GE Vernova GEV Form 10-Q filing Q1 FY2025

About GE Vernova 4 Part I 5 Item 1. Financial Statements and Supplementary Data 5 Consolidated and Combined Statement of Income (Loss) 5 Consolidated and Combined Statement of Financial Position 6 Consolidated and Combined Statement of Cash Flows 7 Consolidated and Combined Statement of Comprehensive Income (Loss) 8 Consolidated and Combined Statement of Changes in Equity 9 Note 1 Organization and Basis of Presentation 10 Note 2 Summary of Significant Accounting Policies 10 Note 3 Current and Long-Term Receivables 11 Note 4 Inventories, Including Deferred Inventory Costs 11 Note 5 Property, Plant, and Equipment 11 Note 6 Leases 11 Note 7 Goodwill and Other Intangible Assets 12 Note 8 Contract and Other Deferred Assets & Contract Liabilities and Deferred Income 12 Note 9 Current and All Other Assets 13 Note 10 Equity Method Investments 13 Note 11 Accounts Payable and Equipment Project Payables 13 Note 12 Postretirement Benefit Plans 13 Note 13 Current and All Other Liabilities 14 Note 14 Income Taxes 14 Note 15 Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock 14 Note 16 Earnings Per Share Information 15 Note 17 Other Income (Expense) – Net 15 Note 18 Financial Instruments 15 Note 19 Variable Interest Entities (VIEs) 17 Note 20 Commitments, Guarantees, Product Warranties, and Other Loss Contingencies 17 Note 21 Restructuring Charges and Separation Costs 18 Note 22 Segment Information 19 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 30 Item 4. Controls and Procedures 30 Part II 31 Item 1. Legal Proceedings 31 Item 1A. Risk Factors 31 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31 Item 3. Defaults Upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31

Item 6. Exhibits 32 Signatures 33

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PART I

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization. On April 2, 2024, General Electric Company, which now operates as GE Aerospace (GE or Parent) completed the previously

announced spin-off (the Spin-Off) of GE Vernova Inc. (the Company, GE Vernova, our, we, or us). See Note 1 and Note 24 in the Notes to

our audited consolidated and combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31,

2024 for further information. Our common stock is listed under the symbol "GEV" on the New York Stock Exchange.

GE Vernova is a global leader in the electric power industry, with products and services that generate, transfer, orchestrate, convert, and

store electricity. We design, manufacture, deliver, and service technologies to create a more reliable and sustainable electric power system,

enabling electrification and decarbonization, underpinning the progress and prosperity of the communities we serve. We report our financial

results across three business segments:

• Our Power segment includes design, manufacture, and servicing of gas, nuclear, hydro, and steam technologies, providing a

critical foundation of dispatchable, flexible, stable, and reliable power.

• Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades.
• Our Electrification segment includes grid solutions, power conversion and storage, and electrification software technologies

required for the transmission, distribution, conversion, storage, and orchestration of electricity from point of generation to point of

consumption. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our

Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information

presented within this report conforms to the new business unit structure within the Electrification segment.

Basis of Presentation. For periods prior to the Spin-Off, the unaudited combined financial statements have been derived from the

consolidated financial statements and accounting records of GE, including the historical cost basis of assets and liabilities comprising the

Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company,

using the historical accounting policies applied by GE. The unaudited combined financial statements do not purport to reflect what the

results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate,

stand-alone entity during the periods prior to the Spin-Off.

We have prepared the accompanying unaudited consolidated and combined financial statements pursuant to the rules and regulations of

the Securities and Exchange Commission (SEC) applicable to interim financial statements. Accordingly, certain information related to our

significant accounting policies and note disclosures normally included in financial statements prepared in accordance with U.S. generally

accepted accounting principles (U.S. GAAP) have been condensed or omitted. These unaudited consolidated and combined financial

statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to

fairly state, in all material respects, our financial position, results of operations, and cash flows for the periods presented. These unaudited

consolidated and combined financial statements should be read in conjunction with our audited consolidated and combined financial

statements, corresponding notes, and significant accounting policies in our Annual Report on Form 10-K for the fiscal year ended

December 31, 2024. We have reclassified certain prior year amounts to conform to the current year’s presentation. The information

presented in tables throughout the notes is presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not

add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in millions.

All intercompany balances and transactions within the Company have been eliminated in the consolidated and combined financial

statements. Transactions between the Company and GE have been included in these consolidated and combined financial statements.

Certain financing transactions with GE are deemed to have been settled immediately through Net parent investment in the Consolidated

and Combined Statement of Financial Position and are accounted for as a financing activity in the Consolidated and Combined Statement

of Cash Flows as Transfers from (to) Parent. Within the caption Increase (decrease) in accounts payable and equipment project payables

in our Consolidated and Combined Statement of Cash Flows, the increase (decrease) in due to related parties, which primarily included

transactions with GE, in the three months ended March 31, 2024, was $(365) million.

For periods prior to the Spin-Off, the Consolidated and Combined Statement of Financial Position reflects all of the assets and liabilities of

GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity.

Net parent investment represents GE’s historical investment in the Company and includes accumulated net income and losses attributable

to the Company, and the net effect of transactions with GE and its subsidiaries.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates and Assumptions. The preparation of the consolidated and combined financial statements in conformity with U.S. GAAP

requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market

conditions which affect reported amounts and related disclosures in the consolidated and combined financial statements. We believe these

assumptions to be reasonable under the circumstances, and although our current estimates contemplate current and expected future

conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our

results of operations, financial position, and cash flows.

Estimates are used for, but are not limited to, determining revenues from contracts with customers, recoverability of inventory, long-lived

assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and

related valuation allowances, accruals for contingencies including legal, indemnifications, product warranties, and environmental, actuarial

assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation of

derivatives, and valuation of assets acquired and liabilities assumed as a result of acquisitions.

For further information on our significant accounting policies, please refer to our Annual Report on Form 10-K for the fiscal year ended

December 31, 2024.

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NOTE 3. CURRENT AND LONG-TERM RECEIVABLES

Activity in the allowance for credit losses related to current receivables for the three months ended March 31, 2025 and 2024 consists of

the following:

Sales of customer receivables. From time to time, the Company sells current or long-term receivables to third parties in response to

customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer

receivables to third parties and subsequently collected $373 million and $221 million in the three months ended March 31, 2025 and 2024,

respectively. Transactions under these arrangements are accounted for as sales, and the sold receivables are removed from the

Company's balance sheet. The Company maintains no continuing involvement with respect to the receivables being transferred.

NOTE 4. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS

(a) Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and

overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for

revenue recognition have not yet been met.

NOTE 5. PROPERTY, PLANT, AND EQUIPMENT

Depreciation and amortization related to property, plant, and equipment was $149 million and $188 million in the three months ended

March 31, 2025 and 2024, respectively.

NOTE 6. LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Consolidated and

Combined Statement of Financial Position, were $746 million and $725 million as of March 31, 2025 and December 31, 2024, respectively.

Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was $45 million and $76 million for three months

ended March 31, 2025 and 2024, respectively. Our finance lease liabilities, included in All other current liabilities and All other liabilities in

our Consolidated and Combined Statement of Financial Position, were $267 million and $266 million as of March 31, 2025 and December

31, 2024, respectively.

