S-8

As filed with the Securities and Exchange Commission on July 27, 2018

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

General Electric Company
(Exact Name of Registrant as Specified in Its Charter)

New York
(State or Other Jurisdiction of Incorporation or Organization)

14-0689340
(I.R.S. Employer Identification No.)

41 Farnsworth Street
Boston, MA 02210
(Address of Principal Executive Offices)

GE Retirement Savings Plan
(Full Title of the Plan)

Christoph A. Pereira
Vice President, Chief Corporate, Securities and Finance Counsel
General Electric Company
41 Farnsworth Street
Boston, MA 02210
(Name and Address of Agent for Service)

(617) 443-3000
(Telephone Number, Including Area Code, of Agent for Service)

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):

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if smaller reporting company)	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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE
		Proposed Maximum	Proposed Maximum	Amount of
	Amount to be	Offering Price Per	Aggregate Offering	Registration Fee
Title of Securities to be registered	Registered (1)	Share (2)	Price (2)	(3)
Common Stock, $0.06 par value per share (1)	100,000,000	$12.99	$1,299,000,000	$161,725.50

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and (c) of the Securities Act. The maximum offering price per share is based on the average of the high and low prices of the Common Stock of General Electric Company as reported on the New York Stock Exchange on July 24, 2018.
(3)	Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying .0001245 and the proposed maximum aggregate offering price.

INTRODUCTION

This Registration Statement on Form S-8 is filed by General Electric Company, a New York corporation (the “Company,” “GE” or the “Registrant”), relating to 100,000,000 shares of the Company’s common stock, par value $0.06 per share (the “Common Stock”), to be offered and sold under the GE Retirement Savings Plan (formerly known as the GE Savings and Security Program) (the “Plan”), which are in addition to the 200,000,000 shares of Common Stock previously registered on the Company’s Registration Statements on Form S-8 on November 8, 2011 and February 28, 2014, respectively, which each registered 100,000,000 shares of Common Stock (SEC file numbers 333-177805 and 333-194243, respectively) (the “Prior Registration Statements”).

This Registration Statement on Form S-8 is filed by the Plan with respect to an indeterminate amount of interests in the Plan.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits
Exhibit
No.	Description
4.1	The Restated Certificate of Incorporation of GE (Incorporated by reference to Exhibit 3(i) to GE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013), as amended by the Certificate of Amendment, dated December 2, 2015 (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated December 3, 2015), as further amended by the Certificate of Amendment, dated January 19, 2016 (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated January 20, 2016) and as further amended by the Certificate of Change (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated September 1, 2016) (in each case, under SEC file number 001-00035)
4.2	The By-Laws of GE, as amended and restated on June 9, 2017 (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K dated June 12, 2017) (SEC file number 001-00035)
5.1	Opinion of Gibson, Dunn & Crutcher LLP*
5.2	IRS determination letter dated April 24, 2014 relating to the GE Retirement Savings Plan (Incorporated by reference to Exhibit 5.2 of GE’s Form S-8 dated March 2, 2015) (SEC file number 333-202435)**
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm relating to General Electric Company’s Form 10-K for the fiscal year ended December 31, 2017*
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to the Plan’s Form 11-K for the fiscal year ended December 31, 2017*
23.3	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
24.1	Power of Attorney of General Electric Company*
24.2	Power of Attorney of Plan Fiduciary relating to the Plan*

*	Filed herewith
**	The Internal Revenue Service (“IRS”) has notified the Company by a letter dated April 24, 2014, that the Plan is qualified under the appropriate sections of the Internal Revenue Code. The Plan has been amended and restated since that letter was issued. However, counsel for the Plan has no reason to believe that those changes have adversely affected the validity of the determination letter.

SIGNATURES

The Company. Pursuant to the requirements of the Securities Act of 1933, as amended, General Electric Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 27^th day of July, 2018.

GENERAL ELECTRIC COMPANY
By:	/s/ Christoph A. Pereira
Name:	Christoph A. Pereira
Title:	Vice President, Chief Corporate, Securities
	and Finance Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
*John L. Flannery	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	July 27, 2018
*Jamie S. Miller	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	July 27, 2018
*Jan R. Hauser	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	July 27, 2018
*Sébastien M. Bazin	Director	July 27, 2018
*W. Geoffrey Beattie	Director	July 27, 2018
*John J. Brennan	Director	July 27, 2018
*H. Lawrence Culp, Jr.	Director	July 27, 2018
*Francisco D’Souza	Director	July 27, 2018
*Edward P. Garden	Director	July 27, 2018
*Thomas W. Horton	Director	July 27, 2018
*Risa Lavizzo-Mourey	Director	July 27, 2018
*James J. Mulva	Director	July 27, 2018
*Leslie F. Seidman	Director	July 27, 2018
*James S. Tisch	Director	July 27, 2018
A Majority of the Board of Directors.

* By:	/s/ Christoph A. Pereira
	Christoph A. Pereira
	Attorney-in-Fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 27^th day of July, 2018.

