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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 September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 001-41966
GE_Vernova_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 271,320,459 shares of common stock with a par value of $0.01 per share outstanding at September 30, 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
Assets and Liabilities Held for Sale
Note
4
Current and Long-Term Receivables
Note
5
Inventories, Including Deferred Inventory Costs
Note
6
Property, Plant, and Equipment
Note
7
Leases
Note
8
Goodwill and Other Intangible Assets
Note
9
Contract and Other Deferred Assets & Contract Liabilities and Deferred Income
Note
10
Current and All Other Assets
Note
11
Equity Method Investments
Note
12
Accounts Payable and Equipment Project Payables
Note
13
Postretirement Benefit Plans
Note
14
Current and All Other Liabilities
Note
15
Income Taxes
Note
16
Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock
Note
17
Earnings Per Share Information
Note
18
Other Income (Expense) – Net
Note
19
Financial Instruments
Note
20
Variable Interest Entities (VIEs)
Note
21
Commitments, Guarantees, Product Warranties, and Other Loss Contingencies
Note
22
Restructuring Charges and Separation Costs
Note
23
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 3Q FORM 10-Q 3
FORWARD-LOOKING STATEMENTS. This quarterly report of GE Vernova Inc. (the Company, GE Vernova, our, we, or us) contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are
subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “guidance”, “anticipate”, “intend”,
“plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions. These forward-looking statements include,
among others, statements about the benefits GE Vernova expects from our lean operating model; our expectations regarding the energy
transition; the demand for our products and services; our expectations of future increased business, revenues, and operating results; our
ability to innovate and anticipate and address customer demands; our ability to increase production capacity, efficiencies, and quality; our
underwriting and risk management; the estimated impact of tariffs; the experiences we believe we are gaining across our Haliade-X
backlog related to installation timelines and related remediation plans; benefits we expect to receive from tax incentives; current and future
customer orders and projects; our actual and planned investments, including in research and development, capital expenditures, joint
ventures and other collaborations with third parties; our ability to meet our sustainability goals and targets; levels of global infrastructure
spending; government policies that further or limit the global energy transition; our expected cash generation and management; our capital
allocation framework, including share repurchases and dividends; our restructuring programs and strategies to reduce operational costs;
our ability to novate or assign credit support provided by General Electric Company; disputes, litigation, arbitration, and governmental
proceedings involving us; the sufficiency and expected uses of our cash, liquidity, and financing arrangements; and our credit ratings.
Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain, and are
subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or achievements to differ materially
from current expectations. Some of the risks, uncertainties, and other factors that may cause actual results to differ materially from those
expressed or implied by forward-looking statements include the following:
•Our ability to successfully execute our lean operating model; 
•Our ability to innovate and successfully identify and meet customer demands and needs; 
•Our ability to successfully compete; 
•Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products
essential to our business; 
•Significant disruptions to our manufacturing and production facilities and distribution networks; 
•Changes in government policies and priorities that reduce funding and demand for energy equipment and services;
•Shifts in demand, market expectations, and other dynamics related to energy, electrification, decarbonization, and sustainability; 
•Global economic trends, competition, and geopolitical risks, including conflicts, trade policies, and other constraints on economic
activity; 
•Product quality issues or product or safety failures related to our complex and specialized products, solutions, and services; 
•Our ability to obtain required permits, licenses, and registrations;
•Our ability to attract and retain highly qualified personnel; 
•Our ability to develop, deploy, and protect our intellectual property rights; 
•Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic
investments, and other priorities; 
•Our ability to successfully identify, complete, integrate, and obtain benefits from any acquisitions, joint ventures, and other
investments; 
•The price, availability, and trading volumes of our common stock;
•Downgrades of our credit ratings or ratings outlooks; 
•The amount and timing of our cash flows and earnings;
•Our ability to meet our sustainability goals; 
•The impact from cybersecurity or data security incidents; 
•Changes in law, regulation, or policy that may affect our businesses and projects, or impose additional costs; 
•Natural disasters, weather conditions and events, public health events, or other emergencies; 
•Tax law and policy changes; 
•Adverse outcomes in legal, regulatory, and administrative proceedings, actions, and disputes; and 
•Other changes in macroeconomic and market conditions and volatility.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking
statements, and these and other factors are more fully discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, including in Item 1A. "Risk Factors" and Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations" therein as may be updated from time to time in our Securities
and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls. We do not undertake any
obligation to update or revise our forward-looking statements except as may be required by law or regulation.
2025 3Q 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 3Q FORM 10-Q 5
PART I
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED)
Three months ended September 30
Nine months ended September 30
(In millions, except per share amounts)
2025
2024
2025
2024
Sales of equipment
$5,880
$5,290
$14,971
$13,101
Sales of services
4,089
3,623
12,141
11,276
Total revenues
9,969
8,913
27,112
24,376
Cost of equipment
5,165
5,076
13,346
12,621
Cost of services
2,906
2,728
8,553
7,794
Gross profit
1,897
1,109
5,213
3,962
Selling, general, and administrative expenses
1,221
1,226
3,594
3,366
Research and development expenses
310
243
832
717
Operating income (loss)
366
(359)
787
(122)
Interest and other financial income (charges) – net
44
36
141
82
Non-operating benefit income
115
130
340
399
Other income (expense) – net (Note 18)
221
71
455
1,025
Income (loss) before income taxes
746
(122)
1,723
1,385
Provision (benefit) for income taxes (Note 15)
293
(23)
514
310
Net income (loss)
453
(99)
1,209
1,075
Net loss (income) attributable to noncontrolling interests
(1)
3
11
(7)
Net income (loss) attributable to GE Vernova
$452
$(96)
$1,220
$1,068
Earnings (loss) per share attributable to GE Vernova (Note 17):
Basic
$1.66
$(0.35)
$4.47
$3.90
Diluted
$1.64
$(0.35)
$4.41
$3.85
Weighted-average number of common shares outstanding:
Basic
272
275
273
274
Diluted
275
275
277
277
2025 3Q FORM 10-Q 6
CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(In millions, except share and per share amounts)
September 30, 2025
December 31, 2024
Cash, cash equivalents, and restricted cash
$7,945
$8,205
Current receivables – net (Note 4)
7,374
8,177
Inventories, including deferred inventory costs (Note 5)
10,032
8,587
Current contract assets (Note 9)
9,485
8,621
All other current assets (Note 10)
934
564
Assets held for sale (Note 3)
508
—
  Current assets
36,278
34,153
Property, plant, and equipment – net (Note 6)
5,555
5,150
Goodwill (Note 8)
4,327
4,263
Intangible assets – net (Note 8)
747
813
Contract and other deferred assets (Note 9)
486
555
Equity method investments (Note 11)
1,916
2,149
Deferred income taxes (Note 15)
1,684
1,639
All other assets (Note 10)
3,406
2,763
Total assets
$54,398
$51,485
Accounts payable and equipment project payables (Note 12)
$9,541
$8,602
Contract liabilities and deferred income (Note 9)
20,151
17,587
All other current liabilities (Note 14)
5,499
5,496
Liabilities held for sale (Note 3)
80
—
  Current liabilities
35,272
31,685
Deferred income taxes (Note 15)
820
827
Non-current compensation and benefits
3,195
3,264
All other liabilities (Note 14)
5,382
5,116
Total liabilities
44,669
40,892
Commitments and contingencies (Note 21)
Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 271,320,459 and
275,880,314 shares outstanding as of September 30, 2025 and December 31, 2024, respectively
3
3
Additional paid-in capital
9,755
9,733
Retained earnings
2,626
1,611
Treasury common stock, 6,497,383 and 226,290 shares at cost as of September 30, 2025 and
December 31, 2024, respectively
(2,300)
(43)
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 16)
(1,438)
(1,759)
Total equity attributable to GE Vernova
8,646
9,546
Noncontrolling interests
1,083
1,047
Total equity
9,729
10,593
Total liabilities and equity
$54,398
$51,485
2025 3Q FORM 10-Q 7
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine months ended September 30
(In millions)
2025
2024
Net income (loss)
$1,209
$1,075
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note 6)
446
715
Amortization of intangible assets (Note 8)
177
188
(Gains) losses on purchases and sales of business interests
(66)
(859)
Principal pension plans – net (Note 13)
(268)
(280)
Other postretirement benefit plans – net (Note 13)
(167)
(189)
Provision (benefit) for income taxes (Note 15)
514
310
Cash recovered (paid) during the year for income taxes
(489)
(299)
Changes in operating working capital:
Decrease (increase) in current receivables
563
24
Decrease (increase) in inventories, including deferred inventory costs
(1,047)
(1,151)
Decrease (increase) in current contract assets
(656)
(234)
Increase (decrease) in accounts payable and equipment project payables
566
604
Increase (decrease) in contract liabilities and current deferred income
2,419
1,660
All other operating activities
(693)
98
Cash from (used for) operating activities
2,508
1,662
Additions to property, plant, and equipment and internal-use software
(606)
(533)
Dispositions of property, plant, and equipment
33
16
Purchases of and contributions to equity method investments
(57)
(110)
Sales of and distributions from equity method investments
248
32
Proceeds from principal business dispositions
60
639
All other investing activities
(58)
94
Cash from (used for) investing activities
(381)
138
Net increase (decrease) in borrowings of maturities of 90 days or less
—
(23)
Transfers from (to) Parent
—
2,933
Dividends paid to stockholders
(207)
—
Purchases of common stock for treasury
(2,241)
(40)
All other financing activities
(187)
620
Cash from (used for) financing activities
(2,635)
3,489
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
250
(48)
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified
within assets held for sale
(258)
5,241
Less: Net increase (decrease) in cash classified within assets held for sale
2
(603)
Increase (decrease) in cash, cash equivalents, and restricted cash
(259)
5,844
Cash, cash equivalents, and restricted cash at beginning of year
8,205
1,551
Cash, cash equivalents, and restricted cash as of September 30
$7,945
$7,395
2025 3Q FORM 10-Q 8
CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Three months ended September 30
Nine months ended September 30
(In millions)
2025
2024
2025
2024
Net income (loss) attributable to GE Vernova
$452
$(96)
$1,220
$1,068
Net loss (income) attributable to noncontrolling interests
(1)
3
11
(7)
Net income (loss)
$453
$(99)
$1,209
$1,075
Other comprehensive income (loss):
Currency translation adjustments – net of taxes
31
99
471
(7)
Benefit plans – net of taxes
(50)
(79)
(209)
(418)
Cash flow hedges – net of taxes
27
(20)
62
30
Other comprehensive income (loss)
$7
$—
$324
$(395)
Comprehensive income (loss)
$460
$(98)
$1,534
$680
Comprehensive loss (income) attributable to
noncontrolling interests
(1)
3
7
(9)
Comprehensive income (loss) attributable to GE
Vernova
$459
$(96)
$1,540
$672
2025 3Q 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
Accumulated
other
comprehensive
income (loss) –
net
Equity
attributable to
noncontrolling
interests
Total
equity
Balances as of July 1, 2025
272
$3
$9,714
$2,241
$(1,636)
$(1,445)
$1,070
$9,947
Issuance of shares in connection with equity
awards
—
—
(13)
—
—
—
—
(13)
Share-based compensation expense
—
—
54
—
—
—
—
54
Dividends declared ($0.25 per common share)
—
—
—
(68)
—
—
—
(68)
Repurchase of common stock
(1)
—
—
(663)
—
—
(663)
Net income (loss)
—
—
—
452
—
—
1
453
Currency translation adjustments – net of taxes
—
—
—
—
—
30
—
31
Benefit plans – net of taxes
—
—
—
—
—
(50)
—
(50)
Cash flow hedges – net of taxes
—
—
—
—
—
27
—
27
Changes in equity attributable to noncontrolling
interests
—
—
—
—
—
—
12
12
Balances as of September 30, 2025
271
$3
$9,755
$2,626
$(2,300)
$(1,438)
$1,083
$9,729
Balances as of July 1, 2024
275
$3
$8,801
$1,294
$—
$(1,031)
$982
$10,049
Issuance of shares in connection with equity
awards(a)
1
—
9
—
(40)
—
—
(31)
Share-based compensation expense
—
—
50
—
—
—
—
50
Net income (loss)
—
—
—
(96)
—
—
(3)
(99)
Currency translation adjustments – net of taxes
—
—
—
—
—
99
—
99
Benefit plans – net of taxes
—
—
—
—
—
(79)
—
(79)
Cash flow hedges – net of taxes
—
—
—
—
—
(20)
—
(20)
Changes in equity attributable to noncontrolling
interests(b)
—
—
514
—
—
—
34
548
Balances as of September 30, 2024
276
$3
$9,374
$1,198
$(40)
$(1,031)
$1,014
$10,517
(a) During the third quarter of 2024, restrictions lapsed on 435,719 shares of GE Vernova common stock in connection with the vesting of
performance shares originally awarded by General Electric Company, now operating as GE Aerospace. We withheld 218,290 shares of
GE Vernova common stock to satisfy tax withholding obligations, resulting in $40 million of Treasury common stock.
(b) Primarily relates to proceeds from the sale of an approximately 16% equity interest in GE Vernova T&D India Ltd, a power transmission
and distribution solution provider, in the third quarter of 2024, net of directly attributable taxes.
2025 3Q FORM 10-Q 10
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
2
—
(159)
—
—
—
—
—
(159)
Share-based compensation expense
—
—
180
—
—
—
—
—
180
Dividends declared ($0.75 per
common share)
—
—
—
(205)
—
—
—
—
(205)
Repurchase of common stock
(6)
—
—
(2,257)
—
—
—
(2,257)
Net income (loss)
—
—
—
1,220
—
—
—
(11)
1,209
Currency translation adjustments –
net of taxes
—
—
—
—
—
—
468
3
471
Benefit plans – net of taxes
—
—
—
—
—
—
(210)
1
(209)
Cash flow hedges – net of taxes
—
—
—
—
—
—
62
—
62
Changes in equity attributable to
noncontrolling interests
—
—
—
—
—
—
—
42
42
Balances as of September 30, 2025
271
$3
$9,755
$2,626
$(2,300)
$—
$(1,438)
$1,083
$9,729
Balances as of January 1, 2024
—
$—
$—
$—
$—
$8,051
$(635)
$964
$8,380
Transfers from (to) Parent, including
Spin-Off related adjustments
—
—
—
—
—
794
—
—
794
Issuance of common stock in
connection with the Spin-Off and
reclassification of net parent
investment
274
3
8,712
—
—
(8,715)
—
—
—
Issuance of shares in connection with
equity awards(a)
2
—
45
—
(40)
—
—
—
4
Share-based compensation expense
—
—
104
—
—
—
—
—
104
Net income (loss)
—
—
—
1,198
(130)
—
7
1,075
Currency translation adjustments –
net of taxes
—
—
—
—
—
—
(7)
—
(7)
Benefit plans – net of taxes
—
—
—
—
—
—
(420)
1
(418)
Cash flow hedges – net of taxes
—
—
—
—
—
—
30
—
30
Changes in equity attributable to
noncontrolling interests(b)
—
—
514
—
—
—
—
41
555
Balances as of September 30, 2024
276
$3
$9,374
$1,198
$(40)
$—
$(1,031)
$1,014
$10,517
(a) During the third quarter of 2024, restrictions lapsed on 435,719 shares of GE Vernova common stock in connection with the vesting of
performance shares originally awarded by General Electric Company, now operating as GE Aerospace. We withheld 218,290 shares of
GE Vernova common stock to satisfy tax withholding obligations, resulting in $40 million of Treasury common stock.
(b) Primarily relates to proceeds from the sale of an approximately 16% equity interest in GE Vernova T&D India Ltd, a power transmission
and distribution solution provider, in the third quarter of 2024, net of directly attributable taxes.
2025 3Q FORM 10-Q 11
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 the 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 nine months ended September 30, 2024, was $(366) 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.
Revenues from the Sale of Equipment. Sales of equipment includes the sales of gas turbines, wind turbines and repower units, and other
power generation equipment related to energy production.
2025 3Q FORM 10-Q 12
Performance Obligations Satisfied Over Time. We recognize revenue on agreements for the sale of customized goods including power
