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

Date of Report (Date of earliest event reported) November 25, 2015
 
 
General Electric Company
 
 
(Exact name of registrant as specified in its charter)
 
 
New York
 
001-00035
 
14-0689340
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
   
 
   
3135 Easton Turnpike, Fairfield, Connecticut
     
06828-0001
(Address of principal executive offices)
     
(Zip Code)
   
 
   
Registrant's telephone number, including area code   (203) 373-2211
 
     
(Former name or former address, if changed since last report.)

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):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 2.06 Material Impairments.

On April 10, 2015, General Electric Company ("GE"), announced its plan (the "GE Capital Exit Plan") to reduce the size of its financial services businesses through the sale of most of the assets of its subsidiary, General Electric Capital Corporation ("GECC") over the next 24 months, and to focus on continued investment and growth in GE's industrial businesses. As part of that announcement, GE estimated that it expected to incur approximately $23 billion of after-tax charges related to the GE Capital Exit Plan through 2016. In the first nine months of 2015, GE recognized $21.1 billion of after-tax charges related to the GE Capital Exit Plan.

As reported by GE on November 17, 2015, GE completed the split-off of Synchrony Financial ("Synchrony") which was reported in GECC's Consumer business. As previously disclosed in a Form 8-K filed on November 23, 2015, that transaction resulted in GE accepting 671,366,809 shares of its common stock in exchange for its Synchrony shares, as well as a pro forma gain as of September 30, 2015 of approximately $3.7 billion. Synchrony's historical results, as well as the actual gain on the transaction, will be reported as discontinued operations in the fourth quarter of 2015.

On November 30, 2015, GE classified the rest of GECC's Consumer business as held for sale. In connection with that classification, and as anticipated by the GE Capital Exit Plan, GE expects to recognize after-tax charges in the range of approximately $0.5 billion to $1.0 billion related to the loss on disposal for that business. None of these charges are expected to result in future net cash expenditures, and the charges were included within the framework of GE's initial GE Capital Exit Plan announcement on April 10, 2015. The charges will be partially offset by an after-tax gain of approximately $0.5 billion on the sale of our consumer finance business in Australia and New Zealand that was completed on November 25, 2015. Both the charges and the gain will be reported in discontinued operations in the fourth quarter of 2015.

Item 8.01 Other Events.

GE will report GECC's Consumer business as discontinued operations beginning in the fourth quarter of 2015. Unaudited pro forma financial information giving effect to the Consumer business classified as discontinued operations is filed herewith as Exhibit 99.

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 to this Report on Form 8-K and is incorporated herein by reference:

·
Unaudited Pro Forma Condensed Consolidated Statement of Financial Position at September 30, 2015.
·
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.
·
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

Unaudited pro forma ratio of earnings to fixed charges information is also filed herewith as Exhibits 12(a) and 12(b).

(d) Exhibits.  See Exhibits Index.
2


Forward-Looking Statements

This document contains "forward-looking statements" – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," or "target."

 
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about our announced plan to reduce the size of our financial services businesses, including expected cash and non-cash charges associated with this plan; expected income; earnings per share; revenues; organic growth; margins; cost structure; restructuring charges; cash flows; return on capital; capital expenditures, capital allocation or capital structure; dividends; and the split between Industrial and GE Capital earnings.

For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:

·
obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or approvals associated with our announced plan to reduce the size of our financial services businesses;
·
our ability to complete incremental asset sales as part of that plan in a timely manner (or at all) and at the prices we have assumed;
·
changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices and the value of financial assets, including the impact of these conditions on our ability to sell or the value of incremental assets to be sold as part of our announced plan to reduce the size of our financial services businesses as well as other aspects of that plan;
·
the impact of conditions in the financial and credit markets on the availability and cost of GECC's funding, and GECC's exposure to counterparties;
·
the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults;
·
pending and future mortgage loan repurchase claims and other litigation claims in connection with WMC, which may affect our estimates of liability, including possible loss estimates;
·
our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;
·
the adequacy of our cash flows and earnings and other conditions which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels;
·
GECC's ability to pay dividends to GE at the planned level, which may be affected by GECC's cash flows and earnings, financial services regulation and oversight, and other factors;
·
our ability to convert pre-order commitments/wins into orders;
·
the price we realize on orders since commitments/wins are stated at list prices;
·
customer actions or developments such as early aircraft retirements or reduced energy demand and other factors that may affect the level of demand and financial performance of the major industries and customers we serve;
·
the effectiveness of our risk management framework;
·
the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation;
·
our capital allocation plans, as such plans may change including with respect to the timing and size of share repurchases, acquisitions, joint ventures, dispositions and other strategic actions;
·
our success in completing, including obtaining regulatory approvals for, announced transactions, such as the Appliances disposition and our announced plan and transactions to reduce the size of our financial services businesses;
·
our success in integrating acquired businesses and operating joint ventures;
·
our ability to realize anticipated earnings and savings from announced transactions, acquired businesses and joint ventures;
·
the impact of potential information technology or data security breaches; and
·
the other factors that are described in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014.


These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements.  We do not undertake to update our forward-looking statements.

This document includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.


3

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.

   
General Electric Company
 
   
(Registrant)
 
   
 
 
 
 
Date: November 30, 2015
 
/s/ Jan R. Hauser
 
   
Jan R. Hauser
Vice President and Controller
 

4


EXHIBIT INDEX



Exhibit Number
Description
12(a)
Pro Forma Computation of Ratio of Earnings to Fixed Charges
 
12(b)
Pro Forma Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
 
99
General Electric Company Unaudited Pro Forma Condensed
Consolidated Financial Statements
 



Exhibit 12(a)
           
General Electric Company
Pro Forma Computation of Ratio of Earnings to Fixed Charges
           
 
Nine months ended September 30
(Dollars in millions)
 
2015
   
2014
     
   
   
General Electric Company and
         
   consolidated affiliates
         
Earnings(a)
$
6,076
 
$
6,137
Plus:
         
   Interest and other financial charges
         
      included in expense(b)
 
6,332
   
7,116
   One-third of rental expense(c)
 
363
   
370
           
Adjusted "earnings"
$
12,771
 
$
13,623
           
Fixed charges:
         
   Interest and other financial charges
         
      included in expense(b)
$
6,332
 
$
7,116
   Interest capitalized
 
18
   
20
   One-third of rental expense(c)
 
363
   
370
           
Total fixed charges
$
6,713
 
$
7,506
           
Pro forma ratio of earnings to fixed charges
 
1.90
   
1.81
           
(a) Pro forma earnings before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
(b) Included interest on tax deficiencies and interest on discontinued operations.

(c) Considered to be representative of interest factor in rental expense.





Exhibit 12(b)
 
                             
General Electric Company
 
Pro Forma Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
 
                             
 
Years ended December 31
 
(Dollars in millions)
 
 
2014
 
   
2013
 
   
2012
 
   
2011
 
   
2010
 
     
   
 
   
   
 
   
   
 
   
   
 
   
General Electric Company and
 
                           
   consolidated affiliates
 
                           
Earnings(a)
 
$
 
9,769
 
 
$
 
9,040
 
 
$
 
8,529
 
 
$
 
12,847
 
 
$
 
15,913
 
Plus:
 
                           
   Interest and other financial charges
 
                           
      included in expense(b)
 
 
9,482
 
   
10,116
 
   
12,407
 
   
14,422
 
   
15,431
 
   One-third of rental expense(c)
 
 
473
 
   
504
 
   
510
 
   
462
 
   
563
 
                             
Adjusted "earnings"
 
$
 
19,724
 
 
$
 
19,660
 
 
$
 
21,446
 
 
$
 
27,731
 
 
$
 
31,907
 
                             
Fixed charges:
 
                           
   Interest and other financial charges
 
                           
      included in expense(b)
 
$
 
9,482
 
 
$
 
10,116
 
 
$
 
12,407
 
 
$
 
14,422
 
 
$
 
15,431
 
   Interest capitalized
 
 
25
 
   
29
 
   
28
 
   
25
 
   
39
 
   One-third of rental expense(c)
 
