Form 8-K GENERAL ELECTRIC CAPITAL For: Nov 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 17, 2015
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General Electric Capital Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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01-06461
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13-1500700
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(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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901 Main Avenue, Norwalk, Connecticut
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06851-1168
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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) 840-6300
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Not applicable
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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, our parent, General Electric Company ("GE") completed the previously announced split-off of Synchrony Financial ("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 common stock representing all the Synchrony shares that it owned (the "Exchange").
Also, on November 17, 2015, in a preliminary transaction, General Electric Capital Corporation (the "Company" or "GECC") distributed to GE all the stock of a corporation that held the 705,270,833 shares of Synchrony common stock and certain energy assets.
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.
2
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 Capital Corporation
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(Registrant)
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Date: November 23, 2015
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/s/ Walter Ielusic
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Walter Ielusic
Senior Vice President and Controller
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3
EXHIBIT INDEX
Exhibit Number
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Description
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99.1
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General Electric Capital Corporation Unaudited Pro Forma Condensed Consolidated Financial Statements.
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EXHIBIT 99.1
GENERAL ELECTRIC CAPITAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On November 17, 2015, General Electric Capital Corporation's ("GECC") parent, General Electric Company ("GE") completed the previously announced split-off of Synchrony Financial ("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 of the Synchrony shares that it owned (the "Exchange"). As a result, Synchrony's historical results will be reported in GECC's consolidated financial statements as discontinued operations and in subsequent periods GECC's consolidated financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Synchrony.
Also, on November 17, 2015, in a preliminary transaction, GECC distributed all the stock of a corporation that held the 705,270,833 shares of Synchrony common stock and certain energy assets to GE.
The following unaudited pro forma condensed consolidated statement of financial position of GECC 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, GECC and Synchrony for each period presented and in the opinion of GECC 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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GECC'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 GECC's Annual Report on Form 10-K for the year ended December 31, 2014 as updated by GECC's Current Report on Form 8-K filed May 11, 2015.
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GECC'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 GECC'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
General Electric Capital Corporation
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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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Capital
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Deconsolidation
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Corporation
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Synchrony
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Effects of the
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(In millions, except share amounts)
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Historical(a)
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and Other Assets
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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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82,276
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$
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(12,331)
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$
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-
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$
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-
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$
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69,945
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Investment securities
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36,868
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(3,596)
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-
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-
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33,272
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Inventories
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59
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-
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-
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-
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59
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Financing receivables – net
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83,748
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(60,227)
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-
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-
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23,521
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Other receivables
