UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 94323 / February 28, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20165

In the Matter of

General Electric Company,

Respondent.

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NOTICE OF PROPOSED PLAN OF

DISTRIBUTION AND

OPPORTUNITY FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the United States Securities and Exchange

Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans (“Commission’s

Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a

proposed plan of distribution (the “Proposed Plan”) for the distribution of monies paid in the abovecaptioned matter.

On December 9, 2020, the Commission issued an Order Instituting Cease-and-Desist

Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities

Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist

Order (the “Order”)1 against General Electric Company (“GE” or the “Respondent”). In the Order,

the Commission found that GE, a large publicly-traded company that operates a number of lines of

businesses, failed to disclose material information to investors related to two of its key reportable

segments during the period from 2015 through 2017. First, GE failed to disclose to investors

information concerning the nature of its reported profit growth in its power business and $2.5 billion

in reported cash collections. Second, from the third quarter of 2015 through the first quarter of 2017,

GE failed to disclose to investors worsening trends in its insurance business and the potential for

substantial losses. GE's insurance business ultimately incurred a $9.5 billion pre-tax charge against

GE's earnings for the fourth quarter of 2017 and required capital contributions by GE of

approximately $15 billion over seven years to fund expected future insurance claims. The

Commission ordered the Respondent to pay a $200,000,000 civil money penalty to the Commission.

The Commission also created the Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act

of 2002, so the penalty paid can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund includes the $200,000,000 paid by the Respondent. The assets of the Fair

Fund are subject to the continuing jurisdiction and control of the Commission. The Fair Fund and

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Securities Act Rel. No. 10899 (Dec. 9, 2020).

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has been deposited in an interest-bearing account at the U.S. Department of the Treasury’s Bureau of

the Fiscal Service, and any interest accrued will be added to the Fair Fund.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of the

Plan from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm.

Interested persons may also obtain a written copy of the Proposed Plan by submitting a written

request to Keshia W. Ellis, United States Securities and Exchange Commission, 100 F Street, NE,

Washington, DC 20549-5876. All persons who desire to comment on the Proposed Plan may submit

their comments, in writing, no later than thirty (30) days from the date of this Notice:

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to the Office of the Secretary, United States Securities and Exchange Commission,

100 F Street, NE, Washington, DC 20549-1090;

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by using the Commission’s Internet comment form

(http://www.sec.gov/litigation/admin.shtml); or

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by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative

Proceeding File No. 3-20165” in the subject line. Comments received will be publicly available.

Persons should submit only information they wish to make publicly available.

THE PROPOSED PLAN

The Net Available Fair Fund2 is comprised of the $200,000,000.00 in civil money penalties

paid by the Respondent, plus interest and income earned thereon, less taxes, fees, and expenses. The

Proposed Plan provides for the distribution of the Net Available Fair Fund to investors who

purchased Securities during the Relevant Period and suffered a Recognized Loss as calculated in

accordance with the methodology of the Plan of Allocation in the Proposed Plan.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.3

Vanessa A. Countryman

Secretary

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed Plan.

17 C.F.R. § 200.30-4(a)(21)(iii).

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