Case 7-7 Non-GAAP Metric Disclosure by General Electric: Value Added, Red Herring, or Red Flag? According to an October 16, 2017, article by Richard Clough of Bloomberg News,' General Electric reported earn- ings per share of $.28. $.13. S.19 and 5.15 for the quarter ending September 30, 2017, on an earnings call. Yes, you read that correctly. GE reported four different earnings per share figures for the same quarter. The numbers repre- sent profit that includes or excludes certain items, such as pension costs and discontinued operations. For example, GE referred to one of these measures as 'industrial operating plus verticals earnings per share' rather than simply 'adjusted,' 'core,' or 'non-GAAP earnings per share as is common place at most companies. GE is not alone in the use of both GAAP and non-GAAP metrics they include in their financial reporting. However, according to Bloomberg, GE is only one of 21 S&P 500 companies to use more than one earnings per share figure. Fast forward to the fourth quarter of 2017 and the fiscal year 2017, and we see a different picture in the MD&A These results are presented in Exhibit 1 below. Notice there are five measures of GAAP and five non GAAP met rics. The numbers have declined from the third quarter in large part due to insurance adjustments. Beyond that, the descriptions do not seem to match up. To say this is confusing would be an understatement. Back in July 2017, the SEC sent a comment letter to GE' in regard to their improper use of non-GAAP metrics and inconsistencies in their description and application of them. Per Tomi Kilgore's October 27, 2017 Market Watch arti- cle the SEC letter identified "16 items in its 10-K filing were listed as being potentially misleading to investors, with half the items mentioning the reporting of numbers that were inconsistent with Generally Accer Principles (GAAP)." GE's response letter to the SEC seems to confuse matters even more. For example, the SEC asked: "We note your discussion regarding the $0.5 billion increase in industrial earnings. Explain to us how you determined industrial earnings and whether it is a non-GAAP measure. Tell us how the measure differs from industrial profit, the GAAP measure presented in your report]." GE's response was: "With regard to how industrial earnings and industrial Chapter 7 Earnings Management 469 profits differ, industrial earnings is an after-tax measure that reflects an adjustment for earning tax measure that reflects an adjustment for earnings/losses attributable to noncontrolling interests, while industrial profit is a pre-tax measure. This is the second time the SEC has called out for their use of on GAAP metrics, as they sent them a series pic during 2016 as well. However, GE is not being singled out as the only company who perhaps stretches the limit of their usage in of their usage. In both 2016 and 2017, the SEC sent more comment letters regarding the use of non-GAAP measures than on any other topic (with 429 letters to 223 reg than on any other topic (with 429 letters to 223 registrants in 2016 or 16.75% and 656 letters to 311 registrants in 2017 or 28.34% of all SEC comment letterssent). The or 28.34% of all SEC comment letterssent). The growing use of non-GAAP metrics is also of concern to the PCAOB, who are actively A B, who are actively researching their use and questioning whether the current standards should require auditors to perform specific testing of non-GAAP metrics contained in public filings and even those uscu o earnings calls and other types of releases. Per Bloomberg, the use of non-GAAP metrics has increased from ist 58 of publicly traded companies to virtually all of them in just 20 years. However, Bloomberg suppests that the use of this many metrics by GE has made their ore confusing, resulting in investors shying away from GE and negatively impacting their market price per share. The Bloomberg article The bloomberg article quotes an executive from Westwood Holdings who has been decreasing the size of a major stake in GE as saying, "GE somewhere along the line lost the benefit of the doubt that the non-GAAP adjusted EPS number was a good reflection of wha number was a good reflection of what they were earning." A look at GE's stock performance in rela- tion to the overall market showing a steady decline supports this contention with their stock currently trading at close to its lowest level since the 2009 market crash. As of February 16, 2018, GE was trading at around is dollars per share, which was 50% of what it was tradine at the same date in 2017 while the rest of the market was up over 18% during that same period. It is also worth noting that, in late 2017. GE's CFO Jeff Bornstein left the company after 28 years working in various positions within GE. GE's CEO and incoming new CFO pledged to make life easier for investors, and reporters, not only by narrowing the focus of its businesses, but also by making its earnings reports simpler and more transpar ent. However, on January 24, 2018. Jamie