United States securities and exchange commission logo





                             November 21, 2023

       Scott Strazik
       Chief Executive Officer
       GE Vernova LLC
       58 Charles Street
       Cambridge, MA 02141

                                                        Re: GE Vernova LLC
                                                            Draft Registration
Statement on Form 10-12B
                                                            Submitted October
27, 2023
                                                            CIK No. 0001996810

       Dear Scott Strazik:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form 10-12B

       Exhibit 99.1   Preliminary Information Statement
       Questions and Answers About GE's Reasons for the Spin-Off, page iv

   1.                                                   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.
   2.                                                   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.
       Information Statement Summary, page 1

   3.                                                   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,
 Scott Strazik
GE Vernova LLC
November 21, 2023
Page 2
         if material, that you may have significant liabilities with respect to
your postretirement
         benefit plans as stated on page 40.
Summary Historical and Unaudited Pro Forma Condensed Combined Financial
Information,
page 17

4.       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. 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.
Risk Factors
Risks Relating to Operations and Supply Chain, page 21

5.       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.
Risks Relating to Macroeconomic and Geopolitical Growth, page 28

6.       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

7.     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 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
FirstName LastNameScott Strazik
       the extent of your current business operations in Russia and Ukraine,
and more fully
Comapany    NameGE
       describe        Vernova
                the impacts   andLLC
                                   related risks of the conflict on these
operations, including your
       assets,
November   21,employees,
               2023 Page 2cybersecurity, and reputation.
FirstName LastName
 Scott Strazik
FirstName  LastNameScott  Strazik
GE Vernova    LLC
Comapany 21,
November    NameGE
               2023 Vernova LLC
November
Page  3    21, 2023 Page 3
FirstName LastName
Following the Spin-Off, certain of our directors and employees may have actual
or potential
conflicts of interest. . . ., page 51

8.       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.
Risks Relating to Our Common Stock and the Securities Market, page 52

9.       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 Securities
Act or Exchange Act.
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, page
70

10.      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. 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 spin-
         off. Refer to Rule 11-02(a)(7)(ii)(C) of Regulation S-X.
Our Business
Power
Nuclear Power, page 98

11.      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.
Intellectual Property, page 114

12.      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
 Scott Strazik
FirstName  LastNameScott  Strazik
GE Vernova    LLC
Comapany 21,
November    NameGE
               2023 Vernova LLC
November
Page  4    21, 2023 Page 4
FirstName LastName
         expiration dates, the applicable jurisdictions where protected and
whether there are any
         contested proceedings or third-party claims.
Regulation, page 117

13.      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. Include estimated capital
expenditures for
         environmental control facilities, as required by Item 101(c)(2)(i) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Trends and Factors Impacting Our Performance, page 119

14.      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. 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.
Certain Relationships and Related Party Transactions
Tax Matters Agreement, page 169

15.      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.
Report of Independent Registered Public Accounting Firm, page F-2

16.      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 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.
Exhibits

17.      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
 Scott Strazik
GE Vernova LLC
November 21, 2023
Page 5
      intellectual property cross license agreement, credit facilities,
employment agreements and
      offer letters, U.S. executive severance plan, long-term incentive plan,
and various pension
      plans.
General

18.   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.
19.   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.
20.   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. Please also quantify the number and/or percentage of such
shares.
21.   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 forward-
      looking 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 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.
       Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Gregory Herbers at 202-551-8028 or Jennifer Angelini at 202-551-3047
with any other
questions.



                                                             Sincerely,
FirstName LastNameScott Strazik
                                                             Division of
Corporation Finance
Comapany NameGE Vernova LLC
                                                             Office of
Manufacturing
November 21, 2023 Page 5
cc:       Christodoulos Kaoutzanis
FirstName LastName