8-K
GENERAL ELECTRIC CO (GE)
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) March 31, 2021
General Electric Company
(Exact name of registrant as specified in its charter)
| New York | 001-00035 | 14-0689340 | ||
|---|---|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) | ||
| 5 Necco Street | Boston, | MA | 02210 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) (617) 443-3000
_______________________________________________
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
|---|---|---|---|---|---|
| Common stock, par value $0.06 per share | GE | New York Stock Exchange | |||
| 0.375% Notes due 2022 | GE 22A | New York Stock Exchange | |||
| 1.250% Notes due 2023 | GE 23E | New York Stock Exchange | |||
| 0.875% Notes due 2025 | GE 25 | New York Stock Exchange | |||
| 1.875% Notes due 2027 | GE 27E | New York Stock Exchange | |||
| 1.500% Notes due 2029 | GE 29 | New York Stock Exchange | |||
| 7 1/2% Guaranteed Subordinated Notes due 2035 | GE /35 | New York Stock Exchange | |||
| 2.125% Notes due 2037 | GE 37 | New York Stock Exchange | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||
| --- | --- | ||||
| Emerging growth company | ☐ | ||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 8.01 Other Events.
General Electric Company (the “Company” or “GE”) is filing this Current Report on Form 8-K to provide certain unaudited pro forma financial information giving effect to the proposed transaction to combine the GE Capital Aviation Services (“GECAS”) business with AerCap Holdings N.V. (“AerCap”).
As previously reported in its Current Report on Form 8-K filed on March 10, 2021, GE entered into a transaction agreement with AerCap on March 9, 2021, pursuant to which GE will combine its GECAS business with AerCap for total consideration consisting of $23.9 billion cash subject to contract closing adjustments, 111.5 million ordinary shares of AerCap (approximately 46% ownership interest) valued at $6.6 billion based on the closing share price of $59.33 on March 29, 2021, and $1 billion paid in AerCap notes and/or cash upon closing at AerCap's option. Completion of the transaction remains subject to AerCap shareholder approval, regulatory approvals and other customary closing conditions.
In connection with the transaction, the historical results of GECAS will be reported in GE's consolidated financial statements as discontinued operations beginning in the first quarter of 2021. Upon completion of the transaction, GE will deconsolidate GECAS and intends to use the transaction proceeds and its existing cash sources to reduce leverage by approximately $30 billion. GE will elect to prospectively measure its investment in AerCap at fair value. This investment and the related earnings impact from subsequent changes in fair value in the investment will be recognized in continuing operations.
The unaudited pro forma financial information giving effect to this transaction is filed herewith as Exhibit 99.
The unaudited pro forma financial information included in this Current Report on Form 8-K has been presented to illustrate the estimated effects of the GECAS transaction and is not necessarily indicative of the results of operations or financial condition that GE would have achieved had the GECAS transaction been completed as of the dates indicated or of the results that may be obtained in the future.
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 as of December 31, 2020.
•Unaudited Pro Forma Condensed Consolidated Statement of Earnings (Loss) for each of the years ended December 31, 2020, 2019, and 2018.
•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
(d) Exhibits.
21. Subsidiaries of the Registrant.
99. General Electric Company Unaudited Pro Forma Condensed Consolidated Financial Statements.
- The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
(2)
Forward-Looking Statements
This document contains “forward-looking statements”—that is, statements related to future, not past, events. These 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," "estimate," "forecast," "target," "preliminary," or "range." Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of AerCap may not be obtained; (2) the risk that the proposed transaction may not be completed in the time frame expected by GE or AerCap, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of GE or AerCap following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction; (6) the occurrence of any event that could give rise to termination of the proposed transaction; (7) the risk that stockholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability; (8) evolving legal, regulatory and tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions by third parties, including government agencies; and (11) other risk factors as detailed from time to time in GE’s and AerCap’s reports filed with the SEC, including GE’s and AerCap’s annual reports on Forms 10-K and 20-F, periodic quarterly reports on Form 10-Q, periodic current reports on Forms 8-K and 6-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive.
(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: March 31, 2021 | /s/ Thomas S. Timko |
| Thomas S. Timko<br>Vice President, Chief Accounting Officer and Controller |
(4)
Document
Exhibit 21
SUBSIDIARIES OF REGISTRANT
General Electric’s principal affiliates as of December 31, 2020, are listed below. All other affiliates, if considered in the aggregate as a single affiliate, would not constitute a significant subsidiary.
