GENERAL ELECTRICs dividend is lower than the US industry average of 1.84%, and it is lower than the US market average of 3.4%. Neither GE nor Wabtec undertakes any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Pittsburgh, PA 15212 - USA These instructions should provide the name, address and Social Security Number for each transferee and should indicate the number of shares to be transferred. Although this figure is lower than the 5% many analysts assume for mergers, there are a couple of things to consider that suggest Wabtec is onto a good thing. The combined company, which is expected to have revenues of more than $8 billion in 2019, has approximately 27,000 employees in 50 countries. What are "street name shares" or "beneficial shares"? Transforming how industry solves its toughest challenges by bringing simplicity, speed and scale to digital transformation. Let's take a look at both sides of the story. Goldman, Sachs & Co., LLC and Jones Day are acting as financial advisors and legal counsel, respectively, to Wabtec in the transaction. The bearish case for GE stock, for the most part, focuses on the deterioration in free cash flow (FCF) and the ongoing problems in the power segment. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of Wabtec may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by GE or Wabtec, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of GE, Wabtec and SpinCo; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in achieving revenue and cost synergies of the combined company; (8) inability to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions; (13) actions by third parties, including government agencies; and (14) other risk factors as detailed from time to time in GEs and Wabtecs reports filed with the SEC, including GEs and Wabtecs annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. At Wabtec, we help our customers overcome their toughest challenges by delivering rail and industrial solutions that improve safety, efficiency and productivity. Tim WesleyTwesley [at] Wabtec [dot] comclass="spamspan" Example: Mary Smith & Barbara Smith Jt Ten, This registration allows an appropriate portion of the shares to pass to the estate of the holder upon the holder's death rather than to the surviving tenant. Please use another web browser to access this website. GE Transportation revenues and EBIT are expected to grow at double digit CAGRs from 2017A to 2019E as the cycle rebounds from trough levels. An audio webcast of the investor call can be accessed at https://engage.vevent.com/rt/kekstandcompanyao~1688628. For example, GE Transportation is expected to deliver around 300 locomotives in 2018; that compares with an average of around 670 over the last decade. So if you are a GE shareholder, you should have a keen interest in the rationale for the deal because you will be owning stock in Wabtec.`. GE Transportations innovations help customers deliver goods and services with greater speed and savings using advanced manufacturing techniques and connected machines. Specifically, GE modified the terms of its merger agreement with Wabtec Corporation ( WAB -0.23%) in order to raise more cash for the company, but it also reduced the amount of Wabtec GE. The costs associated with DSPPs may be higher or lower than the costs of using a broker. On December 2, 2015, as part of the GE Debt Assumption and as a result of the Merger, GE succeeded to GECC and assumed the obligations of GECC under all of GECC's outstanding indebtedness and other financial obligations, including: Commercial paper is short-term unsecured senior debt issued in the open market by both financial and nonfinancial companies with strong credit ratings. How can I sell my shares that are held in certificate form? Investors and security holders can also contact Wabtec at Wabtec Corporation, 1001 Air Brake Avenue, Wilmerding, PA 15148 or by calling 412-825-1543. That means a shareholder with 10,000 GE shares will walk away with only 54 shares of WAB along with a little cash. The deal was agreed upon in May 2018. When I sell or before? A custodial registration for a minor is a common form of this registration type. the transaction has no impact on the tax basis in GE shares'. Stay up to date with the latest resources for the planned spin-offs. Based on the number of shares of GE and Wabtec common stock outstanding on Dec. 31, GE shareholders are also expected to get about 0.005403 of a share of Wabtec common stock for each share of GE . There was no explanation as to why this was done. The S-4 SEC filing amended sometime like 1/25/19 seems to support that taxable change. Effective immediately, Wabtec Chairman Albert J. Neupaver has been re-appointed executive chairman of the company, while Raymond T. Betler remains Wabtecs president and CEO. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. This website no longer supports the Internet Explorer web browser. At GE, we are committed to building a more diverse workforce and a more inclusive workplace. That means a shareholder with 10,000 GE shares will walk away with only 54 shares of WAB along with a little cash. Please use another web browser to access this website. A culture of integrity, compliance, safety, and respect for human rights, while reducing our environmental footprint. GEs annual dividend yield is 0.42%. Read the latest GE financial news releases and stories. If You Do This, You Won't Have to Worry About Them, A Bull Market Is Coming: 3 Stocks to Buy Without Hesitation, Join Over Half a Million Premium Members And Get More In-Depth Stock Guidance and Research, Copyright, Trademark and Patent Information. For the fiscal year ending December 31, 2017, GE Transportation generated approximately $3.9 billion in revenue and $701 million in adjusted EBIT (approximately 18% margin). We use cookies to ensure that we give you the best experience on our website. I end up with 27 million+ shares of Wabtec which obviously isn't correct! Moreover, transportation is a highly cash-generative business for GE, and exiting it will trim FCF generation in the future. An overhaul can lower the amount of fuel the locomotives need by 10 percent, increase reliability by 40 percent and boost their ability to haul cargo by 50 percent. For the fiscal year ending December 31, 2017, Wabtec generated approximately We are seeing growth in rail traffic and recent promising orders for new and modernized locomotives from North American Class I, Shortlines and international railroads, and are confident in the compelling long-term opportunities and synergies before us.. Westinghouse Air Brake Technologies has received a consensus rating of Buy. Improve utilization and accelerate path to automation: The seamless combination of GE Transportations digital solutions and analytics systems with Wabtecs electronic systems and Positive Train Control (PTC) capabilities, is expected to improve safety, efficiency and productivity across the transportation industry and accelerate railroads path to advanced train automation. Dividend Reinvest Plans (DRIP) and Direct Stock Purchase Plans (DSPP) are plans provided on behalf of corporations to simplify investment activity. Both businesses are expected to benefit from the cyclical tailwinds they are experiencing as industry conditions improve. It is based in Wilmerding, Pennsylvania. To best address the business needs of our rail customers, we offer a variety of products and services through our Freight and Transit segments. Invest better with The Motley Fool. Some plans do require that investors own a minimum number of shares prior to participating in a plan. We connect capital to infrastructure and deliver innovative financial solutions that help make the world work better. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other documents GE, Wabtec and/or SpinCo may file with the SEC in connection with the proposed transaction. By embracing diverse teams and perspectives, we are better equipped to build a world that works. In completion of the sale of Shareowner Services on February 1, 2018, its business and operations, the transfer agent appointment has been transferred to Equiniti Trust Company (EQ). Morgan Stanley & Co. LLC and Dyal Co. LLC are acting as financial advisors, and Davis Polk & Wardwell LLP as legal advisors, to GE in the transaction. The letter of instruction must be accompanied by a Legal Transfer Form bearing the appropriate signature(s). Access important shareholder information. All told, it looks like a good deal for Wabtec. As of this writing, there have been no discussion of index changes related to this transaction. The backlog of approximately $18 billion includes about 1,800 new locomotives and approximately 1,000 to be modernized. Management has already told investors to expect earnings and, by implication, cash flow to be at the lower end of 2018 guidance -- its most recent guidance implies a $500 million cut in power segment profit, which will be hard to make up elsewhere. GE received approximately $2.9 billion in cash as well as shares of Wabtec common stock and Wabtec nonvoting convertible preferred stock that together represent an approximately 24.9 percent ownership interest in Wabtec. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Access GEs recent and historic Annual Reports and accompanying materials. Box 64854 You can also buy GE stock through brokerage firms that act as a facilitator between individual investors and GE. Why Shares in General Electric Crushed the Market in March, Why Shares in General Electric Beat the Market Today. As we previously reported, GE Transportation has a long history of innovation, stretching from the first electric locomotives to the first freight locomotive that meets the U.S. governments strictTier 4 emission standards. Historic cost basis in GE shares is unchanged and irrelevant to determining the I'm trying to record the spin-off of Wabtec from GE (using the corporate spin-off transaction) but I continue to get errors. New and overhauled GE locomotives come laden with sensors monitoring between 50 and 250 parameters, including vibrations, engine temperature, voltage and pressure. You can also access the link by going to www.wabtec.com and clicking on the Webcasts tab in the Investor section. Current Value % Return 33.32%. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Shares have done quite well, resulting in higher earnings multiples awarded to the business, with the valuation getting quite full here. Upon completion of the merger, GE shareholders are expected to collectively own approximately 24.3% of the outstanding shares of Wabtec common stock, and current Wabtec shareholders are expected . This fee structure was not changed as part of the switch to, Avoid Losing Your Shares to the State as Unclaimed Property. General Electric Co. changed the structure of the planned spinoff of its transportation division by taking a larger stake in the new company rather than giving it to shareholders. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Is it the same ($73.96) as the shares added on 2/25/19? Along with its industry-leading portfolio of products and solutions for the rail and transit industries, Wabtec is a leader in mining, marine and industrial solutions. Wabtec is a leading supplier of critical components, locomotives, services, signaling and logistics systems and services to the global rail industry. Pittsburgh, PA 15212 - USA It is headquartered in Pittsburgh, Pennsylvania. $1.1 billion of net tax benefit will accrue to the combined company. When adjusted for the net tax step-up value of $1.1 billion accruing to the combined company, the transaction value is $10 billion. The exchange ratio for the combined Spin-off/merger transaction is 0.005371, meaning participating GE shareholders will receive 0.005371 shares of Wabtec common stock for each outstanding share of GE common stock held. So far I still have 18.395 shares in my Vanguard brokerage account. You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation. (If your numbers are universal, you bought Wabtec for 73.96/sh and sold the fractional for 72.7631/sh netting a short-term loss of $1.1969/Wabtec share). GE received approximately $2.9 billion in cash as well as shares of Wabtec common stock and Wabtec nonvoting convertible preferred stock that together represent an approximately 24.9 percent ownership interest in Wabtec. A replay will also be available at the same link after the event. The signature(s) must be guaranteed by a financial institution participating in an officially recognized Medallion Signature Guarantee Program (see below). If you continue to use this site we will assume that you are happy with it. However Schwab has used Feb 25, 2019 of $76.96 (actually $76.955) calculated with the High of $80.46 + Low of $73.45 = $153.91 and divide by 2 which = $76.955 I have not spoken yet to Schwab nor to my Investment advisor. Interested parties can visit. The dividend calendar shows you for more than 1,000 dividend stocks in which month which company distributes its dividends. GE shareholders own about 24.3 percent of Wabtec on a fully diluted basis. The GE Transportation business is positioned for a significant rebound, with estimated adjusted EBITDA growing from about $750 million in 2018 to between $900 million and $1 billion in 2019. I agree the in-product help is in error for the taxable spinoff. Wabtec's existing shareholders could own 49.9% of the combined entity and contribute a $2.9 billion cash payment to GE. GE will designate for nomination three independent Board members. GE will not be filing Form 8937 because In connection with the proposed transaction between GE and Wabtec, Transportation Systems Holdings Inc., a wholly owned subsidiary of GE created for the transaction (SpinCo), will file with the SEC a registration statement on Form S-4/S-1 containing a prospectus or a registration statement on Form 10 and Wabtec will file with the SEC a registration statement on Form S-4 that will include a combined proxy statement/prospectus. Any idea how much and when it will show up? Create a leading equipment, aftermarket services, and digital solutions provider across the transportation ecosystem: From factory to final destination and every point in-between the combined company will have the capabilities to accelerate lifecycle solutions for the transportation industry and unlock significant productivity for customers by improving interoperability, efficiency, and competitiveness. Broadridge can support the sale of your shares if they are held in DRS (no certificates) as part of a Dividend Reinvest Plan (DRIP), Employee Stock Purchase Plan (ESPP) or Direct Stock Purchase Plan (DSPP). Has been since process revisions were improved, but so few taxable spinoffs come up, the language has not been a problem so far (that I have seen). GE has the right to increase the portion of the merged company owned by GE shareholders (subject to a corresponding reduction in GEs ownership). Explore a career with us. Explore a timeline of GE technologies that have spurred transformation across the world. I typically enter the cash-in-lieu transaction as a sell