GE Vernova 10-Q 2026-03-31
Filed 2026-04-22. 8 sections, 155K characters. Original on sec.gov · Markdown · JSON
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 March 31, 2026
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 268,719,995 shares of common stock with a par value of $0.01 per share outstanding at March 31, 2026.
TABLE OF CONTENTS
| Page | |||||
| Forward-Looking Statements | 3 | ||||
| About GE Vernova | 4 | ||||
| Part I | 5 | ||||
| Item 1. Financial Statements and Supplementary Data | 5 | ||||
| Consolidated Statement of Income (Loss) | 5 | ||||
| Consolidated Statement of Financial Position | 6 | ||||
| Consolidated Statement of Cash Flows | 7 | ||||
| Consolidated Statement of Comprehensive Income (Loss) | 8 | ||||
| Consolidated Statement of Changes in Equity | 9 | ||||
| Note | 1 | Organization and Basis of Presentation | 10 | ||
| Note | 2 | Summary of Significant Accounting Policies | 10 | ||
| Note | 3 | Assets and Liabilities Held for Sale | 10 | ||
| Note | 4 | Current and Long-Term Receivables | 11 | ||
| Note | 5 | Inventories, Including Deferred Inventory Costs | 11 | ||
| Note | 6 | Property, Plant, and Equipment | 11 | ||
| Note | 7 | Leases | 12 | ||
| Note | 8 | Acquisitions, Goodwill, and Other Intangible Assets | 12 | ||
| Note | 9 | Contract and Other Deferred Assets & Contract Liabilities and Deferred Income | 13 | ||
| Note | 10 | Current and All Other Assets | 14 | ||
| Note | 11 | Equity Method Investments | 14 | ||
| Note | 12 | Accounts Payable and Equipment Project Payables | 14 | ||
| Note | 13 | Postretirement Benefit Plans | 14 | ||
| Note | 14 | Long-term Borrowings | 14 | ||
| Note | 15 | Current and All Other Liabilities | 15 | ||
| Note | 16 | Income Taxes | 15 | ||
| Note | 17 | Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock | 16 | ||
| Note | 18 | Earnings Per Share Information | 16 | ||
| Note | 19 | Other Income (Expense) – Net | 16 | ||
| Note | 20 | Financial Instruments | 17 | ||
| Note | 21 | Variable Interest Entities (VIEs) | 18 | ||
| Note | 22 | Commitments, Guarantees, Product Warranties, and Other Loss Contingencies | 18 | ||
| Note | 23 | Restructuring Charges and Separation Costs | 19 | ||
| Note | 24 | Segment Information | 20 | ||
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 32 | ||||
| Item 4. Controls and Procedures | 32 | ||||
| Part II | 33 | ||||
| Item 1. Legal Proceedings | 33 | ||||
| Item 1A. Risk Factors | 33 | ||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 33 | ||||
| Item 3. Defaults Upon Senior Securities | 33 | ||||
| Item 4. Mine Safety Disclosures | 33 | ||||
| Item 5. Other Information | 33 | ||||
| Item 6. Exhibits | 34 | ||||
| Signatures | 35 |
2026 1Q 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”, “outlook”, “anticipate”,
“intend”, “plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions. These forward-looking statements
may include, among others, statements about our future performance, anticipated growth, and expectations in our business; the energy
transition; the demand for our products and services; our technologies and ability to innovate, anticipate, and address customer demands;
our ability to increase production capacity, efficiencies, and quality; our underwriting and risk management; the estimated impact of tariffs;
our product quality and costs; our cost management efforts; tax incentives; customer orders and commitments; project execution and
timelines; 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; our expected cash generation and management; our lean operating model; our capital allocation framework, including organic and
inorganic investments, share repurchases, and dividends; our restructuring programs; 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:
-
Quality issues or safety failures among our products, solutions, or services;
-
Significant supply chain or logistics disruptions, including cost or availability of materials or components;
-
Disruptions or capacity constraints at our manufacturing or operating facilities;
-
Our ability to manage our costs and achieve anticipated cost savings;
-
Our ability to execute and estimate long-term service obligations;
-
Our ability to successfully compete;
-
Our ability to innovate and successfully commercialize new technologies and manage our product cycles;
-
Achieving expected benefits from strategic transactions, joint ventures, and other third-party collaborations;
-
Issues with grid connectivity or our customers’ ability to sell generated electricity;
-
Our ability to manage customer and counterparty relationships and contracts;
-
Our ability to maintain our investment grade credit ratings;
-
Our access to capital or credit markets or other financing on acceptable terms;
-
Decarbonization and energy-transition dynamics;
-
Changes in energy, environmental, and tax laws and policies;
-
Challenges of operating globally, including complex legal, regulatory, and compliance risks;
-
Natural disasters, physical effects of climate change, pandemics, and other emergencies;
-
Geopolitical events;
-
Our ability to meet sustainability expectations, standards, and goals;
-
International trade policies;
-
Our ability to obtain, maintain, and comply with approvals, licenses, and permits;
-
Our ability to comply with laws and regulations and related compliance costs;
-
Impacts from claims, litigation, regulatory proceedings, and enforcement actions;
-
Our ability to attract and retain highly qualified personnel and impacts from any labor disputes or actions;
-
Our ability to secure, deploy, and protect our intellectual property rights and defend against third-party claims;
-
Foreign currency impacts;
-
Our ability to realize the benefits from our separation from, and our obligations to, General Electric Company;
-
Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic
investments, and other priorities;
-
The price, availability, volatility, and trading volumes of our common stock;
-
The amount and timing of our cash flows and earnings;
-
The impact of cybersecurity or data security incidents; 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, 2025, including in Item 1A. "Risk Factors" and Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations," 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.