generation equipment and long-term construction contracts on an over-time basis as we customize the customer’s equipment during the
manufacturing or integration process and obtain right to payment for work performed.
We recognize revenue as we perform under the arrangements using the percentage of completion method, which is based on our costs
incurred to date relative to our estimate of total expected costs and the transaction price to which we expect to be entitled. Variable
consideration is included in the transaction price if, in our judgment, it is expected that a significant future reversal of cumulative revenue
under the contract will not occur. Some of our contracts with customers for the sale of equipment contain clauses for the payment of
liquidated damages related to milestones established for on-time delivery or meeting certain performance specifications. On an ongoing
basis, we evaluate the probability and magnitude of liquidated damages. This is factored into our estimate of variable consideration using
the expected value method taking into consideration progress towards meeting contractual milestones, specified liquidated damages rates,
if applicable, and history of paying liquidated damages to the customer or similar customers. Our estimate of costs to be incurred to fulfill
our promise to a customer is based on our history of manufacturing or constructing similar assets for customers and is updated routinely to
reflect changes in quantity or cost of the inputs. In certain projects, such as new product introductions, the underlying technology or
promise to the customer is unique to what we have historically promised and reliably estimating the total cost to fulfill the promise to the
customer requires a significant level of judgment. Where the profit from a contract cannot be estimated reliably, revenue is only recognized
equaling the cost incurred to the extent that it is probable that the costs will be recovered. We provide for a potential loss on these
agreements when it is expected that we will incur such loss.
Primarily as a result of changes in product and project cost estimates, we recorded incremental contract losses for certain Offshore Wind
contracts of $171 million and $676 million for the three months ended and $296 million and $779 million for the nine months ended
September 30, 2025 and 2024, respectively. Further changes in our execution timelines or other adverse developments could result in
further losses beyond the amounts that we currently estimate.
Our billing terms for these over-time contracts are generally based on achieving specified milestones. The differences between the timing of
our revenue recognized (based on costs incurred) and customer billings (based on contractual terms) results in changes to our contract
asset or contract liability positions. See Note 9 for further information.
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.
NOTE 3. ASSETS AND LIABILITIES HELD FOR SALE. During the third quarter of 2025, we signed a binding agreement to sell the
Proficy manufacturing software business (Proficy) within our Electrification Software business. The transaction is subject to information and
consultation with employee representatives and other customary closing conditions, including certain regulatory approvals. We expect the
transaction to close in the first half of 2026.
Additionally, during the third quarter of 2025, we signed a binding agreement to sell the issued and outstanding membership interests of
Linden VFT LLC, a merchant transmission facility owned by our Gas Power business. The transaction is subject to regulatory approvals
and customary closing conditions, and we expect to complete the sale in the near term.
The major components of assets and liabilities held for sale in the Company’s Consolidated and Combined Statement of Financial Position
are summarized as follows:
ASSETS AND LIABILITIES HELD FOR SALE
September 30, 2025
Property, plant, and equipment - net
$137
Goodwill
299
Other assets
72
Assets held for sale
$508
Other liabilities
$80
Liabilities held for sale
$80
NOTE 4. CURRENT AND LONG-TERM RECEIVABLES
CURRENT RECEIVABLES – NET
September 30, 2025
December 31, 2024
Customer receivables
$5,661
$6,312
Non-income based tax receivables
690
814
Supplier advances and other receivables
1,466
1,514
Other receivables
$2,156
$2,328
Allowance for credit losses
(443)
(464)
Total current receivables – net
$7,374
$8,177
2025 3Q FORM 10-Q 13
Activity in the allowance for credit losses related to current receivables for the nine months ended September 30, 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
(1)
34
Write-offs, net
(27)
(15)
Foreign exchange and other
6
(33)
Balance as of September 30
$443
$501
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 $971 million and $1,073 million in the nine months ended September 30, 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
September 30, 2025
December 31, 2024
Long-term customer receivables
$307
$282
Supplier advances
335
285
Non-income based tax receivables
84
74
Other receivables
523
247
Allowance for credit losses
(120)
(142)
Total long-term receivables – net
$1,129
$745
NOTE 5. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS
September 30, 2025
December 31, 2024
Raw materials and work in process
$6,157
$5,328
Finished goods
3,064
2,490
Deferred inventory costs(a)
812
769
Inventories, including deferred inventory costs
$10,032
$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 6. PROPERTY, PLANT, AND EQUIPMENT
September 30, 2025
December 31, 2024
Original cost
$12,938
$12,207
Less: Accumulated depreciation and amortization
(8,142)
(7,729)
Right-of-use operating lease assets
758
671
Property, plant, and equipment – net
$5,555
$5,150
Depreciation and amortization related to property, plant, and equipment was $152 million and $336 million in the three months ended and
$446 million and $715 million in the nine months ended September 30, 2025 and 2024, respectively.
In the third quarter of 2024, we recognized a non-cash pre-tax impairment charge of $108 million related to property, plant, and equipment
due to restructuring at our Hydro Power business, which is included in depreciation and amortization. This charge was recorded in Cost of
sales in our Consolidated and Combined Statement of Income (Loss). See Note 22 for further information.
NOTE 7. LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Consolidated and
Combined Statement of Financial Position, were $801 million and $725 million as of September 30, 2025 and December 31, 2024,
respectively. Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was $59 million and $58 million for
three months ended and $175 million and $193 million for the nine months ended September 30, 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 $279 million and $266 million as of September 30, 2025 and December 31, 2024, respectively.
2025 3Q FORM 10-Q 14
NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL
Power
Wind
Electrification
Total
Balance as of January 1, 2025
$310
$3,035
$918
$4,263
Acquisitions
15
—
71
86
Currency exchange and other(a)
3
271
(296)
(22)
Balance as of September 30, 2025
$328
$3,306
$693
$4,327
(a) During the third quarter of 2025, we signed a binding agreement to sell the Proficy business, which resulted in $299 million of goodwill
being reclassified to Assets held for sale on the Consolidated and Combined Statement of Financial Position. See Note 3 for further
information.
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 third 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 $66 million during the nine months ended
September 30, 2025, primarily as a result of amortization, partially offset by acquisitions. Amortization expense was $61 million and $63
million for the three months ended and $177 million and $188 million for the nine months ended September 30, 2025 and 2024,
respectively.
NOTE 9. CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME
Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily
represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing
of customers’ installed base.
Contract and other deferred assets increased $795 million in the nine months ended September 30, 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 $2,560 million in the nine months ended September 30, 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 $3,824 million, partially offset by billings of $3,781 million and net
unfavorable changes in estimated profitability of $36 million.
Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $9,754 million and $7,761
million for the nine months ended September 30, 2025 and 2024, respectively.
CONTRACT AND OTHER DEFERRED ASSETS
September 30, 2025
Power
Wind
Electrification
Total
Contractual service agreement assets
$5,535
$—
$—
$5,535
Equipment and other service agreement assets
1,712
842
1,396
3,950
Current contract assets
$7,247
$842
$1,396
$9,485
Non-current contract and other deferred assets(a)
474
2
11
486
Total contract and other deferred assets
$7,720
$844
$1,406
$9,971
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
September 30, 2025
Power
Wind
Electrification
Total
Contractual service agreement liabilities
$1,989
$—
$—
$1,989
Equipment and other service agreement liabilities
10,617
2,042
5,204
17,865
Current deferred income
21
227
49
298
Contract liabilities and current deferred income
$12,627
$2,269
$5,254
$20,151
Non-current deferred income
18
121
14
153
Total contract liabilities and deferred income
$12,645
$2,390
$5,268
$20,304
2025 3Q FORM 10-Q 15
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
Remaining Performance Obligation (RPO). As of September 30, 2025, the aggregate amount of the contracted revenues allocated to our
unsatisfied (or partially unsatisfied) performance obligations were $135,269 million. We expect to recognize revenue as we satisfy our
remaining performance obligations as follows:
(1)Equipment-related RPO of $54,092 million of which 41%, 71%, and 97% is expected to be recognized within 1, 2, and 5 years,
respectively, and the remaining thereafter.
(2)Services-related RPO of $81,177 million of which 17%, 53%, 78%, and 91% is expected to be recognized within 1, 5, 10, and 15
years, respectively, and the remaining thereafter. 
Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related RPO.
NOTE 10. CURRENT AND ALL OTHER ASSETS. All other current assets primarily include investment securities, prepaid taxes and
deferred charges and derivative instruments (see Note 19). All other current assets increased $370 million for the nine months ended
September 30, 2025 primarily due to an increase in investment securities as a result of the reclassification of China XD Electric Co., Ltd
from equity method investments (see Note 11). The fair value of our investment in China XD Electric Co., Ltd was $340 million as of
September 30, 2025, which is considered to be Level 1. All other assets primarily include pension surplus, long-term receivables (see Note
4), taxes receivable, and prepaid taxes and deferred charges. All other assets increased $643 million in the nine months ended September
30, 2025 primarily due to increases in long-term receivables and pension surplus.
NOTE 11. EQUITY METHOD INVESTMENTS
Equity method
investment balance
Equity method income (loss)
Three months ended September 30
Nine months ended September 30
September 30, 2025
December 31, 2024
2025
2024
2025
2024
Power(a)
$925
$919
$19
$(11)
$25
$29
Wind
32
49
—
—
—
1
Electrification(b)
463
743
57
36
161
78
Corporate(c)
495
438
2
(26)
19
(64)
Total
$1,916
$2,149
$78
$(1)
$205
$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
$206 million and $131 million in the three months ended and $498 million and $494 million in the nine months ended September 30,
2025 and 2024, respectively. The Company owed Aero Alliance $91 million and $24 million as of September 30, 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) In the first quarter of 2025, we sold a portion of our shares in China XD Electric Co., Ltd., which is publicly traded on the Shanghai Stock
Exchange, decreasing our ownership percentage in the investee by approximately 2%. In the third quarter of 2025, we sold a further
portion of our shares, decreasing our ownership percentage by approximately 3%. As a result, the investment was reclassified to All
other current assets on the Consolidated and Combined Statement of Financial Position. See Notes 10 and 18 for further information.
(c) In connection with GE retaining certain renewable energy U.S. tax equity investments as part of the Spin-Off, the Company recognized
a $136 million benefit related to deferred intercompany profit from historical equipment sales to the related investees, recorded in Cost
of equipment in the second quarter of 2024.
NOTE 12. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES
September 30, 2025
December 31, 2024
Trade payables
$5,887
$4,966
Supply chain finance programs
2,172
2,051
Equipment project payables
1,210
1,211
Non-income based tax payables
272
375
Accounts payable and equipment project payables
$9,541
$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 $3,166 million and $2,642 million for the nine months ended September 30, 2025 and 2024, respectively.
NOTE 13. POSTRETIREMENT BENEFIT PLANS. GE Vernova sponsored plans, including those allocated to GE Vernova in
connection with the Spin-Off, are presented in three categories: principal pension plans, other pension plans, and principal retiree benefit
plans. 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.
2025 3Q FORM 10-Q 16
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
2024
Three months ended September 30
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
58
10
137
57
9
Expected return on plan assets
(178)
(82)
—
(186)
(84)
—
Amortization of net loss (gain)
(50)
10
(10)
(46)
8
(11)
Amortization of prior service cost (credit)
—
(2)
(14)
2
(2)
(15)
Curtailment/settlement loss (gain)
—
—
(1)
—
—
—
Non-operating benefit costs (income)
$(88)
$(16)
$(14)
$(93)
$(21)
$(16)
Net periodic expense (income)
$(82)
$(8)
$(13)
$(87)
$(13)
$(15)
2025
2024
Nine months ended September 30
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Service cost – operating
$17
$21
$4
$20
$24
$4
Interest cost
420
169
29
411
170
28
Expected return on plan assets
(535)
(237)
—
(557)
(250)
—
Amortization of net loss (gain)
(149)
30
(29)
(138)
24
(32)
Amortization of prior service cost (credit)
—
(6)
(41)
5
(5)
(45)
Curtailment/settlement loss (gain)
—
1
(1)
—
(11)
—
Non-operating benefit costs (income)
$(263)
$(44)
$(41)
$(279)
$(71)
$(49)
Net periodic expense (income)
$(246)
$(22)
$(37)
$(260)
$(47)
$(44)
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 $33 million and $29 million for the three months ended and $119 million and $110 million for the nine months
ended September 30, 2025 and 2024, respectively.
NOTE 14. CURRENT AND ALL OTHER LIABILITIES. All other current liabilities primarily include liabilities related to employee
compensation and benefits, equipment projects and other commercial liabilities, product warranties (see Note 21), liabilities related to
business disposition activities, and restructuring liabilities (see Note 22). All other current liabilities increased $3 million in the nine months
ended September 30, 2025. All other liabilities primarily include liabilities related to uncertain and other income taxes, product warranties
(see Note 21), legal liabilities (see Note 21), asset retirement obligations (see Note 21), operating lease liabilities (see Note 7), equipment
projects and other commercial liabilities, and indemnifications in connection with the Spin-Off (see Note 21). All other liabilities increased
$266 million in the nine months ended September 30, 2025 primarily due to an increase in product warranties and operating lease
liabilities.
NOTE 15. INCOME TAXES. The Company’s income tax provision through March 31, 2024 was prepared based on a separate return
basis. Following the Spin-off, the Company's income tax provision is prepared on a stand-alone basis.
Our effective tax rate was 39.2% and 29.8% for the three and nine months ended September 30, 2025, respectively. The effective tax rate
was higher than the U.S. statutory rate of 21% in both periods primarily due to losses providing no tax benefit in certain jurisdictions and the
finalization of the Company's pre-Spin-Off tax attributes that increased the Company's current provision for income taxes, partially offset by
an income tax benefit from stock-based compensation.
We recorded an income tax benefit on a pre-tax loss with an effective tax rate of 18.9% for the three months ended September 30, 2024.
The effective tax rate was lower than the U.S. statutory rate of 21% primarily due to a portion of the pre-tax loss providing no tax benefit in
certain jurisdictions.
We recorded an income tax expense on pre-tax income with an effective tax rate of 22.4% for the nine months ended September 30, 2024.
The effective tax rate was higher than the U.S. statutory rate of 21% primarily due to losses providing no tax benefit in certain jurisdictions,
partially offset by a lower effective tax rate on a foreign pre-tax gain from 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.
