SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 1-35 GENERAL ELECTRIC COMPANY (Exact name of registrant as specified in its charter) NEW YORK 14-0689340 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3135 EASTON TURNPIKE, FAIRFIELD, CT 06431-0001 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (203) 373-2211 ------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No There were 3,280,189,000 shares with a par value of $0.16 per share outstanding at June 30, 1999. 2 GENERAL ELECTRIC COMPANY PART I - FINANCIAL INFORMATION PAGE Item 1. Financial Statements Statements of Income: Second Quarter Ended June 30, 1999 3 Six Months Ended June 30, 1999 4 Balance Sheet 5 Statement of Cash Flows 6 Summary of Operating Segments 7 Notes to Financial Statements 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 6. Exhibits and Reports on Form 8-K 18 Signature 19 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONDENSED STATEMENT OF EARNINGS GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES SECOND QUARTER ENDED JUNE 30 (UNAUDITED) -------------------------------------------------------------------- (DOLLARS, EXCEPT PER-SHARE AMOUNTS, IN MILLIONS) CONSOLIDATED GE GECS -------------------- -------------------- -------------------- 1999 1998 1999 1998 1999 1998 -------- -------- -------- -------- -------- -------- Sales of goods $ 11,478 $ 11,022 $ 9,517 $ 9,129 $ 1,961 $ 1,893 Sales of services 4,379 4,043 4,449 4,088 -- -- Earnings of GECS -- -- 1,092 933 -- -- GECS revenues from services 11,348 9,863 -- -- 11,417 9,908 Other income 205 142 225 153 -- -- -------- -------- -------- -------- -------- -------- Total revenues 27,410 25,070 15,283 14,303 13,378 11,801 -------- -------- -------- -------- -------- -------- Cost of goods sold 8,143 7,919 6,337 6,191 1,806 1,728 Cost of services sold 3,014 2,765 3,084 2,810 -- -- Interest and other financial charges 2,404 2,366 220 204 2,237 2,187 Insurance losses and policyholder and annuity benefits 2,705 2,400 -- -- 2,705 2,400 Provision for losses on financing receivables 442 409 -- -- 442 409 Other costs and expenses 6,494 5,616 1,848 1,822 4,682 3,825 Minority interest in net earnings of consolidated affiliates 108 61 63 28 45 33 -------- -------- -------- -------- -------- -------- Total costs and expenses 23,310 21,536 11,552 11,055 11,917 10,582 -------- -------- -------- -------- -------- -------- Earnings before income taxes 4,100 3,534 3,731 3,248 1,461 1,219 Provision for income taxes (1,280) (1,084) (911) (798) (369) (286) -------- -------- -------- -------- -------- -------- Net earnings $ 2,820 $ 2,450 $ 2,820 $ 2,450 $ 1,092 $ 933 ======== ======== ======== ======== ======== ======== Net earnings per share Diluted $ 0.85 $ 0.74 Basic $ 0.86 $ 0.75 Dividends declared per share $ 0.35 $ 0.30 <FN> See notes to condensed consolidated financial statements. Consolidating data are shown for "GE" and "GECS." Transactions between GE and GECS have been eliminated from the "consolidated" columns. </FN> 4 CONDENSED STATEMENT OF EARNINGS GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES SIX MONTHS ENDED JUNE 30 (UNAUDITED) -------------------------------------------------------------------- (DOLLARS, EXCEPT PER-SHARE AMOUNTS, IN MILLIONS) CONSOLIDATED GE GECS -------------------- -------------------- -------------------- 1999 1998 1999 1998 1999 1998 -------- -------- -------- -------- -------- -------- Sales of goods $ 21,489 $ 20,638 $ 17,887 $ 17,120 $ 3,601 $ 3,519 Sales of services 7,731 7,402 7,875 7,505 -- -- Earnings of GECS -- -- 2,124 1,814 -- -- GECS revenues from services 22,047 19,347 -- -- 22,160 19,433 Other income 308 309 343 328 -- -- -------- -------- -------- -------- -------- -------- Total revenues 51,575 47,696 28,229 26,767 25,761 22,952 -------- -------- -------- -------- -------- -------- Cost of goods sold 15,380 14,982 12,062 11,773 3,317 3,210 Cost of services sold 5,344 5,167 5,488 5,270 -- -- Interest and other financial charges 4,667 4,578 404 411 4,350 4,212 Insurance losses and policyholder and annuity benefits 5,324 4,613 -- -- 5,324 4,613 Provision for losses on financing receivables 821 741 -- -- 821 741 Other costs and expenses 12,533 11,049 3,589 3,470 9,005 7,639 Minority interest in net earnings of consolidated affiliates 162 117 79 51 83 66 -------- -------- -------- -------- -------- -------- Total costs and expenses 44,231 41,247 21,622 20,975 22,900 20,481 -------- -------- -------- -------- -------- -------- Earnings before income taxes 7,344 6,449 6,607 5,792 2,861 2,471 Provision for income taxes (2,369) (2,108) (1,632) (1,451) (737) (657) -------- -------- -------- -------- -------- -------- Net earnings $ 4,975 $ 4,341 $ 4,975 $ 4,341 $ 2,124 $ 1,814 ======== ======== ======== ======== ======== ======== Net earnings per share Diluted $ 1.50 $ 1.31 Basic $ 1.52 $ 1.33 Dividends declared per share $ 0.70 $ 0.60 <FN> See notes to condensed consolidated financial statements. Consolidating