GE Vernova 10-Q 2025-03-31
Filed 2025-04-23. 8 sections, 146K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 001-41966

GE Vernova Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 92-2646542 | |||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| 58 Charles Street, | Cambridge, | MA | 02141 | |
| (Address of principal executive offices) | (Zip Code) |
(617) 674-7555
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | GEV | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☑ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 272,934,744 shares of common stock with a par value of $0.01 per share outstanding at March 31, 2025.
TABLE OF CONTENTS
| Page | |||||
| Forward-Looking Statements | 3 | ||||
| About GE Vernova | 4 | ||||
| Part I | 5 | ||||
| Item 1. Financial Statements and Supplementary Data | 5 | ||||
| Consolidated and Combined Statement of Income (Loss) | 5 | ||||
| Consolidated and Combined Statement of Financial Position | 6 | ||||
| Consolidated and Combined Statement of Cash Flows | 7 | ||||
| Consolidated and Combined Statement of Comprehensive Income (Loss) | 8 | ||||
| Consolidated and Combined Statement of Changes in Equity | 9 | ||||
| Note | 1 | Organization and Basis of Presentation | 10 | ||
| Note | 2 | Summary of Significant Accounting Policies | 10 | ||
| Note | 3 | Current and Long-Term Receivables | 11 | ||
| Note | 4 | Inventories, Including Deferred Inventory Costs | 11 | ||
| Note | 5 | Property, Plant, and Equipment | 11 | ||
| Note | 6 | Leases | 11 | ||
| Note | 7 | Goodwill and Other Intangible Assets | 12 | ||
| Note | 8 | Contract and Other Deferred Assets & Contract Liabilities and Deferred Income | 12 | ||
| Note | 9 | Current and All Other Assets | 13 | ||
| Note | 10 | Equity Method Investments | 13 | ||
| Note | 11 | Accounts Payable and Equipment Project Payables | 13 | ||
| Note | 12 | Postretirement Benefit Plans | 13 | ||
| Note | 13 | Current and All Other Liabilities | 14 | ||
| Note | 14 | Income Taxes | 14 | ||
| Note | 15 | Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock | 14 | ||
| Note | 16 | Earnings Per Share Information | 15 | ||
| Note | 17 | Other Income (Expense) – Net | 15 | ||
| Note | 18 | Financial Instruments | 15 | ||
| Note | 19 | Variable Interest Entities (VIEs) | 17 | ||
| Note | 20 | Commitments, Guarantees, Product Warranties, and Other Loss Contingencies | 17 | ||
| Note | 21 | Restructuring Charges and Separation Costs | 18 | ||
| Note | 22 | Segment Information | 19 | ||
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 30 | ||||
| Item 4. Controls and Procedures | 30 | ||||
| Part II | 31 | ||||
| Item 1. Legal Proceedings | 31 | ||||
| Item 1A. Risk Factors | 31 | ||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 31 | ||||
| Item 3. Defaults Upon Senior Securities | 31 | ||||
| Item 4. Mine Safety Disclosures | 31 | ||||
| Item 5. Other Information | 31 | ||||
| Item 6. Exhibits | 32 | ||||
| Signatures | 33 |
2025 1Q FORM 10-Q 3
FORWARD-LOOKING STATEMENTS**.** This quarterly report of GE Vernova Inc. (the Company, GE Vernova, our, we, or us) contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are
subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “guidance”, “anticipate”, “intend”,
“plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions. These forward-looking statements include,
among others, statements about the benefits GE Vernova expects from our lean operating model; our expectations regarding the energy
transition; the demand for our products and services; our expectations of future increased business, revenues, and operating results; our
ability to innovate and anticipate and address customer demands; our ability to increase production capacity, efficiencies, and quality; our
underwriting and risk management; the estimated impact of tariffs; the experiences we believe we are gaining across our Haliade-X
backlog related to installation timelines and related remediation plans; benefits we expect to receive from the Inflation Reduction Act of
2022 (IRA); current and future customer orders and projects; our actual and planned investments, including in research and development,
capital expenditures, joint ventures and other collaborations with third parties; our ability to meet our sustainability goals and targets; levels
of global infrastructure spending; government policies that further or limit the global energy transition; our expected cash generation and
management; our capital allocation framework, including share repurchases and dividends; our restructuring programs and strategies to
reduce operational costs; our ability to novate or assign credit support provided by General Electric Company; disputes, litigation,
arbitration, and governmental proceedings involving us; the sufficiency and expected uses of our cash, liquidity, and financing
arrangements; and our credit ratings.
Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are
subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or achievements to differ materially
from current expectations. Some of the risks, uncertainties, and other factors that may cause actual results to differ materially from those
expressed or implied by forward-looking statements include the following:
-
Our ability to successfully execute our lean operating model;
-
Our ability to innovate and successfully identify and meet customer demands and needs;
-
Our ability to successfully compete;
-
Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products
essential to our business;
-
Significant disruptions to our manufacturing and production facilities and distribution networks;
-
Changes in government policies and priorities that reduce funding and demand for energy equipment and services;
-
Shifts in demand, market expectations, and other dynamics related to energy, electrification, decarbonization, and sustainability;
-
Global economic trends, competition, and geopolitical risks, including conflicts, trade policies, and other constraints on economic
activity;
-
Product quality issues or product or safety failures related to our complex and specialized products, solutions, and services;
-
Our ability to obtain required permits, licenses, and registrations;
-
Our ability to attract and retain highly qualified personnel;
-
Our ability to develop, deploy, and protect our intellectual property rights;
-
Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic
investments, and other priorities;
- Our ability to successfully identify, complete, integrate, and obtain benefits from any acquisitions, joint ventures and other
investments;
-
The price, availability, and trading volumes of our common stock;
-
Downgrades of our credit ratings or ratings outlooks;
-
The amount and timing of our cash flows and earnings;
-
Our ability to meet our sustainability goals;
-
The impact from cybersecurity or data security incidents;
-
Changes in law, regulation, or policy that may affect our businesses and projects, or impose additional costs;
-
Natural disasters, weather conditions and events, public health events, or other emergencies;
-
Tax law and policy changes;
-
Adverse outcomes in legal, regulatory, and administrative proceedings, actions, and disputes; and
-
Other changes in macroeconomic and market conditions and volatility.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking
statements, and these and other factors are more fully discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, including in Item 1A. "Risk Factors" and Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations" therein as may be updated from time to time in our Securities
and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls. We do not undertake any
obligation to update or revise our forward-looking statements except as may be required by law or regulation.
2025 1Q FORM 10-Q 4
ABOUT GE VERNOVA**.** GE Vernova Inc. (the Company, GE Vernova, our, we, or us) is a global leader in the electric power industry,
with products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service
technologies to create a more reliable, secure, and sustainable electric power system, enabling electrification and decarbonization,
underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, positioned with a unique scope
and scale of solutions to help accelerate the energy transition, while servicing and growing our installed base and strengthening our own
profitability and stockholder returns. We have a strong history of innovation, which is a key strength enabling us to meet our customers’
needs.
The breadth of our portfolio also enables us to provide an extensive range of technologies and integrated solutions to help advance our
customers’ energy and sustainability goals. Our installed base generates approximately 25% of the world’s electricity. We build, modernize,
and service power systems to help our customers electrify their operations and economies, meet power demand growth, improve system
reliability and resiliency, and navigate the energy transition through limiting and reducing emissions. The portfolio of equipment and
services that we deliver is diversified across technology types and is adaptable based on electric power market conditions and demand.