AFFILIATES OF REGISTRANT INCLUDED IN REGISTRANT’S FINANCIAL STATEMENTS
| Percentage of voting | ||
|---|---|---|
| securities directly or | State or Country | |
| indirectly owned by | of incorporation | |
| registrant (1) | or organization | |
| Aero Products and Services JV, LLC | 50 | Delaware |
| Aero Service Technologies Italy S.r.l. | 50 | Italy |
| AFS Investments 48 LLC | 100 | Delaware |
| AFS Investments 54 LLC | 100 | Delaware |
| AFS Investments 66 LLC | 100 | Delaware |
| AFS Investments 68 LLC | 100 | Delaware |
| AFS Investments 71 LLC | 100 | Delaware |
| AFS Investments 75, Inc. | 100 | Delaware |
| AFS Investments I, Inc. | 100 | Delaware |
| AFS Investments X LLC | 100 | Delaware |
| AFS Investments XX LLC | 100 | Delaware |
| AFS Investments XXII LLC | 100 | Delaware |
| Arcam AB | 100 | Sweden |
| Avio Inc. | 100 | Delaware |
| Bank BPH SpóBka Akcyjna | 100 | Poland |
| BNR Infrastructure Investment Limited | 90 | Jersey |
| CALGEN Holdings, Inc. | 100 | Delaware |
| Cardinal Cogen, Inc. | 100 | Delaware |
| Caribe GE International of Puerto Rico, Inc. | 100 | Puerto Rico |
| Celestial Aviation Trading 10 Limited | 100 | Ireland |
| Celestial Aviation Trading 100 Limited | 100 | Ireland |
| Celestial Aviation Trading 11 Limited | 100 | Ireland |
| Celestial Aviation Trading 12 Limited | 100 | Ireland |
| Celestial Aviation Trading 14 Limited | 100 | Ireland |
| Celestial Aviation Trading 15 Limited | 100 | Ireland |
| Celestial Aviation Trading 2 Limited | 100 | Ireland |
| Celestial Aviation Trading 21 Limited | 100 | Ireland |
| Celestial Aviation Trading 22 Limited | 100 | Ireland |
| Celestial Aviation Trading 23 Limited | 100 | Ireland |
| Celestial Aviation Trading 24 Limited | 100 | Ireland |
| Celestial Aviation Trading 27 Limited | 100 | Ireland |
| Celestial Aviation Trading 30 Limited | 100 | Ireland |
| Celestial Aviation Trading 32 Limited | 100 | Ireland |
| Celestial Aviation Trading 33 Limited | 100 | Ireland |
| Celestial Aviation Trading 34 Limited | 100 | Ireland |
| Celestial Aviation Trading 36 Limited | 100 | Ireland |
| Celestial Aviation Trading 38 Limited | 100 | Ireland |
| Celestial Aviation Trading 39 Limited | 100 | Ireland |
| Celestial Aviation Trading 4 Limited | 100 | Ireland |
| Celestial Aviation Trading 42 Limited | 100 | Ireland |
| Celestial Aviation Trading 43 Limited | 100 | Ireland |
| Celestial Aviation Trading 44 Limited | 100 | Ireland |
| Celestial Aviation Trading 45 Limited | 100 | Ireland |
| Celestial Aviation Trading 46 Limited | 100 | Ireland |
| Celestial Aviation Trading 47 Limited | 100 | Ireland |
Exhibit 21
| Percentage of voting | ||
|---|---|---|
| Celestial Aviation Trading 48 Limited | 100 | Ireland |
| Celestial Aviation Trading 5 Limited | 100 | Ireland |
| Celestial Aviation Trading 50 Limited | 100 | Ireland |
| Celestial Aviation Trading 52 Limited | 100 | Ireland |
| Celestial Aviation Trading 53 Limited | 100 | Ireland |
| Celestial Aviation Trading 55 Limited | 100 | Ireland |
| Celestial Aviation Trading 56 Limited | 100 | Ireland |
| Celestial Aviation Trading 57 Limited | 100 | Ireland |
| Celestial Aviation Trading 6 Limited | 100 | Ireland |
| Celestial Aviation Trading 62 Limited | 100 | Ireland |
| Celestial Aviation Trading 63 Limited | 100 | Ireland |
| Celestial Aviation Trading 64 Limited | 100 | Ireland |
| Celestial Aviation Trading 65 Limited | 100 | Ireland |
| Celestial Aviation Trading 66 Limited | 100 | Ireland |
| Celestial Aviation Trading 67 Limited | 100 | Ireland |
| Celestial Aviation Trading 68 Limited | 100 | Ireland |
| Celestial Aviation Trading 69 Limited | 100 | Ireland |
| Celestial Aviation Trading 7 Limited | 100 | Ireland |
| Celestial Aviation Trading 71 Limited | 100 | Ireland |
| Celestial Aviation Trading 9 Limited | 100 | Ireland |
| Celestial ECA Trading 2 Limited | 100 | Ireland |
| Celestial EX-IM Trading 1 Limited | 100 | Ireland |
| Celestial Transportation Finance Ireland Limited | 100 | Ireland |
| COGELEX | 100 | France |
| Concept Laser GmbH | 75 | Germany |
| Datex-Ohmeda, Inc. | 100 | Delaware |
| EFS BOP, LLC | 100 | Delaware |
| EFS Renewables Holdings, LLC | 100 | Delaware |
| Electric Insurance Agency, LLC | 100 | Massachusetts |
| Electric Insurance Company | 100 | Massachusetts |
| Electric Insurance Ireland Designated Activity Company | 100 | Ireland |
| ELM Insurance Company | 100 | Vermont |
| Employers Reassurance Corporation | 100 | Kansas |
| Engine Investments Holding Company | 100 | Delaware |
| ERC Long Term Care Solutions, Inc. | 100 | Delaware |
| FieldCore Service, Inc. | 100 | Delaware |
| GE (China) Co., Ltd. | 100 | China |
