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Account
GE Vernova
GEV
#77
Rank
โฌ203.93 B
Marketcap
๐บ๐ธ
United States
Country
770,51ย โฌ
Share price
0.51%
Change (1 day)
52.93%
Change (1 year)
๐ Electricity
๐ Renewable energy
โก Energy
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GE Vernova
Quarterly Reports (10-Q)
Financial Year FY2026 Q3
GE Vernova - 10-Q quarterly report FY2026 Q3
Text size:
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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark One)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 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
264,677,066
shares of common stock with a par value of $0.01 per share outstanding at
September 30, 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
11
Note
2
Summary of Significant Accounting Policies
11
Note
3
Assets and Liabilities Held for Sale
11
Note
4
Current and Long-Term Receivables
12
Note
5
Inventories, Including Deferred Inventory Costs
12
Note
6
Property, Plant, and Equipment
12
Note
7
Leases
13
Note
8
Acquisitions, Goodwill, and Other Intangible Assets
13
Note
9
Contract and Other Deferred Assets & Contract Liabilities and Deferred Income
14
Note
10
Current and All Other Assets
15
Note
11
Equity Method Investments
15
Note
12
Accounts Payable and Equipment Project Payables
15
Note
13
Postretirement Benefit Plans
15
Note
14
Long-term Borrowings
16
Note
15
Current and All Other Liabilities
17
Note
16
Income Taxes
17
Note
17
Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock
17
Note
18
Earnings Per Share Information
18
Note
19
Other Income (Expense) – Net
18
Note
20
Financial Instruments
18
Note
21
Variable Interest Entities (VIEs)
20
Note
22
Commitments, Guarantees, Product Warranties, and Other Loss Contingencies
20
Note
23
Restructuring Charges and Separation Costs
21
Note
24
Segment Information
22
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3. Quantitative and Qualitative Disclosures About Market Risk
37
Item 4. Controls and Procedures
37
Part II
38
Item 1. Legal Proceedings
38
Item 1A. Risk Factors
38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
38
Item 3. Defaults Upon Senior Securities
38
Item 4. Mine Safety Disclosures
38
Item 5. Other Information
38
Item 6. Exhibits
39
Signatures
40
2026 3Q FORM 10-Q
3
FORWARD-LOOKING STATEMENTS
.
This
quarterly
report of GE Vernova Inc. (the Company, GE Vernova, our, we, or us) contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are
subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “guidance”, “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; our credit ratings; and our
agreement to acquire Trench Group and the expected benefits and timing of closing.
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.
Our agreement to acquire Trench Group and our expectations for the transaction and Trench Group business are based on judgments and
assumptions, and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the
performance and continued expansion of the Trench Group business; demand for GE Vernova's and Trench Group 's products and
services, the loss of, or reduced orders from, key customers; retention of key suppliers and employees; changes in tariffs, changes in
currency exchange rates; difficulties in integrating Trench Group or realizing the expected benefits and synergies; the availability and terms
of acquisition financing; transaction-related costs and litigation; delays in closing the acquisition, which could increase its cost or result in
the acquisition not being completed; regulatory approvals for the acquisition not being obtained, or obtained subject to conditions or
undertakings that could limit the combined business or reduce the anticipated benefits of the transaction; the outcome of required
consultations with employee representatives; other closing conditions not being satisfied; and termination of the acquisition agreement.
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 3Q FORM 10-Q
4
ABOUT GE VERNOVA
.
GE Vernova Inc.
(the Company, GE Vernova, our, we, or us)
is a global leader in the electric power industry,
with products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service
technologies to create a more reliable, secure, and sustainable electric power system, enabling electrification and decarbonization,
underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, positioned with a unique scope
and scale of 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 3Q FORM 10-Q
5
PART I
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
.
CONSOLIDATED STATEMENT OF INCOME (LOSS)
(UNAUDITED)
Three months ended September 30
Nine months ended September 30
(In millions, except per share amounts)
2026
2025
2026
2025
Sales of equipment
$
8,340
$
5,880
$
20,053
$
14,971
Sales of services
4,302
4,089
13,031
12,141
Total revenues
12,642
9,969
33,084
27,112
Cost of equipment
6,391
5,165
16,718
13,346
Cost of services
3,145
2,906
9,119
8,553
Gross profit
3,107
1,897
7,247
5,213
Selling, general, and administrative expenses
1,354
1,221
4,024
3,594
Research and development expenses
358
310
996
832
Operating income (loss)
1,394
366
2,227
787
Interest and other financial income (charges) – net
71
44
171
141
Non-operating benefit income
212
115
465
340
Other income (expense) – net (Note
19
)
105
221
4,947
455
Income (loss) before income taxes
1,782
746
7,810
1,723
Provision (benefit) for income taxes (Note
16
)
493
293
1,123
514
Net income (loss)
1,289
453
6,687
1,209
Net loss (income) attributable to noncontrolling interests
2
(
1
)
17
11
Net income (loss) attributable to GE Vernova
$
1,291
$
452
$
6,704
$
1,220
Earnings (loss) per share attributable to GE Vernova (Note
18
):
Basic
$
4.86
$
1.66
$
25.06
$
4.47
Diluted
$
4.81
$
1.64
$
24.81
$
4.41
Weighted-average number of common shares outstanding:
Basic
266
272
267
273
Diluted
268
275
270
277
2026 3Q FORM 10-Q
6
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(UNAUDITED)
(In millions, except share and per share amounts)
September 30, 2026
December 31, 2025
Cash, cash equivalents, and restricted cash
