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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, 2024

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_Standard_CMYK_Evergreen.gif
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 274,802,034 shares of common stock with a par value of $0.01 per share outstanding at July 17, 2024.




TABLE OF CONTENTS
Page
Forward-Looking Statements
About GE Vernova
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
Transition to Stand-Alone Company
Disposition and Acquisition Activity
Arbitration Refund
Vineyard Wind Offshore Wind Farm
Results of Operations
Segment Operations
Other Information
Capital Resources and Liquidity
Recently Issued Accounting Pronouncements
Critical Accounting Estimates
Non-GAAP Financial Measures
Controls and Procedures
Legal Proceedings
Financial Statements and Notes
Consolidated and Combined Statement of Income (Loss)
Consolidated and Combined Statement of Financial Position
Consolidated and Combined Statement of Cash Flows
Consolidated and Combined Statement of Comprehensive Income (Loss)
Consolidated and Combined Statement of Changes in Equity
Note 1 Organization and Basis of Presentation
Note 2 Summary of Significant Accounting Policies
Note 3 Dispositions and Businesses Held for Sale
Note 4 Current and Long-Term Receivables
Note 5 Inventories, Including Deferred Inventory Costs
Note 6 Property, Plant, and Equipment
Note 7 Leases
Note 8 Acquisitions, Goodwill, and Other Intangible Assets
Note 9 Contract and Other Deferred Assets & Contract Liabilities and Deferred Income
Note 10 Current and All Other Assets
Note 11 Equity Method Investments
Note 12 Accounts Payable and Equipment Project Payables
Note 13 Postretirement Benefit Plans
Note 14 Current and All Other Liabilities
Note 15 Income Taxes
Note 16 Accumulated Other Comprehensive Income (Loss) (AOCI)
Note 17 Share-Based Compensation
Note 18 Earnings Per Share Information
Note 19 Other Income (Expense) – Net
Note 20 Financial Instruments
Note 21 Variable Interest Entities
Note 22 Commitments, Guarantees, Product Warranties, and Other Loss Contingencies
Note 23 Restructuring Charges and Separation Costs
Note 24 Related Parties
Note 25 Segment Information
Exhibits
Form 10-Q Cross Reference Index
Signatures



FORWARD-LOOKING STATEMENTS. The public communications and SEC filings of GE Vernova Inc. (the Company, GE Vernova, our, we or us) may contain statements related to future, not past, events. These forward-looking statements often address our current expected future business and financial performance and condition based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "preliminary," "range," and similar expressions. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as the benefits we expect from our lean operating model, including cost and operational efficiencies and improvements; our expectations regarding the energy transition; the demand for our products and services, their role in the energy transition and our ability to meet those demands; our expectations of future increased business, revenues and operating results; our ability to innovate and anticipate and address customer demands; our underwriting and risk management; our ability to manage inflationary pressures; benefits we expect to receive from the Inflation Reduction Act of 2022 (IRA); our acquisitions and dispositions; our investments in new product development, joint ventures and other collaborations with third parties; our restructuring program to reduce operational costs; our ability to novate or assign credit support provided by General Electric Company; litigation, arbitration and governmental proceedings involving us; the sufficiency and expected uses of our cash, liquidity, and financing arrangements; and our credit ratings. Any forward-looking statement in this report speaks only as of the date on which it is made. Although we believe that the forward-looking statements contained in this report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results, cash flows, or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:

•Changes in macroeconomic and market conditions and market volatility, including risk of recession, inflation, supply chain constraints or disruptions, interest rates, the value of securities and other financial assets, oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on the Company’s business operations, financial results, and financial position;
•Global economic trends, competition, and geopolitical risks, including impacts from the ongoing geopolitical conflicts (such as the Russia-Ukraine conflict and conflict in the Middle East), demand or supply shocks from events such as a major terrorist attack, natural disasters, actual or threatened public health pandemics or other emergencies or an escalation of sanctions, tariffs or other trade tensions, and related impacts on our supply chains and strategies;
•Actual or perceived quality issues or product or safety failures related to our complex and specialized products, solutions, and services, the time required to address them, costs associated with related project delays, repairs or replacements, and the impact of any contractual claims for damages or other legal claims asserted in connection therewith, some of which may be for significant amounts, on our financial results, competitive position or reputation;
•Market developments or customer actions that may affect our ability to achieve our anticipated operational cost savings and implement initiatives to control or reduce operating costs;
•Significant disruptions in the Company’s supply chain, including the high cost or unavailability of raw materials, components, and products essential to our business, and significant disruptions to our manufacturing and production facilities and distribution networks;
•Our ability to attract and retain highly qualified personnel;
•Our ability to obtain, maintain, protect, and effectively enforce our intellectual property rights;
•Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic investments, and other priorities;
•Downgrades of our credit ratings or ratings outlooks, or changes in rating application or methodology, and the related impact on the Company’s funding profile, costs, liquidity, and competitive position;
•Shifts in market and other dynamics related to electrification, decarbonization, or sustainability;
•The amount and timing of our cash flows and earnings, which may be impacted by macroeconomic, customer, supplier, competitive, contractual, and other dynamics and conditions;
•Actions by our joint venture arrangements, consortiums, and similar collaborations with third parties for certain projects that result in additional costs and obligations;
•Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy and energy transition innovation and technology;
•Our ability to develop and introduce new technologies to meet market demand and evolving customer needs, which depends on many factors, including the ability to obtain any required permits, licenses, and registrations;
•Changes in law, regulation, or policy that may affect our businesses, such as trade policy and tariffs, regulation and incentives related to sustainability, climate change, environmental, health and safety laws, and tax law changes;
•Our ability and challenges to manage the transition as a newly stand-alone public company or achieve some or all of the benefits we expect to achieve from such transition;
•The risk of an active trading market not being sustained for our securities or significant volatility in our stock price; and
•The impact related to information technology, cybersecurity, or data security breaches at GE Vernova or third parties.

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 the “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections included in our information statement dated March 8, 2024, which was attached as Exhibit 99.1 to a Current Report on Form 8-K furnished with the Securities and Exchange Commission (SEC) on March 8, 2024 (the Information Statement), as may be updated from time to time in our SEC filings and as posted on our website at www.gevernova.com/investors/fls. There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statement that we make. We do not undertake any obligation to update or revise our forward-looking statements except as may be required by law or regulation.






2024 2Q FORM 10-Q 3



ABOUT GE VERNOVA. GE Vernova Inc. is a global leader in the electric power industry, with products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service technologies to create a more reliable and sustainable electric power system, enabling electrification and decarbonization, underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, uniquely positioned with a scope and scale of solutions to accelerate the energy transition, while servicing and growing our installed base and strengthening our own profitability and shareholder returns. We have a strong history of innovation which is a key strength enabling us to meet our customers’ needs. GE Vernova innovates and invests across our broad portfolio of technologies to help our customers meet growing demand for electricity generation and reduce the carbon intensity of power grids and electricity supply, while maintaining or improving system reliability, affordability, and sustainability. Today, approximately 25% of the world’s electricity is generated using GE Vernova’s installed base of technologies.

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, electrification software, and solar and storage solutions 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. 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. 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A). 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, 2024 and 2023. The below discussion should be read alongside the Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited combined financial statements and corresponding notes for the year ended December 31, 2023, included in the Information Statement. 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. See the Non-GAAP Financial Measures section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures.

TRANSITION TO STAND-ALONE COMPANY

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). In connection with the Spin-Off, GE distributed all of the shares of our common stock to its shareholders and we became an independent company. Historically, as a business of GE, we relied on GE to manage certain of our operations and provide certain services, the costs of which were either allocated or directly billed to us. Accordingly, our historical costs for such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company and may not reflect our results of operations, financial position, and cash flows had we been a separate, stand-alone company during the historical periods presented. See Note 1 in the Notes to the consolidated and combined financial statements for further information.

Production Tax Credit Investments. Our Financial Services business offers a wide range of financial solutions to customers and projects that utilize our Power and Wind products and services. These solutions historically included making minority investments in projects, often through common or preferred equity investments where we generally seek to exit as soon as practicable once a project achieves commercial operation. Many such investments are in renewable energy U.S. tax equity vehicles that generate various tax credits, including production tax credits (PTCs), which can be used to offset an equity partner’s tax liabilities in the U.S. and support the overall target return on investment. In connection with the Spin-Off, GE retained all renewable energy U.S. tax equity investments of $1.2 billion and any tax attributes from historical tax equity investing activity. We will manage these investments under the Framework Investment Agreement. Additionally, during the three months ended June 30, 2024, in connection with GE retaining the renewable energy U.S. tax equity investments, we recognized a $0.1 billion benefit, recorded in Cost of equipment, related to deferred intercompany profit from historical equipment sales to the related investees. See Notes 11, 21 and 23 in the Notes to the consolidated and combined financial statements for further information.

DISPOSITION AND ACQUISITION ACTIVITY. During the second quarter of 2024, our Steam Power business completed the sale of part of its nuclear activities to Electricité de France S.A. (EDF). In connection with the disposition, we received net cash proceeds of $0.6 billion, which is subject to customary working capital and other post-closing adjustments. As a result, we recognized a pre-tax gain of $0.9 billion recorded in Other income (expense) – net in our Consolidated and Combined Statement of Income (Loss). See Notes 3, 15, 16 and 19 in the Notes to the consolidated and combined financial statements for further information.

In the second quarter of 2023, our Gas Power business acquired Nexus Controls, a business specializing in aftermarket control system upgrades and controls field services. See Note 8 in the Notes to the consolidated and combined financial statements for further information.

2024 2Q FORM 10-Q 4


ARBITRATION REFUND. In June 2024, we received $306 million in cash, which represented the return of cash payments we previously made relating to two partial withdrawal liability assessments issued by a multiemployer pension plan (Fund) to which we contribute, plus interest on such amounts. We challenged the assessments in arbitration, but under the Employee Retirement Income Security Act of 1974 (ERISA), we were required to make monthly payments from May 2019 to September 2023 while the matter was arbitrated. In December 2023, an arbitrator ruled that we were exempt from the alleged liability, a decision that was appealed in January 2024 in a federal court. The arbitration award triggered a legal obligation for the Fund to return the payments to us with interest, which it did in June 2024. For the period, $254 million of cash, constituting the payments previously made to the Fund, was recorded in Selling, general, and administrative expenses and $52 million of cash, constituting interest on such amounts, was recorded in Interest and other financial charges – net in our Consolidated and Combined Statement of Income (Loss). As this dispute is not yet resolved, we cannot predict its ultimate resolution, including whether we will retain the funds following all final appeals, whether we are entitled to additional interest, or whether the Fund may contend it is owed interest if it prevails.

VINEYARD WIND OFFSHORE WIND FARM. We are the manufacturer and supplier of turbines and blades and the installation contractor for Vineyard Wind 1 offshore wind farm in the Atlantic Ocean (Vineyard Wind), at which we have installed 24 of 62 Haliade-X 220m wind turbines to date. Subsequent to the period covered by this report, a wind turbine blade event occurred at Vineyard Wind. Debris from the blade was released into the Atlantic Ocean and some has washed ashore on nearby beaches. On July 15, 2024, the U.S. Bureau of Safety and Environmental Enforcement (BSEE) issued a suspension order to cease power production and the installation of new wind turbines at the project site, pending an investigation of the event.

As of the date of the filing of this report, we are currently engaged in a root cause analysis of the incident. We do not have an indication as to when BSEE will modify or lift its suspension order. Under our contractual arrangement with the developer of Vineyard Wind, we may receive claims for damages, including liquidated damages for delayed completion, and other incremental or remedial costs. These amounts could be significant and adversely affect our cash collection timelines and contract profitability. We are currently unable to reasonably estimate what impact the event, any potential claims, or the related BSEE order would have on our financial position, results of operations and cash flows.

RESULTS OF OPERATIONS

Summary of Second Quarter 2024 Results. Remaining performance obligations (RPO) were $115.5 billion and $114.1 billion as of June 30, 2024 and 2023, respectively. For the three months ended June 30, 2024, total revenues were $8.2 billion, an increase of $0.1 billion for the quarter. Net income (loss) was $1.3 billion, an increase of $1.4 billion in net income for the quarter, and net income (loss) margin was 15.6%. Diluted earnings (loss) per share was $4.65 for the three months ended June 30, 2024, an increase in the diluted earnings per share of $5.19 for the quarter. Cash flows from (used for) operating activities were $0.5 billion and $(1.0) billion for the six months ended June 30, 2024 and 2023, respectively.

For the three months ended June 30, 2024, Adjusted EBITDA* was $0.5 billion, an increase of $0.3 billion. Free cash flow* was $0.2 billion and $(1.3) billion for the six months ended June 30, 2024 and 2023, respectively.

RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period, excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. See Note 9 in the Notes to the consolidated and combined financial statements for further information.

RPO June 30, 2024 December 31, 2023 June 30, 2023
Equipment $ 41,561  $ 40,478  $ 40,183 
Services 73,915  75,120  73,878 
Total RPO $ 115,476  $ 115,598  $ 114,062 

As of June 30, 2024, RPO decreased $0.1 billion from December 31, 2023, primarily at Power, due to a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF; decreases in Wind at Offshore Wind as we continue to execute on our contracts and decreases in Onshore Wind services; partially offset by Electrification, from orders outpacing revenues across all businesses. RPO increased $1.4 billion (1%) from June 30, 2023 primarily at Electrification by $5.3 billion as orders outpaced revenues across all businesses; partially offset at Power due to a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF; and at Wind due to decreases at Offshore Wind where revenues outpaced new orders as we continue to execute on our contracts, as well as the cancellation of an order in the fourth quarter of 2023 that we received in the second quarter of 2023.
Three months ended June 30 Six months ended June 30
REVENUES 2024 2023 2024 2023
Equipment revenues $ 4,194  $ 4,388  $ 7,811  $ 7,877 
Services revenues 4,010  3,732  7,652  7,065 
Total revenues $ 8,204  $ 8,119  $ 15,463  $ 14,941 




*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 5


For the three months ended June 30, 2024, total revenues increased $0.1 billion (1%). Services revenues increased in all segments, primarily at Power due to growth in Gas Power from higher outages and transactional service volume. Equipment revenues decreased primarily at Wind from Onshore Wind as fewer units were delivered in the period, partially offset at Electrification led by growth at Grid Solutions, and at Power due to Gas Power strength.

Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues* increased $0.1 billion (2%), organic services revenues* increased $0.3 billion (9%) and organic equipment revenues* decreased $0.2 billion (4%). Organic revenues* increased at Power and Electrification, partially offset by Wind.

For the six months ended June 30, 2024, total revenues increased $0.5 billion (3%). Services revenues increased in all segments, primarily at Power due to growth in Gas Power from higher outages and transactional service volume. Equipment revenues decreased primarily at Wind from Onshore Wind as fewer units were delivered in the period, partially offset at Electrification led by growth at Grid Solutions, and at Power from aeroderivative engine shipments.

Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues* increased $0.5 billion (3%), organic services revenues* increased $0.6 billion (9%) and organic equipment revenues* decreased $0.1 billion (1%). Organic revenues* increased at Electrification and Power, partially offset by Wind.

Three months ended June 30 Six months ended June 30
EARNINGS (LOSS) 2024 2023 2024 2023
Operating income (loss) $ 527  $ (341) $ 238  $ (811)
Net income (loss) 1,280  (149) 1,174  (495)
Net income (loss) attributable to GE Vernova 1,294  (150) 1,164  (465)
Adjusted EBITDA* 524  203  714  18 
Diluted earnings (loss) per share(a) 4.65  (0.55) 4.22  (1.70)
(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. For periods prior to the Spin-Off, there were no dilutive equity instruments as there were no equity awards of GE Vernova outstanding prior to Spin-Off.

For the three months ended June 30, 2024, operating income (loss) was $0.5 billion, a $0.9 billion increase, primarily due to an increase in segment results at Power of $0.1 billion, primarily at Gas Power services due to volume, price and productivity, which more than offset the impact of inflation, and improvements in Gas Power equipment profitability; at Wind of $0.1 billion, primarily due to Onshore Wind through improved pricing and the impact of cost reduction activities, and fewer losses recognized in Offshore Wind; and at Electrification of $0.1 billion, primarily due to higher volume, productivity, and price at Grid Solutions; as well as $0.3 billion received related to an arbitration refund and a $0.1 billion benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments in connection with the Spin-Off.

Net income (loss) was $1.3 billion, a $1.4 billion increase in net income for the quarter, primarily due to an increase in the operating income (loss) of $0.9 billion and an increase in other income of $0.7 billion driven by a $0.9 billion pre-tax gain from the sale of a portion of Steam Power nuclear activities to EDF, partially offset by an increase in provision for income taxes of $0.2 billion.

Adjusted EBITDA* and Adjusted EBITDA margin* were $0.5 billion and 6.4%, respectively, for the three months ended June 30, 2024, an increase of $0.3 billion and 3.9%, respectively, primarily driven by increases in segment results in Power, Wind, and Electrification.

For the six months ended June 30, 2024, operating income (loss) was $0.2 billion, a $1.0 billion increase, primarily due to an increase in segment results at Power of $0.3 billion, primarily attributable to Gas Power, where higher volume, favorable pricing, and increased productivity more than offset the impact of inflation; at Wind of $0.2 billion, primarily due to improved pricing and the impact of cost reduction activities at Onshore Wind, and fewer losses recognized at Offshore Wind; and at Electrification of $0.2 billion, primarily due to higher volume, productivity, and price at Grid Solutions; as well as $0.3 billion received related to an arbitration refund and a $0.1 billion benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments in connection with the Spin-Off.

Net income (loss) was $1.2 billion, a $1.7 billion increase in net income for the period, primarily due to an increase in the operating income (loss) of $1.0 billion and an increase in other income of $0.8 billion driven by a $0.9 billion pre-tax gain from the sale of a portion of Steam Power nuclear activities to EDF, partially offset by an increase in provision for income taxes of $0.3 billion.

Adjusted EBITDA* and Adjusted EBITDA margin* were $0.7 billion and 4.6%, respectively, for the six months ended June 30, 2024, an increase of $0.7 billion and 4.5%, respectively, primarily driven by increases in segment results in Power, Wind, and Electrification.











*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 6


SEGMENT OPERATIONS. Refer to the Information Statement for further information regarding our determination of segment EBITDA.
Three months ended June 30 Six months ended June 30
SUMMARY OF REPORTABLE SEGMENTS 2024 2023 V % 2024 2023 V %
Power $ 4,455  $ 4,131  % $ 8,490  $ 7,953  %
Wind 2,062  2,601  (21) 3,701  4,352  (15)
Electrification 1,790  1,505  19  3,441  2,836  21 
Eliminations and other (103) (118) 13  (169) (199) 15 
Total revenues $ 8,204  $ 8,119  % $ 15,463  $ 14,941  %
Segment EBITDA
    Power $ 613  $ 466  32  % $ 958  $ 643  49  %
    Wind (117) (259) 55  (289) (519) 44 
    Electrification 129  31  F 195  F
Corporate and other(a) (101) (35) U (150) (107) (40)
Adjusted EBITDA*(b) $ 524  $ 203  F $ 714  $ 18  F
(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone public company.
(b) Refer to "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and other financial charges and the benefit for income taxes of Financial Services as this business is managed on an after-tax basis due to its strategic investments in tax equity investments.

POWER. We believe gas power plays a critical role in the energy transition, offering a fundamental foundation of reliable and dispatchable power. Although market factors related to the energy transition, such as greater renewable energy penetration and the adoption of climate change-related legislation and policies continue to evolve, we expect the gas power market to grow over the next decade. We foresee gas power generation continuing to grow low single digits, which will play an indispensable role in ensuring grid stability and energy security. We remain focused on our underwriting discipline and risk management to ensure we are securing deals that meet our financial hurdles, where we have high confidence in delivering for our customers.

During the three months ended June 30, 2024, GE Vernova's gas turbine utilization was flat compared to the same period last year. Growth in Asia from fewer outages and more HA units commissioned, and flat utilization in the U.S. suppressed by increased outage activity were offset by Europe where increased nuclear, hydro, and renewable energy drove lower gas operations in the quarter. Global electricity demand increased by mid-single digits. The demand for gas equipment and services remains robust in our Gas Power business.