| GE Aero Energy Power, LLC | 100 | Delaware |
| GE Aircraft Engine Services Limited | 100 | United Kingdom & Northern Ireland |
| GE Albany C.V. | 100 | Netherlands |
| GE Albany CH GmbH | 100 | Switzerland |
| GE Albany Global Holdings BV | 100 | Netherlands |
| GE Albany US Holdings LLC | 100 | Delaware |
| GE Aviation Czech s.r.o. | 100 | Czech Republic |
| GE Aviation Materials, Inc. | 100 | Delaware |
| GE Aviation Systems Group Limited | 100 | United Kingdom & Northern Ireland |
| GE Aviation Systems Limited | 100 | United Kingdom & Northern Ireland |
| GE Aviation Systems LLC | 100 | Delaware |
| GE Aviation Systems North America LLC | 100 | Delaware |
| GE Aviation Systems Technology LLC | 100 | Delaware |
| GE Aviation UK | 100 | United Kingdom & Northern Ireland |
Exhibit 21
| Percentage of voting | ||
|---|---|---|
| GE Aviation, Engine Services - Singapore Pte. Ltd. | 100 | Singapore |
| GE Avio S.r.l. | 100 | Italy |
| GE Caledonian Limited | 100 | United Kingdom & Northern Ireland |
| GE Canada Holdings, Inc. | 100 | Delaware |
| GE Capital Aviation Funding Unlimited Company | 100 | Ireland |
| GE Capital Aviation Services LLC | 100 | Delaware |
| GE Capital AZ7 Holdings LLC | 100 | Delaware |
| GE Capital Canada Equipment Financing & Leasing Company | 100 | Canada |
| GE Capital Commercial Finance B.V. | 100 | Netherlands |
| GE Capital DG2 Holdings LLC | 100 | Delaware |
| GE Capital EFS Financing, Inc. | 100 | Delaware |
| GE CAPITAL EQUIPMENT FINANCE LTD | 100 | United Kingdom & Northern Ireland |
| GE Capital European Treasury Services Ireland Unlimited Company | 100 | Ireland |
| GE Capital Global Financial Holdings, LLC | 100 | Connecticut |
| GE Capital Global Holdings, LLC | 100 | Delaware |
| GE Capital International 4 Limited | 100 | United Kingdom & Northern Ireland |
| GE Capital International Funding Company Unlimited Company | 100 | Ireland |
| GE Capital International Holdings Limited | 100 | United Kingdom & Northern Ireland |
| GE Capital International Limited | 100 | United Kingdom & Northern Ireland |
| GE Capital Limited | 100 | United Kingdom & Northern Ireland |
| GE Capital Treasury Services (U.S.) LLC | 100 | Delaware |
| GE Capital UK Holdings LLC | 100 | Delaware |
| GE Capital US Holdings, Inc. | 100 | Delaware |
| GE Celma LTDA | 100 | Brazil |
| GE Digital Holdings LLC | 100 | Delaware |
| GE Drives & Controls, Inc. | 100 | Delaware |
| GE EFS Power Investments B.V. | 50 | Netherlands |
| GE Energias Renovaveis Ltda. | 100 | Brazil |
| GE Energy (USA), LLC | 100 | Delaware |
| GE Energy Manufacturing Technology Center Factory | 100 | Saudi Arabia |
| GE Energy Parts, Inc. | 100 | Delaware |
| GE Energy Power Conversion France | 100 | France |
| GE Energy Power Conversion GmbH | 100 | Germany |
| GE Energy Power Conversion Group | 100 | France |
| GE Energy Power Conversion UK Holdings Limited | 100 | United Kingdom & Northern Ireland |
| GE Energy Power Conversion USA Inc. | 100 | Delaware |
| GE Energy Products France SNC | 100 | France |
| GE Energy Services, Inc. | 100 | Delaware |
| GE Energy Switzerland GmbH | 100 | Switzerland |
| GE Engine Services - Dallas, LP | 100 | Delaware |
| GE Engine Services - Miami, Inc. | 100 | Delaware |
| GE Engine Services Distribution, L.L.C. | 100 | Delaware |
| GE Engine Services Malaysia Sdn. Bhd. | 100 | Malaysia |
| GE Engine Services UNC Holding I, Inc. | 100 | Delaware |
| GE Engine Services, LLC | 100 | Delaware |
| GE Evergreen Engine Services Corporation | 51 | Taiwan |
| GE Financial Assurance Holdings, LLC | 100 | Delaware |
| GE Financial Funding Unlimited Company | 100 | Ireland |
| GE Financial Holdings Unlimited Company | 100 | Ireland |
Exhibit 21
| Percentage of voting | ||
|---|---|---|
| GE Financial Ireland Unlimited Company | 100 | Ireland |
| GE Financial Markets Unlimited Company | 100 | Ireland |
| GE France | 100 | France |
| GE Funding Operations Co., Inc. | 100 | Delaware |
| GE Gas Turbines (Greenville) L.L.C. | 100 | Delaware |
| GE Global Parts & Products GmbH | 100 | Switzerland |
| GE GMC Holdings Inc. | 100 | Delaware |
| GE Grid Alliance B.V. | 100 | Netherlands |
| GE Grid Solutions UK B.V. | 100 | Netherlands |
| GE Grid Solutions, LLC | 100 | Delaware |
| GE Healthcare (China) Co., Ltd. | 100 | China |
| GE Healthcare (Shanghai) Co Ltd | 100 | China |
| GE Healthcare AS | 100 | Norway |
| GE Healthcare Austria GmbH & Co OG | 100 | Austria |
| GE Healthcare BV | 100 | Belgium |
| GE Healthcare do Brasil Comercio e Servicos para Equipamentos Medico-Hospitalares Ltda. | 100 | Brazil |
| GE Healthcare European Holdings SARL | 100 | Luxembourg |
| GE Healthcare Finland Oy | 100 | Finland |
