sold ownership interests and other equity securities(b)(c) | 1 | — | 14 | 0.01 | 1 | — | (6) | (0.01) | |||||||||||||||||||||||||||||||||||||||
| Less: Gains (losses) on retained and sold ownership interests and other equity securities (net of tax) | 357 | 0.33 | (1,537) | (1.40) | 6,263 | 5.71 | (1,776) | (1.62) | |||||||||||||||||||||||||||||||||||||||
| Restructuring & other (pre-tax)(a) | (138) | (0.13) | (35) | (0.03) | (289) | (0.26) | (70) | (0.06) | |||||||||||||||||||||||||||||||||||||||
| Tax effect on restructuring & other | 29 | 0.03 | 7 | 0.01 | 61 | 0.06 | 15 | 0.01 | |||||||||||||||||||||||||||||||||||||||
| Less: Restructuring & other (net of tax) | (109) | (0.10) | (28) | (0.03) | (228) | (0.21) | (55) | (0.05) | |||||||||||||||||||||||||||||||||||||||
| Separation costs (pre-tax)(a) | (226) | (0.21) | (148) | (0.14) | (431) | (0.39) | (247) | (0.23) | |||||||||||||||||||||||||||||||||||||||
| Tax effect on separation costs | 35 | 0.03 | 16 | 0.01 | (21) | (0.02) | (8) | (0.01) | |||||||||||||||||||||||||||||||||||||||
| Less: Separation costs (net of tax) | (192) | (0.17) | (132) | (0.12) | (453) | (0.41) | (256) | (0.23) | |||||||||||||||||||||||||||||||||||||||
| Steam asset sale impairment (pre-tax)(a) | — | — | (1) | — | — | — | (825) | (0.75) | |||||||||||||||||||||||||||||||||||||||
| Tax effect on Steam asset sale impairment | — | — | — | — | — | — | 84 | 0.08 | |||||||||||||||||||||||||||||||||||||||
| Less: Steam asset sale impairment (net of tax) | — | — | (1) | — | — | — | (741) | (0.67) | |||||||||||||||||||||||||||||||||||||||
| Russia and Ukraine charges (pre-tax)(a) | (190) | (0.17) | — | — | (190) | (0.17) | (230) | (0.21) | |||||||||||||||||||||||||||||||||||||||
| Tax effect on Russia and Ukraine charges | (5) | — | — | — | (5) | — | 15 | 0.01 | |||||||||||||||||||||||||||||||||||||||
| Less: Russia and Ukraine charges (net of tax) | (195) | (0.18) | — | — | (195) | (0.18) | (215) | (0.20) | |||||||||||||||||||||||||||||||||||||||
| Less: U.S. and foreign tax law change enactment | — | — | (37) | (0.03) | — | — | (37) | (0.03) | |||||||||||||||||||||||||||||||||||||||
| Less: Excise tax on preferred stock redemption | — | — | — | — | (30) | (0.03) | — | — | |||||||||||||||||||||||||||||||||||||||
| Adjusted earnings (loss) (Non-GAAP) | $ | 748 | $ | 0.68 | $ | 391 | $ | 0.36 | $ | 1,042 | $ | 0.95 | $ | 289 | $ | 0.26 | |||||||||||||||||||||||||||||||
| Earnings (loss) from continuing operations before taxes (GAAP) | $ | 1,390 | $ | (966) | $ | 7,882 | $ | (2,146) | |||||||||||||||||||||||||||||||||||||||
| Less: Total adjustments above (pre-tax) | 305 | (1,574) | 6,255 | (2,764) | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted earnings before taxes (Non-GAAP) | $ | 1,085 | $ | 608 | $ | 1,627 | $ | 617 | |||||||||||||||||||||||||||||||||||||||
| Provision (benefit) for income taxes (GAAP) | $ | 333 | $ | 161 | $ | 603 | $ | 190 | |||||||||||||||||||||||||||||||||||||||
| Less: Tax effect on adjustments above | 57 | 17 | 176 | 2 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted provision (benefit) for income taxes (Non-GAAP) | $ | 276 | $ | 144 | $ | 427 | $ | 188 | |||||||||||||||||||||||||||||||||||||||
| Income tax rate (GAAP) | 24.0% | (16.7)% | 7.7% | (8.9)% | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted income tax rate (Non-GAAP) | 25.4% | 23.7% | 26.2% | 30.5% | |||||||||||||||||||||||||||||||||||||||||||
| (a) See the Corporate and Other Consolidated Information sections for further information. | |||||||||||||||||||||||||||||||||||||||||||||||
| (b) Includes tax benefits available to offset the tax on gains (losses) on equity securities. | |||||||||||||||||||||||||||||||||||||||||||||||
| (c) Includes related tax valuation allowances. | |||||||||||||||||||||||||||||||||||||||||||||||
| Earnings per share amounts are computed independently. As a result, the sum of per-share amounts may not equal the total. | |||||||||||||||||||||||||||||||||||||||||||||||
| The service cost for our pension and other benefit plans are included in Adjusted earnings*, which represents the ongoing cost of providing pension benefits to our employees. The components of non-operating benefit costs are mainly driven by capital allocation decisions and market performance. We believe the retained cost in Adjusted earnings* and the Adjusted tax rate* provides management and investors a useful measure to evaluate the performance of the total company and increases period-to-period comparability. We also use Adjusted EPS* as a performance metric at the company level for our annual executive incentive plan for 2023. | |||||||||||||||||||||||||||||||||||||||||||||||
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 17
| FREE CASH FLOWS (FCF) (NON-GAAP) | Six months ended June 30 | |||||||
| 2023 | 2022 | |||||||
| CFOA (GAAP) | $ | 465 | $ | (434) | ||||
| Less: Insurance CFOA | 78 | 55 | ||||||
| CFOA excluding Insurance (Non-GAAP) | $ | 387 | $ | (489) | ||||
| Add: gross additions to property, plant and equipment and internal-use software | (663) | (549) | ||||||
| Less: separation cash expenditures | (576) | (12) | ||||||
| Less: Corporate restructuring cash expenditures | (108) | — | ||||||
| Less: taxes related to business sales | (109) | (50) | ||||||
| Free cash flows (Non-GAAP) | $ | 517 | $ | (976) | ||||
| We believe investors may find it useful to compare free cash flows* performance without the effects of CFOA related to our run-off Insurance business, separation cash expenditures, Corporate restructuring cash expenditures (associated with the separation-related program announced in October 2022) and taxes related to business sales. We believe this measure will better allow management and investors to evaluate the capacity of our operations to generate free cash flows. | ||||||||
CONTROLS AND PROCEDURES. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of June 30, 2023, and (ii) no change in internal control over financial reporting occurred during the quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.
OTHER FINANCIAL DATA
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. On March 6, 2022, the Board of Directors authorized up to $3 billion of common share repurchases. We repurchased 2,988 thousand shares for $306 million during the three months ended June 30, 2023 under this authorization.
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of our share repurchase authorization | Approximate dollar value of shares that may yet be purchased under our share repurchase authorization | ||||||||||
| (Shares in thousands) | ||||||||||||||
| 2023 | ||||||||||||||
| April | — | $ | — | — | ||||||||||
| May | 3,082 | 102.41 | 2,988 | |||||||||||
| June | — | — | — | |||||||||||
| Total | 3,082 | $ | 102.41 | 2,988 | $ | 1,443 | ||||||||
*Non-GAAP Financial Measure
2023 2Q FORM 10-Q 18
| STATEMENT OF EARNINGS (LOSS) (UNAUDITED) | Three months ended June 30 | Six months ended June 30 | |||||||||||||||
| (In millions, per-share amounts in dollars) | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Sales of equipment | $ | $ | $ | $ | |||||||||||||
| Sales of services | |||||||||||||||||
| Insurance revenues (Note 13) | |||||||||||||||||
| Total revenues (Note 8) | |||||||||||||||||
| Cost of equipment sold | |||||||||||||||||
| Cost of services sold | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Separation costs (Note 20) | |||||||||||||||||
| Research and development | |||||||||||||||||
| Interest and other financial charges | |||||||||||||||||
| Insurance losses, annuity benefits and other costs (Note 13) | |||||||||||||||||
| Non-operating benefit cost (income) | ( | ( | ( | ( | |||||||||||||
| Total costs and expenses | |||||||||||||||||
| Other income (loss) (Note 19) | ( | ( | |||||||||||||||
| Earnings (loss) from continuing operations before income taxes | ( | ( | |||||||||||||||
| Benefit (provision) for income taxes (Note 16) | ( | ( | ( | ( | |||||||||||||
| Earnings (loss) from continuing operations | ( | ( | |||||||||||||||
| Earnings (loss) from discontinued operations, net of taxes (Note 2) | ( | ||||||||||||||||
| Net earnings (loss) | ( | ( | |||||||||||||||
| Less net earnings (loss) attributable to noncontrolling interests | ( | ||||||||||||||||
| Net earnings (loss) attributable to the Company | ( | ( | |||||||||||||||
| Preferred stock dividends and other | ( | ( | ( | ( | |||||||||||||
| Net earnings (loss) attributable to GE common shareholders | $ | ( | $ | ( | $ | $ | ( | ||||||||||
| Amounts attributable to GE common shareholders | |||||||||||||||||
| Earnings (loss) from continuing operations | $ | $ | ( | $ | $ | ( | |||||||||||
| Less net earnings (loss) attributable to noncontrolling interests, | |||||||||||||||||
| continuing operations | ( | ||||||||||||||||
| Earnings (loss) from continuing operations attributable to the Company | ( | ( | |||||||||||||||
| Preferred stock dividends and other | ( | ( | ( | ( | |||||||||||||
| Earnings (loss) from continuing operations attributable | |||||||||||||||||
| to GE common shareholders | ( | ( | |||||||||||||||
| Earnings (loss) from discontinued operations attributable | |||||||||||||||||
| to GE common shareholders | ( | ||||||||||||||||
| Net earnings (loss) attributable to GE common shareholders | $ | ( | $ | ( | $ | $ | ( | ||||||||||
| Earnings (loss) per share from continuing operations (Note 18) | |||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||
| Basic earnings (loss) per share | $ | $ | ( | $ | $ | ( | |||||||||||
| Net earnings (loss) per share (Note 18) | |||||||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | ( | $ | $ | ( | ||||||||||
| Basic earnings (loss) per share | $ | ( | $ | ( | $ | $ | ( | ||||||||||
2023 2Q FORM 10-Q 19
| STATEMENT OF FINANCIAL POSITION (UNAUDITED) | ||||||||
| (In millions) | June 30, 2023 | December 31, 2022 | ||||||
| Cash, cash equivalents and restricted cash | $ | $ | ||||||
| Investment securities (Note 3) | ||||||||
| Current receivables (Note 4) | ||||||||
| Inventories, including deferred inventory costs (Note 5) | ||||||||
| Current contract assets (Note 9) | ||||||||
| All other current assets (Note 10) | ||||||||
| Assets of businesses held for sale (Note 2) | ||||||||
| Current assets | ||||||||
| Investment securities (Note 3) | ||||||||
| Property, plant and equipment – net (Note 6) | ||||||||
| Goodwill (Note 7) | ||||||||
| Other intangible assets – net (Note 7) | ||||||||
| Contract and other deferred assets (Note 9) | ||||||||
| All other assets (Note 10) | ||||||||
| Deferred income taxes (Note 16) | ||||||||
Assets of discontinued operations (Note 2) | ||||||||
Total assets | $ | $ | ||||||
| Short-term borrowings (Note 11) | $ | $ | ||||||
| Accounts payable and equipment project payables (Note 12) | ||||||||
| Progress collections and deferred income (Note 9) | ||||||||
| All other current liabilities (Note 15) | ||||||||
| Liabilities of businesses held for sale (Note 2) | ||||||||
| Current liabilities | ||||||||
| Deferred income (Note 9) | ||||||||
| Long-term borrowings (Note 11) | ||||||||
| Insurance liabilities and annuity benefits (Note 13) | ||||||||
Non-current compensation and benefits | ||||||||
| All other liabilities (Note 15) | ||||||||
Liabilities of discontinued operations (Note 2) | ||||||||
Total liabilities | ||||||||
| Preferred stock (Note 17) | ||||||||
| Common stock (Note 17) | ||||||||
| Accumulated other comprehensive income (loss) – net attributable to GE (Note 17) | ( | ( | ||||||
Other capital | ||||||||
Retained earnings | ||||||||
Less common stock held in treasury | ( | ( | ||||||
Total GE shareholders’ equity | ||||||||
| Noncontrolling interests | ||||||||
| Total equity | ||||||||
Total liabilities and equity | $ | $ | ||||||
2023 2Q FORM 10-Q 20
| STATEMENT OF CASH FLOWS (UNAUDITED) | Six months ended June 30 | ||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Net earnings (loss) | $ | $ | ( | ||||||||
| (Earnings) loss from discontinued operations activities | ( | ( | |||||||||
| Adjustments to reconcile net earnings (loss) to cash from (used for) operating activities | |||||||||||
| Depreciation and amortization of property, plant and equipment | |||||||||||
| Amortization of intangible assets (Note 7) | |||||||||||
| (Gains) losses on purchases and sales of business interests | ( | ||||||||||
| (Gains) losses on retained and sold ownership interests and other equity securities | ( | ||||||||||
| Principal pension plans cost (Note 14) | ( | ||||||||||
| Principal pension plans employer contributions | ( | ( | |||||||||
| Other postretirement benefit plans (net) | ( | ( | |||||||||
| Provision (benefit) for income taxes | |||||||||||
| Cash recovered (paid) during the year for income taxes | ( | ( | |||||||||
| Changes in operating working capital: | |||||||||||
| Decrease (increase) in current receivables | ( | ||||||||||
| Decrease (increase) in inventories, including deferred inventory costs | ( | ( | |||||||||
| Decrease (increase) in current contract assets | |||||||||||
| Increase (decrease) in accounts payable and equipment project payables | ( | ||||||||||
| Increase (decrease) in progress collections and current deferred income | |||||||||||
| Financial services derivatives net collateral/settlement | ( | ||||||||||
| All other operating activities | ( | ( | |||||||||
| Cash from (used for) operating activities – continuing operations | ( | ||||||||||
| Cash from (used for) operating activities – discontinued operations | ( | ||||||||||
| Cash from (used for) operating activities | ( | ||||||||||
| Additions to property, plant and equipment and internal-use software | ( | ( | |||||||||
| Dispositions of property, plant and equipment | |||||||||||
| Net cash from (payments for) principal businesses purchased | ( | ||||||||||
| Dispositions of retained ownership interests | |||||||||||
| Net (purchases) dispositions of insurance investment securities | ( | ( | |||||||||
| All other investing activities | ( | ||||||||||
| Cash from (used for) investing activities – continuing operations | |||||||||||
| Cash from (used for) investing activities – discontinued operations | ( | ||||||||||
| Cash from (used for) investing activities | ( | ||||||||||
| Net increase (decrease) in borrowings (maturities of 90 days or less) | ( | ||||||||||
| Newly issued debt (maturities longer than 90 days) | |||||||||||
| Repayments and other debt reductions (maturities longer than 90 days) | ( | ( | |||||||||
| Dividends paid to shareholders | ( | ( | |||||||||
| Redemption of GE preferred stock | ( | ||||||||||
| Purchases of GE common stock for treasury | ( | ( | |||||||||
| All other financing activities | ( | ||||||||||
| Cash from (used for) financing activities – continuing operations | ( | ( | |||||||||
| Cash from (used for) financing activities – discontinued operations | ( | ||||||||||
| Cash from (used for) financing activities | ( | ( | |||||||||
| Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of year | |||||||||||
Cash, cash equivalents and restricted cash at June 30 | |||||||||||
Less cash, cash equivalents and restricted cash of discontinued operations at June 30 | |||||||||||
Cash, cash equivalents and restricted cash of continuing operations at June 30 | $ | $ | |||||||||
2023 2Q FORM 10-Q 21
| STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||
(In millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Net earnings (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||
| Less: net earnings (loss) attributable to noncontrolling interests | ( | |||||||||||||||||||
| Net earnings (loss) attributable to the Company | $ | $ | ( | $ | $ | ( | ||||||||||||||
Currency translation adjustments | ( | ( | ||||||||||||||||||
Benefit plans | ( | ( | ||||||||||||||||||
Investment securities and cash flow hedges | ( | ( | ( | |||||||||||||||||
| Long-duration insurance contracts(a) | ( | |||||||||||||||||||
Less: other comprehensive income (loss) attributable to noncontrolling interests | ( | ( | ||||||||||||||||||
| Other comprehensive income (loss) attributable to the Company | $ | ( | $ | $ | ( | $ | ||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | $ | $ | ( | |||||||||||||
Less: comprehensive income (loss) attributable to noncontrolling interests | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to the Company | $ | ( | $ | ( | $ | $ | ( | |||||||||||||
(a) Represents the net after-tax change in future policy benefit reserves and related reinsurance recoverables from updating the discount rate. See Notes 1 and 13 for further information.
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||
(In millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Preferred stock issued(a) | $ | $ | $ | $ | ||||||||||||||||
| Common stock issued | $ | $ | $ | $ | ||||||||||||||||
| Beginning balance | ( | ( | ( | ( | ||||||||||||||||
| Currency translation adjustments | ( | ( | ||||||||||||||||||
| Benefit plans | ( | ( | ||||||||||||||||||
Investment securities and cash flow hedges | ( | ( | ( | |||||||||||||||||
| Long-duration insurance contracts | ( | |||||||||||||||||||
| Accumulated other comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Beginning balance | ||||||||||||||||||||
| Gains (losses) on treasury stock dispositions | ( | ( | ( | ( | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Other changes(a) | ( | ( | ( | |||||||||||||||||
| Other capital | $ | $ | $ | $ | ||||||||||||||||
| Beginning balance | ||||||||||||||||||||
| Net earnings (loss) attributable to the Company | ( | ( | ||||||||||||||||||
| Dividends and other transactions with shareholders(b) | ( | ( | ( | ( | ||||||||||||||||
| Retained earnings | $ | $ | $ | $ | ||||||||||||||||
| Beginning balance | ( | ( | ( | ( | ||||||||||||||||
| Purchases | ( | ( | ( | ( | ||||||||||||||||
| Dispositions | ||||||||||||||||||||
| Common stock held in treasury | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| GE shareholders' equity balance | ||||||||||||||||||||
| Noncontrolling interests balance | ||||||||||||||||||||
Total equity balance at June 30 | $ | $ | $ | $ | ||||||||||||||||
(a) Included $3,000 million decrease substantially all in Other capital related to our redemption of GE Series D preferred stock in the first quarter of 2023.
(b) Included $5,300 million decrease in Retained earnings reflecting a pro-rata distribution of approximately 80.1 % of the shares of GE HealthCare on January 3, 2023.
2023 2Q FORM 10-Q 22
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP), which requires us to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, financial position and cash flows. Such changes could result in future impairments of goodwill, intangibles, long-lived assets and investment securities, revisions to estimated profitability on long-term product service agreements, incremental credit losses on receivables and debt securities, a change in the carrying amount of our tax assets and liabilities, or a change in our insurance liabilities and pension obligations as of the time of a relevant measurement event.
The accompanying consolidated financial statements and notes are unaudited. The results reported in these financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the financial statements, notes and significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2022 and revised portions of our 2022 Form 10-K on Form 8-K as filed on April 25, 2023.
NOTE 2. BUSINESSES HELD FOR SALE AND DISCONTINUED OPERATIONS. In the fourth quarter of 2022, we signed a binding agreement to sell a portion of our Steam business within our Power segment to Électricité de France S.A. (EDF). We expect to complete the sale, subject to regulatory approvals and other customary closing conditions, in the second half of 2023. Closing the transaction is expected to result in a significant gain.
In the fourth quarter of 2022, we classified our captive industrial insurance subsidiary, with assets of $534 million and liabilities of $350 million as of June 30, 2023, into held for sale. We expect to complete the sale of this business, subject to regulatory approvals, by the first half of 2024. In connection with the expected sale, in the first half of 2023, we recorded a loss of $109 million in Other income (loss) in our Statement of Earnings (Loss).
| ASSETS AND LIABILITIES OF BUSINESSES HELD FOR SALE | June 30, 2023 | December 31, 2022 | ||||||
| Current receivables, inventories and contract assets | $ | $ | ||||||
| Non-current captive insurance investment securities | ||||||||
| Property, plant and equipment and intangible assets - net | ||||||||
| Valuation allowance on disposal group classified as held for sale | ( | ( | ||||||
All other assets | ||||||||
| Assets of businesses held for sale | $ | $ | ||||||
| Progress collections and deferred income | $ | $ | ||||||
| Insurance liabilities and annuity benefits | ||||||||
| Accounts payable, equipment project payables and other current liabilities | ||||||||
| All other liabilities | ||||||||
Liabilities of businesses held for sale | $ | $ | ||||||
DISCONTINUED OPERATIONS primarily comprise our former GE HealthCare business, our mortgage portfolio in Poland (Bank BPH), our GE Capital Aviation Services (GECAS) business, and other trailing assets and liabilities associated with prior dispositions. Results of operations, financial position and cash flows for these businesses are reported as discontinued operations for all periods presented and the notes to the financial statements have been adjusted on a retrospective basis.
GE HealthCare. On January 3, 2023, we completed the previously announced separation of our HealthCare business (the Separation), into a separate, independent, publicly traded company, GE HealthCare Technologies Inc. (GE HealthCare). The Separation was structured as a tax-free spin-off, and was achieved through GE's pro-rata distribution of approximately 80.1 % of the outstanding shares of GE HealthCare to holders of GE common stock. In connection with the Separation, the historical results of GE HealthCare and certain assets and liabilities included in the Separation are reported in GE's consolidated financial statements as discontinued operations.
2023 2Q FORM 10-Q 23
We have continuing involvement with GE HealthCare primarily through a transition services agreement, through which GE and GE HealthCare continue to provide certain services to each other for a period of time following the Separation, and a trademark licensing agreement. For the six months ended June 30, 2023, we collected net cash of $453 million related to these activities.
Bank BPH. As previously reported, Bank BPH, along with other Polish banks, has been subject to ongoing litigation in Poland related to its portfolio of floating rate residential mortgage loans, with cases brought by individual borrowers seeking relief related to their foreign currency indexed or denominated mortgage loans in various courts throughout Poland. In July 2023, in connection with GE and Bank BPH approving the adoption of a settlement program intended to be made available over time to Bank BPH borrowers, GE recorded an additional charge of $1,014 million, increasing total estimated losses associated with Bank BPH borrower litigation to $2,632 million as of June 30, 2023. No incremental cash contributions from GE are required in connection with this charge as the current cash balances at Bank BPH are adequate. In order to maintain appropriate regulatory capital levels, during the three and six months ended June 30, 2023, we made non-cash capital contributions in the form of intercompany loan forgiveness of $1,599 million and $1,797 million, respectively. See Note 23 for further information about the recent actions and other factors that are relevant to the estimate of total losses for borrower litigation at Bank BPH. Future changes or adverse developments could increase our estimate of total losses and potentially require future cash contributions to Bank BPH.
The Bank BPH financing receivable portfolio is recorded at the lower of cost or fair value, less cost to sell, which reflects market yields and estimates with respect to ongoing borrower litigation. Earnings (loss) from discontinued operations included $1,014 million and $1,189 million in pre-tax charges for the three and six months ended June 30, 2023, and $201 million and $434 million in pre-tax charges for the three and six months ended June 30, 2022, respectively, primarily related to the ongoing borrower litigation. At June 30, 2023, the total portfolio had a carrying value of zero , net of a valuation allowance.
GECAS/AerCap. We have continuing involvement with AerCap, primarily through our ownership interest, ongoing sales or leases of products and services, and transition services that we provide to AerCap. For the six months ended June 30, 2023, we had direct and indirect sales of $84 million to AerCap, primarily related to engine services and sales, and purchases of $120 million from AerCap, primarily related to engine leases. We paid net cash of $171 million to AerCap related to this activity.
| 2023 | 2022 | ||||||||||||||||||||||||||||
RESULTS OF DISCONTINUED OPERATIONS Three months ended June 30 | GE HealthCare | Bank BPH & Other | Total | GE HealthCare | Bank BPH & Other | Total | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Cost of equipment and services sold | ( | ( | |||||||||||||||||||||||||||
| Other income, costs and expenses | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Earnings (loss) of discontinued operations before income taxes | ( | ( | ( | ||||||||||||||||||||||||||
| Benefit (provision) for income taxes | ( | ( | |||||||||||||||||||||||||||
| Earnings (loss) of discontinued operations, net of taxes | ( | ( | ( | ||||||||||||||||||||||||||
| Gain (loss) on disposal before income taxes | ( | ( | |||||||||||||||||||||||||||
| Benefit (provision) for income taxes | |||||||||||||||||||||||||||||
| Gain (loss) on disposal, net of taxes | ( | ||||||||||||||||||||||||||||
| Earnings (loss) from discontinued operations, net of taxes | $ | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||
RESULTS OF DISCONTINUED OPERATIONS Six months ended June 30 | GE HealthCare | Bank BPH & Other | Total | GE HealthCare | Bank BPH & Other | Total | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Cost of equipment and services sold | ( | ( | |||||||||||||||||||||||||||
| Other income, costs and expenses | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||
| Earnings (loss) of discontinued operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Benefit (provision) for income taxes(a) | ( | ( | ( | ||||||||||||||||||||||||||
| Earnings (loss) of discontinued operations, net of taxes | ( | ( | |||||||||||||||||||||||||||
| Gain (loss) on disposal before income taxes | ( | ( | |||||||||||||||||||||||||||
| Benefit (provision) for income taxes | |||||||||||||||||||||||||||||
| Gain (loss) on disposal, net of taxes | ( | ( | |||||||||||||||||||||||||||
| — | |||||||||||||||||||||||||||||
| Earnings (loss) from discontinued operations, net of taxes | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||
(a) The tax benefit for the six months ended June 30, 2023 for GE HealthCare relates to preparatory steps for the spin-off, which resulted in taxable gain offset by a deferred tax asset and the reversal of valuation allowances for capital loss carryovers utilized against a portion of the gain.
2023 2Q FORM 10-Q 24
| ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS | June 30, 2023 | December 31, 2022 | ||||||
Cash, cash equivalents and restricted cash | $ | $ | ||||||
| Current receivables | ||||||||
| Inventories, including deferred inventory costs | ||||||||
| Goodwill | ||||||||
| Other intangible assets - net | ||||||||
| Contract and other deferred assets | ||||||||
Financing receivables held for sale (Polish mortgage portfolio)(a) | ||||||||
| Property, plant and equipment - net | ||||||||
All other assets | ||||||||
| Deferred income taxes | ||||||||
| Assets of discontinued operations(b) | $ | $ | ||||||
| Accounts payable and equipment project payables | $ | $ | ||||||
| Progress collections and deferred income | ||||||||
| Long-term borrowings | ||||||||
| Non-current compensation and benefits | ||||||||
All other liabilities(a) | ||||||||
Liabilities of discontinued operations(b) | $ | $ | ||||||
(a) Included $2,017 million and $848 million of valuation allowances against Financing receivables held for sale, of which $1,776 million and $611 million related to estimated borrower litigation losses, and $856 million and $748 million in All other liabilities, related to estimated borrower litigation losses for Bank BPH’s foreign currency-denominated mortgage portfolio, as of June 30, 2023 and December 31, 2022, respectively. Accordingly, total estimated losses related to borrower litigation were $2,632 million and $1,359 million as of June 30, 2023 and December 31, 2022, respectively. As of a result of the settlement program, the valuation allowance completely offsets the financing receivables balance as of June 30, 2023.
(b) Included $130 million and $28,998 million of assets and $180 million and $23,337 million of liabilities for GE HealthCare as of June 30, 2023 and December 31, 2022, respectively.
NOTE 3. INVESTMENT SECURITIES. All of our debt securities are classified as available-for-sale and substantially all are investment-grade supporting obligations to annuitants and policyholders in our run-off insurance operations. We manage the investments in our run-off insurance operations under strict investment guidelines, including limitations on asset class concentration, single issuer exposures, asset-liability duration variances, and other factors to meet credit quality, yield, liquidity and diversification requirements associated with servicing our insurance liabilities under reasonable circumstances. This process includes consideration of various asset allocation strategies and incorporates information from several external investment advisors to improve our investment yield subject to maintaining our ability to satisfy insurance liabilities when due, as well as considering our risk-based capital requirements, regulatory constraints, and tolerance for surplus volatility. Asset allocation planning is a dynamic process that considers changes in market conditions, risk appetite, liquidity needs and other factors, which are reviewed on a periodic basis by our investment team. Our investment in GE HealthCare comprised 61.6 million shares (approximately 13.5 % ownership interest) at June 30, 2023. Our investment in AerCap comprised 78.2 million ordinary shares (approximately 33.6 % ownership interest) at June 30, 2023 and an AerCap senior note, for which we have adopted the fair value option. We sold our remaining shares in Baker Hughes (BKR) during the first quarter of 2023. Our GE HealthCare and AerCap investments are recorded as Equity securities with readily determinable fair values. Investment securities held within insurance entities are classified as non-current as they support the long-duration insurance liabilities.
| June 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||||||||||||||||
| Equity (GE HealthCare) | $ | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | |||||||||||||||||
| Equity and note (AerCap) | — | — | — | — | |||||||||||||||||||||||||
| Equity (Baker Hughes) | — | — | — | — | |||||||||||||||||||||||||
| Current investment securities | $ | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | |||||||||||||||||
| Debt | |||||||||||||||||||||||||||||
| U.S. corporate | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||
| Non-U.S. corporate | ( | ( | |||||||||||||||||||||||||||
| State and municipal | ( | ( | |||||||||||||||||||||||||||
| Mortgage and asset-backed | ( | ( | |||||||||||||||||||||||||||
| Government and agencies | ( | ( | |||||||||||||||||||||||||||
| Other equity | — | — | — | — | |||||||||||||||||||||||||
| Non-current investment securities | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||
The amortized cost of debt securities excludes accrued interest of $464 million and $457 million at June 30, 2023 and December 31, 2022, respectively
2023 2Q FORM 10-Q 25
The estimated fair value of investment securities at June 30, 2023 increased since December 31, 2022, primarily due to the classification of our remaining equity interest in GE HealthCare within investment securities, new investments at Insurance, the mark-to-market effect on our equity interest in AerCap, lower market yields and tightening credit spreads, partially offset by GE HealthCare, AerCap and BKR share sales.
Total estimated fair value of debt securities in an unrealized loss position were $22,225 million and $21,482 million, of which $14,833 million and $3,275 million had gross unrealized losses of $(2,597 ) million and $(835 ) million and had been in a loss position for 12 months or more at June 30, 2023 and December 31, 2022, respectively. At June 30, 2023, the majority of our U.S. and Non-U.S. corporate securities' gross unrealized losses were in the consumer, electric, technology and energy industries. In addition, gross unrealized losses on our Mortgage and asset-backed securities included $(212 ) million related to commercial mortgage-backed securities (CMBS) collateralized by pools of commercial mortgage loans on real estate, and $(112 ) million related to asset-backed securities. The majority of our CMBS and asset-backed securities in an unrealized loss position have received investment-grade credit ratings from the major rating agencies. For our securities in an unrealized loss position, the losses are not indicative of credit losses, we currently do not intend to sell the investments, and it is not likely that we will be required to sell the investments before recovery of their amortized cost basis.
Net unrealized gains (losses) for equity securities with readily determinable fair values, which are recorded in Other income (loss) within continuing operations, were $522 million and $(1,464 ) million for the three months ended and $6,562 million and $(1,834 ) million for the six months ended June 30, 2023 and 2022, respectively.
Proceeds from debt and equity securities sales and early redemptions by issuers totaled $3,745 million and $3,474 million for the three months ended and $6,752 million and $5,423 million for the six months ended June 30, 2023 and 2022, respectively. Gross realized gains on debt securities were $26 million and $9 million for the three months ended and $38 million and $33 million for the six months ended June 30, 2023 and 2022, respectively. Gross realized losses and impairments on debt securities were $(25 ) million and $(11 ) million for the three months ended and $(46 ) million and $(15 ) million for the six months ended June 30, 2023 and 2022, respectively.
Contractual maturities of our debt securities (excluding mortgage and asset-backed securities) at June 30, 2023 are as follows:
| Amortized cost | Estimated fair value | |||||||
| Within one year | $ | $ | ||||||
| After one year through five years | ||||||||
| After five years through ten years | ||||||||
| After ten years | ||||||||
We expect actual maturities to differ from contractual maturities because borrowers have the right to call or prepay certain obligations.
The majority of our equity securities are classified within Level 1 and the majority of our debt securities are classified within Level 2, as their valuation is determined based on significant observable inputs. Investments with a fair value of $6,394 million and $6,421 million are classified within Level 3, as significant inputs to their valuation models are unobservable at June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023 and 2022, there were no significant transfers into or out of Level 3.
In addition to the equity securities described above, we hold $786 million and $614 million of equity securities without readily determinable fair values at June 30, 2023 and December 31, 2022, respectively, that are classified within non-current All other assets in our Statement of Financial Position. Fair value adjustments, including impairments, recorded in earnings were immaterial for all periods presented. These are primarily limited partnership investments in private equity, infrastructure and real estate funds that are measured at net asset value per share (or equivalent) as a practical expedient to estimated fair value and are excluded from the fair value hierarchy.
