株探米国株
英語
エドガーで原本を確認する
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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 March 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 001-41966
GE_Vernova_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 272,934,744 shares of common stock with a par value of $0.01 per share outstanding at March 31, 2025.
TABLE OF CONTENTS
Page
Forward-Looking Statements
About GE Vernova
Part I
Item 1. Financial Statements and Supplementary Data
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
Current and Long-Term Receivables
Note
4
Inventories, Including Deferred Inventory Costs
Note
5
Property, Plant, and Equipment
Note
6
Leases
Note
7
Goodwill and Other Intangible Assets
Note
8
Contract and Other Deferred Assets & Contract Liabilities and Deferred Income
Note
9
Current and All Other Assets
Note
10
Equity Method Investments
Note
11
Accounts Payable and Equipment Project Payables
Note
12
Postretirement Benefit Plans
Note
13
Current and All Other Liabilities
Note
14
Income Taxes
Note
15
Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock
Note
16
Earnings Per Share Information
Note
17
Other Income (Expense) – Net
Note
18
Financial Instruments
Note
19
Variable Interest Entities (VIEs)
Note
20
Commitments, Guarantees, Product Warranties, and Other Loss Contingencies
Note
21
Restructuring Charges and Separation Costs
Note
22
Segment Information
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
Signatures
2025 1Q FORM 10-Q 3
FORWARD-LOOKING STATEMENTS. This quarterly report of GE Vernova Inc. (the Company, GE Vernova, our, we, or us) contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are
subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “guidance”, “anticipate”, “intend”,
“plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions. These forward-looking statements include,
among others, statements about the benefits GE Vernova expects from our lean operating model; our expectations regarding the energy
transition; the demand for our products and services; our expectations of future increased business, revenues, and operating results; our
ability to innovate and anticipate and address customer demands; our ability to increase production capacity, efficiencies, and quality; our
underwriting and risk management; the estimated impact of tariffs; the experiences we believe we are gaining across our Haliade-X
backlog related to installation timelines and related remediation plans; benefits we expect to receive from the Inflation Reduction Act of
2022 (IRA); current and future customer orders and projects; our actual and planned investments, including in research and development,
capital expenditures, joint ventures and other collaborations with third parties; our ability to meet our sustainability goals and targets; levels
of global infrastructure spending; government policies that further or limit the global energy transition; our expected cash generation and
management; our capital allocation framework, including share repurchases and dividends; our restructuring programs and strategies to
reduce operational costs; our ability to novate or assign credit support provided by General Electric Company; disputes, litigation,
arbitration, and governmental proceedings involving us; the sufficiency and expected uses of our cash, liquidity, and financing
arrangements; and our credit ratings.
Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are
subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or achievements to differ materially
from current expectations. Some of the risks, uncertainties, and other factors that may cause actual results to differ materially from those
expressed or implied by forward-looking statements include the following:
•Our ability to successfully execute our lean operating model; 
•Our ability to innovate and successfully identify and meet customer demands and needs; 
•Our ability to successfully compete; 
•Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products
essential to our business; 
•Significant disruptions to our manufacturing and production facilities and distribution networks; 
•Changes in government policies and priorities that reduce funding and demand for energy equipment and services;
•Shifts in demand, market expectations, and other dynamics related to energy, electrification, decarbonization, and sustainability; 
•Global economic trends, competition, and geopolitical risks, including conflicts, trade policies, and other constraints on economic
activity; 
•Product quality issues or product or safety failures related to our complex and specialized products, solutions, and services; 
•Our ability to obtain required permits, licenses, and registrations;
•Our ability to attract and retain highly qualified personnel; 
•Our ability to develop, deploy, and protect our intellectual property rights; 
•Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic
investments, and other priorities; 
•Our ability to successfully identify, complete, integrate, and obtain benefits from any acquisitions, joint ventures and other
investments; 
•The price, availability, and trading volumes of our common stock;
•Downgrades of our credit ratings or ratings outlooks; 
•The amount and timing of our cash flows and earnings;
•Our ability to meet our sustainability goals; 
•The impact from cybersecurity or data security incidents; 
•Changes in law, regulation, or policy that may affect our businesses and projects, or impose additional costs; 
•Natural disasters, weather conditions and events, public health events, or other emergencies; 
•Tax law and policy changes; 
•Adverse outcomes in legal, regulatory, and administrative proceedings, actions, and disputes; and 
•Other changes in macroeconomic and market conditions and volatility.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking
statements, and these and other factors are more fully discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, including in Item 1A. "Risk Factors" and Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations" therein as may be updated from time to time in our Securities
and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls. We do not undertake any
obligation to update or revise our forward-looking statements except as may be required by law or regulation.
2025 1Q FORM 10-Q 4
ABOUT GE VERNOVA. GE Vernova Inc. (the Company, GE Vernova, our, we, or us) is a global leader in the electric power industry,
with products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service
technologies to create a more reliable, secure, and sustainable electric power system, enabling electrification and decarbonization,
underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, positioned with a unique scope
and scale of solutions to help accelerate the energy transition, while servicing and growing our installed base and strengthening our own
profitability and stockholder returns. We have a strong history of innovation, which is a key strength enabling us to meet our customers’
needs.
The breadth of our portfolio also enables us to provide an extensive range of technologies and integrated solutions to help advance our
customers’ energy and sustainability goals. Our installed base generates approximately 25% of the world’s electricity. We build, modernize,
and service power systems to help our customers electrify their operations and economies, meet power demand growth, improve system
reliability and resiliency, and navigate the energy transition through limiting and reducing emissions. The portfolio of equipment and
services that we deliver is diversified across technology types and is adaptable based on electric power market conditions and demand.
We report three business segments that are aligned with the nature of equipment and services they provide, specifically Power, Wind, and
Electrification. Within our segments, Power includes gas, nuclear, hydro, and steam technologies, providing a critical foundation of
dispatchable, flexible, stable, and reliable power. Our Wind segment includes our wind generation technologies, inclusive of onshore and
offshore wind turbines and blades. Electrification includes grid solutions, power conversion and storage, and electrification software
technologies required for the transmission, distribution, conversion, storage, and orchestration of electricity from point of generation to point
of consumption.
Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our telephone number is (617)
674-7555. Our website address is www.gevernova.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), are available, without charge, on our website, as soon as reasonably practicable after they are
electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website is not part of, and
is not incorporated into, this Quarterly Report on Form 10-Q or any other filings we make with the SEC. Our website at
www.gevernova.com/investors contains a significant amount of information about GE Vernova, including financial and other information for
investors. We encourage investors to visit this website from time to time, as information is updated, and new information is posted.
2025 1Q FORM 10-Q 5
PART I
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS)
(UNAUDITED)
Three months ended March 31
(In millions, except per share amounts)
2025
2024
Sales of equipment
$4,197
$3,617
Sales of services
3,835
3,642
Total revenues
8,032
7,260
Cost of equipment
3,915
3,693
Cost of services
2,647
2,417
Gross profit
1,470
1,150
Selling, general, and administrative expenses
1,188
1,202
Research and development expenses
239
237
Operating income (loss)
43
(289)
Interest and other financial income (charges) – net
56
(14)
Non-operating benefit income
115
134
Other income (expense) – net (Note 17)
119
73
Income (loss) before income taxes
332
(96)
Provision (benefit) for income taxes (Note 14)
68
10
Net income (loss)
264
(106)
Net loss (income) attributable to noncontrolling interests
(11)
(24)
Net income (loss) attributable to GE Vernova
$254
$(130)
Earnings (loss) per share attributable to GE Vernova (Note 16):
Basic
$0.92
$(0.47)
Diluted
$0.91
$(0.47)
Weighted-average number of common shares outstanding:
Basic
275
274
Diluted
279
274
2025 1Q FORM 10-Q 6
CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(In millions, except share and per share amounts)
March 31, 2025
December 31, 2024
Cash, cash equivalents, and restricted cash
$8,107
$8,205
Current receivables – net (Note 3)
7,136
8,177
Inventories, including deferred inventory costs (Note 4)
9,156
8,587
Current contract assets (Note 8)
9,040
8,621
All other current assets (Note 9)
497
564
  Current assets
33,936
34,153
Property, plant, and equipment – net (Note 5)
5,225
5,150
Goodwill (Note 7)
4,368
4,263
Intangible assets – net (Note 7)
773
813
Contract and other deferred assets (Note 8)
505
555
Equity method investments (Note 10)
2,137
2,149
Deferred income taxes (Note 14)
1,639
1,639
All other assets (Note 9)
2,976
2,763
Total assets
$51,559
$51,485
Accounts payable and equipment project payables (Note 11)
$8,421
$8,602
Contract liabilities and deferred income (Note 8)
18,708
17,587
All other current liabilities (Note 13)
5,547
5,496
  Current liabilities
32,677
31,685
Deferred income taxes (Note 14)
782
827
Non-current compensation and benefits
3,251
3,264
All other liabilities (Note 13)
5,177
5,116
Total liabilities
41,887
40,892
Commitments and contingencies (Note 20)
Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 272,934,744 and
275,880,314 shares outstanding as of March 31, 2025 and December 31, 2024, respectively
3
3
Additional paid-in capital
9,654
9,733
Retained earnings
1,865
1,611
Treasury common stock, 4,206,246 and 226,290 shares at cost as of March 31, 2025 and
December 31, 2024, respectively
(1,256)
(43)
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 15)
(1,660)
(1,759)
Total equity attributable to GE Vernova
8,607
9,546
Noncontrolling interests
1,065
1,047
Total equity
9,672
10,593
Total liabilities and equity
$51,559
$51,485
2025 1Q FORM 10-Q 7
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)
Three months ended March 31
(In millions)
2025
2024
Net income (loss)
$264
$(106)
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note 5)
149
188
Amortization of intangible assets (Note 7)
56
63
(Gains) losses on purchases and sales of business interests
(21)
3
Principal pension plans – net (Note 12)
(89)
(95)
Other postretirement benefit plans – net (Note 12)
(44)
(47)
Provision (benefit) for income taxes (Note 14)
68
10
Cash recovered (paid) during the year for income taxes
(145)
(58)
Changes in operating working capital:
Decrease (increase) in current receivables
918
303
Decrease (increase) in inventories, including deferred inventory costs
(432)
(717)
Decrease (increase) in current contract assets
(345)
(270)
Increase (decrease) in accounts payable and equipment project payables
(269)
(671)
Increase (decrease) in contract liabilities and current deferred income
1,124
885
All other operating activities
(74)
68
Cash from (used for) operating activities
1,161
(444)
Additions to property, plant, and equipment and internal-use software
(186)
(217)
Dispositions of property, plant, and equipment
34
4
Purchases of and contributions to equity method investments
(6)
(91)
Sales of and distributions from equity method investments
90
29
All other investing activities
(25)
(9)
Cash from (used for) investing activities
(93)
(285)
Net increase (decrease) in borrowings of maturities of 90 days or less
—
(23)
Transfers from (to) Parent
—
2,023
Dividends paid to stockholders
(69)
—
Purchases of common stock for treasury
(1,101)
—
All other financing activities
(86)
(66)
Cash from (used for) financing activities
(1,257)
1,934
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
90
(32)
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified
within businesses held for sale
(98)
1,173
Less: Net increase (decrease) in cash classified within businesses held for sale
—
(531)
Increase (decrease) in cash, cash equivalents, and restricted cash
(98)
1,704
Cash, cash equivalents, and restricted cash at beginning of year
8,205
1,551
Cash, cash equivalents, and restricted cash as of March 31
$8,107
$3,255
2025 1Q FORM 10-Q 8
CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Three months ended March 31
(In millions)
2025
2024
Net income (loss) attributable to GE Vernova
$254
$(130)
Net loss (income) attributable to noncontrolling interests
(11)
(24)
Net income (loss)
$264
$(106)
Other comprehensive income (loss):
Currency translation adjustments – net of taxes
154
11
Benefit plans – net of taxes
(73)
(68)
Cash flow hedges – net of taxes
21
8
Other comprehensive income (loss)
$102
$(49)
Comprehensive income (loss)
$367
$(155)
Comprehensive loss (income) attributable to noncontrolling interests
(14)
(26)
Comprehensive income (loss) attributable to GE Vernova
$353
$(181)
2025 1Q FORM 10-Q 9
CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Common stock
(In millions)
Common
shares
outstanding
Par
value
Additional
paid-in
capital
Retained
earnings
Treasury
common
stock
Net parent
investment
Accumulated
other
comprehensive
income (loss) –
net
Equity
attributable to
noncontrolling
interests
Total
equity
Balances as of January 1, 2025
276
$3
$9,733
$1,611
$(43)
$—
$(1,759)
$1,047
$10,593
Issuance of shares in connection with
equity awards
1
—
(135)
—
—
—
—
—
(135)
Share-based compensation expense
—
—
56
—
—
—
—
—
56
Repurchase of common stock
(4)
—
—
(1,213)
—
—
—
(1,213)
Net income (loss)
—
—
—
254
—
—
—
11
264
Currency translation adjustments –
net of taxes
—
—
—
—
—
—
152
2
154
Benefit plans – net of taxes
—
—
—
—
—
—
(74)
1
(73)
Cash flow hedges – net of taxes
—
—
—
—
—
—
21
—
21
Changes in equity attributable to
noncontrolling interests
—
—
—
—
—
—
—
4
4
Balances as of March 31, 2025
273
$3
$9,654
$1,865
$(1,256)
$—
$(1,660)
$1,065
$9,672
Balances as of January 1, 2024
—
$—
$—
$—
$—
$8,051
$(635)
$964
$8,380
Net income (loss)
—
—
—
—
—
(130)
—
24
(106)
Currency translation adjustments –
net of taxes
—
—
—
—
—
—
11
—
11
Benefit plans – net of taxes
—
—
—
—
—
—
(70)
2
(68)
Cash flow hedges – net of taxes
—
—
—
—
—
—
8
—
8
Transfers from (to) Parent
—
—
—
—
—
1,738
—
—
1,738
Changes in equity attributable to
noncontrolling interests
—
—
—
—
—
—
—
18
18
Balances as of March 31, 2024
—
$—
$—
$—
$—
$9,659
$(686)
$1,007
$9,980
2025 1Q FORM 10-Q 10
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Organization. On April 2, 2024, General Electric Company, which now operates as GE Aerospace (GE or Parent) completed the previously
announced spin-off (the Spin-Off) of GE Vernova Inc. (the Company, GE Vernova, our, we, or us). See Note 1 and Note 24 in the Notes to
our audited consolidated and combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31,
2024 for further information. Our common stock is listed under the symbol "GEV" on the New York Stock Exchange.
GE Vernova is a global leader in the electric power industry, with products and services that generate, transfer, orchestrate, convert, and
store electricity. We design, manufacture, deliver, and service technologies to create a more reliable and sustainable electric power system,
enabling electrification and decarbonization, underpinning the progress and prosperity of the communities we serve. We report our financial
results across three business segments:
•Our Power segment includes design, manufacture, and servicing of gas, nuclear, hydro, and steam technologies, providing a
critical foundation of dispatchable, flexible, stable, and reliable power.
•Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades.
•Our Electrification segment includes grid solutions, power conversion and storage, and electrification software technologies
required for the transmission, distribution, conversion, storage, and orchestration of electricity from point of generation to point of
consumption. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our
Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information
presented within this report conforms to the new business unit structure within the Electrification segment.
Basis of Presentation. For periods prior to the Spin-Off, the unaudited combined financial statements have been derived from the
consolidated financial statements and accounting records of GE, including the historical cost basis of assets and liabilities comprising the
Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company,
using the historical accounting policies applied by GE. The unaudited combined financial statements do not purport to reflect what the
results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate,
stand-alone entity during the periods prior to the Spin-Off.
We have prepared the accompanying unaudited consolidated and combined financial statements pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC) applicable to interim financial statements. Accordingly, certain information related to our
significant accounting policies and note disclosures normally included in financial statements prepared in accordance with U.S. generally
accepted accounting principles (U.S. GAAP) have been condensed or omitted. These unaudited consolidated and combined financial
statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to
fairly state, in all material respects, our financial position, results of operations, and cash flows for the periods presented. These unaudited
consolidated and combined financial statements should be read in conjunction with our audited consolidated and combined financial
statements, corresponding notes, and significant accounting policies in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024. We have reclassified certain prior year amounts to conform to the current year’s presentation. The information
presented in tables throughout the notes is presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not
add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in millions.
All intercompany balances and transactions within the Company have been eliminated in the consolidated and combined financial
statements. Transactions between the Company and GE have been included in these consolidated and combined financial statements.
Certain financing transactions with GE are deemed to have been settled immediately through Net parent investment in the Consolidated
and Combined Statement of Financial Position and are accounted for as a financing activity in the Consolidated and Combined Statement
of Cash Flows as Transfers from (to) Parent. Within the caption Increase (decrease) in accounts payable and equipment project payables
in our Consolidated and Combined Statement of Cash Flows, the increase (decrease) in due to related parties, which primarily included
transactions with GE, in the three months ended March 31, 2024, was $(365) million.
For periods prior to the Spin-Off, the Consolidated and Combined Statement of Financial Position reflects all of the assets and liabilities of
GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity.
Net parent investment represents GE’s historical investment in the Company and includes accumulated net income and losses attributable
to the Company, and the net effect of transactions with GE and its subsidiaries.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates and Assumptions. The preparation of the consolidated and combined financial statements in conformity with U.S. GAAP
requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market
conditions which affect reported amounts and related disclosures in the consolidated and combined financial statements. We believe these
assumptions to be reasonable under the circumstances, and although our current estimates contemplate current and expected future
conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our
results of operations, financial position, and cash flows.
Estimates are used for, but are not limited to, determining revenues from contracts with customers, recoverability of inventory, long-lived
assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and
related valuation allowances, accruals for contingencies including legal, indemnifications, product warranties, and environmental, actuarial
assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation of
derivatives, and valuation of assets acquired and liabilities assumed as a result of acquisitions.
For further information on our significant accounting policies, please refer to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024.
2025 1Q FORM 10-Q 11
NOTE 3. CURRENT AND LONG-TERM RECEIVABLES
CURRENT RECEIVABLES – NET
March 31, 2025
December 31, 2024
Customer receivables
$5,393
$6,312
Non-income based tax receivables
785
814
Supplier advances and other receivables
1,413
1,514
Other receivables
$2,198
$2,328
Allowance for credit losses
(456)
(464)
Total current receivables – net
$7,136
$8,177
Activity in the allowance for credit losses related to current receivables for the three months ended March 31, 2025 and 2024 consists of
the following:
ALLOWANCE FOR CREDIT LOSSES
2025
2024
Balance as of January 1
$464
$515
Net additions (releases) charged to costs and expenses
(2)
(1)
Write-offs, net
(9)
—
Foreign exchange and other
3
2
Balance as of March 31
$456
$516
Sales of customer receivables. From time to time, the Company sells current or long-term receivables to third parties in response to
customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer
receivables to third parties and subsequently collected $373 million and $221 million in the three months ended March 31, 2025 and 2024,
respectively. Transactions under these arrangements are accounted for as sales, and the sold receivables are removed from the
Company's balance sheet. The Company maintains no continuing involvement with respect to the receivables being transferred.
LONG-TERM RECEIVABLES
March 31, 2025
December 31, 2024
Long-term customer receivables
$280
$282
Supplier advances
309
285
Non-income based tax receivables
85
74
Other receivables
328
247
Allowance for credit losses
(143)
(142)
Total long-term receivables – net
$859
$745
NOTE 4. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS
March 31, 2025
December 31, 2024
Raw materials and work in process
$5,660
$5,328
Finished goods
2,845
2,490
Deferred inventory costs(a)
651
769
Inventories, including deferred inventory costs
$9,156
$8,587
(a) Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and
overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for
revenue recognition have not yet been met.
NOTE 5. PROPERTY, PLANT, AND EQUIPMENT
March 31, 2025
December 31, 2024
Original cost
$12,408
$12,207
Less: Accumulated depreciation and amortization
(7,888)
(7,729)
Right-of-use operating lease assets
706
671
Property, plant, and equipment – net
$5,225
$5,150
Depreciation and amortization related to property, plant, and equipment was $149 million and $188 million in the three months ended
March 31, 2025 and 2024, respectively.
NOTE 6. LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Consolidated and
Combined Statement of Financial Position, were $746 million and $725 million as of March 31, 2025 and December 31, 2024, respectively.
Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was $45 million and $76 million for three months
ended March 31, 2025 and 2024, respectively. Our finance lease liabilities, included in All other current liabilities and All other liabilities in
our Consolidated and Combined Statement of Financial Position, were $267 million and $266 million as of March 31, 2025 and December
31, 2024, respectively.
2025 1Q FORM 10-Q 12
NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL
Power
Wind
Electrification
Total
Balance as of January 1, 2025
$310
$3,035
$918
$4,263
Acquisitions
15
—
—
15
Currency exchange and other
—
87
4
91
Balance as of March 31, 2025
$325
$3,122
$921
$4,368
We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or
circumstances between annual impairment testing dates. In the first quarter of 2025, we did not identify any reporting units that required an
interim impairment test.
Intangible assets. All intangible assets are subject to amortization. Intangible assets decreased $40 million during the three months ended
March 31, 2025, primarily as a result of amortization. Amortization expense was $56 million and $63 million in the three months ended
March 31, 2025 and 2024, respectively.
NOTE 8. CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME
Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily
represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing
of customers’ installed base.
Contract and other deferred assets increased $370 million in the three months ended March 31, 2025 primarily due to the timing of revenue
recognition ahead of billing milestones on equipment and other service agreements. Contract liabilities and deferred income increased
$1,107 million in the three months ended March 31, 2025 primarily due to new collections received in excess of revenue recognition at
Power and Electrification, partially offset by revenue recognition in excess of collections at Wind. Net contractual service agreements
increased primarily due to revenues recognized of $1,261 million and net favorable changes in estimated profitability of $29 million, partially
offset by billings of $1,249 million.
Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $3,601 million and $2,747
million for the three months ended March 31, 2025 and 2024, respectively.
CONTRACT AND OTHER DEFERRED ASSETS
March 31, 2025
Power
Wind
Electrification
Total
Contractual service agreement assets
$5,455
$—
$—
$5,455
Equipment and other service agreement assets
1,678
687
1,221
3,586
Current contract assets
$7,133
$687
$1,221
$9,040
Non-current contract and other deferred assets(a)
488
7
10
505
Total contract and other deferred assets
$7,621
$694
$1,231
$9,545
December 31, 2024
Power
Wind
Electrification
Total
Contractual service agreement assets
$5,321
$—
$—
$5,321
Equipment and other service agreement assets
1,622
538
1,139
3,300
Current contract assets
$6,944
$538
$1,139
$8,621
Non-current contract and other deferred assets(a)
536
8
11
555
Total contract and other deferred assets
$7,479
$546
$1,150
$9,176
(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental
fixed or usage-based fees from servicing the equipment under contractual service agreements.
CONTRACT LIABILITIES AND DEFERRED INCOME
March 31, 2025
Power
Wind
Electrification
Total
Contractual service agreement liabilities
$1,876
$—
$—
$1,876
Equipment and other service agreement liabilities
8,764
3,270
4,489
16,525
Current deferred income
5
190
112
307
Contract liabilities and current deferred income
$10,645
$3,460
$4,601
$18,708
Non-current deferred income
31
97
15
143
Total contract liabilities and deferred income
$10,676
$3,557
$4,616
$18,851
December 31, 2024
Power
Wind
Electrification
Total
Contractual service agreement liabilities
$1,789
$—
$—
$1,789
Equipment and other service agreement liabilities
7,879
3,684
3,946
15,511
Current deferred income
6
193
88
287
Contract liabilities and current deferred income
$9,674
$3,877
$4,034
$17,587
Non-current deferred income
29
112
16
157
Total contract liabilities and deferred income
$9,703
$3,989
$4,050
$17,744
2025 1Q FORM 10-Q 13
Remaining Performance Obligation (RPO). As of March 31, 2025, the aggregate amount of the contracted revenues allocated to our
unsatisfied (or partially unsatisfied) performance obligations were $123,438 million. We expect to recognize revenue as we satisfy our
remaining performance obligations as follows:
(1)Equipment-related RPO of $45,478 million of which 45%, 71%, and 91% is expected to be recognized within 1, 2, and 5 years,
respectively, and the remaining thereafter.
(2)Services-related RPO of $77,959 million of which 18%, 53%, 78%, and 91% is expected to be recognized within 1, 5, 10, and 15
years, respectively, and the remaining thereafter. 
Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related RPO.
NOTE 9. CURRENT AND ALL OTHER ASSETS. All other current assets primarily include prepaid taxes and deferred charges and
derivative instruments (see Note 18). All other current assets decreased $67 million for the three months ended March 31, 2025. All other
assets primarily include pension surplus, long-term receivables (see Note 3), taxes receivable, and prepaid taxes and deferred charges. All
other assets increased $213 million in the three months ended March 31, 2025 primarily due to increases in long-term receivables and
pension assets.
