# GE Vernova (GEV) 10-Q SEC filing - Q1 FY2025

- Filed: Apr 23, 2025
- Fiscal quarter: Q1 FY2025
- Calendar quarter: Q1 2025
- Accession: 0001996810-25-000073
- OpenCapital page: https://www.opencapital.sh/filings/0001996810-25-000073
- Markdown URL: https://www.opencapital.sh/filings/0001996810-25-000073.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1996810/0001996810-25-000073-index.htm

## Filing documents

- [10-Q (gev-20250331.htm)](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev-20250331.htm)
- [EX-10.1 (gev1q2025exhibit101.htm)](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q2025exhibit101.htm)
- [EX-31.1 (gev1q202510qexhibit311.htm)](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q202510qexhibit311.htm)
- [EX-31.2 (gev1q202510qexhibit312.htm)](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q202510qexhibit312.htm)
- [EX-32.1 (gev1q202510qexhibit321.htm)](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q202510qexhibit321.htm)

---

## 10-Q

SEC source: [gev-20250331.htm](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev-20250331.htm)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number 001-41966

GE Vernova Inc.

(Exact name of registrant as specified in its charter)

|  |  |
| --- | --- |
| Delaware | 92-2646542 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| MA | 02141 |
| (Address of principal executive offices) | (Zip Code) |

(617) 674-7555

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.01 per share GEV New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”

and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☑ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 272,934,744 shares of common stock with a par value of $0.01 per share outstanding at March 31, 2025.

TABLE OF CONTENTS

| Line item |  |  |  |  | Page |
| --- | --- | --- | --- | --- | --- |
| Forward-Looking Statements |  |  |  |  | 3 |
| 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 |

2025 1Q FORM 10-Q 3

FORWARD-LOOKING STATEMENTS. This quarterly report of GE Vernova Inc. (the Company, GE Vernova, our, we, or us) contains

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are

subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “guidance”, “anticipate”, “intend”,

“plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions. These forward-looking statements include,

among others, statements about the benefits GE Vernova expects from our lean operating model; our expectations regarding the energy

transition; the demand for our products and services; our expectations of future increased business, revenues, and operating results; our

ability to innovate and anticipate and address customer demands; our ability to increase production capacity, efficiencies, and quality; our

underwriting and risk management; the estimated impact of tariffs; the experiences we believe we are gaining across our Haliade-X

backlog related to installation timelines and related remediation plans; benefits we expect to receive from the Inflation Reduction Act of

2022 (IRA); current and future customer orders and projects; our actual and planned investments, including in research and development,

capital expenditures, joint ventures and other collaborations with third parties; our ability to meet our sustainability goals and targets; levels

of global infrastructure spending; government policies that further or limit the global energy transition; our expected cash generation and

management; our capital allocation framework, including share repurchases and dividends; our restructuring programs and strategies to

reduce operational costs; our ability to novate or assign credit support provided by General Electric Company; disputes, litigation,

arbitration, and governmental proceedings involving us; the sufficiency and expected uses of our cash, liquidity, and financing

arrangements; and our credit ratings.

Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are

subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or achievements to differ materially

from current expectations. Some of the risks, uncertainties, and other factors that may cause actual results to differ materially from those

expressed or implied by forward-looking statements include the following:

- Our ability to successfully execute our lean operating model;
- Our ability to innovate and successfully identify and meet customer demands and needs;
- Our ability to successfully compete;
- Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products

essential to our business;

- Significant disruptions to our manufacturing and production facilities and distribution networks;
- Changes in government policies and priorities that reduce funding and demand for energy equipment and services;
- Shifts in demand, market expectations, and other dynamics related to energy, electrification, decarbonization, and sustainability;
- Global economic trends, competition, and geopolitical risks, including conflicts, trade policies, and other constraints on economic

activity;

- Product quality issues or product or safety failures related to our complex and specialized products, solutions, and services;
- Our ability to obtain required permits, licenses, and registrations;
- Our ability to attract and retain highly qualified personnel;
- Our ability to develop, deploy, and protect our intellectual property rights;
- Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic

investments, and other priorities;

- Our ability to successfully identify, complete, integrate, and obtain benefits from any acquisitions, joint ventures and other

investments;

- The price, availability, and trading volumes of our common stock;
- Downgrades of our credit ratings or ratings outlooks;
- The amount and timing of our cash flows and earnings;
- Our ability to meet our sustainability goals;
- The impact from cybersecurity or data security incidents;
- Changes in law, regulation, or policy that may affect our businesses and projects, or impose additional costs;
- Natural disasters, weather conditions and events, public health events, or other emergencies;
- Tax law and policy changes;
- Adverse outcomes in legal, regulatory, and administrative proceedings, actions, and disputes; and
- Other changes in macroeconomic and market conditions and volatility.

These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking

statements, and these and other factors are more fully discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2024, including in Item 1A. "Risk Factors" and Item 7. "Management's

Discussion and Analysis of Financial Condition and Results of Operations" therein as may be updated from time to time in our Securities

and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls. We do not undertake any

obligation to update or revise our forward-looking statements except as may be required by law or regulation.

2025 1Q FORM 10-Q 4

ABOUT GE VERNOVA. GE Vernova Inc. (the Company, GE Vernova, our, we, or us) 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, secure, and sustainable electric power system, enabling electrification and decarbonization,

underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, positioned with a unique scope

and scale of solutions to help accelerate the energy transition, while servicing and growing our installed base and strengthening our own

profitability and stockholder returns. We have a strong history of innovation, which is a key strength enabling us to meet our customers’

needs.

The breadth of our portfolio also enables us to provide an extensive range of technologies and integrated solutions to help advance our

customers’ energy and sustainability goals. Our installed base generates approximately 25% of the world’s electricity. We build, modernize,

and service power systems to help our customers electrify their operations and economies, meet power demand growth, improve system

reliability and resiliency, and navigate the energy transition through limiting and reducing emissions. The portfolio of equipment and

services that we deliver is diversified across technology types and is adaptable based on electric power market conditions and demand.

We report three business segments that are aligned with the nature of equipment and services they provide, specifically Power, Wind, and

Electrification. Within our segments, Power includes 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. Electrification 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.

Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our telephone number is (617)

674-7555. Our website address is www.gevernova.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current

Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act

of 1934, as amended (the Exchange Act), are available, without charge, on our website, as soon as reasonably practicable after they are

electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website is not part of, and

is not incorporated into, this Quarterly Report on Form 10-Q or any other filings we make with the SEC. Our website at

www.gevernova.com/investors contains a significant amount of information about GE Vernova, including financial and other information for

investors. We encourage investors to visit this website from time to time, as information is updated, and new information is posted.

2025 1Q FORM 10-Q 5

PART I

## ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

| CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED) / (In millions, except per share amounts) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Sales of equipment | $4,197 | $3,617 |
| Sales of services | 3,835 | 3,642 |
| Total revenues | 8,032 | 7,260 |
| Cost of equipment | 3,915 | 3,693 |
| Cost of services | 2,647 | 2,417 |
| Gross profit | 1,470 | 1,150 |
| Selling, general, and administrative expenses | 1,188 | 1,202 |
| Research and development expenses | 239 | 237 |
| Operating income (loss) | 43 | (289) |
| Interest and other financial income (charges) – net | 56 | (14) |
| Non-operating benefit income | 115 | 134 |
| Other income (expense) – net (Note 17) | 119 | 73 |
| Income (loss) before income taxes | 332 | (96) |
| Provision (benefit) for income taxes (Note 14) | 68 | 10 |
| Net income (loss) | 264 | (106) |
| Net loss (income) attributable to noncontrolling interests | (11) | (24) |
| Net income (loss) attributable to GE Vernova | $254 | $(130) |
| Earnings (loss) per share attributable to GE Vernova (Note 16): |  |  |
| Basic | $0.92 | $(0.47) |
| Diluted | $0.91 | $(0.47) |
| Weighted-average number of common shares outstanding: |  |  |
| Basic | 275 | 274 |
| Diluted | 279 | 274 |

2025 1Q FORM 10-Q 6

**CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED)**

| (In millions, except share and per share amounts) | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Cash, cash equivalents, and restricted cash | $8,107 | $8,205 |
| Current receivables – net (Note 3) | 7,136 | 8,177 |
| Inventories, including deferred inventory costs (Note 4) | 9,156 | 8,587 |
| Current contract assets (Note 8) | 9,040 | 8,621 |
| All other current assets (Note 9) | 497 | 564 |
| Current assets | 33,936 | 34,153 |
| Property, plant, and equipment – net (Note 5) | 5,225 | 5,150 |
| Goodwill (Note 7) | 4,368 | 4,263 |
| Intangible assets – net (Note 7) | 773 | 813 |
| Contract and other deferred assets (Note 8) | 505 | 555 |
| Equity method investments (Note 10) | 2,137 | 2,149 |
| Deferred income taxes (Note 14) | 1,639 | 1,639 |
| All other assets (Note 9) | 2,976 | 2,763 |
| Total assets | $51,559 | $51,485 |
| Accounts payable and equipment project payables (Note 11) | $8,421 | $8,602 |
| Contract liabilities and deferred income (Note 8) | 18,708 | 17,587 |
| All other current liabilities (Note 13) | 5,547 | 5,496 |
| Current liabilities | 32,677 | 31,685 |
| Deferred income taxes (Note 14) | 782 | 827 |
| Non-current compensation and benefits | 3,251 | 3,264 |
| All other liabilities (Note 13) | 5,177 | 5,116 |
| Total liabilities | 41,887 | 40,892 |
| Commitments and contingencies (Note 20) |  |  |
| Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 272,934,744 and 275,880,314 shares outstanding as of March 31, 2025 and December 31, 2024, respectively | 3 | 3 |
| Additional paid-in capital | 9,654 | 9,733 |
| Retained earnings | 1,865 | 1,611 |
| Treasury common stock, 4,206,246 and 226,290 shares at cost as of March 31, 2025 and December 31, 2024, respectively | (1,256) | (43) |
| Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 15) | (1,660) | (1,759) |
| Total equity attributable to GE Vernova | 8,607 | 9,546 |
| Noncontrolling interests | 1,065 | 1,047 |
| Total equity | 9,672 | 10,593 |
| Total liabilities and equity | $51,559 | $51,485 |

2025 1Q FORM 10-Q 7

| CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED) / (In millions) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Net income (loss) | $264 | $(106) |
| Adjustments to reconcile net income (loss) to cash from (used for) operating activities |  |  |
| Depreciation and amortization of property, plant, and equipment (Note 5) | 149 | 188 |
| Amortization of intangible assets (Note 7) | 56 | 63 |
| (Gains) losses on purchases and sales of business interests | (21) | 3 |
| Principal pension plans – net (Note 12) | (89) | (95) |
| Other postretirement benefit plans – net (Note 12) | (44) | (47) |
| Provision (benefit) for income taxes (Note 14) | 68 | 10 |
| Cash recovered (paid) during the year for income taxes | (145) | (58) |
| Changes in operating working capital: |  |  |
| Decrease (increase) in current receivables | 918 | 303 |
| Decrease (increase) in inventories, including deferred inventory costs | (432) | (717) |
| Decrease (increase) in current contract assets | (345) | (270) |
| Increase (decrease) in accounts payable and equipment project payables | (269) | (671) |
| Increase (decrease) in contract liabilities and current deferred income | 1,124 | 885 |
| All other operating activities | (74) | 68 |
| Cash from (used for) operating activities | 1,161 | (444) |
| Additions to property, plant, and equipment and internal-use software | (186) | (217) |
| Dispositions of property, plant, and equipment | 34 | 4 |
| Purchases of and contributions to equity method investments | (6) | (91) |
| Sales of and distributions from equity method investments | 90 | 29 |
| All other investing activities | (25) | (9) |
| Cash from (used for) investing activities | (93) | (285) |
| Net increase (decrease) in borrowings of maturities of 90 days or less | — | (23) |
| Transfers from (to) Parent | — | 2,023 |
| Dividends paid to stockholders | (69) | — |
| Purchases of common stock for treasury | (1,101) | — |
| All other financing activities | (86) | (66) |
| Cash from (used for) financing activities | (1,257) | 1,934 |
| Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | 90 | (32) |
| Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within businesses held for sale | (98) | 1,173 |
| Less: Net increase (decrease) in cash classified within businesses held for sale | — | (531) |
| Increase (decrease) in cash, cash equivalents, and restricted cash | (98) | 1,704 |
| Cash, cash equivalents, and restricted cash at beginning of year | 8,205 | 1,551 |
| Cash, cash equivalents, and restricted cash as of March 31 | $8,107 | $3,255 |

2025 1Q FORM 10-Q 8

**CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)**

| (In millions) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Net income (loss) attributable to GE Vernova | $254 | $(130) |
| Net loss (income) attributable to noncontrolling interests | (11) | (24) |
| Net income (loss) | $264 | $(106) |
| Other comprehensive income (loss): |  |  |
| Currency translation adjustments – net of taxes | 154 | 11 |
| Benefit plans – net of taxes | (73) | (68) |
| Cash flow hedges – net of taxes | 21 | 8 |
| Other comprehensive income (loss) | $102 | $(49) |
| Comprehensive income (loss) | $367 | $(155) |
| Comprehensive loss (income) attributable to noncontrolling interests | (14) | (26) |
| Comprehensive income (loss) attributable to GE Vernova | $353 | $(181) |

2025 1Q FORM 10-Q 9

| CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / (In millions) | CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / Common stock / Common shares outstanding | CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / Common stock / Par value | CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / Additional paid-in capital | CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / Retained earnings | CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / Treasury common stock | CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / Net parent investment | CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) / Accumulated other comprehensive income (loss) – net | Equity attributable to noncontrolling interests | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances as of January 1, 2025 | 276 | $3 | $9,733 | $1,611 | $(43) | $— | $(1,759) | $1,047 | $10,593 |
| Issuance of shares in connection with equity awards | 1 | — | (135) | — | — | — | — | — | (135) |
| Share-based compensation expense | — | — | 56 | — | — | — | — | — | 56 |
| Repurchase of common stock | (4) | — |  | — | (1,213) | — | — | — | (1,213) |
| Net income (loss) | — | — | — | 254 | — | — | — | 11 | 264 |
| Currency translation adjustments – net of taxes | — | — | — | — | — | — | 152 | 2 | 154 |
| Benefit plans – net of taxes | — | — | — | — | — | — | (74) | 1 | (73) |
| Cash flow hedges – net of taxes | — | — | — | — | — | — | 21 | — | 21 |
| Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | — | 4 | 4 |
| Balances as of March 31, 2025 | 273 | $3 | $9,654 | $1,865 | $(1,256) | $— | $(1,660) | $1,065 | $9,672 |
| Balances as of January 1, 2024 | — | $— | $— | $— | $— | $8,051 | $(635) | $964 | $8,380 |
| Net income (loss) | — | — | — | — | — | (130) | — | 24 | (106) |
| Currency translation adjustments – net of taxes | — | — | — | — | — | — | 11 | — | 11 |
| Benefit plans – net of taxes | — | — | — | — | — | — | (70) | 2 | (68) |
| Cash flow hedges – net of taxes | — | — | — | — | — | — | 8 | — | 8 |
| Transfers from (to) Parent | — | — | — | — | — | 1,738 | — | — | 1,738 |
| Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | — | 18 | 18 |
| Balances as of March 31, 2024 | — | $— | $— | $— | $— | $9,659 | $(686) | $1,007 | $9,980 |

2025 1Q FORM 10-Q 10

### 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.

2025 1Q FORM 10-Q 11

### NOTE 3. CURRENT AND LONG-TERM RECEIVABLES

| CURRENT RECEIVABLES – NET | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Customer receivables | $5,393 | $6,312 |
| Non-income based tax receivables | 785 | 814 |
| Supplier advances and other receivables | 1,413 | 1,514 |
| Other receivables | $2,198 | $2,328 |
| Allowance for credit losses | (456) | (464) |
| Total current receivables – net | $7,136 | $8,177 |

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:

| ALLOWANCE FOR CREDIT LOSSES | 2025 | 2024 |
| --- | --- | --- |
| Balance as of January 1 | $464 | $515 |
| Net additions (releases) charged to costs and expenses | (2) | (1) |
| Write-offs, net | (9) | — |
| Foreign exchange and other | 3 | 2 |
| Balance as of March 31 | $456 | $516 |

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.

| LONG-TERM RECEIVABLES | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Long-term customer receivables | $280 | $282 |
| Supplier advances | 309 | 285 |
| Non-income based tax receivables | 85 | 74 |
| Other receivables | 328 | 247 |
| Allowance for credit losses | (143) | (142) |
| Total long-term receivables – net | $859 | $745 |

### NOTE 4. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS

| Line item | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Raw materials and work in process | $5,660 | $5,328 |
| Finished goods | 2,845 | 2,490 |
| Deferred inventory costs(a) | 651 | 769 |
| Inventories, including deferred inventory costs | $9,156 | $8,587 |

(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

| Line item | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Original cost | $12,408 | $12,207 |
| Less: Accumulated depreciation and amortization | (7,888) | (7,729) |
| Right-of-use operating lease assets | 706 | 671 |
| Property, plant, and equipment – net | $5,225 | $5,150 |

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.

