GEVGE Vernova

We note your disclosure on page 202 that your employees may participate in the GE Vernova Retirement Savings Plan and that you are registering your shares of common stock to be issued to these plan participants in this Form S-1. Please tell us why you are electing to use this Form S-1 instead of a Form S-8, or revise throughout. Please refer to Section 10 of Staff Legal Bulletin 4.

The Company acknowledges the Staff’s comment and believes that the disclosure on page 213 is accurate as it explains that GE Vernova employees may participate in the GE Vernova Retirement Savings Plan (“RSP”) on a going forward basis. However, the description on page 213 describes the treatment of account balances that were transferred to the RSP in connection with the spin-off, and this may include former employees of General Electric Company, the Company’s parent (“GE”). These individuals may elect to invest all or some of their RSP account balance in common stock of the Company.

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Based on CD&I 126.14, the Company does not believe that a

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Registration Statement on Form S-8, including in reliance on Section 10 of Staff Legal Bulletin 4, is available to register an investment by former GE employees of their RSP account balances in the Company’s common stock. The Company has provided further clarification by revising its disclosure on the cover page and pages 212 and 213.

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We note your disclosure on the cover page and Exhibit 107 that this Form S-1 covers “an indeterminate number of plan interests to be offered and sold under the GE Vernova Retirement Savings Plan.” Please tell us how this complies with Rule 416 of the Securities Act and Item 501 of Regulation S-K, or revise throughout.

The Company acknowledges the

Staff’s comment and has made revisions to the cover page and Exhibit 107 in response to the Staff’s comment and in compliance with Item 501(b)(2) of Regulation S-K. The Company respectfully advises the Staff that Rule 416 of the Securities Act does not apply to Form S-1. Read in the reply ↗

Please revise your Q&A to discuss the material consequences to stockholders if General Electric Company ("GE") waives any conditions and proceeds with the spin-off.

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Please revise to address any material changes in stockholder rights between the existing GE common stock and your common stock. If none, please include an affirmative statement to that effect.

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Please revise your summary to provide a more balanced discussion of your company and products. Balance the discussion of your market leadership and strengths with an equally prominent discussion of your weaknesses, including your history of operating losses and, if material, that you may have significant liabilities with respect to your postretirement benefit plans as stated on page 40.

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Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information,

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Refer to the table on page 18 of Non-GAAP financial measures. We note for your historical segment revenues, the amounts are slightly different than your consolidated amounts disclosed also in the segment footnote on page F-41. The difference appears to pertain to intersegmental revenue amounts that have been included on page 18, which are eliminated in consolidation.

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Please revise disclosures on pages 18 and 140 to first reconcile the historical segmental amounts to adjust for the segmental eliminations as included in the GAAP consolidated financial statements, when further reconciling to the non-GAAP financial measures of organic revenues.

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Please update your disclosure to identify actions planned or taken, if any, to mitigate inflationary and supply chain pressures and where possible quantify the impact to your business. To the extent material, disclose any disruptions you have experienced due to your reliance on sole suppliers.

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Please revise to describe the specific impacts that the COVID-19 pandemic has had on your business and results of operations to date, rather than presenting such risks as hypothetical, including quantification of amounts where possible. Our business . . . could be adversely affected by any negative impact . . . resulting from the ongoing conflict between Russia and Ukraine, page 30

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Please revise your disclosure to clearly describe the direct and/or indirect impact of Russia’s invasion of Ukraine on your business, rather than presenting these risks as generalized and potential. Consider any impact resulting from sanctions, limitations on obtaining relevant government approvals, currency exchange limitations, or import/export or capital controls; if the impact is not material, please explain

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why. Disclose any material impact of import or export bans on products or commodities used in your business or sold by you. Include the current and anticipated impact on your business, taking into account the availability of materials, cost of materials, costs and risks associated with transportation in your business, and the impact on margins and on your customers. Clarify the extent of your current business operations in Russia and Ukraine, and more fully describe the impacts and related risks of the conflict on these operations, including your assets, employees, cybersecurity, and reputation. Following the Spin-Off, certain of our directors and employees may have actual or potential conflicts of interest. . . ., page 51

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Please revise to disclose whether you currently have or expect to implement a policy and/or measures to address the potential conflicts of interest noted in your risk factor disclosure, and discuss the material risks to you and investors if disputes arise regarding such conflicts of interest.

