GE 8-K
General Electric Co (GE)
8-K
2020-04-09
For: 2020-04-09
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April 02, 2026
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
Date of Report (Date of earliest event reported) April 9, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||
(Address of principal executive offices) | (Zip Code) | ||||||
(Registrant’s telephone number, including area code) (617 ) 443-3000
_______________________________________________
(Former name or former address, if changed since last report.)
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||
Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. | ☐ | |
Item 2.02. Results of Operations and Financial Condition.
On April 9, 2020, General Electric Company (“GE”) issued a press release regarding its expected first quarter financial performance and previously issued investor guidance. A copy of that press release is attached as Exhibit 99 and incorporated by reference herein.
The information provided pursuant to this Item 2.02, including Exhibit 99, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
104. The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
Forward-Looking Statements
Our public communications and SEC filings may contain statements related to future, not past, events. These forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "preliminary," or "range." Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential impacts of the COVID-19 pandemic on our business operations, financial results and financial position and on the world economy; our expected financial performance, including cash flows, revenues, organic growth, margins, earnings and earnings per share; macroeconomic and market conditions and volatility; planned and potential business or asset dispositions; our de-leveraging plans, including leverage ratios and targets, the timing and nature of actions to reduce indebtedness and our credit ratings and outlooks; GE’s and GE Capital’s funding and liquidity; our businesses’ cost structures and plans to reduce costs; restructuring, goodwill impairment or other financial charges; or tax rates.
For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:
• | the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations and personnel, and on commercial activity and demand across our and our customers’ businesses, and on global supply chains; |
• | changes in macroeconomic and market conditions and market volatility (including developments and volatility arising from the COVID-19 pandemic), including interest rates, the value of equities and other financial assets (including our equity ownership position in Baker Hughes), oil and other commodity prices and exchange rates, and the impact of such changes and volatility on our financial position; |
• | our de-leveraging and capital allocation plans, including with respect to actions to reduce our indebtedness, the timing and amount of GE dividends, organic investments, and other priorities; |
• | further downgrades of our current short- and long-term credit ratings or ratings outlooks, or changes in rating application or methodology, and the related impact on our liquidity, funding profile, costs and competitive position; |
• | GE’s liquidity and the amount and timing of our GE Industrial cash flows and earnings, which may be impacted by customer, competitive, contractual and other dynamics and conditions; |
• | GE Capital's capital and liquidity needs, including in connection with GE Capital’s run-off insurance operations and discontinued operations, the amount and timing of required capital contributions to the insurance operations and strategic actions that we may pursue; the impact of conditions in the financial and credit markets on GE Capital's ability to sell financial assets; the availability and cost of funding; and GE Capital's exposure to particular counterparties and markets; |
• | our success in executing and completing asset dispositions or other transactions, including our plan to exit our equity ownership position in Baker Hughes, the timing of closing for such transactions and the expected proceeds and benefits to GE; |
• | global economic trends, competition and geopolitical risks, including changes in the rates of investment or economic growth in key markets we serve, or an escalation of trade tensions such as those between the U.S. and China; |
• | market developments or customer actions that may affect levels of demand and the financial performance of the major industries and customers we serve, such as secular, cyclical and competitive pressures in our Power business, pricing and other pressures in the renewable energy market, levels of demand for air travel and other customer dynamics such as early |
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aircraft retirements, conditions in key geographic markets and other shifts in the competitive landscape for our products and services;
• | operational execution by our businesses, including our ability to improve the operations and execution of our Power and Renewable Energy businesses, and the performance of our Aviation business; |
• | changes in law, regulation or policy that may affect our businesses, such as trade policy and tariffs, regulation related to climate change, and the effects of U.S. tax reform and other tax law changes; |
• | our decisions about investments in new products, services and platforms, and our ability to launch new products in a cost-effective manner; |
• | our ability to increase margins through implementation of operational changes, restructuring and other cost reduction measures; |
• | the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of Alstom, SEC and other investigative and legal proceedings; |
• | the impact of actual or potential failures of our products or third-party products with which our products are integrated, such as the fleet grounding of the Boeing 737 MAX and the timing of its return to service and return to delivery, and related reputational effects; |
• | the impact of potential information technology, cybersecurity or data security breaches; and |
• | the other factors that are described in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated in our Quarterly Reports on Form 10-Q. |
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.
