UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) November 17, 2015
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General Electric Company
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(Exact name of registrant as specified in its charter)
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New York
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001-00035
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14-0689340
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3135 Easton Turnpike, Fairfield, Connecticut
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06828-0001
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code (203) 373-2211
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 17, 2015, General Electric Company (the "Company" or "GE") completed the previously announced split-off of Synchrony Financial ("Synchrony") through which the Company accepted 671,366,809 shares of GE common stock from its shareholders in exchange for 705,270,833 shares of Synchrony common stock that it owned (the "Exchange").
Synchrony's results for the periods prior to the Exchange will be reported as discontinued operations beginning in the fourth quarter of 2015.
The unaudited pro forma financial information giving effect to the Exchange is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference:
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Unaudited Pro Forma Condensed Consolidated Statement of Financial Position at September 30, 2015.
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Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2015 and 2014 and each of the years ended December 31, 2014, 2013 and 2012.
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Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
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(d) Exhibits. See Exhibits Index.
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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 hereunto duly authorized.
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General Electric Company
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(Registrant)
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Date: November 23, 2015
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/s/ Jan R. Hauser
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Jan R. Hauser
Vice President and Controller
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3
EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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General Electric Company Unaudited Pro Forma Condensed
Consolidated Financial Statements.
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EXHIBIT 99.1
GENERAL ELECTRIC COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On November 17, 2015, General Electric Company (the "Company" or "GE") completed the previously announced split-off of Synchrony Financial ("Synchrony") through which the Company accepted 671,366,809 shares of GE common stock from its shareholders in exchange for 705,270,833 shares of Synchrony stock that it owned (the "Exchange"). As a result, Synchrony's historical results will be reported in GE's consolidated financial statements as discontinued operations and in subsequent periods GE's consolidated financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Synchrony.
The following unaudited pro forma condensed consolidated statement of financial position of GE as of September 30, 2015 is presented as if the Exchange and related events, as described in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred at September 30, 2015. The unaudited pro forma condensed consolidated statements of earnings for the nine months ended September 30, 2015 and 2014, and each of the years ended December 31, 2014, 2013 and 2012, are presented as if such events had occurred on January 1, 2012. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of GE and Synchrony for each period presented and in the opinion of GE management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made.
These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had the Exchange and related events been completed as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with the following:
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GE's audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2014, and Management's Discussion and Analysis included in GE's Annual Report on Form 10-K for the year ended December 31, 2014 as updated by GE's Current Report on Form 8-K filed August 7, 2015.
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GE's unaudited consolidated financial statements and the notes thereto as of and for the nine months ended September 30, 2015, and Management's Discussion and Analysis included in GE's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
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Synchrony's audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2014, and Management's Discussion and Analysis included in Synchrony's Annual Report on Form 10-K for the year ended December 31, 2014.
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Synchrony's unaudited consolidated financial statements and the notes thereto as of and for the nine months ended September 30, 2015, and Management's Discussion and Analysis included in Synchrony's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
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Synchrony's Registration Statement on Form S-4 filed October 19, 2015.
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Synchrony's Amendment No. 1 to Registration Statement on Form S-4 filed November 3, 2015.