Miller, the new CFO, announced that the SEC is now investigating GES revenue recognition and controls for insurance contracts just days after the companies surprise announcement that they would be taking a $6.2 billion dollar loss from insurance claims and beefing up insurance contract reserves by $15 billion. It would appear the troubles for GE are far from over and perhaps suggests that the use of non-GAAP metrics could be a red flag that there is trouble on the horizon. Matt Egan of CNN Money, on January 24, 2018, quotes Scott Davis, the head analyst at Melius Research, regarding GE as stating, we can't be certain that prior man- agement misled investors, but we certainly believe there were ethical lapses that deserve attention." Questions 1. Consider the costs/harms and benefits of disclosing non-GAAP financial numbers. What value, if any, do you see in the use of non-GAAP metrics? 2. What responsibilities do auditors currently have related to the use of non-GAAP measures by their attest cli- ents? What responsibilities do you think they should have? Be specific. 3. Do you believe that GE is attempting to manage earnings by disclosing five different non-GAAP measures? Explain. 4. If you were a financial analyst looking at GE's metrics in Exhibit 1, what questions would you ask and why? EXHIBIT 1 General Electric Financial Metrics Fourth Quarter Results Total Year Results 2016 2017 2017 2016 (Dollars in millions; except per-share amounts) 31-12-2018 Year on Year Year on Year $ (1.15) $ (1.13 $ 31,402 1.1% $ 6,990 $ 0.39 $ 0.39 $ 33,088 12.0% $ 11,618 U 0 -5.0% (1090) bps -40% $ (0.68) $ (0.72) $1,22,092 5.7% $ 11,040 $ 1.00 $ 0.89 $1,23,693 11.4% $ 29,960 u 0 -1% (570) bps -63% GAAP Metrics Continuing Operations EPS Net Earnings EPS Total Revenues Industrial Margin GE CFOA Non-GAAP Metrics Industrial Operating + Verticals EPS Industrial Segment Organic Revenues Industrial Operating Profit/(Loss) Industrial Operating Profis/(Loss) Margin Adjusted Industrial CFOA $ (1.23) $ 0.46 U $ (0.45) $ 1.49 $ 28,712 $ 30,503 -6% $1,09,430 $1,09,296 $ 3,526 $ 5,226 -33% $ 13,868 $ 15,558 -11% 11.2% 16.8% (560) bps 12.1% 14.0% (190) bps $ 7,757 $ 8,242 -6% $ 9,698 $ 11,610 -16% bps = book value per share CFOA = cash flow from operating activities a) Excluding deal taxes and GE Pension Plan funding, and with BHGE on a dividend basis b) Excludes impact of acquisition and disposition activity in industrial segments c) Excludes non-operating pension, gains/losses) and restructuring & other Case 7-7 Non-GAAP Metric Disclosure by General Electric: Value Added, Red Herring, or Red Flag? According to an October 16, 2017, article by Richard Clough of Bloomberg News,' General Electric reported earn- ings per share of $.28. $.13. S.19 and 5.15 for the quarter ending September 30, 2017, on an earnings call. Yes, you read that correctly. GE reported four different earnings per share figures for the same quarter. The numbers repre- sent profit that includes or excludes certain items, such as pension costs and discontinued operations. For example, GE referred to one of these measures as 'industrial operating plus verticals earnings per share' rather than simply 'adjusted,' 'core,' or 'non-GAAP earnings per share as is common place at most companies. GE is not alone in the use of both GAAP and non-GAAP metrics they include in their financial reporting. However, according to Bloomberg, GE is only one of 21 S&P 500 companies to use more than one earnings per share figure. Fast forward to the fourth quarter of 2017 and the fiscal year 2017, and we see a different picture in the MD&A These results are presented in Exhibit 1 below. Notice there are five measures of GAAP and five non GAAP met rics. The numbers have declined from the third quarter in large part due to insurance adjustments. Beyond that, the descriptions do not seem to match up. To say this is confusing would be an understatement. Back in July 2017, the SEC sent a comment letter to GE' in regard to their improper use of non-GAAP metrics and inconsistencies in their description and application of them. Per Tomi Kilgore's October 27, 2017 Market Watch arti- cle the SEC letter identified "16 items in its 10-K filing were listed as being potentially misleading to investors, with half the items mentioning the reporting of numbers that were inconsistent with Generally Accer Principles (GAAP)." GE's response letter to the SEC seems to confuse matters even more. For example, the SEC asked: "We note your discussion regarding the $0.5 billion increase in industrial earnings. Explain to us how you determined industrial earnings and whether it is a non-GAAP measure. Tell us how the measure differs from industrial profit, the GAAP measure presented in your report]." GE's response was: "With regard to how industrial earnings and industrial Chapter 7 Earnings Management 469 profits differ, industrial earnings is an after-tax measure that reflects an adjustment for earning tax measure that reflects an adjustment for earnings/losses