| GE Healthcare Holding Norge AS | 100 | Norway |
| GE Healthcare IITS USA Corp. | 100 | Vermont |
| GE Healthcare Ireland Limited | 100 | Ireland |
| GE Healthcare Japan Corporation | 100 | Japan |
| GE Healthcare Limited | 100 | United Kingdom & Northern Ireland |
| GE Healthcare Manufacturing LLC | 100 | Delaware |
| GE Healthcare Norge AS | 100 | Norway |
| GE Healthcare Norway Holding AS | 100 | Norway |
| GE Healthcare Sweden Holding AB | 100 | Sweden |
| GE Healthcare Trade and Development LLC | 100 | Delaware |
| GE Healthcare USA Holding LLC | 100 | Delaware |
| GE HFS, LLC | 100 | Delaware |
| GE Holdings (US), Inc. | 100 | Delaware |
| GE HOLDINGS LUXEMBOURG & CO S.a.r.l. | 100 | Luxembourg |
| GE Hungary Kft. | 100 | Hungary |
| GE Hydro China Co., Ltd. | 99 | China |
| GE India Industrial Pvt Ltd | 100 | India |
| GE Industrial Consolidation Limited | 100 | United Kingdom & Northern Ireland |
| GE Industrial Finance Germany GmbH | 100 | Germany |
| GE Industrial France | 100 | France |
| GE Industrial Hedging Services Unlimited Company | 100 | Ireland |
| GE Infrastructure Aviation | 100 | United Kingdom & Northern Ireland |
| GE Infrastructure Technology International LLC | 100 | Delaware |
| GE Inspection and Repair Services Limited | 100 | United Kingdom & Northern Ireland |
| GE Investments, LLC | 100 | Delaware |
| GE Ireland USD Holdings Unlimited Company | 100 | Ireland |
| GE Italia Holding S.r.l. | 100 | Italy |
| GE Japan Investments Coöperatief U.A. | 100 | Netherlands |
| GE LIGHTING SYSTEMS S.R.L. | 100 | Italy |
| GE Maintenance Services, Inc. | 100 | Delaware |
| GE Media Holdings, Inc. | 100 | Delaware |
| GE Medical Holding AB | 100 | Sweden |
Exhibit 21
| Percentage of voting | ||
|---|---|---|
| GE Medical Systems Global Technology Company, LLC | 100 | Delaware |
| GE Medical Systems Information Technologies, Inc. | 100 | Wisconsin |
| GE Medical Systems Italia SpA | 100 | Italy |
| GE Medical Systems Societe en Commandite Simple | 100 | France |
| GE Medical Systems Sweden AB | 100 | Sweden |
| GE Medical Systems Trade and Development (Shanghai) Co., Ltd. | 100 | China |
| GE Medical Systems, Inc. | 100 | Delaware |
| GE Medical Systems, L.L.C. | 100 | Delaware |
| GE Medical Systems, Ultrasound & Primary Care Diagnostics, LLC | 100 | Delaware |
| GE Mexico, S.de R.L. de C.V. | 100 | Mexico |
| GE Military Systems | 100 | Delaware |
| GE Mobile Interim Solutions, LLC | 100 | Delaware |
| GE Money Servicing Limited | 100 | United Kingdom & Northern Ireland |
| GE Oil & Gas US Holdings I, Inc. | 100 | Delaware |
| GE Oil & Gas US Holdings IV, Inc. | 100 | Delaware |
| GE On Wing Support, Inc. | 100 | Delaware |
| GE Pacific Holdings II B.V. | 100 | Netherlands |
| GE Pacific Holdings Pte. Ltd. | 100 | Singapore |
| GE Pacific Private Limited | 100 | Singapore |
| GE Packaged Power, L.P. | 100 | Delaware |
| GE Packaged Power, LLC | 100 | Delaware |
| GE Passport, LLC | 63 | Delaware |
| GE Power & Water Equipamentos e Servicos de Energia e Tratamento de Água Ltda. | 100 | Brazil |
| GE Power GmbH | 100 | Germany |
| GE Power India Limited | 69 | India |
| GE Power Netherlands B.V. | 100 | Netherlands |
| GE Power Sp. z o.o. | 100 | Poland |
| GE Power Systems India Private Limited | 100 | India |
| GE Precision Healthcare LLC | 100 | Delaware |
| GE Renewable Holding B.V. | 100 | Netherlands |
| GE Renewables North America, LLC | 100 | Delaware |
| GE Repair Solutions Singapore Pte. Ltd. | 100 | Singapore |
| GE SCF SOCIETE EN COMMANDITE PAR ACTIONS | 100 | France |
| GE Smallworld (Singapore) Pte. Ltd. | 100 | Singapore |
| GE STEAM POWER S AND E AFRICA PROPRIETARY LIMITED | 75 | South Africa |
| GE Steam Power Systems | 100 | France |
| GE Steam Power, Inc. | 100 | Delaware |
| GE T&D India Limited | 75 | India |
| GE Treasury Services Industrial Ireland Limited | 100 | Ireland |
| GE UK Group | 100 | United Kingdom & Northern Ireland |
| GE UK Holdings | 100 | United Kingdom & Northern Ireland |
| GE Vietnam Limited | 100 | Vietnam |
| GE Wind Energy Equipment Manufacturing (Shenyang) Co. Ltd . | 100 | China |
| GE Wind Energy GmbH | 100 | Germany |
| GE Wind Energy, S.L. | 100 | Spain |
| GE WIND France SAS | 100 | France |
| GE Working Capital Solutions, LLC | 100 | Delaware |
| GEAE Technology, Inc. | 100 | Delaware |
| GEAST SAS | 100 | France |
| GECAS Australia Pty Ltd | 100 | Australia |
| GECAS Trading Ireland Limited | 100 | Ireland |
Exhibit 21
| Percentage of voting | ||
|---|---|---|
| GEH HOLDINGS | 100 | United Kingdom & Northern Ireland |
| GE-Hitachi Nuclear Energy Americas LLC | 60 | Delaware |
| GENE Holding LLC | 100 | Delaware |
