GE Vernova GEV Form 10-Q filing Q1 FY2026

About GE Vernova 4 Part I 5 Item 1. Financial Statements and Supplementary Data 5 Consolidated Statement of Income (Loss) 5 Consolidated Statement of Financial Position 6 Consolidated Statement of Cash Flows 7 Consolidated Statement of Comprehensive Income (Loss) 8 Consolidated Statement of Changes in Equity 9 Note 1 Organization and Basis of Presentation 10 Note 2 Summary of Significant Accounting Policies 10 Note 3 Assets and Liabilities Held for Sale 10 Note 4 Current and Long-Term Receivables 11 Note 5 Inventories, Including Deferred Inventory Costs 11 Note 6 Property, Plant, and Equipment 11 Note 7 Leases 12 Note 8 Acquisitions, Goodwill, and Other Intangible Assets 12 Note 9 Contract and Other Deferred Assets & Contract Liabilities and Deferred Income 13 Note 10 Current and All Other Assets 14 Note 11 Equity Method Investments 14 Note 12 Accounts Payable and Equipment Project Payables 14 Note 13 Postretirement Benefit Plans 14 Note 14 Long-term Borrowings 14 Note 15 Current and All Other Liabilities 15 Note 16 Income Taxes 15 Note 17 Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock 16 Note 18 Earnings Per Share Information 16 Note 19 Other Income (Expense) – Net 16 Note 20 Financial Instruments 17 Note 21 Variable Interest Entities (VIEs) 18 Note 22 Commitments, Guarantees, Product Warranties, and Other Loss Contingencies 18 Note 23 Restructuring Charges and Separation Costs 19 Note 24 Segment Information 20 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 Part II 33 Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33

Item 6. Exhibits 34 Signatures 35

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PART I

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization. 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 report our financial results across three business segments:

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

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

• Our Electrification segment includes power transmission, grid systems integration, power conversion and storage, and grid

automation and software technologies required for the transmission, distribution, conversion, storage, and orchestration of

electricity from point of generation to point of consumption.

• Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades.
• Effective January 1, 2026, the Company realigned the reporting of certain of its business units. Historical financial information

presented within this report conforms to the new business unit structure within the Power, Electrification, and Wind segments.

• Within our Power segment, our Steam Power business unit was realigned into Nuclear Power, Hydro Power, and Gas

Power. In addition, a component of our former Electrification Software business unit was realigned into Gas Power.

• Within our Electrification segment, we revised our Grid Solutions business unit into three new business units, Power

Transmission, Grid Systems Integration, and Grid Automation & Software. In addition, a component of our former

Electrification Software business unit was realigned into Grid Automation & Software and another component was

realigned into Gas Power within our Power segment.

• Within our Wind segment, we combined our Onshore Wind and LM Wind Power business units into Onshore Wind.

Basis of Presentation. We have prepared the accompanying unaudited consolidated 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 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, 2025. 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 financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates and Assumptions. The preparation of the consolidated 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 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.

See Note 2 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, 2025, for further information on our significant accounting policies.

NOTE 3. ASSETS AND LIABILITIES HELD FOR SALE. During the first quarter of 2026, we completed the sale of the Proficy

manufacturing software business (Proficy) within our Grid Automation & Software business. In connection with the disposition, we received

net cash proceeds of $602 million, subject to customary working capital and other post-close adjustments. As a result, we recognized a pre-

tax gain of $330 million (after-tax gain of $210 million), recorded in Other income (expense) - net in our Consolidated Statement of Income

(Loss). See Note 19 for further information.

Additionally, during the first quarter of 2026, we completed the sale of the issued and outstanding membership interests of Linden VFT LLC,

a merchant transmission facility within our Gas Power business. In connection with the disposition, we received net cash proceeds of

$140 million, subject to customary working capital and other post-close adjustments. As a result, we recognized a pre-tax gain of $3 million

(after-tax gain of $2 million), recorded in Other income (expense) - net in our Consolidated Statement of Income (Loss).

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The major components of assets and liabilities held for sale in the Company’s Consolidated Statement of Financial Position are

summarized as follows:

NOTE 4. CURRENT AND LONG-TERM RECEIVABLES

Activity in the allowance for credit losses related to current receivables for the three months ended March 31, 2026 and 2025 consists of

the following:

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

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

receivables to third parties and subsequently collected $298 million and $373 million in the three months ended March 31, 2026 and 2025,

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

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

NOTE 5. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS

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

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

revenue recognition have not yet been met.

NOTE 6. PROPERTY, PLANT, AND EQUIPMENT

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Depreciation and amortization related to property, plant, and equipment was $166 million and $149 million in the three months ended

March 31, 2026 and 2025, respectively.

NOTE 7. LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Consolidated

Statement of Financial Position, were $898 million and $843 million as of March 31, 2026 and December 31, 2025, respectively. Expense

related to our operating lease portfolio, primarily from our long-term fixed leases, was $68 million and $45 million for the three months

ended March 31, 2026 and 2025, respectively. Our finance lease liabilities, included in All other current liabilities and Long-term borrowings

in our Consolidated Statement of Financial Position, were $303 million and $278 million as of March 31, 2026 and December 31, 2025,

respectively.