data are shown for "GE" and "GECS." Transactions between GE and GECS have been eliminated from the "consolidated" columns. </FN> 5 CONDENSED STATEMENT OF FINANCIAL POSITION GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES (DOLLARS IN MILLIONS) CONSOLIDATED GE GECS ---------------------- -------------------- ---------------------- 6/30/99 12/31/98 6/30/99 12/31/98 6/30/99 12/31/98 --------- --------- -------- -------- --------- --------- Cash and equivalents $ 5,099 $ 4,317 $ 1,332 $ 1,175 $ 4,142 $ 3,342 Investment securities 76,557 78,717 498 259 76,059 78,458 Current receivables 8,048 8,224 8,186 8,483 -- -- Inventories 6,576 6,049 5,894 5,305 682 744 Financing receivables - net 124,846 121,566 -- -- 124,846 121,566 Other GECS receivables 29,842 24,789 -- -- 30,976 25,973 Property, plant and equipment (including equipment leased to others) - net 35,629 35,730 11,261 11,694 24,368 24,036 Investment in GECS -- -- 19,068 19,727 -- -- Intangible assets - net 24,727 23,635 11,035 9,996 13,692 13,639 All other assets 57,059 52,908 18,960 18,031 38,473 35,539 --------- --------- -------- -------- --------- --------- Total assets $ 368,383 $ 355,935 $ 76,234 $ 74,670 $ 313,238 $ 303,297 ========= ========= ======== ======== ========= ========= Short-term borrowings $ 120,391 $ 115,378 $ 2,206 $ 3,466 $ 119,246 $ 113,162 Accounts payable, principally trade accounts 11,557 12,502 4,730 4,845 8,696 8,815 Other GE current liabilities 16,159 13,699 15,328 13,619 -- -- Long-term borrowings 60,852 59,663 677 681 60,207 59,038 Insurance liabilities, reserves and annuity benefits 80,897 77,259 -- -- 80,897 77,259 All other liabilities 25,788 24,939 12,709 12,613 12,969 12,247 Deferred income taxes 8,016 9,340 148 (250) 7,868 9,590 --------- --------- -------- -------- --------- --------- Total liabilities 323,660 312,780 35,798 34,974 289,883 280,111 --------- --------- -------- -------- --------- --------- Minority interest in equity of consolidated affiliates 5,112 4,275 825 816 4,287 3,459 --------- --------- -------- -------- --------- --------- Accumulated unrealized gains on investment securities - net <F1> 645 2,402 645 2,402 487 2,376 Accumulated currency translation adjustments <F1> (1,272) (738) (1,272) (738) (314) (215) Common stock (3,280,189,000 and 3,271,296,000 shares outstanding at June 30, 1999 and December 31, 1998, respectively) 594 594 594 594 1 1 Other capital 8,177 6,808 8,177 6,808 2,490 2,490 Retained earnings 51,235 48,553 51,235 48,553 16,404 15,075 Less common stock held in treasury (19,768) (18,739) (19,768) (18,739) -- -- --------- --------- -------- -------- --------- --------- Total share owners' equity 39,611 38,880 39,611 38,880 19,068 19,727 --------- --------- -------- -------- --------- --------- Total liabilities and equity $ 368,383 $ 355,935 $ 76,234 $ 74,670 $ 313,238 $ 303,297 ========= ========= ======== ======== ========= ========= <FN> See notes to condensed consolidated financial statements. Consolidating data are shown for "GE" and"GECS." June data are unaudited. Transactions between GE and GECS have been eliminated from the "consolidated" columns. <F1> The sum of accumulated unrealized gains on investment securities and accumulated currency translation adjustments constitutes "Accumulated nonowner changes other than earnings," and was ($627) million and $1,664 million at June 30, 1999 and December 31, 1998, respectively. </FN> 6 CONDENSED STATEMENT OF CASH FLOWS GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES SIX MONTHS ENDED JUNE 30 (UNAUDITED) ------------------------------------------------------------------ (DOLLARS IN MILLIONS) CONSOLIDATED GE GECS -------------------- ------------------ -------------------- 1999 1998 1999 1998 1999 1998 -------- -------- ------- ------- -------- -------- Cash flows from operating activities Net earnings $ 4,975 $ 4,341 $ 4,975 $ 4,341 $ 2,124 $ 1,814 Adjustments to reconcile net earnings to cash provided from (used for) operating activities Depreciation and amortization of property, plant and equipment 2,361 2,083 853 823 1,508 1,260 Amortization of goodwill and other intangibles 821 474 278 255 543 219 Earnings retained by GECS -- -- (1,329) (935) -- -- Deferred income taxes (179) 383 362 234 (541) 149 Decrease in GE current receivables 361 347 482 374 -- -- Decrease (increase) in inventories (451) 298 (513) 237 62 61 Decrease in accounts payable (1,060) (424) (171) (190) (178) (148) Increase in insurance liabilities, reserves and annuity benefits 1,034 1,594 -- -- 1,034 1,594 Provision for losses on financing receivables 821 741 -- -- 821 741 All other operating activities 1,637 (2,513) (200) (1,595) 1,480 (801) -------- -------- ------- ------- -------- -------- Cash from operating activities 10,320 7,324 4,737 3,544 6,853 4,889 -------- -------- ------- ------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (including equipment leased to others) (4,839) (4,731) (674) (780) (4,165) (3,951) Net