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NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or

circumstances between annual impairment testing dates. In the first quarter of 2025, we did not identify any reporting units that required an

interim impairment test.

Intangible assets. All intangible assets are subject to amortization. Intangible assets decreased $40 million during the three months ended

March 31, 2025, primarily as a result of amortization. Amortization expense was $56 million and $63 million in the three months ended

March 31, 2025 and 2024, respectively.

NOTE 8. CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME

Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily

represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing

of customers’ installed base.

Contract and other deferred assets increased $370 million in the three months ended March 31, 2025 primarily due to the timing of revenue

recognition ahead of billing milestones on equipment and other service agreements. Contract liabilities and deferred income increased

$1,107 million in the three months ended March 31, 2025 primarily due to new collections received in excess of revenue recognition at

Power and Electrification, partially offset by revenue recognition in excess of collections at Wind. Net contractual service agreements

increased primarily due to revenues recognized of $1,261 million and net favorable changes in estimated profitability of $29 million, partially

offset by billings of $1,249 million.

Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $3,601 million and $2,747

million for the three months ended March 31, 2025 and 2024, respectively.

(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental

fixed or usage-based fees from servicing the equipment under contractual service agreements.

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Remaining Performance Obligation (RPO). As of March 31, 2025, the aggregate amount of the contracted revenues allocated to our

unsatisfied (or partially unsatisfied) performance obligations were $123,438 million. We expect to recognize revenue as we satisfy our

remaining performance obligations as follows:

(1) Equipment-related RPO of $45,478 million of which 45%, 71%, and 91% is expected to be recognized within 1, 2, and 5 years,

respectively, and the remaining thereafter.

(2) Services-related RPO of $77,959 million of which 18%, 53%, 78%, and 91% is expected to be recognized within 1, 5, 10, and 15

years, respectively, and the remaining thereafter.

Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related RPO.

NOTE 9. CURRENT AND ALL OTHER ASSETS. All other current assets primarily include prepaid taxes and deferred charges and

derivative instruments (see Note 18). All other current assets decreased $67 million for the three months ended March 31, 2025. All other

assets primarily include pension surplus, long-term receivables (see Note 3), taxes receivable, and prepaid taxes and deferred charges. All

other assets increased $213 million in the three months ended March 31, 2025 primarily due to increases in long-term receivables and

pension assets.

NOTE 10. EQUITY METHOD INVESTMENTS

(a) Includes Aero Alliance, our joint venture with Baker Hughes Company, that supports our customers through the fulfillment of

aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were

$126 million and $151 million for the three months ended March 31, 2025 and 2024, respectively. The Company owed Aero Alliance

$52 million and $24 million as of March 31, 2025 and December 31, 2024, respectively. These amounts have been recorded in

Accounts payable and equipment project payables on the Consolidated and Combined Statement of Financial Position.

(b) Includes China XD Electric Co., Ltd., which is publicly traded on the Shanghai Stock Exchange, with a market value of $468 million as of

March 31, 2025 based on the quoted market value. While the Company holds over a 10.0% ownership interest, we account for the

investment under the equity method given our participation on the investee’s board of directors. In the first quarter of 2025, we sold a

portion of our shares, decreasing our ownership percentage in the investee by approximately 2.0%.

NOTE 11. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES

We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE

Vernova receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through

these third-party programs were $1,258 million and $779 million for the three months ended March 31, 2025 and 2024, respectively.

NOTE 12. POSTRETIREMENT BENEFIT PLANS. GE Vernova sponsored plans, including those allocated to GE Vernova in

connection with the Spin-Off, are presented in three categories: principal pension plans, other pension plans, and principal retiree benefit

plans. See Note 13 in the Notes in our audited consolidated and combined financial statements in our Annual Report on Form 10-K for the

fiscal year ended December 31, 2024 for further information.

The components of benefit plans cost (income) other than the service cost are included in the caption Non-operating benefit income in our

Consolidated and Combined Statement of Income (Loss).

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Defined Contribution Plan. GE Vernova sponsors a defined contribution plan for its eligible U.S. employees that is similar to the

corresponding GE-sponsored defined contribution plan that was in effect prior to the Spin-Off. Expenses associated with their participation

in GE Vernova's plan beginning on April 2, 2024 and in GE's plan through April 1, 2024 represent the employer contributions for GE

Vernova employees and were $36 million and $35 million for the three months ended March 31, 2025 and 2024, respectively.

NOTE 13. CURRENT AND ALL OTHER LIABILITIES. All other current liabilities primarily include liabilities related to employee

compensation and benefits, equipment projects and other commercial liabilities, product warranties (see Note 20), liabilities related to

business disposition activities, and restructuring liabilities (see Note 21). All other current liabilities increased $51 million in the three months

ended March 31, 2025. All other liabilities primarily include liabilities related to uncertain and other income taxes, product warranties (see

Note 20), legal liabilities (see Note 20), asset retirement obligations (see Note 20), operating lease liabilities (see Note 6), equipment

projects and other commercial liabilities, and indemnifications in connection with the Spin-Off (see Note 20). All other liabilities increased

$61 million in the three months ended March 31, 2025.

NOTE 14. INCOME TAXES. The Company’s income tax provision through March 31, 2024 was prepared based on a separate return

basis. Following the Spin-off, the Company's income tax provision is prepared on a stand-alone basis.

We recorded income tax expense on pre-tax income with an effective tax rate of 20.5% for the three months ended March 31, 2025. The

effective tax rate was lower than the U.S. statutory rate of 21% primarily due to an income tax benefit from stock-based compensation,

mostly offset by losses providing no tax benefit in certain jurisdictions.

We recorded an income tax expense on a pre-tax loss in the three months ended March 31, 2024 due to taxes in profitable jurisdictions

and losses providing no tax benefit in other jurisdictions.

The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits (Pillar Two)

and many countries have incorporated Pillar Two model rule concepts into their domestic laws. Although the model rules provide a

framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines

and may adjust domestic tax incentives in response to Pillar Two. We incurred insignificant tax expenses in connection with Pillar Two in

the three months ended March 31, 2025.

Based on our assessment of the realizability of our deferred tax assets as of March 31, 2025, we continue to maintain valuation

allowances against our deferred tax assets in the U.S. and certain foreign jurisdictions, primarily due to cumulative losses in those

jurisdictions. Given the current year profit and anticipated future profitability in the U.S., it is reasonably possible that the continued

improvement in our U.S. operations could result in the positive evidence necessary to warrant the release of a significant portion of our U.S.

valuation allowance as early as the second half of 2025. A release of the valuation allowance would result in the recognition of certain U.S.

deferred tax assets and a corresponding benefit in our provision for income taxes in the period the release occurs.

NOTE 15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) AND COMMON STOCK

(a) Currency translation adjustment includes $39 million of AOCI allocated to us in connection with the Spin-Off.

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Common Stock. On April 2, 2024, the Company began trading as an independent, publicly traded company under the stock symbol “GEV”

on the New York Stock Exchange. On April 2, 2024, there were 274,085,523 shares of GE Vernova common stock outstanding. On March

31, 2025, there were 272,934,744 shares of GE Vernova common stock outstanding. On December 10, 2024, we announced that the

Board of Directors had authorized up to $6 billion of common stock repurchases. In connection with this authorization, we repurchased 4

million shares for $1,204 million during the three months ended March 31, 2025, excluding commission fees and excise taxes.

