filings.toolsGE Vernova 10-Q 2024-09-30
Filed 2024-10-23. 6 sections, 255K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 001-41966
GE Vernova Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 92-2646542 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| 58 Charles Street, | Cambridge, | MA | 02141 | |||||||||||
| (Address of principal executive offices) | (Zip Code) |
(617) 674-7555
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, par value $0.01 per share | GEV | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☑ | Smaller reporting company | ☐ | ||||||||
| 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 provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 275,652,970 shares of common stock with a par value of $0.01 per share outstanding at October 16, 2024.
TABLE OF CONTENTS
| Page | |||||||||||||||||
| Forward-Looking Statements | 3 | ||||||||||||||||
| About GE Vernova | 4 | ||||||||||||||||
| Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) | 4 | ||||||||||||||||
| Transition to Stand-Alone Company | 4 | ||||||||||||||||
| Disposition Activity | 4 | ||||||||||||||||
| Arbitration Refund | 5 | ||||||||||||||||
| Offshore Wind | 5 | ||||||||||||||||
| Results of Operations | 5 | ||||||||||||||||
| Segment Operations | 7 | ||||||||||||||||
| Other Information | 10 | ||||||||||||||||
| Capital Resources and Liquidity | 11 | ||||||||||||||||
| Recently Issued Accounting Pronouncements | 13 | ||||||||||||||||
| Critical Accounting Estimates | 13 | ||||||||||||||||
| Non-GAAP Financial Measures | 13 | ||||||||||||||||
| Controls and Procedures | 16 | ||||||||||||||||
| Legal Proceedings | 17 | ||||||||||||||||
| Financial Statements and Notes | 18 | ||||||||||||||||
| Consolidated and Combined Statement of Income (Loss) | 18 | ||||||||||||||||
| Consolidated and Combined Statement of Financial Position | 19 | ||||||||||||||||
| Consolidated and Combined Statement of Cash Flows | 20 | ||||||||||||||||
| Consolidated and Combined Statement of Comprehensive Income (Loss) | 21 | ||||||||||||||||
| Consolidated and Combined Statement of Changes in Equity | 22 | ||||||||||||||||
| Note | 1 | Organization and Basis of Presentation | 24 | ||||||||||||||
| Note | 2 | Summary of Significant Accounting Policies | 25 | ||||||||||||||
| Note | 3 | Dispositions and Businesses Held for Sale | 25 | ||||||||||||||
| Note | 4 | Current and Long-Term Receivables | 26 | ||||||||||||||
| Note | 5 | Inventories, Including Deferred Inventory Costs | 26 |
Showing the first 8K of 254K characters. Open the full section
Item 1A. Risk Factors (a)
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities None
Item 4. Mine Safety Disclosures None
Item 5. Other Information (b)
| Item 6. | | | | | | Exhibits | | | | | | 39 | | | | Signatures | | | | | | | | | | | | 40 | | |
(a) For a discussion of our risk factors, refer to "Risk Factors" included in the Information Statement dated March 8, 2024, which was attached as Exhibit 99.1 to a Current Report on Form 8-K furnished with the Securities and Exchange Commission on March 8, 2024.
(b) None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended September 30, 2024.
2024 3Q FORM 10-Q 39
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 thereunto duly authorized.
| October 23, 2024 | /s/ Matthew J. Potvin | |||||||
| Date | Matthew J. Potvin Vice President, Chief Accounting Officer and Controller Principal Accounting Officer |
2024 3Q FORM 10-Q 40