and consider the small capital gain as taxable. Once you notify us of your certificate loss, we will initiate the process for you and then ask that you finalize the paperwork and submit the appropriate payment for processing. Please refer to page two of the Legal Transfer Form for additional document requirements based on your stock transferring situation. Wabtec will now have 50.8%, up 0.9%. If you keep your stock with your broker in a broker account, you are a "street name" holder and are not directly registered on the company's records as maintained by the transfer agent. Information regarding the directors and executive officers of GE is contained in GEs proxy statement for its 2018 annual meeting of stockholders, filed with the SEC on March 23, 2018, its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 23, 2018, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which was filed with the SEC on May 1, 2018 and certain of its Current Reports filed on Form 8-K. Information regarding the directors and executive officers of Wabtec is contained in Wabtecs proxy statement for its 2018 annual meeting of stockholders, filed with the SEC on April 5, 2018, its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 26, 2018, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 which was filed with the SEC on May 4, 2018 and certain of its Current Reports filed on Form 8-K. Learn about governance at GE, including the latest Proxy Statement and information about the GE Board of Directors. Specifically, GE Transportation will be first distributed to GE shareholders in a "tax-free spin- or split-off; then immediately merged with Wabtec," according to the deal presentation. Image source: Getty Images. 412.825.1543, Matt Cribbins, GEmatthewg [dot] cribbins [at] ge [dot] com Together with our customers, were proving that no one is ever limited to only affordable, reliable, or sustainable energy. What is the tax basis for the WAB shares received by GE holders? Our energy expertise spans from renewable wind energy to emission-reducing natural gas, as well as physical and digital solutions to modernize the grid connecting it all. With best-in-class manufacturing facilities, unmatched digital expertise, always-on global services delivery, and unrivaled product breadth and performance, Wabtec is the rail industrys one-stop shop. DRIPs offer shareholders the convenience of reinvesting dividends, minimizing the expense and effort associated with dividend checks. The company employs approximately 9,000 employees worldwide. Phone: 412-825-1000 I wrote to GE investor relations and received the below response, hope this is helpful, 'The inclusion of the per share dividend amount in income, which is GE shareholders own about 24.3 percent of Wabtec on a fully diluted basis. Press ESC to cancel. Caution Concerning Forward-Looking Statements Microsoft is retiring and will no longer support Internet Explorer. Certificates will not be issued for shares held in a plan. Furthermore, the deal structure should accrue a net tax benefit of $1.1 billion to Wabtec. We recommend that all certificates be sent by registered mail, return receipt requested. To sell shares that are held in a plan, please refer to the FAQ section on "Stock and Dividend Plans. ", Broadridge Corporate Issuer Solutions P.O. Effective December 2, 2015, General Electric Capital Corporation (GECC) merged with and into GE (the "Merger") to assure compliance with debt covenants as GECC exits the assets planned for disposition. If the stock issuer supports these stock options, you may deposit your certificated share(s) into the DRS Book Entry form or Plan form in order to sell through Broadridge. announced that it had entered into an agreement to sell Shareowner Services to Equiniti Group plc (Equiniti Group). We connect capital to infrastructure and deliver innovative financial solutions that help make the world work better. If not, it would represent a missed opportunity to possibly bring in some more much-needed cash. Accomplished leaders building GEs legacy. GE announced today that it has completed the spinoff and merger of its Transportation business with Wabtec Corporation. (RTTNews) - General Electric Co. (GE) on Monday announced the completion of the spin-off and subsequent merger of its transportation business with Wabtec Corp. How should shares for transfer be mailed to Broadridge? Is Renewable Energy the Key to General Electric's Future? The companys average rating score is 2.71, and is based on 5 buy ratings, 2 hold ratings, and no sell ratings. Wabtec does not undertake any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. You should get the shares on the distribution date, February 25th. Will wait to see if it stays that way or if it changes again. Ultimately, GE agreed to unwind its ownership in the combined company (subject to certain limitations) over the next three years, but not in the 30 days immediately post close. Signature Guarantee Programs have been developed and eligible financial institutions which subscribe to such programs are