NOTE 4. CURRENT AND LONG-TERM RECEIVABLES
| CURRENT RECEIVABLES | June 30, 2023 | December 31, 2022 | ||||||
| Customer receivables | $ | $ | ||||||
| Revenue sharing program receivables(a) | ||||||||
| Non-income based tax receivables | ||||||||
| Supplier advances | ||||||||
| Receivables from disposed businesses | ||||||||
| Other sundry receivables | ||||||||
| Allowance for credit losses(b) | ( | ( | ||||||
| Total current receivables | $ | $ | ||||||
(b) Allowance for credit losses decreased primarily due to write-offs and recoveries, partially offset by net new provisions of $21 million and foreign currency impact.
2023 2Q FORM 10-Q 26
| June 30, 2023 | December 31, 2022 | |||||||
| Aerospace | $ | $ | ||||||
| Renewable Energy | ||||||||
| Power | ||||||||
| Corporate | ||||||||
| Total current receivables | $ | $ | ||||||
Sales of customer receivables. From time to time, the Company sells current or long-term receivables to third parties in response to customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer receivables to third parties and subsequently collected $935 million and $953 million in the six months ended June 30, 2023 and 2022, respectively, related primarily to our participation in customer-sponsored supply chain finance programs. Within these programs, primarily in Renewable Energy and Aerospace, the Company has no continuing involvement, fees associated with the transferred receivables are covered by the customer and cash is received at the original invoice due date. Included in the sales of customer receivables in the first quarter of 2023, was $77 million in our Gas Power business, primarily for risk mitigation purposes.
| LONG-TERM RECEIVABLES | June 30, 2023 | December 31, 2022 | |||||||||||||||
| Long-term customer receivables(a) | $ | $ | |||||||||||||||
| Supplier advances | |||||||||||||||||
| Non-income based tax receivables | |||||||||||||||||
| Financing receivables | |||||||||||||||||
| Sundry receivables | |||||||||||||||||
| Allowance for credit losses | ( | ( | |||||||||||||||
| Total long-term receivables | $ | $ | |||||||||||||||
(a) The Company sold zero and $81 million of long-term customer receivables to third parties for the six months ended June 30, 2023 and 2022, respectively, primarily in our Gas Power business for risk mitigation purposes.
NOTE 5. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS
| June 30, 2023 | December 31, 2022 | |||||||
Raw materials and work in process | $ | $ | ||||||
| Finished goods | ||||||||
| Deferred inventory costs(a) | ||||||||
| Inventories, including deferred inventory costs | $ | $ | ||||||
NOTE 6. PROPERTY, PLANT AND EQUIPMENT AND OPERATING LEASES
| June 30, 2023 | December 31, 2022 | |||||||
| Original cost | $ | $ | ||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||
| Property, plant and equipment – net | $ | $ | ||||||
Operating Lease Liabilities. Our consolidated operating lease liabilities, included in in our Statement of Financial Position, were $2,097 million and $2,089 million, as of June 30, 2023 and December 31, 2022, respectively. Expense on our operating lease portfolio, primarily from our long-term fixed leases, was $206 million and $210 million, and $401 million and $436 million, for the three and six months ended June 30, 2023 and 2022, respectively.
NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS
| GOODWILL | January 1, 2023 | Acquisitions | Currency exchange and other | Balance at June 30, 2023 | ||||||||||||||||
| Aerospace | $ | $ | $ | $ | ||||||||||||||||
| Renewable Energy | ||||||||||||||||||||
| Power | ||||||||||||||||||||
| Corporate(a) | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
2023 2Q FORM 10-Q 27
We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates. In the second quarter of 2023, we did not identify any reporting units that required an interim impairment test. However, we continue to monitor the operating results and cash flow forecasts of our Digital reporting unit at Corporate and our Additive reporting unit in our Aerospace segment as the fair value of these reporting units were not significantly in excess of their carrying values based on the results of our most recent annual impairment test, performed in the fourth quarter of 2022. At June 30, 2023, our Digital and Additive reporting units had goodwill of $823 million and $246 million, respectively.
Intangible assets decreased $151 million during the six months ended June 30, 2023, primarily as a result of amortization, partially offset by additions of customer-related, capitalized software and patents and technology, mainly at Power and Aerospace, of $140 million. Consolidated amortization expense was $160 million and $136 million in the three months ended and $299 million and $1,058 million in the six months ended, June 30, 2023 and 2022, respectively. Included within consolidated amortization expense for the six months ended June 30, 2022 was a non-cash pre-tax impairment charge of $765 million related to intangible assets at our remaining Steam business within our Power segment, not including a related $59 million impairment charge in Property, plant and equipment. For further information on these non-cash pre-tax impairment charges, refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
NOTE 8. REVENUES
| EQUIPMENT & SERVICES REVENUES | |||||||||||||||||||||||
| Three months ended June 30 | 2023 | 2022 | |||||||||||||||||||||
| Equipment | Services | Total | Equipment | Services | Total | ||||||||||||||||||
Aerospace | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Renewable Energy | |||||||||||||||||||||||
| Power | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Six months ended June 30 | 2023 | 2022 | |||||||||||||||||||||
| Equipment | Services | Total | Equipment | Services | Total | ||||||||||||||||||
Aerospace | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Renewable Energy | |||||||||||||||||||||||
| Power | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||
REVENUES | Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Commercial Engines & Services | $ | $ | $ | $ | |||||||||||||||||||
| Defense | |||||||||||||||||||||||
| Systems & Other | |||||||||||||||||||||||
Aerospace | $ | $ | $ | $ | |||||||||||||||||||
Onshore Wind | $ | $ | $ | $ | |||||||||||||||||||
| Grid Solutions equipment and services | |||||||||||||||||||||||
| Offshore Wind, Hydro and Hybrid Solutions | |||||||||||||||||||||||
Renewable Energy | $ | $ | $ | $ | |||||||||||||||||||
| Gas Power | $ | $ | $ | $ | |||||||||||||||||||
| Steam Power | |||||||||||||||||||||||
| Power Conversion, Nuclear and other | |||||||||||||||||||||||
Power | $ | $ | $ | $ | |||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | $ | $ | $ | $ | |||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
2023 2Q FORM 10-Q 28
NOTE 9. CONTRACT AND OTHER DEFERRED ASSETS & PROGRESS COLLECTIONS AND DEFERRED INCOME
Contract and other deferred assets decreased $766 million in the six months ended June 30, 2023 primarily due to a decrease in long-term service agreements, partially offset by the timing of revenue recognition ahead of billing milestones on long-term equipment contracts. Our long-term service agreements decreased primarily due to billings of $6,385 million, partially offset by revenues recognized of $5,390 million and a net favorable change in estimated profitability of $99 million at Power.
June 30, 2023 | Aerospace | Renewable Energy | Power | Corporate | Total | ||||||||||||
| Revenues in excess of billings | $ | $ | $ | $ | $ | ||||||||||||
| Billings in excess of revenues | ( | ( | ( | ||||||||||||||
| Long-term service agreements | $ | ( | $ | $ | $ | $ | ( | ||||||||||
| Equipment and other service agreements | |||||||||||||||||
| Current contract assets | $ | ( | $ | $ | $ | $ | |||||||||||
| Nonrecurring engineering costs(a) | |||||||||||||||||
| Customer advances and other(b) | |||||||||||||||||
| Non-current contract and other deferred assets | $ | $ | $ | $ | $ | ||||||||||||
| Total contract and other deferred assets | $ | $ | $ | $ | $ | ||||||||||||
| December 31, 2022 | |||||||||||||||||
| Revenues in excess of billings | $ | $ | $ | $ | $ | ||||||||||||
| Billings in excess of revenues | ( | ( | ( | ||||||||||||||
| Long-term service agreements | $ | ( | $ | $ | $ | $ | ( | ||||||||||
| Equipment and other service agreements | |||||||||||||||||
| Current contract assets | $ | ( | $ | $ | $ | $ | |||||||||||
| Nonrecurring engineering costs(a) | |||||||||||||||||
| Customer advances and other(b) | |||||||||||||||||
| Non-current contract and other deferred assets | $ | $ | $ | $ | $ | ||||||||||||
| Total contract and other deferred assets | $ | $ | $ | $ | $ | ||||||||||||
(a) Included costs incurred prior to production (such as requisition engineering) for equipment production contracts, primarily within our Aerospace segment, which are amortized ratably over each unit produced.
(b) Included amounts due from customers at Aerospace for the sales of engines, spare parts and services, and at Power, for the sale of services upgrades, which we collect through incremental fixed or usage-based fees from servicing the equipment under long-term service agreements.
Progress collections and deferred income increased $902 million primarily due to new collections received in excess of revenue recognition primarily at Power. Revenues recognized for contracts included in a liability position at the beginning of the year were $8,403 million and $7,232 million for the six months ended June 30, 2023 and 2022, respectively.
June 30, 2023 | Aerospace | Renewable Energy | Power | Corporate | Total | ||||||||||||
| Progress collections | $ | $ | $ | $ | $ | ||||||||||||
| Current deferred income | |||||||||||||||||
| Progress collections and deferred income | $ | $ | $ | $ | $ | ||||||||||||
| Non-current deferred income | |||||||||||||||||
| Total Progress collections and deferred income | $ | $ | $ | $ | $ | ||||||||||||
December 31, 2022 | |||||||||||||||||
| Progress collections | $ | $ | $ | $ | $ | ||||||||||||
| Current deferred income | |||||||||||||||||
| Progress collections and deferred income | $ | $ | $ | $ | $ | ||||||||||||
| Non-current deferred income | |||||||||||||||||
| Total Progress collections and deferred income | $ | $ | $ | $ | $ | ||||||||||||
2023 2Q FORM 10-Q 29
NOTE 11. BORROWINGS
| June 30, 2023 | December 31, 2022 | ||||||||||||||||
| Current portion of long-term borrowings | |||||||||||||||||
| Senior notes issued by GE | $ | $ | |||||||||||||||
| Senior and subordinated notes assumed by GE | |||||||||||||||||
| Senior notes issued by GE Capital | |||||||||||||||||
| Other | |||||||||||||||||
| Total short-term borrowings | $ | $ | |||||||||||||||
| Senior notes issued by GE | $ | $ | |||||||||||||||
| Senior and subordinated notes assumed by GE | |||||||||||||||||
| Senior notes issued by GE Capital | |||||||||||||||||
| Other | |||||||||||||||||
| Total long-term borrowings | $ | $ | |||||||||||||||
| Total borrowings | $ | $ | |||||||||||||||
NOTE 12. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES
| June 30, 2023 | December 31, 2022 | |||||||
| Trade payables | $ | $ | ||||||
| Supply chain finance programs | ||||||||
| Equipment project payables(a) | ||||||||
| Non-income based tax payables | ||||||||
| Accounts payable and equipment project payables | $ | $ | ||||||
(a) Primarily related to projects in our Power and Renewable Energy segments.
We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through these third-party programs were $4,371 million and $3,493 million for the six months ended June 30, 2023 and 2022, respectively.
NOTE 13. INSURANCE LIABILITIES AND ANNUITY BENEFITS. On January 1, 2023, we adopted Accounting Standards Update No. 2018-12, Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts . The new guidance for measuring the liability for future policy benefits and related reinsurance recoverable asset was adopted on a modified retrospective basis such that those balances were adjusted to conform to the new guidance at the January 1, 2021 transition date. Refer to the revised portions of our 2022 Form 10-K on Form 8-K as filed on April 25, 2023 for more information.
Insurance liabilities and annuity benefits comprise substantially all obligations to annuitants and insureds in our run-off insurance operations. Our insurance operations (net of eliminations) generated revenues of $847 million and $766 million, profit was $64 million and $56 million and net earnings was $50 million and $46 million for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, revenues were $1,639 million and $1,530 million, profit was $134 million and $162 million and net earnings was $104 million and $130 million, respectively. These operations were supported by assets of $47,386 million and $45,031 million at June 30, 2023 and December 31, 2022, respectively. A summary of our insurance liabilities and annuity benefits is presented below:
June 30, 2023 | Long-term care | Structured settlement annuities | Life | Other contracts | Total | ||||||||||||
Future policy benefit reserves | $ | $ | $ | $ | $ | ||||||||||||
Investment contracts | |||||||||||||||||
Other | |||||||||||||||||
Total | $ | $ | $ | $ | $ | ||||||||||||
December 31, 2022 | |||||||||||||||||
Future policy benefit reserves | $ | $ | $ | $ | $ | ||||||||||||
Investment contracts | |||||||||||||||||
Other | |||||||||||||||||
Total | $ | $ | $ | $ | $ | ||||||||||||
2023 2Q FORM 10-Q 30
The following tables summarize balances of and changes in future policy benefits reserves.
| June 30, 2023 | June 30, 2022 | ||||||||||||||||||||||||||||||||||
| Present value of expected net premiums | Long-term care | Structured settlement annuities | Life | Long-term care | Structured settlement annuities | Life | |||||||||||||||||||||||||||||
| Balance, beginning of year | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Beginning balance at locked-in discount rate | |||||||||||||||||||||||||||||||||||
| Effect of changes in cash flow assumptions | |||||||||||||||||||||||||||||||||||
| Effect of actual variances from expected experience | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Adjusted beginning of year balance | |||||||||||||||||||||||||||||||||||
| Interest accrual | |||||||||||||||||||||||||||||||||||
| Net premiums collected | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Effect of foreign currency | ( | ||||||||||||||||||||||||||||||||||
| Ending balance at locked-in discount rate | |||||||||||||||||||||||||||||||||||
| Effect of changes in discount rate assumptions | ( | ( | |||||||||||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Present value of expected future policy benefits | |||||||||||||||||||||||||||||||||||
| Balance, beginning of year | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Beginning balance at locked-in discount rate | |||||||||||||||||||||||||||||||||||
| Effect of changes in cash flow assumptions | ( | ||||||||||||||||||||||||||||||||||
| Effect of actual variances from expected experience | ( | ( | |||||||||||||||||||||||||||||||||
| Adjusted beginning of year balance | |||||||||||||||||||||||||||||||||||
| Interest accrual | |||||||||||||||||||||||||||||||||||
| Benefit payments | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Effect of foreign currency | ( | ||||||||||||||||||||||||||||||||||
| Ending balance at locked-in discount rate | |||||||||||||||||||||||||||||||||||
| Effect of changes in discount rate assumptions | ( | ( | |||||||||||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Net future policy benefit reserves | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Less: Reinsurance recoverables, net of allowance for credit losses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net future policy benefit reserves, after reinsurance recoverables | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The Statement of Earnings (Loss) for the six months ended June 30, 2023 and 2022 included gross premiums or assessments of $424 million and $456 million and interest accretion of $869 million and $872 million, respectively. For the six months ended June 30, 2023 and 2022, gross premiums or assessments was substantially all related to long-term care of $246 million and $244 million and life of $166 million and $196 million, while interest accretion was substantially all related to long-term care of $621 million and $614 million and structured settlement annuities of $229 million and $237 million, respectively.
The following table provides the amount of undiscounted and discounted expected future gross premiums and expected future benefits and expenses.
| June 30, 2023 | June 30, 2022 | |||||||||||||||||||||||||||||||
| Undiscounted | Discounted(a) | Undiscounted | Discounted(a) | |||||||||||||||||||||||||||||
| Long-term care: | Gross premiums | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Benefit payments | ||||||||||||||||||||||||||||||||
| Structured settlement annuities: | Benefit payments | |||||||||||||||||||||||||||||||
| Life: | Gross premiums | |||||||||||||||||||||||||||||||
| Benefit payments | ||||||||||||||||||||||||||||||||
(a) Determined using the current discount rate as of June 30, 2023 and 2022.
2023 2Q FORM 10-Q 31
The following table provides the weighted-average durations of and weighted-average interest rates for the liability for future policy benefits.
| June 30, 2023 | June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||
| Long-term care | Structured settlement annuities | Life | Long-term care | Structured settlement annuities | Life | ||||||||||||||||||||||||||||||||||||
Duration (years)(a) | |||||||||||||||||||||||||||||||||||||||||
| Interest accretion rate | |||||||||||||||||||||||||||||||||||||||||
| Current discount rate | |||||||||||||||||||||||||||||||||||||||||
(a) Duration determined using the current discount rate as of June 30 2023 and 2022.
At June 30, 2023 and 2022, policyholders account balances totaled $1,884 million and $2,051 million, respectively. As our insurance operations are in run-off, changes in policyholder account balances for the six months ended June 30, 2023 and 2022 are primarily attributed to surrenders, withdrawals, and benefit payments of $219 million and $224 million, partially offset by net additions from separate accounts and interest credited of $134 million and $145 million, respectively. Interest on policyholder account balances is being credited at minimum guaranteed rates, primarily between 3.0 % and 6.0 % at both June 30, 2023 and 2022.
In the third quarter, we will complete our annual review of future policy benefit reserves cash flow assumptions, except related claim expenses which remain locked-in. If the review concludes that the assumptions need to be updated, future policy benefit reserves will be adjusted retroactively to the ASU 2018-12 transition date based on the revised net premium ratio using actual historical experience, updated cash flow assumptions, and the locked-in discount rate with the effect of those changes recognized in current period earnings.
See Note 3 for further information related to our run-off insurance operations.
NOTE 14. POSTRETIREMENT BENEFIT PLANS. We sponsor a number of pension and retiree health and life insurance benefit plans that we present in three categories, principal pension plans, other pension plans and principal retiree benefit plans. Please refer to Note 13 to the consolidated financial statements in the revised portions of our 2022 Form 10-K on Form 8-K as filed on April 25, 2023, for further information.
The components of benefit plans cost other than the service cost are included in the caption Non-operating benefit costs in our Statement of Earnings (Loss).
PRINCIPAL PENSION PLANS | Three months ended June 30 | Six months ended June 30 | |||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||
Service cost for benefits earned | $ | $ | $ | $ | |||||||||||||
Expected return on plan assets | ( | ( | ( | ( | |||||||||||||
Interest cost on benefit obligations | |||||||||||||||||
Net actuarial loss amortization and other | ( | ( | |||||||||||||||
Net periodic expense (income) | ( | ( | |||||||||||||||
Less discontinued operations | |||||||||||||||||
Continuing operations – net periodic expense (income) | $ | ( | $ | $ | ( | $ | |||||||||||
Principal retiree benefit plans income was $36 million and $53 million for the three months ended June 30, 2023 and 2022, respectively, and $72 million and $105 million for the six months ended June 30, 2023 and 2022, respectively. Principal retiree benefit plans income from continuing operations was $34 million and $67 million for the three months and six months ended June 30, 2022, respectively. Other pension plans income was $30 million and $99 million for the three months ended June 30, 2023 and 2022, respectively, and $59 million and $216 million for the six months ended June 30, 2023 and 2022, respectively. Other pension plans income from continuing operations was $72 million and $161 million for the three months and six months ended June 30, 2022, respectively.
We also have a defined contribution plan for eligible U.S. employees that provides employer contributions which were $103 million and $114 million for the three months ended June 30, 2023 and 2022, respectively, and $180 million and $224 million for the six months ended June 30, 2023 and 2022, respectively. Employer contributions from continuing operations were $79 million and $158 million for the three months and six months ended June 30, 2022, respectively.
2023 2Q FORM 10-Q 32
NOTE 16. INCOME TAXES. Our income tax rate was 7.7 % and (8.9 )% for the six months ended June 30, 2023 and 2022, respectively. The low tax rate for 2023 was primarily due to the unrealized gain on our investment in GE HealthCare, which is expected to be recovered tax-free and U.S. general business credits. We intend to dispose of our investment in a manner consistent with the tax-free treatment confirmed in our Internal Revenue Service (IRS) ruling in connection with the spin of GE HealthCare. This was partially offset by losses in foreign jurisdictions that are not likely to be utilized and separation income tax costs including disallowed expenses and valuation allowances related to the spin of GE HealthCare. The tax rate for 2022 reflects a tax provision on a pre-tax loss. The rate was negative primarily due to the net unrealized capital loss on our retained and sold ownership interests for which the loss could not be tax benefited, losses in foreign jurisdictions that are not likely to be utilized and non-tax benefited asset impairment charges.
On August 16, 2022, the U.S. enacted the Inflation Reduction Act that includes a new Corporate Alternative Minimum Tax (CAMT) based upon financial statement income, an excise tax on stock buybacks and tax incentives for energy and climate initiatives, among other provisions. The new CAMT is expected to slow but not eliminate the favorable tax impact of our deferred tax assets, resulting in higher cash tax in some years that would generate future tax benefits. The impact of CAMT will depend on our facts in each year and anticipated guidance from the U.S. Department of the Treasury. We currently do not expect to incur CAMT in 2023.
NOTE 17. SHAREHOLDERS’ EQUITY
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) (Dividends per share in dollars) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
AOCI before reclasses – net of taxes of $( | ( | ( | ||||||||||||||||||
Reclasses from AOCI – net of taxes of $ | ||||||||||||||||||||
| AOCI | ( | ( | ||||||||||||||||||
| Less AOCI attributable to noncontrolling interests | ( | ( | ||||||||||||||||||
| Currency translation adjustments AOCI | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||
AOCI before reclasses – net of taxes of $ | ( | |||||||||||||||||||
Reclasses from AOCI – net of taxes of $( | ( | ( | ||||||||||||||||||
| AOCI | ( | ( | ||||||||||||||||||
| Less AOCI attributable to noncontrolling interests | ( | |||||||||||||||||||
| Benefit plans AOCI | $ | $ | $ | $ | ||||||||||||||||
| Beginning balance | $ | ( | $ | $ | ( | $ | ||||||||||||||
AOCI before reclasses – net of taxes of $( | ( | ( | ( | |||||||||||||||||
Reclasses from AOCI – net of taxes of $( | ( | ( | ||||||||||||||||||
| AOCI | ( | ( | ( | |||||||||||||||||
| Investment securities and cash flow hedges AOCI | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
AOCI before reclasses – net of taxes of $ | ( | |||||||||||||||||||
| AOCI | ( | |||||||||||||||||||
| Long-duration insurance contracts AOCI | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
AOCI at June 30 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
| Dividends declared per common share | $ | $ | $ | $ | ||||||||||||||||
(a)The total reclassification from AOCI included $195 million, including currency translation of $2,234 million and benefit plans of $(2,030 ) million, net of taxes, in first quarter of 2023 related to the spin-off of GE HealthCare.
Preferred stock. GE preferred stock shares outstanding were 2,795,444 and 5,795,444 at June 30, 2023 and December 31, 2022, respectively. We redeemed $3,000 million of GE Series D preferred stock in the first quarter of 2023. On July 25, 2023, we announced our intention to redeem the remaining outstanding shares of GE preferred stock on September 15, 2023 for expected total cash spend of approximately $2,800 million.
Common stock. GE common stock shares outstanding were 1,088,378,193 and 1,089,107,878 at June 30, 2023 and December 31, 2022, respectively. For further information on our common and preferred stock issuances, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
2023 2Q FORM 10-Q 33
NOTE 18. EARNINGS PER SHARE INFORMATION
| Three months ended June 30 | 2023 | 2022 | |||||||||||||||
| (Earnings for per-share calculation, shares in millions, per-share amounts in dollars) | Diluted | Basic | Diluted | Basic | |||||||||||||
| Earnings (loss) from continuing operations | $ | $ | $ | ( | $ | ( | |||||||||||
| Preferred stock dividends and other | ( | ( | ( | ( | |||||||||||||
| Earnings (loss) from continuing operations attributable to common shareholders | ( | ( | |||||||||||||||
Earnings (loss) from discontinued operations | ( | ( | |||||||||||||||
Net earnings (loss) attributable to GE common shareholders | ( | ( | ( | ( | |||||||||||||
Shares of GE common stock outstanding | |||||||||||||||||
Employee compensation-related shares (including stock options) | — | — | |||||||||||||||
Total average equivalent shares | |||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | $ | $ | ( | $ | ( | |||||||||||
Earnings (loss) per share from discontinued operations | ( | ( | |||||||||||||||
Net earnings (loss) per share | ( | ( | ( | ( | |||||||||||||
| Potentially dilutive securities(b) | |||||||||||||||||
| Six months ended June 30 | 2023 | 2022 | |||||||||||||||
| (Earnings for per-share calculation, shares in millions, per-share amounts in dollars) | Diluted | Basic | Diluted | Basic | |||||||||||||
| Earnings (loss) from continuing operations | $ | $ | $ | ( | $ | ( | |||||||||||
| Preferred stock dividends and other(a) | ( | ( | ( | ( | |||||||||||||
| Earnings (loss) from continuing operations attributable to common shareholders | ( | ( | |||||||||||||||
Earnings (loss) from discontinued operations | |||||||||||||||||
Net earnings (loss) attributable to GE common shareholders | ( | ( | |||||||||||||||
Shares of GE common stock outstanding | |||||||||||||||||
Employee compensation-related shares (including stock options) | — | — | |||||||||||||||
Total average equivalent shares | |||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | $ | $ | ( | $ | ( | |||||||||||
Earnings (loss) per share from discontinued operations | |||||||||||||||||
Net earnings (loss) per share | ( | ( | |||||||||||||||
| Potentially dilutive securities(b) | |||||||||||||||||
(a) For the six months ended June 30, 2023, included $(30 ) million related to excise tax on preferred share redemption.
(b) Outstanding stock awards not included in the computation of diluted earnings (loss) per share because their effect was antidilutive.
Our unvested restricted stock unit awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and, therefore, are included in the computation of earnings per share pursuant to the two-class method. For the three and six months ended June 30, 2023, application of this treatment had an insignificant effect. For the three and six months ended June 30, 2022, as a result of the loss from continuing operations, losses were not allocated to the participating securities.
NOTE 19. OTHER INCOME (LOSS)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||
| Investment in GE HealthCare realized and unrealized gain (loss) | $ | ( | $ | $ | $ | |||||||||||||||
| Investment in and note with AerCap realized and unrealized gain (loss) | ( | ( | ||||||||||||||||||
| Investment in Baker Hughes realized and unrealized gain (loss) | ( | |||||||||||||||||||
| Gains (losses) on retained and sold ownership interests | $ | $ | ( | $ | $ | ( | ||||||||||||||
| Other net interest and investment income (loss) | ||||||||||||||||||||
| Licensing and royalty income | ||||||||||||||||||||
| Equity method income | ||||||||||||||||||||
| Other items | ( | |||||||||||||||||||
| Total other income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||
Our investment in GE HealthCare comprises 61.6 million shares (approximately 13.5 % ownership interest) at June 30, 2023. During the six months ended June 30, 2023, we received total proceeds of $2,192 million from the disposition of GE HealthCare shares. Our investment in AerCap comprises 78.2 million ordinary shares (approximately 33.6 % ownership interest) at June 30, 2023 and an AerCap senior note. During the six months ended June 30, 2023, we received total proceeds of $1,898 million from the sale of AerCap shares. During the first quarter of 2023, we received proceeds of $216 million from the sale of Baker Hughes shares and have now fully monetized our position.
2023 2Q FORM 10-Q 34
NOTE 20. RESTRUCTURING CHARGES AND SEPARATION COSTS
RESTRUCTURING AND OTHER CHARGES. This table is inclusive of all restructuring charges in our segments and at Corporate, and the charges are shown below for the business where they originated. Separately, in our reported segment results, significant, higher-cost restructuring programs are excluded from measurement of segment operating performance for internal and external purposes; those excluded amounts are reported in Restructuring and other charges for Corporate.
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||
| RESTRUCTURING AND OTHER CHARGES | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Workforce reductions | $ | $ | $ | $ | ||||||||||||||||
| Plant closures & associated costs and other asset write-downs | ||||||||||||||||||||
| Acquisition/disposition net charges and other | ||||||||||||||||||||
| Total restructuring and other charges | $ | $ | $ | $ | ||||||||||||||||
| Cost of equipment/services | $ | $ | $ | $ | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||
| Other (income) loss | ( | |||||||||||||||||||
| Total restructuring and other charges | $ | $ | $ | $ | ||||||||||||||||
| Aerospace | $ | $ | $ | $ | ||||||||||||||||
| Renewable Energy | ||||||||||||||||||||
| Power | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Total restructuring and other charges | $ | $ | $ | $ | ||||||||||||||||
| Restructuring and other charges cash expenditures | $ | $ | $ | $ | ||||||||||||||||
An analysis of changes in the liability for restructuring follows:
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||
| Additions | ||||||||||||||||||||
| Payments | ( | ( | ( | ( | ||||||||||||||||
| Effect of foreign currency and other | ( | ( | ( | ( | ||||||||||||||||
| Balance at June 30(a) | $ | $ | $ | $ | ||||||||||||||||
(a) Includes actuarial determined post-employment severance benefits reserve of $360 million and $328 million as of June 30, 2023 and 2022, respectively. Also includes $64 million reserve in discontinued operations related to a GE technology contract which is indemnified by GE HealthCare as of June 30, 2023.
For the three and six months ended June 30, 2023, restructuring and other initiatives primarily included exit activities related to the restructuring program announced in the fourth quarter of 2022 reflecting lower Corporate shared-service and footprint needs as a result of the GE HealthCare spin-off. It also includes exit activities associated with the plan announced in the fourth quarter of 2022 to undertake a restructuring program across our businesses planned to be part of GE Vernova, primarily reflecting the selectivity strategy to operate in fewer markets and to simplify and standardize product variants at Renewable Energy. We recorded total charges of $144 million and $305 million, consisting of $59 million and $134 million, primarily in non-cash impairment, accelerated depreciation and other charges, not reflected in the table above, and $85 million and $171 million primarily in employee workforce reduction charges, which are reflected in the table above in the three and six months ended June 30, 2023, respectively. We incurred $155 million and $293 million in cash outflows related to restructuring actions, primarily for employee severance payments and contract terminations in the three and six months ended June 30, 2023, respectively.
For the three and six months ended June 30, 2022, restructuring and other initiatives primarily included exit activities at our Power business related to our new coal build wind-down actions announced in the third quarter of 2021, which included the exit of certain product lines, closing certain manufacturing and office facilities, and workforce reduction programs. We recorded total charges of $46 million and $94 million, consisting of $24 million and $63 million primarily in non-cash impairment, accelerated depreciation and other charges, not reflected in the table above, and $22 million and $31 million primarily in employee workforce reduction charges, which are reflected in the table above in the three and six months ended June 30, 2022, respectively. We incurred $85 million and $211 million in cash outflows related to restructuring actions, primarily for employee severance payments in the three and six months ended June 30, 2022, respectively.
SEPARATION COSTS. In November 2021, the company announced its plan to form three industry-leading, global public companies focused on the growth sectors of aviation, healthcare, and energy. As a result of this plan, we have incurred and expect to continue to incur separation, transition, and operational costs, which will depend on specifics of the transactions.
2023 2Q FORM 10-Q 35
For the three and six months ended June 30, 2023, we incurred pre-tax separation expense of $226 million and $431 million, paid $372 million and $576 million in cash, respectively, primarily related to employee costs, professional fees, costs to establish certain stand-alone functions and information technology systems, and other transformation and transaction costs to transition to three stand-alone public companies. These costs are presented as separation costs in our consolidated Statement of Earnings (Loss). In addition, we incurred $34 million net tax benefit and $22 million of net tax expense, including taxes associated with planned legal entity restructuring and changes to indefinite reinvestment of foreign earnings in the three and six months ended June 30, 2023, respectively.
For the three and six months ended June 30, 2022, respectively, we incurred pre-tax separation costs of $148 million and $247 million, paid $20 million and $23 million in cash, and recognized $15 million and $39 million of net tax expense related to separation activities.
As discussed in Note 2, GE completed the separation of its HealthCare business into a separate, independent publicly traded company, GE HealthCare Technologies Inc. As a result, pre-tax separation costs specifically identifiable to GE HealthCare are now reflected in discontinued operations. We incurred $1 million and $21 million in pre-tax costs for the three and six months ended June 30, 2023, respectively, recognized $4 million of tax benefits for the six months ended June 30, 2023, and spent $55 million and $140 million in cash for the three and six months ended June 30, 2023, respectively.
NOTE 21. FINANCIAL INSTRUMENTS. The following table provides information about assets and liabilities not carried at fair value and excludes finance leases, equity securities without readily determinable fair value and non-financial assets and liabilities. Substantially all of these assets are considered to be Level 3 and the vast majority of our liabilities’ fair value are considered Level 2.
| June 30, 2023 | December 31, 2022 | |||||||||||||||||||
| Carrying amount (net) | Estimated fair value | Carrying amount (net) | Estimated fair value | |||||||||||||||||
| Assets | Loans and other receivables | $ | $ | $ | $ | |||||||||||||||
| Liabilities | Borrowings (Note 11) | $ | $ | $ | $ | |||||||||||||||
| Investment contracts (Note 13) | ||||||||||||||||||||
Assets and liabilities that are reflected in the accompanying financial statements at fair value are not included in the above disclosures; such items include cash and equivalents, investment securities and derivative financial instruments.
DERIVATIVES AND HEDGING. Our policy requires that derivatives are used solely for managing risks and not for speculative purposes. We use derivatives to manage currency risks related to foreign exchange, and interest rate and currency risk between financial assets and liabilities, and certain equity investments and commodity prices.
| FAIR VALUE OF DERIVATIVES | June 30, 2023 | December 31, 2022 | |||||||||||||||||||||
| Gross Notional | Gross Notional | ||||||||||||||||||||||
| Currency exchange contracts | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Derivatives accounted for as hedges | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Currency exchange contracts | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Other contracts | |||||||||||||||||||||||
| Derivatives not accounted for as hedges | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Gross derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Netting and credit adjustments | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net derivatives recognized in statement of financial position | $ | $ | $ | $ | |||||||||||||||||||
FAIR VALUE HEDGES. As of June 30, 2023, all fair value hedges were terminated due to exposure management actions, including debt maturities. Gains (losses) associated with the terminated hedging relationships will continue to amortize into interest expense until the hedged borrowings mature. The cumulative amount of hedging adjustments of $1,216 8,956 million. At June 30, 2022, the cumulative amount of hedging adjustments of $1,801 15,290 million. The cumulative amount of hedging adjustments was primarily recorded in long-term borrowings.