2026 1Q 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 integrated 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,
Electrification, and Wind. Within our segments, Power includes gas, nuclear, and hydro technologies, providing a critical foundation of
dispatchable, flexible, stable, and reliable power. Electrification includes power transmission, grid systems integration, power conversion
and storage, and grid automation and software technologies required for the transmission, distribution, conversion, storage, and
orchestration of electricity from point of generation to point of consumption. Our Wind segment includes our wind generation technologies,
inclusive of onshore and offshore wind turbines and blades.
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.
2026 1Q FORM 10-Q 5
PART I
Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
| CONSOLIDATED STATEMENT OF INCOME (LOSS) (UNAUDITED) | ||
| Three months ended March 31 | ||
| (In millions, except per share amounts) | 2026 | 2025 |
| Sales of equipment | $5,254 | $4,197 |
| Sales of services | 4,084 | 3,835 |
| Total revenues | 9,339 | 8,032 |
| Cost of equipment | 4,714 | 3,915 |
| Cost of services | 2,843 | 2,647 |
| Gross profit | 1,781 | 1,470 |
| Selling, general, and administrative expenses | 1,298 | 1,188 |
| Research and development expenses | 304 | 239 |
| Operating income (loss) | 179 | 43 |
| Interest and other financial income (charges) – net | 28 | 56 |
| Non-operating benefit income | 134 | 115 |
| Other income (expense) – net (Note 19) | 4,762 | 119 |
| Income (loss) before income taxes | 5,103 | 332 |
| Provision (benefit) for income taxes (Note 16) | 354 | 68 |
| Net income (loss) | 4,750 | 264 |
| Net loss (income) attributable to noncontrolling interests | (4) | (11) |
| Net income (loss) attributable to GE Vernova | $4,745 | $254 |
| Earnings (loss) per share attributable to GE Vernova (Note 18): | ||
| Basic | $17.65 | $0.92 |
| Diluted | $17.44 | $0.91 |
| Weighted-average number of common shares outstanding: | ||
| Basic | 269 | 275 |
| Diluted | 272 | 279 |
2026 1Q FORM 10-Q 6
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED) | ||
| (In millions, except share and per share amounts) | March 31, 2026 | December 31, 2025 |
| Cash, cash equivalents, and restricted cash | $10,172 | $8,848 |
| Current receivables – net (Note 4) | 9,568 | 9,803 |
| Inventories, including deferred inventory costs (Note 5) | 11,919 | 10,429 |
| Current contract assets (Note 9) | 9,609 | 9,294 |
| All other current assets (Note 10) | 1,701 | 1,445 |
| Assets held for sale (Note 3) | — | 396 |
| Current assets | 42,969 | 40,216 |
| Property, plant, and equipment – net (Note 6) | 7,139 | 6,006 |
| Goodwill (Note 8) | 9,855 | 4,439 |
| Intangible assets – net (Note 8) | 4,543 | 727 |
| Contract and other deferred assets (Note 9) | 462 | 378 |
| Equity method investments (Note 11) | 1,396 | 1,834 |
| Deferred income taxes (Note 16) | 5,182 | 5,321 |
| All other assets (Note 10) | 4,066 | 4,095 |
| Total assets | $75,612 | $63,016 |
| Accounts payable and equipment project payables (Note 12) | $9,572 | $8,809 |
| Contract liabilities and deferred income (Note 9) | 31,830 | 25,774 |
| All other current liabilities (Note 15) | 6,691 | 6,310 |
| Liabilities held for sale (Note 3) | — | 79 |
| Current liabilities | 48,094 | 40,972 |
| Long-term borrowings (Note 14) | 2,806 | 265 |
| Deferred income taxes (Note 16) | 1,298 | 1,162 |
| Non-current compensation and benefits | 3,195 | 3,171 |
| All other liabilities (Note 15) | 5,154 | 5,151 |
| Total liabilities | 60,547 | 50,720 |
| Commitments and contingencies (Note 22) | ||
| Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 268,719,995 and 269,529,464 shares outstanding as of March 31, 2026 and December 31, 2025, respectively | 3 | 3 |
| Additional paid-in capital | 9,414 | 9,813 |
| Retained earnings | 10,762 | 6,154 |
| Treasury common stock, 10,196,613 and 8,397,266 shares at cost as of March 31, 2026 and December 31, 2025, respectively | (4,684) | (3,385) |
| Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 17) | (1,574) | (1,407) |
| Total equity attributable to GE Vernova | 13,922 | 11,178 |
| Noncontrolling interests | 1,143 | 1,118 |
| Total equity | 15,065 | 12,296 |
| Total liabilities and equity | $75,612 | $63,016 |
2026 1Q FORM 10-Q 7
| CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) | Three months ended March 31 | |
| (In millions) | 2026 | 2025 |
| Net income (loss) | $4,750 | $264 |
| Adjustments to reconcile net income (loss) to cash from (used for) operating activities | ||
| Depreciation and amortization of property, plant, and equipment (Note 6) | 166 | 149 |
| Amortization of intangible assets (Note 8) | 176 | 56 |
| (Gains) losses on purchases and sales of business interests | (4,405) | (21) |
| Principal pension plans – net (Note 13) | (90) | (89) |
| Other postretirement benefit plans – net (Note 13) | (80) | (44) |
| Provision (benefit) for income taxes (Note 16) | 354 | 68 |
| Cash recovered (paid) during the year for income taxes | (534) | (145) |
| Changes in operating working capital: | ||
| Decrease (increase) in current receivables | 610 | 918 |
| Decrease (increase) in inventories, including deferred inventory costs | (930) | (432) |
| Decrease (increase) in current contract assets | (417) | (345) |
| Increase (decrease) in accounts payable and equipment project payables | 473 | (269) |
| Increase (decrease) in contract liabilities and current deferred income | 5,574 | 1,124 |