As we work in emerging markets, there could be uncertainty in the timing of deal closures due to financing and other complexities. Power has proactively managed the impact of inflationary pressure by deploying lean initiatives to drive cost productivity measures, collaborating with our suppliers and adjusting the pricing of our products and services. Given the long-cycle nature of the business, we expect the impact of inflation will continue to be challenging and we will continue to take actions to manage it.

We continue to invest in new product development. In Nuclear Power, we have an agreement with a customer for the deployment of small modular nuclear reactor technology, the first commercial contract in North America, with the potential to enable reductions in nuclear power plant costs and cycle times. In Gas Power, we continue to invest for the long-term, including decarbonization pathways that will provide customers with cleaner, more reliable power. As of June 30, 2024, our fundamentals remained strong with approximately $69.5 billion in RPO and a gas turbine installed base of approximately 7,000 units with approximately 1,700 units under long-term service agreements with an average remaining contract life of approximately 10 years. As of June 30, 2024, we had 32 HA-Turbines in RPO, 30 being installed and commissioned, and 100 HA-Turbines in our installed base with approximately 2.5 million operating hours.

Three months ended June 30 Six months ended June 30
Orders in units 2024 2023 2024 2023
Gas Turbines 15  26  49  39 
Heavy-Duty Gas Turbines 14  14  30  20 
HA-Turbines —  12 
Aeroderivatives 12  19  19 
Gas Turbine Gigawatts 4.1  2.1  9.0  4.4 

Three months ended June 30 Six months ended June 30
Sales in units 2024 2023 2024 2023
Gas Turbines 15  14  32  37 
Heavy-Duty Gas Turbines 18  27 
HA-Turbines
Aeroderivatives 14  10 
Gas Turbine Gigawatts 1.5  2.3  3.7  5.9 





*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 7


RPO June 30, 2024 December 31, 2023 June 30, 2023
Equipment $ 10,978  $ 13,636  $ 13,980 
Services 58,479  59,338  58,220 
Total RPO $ 69,457  $ 72,974  $ 72,200 

RPO as of June 30, 2024 decreased $3.5 billion (5%) from December 31, 2023, primarily due to a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF, partially offset by orders outpacing revenues for Gas Power Heavy-Duty Gas Turbines. RPO decreased $2.7 billion (4%) from June 30, 2023 primarily due to a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF, and reductions in Hydro Power equipment and Nuclear Power services, partially offset by growth in Gas Power services and equipment.

Three months ended June 30 Six months ended June 30
SEGMENT REVENUES AND EBITDA 2024 2023 2024 2023
Gas Power $ 3,459  $ 3,051  $ 6,500  $ 5,933 
Nuclear Power 222  212  450  434 
Hydro Power 182  220  363  397 
Steam Power 592  648  1,176  1,189 
Total segment revenues $ 4,455  $ 4,131  $ 8,490  $ 7,953 
Equipment $ 1,285  $ 1,147  $ 2,486  $ 2,327 
Services 3,170  2,984  6,003  5,626 
Total segment revenues $ 4,455  $ 4,131  $ 8,490  $ 7,953 
Segment EBITDA $ 613  $ 466  $ 958  $ 643 
Segment EBITDA margin 13.8 % 11.3 % 11.3 % 8.1 %
For the three months ended June 30, 2024, segment revenues were up $0.3 billion (8%) and segment EBITDA was up $0.1 billion (32%).

Segment revenues increased $0.4 billion (10%) organically*, primarily due to increases in Gas Power project commissioning and aeroderivative engine shipments, and Gas Power services driven by higher outages and transactional service volume.

Segment EBITDA increased $0.1 billion (24%) organically*, primarily due to an increase in Gas Power services where volume, price, and productivity more than offset the impact of inflation, and improvements in Gas Power equipment profitability.

For the six months ended June 30, 2024, segment revenues were up $0.5 billion (7%) and segment EBITDA was up $0.3 billion (49%).

Segment revenues increased $0.5 billion (7%) organically*, in Gas Power equipment from aeroderivative engine shipments, and Gas Power services driven by higher outages and transactional service volume.

Segment EBITDA increased $0.3 billion (36%) organically*, mainly driven by improvements in Gas Power where higher volume, favorable pricing, and increased productivity offset the impact of inflation.

WIND. In our Wind segment, we create value by engineering, manufacturing, and commercializing wind turbines, an important technology playing a role in the energy transition as we seek to decarbonize the world's energy sector. As we focus on providing carbon-free electricity reliably and at scale, we have simplified our senior management structure and portfolio of product offerings, focusing on fewer and more reliable workhorse products. Workhorse products, which include our 2.8-127m, 3.6-154m, and 6.1-158m onshore units, and our Haliade-250m offshore units, account for approximately 70% of our equipment RPO in Onshore Wind and Offshore Wind at June 30, 2024. Included in our RPO are services agreements on approximately 24,000 of our onshore wind turbines, from an installed base of approximately 56,000 units.

At Onshore Wind, we are focused on improving our overall fleet availability. We are reducing product variants and deploying repairs and other corrective measures across the fleet. Concurrently, we intend to operate in fewer geographies and focus on those geographic regions that align better with our products and supply chain footprint, positioning our workhorse products to targeted markets. Our volume mix has shifted towards the U.S., currently representing 75% of Onshore Wind's equipment RPO, while our international volume has become smaller and more profitable. Specifically in the U.S., the IRA introduced new, and extended existing, tax incentives for at least 10 years, significantly improving project economics for our customers and turbine producers. Our projects in the U.S. generally benefit from incentives available to our customers and broadly available IRA incentives. Finally, we are continuing our restructuring program to reduce our operating costs and are seeing the benefits both operationally and financially.

The offshore wind industry currently faces challenges as companies attempt to increase output and reduce cost. In our Offshore Wind business, we continue to experience pressure related to our product and project costs as we deliver on our existing backlog. Although we are deploying countermeasures to combat these pressures and are committed to driving productivity and cost improvement for our new larger turbines, changes in execution timelines or other adverse developments likely could have an adverse effect on our cash collection timelines and contract profitability, and could result in further losses beyond the amounts that we currently estimate.


*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 8


Three months ended June 30 Six months ended June 30
Onshore and Offshore Wind orders in units 2024 2023 2024 2023
Wind Turbines 431  547  621  1,068 
Repower Units 205  100  246  146 
Wind Turbine and Repower Units Gigawatts 1.8  3.1  2.5  4.7 
Three months ended June 30 Six months ended June 30
Onshore and Offshore Wind sales in units 2024 2023 2024 2023
Wind Turbines 341  647  593  1,052 
Repower Units 64  79  64  129 
Wind Turbine and Repower Units Gigawatts 1.6  2.5  2.7  4.2 
RPO June 30, 2024 December 31, 2023 June 30, 2023
Equipment $ 13,147  $ 13,709  $ 13,763 
Services 12,626  13,240  13,336 
Total RPO $ 25,773  $ 26,949  $ 27,098 

RPO as of June 30, 2024 decreased $1.2 billion (4%) from December 31, 2023 primarily due to decreases at Offshore Wind as we continue to execute on our contracts, and decreases in Onshore Wind services, offset in part by Onshore Wind equipment as new orders outpaced revenues in the first half of the year. RPO decreased $1.3 billion (5%) from June 30, 2023 primarily due to decreases at Offshore Wind equipment, where revenues outpaced new orders as we continue to execute on our contracts, as well as the cancellation of an order in the fourth quarter of 2023 that we received in the second quarter of 2023. Onshore Wind RPO increased driven by a large order in the U.S., partially offset by revenues outpacing orders in the international market as we continue to decrease the number of geographies in which we operate.
Three months ended June 30 Six months ended June 30
SEGMENT REVENUES AND EBITDA 2024 2023 2024 2023
Onshore Wind $ 1,560  $ 2,174  $ 2,619  $ 3,597 
Offshore Wind 353  285  794  534 
LM Wind Power
149  142  288  221 
Total segment revenues $ 2,062  $ 2,601  $ 3,701  $ 4,352 
Equipment $ 1,668  $ 2,245  $ 2,900  $ 3,659 
Services 394  356  801  692 
Total segment revenues $ 2,062  $ 2,601  $ 3,701  $ 4,352 
Segment EBITDA $ (117) $ (259) $ (289) $ (519)
Segment EBITDA margin (5.7) % (10.0) % (7.8) % (11.9) %
For the three months ended June 30, 2024, segment revenues were down $0.5 billion (21%) and segment EBITDA was up $0.1 billion (55%).

Segment revenues decreased $0.5 billion (20%) organically*, primarily from Onshore Wind equipment, as fewer units were delivered in the period, partially offset by higher equipment revenues at Offshore Wind as we continue to execute on our RPO.

Segment EBITDA increased $0.1 billion (57%) organically*, primarily due to Onshore Wind as a result of improved pricing and the impact of cost reduction activities, and fewer losses recognized in Offshore Wind.

For the six months ended June 30, 2024, segment revenues were down $0.7 billion (15%) and segment EBITDA was up $0.2 billion (44%).

Segment revenues decreased $0.6 billion (15%) organically*, primarily from Onshore Wind equipment, as fewer units were delivered in the period, partially offset by higher equipment revenues at Offshore Wind as we continue to execute on our RPO.

Segment EBITDA increased $0.2 billion (45%) organically*, primarily due to Onshore Wind as a result of improved pricing and the impact of cost reduction activities, and fewer losses recognized in Offshore Wind.

ELECTRIFICATION. We continue to experience robust demand for our systems, equipment, and services across all businesses. Demand remains strong for large scale transmission-related equipment to interconnect renewables and move bulk power. We also benefited from higher growth in orders from other transmission activities within our Grid Solutions business.

Our Grid Solutions business is positioned to support grid expansion and modernization needs globally. We participate in the onshore interconnection market and the rapidly growing offshore renewable interconnection market with new products and technology supporting a 2 GW HVDC solution standard and are developing new technology, such as grid-forming static synchronous compensators and SF6-free switchgears, that solves for a denser, more resilient, stable, and efficient electric grid with lower future greenhouse gas emissions.



*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 9


The demand for our equipment and solutions have created favorable conditions to improve pricing and contractual terms. Customer lead-times have increased as a result of demand outstripping supply, though we are proactively managing this by deploying lean initiatives to reduce lead-times and drive cost productivity. In addition, we are making investments to expand our capacity and capabilities to support this continued growth while benefiting from synergies across our Electrification businesses.

RPO June 30, 2024 December 31, 2023 June 30, 2023
Equipment $ 17,540  $ 13,233  $ 12,496 
Services 3,139  3,109  2,875 
Total RPO $ 20,679  $ 16,342  $ 15,371 

RPO as of June 30, 2024 increased $4.3 billion (27%) from December 31, 2023 primarily due to orders outpacing revenues across all businesses. RPO increased $5.3 billion (35%) from June 30, 2023 primarily driven by orders outpacing revenues across all businesses.

Three months ended June 30 Six months ended June 30
SEGMENT REVENUES AND EBITDA 2024 2023 2024 2023
Grid Solutions $ 1,142  $ 966  $ 2,251  $ 1,801 
Power Conversion 313  217  548  400 
Electrification Software 223  213  428  431 
Solar & Storage Solutions 113  109  214  204 
Total segment revenues $ 1,790  $ 1,505  $ 3,441  $ 2,836 
Equipment $ 1,286  $ 1,058  $ 2,516  $ 1,986 
Services 504  447  925  850 
Total segment revenues $ 1,790  $ 1,505  $ 3,441  $ 2,836 
Segment EBITDA $ 129  $ 31  $ 195  $
Segment EBITDA margin 7.2  % 2.1  % 5.7  % —  %

For the three months ended June 30, 2024, segment revenues were up $0.3 billion (19%) and segment EBITDA was up $0.1 billion.

Segment revenues increased $0.3 billion (19%) organically*, led by growth in equipment at Grid Solutions and Power Conversion.

Segment EBITDA increased $0.1 billion organically*, primarily driven by higher volume, productivity, and price across all businesses.

For the six months ended June 30, 2024, segment revenues were up $0.6 billion (21%) and segment EBITDA was up $0.2 billion.

Segment revenues increased $0.6 billion (20%) organically*, led by growth in equipment at Grid Solutions and Power Conversion.

Segment EBITDA increased $0.2 billion organically*, primarily driven by higher volume, productivity, and price across all businesses.

OTHER INFORMATION.

Gross Profit and Gross Margin. Gross profit was $1.7 billion and $1.1 billion for the three months ended and $2.9 billion and $2.1 billion for the six months ended June 30, 2024 and 2023, respectively. Gross margin was 20.7% and 14.1% for the three months ended and 18.4% and 13.8% for the six months ended June 30, 2024 and 2023, respectively. The increase in gross profit was due to an increase at Power due to an increase in Gas Power services from higher outages and favorable price, an increase in Electrification due to higher volume, productivity, and price at Grid Solutions, and an increase in Wind through improved pricing and the impact of cost reduction activities at Onshore Wind.

Selling, General, and Administrative. Selling, general, and administrative costs were $0.9 billion and $1.3 billion for the three months ended and $2.1 billion and $2.5 billion for the six months ended and comprised 11.4% and 15.7% of revenues for the three months ended and 13.8% and 16.5% for the six months ended June 30, 2024 and 2023, respectively. The reduction in costs was attributable to a $0.3 billion arbitration refund and ongoing cost reduction initiatives in each of the businesses, partially offset by higher corporate costs required to operate as a stand-alone public company.

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 certain separation costs and recognized a benefit related to deferred intercompany profit upon GE retaining the renewable energy U.S. tax equity investments. See Note 23 in the Notes to the consolidated and combined financial statements for further information.

Interest and Other Financial Charges – Net. Interest and other financial charges – net was less than $0.1 billion in income for both the three and six months ended June 30, 2024 and less than $0.1 billion in expense for both the three and six months ended June 30, 2023. The higher income in 2024 was primarily driven by interest received from an arbitration refund and a higher average balance of invested funds during the three and six months ended June 30, 2024. The primary components of net interest and other financial charges are fees on cash management activities, interest on borrowings, interest earned on cash balances and short-term investments.



*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 10


Income Taxes. Our effective tax rate was 20.1% for the three months ended June 30, 2024. The effective tax rate was lower than the U.S. statutory rate of 21% primarily due to a lower effective tax rate on a foreign pre-tax gain from the sale of a portion of Steam Power nuclear activities to EDF, partially offset by losses providing no tax benefit in certain jurisdictions, and an increase in income tax expense due to the reduction of certain U.S. tax attributes that are not part of the Company's stand-alone operations.

Our effective tax rate was 22.1% for the six months ended June 30, 2024. The effective tax rate was higher than the U.S. statutory rate of 21% primarily due to losses providing no tax benefit in certain jurisdictions, partially offset by a pre-tax gain with an insignificant tax impact from the sale of a portion of Steam Power nuclear activities to EDF.

We recorded an income tax expense on a pre-tax loss in the three and six months ended June 30, 2023 due to taxes in profitable jurisdictions and losses providing no tax benefit in other jurisdictions.

See Note 15 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. In connection with the Spin-Off, we received cash from GE of $0.8 billion through a cash contribution of $0.5 billion to fund future GE Vernova operations and a cash transfer of $0.3 billion restricted in connection with certain legal matters associated with legacy GE operations, such that our cash balance on the date of the completion of the Spin-Off was approximately $4.2 billion. As of June 30, 2024, our Cash, cash equivalents, and restricted cash was $5.8 billion, approximately $1.0 billion of which was held in countries where access to cash may be delayed due to various regulations (including $0.1 billion in Russia and Ukraine) and $0.4 billion was restricted use cash. During the second quarter of 2024, our Steam Power business completed the sale of part of its nuclear activities to EDF. In connection with the disposition, we received net cash proceeds of $0.6 billion. During the second quarter of 2024, we also received a cash refund of $0.3 billion in connection with an arbitration proceeding. In addition, we have access to a $3.0 billion committed revolving credit facility (Revolving Credit Facility). See “—Capital Resources and Liquidity—Debt” below for additional information. We believe our 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.
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.
Six months ended June 30
FREE CASH FLOW (NON-GAAP) 2024 2023
Cash from (used for) operating activities (GAAP) $ 535  $ (978)
Add: Gross additions to property, plant, and equipment and internal-use software (374) (283)
Free cash flow (Non-GAAP) $ 161  $ (1,261)

Cash from (used for) operating activities was $0.5 billion and $(1.0) billion for the six months ended June 30, 2024 and 2023, respectively.

Cash from (used for) operating activities increased by $1.5 billion in 2024 compared to 2023 primarily driven by: higher net income (after adjusting for depreciation of PP&E, amortization of intangible assets, and (gains) losses on purchases and sales of business interests) of $0.9 billion, including the impact of a $0.3 billion cash refund we received in connection with an arbitration proceeding in the second quarter of 2024; and an increase of $0.8 billion in contract liabilities and current deferred income, due to higher collections at Onshore Wind and lower liquidations at Offshore Wind in Wind, and higher collections at Electrification; partially offset by current contract assets of $(0.4) billion, driven by higher revenue recognition compared to billings in Offshore Wind, and on our long-term service agreements in Power.

Cash from operating activities of $0.5 billion for the six months ended June 30, 2024 included a $0.3 billion inflow from changes in working capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of $1.6 billion, driven by down payments and collections on several large projects in Grid Solutions at Electrification, and net collections at Power; current receivables of $0.7 billion, driven by collections outpacing billings, primarily at Wind and Power, and the benefits arising from the IRA related to advanced manufacturing credits of $0.2 billion; accounts payable and equipment project accruals of $0.1 billion, due to higher volume than disbursements in Power, partially offset by Wind and Electrification; inventories of $(1.3) billion, primarily in Gas Power at Power and Onshore Wind at Wind, to support fulfillment and deliveries expected in the second half of 2024; current contract assets of $(0.4) billion, driven by revenue recognition exceeding billings in our Offshore Wind business at Wind, and on our long-term service agreements in Power; and changes in due to related parties of $(0.4) billion, primarily due to settlements of payables with GE prior to the Spin-Off.



*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 11


Cash used for operating activities of $1.0 billion for the six months ended June 30, 2023 included a $0.1 billion outflow from changes in working capital. The cash outflow from changes in working capital was primarily driven by: inventories of $1.2 billion, due to inventory build in Onshore Wind and Offshore Wind at Wind and Gas Power at Power; partially offset by contract liabilities and current deferred income of $(0.8) billion as a result of project collections and down payments in Power, Wind, and Electrification outpacing revenue recognition; and current receivables of $(0.3) billion, driven by collections outpacing billings primarily in Gas Power at Power and Onshore Wind at Wind.

Cash from (used for) investing activities was $0.3 billion and $(0.4) billion for the six months ended June 30, 2024 and 2023, respectively.

Cash from (used for) investing activities increased by $0.7 billion in 2024 compared to 2023 primarily driven by: net proceeds from principal business dispositions of $0.6 billion in the second quarter of 2024, as a result of our Steam Power business sale of part of its nuclear activities to EDF in our Power segment; and the nonrecurrence of the net impact of our acquisition of Nexus Controls and other investment sales of $0.2 billion in 2023; partially offset by higher cash used for additions to PP&E and internal-use software of $(0.1) billion; and an increase in net purchases of equity method investments of $(0.1) billion, primarily driven by higher contributions to investments at our Financial Services business. Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was $0.4 billion and $0.3 billion for the six months ended June 30, 2024 and 2023, respectively.

Cash from financing activities was $2.9 billion and $0.9 billion for the six months ended June 30, 2024 and 2023, respectively, inclusive of $3.0 billion and $1.0 billion, respectively, of transfers from parent.

Material Cash Requirements. In the normal course of business, we enter into contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under lease and guarantee arrangements as well as our investment commitments is provided in Note 7 and Note 22 in the Notes to the consolidated and combined financial statements included elsewhere in this Quarterly Report on Form 10-Q as well as in Note 7 and Note 20 in the Notes to the audited combined financial statements included in the Information Statement. Additionally, we have material cash requirements related to our pension obligations as described in Note 13 to the audited combined financial statements included in the Information Statement.

Debt. As of both June 30, 2024 and December 31, 2023, we had $0.1 billion of total debt, excluding finance leases. 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 is not expected to be utilized and will not provide us with 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 these Credit Facilities, refer to our Current Report on Form 8-K, filed with the SEC on April 2, 2024.