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1
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General Electric Company
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Unaudited Pro Forma Condensed Consolidated Statement of Financial Position
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At September 30, 2015
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General
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Electric
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Company
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Deconsolidation
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Effects of the
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(In millions, except share amounts)
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Historical
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Synchrony
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Adjustments
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Exchange
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Pro Forma
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Assets
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Cash and equivalents
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$
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99,086
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$
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(12,271)
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$
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-
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$
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-
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$
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86,815
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Investment securities
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36,933
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(3,596)
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-
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-
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33,337
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Current receivables
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22,332
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-
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-
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-
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22,332
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Inventories
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19,285
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-
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-
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-
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19,285
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Financing receivables – net
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72,353
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(60,149)
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-
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-
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12,204
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Other GECC receivables
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6,280
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(163)
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-
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-
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6,117
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Property, plant and equipment – net
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50,704
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(153)
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-
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-
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50,551
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Investment in Synchrony
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-
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-
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16,589
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(16,589)
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-
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Goodwill
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61,660
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(951)
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(7,659)
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-
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53,050
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Other intangible assets – net
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13,618
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(646)
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-
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-
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12,972
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All other assets
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45,793
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(739)
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-
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-
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45,054
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Financing receivables held for sale
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22,832
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-
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-
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-
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22,832
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Deferred income taxes
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176
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(642)
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466
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-
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-
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Assets of businesses held for sale
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8,309
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-
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-
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-
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8,309
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Assets of discontinued operations
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121,949
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-
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-
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-
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121,949
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Total assets
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$
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581,310
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$
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(79,310)
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$
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9,396
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$
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(16,589)
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$
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494,807
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Liabilities and equity
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Short-term borrowings
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$
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46,495
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$