NOTE 16. EARNINGS PER SHARE INFORMATION. On April 2, 2024, there were approximately 274 million shares of GE Vernova

common stock outstanding. The computation of basic and diluted earnings (loss) per common share for all periods through April 1, 2024

was calculated using 274 million common shares and is net of Net loss (income) attributable to noncontrolling interests. For periods prior to

the Spin-Off, there were no dilutive equity instruments as there were no equity awards of GE Vernova outstanding prior to the Spin-Off. The

dilutive effect of outstanding stock options, restricted stock units, and performance share units is reflected in the denominator for diluted

EPS using the treasury stock method.

(a) Diluted earnings (loss) per share excludes certain shares issuable under share-based compensation plans because the effect would

have been antidilutive.

NOTE 17. OTHER INCOME (EXPENSE) – NET

(a)Includes financial interest related to our normal business operations primarily with customers.

NOTE 18. FINANCIAL INSTRUMENTS

Loans and Other Receivables. The Company’s financial assets not carried at fair value primarily consist of loan receivables and

noncurrent customer and other receivables. The net carrying amount was $325 million and $318 million as of March 31, 2025 and

December 31, 2024, respectively. The estimated fair value was $321 million and $315 million as of March 31, 2025 and December 31,

2024, respectively. All of these assets are considered to be Level 3.

Derivatives and Hedging. Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility

associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These

hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The

Company does not enter into or hold derivative instruments for speculative trading purposes.

We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities.

These contracts are generally one to 12 months in duration but with maximum remaining maturities of up to 15 years as of March 31, 2025.

Cash Flow Hedges. The total amount in AOCI related to cash flow hedges was a net $54 million gain and a net $33 million gain as of

March 31, 2025 and December 31, 2024, respectively, of which a net $26 million gain and a net $22 million gain, respectively, related to our

share of AOCI recognized at our non-consolidated joint ventures. We expect to reclassify $38 million of pre-tax net losses associated with

designated cash flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted

transactions. The Company reclassified net gains (losses) from AOCI into earnings of $(9) million and $(13) million for the three months

ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the maximum length of time over which we are hedging forecasted

transactions was approximately 10 years.

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Net Investment Hedges. We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging

relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non

USD-functional subsidiaries and equity method investees. The total amount in AOCI related to net investment hedges was a net gain of

$31 million and $33 million as of March 31, 2025 and December 31, 2024, respectively.

The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:

GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS

(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts

include fair value adjustments related to our own and counterparty non-performance risk.

(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts

include fair value adjustments related to our own and counterparty non-performance risk.

PRE-TAX GAINS (LOSSES) RECOGNIZED IN AOCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES

The tables below show the effect of our derivative financial instruments in the Consolidated and Combined Statement of Income (Loss):

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The amount excluded for cash flow hedges was a gain (loss) of $8 million and $1 million for the three months ended March 31, 2025 and

2024, respectively. This amount is recognized in Sales of equipment, Sales of services, Cost of equipment, and Cost of services in our

Consolidated and Combined Statement of Income (Loss).

NOTE 19. VARIABLE INTEREST ENTITIES (VIEs). In our Consolidated and Combined Statement of Financial Position, we have

assets of $112 million and $111 million and liabilities of $140 million and $134 million as of March 31, 2025 and December 31, 2024,

respectively, from consolidated VIEs. These entities were created to manage our insurance exposure through an insurance captive and to

help our customers facilitate or finance the purchase of GE Vernova equipment and services, and have no features that could expose us to

losses that would significantly exceed the difference between the consolidated assets and liabilities.

Our investments in unconsolidated VIEs were $89 million and $90 million as of March 31, 2025 and December 31, 2024, respectively. Of

these investments, $35 million and $37 million as of March 31, 2025 and December 31, 2024, respectively, were owned by our Financial

Services business. Our maximum exposure to loss in respect of unconsolidated VIEs is increased by our commitments to make additional

investments in these entities described in Note 20.

NOTE 20. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES

Commitments. We had total investment commitments of $7 million and unfunded lending commitments of $95 million at March 31, 2025.

The commitments primarily consist of obligations to make investments or provide funding by our Gas Power and Financial Services

businesses. See Note 19 for further information.

Guarantees. As of March 31, 2025, we were committed under the following guarantee arrangements:

Credit support. We have provided $571 million of credit support on behalf of certain customers or associated companies, predominantly

joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to

support our consolidated subsidiaries. The liability for such credit support was $6 million.

Indemnification agreements. We have $952 million of indemnification commitments, including obligations arising from the Spin-Off, our

commercial contracts, and agreements governing the sale of business assets, for which we recorded a liability of $569 million. The liability

is primarily associated with cash and deposits, of which $325 million relates to cash transferred to the Company from GE as part of the

Spin-Off that is restricted in connection with certain legal matters related to legacy GE operations. The liability reflects the use of these

funds to settle any associated obligations and the return of any remaining cash to GE in a future reporting period once resolved. In addition,

the liability includes $149 million of indemnifications in connection with agreements entered into with GE related to the Spin-Off, including

the Tax Matters Agreement.

Product Warranties. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates

are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts

provided. The liability for product warranties was $1,405 million and $1,370 million as of March 31, 2025 and December 31, 2024,

respectively.

Credit Facilities. We have $6,000 million of credit facilities consisting of (i) a five-year unsecured revolving credit facility in an aggregate

committed amount of $3,000 million and (ii) a standby letter of credit and bank guarantee facility in an aggregate committed amount of

$3,000 million. For further information, see Note 22 in the Notes to our consolidated and combined financial statements in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2024. Fees related to the unused portion of the facilities were insignificant in

the three months ended March 31, 2025.

Legal Matters. In the normal course of our business, we are involved from time to time in various arbitrations, class actions, commercial

litigation, investigations, and other legal, regulatory, or governmental actions, including the significant matters described below that could

have a material impact on our results of operations. In many proceedings, including the specific matters described below, it is inherently

difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and

accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the

nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of

loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the

damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other

parties, and other factors that may have a material effect on the outcome. For these matters, unless otherwise specified, we do not believe

it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many

years, during which time relevant developments and new information must be continuously evaluated.

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Alstom Legacy Legal Matters. In November 2015, we acquired the power and grid businesses of Alstom, which prior to the acquisition

was the subject of significant cases involving anti-competitive activities and improper payments. The estimated liability balance was $235

million and $236 million at March 31, 2025 and December 31, 2024, respectively, for legal and compliance matters related to the legacy

business practices that were the subject of cases in various jurisdictions. Allegations in these cases relate to claimed anti-competitive

conduct or improper payments in the pre-acquisition period as the source of legal violations or damages. Given the significant litigation and

compliance activity related to these matters and our ongoing efforts to resolve them, it is difficult to assess whether the disbursements will

ultimately be consistent with the estimated liability established. The estimation of this liability may not reflect the full range of uncertainties

and unpredictable outcomes inherent in litigation and investigations of this nature, and at this time we are unable to develop a meaningful

estimate of the range of reasonably possible additional losses beyond the amount of this estimated liability. Factors that can affect the

ultimate amount of losses associated with these and related matters include formulas for determining disgorgement, fines and/or penalties,

the duration and amount of legal and investigative resources applied, political and social influences within each jurisdiction, and tax

consequences of any settlements or previous deductions, among other considerations. Actual losses arising from claims in these and

related matters could exceed the amount provided.