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 nine months ended September 30, 2025.
2025 3Q FORM 10-Q 17
Based on our assessment of the realizability of our deferred tax assets as of September 30, 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 in the fourth quarter 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.
On July 4, 2025, the United States enacted House Resolution 1 of the 119th Congress (the Act). The Act did not have a significant impact
on our provision for income taxes for the three months ended September 30, 2025, and we do not anticipate a significant impact on our
effective tax rate for the full year 2025.
NOTE 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) AND COMMON STOCK
Currency
translation
adjustment
Benefit plans
Cash flow
hedges
Total AOCI
Balance as of July 1, 2025
$(1,296)
$(217)
$68
$(1,445)
AOCI before reclasses – net of taxes of $5, $(3), and $—
31
21
23
75
Reclasses from AOCI – net of taxes of $—, $(1), and $—
—
(72)
4
(68)
Less: AOCI attributable to noncontrolling interests
—
—
—
—
Balance as of September 30, 2025
$(1,266)
$(268)
$95
$(1,438)
Balance as of July 1, 2024
$(1,441)
$333
$77
$(1,031)
Transfer or allocation of benefit plans – net of taxes of $—, $—, and $—
—
—
—
—
AOCI before reclasses – net of taxes of $—, $4, and $—
99
(12)
(18)
69
Reclasses from AOCI – net of taxes of $—, $—, and $—
—
(66)
(2)
(68)
Less: AOCI attributable to noncontrolling interests
—
—
—
—
Balance as of September 30, 2024
$(1,342)
$254
$57
$(1,031)
Balance as of January 1, 2025
$(1,734)
$(58)
$33
$(1,759)
AOCI before reclasses – net of taxes of $3, $9, and $—
471
6
39
516
Reclasses from AOCI – net of taxes of $—, $(3), and $—
—
(214)
22
(192)
Less: AOCI attributable to noncontrolling interests
3
1
—
4
Balance as of September 30, 2025
$(1,266)
$(268)
$95
$(1,438)
Balance as of January 1, 2024
$(1,335)
$674
$26
$(635)
Transfer or allocation of benefit plans – net of taxes of $—, $(207), and $—
—
(207)
—
(207)
AOCI before reclasses – net of taxes of $33, $14, and $— (a)
105
(4)
10
111
Reclasses from AOCI – net of taxes of $—, $(2), and $— (b)
(111)
(207)
20
(298)
Less: AOCI attributable to noncontrolling interests
—
1
—
2
Balance as of September 30, 2024
$(1,342)
$254
$57
$(1,031)
(a) Currency translation adjustment includes $39 million of AOCI allocated to GE Vernova in connection with the Spin-Off.
(b) The total reclassification of AOCI included $111 million of currency translation adjustment related to the sale of a portion of Steam Power
nuclear activities to EDF. See Notes 15 and 18 for further information.
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
September 30, 2025, there were 271,320,459 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 1.1 million and 6.3 million shares for $658 million and $2,241 million during the three and nine months ended September 30,
2025, respectively, excluding commission fees and excise taxes.
NOTE 17. 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
earnings per share using the treasury stock method.
2025 3Q FORM 10-Q 18
Three months ended September 30
Nine months ended September 30
(In millions, except per share amounts)
2025
2024
2025
2024
Numerator:
Net income (loss)
$453
$(99)
$1,209
$1,075
Net loss (income) attributable to noncontrolling interests
(1)
3
11
(7)
Net income (loss) attributable to GE Vernova
$452
$(96)
$1,220
$1,068
Denominator:
Basic weighted-average shares outstanding
272
275
273
274
Dilutive effect of common stock equivalents
3
—
4
3
Diluted weighted-average shares outstanding
275
275
277
277
Basic earnings (loss) per share
$1.66
$(0.35)
$4.47
$3.90
Diluted earnings (loss) per share
$1.64
$(0.35)
$4.41
$3.85
Antidilutive securities(a)
1
6
1
1
(a) Diluted earnings (loss) per share excludes certain shares issuable under share-based compensation plans because the effect would
have been antidilutive. 
NOTE 18. OTHER INCOME (EXPENSE) – NET
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Equity method investment income (loss) (Note 11)
$78
$(1)
$205
$44
Net interest and investment income (loss)(a)
91
21
125
48
Gains (losses) on purchases and sales of business interests(b)
44
7
66
859
Derivative instruments (Note 19)
(17)
7
(8)
(6)
Licensing income
11
20
18
34
Other – net
14
17
50
48
Total other income (expense) – net
$221
$71
$455
$1,025
(a)Includes financial interest related to our normal business operations primarily with customers. Includes a pre-tax unrealized gain of $73
million related to our interest in China XD Electric Co., Ltd in the three and nine months ended September 30, 2025. See Notes 10 and
11 for further information.
(b)Included a pre-tax gain of $853 million related to the sale of a portion of Steam Power nuclear activities to EDF in the nine months
ended September 30, 2024. See Notes 15 and 16 for further information.
NOTE 19. 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 $327 million and $318 million as of September 30, 2025 and
December 31, 2024, respectively. The estimated fair value was $319 million and $315 million as of September 30, 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 11 months in duration but with maximum remaining maturities of up to 14 years as of September 30,
2025.
Cash Flow Hedges. The total amount in AOCI related to cash flow hedges was a net $95 million gain and a net $33 million gain as of
September 30, 2025 and December 31, 2024, respectively, of which a net $46 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 $8 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 $(4) million and $2 million for the three months ended
and $(22) million and $(20) million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the
maximum length of time over which we are hedging forecasted transactions was approximately 10 years.
Net Investment Hedges. We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging
relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non
USD-functional subsidiaries and 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 September 30, 2025 and December 31, 2024, respectively.
2025 3Q FORM 10-Q 19
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
September 30, 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
$6,718
$89
$122
$35
$56
Foreign currency exchange contracts
33,745
400
174
351
170
Commodity and other contracts
395
30
21
5
5
Derivatives not accounted for as hedges
$34,140
$429
$195
$356
$175
Total gross derivatives
$40,858
$518
$317
$391
$230
Netting adjustment(a)
(291)
(152)
(289)
(152)
Net derivatives recognized in the Consolidated and
Combined Statement of Financial Position
$227
$165
$102
$78
(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 September 30
Nine months ended September 30
2025
2024
2025
2024
Cash flow hedges
$2
$(17)
$16
$19
Net investment hedges
1
(6)
(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 September 30, 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)
$9,969
$8,071
$1,221
$221
Effects of cash flow hedges
$15
$18
$—
$—
Foreign currency exchange contracts
3
(1)
4
(17)
Commodity and other contracts
—
(5)
(9)
—
Effect of derivatives not designated as hedges
$3
$(6)
$(5)
$(17)
Three months ended September 30, 2024
Total amount of income and expense in the Consolidated
and Combined Statement of Income (Loss)
$8,913
$7,804
$1,226
$71
Effects of cash flow hedges
$2
$—
$—
$—
Foreign currency exchange contracts
6
(16)
(48)
6
Commodity and other contracts
—
(1)
(6)
—
Effect of derivatives not designated as hedges
$6
$(17)
$(55)
$6
2025 3Q FORM 10-Q 20
Nine months ended September 30, 2025
Sales of
equipment and
services
Cost of equipment
and services
Selling, general,
and administrative
expenses
Other income
(expense) – net
Total amount of income (expense) in the Consolidated and
Combined Statement of Income (Loss)
$27,112
$21,899
$3,594
$455
Effects of cash flow hedges
$(4)
$18
$—
$—
Foreign currency exchange contracts
6
(50)
(65)
(8)
Commodity and other contracts
—
(11)
(13)
—
Effect of derivatives not designated as hedges
$6
$(60)
$(78)
$(8)
Nine months ended September 30, 2024
Total amount of income (expense) in the Consolidated and
Combined Statement of Income (Loss)
$24,376
$20,415
$3,366
$1,025
Effects of cash flow hedges
$(5)
$14
$—
$—
Foreign currency exchange contracts
—
1
(92)
(7)
Commodity and other contracts
—
(7)
(21)
—
Effect of derivatives not designated as hedges
$—
$(6)
$(113)
$(7)
The amount excluded for cash flow hedges was a gain (loss) of $10 million and $1 million for the three months ended and $30 million and
$12 million for the nine months ended September 30, 2025 and 2024, respectively. These amounts are 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 20. VARIABLE INTEREST ENTITIES (VIEs). In our Consolidated and Combined Statement of Financial Position, we have
assets of $68 million and $111 million and liabilities of $115 million and $134 million as of September 30, 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 $130 million and $90 million as of September 30, 2025 and December 31, 2024, respectively.
Of these investments, $71 million and $37 million as of September 30, 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 21.
NOTE 21. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES
Commitments. We had total investment commitments of $16 million and unfunded lending commitments of $65 million at September 30,
2025. The commitments primarily consist of obligations to make investments or provide funding by our Gas Power and Financial Services
businesses. See Note 20 for further information.
Guarantees. As of September 30, 2025, we were committed under the following guarantee arrangements:
Credit support. We have provided $565 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 $1,010 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 $674 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 $219 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 $1,486 million and $1,370 million as of September 30, 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
both the three and nine months ended September 30, 2025.
Legal Matters. In the normal course of our business, we are involved from time to time in various arbitrations, class actions, litigation,
investigations, and other legal, regulatory, or governmental actions. See Note 22 in the Notes to our consolidated and combined financial
statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for further information.
2025 3Q FORM 10-Q 21
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 $133 million and $138 million as of
September 30, 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 $548 million and $622 million as of September 30, 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, $466 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 first quarter of 2025.
NOTE 22. 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 23 for further information.
RESTRUCTURING AND OTHER CHARGES
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Workforce reductions
$74
$48
$144
$159
Plant closures and associated costs and other asset write-downs
5
160
37
251
Acquisition/disposition net charges and other
8
(1)
17
7
Total restructuring and other charges
$86
$207
$197
$417
Cost of equipment and services
$14
$148
$92
$268
Selling, general, and administrative expenses
72
59
105
149
Total restructuring and other charges
$86
$207
$197
$417
Power
$34
$192
$58
$289
Wind
—
15
52
117
Electrification
22
—
49
17
Other
28
—
38
(6)
Total restructuring and other charges(a)
$86
$207
$197
$417
(a) Includes $14 million and $144 million for the three months ended and $56 million and $237 million for the nine months ended
September 30, 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.
RESTRUCTURING LIABILITIES
2025
2024
Balance as of January 1
$308
$276
Additions
141
180
Payments
(126)
(198)
Foreign exchange and other
(21)
108
Balance as of September 30
$302
$366
Total restructuring and other charges incurred for the three and nine months ended September 30, 2025 and 2024 primarily relate to
programs to simplify the organizational structure of, reduce operating costs in, and to right-size the businesses. On July 21, 2025, we
approved a restructuring plan (the Plan) accelerating previously announced enterprise transformation activities to reduce general and
administrative costs. We anticipate that the Plan will be substantially complete by mid-2026, subject to local law requirements, including
mandatory information and consultation with employee representatives in applicable locations. We expect to incur approximately
$250 million to $275 million in costs in connection with the Plan, primarily consisting of termination benefits associated with a reduction in
2025 3Q FORM 10-Q 22
the workforce, with approximately $200 million to $225 million of the costs resulting in future cash expenditures. We estimate the savings
on the Plan to be approximately $250 million, with savings beginning in 2026.
The estimates of the costs that we expect to incur in connection with the Plan, and the timing thereof, are subject to a number of
assumptions, including local law requirements in various jurisdictions, and actual amounts may differ from the estimates discussed above.
In addition, we may incur other costs or cash expenditures not currently contemplated due to unanticipated events that may occur, including
in connection with the implementation of the Plan. In the third quarter of 2025, we incurred $81 million of costs related to the Plan.
In the third quarter of 2024, in order to transform and optimize our global footprint, we announced the restructuring of our Hydro Power
business, as a result we recognized $146 million of charges, which primarily relates to a non-cash pre-tax impairment charge of property,
plant and equipment. See Note 6 for further information.
Separation Costs. In connection with the Spin-Off, the Company recognized separation costs (benefits) of $43 million and $27 million for
the three months ended and $122 million and $(64) million for nine months ended September 30, 2025 and 2024, respectively, 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. In addition, in the second
quarter of 2024, in connection with GE retaining certain renewable energy U.S. tax equity investments as part of the Spin-Off, the Company
recognized a $136 million benefit related to deferred intercompany profit from historical equipment sales to the related investees, recorded
in Cost of equipment. See Note 11 for further information.
NOTE 23. 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 September 30
Nine months ended September 30
TOTAL SEGMENT REVENUES BY BUSINESS UNIT
2025
2024
2025
2024
Gas Power
$3,923
$3,466
$11,386
$9,966
Nuclear Power
251
167
640
618
Hydro Power
223
181
581
544
Steam Power
442
393
1,413
1,569
Power
$4,838
$4,206
$14,019
$12,696
Onshore Wind
$2,402
$2,355
$5,947
$4,974
Offshore Wind
195
388
624
1,183
LM Wind Power
51
148
171
436
Wind
$2,647
$2,891
$6,742
$6,592
Grid Solutions
$1,747
$1,270
$4,591
$3,521
Power Conversion & Storage
621
440
1,413
1,202
Electrification Software
234
218
678
646
Electrification
$2,601
$1,928
$6,682
$5,369
Total segment revenues
$10,087
$9,025
$27,443
$24,657
2025 3Q FORM 10-Q 23
SEGMENT EBITDA
Three months ended September 30, 2025
Power
Wind
Electrification
Total
Equipment revenues
$1,668
$2,194
$2,019
$5,880
Services revenues
3,088
444
545
4,078
Intersegment revenues
83
10
37
130
Segment revenues
4,838
2,647
2,601
10,087
Other revenues and elimination of intersegment revenues
(119)
Total revenues
9,969
Less:(a)
Cost of revenues(b)
3,663
2,532
1,824
Selling, general, and administrative expenses(b)
436
118
336
Research and development expenses(b)
139
43
115
Other segment items(c)
(45)
16
(67)
Segment EBITDA
$645
$(61)
$393
$977
Nine months ended September 30, 2025
Power
Wind
Electrification
Total
Equipment revenues
$4,549
$5,386
$5,037
$14,971
Services revenues
9,267
1,329
1,515
12,111
Intersegment revenues
203
28
130
361
Segment revenues
14,019
6,742
6,682
27,443
Other revenues and elimination of intersegment revenues
(330)
Total revenues
27,112
Less:(a)
Cost of revenues(b)
10,482
6,598
4,626
Selling, general, and administrative expenses(b)
1,339
393
1,000
Research and development expenses(b)
371
117
308
Other segment items(c)
(104)
8
(181)
Segment EBITDA
$1,931
$(373)
$929
$2,487
(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.
Three months ended September 30, 2024
Power
Wind
Electrification
Total
Equipment revenues
$1,378
$2,488
$1,419
$5,286
Services revenues
2,773
391
457
3,621
Intersegment revenues
55
12
52
120
Segment revenues
4,206
2,891
1,928
9,025
Other revenues and elimination of intersegment revenues
(112)
Total revenues
8,913
Less:(a)
Cost of revenues(b)
3,186
2,998
1,362
Selling, general, and administrative expenses(b)
479
138
328
Research and development expenses(b)
91
59
84
Other segment items(c)
(50)
13
(47)
Segment EBITDA
$499
$(317)
$201
$383
Nine months ended September 30, 2024
Power
Wind
Electrification
Total
Equipment revenues
$3,847
$5,375
$3,868
$13,090
Services revenues
8,725
1,191
1,335
11,251
Intersegment revenues
125
26
166
317
Segment revenues
12,696
6,592
5,369
24,657
Other revenues and elimination of intersegment revenues
(281)
Total revenues
24,376
Less:(a)
Cost of revenues(b)
9,638
6,583
