
Forward-Looking Statements Forward-Looking Statements This section highlights the inherent risks and uncertainties associated with forward-looking statements, covering operational, market, and economic factors - Forward-looking statements are subject to risks and uncertainties, including those related to the lean operating model, energy transition, demand for products/services, innovation, production capacity, and global economic trends5712 About GE Vernova About GE Vernova GE Vernova is a global leader in the electric power industry, dedicated to creating a reliable, secure, and sustainable electric power system - GE Vernova is a global leader in the electric power industry, focused on creating a reliable, secure, and sustainable electric power system, enabling electrification and decarbonization9 - The company's installed base generates approximately 25% of the world's electricity10 - GE Vernova reports three business segments: Power (gas, nuclear, hydro, and steam technologies), Wind (onshore and offshore wind turbines and blades), and Electrification (grid solutions, power conversion and storage, and electrification software technologies)11 Part I. Financial Information Item 1. Financial Statements and Supplementary Data This section presents the unaudited consolidated and combined financial statements of GE Vernova, including the Statement of Income (Loss), Financial Position, Cash Flows, Comprehensive Income (Loss), and Changes in Equity, along with detailed notes explaining the organization, accounting policies, and specific financial line items Consolidated and Combined Statement of Income (Loss) This statement details the company's revenues, expenses, and net income or loss for specified periods, reflecting overall profitability Financial Performance (Three Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :----------------------------- | :------------------ | :------------------ | :------------ | | Total revenues | 9,969 | 8,913 | +1,056 (+11.8%) | | Gross profit | 1,897 | 1,109 | +788 (+71.0%) | | Operating income (loss) | 366 | (359) | +725 (Turnaround) | | Net income (loss) attributable to GE Vernova | 452 | (96) | +548 (Turnaround) | | Basic EPS | 1.66 | (0.35) | +2.01 (Turnaround) | | Diluted EPS | 1.64 | (0.35) | +1.99 (Turnaround) | Financial Performance (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :----------------------------- | :------------------ | :------------------ | :------------ | | Total revenues | 27,112 | 24,376 | +2,736 (+11.2%) | | Gross profit | 5,213 | 3,962 | +1,251 (+31.6%) | | Operating income (loss) | 787 | (122) | +909 (Turnaround) | | Net income (loss) attributable to GE Vernova | 1,220 | 1,068 | +152 (+14.2%) | | Basic EPS | 4.47 | 3.90 | +0.57 (+14.6%) | | Diluted EPS | 4.41 | 3.85 | +0.56 (+14.5%) | Consolidated and Combined Statement of Financial Position This statement presents the company's assets, liabilities, and equity at specific points in time, providing a snapshot of its financial health Key Financial Position Data | Metric | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | Change | | :---------------------------------- | :-------------------------- | :-------------------------- | :------- | | Total assets | 54,398 | 51,485 | +2,913 | | Current assets | 36,278 | 34,153 | +2,125 | | Inventories, including deferred inventory costs | 10,032 | 8,587 | +1,445 | | Current contract assets | 9,485 | 8,621 | +864 | | Total liabilities | 44,669 | 40,892 | +3,777 | | Current liabilities | 35,272 | 31,685 | +3,587 | | Contract liabilities and deferred income | 20,151 | 17,587 | +2,564 | | Total equity | 9,729 | 10,593 | (864) | Consolidated and Combined Statement of Cash Flows This statement reports the cash generated and used by operating, investing, and financing activities over a period, indicating liquidity Cash Flow Summary (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------------------------- | :------------------ | :------------------ | :------------ | | Net income (loss) | 1,209 | 1,075 | +134 | | Cash from (used for) operating activities | 2,508 | 1,662 | +846 | | Cash from (used for) investing activities | (381) | 138 | (519) | | Cash from (used for) financing activities | (2,635) | 3,489 | (6,124) | | Increase (decrease) in cash, cash equivalents, and restricted cash | (259) | 5,844 | (6,103) | | Cash, cash equivalents, and restricted cash at September 30 | 7,945 | 7,395 | +550 | - Operating cash flow increased by $846 million in 2025 compared to 2024, primarily driven by higher net income and increased contract liabilities190 - Financing cash flow decreased by $6.1 billion in 2025 compared to 2024, primarily due to the non-recurrence of transfers from parent ($2.9 billion), $2.2 