 
473
 
   
504
 
   
510
 
   
462
 
   
563
 
                             
Total fixed charges
 
$
 
9,980
 
 
$
 
10,649
 
 
$
 
12,945
 
 
$
 
14,909
 
 
$
 
16,033
 
                             
Pro forma ratio of earnings to fixed charges
 
 
1.98
 
   
1.85
 
   
1.66
 
   
1.86
 
   
1.99
 
                             
Preferred stock dividend requirements
 
$
 
-
 
 
$
 
-
 
 
$
 
-
 
 
$
 
1,031
 
 
$
 
300
 
                             
Pro forma ratio of earnings before provision for
 
                           
   income taxes to earnings from
 
                           
   continuing operations
 
 
1.08
 
   
1.15
 
   
1.16
 
   
1.49
 
   
1.18
 
                             
Preferred stock dividend factor on pre-tax basis
 
$
 
-
 
 
$
 
-
 
 
$
 
-
 
 
$
 
1,536
 
 
$
 
354
 
Fixed charges
 
 
9,980
 
   
10,649
 
   
12,945
 
   
14,909
 
   
16,033
 
                             
Total fixed charges and preferred stock
 
                           
   dividend requirements
 
$
 
9,980
 
 
$
 
10,649
 
 
$
 
12,945
 
 
$
 
16,445
 
 
$
 
16,387
 
                             
Pro forma ratio of earnings to combined fixed
 
                           
   charges and preferred stock dividends
 
 
1.98
 
   
1.85
 
   
1.66
 
   
1.69
 
   
1.95
 
                             
(a) Pro forma earnings before income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.
(b) Included interest on tax deficiencies and interest on discontinued operations.

(c) Considered to be representative of interest factor in rental expense.




EXHIBIT 99
GENERAL ELECTRIC COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As reported by GE on November 17, 2015, GE completed the split-off of Synchrony Financial ("Synchrony") which was reported in GECC's Consumer business. On November 30, 2015, the rest of GECC's Consumer business met the criteria to be classified as held for sale.  The Consumer business, including the results of Synchrony, will be reported as discontinued operations beginning in the fourth quarter of 2015.

The following unaudited pro forma condensed consolidated statement of financial position of GE as of September 30, 2015 is presented as if the classification of the Consumer business as discontinued operations, 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, reflect the classification of Consumer as discontinued operations. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of GE 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 classification of the Consumer business to discontinued operations 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:

·
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.
·
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.
·
GE's Current Report on Form 8-K filed November 23, 2015.


1


                 
General Electric Company
Unaudited Pro Forma Condensed Consolidated Statement of Financial Position
At September 30, 2015
                 
                 
   
General
           
   
Electric
           
   
Company
   
Consumer
     
(In millions, except share amounts)
 
Historical
   
Adjustment
   
Pro Forma
Assets
               
Cash and equivalents
$
99,086
 
$
(15,219)
 
$
83,867
Investment securities
 
36,933
   
(4,462)
   
32,471
Current receivables
 
22,332
   
-
   
22,332
Inventories
 
19,285
   
-
   
19,285
Financing receivables – net
 
72,353
   
(60,149)
   
12,204
Other GECC receivables
 
6,280
   
(405)
   
5,875
Property, plant and equipment – net
 
50,704
   
(265)
   
50,438
Goodwill
 
61,660
   
(9,088)
   
52,572
Other intangible assets – net
 
13,618
   
(684)
   
12,934
All other assets
 
45,793
   
(2,977)
   
42,817
Financing receivables held for sale
 
22,832
   
(22,713)
   
119
Deferred income taxes
 
176
   
918
   
1,094
Assets of businesses held for sale
 
8,309
   
(4,917)
   
3,392
Assets of discontinued operations
 
121,949
   
121,533
   
243,482
Total assets
$
581,310
 
$
1,572
 
$
582,882
                 
Liabilities and equity
               
Short-term borrowings
$
46,495
 
$
(189)
 
$
46,306
Accounts payable, principally trade accounts
 
11,762
   
(400)
   