| All other operating activities | (457) | (74) |
| Cash from (used for) operating activities | 5,188 | 1,161 |
| Additions to property, plant, and equipment and internal-use software | (397) | (186) |
| Dispositions of property, plant, and equipment | 177 | 34 |
| Purchases of and contributions to equity method investments | (10) | (6) |
| Sales of and distributions from equity method investments | 44 | 90 |
| Net cash paid for principal businesses purchased | (4,886) | (40) |
| Proceeds from principal business dispositions | 598 | — |
| All other investing activities | 183 | 15 |
| Cash from (used for) investing activities | (4,291) | (93) |
| Newly issued debt (maturities longer than 90 days) | 2,567 | — |
| Dividends paid to stockholders | (137) | (69) |
| Purchases of common stock for treasury | (1,278) | (1,101) |
| All other financing activities | (711) | (86) |
| Cash from (used for) financing activities | 442 | (1,257) |
| Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | (16) | 90 |
| Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within assets held for sale | 1,323 | (98) |
| Less: Net increase (decrease) in cash classified within assets held for sale | (2) | — |
| Increase (decrease) in cash, cash equivalents, and restricted cash | 1,324 | (98) |
| Cash, cash equivalents, and restricted cash at beginning of year | 8,848 | 8,205 |
| Cash, cash equivalents, and restricted cash as of March 31 | $10,172 | $8,107 |
2026 1Q FORM 10-Q 8
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | ||
| Three months ended March 31 | ||
| (In millions) | 2026 | 2025 |
| Net income (loss) attributable to GE Vernova | $4,745 | $254 |
| Net loss (income) attributable to noncontrolling interests | (4) | (11) |
| Net income (loss) | $4,750 | $264 |
| Other comprehensive income (loss): | ||
| Currency translation adjustments – net of taxes | (72) | 154 |
| Benefit plans – net of taxes | (29) | (73) |
| Cash flow hedges – net of taxes | (63) | 21 |
| Other comprehensive income (loss) | $(164) | $102 |
| Comprehensive income (loss) | $4,585 | $367 |
| Comprehensive loss (income) attributable to noncontrolling interests | (7) | (14) |
| Comprehensive income (loss) attributable to GE Vernova | $4,579 | $353 |
2026 1Q FORM 10-Q 9
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) | ||||||||
| Common stock | ||||||||
| (In millions) | Common shares outstanding | Par value | Additional paid-in capital | Retained earnings | Treasury common ** |
Showing the first 8K of 69K characters. Open the full section
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 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 months ended March 31, 2026 and 2025. 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, 2025. 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 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."
Prolec GE. On February 2, 2026, we completed the acquisition of the remaining 50% stake of Prolec GE, our former unconsolidated joint
venture with Xignux, in exchange for cash consideration of approximately $5.3 billion. Prolec GE is an electric industry leader in North
America, with approximately 10,000 employees across seven manufacturing sites in the Americas, including five in the U.S. It produces a
wide variety of transformers and transformer components for the generation, transmission, and distribution of electricity, complemented by
its broad transformer services offering. Net assets and results of operations of Prolec GE are included in our results commencing on
February 2, 2026 and are reported within the Electrification segment. As a result of this acquisition, we remeasured our previously held
equity interest to fair value, with the resulting pre-tax gain of $4.0 billion recognized within Other income (expense) – net in our
Consolidated Statement of Income during the first quarter of 2026.
Long-term Borrowings. On February 4, 2026, we issued $2.6 billion aggregate principal amount of senior notes, consisting of $0.6 billion,
$1.0 billion, and $1.0 billion due February 2031, 2036, and 2056, respectively. The proceeds from the debt offering were used for general
corporate purposes, including financing a portion of the acquisition of the remaining 50% stake of Prolec GE.
Offshore Wind. At Offshore Wind, we continue to experience pressure related to our project costs and execution timelines, as we deliver
on our existing backlog. On December 22, 2025, the United States Department of Interior announced that it was pausing the leases for all
large-scale offshore wind projects under construction in the United States, which had a direct impact on the Vineyard Wind project
completion timeline. On January 27, that pause was lifted and during the first quarter of 2026, we successfully completed the installation of
all remaining wind turbines at the Vineyard Wind project and now have moved on to the remaining commissioning activities. As we work
through the final stages of the project, we are working with our customer to resolve outstanding claims and counterclaims.
Tariffs. Throughout 2025 and 2026, the United States and other countries imposed global tariffs. These tariffs have resulted, and any
future tariffs will result, in additional costs to us. The current total estimated cost impact from the global tariffs as outlined is approximately
$250 million to $350 million in 2026, after taking into consideration contractual protections and mitigating actions. The actual impacts of
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.