NOTE 8. ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS

Acquisitions. On February 2, 2026, GE Vernova completed the acquisition of the remaining 50% stake of Prolec GE, our former

unconsolidated joint venture with Xignux, in exchange for cash consideration of $5,254 million. Prolec GE is an electric industry leader in

North America, with approximately 10,000 employees across seven manufacturing sites in the Americas, including five in the U.S. It

produces a wide variety of transformers and transformer components for the generation, transmission, and distribution of electricity,

complemented by its broad transformer services offering. The acquisition increases our ability to serve the North American transformer

market. Net assets and results of operations of Prolec GE are included in our results commencing on February 2, 2026 and are reported

within the Electrification segment. As a result of this acquisition, we remeasured our previously held equity interest to fair value, with the

resulting pre-tax gain of $3,992 million recognized within Other income (expense) – net in our Consolidated Statement of Income during the

first quarter of 2026 and was determined by using the implied total equity value from the transaction price, adjusted for an assumed control

premium. Pro forma results of operations are not presented because the acquisition is not material to the Company’s consolidated results

of operations for the periods ended March 31, 2026 and 2025, respectively.

The following table summarizes the preliminary purchase consideration as well as the preliminary allocation to the assets acquired and

liabilities assumed based upon their estimated fair values at the date of acquisition:

Goodwill is calculated as the excess of the purchase consideration over the estimated fair value of net assets acquired and primarily

represents the value of the assembled workforce along with expected synergies from integrating Prolec GE’s operations with the

Company’s operations. The goodwill is recorded in our Electrification segment and approximately $400 million of the goodwill is expected to

be deductible for tax purposes.

We determined the fair value of assets acquired and liabilities assumed using available market information and various valuation methods

that require judgment related to estimates. The purchase accounting related to the acquisition, including the valuation of tangible and

intangible assets, is preliminary and likely to change in future reporting periods. We will complete our post-closing procedures and

purchase price allocation as soon as practicable but no later than the first quarter of 2027. See Notes 9, 11, and 19 for further information.

The preliminary fair value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date is

as follows:

The fair values of the customer related and trademarks and other intangible assets were primarily determined using the multi-period excess

earnings method, and the fair values of the patents and technology intangible assets were valued using the relief-from-royalty method.

Revenue and income (loss) before income taxes of Prolec GE from the acquisition date through March 31, 2026 were $485 million and

$(105) million, respectively. The income (loss) before income taxes includes the impact of inventory step-up amortization, intangible asset

amortization, and integration costs. Acquisition-related costs totaled $35 million during the three months ended March 31, 2026 and are

included in Selling, general, and administrative expenses in our Consolidated Statement of Income.

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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 2026, we did not identify any reporting units that were

impaired.

Intangible assets. All intangible assets are subject to amortization. Intangible assets increased $3,816 million during the three months

ended March 31, 2026, primarily as a result of the acquisition of Prolec GE, partially offset by amortization. Amortization expense was $176

million and $56 million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 9. 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 $399 million in the three months ended March 31, 2026 primarily due to the timing of revenue

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

$6,000 million in the three months ended March 31, 2026 primarily due to new collections received in excess of revenue recognition and as

a result of the acquisition of Prolec GE. Net contractual service agreements increased primarily due to revenues recognized of $1,280

million, partially offset by billings of $1,163 million and net unfavorable changes in estimated profitability of $89 million.

Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $4,001 million and $3,601

million for the three months ended March 31, 2026 and 2025, respectively.

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

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

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Remaining Performance Obligation (RPO). As of March 31, 2026, the aggregate amount of the contracted revenues allocated to our

unsatisfied (or partially unsatisfied) performance obligations were $163,276 million. We expect to recognize revenue as we satisfy our

remaining performance obligations as follows:

(1) Equipment-related RPO of $75,924 million of which 38%, 69%, and 98% is expected to be recognized within 1, 2, and 5 years,

respectively, and the remaining thereafter.

(2) Services-related RPO of $87,352 million of which 16%, 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 10. CURRENT AND ALL OTHER ASSETS. All other current assets primarily include investment securities, prepaid taxes and

deferred charges, and derivative instruments (see Note 20). All other current assets increased $256 million for the three months ended

March 31, 2026 primarily due to an increase in our investment in China XD Electric Co., Ltd due to unrealized gains, partially offset by a

sale of a portion of our shares, and an increase in financing receivables. The fair value of our investment in China XD Electric Co., Ltd was

$564 million as of March 31, 2026, which is considered to be Level 1. See Note 19 for further information. All other assets primarily include

pension surplus, long-term receivables (see Note 4), taxes receivable, and prepaid taxes and deferred charges. All other assets decreased

$29 million in the three months ended March 31, 2026.

NOTE 11. EQUITY METHOD INVESTMENTS

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

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

$201 million and $126 million in the three months ended March 31, 2026 and 2025, respectively. The Company owed Aero Alliance

$62 million and $55 million as of March 31, 2026 and December 31, 2025, respectively. These amounts have been recorded in

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

(b) In the first quarter of 2026, we acquired the remaining 50% stake of our former equity method investment in Prolec GE from Xignux. As

a result, Prolec GE is now consolidated within our financial statements. See Note 8 for further information.

NOTE 12. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES

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

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

these third-party programs were $856 million and $1,258 million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 13. POSTRETIREMENT BENEFIT PLANS. GE Vernova-sponsored plans are presented in three categories: principal pension

plans, other pension plans, and principal retiree benefit plans. See Note 13 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, 2025 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 Statement of Income (Loss).

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Defined Contribution Plan. GE Vernova sponsors a defined contribution plan for its eligible U.S. employees. Expenses associated with

their participation in the plan represent the employer contributions for GE Vernova employees and were $42 million and $36 million for the

three months ended March 31, 2026 and 2025, respectively.

