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, 2020
General Electric Company
(Exact name of registrant as specified in its charter)
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| New York | | 001-00035 | | 14-0689340 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 5 Necco Street | Boston, | MA | | | | 02210 |
| (Address of principal executive offices) | | | | (Zip Code) |
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(Registrant’s telephone number, including area code) (617) 443-3000
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(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) | |
| ☐ | 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:
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| 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 |
| Floating Rate Notes due 2020 | GE 20E | 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 |
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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). | |
| | 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 2.01 Completion of Acquisition or Disposition of Assets.
On March 31, 2020, General Electric Company (the “Company” or “GE”) completed the sale of its BioPharma business in its Healthcare segment to Danaher Corporation (“Danaher”) for $21.4 billion ($21.1 billion of total consideration, reflecting $0.3 billion of working capital adjustments to the contractual price). The consideration consisted of $20.7 billion in cash and $0.4 billion of pension liabilities that were assumed by Danaher. The Company received cash of $20.3 billion on March 31st and an additional $0.4 billion on April 1st.
The unaudited pro forma financial information giving effect to the BioPharma sale transaction is filed herewith as Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the Company is filed as Exhibit 99 to this Report on Form 8-K and is incorporated herein by reference:
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| • | Unaudited Pro Forma Condensed Consolidated Statement of Financial Position as of December 31, 2019. |
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| • | Unaudited Pro Forma Condensed Consolidated Statement of Earnings (Loss) for the year ended December 31, 2019. |
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| • | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
(d) Exhibits.
99. General Electric Company Unaudited Pro Forma Condensed Consolidated Financial Statements.
104. The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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 | |
| | | (Registrant) | |
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| Date: April 6, 2020 | | /s/ Thomas S. Timko | |
| | | Thomas S. Timko
Vice President, Chief Accounting Officer and Controller | |