2025 1Q FORM 10-Q 12

### NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

| GOODWILL | Power | Wind | Electrification | Total |
| --- | --- | --- | --- | --- |
| Balance as of January 1, 2025 | $310 | $3,035 | $918 | $4,263 |
| Acquisitions | 15 | — | — | 15 |
| Currency exchange and other | — | 87 | 4 | 91 |
| Balance as of March 31, 2025 | $325 | $3,122 | $921 | $4,368 |

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.

| CONTRACT AND OTHER DEFERRED ASSETS / March 31, 2025 | Power | Wind | Electrification | Total |
| --- | --- | --- | --- | --- |
| Contractual service agreement assets | $5,455 | $— | $— | $5,455 |
| Equipment and other service agreement assets | 1,678 | 687 | 1,221 | 3,586 |
| Current contract assets | $7,133 | $687 | $1,221 | $9,040 |
| Non-current contract and other deferred assets(a) | 488 | 7 | 10 | 505 |
| Total contract and other deferred assets | $7,621 | $694 | $1,231 | $9,545 |

| December 31, 2024 | Power | Wind | Electrification | Total |
| --- | --- | --- | --- | --- |
| Contractual service agreement assets | $5,321 | $— | $— | $5,321 |
| Equipment and other service agreement assets | 1,622 | 538 | 1,139 | 3,300 |
| Current contract assets | $6,944 | $538 | $1,139 | $8,621 |
| Non-current contract and other deferred assets(a) | 536 | 8 | 11 | 555 |
| Total contract and other deferred assets | $7,479 | $546 | $1,150 | $9,176 |

(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.

| CONTRACT LIABILITIES AND DEFERRED INCOME / March 31, 2025 | Power | Wind | Electrification | Total |
| --- | --- | --- | --- | --- |
| Contractual service agreement liabilities | $1,876 | $— | $— | $1,876 |
| Equipment and other service agreement liabilities | 8,764 | 3,270 | 4,489 | 16,525 |
| Current deferred income | 5 | 190 | 112 | 307 |
| Contract liabilities and current deferred income | $10,645 | $3,460 | $4,601 | $18,708 |
| Non-current deferred income | 31 | 97 | 15 | 143 |
| Total contract liabilities and deferred income | $10,676 | $3,557 | $4,616 | $18,851 |

| December 31, 2024 | Power | Wind | Electrification | Total |
| --- | --- | --- | --- | --- |
| Contractual service agreement liabilities | $1,789 | $— | $— | $1,789 |
| Equipment and other service agreement liabilities | 7,879 | 3,684 | 3,946 | 15,511 |
| Current deferred income | 6 | 193 | 88 | 287 |
| Contract liabilities and current deferred income | $9,674 | $3,877 | $4,034 | $17,587 |
| Non-current deferred income | 29 | 112 | 16 | 157 |
| Total contract liabilities and deferred income | $9,703 | $3,989 | $4,050 | $17,744 |

2025 1Q FORM 10-Q 13

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

| Line item | Equity method investment balance / March 31, 2025 | Equity method investment balance / December 31, 2024 | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- | --- | --- |
| Power(a) | $894 | $919 | $(10) | $11 |
| Wind | 47 | 49 | — | 1 |
| Electrification(b) | 716 | 743 | 50 | 30 |
| Corporate | 480 | 438 | 20 | 2 |
| Total | $2,137 | $2,149 | $60 | $44 |

(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

| Line item | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Trade payables | $5,205 | $4,966 |
| Supply chain finance programs | 1,714 | 2,051 |
| Equipment project payables | 1,182 | 1,211 |
| Non-income based tax payables | 320 | 375 |
| Accounts payable and equipment project payables | $8,421 | $8,602 |

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).

2025 1Q FORM 10-Q 14

| Three months ended March 31 | 2025 / Principal pension | 2025 / Other pension | 2025 / Principal retiree benefit | 2024 / Principal pension | 2024 / Other pension | 2024 / Principal retiree benefit |
| --- | --- | --- | --- | --- | --- | --- |
| Service cost – operating | $6 | $7 | $1 | $6 | $8 | $1 |
| Interest cost | 140 | 54 | 10 | 135 | 57 | 9 |
| Expected return on plan assets | (178) | (76) | — | (184) | (84) | — |
| Amortization of net loss (gain) | (50) | 9 | (10) | (46) | 8 | (11) |
| Amortization of prior service cost (credit) | — | (2) | (14) | 2 | (2) | (15) |
| Curtailment/settlement gain | — | 1 | — | — | — | — |
| Non-operating benefit costs (income) | $(88) | $(13) | $(13) | $(93) | $(21) | $(17) |
| Net periodic expense (income) | $(82) | $(7) | $(12) | $(87) | $(13) | $(16) |

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

| Line item | Currency translation adjustment | Benefit plans | Cash flow hedges | Total AOCI |
| --- | --- | --- | --- | --- |
| Balance as of January 1, 2025 | $(1,734) | $(58) | $33 | $(1,759) |
| AOCI before reclasses – net of taxes of $—, $8, and $— | 154 | (1) | 12 | 165 |
| Reclasses from AOCI – net of taxes of $—, $(2), and $— | — | (72) | 9 | (63) |
| Less: AOCI attributable to noncontrolling interests | 2 | 1 | — | 3 |
| Balance as of March 31, 2025 | $(1,582) | $(132) | $54 | $(1,660) |
| Balance as of January 1, 2024 | $(1,335) | $674 | $26 | $(635) |
| AOCI before reclasses – net of taxes of $(13), $(15), and $— (a) | 11 | — | (5) | 7 |
| Reclasses from AOCI – net of taxes of $—, $(1), and $— | — | (67) | 13 | (54) |
| Less: AOCI attributable to noncontrolling interests | — | 2 | — | 2 |
| Balance as of March 31, 2024 | $(1,324) | $604 | $34 | $(686) |

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

2025 1Q FORM 10-Q 15

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.

| (In millions, except per share amounts) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Numerator: |  |  |
| Net income (loss) | $264 | $(106) |
| Net loss (income) attributable to noncontrolling interests | (11) | (24) |
| Net income (loss) attributable to GE Vernova | $254 | $(130) |
| Denominator: |  |  |
| Basic weighted-average shares outstanding | 275 | 274 |
| Dilutive effect of common stock equivalents | 4 | — |
| Diluted weighted-average shares outstanding | 279 | 274 |
| Basic earnings (loss) per share | $0.92 | $(0.47) |
| Diluted earnings (loss) per share | $0.91 | $(0.47) |
| Antidilutive securities(a) | 1 | — |

(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

| Line item | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Equity method investment income (loss) (Note 10) | $60 | $44 |
| Net interest and investment income (loss)(a) | 16 | 6 |
| Gains (losses) on purchases and sales of business interests | 21 | (3) |
| Derivative instruments (Note 18) | 2 | (3) |
| Licensing income | 4 | 11 |
| Other – net | 16 | 19 |
| Total other income (expense) – net | $119 | $73 |

(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.

2025 1Q FORM 10-Q 16

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

| March 31, 2025 | Gross Notional | All other current assets | All other assets | All other current liabilities | All other liabilities |
| --- | --- | --- | --- | --- | --- |
| Foreign currency exchange contracts accounted for as hedges | $6,079 | $38 | $145 | $45 | $38 |
| Foreign currency exchange contracts | 33,451 | 294 | 119 | 292 | 120 |
| Commodity and other contracts | 536 | 13 | 18 | 5 | 2 |
| Derivatives not accounted for as hedges | $33,988 | $307 | $137 | $298 | $122 |
| Total gross derivatives | $40,067 | $345 | $282 | $343 | $161 |
| Netting adjustment(a) |  | (239) | (126) | (236) | (126) |
| Net derivatives recognized in the Consolidated and Combined Statement of Financial Position |  | $106 | $156 | $107 | $35 |

(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.

| December 31, 2024 | Gross Notional | All other current assets | All other assets | All other current liabilities | All other liabilities |
| --- | --- | --- | --- | --- | --- |
| Foreign currency exchange contracts accounted for as hedges | $5,789 | $61 | $144 | $58 | $65 |
| Foreign currency exchange contracts | 34,244 | 479 | 159 | 483 | 144 |
| Commodity and other contracts | 436 | 12 | 20 | 12 | 2 |
| Derivatives not accounted for as hedges | $34,681 | $491 | $179 | $495 | $146 |
| Total gross derivatives | $40,469 | $552 | $323 | $552 | $211 |
| Netting adjustment(a) |  | (383) | (166) | (381) | (166) |
| Net derivatives recognized in the Consolidated and Combined Statement of Financial Position |  | $168 | $158 | $171 | $46 |

(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

| Line item | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Cash flow hedges | $10 | $13 |
| Net investment hedges | (2) | 2 |

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

| Three months ended March 31, 2025 | Sales of equipment and services | Cost of equipment and services | Selling, general, and administrative expenses | Other income (expense) – net |
| --- | --- | --- | --- | --- |
| Total amount of income and expense in the Consolidated and Combined Statement of Income (Loss) | $8,032 | $6,562 | $1,188 | $119 |
| Foreign currency exchange contracts | (9) | — | — | — |
| Effects of cash flow hedges | $(9) | $— | $— | $— |
| Foreign currency exchange contracts | — | (3) | (38) | 2 |
| Commodity and other contracts | — | (8) | 5 | — |
| Effect of derivatives not designated as hedges | $— | $(11) | $(33) | $2 |

2025 1Q FORM 10-Q 17

| Three months ended March 31, 2024 | Sales of equipment and services | Cost of equipment and services | Selling, general, and administrative expenses | Other income (expense) – net |
| --- | --- | --- | --- | --- |
| Total amount of income and expense in the Consolidated and Combined Statement of Income (Loss) | $7,260 | $6,109 | $1,202 | $73 |
| Foreign currency exchange contracts | (4) | 9 | — | — |
| Effects of cash flow hedges | $(4) | $9 | $— | $— |
| Foreign currency exchange contracts | — | 29 | (5) | (3) |
| Commodity and other contracts | — | — | (11) | — |
| Effect of derivatives not designated as hedges | $— | $29 | $(16) | $(3) |

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.

2025 1Q FORM 10-Q 18

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.

| RESTRUCTURING AND OTHER CHARGES | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Workforce reductions | $41 | $76 |
| Plant closures and associated costs and other asset write-downs | 22 | 66 |
| Acquisition/disposition net charges and other | 5 | 5 |
| Total restructuring and other charges | $68 | $147 |
| Cost of equipment and services | $54 | $104 |
| Selling, general, and administrative expenses | 14 | 42 |
| Total restructuring and other charges | $68 | $147 |
| Power | $11 | $48 |
| Wind | 51 | 89 |
| Electrification | 2 | 10 |
| Other | 4 | — |
| Total restructuring and other charges(a) | $68 | $147 |

(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.

2025 1Q FORM 10-Q 19

| RESTRUCTURING LIABILITIES | 2025 | 2024 |
| --- | --- | --- |
| Balance as of January 1 | $308 | $276 |
| Additions | 40 | 78 |
| Payments | (46) | (61) |
| Foreign exchange and other | (25) | (4) |
| Balance as of March 31 | $277 | $289 |

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.

| TOTAL SEGMENT REVENUES BY BUSINESS UNIT | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Gas Power | $3,579 | $3,041 |
| Nuclear Power | 200 | 229 |
| Hydro Power | 157 | 181 |
| Steam Power | 487 | 584 |
| Power | $4,423 | $4,035 |
| Onshore Wind | $1,583 | $1,059 |
| Offshore Wind | 204 | 441 |
| LM Wind Power | 63 | 139 |
| Wind | $1,850 | $1,639 |
| Grid Solutions | $1,275 | $1,109 |
| Power Conversion & Storage | 381 | 336 |
| Electrification Software | 224 | 206 |
| Electrification | $1,879 | $1,651 |
| Total segment revenues | $8,151 | $7,325 |

| SEGMENT EBITDA / Three months ended March 31, 2025 | Power | Wind | Electrification | Total |
| --- | --- | --- | --- | --- |
| Equipment revenues | $1,422 | $1,406 | $1,369 | $4,197 |
| Services revenues | 2,924 | 438 | 466 | 3,828 |
| Intersegment revenues | 76 | 7 | 44 | 126 |
| Segment revenues | 4,423 | 1,850 | 1,879 | 8,151 |
| Other revenues and elimination of intersegment revenues |  |  |  | (119) |
| Total revenues |  |  |  | 8,032 |
| Less:(a) |  |  |  |  |
| Cost of revenues(b) | 3,369 | 1,840 | 1,283 |  |
| Selling, general, and administrative expenses(b) | 454 | 134 | 344 |  |
| Research and development expenses(b) | 104 | 33 | 87 |  |
| Other segment items(c) | (13) | (11) | (49) |  |
| Segment EBITDA | $508 | $(146) | $214 | $576 |

2025 1Q FORM 10-Q 20

| Three months ended March 31, 2024 | Power | Wind | Electrification | Total |
| --- | --- | --- | --- | --- |
| Equipment revenues | $1,185 | $1,227 | $1,203 | $3,615 |
| Services revenues | 2,823 | 407 | 403 | 3,632 |
| Intersegment revenues | 28 | 5 | 44 | 78 |
| Segment revenues | 4,035 | 1,639 | 1,651 | 7,325 |
| Other revenues and elimination of intersegment revenues |  |  |  | (65) |
| Total revenues |  |  |  | 7,260 |
| Less:(a) |  |  |  |  |
| Cost of revenues(b) | 3,136 | 1,610 | 1,195 |  |
| Selling, general, and administrative expenses(b) | 516 | 147 | 330 |  |
| Research and development expenses(b) | 80 | 62 | 87 |  |
| Other segment items(c) | (42) | (7) | (27) |  |
| Segment EBITDA | $345 | $(173) | $66 | $238 |

(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.

| RECONCILIATION OF SEGMENT EBITDA TO NET INCOME (LOSS) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Segment EBITDA | $576 | $238 |
| Corporate and other(a) | (119) | (49) |
| Restructuring and other charges | (67) | (148) |
| Gains (losses) on purchases and sales of business interests | 19 | (5) |
| Separation (costs) benefits(b) | (45) | — |
| Non-operating benefit income | 115 | 134 |
| Depreciation and amortization(c) | (203) | (209) |
| Interest and other financial charges – net(d) | 55 | (4) |
| Benefit (provision) for income taxes | (67) | (64) |
| Net income (loss) | $264 | $(106) |

(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.

| ASSETS BY SEGMENT | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Power | $23,882 | $24,161 |
| Wind | 9,922 | 9,970 |
| Electrification | 7,606 | 7,402 |
| Other(a) | 10,150 | 9,952 |
| Total assets | $51,559 | $51,485 |

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

| Line item | Property, plant, and equipment additions / Three months ended March 31 / 2025 | Property, plant, and equipment additions / Three months ended March 31 / 2024 | Depreciation and amortization / Three months ended March 31 / 2025 | Depreciation and amortization / Three months ended March 31 / 2024 |
| --- | --- | --- | --- | --- |
| Power | $84 | $50 | $116 | $115 |
| Wind | 50 | 112 | 54 | 66 |
| Electrification | 36 | 13 | 21 | 21 |
| Other | 15 | 42 | 15 | 48 |
| Total | $186 | $216 | $205 | $251 |

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.

| RPO | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| --- | --- | --- | --- |
| Equipment | $45,478 | $43,047 | $42,210 |
| Services | 77,959 | 75,976 | 74,083 |
| Total RPO | $123,438 | $119,023 | $116,293 |

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.

| REVENUES | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Equipment revenues | $4,197 | $3,617 |
| Services revenues | 3,835 | 3,642 |
| Total revenues | $8,032 | $7,260 |

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.

| EARNINGS (LOSS) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Operating income (loss) | $43 | $(289) |
| Net income (loss) | 264 | (106) |
| Net income (loss) attributable to GE Vernova | 254 | (130) |
| Adjusted EBITDA* | 457 | 189 |
| Diluted earnings (loss) per share(a) | $0.91 | $(0.47) |

(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.

| SUMMARY OF REPORTABLE SEGMENTS | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Power | $4,423 | $4,035 |
| Wind | 1,850 | 1,639 |
| Electrification | 1,879 | 1,651 |
| Eliminations and other | (119) | (65) |
| Total revenues | $8,032 | $7,260 |
| Segment EBITDA |  |  |
| Power | $508 | $345 |
| Wind | (146) | (173) |
| Electrification | 214 | 66 |
| Corporate and other(a) | (119) | (49) |
| Adjusted EBITDA*(b) | $457 | $189 |

(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

| Orders in units | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Gas Turbines | 38 | 34 |
| Heavy-Duty Gas Turbines | 29 | 16 |
| HA-Turbines | 8 | 8 |
| Aeroderivatives | 9 | 18 |
| Gas Turbine Gigawatts | 7.1 | 4.9 |

| Sales in units | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Gas Turbines | 19 | 17 |
| Heavy-Duty Gas Turbines | 12 | 10 |
| HA-Turbines | 5 | 1 |
| Aeroderivatives | 7 | 7 |
| Gas Turbine Gigawatts | 3.0 | 2.3 |

| RPO | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| --- | --- | --- | --- |
| Equipment | $13,920 | $12,461 | $14,394 |
| Services | 62,372 | 60,890 | 58,389 |
| Total RPO | $76,292 | $73,351 | $72,783 |

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

| SEGMENT REVENUES AND EBITDA | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Gas Power | $3,579 | $3,041 |
| Nuclear Power | 200 | 229 |
| Hydro Power | 157 | 181 |
| Steam Power | 487 | 584 |
| Total segment revenues | $4,423 | $4,035 |
| Equipment | $1,491 | $1,201 |
| Services | 2,931 | 2,833 |
| Total segment revenues | $4,423 | $4,035 |
| Segment EBITDA | $508 | $345 |
| Segment EBITDA margin | 11.5% | 8.6% |

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

| Onshore and Offshore Wind orders in units | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Wind Turbines | 23 | 190 |
| Repower Units | — | 41 |
| Wind Turbine and Repower Units Gigawatts | 0.1 | 0.7 |

| Onshore and Offshore Wind sales in units | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Wind Turbines | 276 | 252 |
| Repower Units | 130 | — |
| Wind Turbine and Repower Units Gigawatts | 1.3 | 1.1 |

| RPO | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| --- | --- | --- | --- |
| Equipment | $9,676 | $10,720 | $13,119 |
| Services | 12,484 | 11,962 | 13,045 |
| Total RPO | $22,160 | $22,682 | $26,164 |

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.

| SEGMENT REVENUES AND EBITDA | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Onshore Wind | $1,583 | $1,059 |
| Offshore Wind | 204 | 441 |
| LM Wind Power | 63 | 139 |
| Total segment revenues | $1,850 | $1,639 |
| Equipment | $1,412 | $1,232 |
| Services | 438 | 407 |
| Total segment revenues | $1,850 | $1,639 |
| Segment EBITDA | $(146) | $(173) |
| Segment EBITDA margin | (7.9)% | (10.6)% |

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 | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| --- | --- | --- | --- |
| Equipment | $21,996 | $20,005 | $14,849 |
| Services | 3,466 | 3,448 | 3,221 |
| Total RPO | $25,462 | $23,453 | $18,069 |

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.

| SEGMENT REVENUES AND EBITDA | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Grid Solutions | $1,275 | $1,109 |
| Power Conversion & Storage | 381 | 336 |
| Electrification Software | 224 | 206 |
| Total segment revenues | $1,879 | $1,651 |
| Equipment | $1,391 | $1,230 |
| Services | 487 | 421 |
| Total segment revenues | $1,879 | $1,651 |
| Segment EBITDA | $214 | $66 |
| Segment EBITDA margin | 11.4% | 4.0% |

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.

| FREE CASH FLOW (NON-GAAP) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 |
| --- | --- | --- |
| Cash from (used for) operating activities (GAAP) | $1,161 | $(444) |
| Add: Gross additions to property, plant, and equipment and internal-use software | (186) | (217) |
| Free cash flow (Non-GAAP) | $975 | $(661) |