2023 2Q FORM 10-Q 36
| CASH FLOW HEDGES AND NET INVESTMENT HEDGES | ||||||||||||||||||||
| Gain (loss) recognized in AOCI | Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||
| Cash flow hedges(a) | $ | $ | ( | $ | $ | ( | ||||||||||||||
| Net investment hedges(b) | ( | ( | ||||||||||||||||||
(a) Primarily related to currency exchange contracts.
(b) The carrying value of foreign currency debt designated as net investment hedges was $4,710 million and $3,311 million as of June 30, 2023 and 2022, respectively. The total reclassified from AOCI into earnings was zero for both the three months and six months ended June 30, 2023 and 2022.
Changes in the fair value of cash flow hedges are recorded in AOCI and recorded in earnings in the period in which the hedged transaction occurs. The total amount in AOCI related to cash flow hedges of forecasted transactions was a $15 million loss as of June 30, 2023. We expect to reclassify $31 million of loss to earnings in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. As of June 30, 2023, the maximum term of derivative instruments that hedge forecasted transactions was approximately 12 years.
The table below presents the effects of hedges and resulting gains (losses) of our derivative financial instruments in the Statement of Earnings (Loss):
| Three months ended June 30, 2023 | Three months ended June 30, 2022 | ||||||||||||||||||||||||||||||||||
| Revenues | Interest Expense | SG&A | Other(a) | Revenues | Interest Expense | SG&A | Other(a) | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Cash flow hedges | $ | $ | ( | $ | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Fair value hedges | $ | ( | |||||||||||||||||||||||||||||||||
| Non-hedging derivatives (b) | $ | ( | $ | $ | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| Six months ended June 30, 2023 | Six months ended June 30, 2022 | ||||||||||||||||||||||||||||||||||
| Revenues | Interest Expense | SG&A | Other(a) | Revenues | Interest Expense | SG&A | Other(a) | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Cash flow hedges | $ | $ | ( | $ | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Fair value hedges | $ | ( | |||||||||||||||||||||||||||||||||
| Non-hedging derivatives (b) | $ | $ | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||
(a) Amounts are inclusive of cost of sales and other income (loss).
(b) SG&A was primarily driven by hedges of deferred incentive compensation, and hedges of remeasurement of monetary assets and liabilities.
COUNTERPARTY CREDIT RISK. Our exposures to counterparties were $391 million and $306 million at June 30, 2023 and December 31, 2022, respectively. Counterparties' exposures to our derivative liability were $216 million and $365 million at June 30, 2023 and December 31, 2022, respectively.
2023 2Q FORM 10-Q 37
NOTE 23. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND OTHER LOSS CONTINGENCIES
COMMITMENTS. We had total investment commitments of $4,054 million at June 30, 2023. The commitments primarily comprise investments by our run-off insurance operations in investment securities and other assets of $3,975 million and included within these commitments are obligations to make investments in unconsolidated VIEs of $3,719 million. See Note 22 for further information.
As of June 30, 2023, in our Aerospace segment, we have committed to provide financing assistance of $2,583 million of future customer acquisitions of aircraft equipped with our engines.
GUARANTEES. Indemnification agreements - Discontinued Operations. Following the Separation of GE HealthCare on January 3, 2023, GE has remaining performance and bank guarantees on behalf of its former HealthCare business. Under the Separation Distribution Agreement (SDA) entered into by the Company and GE HealthCare in connection with the Separation, GE HealthCare is obligated to use reasonable best efforts to replace GE as the guarantor on or terminate all such credit support instruments. Until such termination or replacement, in the event of non-fulfillment of contractual obligations by the relevant obligor(s), GE could be obligated to make payments under the applicable instruments. Under the SDA, GE HealthCare is obligated to reimburse and indemnify GE for any such payments. As of June 30, 2023, GE’s maximum aggregate exposure under such credit support instruments was $54 million. Most of these guarantees are not expected to remain in effect as of December 31, 2023. GE also has obligations under the Transition Services Agreement to indemnify GE HealthCare for certain of its technology costs of $56 million, which are expected to be incurred by GE HealthCare within the first year following the Separation and are fully reserved, and under the Tax Matters Agreement to indemnify GE HealthCare for certain tax costs of $47 million, which are fully reserved. In addition, we have provided specific indemnities to other buyers of assets of our business that, in the aggregate, represent a maximum potential claim of $726 million with related reserves of $75 million.
Indemnification agreements – Continuing Operations. GE has obligations under the Tax Matters Agreement to indemnify GE HealthCare for certain tax costs and other indemnifications of $39 million, which are fully reserved. In addition, we have $504 million of other indemnification commitments, including representations and warranties in sales of business assets, for which we recorded a liability of $72 million.
For information on credit support agreements, see our Annual Report on Form 10-K for the year ended December 31, 2022.
PRODUCT WARRANTIES. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts provided. The liability for product warranties was $1,955 million and $1,960 million at June 30, 2023 and December 31, 2022, respectively.
LEGAL MATTERS. The following information supplements and amends the discussion of Legal Matters in Note 24 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 and Note 23 to the consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023; refer to those discussions for information about previously reported legal matters that are not updated below. In the normal course of our business, we are involved from time to time in various arbitrations, class actions, commercial litigation, investigations and other legal, regulatory or governmental actions, including the significant matters described below that could have a material impact on our results of operations. In many proceedings, including the specific matters described below, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other parties and other factors that may have a material effect on the outcome. For these matters, unless otherwise specified, we do not believe it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated.
Alstom legacy legal matters. In 2015, we acquired the Steam Power, Renewables and Grid businesses from Alstom, which prior to our acquisition were the subject of significant cases involving anti-competitive activities and improper payments. We had reserves of $421 million and $455 million at June 30, 2023 and December 31, 2022, respectively, for legal and compliance matters related to the legacy business practices that were the subject of cases in various jurisdictions. Allegations in these cases relate to claimed anti-competitive conduct or improper payments in the pre-acquisition period as the source of legal violations or damages. Given the significant litigation and compliance activity related to these matters and our ongoing efforts to resolve them, it is difficult to assess whether the disbursements will ultimately be consistent with the reserve established. The estimation of this reserve may not reflect the full range of uncertainties and unpredictable outcomes inherent in litigation and investigations of this nature, and at this time we are unable to develop a meaningful estimate of the range of reasonably possible additional losses beyond the amount of this reserve. Factors that can affect the ultimate amount of losses associated with these and related matters include the way cooperation is assessed and valued, prosecutorial discretion in the determination of damages, formulas for determining disgorgement, fines or penalties, the duration and amount of legal and investigative resources applied, political and social influences within each jurisdiction, and tax consequences of any settlements or previous deductions, among other considerations. Actual losses arising from claims in these and related matters could exceed the amount provided.
2023 2Q FORM 10-Q 38
Baker Hughes shareholder lawsuit. As previously reported by Baker Hughes, in March 2019, two derivative lawsuits were filed in the Delaware Court of Chancery naming as defendants GE, directors of Baker Hughes (including former members of GE’s Board of Directors and current and former GE executive officers) and Baker Hughes (as nominal defendant), and the court issued an order consolidating these two actions (the Schippnick case). The complaint as amended in May 2019 alleged, among other things, that GE and the Baker Hughes directors breached their fiduciary duties, and that GE was unjustly enriched by entering into transactions and agreements related to GE's sales of approximately 12 % of its ownership interest in Baker Hughes in November 2018. The complaint sought declaratory relief, disgorgement of profits, an award of damages, pre- and post-judgment interest and attorneys’ fees and costs. In May 2019, the plaintiffs voluntarily dismissed their claims against the directors who were members of the Baker Hughes Conflicts Committee and a former Baker Hughes director. In October 2019, the Court denied the remaining defendants’ motions to dismiss, except with respect to the unjust enrichment claim against GE, which was dismissed. In November 2019, the defendants filed their answer to the complaint, and a special litigation committee of the Baker Hughes Board of Directors moved for an order staying all proceedings in this action pending completion of the committee's investigation of the allegations and claims asserted in the complaint. In October 2020, the special litigation committee filed a report with the Court recommending that the derivative action be terminated. In January 2021, the special committee filed a motion to terminate the action. In April 2023, the Court granted the special committee’s motion to terminate the action.
GE Retirement Savings Plan class actions. Four putative class action lawsuits have been filed regarding the oversight of the GE RSP, and those class actions have been consolidated into a single action in the U.S. District Court for the District of Massachusetts. The consolidated complaint names as defendants GE, GE Asset Management, current and former GE and GE Asset Management executive officers and employees who served on fiduciary bodies responsible for aspects of the GE RSP during the class period. Like similar lawsuits that have been brought against other companies in recent years, this action alleges that the defendants breached their fiduciary duties under the Employee Retirement Income Security Act (ERISA) in their oversight of the GE RSP, principally by retaining five proprietary funds that plaintiffs allege were underperforming as investment options for plan participants and by charging higher management fees than some alternative funds. The plaintiffs seek unspecified damages on behalf of a class of GE RSP participants and beneficiaries from September 26, 2011 through the date of any judgment. In August and December 2018, the court issued orders dismissing one count of the complaint and denying GE's motion to dismiss the remaining counts. In September 2022, both GE and the plaintiffs filed motions for summary judgment on the remaining claims, and oral arguments on the motions have been scheduled for August 2023.
Bank BPH. As previously reported, Bank BPH, along with other Polish banks, has been subject to ongoing litigation in Poland related to its portfolio of floating rate residential mortgage loans, with cases brought by individual borrowers seeking relief related to their foreign currency indexed or denominated mortgage loans in various courts throughout Poland. For several years, GE has observed an increase in the number of lawsuits being brought against Bank BPH and other banks in Poland by current and former borrowers, and we expect this to continue in future reporting periods.
In July 2023, GE took actions to significantly reduce exposure to future losses at Bank BPH. GE and Bank BPH have approved the adoption of a settlement program intended to be made available over time to Bank BPH borrowers. GE also converted the entirety of its $1,599 million parent company loan to equity in the bank in order to maintain appropriate regulatory capital levels. In connection with the foregoing, GE recorded an additional charge of $1,014 million, increasing total estimated losses associated with Bank BPH borrower litigation to $2,632 million as of June 30, 2023 compared to $1,540 million as of March 31, 2023.
No incremental cash contributions from GE are required in connection with the charge as the current cash balances at Bank BPH are adequate.
The estimate of total losses for borrower litigation at Bank BPH as of June 30, 2023 accounts for the costs of payments to borrowers who we estimate will participate in the settlement program, as well as estimates of litigation with other borrowers where remedies can often exceed the value of the current loan balance, and represents our best estimate of the total losses we expect to incur over time. However, there are a number of factors that could affect the estimate in the future, including: potentially significant judicial decisions or binding resolutions by the European Court of Justice (ECJ) or the Polish Supreme Court, including a ruling by the ECJ in June 2023 that could significantly increase the cost to banks of loans invalidated by Polish courts and encourage more borrower lawsuits; the impact of any such decisions or resolutions on how Polish courts will interpret and apply the law in particular cases; the receptivity of borrowers over time to Bank BPH’s and other banks’ settlement offers; the ability of banks, including Bank BPH, to recover from borrowers the original principal amount of loans invalidated by Polish courts. In addition, there is continued uncertainty arising from investigations by the Polish Office of Competition and Consumer Protection (UOKiK), particularly UOKiK's investigation into the adequacy of disclosure of foreign exchange risk by banks (including Bank BPH) and the legality under Polish law of unlimited foreign exchange risk on customers. While we are unable at this time to develop a meaningful estimate of reasonably possible losses beyond the amount currently recorded, future changes related to any of the foregoing or in Bank BPH’s settlement approach, or other adverse developments such as actions by regulators, legislators or other governmental authorities (including UOKiK), could increase our estimate of total losses and potentially require future cash contributions to Bank BPH. See Note 2 for further information.
2023 2Q FORM 10-Q 39
EXHIBITS
Exhibit 101. The following materials from General Electric Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in XBRL (eXtensible Business Reporting Language); (i) Statement of Earnings (Loss) for the three and six months ended June 30, 2023 and 2022, (ii) Statement of Financial Position at June 30, 2023 and December 31, 2022, (iii) Statement of Cash Flows for the six months ended June 30, 2023 and 2022, (iv) Consolidated Statement of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022, (v) Statement of Changes in Shareholders' Equity for the three and six months ended June 30, 2023 and 2022, and (vi) Notes to Consolidated Financial Statements. | ||
Exhibit 104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||
*Filed electronically herewith | ||
| FORM 10-Q CROSS REFERENCE INDEX | Page(s) | |||||||||||||
| Part I – FINANCIAL INFORMATION | ||||||||||||||
| Item 1. | Financial Statements | 19-40 | ||||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4-18 | ||||||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13, 36-37 | ||||||||||||
| Item 4. | Controls and Procedures | |||||||||||||
Part II – OTHER INFORMATION | ||||||||||||||
| Item 1. | Legal Proceedings | 38-40 | ||||||||||||
| Item 1A. | Risk Factors | Not applicable(a) | ||||||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||||||||
| Item 3. | Defaults Upon Senior Securities | Not applicable | ||||||||||||
| Item 4. | Mine Safety Disclosures | Not applicable | ||||||||||||
| Item 5. | Other Information | Not applicable | ||||||||||||
| Item 6. | Exhibits | |||||||||||||
| Signatures | ||||||||||||||
(a) For a discussion of our risk factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| July 25, 2023 | /s/ Thomas S. Timko | |||||||
| Date | Thomas S. Timko Vice President, Chief Accounting Officer and Controller Principal Accounting Officer | |||||||
2023 2Q FORM 10-Q 40
Exhibit 10(a)
GE Aerospace Supplementary Pension Plan
Effective as of January 1, 2023
Introduction
The GE Supplementary Pension Plan consists of two parts as set forth herein. Part I describes Supplementary Pension Annuity Benefits, and Part II describes Executive Retirement Installment Benefits.
Effective January 1, 2023 in anticipation of General Electric Company’s split into three separate companies comprising its aviation, healthcare, and energy businesses, respectively, the Plan is renamed the GE Aerospace Supplementary Pension Plan, and benefits and liabilities under this Plan attributable to certain individuals are transferred to two newly established plans, as described in Appendix A. Each such plan is a continuation of this Plan with respect to the individuals transferred to it. After December 31, 2022, no individual whose benefit is transferred to another plan (nor any of their beneficiaries) shall accrue additional benefits or service, or have any rights, under, or with respect to, this Plan (even if such individual is subsequently employed by, or has service with, the Company or its Affiliates), unless the individual’s benefit is transferred back to the Plan in accordance with Appendix A.
Notwithstanding any other provision to the contrary, effective January 1, 2011, Part I of the Plan is closed. Accordingly, an Employee shall be eligible for a Supplementary Pension Annuity Benefit only if he participated in this Plan on or before December 31, 2010 (and shall actually receive such benefit only if he meets all the other applicable requirements therefor). For purposes of determining whether an Employee participated in the Plan on or before December 31, 2010: (a) any period of service described in Section XV(b) shall be disregarded and (b) an Employee shall be deemed to have met such requirement if he waived participation in the GE Pension Plan, but was otherwise eligible to participate in this Plan and is not an Excluded Employee or Ineligible Employee under the GE Pension Plan.
Notwithstanding any other provision to the contrary, effective December 31, 2020, benefits under Part I of the Plan are frozen, and no Employee shall accrue benefits under Part I of the Plan after such date. Prior to January 1, 2021, Part I and Part II of the Plan provided mutually exclusive benefits, and eligible Employees earned their entire benefits under the Plan either under Part I or Part II, but not both. However, Employees who are eligible for and participating under Part I of the Plan on December 31, 2020, shall commence participation under Part II of the Plan on January 1, 2021. An Employee will be considered to be eligible for and participating under Part I of the Plan and will be eligible to participate under Part II of the Plan only if, on December 31, 2020, the Employee: (A) was assigned to the GE executive or higher career band; (B) was employed by the Company; and (C) was enrolled in the GE Pension Plan (i.e., had not waived or suspended participation in the GE Pension Plan).
Further notwithstanding any other provision to the contrary, Part II of the Plan is closed effective January 1, 2021. Accordingly, an Employee shall be eligible for an Executive Retirement Installment Benefit only if he was eligible for and participating under Part I or Part II of the Plan on December 31, 2020 (and shall actually receive such benefit only if he meets all the other applicable requirements therefor). For the avoidance of doubt, an Employee who was previously eligible for Part II of the Plan will not be eligible to accrue future Benefit Service under Part II of the Plan if, on December 31, 2020, the Employee: (A) was not assigned to the GE executive or higher career band or (B) was not employed by the Company.
The Pension Board may adopt such rules as it deems necessary to determine which Part of the Plan applies to which Employees.
As described in Section XXIII, certain provisions of Part I apply to Part II, but no provisions of Part II apply to Part I (except that the service disregard rule in Section XV(b) shall apply in determining which Part of the Plan applies to which Employees).
Part I: Supplementary Pension Annuity Benefits
(closed to new participants and frozen)
(closed to new participants and frozen)
As more fully described in the Introduction (and subject to the rules thereof), this Part I of the Plan is closed effective January 1, 2011, and an Employee shall be eligible to participate under this Part I (and not Part II) only if he participated in the Plan on or before December 31, 2010 (and shall actually receive a benefit under this Part only if he meets all the other applicable requirements therefor). In addition, effective December 31, 2020, benefits under Part I of the Plan are frozen, and no Employee shall accrue benefits under Part I of the Plan on and after such date. Employees who were eligible for and participating under this Part I of the Plan on December 31, 2020, shall commence participation under Part II of the Plan on January 1, 2021.
Section I.Eligible Employees
Each Employee who (i) participated in the Plan on or before December 31, 2010, (ii) is assigned to the GE executive or higher career band (or a position of equivalent responsibility as determined by the Pension Board), (iii) has five or more years of Pension Qualification Service and (iv) is a participant in the GE Pension Plan shall be eligible to participate, and shall participate, in this Supplementary Pension Plan to the extent of the benefits provided herein, provided that:
(a)the foregoing shall not apply to an Employee of a Company other than General Electric Company which has not agreed to bear the cost of this Plan with respect to its Employees;
(b)except as provided in Section V, an Employee who retires under the optional retirement provisions of the GE Pension Plan before the first day of the month following attainment of age 60, or an Employee who leaves the Service of the Company before attainment of age 60, shall not be eligible for a Supplementary Pension under this Plan; and
(c)no individual shall accrue a benefit under this Part I in respect of any period after December 31, 2020.
An employee of any other company who participates in the GE Pension Plan, though the employing company does not participate in the GE Pension Plan, shall be eligible for benefits under this Plan, provided that such employee meets the job position requirement specified above, and the employee’s participation in the Supplementary Pension Plan is accepted by the Pension Board.
An Employee who was eligible to participate in this Plan by virtue of his assigned position level or position of equivalent responsibility throughout any consecutive three years of the fifteen year period ending on either the last day of the month preceding his termination of Service date for retirement or December 31, 2020, and who meets the other requirements specified in this Section shall be eligible for the benefits provided herein even though he does not meet the eligibility requirements on the date his Service terminates.
The Chief Executive Officer of General Electric Company, or his delegate, may approve the continued participation in the Plan of an individual who is localized outside the United States as an employee of the Company or an Affiliate and who otherwise meets all of the eligibility conditions set forth herein during such localization. The designated individual’s service and pay while localized, with appropriate offsets for local country benefits, shall be counted in calculating his Supplementary Pension. Such calculation and the individual’s entitlement to any benefits herein shall be determined consistent with the principles of the Plan as they apply to participants who are not localized, provided that the Chief Executive Officer, or his delegate, may direct such other treatment, if any, as he deems appropriate.
An Employee who was eligible to participate under this Part I of the Plan and who, before becoming entitled to a Supplementary Pension under this Part I of the Plan, left the Service of the Company and all Affiliates shall not again become eligible for a Supplementary Pension under this Part I of the Plan during any period of reemployment with the Company that commences on or after January 1, 2021.
Section II.Definitions
(a)Annual Estimated Social Security Benefit - The Annual Estimated Social Security Benefit shall mean the annual equivalent of the maximum possible Primary Insurance Amount payable, after reduction for early retirement, as an old-age benefit to an employee who retired at age 62 on January 1st of the calendar year in which occurred the earliest of the following three dates: (1) the Employee’s actual date of retirement, (2) the Employee’s date of death, or (3) December 31, 2020; provided, however, that in the case of an Employee who is a New Plan Participant on the date of his termination of Service, age 65 shall be substituted for age 62 above. Such Annual Estimated Social Security Benefit shall be determined by the Company in accordance with the Federal Social Security Act in effect at the end of the calendar year immediately preceding such January 1st.
For determinations which become effective on or after January 1, 1978, if an Employee has less than 35 years of Pension Benefit Service, the Annual Estimated Social Security Benefit shall be the amount determined under the first paragraph of this definition hereof multiplied by a factor, the numerator of which shall be the number of years of the Employee’s Pension Benefit Service to the earliest of the following three dates: (1) his date of retirement, (2) his date of death, or (3) December 31, 2020, and the denominator of which shall be 35.
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The Annual Estimated Social Security Benefit as so determined shall be adjusted to include any social security, severance or similar benefit provided under foreign law or regulation as the Pension Board may prescribe.
(b)Annual Pension Payable under the GE Pension Plan - The Annual Pension Payable under the GE Pension Plan shall mean the sum of (1) the total annual past service annuity, future service annuity and Personal Pension Account Annuity deemed to be credited to the Employee as of the earliest of the following three dates: (i) his date of retirement, (ii) his date of death, or (iii) December 31, 2020, plus any interest that is credited to the Personal Pension Account following December 31, 2020, and any additional annual amount required to provide the minimum pension under the GE Pension Plan and (2) with respect to pension amounts accrued through December 31, 2020, any annual pension (or the annual pension equivalent of other forms of payment) payable under any other pension plan, policy, contract, or government program attributable to periods for which Pension Benefit Service is granted by the Chairman of the Board or the Pension Board or is credited by the GE Pension Plan provided the Pension Board determines such annual pension shall be deductible from the benefit payable under this Plan. All such amounts shall be determined before application of any reduction factors for optional or disability retirement, for election of any optional form of Pension at retirement, a qualified domestic relations order(s), if any, or in connection with any other adjustment made pursuant to the GE Pension Plan or any other pension plan.
For the purposes of this paragraph, the Employee’s Annual Pension Payable under the GE Pension Plan shall include (1) the Personal Pension Account Annuity deemed payable to the Employee or the Employee’s spouse on the earliest of the following three dates: (i) the date of the Employee’s retirement, (ii) the date of the Employee’s death, or (iii) December 31, 2020, as the case may be, regardless of whether such annuity commenced on such date and (2) any interest that is credited to the Personal Pension Account following December 31, 2020.
(c)Annual Retirement Income - For Employees who retire on or after July 1, 1988 or who die in active Service on or after such date, an Employee’s Annual Retirement Income shall mean the amount determined by multiplying 1.75% of the Employee’s Average Annual Compensation by the number of years of Pension Benefit Service completed by the Employee at the earliest of the following three dates: (1) the date of his retirement, (2) the date of his death, or (3) December 31, 2020.
(d)Average Annual Compensation - For purposes of Part I of the Plan, Average Annual Compensation means one-third of the Employee’s Compensation for the highest 36 consecutive months during the last 120 completed months before the earliest of the following dates: (1) his date of retirement, (2) his date of death, or (3) December 31, 2020. For purposes of Part II of the Plan, Average Annual Compensation means one-third of the Employee’s Compensation for the highest 36 consecutive months during the last 120 completed months before the earliest of the following dates: (1) if the Employee is demoted, the later of (A) the date he ceases to be eligible to continue accruing Benefit Service solely because he is no longer assigned to the GE executive or higher career band or (B) December 31, 2020; (2) his date of retirement; or (3) the date of his death. In computing an Employee’s Average Annual Compensation, his normal straight-time earnings shall be substituted for his actual Compensation for any month in which such normal straight-time earnings are greater. The Pension Board shall specify the basis for determining any Employee’s Compensation for any portion of the 120 completed months used to compute the Employee’s Average Annual Compensation during which the Employee was not employed by an employer participating in this Plan.
(e)Cause - For purposes of Part I of the Plan, “Cause” means, as determined in the sole discretion of the Pension Board, an Employee’s:
(1)breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or an Affiliate or breach of a material term of any other agreement between the Employee and the Company or an Affiliate;
(2)engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or an Affiliate;
(3)commission of an act of dishonesty, fraud, embezzlement or theft;
(4)conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude; or
(5)failure to comply with the Company’s and all Affiliate’s’ policies and procedures, including but not limited to The Spirit and Letter.
(f)Compensation - For periods after December 31, 1969, “Compensation” for the purposes of this Plan shall mean with respect to the period in question salary (including any deferred salary approved by the Pension Board as compensation for purposes of this Plan) plus:
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(1)for persons then eligible for Incentive Compensation, the total amount of any Incentive Compensation earned except to the extent such Incentive Compensation is excluded by the Board of Directors or a committee thereof;
(2)for persons who would then have been eligible for Incentive Compensation if they had not been participants in a Sales Commission Plan or other variable compensation plan, the total amount of sales commissions (or other variable compensation earned);
(3)for all other persons, the sales commissions and other variable compensation earned by them but only to the extent such earnings were then included under the GE Pension Plan;
plus any amounts (other than salary and those mentioned in clauses (1) through (3) above) which were then included as Compensation under the GE Pension Plan except any amounts which the Pension Board may exclude from the computation of “Compensation” and subject to the powers of the Committee under Section IX hereof.
For periods before January 1, 1970, “Compensation” for the purposes of this Plan has the same meaning as under the GE Pension Plan applying the rules in effect during such periods.
The definition set forth in this paragraph (e) shall apply to the calculation of any and all Supplementary Pension benefits payable on and after January 1, 1976. All such payments made prior to January 1, 1976 shall be determined in accordance with the terms of the Plan in effect prior to such date.
Notwithstanding any provision of the Plan to the contrary, in no event will Incentive Compensation, commissions and similar variable compensation paid after the end of the calendar year in which the Employee’s Service terminates be disregarded as Compensation hereunder as a result of the exclusion of such remuneration from Compensation under the GE Pension Plan pursuant to the last sentence of the first paragraph of the definition of “Compensation” set forth in Section XXVI therein.
Notwithstanding the foregoing, “Compensation” for purposes of Part I of the Plan shall not include amounts of any type earned by an Employee after December 31, 2020.
(g)GE Pension Plan – means the GE Pension Plan, as amended and renamed from time to time.
(h)Grandfathered Employee - Grandfathered Employee means an Employee who did not accrue or acquire a non-forfeitable interest in any benefits hereunder on or after January 1, 2005.
(i)Grandfathered Plan Benefit - Grandfathered Plan Benefit means:
(1)in the case of Grandfathered Employees, their entire Supplementary Pension hereunder.
(2)in the case of Grandfathered Specified Employees, the accrued, non-forfeitable annuity to which the Grandfathered Specified Employee would have been entitled under this Plan if the Grandfathered Specified Employee voluntarily terminated employment on December 31, 2004, and received a payment of the benefits available from this Plan (A) on the earliest possible date allowed under this Plan to receive a payment of benefits following Separation from Service, and (B) in any payment form permitted under the GE Pension Plan on December 31, 2004. If a Grandfathered Specified Employee elects to receive benefits in the form of a 75% Alternative Survivor Benefit under the principles of Section IX.10 of the GE Pension Plan, then his Grandfathered Plan Benefit with respect to such form of distribution shall be the portion attributable to his accrued benefit as of December 31, 2004 as determined above and based on the methodology set forth in Section IX.10 of the GE Pension Plan for converting benefits to this form of distribution.
(j)Grandfathered Specified Employee - Grandfathered Specified Employee means a Specified Employee determined as of December 31, 2008 who had a non-forfeitable interest hereunder as of December 31, 2004.
(k)Non-Grandfathered Plan Benefit - Non-Grandfathered Plan Benefit means all of the Supplementary Pension payable under this Plan except for the Grandfathered Plan Benefit.
(l)Officers - Officers shall mean the Chairman of the Board, the Vice Chairmen, the President, the Vice Presidents (including Group Vice Presidents and Senior Vice Presidents), Officer Equivalents and such other Employees as the Committee referred to in Section IX hereof may designate.
(m)Pension Benefit Service - Pension Benefit Service shall have the same meaning herein as in the GE Pension Plan except that for periods before January 1, 1976, the term Credited Service as a full-time Employee shall also include all Service credited under the GE Pension Plan to such Employee for any period during which he was a full-time Employee for purposes of such GE Pension Plan.
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Pension Benefit Service shall also include:
(1)any period of service with the Company or an Affiliate as the Pension Board may otherwise provide by rules and regulations issued with respect to this Plan, and,
(2)any period of service with another employer as may be approved from time to time by the Chairman of the Board but only to the extent that any conditions specified in such approval have been met.
No Employee shall be credited with Pension Benefit Service for purposes of Part I of the Plan for any periods of employment after December 31, 2020. An Employee’s Pension Benefit Service that is reinstated after December 31, 2020, for purposes of the GE Pension Plan pursuant to Section XXI.3.a (Eligibility for Reinstatement) of such plan shall be reinstated for purposes of this Plan only if such Employee has been continuously in the Service of the Company or an Affiliate from January 1, 2021, until the date of such reinstatement.
(n)Pension Qualification Service - Pension Qualification Service shall have the same meaning herein as in the GE Pension Plan except that for periods before January 1, 1976 the term Credited Service used in determining such Pension Qualification Service shall mean only Service for which an Employee is credited with a past service annuity or a future service annuity under the GE Pension Plan (plus his first year of Service where such year is recognized as additional Credited Service under that Plan), except as the Pension Board may otherwise provide by rules and regulations issued with respect to this Plan. Pension Qualification Service that is credited to an Employee under the GE Pension Plan after December 31, 2020, including service with an Affiliate that is credited as Pension Qualification Service under Section XVI.2 (Transfer to and from Non-Participating Companies) of the GE Pension Plan, will continue to be credited as Pension Qualification Service under this Plan; provided, however, that an Employee who leaves the Service of the Company and all Affiliates at any time and is subsequently rehired by the Company or an Affiliate on or after January 1, 2021:
(1)will not have any Pension Qualification Service attributable to any earlier period of employment with the Company or an Affiliate reinstated, regardless of whether such Pension Qualification Service is reinstated under Section XXI.3.a (Eligibility for Reinstatement) or any other provision of the GE Pension Plan;
(2)will not be credited with any Pension Qualification Service attributable to service with an Affiliate that does not participate in this Plan, regardless of whether such service is credited as Pension Qualification Service under Section XVI.2 (Transfer to and from Non-Participating Companies) or any other provision of the GE Pension Plan; and
(3)will not be credited with Pension Qualification Service for purposes of this Plan with respect to the Employee’s period of reemployment.
(o)Release - Release means a release and waiver of claims which may include, among other things and where legally permissible, confidentiality, cooperation, non-competition, non-solicitation and/or non-disparagement requirements.
(p)Separation from Service - Separation from Service means an Employee’s termination of employment with the Company and all Affiliates (defined for purposes of this Plan as any company or business entity in which General Electric Company has a 50% or more interest whether or not a participating employer in the Plan); provided that, Separation from Service for purposes of the Plan shall be interpreted consistent with the requirements of Section 409A and regulations and other guidance issued thereunder. For purposes of clarity, any references in this Plan to Service in the context of determining the time or form of benefits will not extend beyond an Employee’s Separation from Service. For the avoidance of doubt, the spinoffs of GE HealthCare and GE Energy from the Company shall not be treated as a Separation from Service.
(q)Service of the Company or an Affiliate - An Employee is in the “Service of the Company or an Affiliate” if the Employee is employed by the Company or an Affiliate or has terminated employment with the Company and all Affiliates but has not had his protected service (also referred to as “continuous service”) terminated under established Company procedures. An Employee who “leaves the Service of the Company and all Affiliates” terminates employment with the Company and all Affiliates and has his protected (or continuous) service terminated under established Company procedures.
(r)Service with the Company - An Employee is in “Service with the Company” if the Employee is employed by the Company or has terminated employment with the Company but has not had his protected service (also referred to as “continuous service”) terminated under established Company procedures.
(s)Specified Employee - Specified Employee means a specified employee as described in the Company’s Procedures for Determining Specified Employees under Code Section 409A, as amended from time to time.
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All other terms used in this Plan which are defined in the GE Pension Plan shall have the same meanings herein as therein, unless otherwise expressly provided in this Plan.
Section III.Amount of Supplementary Pension at or After Normal Retirement
(a)The annual Supplementary Pension payable to an eligible Employee who retires on or after his normal retirement date within the meaning of the GE Pension Plan shall be equal to the excess, if any, of the Employee’s Annual Retirement Income, over the sum of:
(1)the Employee’s Annual Pension Payable under the GE Pension Plan;
(2)½ of the Employee’s Annual Estimated Social Security Benefit;
(3)the Employee’s annual excess benefit, if any, payable under the GE Excess Benefit Plan (as amended and renamed from time to time); and
(4)The Employee’s annual benefit, if any, payable under the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan (as amended and renamed from time to time).
