GE 2012 Annual Report Download - page 115

GE 2012 ANNUAL REPORT 113
notes to consolidated financial statements
NONCONTROLLING INTERESTS
Noncontrolling interests in equity of consolidated affiliates
includes common shares in consolidated affiliates and preferred
stock issued by GECC. Preferred shares that we are required to
redeem at a specified or determinable date are classified as liabili-
ties. The balance is summarized as follows:
December 31 (In millions) 2012 2011
GECC preferred stock $3,960 $ —
Other noncontrolling interests in
consolidated affiliates (a) 1,484 1,696
Total $5,444 $1,696
(a) Consisted of a number of individually insignificant noncontrolling interests in
partnerships and consolidated affiliates.
Changes to noncontrolling interests are as follows.
Years ended December 31
(In millions) 2012 2011 2010
Beginning balance $1,696 $5,262 $7,845
Net earnings 223 292 535
GECC issuance of preferred stock 3,960 ——
Repurchase of NBCU shares (a) —(3,070) (1,878)
Dispositions (b) —(609) (979)
Dividends (42) (34) (317)
Other (c) (393) (145) 56
Ending balance $5,444 $1,696 $5,262
(a) In January 2011 and prior to the transaction with Comcast, we acquired 12.3% of
NBCU’s outstanding shares from Vivendi for $3,673 million and made an
additional payment of $222 million related to previously purchased shares. Of
these amounts, $3,070 million reflects a reduction in carrying value of
noncontrolling interests. The remaining amount of $825 million represents the
amount paid in excess of our carrying value, which was recorded as an increase
in our basis in NBCU.
(b) Includes noncontrolling interests related to the sale of GE SeaCo of $311 million
and the redemption of Heller Financial preferred stock of $275 million in 2011,
as well as the deconsolidation of Regency Energy Partners L.P. (Regency) of
$979 million in 2010.
(c) Primarily eliminations.
During 2012, GECC issued 40,000 shares of non-cumulative
perpetual preferred stock with a $0.01 par value for proceeds
of $3,960 million. Of these shares, 22,500 bear an initial fixed
interest rate of 7.125% through June 12, 2022, bear a floating
rate equal to three-month LIBOR plus 5.296% thereafter and
are callable on June 15, 2022 and 17,500 shares bear an initial
fixed interest rate of 6.25% through December 15, 2022, bear a
floating rate equal to three-month LIBOR plus 4.704% thereafter
and are callable on December 15, 2022. Dividends on the GECC
preferred stock are payable semi-annually, with the first payment
made in December 2012. GECC preferred stock is presented as
noncontrolling interests in the GE Consolidated Statement of
Financial Position.
During 2012, GECC paid dividends of $1,926 million and special
dividends of $4,500 million to GE. No dividends were paid during
2011 or 2010.
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 contrac-
tors under a plan approved by our Board of Directors in 1997 (the
Consultants’ Plan). 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 recipi-
ents 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, 2012 (Shares in thousands)
Securities
to be
issued
upon
exercise
Weighted
average
exercise
price
Securities
available
for future
issuance
APPROVED BY SHAREOWNERS
Options 467,503 $19.27 (a)
RSUs 14,741 (b) (a)
PSUs 550 (b) (a)
NOT APPROVED BY SHAREOWNERS
(CONSULTANTS’ PLAN)
Options 334 25.38 (c)
RSUs 137 (b) (c)
Total 483,265 $19.27 459,339
(a) In 2007, the Board of Directors approved the 2007 Long-Term Incentive Plan (the
Plan), which replaced the 1990 Long-Term Incentive Plan. During 2012, an
amendment was approved to increase the number of shares authorized for
issuance under the Plan from 500 million shares to 925 million shares. No more
than 230 million of the total number of authorized shares may be available for
awards granted in any form provided under the Plan other than options or stock
appreciation rights. Total shares available for future issuance under the Plan
amounted to 431.1 million shares at December 31, 2012.
(b) Not applicable.
(c) Total shares available for future issuance under the Consultants’ Plan amount to
28.2 million shares.
Outstanding options expire on various dates through
December 13, 2022.