increase in GECS financing receivables (5,555) (3,742) -- -- (5,555) (3,742) Payments for principal businesses purchased (7,013) (1,982) (1,035) (989) (5,978) (993) All other investing activities 1,397 (2,812) 671 150 639 (3,067) -------- -------- ------- ------- -------- -------- Cash used for investing activities (16,010) (13,267) (1,038) (1,619) (15,059) (11,753) -------- -------- ------- ------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net change in borrowings (maturities 90 days or less) 5,094 7,773 (1,307) 2,154 6,212 5,294 Newly issued debt (maturities longer than 90 days) 15,078 18,070 338 282 14,716 17,788 Repayments and other reductions (maturities longer than 90 days) (11,986) (17,993) (379) (994) (11,607) (16,999) Net (purchase) issuance of GE shares for treasury 98 (1,728) 98 (1,728) -- -- Dividends paid to share owners (2,292) (1,957) (2,292) (1,957) (795) (879) All other financing activities 480 (221) -- -- 480 (221) -------- -------- ------- ------- -------- -------- Cash from (used for) financing activities 6,472 3,944 (3,542) (2,243) 9,006 4,983 -------- -------- ------- ------- -------- -------- Increase (decrease) in cash and equivalents 782 (1,999) 157 (318) 800 (1,881) Cash and equivalents at beginning of year 4,317 5,861 1,175 1,157 3,342 4,904 -------- -------- ------- ------- -------- -------- Cash and equivalents at June 30 $ 5,099 $ 3,862 $ 1,332 $ 839 $ 4,142 $ 3,023 ======== ======== ======= ======= ======== ======== <FN> See notes to condensed consolidated financial statements. Consolidating data are shown for "GE" and "GECS." Transactions between GE and GECS have been eliminated from the "consolidated" columns. </FN> 7 SUMMARY OF OPERATING SEGMENTS GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES SECOND QUARTER ENDED SIX MONTHS ENDED JUNE 30 (UNAUDITED) JUNE 30 (UNAUDITED) ------------------- ------------------- (DOLLARS IN MILLIONS) 1999 1998 1999 1998 -------- -------- -------- -------- REVENUES GE Aircraft Engines $ 2,605 $ 2,594 $ 4,995 $ 4,870 Appliances 1,476 1,442 2,677 2,664 Industrial Products and Systems 2,885 2,803 5,424 5,363 NBC 1,782 1,632 2,962 2,889 Plastics 1,741 1,684 3,356 3,286 Power Systems 2,322 2,168 4,017 3,764 Technical Products and Services 1,625 1,240 3,120 2,354 Eliminations (363) (347) (672) (577) -------- -------- -------- -------- Total GE segment revenues 14,073 13,216 25,879 24,613 Corporate items 118 154 226 340 GECS net earnings 1,092 933 2,124 1,814 -------- -------- -------- -------- Total GE revenues 15,283 14,303 28,229 26,767 GECS segment revenues 13,378 11,801 25,761 22,952 Eliminations <F1> (1,251) (1,034) (2,415) (2,023) -------- -------- -------- -------- CONSOLIDATED REVENUES $ 27,410 $ 25,070 $ 51,575 $ 47,696 ======== ======== ======== ======== SEGMENT PROFIT GE Aircraft Engines $ 512 $ 427 $ 993 $ 846 Appliances 177 199 338 364 Industrial Products and Systems 540 475 933 868 NBC 544 475 878 774 Plastics 468 436 865 826 Power Systems 499 372 681 515 Technical Products and Services 328 262 596 496 -------- -------- -------- -------- Total GE operating profit 3,068 2,646 5,284 4,689 GECS net earnings 1,092 933 2,124 1,814 -------- -------- -------- -------- Total segment profit 4,160 3,579 7,408 6,503 GE interest and other financial charges (220) (204) (404) (411) GE provision for income taxes (911) (798) (1,632) (1,451) Corporate items and eliminations (209) (127) (397) (300) -------- -------- -------- -------- CONSOLIDATED NET EARNINGS $ 2,820 $ 2,450 $ 4,975 $ 4,341 ======== ======== ======== ======== <FN> <F1> Principally the elimination of GECS net earnings. </FN> 8 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The accompanying condensed quarterly financial statements represent the consolidation of General Electric Company and all companies which it directly or indirectly controls, either through majority ownership or otherwise. Reference is made to note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. That note discusses consolidation and financial statement presentation. As used in this Report and in the Report on Form 10-K, "GE" represents the adding together of all affiliated companies except General Electric Capital Services, Inc. ("GECS"), which is presented on a one-line basis; GECS consists of General Electric Capital Services, Inc. and all of its affiliates; and "consolidated" represents the adding together of GE and GECS with the effects of transactions between the two eliminated. 2. The condensed consolidated quarterly financial statements are unaudited. These statements include all adjustments (consisting of normal recurring accruals) considered necessary by management to present a fair statement of the results of operations, financial position and cash flows. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. 