Environmental and Asset Retirement Obligations. Our operations involve the use, disposal, and cleanup of substances regulated under

environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental

remediation activities and may incur additional liabilities in connection with previously remediated sites. Additionally, like many other

industrial companies, we and our subsidiaries are defendants in various lawsuits related to alleged worker exposure to asbestos or other

hazardous materials. Liabilities for environmental remediation, nuclear decommissioning, and worker exposure claims exclude possible

insurance recoveries.

It is reasonably possible that our exposure will exceed amounts accrued. However, due to uncertainties about the status of laws,

regulations, technology, and information related to individual sites and lawsuits, such amounts are not reasonably estimable. Our reserves

related to environmental remediation and worker exposure claims recorded in All other liabilities were $139 million and $138 million as of

March 31, 2025 and December 31, 2024, respectively.

We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the

obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent nuclear decommissioning, legal

obligations to return leased premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is

measured at the present value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs

are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. Our asset

retirement obligations were $525 million and $622 million as of March 31, 2025 and December 31, 2024, respectively, and are recorded in

All other current liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position. Of these amounts,

$440 million and $546 million were related to nuclear decommissioning obligations. The decrease in the liability balance was primarily due

to a settlement of a nuclear decommissioning obligation during the three months ended March 31, 2025.

NOTE 21. RESTRUCTURING CHARGES AND SEPARATION COSTS

Restructuring and Other Charges. The Company has undertaken or committed to various restructuring initiatives, including workforce

reductions and the consolidation of manufacturing and service facilities. Restructuring and other charges primarily include employee-related

termination benefits associated with workforce reductions, facility exit costs, asset write-downs, and cease-use costs. We expect the

majority of costs to be incurred within two years of the commitment of a restructuring initiative.

This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in

our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal

and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note 22 for further information.

(a) Includes $28 million and $68 million, for the three months ended March 31, 2025 and 2024, respectively, primarily of non-cash

impairment, accelerated depreciation, and other charges not reflected in the liability table below.

Liabilities associated with restructuring activities were primarily related to workforce reductions, and were recorded in All other current

liabilities, All other liabilities, and Non-current compensation and benefits.

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Total restructuring and other charges incurred for the three months ended March 31, 2025 and 2024 primarily relate to programs to simplify

the organizational structure of, reduce operating costs in, and to right-size the Wind business.

Separation Costs. In connection with the Spin-Off, the Company recognized separation costs of $45 million for the three months ended

March 31, 2025 in our Consolidated and Combined Statement of Income (Loss). Separation costs include system implementations,

advisory fees, one-time stock option grant, and other one-time costs, which are primarily recorded in Selling, general, and administrative

costs.

NOTE 22. SEGMENT INFORMATION. Operating segments include components of an enterprise about which separate financial

information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (CODM) for the purpose of assessing

performance and allocating resources. The Company’s CODM is its Chief Executive Officer (CEO). Our operating activities are managed

through three segments: Power, Wind, and Electrification. These segments have been identified based on the nature of the products and

services sold and how the Company manages its operations.

The performance of these segments is principally measured based on revenues and segment EBITDA. Segment EBITDA is determined

based on the performance measures used by our CEO to assess the performance of each business in a given period. In connection with

that assessment, the CEO may exclude matters, such as charges for impairments, significant higher-cost restructuring programs,

manufacturing footprint rationalization and other similar expenses, acquisition costs and other related charges, certain gains and losses

from acquisitions or dispositions, and certain other non-operational items.

Consistent accounting policies have been applied by all segments for all reporting periods. See Note 1 for a description of our reportable

segments.

2025 1Q FORM 10-Q 20

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown.

(b) Excludes depreciation and amortization expenses.

(c) Primarily includes equity method investment income and other interest and investment income.

(a) Includes interest expense (income) of zero and $10 million and benefit (provision) for income taxes of $(2) million and $54 million for the

three months ended March 31, 2025 and 2024, respectively, related to our Financial Services business which, because of the nature of

its investments, is measured on an after-tax basis.

(b) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant,

and other one-time costs.

(c) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences

included in Equity method investment income (loss) which is part of Other income (expense) - net.

(d) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business

operations primarily with customers.

(a)We classify deferred tax assets as "Other" for purposes of this disclosure.

2025 1Q FORM 10-Q 21

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction

with our consolidated and combined financial statements, which are prepared in conformity with U.S. generally accepted accounting

principles (GAAP), and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and

analysis provides information that management believes to be relevant to understanding the financial condition and results of operations of

the Company for the three months ended March 31, 2025 and 2024. The below discussion should be read alongside Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined

financial statements and corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Unless

otherwise noted, tables are presented in U.S. dollars in millions, except for per-share amounts which are presented in U.S. dollars. Certain

columns and rows within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from

the underlying numbers in millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding

period in the prior year.

In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial

data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP

financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most

directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."

Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates

as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to our audited consolidated and

combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Tariffs. During April 2025, the United States and other countries imposed global tariffs. These tariffs and any future tariffs will result in

additional costs to us. The current total estimated cost impact from the global tariffs as outlined is approximately $300 million to $400 million

in 2025, after taking into consideration contractual protections and mitigating actions. The actual impact of the tariffs may be significantly

different than our current estimate. Our estimate is subject to several factors including the amount, duration, scope and nature of the tariffs,

countermeasures that countries take, mitigating or other actions we take, and contractual implications.

Power Conversion & Storage. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our

Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented

within this report conforms to the new business unit structure within the Electrification segment.

TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a number of

factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.

Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like

decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions.

These trends, along with the growing focus on the digitization and sustainability of the electricity infrastructure, drive growth across each of

our business segments. We believe that our industry-defining technologies and commitment to innovation position us well to capitalize on

these long-term trends:

• Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet

forecasted energy demand growth arising from population and global economic growth.

• Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and

efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.

• Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon

energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient and affordable

system.

• Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have

increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of

energy sources.

• Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the

need to update aging infrastructure with new grid integration and automation solutions.

• Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and

subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory

changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.

• Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and

deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic

initiatives.

RESULTS OF OPERATIONS

Summary of Results. RPO was $123.4 billion and $116.3 billion as of March 31, 2025 and 2024, respectively. For the three months ended

March 31, 2025, total revenues were $8.0 billion, an increase of $0.8 billion for the quarter. Net income (loss) was $0.3 billion, an increase

of $0.4 billion in net income for the quarter, and net income (loss) margin was 3.3%. Diluted earnings (loss) per share was $0.91 for the

three months ended March 31, 2025, an increase in diluted earnings per share of $1.38 for the quarter. Cash flows from (used for)

operating activities were $1.2 billion and $(0.4) billion for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025, Adjusted EBITDA* was $0.5 billion, an increase of $0.3 billion. Free cash flow* was $1.0

billion and $(0.7) billion for the three months ended March 31, 2025 and 2024, respectively.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 22

RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase

order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the

estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period,

excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for

time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and

other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a

substantive penalty. See Note 8 in the Notes to the consolidated and combined financial statements for further information.