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-
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$
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-
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$
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-
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$
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46,495
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Accounts payable, principally trade accounts
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11,762
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(254)
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-
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-
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11,508
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Progress collections and price adjustments accrued
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11,247
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-
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-
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-
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11,247
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Dividends payable
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2,324
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-
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-
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-
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2,324
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Other GE current liabilities
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12,624
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(120)
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-
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102
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12,606
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Non-recourse borrowings of consolidated securitization entities
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16,225
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(13,640)
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-
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-
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2,585
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Bank deposits
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48,656
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(40,548)
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-
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-
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8,108
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Long-term borrowings
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180,011
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(10,240)
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-
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-
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169,771
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Investment contracts, insurance liabilities and insurance annuity benefits
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|
26,135
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|
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-
|
|
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-
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|
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-
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26,135
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All other liabilities
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60,685
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(2,347)
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(217)
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|
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-
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58,121
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Deferred income taxes
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|
-
|
|
|
-
|
|
|
107
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|
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-
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|
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107
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Liabilities of businesses held for sale
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|
1,384
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|
|
-
|
|
|
-
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|
|
-
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1,384
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Liabilities of discontinued operations
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43,768
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|
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-
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|
|
-
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|
|
-
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43,768
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Total liabilities
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461,317
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(67,149)
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(110)
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|
102
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394,160
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| |
|
|
|
|
|
|
|
|
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|
|
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Common stock (10,109,239,000 and 9,437,872,191 shares outstanding
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|
|
|
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|
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|
|
|
|
|
|
|
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for GE Historical and Pro Forma, respectively)
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|
702
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|
-
|
|
|
-
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|
|
-
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|
702
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Accumulated other comprehensive income (loss) – net attributable to GE
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Investment securities
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|
561
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|
|
1
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|
|
(1)
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|
|
1
|
|
|
562
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|
Currency translation adjustments
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|
(5,281)
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|
|
19
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|
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(19)
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|
|
22
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|
|
(5,259)
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Cash flow hedges
|
|
(174)
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|
|
-
|
|
|
-
|
|
|
-
|
|
|
(174)
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|
Benefit plans
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|
(12,089)
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|
|
1
|
|
|
134
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|
|
1
|
|
|
(11,953)
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Other capital
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|
32,760
|
|
|
(9,141)
|
|
|
9,141
|
|
|
-
|
|
|
32,760
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Retained earnings