$
16,764
$
8,848
Current receivables – net (Note
4
)
11,587
9,803
Inventories, including deferred inventory costs (Note
5
)
13,045
10,429
Current contract assets (Note
9
)
9,320
9,294
All other current assets (Note
10
)
964
1,445
Assets held for sale (Note
3
)
—
396
Current assets
51,681
40,216
Property, plant, and equipment – net (Note
6
)
7,820
6,006
Goodwill (Note
8
)
9,609
4,439
Intangible assets – net (Note
8
)
4,343
727
Contract and other deferred assets (Note
9
)
471
378
Equity method investments (Note
11
)
1,426
1,834
Deferred income taxes (Note
16
)
6,519
5,321
All other assets (Note
10
)
4,351
4,095
Total assets
$
86,220
$
63,016
Accounts payable and equipment project payables (Note
12
)
$
10,786
$
8,809
Contract liabilities and deferred income (Note
9
)
45,669
25,774
All other current liabilities (Note
15
)
6,011
6,310
Liabilities held for sale (Note
3
)
—
79
Current liabilities
62,467
40,972
Long-term borrowings (Note 14)
2,795
265
Deferred income taxes (Note
16
)
1,469
1,162
Non-current compensation and benefits
2,161
3,171
All other liabilities (Note
15
)
4,790
5,151
Total liabilities
73,682
50,720
Commitments and contingencies (Note
22
)
Common stock, par value
$
0.01
per share,
1,000,000,000
shares authorized,
264,677,066
and
269,529,464
shares outstanding as of
September 30, 2026
and
December 31, 2025
, respectively
3
3
Additional paid-in capital
9,500
9,813
Retained earnings
12,455
6,154
Treasury common stock,
14,381,479
and
8,397,266
shares at cost as of
September 30, 2026
and
December 31, 2025
, respectively
(
8,702
)
(
3,385
)
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note
17
)
(
1,874
)
(
1,407
)
Total equity attributable to GE Vernova
11,382
11,178
Noncontrolling interests
1,156
1,118
Total equity
12,538
12,296
Total liabilities and equity
$
86,220
$
63,016
2026 3Q FORM 10-Q
7
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine months ended September 30
(In millions)
2026
2025
Net income (loss)
$
6,687
$
1,209
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note
6
)
548
446
Amortization of intangible assets (Note
8
)
650
177
(Gains) losses on purchases and sales of business interests
(
4,463
)
(
66
)
Principal pension plans – net (Note
13
)
(
786
)
(
268
)
Other postretirement benefit plans – net (Note
13
)
(
634
)
(
167
)
Provision (benefit) for income taxes (Note
16
)
1,123
514
Cash recovered (paid) during the year for income taxes
(
2,681
)
(
489
)
Changes in operating working capital:
Decrease (increase) in current receivables
(
1,667
)
563
Decrease (increase) in inventories, including deferred inventory costs
(
2,052
)
(
1,047
)
Decrease (increase) in current contract assets
(
345
)
(
656
)
Increase (decrease) in accounts payable and equipment project payables
1,522
566
Increase (decrease) in contract liabilities and current deferred income
19,511
2,419
All other operating activities
(
675
)
(
693
)
Cash from (used for) operating activities
16,737
2,508
Additions to property, plant, and equipment and internal-use software
(
1,430
)
(
606
)
Dispositions of property, plant, and equipment
208
33
Purchases of and contributions to equity method investments
(
39
)
(
57
)
Sales of and distributions from equity method investments
85
248
Net cash paid for principal businesses purchased
(
4,877
)
(
164
)
Proceeds from principal business dispositions
600
60
All other investing activities
724
105
Cash from (used for) investing activities
(
4,729
)
(
381
)
Newly issued debt (maturities longer than 90 days)
2,567
—
Dividends paid to stockholders
(
406
)
(
207
)
Purchases of common stock for treasury
(
5,296
)
(
2,241
)
All other financing activities
(
949
)
(
187
)
Cash from (used for) financing activities
(
4,084
)
(
2,635
)
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
(
9
)
250
Increase (decrease) in cash, cash equivalents, and restricted cash
, including cash classified
within assets held for sale
7,915
(
258
)
Less: Net increase (decrease) in cash classified within assets held for sale
(
2
)
2
Increase (decrease) in cash, cash equivalents, and restricted cash
7,917
(
259
)
Cash, cash equivalents, and restricted cash at beginning of year
8,848
8,205
Cash, cash equivalents, and restricted cash as of
September 30
$
16,764
$
7,945
2026 3Q FORM 10-Q
8
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three months ended September 30
Nine months ended September 30
(In millions)
2026
2025
2026
2025
Net income (loss) attributable to GE Vernova
$
1,291
$
452
$
6,704
$
1,220
Net loss (income) attributable to noncontrolling interests
2
(
1
)
17
11
Net income (loss)
$
1,289
$
453
$
6,687
$
1,209
Other comprehensive income (loss):
Currency translation adjustments – net of taxes
1
31
(
155
)
471
Benefit plans – net of taxes
(
93
)
(
50
)
(
180
)
(
209
)
Cash flow hedges – net of taxes
(
70
)
27
(
151
)
62
Other comprehensive income (loss)
$
(
162
)
$
7
$
(
485
)
$
324
Comprehensive income (loss)
$
1,126
$
460
$
6,202
$
1,534
Comprehensive loss (income) attributable to noncontrolling
interests
22
(
1
)
36
7
Comprehensive income (loss) attributable to GE Vernova
$
1,148
$
459
$
6,238
$
1,540
2026 3Q 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
stock
Accumulated
other
comprehensive
income (loss) –
net
Equity
attributable to
noncontrolling
interests
Total
equity
Balances as of
July 1, 2026
266
$
3
$
9,445
$
11,296
$
(
7,057
)
$
(
1,731
)
$
1,158
$
13,115
Issuance of shares in connection with equity
awards
—
—
(
5
)
—
—
—
—
(
5
)
Share-based compensation expense
—
—
59
—
—
—
—
59
Dividends declared (
$
0.50
per common share)
—
—
—
(
132
)
—
—
—
(
132
)
Repurchase of common stock
(
2
)
—
—
—
(
1,645
)
—
—
(
1,646
)
Net income (loss)
—
—
—
1,291
—
—
(
2
)
1,289
Currency translation adjustments
–
net of taxes
—
—
—
—
—
15
(
14
)
1
Benefit plans – net of taxes
—
—
—
—
—
(
88
)
(
5
)
(
93
)
Cash flow hedges – net of taxes
—
—
—
—
—
(
70
)
—
(
70
)
Changes attributable to noncontrolling interests
—
—
—
—
—
—
20
20
Balances as of
September 30, 2026
265
$
3
$
9,500
$
12,455
$
(
8,702
)
$
(
1,874
)
$
1,156
$
12,538
Balances as of
July 1, 2025
272