GE RETIREMENT SAVINGS PLAN
By:	/s/ Christoph A. Pereira
	Christoph A. Pereira
	Attorney-in-Fact

EX-5.1

Exhibit 5.1

Gibson, Dunn & Crutcher LLP 200 Park Avenue
New York, NY 10166-0193
Tel 212.351.4000
www.gibsondunn.com

July 27, 2018

General Electric Company
41 Farnsworth Street
Boston, MA 02210

Re:	General Electric Company
	Registration Statement on Form S-8 Relating to the Retirement Savings Plan

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of General Electric Company, a New York corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 100,000,000 shares of the Company’s common stock, par value $0.06 per share (the “Shares”), available for issuance under the GE Retirement Savings Plan (the “Plan”). The Plan is a qualified profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), that contains a qualified cash or deferred arrangement under Section 401(k) of the Code.

We have examined the Plan and the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares to be issued by the Company, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and, subject to the provisions of Section 630 of the New York Business Corporation Law, non-assessable.

Beijing ● Brussels ● Century City ● Dallas ● Denver ● Dubai ● Frankfurt ● Hong Kong ● Houston ● London ● Los Angeles ● Munich
New York ● Orange County ● Palo Alto ● Paris ● San Francisco ● São Paulo ● Singapore ● Washington, D.C.

General Electric Company
July 27, 2018
Page 2

We express no opinion regarding the effectiveness of any waiver (whether or not stated as such) contained in the Plan of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity or any provision in the Plan relating to indemnification, exculpation or contribution.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York. This opinion is limited to the effect of the current state of the laws of the State of New York, and to the current judicial interpretations thereof and to the facts as they exist on the date hereof. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
General Electric Company:

We consent to the use of our report dated February 23, 2018 relating to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 2017 and 2016, and the related statements of earnings (loss), comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2017, and the effectiveness of internal control over financial reporting as of December 31, 2017, incorporated by reference in the Registration Statement on Form S-8 of General Electric Company, which report appears in the December 31, 2017 annual report on Form 10-K of General Electric Company.

/s/ KPMG LLP


Boston, Massachusetts
July 27, 2018

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
General Electric Company:

We consent to the use of our report dated June 14, 2018 relating to the statements of net assets available for plan benefits of the GE Retirement Savings Plan (the Plan) as of December 31, 2017 and 2016, the related statements of changes in net assets available for plan benefits for the years then ended, and the supplemental Schedule H, line 4i – schedule of assets (held at end of year), incorporated by reference in the Registration Statement on Form S-8 of General Electric Company, which report appears in the December 31, 2017 annual report on Form 11-K of the GE Retirement Savings Plan.

/s/ KPMG LLP


Albany, New York
July 27, 2018

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of General Electric Company, a New York corporation (the “Company”), hereby constitutes and appoints John L. Flannery, Michael J. Holston, Jamie S. Miller, Jan R. Hauser and Christoph A. Pereira, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with or without the others, for him or her and in his or her name, place and stead in any and all capacities: (i) to sign this Registration Statement under the Securities Act of 1933, as amended, on Form S-8, any amendments thereto, and all post-effective amendments and supplements to this Registration Statement for the registration of the Company’s securities; and (ii) to file this Registration Statement and any and all amendments and supplements thereto, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, in each case, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 27^th day of July, 2018.

/s/ John L. Flannery	/s/ Francisco D’Souza
John L. Flannery	Francisco D’Souza
Chairman of the Board and Chief Executive Officer	Director
(Principal Executive Officer and Director)
/s/ Jamie S. Miller	/s/ Edward P. Garden
Jamie S. Miller	Edward P. Garden
Senior Vice President and Chief Financial Officer	Director
(Principal Financial Officer)
/s/ Jan R. Hauser	/s/ Thomas W. Horton
Jan R. Hauser	Thomas W. Horton
Vice President, Controller and Chief Accounting Officer	Director
(Principal Accounting Officer)
/s/ Sébastien M. Bazin	/s/ Risa Lavizzo-Mourey
Sébastien M. Bazin	Risa Lavizzo-Mourey
Director	Director
/s/ W. Geoffrey Beattie	/s/ James J. Mulva
W. Geoffrey Beattie	James J. Mulva
Director	Director
/s/ John J. Brennan	/s/ Leslie F. Seidman
John J. Brennan	Leslie F. Seidman
Director	Director
/s/ H. Lawrence Culp, Jr.	/s/ James S. Tisch
H. Lawrence Culp, Jr.	James S. Tisch
Director	Director

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the plan named below constitutes and appoints John L. Flannery, Michael J. Holston, Jamie S. Miller, Jan R. Hauser and Christoph A. Pereira its true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments to the Registration Statement, including pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 24^th day of July, 2018.

GE Retirement Savings Plan
By: General Electric Company, as Plan Administrator
By:	/s/ Michael J. Gorman
Name:	Michael J. Gorman
Title:	Secretary, Pension Board