NOTE 14. LONG-TERM BORROWINGS

On February 4, 2026, GE Vernova issued $2,600 million aggregate principal amount of senior notes, consisting of $600 million of 4.250%

senior notes due February 2031, $1,000 million of 4.875% senior notes due February 2036, and $1,000 million of 5.500% senior notes due

February 2056. The senior notes contain customary optional redemption provisions. Net proceeds from the offering were approximately

$2,543 million, net of the original issue discount, underwriting fees, and deferred issuance costs. The net proceeds from the debt issuance

were used for general corporate purposes, including financing a portion of the acquisition of the remaining 50% interest in Prolec GE, which

closed on February 2, 2026.

The estimated fair value of our long-term borrowings, excluding finance leases, was $2,557 million and $11 million as of March 31, 2026

and December 31, 2025, respectively, compared to carrying values of $2,554 million and $11 million as of March 31, 2026 and December

31, 2025, respectively. The fair value of the senior notes is classified as Level 2 within the fair value hierarchy.

Credit Facilities. As of March 31, 2026, we have $6,000 million of credit facilities consisting of (i) an 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. Each of the credit facilities will mature on April 2, 2029. There were no borrowings outstanding on these facilities

as of March 31, 2026. Fees related to the unused portion of the facilities were insignificant in the three months ended March 31, 2026. See

Note 22 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, 2025 for further information.

NOTE 15. 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 22), taxes payable, liabilities

related to business disposition activities, operating lease liabilities (see Note 7), and restructuring liabilities (see Note 23). All other current

liabilities increased $381 million in the three months ended March 31, 2026 primarily due to an increase in employee compensation and

benefit liabilities. All other liabilities primarily include liabilities related to uncertain and other income taxes, product warranties (see Note

22), legal liabilities (see Note 22), asset retirement obligations (see Note 22), operating lease liabilities (see Note 7), deferred income (see

Note 9), equipment projects and other commercial liabilities, and indemnifications (see Note 22). All other liabilities increased $3 million in

the three months ended March 31, 2026.

NOTE 16. INCOME TAXES. Our effective tax rate was 6.9% for the three months ended March 31, 2026. The effective tax rate was

lower than the U.S. statutory rate of 21% primarily due to a nontaxable gain on the acquisition of Prolec GE and an income tax benefit from

stock-based compensation partially offset by losses providing no tax benefit in certain jurisdictions.

Our effective tax rate was 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.

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NOTE 17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) AND COMMON STOCK

Common Stock. On March 31, 2026, there were 268,719,995 shares of GE Vernova common stock outstanding. On December 9, 2025,

we announced that the Board of Directors had authorized an increase of our repurchase program to $10 billion of common stock

repurchases, from the prior authorization of $6 billion, which was announced on December 10, 2024. We repurchased 1.8 million shares for

$1,295 million in the three months ended March 31, 2026, excluding commission fees and excise taxes. Cumulatively we have repurchased

$4,613 million of common stock over the life of the program.

NOTE 18. EARNINGS PER SHARE INFORMATION. The dilutive effect of outstanding stock options, restricted stock units, and

performance share units is reflected in the denominator for diluted earnings per share using the treasury stock method.

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

have been antidilutive.

NOTE 19. OTHER INCOME (EXPENSE) – NET

(a) Includes financial interest related to our normal business operations primarily with customers. Includes a pre-tax unrealized gain of

$231 million and a pre-tax realized gain of $20 million related to our interest in China XD Electric Co., Ltd in the three months ended

March 31, 2026. See Note 10 for further information.

(b) Includes a pre-tax gain of $3,992 million related to the acquisition of the remaining 50% stake in Prolec GE from Xignux as a result of

the remeasurement of our previously held equity interest to fair value, a pre-tax gain of $330 million related to the sale of our Proficy

business in our Electrification segment, and a pre-tax gain of $86 million related to the sale of an equity method investment at our

Financial Services business in the three months ended March 31, 2026. See Notes 3, 8, and 10 for further information.

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NOTE 20. 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 $196 million and $229 million as of March 31, 2026 and

December 31, 2025, respectively. The estimated fair value was $196 million and $225 million as of March 31, 2026 and December 31,

2025, 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 13 months in duration but with maximum remaining maturities of up to 14 years as of March 31, 2026.

Cash Flow Hedges. The total amount in AOCI related to cash flow hedges was a net $36 million gain and a net $100 million gain as of

March 31, 2026 and December 31, 2025, respectively, of which a net $1 million gain and a net $26 million gain, respectively, related to our

share of AOCI recognized at our non-consolidated joint ventures. We expect to reclassify $9 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 $21 million and $(9) million for the three months

ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the maximum length of time over which we are hedging forecasted

transactions was approximately 9 years.

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-U.S.

dollar functional equity method investees. The total amount in AOCI related to net investment hedges was a net gain of $33 million and

$31 million as of March 31, 2026 and December 31, 2025, respectively.

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

GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS

(a) Total gross notional amount of foreign currency exchange contracts represents the volume of derivatives activity. When foreign currency

exchange contracts with the same currency pair and maturity date are netted across different counterparties, the notional amount

reduces to approximately $24,361 million and $24,740 million as of March 31, 2026 and December 31, 2025, respectively.

(b) 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.

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

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

The amount excluded for cash flow hedges was a gain (loss) of $9 million and $8 million for the three months ended March 31, 2026 and

2025, respectively. These amounts are recognized in Sales of equipment, Sales of services, Cost of equipment, and Cost of services in our

Consolidated Statement of Income (Loss).