Business Unit Realignment. Effective January 1, 2026, we realigned the reporting of certain of our business units. Historical financial
information presented within this report conforms to the new business unit structure within the Power, Electrification, and Wind segments.
- Within our Power segment, our Steam Power business unit was realigned into Nuclear Power, Hydro Power, and Gas Power. In
addition, a component of our former Electrification Software business unit was realigned into Gas Power.
- Within our Electrification segment, we revised our Grid Solutions business unit into three new business units, Power Transmission,
Grid Systems Integration, and Grid Automation & Software. In addition, a component of our former Electrification Software business
unit was realigned into Grid Automation & Software and another component was realigned into Gas Power within our Power segment.
- Within our Wind segment, we combined our Onshore Wind and LM Wind Power business units into Onshore Wind.
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.
2026 1Q FORM 10-Q 23
- 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.
RESULTS OF OPERATIONS
Summary of Results. RPO was $163.3 billion and $123.4 billion as of March 31, 2026 and 2025, respectively. For the three months ended
March 31, 2026, total revenues were $9.3 billion, an increase of $1.3 billion for the quarter. Net income (loss) was $4.7 billion, an increase
of $4.5 billion in net income for the quarter, and net income (loss) margin was 50.9%. Diluted earnings (loss) per share was $17.44 for the
three months ended March 31, 2026, an increase in diluted earnings per share of $16.53 for the quarter. Cash flows from (used for)
operating activities were $5.2 billion and $1.2 billion for the three months ended March 31, 2026 and 2025, respectively.
For the three months ended March 31, 2026, Adjusted EBITDA* was $0.9 billion, an increase of $0.4 billion. Free cash flow* was $4.8
billion and $1.0 billion for the three months ended March 31, 2026 and 2025, 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 financial statements for further information.
| RPO | March 31, 2026 | December 31, 2025 | March 31, 2025 |
| Equipment | $75,924 | $64,245 | $45,478 |
| Services | 87,352 | 85,993 | 77,959 |
| Total RPO | $163,276 | $150,238 | $123,438 |
As of March 31, 2026, RPO increased $13.0 billion (9%) from December 31, 2025, primarily at Electrification, due to the acquisition of
Prolec GE and demand for switchgear and transformers at Power Transmission, and demand for alternating current substation solutions at
Grid Systems Integration; at Power, due to increases at Gas Power from Heavy-Duty Gas Turbines and Nuclear Power services; partially
offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our contracts. RPO increased $39.8 billion (32%) from
March 31, 2025, primarily at Power, due to increases at Gas Power equipment and services, and increases at Nuclear Power services and
equipment; at Electrification, due to the acquisition of Prolec GE and demand for switchgear and transformers at Power Transmission,
demand for high-voltage direct current solutions and alternating current substation solutions at Grid Systems Integration, and synchronous
condensers at Power Conversion & Storage; partially offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our
contracts.
| Three months ended March 31 | ||
| REVENUES | 2026 | 2025 |
| Equipment revenues | $5,254 | $4,197 |
| Services revenues | 4,084 | 3,835 |
| Total revenues | $9,339 | $8,032 |
For the three months ended March 31, 2026, total revenues increased $1.3 billion (16%). Equipment revenues increased at
Electrification, primarily due to the acquisition of Prolec GE, and increased volume in switchgear and transformers at Power Transmission,
and at Grid Systems Integration due to increased volume in alternating current substation solutions and high voltage direct current
solutions; and at Power, due to increases at Gas Power from Heavy-Duty Gas Turbine and Aeroderivative equipment deliveries and
favorable pricing; partially offset at Wind, primarily at Onshore Wind due to lower deliveries, partially offset by increases at Offshore Wind
due to higher deliveries and installations. Services revenues increased at Power, Wind, and Electrification.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $0.6 billion (7%), organic equipment revenues* increased $0.4 billion (10%) and organic services revenues* increased $0.2
billion (4%). Organic revenues* increased at Electrification and Power, partially offset at Wind.
| Three months ended March 31 | ||
| EARNINGS (LOSS) | 2026 | 2025 |
| Operating income (loss) | $179 | $43 |
| Net income (loss) | 4,750 | 264 |
| Net income (loss) attributable to GE Vernova | 4,745 | 254 |
| Adjusted EBITDA* | 896 | 457 |
| Diluted earnings (loss) per share | $17.44 | $0.91 |
*Non-GAAP Financial Measure
2026 1Q FORM 10-Q 24
For the three months ended March 31, 2026**,** operating income (loss) was $0.2 billion, a $0.1 billion increase, primarily due to: an
increase in segment results at Electrification of $0.3 billion, primarily due to volume, productivity, and favorable price at Power Transmission
and Grid Systems Integration; and at Power of $0.3 billion, primarily at Gas Power due to favorable pricing and higher volume, partially
offset by the impact of inflation; partially offset by a decrease at Wind of $(0.2) billion, primarily at Onshore Wind due to lower equipment
deliveries and the impact of tariffs, and at Offshore Wind due to higher contract losses, partially offset by lower costs at Onshore Wind
services; and an increase in depreciation and amortization expense across all segments of $0.1 billion.
Net income (loss) and Net income (loss) margin were $4.7 billion and 50.9%, respectively, for the three months ended March 31, 2026, an
increase of $4.5 billion and 47.6%, respectively, for the quarter, primarily due to an increase in other income (expense) - net of $4.6 billion
driven by a $4.0 billion pre-tax gain related to the acquisition of Prolec GE and a $0.3 billion pre-tax gain related to the sale of our Proficy
manufacturing software business (Proficy), and operating income (loss) 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 $0.9 billion and 9.6%, respectively, for the three months ended March 31, 2026, an
increase of $0.4 billion and 3.9%, respectively, primarily driven by increases in segment results at Electrification and Power, partially offset
at Wind.