NOTE 10. EQUITY METHOD INVESTMENTS
Equity method
investment balance
Equity method income (loss)
Three months ended March 31
March 31, 2025
December 31, 2024
2025
2024
Power(a)
$894
$919
$(10)
$11
Wind
47
49
—
1
Electrification(b)
716
743
50
30
Corporate
480
438
20
2
Total
$2,137
$2,149
$60
$44
(a) Includes Aero Alliance, our joint venture with Baker Hughes Company, that supports our customers through the fulfillment of
aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were
$126 million and $151 million for the three months ended March 31, 2025 and 2024, respectively. The Company owed Aero Alliance
$52 million and $24 million as of March 31, 2025 and December 31, 2024, respectively. These amounts have been recorded in
Accounts payable and equipment project payables on the Consolidated and Combined Statement of Financial Position.
(b) Includes China XD Electric Co., Ltd., which is publicly traded on the Shanghai Stock Exchange, with a market value of $468 million as of
March 31, 2025 based on the quoted market value. While the Company holds over a 10.0% ownership interest, we account for the
investment under the equity method given our participation on the investee’s board of directors. In the first quarter of 2025, we sold a
portion of our shares, decreasing our ownership percentage in the investee by approximately 2.0%.
NOTE 11. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES
March 31, 2025
December 31, 2024
Trade payables
$5,205
$4,966
Supply chain finance programs
1,714
2,051
Equipment project payables
1,182
1,211
Non-income based tax payables
320
375
Accounts payable and equipment project payables
$8,421
$8,602
We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE
Vernova receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through
these third-party programs were $1,258 million and $779 million for the three months ended March 31, 2025 and 2024, respectively.
NOTE 12. POSTRETIREMENT BENEFIT PLANS. GE Vernova sponsored plans, including those allocated to GE Vernova in
connection with the Spin-Off, are presented in three categories: principal pension plans, other pension plans, and principal retiree benefit
plans. See Note 13 in the Notes in our audited consolidated and combined financial statements in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2024 for further information.
The components of benefit plans cost (income) other than the service cost are included in the caption Non-operating benefit income in our
Consolidated and Combined Statement of Income (Loss).
2025 1Q FORM 10-Q 14
2025
2024
Three months ended March 31
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Service cost – operating
$6
$7
$1
$6
$8
$1
Interest cost
140
54
10
135
57
9
Expected return on plan assets
(178)
(76)
—
(184)
(84)
—
Amortization of net loss (gain)
(50)
9
(10)
(46)
8
(11)
Amortization of prior service cost (credit)
—
(2)
(14)
2
(2)
(15)
Curtailment/settlement gain
—
1
—
—
—
—
Non-operating benefit costs (income)
$(88)
$(13)
$(13)
$(93)
$(21)
$(17)
Net periodic expense (income)
$(82)
$(7)
$(12)
$(87)
$(13)
$(16)
Defined Contribution Plan. GE Vernova sponsors a defined contribution plan for its eligible U.S. employees that is similar to the
corresponding GE-sponsored defined contribution plan that was in effect prior to the Spin-Off. Expenses associated with their participation
in GE Vernova's plan beginning on April 2, 2024 and in GE's plan through April 1, 2024 represent the employer contributions for GE
Vernova employees and were $36 million and $35 million for the three months ended March 31, 2025 and 2024, respectively.
NOTE 13. CURRENT AND ALL OTHER LIABILITIES. All other current liabilities primarily include liabilities related to employee
compensation and benefits, equipment projects and other commercial liabilities, product warranties (see Note 20), liabilities related to
business disposition activities, and restructuring liabilities (see Note 21). All other current liabilities increased $51 million in the three months
ended March 31, 2025. All other liabilities primarily include liabilities related to uncertain and other income taxes, product warranties (see
Note 20), legal liabilities (see Note 20), asset retirement obligations (see Note 20), operating lease liabilities (see Note 6), equipment
projects and other commercial liabilities, and indemnifications in connection with the Spin-Off (see Note 20). All other liabilities increased
$61 million in the three months ended March 31, 2025.
NOTE 14. INCOME TAXES. The Company’s income tax provision through March 31, 2024 was prepared based on a separate return
basis. Following the Spin-off, the Company's income tax provision is prepared on a stand-alone basis.
We recorded income tax expense on pre-tax income with an effective tax rate of 20.5% for the three months ended March 31, 2025. The
effective tax rate was lower than the U.S. statutory rate of 21% primarily due to an income tax benefit from stock-based compensation,
mostly offset by losses providing no tax benefit in certain jurisdictions.
We recorded an income tax expense on a pre-tax loss in the three months ended March 31, 2024 due to taxes in profitable jurisdictions
and losses providing no tax benefit in other jurisdictions.
The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits (Pillar Two)
and many countries have incorporated Pillar Two model rule concepts into their domestic laws. Although the model rules provide a
framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines
and may adjust domestic tax incentives in response to Pillar Two. We incurred insignificant tax expenses in connection with Pillar Two in
the three months ended March 31, 2025.
Based on our assessment of the realizability of our deferred tax assets as of March 31, 2025, we continue to maintain valuation
allowances against our deferred tax assets in the U.S. and certain foreign jurisdictions, primarily due to cumulative losses in those
jurisdictions. Given the current year profit and anticipated future profitability in the U.S., it is reasonably possible that the continued
improvement in our U.S. operations could result in the positive evidence necessary to warrant the release of a significant portion of our U.S.
valuation allowance as early as the second half of 2025. A release of the valuation allowance would result in the recognition of certain U.S.
deferred tax assets and a corresponding benefit in our provision for income taxes in the period the release occurs.
NOTE 15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) AND COMMON STOCK
Currency
translation
adjustment
Benefit plans
Cash flow
hedges
Total AOCI
Balance as of January 1, 2025
$(1,734)
$(58)
$33
$(1,759)
AOCI before reclasses – net of taxes of $—, $8, and $—
154
(1)
12
165
Reclasses from AOCI – net of taxes of $—, $(2), and $—
—
(72)
9
(63)
Less: AOCI attributable to noncontrolling interests
2
1
—
3
Balance as of March 31, 2025
$(1,582)
$(132)
$54
$(1,660)
Balance as of January 1, 2024
$(1,335)
$674
$26
$(635)
AOCI before reclasses – net of taxes of $(13), $(15), and $— (a)
11
—
(5)
7
Reclasses from AOCI – net of taxes of $—, $(1), and $—
—
(67)
13
(54)
Less: AOCI attributable to noncontrolling interests
—
2
—
2
Balance as of March 31, 2024
$(1,324)
$604
$34
$(686)
(a) Currency translation adjustment includes $39 million of AOCI allocated to us in connection with the Spin-Off.
2025 1Q FORM 10-Q 15
Common Stock. On April 2, 2024, the Company began trading as an independent, publicly traded company under the stock symbol “GEV”
on the New York Stock Exchange. On April 2, 2024, there were 274,085,523 shares of GE Vernova common stock outstanding. On March
31, 2025, there were 272,934,744 shares of GE Vernova common stock outstanding. On December 10, 2024, we announced that the
Board of Directors had authorized up to $6 billion of common stock repurchases. In connection with this authorization, we repurchased 4
million shares for $1,204 million during the three months ended March 31, 2025, excluding commission fees and excise taxes.
NOTE 16. EARNINGS PER SHARE INFORMATION. On April 2, 2024, there were approximately 274 million shares of GE Vernova
common stock outstanding. The computation of basic and diluted earnings (loss) per common share for all periods through April 1, 2024
was calculated using 274 million common shares and is net of Net loss (income) attributable to noncontrolling interests. For periods prior to
the Spin-Off, there were no dilutive equity instruments as there were no equity awards of GE Vernova outstanding prior to the Spin-Off. The
dilutive effect of outstanding stock options, restricted stock units, and performance share units is reflected in the denominator for diluted
EPS using the treasury stock method.
Three months ended March 31
(In millions, except per share amounts)
2025
2024
Numerator:
Net income (loss)
$264
$(106)
Net loss (income) attributable to noncontrolling interests
(11)
(24)
Net income (loss) attributable to GE Vernova
$254
$(130)
Denominator:
Basic weighted-average shares outstanding
275
274
Dilutive effect of common stock equivalents
4
—
Diluted weighted-average shares outstanding
279
274
Basic earnings (loss) per share
$0.92
$(0.47)
Diluted earnings (loss) per share
$0.91
$(0.47)
Antidilutive securities(a)
1
—
(a) Diluted earnings (loss) per share excludes certain shares issuable under share-based compensation plans because the effect would
have been antidilutive. 
NOTE 17. OTHER INCOME (EXPENSE) – NET
Three months ended March 31
2025
2024
Equity method investment income (loss) (Note 10)
$60
$44
Net interest and investment income (loss)(a)
16
6
Gains (losses) on purchases and sales of business interests
21
(3)
Derivative instruments (Note 18)
2
(3)
Licensing income
4
11
Other – net
16
19
Total other income (expense) – net
$119
$73
(a)Includes financial interest related to our normal business operations primarily with customers.
NOTE 18. FINANCIAL INSTRUMENTS
Loans and Other Receivables. The Company’s financial assets not carried at fair value primarily consist of loan receivables and
noncurrent customer and other receivables. The net carrying amount was $325 million and $318 million as of March 31, 2025 and
December 31, 2024, respectively. The estimated fair value was $321 million and $315 million as of March 31, 2025 and December 31,
2024, respectively. All of these assets are considered to be Level 3.
Derivatives and Hedging. Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility
associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These
hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The
Company does not enter into or hold derivative instruments for speculative trading purposes.
We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities.
These contracts are generally one to 12 months in duration but with maximum remaining maturities of up to 15 years as of March 31, 2025.
Cash Flow Hedges. The total amount in AOCI related to cash flow hedges was a net $54 million gain and a net $33 million gain as of
March 31, 2025 and December 31, 2024, respectively, of which a net $26 million gain and a net $22 million gain, respectively, related to our
share of AOCI recognized at our non-consolidated joint ventures. We expect to reclassify $38 million of pre-tax net losses associated with
designated cash flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted
transactions. The Company reclassified net gains (losses) from AOCI into earnings of $(9) million and $(13) million for the three months
ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the maximum length of time over which we are hedging forecasted
transactions was approximately 10 years.
2025 1Q FORM 10-Q 16
Net Investment Hedges. We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging
relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non
USD-functional subsidiaries and equity method investees. The total amount in AOCI related to net investment hedges was a net gain of
$31 million and $33 million as of March 31, 2025 and December 31, 2024, respectively.
The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:
GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS
March 31, 2025
Gross Notional
All other current
assets
All other assets
All other current
liabilities
All other
liabilities
Foreign currency exchange contracts accounted for
as hedges
$6,079
$38
$145
$45
$38
Foreign currency exchange contracts
33,451
294
119
292
120
Commodity and other contracts
536
13
18
5
2
Derivatives not accounted for as hedges
$33,988
$307
$137
$298
$122
Total gross derivatives
$40,067
$345
$282
$343
$161
Netting adjustment(a)
(239)
(126)
(236)
(126)
Net derivatives recognized in the Consolidated and
Combined Statement of Financial Position
$106
$156
$107
$35
(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts
include fair value adjustments related to our own and counterparty non-performance risk.
December 31, 2024
Gross Notional
All other current
assets
All other assets
All other current
liabilities
All other
liabilities
Foreign currency exchange contracts accounted for
as hedges
$5,789
$61
$144
$58
$65
Foreign currency exchange contracts
34,244
479
159
483
144
Commodity and other contracts
436
12
20
12
2
Derivatives not accounted for as hedges
$34,681
$491
$179
$495
$146
Total gross derivatives
$40,469
$552
$323
$552
$211
Netting adjustment(a)
(383)
(166)
(381)
(166)
Net derivatives recognized in the Consolidated and
Combined Statement of Financial Position
$168
$158
$171
$46
(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts
include fair value adjustments related to our own and counterparty non-performance risk.
PRE-TAX GAINS (LOSSES) RECOGNIZED IN AOCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES
Three months ended March 31
2025
2024
Cash flow hedges
$10
$13
Net investment hedges
(2)
2
The tables below show the effect of our derivative financial instruments in the Consolidated and Combined Statement of Income (Loss):
Three months ended March 31, 2025
Sales of equipment
and services
Cost of equipment
and services
Selling, general,
and administrative
expenses
Other income
(expense) – net
Total amount of income and expense in the
Consolidated and Combined Statement of Income (Loss)
$8,032
$6,562
$1,188
$119
Foreign currency exchange contracts
(9)
—
—
—
Effects of cash flow hedges
$(9)
$—
$—
$—
Foreign currency exchange contracts
—
(3)
(38)
2
Commodity and other contracts
—
(8)
5
—
Effect of derivatives not designated as hedges
$—
$(11)
$(33)
$2
2025 1Q FORM 10-Q 17
Three months ended March 31, 2024
Sales of equipment
and services
Cost of equipment
and services
Selling, general,
and administrative
expenses
Other income
(expense) – net
Total amount of income and expense in the
Consolidated and Combined Statement of Income (Loss)
$7,260
$6,109
$1,202
$73
Foreign currency exchange contracts
(4)
9
—
—
Effects of cash flow hedges
$(4)
$9
$—
$—
Foreign currency exchange contracts
—
29
(5)
(3)
Commodity and other contracts
—
—
(11)
—
Effect of derivatives not designated as hedges
$—
$29
$(16)
$(3)
The amount excluded for cash flow hedges was a gain (loss) of $8 million and $1 million for the three months ended March 31, 2025 and
2024, respectively. This amount is recognized in Sales of equipment, Sales of services, Cost of equipment, and Cost of services in our
Consolidated and Combined Statement of Income (Loss).
NOTE 19. VARIABLE INTEREST ENTITIES (VIEs). In our Consolidated and Combined Statement of Financial Position, we have
assets of $112 million and $111 million and liabilities of $140 million and $134 million as of March 31, 2025 and December 31, 2024,
respectively, from consolidated VIEs. These entities were created to manage our insurance exposure through an insurance captive and to
help our customers facilitate or finance the purchase of GE Vernova equipment and services, and have no features that could expose us to
losses that would significantly exceed the difference between the consolidated assets and liabilities.
Our investments in unconsolidated VIEs were $89 million and $90 million as of March 31, 2025 and December 31, 2024, respectively. Of
these investments, $35 million and $37 million as of March 31, 2025 and December 31, 2024, respectively, were owned by our Financial
Services business. Our maximum exposure to loss in respect of unconsolidated VIEs is increased by our commitments to make additional
investments in these entities described in Note 20.
NOTE 20. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES
Commitments. We had total investment commitments of $7 million and unfunded lending commitments of $95 million at March 31, 2025.
The commitments primarily consist of obligations to make investments or provide funding by our Gas Power and Financial Services
businesses. See Note 19 for further information.
Guarantees. As of March 31, 2025, we were committed under the following guarantee arrangements:
Credit support. We have provided $571 million of credit support on behalf of certain customers or associated companies, predominantly
joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to
support our consolidated subsidiaries. The liability for such credit support was $6 million.
Indemnification agreements. We have $952 million of indemnification commitments, including obligations arising from the Spin-Off, our
commercial contracts, and agreements governing the sale of business assets, for which we recorded a liability of $569 million. The liability
is primarily associated with cash and deposits, of which $325 million relates to cash transferred to the Company from GE as part of the
Spin-Off that is restricted in connection with certain legal matters related to legacy GE operations. The liability reflects the use of these
funds to settle any associated obligations and the return of any remaining cash to GE in a future reporting period once resolved. In addition,
the liability includes $149 million of indemnifications in connection with agreements entered into with GE related to the Spin-Off, including
the Tax Matters Agreement.
Product Warranties. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates
are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts
provided. The liability for product warranties was $1,405 million and $1,370 million as of March 31, 2025 and December 31, 2024,
respectively.
Credit Facilities. We have $6,000 million of credit facilities consisting of (i) a five-year unsecured revolving credit facility in an aggregate
committed amount of $3,000 million and (ii) a standby letter of credit and bank guarantee facility in an aggregate committed amount of
$3,000 million. For further information, see Note 22 in the Notes to our consolidated and combined financial statements in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2024. Fees related to the unused portion of the facilities were insignificant in
the three months ended March 31, 2025. 
Legal Matters. In the normal course of our business, we are involved from time to time in various arbitrations, class actions, commercial
litigation, investigations, and other legal, regulatory, or governmental actions, including the significant matters described below that could
have a material impact on our results of operations. In many proceedings, including the specific matters described below, it is inherently
difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and
accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the
nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of
loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the
damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other
parties, and other factors that may have a material effect on the outcome. For these matters, unless otherwise specified, we do not believe
it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many
years, during which time relevant developments and new information must be continuously evaluated.
2025 1Q FORM 10-Q 18
Alstom Legacy Legal Matters. In November 2015, we acquired the power and grid businesses of Alstom, which prior to the acquisition
was the subject of significant cases involving anti-competitive activities and improper payments. The estimated liability balance was $235
million and $236 million at March 31, 2025 and December 31, 2024, respectively, for legal and compliance matters related to the legacy
business practices that were the subject of cases in various jurisdictions. Allegations in these cases relate to claimed anti-competitive
conduct or improper payments in the pre-acquisition period as the source of legal violations or damages. Given the significant litigation and
compliance activity related to these matters and our ongoing efforts to resolve them, it is difficult to assess whether the disbursements will
ultimately be consistent with the estimated liability established. The estimation of this liability may not reflect the full range of uncertainties
and unpredictable outcomes inherent in litigation and investigations of this nature, and at this time we are unable to develop a meaningful
estimate of the range of reasonably possible additional losses beyond the amount of this estimated liability. Factors that can affect the
ultimate amount of losses associated with these and related matters include formulas for determining disgorgement, fines and/or penalties,
the duration and amount of legal and investigative resources applied, political and social influences within each jurisdiction, and tax
consequences of any settlements or previous deductions, among other considerations. Actual losses arising from claims in these and
related matters could exceed the amount provided.
Environmental and Asset Retirement Obligations. Our operations involve the use, disposal, and cleanup of substances regulated under
environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental
remediation activities and may incur additional liabilities in connection with previously remediated sites. Additionally, like many other
industrial companies, we and our subsidiaries are defendants in various lawsuits related to alleged worker exposure to asbestos or other
hazardous materials. Liabilities for environmental remediation, nuclear decommissioning, and worker exposure claims exclude possible
insurance recoveries.
It is reasonably possible that our exposure will exceed amounts accrued. However, due to uncertainties about the status of laws,
regulations, technology, and information related to individual sites and lawsuits, such amounts are not reasonably estimable. Our reserves
related to environmental remediation and worker exposure claims recorded in All other liabilities were $139 million and $138 million as of
March 31, 2025 and December 31, 2024, respectively.
We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the
obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent nuclear decommissioning, legal
obligations to return leased premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is
measured at the present value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs
are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. Our asset
retirement obligations were $525 million and $622 million as of March 31, 2025 and December 31, 2024, respectively, and are recorded in
All other current liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position. Of these amounts,
$440 million and $546 million were related to nuclear decommissioning obligations. The decrease in the liability balance was primarily due
to a settlement of a nuclear decommissioning obligation during the three months ended March 31, 2025.
NOTE 21. RESTRUCTURING CHARGES AND SEPARATION COSTS
Restructuring and Other Charges. The Company has undertaken or committed to various restructuring initiatives, including workforce
reductions and the consolidation of manufacturing and service facilities. Restructuring and other charges primarily include employee-related
termination benefits associated with workforce reductions, facility exit costs, asset write-downs, and cease-use costs. We expect the
majority of costs to be incurred within two years of the commitment of a restructuring initiative.
This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in
our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal
and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note 22 for further information.
RESTRUCTURING AND OTHER CHARGES
Three months ended March 31
2025
2024
Workforce reductions
$41
$76
Plant closures and associated costs and other asset write-downs
22
66
Acquisition/disposition net charges and other
5
5
Total restructuring and other charges
$68
$147
Cost of equipment and services
$54
$104
Selling, general, and administrative expenses
14
42
Total restructuring and other charges
$68
$147
Power
$11
$48
Wind
51
89
Electrification
2
10
Other
4
—
Total restructuring and other charges(a)
$68
$147
(a) Includes $28 million and $68 million, for the three months ended March 31, 2025 and 2024, respectively, primarily of non-cash
impairment, accelerated depreciation, and other charges not reflected in the liability table below.
Liabilities associated with restructuring activities were primarily related to workforce reductions, and were recorded in All other current
liabilities, All other liabilities, and Non-current compensation and benefits.
2025 1Q FORM 10-Q 19
RESTRUCTURING LIABILITIES
2025
2024
Balance as of January 1
$308
$276
Additions
40
78
Payments
(46)
(61)
Foreign exchange and other
(25)
(4)
Balance as of March 31
$277
$289
Total restructuring and other charges incurred for the three months ended March 31, 2025 and 2024 primarily relate to programs to simplify
the organizational structure of, reduce operating costs in, and to right-size the Wind business.
Separation Costs. In connection with the Spin-Off, the Company recognized separation costs of $45 million for the three months ended
March 31, 2025 in our Consolidated and Combined Statement of Income (Loss). Separation costs include system implementations,
advisory fees, one-time stock option grant, and other one-time costs, which are primarily recorded in Selling, general, and administrative
costs.
NOTE 22. SEGMENT INFORMATION. Operating segments include components of an enterprise about which separate financial
information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (CODM) for the purpose of assessing
performance and allocating resources. The Company’s CODM is its Chief Executive Officer (CEO). Our operating activities are managed
through three segments: Power, Wind, and Electrification. These segments have been identified based on the nature of the products and
services sold and how the Company manages its operations.
The performance of these segments is principally measured based on revenues and segment EBITDA. Segment EBITDA is determined
based on the performance measures used by our CEO to assess the performance of each business in a given period. In connection with
that assessment, the CEO may exclude matters, such as charges for impairments, significant higher-cost restructuring programs,
manufacturing footprint rationalization and other similar expenses, acquisition costs and other related charges, certain gains and losses
from acquisitions or dispositions, and certain other non-operational items.
Consistent accounting policies have been applied by all segments for all reporting periods. See Note 1 for a description of our reportable
segments.
Three months ended March 31
TOTAL SEGMENT REVENUES BY BUSINESS UNIT
2025
2024
Gas Power
$3,579
$3,041
Nuclear Power
200
229
Hydro Power
157
181
Steam Power
487
584
Power
$4,423
$4,035
Onshore Wind
$1,583
$1,059
Offshore Wind
204
441
LM Wind Power
63
139
Wind
$1,850
$1,639
Grid Solutions
$1,275
$1,109
Power Conversion & Storage
381
336
Electrification Software
224
206
Electrification
$1,879
$1,651
Total segment revenues
$8,151
$7,325
SEGMENT EBITDA
Three months ended March 31, 2025
Power
Wind
Electrification
Total
Equipment revenues
$1,422
$1,406
$1,369
$4,197
Services revenues
2,924
438
466
3,828
Intersegment revenues
76
7
44
126
Segment revenues
4,423
1,850
1,879
8,151
Other revenues and elimination of intersegment revenues
(119)
Total revenues
8,032
Less:(a)
Cost of revenues(b)
3,369
1,840
1,283
Selling, general, and administrative expenses(b)
454
134
344
Research and development expenses(b)
104
33
87
Other segment items(c)
(13)
(11)
(49)
Segment EBITDA
$508
$(146)
$214
$576
2025 1Q FORM 10-Q 20
Three months ended March 31, 2024
Power
Wind
Electrification
Total
Equipment revenues
$1,185
$1,227
$1,203
$3,615
Services revenues
2,823
407
403
3,632
Intersegment revenues
28
5
44
78
Segment revenues
4,035
1,639
1,651
7,325
Other revenues and elimination of intersegment revenues
(65)
Total revenues
7,260
Less:(a)
Cost of revenues(b)
3,136
1,610
1,195
Selling, general, and administrative expenses(b)
516
147
330
Research and development expenses(b)
80
62
87
Other segment items(c)
(42)
(7)
(27)
Segment EBITDA
$345
$(173)
$66
$238
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
Intersegment expenses are included within the amounts shown.
(b) Excludes depreciation and amortization expenses.
(c) Primarily includes equity method investment income and other interest and investment income.