We report three business segments that are aligned with the nature of equipment and services they provide, specifically Power, Wind, and
Electrification. Within our segments, Power includes gas, nuclear, hydro, and steam technologies, providing a critical foundation of
dispatchable, flexible, stable, and reliable power. Our Wind segment includes our wind generation technologies, inclusive of onshore and
offshore wind turbines and blades. Electrification includes grid solutions, power conversion and storage, and electrification software
technologies required for the transmission, distribution, conversion, storage, and orchestration of electricity from point of generation to point
of consumption.
Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our telephone number is (617)
674-7555. Our website address is www.gevernova.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), are available, without charge, on our website, as soon as reasonably practicable after they are
electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website is not part of, and
is not incorporated into, this Quarterly Report on Form 10-Q or any other filings we make with the SEC. Our website at
www.gevernova.com/investors contains a significant amount of information about GE Vernova, including financial and other information for
investors. We encourage investors to visit this website from time to time, as information is updated, and new information is posted.
2025 1Q FORM 10-Q 5
PART I
Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
| CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED) | Three months ended March 31 | |
| (In millions, except per share amounts) | 2025 | 2024 |
| Sales of equipment | $4,197 | $3,617 |
| Sales of services | 3,835 | 3,642 |
| Total revenues | 8,032 | 7,260 |
| Cost of equipment | 3,915 | 3,693 |
| Cost of services | 2,647 | 2,417 |
| Gross profit | 1,470 | 1,150 |
| Selling, general, and administrative expenses | 1,188 | 1,202 |
| Research and development expenses | 239 | 237 |
| Operating income (loss) | 43 | (289) |
| Interest and other financial income (charges) – net | 56 | (14) |
| Non-operating benefit income | 115 | 134 |
| Other income (expense) – net (Note 17) | 119 | 73 |
| Income (loss) before income taxes | 332 | (96) |
| Provision (benefit) for income taxes (Note 14) | 68 | 10 |
| Net income (loss) | 264 | (106) |
| Net loss (income) attributable to noncontrolling interests | (11) | (24) |
| Net income (loss) attributable to GE Vernova | $254 | $(130) |
| Earnings (loss) per share attributable to GE Vernova (Note 16): | ||
| Basic | $0.92 | $(0.47) |
| Diluted | $0.91 | $(0.47) |
| Weighted-average number of common shares outstanding: | ||
| Basic | 275 | 274 |
| Diluted | 279 | 274 |
2025 1Q FORM 10-Q 6
| CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED) | ||
| (In millions, except share and per share amounts) | March 31, 2025 | December 31, 2024 |
| Cash, cash equivalents, and restricted cash | $8,107 | $8,205 |
| Current receivables – net (Note 3) | 7,136 | 8,177 |
| Inventories, including deferred inventory costs (Note 4) | 9,156 | 8,587 |
| Current contract assets (Note 8) | 9,040 | 8,621 |
| All other current assets (Note 9) | 497 | 564 |
| Current assets | 33,936 | 34,153 |
| Property, plant, and equipment – net (Note 5) | 5,225 | 5,150 |
| Goodwill (Note 7) | 4,368 | 4,263 |
| Intangible assets – net (Note 7) | 773 | 813 |
| Contract and other deferred assets (Note 8) | 505 | 555 |
| Equity method investments (Note 10) | 2,137 | 2,149 |
| Deferred income taxes (Note 14) | 1,639 | 1,639 |
| All other assets (Note 9) | 2,976 | 2,763 |
| Total assets | $51,559 | $51,485 |
| Accounts payable and equipment project payables (Note 11) | $8,421 | $8,602 |
| Contract liabilities and deferred income (Note 8) | 18,708 | 17,587 |
| All other current liabilities (Note 13) | 5,547 | 5,496 |
| Current liabilities | 32,677 | 31,685 |
| Deferred income taxes (Note 14) | 782 | 827 |
| Non-current compensation and benefits | 3,251 | 3,264 |
| All other liabilities (Note 13) | 5,177 | 5,116 |
| Total liabilities | 41,887 | 40,892 |
| Commitments and contingencies (Note 20) | ||
| Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 272,934,744 and 275,880,314 shares outstanding as of March 31, 2025 and December 31, 2024, respectively | 3 | 3 |
| Additional paid-in capital | 9,654 | 9,733 |
| Retained earnings | 1,865 | 1,611 |
| Treasury common stock, 4,206,246 and 226,290 shares at cost as of March 31, 2025 and December 31, 2024, respectively | (1,256) | (43) |
| Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 15) | (1,660) | (1,759) |
| Total equity attributable to GE Vernova | 8,607 | 9,546 |
| Noncontrolling interests | 1,065 | 1,047 |
| Total equity | 9,672 | 10,593 |
| Total liabilities and equity | $51,559 | $51,485 |
2025 1Q FORM 10-Q 7
| CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED) | Three months ended March 31 | |
| (In millions) | 2025 | 2024 |
| Net income (loss) | $264 | $(106) |
| Adjustments to reconcile net income (loss) to cash from (used for) operating activities | ||
| Depreciation and amortization of property, plant, and equipment (Note 5) | 149 | 188 |
| Amortization of intangible assets (Note 7) | 56 | 63 |
| (Gains) losses on purchases and sales of business interests | (21) | 3 |
| Principal pension plans – net (Note 12) | (89) | (95) |
| Other postretirement benefit plans – net (Note 12) | (44) | (47) |
| Provision (benefit) for income taxes (Note 14) | 68 | 10 |
| Cash recovered (paid) during the year for income taxes | (145) | (58) |
| Changes in operating working capital: | ||
| Decrease (increase) in current receivables | 918 | 303 |
| Decrease (increase) in inventories, including deferred inventory costs | (432) | (717) |
| Decrease (increase) in current contract assets | (345) | (270) |
| Increase (decrease) in accounts payable and equipment project payables | (269) | (671) |
| Increase (decrease) in contract liabilities and current deferred income | 1,124 | 885 |
| All other operating activities | (74) | 68 |
| Cash from (used for) operating activities | 1,161 | (444) |
| Additions to property, plant, and equipment and internal-use software | (186) | (217) |
| Dispositions of property, plant, and equipment | 34 | 4 |
| Purchases of and contributions to equity method investments | (6) | (91) |
| Sales of and distributions from equity method investments | 90 | 29 |
| All other investing activities | (25) | (9) |
| Cash from (used for) investing activities | (93) | (285) |
| Net increase (decrease) in borrowings of maturities of 90 days or less | — | (23) |
| Transfers from (to) Parent | — | 2,023 |
| Dividends paid to stockholders | (69) | — |
| Purchases of common stock for treasury | (1,101) | — |
| All other financing activities | (86) | (66) |
| Cash from (used for) financing activities | (1,257) | 1,934 |
| Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | 90 | (32) |
| Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within businesses held for sale | (98) | 1,173 |
| Less: Net increase (decrease) in cash classified within businesses held for sale | — | (531) |
| Increase (decrease) in cash, cash equivalents, and restricted cash | (98) | 1,704 |
| Cash, cash equivalents, and restricted cash at beginning of year | 8,205 | 1,551 |
| Cash, cash equivalents, and restricted cash as of March 31 | $8,107 | $3,255 |
2025 1Q FORM 10-Q 8
| CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | ||
| Three months ended March 31 | ||
| (In millions) | 2025 | 2024 |
| Net income (loss) attributable to GE Vernova | $254 | $(130) |
| Net loss (income) attributable to noncontrolling interests | (11) | (24) |
| Net income (loss) | $264 | $(106) |
| Other comprehensive income (loss): | ||
| Currency translation adjustments – net of taxes | 154 | 11 |
| Benefit plans – net of taxes | (73) | (68) |
| Cash flow hedges – net of taxes | 21 | 8 |
| Other comprehensive income (loss) | $102 | $(49) |
| Comprehensive income (loss) | $367 | $(155) |
| Comprehensive loss (income) attributable to noncontrolling interests | (14) | (26) |
| Comprehensive income (loss) attributable to GE Vernova | $353 | $(181) |
2025 1Q FORM 10-Q 9
| CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) | |||||||||
| Common stock | |||||||||
| (In millions) | Common shares outstanding | Par value | Additional paid-in capital | Retained earnings | Treasury common stock | Net parent investment | Accumulated other comprehensive income (loss) – net | Equity attributable to **noncontrolling |
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS**.** The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with our consolidated and combined financial statements, which are prepared in conformity with U.S. generally accepted accounting
principles (GAAP), and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and
analysis provides information that management believes to be relevant to understanding the financial condition and results of operations of
the Company for the three months ended March 31, 2025 and 2024. The below discussion should be read alongside Item 7.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined
financial statements and corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Unless
otherwise noted, tables are presented in U.S. dollars in millions, except for per-share amounts which are presented in U.S. dollars. Certain
columns and rows within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from
the underlying numbers in millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding
period in the prior year.