3,820
Selling, general, and administrative expenses(b)
1,486
430
973
Research and development expenses(b)
257
180
259
Other segment items(c)
(142)
6
(79)
Segment EBITDA
$1,457
$(607)
$396
$1,247
(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.
2025 3Q FORM 10-Q 24
RECONCILIATION OF SEGMENT EBITDA TO NET INCOME (LOSS)
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Segment EBITDA
$977
$383
$2,487
$1,247
Corporate and other(a)
(166)
(140)
(448)
(290)
Restructuring and other charges
(83)
(209)
(192)
(419)
Gains (losses) on purchases and sales of business interests(b)
113
—
131
842
Separation (costs) benefits(c)
(43)
(27)
(122)
64
Arbitration refund(d)
—
—
—
254
Non-operating benefit income
115
130
340
399
Depreciation and amortization(e)
(212)
(289)
(617)
(734)
Interest and other financial charges – net(f)
44
35
141
93
Benefit (provision) for income taxes
(292)
17
(510)
(380)
Net income (loss)
$453
$(99)
$1,209
$1,075
(a) Includes interest expense (income) of zero and $(1) million and benefit (provision) for income taxes of zero and $6 million for the three
months ended September 30, 2025 and 2024, respectively, as well as interest expense (income) of $(1) million and $11 million and
benefit (provision) for income taxes of $(4) million and $70 million for the nine months ended September 30, 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) Includes unrealized (gains) losses related to our interest in China XD Electric Co., Ltd, recorded in Net interest and investment income
(loss) which is part of Other income (expense) - net. See Note 18 for further information.
(c) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant,
and other one-time costs. In addition, 2024 includes $136 million benefit related to deferred intercompany profit that was recognized
upon GE retaining the renewable energy U.S. tax equity investments.
(d) Represents a cash refund received related to an arbitration proceeding with a multiemployer pension plan and excludes $52 million
related to the interest on such amounts that was recorded in Interest and other financial charges - net in the second quarter of 2024.
(e) 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.
(f) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
ASSETS BY SEGMENT
September 30, 2025
December 31, 2024
Power
$24,956
$24,161
Wind
10,894
9,970
Electrification
8,426
7,402
Other(a)
10,122
9,952
Total assets
$54,398
$51,485
(a)We classify deferred tax assets as "Other" for purposes of this disclosure.
PROPERTY, PLANT, AND EQUIPMENT ADDITIONS
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Power
$107
$67
$260
$166
Wind
61
45
157
210
Electrification
41
38
110
74
Other
33
8
68
79
Total
$243
$158
$595
$530
DEPRECIATION AND AMORTIZATION
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Power
$116
$133
$347
$372
Wind
56
127
161
259
Electrification
25
22
68
66
Other
16
117
47
206
Total
$213
$399
$623
$903
2025 3Q FORM 10-Q 25
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 and nine months ended September 30, 2025 and 2024. The below discussion should be read alongside Item 7.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined
financial statements and corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Unless
otherwise noted, tables are presented in U.S. dollars in millions, except for per-share amounts which are presented in U.S. dollars. Certain
columns and rows within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from
the underlying numbers in millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding
period in the prior year.
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial
data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP
financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most
directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."
Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates
as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to our audited consolidated and
combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Prolec GE. On October 21, 2025, we announced that GE Vernova will acquire the remaining fifty percent stake of Prolec GE, our
unconsolidated joint venture with Xignux. Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and
voltages with approximately 10,000 global employees across seven manufacturing sites globally, including five in the U.S. Under the
purchase agreement, GE Vernova will pay approximately $5.3 billion at closing, expected to be funded equally between cash and debt. The
acquisition is expected to close by mid-2026, subject to the completion of customary regulatory approvals.
Tariffs. Throughout 2025, the United States and other countries imposed global tariffs. These tariffs and any future tariffs will result in
additional costs to us. The current total estimated cost impact from the global tariffs as outlined is trending towards the lower end of
approximately $300 million to $400 million for the full year 2025, after taking into consideration contractual protections and mitigating
actions. The actual impact of the tariffs may be significantly different than our current estimate. Our estimate is subject to several factors
including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other actions we take,
and contractual implications.
Power Conversion & Storage. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our
Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented
within this report conforms to the new business unit structure within the Electrification segment.
TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a number of
factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.
Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like
decarbonization, an increasing demand for renewable energy alternatives, governmental regulations and policies, and changes in broader
economic and geopolitical conditions. These trends, along with the growing focus on the digitization and sustainability of the electricity
infrastructure, can impact performance across each of our business segments. We believe that our industry-defining technologies and
commitment to innovation position us well to capitalize on, as well as mitigate adverse impacts from, these long-term trends:
•Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet
forecasted energy demand growth arising from population and global economic growth.
•Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and
efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.
•Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon
energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient, and affordable
system.
•Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have
increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of
energy sources.
•Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the
need to update aging infrastructure with new grid integration and automation solutions.
•Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and
subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory
changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.
•Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and
deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic
initiatives.
2025 3Q FORM 10-Q 26
RESULTS OF OPERATIONS
Summary of Results. RPO was $135.3 billion and $117.7 billion as of September 30, 2025 and 2024, respectively. For the three months
ended September 30, 2025, total revenues were $10.0 billion, an increase of $1.1 billion for the quarter. Net income (loss) was $0.5 billion,
an increase of $0.6 billion in net income for the quarter, and net income (loss) margin was 4.5%. Diluted earnings (loss) per share was
$1.64 for the three months ended September 30, 2025, an increase in diluted earnings per share of $1.99 for the quarter. Cash flows from
(used for) operating activities were $2.5 billion and $1.7 billion for the nine months ended September 30, 2025 and 2024, respectively.
For the three months ended September 30, 2025, Adjusted EBITDA* was $0.8 billion, an increase of $0.6 billion. Free cash flow* was $1.9
billion and $1.1 billion for the nine months ended September 30, 2025 and 2024, respectively.
RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase
order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the
estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period,
excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for
time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and
other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a
substantive penalty. See Note 9 in the Notes to the consolidated and combined financial statements for further information.
RPO
September 30, 2025
December 31, 2024
September 30, 2024
Equipment
$54,092
$43,047
$42,069
Services
81,177
75,976
75,678
Total RPO
$135,269
$119,023
$117,746
As of September 30, 2025, RPO increased $16.2 billion (14%) from December 31, 2024, primarily at Power, due to increases at Gas
Power due to Heavy-Duty Gas Turbine and Aeroderivative equipment and contractual services, and increases at Steam Power services
and Hydro Power equipment, partially offset by a decrease at Steam Power equipment; at Electrification, primarily due to demand for
switchgear, alternating current substation solutions, and transformers at Grid Solutions and synchronous condensers at Power Conversion
& Storage; partially offset at Wind, due to decreases in orders at Onshore Wind as U.S. customers dealt with policy uncertainty and
decreases at Offshore Wind as we continue to execute on our contracts. RPO increased $17.5 billion (15%) from September 30, 2024,
primarily at Power, due to increases at Gas Power equipment and services, and increases at Hydro Power equipment and Steam Power
services, partially offset by a decrease at Steam Power equipment; at Electrification, due to demand for switchgear, high-voltage direct
current solutions, alternating current substation solutions, and transformers at Grid Solutions and synchronous condensers at Power
Conversion & Storage; partially offset at Wind, due to decreases in orders at Onshore Wind as U.S. customers dealt with policy uncertainty,
as well as selectivity in the international market, and decreases at Offshore Wind as we continue to execute on our contracts.
Three months ended September 30
Nine months ended September 30
REVENUES
2025
2024
2025
2024
Equipment revenues
$5,880
$5,290
$14,971
$13,101
Services revenues
4,089
3,623
12,141
11,276
Total revenues
$9,969
$8,913
$27,112
$24,376
For the three months ended September 30, 2025, total revenues increased $1.1 billion (12%). Equipment revenues increased at
Electrification, primarily at Grid Solutions due to growth in high-voltage direct current solutions and switchgear volume and at Power
Conversion & Storage due to battery energy storage solutions; at Power, due to increases at Gas Power from Heavy-Duty Gas Turbine
deliveries, project commissioning, and favorable price; partially offset at Wind, primarily at Offshore Wind due to the nonrecurrence of
revenues recorded on the settlement of a previously canceled project as well as charges for the impact of blade events, both in the third
quarter of 2024, partially offset by higher deliveries. Services revenues increased at Power, driven by Gas Power higher parts volume and
favorable price; and at Electrification and Wind.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $0.9 billion (10%), organic equipment revenues* increased $0.5 billion (10%) and organic services revenues* increased $0.4
billion (11%). Organic revenues* increased at Electrification and Power, partially offset at Wind.
For the nine months ended September 30, 2025, total revenues increased $2.7 billion (11%). Equipment revenues increased at
Electrification, primarily at Grid Solutions due to growth in high-voltage direct current solutions, switchgear, and alternating current
substation solutions volume and at Power Conversion & Storage; at Power, due to increases in Gas Power from Heavy-Duty Gas Turbine
deliveries and favorable price, partially offset by lower Aeroderivative project commissioning. Wind equipment revenues were flat, primarily
due to an increase at Onshore Wind due to delivery of more units, offset at Offshore Wind due to the nonrecurrence of revenues recorded
on the settlement of a previously canceled project as well as charges for the impact of blade events, both in the third quarter of 2024.
Services revenues increased at Power, driven by Gas Power higher volume and favorable price; at Electrification, primarily due to growth at
Grid Solutions; and at Wind due to higher transactional services.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $3.0 billion (12%), organic equipment revenues* increased $2.0 billion (16%) and organic services revenues* increased $1.0
billion (9%). Organic revenues* increased at Power, Electrification, and Wind.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 27
Three months ended September 30
Nine months ended September 30
EARNINGS (LOSS)
2025
2024
2025
2024
Operating income (loss)
$366
$(359)
$787
$(122)
Net income (loss)
453
(99)
1,209
1,075
Net income (loss) attributable to GE Vernova
452
(96)
1,220
1,068
Adjusted EBITDA*
811
243
2,038
957
Diluted earnings (loss) per share(a)
$1.64
$(0.35)
$4.41
$3.85
(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 September 30, 2025, operating income (loss) was $0.4 billion, a $0.7 billion increase, primarily due to: an
increase in segment results at Wind of $0.3 billion, primarily at Onshore Wind due to more profitable equipment, price, and productivity,
partially offset by the impact of tariffs, and increases at Offshore Wind due to lower contract losses, partially offset by the nonrecurrence of
a gain recorded on the settlement of a previously canceled project in the third quarter of 2024; at Electrification of $0.2 billion, primarily due
to volume, productivity, and favorable price at Grid Solutions; and at Power of $0.1 billion, primarily at Gas Power due to favorable price
and increased productivity, partially offset by additional expenses to support investments at Gas Power and Nuclear Power and the impact
of inflation.
Net income (loss) and Net income (loss) margin were $0.5 billion and 4.5%, respectively, for the three months ended September 30, 2025,
an increase of $0.6 billion and 5.7%, respectively, for the quarter, primarily due to an increase in operating income (loss) of $0.7 billion and
an increase in other income (expense) - net of $0.1 billion, partially offset by an increase in provision for income taxes of $0.3 billion.
Adjusted EBITDA* and Adjusted EBITDA margin* were $0.8 billion and 8.1%, respectively, for the three months ended September 30,
2025, an increase of $0.6 billion and 5.4%, respectively, primarily driven by increases in segment results at Wind, Electrification, and
Power.
For the nine months ended September 30, 2025, operating income (loss) was $0.8 billion, a $0.9 billion increase, primarily due to: an
increase in segment results at Electrification of $0.5 billion, primarily due to volume, productivity, and favorable price at Grid Solutions; at
Power of $0.5 billion, primarily at Gas Power and Steam Power due to favorable price, increased productivity, and higher volume, partially
offset by additional expenses to support investments at Nuclear Power and Gas Power and the impact of inflation; and at Wind of $0.2
billion, primarily at Onshore Wind due to an increase in the units delivered, partially offset by the impact of tariffs, and increases at Offshore
Wind due to lower contract losses, partially offset by the nonrecurrence of a gain recorded on the settlement of a previously canceled
project in the third quarter of 2024 and a termination of a supply agreement in the first quarter of 2025; partially offset by the nonrecurrence
of $0.3 billion received related to an arbitration refund in the second quarter of 2024; the nonrecurrence of a $0.1 billion benefit related to
deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments in connection with
the Spin-Off; and higher corporate costs required to operate as a stand-alone public company.
Net income (loss) and Net income (loss) margin were $1.2 billion and 4.5%, respectively, for the nine months ended September 30, 2025,
an increase of $0.1 billion and 0.1%, respectively, primarily due to an increase in operating income (loss) of $0.9 billion, partially offset by a
decrease in other income (expense) - net of $0.6 billion driven by the nonrecurrence of a $0.9 billion pre-tax gain from the sale of a portion
of Steam Power nuclear activities to Electricité de France S.A. (EDF) in the second quarter of 2024 and an increase in provision for income
taxes of $0.2 billion.
Adjusted EBITDA* and Adjusted EBITDA margin* were $2.0 billion and 7.5%, respectively, for the nine months ended September 30, 2025,
an increase of $1.1 billion and 3.6%, respectively, primarily driven by increases in segment results at Electrification, Power, and Wind.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 28
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 September 30
Nine months ended September 30
SUMMARY OF REPORTABLE SEGMENTS
2025
2024
2025
2024
Power
$4,838
$4,206
$14,019
$12,696
Wind
2,647
2,891
6,742
6,592