Credit Ratings and Conditions. GE historically relied on the debt capital markets to fund, among other things, a significant portion of its operations. We may continue to rely on capital markets in the future, and we have access to the Revolving Credit Facility to fund operations, as described above, 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 our Company. Our credit ratings as of the date of this filing are set forth in the following table.
S&P Fitch
Outlook Stable Stable
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. For a description of some of the potential consequences of a reduction in our credit ratings, see the Risks Relating to Financial, Accounting, and Tax Matters section of Risk Factors in the Information Statement.

If GE Vernova is 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. The estimated liquidity impact in the event of a downgrade below investment grade was immaterial as of June 30, 2024.

Quantitative and Qualitative Disclosure About Market Risk. We are exposed to market risk primarily from the effect of fluctuations in 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 trading activities. As a result of our global operations, we generate and incur a significant portion of our revenues and expenses in currencies other than the U.S. dollar. Such principal currencies include the euro, the British pound sterling, the Brazilian real, and the Indian rupee. The effects of foreign currency fluctuations on earnings were $0.1 billion for both the three and six months ended June 30, 2024 and 2023. See Note 20 in the Notes to the consolidated and combined financial statements for further information. For more information about foreign exchange risk, interest rate risk, and commodity risk see the "Quantitative and Qualitative Disclosure About Market Risk" section of the Information Statement.









*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 12


Parent Company Credit Support. To support GE Vernova 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 2025, GE Vernova will pay a quarterly fee to GE based on amounts related to the GE credit support. GE Vernova will face other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE Vernova. 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.

As of June 30, 2024, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $29 billion, an over 50% reduction since year end and over 20% reduction since the Spin-Off, of which approximately $1 billion are financial guarantees. We expect approximately $16 billion of the RPO related to GE credit support obligations to contractually mature within five years from the date of the Spin-Off and credit support on financial guarantees to not exceed a year beyond separation. 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. For a discussion of recently issued accounting standards, see Note 2 to the audited combined financial statements included in the Information Statement.

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. Refer to the Critical Accounting Estimates and Note 2 to the audited combined financial statements included in the Information Statement 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 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.

2024 2Q FORM 10-Q 13


ORGANIC REVENUES(a), EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
Revenue Segment EBITDA Segment EBITDA margin
Three months ended June 30 2024 2023 V% 2024 2023 V% 2024 2023 V pts
Power (GAAP) $ 4,455  $ 4,131  % $ 613  $ 466  32  % 13.8  % 11.3  % 2.5pts
Less: Acquisitions —  —  —  — 
Less: Business dispositions 127  189  (21) (24)
Less: Foreign currency effect (4) (18) (34)
Power organic (Non-GAAP) $ 4,324  $ 3,946  10  % $ 651  $ 524  24  % 15.1  % 13.3  % 1.8pts
Wind (GAAP) $ 2,062  $ 2,601  (21) % $ (117) $ (259) 55  % (5.7) % (10.0) % 4.3pts
Less: Acquisitions —  —  —  — 
Less: Business dispositions —  —  —  — 
Less: Foreign currency effect (17) (3) (19) (32)
Wind organic (Non-GAAP) $ 2,079  $ 2,604  (20) % $ (98) $ (227) 57  % (4.7) % (8.7) % 4.0pts
Electrification (GAAP) $ 1,790  $ 1,505  19  % $ 129  $ 31  F 7.2  % 2.1  % 5.1pts
Less: Acquisitions —  —  — 
Less: Business dispositions —  —  —  — 
Less: Foreign currency effect (1) (21)
Electrification organic (Non-GAAP) $ 1,787  $ 1,506  19  % $ 126  $ 52  F 7.1  % 3.5  % 3.6pts
(a) Includes intersegment sales of $119 million and $115 million for the three months ended June 30, 2024 and 2023, respectively. See the table titled Total Segment Revenues by Business Unit in Note 25 in the Notes to the consolidated and combined financial statements.

ORGANIC REVENUES(a), EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
Revenue Segment EBITDA Segment EBITDA margin
Six months ended June 30 2024 2023 V% 2024 2023 V% 2024 2023 V pts
Power (GAAP) $ 8,490  $ 7,953  % $ 958  $ 643  49  % 11.3  % 8.1  % 3.2pts
Less: Acquisitions 41  —  14  — 
Less: Business dispositions 127  189  (21) (24)
Less: Foreign currency effect 16  (2) (56) (83)
Power organic (Non-GAAP) $ 8,306  $ 7,766  % $ 1,022  $ 749  36  % 12.3  % 9.6  % 2.7pts
Wind (GAAP) $ 3,701  $ 4,352  (15) % $ (289) $ (519) 44  % (7.8) % (11.9) % 4.1pts
Less: Acquisitions —  —  —  — 
Less: Business dispositions —  —  —  — 
Less: Foreign currency effect (14) (10) (33) (51)
Wind organic (Non-GAAP) $ 3,715  $ 4,361  (15) % $ (257) $ (468) 45  % (6.9) % (10.7) % 3.8pts
Electrification (GAAP) $ 3,441  $ 2,836  21  % $ 195  $ F 5.7  % —  % 5.7pts
Less: Acquisitions —  —  — 
Less: Business dispositions —  —  —  — 
Less: Foreign currency effect 35  (3) (3) (31)
Electrification organic (Non-GAAP) $ 3,404  $ 2,839  20  % $ 198  $ 32  F 5.8  % 1.1  % 4.7pts
(a) Includes intersegment sales of $197 million and $205 million for the six months ended June 30, 2024 and 2023, respectively. See the table titled Total Segment Revenues by Business Unit in Note 25 in the Notes to the consolidated and combined financial statements.

Three months ended June 30 Six months ended June 30
ORGANIC REVENUES (NON-GAAP) 2024 2023 V% 2024 2023 V%
Total revenues (GAAP) $ 8,204  $ 8,119  % $ 15,463  $ 14,941  %
Less: Acquisitions —  43  — 
Less: Business dispositions 127  189  127  189 
Less: Foreign currency effect (11) (7) 37  (15)
Organic revenues (Non-GAAP) $ 8,087  $ 7,938  % $ 15,256  $ 14,768  %

2024 2Q FORM 10-Q 14


Three months ended June 30 Six months ended June 30
EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP) 2024 2023 V% 2024 2023 V%
Total equipment revenues (GAAP) $ 4,194  $ 4,388  (4) % $ 7,811  $ 7,877  (1) %
Less: Acquisitions —  —  20  — 
Less: Business dispositions 66  91  66  91 
Less: Foreign currency effect (13) (6) 30  (14)
Equipment organic revenues (Non-GAAP) $ 4,142  $ 4,303  (4) % $ 7,695  $ 7,800  (1) %
Total services revenues (GAAP) $ 4,010  $ 3,732  % $ 7,652  $ 7,065  %
Less: Acquisitions —  24  — 
Less: Business dispositions 61  98  61  98 
Less: Foreign currency effect (1) (1)
Services organic revenues (Non-GAAP) $ 3,946  $ 3,636  % $ 7,561  $ 6,968  %

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.

Three months ended June 30 Six months ended June 30
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP) 2024 2023 V% 2024 2023 V%
Net income (loss) (GAAP) $ 1,280  $ (149) F $ 1,174 $ (495) F
Add: Restructuring and other charges(a) 62  93  210 203
Add: Purchases and sales of business interests(b) (847) (86) (842) (86)
Add: Russia and Ukraine charges(c) —  95  95
Add: Separation costs (benefits)(d) (91) —  (91)
Add: Arbitration refund(e) (254) —  (254)
Add: Non-operating benefit income(f) (134) (143) (269) (282)
Add: Depreciation and amortization(g) 237  218  445 422
Add: Interest and other financial charges – net(h)(i) (61) (58) 16
Add: Provision (benefit) for income taxes(i) 333  167  397 145
Adjusted EBITDA (Non-GAAP) $ 524  $ 203  F $ 714 $ 18 F
Net income (loss) margin (GAAP) 15.6  % (1.8) % 17.4 pts 7.6% (3.3)% 10.9 pts
Adjusted EBITDA margin (Non-GAAP) 6.4  % 2.5  % 3.9 pts 4.6% 0.1% 4.5 pts
(a) Consists of severance, facility closures, acquisition and disposition, and other charges associated with major restructuring programs.
(b) Consists of gains and losses resulting from the purchases and sales of business interests and assets.
(c) Related to recoverability of asset charges recorded in connection with the ongoing conflict between Russia and Ukraine and resulting sanctions.
(d) 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. In addition, includes $136 million benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments.
(e) Represents cash refund received in connection with an arbitration proceeding, constituting the payments previously made to the Fund, and excludes $52 million related to the interest on such amounts that was recorded in Interest and other financial charges – net.
(f) Primarily related to the expected return on plan assets, partially offset by interest cost.
(g) Excludes depreciation and amortization expense related to Restructuring and other charges.
(h) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business operations primarily with customers.
(i) Excludes interest expense of $1 million and $13 million and benefit for income taxes of $11 million and $45 million for the three months ended June 30, 2024 and 2023, respectively, as well as interest expense of $11 million and $25 million and benefit for income taxes of $64 million and $92 million for the six months ended June 30, 2024 and 2023, respectively, related to our Financial Services business which, because of the nature of its investments, is measured on an after-tax basis due to its strategic investments in renewable energy tax equity investments.




*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 15


Three months ended June 30 Six months ended June 30
ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN (NON-GAAP) 2024 2023 V% 2024 2023 V%
Adjusted EBITDA (Non-GAAP) $ 524  $ 203  F $ 714 $ 18 F
Less: Acquisitions —  —  13
Less: Business dispositions (21) (24) (21) (24)
Less: Foreign currency effect (39) (88) (85) (166)
Adjusted organic EBITDA (Non-GAAP) $ 584  $ 315  85  % $ 806 $ 208 F
Adjusted EBITDA margin (Non-GAAP) 6.4  % 2.5  % 3.9 pts 4.6  % 0.1  % 4.5 pts
Adjusted organic EBITDA margin (Non-GAAP) 7.2  % 4.0  % 3.2 pts 5.3  % 1.4  % 3.9 pts

Refer to “Capital Resources and Liquidity” for discussion of free cash flow*.

CONTROLS AND PROCEDURES. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of June 30, 2024, and (ii) no change in internal control over financial reporting occurred during the quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

Prior to April 2, 2024, GE Vernova relied on certain business processes and internal controls over financial reporting performed by GE. In connection with the Spin-Off, responsibility for these processes and internal controls were transferred from GE to GE Vernova personnel, including internal controls and processes related to information technology, treasury, human resources (including payroll and benefit plan administration), taxes, external financial reporting, legal, and oversight functions such as corporate governance. The Company has revised and adopted policies, procedures and processes, as needed, to meet regulatory requirements applicable to a standalone public company and will continue to identify, document, and evaluate key controls to provide reasonable assurance that our internal control over financial reporting is effective.

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, have paid approximately $0.3 million in fines to date in connection with the infringement notices. Discussions with DCCEEW regarding a court-issued civil penalty order are pending. Refer to Legal Matters in Note 22 to the consolidated and combined financial statements for additional information relating to legal matters.































*Non-GAAP Financial Measure
2024 2Q FORM 10-Q 16



CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED) Three months ended June 30 Six months ended June 30
(In millions, except per share amounts) 2024 2023 2024 2023
Sales of equipment $ 4,194  $ 4,388  $ 7,811  $ 7,877 
Sales of services 4,010  3,732  7,652  7,065 
Total revenues 8,204  8,119  15,463  14,941 
Cost of equipment 3,853  4,621  7,545  8,196 
Cost of services 2,649  2,352  5,066  4,680 
Gross profit 1,702  1,147  2,852  2,065 
Selling, general, and administrative expenses 938  1,272  2,140  2,458 
Research and development expenses 237  216  474  418 
Operating income (loss) 527  (341) 238  (811)
Interest and other financial charges – net 60  (21) 46  (42)
Non-operating benefit income 134  143  269  282 
Other income (expense) – net (Note 19)
881  193  954  129 
Income (loss) before income taxes 1,602  (27) 1,507  (442)
Provision (benefit) for income taxes (Note 15)
322  122  333  53 
Net income (loss) 1,280  (149) 1,174  (495)
Net loss (income) attributable to noncontrolling interests 14  (2) (10) 30 
Net income (loss) attributable to GE Vernova $ 1,294  $ (150) $ 1,164  $ (465)
Earnings (loss) per share attributable to GE Vernova (Note 18):
Basic $ 4.72  $ (0.55) $ 4.25  $ (1.70)
Diluted $ 4.65  $ (0.55) $ 4.22  $ (1.70)
Weighted-average number of common shares outstanding:
Basic 274 274 274 274
Diluted 278 274 276 274

2024 2Q FORM 10-Q 17


CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(In millions, except share and per share amounts) June 30, 2024 December 31, 2023
Cash, cash equivalents, and restricted cash $ 5,779  $ 1,551 
Current receivables – net (Note 4)
6,419  7,409 
Due from related parties (Note 24)
12  80 
Inventories, including deferred inventory costs (Note 5)
9,346  8,253 
Current contract assets (Note 9)
8,702  8,339 
All other current assets (Note 10)
463  352 
Assets of business held for sale (Note 3)
—  1,444 
  Current assets 30,722  27,428 
Property, plant, and equipment – net (Note 6)
5,168  5,228 
Goodwill (Note 8)
4,354  4,437 
Intangible assets – net (Note 8)
925  1,042 
Contract and other deferred assets (Note 9)
614  621 
Equity method investments (Note 11)
2,405  3,555 
Deferred income taxes (Note 15)
1,383  1,582 
All other assets (Note 10)
2,480  2,228 
Total assets
$ 48,052  $ 46,121 
Accounts payable and equipment project payables (Note 12)
$ 7,841  $ 7,900 
Due to related parties (Note 24)
44  532 
Contract liabilities and deferred income (Note 9)
16,536  15,074 
All other current liabilities (Note 14)
4,644  4,352 
Liabilities of business held for sale (Note 3)
—  1,448 
  Current liabilities 29,065  29,306 
Deferred income taxes (Note 15)
674  382 
Non-current compensation and benefits
3,224  3,273 
All other liabilities (Note 14)
5,040  4,780 
Total liabilities
38,003  37,741 
Commitments and contingencies (Note 22)
Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 274,701,743 shares issued and outstanding as of June 30, 2024
— 
Additional paid-in capital 8,801  — 
Retained earnings 1,294  — 
Net parent investment —  8,051 
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 16)
(1,031) (635)
Total equity attributable to GE Vernova 9,067  7,416 
Noncontrolling interests 982  964 
Total equity 10,049  8,380 
Total liabilities and equity
$ 48,052  $ 46,121 


2024 2Q FORM 10-Q 18


CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED) Six months ended June 30
(In millions) 2024 2023
Net income (loss) $ 1,174  $ (495)
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note 6)
379  347 
Amortization of intangible assets (Note 8)
126  123 
(Gains) losses on purchases and sales of business interests (851) (95)
Principal pension plans – net (Note 13)
(186) (202)
Other postretirement benefit plans – net (Note 13)
(121) (163)
Provision (benefit) for income taxes (Note 15)
333  53 
Cash recovered (paid) during the year for income taxes (173) (12)
Changes in operating working capital:
Decrease (increase) in current receivables 683  282 
Decrease (increase) in due from related parties (6) (1)
Decrease (increase) in inventories, including deferred inventory costs (1,288) (1,165)
Decrease (increase) in current contract assets (408) (5)
Increase (decrease) in accounts payable and equipment project payables 94  (86)
Increase (decrease) in due to related parties (384) 54 
Increase (decrease) in contract liabilities and current deferred income 1,596  788 
All other operating activities (430) (401)
Cash from (used for) operating activities 535  (978)
Additions to property, plant, and equipment and internal-use software (374) (283)
Dispositions of property, plant, and equipment 13  44 
Purchases of and contributions to equity method investments (108) (40)
Sales of and distributions from equity method investments 31  33 
Proceeds from principal business dispositions 639  — 
All other investing activities 51  (196)
Cash from (used for) investing activities 252  (441)
Net increase (decrease) in borrowings of maturities of 90 days or less (23) 29 
Transfers from (to) Parent 2,964  959 
All other financing activities (36) (46)
Cash from (used for) financing activities 2,904  942 
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash (66)
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within businesses held for sale
3,625  (468)
Less: Net increase (decrease) in cash classified within businesses held for sale (603) (21)
Increase (decrease) in cash, cash equivalents, and restricted cash 4,228  (447)
Cash, cash equivalents, and restricted cash at beginning of year 1,551  2,067 
Cash, cash equivalents, and restricted cash as of June 30
$ 5,779  $ 1,620 
2024 2Q FORM 10-Q 19


CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Three months ended June 30 Six months ended June 30
(In millions) 2024 2023 2024 2023
Net income (loss) attributable to GE Vernova $ 1,294  $ (150) $ 1,164  $ (465)
Net loss (income) attributable to noncontrolling interests 14  (2) (10) 30 
Net income (loss) $ 1,280  $ (149) $ 1,174  $ (495)
Other comprehensive income (loss):
Currency translation adjustments – net of taxes
(117) 59  (106) 122 
Benefit plans – net of taxes
(271) (84) (340) 1,575 
Cash flow hedges – net of taxes
43  51  19 
Other comprehensive income (loss) $ (346) $ (23) $ (395) $ 1,715 
Comprehensive income (loss) $ 934  $ (171) $ 779  $ 1,220 
Comprehensive loss (income) attributable to noncontrolling interests (4) —  (11) 34 
Comprehensive income (loss) attributable to GE Vernova $ 930  $ (172) $ 767  $ 1,255 
















































2024 2Q FORM 10-Q 20



CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Common stock
(In millions)
Common shares outstanding Par value Additional paid-in capital Retained earnings Net parent investment Accumulated other comprehensive income (loss) – net Equity attributable to noncontrolling interests Total equity
Balances as of April 1, 2024
—  $ —  $ —  $ —  $ 9,659  $ (686) $ 1,007  $ 9,980 
Transfers from (to) Parent, including Spin-Off-related adjustments —  —  —  —  (944) —  —  (944)
Issuance of common stock in connection with the Spin-Off and reclassification of net parent investment 274  8,712  —  (8,715) —  —  — 
Issuance of common stock in connection with employee stock plans —  35  —  —  —  —  35 
Share-based compensation expense —  —  54  —  —  —  —  54 
Net income (loss) —  —  —  1,294  —  —  (14) 1,280 
Currency translation adjustments – net of taxes
—  —  —  —  —  (117) (1) (117)
Benefit plans – net of taxes —  —  —  —  —  (271) —  (271)
Cash flow hedges – net of taxes —  —  —  —  —  43  —  43 
Changes in equity attributable to noncontrolling interests —  —  —  —  —  —  (10) (10)
Balances as of June 30, 2024
275  $ $ 8,801  $ 1,294  $ —  $ (1,031) $ 982  $ 10,049 
Balances as of April 1, 2023
—  $ —  $ —  $ —  $ 9,199  $ 285  $ 928  $ 10,412 
Net income (loss) —  —  —  —  (150) —  (149)
Currency translation adjustments – net of taxes
—  —  —  —  —  61  (2) 59 
Benefit plans – net of taxes —  —  —  —  —  (84) —  (84)
Cash flow hedges – net of taxes —  —  —  —  —  — 
Transfers from (to) Parent —  —  —  —  562  —  —  562 
Changes in equity attributable to noncontrolling interests —  —  —  —  —  —  (1) (1)
Balances as of June 30, 2023
—  $ —  $ —  $ —  $ 9,611  $ 264  $ 927  $ 10,802 


2024 2Q FORM 10-Q 21


Common stock
(In millions)
Common shares outstanding Par value Additional paid-in capital Retained earnings Net parent investment Accumulated other comprehensive income (loss) – net Equity attributable to noncontrolling interests Total equity
Balances as of January 1, 2024 —  $ —  $ —  $ —  $ 8,051  $ (635) $ 964  $ 8,380 
Transfers from (to) Parent, including Spin-Off-related adjustments —  —  —  —  794  —  —  794 
Issuance of common stock in connection with the Spin-Off and reclassification of net parent investment 274  8,712  —  (8,715) —  —  — 
Issuance of common stock in connection with employee stock plans —  35  —  —  —  —  35 
Share-based compensation expense —  —  54  —  —  —  —  54 
Net income (loss) —  —  —  1,294  (130) —  10  1,174 
Currency translation adjustments – net of taxes
—  —  —  —  —  (106) —  (106)
Benefit plans – net of taxes —  —  —  —  —  (341) (340)
Cash flow hedges – net of taxes —  —  —  —  —  51  —  51 
Changes in equity attributable to noncontrolling interests —  —  —  —  —  — 
Balances as of June 30, 2024
275  $ $ 8,801  $ 1,294  $ —  $ (1,031) $ 982  $ 10,049 
Balances as of January 1, 2023 —  $ —  $ —  $ —  $ 12,106  $ (1,456) $ 957  $ 11,607 
Net income (loss) —  —  —  —  (465) —  (30) (495)
Currency translation adjustments – net of taxes
—  —  —  —  —  124  (2) 122 
Benefit plans – net of taxes —  —  —  —  —  1,577  (2) 1,575 
Cash flow hedges – net of taxes —  —  —  —  —  19  —  19 
Transfers from (to) Parent —  —  —  —  (2,030) —  —  (2,030)
Changes in equity attributable to noncontrolling interests —  —  —  —  —  — 
Balances as of June 30, 2023
—  $ —  $ —  $ —  $ 9,611  $ 264  $ 927  $ 10,802 































2024 2Q FORM 10-Q 22




NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization. On April 2, 2024 (the Distribution Date), General Electric Company, which now operates as GE Aerospace (GE or Parent) completed the previously announced spin-off (the Spin-Off) of GE Vernova (the Company, GE Vernova, our, we, or us). The Spin-Off was completed through a distribution of all the Company's outstanding common stock to holders of record of GE's common stock as of the close of business on March 19, 2024 (the Distribution), which resulted in the issuance of approximately 274 million shares of common stock. As a result of the Distribution, the Company became an independent public company. Our common stock is listed under the symbol “GEV” on the New York Stock Exchange. In connection with the Spin-Off, GE contributed cash of $515 million to GE Vernova to fund future operations and transferred restricted cash of $325 million to us such that the Company’s cash balance upon completion of the Spin-Off was approximately $4,200 million. See Note 22 for further information.