As of March 31, 2025, RPO increased $4.4 billion (4%) from December 31, 2024, primarily at Power, due to increases at Gas Power due

to Heavy-Duty Gas Turbine equipment and contractual services, and increases at Steam Power services and Hydro Power equipment; at

Electrification, primarily due to demand for switchgear and transformers at Grid Solutions; partially offset at Wind, due to a decrease in

orders at Onshore Wind, and at Offshore Wind as we continue to execute on our contracts. RPO increased $7.1 billion (6%) from March

31, 2024, primarily at Electrification, due to demand for high-voltage direct current solutions and switchgear at Grid Solutions; at Power,

primarily due to Gas Power, driven by increases in services and equipment, and increases in Hydro Power equipment, partially offset by a

reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to Electricité de France S.A. (EDF)

which was completed in the second quarter of 2024; partially offset at Wind, due to decreases at Offshore Wind as we continue to execute

on our contracts, and the finalization of the settlement of a previously canceled project in the third quarter of 2024, and decreases at

Onshore Wind.

For the three months ended March 31, 2025, total revenues increased $0.8 billion (11%). Equipment revenues increased at Power, due

to increases in Gas Power from Heavy-Duty Gas Turbine deliveries; increased at Wind, primarily at Onshore Wind due to improved pricing

and delivery of more units partially offset at Offshore Wind due to a slower pace of production; and increased at Electrification, primarily at

Grid Solutions due to growth in switchgear and transformer equipment volume. Services revenues increased at Power, driven by Gas

Power and Steam Power favorable volume and price; and increased at Electrification, primarily due to growth at Grid Solutions.

Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*

increased $1.1 billion (15%), organic services revenues* increased $0.3 billion (8%), and organic equipment revenues* increased $0.8

billion (22%). Organic revenues* increased at Power, Electrification, and Wind.

(a)The computation of earnings (loss) per share for all periods through April 1, 2024 was calculated using 274 million common shares that

were issued upon Spin-Off and excludes Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, the

Company participated in various GE stock-based compensation plans, and there were no dilutive equity instruments as there were no

equity awards of GE Vernova outstanding prior to Spin-Off.

For the three months ended March 31, 2025, operating income (loss) was under $0.1 billion, a $0.3 billion increase, primarily due to: an

increase in segment results at Power of $0.2 billion, primarily at Gas Power and Steam Power due to higher volume, favorable price, and

increased productivity partially offset by the impact of inflation and additional expenses to support investments at Gas Power and Nuclear

Power; at Electrification of $0.1 billion, primarily due to volume, productivity, and favorable price at Grid Solutions; and at Wind of less than

$0.1 billion, primarily at Onshore Wind due to improved equipment pricing, market selectivity, and increases in units delivered at Onshore

Wind, partially offset by decreases in Onshore Wind services from increased costs to improve fleet performance and decreases at Offshore

Wind due to a termination of a supply agreement; partially offset by higher corporate costs required to operate as a stand-alone public

company.

Net income (loss) and Net income (loss) margin were $0.3 billion and 3.3%, respectively, for the three months ended March 31, 2025, an

increase of $0.4 billion and 4.8%, respectively, for the quarter, primarily due to an increase in operating income (loss) of $0.3 billion and an

increase in Interest and other financial income (charges) - net of $0.1 billion.

Adjusted EBITDA* and Adjusted EBITDA margin* were $0.5 billion and 5.7%, respectively, for the three months ended March 31, 2025, an

increase of $0.3 billion and 3.1%, respectively, primarily driven by increases in segment results at Power, Electrification, and Wind.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 23

SEGMENT OPERATIONS. Segment revenues include sales of equipment and services by our segments. Segment EBITDA is

determined based on performance measures used by our Chief Operating Decision Maker, who is our Chief Executive Officer (CEO), to

assess the performance of each business in a given period. In connection with that assessment, the CEO may exclude certain non-cash

charges, such as depreciation and amortization, impairments and other matters, major restructuring programs, and certain gains and

losses from purchases and sales of business interests. Certain corporate costs, including those related to shared services, employee

benefits and information technology (IT), are allocated to our segments based on usage or their relative net cost of operations.

(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone

public company.

(b) See "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and

other financial income (charges) and the benefit for income taxes of Financial Services as this business is managed on an after-tax

basis due to the nature of its investments.

POWER

RPO as of March 31, 2025 increased $2.9 billion (4%) from December 31, 2024, primarily at Gas Power due to Heavy-Duty Gas Turbine

equipment and contractual services, and increases at Steam Power services and Hydro Power equipment. RPO increased $3.5 billion (5%)

from March 31, 2024, primarily at Gas Power due to increases in services and equipment, and increases in Hydro Power equipment,

partially offset by a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF which

was completed in the second quarter of 2024.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 24

For the three months ended March 31, 2025, segment revenues were up $0.4 billion (10%) and segment EBITDA was up $0.2

billion (47%).

Segment revenues increased $0.6 billion (16%) organically*, primarily at Gas Power due to increases in Heavy-Duty Gas Turbine

equipment deliveries and increases in Gas Power and Steam Power services from favorable volume and price.

Segment EBITDA increased $0.1 billion (23%) organically*, primarily at Gas Power and Steam Power due to higher volume, favorable

price, and increased productivity partially offset by the impact of inflation and additional expenses to support investments at Gas Power and

Nuclear Power.

WIND

RPO as of March 31, 2025 decreased $0.5 billion (2%) from December 31, 2024, primarily due to a decrease in orders at Onshore Wind as

U.S. customers dealt with permitting delays and policy uncertainty and decreases at Offshore Wind as we continue to execute on our

contracts. RPO decreased $4.0 billion (15%) from March 31, 2024, primarily due to decreases at Offshore Wind as we continue to execute

on our contracts and the finalization of the settlement of a previously canceled project in the third quarter of 2024, and decreases at

Onshore Wind.

For the three months ended March 31, 2025, segment revenues were up $0.2 billion (13%) and segment EBITDA increased slightly

(16%).

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 25

Segment revenues increased $0.2 billion (15%) organically*, primarily at Onshore Wind due to improved equipment pricing and delivery of

more units partially offset by decreases at Offshore Wind due to a slower pace of production and decreases in volume at LM Wind Power.

Segment EBITDA increased slightly (7%) organically*, primarily at Onshore Wind due to improved equipment pricing, market selectivity,

and increases in units delivered partially offset by decreases in Onshore Wind services from increased costs to improve fleet performance

and decreases at Offshore Wind due to a termination of a supply agreement.

ELECTRIFICATION

RPO as of March 31, 2025 increased $2.0 billion (9%) from December 31, 2024, primarily due to demand for switchgear and transformers

at Grid Solutions. RPO increased $7.4 billion (41%) from March 31, 2024, primarily due to demand for high-voltage direct current solutions

and switchgear at Grid Solutions.

For the three months ended March 31, 2025, segment revenues were up $0.2 billion (14%) and segment EBITDA was up $0.1

billion.

