General Electric Co 8-K/A, filed Apr 8, 2024

General Electric Co (GE)

8-K/A 2024-04-08 For: 2024-04-02

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Added on April 02, 2026

About this 8-K/A

General Electric Co filed this 8-K/A on April 8, 2024, reporting on events of April 2, 2024.

Items reported

Item 9.01: Financial statements and exhibits

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☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	GE	New York Stock Exchange
0.875% Notes due 2025	GE 25	New York Stock Exchange
1.875% Notes due 2027	GE 27E	New York Stock Exchange
1.500% Notes due 2029	GE 29	New York Stock Exchange
7 1/2% Guaranteed Subordinated Notes due 2035	GE /35	New York Stock Exchange
2.125% Notes due 2037	GE 37	New 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			☐
			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.			☐


						General Electric Company
						(Registrant)

Date: April 8, 2024						/s/ Rahul Ghai
						Rahul Ghai Senior Vice President and Chief Financial Officer Principal Financial Officer


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of December 31, 2023 (in billions)	As Reported		GE Vernova Separation(a)		Transaction Accounting Adjustments			Proforma
Cash, cash equivalents and restricted cash	$	17.0	$	(1.6)	$	(2.0)	(b),(c)	$	13.3
Investment securities	5.7		—		—			5.7
Current receivables	15.5		(7.4)		0.7		(d)	8.7
Inventories, including deferred inventory costs	16.5		(8.2)		—			8.3
Current contract assets	1.5		(6.5)		7.9		(e)	2.9
All other current assets	3.6		(2.4)		0.5		(f)	1.8
Current assets	59.8		(26.2)		7.1			40.7


Investment securities	38.0		—		—			38.0
Property, plant and equipment – net	12.5		(5.2)		—			7.2
Goodwill	13.4		(4.4)		—			8.9
Other intangible assets – net	5.7		(1.0)		—			4.6
Contract and other deferred assets	5.4		(0.6)		—			4.8
All other assets	17.7		(5.4)		1.6		(c),(g),(h)	13.9
Deferred income taxes	10.6		(2.9)		0.2		(h),(i),(j)	7.8
Total assets	$	163.0	$	(45.9)	$	8.8		$	126.0


Short-term borrowings	$	1.3	$	—	$	(0.1)	(k)	$	1.1
Accounts payable	15.4		(8.5)		0.6		(d),(l)	7.5
Contract liabilities and current deferred income	19.7		(13.3)		8.1		(e),(m)	14.5
Sales discounts and allowances	—		—		3.7		(n)	3.7
All other current liabilities	14.5		(5.9)		(3.4)		,(f),(i),(j),(m),(n)	5.2
Current liabilities	50.9		(27.7)		8.9			32.1


Deferred income	1.3		(0.2)		(0.2)		(m)	1.0
Long-term borrowings	19.7		(0.3)		—			19.4
Insurance liabilities and annuity benefits	39.6		—		—			39.6
Non-current compensation and benefits	11.2		(3.3)		(0.3)		(i)	7.7
All other liabilities	11.7		(4.4)		(0.1)		(g), (j), (m),(o)	7.1
Total liabilities	134.5		(35.9)		8.3			106.9



Common stock	—		—		—			—
Accumulated other comprehensive income (loss) – net attributable to the Company	(6.2)		0.9		0.7		(i),(p)	(4.5)
Other capital	27.0		(0.1)		—			26.9
Retained earnings	86.5		(9.9)		(0.2)		(q)	76.4
Less common stock held in treasury	(80.0)		—		—			(80.0)
Total shareholders’ equity	27.4		(9.1)		0.5			18.8

Noncontrolling interests	1.2		(1.0)		—			0.2
Total equity	28.6		(10.0)		0.5			19.1

Total liabilities and equity	$	163.0	$	(45.9)	$	8.8		$	126.0


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
For the year ended December 31, 2023 (In billions; per-share amounts in dollars)	As Reported		GE Vernova Separation(r)		Transaction Accounting Adjustments			Proforma
Revenues
Sales of equipment	$	26.8	$	(18.0)	$	0.5	(s)	$	9.3
Sales of services	37.8		(15.7)		0.5		(s)	22.6
Insurance revenues	3.4		—		—			3.4
Total revenues	68.0		(33.7)		1.1			35.3


Costs and expenses
Cost of equipment sold	27.7		(18.2)		0.4		(s),(t)	9.9
Cost of services sold	22.7		(10.1)		0.5		(s),(t)	13.0
Selling, general and administrative expenses	9.2		(4.7)		(0.4)		(o),(t),(u)	4.1
Separation costs	1.0		—		(0.3)		(v)	0.7
Research and development	1.9		(0.9)		—			1.0
Interest and other financial charges	1.1		(0.1)		—			1.0
Debt extinguishment costs	—		—		—			—
Insurance losses, annuity benefits and other costs	2.9		—		—			2.9

Non-operating benefit costs (income)	(1.6)		0.6		—			(1.0)
Total costs and expenses	64.9		(33.5)		0.3			31.7


Other income	7.1		(0.2)		(0.2)		(t),(x)	6.7

Earnings (loss) from continuing operations before income taxes	10.2		(0.4)		0.6			10.4

Benefit (provision) for income taxes	(1.2)		0.2		—		(y)	(1.0)
Earnings (loss) from continuing operations	9.0		(0.2)		0.6			9.4

Less net earnings (loss) attributable to noncontrolling interests	—		—		—			—
Preferred stock dividends and other	(0.3)		—		—			(0.3)
Net earnings (loss) from continuing operations attributable to common shareholders	$	8.8	$	(0.2)	$	0.6		$	9.1


Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share	$	7.98						$	8.30
Basic earnings (loss) per share	$	8.06						$	8.38

Average equivalent shares (in millions)
Diluted	1,099							1,099
Basic	1,089							1,089


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
For the year ended December 31, 2022 (In billions; per-share amounts in dollars)	As Reported		GE Vernova Separation(r)		Transaction Accounting Adjustments			Proforma
Sales of equipment	$	22.3	$	(14.9)	$	0.4	(s)	$	7.8
Sales of services	32.8		(15.1)		0.7		(s)	18.3
Insurance revenues	3.0		—		—			3.0
Total revenues	58.1		(30.1)		1.1			29.1


Cost of equipment sold	23.7		(15.8)		0.2		(s),(t)	8.2
Cost of services sold	20.5		(10.3)		0.6		(s),(t)	10.8
Selling, general and administrative expenses	9.2		(4.6)		(0.9)		(s),(t)	3.7
Separation costs	0.7		—		(0.1)		(v)	0.6
Research and development	1.8		(1.0)		—			0.8
Interest and other financial charges	1.5		(0.2)		—			1.3
Debt extinguishment costs	0.5		—		—			0.5
Insurance losses, annuity benefits and other costs	2.6				—			2.6

Non-operating benefit costs (income)	(0.4)		0.3		0.1		(w)	(0.1)
Total costs and expenses	60.1		(31.5)		(0.1)			28.4


Other income	1.2		(0.4)		—			0.8

Earnings (loss) from continuing operations before income taxes	(0.8)		1.1		1.2			1.5

Benefit (provision) for income taxes	—		0.1		(0.2)		(y)	(0.2)
Earnings (loss) from continuing operations	(0.8)		1.2		1.0			1.3

Less net earnings (loss) attributable to noncontrolling interests	—		—		—			—
Preferred stock dividends and other	(0.3)		—		—			(0.3)
Net earnings (loss) from continuing operations attributable to common shareholders	$	(1.1)	$	1.2	$	1.0		$	1.1


Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share	$	(1.00)						$	0.96
Basic earnings (loss) per share	$	(1.00)						$	0.96

Average equivalent shares (in millions)
Diluted	1,096							1,101
Basic	1,096							1,096


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
For the year ended December 31, 2021 (In billions; per-share amounts in dollars)	As Reported		GE Vernova Separation(r)		Transaction Accounting Adjustments			Proforma
Sales of equipment	$	25.1	$	(18.3)	$	0.7	(s)	$	7.5
Sales of services	28.3		(15.2)		0.9		(s)	13.9
Insurance revenues	3.1		—		—			3.1
Total revenues	56.5		(33.5)		1.6			24.6


Cost of equipment sold	25.2		(18.0)		0.5		(s),(t)	7.6
Cost of services sold	18.2		(10.2)		0.8		(s)	8.8
Selling, general and administrative expenses	8.2		(4.8)		(0.1)		(s),(t)	3.3
Separation costs	—		—		—			—
Research and development	1.7		(1.0)		—			0.7
Interest and other financial charges	1.8		(0.2)		0.1		(s)	1.7
Debt extinguishment costs	6.5		—		—			6.5
Insurance losses, annuity benefits and other costs	2.2		—		—			2.2