issued "Medallion Guarantee Stamps". What is the per share cost basis for the partial share? In some cases additional documents will be required to complete the transfer. At GE, we rise to the challenge of building a world that works. Confirm that Broadridge is the transfer agent - our name will usually appear on the certificate. On 2/25/19 GE spun off its transportation business to Wabtec, producing .005371 share of Wabtec for each share of GE. Aside from the tax benefit, the merged company is expected to generate $250 million in run-rate synergies by the fourth year after the deal, or around 3.2% of the combined 2017 revenue of GE Transportation and Wabtec. Let's start by breaking out who will own what after the merger. A notary stamp is not acceptable when transferring the ownership of stock. Note that all shares held in a plan will be in DRS (book-entry) form. I did review the discussion but it didn't help! Thanks for the information. lucrative business of locomotive upgrades. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words may, will, should, potential, intend, expect, endeavor, seek, anticipate, estimate, overestimate, underestimate, believe, could, project, predict, continue, target or other similar words or expressions. The strongest trend for WAB is in Quality, which has been heading up over the past 179 days. When will I have to pay taxes on the stocks. In a sense, GE is covering its 2018 dividend by borrowing money and relying on asset sales. Following the completion of the transaction, Wabtecs corporate headquarters will remain in Wilmerding, Pa. Wabtecs Freight Segment will be headquartered in Chicago, and Wabtecs Transit Segment headquarters will remain in Paris. Confirm that Broadridge is the transfer agent - our namewill usually appear on your account statement. Wabtec and GE Transportation to Merge, Creating Global Leader for Rail Equipment, Services and Software (PDF). I am totally confused. Our teams have made significant progress in integration planning, and this process has only strengthened our confidence in the value creation potential of the combination. *Average returns of all recommendations since inception. Hope this helps. GE Transportation is positioned for a substantial rebound, with estimated adjusted EBITDA growing from about $750 million in 2018 to between $900 million and $1 billion in 2019. GE also received approximately $2.9 billion in cash at closing. Raymond T. Betler, Wabtecs president and CEO, said: We are very excited to complete the merger of our two companies. All Rights Reserved. You're right, I reversed the figures and corrected my original post. The exchange ratio for the combined Spin-off/merger transaction is 0.005371, meaning participating GE shareholders will receive 0.005371 shares of Wabtec common stock for each outstanding share of GE common stock held. The transaction is valued at approximately $11.1 billion.When adjusted for the net tax benefit of $1.1 billion accruing to the combined company, the transaction value is $10 billion. At GE, we are committed to building a more diverse workforce and a more inclusive workplace. Wabtec has also been notified that it will now be included in the S&P 500 Index. It's too early to tell right now, but what's undeniable is that the GE-Wabtec deal marks progress on GE management's strategic aims, and that can't be seen as anything but a plus. Access important shareholder information. I failed. Learn More. According to the current price, Wabtec is 90.56% away from the 52-week high. As a result of an internal reorganization undertaken by General Electric Company, interest payments made after November 25, 2018 will be treated as U.S.-source interest for U.S. federal income tax purposes. Patrick, I am not a tax expert and you should certainly ask one. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Answers to popular and relevant inquiries. Sell any fractional share for whatever cash-in-lieu amount received. According to the earlier terms, General Electric's shareholders were to get 40.2% with 9.9% going to GE. The Motley Fool owns shares of and recommends Westinghouse Air Brake Technologies. Offering a suite of products to help unlock the full potential of additive manufacturing. Read the latest GE financial news releases and stories. The company merged with GE Transportation on February 25, 2019. Following the completion of the transaction, Stphane Rambaud-Measson will become president and CEO of Wabtecs Transit Segment; and Rafael Santana, president and CEO of GE Transportation, will become president and CEO of Wabtecs Freight Segment. CONFERENCE CALL INFORMATION Return calculations do not include reinvested cash dividends. Wabtec Media Contact GE encourages investors to visit these websites from time to time, as information is updated and new information is posted. In the transaction, GE received about $2.9 billion in cash as well as shares of Wabtec common stock and Wabtec non-voting convertible preferred stock that, together, represent an approximately 24.9% ownership interest in Wabtec.