RECONCILIATION OF SEGMENT EBITDA TO NET INCOME (LOSS)
Three months ended March 31
2025
2024
Segment EBITDA
$576
$238
Corporate and other(a)
(119)
(49)
Restructuring and other charges
(67)
(148)
Gains (losses) on purchases and sales of business interests
19
(5)
Separation (costs) benefits(b)
(45)
—
Non-operating benefit income
115
134
Depreciation and amortization(c)
(203)
(209)
Interest and other financial charges – net(d)
55
(4)
Benefit (provision) for income taxes
(67)
(64)
Net income (loss)
$264
$(106)
(a) Includes interest expense (income) of zero and $10 million and benefit (provision) for income taxes of $(2) million and $54 million for the
three months ended March 31, 2025 and 2024, respectively, related to our Financial Services business which, because of the nature of
its investments, is measured on an after-tax basis.
(b) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant,
and other one-time costs.
(c) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences
included in Equity method investment income (loss) which is part of Other income (expense) - net.
(d) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
ASSETS BY SEGMENT
March 31, 2025
December 31, 2024
Power
$23,882
$24,161
Wind
9,922
9,970
Electrification
7,606
7,402
Other(a)
10,150
9,952
Total assets
$51,559
$51,485
(a)We classify deferred tax assets as "Other" for purposes of this disclosure.
Property, plant, and equipment
additions
Depreciation and amortization
Three months ended March 31
Three months ended March 31
2025
2024
2025
2024
Power
$84
$50
$116
$115
Wind
50
112
54
66
Electrification
36
13
21
21
Other
15
42
15
48
Total
$186
$216
$205
$251
2025 1Q FORM 10-Q 21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with our consolidated and combined financial statements, which are prepared in conformity with U.S. generally accepted accounting
principles (GAAP), and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and
analysis provides information that management believes to be relevant to understanding the financial condition and results of operations of
the Company for the three months ended March 31, 2025 and 2024. The below discussion should be read alongside Item 7.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined
financial statements and corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Unless
otherwise noted, tables are presented in U.S. dollars in millions, except for per-share amounts which are presented in U.S. dollars. Certain
columns and rows within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from
the underlying numbers in millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding
period in the prior year.
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial
data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP
financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most
directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."
Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates
as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to our audited consolidated and
combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Tariffs. During April 2025, the United States and other countries imposed global tariffs. These tariffs and any future tariffs will result in
additional costs to us. The current total estimated cost impact from the global tariffs as outlined is approximately $300 million to $400 million
in 2025, after taking into consideration contractual protections and mitigating actions. The actual impact of the tariffs may be significantly
different than our current estimate. Our estimate is subject to several factors including the amount, duration, scope and nature of the tariffs,
countermeasures that countries take, mitigating or other actions we take, and contractual implications.
Power Conversion & Storage. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our
Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented
within this report conforms to the new business unit structure within the Electrification segment.
TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a number of
factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.
Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like
decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions.
These trends, along with the growing focus on the digitization and sustainability of the electricity infrastructure, drive growth across each of
our business segments. We believe that our industry-defining technologies and commitment to innovation position us well to capitalize on
these long-term trends:
•Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet
forecasted energy demand growth arising from population and global economic growth.
•Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and
efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.
•Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon
energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient and affordable
system.
•Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have
increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of
energy sources.
•Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the
need to update aging infrastructure with new grid integration and automation solutions.
•Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and
subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory
changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.
•Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and
deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic
initiatives.
RESULTS OF OPERATIONS
Summary of Results. RPO was $123.4 billion and $116.3 billion as of March 31, 2025 and 2024, respectively. For the three months ended
March 31, 2025, total revenues were $8.0 billion, an increase of $0.8 billion for the quarter. Net income (loss) was $0.3 billion, an increase
of $0.4 billion in net income for the quarter, and net income (loss) margin was 3.3%. Diluted earnings (loss) per share was $0.91 for the
three months ended March 31, 2025, an increase in diluted earnings per share of $1.38 for the quarter. Cash flows from (used for)
operating activities were $1.2 billion and $(0.4) billion for the three months ended March 31, 2025 and 2024, respectively.
For the three months ended March 31, 2025, Adjusted EBITDA* was $0.5 billion, an increase of $0.3 billion. Free cash flow* was $1.0
billion and $(0.7) billion for the three months ended March 31, 2025 and 2024, respectively.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 22
RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase
order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the
estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period,
excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for
time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and
other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a
substantive penalty. See Note 8 in the Notes to the consolidated and combined financial statements for further information.
RPO
March 31, 2025
December 31, 2024
March 31, 2024
Equipment
$45,478
$43,047
$42,210
Services
77,959
75,976
74,083
Total RPO
$123,438
$119,023
$116,293
As of March 31, 2025, RPO increased $4.4 billion (4%) from December 31, 2024, primarily at Power, due to increases at Gas Power due
to Heavy-Duty Gas Turbine equipment and contractual services, and increases at Steam Power services and Hydro Power equipment; at
Electrification, primarily due to demand for switchgear and transformers at Grid Solutions; partially offset at Wind, due to a decrease in
orders at Onshore Wind, and at Offshore Wind as we continue to execute on our contracts. RPO increased $7.1 billion (6%) from March
31, 2024, primarily at Electrification, due to demand for high-voltage direct current solutions and switchgear at Grid Solutions; at Power,
primarily due to Gas Power, driven by increases in services and equipment, and increases in Hydro Power equipment, partially offset by a
reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to Electricité de France S.A. (EDF)
which was completed in the second quarter of 2024; partially offset at Wind, due to decreases at Offshore Wind as we continue to execute
on our contracts, and the finalization of the settlement of a previously canceled project in the third quarter of 2024, and decreases at
Onshore Wind.
Three months ended March 31
REVENUES
2025
2024
Equipment revenues
$4,197
$3,617
Services revenues
3,835
3,642
Total revenues
$8,032
$7,260
For the three months ended March 31, 2025, total revenues increased $0.8 billion (11%). Equipment revenues increased at Power, due
to increases in Gas Power from Heavy-Duty Gas Turbine deliveries; increased at Wind, primarily at Onshore Wind due to improved pricing
and delivery of more units partially offset at Offshore Wind due to a slower pace of production; and increased at Electrification, primarily at
Grid Solutions due to growth in switchgear and transformer equipment volume. Services revenues increased at Power, driven by Gas
Power and Steam Power favorable volume and price; and increased at Electrification, primarily due to growth at Grid Solutions.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $1.1 billion (15%), organic services revenues* increased $0.3 billion (8%), and organic equipment revenues* increased $0.8
billion (22%). Organic revenues* increased at Power, Electrification, and Wind.
Three months ended March 31
EARNINGS (LOSS)
2025
2024
Operating income (loss)
$43
$(289)
Net income (loss)
264
(106)
Net income (loss) attributable to GE Vernova
254
(130)
Adjusted EBITDA*
457
189
Diluted earnings (loss) per share(a)
$0.91
$(0.47)
(a)The computation of earnings (loss) per share for all periods through April 1, 2024 was calculated using 274 million common shares that
were issued upon Spin-Off and excludes Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, the
Company participated in various GE stock-based compensation plans, and there were no dilutive equity instruments as there were no
equity awards of GE Vernova outstanding prior to Spin-Off.
For the three months ended March 31, 2025, operating income (loss) was under $0.1 billion, a $0.3 billion increase, primarily due to: an
increase in segment results at Power of $0.2 billion, primarily at Gas Power and Steam Power due to higher volume, favorable price, and
increased productivity partially offset by the impact of inflation and additional expenses to support investments at Gas Power and Nuclear
Power; at Electrification of $0.1 billion, primarily due to volume, productivity, and favorable price at Grid Solutions; and at Wind of less than
$0.1 billion, primarily at Onshore Wind due to improved equipment pricing, market selectivity, and increases in units delivered at Onshore
Wind, partially offset by decreases in Onshore Wind services from increased costs to improve fleet performance and decreases at Offshore
Wind due to a termination of a supply agreement; partially offset by higher corporate costs required to operate as a stand-alone public
company.
Net income (loss) and Net income (loss) margin were $0.3 billion and 3.3%, respectively, for the three months ended March 31, 2025, an
increase of $0.4 billion and 4.8%, respectively, for the quarter, primarily due to an increase in operating income (loss) of $0.3 billion and an
increase in Interest and other financial income (charges) - net of $0.1 billion.
Adjusted EBITDA* and Adjusted EBITDA margin* were $0.5 billion and 5.7%, respectively, for the three months ended March 31, 2025, an
increase of $0.3 billion and 3.1%, respectively, primarily driven by increases in segment results at Power, Electrification, and Wind.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 23
SEGMENT OPERATIONS. Segment revenues include sales of equipment and services by our segments. Segment EBITDA is
determined based on performance measures used by our Chief Operating Decision Maker, who is our Chief Executive Officer (CEO), to
assess the performance of each business in a given period. In connection with that assessment, the CEO may exclude certain non-cash
charges, such as depreciation and amortization, impairments and other matters, major restructuring programs, and certain gains and
losses from purchases and sales of business interests. Certain corporate costs, including those related to shared services, employee
benefits and information technology (IT), are allocated to our segments based on usage or their relative net cost of operations.
Three months ended March 31
SUMMARY OF REPORTABLE SEGMENTS
2025
2024
Power
$4,423
$4,035
Wind
1,850
1,639
Electrification
1,879
1,651
Eliminations and other
(119)
(65)
Total revenues
$8,032
$7,260
Segment EBITDA
    Power
$508
$345
    Wind
(146)
(173)
    Electrification
214
66
Corporate and other(a)
(119)
(49)
Adjusted EBITDA*(b)
$457
$189
(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone
public company.
(b) See "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and
other financial income (charges) and the benefit for income taxes of Financial Services as this business is managed on an after-tax
basis due to the nature of its investments.
POWER
Three months ended March 31
Orders in units
2025
2024
Gas Turbines
38
34
Heavy-Duty Gas Turbines
29
16
HA-Turbines
8
8
Aeroderivatives
9
18
Gas Turbine Gigawatts
7.1
4.9
Three months ended March 31
Sales in units
2025
2024
Gas Turbines
19
17
Heavy-Duty Gas Turbines
12
10
HA-Turbines
5
1
Aeroderivatives
7
7
Gas Turbine Gigawatts
3.0
2.3
RPO
March 31, 2025
December 31, 2024
March 31, 2024
Equipment
$13,920
$12,461
$14,394
Services
62,372
60,890
58,389
Total RPO
$76,292
$73,351
$72,783
RPO as of March 31, 2025 increased $2.9 billion (4%) from December 31, 2024, primarily at Gas Power due to Heavy-Duty Gas Turbine
equipment and contractual services, and increases at Steam Power services and Hydro Power equipment. RPO increased $3.5 billion (5%)
from March 31, 2024, primarily at Gas Power due to increases in services and equipment, and increases in Hydro Power equipment,
partially offset by a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF which
was completed in the second quarter of 2024.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 24
Three months ended March 31
SEGMENT REVENUES AND EBITDA
2025
2024
Gas Power
$3,579
$3,041
Nuclear Power
200
229
Hydro Power
157
181
Steam Power
487
584
Total segment revenues
$4,423
$4,035
Equipment
$1,491
$1,201
Services
2,931
2,833
Total segment revenues
$4,423
$4,035
Segment EBITDA
$508
$345
Segment EBITDA margin
11.5
%
8.6
%
For the three months ended March 31, 2025, segment revenues were up $0.4 billion (10%) and segment EBITDA was up $0.2
billion (47%).
Segment revenues increased $0.6 billion (16%) organically*, primarily at Gas Power due to increases in Heavy-Duty Gas Turbine
equipment deliveries and increases in Gas Power and Steam Power services from favorable volume and price.
Segment EBITDA increased $0.1 billion (23%) organically*, primarily at Gas Power and Steam Power due to higher volume, favorable
price, and increased productivity partially offset by the impact of inflation and additional expenses to support investments at Gas Power and
Nuclear Power.
WIND
Three months ended March 31
Onshore and Offshore Wind orders in units
2025
2024
Wind Turbines
23
190
Repower Units
—
41
Wind Turbine and Repower Units Gigawatts
0.1
0.7
Three months ended March 31
Onshore and Offshore Wind sales in units
2025
2024
Wind Turbines
276
252
Repower Units
130
—
Wind Turbine and Repower Units Gigawatts
1.3
1.1
RPO
March 31, 2025
December 31, 2024
March 31, 2024
Equipment
$9,676
$10,720
$13,119
Services
12,484
11,962
13,045
Total RPO
$22,160
$22,682
$26,164
RPO as of March 31, 2025 decreased $0.5 billion (2%) from December 31, 2024, primarily due to a decrease in orders at Onshore Wind as
U.S. customers dealt with permitting delays and policy uncertainty and decreases at Offshore Wind as we continue to execute on our
contracts. RPO decreased $4.0 billion (15%) from March 31, 2024, primarily due to decreases at Offshore Wind as we continue to execute
on our contracts and the finalization of the settlement of a previously canceled project in the third quarter of 2024, and decreases at
Onshore Wind.
Three months ended March 31
SEGMENT REVENUES AND EBITDA
2025
2024
Onshore Wind
$1,583
$1,059
Offshore Wind
204
441
LM Wind Power
63
139
Total segment revenues
$1,850
$1,639
Equipment
$1,412
$1,232
Services
438
407
Total segment revenues
$1,850
$1,639
Segment EBITDA
$(146)
$(173)
Segment EBITDA margin
(7.9)
%
(10.6)
%
For the three months ended March 31, 2025, segment revenues were up $0.2 billion (13%) and segment EBITDA increased slightly
(16%).
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 25
Segment revenues increased $0.2 billion (15%) organically*, primarily at Onshore Wind due to improved equipment pricing and delivery of
more units partially offset by decreases at Offshore Wind due to a slower pace of production and decreases in volume at LM Wind Power.
Segment EBITDA increased slightly (7%) organically*, primarily at Onshore Wind due to improved equipment pricing, market selectivity,
and increases in units delivered partially offset by decreases in Onshore Wind services from increased costs to improve fleet performance
and decreases at Offshore Wind due to a termination of a supply agreement.
ELECTRIFICATION
RPO
March 31, 2025
December 31, 2024
March 31, 2024
Equipment
$21,996
$20,005
$14,849
Services
3,466
3,448
3,221
Total RPO
$25,462
$23,453
$18,069
RPO as of March 31, 2025 increased $2.0 billion (9%) from December 31, 2024, primarily due to demand for switchgear and transformers
at Grid Solutions. RPO increased $7.4 billion (41%) from March 31, 2024, primarily due to demand for high-voltage direct current solutions
and switchgear at Grid Solutions.
Three months ended March 31
SEGMENT REVENUES AND EBITDA
2025
2024
Grid Solutions
$1,275
$1,109
Power Conversion & Storage
381
336
Electrification Software
224
206
Total segment revenues
$1,879
$1,651
Equipment
$1,391
$1,230
Services
487
421
Total segment revenues
$1,879
$1,651
Segment EBITDA
$214
$66
Segment EBITDA margin
11.4
%
4.0
%
For the three months ended March 31, 2025, segment revenues were up $0.2 billion (14%) and segment EBITDA was up $0.1
billion.
Segment revenues increased $0.3 billion (18%) organically*, primarily at Grid Solutions due to growth in switchgear and transformer
equipment volume.
Segment EBITDA increased $0.1 billion organically*, primarily due to volume, productivity, and favorable price at Grid Solutions.
OTHER INFORMATION
Gross Profit and Gross Margin. Gross profit was $1.5 billion and $1.2 billion for the three months ended March 31, 2025 and 2024,
respectively. Gross margin was 18.3% and 15.8% for the three months ended March 31, 2025 and 2024, respectively. The increase in
gross profit for the quarter was due to an increase at Power primarily at Gas Power and Steam Power from higher volume, favorable price,
and increased productivity partially offset by the impact of inflation; an increase at Electrification due to higher volume, productivity, and
favorable price primarily at Grid Solutions; partially offset by a decrease at Wind due to Offshore Wind termination of a supply agreement
and Onshore Wind services from increased costs to improve fleet performance partially offset by improvement in equipment pricing, market
selectivity and increases in units delivered at Onshore Wind.
Selling, General, and Administrative. Selling, general, and administrative costs were $1.2 billion and $1.2 billion and comprised 14.8%
and 16.6% of revenues for the three months ended March 31, 2025 and 2024, respectively. The decrease in costs for the quarter was
attributable to cost reduction initiatives and the sale of a portion of Steam Power nuclear activities to EDF, partially offset by labor inflation
and higher corporate costs.
Restructuring Charges and Separation Costs. We continuously evaluate our cost structure and are implementing several restructuring
and process transformation actions considered necessary to simplify our organizational structure. In addition, in connection with the Spin-
Off, we incurred and will continue to incur certain one-time separation costs. See Note 21 in the Notes to the consolidated and combined
financial statements for further information.
Interest and Other Financial Income (Charges) – Net. Interest and other financial income (charges) – net was $0.1 billion in income and
less than $0.1 billion in charges for the three months ended March 31, 2025 and 2024, respectively. The income in 2025 was primarily
driven by a higher average balance of invested funds during the three months ended March 31, 2025. The primary components of net
interest and other financial income (charges) are fees on cash management activities, interest on borrowings, and interest earned on cash
balances and short-term investments.
Income Taxes. We recorded income tax expense on pre-tax income with an effective tax rate of 20.5% for the three months ended March
31, 2025. The effective tax rate was lower than the U.S. statutory rate of 21% primarily due to an income tax benefit from stock-based
compensation, mostly offset by losses providing no tax benefit in certain jurisdictions.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 26
We recorded an income tax expense on a pre-tax loss in the three months ended March 31, 2024 due to taxes in profitable jurisdictions
and losses providing no tax benefit in other jurisdictions.
We regularly assess the realizability of our deferred tax assets based on all available evidence both positive and negative. Based on our
assessment of the realizability of our deferred tax assets as of March 31, 2025, we continue to maintain valuation allowances against
our deferred tax assets in the U.S. and certain foreign jurisdictions, primarily due to cumulative losses in those jurisdictions. Given the
current year profit and anticipated future profitability in the U.S., it is reasonably possible that the continued improvement in our U.S.
operations could result in the positive evidence necessary to warrant the release of a significant portion of our U.S. valuation allowance as
early as the second half of 2025. A release of the valuation allowance would result in the recognition of certain U.S. deferred tax assets and
a corresponding benefit in our provision for income taxes in the period the release occurs. See Note 14 in the Notes to the consolidated
and combined financial statements for further information.
CAPITAL RESOURCES AND LIQUIDITY. Historically, we participated in cash pooling and other financing arrangements with GE to
manage liquidity and fund our operations. As a result of completing the Spin-Off, we no longer participate in these arrangements and our
Cash, cash equivalents, and restricted cash are held and used solely for our own operations. Our capital structure, long-term commitments,
and sources of liquidity have changed significantly from our historical practices. As of March 31, 2025, our Cash, cash equivalents, and
restricted cash was $8.1 billion, $0.3 billion of which was restricted use cash. In addition, we have access to a $3.0 billion committed
revolving credit facility (Revolving Credit Facility). See “—Capital Resources and Liquidity—Debt” for further information. We believe our
unrestricted cash, cash equivalents, future cash flows generated from operations, and committed credit facility will be responsive to the
needs of our current and planned operations for at least the next 12 months.
On April 8, 2025, the Board of Directors declared a $0.25 per share quarterly dividend on our outstanding common stock, payable on May
16, 2025, to stockholders of record as of April 18, 2024. On December 10, 2024, the Board of Directors authorized up to $6 billion of
common stock repurchases. In connection with this authorization, we repurchased 4 million shares for $1.2 billion during the three months
ended March 31, 2025. Although we intend to fund priorities that profitably grow the company and return capital to stockholders through
dividends and share repurchases as part of our capital allocation strategy, we are not obligated to pay cash dividends or to repurchase a
specified or any number or dollar value of shares under our share repurchase program. The declaration of any future dividends is at the
discretion of our Board of Directors and will be based on our earnings, financial condition, cash requirements, prospects, and other factors.
The amount and timing of any future share repurchases under our share repurchase program will be based on the trading price and volume
of our shares of common stock and other market factors as well as our earnings, financial condition, cash requirements, prospects,
alternative uses for our cash, and other factors.
Consolidated and Combined Statement of Cash Flows. The most significant source of cash flows from operations is customer-related
activities, the largest of which is collecting cash resulting from equipment or services sales. The most significant operating uses of cash are
to pay our suppliers, employees, tax authorities, and postretirement plans. We measure ourselves on a free cash flow* basis. We believe
that free cash flow* provides management and investors with an important measure of our ability to generate cash on a normalized basis.
Free cash flow* also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations; however, free cash flow*
does not delineate funds available for discretionary uses as it does not deduct the payments required for certain investing and financing
activities.
We typically invest in property, plant, and equipment (PP&E) over multiple periods to support new product introductions and increases in
manufacturing capacity and to perform ongoing maintenance of our manufacturing operations. We believe that while PP&E expenditures
will fluctuate period to period, we will need to maintain a material level of net PP&E spend to maintain ongoing operations and growth of the
business.
Three months ended March 31
FREE CASH FLOW (NON-GAAP)
2025
2024
Cash from (used for) operating activities (GAAP)
$1,161
$(444)
Add: Gross additions to property, plant, and equipment and internal-use software
(186)
(217)
Free cash flow (Non-GAAP)
$975
$(661)
Cash from (used for) operating activities was $1.2 billion and $(0.4) billion for the three months ended March 31, 2025 and 2024,
respectively.
Cash from (used for) operating activities increased by $1.6 billion in 2025 compared to 2024, primarily driven by: an increase in current
receivables of $0.6 billion, primarily due to higher collections, including a decrease in past dues, partially offset by higher billings; an
increase in accounts payable and equipment project payables of $0.4 billion, primarily due to the nonrecurrence of settlements of payables
with GE prior to the Spin-Off in the first quarter of 2024; higher net income (after adjusting for depreciation of PP&E, and amortization of
intangible assets) of $0.3 billion; an increase in inventories of $0.3 billion, due to higher liquidations in Power and lower purchases of
materials in Wind; and an increase in contract liabilities and current deferred income of $0.2 billion, primarily due to higher down payments
on orders and slot reservation agreements at Power, partially offset by lower collections on projects at Onshore Wind.
Cash from operating activities of $1.2 billion for the three months ended March 31, 2025 included a $1.0 billion inflow from changes in
working capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of
$1.1 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at
Electrification, partially offset by revenue recognition at Wind; and current receivables of $0.9 billion, driven by collections outpacing billings
in Wind and Power and a decrease in past dues; partially offset by inventories of $(0.4) billion, primarily due to volume in Power and
Electrification to support fulfillment and deliveries expected in 2025; current contract assets of $(0.3) billion, driven by revenue recognition
exceeding billings, primarily in Power and Wind; and accounts payable and equipment project payables of $(0.3) billion, due to
disbursements outpacing purchases of materials, partially offset by a decrease in prepayments.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 27
Cash used for operating activities of $0.4 billion for the three months ended March 31, 2024 included a $0.5 billion outflow from changes in
working capital. The cash outflow from changes in working capital was primarily driven by: inventories of $(0.7) billion, primarily in Gas
Power at Power and Onshore Wind at Wind, to support fulfillment and deliveries expected in the second half of 2024; accounts payable and
equipment project payables of $(0.7) billion due to higher disbursements than volume across all businesses, and settlements of payables
with GE in preparation for the Spin-Off; and current contract assets of $(0.3) billion driven by revenue recognition exceeding billings,
primarily in our Offshore Wind business at Wind; partially offset by contract liabilities and current deferred income of $0.9 billion as a result
of down payments and collections on several large projects in Onshore Wind at Wind, Gas Power at Power and Grid Solutions at
Electrification; and current receivables of $0.3 billion, driven by benefits arising from the IRA related to advanced manufacturing credits of
$0.2 billion, and collections outpacing billings, primarily in Power.
Cash from (used for) investing activities was $(0.1) billion and $(0.3) billion for the three months ended March 31, 2025 and 2024,
respectively.
Cash used for investing activities decreased by $0.2 billion in 2025 compared to 2024 primarily driven by: lower purchases of and
contributions to equity method investments of $0.1 billion, primarily in our Financial Services business; and higher sales of and distributions
from equity method investments of $0.1 billion, driven by the sale of an approximately 2% equity interest in China XD Electric Co., Ltd. in
the first quarter of 2025. Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was $0.2
billion for both the three months ended March 31, 2025 and 2024.
Cash from (used for) financing activities was $(1.3) billion and $1.9 billion for the three months ended March 31, 2025 and 2024,
respectively. Cash used for financing activities increased by $3.2 billion in 2025 compared to 2024 primarily driven by: the nonrecurrence of
transfers from parent of $2.0 billion; and cash settlements for share repurchases of $1.1 billion in the first quarter of 2025.