Non-operating benefit costs (income)	1.1		(0.2)		0.1		(w)	1.0
Total costs and expenses	64.9		(34.5)		1.4			31.7


Other income	2.7		(0.4)		0.1		(s)	2.4

Earnings (loss) from continuing operations before income taxes	(5.7)		0.6		0.3			(4.7)

Benefit (provision) for income taxes	0.8		(0.1)		—		(y)	0.6
Earnings (loss) from continuing operations	(4.9)		0.5		0.3			(4.1)

Less net earnings (loss) attributable to noncontrolling interests	(0.1)		0.1		—			—
Preferred stock dividends and other	(0.2)		—		—			(0.2)
Net earnings (loss) from continuing operations attributable to common shareholders	$	(5.1)	$	0.4	$	0.3		$	(4.4)


Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share	$	(4.62)						$	(3.98)
Basic earnings (loss) per share	$	(4.62)						$	(3.98)

Average equivalent shares (in millions)
Diluted	1,098							1,098
Basic	1,098							1,098


(l)	Adjustment represents separation cost liabilities of $0.1 billion incurred by the Company that were attributable to GE Vernova.
(m)	Adjustment represents reclassification of deferred income of $0.2 billion and operating lease liabilities of $0.3 billion attributable to GE Aerospace from non-current liabilities to current liabilities.
(n)	Adjustment represents the reclassification of sales discounts and allowances from all other current liabilities to its own financial statement line item.
(o)	Adjustment reflects severance costs of $0.1 billion to be incurred by the Company related to the Separation.
(p)	Adjustment represents currency translation loss of $0.9 billion attributable to the GE Vernova business transferred to retained earnings.
(q)	Represents the effect of adjustments described in notes (b) through (p) on retained earnings.
(r)	Adjustments reflect the removal of revenues, costs and expenses and related taxes of GE Vernova.
(s)	Income statement adjustments primarily related to the reversal of intercompany eliminations for the sale of equipment and services from the Company to GE Vernova and the transfer of intercompany eliminations related to transactions between GE Vernova entities from the Company to GE Vernova as follows:
		($ in billions)	Year ended Dec. 31, 2023		Year ended Dec. 31, 2022		Year ended Dec. 31, 2021
		Sales of equipment	$ 0.5 $ 0.4 $ 0.0		$	0.4	$	0.7
		Sales of services	$	0.5	$	0.7	$	0.9
		Cost of equipment sold	$	0.5	$	0.4	$	0.7
		Cost of services sold	$	0.6	$	0.7	$	0.9
		Selling, general and administrative expenses	$	—	$	0.1	$	0.2
		Interest and other finance charges	$	—	$	—	$	0.1
		Other income	$	—	$	—	$	0.1
(t)	Adjustments primarily reflect restructuring cost incurred by the Company on behalf of GE Vernova as follows:
		($ in billions)	Year ended Dec. 31, 2023		Year ended Dec. 31, 2022		Year ended Dec. 31, 2021
		Cost of equipment sold	$	(0.1)	$	(0.2)	$	(0.2)
		Cost of services sold	$	(0.1)	$	(0.1)	$	—
		Selling, general and administrative expenses	$	(0.4)	$	(1.0)	$	(0.2)
		Other income	$	(0.1)	$	—	$	—
(u)	Adjustment represents $0.1 billion impairment of assets related to the Russia and Ukraine conflict transferred to GE Vernova.
(v)	Adjustment represents separation costs incurred by the Company that were attributable to GE Vernova.
(w)	Adjustment represents non-operating (costs) income for employee related obligations attributable to GE Vernova.
(x)	Adjustment primarily represents $0.1 billion of losses associated with renewable tax equity investments transferred by GE Vernova to the Company prior to Separation.
(y)	Adjustment represents the estimated income tax impact of the pro forma transaction accounting adjustments at the applicable statutory income tax rates in effect within the respective tax jurisdictions during the periods presented, tax aspects of global activities attributable to GE Vernova, and tax impact associated with renewable tax equity investments transferred by GE Vernova to the Company prior to separation.