GENERAL ELECTRIC CO — Proxy Solicitation & Information Statement 2016

Mar 15, 2016

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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General Electric Company

(Name of Registrant as Specified In Its Charter)

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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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2016 Proxy Statement Supplemental Information

March 14, 2016

Caution Concerning Forward-Looking Statements. This document contains "forward-looking statements" – that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, see http://www.ge.com/revester-relations/disclaimer-caution-concerning-forward-looking-statements as well as our annual reports on Form 10-K and quarterly reports on Form 10-Q. We do not undertake to update our forward-looking statements. This document also includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.

Imagination at work.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Non-GAAP Financial Measures Used in 2016 Proxy Statement

2

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Non-GAAP financial measures

The table below lists the non-GAAP financial measures used in the 2016 Proxy Statement and indicates where you can find more information, including how we calculate the measure and why we use it.

Non-GAAP measure*	Proxy pages	Where you can find more info**
Industrial operating + Verticals EPS	6-7, 30	2015 Annual Report on Form 10-K
Industrial operating profit (ex. Alstom)	6, 30	Page 7 of this document
Industrial segment operating profit margin (ex. Alstom)	6-7, 30, 33	2015 Annual Report on Form 10-K
Free cash flow	6, 30	2015 Annual Report on Form 10-K
2013-2015 operating EPS	6, 32	Page 10 of this document
2013-2015 total cash	6, 32	Page 11 of this document
Industrial earnings as % of earnings	6, 32	Page 12 of this document
Industrial ROTC	6-7, 30, 32-33	2015 Annual Report on Form 10-K
2011-2015 Industrial CFOA	6	Page 4 of this document
Industrial segment gross margin (ex. Alstom)	7, 33	2015 Annual Report on Form 10-K
Industrial operating EPS	7, 33	2015 Annual Report on Form 10-K
Industrial SG&A expenses as % of sales (ex. Alstom)	31	2015 Annual Report on Form 10-K
Adjusted corporate operating costs	31	2015 Annual Report on Form 10-K
GE Capital Verticals earnings	31	2015 Annual Report on Form 10-K
Industrial segment organic revenue growth	33	2015 Annual Report on Form 10-K

*Unless otherwise indicated, refers to 2015 data.

**When referring to the 2015 Annual Report on Form 10-K, please see "Financial Measures that Supplement U.S. Generally Accepted Accounting Principles Measures (Non-GAAP Financial Measures)" beginning on page 95.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Industrial CFOA for 2011-2015 PSUs

($ in millions)

	'15	'14	'13	'12	'11	2011-'15
Cash from GE's operating activities, as reported (GAAP)	$16,354	$15,171	$14,255	$17,826	$12,057	$75,663
Less dividends from GE Capital	4,300	3,000	5,985	6,426	-	$19,711
Cash from GE's operating activities, excluding dividends from GE Capital (Industrial CFOA) (non-GAAP)	$12,054	$12,171	$8,270	$11,400	$12,057	$55,952

*See the 2015 Annual Report on Form 10-K for an explanation of why management uses this metric.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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2015 Bonus Pool Funding Financial Metrics

5

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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2015 bonus pool funding financial metrics

• Industrial Operating + Verticals EPS
  Represents Industrial operating + Verticals earnings divided by the average number of fully diluted common shares. Verticals represents the GE Capital businesses that we expect to retain after the disposition of most of our financial services businesses.

• Industrial Operating Profit (ex. Alstom)
  Represents segment profit from GE's industrial segments plus adjusted corporate operating items and eliminations, excluding Alstom-related expenses and the results of Alstom, which GE acquired in the fourth quarter of 2015. See page 7 for how this was calculated.

• Industrial Segment Operating Profit Margin (ex. Alstom)
  Represents segment profit from GE's industrial segments as a percentage of revenue from these segments, excluding the results of Alstom, which GE acquired in the fourth quarter of 2015.

• Free Cash Flow
  Represents GE's cash from operating activities (including from the Industrial continuing operations of the company and dividends from GE Capital) minus GE additions to property, plant and equipment (P&E) and plus GE dispositions of P&E that are included in cash from investing activities.