NOTE 21. VARIABLE INTEREST ENTITIES (VIEs). In our Consolidated Statement of Financial Position, we have assets of $131

million and $128 million and liabilities of $136 million and $132 million as of March 31, 2026 and December 31, 2025, 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 $129 million and $85 million as of March 31, 2026 and December 31, 2025, respectively. 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 22.

NOTE 22. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES

Commitments. We had total investment commitments of $133 million and no unfunded lending commitments at March 31, 2026. The

commitments primarily consist of obligations to make investments or provide funding by our Financial Services business. See Note 21 for

further information.

Guarantees. As of March 31, 2026, we were committed under the following guarantee arrangements:

Credit support. We have provided $626 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 $5 million.

Indemnification agreements. We have $1,010 million of indemnification commitments, including our commercial contracts and

agreements governing the sale of business assets, for which we recorded a liability of $674 million. The liability is primarily associated with

cash and deposits and includes a $378 million liability at March 31, 2026 related to cash transferred to the Company from General Electric

Company (GE) as part of the separation 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 $200 million of indemnifications in connection with agreements entered into with GE

related to the separation, including a tax matters agreement (TMA). The IRS is currently auditing the consolidated GE U.S. income tax

returns for 2016 through 2020, during which years the GE Vernova businesses were part of the consolidated filing. In the first quarter of

2026, we were informed by GE of an update to this IRS audit. The resolution could result in additional tax obligations that may be allocated

to GE Vernova by GE, in accordance with the TMA. The resolution of this matter could be time-consuming and is not likely in the near term.

If the resolution is unfavorable, then it could result in material indemnification obligations due from GE Vernova to GE, which are not

reasonably estimable at this time and for which no liability has been accrued.

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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 $1,580 million and $1,573 million as of March 31, 2026 and December 31, 2025,

respectively.

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

investigations, and other legal, regulatory, or governmental actions. See Note 22 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, 2025 for further information.

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 $132 million and $135 million as of

March 31, 2026 and December 31, 2025, 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 $544 million and $541 million as of March 31, 2026 and December 31, 2025, respectively, and are recorded in

All other current liabilities and All other liabilities in our Consolidated Statement of Financial Position. Of these amounts, $463 million and

$459 million, respectively, were related to nuclear decommissioning obligations.

NOTE 23. 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 24 for further information.

(a) Includes $72 million, and $28 million for the three months ended March 31, 2026 and 2025 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 in our Consolidated Statement of Financial Position.

2026 1Q FORM 10-Q 20

Total restructuring and other charges incurred for the three months ended March 31, 2026 and 2025 primarily relate to programs to simplify

the organizational structure of, reduce operating costs in, and to right-size the businesses. The costs for the three months ended March 31,

2026 also include costs of $56 million related to the acquisition and integration of the remaining 50% stake of Prolec GE in our

Electrification segment. On July 21, 2025, we approved a restructuring plan (the Plan) accelerating previously announced enterprise

transformation activities to reduce general and administrative costs. We anticipate that the Plan will be substantially complete by mid-2026.

We expect to incur approximately $225 million in total costs in connection with the Plan primarily consisting of termination benefits

associated with a reduction in the workforce, with approximately $175 million of the costs resulting in cash expenditures. In the three

months ended March 31, 2026, we incurred $41 million of costs related to the Plan and have incurred $186 million of costs since inception

of the Plan.

Separation Costs. In connection with the separation from GE, the Company recognized separation costs of $23 million and $45 million for

the three months ended March 31, 2026 and 2025, respectively, in our Consolidated 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 expenses.

NOTE 24. 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, Electrification, and Wind. 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.

2026 1Q FORM 10-Q 21

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

Intersegment expenses are included within the amounts shown.

(b) Excludes depreciation and amortization expenses.

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

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

three months ended March 31, 2026 and 2025, respectively, related to our Financial Services business which, because of the nature of

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

(b) Includes a pre-tax gain of $3,992 million related to the acquisition of the remaining 50% stake in Prolec GE from Xignux as a result of

the remeasurement of our previously held equity interest to fair value and an expense of $71 million for the impact of a fair value

adjustment to Prolec GE inventory that was recorded in Cost of equipment in the three months ended March 31, 2026. Includes a pre-

tax gain of $330 million related to the sale of our Proficy business in our Electrification segment in the three months ended March 31,

2026. Also includes unrealized and realized (gains) losses related to our interest in China XD Electric Co., Ltd, recorded in Net interest

and investment income (loss) which is part of Other income (expense) - net. See Note 19 for further information.

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

time costs.

(d) 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.

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

operations primarily with customers.

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

(a)Includes $938 million of Property, plant, and equipment acquired with Prolec GE in the three months ended March 31, 2026.

2026 1Q FORM 10-Q 22

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 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, 2026 and 2025. 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, 2025. 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 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."

Prolec GE. On February 2, 2026, we completed the acquisition of the remaining 50% stake of Prolec GE, our former unconsolidated joint

venture with Xignux, in exchange for cash consideration of approximately $5.3 billion. Prolec GE is an electric industry leader in North

America, with approximately 10,000 employees across seven manufacturing sites in the Americas, including five in the U.S. It produces a

wide variety of transformers and transformer components for the generation, transmission, and distribution of electricity, complemented by

its broad transformer services offering. Net assets and results of operations of Prolec GE are included in our results commencing on

February 2, 2026 and are reported within the Electrification segment. As a result of this acquisition, we remeasured our previously held

equity interest to fair value, with the resulting pre-tax gain of $4.0 billion recognized within Other income (expense) – net in our

Consolidated Statement of Income during the first quarter of 2026.