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 March 31 | ||
| SUMMARY OF REPORTABLE SEGMENTS | 2026 | 2025 |
| Power | $4,971 | $4,449 |
| Electrification | 2,959 | 1,840 |
| Wind | 1,432 | 1,850 |
| Eliminations and other | (25) | (107) |
| Total revenues | $9,339 | $8,032 |
| Segment EBITDA | ||
| Power | $811 | $517 |
| Electrification | 528 | 205 |
| Wind | (382) | (146) |
| Corporate and other(a) | (62) | (119) |
| Adjusted EBITDA(b)* | $896 | $457 |
(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
2026 1Q FORM 10-Q 25
POWER
| Three months ended March 31 | ||
| Orders in units | 2026 | 2025 |
| Gas Turbines | 37 | 38 |
| Heavy-Duty Gas Turbines | 28 | 29 |
| HA-Turbines | 12 | 8 |
| Aeroderivatives | 9 | 9 |
| Gas Turbine Gigawatts | 8.1 | 7.1 |
| Three months ended March 31 | ||
| Sales in units | 2026 | 2025 |
| Gas Turbines | 25 | 19 |
| Heavy-Duty Gas Turbines | 15 | 12 |
| HA-Turbines | 5 | 5 |
| Aeroderivatives | 10 | 7 |
| Gas Turbine Gigawatts | 4.2 | 3.0 |
| RPO | March 31, 2026 | December 31, 2025 | March 31, 2025 |
| Equipment | $28,530 | $24,707 | $13,920 |
| Services | 71,164 | 69,841 | 62,533 |
| Total RPO | $99,694 | $94,548 | $76,453 |
RPO as of March 31, 2026 increased $5.1 billion (5%) from December 31, 2025, primarily at Gas Power from Heavy-Duty Gas Turbines
and Nuclear Power services. RPO increased $23.2 billion (30%) from March 31, 2025, primarily at Gas Power due to increases in
equipment and services, and increases at Nuclear Power services and equipment.
| Three months ended March 31 | ||||
| SEGMENT REVENUES AND EBITDA | 2026 | 2025 | ||
| Gas Power | $4,066 | $3,605 | ||
| Nuclear Power | 757 | 661 | ||
| Hydro Power | 148 | 183 | ||
| Total segment revenues | $4,971 | $4,449 | ||
| Equipment | $1,885 | $1,491 | ||
| Services | 3,086 | 2,958 | ||
| Total segment revenues | $4,971 | $4,449 | ||
| Segment EBITDA | $811 | $517 | ||
| Segment EBITDA margin | 16.3 | % | 11.6 | % |
For the three months ended March 31, 2026**, segment revenues were** up $0.5 billion (12%) and segment EBITDA was up $0.3
billion (57%).
Segment revenues increased $0.5 billion (10%) organically*, primarily at Gas Power equipment due to increases in Heavy-Duty Gas
Turbine and Aeroderivative equipment deliveries and favorable pricing.
Segment EBITDA increased $0.3 billion (59%) organically*, primarily at Gas Power due to favorable pricing and higher volume, partially
offset by the impact of inflation.
ELECTRIFICATION
| RPO | March 31, 2026 | December 31, 2025 | March 31, 2025 |
| Equipment | $38,598 | $30,508 | $21,996 |
| Services | 3,842 | 3,734 | 3,038 |
| Total RPO | $42,440 | $34,242 | $25,034 |
RPO as of March 31, 2026 increased $8.2 billion (24%) from December 31, 2025, primarily due to the acquisition of Prolec GE and demand
for switchgear and transformers at Power Transmission, and demand for alternating current substation solutions at Grid Systems
Integration. RPO increased $17.4 billion (70%) from March 31, 2025, primarily due to the acquisition of Prolec GE and demand for
switchgear and transformers at Power Transmission, demand for high-voltage direct current solutions and alternating current substation
solutions at Grid Systems Integration, and synchronous condensers at Power Conversion & Storage.
*Non-GAAP Financial Measure
2026 1Q FORM 10-Q 26
| Three months ended March 31 | ||||
| SEGMENT REVENUES AND EBITDA | 2026 | 2025 | ||
| Power Transmission | $1,380 | $692 | ||
| Grid Systems Integration | 691 | 390 | ||
| Power Conversion & Storage | 477 | 381 | ||
| Grid Automation & Software | 411 | 378 | ||
| Total segment revenues | $2,959 | $1,840 | ||
| Equipment | $2,501 | $1,391 | ||
| Services | 459 | 448 | ||
| Total segment revenues | $2,959 | $1,840 | ||
| Segment EBITDA | $528 | $205 | ||
| Segment EBITDA margin | 17.8 | % | 11.1 | % |
For the three months ended March 31, 2026**, segment revenues were** up $1.1 billion (61%) and segment EBITDA was up $0.3
billion**.**
Segment revenues increased $0.5 billion (29%) organically*, primarily at Power Transmission due to increased volume in switchgear and
transformers, and at Grid Systems Integration due to increased volume in alternating current substation solutions and high voltage direct
current solutions.
Segment EBITDA increased $0.2 billion organically*, primarily due to volume, productivity, and favorable price at Power Transmission and
Grid Systems Integration.
