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Show CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME (Unaudited) The following condensed pro forma combined statement of income combines the statement of earnings of General Electric Company and consolidated affiliates for the five years ended December 31, 1975 and the six months ended June 30, 1976 with the statement of consolidated income of Utah International Inc. and subsidiaries for the five years ended October 31, 1975 and the six months ended April 30, 1976. This pro forma statement of income should be read in conjunction with the financial statements and related notes included elsewhere in this document. Six months 1971 1972 1973 1974 1975 1976 (Amounts in millions) Net sales billed............................................................. $9,543.7 $10,466.0 $11,907.7 $13,914.3 $14,085.4 $ 7,323.1 Operating costs(a)....................................................... 8,775.3 9,590.0 10,852.5 12,746.4 12,896.0 6,691.7 Operating margin......................................................... 768.4 876.0 1,055.2 1,167.9 1,189.4 631.4 Other income................................................................ 178.4(b) 208.5 197.4 203.3 175.6(c) 129.0 Interest and other financial charges............................ (100.4) (120.2) (143.6) (195.8) ( 186.9) (87.0) Earnings before income taxes and minority interest... 846.4 964.3 1,109.0 1,175.4 1,178.1 673.4 Provision for income taxes........................................... (332.8) (385.0) (450.1) (452.5) (460.3) (268.5) Minority interest in earnings of consolidated affiliates......................................................................... (4.1) (5.0) (11.6) (17.2) (25.4) (13.3) Net earnings applicable to common stock.................. $ 509.5 $ 574.3 $ 647.3 $ 705.7 $ 692.4 $ 391.6 Earnings per common share (in dollars)(d)(e)........ $2.30 $238 $2.91 $3.16 $3.09 $1-74 Average shares outstanding (in thousands): General Electric.................................................... 181,684 182,112 182,051 182,120 183,258 184,509 Utah(f)................................................................. 39,793 40,361 40,667 40,865 41,003 41,003 Combined............................................................. 221,477 222,473 222,718 222,985 224,261 225,512 - Notes: (a) Utah's general and administrative expenses, foreign currency exchange gains (losses) and provision for employees' retirement program have been classified as Operating costs in all years. (b) Utah reported the sale of certain assets in 1971 as discontinued operations which were considered to be immaterial to the combined operations of General Electric and Utah and were reflected in Other income in the condensed pro forma combined statement of income. (c) Utah reported its share of losses attributable to the 1975 expropriation in Peru of assets owned by a subsidiary of Marcona Corporation (46% owned by Utah) as extraordinary. These losses ($23.8 million or $.10 per share on a pro forma combined basis) were considered to be immaterial to the combined operations of General Electric and Utah and were charged against Other income in the condensed pro forma combined statement of income. (d) Pro forma combined earnings per share of General Electric and Utah include the results of operations from Utah's uranium business. As discussed more fully under "Business of UtahUranium," such business has been transferred to Lucky Mc Uranium Corporation, a wholly-owned subsidiary of Utah, which, on and after the effective time of the Merger, will not be consolidated nor accounted for by the equity method for financial reporting purposes. However, Lucky Mc will be required to pay cumulative quarterly dividends on its outstanding preferred stock commencing May 1977 equal to 85% of its net after-tax income for the previous quarter (without taking account of any deduction for exploration expenses), subject, however, to Lucky Mc's right to require loans for up to ten years from the combined enterprise provided the aggregate amount of such loans does not at any time exceed preferred dividend payments for the immediately preceding two years. Had such an arrangement been in effect for the period shown, the effect would have been to reduce earnings per share on a combined basis by less than one cent in all periods shown. For the fiscal years 1974 and 1975 and the six months ended April 30, 1976, Utah's uranium operations accounted for approximately 2%, 1% and 4%, respectively, of Utah's gross profit from operations, including its equity in the earnings and losses of affiliates, joint ventures and partnerships but excluding exploration costs. (e) Any dilution of earnings per share which would result from the potential exercise or conversion of such items as stock options or convertible debt outstanding is insignificant (less than 2% in all periods shown). Fully diluted earnings per share for 1975 would be computed based on assumed, conversion of the convertible indebtedness of General Electric Overseas Capital Corporation, a wholly-owned affiliate of General Electric, exercise of stock options and issue of shares held under deferred incentive compensation plans. Net earnings for the computation would be adjusted to eliminate appropriate interest expense and expenses related to the deferred incentive compensation shares, net of taxes. On this basis, combined pro forma shares outstanding in 1975 would have been 227,977,000 and net earnings applicable to common stock would have been $695.5 million, or $3.05 per share. (f) Utah's average common shares outstanding have been adjusted to equivalent General Electric shares by the assumed issuance of 1.3 shares of GE Common Stock for each share of Utah Common Stock. 24 CONDENSED PRO FORMA COMBINED STATEMENT OF FINANCIAL POSITION (Unaudited) The following condensed pro forma combined statement of financial position combines the statement of financial position of General Electric Company and consolidated affiliates at September 30, 1976 and the consolidated balance sheet of Utah International Inc. and subsidiaries at July 31, 1976, as adjusted for estimated assets and liabilities transferred to Lucky Mc Uranium Corporation, a Utah subsidiary, which after the effective time of the Merger will not be consolidated (see "Business of UtahUranium"). This pro forma statement of financial position should be read in conjunction with the financial statements and related notes included elsewhere in this document. ASSETS Pro Forma Adjustments Add (Deduct) Estimated General transfers re Pro Forma Electric Utah Lucky Mc Other Combined - (Amounts in millions) Cash and marketable securities............................................................. $ 1,172.5 $ 28.5 $ (5.0) $ $ 1,196.0 Current receivables................................................................................ 2,823.7 70.4 (11.4) 2,882.7 Inventories.............................................................................................. 2,220.6 114.3 (18.0) 2,316.9 Prepaid expenses....................................................................................___ 10.8 ( .2) (10.6)(b) Total current assets......................................................................... 6,216.8 224.0 (34.6) ( 10.6) 6,395.6 Investments............................................................................................ 1,012.3 104.2 88.7 (a) 1,205.2 Property, plant and equipment less accumulated depreciation, depletion and amortization...................................................................... 2,491.9 664.7 (37.4) 3,119.2 Other assets............................................................................................ 641.7 137.9 (23.1) (67.1 )(c) 689.4 Total assets..................................................................................... $10,362.7 $1,130.8 $(6.4) $(77.7) $11,409.4 LIABILITIES & EQUITY Short-term borrowings........................................................................... $ 605.6 $ 24.8 $ $ $ 630.4 Accounts payable................................................................................... 622.9 29.9 (2.5) 650.3 Progress collections and price adjustments accrued............................. 1,189.3 _ 1,189.3 Dividends payable................................................................................. 83.1 _ 83 1 Taxes accrued......................................................................................... 353.1 88.8 441.9 Other costs and expenses accrued......................................................... 1,381.0 48.6 (3.9) 1,425.7 Total current liabilities................................................................... 4,235.0 192.1 (6.4) ~ 4,420.7 Long-term borrowings........................................................................... 1,024.7 175.3 1200 0 Other liabilities....................................................................................... 664.1 13.2 (d) 677 3 Deferred credits..................................................................................... 90.9 (90.9)(d) Total liabilities................................................................................ 5,923.8 458.3 (6.4) (77.7) 6,298.0 Minority interest in equity of consolidated affiliates............................. 77.7 29.1 106.8 Preferred stock....................................................................................... Common stock....................................................................................... 471.2 63.1 39.4 (e) 573.7 Amounts received for stock in excess of par value................................ 520.2 91.5 (394)(e) 572 3 Retained earnings.................................................................................. 3,558.4 488.8 4,047.2(f) 4,549.8 643.4 - - 5 193 2 Deduct common stock held in treasury......................................... (188.6) ( 188 6) Total share owner's equity............................................................. 4,361.2 643.4 5,004.6 Total liabilities and equity............................................................. $10,362.7 $1,130.8 $(6.4) $(77.7) $11,409.4 - Notes: (a) Represents estimated net investment transferred to Lucky Mc Uranium Corporation, an unconsolidated subsidiary of Utah. (b) Reclassified to Other assets. (c) See Notes (b) and (d). (d) Deferred credits reclassified as follows: Other assets$77.7 million of deferred tax credits combined with General Electric's net deferred tax asset; and other deferred credits ($13.2 million) combined with General Electric's other liabilities. (e) Reflects a pooling of interests by the issuance of 1.3 shares of GE Common Stock for each share of Utah Common Stock outstanding. (f) Utah's long-term agreements with lending institutions contain restrictive provisions on certain payments unless Utah has adequate consolidated retained earnings (as defined). Such provisions include limitations on the payment of cash dividends and on the purchase or redemption of outstanding capital stock. Retained earnings of Utah amounting to $261.6 million were free of such restrictions at July 31, 1976. General Electric's retained earnings are not subject to any restrictive provisions. 25 |