11,362
Progress collections and price adjustments accrued
 
11,247
   
-
   
11,247
Dividends payable
 
2,324
   
-
   
2,324
Other GE current liabilities
 
12,624
   
-
   
12,624
Non-recourse borrowings of consolidated securitization entities
 
16,225
   
(13,640)
   
2,585
Bank deposits
 
48,656
   
(48,656)
   
-
Long-term borrowings
 
180,011
   
(10,872)
   
169,138
Investment contracts, insurance liabilities and insurance annuity benefits
 
26,135
   
(28)
   
26,108
All other liabilities
 
60,685
   
(2,527)
   
58,158
Liabilities of businesses held for sale
 
1,384
   
(260)
   
1,124
Liabilities of discontinued operations
 
43,768
   
78,144
   
121,912
Total liabilities
 
461,317
   
1,572
   
462,889
                 
Common stock (10,109,239,000 shares outstanding)
 
702
   
-
   
702
Accumulated other comprehensive income (loss) – net attributable to GE
               
   Investment securities
 
561
   
-
   
561
   Currency translation adjustments
 
(5,281)
   
-
   
(5,281)
   Cash flow hedges
 
(174)
   
-
   
(174)
   Benefit plans
 
(12,089)
   
-
   
(12,089)
Other capital
 
32,760
   
-
   
32,760
Retained earnings
 
135,932
   
-
   
135,932
Less common stock held in treasury
 
(41,207)
   
-
   
(41,207)
Total GE shareowners' equity
 
111,204
   
-
   
111,204
Noncontrolling interests
 
8,788
   
-
   
8,788
Total equity
 
119,993
   
-
   
119,993
Total liabilities and equity
$
581,310
 
$
1,572
 
$
582,882
                 

Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.



2


General Electric Company
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the nine months ended September 30, 2015
                 
                 
   
General
           
   
Electric
           
   
Company
   
Consumer
     
(In millions; per-share amounts in dollars)
 
Historical
   
Adjustment
   
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
   
(9,237)
   
7,136
Total revenues and other income
 
92,731
   
(9,237)
   
83,494
                 
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
   
(1,748)
   
2,228
Investment contracts, insurance losses and insurance annuity benefits
 
1,952
   
(10)
   
1,942
Provision for losses on financing receivables
 
4,636
   
(4,596)
   
40
Other costs and expenses
 
19,125
   
(3,562)
   
15,563
Total costs and expenses
 
87,127
   
(9,915)
   
77,212
                 
Earnings (loss) from continuing operations
               
     before income taxes
 
5,604
   
679
   
6,282
Benefit (provision) for income taxes
 
(7,466)
   
238
   
(7,227)
                 
Earnings (loss) from continuing operations
 
(1,862)
   
917
   
(945)
Less net earnings (loss) attributable to noncontrolling interests
 
229
   
(270)
   
(41)
Earnings (loss) from continuing operations attributable
               
   to GE common shareowners
$
(2,091)
 
$
1,187
 
$
(904)
                 
Per share amounts
               
   Earnings (loss) from continuing operations
               
      Diluted earnings (loss) per share
$
(0.21)
       
$
(0.09)
      Basic earnings (loss) per share
$
(0.21)
       
$
(0.09)
                 
Average equivalent shares
               
   Diluted
 
10,085
         
10,085
   Basic
 
10,085
         
10,085
                 

Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.



3


General Electric Company
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the nine months ended September 30, 2014
                 
                 
   
General
           
   
Electric
           
   
Company
   
Consumer
     
(In millions; per-share amounts in dollars)
 
Historical
   
Adjustment
   
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
   
(10,822)
   
7,142
Total revenues and other income
 
94,595
   
(10,822)
   
83,773
                 
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
   
(1,898)
   
2,077
Investment contracts, insurance losses and insurance annuity benefits
 
1,940
   
(13)
   
1,927
Provision for losses on financing receivables
 
2,693
   
(2,663)
   
29
Other costs and expenses
 
18,744
   
(3,659)
   
15,087
Total costs and expenses
 
85,620
   
(8,233)
   
77,388
                 
Earnings (loss) from continuing operations
               
     before income taxes
 
8,975
   
(2,588)
   
6,385
Benefit (provision) for income taxes
 
(1,034)
   
449
   
(585)
                 