Segment revenues increased $0.3 billion (18%) organically*, primarily at Grid Solutions due to growth in switchgear and transformer

equipment volume.

Segment EBITDA increased $0.1 billion organically*, primarily due to volume, productivity, and favorable price at Grid Solutions.

OTHER INFORMATION

Gross Profit and Gross Margin. Gross profit was $1.5 billion and $1.2 billion for the three months ended March 31, 2025 and 2024,

respectively. Gross margin was 18.3% and 15.8% for the three months ended March 31, 2025 and 2024, respectively. The increase in

gross profit for the quarter was due to an increase at Power primarily at Gas Power and Steam Power from higher volume, favorable price,

and increased productivity partially offset by the impact of inflation; an increase at Electrification due to higher volume, productivity, and

favorable price primarily at Grid Solutions; partially offset by a decrease at Wind due to Offshore Wind termination of a supply agreement

and Onshore Wind services from increased costs to improve fleet performance partially offset by improvement in equipment pricing, market

selectivity and increases in units delivered at Onshore Wind.

Selling, General, and Administrative. Selling, general, and administrative costs were $1.2 billion and $1.2 billion and comprised 14.8%

and 16.6% of revenues for the three months ended March 31, 2025 and 2024, respectively. The decrease in costs for the quarter was

attributable to cost reduction initiatives and the sale of a portion of Steam Power nuclear activities to EDF, partially offset by labor inflation

and higher corporate costs.

Restructuring Charges and Separation Costs. We continuously evaluate our cost structure and are implementing several restructuring

and process transformation actions considered necessary to simplify our organizational structure. In addition, in connection with the Spin-

Off, we incurred and will continue to incur certain one-time separation costs. See Note 21 in the Notes to the consolidated and combined

financial statements for further information.

Interest and Other Financial Income (Charges) – Net. Interest and other financial income (charges) – net was $0.1 billion in income and

less than $0.1 billion in charges for the three months ended March 31, 2025 and 2024, respectively. The income in 2025 was primarily

driven by a higher average balance of invested funds during the three months ended March 31, 2025. The primary components of net

interest and other financial income (charges) are fees on cash management activities, interest on borrowings, and interest earned on cash

balances and short-term investments.

Income Taxes. We recorded income tax expense on pre-tax income with an effective tax rate of 20.5% for the three months ended March

31, 2025. The effective tax rate was lower than the U.S. statutory rate of 21% primarily due to an income tax benefit from stock-based

compensation, mostly offset by losses providing no tax benefit in certain jurisdictions.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 26

We recorded an income tax expense on a pre-tax loss in the three months ended March 31, 2024 due to taxes in profitable jurisdictions

and losses providing no tax benefit in other jurisdictions.

We regularly assess the realizability of our deferred tax assets based on all available evidence both positive and negative. Based on our

assessment of the realizability of our deferred tax assets as of March 31, 2025, we continue to maintain valuation allowances against

our deferred tax assets in the U.S. and certain foreign jurisdictions, primarily due to cumulative losses in those jurisdictions. Given the

current year profit and anticipated future profitability in the U.S., it is reasonably possible that the continued improvement in our U.S.

operations could result in the positive evidence necessary to warrant the release of a significant portion of our U.S. valuation allowance as

early as the second half of 2025. A release of the valuation allowance would result in the recognition of certain U.S. deferred tax assets and

a corresponding benefit in our provision for income taxes in the period the release occurs. See Note 14 in the Notes to the consolidated

and combined financial statements for further information.

CAPITAL RESOURCES AND LIQUIDITY. Historically, we participated in cash pooling and other financing arrangements with GE to

manage liquidity and fund our operations. As a result of completing the Spin-Off, we no longer participate in these arrangements and our

Cash, cash equivalents, and restricted cash are held and used solely for our own operations. Our capital structure, long-term commitments,

and sources of liquidity have changed significantly from our historical practices. As of March 31, 2025, our Cash, cash equivalents, and

restricted cash was $8.1 billion, $0.3 billion of which was restricted use cash. In addition, we have access to a $3.0 billion committed

revolving credit facility (Revolving Credit Facility). See “—Capital Resources and Liquidity—Debt” for further information. We believe our

unrestricted cash, cash equivalents, future cash flows generated from operations, and committed credit facility will be responsive to the

needs of our current and planned operations for at least the next 12 months.

On April 8, 2025, the Board of Directors declared a $0.25 per share quarterly dividend on our outstanding common stock, payable on May

16, 2025, to stockholders of record as of April 18, 2024. On December 10, 2024, the Board of Directors authorized up to $6 billion of

common stock repurchases. In connection with this authorization, we repurchased 4 million shares for $1.2 billion during the three months

ended March 31, 2025. Although we intend to fund priorities that profitably grow the company and return capital to stockholders through

dividends and share repurchases as part of our capital allocation strategy, we are not obligated to pay cash dividends or to repurchase a

specified or any number or dollar value of shares under our share repurchase program. The declaration of any future dividends is at the

discretion of our Board of Directors and will be based on our earnings, financial condition, cash requirements, prospects, and other factors.

The amount and timing of any future share repurchases under our share repurchase program will be based on the trading price and volume

of our shares of common stock and other market factors as well as our earnings, financial condition, cash requirements, prospects,

alternative uses for our cash, and other factors.

Consolidated and Combined Statement of Cash Flows. The most significant source of cash flows from operations is customer-related

activities, the largest of which is collecting cash resulting from equipment or services sales. The most significant operating uses of cash are

to pay our suppliers, employees, tax authorities, and postretirement plans. We measure ourselves on a free cash flow* basis. We believe

that free cash flow* provides management and investors with an important measure of our ability to generate cash on a normalized basis.

Free cash flow* also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations; however, free cash flow*

does not delineate funds available for discretionary uses as it does not deduct the payments required for certain investing and financing

activities.

We typically invest in property, plant, and equipment (PP&E) over multiple periods to support new product introductions and increases in

manufacturing capacity and to perform ongoing maintenance of our manufacturing operations. We believe that while PP&E expenditures

will fluctuate period to period, we will need to maintain a material level of net PP&E spend to maintain ongoing operations and growth of the

business.

Cash from (used for) operating activities was $1.2 billion and $(0.4) billion for the three months ended March 31, 2025 and 2024,

respectively.

Cash from (used for) operating activities increased by $1.6 billion in 2025 compared to 2024, primarily driven by: an increase in current

receivables of $0.6 billion, primarily due to higher collections, including a decrease in past dues, partially offset by higher billings; an

increase in accounts payable and equipment project payables of $0.4 billion, primarily due to the nonrecurrence of settlements of payables

with GE prior to the Spin-Off in the first quarter of 2024; higher net income (after adjusting for depreciation of PP&E, and amortization of

intangible assets) of $0.3 billion; an increase in inventories of $0.3 billion, due to higher liquidations in Power and lower purchases of

materials in Wind; and an increase in contract liabilities and current deferred income of $0.2 billion, primarily due to higher down payments

on orders and slot reservation agreements at Power, partially offset by lower collections on projects at Onshore Wind.

