What did GE shareholders receive in the spin-off?

Holders of record of GE common stock as of March 19, 2024 received one share of GE Vernova common stock for every four GE shares they held. Cash was paid in lieu of any fractional shares. GE Vernova began trading on the NYSE under the ticker GEV on April 2, 2024.

How much smaller would GE Aerospace be after the separation?

On a pro forma basis for 2023, revenue would be $35.3 billion versus $68.0 billion reported, and total assets would be $126.0 billion versus $163.0 billion. Pro forma shareholders' equity would be $18.8 billion versus $27.4 billion reported. The pro forma figures are illustrative only and are not a forecast.

Why did GE file this amendment to the April 2 Form 8-K?

The original April 2, 2024 Form 8-K reported the completion of the spin-off but did not include the unaudited pro forma financial information required by Item 9.01(b) of Form 8-K. This Amendment No. 1 adds that information as Exhibit 99.1.

How will the pro forma results change reported financials going forward?

Beginning in the second quarter of 2024, GE Vernova's historical results and certain related assets and liabilities will be presented as discontinued operations. This will move that business out of GE's continuing operations line items, so year-over-year comparisons will reflect a smaller GE Aerospace.

Are there ongoing financial obligations between GE Aerospace and GE Vernova?

Yes. GE Vernova is obligated to use reasonable best efforts to replace or release GE from outstanding credit support. Beginning in 2025, GE Vernova will pay GE a quarterly fee tied to that credit support, and GE recorded a $0.2 billion stand-ready liability for its obligations under those agreements. The filing also notes that $0.3 billion of restricted cash was transferred to GE Vernova, with a corresponding indemnification asset recorded by GE.

GE 8-K SEC Disclosure — Apr 8, 2024

01—Abstract

Summary

Summary of the 8-K/A filed April 8, 2024. Cited figures are marked; the original filing is the authoritative source.

On April 2, 2024, General Electric Company completed the spin-off of GE Vernova Inc., distributing all outstanding GE Vernova common stock to GE shareholders at a ratio of one GE Vernova share for every four GE shares held on the March 19, 2024 record date.

GE Vernova began trading on the NYSE under the ticker "GEV" that day. The remaining company now operates as GE Aerospace and no longer consolidates GE Vernova. The historical results of GE Vernova and certain related assets and liabilities will be reported as discontinued operations beginning in Q2 2024.

This Amendment No. 1 to the April 2, 2024 Form 8-K was filed to add the unaudited pro forma financial information required by Item 9.01(b), which the original filing omitted. The pro forma statements show a much smaller GE Aerospace on a standalone basis. For fiscal 2023, reported total revenues of $68.0 billion^a would fall to a pro forma $35.3 billion, and total assets would fall from $163.0 billion to $126.0 billion.

Pro forma diluted EPS from continuing operations for 2023 would be $8.30^b, compared with $7.98 as reported, which implies that GE Vernova contributed a net loss at the attributable level in that year. Pro forma shareholders' equity would be $18.8 billion versus $27.4 billion reported. Cash, cash equivalents and restricted cash would decline from $17.0 billion to $13.3 billion, reflecting a $1.7 billion net cash contribution to GE Vernova.

Pro forma 2022 and 2021 results show a similar pattern, with pro forma diluted EPS of $0.96^c for 2022 and a pro forma loss of $3.98 per share for 2021. Investors should note that the pro forma information is illustrative only and is not necessarily indicative of results that would have been achieved had the separation occurred on the stated dates, or of future results.

The adjustments include reversals of intercompany eliminations, transfers of tax equity investments and debt, and the estimated cost of severance and separation activities. Future GE Aerospace results will depend on the reported discontinued-operations presentation starting in Q2 2024, the timing of credit-support releases from GE Vernova, and the company's capital allocation priorities, all of which the filing identifies as forward-looking risk factors.

02—Key points

Key Highlights

The GE Vernova spin-off closed on April 2, 2024. GE shareholders received one GEV share for every four GE shares held as of March 19, 2024, with cash paid in lieu of fractional shares.
General Electric Company is now called GE Aerospace and no longer consolidates GE Vernova in its financial results.
Pro forma 2023 revenue would be $35.3 billion, down from $68.0 billion as reported, reflecting the removal of GE Vernova's roughly $33.7 billion of revenue.
Pro forma 2023 diluted EPS from continuing operations would be $8.30, compared with $7.98 as reported, indicating the separated business was a net drag on attributable earnings in that year.
Pro forma total assets would fall to $126.0 billion from $163.0 billion, and pro forma total equity would fall to $19.1 billion from $28.6 billion.
Pro forma cash would be $13.3 billion, after a $1.7 billion net cash contribution to GE Vernova to fund its operations at separation.
Historical GE Vernova results will appear as discontinued operations beginning in Q2 2024, so reported continuing-operations comparisons will change materially.

03—Questions

Frequently Asked Questions

What did GE shareholders receive in the spin-off?
Holders of record of GE common stock as of March 19, 2024 received one share of GE Vernova common stock for every four GE shares they held. Cash was paid in lieu of any fractional shares. GE Vernova began trading on the NYSE under the ticker GEV on April 2, 2024.
How much smaller would GE Aerospace be after the separation?
On a pro forma basis for 2023, revenue would be $35.3 billion versus $68.0 billion reported, and total assets would be $126.0 billion versus $163.0 billion. Pro forma shareholders' equity would be $18.8 billion versus $27.4 billion reported. The pro forma figures are illustrative only and are not a forecast.
Why did GE file this amendment to the April 2 Form 8-K?
The original April 2, 2024 Form 8-K reported the completion of the spin-off but did not include the unaudited pro forma financial information required by Item 9.01(b) of Form 8-K. This Amendment No. 1 adds that information as Exhibit 99.1.
How will the pro forma results change reported financials going forward?
Beginning in the second quarter of 2024, GE Vernova's historical results and certain related assets and liabilities will be presented as discontinued operations. This will move that business out of GE's continuing operations line items, so year-over-year comparisons will reflect a smaller GE Aerospace.
Are there ongoing financial obligations between GE Aerospace and GE Vernova?
Yes. GE Vernova is obligated to use reasonable best efforts to replace or release GE from outstanding credit support. Beginning in 2025, GE Vernova will pay GE a quarterly fee tied to that credit support, and GE recorded a $0.2 billion stand-ready liability for its obligations under those agreements. The filing also notes that $0.3 billion of restricted cash was transferred to GE Vernova, with a corresponding indemnification asset recorded by GE.

04—Continue

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