Trian GE WP Presentation
Trian GE WP Presentation
Trian GE WP Presentation
Note: Disclosure Statement and Disclaimers are continued on the next page
-1-
-2-
-4-
Why GE?
World Class
Asset
#1 market share in
its largest
business lines(1)
Top-tier organic
growth profile
Industries have
significant barriers
to entry
Services business
model limited
earnings volatility
Products have
limited
obsolescence risk
World-class people
A Tough Decade
Significant Change
Underway
Outsized
dependence on
GE Capital
GE Capital <10%
of 2018 earnings(3)
Historically
unfocused
portfolio
Substantial
portfolio
transformation
Total shareholder
returns below
peers and the S&P
over 3-, 5-, and 10year periods
Industrial
businesses are
gaining share(1)
Dividend below
2008 levels
Limited margin
improvement
Focused on
driving margins
Respect for
shareholders
capital
Better execution
Attractive
Investment
Undervalued at
<14x 2015 pro
forma earnings(3)
Margin
improvement
+$100bn potential
capital return
through 2018(4)
Motivated
management
team
GE has undertaken a massive change in its business model. We believe this change is
underappreciated in the market today.
Source: Trian estimates, Company SEC filings, presentations and press releases.
(1) Market share of the largest business lines w ithin GEs three largest segments: Pow er and Water, Aviation and Healthcare (thes e segments comprise ~75% of Industrial EBITDA).
Market share gains based on comparison of performance w ithin Pow er and Water, Aviation, Healthcare, Oil & Gas and Transportation segments (~95% of Industrial EBITDA).
(2) Reflects operating EPS from 2004 through 2014. Operating EPS excludes the impact of non-operating pension costs. CAGR refers to compounded annual grow th rate.
(3) Pro forma for Alstom acquisition, announced GECC capital returns and Synchrony split-off. Alstom acquisition is subject to closing conditions. GECC capital returns and
Synchrony split-off are subject to regulatory approval.
(4) Reflects Trian estimates and GE Capital Strategy presentation released April 10, 2015. - 5 -
Since 2013, Trian has had several discussions with GE management regarding its corporate
structure and improving shareholder returns
Prior to 2015, Trian had not invested in GE
GE Capital was ~40-50% of earnings: capital intensive business with no competitive
advantage
Unfocused industrial portfolio with excessive management layers and cost
Mixed record of capital allocation
Today GE is Trians largest investment
GE is executing a bold transformation: exiting most of GE Capitals businesses, focusing its
industrial portfolio, and beginning to improve industrial profitability
In our view, GE can earn at least $2.20 per share in 2018 if it achieves modest operating
margin improvement, efficiently uses its balance sheet, and is disciplined with capital
1) Includes dividends. See pages 68-75 for more detail.
-6-
Trians Path to ~$40-$45 of Implied Value per Share by the End of 2017 (1)
1. Expand Operating Margins to at least 16.0% by 2018
and Target Further Expansion Thereafter (2)
Continue progress on cost reductions to grow operating margins ~50bps per year
through 2018 and maintain similar cadence thereafter
Moderate leverage can alleviate pressure on the income statement and allow
management to reinvest in the business
Consider alternative structures (e.g. JVs, IPOs) to continue to reduce the size of GE
Capitals balance sheet over time
Trian recommends that management explore share repurchases beyond GEs initial
guidance; we believe there is an opportunity to return over 40% of the current market cap
to shareholders by the end of 2018
Note: EBITDA is defined as earnings before interest, taxes, depreciation & amortization. IRR is defined as internal rate of r eturn. The estimates, projections, pro forma information and
potential impact of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners believ es to be reasonable as of the date of this presentation, but
there can be no assurance or guarantee that actual results or performance w ill not differ, and such differences may be material. Unless otherw ise indicated, the figures set forth in this
presentation have not been calculated using generally accepted accounting principles (GAAP) and have not been audited by independent accountants. Such figures may vary from
GAAP accounting in material respects and there can be no assurance that the unrealized values reflected in this presentation w ill be realized. This presentation does not recommend
the purchase or sale of any security.
(1) See pages 68-75 for more detail.
(2) GE Industrial adjusted operating margins, net of corporate expense and excluding non-recurring items, w ere 14.0% in 2014 and are expected to be approximately 15% in 2016
-7(assuming recurring corporate expense of approximately 2% as a percentage of sales).
Table of Contents
I. A Strong Company
II. A Tough Decade
III. A Bold Transformation
IV. Trians Path to ~$40-$45 of Implied Value per Share
V. Trian Model
-8-
GE Industrial
GE Capital
Finances GE Industrial
verticals
11-13% ROTE(3)
Enviable
Competitive
Advantages
Sticky,
Recurring
Services
Revenue
- 10 -
Long
Runway
for
Growth
Aviation:
26% of Industrial EBITDA
5 Business Units
Comprise ~95% of GEs
Industrial EBITDA
Healthcare:
17% of Industrial EBITDA
Transportation:
6% of Industrial EBITDA
- 11 -
Global Gas
Turbines(1)
Global Commercial
Aircraft Engines(2)
45%
Siemens
30%
Mitsubishi
16%
Alstom
4%
Ansaldo
3%
Other
2%
U.S. Medical
Diagnostic Imaging (3)
70%
Pratt &
Whitney
RollsRoyce
Other
18%
10%
Philips
22%
Siemens
2%
32%
Other
Toshiba
12 -
21%
15%
10%
$2.6
$1.9
$1.3
$1.2
$0.6
$0.5
<$0.3
(1)
(4)
5 Others (5)
Source: SEC filings.