$
3
$
9,714
$
2,241
$
(
1,636
)
$
(
1,445
)
$
1,070
$
9,947
Issuance of shares in connection with equity
awards
—
—
(
13
)
—
—
—
—
(
13
)
Share-based compensation expense
—
—
54
—
—
—
—
54
Dividends declared (
$
0.25
per common share)
—
—
—
(
68
)
—
—
—
(
68
)
Repurchase of common stock
(
1
)
—
—
—
(
663
)
—
—
(
663
)
Net income (loss)
—
—
—
452
—
—
1
453
Currency translation adjustments
–
net of taxes
—
—
—
—
—
30
—
31
Benefit plans – net of taxes
—
—
—
—
—
(
50
)
—
(
50
)
Cash flow hedges – net of taxes
—
—
—
—
—
27
—
27
Changes attributable to noncontrolling interests
—
—
—
—
—
—
12
12
Balances as of
September 30, 2025
271
$
3
$
9,755
$
2,626
$
(
2,300
)
$
(
1,438
)
$
1,083
$
9,729
2026 3Q FORM 10-Q
10
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Common stock
(In millions)
Common
shares
outstanding
Par
value
Additional
paid-in
capital
Retained
earnings
Treasury
common
stock
Accumulated
other
comprehensive
income (loss) –
net
Equity
attributable to
noncontrolling
interests
Total
equity
Balances as of
January 1, 2026
270
$
3
$
9,813
$
6,154
$
(
3,385
)
$
(
1,407
)
$
1,118
$
12,296
Issuance of shares in connection with equity
awards
1
—
(
507
)
—
—
—
—
(
507
)
Share-based compensation expense
—
—
194
—
—
—
—
194
Dividends declared (
$
1.50
per common share)
—
—
—
(
403
)
—
—
—
(
403
)
Repurchase of common stock
(
6
)
—
—
—
(
5,317
)
—
—
(
5,317
)
Net income (loss)
—
—
—
6,704
—
—
(
17
)
6,687
Currency translation adjustments
–
net of taxes
—
—
—
—
—
(
140
)
(
15
)
(
155
)
Benefit plans – net of taxes
—
—
—
—
—
(
176
)
(
4
)
(
180
)
Cash flow hedges – net of taxes
—
—
—
—
—
(
151
)
—
(
151
)
Changes attributable to noncontrolling interests
—
—
—
—
—
—
74
74
Balances as of
September 30, 2026
265
$
3
$
9,500
$
12,455
$
(
8,702
)
$
(
1,874
)
$
1,156
$
12,538
Balances as of
January 1, 2025
276
$
3
$
9,733
$
1,611
$
(
43
)
$
(
1,759
)
$
1,047
$
10,593
Issuance of shares in connection with equity
awards
2
—
(
159
)
—
—
—
—
(
159
)
Share-based compensation expense
—
—
180
—
—
—
—
180
Dividends declared (
$
0.75
per common share)
—
—
—
(
205
)
—
—
—
(
205
)
Repurchase of common stock
(
6
)
—
—
—
(
2,257
)
—
—
(
2,257
)
Net income (loss)
—
—
—
1,220
—
—
(
11
)
1,209
Currency translation adjustments
–
net of taxes
—
—
—
—
—
468
3
471
Benefit plans – net of taxes
—
—
—
—
—
(
210
)
1
(
209
)
Cash flow hedges – net of taxes
—
—
—
—
—
62
—
62
Changes attributable to noncontrolling interests
—
—
—
—
—
—
42
42
Balances as of
September 30, 2025
271
$
3
$
9,755
$
2,626
$
(
2,300
)
$
(
1,438
)
$
1,083
$
9,729
2026 3Q FORM 10-Q
11
NOTE
1
.
ORGANIZATION AND BASIS OF PRESENTATION
Organization.
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 report our financial results across
three
business segments:
•
Our Power segment includes the design, manufacture, and servicing of gas, nuclear, and hydro technologies, providing a critical
foundation of dispatchable, flexible, stable, and reliable power.
•
Our Electrification segment 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.
•
Effective January 1, 2026, the Company realigned the reporting of certain of its 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.
Basis of Presentation.
We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. Accordingly, certain information
related to our significant accounting policies and note disclosures normally included in financial statements prepared in accordance with
U.S. generally accepted accounting principles (GAAP) have been condensed or omitted. These unaudited consolidated financial
statements should be read in conjunction with our audited consolidated and combined financial statements, corresponding notes, and
significant accounting policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We have reclassified
certain prior year amounts to conform to the current year’s presentation. The information presented in tables throughout the notes is
presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers.
Percentages presented are calculated from the underlying numbers in millions.
All intercompany balances and transactions within the
Company have been eliminated in the consolidated financial statements.
NOTE
2
.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates and Assumptions
.
The preparation of the consolidated financial statements in conformity with GAAP requires management to
make estimates based on assumptions about current, and for some estimates, future, economic and market conditions which affect
reported amounts and related disclosures in the consolidated financial statements. We believe these assumptions to be reasonable under
the circumstances, and although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably
possible that actual conditions could differ from our expectations, which could materially affect our results of operations, financial position,
and cash flows.
Estimates are used for, but are not limited to, determining revenues from contracts with customers, recoverability of inventory, long-lived
assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and
related valuation allowances, accruals for contingencies including legal, indemnifications, product warranties, and environmental, actuarial
assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation of
derivatives, and valuation of assets acquired and liabilities assumed as a result of acquisitions.
See Note 2 in the Notes to our audited consolidated and combined financial statements
in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, for further information on our significant accounting policies.
NOTE
3
.
ASSETS AND LIABILITIES HELD FOR SALE
.
During the first quarter of
2026
, we completed the sale of the Proficy
manufacturing software business (Proficy) within our Grid Automation & Software business. In connection with the disposition, we received
net cash proceeds of
$
604
million
. As
a
result, we recognized a pre-tax gain of
$
366
million
(after-tax
gain
of
$
237
million
), recorded in
Other income (expense) - net in our Consolidated
Statement
of Income (Loss). See Note 19 for further information.