Earnings (loss) from continuing operations
 
7,941
   
(2,139)
   
5,800
Less net earnings (loss) attributable to noncontrolling interests
 
(75)
   
(71)
   
(146)
Earnings (loss) from continuing operations attributable
               
   to GE common shareowners
$
8,016
 
$
(2,068)
 
$
5,946
                 
Per share amounts
               
   Earnings (loss) from continuing operations
               
      Diluted earnings (loss) per share
$
0.79
       
$
0.59
      Basic earnings (loss) per share
$
0.80
       
$
0.59
                 
Average equivalent shares
               
   Diluted
 
10,121
         
10,121
   Basic
 
10,042
         
10,042
                 

Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.



4


General Electric Company
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the year ended December 31, 2014
                 
                 
   
General
           
   
Electric
           
   
Company
   
Consumer
     
(In millions; per-share amounts in dollars)
 
Historical
   
Adjustment
   
Pro Forma
                 
Revenues and other income
               
Sales of goods
$
76,569
 
$
-
 
$
76,568
Sales of services
 
30,190
   
-
   
30,190
Other income
 
778
   
-
   
778
GECC revenues from services
 
24,671
   
(15,023)
   
9,648
Total revenues and other income
 
132,208
   
(15,023)
   
117,184
                 
Costs and expenses
               
Costs of goods sold
 
61,257
   
-
   
61,257
Cost of services sold
 
20,054
   
-
   
20,053
Interest and other financial charges
 
5,334
   
(2,611)
   
2,723
Investment contracts, insurance losses and insurance annuity benefits
 
2,548
   
(18)
   
2,530
Provision for losses on financing receivables
 
3,623
   
(3,544)
   
80
Other costs and expenses
 
25,238
   
(4,959)
   
20,278
Total costs and expenses
 
118,054
   
(11,132)
   
106,921
                 
Earnings (loss) from continuing operations
               
     before income taxes
 
14,154
   
(3,891)
   
10,263
Benefit (provision) for income taxes
 
(1,508)
   
736
   
(773)
                 
Earnings (loss) from continuing operations
 
12,646
   
(3,155)
   
9,490
Less net earnings (loss) attributable to noncontrolling interests
 
112
   
(157)
   
(45)
Earnings (loss) from continuing operations attributable
               
   to GE common shareowners
$
12,534
 
$
(2,998)
 
$
9,535
                 
Per share amounts
               
   Earnings (loss) from continuing operations
               
      Diluted earnings (loss) per share
$
1.24
       
$
0.94
      Basic earnings (loss) per share
$
1.25
       
$
0.95
                 
Average equivalent shares
               
   Diluted
 
10,123
         
10,123
   Basic
 
10,045
         
10,045
                 

Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.



5


General Electric Company
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the year ended December 31, 2013
                 
                 
   
General
           
   
Electric
           
   
Company
   
Consumer
     
(In millions; per-share amounts in dollars)
 
Historical
   
Adjustment
   
Pro Forma
                 
Revenues and other income
               
Sales of goods
$
71,873
 
$
-
 
$
71,873
Sales of services
 
28,669
   
-
   
28,669
Other income
 
3,108
   
-
   
3,107
GECC revenues from services
 
25,336
   
(15,741)
   
9,595
Total revenues and other income
 
128,986
   
(15,741)
   
113,245
                 
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
   
(2,669)
   
2,870
Investment contracts, insurance losses and insurance annuity benefits
 
2,676
   
(15)
   
2,661
Provision for losses on financing receivables
 
4,053
   
(4,048)
   
5
Other costs and expenses
 
26,154
   
(4,686)
   
21,468
Total costs and expenses
 
115,563
   
(11,418)
   
104,145
                 
Earnings (loss) from continuing operations
               
     before income taxes
 
13,423
   
(4,324)
   
9,100
Benefit (provision) for income taxes
 
(1,212)
   
(7)
   
(1,219)
                 
Earnings (loss) from continuing operations
 
12,211
   
(4,330)
   
7,881
Less net earnings (loss) attributable to noncontrolling interests
 
298
   
(36)
   
262
Earnings (loss) from continuing operations attributable
               
   to GE common shareowners
$
11,913
 
$
(4,294)
 
$
7,618
                 
Per share amounts
               
   Earnings (loss) from continuing operations
               
      Diluted earnings (loss) per share
$
1.16
       
$
0.74
      Basic earnings (loss) per share
$
1.16
       
$
0.74
                 
Average equivalent shares
               
   Diluted
 
10,289
         
10,289
   Basic
 
10,222
         
10,222
                 

Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.