Long-term Borrowings. On February 4, 2026, we issued $2.6 billion aggregate principal amount of senior notes, consisting of $0.6 billion,

$1.0 billion, and $1.0 billion due February 2031, 2036, and 2056, respectively. The proceeds from the debt offering were used for general

corporate purposes, including financing a portion of the acquisition of the remaining 50% stake of Prolec GE.

Offshore Wind. At Offshore Wind, we continue to experience pressure related to our project costs and execution timelines, as we deliver

on our existing backlog. On December 22, 2025, the United States Department of Interior announced that it was pausing the leases for all

large-scale offshore wind projects under construction in the United States, which had a direct impact on the Vineyard Wind project

completion timeline. On January 27, that pause was lifted and during the first quarter of 2026, we successfully completed the installation of

all remaining wind turbines at the Vineyard Wind project and now have moved on to the remaining commissioning activities. As we work

through the final stages of the project, we are working with our customer to resolve outstanding claims and counterclaims.

Tariffs. Throughout 2025 and 2026, the United States and other countries imposed global tariffs. These tariffs have resulted, 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

$250 million to $350 million in 2026, after taking into consideration contractual protections and mitigating actions. The actual impacts of

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.

Business Unit Realignment. Effective January 1, 2026, we realigned the reporting of certain of our business units. Historical financial

information presented within this report conforms to the new business unit structure within the Power, Electrification, and Wind segments.

• Within our Power segment, our Steam Power business unit was realigned into Nuclear Power, Hydro Power, and Gas Power. In

addition, a component of our former Electrification Software business unit was realigned into Gas Power.

• Within our Electrification segment, we revised our Grid Solutions business unit into three new business units, Power Transmission,

Grid Systems Integration, and Grid Automation & Software. In addition, a component of our former Electrification Software business

unit was realigned into Grid Automation & Software and another component was realigned into Gas Power within our Power segment.

• Within our Wind segment, we combined our Onshore Wind and LM Wind Power business units into Onshore Wind.

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, governmental regulations and policies, and changes in broader

economic and geopolitical conditions. These trends, along with the growing focus on the digitization and sustainability of the electricity

infrastructure, can impact performance across each of our business segments. We believe that our industry-defining technologies and

commitment to innovation position us well to capitalize on, as well as mitigate adverse impacts from, 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.

2026 1Q FORM 10-Q 23

• 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 $163.3 billion and $123.4 billion as of March 31, 2026 and 2025, respectively. For the three months ended

March 31, 2026, total revenues were $9.3 billion, an increase of $1.3 billion for the quarter. Net income (loss) was $4.7 billion, an increase

of $4.5 billion in net income for the quarter, and net income (loss) margin was 50.9%. Diluted earnings (loss) per share was $17.44 for the

three months ended March 31, 2026, an increase in diluted earnings per share of $16.53 for the quarter. Cash flows from (used for)

operating activities were $5.2 billion and $1.2 billion for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, Adjusted EBITDA* was $0.9 billion, an increase of $0.4 billion. Free cash flow* was $4.8

billion and $1.0 billion for the three months ended March 31, 2026 and 2025, respectively.

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 9 in the Notes to the consolidated financial statements for further information.

As of March 31, 2026, RPO increased $13.0 billion (9%) from December 31, 2025, primarily at Electrification, due to the acquisition of

Prolec GE and demand for switchgear and transformers at Power Transmission, and demand for alternating current substation solutions at

Grid Systems Integration; at Power, due to increases at Gas Power from Heavy-Duty Gas Turbines and Nuclear Power services; partially

offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our contracts. RPO increased $39.8 billion (32%) from

March 31, 2025, primarily at Power, due to increases at Gas Power equipment and services, and increases at Nuclear Power services and

equipment; at Electrification, due to the acquisition of Prolec GE and demand for switchgear and transformers at Power Transmission,

demand for high-voltage direct current solutions and alternating current substation solutions at Grid Systems Integration, and synchronous

condensers at Power Conversion & Storage; partially offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our

contracts.

For the three months ended March 31, 2026, total revenues increased $1.3 billion (16%). Equipment revenues increased at

Electrification, primarily due to the acquisition of Prolec GE, and increased volume in switchgear and transformers at Power Transmission,

and at Grid Systems Integration due to increased volume in alternating current substation solutions and high voltage direct current

solutions; and at Power, due to increases at Gas Power from Heavy-Duty Gas Turbine and Aeroderivative equipment deliveries and

favorable pricing; partially offset at Wind, primarily at Onshore Wind due to lower deliveries, partially offset by increases at Offshore Wind

due to higher deliveries and installations. Services revenues increased at Power, Wind, and Electrification.

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

increased $0.6 billion (7%), organic equipment revenues* increased $0.4 billion (10%) and organic services revenues* increased $0.2

billion (4%). Organic revenues* increased at Electrification and Power, partially offset at Wind.

*Non-GAAP Financial Measure

2026 1Q FORM 10-Q 24

For the three months ended March 31, 2026, operating income (loss) was $0.2 billion, a $0.1 billion increase, primarily due to: an

increase in segment results at Electrification of $0.3 billion, primarily due to volume, productivity, and favorable price at Power Transmission

and Grid Systems Integration; and at Power of $0.3 billion, primarily at Gas Power due to favorable pricing and higher volume, partially

offset by the impact of inflation; partially offset by a decrease at Wind of $(0.2) billion, primarily at Onshore Wind due to lower equipment

deliveries and the impact of tariffs, and at Offshore Wind due to higher contract losses, partially offset by lower costs at Onshore Wind

services; and an increase in depreciation and amortization expense across all segments of $0.1 billion.