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial
data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP
financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most
directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."
Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates
as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to our audited consolidated and
combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Tariffs. During April 2025, the United States and other countries imposed global tariffs. These tariffs and any future tariffs will result in
additional costs to us. The current total estimated cost impact from the global tariffs as outlined is approximately $300 million to $400 million
in 2025, after taking into consideration contractual protections and mitigating actions. The actual impact of the tariffs may be significantly
different than our current estimate. Our estimate is subject to several factors including the amount, duration, scope and nature of the tariffs,
countermeasures that countries take, mitigating or other actions we take, and contractual implications.
Power Conversion & Storage. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our
Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented
within this report conforms to the new business unit structure within the Electrification segment.
TRENDS AND FACTORS IMPACTING OUR PERFORMANCE**.** We believe our performance and future success depends on a number of
factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.
Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like
decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions.
These trends, along with the growing focus on the digitization and sustainability of the electricity infrastructure, drive growth across each of
our business segments. We believe that our industry-defining technologies and commitment to innovation position us well to capitalize on
these long-term trends:
- Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet
forecasted energy demand growth arising from population and global economic growth.
- Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and
efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.
- Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon
energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient and affordable
system.
*•*Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have
increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of
energy sources.
- Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the
need to update aging infrastructure with new grid integration and automation solutions.
- Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and
subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory
changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.
- Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and
deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic
initiatives.
RESULTS OF OPERATIONS
Summary of Results. RPO was $123.4 billion and $116.3 billion as of March 31, 2025 and 2024, respectively. For the three months ended
March 31, 2025, total revenues were $8.0 billion, an increase of $0.8 billion for the quarter. Net income (loss) was $0.3 billion, an increase
of $0.4 billion in net income for the quarter, and net income (loss) margin was 3.3%. Diluted earnings (loss) per share was $0.91 for the
three months ended March 31, 2025, an increase in diluted earnings per share of $1.38 for the quarter. Cash flows from (used for)
operating activities were $1.2 billion and $(0.4) billion for the three months ended March 31, 2025 and 2024, respectively.
For the three months ended March 31, 2025, Adjusted EBITDA* was $0.5 billion, an increase of $0.3 billion. Free cash flow* was $1.0
billion and $(0.7) billion for the three months ended March 31, 2025 and 2024, respectively.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 22
RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase
order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the
estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period,
excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for
time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and
other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a
substantive penalty. See Note 8 in the Notes to the consolidated and combined financial statements for further information.
| RPO | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| Equipment | $45,478 | $43,047 | $42,210 |
| Services | 77,959 | 75,976 | 74,083 |
| Total RPO | $123,438 | $119,023 | $116,293 |
As of March 31, 2025, RPO increased $4.4 billion (4%) from December 31, 2024, primarily at Power, due to increases at Gas Power due
to Heavy-Duty Gas Turbine equipment and contractual services, and increases at Steam Power services and Hydro Power equipment; at
Electrification, primarily due to demand for switchgear and transformers at Grid Solutions; partially offset at Wind, due to a decrease in
orders at Onshore Wind, and at Offshore Wind as we continue to execute on our contracts. RPO increased $7.1 billion (6%) from March
31, 2024, primarily at Electrification, due to demand for high-voltage direct current solutions and switchgear at Grid Solutions; at Power,
primarily due to Gas Power, driven by increases in services and equipment, and increases in Hydro Power equipment, partially offset by a
reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to Electricité de France S.A. (EDF)
which was completed in the second quarter of 2024; partially offset at Wind, due to decreases at Offshore Wind as we continue to execute
on our contracts, and the finalization of the settlement of a previously canceled project in the third quarter of 2024, and decreases at
Onshore Wind.
| Three months ended March 31 | ||
| REVENUES | 2025 | 2024 |
| Equipment revenues | $4,197 | $3,617 |
| Services revenues | 3,835 | 3,642 |
| Total revenues | $8,032 | $7,260 |
For the three months en****ded March 31, 2025, total revenues increased $0.8 billion (11%). Equipment revenues increased at Power, due
to increases in Gas Power from Heavy-Duty Gas Turbine deliveries; increased at Wind, primarily at Onshore Wind due to improved pricing
and delivery of more units partially offset at Offshore Wind due to a slower pace of production; and increased at Electrification, primarily at
Grid Solutions due to growth in switchgear and transformer equipment volume. Services revenues increased at Power, driven by Gas
Power and Steam Power favorable volume and price; and increased at Electrification, primarily due to growth at Grid Solutions.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $1.1 billion (15%), organic services revenues* increased $0.3 billion (8%), and organic equipment revenues* increased $0.8
billion (22%). Organic revenues* increased at Power, Electrification, and Wind.
| Three months ended March 31 | ||
| EARNINGS (LOSS) | 2025 | 2024 |
| Operating income (loss) | $43 | $(289) |
| Net income (loss) | 264 | (106) |
| Net income (loss) attributable to GE Vernova | 254 | (130) |
| Adjusted EBITDA* | 457 | 189 |
| Diluted earnings (loss) per share(a) | $0.91 | $(0.47) |
(a)The computation of earnings (loss) per share for all periods through April 1, 2024 was calculated using 274 million common shares that
were issued upon Spin-Off and excludes Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, the
Company participated in various GE stock-based compensation plans, and there were no dilutive equity instruments as there were no
equity awards of GE Vernova outstanding prior to Spin-Off.