(1) Excludes customer- and partner-funded R&D. Reflects latest available fiscal year.
(2) Includes Alstom Pow er & Grid annual R&D spending of approximately $700 million in FYE 03/2014. Alstom acquisition is subjectto closing conditions.
(3) Excludes Alstom Pow er & Grid annual R&D spending of approximately $700 million in FYE 03/2014.
(4) Includes direct research and development expenses but excludes R&D-related expenses such as technical support provided to customers.
(5) Includes Ingersoll Rand, Pentair, Rockw ell Automation, Stanley Black & Decker, and Tyco. Represents an average of $0.2bn w ith no company above $0.3bn.
- 13 -
GE Industrial Product
- 14 -
139%
47%
45%
28%
27%
20%
(1)
(2)
- 15 -
19%
15%
12%
8%
NM
5.5%
4.1%
4.1%
3.8%
3.6%
3.2%
Average: 3.1%(1)
2.9%
2.3%
1.7%
1.5%
0.4%
(2)
35%
27%
26%
26%
24%
Average: 25%(2)
24%
23%
23%
17%
15%
(3)
(4)
Aviation
Healthcare
Long-term
Growth(1)
Key Drivers
+LSD-MSD
+MSD
+LSD-MSD
+LSD
Transportation
+LSD-MSD
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
LSD refers to low -single-digit growth. MSD refers to mid-single-digit grow th.
Source: International Energy Agency.
Source: U.S. Energy Information Administration Annual Energy Outlook 2015. Reflects projected increase in the percentage of energy consumption from natural gas from 2013 to 2040.
Per GE presentation at CS Industrials Conference (12/2/14). Reflects projected increase in gas generation from 5,100 TWh in 2013 to 7,600 TWh in 2023.
Boeing 2014 Current Market Outlook.
Source: GE Paris Airshow presentation as of June 16, 2015.
Siemens Investor Relations (Bernstein Strategic Decisions Conference 5/29/14)
Chevron Investor Presentation, August 2015.
- 18 BP Energy Outlook 2035, published February 2015.
Equipment
17%
interactions
Captive customer
Services (2)
83%
Long-term contracts
High switching costs
Leader in Industrial
Internet
- 19 -
$42
$30
$26
2004
$36
$35
$35
2008
2009
2010
$43
$45
$46
$32
$27
2005
2006
2007
- 20 -
2011
2012
2013
2014
(5%)
(1)
(8%)
(9%)
(16%)
(22%)
(28%)
(28%)
(32%)
(32%)
(39%)
- 21 -
(57%)
(61%)
Table of Contents
I. A Strong Company
II. A Tough Decade
III. A Bold Transformation
IV. Trians Path to ~$40-45 of Implied Value per Share
V. Trian Model
- 22 -
A Tough Decade
Structural Problems
Financial Impact
Share price ~35% below 2001
levels
1) Outsized dependence on GE
Capital
2) Unfocused industrial
portfolio
mixed results
- 23 -
- 24 -
FYE 2014PF(1)
FYE 2007
~40%
4.6%
Increased
capital
requirements
Higher
regulatory costs
Greater
competition
from shadow
banking
15.8%
~8%
Declining
spreads
- 25 -
5 Years
3 Years
232%
145%
230%
118%
169%
S&P 500
85%
116%
85%
52%
S&P 500
43%
37%
84%
97%
26%
77%
94%
25%
68%
74%
24%
44%
63%
57%
87%
117%
10%
58%
94%
100%
S&P 500
65%
106%
155%
139%
67%
23%
42%
(5%)
20%
0%
- 26 -
$2.45
$2.18
$1.98
$1.67
$2.05
+9.4% CAGR
$1.60
$1.55
$1.39
$1.18
$1.24
$1.44
$1.30
$1.00
$1.13
$1.10
$1.02
$1.00
$1.10
$1.11
+1.0% CAGR
$0.87
$0.76
$0.63
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
General Electric
27 -
$1.24
$1.15
$1.03
$0.91
$0.89
$0.82
$0.79
$0.70
$0.61
$0.61
$0.46
2004
2005
2006
2007
2008
2009
- 28 -
2010
2011
2012
2013
2014
Trend
Strong
Competitive
Positioning
Aftermarket
Service &
Content
Runway
for Organic
Growth
Platform for
Growth by
Acquisitions
Organic
Growth
Strong
Consistent
Execution
Mixed
Improving
Capital
Allocation
Mixed
Returning
+$85bn to
shareholders
Margin
Improvement
Mixed
- 29 Source: Trian.
