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GENERAL ELECTRIC CO 8-K Report, Material Agreement (Nov 25, 2005)

Filed November 25, 2005For Securities:GE

Summary

This 8-K filing from General Electric (GE) on November 25, 2005, announces a significant divestiture of its property and casualty business within GE Insurance Solutions Corporation to Swiss Reinsurance Company (Swiss Re). The transaction, expected to close in Q2 2006, involves the sale of GE's reinsurance and primary commercial insurance subsidiaries, excluding its life and health reinsurance business in the U.S. The consideration includes approximately $3.7 billion in cash and notes, and $3.1 billion in newly issued Swiss Re common stock. GE anticipates recording a substantial after-tax loss of around $3 billion in the fourth quarter of 2005 related to this disposition, primarily due to goodwill write-offs. Furthermore, GE intends to reduce its ownership in Genworth Financial to less than 20% in Q4 2005. Consequently, both GE Insurance Solutions and Genworth will be reported as discontinued operations. This strategic move signals GE's ongoing efforts to streamline its portfolio and focus on core industrial businesses.

Key Highlights

  • 1GE to sell its property and casualty insurance business (GE Insurance Solutions) to Swiss Re for approximately $6.8 billion in cash, notes, and Swiss Re stock.
  • 2Transaction includes the sale of reinsurance and primary commercial insurance subsidiaries, excluding U.S. life and health reinsurance.
  • 3GE expects to record a pre-tax loss of approximately $3 billion in Q4 2005 related to the sale, including goodwill write-offs.
  • 4GE plans to reduce its stake in Genworth Financial to below 20% in Q4 2005.
  • 5Both GE Insurance Solutions and Genworth will be classified as discontinued operations.
  • 6The deal is expected to close in the second quarter of 2006, subject to regulatory approvals and Swiss Re shareholder approval.
  • 7GE will receive restrictions on writing certain insurance products and offering risk management services for three years post-closing.

Frequently Asked Questions

This filing announces General Electric's definitive agreement to sell its property and casualty insurance business, GE Insurance Solutions, to Swiss Re. It also details the expected financial impact of this sale and the reclassification of certain businesses as discontinued operations.

GE expects to record an after-tax loss of approximately $3 billion in the fourth quarter of 2005. This charge includes the loss on sale and the write-off of goodwill, but it is not expected to result in any future cash expenditures.

GE plans to reduce its ownership of Genworth Financial to less than 20% in the fourth quarter of 2005. Following this reduction, both GE Insurance Solutions and Genworth will be reported as discontinued operations, meaning their historical financial results will be segregated from GE's ongoing core business operations in financial reporting.

The transaction is anticipated to close in the second quarter of 2006. Key conditions include the completion of regulatory procedures, receipt of necessary U.S. and non-U.S. regulatory approvals, and approval from Swiss Re shareholders for a capital increase related to their financing of the purchase. A Shareholding Agreement will also restrict GE's ability to sell its received Swiss Re stock for 360 days post-closing.