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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) January 3,
2023
General Electric Company
(Exact name of registrant as specified in its charter)
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New York |
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001-00035 |
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14-0689340 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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5 Necco Street |
Boston, |
MA |
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02210 |
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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)
(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):
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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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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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GE
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New York Stock Exchange
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1.250% Notes due 2023
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GE 23E
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New York Stock Exchange
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0.875% Notes due 2025
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GE 25
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New York Stock Exchange
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1.875% Notes due 2027
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GE 27E
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New York Stock Exchange
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1.500% Notes due 2029
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GE 29
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New York Stock Exchange
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7 1/2% Guaranteed Subordinated Notes due 2035
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GE /35
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New York Stock Exchange
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2.125% Notes due 2037
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GE 37
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New York Stock Exchange
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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). |
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Emerging growth company |
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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. |
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Introductory Note
As previously reported, on January 3, 2023 at 5:00 p.m. New York
City time, General Electric Company (“GE” or “Company”) completed
the separation (the “Spin-Off”) of GE HealthCare Technologies Inc.
(“GE HealthCare”) from the Company in accordance with the
Separation and Distribution Agreement, dated November 7, 2022,
between the Company and GE HealthCare. The Spin-Off was achieved
through the Company’s pro-rata distribution of approximately 80.1%
of the outstanding shares of GE HealthCare common stock to GE
shareholders. Each holder of record of GE common stock received one
share of GE HealthCare common stock for every three shares of GE
common stock held on December 16, 2022, the record date for the
distribution. In lieu of fractional shares of GE HealthCare,
shareholders of GE will receive cash. On January 4, 2023, GE
HealthCare’s common stock began trading on The Nasdaq Stock Market
LLC under the ticker symbol “GEHC.”
This Amendment No. 1 to the Original Form 8-K amends the Current
Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on January 4, 2023 (the “Original Form 8-K”)
that reported the completion of the Spin-Off. The Original Form 8-K
did not include the unaudited pro forma financial information of
the Company reflecting the performance of the Company’s businesses
after giving effect to the Spin-Off. This Amendment No. 1 to the
Original Form 8-K is being filed to include such pro forma
financial information as required under Item 9.01(b) of Form
8-K.
GE no longer consolidates GE HealthCare into its financial results.
In connection with the Spin-Off, the historical results of GE
HealthCare and certain assets and liabilities included in the
Spin-Off will be reported in GE's consolidated financial statements
as discontinued operations beginning in the first quarter of
2023.
GE will prospectively measure its remaining 19.9% ownership
interest in GE HealthCare at fair value. This ownership interest
and the related earnings impact from subsequent changes in fair
value in the ownership interest will be recognized in continuing
operations. Unaudited pro forma financial information included in
this Amendment No. 1 to the Original Form 8-K has been presented to
illustrate the estimated effects of the Spin-Off and is not
necessarily indicative of the results of operations that GE would
have achieved had the Spin-Off 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 99.1 to this Amendment No. 1 to the
Original Form 8-K and is incorporated herein by
reference:
•Unaudited
Pro Forma Condensed Consolidated Statement of Financial Position as
of September 30, 2022.
•Unaudited
Pro Forma Condensed Consolidated Statements of Earnings (Loss) for
the nine months ended September 30, 2022 and each of the years
ended December 31, 2021, 2020 and 2019.
•Notes
to the Unaudited Pro Forma Condensed Consolidated Financial
Statements.
(d) Exhibits.
104.
The cover page from this Amendment No. 1 to the Original Form 8-K,
formatted in Inline XBRL.
Forward-Looking Statements
This document contains “forward-looking statements”—that is,
statements related to future, not past, events. These forward-
looking statements often address GE's 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. For GE, particular areas where risks
or uncertainties could cause GE’s actual results to be materially
different than those expressed in GE’s forward-looking statements
include: GE’s success in executing and completing asset
dispositions or other transactions, including GE’s plans to pursue
the spin-off its portfolio of energy businesses that are planned to
be combined as GE Vernova (Renewable Energy, Power, Digital and
Energy Financial Services), and sales or other dispositions of GE’s
equity interests in Baker Hughes Company, AerCap Holdings N.V. and
GE HealthCare Technologies Inc., the timing for such transactions,
the ability to satisfy any applicable pre-conditions, and the
expected proceeds, consideration and benefits to GE; changes in
macroeconomic and market conditions and market volatility,
including impacts related to the COVID-19 pandemic, risk of
recession, inflation, supply chain constraints or disruptions,
rising interest rates, oil, natural gas and other commodity prices
and exchange rates, and the impact of such changes and volatility
on GE’s business operations, financial results and financial
position; and GE’s de-leveraging and capital allocation plans,
including with respect to actions to reduce its indebtedness, the
capital structures of the public companies that GE plans to form
from its businesses, the timing and amount of dividends, share
repurchases, organic investments, and other priorities; and other
factors that are described in the “Risk Factors” section of GE’s
Annual Report on Form 10-K for the year ended December 31, 2021 and
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2022, as such descriptions may be updated or amended in any future
reports that GE files with the SEC. These or other uncertainties
may cause GE’s actual future results to be materially different
than those expressed in its forward-looking statements. GE does not
undertake to update its forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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General Electric Company |
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(Registrant) |
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Date: January 9, 2023 |
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/s/ Thomas S. Timko |
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Thomas S. Timko
Vice President, Chief Accounting Officer and Controller |
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General Electric (NYSE:GE)
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