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

**ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)**

| For the three months ended March 31 | Revenue(a) / 2025 | Revenue(a) / 2024 | Revenue(a) / V% | Segment EBITDA / 2025 | Segment EBITDA / 2024 | Segment EBITDA / V% | Segment EBITDA margin / 2025 | Segment EBITDA margin / 2024 | Segment EBITDA margin / V pts |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Power (GAAP) | $4,423 | $4,035 | 10% | $508 | $345 | 47% | 11.5% | 8.6% | 2.9pts |
| Less: Acquisitions | — | — |  | 1 | — |  |  |  |  |
| Less: Business dispositions | — | 182 |  | — | (20) |  |  |  |  |
| Less: Foreign currency effect | (27) | 2 |  | 15 | (36) |  |  |  |  |
| Power organic (Non-GAAP) | $4,449 | $3,851 | 16% | $493 | $401 | 23% | 11.1% | 10.4% | 0.7pts |
| Wind (GAAP) | $1,850 | $1,639 | 13% | $(146) | $(173) | 16% | (7.9)% | (10.6)% | 2.7pts |
| Less: Acquisitions | — | — |  | — | — |  |  |  |  |
| Less: Business dispositions | — | — |  | — | — |  |  |  |  |
| Less: Foreign currency effect | (36) | (7) |  | 2 | (14) |  |  |  |  |
| Wind organic (Non-GAAP) | $1,886 | $1,646 | 15% | $(148) | $(159) | 7% | (7.8)% | (9.7)% | 1.9pts |
| Electrification (GAAP) | $1,879 | $1,651 | 14% | $214 | $66 | F | 11.4% | 4.0% | 7.4pts |
| Less: Acquisitions | 1 | — |  | — | — |  |  |  |  |
| Less: Business dispositions | — | — |  | — | — |  |  |  |  |
| Less: Foreign currency effect | (66) | 6 |  | (2) | (7) |  |  |  |  |
| Electrification organic (Non-GAAP) | $1,945 | $1,645 | 18% | $217 | $73 | F | 11.2% | 4.4% | 6.8pts |

(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.

| ORGANIC REVENUES (NON-GAAP) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 | Three months ended March 31 / V% |
| --- | --- | --- | --- |
| Total revenues (GAAP) | $8,032 | $7,260 | 11% |
| Less: Acquisitions | 1 | — |  |
| Less: Business dispositions | — | 182 |  |
| Less: Foreign currency effect | (129) | 1 |  |
| Organic revenues (Non-GAAP) | $8,161 | $7,077 | 15% |

| EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 | Three months ended March 31 / V% |
| --- | --- | --- | --- |
| Total equipment revenues (GAAP) | $4,197 | $3,617 | 16% |
| Less: Acquisitions | — | — |  |
| Less: Business dispositions | — | 105 |  |
| Less: Foreign currency effect | (99) | 1 |  |
| Equipment organic revenues (Non-GAAP) | $4,296 | $3,512 | 22% |
| Total services revenues (GAAP) | $3,835 | $3,642 | 5% |
| Less: Acquisitions | 1 | — |  |
| Less: Business dispositions | — | 77 |  |
| Less: Foreign currency effect | (31) | — |  |
| Services organic revenues (Non-GAAP) | $3,865 | $3,565 | 8% |

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

| ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 | Three months ended March 31 / V% |
| --- | --- | --- | --- |
| Net income (loss) (GAAP) | $264 | $(106) | F |
| Add: Restructuring and other charges | 67 | 148 |  |
| Add: (Gains) losses on purchases and sales of business interests | (19) | 5 |  |
| Add: Separation costs (benefits)(a) | 45 | — |  |
| Add: Non-operating benefit income | (115) | (134) |  |
| Add: Depreciation and amortization(b) | 203 | 209 |  |
| Add: Interest and other financial (income) charges – net(c)(d) | (55) | 4 |  |
| Add: Provision (benefit) for income taxes(d) | 67 | 64 |  |
| Adjusted EBITDA (Non-GAAP) | $457 | $189 | F |
| Net income (loss) margin (GAAP) | 3.3% | (1.5)% | 4.8 pts |
| Adjusted EBITDA margin (Non-GAAP) | 5.7% | 2.6% | 3.1 pts |
| (a) 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.(b) 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.(c) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business operations primarily with customers.(d) Excludes interest expense 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. |  |  |  |

| ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN (NON-GAAP) | Three months ended March 31 / 2025 | Three months ended March 31 / 2024 | Three months ended March 31 / V% |
| --- | --- | --- | --- |
| Adjusted EBITDA (Non-GAAP) | $457 | $189 | F |
| Less: Acquisitions | — | — |  |
| Less: Business dispositions | — | (20) |  |
| Less: Foreign currency effect | 18 | (52) |  |
| Adjusted organic EBITDA (Non-GAAP) | $439 | $261 | 68% |
| Adjusted EBITDA margin (Non-GAAP) | 5.7% | 2.6% | 3.1 pts |
| Adjusted organic EBITDA margin (Non-GAAP) | 5.4% | 3.7% | 1.7 pts |

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:

| Line item | Total number of shares purchased(in thousands) | Average price paid per share | Total number of shares purchased as part of our share repurchase authorization(in thousands) | Approximate dollar value of shares that may yet be purchased under our share repurchase authorization(in millions) |
| --- | --- | --- | --- | --- |
| January | 11 | $354.39 | 11 | $5,993 |
| February | 552 | 331.75 | 552 | 5,810 |
| March | 3,418 | 297.62 | 3,418 | 4,793 |
| Total | 3,980 | $302.50 | 3,980 |  |

## 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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned thereunto duly authorized.

April 23, 2025 /s/ Matthew J. Potvin

Date Matthew J. Potvin  Vice President, Controller and Chief Accounting Officer  Principal Accounting Officer

---

## EX-10.1

SEC source: [gev1q2025exhibit101.htm](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q2025exhibit101.htm)

1

GE Energy Supplementary Pension PlanExhibit 10.1 Amended as of January 1, 2025

### Introduction

The GE Energy Supplementary Pension Plan consists of two parts as set forth herein.  Part I describes Supplementary Pension Annuity Benefits, and Part II describes  Executive Retirement Installment Benefits.

Effective January 1, 2023 in anticipation of General Electric Company’s split into three  separate companies comprising General Electric Company’s aviation, healthcare, and  energy businesses, respectively, the benefits and liabilities under the GE  Supplementary Pension Plan (renamed the GE Aerospace Supplementary Pension  Plan) attributable to certain individuals were transferred to this Plan, as described in  Appendix A. After December 31, 2022, no individual whose benefit was transferred to  this Plan from the GE Supplementary Pension Plan (nor any of their beneficiaries) shall  accrue additional benefits or service, or have any rights, under, or with respect to, the  GE Supplementary Pension Plan (even if such individual is subsequently employed by,  or has service with, the General Electric Company or the GE Affiliates), unless the  individual’s benefit is transferred back to the GE Supplementary Pension Plan in  accordance with Appendix A. Because this Plan is a continuation of the GE  Supplementary Pension Plan, this document includes the provisions of the GE  Supplementary Pension Plan that applied before January 1, 2023. Effective January 1,  2025, the Plan is amended and restated as set forth herein.

Notwithstanding any other provision to the contrary, effective January 1, 2011, Part I of  the Plan is closed. Accordingly, an Employee shall be eligible for a Supplementary  Pension Annuity Benefit only if he participated in this Plan on or before December 31,  2010 (and shall actually receive such benefit only if he meets all the other applicable  requirements therefor). For purposes of determining whether an Employee participated  in the Plan on or before December 31, 2010: (a) any period of service described in  Section XV(b) shall be disregarded and (b) an Employee shall be deemed to have met  such requirement if he waived participation in the GE Energy Pension Plan, but was  otherwise eligible to participate in this Plan and is not an Excluded Employee or  Ineligible Employee under the GE Energy Pension Plan.

Notwithstanding any other provision to the contrary, effective December 31, 2020,  benefits under Part I of the Plan are frozen, and no Employee shall accrue benefits  under Part I of the Plan after such date. Prior to January 1, 2021, Part I and Part II of  the Plan provided mutually exclusive benefits, and eligible Employees earned their  entire benefits under the Plan either under Part I or Part II, but not both. However,  Employees who are eligible for and participating under Part I of the Plan on  December 31, 2020, shall commence participation under Part II of the Plan on  January 1, 2021. An Employee will be considered to be eligible for and participating  under Part I of the Plan and will be eligible to participate under Part II of the Plan only if,  on December 31, 2020, the Employee: (A) was assigned to the GE executive or higher  career band; (B) was employed by the Company; and (C) was enrolled in the GE  Energy Pension Plan (i.e., had not waived or suspended participation in the GE Energy  Pension Plan).

2

Further notwithstanding any other provision to the contrary, Part II of the Plan is closed  effective January 1, 2021. Accordingly, an Employee shall be eligible for an Executive  Retirement Installment Benefit only if he was eligible for and participating under Part I or  Part II of the Plan on December 31, 2020 (and shall actually receive such benefit only if  he meets all the other applicable requirements therefor). For the avoidance of doubt, an  Employee who was previously eligible for Part II of the Plan will not be eligible to accrue  future Benefit Service under Part II of the Plan if, on December 31, 2020, the Employee:  (A) was not assigned to the GE executive or higher career band or (B) was not  employed by the Company.

The Benefits Administrative Committee may adopt such rules as it deems necessary to  determine which Part of the Plan applies to which Employees.

As described in Section XXIII, certain provisions of Part I apply to Part II, but no  provisions of Part II apply to Part I (except that the service disregard rule in  Section XV(b) shall apply in determining which Part of the Plan applies to which  Employees).

3

Part I: Supplementary Pension Annuity Benefits

(closed to new participants and frozen)

As more fully described in the Introduction (and subject to the rules thereof), this  Part I of the Plan is closed effective January 1, 2011, and an Employee shall be eligible  to participate under this Part I (and not Part II) only if he participated in the Plan on or  before December 31, 2010 (and shall actually receive a benefit under this Part only if he  meets all the other applicable requirements therefor). In addition, effective December  31, 2020, benefits under Part I of the Plan are frozen, and no Employee shall accrue  benefits under Part I of the Plan on and after such date. Employees who were eligible  for and participating under this Part I of the Plan on December 31, 2020, shall  commence participation under Part II of the Plan on January 1, 2021.

Section I.Eligible Employees

Each Employee who (i) participated in the Plan on or before December 31, 2010, (ii) is  assigned to the Sponsor’s executive or higher career band (or a position of equivalent  responsibility as determined by the Benefits Administrative Committee), (iii) has five or  more years of Pension Qualification Service and (iv) is a participant in the GE Energy  Pension Plan shall be eligible to participate, and shall participate, in this Supplementary  Pension Plan to the extent of the benefits provided herein, provided that:

(a)the foregoing shall not apply to an Employee of a Company other than the

Sponsor which has not agreed to bear the cost of this Plan with respect to  its Employees;

(b)except as provided in Section V, an Employee who retires under the

optional retirement provisions of the GE Energy Pension Plan before the  first day of the month following attainment of age 60, or an Employee who  leaves the Service of the Company before attainment of age 60, shall not  be eligible for a Supplementary Pension under this Plan; and

(c)no individual shall accrue a benefit under this Part I in respect of any

period after December 31, 2020.

An employee of any other company who participates in the GE Energy Pension Plan,  though the employing company does not participate in the GE Energy Pension Plan,  shall be eligible for benefits under this Plan, provided that such employee meets the job  position requirement specified above, and the employee’s participation in the  Supplementary Pension Plan is accepted by the Benefits Administrative Committee.

An Employee who was eligible to participate in this Plan by virtue of his assigned  position level or position of equivalent responsibility throughout any consecutive three  years of the fifteen year period ending on either the last day of the month preceding his  termination of Service date for retirement or December 31, 2020, and who meets the  other requirements specified in this Section shall be eligible for the benefits provided  herein even though he does not meet the eligibility requirements on the date his Service  terminates.

4

The Benefits Administrative Committee, or its delegate, may approve the continued  participation in the Plan of an individual who is localized outside the United States as an  employee of the Company or an Affiliate and who otherwise meets all of the eligibility  conditions set forth herein during such localization. The designated individual’s service  and pay while localized, with appropriate offsets for local country benefits, shall be  counted in calculating his Supplementary Pension. Such calculation and the individual’s  entitlement to any benefits herein shall be determined consistent with the principles of  the Plan as they apply to participants who are not localized, provided that the Benefits  Administrative Committee, or its delegate, may direct such other treatment, if any, as it  deems appropriate.

An Employee who was eligible to participate under this Part I of the Plan and who,  before becoming entitled to a Supplementary Pension under this Part I of the Plan, left  the Service of the Company and all Affiliates shall not again become eligible for a  Supplementary Pension under this Part I of the Plan during any period of reemployment  with the Company that commences on or after January 1, 2021.

Section II.Definitions

(a)Annual Estimated Social Security Benefit - The Annual Estimated Social

Security Benefit shall mean the annual equivalent of the maximum  possible Primary Insurance Amount payable, after reduction for early  retirement, as an old-age benefit to an employee who retired at age 62 on  January 1st of the calendar year in which occurred the earliest of the  following three dates: (1) the Employee’s actual date of retirement, (2) the  Employee’s date of death, or (3) December 31, 2020; provided, however,  that in the case of an Employee who is a New Plan Participant on the date  of his termination of Service, age 65 shall be substituted for age 62 above.  Such Annual Estimated Social Security Benefit shall be determined by the  Company in accordance with the Federal Social Security Act in effect at  the end of the calendar year immediately preceding such January 1st.

For determinations which become effective on or after January 1, 1978, if  an Employee has less than 35 years of Pension Benefit Service, the  Annual Estimated Social Security Benefit shall be the amount determined  under the first paragraph of this definition hereof multiplied by a factor, the  numerator of which shall be the number of years of the Employee’s  Pension Benefit Service to the earliest of the following three dates: (1) his  date of retirement, (2) his date of death, or (3) December 31, 2020, and  the denominator of which shall be 35.

The Annual Estimated Social Security Benefit as so determined shall be  adjusted to include any social security, severance or similar benefit  provided under foreign law or regulation as the Benefits Administrative  Committee may prescribe.

(b)Annual Pension Payable under the GE Energy Pension Plan - The Annual

Pension Payable under the GE Energy Pension Plan shall mean the sum

5

of (1) the total annual past service annuity, future service annuity and  Personal Pension Account Annuity deemed to be credited to the Employee  as of the earliest of the following three dates: (i) his date of retirement, (ii)  his date of death, or (iii) December 31, 2020, plus any interest that is  credited to the Personal Pension Account following December 31, 2020,  and any additional annual amount required to provide the minimum  pension under the GE Energy Pension Plan and (2) with respect to  pension amounts accrued through December 31, 2020, any annual  pension (or the annual pension equivalent of other forms of payment)  payable under any other pension plan, policy, contract, or government  program attributable to periods for which Pension Benefit Service is  granted by the Benefits Administrative Committee or is credited by the GE  Energy Pension Plan provided the Benefits Administrative Committee  determines such annual pension shall be deductible from the benefit  payable under this Plan. All such amounts shall be determined before  application of any reduction factors for optional or disability retirement, for  election of any optional form of Pension at retirement, a qualified domestic  relations order(s), if any, or in connection with any other adjustment made  pursuant to the GE Energy Pension Plan or any other pension plan.

For the purposes of this paragraph, the Employee’s Annual Pension  Payable under the GE Energy Pension Plan shall include (1) the Personal  Pension Account Annuity deemed payable to the Employee or the  Employee’s spouse on the earliest of the following three dates: (i) the  date of the Employee’s retirement, (ii) the date of the Employee’s death, or  (iii) December 31, 2020, as the case may be, regardless of whether such  annuity commenced on such date and (2) any interest that is credited to  the Personal Pension Account following December 31, 2020.

(c)Annual Retirement Income - For Employees who retire on or after July 1,

1988 or who die in active Service on or after such date, an Employee’s  Annual Retirement Income shall mean the amount determined by  multiplying 1.75% of the Employee’s Average Annual Compensation by  the number of years of Pension Benefit Service completed by the  Employee at the earliest of the following three dates: (1) the date of his  retirement, (2) the date of his death, or (3) December 31, 2020.

(d)Average Annual Compensation - For purposes of Part I of the Plan,

Average Annual Compensation means one-third of the Employee’s  Compensation for the highest 36 consecutive months during the last  120 completed months before the earliest of the following dates: (1) his  date of retirement, (2) his date of death, or (3) December 31, 2020. For  purposes of Part II of the Plan, Average Annual Compensation means  one-third of the Employee’s Compensation for the highest 36 consecutive  months during the last 120 completed months before the earliest of the  following dates: (1) if the Employee is demoted, the later of (A) the date  he ceases to be eligible to continue accruing Benefit Service solely  because he is no longer assigned to the Sponsor’s executive or higher  career band or (B) December 31, 2020; (2) his date of retirement; or (3)  the date of his death. In computing an Employee’s Average Annual  Compensation, his normal straight-time earnings shall be substituted for  his actual Compensation for any month in which such normal straight-time  6

earnings are greater. The Benefits Administrative Committee shall specify  the basis for determining any Employee’s Compensation for any portion of  the 120 completed months used to compute the Employee’s Average  Annual Compensation during which the Employee was not employed by  an employer participating in this Plan.

(e)Benefits Administrative Committee – For purposes of the Plan, “Benefits

Administrative Committee” means the GE Vernova Benefits Administrative  Committee.

(f)Cause - For purposes of Part I of the Plan, “Cause” means, as determined

in the sole discretion of the Benefits Administrative Committee, an  Employee’s:

(1) breach of the Employee Innovation and Proprietary Information  Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or an Affiliate or breach  of a material term of any other agreement between the Employee  and the Company or an Affiliate;

(2) engagement in conduct that results in, or has the potential to cause,  material harm financially, reputationally, or otherwise to the  Company or an Affiliate;

(3) commission of an act of dishonesty, fraud, embezzlement or theft;

(4) conviction of, or plea of guilty or no contest to, a felony or crime  involving moral turpitude; or

(5) failure to comply with the Company’s and all Affiliate’s’ policies and  procedures, including but not limited to The Spirit and Letter.

(g)Compensation - For periods after December 31, 1969, “Compensation” for

the purposes of this Plan shall mean with respect to the period in question  salary (including any deferred salary approved by the Benefits  Administrative Committee as compensation for purposes of this Plan) plus:

(1) for persons then eligible for Incentive Compensation, the total  amount of any Incentive Compensation earned except to the extent  such Incentive Compensation is excluded by the Benefits  Administrative Committee;

(2) for persons who would then have been eligible for Incentive  Compensation if they had not been participants in a Sales  Commission Plan or other variable compensation plan, the total  amount of sales commissions (or other variable compensation  earned);

(3) for all other persons, the sales commissions and other variable  compensation earned by them but only to the extent such earnings  were then included under the GE Energy Pension Plan;

7

plus any amounts (other than salary and those mentioned in clauses  (1) through (3) above) which were then included as Compensation under  the GE Energy Pension Plan except any amounts which the Benefits  Administrative Committee may exclude from the computation of  “Compensation” and subject to the powers of the Committee under  Section IX hereof.

For periods before January 1, 1970, “Compensation” for the purposes of  this Plan has the same meaning as under the GE Energy Pension Plan  applying the rules in effect during such periods.

The definition set forth in this paragraph (e) shall apply to the calculation of  any and all Supplementary Pension benefits payable on and after January  1, 1976. All such payments made prior to January 1, 1976 shall be  determined in accordance with the terms of the Plan in effect prior to such  date.