In connection with the Spin-Off, GE Vernova entered into several agreements with GE, including a separation and distribution agreement that sets forth certain agreements with GE regarding the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the Company and GE, including procedures with respect to claims subject to indemnification and related matters. Other agreements we entered into that govern aspects of our relationship with GE following the Spin-Off include:

•Transition Services Agreement – governs all matters relating to the provision of services between the Company and GE on a transitional basis. The services the Company receives include support for digital technology, human resources, supply chain, finance, and real estate services, among others, that are generally intended to be provided for a period no longer than two years following the Spin-Off.
•Tax Matters Agreement – governs the respective rights, responsibilities, and obligations between the Company and GE with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Distribution that would prevent the Distribution from qualifying as tax-free for U.S. federal income tax purposes, including limitations on our ability to pursue certain strategic transactions. The agreement specifies the portion of tax liability for which the Company will bear contractual responsibility, and the Company and GE will each agree to indemnify each other against any amounts for which such indemnified party is not responsible.
•Certain other agreements related to employee matters, trademark license, intellectual property, real estate matters, and framework investments.

Unless the context otherwise requires, references to the Company, GE Vernova, our, we, and us, refer to (i) GE’s renewable energy, power, and digital businesses prior to the Spin-Off and (ii) GE Vernova Inc. and its subsidiaries following the Spin-Off.

Basis of Presentation. For periods prior to the Spin-Off, the unaudited combined financial statements were derived from the consolidated financial statements and accounting records of GE, including the historical cost basis of assets and liabilities comprising the Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the historical accounting policies applied by GE. The unaudited combined financial statements do not purport to reflect what the results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate, stand-alone entity during the periods prior to the Spin-Off.

We have prepared the accompanying unaudited consolidated and combined financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted. These unaudited consolidated and combined financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations, and cash flows for the periods presented. These unaudited consolidated and combined financial statements should be read in conjunction with our audited combined financial statements, corresponding notes, and significant accounting policies for the year ended December 31, 2023, included in our information statement dated March 8, 2024, which was furnished as Exhibit 99.1 to a Current Report on Form 8-K furnished with the SEC on March 8, 2024 (the Information Statement). The information presented in tables throughout the footnotes is presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in millions.

All intercompany balances and transactions within the Company have been eliminated in the consolidated and combined financial statements. As described in Note 24, transactions between the Company and GE have been included in these consolidated and combined financial statements. Certain financing transactions with GE are deemed to have been settled immediately through Net parent investment in the Consolidated and Combined Statement of Financial Position and are accounted for as a financing activity in the Consolidated and Combined Statement of Cash Flows as Transfers from (to) Parent.

For periods prior to the Spin-Off, the Consolidated and Combined Statement of Financial Position reflects all of the assets and liabilities of GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity. Net parent investment represents GE’s historical investment in the Company and includes accumulated net income and losses attributable to the Company, and the net effect of transactions with GE and its subsidiaries.






2024 2Q FORM 10-Q 23


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates and Assumptions. The preparation of the consolidated and combined financial statements in conformity with U.S. GAAP requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions which affect reported amounts and related disclosures in the consolidated and combined financial statements. We believe these assumptions to be reasonable under the circumstances, and although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, financial position, and cash flows.

Estimates are used for, but are not limited to, determining revenues from contracts with customers, recoverability of inventory, long-lived assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and related valuation allowances, accruals for contingencies including legal, indemnifications, product warranties, and environmental, actuarial assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation of derivatives, and valuation of assets acquired and liabilities assumed as a result of acquisitions.

NOTE 3. DISPOSITIONS AND BUSINESSES HELD FOR SALE. During the second quarter of 2024, our Steam Power business completed the sale of part of its nuclear activities to Electricité de France S.A. (EDF). In connection with the disposition, we received net cash proceeds of $639 million, subject to customary working capital and other post-close adjustments. As a result, we recognized a pre-tax gain of $853 million (after-tax gain of $845 million), recorded in Other income (expense) – net in our Consolidated and Combined Statement of Income (Loss). See Notes 15, 16 and 19 for further information.

The major components of assets and liabilities of the business held for sale in the Company’s Consolidated and Combined Statement of Financial Position are summarized as follows:

ASSETS AND LIABILITIES OF BUSINESS HELD FOR SALE June 30, 2024 December 31, 2023
Cash and cash equivalents $ —  $ 603 
Current receivables, inventories, and contract assets —  551 
Property, plant, and equipment and intangibles – net —  237 
Other assets
—  53 
Assets of business held for sale $ —  $ 1,444 
Contract liabilities and deferred income $ —  $ 1,001 
Accounts payable and equipment project payables —  177 
Other liabilities —  270 
Liabilities of business held for sale
$ —  $ 1,448 

NOTE 4. CURRENT AND LONG-TERM RECEIVABLES

CURRENT RECEIVABLES – NET
June 30, 2024 December 31, 2023
Customer receivables $ 5,021  $ 5,952 
Non-income based tax receivables 1,071  1,048 
Supplier advances and other receivables 853  924 
Other receivables $ 1,923  $ 1,972 
Allowance for credit losses (525) (515)
Total current receivables – net $ 6,419  $ 7,409 

Activity in the allowance for credit losses related to current receivables for the six months ended June 30, 2024 and 2023 consists of the following:

ALLOWANCE FOR CREDIT LOSSES 2024 2023
Balance as of January 1 $ 515  $ 674 
Net additions (releases) charged to costs and expenses 19  (2)
Write-offs, net (9) (54)
Foreign exchange and other 10 
Balance as of June 30 $ 525  $ 628 

Sales of customer receivables. From time to time, the Company sells current or long-term receivables to third parties in response to customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer receivables to third parties and subsequently collected $550 million and $501 million in the six months ended June 30, 2024 and 2023, respectively. Within these programs, primarily related to our participation in customer-sponsored supply chain finance programs in Wind, the Company has no continuing involvement, fees associated with the transferred receivables are covered by the customer, and cash is received at the original invoice due date. Included in the sales of customer receivables in the six months ended June 30, 2023 was $77 million in our Gas Power business within our Power segment, primarily for risk mitigation purposes.

2024 2Q FORM 10-Q 24


LONG-TERM RECEIVABLES June 30, 2024 December 31, 2023
Long-term customer receivables $ 284  $ 316 
Supplier advances 225  243 
Non-income based tax receivables 107  136 
Other receivables 276  190 
Allowance for credit losses (177) (184)
Total long-term receivables – net $ 715  $ 701 

NOTE 5. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS
June 30, 2024 December 31, 2023
Raw materials and work in process
$ 5,300  $ 4,685 
Finished goods 2,809  2,514 
Deferred inventory costs(a) 1,237  1,054 
Inventories, including deferred inventory costs $ 9,346  $ 8,253 
(a) Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for revenue recognition have not yet been met.

NOTE 6. PROPERTY, PLANT, AND EQUIPMENT
June 30, 2024 December 31, 2023
Original cost $ 12,099  $ 11,907 
Less: Accumulated depreciation and amortization (7,580) (7,347)
Right-of-use operating lease assets 649  668 
Property, plant, and equipment – net $ 5,168  $ 5,228 

Depreciation and amortization related to property, plant, and equipment was $191 million and $170 million in the three months ended and $379 million and $347 million in the six months ended June 30, 2024 and 2023, respectively.

NOTE 7. LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position, were $693 million and $718 million as of June 30, 2024 and December 31, 2023, respectively. Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was $60 million and $83 million for three months ended and $135 million and $159 million for the six months ended June 30, 2024 and 2023, respectively. Our finance lease liabilities, included in All other current liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position, were $286 million and $311 million as of June 30, 2024 and December 31, 2023, respectively.

NOTE 8. ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS

Acquisitions. In the second quarter of 2023, our Gas Power business acquired Nexus Controls, a business specializing in aftermarket control system upgrades and controls field services.

GOODWILL Power Wind Electrification Total
Balance as of January 1, 2024
$ 308  $ 3,204  $ 925  $ 4,437 
Currency exchange and other (83) (3) (83)
Balance as of June 30, 2024
$ 311  $ 3,122  $ 921  $ 4,354 

We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates. In the second quarter of 2024, we did not identify any reporting units that required an interim impairment test.

Intangible assets. All intangible assets are subject to amortization. Intangible assets decreased $117 million during the six months ended June 30, 2024, primarily as a result of amortization. Amortization expense was $63 million and $68 million in the three months ended and $126 million and $123 million in the six months ended June 30, 2024 and 2023, respectively.

NOTE 9. CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME.
Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing of customers’ installed base.

Contract and other deferred assets increased $357 million in the six months ended June 30, 2024 primarily due to the timing of revenue recognition ahead of billing milestones on equipment and other service agreements and increased contractual service agreement assets related to our Gas Power business within our Power segment. Contract liabilities and deferred income increased $1,482 million in the six months ended June 30, 2024 primarily due to new collections received in excess of revenue recognition at Power, Wind, and Electrification. Net contractual service agreements increased primarily due to revenues recognized of $2,537 million, partially offset by billings of $2,300 million and net unfavorable changes in estimated profitability of $89 million.

2024 2Q FORM 10-Q 25


Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $5,283 million and $4,960 million for the six months ended June 30, 2024 and 2023, respectively.

CONTRACT AND OTHER DEFERRED ASSETS
As of June 30, 2024
Power Wind Electrification Total
Contractual service agreement assets $ 5,346  $ —  $ —  $ 5,346 
Equipment and other service agreement assets 1,696  595  1,065  3,356 
Current contract assets $ 7,042  $ 595  $ 1,065  $ 8,702 
Non-current contract and other deferred assets(a) 593  11  11  614 
Total contract and other deferred assets $ 7,635  $ 606  $ 1,076  $ 9,316 

As of December 31, 2023
Power Wind Electrification Total
Contractual service agreement assets $ 5,201  $ —  $ —  $ 5,201 
Equipment and other service agreement assets 1,679  392  1,067  3,138 
Current contract assets $ 6,880  $ 392  $ 1,067  $ 8,339 
Non-current contract and other deferred assets(a) 602  14  621 
Total contract and other deferred assets $ 7,482  $ 406  $ 1,072  $ 8,960 
(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental fixed or usage-based fees from servicing the equipment under contractual service agreements.

CONTRACT LIABILITIES AND DEFERRED INCOME
As of June 30, 2024
Power Wind Electrification Total
Contractual service agreement liabilities $ 1,806  $ —  $ —  $ 1,806 
Equipment and other service agreement liabilities 6,327  4,970  3,154  14,452 
Current deferred income 10  169  98  277 
Contract liabilities and current deferred income $ 8,143  $ 5,140  $ 3,252  $ 16,536 
Non-current deferred income 49  118  26  193 
Total contract liabilities and deferred income $ 8,192  $ 5,258  $ 3,278  $ 16,728 
As of December 31, 2023
Power Wind Electrification Total
Contractual service agreement liabilities $ 1,810  $ —  $ —  $ 1,810 
Equipment and other service agreement liabilities 5,732  4,819  2,352  12,903 
Current deferred income 20  228  113  361 
Contract liabilities and current deferred income $ 7,562  $ 5,047  $ 2,465  $ 15,074 
Non-current deferred income 48  90  35  173 
Total contract liabilities and deferred income $ 7,610  $ 5,137  $ 2,500  $ 15,247 

Remaining Performance Obligation. As of June 30, 2024, the aggregate amount of the contracted revenues allocated to our unsatisfied (or partially unsatisfied) performance obligations were $115,476 million. We expect to recognize revenue as we satisfy our remaining performance obligations as follows:
(1)Equipment-related remaining performance obligations of $41,561 million of which 47%, 69%, and 91% is expected to be recognized within 1, 2, and 5 years, respectively, and the remaining thereafter.
(2)Services-related remaining performance obligations of $73,915 million of which 17%, 52%, 77%, and 91% is expected to be recognized within 1, 5, 10, and 15 years, respectively, and the remaining thereafter. 

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

NOTE 10. CURRENT AND ALL OTHER ASSETS. All other current assets primarily include financing receivables, prepaid taxes and deferred charges, and derivative instruments (see Note 20). All other current assets increased $112 million for the six months ended June 30, 2024. All other assets primarily include pension surplus, long-term receivables (see Note 4), and prepaid taxes and deferred charges. All other assets increased $252 million in the six months ended June 30, 2024, primarily due to increases in pension assets and prepaid taxes and deferred charges.











2024 2Q FORM 10-Q 26



NOTE 11. EQUITY METHOD INVESTMENTS
Equity method
investment balance
Equity method income (loss)
Three months ended June 30 Six months ended June 30
June 30, 2024 December 31, 2023 2024 2023 2024 2023
Power $ 1,034  $ 1,003  $ 28  $ 34  $ 40  $ 45 
Wind 48  46  —  —  (3)
Electrification 824  788  12  24  42  37 
Corporate(a) 500  1,718  (40) (51) (38) (141)
Total $ 2,405  $ 3,555  $ $ $ 45  $ (63)
(a) In connection with the Spin-Off, GE retained renewable energy U.S. tax equity investments of $1,244 million in limited liability companies, which generate renewable energy tax credits, and any tax attributes from historical tax equity investing activity. Tax benefits related to these investments of $53 million were recognized during the three months ended March 31, 2024 and $55 million and $100 million were recognized during the three and six months ended June 30, 2023, respectively, in Provision (benefit) for income taxes in the Consolidated and Combined Statement of Income (Loss). In connection with GE retaining the renewable energy U.S. tax equity investments, we recognized a $136 million benefit related to deferred intercompany profit from historical equipment sales to the related investees in Cost of equipment in the Consolidated and Combined Statement of Income (Loss) during the three months ended June 30, 2024. See Note 23 for further information.

NOTE 12. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES
June 30, 2024 December 31, 2023
Trade payables $ 4,700  $ 4,701 
Supply chain finance programs 1,626  1,642 
Equipment project payables 1,057  1,096 
Non-income based tax payables 458  461 
Accounts payable and equipment project payables $ 7,841  $ 7,900 

We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE Vernova receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through these third-party programs were $1,791 million and $2,921 million for the six months ended June 30, 2024 and 2023, respectively.

NOTE 13. POSTRETIREMENT BENEFIT PLANS. GE Vernova sponsored plans, including those allocated to GE Vernova in connection with the Spin-Off, are presented in three categories: principal pension plans, other pension plans, and principal retiree benefit plans. Refer to Note 13 in the audited combined financial statements included in the Information Statement for further information for the year ended December 31, 2023.

The components of benefit plans cost (income) other than the service cost are included in the caption Non-operating benefit income in our Consolidated and Combined Statement of Income (Loss).

2024 2023
Three months ended June 30 Principal pension Other pension Principal retiree benefit Principal pension Other pension Principal retiree benefit
Service cost – operating $ $ $ $ $ $
Interest cost 139  56  140  62  10 
Expected return on plan assets (187) (82) —  (189) (87) — 
Amortization of net loss (gain) (45) (11) (54) (11)
Amortization of prior service cost (credit) (2) (15) (2) (15)
Curtailment/settlement gain —  (10) —  —  (2) — 
Non-operating benefit costs (income) $ (92) $ (30) $ (16) $ (102) $ (28) $ (16)
Net periodic expense (income) $ (85) $ (22) $ (15) $ (96) $ (21) $ (14)
2024 2Q FORM 10-Q 27


2024 2023
Six months ended June 30 Principal pension Other pension Principal retiree benefit Principal pension Other pension Principal retiree benefit
Service cost – operating $ 13  $ 16  $ $ 13  $ 16  $
Interest cost 274  113  18  281  123  21 
Expected return on plan assets (372) (166) —  (378) (173) — 
Amortization of net loss (gain) (92) 16  (21) (105) (23)
Amortization of prior service cost (credit) (3) (30) (3) (30)
Curtailment/settlement gain —  (10) —  —  (4) — 
Non-operating benefit costs (income) $ (186) $ (51) $ (32) $ (200) $ (55) $ (32)
Net periodic expense (income) $ (173) $ (34) $ (30) $ (188) $ (40) $ (28)

Defined Contribution Plan. Following the Spin-Off, GE Vernova now sponsors a defined contribution plan for its eligible U.S. employees that is similar to the corresponding GE-sponsored defined contribution plan that was in effect prior to the Spin-Off. Expenses associated with their participation in GE Vernova's plan beginning on April 2, 2024 and in GE's plan through April 1, 2024 and during 2023 represent the employer contributions for GE Vernova employees and were $45 million and $40 million for the three months ended and $81 million and $71 million for the six months ended June 30, 2024 and 2023, respectively.

NOTE 14. CURRENT AND ALL OTHER LIABILITIES. All other current liabilities primarily include liabilities related to employee compensation and benefits, equipment projects and other commercial liabilities, product warranties (see Note 22), restructuring liabilities (see Note 23), liabilities related to business disposition activities, and indemnifications in connection with the Spin-Off (see Note 22). All other current liabilities increased $293 million in the six months ended June 30, 2024, primarily due to liabilities related to business disposition activities and indemnification liabilities, partially offset by decreases in employee compensation and benefit liabilities. All other liabilities primarily include liabilities related to product warranties (see Note 22), legal liabilities (see Note 22), asset retirement obligations (see Note 22), operating lease liabilities (see Note 7), equipment projects and other commercial liabilities, and indemnifications in connection with the Spin-Off (see Note 22). All other liabilities increased $260 million in the six months ended June 30, 2024, primarily due to an increase in indemnification liabilities.

NOTE 15. INCOME TAXES. The Company’s income tax provision through March 31, 2024 was prepared based on a separate return basis. Following the Spin-off, the Company's income tax provision is prepared on a stand-alone basis.

Our effective tax rate was 20.1% for the three months ended June 30, 2024. The effective tax rate was lower than the U.S. statutory rate of 21% primarily due to a lower effective tax rate on a foreign pre-tax gain from the sale of a portion of Steam Power nuclear activities to EDF, partially offset by losses providing no tax benefit in certain jurisdictions, and an increase in income tax expense due to the reduction of certain U.S. tax attributes that are not part of the Company's stand-alone operations.