Material Cash Requirements. In the normal course of business, we enter into contracts and commitments that oblige us to make
payments in the future. See Notes 6 and 20 in the Notes to the consolidated and combined financial statements for further information
regarding our obligations under lease and guarantee arrangements as well as our investment commitments. See Note 12 in the Notes to
the consolidated and combined financial statements for further information regarding material cash requirements related to our pension
obligations.
Debt. We had less than $0.1 billion and $0.1 billion of total debt, excluding finance leases, as of March 31, 2025 and December 31, 2024,
respectively. We have a $3.0 billion Revolving Credit Facility to fund near-term intra-quarter working capital needs as they arise. In addition,
we have a $3.0 billion committed trade finance facility (Trade Finance Facility, and together with the Revolving Credit Facility, the Credit
Facilities). The Trade Finance Facility has not been and is not expected to be utilized, and does not contribute to direct liquidity. We believe
that our financing arrangements, future cash from operations, and access to capital markets will provide adequate resources to fund our
future cash flow needs. For more information about the Credit Facilities, refer to our Current Report on Form 8-K, filed with the SEC on April
2, 2024, and see Note 20 in the Notes to the consolidated and combined financial statements.
Credit Ratings and Conditions. We have access to the Revolving Credit Facility to fund operations, and we may rely on debt capital
markets in the future to further support our liquidity needs. The cost and availability of any debt financing is influenced by our credit ratings
and market conditions. Standard and Poor's Global Ratings (S&P) and Fitch Ratings (Fitch) have issued credit ratings for the Company. On
March 12, 2025, Fitch affirmed GE Vernova Inc.'s long-term credit rating and revised its outlook to Positive from Stable. On April 9, 2025,
S&P issued an annual tear sheet with no change to GE Vernova Inc.'s long-term credit rating or outlook. Our credit ratings as of the date of
this filing are set forth in the following table.
S&P
Fitch
Outlook
Stable
Positive
Long-term
BBB-
BBB
We are disclosing our credit ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds
and access to credit. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each
rating should be evaluated independently of any other rating. See Item 1A. "Risk Factors—Risks Relating to Our Business and Our Industry
—Risks Relating to Operations and Supply Chain" and Item 1A. "Risk Factors—Risks Relating to Financial, Accounting, and Tax Matters" in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for a description of some of the potential consequences of a
reduction in our credit ratings.
If we are unable to maintain investment grade ratings, we could face significant challenges in being awarded new contracts, substantially
increasing financing and hedging costs, and refinancing risks as well as substantially decreasing the availability of credit. As of March 31,
2025, we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.
Parent Company Credit Support. Prior to the Spin-Off, to support GE Vernova businesses in selling products and services globally, GE
often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the
performance of its subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for non-
customer related activities of GE Vernova (collectively, the GE credit support). In connection with the Spin-Off, we are working to seek
novation or assignment of GE credit support, the majority of which relates to parent company guarantees, associated with GE Vernova
legal entities from GE to GE Vernova. For GE credit support that remained outstanding at the Spin-Off, GE Vernova is obligated to use
reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations and liabilities under, all such credit support.
Beginning in April 2025, GE Vernova will pay a quarterly fee to GE based on amounts related to the GE credit support. GE Vernova is
subject to other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE
Vernova. In addition, while GE will remain obligated under the contract or instrument, GE Vernova will be obligated to indemnify GE for
credit support related payments that GE is required to make and possible related costs.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 28
As of March 31, 2025, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $15 billion,
an over 59% reduction since the Spin-Off. We expect approximately $9 billion of the RPO related to GE credit support obligations to
contractually mature by December 31, 2029. The underlying obligations are predominantly customer contracts that GE Vernova performs in
the normal course of its business. We have no known instances historically where payments or performance from GE were required under
parent company guarantees relating to GE Vernova customer contracts.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. In November 2024, the Financial Accounting Standards Board (FASB) issued
ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosure about specific types of
expenses included in the expense captions presented on the face of the income statement as well as disclosure about selling expenses.
The ASU is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027,
with early adoption permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated
and combined financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The
amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that
meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective
for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that this guidance will have on the disclosures
within our consolidated and combined financial statements. The Company will adopt the new annual disclosures as required for the fiscal
year ended December 31, 2025.
CRITICAL ACCOUNTING ESTIMATES. To prepare our consolidated and combined financial statements in accordance with U.S. GAAP,
management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our contingent
liabilities, as of the date of our financial statements and the reported amounts of our revenues and expenses during the reporting periods.
Our actual results may differ from these estimates. We consider estimates to be critical (i) if we are required to make assumptions about
material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is reasonably
likely that the accounting estimate will change from period to period. See Item 7. "Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Critical Accounting Estimates" and Note 2 in the Notes to the audited consolidated and combined
financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for additional discussion of
accounting policies and critical accounting estimates.
NON-GAAP FINANCIAL MEASURES. The non-GAAP financial measures presented in this Quarterly Report on Form 10-Q are
supplemental measures of our performance and our liquidity that we believe help investors understand our financial condition and operating
results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding
U.S. GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or
are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures
provide investors greater transparency to the information used by management for its operational decision-making and allow investors to
see our results “through the eyes of management.” We further believe that providing this information assists our investors in understanding
our operating performance and the methodology used by management to evaluate and measure such performance. When read in
conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying
businesses and can be used by management as one basis for financial, operational, and planning decisions. Finally, these measures are
often used by analysts and other interested parties to evaluate companies in our industry.
Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by
other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from
company to company. In order to compensate for these and the other limitations discussed below, management does not consider these
measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers
should review the reconciliations below, and above with respect to free cash flow, and should not rely on any single financial measure to
evaluate our business. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable
U.S. GAAP financial measures follow.
We believe the organic measures presented below provide management and investors with a more complete understanding of underlying
operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency,
which includes translational and transactional impacts, as these activities can obscure underlying trends.
2025 1Q FORM 10-Q 29
ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
Revenue(a)
Segment EBITDA
Segment EBITDA margin
For the three months ended March 31
2025
2024
V%
2025
2024
V%
2025
2024
V pts
Power (GAAP)
$4,423
$4,035
10%
$508
$345
47%
11.5%
8.6%
2.9pts
Less: Acquisitions
—
—
1
—
Less: Business dispositions
—
182
—
(20)
Less: Foreign currency effect
(27)
2
15
(36)
Power organic (Non-GAAP)
$4,449
$3,851
16%
$493
$401
23%
11.1%
10.4%
0.7pts
Wind (GAAP)
$1,850
$1,639
13%
$(146)
$(173)
16%
(7.9)%
(10.6)%
2.7pts
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
(36)
(7)
2
(14)
Wind organic (Non-GAAP)
$1,886
$1,646
15%
$(148)
$(159)
7%
(7.8)%
(9.7)%
1.9pts
Electrification (GAAP)
$1,879
$1,651
14%
$214
$66
F
11.4%
4.0%
7.4pts
Less: Acquisitions
1
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
(66)
6
(2)
(7)
Electrification organic (Non-GAAP)
$1,945
$1,645
18%
$217
$73
F
11.2%
4.4%
6.8pts
(a) Includes intersegment sales of $126 million and $78 million for the three months ended March 31, 2025 and 2024, respectively. See
Note 22 in the Notes to the consolidated and combined financial statements for further information.
Three months ended March 31
ORGANIC REVENUES (NON-GAAP)
2025
2024
V%
Total revenues (GAAP)
$8,032
$7,260
11%
Less: Acquisitions
1
—
Less: Business dispositions
—
182
Less: Foreign currency effect
(129)
1
Organic revenues (Non-GAAP)
$8,161
$7,077
15%
Three months ended March 31
EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP)
2025
2024
V%
Total equipment revenues (GAAP)
$4,197
$3,617
16%
Less: Acquisitions
—
—
Less: Business dispositions
—
105
Less: Foreign currency effect
(99)
1
Equipment organic revenues (Non-GAAP)
$4,296
$3,512
22%
Total services revenues (GAAP)
$3,835
$3,642
5%
Less: Acquisitions
1
—
Less: Business dispositions
—
77
Less: Foreign currency effect
(31)
—
Services organic revenues (Non-GAAP)
$3,865
$3,565
8%
We believe that Adjusted EBITDA* and Adjusted EBITDA margin*, which are adjusted to exclude the effects of unique and/or non-cash
items that are not closely associated with ongoing operations, provide management and investors with meaningful measures of our
performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying
profitability factors. We believe Adjusted organic EBITDA* and Adjusted organic EBITDA margin* provide management and investors with,
when considered with Adjusted EBITDA* and Adjusted EBITDA margin*, a more complete understanding of underlying operating results
and trends of established, ongoing operations by further excluding the effect of acquisitions, dispositions, and foreign currency, which
includes translational and transactional impacts, as these activities can obscure underlying trends. We believe these measures provide
additional insight into how our businesses are performing on a normalized basis. However, Adjusted EBITDA*, Adjusted organic EBITDA*,
Adjusted EBITDA margin* and Adjusted organic EBITDA margin* should not be construed as inferring that our future results will be
unaffected by the items for which the measures adjust.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 30
Three months ended March 31
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP)
2025
2024
V%
Net income (loss) (GAAP)
$264
$(106)
F
Add: Restructuring and other charges
67
148
Add: (Gains) losses on purchases and sales of business interests
(19)
5
Add: Separation costs (benefits)(a)
45
—
Add: Non-operating benefit income
(115)
(134)
Add: Depreciation and amortization(b)
203
209
Add: Interest and other financial (income) charges – net(c)(d)
(55)
4
Add: Provision (benefit) for income taxes(d)
67
64
Adjusted EBITDA (Non-GAAP)
$457
$189
F
Net income (loss) margin (GAAP)
3.3%
(1.5)%
4.8 pts
Adjusted EBITDA margin (Non-GAAP)
5.7%
2.6%
3.1 pts
(a) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant,
and other one-time costs.
(b) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences
included in Equity method investment income (loss) which is part of Other income (expense) - net.
(c) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
(d) Excludes interest expense of zero and $10 million and benefit (provision) for income taxes of $(2) million and $54 million for the three
months ended March 31, 2025 and 2024, respectively, related to our Financial Services business which, because of the nature of its
investments, is measured on an after-tax basis.
ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN
(NON-GAAP)
Three months ended March 31
2025
2024
V%
Adjusted EBITDA (Non-GAAP)
$457
$189
F
Less: Acquisitions
—
—
Less: Business dispositions
—
(20)
Less: Foreign currency effect
18
(52)
Adjusted organic EBITDA (Non-GAAP)
$439
$261
68%
Adjusted EBITDA margin (Non-GAAP)
5.7%
2.6%
3.1 pts
Adjusted organic EBITDA margin (Non-GAAP)
5.4%
3.7%
1.7 pts
See “—Capital Resources and Liquidity” for discussion of free cash flow*.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk
primarily from fluctuations of foreign currency exchange rates, interest rates, and commodity prices. These exposures are managed and
mitigated with the use of financial instruments, including derivatives contracts. We apply policies to manage these risks, including
prohibitions on speculative activities. The effects of foreign currency fluctuations on earnings were less than $0.1 billion and $(0.1) billion for
the three months ended March 31, 2025 and 2024, respectively. For more information about foreign exchange risk, interest rate risk, and
commodity risk see Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures as defined
in Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025, and that the information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized,
and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Changes in Internal Control Over Financial Reporting. During the quarter ended March 31, 2025, the Company continued to exit from
various transition service agreements with GE Aerospace primarily related to human resources (including payroll and benefit plan
administration) and associated information technology systems. Consequently, responsibility for execution and related internal controls
transferred to the Company, including certain general information technology controls in connection with information technology
environment changes. Other than those discussed in the preceding sentences, no change in the Company’s internal control over financial
reporting occurred during the three months ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.
*Non-GAAP Financial Measure
2025 1Q FORM 10-Q 31
PART II
ITEM 1. LEGAL PROCEEDINGS. We are reporting the following matter in compliance with SEC requirements to disclose
administrative proceedings arising under laws that regulate the discharge of materials into the environment where a governmental authority
is a party and that involve potential monetary sanctions of $300,000 or greater. In March 2024, one of our Australian subsidiaries received
notice from the Australian Department of Climate Change, Energy, the Environment and Water (DCCEEW) of its intention to issue
infringement notices imposing administrative fines on the subsidiary for importing equipment containing SF6 gas without an equipment
license, as required by local law related to synthetic greenhouse gas management and seek a court order to impose civil penalties for
delinquent reporting under such law. The applicable local law regulates the import to Australia of synthetic greenhouse gases in equipment,
including certain of our switchgear products, and our subsidiary had neglected to renew the import license required under the law. We
responded to DCCEEW, and following discussions with the agency, paid approximately $0.3 million in fines in connection with the
infringement notices during the three months ended June 30, 2024. Discussions with DCCEEW regarding a court-issued civil penalty order
are pending and we expect additional fines and related costs associated with such order may be more than $300,000. See Note 20 in the
Notes to the consolidated and combined financial statements for additional information relating to legal matters.
ITEM 1A. RISK FACTORS. We are subject to a number of risks that could materially and adversely affect our business, results of
operations, cash flows, financial condition, and/or future prospects, including those identified in Item 1A. "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended on December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. There were no unregistered sales of
equity securities during the three months ended March 31, 2025. 
On December 10, 2024, we announced that the Board of Directors had authorized up to $6 billion of common stock repurchases, which
commenced in December 2024 and does not have an expiration date. We repurchased 4 million shares for $1,204 million during the three
months ended March 31, 2025 under this authorization.
The following table summarizes the share repurchase activity for the three months ended March 31, 2025:
Total number of
shares purchased
(in thousands)
Average price paid
per share
Total number of
shares purchased as
part of our share
repurchase
authorization
(in thousands)
Approximate dollar
value of shares that
may yet be
purchased under our
share repurchase
authorization
(in millions)
January
11
$354.39
11
$5,993
February
552
331.75
552
5,810
March
3,418
297.62
3,418
4,793
Total
3,980
$302.50
3,980
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.
ITEM 5. OTHER INFORMATION.
Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 21, 2025, Jessica Uhl, President,
resigned from GE Vernova Inc. (the "Company"). Ms. Uhl will depart from the Company on April 30, 2025. She will continue to receive her
current compensation and benefits until her departure from the Company. No further payments or benefits are due past her exit from the
Company.
Director and Officer Trading Arrangements. None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange
Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as
defined in Item 408(c) of Regulation S-K) during the three months ended March 31, 2025.
2025 1Q FORM 10-Q 32
ITEM 6. EXHIBITS.
101.1 The following materials from GE Vernova Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in
XBRL (eXtensible Business Reporting Language); (i) Consolidated and Combined Statement of Income (Loss) for the three months ended
March 31, 2025 and 2024, (ii) Consolidated and Combined Statement of Financial Position at March 31, 2025 and December 31, 2024,
(iii) Consolidated and Combined Statement of Cash Flows for the three months ended March 31, 2025 and 2024, (iv) Consolidated and
Combined Statement of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, (v) Consolidated and
Combined Statement of Changes in Equity for the three months ended March 31, 2025 and 2024, and (vi) Notes to Consolidated and
Combined Financial Statements.
104.1 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1). 
†
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as
applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its
request.
+
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
*
Management contract or compensatory plan or arrangement.
2025 1Q FORM 10-Q 33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
April 23, 2025
/s/ Matthew J. Potvin
Date
Matthew J. Potvin
Vice President, Controller and Chief Accounting Officer
Principal Accounting Officer
EX-10.1 2 gev1q2025exhibit101.htm EX-10.1 GEV 1Q 2025 Exhibit 10.1
1
GE Energy Supplementary Pension PlanExhibit 10.1
Amended as of January 1, 2025
Introduction
The GE Energy Supplementary Pension Plan consists of two parts as set forth herein. 
Part I describes Supplementary Pension Annuity Benefits, and Part II describes
Executive Retirement Installment Benefits.
Effective January 1, 2023 in anticipation of General Electric Company’s split into three
separate companies comprising General Electric Company’s aviation, healthcare, and
energy businesses, respectively, the benefits and liabilities under the GE
Supplementary Pension Plan (renamed the GE Aerospace Supplementary Pension
Plan) attributable to certain individuals were transferred to this Plan, as described in
Appendix A.  After December 31, 2022, no individual whose benefit was transferred to
this Plan from the GE Supplementary Pension Plan (nor any of their beneficiaries) shall
accrue additional benefits or service, or have any rights, under, or with respect to, the
GE Supplementary Pension Plan (even if such individual is subsequently employed by,
or has service with, the General Electric Company or the GE Affiliates), unless the
individual’s benefit is transferred back to the GE Supplementary Pension Plan in
accordance with Appendix A. Because this Plan is a continuation of the GE
Supplementary Pension Plan, this document includes the provisions of the GE
Supplementary Pension Plan that applied before January 1, 2023.  Effective January 1,
2025, the Plan is amended and restated as set forth herein.
Notwithstanding any other provision to the contrary, effective January 1, 2011, Part I of
the Plan is closed.  Accordingly, an Employee shall be eligible for a Supplementary
Pension Annuity Benefit only if he participated in this Plan on or before December 31,
2010 (and shall actually receive such benefit only if he meets all the other applicable
requirements therefor).  For purposes of determining whether an Employee participated
in the Plan on or before December 31, 2010:  (a) any period of service described in
Section XV(b) shall be disregarded and (b) an Employee shall be deemed to have met
such requirement if he waived participation in the GE Energy Pension Plan, but was
otherwise eligible to participate in this Plan and is not an Excluded Employee or
Ineligible Employee under the GE Energy Pension Plan.
Notwithstanding any other provision to the contrary, effective December 31, 2020,
benefits under Part I of the Plan are frozen, and no Employee shall accrue benefits
under Part I of the Plan after such date.  Prior to January 1, 2021, Part I and Part II of
the Plan provided mutually exclusive benefits, and eligible Employees earned their
entire benefits under the Plan either under Part I or Part II, but not both.  However,
Employees who are eligible for and participating under Part I of the Plan on
December 31, 2020, shall commence participation under Part II of the Plan on
January 1, 2021.  An Employee will be considered to be eligible for and participating
under Part I of the Plan and will be eligible to participate under Part II of the Plan only if,
on December 31, 2020, the Employee:  (A) was assigned to the GE executive or higher
career band; (B) was employed by the Company; and (C) was enrolled in the GE
Energy Pension Plan (i.e., had not waived or suspended participation in the GE Energy
Pension Plan).
2
Further notwithstanding any other provision to the contrary, Part II of the Plan is closed
effective January 1, 2021.  Accordingly, an Employee shall be eligible for an Executive
Retirement Installment Benefit only if he was eligible for and participating under Part I or
Part II of the Plan on December 31, 2020 (and shall actually receive such benefit only if
he meets all the other applicable requirements therefor).  For the avoidance of doubt, an
Employee who was previously eligible for Part II of the Plan will not be eligible to accrue
future Benefit Service under Part II of the Plan if, on December 31, 2020, the Employee: 
(A) was not assigned to the GE executive or higher career band or (B) was not
employed by the Company.
The Benefits Administrative Committee may adopt such rules as it deems necessary to
determine which Part of the Plan applies to which Employees.
As described in Section XXIII, certain provisions of Part I apply to Part II, but no
provisions of Part II apply to Part I (except that the service disregard rule in
Section XV(b) shall apply in determining which Part of the Plan applies to which
Employees).
3
Part I:  Supplementary Pension Annuity Benefits
(closed to new participants and frozen)
As more fully described in the Introduction (and subject to the rules thereof), this
Part I of the Plan is closed effective January 1, 2011, and an Employee shall be eligible
to participate under this Part I (and not Part II) only if he participated in the Plan on or
before December 31, 2010 (and shall actually receive a benefit under this Part only if he
meets all the other applicable requirements therefor).  In addition, effective December
31, 2020, benefits under Part I of the Plan are frozen, and no Employee shall accrue
benefits under Part I of the Plan on and after such date.  Employees who were eligible
for and participating under this Part I of the Plan on December 31, 2020, shall
commence participation under Part II of the Plan on January 1, 2021.
Section I.Eligible Employees
Each Employee who (i) participated in the Plan on or before December 31, 2010, (ii) is
assigned to the Sponsor’s executive or higher career band (or a position of equivalent
responsibility as determined by the Benefits Administrative Committee), (iii) has five or
more years of Pension Qualification Service and (iv) is a participant in the GE Energy
Pension Plan shall be eligible to participate, and shall participate, in this Supplementary
Pension Plan to the extent of the benefits provided herein, provided that:
(a)the foregoing shall not apply to an Employee of a Company other than the
Sponsor which has not agreed to bear the cost of this Plan with respect to
its Employees;
(b)except as provided in Section V, an Employee who retires under the
optional retirement provisions of the GE Energy Pension Plan before the
first day of the month following attainment of age 60, or an Employee who
leaves the Service of the Company before attainment of age 60, shall not
be eligible for a Supplementary Pension under this Plan; and
(c)no individual shall accrue a benefit under this Part I in respect of any
period after December 31, 2020.
An employee of any other company who participates in the GE Energy Pension Plan,
though the employing company does not participate in the GE Energy Pension Plan,
shall be eligible for benefits under this Plan, provided that such employee meets the job
position requirement specified above, and the employee’s participation in the
Supplementary Pension Plan is accepted by the Benefits Administrative Committee.
An Employee who was eligible to participate in this Plan by virtue of his assigned
position level or position of equivalent responsibility throughout any consecutive three
years of the fifteen year period ending on either the last day of the month preceding his
termination of Service date for retirement or December 31, 2020, and who meets the
other requirements specified in this Section shall be eligible for the benefits provided
herein even though he does not meet the eligibility requirements on the date his Service
terminates.
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The Benefits Administrative Committee, or its delegate, may approve the continued
participation in the Plan of an individual who is localized outside the United States as an
employee of the Company or an Affiliate and who otherwise meets all of the eligibility
conditions set forth herein during such localization.  The designated individual’s service
and pay while localized, with appropriate offsets for local country benefits, shall be
counted in calculating his Supplementary Pension.  Such calculation and the individual’s
entitlement to any benefits herein shall be determined consistent with the principles of
the Plan as they apply to participants who are not localized, provided that the Benefits
Administrative Committee, or its delegate, may direct such other treatment, if any, as it
deems appropriate.
An Employee who was eligible to participate under this Part I of the Plan and who,
before becoming entitled to a Supplementary Pension under this Part I of the Plan, left
the Service of the Company and all Affiliates shall not again become eligible for a
Supplementary Pension under this Part I of the Plan during any period of reemployment
with the Company that commences on or after January 1, 2021.
Section II.Definitions
(a)Annual Estimated Social Security Benefit - The Annual Estimated Social
Security Benefit shall mean the annual equivalent of the maximum
possible Primary Insurance Amount payable, after reduction for early
retirement, as an old-age benefit to an employee who retired at age 62 on
January 1st of the calendar year in which occurred the earliest of the
following three dates:  (1) the Employee’s actual date of retirement, (2) the
Employee’s date of death, or (3) December 31, 2020; provided, however,
that in the case of an Employee who is a New Plan Participant on the date
of his termination of Service, age 65 shall be substituted for age 62 above. 
Such Annual Estimated Social Security Benefit shall be determined by the
Company in accordance with the Federal Social Security Act in effect at
the end of the calendar year immediately preceding such January 1st.
For determinations which become effective on or after January 1, 1978, if
an Employee has less than 35 years of Pension Benefit Service, the
Annual Estimated Social Security Benefit shall be the amount determined
under the first paragraph of this definition hereof multiplied by a factor, the
numerator of which shall be the number of years of the Employee’s
Pension Benefit Service to the earliest of the following three dates:  (1) his
date of retirement, (2) his date of death, or (3) December 31, 2020, and
the denominator of which shall be 35.
The Annual Estimated Social Security Benefit as so determined shall be
adjusted to include any social security, severance or similar benefit
provided under foreign law or regulation as the Benefits Administrative
Committee may prescribe.
(b)Annual Pension Payable under the GE Energy Pension Plan - The Annual
Pension Payable under the GE Energy Pension Plan shall mean the sum
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of (1) the total annual past service annuity, future service annuity and
Personal Pension Account Annuity deemed to be credited to the Employee
as of the earliest of the following three dates:  (i) his date of retirement, (ii)
his date of death, or (iii) December 31, 2020, plus any interest that is
credited to the Personal Pension Account following December 31, 2020,
and any additional annual amount required to provide the minimum
pension under the GE Energy Pension Plan and (2) with respect to
pension amounts accrued through December 31, 2020, any annual
pension (or the annual pension equivalent of other forms of payment)
payable under any other pension plan, policy, contract, or government
program attributable to periods for which Pension Benefit Service is
granted by the Benefits Administrative Committee or is credited by the GE
Energy Pension Plan provided the Benefits Administrative Committee
determines such annual pension shall be deductible from the benefit
payable under this Plan.  All such amounts shall be determined before
application of any reduction factors for optional or disability retirement, for
election of any optional form of Pension at retirement, a qualified domestic
relations order(s), if any, or in connection with any other adjustment made
pursuant to the GE Energy Pension Plan or any other pension plan.
