GE Vernova 10-Q 2025-06-30

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 June 30, 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 272,223,940 shares of common stock with a par value of $0.01 per share outstanding at June 30, 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	11
		Note	2	Summary of Significant Accounting Policies	11
		Note	3	Current and Long-Term Receivables	12
		Note	4	Inventories, Including Deferred Inventory Costs	12
		Note	5	Property, Plant, and Equipment	12
		Note	6	Leases	12
		Note	7	Goodwill and Other Intangible Assets	13
		Note	8	Contract and Other Deferred Assets & Contract Liabilities and Deferred Income	13
		Note	9	Current and All Other Assets	14
		Note	10	Equity Method Investments	14
		Note	11	Accounts Payable and Equipment Project Payables	14
		Note	12	Postretirement Benefit Plans	14
		Note	13	Current and All Other Liabilities	15
		Note	14	Income Taxes	15
		Note	15	Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock	16
		Note	16	Earnings Per Share Information	16
		Note	17	Other Income (Expense) – Net	17
		Note	18	Financial Instruments	17
		Note	19	Variable Interest Entities (VIEs)	19
		Note	20	Commitments, Guarantees, Product Warranties, and Other Loss Contingencies	19
		Note	21	Restructuring Charges and Separation Costs	21
		Note	22	Segment Information	22
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations				25
	Item 3. Quantitative and Qualitative Disclosures About Market Risk				36
	Item 4. Controls and Procedures				36
Part II					37
	Item 1. Legal Proceedings				37
	Item 1A. Risk Factors				37
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds				37
	Item 3. Defaults Upon Senior Securities				37
	Item 4. Mine Safety Disclosures				37
	Item 5. Other Information				37
	Item 6. Exhibits				38
Signatures					39

2025 2Q 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 tax incentives; 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 2Q 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 2Q FORM 10-Q 5

PART I

CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED)
	Three months ended June 30			Six months ended June 30
(In millions, except per share amounts)	2025	2024		2025	2024
Sales of equipment	$4,894	$4,194		$9,091	$7,811
Sales of services	4,217	4,010		8,052	7,652
Total revenues	9,111	8,204		17,143	15,463
Cost of equipment	4,265	3,853		8,181	7,545
Cost of services	3,000	2,649		5,647	5,066
Gross profit	1,846	1,702		3,316	2,852
Selling, general, and administrative expenses	1,185	938		2,373	2,140
Research and development expenses	282	237		521	474
Operating income (loss)	378	527		421	238
Interest and other financial income (charges) – net	42	60		97	46
Non-operating benefit income	110	134		225	269
Other income (expense) – net (Note 17)	115	881		234	954
Income (loss) before income taxes	645	1,602		977	1,507
Provision (benefit) for income taxes (Note 14)	153	322		221	333
Net income (loss)	492	1,280		756	1,174
Net loss (income) attributable to noncontrolling interests	22	14		12	(10)
Net income (loss) attributable to GE Vernova	$514	$1,294		$768	$1,164
Earnings (loss) per share attributable to GE Vernova (Note 16):
Basic	$1.89	$4.72		$2.80	$4.25
Diluted	$1.86	$4.65		$2.77	$4.22
Weighted-average number of common shares outstanding:
Basic	272	274		274	274
Diluted	276	278		278	276