Net income (loss) and Net income (loss) margin were $4.7 billion and 50.9%, respectively, for the three months ended March 31, 2026, an

increase of $4.5 billion and 47.6%, respectively, for the quarter, primarily due to an increase in other income (expense) - net of $4.6 billion

driven by a $4.0 billion pre-tax gain related to the acquisition of Prolec GE and a $0.3 billion pre-tax gain related to the sale of our Proficy

manufacturing software business (Proficy), and operating income (loss) of $0.1 billion, partially offset by an increase in provision for income

taxes of $0.3 billion.

Adjusted EBITDA* and Adjusted EBITDA margin* were $0.9 billion and 9.6%, respectively, for the three months ended March 31, 2026, an

increase of $0.4 billion and 3.9%, respectively, primarily driven by increases in segment results at Electrification and Power, partially offset

at Wind.

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

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

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

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

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

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

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

public company.

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

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

basis due to the nature of its investments.

*Non-GAAP Financial Measure

2026 1Q FORM 10-Q 25

POWER

RPO as of March 31, 2026 increased $5.1 billion (5%) from December 31, 2025, primarily at Gas Power from Heavy-Duty Gas Turbines

and Nuclear Power services. RPO increased $23.2 billion (30%) from March 31, 2025, primarily at Gas Power due to increases in

equipment and services, and increases at Nuclear Power services and equipment.

For the three months ended March 31, 2026, segment revenues were up $0.5 billion (12%) and segment EBITDA was up $0.3

billion (57%).

Segment revenues increased $0.5 billion (10%) organically*, primarily at Gas Power equipment due to increases in Heavy-Duty Gas

Turbine and Aeroderivative equipment deliveries and favorable pricing.

Segment EBITDA increased $0.3 billion (59%) organically*, primarily at Gas Power due to favorable pricing and higher volume, partially

offset by the impact of inflation.

ELECTRIFICATION

RPO as of March 31, 2026 increased $8.2 billion (24%) from December 31, 2025, primarily due to the acquisition of Prolec GE and demand

for switchgear and transformers at Power Transmission, and demand for alternating current substation solutions at Grid Systems

Integration. RPO increased $17.4 billion (70%) from March 31, 2025, primarily due to the acquisition of Prolec GE and demand for

switchgear and transformers at Power Transmission, demand for high-voltage direct current solutions and alternating current substation

solutions at Grid Systems Integration, and synchronous condensers at Power Conversion & Storage.

*Non-GAAP Financial Measure

2026 1Q FORM 10-Q 26

For the three months ended March 31, 2026, segment revenues were up $1.1 billion (61%) and segment EBITDA was up $0.3

billion.

Segment revenues increased $0.5 billion (29%) organically*, primarily at Power Transmission due to increased volume in switchgear and

transformers, and at Grid Systems Integration due to increased volume in alternating current substation solutions and high voltage direct

current solutions.

Segment EBITDA increased $0.2 billion organically*, primarily due to volume, productivity, and favorable price at Power Transmission and

Grid Systems Integration.

WIND

RPO as of March 31, 2026 decreased $0.3 billion (1%) and decreased $0.8 billion (4%) from December 31, 2025 and March 31, 2025,

respectively, primarily due to a decrease at Offshore Wind as we continue to execute on our contracts.

For the three months ended March 31, 2026, segment revenues were down $0.4 billion (23%) and segment EBITDA was down $0.2

billion.

Segment revenues decreased $0.5 billion (25%) organically*, primarily at Onshore Wind equipment due to lower deliveries, partially offset

by increases at Onshore Wind services due to increased transactional volume and Offshore Wind due to higher deliveries and installations.

Segment EBITDA decreased $0.2 billion organically*, primarily at Onshore Wind due to lower equipment deliveries and the impact of tariffs,

and at Offshore Wind due to higher contract losses, partially offset by lower cost at Onshore Wind services.

*Non-GAAP Financial Measure

2026 1Q FORM 10-Q 27

OTHER INFORMATION

Gross Profit and Gross Margin. Gross profit was $1.8 billion and $1.5 billion for the three months ended March 31, 2026 and 2025,

respectively. Gross margin was 19.1% and 18.3% for the three months ended, respectively. The increase in gross profit for the quarter was

due to an increase at Electrification due to volume, productivity, and favorable price at Power Transmission and Grid Systems Integration;

and at Power due to favorable pricing and higher volume at Gas Power, partially offset by the impact of inflation; partially offset by a

decrease at Wind primarily at Onshore Wind due to lower equipment deliveries and the impact of tariffs, and at Offshore Wind due to higher

contract losses.

Selling, General, and Administrative. Selling, general, and administrative costs were $1.3 billion and $1.2 billion and comprised 13.9%

and 14.8% of revenues for the three months ended March 31, 2026 and 2025, respectively. Selling, general, and administrative costs

increased $0.1 billion for the quarter, primarily due to labor inflation and incremental costs associated with the acquisition of Prolec GE,

partially offset by cost reduction activities.

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 connection with the separation from

General Electric Company (GE), we incurred and will continue to incur certain one-time separation costs. See Note 23 in the Notes to the

consolidated financial statements for further information.

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

$0.1 billion in income for the three months ended March 31, 2026 and 2025, respectively. The decrease in income was primarily driven by

higher interest expense on borrowings. 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. Our effective tax rate was 6.9% for the three months ended March 31, 2026. The effective tax rate was lower than the U.S.

statutory rate of 21% primarily due to a nontaxable gain on the acquisition of Prolec GE and an income tax benefit from stock-based

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

Our effective tax rate was 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.