WIND
| Three months ended March 31 | ||
| Onshore and Offshore Wind orders in units | 2026 | 2025 |
| Wind Turbines | 146 | 23 |
| Repower Units | 49 | — |
| Wind Turbine and Repower Units Gigawatts | 0.6 | 0.1 |
| Three months ended March 31 | ||
| Onshore and Offshore Wind sales in units | 2026 | 2025 |
| Wind Turbines | 154 | 276 |
| Repower Units | — | 130 |
| Wind Turbine and Repower Units Gigawatts | 0.6 | 1.3 |
| RPO | March 31, 2026 | December 31, 2025 | March 31, 2025 |
| Equipment | $8,905 | $9,112 | $9,676 |
| Services | 12,443 | 12,518 | 12,484 |
| Total RPO | $21,348 | $21,630 | $22,160 |
RPO as of March 31, 2026 decreased $0.3 billion (1%) and decreased $0.8 billion (4%) from December 31, 2025 and March 31, 2025,
respectively, primarily due to a decrease at Offshore Wind as we continue to execute on our contracts.
| Three months ended March 31 | ||||
| SEGMENT REVENUES AND EBITDA | 2026 | 2025 | ||
| Onshore Wind | $1,186 | $1,646 | ||
| Offshore Wind | 246 | 204 | ||
| Total segment revenues | $1,432 | $1,850 | ||
| Equipment | $889 | $1,412 | ||
| Services | 543 | 438 | ||
| Total segment revenues | $1,432 | $1,850 | ||
| Segment EBITDA | $(382) | $(146) | ||
| Segment EBITDA margin | (26.7) | % | (7.9) | % |
For the three months ended March 31, 2026**, segment revenues were** down $0.4 billion (23%) and segment EBITDA was down $0.2
billion**.**
Segment revenues decreased $0.5 billion (25%) organically*, primarily at Onshore Wind equipment due to lower deliveries, partially offset
by increases at Onshore Wind services due to increased transactional volume and Offshore Wind due to higher deliveries and installations.
Segment EBITDA decreased $0.2 billion organically*, primarily at Onshore Wind due to lower equipment deliveries and the impact of tariffs,
and at Offshore Wind due to higher contract losses, partially offset by lower cost at Onshore Wind services.
*Non-GAAP Financial Measure
2026 1Q FORM 10-Q 27
OTHER INFORMATION
Gross Profit and Gross Margin. Gross profit was $1.8 billion and $1.5 billion for the three months ended March 31, 2026 and 2025,
respectively. Gross margin was 19.1% and 18.3% for the three months ended, respectively. The increase in gross profit for the quarter was
due to an increase at Electrification due to volume, productivity, and favorable price at Power Transmission and Grid Systems Integration;
and at Power due to favorable pricing and higher volume at Gas Power, partially offset by the impact of inflation; partially offset by a
decrease at Wind primarily at Onshore Wind due to lower equipment deliveries and the impact of tariffs, and at Offshore Wind due to higher
contract losses.
Selling**, General, and** Administrative**.** Selling, general, and administrative costs were $1.3 billion and $1.2 billion and comprised 13.9%
and 14.8% of revenues for the three months ended March 31, 2026 and 2025, respectively. Selling, general, and administrative costs
increased $0.1 billion for the quarter, primarily due to labor inflation and incremental costs associated with the acquisition of Prolec GE,
partially offset by cost reduction activities.
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 separation from
General Electric Company (GE), we incurred and will continue to incur certain one-time separation costs. See Note 23 in the Notes to the
consolidated financial statements for further information.
Interest and Other Financial Income (Charges) – Net**.** Interest and other financial income (charges) – net was less than $0.1 billion and
$0.1 billion in income for the three months ended March 31, 2026 and 2025, respectively. The decrease in income was primarily driven by
higher interest expense on borrowings. 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 6.9% for the three months ended March 31, 2026. The effective tax rate was lower than the U.S.
statutory rate of 21% primarily due to a nontaxable gain on the acquisition of Prolec GE and an income tax benefit from stock-based
compensation partially offset by losses providing no tax benefit in certain jurisdictions.
Our effective tax rate was 20.5% for the three months ended March 31, 2025. The effective tax rate was lower than the U.S. statutory rate
of 21% primarily due to an income tax benefit from stock-based compensation, mostly offset by losses providing no tax benefit in certain
jurisdictions.
CAPITAL RESOURCES AND LIQUIDITY**.** As of March 31, 2026, our Cash, cash equivalents, and restricted cash was $10.2 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 December 9, 2025, we announced that the Board of Directors had authorized an increase of our repurchase program to $10.0 billion of
common stock repurchases, from the prior authorization of $6.0 billion, which was announced on December 10, 2024. We repurchased 1.8
million shares for $1.3 billion during the three months ended March 31, 2026. Cumulatively we have repurchased $4.6 billion of common
stock over the life of the program. 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 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, and tax authorities. 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.
| Three months ended March 31 | ||
| FREE CASH FLOW (NON-GAAP) | 2026 | 2025 |
| Cash from (used for) operating activities (GAAP) | $5,188 | $1,161 |
| Add: Gross additions to property, plant, and equipment and internal-use software | (397) | (186) |
| Free cash flow (Non-GAAP) | $4,791 | $975 |
*Non-GAAP Financial Measure
2026 1Q FORM 10-Q 28
Cash from operating activities was $5.2 billion and $1.2 billion for the three months ended March 31, 2026 and 2025, respectively.