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14,039
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(165)
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-
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-
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13,874
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Property, plant and equipment – net
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34,516
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(302)
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-
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-
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34,214
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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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11,460
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(951)
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(7,659)
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-
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2,850
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Other intangible assets – net
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1,177
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(646)
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-
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-
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531
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Other assets
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19,155
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(785)
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-
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-
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18,370
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Financing receivables held for sale
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23,665
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-
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-
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-
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23,665
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Assets of businesses held for sale
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4,917
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-
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-
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-
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4,917
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Assets of discontinued operations
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121,940
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-
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-
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-
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121,940
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Total assets
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$
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433,819
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$
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(79,003)
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$
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8,930
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$
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(16,589)
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$
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347,157
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Liabilities and equity
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Short-term borrowings
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$
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42,880
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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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42,880
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Accounts payable
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2,213
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(256)
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-
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-
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1,957
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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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164,183
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(10,240)
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-
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-
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153,943
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Investment contracts, insurance liabilities
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and insurance annuity benefits
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26,646
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-
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-
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-
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26,646
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Other liabilities
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11,330
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(2,471)
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-
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102
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8,961
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Deferred income taxes
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6,458
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630
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(441)
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-
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6,647
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Liabilities of businesses held for sale
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260
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-
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-
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-
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260
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Liabilities of discontinued operations
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43,642
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-
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-
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-
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43,642
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Total liabilities
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362,493
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(66,525)
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(441)
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102
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295,629
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Preferred stock, $0.01 par value (750,000 shares authorized
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and 50,000 shares issued and outstanding at September 30, 2015)
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-
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-
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-
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-
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-
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Common stock, $14 par value (4,166,000 shares authorized
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and 1,000 shares issued and outstanding at September 30, 2015)
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-
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-
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-
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-
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-
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Accumulated other comprehensive income (loss) – net
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Investment securities
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580
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1
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(1)
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1
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581
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Currency translation adjustments
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(1,412)
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19
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(19)
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22
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(1,390)
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Cash flow hedges
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(192)
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-
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-
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-
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(192)
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Benefit plans
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(569)
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1
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(1)
|
1
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(568)
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Additional paid-in capital
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33,019
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(9,296)
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9,104
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(20,383)
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12,443
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Retained earnings
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36,740
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(3,203)
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3,078
|
3,668
|
40,284
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Total GECC shareowners' equity
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68,166
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(12,478)
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12,161
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(16,691)
|
51,158
|
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Noncontrolling interests
|
3,160
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-
|
(2,790)
|
-
|
370
|
|||||||||
Total equity
|
71,326
|
(12,478)
|
9,371
|
(16,691)
|
51,528
|
|||||||||
Total liabilities and equity
|
$
|
433,819
|
$
|
(79,003)
|
$
|
8,930
|
$
|
(16,589)
|
$
|
347,157
|
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(a)
|
As reported in General Electric Capital Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
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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 Capital Corporation
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Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
||||||||||||||
For the nine months ended September 30, 2015
|
||||||||||||||
General
|
||||||||||||||
Electric
|
||||||||||||||
Capital
|
Deconsolidation
|
|||||||||||||
Corporation
|
Synchrony
|
Effects of the
|
||||||||||||
(In millions)
|
Historical(a)
|
and Other Assets
|
Adjustments
|
Exchange
|
Pro Forma
|
|||||||||
Revenues
|
||||||||||||||
Revenues from services
|
$
|
17,388
|
$
|
(8,061)
|
$
|
-
|
$
|
-
|
$
|
9,327
|
||||
Sales of goods
|
64
|
-
|
-
|
-
|
64
|
|||||||||
Total revenues
|
17,452
|
(8,061)
|
-
|
-
|
9,391
|
|||||||||
Costs and expenses
|
||||||||||||||
Interest
|
3,096
|
(839)
|
-
|
-
|
2,257
|
|||||||||
Operating and administrative
|
6,714
|
(2,384)
|
-
|
-
|
4,330
|
|||||||||
Cost of goods sold
|
58
|
-
|
-
|
-
|
58
|
|||||||||
Investment contracts, insurance losses and
|
||||||||||||||
insurance annuity benefits
|
2,070
|
-
|
-
|
-
|
2,070
|
|||||||||
Provision for losses on financing receivables
|
4,636
|
(2,129)
|
-
|
-
|
2,507
|
|||||||||
Depreciation and amortization
|
1,841
|
(35)
|
-
|
-
|
1,806
|
|||||||||
Total costs and expenses
|
18,415
|
(5,387)
|
-
|
-
|
13,028
|
|||||||||
Earnings (loss) from continuing operations
|
||||||||||||||
before income taxes
|
(963)
|
(2,674)
|
-
|
-
|
(3,637)
|
|||||||||