Additionally, during the first quarter of 2026, we completed the sale of the issued and outstanding membership interests of Linden VFT LLC,
a merchant transmission facility within our Gas Power business.
In connection with the disposition, we received net cash proceeds of
$
138
million
, subject to customary working capital and other post-close adjustments. As a result, we recognized a pre-tax gain of
$
1
million
(after-tax gain of
$
1
million
), recorded in Other income (expense) - net in our Consolidated Statement of Income (Loss)
.
2026 3Q FORM 10-Q
12
The major components of assets and liabilities held for sale in the Company’s Consolidated Statement of Financial Position are
summarized as follows:
ASSETS AND LIABILITIES OF BUSINESS HELD FOR SALE
September 30, 2026
December 31, 2025
Property, plant, and equipment - net
$
—
$
137
Goodwill
—
184
Other assets
—
75
Assets held for sale
$
—
$
396
Other liabilities
$
—
$
79
Liabilities held for sale
$
—
$
79
NOTE
4
.
CURRENT AND LONG-TERM RECEIVABLES
CURRENT RECEIVABLES – NET
September 30, 2026
December 31, 2025
Customer receivables
$
9,139
$
7,866
Non-income based tax receivables
817
662
Supplier advances and other receivables
1,996
1,717
Other receivables
$
2,813
$
2,379
Allowance for credit losses
(
365
)
(
441
)
Total current receivables – net
$
11,587
$
9,803
Activity in the allowance for credit losses related to current receivables for the
nine months ended
September 30, 2026
and
2025
consists
of the following:
ALLOWANCE FOR CREDIT LOSSES
2026
2025
Balance as of January 1
$
441
$
464
Net additions (releases) charged to costs and expenses
(
2
)
(
1
)
Write-offs, net
(
75
)
(
27
)
Foreign exchange and other
1
6
Balance as of
September 30
$
365
$
443
Sales of customer receivables.
From time to time, the Company sells current or long-term receivables to third parties in response to
customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer
receivables to third parties and subsequently collected
$
1,042
million
and
$
971
million
in the
nine months ended
September 30, 2026
and
2025
, respectively. Transactions under these arrangements are accounted for as sales, and the sold receivables are removed from the
Company's balance sheet. The Company maintains no continuing involvement with respect to the receivables being transferred.
LONG-TERM RECEIVABLES
September 30, 2026
December 31, 2025
Long-term customer receivables
$
210
$
228
Supplier advances
827
686
Non-income based tax receivables
92
80
Other receivables
674
440
Allowance for credit losses
(
196
)
(
197
)
Total long-term receivables – net
$
1,607
$
1,237
NOTE
5
.
INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS
September 30, 2026
December 31, 2025
Raw materials and work in process
$
8,281
$
6,377
Finished goods
3,803
3,267
Deferred inventory costs(a)
961
786
Inventories, including deferred inventory costs
$
13,045
$
10,429
(a)
Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and
overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for
revenue recognition have not yet been met.
NOTE
6
.
PROPERTY, PLANT, AND EQUIPMENT
September 30, 2026
December 31, 2025
Original cost
$
15,290
$
13,579
Less: Accumulated depreciation and amortization
(
8,277
)
(
8,360
)
Right-of-use operating lease assets
807
788
Property, plant, and equipment – net
$
7,820
$
6,006
2026 3Q FORM 10-Q
13
Depreciation and amortization related to property, plant, and equipment was
$
200
million
and
$
152
million
in the
three months ended
and
$
548
million
and
$
446
million
in the
nine months ended
September 30, 2026
and
2025
, respectively.
NOTE
7
.
LEASES
.
Our operating lease liabilities, included in
All other current liabilities
and
All other liabilities
in our Consolidated
Statement of Financial Position, were
$
852
million
and
$
843
million
as of
September 30, 2026
and
December 31, 2025
, respectively.
Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was
$
63
million
and
$
59
million
for the
three
months ended
and
$
205
million
and
$
175
million
for the
nine months ended
September 30, 2026
and
2025
, respectively. Our finance lease
liabilities, included in
All other current liabilities
and L
ong-term borrowings
in our Consolidated Statement of Financial Position, were
$
271
million
and
$
278
million
as of
September 30, 2026
and
December 31, 2025
, respectively.
NOTE
8
.
ACQUISITIONS
, GOODWILL, AND OTHER INTANGIBLE ASSETS
Acquisitions.
On February 2, 2026, GE Vernova completed the acquisition of the remaining
50
%
stake of Prolec GE, our former
unconsolidated joint venture with Xignux, in exchange for cash consideration o
f
$
5,254
million
. In the third quarter of 2026, w
e
finalized the
purchase
price
consideration, resulting in a
$
42
million
refund
of the purchase
price.
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. The acquisition increases our ability to serve the North American transformer market. 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
$
3,992
million
recognized within Other income (expense) – net in our Consolidated Statement of Income (Loss) during the first
quarter of 2026 and was determined by using the implied total equity value from the transaction price, adjusted for an assumed control
premium. Pro forma results of operations are not presented because the acquisition is not material to the Company’s consolidated results
of operations for the three and nine months ended September 30, 2026 and 2025, respectively.
The following table summarizes the
purchase consideration as well as the preliminary allocation to the assets acquired and liabilities
assumed based upon their estimated fair values at the date of acquisition:
Cash consideration transferred
$
5,212
Fair value of previously held
50
%
equity interest
4,402
Total purchase consideration
$
9,614
Current assets
$
1,706
Intangible assets
4,172
Other non-current assets
1,130
Current liabilities
(
1,104
)
Non-current liabilities
(
1,513
)
Total identifiable net assets acquired
$
4,392
Goodwill
5,222
Total purchase consideration
$
9,614
Goodwill is calculated as the excess of the purchase consideration over the estimated fair value of net assets acquired and primarily
represents the value of the assembled workforce along with expected synergies from integrating Prolec GE’s operations with the
Company’s operations. The goodwill is recorded in our Electrification segment and approximately
$
400
million
of the goodwill is expected to
be deductible for tax purposes.