2025 2Q FORM 10-Q 6

CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(In millions, except share and per share amounts)	June 30, 2025	December 31, 2024
Cash, cash equivalents, and restricted cash	$7,892	$8,205
Current receivables – net (Note 3)	6,948	8,177
Inventories, including deferred inventory costs (Note 4)	9,825	8,587
Current contract assets (Note 8)	9,489	8,621
All other current assets (Note 9)	555	564
Current assets	34,709	34,153
Property, plant, and equipment – net (Note 5)	5,419	5,150
Goodwill (Note 7)	4,528	4,263
Intangible assets – net (Note 7)	739	813
Contract and other deferred assets (Note 8)	496	555
Equity method investments (Note 10)	2,170	2,149
Deferred income taxes (Note 14)	1,733	1,639
All other assets (Note 9)	3,282	2,763
Total assets	$53,078	$51,485
Accounts payable and equipment project payables (Note 11)	$9,035	$8,602
Contract liabilities and deferred income (Note 8)	19,603	17,587
All other current liabilities (Note 13)	5,123	5,496
Current liabilities	33,761	31,685
Deferred income taxes (Note 14)	818	827
Non-current compensation and benefits	3,243	3,264
All other liabilities (Note 13)	5,309	5,116
Total liabilities	43,131	40,892
Commitments and contingencies (Note 20)
Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 272,223,940 and 275,880,314 shares outstanding as of June 30, 2025 and December 31, 2024, respectively	3	3
Additional paid-in capital	9,714	9,733
Retained earnings	2,241	1,611
Treasury common stock, 5,400,617 and 226,290 shares at cost as of June 30, 2025 and December 31, 2024, respectively	(1,636)	(43)
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 15)	(1,445)	(1,759)
Total equity attributable to GE Vernova	8,877	9,546
Noncontrolling interests	1,070	1,047
Total equity	9,947	10,593
Total liabilities and equity	$53,078	$51,485

2025 2Q FORM 10-Q 7

CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)	Six months ended June 30
(In millions)	2025	2024
Net income (loss)	$756	$1,174
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note 5)	294	379
Amortization of intangible assets (Note 7)	116	126
(Gains) losses on purchases and sales of business interests	(22)	(851)
Principal pension plans – net (Note 12)	(179)	(186)
Other postretirement benefit plans – net (Note 12)	(110)	(121)
Provision (benefit) for income taxes (Note 14)	221	333
Cash recovered (paid) during the year for income taxes	(363)	(173)
Changes in operating working capital:
Decrease (increase) in current receivables	1,031	677
Decrease (increase) in inventories, including deferred inventory costs	(883)	(1,288)
Decrease (increase) in current contract assets	(647)	(408)
Increase (decrease) in accounts payable and equipment project payables	207	(290)
Increase (decrease) in contract liabilities and current deferred income	1,860	1,596
All other operating activities	(754)	(430)
Cash from (used for) operating activities	1,528	535
Additions to property, plant, and equipment and internal-use software	(359)	(374)
Dispositions of property, plant, and equipment	34	13
Purchases of and contributions to equity method investments	(30)	(108)
Sales of and distributions from equity method investments	91	31
Proceeds from principal business dispositions	1	639
All other investing activities	49	51
Cash from (used for) investing activities	(214)	252
Net increase (decrease) in borrowings of maturities of 90 days or less	—	(23)
Transfers from (to) Parent	—	2,964
Dividends paid to stockholders	(139)	—
Purchases of common stock for treasury	(1,581)	—
All other financing activities	(142)	(36)
Cash from (used for) financing activities	(1,861)	2,904
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash	235	(66)
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within businesses held for sale	(312)	3,625
Less: Net increase (decrease) in cash classified within businesses held for sale	—	(603)
Increase (decrease) in cash, cash equivalents, and restricted cash	(312)	4,228
Cash, cash equivalents, and restricted cash at beginning of year	8,205	1,551
Cash, cash equivalents, and restricted cash as of June 30	$7,892	$5,779

2025 2Q FORM 10-Q 8

CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three months ended June 30			Six months ended June 30
(In millions)	2025	2024		2025	2024
Net income (loss) attributable to GE Vernova	$514	$1,294		$768	$1,164
Net loss (income) attributable to noncontrolling interests	22	14		12	(10)
Net income (loss)	$492	$1,280		$756	$1,174
Other comprehensive income (loss):
Currency translation adjustments – net of taxes	287	(117)		440	(106)
Benefit plans – net of taxes	(86)	(271)		(158)	(340)
Cash flow hedges – net of taxes	14	43		35	51
Other comprehensive income (loss)	$215	$(346)		$318	$(395)

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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 and six months ended June 30, 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. Throughout 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

for the full year 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, 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.