For the purposes of this paragraph, the Employee’s Annual Pension
Payable under the GE Energy Pension Plan shall include (1) the Personal
Pension Account Annuity deemed payable to the Employee or the
Employee’s spouse on the earliest of the following three dates:  (i) the
date of the Employee’s retirement, (ii) the date of the Employee’s death, or
(iii) December 31, 2020, as the case may be, regardless of whether such
annuity commenced on such date and (2) any interest that is credited to
the Personal Pension Account following December 31, 2020.
(c)Annual Retirement Income - For Employees who retire on or after July 1,
1988 or who die in active Service on or after such date, an Employee’s
Annual Retirement Income shall mean the amount determined by
multiplying 1.75% of the Employee’s Average Annual Compensation by
the number of years of Pension Benefit Service completed by the
Employee at the earliest of the following three dates:  (1) the date of his
retirement, (2) the date of his death, or (3) December 31, 2020.
(d)Average Annual Compensation - For purposes of Part I of the Plan,
Average Annual Compensation means one-third of the Employee’s
Compensation for the highest 36 consecutive months during the last
120 completed months before the earliest of the following dates:  (1) his
date of retirement, (2) his date of death, or (3) December 31, 2020.  For
purposes of Part II of the Plan, Average Annual Compensation means
one-third of the Employee’s Compensation for the highest 36 consecutive
months during the last 120 completed months before the earliest of the
following dates:  (1) if the Employee is demoted, the later of (A) the date
he ceases to be eligible to continue accruing Benefit Service solely
because he is no longer assigned to the Sponsor’s executive or higher
career band or (B) December 31, 2020; (2) his date of retirement; or (3)
the date of his death.  In computing an Employee’s Average Annual
Compensation, his normal straight-time earnings shall be substituted for
his actual Compensation for any month in which such normal straight-time
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earnings are greater.  The Benefits Administrative Committee shall specify
the basis for determining any Employee’s Compensation for any portion of
the 120 completed months used to compute the Employee’s Average
Annual Compensation during which the Employee was not employed by
an employer participating in this Plan.
(e)Benefits Administrative Committee – For purposes of the Plan, “Benefits
Administrative Committee” means the GE Vernova Benefits Administrative
Committee.
(f)Cause - For purposes of Part I of the Plan, “Cause” means, as determined
in the sole discretion of the Benefits Administrative Committee, an
Employee’s:
(1)breach of the Employee Innovation and Proprietary Information
Agreement or any other confidentiality, non-solicitation, or non-
competition agreement with the Company or an Affiliate or breach
of a material term of any other agreement between the Employee
and the Company or an Affiliate;
(2)engagement in conduct that results in, or has the potential to cause,
material harm financially, reputationally, or otherwise to the
Company or an Affiliate;
(3)commission of an act of dishonesty, fraud, embezzlement or theft;
(4)conviction of, or plea of guilty or no contest to, a felony or crime
involving moral turpitude; or
(5)failure to comply with the Company’s and all Affiliate’s’ policies and
procedures, including but not limited to The Spirit and Letter.
(g)Compensation - For periods after December 31, 1969, “Compensation” for
the purposes of this Plan shall mean with respect to the period in question
salary (including any deferred salary approved by the Benefits
Administrative Committee as compensation for purposes of this Plan) plus:
(1)for persons then eligible for Incentive Compensation, the total
amount of any Incentive Compensation earned except to the extent
such Incentive Compensation is excluded by the Benefits
Administrative Committee;
(2)for persons who would then have been eligible for Incentive
Compensation if they had not been participants in a Sales
Commission Plan or other variable compensation plan, the total
amount of sales commissions (or other variable compensation
earned);
(3)for all other persons, the sales commissions and other variable
compensation earned by them but only to the extent such earnings
were then included under the GE Energy Pension Plan;
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plus any amounts (other than salary and those mentioned in clauses
(1) through (3) above) which were then included as Compensation under
the GE Energy Pension Plan except any amounts which the Benefits
Administrative Committee may exclude from the computation of
“Compensation” and subject to the powers of the Committee under
Section IX hereof.
For periods before January 1, 1970, “Compensation” for the purposes of
this Plan has the same meaning as under the GE Energy Pension Plan
applying the rules in effect during such periods.
The definition set forth in this paragraph (e) shall apply to the calculation of
any and all Supplementary Pension benefits payable on and after January
1, 1976.  All such payments made prior to January 1, 1976 shall be
determined in accordance with the terms of the Plan in effect prior to such
date.
Notwithstanding any provision of the Plan to the contrary, in no event will
Incentive Compensation, commissions and similar variable compensation
paid after the end of the calendar year in which the Employee’s Service
terminates be disregarded as Compensation hereunder as a result of the
exclusion of such remuneration from Compensation under the GE Energy
Pension Plan pursuant to the last sentence of the first paragraph of the
definition of “Compensation” set forth in Section XXVI therein.
Notwithstanding the foregoing, “Compensation” for purposes of Part I of
the Plan shall not include amounts of any type earned by an Employee
after December 31, 2020.
(h)GE Energy Excess Benefits Plan – means the GE Energy Excess Benefits
Plan. Prior to January 1, 2023, the GE Energy Excess Benefits Plan was
named the GE Excess Benefits Plan.
(i)GE Energy Pension Plan – means, on and after January 1, 2023, the GE
Energy Pension Plan, as amended from time to time. For periods before
January 1, 2023, it means the GE Pension Plan, as then in effect.
(j)Grandfathered Employee - Grandfathered Employee means an Employee
who did not accrue or acquire a non-forfeitable interest in any benefits
hereunder on or after January 1, 2005.
(k)Grandfathered Plan Benefit - Grandfathered Plan Benefit means:
(1)in the case of Grandfathered Employees, their entire
Supplementary Pension hereunder.
(2)in the case of Grandfathered Specified Employees, the accrued,
non-forfeitable annuity to which the Grandfathered Specified
Employee would have been entitled under this Plan if the
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Grandfathered Specified Employee voluntarily terminated
employment on December 31, 2004, and received a payment of the
benefits available from this Plan (A) on the earliest possible date
allowed under this Plan to receive a payment of benefits following
Separation from Service, and (B) in any payment form permitted
under the GE Energy Pension Plan on December 31, 2004.  If a
Grandfathered Specified Employee elects to receive benefits in the
form of a 75% Alternative Survivor Benefit under the principles of
Section IX.10 of the GE Energy Pension Plan, then his
Grandfathered Plan Benefit with respect to such form of distribution
shall be the portion attributable to his accrued benefit as of
December 31, 2004 as determined above and based on the
methodology set forth in Section IX.10 of the GE Energy Pension
Plan for converting benefits to this form of distribution.
(l)Grandfathered Specified Employee - Grandfathered Specified Employee
means a Specified Employee determined as of December 31, 2008 who
had a non-forfeitable interest hereunder as of December 31, 2004.
(m)Non-Grandfathered Plan Benefit - Non-Grandfathered Plan Benefit means
all of the Supplementary Pension payable under this Plan except for the
Grandfathered Plan Benefit.
(n)Officers - Officers shall mean the Chairman of the Board, the Vice
Chairmen, the President, the Vice Presidents (including Group Vice
Presidents and Senior Vice Presidents), Officer Equivalents and such
other Employees as the Benefits Administrative Committee may
designate.
(o)Pension Benefit Service - Pension Benefit Service shall have the same
meaning herein as in the GE Energy Pension Plan except that for periods
before January 1, 1976, the term Credited Service as a full-time Employee
shall also include all Service credited under the GE Energy Pension Plan
to such Employee for any period during which he was a full-time Employee
for purposes of such GE Energy Pension Plan.
Pension Benefit Service shall also include:
(1)any period of service with the Company or an Affiliate as the
Benefits Administrative Committee may otherwise provide by rules
and regulations issued with respect to this Plan, and,
(2)any period of service with another employer as may be approved
from time to time by the Benefits Administrative Committee but only
to the extent that any conditions specified in such approval have
been met.
No Employee shall be credited with Pension Benefit Service for purposes
of Part I of the Plan for any periods of employment after December 31,
2020.  An Employee’s Pension Benefit Service that is reinstated after
December 31, 2020, for purposes of the GE Energy Pension Plan
pursuant to Section XXI.3.a (Eligibility for Reinstatement) of such plan
9
shall be reinstated for purposes of this Plan only if such Employee has
been continuously in the Service of the Company or an Affiliate from
January 1, 2021, until the date of such reinstatement.
(p)Pension Qualification Service - Pension Qualification Service shall have
the same meaning herein as in the GE Energy Pension Plan except that
for periods before January 1, 1976 the term Credited Service used in
determining such Pension Qualification Service shall mean only Service
for which an Employee is credited with a past service annuity or a future
service annuity under the GE Energy Pension Plan (plus his first year of
Service where such year is recognized as additional Credited Service
under that Plan), except as the Benefits Administrative Committee may
otherwise provide by rules and regulations issued with respect to this Plan. 
Pension Qualification Service that is credited to an Employee under the
GE Energy Pension Plan after December 31, 2020, including service with
an Affiliate that is credited as Pension Qualification Service under Section
XVI.2 (Transfer to and from Non-Participating Companies) of the GE
Energy Pension Plan, will continue to be credited as Pension Qualification
Service under this Plan; provided, however, that an Employee who leaves
the Service of the Company and all Affiliates at any time and is
subsequently rehired by the Company or an Affiliate on or after January 1,
2021:
(1)will not have any Pension Qualification Service attributable to any
earlier period of employment with the Company or an Affiliate
reinstated, regardless of whether such Pension Qualification
Service is reinstated under Section XXI.3.a (Eligibility for
Reinstatement) or any other provision of the GE Energy Pension
Plan;
(2)will not be credited with any Pension Qualification Service
attributable to service with an Affiliate that does not participate in
this Plan, regardless of whether such service is credited as Pension
Qualification Service under Section XVI.2 (Transfer to and from
Non-Participating Companies) or any other provision of the GE
Energy Pension Plan; and
(3)will not be credited with Pension Qualification Service for purposes
of this Plan with respect to the Employee’s period of reemployment.
(q)Release - Release means a release and waiver of claims which may
include, among other things and where legally permissible, confidentiality,
cooperation, non-competition, non-solicitation and/or non-disparagement
requirements.
(r)Separation from Service - Separation from Service means an Employee’s
termination of employment with the Company and all Affiliates (defined for
purposes of this Plan as any company or business entity in which the
Sponsor has a 50% or more interest whether or not a participating
employer in the Plan); provided that, Separation from Service for purposes
of the Plan shall be interpreted consistent with the requirements of Section
409A and regulations and other guidance issued thereunder.  For
purposes of clarity, any references in this Plan to Service in the context of
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determining the time or form of benefits will not extend beyond an
Employee’s Separation from Service.  For the avoidance of doubt, the
spinoffs of GE HealthCare and GE Vernova from the General Electric
Company shall not be treated as a Separation from Service.
(s)Service of the Company or an Affiliate - An Employee is in the “Service of
the Company or an Affiliate” if the Employee is employed by the Company
or an Affiliate or has terminated employment with the Company and all
Affiliates but has not had his protected service (also referred to as
“continuous service”) terminated under established Company procedures. 
An Employee who “leaves the Service of the Company and all Affiliates”
terminates employment with the Company and all Affiliates and has his
protected (or continuous) service terminated under established Company
procedures.
(t)Service with the Company - An Employee is in “Service with the Company”
if the Employee is employed by the Company or has terminated
employment with the Company but has not had his protected service (also
referred to as “continuous service”) terminated under established
Company procedures.
(u)Specified Employee - Specified Employee means a specified employee as
described in the Company’s Procedures for Determining Specified
Employees under Code Section 409A, as amended from time to time.
All other terms used in this Plan which are defined in the GE Energy Pension Plan shall
have the same meanings herein as therein, unless otherwise expressly provided in this
Plan.
Section III.Amount of Supplementary Pension at or After Normal Retirement
(a)The annual Supplementary Pension payable to an eligible Employee who
retires on or after his normal retirement date within the meaning of the GE
Energy Pension Plan shall be equal to the excess, if any, of the
Employee’s Annual Retirement Income, over the sum of:
(1)the Employee’s Annual Pension Payable under the GE Energy
Pension Plan;
(2)½ of the Employee’s Annual Estimated Social Security Benefit;
(3)the Employee’s annual excess benefit, if any, payable under the GE
Energy Excess Benefit Plan and/or any successor thereto; and
(4)The Employee’s annual benefit, if any, payable under the GE
Energy Executive Special Early Retirement Option and Plant
Closing Retirement Option Plan and/or any successor thereto.
Such Supplementary Pension shall be subject to the limitations specified
in Section IX.  An eligible Employee who did not retire hereunder before
January 1, 2021, must additionally remain continuously in the Service of
the Company or an Affiliate from January 1, 2021, until retirement on or
11
after his normal retirement date within the meaning of the GE Energy
Pension Plan in order to receive a Supplementary Pension computed
under this Section III(a).
(b)The Supplementary Pension of an Employee who continues in the Service
of the Company or an Affiliate after his normal retirement date shall not
commence before his actual retirement date following Separation from
Service, regardless of whether such Employee has attained age 70-½ and
commenced receiving his pension under the GE Energy Pension Plan.
(c)Consistent with established Company procedures, if an eligible Employee
commences his Supplementary Pension at the time set forth in
Section X(a) but remains in protected service for other purposes, his initial
Supplementary Pension Plan benefit shall be based on his service credits
earned up to the commencement date of his Supplementary Pension Plan
benefit.  Following the eligible Employee’s break in protected service, the
dollar amount (but not the time or form of distribution) of the eligible
Employee’s Supplementary Pension Plan benefit shall be adjusted
consistent with such procedures to take into account any additional
service credits the eligible Employee may have earned under the GE
Energy Pension Plan and any related offsets.  For periods on and after
January 1, 2021, “service credits” described in this Section III(c) shall not
include Pension Benefit Service, which shall not be credited under Part I of
this Plan to any Employee after December 31, 2020.
(d)For the avoidance of doubt, an individual who is not eligible for a benefit
under the GE Energy Pension Plan shall not be eligible for a
Supplementary Pension, and benefits under this Plan shall be determined
consistently with the intent not to duplicate benefits that are payable from
another plan.
Section IV.Amount of Supplementary Pension at Optional or Disability
Retirement
(a)The annual Supplementary Pension payable to an eligible Employee who,
following attainment of age 60, retires hereunder on an optional retirement
date within the meaning of Section V.1. of the GE Energy Pension Plan
shall be computed in the manner provided by Section III(a) (for an
Employee retiring on his normal retirement date) but taking into account
only Pension Benefit Service and Average Annual Compensation to the
earlier of the actual date of optional retirement or December 31, 2020. 
Such Supplementary Pension shall be subject to the limitations specified
in Section IX.  In the event such Employee is a New Plan Participant on
the date of his termination of Service, such Supplementary Pension, as so
limited, shall be reduced to reflect commencement before his normal
retirement date by applying the methodology provided under Section V.3.
of the GE Energy Pension Plan.  Consistent with the foregoing, such
reduction shall equal 5/12% for each month from the first month following
such Employee’s Separation from Service to his normal retirement date. 
Said reduction shall not be imposed, however, in the event such
Employee’s Separation from Service occurs on or after the Employee’s (1)
attainment of at least age 62 and (2) completion of at least 25 years of
Pension Qualification Service.  An eligible Employee who did not retire
12
hereunder before January 1, 2021, must additionally remain continuously
in the Service of the Company or an Affiliate from January 1, 2021, until
retirement on an optional retirement date within the meaning of
Section V.1 of the GE Energy Pension Plan in order to receive a
Supplementary Pension computed under this Section IV(a).
(b)The annual Supplementary Pension payable to an eligible Employee who
retires on a Disability Pension under Section VII of the GE Energy Pension
Plan and who qualifies as disabled by receiving income replacement
benefits under a Company plan for a period of not less than three months
and otherwise meeting the requirements under Treasury regulation
section 1.409A-3(i)(4) and regulations and other guidance issued
thereunder shall first be computed in the manner provided by Section III(a)
(for an Employee retiring on his normal retirement date) taking into
account only Pension Benefit Service and Average Annual Compensation
to the earlier of the actual date of disability retirement or December 31,
2020.  Such Supplementary Pension shall be subject to the limitations
specified in Section IX.  In the event the Employee is a New Plan
Participant, such Supplementary Pension, as so limited, shall be reduced
by 25% consistent with the methodology provided under Section VII.3. of
the GE Energy Pension Plan to reflect commencement before the
Employee’s earliest optional retirement age.  An eligible Employee who did
not retire hereunder before January 1, 2021, must additionally remain
continuously in the Service of the Company or an Affiliate from January 1,
2021, until retirement on a Disability Pension under Section VII of the GE
Energy Pension Plan in order to receive a Supplementary Pension
computed under this Section IV(b).
If the Disability Pension payable to the Employee under the GE Energy
Pension Plan is discontinued thereunder as a result of the cessation of the
Employee’s disability prior to the attainment of age 60, the Supplementary
Pension provided under this Section IV(b) shall be forfeited and the
Employee shall only be eligible for a Supplementary Pension to the extent
he separately qualifies under another provision set forth herein.
Section V.Special Benefit Protection for Certain Employees
(a)A former Employee whose Service with the Company is terminated on or
after June 27, 1988, before attainment of age 60 and after completion of
25 or more years of Pension Qualification Service who does not withdraw
his contributions from the GE Energy Pension Plan before retirement and
who meets one of the following conditions shall be eligible for a
Supplementary Pension under this Plan commencing at the time set forth
in Section X.(a).  An eligible Employee who did not meet such
requirements before January 1, 2021, must additionally remain
continuously in the Service of the Company or an Affiliate from January 1,
2021, until meeting one of the following conditions to be eligible for a
Supplementary Pension under this Plan.
(1)The Employee’s Service is terminated because of a Plant Closing.
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(2)The Employee’s Service is terminated for transfer to a Successor
Employer.  The conditions of this paragraph (2) shall not be
satisfied, however, if the transferred Employee retires under the GE
Energy Pension Plan before July 1, 2000 and prior to the later of
(A) his termination of service with the Successor Employer and
(B the first of the month following attainment of age 60.  For the
avoidance of doubt, this Section V(a) shall not apply if all Plan
liabilities with respect to the Employee are transferred to a spin-off
plan maintained by such Successor Employer or an affiliate thereof.
(3)The Employee’s Service terminated after one year on layoff with
protected service.
Effective July 1, 1994 and regardless of whether the Employee terminated
Service on, before or after such date, for purposes of this Section V(a) and
any other provision of this Plan, a former Employee will be deemed to
have withdrawn his contributions from the GE Energy Pension Plan at
such time the payment of benefits attributable to such contributions
commences, regardless of whether such contributions are paid in the form
of a lump sum or an annuity.
(b)The Supplementary Pension, if any, for Employees who meet the
conditions in Section V(a) shall be calculated in accordance with the
provisions of Section IV(a) (other than the requirement to remain
continuously in the Service of the Company or an Affiliate from January 1,
2021, until retirement), including the imposition of the reduction described
therein to reflect a commencement date occurring before normal
retirement date in the case of Employees who are New Plan Participants
on the date of their termination of Service.  For purposes of making this
calculation, the Employee’s:  (1) Pension Benefit Service to the earlier of
the Service termination date or December 31, 2020, shall be considered;
(2) Average Annual Compensation shall be based on the last 120
completed months before the earlier of such Service termination date or
December 31, 2020; and (3) Annual Estimated Social Security Benefit
shall be determined as though the Employee’s retirement date was the
earlier of such Service termination date or December 31, 2020.
(c)No Supplementary Pension shall be payable to any former Employee who
elects to accelerate the commencement of his pension under the GE
Energy Pension Plan under Section XI.4.b(iii) therein, nor shall any death
or survivor benefits be payable hereunder with respect to such an
Employee.
(d)In the event a former Employee whose Service with the Company was
terminated under circumstances entitling him to a benefit pursuant to this
Section V is reemployed, such Employee will retain a non-forfeitable
interest in a benefit equal to the amount payable under this provision
attributable to such Employee’s first period of service (with the calculation
of any offsets determined in accordance with established administrative
practices and based upon assumptions in effect as of such Employee’s
first termination date).  The same principle shall apply in determining the
non-forfeitable interest hereunder of similarly-situated Employees with less
14
than 25 years of Pension Qualification Service who, as a result of
Company or Benefits Administrative Committee action, attained a non-
forfeitable interest in their Supplementary Pension upon transfer to a
successor employer and are subsequently re-employed by the Company.
(e)In the event General Electric Company announces its intention to dispose
of a predominant share of the businesses of General Electric Capital
Corporation and its subsidiaries, Employees of any such GE Capital
operations to be disposed of or discontinued in connection with such
action will be eligible for Special Benefit Protection treatment as described
in this Section V by meeting the conditions for such treatment set forth in
this Section V, except that they will only be required to have completed at
least 10 years (instead of 25 years) of Pension Qualification Service as of
their termination because of a Plant Closing, transfer to Successor
Employer or layoff after one year on protected service.  This paragraph (e)
shall not apply to an Employee who terminates Service for any other
reason, or is assigned to (or offered employment with) any continuing
operation of the Company or any Affiliate (including a continuing GE
Capital operation).  This paragraph (e) also shall not apply unless the
Employee executes a Release on such terms and in such manner as the
Company may require in its absolute discretion.  Notwithstanding the
foregoing, the Benefits Administrative Committee may in its absolute
discretion prescribe such additional conditions and other rules as it deems
necessary or advisable in applying this paragraph (e), including the
designation of groups of employees who shall and shall not be eligible for
this Special Benefit Protection treatment.
This paragraph (e) is intended to serve as a special retention arrangement
in connection with General Electric Company’s announcement to dispose
of a predominant share of the businesses of General Electric Capital
Corporation and its subsidiaries.  This paragraph (e) shall not apply to any
employee who terminates service prior to such an announcement or is on
protected service at the time of such announcement, except as otherwise
provided by the Benefits Administrative Committee in its absolute
discretion.
(f)Employees of the General Electric Company (“GE”) corporate division who
are laid off as a result of the November 9, 2021 announcement to
restructure into three industry leading public companies focused on
aviation, healthcare and energy (the “Transition”) will be eligible for
Special Benefit Protection treatment described in this Section V by
meeting the conditions for such treatment set forth in this Section V,
except that the service eligibility requirement will be met if they have
completed at least 10 years (instead of 25 years) of Pension Qualification
Service as of their Separation from Service, or would have completed at
least 10 years of Pension Qualification Service by December 31, 2023. 
This paragraph (f) shall not apply to an Employee who (i) is laid off from
any other business or division of GE, (ii) is laid off from the corporate
division of GE for any other reason, (iii) is assigned to (or offered
employment with) any continuing operation of the Company or any Affiliate
or their successor entities or (iv) as of March 1, 2022, is an executive
officer and Senior Vice President or above of GE.  This paragraph (f) also
15
shall not apply unless the Employee executes a Release on such terms
and in such manner as the Company may require in its absolute
discretion.  Notwithstanding the foregoing, the Benefits Administrative
Committee may in its absolute discretion prescribe such additional
conditions and other rules as it deems necessary or advisable in applying
this paragraph (f), including the designation of groups of employees who
shall and shall not be eligible for this Special Benefit Protection treatment.
Notwithstanding the foregoing and any provision of this Plan to the
contrary, if the employment of an Employee who vests in a Supplementary
Pension pursuant to this paragraph (f) is terminated for Cause or if the
Benefits Administrative Committee determines in its sole discretion that
such Employee has engaged in conduct that (i) constitutes a breach of the
Release, (ii) results in (or has the potential to cause) material harm
financially, reputationally, or otherwise to the Company or an Affiliate or
their successor entities or (iii) occurred prior to the Employee’s Separation
from Service and would give rise to a termination for Cause (regardless of
whether such conduct is discovered before, during or after the Employee’s
Separation from Service), the Employee shall forfeit the Employee’s right
to any unpaid Supplementary Pension under this Plan and may be
required to repay any Supplementary Pension amounts previously paid
under the Plan to the extent recovery is permitted by law.  The remedy
under this subsection (f) is not exclusive and shall not limit any right of the
Company or any Affiliate under applicable law, including (but not limited to)
a remedy under (i) Section 10D of the Securities Exchange Act of 1934, as
amended, (ii) any applicable rules or regulations promulgated by the
Securities and Exchange Commission or any national securities exchange
or national securities association on which shares of the Company may be
traded, and/or (iii) any Company policy adopted with respect to
compensation recoupment.