Our effective tax rate was 22.1% for the six months ended June 30, 2024. The effective tax rate was higher than the U.S. statutory rate of 21% primarily due to losses providing no tax benefit in certain jurisdictions, partially offset by a pre-tax gain with an insignificant tax impact from the sale of a portion of Steam Power nuclear activities to EDF.

We recorded an income tax expense on a pre-tax loss in the three and six months ended June 30, 2023 due to taxes in profitable jurisdictions and losses providing no tax benefit in other jurisdictions.

The Company's portion of income taxes for U.S. and certain foreign jurisdictions prior to the separation were deemed settled at the date of the Spin-Off. We recognized $287 million of foreign deferred tax liabilities transferred from GE related to separation activities. Refer to Note 1 for further information relating to the Tax Matters Agreement.

The OECD (Organization for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. Accordingly, we continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position. In 2024, we expect to incur insignificant tax expenses in connection with Pillar 2.


2024 2Q FORM 10-Q 28


NOTE 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

Currency translation adjustment Benefit plans Cash flow hedges Total AOCI
Balance as of April 1, 2024
$ (1,324) $ 604  $ 34  $ (686)
Transfer or allocation of benefit plans – net of taxes of $—, $(207), and $—
—  (207) —  (207)
AOCI before reclasses – net of taxes of $45, $25, and $—
(6) 33  36 
Reclasses from AOCI – net of taxes of $—, $(1), and $— (a)
(111) (74) (176)
Less: AOCI attributable to noncontrolling interests (1) —  —  (1)
Balance as of June 30, 2024
$ (1,441) $ 333  $ 77  $ (1,031)
Balance as of April 1, 2023
$ (1,381) $ 1,692  $ (26) $ 285 
Transfer or allocation of benefit plans – net of taxes of $—, $(2), and $—
—  (4) —  (4)
AOCI before reclasses – net of taxes of $6, $(32), and $—
59  (1) (3) 55 
Reclasses from AOCI – net of taxes of $—, $(1), and $—
—  (79) (73)
Less: AOCI attributable to noncontrolling interests (2) —  —  (2)
Balance as of June 30, 2023
$ (1,320) $ 1,608  $ (24) $ 264 
Balance as of January 1, 2024
$ (1,335) $ 674  $ 26  $ (635)
Transfer or allocation of benefit plans – net of taxes of $—, $(207), and $—
—  (207) —  (207)
AOCI before reclasses – net of taxes of $33, $10, and $— (b)
29  42 
Reclasses from AOCI – net of taxes of $—, $(2), and $— (a)
(111) (141) 22  (230)
Less: AOCI attributable to noncontrolling interests —  — 
Balance as of June 30, 2024
$ (1,441) $ 333  $ 77  $ (1,031)
Balance as of January 1, 2023
$ (1,445) $ 32  $ (43) $ (1,456)
Transfer or allocation of benefit plans – net of taxes of $—, $68, and $—
—  1,698  —  1,698 
AOCI before reclasses – net of taxes of $6, $(20), and $—
103  33  145 
Reclasses from AOCI – net of taxes of $—, $(1), and $—
18  (157) 11  (128)
Less: AOCI attributable to noncontrolling interests (2) (2) —  (4)
Balance as of June 30, 2023
$ (1,320) $ 1,608  $ (24) $ 264 
(a) The total reclassification of accumulated other comprehensive income (loss) included $111 million of currency translation adjustment related to the sale of a portion of Steam Power nuclear activities to EDF. See Notes 3 and 19 for further information.
(b) Currency translation adjustment includes $39 million of accumulated other comprehensive income (loss) allocated to GE Vernova in connection with the Spin-Off.

Common Stock. On April 2, 2024, the Company began trading as an independent, publicly traded company under the stock symbol “GEV” on the New York Stock Exchange. On April 2, 2024, there were 274,085,523 shares of GE Vernova common stock outstanding. On June 30, 2024, there were 274,701,743 shares of GE Vernova common stock outstanding.

NOTE 17. SHARE-BASED COMPENSATION. We grant stock options, restricted stock units (RSUs), and performance share units (PSUs) to employees under the 2024 Long-Term Incentive Plan (LTIP). The Compensation and Human Capital Committee of the Board of Directors approves grants under the LTIP. Under the LTIP, we are authorized to issue up to approximately 25 million shares. We record compensation expense for awards expected to vest over the vesting period. We estimate forfeitures based on experience and adjust expense to reflect actual forfeitures. When options are exercised, RSUs vest, and PSUs are earned, we issue shares from authorized unissued common stock.

Stock options provide awardees the opportunity to purchase shares of GE Vernova common stock in the future at the market price of our common stock on the date the award is granted (the strike price). The options become exercisable over the vesting period, typically becoming fully vested in either 3 or 4 years from the date of grant, and generally expire 10 years from the grant date if not exercised. RSUs entitle the awardee to receive shares of GE Vernova common stock upon vesting. PSUs entitle an awardee to receive shares of GE Vernova common stock upon certification by the Company's Compensation and Human Capital Committee of the level of performance achievement of the applicable performance metrics over a defined performance period. We value stock options using a Black-Scholes option pricing model, RSUs using the market price of our common stock on the grant date, and PSUs using the market price of our common stock on the grant date and a Monte Carlo simulation as needed based on performance metrics.

The following tables provide the weighted average fair value of options, RSUs, and PSUs granted to employees during the three months ended June 30, 2024 and the related stock option valuation assumptions used in the Black-Scholes model.

WEIGHTED AVERAGE GRANT DATE FAIR VALUE
(In dollars) June 30, 2024
Stock options $ 69.56 
RSUs 166.35 
PSUs 160.85 

2024 2Q FORM 10-Q 29


KEY ASSUMPTIONS USED IN THE BLACK-SCHOLES VALUATION FOR STOCK OPTIONS June 30, 2024
Risk-free interest rate 4.3  %
Dividend yield — 
Expected volatility 30  %
Expected term (in years) 6.8
Strike price (in dollars) $170.03

For new awards granted in 2024, the expected volatility was derived from a peer group’s blended historical and implied volatility as GE Vernova does not have sufficient historical volatility based on the expected term of the underlying options. The expected term of the stock options was determined using the simplified method. The risk-free interest rate was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options.

SHARE-BASED COMPENSATION ACTIVITY Stock options RSUs
Shares (in thousands) Weighted average exercise price (in dollars) Weighted average contractual term (in years) Intrinsic value (in millions) Shares (in thousands) Weighted average grant date fair value (in dollars) Weighted average vesting period (in years) Intrinsic value (in millions)
Outstanding at April 2, 2024(a)
2,514  $ 101.32  3,797  $ 59.34 
Granted 1,450  170.03  653  166.35 
Exercised (412) 121.40  (288) 59.14 
Forfeited —  —  (38) 64.78 
Expired (9) 123.71  N/A N/A
Outstanding at June 30, 2024
3,544  $ 127.04  6.0 $ 158  4,124  $ 76.76  1.4 $ 707 
Exercisable at June 30, 2024
1,964  $ 99.28  3.0 $ 142  N/A N/A N/A N/A
Expected to vest 1,078  $ 158.76  9.7 $ 14  3,771  $ 75.21  1.3 $ 647 
(a) On April 2, 2024, the Company began trading as an independent, publicly traded company under the stock symbol “GEV” on the New York Stock Exchange. The shares outstanding as of April 2, 2024 pertain to GE equity-based awards issued by GE in prior periods to employees of the Company that were converted to GE Vernova equity-based awards as part of the Spin-Off. The conversion to GE Vernova awards was considered a modification of the original award. Incremental fair value recognized was immaterial.

Total outstanding target PSUs as of June 30, 2024 were 1,162 thousand shares with a weighted average fair value of $142.60. The intrinsic value and weighted average vesting period of PSUs outstanding were $199 million and 1.9 years, respectively.

Share-based compensation expense is recognized within Cost of equipment, Cost of services, Selling, general, and administrative expenses, and Research and development expenses, as appropriate, in the Consolidated and Combined Statement of Income (Loss).

SHARE-BASED COMPENSATION EXPENSE Three months ended June 30, 2024
Share-based compensation expense (pre-tax) $ 54 
Income tax benefits (14)
Share-based compensation expense (after-tax) $ 40 

OTHER SHARE-BASED COMPENSATION DATA June 30, 2024
Unrecognized compensation expense as of June 30, 2024(a)
$ 330 
Cash received from stock options exercised for the three months ended June 30, 2024
50 
Intrinsic value of stock options exercised and RSUs/PSUs vested in the three months ended June 30, 2024
71 
(a) Amortized over a weighted average period of 1.3 years.

NOTE 18. EARNINGS PER SHARE INFORMATION. On April 2, 2024, there were approximately 274 million shares of GE Vernova common stock outstanding. The computation of basic and diluted earnings (loss) per common share for all periods through April 1, 2024 was calculated using 274 million common shares and is net of Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, there were no dilutive equity instruments as there were no equity awards of GE Vernova outstanding prior to the Spin-Off. The dilutive effect of outstanding stock options, restricted stock units, and performance share units is reflected in the denominator for diluted EPS using the treasury stock method.
2024 2Q FORM 10-Q 30


Three months ended June 30 Six months ended June 30
(In millions, except per share amounts) 2024 2023 2024 2023
Numerator:
Net income (loss) $ 1,280  $ (149) $ 1,174  $ (495)
Net loss (income) attributable to noncontrolling interests 14  (2) (10) 30 
Net income (loss) attributable to GE Vernova $ 1,294  $ (150) $ 1,164  $ (465)
Denominator:
Basic weighted-average shares outstanding 274  274  274  274 
Dilutive effect of common stock equivalents —  — 
Diluted weighted-average shares outstanding 278  274  276  274 
Basic earnings (loss) per share $ 4.72  $ (0.55) $ 4.25  $ (1.70)
Diluted earnings (loss) per share $ 4.65  $ (0.55) $ 4.22  $ (1.70)
Antidilutive securities(a) —  — 
(a) Diluted earnings (loss) per share excludes certain shares issuable under share-based compensation plans because the effect would have been antidilutive.

NOTE 19. OTHER INCOME (EXPENSE) – NET
Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Equity method investment income (loss) (Note 11)
$ $ $ 45  $ (63)
Net interest and investment income (loss) 21  17  27  26 
Purchases and sales of business interests(a) 855  93  851  95 
Derivative instruments (Note 20)
(10) (4) (13) (26)
Licensing income 62  13  72 
Other – net 12  17  30  25 
Total other income (expense) – net $ 881  $ 193  $ 954  $ 129 
(a)Included a pre-tax gain of $853 million related to the sale of a portion of Steam Power nuclear activities to EDF in the three and six months ended June 30, 2024. See Notes 3, 15 and 16 for further information.

NOTE 20. FINANCIAL INSTRUMENTS

Loans and Other Receivables. The Company’s financial assets not carried at fair value primarily consist of loan receivables and non-current customer and other receivables. The net carrying amount was $498 million and $328 million as of June 30, 2024 and December 31, 2023, respectively. The estimated fair value was $495 million and $324 million as of June 30, 2024 and December 31, 2023, respectively. All of these assets are considered to be Level 3.

Derivatives and Hedging. Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The Company does not enter into or hold derivative instruments for speculative trading purposes.

We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities. These contracts are generally one to ten months in duration but with maximum remaining maturities of up to 15 years as of June 30, 2024.

Cash Flow Hedges. The total amount in AOCI related to cash flow hedges was a net $77 million gain as of June 30, 2024, of which a net gain of $34 million related to our share of AOCI recognized at our non-consolidated joint ventures. We expect to reclassify $51 million of pre-tax net losses associated with designated cash flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted transactions. The Company reclassified net gains (losses) from AOCI into earnings of $(9) million and $(6) million for the three months ended and $(22) million and $(11) million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the maximum length of time over which we are hedging forecasted transactions was approximately 11 years.

Net Investment Hedges. We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non USD-functional subsidiaries and/or equity method investees. The total amount in AOCI related to net investment hedges was a net gain of $34 million as of June 30, 2024.









2024 2Q FORM 10-Q 31






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

GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS

As of June 30, 2024
Gross Notional All other current assets All other assets All other current liabilities All other liabilities
Foreign currency exchange contracts accounted for as hedges
$ 4,728  $ 50  $ 129  $ 40  $ 54 
Foreign currency exchange contracts 35,250  303  119  307  134 
Commodity and other contracts 455  16  17 
Derivatives not accounted for as hedges $ 35,706  $ 318  $ 136  $ 316  $ 136 
Total gross derivatives $ 40,434  $ 368  $ 264  $ 357  $ 190 
Netting adjustment(a) $ (271) $ (132) $ (269) $ (132)
Net derivatives recognized in the Consolidated and Combined Statement of Financial Position $ 97  $ 133  $ 88  $ 59 
As of December 31, 2023
Foreign currency exchange contracts accounted for as hedges
$ 5,035  $ 39  $ 91  $ 28  $ 41 
Foreign currency exchange contracts 33,832  361  169  364  142 
Commodity and other contracts 476  10  16 
Derivatives not accounted for as hedges $ 34,308  $ 371  $ 177  $ 380  $ 143 
Total gross derivatives $ 39,343  $ 410  $ 268  $ 408  $ 184 
Netting adjustment(a) $ (334) $ (150) $ (334) $ (150)
Net derivatives recognized in the Consolidated and Combined Statement of Financial Position $ 76  $ 118  $ 74  $ 34 
(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts include fair value adjustments related to our own and counterparty non-performance risk.

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

Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Cash flow hedges $ 23  $ $ 36  $ 11 
Net investment hedges (4)

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

2024
Three months ended June 30 Sales of equipment and services Cost of equipment and services Selling, general, and administrative expenses Other income (expense) – net
Total amount of income and expense in the Consolidated and Combined Statement of Income (Loss) $ 8,204  $ 6,502  $ 938  $ 881 
Foreign currency exchange contracts (4) —  — 
Interest rate contracts —  —  —  — 
Effects of cash flow hedges $ (4) $ $ —  $ — 
Foreign currency exchange contracts (6) (12) (39) (10)
Commodity and other contracts —  (5) (4) — 
Effect of derivatives not designated as hedges $ (6) $ (18) $ (43) $ (10)
2024 2Q FORM 10-Q 32






2023
Three months ended June 30 Sales of equipment and services Cost of equipment and services Selling, general, and administrative expenses Other income (expense) – net
Total amount of income and expense in the Consolidated and Combined Statement of Income (Loss) $ 8,119  $ 6,973  $ 1,272  $ 193 
Foreign currency exchange contracts (1) —  — 
Interest rate contracts —  —  —  (2)
Effects of cash flow hedges $ (1) $ $ —  $ (2)
Foreign currency exchange contracts (1) 54  (31) (4)
Commodity and other contracts —  14  — 
Effect of derivatives not designated as hedges $ (1) $ 68  $ (31) $ (3)
2024
Six months ended June 30 Sales of equipment and services Cost of equipment and services Selling, general, and administrative expenses Other income (expense) – net
Total amount of income and expense in the Consolidated and Combined Statement of Income (Loss) $ 15,463  $ 12,611  $ 2,140  $ 954 
Foreign currency exchange contracts (7) 14  —  — 
Interest rate contracts —  —  —  — 
Effects of cash flow hedges $ (7) $ 14  $ —  $ — 
Foreign currency exchange contracts (6) 17  (44) (13)
Commodity and other contracts —  (5) (15) — 
Effect of derivatives not designated as hedges $ (6) $ 12  $ (59) $ (13)
2023
Six months ended June 30 Sales of equipment and services Cost of equipment and services Selling, general, and administrative expenses Other income (expense) – net
Total amount of income and expense in the Consolidated and Combined Statement of Income (Loss) $ 14,941  $ 12,876  $ 2,458  $ 129 
Foreign currency exchange contracts (6) —  — 
Interest rate contracts —  —  —  (2)
Effects of cash flow hedges $ (6) $ $ —  $ (2)
Foreign currency exchange contracts —  81  (31) (26)
Commodity and other contracts —  25  — 
Effect of derivatives not designated as hedges $ —  $ 106  $ (31) $ (25)
The amount excluded for cash flow hedges was a gain (loss) of $10 million and $(5) million for the three months ended and $11 million and $(9) million for the six months ended June 30, 2024 and 2023, respectively. This amount is recognized in Sales of equipment, Sales of services, Cost of equipment, and Cost of services in our Consolidated and Combined Statement of Income (Loss).

NOTE 21. VARIABLE INTEREST ENTITIES. In our Consolidated and Combined Statement of Financial Position, we have assets of $77 million and $122 million and liabilities of $119 million and $156 million as of June 30, 2024 and December 31, 2023, respectively, from consolidated variable interest entities (VIEs). These entities were created to help our customers facilitate or finance the purchase of GE Vernova equipment and services, and to manage our insurance exposure through an insurance captive, and have no features that could expose us to losses that would significantly exceed the difference between the consolidated assets and liabilities.

Our investments in unconsolidated VIEs were $114 million and $1,323 million as of June 30, 2024 and December 31, 2023, respectively. Of these investments, $59 million and $1,272 million as of June 30, 2024 and December 31, 2023, respectively, were owned by our Financial Services business. At December 31, 2023, these investments were substantially all related to renewable energy U.S. tax equity investments that were subsequently retained by GE in connection with the Spin-Off. See Note 11 for further information. Our maximum exposure to loss in respect of unconsolidated VIEs is increased by our commitments to make additional investments in these entities described in Note 22.

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

Commitments. We had total investment commitments of $70 million and unfunded lending commitments of $68 million at June 30, 2024. The commitments primarily consist of obligations to make investments or provide funding by our Financial Services and Gas Power businesses. See Note 21 for further information.

Guarantees. As of June 30, 2024, we were committed under the following guarantee arrangements:

2024 2Q FORM 10-Q 33






Credit support. We have provided $726 million of credit support on behalf of certain customers or associated companies, predominantly joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to support our consolidated subsidiaries. The liability for such credit support was $6 million. In addition, prior to the Spin-Off, GE provided parent company guarantees to GE Vernova in certain jurisdictions. See Note 24 for further information.

Indemnification agreements. We have $905 million of indemnification commitments, including obligations arising from the Spin-Off, our commercial contracts, and agreements governing the sale of business assets, for which we recorded a liability of $698 million. The liability is primarily associated with cash and deposits of which $325 million is cash transferred to the Company from GE as part of the Spin-Off that is restricted in connection with certain legal matters related to legacy GE operations. The liability reflects the use of these funds to settle any associated obligations and the return of any remaining cash to GE in a future reporting period once resolved. In addition, the liability includes $303 million of indemnifications in connection with agreements entered into with GE related to the Spin-Off, including the tax matters agreement.

Product Warranties. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts provided. The liability for product warranties was $1,292 million and $1,414 million as of June 30, 2024 and December 31, 2023, respectively.

Legal Matters. In the normal course of our business, we are involved from time to time in various arbitrations, class actions, commercial litigation, investigations, and other legal, regulatory, or governmental actions, including the significant matters described below that could have a material impact on our results of operations. In many proceedings, including the specific matters described below, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other parties, and other factors that may have a material effect on the outcome. For these matters, unless otherwise specified, we do not believe it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated.

Alstom Legacy Legal Matters. In November 2015, we acquired the power and grid businesses of Alstom, which prior to the acquisition was the subject of significant cases involving anti-competitive activities and improper payments. The estimated liability balance was $327 million and $393 million at June 30, 2024 and December 31, 2023, respectively, for legal and compliance matters related to the legacy business practices that were the subject of cases in various jurisdictions. Allegations in these cases relate to claimed anti-competitive conduct or improper payments in the pre-acquisition period as the source of legal violations or damages. Given the significant litigation and compliance activity related to these matters and our ongoing efforts to resolve them, it is difficult to assess whether the disbursements will ultimately be consistent with the estimated liability established. The estimation of this liability may not reflect the full range of uncertainties and unpredictable outcomes inherent in litigation and investigations of this nature, and at this time we are unable to develop a meaningful estimate of the range of reasonably possible additional losses beyond the amount of this estimated liability. Factors that can affect the ultimate amount of losses associated with these and related matters include formulas for determining disgorgement, fines and/or penalties, the duration and amount of legal and investigative resources applied, political and social influences within each jurisdiction, and tax consequences of any settlements or previous deductions, among other considerations. Actual losses arising from claims in these and related matters could exceed the amount provided.