Notwithstanding any provision of the Plan to the contrary, in no event will  Incentive Compensation, commissions and similar variable compensation  paid after the end of the calendar year in which the Employee’s Service  terminates be disregarded as Compensation hereunder as a result of the  exclusion of such remuneration from Compensation under the GE Energy  Pension Plan pursuant to the last sentence of the first paragraph of the  definition of “Compensation” set forth in Section XXVI therein.

Notwithstanding the foregoing, “Compensation” for purposes of Part I of  the Plan shall not include amounts of any type earned by an Employee  after December 31, 2020.

(h)GE Energy Excess Benefits Plan – means the GE Energy Excess Benefits

Plan. Prior to January 1, 2023, the GE Energy Excess Benefits Plan was  named the GE Excess Benefits Plan.

(i)GE Energy Pension Plan – means, on and after January 1, 2023, the GE

Energy Pension Plan, as amended from time to time. For periods before  January 1, 2023, it means the GE Pension Plan, as then in effect.

(j)Grandfathered Employee - Grandfathered Employee means an Employee

who did not accrue or acquire a non-forfeitable interest in any benefits  hereunder on or after January 1, 2005.

(k)Grandfathered Plan Benefit - Grandfathered Plan Benefit means:

(1) in the case of Grandfathered Employees, their entire  Supplementary Pension hereunder.

(2) in the case of Grandfathered Specified Employees, the accrued,  non-forfeitable annuity to which the Grandfathered Specified  Employee would have been entitled under this Plan if the  8

Grandfathered Specified Employee voluntarily terminated  employment on December 31, 2004, and received a payment of the  benefits available from this Plan (A) on the earliest possible date  allowed under this Plan to receive a payment of benefits following  Separation from Service, and (B) in any payment form permitted  under the GE Energy Pension Plan on December 31, 2004. If a  Grandfathered Specified Employee elects to receive benefits in the  form of a 75% Alternative Survivor Benefit under the principles of  Section IX.10 of the GE Energy Pension Plan, then his  Grandfathered Plan Benefit with respect to such form of distribution  shall be the portion attributable to his accrued benefit as of  December 31, 2004 as determined above and based on the  methodology set forth in Section IX.10 of the GE Energy Pension  Plan for converting benefits to this form of distribution.

(l)Grandfathered Specified Employee - Grandfathered Specified Employee

means a Specified Employee determined as of December 31, 2008 who  had a non-forfeitable interest hereunder as of December 31, 2004.

(m)Non-Grandfathered Plan Benefit - Non-Grandfathered Plan Benefit means

all of the Supplementary Pension payable under this Plan except for the  Grandfathered Plan Benefit.

(n)Officers - Officers shall mean the Chairman of the Board, the Vice

Chairmen, the President, the Vice Presidents (including Group Vice  Presidents and Senior Vice Presidents), Officer Equivalents and such  other Employees as the Benefits Administrative Committee may  designate.

(o)Pension Benefit Service - Pension Benefit Service shall have the same

meaning herein as in the GE Energy Pension Plan except that for periods  before January 1, 1976, the term Credited Service as a full-time Employee  shall also include all Service credited under the GE Energy Pension Plan  to such Employee for any period during which he was a full-time Employee  for purposes of such GE Energy Pension Plan.

Pension Benefit Service shall also include:

(1) any period of service with the Company or an Affiliate as the  Benefits Administrative Committee may otherwise provide by rules  and regulations issued with respect to this Plan, and,

(2) any period of service with another employer as may be approved  from time to time by the Benefits Administrative Committee but only  to the extent that any conditions specified in such approval have  been met.

No Employee shall be credited with Pension Benefit Service for purposes  of Part I of the Plan for any periods of employment after December 31,  2020. An Employee’s Pension Benefit Service that is reinstated after  December 31, 2020, for purposes of the GE Energy Pension Plan  pursuant to Section XXI.3.a (Eligibility for Reinstatement) of such plan  9

shall be reinstated for purposes of this Plan only if such Employee has  been continuously in the Service of the Company or an Affiliate from  January 1, 2021, until the date of such reinstatement.

(p)Pension Qualification Service - Pension Qualification Service shall have

the same meaning herein as in the GE Energy Pension Plan except that  for periods before January 1, 1976 the term Credited Service used in  determining such Pension Qualification Service shall mean only Service  for which an Employee is credited with a past service annuity or a future  service annuity under the GE Energy Pension Plan (plus his first year of  Service where such year is recognized as additional Credited Service  under that Plan), except as the Benefits Administrative Committee may  otherwise provide by rules and regulations issued with respect to this Plan.  Pension Qualification Service that is credited to an Employee under the  GE Energy Pension Plan after December 31, 2020, including service with  an Affiliate that is credited as Pension Qualification Service under Section  XVI.2 (Transfer to and from Non-Participating Companies) of the GE  Energy Pension Plan, will continue to be credited as Pension Qualification  Service under this Plan; provided, however, that an Employee who leaves  the Service of the Company and all Affiliates at any time and is  subsequently rehired by the Company or an Affiliate on or after January 1,  2021:

(1) will not have any Pension Qualification Service attributable to any  earlier period of employment with the Company or an Affiliate  reinstated, regardless of whether such Pension Qualification  Service is reinstated under Section XXI.3.a (Eligibility for  Reinstatement) or any other provision of the GE Energy Pension  Plan;

(2) will not be credited with any Pension Qualification Service  attributable to service with an Affiliate that does not participate in  this Plan, regardless of whether such service is credited as Pension  Qualification Service under Section XVI.2 (Transfer to and from  Non-Participating Companies) or any other provision of the GE  Energy Pension Plan; and

(3) will not be credited with Pension Qualification Service for purposes  of this Plan with respect to the Employee’s period of reemployment.

(q)Release - Release means a release and waiver of claims which may

include, among other things and where legally permissible, confidentiality,  cooperation, non-competition, non-solicitation and/or non-disparagement  requirements.

(r)Separation from Service - Separation from Service means an Employee’s

termination of employment with the Company and all Affiliates (defined for  purposes of this Plan as any company or business entity in which the  Sponsor has a 50% or more interest whether or not a participating  employer in the Plan); provided that, Separation from Service for purposes  of the Plan shall be interpreted consistent with the requirements of Section  409A and regulations and other guidance issued thereunder. For  purposes of clarity, any references in this Plan to Service in the context of  10

determining the time or form of benefits will not extend beyond an  Employee’s Separation from Service. For the avoidance of doubt, the  spinoffs of GE HealthCare and GE Vernova from the General Electric  Company shall not be treated as a Separation from Service.

(s)Service of the Company or an Affiliate - An Employee is in the “Service of

the Company or an Affiliate” if the Employee is employed by the Company  or an Affiliate or has terminated employment with the Company and all  Affiliates but has not had his protected service (also referred to as  “continuous service”) terminated under established Company procedures.  An Employee who “leaves the Service of the Company and all Affiliates”  terminates employment with the Company and all Affiliates and has his  protected (or continuous) service terminated under established Company  procedures.

(t)Service with the Company - An Employee is in “Service with the Company”

if the Employee is employed by the Company or has terminated  employment with the Company but has not had his protected service (also  referred to as “continuous service”) terminated under established  Company procedures.

(u)Specified Employee - Specified Employee means a specified employee as

described in the Company’s Procedures for Determining Specified  Employees under Code Section 409A, as amended from time to time.

All other terms used in this Plan which are defined in the GE Energy Pension Plan shall  have the same meanings herein as therein, unless otherwise expressly provided in this  Plan.

Section III.Amount of Supplementary Pension at or After Normal Retirement

(a)The annual Supplementary Pension payable to an eligible Employee who

retires on or after his normal retirement date within the meaning of the GE  Energy Pension Plan shall be equal to the excess, if any, of the  Employee’s Annual Retirement Income, over the sum of:

(1) the Employee’s Annual Pension Payable under the GE Energy  Pension Plan;

(2)½ of the Employee’s Annual Estimated Social Security Benefit;

(3) the Employee’s annual excess benefit, if any, payable under the GE  Energy Excess Benefit Plan and/or any successor thereto; and

(4) The Employee’s annual benefit, if any, payable under the GE  Energy Executive Special Early Retirement Option and Plant  Closing Retirement Option Plan and/or any successor thereto.

Such Supplementary Pension shall be subject to the limitations specified  in Section IX. An eligible Employee who did not retire hereunder before  January 1, 2021, must additionally remain continuously in the Service of  the Company or an Affiliate from January 1, 2021, until retirement on or  11

after his normal retirement date within the meaning of the GE Energy  Pension Plan in order to receive a Supplementary Pension computed  under this Section III(a).

(b)The Supplementary Pension of an Employee who continues in the Service

of the Company or an Affiliate after his normal retirement date shall not  commence before his actual retirement date following Separation from  Service, regardless of whether such Employee has attained age 70-½ and  commenced receiving his pension under the GE Energy Pension Plan.

(c)Consistent with established Company procedures, if an eligible Employee

commences his Supplementary Pension at the time set forth in  Section X(a) but remains in protected service for other purposes, his initial  Supplementary Pension Plan benefit shall be based on his service credits  earned up to the commencement date of his Supplementary Pension Plan  benefit. Following the eligible Employee’s break in protected service, the  dollar amount (but not the time or form of distribution) of the eligible  Employee’s Supplementary Pension Plan benefit shall be adjusted  consistent with such procedures to take into account any additional  service credits the eligible Employee may have earned under the GE  Energy Pension Plan and any related offsets. For periods on and after  January 1, 2021, “service credits” described in this Section III(c) shall not  include Pension Benefit Service, which shall not be credited under Part I of  this Plan to any Employee after December 31, 2020.

(d)For the avoidance of doubt, an individual who is not eligible for a benefit

under the GE Energy Pension Plan shall not be eligible for a  Supplementary Pension, and benefits under this Plan shall be determined  consistently with the intent not to duplicate benefits that are payable from  another plan.

Section IV.Amount of Supplementary Pension at Optional or Disability

Retirement

(a)The annual Supplementary Pension payable to an eligible Employee who,

following attainment of age 60, retires hereunder on an optional retirement  date within the meaning of Section V.1. of the GE Energy Pension Plan  shall be computed in the manner provided by Section III(a) (for an  Employee retiring on his normal retirement date) but taking into account  only Pension Benefit Service and Average Annual Compensation to the  earlier of the actual date of optional retirement or December 31, 2020.  Such Supplementary Pension shall be subject to the limitations specified  in Section IX. In the event such Employee is a New Plan Participant on  the date of his termination of Service, such Supplementary Pension, as so  limited, shall be reduced to reflect commencement before his normal  retirement date by applying the methodology provided under Section V.3.  of the GE Energy Pension Plan. Consistent with the foregoing, such  reduction shall equal 5/12% for each month from the first month following  such Employee’s Separation from Service to his normal retirement date.  Said reduction shall not be imposed, however, in the event such  Employee’s Separation from Service occurs on or after the Employee’s (1)  attainment of at least age 62 and (2) completion of at least 25 years of  Pension Qualification Service. An eligible Employee who did not retire  12

hereunder before January 1, 2021, must additionally remain continuously  in the Service of the Company or an Affiliate from January 1, 2021, until  retirement on an optional retirement date within the meaning of  Section V.1 of the GE Energy Pension Plan in order to receive a  Supplementary Pension computed under this Section IV(a).

(b)The annual Supplementary Pension payable to an eligible Employee who

retires on a Disability Pension under Section VII of the GE Energy Pension  Plan and who qualifies as disabled by receiving income replacement  benefits under a Company plan for a period of not less than three months  and otherwise meeting the requirements under Treasury regulation  section 1.409A-3(i)(4) and regulations and other guidance issued  thereunder shall first be computed in the manner provided by Section III(a)  (for an Employee retiring on his normal retirement date) taking into  account only Pension Benefit Service and Average Annual Compensation  to the earlier of the actual date of disability retirement or December 31,  2020. Such Supplementary Pension shall be subject to the limitations  specified in Section IX. In the event the Employee is a New Plan  Participant, such Supplementary Pension, as so limited, shall be reduced  by 25% consistent with the methodology provided under Section VII.3. of  the GE Energy Pension Plan to reflect commencement before the  Employee’s earliest optional retirement age. An eligible Employee who did  not retire hereunder before January 1, 2021, must additionally remain  continuously in the Service of the Company or an Affiliate from January 1,  2021, until retirement on a Disability Pension under Section VII of the GE  Energy Pension Plan in order to receive a Supplementary Pension  computed under this Section IV(b).

If the Disability Pension payable to the Employee under the GE Energy  Pension Plan is discontinued thereunder as a result of the cessation of the  Employee’s disability prior to the attainment of age 60, the Supplementary  Pension provided under this Section IV(b) shall be forfeited and the  Employee shall only be eligible for a Supplementary Pension to the extent  he separately qualifies under another provision set forth herein.

Section V.Special Benefit Protection for Certain Employees

(a)A former Employee whose Service with the Company is terminated on or

after June 27, 1988, before attainment of age 60 and after completion of  25 or more years of Pension Qualification Service who does not withdraw  his contributions from the GE Energy Pension Plan before retirement and  who meets one of the following conditions shall be eligible for a  Supplementary Pension under this Plan commencing at the time set forth  in Section X.(a). An eligible Employee who did not meet such  requirements before January 1, 2021, must additionally remain  continuously in the Service of the Company or an Affiliate from January 1,  2021, until meeting one of the following conditions to be eligible for a  Supplementary Pension under this Plan.

(1) The Employee’s Service is terminated because of a Plant Closing.

13

(2) The Employee’s Service is terminated for transfer to a Successor  Employer. The conditions of this paragraph (2) shall not be  satisfied, however, if the transferred Employee retires under the GE  Energy Pension Plan before July 1, 2000 and prior to the later of  (A) his termination of service with the Successor Employer and  (B the first of the month following attainment of age 60. For the  avoidance of doubt, this Section V(a) shall not apply if all Plan  liabilities with respect to the Employee are transferred to a spin-off  plan maintained by such Successor Employer or an affiliate thereof.

(3) The Employee’s Service terminated after one year on layoff with  protected service.

Effective July 1, 1994 and regardless of whether the Employee terminated  Service on, before or after such date, for purposes of this Section V(a) and  any other provision of this Plan, a former Employee will be deemed to  have withdrawn his contributions from the GE Energy Pension Plan at  such time the payment of benefits attributable to such contributions  commences, regardless of whether such contributions are paid in the form  of a lump sum or an annuity.

(b)The Supplementary Pension, if any, for Employees who meet the

conditions in Section V(a) shall be calculated in accordance with the  provisions of Section IV(a) (other than the requirement to remain  continuously in the Service of the Company or an Affiliate from January 1,  2021, until retirement), including the imposition of the reduction described  therein to reflect a commencement date occurring before normal  retirement date in the case of Employees who are New Plan Participants  on the date of their termination of Service. For purposes of making this  calculation, the Employee’s: (1) Pension Benefit Service to the earlier of  the Service termination date or December 31, 2020, shall be considered;  (2) Average Annual Compensation shall be based on the last 120  completed months before the earlier of such Service termination date or  December 31, 2020; and (3) Annual Estimated Social Security Benefit  shall be determined as though the Employee’s retirement date was the  earlier of such Service termination date or December 31, 2020.

(c)No Supplementary Pension shall be payable to any former Employee who

elects to accelerate the commencement of his pension under the GE  Energy Pension Plan under Section XI.4.b(iii) therein, nor shall any death  or survivor benefits be payable hereunder with respect to such an  Employee.

(d)In the event a former Employee whose Service with the Company was

terminated under circumstances entitling him to a benefit pursuant to this  Section V is reemployed, such Employee will retain a non-forfeitable  interest in a benefit equal to the amount payable under this provision  attributable to such Employee’s first period of service (with the calculation  of any offsets determined in accordance with established administrative  practices and based upon assumptions in effect as of such Employee’s  first termination date). The same principle shall apply in determining the  non-forfeitable interest hereunder of similarly-situated Employees with less  14

than 25 years of Pension Qualification Service who, as a result of  Company or Benefits Administrative Committee action, attained a non-forfeitable interest in their Supplementary Pension upon transfer to a  successor employer and are subsequently re-employed by the Company.

(e)In the event General Electric Company announces its intention to dispose

of a predominant share of the businesses of General Electric Capital  Corporation and its subsidiaries, Employees of any such GE Capital  operations to be disposed of or discontinued in connection with such  action will be eligible for Special Benefit Protection treatment as described  in this Section V by meeting the conditions for such treatment set forth in  this Section V, except that they will only be required to have completed at  least 10 years (instead of 25 years) of Pension Qualification Service as of  their termination because of a Plant Closing, transfer to Successor  Employer or layoff after one year on protected service. This paragraph (e)  shall not apply to an Employee who terminates Service for any other  reason, or is assigned to (or offered employment with) any continuing  operation of the Company or any Affiliate (including a continuing GE  Capital operation). This paragraph (e) also shall not apply unless the  Employee executes a Release on such terms and in such manner as the  Company may require in its absolute discretion. Notwithstanding the  foregoing, the Benefits Administrative Committee may in its absolute  discretion prescribe such additional conditions and other rules as it deems  necessary or advisable in applying this paragraph (e), including the  designation of groups of employees who shall and shall not be eligible for  this Special Benefit Protection treatment.

This paragraph (e) is intended to serve as a special retention arrangement  in connection with General Electric Company’s announcement to dispose  of a predominant share of the businesses of General Electric Capital  Corporation and its subsidiaries. This paragraph (e) shall not apply to any  employee who terminates service prior to such an announcement or is on  protected service at the time of such announcement, except as otherwise  provided by the Benefits Administrative Committee in its absolute  discretion.

(f)Employees of the General Electric Company (“GE”) corporate division who

are laid off as a result of the November 9, 2021 announcement to  restructure into three industry leading public companies focused on  aviation, healthcare and energy (the “Transition”) will be eligible for  Special Benefit Protection treatment described in this Section V by  meeting the conditions for such treatment set forth in this Section V,  except that the service eligibility requirement will be met if they have  completed at least 10 years (instead of 25 years) of Pension Qualification  Service as of their Separation from Service, or would have completed at  least 10 years of Pension Qualification Service by December 31, 2023.  This paragraph (f) shall not apply to an Employee who (i) is laid off from  any other business or division of GE, (ii) is laid off from the corporate  division of GE for any other reason, (iii) is assigned to (or offered  employment with) any continuing operation of the Company or any Affiliate  or their successor entities or (iv) as of March 1, 2022, is an executive  officer and Senior Vice President or above of GE. This paragraph (f) also  15

shall not apply unless the Employee executes a Release on such terms  and in such manner as the Company may require in its absolute  discretion. Notwithstanding the foregoing, the Benefits Administrative  Committee may in its absolute discretion prescribe such additional  conditions and other rules as it deems necessary or advisable in applying  this paragraph (f), including the designation of groups of employees who  shall and shall not be eligible for this Special Benefit Protection treatment.