We determined the fair value of assets acquired and liabilities assumed using available market information and various valuation methods
that require judgment related to estimates. The purchase accounting related to the acquisition, including the valuation of tangible and
intangible assets, is preliminary and likely to change in future reporting periods. During the nine months ended September 30, 2026, we
recognized measurement period adjustments to the identified net assets acquired with an offsetting
$
209
million
reduction
to goodwill. We
will complete our post-closing procedures and purchase price allocation as soon as practicable but no later than the first quarter of 2027.
See Notes 9, 11, and 19 for further information.
The preliminary fair value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date is
as follows:
Weighted-average
useful lives (in years)
Total
Customer related
12
$
2,860
Patents and technology
6
533
Capitalized software
3
8
Trademarks and other
2
771
Total identifiable intangible assets acquired
$
4,172
The fair values of the customer related and trademarks and other intangible assets were primarily determined using the multi-period excess
earnings method, and the fair values of the patents and technology intangible assets were valued using the relief-from-royalty method.
2026 3Q FORM 10-Q
14
Revenue and income (loss) before income taxes of Prolec GE were
$
944
million
and
$(
5
) million
for the three months ended September
30, 2026, respectively, and from the acquisition date through September 30, 2026 were
$
2,287
million
and
$(
171
) million
, respectively. The
income (loss) before income taxes includes the impact of inventory step-up amortization, intangible asset amortization, and integration
costs. Acquisition-related costs totaled
zero
and
$
44
million
for the three and nine months ended September 30, 2026, respectively, and are
included in Selling, general, and administrative expenses in our Consolidated Statement of Income (Loss).
GOODWILL
Power
Electrification
Wind
Other
Total
Balance as of
January 1, 2026
$
512
$
624
$
3,302
$
—
$
4,439
Acquisitions
—
5,243
—
3
5,245
Currency exchange and other
—
(
21
)
(
54
)
—
(
75
)
Balance as of
September 30, 2026
$
512
$
5,846
$
3,248
$
3
$
9,609
We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or
circumstances between annual impairment testing dates. In the
nine months ended
September 30, 2026
, we did not identify any reporting
units that were impaired.
Intangible assets.
All intangible assets are subject to amortization. Intangible assets increased
$
3,616
million
during the
nine months
ended
September 30, 2026
, primarily as a result of the acquisition of Prolec GE, partially offset by amortization.
A
mortization expense was
$
239
million
and
$
61
million
for the
three months ended
and
$
650
million
and
$
177
million
for the
nine months ended
September 30, 2026
and
2025
, respectively.
NOTE
9
.
CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME
Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily
represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing
of customers’ installed base.
Contract and other deferred assets
increase
d
$
120
million
in the
nine months ended
September 30, 2026
primarily due to the timing of
revenue recognition ahead of billing
milestones
on equipment and other service agreements. Contract liabilities and deferred income
increase
d
$
19,797
million
in the
nine months ended
September 30, 2026
primarily due to new collections received in excess of revenue
recognition and as a result of the acquisition of Prolec GE.
Net contractual service agreements
decrease
d primarily due to billings of
$
3,711
million
and net unfavorable changes in estimated profitability of
$
293
million
,
partially offset by
revenues recognized of
$
3,906
million
.
Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately
$
10,688
million
and
$
9,754
million
for the
nine months ended
September 30, 2026
and
2025
, respectively.
CONTRACT AND OTHER DEFERRED ASSETS
September 30, 2026
Power
Electrification
Wind
Total
Contractual service agreement assets
$
5,332
$
—
$
—
$
5,332
Equipment and other service agreement assets
1,650
1,711
627
3,988
Current contract assets
$
6,983
$
1,711
$
627
$
9,320
Non-current contract and other deferred assets(a)
463
8
—
471
Total contract and other deferred assets
$
7,445
$
1,719
$
627
$
9,791
December 31, 2025
Power
Electrification
Wind
Total
Contractual service agreement assets
$
5,417
$
—
$
—
$
5,417
Equipment and other service agreement assets
1,521
1,368
988
3,877
Current contract assets
$
6,938
$
1,368
$
988
$
9,294
Non-current contract and other deferred assets(a)
368
9
1
378
Total contract and other deferred assets
$
7,305
$
1,376
$
990
$
9,672
(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental
fixed or usage-based fees from servicing the equipment under contractual service agreements.
CONTRACT LIABILITIES AND DEFERRED INCOME
September 30, 2026
Power
Electrification
Wind
Total
Contractual service agreement liabilities
$
1,990
$
—
$
—
$
1,990
Equipment and other service agreement liabilities
31,173
9,976
2,529
43,680
Contract liabilities and current deferred income
$
33,163
$
9,976
$
2,529
$
45,669
Non-current deferred income
5
10
62
77
Total contract liabilities and deferred income
$
33,167
$
9,986
$
2,591
$
45,747
2026 3Q FORM 10-Q
15
December 31, 2025
Power
Electrification
Wind
Total
Contractual service agreement liabilities
$
1,977
$
—
$
—
$
1,977
Equipment and other service agreement liabilities
14,550
6,449
2,796
23,798
Contract liabilities and current deferred income
$
16,527
$
6,449
$
2,796
$
25,774
Non-current deferred income
20
13
142
175
Total contract liabilities and deferred income
$
16,547
$
6,462
$
2,938
$
25,950
Remaining Performance Obligation (RPO)
.
As of
September 30, 2026
, the aggregate amount of the contracted revenues allocated to our
unsatisfied (or partially unsatisfied) performance obligations
was
$
196,721
million
. We expect to recognize revenue as we satisfy our RPO
as follows:
(1)
Equipment-related RPO of
$
104,054
million
of which
33
%
,
60
%
,
and
97
%
is expected to be recognized within
1
,
2
,
and
5
years
,
respectively, and the remaining thereafter.
(2)
Services-related RPO of
$
92,667
million
of which
16
%
,
54
%
,
78
%
,
and
91
%
is expected to be recognized within
1
,
5
,
10
,
and
15
years
, respectively, and the remaining thereafter.
Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related RPO.
NOTE
10
.
CURRENT AND ALL OTHER ASSETS
.