Cash from operating activities increased by $4.0 billion in 2026 compared to 2025, primarily driven by: an increase from contract liabilities
and current deferred income of $4.5 billion, primarily due to higher down payments on orders and slot reservation agreements at Power,
higher down payments and milestone collections at Electrification, and lower revenue recognition at Wind; an increase from accounts
payable of $0.7 billion, driven by growth at Electrification and Power, including a higher impact related to decreases in prepayments; higher
net income (after adjusting for depreciation of PP&E, amortization of intangible assets, (gains) losses on purchases and sales of business
interests, and provision (benefit) for income taxes) of $0.5 billion; partially offset by a decrease from inventories of $(0.5) billion, primarily
due to higher build and fewer liquidations in Wind; higher income taxes paid of $(0.4) billion; a decrease from All other operating activities of
$(0.4) billion, primarily due to an increase in non-cash unrealized gains related to our interest in China XD Electric Co., Ltd; and a decrease
from current receivables of $(0.3) billion, primarily due to higher net billings and increases in supplier advances at Wind.
Cash from operating activities of $5.2 billion for the three months ended March 31, 2026 included a $5.3 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
$5.6 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments at Electrification; current
receivables of $0.6 billion, driven by net collections in Power and Electrification, partially offset by an increase in supplier advances in
Power; accounts payable and equipment project payables of $0.5 billion, due to purchases of materials outpacing disbursements, including
a decrease in prepayments, in Electrification and Power; inventories of $(0.9) billion, primarily due to higher production and fewer
liquidations at Wind, and higher volume to support fulfillment and future deliveries at Power; and current contract assets of $(0.4) billion,
driven by equipment revenue recognition exceeding billings at Electrification and Power.
Cash from operating activities of $1.2 billion for the three months ended March 31, 2025 included a $1.0 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
$1.1 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at
Electrification, partially offset by revenue recognition at Wind; and current receivables of $0.9 billion, driven by collections outpacing billings
in Wind and Power and a decrease in past dues; inventories of $(0.4) billion, primarily due to volume in Power and
Electrification to support fulfillment and deliveries expected in 2025; current contract assets of $(0.3) billion, driven by revenue recognition
exceeding billings, primarily in Power and Wind; and accounts payable and equipment project payables of $(0.3) billion due to
disbursements outpacing purchases of materials, partially offset by a decrease in prepayments.
Cash from (used for) investing activities was $(4.3) billion and $(0.1) billion for the three months ended March 31, 2026 and 2025,
respectively. Cash used for investing activities increased by $4.2 billion in 2026 compared to 2025 primarily driven by: net cash paid for the
acquisition of the remaining 50% stake of Prolec GE of $4.9 billion (net of cash acquired); partially offset by proceeds (net of cash
transferred) from the sale of our Proficy business for $0.6 billion. Cash used for additions to PP&E and internal-use software, which is a
component of free cash flow*, was $0.4 billion and $0.2 billion for the three months ended March 31, 2026 and 2025, respectively.
Cash from (used for) financing activities was $0.4 billion and $(1.3) billion for the three months ended March 31, 2026 and 2025,
respectively. Cash from financing activities increased by $1.7 billion in 2026 compared to 2025 primarily driven by: net cash from newly
issued long-term debt of $2.6 billion; partially offset by the repayment of debt acquired in the Prolec GE transaction of $0.4 billion and
higher withholding tax payments on equity stock awards of $0.2 billion, which are both included in All other financing activities; higher cash
settlements for share repurchases of $0.2 billion; and higher dividends paid of $0.1 billion.
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 22 in the Notes to the consolidated 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
financial statements for further information regarding material cash requirements related to our pension obligations.
Debt**.** Total debt, excluding finance leases, was $2.6 billion and less than $0.1 billion as of March 31, 2026 and December 31, 2025,
respectively, an increase of $2.5 billion, primarily due to long-term debt issued on February 4, 2026. 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 14 in the Notes to the
consolidated financial statements.
Credit Ratings and Conditions. Interest and fees payable by us under the Revolving Credit Facility are determined in part by our credit
ratings, and our credit ratings and market conditions will influence any future debt financing and may impact our commercial activities and
arrangements. Standard and Poor's Global Ratings (S&P) and Fitch Ratings (Fitch) have issued credit ratings for the Company. 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+ |
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 Related to our Customers and Industry
Dynamics” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of some potential
consequences for our credit ratings.
*Non-GAAP Financial Measure
2026 1Q FORM 10-Q 29
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 March 31,
2026, we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.
Parent Company Credit Support. Prior to the separation from GE, 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 noncustomer related activities of GE Vernova (collectively, the GE credit support). 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 separation from GE, 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 March 31, 2026, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $7.5
billion, an over 79% reduction since the separation. We expect approximately $5 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 financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
Targeted improvements to the Accounting for Internal-Use Software. The ASU updates the accounting for internal-use software by
eliminating the concept of development stages. Under this updated guidance, software costs are capitalized once management has
authorized and committed funding to the project, and it is probable the project will be completed and the software used as intended. The
ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods. We are currently
evaluating the impact that this guidance will have on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants Received by Business Entities. The new
standard establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The
ASU is effective for fiscal years beginning after December 15, 2028. We are currently evaluating the impact that this guidance will have on
our consolidated financial statements.
CRITICAL ACCOUNTING ESTIMATES**.** To prepare our consolidated 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, 2025 for additional discussion of
accounting policies and critical accounting estimates.