Notwithstanding the foregoing and any provision of this Plan to the  contrary, if the employment of an Employee who vests in a Supplementary  Pension pursuant to this paragraph (f) is terminated for Cause or if the  Benefits Administrative Committee determines in its sole discretion that  such Employee has engaged in conduct that (i) constitutes a breach of the  Release, (ii) results in (or has the potential to cause) material harm  financially, reputationally, or otherwise to the Company or an Affiliate or  their successor entities or (iii) occurred prior to the Employee’s Separation  from Service and would give rise to a termination for Cause (regardless of  whether such conduct is discovered before, during or after the Employee’s  Separation from Service), the Employee shall forfeit the Employee’s right  to any unpaid Supplementary Pension under this Plan and may be  required to repay any Supplementary Pension amounts previously paid  under the Plan to the extent recovery is permitted by law. The remedy  under this subsection (f) is not exclusive and shall not limit any right of the  Company or any Affiliate under applicable law, including (but not limited to)  a remedy under (i) Section 10D of the Securities Exchange Act of 1934, as  amended, (ii) any applicable rules or regulations promulgated by the  Securities and Exchange Commission or any national securities exchange  or national securities association on which shares of the Company may be  traded, and/or (iii) any Company policy adopted with respect to  compensation recoupment.

Section VI.Survivor Benefits

If a survivor benefit applies with respect to an Employee’s Supplementary Pension  pursuant to Section X below, his Supplementary Pension shall be reduced in the same  manner as the pension payable under the GE Energy Pension Plan is reduced under  such circumstances in accordance with the principles of Section IX of the GE Energy  Pension Plan.

Section VII.Payments Upon Death

If an eligible Employee dies in active Service or following retirement on a  Supplementary Pension, or if a former Employee entitled to a Supplementary Pension  pursuant to Section V dies prior to such retirement, (1) the principles of Section X of the  GE Energy Pension Plan (disregarding any references therein to Employee  contributions) shall apply to determine whether a death benefit is payable to the  beneficiary or Surviving Spouse of such Employee under this Supplementary Pension  16

Plan, and (2) any such death benefit shall be computed and paid in accordance with  such principles, based on the Supplementary Pension payable under this Plan;  provided, however, that:

(a)with respect to any pre-retirement death benefit attributable to Non-

Grandfathered Plan Benefits where a Surviving Spouse otherwise would  have a choice to receive such benefit as an annuity in accordance with the  principles of Section X.9 of the GE Energy Pension Plan (Preretirement  Spouse Benefit) or as a lump sum in accordance with the principles of  either Section X.2 (Five Year Certain (Death After Optional Retirement  Age)) or Section X.3 (Five Year Certain (Death After 15 Years Pension  Qualification Service)) of the GE Energy Pension Plan, the lump sum  value of such benefit under each applicable paragraph shall be  determined (in the case of the Preretirement Spouse Benefit, based on the  actuarial assumptions described in paragraph 3 of Section XV of the GE  Energy Pension Plan), and then the Surviving Spouse shall receive  whichever resulting lump sum value is larger as of the first day of the  month following the Employee’s death. For purposes of clarity, such  Surviving Spouse shall not be eligible to receive an annuity in the form of  the Preretirement Spouse Benefit under the principles of Section X.9 of  the GE Energy Pension Plan;

(b)with respect to any post-retirement death benefit attributable to Non-

Grandfathered Plan Benefits under the principles of Section X.11 of the  GE Energy Pension Plan (Five Year Certain (No Survivor Benefit)), the  calculation of the lump sum shall be determined without making any  discount to present value. Consistent with the foregoing, such lump sum  shall equal the excess of (1) 5 times the Employee’s Supplementary  Pension payable as a single life annuity over (2) the total payments under  this Plan to the Employee; and

(c)no pre-retirement death benefit shall be payable under this Section VII to

an Employee who dies in active Service while reemployed after the  Employee left the Service of the Company and all Affiliates, if the  Employee left the Service of the Company and all Affiliates: (1) on or after  January 1, 2021, and (2) before becoming entitled to a Supplementary  Pension under this Part I of the Plan.

Section VIII.Employees Retired Before July 1, 1973

[Reserved-See Section VIII of this Plan prior to this reservation.]

Section IX.Limitation on Benefits

(a)Notwithstanding any provision of this Plan to the contrary, if the sum of:

(1) the Supplementary Pension otherwise payable to an Employee  hereunder;

(2) the Employee’s Annual Pension Payable under the GE Energy  Pension Plan;

17

(3)100% of the Annual Estimated Social Security Benefit but before

any adjustment for less than 35 years of Pension Benefit Service;

(4) the Employee’s annual excess benefit, if any, payable under the GE  Energy Excess Benefit Plan and/or any successor thereto; and

(5) The Employee’s annual benefit, if any, payable under the GE  Energy Executive Special Early Retirement Option and Plant  Closing Retirement Option Plan and/or any successor thereto;

exceeds 60% of his Average Annual Compensation (with such  Supplementary Pension and the amounts set forth in (2), (4) and (5) above  determined before imposition of any applicable reduction factor or  adjustment for optional or disability retirement, a survivor benefit or  otherwise), such Supplementary Pension (as so determined) shall be  reduced by the amount of the excess. Any further reductions or  adjustments prescribed herein, including those applicable to Employees  who are New Plan Participants on the date of their termination of Service,  shall be applied against such reduced Supplementary Pension.

(b)Notwithstanding any provision in this Plan (other than Section XIV(e)) to

the contrary, the amount of Supplementary Pension and any death or  survivor benefit payable to or on behalf of any Employee who is or was an  Officer shall be determined in accordance with such general rules and  regulations as may be adopted by the Benefits Administrative Committee,  subject to the limitation that any such Supplementary Pension or death  benefit may not exceed the amount which would be payable hereunder in  the absence of such rules and regulations.

Section X.Payment of Supplementary Pension Benefits

(a)Time and Form of Payment. This Section governs the time and form of

payment of the Supplementary Pension on and after the retirement of an  eligible Employee. See Section VII above for certain additional rules  regarding Payments on Death.

(1) General Provisions. Supplementary Pensions shall be payable in  monthly installments, each equal to 1/12th of the annual amount  determined under the applicable Section. In addition, the  provisions of the GE Energy Pension Plan with respect to the  following shall apply to amounts payable under this Plan:

(A)The date of the last payment of any Supplementary Pension.

(B)Treatment of amounts payable to a missing person.

In no event shall the accelerated payment option of  Section XI.4.b(iii) of the GE Energy Pension Plan apply with respect  to this Plan.

18

(2) Grandfathered Plan Benefits. Payment of Supplementary  Pensions provided for herein which are attributable to  Grandfathered Plan Benefits shall be in the same form and  commence as of the same date as distribution is made pursuant to  the Participant’s election under the GE Energy Pension Plan  (subject to the special rule in Section III(b) of this Plan for  Employees over age 70-½).

(3) Non-Grandfathered Plan Benefits.

(A)Time of Payment.

(i)Except as provided in paragraph (ii) below (relating to

disability pensions), all payments of Non-Grandfathered Plan Benefits shall commence on the  first day of the month after the Employee’s Separation  from Service or the Employee’s attainment of age 60,  if later; provided, however, that if an Employee is a  Specified Employee, payment of any Non-Grandfathered Plan Benefit shall not be made within  the first six months following the Employee’s  Separation from Service. In the event distribution to a  Specified Employee is so delayed, payment of the  Non-Grandfathered Plan Benefit shall begin on the  first day of the seventh month following Separation  from Service and the first such payment shall be  increased to reflect the missed payments (with  interest accumulated in accordance with Benefits  Administrative Committee procedures).

(ii)Payment of Supplementary Pensions attributable to

disability as provided for in Section IV(b) shall  commence on the first day of the month after the  Employee’s Separation from Service; provided,  however, that the Employee shall forfeit any payments  attributable to months prior to the first date on which a  Disability Pension is actually paid under Section VII of  the GE Energy Pension Plan. For this purpose, any  retroactive payments that may be made under the GE  Energy Pension Plan shall be disregarded and no  corresponding retroactive payments shall be made  hereunder.

(B)Form of Payment. Unless an Employee makes an effective

election pursuant to paragraph (B)(i) below, such benefits  shall be paid as a 50% Survivor Benefit in accordance with  the principles of Section IX.1 and other provisions of the GE  Energy Pension Plan applicable thereto (for Employees who  are married at the time their Supplementary Pension begins)  or as a single life annuity in accordance with the principles of  Section XV, X.11 and other provisions of the GE Energy  Pension Plan applicable thereto (for Employees who are not  married at the time their Supplementary Pension begins);  provided, however, that:

19

(i)As an alternative to the normal distribution forms set

forth in this paragraph (B), a married Employee may  elect to receive all payments of Non-Grandfathered  Plan Benefits as a single life annuity as described  above, a 100% Alternative Survivor Benefit in  accordance with the principles of Section IX.3 and  other provisions of the GE Energy Pension Plan  applicable thereto, or a 75% Alternative Survivor  Benefit in accordance with the principles of Section  IX.10 and other provisions of the GE Energy Pension  Plan applicable thereto. In the case of a disability  pension payable under Section IV(b) above, however,  the 100% Alternative Survivor Benefit shall not be  available. An election under this paragraph may not  be made more than 60 days following the date as of  which payment is otherwise to commence in  accordance with paragraph (3)(A) above. For  purposes of clarity, if an Employee is a Specified  Employee for whom the Non-Grandfathered Plan  Benefit is delayed in accordance with paragraph  (3)(A)(i) above, an election under this paragraph may  be made anytime within the first six months following  the Employee’s Separation from Service. If such  Specified Employee dies during the six-month delay,  the Specified Employee will be treated as if he retired  before death, without regard to such delay, and  commenced receiving his benefit either in accordance  with his actual election under this paragraph as to the  form of distribution, or in accordance the rules in  paragraph (3)(B) above if no such election was made  before death.

(ii)Regardless of the initial form of payment for Non-

Grandfathered Plan Benefits, the revocation feature  provided in Section IX.8 of the GE Energy Pension  Plan shall not apply to Non-Grandfathered Plan  Benefits.

(b)Impact of Reemployment. If an Employee is reemployed by the

Company or an Affiliate, the following provisions shall apply with respect to  the determination of the Employee’s Supplementary Pension:

(1) Grandfathered Plan Benefits. If the Employee’s pension under  the GE Energy Pension Plan is suspended or may not commence  for any month in accordance with the re-employment provisions of  that plan, the Employee’s Supplementary Pension attributable to  Grandfathered Plan Benefits that would otherwise be payable  during such re-employment shall be forfeited under this Plan. For  this purpose, any addition to the Employee’s Supplementary  Pension which he may earn hereunder following such re-employment shall not cause such Grandfathered Plan Benefits to  be reclassified as Non-Grandfathered Plan Benefits. Upon the  Employee’s subsequent Separation from Service, the Employee’s  original distribution election, if any, with respect to such original  20

Grandfathered Plan Benefits shall be disregarded and such original  Grandfathered Plan Benefit (adjusted for any additional accrual or  reduction) will be paid in accordance with the terms of the Plan in  effect at the time of such subsequent Separation from Service  applicable to Non-Grandfathered Plan Benefits. If such subsequent  Separation from Service is by reason of death, any survivor or  death benefits attributable to such original Grandfathered Plan  Benefits (as so adjusted) will be determined in accordance with this  Plan’s pre-retirement death and survivor benefit provisions then  applicable to Non-Grandfathered Plan Benefits. The preceding two  sentences shall not apply to Grandfathered Specified Employees.

(2) Non-Grandfathered Plan Benefits. If the Employee is rehired  after having commenced receiving his Supplementary Pension, and  in accordance with the terms of the GE Energy Pension Plan, the  Employee would have had his pension therefrom suspended upon  such re-employment, the Employee shall forfeit any benefits from  this Plan attributable to his Non-Grandfathered Plan Benefit that  would otherwise be payable during such re-employment. Upon the  Employee’s subsequent Separation from Service:

(A)If the Employee’s Non-Grandfathered Plan Benefit is the

same or has decreased, then:

(i)the Non-Grandfathered Plan Benefit earned during

the first period of employment will resume  immediately in the same form of distribution and with  the same conversion and reduction factors that  applied to the original distribution of such benefit;

(ii)if such original distribution form was a 50% Survivor

Benefit, 75% Alternative Survivor Benefit or 100%  Alternative Survivor Benefit, any survivor benefits will  be payable only if the Surviving Spouse was married  to the Participant at the time of his original retirement;  and

(iii)such benefit will be reduced, as necessary, if the

Employee’s Non-Grandfathered Plan Benefit  decreases as a result of his second period of  employment.

If such subsequent Separation from Service is by reason of  death, then any death or survivor benefits attributable to  Non-Grandfathered Plan Benefits will be based on such  original form of distribution with payment commencing on the  first of the month following death. Survivor benefits will be  payable only if the Surviving Spouse was married to the  Employee at the time of his original retirement and is  otherwise eligible to receive payments hereunder.

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(B)If the Non-Grandfathered Plan Benefit payable upon such

subsequent Separation from Service has increased as a  result of the Employee’s second period of employment, then  the above provisions set forth in paragraph (2)(A) will govern  the Non-Grandfathered Plan Benefit earned during the first  period of employment (as applicable), and the following will  apply to any additional Non-Grandfathered Plan Benefit:

(i)the additional benefit amount shall be distributed

separately commencing on the first of the month  following such subsequent Separation from Service  based upon the Employee’s age, marital status and  the otherwise applicable Plan terms at that time and  any new distribution election made by the Employee  in accordance with Section X(a)(3) above, and

(ii)if such subsequent Separation from Service is by

reason of death, any survivor or death benefits  attributable to such additional Non-Grandfathered  Plan Benefit will be determined separately in  accordance with this Plan’s pre-retirement death and  survivor benefit provisions.

(3) If an Employee is rehired under circumstances where he previously  accrued a non-forfeitable interest in his Non-Grandfathered Plan  Benefit but had not commenced receiving such benefit prior to his  reemployment, the following shall apply:

(A)Such Employee shall forfeit the dollar amount of any Plan

Benefits that would otherwise be paid while re-employed.  However, such Employee will continue to retain an interest in  the Plan (herein referred to as his “retained interest”) equal  to the original non-forfeitable amount, as determined in  accordance with Section V(d) above.

(B)Such retained interest and any additional Non-Grandfathered

Plan Benefit to which the Employee is entitled shall be  payable following the Employee’s subsequent Separation  from Service at the time and in the manner provided in  Section X(a)(3). If the Employee dies before retirement, any  survivor or death benefits attributable to such retained  interest will be determined in accordance with this Plan’s  pre-retirement death and survivor benefit provisions.

(C)If the Employee continues in service after attaining age 60,

the Employee’s retained interest shall commence after his  subsequent Separation from Service at the time and in the  manner provided in Section X(a)(3) and shall be calculated  using reduction and conversion factors applicable to an age  60 commencement (but based on the spouse at actual  retirement, if any).

(c)Beneficiary and Spousal Consent. An Employee’s beneficiary for the

purposes of this Plan shall be the beneficiary designated by him under the

22

GE Energy Pension Plan, except in those instances where a separate  beneficiary designation is in effect under this Plan. The provisions of the  GE Energy Pension Plan with respect to the designation or selection of a  beneficiary shall apply to the designation or selection of a beneficiary  under this Plan. For purposes of clarity, the requirement in the GE Energy  Pension Plan for a Spouse’s Consent to the designation or selection of a  beneficiary, or the election of alternative distribution forms hereunder, shall  apply under this Plan. Notwithstanding the foregoing, in the case of Non-Grandfathered Plan Benefits, any elections governing beneficiaries made  in accordance with Section VII(b) of this Plan, as restated July 1, 1991, or  subsequent actions of the Company related thereto, shall continue to  apply. No such elections, however, shall direct a different time or form of  payment of Non-Grandfathered Plan Benefits from the time and form of  payment prescribed under this Plan, nor shall any Employee who did not  make such an election before this restatement be permitted to submit such  an election.

(d)With respect to Non-Grandfathered Plan Benefits, any provision of this

Section X or other provision of this Plan that refers to the time or form of  benefits under the GE Energy Pension Plan shall be deemed to be a  reference to the terms of the GE Energy Pension Plan in effect on  December 31, 2008.

(e)The Company shall be entitled to withhold all applicable withholding taxes,

including, but not limited to, federal income taxes, Federal Insurance  Contributions Act (“FICA”) taxes, and state income taxes, from an  Employee’s Supplementary Pension. The actuarially determined present  value of an Employee’s Supplementary Pension is required by law to be  subject to FICA taxation (Social Security tax, Medicare tax, and if  applicable, additional Medicare tax) on the date on which the present  value of the Employee’s Supplementary Pension becomes reasonably  ascertainable (generally, the date on which the Employee makes an  effective election as to the form of payment). As a condition of  participation in the Plan, the Employee shall be required to make  arrangements to satisfy the required FICA tax withholding, including being  required to remit to the Company the amount necessary to satisfy his or  her withholding requirements. The Company shall have the power and the  right to withhold the amount necessary to satisfy an Employee’s FICA tax  obligation from the amount payable under the Plan or to establish other  means to satisfy such obligation, including, to the extent permitted by law,  the Company’s payment of any required tax on the Employee’s behalf  subject to repayment by the Employee, as specified under a policy  adopted by the Benefits Administrative Committee.

Section XI.Administration

(a)This Plan shall be administered by the Benefits Administrative Committee,

which shall have authority to make, amend, interpret and enforce all  appropriate rules and regulations for the administration of this Plan and  decide or resolve in its sole and absolute discretion any and all questions  or claims, including interpretations of this Plan, as may arise in connection  with this Plan.

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(b)In the administration of this Plan, the Benefits Administrative Committee

may, from time to time, employ agents and delegate to them such  administrative duties as it sees fit and may from time to time consult with  counsel who may also serve as counsel to the Company. The Benefits  Administrative Committee may also delegate to other persons or other  entities any or all of its authority, responsibilities, obligations and duties  with respect to the Plan in accordance with the charter for the Benefits  Administrative Committee. If the Company, Benefits Administrative  Committee, or other plan fiduciary (an “Advisee”) engages attorneys,  accountants, actuaries, consultants, and other service providers (an  “Advisor”) to advise them on issues related to a Plan or the Advisee’s  responsibilities under the Plan:

(1) The Advisor’s client is the Advisee and not any employee,  participant, dependent, beneficiary, claimant, or other person;

(2) The Advisee will be entitled to preserve the attorney-client privilege  and any other privilege accorded to communications with the  Advisor, and all other rights to maintain confidentiality, to the full  extent permitted by law; and

(3) No employee, participant, dependent, beneficiary, claimant or other  person will be permitted to review any communication between the  Advisee and any of its or his Advisors with respect to whom a  privilege applies, unless mandated by a court order.

(c)The decision or action of the Benefits Administrative Committee in respect

of any question arising out of or in connection with the administration,  interpretation and application of this Plan and the rules and regulations  hereunder shall be final and conclusive and binding upon all persons  having any interest in the Plan or making any claim hereunder.