• 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 $128.7 billion and $115.5 billion as of June 30, 2025 and 2024, respectively. For the three months ended

June 30, 2025, total revenues were $9.1 billion, an increase of $0.9 billion for the quarter. Net income (loss) was $0.5 billion, a decrease of

$0.8 billion in net income for the quarter, and net income (loss) margin was 5.4%. Diluted earnings (loss) per share was $1.86 for the three

months ended June 30, 2025, a decrease in diluted earnings per share of $(2.78) for the quarter. Cash flows from (used for) operating

activities were $1.5 billion and $0.5 billion for the six months ended June 30, 2025 and 2024, respectively.

For the three months ended June 30, 2025, Adjusted EBITDA* was $0.8 billion, an increase of $0.2 billion. Free cash flow* was $1.2 billion

and $0.2 billion for the six months ended June 30, 2025 and 2024, respectively.

*Non-GAAP Financial Measure

2025 2Q FORM 10-Q 26

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 stat

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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 and less than $0.1 billion and $(0.1) billion for the six months ended June 30, 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.

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 June 30, 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 June 30, 2025, 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. Other than those discussed in the

preceding sentences, no change in the Company’s internal control over financial reporting occurred during the quarter ended June 30,

2025, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

*Non-GAAP Financial Measure

2025 2Q FORM 10-Q 37

PART II

ITEM 1. LEGAL PROCEEDINGS**.** See Note 20 in the Notes to the consolidated and combined financial statements for information

relating to legal matters.

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**.** 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 1.2 million shares for $379 million during the three months ended June 30, 2025

under this authorization.

The following table summarizes the share repurchase activity for the three months ended June 30, 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)
April	989	$287.62	989	$4,509
May	105	432.39	105	4,463
June	100	492.35	100	4,414
Total	1,194	$317.49	1,194

Between May 1, 2025 and June 30, 2025, participants in the Company’s Retirement Savings Plan (RSP) purchased approximately 3.0

million stock fund units in the GE Vernova Common Stock Fund (the equivalent of approximately 210,000 shares of Company common

stock) for an aggregate purchase price of approximately $96 million. During this period and through July 22, 2025, the offers and sales of

these securities were not deemed registered under the Securities Act, because the prospectus contained in the original Registration

Statement on Form S-1 relating to such securities had not been timely updated. The Company has filed a post-effective amendment to the

Form S-1 on Form S-8, which updated the prospectus in the as-amended registration statement, thereby ensuring that all offers and sales

from July 23, 2025 are registered under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES**.** None.

ITEM 4. MINE SAFETY DISCLOSURES**.** Not applicable.

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 June 30, 2025.

Disclosure provided pursuant to Item 2.05 of Form 8-K. Costs Associated with Exit or Disposal Activities. On July 21, 2025, we

approved a restructuring plan accelerating previously announced enterprise transformation activities to reduce general and administrative

costs. See Note 21 in the Notes to the consolidated and combined financial statements for information about that restructuring plan, which

information is incorporated herein by reference.

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 July 21, 2025, our Board of Directors elected

Scott Strazik as President, effective immediately. Mr. Strazik continues to also serve as our Chief Executive Officer and as a member of our

Board of Directors. Biographical information for Mr. Strazik is included on page 22 in our proxy statement for our 2025 Annual Meeting of

Stockholders filed with the SEC on March 28, 2025, and available on the SEC's website at www.sec.gov, and is incorporated herein by

reference.

2025 2Q FORM 10-Q 38

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 Amendment to offer letter with Steven Baert (filed herewith).*
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 June 30, 2025, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated and Combined Statement of Income (Loss) for the three and six months ended June 30, 2025 and 2024, (ii) Consolidated and Combined Statement of Financial Position at June 30, 2025 and December 31, 2024, (iii) Consolidated and Combined Statement of Cash Flows for the six months ended June 30, 2025 and 2024, (iv) Consolidated and Combined Statement of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024, (v) Consolidated and Combined Statement of Changes in Equity for the three and six months ended June 30, 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 2Q FORM 10-Q 39

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.

July 23, 2025		/s/ Matthew J. Potvin
Date		Matthew J. Potvin Vice President, Controller and Chief Accounting Officer Principal Accounting Officer