Such Supplementary Pension shall be subject to the limitations specified in Section IX. An eligible Employee who did not retire hereunder before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement on or after his normal retirement date within the meaning of the GE Pension Plan in order to receive a Supplementary Pension computed under this Section III(a).
(b)The Supplementary Pension of an Employee who continues in the Service of the Company or an Affiliate after his normal retirement date shall not commence before his actual retirement date following Separation from Service, regardless of whether such Employee has attained age 70-½ and commenced receiving his pension under the GE Pension Plan.
(c)Consistent with established Company procedures, if an eligible Employee commences his Supplementary Pension at the time set forth in Section X(a) but remains in protected service for other purposes, his initial Supplementary Pension Plan benefit shall be based on his service credits earned up to the commencement date of his Supplementary Pension Plan benefit. Following the eligible Employee’s break in protected service, the dollar amount (but not the time or form of distribution) of the eligible Employee’s Supplementary Pension Plan benefit shall be adjusted consistent with such procedures to take into account any additional service credits the eligible Employee may have earned under the GE Pension Plan and any related offsets. For periods on and after January 1, 2021, “service credits” described in this Section III(c) shall not include Pension Benefit Service, which shall not be credited under Part I of this Plan to any Employee after December 31, 2020.
(d)For the avoidance of doubt, an individual who is not eligible for a benefit under the GE Pension Plan shall not be eligible for a Supplementary Pension, and benefits under this Plan shall be determined consistently with the intent not to duplicate benefits that are payable from another plan.
Section IV.Amount of Supplementary Pension at Optional or Disability Retirement
(a)The annual Supplementary Pension payable to an eligible Employee who, following attainment of age 60, retires hereunder on an optional retirement date within the meaning of Section V.1. of the GE Pension Plan shall be computed in the manner provided by Section III(a) (for an Employee retiring on his normal retirement date) but taking into account only Pension Benefit Service and Average Annual Compensation to the earlier of the actual date of optional retirement or December 31, 2020. Such Supplementary Pension shall be subject to the limitations specified in Section IX. In the event such Employee is a New Plan Participant on the date of his termination of Service, such Supplementary Pension, as so limited, shall be reduced to reflect commencement before his normal retirement date by applying the methodology provided under Section V.3. of the GE Pension Plan. Consistent with the foregoing, such reduction shall equal 5/12% for each month from the first month following such Employee’s Separation from Service to his normal retirement date. Said reduction shall not be imposed, however, in the event such Employee’s Separation from Service occurs on or after the Employee’s (1) attainment of at least age 62 and (2) completion of at least 25 years of Pension Qualification Service. An eligible Employee who did not retire hereunder before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement on an optional retirement date within the meaning of Section V.1 of the GE Pension Plan in order to receive a Supplementary Pension computed under this Section IV(a).
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(b)The annual Supplementary Pension payable to an eligible Employee who retires on a Disability Pension under Section VII of the GE Pension Plan and who qualifies as disabled by receiving income replacement benefits under a Company plan for a period of not less than three months and otherwise meeting the requirements under Treasury regulation section 1.409A-3(i)(4) and regulations and other guidance issued thereunder shall first be computed in the manner provided by Section III(a) (for an Employee retiring on his normal retirement date) taking into account only Pension Benefit Service and Average Annual Compensation to the earlier of the actual date of disability retirement or December 31, 2020. Such Supplementary Pension shall be subject to the limitations specified in Section IX. In the event the Employee is a New Plan Participant, such Supplementary Pension, as so limited, shall be reduced by 25% consistent with the methodology provided under Section VII.3. of the GE Pension Plan to reflect commencement before the Employee’s earliest optional retirement age. An eligible Employee who did not retire hereunder before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement on a Disability Pension under Section VII of the GE Pension Plan in order to receive a Supplementary Pension computed under this Section IV(b).
If the Disability Pension payable to the Employee under the GE Pension Plan is discontinued thereunder as a result of the cessation of the Employee’s disability prior to the attainment of age 60, the Supplementary Pension provided under this Section IV(b) shall be forfeited and the Employee shall only be eligible for a Supplementary Pension to the extent he separately qualifies under another provision set forth herein.
Section V.Special Benefit Protection for Certain Employees
(a)A former Employee whose Service with the Company is terminated on or after June 27, 1988, before attainment of age 60 and after completion of 25 or more years of Pension Qualification Service who does not withdraw his contributions from the GE Pension Plan before retirement and who meets one of the following conditions shall be eligible for a Supplementary Pension under this Plan commencing at the time set forth in Section X.(a). An eligible Employee who did not meet such requirements before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until meeting one of the following conditions to be eligible for a Supplementary Pension under this Plan.
(1)The Employee’s Service is terminated because of a Plant Closing.
(2)The Employee’s Service is terminated for transfer to a Successor Employer. The conditions of this paragraph (2) shall not be satisfied, however, if the transferred Employee retires under the GE Pension Plan before July 1, 2000 and prior to the later of (A) his termination of service with the Successor Employer and (B the first of the month following attainment of age 60. For the avoidance of doubt, this Section V(a) shall not apply if all Plan liabilities with respect to the Employee are transferred to a spin-off plan maintained by such Successor Employer or an affiliate thereof.
(3)The Employee’s Service terminated after one year on layoff with protected service.
Effective July 1, 1994 and regardless of whether the Employee terminated Service on, before or after such date, for purposes of this Section V(a) and any other provision of this Plan, a former Employee will be deemed to have withdrawn his contributions from the GE Pension Plan at such time the payment of benefits attributable to such contributions commences, regardless of whether such contributions are paid in the form of a lump sum or an annuity.
(b)The Supplementary Pension, if any, for Employees who meet the conditions in Section V(a) shall be calculated in accordance with the provisions of Section IV(a) (other than the requirement to remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement), including the imposition of the reduction described therein to reflect a commencement date occurring before normal retirement date in the case of Employees who are New Plan Participants on the date of their termination of Service. For purposes of making this calculation, the Employee’s: (1) Pension Benefit Service to the earlier of the Service termination date or December 31, 2020, shall be considered; (2) Average Annual Compensation shall be based on the last 120 completed months before the earlier of such Service termination date or December 31, 2020; and (3) Annual Estimated Social Security Benefit shall be determined as though the Employee’s retirement date was the earlier of such Service termination date or December 31, 2020.
(c)No Supplementary Pension shall be payable to any former Employee who elects to accelerate the commencement of his pension under the GE Pension Plan under Section XI.4.b(iii) therein, nor shall any death or survivor benefits be payable hereunder with respect to such an Employee.
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(d)In the event a former Employee whose Service with the Company was terminated under circumstances entitling him to a benefit pursuant to this Section V is reemployed, such Employee will retain a non-forfeitable interest in a benefit equal to the amount payable under this provision attributable to such Employee’s first period of service (with the calculation of any offsets determined in accordance with established administrative practices and based upon assumptions in effect as of such Employee’s first termination date). The same principle shall apply in determining the non-forfeitable interest hereunder of similarly-situated Employees with less than 25 years of Pension Qualification Service who, as a result of Company or Pension Board action, attained a non-forfeitable interest in their Supplementary Pension upon transfer to a successor employer and are subsequently re-employed by the Company.
(e)In the event General Electric Company announces its intention to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries, Employees of any such GE Capital operations to be disposed of or discontinued in connection with such action will be eligible for Special Benefit Protection treatment as described in this Section V by meeting the conditions for such treatment set forth in this Section V, except that they will only be required to have completed at least 10 years (instead of 25 years) of Pension Qualification Service as of their termination because of a Plant Closing, transfer to Successor Employer or layoff after one year on protected service. This paragraph (e) shall not apply to an Employee who terminates Service for any other reason, or is assigned to (or offered employment with) any continuing operation of the Company or any Affiliate (including a continuing GE Capital operation). This paragraph (e) also shall not apply unless the Employee executes a Release on such terms and in such manner as the Company may require in its absolute discretion. Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (e), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
This paragraph (e) is intended to serve as a special retention arrangement in connection with General Electric Company’s announcement to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries. This paragraph (e) shall not apply to any employee who terminates service prior to such an announcement or is on protected service at the time of such announcement, except as otherwise provided by the Pension Board in its absolute discretion.
(f)Employees of the General Electric Company (“GE”) corporate division who are laid off as a result of the November 9, 2021 announcement to restructure into three industry leading public companies focused on aviation, healthcare and energy (the “Transition”) will be eligible for Special Benefit Protection treatment described in this Section V by meeting the conditions for such treatment set forth in this Section V, except that the service eligibility requirement will be met if they have completed at least 10 years (instead of 25 years) of Pension Qualification Service as of their Separation from Service, or would have completed at least 10 years of Pension Qualification Service by December 31, 2023. This paragraph (f) shall not apply to an Employee who (i) works within the ongoing financial business segments of Energy Financial Services, North America Life and Health or Bank BPH or (ii) as of March 1, 2022, is an executive officer and Senior Vice President or above of GE. Nor shall this paragraph (f) apply to an Employee who (i) is laid off from the corporate division of GE for any other reason or (ii) is laid off from any other business or division of GE, except that employees of the GE corporate division (other than those excluded by the prior sentence) who transfer directly to a GE Aerospace or GE Energy employer after January 4, 2023 and prior to the GE Energy business ceasing to be an Affiliate of GE shall be eligible for the treatment described in this paragraph (f) upon their subsequent layoff or eligibility for severance payments from such employer, provided they have completed at least 10 years of Pension Qualification Service at that time. This paragraph (f) shall not apply unless the Employee executes a Release on such terms and in such manner as the Company may require in its absolute discretion. Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (f), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
Notwithstanding the foregoing and any provision of this Plan to the contrary, if the employment of an Employee who vests in a Supplementary Pension pursuant to this paragraph (f) is terminated for Cause or if the Pension Board determines in its sole discretion that such Employee has engaged in conduct that (i) constitutes a breach of the Release, (ii) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or an Affiliate or their successor entities or (iii) occurred prior to the Employee’s Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Employee’s Separation from Service), the Employee shall forfeit the Employee’s right to any unpaid Supplementary Pension under this Plan and may be required to repay any Supplementary Pension amounts previously paid under the Plan to the extent recovery is permitted by law. The remedy under this subsection (f) is not exclusive and shall not limit any right of the Company or any Affiliate under applicable law, including (but not limited to) a remedy under (i) Section 10D of the Securities Exchange Act of 1934, as amended, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.
Section VI.Survivor Benefits
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If a survivor benefit applies with respect to an Employee’s Supplementary Pension pursuant to Section X below, his Supplementary Pension shall be reduced in the same manner as the pension payable under the GE Pension Plan is reduced under such circumstances in accordance with the principles of Section IX of the GE Pension Plan.
Section VII.Payments Upon Death
If an eligible Employee dies in active Service or following retirement on a Supplementary Pension, or if a former Employee entitled to a Supplementary Pension pursuant to Section V dies prior to such retirement, (1) the principles of Section X of the GE Pension Plan (disregarding any references therein to Employee contributions) shall apply to determine whether a death benefit is payable to the beneficiary or Surviving Spouse of such Employee under this Supplementary Pension Plan, and (2) any such death benefit shall be computed and paid in accordance with such principles, based on the Supplementary Pension payable under this Plan; provided, however, that:
(a)with respect to any pre-retirement death benefit attributable to Non-Grandfathered Plan Benefits where a Surviving Spouse otherwise would have a choice to receive such benefit as an annuity in accordance with the principles of Section X.9 of the GE Pension Plan (Preretirement Spouse Benefit) or as a lump sum in accordance with the principles of either Section X.2 (Five Year Certain (Death After Optional Retirement Age)) or Section X.3 (Five Year Certain (Death After 15 Years Pension Qualification Service)) of the GE Pension Plan, the lump sum value of such benefit under each applicable paragraph shall be determined (in the case of the Preretirement Spouse Benefit, based on the actuarial assumptions described in paragraph 3 of Section XV of the GE Pension Plan), and then the Surviving Spouse shall receive whichever resulting lump sum value is larger as of the first day of the month following the Employee’s death. For purposes of clarity, such Surviving Spouse shall not be eligible to receive an annuity in the form of the Preretirement Spouse Benefit under the principles of Section X.9 of the GE Pension Plan;
(b)with respect to any post-retirement death benefit attributable to Non-Grandfathered Plan Benefits under the principles of Section X.11 of the GE Pension Plan (Five Year Certain (No Survivor Benefit)), the calculation of the lump sum shall be determined without making any discount to present value. Consistent with the foregoing, such lump sum shall equal the excess of (1) 5 times the Employee’s Supplementary Pension payable as a single life annuity over (2) the total payments under this Plan to the Employee; and
(c)no pre-retirement death benefit shall be payable under this Section VII to an Employee who dies in active Service while reemployed after the Employee left the Service of the Company and all Affiliates, if the Employee left the Service of the Company and all Affiliates: (1) on or after January 1, 2021, and (2) before becoming entitled to a Supplementary Pension under this Part I of the Plan.
Section VIII.Employees Retired Before July 1, 1973
[Reserved-See Section VIII of this Plan prior to this reservation.]
Section IX.Limitation on Benefits
(a)Notwithstanding any provision of this Plan to the contrary, if the sum of:
(1)the Supplementary Pension otherwise payable to an Employee hereunder;
(2)the Employee’s Annual Pension Payable under the GE Pension Plan;
(3)100% of the Annual Estimated Social Security Benefit but before any adjustment for less than 35 years of Pension Benefit Service;
(4)the Employee’s annual excess benefit, if any, payable under the GE Excess Benefit Plan (as amended and renamed from time to time); and
(5)The Employee’s annual benefit, if any, payable under the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan (as amended and renamed from time to time);
exceeds 60% of his Average Annual Compensation (with such Supplementary Pension and the amounts set forth in (2), (4) and (5) above determined before imposition of any applicable reduction factor or adjustment for optional or disability retirement, a survivor benefit or otherwise), such Supplementary Pension (as so determined) shall be reduced by the amount of the excess. Any further reductions or adjustments prescribed herein, including those applicable to Employees who are New Plan Participants on the date of their termination of Service, shall be applied against such reduced Supplementary Pension.
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(b)Notwithstanding any provision in this Plan (other than Section XIV(e)) to the contrary, the amount of Supplementary Pension and any death or survivor benefit payable to or on behalf of any Employee who is or was an Officer shall be determined in accordance with such general rules and regulations as may be adopted by a Committee appointed by the Board of Directors for such purpose, subject to the limitation that any such Supplementary Pension or death benefit may not exceed the amount which would be payable hereunder in the absence of such rules and regulations.
Section X.Payment of Supplementary Pension Benefits
(a)Time and Form of Payment. This Section governs the time and form of payment of the Supplementary Pension on and after the retirement of an eligible Employee. See Section VII above for certain additional rules regarding Payments on Death.
(1)General Provisions. Supplementary Pensions shall be payable in monthly installments, each equal to 1/12th of the annual amount determined under the applicable Section. In addition, the provisions of the GE Pension Plan with respect to the following shall apply to amounts payable under this Plan:
(A)The date of the last payment of any Supplementary Pension.
(B)Treatment of amounts payable to a missing person.
In no event shall the accelerated payment option of Section XI.4.b(iii) of the GE Pension Plan apply with respect to this Plan.
(2)Grandfathered Plan Benefits. Payment of Supplementary Pensions provided for herein which are attributable to Grandfathered Plan Benefits shall be in the same form and commence as of the same date as distribution is made pursuant to the Participant’s election under the GE Pension Plan (subject to the special rule in Section III(b) of this Plan for Employees over age 70-½).
(3)Non-Grandfathered Plan Benefits.
(A)Time of Payment.
(i)Except as provided in paragraph (ii) below (relating to disability pensions), all payments of Non-Grandfathered Plan Benefits shall commence on the first day of the month after the Employee’s Separation from Service or the Employee’s attainment of age 60, if later; provided, however, that if an Employee is a Specified Employee, payment of any Non-Grandfathered Plan Benefit shall not be made within the first six months following the Employee’s Separation from Service. In the event distribution to a Specified Employee is so delayed, payment of the Non-Grandfathered Plan Benefit shall begin on the first day of the seventh month following Separation from Service and the first such payment shall be increased to reflect the missed payments (with interest accumulated in accordance with Pension Board procedures).
(ii)Payment of Supplementary Pensions attributable to disability as provided for in Section IV(b) shall commence on the first day of the month after the Employee’s Separation from Service; provided, however, that the Employee shall forfeit any payments attributable to months prior to the first date on which a Disability Pension is actually paid under Section VII of the GE Pension Plan. For this purpose, any retroactive payments that may be made under the GE Pension Plan shall be disregarded and no corresponding retroactive payments shall be made hereunder.
(B)Form of Payment. Unless an Employee makes an effective election pursuant to paragraph (B)(i) below, such benefits shall be paid as a 50% Survivor Benefit in accordance with the principles of Section IX.1 and other provisions of the GE Pension Plan applicable thereto (for Employees who are married at the time their Supplementary Pension begins) or as a single life annuity in accordance with the principles of Section XV, X.11 and other provisions of the GE Pension Plan applicable thereto (for Employees who are not married at the time their Supplementary Pension begins); provided, however, that:
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(i)As an alternative to the normal distribution forms set forth in this paragraph (B), a married Employee may elect to receive all payments of Non-Grandfathered Plan Benefits as a single life annuity as described above, a 100% Alternative Survivor Benefit in accordance with the principles of Section IX.3 and other provisions of the GE Pension Plan applicable thereto, or a 75% Alternative Survivor Benefit in accordance with the principles of Section IX.10 and other provisions of the GE Pension Plan applicable thereto. In the case of a disability pension payable under Section IV(b) above, however, the 100% Alternative Survivor Benefit shall not be available. An election under this paragraph may not be made more than 60 days following the date as of which payment is otherwise to commence in accordance with paragraph (3)(A) above. For purposes of clarity, if an Employee is a Specified Employee for whom the Non-Grandfathered Plan Benefit is delayed in accordance with paragraph (3)(A)(i) above, an election under this paragraph may be made anytime within the first six months following the Employee’s Separation from Service. If such Specified Employee dies during the six-month delay, the Specified Employee will be treated as if he retired before death, without regard to such delay, and commenced receiving his benefit either in accordance with his actual election under this paragraph as to the form of distribution, or in accordance the rules in paragraph (3)(B) above if no such election was made before death.
(ii)Regardless of the initial form of payment for Non-Grandfathered Plan Benefits, the revocation feature provided in Section IX.8 of the GE Pension Plan shall not apply to Non-Grandfathered Plan Benefits.
(b)Impact of Reemployment. If an Employee is reemployed by the Company or an Affiliate, the following provisions shall apply with respect to the determination of the Employee’s Supplementary Pension:
(1)Grandfathered Plan Benefits. If the Employee’s pension under the GE Pension Plan is suspended or may not commence for any month in accordance with the re-employment provisions of that plan, the Employee’s Supplementary Pension attributable to Grandfathered Plan Benefits that would otherwise be payable during such re-employment shall be forfeited under this Plan. For this purpose, any addition to the Employee’s Supplementary Pension which he may earn hereunder following such re-employment shall not cause such Grandfathered Plan Benefits to be reclassified as Non-Grandfathered Plan Benefits. Upon the Employee’s subsequent Separation from Service, the Employee’s original distribution election, if any, with respect to such original Grandfathered Plan Benefits shall be disregarded and such original Grandfathered Plan Benefit (adjusted for any additional accrual or reduction) will be paid in accordance with the terms of the Plan in effect at the time of such subsequent Separation from Service applicable to Non-Grandfathered Plan Benefits. If such subsequent Separation from Service is by reason of death, any survivor or death benefits attributable to such original Grandfathered Plan Benefits (as so adjusted) will be determined in accordance with this Plan’s pre-retirement death and survivor benefit provisions then applicable to Non-Grandfathered Plan Benefits. The preceding two sentences shall not apply to Grandfathered Specified Employees.
(2)Non-Grandfathered Plan Benefits. If the Employee is rehired after having commenced receiving his Supplementary Pension, and in accordance with the terms of the GE Pension Plan, the Employee would have had his pension therefrom suspended upon such re-employment, the Employee shall forfeit any benefits from this Plan attributable to his Non-Grandfathered Plan Benefit that would otherwise be payable during such re-employment. Upon the Employee’s subsequent Separation from Service:
(A)If the Employee’s Non-Grandfathered Plan Benefit is the same or has decreased, then:
(i)the Non-Grandfathered Plan Benefit earned during the first period of employment will resume immediately in the same form of distribution and with the same conversion and reduction factors that applied to the original distribution of such benefit;
(ii)if such original distribution form was a 50% Survivor Benefit, 75% Alternative Survivor Benefit or 100% Alternative Survivor Benefit, any survivor benefits will be payable only if the Surviving Spouse was married to the Participant at the time of his original retirement; and
(iii)such benefit will be reduced, as necessary, if the Employee’s Non-Grandfathered Plan Benefit decreases as a result of his second period of employment.
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If such subsequent Separation from Service is by reason of death, then any death or survivor benefits attributable to Non-Grandfathered Plan Benefits will be based on such original form of distribution with payment commencing on the first of the month following death. Survivor benefits will be payable only if the Surviving Spouse was married to the Employee at the time of his original retirement and is otherwise eligible to receive payments hereunder.
(B)If the Non-Grandfathered Plan Benefit payable upon such subsequent Separation from Service has increased as a result of the Employee’s second period of employment, then the above provisions set forth in paragraph (2)(A) will govern the Non-Grandfathered Plan Benefit earned during the first period of employment (as applicable), and the following will apply to any additional Non-Grandfathered Plan Benefit:
(i)the additional benefit amount shall be distributed separately commencing on the first of the month following such subsequent Separation from Service based upon the Employee’s age, marital status and the otherwise applicable Plan terms at that time and any new distribution election made by the Employee in accordance with Section X(a)(3) above, and
(ii)if such subsequent Separation from Service is by reason of death, any survivor or death benefits attributable to such additional Non-Grandfathered Plan Benefit will be determined separately in accordance with this Plan’s pre-retirement death and survivor benefit provisions.
(3)If an Employee is rehired under circumstances where he previously accrued a non-forfeitable interest in his Non-Grandfathered Plan Benefit but had not commenced receiving such benefit prior to his reemployment, the following shall apply:
(A)Such Employee shall forfeit the dollar amount of any Plan Benefits that would otherwise be paid while re-employed. However, such Employee will continue to retain an interest in the Plan (herein referred to as his “retained interest”) equal to the original non-forfeitable amount, as determined in accordance with Section V(d) above.
(B)Such retained interest and any additional Non-Grandfathered Plan Benefit to which the Employee is entitled shall be payable following the Employee’s subsequent Separation from Service at the time and in the manner provided in Section X(a)(3). If the Employee dies before retirement, any survivor or death benefits attributable to such retained interest will be determined in accordance with this Plan’s pre-retirement death and survivor benefit provisions.
(C)If the Employee continues in service after attaining age 60, the Employee’s retained interest shall commence after his subsequent Separation from Service at the time and in the manner provided in Section X(a)(3) and shall be calculated using reduction and conversion factors applicable to an age 60 commencement (but based on the spouse at actual retirement, if any).
(c)Beneficiary and Spousal Consent. An Employee’s beneficiary for the purposes of this Plan shall be the beneficiary designated by him under the GE Pension Plan, except in those instances where a separate beneficiary designation is in effect under this Plan. The provisions of the GE Pension Plan with respect to the designation or selection of a beneficiary shall apply to the designation or selection of a beneficiary under this Plan. For purposes of clarity, the requirement in the GE Pension Plan for a Spouse’s Consent to the designation or selection of a beneficiary, or the election of alternative distribution forms hereunder, shall apply under this Plan. Notwithstanding the foregoing, in the case of Non-Grandfathered Plan Benefits, any elections governing beneficiaries made in accordance with Section VII(b) of this Plan, as restated July 1, 1991, or subsequent actions of the Company related thereto, shall continue to apply. No such elections, however, shall direct a different time or form of payment of Non-Grandfathered Plan Benefits from the time and form of payment prescribed under this Plan, nor shall any Employee who did not make such an election before this restatement be permitted to submit such an election.
(d)With respect to Non-Grandfathered Plan Benefits, any provision of this Section X or other provision of this Plan that refers to the time or form of benefits under the GE Pension Plan shall be deemed to be a reference to the terms of the GE Pension Plan in effect on December 31, 2008.
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(e)The Company shall be entitled to withhold all applicable withholding taxes, including, but not limited to, federal income taxes, Federal Insurance Contributions Act (“FICA”) taxes, and state income taxes, from an Employee’s Supplementary Pension. The actuarially determined present value of an Employee’s Supplementary Pension is required by law to be subject to FICA taxation (Social Security tax, Medicare tax, and if applicable, additional Medicare tax) on the date on which the present value of the Employee’s Supplementary Pension becomes reasonably ascertainable (generally, the date on which the Employee makes an effective election as to the form of payment). As a condition of participation in the Plan, the Employee shall be required to make arrangements to satisfy the required FICA tax withholding, including being required to remit to the Company the amount necessary to satisfy his or her withholding requirements. The Company shall have the power and the right to withhold the amount necessary to satisfy an Employee’s FICA tax obligation from the amount payable under the Plan or to establish other means to satisfy such obligation, including, to the extent permitted by law, the Company’s payment of any required tax on the Employee’s behalf subject to repayment by the Employee, as specified under a policy adopted by the Pension Board.
Section XI.Administration
(a)This Plan shall be administered by the Pension Board, which shall have authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve in its sole and absolute discretion any and all questions or claims, including interpretations of this Plan, as may arise in connection with this Plan.
(b)In the administration of this Plan, the Pension Board may, from time to time, employ agents and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may also serve as counsel to the Company. The Pension Board may also delegate to other persons or other entities any or all of its authority, responsibilities, obligations and duties with respect to the Plan in accordance with the charter for the Pension Board. If the Company, Pension Board or other plan fiduciary (an “Advisee”) engages attorneys, accountants, actuaries, consultants, and other service providers (an “Advisor”) to advise them on issues related to a Plan or the Advisee’s responsibilities under the Plan:
(1)The Advisor’s client is the Advisee and not any employee, participant, dependent, beneficiary, claimant, or other person;
(2)The Advisee will be entitled to preserve the attorney-client privilege and any other privilege accorded to communications with the Advisor, and all other rights to maintain confidentiality, to the full extent permitted by law; and
(3)No employee, participant, dependent, beneficiary, claimant or other person will be permitted to review any communication between the Advisee and any of its or his Advisors with respect to whom a privilege applies, unless mandated by a court order.
(c)The decision or action of the Pension Board in respect of any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan or making any claim hereunder.
(d)The provisions of this Section XI(d) shall apply to any claim for a benefit under the Plan, regardless of the basis asserted for the claim and regardless of when the act or omission upon which the claim is based occurred. Any such claim shall be addressed through the claims and appeals process described in the handbook summary for this Plan, and no such claim may be filed in court, arbitration, or similar proceeding before the claimant has exhausted that process. Such process is intended to comply with Section 503 of ERISA and shall be administered and interpreted in a manner consistent with such intent.
The claims administrator shall be the Pension Board or its designee or delegate.
(e)Limitations Period.
(1)Any claim (A) for benefits; (B) to enforce rights under the Plan; or (C) otherwise seeking a remedy or judgment of any kind against the Plan, the Pension Board, the Company, or an Affiliate must be filed within the limitations period prescribed by this Section XI(e) (and subsequent to exhaustion as described in Section XI(d)).
(2)The limitations period shall begin on the following date:
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(A)For a claim for benefits, the earliest of: (i) the date the first benefit payment was actually made or allegedly due, or (ii) the date the Plan, the Pension Board, the Company, or an Affiliate first repudiated the alleged obligation to provide such benefits, regardless of whether such repudiation occurred during administrative review pursuant to Section XI(d). A repudiation described in clause (ii) may be made in the form of a direct communication to the employee or a more general oral or written communication related to benefits payable under the Plan (for example, a summary of the Plan or an amendment to the Plan);
(B)For a claim to enforce an alleged right under the Plan (other than a right to benefits), the date the Plan first denied the request made on behalf of the employee to exercise such right, regardless of whether such denial occurred during administrative review pursuant to Section XI(d); or
(C)For any claim otherwise seeking a remedy or judgment of any kind against the Plan, the Pension Board, the Company, or an Affiliate, the earliest date on which the employee knew or should have known of the material facts on which such claim or action is based, regardless of whether the employee was aware of the legal theory underlying the claim.
(3)The limitations period shall end on the first anniversary of the beginning date described in Section XI(e)(2); provided, however, that if a request for administrative review pursuant to Section XI(d) is pending at such time, the limitations period shall be extended to end on the date that is 60 days after the final denial of such claim on administrative review.
(4)The limitations period described in this Section XI(e) replaces and supersedes any limitations period that otherwise might be deemed applicable under state or federal law in the absence of this Section XI(e). A claim filed after the expiration of the limitations period shall be deemed time-barred, except that the Pension Board shall have discretion to extend the limitations period upon a showing of exceptional circumstances that, in the opinion of the Pension Board, provide good cause for an extension. The exercise of this discretion is committed solely to the Pension Board and is not subject to review.
(5)In the event of any claim brought by or on behalf of two or more employees, the requirements of this Section Xl(e) shall apply separately with respect to each employee.
Section XII.Termination, Suspension or Amendment
The Board of Directors may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part. However, no such termination, suspension or amendment shall adversely affect (a) the benefits of any Employee who retired under the Plan prior to the date of such termination, suspension or amendment or (b) the right of any then current Employee to receive upon retirement, or of his or her Surviving Spouse or beneficiary to receive upon such Employee’s death, the amount as a Supplementary Pension or death benefit, as the case may be, to which such person would have been entitled under this Plan computed to the date of such termination, suspension or amendment, taking into account the Employee’s Pension Benefit Service and Average Annual Compensation calculated as of the date of such termination, suspension or amendment. Any amendment or termination shall comply with the restrictions of Section 409A of the Code to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of Non-Grandfathered Plan Benefits, nor may any amendment or termination permit a subsequent deferral of Non-Grandfathered Plan Benefits. Subject to the other requirements of this Section XII, if General Electric Company or the Pension Board determines that any provision of the Plan is or might be inconsistent with the restrictions imposed by Section 409A of the Code, such provision shall be deemed to be amended to the extent that General Electric Company or the Pension Board determines is necessary to bring it into compliance with Section 409A of the Code. Any such deemed amendment shall be effective as of the earliest date such amendment is necessary under Section 409A of the Code.
Section XIII.Adjustments in Supplementary Pension Following Retirement
(a)Effective January 1, 1975, the amount of Supplementary Pension then payable to any Employee who retired before January 1, 1975 shall be reduced by the amount of any increase which becomes effective January 1, 1975 in the Pension payable under the GE Pension Plan to such Employee.
(b)If the Pension payable under the GE Pension Plan to any Employee is increased following his retirement which increase becomes effective after January 1, 1975, the amount of the Supplementary Pension thereafter payable to such Employee under this Supplementary Pension Plan shall be determined by the Board of Directors.
(c)Effective November 1, 1977, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased in accordance with paragraphs 25 (a), (b) or (c) of Section XIV of that Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after November 1, 1977 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
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(d)Effective May 1, 1979, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraphs 26 (a), (b) or (c) of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraphs except for the fact that such pensioner or Surviving Spouse received a lump-sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after May 1, 1979 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(e)If the Pension benefit or Service credits under the GE Pension Plan are increased for a retired employee in accordance with paragraph 27 or 28 of Section XIV of that Plan, or in accordance with the opportunity made available under that Plan effective January 1, 1980 to make up Employee contributions plus interest for periods during which the Employee was otherwise eligible but failed to participate because of late enrollment or voluntary suspension, the Supplementary Pension payable to the Employee under this Plan shall be recalculated to take any such increase into account. For this purpose, Section III of this Plan as amended effective July 1, 1979 shall apply. Any change in the Employee’s Supplementary Pension shall take effect on the same date as the corresponding change under the GE Pension Plan.
(f)Effective February 1, 1981, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraphs 29 (a), (b) or (c) of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraphs except for the fact that such pensioner or Surviving Spouse received a lump sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after February 1, 1981 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(g)Effective January 1, 1983, if the benefit payable to a pensioner under the GE Pension Plan is increased in accordance with paragraph 30 of Section XIV of that Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding change under the GE Pension Plan.
(h)Effective December 1, 1984, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraph 32 (a), (b) or (c) of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraphs except for the fact that such pensioner or Surviving Spouse received a lump-sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after December 1, 1984, shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(i)Effective July 1, 1985, if the benefit payable to a pensioner under the GE Pension Plan is increased in accordance with paragraph 34 of Section XIV of that Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding change under the GE Pension Plan.
(j)Effective January 1, 1988, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraph 35 of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraph except for the fact that such pensioner or Surviving Spouse received a lump sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after January 1, 1988 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(k)Effective July 1, 1988, if the benefit payable to a pensioner under the GE Pension Plan or the GE Excess Benefit Plan is increased as a result of paragraph 36 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan or GE Excess Benefit Plan.
(l)Effective July 1, 1991, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraph 37 of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraph except for the fact that such pensioner or Surviving Spouse received a lump sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after January 1, 1991 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
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(m)Effective December 1, 1991, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 38 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(n)Effective December 1, 1994, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 39 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(o)Effective November 1, 1996, if the benefit payable under the GE Pension Plan or the GE Excess Benefit Plan is increased as a result of paragraph 47, 48 or 49 of Section XIV of the GE Pension Plan, said increase shall be disregarded for purposes of calculating the amount payable under this Plan.
