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
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Date
of Report (Date of earliest event reported) January
19, 2007
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General
Electric Company
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(Exact
name of registrant as specified in its charter)
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New
York
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1-35
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14-0689340
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3135
Easton Turnpike, Fairfield, Connecticut
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06828-0001
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (203)
373-2211
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(Former
name or former address, if changed since last
report.)
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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)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
2.02 Results
of Operations and Financial Condition
The
following information is furnished pursuant to Item 2.02, “Results of Operations
and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”
On
January 19, 2007, General Electric Company (GE or we) issued a press release
setting forth GE’s fourth-quarter and full year 2006 earnings and a discussion
of the restatement described in Item 4.02(a) below. A copy of GE’s press release
is attached hereto as Exhibit 99 and hereby incorporated by reference.
Item
4.02(a) Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review
Restatement
and non-reliance
On
the date hereof, GE is filing an amendment to its Annual Report on Form 10-K
for
the year ended December 31, 2005, to amend and restate financial statements
and
other financial information for the years 2005, 2004 and 2003, and financial
information for the years 2002 and 2001, and for each of the quarters in
the
years 2005 and 2004. In addition, we are filing amendments to our Quarterly
Reports on Form 10-Q for each of the periods ended September 30, June 30,
and
March 31, 2006, to amend and restate financial statements for the first three
quarters of 2006. The restatement adjusts our accounting for interest rate
swap
transactions related to a portion of the commercial paper issued by General
Electric Capital Corporation (GECC) and General Electric Capital Services,
Inc.
(GECS), each wholly-owned subsidiaries of GE, from January 1, 2001, the date
we
adopted Statement of Financial Accounting Standards (SFAS) No. 133, Accounting
for Derivative Instruments and Hedging Activities,
as amended. The restatement has no effect on our cash flows or liquidity,
and
its effects on our financial position at the ends of the respective restated
periods are immaterial. We have not found that any of our hedge positions
were
inconsistent with our risk management policies or economic
objectives.
In
light of the restatement, readers should not rely on our previously filed
financial statements and other financial information for the years and for
each
of the quarters in the years 2005, 2004, 2003, 2002 and 2001, and for each
of
the first three quarters of 2006.
Background
As
previously disclosed, the Boston Office of the U.S. Securities and Exchange
Commission (SEC) is conducting a formal investigation of our application
of SFAS
133. In the course of that investigation, the SEC Enforcement staff raised
certain concerns about our accounting for the use of interest rate swaps
to fix
certain otherwise variable interest costs in a portion of our commercial
paper
program at GECC and GECS. The SEC Enforcement staff referred such concerns
to
the Office of Chief Accountant. We and our auditors determined that our
accounting for the commercial paper hedging program satisfied the requirements
of SFAS 133 and conveyed our views to the staff of the Office of Chief
Accountant. Following our discussions, however, the Office of Chief Accountant
communicated its view to us that our commercial paper hedging program as
structured did not meet the SFAS 133 specificity requirement.
After
considering the staff’s view, management recommended to the Audit Committee of
our Board of Directors that previously reported financial results be restated
to
eliminate hedge accounting for the interest rate swaps entered into as part of
our commercial paper hedging program from January 1, 2001. The Audit Committee
discussed and agreed with this recommendation. At a meeting on January 18,
2007,
the Board of Directors adopted the recommendation of the Audit Committee
and
determined that previously reported results for GE should be restated and,
therefore, that the previously filed financial statements and other financial
information referred to above should not be relied upon. The restatement
resulted from a material weakness in internal control over financial reporting,
namely, that we did not have adequately designed procedures to designate,
with
the specificity required under SFAS 133, each hedged commercial paper
transaction.
As
of January 1, 2007, we modified our commercial paper hedging program and
adopted
documentation for interest rate swaps that we believe complies with the
requirements of SFAS 133 and remediated the related internal control weakness.
The
Audit Committee of our Board of Directors has discussed the matters disclosed
in
this current report on Form 8-K with KPMG LLP, our independent registered
public
accounting firm.
The
SEC investigation into our application of SFAS 133 and hedge accounting is
continuing. We continue to cooperate fully.
Item
7.01 Regulation
FD Disclosure
The
information set forth above under Item 2.02 “Results of Operations and Financial
Condition” is also furnished pursuant to this Item 7.01 and Exhibit 99 is hereby
incorporated by reference into this Item 7.01.
Item
9.01(d) Financial
Statements and Exhibits Index
Exhibit
99 Press
release, dated January 19, 2007, issued by General Electric Company
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
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(Registrant)
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Date:
January 19, 2007
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/s/
Philip D. Ameen
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Philip
D. Ameen
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Vice
President and Comptroller
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(4)