Note: The rationale for GEs underperformance vs. peers is based on Trians view s and is subjective.
Table of Contents
I. A Strong Company
II. A Tough Decade
III. A Bold Transformation
IV. Trians Path to ~$40-45 of Implied Value per Share
V. Trian Model
- 30 -
Today
Focus
Broad conglomerate
Focused infrastructure
company
Dependence on
GE Capital
GE Capital 40-50% of
EPS...consuming
capital(1)
Leveraging Scale
Reducing management
layers improving SG&A
ratios and reducing
corporate cost
Commitment to improve
gross margins
Disciplined M&A
Capital Allocation
Source: Company SEC filings, press releases, presentations and transcripts.
(1) Figures reflect an approximation of GE Capitals EPS contribution per GE Capital Strategy presentation released April 10, 2015. Pro forma for Alstom acquisition, announced
GECC capital returns and Synchrony split-off. Alstom acquisition is subject to closing conditions. GECC capital returns and Sync hrony split-off are subject to regulatory approval.
- 31 -
Key Acquisitions
(2)
(pending)(2)
Source: Company SEC filings and press releases.
(1) Reflects ~$100 billion of M&A over the past decade per 2014 Annual Report plus ~$200 billion of GECC asset divestitures per April 10, 2015 GE Capital Strategy presentation.
(2) Subject to regulatory approval.
(3) Subject to closing conditions.
- 32 -
Variance
$110
Variance
$17.8
($35)bn
($4.4)bn
$93
$13.7
$17.3
$43
$4.8
$101
+$50bn
$8.4bn
$8.9
$50
2004
2014
2004
2014
- 33 -
1.
Energy
1.
2.
Transportation
2.
1.
Aviation
3.
Aviation
2.
Rail
4.
Healthcare
3.
Healthcare
5.
Transportation
4.
6.
GE Capital
5.
~90% of
Earnings
in 2018
a)
Appliances
b)
Energy Management
Energy Management
c)
Lighting
Lighting
d)
GE Supply
Commercial Finance
a)
Core Verticals
b)
6.
Consumer Finance
7.
Advanced Materials
8.
9.
Infrastructure
Divisions in
grey represent
businesses that
have been
divested, exited
or are in the
process of
being exited
10. Insurance
11. NBC Universal
Source: Company SEC filings.
- 34 -
- 35 -
$/Share
$1.22
$0.69
($0.53)
x P/E Multiple
15x
I. Value Decline
($7.90)
$2.80
$6.10
($3.30)
$11.20
- 36 -
0.5x
0.5x
0.5x
0.4x
0.4x
0.3x
0.2x
0.1x
0.2x
0.0x
(0.0x)
0.0x
(0.0x)
(0.2x)
(0.4x)
(0.6x)
(0.6x)
(0.8x)
(1.0x)
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
GE Capital offset GE
Industrials growth
57%
48%
47%
37%
32%
30%
26%
26%
24%
23%
18%
14%
(2)
13%
(3)
Industrial
(4)
Consolidated
Capital
Core Industrial
Non-Core Industrial
(3)
GE Capital
~$21
~$18
~$16
~$14
Adjusted
Net Income
($bns)
~$11(4)
~90%
60%
35%
30%
2004a
2007a
28%
2001a
2014a
2014pf
(5)
1. Grow
profitable share
with great
products
Software
Provides common, cloud-based platform (Predix)
and software applications across GEs businesses
Largest software business in the industrial space: ~$5bn
revenue in 2015 $8bn by 2017F(2)
Shared Services
Leveraging functional costs across 5 low-cost
centers
Source: Company SEC filings, presentations and Trian diligence.
(1) 2014 Annual Report.
(2) GE Softw are presentation released June 3, 2015.
- 40 -
GE Business
M odel
2. M aximize
value of the
installed base for
the customer &
shareholder
Business units can use third party services in lieu of GEs shared services...ensures cost and
quality of shared services is competitive
2. Costs Are Allocated To Segments Based on Segment Usage
Healthy tension exists between business units and shared services to deliver quality at costeffective levels
3. Relevant to Business Units
All business segments leverage each of GEs shared services
GRC (Global Research Center) and GGO (Global Growth Organization) are led by former
business segment heads
Scope of shared services limited to where GE Enterprise is more effective than GE Segment
GRC: Manages primary research but +90% of R&D spend completed at the segment level
GGO: Utilized only where segments lack scale to more effectively go to market independently
Source: Company SEC filings and Trian diligence.
- 41 -
Significant scale
Source: GE Deutsche Bank Industrial Conference presentation released June 3, 2015 and GE Minds & Machines conference released October 9, 2014
- 42 -
$75
$30
$85
$50
$35
$55
GE Capital Exit
Dividends
$25
$20
$0
Synchrony Exchange
Source: Company SEC filings, press releases, and GE Capital Strategy presentation released April 10, 2015.