Section VI.Survivor Benefits
If a survivor benefit applies with respect to an Employee’s Supplementary Pension
pursuant to Section X below, his Supplementary Pension shall be reduced in the same
manner as the pension payable under the GE Energy Pension Plan is reduced under
such circumstances in accordance with the principles of Section IX of the GE Energy
Pension Plan.
Section VII.Payments Upon Death
If an eligible Employee dies in active Service or following retirement on a
Supplementary Pension, or if a former Employee entitled to a Supplementary Pension
pursuant to Section V dies prior to such retirement, (1) the principles of Section X of the
GE Energy Pension Plan (disregarding any references therein to Employee
contributions) shall apply to determine whether a death benefit is payable to the
beneficiary or Surviving Spouse of such Employee under this Supplementary Pension
16
Plan, and (2) any such death benefit shall be computed and paid in accordance with
such principles, based on the Supplementary Pension payable under this Plan;
provided, however, that:
(a)with respect to any pre-retirement death benefit attributable to Non-
Grandfathered Plan Benefits where a Surviving Spouse otherwise would
have a choice to receive such benefit as an annuity in accordance with the
principles of Section X.9 of the GE Energy Pension Plan (Preretirement
Spouse Benefit) or as a lump sum in accordance with the principles of
either Section X.2 (Five Year Certain (Death After Optional Retirement
Age)) or Section X.3 (Five Year Certain (Death After 15 Years Pension
Qualification Service)) of the GE Energy Pension Plan, the lump sum
value of such benefit under each applicable paragraph shall be
determined (in the case of the Preretirement Spouse Benefit, based on the
actuarial assumptions described in paragraph 3 of Section XV of the GE
Energy Pension Plan), and then the Surviving Spouse shall receive
whichever resulting lump sum value is larger as of the first day of the
month following the Employee’s death.  For purposes of clarity, such
Surviving Spouse shall not be eligible to receive an annuity in the form of
the Preretirement Spouse Benefit under the principles of Section X.9 of
the GE Energy Pension Plan;
(b)with respect to any post-retirement death benefit attributable to Non-
Grandfathered Plan Benefits under the principles of Section X.11 of the
GE Energy Pension Plan (Five Year Certain (No Survivor Benefit)), the
calculation of the lump sum shall be determined without making any
discount to present value.  Consistent with the foregoing, such lump sum
shall equal the excess of (1) 5 times the Employee’s Supplementary
Pension payable as a single life annuity over (2) the total payments under
this Plan to the Employee; and
(c)no pre-retirement death benefit shall be payable under this Section VII to
an Employee who dies in active Service while reemployed after the
Employee left the Service of the Company and all Affiliates, if the
Employee left the Service of the Company and all Affiliates:  (1) on or after
January 1, 2021, and (2) before becoming entitled to a Supplementary
Pension under this Part I of the Plan.
Section VIII.Employees Retired Before July 1, 1973
[Reserved-See Section VIII of this Plan prior to this reservation.]
Section IX.Limitation on Benefits
(a)Notwithstanding any provision of this Plan to the contrary, if the sum of:
(1)the Supplementary Pension otherwise payable to an Employee
hereunder;
(2)the Employee’s Annual Pension Payable under the GE Energy
Pension Plan;
17
(3)100% of the Annual Estimated Social Security Benefit but before
any adjustment for less than 35 years of Pension Benefit Service;
(4)the Employee’s annual excess benefit, if any, payable under the GE
Energy Excess Benefit Plan and/or any successor thereto; and
(5)The Employee’s annual benefit, if any, payable under the GE
Energy Executive Special Early Retirement Option and Plant
Closing Retirement Option Plan and/or any successor thereto;
exceeds 60% of his Average Annual Compensation (with such
Supplementary Pension and the amounts set forth in (2), (4) and (5) above
determined before imposition of any applicable reduction factor or
adjustment for optional or disability retirement, a survivor benefit or
otherwise), such Supplementary Pension (as so determined) shall be
reduced by the amount of the excess.  Any further reductions or
adjustments prescribed herein, including those applicable to Employees
who are New Plan Participants on the date of their termination of Service,
shall be applied against such reduced Supplementary Pension.
(b)Notwithstanding any provision in this Plan (other than Section XIV(e)) to
the contrary, the amount of Supplementary Pension and any death or
survivor benefit payable to or on behalf of any Employee who is or was an
Officer shall be determined in accordance with such general rules and
regulations as may be adopted by the Benefits Administrative Committee,
subject to the limitation that any such Supplementary Pension or death
benefit may not exceed the amount which would be payable hereunder in
the absence of such rules and regulations.
Section X.Payment of Supplementary Pension Benefits
(a)Time and Form of Payment.  This Section governs the time and form of
payment of the Supplementary Pension on and after the retirement of an
eligible Employee.  See Section VII above for certain additional rules
regarding Payments on Death.
(1)General Provisions.  Supplementary Pensions shall be payable in
monthly installments, each equal to 1/12th of the annual amount
determined under the applicable Section.  In addition, the
provisions of the GE Energy Pension Plan with respect to the
following shall apply to amounts payable under this Plan:
(A)The date of the last payment of any Supplementary Pension.
(B)Treatment of amounts payable to a missing person.
In no event shall the accelerated payment option of
Section XI.4.b(iii) of the GE Energy Pension Plan apply with respect
to this Plan.
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(2)Grandfathered Plan Benefits.  Payment of Supplementary
Pensions provided for herein which are attributable to
Grandfathered Plan Benefits shall be in the same form and
commence as of the same date as distribution is made pursuant to
the Participant’s election under the GE Energy Pension Plan
(subject to the special rule in Section III(b) of this Plan for
Employees over age 70-½).
(3)Non-Grandfathered Plan Benefits.
(A)Time of Payment.
(i)Except as provided in paragraph (ii) below (relating to
disability pensions), all payments of Non-
Grandfathered Plan Benefits shall commence on the
first day of the month after the Employee’s Separation
from Service or the Employee’s attainment of age 60,
if later; provided, however, that if an Employee is a
Specified Employee, payment of any Non-
Grandfathered Plan Benefit shall not be made within
the first six months following the Employee’s
Separation from Service.  In the event distribution to a
Specified Employee is so delayed, payment of the
Non-Grandfathered Plan Benefit shall begin on the
first day of the seventh month following Separation
from Service and the first such payment shall be
increased to reflect the missed payments (with
interest accumulated in accordance with Benefits
Administrative Committee procedures).
(ii)Payment of Supplementary Pensions attributable to
disability as provided for in Section IV(b) shall
commence on the first day of the month after the
Employee’s Separation from Service; provided,
however, that the Employee shall forfeit any payments
attributable to months prior to the first date on which a
Disability Pension is actually paid under Section VII of
the GE Energy Pension Plan.  For this purpose, any
retroactive payments that may be made under the GE
Energy Pension Plan shall be disregarded and no
corresponding retroactive payments shall be made
hereunder.
(B)Form of Payment.  Unless an Employee makes an effective
election pursuant to paragraph (B)(i) below, such benefits
shall be paid as a 50% Survivor Benefit in accordance with
the principles of Section IX.1 and other provisions of the GE
Energy Pension Plan applicable thereto (for Employees who
are married at the time their Supplementary Pension begins)
or as a single life annuity in accordance with the principles of
Section XV, X.11 and other provisions of the GE Energy
Pension Plan applicable thereto (for Employees who are not
married at the time their Supplementary Pension begins);
provided, however, that:
19
(i)As an alternative to the normal distribution forms set
forth in this paragraph (B), a married Employee may
elect to receive all payments of Non-Grandfathered
Plan Benefits as a single life annuity as described
above, a 100% Alternative Survivor Benefit in
accordance with the principles of Section IX.3 and
other provisions of the GE Energy Pension Plan
applicable thereto, or a 75% Alternative Survivor
Benefit in accordance with the principles of Section
IX.10 and other provisions of the GE Energy Pension
Plan applicable thereto.  In the case of a disability
pension payable under Section IV(b) above, however,
the 100% Alternative Survivor Benefit shall not be
available.  An election under this paragraph may not
be made more than 60 days following the date as of
which payment is otherwise to commence in
accordance with paragraph (3)(A) above.  For
purposes of clarity, if an Employee is a Specified
Employee for whom the Non-Grandfathered Plan
Benefit is delayed in accordance with paragraph
(3)(A)(i) above, an election under this paragraph may
be made anytime within the first six months following
the Employee’s Separation from Service.  If such
Specified Employee dies during the six-month delay,
the Specified Employee will be treated as if he retired
before death, without regard to such delay, and
commenced receiving his benefit either in accordance
with his actual election under this paragraph as to the
form of distribution, or in accordance the rules in
paragraph (3)(B) above if no such election was made
before death.
(ii)Regardless of the initial form of payment for Non-
Grandfathered Plan Benefits, the revocation feature
provided in Section IX.8 of the GE Energy Pension
Plan shall not apply to Non-Grandfathered Plan
Benefits.
(b)Impact of Reemployment.  If an Employee is reemployed by the
Company or an Affiliate, the following provisions shall apply with respect to
the determination of the Employee’s Supplementary Pension:
(1)Grandfathered Plan Benefits.  If the Employee’s pension under
the GE Energy Pension Plan is suspended or may not commence
for any month in accordance with the re-employment provisions of
that plan, the Employee’s Supplementary Pension attributable to
Grandfathered Plan Benefits that would otherwise be payable
during such re-employment shall be forfeited under this Plan.  For
this purpose, any addition to the Employee’s Supplementary
Pension which he may earn hereunder following such re-
employment shall not cause such Grandfathered Plan Benefits to
be reclassified as Non-Grandfathered Plan Benefits.  Upon the
Employee’s subsequent Separation from Service, the Employee’s
original distribution election, if any, with respect to such original
20
Grandfathered Plan Benefits shall be disregarded and such original
Grandfathered Plan Benefit (adjusted for any additional accrual or
reduction) will be paid in accordance with the terms of the Plan in
effect at the time of such subsequent Separation from Service
applicable to Non-Grandfathered Plan Benefits.  If such subsequent
Separation from Service is by reason of death, any survivor or
death benefits attributable to such original Grandfathered Plan
Benefits (as so adjusted) will be determined in accordance with this
Plan’s pre-retirement death and survivor benefit provisions then
applicable to Non-Grandfathered Plan Benefits.  The preceding two
sentences shall not apply to Grandfathered Specified Employees.
(2)Non-Grandfathered Plan Benefits.  If the Employee is rehired
after having commenced receiving his Supplementary Pension, and
in accordance with the terms of the GE Energy Pension Plan, the
Employee would have had his pension therefrom suspended upon
such re-employment, the Employee shall forfeit any benefits from
this Plan attributable to his Non-Grandfathered Plan Benefit that
would otherwise be payable during such re-employment.  Upon the
Employee’s subsequent Separation from Service:
(A)If the Employee’s Non-Grandfathered Plan Benefit is the
same or has decreased, then:
(i)the Non-Grandfathered Plan Benefit earned during
the first period of employment will resume
immediately in the same form of distribution and with
the same conversion and reduction factors that
applied to the original distribution of such benefit;
(ii)if such original distribution form was a 50% Survivor
Benefit, 75% Alternative Survivor Benefit or 100%
Alternative Survivor Benefit, any survivor benefits will
be payable only if the Surviving Spouse was married
to the Participant at the time of his original retirement;
and
(iii)such benefit will be reduced, as necessary, if the
Employee’s Non-Grandfathered Plan Benefit
decreases as a result of his second period of
employment.
If such subsequent Separation from Service is by reason of
death, then any death or survivor benefits attributable to
Non-Grandfathered Plan Benefits will be based on such
original form of distribution with payment commencing on the
first of the month following death.  Survivor benefits will be
payable only if the Surviving Spouse was married to the
Employee at the time of his original retirement and is
otherwise eligible to receive payments hereunder.
21
(B)If the Non-Grandfathered Plan Benefit payable upon such
subsequent Separation from Service has increased as a
result of the Employee’s second period of employment, then
the above provisions set forth in paragraph (2)(A) will govern
the Non-Grandfathered Plan Benefit earned during the first
period of employment (as applicable), and the following will
apply to any additional Non-Grandfathered Plan Benefit:
(i)the additional benefit amount shall be distributed
separately commencing on the first of the month
following such subsequent Separation from Service
based upon the Employee’s age, marital status and
the otherwise applicable Plan terms at that time and
any new distribution election made by the Employee
in accordance with Section X(a)(3) above, and
(ii)if such subsequent Separation from Service is by
reason of death, any survivor or death benefits
attributable to such additional Non-Grandfathered
Plan Benefit will be determined separately in
accordance with this Plan’s pre-retirement death and
survivor benefit provisions.
(3)If an Employee is rehired under circumstances where he previously
accrued a non-forfeitable interest in his Non-Grandfathered Plan
Benefit but had not commenced receiving such benefit prior to his
reemployment, the following shall apply:
(A)Such Employee shall forfeit the dollar amount of any Plan
Benefits that would otherwise be paid while re-employed. 
However, such Employee will continue to retain an interest in
the Plan (herein referred to as his “retained interest”) equal
to the original non-forfeitable amount, as determined in
accordance with Section V(d) above.
(B)Such retained interest and any additional Non-Grandfathered
Plan Benefit to which the Employee is entitled shall be
payable following the Employee’s subsequent Separation
from Service at the time and in the manner provided in
Section X(a)(3).  If the Employee dies before retirement, any
survivor or death benefits attributable to such retained
interest will be determined in accordance with this Plan’s
pre-retirement death and survivor benefit provisions.
(C)If the Employee continues in service after attaining age 60,
the Employee’s retained interest shall commence after his
subsequent Separation from Service at the time and in the
manner provided in Section X(a)(3) and shall be calculated
using reduction and conversion factors applicable to an age
60 commencement (but based on the spouse at actual
retirement, if any).
(c)Beneficiary and Spousal Consent.  An Employee’s beneficiary for the
purposes of this Plan shall be the beneficiary designated by him under the
22
GE Energy Pension Plan, except in those instances where a separate
beneficiary designation is in effect under this Plan.  The provisions of the
GE Energy Pension Plan with respect to the designation or selection of a
beneficiary shall apply to the designation or selection of a beneficiary
under this Plan.  For purposes of clarity, the requirement in the GE Energy
Pension Plan for a Spouse’s Consent to the designation or selection of a
beneficiary, or the election of alternative distribution forms hereunder, shall
apply under this Plan.  Notwithstanding the foregoing, in the case of Non-
Grandfathered Plan Benefits, any elections governing beneficiaries made
in accordance with Section VII(b) of this Plan, as restated July 1, 1991, or
subsequent actions of the Company related thereto, shall continue to
apply.  No such elections, however, shall direct a different time or form of
payment of Non-Grandfathered Plan Benefits from the time and form of
payment prescribed under this Plan, nor shall any Employee who did not
make such an election before this restatement be permitted to submit such
an election.
(d)With respect to Non-Grandfathered Plan Benefits, any provision of this
Section X or other provision of this Plan that refers to the time or form of
benefits under the GE Energy Pension Plan shall be deemed to be a
reference to the terms of the GE Energy Pension Plan in effect on
December 31, 2008.
(e)The Company shall be entitled to withhold all applicable withholding taxes,
including, but not limited to, federal income taxes, Federal Insurance
Contributions Act (“FICA”) taxes, and state income taxes, from an
Employee’s Supplementary Pension.  The actuarially determined present
value of an Employee’s Supplementary Pension is required by law to be
subject to FICA taxation (Social Security tax, Medicare tax, and if
applicable, additional Medicare tax) on the date on which the present
value of the Employee’s Supplementary Pension becomes reasonably
ascertainable (generally, the date on which the Employee makes an
effective election as to the form of payment).  As a condition of
participation in the Plan, the Employee shall be required to make
arrangements to satisfy the required FICA tax withholding, including being
required to remit to the Company the amount necessary to satisfy his or
her withholding requirements.  The Company shall have the power and the
right to withhold the amount necessary to satisfy an Employee’s FICA tax
obligation from the amount payable under the Plan or to establish other
means to satisfy such obligation, including, to the extent permitted by law,
the Company’s payment of any required tax on the Employee’s behalf
subject to repayment by the Employee, as specified under a policy
adopted by the Benefits Administrative Committee.
Section XI.Administration
(a)This Plan shall be administered by the Benefits Administrative Committee,
which shall have authority to make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this Plan and
decide or resolve in its sole and absolute discretion any and all questions
or claims, including interpretations of this Plan, as may arise in connection
with this Plan.
23
(b)In the administration of this Plan, the Benefits Administrative Committee
may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit and may from time to time consult with
counsel who may also serve as counsel to the Company.  The Benefits
Administrative Committee may also delegate to other persons or other
entities any or all of its authority, responsibilities, obligations and duties
with respect to the Plan in accordance with the charter for the Benefits
Administrative Committee.  If the Company, Benefits Administrative
Committee, or other plan fiduciary (an “Advisee”) engages attorneys,
accountants, actuaries, consultants, and other service providers (an
“Advisor”) to advise them on issues related to a Plan or the Advisee’s
responsibilities under the Plan:
(1)The Advisor’s client is the Advisee and not any employee,
participant, dependent, beneficiary, claimant, or other person;
(2)The Advisee will be entitled to preserve the attorney-client privilege
and any other privilege accorded to communications with the
Advisor, and all other rights to maintain confidentiality, to the full
extent permitted by law; and
(3)No employee, participant, dependent, beneficiary, claimant or other
person will be permitted to review any communication between the
Advisee and any of its or his Advisors with respect to whom a
privilege applies, unless mandated by a court order.
(c)The decision or action of the Benefits Administrative Committee in respect
of any question arising out of or in connection with the administration,
interpretation and application of this Plan and the rules and regulations
hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan or making any claim hereunder.
(d)The provisions of this Section XI(d) shall apply to any claim for a benefit
under the Plan, regardless of the basis asserted for the claim and
regardless of when the act or omission upon which the claim is based
occurred.  Any such claim shall be addressed through the claims and
appeals process described in the handbook summary for this Plan, and no
such claim may be filed in court, arbitration, or similar proceeding before
the claimant has exhausted that process.  Such process is intended to
comply with Section 503 of ERISA and shall be administered and
interpreted in a manner consistent with such intent.
The claims administrator shall be the Benefits Administrative Committee or
its designee or delegate.
(e)Limitations Period.
(1)Any claim (A) for benefits; (B) to enforce rights under the Plan; or
(C) otherwise seeking a remedy or judgment of any kind against the
Plan, the Benefits Administrative Committee, the Company, or an
Affiliate must be filed within the limitations period prescribed by this
Section XI(e) (and subsequent to exhaustion as described in
Section XI(d)).
24
(2)The limitations period shall begin on the following date:
(A)For a claim for benefits, the earliest of:  (i) the date the first
benefit payment was actually made or allegedly due, or
(ii) the date the Plan, the Benefits Administrative Committee,
the Company, or an Affiliate first repudiated the alleged
obligation to provide such benefits, regardless of whether
such repudiation occurred during administrative review
pursuant to Section XI(d).  A repudiation described in clause
(ii) may be made in the form of a direct communication to the
employee or a more general oral or written communication
related to benefits payable under the Plan (for example, a
summary of the Plan or an amendment to the Plan);
(B)For a claim to enforce an alleged right under the Plan (other
than a right to benefits), the date the Plan first denied the
request made on behalf of the employee to exercise such
right, regardless of whether such denial occurred during
administrative review pursuant to Section XI(d); or
(C)For any claim otherwise seeking a remedy or judgment of
any kind against the Plan, the Benefits Administrative
Committee, the Company, or an Affiliate, the earliest date on
which the employee knew or should have known of the
material facts on which such claim or action is based,
regardless of whether the employee was aware of the legal
theory underlying the claim.
(3)The limitations period shall end on the first anniversary of the
beginning date described in Section XI(e)(2); provided, however,
that if a request for administrative review pursuant to Section XI(d)
is pending at such time, the limitations period shall be extended to
end on the date that is 60 days after the final denial of such claim
on administrative review.
(4)The limitations period described in this Section XI(e) replaces and
supersedes any limitations period that otherwise might be deemed
applicable under state or federal law in the absence of this
Section XI(e).  A claim filed after the expiration of the limitations
period shall be deemed time-barred, except that the Benefits
Administrative Committee shall have discretion to extend the
limitations period upon a showing of exceptional circumstances
that, in the opinion of the Benefits Administrative Committee,
provide good cause for an extension.  The exercise of this
discretion is committed solely to the Benefits Administrative
Committee and is not subject to review.
(5)In the event of any claim brought by or on behalf of two or more
employees, the requirements of this Section Xl(e) shall apply
separately with respect to each employee.
Section XII.Termination, Suspension or Amendment
25
The Sponsor may, in its sole discretion, terminate, suspend or amend this Plan at any
time or from time to time, in whole or in part through action taken by the Chief Executive
Officer, Chief Financial Officer, or Chief People Officer of GE Vernova Inc., acting
individually or collectively.  However, no such termination, suspension or amendment
shall adversely affect (a) the benefits of any Employee who retired under the Plan prior
to the date of such termination, suspension or amendment or (b) the right of any then
current Employee to receive upon retirement, or of his or her Surviving Spouse or
beneficiary to receive upon such Employee’s death, the amount as a Supplementary
Pension or death benefit, as the case may be, to which such person would have been
entitled under this Plan computed to the date of such termination, suspension or
amendment, taking into account the Employee’s Pension Benefit Service and Average
Annual Compensation calculated as of the date of such termination, suspension or
amendment.  Any amendment or termination shall comply with the restrictions of
Section 409A of the Code to the extent applicable.  No amendment or termination of the
Plan may accelerate a scheduled payment of Non-Grandfathered Plan Benefits, nor
may any amendment or termination permit a subsequent deferral of Non-Grandfathered
Plan Benefits.  Subject to the other requirements of this Section XII, if the Sponsor or
the Benefits Administrative Committee determines that any provision of the Plan is or
might be inconsistent with the restrictions imposed by Section 409A of the Code, such
provision shall be deemed to be amended to the extent that the Sponsor or the Benefits
Administrative Committee determines is necessary to bring it into compliance with
Section 409A of the Code.  Any such deemed amendment shall be effective as of the
earliest date such amendment is necessary under Section 409A of the Code.
Section XIII.Adjustments in Supplementary Pension Following Retirement
(a)Effective January 1, 1975, the amount of Supplementary Pension then
payable to any Employee who retired before January 1, 1975 shall be
reduced by the amount of any increase which becomes effective January
1, 1975 in the Pension payable under the GE Energy Pension Plan to
such Employee.
(b)If the Pension payable under the GE Energy Pension Plan to any
Employee is increased following his retirement which increase becomes
effective after January 1, 1975, the amount of the Supplementary Pension
thereafter payable to such Employee under this Supplementary Pension
Plan shall be determined by the Board of Directors.
(c)Effective November 1, 1977, if the benefit payable to a pensioner or
Surviving Spouse under the GE Energy Pension Plan is increased in
accordance with paragraphs 25 (a), (b) or (c) of Section XIV of that Plan,
the Supplementary Pension or death benefit, if any, payable under this
Plan to such pensioner or Surviving Spouse on and after November 1,
1977 shall be increased by the same percentage.  Any such increase shall
not be reduced by the percentage limitations specified in Section IX.
(d)Effective May 1, 1979, if the benefit payable to a pensioner or Surviving
Spouse under the GE Energy Pension Plan is increased by a percentage
in accordance with paragraphs 26 (a), (b) or (c) of Section XIV of that
26
Plan, or would have been increased by a percentage in accordance with
such paragraphs except for the fact that such pensioner or Surviving
Spouse received a lump-sum settlement under the GE Energy Pension
Plan, the Supplementary Pension or death benefit, if any, payable under
this Plan to such pensioner or Surviving Spouse on and after May 1, 1979
shall be increased by the same percentage.  Any such increase shall not
be reduced by the percentage limitations specified in Section IX.
(e)If the Pension benefit or Service credits under the GE Energy Pension
Plan are increased for a retired employee in accordance with paragraph
27 or 28 of Section XIV of that Plan, or in accordance with the opportunity
made available under that Plan effective January 1, 1980 to make up
Employee contributions plus interest for periods during which the
Employee was otherwise eligible but failed to participate because of late
enrollment or voluntary suspension, the Supplementary Pension payable
to the Employee under this Plan shall be recalculated to take any such
increase into account.  For this purpose, Section III of this Plan as
amended effective July 1, 1979 shall apply.  Any change in the Employee’s
Supplementary Pension shall take effect on the same date as the
corresponding change under the GE Energy Pension Plan.
(f)Effective February 1, 1981, if the benefit payable to a pensioner or
Surviving Spouse under the GE Energy Pension Plan is increased by a
percentage in accordance with paragraphs 29 (a), (b) or (c) of Section XIV
of that Plan, or would have been increased by a percentage in accordance
with such paragraphs except for the fact that such pensioner or Surviving
Spouse received a lump sum settlement under the GE Energy Pension
Plan, the Supplementary Pension or death benefit, if any, payable under
this Plan to such pensioner or Surviving Spouse on and after February 1,
1981 shall be increased by the same percentage.  Any such increase shall
not be reduced by the percentage limitations specified in Section IX.