billion in share repurchases, and $200 million in dividends paid194 Consolidated and Combined Statement of Comprehensive Income (Loss) This statement presents net income alongside other comprehensive income items, offering a broader view of financial performance Comprehensive Income (Loss) (Three Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :------------------------------------ | :------------------ | :------------------ | :------------ | | Net income (loss) attributable to GE Vernova | 452 | (96) | +548 | | Other comprehensive income (loss) | 7 | — | +7 | | Comprehensive income (loss) attributable to GE Vernova | 459 | (96) | +555 | Comprehensive Income (Loss) (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :------------------------------------ | :------------------ | :------------------ | :------------ | | Net income (loss) attributable to GE Vernova | 1,220 | 1,068 | +152 | | Other comprehensive income (loss) | 324 | (395) | +719 | | Comprehensive income (loss) attributable to GE Vernova | 1,540 | 672 | +868 | Consolidated and Combined Statement of Changes in Equity This statement details the changes in each component of shareholders' equity over a period, including net income, dividends, and other adjustments Equity Changes (Nine Months Ended September 30, 2025) | Metric | Amount (Millions USD) | | :------------------------------------ | :-------------------- | | Balances as of January 1, 2025 | 10,593 | | Net income (loss) | 1,220 | | Dividends declared | (205) | | Repurchase of common stock | (2,257) | | Currency translation adjustments – net of taxes | 471 | | Balances as of September 30, 2025 | 9,729 | - Common stock outstanding decreased from 275,880,314 shares at December 31, 2024, to 271,320,459 shares at September 30, 2025, primarily due to share repurchases1623 - The company repurchased 6.3 million shares for $2,241 million during the nine months ended September 30, 2025185 Note 1. Organization and Basis of Presentation This note describes GE Vernova's corporate structure, its spin-off from General Electric, and the foundational principles underlying its financial statements - GE Vernova Inc. completed its spin-off from General Electric Company (now GE Aerospace) on April 2, 202426 - The company is a global leader in the electric power industry, with segments in Power, Wind, and Electrification27 - Financial statements for periods prior to the Spin-Off are derived from GE's consolidated statements and do not necessarily reflect stand-alone operations27 Note 2. Summary of Significant Accounting Policies This note outlines the key accounting principles, methods, and estimates applied in preparing the financial statements - Financial statements require management estimates and assumptions, which could materially affect results if actual conditions differ31 - Revenue from customized goods and long-term construction contracts is recognized over time using the percentage of completion method3435 - Incremental contract losses for certain Offshore Wind contracts were $171 million for the three months ended and $296 million for the nine months ended September 30, 202538 Note 3. Assets and Liabilities Held for Sale This note provides details on assets and liabilities classified as held for sale, including specific business divestitures - Binding agreements were signed to sell the Proficy manufacturing software business and Linden VFT LLC, a merchant transmission facility4041 Assets and Liabilities Held for Sale (September 30, 2025) | Category | Amount (Millions USD) | | :-------------------------------- | :-------------------- | | Assets held for sale | 508 | | Liabilities held for sale | 80 | Note 4. Current and Long-Term Receivables This note details the composition of current and long-term receivables, including customer balances and allowances for credit losses Current Receivables – Net | Metric | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | | :-------------------------- | :-------------------------- | :-------------------------- | | Customer receivables | 5,661 | 6,312 | | Total current receivables – net | 7,374 | 8,177 | Allowance for Credit Losses (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | | :------------------------------------ | :------------------ | :------------------ | | Balance as of January 1 | 464 | 515 | | Net additions (releases) charged to costs and expenses | (1) | 34 | | Balance as of September 30 | 443 | 501 | - The Company sold $971 million and $1,073 million in current customer receivables in the nine months ended September 30, 2025 and 2024, respectively43 Note 5. Inventories, Including Deferred Inventory Costs This note provides a breakdown of inventory components, including raw