attributable to noncontrolling interests, while industrial profit is a pre-tax measure. This is the second time the SEC has called out for their use of on GAAP metrics, as they sent them a series pic during 2016 as well. However, GE is not being singled out as the only company who perhaps stretches the limit of their usage in of their usage. In both 2016 and 2017, the SEC sent more comment letters regarding the use of non-GAAP measures than on any other topic (with 429 letters to 223 reg than on any other topic (with 429 letters to 223 registrants in 2016 or 16.75% and 656 letters to 311 registrants in 2017 or 28.34% of all SEC comment letterssent). The or 28.34% of all SEC comment letterssent). The growing use of non-GAAP metrics is also of concern to the PCAOB, who are actively A B, who are actively researching their use and questioning whether the current standards should require auditors to perform specific testing of non-GAAP metrics contained in public filings and even those uscu o earnings calls and other types of releases. Per Bloomberg, the use of non-GAAP metrics has increased from ist 58 of publicly traded companies to virtually all of them in just 20 years. However, Bloomberg suppests that the use of this many metrics by GE has made their ore confusing, resulting in investors shying away from GE and negatively impacting their market price per share. The Bloomberg article The bloomberg article quotes an executive from Westwood Holdings who has been decreasing the size of a major stake in GE as saying, "GE somewhere along the line lost the benefit of the doubt that the non-GAAP adjusted EPS number was a good reflection of wha number was a good reflection of what they were earning." A look at GE's stock performance in rela- tion to the overall market showing a steady decline supports this contention with their stock currently trading at close to its lowest level since the 2009 market crash. As of February 16, 2018, GE was trading at around is dollars per share, which was 50% of what it was tradine at the same date in 2017 while the rest of the market was up over 18% during that same period. It is also worth noting that, in late 2017. GE's CFO Jeff Bornstein left the company after 28 years working in various positions within GE. GE's CEO and incoming new CFO pledged to make life easier for investors, and reporters, not only by narrowing the focus of its businesses, but also by making its earnings reports simpler and more transpar ent. However, on January 24, 2018. Jamie Miller, the new CFO, announced that the SEC is now investigating GES revenue recognition and controls for insurance contracts just days after the companies surprise announcement that they would be taking a $6.2 billion dollar loss from insurance claims and beefing up insurance contract reserves by $15 billion. It would appear the troubles for GE are far from over and perhaps suggests that the use of non-GAAP metrics could be a red flag that there is trouble on the horizon. Matt Egan of CNN Money, on January 24, 2018, quotes Scott Davis, the head analyst at Melius Research, regarding GE as stating, we can't be certain that prior man- agement misled investors, but we certainly believe there were ethical lapses that deserve attention." Questions 1. Consider the costs/harms and benefits of disclosing non-GAAP financial numbers. What value, if any, do you see in the use of non-GAAP metrics? 2. What responsibilities do auditors currently have related to the use of non-GAAP measures by their attest cli- ents? What responsibilities do you think they should have? Be specific. 3. Do you believe that GE is attempting to manage earnings by disclosing five different non-GAAP measures? Explain. 4. If you were a financial analyst looking at GE's metrics in Exhibit 1, what questions would you ask and why? EXHIBIT 1 General Electric Financial Metrics Fourth Quarter Results Total Year Results 2016 2017 2017 2016 (Dollars in millions; except per-share amounts) 31-12-2018 Year on Year Year on Year $ (1.15) $ (1.13 $ 31,402 1.1% $ 6,990 $ 0.39 $ 0.39 $ 33,088 12.0% $ 11,618 U 0 -5.0% (1090) bps -40% $ (0.68) $ (0.72) $1,22,092 5.7% $ 11,040 $ 1.00 $ 0.89 $1,23,693 11.4% $ 29,960 u 0 -1% (570) bps -63% GAAP Metrics Continuing Operations EPS Net Earnings EPS Total Revenues Industrial Margin GE CFOA Non-GAAP Metrics Industrial Operating + Verticals EPS Industrial Segment Organic Revenues Industrial Operating Profit/(Loss) Industrial Operating Profis/(Loss) Margin Adjusted Industrial CFOA $ (1.23) $ 0.46 U $ (0.45) $ 1.49 $ 28,712 $ 30,503 -6% $1,09,430 $1,09,296 $ 3,526 $ 5,226 -33% $ 13,868 $ 15,558 -11% 11.2% 16.8% (560) bps 12.1% 14.0% (190) bps $ 7,757 $ 8,242 -6% $ 9,698 $ 11,610 -16% bps = book value per share CFOA = cash flow from operating activities a) Excluding deal taxes and GE Pension Plan funding, and with BHGE on a dividend basis b) Excludes impact of acquisition and disposition activity in industrial segments c) Excludes non-operating pension, gains/losses) and restructuring & other