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We note disclosure that your forum selection provision would not apply to Exchange Act claims, and that the U.S. federal district courts shall be the exclusive forum for Securities Act claims. Please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the

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Securities Act or Exchange Act.

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Refer to the Management Adjustments beginning on page 72. Please include a statement as to whether the pro forma financial information reflects all management adjustments that are, in the opinion of management, necessary to a fair statement of the pro forma financial information presented.

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Also disclose whether the management adjustments are considered to be reflective of synergies and any dis-synergies, as we note disclosure under Relationship with GE on page 121 that you will continue to monitor potential separation dis-synergies and you anticipate incurring certain one-time costs associated with creating your own capabilities. See Rule 11-02(a)(7)(i)(C) of Regulation S-X. Further, provide a note to the table on page 74 to disclose if the management adjustments will result in any change in the number of shares or potential common shares to be issued in the spinoff. Refer to Rule 11-02(a)(7)(ii)(C) of Regulation S-X.

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Please describe the material terms of your joint venture arrangements. Describe what obligations you have to your partners under these arrangements, the amount of control you have over day-to-day operations, the duration of the arrangements, and any other material terms.

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To the extent that you consider any of your patents material to your business, please disclose the specific products, product groups and technologies to which such patents relate, whether they are owned or licensed, the type of patent protection you have, the expiration dates, the applicable jurisdictions where protected and whether there are any contested proceedings or third-party claims.

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We note your disclosure that you are subject to many laws, regulations, and standards around the world, including those related to protecting the environment and public procurement laws. Please expand to briefly describe these laws and regulations and the material costs of complying with them.

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Include estimated capital expenditures for environmental control facilities, as required by Item 101(c)(2)(i) of Regulation S-K.

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We note that you have experienced supply chain disruptions. Please discuss whether supply chain disruptions materially affect your outlook or business goals. Specify whether these challenges have materially impacted your results of operations or capital resources and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted.

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Additionally revise to discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory approval of products.

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Please revise to disclose the expected duration of the limitations you will be subject to as a result of the tax matters agreement. Please quantify the scope of the indemnification obligations to GE or otherwise supplement your disclosure to provide stockholders with sufficient information to assess the materiality of these obligations.

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Please include an unrestricted report of independent registered public accounting firm in an amendment prior to effectiveness of the filing. In addition, the auditors' report and financial statements should respectively cover and include, audited balance sheets as of the two most recent fiscal years, along with statements of income (loss), comprehensive income (loss), changes in equity, and cash flows for the most

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recent three fiscal years. Also, ensure your MD&A discussion covers the three most recent fiscal years, as currently the discussion is based on two years.

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Please file material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to your registration statement, including those to be assigned to you or to which you will otherwise succeed following the spin-off. In this regard, we note references to your intellectual property cross license agreement, credit facilities, employment agreements and offer letters, U.S.

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executive severance plan, long-term incentive plan, and various pension plans.

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The cross-reference sheet between the Information Statement and items of Form 10 omits a number of sections of the Information Statement. Please revise to specifically incorporate by reference the questions and answers, our industry, and U.S. federal income tax sections.

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References to “Our ability to maintain our investment grade ratings” imply that you have already received credit ratings, yet disclosure on page 24 indicates that “Our credit risk is expected to be evaluated by the major independent rating agencies.” Please revise to reconcile this apparent inconsistency.

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We note disclosure regarding GE’s reverse stock split that indicates holders of GE share certificates representing pre-split shares will not receive shares in the spin-off until they exchange their certificates. Please revise to discuss how your shares will be held on behalf of such holders and how they will be treated, for instance with respect to voting and dividends.

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Please also quantify the number and/or percentage of such shares.

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We note the reference on page 73 to “forward-looking information that is subject to the safe harbor protections of the Exchange Act.” Please note that the safe harbor for forwardlooking statements provided by the Private Securities Litigation Reform Act of 1995 (PSLRA) applies to issuers that are subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 at the

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time the statements are made. Please revise to remove the implication that the statements made in your registration statement are within the protection of the PSLRA or tell us why you believe that the safe harbor is available to you.