For the three months ended March 31, 2025**,** operating income (loss) was under $0.1 billion, a $0.3 billion increase, primarily due to: an
increase in segment results at Power of $0.2 billion, primarily at Gas Power and Steam Power due to higher volume, favorable price, and
increased productivity partially offset by the impact of inflation and additional expenses to support investments at Gas Power and Nuclear
Power; at Electrification of $0.1 billion, primarily due to volume, productivity, and favorable price at Grid Solutions; and at Wind of less than
$0.1 billion, primarily at Onshore Wind due to improved equipment pricing, market selectivity, and increases in units delivered at Onshore
Wind, partially offset by decreases in Onshore Wind services from increased costs to improve fleet performance and decreases at Offshore
Wind due to a termination of a supply agreement; partially offset by higher corporate costs required to operate as a stand-alone public
company.
Net income (loss) and Net income (loss) margin were $0.3 billion and 3.3%, respectively, for the three months ended March 31, 2025, an
increase of $0.4 billion and 4.8%, respectively, for the quarter, primarily due to an increase in operating income (loss) of $0.3 billion and an
increase in Interest and other financial income (charges) - net of $0.1 billion.
Adjusted EBITDA* and Adjusted EBITDA margin* were $0.5 billion and 5.7%, respectively, for the three months ended March 31, 2025, an
increase of $0.3 billion and 3.1%, respectively, primarily driven by increases in segment results at Power, Electrification, and Wind.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 23
SEGMENT OPERATIONS**.** Segment revenues include sales of equipment and services by our segments. Segment EBITDA is
determined based on performance measures used by our Chief Operating Decision Maker, who is our Chief Executive Officer (CEO), to
assess the performance of each business in a given period. In connection with that assessment, the CEO may exclude certain non-cash
charges, such as depreciation and amortization, impairments and other matters, major restructuring programs, and certain gains and
losses from purchases and sales of business interests. Certain corporate costs, including those related to shared services, employee
benefits and information technology (IT), are allocated to our segments based on usage or their relative net cost of operations.
| Three months ended March 31 | ||
| SUMMARY OF REPORTABLE SEGMENTS | 2025 | 2024 |
| Power | $4,423 | $4,035 |
| Wind | 1,850 | 1,639 |
| Electrification | 1,879 | 1,651 |
| Eliminations and other | (119) | (65) |
| Total revenues | $8,032 | $7,260 |
| Segment EBITDA | ||
| Power | $508 | $345 |
| Wind | (146) | (173) |
| Electrification | 214 | 66 |
| Corporate and other(a) | (119) | (49) |
| Adjusted EBITDA(b)* | $457 | $189 |
(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone
public company.
(b) See "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and
other financial income (charges) and the benefit for income taxes of Financial Services as this business is managed on an after-tax
basis due to the nature of its investments.
POWER
| Three months ended March 31 | ||
| Orders in units | 2025 | 2024 |
| Gas Turbines | 38 | 34 |
| Heavy-Duty Gas Turbines | 29 | 16 |
| HA-Turbines | 8 | 8 |
| Aeroderivatives | 9 | 18 |
| Gas Turbine Gigawatts | 7.1 | 4.9 |
| Three months ended March 31 | ||
| Sales in units | 2025 | 2024 |
| Gas Turbines | 19 | 17 |
| Heavy-Duty Gas Turbines | 12 | 10 |
| HA-Turbines | 5 | 1 |
| Aeroderivatives | 7 | 7 |
| Gas Turbine Gigawatts | 3.0 | 2.3 |
| RPO | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| Equipment | $13,920 | $12,461 | $14,394 |
| Services | 62,372 | 60,890 | 58,389 |
| Total RPO | $76,292 | $73,351 | $72,783 |
RPO as of March 31, 2025 increased $2.9 billion (4%) from December 31, 2024, primarily at Gas Power due to Heavy-Duty Gas Turbine
equipment and contractual services, and increases at Steam Power services and Hydro Power equipment. RPO increased $3.5 billion (5%)
from March 31, 2024, primarily at Gas Power due to increases in services and equipment, and increases in Hydro Power equipment,
partially offset by a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF which
was completed in the second quarter of 2024.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 24
| Three months ended March 31 | ||||
| SEGMENT REVENUES AND EBITDA | 2025 | 2024 | ||
| Gas Power | $3,579 | $3,041 | ||
| Nuclear Power | 200 | 229 | ||
| Hydro Power | 157 | 181 | ||
| Steam Power | 487 | 584 | ||
| Total segment revenues | $4,423 | $4,035 | ||
| Equipment | $1,491 | $1,201 | ||
| Services | 2,931 | 2,833 | ||
| Total segment revenues | $4,423 | $4,035 | ||
| Segment EBITDA | $508 | $345 | ||
| Segment EBITDA margin | 11.5 | % | 8.6 | % |
For the three months ended March 31, 2025**, segment revenues were** up $0.4 billion (10%) and segment EBITDA was up $0.2
billion (47%).
Segment revenues increased $0.6 billion (16%) organically*, primarily at Gas Power due to increases in Heavy-Duty Gas Turbine
equipment deliveries and increases in Gas Power and Steam Power services from favorable volume and price.
Segment EBITDA increased $0.1 billion (23%) organically*, primarily at Gas Power and Steam Power due to higher volume, favorable
price, and increased productivity partially offset by the impact of inflation and additional expenses to support investments at Gas Power and
Nuclear Power.
WIND
| Three months ended March 31 | ||
| Onshore and Offshore Wind orders in units | 2025 | 2024 |
| Wind Turbines | 23 | 190 |
| Repower Units | — | 41 |
| Wind Turbine and Repower Units Gigawatts | 0.1 | 0.7 |
| Three months ended March 31 | ||
| Onshore and Offshore Wind sales in units | 2025 | 2024 |
| Wind Turbines | 276 | 252 |
| Repower Units | 130 | — |
| Wind Turbine and Repower Units Gigawatts | 1.3 | 1.1 |
| RPO | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| Equipment | $9,676 | $10,720 | $13,119 |
| Services | 12,484 | 11,962 | 13,045 |
| Total RPO | $22,160 | $22,682 | $26,164 |
RPO as of March 31, 2025 decreased $0.5 billion (2%) from December 31, 2024, primarily due to a decrease in orders at Onshore Wind as
U.S. customers dealt with permitting delays and policy uncertainty and decreases at Offshore Wind as we continue to execute on our
contracts. RPO decreased $4.0 billion (15%) from March 31, 2024, primarily due to decreases at Offshore Wind as we continue to execute
on our contracts and the finalization of the settlement of a previously canceled project in the third quarter of 2024, and decreases at
Onshore Wind.
| Three months ended March 31 | ||||
| SEGMENT REVENUES AND EBITDA | 2025 | 2024 | ||
| Onshore Wind | $1,583 | $1,059 | ||
| Offshore Wind | 204 | 441 | ||
| LM Wind Power | 63 | 139 | ||
| Total segment revenues | $1,850 | $1,639 | ||
| Equipment | $1,412 | $1,232 | ||
| Services | 438 | 407 | ||
| Total segment revenues | $1,850 | $1,639 | ||
| Segment EBITDA | $(146) | $(173) | ||
| Segment EBITDA margin | (7.9) | % | (10.6) | % |
For the three months e****nded March 31, 2025**, segment revenues were** up $0.2 billion (13%) and segment EBITDA increased slightly
(16%).