| General Electric (Bermuda) Ltd. | 100 | Bermuda |
| General Electric (Switzerland) GmbH | 100 | Switzerland |
| General Electric Canada | 100 | Canada |
| General Electric Canada Company | 100 | Canada |
| General Electric Company Polska Sp. z o.o. | 100 | Poland |
| General Electric Deutschland Holding GmbH | 100 | Germany |
| General Electric do Brasil Ltda. | 100 | Brazil |
| GENERAL ELECTRIC ENERGY UK LIMITED | 100 | United Kingdom & Northern Ireland |
| General Electric Financing C.V. | 100 | Netherlands |
| General Electric Foreign Sales Corporation | 100 | The Bahamas & Eleuthera Island |
| General Electric Global Services GmbH | 100 | Switzerland |
| General Electric International (Benelux) B.V. | 100 | Netherlands |
| General Electric International Japan Investments I SARL | 100 | Luxembourg |
| General Electric International Operations Company, Inc. | 100 | Delaware |
| General Electric International, Inc. | 100 | Delaware |
| General Electric Renovables Espana, S.L. | 100 | Spain |
| General Electric Services (Bermuda) Ltd. | 100 | Bermuda |
| General Electric Services Luxembourg SARL | 100 | Luxembourg |
| General Electric Technology GmbH | 100 | Switzerland |
| General Electric UK Holdings Ltd. | 100 | United Kingdom & Northern Ireland |
| Global Nuclear Fuel - Japan Co., Ltd. | 60 | Japan |
| Global Nuclear Fuel-Americas, LLC | 60 | Delaware |
| GMC Consolidation LLC | 100 | Delaware |
| Grid Solutions (U.S.) LLC | 100 | Delaware |
| Grid Solutions Enerji Endustrisi A.S. | 100 | Turkey |
| Grid Solutions SAS | 100 | France |
| Grid Solutions Transmissao de Energia Ltda. | 100 | Brazil |
| Heritage Casualty Insurance Company | 100 | Kansas |
| IDX Systems Corporation | 100 | Vermont |
| IGE Energy Services (UK) Limited | 100 | United Kingdom & Northern Ireland |
| IGE USA Investments Limited | 100 | United Kingdom & Northern Ireland |
| Inland Empire Energy Center, LLC | 100 | Delaware |
| Inland Empire Holding Limited I, Inc. | 100 | Delaware |
| Instrumentarium Holdings, Inc. | 100 | Delaware |
| International General Electric (U.S.A.) | 100 | United Kingdom & Northern Ireland |
| Johnson Technology, Inc. | 100 | Delaware |
| Lighthouse General Insurance Company Limited | 100 | Gibraltar |
| Lighthouse Life Assurance Company Limited | 100 | Gibraltar |
| Limited Liability Company GE Healthcare | 100 | Russia |
| Limited Liability Company GE RUS | 100 | Russia |
| Linden VFT, LLC | 100 | Delaware |
| LM Group Holding A/S | 100 | Denmark |
| LM Wind Power (Spain) SLU | 100 | Spain |
| LM Wind Power A/S | 100 | Denmark |
| LM Wind Power Blades (India) Private Limited | 100 | India |
| LM Wind Power Blades (Poland) Sp. z.o.o. | 100 | Poland |
Exhibit 21
| Percentage of voting | ||
|---|---|---|
| LM Wind Power do Brasil S.A. | 100 | Brazil |
| Midwest Electric Products, Inc. | 100 | Minnesota |
| Milestone Export Leasing, Limited | 100 | Ireland |
| NAS Investments 10 LLC | 100 | Delaware |
| NAS Investments 12 LLC | 100 | Delaware |
| NAS Investments 75, Inc. | 100 | Delaware |
| NAS Investments 76, Inc. | 100 | Delaware |
| NAS Investments 77, Inc. | 100 | Delaware |
| Nautilus Pacific Three LLC | 100 | Japan |
| Nihon Medi-Physics Co., Ltd. | 50 | Japan |
| Nuclear Fuel Holding Co., Inc. | 100 | Delaware |
| OEC Medical Systems, Inc. | 100 | Delaware |
| One GE Healthcare UK | 100 | United Kingdom & Northern Ireland |
| Patent Licensing International, Inc. | 100 | Delaware |
| Power Holding LLC | 100 | Delaware |
| Ropcor, Inc. | 100 | Delaware |
| Sentinel Protection & Indemnity Company | 100 | New York |
| Shady Hills Power Company, L.L.C. | 100 | Delaware |
| The Milestone Aviation Asset Holding Group No. 12 Ltd. | 100 | Bermuda |
| The Milestone Aviation Asset Holding Group No. 25 Ltd. | 100 | Bermuda |
| The Milestone Aviation Asset Holding Group No. 8 Ltd. | 100 | Bermuda |
| The Milestone Aviation Group Limited | 100 | Bermuda |
| Union Fidelity Life Insurance Company | 100 | Kansas |
| Unison Engine Components Inc. | 100 | Delaware |
| Unison Industries, LLC | 100 | Delaware |
| US Wind Group Holdings, LLC | 100 | Delaware |
| Vertical Aviation No 1 Limited | 100 | Ireland |
| Vertical Aviation No 2 Limited | 100 | Ireland |
| Vertical Aviation No. 1 LLC | 100 | Delaware |
| Viceroy, Inc. | 100 | Delaware |
| Whatman International Limited | 100 | United Kingdom & Northern Ireland |
| Whatman Limited | 100 | United Kingdom & Northern Ireland |
| Wipro GE Healthcare Private Limited | 51 | India |
| Working Capital Solutions Funding LLC | 100 | Delaware |
(1) With respect to certain companies, shares in names of nominees and qualifying shares in names of directors are included in above percentages.