CAPITAL RESOURCES AND LIQUIDITY. As of March 31, 2026, our Cash, cash equivalents, and restricted cash was $10.2 billion,

$0.4 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 December 9, 2025, we announced that the Board of Directors had authorized an increase of our repurchase program to $10.0 billion of

common stock repurchases, from the prior authorization of $6.0 billion, which was announced on December 10, 2024. We repurchased 1.8

million shares for $1.3 billion during the three months ended March 31, 2026. Cumulatively we have repurchased $4.6 billion of common

stock over the life of the program. 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 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, and tax authorities. 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.

*Non-GAAP Financial Measure

2026 1Q FORM 10-Q 28

Cash from operating activities was $5.2 billion and $1.2 billion for the three months ended March 31, 2026 and 2025, respectively.

Cash from operating activities increased by $4.0 billion in 2026 compared to 2025, primarily driven by: an increase from contract liabilities

and current deferred income of $4.5 billion, primarily due to higher down payments on orders and slot reservation agreements at Power,

higher down payments and milestone collections at Electrification, and lower revenue recognition at Wind; an increase from accounts

payable of $0.7 billion, driven by growth at Electrification and Power, including a higher impact related to decreases in prepayments; higher

net income (after adjusting for depreciation of PP&E, amortization of intangible assets, (gains) losses on purchases and sales of business

interests, and provision (benefit) for income taxes) of $0.5 billion; partially offset by a decrease from inventories of $(0.5) billion, primarily

due to higher build and fewer liquidations in Wind; higher income taxes paid of $(0.4) billion; a decrease from All other operating activities of

$(0.4) billion, primarily due to an increase in non-cash unrealized gains related to our interest in China XD Electric Co., Ltd; and a decrease

from current receivables of $(0.3) billion, primarily due to higher net billings and increases in supplier advances at Wind.

Cash from operating activities of $5.2 billion for the three months ended March 31, 2026 included a $5.3 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

$5.6 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments at Electrification; current

receivables of $0.6 billion, driven by net collections in Power and Electrification, partially offset by an increase in supplier advances in

Power; accounts payable and equipment project payables of $0.5 billion, due to purchases of materials outpacing disbursements, including

a decrease in prepayments, in Electrification and Power; inventories of $(0.9) billion, primarily due to higher production and fewer

liquidations at Wind, and higher volume to support fulfillment and future deliveries at Power; and current contract assets of $(0.4) billion,

driven by equipment revenue recognition exceeding billings at Electrification and Power.

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; 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.

Cash from (used for) investing activities was $(4.3) billion and $(0.1) billion for the three months ended March 31, 2026 and 2025,

respectively. Cash used for investing activities increased by $4.2 billion in 2026 compared to 2025 primarily driven by: net cash paid for the

acquisition of the remaining 50% stake of Prolec GE of $4.9 billion (net of cash acquired); partially offset by proceeds (net of cash

transferred) from the sale of our Proficy business for $0.6 billion. Cash used for additions to PP&E and internal-use software, which is a

component of free cash flow*, was $0.4 billion and $0.2 billion for the three months ended March 31, 2026 and 2025, respectively.

Cash from (used for) financing activities was $0.4 billion and $(1.3) billion for the three months ended March 31, 2026 and 2025,

respectively. Cash from financing activities increased by $1.7 billion in 2026 compared to 2025 primarily driven by: net cash from newly

issued long-term debt of $2.6 billion; partially offset by the repayment of debt acquired in the Prolec GE transaction of $0.4 billion and

higher withholding tax payments on equity stock awards of $0.2 billion, which are both included in All other financing activities; higher cash

settlements for share repurchases of $0.2 billion; and higher dividends paid of $0.1 billion.

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 7 and 22 in the Notes to the consolidated financial statements for further information regarding our

obligations under lease and guarantee arrangements as well as our investment commitments. See Note 13 in the Notes to the consolidated

financial statements for further information regarding material cash requirements related to our pension obligations.

Debt. Total debt, excluding finance leases, was $2.6 billion and less than $0.1 billion as of March 31, 2026 and December 31, 2025,

respectively, an increase of $2.5 billion, primarily due to long-term debt issued on February 4, 2026. 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 14 in the Notes to the

consolidated financial statements.

Credit Ratings and Conditions. Interest and fees payable by us under the Revolving Credit Facility are determined in part by our credit

ratings, and our credit ratings and market conditions will influence any future debt financing and may impact our commercial activities and

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

ratings as of the date of this filing are set forth in the following table.

S&P Fitch

Outlook Positive 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 Related to our Customers and Industry

Dynamics” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of some potential

consequences for our credit ratings.

*Non-GAAP Financial Measure

2026 1Q FORM 10-Q 29

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,

2026, we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.

Parent Company Credit Support. Prior to the separation from GE, 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 noncustomer related activities of GE Vernova (collectively, the GE credit support). 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 separation from GE, 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. GE Vernova pays

quarterly fees to GE which are determined by amounts associated with 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.

As of March 31, 2026, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $7.5

billion, an over 79% reduction since the separation. We expect approximately $5 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 financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted improvements to the Accounting for Internal-Use Software. The ASU updates the accounting for internal-use software by

eliminating the concept of development stages. Under this updated guidance, software costs are capitalized once management has

authorized and committed funding to the project, and it is probable the project will be completed and the software used as intended. The

ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods. We are currently

evaluating the impact that this guidance will have on our consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants Received by Business Entities. The new

standard establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The

ASU is effective for fiscal years beginning after December 15, 2028. We are currently evaluating the impact that this guidance will have on

our consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES. To prepare our consolidated 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, 2025 for additional discussion of

accounting policies and critical accounting estimates.