In June 2024, we executed a settlement agreement with the Government of the Kingdom of Saudi Arabia, represented by The Ministry of Energy (MOE) in connection with certain Alstom steam power construction projects with Saudi Electric Company (SE) won between 1998 and 2008. In November 2015, prior to its acquisition by GE, Alstom had paid a fine and pled guilty to charges brought by the U.S. Department of Justice under the U.S. Foreign Corrupt Practices Act, including in relation to conduct related to two of these SE steam power projects. In December 2015, following the acquisition of Alstom by GE, SE contacted GE seeking recompense for alleged reputational damage and in December 2021, the Saudi Arabia National Anti-Corruption Commission became involved and initiated an investigation. The settlement of approximately $267 million consists of $141 million in cash payments to the MOE and the remainder as a credit note to SE, and releases GE Vernova, GE and their respective affiliates from civil and criminal liabilities related to this matter after the settlement obligations are met. Approximately $62 million of the cash settlement was paid in the second quarter and the remainder will be payable quarterly through September 2026.

Environmental and Asset Retirement Obligations. Our operations involve the use, disposal, and cleanup of substances regulated under environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental remediation activities and may incur additional liabilities in connection with previously remediated sites. Additionally, like many other industrial companies, we and our subsidiaries are defendants in various lawsuits related to alleged worker exposure to asbestos or other hazardous materials. Liabilities for environmental remediation, nuclear decommissioning, and worker exposure claims exclude possible insurance recoveries.

It is reasonably possible that our exposure will exceed amounts accrued. However, due to uncertainties about the status of laws, regulations, technology, and information related to individual sites and lawsuits, such amounts are not reasonably estimable. Our reserves related to environmental remediation and worker exposure claims recorded in All other liabilities were $136 million and $127 million as of June 30, 2024 and December 31, 2023, respectively.

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We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent nuclear decommissioning, legal obligations to return leased premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is measured at the present value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. Our asset retirement obligations were $588 million and $581 million as of June 30, 2024 and December 31, 2023, respectively, and are recorded in All other liabilities in our Consolidated and Combined Statement of Financial Position. Of these amounts, $522 million and $519 million were related to nuclear decommissioning obligations. Changes in the liability balance due to settlement, accretion, and revisions in fair value were not material for the six months ended June 30, 2024.

NOTE 23. RESTRUCTURING CHARGES AND SEPARATION COSTS

Restructuring and Other Charges. This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note 25 for further information.

RESTRUCTURING AND OTHER CHARGES Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Workforce reductions $ 35  $ 60  $ 111  $ 105 
Plant closures and associated costs and other asset write-downs 24  27  91  84 
Acquisition/disposition net charges and other 12  22 
Total restructuring and other charges $ 62  $ 99  $ 210  $ 211 
Cost of equipment and services $ 15  $ 26  $ 120  $ 58 
Selling, general, and administrative expenses 47  73  90  153 
Total restructuring and other charges $ 62  $ 99  $ 210  $ 211 
Power $ 48  $ 21  $ 97  $ 42 
Wind 13  69  102  121 
Electrification 17  35 
Other (6) (6) 13 
Total restructuring and other charges(a) $ 62  $ 99  $ 210  $ 211 
(a) Includes $23 million and $40 million for the three months ended and $93 million and $106 million for the six months ended June 30, 2024 and 2023, respectively, primarily in non-cash impairment, accelerated depreciation, and other charges not reflected in the liability table below.

Liabilities associated with restructuring activities were recorded in All other current liabilities, All other liabilities, and Non-current compensation and benefits.

RESTRUCTURING LIABILITIES 2024 2023
Balance as of January 1
$ 276  $ 283 
Additions 117  105 
Payments (135) (118)
Foreign exchange and other 88 
Balance as of June 30
$ 346  $ 273 

In addition to the continued impacts of ongoing initiatives, restructuring primarily included exit activities associated with the plan announced in October 2022 to undertake a restructuring program across our Wind businesses, primarily reflecting the selectivity strategy to operate in fewer markets and to simplify and standardize product variants. The estimated cost of this multi-year restructuring program was approximately $600 million, with the majority recognized in the first half of 2023. This plan was expanded during the third quarter of 2023 to include the consolidation of the global footprint and related resources at our Power businesses to better serve our customers.

Separation Costs. In connection with the Spin-Off, the Company recognized separation costs (benefits) of $(91) million for the three months ended June 30, 2024 in our Consolidated and Combined Statement of Income (Loss). Separation costs (benefits) include system implementations, advisory fees, one-time stock option grant, and other one-time costs, which are primarily recorded in Selling, general, and administrative costs. In addition, in connection with GE retaining certain renewable energy U.S. tax equity investments as part of the Spin-Off, the Company recognized a $136 million benefit related to deferred intercompany profit from historical equipment sales to the related investees, recorded in Cost of equipment. See Note 11 for further information.








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NOTE 24. RELATED PARTIES

Aero Alliance. Aero Alliance is our joint venture with Baker Hughes Company that supports our customers through the fulfillment of aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were $212 million and $156 million for the three months ended and $363 million and $273 million for the six months ended June 30, 2024 and 2023, respectively. The Company owed Aero Alliance $44 million and $34 million as of June 30, 2024 and December 31, 2023, respectively. These amounts have been recorded in Due to related parties on the Consolidated and Combined Statement of Financial Position.

Prolec GE. Prolec GE is our joint venture with Xignux, which manufactures a wide range of transformers available for generation, transmission, and distribution applications. To fund a historical acquisition, Prolec GE issued notes that included certain change in control provisions that allowed the note holders to accept prepayment of such notes by Prolec GE as a result of the GE Vernova Spin-Off. If some or all of the note holders accepted to receive prepayment of the outstanding notes, Prolec GE would have needed to refinance the notes. The Company may have been required to provide financing to Prolec GE to satisfy the prepayment conditions if other refinancing options had not been obtained prior to the note holders calling such notes. Prolec GE was able to refinance the notes that were subject to prepayment, thereby relieving GE Vernova of its funding commitment.

Financial Services Investments. Our Financial Services business invests in project infrastructure entities where we do not hold a controlling financial interest, including renewable tax equity vehicles. These entities generally purchase equipment from our Wind and Power segments, and we have recognized revenues of $121 million for the three months ended June 30, 2023 and $4 million and $142 million for the six months ended June 30, 2024 and 2023, respectively, for sales to these entities. Revenues for sales to these entities for the three months ended June 30, 2024 were not significant as GE retained the renewable energy U.S. tax equity investments. See Note 11 for further information.

Corporate Allocations. Prior to the Spin-Off, GE historically provided the Company with significant corporate, infrastructure, and shared services. Some of these services continue to be provided by GE to the Company on a temporary basis following the Spin-Off under the Transition Services Agreement. Accordingly, for periods prior to the Spin-Off, certain GE Corporate Costs have been charged to the Company based on allocation methodologies as follows:

a.Centralized services such as public relations, investor relations, treasury and cash management, executive management, security, government relations, community outreach, and corporate internal audit services were charged to the Company on a pro rata basis of GE’s estimates of each business’s usage at the beginning of the fiscal year and were recorded in Selling, general, and administrative expenses. Costs of $19 million and $39 million for the three and six months ended June 30, 2023, respectively, were recorded in the Consolidated and Combined Statement of Income (Loss). Costs allocated to the Company for the three months ended March 31, 2024 were not significant as GE Vernova had established standalone capabilities for such services.

b.Information technology, finance, insurance, research, supply chain, human resources, tax, and facilities activities were charged to the Company based on headcount, revenue, or other allocation methodologies. Costs for these services of $181 million and $364 million were charged to the Company for the three and six months ended June 30, 2023, respectively. Costs for these services of $100 million were charged to the Company for the three months ended March 31, 2024. Such costs are primarily included in Selling, general, and administrative expenses and Research and development expenses in the Consolidated and Combined Statement of Income (Loss).

c.Costs associated with employee medical insurance totaling $31 million and $59 million were charged for the three and six months ended June 30, 2023, respectively. Costs associated with employee medical insurance totaling $30 million were charged to the Company for the three months ended March 31, 2024. Costs were charged to the Company based on employee headcount and are recorded in Cost of equipment, Cost of services, Selling, general, and administrative expenses, or Research and development expenses in the Consolidated and Combined Statement of Income (Loss) based on the employee population.

Additionally, GE granted various employee benefits to its employees, including prior to the Spin-Off to those of the Company, under the GE Long-Term Incentive Plan. These benefits primarily included stock options and restricted stock units. Compensation expense associated with this plan was $26 million and $59 million for the three and six months ended June 30, 2023, respectively. Compensation expense associated with this plan was $34 million for the three months ended March 31, 2024. Such expense is included primarily in Selling, general, and administrative expenses in the Consolidated and Combined Statement of Income (Loss). These costs were charged directly to the Company based on the specific employees receiving awards.

Finally, while GE’s third-party debt had not been attributed to the Company, GE allocated a portion of interest expense related to its third-party debt for funding provided by GE to the Company for certain investments held by Financial Services. The interest was allocated based on the GE-funded ending net investment position each reporting period. Interest allocated was $10 million and $19 million for the three and six months ended June 30, 2023, respectively. Interest allocated was $7 million for the three months ended March 31, 2024. Such expense is included in Interest and other financial charges – net in the Consolidated and Combined Statement of Income (Loss).

Management believes that the expense and cost allocations were determined on a basis that is a reasonable reflection of the utilization of services provided or the benefit received by the Company. The amounts that would have been, or will be incurred, on a stand-alone basis could materially differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees, or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Company operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position, and cash flows could differ materially from the historical results presented herein.

2024 2Q FORM 10-Q 36






Parent Company Credit Support. GE provided the Company with parent credit support in certain jurisdictions. To support the Company 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 what were subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for some non-customer related activities of GE Vernova. There are no known instances historically where payments or performance from GE were required under parent company guarantees relating to GE Vernova customer contracts.

Transfer of Tax Credits to GE. Under the Inflation Reduction Act of 2022, which went into effect in 2023, we generate advanced manufacturing credits in our Wind business. These credits are transferable and are not reliant on a tax liability to be realized. We recognized advance manufacturing credits of $51 million and $65 million for the three months ended and $74 million and $92 million for the six months ended June 30, 2024 and 2023, respectively. During the first quarter of 2024, we received cash of $249 million from GE for credits generated since the credits became available in 2023.

NOTE 25. SEGMENT INFORMATION

The following table disaggregates total revenues to external customers for sales of equipment and sales of services by segment:

2024 2023
Three months ended June 30 Equipment Services Total Equipment Services Total
Power $ 1,284  $ 3,129  $ 4,413  $ 1,132  $ 2,961  $ 4,093 
Wind 1,660  393  2,052  2,243  355  2,598 
Electrification 1,246  475  1,721  1,011  415  1,426 
Other 13  17  — 
Total revenues $ 4,194  $ 4,010  $ 8,204  $ 4,388  $ 3,732  $ 8,119 

2024 2023
Six months ended June 30 Equipment Services Total Equipment Services Total
Power $ 2,468  $ 5,952  $ 8,420  $ 2,297  $ 5,577  $ 7,874 
Wind 2,887  799  3,686  3,657  691  4,348 
Electrification 2,450  878  3,328  1,919  796  2,715 
Other 23  30 
Total revenues $ 7,811  $ 7,652  $ 15,463  $ 7,877  $ 7,065  $ 14,941 

Intersegment sales were $119 million and $115 million for the three months ended and $197 million and $205 million for the six months ended June 30, 2024 and 2023, respectively. Intersegment revenues are recognized on the same basis of accounting as such revenue is recognized on a consolidated and combined basis.

TOTAL SEGMENT REVENUES BY BUSINESS UNIT Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Gas Power $ 3,459  $ 3,051  $ 6,500  $ 5,933 
Nuclear Power 222  212  450  434 
Hydro Power 182  220  363  397 
Steam Power 592  648  1,176  1,189 
Power $ 4,455  $ 4,131  $ 8,490  $ 7,953 
Onshore Wind $ 1,560  $ 2,174  $ 2,619  $ 3,597 
Offshore Wind 353  285  794  534 
LM Wind Power 149  142  288  221 
Wind $ 2,062  $ 2,601  $ 3,701  $ 4,352 
Grid Solutions $ 1,142  $ 966  $ 2,251  $ 1,801 
Power Conversion 313  217  548  400 
Electrification Software 223  213  428  431 
Solar & Storage Solutions 113  109  214  204 
Electrification $ 1,790  $ 1,505  $ 3,441  $ 2,836 
Total segment revenues $ 8,307  $ 8,237  $ 15,632  $ 15,140 




2024 2Q FORM 10-Q 37






SEGMENT EBITDA Three months ended June 30 Six months ended June 30
2024 2023 2024 2023
Power $ 613  $ 466  $ 958  $ 643 
Wind (117) (259) (289) (519)
Electrification 129  31  195 
$ 626  $ 238  $ 864  $ 125 
Corporate and other(a) (101) (35) (150) (107)
Restructuring and other charges (62) (93) (210) (203)
Purchases and sales of business interests 847  86  842  86 
Russia and Ukraine charges(b) —  (95) —  (95)
Separation (costs) benefits(c) 91  —  91  — 
Arbitration refund(d) 254  —  254  — 
Non-operating benefit income 134  143  269  282 
Depreciation and amortization(e) (237) (218) (445) (422)
Interest and other financial charges – net(f) 61  (8) 58  (16)
Benefit (provision) for income taxes (333) (167) (397) (145)
Net income (loss) $ 1,280  $ (149) $ 1,174  $ (495)
(a) Includes interest and other financial charges of $1 million and $13 million and benefit for income taxes of $11 million and $45 million for the three months ended June 30, 2024 and 2023, respectively, as well as interest and other financial charges of $11 million and $25 million and benefit for income taxes of $64 million and $92 million for the six months ended June 30, 2024 and 2023, respectively, related to the Financial Services business as this business is managed on an after-tax basis due to its strategic investments in renewable energy tax equity vehicles.
(b)     Related to pre-tax charges primarily from impairments of receivables, inventory, contract assets, and equity method investments directly resulting from the ongoing conflict between Russia and Ukraine and sanctions, primarily related to our Power business.
(c)    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. In addition, includes $136 million benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments.
(d) Represents cash refund received in connection with an arbitration proceeding, constituting the payments previously made to the Fund, and excludes $52 million related to the interest on such amounts that was recorded in Interest and other financial charges – net.
(e) Excludes depreciation and amortization expense related to Restructuring and other charges.
(f) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business operations primarily with customers.


2024 2Q FORM 10-Q 38






EXHIBITS

Exhibit 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).†+
Exhibit 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).
Exhibit 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).
Exhibit 10.1. Credit Agreement, dated as of March 26, 2024, among GE Vernova Inc. (f/k/a GE Vernova LLC), GE Albany Funding Unlimited Company and GE Funding Operations Co., Inc., as borrowers, the other subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, File No. 001-41966).+
Exhibit 10.2. Standby Letter of Credit and Bank Guarantee Agreement dated as of March 26, 2024, among GE Vernova Inc. (f/k/a GE Vernova LLC), as the borrower, the issuing banks party thereto and HSBC Bank USA, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, File No. 001-41966). +
Exhibit 10.3. Transition Services Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).+
Exhibit 10.4. Tax Matters Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+
Exhibit 10.5. Employee Matters Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†
Exhibit 10.6. Trademark License Agreement, dated March 31, 2024, by and between General Electric Company and GE Infrastructure Technology LLC (incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+
Exhibit 10.7. Real Estate Matters Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).+
Exhibit 10.8. Framework Investment Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Investment Advisers, LLC (incorporated by reference to Exhibit 10.6 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+
Exhibit 10.9. Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).
Exhibit 10.10. GE Vernova Inc. 2024 Long-Term Incentive Plan (filed herewith).*
Exhibit 10.11. GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the registrant’s Registration Statement on Form S-8 filed with the SEC on April 3, 2024, File No. 001-41966).*
Exhibit 10.12. GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the registrant’s Registration Statement on Form S-8 filed with the SEC on April 3, 2024. File No. 001-41966).*
Exhibit 10.13. Offer Letter with Kenneth Parks (incorporated by reference to Exhibit 10.11 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*
Exhibit 10.14. Offer Letter with Rachel Gonzalez (incorporated by reference to Exhibit 10.12 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).†*
Exhibit 10.15. Offer Letter with Steven Baert (incorporated by reference to Exhibit 10.13 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).†*
Exhibit 10.16. Employment Agreement with Maví Zingoni.(incorporated by reference to Exhibit 10.14 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966.)†*
Exhibit 10.17. Offer Letter with Jessica Uhl (incorporated by reference to Exhibit 10.16 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, File No. 001-41966).†*
Exhibit 10.18. Offer Letter with Victor Abate (incorporated by reference to Exhibit 10.17 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, File No. 001-41966).*
Exhibit 10.19. GE Energy Supplementary Pension Plan (incorporated by reference to Exhibit 10.16 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*
Exhibit 10.20. GE Energy Excess Benefits Plan (incorporated by reference to Exhibit 10.17 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*
Exhibit 10.21. Amended GE Vernova Annual Executive Incentive Plan (incorporated by reference to Exhibit 10.18 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*
Exhibit 10.22. GE Vernova Restoration Plan (incorporated by reference to Exhibit 10.19 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*
2024 2Q FORM 10-Q 39






Exhibit 10.23. GE Vernova U.S. Executive Severance Plan (incorporated by reference to Exhibit 10.20 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*
Exhibit 10.24. Form of Agreement for Restricted Stock Unit Grants to Nonemployee Directors under the Company’s 2024 Long-Term Incentive Plan, as of May 2024 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on May 17, 2024, File No. 001-41966).+*
Exhibit 10.25. Form of Agreement for Restricted Stock Unit Grants for Employees at or above Executive Director level under the Company’s 2024 Long-Term Incentive Plan, as of May 2024 (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on May 17, 2024, File No. 001-41966).+*
Exhibit 10.26. Form of Agreement for Stock Option Grants for Employees at or above Executive Director level under the Company’s 2024 Long-Term Incentive Plan, as of May 2024 (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed with the SEC on May 17, 2024, File No. 001-41966).+*
Exhibit 10.27. Form of Agreement for Performance Stock Unit Grants for Employees at or above Executive Director level under the Company’s 2024 Long-Term Incentive Plan, as of May 2024 (incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed with the SEC on May 17, 2024, File No. 001-41966).+*
Exhibit 10.28. Form of Agreement for Stock Option Grants for Employees at or above Executive Director level under the Company’s 2024 Long-Term Incentive Plan, as of June 2024 (filed herewith)+*
Exhibit 101. The following materials from GE Vernova Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated and Combined Statement of Income (Loss) for the three and six months ended June 30, 2024 and 2023, (ii) Consolidated and Combined Statement of Financial Position at June 30, 2024 and December 31, 2023, (iii) Consolidated and Combined Statement of Cash Flows for the six months ended June 30, 2024 and 2023, (iv) Consolidated and Combined Statement of Comprehensive Income (Loss) for the three and six months ended June 30, 2024 and 2023, (v) Consolidated and Combined Statement of Changes in Equity for the three and six months ended June 30, 2024 and 2023, and (vi) Notes to Consolidated and Combined Financial Statements.
Exhibit 104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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.

FORM 10-Q CROSS REFERENCE INDEX Page(s)
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
17-38
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
4-16
Item 3. Quantitative and Qualitative Disclosures About Market Risk
12, 31
Item 4. Controls and Procedures
Part II – OTHER INFORMATION 
Item 1. Legal Proceedings
16, 34-35
Item 1A. Risk Factors (a)
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities None
Item 4. Mine Safety Disclosures None
Item 5. Other Information (b)
Item 6. Exhibits
39-40
Signatures
(a) For a discussion of our risk factors, refer to "Risk Factors" included in the Information Statement dated March 8, 2024, which was furnished as Exhibit 99.1 to a Current Report on Form 8-K furnished with the Securities and Exchange Commission on March 8, 2024.
(b) 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, 2024.