materials, work in process, finished goods, and deferred inventory costs Inventories, Including Deferred Inventory Costs | Category | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | | :------------------------------------ | :-------------------------- | :-------------------------- | | Raw materials and work in process | 6,157 | 5,328 | | Finished goods | 3,064 | 2,490 | | Deferred inventory costs | 812 | 769 | | Total inventories, including deferred inventory costs | 10,032 | 8,587 | Note 6. Property, Plant, and Equipment This note details the company's property, plant, and equipment, including depreciation, amortization, and any impairment charges Property, Plant, and Equipment – Net | Metric | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | | :------------------------------------ | :-------------------------- | :-------------------------- | | Property, plant, and equipment – net | 5,555 | 5,150 | - Depreciation and amortization related to property, plant, and equipment was $446 million for the nine months ended September 30, 2025, compared to $715 million in the prior year46 - A non-cash pre-tax impairment charge of $108 million was recognized in the third quarter of 2024 due to restructuring at the Hydro Power business47 Note 7. Leases This note provides information on the company's operating and finance lease liabilities and associated expenses - Operating lease liabilities were $801 million as of September 30, 2025, up from $725 million at December 31, 202448 - Finance lease liabilities were $279 million as of September 30, 2025, up from $266 million at December 31, 202448 - Operating lease expense was $175 million for the nine months ended September 30, 2025, compared to $193 million in the prior year48 Note 8. Goodwill and Other Intangible Assets This note details the company's goodwill by segment and other intangible assets, including changes due to acquisitions, divestitures, and amortization Goodwill by Segment (September 30, 2025) | Segment | Amount (Millions USD) | | :-------------- | :-------------------- | | Power | 328 | | Wind | 3,306 | | Electrification | 693 | | Total | 4,327 | - Goodwill increased from $4,263 million at January 1, 2025, to $4,327 million at September 30, 2025, with $299 million reclassified to Assets held for sale due to the Proficy business sale49 - Intangible assets decreased $66 million during the nine months ended September 30, 2025, primarily due to amortization51 Note 9. Contract and Other Deferred Assets & Contract Liabilities and Deferred Income This note explains the balances and changes in contract assets, deferred assets, contract liabilities, and deferred income, including remaining performance obligations - Contract and other deferred assets increased $795 million in the nine months ended September 30, 2025, primarily due to revenue recognition ahead of billing milestones53 - Contract liabilities and deferred income increased $2,560 million in the nine months ended September 30, 2025, primarily due to new collections in excess of revenue recognition at Power and Electrification54 Remaining Performance Obligation (RPO) (September 30, 2025) | Category | Amount (Millions USD) | | :--------------- | :-------------------- | | Equipment | 54,092 | | Services | 81,177 | | Total RPO | 135,269 | Note 10. Current and All Other Assets This note provides details on the composition and changes in various current and long-term assets not categorized elsewhere - All other current assets increased $370 million for the nine months ended September 30, 2025, primarily due to the reclassification of China XD Electric Co., Ltd from equity method investments60 - All other assets increased $643 million in the nine months ended September 30, 2025, primarily due to increases in long-term receivables and pension surplus60 Note 11. Equity Method Investments This note details the company's investments accounted for under the equity method, including changes in balances and income recognized Equity Method Investment Balance | Metric | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | | :-------------------------- | :-------------------------- | :-------------------------- | | Total investment balance | 1,916 | 2,149 | Equity Method Income (Loss) (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | | :-------------------------- | :------------------ | :------------------ | | Total equity method income (loss) | 205 | 44 | - The investment in China XD Electric Co., Ltd. was reclassified to All other current assets after selling portions of shares in Q1 and Q3 202568 Note 12. Accounts Payable and Equipment Project Payables This note provides a breakdown of accounts payable, including trade payables and amounts related to supply chain finance programs Accounts Payable and Equipment Project Payables | Category | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | | :------------------------------------ | :-------------------------- | :-------------------------- | | Trade payables | 5,887 | 4,966 | | Supply chain finance programs | 2,172 | 2,051 | | Total accounts payable and equipment project payables | 9,541 | 8,602 | - Total supplier invoices paid through third-party supply chain finance programs were $3,166 million for the nine months ended September 30, 2025, compared to $2,642 million in the prior year62 Note 13. Postretirement Benefit Plans This note details the costs and income associated with the company's principal pension, other pension, and retiree benefit plans Non-operating benefit costs (income) (Nine Months Ended September 30) | Plan Type | 2025 (Millions USD) | 2024 (Millions USD) | | :-------------------------- | :------------------ | :------------------ | | Principal pension | (263) | (279) | | Other pension | (44) | (71) | | Principal retiree benefit | (41) | (49) | - Defined contribution plan expenses for U.S. employees were $119 million for the nine months ended September 30, 2025, compared to $110 million in the prior year66 Note 14. Current and All Other Liabilities This note provides information on various current and long-term liabilities not categorized elsewhere, including product warranties and operating lease liabilities - All other current liabilities increased $3 million in the nine months ended September 30, 202567 - 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 liabilities67 Note 15. Income Taxes This note details the company's effective tax rates, factors influencing them, and potential future tax impacts like valuation allowance releases - The effective tax rate was 39.2% for the three months and 29.8% for the nine months ended September 30, 2025, higher than the U.S. statutory rate of 21% due to losses providing no tax benefit and finalization of pre-Spin-Off tax attributes70 - Insignificant tax expenses were incurred in connection with Pillar Two global minimum tax in the nine months ended September 30, 202573 - It is reasonably possible that a significant portion of the U.S. valuation allowance against deferred tax assets could be released in the fourth quarter of 2025 due to anticipated future profitability74 Note 16. Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock This note provides details on the AOCI balance and changes in common stock, including share repurchases and currency translation adjustments - The Accumulated Other Comprehensive Income (Loss) (AOCI) balance improved from $(1,759) million at January 1, 2025, to $(1,438) million at September 30, 2025, primarily due to currency translation adjustments1776 - The company repurchased 1.1 million shares for $658 million during the three months ended September 30, 2025, and 6.3 million shares for $2,241 million during the nine months ended September 30, 202578 Note 17. Earnings Per Share Information This note presents the calculation of basic and diluted earnings per share, including the weighted-average shares outstanding Earnings Per Share (Three Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | | :------------------------------------ | :------------------ | :------------------ | | Net income (loss) attributable to GE Vernova | 452 | (96) | | Basic weighted-average shares outstanding | 272 | 275 | | Diluted weighted-average shares outstanding | 275 | 275 | | Basic EPS | 1.66 | (0.35) | | Diluted EPS | 1.64 | (0.35) | Earnings Per Share (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | | :------------------------------------ | :------------------ | :------------------ | | Net income (loss) attributable to GE Vernova | 1,220 | 1,068 | | Basic weighted-average shares outstanding | 273 | 274 | | Diluted weighted-average shares outstanding | 277 | 277 | | Basic EPS | 4.47 | 3.90 | | Diluted EPS | 4.41 | 3.85 | Note 18. Other Income (Expense) – Net This note details various non-operating income and expense items, including equity method income, interest, and gains or losses from business interests Other Income (Expense) – Net (Three Months Ended September 30) | Category | 2025 (Millions USD) | 2024 (Millions USD) | | :------------------------------------ | :------------------ | :------------------ | | Equity method investment income (loss) | 78 | (1) | | Net interest and investment income (loss) | 91 | 21 | | Gains (losses) on purchases and sales of business interests | 44 | 7 | | Total other income (expense) – net | 221 | 71 | Other Income (Expense) – Net (Nine Months Ended September 30) | Category | 2025 (Millions USD) | 2024 (Millions USD) | | :------------------------------------ | :------------------ | :------------------ | | Equity method investment income (loss) | 205 | 44 | | Net interest and investment income (loss) | 125 | 48 | | Gains (losses) on purchases and sales of business interests | 66 | 859 | | Total other income (expense) – net | 455 | 1,025 | - The 2024 nine-month figure included an $853 million pre-tax gain related to the sale of a portion of Steam Power nuclear activities to EDF84 Note 19. Financial Instruments This note describes the company's use of financial instruments, particularly derivatives, to manage exposure to foreign currency, interest rate, and commodity risks - The company uses foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities, with maximum remaining maturities of up to 14 years8687 Gross Fair Value of Outstanding Derivative Instruments (September 30, 2025) | Category | Gross Notional (Millions USD) | Current Assets (Millions USD) | Non-Current Assets (Millions USD) | Current Liabilities (Millions USD) | Non-Current Liabilities (Millions USD) | | :------------------------------------ | :---------------------------- | :---------------------------- | :-------------------------------- | :--------------------------------- | :----------------------------------- | | Foreign currency exchange contracts accounted for as hedges | 6,718 | 89 | 122 | 35 | 56 | | Derivatives not accounted for as hedges | 34,140 | 429 | 195 | 356 | 175 | | Total gross derivatives | 40,858 | 518 | 317 | 391 | 230 | - The total amount in AOCI related to cash flow hedges was a net $95 million gain as of September 30, 2025, compared to a net $33 million gain as of December 31, 202488 Note 20. Variable Interest Entities (VIEs) This note provides information on the company's involvement with consolidated and unconsolidated variable interest entities - Consolidated VIEs had assets of $68 million and liabilities of $115 million as of September 30, 202594 - Investments in unconsolidated VIEs were $130 million as of September 30, 202595 Note 21. Commitments, Guarantees, Product Warranties, and Other Loss Contingencies This note details various contractual obligations, financial guarantees, product warranty liabilities, and other potential loss contingencies - Total investment commitments were $16 million and unfunded lending commitments were $65 million at September 30, 202596 - Indemnification commitments totaled $1,010 million, with a recorded liability of $674 million, including $219 million related to Spin-Off agreements98 - Product warranty liability was $1,486 million as of September 30, 2025, up from $1,370 million at December 31, 202499 - Asset retirement obligations were $548 million as of September 30, 2025, with $466 million related to nuclear decommissioning104 Note 22. Restructuring Charges and Separation Costs This note outlines the costs incurred for restructuring initiatives, including workforce reductions and plant closures, and expenses related to the company's separation Total Restructuring and Other Charges (Nine Months Ended September 30) | Category | 2025 (Millions USD) | 2024 (Millions USD) | | :------------------------------------ | :------------------ | :------------------ | | Workforce reductions | 144 | 159 | | Plant closures and associated costs and other asset write-downs | 37 | 251 | | Total restructuring and other charges | 197 | 417 | - A new restructuring plan approved on July 21, 2025, is expected to incur approximately $250 million to $275 million in costs, primarily for workforce reductions, with estimated savings of $250 million beginning in 2026109111 - Separation costs (benefits) were $122 million for the nine months ended September 30, 2025, compared to $(64) million in the prior year114 Note 23. Segment Information This note provides financial data disaggregated by the company's operating segments: Power, Wind, and Electrification, including revenues, EBITDA, and assets Total Segment Revenues (Nine Months Ended September 30) | Segment | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------- | :------------------ | :------------------ | :----------- | | Power | 14,019 | 12,696 | +1,323 (+10.4%) | | Wind | 6,742 | 6,592 | +150 (+2.3%) | | Electrification | 6,682 | 5,369 | +1,313 (+24.5%) | | Total | 27,443 | 24,657 | +2,786 (+11.3%) | Segment EBITDA (Nine Months Ended September 30) | Segment | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------- | :------------------ | :------------------ | :----------- | | Power | 1,931 | 1,457 | +474 (+32.5%) | | Wind | (373) | (607) | +234 (Reduced Loss) | | Electrification | 929 | 396 | +533 (+134.6%) | | Total | 2,487 | 1,247 | +1,240 (+99.4%) | Assets by Segment (September 30, 2025) | Segment | Amount (Millions USD) | | :-------------- | :-------------------- | | Power | 24,956 | | Wind | 10,894 | | Electrification | 8,426 | | Other | 10,122 | | Total assets | 54,398 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on GE Vernova's financial condition and operating results for the three and nine months ended September 30, 2025 and 2024, discussing key trends, segment performance, and non-GAAP financial measures Overview and Key Developments This section highlights significant corporate events, strategic acquisitions, and operational changes impacting the company's business - GE Vernova completed its separation from General Electric Company on April 2, 2024132 - GE Vernova will acquire the remaining 50% stake of Prolec GE for approximately $5.3 billion, expected to close by mid-2026133 - The estimated cost impact from global tariffs for the full year 2025 is trending towards the lower end of approximately $300 million to $400 million134 - The Power Conversion and Solar & Storage Solutions business units within the Electrification segment were combined to form a new business unit, Power Conversion & Storage, effective January 1, 2025135 Results of Operations Summary This section provides a high-level overview of the company's financial performance, including revenues, net income, and key non-GAAP metrics Summary of Results (Three Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :------------------------------------ | :------------------ | :------------------ | :------------ | | Total revenues | 9,969 | 8,913 | +1,056 (+11.8%) | | Net income (loss) | 453 | (99) | +552 (Turnaround) | | Diluted EPS | 1.64 | (0.35) | +1.99 (Turnaround) | | Adjusted EBITDA* | 811 | 243 | +568 (+233.7%) | Summary of Results (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :------------------------------------ | :------------------ | :------------------ | :------------ | | Total revenues | 27,112 | 24,376 | +2,736 (+11.2%) | | Net income (loss) | 1,209 | 1,075 | +134 (+12.5%) | | Diluted EPS | 4.41 | 3.85 | +0.56 (+14.5%) | | Adjusted EBITDA* | 2,038 | 957 | +1,081 (+113.0%) | | Cash flows from operating activities | 2,508 | 1,662 | +846 (+50.9%) | | Free cash flow* | 1,902 | 1,129 | +773 (+68.5%) | - Remaining Performance Obligation (RPO) increased to $135.3 billion as of September 30, 2025, up 14% from December 31, 2024, and 15% from September 30, 2024139142 Segment Operations This section analyzes the financial performance and key operational drivers of each of the company's distinct business segments Power Segment The Power segment experienced significant growth in RPO, revenues, and EBITDA, driven by strong demand for Gas Power equipment and services, favorable pricing, and increased productivity, despite additional investments and inflation impacts Power Segment RPO | Metric | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | Sep 30, 2024 (Millions USD) | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Equipment | 18,977 | 12,461 | 11,392 | | Services | 65,083 | 60,890 | 59,911 | | Total RPO | 84,060 | 73,351 | 71,303 | - Power segment RPO increased by $10.7 billion (15%) from December 31, 2024, and $12.8 billion (18%) from September 30, 2024, primarily due to Gas Power equipment and services157 Power Segment Revenues and EBITDA (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :------------ | | Total segment revenues | 14,019 | 12,696 | +1,323 (+10.4%) | | Segment EBITDA | 1,931 | 1,457 | +474 (+32.5%) | | Segment EBITDA margin | 13.8% | 11.5% | +2.3 pts | Wind Segment The Wind segment experienced a decrease in RPO and revenues for the three months ended September 30, 2025, but a significant improvement in EBITDA, primarily due to lower contract losses in Offshore Wind and more profitable equipment and productivity in Onshore Wind, despite policy uncertainty and tariffs Wind Segment RPO | Metric | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | Sep 30, 2024 (Millions USD) | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Equipment | 8,782 | 10,720 | 12,182 | | Services | 12,726 | 11,962 | 12,788 | | Total RPO | 21,508 | 22,682 | 24,969 | - Wind segment RPO decreased by $1.2 billion (5%) from December 31, 2024, and $3.5 billion (14%) from September 30, 2024, due to decreased orders at Onshore Wind (policy uncertainty) and Offshore Wind (contract execution)163 Wind Segment Revenues and EBITDA (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :------------ | | Total segment revenues | 6,742 | 6,592 | +150 (+2.3%) | | Segment EBITDA | (373) | (607) | +234 (Reduced Loss) | | Segment EBITDA margin | (5.5)% | (9.2)% | +3.7 pts | Electrification Segment The Electrification segment demonstrated strong growth in RPO, revenues, and EBITDA, primarily driven by increased demand for Grid Solutions products like switchgear, substation solutions, and transformers, as well as battery energy storage solutions from Power Conversion & Storage Electrification Segment RPO | Metric | Sep 30, 2025 (Millions USD) | Dec 31, 2024 (Millions USD) | Sep 30, 2024 (Millions USD) | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Equipment | 26,455 | 20,005 | 18,624 | | Services | 3,725 | 3,448 | 3,288 | | Total RPO | 30,179 | 23,453 | 21,912 | - Electrification segment RPO increased by $6.7 billion (29%) from December 31, 2024, and $8.3 billion (38%) from September 30, 2024, driven by demand for Grid Solutions and Power Conversion & Storage products169170 Electrification Segment Revenues and EBITDA (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :------------ | | Total segment revenues | 6,682 | 5,369 | +1,313 (+24.5%) | | Segment EBITDA | 929 | 396 | +533 (+134.6%) | | Segment EBITDA margin | 13.9% | 7.4% | +6.5 pts | Other Financial Information This section discusses gross profit, selling, general, and administrative costs, interest income, and effective tax rates Gross Profit and Margin (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :------------ | | Gross profit | 5,213 | 3,962 | +1,251 (+31.6%) | | Gross margin | 19.2% | 16.3% | +2.9 pts | - Selling, general, and administrative (SG&A) costs were flat for Q3 2025 YoY, but increased for YTD Q3 2025 to $3.6 billion from $3.4 billion, primarily due to higher stock-based compensation, labor inflation, and corporate costs, partially offset by cost reduction initiatives175 - Interest and other financial income (charges) – net increased for both the three and nine months ended September 30, 2025, driven by a higher average balance of invested funds178 - The effective tax rate for YTD Q3 2025 was 29.8%, higher than the U.S. statutory rate of 21%, primarily due to losses providing no tax benefit in certain jurisdictions179 Capital Resources and Liquidity This section assesses the company's cash position, dividend policy, share repurchase programs, debt levels, and credit ratings - Cash, cash equivalents, and restricted cash totaled $7.9 billion as of September 30, 2025184 - The Board declared a $0.25 per share quarterly dividend payable November 17, 2025185 - The company repurchased 6.3 million shares for $2.2 billion during the nine months ended September 30, 2025, under a $6 billion authorization185 Free Cash Flow (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :------------------------------------ | :------------------ | :------------------ | :------------ | | Cash from (used for) operating activities | 2,508 | 1,662 | +846 | | Additions to property, plant, and equipment and internal-use software | (606) | (533) | (73) | | Free cash flow | 1,902 | 1,129 | +773 | - Total debt, excluding finance leases, was less than $0.1 billion as of September 30, 2025196 Credit Ratings (as of filing date) | Agency | Outlook | Long-term | | :----- | :------- | :-------- | | S&P | Positive | BBB- | | Fitch | Positive | BBB | - GE Vernova RPO and other obligations related to GE credit support are approximately $10 billion, representing an over 71% reduction since the Spin-Off202 Recently Issued Accounting Pronouncements This section outlines new accounting standards issued by FASB and their potential impact on the company's financial reporting - FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, effective for fiscal years beginning after December 15, 2026203 - FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective for fiscal years beginning after December 15, 2024, with adoption planned for the fiscal year ended December 31, 2025204205 Critical Accounting Estimates This section discusses the significant judgments and assumptions management makes in preparing financial statements, which could affect reported results - The preparation of financial statements requires management to make estimates and assumptions about material matters that are uncertain, and actual results may differ from these estimates206 Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures used by management to assess performance, such as organic revenues and Adjusted EBITDA - Non-GAAP financial measures such as organic revenues, Adjusted EBITDA, and free cash flow are used to provide a more complete understanding of underlying operating results and trends by excluding non-cash or non-core items207 Organic Revenues (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :------------ | | Total revenues (GAAP) | 27,112 | 24,376 | +2,736 (+11.2%) | | Organic revenues (Non-GAAP) | 27,031 | 24,053 | +2,978 (+12.4%) | Adjusted EBITDA (Nine Months Ended September 30) | Metric | 2025 (Millions USD) | 2024 (Millions USD) | Change (YoY) | | :-------------------------- | :------------------ | :------------------ | :------------ | | Net income (loss) (GAAP) | 1,209 | 1,075 | +134 (+12.5%) | | Adjusted EBITDA (Non-GAAP) | 2,038 | 957 | +1,081 (+113.0%) | Item 3. Quantitative and Qualitative Disclosures About Market Risk States that GE Vernova is exposed to market risks primarily from fluctuations of foreign currency exchange rates, interest rates, and commodity prices, which are managed and mitigated with the use of financial instruments, including derivatives contracts - The company is exposed to market risks primarily from fluctuations of foreign currency exchange rates, interest rates, and commodity prices222 - These exposures are managed and mitigated with the use of financial instruments, including derivatives contracts, with prohibitions on speculative activities222 Item 4. Controls and Procedures Reports that the company's disclosure controls and procedures were effective as of September 30, 2025, and notes changes in internal control over financial reporting due to the exit from transition service agreements with GE Aerospace - The company's disclosure controls and procedures were effective as of September 30, 2025223 - Changes in internal control over financial reporting occurred during the quarter due to exiting various transition service agreements with GE Aerospace, primarily related to information technology systems224 Part II. Other Information Item 1. Legal Proceedings Refers to Note 21 for information regarding legal matters, indicating ongoing involvement in various arbitrations, class actions, litigation, investigations, and other legal, regulatory, or governmental actions in the normal course of business - The company is involved in various arbitrations, class actions, litigation, investigations, and other legal, regulatory, or governmental actions in the normal course of business, as detailed in Note 21226 Item 1A. Risk Factors Directs readers to the Annual Report on Form 10-K for a comprehensive list of risk factors that could materially and adversely affect the company's business, results of operations, cash flows, financial condition, and future prospects - The company is subject to a number of risks that could materially and adversely affect its business, results of operations, cash flows, financial condition, and/or future prospects, as identified in Item 1A. 'Risk Factors' in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024226 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports on the company's common stock repurchase activity under a $6 billion authorization and details purchases made during the three months ended September 30, 2025. It also mentions an issue with unregistered sales of RSP stock fund units that was subsequently resolved - The Board of Directors authorized up to $6 billion of common stock repurchases on December 10, 2024227 Share Repurchase Activity (Three Months Ended September 30, 2025) | Month | Total shares purchased (thousands) | Average price paid per share | | :-------- | :--------------------------------- | :--------------------------- | | July | 85 | $555.80 | | August | 738 | $612.94 | | September | 273 | $577.28 | | Total | 1,097 | $599.61 | - Approximately 80,000 shares of company common stock were purchased by Retirement Savings Plan (RSP) participants between July 1 and July 22, 2025, which were initially unregistered but subsequently registered on July 23, 2025228 Item 3. Defaults Upon Senior Securities States that there were no defaults upon senior securities - There were no defaults upon senior securities229 Item 4. Mine Safety Disclosures States that this item is not applicable to the company - Mine Safety Disclosures are not applicable to the company229 Item 5. Other Information Reports that none of the company's directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended September 30, 2025 - None of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2025230 Item 6. Exhibits Lists the exhibits filed as part of the 10-Q report, including agreements, certifications, and XBRL formatted financial statements - Exhibits include the Separation and Distribution Agreement, Certificate of Incorporation, By laws, offer letters, incentive plans, and various certifications (Rule 13a-14(a), Section 1350)231232233 - The financial statements are provided in XBRL (eXtensible Business Reporting Language) format234235 Signatures Signatures This section confirms the official signing and submission of the report by the authorized corporate officer - The report was signed by Matthew J. Potvin, Vice President, Controller and Chief Accounting Officer, on October 22, 2025237