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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.
General Electric Company | |||
(Registrant) | |||
Date: April 9, 2020 | /s/ Christoph A. Pereira | ||
Christoph A. Pereira Vice President, Chief Risk Officer and Chief Corporate Counsel | |||
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GE PROVIDES UPDATES ON GUIDANCE AND FIRST QUARTER
• | GE withdraws financial guidance due to uncertainty associated with COVID-19 |
• | Preliminary view of first-quarter results indicates adjusted EPS* materially below prior guidance of about $0.10; Industrial free cash flow* near the prior guidance of negative $2 billion |
BOSTON - April 9, 2020 - GE (NYSE:GE) today provided an update on its financial guidance and first-quarter performance.
Given the evolving nature of the COVID-19 pandemic, at this time, GE cannot forecast with reasonable accuracy the full duration, magnitude, and pace of recovery across our end markets, operations, and supply chains. Therefore, the Company believes it is prudent to withdraw guidance for 2020.
For the first quarter ended March 31, 2020, GE preliminarily expects adjusted EPS* to be materially below its prior guidance of about $0.10, which the Company had shared on March 4, 2020. GE preliminarily expects Industrial free cash flow* to be near the prior guidance of about negative $2 billion. Total company adjusted EPS* deteriorated to a greater extent than Industrial free cash flow* primarily due to non-cash and timing items in Aviation, Renewable Energy, and GE Capital.
GE Chairman and CEO H. Lawrence Culp, Jr., said, “We are taking swift actions across the company to position GE to come out stronger on the other side of the COVID-19 crisis. With net proceeds of about $20 billion from the BioPharma transaction now in hand, we have more flexibility to de-risk and further strengthen our balance sheet. We are committed to bringing down our leverage over time as we navigate this period of uncertainty and position ourselves for the future.”
GE remains focused on the safety of its employees, serving customers in their time of need, and preserving the Company’s strength. Each of GE’s businesses and Corporate are taking cost and cash actions to manage risk and proactively mitigate the financial impacts from COVID-19.
Culp continued, “The entire GE team is proudly supporting those on the front lines across the globe, helping clinicians, communities, and the broader healthcare ecosystem combat COVID-19 while continuing to support and deliver critical infrastructure across our businesses. We will continue to rise to the challenge of helping our customers adapt through this time of uncertainty as well as the eventual recovery.”
GE plans to hold its first-quarter earnings call on Wednesday, April 29, 2020, at 8:00AM ET, where it will share additional details.
For more on the Company’s efforts and contributions in the fight against COVID-19, visit GE Reports here.
Caution Concerning Forward-Looking Statements
This document contains forward-looking statements - that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, see https://www.ge.com/investor-relations/important-forward-looking-statement-information, as well as our annual report on Form 10-K. We do not undertake to update our forward-looking statements.
Non-GAAP Financial Measures
We sometimes use information derived from consolidated financial data but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. We do not address forward-looking GAAP financial measures in this document or provide a reconciliation to
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such measures because it is not practicable at the time of this document to determine or estimate each of the items that we exclude to calculate the comparable non-GAAP financial measure, which items and amounts could be material. Our non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures can be found on pages 43-49 of the Management’s Discussion and Analysis within our Form 10-K and in GE’s 2020 outlook materials posted to ge.com/investor, and will be updated in our upcoming earnings release and 10-Q for the first quarter, as applicable.
About GE
GE (NYSE:GE) rises to the challenge of building a world that works. For more than 125 years, GE has invented the future of industry, and today the company’s dedicated team, leading technology, and global reach and capabilities help the world work more efficiently, reliably, and safely. GE’s people are diverse and dedicated, operating with the highest level of integrity and focus to fulfill GE’s mission and deliver for its customers. www.ge.com
GE’s Investor Relations website at www.ge.com/investor and our corporate blog at www.ge.com/reports and @GE_Reports on Twitter, as well as GE’s Facebook page and Twitter accounts, contain a significant amount of information about GE, including financial and other information for investors. GE encourages investors to visit these websites from time to time, as information is updated and new information is posted.
GE Investor Contact
Steve Winoker, 617.443.3400
GE Media Contact
Mary Kate Mullaney, 202.304.6514
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