Benefit (provision) for income taxes
|
(6,164)
|
995
|
-
|
-
|
(5,169)
|
|||||||||
Earnings (loss) from continuing operations
|
(7,127)
|
(1,679)
|
-
|
-
|
(8,806)
|
|||||||||
Less net earnings (loss) attributable to noncontrolling interests
|
267
|
(257)
|
-
|
-
|
10
|
|||||||||
Net earnings (loss) from continuing operations
|
||||||||||||||
attributable to GECC
|
$
|
(7,394)
|
$
|
(1,422)
|
$
|
-
|
$
|
-
|
$
|
(8,816)
|
||||
(a)
|
As reported in General Electric Capital Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
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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 Capital Corporation
|
||||||||||||||
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
||||||||||||||
For the nine months ended September 30, 2014
|
||||||||||||||
General
|
||||||||||||||
Electric
|
||||||||||||||
Capital
|
Deconsolidation
|
|||||||||||||
Corporation
|
Synchrony
|
Effects of the
|
||||||||||||
(In millions)
|
Historical(a)
|
and Other Assets
|
Adjustments
|
Exchange
|
Pro Forma
|
|||||||||
Revenues
|
||||||||||||||
Revenues from services
|
$
|
19,134
|
$
|
(7,447)
|
$
|
100
|
$
|
-
|
$
|
11,787
|
||||
Sales of goods
|
89
|
-
|
-
|
-
|
89
|
|||||||||
Total revenues
|
19,223
|
(7,447)
|
100
|
-
|
11,876
|
|||||||||
Costs and expenses
|
||||||||||||||
Interest
|
3,184
|
(632)
|
100
|
-
|
2,652
|
|||||||||
Operating and administrative
|
6,076
|
(2,029)
|
-
|
-
|
4,047
|
|||||||||
Cost of goods sold
|
81
|
-
|
-
|
-
|
81
|
|||||||||
Investment contracts, insurance losses and
|
-
|
|||||||||||||
insurance annuity benefits
|
2,041
|
-
|
-
|
-
|
2,041
|
|||||||||
Provision for losses on financing receivables
|
2,693
|
(2,120)
|
-
|
-
|
573
|
|||||||||
Depreciation and amortization
|
1,929
|
(18)
|
-
|
-
|
1,911
|
|||||||||
Total costs and expenses
|
16,004
|
(4,799)
|
100
|
-
|
11,305
|
|||||||||
Earnings (loss) from continuing operations
|
||||||||||||||
before income taxes
|
3,219
|
(2,648)
|
-
|
-
|
571
|
|||||||||
Benefit (provision) for income taxes
|
109
|
993
|
-
|
-
|
1,102
|
|||||||||
Earnings (loss) from continuing operations
|
3,328
|
(1,655)
|
-
|
-
|
1,673
|
|||||||||
Less net earnings (loss) attributable to noncontrolling interests
|
76
|
(50)
|
-
|
-
|
26
|
|||||||||
Net earnings (loss) from continuing operations
|
||||||||||||||
attributable to GECC
|
$
|
3,252
|
$
|
(1,605)
|
$
|
-
|
$
|
-
|
$
|
1,647
|
||||
(a)
|
As reported in General Electric Capital Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
|
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 Capital Corporation
|
||||||||||||||
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
||||||||||||||
For the year ended December 31, 2014
|
||||||||||||||
General
|
||||||||||||||
Electric
|
||||||||||||||
Capital
|
Deconsolidation
|
|||||||||||||
Corporation
|
Synchrony
|
Effects of the
|
||||||||||||
(In millions)
|
Historical(a)
|
and Other Assets
|
Adjustments
|
Exchange
|
Pro Forma
|
|||||||||
Revenues
|
||||||||||||||
Sales of goods
|
$
|
121
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
121
|
||||
Revenues from services
|
26,223
|
(10,178)
|
108
|
-
|
16,153
|
|||||||||
Total revenues
|
26,344
|
(10,178)
|
108
|
-
|
16,274
|
|||||||||
Costs and expenses
|
||||||||||||||
Cost of goods sold
|
104
|
-
|
-
|
-
|
104
|
|||||||||
Interest and other financial charges
|
4,249
|
(912)
|
108
|
-
|
3,445
|
|||||||||
Investment contracts, insurance losses and
|
||||||||||||||
insurance annuity benefits
|
2,678
|
-
|
-
|
-
|
2,678
|
|||||||||
Provision for losses on financing receivables
|
3,623
|
(2,917)
|
-
|
-
|
706
|
|||||||||
Other costs and expenses
|
11,124
|
(2,852)
|
-
|
-
|
8,272
|
|||||||||
Total costs and expenses
|
21,778
|
(6,681)
|
108
|
-
|
15,205
|
|||||||||
Earnings (loss) from continuing operations
|
||||||||||||||
before income taxes
|
4,566
|
(3,497)
|
-
|
-
|
1,069
|
|||||||||
Benefit (provision) for income taxes
|
126
|
1,310
|
-
|
-
|
1,436
|
|||||||||
Earnings (loss) from continuing operations
|
4,692
|
(2,187)
|
-
|
-
|
2,505
|
|||||||||
Less net earnings (loss) attributable to noncontrolling interests
|
162
|
(132)
|
-
|
-
|
30
|
|||||||||
Net earnings (loss) from continuing operations
|
||||||||||||||
attributable to GECC
|
$
|
4,530
|
$
|
(2,055)
|
$
|
-
|
$
|
-
|
$
|
2,475
|
||||
(a)
|
As reported in General Electric Company Current Report on Form 8-K filed August 7, 2015.
|
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 Capital Corporation
|
||||||||||||||
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
||||||||||||||
For the year ended December 31, 2013
|
||||||||||||||
General
|
||||||||||||||
Electric
|
||||||||||||||
Capital
|
Deconsolidation
|
|||||||||||||
Corporation
|
Synchrony
|
Effects of the
|
||||||||||||
(In millions)
|
Historical(a)
|
and Other Assets
|
Adjustments
|
Exchange
|
Pro Forma
|
|||||||||
Revenues
|
||||||||||||||
Sales of goods
|
$
|
126
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
126
|
||||
Revenues from services
|
26,882
|
(9,333)
|
222
|
-
|
17,771
|
|||||||||
Total revenues
|
27,008
|
(9,333)
|
222
|
-
|
17,897
|
|||||||||
Costs and expenses
|
||||||||||||||
Cost of goods sold
|
108
|
-
|
-
|
-
|
108
|
|||||||||
Interest and other financial charges
|
4,690
|
(734)
|
151
|
-
|
4,107
|
|||||||||
Investment contracts, insurance losses and
|
||||||||||||||
insurance annuity benefits
|
2,779
|
-
|
-
|
-
|
2,779
|
|||||||||
Provision for losses on financing receivables
|
4,053
|
(3,072)
|
-
|
-
|
981
|
|||||||||
Other costs and expenses
|
10,787
|
(2,240)
|
71
|
-
|
8,618
|
|||||||||
Total costs and expenses
|
22,417
|
(6,047)
|
222
|
-
|
16,591
|
|||||||||
Earnings (loss) from continuing operations
|
||||||||||||||
before income taxes
|
4,591
|
(3,286)
|
-
|
-
|
1,305
|
|||||||||
Benefit (provision) for income taxes
|
456
|
1,218
|
-
|
-
|
1,674
|
|||||||||
Earnings (loss) from continuing operations
|
5,047
|
(2,069)
|
-
|
-
|
2,978
|
|||||||||
Less net earnings (loss) attributable to noncontrolling interests
|
53
|
-
|
-
|
-
|
53
|
|||||||||
Net earnings (loss) from continuing operations
|
||||||||||||||
attributable to GECC
|
$
|
4,994
|
$
|
(2,069)
|
$
|
-
|
$
|
-
|
$
|
2,925
|
||||
(a)
|
As reported in General Electric Company Current Report on Form 8-K filed August 7, 2015.
