UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 13, 2016
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GENERAL MOTORS COMPANY
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE (State or other jurisdiction of incorporation) | 001-34960 (Commission File Number) | 27-0756180 (I.R.S. Employer Identification No.) | |
300 Renaissance Center, Detroit, Michigan (Address of Principal Executive Offices) | 48265-3000 (Zip Code) | ||
(313) 556-5000
(Registrant's telephone number, including area code)
Not Applicable
(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:
¨ | 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)) | |
ITEM 7.01 Regulation FD Disclosure
On January 13, 2016 a number of General Motors Company (GM) executives presented at a conference hosted by Deutsche Bank and provided an update on GM's 2015 performance and accomplishments and 2016 outlook. In connection with the presentations GM also issued a press release. The press release and presentations related thereto are attached as Exhibits 99.1 and 99.2.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
ITEM 8.01 Other Events
On January 13, 2016 GM announced that its Board of Directors authorized an increase to its existing $5.0 billion stock repurchase program to purchase up to an additional $4.0 billion of GM shares through the end of 2017. The Board of Directors also authorized an increase in the quarterly common stock dividend to $0.38 per share beginning in the first quarter of 2016.
ITEM 9.01 Financial Statements and Exhibits
EXHIBIT
Exhibit | Description | Method of Filing |
Exhibit 99.1 | Press Release Dated January 13, 2016 | Attached as Exhibit |
Exhibit 99.2 | Presentations Dated January 13, 2016 | Attached as Exhibit |
SIGNATURE
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 MOTORS COMPANY (Registrant) | ||
/s/ THOMAS S. TIMKO | ||
Date: January 13, 2016 | By: | Thomas S. Timko Vice President, Controller and Chief Accounting Officer |
Exhibit 99.1
For Release: Wednesday, Jan. 13, 2016, 8 a.m. EST
GM Increases Earnings Outlook for 2016; Announces Increased Returns to Shareholders
• | 2016 EPS-adjusted outlook increased to between $5.25 and $5.75 |
• | Share repurchase program now totals up to $9.0 billion |
• | Six percent increase in quarterly dividend to $0.38 per share |
DETROIT - General Motors Co. (NYSE: GM) today announced an increase to its 2016 earnings per share adjusted outlook to between $5.25 and $5.75, up from the prior outlook of $5.00 to $5.50 provided on Oct. 1, 2015. The company also expects improved EBIT-adjusted, EBIT-adjusted margin and automotive adjusted free cash flow.
Based on this outlook, the GM Board of Directors authorized an increase to the company’s existing common stock repurchase program, bringing the total to $9 billion - an increase of $4 billion - while extending the program through 2017. The Board also authorized an increase in the regular quarterly common stock dividend of 6 percent, to $0.38 per share, beginning in the first quarter of 2016.
Chairman and CEO Mary Barra, President Dan Ammann, and Executive Vice President and CFO Chuck Stevens shared this outlook with the investment community attending the Deutsche Bank 2016 Global Auto Industry Conference in Detroit.
“We made significant progress executing our strategic plan and the results are being demonstrated through our improved earnings,” Barra said. “Moving forward, we will continue to keep the customer at the center of everything we do. We are making the right investments and taking the actions necessary to lead in the transformation of personal mobility, and positioning the company to continue to drive shareholder value.”
The company’s 2016 outlook is based on a strong product launch cadence, growth in adjacent businesses, continued emphasis on driving core efficiencies across the enterprise, and expected modest global industry growth.
The company said continued execution of its plan should keep GM on track to achieve 9- to 10-percent EBIT-adjusted margin by early next decade. The strategic plan calls for sustained growth in the company’s core business and includes several major initiatives:
• | Lead in product and technology. |
• | Growing the Chevrolet and Cadillac brands globally. |
• | Continue driving growth in China. |
• | Continue growing GM Financial. |
• | Delivering core operating efficiencies. |
Among key accomplishments for 2015, the company noted the following:
• | On-track to deliver double-digit growth in EBIT-adjusted and EPS-adjusted in calendar year 2015. |
• | Achieved its targeted 10-percent EBIT-adjusted margin in North America - one year ahead of plan. |
• | Since announcing the initial share repurchase program in March 2015, the company repurchased 70 percent of the authorized program through the end of 2015, or $3.5 billion. |
• | All-new Chevrolet Camaro and Colorado earned Motor Trend car and truck of the year awards. |
• | GM Financial continued to grow as GM’s captive finance unit by tripling its penetration of GM’s U.S. retail sales to approximately 30 percent in calendar year 2015, up from 10 percent in calendar year 2014. |
• | Increased Opel/Vauxhall market share for the third straight year in Europe. |
• | Launched key car-sharing program in the U.S. with “Let’s Drive NYC” and in Europe with Opel’s “CarUnity”, and announced an autonomous car-sharing program on the Warren Technical Center campus with Chevrolet Volts. |
• | On Jan. 4, 2016, announced a long-term strategic alliance with Lyft. |
GM also outlined several actions designed to improve the company’s capital efficiency, resulting in a significant reduction in longer-term capital expenditures. GM continues to expect capital expenditures of 5- to 5.5-percent of revenues in the near-term.