3. A summary of changes in share owners' equity that do not result directly from transactions with share owners is provided below. SECOND QUARTER ENDED -------------------- (DOLLARS IN MILLIONS) 6/30/99 6/30/98 ------- ------- Net earnings $ 2,820 $ 2,450 Unrealized gains (losses) on investment securities - net (1,373) 130 Foreign currency translation adjustments - net (146) (59) ------- ------- Total $ 1,301 $ 2,521 ======= ======= SIX MONTHS ENDED ------------------ 6/30/99 6/30/98 ------- ------- Net earnings $ 4,975 $ 4,341 Unrealized gains (losses) on investment securities - net (1,757) 452 Foreign currency translation adjustments - net (534) (212) ------- ------- Total $ 2,684 $ 4,581 ======= ======= 4. In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (the "Statement"). The Statement requires that, upon adoption, all derivative instruments (including certain derivative 9 instruments embedded in other contracts) be recognized in the balance sheet at fair value, and that changes in such fair values be recognized in earnings unless specific hedging criteria are met. Changes in the values of derivatives that meet these hedging criteria will ultimately offset related earnings effects of the hedged items; effects of certain changes in fair value are recorded in equity pending recognition in earnings. In June 1999, the FASB delayed the required effective date of the new standard to January 1, 2001. The impact of adoption will be determined by several factors, including the specific hedging instruments in place and their relationships to hedged items, as well as market conditions. Management has not estimated the effect of adoption as it believes that such determination will not be meaningful until closer to the adoption date. 5. GE's inventories consisted of the following: AT ------------------ (DOLLARS IN MILLIONS) 6/30/99 12/31/98 ------- -------- GE Raw materials and work in process $ 3,308 $ 3,154 Finished goods 3,310 2,967 Unbilled shipments 267 195 Revaluation to LIFO (991) (1,011) ------- ------- 5,894 5,305 ------- ------- GECS Finished goods 682 744 ------- ------- Total $ 6,576 $ 6,049 ======= ======= 6. Property, plant and equipment (including equipment leased to others) consisted of the following: AT ------------------ (DOLLARS IN MILLIONS) 6/30/99 12/31/98 ------- -------- ORIGINAL COST GE $28,407 $28,310 GECS 33,764 32,790 ------- ------- Total 62,171 61,100 ------- ------- ACCUMULATED DEPRECIATION AND AMORTIZATION GE 17,146 16,616 GECS 9,396 8,754 ------- ------- Total 26,542 25,370 ------- ------- PROPERTY, PLANT AND EQUIPMENT -- NET GE 11,261 11,694 GECS 24,368 24,036 ------- ------- Total $35,629 $35,730 ======= ======= 10 7. GE's authorized common stock consisted of 4,400,000,000 shares having a par value of $0.16 each. Information related to the calculation of earnings per share follows. SECOND QUARTER ENDED --------------------------------- (DOLLAR AMOUNTS AND SHARES IN MILLIONS; 6/30/99 6/30/98 PER-SHARE AMOUNTS IN DOLLARS) --------------- --------------- DILUTED BASIC DILUTED BASIC ------- ------ ------ ------ CONSOLIDATED OPERATIONS Net earnings available to common share owners $2,820 $2,820 $2,450 $2,450 Dividend equivalents-- net of tax 2 -- 6 -- ------ ------ ------ ------ Net earnings available for per-share calculation $2,822 $2,820 $2,456 $2,450 ------ ------ ------ ------ AVERAGE EQUIVALENT SHARES Shares of GE common stock 3,277 3,277 3,270 3,270 Employee compensation-related shares, including stock options 54 -- 59 -- ------ ------ ------ ------ Total average equivalent shares 3,331 3,277 3,329 3,270 ------ ------ ------ ------ Net earnings per share $ 0.85 $ 0.86 $ 0.74 $ 0.75 ====== ====== ====== ====== SIX MONTHS ENDED --------------------------------- DILUTED BASIC DILUTED BASIC ------- ------ ------ ------ CONSOLIDATED OPERATIONS Net earnings available to common share owners $4,975 $4,975 $4,341 $4,341 Dividend equivalents-- net of tax 4 -- 9 -- ------ ------ ------ ------ Net earnings available for per-share calculation $4,979 $4,975 $4,350 $4,341 ------ ------ ------ ------ AVERAGE EQUIVALENT SHARES Shares of GE common stock 3,275 3,275 3,268 3,268 Employee compensation-related shares, including stock options 55 -- 64 -- ------ ------ ------ ------ Total average equivalent shares 3,330 3,275 3,332 3,268 ------ ------ ------ ------ Net earnings per share $ 1.50 $ 1.52 $ 1.31 $ 1.33 ====== ====== ====== ====== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION A. RESULTS OF OPERATIONS -- SECOND QUARTER OF 1999 COMPARED WITH SECOND QUARTER OF 1998 General Electric Company's earnings for the second quarter of 1999 were $2.820 billion, the highest for any quarter in the Company's history, an increase of 15% over the same period in 1998. Earnings per share increased 15% to $0.85, up from last year's $0.74. Revenues rose to a record $27.4 billion, 9% more than last year's quarter, reflecting continued growth from globalization and product services. 