(d)The provisions of this Section XI(d) shall apply to any claim for a benefit

under the Plan, regardless of the basis asserted for the claim and  regardless of when the act or omission upon which the claim is based  occurred. Any such claim shall be addressed through the claims and  appeals process described in the handbook summary for this Plan, and no  such claim may be filed in court, arbitration, or similar proceeding before  the claimant has exhausted that process. Such process is intended to  comply with Section 503 of ERISA and shall be administered and  interpreted in a manner consistent with such intent.

The claims administrator shall be the Benefits Administrative Committee or  its designee or delegate.

(e)Limitations Period.

(1) Any claim (A) for benefits; (B) to enforce rights under the Plan; or  (C) otherwise seeking a remedy or judgment of any kind against the  Plan, the Benefits Administrative Committee, the Company, or an  Affiliate must be filed within the limitations period prescribed by this  Section XI(e) (and subsequent to exhaustion as described in  Section XI(d)).

24

(2) The limitations period shall begin on the following date:

(A)For a claim for benefits, the earliest of: (i) the date the first

benefit payment was actually made or allegedly due, or  (ii) the date the Plan, the Benefits Administrative Committee,  the Company, or an Affiliate first repudiated the alleged  obligation to provide such benefits, regardless of whether  such repudiation occurred during administrative review  pursuant to Section XI(d). A repudiation described in clause  (ii) may be made in the form of a direct communication to the  employee or a more general oral or written communication  related to benefits payable under the Plan (for example, a  summary of the Plan or an amendment to the Plan);

(B)For a claim to enforce an alleged right under the Plan (other

than a right to benefits), the date the Plan first denied the  request made on behalf of the employee to exercise such  right, regardless of whether such denial occurred during  administrative review pursuant to Section XI(d); or

(C)For any claim otherwise seeking a remedy or judgment of

any kind against the Plan, the Benefits Administrative  Committee, the Company, or an Affiliate, the earliest date on  which the employee knew or should have known of the  material facts on which such claim or action is based,  regardless of whether the employee was aware of the legal  theory underlying the claim.

(3) The limitations period shall end on the first anniversary of the  beginning date described in Section XI(e)(2); provided, however,  that if a request for administrative review pursuant to Section XI(d)  is pending at such time, the limitations period shall be extended to  end on the date that is 60 days after the final denial of such claim  on administrative review.

(4) The limitations period described in this Section XI(e) replaces and  supersedes any limitations period that otherwise might be deemed  applicable under state or federal law in the absence of this  Section XI(e). A claim filed after the expiration of the limitations  period shall be deemed time-barred, except that the Benefits  Administrative Committee shall have discretion to extend the  limitations period upon a showing of exceptional circumstances  that, in the opinion of the Benefits Administrative Committee,  provide good cause for an extension. The exercise of this  discretion is committed solely to the Benefits Administrative  Committee and is not subject to review.

(5) In the event of any claim brought by or on behalf of two or more  employees, the requirements of this Section Xl(e) shall apply  separately with respect to each employee.

Section XII.Termination, Suspension or Amendment

25

The Sponsor may, in its sole discretion, terminate, suspend or amend this Plan at any  time or from time to time, in whole or in part through action taken by the Chief Executive  Officer, Chief Financial Officer, or Chief People Officer of GE Vernova Inc., acting  individually or collectively. However, no such termination, suspension or amendment  shall adversely affect (a) the benefits of any Employee who retired under the Plan prior  to the date of such termination, suspension or amendment or (b) the right of any then  current Employee to receive upon retirement, or of his or her Surviving Spouse or  beneficiary to receive upon such Employee’s death, the amount as a Supplementary  Pension or death benefit, as the case may be, to which such person would have been  entitled under this Plan computed to the date of such termination, suspension or  amendment, taking into account the Employee’s Pension Benefit Service and Average  Annual Compensation calculated as of the date of such termination, suspension or  amendment. Any amendment or termination shall comply with the restrictions of  Section 409A of the Code to the extent applicable. No amendment or termination of the  Plan may accelerate a scheduled payment of Non-Grandfathered Plan Benefits, nor  may any amendment or termination permit a subsequent deferral of Non-Grandfathered  Plan Benefits. Subject to the other requirements of this Section XII, if the Sponsor or  the Benefits Administrative Committee determines that any provision of the Plan is or  might be inconsistent with the restrictions imposed by Section 409A of the Code, such  provision shall be deemed to be amended to the extent that the Sponsor or the Benefits  Administrative Committee determines is necessary to bring it into compliance with  Section 409A of the Code. Any such deemed amendment shall be effective as of the  earliest date such amendment is necessary under Section 409A of the Code.

Section XIII.Adjustments in Supplementary Pension Following Retirement

(a)Effective January 1, 1975, the amount of Supplementary Pension then

payable to any Employee who retired before January 1, 1975 shall be  reduced by the amount of any increase which becomes effective January  1, 1975 in the Pension payable under the GE Energy Pension Plan to  such Employee.

(b)If the Pension payable under the GE Energy Pension Plan to any

Employee is increased following his retirement which increase becomes  effective after January 1, 1975, the amount of the Supplementary Pension  thereafter payable to such Employee under this Supplementary Pension  Plan shall be determined by the Board of Directors.

(c)Effective November 1, 1977, if the benefit payable to a pensioner or

Surviving Spouse under the GE Energy Pension Plan is increased in  accordance with paragraphs 25 (a), (b) or (c) of Section XIV of that Plan,  the Supplementary Pension or death benefit, if any, payable under this  Plan to such pensioner or Surviving Spouse on and after November 1,  1977 shall be increased by the same percentage. Any such increase shall  not be reduced by the percentage limitations specified in Section IX.

(d)Effective May 1, 1979, if the benefit payable to a pensioner or Surviving

Spouse under the GE Energy Pension Plan is increased by a percentage  in accordance with paragraphs 26 (a), (b) or (c) of Section XIV of that  26

Plan, or would have been increased by a percentage in accordance with  such paragraphs except for the fact that such pensioner or Surviving  Spouse received a lump-sum settlement under the GE Energy Pension  Plan, the Supplementary Pension or death benefit, if any, payable under  this Plan to such pensioner or Surviving Spouse on and after May 1, 1979  shall be increased by the same percentage. Any such increase shall not  be reduced by the percentage limitations specified in Section IX.

(e)If the Pension benefit or Service credits under the GE Energy Pension

Plan are increased for a retired employee in accordance with paragraph  27 or 28 of Section XIV of that Plan, or in accordance with the opportunity  made available under that Plan effective January 1, 1980 to make up  Employee contributions plus interest for periods during which the  Employee was otherwise eligible but failed to participate because of late  enrollment or voluntary suspension, the Supplementary Pension payable  to the Employee under this Plan shall be recalculated to take any such  increase into account. For this purpose, Section III of this Plan as  amended effective July 1, 1979 shall apply. Any change in the Employee’s  Supplementary Pension shall take effect on the same date as the  corresponding change under the GE Energy Pension Plan.

(f)Effective February 1, 1981, if the benefit payable to a pensioner or

Surviving Spouse under the GE Energy Pension Plan is increased by a  percentage in accordance with paragraphs 29 (a), (b) or (c) of Section XIV  of that Plan, or would have been increased by a percentage in accordance  with such paragraphs except for the fact that such pensioner or Surviving  Spouse received a lump sum settlement under the GE Energy Pension  Plan, the Supplementary Pension or death benefit, if any, payable under  this Plan to such pensioner or Surviving Spouse on and after February 1,  1981 shall be increased by the same percentage. Any such increase shall  not be reduced by the percentage limitations specified in Section IX.

(g)Effective January 1, 1983, if the benefit payable to a pensioner under the

GE Energy Pension Plan is increased in accordance with paragraph 30 of  Section XIV of that Plan, the Supplementary Pension payable to the  pensioner under this Plan shall be recalculated to take any such increase  into account. Any change in the Supplementary Pension shall take effect  on the same date as the corresponding change under the GE Energy  Pension Plan.

(h)Effective December 1, 1984, if the benefit payable to a pensioner or

Surviving Spouse under the GE Energy Pension Plan is increased by a  percentage in accordance with paragraph 32 (a), (b) or (c) of Section XIV  of that Plan, or would have been increased by a percentage in accordance  with such paragraphs except for the fact that such pensioner or Surviving  Spouse received a lump-sum settlement under the GE Energy Pension  Plan, the Supplementary Pension or death benefit, if any, payable under  this Plan to such pensioner or Surviving Spouse on and after December 1,  1984, shall be increased by the same percentage. Any such increase  shall not be reduced by the percentage limitations specified in Section IX.

(i)Effective July 1, 1985, if the benefit payable to a pensioner under the GE

Energy Pension Plan is increased in accordance with paragraph 34 of  Section XIV of that Plan, the Supplementary Pension payable to the  27

pensioner under this Plan shall be recalculated to take any such increase  into account. Any change in the Supplementary Pension shall take effect  on the same date as the corresponding change under the GE Energy  Pension Plan.

(j)Effective January 1, 1988, if the benefit payable to a pensioner or

Surviving Spouse under the GE Energy Pension Plan is increased by a  percentage in accordance with paragraph 35 of Section XIV of that Plan,  or would have been increased by a percentage in accordance with such  paragraph except for the fact that such pensioner or Surviving Spouse  received a lump sum settlement under the GE Energy Pension Plan, the  Supplementary Pension or death benefit, if any, payable under this Plan to  such pensioner or Surviving Spouse on and after January 1, 1988 shall be  increased by the same percentage. Any such increase shall not be  reduced by the percentage limitations specified in Section IX.

(k)Effective July 1, 1988, if the benefit payable to a pensioner under the GE

Energy Pension Plan or the GE Energy Excess Benefit Plan is increased  as a result of paragraph 36 of Section XIV of the GE Energy Pension Plan,  the Supplementary Pension payable to the pensioner under this Plan shall  be recalculated to take any such increase into account. Any change in the  Supplementary Pension shall take effect on the same date as the  corresponding increase under the GE Energy Pension Plan or GE Energy  Excess Benefit Plan.

(l)Effective July 1, 1991, if the benefit payable to a pensioner or Surviving

Spouse under the GE Energy Pension Plan is increased by a percentage  in accordance with paragraph 37 of Section XIV of that Plan, or would  have been increased by a percentage in accordance with such paragraph  except for the fact that such pensioner or Surviving Spouse received a  lump sum settlement under the GE Energy Pension Plan, the  Supplementary Pension or death benefit, if any, payable under this Plan to  such pensioner or Surviving Spouse on and after January 1, 1991 shall be  increased by the same percentage. Any such increase shall not be  reduced by the percentage limitations specified in Section IX.

(m)Effective December 1, 1991, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or GE  Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 38 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

(n)Effective December 1, 1994, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 39 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  28

increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

(o)Effective November 1, 1996, if the benefit payable under the GE Energy

Pension Plan or the GE Energy Excess Benefit Plan is increased as a  result of paragraph 47, 48 or 49 of Section XIV of the GE Energy Pension  Plan, said increase shall be disregarded for purposes of calculating the  amount payable under this Plan.

(p)Effective December 1, 1997, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 51 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

(q)Effective May 1, 2000, if the benefit payable under the GE Energy Pension

Plan or the GE Energy Excess Benefit Plan is increased as a result of  paragraph 54, 55 or 56 of Section XIV of the GE Energy Pension Plan,  said increase shall be disregarded for purposes of calculating the amount  payable under this Plan.

(r)Effective December 1, 2000, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 58 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

(s)Effective December 1, 2003, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 67 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

29

(t)Effective December 1, 2007, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 70 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

(u)Effective December 1, 2011, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 73 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

(v)Effective November 1, 2015, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 75 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

(w)Effective November 1, 2019, if the benefit payable to a pensioner under

the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the  GE Energy Executive Special Early Retirement Option and Plant Closing  Retirement Option Plan is increased as a result of paragraph 78 of Section  XIV of the GE Energy Pension Plan, the Supplementary Pension payable  to the pensioner under this Plan shall be recalculated to take any such  increase into account. Any change in the Supplementary Pension shall  take effect on the same date as the corresponding increase under the GE  Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy  Executive Special Early Retirement Option and Plant Closing Retirement  Option Plan.

Section XIV.General Conditions

(a)No interest of an Employee, retired employee (whether retired before or

after July 1, 1973), Surviving Spouse or beneficiary under this Plan and no  benefit payable hereunder shall be assigned as security for a loan, and  any such purported assignment shall be null, void and of no effect, nor  30

shall any such interest or any such benefit be subject in any manner,  either voluntarily or involuntarily, to anticipation, sale, transfer, assignment  or encumbrance by or through an Employee, retired employee, Surviving  Spouse or beneficiary. If any attempt is made to alienate, pledge or  charge any such interest or any such benefit for any debt, liabilities in tort  or contract, or otherwise, of any Employee, retired employee, Surviving  Spouse, or beneficiary, contrary to the prohibitions of the preceding  sentence, then the Benefits Administrative Committee in its discretion may  suspend or forfeit the interests of such person and during the period of  such suspension, or in case of forfeiture, the Benefits Administrative  Committee shall hold such interest for the benefit of, or shall make the  benefit payments to which such person would otherwise be entitled (in the  same time and form) to the designated beneficiary or to some member of  such Employee’s, retired employee’s, Surviving Spouse’s or beneficiary’s  family to be selected in the discretion of the Benefits Administrative  Committee. Similarly, in cases of misconduct, incapacity or disability, the  Benefits Administrative Committee, in its sole discretion, may make  payments (in the same time and form) to some member of the family of  any of the foregoing to be selected by it or to whomsoever it may  determine is best fitted to receive or administer such payments.

(b)In connection with an allowance granted under the GE Energy Retirement

for the Good of the Company Program, and in accordance with the terms  of that program, the Sponsor, in its discretion, may decide to provide an  Employee with a non-forfeitable interest in all or a portion of his  Supplementary Pension under this Plan.

(c)No Employee and no other person shall have any legal or equitable rights

or interest in this Plan that are not expressly granted in this Plan.  Participation in this Plan does not give any person any right to be retained  in the Service of his employer. The right and power of the Company to  dismiss or discharge any Employee is expressly reserved.

(d)Except to the extent that the same are governed by the federal law

(including Section 409A of the Code), the law of the State of New York  shall govern the construction and administration of this Plan.

(e)The rights under this Plan of an Employee who leaves the Service of the

Company at any time and the rights of anyone entitled to receive any  payments under the Plan by reason of the death of such Employee, shall  be governed by the provisions of the Plan in effect on the date such  Employee leaves the Service of the Company, except as otherwise  specifically provided in this Plan; provided, however, that with respect to  Non-Grandfathered Plan Benefits:

(1) Any Employee who left the Service of the Company on or after  January 1, 2005 and prior to January 1, 2009 and commenced  receipt of such benefits before January 1, 2009 shall not be eligible  to select the revocation feature provided in Section IX.8 of the GE  Energy Pension Plan.

(2) Any Employee who left the Service of the Company on or after  January 1, 2005 and prior to January 1, 2009 and did not  commence receipt of such benefits before January 1, 2009 (or  31

anyone entitled to receive any payments under the Plan by reason  of the death of such Employee who did not commence receipt of  such payments before January 1, 2009) shall have the time and  form of payment of such benefits determined under the terms  contained herein.

(f)Benefits provided under this Plan are unfunded and unsecured obligations

of the Company payable from its general assets. Nothing contained in this  Plan shall require the Company to segregate any monies from its general  funds, to create any trust or other funding vehicle, to make any special  deposits, or to purchase any policies of insurance with respect to such  obligations. If the Company elects to take any such action, such assets,  investments and the proceeds therefrom shall at all times remain the sole  property of the Company and subject to its creditors. No other individual  shall have any economic interest or similar rights under the Plan or any  ownership rights in such assets, investments or proceeds, whether by  reason of being a named insured or otherwise.

This Plan is intended to comply with Section 409A of the Code with respect to amounts  accrued after December 31, 2004 and amounts that were accrued but forfeitable on that  date. In addition, if an Employee accrues benefits hereunder on or after January 1,  2005, the Plan is intended to comply with the requirements of Section 409A of the Code  with respect to all of such Employee’s benefits hereunder; provided, however, that in the  case of Grandfathered Specified Employees, the requirements of Section 409A of the  Code shall only apply for amounts accrued in excess of Grandfathered Plan Benefits.

The Plan shall be administered and interpreted in a manner consistent with such intent;  provided, however, that nothing in this Plan shall be interpreted or construed to transfer  any liability for any tax (including a tax or penalty due as a result of a failure to comply  with Section 409A of the Code) from any Employee or an Employee’s spouse,  beneficiary, or estate to any other individual or entity. Any payment under the Plan that  is subject to Section 409A of the Code and that is contingent on a termination of  employment is contingent on a Separation from Service.

32

Part II: Executive Retirement Installment Benefits

(closed to new participants)

As described in the Introduction (and subject to the rules thereof), this Part II of the Plan  is closed effective January 1, 2021, and an Employee shall be eligible to participate  under this Part II only if the Employee was eligible for and participating under Part I or  Part II of the Plan on December 31, 2020 (and shall actually receive a benefit under this  Part II only if the Employee meets all the other applicable requirements therefor). An  Employee will be considered to be eligible for and participating under Part I of the Plan  and will be eligible to participate under this Part II of the Plan on and after January 1,  2021, only if, on December 31, 2020, the Employee: (A) was assigned to the GE  executive or higher career band; (B) was employed by the Company; and (C) was  enrolled in the GE Energy Pension Plan (i.e., had not waived or suspended participation  in the GE Energy Pension Plan). An Employee who was previously eligible for Part II of  the Plan will not accrue future Benefit Service under Part II of the Plan if, on December  31, 2020, the Employee: (A) was not assigned to the GE executive or higher career  band or (B) was not employed by the Company.

Section XV.Eligibility for Executive Retirement Installment Benefits

(a)An Employee shall be eligible to participate in this Plan under this Part II if

he is:

(1) an Excluded Employee or Ineligible Employee under the GE Energy  Pension Plan who was assigned to the GE executive or higher  career band before January 1, 2021, and has been continuously so  assigned since such date;

(2) an Employee who has been continuously assigned to the Sponsor’s  executive or higher career band since January 1, 2021, and whose  first day of work for the Company while so assigned was on or after  January 1, 2011, and before January 1, 2021;

(3) an Employee who, before January 1, 2021, was assigned to the GE  executive or higher career band and who has been continuously so  assigned since such date and is employed by (i) an Affiliate that  elected to participate in the GE Vernova Retirement Savings Plan  prior to January 1, 2011 as part of a benefits program which  provided neither employer-subsidized post-retirement medical  coverage under the GE Vernova Life Disability and Medical Plan  nor participation in the GE Energy Pension Plan for all of its  employees, or the segment of its employees in which such  Employee is included; or (ii) an Affiliate that elects to participate in  the GE Vernova Retirement Savings Plan on or after January 1,  2011 as part of a benefits program which provides neither  participation in the GE Energy Pension Plan nor designation of  Retirement Contribution Participant status under the GE Vernova  Retirement Savings Plan for all of its employees, or the segment of  its employees in which such Employee is included, but in all cases,  only to the extent such Affiliate elects to participate in this Part II,  33

and such election is accepted by the Benefits Administrative  Committee; or

(4) an Employee who has been continuously assigned to the Sponsor’s  executive or higher career band since January 1, 2021, and who  was eligible for and participating under Part I of the Plan on  December 31, 2020.

