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(Registrant’s telephone number, including area code)(i617) i443-3000
_______________________________________________
(Former name or former address, if changed since last report.)
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 (see General Instructions A.2. below):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon stock, par value $0.01 per share
iGE
iNew
York Stock Exchange
i0.875% Notes due 2025
iGE 25
iNew
York Stock Exchange
i1.875% Notes due 2027
iGE 27E
iNew
York Stock Exchange
i1.500% Notes due 2029
iGE 29
iNew
York Stock Exchange
i7 1/2% Guaranteed Subordinated Notes due 2035
iGE /35
iNew
York Stock Exchange
i2.125% Notes due 2037
iGE 37
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.
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Item 7.01 Regulation FD Disclosure.
On April 2, 2024, General Electric Company completed the previously announced separation (the “Separation”) of GE Vernova Inc.
(“GE Vernova”). General Electric Company now operates as GE Aerospace (the “Company”). The Spin-Off of GE Vernova was achieved through the Company’s pro rata distribution (the “Distribution”) of all of the outstanding shares of GE Vernova common stock to holders of record of the Company’s common stock. Each holder of record of the Company’s common stock received one share of GE Vernova common stock for every four shares of the Company’s common stock held on March 19, 2024, the record date for the distribution. In lieu of fractional shares of GE Vernova, shareholders of the
Company will receive cash. On April 2, 2024, GE Vernova’s common stock began trading on the New York Stock Exchange under the ticker symbol “GEV.” After the distribution, the Company no longer consolidates GE Vernova into its financial results.
In connection with the Separation, the historical results of GE Vernova and certain assets and liabilities included in the Separation will be reported in GE's consolidated financial statements as discontinued operations beginning in the second quarter of 2024.
In this Form 8-K, the Company is providing preliminary unaudited supplemental financial information to reflect the reclassification
of its Vernova business in discontinued operations for all periods of 2023 presented in Exhibit 99.1. This informational Form 8-K in no way revises or restates the previously filed Consolidated Statement of Financial Position, Consolidated Statements of Earnings, Consolidated Statements of Cash Flows or Non-GAAP Financial Measures for the Company for any period presented.
The information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject
to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
•Preliminary
Unaudited Supplemental Consolidated Financial Position Information as of December 31, 2023.
•Preliminary Unaudited Supplemental Consolidated Cash Flows Information for the year ended December 31, 2023.
•Preliminary Unaudited Supplemental Consolidated Earnings Information and Supplemental Segment Information for the year ended December 31, 2023 and each of the interim periods within the year ended December 31, 2023.
•Financial Measures that Supplement GAAP reconciliations for the year ended December 31, 2023 and each of the
interim periods within the year ended December 31, 2023.
•Notes to the Preliminary Unaudited Supplemental Consolidated Financial Information.
104. The cover page from this Form 8-K, formatted in Inline XBRL.
(2)
Forward-Looking
Statements
This document contains “forward-looking statements” — that is, statements related to future, not past, events. These forward- looking statements often address GE Aerospace’s expected future business and financial performance and financial condition, and often contain words such as “expect,”“anticipate,”“intend,”“plan,”“believe,”“seek,”“see,”“will,”“would,”“estimate,”“forecast,”“target,”“preliminary,” or “range.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and are subject to risks, uncertainties and assumptions. For GE Aerospace, particular areas where risks or uncertainties could cause GE Aerospace’s actual results to be materially different than those expressed in GE Aerospace’s forward-looking statements include: changes
in macroeconomic and market conditions and market volatility, including risk of recession, inflation, geopolitical conflict; supply chain constraints or disruptions, interest rates, the value of securities and other financial assets (including GE Aerospace’s equity interest in GE HealthCare), commodity prices and exchange rates, and the impact of such changes and volatility on GE Aerospace’s business operations, financial results and financial position; GE Aerospace’s capital allocation plans, including the timing and amount of dividends, share repurchases, acquisitions, organic investments, and other priorities; and other factors that are described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023, as such description may be updated or amended in any future reports that GE Aerospace files with the SEC. These or other uncertainties may cause GE Aerospace’s actual
future results to be materially different than those expressed in its forward-looking statements. GE Aerospace does not undertake to update its forward-looking statements.
(3)
SIGNATURES
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.