All other current assets primarily include prepaid taxes and deferred charges, and
derivative instruments (see Note
20
). All other current
assets
decreased
$
481
million
for the
nine months ended
September 30, 2026
primarily due to the sale of our remaining shares in China XD Electric Co., Ltd. See Note 19 for further information.
All other assets
primarily include long-term receivables (see Note
4
), pension surplus, taxes receivable, and prepaid taxes and deferred charges.
All other
assets increased
$
256
million
in the
nine months ended
September 30, 2026
primarily due to increases in long-term receivables and
pension surplus, partially offset by a decrease in taxes receivable.
NOTE
11
.
EQUITY METHOD INVESTMENTS
Equity method
investment balance
Equity method investment income (loss)
Three months ended September 30
Nine months ended September 30
September 30,
2026
December 31, 2025
2026
2025
2026
2025
Power(a)
$
953
$
922
$
18
$
19
$
59
$
25
Electrification(b)
86
479
1
57
55
161
Wind
21
30
—
—
—
—
Corporate
366
403
11
2
(
11
)
19
Total
$
1,426
$
1,834
$
31
$
78
$
103
$
205
(a) Includes
Aero Alliance, our joint venture
with Baker Hughes Company, that supports our customers through the fulfillment of
aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were
$
208
million
and
$
206
million
in the
three months ended
and
$
685
million
and
$
498
million
in the
nine months ended
September 30,
2026
and
2025
,
respectively. The Company owed Aero Alliance
$
70
million
and
$
55
million
as of
September 30, 2026
and
December
31, 2025
, respectively. These amounts have been recorded in Accounts payable and equipment project payables on the Consolidated
Statement of Financial Position.
(b)
In the first quarter of 2026, we acquired the remaining
50
%
stake of our former equity method investment in
Prolec
GE from Xignux. As
a result, Prolec GE is now consolidated within our financial statements. See Note 8 for further information.
NOTE
12
.
ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES
September 30, 2026
December 31, 2025
Trade payables
$
7,110
$
5,721
Supply chain finance programs
2,111
1,542
Equipment project payables
1,270
1,210
Non-income based tax payables
295
335
Accounts payable and equipment project payables
$
10,786
$
8,809
We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE
Vernova receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through
these third-party programs were
$
3,166
million
for
both
the
nine months ended
September 30, 2026
and
2025
.
NOTE
13
.
POSTRETIREMENT BENEFIT PLANS
.
GE Vernova-sponsored plans are presented in three categories: principal pension
plans, other pension plans, and principal retiree benefit plans. See Note 13 in the Notes to our audited consolidated and combined financial
statements in our Annual
Report
on Form 10-K for the fiscal year ended December 31, 2025 for further information.
The components of benefit plans cost (income) other than the service cost are included in the caption Non-operating benefit income in our
Consolidated Statement of Income (Loss).
2026 3Q FORM 10-Q
16
2026
2025
Three months ended September 30
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Service cost – operating
$
6
$
7
$
1
$
6
$
7
$
1
Interest cost
135
61
8
140
58
10
Expected return on plan assets
(
170
)
(
89
)
—
(
178
)
(
82
)
—
Amortization of net loss (gain)
(
54
)
7
(
13
)
(
50
)
10
(
10
)
Amortization of prior service cost (credit)
2
(
2
)
(
14
)
—
(
2
)
(
14
)
Curtailment/settlement loss (gain)
—
—
(
84
)
—
—
(
1
)
Non-operating benefit costs (income)
$
(
88
)
$
(
24
)
$
(
103
)
$
(
88
)
$
(
16
)
$
(
14
)
Net periodic expense (income)
$
(
82
)
$
(
17
)
$
(
102
)
$
(
82
)
$
(
8
)
$
(
13
)
2026
2025
Nine months ended September 30
Principal
pension
Other
pension
Principal
retiree
benefit
Principal
pension
Other
pension
Principal
retiree
benefit
Service cost – operating
$
18
$
21
$
2
$
17
$
21
$
4
Interest cost
405
175
24
420
169
29
Expected return on plan assets
(
511
)
(
256
)
—
(
535
)
(
237
)
—
Amortization of net loss (gain)
(
163
)
19
(
39
)
(
149
)
30
(
29
)
Amortization of prior service cost (credit)
5
(
6
)
(
42
)
—
(
6
)
(
41
)
Curtailment/settlement loss (gain)
—
—
(
84
)
—
1
(
1
)
Non-operating benefit costs (income)
$
(
265
)
$
(
68
)
$
(
140
)
$
(
263
)
$
(
44
)
$
(
41
)
Net periodic expense (income)
$
(
247
)
$
(
47
)
$
(
138
)
$
(
246
)
$
(
22
)
$
(
37
)
Principal
Retiree
Benefit.
During the third quarter of 2026, the Company
entered into agreements to transfer
a portion of its principal
retiree benefit obligations to a third-party
insurance carrier
who will assume full legal and administrative responsibility for future benefit
obligations.
The Company expects to pay a total of approximately
$
375
million
within the next twelve months
, of which
$
353
million
was
paid during the three months ended September 30, 2026.
As a result of these transactions, the Company will accelerate the recognition of net actuarial gains/(losses) and prior service credits of
approximately
$
293
million
, recorded in Accumulated other comprehensive income (AOCI) in our Consolidated Statement of Financial
Position that will be recognized as settlement gains recorded in Non-operating benefit income in our Consolidated Statement of Income
(Loss) within the next twelve months
, of which we recognized a settlement gain of
$
84
million
in the three months ended September 30,
2026, with the majority of the remainder to be recognized upon completion of the transfer
. See Note 17 for further information.
Principal Pension
Funding
.
The Employee Retirement Income Security Act (ERISA) establishes minimum funding requirements for U.S.
pension plans. GE Vernova's funding policy is to contribute amounts that satisfy these requirements, together with such additional amounts
as the Company may determine to be appropriate. In
June 2026
, GE Vernova made a voluntary contribution of
$
516
million
to the GE
Energy Pension Plan. The Company does not anticipate having to make any additional required contributions to this plan for the
foreseeable
future
.
Defined Contribution Plan.
GE Vernova sponsors a defined contribution plan for its eligible U.S. employees. Expenses associated with
their participation in the plan represent the employer contributions for GE Vernova employees and were
$
41
million
and
$
33
million
for the
three months ended
and
$
139
million
and
$
119
million
for the
nine months ended
September 30, 2026
and
2025
, respectively.