“Our commitment to improve our performance in 2016 will build on our strong operating results of the past two years, and support improved shareholder returns,” Stevens said.
General Motors Co. (NYSE:GM, TSX: GMM) and its partners produce vehicles in 30 countries, and the company has leadership positions in the world's largest and fastest-growing automotive markets. GM, its subsidiaries and joint venture entities sell vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang, Opel, Vauxhall and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety, security and information services, can be found at http://www.gm.com.
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CONTACT:
Tom Henderson
GM Finance Communications
313-410-2704
tom.e.henderson@gm.com
Forward-Looking Statements
In this press release, the presentations referenced herein, and in related comments by management, our use of the words “plans,” “anticipated,” “goals,” “expect,” “anticipate,” “possible,” “target,” “believe,” “commit,” “intend” “continue,” “may,” “would,” “could,” “should,” “project,” “appears,” “potential,” “projected,” “on track,” “upside,” “positioned,” “outlook” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation of product recalls; our ability to maintain adequate financing sources, including as required to fund our planned significant investment in new technology; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; overall strength and stability of our markets, particularly outside of North America and China; costs and risks associated with litigation and government investigations including those related to our various recalls and risks, consequences and costs associated with failure to comply with the deferred prosecution agreement; our ability to remain competitive and our ability to continue to attract new customers, particularly for our new products. GM’s most recent reports on Form 10-K and Form 10-Q provide information about these and other factors, which we may revise or supplement in future reports to the Securities and Exchange Commission.
MARY BARRA Chairman & CEO DEUTSCHE BANK GLOBAL AUTO INDUSTRY CONFERENCE
GM WILL DELIVER another strong year of operating performance in 2015 – ON TRACK with full-year 2015 guidance 1
WE ARE REDEFINING THE FUTURE OF PERSONAL MOBILITY 2 GAME CHANGERS CORE BUSINESS AND GROWTH FOUNDATION
GM IS A COMPELLING INVESTMENT OPPORTUNITY We are REDEFINING the future of PERSONAL MOBILITY From “Best Efforts” to “ACCOUNTABLE FOR RESULTS” Building a TRACK RECORD of DELIVERING on COMMITMENTS 3
DAN AMMANN President DEUTSCHE BANK GLOBAL AUTO INDUSTRY CONFERENCE
MACRO TAILWIND DIMINISHING 0% 2% 4% 6% 8% 10% 12% 14% 60 65 70 75 80 85 90 95 2009 2010 2011 2012 2013 2014 2015 2016 Units ( M ) G rowth R a te % Tr e n d Growth Rate TrendIndustry Source: Industry Units based on IHS Estimates as of 4Q 2015 5
6 DISRUPTION EVERYWHERE
FOCUSED ON RESOURCE ALLOCATION 7 Macro Deceleration Disruption Intense Focus on Resource Allocation
BOLD DECISIONS TO IMPROVE ROIC Chevy Europe Opel Capacity Russia Australia Thailand Indonesia Brazil South Africa 8
TRADED VOLUME FOR SUSTAINABILITY 9 ~11.2% ~27% ~7% Re v enue ($B ) 2013 Revenue Net FX Translation Market Exits Industry Growth Price & Mix Adjacencies 2015 Revenue $155 ~Flat Market Share 11.5% ROIC 20% EBIT-Adj. 5.5% Margin Note: 2015 Revenue and EBIT-Adj. Margin based on analyst consensus ROIC and Market Share based on company outlook
DRIVING CAPITAL EFFICIENCY 1 0 Global Common Vehicles Fewer Plants Higher Volume Long Lifecycle Platforms Higher Utilizations More Flexibility Lower Cost Tooling Reduced Powertrain Capacity Operational Excellence
CAPITAL EFFICIENCY STRATEGY 1 1 A n n u al C a pe x Spend ($B ) 12 10 8 6 4 2 Longer Term Significant Reduction Near Term ~5-5.5% of Auto Revenue (~$9B 2016 Estimate) 2013 2016 2019
PORTFOLIO OF GROWTH OPPORTUNITIES 1 2 % Profit Grow th Emerging Markets Mature Markets OnStar China Luxury GM Financial Aftersales Full-Size Trucks Urban Mobility/ Autonomous
EVOLUTION OF CAR-BASED URBAN MOBILITY PAST CURRENT FUTURE Taxi Owner/Driver Taxi Car Share “Drive Yourself” Owner/Driver Rideshare “Be Driven” Autonomous On-Demand Network Owner/Driver 1 3
OUR STRATEGIC PARTNERSHIP WITH LYFT 1 4 Data Vehicle AccessAutonomous Co-Marketing
1 5 1 5
GM IS A COMPELLING INVESTMENT OPPORTUNITY Strict focus on resource allocation and capital efficiency Significant profit growth opportunities in adjacencies Disruption is real and is a PROFIT OPPORTUNITY for GM 1 6
CHUCK STEVENS Executive Vice President & Chief Financial Officer DEUTSCHE BANK GLOBAL AUTO INDUSTRY CONFERENCE
GM DELIVERING COMMITMENTS 1 8 2014 TARGETS Strong core operating performance ON TRACK 2015 TARGETS Double-digit EBIT- Adj. & EBIT-Adj. margin growth Double-digit EPS- Adj. growth NA EBIT-Adj. margin ~10% 2016 TARGETS Sustain strong margins in NA and China Europe breakeven ON TRACK ON TRACK
KEY DRIVERS – 2016 TARGETS 1 9 Important product launches Cost efficiencies Tailwinds Growth in adjacencies Challenging macroeconomic environment in South America Pricing pressure in Europe and China Headwinds
$8.6 $9.3** >$10 2013 2014 2015 Consensus 2016 Outlook 2 0 $6.5 Memo: EBIT-Adj. Margins 6.0%** ~7% 5.5% * Reconciliation of EBIT-Adjusted on slide S1 ** Represents Core Operating Performance – excluding recalls >20% EBIT-Adjusted Growth 2013-2015 CONTINUED EBIT-ADJ. GROWTH AND MARGIN EXPANSION… GM Consolidated EBIT-Adjusted* $ Billions
AND CONTINUED EPS-ADJ. GROWTH 2 1 *2014 Represents Core Operating Performance – excluding recalls **Reconciliation of EPS-Adj. on slide S2 Note: Consensus EPS-Adj. calculated using average of Sell Side analysts covering GM as of Jan 11, 2016 EPS-Adj. Growth $4.12* $3.05 EPS-Adj. $4.80 2013 2014 2015 Consensus 2016 Outlook $5.25-$5.75 EPS-Adj.** $3.18 PROFIT GROWTH SHARE BUYBACKS + = >50% EPS-Adjusted Growth 2013-2015
FREE CASH FLOW GROWTH GREATER THAN EARNINGS GROWTH 2 2 2010-2015 Average 2016-2018 Potential Adj. Auto FCF* $ Billions ~$23B Over Last 6 yrs. ~50% of Market Capitalization ~$4 ~$6-$7 Increased EBIT and cycling past unusual calls on cash provides significant opportunity for FCF growth and increased shareholder returns *Reconciliation of Adjusted Automotive Free Cash Flow on slide S3
DISCIPLINED CAPITAL ALLOCATION FRAMEWORK Transparent and disciplined capital allocation framework driving shareholder value Reinvest in Business to Drive Growth and 20+% ROIC Maintain $20B Target Cash Returned ~$6B to shareholders in 2015 All Available Free Cash Flow to Shareholders 2 3
CAPITAL ALLOCATION FRAMEWORK PROOF POINTS Strong financial results Increasing earnings and margin; ROIC ~27% Focused discipline on capital efficiency Returned ~$6B to shareholders in 2015, including $3.5B in share repurchases Initially upsizing share repurchase program to $9B thru 2017 Increasing dividend 6% 2 4 ~$23B expected to be returned to shareholders from 2012-2017, approximately 90% of our FCF
WE REMAIN FOCUSED ON “DOWNSIDE PROTECTION” WE ARE A MUCH DIFFERENT COMPANY TODAY 2007* Today** Total Automotive Debt ($B) $39 $9 Net U.S. Pension + Global OPEB ($B) $49 $18 U.S. Breakeven (SAAR Units) ~16M ~10-11M Investment grade rating demonstrates improved position *Refers to General Motors Corporation as of 12/31/2007 **As of 9/30/2015, except for Pension and OPEB which is as of 12/31/2014 Note: 2007 U.S. pension plan fully funded; 2014 U.S. pension plan underfunded $11B 2 5
GM IS A COMPELLING INVESTMENT OPPORTUNITY 2 6 Continued EPS growth trajectory expected Earnings Growth Disciplined Capital Allocation Robust Downside Protection Disciplined reinvestment and returning cash to shareholders Enables sustained performance through the cycle
SELECT SUPPLEMENTAL FINANCIAL INFORMATION
FORWARD LOOKING STATEMENTS In this presentation and in related comments by our management, our use of the words “plans,” “goals,” “expect,” “anticipate,” “possible,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “appears,” “potential,” “projected,” “on track,” “upside,” “positioned,” “outlook” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation of product recalls; our ability to maintain adequate financing sources, including as required to fund our planned significant investment in new technology; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; overall strength and stability of our markets, particularly outside of North America and China; costs and risks associated with litigation and government investigations including those related to our various recalls and risks, consequences and costs associated with failure to comply with the deferred prosecution agreement; our ability to remain competitive and our ability to continue to attract new customers, particularly for our new products. General Motors Co. ("GM”)’s most recent reports on Form 10-K and Form 10-Q provide information about these and other factors, which we may revise or supplement in future reports to the Securities and Exchange Commission (the "SEC'').
Management uses earnings before interest and taxes (EBIT)-Adjusted, EBIT-Adjusted margins, return on invested capital (ROIC), and Automotive adjusted free cash flow in its financial and operational decision making processes, for internal reporting and as part of its forecasting and budgeting processes as they provide additional transparency of our core operations. EBIT- Adjusted, ROIC, and Automotive adjusted free cash flow allow management to view operating trends, perform analytical comparisons and benchmark performance amongst other companies in our industry. In addition, ROIC allows management to assess how effectively we are deploying our assets. We use EBIT-Adjusted for our automotive segments. EBIT-Adjusted excludes interest income, interest expense and income taxes and includes certain additional special adjustments. We use income before income taxes-adjusted for GM Financial because we believe interest income and interest expense are part of operating results. EBIT-Adjusted margins are calculated as EBIT-Adjusted divided by net sales and revenue. We define ROIC as EBIT-Adjusted for the trailing four quarters divided by average net assets during that period, which is considered to be average equity balances adjusted for certain assets and liabilities during the same period. We use adjusted free cash flow to review the liquidity of our automotive operations. GM measures adjusted free cash flow as cash flow from operations less capital expenditures adjusted for management actions, primarily related to strengthening our balance sheet, such as accrued interest on prepayments of debt and voluntary contributions to employee benefit plans. Our calculation of EBIT-Adjusted, ROIC, and Automotive adjusted free cash flow are considered non-GAAP financial measures because we calculate them using financial measures that have been adjusted from the most directly comparable U.S. GAAP financial measure. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result the use of our non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures. NON-GAAP MEASURES
RECONCILIATION OF EBIT-ADJUSTED S 1 Years Ended $ (B) 2014 2013 2012 Operating Segments GM North America (GMNA) 6.6 7.5 6.5 GM Europe (GME) (1.4) (0.9) (1.9) GM International Operations (GMIO) 1.2 1.3 2.5 GM South America (GMSA) (0.2) 0.3 0.5 GM Financial (GMF) 0.8 0.9 0.7 Total Operating Segments 7.1 9.1 8.3 Corporate and Eliminations (0.6) (0.5) (0.4) EBIT-Adjusted 6.5 8.6 7.9 Special Items* (2.3) (0.8) (36.1) Automotive Interest Income 0.2 0.2 0.3 Automotive Interest Expense (0.4) (0.3) (0.5) Gain (Loss) on Extinguishment of Debt 0.2 (0.2) (0.3) Income Tax Benefit (Expense) (0.2) (2.1) 34.8 Net Income Attributable to Stockholders 3.9 5.3 6.2 Memo: Consolidated Recall Related Expenses 2.8 Memo: Consolidated EBIT-Adjusted Excluding Recall Related Expenses 9.3 Memo: GMNA Recall Related Expenses 2.4 Memo: GMNA EBIT-Adjusted Excluding Recall Related Expenses 9.0 *Additional information on adjustments can be found in filed 10-K Note: Results may not sum due to rounding
EARNINGS PER SHARE (EPS) AND EPS-ADJ. Years Ended 2014 2013 Net Income to Common Stockholders ($B) 2.8 3.8 EPS - Diluted ($/Share) 1.65 2.38 Special Item(s)* Impact to EPS - Diluted ($/Share) (1.40) (0.80) EPS - Adjusted ($/Share) 3.05 3.18 Memo: Recall Related Expense Impact to EPS ($/Share) (1.07) - Memo: EPS - Adjusted Excluding Recall Related Expense ($/Share) 4.12 - *Additional information on adjustments can be found in filed 10-K Note: Results may not sum due to rounding S 2
ADJUSTED AUTOMOTIVE FREE CASH FLOW Years Ended $ (B) 2014 2013 2012 2011 2010 Operating Cash Flow 10.1 11.0 9.6 7.4 6.6 Less: Capital Expenditures (7.0) (7.5) (8.1) (6.2) (4.2) Adjustments* - 0.2 2.7 1.8 4.0 Adjusted Free Cash Flow 3.1 3.7 4.3 3.0 6.4 *Additional information on adjustments can be found in filed 10-K Note: Results may not sum due to rounding S 3
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