6


General Electric Company
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the year ended December 31, 2012
                 
                 
   
General
           
   
Electric
           
   
Company
   
Consumer
     
(In millions; per-share amounts in dollars)
 
Historical
   
Adjustment
   
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
   
(15,303)
   
9,877
Total revenues and other income
 
127,891
   
(15,303)
   
112,588
                 
Costs and expenses
               
Costs of goods sold
 
56,785
   
-
   
56,784
Cost of services sold
 
17,525
   
-
   
17,525
Interest and other financial charges
 
6,442
   
(3,294)
   
3,149
Investment contracts, insurance losses and  insurance annuity benefits
 
2,857
   
(10)
   
2,847
Provision for losses on financing receivables
 
3,224
   
(3,218)
   
5
Other costs and expenses
 
26,497
   
(4,420)
   
22,077
Total costs and expenses
 
113,330
   
(10,942)
   
102,387
                 
Earnings (loss) from continuing operations
               
     before income taxes
 
14,561
   
(4,361)
   
10,201
Benefit (provision) for income taxes
 
(2,526)
   
1,141
   
(1,385)
                 
Earnings (loss) from continuing operations
 
12,035
   
(3,218)
   
8,816
Less net earnings (loss) attributable to noncontrolling interests
 
223
   
(53)
   
170
Earnings (loss) from continuing operations attributable
               
   to GE common shareowners
$
11,812
 
$
(3,165)
 
$
8,646
                 
Per share amounts
               
   Earnings (loss) from continuing operations
               
      Diluted earnings (loss) per share
$
1.12
       
$
0.82
      Basic earnings (loss) per share
$
1.12
       
$
0.82
                 
Average equivalent shares
               
   Diluted
 
10,564
         
10,564
   Basic
 
10,523
         
10,523
                 

Amounts may not add due to rounding.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.




7


NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1) CONSUMER DISCONTINUED OPERATIONS

On April 10, 2015, General Electric Company ("GE"), announced its plan (the "GE Capital Exit Plan") to reduce the size of its financial services businesses through the sale of most of the assets of its subsidiary, General Electric Capital Corporation ("GECC") over the next 24 months, and to focus on continued investment and growth in GE's industrial businesses.

As reported by GE on November 17, 2015, GE completed the split-off of Synchrony Financial ("Synchrony") which was reported in GECC's Consumer business. As previously disclosed in a Form 8-K filed on November 23, 2015, that transaction resulted in GE accepting 671,366,809 shares of its common stock in exchange for its Synchrony shares, as well as a pro forma gain as of September 30, 2015 of approximately $3.7 billion. Synchrony's historical results, as well as the actual gain on the transaction, will be reported as discontinued operations beginning in the fourth quarter of 2015.

On November 30, 2015, GE classified the rest of GECC's Consumer business as held for sale. In connection with that classification, and as anticipated by the GE Capital Exit Plan, GE expects to recognize after-tax charges in the range of approximately $0.5 billion to $1.0 billion related to the loss on disposal for that business. None of these charges are expected to result in future net cash expenditures, and the charges were included within the framework of GE's initial GE Capital Exit Plan announcement on April 10, 2015. The charges will be partially offset by an after-tax gain of approximately $0.5 billion on the sale of our consumer finance business in Australia and New Zealand that was completed on November 25, 2015. Both the charges and the gain will be reported in discontinued operations in the fourth quarter of 2015 and are not reflected in these unaudited pro forma condensed consolidated financial statements.

The Consumer business will be reported as discontinued operations beginning in the fourth quarter of 2015.  These unaudited pro forma condensed consolidated financial statements present the Consumer business as discontinued operations for all periods presented.




8
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