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|
135,932
|
|
|
(3,041)
|
|
|
3,041
|
|
|
3,668
|
|
|
139,600
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Less common stock held in treasury
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|
(41,207)
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|
|
-
|
|
|
-
|
|
|
(20,383)
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|
|
(61,590)
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|
Total GE shareowners' equity
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|
111,204
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|
|
(12,161)
|
|
|
12,296
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|
|
(16,691)
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|
|
94,648
|
|
Noncontrolling interests
|
|
8,788
|
|
|
-
|
|
|
(2,790)
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|
|
-
|
|
|
5,998
|
|
Total equity
|
|
119,993
|
|
|
(12,161)
|
|
|
9,506
|
|
|
(16,691)
|
|
|
100,647
|
|
Total liabilities and equity
|
$
|
581,310
|
|
$
|
(79,310)
|
|
$
|
9,396
|
|
$
|
(16,589)
|
|
$
|
494,807
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
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General Electric Company
|
|
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
|
For the nine months ended September 30, 2015
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
General
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Company
|
|
|
Deconsolidation
|
|
|
Effects of the
|
|
|
|
|
(In millions; per-share amounts in dollars)
|
|
Historical
|
|
|
Synchrony
|
|
|
Adjustments
|
|
|
Exchange
|
|
|
Pro Forma
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of goods
|
$
|
53,003
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
53,003
|
|
Sales of services
|
|
22,263
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
22,263
|
|
Other income
|
|
1,092
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,092
|
|
GECC revenues from services
|
|
16,373
|
|
|
(8,034)
|
|
|
-
|
|
|
-
|
|
|
8,339
|
|
Total revenues and other income
|
|
92,731
|
|
|
(8,034)
|
|
|
-
|
|
|
-
|
|
|
84,697
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of goods sold
|
|
42,748
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
42,748
|
|
Cost of services sold
|
|
14,690
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
14,690
|
|
Interest and other financial charges
|
|
3,976
|
|
|
(839)
|
|
|
-
|
|
|
-
|
|
|
3,137
|
|
Investment contracts, insurance losses and insurance annuity benefits
|
|
1,952
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,952
|
|
Provision for losses on financing receivables
|
|
4,636
|
|
|
(2,129)
|
|
|
-
|
|
|
-
|
|
|
2,507
|
|
Other costs and expenses
|
|
19,125
|
|
|
(2,403)
|
|
|
-
|
|
|
-
|
|
|
16,722
|
|
Total costs and expenses
|
|
87,127
|
|
|
(5,371)
|
|
|
-
|
|
|
-
|
|
|
81,756
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before income taxes
|
|
5,604
|
|
|
(2,663)
|
|
|
-
|
|
|
-
|
|
|
2,941
|
|
Benefit (provision) for income taxes
|
|
(7,466)
|
|
|
1,008
|
|
|
-
|
|
|
-
|
|
|
(6,458)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
(1,862)
|
|
|
(1,655)
|
|
|
-
|
|
|
-
|
|
|
(3,517)
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
|
229
|
|
|
(257)
|
|
|
-
|
|
|
-
|
|
|
(28)
|
|
Earnings (loss) from continuing operations attributable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to GE common shareowners
|
$
|
(2,091)
|
|
$
|
(1,398)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(3,489)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
$
|
(0.21)
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.37)
|
|
Basic earnings (loss) per share
|
$
|
(0.21)
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.37)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equivalent shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
10,085
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,414
|
|
Basic
|
|
10,085
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,414
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
|
General Electric Company
|
|
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
|
For the nine months ended September 30, 2014
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
General
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Company
|
|
|
Deconsolidation
|
|
|
Effects of the
|
|
|
|
|
(In millions; per-share amounts in dollars)
|
|
Historical
|
|
|
Synchrony
|
|
|
Adjustments
|
|
|
Exchange
|
|
|
Pro Forma
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of goods
|
$
|
53,894
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
53,894
|
|
Sales of services
|
|
21,945
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
21,945
|
|
Other income
|
|
792
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
792
|
|
GECC revenues from services
|
|
17,964
|
|
|
(7,428)
|
|
|
100
|
|
|
-
|
|
|
10,636
|
|
Total revenues and other income
|
|
94,595
|
|
|
(7,428)
|
|
|
100
|
|
|
-
|
|
|
87,267
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of goods sold
|
|
43,600
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
43,600
|
|
Cost of services sold
|
|
14,668
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
14,668
|
|
Interest and other financial charges
|
|
3,975
|
|
|
(632)
|
|
|
100
|
|
|
-
|
|
|
3,443
|
|
Investment contracts, insurance losses and insurance annuity benefits
|
|
1,940
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,940
|
|
Provision for losses on financing receivables
|
|
2,693
|
|
|
(2,120)
|
|
|
-
|
|
|
-
|
|
|
573
|
|
Other costs and expenses
|
|
18,744
|
|
|
(2,043)
|
|
|
-
|
|
|
-
|
|
|
16,701
|
|
Total costs and expenses
|
|
85,620
|
|
|
(4,795)
|
|
|
100
|
|
|
-
|
|
|
80,925
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before income taxes
|
|
8,975
|
|
|
(2,633)
|
|
|
-
|
|
|
-
|
|
|
6,342
|
|
Benefit (provision) for income taxes
|
|
(1,034)
|
|
|
988
|
|
|
-
|
|
|
-
|
|
|
(46)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
7,941
|
|
|
(1,645)
|
|
|
-
|
|
|
-
|
|
|
6,296
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
|
(75)
|
|
|
(50)
|
|
|
-
|
|
|
-
|
|
|
(125)
|
|
Earnings (loss) from continuing operations attributable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to GE common shareowners
|
$
|
8,016
|
|
$
|
(1,595)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,421
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
$
|
0.68
|
|
Basic earnings (loss) per share
|
$
|
0.80
|
|
|
|
|
|
|
|
|
|
|
$
|
0.68
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equivalent shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
10,121
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,450
|
|
Basic
|
|
10,042
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,371
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
|
General Electric Company
|
|
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
|
For the year ended December 31, 2014
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
General
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Company
|
|
|
Deconsolidation
|
|
|
Effects of the
|
|
|
|
|
(In millions; per-share amounts in dollars)
|
|
Historical
|
|
|
Synchrony
|
|
|
Adjustments
|
|
|
Exchange
|
|
|
Pro Forma
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of goods
|
$
|
76,569
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
76,569
|
|
Sales of services
|
|
30,190
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
30,190
|
|
Other income
|
|
778
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
778
|
|
GECC revenues from services
|
|
24,671
|
|
|
(10,145)
|
|
|
108
|
|
|
-
|
|
|
14,634
|
|
Total revenues and other income
|
|
132,208
|
|
|
(10,145)
|
|
|
108
|
|
|
-
|
|
|
122,171
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of goods sold
|
|
61,257
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