NOTE
14
.
LONG-TERM BORROWINGS
September 30, 2026
December 31, 2025
4.250
%
senior notes due 2031
$
600
$
—
4.875
%
senior notes due 2036
1,000
—
5.500
%
senior notes due 2056
1,000
—
Other long-term borrowings and finance leases
281
289
Unamortized discount and issuance costs
(
55
)
—
Total
$
2,826
$
289
Less: Current maturities of long-term borrowings and finance leases
31
24
Total long-term borrowings
$
2,795
$
265
On February 4, 2026, GE Vernova issued
$
2,600
million
aggregate principal amount of senior notes, consisting of
$
600
million
of
4.250
%
senior notes due February 2031,
$
1,000
million
of
4.875
%
senior notes due February 2036, and
$
1,000
million
of
5.500
%
senior notes due
February 2056. The senior notes contain customary optional redemption provisions. Net proceeds from the offering were approximately
$
2,543
million, net of the original issue discount, underwriting fees, and deferred issuance costs. The net proceeds from the debt issuance
were used for general corporate purposes, including financing a portion of the acquisition of the remaining
50
%
interest in Prolec GE, which
closed on February 2, 2026.
2026 3Q FORM 10-Q
17
The estimated fair value of our long-term borrowings, excluding finance leases, was
$
2,381
million
and
$
11
million
as of
September 30,
2026
and
December 31, 2025
, respectively, compared to carrying values of
$
2,553
million
and
$
11
million
as of
September 30, 2026
and
December 31, 2025
, respectively. The fair value of the senior notes is classified as Level 2 within the fair value hierarchy.
Credit Facilities.
As of
September 30, 2026
, we have
$
6,000
million
of credit facilities consisting of (i) an unsecured revolving credit facility
in an aggregate committed amount of
$
3,000
million
and (ii) a standby letter of credit and bank guarantee facility in an aggregate committed
amount of
$
3,000
million
.
Each of the credit facilities will mature on April 2, 2029. There were
no
borrowings outstanding on these facilities
as of
September 30, 2026
. Fees related to the unused portion of the facilities were insignificant in both the three and
nine months ended
September 30, 2026
. S
ee Note 22 in the Notes to our audited consolidated and combined financial statements in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2025 for further information.
NOTE
15
.
CURRENT AND ALL OTHER LIABILITIES
.
A
ll other current liabilities primarily include liabilities related to employee
compensation and benefits, equipment projects and other commercial liabilities, product warranties (see Note
22
), taxes payable, liabilities
related to business disposition activities, operating lease liabilities (see Note 7), and restructuring liabilities (see Note
23
)
. All other current
liabilities
decreased
$
298
million
in the
nine months ended
September 30, 2026
primarily due to decreases in equipment projects and other
commercial liabilities and restructuring liabilities, partially offset by increases in derivative instruments and taxes payable.
All other liabilities
primarily include liabilities related to uncertain and other income taxes, product warranties (see Note
22
), legal liabilities (see Note
22
),
asset retirement obligations (see Note
22
), operating lease liabilities (see Note
7
), deferred income (see Note 9), equipment projects and
other commercial liabilities, and indemnifications (see Note
22
). All other liabilities
decreased
$
362
million
in the
nine months ended
September 30, 2026
primarily due to decreases in uncertain and other income taxes and related liabilities, and deferred income
.
NOTE
16
.
INCOME TAXES
.
Our effective tax rate was
27.7
%
for the three months ended
September 30, 2026
. The effective tax rate
was higher than the U.S. statutory rate of
21%
primarily due to losses providing no tax benefit in certain jurisdictions
and U.S. tax effects of
income earned in foreign jurisdictions,
partially offset by an income tax benefit from tax law changes.
Our effective tax rate was
14.4
%
for the
nine months ended
September 30, 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, income tax benefits from stock-based compensation and tax
law changes, partially offset by losses providing no tax benefit in certain jurisdictions and
U.S. tax effects of income earned in foreign
jurisdictions
.
Our effective tax rate was
39.2
%
and
29.8
%
for the three
and
nine months ended
September 30, 2025
, respectively. The effective tax rate
was higher than the U.S. statutory rate of
21%
in both periods primarily due to losses providing no tax benefit in certain jurisdictions and the
finalization of the Company's pre-separation from GE tax attributes that increased the Company's current provision for income taxes,
partially offset by an income tax benefit from stock-based compensation.
NOTE
17
.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) AND COMMON STOCK
Currency
translation
adjustment
Benefit plans
Cash flow
hedges
Total AOCI
Balance as of
July 1, 2026
$
(
1,415
)
$
(
334
)
$
19
$
(
1,731
)
AOCI before reclasses – net of taxes of
$(
21
)
,
$
—
, and
$
8
1
62
(
56
)
6
Reclasses from AOCI – net of taxes of
$
—
,
$
4
, and
$
—
—
(
155
)
(
13
)
(
169
)
Less: AOCI attributable to noncontrolling interests
(
14
)
(
5
)
—
(
19
)
Balance as of
September 30, 2026
$
(
1,400
)
$
(
422
)
$
(
51
)
$
(
1,874
)
Balance as of
July 1, 2025
$
(
1,296
)
$
(
217
)
$
68
$
(
1,445
)
AOCI before reclasses – net of taxes of
$
5
,
$(
3
)
, and
$
—
31
21
23
75
Reclasses from AOCI – net of taxes of
$
—
,
$(
1
)
, and
$
—
—
(
72
)
4
(
68
)
Less: AOCI attributable to noncontrolling interests
—
—
—
—
Balance as of
September 30, 2025
$
(
1,266
)
$
(
268
)
$
95
$
(
1,438
)
Balance as of
January 1, 2026
$
(
1,260
)
$
(
247
)
$
100
$
(
1,407
)
AOCI before reclasses – net of taxes of
$
3
,
$(
21
)
, and
$(
4
)
(
155
)
45
(
115
)
(
225
)
Reclasses from AOCI – net of taxes of
$
—
,
$
85
, and
$
—
—
(
224
)
(
36
)
(
260
)
Less: AOCI attributable to noncontrolling interests
(
15
)
(
4
)
—
(
19
)
Balance as of
September 30, 2026
$
(
1,400
)
$
(
422
)
$
(
51
)
$
(
1,874
)
Balance as of
January 1, 2025
$
(
1,734
)
$
(
58
)
$
33
$
(
1,759
)
AOCI before reclasses – net of taxes of
$
3
,
$
9
, and
$
—
471
6
39
516
Reclasses from AOCI – net of taxes of
$
—
,
$(
3
)
, and
$
—
—
(
214
)
22
(
192
)
Less: AOCI attributable to noncontrolling interests
3
1
—
4
Balance as of
September 30, 2025
$
(
1,266
)
$
(
268
)
$
95
$
(
1,438
)
Common Stock.