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 25
Segment revenues increased $0.2 billion (15%) organically*, primarily at Onshore Wind due to improved equipment pricing and delivery of
more units partially offset by decreases at Offshore Wind due to a slower pace of production and decreases in volume at LM Wind Power.
Segment EBITDA increased slightly (7%) organically*, primarily at Onshore Wind due to improved equipment pricing, market selectivity,
and increases in units delivered partially offset by decreases in Onshore Wind services from increased costs to improve fleet performance
and decreases at Offshore Wind due to a termination of a supply agreement.
ELECTRIFICATION
| RPO | March 31, 2025 | December 31, 2024 | March 31, 2024 |
| Equipment | $21,996 | $20,005 | $14,849 |
| Services | 3,466 | 3,448 | 3,221 |
| Total RPO | $25,462 | $23,453 | $18,069 |
RPO as of March 31, 2025 increased $2.0 billion (9%) from December 31, 2024, primarily due to demand for switchgear and transformers
at Grid Solutions. RPO increased $7.4 billion (41%) from March 31, 2024, primarily due to demand for high-voltage direct current solutions
and switchgear at Grid Solutions.
| Three months ended March 31 | ||||
| SEGMENT REVENUES AND EBITDA | 2025 | 2024 | ||
| Grid Solutions | $1,275 | $1,109 | ||
| Power Conversion & Storage | 381 | 336 | ||
| Electrification Software | 224 | 206 | ||
| Total segment revenues | $1,879 | $1,651 | ||
| Equipment | $1,391 | $1,230 | ||
| Services | 487 | 421 | ||
| Total segment revenues | $1,879 | $1,651 | ||
| Segment EBITDA | $214 | $66 | ||
| Segment EBITDA margin | 11.4 | % | 4.0 | % |
For the three months e****nded March 31, 2025**, segment revenues were** up $0.2 billion (14%) and segment EBITDA was up $0.1
billion**.**
Segment revenues increased $0.3 billion (18%) organically*, primarily at Grid Solutions due to growth in switchgear and transformer
equipment volume.
Segment EBITDA increased $0.1 billion organically*, primarily due to volume, productivity, and favorable price at Grid Solutions.
OTHER INFORMATION
Gross Profit and Gross Margin. Gross profit was $1.5 billion and $1.2 billion for the three months ended March 31, 2025 and 2024,
respectively. Gross margin was 18.3% and 15.8% for the three months ended March 31, 2025 and 2024, respectively. The increase in
gross profit for the quarter was due to an increase at Power primarily at Gas Power and Steam Power from higher volume, favorable price,
and increased productivity partially offset by the impact of inflation; an increase at Electrification due to higher volume, productivity, and
favorable price primarily at Grid Solutions; partially offset by a decrease at Wind due to Offshore Wind termination of a supply agreement
and Onshore Wind services from increased costs to improve fleet performance partially offset by improvement in equipment pricing, market
selectivity and increases in units delivered at Onshore Wind.
Selling, General, and Administrative. Selling, general, and administrative costs were $1.2 billion and $1.2 billion and comprised 14.8%
and 16.6% of revenues for the three months ended March 31, 2025 and 2024, respectively. The decrease in costs for the quarter was
attributable to cost reduction initiatives and the sale of a portion of Steam Power nuclear activities to EDF, partially offset by labor inflation
and higher corporate costs.
Restructuring Charges and Separation Costs. We continuously evaluate our cost structure and are implementing several restructuring
and process transformation actions considered necessary to simplify our organizational structure. In addition, in connection with the Spin-
Off, we incurred and will continue to incur certain one-time separation costs. See Note 21 in the Notes to the consolidated and combined
financial statements for further information.
Interest and Other Financial Income (Charges) – Net**.** Interest and other financial income (charges) – net was $0.1 billion in income and
less than $0.1 billion in charges for the three months ended March 31, 2025 and 2024, respectively. The income in 2025 was primarily
driven by a higher average balance of invested funds during the three months ended March 31, 2025. The primary components of net
interest and other financial income (charges) are fees on cash management activities, interest on borrowings, and interest earned on cash
balances and short-term investments.
Income Taxes. We recorded income tax expense on pre-tax income with an effective tax rate of 20.5% for the three months ended March
31, 2025. The effective tax rate was lower than the U.S. statutory rate of 21% primarily due to an income tax benefit from stock-based
compensation, mostly offset by losses providing no tax benefit in certain jurisdictions.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 26
We recorded an income tax expense on a pre-tax loss in the three months ended March 31, 2024 due to taxes in profitable jurisdictions
and losses providing no tax benefit in other jurisdictions.
We regularly assess the realizability of our deferred tax assets based on all available evidence both positive and negative. Based on our
assessment of the realizability of our deferred tax assets as of March 31, 2025, we continue to maintain valuation allowances against
our deferred tax assets in the U.S. and certain foreign jurisdictions, primarily due to cumulative losses in those jurisdictions. Given the
current year profit and anticipated future profitability in the U.S., it is reasonably possible that the continued improvement in our U.S.
operations could result in the positive evidence necessary to warrant the release of a significant portion of our U.S. valuation allowance as
early as the second half of 2025. A release of the valuation allowance would result in the recognition of certain U.S. deferred tax assets and
a corresponding benefit in our provision for income taxes in the period the release occurs. See Note 14 in the Notes to the consolidated
and combined financial statements for further information.
CAPITAL RESOURCES AND LIQUIDITY**.** Historically, we participated in cash pooling and other financing arrangements with GE to
manage liquidity and fund our operations. As a result of completing the Spin-Off, we no longer participate in these arrangements and our
Cash, cash equivalents, and restricted cash are held and used solely for our own operations. Our capital structure, long-term commitments,
and sources of liquidity have changed significantly from our historical practices. As of March 31, 2025, our Cash, cash equivalents, and
restricted cash was $8.1 billion, $0.3 billion of which was restricted use cash. In addition, we have access to a $3.0 billion committed
revolving credit facility (Revolving Credit Facility). See “—Capital Resources and Liquidity—Debt” for further information. We believe our
unrestricted cash, cash equivalents, future cash flows generated from operations, and committed credit facility will be responsive to the
needs of our current and planned operations for at least the next 12 months.
On April 8, 2025, the Board of Directors declared a $0.25 per share quarterly dividend on our outstanding common stock, payable on May
16, 2025, to stockholders of record as of April 18, 2024. On December 10, 2024, the Board of Directors authorized up to $6 billion of
common stock repurchases. In connection with this authorization, we repurchased 4 million shares for $1.2 billion during the three months
ended March 31, 2025. Although we intend to fund priorities that profitably grow the company and return capital to stockholders through
dividends and share repurchases as part of our capital allocation strategy, we are not obligated to pay cash dividends or to repurchase a
specified or any number or dollar value of shares under our share repurchase program. The declaration of any future dividends is at the
discretion of our Board of Directors and will be based on our earnings, financial condition, cash requirements, prospects, and other factors.
The amount and timing of any future share repurchases under our share repurchase program will be based on the trading price and volume
of our shares of common stock and other market factors as well as our earnings, financial condition, cash requirements, prospects,
alternative uses for our cash, and other factors.
Consolidated and Combined Statement of Cash Flows. The most significant source of cash flows from operations is customer-related
activities, the largest of which is collecting cash resulting from equipment or services sales. The most significant operating uses of cash are
to pay our suppliers, employees, tax authorities, and postretirement plans. We measure ourselves on a free cash flow* basis. We believe
that free cash flow* provides management and investors with an important measure of our ability to generate cash on a normalized basis.