(p)Effective December 1, 1997, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 51 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(q)Effective May 1, 2000, if the benefit payable under the GE Pension Plan or the GE Excess Benefit Plan is increased as a result of paragraph 54, 55 or 56 of Section XIV of the GE Pension Plan, said increase shall be disregarded for purposes of calculating the amount payable under this Plan.
(r)Effective December 1, 2000, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 58 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(s)Effective December 1, 2003, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 67 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(t)Effective December 1, 2007, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 70 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(u)Effective December 1, 2011, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 73 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(v)Effective November 1, 2015, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 75 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(w)Effective November 1, 2019, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing
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Retirement Option Plan is increased as a result of paragraph 78 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
Section XIV.General Conditions
(a)No interest of an Employee, retired employee (whether retired before or after July 1, 1973), Surviving Spouse or beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through an Employee, retired employee, Surviving Spouse or beneficiary. If any attempt is made to alienate, pledge or charge any such interest or any such benefit for any debt, liabilities in tort or contract, or otherwise, of any Employee, retired employee, Surviving Spouse, or beneficiary, contrary to the prohibitions of the preceding sentence, then the Pension Board in its discretion may suspend or forfeit the interests of such person and during the period of such suspension, or in case of forfeiture, the Pension Board shall hold such interest for the benefit of, or shall make the benefit payments to which such person would otherwise be entitled (in the same time and form) to the designated beneficiary or to some member of such Employee’s, retired employee’s, Surviving Spouse’s or beneficiary’s family to be selected in the discretion of the Pension Board. Similarly, in cases of misconduct, incapacity or disability, the Pension Board, in its sole discretion, may make payments (in the same time and form) to some member of the family of any of the foregoing to be selected by it or to whomsoever it may determine is best fitted to receive or administer such payments.
(b)In connection with an allowance granted under the GE Retirement for the Good of the Company Program, and in accordance with the terms of that program, the Company, in its discretion, may decide to provide an Employee with a non-forfeitable interest in all or a portion of his Supplementary Pension under this Plan.
(c)No Employee and no other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the Service of his employer. The right and power of the Company to dismiss or discharge any Employee is expressly reserved.
(d)Except to the extent that the same are governed by the federal law (including Section 409A of the Code), the law of the State of New York shall govern the construction and administration of this Plan.
(e)The rights under this Plan of an Employee who leaves the Service of the Company at any time and the rights of anyone entitled to receive any payments under the Plan by reason of the death of such Employee, shall be governed by the provisions of the Plan in effect on the date such Employee leaves the Service of the Company, except as otherwise specifically provided in this Plan; provided, however, that with respect to Non-Grandfathered Plan Benefits:
(1)Any Employee who left the Service of the Company on or after January 1, 2005 and prior to January 1, 2009 and commenced receipt of such benefits before January 1, 2009 shall not be eligible to select the revocation feature provided in Section IX.8 of the GE Pension Plan.
(2)Any Employee who left the Service of the Company on or after January 1, 2005 and prior to January 1, 2009 and did not commence receipt of such benefits before January 1, 2009 (or anyone entitled to receive any payments under the Plan by reason of the death of such Employee who did not commence receipt of such payments before January 1, 2009) shall have the time and form of payment of such benefits determined under the terms contained herein.
(f)Benefits provided under this Plan are unfunded and unsecured obligations of the Company payable from its general assets. Nothing contained in this Plan shall require the Company to segregate any monies from its general funds, to create any trust or other funding vehicle, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If the Company elects to take any such action, such assets, investments and the proceeds therefrom shall at all times remain the sole property of the Company and subject to its creditors. No other individual shall have any economic interest or similar rights under the Plan or any ownership rights in such assets, investments or proceeds, whether by reason of being a named insured or otherwise.
This Plan is intended to comply with Section 409A of the Code with respect to amounts accrued after December 31, 2004 and amounts that were accrued but forfeitable on that date. In addition, if an Employee accrues benefits hereunder on or after January 1, 2005, the Plan is intended to comply with the requirements of Section 409A of the Code with respect to all of such Employee’s benefits hereunder; provided, however, that in the case of Grandfathered Specified Employees, the requirements of Section 409A of the Code shall only apply for amounts accrued in excess of Grandfathered Plan Benefits.
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The Plan shall be administered and interpreted in a manner consistent with such intent; provided, however, that nothing in this Plan shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A of the Code) from any Employee or an Employee’s spouse, beneficiary, or estate to any other individual or entity. Any payment under the Plan that is subject to Section 409A of the Code and that is contingent on a termination of employment is contingent on a Separation from Service.
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Part II: Executive Retirement Installment Benefits
(closed to new participants)
(closed to new participants)
As described in the Introduction (and subject to the rules thereof), this Part II of the Plan is closed effective January 1, 2021, and an Employee shall be eligible to participate under this Part II only if the Employee was eligible for and participating under Part I or Part II of the Plan on December 31, 2020 (and shall actually receive a benefit under this Part II only if the Employee meets all the other applicable requirements therefor). An Employee will be considered to be eligible for and participating under Part I of the Plan and will be eligible to participate under this Part II of the Plan on and after January 1, 2021, only if, on December 31, 2020, the Employee: (A) was assigned to the GE executive or higher career band; (B) was employed by the Company; and (C) was enrolled in the GE Pension Plan (i.e., had not waived or suspended participation in the GE Pension Plan). An Employee who was previously eligible for Part II of the Plan will not accrue future Benefit Service under Part II of the Plan if, on December 31, 2020, the Employee: (A) was not assigned to the GE executive or higher career band or (B) was not employed by the Company.
Section I.Eligibility for Executive Retirement Installment Benefits
(a)An Employee shall be eligible to participate in this Plan under this Part II if he is:
(1)an Excluded Employee or Ineligible Employee under the GE Pension Plan who was assigned to the GE executive or higher career band before January 1, 2021, and has been continuously so assigned since such date;
(2)an Employee who has been continuously assigned to the GE executive or higher career band since January 1, 2021, and whose first day of work for the Company while so assigned was on or after January 1, 2011, and before January 1, 2021;
(3)an Employee who, before January 1, 2021, was assigned to the GE executive or higher career band and who has been continuously so assigned since such date and is employed by (i) an Affiliate that elected to participate in the GE Retirement Savings Plan prior to January 1, 2011 as part of a benefits program which provided neither employer-subsidized post-retirement medical coverage under the GE Life Disability and Medical Plan nor participation in the GE Pension Plan for all of its employees, or the segment of its employees in which such Employee is included; or (ii) an Affiliate that elects to participate in the GE Retirement Savings Plan on or after January 1, 2011 as part of a benefits program which provides neither participation in the GE Pension Plan nor designation of Retirement Contribution Participant status under the GE Retirement Savings Plan for all of its employees, or the segment of its employees in which such Employee is included, but in all cases, only to the extent such Affiliate elects to participate in this Part II, and such election is accepted by the Pension Board; or
(4)an Employee who has been continuously assigned to the GE executive or higher career band since January 1, 2021, and who was eligible for and participating under Part I of the Plan on December 31, 2020.
(b)Notwithstanding (a), in the event liabilities and assets under the GE Pension Plan attributable to an Employee have been transferred to a plan maintained by Martin Marietta Corporation (including successors) or to any other employer which is not an Affiliate, service performed by the Employee prior to such transfer shall be disregarded in determining (1) whether such Employee participated in this Plan on or before December 31, 2010 and (2) whether his first day of work for the Company while assigned to the GE executive or higher career band is on or after January 1, 2011. Consistent with the foregoing, if after disregarding such service, an Employee is deemed not to have participated in the Plan on or before December 31, 2010, and his first day of work for the Company while assigned to the GE executive or higher career band is deemed to be on or after January 1, 2011, this Part II (and not Part I) shall apply to such Employee.
(c)Further notwithstanding (a), any Executive Retirement Installment Benefit shall be contingent upon the Employee signing, not revoking, and complying with the terms of a Release. Such Release must be in a form acceptable to General Electric Company, executed by the deadline established by General Electric Company (which shall be no later than 45 days following the date of the Employee’s Termination Date), and not revoked.
(d)An Employee who was eligible to participate under this Part II of the Plan and who, before becoming entitled to a benefit under this Part II of the Plan, left the Service of the Company and all Affiliates shall not, during any period of reemployment with the Company that commences on or after January 1, 2021, again become eligible for an Executive Retirement Installment Benefit under this Part II of the Plan or accrue a new benefit under the Plan.
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(e)An Employee who was eligible to participate in this Plan on January 1, 2021, but who has ceased to be eligible for the Plan as described in (a) solely as a result of no longer being assigned to the GE executive or higher career band on or after January 1, 2021, shall not earn any additional benefits under the Plan for any periods beginning on or after January 1, 2021, during which such Employee is again assigned to the GE executive or higher career band. Such an Employee is, however, eligible to receive the Executive Retirement Installment Benefit the Employee has accrued if the Employee meets the requirements of Section XVI, XVII, XVIII, or XX of the Plan, even if the Employee is not assigned to the GE executive or higher career band as of the date he meets the applicable requirements of such Section.
Section II.Executive Retirement Installment Benefits
(a)An Executive Retirement Installment Benefit shall be payable to an eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), and (ii) whose Termination Date is on or after his 65th birthday equal to the sum of the following three amounts (if any):
(1)10% multiplied by his Benefit Service as a participating Employee while assigned to the GE executive career band multiplied by his Average Annual Compensation.
(2)14% multiplied by his Benefit Service as a participating Employee while (i) assigned to the GE senior executive career band, with respect to Benefit Service before January 1, 2022, and (ii) an Executive Director or Senior Executive Director, with respect to Benefit Service after December 31, 2021, multiplied by his Average Annual Compensation.
(3)18% multiplied by his Benefit Service as a participating Employee while (i) a GE officer, with respect to Benefit Service before January 1, 2022, and (ii) a Vice President, Group Vice President, or Senior Vice President (and above), with respect to Benefit Service after December 31, 2021, multiplied by his Average Annual Compensation.
(b)A reduced Executive Retirement Installment Benefit shall be payable to an eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), and (ii) whose Termination Date is before his 65th birthday, but who terminates Service with the Company on or after his 60th birthday, equal to:
(1)for a Termination Date on or after an Employee’s 60th birthday, the amount calculated under subsection (a), reduced by 5/12% for each month from the day payments commence under Section XIX (Time and Form of Payment) to Normal Commencement Date, up to a maximum reduction of 25%; or
(2)for a Separation from Service before the Employee’s 60th birthday in the case of an Employee who nevertheless qualifies for an Executive Retirement Installment Benefit by remaining in Service with the Company until his 60th birthday, 75% of the amount calculated under subsection (a).
(c)In all cases (subject to Section XXI(h)), Executive Retirement Installment Benefits shall only take into account Compensation as of the Termination Date, even if an Employee remains in Service with the Company thereafter or has a Separation from Service thereafter. Similarly, Executive Retirement Installment Benefits shall only take into account Benefit Service as of the date of termination of Service with the Company.
(d)An Executive Retirement Installment Benefit shall not be payable with respect to an Employee who terminates Service with the Company before his 60th birthday, except as specifically provided in Sections XVII (Disability Retirement), XVIII (Special Benefit Protection) and XX (Payments Upon Death), or except as may otherwise be provided by virtue of an exercise of Company discretion under Section XIV(b) or an exercise of Company discretion in the case of an Employee with less than 25 years of Eligibility Service who transfers to a successor employer.
(e)The terms “GE executive career band,” “GE senior executive career band”, “GE officer”, “Executive Director”, “Senior Executive Director”, “Vice President”, “Group Vice President”, and “Senior Vice President” refer to those classifications as determined for purposes of this Part II by the General Electric Company in its sole discretion, and not any Affiliate. Consistent with the foregoing, an Employee must be so determined to be an officer of the General Electric Company and not an Affiliate to be eligible for the accrual rate described in paragraph (a)(3).
(f)For purposes of this Part II, an Employee who has a Separation from Service shall only be treated as remaining in Service with the Company while he is on protected service in accordance with established Company procedures.
Section III.Disability Retirement
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(a)An Executive Retirement Installment Benefit shall be payable to an eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), and (ii) who prior to his 60th birthday:
(1)either retires on a Disability Pension under Section VII of the GE Pension Plan or, if he has not accrued a benefit under the GE Pension Plan, would qualify to so retire if he had accrued such a benefit, but in such a case using Eligibility Service when applying the 15 years of service requirement in Section VII of the GE Pension Plan; and
(2)qualifies as disabled by receiving income replacement benefits under a Company plan for a period of not less than three months and otherwise meeting the requirements under Treasury regulation section 1.409A-3(i)(4) and regulations and other guidance issued thereunder.
(b)The amount of an Executive Retirement Installment Benefit under subsection (a) shall equal 75% of the amount calculated under Section XVI(a), taking into account only Benefit Service and Compensation as of the Termination Date (subject to Section XXI(h)).
Section IV.Special Benefit Protection
(a)An Executive Retirement Installment Benefit shall be payable to a former eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), (ii) who terminates Service with the Company before his 60th birthday and after completion of 25 or more years of Eligibility Service (or is credited with 25 or more years of Eligibility Service as a result of Company or Pension Board action in connection with Section XVIII(a)(2) below), and (iii) who meets one of the following conditions:
(1)The Employee’s Service is terminated because of a Plant Closing.
(2)The Employee’s Service is terminated for transfer to a Successor Employer. For the avoidance of doubt, this Section XVIII(a) shall not apply to any Employee if all Plan liabilities with respect to the Employee are transferred to a spin-off plan maintained by such Successor Employer or an affiliate thereof.
(3)The Employee’s Service is terminated after one year on layoff with protected service.
(b)The amount of an Executive Retirement Installment Benefit under subsection (a) shall equal 75% of the amount calculated under Section XVI(a), taking into account only Compensation as of the Termination Date (subject to Section XXI(h)) and Benefit Service as of the date of termination of Service with the Company.
(c)In the event General Electric Company announces its intention to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries, Employees of any such GE Capital operations to be disposed of or discontinued in connection with such action will be eligible for Special Benefit Protection treatment as described in this Section XVIII by meeting the conditions for such treatment set forth in this Section XVIII, except that they will only be required to have completed at least 10 years (instead of 25 years) of Pension Qualification Service as of their termination because of a Plant Closing, transfer to Successor Employer or layoff after one year on protected service. This paragraph (c) shall not apply to an Employee who terminates Service for any other reason, or is assigned to (or offered employment with) any continuing operation of the Company or any Affiliate (including a continuing GE Capital operation). This paragraph (c) also shall not apply unless the Employee executes a release of liability and claims on such terms and in such manner as the Company may require in its absolute discretion. Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (c), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
This paragraph (c) is intended to serve as a special retention arrangement in connection with General Electric Company’s announcement to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries. This paragraph (c) shall not apply to any employee who terminates service prior to such an announcement or is on protected service at the time of such announcement, except as otherwise provided by the Pension Board in its absolute discretion.
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(d)Employees of the General Electric Company (“GE”) corporate division who are laid off as a result of the November 9, 2021 announcement to restructure into three industry leading public companies focused on aviation, healthcare and energy (the “Transition”) will be eligible for Special Benefit Protection treatment described in this Section XVIII by meeting the conditions for such treatment set forth in this Section XVIII, except that the service eligibility requirement will be met if they have completed at least 10 years (instead of 25 years) of Eligibility Service as of their Separation from Service, or would have completed at least 10 years of Eligibility Service by December 31, 2023. This paragraph (d) shall not apply to an Employee who (i) works within the ongoing financial business segments of Energy Financial Services, North America Life and Health or Bank BPH or (ii) as of March 1, 2022, is an executive officer and Senior Vice President or above of GE. Nor shall this paragraph (d) apply to an Employee who (i) is laid off from the corporate division of GE for any other reason or (ii) is laid off from any other business or division of GE, except that employees of the GE corporate division (other than those excluded by the prior sentence) who transfer directly to a GE Aerospace or GE Energy employer after January 4, 2023 and prior to the GE Energy business ceasing to be an Affiliate of GE shall be eligible for the treatment described in this paragraph (d) upon their subsequent layoff or eligibility for severance payments from such employer, provided they have completed at least 10 years of Pension Qualification Service at that time. This paragraph (d) shall not apply unless the Employee executes a Release on such terms and in such manner as the Company may require in its absolute discretion and in accordance with Section XV(c). Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (d), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
Section V.Time and Form of Payment
(a)Executive Retirement Installment Benefits shall be paid in 10 annual installments, each of which shall equal the amount calculated under Section XVI, XVII or XVIII, as applicable, divided by 10.
(b)The first annual installment of an Executive Retirement Installment Benefit described in subsection (a) shall be paid as of the first day of the month following the later of (1) three completed calendar months after Separation from Service (or six completed calendar months after Separation from Service in the case of a Specified Employee), or (2) the Employee’s 60th birthday. Notwithstanding the foregoing, in the case of payments made under Section XVII (Disability Retirement), the first annual installment of an Executive Retirement Installment Benefit shall be paid as of the first day of the month following six completed calendar months after Separation from Service. The remaining nine annual installments shall be paid as of the anniversary of the date set forth above.
(c)No interest shall be earned or paid with respect to any Executive Retirement Installment Benefits, including any payments upon death under Section XX.
(d)The Company shall be entitled to withhold all applicable withholding taxes, including, but not limited to, federal income taxes, Federal Insurance Contributions Act (“FICA”) taxes, and state income taxes, from an Employee’s Executive Retirement Installment Benefit. The present value of an Employee’s Executive Retirement Installment Benefit is required by law to be subject to FICA taxation (Social Security tax, Medicare tax, and if applicable, additional Medicare tax) on the date on which the present value of the Employee’s Executive Retirement Installment Benefit becomes reasonably ascertainable. As a condition of participation in the Plan, the Employee shall be required to make arrangements to satisfy the required FICA tax withholding, including being required to remit to the Company the amount necessary to satisfy his or her withholding requirements. The Company shall have the power and the right to withhold the amount necessary to satisfy an Employee’s FICA tax obligation from the amount payable under the Plan or to establish other means to satisfy such obligation, including, to the extent permitted by law, the Company’s payment of any required tax on the Employee’s behalf subject to repayment by the Employee, as specified under a policy adopted by the Pension Board.
(e)Notwithstanding any provision of this Plan to the contrary, if an Employee’s employment is terminated for Cause or if the Pension Board determines in its sole discretion that an Employee has engaged in conduct that (i) constitutes a breach of the Release, (ii) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or an Affiliate or (iii) occurred prior to the Employee’s Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Employee’s Separation From Service), the Employee shall forfeit the Employee’s right to any unpaid Executive Retirement Installment Benefit under this Plan and may be required to repay any amounts previously paid under the Plan to the extent recovery is permitted by law.
The remedy under this subsection (e) is not exclusive and shall not limit any right of the Company or any Affiliate under applicable law, including (but not limited to) a remedy under (i) Section 10D of the Securities Exchange Act of 1934, as amended, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.
Section VI.Payments Upon Death
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(a)If death occurs after installments of an Executive Retirement Installment Benefit have commenced under Section XIX(b), but before all 10 annual installments have been paid, the remaining installments shall continue to be paid to the Employee’s designated beneficiary as of the yearly anniversary specified in Section XIX(b).
(b)If an eligible Employee who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee who dies after December 31, 2020), dies while in Service with the Company and before installments of an Executive Retirement Installment benefit have commenced under Section XIX(b), a death benefit shall be paid to his designated beneficiary under this Section XX(b), and not any other provision of this Part, equal to:
(1)if death occurs on or after the Employees 65th birthday, the amount calculated under section XVI(a);
(2)if death occurs after the Employee’s 60th birthday but before his 65th birthday, the amount calculated under Section XVI(a), reduced by 5/12% for each month from the day payments commence (as described below) to what would have been the Employee’s Normal Commencement Date; or
(3)if death occurs on or before the Employee’s 60th birthday, 75% of the amount calculated under Section XVI(a).
Death benefits under this Section XX(b) shall take into account only Benefit Service and Compensation as of death (or the Termination Date, if earlier). Such death benefits shall be paid in 10 equal annual installments (the amount determined under paragraph (1), (2) or (3) as applicable, divided by 10). The first annual installment shall be paid as of the first day of the month following three completed calendar months after death. The remaining nine annual installments shall be paid as of the anniversary of the date in the preceding sentence.
(c)If a former eligible Employee who is not in Service with the Company dies after satisfying all requirements hereunder to become entitled to receive an Executive Retirement Installment Benefit, but before payment of such benefit begins under Section XIX(b), a death benefit shall be paid to his designated beneficiary at the same time, in the same form (10 annual installments) and in the same amount as if the former Employee had survived and his benefit had commenced as scheduled.
(d)The designated beneficiary is the beneficiary or beneficiaries designated by the Employee on a beneficiary designation form properly filed by the Employee in accordance with established administrative procedures, or if there is no such designated beneficiary, the Employee’s estate. Employees may name and change beneficiaries without the consent of any person.
Section VII.Impact of Reemployment and Other Status Changes
(a)An Executive Retirement Installment Benefit that has commenced shall not stop, and the form of payment shall not be altered, upon reemployment.
(b)If an Employee is reemployed after becoming entitled to an Executive Retirement Installment Benefit but before payment of such benefit has begun, payment shall commence and be made as if the Employee had not been reemployed.
(c)An Employee who is reemployed by the Company on or after January 1, 2021, after becoming entitled to or after commencing an Executive Retirement Installment Benefit shall not be eligible for any benefits under the Plan with respect to the Employee’s period of reemployment, and the amount of the Executive Retirement Installment Benefit to which such Employee was entitled prior to reemployment shall not change as a result of the Employee’s reemployment.
(d)In the case of reemployment by the Company before January 1, 2021, any post-reemployment benefit:
(1)shall be subject to the principles of this Part II as if it were a separate benefit; but
(2)shall be calculated by subtracting (i) any benefit payable for the period prior to such reemployment from (ii) any benefit determined as of the subsequent Termination Date and payable as of the subsequent Separation from Service, taking into account for purposes of this clause (ii) all Benefit Service and Compensation (including pre-reemployment Benefit Service and Compensation) as of the subsequent Termination Date.
Consistent with the foregoing, if a post-reemployment benefit is payable consistent with the principles of this Part II, such benefit shall be paid at the time and in the form prescribed by Section XIX (Time and Form of Payment), and the provisions of Section XX (Payments Upon Death) shall apply separately to the post-reemployment benefit, in both cases disregarding how any pre-reemployment benefit is being or has been paid.
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(e)If an Employee was eligible for an Executive Retirement Installment Benefit, leaves the Service of the Company and all Affiliates before becoming entitled to such benefit, and is rehired by the Company on or after January 1, 2021, such Employee shall not become entitled to the Executive Retirement Installment Benefit for which the Employee was previously eligible, and such Employee’s prior Benefit Service, Annual Average Compensation, and Eligibility Service shall be forfeited. Such Employee also shall not be eligible for any post-reemployment benefit under the Plan.
(f)If an Employee was eligible for an Executive Retirement Installment Benefit, has a Termination Date before becoming entitled to such benefit, and remains continuously in the Service of the Company or an Affiliate following such Termination Date until the Employee is reemployed by the Company (including reemployment following a transfer to the Company from an Affiliate) on or after January 1, 2021:
(1)such Employee shall have the Eligibility Service, Benefit Service, and Annual Average Compensation that were credited to the Employee as of the Employee’s Termination Date reinstated as of the Employee’s first day of reemployment with the Company;
(2)such Employee shall be credited with Eligibility Service for service with an Affiliate to the extent such service is RSP Service as defined in the GE Retirement Savings Plan, regardless of whether the Employee is described in subsection (a) of the definition of “Eligibility Service” in Section XXII; and
(3)the Executive Retirement Installment Benefit to which such Employee may become entitled during a period of reemployment with the Company shall be calculated taking into account only the Employee’s Benefit Service and Compensation as of the Employee’s most recent Termination Date preceding the Employee’s first period of reemployment with the Company that begins on or after January 1, 2021.
(g)Principles similar to those in subsections (a) through (f) shall apply if an Employee is reemployed more than once.
(h)Prior to January 1, 2021, if an Employee ceased to be eligible to continue accruing Benefit Service solely because he was no longer assigned to the GE executive or higher career band, his Executive Retirement Installment Benefit was calculated taking into account his Compensation as an Employee attributable to periods after he was no longer so assigned, even though he could earn Benefit Service only during periods while so assigned. Notwithstanding any provision in this Plan to the contrary, the Executive Retirement Installment Benefit of such an Employee who was not assigned to the GE executive or higher career band on December 31, 2020, shall be calculated taking into account only his Compensation as an Employee earned through December 31, 2020, regardless of whether such Employee is again assigned to the GE executive or higher career band on or after January 1, 2021. Further notwithstanding any provision in this Plan to the contrary, the Executive Retirement Installment Benefit of an Employee who ceases to be eligible to continue accruing Benefit Service on or after January 1, 2021, solely because he is no longer assigned to the GE executive or higher career band shall be calculated taking into account only his Compensation earned as an Employee prior to such change in career band. An Employee described in this Section XXI(h) who is again assigned to the GE executive or higher career band during a period of time beginning on or after January 1, 2021, shall not accrue Benefit Service during such period.
Section VIII.Definitions
The following terms have the following meanings when used in Part II.
Benefit Service – means service as an Employee (including during a bona fide leave of absence) while assigned to the GE executive or higher career band and while eligible to participate in either:
(a)the GE Pension Plan; or
(b)the GE Retirement Savings Plan as either:
(1)a Retirement Contribution Participant; or
(2)otherwise, but only in the case of an Affiliate that has made an applicable election described in Section XV(a)(3) and then only for periods after such election is effective;
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provided, however, that Benefit Service shall not include (A) service performed before 2011 or service during any period after an Employee terminates Service with the Company; (B) service performed by an Employee during a period of reemployment with the Company (including reemployment following a transfer to the Company from an Affiliate) that begins on or after January 1, 2021; (C) service performed during a period of time on or after January 1, 2021, by an Employee who ceased to be eligible to continue accruing Benefit Service solely because he was no longer assigned to the GE executive or higher career band and who is again assigned to the GE executive or higher career band on or after January 1, 2021; or (D) service performed while participating in Part I of the Plan before January 1, 2021.
In addition, Benefit Service for any period in which an Employee works on a part-time schedule of less than 35 hours per week shall be reduced in accordance with established administrative procedures based on the ratio of the Employee’s part-time schedule to full-time schedule.
Notwithstanding the foregoing, Benefit Service shall also include any period of Service with the Company or an Affiliate as the Pension Board may otherwise provide by rules and regulations issued with respect to this Plan; and any period of service with another employer as may be approved from time to time by the Chairman of the Board but only to the extent that any conditions specified in such approval have been met. Any grant of Benefit Service under the preceding sentence may also specify which accrual rate (the rate prescribed in Section XVI(a)(1), (a)(2) or (a)(3)) applies to such Benefit Service.
The Pension Board may also adopt such rules as it deems necessary for determining an Employee’s Benefit Service, and for determining which accrual rate (the rate prescribed in Section XVI(a)(1), (a)(2) or (a)(3)) applies to such Benefit Service.
Cause – means, as determined in the sole discretion of the Pension Board, an Employee’s:
(a)breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or an Affiliate or breach of a material term of any other agreement between the Employee and the Company or an Affiliate;
(b)engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or an Affiliate;
(c)commission of an act of dishonesty, fraud, embezzlement or theft;
(d)conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude; or
(e)failure to comply with the Company’s and all Affiliates’ policies and procedures, including but not limited to The Spirit and Letter.
Company – means:
(a)Company as defined in the GE Pension Plan; and
(b)any other Affiliate that adopts this Plan on or after January 1, 2011, as approved by the Pension Board (including an Affiliate that has made an applicable election described in Section XV(a)(3)).
Eligibility Service – means:
(a)RSP Service as defined in the GE Retirement Savings Plan (RSP) for (1) an Employee who is a Retirement Contribution Participant under the RSP, or (2) an Employee of an Affiliate that has made an applicable election described in Section XV(a)(3); and
(b)Pension Qualification Service as defined in the GE Pension Plan for all other Employees.
For Employees described in subsection (a) of this definition, Eligibility Service also includes periods of protected service credited under established Company procedures, such as in connection with a layoff or permanent disability, that are not credited as RSP Service. An Employee who was previously eligible for but did not become entitled to an Executive Retirement Installment Benefit as of the Employee’s Termination Date, who leaves the Service of the Company and all Affiliates, and who is reemployed with the Company or an Affiliate on or after January 1, 2021, shall not have any prior Eligibility Service reinstated and shall not be credited with or accrue any Eligibility Service during any such period of reemployment.
The Pension Board may adopt such rules as it deems necessary for determining an Employee’s Eligibility Service.
Employee – means Employee as defined in the GE Pension Plan, but substituting the term “Company” as defined in this Section XXII for the term “Company” as used in the definition of Employee in the GE Pension Plan.
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Normal Commencement Date – means the first day of the month following three completed calendar months after an Employee’s 65th birthday, except that in the case of a Specified Employee whose benefit has been delayed for six completed calendar months pursuant to Section XIX(b)(1), it means the first day of the month following six completed calendar months after his 65th birthday.
GE Pension Plan – means the GE Pension Plan, as defined in Section II(g).
GE Retirement Savings Plan – means the GE Retirement Savings Plan, as amended and renamed from time to time.
Termination Date – means the earlier of the date of an Employee’s Separation from Service or termination of Service with the Company.
Section IX.Effect of Certain Plan Provisions
(a)The following provisions of Part I shall not apply to Part II:
Section I, except the penultimate paragraph thereof
Section II(a)
Section II(b)
Section II(c)
Section II(e)
Section II(h)
Section II(i)
Section II(j)
Section II(l)
Section II(m)
Section III(a)
Section III(c)
Section IV
Section V
Section VI
Section VII
Section VIII
Section IX
Section X
Section XIII
(b)The remaining provisions of Part I, or the underlying principles of such provisions, shall apply to Part II. Consistent with the foregoing and without limiting the scope of this subsection (b):
(1)the Board of Directors may, in its sole discretion, terminate, suspend or amend the Executive Retirement Installment Benefit set forth in this Part II consistent with the principles of Section XII in the same manner that the Supplementary Pension Annuity Benefit in Part I may be so terminated, suspended or amended;
(2)the Pension Board shall have the same powers, authority and absolute discretion with respect to the Executive Retirement Installment Benefit in this Part II that it has with respect to the Supplementary Pension Annuity Benefit in Part I consistent with the principles of Section XI; and
(3)the definition of Non-Grandfathered Plan Benefit in Section ll(j) shall include all benefits earned under Part II.
(c)No provisions of Part II shall apply to Part I, except that, as described in the Introduction, the service disregard rule in Section XV(b) shall apply in determining eligibility for Part I.
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Appendix A
GE HealthCare and GE Energy Spin-Offs
Section I. Allocation of Employees
Effective January 1, 2023 (the “Plan Spin-Off Date”), in anticipation of General Electric Company’s split into three separate companies comprising its aviation, healthcare and energy businesses, respectively, the HealthCare Benefit Liabilities and Energy Benefit Liabilities (each as defined below) are transferred to the GE HealthCare Supplementary Pension Plan and the GE Energy Supplementary Pension Plan, respectively (each a “Spin-Off Plan”) as described in this Appendix A (the “Plan Spin Off”). Effective immediately prior to the Plan Spin-Off Date, the entities within GE HealthCare and GE Energy are no longer participating companies under the Plan. Each individual whose benefit is a HealthCare Benefit Liability or an Energy Benefit Liability is an “Affected Transferee.” Except as otherwise set forth in this Appendix A (with respect to Reverse Plan Spin-Offs), an Affected Transferee who becomes employed by the Company on or after the Plan Spin-Off Date shall be ineligible to participate in the Plan.
•The HealthCare Benefit Liabilities are the benefits and liabilities under the Plan for (i) active employees of GE HealthCare, (ii) most former employees of General Electric Company’s healthcare business, and (iii) certain former employees whose last employer of record within General Electric Company and its Affiliates is not attributable to any of General Electric Company’s aviation, healthcare, or energy businesses (or is attributable to General Electric Company’s aviation or energy businesses in limited cases), in each case as determined by General Electric Company in its sole discretion and identified on a list maintained in the records of General Electric Company.
•The Energy Benefit Liabilities are the benefits and liabilities under the Plan for (i) active employees of GE Energy, and (ii) most former employees of General Electric Company’s energy business, in each case as determined by General Electric Company in its sole discretion and identified on a list maintained in the records of General Electric Company.
Consistent with treatment under the GE Pension Plan, benefits and liabilities for certain former employees of General Electric Company’s healthcare and energy businesses will remain in the Plan, as determined by General Electric Company in its sole discretion and identified on a list maintained in the records of General Electric Company. (For the avoidance of doubt, with respect to individuals who have accrued GE Pension Plan benefits as of the Plan Spin-Off Date, the HealthCare Benefit Liabilities and the Energy Benefit Liabilities are the benefits and liabilities under the GE Supplementary Pension Plan for individuals whose benefits under the GE Pension Plan are transferred as of the Plan Spin-Off Date to the GE HealthCare Pension Plan or the GE Energy Pension Plan, as applicable.)
