GE Vernova 10-Q 2026-06-30

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 June 30, 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)

(617) 674-7555

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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):

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 266,333,581 shares of common stock with a par value of $0.01 per share outstanding at June 30, 2026.

TABLE OF CONTENTS

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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.

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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.

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PART I

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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 and six months ended June 30, 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 (Loss) 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

$100 million to $200 million in 2026, after taking into consideration contractual protections and mitigating actions, including pursuing the

recovery of certain tariffs. The actual impacts of tariffs may be significantly different than our current estimate. Our estimate is subject to

several factors including the amount, duration, and 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.

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*•*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.

• Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the

need to update aging infrastructure with

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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 $(0.1) billion and less than $0.1 billion for

the three months ended and $(0.1) billion and less than $0.1 billion for the six months ended June 30, 2026 and 2025, respectively. See

December 31, 2025 for more information about foreign exchange risk, interest rate risk, and commodity risk.

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 June 30, 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**.** The Company continues to exit from various transition service agreements with

General Electric Company primarily related to information technology systems that impact financial reporting. Consequently, responsibility

for execution of related internal controls transfers 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 these discussed in the preceding sentences, no change in the Company’s internal control over financial reporting occurred

during the quarter ended June 30, 2026, that materially affected, or is reasonably likely to materially affect, the Company's internal control

over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS**.** See Note 22 in the Notes to the consolidated financial statements for information relating to legal

matters.

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 2.5 million shares for $2,350 million during the three months ended

June 30, 2026 under this authorization.

The following table summarizes the share repurchase activity for the three months ended June 30, 2026:

ITEM 3. DEFAULTS UPON SENIOR SECURITIES**.** None.

ITEM 4. MINE SAFETY DISCLOSURES**.** Not applicable.

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 June 30, 2026.

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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.