2024 2Q FORM 10-Q 40







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 24, 2024 /s/ Matthew J. Potvin
Date Matthew J. Potvin
Vice President, Chief Accounting Officer and Controller
Principal Accounting Officer
2024 2Q FORM 10-Q 41
EX-10.10 2 gev2q202410qexhibit1010.htm EX-10.10 Document
Exhibit 10.10

GE VERNOVA INC. 2024 LONG-TERM INCENTIVE PLAN
Section I.Purpose
The purpose of this GE Vernova Inc. 2024 Long-Term Incentive Plan is to attract, retain and motivate employees, officers, non-employee directors and other service providers of GE Vernova Inc. (the “Company”). Stock- and performance-based compensation provided under this Plan is designed to align such individuals’ interests and efforts with those of the Company’s shareholders.
Section II.Definitions
As used in the Plan, the following terms shall have the meanings set forth below:
(a)“Act” means the Securities Exchange Act of 1934.
(b)“Affiliate” means any company or business entity (i) under the direct or indirect control of the Company or (ii) otherwise determined by the Committee to be an Affiliate for purposes of this Plan.
(c)“Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award, or any combination of these, granted to a Participant pursuant to the provisions of the Plan.
(d)“Award Agreement” means a written or electronic agreement or other instrument implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by the Participant (or both the Participant and an authorized representative of the Company), or in the form of certificates, notices or similar instruments as approved by the Committee and designated as such.
(e)“Board” means the Board of Directors of the Company.
(f)“Cause” has the meaning set forth in the Participant’s Award Agreement.
(g)“Change in Control” has the meaning set forth in the Participant’s Award Agreement.
(h)“Change in Control Price” means the amount determined by the Committee in its sole discretion based on the following clauses, whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Common Stock in any merger or consolidation, tender offer or exchange offer whereby a Change in Control takes place (ii) the per share Fair Market Value of the Common Stock immediately before the Change in Control, without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid therefor, or (iii) the value per share of the Common Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date of cancellation and surrender of such Awards. In the event that the consideration offered to shareholders of the Company in a Change in Control consists of anything other than cash, the Committee shall determine in its sole discretion the fair cash equivalent of such non-cash consideration.
(i)“Code” means the Internal Revenue Code of 1986, as amended.
(j)“Committee” means the Compensation Committee of the Board (or its successor), or such other committee as designated by the Board to administer the Plan.
(k)“Common Stock” means the common stock of the Company, $0.01 par value per share, or such other class or kind of shares or other securities as may be applicable under Section XV.



(l)“Company” means GE Vernova Inc. (a Delaware corporation) and, except as utilized in the definition of Change in Control, any successor corporation.
(m)“Disability” means, except as otherwise provided in an Award Agreement, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A determination of Disability shall be made by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances, and in this respect, Participants shall submit to an examination by a physician upon request by the Committee.
(n)“Dividend Equivalent” means an amount payable in cash or Common Stock, as determined by the Committee, equal to the dividends that would have been paid to the Participant if the share of Common Stock with respect to which the Dividend Equivalent relates had been owned by the Participant.
(o)“Eligible Person” means any employee, officer, non-employee director or other service provider of the Company or any of its Affiliates; provided, however, that Incentive Stock Options may only be granted to employees of the Company or any of its “subsidiary corporations” within the meaning of Section 424 of the Code.
(p)“FASB ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic 718 or any successor accounting standard.
(q)“Fair Market Value” means as of any date, (i) the closing sales price of a share of Common Stock as quoted on the New York Stock Exchange or such other source as the Committee deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which any sale is reported), or (ii) in the absence of an established market for the Common Stock, the value determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treasury Department regulation 1.409A-1(b)(5)(iv)(B) as the Committee deems appropriate.
(r)“Good Reason” has the meaning, if any, set forth in the Participant’s Award Agreement.
(s)“Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
(t)“Minimum Vesting Condition” means with respect to any Award, a condition that full vesting of (or lapsing of restrictions on) such Award does not occur until at least the first (1st) anniversary of the grant date.
(u)“Mirror Plans” means (i) the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan, (ii) the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan and (iii) the GE Vernova Inc. Mirror 1990 Long-Term Incentive Plan.
(v)“Nonqualified Stock Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
(w)“Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options.
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(x)“Other Stock-Based Award” means an Award granted to an Eligible Person as described in Section XI.
(y)“Participant” means any Eligible Person to whom Awards have been granted by the Committee and, if applicable, the authorized transferee of such individual.
(z)“Performance Award” means an Award described in Section XII pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for such performance period as specified in the Award Agreement.
(aa)“Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof, except that such term shall not include (i) the Company or any Affiliate, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(ab)“Plan” means this GE Vernova Inc. 2024 Long-Term Incentive Plan.
(ac)“Restricted Stock” means an Award or issuance of Common Stock the vesting and/or transferability of which is subject during specified periods of time to such terms and conditions (including continued employment or engagement or performance conditions) as the Committee determines.
(ad)“Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares of Common Stock (or cash payment in lieu thereof) is subject to such terms and conditions (including continued employment or engagement or performance conditions) as the Committee determines.
(ae)“Retirement” means, except as otherwise provided in an Award Agreement, attainment of age 60 and completion of five years of continuous employment. Continuous employment for the Plan means continuous employment with the Company, an Affiliate and General Electric Company or any of its affiliates that ended on the date of the Company’s spinoff from General Electric Company. If retirement at an earlier age than 60 is mandatory under applicable law, retirement shall mean the mandatory retirement date and completion of five years of continuous employment.
(af)“Separation from Service” or “Separates from Service” means a Termination of Employment or other cessation of service that constitutes a “separation from service” within the meaning of Section 409A of the Code.
(ag)“Spin-Off” means the spin-off of the Company by General Electric Company.
(ah)“Stock Appreciation Right” or “SAR” means a right that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date of grant.
(ai)“Substitute Awards” means Awards granted or Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted (or the right or obligation to make future awards) by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.
(aj)“Termination of Employment” means, except as otherwise provided in an Award Agreement or as otherwise determined by the Committee, ceasing to serve as an employee of the Company or an Affiliate or, with respect to a non-employee director or other service provider, ceasing to serve as such
    3


for the Company or an Affiliate; provided, however, that with respect to all or any Awards held by a Participant, the Committee may determine that (i) a leave of absence (including as a result of a Participant’s short-term or long-term disability or other medical leave) or employment on a less than full-time basis is considered a “Termination of Employment,” (ii) service as a member of the Board or other service provider to the Company or an Affiliate shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee of the Company or an Affiliate, or (iii) service as an employee of the Company or an Affiliate shall constitute continued service/employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider to the Company or an Affiliate. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or Affiliate that employs or engages a Participant, shall be deemed to result in a Termination of Employment with the Company or an Affiliate for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding. With respect to any Award that is subject to Section 409A of the Code, a Termination of Employment shall not be deemed to occur until such Participant’s Separation from Service.
Section III.Eligibility
Any Eligible Person is eligible for selection by the Committee to receive an Award.
Section IV.Effective Date and Termination of Plan
This Plan shall become effective on the date on which the Spin-Off occurs (the “Effective Date”). The Plan shall remain available for the grant of Awards until the 10th anniversary of the Effective Date; provided, however, that no Incentive Stock Option may be granted under this Plan after the 10th anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards granted prior to such termination.
Section V.Shares Subject to the Plan and to Awards
(a)Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan shall be 25,322,649 shares of Common Stock. The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to Awards outstanding at the time of any event described in Section XV shall be subject to adjustment as provided in Section XV. The shares of Common Stock issued under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market or in private transactions.
(b)Issuance of Shares. For purposes of Section V(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award and each share issued pursuant to an Award shall be counted against the limit in Section V(a) as one share. The aggregate number of shares available for issuance under this Plan at any time shall not be reduced by (i) shares subject to Awards that have been canceled, terminated, expired unexercised, forfeited or settled in cash or (ii) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award (including shares that were subject to an Award but were not issued or delivered as a result of the net settlement or net exercise of such Award); provided, however, that shares repurchased on the open market with the proceeds of an Option exercise shall not be available for issuance under this Plan.
(c)Mirror Plan Awards. Shares of Common Stock subject to awards granted under the Mirror Plans that are canceled, terminated, expire unexercised, forfeited or settled in cash following the Effective Date shall become available for issuance under this Plan on a one-for-one basis; provided, however, that shares of Common Stock subject to awards granted under the Mirror Plans that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of such awards shall not become available for issuance under this Plan.
    4


(d)Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that Awards using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (ii) shall only be made to individuals who were not employees or service providers of the Company or its Affiliates at the time of such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange, market or quotation system on which the Common Stock is traded, listed or quoted.
(e)Incentive Stock Option Limits. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to the aggregate share limit described in Section V(a), which number shall be calculated and adjusted pursuant to Section XV only to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock Option under Section 422 of the Code.
(f)Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based and cash compensation granted under this Plan or otherwise (excluding awards granted under the Mirror Plans) to any non-employee director (determined at the grant date and, for equity-based Awards, in accordance with FASB ASC Topic 718) shall not exceed $750,000 (U.S. dollars) during any calendar year.
Section VI.Administration of the Plan
(a)Administrator of the Plan. The Plan shall be administered by the Committee. To the maximum extent permissible under applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or more directors or officers of the Company (with the power to re-delegate such authority), and any such subcommittee (or its delegate) shall be treated as the Committee for all purposes under this Plan; provided, however, that no Award may be granted to an Eligible Person who is then subject to Section 16 of the Act in respect of the Company by any such subcommittee unless such subcommittee is composed solely of two or more “non-employee directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Act. The Committee may designate and delegate to one or more officers or employees of the Company or any Affiliate, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan.
(b)Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including:
(i)to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;
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(ii)to determine the Eligible Persons to which Awards shall be granted, if any, hereunder and the timing of any such Awards;
(iii)to prescribe and amend the terms of the Award Agreements, to grant Awards and to determine the terms and conditions thereof;
(iv)to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, vesting, exercise or settlement of any Award;
(v)to prescribe and amend the terms or form of any document or notice required to be delivered to the Company or the applicable Affiliate by Participants under this Plan;
(vi)to determine the extent to which adjustments are required pursuant to Section XV;
(vii)to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;
(viii)to approve corrections in the documentation or administration of any Award; and
(ix)to make all other determinations it deems necessary or advisable for the administration of this Plan.
The Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth in Section XIX: (i) waive or amend the operation of Plan provisions respecting vesting, exercise or settlement in connection with a Termination of Employment or Separation from Service, and/or (ii) waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe).
(c)Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of (or operation of) any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.
(d)Indemnification. Subject to requirements of applicable law, each individual who is or shall have been a member of the Board, the Committee or an officer or manager of the Company to whom authority was delegated in accordance with Section VI shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her; provided, that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
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Section VII.Plan Awards
(a)Terms Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time, and from time to time, prior to the termination of the Plan. Receipt of an Award does not obligate the Committee to provide future Awards to an Eligible Person. The terms and conditions of each Award shall be set forth in an Award Agreement that includes (other than for Restricted Stock) the time or times at or within which the shares of Common Stock or cash, as applicable, may be acquired from the Company and the consideration, if any, that must be paid. Such Award Agreement may contain, incorporate or reference such applicable terms and conditions described in this Plan and/or such other terms and conditions determined by the Committee consistent with its authority under this Plan. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms or interpretations. Accordingly, individual Award Agreements may vary.
(b)Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment or Separation from Service. Notwithstanding the foregoing, the Committee or its delegatee, in its sole discretion, may determine to accelerate the vesting of or waive any applicable forfeiture conditions in respect of an Award upon a Participant’s Termination of Employment or Separation from Service.
(c)Retirement Eligibility. Unless otherwise provided in an Award Agreement, if a Participant meets the requirements for Retirement prior to the final vesting date set forth in the Participant’s Award Agreement, then any unvested Awards shall vest as of the later of the first anniversary of the grant date of such Award or the date on which such requirements for Retirement are first met.
(d)Minimum Vesting Condition. Subject to Section XV, Awards shall be subject to the Minimum Vesting Condition; provided, however, that the Committee may, in its sole discretion (i) accelerate the vesting of Awards or otherwise lapse or waive the Minimum Vesting Condition upon (A) the Participant’s death or Disability, (B) other termination of employment, or (C) a Change in Control (subject to the requirements of Section XV), (ii) grant Awards that are not subject to the Minimum Vesting Condition with respect to 5% or less of the aggregate number of shares of Common Stock issued under this Plan (as set forth in Section V(a), as may be adjusted pursuant to Section V) and (iii) subject to Section V(f), grant Awards to non-employee directors that are not subject to the Minimum Vesting Condition.
(e)Acceleration. The Committee may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
(f)Rights of a Shareholder. Except as otherwise set forth in the applicable Award Agreement, a Participant shall have no rights as a shareholder (including voting rights) with respect to shares of Common Stock covered by an Award, other than Restricted Stock, until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Sections X(b), XI(b), XII or XV of this Plan or as otherwise provided by the Committee.
(g)Fractional Shares. The Committee, in its sole discretion, shall determine whether fractional shares of Common Stock may be issued pursuant to an Award or in settlement thereof and shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares. In addition, the Committee shall determine whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
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Section VIII.Options
(a)Grant, Term and Price. The grant, issuance, vesting, exercise or settlement of any Option shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event be greater than 10 years, except that the term of an Option (other than an Incentive Stock Option) shall be automatically extended if the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising the Option at the time of its scheduled expiration, in which case the Option shall expire on the 30th day following the date such prohibition no longer applies. The Committee will establish the price at which Common Stock may be purchased upon exercise of an Option, which may not be less than the Fair Market Value of such shares on the date of grant unless (i) such Option is granted as a Substitute Award and (ii) such exercise price is based on a formula set forth in the terms of the original option agreement or the applicable merger or acquisition agreement that satisfies the requirements of Section 424(a) of the Code if such options are Incentive Stock Options and Section 409A of the Code if such options are Nonqualified Stock Options. The exercise price of any Option may be paid by such methods as determined by the Committee, in its sole discretion, including by cash in U.S. dollars, by an irrevocable commitment to use the proceeds from a sale of shares of Common Stock issuable under an Option, by delivery of previously owned shares of Common Stock or by withholding of shares of Common Stock otherwise deliverable upon exercise.
(b)No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval: (i) reduce the exercise price of a previously awarded Option, (ii) at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share of Common Stock, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price, or (iii) any other action that is treated as a repricing under generally accepted accounting principles.
(c)No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of, shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.
(d)Incentive Stock Options. Notwithstanding anything to the contrary in this Section VIII, in the case of the grant of an Incentive Stock Option, if the Participant owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110% of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within a period of not more than five years from the date of grant. Further notwithstanding anything to the contrary in this Section VIII, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any of its “subsidiary corporations” within the meaning of Section 424 of the Code) exceeds $100,000, taking Options into account in the order in which they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code).
(e)No Shareholder Rights. Participants shall have no (i) voting rights or (ii) rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option unless such rights are set forth in the applicable Award Agreement, in each case of clause (i) and (ii), until the Participant has become the holder of record of such shares.
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Section IX.Stock Appreciation Rights
(a)General Terms. The grant, issuance, vesting, exercise or settlement of any Stock Appreciation Right shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of a Stock Appreciation Right shall in no event be greater than 10 years, except that the term of a Stock Appreciation Right shall be automatically extended if the Participant holding such Stock Appreciation Right is prohibited by law or the Company’s insider trading policy from exercising the Stock Appreciation Right at the time of its scheduled expiration, in which case the Stock Appreciation Right shall expire on the 30th day following the date such prohibition no longer applies. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR shall be canceled automatically to the extent of the number of shares covered by such exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section VIII and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section VIII and the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash, Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.
(b)No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.
(c)No Shareholder Rights. Participants shall have no (i) voting rights or (ii) rights to receive dividends or Dividend Equivalents in respect of a Stock Appreciation Right or any shares of Common Stock subject to a Stock Appreciation Right unless such rights are set forth in the applicable Award Agreement, in each case of clause (i) and (ii), until the Participant has become the holder of record of such shares.
Section X.Restricted Stock and Restricted Stock Units
(a)Vesting and Performance Criteria. The grant, issuance, vesting or settlement of any Restricted Stock or Restricted Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.
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(b)Dividends and Distributions. To the extent set forth in the applicable Award Agreement, Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee; provided, however, that such dividends and other distributions will be subject to the same restrictions on transferability and vesting conditions as the Restricted Stock with respect to which they were distributed. The applicable Award Agreement will set forth, or the Committee will determine, whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock or paid in cash. Shares underlying Restricted Stock Units shall be entitled to Dividend Equivalents only to the extent set forth in the applicable Award Agreement or provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Restricted Stock Units.
Section XI.Other Stock-Based Awards
(a)General Terms. Subject to limitations under applicable law, the Committee is authorized to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Common Stock delivered pursuant to an Other Stock-Based Award in the nature of a purchase right granted under this Section XI shall be purchased for such consideration and paid for at such times, by such methods and in such forms (including cash, Common Stock, other Awards or other property) as the Committee shall determine.
(b)Dividends and Distributions. Shares underlying Other Stock-Based Awards shall be entitled to Dividend Equivalents only to the extent set forth in the applicable Award Agreement or provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Other Stock-Based Award.
Section XII.Performance Awards
The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the amount of cash or the number of shares of Common Stock, Options, SARs, Restricted Stock or Restricted Stock Units to be granted, retained, vested, issued or paid pursuant to a Performance Award. A Performance Award may be identified as “Performance Share,” “Performance Equity,” “Performance Unit” or other such term as chosen by the Committee. Participants (i) shall have no voting rights and (ii) will have rights to receive dividends or Dividend Equivalents in respect of a Performance Award that is an Option or Stock Appreciation Right or any shares of Common Stock subject to such Option or Stock Appreciation Right to the extent set forth in the applicable Award Agreement, in each case of clause (i) and (ii), until the Participant has become the holder of record of such shares. Shares underlying other Performance Awards shall be entitled to Dividend Equivalents only to the extent set forth in the applicable Award Agreement or provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Performance Award.
Section XIII.Deferral of Payment
The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon vesting or other events with respect to Restricted Stock Units or Other Stock-Based Awards. Notwithstanding any provision of the Plan to the contrary, (i) no Award shall provide for deferral of compensation that does not comply with Section 409A of the Code and (ii) in no event will any election to defer the delivery of Common Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of additional tax under Section 409A of the Code. None of the Company, its Affiliates, the Board, the Committee or any delegates thereof shall have any liability for its actions or otherwise to a Participant or any other party if an Award that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant.
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Section XIV.Conditions and Restrictions Upon Securities Subject to Awards
The Committee may provide that the Common Stock subject to or issued upon exercise or settlement of an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the grant, issuance, vesting, exercise or settlement of such Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales or other transfers by the Participant of any shares of Common Stock issued under an Award, including (a) restrictions under an insider trading policy, a stock ownership policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and holders of other Company equity compensation arrangements, (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (d) provisions requiring Common Stock be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.
Section XV.Adjustment of and Changes in the Stock
(a)The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding) shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to (i) comply with Section 424 of the Code, (ii) treat the shares of Common Stock available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction, and/or (iii) increase the number of such shares of Common Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s shareholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock subject to such Award, vesting, performance criteria, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued or issuable pursuant to such an adjustment.
(b)In the event there is any other change in the number or kind of outstanding shares of Common Stock (or other securities into which such Common Stock is changed or for which it is exchanged) by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in such event, the Committee may (i) accelerate the time or times at which any Award may be exercised or settled, consistent with and as otherwise permitted under Section 409A of the Code, and/or (ii) provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.
(c)In the event of a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any Participant, may take one or more of the following actions, which may vary among individual Participants and/or among Awards held by any individual Participant:
(i)accelerate vesting or waive any forfeiture conditions;
(ii)accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of Participants thereunder shall terminate;
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(iii)redeem in whole or in part outstanding Awards by requiring the mandatory surrender to the Company of some or all of the outstanding Awards held by a Participant (irrespective of whether such Awards are then vested or exercisable) as of a date specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each Participant an amount of cash or other consideration per Award equal to the Change in Control Price (less the exercise price with respect to an Option or SAR with an exercise price that is less than or equal to the Change in Control Price) or no consideration if the exercise price of an Option or SAR exceeds the Change in Control Price;
(iv)separately require the mandatory surrender of Dividend Equivalents in exchange for such cash or other consideration (if any) determined by the Committee in is sole discretion; or
(v)make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof).
Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving company in the transaction (or any parent or subsidiary thereof) does not assume or continue outstanding Awards or issue substitute awards upon the Change in Control in a manner determined by the Committee, in its sole discretion, pursuant to this Section XV(c), all Awards that are not assumed, continued or substituted for shall be treated as follows effective immediately prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (B) in the case of any Performance Award, all conditions to the grant, issuance, vesting or settlement of (or any other restrictions applicable to) such Award shall immediately lapse and the Participant shall have the right to receive a payment based on target level achievement or actual performance through a date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding Restricted Stock, Restricted Stock Units or Other Stock-Based Awards (other than a Performance Award), all conditions to the grant, issuance, vesting or settlement of (or any other restrictions applicable to) such Award shall immediately lapse. In no event shall any action be taken pursuant to this Section XV(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.
(d)For the avoidance of doubt, no provision of the Plan or any Award Agreement shall provide to any Participant a gross-up payment or other compensation for any taxes imposed by Section 4999 of the Code or otherwise.
Section XVI.Transferability
Except as otherwise permitted by the Committee, each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime.
Section XVII.Compliance with Laws and Regulations
(a)This Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws, governmental and regulatory approvals, and stock exchange rules and regulations. The Company shall not be required to register in a Participant’s name or deliver Common Stock prior to the completion of any registration or qualification of such shares which the Committee shall determine to be necessary or advisable. To the extent the Company is unable to (or the Committee deems it infeasible to) obtain approval from any regulatory body deemed by the Company’s counsel to be advisable to the lawful issuance and sale of any shares of Common Stock hereunder, the Company, its Affiliates, the Board, the Committee and any delegates thereof shall be relieved of any liability with respect to the failure to issue or sell such shares of Common Stock.
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(b)In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee may (in its sole discretion) modify the provisions of the Plan or such Award (or create sub-plans) as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance, vesting, exercise or settlement of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants employed outside their home country.
Section XVIII.Withholding
To the extent required by applicable foreign, federal, state or local law, a Participant shall (and the Committee may) make arrangements acceptable to the Company for the satisfaction of any tax withholding obligations that arise with respect to any Award or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant’s rights, issue shares of Common Stock, or recognize the disposition of shares of Common Stock, under an Award until such obligations are satisfied. To the extent permitted or required by the Committee, and in its sole discretion, these obligations may or shall be satisfied by (i) the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, (ii) the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other Award held by the Participant, or (iii) the Participant tendering to the Company cash or shares of Common Stock. None of the Company, its Affiliates, the Board, the Committee or any delegates thereof shall be liable to a Participant or any other person as to any tax consequence expected but not realized (or unexpected and realized) due to the grant, issuance, vesting, exercise or settlement of any Award.
Section XIX.Amendment of the Plan or Awards
The Board or its designee may amend, alter, suspend or terminate the Plan at any time and for any reason, and the Committee or its designee may amend or alter any Award Agreement or other document evidencing an Award made under this Plan. Notwithstanding the foregoing and except as provided in Section XV, no such amendment shall, without the approval of the shareholders of the Company:
(a)increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan;
(b)reduce the price at which Options may be granted below the price provided in Section VIII(a);
(c)reprice outstanding Options or SARs as described in Sections VIII(b) and IX(b);
(d)extend the term of this Plan;
(e)change the class of Eligible Persons; or
(f)otherwise amend the Plan in any manner requiring shareholder approval by law or the rules of any stock exchange, market or quotation system on which the Common Stock is traded, listed or quoted.
Except as otherwise provided in any Award Agreement, no amendment or alteration to the Plan, an Award or an Award Agreement shall be made which would materially impair the rights of the Award holder without the Award holder’s consent. Notwithstanding the foregoing, no such consent shall be required to the extent the Committee determines, in its sole discretion and prior to the date of any applicable Change in Control, that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or accounting standard (or to avoid adverse financial accounting consequences) or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award (or has been adequately compensated).
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Section XX.Other
(a)Non-Exclusivity of Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
(b)Governing Law. This Plan and any Award Agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law, including securities laws. All references in this Plan or an Award Agreement or similar document to laws, rules, regulations, contracts, agreements and instruments refer to (i) all rules, regulations and administrative guidance promulgated thereunder, (ii) such items as they may be amended from time to time and (iii) any successor law, rule or regulation of similar effect or applicability.
(c)No Right to Employment, Reelection or Continued Service. Nothing in this Plan or related to any Award shall itself (i) constitute an employment contract with the Company or its Affiliate, (ii) confer upon any Participant any right to continue employment or service for any specified period of time or (iii) limit in any way the right of the Company or its Affiliates to terminate any Participant’s employment, service on the Board or other service at any time and for any reason not prohibited by law. Subject to Sections IV and XIX, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Affiliates, the Board, the Committee or any delegates thereof.
(d)Specified Employee Delay. If, upon Separation from Service, a Participant is a “specified employee” within the meaning of Section 409A of the Code, any payment under this Plan that is subject to Section 409A of the Code and would otherwise be paid within six months after the Participant’s Separation from Service will instead be paid in the seventh month following the Participant’s Separation from Service.
(e)Severability. If any provision of the Plan or any Award shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or unenforceability shall not affect any other provision of the Plan or any Award, each of which shall remain in full force and effect. Likewise, if the Committee determines that any provision would disqualify the Plan or any Award under any law, rule or regulation it deems applicable, such provision shall be construed or deemed amended to conform with the applicable law, rule or regulation, as determined by the Committee.
(f)Unfunded Plan. The Plan is intended to be an unfunded plan, and Participants are general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the Company’s creditors.
(g)Interpretation. Headings are used within the Plan, Award Agreements and other related documents solely as a convenience shall not be deemed in any way material or relevant to the construction or interpretation of any provision of the Plan. The use of the word “including” following any general statement in the Plan, Award Agreements or any related documents shall not be construed to limit the scope of such statement, regardless of whether it is accompanied by non-limiting language (such as “without limitation”).
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Section XXI.Clawback/Recoupment
If a Participant’s Termination of Employment or Separation from Service is for Cause or if the Committee determines in its sole discretion that a Participant has engaged in conduct that (a) constitutes a breach of an agreement with the Company or its Affiliate, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or its Affiliate or (c) occurred prior to the Participant’s Termination of Employment or Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Participant’s Termination of Employment or Separation from Service), the Participant shall forfeit the Participant’s right to any unvested or unexercised Awards and may be required to repay any cash, Common Stock or other property received pursuant to vested and exercised Awards to the extent recovery is permitted by law. The remedy under this Section XXI is not exclusive and shall not limit any right of the Company under applicable law, including a remedy under (i) Section 10D of the Act, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.
In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of misconduct. No recovery of compensation described in this Section XXI will give rise to a right to resign for “good reason” or a “constructive termination” as such terms (or any similar term) are used in any agreement between any Participant and the Company or its Affiliate.