Document
Exhibit 99
GENERAL ELECTRIC COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On March 9, 2021, General Electric Company (the “Company” or “GE”) entered into a transaction agreement with AerCap Holdings N.V. (“AerCap”), pursuant to which GE will combine its GE Capital Aviation Services (“GECAS”) business with AerCap for total consideration consisting of $23.9 billion cash subject to contract closing adjustments, 111.5 million ordinary shares of AerCap (approximately 46% ownership interest) valued at $6.6 billion based on the closing share price of $59.33 on March 29, 2021, and $1 billion paid in AerCap notes and/or cash upon closing at AerCap's option. Completion of the transaction remains subject to AerCap shareholder approval, regulatory approvals and other customary closing conditions.
In connection with the transaction, the historical results of GECAS will be reported in GE's consolidated financial statements as discontinued operations beginning in the first quarter of 2021. Upon completion of the transaction, GE will deconsolidate GECAS and intends to use the transaction proceeds and its existing cash sources to reduce leverage by approximately $30 billion. GE will elect to prospectively measure its investment in AerCap at fair value. This investment and the related earnings impact from subsequent changes in fair value in the investment will be recognized in continuing operations.
The following unaudited pro forma condensed consolidated statement of financial position as of December 31, 2020 is presented as if the GECAS transaction, as described in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred on December 31, 2020.
The unaudited pro forma condensed consolidated statement of earnings (loss) for each of the years ended December 31, 2020, 2019, and 2018 is presented as if the GECAS transaction had occurred on January 1, 2018. The estimated loss on sale in connection with this transaction is reflected in the unaudited pro forma condensed statement of financial position within retained earnings. The estimated loss on sale will be reflected in discontinued operations and therefore is not reflected in the unaudited pro forma condensed consolidated statement of earnings (loss). In addition, the unaudited pro forma condensed consolidated statement of earnings does not give effect to any gains or charges associated with changes in the fair value of our investment in AerCap due to changes in the share price of AerCap's ordinary shares. It also does not give effect for reduced costs from delevering or interest income and other impacts associated with the potential issuance by AerCap of $1 billion of notes.
The unaudited pro forma condensed consolidated statements of earnings (loss) are subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. These preliminary assumptions and estimates are subject to change upon the actual closing of the transaction. Actual adjustments may differ materially from the information presented due to changes in the share price of AerCap's ordinary shares, contract closing adjustments and the carrying value of GECAS. The unaudited pro forma condensed consolidated statements of earnings (loss) are based on the historical financial statements of GE for the 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 events reflected 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 GE’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2020, and Management’s Discussion and Analysis included in GE’s Annual Report on Form 10-K for the year ended December 31, 2020.
(1)
| UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION | |||||||
|---|---|---|---|---|---|---|---|
| As of December 31, 2020 (in billions) | As Reported | GECAS Pro Forma Adjustments (e) | Proforma | ||||
| Cash, cash equivalents and restricted cash | $ | 36.6 | $ | 23.3 | (a) | $ | 59.9 |
| Investment securities | 7.3 | 7.6 | (b) | 14.9 | |||
| Current receivables | 16.7 | — | 16.7 | ||||
| Inventories, including deferred inventory costs | 15.9 | — | 15.9 | ||||
| Current contract assets | 5.8 | — | 5.8 | ||||
| All other current assets | 6.1 | (3.2) | 3.0 | ||||
| Current assets | 88.4 | 27.7 | 116.1 | ||||
| Investment securities | 42.5 | — | 42.5 | ||||
| Property, plant and equipment – net | 44.7 | (28.0) | 16.7 | ||||
| Goodwill | 25.5 | — | 25.5 | ||||
| Other intangible assets – net | 9.8 | (0.1) | 9.7 | ||||
| Contract and other deferred assets | 5.9 | — | 5.9 | ||||
| All other assets | 24.6 | (5.4) | 19.1 | ||||
| Deferred income taxes | 12.1 | 2.2 | (c) | 14.3 | |||
| Total assets | $ | 253.5 | $ | (3.6) | $ | 249.9 | |
| Short-term borrowings | $ | 4.8 | $ | (0.1) | $ | 4.7 | |
| Accounts payable and equipment project accruals | 16.5 | — | 16.5 | ||||
| Progress collections and deferred income | 18.2 | 0.2 | 18.4 | ||||
| All other current liabilities | 16.6 | (0.3) | (d) | 16.3 | |||
| Current liabilities | 56.1 | (0.3) | 55.8 | ||||
| Long-term borrowings | 70.3 | (0.1) | 70.2 | ||||
| Insurance liabilities and annuity benefits | 42.2 | — | 42.2 | ||||
| Non-current compensation and benefits | 29.8 | (0.1) | 29.7 | ||||
| All other liabilities | 18.1 | (0.6) | 17.5 | ||||
| Total liabilities | 216.4 | (1.0) | 215.4 | ||||
| Preferred stock | — | — | — | ||||
| Common stock | 0.7 | — | 0.7 | ||||
| Accumulated other comprehensive income (loss) – net attributable to GE | (9.7) | — | (9.7) | ||||
| Other capital | 34.3 | — | 34.3 | ||||
| Retained earnings | 92.2 | (2.6) | (f) | 89.7 | |||
| Less common stock held in treasury | (82.0) | — | (82.0) | ||||
| Total GE shareholders’ equity | 35.6 | (2.6) | 33.0 | ||||
| Noncontrolling interests | 1.5 | — | 1.5 | ||||
| Total equity | 37.1 | (2.6) | 34.5 | ||||
| Total liabilities and equity | $ | 253.5 | $ | (3.6) | $ | 249.9 |
Amounts may not add due to rounding.