61,257
|
|
Cost of services sold
|
|
20,054
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,054
|
|
Interest and other financial charges
|
|
5,334
|
|
|
(913)
|
|
|
108
|
|
|
-
|
|
|
4,529
|
|
Investment contracts, insurance losses and insurance annuity benefits
|
|
2,548
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,548
|
|
Provision for losses on financing receivables
|
|
3,623
|
|
|
(2,917)
|
|
|
-
|
|
|
-
|
|
|
706
|
|
Other costs and expenses
|
|
25,238
|
|
|
(2,835)
|
|
|
-
|
|
|
-
|
|
|
22,403
|
|
Total costs and expenses
|
|
118,054
|
|
|
(6,665)
|
|
|
108
|
|
|
-
|
|
|
111,497
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before income taxes
|
|
14,154
|
|
|
(3,480)
|
|
|
-
|
|
|
-
|
|
|
10,674
|
|
Benefit (provision) for income taxes
|
|
(1,508)
|
|
|
1,305
|
|
|
-
|
|
|
-
|
|
|
(203)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
12,646
|
|
|
(2,175)
|
|
|
-
|
|
|
-
|
|
|
10,471
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
|
112
|
|
|
(132)
|
|
|
-
|
|
|
-
|
|
|
(20)
|
|
Earnings (loss) from continuing operations attributable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to GE common shareowners
|
$
|
12,534
|
|
$
|
(2,043)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
10,491
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
|
$
|
1.11
|
|
Basic earnings (loss) per share
|
$
|
1.25
|
|
|
|
|
|
|
|
|
|
|
$
|
1.12
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equivalent shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
10,123
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,452
|
|
Basic
|
|
10,045
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,374
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
|
General Electric Company
|
|
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
|
For the year ended December 31, 2013
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
General
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Company
|
|
|
Deconsolidation
|
|
|
Effects of the
|
|
|
|
|
(In millions; per-share amounts in dollars)
|
|
Historical
|
|
|
Synchrony
|
|
|
Adjustments
|
|
|
Exchange
|
|
|
Pro Forma
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of goods
|
$
|
71,873
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
71,873
|
|
Sales of services
|
|
28,669
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
28,669
|
|
Other income
|
|
3,108
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,108
|
|
GECC revenues from services
|
|
25,336
|
|
|
(9,305)
|
|
|
222
|
|
|
-
|
|
|
16,253
|
|
Total revenues and other income
|
|
128,986
|
|
|
(9,305)
|
|
|
222
|
|
|
-
|
|
|
119,903
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of goods sold
|
|
57,867
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
57,867
|
|
Cost of services sold
|
|
19,274
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
19,274
|
|
Interest and other financial charges
|
|
5,539
|
|
|
(732)
|
|
|
151
|
|
|
-
|
|
|
4,958
|
|
Investment contracts, insurance losses and insurance annuity benefits
|
|
2,676
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,676
|
|
Provision for losses on financing receivables
|
|
4,053
|
|
|
(3,073)
|
|
|
-
|
|
|
-
|
|
|
980
|
|
Other costs and expenses
|
|
26,154
|
|
|
(2,235)
|
|
|
71
|
|
|
-
|
|
|
23,990
|
|
Total costs and expenses
|
|
115,563
|
|
|
(6,040)
|
|
|
222
|
|
|
-
|
|
|
109,745
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before income taxes
|
|
13,423
|
|
|
(3,265)
|
|
|
-
|
|
|
-
|
|
|
10,158
|
|
Benefit (provision) for income taxes
|
|
(1,212)
|
|
|
1,208
|
|
|
-
|
|
|
-
|
|
|
(4)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
12,211
|
|
|
(2,057)
|
|
|
-
|
|
|
-
|
|
|
10,154
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
|
298
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
298
|
|
Earnings (loss) from continuing operations attributable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to GE common shareowners
|
$
|
11,913
|
|
$
|
(2,057)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
9,856
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
$
|
1.16
|
|
|
|
|
|
|
|
|
|
|
$
|
1.02
|
|
Basic earnings (loss) per share
|
$
|
1.16
|
|
|
|
|
|
|
|
|
|
|
$
|
1.03
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equivalent shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
10,289
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,618
|
|
Basic
|
|
10,222
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,551
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
|
General Electric Company
|
|
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
|
For the year ended December 31, 2012
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
General
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Company
|
|
|
Deconsolidation
|
|
|
Effects of the
|
|
|
|
|
(In millions; per-share amounts in dollars)
|
|
Historical
|
|
|
Synchrony
|
|
|
Adjustments
|
|
|
Exchange
|
|
|
Pro Forma
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of goods
|
$
|
72,990
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
72,990
|
|
Sales of services
|
|
27,158
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
27,158
|
|
Other income
|
|
2,563
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,563
|
|
GECC revenues from services
|
|
25,180
|
|
|
(8,824)
|
|
|
206
|
|
|
-
|
|
|
16,562
|
|
Total revenues and other income
|
|
127,891
|
|
|
(8,824)
|
|
|
206
|
|
|
-
|
|
|
119,273
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of goods sold
|
|
56,785
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
56,785
|
|
Cost of services sold
|
|
17,525
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
17,525
|
|
Interest and other financial charges
|
|
6,442
|
|
|
(752)
|
|
|
146
|
|
|
-
|
|
|
5,836
|
|
Investment contracts, insurance losses and insurance annuity benefits
|
|
2,857
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,857
|
|
Provision for losses on financing receivables
|
|
3,224
|
|
|
(2,732)
|
|
|
-
|
|
|
-
|
|
|
492
|
|
Other costs and expenses
|
|
26,497
|
|
|
(1,868)
|
|
|
60
|
|
|
-
|
|
|
24,689
|
|
Total costs and expenses
|
|
113,330
|
|
|
(5,352)
|
|
|
206
|
|
|
-
|
|
|
108,184
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before income taxes
|
|
14,561
|
|
|
(3,472)
|
|
|
-
|
|
|
-
|
|
|
11,089
|
|
Benefit (provision) for income taxes
|
|
(2,526)
|
|
|
1,291
|
|
|
-
|
|
|
-
|
|
|
(1,235)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
12,035
|
|
|
(2,181)
|
|
|
-
|
|
|
-
|
|
|
9,854
|
|
Less net earnings (loss) attributable to noncontrolling interests
|
|
223
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
223
|
|
Earnings (loss) from continuing operations attributable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to GE common shareowners
|
$
|
11,812
|
|
$
|
(2,181)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
9,631
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
$
|
0.97
|
|
Basic earnings (loss) per share
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
$
|
0.98
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equivalent shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
10,564
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,893
|
|
Basic
|
|
10,523
|
|
|
|
|
|
|
|
|
(671)
|
|
|
9,852
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1) DECONSOLIDATION OF SYNCHRONY
Prior to the completion of its initial public offering on August 5, 2014, Synchrony was an indirect wholly owned subsidiary of GE. Following the IPO, GE beneficially owned 705,270,833 shares of Synchrony common stock in the aggregate, representing approximately 84.6% of the outstanding shares of Synchrony common stock. The Exchange (as described below), is intended to qualify for tax-free treatment under section 355 of the Internal Revenue Code of 1986, as amended.