11 GE's second-quarter operating margin was 19.3% of sales, up from last year's 18.1%, and was a record for any quarter in the Company's history. The second-quarter margin growth reflects the increasing benefits from GE's Six Sigma quality initiative. GE Capital Services' second-quarter earnings rose to $1,092 million, up 17% from last year's $933 million. These record results reflect the globalization and diversity of GE Capital's 28 businesses. GECS' results were driven by strong double-digit increases in Consumer Services, Mid-Market Financing, Equipment Management and Specialized Financing segments. Cash generated from GE's operating activities during the first half was a record $4.7 billion, up 34% from last year's $3.5 billion. As part of the six-year $17 billion share repurchase program, GE purchased $517 million of its stock during the second quarter to reach $14.5 billion -- 296 million shares -- purchased since December 1994. SEGMENT ANALYSIS: The comments that follow compare revenues and operating profit by operating segment for the second quarters of 1999 and 1998. o AIRCRAFT ENGINES reported a 20% increase in operating profit on revenues that were about the same as a year ago. Revenues reflected the effects of lower engine selling prices, which largely offset volume increases in product services and commercial engines. The improvement in operating profit was primarily attributable to growth in product services and productivity, which more than offset cost increases. o APPLIANCES revenues increased 2% over the second quarter of 1998, as volume growth offset declines in selling prices. Operating profit decreased 11% largely as a result of lower selling prices and increased spending on new products, which more than offset productivity and the increase in volume. o GE CAPITAL SERVICES second-quarter earnings rose to $1,092 million, up 17% from last year's $933 million, reflecting strong double-digit increases in Consumer Services, Mid-Market Financing, Equipment Management and Specialized Financing activities. The overall improvement in earnings was largely attributable to the effects of continued asset growth, principally from acquisitions of businesses and portfolios, higher origination volume, and a higher level of asset gains. o INDUSTRIAL PRODUCTS AND SYSTEMS reported a 14% increase in operating profit on revenues that were 3% higher than a year ago. The increase in segment revenues reflected volume increases across all businesses in the segment, particularly at Transportation Systems. The improvement in segment operating profit was primarily attributable to productivity and higher volume which were partially offset by the effects of lower selling prices and higher costs. 12 o NBC reported a 9% increase in revenues, reflecting improved revenues at the network and continued growth in cable operations, particularly at CNBC. Operating profit was 15% higher than a year ago as strong results in cable operations and continuing benefits from cost reductions across the business more than offset higher license fees for certain sports and prime-time programs that were renewed. o PLASTICS operating profit increased 7% on revenues that were 3% higher than a year ago. The increase in revenues reflected improved volume, which was partially offset by lower selling prices. The increase in operating profit was primarily attributable to lower material costs, productivity and higher volume, the combination of which more than offset selling price decreases. o POWER SYSTEMS revenues increased 7%, primarily as a result of continued growth in product services, including acquisitions, and sharply higher volume in gas turbines. Operating profit increased 34%, reflecting productivity and volume growth. o TECHNICAL PRODUCTS & SERVICES revenues increased 31% from the second quarter of 1998, principally as a result of sharply higher volume at Medical Systems, including the contribution of acquisitions. Operating profit grew 25% in the second quarter, primarily as a result of the volume growth at Medical Systems as well as improved results at Information Services. B. RESULTS OF OPERATIONS -- FIRST HALF OF 1999 COMPARED WITH FIRST HALF OF 1998 Earnings for the six months ended June 30, 1999, were $4.975 billion, up 15% from $4.341 billion in 1998's first half. Earnings per share increased 15% to $1.50 from $1.31. Consolidated revenues for the first six months of 1999 aggregated $51.6 billion, up 8% from the comparable $47.7 billion in 1998's first half. GE's sales of goods and services were 5% higher, with improvements led by Medical Systems, Transportation Systems and Aircraft Engines. Operating margin in the first half of 1999 was 17.9% of sales, compared with last year's 16.7%. The improvement in operating margin reflects the increasing benefits from GE's Six Sigma quality initiative. As discussed in the 1998 GE Annual Report on Form 10-K, GE and GECS are applying a Six Sigma quality approach to identify and mitigate Year 2000 issues in their information systems, products, facilities and suppliers. Each business has a Year 2000 leader who oversees a multi-functional