(b)Notwithstanding (a), in the event liabilities and assets under the GE

Energy Pension Plan attributable to an Employee have been transferred to  a plan maintained by Martin Marietta Corporation (including successors) or  to any other employer which is not an Affiliate, service performed by the  Employee prior to such transfer shall be disregarded in determining  (1) whether such Employee participated in this Plan on or before  December 31, 2010 and (2) whether his first day of work for the Company  while assigned to the Sponsor’s executive or higher career band is on or  after January 1, 2011. Consistent with the foregoing, if after disregarding  such service, an Employee is deemed not to have participated in the Plan  on or before December 31, 2010, and his first day of work for the  Company while assigned to the Sponsor’s executive or higher career band  is deemed to be on or after January 1, 2011, this Part II (and not Part I)  shall apply to such Employee.

(c)Further notwithstanding (a), any Executive Retirement Installment Benefit

shall be contingent upon the Employee signing, not revoking, and  complying with the terms of a Release. Such Release must be in a form  acceptable to the Sponsor, executed by the deadline established by the  Sponsor (which shall be no later than 45 days following the date of the  Employee’s Termination Date), and not revoked.

(d)An Employee who was eligible to participate under this Part II of the Plan

and who, before becoming entitled to a benefit under this Part II of the  Plan, left the Service of the Company and all Affiliates shall not, during any  period of reemployment with the Company that commences on or after  January 1, 2021, again become eligible for an Executive Retirement  Installment Benefit under this Part II of the Plan or accrue a new benefit  under the Plan.

(e)An Employee who was eligible to participate in this Plan on January 1,

2021, but who has ceased to be eligible for the Plan as described in  (a) solely as a result of no longer being assigned to the Sponsor’s  executive or higher career band on or after January 1, 2021, shall not earn  any additional benefits under the Plan for any periods beginning on or  after January 1, 2021, during which such Employee is again assigned to  the Sponsor’s executive or higher career band. Such an Employee is,  however, eligible to receive the Executive Retirement Installment Benefit  the Employee has accrued if the Employee meets the requirements of  Section XVI, XVII, XVIII, or XX of the Plan, even if the Employee is not  assigned to the Sponsor’s executive or higher career band as of the date  he meets the applicable requirements of such Section.

Section XVI.Executive Retirement Installment Benefits

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(a)An Executive Retirement Installment Benefit shall be payable to an eligible

Employee (i) who has been continuously in the Service of the Company or  an Affiliate since January 1, 2021 (with respect to an Employee whose  Termination Date is after December 31, 2020), and (ii) whose Termination  Date is on or after his 65th birthday equal to the sum of the following three  amounts (if any):

(1)10% multiplied by his Benefit Service as a participating Employee

while assigned to the Sponsor’s executive career band multiplied  by his Average Annual Compensation.

(2)14% multiplied by his Benefit Service as a participating Employee

while (i) assigned to the Sponsor’s senior executive career band,  with respect to Benefit Service before January 1, 2022, (ii) an  Executive Director or Senior Executive Director, with respect to  Benefit Service after December 31, 2021 and on or before  December 31, 2024, and (iii) Executive Director or Vice President  (band level 1), with respect to Benefit Service after December 31,  2024, multiplied by his Average Annual Compensation.

(3)18% multiplied by his Benefit Service as a participating Employee

while (i) a Sponsor officer, with respect to Benefit Service before  January 1, 2022, (ii) a Vice President, Group Vice President, or  Senior Vice President (and above), with respect to Benefit Service  after December 31, 2021 and on or before December 31, 2024, and  (iii) a Vice President (band levels 2-5 or higher), Executive Vice  President, or Chief Executive Officer, with respect to Benefit  Service after December 31, 2024, multiplied by his Average Annual  Compensation.

Notwithstanding the foregoing paragraph, the accrual rate (i.e., the  percentage prescribed in Section XVI(a)(1), (a)(2) or (a)(3) above) that is  applied to determine a Senior Executive Director’s Executive Retirement  Installment Benefit pursuant to this PartIISection XVI(a) shall not increase  on or after December 31, 2024, solely because the Senior Executive  Director’s band level is changed to Vice President band level 1.

(b)A reduced Executive Retirement Installment Benefit shall be payable to an

eligible Employee (i) who has been continuously in the Service of the  Company or an Affiliate since January 1, 2021 (with respect to an  Employee whose Termination Date is after December 31, 2020), and  (ii) whose Termination Date is before his 65th birthday, but who terminates  Service with the Company on or after his 60th birthday, equal to:

(1) for a Termination Date on or after an Employee’s 60th birthday, the  amount calculated under subsection (a), reduced by 5/12% for each  month from the day payments commence under Section XIX (Time  and Form of Payment) to Normal Commencement Date, up to a  maximum reduction of 25%; or

(2) for a Separation from Service before the Employee’s 60th birthday  in the case of an Employee who nevertheless qualifies for an  35

Executive Retirement Installment Benefit by remaining in Service  with the Company until his 60th birthday, 75% of the amount  calculated under subsection (a).

(c)In all cases (subject to Section XXI(h)), Executive Retirement Installment

Benefits shall only take into account Compensation as of the Termination  Date, even if an Employee remains in Service with the Company  thereafter or has a Separation from Service thereafter. Similarly,  Executive Retirement Installment Benefits shall only take into account  Benefit Service as of the date of termination of Service with the Company.

(d)An Executive Retirement Installment Benefit shall not be payable with

respect to an Employee who terminates Service with the Company before  his 60th birthday, except as specifically provided in Sections XVII (Disability  Retirement), XVIII (Special Benefit Protection) and XX (Payments Upon  Death), or except as may otherwise be provided by virtue of an exercise of  Company discretion under Section XIV(b) or an exercise of Company  discretion in the case of an Employee with less than 25 years of Eligibility  Service who transfers to a successor employer.

(e)The terms “Sponsor’s executive career band,” “Sponsor’s senior executive

career band”, “Sponsor officer”, “Executive Director”, “Senior Executive  Director”, “Vice President”, “Group Vice President”, “Senior Vice  President,” “Executive Vice President,” and “Chief Executive Officer” refer  to those classifications as determined for purposes of this Part II by the  Sponsor in its sole discretion, and not any Affiliate. Consistent with the  foregoing, an Employee must be so determined to be an officer of the  Sponsor and not an Affiliate to be eligible for the accrual rate described in  paragraph (a)(3).

(f)For purposes of this Part II, an Employee who has a Separation from

Service shall only be treated as remaining in Service with the Company  while he is on protected service in accordance with established Company  procedures.

Section XVII.Disability Retirement

(a)An Executive Retirement Installment Benefit shall be payable to an eligible

Employee (i) who has been continuously in the Service of the Company or  an Affiliate since January 1, 2021 (with respect to an Employee whose  Termination Date is after December 31, 2020), and (ii) who prior to his 60th  birthday:

(1) either retires on a Disability Pension under Section VII of the GE  Energy Pension Plan or, if he has not accrued a benefit under the  GE Energy Pension Plan, would qualify to so retire if he had  accrued such a benefit, but in such a case using Eligibility Service  when applying the 15 years of service requirement in Section VII of  the GE Energy Pension Plan; and

(2) qualifies as disabled by receiving income replacement benefits  under a Company plan for a period of not less than three months  and otherwise meeting the requirements under Treasury regulation  36

section 1.409A-3(i)(4) and regulations and other guidance issued  thereunder.

(b)The amount of an Executive Retirement Installment Benefit under

subsection (a) shall equal 75% of the amount calculated under  Section XVI(a), taking into account only Benefit Service and  Compensation as of the Termination Date (subject to Section XXI(h)).

Section XVIII.Special Benefit Protection

(a)An Executive Retirement Installment Benefit shall be payable to a former

eligible Employee (i) who has been continuously in the Service of the  Company or an Affiliate since January 1, 2021 (with respect to an  Employee whose Termination Date is after December 31, 2020), (ii) who  terminates Service with the Company before his 60th birthday and after  completion of 25 or more years of Eligibility Service (or is credited with 25  or more years of Eligibility Service as a result of Company or Benefits  Administrative Committee action in connection with Section XVIII(a)(2)  below), and (iii) who meets one of the following conditions:

(1) The Employee’s Service is terminated because of a Plant Closing.

(2) The Employee’s Service is terminated for transfer to a Successor  Employer. For the avoidance of doubt, this Section XVIII(a) shall  not apply to any Employee if all Plan liabilities with respect to the  Employee are transferred to a spin-off plan maintained by such  Successor Employer or an affiliate thereof.

(3) The Employee’s Service is terminated after one year on layoff with  protected service.

(b)The amount of an Executive Retirement Installment Benefit under

subsection (a) shall equal 75% of the amount calculated under  Section XVI(a), taking into account only Compensation as of the  Termination Date (subject to Section XXI(h)) and Benefit Service as of the  date of termination of Service with the Company.

(c)In the event General Electric Company announces its intention to dispose

of a predominant share of the businesses of General Electric Capital  Corporation and its subsidiaries, Employees of any such GE Capital  operations to be disposed of or discontinued in connection with such  action will be eligible for Special Benefit Protection treatment as described  in this Section XVIII by meeting the conditions for such treatment set forth  in this Section XVIII, except that they will only be required to have  completed at least 10 years (instead of 25 years) of Pension Qualification  Service as of their termination because of a Plant Closing, transfer to  Successor Employer or layoff after one year on protected service. This  paragraph (c) shall not apply to an Employee who terminates Service for  any other reason, or is assigned to (or offered employment with) any  continuing operation of the Company or any Affiliate (including a  continuing GE Capital operation). This paragraph (c) also shall not apply  unless the Employee executes a release of liability and claims on such  terms and in such manner as the Company may require in its absolute  discretion. Notwithstanding the foregoing, the Benefits Administrative  37

Committee may in its absolute discretion prescribe such additional  conditions and other rules as it deems necessary or advisable in applying  this paragraph (c), including the designation of groups of employees who  shall and shall not be eligible for this Special Benefit Protection treatment.

This paragraph (c) is intended to serve as a special retention arrangement  in connection with General Electric Company’s announcement to dispose  of a predominant share of the businesses of General Electric Capital  Corporation and its subsidiaries. This paragraph (c) shall not apply to any  employee who terminates service prior to such an announcement or is on  protected service at the time of such announcement, except as otherwise  provided by the Benefits Administrative Committee in its absolute  discretion.

(d)Employees of the General Electric Company (“GE”) corporate division who

are laid off as a result of the November 9, 2021 announcement to  restructure into three industry leading public companies focused on  aviation, healthcare and energy (the “Transition”) will be eligible for  Special Benefit Protection treatment described in this Section XVIII by  meeting the conditions for such treatment set forth in this Section XVIII,  except that the service eligibility requirement will be met if they have  completed at least 10 years (instead of 25 years) of Eligibility Service as of  their Separation from Service, or would have completed at least 10 years  of Eligibility Service by December 31, 2023. This paragraph (d) shall not  apply to an Employee who (i) is laid off from any other business or division  of GE Aerospace, (ii) is laid off from the corporate division of GE  Aerospace for any other reason, (iii) is assigned to (or offered employment  with) any continuing operation of the Company or any Affiliate or their  successor entities or (iv) as of March 1, 2022, is an executive officer and  Senior Vice President or above of GE Aerospace. This paragraph (d) also  shall not apply unless the Employee executes a Release on such terms  and in such manner as the Company may require in its absolute discretion  and in accordance with Section XV(c). Notwithstanding the foregoing, the  Benefits Administrative Committee may in its absolute discretion prescribe  such additional conditions and other rules as it deems necessary or  advisable in applying this paragraph (d), including the designation of  groups of employees who shall and shall not be eligible for this Special  Benefit Protection treatment.

Section XIX.Time and Form of Payment

(a)Executive Retirement Installment Benefits shall be paid in 10 annual

installments, each of which shall equal the amount calculated under  Section XVI, XVII or XVIII, as applicable, divided by 10.

(b)The first annual installment of an Executive Retirement Installment Benefit

described in subsection (a) shall be paid as of the first day of the month  following the later of (1) three completed calendar months after Separation  from Service (or six completed calendar months after Separation from  Service in the case of a Specified Employee), or (2) the Employee’s 60th  birthday. Notwithstanding the foregoing, in the case of payments made  under Section XVII (Disability Retirement), the first annual installment of  38

an Executive Retirement Installment benefit shall be paid as of the first day  of the month following six completed calendar months after Separation  from Service. The remaining nine annual installments shall be paid as of  the anniversary of the date set forth above.

(c)No interest shall be earned or paid with respect to any Executive

Retirement Installment Benefits, including any payments upon death under  Section XX.

(d)The Company shall be entitled to withhold all applicable withholding taxes,

including, but not limited to, federal income taxes, Federal Insurance  Contributions Act (“FICA”) taxes, and state income taxes, from an  Employee’s Executive Retirement Installment Benefit. The present value  of an Employee’s Executive Retirement Installment Benefit is required by  law to be subject to FICA taxation (Social Security tax, Medicare tax, and if  applicable, additional Medicare tax) on the date on which the present  value of the Employee’s Executive Retirement Installment Benefit  becomes reasonably ascertainable. As a condition of participation in the  Plan, the Employee shall be required to make arrangements to satisfy the  required FICA tax withholding, including being required to remit to the  Company the amount necessary to satisfy his or her withholding  requirements. The Company shall have the power and the right to  withhold the amount necessary to satisfy an Employee’s FICA tax  obligation from the amount payable under the Plan or to establish other  means to satisfy such obligation, including, to the extent permitted by law,  the Company’s payment of any required tax on the Employee’s behalf  subject to repayment by the Employee, as specified under a policy  adopted by the Benefits Administrative Committee.

(e)Notwithstanding any provision of this Plan to the contrary, if an Employee’s

employment is terminated for Cause or if the Benefits Administrative  Committee determines in its sole discretion that an Employee has  engaged in conduct that (i) constitutes a breach of the Release, (ii) results  in (or has the potential to cause) material harm financially, reputationally,  or otherwise to the Company or an Affiliate or (iii) occurred prior to the  Employee’s Separation from Service and would give rise to a termination  for Cause (regardless of whether such conduct is discovered before,  during or after the Employee’s Separation From Service), the Employee  shall forfeit the Employee’s right to any unpaid Executive Retirement  Installment Benefit under this Plan and may be required to repay any  amounts previously paid under the Plan to the extent recovery is permitted  by law.

The remedy under this subsection (e) is not exclusive and shall not limit  any right of the Company or any Affiliate under applicable law, including  (but not limited to) a remedy under (i) Section 10D of the Securities  Exchange Act of 1934, as amended, (ii) any applicable rules or regulations  promulgated by the Securities and Exchange Commission or any national  securities exchange or national securities association on which shares of  the Company may be traded, and/or (iii) any company policy adopted with  respect to compensation recoupment.

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Section XX.Payments Upon Death

(a)If death occurs after installments of an Executive Retirement Installment

Benefit have commenced under Section XIX(b), but before all 10 annual  installments have been paid, the remaining installments shall continue to  be paid to the Employee’s designated beneficiary as of the yearly  anniversary specified in Section XIX(b).

(b)If an eligible Employee who has been continuously in the Service of the

Company or an Affiliate since January 1, 2021 (with respect to an  Employee who dies after December 31, 2020), dies while in Service with  the Company and before installments of an Executive Retirement  Installment benefit have commenced under Section XIX(b), a death benefit  shall be paid to his designated beneficiary under this Section XX(b), and  not any other provision of this Part, equal to:

(1) if death occurs on or after the Employees 65th birthday, the amount  calculated under section XVI(a);

(2) if death occurs after the Employee’s 60th birthday but before his 65th  birthday, the amount calculated under Section XVI(a), reduced by  5/12% for each month from the day payments commence (as  described below) to what would have been the Employee’s Normal  Commencement Date; or

(3) if death occurs on or before the Employee’s 60th birthday, 75% of  the amount calculated under Section XVI(a).

Death benefits under this Section XX(b) shall take into account only  Benefit Service and Compensation as of death (or the Termination Date, if  earlier). Such death benefits shall be paid in 10 equal annual installments  (the amount determined under paragraph (1), (2) or (3) as applicable,  divided by 10). The first annual installment shall be paid as of the first day  of the month following three completed calendar months after death. The  remaining nine annual installments shall be paid as of the anniversary of  the date in the preceding sentence.

(c)If a former eligible Employee who is not in Service with the Company dies

after satisfying all requirements hereunder to become entitled to receive  an Executive Retirement Installment Benefit, but before payment of such  benefit begins under Section XIX(b), a death benefit shall be paid to his  designated beneficiary at the same time, in the same form (10 annual  installments) and in the same amount as if the former Employee had  survived and his benefit had commenced as scheduled.

(d)The designated beneficiary is the beneficiary or beneficiaries designated

by the Employee on a beneficiary designation form properly filed by the  Employee in accordance with established administrative procedures, or if  there is no such designated beneficiary, the Employee’s estate.  Employees may name and change beneficiaries without the consent of  any person.

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Section XXI.Impact of Reemployment and Other Status Changes

(a)An Executive Retirement Installment Benefit that has commenced shall

not stop, and the form of payment shall not be altered, upon  reemployment.

(b)If an Employee is reemployed after becoming entitled to an Executive

Retirement Installment Benefit but before payment of such benefit has  begun, payment shall commence and be made as if the Employee had not  been reemployed.

(c)An Employee who is reemployed by the Company on or after January 1,

2021, after becoming entitled to or after commencing an Executive  Retirement Installment Benefit shall not be eligible for any benefits under  the Plan with respect to the Employee’s period of reemployment, and the  amount of the Executive Retirement Installment Benefit to which such  Employee was entitled prior to reemployment shall not change as a result  of the Employee’s reemployment.

(d)In the case of reemployment by the Company before January 1, 2021, any

post-reemployment benefit:

(1) shall be subject to the principles of this Part II as if it were a  separate benefit; but

(2) shall be calculated by subtracting (i) any benefit payable for the  period prior to such reemployment from (ii) any benefit determined  as of the subsequent Termination Date and payable as of the  subsequent Separation from Service, taking into account for  purposes of this clause (ii) all Benefit Service and Compensation  (including pre-reemployment Benefit Service and Compensation) as  of the subsequent Termination Date.

Consistent with the foregoing, if a post-reemployment benefit is payable  consistent with the principles of this Part II, such benefit shall be paid at  the time and in the form prescribed by Section XIX (Time and Form of  Payment), and the provisions of Section XX (Payments Upon Death) shall  apply separately to the post-reemployment benefit, in both cases  disregarding how any pre-reemployment benefit is being or has been paid.