(2)
| UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS) | |||||||
|---|---|---|---|---|---|---|---|
| For the year ended December 31, 2020 (In billions; per-share amounts in dollars) | As Reported | GECAS Pro Forma Adjustments (g) | Pro Forma | ||||
| Revenues | |||||||
| Sales of goods | $ | 49.5 | $ | (0.1) | $ | 49.4 | |
| Sales of services | 23.6 | — | 23.6 | ||||
| GE Capital revenues from services | 6.6 | (3.7) | 2.9 | ||||
| Total revenues | 79.6 | (3.8) | (h) | 75.8 | |||
| Costs and expenses | |||||||
| Cost of goods sold | 42.0 | — | 42.0 | ||||
| Cost of services sold | 18.4 | (2.5) | 15.9 | ||||
| Selling, general and administrative expenses | 12.6 | — | (i) | 12.6 | |||
| Research and development | 2.6 | — | 2.6 | ||||
| Interest and other financial charges | 3.3 | (0.9) | (j) | 2.4 | |||
| Insurance losses and annuity benefits | 2.4 | — | 2.4 | ||||
| Goodwill impairments | 1.7 | (0.8) | 0.9 | ||||
| Non-operating benefit costs | 2.4 | — | 2.4 | ||||
| Other costs and expenses | 0.4 | (0.2) | 0.2 | ||||
| Total costs and expenses | 85.8 | (4.5) | 81.3 | ||||
| Other income | 11.4 | — | 11.4 | ||||
| Earnings (loss) from continuing operations before income taxes | 5.2 | 0.8 | 6.0 | ||||
| Benefit (provision) for income taxes | 0.5 | — | (k) | 0.5 | |||
| Earnings (loss) from continuing operations | 5.7 | 0.8 | 6.5 | ||||
| Less net earnings (loss) attributable to noncontrolling interests | (0.2) | — | (0.2) | ||||
| Preferred stock dividends | (0.5) | — | (0.5) | ||||
| Net earnings (loss) from continuing operations attributable to GE common shareowners | $ | 5.4 | $ | 0.8 | $ | 6.1 | |
| Per-share amounts | |||||||
| Earnings (loss) from continuing operations | |||||||
| Diluted earnings (loss) per share | $ | 0.59 | $ | 0.68 | |||
| Basic earnings (loss) per share | $ | 0.59 | $ | 0.68 | |||
| Average equivalent shares (in millions) | |||||||
| Diluted | 8,761 | 8,761 | |||||
| Basic | 8,753 | 8,753 |
Amounts may not add due to rounding.
(3)
| UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS) | |||||||
|---|---|---|---|---|---|---|---|
| For the year ended December 31, 2019 (In billions; per-share amounts in dollars) | As Reported | GECAS Pro Forma Adjustments (g) | Pro Forma | ||||
| Revenues | |||||||
| Sales of goods | $ | 58.9 | $ | (0.1) | $ | 58.9 | |
| Sales of services | 28.5 | — | 28.5 | ||||
| GE Capital revenues from services | 7.7 | (4.7) | 3.1 | ||||
| Total revenues | 95.2 | (4.7) | (h) | 90.5 | |||
| Costs and expenses | |||||||
| Cost of goods sold | 45.9 | (0.1) | 45.8 | ||||
| Cost of services sold | 21.0 | (2.0) | 19.0 | ||||
| Selling, general and administrative expenses | 13.9 | (0.1) | (i) | 13.8 | |||
| Research and development | 3.1 | — | 3.1 | ||||
| Interest and other financial charges | 4.2 | (1.0) | (j) | 3.2 | |||
| Insurance losses and annuity benefits | 3.3 | — | 3.3 | ||||
| Goodwill impairments | 1.5 | — | 1.5 | ||||
| Non-operating benefit costs | 2.8 | — | 2.8 | ||||
| Other costs and expenses | 0.5 | (0.3) | 0.2 | ||||
| Total costs and expenses | 96.3 | (3.5) | 92.8 | ||||
| Other income | 2.2 | — | 2.2 | ||||
| Earnings (loss) from continuing operations before income taxes | 1.1 | (1.2) | (0.1) | ||||
| Benefit (provision) for income taxes | (0.7) | 0.2 | (k) | (0.6) | |||
| Earnings (loss) from continuing operations | 0.4 | (1.0) | (0.6) | ||||
| Less net earnings (loss) attributable to noncontrolling interests | — | — | — | ||||
| Preferred stock dividends | (0.5) | — | (0.5) | ||||
| Net earnings (loss) from continuing operations attributable to GE common shareowners | $ | — | $ | (1.0) | $ | (1.1) | |
| Per-share amounts | |||||||
| Earnings (loss) from continuing operations | |||||||
| Diluted earnings (loss) per share | $ | (0.01) | $ | (0.12) | |||
| Basic earnings (loss) per share | $ | (0.01) | $ | (0.12) | |||
| Average equivalent shares (in millions) | |||||||
| Diluted | 8,724 | 8,724 | |||||
| Basic | 8,724 | 8,724 |
Amounts may not add due to rounding.