project team responsible for remediation and contingency planning, applying a Six Sigma quality approach in four phases: (1) define/measure - identify and inventory possible sources of Year 2000 issues; (2) analyze - determine the nature and extent of Year 2000 issues and develop project plans to address those issues; (3) improve - execute project plans and perform a majority of the testing; and (4) control - complete testing, continue monitoring readiness and complete necessary contingency plans. As of the end of June 1999, virtually all significant information systems, products, facilities, and suppliers were in the control phase. As a final step in the control phase, GE and GECS are developing, testing and implementing contingency plans to ameliorate any potential internal or external disruption of 13 critical business processes. The specific actions identified in such contingency plans differ depending on circumstances, but most often include manual work-arounds, deployment of backup or secondary technologies, rearranging work schedules, and substitution of suppliers, as appropriate. While management does not expect significant disruptions of critical business processes caused by internal Year 2000 issues, the likelihood of externally-caused disruptions and the ability of the contingency plans to ameliorate the effects of any such externally-caused disruptions is not determinable. The total estimate of Year 2000 expenditures, adjusted for increases related to acquired companies, is in line with previous projections. The activities related to Year 2000 efforts necessarily involve estimates and projections of activities and resources that will be required in the future. These estimates and projections could change as work progresses. SEGMENT ANALYSIS: The following comments compare revenues and operating profit by industry segment for the first half of 1999 with the same period of 1998. AIRCRAFT ENGINES reported a 17% increase in operating profit on revenues that were 3% higher than a year ago. The increase in revenues was primarily attributable to higher volume, particularly in product services. The improvement in operating profit reflected growth in product services and productivity, which more than offset cost increases. o APPLIANCES revenues were essentially flat compared with the first half of 1998, as volume growth was largely offset by lower selling prices. Operating profit decreased 7% principally as a result of lower selling prices and increased spending on new products. o GE CAPITAL SERVICES earnings for the first six months of 1999 rose to $2,124 million, up 17% from last year's $1,814 million, reflecting strong double-digit increases in Consumer Services, Mid-Market Financing, Equipment Management and Specialized Financing activities. The overall improvement in earnings was largely attributable to the effects of continued asset growth, principally from acquisitions of businesses and portfolios, higher origination volume, and a higher level of asset gains. o INDUSTRIAL PRODUCTS AND SYSTEMS reported a 7% increase in operating profit on revenues that were 1% higher than a year ago. The increase in segment revenues reflected strong volume increases at Transportation Systems and Industrial Systems, which were largely offset by lower selling prices across most businesses in the segment. The improvement in segment operating profit was primarily attributable to productivity which more than offset the effects of lower selling prices and higher costs, including higher engineering costs related to the introduction of Transportation Systems' new AC6000 locomotive. 14 o NBC reported a 13% increase in operating profit on revenues that were 3% higher than a year ago. The improvement in revenues was largely attributable to growth in cable operations, particularly at CNBC. The operating profit performance reflected a strong marketplace, growth in cable operations, and continuing benefits from cost reductions across the business, the combination of which more than offset higher license fees for certain sports and prime-time programs that were renewed. o PLASTICS operating profit increased 5% on revenues that were 2% ahead of the first six months of 1998. The increase in revenues reflected improved volume, which was partially offset by lower selling prices. The increase in operating profit was primarily attributable to lower material costs, productivity and higher volume, the combination of which more than offset selling price decreases. o POWER SYSTEMS revenues increased 7%, primarily as a result of continued growth in product services, including acquisitions, and sharply higher volume in gas turbines. Operating profit increased 32%, reflecting productivity and volume growth. o TECHNICAL PRODUCTS & SERVICES revenues increased 33% from the first half of 1998, principally as a result of sharply higher volume at Medical Systems, including the contribution of acquisitions. Operating profit grew 20% in