Effective immediately prior to the Plan Spin-Off Date, the Affected Transferees (including, as applicable, their beneficiaries) shall cease to be participants in the Plan, shall no longer be entitled to any benefit payments from the Plan, and shall no longer have any rights whatsoever under the Plan (even if the Affected Transferee is subsequently employed by, or has service with, General Electric Company or its Affiliates, unless the Affected Transferee’s benefit is transferred back to this Plan in accordance with this Appendix A). Effective on the Plan Spin-Off Date, the Affected Transferees shall become participants in the applicable Spin-Off Plan. Each Affected Transferee’s status under the applicable Spin-Off Plan on the Plan Spin-Off Date shall be the same as the Affected Transferee’s status under the Plan immediately prior to the Plan Spin-Off Date. For the avoidance of doubt, (i) each Affected Transferee’s service with General Electric Company and its Affiliates credited under this Plan immediately prior to the Plan Spin-Off Date shall be credited under the applicable Spin-Off Plan, and (ii) no Affected Transferee shall be treated as incurring a termination of employment, separation from service, vesting, retirement or similar event for purposes of determining the right to a distribution, benefits or any other purpose under this Plan solely as a result of the Plan Spin-Off or the corporate spin-offs of General Electric Company’s healthcare and energy businesses.
Section II. Transfer of Benefits and Liabilities
The Plan Spin-Off shall be effected in accordance with the applicable requirements of this instrument. The accrued benefit of each Affected Transferee under the Plan immediately before the Plan Spin-Off shall become his accrued benefit under the applicable Spin-Off Plan immediately after the Plan Spin-Off.
Following the Plan Spin-Off, the sponsor of the Spin-Off Plan and its affiliates shall have exclusive responsibility for paying benefits under the Spin-Off Plan and for all payment obligations thereunder.
Section III. Transfers from this Plan after the Plan Spin-Off Date
Following the Plan Spin-Off Date, if an individual with an accrued benefit under the Plan (1) transfers employment directly to an Affiliate of General Electric Company that is part of GE HealthCare or GE Energy or (2) is hired by an Affiliate of General Electric Company that is part of GE HealthCare or GE Energy, the benefits and liabilities for such individual shall be transferred from this Plan to the GE HealthCare Supplementary Pension Plan or the GE Energy Supplementary Pension Plan, as applicable (each such transfer to a Spin-Off Plan, a “Subsequent Plan Spin-Off”). (For the avoidance of doubt, no Subsequent Plan Spin-Off shall occur in connection with a transfer of employment if such individual’s former employer is not an Affiliate when the individual becomes employed by his new employer.)
Each Subsequent Plan Spin-Off shall be completed in a manner consistent with Sections I and II of this Appendix A and the individual subject to the Subsequent Plan Spin-Off shall be treated as an “Affected Transferee;” provided, however, that the “Plan Spin-Off Date” shall be: (i) if the individual does not have a benefit under the GE Pension Plan, the date of such individual’s transfer of employment or hire, as applicable, or (ii) if the individual has a benefit under the GE Pension Plan, the date of the corresponding transfer of such individual’s benefit under the GE Pension Plan.
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If the Subsequent Plan Spin-Off occurs after the Affected Transferee’s transfer of employment or hire, such Affected Transferee shall continue to accrue service and benefits (if applicable) for the period until the Subsequent Plan Spin-Off (unless the Affected Transferee’s new position involves a change in status under the terms of the Spin-Off Plan), such that the Affected Transferee’s benefit under the Spin-Off Plan after the Subsequent Plan Spin-Off shall be the same as if the Subsequent Plan Spin-Off had occurred at the time of the applicable transfer of employment or rehire.
Immediately after the Subsequent Plan Spin-Off, each Affected Transferee included in the Subsequent Plan Spin-Off shall cease to be a participant in the Plan (and shall become a participant in the Spin-Off Plan). No individual whose benefits are transferred from the Plan to the GE HealthCare Supplementary Pension Plan or the GE Energy Supplementary Pension Plan shall have any claims or rights against General Electric Company or any of its Affiliates in respect of benefits under the Plan.
Section IV. Transfers to this Plan after the Plan Spin-Off Date
Following the Plan Spin-Off Date, if an individual with an accrued benefit under a Spin-Off Plan (1) transfers employment directly to General Electric Company or an Affiliate of General Electric Company that is not part of GE HealthCare or GE Energy or (2) is hired by General Electric Company or an Affiliate of General Electric Company that is not part of GE HealthCare or GE Energy, at a time when the sponsor of the applicable Spin-Off Plan is still an Affiliate of General Electric Company (each such individual, a “Transferred Participant”), the benefits and liabilities for such Transferred Participant shall be transferred from the applicable Spin-Off Plan to the Plan (each such transfer to the Plan, a “Reverse Plan Spin-Off”). Such Reverse Plan Spin-Off shall be effective: (i) if the Transferred Participant does not have a benefit under the GE HealthCare Pension Plan or GE Energy Pension Plan, upon the date of the Transferred Participant’s transfer of employment or hire, as applicable, or (ii) if the Transferred Participant has a benefit under the GE HealthCare Pension Plan or GE Energy Pension Plan, the date that the Transferred Participant’s benefit under such pension plan transfers to the GE Pension Plan (the “Transfer Date”). Each such Transferred Participant shall resume participation in the Plan upon the Transfer Date. Regardless of whether the Transfer Date is the same as the date of the change in employment, the Transferred Participant’s status under the Plan as of the Transfer Date shall be the same as if the Reverse Plan Spin-Off had occurred at the time of the change in employment (preserving the Transferred Participant’s status under the Spin-Off Plan immediately prior to such change in employment, unless the Transferred Participant’s new position involves a change in status under the Plan), with service crediting and benefit accrual (if applicable) for periods after the change in employment being determined in accordance with the Plan’s rules for the Transferred Participant’s new position. (For the avoidance of doubt, no Reverse Plan Spin-Off shall occur in connection with a transfer of employment if such individual’s former employer is not an Affiliate when the individual becomes employed by his new employer.)
Each Reverse Plan Spin-Off shall be effected in accordance with the applicable requirements of this instrument. The accrued benefit of the Transferred Participant under the applicable Spin-Off Plan immediately before the Reverse Plan Spin-Off shall become his accrued benefit under the Plan immediately after the Reverse Plan Spin-Off.
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Exhibit 10(b)
GE Energy Supplementary Pension Plan
Effective as of January 1, 2023
Introduction
The GE Supplementary Pension Plan consists of two parts as set forth herein. Part I describes Supplementary Pension Annuity Benefits, and Part II describes Executive Retirement Installment Benefits.
Effective January 1, 2023 in anticipation of General Electric Company’s split into three separate companies comprising General Electric Company’s aviation, healthcare, and energy businesses, respectively, the benefits and liabilities under the GE Supplementary Pension Plan (renamed the GE Aerospace Supplementary Pension Plan) attributable to certain individuals are transferred to this Plan, as described in Appendix A. After December 31, 2022, no individual whose benefit is transferred to this Plan from the GE Supplementary Pension Plan (nor any of their beneficiaries) shall accrue additional benefits or service, or have any rights, under, or with respect to, the GE Supplementary Pension Plan (even if such individual is subsequently employed by, or has service with, the General Electric Company or the GE Affiliates), unless the individual’s benefit is transferred back to the GE Supplementary Pension Plan in accordance with Appendix A. Because this Plan is a continuation of the GE Supplementary Pension Plan, this document includes the provisions of the GE Supplementary Pension Plan that applied before January 1, 2023.
Notwithstanding any other provision to the contrary, effective January 1, 2011, Part I of the Plan is closed. Accordingly, an Employee shall be eligible for a Supplementary Pension Annuity Benefit only if he participated in this Plan on or before December 31, 2010 (and shall actually receive such benefit only if he meets all the other applicable requirements therefor). For purposes of determining whether an Employee participated in the Plan on or before December 31, 2010: (a) any period of service described in Section XV(b) shall be disregarded and (b) an Employee shall be deemed to have met such requirement if he waived participation in the GE Pension Plan, but was otherwise eligible to participate in this Plan and is not an Excluded Employee or Ineligible Employee under the GE Pension Plan.
Notwithstanding any other provision to the contrary, effective December 31, 2020, benefits under Part I of the Plan are frozen, and no Employee shall accrue benefits under Part I of the Plan after such date. Prior to January 1, 2021, Part I and Part II of the Plan provided mutually exclusive benefits, and eligible Employees earned their entire benefits under the Plan either under Part I or Part II, but not both. However, Employees who are eligible for and participating under Part I of the Plan on December 31, 2020, shall commence participation under Part II of the Plan on January 1, 2021. An Employee will be considered to be eligible for and participating under Part I of the Plan and will be eligible to participate under Part II of the Plan only if, on December 31, 2020, the Employee: (A) was assigned to the GE executive or higher career band; (B) was employed by the Company; and (C) was enrolled in the GE Pension Plan (i.e., had not waived or suspended participation in the GE Pension Plan).
Further notwithstanding any other provision to the contrary, Part II of the Plan is closed effective January 1, 2021. Accordingly, an Employee shall be eligible for an Executive Retirement Installment Benefit only if he was eligible for and participating under Part I or Part II of the Plan on December 31, 2020 (and shall actually receive such benefit only if he meets all the other applicable requirements therefor). For the avoidance of doubt, an Employee who was previously eligible for Part II of the Plan will not be eligible to accrue future Benefit Service under Part II of the Plan if, on December 31, 2020, the Employee: (A) was not assigned to the GE executive or higher career band or (B) was not employed by the Company.
The Pension Board may adopt such rules as it deems necessary to determine which Part of the Plan applies to which Employees.
As described in Section XXIII, certain provisions of Part I apply to Part II, but no provisions of Part II apply to Part I (except that the service disregard rule in Section XV(b) shall apply in determining which Part of the Plan applies to which Employees).
Part I: Supplementary Pension Annuity Benefits
(closed to new participants and frozen)
(closed to new participants and frozen)
As more fully described in the Introduction (and subject to the rules thereof), this Part I of the Plan is closed effective January 1, 2011, and an Employee shall be eligible to participate under this Part I (and not Part II) only if he participated in the Plan on or before December 31, 2010 (and shall actually receive a benefit under this Part only if he meets all the other applicable requirements therefor). In addition, effective December 31, 2020, benefits under Part I of the Plan are frozen, and no Employee shall accrue benefits under Part I of the Plan on and after such date. Employees who were eligible for and participating under this Part I of the Plan on December 31, 2020, shall commence participation under Part II of the Plan on January 1, 2021.
Section I.Eligible Employees
Each Employee who (i) participated in the Plan on or before December 31, 2010, (ii) is assigned to the Sponsor’s executive or higher career band (or a position of equivalent responsibility as determined by the Pension Board), (iii) has five or more years of Pension Qualification Service and (iv) is a participant in the GE Pension Plan shall be eligible to participate, and shall participate, in this Supplementary Pension Plan to the extent of the benefits provided herein, provided that:
(a)the foregoing shall not apply to an Employee of a Company other than the Sponsor which has not agreed to bear the cost of this Plan with respect to its Employees;
(b)except as provided in Section V, an Employee who retires under the optional retirement provisions of the GE Pension Plan before the first day of the month following attainment of age 60, or an Employee who leaves the Service of the Company before attainment of age 60, shall not be eligible for a Supplementary Pension under this Plan; and
(c)no individual shall accrue a benefit under this Part I in respect of any period after December 31, 2020.
An employee of any other company who participates in the GE Pension Plan, though the employing company does not participate in the GE Pension Plan, shall be eligible for benefits under this Plan, provided that such employee meets the job position requirement specified above, and the employee’s participation in the Supplementary Pension Plan is accepted by the Pension Board.
An Employee who was eligible to participate in this Plan by virtue of his assigned position level or position of equivalent responsibility throughout any consecutive three years of the fifteen year period ending on either the last day of the month preceding his termination of Service date for retirement or December 31, 2020, and who meets the other requirements specified in this Section shall be eligible for the benefits provided herein even though he does not meet the eligibility requirements on the date his Service terminates.
The Chief Executive Officer of the Sponsor, or his delegate, may approve the continued participation in the Plan of an individual who is localized outside the United States as an employee of the Company or an Affiliate and who otherwise meets all of the eligibility conditions set forth herein during such localization. The designated individual’s service and pay while localized, with appropriate offsets for local country benefits, shall be counted in calculating his Supplementary Pension. Such calculation and the individual’s entitlement to any benefits herein shall be determined consistent with the principles of the Plan as they apply to participants who are not localized, provided that the Chief Executive Officer, or his delegate, may direct such other treatment, if any, as he deems appropriate.
An Employee who was eligible to participate under this Part I of the Plan and who, before becoming entitled to a Supplementary Pension under this Part I of the Plan, left the Service of the Company and all Affiliates shall not again become eligible for a Supplementary Pension under this Part I of the Plan during any period of reemployment with the Company that commences on or after January 1, 2021.
Section II.Definitions
(a)Annual Estimated Social Security Benefit - The Annual Estimated Social Security Benefit shall mean the annual equivalent of the maximum possible Primary Insurance Amount payable, after reduction for early retirement, as an old-age benefit to an employee who retired at age 62 on January 1st of the calendar year in which occurred the earliest of the following three dates: (1) the Employee’s actual date of retirement, (2) the Employee’s date of death, or (3) December 31, 2020; provided, however, that in the case of an Employee who is a New Plan Participant on the date of his termination of Service, age 65 shall be substituted for age 62 above. Such Annual Estimated Social Security Benefit shall be determined by the Company in accordance with the Federal Social Security Act in effect at the end of the calendar year immediately preceding such January 1st.
For determinations which become effective on or after January 1, 1978, if an Employee has less than 35 years of Pension Benefit Service, the Annual Estimated Social Security Benefit shall be the amount determined under the first paragraph of this definition hereof multiplied by a factor, the numerator of which shall be the number of years of the Employee’s Pension Benefit Service to the earliest of the following three dates: (1) his date of retirement, (2) his date of death, or (3) December 31, 2020, and the denominator of which shall be 35.
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The Annual Estimated Social Security Benefit as so determined shall be adjusted to include any social security, severance or similar benefit provided under foreign law or regulation as the Pension Board may prescribe.
(b)Annual Pension Payable under the GE Pension Plan - The Annual Pension Payable under the GE Pension Plan shall mean the sum of (1) the total annual past service annuity, future service annuity and Personal Pension Account Annuity deemed to be credited to the Employee as of the earliest of the following three dates: (i) his date of retirement, (ii) his date of death, or (iii) December 31, 2020, plus any interest that is credited to the Personal Pension Account following December 31, 2020, and any additional annual amount required to provide the minimum pension under the GE Pension Plan and (2) with respect to pension amounts accrued through December 31, 2020, any annual pension (or the annual pension equivalent of other forms of payment) payable under any other pension plan, policy, contract, or government program attributable to periods for which Pension Benefit Service is granted by the Chairman of the Board or the Pension Board or is credited by the GE Pension Plan provided the Pension Board determines such annual pension shall be deductible from the benefit payable under this Plan. All such amounts shall be determined before application of any reduction factors for optional or disability retirement, for election of any optional form of Pension at retirement, a qualified domestic relations order(s), if any, or in connection with any other adjustment made pursuant to the GE Pension Plan or any other pension plan.
For the purposes of this paragraph, the Employee’s Annual Pension Payable under the GE Pension Plan shall include (1) the Personal Pension Account Annuity deemed payable to the Employee or the Employee’s spouse on the earliest of the following three dates: (i) the date of the Employee’s retirement, (ii) the date of the Employee’s death, or (iii) December 31, 2020, as the case may be, regardless of whether such annuity commenced on such date and (2) any interest that is credited to the Personal Pension Account following December 31, 2020.
(c)Annual Retirement Income - For Employees who retire on or after July 1, 1988 or who die in active Service on or after such date, an Employee’s Annual Retirement Income shall mean the amount determined by multiplying 1.75% of the Employee’s Average Annual Compensation by the number of years of Pension Benefit Service completed by the Employee at the earliest of the following three dates: (1) the date of his retirement, (2) the date of his death, or (3) December 31, 2020.
(d)Average Annual Compensation - For purposes of Part I of the Plan, Average Annual Compensation means one-third of the Employee’s Compensation for the highest 36 consecutive months during the last 120 completed months before the earliest of the following dates: (1) his date of retirement, (2) his date of death, or (3) December 31, 2020. For purposes of Part II of the Plan, Average Annual Compensation means one-third of the Employee’s Compensation for the highest 36 consecutive months during the last 120 completed months before the earliest of the following dates: (1) if the Employee is demoted, the later of (A) the date he ceases to be eligible to continue accruing Benefit Service solely because he is no longer assigned to the Sponsor’s executive or higher career band or (B) December 31, 2020; (2) his date of retirement; or (3) the date of his death. In computing an Employee’s Average Annual Compensation, his normal straight-time earnings shall be substituted for his actual Compensation for any month in which such normal straight-time earnings are greater. The Pension Board shall specify the basis for determining any Employee’s Compensation for any portion of the 120 completed months used to compute the Employee’s Average Annual Compensation during which the Employee was not employed by an employer participating in this Plan.
(e)Cause - For purposes of Part I of the Plan, “Cause” means, as determined in the sole discretion of the Pension Board, an Employee’s:
(1)breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or an Affiliate or breach of a material term of any other agreement between the Employee and the Company or an Affiliate;
(2)engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or an Affiliate;
(3)commission of an act of dishonesty, fraud, embezzlement or theft;
(4)conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude; or
(5)failure to comply with the Company’s and all Affiliate’s’ policies and procedures, including but not limited to The Spirit and Letter.
(f)Compensation - For periods after December 31, 1969, “Compensation” for the purposes of this Plan shall mean with respect to the period in question salary (including any deferred salary approved by the Pension Board as compensation for purposes of this Plan) plus:
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(1)for persons then eligible for Incentive Compensation, the total amount of any Incentive Compensation earned except to the extent such Incentive Compensation is excluded by the Board of Directors or a committee thereof;
(2)for persons who would then have been eligible for Incentive Compensation if they had not been participants in a Sales Commission Plan or other variable compensation plan, the total amount of sales commissions (or other variable compensation earned);
(3)for all other persons, the sales commissions and other variable compensation earned by them but only to the extent such earnings were then included under the GE Pension Plan;
plus any amounts (other than salary and those mentioned in clauses (1) through (3) above) which were then included as Compensation under the GE Pension Plan except any amounts which the Pension Board may exclude from the computation of “Compensation” and subject to the powers of the Committee under Section IX hereof.
For periods before January 1, 1970, “Compensation” for the purposes of this Plan has the same meaning as under the GE Pension Plan applying the rules in effect during such periods.
The definition set forth in this paragraph (e) shall apply to the calculation of any and all Supplementary Pension benefits payable on and after January 1, 1976. All such payments made prior to January 1, 1976 shall be determined in accordance with the terms of the Plan in effect prior to such date.
Notwithstanding any provision of the Plan to the contrary, in no event will Incentive Compensation, commissions and similar variable compensation paid after the end of the calendar year in which the Employee’s Service terminates be disregarded as Compensation hereunder as a result of the exclusion of such remuneration from Compensation under the GE Pension Plan pursuant to the last sentence of the first paragraph of the definition of “Compensation” set forth in Section XXVI therein.
Notwithstanding the foregoing, “Compensation” for purposes of Part I of the Plan shall not include amounts of any type earned by an Employee after December 31, 2020.
(g)GE Pension Plan – means, on and after January 1, 2023, the GE Energy Pension Plan, as amended from time to time. For periods before January 1, 2023, it means the GE Pension Plan, as then in effect.
(h)Grandfathered Employee - Grandfathered Employee means an Employee who did not accrue or acquire a non-forfeitable interest in any benefits hereunder on or after January 1, 2005.
(i)Grandfathered Plan Benefit - Grandfathered Plan Benefit means:
(1)in the case of Grandfathered Employees, their entire Supplementary Pension hereunder.
(2)in the case of Grandfathered Specified Employees, the accrued, non-forfeitable annuity to which the Grandfathered Specified Employee would have been entitled under this Plan if the Grandfathered Specified Employee voluntarily terminated employment on December 31, 2004, and received a payment of the benefits available from this Plan (A) on the earliest possible date allowed under this Plan to receive a payment of benefits following Separation from Service, and (B) in any payment form permitted under the GE Pension Plan on December 31, 2004. If a Grandfathered Specified Employee elects to receive benefits in the form of a 75% Alternative Survivor Benefit under the principles of Section IX.10 of the GE Pension Plan, then his Grandfathered Plan Benefit with respect to such form of distribution shall be the portion attributable to his accrued benefit as of December 31, 2004 as determined above and based on the methodology set forth in Section IX.10 of the GE Pension Plan for converting benefits to this form of distribution.
(j)Grandfathered Specified Employee - Grandfathered Specified Employee means a Specified Employee determined as of December 31, 2008 who had a non-forfeitable interest hereunder as of December 31, 2004.
(k)Non-Grandfathered Plan Benefit - Non-Grandfathered Plan Benefit means all of the Supplementary Pension payable under this Plan except for the Grandfathered Plan Benefit.
(l)Officers - Officers shall mean the Chairman of the Board, the Vice Chairmen, the President, the Vice Presidents (including Group Vice Presidents and Senior Vice Presidents), Officer Equivalents and such other Employees as the Committee referred to in Section IX hereof may designate.
(m)Pension Benefit Service - Pension Benefit Service shall have the same meaning herein as in the GE Pension Plan except that for periods before January 1, 1976, the term Credited Service as a full-time Employee shall also include all Service credited under the GE Pension Plan to such Employee for any period during which he was a full-time Employee for purposes of such GE Pension Plan.
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Pension Benefit Service shall also include:
(1)any period of service with the Company or an Affiliate as the Pension Board may otherwise provide by rules and regulations issued with respect to this Plan, and,
(2)any period of service with another employer as may be approved from time to time by the Chairman of the Board but only to the extent that any conditions specified in such approval have been met.
No Employee shall be credited with Pension Benefit Service for purposes of Part I of the Plan for any periods of employment after December 31, 2020. An Employee’s Pension Benefit Service that is reinstated after December 31, 2020, for purposes of the GE Pension Plan pursuant to Section XXI.3.a (Eligibility for Reinstatement) of such plan shall be reinstated for purposes of this Plan only if such Employee has been continuously in the Service of the Company or an Affiliate from January 1, 2021, until the date of such reinstatement.
(n)Pension Qualification Service - Pension Qualification Service shall have the same meaning herein as in the GE Pension Plan except that for periods before January 1, 1976 the term Credited Service used in determining such Pension Qualification Service shall mean only Service for which an Employee is credited with a past service annuity or a future service annuity under the GE Pension Plan (plus his first year of Service where such year is recognized as additional Credited Service under that Plan), except as the Pension Board may otherwise provide by rules and regulations issued with respect to this Plan. Pension Qualification Service that is credited to an Employee under the GE Pension Plan after December 31, 2020, including service with an Affiliate that is credited as Pension Qualification Service under Section XVI.2 (Transfer to and from Non-Participating Companies) of the GE Pension Plan, will continue to be credited as Pension Qualification Service under this Plan; provided, however, that an Employee who leaves the Service of the Company and all Affiliates at any time and is subsequently rehired by the Company or an Affiliate on or after January 1, 2021:
(1)will not have any Pension Qualification Service attributable to any earlier period of employment with the Company or an Affiliate reinstated, regardless of whether such Pension Qualification Service is reinstated under Section XXI.3.a (Eligibility for Reinstatement) or any other provision of the GE Pension Plan;
(2)will not be credited with any Pension Qualification Service attributable to service with an Affiliate that does not participate in this Plan, regardless of whether such service is credited as Pension Qualification Service under Section XVI.2 (Transfer to and from Non-Participating Companies) or any other provision of the GE Pension Plan; and
(3)will not be credited with Pension Qualification Service for purposes of this Plan with respect to the Employee’s period of reemployment.
(o)Release - Release means a release and waiver of claims which may include, among other things and where legally permissible, confidentiality, cooperation, non-competition, non-solicitation and/or non-disparagement requirements.
(p)Separation from Service - Separation from Service means an Employee’s termination of employment with the Company and all Affiliates (defined for purposes of this Plan as any company or business entity in which the Sponsor has a 50% or more interest whether or not a participating employer in the Plan); provided that, Separation from Service for purposes of the Plan shall be interpreted consistent with the requirements of Section 409A and regulations and other guidance issued thereunder. For purposes of clarity, any references in this Plan to Service in the context of determining the time or form of benefits will not extend beyond an Employee’s Separation from Service. For the avoidance of doubt, the spinoffs of GE HealthCare and GE Energy from the General Electric Company shall not be treated as a Separation from Service.
(q)Service of the Company or an Affiliate - An Employee is in the “Service of the Company or an Affiliate” if the Employee is employed by the Company or an Affiliate or has terminated employment with the Company and all Affiliates but has not had his protected service (also referred to as “continuous service”) terminated under established Company procedures. An Employee who “leaves the Service of the Company and all Affiliates” terminates employment with the Company and all Affiliates and has his protected (or continuous) service terminated under established Company procedures.
(r)Service with the Company - An Employee is in “Service with the Company” if the Employee is employed by the Company or has terminated employment with the Company but has not had his protected service (also referred to as “continuous service”) terminated under established Company procedures.
(s)Specified Employee - Specified Employee means a specified employee as described in the Company’s Procedures for Determining Specified Employees under Code Section 409A, as amended from time to time.
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All other terms used in this Plan which are defined in the GE Pension Plan shall have the same meanings herein as therein, unless otherwise expressly provided in this Plan.
Section III.Amount of Supplementary Pension at or After Normal Retirement
(a)The annual Supplementary Pension payable to an eligible Employee who retires on or after his normal retirement date within the meaning of the GE Pension Plan shall be equal to the excess, if any, of the Employee’s Annual Retirement Income, over the sum of:
(1)the Employee’s Annual Pension Payable under the GE Pension Plan;
(2)½ of the Employee’s Annual Estimated Social Security Benefit;
(3)the Employee’s annual excess benefit, if any, payable under the GE Excess Benefit Plan and/or any successor thereto; and
(4)The Employee’s annual benefit, if any, payable under the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan and/or any successor thereto.
Such Supplementary Pension shall be subject to the limitations specified in Section IX. An eligible Employee who did not retire hereunder before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement on or after his normal retirement date within the meaning of the GE Pension Plan in order to receive a Supplementary Pension computed under this Section III(a).
(b)The Supplementary Pension of an Employee who continues in the Service of the Company or an Affiliate after his normal retirement date shall not commence before his actual retirement date following Separation from Service, regardless of whether such Employee has attained age 70-½ and commenced receiving his pension under the GE Pension Plan.
(c)Consistent with established Company procedures, if an eligible Employee commences his Supplementary Pension at the time set forth in Section X(a) but remains in protected service for other purposes, his initial Supplementary Pension Plan benefit shall be based on his service credits earned up to the commencement date of his Supplementary Pension Plan benefit. Following the eligible Employee’s break in protected service, the dollar amount (but not the time or form of distribution) of the eligible Employee’s Supplementary Pension Plan benefit shall be adjusted consistent with such procedures to take into account any additional service credits the eligible Employee may have earned under the GE Pension Plan and any related offsets. For periods on and after January 1, 2021, “service credits” described in this Section III(c) shall not include Pension Benefit Service, which shall not be credited under Part I of this Plan to any Employee after December 31, 2020.
(d)For the avoidance of doubt, an individual who is not eligible for a benefit under the GE Pension Plan shall not be eligible for a Supplementary Pension, and benefits under this Plan shall be determined consistently with the intent not to duplicate benefits that are payable from another plan.
Section IV.Amount of Supplementary Pension at Optional or Disability Retirement
(a)The annual Supplementary Pension payable to an eligible Employee who, following attainment of age 60, retires hereunder on an optional retirement date within the meaning of Section V.1. of the GE Pension Plan shall be computed in the manner provided by Section III(a) (for an Employee retiring on his normal retirement date) but taking into account only Pension Benefit Service and Average Annual Compensation to the earlier of the actual date of optional retirement or December 31, 2020. Such Supplementary Pension shall be subject to the limitations specified in Section IX. In the event such Employee is a New Plan Participant on the date of his termination of Service, such Supplementary Pension, as so limited, shall be reduced to reflect commencement before his normal retirement date by applying the methodology provided under Section V.3. of the GE Pension Plan. Consistent with the foregoing, such reduction shall equal 5/12% for each month from the first month following such Employee’s Separation from Service to his normal retirement date. Said reduction shall not be imposed, however, in the event such Employee’s Separation from Service occurs on or after the Employee’s (1) attainment of at least age 62 and (2) completion of at least 25 years of Pension Qualification Service. An eligible Employee who did not retire hereunder before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement on an optional retirement date within the meaning of Section V.1 of the GE Pension Plan in order to receive a Supplementary Pension computed under this Section IV(a).
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(b)The annual Supplementary Pension payable to an eligible Employee who retires on a Disability Pension under Section VII of the GE Pension Plan and who qualifies as disabled by receiving income replacement benefits under a Company plan for a period of not less than three months and otherwise meeting the requirements under Treasury regulation section 1.409A-3(i)(4) and regulations and other guidance issued thereunder shall first be computed in the manner provided by Section III(a) (for an Employee retiring on his normal retirement date) taking into account only Pension Benefit Service and Average Annual Compensation to the earlier of the actual date of disability retirement or December 31, 2020. Such Supplementary Pension shall be subject to the limitations specified in Section IX. In the event the Employee is a New Plan Participant, such Supplementary Pension, as so limited, shall be reduced by 25% consistent with the methodology provided under Section VII.3. of the GE Pension Plan to reflect commencement before the Employee’s earliest optional retirement age. An eligible Employee who did not retire hereunder before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement on a Disability Pension under Section VII of the GE Pension Plan in order to receive a Supplementary Pension computed under this Section IV(b).
If the Disability Pension payable to the Employee under the GE Pension Plan is discontinued thereunder as a result of the cessation of the Employee’s disability prior to the attainment of age 60, the Supplementary Pension provided under this Section IV(b) shall be forfeited and the Employee shall only be eligible for a Supplementary Pension to the extent he separately qualifies under another provision set forth herein.
Section V.Special Benefit Protection for Certain Employees
(a)A former Employee whose Service with the Company is terminated on or after June 27, 1988, before attainment of age 60 and after completion of 25 or more years of Pension Qualification Service who does not withdraw his contributions from the GE Pension Plan before retirement and who meets one of the following conditions shall be eligible for a Supplementary Pension under this Plan commencing at the time set forth in Section X.(a). An eligible Employee who did not meet such requirements before January 1, 2021, must additionally remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until meeting one of the following conditions to be eligible for a Supplementary Pension under this Plan.
(1)The Employee’s Service is terminated because of a Plant Closing.
(2)The Employee’s Service is terminated for transfer to a Successor Employer. The conditions of this paragraph (2) shall not be satisfied, however, if the transferred Employee retires under the GE Pension Plan before July 1, 2000 and prior to the later of (A) his termination of service with the Successor Employer and (B the first of the month following attainment of age 60. For the avoidance of doubt, this Section V(a) shall not apply if all Plan liabilities with respect to the Employee are transferred to a spin-off plan maintained by such Successor Employer or an affiliate thereof.
(3)The Employee’s Service terminated after one year on layoff with protected service.
Effective July 1, 1994 and regardless of whether the Employee terminated Service on, before or after such date, for purposes of this Section V(a) and any other provision of this Plan, a former Employee will be deemed to have withdrawn his contributions from the GE Pension Plan at such time the payment of benefits attributable to such contributions commences, regardless of whether such contributions are paid in the form of a lump sum or an annuity.
(b)The Supplementary Pension, if any, for Employees who meet the conditions in Section V(a) shall be calculated in accordance with the provisions of Section IV(a) (other than the requirement to remain continuously in the Service of the Company or an Affiliate from January 1, 2021, until retirement), including the imposition of the reduction described therein to reflect a commencement date occurring before normal retirement date in the case of Employees who are New Plan Participants on the date of their termination of Service. For purposes of making this calculation, the Employee’s: (1) Pension Benefit Service to the earlier of the Service termination date or December 31, 2020, shall be considered; (2) Average Annual Compensation shall be based on the last 120 completed months before the earlier of such Service termination date or December 31, 2020; and (3) Annual Estimated Social Security Benefit shall be determined as though the Employee’s retirement date was the earlier of such Service termination date or December 31, 2020.
(c)No Supplementary Pension shall be payable to any former Employee who elects to accelerate the commencement of his pension under the GE Pension Plan under Section XI.4.b(iii) therein, nor shall any death or survivor benefits be payable hereunder with respect to such an Employee.
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(d)In the event a former Employee whose Service with the Company was terminated under circumstances entitling him to a benefit pursuant to this Section V is reemployed, such Employee will retain a non-forfeitable interest in a benefit equal to the amount payable under this provision attributable to such Employee’s first period of service (with the calculation of any offsets determined in accordance with established administrative practices and based upon assumptions in effect as of such Employee’s first termination date). The same principle shall apply in determining the non-forfeitable interest hereunder of similarly-situated Employees with less than 25 years of Pension Qualification Service who, as a result of Company or Pension Board action, attained a non-forfeitable interest in their Supplementary Pension upon transfer to a successor employer and are subsequently re-employed by the Company.
(e)In the event General Electric Company announces its intention to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries, Employees of any such GE Capital operations to be disposed of or discontinued in connection with such action will be eligible for Special Benefit Protection treatment as described in this Section V by meeting the conditions for such treatment set forth in this Section V, except that they will only be required to have completed at least 10 years (instead of 25 years) of Pension Qualification Service as of their termination because of a Plant Closing, transfer to Successor Employer or layoff after one year on protected service. This paragraph (e) shall not apply to an Employee who terminates Service for any other reason, or is assigned to (or offered employment with) any continuing operation of the Company or any Affiliate (including a continuing GE Capital operation). This paragraph (e) also shall not apply unless the Employee executes a Release on such terms and in such manner as the Company may require in its absolute discretion. Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (e), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
This paragraph (e) is intended to serve as a special retention arrangement in connection with General Electric Company’s announcement to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries. This paragraph (e) shall not apply to any employee who terminates service prior to such an announcement or is on protected service at the time of such announcement, except as otherwise provided by the Pension Board in its absolute discretion.