Electrification
2,601
1,928
6,682
5,369
Eliminations and other
(119)
(112)
(330)
(281)
Total revenues
$9,969
$8,913
$27,112
$24,376
Segment EBITDA
    Power
$645
$499
$1,931
$1,457
    Wind
(61)
(317)
(373)
(607)
    Electrification
393
201
929
396
Corporate and other(a)
(166)
(140)
(448)
(290)
Adjusted EBITDA*(b)
$811
$243
$2,038
$957
(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone
public company.
(b) See "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and
other financial income (charges) and the benefit for income taxes of Financial Services as this business is managed on an after-tax
basis due to the nature of its investments.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 29
POWER
Three months ended September 30
Nine months ended September 30
Orders in units
2025
2024
2025
2024
Gas Turbines
29
29
114
78
Heavy-Duty Gas Turbines
20
14
69
44
HA-Turbines
13
9
28
21
Aeroderivatives
9
15
45
34
Gas Turbine Gigawatts
7.4
5.1
19.6
14.1
Three months ended September 30
Nine months ended September 30
Sales in units
2025
2024
2025
2024
Gas Turbines
20
18
60
50
Heavy-Duty Gas Turbines
14
13
44
31
HA-Turbines
6
5
19
7
Aeroderivatives
6
5
16
19
Gas Turbine Gigawatts
4.0
3.3
12.2
7.1
RPO
September 30, 2025
December 31, 2024
September 30, 2024
Equipment
$18,977
$12,461
$11,392
Services
65,083
60,890
59,911
Total RPO
$84,060
$73,351
$71,303
RPO as of September 30, 2025 increased $10.7 billion (15%) from December 31, 2024, primarily at Gas Power due to Heavy-Duty Gas
Turbine and Aeroderivative equipment and contractual services, and increases at Steam Power services and Hydro Power equipment,
partially offset by a decrease at Steam Power equipment. RPO increased $12.8 billion (18%) from September 30, 2024, primarily at Gas
Power due to increases in equipment and services, and increases in Hydro Power equipment and Steam Power services, partially offset by
a decrease at Steam Power equipment.
Three months ended September 30
Nine months ended September 30
SEGMENT REVENUES AND EBITDA
2025
2024
2025
2024
Gas Power
$3,923
$3,466
$11,386
$9,966
Nuclear Power
251
167
640
618
Hydro Power
223
181
581
544
Steam Power
442
393
1,413
1,569
Total segment revenues
$4,838
$4,206
$14,019
$12,696
Equipment
$1,744
$1,426
$4,740
$3,912
Services
3,094
2,781
9,279
8,784
Total segment revenues
$4,838
$4,206
$14,019
$12,696
Segment EBITDA
$645
$499
$1,931
$1,457
Segment EBITDA margin
13.3
%
11.9
%
13.8
%
11.5
%
For the three months ended September 30, 2025, segment revenues were up $0.6 billion (15%) and segment EBITDA was up $0.1
billion (29%).
Segment revenues increased $0.6 billion (14%) organically*, primarily at Gas Power equipment due to increases in Heavy-Duty Gas
Turbine equipment deliveries, project commissioning, and favorable price, and at Gas Power services due to higher parts volume and
favorable price.
Segment EBITDA increased $0.1 billion (27%) organically*, primarily at Gas Power due to favorable price and increased productivity,
partially offset by additional expenses to support investments at Gas Power and Nuclear Power and the impact of inflation.
For the nine months ended September 30, 2025, segment revenues were up $1.3 billion (10%) and segment EBITDA was up $0.5
billion (33%).
Segment revenues increased $1.6 billion (13%) organically*, primarily at Gas Power equipment due to increases in Heavy-Duty Gas
Turbine equipment deliveries and favorable price, partially offset by lower Aeroderivative project commissioning, and increases in Gas
Power services due to higher volume and favorable price.
Segment EBITDA increased $0.3 billion (19%) organically*, primarily at Gas Power and Steam Power due to favorable price, increased
productivity, and higher volume, partially offset by additional expenses to support investments at Nuclear Power and Gas Power and the
impact of inflation.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 30
WIND
Three months ended September 30
Nine months ended September 30
Onshore and Offshore Wind orders in units
2025
2024
2025
2024
Wind Turbines
156
249
560
870
Repower Units
139
132
344
378
Wind Turbine and Repower Units Gigawatts
0.9
1.2
2.7
3.8
Three months ended September 30
Nine months ended September 30
Onshore and Offshore Wind sales in units
2025
2024
2025
2024
Wind Turbines
476
515
1,103
1,108
Repower Units
158
182
444
246
Wind Turbine and Repower Units Gigawatts
2.1
2.4
5.1
5.1
RPO
September 30, 2025
December 31, 2024
September 30, 2024
Equipment
$8,782
$10,720
$12,182
Services
12,726
11,962
12,788
Total RPO
$21,508
$22,682
$24,969
RPO as of September 30, 2025 decreased $1.2 billion (5%) from December 31, 2024, primarily due to a decrease in orders at Onshore
Wind as U.S. customers dealt with policy uncertainty and decreases at Offshore Wind as we continue to execute on our contracts. RPO
decreased $3.5 billion (14%) from September 30, 2024, primarily due to decreases in orders at Onshore Wind as U.S. customers dealt with
policy uncertainty, as well as selectivity in the international market, and decreases at Offshore Wind as we continue to execute on our
contracts.
Three months ended September 30
Nine months ended September 30
SEGMENT REVENUES AND EBITDA
2025
2024
2025
2024
Onshore Wind
$2,402
$2,355
$5,947
$4,974
Offshore Wind
195
388
624
1,183
LM Wind Power
51
148
171
436
Total segment revenues
$2,647
$2,891
$6,742
$6,592
Equipment
$2,203
$2,494
$5,412
$5,394
Services
445
397
1,331
1,198
Total segment revenues
$2,647
$2,891
$6,742
$6,592
Segment EBITDA
$(61)
$(317)
$(373)
$(607)
Segment EBITDA margin
(2.3)
%
(11.0)
%
(5.5)
%
(9.2)
%
For the three months ended September 30, 2025, segment revenues were down $0.2 billion (8%) and segment EBITDA was up
$0.3 billion (81%).
Segment revenues decreased $0.3 billion (9%) organically*, primarily at Offshore Wind due to the nonrecurrence of revenues recorded on
the settlement of a previously canceled project of $0.5 billion as well as charges for the impact of blade events, both in the third quarter of
2024, partially offset by higher deliveries. This was partially offset by increases at Onshore Wind services.
Segment EBITDA increased $0.3 billion (99%) organically*, primarily at Onshore Wind due to more profitable equipment, price, and
productivity, partially offset by the impact of tariffs, and increases at Offshore Wind due to lower contract losses of $0.5 billion, partially
offset by the nonrecurrence of a gain recorded on the settlement of a previously canceled project of $0.3 billion in the third quarter of 2024.
For the nine months ended September 30, 2025, segment revenues were up $0.2 billion (2%) and segment EBITDA was up $0.2
billion (39%).
Segment revenues increased $0.2 billion (2%) organically*, primarily at Onshore Wind in the U.S. market due to delivery of more units and
higher transactional services, partially offset by delivery of fewer units as selectivity continues in the international market, and decreases at
Offshore Wind due to the nonrecurrence of revenues recorded on the settlement of a previously canceled project of $0.5 billion as well as
charges for the impact of blade events, both in the third quarter of 2024.
Segment EBITDA increased $0.3 billion (47%) organically*, primarily at Onshore Wind due to an increase in the units delivered, partially
offset by the impact of tariffs, and increases at Offshore Wind due to lower contract losses of $0.5 billion, partially offset by the
nonrecurrence of a gain recorded on the settlement of a previously canceled project of $0.3 billion in the third quarter of 2024 and a
termination of a supply agreement in the first quarter of 2025.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 31
ELECTRIFICATION
RPO
September 30, 2025
December 31, 2024
September 30, 2024
Equipment
$26,455
$20,005
$18,624
Services
3,725
3,448
3,288
Total RPO
$30,179
$23,453
$21,912
RPO as of September 30, 2025 increased $6.7 billion (29%) from December 31, 2024, primarily due to demand for switchgear, alternating
current substation solutions, and transformers at Grid Solutions and synchronous condensers at Power Conversion & Storage. RPO
increased $8.3 billion (38%) from September 30, 2024, primarily due to demand for switchgear, high-voltage direct current solutions,
alternating current substation solutions, and transformers at Grid Solutions and synchronous condensers at Power Conversion & Storage.
Three months ended September 30
Nine months ended September 30
SEGMENT REVENUES AND EBITDA
2025
2024
2025
2024
Grid Solutions
$1,747
$1,270
$4,591
$3,521
Power Conversion & Storage
621
440
1,413
1,202
Electrification Software
234
218
678
646
Total segment revenues
$2,601
$1,928
$6,682
$5,369
Equipment
$2,035
$1,451
$5,100
$3,967
Services
566
477
1,582
1,402
Total segment revenues
$2,601
$1,928
$6,682
$5,369
Segment EBITDA
$393
$201
$929
$396
Segment EBITDA margin
15.1
%
10.4
%
13.9
%
7.4
%
For the three months ended September 30, 2025, segment revenues were up $0.7 billion (35%) and segment EBITDA was up $0.2
billion (96%).
Segment revenues increased $0.6 billion (32%) organically*, primarily at Grid Solutions due to growth in high-voltage direct current
solutions and switchgear, and at Power Conversion & Storage due to battery energy storage solutions.
Segment EBITDA increased $0.2 billion organically*, primarily due to volume, productivity, and favorable price at Grid Solutions.
For the nine months ended September 30, 2025, segment revenues were up $1.3 billion (24%) and segment EBITDA was up $0.5
billion.
Segment revenues increased $1.3 billion (24%) organically*, primarily at Grid Solutions due to growth in high-voltage direct current
solutions, switchgear, and alternating current substation solutions volume and at Power Conversion & Storage.
Segment EBITDA increased $0.5 billion organically*, primarily due to volume, productivity, and favorable price at Grid Solutions.
OTHER INFORMATION
Gross Profit and Gross Margin. Gross profit was $1.9 billion and $1.1 billion for the three months ended and $5.2 billion and $4.0 billion
for the nine months ended September 30, 2025 and 2024, respectively. Gross margin was 19.0% and 12.4% for the three months ended
and 19.2% and 16.3% for the nine months ended September 30, 2025 and 2024, respectively. The increase in gross profit for the quarter
was due to an increase at Wind primarily at Onshore Wind due to more profitable equipment, price, and productivity, partially offset by the
impact of tariffs, and increased at Offshore Wind due to lower incremental contract losses, partially offset by the nonrecurrence of a gain
recorded on the settlement of a previously canceled project in the third quarter of 2024; at Electrification due to higher volume, productivity,
and favorable price primarily at Grid Solutions; and at Power primarily at Gas Power and Steam Power from favorable price and increased
productivity, partially offset by the impact of inflation. The increase in gross profit for the year was due to increases at Electrification, Power,
and Wind due to the reasons described above, partially offset by a termination of a supply agreement in Offshore Wind in the first quarter of
2025.
Selling, General, and Administrative. Selling, general, and administrative costs were $1.2 billion for both the three months ended and
$3.6 billion and $3.4 billion for the nine months ended and comprised 12.3% and 13.8% of revenues for the three months ended and 13.3%
and 13.8% of revenues for the nine months ended September 30, 2025 and 2024, respectively. Selling, general, and administrative costs
were flat for the quarter, primarily due to cost reduction activities offset by labor inflation. The decrease in costs for the year was attributable
to cost reduction initiatives, and the nonrecurrence of the sale of a portion of Steam Power nuclear activities to EDF, partially offset by the
nonrecurrence of $0.3 billion received related to an arbitration refund in 2024, higher stock-based compensation, 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 connection with the Spin-Off, we
incurred and will continue to incur certain one-time separation costs. In addition, in connection with the Spin-Off we recognized a benefit
related to deferred intercompany profit upon GE retaining the renewable energy U.S. tax equity investments in the second quarter of 2024.
See Note 22 in the Notes to the consolidated and combined financial statements for further information.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 32
Interest and Other Financial Income (Charges) – Net. Interest and other financial income (charges) – net was less than $0.1 billion in
income for both the three months ended and $0.1 billion in income for both the nine months ended September 30, 2025 and 2024,
respectively. The increase in income for the quarter was driven by higher average balance of invested funds. The increase in income for the
year is driven by the reason described above, partially offset by the nonrecurrence of interest income received from an arbitration refund in
2024. The primary components of net interest and other financial income (charges) are fees on cash management activities, interest on
borrowings, and interest earned on cash balances and short-term investments.
Income Taxes. Our effective tax rate was 39.2% and 29.8% for the three and nine months ended September 30, 2025, respectively. The
effective tax rate was higher than the U.S. statutory rate of 21% in both periods primarily due to losses providing no tax benefit in certain
jurisdictions and the finalization of the Company's pre-Spin-Off tax attributes that increased the Company's current provision for income
taxes, partially offset by an income tax benefit from stock-based compensation.
We recorded an income tax benefit on a pre-tax loss with an effective tax rate of 18.9% for the three months ended September 30, 2024.
The effective tax rate was lower than the U.S. statutory rate of 21% primarily due to a portion of the pre-tax loss providing no tax benefit in
certain jurisdictions.
We recorded an income tax expense on pre-tax income with an effective tax rate of 22.4% for the nine months ended September 30, 2024.
The effective tax rate was higher than the U.S. statutory rate of 21% primarily due to losses providing no tax benefit in certain jurisdictions,
partially offset by a lower effective tax rate on a foreign pre-tax gain from the sale of a portion of Steam Power nuclear activities to EDF
which was completed in the second quarter of 2024.
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 September 30, 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 in
the fourth quarter 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 15 in the Notes to the consolidated
and combined financial statements for further information.
CAPITAL RESOURCES AND LIQUIDITY. Historically, we participated in cash pooling and other financing arrangements with GE to
manage liquidity and fund our operations. As a result of completing the Spin-Off, we no longer participate in these arrangements and our
Cash, cash equivalents, and restricted cash are held and used solely for our own operations. Our capital structure, long-term commitments,
and sources of liquidity have changed significantly from our historical practices. As of September 30, 2025, our Cash, cash equivalents, and
restricted cash was $7.9 billion, $0.4 billion of which was restricted use cash. In addition, we have access to a $3.0 billion committed
revolving credit facility (Revolving Credit Facility). See “—Capital Resources and Liquidity—Debt” for further information. We believe our
unrestricted cash, cash equivalents, future cash flows generated from operations, and committed credit facility will be responsive to the
needs of our current and planned operations for at least the next 12 months.
On September 25, 2025, the Board of Directors declared a $0.25 per share quarterly dividend on our outstanding common stock, payable
on November 17, 2025, to stockholders of record as of October 20, 2025. On December 10, 2024, the Board of Directors authorized up to
$6 billion of common stock repurchases. In connection with this authorization, we repurchased 1.1 million shares and 6.3 million shares for
$0.7 billion and $2.2 billion during the three and nine months ended September 30, 2025, respectively. 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.
Nine months ended September 30
FREE CASH FLOW (NON-GAAP)
2025
2024
Cash from (used for) operating activities (GAAP)
$2,508
$1,662
Add: Gross additions to property, plant, and equipment and internal-use software
(606)
(533)
Free cash flow (Non-GAAP)
$1,902
$1,129
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 33
Cash from operating activities was $2.5 billion and $1.7 billion for the nine months ended September 30, 2025 and 2024, respectively.
Cash from operating activities increased by $0.8 billion in 2025 compared to 2024, primarily driven by: higher net income (after adjusting for
depreciation of PP&E, amortization of intangible assets, and (gains) losses on purchases and sales of business interests) of $0.6 billion,
including the nonrecurrence of a $0.3 billion cash refund received in connection with an arbitration proceeding in the second quarter of
2024; an increase from contract liabilities and current deferred income of $0.8 billion, primarily due to higher down payments on orders and
slot reservation agreements at Power, and the nonrecurrence of the settlement of a previously canceled project at Offshore Wind in 2024,
partially offset by higher liquidations on projects at Onshore Wind; an increase from current receivables of $0.5 billion, primarily due to
higher collections, partially offset by higher billings; partially offset by a decrease from All other operating activities of $(0.8) billion, primarily
due to lower contract losses at Offshore Wind and an increase in long-term receivables related to advanced manufacturing credits; and a
decrease from current contract assets of $(0.4) billion, primarily due to revenue recognition exceeding billings.
Cash from operating activities of $2.5 billion for the nine months ended September 30, 2025 included a $1.8 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
$2.4 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at
Electrification, partially offset by higher net revenue recognition at Wind; accounts payable and equipment project payables of $0.6 billion,
driven by reductions in prepayments and purchases of materials outpacing disbursements primarily at Electrification; current receivables of
$0.6 billion, driven by lower billings and higher utilization of supplier advances at Wind, and collections outpacing billings at Power,
including a decrease in past dues; inventories of $(1.0) billion, primarily due to volume to support fulfillment and deliveries expected in the
fourth quarter of 2025 and in 2026 primarily at Gas Power and Onshore Wind; and current contract assets of $(0.7) billion, driven by
revenue recognition exceeding billings on our equipment and other service agreements.
Cash from operating activities of $1.7 billion for the nine months ended September 30, 2024 included a $0.9 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
$1.7 billion, driven by down payments and collections on several large projects in Grid Solutions at Electrification, and net collections at
Power, partially offset by liquidations and the settlement of a previously canceled project at Wind; accounts payable and equipment project
payables of $0.6 billion due to purchases of materials outpacing disbursements and reductions in prepayments, partially offset by
settlements of payables with GE prior to the Spin-Off; inventories of $(1.2) billion, primarily in Gas Power, to support fulfillment and
deliveries expected in the fourth quarter of 2024 and in 2025; and current contract assets of $(0.2) billion, driven by revenue recognition
exceeding billings on our equipment and other service agreements in Electrification and Power.
Cash from (used for) investing activities was $(0.4) billion and $0.1 billion for the nine months ended September 30, 2025 and 2024,
respectively. Cash used for investing activities increased by $0.5 billion in 2025 compared to 2024 primarily driven by: the nonrecurrence of
the Steam Power business sale of part of its nuclear activities to EDF in our Power segment of $0.6 billion; partially offset by higher sales of
and distributions from equity method investments of $0.2 billion, driven by the sale of an approximately 5% equity interest in China XD
Electric Co., Ltd. during 2025. Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was
$0.6 billion and $0.5 billion for the nine months ended September 30, 2025 and 2024, respectively.
Cash from (used for) financing activities was $(2.6) billion and $3.5 billion for the nine months ended September 30, 2025 and 2024,
respectively. Cash used for financing activities increased by $6.1 billion in 2025 compared to 2024 primarily driven by: the nonrecurrence of
transfers from parent of $2.9 billion; cash settlements for share repurchases of $2.2 billion in 2025; the nonrecurrence of proceeds from the
sale of an approximately 16% equity interest in GE Vernova T&D India Ltd. in the third quarter of 2024 of $0.7 billion; and dividends paid of
$0.2 billion in 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 7 and 21 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 13 in the Notes to
the consolidated and combined financial statements for further information regarding material cash requirements related to our pension
obligations.
Debt. Total debt, excluding finance leases, was less than $0.1 billion and $0.1 billion as of September 30, 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 21 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 May 23, 2025,
S&P affirmed GE Vernova Inc.'s long-term credit rating and revised its outlook to Positive from Stable. Our credit ratings as of the date of
this filing are set forth in the following table.
S&P
Fitch
Outlook
Positive
Positive
Long-term
BBB-
BBB
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 34
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 September
30, 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. GE
Vernova pays quarterly fees to GE which are determined by amounts associated with GE credit support. GE Vernova is subject to other
contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE Vernova. In
addition, while GE will remain obligated under the contract or instrument, GE Vernova will be obligated to indemnify GE for credit support
related payments that GE is required to make and possible related costs.
As of September 30, 2025, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $10
billion, an over 71% reduction since the Spin-Off. We expect approximately $7 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.
2025 3Q FORM 10-Q 35
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.
ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
Revenue(a)
Segment EBITDA
Segment EBITDA margin
For the three months ended September 30
2025
2024
V%
2025
2024
V%
2025
2024
V pts
Power (GAAP)
$4,838
$4,206
15%
$645
$499
29%
13.3%
11.9%
1.4pts
Less: Acquisitions
—
—
2
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
49
3
47
29
Power organic (Non-GAAP)
$4,789
$4,204
14%
$596
$470
27%
12.4%
11.2%
1.2pts
Wind (GAAP)
$2,647
$2,891
(8)%
$(61)
$(317)
81%
(2.3)%
(11.0)%
8.7pts
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
29
2
(59)
(7)
Wind organic (Non-GAAP)
$2,619
$2,888
(9)%
$(2)
$(311)
99%
(0.1)%
(10.8)%
10.7pts
Electrification (GAAP)
$2,601
$1,928
35%
$393
$201
96%
15.1%
10.4%
4.7pts
Less: Acquisitions
2
—
(3)
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
62
6
(3)
4
Electrification organic (Non-GAAP)
$2,537
$1,922
32%
$399
$197
F
15.7%
10.2%
5.5pts
(a) Includes intersegment sales of $130 million and $120 million for the three months ended September 30, 2025 and 2024, respectively.
    See Note 23 in the Notes to the consolidated and combined financial statements for further information.
ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
Revenue(a)
Segment EBITDA
Segment EBITDA margin
For the nine months ended September 30
2025
2024
V%
2025
2024
V%
2025
2024
V pts
Power (GAAP)
$14,019
$12,696
10%
$1,931
$1,457
33%
13.8%
11.5%
2.3pts
Less: Acquisitions
—
—
4
—
Less: Business dispositions
—
308
—
(41)
Less: Foreign currency effect
49
8
100
(31)
Power organic (Non-GAAP)
$13,969
$12,380
13%
$1,827
$1,529
19%
13.1%
12.4%
0.7pts
Wind (GAAP)
$6,742
$6,592
2%
$(373)
$(607)
39%
(5.5)%
(9.2)%
3.7pts
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
(15)
(7)
(72)
(41)
Wind organic (Non-GAAP)
$6,757
$6,599
2%
$(301)
$(566)
47%
(4.5)%
(8.6)%
4.1pts
Electrification (GAAP)
$6,682
$5,369
24%
$929
$396
F
13.9%
7.4%
6.5pts
Less: Acquisitions
4
—
(4)
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
42
14
8
—
Electrification organic (Non-GAAP)
$6,636
$5,356
24%
$924
$396
F
13.9%
7.4%
6.5pts
(a) Includes intersegment sales of $361 million and $317 million for the nine months ended September 30, 2025 and 2024, respectively.
See Note 23 in the Notes to the consolidated and combined financial statements for further information.
Three months ended September 30
Nine months ended September 30
ORGANIC REVENUES (NON-GAAP)
2025
2024
V%
2025
2024
V%
Total revenues (GAAP)
$9,969
$8,913
12%
$27,112
$24,376
11%
Less: Acquisitions
2
—
4
—
Less: Business dispositions
—
—
—
308
Less: Foreign currency effect
140
11
77
15
Organic revenues (Non-GAAP)
$9,826
$8,902
10%
$27,031
$24,053
12%
2025 3Q FORM 10-Q 36
EQUIPMENT AND SERVICES ORGANIC
REVENUES (NON-GAAP)
Three months ended September 30
Nine months ended September 30
2025
2024
V%
2025
2024
V%
Total equipment revenues (GAAP)
$5,880
$5,290
11%
$14,971
$13,101
14%
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
171
Less: Foreign currency effect
88
8
25
7
Equipment organic revenues (Non-GAAP)
$5,792
$5,282
10%
$14,946
$12,923
16%
Total services revenues (GAAP)
$4,089
$3,623
13%
$12,141
$11,276
8%
Less: Acquisitions
2
—
4
—
Less: Business dispositions
—
—
—
138
Less: Foreign currency effect
52
3
52
8
Services organic revenues (Non-GAAP)
$4,034
$3,620
11%
$12,086
$11,129
9%
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.
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP)
Three months ended September 30
Nine months ended September 30
2025
2024
V%
2025
2024
V%
Net income (loss) (GAAP)
$453
$(99)
F
$1,209
$1,075
12%
Add: Restructuring and other charges
83
209
192
419
Add: (Gains) losses on purchases and sales of business interests(a)
(113)
—
(131)
(842)
Add: Separation costs (benefits)(b)
43
27
122
(64)
Add: Arbitration refund(c)
—
—
—
(254)
Add: Non-operating benefit income
(115)
(130)
(340)
(399)
Add: Depreciation and amortization(d)
212
289
617
734
Add: Interest and other financial (income) charges – net(e)(f)
(44)
(35)
(141)
(93)
Add: Provision (benefit) for income taxes(f)
292
(17)
510
380
Adjusted EBITDA (Non-GAAP)
$811
$243
F
$2,038
$957
F
Net income (loss) margin (GAAP)
4.5%
(1.1)%
5.6 pts
4.5%
4.4%
0.1 pts
Adjusted EBITDA margin (Non-GAAP)
8.1%
2.7%
5.4 pts
7.5%
3.9%
3.6 pts
(a) Includes unrealized (gains) losses related to our interest in China XD Electric Co., Ltd, recorded in Net interest and investment
income (loss) which is part of Other income (expense) - net. See Note 18 for further information.
(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. In addition, 2024 includes $136 million benefit related to deferred intercompany profit that was
recognized upon GE retaining the renewable energy U.S. tax equity investments.
(c) Represents a cash refund received related to an arbitration proceeding with a multiemployer pension plan and excludes $52 million
related to the interest on such amounts that was recorded in Interest and other financial charges – net.
(d) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis
differences included in Equity method investment income (loss) which is part of Other income (expense) - net.
(e) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
(f) Excludes interest expense (income) of zero and $(1) million and benefit (provision) for income taxes of zero and $6 million for the
three months ended September 30, 2025 and 2024, respectively, as well as excludes interest expense (income) of $(1) million and
$11 million and benefit (provision) for income taxes of $(4) million and $70 million for the nine months ended September 30, 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.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 37
ADJUSTED ORGANIC EBITDA AND ADJUSTED
ORGANIC EBITDA MARGIN (NON-GAAP)
Three months ended September 30
Nine months ended September 30
2025
2024
V%
2025
2024
V%
Adjusted EBITDA (Non-GAAP)
$811
$243
F
$2,038
$957
F
Less: Acquisitions
(1)
—
1
—
Less: Business dispositions
—
—
—
(41)
Less: Foreign currency effect
(21)
16
28
(77)
Adjusted organic EBITDA (Non-GAAP)
$833
$227
F
$2,010
$1,074
87%
Adjusted EBITDA margin (Non-GAAP)
8.1%
2.7%
5.4 pts
7.5%
3.9%
3.6 pts
Adjusted organic EBITDA margin (Non-GAAP)
8.5%
2.5%
6.0 pts
7.4%
4.5%
2.9 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 less than
$0.1 billion for the three months ended and less than $0.1 billion and $(0.1) billion for the nine months ended September 30, 2025 and
2024, respectively. For more information about foreign exchange risk, interest rate risk, and commodity risk see Item 7A. "Quantitative and
Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective as of September 30, 2025, and that the information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized,
and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Changes in Internal Control Over Financial Reporting. During the quarter ended September 30, 2025, the Company continued to exit
from various transition service agreements with GE Aerospace primarily related to information technology systems that impact financial
reporting. Consequently, responsibility for execution of related internal controls transferred to the Company, including certain general
information technology controls in connection with information technology environment changes. Other than those discussed in the
preceding sentences, no change in the Company’s internal control over financial reporting occurred during the quarter ended September
30, 2025, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
*Non-GAAP Financial Measure
2025 3Q FORM 10-Q 38
PART II
ITEM 1. LEGAL PROCEEDINGS. See Note 21 in the Notes to the consolidated and combined financial statements for information
relating to legal matters.
ITEM 1A. RISK FACTORS. We are subject to a number of risks that could materially and adversely affect our business, results of
operations, cash flows, financial condition, and/or future prospects, including those identified in Item 1A. "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended on December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. On December 10, 2024, we
announced that the Board of Directors had authorized up to $6 billion of common stock repurchases, which commenced in December 2024
and does not have an expiration date. We repurchased 1.1 million shares for $658 million during the three months ended September 30,
2025 under this authorization.
The following table summarizes the share repurchase activity for the three months ended September 30, 2025:
Total number of
shares purchased
(in thousands)
Average price paid
per share
Total number of
shares purchased as
part of our share
repurchase
authorization
(in thousands)
Approximate dollar
value of shares that
may yet be
purchased under our
share repurchase
authorization
(in millions)
July
85
$555.80
85
$4,367
August
738
612.94
738
3,914
September
273
577.28
273
3,757
Total
1,097
$599.61
1,097
Between July 1, 2025 and July 22, 2025, participants in the Company’s Retirement Savings Plan (RSP) purchased approximately 1.1
million stock fund units in the GE Vernova Common Stock Fund (the equivalent of approximately 80,000 shares of Company common
stock) for an aggregate purchase price of approximately $43 million. The offers and sales of these securities during this time period were
not deemed registered under the Securities Act, because the prospectus contained in the original Registration Statement on Form S-1
relating to such securities had not been timely updated. On July 23, 2025, the Company filed a post-effective amendment to the Form S-1
on Form S-8, which updated the prospectus in the as-amended registration statement, thereby ensuring that all offers and sales from such
date are registered under the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.
ITEM 5. OTHER INFORMATION.
Director and Officer Trading Arrangements. None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange
Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as
defined in Item 408(c) of Regulation S-K) during the three months ended September 30, 2025.
2025 3Q FORM 10-Q 39
ITEM 6. EXHIBITS.
10.1 Amendment to offer letter with Steven Baert (incorporated by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2025, File No. 001-41966).*
101.1 The following materials from GE Vernova Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025,
formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated and Combined Statement of Income (Loss) for the three
and nine months ended September 30, 2025 and 2024, (ii) Consolidated and Combined Statement of Financial Position at September 30,
2025 and December 31, 2024, (iii) Consolidated and Combined Statement of Cash Flows for the nine months ended September 30, 2025
and 2024, (iv) Consolidated and Combined Statement of Comprehensive Income (Loss) for the three and nine months ended September
30, 2025 and 2024, (v) Consolidated and Combined Statement of Changes in Equity for the three and nine months ended September 30,
2025 and 2024, and (vi) Notes to Consolidated and Combined Financial Statements.
104.1 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1).
†
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as
applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its
request.
+
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
*
Management contract or compensatory plan or arrangement.
2025 3Q FORM 10-Q 40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
October 22, 2025
/s/ Matthew J. Potvin
Date
Matthew J. Potvin
Vice President, Controller and Chief Accounting Officer
Principal Accounting Officer
EX-10.2 2 gev3q202510qexhibit102.htm EX-10.2 Document
ge_vernovaxstandardxcmykxe.gif

Scott Strazik
Chief Executive Officer
GE Vernova Inc.

To: Lola Lin
August 13, 2025

Dear Lola,
We are pleased to offer you the position of Executive Vice President (EVP), Chief Legal Officer and Corporate Secretary of GE Vernova Inc. (the “Company”), effective as of September 22, 2025 (your “start date”). This position will be based in Cambridge, MA, and will report to me directly. A summary of the key aspects of our offer are noted below:
Salary: $750,000 (US dollars) paid bi-weekly – using 52.1667 weeks/year
Annual Executive Incentive Plan (“AEIP”):
You are eligible to participate in our discretionary AEIP, subject to the terms of the plan as in place from time to time. For 2025, your AEIP Individual Target (as defined in the AEIP) will be 100% of your base salary. Payments are made in the Company’s discretion and are typically based on business performance and individual performance, in each case including risk management and compliance. For the performance year 2025, any bonus you receive will be prorated based on your start date.

Annual Long-Term Incentive Grant:
















The target grant value of your next annual equity award is expected to be $3,000,000. This award is expected to be granted in 2026 under, and subject to the terms of, the Company’s 2024 Long-Term Incentive Plan (“LTIP”). LTIP awards are typically granted in March each year, with the award type and terms determined by and subject to the approval of the Compensation and Human Capital Committee of the Company’s Board of Directors (the “Committee”).
New Hire Equity Grant:
Subject to the approval of the Committee, and provided that you remain employed on the date of grant, we will grant you with a special new hire equity grant in the form of restricted stock units (“RSUs”) under, and subject to the terms of, the LTIP and an award agreement thereunder, with a grant date value of $5,628,000 (US dollars). The RSUs will be granted on the same date as the annual grant in 2026 – typically in March 2026, and will vest 50% on the 1-year anniversary of the grant date and 50% on the 2nd year anniversary of the grant date. The vesting of the RSUs will accelerate if you are terminated by GE Vernova without Cause (as defined below), on the terms and subject to the conditions of the LTIP and the award agreement.

ge_vernovaxstandardxcmykxe.gif
Cash Sign-on Payment:
We will provide you with special one-time cash bonus payments in (US Dollars) to be paid as follows: (i) $4,500,000 within 30 days following your start date (Payment 1); and (ii) $4,000,000 to be paid in February 2026, subject to your continuous employment (Payment 2). The Company will not provide you with Payment 2 if you resign from your position prior to Payment 2 or are found to have engaged in conduct that would give rise to a termination for Cause (as defined below).
A termination for “Cause” means your: (a) intentional breach of any material term of this offer letter or any other confidentiality, non-compete or similar agreement with the Company or its affiliates; (b) fraud, embezzlement, theft or other act of dishonesty against the Company; (c) conviction, or plea of guilty or nolo contendere to a felony or crime involving dishonesty or moral turpitude; (d) intentional material breach of any written Company policy or code of conduct, including The Spirit and Letter; (e) willful misconduct or gross negligence in the performance of your duties; (f) violation of fiduciary duties to the Company; (g) refusal or repeated failure to perform lawful duties reasonably assigned, after written notice and opportunity to cure (if curable); or (h) substance abuse that is materially interferes with performance of your duties.
Benefits:
You will also be eligible to participate in the Company’s benefit plans, including:
•Reimbursement of up to $4,000 (US dollars) annually for physical health examinations.

•Reimbursement of up to $15,000 (US dollars) annually for financial planning services.

•Participation in the Restoration Plan. Under the Plan, 7% of your pay above the IRS pay limit that applies to 401(k) plans is credited each year and notionally invested as you choose. These amounts generally vest after 3 years of service.

All aspects of these and other benefits will be governed by the terms of the applicable plan or program as in place from time to time, which you understand may be changed by the Company at any time without advance notice.
Relocation Benefits:


Withholding:
You will be eligible to participate in the Company’s U.S. relocation policy for 1 year following your start date, per the terms of the policy.

All payments and benefits payable to you by the Company shall be subject to all applicable tax and other withholding.
Restrictive Covenants. As a condition of your employment, you will be required to sign and abide by non-solicitation and, except where legally impermissible, non-competition restrictions that are appropriate and necessary taking into account the seniority of your role and the scope of your duties. Full details will be provided to you separately prior to your start date.

ge_vernovaxstandardxcmykxe.gif
Confidentiality. You acknowledge that you will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the Company, its affiliates and its customers that constitutes a valuable asset of the Company and that is not available to the public. You agree that you will not use or disclose that confidential information, either during or after the termination of your employment, for any reason other than in the performance of your job and for the benefit of the Company and its affiliates. You further agree that you will sign the company’s Employee Invention and Proprietary Information Agreement as part of the on-boarding process and will abide by the terms of that Agreement. Notwithstanding the foregoing, nothing herein prohibits or restricts you from communicating with government or regulatory entities, legislative entities, or self-regulatory organizations without notice to or approval from the Company about possible violations of law.
Please note, this offer is contingent upon:
•you having the right to work in the United States;
•you successfully passing GE Vernova’s background checks;
•there being no legal reason you cannot take up this offer of employment; and
•your agreement to the conditions of employment described in the company's "Acknowledgement of Conditions of Employment". Your acknowledgment of this document and all required documentation will be collected electronically through the GE Vernova Hire onboarding tool. More information on how to access this tool will be provided shortly. Nothing in this letter constitutes or creates a contract of employment.
Lola, we are incredibly excited about the prospect of your joining our team. We look forward to your acceptance of this offer and response by email.
If you have any questions, please feel free to contact me.
Sincerely,
/s/ Scott Strazik
Scott Strazik
Please signify your acceptance of this offer letter:

/s/ Lola Lin                                8/13/2025          
Signature                                Date
EX-10.3 3 gev3q202510qexhibit103.htm EX-10.3 Document
Exhibit 10.3


GE Vernova
Annual Incentive Plan
(As amended and restated effective as of October 1, 2025)
I.    Purpose
The purpose of the GE Vernova Annual Incentive Plan (the “Plan”) is to provide to certain employees of the Company annual incentive compensation based upon the achievement of financial, business and other performance goals.
Effective as of the spin-off of GE Vernova Inc. (“GE Vernova”) as an independent public company (the “Vernova Spin-Off”), the GE Energy Annual Executive Incentive Plan was renamed and split into two plans: (i) the GE Vernova Annual Executive Incentive Plan (this “Plan”), maintained by GE Vernova, governing annual bonuses to be made for fiscal year 2024 and beyond and (ii) the GE Vernova Annual Executive Incentive Plan for Deferred Compensation Accounts (including its appendix) (the “Deferral Plan”), maintained by Ropcor, Inc. governing deferred awards for (a) active employees of the Company and Ropcor, Inc. (or its successor) and its Affiliates that comprise General Electric Company’s energy business (“GE Energy”) and (b) 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.
At the time of the Vernova Spin-Off, this Plan became effective and active eligible employees of the Company shall participate in this Plan to receive annual incentive payments.
Effective October 1, 2025, the Plan is hereby restated and renamed the GE Vernova Annual Incentive Plan.
II.    Eligibility
The Compensation Committee has the sole discretion to determine who is eligible to participate in the Plan. It is expected, however, that the following principles shall normally apply.
Eligibility shall generally be limited to employees who (i) are assigned to a job band at the Executive Band level (or equivalent as determined by the Chief People Officer (“CPO”) in his or her sole discretion) or above in a participating country, (ii) are compensated through the Company’s payroll and (iii) receive written notification of their eligibility from the Company. To be eligible for an award in any particular Plan Year, such employee must actively perform services for the Company during the entire Plan Year and through the date in the following year that awards are paid under the Plan (the “Active Employment Requirement”).

                                        
The Chief Executive Officer (“CEO”) or CPO (or a delegee thereof) in his or her sole discretion or the Compensation Committee in its sole discretion may waive the Active Employment Requirement in any case he, she, or it deems appropriate, so long as the employee actively performed services for the Company for a minimum of three consecutive months during the Plan Year. To successfully attract external candidates, exceptions to the three-month requirement may be granted to newly hired employees.
Any awards made in connection with a waiver of the Active Employment Requirement shall be prorated or otherwise paid as determined by the Compensation Committee in its sole discretion. To successfully attract external candidates, exceptions to the proration requirement may also be granted to newly hired employees.
An otherwise eligible employee who participates in another Company-sponsored bonus or incentive plan (for the entire Plan Year) is ineligible to receive an award under this Plan.
Receipt of an award for one Plan Year does not create a right to an award for any other Plan Year. All awards (including the amounts thereof) are made at the sole discretion of the Company, regardless of the individual’s, business’s or Company’s performance.
III.    Awards
The Compensation Committee shall determine each eligible employee’s award under the Plan as follows:
Individual Target
Prior to or at the beginning of each Plan Year, each eligible employee’s target award amount (the “Individual Target”) is determined by the Compensation Committee in its sole discretion. The Individual Target is based on the eligible employee’s job band and is equal to a percentage of the eligible employee’s base salary for the Plan Year as determined by the CEO or CPO (or a delegee thereof) in his or her sole discretion. Any Individual Target may be changed by the Company from time to time in its sole discretion. Being assigned an Individual Target does not guarantee that a bonus of any amount will be awarded.
Business Performance Target
At the beginning of each Plan Year, the financial, operating and strategic goals for each business are determined by the Compensation Committee. Based on these performance goals, a threshold, target and maximum level of performance for each business is established by the Compensation Committee, along with a related payout percentage. The Compensation Committee then determines the weighting of these goals and payout percentages to set the “Business Performance Target” for each business.
2
                                        
Business Performance Factor
After the end of the Plan Year, the Compensation Committee will assess each business’s quantitative performance against its Business Performance Target and qualitative performance in risk management, compliance and other areas. In assessing overall business performance, the Compensation Committee may (in its discretion) take into account the impact of external market conditions, corporate transaction activity and other considerations. This assessment is used by the Compensation Committee to determine an overall percentage by which the Individual Target of each eligible employee within that business shall be adjusted (the “Business Performance Factor”).
If an eligible employee has transferred employment from one Company business to another during a Plan Year (while remaining in active service), his or her Business Performance Factor will be adjusted based on rules determined by the CEO or CPO (or a delegee thereof) in his or her sole discretion.
Individual Performance Factor
Finally, the CEO or CPO (or a delegee thereof) shall appoint an individual (or group of individuals) who will determine (subject to approval by the Compensation Committee) a further factor by which to adjust the employee’s Individual Target based on the employee’s individual and/or team performance, leadership, risk management, compliance, integrity and other factors (the “Individual Performance Factor”). These determinations may not permit the size of the business’s bonus pool (the sum of Individual Targets for its eligible employees, as adjusted for the Business Performance Factor) to increase.
Other Adjustments
The Compensation Committee retains complete discretion to further adjust the award amount for any individual for any reason. For example, the Compensation Committee may modify award levels to address internal and external factors related to individual, business unit and Company performance and current and future projected business conditions, including factors such as internal parity, industry trends and market competitiveness, retention, dispute resolution and discipline.
IV.    Payment of Awards
Awards under the Plan will be reviewed and approved by the Compensation Committee. All individual awards are subject to review by successively higher levels of senior management, and review and approval by the Compensation Committee.
3
                                        
All approved awards will be paid as soon as practicable after such review, but in any event not later than March 15 of the year following the Plan Year (or such other date for participating countries outside of the United States as the Company may determine). Subject to Sections VIII and X, under no circumstances will an individual’s award under the Plan be considered final unless and until after it is calculated, determined, and paid to the individual, and all other conditions are satisfied will be issued via Company payroll (in the employee’s local currency) and are subject to all applicable payroll deductions and tax withholdings.
V.    Administration and Interpretation
The Plan shall be administered by the Compensation Committee, who shall have the full power to construe and interpret the Plan in its sole discretion, including exercising any and all authority and responsibility given to the Company in this document or in the Deferral Plan.
Without limiting the foregoing, the Compensation Committee shall have the power to:
(1) determine who is eligible to participate in the Plan;
(2) determine whether to waive the Active Employment Requirement for any individual;
(3) determine Individual Targets;
(4) establish the performance goals for each business (including Corporate) and its Business Performance Target;
(5) determine the Business Performance Factor for each business;
(6) adjust each business’s Business Performance Target and/or Business Performance Factor to reflect extraordinary or unusual events;
(7) otherwise determine the amount of awards consistent with the terms of the Plan; and
(8) establish or amend any rules or administrative procedures necessary or appropriate for Plan administration.
The Compensation Committee may delegate its authority and responsibility under the Plan, except with respect to the determination of (i) awards (including the underlying component calculation thereof, the waiver of the Active Employment Requirement, and the exception to any proration requirement) for individuals as described in the charter of the Compensation Committee and/or (ii) the Business Performance Factor. Accordingly, the CEO or the CPO, or the delegatee of either, may exercise the Compensation Committee’s authority and responsibility under the Plan with respect to the determination of awards for other individuals (excluding the determination of the Business Performance Factor).
4
                                        
Nothing contained in the Plan shall be interpreted or construed as a promise of employment by the Company for the Plan Year, or any other time period, or a guarantee of payment of an award.
VI.    Severability
This Plan (including any rules or administrative procedures established hereunder) represents the full and complete understanding between the Company and eligible employees with regard to terms of the Plan and any awards hereunder. The terms of the Plan (including any rules or administrative procedures) shall control in the event of inconsistencies with any other Company documents or any statements made by Company employees concerning the Plan.
If a final determination is made by a court of competent jurisdiction (or duly assigned arbitrator) that any provision contained in the Plan is unlawful, the Plan shall be considered amended in that instance to apply to such extent as the court/arbitrator may determine to be enforceable, but only to the extent consistent with the original intent of the drafter. Alternatively, if such a court/arbitrator finds that any provision contained in this Plan is unlawful -- and that provision cannot be amended, consistent with the original intent of the drafter, so as to make it lawful -- such finding shall not affect the effectiveness of any other provision of this Plan.
VII.    Non-Assignability and Accounting
The right to any awards or any other rights under the Plan, are not assignable in any manner whatsoever (except to the extent of beneficiary designations made pursuant to established administrative procedures). No employee may create a lien or any other encumbrance on any present or future interest he or she may have under the Plan.
VIII.    Additional Limitations (Clawbacks)
The Plan will be administered in compliance with Section 10D of the Securities Exchange Act of 1934, as amended, 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 GE Vernova may be traded, and any Company policy adopted with respect to compensation recoupment, to the extent the application of such rules, regulations and/or policies is permissible under applicable local law. This Section VIII will not be the Company’s exclusive remedy with respect to such matters.
IX.    Deferrals
Eligible employees who are employed within the United States may elect to defer awards that may be granted under this Plan to the extent permitted under the Deferral Plan, in accordance with the terms of the Deferral Plan, as determined by the Compensation Committee.
5
                                        

X. Amendment & Termination
This Plan is offered at the sole discretion of GE Vernova, which reserves the right to modify, adjust, change, or terminate this Plan at any time and for any reason. Any amounts that have been paid under this Plan are subject to modification, adjustment, change or termination only as described in Section VIII or XII (Overpayment) of this Plan. Any amounts that have been deferred pursuant to the Deferral Plan will be governed by the terms of the Deferral Plan and are subject to modification, adjustment, change or termination only as described in the Deferral Plan or as agreed upon by the employee (or beneficiary) and, in each case, only as permitted by the Deferral Plan.
XI.    Dispute Resolution
Questions or concerns related to this Plan or any Plan awards should be addressed to the employee’s Human Resources Manager or business Compensation Manager. Any formal employee-initiated dispute relative to the Plan or awards will be addressed pursuant to the Company’s then current applicable internal grievance or alternative dispute resolution program, including any final and binding arbitration procedure, consistent with applicable laws and regulations.
XII.    Additional Terms
Plan Effective Date and Plan Year:
The General Electric Company Annual Executive Incentive Plan originally became effective as of January 1, 2018, and this Plan became effective as of the Vernova Spin-Off for eligible employees of the Company for annual incentive awards. This Plan restatement is effective October 1, 2025.
Affiliate:
“Affiliate” shall mean any company or business entity connected by a direct or indirect 50% or more interest, whether or not a participating employer in the Plan.
Company:
The “Company” shall mean GE Vernova and its Affiliates that participate in the Plan.
Compensation Committee:
The “Compensation Committee” shall mean the compensation committee of the Board of Directors of GE Vernova.
6
                                        
Deferral Plan:
The “Deferral Plan” shall mean the GE Vernova Annual Executive Incentive Plan for Deferred Compensation Accounts (including its Appendix).
Applicable Law:
The place of administration of the Plan shall be deemed within the State of New York. The Plan shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions therein, to the extent permissible under applicable local law.
Awards that are not deferred are intended to be exempt from Section 409A of the Internal Revenue Code, and awards that are deferred pursuant to the Deferral Plan are intended to be fully compliant with Section 409A. In each case, this Plan and the Deferral Plan shall be administered and interpreted in a manner consistent with such intent, including in a manner that avoids the imposition of penalties under Section 409A.
GE Vernova:
“GE Vernova” shall mean GE Vernova Inc.
Overpayment:
To the extent permitted under applicable law, in the event that a Plan participant receives an overpayment or otherwise owes the Company money which has not been repaid during the course of or at the conclusion of employment with the Company, the Company reserves the right to adjust any award under the Plan by the amount of the overpayment or to otherwise recover the overpayment by any lawful means. If such deductions are insufficient, the employee will be required to reimburse the Company for the balance, unless expressly waived by the Company.

7
EX-31.1 4 gev3q202510qexhibit311.htm EX-31.1 Document
Exhibit 31.1
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: October 22, 2025
/s/ Scott Strazik
Scott Strazik
Chief Executive Officer
(Principal Executive Officer)
EX-31.2 5 gev3q202510qexhibit312.htm EX-31.2 Document
Exhibit 31.2
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: October 22, 2025
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer
(Principal Financial Officer)
EX-32.1 6 gev3q202510qexhibit321.htm EX-32.1 Document
Exhibit 32.1
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 September 30, 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.

October 22, 2025
 
/s/ Scott Strazik
Scott Strazik
Chief Executive Officer
/s/ Kenneth Parks
Kenneth Parks
Chief Financial Officer