To see how each of these metrics (other than the operating profit metric) was calculated, refer to "Financial Measures that Supplement U.S. Generally Accepted Accounting Principles Measures (Non-GAAP Financial Measures)" on page 95 of the 2015 Annual Report on Form 10-K.

*Under the terms of the bonus program, the MDCC could adjust these items for extraordinary items. As described in more detail on page 30 of the 2016 Proxy Statement, the MDCC determined to: (1) use 2015 Industrial operating + Verticals earnings for the EPS metric; and (2) adjust the performance levels for the free cash flow metric downward.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Industrial operating profit for 2015 bonuses

($ in millions)

	2015
Total Industrial operating profit excluding Alstom*	$16,013
Less: Other Alstom-related expenses	(67)
Adjusted Industrial operating profit excluding Alstom	$16,080

7

*See the 2015 Annual Report on Form 10-K for a detailed non-GAAP reconciliation.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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2013-2015 LTPA Program Metrics

5

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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2013-2015 LTPA metrics*

• EPS (2013-2015)
  Represents operating earnings for 2013 and 2014 and Industrial operating + Verticals earnings for 2015, in each case divided by the average number of fully diluted common shares. See page 10 for how this was calculated.

• Total Cash (2013-2015)
  Represents GE cash from operating activities (including from the Industrial continuing operations of the company and dividends from GE Capital) plus net proceeds from Industrial dispositions. See page 11 for how this was calculated.

• Industrial Earnings % (2015)
  Represents Industrial operating earnings as a percentage of Industrial operating + Verticals earnings. See page 12 for how this was calculated.

• Industrial ROTC (2015)
  Represents Industrial earnings from continuing operations before accounting changes plus the sum of after-tax interest and other financial charges and noncontrolling interests, divided by the sum of the averages of Industrial equity (excluding effects of discontinued operations and the estimated value of assets held to support GE Capital), borrowings, mandatorily redeemable preferred stock and noncontrolling interests (on an annual basis, calculated using a five-point average). See "Financial Measures that Supplement U.S. Generally Accepted Accounting Principles (Non-GAAP Financial Measures)" on page 95 of the 2015 Annual Report on Form 10-K for how this was calculated.

*Under the terms of the LTPA program, the MDCC could adjust these items for extraordinary items. As described in more detail on page 33 of the 2016 Proxy Statement, the MDCC determined to: (1) use 2015 Industrial operating + Verticals earnings for the Operating EPS metric; (2) include the Synchrony Financial exchange offer value in the measurement of Total Cash; and (3) replace the total company ROTC metric with Industrial ROTC.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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EPS for 2013-2015 LTPAs

2013-'14 operating EPS*	2013	2014
Continuing earnings per share	$1.47	$1.51
Adjustment (net of tax):
Non-operating pension costs/(income)	0.16	0.14
Operating earnings per share	$1.64	$1.65
2015 Industrial operating
+ Verticals EPS**
Industrial operating EPS	$1.14
Verticals EPS	0.17
Industrial operating + Verticals EPS	$1.31
LPTA summary
---	---
2013 operating EPS	$1.64
2014 operating EPS	1.65
2015 Industrial operating
+ Verticals	1.31
2013-'15	$4.60

EPS amounts are computed independently. As a result, the sum of per-share amounts may not equal the total.

*As originally reported; see the 2014 Annual Report on Form 10-K for a detailed non-GAAP reconciliation.

**See the 2015 Annual Report on Form 10-K for a detailed non-GAAP reconciliation.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Total cash for 2013-2015 LTPAs

($ in millions)

	'15	'14	'13	2013-'15
Cash from GE's operating activities continuing operations, as reported	$16,354	$15,171	$14,255	$45,780
Plus GE proceeds from principal business dispositions	1,725	602	1,316	3,643
Plus proceeds from sale of equity interest in NBCU LLC	-	-	16,699	16,699
Plus Synchrony Financial exchange offer value	20,383	-	-	20,383
Total cash	$38,462	$15,773	$32,270	$86,505

11

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Industrial earnings % for 2013-2015 LTPAs*