Free cash flow* also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations; however, free cash flow*
does not delineate funds available for discretionary uses as it does not deduct the payments required for certain investing and financing
activities.
We typically invest in property, plant, and equipment (PP&E) over multiple periods to support new product introductions and increases in
manufacturing capacity and to perform ongoing maintenance of our manufacturing operations. We believe that while PP&E expenditures
will fluctuate period to period, we will need to maintain a material level of net PP&E spend to maintain ongoing operations and growth of the
business.
| Three months ended March 31 | ||
| FREE CASH FLOW (NON-GAAP) | 2025 | 2024 |
| Cash from (used for) operating activities (GAAP) | $1,161 | $(444) |
| Add: Gross additions to property, plant, and equipment and internal-use software | (186) | (217) |
| Free cash flow (Non-GAAP) | $975 | $(661) |
Cash from (used for) operating activities was $1.2 billion and $(0.4) billion for the three months ended March 31, 2025 and 2024,
respectively.
Cash from (used for) operating activities increased by $1.6 billion in 2025 compared to 2024, primarily driven by: an increase in current
receivables of $0.6 billion, primarily due to higher collections, including a decrease in past dues, partially offset by higher billings; an
increase in accounts payable and equipment project payables of $0.4 billion, primarily due to the nonrecurrence of settlements of payables
with GE prior to the Spin-Off in the first quarter of 2024; higher net income (after adjusting for depreciation of PP&E, and amortization of
intangible assets) of $0.3 billion; an increase in inventories of $0.3 billion, due to higher liquidations in Power and lower purchases of
materials in Wind; and an increase in contract liabilities and current deferred income of $0.2 billion, primarily due to higher down payments
on orders and slot reservation agreements at Power, partially offset by lower collections on projects at Onshore Wind.
Cash from operating activities of $1.2 billion for the three months ended March 31, 2025 included a $1.0 billion inflow from changes in
working capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of
$1.1 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at
Electrification, partially offset by revenue recognition at Wind; and current receivables of $0.9 billion, driven by collections outpacing billings
in Wind and Power and a decrease in past dues; partially offset by inventories of $(0.4) billion, primarily due to volume in Power and
Electrification to support fulfillment and deliveries expected in 2025; current contract assets of $(0.3) billion, driven by revenue recognition
exceeding billings, primarily in Power and Wind; and accounts payable and equipment project payables of $(0.3) billion, due to
disbursements outpacing purchases of materials, partially offset by a decrease in prepayments.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 27
Cash used for operating activities of $0.4 billion for the three months ended March 31, 2024 included a $0.5 billion outflow from changes in
working capital. The cash outflow from changes in working capital was primarily driven by: inventories of $(0.7) billion, primarily in Gas
Power at Power and Onshore Wind at Wind, to support fulfillment and deliveries expected in the second half of 2024; accounts payable and
equipment project payables of $(0.7) billion due to higher disbursements than volume across all businesses, and settlements of payables
with GE in preparation for the Spin-Off; and current contract assets of $(0.3) billion driven by revenue recognition exceeding billings,
primarily in our Offshore Wind business at Wind; partially offset by contract liabilities and current deferred income of $0.9 billion as a result
of down payments and collections on several large projects in Onshore Wind at Wind, Gas Power at Power and Grid Solutions at
Electrification; and current receivables of $0.3 billion, driven by benefits arising from the IRA related to advanced manufacturing credits of
$0.2 billion, and collections outpacing billings, primarily in Power.
Cash from (used for) investing activities was $(0.1) billion and $(0.3) billion for the three months ended March 31, 2025 and 2024,
respectively.
Cash used for investing activities decreased by $0.2 billion in 2025 compared to 2024 primarily driven by: lower purchases of and
contributions to equity method investments of $0.1 billion, primarily in our Financial Services business; and higher sales of and distributions
from equity method investments of $0.1 billion, driven by the sale of an approximately 2% equity interest in China XD Electric Co., Ltd. in
the first quarter of 2025. Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was $0.2
billion for both the three months ended March 31, 2025 and 2024.
Cash from (used for) financing activities was $(1.3) billion and $1.9 billion for the three months ended March 31, 2025 and 2024,
respectively. Cash used for financing activities increased by $3.2 billion in 2025 compared to 2024 primarily driven by: the nonrecurrence of
transfers from parent of $2.0 billion; and cash settlements for share repurchases of $1.1 billion in the first quarter of 2025.
Material Cash Requirements. In the normal course of business, we enter into contracts and commitments that oblige us to make
payments in the future. See Notes 6 and 20 in the Notes to the consolidated and combined financial statements for further information
regarding our obligations under lease and guarantee arrangements as well as our investment commitments. See Note 12 in the Notes to
the consolidated and combined financial statements for further information regarding material cash requirements related to our pension
obligations.
Debt. We had less than $0.1 billion and $0.1 billion of total debt, excluding finance leases, as of March 31, 2025 and December 31, 2024,
respectively. We have a $3.0 billion Revolving Credit Facility to fund near-term intra-quarter working capital needs as they arise. In addition,
we have a $3.0 billion committed trade finance facility (Trade Finance Facility, and together with the Revolving Credit Facility, the Credit
Facilities). The Trade Finance Facility has not been and is not expected to be utilized, and does not contribute to direct liquidity. We believe
that our financing arrangements, future cash from operations, and access to capital markets will provide adequate resources to fund our
future cash flow needs. For more information about the Credit Facilities, refer to our Current Report on Form 8-K, filed with the SEC on April
2, 2024, and see Note 20 in the Notes to the consolidated and combined financial statements.
Credit Ratings and Conditions. We have access to the Revolving Credit Facility to fund operations, and we may rely on debt capital
markets in the future to further support our liquidity needs. The cost and availability of any debt financing is influenced by our credit ratings
and market conditions. Standard and Poor's Global Ratings (S&P) and Fitch Ratings (Fitch) have issued credit ratings for the Company. On
March 12, 2025, Fitch affirmed GE Vernova Inc.'s long-term credit rating and revised its outlook to Positive from Stable. On April 9, 2025,
S&P issued an annual tear sheet with no change to GE Vernova Inc.'s long-term credit rating or outlook. Our credit ratings as of the date of
this filing are set forth in the following table.
| S&P | Fitch | |
| Outlook | Stable | Positive |
| Long-term | BBB- | BBB |
We are disclosing our credit ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds
and access to credit. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each
rating should be evaluated independently of any other rating. See Item 1A. "Risk Factors—Risks Relating to Our Business and Our Industry
—Risks Relating to Operations and Supply Chain" and Item 1A. "Risk Factors—Risks Relating to Financial, Accounting, and Tax Matters" in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for a description of some of the potential consequences of a
reduction in our credit ratings.
If we are unable to maintain investment grade ratings, we could face significant challenges in being awarded new contracts, substantially
increasing financing and hedging costs, and refinancing risks as well as substantially decreasing the availability of credit. As of March 31,
2025, we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.
Parent Company Credit Support. Prior to the Spin-Off, to support GE Vernova businesses in selling products and services globally, GE
often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the
performance of its subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for non-
customer related activities of GE Vernova (collectively, the GE credit support). In connection with the Spin-Off, we are working to seek
novation or assignment of GE credit support, the majority of which relates to parent company guarantees, associated with GE Vernova
legal entities from GE to GE Vernova. For GE credit support that remained outstanding at the Spin-Off, GE Vernova is obligated to use
reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations and liabilities under, all such credit support.