(e)If an Employee was eligible for an Executive Retirement Installment

Benefit, leaves the Service of the Company and all Affiliates before  becoming entitled to such benefit, and is rehired by the Company on or  after January 1, 2021, such Employee shall not become entitled to the  Executive Retirement Installment Benefit for which the Employee was  previously eligible, and such Employee’s prior Benefit Service, Annual  Average Compensation, and Eligibility Service shall be forfeited. Such  Employee also shall not be eligible for any post-reemployment benefit  under the Plan.

(f)If an Employee was eligible for an Executive Retirement Installment

Benefit, has a Termination Date before becoming entitled to such benefit,

41

and remains continuously in the Service of the Company or an Affiliate  following such Termination Date until the Employee is reemployed by the  Company (including reemployment following a transfer to the Company  from an Affiliate) on or after January 1, 2021:

(1) such Employee shall have the Eligibility Service, Benefit Service,  and Annual Average Compensation that were credited to the  Employee as of the Employee’s Termination Date reinstated as of  the Employee’s first day of reemployment with the Company;

(2) such Employee shall be credited with Eligibility Service for service  with an Affiliate to the extent such service is RSP Service as  defined in the GE Vernova Retirement Savings Plan, regardless of  whether the Employee is described in subsection (a) of the  definition of “Eligibility Service” in Section XXII; and

(3) the Executive Retirement Installment Benefit to which such  Employee may become entitled during a period of reemployment  with the Company shall be calculated taking into account only the  Employee’s Benefit Service and Compensation as of the  Employee’s most recent Termination Date preceding the  Employee’s first period of reemployment with the Company that  begins on or after January 1, 2021.

(g)Principles similar to those in subsections (a) through (f) shall apply if an

Employee is reemployed more than once.

(h)Prior to January 1, 2021, if an Employee ceased to be eligible to continue

accruing Benefit Service solely because he was no longer assigned to the  GE executive or higher career band, his Executive Retirement Installment  Benefit was calculated taking into account his Compensation as an  Employee attributable to periods after he was no longer so assigned, even  though he could earn Benefit Service only during periods while so  assigned. Notwithstanding any provision in this Plan to the contrary, the  Executive Retirement Installment Benefit of such an Employee who was  not assigned to the GE executive or higher career band on December 31,  2020, shall be calculated taking into account only his Compensation as an  Employee earned through December 31, 2020, regardless of whether  such Employee is again assigned to the GE executive or higher career  band on or after January 1, 2021. Further notwithstanding any provision in  this Plan to the contrary, the Executive Retirement Installment Benefit of  an Employee who ceases to be eligible to continue accruing Benefit  Service on or after January 1, 2021, solely because he is no longer  assigned to the Sponsor’s executive or higher career band shall be  calculated taking into account only his Compensation earned as an  Employee prior to such change in career band. An Employee described in  this Section XXI(h) who is again assigned to the Sponsor’s executive or  higher career band during a period of time beginning on or after January 1,  2021, shall not accrue Benefit Service during such period.

Section XXII.Definitions

The following terms have the following meanings when used in Part II.

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Benefit Service – means service as an Employee (including during a bona fide leave of  absence) while assigned to the Sponsor’s executive or higher career band and while  eligible to participate in either:

(a)the GE Energy Pension Plan; or

(b)the GE Vernova Retirement Savings Plan as either:

(1) a Retirement Contribution Participant; or

(2) otherwise, but only in the case of an Affiliate that has made an  applicable election described in Section XV(a)(3) and then only for  periods after such election is effective;

provided, however, that Benefit Service shall not include (A) service performed before  2011 or service during any period after an Employee terminates Service with the  Company; (B) service performed by an Employee during a period of reemployment with  the Company (including reemployment following a transfer to the Company from an  Affiliate) that begins on or after January 1, 2021; (C) service performed during a period  of time on or after January 1, 2021, by an Employee who ceased to be eligible to  continue accruing Benefit Service solely because he was no longer assigned to the  Sponsor’s executive or higher career band and who is again assigned to the Sponsor’s  executive or higher career band on or after January 1, 2021; or (D) service performed  while participating in Part I of the Plan before January 1, 2021.

In addition, Benefit Service for any period in which an Employee works on a part-time  schedule of less than 35 hours per week shall be reduced in accordance with  established administrative procedures based on the ratio of the Employee’s part-time  schedule to full-time schedule.

Notwithstanding the foregoing, Benefit Service shall also include any period of Service  with the Company or an Affiliate as the Benefits Administrative Committee may  otherwise provide by rules and regulations issued with respect to this Plan; and any  period of service with another employer as may be approved from time to time by the  Benefits Administrative Committee but only to the extent that any conditions specified in  such approval have been met. Any grant of Benefit Service under the preceding  sentence may also specify which accrual rate (the rate prescribed in Section XVI(a)(1),  (a)(2) or (a)(3)) applies to such Benefit Service.

The Benefits Administrative Committee may also adopt such rules as it deems  necessary for determining an Employee’s Benefit Service, and for determining which  accrual rate (the rate prescribed in Section XVI(a)(1), (a)(2) or (a)(3)) applies to such  Benefit Service.

Cause – means, as determined in the sole discretion of the Benefits Administrative  Committee, an Employee’s:

43

(a)breach of the Employee Innovation and Proprietary Information Agreement

or any other confidentiality, non-solicitation, or non-competition agreement  with the Company or an Affiliate or breach of a material term of any other  agreement between the Employee and the Company or an Affiliate;

(b)engagement in conduct that results in, or has the potential to cause,

material harm financially, reputationally, or otherwise to the Company or  an Affiliate;

(c)commission of an act of dishonesty, fraud, embezzlement or theft;

(d)conviction of, or plea of guilty or no contest to, a felony or crime involving

moral turpitude; or

(e)failure to comply with the Company’s and all Affiliates’ policies and

procedures, including but not limited to The Spirit and Letter.

Company – means:

(a)Company as defined in the GE Energy Pension Plan; and

(b)any other Affiliate that adopts this Plan on or after January 1, 2011, as

approved by the Benefits Administrative Committee (including an Affiliate  that has made an applicable election described in Section XV(a)(3)).

Eligibility Service – means:

(a)RSP Service as defined in the GE Vernova Retirement Savings Plan

(RSP) for (1) an Employee who is a Retirement Contribution Participant  under the RSP, or (2) an Employee of an Affiliate that has made an  applicable election described in Section XV(a)(3); and

(b)Pension Qualification Service as defined in the GE Energy Pension Plan

for all other Employees.

For Employees described in subsection (a) of this definition, Eligibility Service also  includes periods of protected service credited under established Company procedures,  such as in connection with a layoff or permanent disability, that are not credited as RSP  Service. An Employee who was previously eligible for but did not become entitled to an  Executive Retirement Installment Benefit as of the Employee’s Termination Date, who  leaves the Service of the Company and all Affiliates, and who is reemployed with the  Company or an Affiliate on or after January 1, 2021, shall not have any prior Eligibility  Service reinstated and shall not be credited with or accrue any Eligibility Service during  any such period of reemployment.

The Benefits Administrative Committee may adopt such rules as it deems necessary for  determining an Employee’s Eligibility Service.

Employee – means Employee as defined in the GE Energy Pension Plan, but  substituting the term “Company” as defined in this Section XXII for the term “Company”  as used in the definition of Employee in the GE Energy Pension Plan.

44

Normal Commencement Date – means the first day of the month following three  completed calendar months after an Employee’s 65th birthday, except that in the case of  a Specified Employee whose benefit has been delayed for six completed calendar  months pursuant to Section XIX(b)(1), it means the first day of the month following six  completed calendar months after his 65th birthday.

GE Energy Pension Plan – means the GE Energy Pension Plan, as defined in Section  II(g).

GE Vernova Retirement Savings Plan – means the GE Vernova Retirement Savings  Plan, as amended and renamed from time to time. Prior to April 2, 2024, the GE  Vernova Retirement Savings Plan was named the GE Retirement Savings Plan.

Termination Date – means the earlier of the date of an Employee’s Separation from  Service or termination of Service with the Company.

Section XXIII.Effect of Certain Plan Provisions

(a)The following provisions of Part I shall not apply to Part II:

Section I, except the penultimate paragraph thereof Section II(a) Section II(b) Section II(c) Section II(e) Section II(h) Section II(i) Section II(j) Section II(l) Section II(m) Section III(a) Section III(c) Section IV Section V Section VI Section VII Section VIII Section IX Section X Section XIII

(b)The remaining provisions of Part I, or the underlying principles of such

provisions, shall apply to Part II. Consistent with the foregoing and without  limiting the scope of this subsection (b):

45

(1) the Board of Directors may, in its sole discretion, terminate,  suspend or amend the Executive Retirement Installment Benefit set  forth in this Part II consistent with the principles of Section XII in the  same manner that the Supplementary Pension Annuity Benefit in  Part I may be so terminated, suspended or amended;

(2) the Benefits Administrative Committee shall have the same powers,  authority and absolute discretion with respect to the Executive  Retirement Installment Benefit in this Part II that it has with respect  to the Supplementary Pension Annuity Benefit in Part I consistent  with the principles of Section XI; and

(3) the definition of Non-Grandfathered Plan Benefit in Section ll(j) shall  include all benefits earned under Part II.

(c)No provisions of Part II shall apply to Part I, except that, as described in

the Introduction, the service disregard rule in Section XV(b) shall apply in  determining eligibility for Part I.

46

Appendix A

Transfer of GE Energy Benefits and Liabilities from GE Supplementary Pension Plan

### Section I. Allocation of Employees

Effective January 1, 2023 (the “Plan Spin-Off Date”), in anticipation of General Electric  Company’s split into three separate companies comprising General Electric Company’s  aviation, healthcare and energy businesses, respectively, the Energy Benefit Liabilities  (as defined below) were transferred to this Plan (the “Plan Spin-Off”). The Energy  Benefit Liabilities are the benefits and liabilities under the GE Supplementary Pension  Plan for (i) active employees of GE Vernova, and (ii) most former employees of General  Electric Company’s energy business, in each case as determined by General Electric  Company in its sole discretion and identified on a list maintained in the records of  General Electric Company. (For the avoidance of doubt, with respect to individuals who  have accrued GE Pension Plan benefits as of the Plan Spin-Off Date, the Energy  Benefit Liabilities are the benefits and liabilities under the GE Supplementary Pension  Plan for individuals whose benefits under the GE Pension Plan are transferred as of the  Plan Spin-Off Date to the GE Energy Pension Plan.) The participants transferred to this  Plan are the “GE Energy Transferees.” No GE Energy Transferee shall have any claims  against General Electric Company or any of its affiliates (other than the Sponsor while it  is an affiliate of General Electric Company) in respect of benefits under the GE  Supplementary Pension Plan or the Plan.

Benefits and liabilities for certain former employees of General Electric Company’s  energy business will remain in the GE Aerospace Supplementary Pension Plan, as  determined by General Electric Company in its sole discretion and identified on a list  maintained in the records of General Electric Company.

Effective immediately prior to the Plan Spin-Off Date, the GE Energy Transferees  (including, as applicable, their beneficiaries) shall cease to be participants in the GE  Aerospace Supplementary Pension Plan, shall no longer be entitled to any benefit  payments from the GE Aerospace Supplementary Pension Plan, and shall no longer  have any rights whatsoever under the GE Aerospace Supplementary Pension Plan  (even if the GE Energy Transferee is subsequently employed by, or has service with,  General Electric Company, operating as GE Aerospace effective April 2, 2024, or the  GE Aerospace Affiliates, unless the GE Energy Transferee’s benefit is transferred back  to the GE Aerospace Supplementary Pension Plan in accordance with this Appendix A).  Effective on the Plan Spin-Off Date, this Plan assumes the Energy Benefit Liabilities as  a continuation of the GE Aerospace Supplementary Pension Plan and each GE Energy  Transferee is a participant in this Plan. Each GE Energy Transferee’s status under this  Plan on the Plan Spin-Off Date shall be the same as the GE Energy Transferee’s status  under the GE Aerospace Supplementary Pension Plan immediately prior to the Plan  Spin-Off Date. For the avoidance of doubt, (i) each GE Energy Transferee’s service  with General Electric Company and the GE Affiliates credited under the GE Aerospace  Supplementary Pension Plan immediately prior to the Plan Spin-Off Date shall be  47

credited under this Plan, and (ii) no GE Energy Transferee shall be treated as incurring  a termination of employment, separation from service, vesting, retirement or similar  event for purposes of determining the right to a distribution, benefits or any other  purpose under this Plan solely as a result of the Plan Spin-Off or the corporate spin-offs  of General Electric Company’s healthcare and energy businesses.

### Section II. Transfer of Benefits and Liabilities

The Plan Spin-Off shall be effected in accordance with the applicable requirements of  this instrument. The accrued benefit of each GE Energy Transferee under the GE  Supplementary Pension Plan immediately before the Plan Spin-Off shall become his  accrued benefit under this Plan immediately after the Plan Spin-Off.

Following the Plan Spin-Off, the Sponsor and its Affiliates shall have exclusive  responsibility for paying benefits under this Plan and for all payment obligations  hereunder.

Section III. Transfers to this Plan after the Plan Spin-Off Date

Following the Plan Spin-Off Date, if an individual with an accrued benefit under the GE  Aerospace Supplementary Pension Plan or the GE HealthCare Supplementary Pension  Plan (1) transfers employment directly to a GE Affiliate that is part of GE Vernova or (2)  is hired by a GE Affiliate that is part of GE Vernova, the benefits and liabilities for such  individual shall be transferred from the GE Supplementary Pension Plan or the GE  HealthCare Supplementary Pension Plan, as applicable, to this Plan (each such transfer  to this Plan, a “Subsequent Plan Spin-Off”). Such Subsequent Plan Spin-Off shall be  effective: (i) if the individual does not have a benefit under the GE Aerospace Pension  Plan or the GE HealthCare Pension Plan, upon the date of such individual’s transfer of  employment or hire, as applicable, or (ii) if the individual has a benefit under the GE  Aerospace Pension Plan or the GE HealthCare Pension Plan, the date of the  corresponding transfer of such individual’s benefit under such pension plan to the GE  Energy Pension Plan (the “Subsequent Spin-Off Date”). (For the avoidance of doubt, no  Subsequent Plan Spin-Off shall occur in connection with a transfer of employment if  such individual’s former employer is not an Affiliate when the individual becomes  employed by his new employer.)

Each Subsequent Plan Spin-Off shall be completed in a manner consistent with  Sections I and II of this Appendix A and the individual subject to the Subsequent Plan  Spin-Off shall be treated as a “GE Energy Transferee;” provided, however, that the “Plan  Spin-Off Date” with respect to such GE Energy Transferee shall be the Subsequent  Spin-Off Date.

Immediately after the Subsequent Plan Spin-Off, each GE Energy Transferee included  in the Subsequent Plan Spin-Off shall cease to be a participant in the GE Aerospace  Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan, as  applicable, and shall become a participant in the Plan. Regardless of whether the  48

Subsequent Spin-Off Date is the same as the date of the change in employment, the  GE Energy Transferee’s status under the Plan as of the Subsequent Spin-Off Date shall  be the same as if the Subsequent Plan Spin-Off had occurred at the time of the change  in employment (preserving the GE Energy Transferee’s status under the GE Aerospace  Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan (as  applicable) immediately prior to such change in employment, unless the GE HealthCare  Transferee’s new position involves a change in status under the Plan), with service  crediting and benefit accrual (as applicable) for periods after the change in employment  being determined in accordance with the Plan’s rules for the GE Energy Transferee’s  new position.

Section IV. Transfers from this Plan after the Plan Spin-Off Date

Following the Plan Spin-Off Date, if an individual with an accrued benefit under this Plan  (1) transfers employment directly to an Affiliate that is part of GE Aerospace or GE  HealthCare or (2) is hired by an Affiliate that is part of GE Aerospace or GE HealthCare,  the benefits and liabilities for such individual (each such individual, a “Transferred  Participant”) shall be transferred from this Plan to the GE Aerospace Supplementary  Pension Plan or the GE HealthCare Supplementary Pension Plan, as applicable (each  such transfer from the Plan, a “Reverse Plan Spin-Off”). Such Reverse Plan Spin-Off  shall be effective: (i) if the Transferred Participant does not have a benefit under the GE  Energy Pension Plan, upon the date of the Transferred Participant’s transfer of  employment or hire, as applicable, or (ii) if the Transferred Participant has a benefit  under the GE Energy Pension Plan, the date of the corresponding transfer of such  Transferred Participant’s benefit under the GE Energy Pension Plan (the “Transfer  Date”). (For the avoidance of doubt, no Reverse Plan Spin-Off shall occur in connection  with a transfer of employment if such individual’s former employer is not an Affiliate  when the individual becomes employed by his new employer.)

If the Reverse Plan Spin-Off occurs after the Transferred Participant’s transfer of  employment or hire, such Transferred Participant shall continue to accrue service and  benefits (if applicable) for the period until the Reverse Plan Spin-Off (unless the  Transferred Participant’s new position involves a change in status under the terms of the  GE Aerospace Supplementary Pension Plan or GE HealthCare Supplementary Pension  Plan, as applicable), such that the Transferred Participant’s benefit under the GE  Aerospace Supplementary Pension Plan or GE HealthCare Supplementary Pension  Plan (as applicable) after the Reverse Plan Spin-Off shall be the same as if the Reverse  Plan Spin-Off had occurred at the time of the applicable transfer of employment or hire.

Each Reverse Plan Spin-Off shall be effected in accordance with the applicable  requirements of this instrument. The accrued benefit of the Transferred Participant  under this Plan immediately before the Reverse Plan Spin-Off shall become his accrued  benefit under the GE Aerospace Supplementary Pension Plan or the GE HealthCare  Supplementary Pension Plan, as applicable, immediately after the Reverse Plan Spin-Off.

49

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## EX-31.1

SEC source: [gev1q202510qexhibit311.htm](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q202510qexhibit311.htm)

Exhibit 31(a)

Certification Pursuant to  
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Scott Strazik, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GE Vernova Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 23, 2025

/s/ Scott Strazik

Scott Strazik

Chief Executive Officer

(Principal Executive Officer)

---

## EX-31.2

SEC source: [gev1q202510qexhibit312.htm](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q202510qexhibit312.htm)

Exhibit 31(b)

Certification Pursuant to  
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Kenneth Parks, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GE Vernova Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 23, 2025

/s/ Kenneth Parks

Kenneth Parks

Chief Financial Officer

(Principal Financial Officer)

---

## EX-32.1

SEC source: [gev1q202510qexhibit321.htm](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q202510qexhibit321.htm)

Exhibit 32

Certification Pursuant to  
18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of GE Vernova Inc. (the “registrant”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “report”), each of the undersigned officers of the registrant certify, pursuant to 18 U.S.C. § 1350, that to such officer's knowledge:

(1) The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

April 23, 2025

/s/ Scott Strazik

Scott Strazik

Chief Executive Officer

/s/ Kenneth Parks

Kenneth Parks

Chief Financial Officer