($ in millions)

	2015
Earnings from continuing operations attributable to common shareholders (GAAP)	$1,663
Adjustment (net of tax): non-operating pension costs/(income)	1,797
Operating earnings (Non-GAAP)	$3,460
Less: Other GE Capital (loss) (Non-GAAP)	(9,649)
Industrial operating plus Verticals earnings (Non-GAAP)	$13,109
Verticals earnings (Non-GAAP)	$1,666
Industrial operating earnings (Non-GAAP)	$11,443
Industrial earnings %	87%

12

*See the 2015 Annual Report on Form 10-K for a detailed non-GAAP reconciliation.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Reconciliation of Realized Compensation to Summary Compensation

13

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Realized versus summary compensation

To calculate realized compensation for 2015 (which represents taxable W-2 income for 2015), we started with the 2015 amounts shown in the SEC Total column in the Summary Compensation Table on page 36 and made the following adjustments:*

Subtractions from SEC Total	Additions to SEC Total
• Bonus & LTPA earned for 2015 (reflected in Bonus and Non-Equity Incentive Plan Comp. columns)
• Aggregate grant date fair value of equity awards (reflected in Stock Awards & Option Awards columns)
• Year-over-year change in pension value & nonqualified deferred compensation earnings (reflected in the Change in Pension Value & Nonqualified Deferred Comp. Earnings column)
• Contributions to the Retirement Savings Plan (RSP) & medical premiums that are deducted from income on a pretax basis
• Difference between the cost attributable to personal use of aircraft as calculated under SEC rules versus tax rules
• GE's RSP match (reflected in the table under "All Other Comp." on page 37)	• Bonus actually paid in 2015 (reflected in Bonus column for 2014)
• Value realized from vesting of RSUs before payment of applicable withholding taxes & brokerage commissions (reflected in Option Exercises and Stock Vested Table on page 43), including the value realized from payment of any dividend equivalents
• Travel costs attributable to the named executives' guests when there is no aggregate incremental cost to the company under SEC rules but there is imputed income for tax purposes

Also, certain other benefits (reflected in the table under "All Other Comp." on page 37) are accounted for on a tax year of November through October for realized compensation purposes and on a calendar-year basis under SEC rules. For more information on total compensation as calculated under SEC rules, see the narrative accompanying the Summary Compensation Table beginning on page 36.

*Page numbers refer to the company's 2016 Proxy Statement, as filed with the SEC.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Reconciliation of Proxy Tables to SEC-Required Tables

15

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016

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Reconciliation of proxy tables to SEC-required tables*

We have simplified certain compensation table column headers in GE's 2016 Proxy Statement to provide, what we believe, is clearer, more transparent disclosure for investors. The table below explains how these column headers line up with the SEC labels.

SEC -required Grants of Plan-Based Awards Table	GE's Long-Term Incentive Compensation Table (p. 40)
Estimated Future Payouts Under Equity Incentive Plan Awards	Estimated Future Payouts Under Performance Share Units (#)
All Other Stock Awards: Number of Shares of Stock or Units	Restricted Stock Units (#)
All Other Option Awards: Number of Securities Underlying Options	Stock Options (#)
Exercise Price of Option Awards	Stock Option Exercise Price
Grant Date Fair Value of Stock and Option Awards	Grant Date Fair Value of Awards
SEC -required Outstanding Equity Awards at Fiscal Year-End Table	GE's Outstanding Equity Awards Table (p. 41)
Number of Securities Underlying Unexercised Options (Exercisable)	Number of Unexercised Options (Exercisable)
Number of Securities Underlying Unexercised Options (Unexercisable)	Number of Unexercised Options (Unexercisable)
Number of Shares or Units of Stock That Have Not Vested	Number of Unvested RSUs
Market Value of Shares or Units of Stock That Have Not Vested	Market Value of Unvested RSUs
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Number of Unearned PSUs
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested	Market Value of Unearned PSUs

*Page numbers refer to the company's 2016 Proxy Statement, as filed with the SEC.

Source: GENERAL ELECTRIC CO, DEFA14A, 3/14/2016