Synchrony's historical results will be reported in GE's consolidated financial statements as discontinued operations, and in subsequent periods GE's consolidated financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Synchrony. The deconsolidation adjustments reflect (i) the reversal of the historical assets and liabilities and results of operations of Synchrony as recorded by GE, including the related tax impact, (ii) the reversal of consolidation entries and intercompany eliminations between Synchrony and subsidiaries of GE to present Synchrony as an unconsolidated subsidiary, (iii) the allocation of goodwill as a result of the completion of the Exchange and related events, (iv) the reclassification of remaining deferred income tax balances from assets to liabilities, and (v) the assumption of liabilities related to certain pension and retiree health plans. Not included in the pro forma results are anticipated savings due to costs that may be reduced or eliminated.
2) EXCHANGE AND SPLIT-OFF OF SYNCHRONY
On November 17, 2015, GE completed the previously announced split-off of Synchrony through which GE accepted 671,366,809 shares of GE common stock from its shareholders in exchange for 705,270,833 shares of Synchrony stock representing all the Synchrony stock that it owned.
These unaudited pro forma condensed consolidated financial statements reflect an exchange ratio of 1.0505 shares of Synchrony common stock for each share of GE common stock, which represents the ratio that was in effect following the official close of trading on the New York Stock Exchange ("NYSE") on November 12, 2015, and is calculated as the average GE price of $30.3454 per share divided by 93% of the average Synchrony price of $31.0620 per share, reflecting a discount of 7%. The average prices reflect the simple arithmetic average of the daily volume-weighted average prices ("VWAPs") of shares of GE common stock and Synchrony common stock on the NYSE during the three consecutive trading days ending on and including November 12, 2015. These unaudited pro forma condensed consolidated financial statements reflect the acceptance of 671,366,809 shares of GE common stock in exchange for the 705,270,833 shares of Synchrony common stock.
| |
|
|
Shares of Synchrony common stock exchanged
|
|
705,270,833
|
|
Exchange ratio
|
|
1.0505
|
|
Total shares of GE common stock accepted
|
|
671,366,809
|
| |
|
|
The 671,366,809 shares of GE common stock acquired in the Exchange have been reflected as treasury stock on the unaudited pro forma condensed consolidated statement of financial position. This transaction results in a pro forma one-time net gain to GE estimated as of September 30, 2015 to be approximately $3,668 million calculated as follows:
|
(In millions)
|
|
| |
|
|
|
Fair value of GE common stock tendered (671,366,809 shares acquired at the GE closing price of
|
$
|
20,383
|
|
$30.36 per share as of November 16, 2015)
|
|
|
|
GECC's carrying value in Synchrony at September 30, 2015
|
|
(16,589)
|
|
Accumulated other comprehensive loss
|
|
(24)
|
|
Estimated transaction costs
|
|
(102)
|
|
Pro forma net gain as of September 30, 2015
|
$
|
3,668
|
| |
|
|
The pro forma net gain, which would be reflected in discontinued operations in GE's consolidated statement of earnings, has not been reflected in the unaudited pro forma condensed consolidated statements of earnings.
The amount of the actual gain may differ materially from the pro forma net gain set forth above based on factors including GE's carrying value of Synchrony at the time the Exchange was consummated (which carrying value would be expected to increase as GE recognizes its share of Synchrony's earnings through the closing of the Exchange).