| Delaware | 001-41966 | 92-2646542 | |||||||||||||||||||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 58 Charles Street, | Cambridge, | MA | 02141 | ||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, par value $0.01 per share |
GEV |
New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||||||||
| 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 pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
| GE Vernova Inc. | |||||||||||
(Registrant) |
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| Date: April 22, 2026 | /s/ Matthew J. Potvin | ||||||||||
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Matthew J. Potvin
Vice President, Controller and Chief Accounting Officer
Principal Accounting Officer
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Three months ended March 31 |
|||
(Dollars in millions, except per share) |
2026 |
2025 |
Year-on-Year |
GAAP Metrics | |||
Total revenues |
$9,339 |
$8,032 |
16% |
Net income (loss) |
$4,750 |
$264 |
$4,485 |
Net income (loss) margin |
50.9% |
3.3% |
4,760 bps |
Diluted EPS |
$17.44 |
$0.91 |
F |
Cash from (used for) operating activities |
$5,188 |
$1,161 |
$4,027 |
Non-GAAP Metrics | |||
Organic revenues |
$8,587 |
$7,997 |
7% |
Adjusted EBITDA |
$896 |
$457 |
$439 |
Adjusted EBITDA margin |
9.6% |
5.7% |
390 bps |
Adjusted organic EBITDA margin |
9.1% |
5.2% |
390 bps |
Free cash flow |
$4,791 |
$975 |
$3,816 |
Three months ended March 31 |
|||
(Dollars in millions) |
2026 |
2025 |
Year-on-Year |
Orders |
$10,008 |
$6,263 |
60% |
Revenues |
$4,971 |
$4,449 |
12% |
Cost of revenues(a) |
$3,638 |
$3,368 |
|
Selling, general, and administrative expenses(a) |
$445 |
$468 |
|
Research and development expenses(a) |
$132 |
$109 |
|
Other segment (income)/expenses(b) |
$(55) |
$(13) |
|
Segment EBITDA |
$811 |
$517 |
$294 |
Segment EBITDA margin |
16.3% |
11.6% |
470 bps |
Three months ended March 31 |
|||
(Dollars in millions) |
2026 |
2025 |
Year-on-Year |
Orders |
$7,112 |
$3,366 |
111% |
Revenues |
$2,959 |
$1,840 |
61% |
Cost of revenues(a) |
$2,027 |
$1,272 |
|
Selling, general, and administrative expenses(a) |
$354 |
$330 |
|
Research and development expenses(a) |
$107 |
$82 |
|
Other segment (income)/expenses(b) |
$(57) |
$(49) |
|
Segment EBITDA |
$528 |
$205 |
$324 |
Segment EBITDA margin |
17.8% |
11.1% |
670 bps |
Three months ended March 31 |
|||
(Dollars in millions) |
2026 |
2025 |
Year-on-Year |
Orders |
$1,199 |
$640 |
87% |
Revenues |
$1,432 |
$1,850 |
(23)% |
Cost of revenues(a) |
$1,649 |
$1,840 |
|
Selling, general, and administrative expenses(a) |
$128 |
$134 |
|
Research and development expenses(a) |
$36 |
$33 |
|
Other segment (income)/expenses(b) |
$1 |
$(11) |
|
Segment EBITDA |
$(382) |
$(146) |
$(236) |
Segment EBITDA margin |
(26.7)% |
(7.9)% |
(1,880) bps |
ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP) | |||||||||||
Revenue(a) |
Segment EBITDA |
Segment EBITDA margin |
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For the three months ended March 31 |
2026 |
2025 |
V% |
2026 |
2025 |
V% |
2026 |
2025 |
V bps |
||
Power (GAAP) |
$4,971 |
$4,449 |
12% |
$811 |
$517 |
57% |
16.3% |
11.6% |
470bps |
||
Less: Acquisitions |
— |
— |
2 |
1 |
|||||||
Less: Business dispositions |
— |
— |
— |
— |
|||||||
Less: Foreign currency effect |
63 |
3 |
(3) |
6 |
|||||||
Power organic (Non-GAAP) |
$4,908 |
$4,446 |
10% |
$812 |
$511 |
59% |
16.5% |
11.5% |
500bps |
||
Electrification (GAAP) |
$2,959 |
$1,840 |
61% |
$528 |
$205 |
F |
17.8% |
11.1% |
670bps |
||
Less: Acquisitions |
486 |
— |
112 |
— |
|||||||
Less: Business dispositions |
26 |
38 |
54 |
48 |
|||||||
Less: Foreign currency effect |
129 |
2 |
24 |
1 |
|||||||
Electrification organic (Non-GAAP) |
$2,318 |
$1,800 |
29% |
$338 |
$156 |
F |
14.6% |
8.7% |
590bps |
||
Wind (GAAP) |
$1,432 |
$1,850 |
(23)% |
$(382) |
$(146) |
U |
(26.7)% |
(7.9)% |
(1,880) bps |
||
Less: Acquisitions |
— |
— |
— |
— |
|||||||
Less: Business dispositions |
— |
— |
— |
— |
|||||||
Less: Foreign currency effect |
47 |
(8) |
(53) |
(14) |
|||||||
Wind organic (Non-GAAP) |
$1,385 |
$1,857 |
(25)% |
$(329) |
$(132) |
