
FORM 8-K Filing Information This section details the official filing information for GE Vernova Inc.'s Form 8-K, including registrant details, financial results announcement, exhibits, and official signatures Registrant Information This section provides the basic identification details for GE Vernova Inc., including its state of incorporation, SEC file number, address, and its common stock trading symbol (GEV) on the New York Stock Exchange - GE Vernova Inc. is incorporated in Delaware and its common stock (GEV) is registered on the New York Stock Exchange12 Item 2.02 Results of Operations and Financial Condition GE Vernova Inc. announced its third-quarter 2025 financial results on October 22, 2025, which are available on its investor relations website and attached as Exhibit 99 to this Form 8-K. The information is furnished, not filed, and not subject to certain liabilities under the Exchange Act - Third-quarter 2025 financial results were released on October 22, 2025, and are available on the company's investor relations website4 - The financial results are attached as Exhibit 99 and are furnished, not filed, meaning they are not subject to certain liabilities under Section 18 of the Securities Exchange Act of 193445 Item 9.01 Financial Statements and Exhibits This section lists the exhibits accompanying the Form 8-K, specifically Exhibit 99, which contains the third-quarter 2025 financial results, and Exhibit 104, the Inline XBRL formatted cover page - Exhibit 99 contains the third-quarter 2025 financial results released on GE Vernova Inc.'s website6 - Exhibit 104 is the cover page of the Current Report on Form 8-K formatted as Inline XBRL6 Signatures The report was officially signed on behalf of GE Vernova Inc. by Matthew J. Potvin, Vice President, Controller, and Chief Accounting Officer, on October 22, 2025 - The report was signed by Matthew J. Potvin, Vice President, Controller and Chief Accounting Officer, on October 22, 20258 Third Quarter 2025 Financial Results (Press Release) This section presents GE Vernova's third-quarter 2025 financial performance, including key highlights, strategic updates, reaffirmed guidance, and detailed segment results Executive Summary & Highlights GE Vernova reported strong third-quarter 2025 financial results, demonstrating robust orders and backlog growth, significant margin expansion, and positive free cash flow, driven by strong demand in Power and Electrification segments Q3 2025 Financial Highlights | Metric | Q3 2025 | YoY Change | | :----- | :------ | :--------- | | Orders (billions USD) | $14.6 | +55% organically | | Revenue (billions USD) | $10.0 | +12% (+10% organically) | | Net Income (billions USD) | $0.5 | N/A | | Net Income Margin (%) | 4.5 | N/A | | Adjusted EBITDA (billions USD) | $0.8 | N/A | | Adjusted EBITDA Margin (%) | 8.1 | N/A | | Cash from Operating Activities (billions USD) | $1.0 | N/A | | Free Cash Flow (billions USD) | $0.7 | Down YoY | | Cash Balance (billions USD) | $7.9 | N/A | - Backlog growth of $16 billion year-to-date, with Gas Power equipment backlog and slot reservation agreements increasing from 55 GW to 62 GW sequentially, and Electrification equipment backlog increasing $6.5 billion year-to-date to approximately $26 billion1113 - $2.4 billion in capital returned to shareholders year-to-date13 Company Updates GE Vernova announced strategic acquisitions and divestitures, continued capital returns to shareholders through share repurchases and dividends, and significant investments in capital expenditures and R&D to support its growth and energy transition initiatives - Announced acquisition of the remaining 50% stake of Prolec GE for $5.275 billion, expected to close by mid-2026, strengthening its position as a global grid equipment leader16 - Repurchased approximately 1.1 million shares for $0.7 billion in Q3 2025, contributing to a total of 6.3 million shares repurchased year-to-date through September 30, 2025, at an average price of $35720 - Paid a $0.25 per share quarterly dividend and declared a $0.25 per share fourth-quarter dividend20 - Announced an agreement to sell its Proficy® manufacturing software business to TPG for $0.6 billion, with the transaction expected to close in the first half of 202620 - Completed the acquisition of Alteia SAS, enhancing GE Vernova's AI capabilities and GridOS platform20 - Invested $0.2 billion in capital expenditures in Q3 2025, part of a commitment to invest $4 billion in capex through 202820 - Funded $0.3 billion in research and development (R&D) spending in Q3 2025, part of a commitment to invest $5 billion in R&D through 202820 2025 Financial Guidance GE Vernova reaffirmed its 2025 financial guidance, expecting revenue to trend towards the higher end of its range, with updated segment-specific expectations for Wind and Electrification reflecting evolving market conditions and performance 2025 Guidance Summary | Metric | 2025 Guidance | | :----- | :------------ | | Revenue (billions USD) | $36-$37 (trending towards higher end) | | Adjusted EBITDA Margin (%) | 8-9 | | Free Cash Flow (billions USD) | $3.0-$3.5 | - The impact of tariffs and resulting inflation is estimated to be trending toward the lower end of approximately $300-$400 million, net of mitigating actions18 - Segment Guidance Updates: * Power: Reaffirmed 6%-7% organic revenue growth and 14%-15% segment EBITDA margin * Wind: Organic revenue expected down high-single digits (compared to prior expectations of down mid-single digits), and ~$400 million of segment EBITDA losses (changed from $200-400 million, trending towards the bottom of the range) * Electrification: Trending towards 25% organic revenue growth (up from prior expectations of approximately 20%), and 14%-15% segment EBITDA margin (raising the lower end of prior expectations of 13-15%)21 Results by Reporting Segment This section details the financial performance of GE Vernova's Power, Wind, and Electrification segments for the third quarter and year-to-date 2025, highlighting orders, revenues, and EBITDA margins, along with key drivers for each segment's results Power Segment Performance The Power segment demonstrated strong growth in orders, revenues, and EBITDA margin in Q3 and YTD 2025, driven by increased Gas Power equipment volume and favorable pricing Power Segment Financials | Metric | Q3 2025 (millions USD) | Q3 2024 (millions USD) | YoY Change | YTD 2025 (millions USD) | YTD 2024 (millions USD) | YTD Change | | :----- | :--------------------- | :--------------------- | :--------- | :--------------------- | :--------------------- | :--------- | | Orders | $7,807 | $5,202 | +50% | $21,142 | $15,206 | +39% | | Revenues | $4,838 | $4,206 | +15% | $14,019 | $12,696 | +10% | | Segment EBITDA | $645 | $499 | +29% | $1,931 | $1,457 | +33% | | Segment EBITDA Margin (%) | 13.3 | 11.9 | +140 bps | 13.8 | 11.5 | +230 bps | - Organic orders increased +50%, primarily driven by Gas Power equipment more than doubling due to higher volume (20 heavy-duty units, including 13 HA turbines) and favorable pricing26 - Organic revenues increased +14%, led by Gas Power, with increased heavy-duty gas turbine deliveries, project commissioning, higher services volume, and favorable price26 Wind Segment Performance The Wind segment experienced a decrease in revenues but a significant improvement in EBITDA margin in Q3 2025, driven by Onshore Wind profitability and productivity, despite lower equipment orders Wind Segment Financials | Metric | Q3 2025 (millions USD) | Q3 2024 (millions USD) | YoY Change | YTD 2025 (millions USD) | YTD 2024 (millions USD) | YTD Change | | :----- | :--------------------- | :--------------------- | :--------- | :--------------------- | :--------------------- | :--------- | | Orders | $1,833 | $1,747 | +5% | $4,535 | $5,057 | (10)% | | Revenues | $2,647 | $2,891 | (8)% | $6,742 | $6,592 | +2% | | Segment EBITDA | $(61) | $(317) | +81% | $(373) | $(607) | +39% | | Segment EBITDA Margin (%) | (2.3) | (11.0) | +870 bps | (5.5) | (9.2) | +370 bps | - Organic orders increased +4%, driven by higher Onshore Wind services, which more than offset lower Onshore Wind equipment orders29 - Organic revenues decreased (9)%, primarily due to the nonrecurrence of a $0.5 billion settlement of a previously canceled Offshore Wind project and charges for blade events in Q3 202429 - Segment EBITDA margin improved +1,070 basis points organically, driven by Onshore Wind equipment profitability, price, and productivity, partially offset by tariffs29 Electrification Segment Performance The Electrification segment achieved substantial growth in orders, revenues, and EBITDA margin in Q3 2025, fueled by strong global demand for grid equipment and strategic solutions Electrification Segment Financials | Metric | Q3 2025 (millions USD) | Q3 2024 (millions USD) | YoY Change | YTD 2025 (millions USD) | YTD 2024 (millions USD) | YTD Change | | :----- | :--------------------- | :--------------------- | :--------- | :--------------------- | :--------------------- | :--------- | | Orders | $5,110 | $2,510 | +104% | $11,841 | $10,904 | +9% | | Revenues | $2,601 | $1,928 | +35% | $6,682 | $5,369 | +24% | | Segment EBITDA | $393 | $201 | +96% | $929 | $396 | Favorable | | Segment EBITDA Margin (%) | 15.1 | 10.4 | +470 bps | 13.9 | 7.4 | +650 bps | - Organic orders increased +102%, driven by strong demand for grid equipment in the Middle East, North America, and Europe, including $1.6 billion in orders for synchronous condensers in Saudi Arabia1433 - Organic revenues grew +32%, led by Grid Solutions (HVDC and switchgear growth) and Power Conversion and Storage (battery energy storage solutions)33 - Segment EBITDA margin grew +550 basis points organically, primarily due to volume, productivity, and price at Grid Solutions33 Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures, including organic revenues, EBITDA, and free cash flow, to their most comparable GAAP measures, explaining their purpose and limitations Purpose and Limitations This section explains that non-GAAP financial measures are supplemental tools used by management and investors to understand core operating results by excluding non-cash or non-recurring items. It also highlights that organic measures specifically exclude the effects of acquisitions, dispositions, and foreign currency to reveal underlying trends, while acknowledging the inherent limitations and advising against sole reliance on these measures - Non-GAAP financial measures are supplemental to U.S. GAAP, helping investors understand financial condition and operating results by excluding non-cash or other items not indicative of core operations35 - Organic measures provide a more complete understanding of underlying operating results and trends by excluding the effects of acquisitions, dispositions, and foreign currency37 - Management recognizes that non-GAAP measures have limitations, including potential comparability issues with other companies, and should not be considered in isolation from or as alternatives to U.S. GAAP measures36 Organic Revenues, EBITDA, and EBITDA Margin by Segment Reconciliation This section provides detailed reconciliations of GAAP to non-GAAP organic revenues, segment EBITDA, and segment EBITDA margins for the Power, Wind, and Electrification segments for both the three and nine months ended September 30, 2025, adjusting for acquisitions, dispositions, and foreign currency effects Q3 2025 Organic Revenues, EBITDA, and EBITDA Margin by Segment | Segment (Q3 2025) | GAAP Revenue (millions USD) | Organic Revenue (millions USD) | GAAP EBITDA (millions USD) | Organic EBITDA (millions USD) | GAAP EBITDA Margin (%) | Organic EBITDA Margin (%) | | :---------------- | :-------------------------- | :----------------------------- | :------------------------- | :--------------------------- | :----------------------- | :-------------------------- | | Power | $4,838 | $4,789 | $645 | $596 | 13.3 | 12.4 | | Wind | $2,647 | $2,619 | $(61) | $(2) | (2.3) | (0.1) | | Electrification | $2,601 | $2,537 | $393 | $399 | 15.1 | 15.7 | YTD 2025 Organic Revenues, EBITDA, and EBITDA Margin by Segment | Segment (YTD 2025) | GAAP Revenue (millions USD) | Organic Revenue (millions USD) | GAAP EBITDA (millions USD) | Organic EBITDA (millions USD) | GAAP EBITDA Margin (%) | Organic EBITDA Margin (%) | | :----------------- | :-------------------------- | :----------------------------- | :------------------------- | :--------------------------- | :----------------------- | :-------------------------- | | Power | $14,019 | $13,969 | $1,931 | $1,827 | 13.8 | 13.1 | | Wind | $6,742 | $6,757 | $(373) | $(301) | (5.5) | (4.5) | | Electrification | $6,682 | $6,636 | $929 | $924 | 13.9 | 13.9 | Total Organic Revenues and Equipment/Services Organic Revenues Reconciliation This section provides reconciliations of total GAAP revenues to organic revenues, and further breaks down equipment and services revenues into their organic components for both the three and nine months ended September 30, 2025, by adjusting for acquisitions, dispositions, and foreign currency effects Q3 2025 Organic Revenues | Metric (Q3 2025) | GAAP (millions USD) | Organic (millions USD) | YoY Change (Organic) | | :--------------- | :------------------ | :--------------------- | :------------------- | | Total Revenues | $9,969 | $9,826 | +10% | | Equipment Revenues | $5,880 | $5,792 | +10% | | Services Revenues | $4,089 | $4,034 | +11% | YTD 2025 Organic Revenues | Metric (YTD 2025) | GAAP (millions USD) | Organic (millions USD) | YTD Change (Organic) | | :---------------- | :------------------ | :--------------------- | :------------------- | | Total Revenues | $27,112 | $27,031 | +12% | | Equipment Revenues | $14,971 | $14,946 | +16% | | Services Revenues | $12,141 | $12,086 | +9% | Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation This section reconciles GAAP net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin for Q3 and YTD 2025, by adding back various non-operating or non-cash items such as restructuring charges, gains/losses on business interests, separation costs, non-operating benefit income, depreciation/amortization, interest, and income taxes. It also presents Adjusted Organic EBITDA and margin Q3 2025 Adjusted EBITDA and Margin | Metric (Q3 2025) | GAAP (millions USD) | Non-GAAP (Adjusted) (millions USD) | YoY Change (Adjusted) | | :--------------- | :------------------ | :-------------------------------- | :------------------- | | Net Income (Loss) | $453 | N/A | Favorable | | Adjusted EBITDA | N/A | $811 | Favorable | | Net Income (Loss) Margin (%) | 4.5 | N/A | +560 bps | | Adjusted EBITDA Margin (%) | N/A | 8.1 | +540 bps | | Adjusted Organic EBITDA (millions USD) | N/A | $833 | Favorable | | Adjusted Organic EBITDA Margin (%) | N/A | 8.5 | +600 bps | YTD 2025 Adjusted EBITDA and Margin | Metric (YTD 2025) | GAAP (millions USD) | Non-GAAP (Adjusted) (millions USD) | YTD Change (Adjusted) | | :---------------- | :------------------ | :-------------------------------- | :------------------- | | Net Income (Loss) | $1,209 | N/A | +12% | | Adjusted EBITDA | N/A | $2,038 | Favorable | | Net Income (Loss) Margin (%) | 4.5 | N/A | +10 bps | | Adjusted EBITDA Margin (%) | N/A | 7.5 | +360 bps | | Adjusted Organic EBITDA (millions USD) | N/A | $2,010 | +87% | | Adjusted Organic EBITDA Margin (%) | N/A | 7.4 | +290 bps | Free Cash Flow Reconciliation This section reconciles GAAP cash from operating activities to Free Cash Flow for both the three and nine months ended September 30, 2025, by deducting gross additions to property, plant, equipment, and internal-use software Q3 2025 Free Cash Flow | Metric (Q3 2025) | GAAP (millions USD) | Non-GAAP (Free Cash Flow) (millions USD) | YoY Change | | :--------------- | :------------------ | :---------------------------------------- | :--------- | | Cash from Operating Activities | $980 | N/A | (13)% | | Free Cash Flow | N/A | $732 | (24)% | YTD 2025 Free Cash Flow | Metric (YTD 2025) | GAAP (millions USD) | Non-GAAP (Free Cash Flow) (millions USD) | YTD Change | | :---------------- | :------------------ | :---------------------------------------- | :--------- | | Cash from Operating Activities | $2,508 | N/A | +51% | | Free Cash Flow | N/A | $1,902 | +68% | Forward-Looking Statements This section provides cautionary statements regarding forward-looking information, outlining inherent uncertainties and key risks that could impact actual financial results Cautionary Language This section contains cautionary statements regarding forward-looking information, emphasizing that such statements are based on current expectations and assumptions, are inherently uncertain, and are subject to various risks and uncertainties that could cause actual results to differ materially - The release contains forward-looking statements, identifiable by words such as 'believe', 'expect', 'anticipate', 'intend', 'plan', 'estimate', 'guidance', 'will', 'may,' and their negatives or derivatives52 - Forward-looking statements reflect current expectations, are based on judgments and assumptions, are inherently uncertain, and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially53 Key Risks and Uncertainties This section outlines various factors that could cause actual results to differ materially from forward-looking statements, including operational execution, market competition, supply chain disruptions, government policies, global economic trends, product quality, and regulatory changes - Key risks include the company's ability to successfully execute its lean operating model, innovate, compete, and manage significant disruptions in its supply chain (e.g., high cost or unavailability of raw materials)55 - Other significant factors are changes in government policies and priorities, shifts in demand related to energy transition, global economic trends, geopolitical risks, and product quality or safety failures55 - Additional risks encompass the ability to attract and retain personnel, protect intellectual property, execute capital allocation plans, potential credit rating downgrades, cybersecurity incidents, and changes in law, regulation, or policy55 Additional Information This section provides details on investor resources, including the company's website, social media, conference call information, and a brief overview of GE Vernova's mission and operations Investor Resources GE Vernova provides comprehensive investor resources, including its dedicated investor relations website and social media channels, where financial and other relevant information is regularly updated and posted - GE Vernova's website at https://www.gevernova.com/investors serves as a primary source for financial and other investor information, updated regularly5657 - Investors are encouraged to visit the company's LinkedIn and other social media accounts for additional information56 Conference Call and Webcast GE Vernova hosted an investor conference call and live webcast on October 22, 2025, to discuss its third-quarter results, with an archived version and accompanying slide presentation available on its investor website - An investor conference call was held on October 22, 2025, at 7:30 AM Eastern Time58 - The conference call was broadcast live via webcast, and an archived version, along with the slide presentation, is available on the investor section of the company's website58 About GE Vernova GE Vernova Inc. is a global energy company focused on leading the energy transition by electrifying and decarbonizing the world through its Power, Wind, and Electrification segments, supported by accelerator businesses - GE Vernova Inc. (NYSE: GEV) is a purpose-built global energy company comprising Power, Wind, and Electrification segments, supported by accelerator businesses59 - The company's mission is to lead the energy transition by electrifying and decarbonizing the world, guided by its purpose: 'The Energy to Change the World'59 - Headquartered in Cambridge, Massachusetts, U.S., GE Vernova has approximately 75,000 employees across about 100 countries59