(4)
| UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS) | |||||||
|---|---|---|---|---|---|---|---|
| For the year ended December 31, 2018 (In billions; per-share amounts in dollars) | As Reported | GECAS Pro Forma Adjustments (g) | Pro Forma | ||||
| Revenues | |||||||
| Sales of goods | $ | 60.1 | $ | (0.1) | $ | 60.0 | |
| Sales of services | 28.8 | — | 28.8 | ||||
| GE Capital revenues from services | 8.1 | (4.6) | 3.4 | ||||
| Total revenues | 97.0 | (4.8) | (h) | 92.3 | |||
| Costs and expenses | |||||||
| Cost of goods sold | 47.6 | (0.1) | 47.5 | ||||
| Cost of services sold | 21.8 | (2.0) | 19.8 | ||||
| Selling, general and administrative expenses | 14.6 | (0.1) | (i) | 14.5 | |||
| Research and development | 3.4 | — | 3.4 | ||||
| Interest and other financial charges | 4.8 | (1.0) | (j) | 3.8 | |||
| Insurance losses and annuity benefits | 2.8 | — | 2.8 | ||||
| Goodwill impairments | 22.1 | — | 22.1 | ||||
| Non-operating benefit costs | 2.8 | — | 2.8 | ||||
| Other costs and expenses | 0.4 | (0.2) | 0.3 | ||||
| Total costs and expenses | 120.3 | (3.3) | 117.0 | ||||
| Other income | 2.3 | — | 2.3 | ||||
| Earnings (loss) from continuing operations before income taxes | (21.0) | (1.4) | (22.4) | ||||
| Benefit (provision) for income taxes | (0.1) | 0.2 | (k) | 0.1 | |||
| Earnings (loss) from continuing operations | (21.1) | (1.2) | (22.3) | ||||
| Less net earnings (loss) attributable to noncontrolling interests | (0.1) | — | (0.1) | ||||
| Preferred stock dividends | (0.4) | — | (0.4) | ||||
| Net earnings (loss) from continuing operations attributable to GE common shareowners | $ | (21.4) | $ | (1.2) | $ | (22.7) | |
| Per-share amounts | |||||||
| Earnings (loss) from continuing operations | |||||||
| Diluted earnings (loss) per share | $ | (2.47) | $ | (2.61) | |||
| Basic earnings (loss) per share | $ | (2.47) | $ | (2.61) | |||
| Average equivalent shares (in millions) | |||||||
| Diluted | 8,691 | 8,691 | |||||
| Basic | 8,691 | 8,691 |
Amounts may not add due to rounding.
(5)
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:
a.For purposes of these pro forma financial statements, we present the cash to be received from the sale of GECAS including the estimated contractual adjustments that will be determined when the transaction closes. Adjustment represents $23.4 billion cash received from sale of GECAS (reflecting contract closing adjustments of $0.4 billion and estimated cash cost directly associated with the transaction of $0.1 billion) and the elimination of cash attributable to GECAS of $0.1 billion. Contract closing adjustments are subject to change based upon the actual balance sheet on the closing date of the transaction.
b.Adjustment represents 111.5 million shares of AerCap at an assumed price of $59.33 on March 29, 2021, totaling $6.6 billion, and issuance by AerCap of $1 billion of notes received as partial consideration from the sale of GECAS. The value of the ordinary shares of AerCap ultimately transferred will be based on the closing share price of AerCap’s ordinary shares on the last trading day prior to the closing of the transaction. Accordingly, the value of the shares will fluctuate until the closing of the transaction. A $1 change in the share price of AerCap would increase or decrease total consideration by $0.1 billion.
c.Adjustment represents the elimination of $2.4 billion of deferred tax liabilities attributable to GECAS less a decrease in deferred tax assets of $0.2 billion as a result of the sale of GECAS.
d.Adjustment represents the elimination of $1.6 billion of other current liabilities attributable to GECAS less an increase in current tax liabilities of $1.2 billion as a result of the sale of GECAS.
e.Adjustments represent the elimination of assets and liabilities attributable to GECAS.
f.Adjustments reflect the loss on sale of GECAS recorded in discontinued operations of $2.6 billion (inclusive of $0.6 billion tax expense) calculated as follows:
| (In billions) | |||
|---|---|---|---|
| Cash received (net of selling and other expenses) | 23.4 | ||
| AerCap notes | |||
| Fair value of 111.5 million shares of AerCap | |||
| Total consideration | $ | 31.0 | |
| Less: GE's carrying value in GECAS (34.3 billion less intercompany eliminations and other adjustments) | 33.0 | ||
| Pro forma loss before income taxes | (2.0) | ||
| Benefit (provision) for income taxes (inclusive of expected U.S. tax on disposition of foreign operations) | (0.6) | ||
| Pro forma net loss on sale of GECAS | $ | (2.6) | |
| Amounts may not add due to rounding. |
All values are in US Dollars.
g.Adjustments reflect the elimination of revenues and costs and expenses of GECAS.
h.Adjustment represents the elimination of $3.9 billion, $4.9 billion and $4.9 billion of revenues attributable to GECAS less the reversal of intercompany eliminations of $0.2 billion, $0.2 billion and $0.2 billion, respectively, for the years ended December 31, 2020, 2019 and 2018.
i.Adjustment represents the elimination of $0.2 billion, $0.3 billion and $0.3 billion of selling, general and administrative expenses attributable to GECAS less the reversal of intercompany eliminations of $0.2 billion, $0.2 billion and $0.2 billion, respectively, for the years ended December 31, 2020, 2019 and 2018.
j.Adjustment represents interest costs allocated to GECAS using GE Capital’s interest allocation process. Actual reduction in interest costs for GE will not occur until GE takes actions, as intended, to reduce leverage following completion of the GECAS transaction.
k.Adjustment reflects the estimated income tax effect of the pro forma adjustments at a statutory rate.
(6)