|
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 Capital Corporation
|
||||||||||||||
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
|
||||||||||||||
For the year ended December 31, 2012
|
||||||||||||||
General
|
||||||||||||||
Electric
|
||||||||||||||
Capital
|
Deconsolidation
|
|||||||||||||
Corporation
|
Synchrony
|
Effects of the
|
||||||||||||
(In millions)
|
Historical(a)
|
and Other Assets
|
Adjustments
|
Exchange
|
Pro Forma
|
|||||||||
Revenues
|
||||||||||||||
Sales of goods
|
$
|
118
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
118
|
||||
Revenues from services
|
26,453
|
(8,852)
|
206
|
-
|
17,807
|
|||||||||
Total revenues
|
26,571
|
(8,852)
|
206
|
-
|
17,925
|
|||||||||
Costs and expenses
|
||||||||||||||
Cost of goods sold
|
99
|
-
|
-
|
-
|
99
|
|||||||||
Interest and other financial charges
|
5,632
|
(753)
|
146
|
-
|
5,025
|
|||||||||
Investment contracts, insurance losses and
|
-
|
|||||||||||||
insurance annuity benefits
|
2,984
|
-
|
-
|
-
|
2,984
|
|||||||||
Provision for losses on financing receivables
|
3,224
|
(2,733)
|
-
|
-
|
491
|
|||||||||
Other costs and expenses
|
9,523
|
(1,874)
|
60
|
-
|
7,709
|
|||||||||
Total costs and expenses
|
21,462
|
(5,360)
|
206
|
-
|
16,308
|
|||||||||
Earnings (loss) from continuing operations
|
||||||||||||||
before income taxes
|
5,109
|
(3,492)
|
-
|
-
|
1,617
|
|||||||||
Benefit (provision) for income taxes
|
(513)
|
1,291
|
-
|
-
|
778
|
|||||||||
Earnings (loss) from continuing operations
|
4,596
|
(2,201)
|
-
|
-
|
2,395
|
|||||||||
Less net earnings (loss) attributable to noncontrolling interests
|
63
|
-
|
-
|
-
|
63
|
|||||||||
Net earnings (loss) from continuing operations
|
||||||||||||||
attributable to GECC
|
$
|
4,533
|
$
|
(2,201)
|
$
|
-
|
$
|
-
|
$
|
2,332
|
||||
(a)
|
As reported in General Electric Company Current Report on Form 8-K filed August 7, 2015.
|
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) GECC DISTRIBUTION AND DECONSOLIDATION OF SYNCHRONY AND OTHER ASSETS
Prior to the completion of its initial public offering on August 5, 2014, Synchrony was a wholly owned subsidiary of GECC and an indirect wholly owned subsidiary of GE. Following the IPO, GECC 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. Also, on November 17, 2015, in a preliminary transaction, GECC distributed to GE all the stock of a corporation that held the 705,270,833 shares of Synchrony common stock and certain energy assets.
Synchrony's historical results will be reported in GECC's consolidated financial statements as discontinued operations, and in subsequent periods GECC'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 and the energy assets as recorded by GECC, including the related tax impact, (ii) the reversal of consolidation entries and intercompany eliminations between Synchrony and GECC to present Synchrony as an unconsolidated subsidiary, and (iii) the allocation of goodwill as a result of the completion of the Exchange and related events. Not included in the pro forma results are anticipated savings due to costs that may be reduced or eliminated.
2) GE'S 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. The Exchange is intended to qualify for tax-free treatment under section 355 of the Internal Revenue Code of 1986, as amended.
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 distribution by GECC to GE as described above, the exchange ratio and GE's closing price as of November 16, 2015.
Shares of Synchrony common stock exchanged by GE
|
705,270,833
|
|
Exchange ratio
|
1.0505
|
|
Total shares of GE common stock accepted by GE
|
671,366,809
|
|
This transaction results in a pro forma one-time net gain to GECC 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 GECC'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 GECC's carrying value of Synchrony at the time the Exchange was consummated (which carrying value would be expected to increase as GECC recognizes its share of Synchrony's earnings through the closing of the Exchange).
8
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