(g)Effective January 1, 1983, if the benefit payable to a pensioner under the
GE Energy Pension Plan is increased in accordance with paragraph 30 of
Section XIV of that Plan, the Supplementary Pension payable to the
pensioner under this Plan shall be recalculated to take any such increase
into account.  Any change in the Supplementary Pension shall take effect
on the same date as the corresponding change under the GE Energy
Pension Plan.
(h)Effective December 1, 1984, if the benefit payable to a pensioner or
Surviving Spouse under the GE Energy Pension Plan is increased by a
percentage in accordance with paragraph 32 (a), (b) or (c) of Section XIV
of that Plan, or would have been increased by a percentage in accordance
with such paragraphs except for the fact that such pensioner or Surviving
Spouse received a lump-sum settlement under the GE Energy Pension
Plan, the Supplementary Pension or death benefit, if any, payable under
this Plan to such pensioner or Surviving Spouse on and after December 1,
1984, shall be increased by the same percentage.  Any such increase
shall not be reduced by the percentage limitations specified in Section IX.
(i)Effective July 1, 1985, if the benefit payable to a pensioner under the GE
Energy Pension Plan is increased in accordance with paragraph 34 of
Section XIV of that Plan, the Supplementary Pension payable to the
27
pensioner under this Plan shall be recalculated to take any such increase
into account.  Any change in the Supplementary Pension shall take effect
on the same date as the corresponding change under the GE Energy
Pension Plan.
(j)Effective January 1, 1988, if the benefit payable to a pensioner or
Surviving Spouse under the GE Energy Pension Plan is increased by a
percentage in accordance with paragraph 35 of Section XIV of that Plan,
or would have been increased by a percentage in accordance with such
paragraph except for the fact that such pensioner or Surviving Spouse
received a lump sum settlement under the GE Energy Pension Plan, the
Supplementary Pension or death benefit, if any, payable under this Plan to
such pensioner or Surviving Spouse on and after January 1, 1988 shall be
increased by the same percentage.  Any such increase shall not be
reduced by the percentage limitations specified in Section IX.
(k)Effective July 1, 1988, if the benefit payable to a pensioner under the GE
Energy Pension Plan or the GE Energy Excess Benefit Plan is increased
as a result of paragraph 36 of Section XIV of the GE Energy Pension Plan,
the Supplementary Pension payable to the pensioner under this Plan shall
be recalculated to take any such increase into account.  Any change in the
Supplementary Pension shall take effect on the same date as the
corresponding increase under the GE Energy Pension Plan or GE Energy
Excess Benefit Plan.
(l)Effective July 1, 1991, if the benefit payable to a pensioner or Surviving
Spouse under the GE Energy Pension Plan is increased by a percentage
in accordance with paragraph 37 of Section XIV of that Plan, or would
have been increased by a percentage in accordance with such paragraph
except for the fact that such pensioner or Surviving Spouse received a
lump sum settlement under the GE Energy Pension Plan, the
Supplementary Pension or death benefit, if any, payable under this Plan to
such pensioner or Surviving Spouse on and after January 1, 1991 shall be
increased by the same percentage.  Any such increase shall not be
reduced by the percentage limitations specified in Section IX.
(m)Effective December 1, 1991, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or GE
Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 38 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
(n)Effective December 1, 1994, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 39 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
28
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
(o)Effective November 1, 1996, if the benefit payable under the GE Energy
Pension Plan or the GE Energy Excess Benefit Plan is increased as a
result of paragraph 47, 48 or 49 of Section XIV of the GE Energy Pension
Plan, said increase shall be disregarded for purposes of calculating the
amount payable under this Plan.
(p)Effective December 1, 1997, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 51 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
(q)Effective May 1, 2000, if the benefit payable under the GE Energy Pension
Plan or the GE Energy Excess Benefit Plan is increased as a result of
paragraph 54, 55 or 56 of Section XIV of the GE Energy Pension Plan,
said increase shall be disregarded for purposes of calculating the amount
payable under this Plan.
(r)Effective December 1, 2000, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 58 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
(s)Effective December 1, 2003, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 67 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
29
(t)Effective December 1, 2007, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 70 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
(u)Effective December 1, 2011, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 73 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
(v)Effective November 1, 2015, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 75 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
(w)Effective November 1, 2019, if the benefit payable to a pensioner under
the GE Energy Pension Plan, the GE Energy Excess Benefit Plan or the
GE Energy Executive Special Early Retirement Option and Plant Closing
Retirement Option Plan is increased as a result of paragraph 78 of Section
XIV of the GE Energy Pension Plan, the Supplementary Pension payable
to the pensioner under this Plan shall be recalculated to take any such
increase into account.  Any change in the Supplementary Pension shall
take effect on the same date as the corresponding increase under the GE
Energy Pension Plan, GE Energy Excess Benefit Plan or GE Energy
Executive Special Early Retirement Option and Plant Closing Retirement
Option Plan.
Section XIV.General Conditions
(a)No interest of an Employee, retired employee (whether retired before or
after July 1, 1973), Surviving Spouse or beneficiary under this Plan and no
benefit payable hereunder shall be assigned as security for a loan, and
any such purported assignment shall be null, void and of no effect, nor
30
shall any such interest or any such benefit be subject in any manner,
either voluntarily or involuntarily, to anticipation, sale, transfer, assignment
or encumbrance by or through an Employee, retired employee, Surviving
Spouse or beneficiary.  If any attempt is made to alienate, pledge or
charge any such interest or any such benefit for any debt, liabilities in tort
or contract, or otherwise, of any Employee, retired employee, Surviving
Spouse, or beneficiary, contrary to the prohibitions of the preceding
sentence, then the Benefits Administrative Committee in its discretion may
suspend or forfeit the interests of such person and during the period of
such suspension, or in case of forfeiture, the Benefits Administrative
Committee shall hold such interest for the benefit of, or shall make the
benefit payments to which such person would otherwise be entitled (in the
same time and form) to the designated beneficiary or to some member of
such Employee’s, retired employee’s, Surviving Spouse’s or beneficiary’s
family to be selected in the discretion of the Benefits Administrative
Committee.  Similarly, in cases of misconduct, incapacity or disability, the
Benefits Administrative Committee, in its sole discretion, may make
payments (in the same time and form) to some member of the family of
any of the foregoing to be selected by it or to whomsoever it may
determine is best fitted to receive or administer such payments.
(b)In connection with an allowance granted under the GE Energy Retirement
for the Good of the Company Program, and in accordance with the terms
of that program, the Sponsor, in its discretion, may decide to provide an
Employee with a non-forfeitable interest in all or a portion of his
Supplementary Pension under this Plan.
(c)No Employee and no other person shall have any legal or equitable rights
or interest in this Plan that are not expressly granted in this Plan. 
Participation in this Plan does not give any person any right to be retained
in the Service of his employer.  The right and power of the Company to
dismiss or discharge any Employee is expressly reserved.
(d)Except to the extent that the same are governed by the federal law
(including Section 409A of the Code), the law of the State of New York
shall govern the construction and administration of this Plan.
(e)The rights under this Plan of an Employee who leaves the Service of the
Company at any time and the rights of anyone entitled to receive any
payments under the Plan by reason of the death of such Employee, shall
be governed by the provisions of the Plan in effect on the date such
Employee leaves the Service of the Company, except as otherwise
specifically provided in this Plan; provided, however, that with respect to
Non-Grandfathered Plan Benefits:
(1)Any Employee who left the Service of the Company on or after
January 1, 2005 and prior to January 1, 2009 and commenced
receipt of such benefits before January 1, 2009 shall not be eligible
to select the revocation feature provided in Section IX.8 of the GE
Energy Pension Plan.
(2)Any Employee who left the Service of the Company on or after
January 1, 2005 and prior to January 1, 2009 and did not
commence receipt of such benefits before January 1, 2009 (or
31
anyone entitled to receive any payments under the Plan by reason
of the death of such Employee who did not commence receipt of
such payments before January 1, 2009) shall have the time and
form of payment of such benefits determined under the terms
contained herein.
(f)Benefits provided under this Plan are unfunded and unsecured obligations
of the Company payable from its general assets.  Nothing contained in this
Plan shall require the Company to segregate any monies from its general
funds, to create any trust or other funding vehicle, to make any special
deposits, or to purchase any policies of insurance with respect to such
obligations.  If the Company elects to take any such action, such assets,
investments and the proceeds therefrom shall at all times remain the sole
property of the Company and subject to its creditors.  No other individual
shall have any economic interest or similar rights under the Plan or any
ownership rights in such assets, investments or proceeds, whether by
reason of being a named insured or otherwise.
This Plan is intended to comply with Section 409A of the Code with respect to amounts
accrued after December 31, 2004 and amounts that were accrued but forfeitable on that
date.  In addition, if an Employee accrues benefits hereunder on or after January 1,
2005, the Plan is intended to comply with the requirements of Section 409A of the Code
with respect to all of such Employee’s benefits hereunder; provided, however, that in the
case of Grandfathered Specified Employees, the requirements of Section 409A of the
Code shall only apply for amounts accrued in excess of Grandfathered Plan Benefits.
The Plan shall be administered and interpreted in a manner consistent with such intent;
provided, however, that nothing in this Plan shall be interpreted or construed to transfer
any liability for any tax (including a tax or penalty due as a result of a failure to comply
with Section 409A of the Code) from any Employee or an Employee’s spouse,
beneficiary, or estate to any other individual or entity.  Any payment under the Plan that
is subject to Section 409A of the Code and that is contingent on a termination of
employment is contingent on a Separation from Service.
32
Part II:  Executive Retirement Installment Benefits
(closed to new participants)
As described in the Introduction (and subject to the rules thereof), this Part II of the Plan
is closed effective January 1, 2021, and an Employee shall be eligible to participate
under this Part II only if the Employee was eligible for and participating under Part I or
Part II of the Plan on December 31, 2020 (and shall actually receive a benefit under this
Part II only if the Employee meets all the other applicable requirements therefor).  An
Employee will be considered to be eligible for and participating under Part I of the Plan
and will be eligible to participate under this Part II of the Plan on and after January 1,
2021, only if, on December 31, 2020, the Employee:  (A) was assigned to the GE
executive or higher career band; (B) was employed by the Company; and (C) was
enrolled in the GE Energy Pension Plan (i.e., had not waived or suspended participation
in the GE Energy Pension Plan).  An Employee who was previously eligible for Part II of
the Plan will not accrue future Benefit Service under Part II of the Plan if, on December
31, 2020, the Employee:  (A) was not assigned to the GE executive or higher career
band or (B) was not employed by the Company.
Section XV.Eligibility for Executive Retirement Installment Benefits
(a)An Employee shall be eligible to participate in this Plan under this Part II if
he is:
(1)an Excluded Employee or Ineligible Employee under the GE Energy
Pension Plan who was assigned to the GE executive or higher
career band before January 1, 2021, and has been continuously so
assigned since such date;
(2)an Employee who has been continuously assigned to the Sponsor’s
executive or higher career band since January 1, 2021, and whose
first day of work for the Company while so assigned was on or after
January 1, 2011, and before January 1, 2021;
(3)an Employee who, before January 1, 2021, was assigned to the GE
executive or higher career band and who has been continuously so
assigned since such date and is employed by (i) an Affiliate that
elected to participate in the GE Vernova Retirement Savings Plan
prior to January 1, 2011 as part of a benefits program which
provided neither employer-subsidized post-retirement medical
coverage under the GE Vernova Life Disability and Medical Plan
nor participation in the GE Energy Pension Plan for all of its
employees, or the segment of its employees in which such
Employee is included; or (ii) an Affiliate that elects to participate in
the GE Vernova Retirement Savings Plan on or after January 1,
2011 as part of a benefits program which provides neither
participation in the GE Energy Pension Plan nor designation of
Retirement Contribution Participant status under the GE Vernova
Retirement Savings Plan for all of its employees, or the segment of
its employees in which such Employee is included, but in all cases,
only to the extent such Affiliate elects to participate in this Part II,
33
and such election is accepted by the Benefits Administrative
Committee; or
(4)an Employee who has been continuously assigned to the Sponsor’s
executive or higher career band since January 1, 2021, and who
was eligible for and participating under Part I of the Plan on
December 31, 2020.
(b)Notwithstanding (a), in the event liabilities and assets under the GE
Energy Pension Plan attributable to an Employee have been transferred to
a plan maintained by Martin Marietta Corporation (including successors) or
to any other employer which is not an Affiliate, service performed by the
Employee prior to such transfer shall be disregarded in determining
(1) whether such Employee participated in this Plan on or before
December 31, 2010 and (2) whether his first day of work for the Company
while assigned to the Sponsor’s executive or higher career band is on or
after January 1, 2011.  Consistent with the foregoing, if after disregarding
such service, an Employee is deemed not to have participated in the Plan
on or before December 31, 2010, and his first day of work for the
Company while assigned to the Sponsor’s executive or higher career band
is deemed to be on or after January 1, 2011, this Part II (and not Part I)
shall apply to such Employee.
(c)Further notwithstanding (a), any Executive Retirement Installment Benefit
shall be contingent upon the Employee signing, not revoking, and
complying with the terms of a Release.  Such Release must be in a form
acceptable to the Sponsor, executed by the deadline established by the
Sponsor (which shall be no later than 45 days following the date of the
Employee’s Termination Date), and not revoked.
(d)An Employee who was eligible to participate under this Part II of the Plan
and who, before becoming entitled to a benefit under this Part II of the
Plan, left the Service of the Company and all Affiliates shall not, during any
period of reemployment with the Company that commences on or after
January 1, 2021, again become eligible for an Executive Retirement
Installment Benefit under this Part II of the Plan or accrue a new benefit
under the Plan.
(e)An Employee who was eligible to participate in this Plan on January 1,
2021, but who has ceased to be eligible for the Plan as described in
(a) solely as a result of no longer being assigned to the Sponsor’s
executive or higher career band on or after January 1, 2021, shall not earn
any additional benefits under the Plan for any periods beginning on or
after January 1, 2021, during which such Employee is again assigned to
the Sponsor’s executive or higher career band.  Such an Employee is,
however, eligible to receive the Executive Retirement Installment Benefit
the Employee has accrued if the Employee meets the requirements of
Section XVI, XVII, XVIII, or XX of the Plan, even if the Employee is not
assigned to the Sponsor’s executive or higher career band as of the date
he meets the applicable requirements of such Section.
Section XVI.Executive Retirement Installment Benefits
34
(a)An Executive Retirement Installment Benefit shall be payable to an eligible
Employee (i) who has been continuously in the Service of the Company or
an Affiliate since January 1, 2021 (with respect to an Employee whose
Termination Date is after December 31, 2020), and (ii) whose Termination
Date is on or after his 65th birthday equal to the sum of the following three
amounts (if any):
(1)10% multiplied by his Benefit Service as a participating Employee
while assigned to the Sponsor’s executive career band multiplied
by his Average Annual Compensation.
(2)14% multiplied by his Benefit Service as a participating Employee
while (i) assigned to the Sponsor’s senior executive career band,
with respect to Benefit Service before January 1, 2022,  (ii) an
Executive Director or Senior Executive Director, with respect to
Benefit Service after December 31, 2021 and on or before
December 31, 2024, and (iii) Executive Director or Vice President
(band level 1), with respect to Benefit Service after December 31,
2024, multiplied by his Average Annual Compensation.
(3)18% multiplied by his Benefit Service as a participating Employee
while (i) a Sponsor officer, with respect to Benefit Service before
January 1, 2022, (ii) a Vice President, Group Vice President, or
Senior Vice President (and above), with respect to Benefit Service
after December 31, 2021 and on or before December 31, 2024, and
(iii) a Vice President (band levels 2-5 or higher), Executive Vice
President, or Chief Executive Officer, with respect to Benefit
Service after December 31, 2024, multiplied by his Average Annual
Compensation.
Notwithstanding the foregoing paragraph, the accrual rate (i.e., the
percentage prescribed in Section XVI(a)(1), (a)(2) or (a)(3) above) that is
applied to determine a Senior Executive Director’s Executive Retirement
Installment Benefit pursuant to this PartIISection XVI(a) shall not increase
on or after December 31, 2024, solely because the Senior Executive
Director’s band level is changed to Vice President band level 1. 
(b)A reduced Executive Retirement Installment Benefit shall be payable to an
eligible Employee (i) who has been continuously in the Service of the
Company or an Affiliate since January 1, 2021 (with respect to an
Employee whose Termination Date is after December 31, 2020), and
(ii) whose Termination Date is before his 65th birthday, but who terminates
Service with the Company on or after his 60th birthday, equal to:
(1)for a Termination Date on or after an Employee’s 60th birthday, the
amount calculated under subsection (a), reduced by 5/12% for each
month from the day payments commence under Section XIX (Time
and Form of Payment) to Normal Commencement Date, up to a
maximum reduction of 25%; or
(2)for a Separation from Service before the Employee’s 60th birthday
in the case of an Employee who nevertheless qualifies for an
35
Executive Retirement Installment Benefit by remaining in Service
with the Company until his 60th birthday, 75% of the amount
calculated under subsection (a).
(c)In all cases (subject to Section XXI(h)), Executive Retirement Installment
Benefits shall only take into account Compensation as of the Termination
Date, even if an Employee remains in Service with the Company
thereafter or has a Separation from Service thereafter.  Similarly,
Executive Retirement Installment Benefits shall only take into account
Benefit Service as of the date of termination of Service with the Company.
(d)An Executive Retirement Installment Benefit shall not be payable with
respect to an Employee who terminates Service with the Company before
his 60th birthday, except as specifically provided in Sections XVII (Disability
Retirement), XVIII (Special Benefit Protection) and XX (Payments Upon
Death), or except as may otherwise be provided by virtue of an exercise of
Company discretion under Section XIV(b) or an exercise of Company
discretion in the case of an Employee with less than 25 years of Eligibility
Service who transfers to a successor employer.
(e)The terms “Sponsor’s executive career band,” “Sponsor’s senior executive
career band”, “Sponsor officer”, “Executive Director”, “Senior Executive
Director”, “Vice President”, “Group Vice President”, “Senior Vice
President,” “Executive Vice President,” and “Chief Executive Officer” refer
to those classifications as determined for purposes of this Part II by the
Sponsor in its sole discretion, and not any Affiliate.  Consistent with the
foregoing, an Employee must be so determined to be an officer of the
Sponsor and not an Affiliate to be eligible for the accrual rate described in
paragraph (a)(3).
(f)For purposes of this Part II, an Employee who has a Separation from
Service shall only be treated as remaining in Service with the Company
while he is on protected service in accordance with established Company
procedures.
Section XVII.Disability Retirement
(a)An Executive Retirement Installment Benefit shall be payable to an eligible
Employee (i) who has been continuously in the Service of the Company or
an Affiliate since January 1, 2021 (with respect to an Employee whose
Termination Date is after December 31, 2020), and (ii) who prior to his 60th
birthday:
(1)either retires on a Disability Pension under Section VII of the GE
Energy Pension Plan or, if he has not accrued a benefit under the
GE Energy Pension Plan, would qualify to so retire if he had
accrued such a benefit, but in such a case using Eligibility Service
when applying the 15 years of service requirement in Section VII of
the GE Energy Pension Plan; and
(2)qualifies as disabled by receiving income replacement benefits
under a Company plan for a period of not less than three months
and otherwise meeting the requirements under Treasury regulation
36
section 1.409A-3(i)(4) and regulations and other guidance issued
thereunder.
(b)The amount of an Executive Retirement Installment Benefit under
subsection (a) shall equal 75% of the amount calculated under
Section XVI(a), taking into account only Benefit Service and
Compensation as of the Termination Date (subject to Section XXI(h)).
Section XVIII.Special Benefit Protection
(a)An Executive Retirement Installment Benefit shall be payable to a former
eligible Employee (i) who has been continuously in the Service of the
Company or an Affiliate since January 1, 2021 (with respect to an
Employee whose Termination Date is after December 31, 2020), (ii) who
terminates Service with the Company before his 60th birthday and after
completion of 25 or more years of Eligibility Service (or is credited with 25
or more years of Eligibility Service as a result of Company or Benefits
Administrative Committee action in connection with Section XVIII(a)(2)
below), and (iii) who meets one of the following conditions:
(1)The Employee’s Service is terminated because of a Plant Closing.
(2)The Employee’s Service is terminated for transfer to a Successor
Employer.  For the avoidance of doubt, this Section XVIII(a) shall
not apply to any Employee if all Plan liabilities with respect to the
Employee are transferred to a spin-off plan maintained by such
Successor Employer or an affiliate thereof.
(3)The Employee’s Service is terminated after one year on layoff with
protected service.
(b)The amount of an Executive Retirement Installment Benefit under
subsection (a) shall equal 75% of the amount calculated under
Section XVI(a), taking into account only Compensation as of the
Termination Date (subject to Section XXI(h)) and Benefit Service as of the
date of termination of Service with the Company.
(c)In the event General Electric Company announces its intention to dispose
of a predominant share of the businesses of General Electric Capital
Corporation and its subsidiaries, Employees of any such GE Capital
operations to be disposed of or discontinued in connection with such
action will be eligible for Special Benefit Protection treatment as described
in this Section XVIII by meeting the conditions for such treatment set forth
in this Section XVIII, except that they will only be required to have
completed at least 10 years (instead of 25 years) of Pension Qualification
Service as of their termination because of a Plant Closing, transfer to
Successor Employer or layoff after one year on protected service.  This
paragraph (c) shall not apply to an Employee who terminates Service for
any other reason, or is assigned to (or offered employment with) any
continuing operation of the Company or any Affiliate (including a
continuing GE Capital operation).  This paragraph (c) also shall not apply
unless the Employee executes a release of liability and claims on such
terms and in such manner as the Company may require in its absolute
discretion.  Notwithstanding the foregoing, the Benefits Administrative
37
Committee may in its absolute discretion prescribe such additional
conditions and other rules as it deems necessary or advisable in applying
this paragraph (c), including the designation of groups of employees who
shall and shall not be eligible for this Special Benefit Protection treatment.
This paragraph (c) is intended to serve as a special retention arrangement
in connection with General Electric Company’s announcement to dispose
of a predominant share of the businesses of General Electric Capital
Corporation and its subsidiaries.  This paragraph (c) shall not apply to any
employee who terminates service prior to such an announcement or is on
protected service at the time of such announcement, except as otherwise
provided by the Benefits Administrative Committee in its absolute
discretion.
(d)Employees of the General Electric Company (“GE”) corporate division who
are laid off as a result of the November 9, 2021 announcement to
restructure into three industry leading public companies focused on
aviation, healthcare and energy (the “Transition”) will be eligible for
Special Benefit Protection treatment described in this Section XVIII by
meeting the conditions for such treatment set forth in this Section XVIII,
except that the service eligibility requirement will be met if they have
completed at least 10 years (instead of 25 years) of Eligibility Service as of
their Separation from Service, or would have completed at least 10 years
of Eligibility Service by December 31, 2023.  This paragraph (d) shall not
apply to an Employee who (i) is laid off from any other business or division
of GE Aerospace, (ii) is laid off from the corporate division of GE
Aerospace for any other reason, (iii) is assigned to (or offered employment
with) any continuing operation of the Company or any Affiliate or their
successor entities or (iv) as of March 1, 2022, is an executive officer and
Senior Vice President or above of GE Aerospace.  This paragraph (d) also
shall not apply unless the Employee executes a Release on such terms
and in such manner as the Company may require in its absolute discretion
and in accordance with Section XV(c).  Notwithstanding the foregoing, the
Benefits Administrative Committee may in its absolute discretion prescribe
such additional conditions and other rules as it deems necessary or
advisable in applying this paragraph (d), including the designation of
groups of employees who shall and shall not be eligible for this Special
Benefit Protection treatment.
Section XIX.Time and Form of Payment
(a)Executive Retirement Installment Benefits shall be paid in 10 annual
installments, each of which shall equal the amount calculated under
Section XVI, XVII or XVIII, as applicable, divided by 10.
(b)The first annual installment of an Executive Retirement Installment Benefit
described in subsection (a) shall be paid as of the first day of the month
following the later of (1) three completed calendar months after Separation
from Service (or six completed calendar months after Separation from
Service in the case of a Specified Employee), or (2) the Employee’s 60th
birthday.  Notwithstanding the foregoing, in the case of payments made
under Section XVII (Disability Retirement), the first annual installment of
38
an Executive Retirement Installment benefit shall be paid as of the first day
of the month following six completed calendar months after Separation
from Service.  The remaining nine annual installments shall be paid as of
the anniversary of the date set forth above.