(1) Potential capital return for Synchrony exchange, GE Capital exit and dividends per April 10, 2015 GE Capital Strategy presentation (excludes approximately $5 billion of
dividends paid in 1H 2015).
- 43 -
(1)
$25.47
$1.32
$0.18
$0.25
$0.10
$1.84
13.8x
worlds best
$25.47
industrial companies
$3.47
$2.06
WITH potential
$19.93
$1.32
$0.18
$1.49
structure
13.4x
(4)
opportunities
Table of Contents
I. A Strong Company
II. A Tough Decade
III. A Bold Transformation
IV. Trians Path to ~$40-45 of Implied Value per Share
V. Trian Model
- 45 -
Trians Path to ~$40-$45 of Implied Value per Share by the End of 2017 (1)
1. Expand Operating Margins to at least 16.0% by 2018
and Target Further Expansion Thereafter (2)
Continue progress on cost reductions to grow operating margins ~50bps per year
through 2018 and maintain similar cadence thereafter
Moderate leverage can alleviate pressure on the income statement and allow
management to reinvest in the business
Consider alternative structures (e.g. JVs, IPOs) to continue to reduce the size of GE
Capitals balance sheet over time
Trian recommends that management explore share repurchases beyond GEs initial
guidance; we believe there is an opportunity to return over 40% of the current market cap
to shareholders by the end of 2018
Note: EBITDA is defined as earnings before interest, taxes, depreciation & amortization. IRR is defined as internal rate of r eturn. The estimates, projections, pro forma information and
potential impact of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners believ es to be reasonable as of the date of this presentation, but
there can be no assurance or guarantee that actual results or performance w ill not differ, and such differences may be material. Unless otherw ise indicated, the figures set forth in this
presentation have not been calculated using generally accepted accounting principles (GAAP) and have not been audited by independent accountants. Such figures may vary from
GAAP accounting in material respects and there can be no assurance that the unrealized values reflected in this presentation w ill be realized. This presentation does not recommend
the purchase or sale of any security.
(1) See page 68-75 for more detail.
(2) GE Industrial adjusted operating margins, net of corporate expense and excluding non-recurring items, w ere 14.0% in 2014 and are expected to be approximately 15% in 2016
- 47 (assuming recurring corporate expense of approximately 2% as a percentage of sales).
Gross margins
Opportunity
Trian estimates equipment EBIT
margins can improve ~500 bps
gross margin(1)
SG&A
Corporate expenses of ~2% of
sales vs. closest peers <1%
Reasonable reduction in
corporate costs of ~$600mm
while still investing in enterprisewide functions
Trian believes management can achieve at least 16.0% operating margins by 2018
and ultimately reach 18% operating margins over timegross margins are a
substantial opportunity
Source: Company SEC filings, press releases and presentations.
Note: The estimates, projections, pro forma information and potential impact of the opportunities identified by Trian Partner s herein are based on assumptions that Trian Partners
believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may
be material. Unless otherw ise indicated, the figures set forth in this presentation have not been calculated using generally accepted accounting principles (GAAP) and have not been
audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assur ance that the unrealized values reflected in this
presentation w ill be realized. This presentation does not recommend the purchase or sale of any security.
(1) Trian estimates.
- 48 (2) 5% organic revenue grow th reflects GEs ongoing goal per EPG presentation published May 20, 2015.
Aviation
Healthcare
14.5%
15.0%
17.2%
14.6%
13.9% (Ex-Wind)
13.5%
10.3%
9.8%
10.9%
(2)
(3)
Source: SEC filings.
Note: Unallocated corporate expenses are allocated on a percentage of revenue basis. Figures are adjusted for non-recurring items including restructuring charges. Reflects FY14
results for all companies except w here noted otherwise. Philips figures excludes intangible amortization expense.
(1) Per 2014 Annual Report.
(2) Includes performance of the Pow er Generation and Wind Pow er segments (excludes power transmission revenue).
(3) Reflects performance of the Energy & Environment segment for fiscal year end March 2015.
49 -
22.4%
18.9%
18.0%
17.2%
15.9%
15.1%
14.5%
14.0%
13.6%
12.4%
11.7%
11.0%
(2)
- 50 -
32.0%
29.9%
28.8%
28.3%
28.2%
28.8%
28.2%
27.4%
26.2%
25.5%
24.8%
2004
2005
2006
2007
2008
2009
- 51 -
2010
2011
2012
2013
2014
32.0%
27.4%
25.0%
28.3%
29.9%
26.2%
24.8% 25.5%
20.0%
Average GE
Industrial
Segment EBIT
Margin: ~16%(2)
15.0%
10.0%
5.0%
8.3%
8.0%
7.8%
8.5%
8.7%
8.8%
8.2%
4.3%
5.0%
4.8%
4.6%
2011
2012
2013
2014
0.0%
2004
2005
2006
2007
Services
2008
Total
2009
2010
Equipment (implied)
27.1%
28.6%
28.3%
27.6%
26.6%
26.4%
26.8%
25.7%
25.6%
23.1%
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
23.7%
2014
Source: Company SEC filings, Technology Investor Day held March 11, 2015..