the second quarter, reflecting strong volume growth and productivity across the segment, which more than offset the effects of lower selling prices. C. FINANCIAL CONDITION With respect to the Condensed Statement of Financial Position, consolidated assets of $368.4 billion at June 30, 1999, were $12.5 billion higher than at December 31, 1998. GE assets were $76.2 billion at June 30, 1999, an increase of $1.6 billion from December 31, 1998. The increase was primarily attributable to additions to intangible assets ($1.0 billion), and increases in all other assets ($0.9 billion). The change in intangible assets was largely attributable to acquisitions, the largest of which was Marquette Medical Systems which was consolidated in the second quarter. The change in all other assets resulted primarily from an increase in the prepaid pension asset. These increases were partially offset by a decrease in the investment in GECS ($0.7 billion). GECS assets increased by $9.9 billion from the end of 1998. Investment securities decreased $2.4 billion largely as a result of decreases in fair values of investment securities associated with higher interest rates during the period. GE Capital's financing receivables, which, net of the allowance for losses, aggregated $124.8 billion at the end of the second quarter, increased $3.2 billion from the year-end 1998 level of $121.6 billion. The increase resulted principally from new volume and acquisitions, the largest of which were Pheonixcor and Long Term Credit Bank. Those increases were partially offset by foreign currency translation effects related to European financing receivables. Management believes that GE Capital's allowance for losses of $3.4 billion at 15 June 30, 1999 is appropriate given the strength and diversity of the portfolio and current economic circumstances. Other receivables increased $5.0 billion, principally related to acquisitions of Japan Leasing and Eagle Star. Other assets increased $2.9 billion primarily reflecting higher investments in and advances to non-consolidated affiliates and increases in "separate accounts," which are investments controlled by policyholders. Consolidated liabilities of $323.7 billion at June 30, 1999, were $10.9 billion higher than the year-end 1998 balance of $312.8 billion. GE liabilities increased $0.8 billion; GECS liabilities increased $9.8 billion. GE total borrowings were $2.9 billion ($2.2 billion short-term and $0.7 billion long-term) at June 30, 1999, a decrease of $1.3 billion from December 31, 1998. GE's ratio of debt to total capital at the end of June 1999 was 6.7% compared with 9.5% at the end of last year and 13.8% at June 30, 1998. GECS liabilities increased to $289.9 billion compared with $280.1 billion at the end of 1998. The increase was principally attributable to higher borrowings ($7.3 billion) and an increase of $3.6 billion in insurance liabilities, reserves and annuity benefits, reflecting primarily the addition of reserves of acquired companies, increases in separate accounts and additions to reserves related to core growth. Short-term borrowings increased by $6.1 billion to $119.2 billion and long-term borrowings increased by $1.2 billion to $60.2 billion. With respect to cash flows, consolidated cash and equivalents were $5.1 billion at June 30, 1999, an increase of $0.8 billion during the first half. Cash and equivalents were $3.9 billion at June 30, 1998, a decrease of $2.0 billion during last year's first half. GE's cash and equivalents increased $0.2 billion during the first half of 1999 to $1.3 billion at June 30, 1999. Cash provided from operating activities was $4.7 billion during the first six months of 1999, compared with $3.5 billion in the first half of 1998, reflecting continuing improvements in earnings and higher progress collections during the period. Cash used for investing activities ($1.0 billion) principally resulted from business acquisitions and investments in new plant and equipment for a diverse number of projects to lower costs and improve efficiencies. Cash used for financing activities ($3.5 billion) included $1.3 billion for net reduction of debt, $0.9 billion for repurchases of the Company's common stock under the share repurchase program and $2.3 billion for dividends paid to share owners, a 17% increase in the per-share dividend rate compared with the first half of last year. GE's cash and equivalents decreased $0.3 billion during the first half of 1998 to $0.8 billion at June 30, 1998. Cash provided from operating activities was $3.5 billion during the first six months of 1998, about the same as in the first half of 1997. Cash used for investing activities ($1.6 billion) principally represented acquisitions and investments in new plant and equipment for a diverse number of projects to lower costs and improve efficiencies. Cash used for financing activities ($2.2 billion) included $1.7 billion for repurchases of the Company's common stock under the share