Cash from operating activities of $1.2 billion for the three months ended March 31, 2025 included a $1.0 billion inflow from changes in

working capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of

$1.1 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at

Electrification, partially offset by revenue recognition at Wind; and current receivables of $0.9 billion, driven by collections outpacing billings

in Wind and Power and a decrease in past dues; partially offset by inventories of $(0.4) billion, primarily due to volume in Power and

Electrification to support fulfillment and deliveries expected in 2025; current contract assets of $(0.3) billion, driven by revenue recognition

exceeding billings, primarily in Power and Wind; and accounts payable and equipment project payables of $(0.3) billion, due to

disbursements outpacing purchases of materials, partially offset by a decrease in prepayments.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 27

Cash used for operating activities of $0.4 billion for the three months ended March 31, 2024 included a $0.5 billion outflow from changes in

working capital. The cash outflow from changes in working capital was primarily driven by: inventories of $(0.7) billion, primarily in Gas

Power at Power and Onshore Wind at Wind, to support fulfillment and deliveries expected in the second half of 2024; accounts payable and

equipment project payables of $(0.7) billion due to higher disbursements than volume across all businesses, and settlements of payables

with GE in preparation for the Spin-Off; and current contract assets of $(0.3) billion driven by revenue recognition exceeding billings,

primarily in our Offshore Wind business at Wind; partially offset by contract liabilities and current deferred income of $0.9 billion as a result

of down payments and collections on several large projects in Onshore Wind at Wind, Gas Power at Power and Grid Solutions at

Electrification; and current receivables of $0.3 billion, driven by benefits arising from the IRA related to advanced manufacturing credits of

$0.2 billion, and collections outpacing billings, primarily in Power.

Cash from (used for) investing activities was $(0.1) billion and $(0.3) billion for the three months ended March 31, 2025 and 2024,

respectively.

Cash used for investing activities decreased by $0.2 billion in 2025 compared to 2024 primarily driven by: lower purchases of and

contributions to equity method investments of $0.1 billion, primarily in our Financial Services business; and higher sales of and distributions

from equity method investments of $0.1 billion, driven by the sale of an approximately 2% equity interest in China XD Electric Co., Ltd. in

the first quarter of 2025. Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was $0.2

billion for both the three months ended March 31, 2025 and 2024.

Cash from (used for) financing activities was $(1.3) billion and $1.9 billion for the three months ended March 31, 2025 and 2024,

respectively. Cash used for financing activities increased by $3.2 billion in 2025 compared to 2024 primarily driven by: the nonrecurrence of

transfers from parent of $2.0 billion; and cash settlements for share repurchases of $1.1 billion in the first quarter of 2025.

Material Cash Requirements. In the normal course of business, we enter into contracts and commitments that oblige us to make

payments in the future. See Notes 6 and 20 in the Notes to the consolidated and combined financial statements for further information

regarding our obligations under lease and guarantee arrangements as well as our investment commitments. See Note 12 in the Notes to

the consolidated and combined financial statements for further information regarding material cash requirements related to our pension

obligations.

Debt. We had less than $0.1 billion and $0.1 billion of total debt, excluding finance leases, as of March 31, 2025 and December 31, 2024,

respectively. We have a $3.0 billion Revolving Credit Facility to fund near-term intra-quarter working capital needs as they arise. In addition,

we have a $3.0 billion committed trade finance facility (Trade Finance Facility, and together with the Revolving Credit Facility, the Credit

Facilities). The Trade Finance Facility has not been and is not expected to be utilized, and does not contribute to direct liquidity. We believe

that our financing arrangements, future cash from operations, and access to capital markets will provide adequate resources to fund our

future cash flow needs. For more information about the Credit Facilities, refer to our Current Report on Form 8-K, filed with the SEC on April

2, 2024, and see Note 20 in the Notes to the consolidated and combined financial statements.

Credit Ratings and Conditions. We have access to the Revolving Credit Facility to fund operations, and we may rely on debt capital

markets in the future to further support our liquidity needs. The cost and availability of any debt financing is influenced by our credit ratings

and market conditions. Standard and Poor's Global Ratings (S&P) and Fitch Ratings (Fitch) have issued credit ratings for the Company. On

March 12, 2025, Fitch affirmed GE Vernova Inc.'s long-term credit rating and revised its outlook to Positive from Stable. On April 9, 2025,

S&P issued an annual tear sheet with no change to GE Vernova Inc.'s long-term credit rating or outlook. Our credit ratings as of the date of

this filing are set forth in the following table.

S&P Fitch

Outlook Stable Positive

Long-term BBB- BBB

We are disclosing our credit ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds

and access to credit. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each

rating should be evaluated independently of any other rating. See Item 1A. "Risk Factors—Risks Relating to Our Business and Our Industry

—Risks Relating to Operations and Supply Chain" and Item 1A. "Risk Factors—Risks Relating to Financial, Accounting, and Tax Matters" in

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for a description of some of the potential consequences of a

reduction in our credit ratings.

If we are unable to maintain investment grade ratings, we could face significant challenges in being awarded new contracts, substantially

increasing financing and hedging costs, and refinancing risks as well as substantially decreasing the availability of credit. As of March 31,

2025, we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.

Parent Company Credit Support. Prior to the Spin-Off, to support GE Vernova businesses in selling products and services globally, GE

often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the

performance of its subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for non-

customer related activities of GE Vernova (collectively, the GE credit support). In connection with the Spin-Off, we are working to seek

novation or assignment of GE credit support, the majority of which relates to parent company guarantees, associated with GE Vernova

legal entities from GE to GE Vernova. For GE credit support that remained outstanding at the Spin-Off, GE Vernova is obligated to use

reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations and liabilities under, all such credit support.

Beginning in April 2025, GE Vernova will pay a quarterly fee to GE based on amounts related to the GE credit support. GE Vernova is

subject to other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE

Vernova. In addition, while GE will remain obligated under the contract or instrument, GE Vernova will be obligated to indemnify GE for

credit support related payments that GE is required to make and possible related costs.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 28

As of March 31, 2025, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $15 billion,

an over 59% reduction since the Spin-Off. We expect approximately $9 billion of the RPO related to GE credit support obligations to

contractually mature by December 31, 2029. The underlying obligations are predominantly customer contracts that GE Vernova performs in

the normal course of its business. We have no known instances historically where payments or performance from GE were required under

parent company guarantees relating to GE Vernova customer contracts.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. In November 2024, the Financial Accounting Standards Board (FASB) issued

ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosure about specific types of

expenses included in the expense captions presented on the face of the income statement as well as disclosure about selling expenses.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027,

with early adoption permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated

and combined financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The

amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that

meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective

for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that this guidance will have on the disclosures

within our consolidated and combined financial statements. The Company will adopt the new annual disclosures as required for the fiscal

year ended December 31, 2025.

CRITICAL ACCOUNTING ESTIMATES. To prepare our consolidated and combined financial statements in accordance with U.S. GAAP,

management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our contingent

liabilities, as of the date of our financial statements and the reported amounts of our revenues and expenses during the reporting periods.

Our actual results may differ from these estimates. We consider estimates to be critical (i) if we are required to make assumptions about

material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is reasonably

likely that the accounting estimate will change from period to period. See Item 7. "Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Critical Accounting Estimates" and Note 2 in the Notes to the audited consolidated and combined

financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for additional discussion of

accounting policies and critical accounting estimates.