Note: Gross margins are calculated based on the sales and costs of goods and services as reported in GEs consolidated financ ial statements and may differ from managements
presentation of gross margins.
(1) 2014 GE Industrial gross margins (23.7%) are ~260 bps below GE Industrials average gross margins from 2006-2014. Equipment margins net of corporate expense.
- 53
(2) Reflects equipment operating profit margins net of corporate expense (i.e. 4.6% equipment operating profit margins less 2.2% adjusted corporate as a % of sales).
17.5%
$3.8
$3.7
15.9%
14.0%
$2.4
2012
2013
2014
2012
2013
2014
GE improved industrial EBIT margins ~250 basis points since 2012 (to ~14% in 2014)
Source: Company SEC filings, GE 2014 Investor Outlook transcript as of December 16, 2014, and EPG Conference presentation released May 20, 2015.
(1) Reflects adjusted corporate costs. See appendix for calculation.
- 54 -
- 55 -
(2014 financials)
$2,408
2.2%
2.2%
$1,600
1.4%
0.8%
0.7%
$542
0.6%
$488
$251
$236
56 -
11.7%
2004
12.3%
2005
13.0%
13.7%
13.2% 13.1%
14.0%
13.7%
11.8% 11.4%
2006
2007
2008
2009
2010
2011
2012
11.4%
2012
- 57 -
12.1%
2013
2014
19.1%
17.6%
15.1%
13.6%
14.2%
12.0%
10.8%
9.8%
9.7%
10.3%
10.8%
9.0%
7.0%
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
- 58 -
2015
2018
GE Industrial:
Product Services
Actual
Pro Forma(1)
Revenue
$46,400
$46,400
Segment EBIT
% - Segment EBIT Margin
Margin Improvement (bps)
$14,848
32.0%
$15,776
34.0%
200 bps
Unallocated Corporate
Unallocated Corporate - % of Sales
GE Industrial EBIT
% - EBIT Margin, Net of Corporate
Source: Company SEC filings and Trian estimates.
Note: See page 52 for historical segment EBIT margins by product.
(1) Pro forma figures are unaudited.
GE Industrial:
Equipment
Actual
$63,502
$2,916
4.6%
Pro Forma(1)
$63,502
$5,715
9.0%
440 bps
GE Industrial:
Total
Actual
Pro Forma(1)
$109,902
$109,902
$17,764
16.2%
$21,491
19.6%
340 bps
$2,408
2.2%
$1,758
1.6%
$15,356
14.0%
$19,733
18.0%
- 59 -
2. Efficient Capital Structure: We Believe an Efficient Capital Structure Can Drive Better
Returns with Low Risk
GE Is a Strong Credit
Attractive businesses & assets
Leading market positions & strong brand
Diversified
Should not restrict M&A opportunities (leverage capacity + ability to issue equity)
We believe there are a number of alternative structures (JVs, IPOs) for GE to utilize to further
reduce the balance sheet of GE capital
(1) Reflects GE Industrial net debt of $3.5 billion as of June 30, 2015 per Company SEC flings, w hich represents approximately 0.2x LTM GE Industrial EBITDA. EBITDA refers to
earnings before interest, taxes, depreciation, amortization and non-recurring items.
- 60 -
A levered company can use an efficient capital structure and the income statement to
generate more balanced EPS growth that is less contingent upon margin expansion
Illustrative Income Statement:
UnleveredCo vs. LeveredCo @ 2.0x Debt / EBITDA
EPS Growth Target over 5 Years
(i) Starting EPS
Target EPS Growth per Year
(ii) Target EPS, Year 5
Total EPS Growth Over 5 Years (ii-i)
Impact of 2x Leverage
Starting EPS
Accretion from 2x Leverage
(iii) Pro Forma EPS
Implied EPS Growth from Operations (ii-iii)
% - Implied EBIT CAGR Required to Hit EPS Goal
Margin Expansion Required to Hit Target EPS Growth
Implied EBIT CAGR
Memo: Sales CAGR Assumed
Margin Expansion per year Required to Hit EPS Goal (bps)
Reinvestment opportunity per year (bps)
No
Debt
$1.00
10%
$1.60
$0.60
Modest
Leverage
$1.00
10%
$1.60
$0.60
$1.00
-$1.00
$1.00
0.13
$1.13
$0.60
10%
$0.47
7%
10%
5%
64
7%
5%
19
45
~45 bps
reinvestment
opportunity with a
levered income
statement
equivalent to ~10%
increase in GEs
R&D budget
A company levered only 2x requires ~45bps less margin expansion per year to achieve the same
EPS growth than an identical company with no debt
Source: Trian estimates.
Note: Figures above are illustrative and not indicative of actual results, w hich may differ materially. Assumes 35% tax rate, 4% cost of debt and proceeds from modest leverage used
- 61
to repurchase shares.
We Believe GE Can Incur just over $20 billion in Leverage and Maintain an Upper
Investment Grade Rating
GE Estimated Incremental
Leverage Capacity by 2018
($ in billions)
$24.0
1.7
1.2
$26.8
2.00x
$53.6
($23.0)
7.4
($15.6)
($2.1)
$35.8
(14.3)
$21.5
AA / A
1.5x
- 62 -
Date
Target Acquired
Dec 2010 Clarient
Feb 2011 Dresser
Feb 2011 Wellstream
Mar 2011 Lineage Power
Apr 2011 Wood Group - Well Support
Sep 2011 Converteam
Jul 2013
Lufkin
Aug 2013 Avio
Mar 2014 Thermo Fisher - Life Sciences
Jun 2014 Cameron - Reciprocating Compression
Fall 2015 Alstom Power & Grid Business
Total (11 acquisitions)
Transaction
Value (TV)
Segment
($bn)
Healthcare
$0.6
(1)
Oil & Gas
3.0
Oil & Gas
1.3
Energy Mgmt.
0.5
Oil & Gas
2.8
Energy Mgmt.
3.2
Oil & Gas
3.3
Aviation
4.4
Healthcare
1.1
Oil & Gas
0.6
Power / Energy Mgmt.
9.5
$30.3
TV /
EBITDA
NM
9.4x
13.4x
8.0x
16.9x
13.6x
15.8x
8.5x
(2)
14.0x
(3)
11.3x
(4)
7.9x
10.3x
- 64 -
Attractive IRRs
Accretive
1)
2)
3)
4)
Per GE April 30, 3014 acquisition presentation, April 30, 2014 conference call and September 8, 2015 press release.
Adjusts original transaction for $3bn of synergies per GE EPG presentation released May 20, 2015. Figures also reflect Trianestimates.
Per GEs September 8, 2015 press release.
Assumes year 5 synergies and cost to achieve synergies is completed. Accretion figures are net of $0.2 billion of estimated incremental interest expense.
- 65 -
10,445
10,611
2004
2005
10,614
10,394
10,218
10,098
2006
2007
2008
2009
- 66 -
10,661
2010
10,591
2011
10,564
2012
10,289
10,123
2013
2014
We Believe GE Can Return Over 40% of its Market Cap to Shareholders by 2018
In addition to the already announced capital return plans (base case), we believe
management should utilize proceeds from incurring incremental leverage and other
capital sources to buy back its undervalued shares
$100
$85
$75
$4
$110
Upside to GECC
(3)
Sales
Trian Case
Capital Return
$22
$30
$50
$35
$55
GE Capital Exit
Dividends
$85
$25
$20
$0
Synchrony
Exchange
Base Case
(1)
Capital Return
Leverage
(2)
- 67 -
Table of Contents
I. A Strong Company
II. A Tough Decade
III. A Bold Transformation
IV. Trians Path to ~$40-$45 of Implied Value per Share
V. Trian Model
- 68 -
- 69 -
+$0.29
$0.10
+$2.20
$1.84
$0.18
$0.25
$1.32
$0.10
1) Servicing (~85% of
EBIT) has grown
revenue +6% p.a.
2) (+) Gross margins
3) () SG&A ratios
4) Alstom upside
5) Capital allocation
2015e
Operating
(1)
EPS
Synchrony
(2)
Buybacks
GECC Exit
(2)
Buybacks
(2)(3)
Alstom
Pro Forma
EPS
Base
Business
Growth
Leverage
2018e Trian
Case
Source: Company SEC filings, presentations, press releases, and Trian Estimates.
Note: The estimates, projections, pro forma information and potential impact of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners
believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences
may be material. Unless otherw ise indicated, the figures set forth in this presentation have not been calculated using generally accepted accounting principles (GAAP) and have
not been audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assurance that the unrealized values
reflected in this presentation w ill be realized. This presentation does not recommend the purchase or sale of any security.
(1) Reflects the mid-point of GE Industrial EPS guidance for 2015 ($1.13-$1.20), plus managements guidance of $0.15 EPS for the GE Capital verticals.
(2) Synchrony buybacks and GECC capital exit buybacks are subject to regulatory approval. Alstom acquisition is subject to closing conditions.
(3) Alstom figures reflect mid-point of managements accretion guidance of $0.15-$0.20 per EPG presentation released May 20, 2015.
- 70
Note: The estimates, projections, pro forma information and potential impact of the opportunities identified by Trian Partner s herein are based on assumptions that Trian Partners
believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences
may be material. Unless otherw ise indicated, the figures set forth in this presentation have not been calculated using generally accepted accounting principles (GAAP) and have
not been audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assurance that the unrealized values
reflected in this presentation w ill be realized. This presentation does not recommend the purchase or sale of any security.
- 71 -
Mega-Cap Companies With High Quality, Defensive Growth Profiles Consistently Trade
at Strong Premiums to the Market
Company
Average
$58
33%
19.7x
$138
18%
18.9x
$174
13%
18.0x
$59
22%
19.5x
$107
21%
27%
Average: 21%(2)
Average: 21%(2)
2012
2013
2014
2015
- 72 -
25%
23%
20%
16%
14%
15%
15%
Average: 13%
Premium(2)
17%
14%
12%
11%
10%
10%
8%
5%
3%
0%
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
Current
(1%)
(5% )
(6%)
(10% )
Source: Bloomberg as of October 2, 2015.
Note: The estimates, projections, pro forma information and potential impact of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners
believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may
be material. Unless otherw ise indicated, the figures set forth in this presentation have not been calculated using generally accepted accounting principles (GAAP) and have not been
audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assur ance that the unrealized values reflected in this
presentation w ill be realized. This presentation does not recommend the purchase or sale of any security.
(1) Reflects average historical forward P/E multiple relative to the current S&P 500 forward P/E multiple.
(2) Includes Honeyw ell, 3M, Emerson, Danaher, United Technologies and Rockw ell. Note Ingersoll-Rand, Eaton, Stanley, Pentair, and Tyco w ere excluded because their respective
business mixes have not been consistent w ith that of leading multi-industrial companies over the time period.
- 73
2005
2010
2015pf(1)
Industrial revenue
$64bn
$90bn
$100bn
$125bn
R&D
$1.9bn
$2.7bn
$3.9bn
$4.9bn
GE Scale
+
+
Greater Scale
& Leadership
GE Business Mix
% - Services EBIT
NA
60%
71%
83%
% - Industrial EPS
59%
56%
54%(2)
90%
28.4x
18.9x
13.4x
13.2x(4)
23.2x
15.7x
13.4x
15.3x
Premium / (Discount)
46%
21%
0%
(14%)
Dividend Yield
1.4%
2.4%
2.7%
3.61%
5.5%
4.6%
4.3%
2.83%
(214)bps
(159)bps
+78bps
+
+
Substantially
Better
Business Mix
GE Valuation (3)
Worse
Valuation?
Base
10.0%
15.3x
16.8x
25.0%
15.3x
19.1x
GE 2018 EPS
Implied value per share (year-end 2017)
(+) Cumulative dividends
Total implied value (year-end 2017)
$2.23
$37
2
$40
$2.23
$43
2
$45
Current price
% - Potential upside
% - Potential IRR
$25.5
56%
22%
$25.5
76%
28%
Time (years)
2.25
- 75 -
Conclusion
GE is one of the worlds great businesses
We have followed GE for many years and have a strong
relationship with management
GEs transformation is significant: +90% Industrial EPS (vs. 4060% historically); significant potential capital return; continued
margin improvement; focused industrial portfolio
At <14x pro forma 2015 earnings, we believe the market
underestimates this change(1)
We intend to work with management to help realize the
substantial value in GE
Source: Company SEC filings, presentations, press releases, and Trian estimates.
Note: The estimates, projections, pro forma information and potential impact of the opportunities identified by Trian Partner s herein are based on assumptions that Trian Partners
believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences
may be material. Unless otherw ise indicated, the figures set forth in this presentation have not been calculated using generally accepted accounting principles (GAAP) and have
not been audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assurance that the unrealized values
reflected in this presentation w ill be realized. This presentation does not recommend the purchase or sale of any security.
(1) Pro forma for Alstom acquisition, announced GECC capital returns and Synchrony split-off. Alstom acquisition is subject to closing conditions. GECC capital returns and
Synchrony split-off are subject to regulatory approval.
- 76
$1.59
2005
$1.72
2006
2007
$1.99
$2.20
2008
$1.78
2009
$1.03
2010
$1.15
2011
$1.23
2012
$1.39
2013
$1.47
2014
$1.51
($3,958) ($3,885) ($3,811) ($3,950) ($4,298) ($4,505) ($4,344) ($3,940) ($3,768) ($3,500) ($3,190)
2,199
2,248
2,304
2,416
2,653
2,669
2,693
2,662
2,479
2,460
2,745
146
351
729
693
237
348
1,336
2,335
3,421
3,664
2,565