repurchase program and $2.0 billion for dividends paid to share owners, a 15% increase in the per-share dividend rate compared with the first half of 1997. The effects of dividends and 16 share repurchases on cash used for financing activities were partially offset by cash provided from higher net borrowings ($1.4 billion). GECS cash and equivalents increased $0.8 billion during the first half of 1999. Cash was used primarily to fund additions to property, plant and equipment ($4.2 billion), principally equipment that is provided to third parties on operating leases; to fund additions to financing receivables ($5.6 billion); and to fund acquisitions of businesses ($6.0 billion). Cash provided from operating activities totaled $6.9 billion. Cash provided from financing activities resulted primarily from increased net borrowings ($9.3 billion) during the first six months of 1999. GECS cash and equivalents decreased $1.9 billion during the first half of 1998. Cash was used primarily to fund additions to property, plant and equipment ($4.0 billion), principally equipment that is provided to third parties on operating leases; to fund additions to financing receivables ($3.7 billion); to purchase investment securities ($2.7 billion); and to fund acquisitions of businesses ($1.0 billion). Cash provided from operating activities totaled $4.9 billion. Cash provided from financing activities resulted primarily from increased net borrowings ($6.1 billion) during the first six months of 1998. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ENVIRONMENTAL In May 1999, the New York State Department of Environmental Conservation informed the company that it was seeking penalties of $325,000 for violations of the state's Clean Water Act at its Waterford, NY facility. The state alleges discharges in excess of permitted limits as well as reporting violations. The matter is presently subject to negotiations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of Share Owners of General Electric Company was held on April 21, 1999. (b) All director nominees were elected. (c) Certain matters voted upon at the meeting and the votes cast with respect to such matters are as follows: 17 PROPOSALS AND VOTE TABULATIONS VOTES CAST ------------------------------------------- BROKER FOR AGAINST ABSTAIN NON-VOTES ------------- ------------- ----------- ----------- MANAGEMENT PROPOSALS Approval of the appointment of independent auditors for 1999 2,653,075,644 9,116,191 11,351,805 0 SHARE OWNER PROPOSALS (1) Relating to cumulative voting 467,157,310 1,570,460,461 171,132,190 464,793,679 (2) Relating to workplace code of conduct 144,689,070 1,894,901,695 169,159,196 464,793,679 (3) Relating to sexual orientation policy 179,221,752 1,902,123,528 127,404,681 464,793,679 (4) Relating to CEO compensation 126,663,887 2,015,041,592 67,044,482 464,793,679 (5) Relating to executive compensation criteria/environmental 118,715,343 1,954,631,600 135,403,018 464,793,679 (6) Relating to environmental education report 136,850,253 1,912,814,571 159,085,037 464,793,679 (7) Relating to environmental report 173,097,955 1,889,266,338 146,385,668 464,793,679 (8) Relating to non-employee directors retirement plan 623,856,037 1,541,158,288 43,735,636 464,793,679 (9) Relating to foreign military sales 140,132,304 1,914,044,108 154,573,549 464,793,679 ELECTION OF DIRECTORS DIRECTOR VOTES RECEIVED VOTES WITHHELD - -------- -------------- -------------- James I. Cash, Jr. 2,650,810,112 22,733,528 Silas S. Cathcart 2,646,622,703 26,920,937 Dennis D. Dammerman 2,646,040,839 27,502,801 Paolo Fresco 2,649,589,208 23,954,432 Claudio X. Gonzalez 2,651,825,831 21,717,809 Andrea Jung 2,651,058,061 22,485,579 Kenneth G. Langone 2,631,346,586 42,197,054 Gertrude G. Michelson 2,648,308,866 25,234,774 Eugene F. Murphy 2,645,956,126 27,587,514 Sam Nunn 2,629,333,905 44,209,735 John D. Opie 2,631,446,792 42,096,848 Roger S. Penske 2,633,228,846 40,314,794 Frank H. T. Rhodes 2,648,700,186 24,843,454 Andrew C. Sigler 2,650,207,886 23,335,754 Douglas A. Warner III 2,633,759,423 39,784,217 John F. Welch, Jr. 2,644,954,163 28,589,477 18 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits Exhibit 11. Computation of Per Share Earnings* Exhibit 12. Computation of Ratio of Earnings to Fixed Charges. Exhibit 27. Financial Data Schedule * Data required by Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE, is provided in note 7 to the condensed consolidated financial statements in this report. b. Reports on Form 8-K during the quarter ended June 30, 1999. No reports on Form 8-K were filed during the quarter ended June 30, 1999. 19 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 thereunto duly authorized. General Electric Company (Registrant) August 11, 1999 /s/ Philip D. Ameen - --------------------- -------------------------------------------------------- Date Philip D. Ameen Vice President and Comptroller Duly Authorized Officer and Principal Accounting Officer