(c)No interest shall be earned or paid with respect to any Executive
Retirement Installment Benefits, including any payments upon death under
Section XX.
(d)The Company shall be entitled to withhold all applicable withholding taxes,
including, but not limited to, federal income taxes, Federal Insurance
Contributions Act (“FICA”) taxes, and state income taxes, from an
Employee’s Executive Retirement Installment Benefit.  The present value
of an Employee’s Executive Retirement Installment Benefit is required by
law to be subject to FICA taxation (Social Security tax, Medicare tax, and if
applicable, additional Medicare tax) on the date on which the present
value of the Employee’s Executive Retirement Installment Benefit
becomes reasonably ascertainable.  As a condition of participation in the
Plan, the Employee shall be required to make arrangements to satisfy the
required FICA tax withholding, including being required to remit to the
Company the amount necessary to satisfy his or her withholding
requirements.  The Company shall have the power and the right to
withhold the amount necessary to satisfy an Employee’s FICA tax
obligation from the amount payable under the Plan or to establish other
means to satisfy such obligation, including, to the extent permitted by law,
the Company’s payment of any required tax on the Employee’s behalf
subject to repayment by the Employee, as specified under a policy
adopted by the Benefits Administrative Committee.
(e)Notwithstanding any provision of this Plan to the contrary, if an Employee’s
employment is terminated for Cause or if the Benefits Administrative
Committee determines in its sole discretion that an Employee has
engaged in conduct that (i) constitutes a breach of the Release, (ii) results
in (or has the potential to cause) material harm financially, reputationally,
or otherwise to the Company or an Affiliate or (iii) occurred prior to the
Employee’s Separation from Service and would give rise to a termination
for Cause (regardless of whether such conduct is discovered before,
during or after the Employee’s Separation From Service), the Employee
shall forfeit the Employee’s right to any unpaid Executive Retirement
Installment Benefit under this Plan and may be required to repay any
amounts previously paid under the Plan to the extent recovery is permitted
by law.
The remedy under this subsection (e) is not exclusive and shall not limit
any right of the Company or any Affiliate under applicable law, including
(but not limited to) a remedy under (i) Section 10D of the Securities
Exchange Act of 1934, as amended, (ii) any applicable rules or regulations
promulgated by the Securities and Exchange Commission or any national
securities exchange or national securities association on which shares of
the Company may be traded, and/or (iii) any company policy adopted with
respect to compensation recoupment.
39
Section XX.Payments Upon Death
(a)If death occurs after installments of an Executive Retirement Installment
Benefit have commenced under Section XIX(b), but before all 10 annual
installments have been paid, the remaining installments shall continue to
be paid to the Employee’s designated beneficiary as of the yearly
anniversary specified in Section XIX(b).
(b)If an eligible Employee who has been continuously in the Service of the
Company or an Affiliate since January 1, 2021 (with respect to an
Employee who dies after December 31, 2020), dies while in Service with
the Company and before installments of an Executive Retirement
Installment benefit have commenced under Section XIX(b), a death benefit
shall be paid to his designated beneficiary under this Section XX(b), and
not any other provision of this Part, equal to:
(1)if death occurs on or after the Employees 65th birthday, the amount
calculated under section XVI(a);
(2)if death occurs after the Employee’s 60th birthday but before his 65th
birthday, the amount calculated under Section XVI(a), reduced by
5/12% for each month from the day payments commence (as
described below) to what would have been the Employee’s Normal
Commencement Date; or
(3)if death occurs on or before the Employee’s 60th birthday, 75% of
the amount calculated under Section XVI(a).
Death benefits under this Section XX(b) shall take into account only
Benefit Service and Compensation as of death (or the Termination Date, if
earlier).  Such death benefits shall be paid in 10 equal annual installments
(the amount determined under paragraph (1), (2) or (3) as applicable,
divided by 10).  The first annual installment shall be paid as of the first day
of the month following three completed calendar months after death.  The
remaining nine annual installments shall be paid as of the anniversary of
the date in the preceding sentence.
(c)If a former eligible Employee who is not in Service with the Company dies
after satisfying all requirements hereunder to become entitled to receive
an Executive Retirement Installment Benefit, but before payment of such
benefit begins under Section XIX(b), a death benefit shall be paid to his
designated beneficiary at the same time, in the same form (10 annual
installments) and in the same amount as if the former Employee had
survived and his benefit had commenced as scheduled.
(d)The designated beneficiary is the beneficiary or beneficiaries designated
by the Employee on a beneficiary designation form properly filed by the
Employee in accordance with established administrative procedures, or if
there is no such designated beneficiary, the Employee’s estate. 
Employees may name and change beneficiaries without the consent of
any person.
40
Section XXI.Impact of Reemployment and Other Status Changes
(a)An Executive Retirement Installment Benefit that has commenced shall
not stop, and the form of payment shall not be altered, upon
reemployment.
(b)If an Employee is reemployed after becoming entitled to an Executive
Retirement Installment Benefit but before payment of such benefit has
begun, payment shall commence and be made as if the Employee had not
been reemployed.
(c)An Employee who is reemployed by the Company on or after January 1,
2021, after becoming entitled to or after commencing an Executive
Retirement Installment Benefit shall not be eligible for any benefits under
the Plan with respect to the Employee’s period of reemployment, and the
amount of the Executive Retirement Installment Benefit to which such
Employee was entitled prior to reemployment shall not change as a result
of the Employee’s reemployment.
(d)In the case of reemployment by the Company before January 1, 2021, any
post-reemployment benefit:
(1)shall be subject to the principles of this Part II as if it were a
separate benefit; but
(2)shall be calculated by subtracting (i) any benefit payable for the
period prior to such reemployment from (ii) any benefit determined
as of the subsequent Termination Date and payable as of the
subsequent Separation from Service, taking into account for
purposes of this clause (ii) all Benefit Service and Compensation
(including pre-reemployment Benefit Service and Compensation) as
of the subsequent Termination Date.
Consistent with the foregoing, if a post-reemployment benefit is payable
consistent with the principles of this Part II, such benefit shall be paid at
the time and in the form prescribed by Section XIX (Time and Form of
Payment), and the provisions of Section XX (Payments Upon Death) shall
apply separately to the post-reemployment benefit, in both cases
disregarding how any pre-reemployment benefit is being or has been paid.
(e)If an Employee was eligible for an Executive Retirement Installment
Benefit, leaves the Service of the Company and all Affiliates before
becoming entitled to such benefit, and is rehired by the Company on or
after January 1, 2021, such Employee shall not become entitled to the
Executive Retirement Installment Benefit for which the Employee was
previously eligible, and such Employee’s prior Benefit Service, Annual
Average Compensation, and Eligibility Service shall be forfeited.  Such
Employee also shall not be eligible for any post-reemployment benefit
under the Plan.
(f)If an Employee was eligible for an Executive Retirement Installment
Benefit, has a Termination Date before becoming entitled to such benefit,
41
and remains continuously in the Service of the Company or an Affiliate
following such Termination Date until the Employee is reemployed by the
Company (including reemployment following a transfer to the Company
from an Affiliate) on or after January 1, 2021:
(1)such Employee shall have the Eligibility Service, Benefit Service,
and Annual Average Compensation that were credited to the
Employee as of the Employee’s Termination Date reinstated as of
the Employee’s first day of reemployment with the Company;
(2)such Employee shall be credited with Eligibility Service for service
with an Affiliate to the extent such service is RSP Service as
defined in the GE Vernova Retirement Savings Plan, regardless of
whether the Employee is described in subsection (a) of the
definition of “Eligibility Service” in Section XXII; and
(3)the Executive Retirement Installment Benefit to which such
Employee may become entitled during a period of reemployment
with the Company shall be calculated taking into account only the
Employee’s Benefit Service and Compensation as of the
Employee’s most recent Termination Date preceding the
Employee’s first period of reemployment with the Company that
begins on or after January 1, 2021.
(g)Principles similar to those in subsections (a) through (f) shall apply if an
Employee is reemployed more than once.
(h)Prior to January 1, 2021, if an Employee ceased to be eligible to continue
accruing Benefit Service solely because he was no longer assigned to the
GE executive or higher career band, his Executive Retirement Installment
Benefit was calculated taking into account his Compensation as an
Employee attributable to periods after he was no longer so assigned, even
though he could earn Benefit Service only during periods while so
assigned.  Notwithstanding any provision in this Plan to the contrary, the
Executive Retirement Installment Benefit of such an Employee who was
not assigned to the GE executive or higher career band on December 31,
2020, shall be calculated taking into account only his Compensation as an
Employee earned through December 31, 2020, regardless of whether
such Employee is again assigned to the GE executive or higher career
band on or after January 1, 2021.  Further notwithstanding any provision in
this Plan to the contrary, the Executive Retirement Installment Benefit of
an Employee who ceases to be eligible to continue accruing Benefit
Service on or after January 1, 2021, solely because he is no longer
assigned to the Sponsor’s executive or higher career band shall be
calculated taking into account only his Compensation earned as an
Employee prior to such change in career band.  An Employee described in
this Section XXI(h) who is again assigned to the Sponsor’s executive or
higher career band during a period of time beginning on or after January 1,
2021, shall not accrue Benefit Service during such period.
Section XXII.Definitions
The following terms have the following meanings when used in Part II.
42
Benefit Service – means service as an Employee (including during a bona fide leave of
absence) while assigned to the Sponsor’s executive or higher career band and while
eligible to participate in either:
(a)the GE Energy Pension Plan; or
(b)the GE Vernova Retirement Savings Plan as either:
(1)a Retirement Contribution Participant; or
(2)otherwise, but only in the case of an Affiliate that has made an
applicable election described in Section XV(a)(3) and then only for
periods after such election is effective;
provided, however, that Benefit Service shall not include (A) service performed before
2011 or service during any period after an Employee terminates Service with the
Company; (B) service performed by an Employee during a period of reemployment with
the Company (including reemployment following a transfer to the Company from an
Affiliate) that begins on or after January 1, 2021; (C) service performed during a period
of time on or after January 1, 2021, by an Employee who ceased to be eligible to
continue accruing Benefit Service solely because he was no longer assigned to the
Sponsor’s executive or higher career band and who is again assigned to the Sponsor’s
executive or higher career band on or after January 1, 2021; or (D) service performed
while participating in Part I of the Plan before January 1, 2021.
In addition, Benefit Service for any period in which an Employee works on a part-time
schedule of less than 35 hours per week shall be reduced in accordance with
established administrative procedures based on the ratio of the Employee’s part-time
schedule to full-time schedule.
Notwithstanding the foregoing, Benefit Service shall also include any period of Service
with the Company or an Affiliate as the Benefits Administrative Committee may
otherwise provide by rules and regulations issued with respect to this Plan; and any
period of service with another employer as may be approved from time to time by the
Benefits Administrative Committee but only to the extent that any conditions specified in
such approval have been met.  Any grant of Benefit Service under the preceding
sentence may also specify which accrual rate (the rate prescribed in Section XVI(a)(1),
(a)(2) or (a)(3)) applies to such Benefit Service.
The Benefits Administrative Committee may also adopt such rules as it deems
necessary for determining an Employee’s Benefit Service, and for determining which
accrual rate (the rate prescribed in Section XVI(a)(1), (a)(2) or (a)(3)) applies to such
Benefit Service.
Cause – means, as determined in the sole discretion of the Benefits Administrative
Committee, an Employee’s:
43
(a)breach of the Employee Innovation and Proprietary Information Agreement
or any other confidentiality, non-solicitation, or non-competition agreement
with the Company or an Affiliate or breach of a material term of any other
agreement between the Employee and the Company or an Affiliate;
(b)engagement in conduct that results in, or has the potential to cause,
material harm financially, reputationally, or otherwise to the Company or
an Affiliate;
(c)commission of an act of dishonesty, fraud, embezzlement or theft;
(d)conviction of, or plea of guilty or no contest to, a felony or crime involving
moral turpitude; or
(e)failure to comply with the Company’s and all Affiliates’ policies and
procedures, including but not limited to The Spirit and Letter.
Company – means:
(a)Company as defined in the GE Energy Pension Plan; and
(b)any other Affiliate that adopts this Plan on or after January 1, 2011, as
approved by the Benefits Administrative Committee (including an Affiliate
that has made an applicable election described in Section XV(a)(3)).
Eligibility Service – means:
(a)RSP Service as defined in the GE Vernova Retirement Savings Plan
(RSP) for (1) an Employee who is a Retirement Contribution Participant
under the RSP, or (2) an Employee of an Affiliate that has made an
applicable election described in Section XV(a)(3); and
(b)Pension Qualification Service as defined in the GE Energy Pension Plan
for all other Employees.
For Employees described in subsection (a) of this definition, Eligibility Service also
includes periods of protected service credited under established Company procedures,
such as in connection with a layoff or permanent disability, that are not credited as RSP
Service.  An Employee who was previously eligible for but did not become entitled to an
Executive Retirement Installment Benefit as of the Employee’s Termination Date, who
leaves the Service of the Company and all Affiliates, and who is reemployed with the
Company or an Affiliate on or after January 1, 2021, shall not have any prior Eligibility
Service reinstated and shall not be credited with or accrue any Eligibility Service during
any such period of reemployment.
The Benefits Administrative Committee may adopt such rules as it deems necessary for
determining an Employee’s Eligibility Service.
Employee – means Employee as defined in the GE Energy Pension Plan, but
substituting the term “Company” as defined in this Section XXII for the term “Company”
as used in the definition of Employee in the GE Energy Pension Plan.
44
Normal Commencement Date – means the first day of the month following three
completed calendar months after an Employee’s 65th birthday, except that in the case of
a Specified Employee whose benefit has been delayed for six completed calendar
months pursuant to Section XIX(b)(1), it means the first day of the month following six
completed calendar months after his 65th birthday.
GE Energy Pension Plan – means the GE Energy Pension Plan, as defined in Section
II(g).
GE Vernova Retirement Savings Plan – means the GE Vernova Retirement Savings
Plan, as amended and renamed from time to time. Prior to April 2, 2024, the GE
Vernova Retirement Savings Plan was named the GE Retirement Savings Plan.
Termination Date – means the earlier of the date of an Employee’s Separation from
Service or termination of Service with the Company.
Section XXIII.Effect of Certain Plan Provisions
(a)The following provisions of Part I shall not apply to Part II:
Section I, except the penultimate paragraph thereof
Section II(a)
Section II(b)
Section II(c)
Section II(e)
Section II(h)
Section II(i)
Section II(j)
Section II(l)
Section II(m)
Section III(a)
Section III(c)
Section IV
Section V
Section VI
Section VII
Section VIII
Section IX
Section X
Section XIII
(b)The remaining provisions of Part I, or the underlying principles of such
provisions, shall apply to Part II.  Consistent with the foregoing and without
limiting the scope of this subsection (b):
45
(1)the Board of Directors may, in its sole discretion, terminate,
suspend or amend the Executive Retirement Installment Benefit set
forth in this Part II consistent with the principles of Section XII in the
same manner that the Supplementary Pension Annuity Benefit in
Part I may be so terminated, suspended or amended;
(2)the Benefits Administrative Committee shall have the same powers,
authority and absolute discretion with respect to the Executive
Retirement Installment Benefit in this Part II that it has with respect
to the Supplementary Pension Annuity Benefit in Part I consistent
with the principles of Section XI; and
(3)the definition of Non-Grandfathered Plan Benefit in Section ll(j) shall
include all benefits earned under Part II.
(c)No provisions of Part II shall apply to Part I, except that, as described in
the Introduction, the service disregard rule in Section XV(b) shall apply in
determining eligibility for Part I.
46
Appendix A
Transfer of GE Energy Benefits and Liabilities from GE Supplementary Pension Plan
Section I.  Allocation of Employees
Effective January 1, 2023 (the “Plan Spin-Off Date”), in anticipation of General Electric
Company’s split into three separate companies comprising General Electric Company’s
aviation, healthcare and energy businesses, respectively, the Energy Benefit Liabilities
(as defined below) were transferred to this Plan (the “Plan Spin-Off”). The Energy
Benefit Liabilities are the benefits and liabilities under the GE Supplementary Pension
Plan for (i) active employees of GE Vernova, and (ii) most former employees of General
Electric Company’s energy business, in each case as determined by General Electric
Company in its sole discretion and identified on a list maintained in the records of
General Electric Company. (For the avoidance of doubt, with respect to individuals who
have accrued GE Pension Plan benefits as of the Plan Spin-Off Date, the Energy
Benefit Liabilities are the benefits and liabilities under the GE Supplementary Pension
Plan for individuals whose benefits under the GE Pension Plan are transferred as of the
Plan Spin-Off Date to the GE Energy Pension Plan.) The participants transferred to this
Plan are the “GE Energy Transferees.” No GE Energy Transferee shall have any claims
against General Electric Company or any of its affiliates (other than the Sponsor while it
is an affiliate of General Electric Company) in respect of benefits under the GE
Supplementary Pension Plan or the Plan.
Benefits and liabilities for certain former employees of General Electric Company’s
energy business will remain in the GE Aerospace Supplementary Pension Plan, as
determined by General Electric Company in its sole discretion and identified on a list
maintained in the records of General Electric Company.
Effective immediately prior to the Plan Spin-Off Date, the GE Energy Transferees
(including, as applicable, their beneficiaries) shall cease to be participants in the GE
Aerospace Supplementary Pension Plan, shall no longer be entitled to any benefit
payments from the GE Aerospace Supplementary Pension Plan, and shall no longer
have any rights whatsoever under the GE Aerospace Supplementary Pension Plan
(even if the GE Energy Transferee is subsequently employed by, or has service with,
General Electric Company, operating as GE Aerospace effective April 2, 2024, or the
GE Aerospace Affiliates, unless the GE Energy Transferee’s benefit is transferred back
to the GE Aerospace Supplementary Pension Plan in accordance with this Appendix A).
Effective on the Plan Spin-Off Date, this Plan assumes the Energy Benefit Liabilities as
a continuation of the GE Aerospace Supplementary Pension Plan and each GE Energy
Transferee is a participant in this Plan. Each GE Energy Transferee’s status under this
Plan on the Plan Spin-Off Date shall be the same as the GE Energy Transferee’s status
under the GE Aerospace Supplementary Pension Plan immediately prior to the Plan
Spin-Off Date.  For the avoidance of doubt, (i) each GE Energy Transferee’s service
with General Electric Company and the GE Affiliates credited under the GE Aerospace
Supplementary Pension Plan immediately prior to the Plan Spin-Off Date shall be
47
credited under this Plan, and (ii) no GE Energy Transferee shall be treated as incurring
a termination of employment, separation from service, vesting, retirement or similar
event for purposes of determining the right to a distribution, benefits or any other
purpose under this Plan solely as a result of the Plan Spin-Off or the corporate spin-offs
of General Electric Company’s healthcare and energy businesses.
Section II.  Transfer of Benefits and Liabilities
The Plan Spin-Off shall be effected in accordance with the applicable requirements of
this instrument.  The accrued benefit of each GE Energy Transferee under the GE
Supplementary Pension Plan immediately before the Plan Spin-Off shall become his
accrued benefit under this Plan immediately after the Plan Spin-Off. 
Following the Plan Spin-Off, the Sponsor and its Affiliates shall have exclusive
responsibility for paying benefits under this Plan and for all payment obligations
hereunder.
Section III. Transfers to this Plan after the Plan Spin-Off Date
Following the Plan Spin-Off Date, if an individual with an accrued benefit under the GE
Aerospace Supplementary Pension Plan or the GE HealthCare Supplementary Pension
Plan (1) transfers employment directly to a GE Affiliate that is part of GE Vernova or (2)
is hired by a GE Affiliate that is part of GE Vernova, the benefits and liabilities for such
individual shall be transferred from the GE Supplementary Pension Plan or the GE
HealthCare Supplementary Pension Plan, as applicable, to this Plan (each such transfer
to this Plan, a “Subsequent Plan Spin-Off”).  Such Subsequent Plan Spin-Off shall be
effective: (i) if the individual does not have a benefit under the GE Aerospace Pension
Plan or the GE HealthCare Pension Plan, upon the date of such individual’s transfer of
employment or hire, as applicable, or (ii) if the individual has a benefit under the GE
Aerospace Pension Plan or the GE HealthCare Pension Plan, the date of the
corresponding transfer of such individual’s benefit under such pension plan to the GE
Energy Pension Plan (the “Subsequent Spin-Off Date”). (For the avoidance of doubt, no
Subsequent Plan Spin-Off shall occur in connection with a transfer of employment if
such individual’s former employer is not an Affiliate when the individual becomes
employed by his new employer.)
Each Subsequent Plan Spin-Off shall be completed in a manner consistent with
Sections I and II of this Appendix A and the individual subject to the Subsequent Plan
Spin-Off shall be treated as a “GE Energy Transferee;” provided, however, that the “Plan
Spin-Off Date” with respect to such GE Energy Transferee shall be the Subsequent
Spin-Off Date.
Immediately after the Subsequent Plan Spin-Off, each GE Energy Transferee included
in the Subsequent Plan Spin-Off shall cease to be a participant in the GE Aerospace
Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan, as
applicable, and shall become a participant in the Plan.  Regardless of whether the
48
Subsequent Spin-Off Date is the same as the date of the change in employment, the
GE Energy Transferee’s status under the Plan as of the Subsequent Spin-Off Date shall
be the same as if the Subsequent Plan Spin-Off had occurred at the time of the change
in employment (preserving the GE Energy Transferee’s status under the GE Aerospace
Supplementary Pension Plan or the GE HealthCare Supplementary Pension Plan (as
applicable) immediately prior to such change in employment, unless the GE HealthCare
Transferee’s new position involves a change in status under the Plan), with service
crediting and benefit accrual (as applicable) for periods after the change in employment
being determined in accordance with the Plan’s rules for the GE Energy Transferee’s
new position.
Section IV. Transfers from this Plan after the Plan Spin-Off Date
Following the Plan Spin-Off Date, if an individual with an accrued benefit under this Plan
(1) transfers employment directly to an Affiliate that is part of GE Aerospace or GE
HealthCare or (2) is hired by an Affiliate that is part of GE Aerospace or GE HealthCare,
the benefits and liabilities for such individual (each such individual, a “Transferred
Participant”) shall be transferred from this Plan to the GE Aerospace Supplementary
Pension Plan or the GE HealthCare Supplementary Pension Plan, as applicable (each
such transfer from the Plan, a  “Reverse Plan Spin-Off”). Such Reverse Plan Spin-Off
shall be effective: (i) if the Transferred Participant does not have a benefit under the GE
Energy Pension Plan, upon the date of the Transferred Participant’s transfer of
employment or hire, as applicable, or (ii) if the Transferred Participant has a benefit
under the GE Energy Pension Plan, the date of the corresponding transfer of such
Transferred Participant’s benefit under the GE Energy Pension Plan (the “Transfer
Date”). (For the avoidance of doubt, no Reverse Plan Spin-Off shall occur in connection
with a transfer of employment if such individual’s former employer is not an Affiliate
when the individual becomes employed by his new employer.)
If the Reverse Plan Spin-Off occurs after the Transferred Participant’s transfer of
employment or hire, such Transferred Participant shall continue to accrue service and
benefits (if applicable) for the period until the Reverse Plan Spin-Off (unless the
Transferred Participant’s new position involves a change in status under the terms of the
GE Aerospace Supplementary Pension Plan or GE HealthCare Supplementary Pension
Plan, as applicable), such that the Transferred Participant’s benefit under the GE
Aerospace Supplementary Pension Plan or GE HealthCare Supplementary Pension
Plan (as applicable) after the Reverse Plan Spin-Off shall be the same as if the Reverse
Plan Spin-Off had occurred at the time of the applicable transfer of employment or hire.
Each Reverse Plan Spin-Off shall be effected in accordance with the applicable
requirements of this instrument.  The accrued benefit of the Transferred Participant
under this Plan immediately before the Reverse Plan Spin-Off shall become his accrued
benefit under the GE Aerospace Supplementary Pension Plan or the GE HealthCare
Supplementary Pension Plan, as applicable, immediately after the Reverse Plan Spin-
Off. 
49
EX-31.1 3 gev1q202510qexhibit311.htm EX-31.1 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: April 23, 2025
/s/ Scott Strazik
Scott Strazik
Chief Executive Officer
(Principal Executive Officer)
EX-31.2 4 gev1q202510qexhibit312.htm EX-31.2 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: April 23, 2025
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer
(Principal Financial Officer)
EX-32.1 5 gev1q202510qexhibit321.htm EX-32.1 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”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “report”), each of the undersigned officers of the registrant certify, pursuant to 18 U.S.C. § 1350, that to such officer's knowledge:
(1)The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

April 23, 2025
 
/s/ Scott Strazik
Scott Strazik
Chief Executive Officer
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer