Cover and table of contents

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 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					3
About GE Vernova					4
Part I					5
	Item 1. Financial Statements and Supplementary Data				5
		Consolidated and Combined Statement of Income (Loss)			5
		Consolidated and Combined Statement of Financial Position			6
		Consolidated and Combined Statement of Cash Flows			7
		Consolidated and Combined Statement of Comprehensive Income (Loss)			8
		Consolidated and Combined Statement of Changes in Equity			9
		Note	1	Organization and Basis of Presentation	11
		Note	2	Summary of Significant Accounting Policies	11
		Note	3	Assets and Liabilities Held for Sale	12
		Note	4	Current and Long-Term Receivables	12
		Note	5	Inventories, Including Deferred Inventory Costs	13
		Note	6	Property, Plant, and Equipment	13
		Note	7	Leases	13
		Note	8	Goodwill and Other Intangible Assets	14
		Note	9	Contract and Other Deferred Assets & Contract Liabilities and Deferred Income	14
		Note	10	Current and All Other Assets	15
		Note	11	Equity Method Investments	15
		Note	12	Accounts Payable and Equipment Project Payables	15
		Note	13	Postretirement Benefit Plans	15
		Note	14	Current and All Other Liabilities	16
		Note	15	Income Taxes	16
		Note	16	Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock	17
		Note	17	Earnings Per Share Information	17
		Note	18	Other Income (Expense) – Net	18
		Note	19	Financial Instruments	18
		Note	20	Variable Interest Entities (VIEs)	20
		Note	21	Commitments, Guarantees, Product Warranties, and Other Loss Contingencies	20
		Note	22	Restructuring Charges and Separation Costs	21
		Note	23	Segment Information	22
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations				25
	Item 3. Quantitative and Qualitative Disclosures About Market Risk				37
	Item 4. Controls and Procedures				37
Part II					38
	Item 1. Legal Proceedings				38
	Item 1A. Risk Factors				38
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds				38
	Item 3. Defaults Upon Senior Securities				38
	Item 4. Mine Safety Disclosures				38
	Item 5. Other Information				38
	Item 6. Exhibits				39
Signatures					40

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