NON-GAAP FINANCIAL MEASURES. The non-GAAP financial measures presented in this Quarterly Report on Form 10-Q are

supplemental measures of our performance and our liquidity that we believe help investors understand our financial condition and operating

results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding

U.S. GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or

are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures

provide investors greater transparency to the information used by management for its operational decision-making and allow investors to

see our results “through the eyes of management.” We further believe that providing this information assists our investors in understanding

our operating performance and the methodology used by management to evaluate and measure such performance. When read in

conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying

businesses and can be used by management as one basis for financial, operational, and planning decisions. Finally, these measures are

often used by analysts and other interested parties to evaluate companies in our industry.

Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by

other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from

company to company. In order to compensate for these and the other limitations discussed below, management does not consider these

measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers

should review the reconciliations below, and above with respect to free cash flow, and should not rely on any single financial measure to

evaluate our business. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable

U.S. GAAP financial measures follow.

We believe the organic measures presented below provide management and investors with a more complete understanding of underlying

operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency,

which includes translational and transactional impacts, as these activities can obscure underlying trends.

2025 1Q FORM 10-Q 29

(a) Includes intersegment sales of $126 million and $78 million for the three months ended March 31, 2025 and 2024, respectively. See

Note 22 in the Notes to the consolidated and combined financial statements for further information.

We believe that Adjusted EBITDA* and Adjusted EBITDA margin*, which are adjusted to exclude the effects of unique and/or non-cash

items that are not closely associated with ongoing operations, provide management and investors with meaningful measures of our

performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying

profitability factors. We believe Adjusted organic EBITDA* and Adjusted organic EBITDA margin* provide management and investors with,

when considered with Adjusted EBITDA* and Adjusted EBITDA margin*, a more complete understanding of underlying operating results

and trends of established, ongoing operations by further excluding the effect of acquisitions, dispositions, and foreign currency, which

includes translational and transactional impacts, as these activities can obscure underlying trends. We believe these measures provide

additional insight into how our businesses are performing on a normalized basis. However, Adjusted EBITDA*, Adjusted organic EBITDA*,

Adjusted EBITDA margin* and Adjusted organic EBITDA margin* should not be construed as inferring that our future results will be

unaffected by the items for which the measures adjust.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 30

See “—Capital Resources and Liquidity” for discussion of free cash flow*.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk

primarily from fluctuations of foreign currency exchange rates, interest rates, and commodity prices. These exposures are managed and

mitigated with the use of financial instruments, including derivatives contracts. We apply policies to manage these risks, including

prohibitions on speculative activities. The effects of foreign currency fluctuations on earnings were less than $0.1 billion and $(0.1) billion for

the three months ended March 31, 2025 and 2024, respectively. For more information about foreign exchange risk, interest rate risk, and

commodity risk see Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal

year ended December 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of the Company's management,

including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures as defined

in Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial

Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025, and that the information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized,

and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated

to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding

required disclosure.

Changes in Internal Control Over Financial Reporting. During the quarter ended March 31, 2025, the Company continued to exit from

various transition service agreements with GE Aerospace primarily related to human resources (including payroll and benefit plan

administration) and associated information technology systems. Consequently, responsibility for execution and related internal controls

transferred to the Company, including certain general information technology controls in connection with information technology

environment changes. Other than those discussed in the preceding sentences, no change in the Company’s internal control over financial

reporting occurred during the three months ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect,

the Company's internal control over financial reporting.

*Non-GAAP Financial Measure

2025 1Q FORM 10-Q 31

PART II

ITEM 1. LEGAL PROCEEDINGS. We are reporting the following matter in compliance with SEC requirements to disclose

administrative proceedings arising under laws that regulate the discharge of materials into the environment where a governmental authority

is a party and that involve potential monetary sanctions of $300,000 or greater. In March 2024, one of our Australian subsidiaries received

notice from the Australian Department of Climate Change, Energy, the Environment and Water (DCCEEW) of its intention to issue

infringement notices imposing administrative fines on the subsidiary for importing equipment containing SF6 gas without an equipment

license, as required by local law related to synthetic greenhouse gas management and seek a court order to impose civil penalties for

delinquent reporting under such law. The applicable local law regulates the import to Australia of synthetic greenhouse gases in equipment,

including certain of our switchgear products, and our subsidiary had neglected to renew the import license required under the law. We

responded to DCCEEW, and following discussions with the agency, paid approximately $0.3 million in fines in connection with the

infringement notices during the three months ended June 30, 2024. Discussions with DCCEEW regarding a court-issued civil penalty order

are pending and we expect additional fines and related costs associated with such order may be more than $300,000. See Note 20 in the

Notes to the consolidated and combined financial statements for additional information relating to legal matters.

ITEM 1A. RISK FACTORS. We are subject to a number of risks that could materially and adversely affect our business, results of

operations, cash flows, financial condition, and/or future prospects, including those identified in Item 1A. "Risk Factors" in our Annual

Report on Form 10-K for the fiscal year ended on December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. There were no unregistered sales of

equity securities during the three months ended March 31, 2025.

On December 10, 2024, we announced that the Board of Directors had authorized up to $6 billion of common stock repurchases, which

commenced in December 2024 and does not have an expiration date. We repurchased 4 million shares for $1,204 million during the three

months ended March 31, 2025 under this authorization.

The following table summarizes the share repurchase activity for the three months ended March 31, 2025:

ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.

ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.

ITEM 5. OTHER INFORMATION.

Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 21, 2025, Jessica Uhl, President,

resigned from GE Vernova Inc. (the "Company"). Ms. Uhl will depart from the Company on April 30, 2025. She will continue to receive her

current compensation and benefits until her departure from the Company. No further payments or benefits are due past her exit from the

Company.

Director and Officer Trading Arrangements. 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 March 31, 2025.

2025 1Q FORM 10-Q 32

ITEM 6. EXHIBITS.

| | |

| 2.1 Separation and Distribution Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+ | | | 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966). | | | 3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966). | | | 10.1 Amended and Restated GE Energy Supplementary Pension Plan (filed herewith).* | | | 10.2 Separation agreement with Rachel Gonzalez (incorporated by reference to Exhibit 10.30 of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, File No. 001-41966).* | | | 31.1 Rule 13a-14(a) certification (filed herewith). | | | 31.2 Rule 13a-14(a) certification (filed herewith). | | | 32.1 Section 1350 certification (furnished herewith). | | | 101.1 The following materials from GE Vernova Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated and Combined Statement of Income (Loss) for the three months ended March 31, 2025 and 2024, (ii) Consolidated and Combined Statement of Financial Position at March 31, 2025 and December 31, 2024, (iii) Consolidated and Combined Statement of Cash Flows for the three months ended March 31, 2025 and 2024, (iv) Consolidated and Combined Statement of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, (v) Consolidated and Combined Statement of Changes in Equity for the three months ended March 31, 2025 and 2024, and (vi) Notes to Consolidated and Combined Financial Statements. | | | 104.1 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1). | |

† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.

• Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.

• Management contract or compensatory plan or arrangement.

2025 1Q FORM 10-Q 33