(f)Employees of the General Electric Company (“GE”) corporate division who are laid off as a result of the November 9, 2021 announcement to restructure into three industry leading public companies focused on aviation, healthcare and energy (the “Transition”) will be eligible for Special Benefit Protection treatment described in this Section V by meeting the conditions for such treatment set forth in this Section V, except that the service eligibility requirement will be met if they have completed at least 10 years (instead of 25 years) of Pension Qualification Service as of their Separation from Service, or would have completed at least 10 years of Pension Qualification Service by December 31, 2023. This paragraph (f) shall not apply to an Employee who (i) works within the ongoing financial business segments of Energy Financial Services, North America Life and Health or Bank BPH or (ii) as of March 1, 2022, is an executive officer and Senior Vice President or above of GE. Nor shall this paragraph (f) apply to an Employee who (i) is laid off from the corporate division of GE for any other reason or (ii) is laid off from any other business or division of GE, except that employees of the GE corporate division (other than those excluded by the prior sentence) who transfer directly to a GE Aerospace or GE Energy employer after January 4, 2023 and prior to the GE Energy business ceasing to be an Affiliate of GE shall be eligible for the treatment described in this paragraph (f) upon their subsequent layoff or eligibility for severance payments from such employer, provided they have completed at least 10 years of Pension Qualification Service at that time. This paragraph (f) shall not apply unless the Employee executes a Release on such terms and in such manner as the Company may require in its absolute discretion. Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (f), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
Notwithstanding the foregoing and any provision of this Plan to the contrary, if the employment of an Employee who vests in a Supplementary Pension pursuant to this paragraph (f) is terminated for Cause or if the Pension Board determines in its sole discretion that such Employee has engaged in conduct that (i) constitutes a breach of the Release, (ii) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or an Affiliate or their successor entities or (iii) occurred prior to the Employee’s Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Employee’s Separation from Service), the Employee shall forfeit the Employee’s right to any unpaid Supplementary Pension under this Plan and may be required to repay any Supplementary Pension amounts previously paid under the Plan to the extent recovery is permitted by law. The remedy under this subsection (f) is not exclusive and shall not limit any right of the Company or any Affiliate under applicable law, including (but not limited to) a remedy under (i) Section 10D of the Securities Exchange Act of 1934, as amended, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.
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Section VI.Survivor Benefits
If a survivor benefit applies with respect to an Employee’s Supplementary Pension pursuant to Section X below, his Supplementary Pension shall be reduced in the same manner as the pension payable under the GE Pension Plan is reduced under such circumstances in accordance with the principles of Section IX of the GE Pension Plan.
Section VII.Payments Upon Death
If an eligible Employee dies in active Service or following retirement on a Supplementary Pension, or if a former Employee entitled to a Supplementary Pension pursuant to Section V dies prior to such retirement, (1) the principles of Section X of the GE Pension Plan (disregarding any references therein to Employee contributions) shall apply to determine whether a death benefit is payable to the beneficiary or Surviving Spouse of such Employee under this Supplementary Pension Plan, and (2) any such death benefit shall be computed and paid in accordance with such principles, based on the Supplementary Pension payable under this Plan; provided, however, that:
(a)with respect to any pre-retirement death benefit attributable to Non-Grandfathered Plan Benefits where a Surviving Spouse otherwise would have a choice to receive such benefit as an annuity in accordance with the principles of Section X.9 of the GE Pension Plan (Preretirement Spouse Benefit) or as a lump sum in accordance with the principles of either Section X.2 (Five Year Certain (Death After Optional Retirement Age)) or Section X.3 (Five Year Certain (Death After 15 Years Pension Qualification Service)) of the GE Pension Plan, the lump sum value of such benefit under each applicable paragraph shall be determined (in the case of the Preretirement Spouse Benefit, based on the actuarial assumptions described in paragraph 3 of Section XV of the GE Pension Plan), and then the Surviving Spouse shall receive whichever resulting lump sum value is larger as of the first day of the month following the Employee’s death. For purposes of clarity, such Surviving Spouse shall not be eligible to receive an annuity in the form of the Preretirement Spouse Benefit under the principles of Section X.9 of the GE Pension Plan;
(b)with respect to any post-retirement death benefit attributable to Non-Grandfathered Plan Benefits under the principles of Section X.11 of the GE Pension Plan (Five Year Certain (No Survivor Benefit)), the calculation of the lump sum shall be determined without making any discount to present value. Consistent with the foregoing, such lump sum shall equal the excess of (1) 5 times the Employee’s Supplementary Pension payable as a single life annuity over (2) the total payments under this Plan to the Employee; and
(c)no pre-retirement death benefit shall be payable under this Section VII to an Employee who dies in active Service while reemployed after the Employee left the Service of the Company and all Affiliates, if the Employee left the Service of the Company and all Affiliates: (1) on or after January 1, 2021, and (2) before becoming entitled to a Supplementary Pension under this Part I of the Plan.
Section VIII.Employees Retired Before July 1, 1973
[Reserved-See Section VIII of this Plan prior to this reservation.]
Section IX.Limitation on Benefits
(a)Notwithstanding any provision of this Plan to the contrary, if the sum of:
(1)the Supplementary Pension otherwise payable to an Employee hereunder;
(2)the Employee’s Annual Pension Payable under the GE Pension Plan;
(3)100% of the Annual Estimated Social Security Benefit but before any adjustment for less than 35 years of Pension Benefit Service;
(4)the Employee’s annual excess benefit, if any, payable under the GE Excess Benefit Plan and/or any successor thereto; and
(5)The Employee’s annual benefit, if any, payable under the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan and/or any successor thereto;
exceeds 60% of his Average Annual Compensation (with such Supplementary Pension and the amounts set forth in (2), (4) and (5) above determined before imposition of any applicable reduction factor or adjustment for optional or disability retirement, a survivor benefit or otherwise), such Supplementary Pension (as so determined) shall be reduced by the amount of the excess. Any further reductions or adjustments prescribed herein, including those applicable to Employees who are New Plan Participants on the date of their termination of Service, shall be applied against such reduced Supplementary Pension.
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(b)Notwithstanding any provision in this Plan (other than Section XIV(e)) to the contrary, the amount of Supplementary Pension and any death or survivor benefit payable to or on behalf of any Employee who is or was an Officer shall be determined in accordance with such general rules and regulations as may be adopted by a Committee appointed by the Board of Directors for such purpose, subject to the limitation that any such Supplementary Pension or death benefit may not exceed the amount which would be payable hereunder in the absence of such rules and regulations.
Section X.Payment of Supplementary Pension Benefits
(a)Time and Form of Payment. This Section governs the time and form of payment of the Supplementary Pension on and after the retirement of an eligible Employee. See Section VII above for certain additional rules regarding Payments on Death.
(1)General Provisions. Supplementary Pensions shall be payable in monthly installments, each equal to 1/12th of the annual amount determined under the applicable Section. In addition, the provisions of the GE Pension Plan with respect to the following shall apply to amounts payable under this Plan:
(A)The date of the last payment of any Supplementary Pension.
(B)Treatment of amounts payable to a missing person.
In no event shall the accelerated payment option of Section XI.4.b(iii) of the GE Pension Plan apply with respect to this Plan.
(2)Grandfathered Plan Benefits. Payment of Supplementary Pensions provided for herein which are attributable to Grandfathered Plan Benefits shall be in the same form and commence as of the same date as distribution is made pursuant to the Participant’s election under the GE Pension Plan (subject to the special rule in Section III(b) of this Plan for Employees over age 70-½).
(3)Non-Grandfathered Plan Benefits.
(A)Time of Payment.
(i)Except as provided in paragraph (ii) below (relating to disability pensions), all payments of Non-Grandfathered Plan Benefits shall commence on the first day of the month after the Employee’s Separation from Service or the Employee’s attainment of age 60, if later; provided, however, that if an Employee is a Specified Employee, payment of any Non-Grandfathered Plan Benefit shall not be made within the first six months following the Employee’s Separation from Service. In the event distribution to a Specified Employee is so delayed, payment of the Non-Grandfathered Plan Benefit shall begin on the first day of the seventh month following Separation from Service and the first such payment shall be increased to reflect the missed payments (with interest accumulated in accordance with Pension Board procedures).
(ii)Payment of Supplementary Pensions attributable to disability as provided for in Section IV(b) shall commence on the first day of the month after the Employee’s Separation from Service; provided, however, that the Employee shall forfeit any payments attributable to months prior to the first date on which a Disability Pension is actually paid under Section VII of the GE Pension Plan. For this purpose, any retroactive payments that may be made under the GE Pension Plan shall be disregarded and no corresponding retroactive payments shall be made hereunder.
(B)Form of Payment. Unless an Employee makes an effective election pursuant to paragraph (B)(i) below, such benefits shall be paid as a 50% Survivor Benefit in accordance with the principles of Section IX.1 and other provisions of the GE Pension Plan applicable thereto (for Employees who are married at the time their Supplementary Pension begins) or as a single life annuity in accordance with the principles of Section XV, X.11 and other provisions of the GE Pension Plan applicable thereto (for Employees who are not married at the time their Supplementary Pension begins); provided, however, that:
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(i)As an alternative to the normal distribution forms set forth in this paragraph (B), a married Employee may elect to receive all payments of Non-Grandfathered Plan Benefits as a single life annuity as described above, a 100% Alternative Survivor Benefit in accordance with the principles of Section IX.3 and other provisions of the GE Pension Plan applicable thereto, or a 75% Alternative Survivor Benefit in accordance with the principles of Section IX.10 and other provisions of the GE Pension Plan applicable thereto. In the case of a disability pension payable under Section IV(b) above, however, the 100% Alternative Survivor Benefit shall not be available. An election under this paragraph may not be made more than 60 days following the date as of which payment is otherwise to commence in accordance with paragraph (3)(A) above. For purposes of clarity, if an Employee is a Specified Employee for whom the Non-Grandfathered Plan Benefit is delayed in accordance with paragraph (3)(A)(i) above, an election under this paragraph may be made anytime within the first six months following the Employee’s Separation from Service. If such Specified Employee dies during the six-month delay, the Specified Employee will be treated as if he retired before death, without regard to such delay, and commenced receiving his benefit either in accordance with his actual election under this paragraph as to the form of distribution, or in accordance the rules in paragraph (3)(B) above if no such election was made before death.
(ii)Regardless of the initial form of payment for Non-Grandfathered Plan Benefits, the revocation feature provided in Section IX.8 of the GE Pension Plan shall not apply to Non-Grandfathered Plan Benefits.
(b)Impact of Reemployment. If an Employee is reemployed by the Company or an Affiliate, the following provisions shall apply with respect to the determination of the Employee’s Supplementary Pension:
(1)Grandfathered Plan Benefits. If the Employee’s pension under the GE Pension Plan is suspended or may not commence for any month in accordance with the re-employment provisions of that plan, the Employee’s Supplementary Pension attributable to Grandfathered Plan Benefits that would otherwise be payable during such re-employment shall be forfeited under this Plan. For this purpose, any addition to the Employee’s Supplementary Pension which he may earn hereunder following such re-employment shall not cause such Grandfathered Plan Benefits to be reclassified as Non-Grandfathered Plan Benefits. Upon the Employee’s subsequent Separation from Service, the Employee’s original distribution election, if any, with respect to such original Grandfathered Plan Benefits shall be disregarded and such original Grandfathered Plan Benefit (adjusted for any additional accrual or reduction) will be paid in accordance with the terms of the Plan in effect at the time of such subsequent Separation from Service applicable to Non-Grandfathered Plan Benefits. If such subsequent Separation from Service is by reason of death, any survivor or death benefits attributable to such original Grandfathered Plan Benefits (as so adjusted) will be determined in accordance with this Plan’s pre-retirement death and survivor benefit provisions then applicable to Non-Grandfathered Plan Benefits. The preceding two sentences shall not apply to Grandfathered Specified Employees.
(2)Non-Grandfathered Plan Benefits. If the Employee is rehired after having commenced receiving his Supplementary Pension, and in accordance with the terms of the GE Pension Plan, the Employee would have had his pension therefrom suspended upon such re-employment, the Employee shall forfeit any benefits from this Plan attributable to his Non-Grandfathered Plan Benefit that would otherwise be payable during such re-employment. Upon the Employee’s subsequent Separation from Service:
(A)If the Employee’s Non-Grandfathered Plan Benefit is the same or has decreased, then:
(i)the Non-Grandfathered Plan Benefit earned during the first period of employment will resume immediately in the same form of distribution and with the same conversion and reduction factors that applied to the original distribution of such benefit;
(ii)if such original distribution form was a 50% Survivor Benefit, 75% Alternative Survivor Benefit or 100% Alternative Survivor Benefit, any survivor benefits will be payable only if the Surviving Spouse was married to the Participant at the time of his original retirement; and
(iii)such benefit will be reduced, as necessary, if the Employee’s Non-Grandfathered Plan Benefit decreases as a result of his second period of employment.
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If such subsequent Separation from Service is by reason of death, then any death or survivor benefits attributable to Non-Grandfathered Plan Benefits will be based on such original form of distribution with payment commencing on the first of the month following death. Survivor benefits will be payable only if the Surviving Spouse was married to the Employee at the time of his original retirement and is otherwise eligible to receive payments hereunder.
(B)If the Non-Grandfathered Plan Benefit payable upon such subsequent Separation from Service has increased as a result of the Employee’s second period of employment, then the above provisions set forth in paragraph (2)(A) will govern the Non-Grandfathered Plan Benefit earned during the first period of employment (as applicable), and the following will apply to any additional Non-Grandfathered Plan Benefit:
(i)the additional benefit amount shall be distributed separately commencing on the first of the month following such subsequent Separation from Service based upon the Employee’s age, marital status and the otherwise applicable Plan terms at that time and any new distribution election made by the Employee in accordance with Section X(a)(3) above, and
(ii)if such subsequent Separation from Service is by reason of death, any survivor or death benefits attributable to such additional Non-Grandfathered Plan Benefit will be determined separately in accordance with this Plan’s pre-retirement death and survivor benefit provisions.
(3)If an Employee is rehired under circumstances where he previously accrued a non-forfeitable interest in his Non-Grandfathered Plan Benefit but had not commenced receiving such benefit prior to his reemployment, the following shall apply:
(A)Such Employee shall forfeit the dollar amount of any Plan Benefits that would otherwise be paid while re-employed. However, such Employee will continue to retain an interest in the Plan (herein referred to as his “retained interest”) equal to the original non-forfeitable amount, as determined in accordance with Section V(d) above.
(B)Such retained interest and any additional Non-Grandfathered Plan Benefit to which the Employee is entitled shall be payable following the Employee’s subsequent Separation from Service at the time and in the manner provided in Section X(a)(3). If the Employee dies before retirement, any survivor or death benefits attributable to such retained interest will be determined in accordance with this Plan’s pre-retirement death and survivor benefit provisions.
(C)If the Employee continues in service after attaining age 60, the Employee’s retained interest shall commence after his subsequent Separation from Service at the time and in the manner provided in Section X(a)(3) and shall be calculated using reduction and conversion factors applicable to an age 60 commencement (but based on the spouse at actual retirement, if any).
(c)Beneficiary and Spousal Consent. An Employee’s beneficiary for the purposes of this Plan shall be the beneficiary designated by him under the GE Pension Plan, except in those instances where a separate beneficiary designation is in effect under this Plan. The provisions of the GE Pension Plan with respect to the designation or selection of a beneficiary shall apply to the designation or selection of a beneficiary under this Plan. For purposes of clarity, the requirement in the GE Pension Plan for a Spouse’s Consent to the designation or selection of a beneficiary, or the election of alternative distribution forms hereunder, shall apply under this Plan. Notwithstanding the foregoing, in the case of Non-Grandfathered Plan Benefits, any elections governing beneficiaries made in accordance with Section VII(b) of this Plan, as restated July 1, 1991, or subsequent actions of the Company related thereto, shall continue to apply. No such elections, however, shall direct a different time or form of payment of Non-Grandfathered Plan Benefits from the time and form of payment prescribed under this Plan, nor shall any Employee who did not make such an election before this restatement be permitted to submit such an election.
(d)With respect to Non-Grandfathered Plan Benefits, any provision of this Section X or other provision of this Plan that refers to the time or form of benefits under the GE Pension Plan shall be deemed to be a reference to the terms of the GE Pension Plan in effect on December 31, 2008.
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(e)The Company shall be entitled to withhold all applicable withholding taxes, including, but not limited to, federal income taxes, Federal Insurance Contributions Act (“FICA”) taxes, and state income taxes, from an Employee’s Supplementary Pension. The actuarially determined present value of an Employee’s Supplementary Pension is required by law to be subject to FICA taxation (Social Security tax, Medicare tax, and if applicable, additional Medicare tax) on the date on which the present value of the Employee’s Supplementary Pension becomes reasonably ascertainable (generally, the date on which the Employee makes an effective election as to the form of payment). As a condition of participation in the Plan, the Employee shall be required to make arrangements to satisfy the required FICA tax withholding, including being required to remit to the Company the amount necessary to satisfy his or her withholding requirements. The Company shall have the power and the right to withhold the amount necessary to satisfy an Employee’s FICA tax obligation from the amount payable under the Plan or to establish other means to satisfy such obligation, including, to the extent permitted by law, the Company’s payment of any required tax on the Employee’s behalf subject to repayment by the Employee, as specified under a policy adopted by the Pension Board.
Section XI.Administration
(a)This Plan shall be administered by the Pension Board, which shall have authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve in its sole and absolute discretion any and all questions or claims, including interpretations of this Plan, as may arise in connection with this Plan.
(b)In the administration of this Plan, the Pension Board may, from time to time, employ agents and delegate to them such administrative duties as it sees fit and may from time to time consult with counsel who may also serve as counsel to the Company. The Pension Board may also delegate to other persons or other entities any or all of its authority, responsibilities, obligations and duties with respect to the Plan in accordance with the charter for the Pension Board. If the Company, Pension Board or other plan fiduciary (an “Advisee”) engages attorneys, accountants, actuaries, consultants, and other service providers (an “Advisor”) to advise them on issues related to a Plan or the Advisee’s responsibilities under the Plan:
(1)The Advisor’s client is the Advisee and not any employee, participant, dependent, beneficiary, claimant, or other person;
(2)The Advisee will be entitled to preserve the attorney-client privilege and any other privilege accorded to communications with the Advisor, and all other rights to maintain confidentiality, to the full extent permitted by law; and
(3)No employee, participant, dependent, beneficiary, claimant or other person will be permitted to review any communication between the Advisee and any of its or his Advisors with respect to whom a privilege applies, unless mandated by a court order.
(c)The decision or action of the Pension Board in respect of any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan or making any claim hereunder.
(d)The provisions of this Section XI(d) shall apply to any claim for a benefit under the Plan, regardless of the basis asserted for the claim and regardless of when the act or omission upon which the claim is based occurred. Any such claim shall be addressed through the claims and appeals process described in the handbook summary for this Plan, and no such claim may be filed in court, arbitration, or similar proceeding before the claimant has exhausted that process. Such process is intended to comply with Section 503 of ERISA and shall be administered and interpreted in a manner consistent with such intent.
The claims administrator shall be the Pension Board or its designee or delegate.
(e)Limitations Period.
(1)Any claim (A) for benefits; (B) to enforce rights under the Plan; or (C) otherwise seeking a remedy or judgment of any kind against the Plan, the Pension Board, the Company, or an Affiliate must be filed within the limitations period prescribed by this Section XI(e) (and subsequent to exhaustion as described in Section XI(d)).
(2)The limitations period shall begin on the following date:
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(A)For a claim for benefits, the earliest of: (i) the date the first benefit payment was actually made or allegedly due, or (ii) the date the Plan, the Pension Board, the Company, or an Affiliate first repudiated the alleged obligation to provide such benefits, regardless of whether such repudiation occurred during administrative review pursuant to Section XI(d). A repudiation described in clause (ii) may be made in the form of a direct communication to the employee or a more general oral or written communication related to benefits payable under the Plan (for example, a summary of the Plan or an amendment to the Plan);
(B)For a claim to enforce an alleged right under the Plan (other than a right to benefits), the date the Plan first denied the request made on behalf of the employee to exercise such right, regardless of whether such denial occurred during administrative review pursuant to Section XI(d); or
(C)For any claim otherwise seeking a remedy or judgment of any kind against the Plan, the Pension Board, the Company, or an Affiliate, the earliest date on which the employee knew or should have known of the material facts on which such claim or action is based, regardless of whether the employee was aware of the legal theory underlying the claim.
(3)The limitations period shall end on the first anniversary of the beginning date described in Section XI(e)(2); provided, however, that if a request for administrative review pursuant to Section XI(d) is pending at such time, the limitations period shall be extended to end on the date that is 60 days after the final denial of such claim on administrative review.
(4)The limitations period described in this Section XI(e) replaces and supersedes any limitations period that otherwise might be deemed applicable under state or federal law in the absence of this Section XI(e). A claim filed after the expiration of the limitations period shall be deemed time-barred, except that the Pension Board shall have discretion to extend the limitations period upon a showing of exceptional circumstances that, in the opinion of the Pension Board, provide good cause for an extension. The exercise of this discretion is committed solely to the Pension Board and is not subject to review.
(5)In the event of any claim brought by or on behalf of two or more employees, the requirements of this Section Xl(e) shall apply separately with respect to each employee.
Section XII.Termination, Suspension or Amendment
The Board of Directors may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part. However, no such termination, suspension or amendment shall adversely affect (a) the benefits of any Employee who retired under the Plan prior to the date of such termination, suspension or amendment or (b) the right of any then current Employee to receive upon retirement, or of his or her Surviving Spouse or beneficiary to receive upon such Employee’s death, the amount as a Supplementary Pension or death benefit, as the case may be, to which such person would have been entitled under this Plan computed to the date of such termination, suspension or amendment, taking into account the Employee’s Pension Benefit Service and Average Annual Compensation calculated as of the date of such termination, suspension or amendment. Any amendment or termination shall comply with the restrictions of Section 409A of the Code to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of Non-Grandfathered Plan Benefits, nor may any amendment or termination permit a subsequent deferral of Non-Grandfathered Plan Benefits. Subject to the other requirements of this Section XII, if the Sponsor or the Pension Board determines that any provision of the Plan is or might be inconsistent with the restrictions imposed by Section 409A of the Code, such provision shall be deemed to be amended to the extent that the Sponsor or the Pension Board determines is necessary to bring it into compliance with Section 409A of the Code. Any such deemed amendment shall be effective as of the earliest date such amendment is necessary under Section 409A of the Code.
Section XIII.Adjustments in Supplementary Pension Following Retirement
(a)Effective January 1, 1975, the amount of Supplementary Pension then payable to any Employee who retired before January 1, 1975 shall be reduced by the amount of any increase which becomes effective January 1, 1975 in the Pension payable under the GE Pension Plan to such Employee.
(b)If the Pension payable under the GE Pension Plan to any Employee is increased following his retirement which increase becomes effective after January 1, 1975, the amount of the Supplementary Pension thereafter payable to such Employee under this Supplementary Pension Plan shall be determined by the Board of Directors.
(c)Effective November 1, 1977, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased in accordance with paragraphs 25 (a), (b) or (c) of Section XIV of that Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after November 1, 1977 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
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(d)Effective May 1, 1979, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraphs 26 (a), (b) or (c) of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraphs except for the fact that such pensioner or Surviving Spouse received a lump-sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after May 1, 1979 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(e)If the Pension benefit or Service credits under the GE Pension Plan are increased for a retired employee in accordance with paragraph 27 or 28 of Section XIV of that Plan, or in accordance with the opportunity made available under that Plan effective January 1, 1980 to make up Employee contributions plus interest for periods during which the Employee was otherwise eligible but failed to participate because of late enrollment or voluntary suspension, the Supplementary Pension payable to the Employee under this Plan shall be recalculated to take any such increase into account. For this purpose, Section III of this Plan as amended effective July 1, 1979 shall apply. Any change in the Employee’s Supplementary Pension shall take effect on the same date as the corresponding change under the GE Pension Plan.
(f)Effective February 1, 1981, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraphs 29 (a), (b) or (c) of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraphs except for the fact that such pensioner or Surviving Spouse received a lump sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after February 1, 1981 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(g)Effective January 1, 1983, if the benefit payable to a pensioner under the GE Pension Plan is increased in accordance with paragraph 30 of Section XIV of that Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding change under the GE Pension Plan.
(h)Effective December 1, 1984, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraph 32 (a), (b) or (c) of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraphs except for the fact that such pensioner or Surviving Spouse received a lump-sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after December 1, 1984, shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(i)Effective July 1, 1985, if the benefit payable to a pensioner under the GE Pension Plan is increased in accordance with paragraph 34 of Section XIV of that Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding change under the GE Pension Plan.
(j)Effective January 1, 1988, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraph 35 of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraph except for the fact that such pensioner or Surviving Spouse received a lump sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after January 1, 1988 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
(k)Effective July 1, 1988, if the benefit payable to a pensioner under the GE Pension Plan or the GE Excess Benefit Plan is increased as a result of paragraph 36 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan or GE Excess Benefit Plan.
(l)Effective July 1, 1991, if the benefit payable to a pensioner or Surviving Spouse under the GE Pension Plan is increased by a percentage in accordance with paragraph 37 of Section XIV of that Plan, or would have been increased by a percentage in accordance with such paragraph except for the fact that such pensioner or Surviving Spouse received a lump sum settlement under the GE Pension Plan, the Supplementary Pension or death benefit, if any, payable under this Plan to such pensioner or Surviving Spouse on and after January 1, 1991 shall be increased by the same percentage. Any such increase shall not be reduced by the percentage limitations specified in Section IX.
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(m)Effective December 1, 1991, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 38 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(n)Effective December 1, 1994, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 39 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(o)Effective November 1, 1996, if the benefit payable under the GE Pension Plan or the GE Excess Benefit Plan is increased as a result of paragraph 47, 48 or 49 of Section XIV of the GE Pension Plan, said increase shall be disregarded for purposes of calculating the amount payable under this Plan.
(p)Effective December 1, 1997, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 51 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(q)Effective May 1, 2000, if the benefit payable under the GE Pension Plan or the GE Excess Benefit Plan is increased as a result of paragraph 54, 55 or 56 of Section XIV of the GE Pension Plan, said increase shall be disregarded for purposes of calculating the amount payable under this Plan.
(r)Effective December 1, 2000, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 58 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(s)Effective December 1, 2003, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 67 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(t)Effective December 1, 2007, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 70 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(u)Effective December 1, 2011, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 73 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
(v)Effective November 1, 2015, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 75 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
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(w)Effective November 1, 2019, if the benefit payable to a pensioner under the GE Pension Plan, the GE Excess Benefit Plan or the GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan is increased as a result of paragraph 78 of Section XIV of the GE Pension Plan, the Supplementary Pension payable to the pensioner under this Plan shall be recalculated to take any such increase into account. Any change in the Supplementary Pension shall take effect on the same date as the corresponding increase under the GE Pension Plan, GE Excess Benefit Plan or GE Executive Special Early Retirement Option and Plant Closing Retirement Option Plan.
Section XIV.General Conditions
(a)No interest of an Employee, retired employee (whether retired before or after July 1, 1973), Surviving Spouse or beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through an Employee, retired employee, Surviving Spouse or beneficiary. If any attempt is made to alienate, pledge or charge any such interest or any such benefit for any debt, liabilities in tort or contract, or otherwise, of any Employee, retired employee, Surviving Spouse, or beneficiary, contrary to the prohibitions of the preceding sentence, then the Pension Board in its discretion may suspend or forfeit the interests of such person and during the period of such suspension, or in case of forfeiture, the Pension Board shall hold such interest for the benefit of, or shall make the benefit payments to which such person would otherwise be entitled (in the same time and form) to the designated beneficiary or to some member of such Employee’s, retired employee’s, Surviving Spouse’s or beneficiary’s family to be selected in the discretion of the Pension Board. Similarly, in cases of misconduct, incapacity or disability, the Pension Board, in its sole discretion, may make payments (in the same time and form) to some member of the family of any of the foregoing to be selected by it or to whomsoever it may determine is best fitted to receive or administer such payments.
(b)In connection with an allowance granted under the GE Retirement for the Good of the Company Program, and in accordance with the terms of that program, the Sponsor, in its discretion, may decide to provide an Employee with a non-forfeitable interest in all or a portion of his Supplementary Pension under this Plan.
(c)No Employee and no other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the Service of his employer. The right and power of the Company to dismiss or discharge any Employee is expressly reserved.
(d)Except to the extent that the same are governed by the federal law (including Section 409A of the Code), the law of the State of New York shall govern the construction and administration of this Plan.
(e)The rights under this Plan of an Employee who leaves the Service of the Company at any time and the rights of anyone entitled to receive any payments under the Plan by reason of the death of such Employee, shall be governed by the provisions of the Plan in effect on the date such Employee leaves the Service of the Company, except as otherwise specifically provided in this Plan; provided, however, that with respect to Non-Grandfathered Plan Benefits:
(1)Any Employee who left the Service of the Company on or after January 1, 2005 and prior to January 1, 2009 and commenced receipt of such benefits before January 1, 2009 shall not be eligible to select the revocation feature provided in Section IX.8 of the GE Pension Plan.
(2)Any Employee who left the Service of the Company on or after January 1, 2005 and prior to January 1, 2009 and did not commence receipt of such benefits before January 1, 2009 (or anyone entitled to receive any payments under the Plan by reason of the death of such Employee who did not commence receipt of such payments before January 1, 2009) shall have the time and form of payment of such benefits determined under the terms contained herein.
(f)Benefits provided under this Plan are unfunded and unsecured obligations of the Company payable from its general assets. Nothing contained in this Plan shall require the Company to segregate any monies from its general funds, to create any trust or other funding vehicle, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If the Company elects to take any such action, such assets, investments and the proceeds therefrom shall at all times remain the sole property of the Company and subject to its creditors. No other individual shall have any economic interest or similar rights under the Plan or any ownership rights in such assets, investments or proceeds, whether by reason of being a named insured or otherwise.
This Plan is intended to comply with Section 409A of the Code with respect to amounts accrued after December 31, 2004 and amounts that were accrued but forfeitable on that date. In addition, if an Employee accrues benefits hereunder on or after January 1, 2005, the Plan is intended to comply with the requirements of Section 409A of the Code with respect to all of such Employee’s benefits hereunder; provided, however, that in the case of Grandfathered Specified Employees, the requirements of Section 409A of the Code shall only apply for amounts accrued in excess of Grandfathered Plan Benefits.
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The Plan shall be administered and interpreted in a manner consistent with such intent; provided, however, that nothing in this Plan shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A of the Code) from any Employee or an Employee’s spouse, beneficiary, or estate to any other individual or entity. Any payment under the Plan that is subject to Section 409A of the Code and that is contingent on a termination of employment is contingent on a Separation from Service.
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Part II: Executive Retirement Installment Benefits
(closed to new participants)
(closed to new participants)
As described in the Introduction (and subject to the rules thereof), this Part II of the Plan is closed effective January 1, 2021, and an Employee shall be eligible to participate under this Part II only if the Employee was eligible for and participating under Part I or Part II of the Plan on December 31, 2020 (and shall actually receive a benefit under this Part II only if the Employee meets all the other applicable requirements therefor). An Employee will be considered to be eligible for and participating under Part I of the Plan and will be eligible to participate under this Part II of the Plan on and after January 1, 2021, only if, on December 31, 2020, the Employee: (A) was assigned to the GE executive or higher career band; (B) was employed by the Company; and (C) was enrolled in the GE Pension Plan (i.e., had not waived or suspended participation in the GE Pension Plan). An Employee who was previously eligible for Part II of the Plan will not accrue future Benefit Service under Part II of the Plan if, on December 31, 2020, the Employee: (A) was not assigned to the GE executive or higher career band or (B) was not employed by the Company.
Section I.Eligibility for Executive Retirement Installment Benefits
(a)An Employee shall be eligible to participate in this Plan under this Part II if he is:
(1)an Excluded Employee or Ineligible Employee under the GE Pension Plan who was assigned to the GE executive or higher career band before January 1, 2021, and has been continuously so assigned since such date;
(2)an Employee who has been continuously assigned to the Sponsor’s executive or higher career band since January 1, 2021, and whose first day of work for the Company while so assigned was on or after January 1, 2011, and before January 1, 2021;
(3)an Employee who, before January 1, 2021, was assigned to the GE executive or higher career band and who has been continuously so assigned since such date and is employed by (i) an Affiliate that elected to participate in the GE Retirement Savings Plan prior to January 1, 2011 as part of a benefits program which provided neither employer-subsidized post-retirement medical coverage under the GE Life Disability and Medical Plan nor participation in the GE Pension Plan for all of its employees, or the segment of its employees in which such Employee is included; or (ii) an Affiliate that elects to participate in the GE Retirement Savings Plan on or after January 1, 2011 as part of a benefits program which provides neither participation in the GE Pension Plan nor designation of Retirement Contribution Participant status under the GE Retirement Savings Plan for all of its employees, or the segment of its employees in which such Employee is included, but in all cases, only to the extent such Affiliate elects to participate in this Part II, and such election is accepted by the Pension Board; or
(4)an Employee who has been continuously assigned to the Sponsor’s executive or higher career band since January 1, 2021, and who was eligible for and participating under Part I of the Plan on December 31, 2020.