Beginning in April 2025, GE Vernova will pay a quarterly fee to GE based on amounts related to the GE credit support. GE Vernova is
subject to other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE
Vernova. In addition, while GE will remain obligated under the contract or instrument, GE Vernova will be obligated to indemnify GE for
credit support related payments that GE is required to make and possible related costs.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 28
As of March 31, 2025, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $15 billion,
an over 59% reduction since the Spin-Off. We expect approximately $9 billion of the RPO related to GE credit support obligations to
contractually mature by December 31, 2029. The underlying obligations are predominantly customer contracts that GE Vernova performs in
the normal course of its business. We have no known instances historically where payments or performance from GE were required under
parent company guarantees relating to GE Vernova customer contracts.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**.** In November 2024, the Financial Accounting Standards Board (FASB) issued
ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosure about specific types of
expenses included in the expense captions presented on the face of the income statement as well as disclosure about selling expenses.
The ASU is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027,
with early adoption permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated
and combined financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The
amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that
meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective
for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that this guidance will have on the disclosures
within our consolidated and combined financial statements. The Company will adopt the new annual disclosures as required for the fiscal
year ended December 31, 2025.
CRITICAL ACCOUNTING ESTIMATES**.** To prepare our consolidated and combined financial statements in accordance with U.S. GAAP,
management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our contingent
liabilities, as of the date of our financial statements and the reported amounts of our revenues and expenses during the reporting periods.
Our actual results may differ from these estimates. We consider estimates to be critical (i) if we are required to make assumptions about
material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is reasonably
likely that the accounting estimate will change from period to period. See Item 7. "Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Critical Accounting Estimates" and Note 2 in the Notes to the audited consolidated and combined
financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for additional discussion of
accounting policies and critical accounting estimates.
NON-GAAP FINANCIAL MEASURES**.** The non-GAAP financial measures presented in this Quarterly Report on Form 10-Q are
supplemental measures of our performance and our liquidity that we believe help investors understand our financial condition and operating
results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding
U.S. GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or
are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures
provide investors greater transparency to the information used by management for its operational decision-making and allow investors to
see our results “through the eyes of management.” We further believe that providing this information assists our investors in understanding
our operating performance and the methodology used by management to evaluate and measure such performance. When read in
conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying
businesses and can be used by management as one basis for financial, operational, and planning decisions. Finally, these measures are
often used by analysts and other interested parties to evaluate companies in our industry.
Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by
other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from
company to company. In order to compensate for these and the other limitations discussed below, management does not consider these
measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers
should review the reconciliations below, and above with respect to free cash flow, and should not rely on any single financial measure to
evaluate our business. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable
U.S. GAAP financial measures follow.
We believe the organic measures presented below provide management and investors with a more complete understanding of underlying
operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency,
which includes translational and transactional impacts, as these activities can obscure underlying trends.
2025 1Q FORM 10-Q 29
| ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP) | |||||||||||
| Revenue(a) | Segment EBITDA | Segment EBITDA margin | |||||||||
| For the three months ended March 31 | 2025 | 2024 | V% | 2025 | 2024 | V% | 2025 | 2024 | V pts | ||
| Power (GAAP) | $4,423 | $4,035 | 10% | $508 | $345 | 47% | 11.5% | 8.6% | 2.9pts | ||
| Less: Acquisitions | — | — | 1 | — | |||||||
| Less: Business dispositions | — | 182 | — | (20) | |||||||
| Less: Foreign currency effect | (27) | 2 | 15 | (36) | |||||||
| Power organic (Non-GAAP) | $4,449 | $3,851 | 16% | $493 | $401 | 23% | 11.1% | 10.4% | 0.7pts | ||
| Wind (GAAP) | $1,850 | $1,639 | 13% | $(146) | $(173) | 16% | (7.9)% | (10.6)% | 2.7pts | ||
| Less: Acquisitions | — | — | — | — | |||||||
| Less: Business dispositions | — | — | — | — | |||||||
| Less: Foreign currency effect | (36) | (7) | 2 | (14) | |||||||
| Wind organic (Non-GAAP) | $1,886 | $1,646 | 15% | $(148) | $(159) | 7% | (7.8)% | (9.7)% | 1.9pts | ||
| Electrification (GAAP) | $1,879 | $1,651 | 14% | $214 | $66 | F | 11.4% | 4.0% | 7.4pts | ||
| Less: Acquisitions | 1 | — | — | — | |||||||
| Less: Business dispositions | — | — | — | — | |||||||
| Less: Foreign currency effect | (66) | 6 | (2) | (7) | |||||||
| Electrification organic (Non-GAAP) | $1,945 | $1,645 | 18% | $217 | $73 | F | 11.2% | 4.4% | 6.8pts |
(a) Includes intersegment sales of $126 million and $78 million for the three months ended March 31, 2025 and 2024, respectively. See
Note 22 in the Notes to the consolidated and combined financial statements for further information.