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Please revise your disclosure to more fully discuss the obligations described under this heading, including the following: • Discuss the extent to which you have arranged for the termination or replacement of GE and its subsidiaries from (i) parent company guarantees, surety bonds, letters of credit, or similar instruments of credit support and (ii) certain categories of contracts (including certain customer

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contracts) as of the date of the information statement. • More fully describe the contracts identified in item (ii) above and the obligations of GE and its subsidiaries in relation thereto. • Explain your related indemnification obligations, including quantification or otherwise providing sufficient information to allow stockholders to assess the materiality of these obligations. • Include a separate risk factor assessing material related risks, including whether and how these obligations may affect your operations, business plans, and/or ability to obtain and maintain investment grade ratings.

to the Staff’s comment, the Company has revised the disclosure on pages 55, 56, 77, 144, 187, and 188 of the Registration Statement. The Company also respectfully advises the Staff that it has evaluated the impact of its indemnification obligations and concluded that such indemnification obligations are excluded from the scope of Accounting Standards

Codification 460 as they are a guarantee or an indemnification of our own future performance under ASC 460-10-15-7(i). Read in the reply ↗

Refer to the description of pro forma adjustment (a). Disclose whether you expect the net cash contribution from GE to be in the range of $2.0 billion, as we note this is the difference between your historical cash balance and the pro forma cash balance.

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Also, regarding the planned sale of a portion of your Steam business to EDF, disclose whether or not this will be treated as discontinued operations and whether you expect a material gain or loss from the sale. To the extent this is not a strategic shift in your business operations, so state, as we note this appears to be the sale of your nuclear steam turbine business that is included in the category of Steam Power within your Power reportable segment.

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Staff’s comments, the Company will adjust the description of pro forma adjustment (a) as follows:

(a) Historically, we participated in cash pooling and other financing arrangements with GE to manage liquidity and fund our operations and, upon completion of this Spin-Off, we will no longer participate in these arrangements.

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In connection with the Spin-Off, we expect to either receive a net cash contribution from GE to be used for our future operations or to make a cash distribution to GE such that our cash balance on the date of the completion of the Spin-Off will be approximately

$4.2 billion, of which $603 million is reported in Assets of business held for sale as of December 31, 2023 related to the planned sale of a portion of our Steam business to Electricité de France S.A. (“EDF”). Based on the December 31, 2023 cash balance of approximately $2.2 billion, consisting of (1) cash, cash equivalents and restricted cash of approximately $1.6 billion and

(2) approximately $0.6 billion reported in Assets of business held for sale as of December 31, 2023 related to the planned sale of a portion of our Steam business to EDF, a net cash contribution to us from GE of approximately $2.0 billion would be required. This net cash contribution from GE would be comprised of approximately

$1.7 billion as described in this adjustment (a) and approximately $0.3 billion as described in adjustment (b). This amount, however, will be finalized based on the performance of GE Vernova in the first quarter of 2024, so that the cash balance expected at the time of the Spin-Off will be approximately $4.2 billion. At the time of sale, a portion of the cash consideration that we will receive from EDF will compensate us for the amount of cash recorded in Assets of business held for sale. The planned sale of a portion of our Steam business to EDF is not a strategic shift as described in ASC 205, and therefore has not been and will not be presented in the future as discontinued operations.

In response to the Staff’s comments, the Company will also make conforming changes on pages 19 and 69 of the Information Statement.

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We note references to various pension plans and to a $3.0 billion committed credit facility and $3.0 billion committed trade finance agreement into which you intend to enter. Please file these as exhibits to your registration statement, or provide your analysis as to why you believe these are not required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

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We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

the Staff’s comment and respectfully advises the Staff that the Company filed the GE Energy Supplementary Pension Plan and the GE

Energy Excess Benefits Plan, as Exhibit 10.16 and Exhibit 10.17 to Amendment No. 2 of the Registration Statement, respectively, in accordance with Item 601(b)(10) of Regulation S-K.

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The Company further advises that pursuant to Item 601(b)(10)(iii)(C)(4), the Company does not intend on filing the remainder of its pension plans as they are available to employees, officers or directors generally and in operation provide for the same method of allocation of benefits between management and nonmanagement participants.

Additionally, the

Company agrees that once executed, the referenced credit facility agreement and committed trade finance agreement into which it expects to enter will be material agreements that are required to be filed pursuant to Item 601(b)(10) of Regulation S-K. However, these agreements will not be executed prior to the effectiveness date of the Registration Statement. As a result, the Company intends to file these agreements in due course pursuant to the rules and regulations of the Securities and Exchange Act of 1934.

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