(b)Notwithstanding (a), in the event liabilities and assets under the GE Pension Plan attributable to an Employee have been transferred to a plan maintained by Martin Marietta Corporation (including successors) or to any other employer which is not an Affiliate, service performed by the Employee prior to such transfer shall be disregarded in determining (1) whether such Employee participated in this Plan on or before December 31, 2010 and (2) whether his first day of work for the Company while assigned to the Sponsor’s executive or higher career band is on or after January 1, 2011. Consistent with the foregoing, if after disregarding such service, an Employee is deemed not to have participated in the Plan on or before December 31, 2010, and his first day of work for the Company while assigned to the Sponsor’s executive or higher career band is deemed to be on or after January 1, 2011, this Part II (and not Part I) shall apply to such Employee.
(c)Further notwithstanding (a), any Executive Retirement Installment Benefit shall be contingent upon the Employee signing, not revoking, and complying with the terms of a Release. Such Release must be in a form acceptable to the Sponsor, executed by the deadline established by the Sponsor (which shall be no later than 45 days following the date of the Employee’s Termination Date), and not revoked.
(d)An Employee who was eligible to participate under this Part II of the Plan and who, before becoming entitled to a benefit under this Part II of the Plan, left the Service of the Company and all Affiliates shall not, during any period of reemployment with the Company that commences on or after January 1, 2021, again become eligible for an Executive Retirement Installment Benefit under this Part II of the Plan or accrue a new benefit under the Plan.
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(e)An Employee who was eligible to participate in this Plan on January 1, 2021, but who has ceased to be eligible for the Plan as described in (a) solely as a result of no longer being assigned to the Sponsor’s executive or higher career band on or after January 1, 2021, shall not earn any additional benefits under the Plan for any periods beginning on or after January 1, 2021, during which such Employee is again assigned to the Sponsor’s executive or higher career band. Such an Employee is, however, eligible to receive the Executive Retirement Installment Benefit the Employee has accrued if the Employee meets the requirements of Section XVI, XVII, XVIII, or XX of the Plan, even if the Employee is not assigned to the Sponsor’s executive or higher career band as of the date he meets the applicable requirements of such Section.
Section II.Executive Retirement Installment Benefits
(a)An Executive Retirement Installment Benefit shall be payable to an eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), and (ii) whose Termination Date is on or after his 65th birthday equal to the sum of the following three amounts (if any):
(1)10% multiplied by his Benefit Service as a participating Employee while assigned to the Sponsor’s executive career band multiplied by his Average Annual Compensation.
(2)14% multiplied by his Benefit Service as a participating Employee while (i) assigned to the Sponsor’s senior executive career band, with respect to Benefit Service before January 1, 2022, and (ii) an Executive Director or Senior Executive Director, with respect to Benefit Service after December 31, 2021, multiplied by his Average Annual Compensation.
(3)18% multiplied by his Benefit Service as a participating Employee while (i) a Sponsor officer, with respect to Benefit Service before January 1, 2022, and (ii) a Vice President, Group Vice President, or Senior Vice President (and above), with respect to Benefit Service after December 31, 2021, multiplied by his Average Annual Compensation.
(b)A reduced Executive Retirement Installment Benefit shall be payable to an eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), and (ii) whose Termination Date is before his 65th birthday, but who terminates Service with the Company on or after his 60th birthday, equal to:
(1)for a Termination Date on or after an Employee’s 60th birthday, the amount calculated under subsection (a), reduced by 5/12% for each month from the day payments commence under Section XIX (Time and Form of Payment) to Normal Commencement Date, up to a maximum reduction of 25%; or
(2)for a Separation from Service before the Employee’s 60th birthday in the case of an Employee who nevertheless qualifies for an Executive Retirement Installment Benefit by remaining in Service with the Company until his 60th birthday, 75% of the amount calculated under subsection (a).
(c)In all cases (subject to Section XXI(h)), Executive Retirement Installment Benefits shall only take into account Compensation as of the Termination Date, even if an Employee remains in Service with the Company thereafter or has a Separation from Service thereafter. Similarly, Executive Retirement Installment Benefits shall only take into account Benefit Service as of the date of termination of Service with the Company.
(d)An Executive Retirement Installment Benefit shall not be payable with respect to an Employee who terminates Service with the Company before his 60th birthday, except as specifically provided in Sections XVII (Disability Retirement), XVIII (Special Benefit Protection) and XX (Payments Upon Death), or except as may otherwise be provided by virtue of an exercise of Company discretion under Section XIV(b) or an exercise of Company discretion in the case of an Employee with less than 25 years of Eligibility Service who transfers to a successor employer.
(e)The terms “Sponsor’s executive career band,” “Sponsor’s senior executive career band”, “Sponsor officer”, “Executive Director”, “Senior Executive Director”, “Vice President”, “Group Vice President”, and “Senior Vice President” refer to those classifications as determined for purposes of this Part II by the Sponsor in its sole discretion, and not any Affiliate. Consistent with the foregoing, an Employee must be so determined to be an officer of the Sponsor and not an Affiliate to be eligible for the accrual rate described in paragraph (a)(3).
(f)For purposes of this Part II, an Employee who has a Separation from Service shall only be treated as remaining in Service with the Company while he is on protected service in accordance with established Company procedures.
Section III.Disability Retirement
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(a)An Executive Retirement Installment Benefit shall be payable to an eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), and (ii) who prior to his 60th birthday:
(1)either retires on a Disability Pension under Section VII of the GE Pension Plan or, if he has not accrued a benefit under the GE Pension Plan, would qualify to so retire if he had accrued such a benefit, but in such a case using Eligibility Service when applying the 15 years of service requirement in Section VII of the GE Pension Plan; and
(2)qualifies as disabled by receiving income replacement benefits under a Company plan for a period of not less than three months and otherwise meeting the requirements under Treasury regulation section 1.409A-3(i)(4) and regulations and other guidance issued thereunder.
(b)The amount of an Executive Retirement Installment Benefit under subsection (a) shall equal 75% of the amount calculated under Section XVI(a), taking into account only Benefit Service and Compensation as of the Termination Date (subject to Section XXI(h)).
Section IV.Special Benefit Protection
(a)An Executive Retirement Installment Benefit shall be payable to a former eligible Employee (i) who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee whose Termination Date is after December 31, 2020), (ii) who terminates Service with the Company before his 60th birthday and after completion of 25 or more years of Eligibility Service (or is credited with 25 or more years of Eligibility Service as a result of Company or Pension Board action in connection with Section XVIII(a)(2) below), and (iii) who meets one of the following conditions:
(1)The Employee’s Service is terminated because of a Plant Closing.
(2)The Employee’s Service is terminated for transfer to a Successor Employer. For the avoidance of doubt, this Section XVIII(a) shall not apply to any Employee if all Plan liabilities with respect to the Employee are transferred to a spin-off plan maintained by such Successor Employer or an affiliate thereof.
(3)The Employee’s Service is terminated after one year on layoff with protected service.
(b)The amount of an Executive Retirement Installment Benefit under subsection (a) shall equal 75% of the amount calculated under Section XVI(a), taking into account only Compensation as of the Termination Date (subject to Section XXI(h)) and Benefit Service as of the date of termination of Service with the Company.
(c)In the event General Electric Company announces its intention to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries, Employees of any such GE Capital operations to be disposed of or discontinued in connection with such action will be eligible for Special Benefit Protection treatment as described in this Section XVIII by meeting the conditions for such treatment set forth in this Section XVIII, except that they will only be required to have completed at least 10 years (instead of 25 years) of Pension Qualification Service as of their termination because of a Plant Closing, transfer to Successor Employer or layoff after one year on protected service. This paragraph (c) shall not apply to an Employee who terminates Service for any other reason, or is assigned to (or offered employment with) any continuing operation of the Company or any Affiliate (including a continuing GE Capital operation). This paragraph (c) also shall not apply unless the Employee executes a release of liability and claims on such terms and in such manner as the Company may require in its absolute discretion. Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (c), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
This paragraph (c) is intended to serve as a special retention arrangement in connection with General Electric Company’s announcement to dispose of a predominant share of the businesses of General Electric Capital Corporation and its subsidiaries. This paragraph (c) shall not apply to any employee who terminates service prior to such an announcement or is on protected service at the time of such announcement, except as otherwise provided by the Pension Board in its absolute discretion.
(d)Employees of the General Electric Company (“GE”) corporate division who are laid off as a result of the November 9, 2021 announcement to restructure into three industry leading public companies focused on aviation, healthcare and energy (the “Transition”) will be eligible for Special Benefit Protection treatment described in this Section XVIII by meeting the conditions for such treatment set forth in this Section XVIII, except that the service eligibility requirement will be met if they have completed at least 10 years (instead of 25 years) of Eligibility Service as of their Separation from Service, or would have completed at least 10 years of Eligibility Service by December 31, 2023.
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This paragraph (d) shall not apply to an Employee who (i) works within the ongoing financial business segments of Energy Financial Services, North America Life and Health or Bank BPH or (ii) as of March 1, 2022, is an executive officer and Senior Vice President or above of GE. Nor shall this paragraph (d) apply to an Employee who (i) is laid off from the corporate division of GE for any other reason or (ii) is laid off from any other business or division of GE, except that employees of the GE corporate division (other than those excluded by the prior sentence) who transfer directly to a GE Aerospace or GE Energy employer after January 4, 2023 and prior to the GE Energy business ceasing to be an Affiliate of GE shall be eligible for the treatment described in this paragraph (d) upon their subsequent layoff or eligibility for severance payments from such employer, provided they have completed at least 10 years of Pension Qualification Service at that time. This paragraph (d) shall not apply unless the Employee executes a Release on such terms and in such manner as the Company may require in its absolute discretion and in accordance with Section XV(c). Notwithstanding the foregoing, the Pension Board may in its absolute discretion prescribe such additional conditions and other rules as it deems necessary or advisable in applying this paragraph (d), including the designation of groups of employees who shall and shall not be eligible for this Special Benefit Protection treatment.
Section V.Time and Form of Payment
(a)Executive Retirement Installment Benefits shall be paid in 10 annual installments, each of which shall equal the amount calculated under Section XVI, XVII or XVIII, as applicable, divided by 10.
(b)The first annual installment of an Executive Retirement Installment Benefit described in subsection (a) shall be paid as of the first day of the month following the later of (1) three completed calendar months after Separation from Service (or six completed calendar months after Separation from Service in the case of a Specified Employee), or (2) the Employee’s 60th birthday. Notwithstanding the foregoing, in the case of payments made under Section XVII (Disability Retirement), the first annual installment of an Executive Retirement Installment Benefit shall be paid as of the first day of the month following six completed calendar months after Separation from Service. The remaining nine annual installments shall be paid as of the anniversary of the date set forth above.
(c)No interest shall be earned or paid with respect to any Executive Retirement Installment Benefits, including any payments upon death under Section XX.
(d)The Company shall be entitled to withhold all applicable withholding taxes, including, but not limited to, federal income taxes, Federal Insurance Contributions Act (“FICA”) taxes, and state income taxes, from an Employee’s Executive Retirement Installment Benefit. The present value of an Employee’s Executive Retirement Installment Benefit is required by law to be subject to FICA taxation (Social Security tax, Medicare tax, and if applicable, additional Medicare tax) on the date on which the present value of the Employee’s Executive Retirement Installment Benefit becomes reasonably ascertainable. As a condition of participation in the Plan, the Employee shall be required to make arrangements to satisfy the required FICA tax withholding, including being required to remit to the Company the amount necessary to satisfy his or her withholding requirements. The Company shall have the power and the right to withhold the amount necessary to satisfy an Employee’s FICA tax obligation from the amount payable under the Plan or to establish other means to satisfy such obligation, including, to the extent permitted by law, the Company’s payment of any required tax on the Employee’s behalf subject to repayment by the Employee, as specified under a policy adopted by the Pension Board.
(e)Notwithstanding any provision of this Plan to the contrary, if an Employee’s employment is terminated for Cause or if the Pension Board determines in its sole discretion that an Employee has engaged in conduct that (i) constitutes a breach of the Release, (ii) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or an Affiliate or (iii) occurred prior to the Employee’s Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Employee’s Separation From Service), the Employee shall forfeit the Employee’s right to any unpaid Executive Retirement Installment Benefit under this Plan and may be required to repay any amounts previously paid under the Plan to the extent recovery is permitted by law.
The remedy under this subsection (e) is not exclusive and shall not limit any right of the Company or any Affiliate under applicable law, including (but not limited to) a remedy under (i) Section 10D of the Securities Exchange Act of 1934, as amended, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.
Section VI.Payments Upon Death
(a)If death occurs after installments of an Executive Retirement Installment Benefit have commenced under Section XIX(b), but before all 10 annual installments have been paid, the remaining installments shall continue to be paid to the Employee’s designated beneficiary as of the yearly anniversary specified in Section XIX(b).
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(b)If an eligible Employee who has been continuously in the Service of the Company or an Affiliate since January 1, 2021 (with respect to an Employee who dies after December 31, 2020), dies while in Service with the Company and before installments of an Executive Retirement Installment benefit have commenced under Section XIX(b), a death benefit shall be paid to his designated beneficiary under this Section XX(b), and not any other provision of this Part, equal to:
(1)if death occurs on or after the Employees 65th birthday, the amount calculated under section XVI(a);
(2)if death occurs after the Employee’s 60th birthday but before his 65th birthday, the amount calculated under Section XVI(a), reduced by 5/12% for each month from the day payments commence (as described below) to what would have been the Employee’s Normal Commencement Date; or
(3)if death occurs on or before the Employee’s 60th birthday, 75% of the amount calculated under Section XVI(a).
Death benefits under this Section XX(b) shall take into account only Benefit Service and Compensation as of death (or the Termination Date, if earlier). Such death benefits shall be paid in 10 equal annual installments (the amount determined under paragraph (1), (2) or (3) as applicable, divided by 10). The first annual installment shall be paid as of the first day of the month following three completed calendar months after death. The remaining nine annual installments shall be paid as of the anniversary of the date in the preceding sentence.
(c)If a former eligible Employee who is not in Service with the Company dies after satisfying all requirements hereunder to become entitled to receive an Executive Retirement Installment Benefit, but before payment of such benefit begins under Section XIX(b), a death benefit shall be paid to his designated beneficiary at the same time, in the same form (10 annual installments) and in the same amount as if the former Employee had survived and his benefit had commenced as scheduled.
(d)The designated beneficiary is the beneficiary or beneficiaries designated by the Employee on a beneficiary designation form properly filed by the Employee in accordance with established administrative procedures, or if there is no such designated beneficiary, the Employee’s estate. Employees may name and change beneficiaries without the consent of any person.
Section VII.Impact of Reemployment and Other Status Changes
(a)An Executive Retirement Installment Benefit that has commenced shall not stop, and the form of payment shall not be altered, upon reemployment.
(b)If an Employee is reemployed after becoming entitled to an Executive Retirement Installment Benefit but before payment of such benefit has begun, payment shall commence and be made as if the Employee had not been reemployed.
(c)An Employee who is reemployed by the Company on or after January 1, 2021, after becoming entitled to or after commencing an Executive Retirement Installment Benefit shall not be eligible for any benefits under the Plan with respect to the Employee’s period of reemployment, and the amount of the Executive Retirement Installment Benefit to which such Employee was entitled prior to reemployment shall not change as a result of the Employee’s reemployment.
(d)In the case of reemployment by the Company before January 1, 2021, any post-reemployment benefit:
(1)shall be subject to the principles of this Part II as if it were a separate benefit; but
(2)shall be calculated by subtracting (i) any benefit payable for the period prior to such reemployment from (ii) any benefit determined as of the subsequent Termination Date and payable as of the subsequent Separation from Service, taking into account for purposes of this clause (ii) all Benefit Service and Compensation (including pre-reemployment Benefit Service and Compensation) as of the subsequent Termination Date.
Consistent with the foregoing, if a post-reemployment benefit is payable consistent with the principles of this Part II, such benefit shall be paid at the time and in the form prescribed by Section XIX (Time and Form of Payment), and the provisions of Section XX (Payments Upon Death) shall apply separately to the post-reemployment benefit, in both cases disregarding how any pre-reemployment benefit is being or has been paid.
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(e)If an Employee was eligible for an Executive Retirement Installment Benefit, leaves the Service of the Company and all Affiliates before becoming entitled to such benefit, and is rehired by the Company on or after January 1, 2021, such Employee shall not become entitled to the Executive Retirement Installment Benefit for which the Employee was previously eligible, and such Employee’s prior Benefit Service, Annual Average Compensation, and Eligibility Service shall be forfeited. Such Employee also shall not be eligible for any post-reemployment benefit under the Plan.
(f)If an Employee was eligible for an Executive Retirement Installment Benefit, has a Termination Date before becoming entitled to such benefit, and remains continuously in the Service of the Company or an Affiliate following such Termination Date until the Employee is reemployed by the Company (including reemployment following a transfer to the Company from an Affiliate) on or after January 1, 2021:
(1)such Employee shall have the Eligibility Service, Benefit Service, and Annual Average Compensation that were credited to the Employee as of the Employee’s Termination Date reinstated as of the Employee’s first day of reemployment with the Company;
(2)such Employee shall be credited with Eligibility Service for service with an Affiliate to the extent such service is RSP Service as defined in the GE Retirement Savings Plan, regardless of whether the Employee is described in subsection (a) of the definition of “Eligibility Service” in Section XXII; and
(3)the Executive Retirement Installment Benefit to which such Employee may become entitled during a period of reemployment with the Company shall be calculated taking into account only the Employee’s Benefit Service and Compensation as of the Employee’s most recent Termination Date preceding the Employee’s first period of reemployment with the Company that begins on or after January 1, 2021.
(g)Principles similar to those in subsections (a) through (f) shall apply if an Employee is reemployed more than once.
(h)Prior to January 1, 2021, if an Employee ceased to be eligible to continue accruing Benefit Service solely because he was no longer assigned to the GE executive or higher career band, his Executive Retirement Installment Benefit was calculated taking into account his Compensation as an Employee attributable to periods after he was no longer so assigned, even though he could earn Benefit Service only during periods while so assigned. Notwithstanding any provision in this Plan to the contrary, the Executive Retirement Installment Benefit of such an Employee who was not assigned to the GE executive or higher career band on December 31, 2020, shall be calculated taking into account only his Compensation as an Employee earned through December 31, 2020, regardless of whether such Employee is again assigned to the GE executive or higher career band on or after January 1, 2021. Further notwithstanding any provision in this Plan to the contrary, the Executive Retirement Installment Benefit of an Employee who ceases to be eligible to continue accruing Benefit Service on or after January 1, 2021, solely because he is no longer assigned to the Sponsor’s executive or higher career band shall be calculated taking into account only his Compensation earned as an Employee prior to such change in career band. An Employee described in this Section XXI(h) who is again assigned to the Sponsor’s executive or higher career band during a period of time beginning on or after January 1, 2021, shall not accrue Benefit Service during such period.
Section VIII.Definitions
The following terms have the following meanings when used in Part II.
Benefit Service – means service as an Employee (including during a bona fide leave of absence) while assigned to the Sponsor’s executive or higher career band and while eligible to participate in either:
(a)the GE Pension Plan; or
(b)the GE Retirement Savings Plan as either:
(1)a Retirement Contribution Participant; or
(2)otherwise, but only in the case of an Affiliate that has made an applicable election described in Section XV(a)(3) and then only for periods after such election is effective;
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provided, however, that Benefit Service shall not include (A) service performed before 2011 or service during any period after an Employee terminates Service with the Company; (B) service performed by an Employee during a period of reemployment with the Company (including reemployment following a transfer to the Company from an Affiliate) that begins on or after January 1, 2021; (C) service performed during a period of time on or after January 1, 2021, by an Employee who ceased to be eligible to continue accruing Benefit Service solely because he was no longer assigned to the Sponsor’s executive or higher career band and who is again assigned to the Sponsor’s executive or higher career band on or after January 1, 2021; or (D) service performed while participating in Part I of the Plan before January 1, 2021.
In addition, Benefit Service for any period in which an Employee works on a part-time schedule of less than 35 hours per week shall be reduced in accordance with established administrative procedures based on the ratio of the Employee’s part-time schedule to full-time schedule.
Notwithstanding the foregoing, Benefit Service shall also include any period of Service with the Company or an Affiliate as the Pension Board may otherwise provide by rules and regulations issued with respect to this Plan; and any period of service with another employer as may be approved from time to time by the Chairman of the Board but only to the extent that any conditions specified in such approval have been met. Any grant of Benefit Service under the preceding sentence may also specify which accrual rate (the rate prescribed in Section XVI(a)(1), (a)(2) or (a)(3)) applies to such Benefit Service.
The Pension Board may also adopt such rules as it deems necessary for determining an Employee’s Benefit Service, and for determining which accrual rate (the rate prescribed in Section XVI(a)(1), (a)(2) or (a)(3)) applies to such Benefit Service.
Cause – means, as determined in the sole discretion of the Pension Board, an Employee’s:
(a)breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or an Affiliate or breach of a material term of any other agreement between the Employee and the Company or an Affiliate;
(b)engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or an Affiliate;
(c)commission of an act of dishonesty, fraud, embezzlement or theft;
(d)conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude; or
(e)failure to comply with the Company’s and all Affiliates’ policies and procedures, including but not limited to The Spirit and Letter.
Company – means:
(a)Company as defined in the GE Pension Plan; and
(b)any other Affiliate that adopts this Plan on or after January 1, 2011, as approved by the Pension Board (including an Affiliate that has made an applicable election described in Section XV(a)(3)).
Eligibility Service – means:
(a)RSP Service as defined in the GE Retirement Savings Plan (RSP) for (1) an Employee who is a Retirement Contribution Participant under the RSP, or (2) an Employee of an Affiliate that has made an applicable election described in Section XV(a)(3); and
(b)Pension Qualification Service as defined in the GE Pension Plan for all other Employees.
For Employees described in subsection (a) of this definition, Eligibility Service also includes periods of protected service credited under established Company procedures, such as in connection with a layoff or permanent disability, that are not credited as RSP Service. An Employee who was previously eligible for but did not become entitled to an Executive Retirement Installment Benefit as of the Employee’s Termination Date, who leaves the Service of the Company and all Affiliates, and who is reemployed with the Company or an Affiliate on or after January 1, 2021, shall not have any prior Eligibility Service reinstated and shall not be credited with or accrue any Eligibility Service during any such period of reemployment.
The Pension Board may adopt such rules as it deems necessary for determining an Employee’s Eligibility Service.
Employee – means Employee as defined in the GE Pension Plan, but substituting the term “Company” as defined in this Section XXII for the term “Company” as used in the definition of Employee in the GE Pension Plan.
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Normal Commencement Date – means the first day of the month following three completed calendar months after an Employee’s 65th birthday, except that in the case of a Specified Employee whose benefit has been delayed for six completed calendar months pursuant to Section XIX(b)(1), it means the first day of the month following six completed calendar months after his 65th birthday.
GE Pension Plan – means the GE Pension Plan, as defined in Section II(g).
GE Retirement Savings Plan – means the GE Retirement Savings Plan or a plan maintained by the Sponsor to which accounts are spun off from the GE Retirement Savings Plan.
Termination Date – means the earlier of the date of an Employee’s Separation from Service or termination of Service with the Company.
Section IX.Effect of Certain Plan Provisions
(a)The following provisions of Part I shall not apply to Part II:
Section I, except the penultimate paragraph thereof
Section II(a)
Section II(b)
Section II(c)
Section II(e)
Section II(h)
Section II(i)
Section II(j)
Section II(l)
Section II(m)
Section III(a)
Section III(c)
Section IV
Section V
Section VI
Section VII
Section VIII
Section IX
Section X
Section XIII
(b)The remaining provisions of Part I, or the underlying principles of such provisions, shall apply to Part II. Consistent with the foregoing and without limiting the scope of this subsection (b):
(1)the Board of Directors may, in its sole discretion, terminate, suspend or amend the Executive Retirement Installment Benefit set forth in this Part II consistent with the principles of Section XII in the same manner that the Supplementary Pension Annuity Benefit in Part I may be so terminated, suspended or amended;
(2)the Pension Board shall have the same powers, authority and absolute discretion with respect to the Executive Retirement Installment Benefit in this Part II that it has with respect to the Supplementary Pension Annuity Benefit in Part I consistent with the principles of Section XI; and
(3)the definition of Non-Grandfathered Plan Benefit in Section ll(j) shall include all benefits earned under Part II.
(c)No provisions of Part II shall apply to Part I, except that, as described in the Introduction, the service disregard rule in Section XV(b) shall apply in determining eligibility for Part I.
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Appendix A
Transfer of GE Energy Benefits and Liabilities from GE Supplementary Pension Plan
Section I. Allocation of Employees
Effective January 1, 2023 (the “Plan Spin-Off Date”), in anticipation of General Electric Company’s split into three separate companies comprising General Electric Company’s aviation, healthcare and energy businesses, respectively, the Energy Benefit Liabilities (as defined below) are transferred to this Plan (the “Plan Spin-Off”). The Energy Benefit Liabilities are the benefits and liabilities under the GE Supplementary Pension Plan for (i) active employees of GE Energy, and (ii) most former employees of General Electric Company’s energy business, in each case as determined by General Electric Company in its sole discretion and identified on a list maintained in the records of General Electric Company. (For the avoidance of doubt, with respect to individuals who have accrued GE Pension Plan benefits as of the Plan Spin-Off Date, the Energy Benefit Liabilities are the benefits and liabilities under the GE Supplementary Pension Plan for individuals whose benefits under the GE Pension Plan are transferred as of the Plan Spin-Off Date to the GE Energy Pension Plan.) The participants transferred to this Plan are the “GE Energy Transferees.” No GE Energy Transferee shall have any claims against General Electric Company or any of its affiliates (other than the Sponsor while it is an affiliate of General Electric Company) in respect of benefits under the GE Supplementary Pension Plan or the Plan.
Benefits and liabilities for certain former employees of General Electric Company’s energy business will remain in the GE Aerospace Supplementary Pension Plan, as determined by General Electric Company in its sole discretion and identified on a list maintained in the records of General Electric Company.
Effective immediately prior to the Plan Spin-Off Date, the GE Energy Transferees (including, as applicable, their beneficiaries) shall cease to be participants in the GE Aerospace Supplementary Pension Plan, shall no longer be entitled to any benefit payments from the GE Aerospace Supplementary Pension Plan, and shall no longer have any rights whatsoever under the GE Aerospace Supplementary Pension Plan (even if the GE Energy Transferee is subsequently employed by, or has service with, General Electric Company or the GE Affiliates, unless the GE Energy Transferee’s benefit is transferred back to the GE Aerospace Supplementary Pension Plan in accordance with this Appendix A). Effective on the Plan Spin-Off Date, this Plan assumes the Energy Benefit Liabilities as a continuation of the GE Aerospace Supplementary Pension Plan and each GE Energy Transferee is a participant in this Plan. Each GE Energy Transferee’s status under this Plan on the Plan Spin-Off Date shall be the same as the GE Energy Transferee’s status under the GE Aerospace Supplementary Pension Plan immediately prior to the Plan Spin-Off Date. For the avoidance of doubt, (i) each GE Energy Transferee’s service with General Electric Company and the GE Affiliates credited under the GE Aerospace Supplementary Pension Plan immediately prior to the Plan Spin-Off Date shall be credited under this Plan, and (ii) no GE Energy Transferee shall be treated as incurring a termination of employment, separation from service, vesting, retirement or similar event for purposes of determining the right to a distribution, benefits or any other purpose under this Plan solely as a result of the Plan Spin-Off or the corporate spin-offs of General Electric Company’s healthcare and energy businesses.
Section II. Transfer of Benefits and Liabilities
The Plan Spin-Off shall be effected in accordance with the applicable requirements of this instrument. The accrued benefit of each GE Energy Transferee under the GE Supplementary Pension Plan immediately before the Plan Spin-Off shall become his accrued benefit under this Plan immediately after the Plan Spin-Off.
Following the Plan Spin-Off, the Sponsor and its Affiliates shall have exclusive responsibility for paying benefits under this Plan and for all payment obligations hereunder.
Section III. Transfers to this Plan after the Plan Spin-Off Date
Following the Plan Spin-Off Date, if an individual with an accrued benefit under the GE Aerospace Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan (1) transfers employment directly to a GE Affiliate that is part of GE Energy or (2) is hired by a GE Affiliate that is part of GE Energy, the benefits and liabilities for such individual shall be transferred from the GE Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan, as applicable, to this Plan (each such transfer to this Plan, a “Subsequent Plan Spin-Off”). Such Subsequent Plan Spin-Off shall be effective: (i) if the individual does not have a benefit under the GE Aerospace Pension Plan or the GE HealthCare Pension Plan, upon the date of such individual’s transfer of employment or hire, as applicable, or (ii) if the individual has a benefit under the GE Aerospace Pension Plan or the GE HealthCare Pension Plan, the date of the corresponding transfer of such individual’s benefit under such pension plan to the GE Energy Pension Plan (the “Subsequent Spin-Off Date”). (For the avoidance of doubt, no Subsequent Plan Spin-Off shall occur in connection with a transfer of employment if such individual’s former employer is not an Affiliate when the individual becomes employed by his new employer.)
Each Subsequent Plan Spin-Off shall be completed in a manner consistent with Sections I and II of this Appendix A and the individual subject to the Subsequent Plan Spin-Off shall be treated as a “GE Energy Transferee;” provided, however, that the “Plan Spin-Off Date” with respect to such GE Energy Transferee shall be the Subsequent Spin-Off Date.
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Immediately after the Subsequent Plan Spin-Off, each GE Energy Transferee included in the Subsequent Plan Spin-Off shall cease to be a participant in the GE Aerospace Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan, as applicable, and shall become a participant in the Plan. Regardless of whether the Subsequent Spin-Off Date is the same as the date of the change in employment, the GE Energy Transferee’s status under the Plan as of the Subsequent Spin-Off Date shall be the same as if the Subsequent Plan Spin-Off had occurred at the time of the change in employment (preserving the GE Energy Transferee’s status under the GE Aerospace Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan (as applicable) immediately prior to such change in employment, unless the GE HealthCare Transferee’s new position involves a change in status under the Plan), with service crediting and benefit accrual (as applicable) for periods after the change in employment being determined in accordance with the Plan’s rules for the GE Energy Transferee’s new position.
Section IV. Transfers from this Plan after the Plan Spin-Off Date
Following the Plan Spin-Off Date, if an individual with an accrued benefit under this Plan (1) transfers employment directly to an Affiliate that is part of GE Aerospace or GE HealthCare or (2) is hired by an Affiliate that is part of GE Aerospace or GE HealthCare, the benefits and liabilities for such individual (each such individual, a “Transferred Participant”) shall be transferred from this Plan to the GE Aerospace Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan, as applicable (each such transfer from the Plan, a “Reverse Plan Spin-Off”). Such Reverse Plan Spin-Off shall be effective: (i) if the Transferred Participant does not have a benefit under the GE Energy Pension Plan, upon the date of the Transferred Participant’s transfer of employment or hire, as applicable, or (ii) if the Transferred Participant has a benefit under the GE Energy Pension Plan, the date of the corresponding transfer of such Transferred Participant’s benefit under the GE Energy Pension Plan (the “Transfer Date”). (For the avoidance of doubt, no Reverse Plan Spin-Off shall occur in connection with a transfer of employment if such individual’s former employer is not an Affiliate when the individual becomes employed by his new employer.)
If the Reverse Plan Spin-Off occurs after the Transferred Participant’s transfer of employment or hire, such Transferred Participant shall continue to accrue service and benefits (if applicable) for the period until the Reverse Plan Spin-Off (unless the Transferred Participant’s new position involves a change in status under the terms of the GE Aerospace Supplementary Pension Plan or GE HealthCare Supplementary Pension Plan, as applicable), such that the Transferred Participant’s benefit under the GE Aerospace Supplementary Pension Plan or GE HealthCare Supplementary Pension Plan (as applicable) after the Reverse Plan Spin-Off shall be the same as if the Reverse Plan Spin-Off had occurred at the time of the applicable transfer of employment or hire.
Each Reverse Plan Spin-Off shall be effected in accordance with the applicable requirements of this instrument. The accrued benefit of the Transferred Participant under this Plan immediately before the Reverse Plan Spin-Off shall become his accrued benefit under the GE Aerospace Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan, as applicable, immediately after the Reverse Plan Spin-Off.
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Exhibit 31(a)
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, H. Lawrence Culp, Jr., certify that:
1.I have reviewed this quarterly report on Form 10-Q of General Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 25, 2023
| /s/ H. Lawrence Culp, Jr. | ||
| H. Lawrence Culp, Jr. | ||
| Chairman & Chief Executive Officer | ||
Exhibit 31(b)
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, Carolina Dybeck Happe, certify that:
1.I have reviewed this quarterly report on Form 10-Q of General Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 25, 2023
| /s/ Carolina Dybeck Happe | ||
| Carolina Dybeck Happe | ||
| Chief Financial Officer | ||
Exhibit 32
Certification Pursuant to
18 U.S.C. Section 1350
18 U.S.C. Section 1350
In connection with the Quarterly Report of General Electric Company (the “registrant”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, H. Lawrence Culp, Jr. and Carolina Dybeck Happe, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, that to our knowledge:
(1)The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
July 25, 2023
| /s/ H. Lawrence Culp, Jr. | ||
| H. Lawrence Culp, Jr. | ||
| Chairman & Chief Executive Officer | ||
| /s/ Carolina Dybeck Happe | ||
| Carolina Dybeck Happe | ||
| Chief Financial Officer | ||