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EX-10.28 3 gev2q202410qexhibit1028.htm EX-10.28 Document
    Exhibit 10.28

[Date] Equity Grant Agreement
GE Vernova Inc. 2024 Long-Term Incentive Plan (“Plan”)

GE Vernova Inc. 2024 Stock Option Grant Agreement (“Grant Agreement”)
For <<Employee Name>> (“Grantee”)

Grant Date Option Shares Granted Option Exercise Price*
Option
Expiration Date
<<Date>> <<Number>> $ [Month] [Day], [Year]
*Exercise price shall be no less than the Fair Market Value of a share of Common Stock on the Grant Date.

1. Grant. The Compensation and Human Capital Committee (“Committee”) of the Board of Directors of GE Vernova Inc. (“Company”) has granted an option to purchase the above number of shares of Common Stock to the individual named in this Grant Agreement (“Grantee”) subject to the terms of this Grant Agreement (“Option”). Without limiting any condition of this Option award, the award may be cancelled, if determined in the sole discretion of the Company, if the Grantee does not confirm acceptance within 45 days of the Grant Date. Once vested, the Option entitles the Grantee to purchase from the Company the vested number of shares of Common Stock, each at the Option Exercise Price provided above, in accordance with the terms of this Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.
2. Vesting and Expiration Date. In order for all or part of the Option to become vested, the Grantee must not incur a Termination of Employment from the Grant Date through the applicable Vesting Date listed on Appendix A or as otherwise provided in the Plan or set forth below. Upon the earlier of the Option Expiration Date and the Grantee’s Termination of Employment for any reason, the Option shall be cancelled and forfeited in full (including with respect to any vested but unexercised rights), except as specifically provided in the Plan or as set forth below:
i.Death or Disability. If the Grantee’s Termination of Employment is as a result of the Grantee’s death or Disability, then (A) any unvested rights under the Option shall vest and become immediately exercisable as of such Termination of Employment and the Minimum Vesting Condition shall not apply, and (B) all vested rights under the Option (after giving effect to the preceding clause (A)) shall remain exercisable until the Option Expiration Date.
ii.Termination of Employment for Cause. If the Grantee’s Termination of Employment is for Cause, the Option shall be cancelled immediately (whether vested or unvested) and shall be unexercisable.


        
iii.Other Termination of Employment. If the Grantee’s Termination of Employment occurs for any reason not described above, then the unvested portion of the Option shall be cancelled as of such Termination of Employment and the vested portion of the Option shall remain exercisable only until the earlier of (a) 60 days after such Termination of Employment and (b) the original Option Expiration Date.

3.     Notice and Manner of Exercise. The Grantee may elect to exercise all or part of the Option (to the extent vested) by notifying the Company (through such administrative procedures as it may establish) of the number of shares of Common Stock to be purchased (exercised) and the date or share price upon which such Options shall be exercised. The number of shares of Common Stock delivered shall be reduced to cover the Option Exercise Price and applicable tax withholdings and fees, except as otherwise approved by the Committee or its delegatees. Delivery shall be electronic through the brokerage account established by the Company for the Grantee, or in such other medium as is determined by the Company.
The Grantee is ultimately responsible for any and all applicable taxes, regardless of the amount withheld or reported. Notwithstanding the foregoing, the date of issuance or delivery of shares of Common Stock may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such shares of Common Stock to the extent such postponement is required or permissible under Section 409A of the Code. Likewise, the method of exercising Options under this Grant Agreement may be adjusted for compliance with applicable law in the jurisdiction applicable to the Grantee.

4. Data Security and Privacy.
a.Data Collection, Processing and Usage. Personal data collected, processed and used by the Company in connection with Awards granted under the Plan includes the Grantee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards granted, cancelled, exercised, vested, or outstanding. In granting Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating shares of Common Stock in settlement of the Awards and implementing, administering and managing the Plan. The Company collects, processes and uses the Grantee’s personal data in compliance with the Company’s Employment Data Protection Standards and the Uses of Employment Data for the Company’s entities. The Grantee may exercise rights to access, correction, or restriction or deletion where applicable, by contacting the Grantee’s local HR manager or initiating a request through www.onehr.ge.com or any successor website maintained by the Company or a third party designated by the Company.
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b.Administrative Service Provider. The Company transfers the Grantee’s personal data to UBS Financial Services, which assists with the implementation, administration and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed on the UBS Financial Services portal or the portal of a successor Third Party Administrator.

5. Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award, and the Grantee’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
6. Non-solicitation, Non-competition and Compliance with Agreements. During the Grantee’s employment with the Company or any Affiliate, and for the one-year period following the Grantee’s Termination of Employment (the “Restriction Period”), the Grantee will not, without prior written approval from the Senior Human Resources Manager of the Grantee’s Company business segment, or if the Grantee is an “officer” pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder by the Securities and Exchange Commission (a “Section 16 Officer”), the Committee: (a) whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any Affiliate (a “Restricted Person”) to terminate his or her employment relationship with, or accept any other employment outside of, the Company and the Affiliates; (b) directly hire, or recommend or cause to be hired by an entity for which the Grantee works, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest, any person who is, or was within one year before or after the Grantee’s Termination of Employment, a Restricted Person (this restriction does not apply where legally impermissible, such as California); or (c) provide any
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non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, skill sets or qualifications, etc., to any external person in connection with employment outside the Company and the Affiliates, including, but not limited to, recruiters and prospective employers. The above restrictions do not apply once a Restricted Person has been formally notified of his or her impending layoff from the Company or any Affiliate.

In addition, the Grantee agrees that during the Restriction Period, the Grantee will not, without prior written approval from the Senior Human Resources Manager of the Grantee’s Company business segment, or, if the Grantee is a Section 16 Officer, the Committee, whether directly or indirectly, perform activities or services in the Restricted Area for any Competitive Company which: (a) are similar in nature to the activities and services the Grantee performed for the Company or any Affiliate (or gained confidential information about, as described in the Employee Innovation and Proprietary Information Agreement or similar agreement with the Company, or “EIPIA”) during the last two years of Grantee’s employment; and/or (b) will include Grantee working on products or services that are competitive with the products or services the Grantee worked on during the last two years of Grantee’s employment with the Company or any Affiliate. The term “Competitive Company” means any company or other third party that provides products and services that are competitive with the Company or any Affiliate. The term "Restricted Area" means the country in which the Grantee is based. Grantee agrees that the foregoing Restriction Period and Restricted Area are reasonable and appropriate to protect the Company's legitimate business interests and goodwill because (i) the Company or any Affiliate has material business operations in the Restricted Area as of the Grantee's Termination of Employment and (ii) the Grantee has provided services in, had a material presence or influence in, and/or has received confidential information about (as described in the EIPIA) the Restricted Area during the last two years of the Grantee's employment with the Company or any Affiliate. The foregoing restrictions do not apply where legally impermissible (such as California). To the extent the Grantee is subject to an existing non-competition agreement with the Company or any Affiliate (the “Prior Agreement”), the Prior Agreement shall be incorporated herein by reference and the Prior Agreement and this Grant Agreement shall be read together; provided, however, that where the provisions are inconsistent, the more restrictive covenant shall apply.

Furthermore, during the Grantee’s employment with the Company or any Affiliate, and for all periods thereafter, the Grantee will not breach his or her EIPIA or otherwise disclose the Company’s or any Affiliate’s non-public information.

The Grantee agrees that any breach by him or her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and the Affiliates for which money damages may not be an adequate remedy.
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Accordingly, the Grantee agrees that the Company and the Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and the Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as to repay any payments made hereunder (regardless of whether the Options are vested), except to the extent that such reimbursement is prohibited by law.

The Grantee agrees that the payment and benefits provided for in the Grant Agreement constitute fair and reasonable consideration for Grantee’s compliance with Section 6 of this Grant Agreement.

7. Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate the Option without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that (a) constitutes a breach of this Grant Agreement or any confidentiality, non-solicitation, or non-competition agreement with the Company or any Affiliate, applicable to the Grantee (including, for the avoidance of doubt, the covenants contained in Section 6 of this Grant Agreement), (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or any Affiliate or (c) occurred prior to the Grantee’s Termination of Employment and would give rise to a Termination of Employment for Cause (regardless of whether such conduct is discovered before or after the Grantee’s Termination of Employment), the unexercised portion of the Option shall be cancelled immediately, and any amounts previously conveyed under this Grant Agreement shall be subject to recoupment. In any event, the Option provided under this Grant Agreement shall be further subject to the Company’s policy with respect to compensation recoupment, as in effect and amended from time to time. The Grantee agrees that the Company may take any such actions as are necessary to effectuate recoupment or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s shares of Common Stock and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such shares of Common Stock and other assets to the Company. Also, the Option shall be null and void to the extent the grant of the Option or the vesting or exercise thereof is prohibited under the laws of the country of residence of the Grantee.

For the avoidance of doubt, nothing in this Grant Agreement or elsewhere prohibits or restricts the Grantee from communicating with, or voluntarily providing information the Grantee believes indicates possible or actual violations of law to, any local, state or federal government agency (including but not limited to the Securities and Exchange Commission), any legislative body, law enforcement, or any self-regulatory organization, or from making any other disclosures that are statutorily protected by the law of the state in which the Grantee primarily resides.
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8. Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all terms used in this Grant Agreement have the same meaning as given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.

As used in the Plan and this Grant Agreement, the following terms shall have the meanings set forth below:

a.“Cause” means, as determined in the sole discretion of the Committee, the Grantee’s: (i) breach of any confidentiality, non-solicitation or non-competition agreement with the Company or any Affiliate, applicable to the Grantee, or breach of a material term of any other agreement between the Grantee and the Company or any Affiliate; (ii) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or any Affiliate; (iii) commission of an act of dishonesty, fraud, embezzlement or theft; (iv) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (v) failure to comply with the Company’s or any Affiliate’s policies and procedures, including but not limited to the Company’s code of conduct. The Grantee’s employment or service will be deemed to have been terminated for Cause if the Committee determines subsequent to such termination that Cause existed at the time of such termination.
b.“Change in Control” means the occurrence of any one of the following events:
(i)a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby a Person directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of either (A) the then-outstanding shares of Common Stock (the “Outstanding Shares”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);
(ii)the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), unless following such Business Combination all or substantially all of the beneficial owners of the Outstanding
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Shares or Outstanding Voting Securities immediately prior to the Business Combination beneficially own (directly or indirectly) more than 50% of the then-outstanding shares of common stock or combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from the business combination (including an entity that as a result of the Business Combination owns (directly or indirectly) the Company or all or substantially all of the Company’s assets in substantially the same proportions as their ownership immediately prior to the Business Combination.
For the avoidance of doubt, a public offering, internal restructuring or transfer of Common Stock or assets to any Affiliate will not be treated as a Change in Control.
9. Interpretation and Construction. This Grant Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including correction of any defect or omission and reconciliation of any inconsistency) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Grant Agreement shall be made in the Committee’s sole discretion. Determinations made under this Grant Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.

10. Severability. The invalidity or unenforceability of any provision of the Plan or this Grant Agreement will not affect the validity or enforceability of any other provision of the Plan or this Grant Agreement, and each provision of the Plan and this Grant Agreement will be severable and enforceable to the extent permitted by law.
11. Shareholder Rights. The Grantee shall not have any voting or other shareholder rights unless and until shares of Common Stock are actually delivered to the Grantee.

12. No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any Affiliate.

13. Discretionary Award, Extraordinary Benefit. Awards under the Plan are granted to employees of the Company and the Affiliates in the Committee’s sole discretion. The Award described in this Grant Agreement is a one-time benefit and does not create any contractual or other right to receive other Awards under the Plan or other benefits in lieu thereof. Future grants, if any, will be at the sole discretion of the Committee. The Grantee’s participation in the Plan is voluntary. This Award (and each other Award, if any, granted under the Plan) constitutes an extraordinary item of compensation and is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, or other benefit rights (unless otherwise expressly provided in an applicable benefit plan).
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14. No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except by will or by laws of descent and distribution or to the extent expressly permitted by the Plan.

15. Successors and Assigns. The Company may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Grant Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors or administrators.

16. Section 409A. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code and any state law of similar effect (i.e., applying the exemption for stock rights described in Treas. Reg. § 1.409A-1(b)(5) and/or another exemption).

17. Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the Option. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee.

By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agreement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.

18. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

19. Global Addendum. Notwithstanding any provisions in this document to the contrary, the Option will also be subject to the special terms and conditions set forth on Appendix B for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix B as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix B constitutes part of this Grant Agreement.
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EX-31.A 4 gev2q202410qexhibit31a11111.htm EX-31.A Document
Exhibit 31(a)
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Scott Strazik, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GE Vernova Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 24, 2024
/s/ Scott Strazik
Scott Strazik
Chief Executive Officer
(Principal Executive Officer)


EX-31.B 5 gev2q202410qexhibit31b11121.htm EX-31.B Document
Exhibit 31(b)
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Kenneth Parks, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GE Vernova Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 24, 2024
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer
(Principal Financial Officer)

EX-32 6 gev2q202410qexhibit3211111.htm EX-32 Document
Exhibit 32
Certification Pursuant to
18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of GE Vernova Inc. (the “registrant”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Scott Strazik and Kenneth Parks, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, that to our knowledge:
(1)The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

July 24, 2024
 
/s/ Scott Strazik
Scott Strazik
Chief Executive Officer
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer