How did shareholders receive GE Vernova shares, and what happens to fractional shares?

GE shareholders of record on March 19, 2024 received one share of GE Vernova common stock for every four GE shares held. Shareholders receive cash in lieu of any fractional GE Vernova shares. GE Vernova began trading on the NYSE under GEV on April 2, 2024.

Why do the 2023 revenue and earnings figures in this filing differ so much from GE's original 2023 results?

The figures are recast to reclassify GE Vernova to discontinued operations for all of 2023. That removes roughly $33.7B of revenue from total revenues ($68.0B as reported vs. $35.3B revised), along with the related costs and assets. The original 2023 results were not restated in the prior filings.

Are these supplemental financial figures audited or final?

No. The information is described as preliminary and unaudited, and it is based on the company's current estimates. It should be read alongside the 2023 Form 10-K and quarterly Form 10-Qs, and it does not revise or restate any previously filed statements.

When will GE Aerospace's reported results first reflect the GE Vernova separation?

The historical results of GE Vernova will be reported as discontinued operations beginning in the second quarter of 2024. From that point, GE Aerospace's consolidated results will exclude GE Vernova.

GE 8-K: Regulation FD — Apr 11, 2024

01—Abstract

Summary

Summary of the 8-K filed April 11, 2024. Cited figures are marked; the original filing is the authoritative source.

On April 2, 2024, General Electric completed the spin-off of GE Vernova, its energy business, and the remaining company now operates as GE Aerospace.

GE shareholders of record on March 19, 2024 received one GE Vernova share (ticker GEV, NYSE) for every four GE shares held, with cash paid in lieu of fractional shares. GE Vernova is no longer consolidated, and its historical results will be reported as discontinued operations beginning in Q2 2024. The Company will report two segments going forward: Commercial Engines and Services, and Defense and Propulsion Technologies.

This 8-K furnishes preliminary, unaudited supplemental 2023 financials recast to remove GE Vernova. On that basis, 2023 total revenues were $35.3B^a versus $68.0B as reported, and adjusted revenues (excluding Insurance and the Renewable Energy and Power businesses) were $32.0B. Revised 2023 segment revenue was $32.8B, with Commercial Engines and Services at $23.9B and Defense and Propulsion Technologies at $9.0B.

Segment profit was $6.6B^b. Revised GAAP earnings from continuing operations were $9.4B, or $8.33 diluted EPS, compared with $8.8B and $7.98 as reported in the prior presentation. Revised adjusted earnings were $3.2B, or $2.95 per share, and revised adjusted profit margin was 17.4%.

Revised free cash flow (non-GAAP) was $4.7B^c, compared with $5.2B as reported. These figures are supplemental, have not been audited, and do not restate previously filed financial statements.

The information is furnished under Item 7.01, not filed, and the forward-looking statements caution that results may differ materially. Investors should treat this filing primarily as a baseline for GE Aerospace's standalone 2023 economics and evaluate the company's future performance on this reclassified basis.

02—Key points

Key Highlights

GE completed the separation of GE Vernova on April 2, 2024. Shareholders received one GEV share for every four GE shares held as of March 19, 2024, and the company is now named GE Aerospace.
Revised 2023 total revenues fell to $35.3B from $68.0B as reported after removing GE Vernova, while revised adjusted revenues (ex-Insurance) were $32.0B.
Revised 2023 GAAP earnings from continuing operations were $9.4B ($8.33 diluted EPS), and revised adjusted EPS was $2.95, up from $2.81 as reported.
Revised 2023 segment revenue was $32.8B (Commercial Engines and Services $23.9B; Defense and Propulsion Technologies $9.0B), with total segment profit of $6.6B.
Revised 2023 free cash flow (non-GAAP) was $4.7B, down from $5.2B as reported, and revised adjusted profit margin was 17.4%.
The GE Vernova business will be reported as discontinued operations beginning in Q2 2024, so future GAAP results will not include it.
The supplemental financials are preliminary and unaudited, do not restate prior filings, and are furnished rather than filed under the Exchange Act.

03—Questions

Frequently Asked Questions

How did shareholders receive GE Vernova shares, and what happens to fractional shares?
GE shareholders of record on March 19, 2024 received one share of GE Vernova common stock for every four GE shares held. Shareholders receive cash in lieu of any fractional GE Vernova shares. GE Vernova began trading on the NYSE under GEV on April 2, 2024.
Why do the 2023 revenue and earnings figures in this filing differ so much from GE's original 2023 results?
The figures are recast to reclassify GE Vernova to discontinued operations for all of 2023. That removes roughly $33.7B of revenue from total revenues ($68.0B as reported vs. $35.3B revised), along with the related costs and assets. The original 2023 results were not restated in the prior filings.
Are these supplemental financial figures audited or final?
No. The information is described as preliminary and unaudited, and it is based on the company's current estimates. It should be read alongside the 2023 Form 10-K and quarterly Form 10-Qs, and it does not revise or restate any previously filed statements.
When will GE Aerospace's reported results first reflect the GE Vernova separation?
The historical results of GE Vernova will be reported as discontinued operations beginning in the second quarter of 2024. From that point, GE Aerospace's consolidated results will exclude GE Vernova.

04—Continue

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