U |
(23.8)% |
(7.1)% |
(1,670)bps |
||
(a) Includes intersegment sales of $32 million and $114 million for the three months ended March 31, 2026 and 2025, respectively. | |||||||||||
Three months ended March 31 |
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ORGANIC REVENUES (NON-GAAP) |
2026 |
2025 |
V% |
Total revenues (GAAP) |
$9,339 |
$8,032 |
16% |
Less: Acquisitions |
486 |
— |
|
Less: Business dispositions |
26 |
38 |
|
Less: Foreign currency effect |
240 |
(3) |
|
Organic revenues (Non-GAAP) |
$8,587 |
$7,997 |
7% |
Three months ended March 31 |
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EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP) |
2026 |
2025 |
V% |
Total equipment revenues (GAAP) |
$5,254 |
$4,197 |
25% |
Less: Acquisitions |
469 |
— |
|
Less: Business dispositions |
— |
— |
|
Less: Foreign currency effect |
149 |
(6) |
|
Equipment organic revenues (Non-GAAP) |
$4,636 |
$4,203 |
10% |
Total services revenues (GAAP) |
$4,084 |
$3,835 |
6% |
Less: Acquisitions |
17 |
— |
|
Less: Business dispositions |
26 |
38 |
|
Less: Foreign currency effect |
91 |
3 |
|
Services organic revenues (Non-GAAP) |
$3,950 |
$3,794 |
4% |
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP) |
Three months ended March 31 |
||
2026 |
2025 |
V% |
|
Net income (loss) (GAAP) |
$4,750 |
$264 |
F |
Add: Restructuring and other charges |
94 |
67 |
|
Add: (Gains) losses on purchases and sales of business interests(a) |
(4,494) |
(19) |
|
Add: Separation costs(b) |
23 |
45 |
|
Add: Non-operating benefit income |
(134) |
(115) |
|
Add: Depreciation and amortization(c) |
341 |
203 |
|
Add: Interest and other financial (income) charges – net(d)(e) |
(27) |
(55) |
|
Add: Provision (benefit) for income taxes(e) |
344 |
67 |
|
Adjusted EBITDA (Non-GAAP) |
$896 |
$457 |
96% |
Net income (loss) margin (GAAP) |
50.9% |
3.3% |
4,760 bps |
Adjusted EBITDA margin (Non-GAAP) |
9.6% |
5.7% |
390bps |
(a) Includes a pre-tax gain of $3,992 million related to the acquisition of the remaining 50% stake in Prolec GE from Xignux as a result of the
remeasurement of our previously held equity interest to fair value and an expense of $71 million for the impact of a fair value adjustment
to Prolec GE inventory that was recorded in Cost of equipment in the three months ended March 31, 2026. Includes a pre-tax gain of
$330 million related to the sale of our Proficy business in our Electrification segment in the three months ended March 31, 2026. Also
includes unrealized and realized (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.
(b) Costs incurred in the separation from GE, including system implementations, advisory fees, one-time stock option grant, and other one-
time costs.
(c) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences
included in Equity method investment income (loss) which is part of Other income (expense) - net.
(d) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
(e) Excludes interest (income) expense of zero and zero and provision (benefit) for income taxes of $10 million and $2 million for the three
months ended March 31, 2026 and 2025, respectively, related to our Financial Services business which, because of the nature of its
investments, is measured on an after-tax basis.
| |||
Three months ended March 31 |
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ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN (NON-GAAP) |
2026 |
2025 |
V% |
Adjusted EBITDA (Non-GAAP) |
$896 |
$457 |
96% |
Less: Acquisitions |
115 |
1 |
|
Less: Business dispositions |
54 |
48 |
|
Less: Foreign currency effect |
(51) |
(8) |
|
Adjusted organic EBITDA (Non-GAAP) |
$778 |
$416 |
87% |
Adjusted EBITDA margin (Non-GAAP) |
9.6% |
5.7% |
390bps |
Adjusted organic EBITDA margin (Non-GAAP) |
9.1% |
5.2% |
390bps |
Three months ended March 31 |
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FREE CASH FLOW (NON-GAAP) |
2026 |
2025 |
V% |
Cash from (used for) operating activities (GAAP) |
$5,188 |
$1,161 |
F |
Add: Gross additions to property, plant and equipment and internal-use software |
(397) |
(186) |
|
Free cash flow (Non-GAAP) |
$4,791 |
$975 |
F |