($1,613) ($1,286)
($778)
($841) ($1,408) ($1,488)
($315) $1,057
$2,132
$2,624
$2,120
565
450
272
294
493
521
110
(370)
(746)
(918)
(742)
($1,048)
($836)
($506)
($547)
($915)
($967)
($205)
$687
$1,386
$1,706
$1,378
10,445
10,611
10,394
10,218
10,098
10,614
10,661
10,591
10,564
10,289
10,123
($0.10) ($0.08) ($0.05) ($0.05) ($0.09) ($0.09) ($0.02)
$0.06
$0.13
$0.17
$0.14
$1.49
$1.64
$1.94
$2.15
$1.69
$0.94
$1.13
$1.29
$1.52
$1.64
$1.65
35%
35%
35%
35%
35%
35%
35%
35%
35%
35%
35%
- 77 -
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
GE Industrial Financials
Core industrial sales
(+) NBCU sales
Industrial sales
$80,353
12,886
$93,239
$10,940
2,558
$13,498
$11,583
3,092
$14,675
$13,074
2,919
$15,993
$13,674
3,107
$16,781
$14,597
3,131
$17,728
$14,731
2,264
$16,995
$14,042
2,261
$16,303
$14,022
-$14,022
$15,486
-$15,486
$16,220
-$16,220
$17,764
-$17,764
14.5%
14.8%
14.8%
16.6%
15.6%
16.2%
16.2%
14.9%
15.1%
15.7%
16.2%
$25,800
$6,400
24.8%
$27,400
$7,000
25.5%
$30,300
$8,300
27.4%
$32,200
$9,100
28.3%
$35,500
$9,300
26.2%
$35,400
$10,000
28.2%
$34,700
$10,000
28.8%
$41,900
$11,800
28.2%
$43,400
$12,500
28.8%
$44,800
$13,400
29.9%
$46,400
$14,848
32.0%
$12,886
2,558
$14,689
3,092
$16,188
2,919
$15,416
3,107
$16,969
3,131
$57,334
$4,583
8.0%
$61,344
$4,774
7.8%
$53,758 $61,124
$4,574
$5,297
8.5%
8.7%
$15,436
2,264
$16,901
2,261
---
$53,911 $49,322
$4,731
$4,042
8.8%
8.2%
$52,086
$2,222
4.3%
---
---
---
$59,411 $58,802
$2,986
$2,820
5.0%
4.8%
$63,502
$2,916
4.6%
- 78 -
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
GE Industrial Financials
Core industrial sales
(+) NBCU sales
Industrial sales
$80,353
12,886
$93,239
$84,734
$91,644
$85,958
$96,624
$89,311
$84,022
14,689
16,188
15,416
16,969
15,436
16,901
$99,423 $107,832 $101,374 $113,593 $104,747 $100,923
$10,940
2,558
$13,498
$11,583
3,092
$14,675
$13,074
2,919
$15,993
$13,674
3,107
$16,781
$14,597
3,131
$17,728
$14,731
2,264
$16,995
$14,042
2,261
$16,303
$14,022
-$14,022
$15,486
-$15,486
$16,220
-$16,220
$17,764
-$17,764
$1,507
1,613
(500)
0
0
0
$2,620
2.8%
$968
1,286
0
131
100
0
$2,485
2.5%
$1,251
778
(500)
57
400
0
$1,986
1.8%
$1,780
841
(1,300)
145
1,466
0
$2,932
2.9%
$2,691
1,408
(1,200)
(202)
0
0
$2,697
2.4%
$3,904
1,488
(2,300)
(93)
303
0
$3,302
3.2%
$3,321
315
(1,200)
(58)
105
0
$2,483
2.5%
$359
(1,057)
(932)
0
3,705
830
$2,905
3.1%
$4,842
(2,132)
(732)
0
186
1,615
$3,779
3.7%
$6,300
(2,624)
(1,992)
0
447
1,528
$3,659
3.5%
$6,225
(2,120)
(1,788)
0
91
0
$2,408
2.2%
$10,878
11.7%
$12,190
12.3%
$14,007
13.0%
$13,849
13.7%
$15,031
13.2%
$13,693
13.1%
$13,820
13.7%
$11,117
11.8%
$11,707
11.4%
$12,561
12.1%
$15,356
14.0%
- 79 -
Acquistion of
Alstom(2)
Sale of
Appliances (3)
$23.6
12.6
$11.0
(9.3)
9.3
($18.6)
YE 2018
Debt
Cash & marketable securities
(i) Net debt
$20.6
17.1
$3.5
$3.0
(6.5)
$9.5
$22.5
3.2
$25.7
(7.9)
$17.8
5.2
$23.0
--------
--------
$22.5
3.2
$25.7
(7.9)
$17.8
5.2
$23.0
--------
$22.5
3.2
$25.7
(7.9)
$17.8
5.2
$23.0
$2.1
--
--
$2.1
--
$2.1
$45.7
$28.6
---
---
$48.7
$36.1
---
$39.4
$17.5
$15.9
2.6
$18.5
1.7
1.2
$21.3
$1.3
0.4
$1.7
----
$17.0
2.8
$19.8
1.7
1.2
$22.7
$4.0
0.1
$4.1
----
$21.0
2.9
$24.0
1.7
1.2
$26.8
-2.0
($2.0)
2Q15pf
Discretionary FCF
& EBITDA Growth,
2H15-2018(4)
($0.2)
(0.2)
($0.4)
----
$14.3
21.9
($7.6)
Leverage Metrics
Financial Debt EBITDA
Financial Net Debt EBITDA
1.1x
0.2x
---
---
1.2x
0.6x
0.6x
(0.3x)
2.1x
1.3x
---
---
2.2x
1.6x
1.5x
0.7x
- 80 -
2016
$16.0
(4.0)
$12.0
(8.1)
$3.9
0.0
$3.9
2017
$16.9
(4.0)
$12.9
(7.8)
$5.2
0.0
$5.2
2018
Total
$17.9
(4.0)
$13.9
(8.0)
$5.9
0.0
$5.9 $18.6