GE 2009 Annual Report Download - page 97

GE 2009 ANNUAL REPORT 95
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SHARES OF GE PREFERRED STOCK
On October 16, 2008, we issued 30,000 shares of 10% cumulative
perpetual preferred stock (par value $1.00 per share) having an
aggregate liquidation value of $3.0 billion, and warrants to pur-
chase 134,831,460 shares of common stock (par value $0.06 per
share) for aggregate proceeds of $3.0 billion in cash. The proceeds
were allocated to the preferred shares ($2.5 billion) and the war-
rants ($0.5 billion) on a relative fair value basis and recorded in
other capital. The preferred stock is redeemable at our option
three years after issuance at a price of 110% of liquidation value
plus accrued and unpaid dividends. The warrants are exercisable
for five years at an exercise price of $22.25 per share of common
stock and are settled through physical share issuance. Upon
redemption of the preferred shares, the difference between the
redemption amount and the carrying amount of the preferred
stock will be recorded as a reduction of retained earnings and
considered a deemed dividend for purposes of computing earnings
per share.
SHARES OF GE COMMON STOCK
On September 25, 2008, we suspended our three-year, $15 billion
share repurchase program, which was initiated in December 2007.
Under this program, on a book basis, we repurchased 99.1 million
shares for a total of $3.1 billion during 2008.
On October 7, 2008, GE completed an offering of 547.8 mil-
lion shares of common stock at a price of $22.25 per share.
GE has 13.2 billion authorized shares of common stock ($0.06
par value).
Common shares issued and outstanding are summarized in
the following table.
December 31 (In thousands) 2009 2008 2007
Issued 11,693,833 11,693,829 11,145,252
In treasury (1,030,758) (1,156,932) (1,157,653)
Outstanding 10,663,075 10,536,897 9,987,599
NONCONTROLLING INTERESTS
Noncontrolling interests in equity of consolidated affiliates
includes common shares in consolidated affiliates and preferred
stock issued by affiliates of GE Capital. Preferred shares that we
are required to redeem at a specified or determinable date are
classified as liabilities. The balance is summarized as follows:
December 31 (In millions) 2009 2008
Noncontrolling interests in consolidated affiliates
NBC Universal $4,937 $ 5,091
Others (a) 2,631 3,579
Preferred stock (b)
GE Capital affiliates 277 277
Total $7,845 $8,947
(a) Included noncontrolling interests in partnerships and common shares of
consolidated affiliates.
(b) The preferred stock pays cumulative dividends at an average rate of 6.81%.
Note 16.
Other Stock-Related Information
We grant stock options, restricted stock units (RSUs) and per-
formance share units (PSUs) to employees under the 2007
Long-Term Incentive Plan. This plan replaced the 1990 Long-
Term Incentive Plan. In addition, we grant options and RSUs in
limited circumstances to consultants, advisors and independent
contractors (primarily non-employee talent at NBC Universal)
under a plan approved by our Board of Directors in 1997 (the
consultants’ plan). There are outstanding grants under one share-
owner-approved option plan for non-employee directors. Share
requirements for all plans may be met from either unissued or
treasury shares. Stock options expire 10 years from the date
they are granted and vest over service periods that range from
one to five years. RSUs give the recipients the right to receive
shares of our stock upon the vesting of their related restrictions.
Restrictions on RSUs vest in various increments and at various
dates, beginning after one year from date of grant through
grantee retirement. Although the plan permits us to issue RSUs
settleable in cash, we have only issued RSUs settleable in shares
of our stock. PSUs give recipients the right to receive shares of
our stock upon the achievement of certain performance targets.
All grants of GE options under all plans must be approved by
the Management Development and Compensation Committee,
which consists entirely of independent directors.
STOCK COMPENSATION PLANS
December 31, 2009 (Shares in thousands)
Securities to
be issued
upon exercise
Weighted
average
exercise price
Securities
available
for future
issuance
APPROVED BY SHAREOWNERS
Options 337,544 $24.40 (a)
RSUs 25,791 (b) (a)
PSUs 950 (b) (a)
NOT APPROVED BY SHAREOWNERS
(CONSULTANTS’ PLAN)
Options 619 32.49 (c)
RSUs 70 (b) (c)
Total 364,974 $24.41 312,162
(a) In 2007, the Board of Directors approved the 2007 Long-Term Incentive Plan (the
Plan). The Plan replaced the 1990 Long-Term Incentive Plan. The maximum number
of shares that may be granted under the Plan is 500 million shares, of which no
more than 250 million may be available for awards granted in any form provided
under the Plan other than options or stock appreciation rights. The approximate
105.9 million shares available for grant under the 1990 Plan were retired upon
approval of the 2007 Plan. Total shares available for future issuance under the 2007
Plan amounted to 284.0 million shares at December 31, 2009.
(b) Not applicable.
(c) Total shares available for future issuance under the consultants’ plan amount to
28.1 million shares.
Outstanding options expire on various dates through
December 10, 2019.