Except as described below, there have been no material changes to our critical accounting estimates as compared to the critical accounting
estimates disclosed in our audited consolidated and combined financial statements and notes thereto for the year ended December 31,
2025 in our Annual Report on Form 10-K.
Business Combinations**.** The results of a business acquired in a business combination are included in our consolidated financial
statements as of the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at
their estimated fair values on the acquisition date, which may be considered preliminary and subject to adjustment during the measurement
period, which is up to one year from the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities
assumed is recognized as goodwill.
We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to the respective assets and liabilities.
Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates, including the selection of
valuation methodologies, estimates of future revenue, costs, and cash flows, discount rates, royalty rates, and selection of comparable
companies. We engage third-party valuation specialists to assist in concluding on fair value measurements in connection with determining
fair values of assets acquired and liabilities assumed in a business combination. The resulting fair values and useful lives assigned to
acquisition-related intangible assets impact the amount and timing of future amortization expense.
2026 1Q FORM 10-Q 30
These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition
could be allocated to the acquired assets and liabilities differently from the allocation that we have made. In addition, unanticipated events
and circumstances may occur which may affect the accuracy or validity of such estimates, and if such events occur, we may be required to
record a charge against the value ascribed to an acquired asset, an increase in the amounts recorded for assumed liabilities, or an
impairment of some or all of the goodwill. See Note 8 in the Notes to the consolidated financial statements for further information.
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.
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 | |||||||||
| Three months ended March 31 | 2026 | 2025 | V% | 2026 | 2025 | V% | 2026 | 2025 | V pts | ||
| Power (GAAP) | $4,971 | $4,449 | 12% | $811 | $517 | 57% | 16.3% | 11.6% | 4.7pts | ||
| 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% | 5.0pts | ||
| Electrification (GAAP) | $2,959 | $1,840 | 61% | $528 | $205 | F | 17.8% | 11.1% | 6.7pts | ||
| 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% | 5.9pts | ||
| Wind (GAAP) | $1,432 | $1,850 | (23)% | $(382) | $(146) | U | (26.7)% | (7.9)% | (18.8)pts | ||
| 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)% | (16.7)pts |
(a) Includes intersegment sales of $32 million and $114 million for the three months ended March 31, 2026 and 2025, respectively. See
Note 24 in the Notes to the consolidated financial statements for further information.
| Three months ended March 31 | |||
| 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% |
2026 1Q FORM 10-Q 31
| Three months ended March 31 | |||
| 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% |
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.
| Three months ended March 31 | |||
| ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP) | 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% | 47.6 pts |
| Adjusted EBITDA margin (Non-GAAP) | 9.6% | 5.7% | 3.9 pts |
| (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. See Note 19 for further information. (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. |
*Non-GAAP Financial Measure
2026 1Q FORM 10-Q 32
| Three months ended March 31 | |||
| 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% | 3.9 pts |
| Adjusted organic EBITDA margin (Non-GAAP) | 9.1% | 5.2% | 3.9 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 March 31, 2026 and 2025, respectively. 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, 2025 for more information about foreign
exchange risk, interest rate risk, and commodity risk.
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 March 31, 2026, 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 March 31, 2026, 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.
On February 2, 2026, the Company completed the acquisition of the remaining 50% stake of Prolec GE. See Note 8 in the Notes to the
consolidated financial statements for further information. The Company is in the process of analyzing and evaluating the internal control
environment as it relates to the integration of Prolec GE, which may result in additions or changes to our internal control over financial
reporting. The Company will exclude Prolec GE’s operations from the scope of our annual assessment of the effectiveness of internal
control over financial reporting for the year ending December 31, 2026 in accordance with Securities and Exchange Commission guidance.
Such guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from
management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.
Other than those discussed in the preceding sentences, no change in the Company’s internal control over financial reporting occurred
during the quarter ended March 31, 2026, that materially affected, or is reasonably likely to materially affect, the Company's internal control
over financial reporting.
*Non-GAAP Financial Measure
2026 1Q FORM 10-Q 33
PART II
ITEM 1. LEGAL PROCEEDINGS**.** See Note 22 in the Notes to the consolidated 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, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**.** On December 9, 2025, we announced
that the Board of Directors had authorized an increase of our repurchase program to $10 billion of common stock repurchases, from the
prior authorization of $6 billion, which was announced on December 10, 2024. The repurchase program may be suspended or discontinued
at any time and does not have an expiration date. We repurchased 1.8 million shares for $1,295 million during the three months ended
March 31, 2026 under this authorization.
The following table summarizes the share repurchase activity for the three months ended March 31, 2026:
| Total number of shares purchased (in thousands) | Average price paid per share | Total number of shares purchased as part of our share repurchase program (in thousands) | Approximate dollar value of shares that may yet be purchased under our share repurchase program (in millions) | |
| January | 1,117 | $648.64 | 1,117 | $5,957 |
| February | 285 | 811.72 | 285 | 5,725 |
| March | 397 | 853.10 | 397 | 5,387 |
| Total | 1,799 | $719.59 | 1,799 |
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 March 31, 2026.
2026 1Q FORM 10-Q 34
Item 6. EXHIBITS.
2026 1Q FORM 10-Q 35
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.
| April 22, 2026 | /s/ Matthew J. Potvin | |
| Date | Matthew J. Potvin Vice President, Controller and Chief Accounting Officer Principal Accounting Officer |