| Three months ended March 31 | |||
| ORGANIC REVENUES (NON-GAAP) | 2025 | 2024 | V% |
| Total revenues (GAAP) | $8,032 | $7,260 | 11% |
| Less: Acquisitions | 1 | — | |
| Less: Business dispositions | — | 182 | |
| Less: Foreign currency effect | (129) | 1 | |
| Organic revenues (Non-GAAP) | $8,161 | $7,077 | 15% |
| Three months ended March 31 | |||
| EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP) | 2025 | 2024 | V% |
| Total equipment revenues (GAAP) | $4,197 | $3,617 | 16% |
| Less: Acquisitions | — | — | |
| Less: Business dispositions | — | 105 | |
| Less: Foreign currency effect | (99) | 1 | |
| Equipment organic revenues (Non-GAAP) | $4,296 | $3,512 | 22% |
| Total services revenues (GAAP) | $3,835 | $3,642 | 5% |
| Less: Acquisitions | 1 | — | |
| Less: Business dispositions | — | 77 | |
| Less: Foreign currency effect | (31) | — | |
| Services organic revenues (Non-GAAP) | $3,865 | $3,565 | 8% |
We believe that Adjusted EBITDA* and Adjusted EBITDA margin*, which are adjusted to exclude the effects of unique and/or non-cash
items that are not closely associated with ongoing operations, provide management and investors with meaningful measures of our
performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying
profitability factors. We believe Adjusted organic EBITDA* and Adjusted organic EBITDA margin* provide management and investors with,
when considered with Adjusted EBITDA* and Adjusted EBITDA margin*, a more complete understanding of underlying operating results
and trends of established, ongoing operations by further excluding the effect of acquisitions, dispositions, and foreign currency, which
includes translational and transactional impacts, as these activities can obscure underlying trends. We believe these measures provide
additional insight into how our businesses are performing on a normalized basis. However, Adjusted EBITDA*, Adjusted organic EBITDA*,
Adjusted EBITDA margin* and Adjusted organic EBITDA margin* should not be construed as inferring that our future results will be
unaffected by the items for which the measures adjust.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 30
| Three months ended March 31 | |||
| ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP) | 2025 | 2024 | V% |
| Net income (loss) (GAAP) | $264 | $(106) | F |
| Add: Restructuring and other charges | 67 | 148 | |
| Add: (Gains) losses on purchases and sales of business interests | (19) | 5 | |
| Add: Separation costs (benefits)(a) | 45 | — | |
| Add: Non-operating benefit income | (115) | (134) | |
| Add: Depreciation and amortization(b) | 203 | 209 | |
| Add: Interest and other financial (income) charges – net(c)(d) | (55) | 4 | |
| Add: Provision (benefit) for income taxes(d) | 67 | 64 | |
| Adjusted EBITDA (Non-GAAP) | $457 | $189 | F |
| Net income (loss) margin (GAAP) | 3.3% | (1.5)% | 4.8 pts |
| Adjusted EBITDA margin (Non-GAAP) | 5.7% | 2.6% | 3.1 pts |
| (a) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant, and other one-time costs. (b) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences included in Equity method investment income (loss) which is part of Other income (expense) - net. (c) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business operations primarily with customers. (d) Excludes interest expense of zero and $10 million and benefit (provision) for income taxes of $(2) million and $54 million for the three months ended March 31, 2025 and 2024, respectively, related to our Financial Services business which, because of the nature of its investments, is measured on an after-tax basis. |
| ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN (NON-GAAP) | Three months ended March 31 | ||
| 2025 | 2024 | V% | |
| Adjusted EBITDA (Non-GAAP) | $457 | $189 | F |
| Less: Acquisitions | — | — | |
| Less: Business dispositions | — | (20) | |
| Less: Foreign currency effect | 18 | (52) | |
| Adjusted organic EBITDA (Non-GAAP) | $439 | $261 | 68% |
| Adjusted EBITDA margin (Non-GAAP) | 5.7% | 2.6% | 3.1 pts |
| Adjusted organic EBITDA margin (Non-GAAP) | 5.4% | 3.7% | 1.7 pts |
See “—Capital Resources and Liquidity” for discussion of free cash flow*.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk
primarily from fluctuations of foreign currency exchange rates, interest rates, and commodity prices. These exposures are managed and
mitigated with the use of financial instruments, including derivatives contracts. We apply policies to manage these risks, including
prohibitions on speculative activities. The effects of foreign currency fluctuations on earnings were less than $0.1 billion and $(0.1) billion for
the three months ended March 31, 2025 and 2024, respectively. For more information about foreign exchange risk, interest rate risk, and
commodity risk see Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2024.
Item 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures as defined
in Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025, and that the information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized,
and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Changes in Internal Control Over Financial Reporting**.** During the quarter ended March 31, 2025, the Company continued to exit from
various transition service agreements with GE Aerospace primarily related to human resources (including payroll and benefit plan
administration) and associated information technology systems. Consequently, responsibility for execution and related internal controls
transferred to the Company, including certain general information technology controls in connection with information technology
environment changes. Other than those discussed in the preceding sentences, no change in the Company’s internal control over financial
reporting occurred during the three months ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 31
PART II
ITEM 1. LEGAL PROCEEDINGS**.** We are reporting the following matter in compliance with SEC requirements to disclose
administrative proceedings arising under laws that regulate the discharge of materials into the environment where a governmental authority
is a party and that involve potential monetary sanctions of $300,000 or greater. In March 2024, one of our Australian subsidiaries received
notice from the Australian Department of Climate Change, Energy, the Environment and Water (DCCEEW) of its intention to issue
infringement notices imposing administrative fines on the subsidiary for importing equipment containing SF6 gas without an equipment
license, as required by local law related to synthetic greenhouse gas management and seek a court order to impose civil penalties for
delinquent reporting under such law. The applicable local law regulates the import to Australia of synthetic greenhouse gases in equipment,
including certain of our switchgear products, and our subsidiary had neglected to renew the import license required under the law. We
responded to DCCEEW, and following discussions with the agency, paid approximately $0.3 million in fines in connection with the
infringement notices during the three months ended June 30, 2024. Discussions with DCCEEW regarding a court-issued civil penalty order
are pending and we expect additional fines and related costs associated with such order may be more than $300,000. See Note 20 in the
Notes to the consolidated and combined financial statements for additional information relating to legal matters.
Item 1A. RISK FACTORS. We are subject to a number of risks that could materially and adversely affect our business, results of
operations, cash flows, financial condition, and/or future prospects, including those identified in Item 1A. "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended on December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**.** There were no unregistered sales of
equity securities during the three months ended March 31, 2025.
On December 10, 2024, we announced that the Board of Directors had authorized up to $6 billion of common stock repurchases, which
commenced in December 2024 and does not have an expiration date. We repurchased 4 million shares for $1,204 million during the three
months ended March 31, 2025 under this authorization.
The following table summarizes the share repurchase activity for the three months ended March 31, 2025:
| Total number of shares purchased (in thousands) | Average price paid per share | Total number of shares purchased as part of our share repurchase authorization (in thousands) | Approximate dollar value of shares that may yet be purchased under our share repurchase authorization (in millions) | |
| January | 11 | $354.39 | 11 | $5,993 |
| February | 552 | 331.75 | 552 | 5,810 |
| March | 3,418 | 297.62 | 3,418 | 4,793 |
| Total | 3,980 | $302.50 | 3,980 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES**.** None.
ITEM 4. MINE SAFETY DISCLOSURES**.** Not applicable.
Item 5. OTHER INFORMATION.
Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 21, 2025, Jessica Uhl, President,
resigned from GE Vernova Inc. (the "Company"). Ms. Uhl will depart from the Company on April 30, 2025. She will continue to receive her
current compensation and benefits until her departure from the Company. No further payments or benefits are due past her exit from the
Company.
Director and Officer Trading Arrangements. None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange
Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as
defined in Item 408(c) of Regulation S-K) during the three months ended March 31, 2025.
2025 1Q FORM 10-Q 32
Item 6. EXHIBITS.
| 2.1 Separation and Distribution Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+ | |
| 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966). | |
| 3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966). | |
| 10.1 Amended and Restated GE Energy Supplementary Pension Plan (filed herewith).* | |
| 10.2 Separation agreement with Rachel Gonzalez (incorporated by reference to Exhibit 10.30 of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, File No. 001-41966).* | |
| 31.1 Rule 13a-14(a) certification (filed herewith). | |
| 31.2 Rule 13a-14(a) certification (filed herewith). | |
| 32.1 Section 1350 certification (furnished herewith). | |
| 101.1 The following materials from GE Vernova Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated and Combined Statement of Income (Loss) for the three months ended March 31, 2025 and 2024, (ii) Consolidated and Combined Statement of Financial Position at March 31, 2025 and December 31, 2024, (iii) Consolidated and Combined Statement of Cash Flows for the three months ended March 31, 2025 and 2024, (iv) Consolidated and Combined Statement of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, (v) Consolidated and Combined Statement of Changes in Equity for the three months ended March 31, 2025 and 2024, and (vi) Notes to Consolidated and Combined Financial Statements. | |
| 104.1 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1). | |
| † | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request. |
| + | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request. |
| * | Management contract or compensatory plan or arrangement. |
2025 1Q FORM 10-Q 33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
| April 23, 2025 | /s/ Matthew J. Potvin | |
| Date | Matthew J. Potvin Vice President, Controller and Chief Accounting Officer Principal Accounting Officer |