Except as described below, there have been no material changes to our critical accounting estimates as compared to the critical accounting

estimates disclosed in our audited consolidated and combined financial statements and notes thereto for the year ended December 31,

2025 in our Annual Report on Form 10-K.

Business Combinations. The results of a business acquired in a business combination are included in our consolidated financial

statements as of the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at

their estimated fair values on the acquisition date, which may be considered preliminary and subject to adjustment during the measurement

period, which is up to one year from the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities

assumed is recognized as goodwill.

We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to the respective assets and liabilities.

Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates, including the selection of

valuation methodologies, estimates of future revenue, costs, and cash flows, discount rates, royalty rates, and selection of comparable

companies. We engage third-party valuation specialists to assist in concluding on fair value measurements in connection with determining

fair values of assets acquired and liabilities assumed in a business combination. The resulting fair values and useful lives assigned to

acquisition-related intangible assets impact the amount and timing of future amortization expense.

2026 1Q FORM 10-Q 30

These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition

could be allocated to the acquired assets and liabilities differently from the allocation that we have made. In addition, unanticipated events

and circumstances may occur which may affect the accuracy or validity of such estimates, and if such events occur, we may be required to

record a charge against the value ascribed to an acquired asset, an increase in the amounts recorded for assumed liabilities, or an

impairment of some or all of the goodwill. See Note 8 in the Notes to the consolidated financial statements for further information.

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.

(a) Includes intersegment sales of $32 million and $114 million for the three months ended March 31, 2026 and 2025, respectively. See

Note 24 in the Notes to the consolidated financial statements for further information.

2026 1Q FORM 10-Q 31

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

2026 1Q FORM 10-Q 32

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 less than

$0.1 billion for the three months ended March 31, 2026 and 2025, respectively. 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, 2025 for more information about foreign

exchange risk, interest rate risk, and commodity risk.

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 13a-15(e) and 15d-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, 2026, 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, 2026, the Company continued to exit from

various transition service agreements with GE Aerospace primarily related to information technology systems that impact financial

reporting. Consequently, responsibility for execution of related internal controls transferred to the Company, including certain general

information technology controls in connection with information technology environment changes.

On February 2, 2026, the Company completed the acquisition of the remaining 50% stake of Prolec GE. See Note 8 in the Notes to the

consolidated financial statements for further information. The Company is in the process of analyzing and evaluating the internal control

environment as it relates to the integration of Prolec GE, which may result in additions or changes to our internal control over financial

reporting. The Company will exclude Prolec GE’s operations from the scope of our annual assessment of the effectiveness of internal

control over financial reporting for the year ending December 31, 2026 in accordance with Securities and Exchange Commission guidance.

Such guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from

management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.

Other than those discussed in the preceding sentences, no change in the Company’s internal control over financial reporting occurred

during the quarter ended March 31, 2026, that materially affected, or is reasonably likely to materially affect, the Company's internal control

over financial reporting.

*Non-GAAP Financial Measure

2026 1Q FORM 10-Q 33

PART II

ITEM 1. LEGAL PROCEEDINGS. See Note 22 in the Notes to the consolidated financial statements for 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, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. On December 9, 2025, we announced

that the Board of Directors had authorized an increase of our repurchase program to $10 billion of common stock repurchases, from the

prior authorization of $6 billion, which was announced on December 10, 2024. The repurchase program may be suspended or discontinued

at any time and does not have an expiration date. We repurchased 1.8 million shares for $1,295 million during the three months ended

March 31, 2026 under this authorization.

The following table summarizes the share repurchase activity for the three months ended March 31, 2026:

ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.

ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.

ITEM 5. OTHER INFORMATION.

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, 2026.

2026 1Q FORM 10-Q 34

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). | | | 4.1 Indenture, dated as of February 4, 2026, between GE Vernova Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2026, File No. 001-41966). | | | 4.2 First Supplemental Indenture, dated as of February 4, 2026, between GE Vernova Inc. and The Bank of New York Mellon, as trustee (including forms of Notes for the 4.250% Senior Notes due 2031, 4.875% Senior Notes due 2036, and 5.500% Senior Notes due 2056) (incorporated by reference to Exhibit 4.2 of the registrant’s Current Report on Form 8-K filed with the SEC on February 4, 2026, File No. 001-41966). | | | 10.1 Letter Agreement with Philippe Piron (incorporated by reference to Exhibit 10.32 of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, File No. 001-41966).* | | | 10.2 Offer Letter with Eric Gray (incorporated by reference to Exhibit 10.33 of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, File No. 001-41966).* | | | 10.3 Mutual Termination Agreement with Maví Zingoni (incorporated by reference to Exhibit 10.34 of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, File No. 001-41966).* | | | 31.1 Certification pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith). | | | 31.2 Certification pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (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, 2026, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Statement of Income (Loss) for the three months ended March 31, 2026 and 2025, (ii) Consolidated Statement of Financial Position at March 31, 2026 and December 31, 2025, (iii) Consolidated Statement of Cash Flows for the three months ended March 31, 2026 and 2025, (iv) Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025, (v) Consolidated Statement of Changes in Equity for the three months ended March 31, 2026 and 2025, and (vi) Notes to Consolidated 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.

2026 1Q FORM 10-Q 35