Item 8.01. Other Events.
On June 15, 2020, General Electric Company (the “Company”)
closed its previously announced public offering of $1,500,000,000 aggregate principal amount of 4.350% Notes due 2050 (the “2050
Notes”). With respect to the issuance and sale of the 2050 Notes, the Company entered into the Debt Securities Underwriting
Agreement (the “Underwriting Agreement”) between the Company and Morgan Stanley & Co. LLC, as Representative
of the several underwriters named therein on June 8, 2020. The 2050 Notes constitute further issuances of and form a single series
with the $2,250,000,000 aggregate principal amount of 4.350% Notes due 2050 issued by the Company on April 22, 2020.
The 2050 Notes were issued pursuant to a senior note indenture,
dated as of October 9, 2012 (the “Company Base Indenture”), as supplemented by the company order and officer’s
certificate of the Company, dated as of June 15, 2020 (the “GE Company Order and Officer’s Certificate” and together
with the Company Base Indenture, the “Company Indenture”), by and between the Company and The Bank of New York Mellon,
as trustee.
The 2050 Notes have been registered under the Securities Act of
1933, as amended, by a registration statement on Form S-3ASR (Registration No. 333-229886), filed with the Securities and Exchange
Commission (the “SEC”) on February 26, 2019, as supplemented by a preliminary prospectus supplement, filed with the
SEC on June 8, 2020, and a final prospectus supplement, filed with the SEC on June 10, 2020 (collectively, the “Registration
Statement”). This Current Report on Form 8-K is incorporated by reference into the Registration Statement.
In addition on June 15, 2020, GE Capital closed its previously
announced private debt offering of $1,500,000,000 aggregate principal amount of 4.400% Notes due 2030 (the “2030 Notes”
and together with the 2050 Notes, the “Notes”). The 2030 Notes were issued by GE Capital Funding, LLC, a finance subsidiary
of GE Capital (the “GE Capital Issuer”), and fully, irrevocably and unconditionally guaranteed by the Company. The
2030 Notes constitute further issuances of and form a single series with the $1,400,000,000 aggregate principal amount of 4.400%
Notes due 2030 issued by the GE Capital Issuer on May 18, 2020. The 2030 Notes will be entitled to certain registration rights.
The 2030 Notes were issued pursuant to an indenture, dated as
of May 18, 2020 (the “GE Capital Base Indenture”), as supplemented by the company order and officer’s certificate
of GE Capital, dated as of June 15, 2020 (the “GE Capital Company Order and Officer’s Certificate” and together
with the GE Capital Base Indenture, the “GE Capital Indenture”), by and between the GE Capital Issuer, the Company,
as guarantor, and the Bank of New York Mellon, as trustee.
The Notes rank pari passu with the outstanding existing and future
senior unsecured debt of the Company. The Company intends to use the proceeds of the offerings to reduce shorter-duration debt,
including repaying a portion of the Company’s intercompany debt obligations to GE Capital and reducing GE Capital’s
outstanding debt obligations.
The foregoing description of the Notes, including the applicable
guarantees endorsed on the 2030 Notes, the Company Indenture, GE Capital Indenture and other documents relating to this transaction
does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents,
form or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.