On
September 30, 2026
, there were
264,677,066
shares of GE Vernova common stock outstanding.
We
repurchased
1.7
million
shares and
6.0
million
shares for
$
1,630
million
and
$
5,274
million
during
the
three and nine
months ended
September 30, 2026
,
respectively, excluding commission fees and excise taxes. On October 28, 2026, we announced that our Board of Directors increased our
share repurchase authorization to
$
20
billion
of common stock. Cumulatively, as of
September 30, 2026
, we have repurchased
$
8,593
million
of common stock over the life of the program.
2026 3Q FORM 10-Q
18
NOTE
18
.
EARNINGS PER SHARE INFORMATION
.
The dilutive effect of outstanding stock options, restricted stock units, and
performance share units is reflected in the denominator for diluted earnings per share using the treasury stock method.
Three months ended September 30
Nine months ended September 30
(In millions, except per share amounts)
2026
2025
2026
2025
Numerator:
Net income (loss)
$
1,289
$
453
$
6,687
$
1,209
Net loss (income) attributable to noncontrolling interests
2
(
1
)
17
11
Net income (loss) attributable to GE Vernova
$
1,291
$
452
$
6,704
$
1,220
Denominator:
Basic weighted-average shares outstanding
266
272
267
273
Dilutive effect of common stock equivalents
3
3
3
4
Diluted weighted-average shares outstanding
268
275
270
277
Basic earnings (loss) per share
$
4.86
$
1.66
$
25.06
$
4.47
Diluted earnings (loss) per share
$
4.81
$
1.64
$
24.81
$
4.41
Antidilutive securities(a)
—
1
—
1
(a) Diluted earnings (loss) per share excludes certain shares issuable under share-based compensation plans because the effect would
have been antidilutive.
NOTE
19
.
OTHER INCOME (EXPENSE)
–
NET
Three months ended September 30
Nine months ended September 30
2026
2025
2026
2025
Equity method investment income (loss) (Note
11
)
$
31
$
78
$
103
$
205
Net interest and investment income (loss)(a)
7
91
299
125
Gains (losses) on purchases and sales of business interests(b)
35
44
4,463
66
Derivative instruments (Note
20
)
21
(
17
)
25
(
8
)
Licensing income
4
11
23
18
Other – net
6
14
34
50
Total other income (expense) – net
$
105
$
221
$
4,947
$
455
(a)
Includes
financial interest related to our normal business operations primarily with customers
. Includes a pre-tax realized gain of
$
264
million
related to the sale of our remaining
shares
in China XD Electric Co., Ltd in the nine months ended
September 30, 2026
.
Also includes a pre-tax unrealized gain of
$
73
million
related to our former interest in China XD Electric Co., Ltd in the three and nine
months ended September 30, 2025. See Note
10
for further information.
(b) 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, a pre-tax gain of
$
366
million
related to the sale of our Proficy
business in our Electrification segment, and a pre-tax gain of
$
86
million
related to the sale of an equity method investment at our
Financial Services business in th
e nine mo
nths ended September 30, 2026
. See Notes 3, 8, and 11 for further information.
NOTE
20
.
FINANCIAL
INSTRUMENTS
Loans and Other Receivables
.
The Company’s financial assets not carried at fair value primarily consist of loan receivables and
noncurrent customer and other receivables. The net carrying amount was
$
204
million
and
$
229
million
as of
September 30, 2026
and
December 31, 2025
, respectively. The estimated fair value was
$
204
million
and
$
225
million
as of
September 30, 2026
and
December 31,
2025
,
respectively. All of these assets are considered to be Level 3.
Derivatives and Hedging.
Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility
associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These
hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The
Company does not enter into or hold derivative instruments for speculative trading purposes.
We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities.
These contracts are generally
one
to
9
months
in duration but with maximum remaining maturities of up to
9
years
as of
September 30,
2026
.
Cash Flow Hedges.
The total amount in AOCI related to cash flow hedges was a net
$
51
million
loss
and a net
$
100
million
gain
as of
September 30, 2026
and
December 31, 2025
, respectively, of which a net
$
7
million
gain and a net
$
26
million
gain, respectively, related to
our share of AOCI recognized at our non-consolidated joint ventures. We expect to reclassify
$
21
million
of pre-tax net
losses
associated
with designated cash flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted
transactions. The Company reclassified net gains (losses) from AOCI into earnings of
$
13
million
and
$(
4
) million
for the
three months
ended
and
$
36
million
and
$(
22
) million
for the
nine months ended
September 30, 2026
and
2025
,
respectively. As of
September 30, 2026
,
the maximum length of time over which we are hedging forecasted transactions was approximately
9
years
.
2026 3Q FORM 10-Q
19
Net Investment Hedges.
We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging
relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non-U.S.
dollar functional equity method investees. The total amount in AOCI related to net investment hedges was a net gain of
$
31
million
as
of
September 30, 2026
and
December 31, 2025
.
The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:
GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS
September 30, 2026
Gross Notional
All other
current assets
All other assets
All other
current
liabilities
All other
liabilities
Foreign currency exchange contracts accounted for
as hedges
(a)
$
8,605
$
42
$
134
$
86
$
67
Foreign currency exchange contracts(a)
33,328
336
79
345
114
Commodity and other contracts
545
51
33
6
8
Derivatives not accounted for as hedges
$
33,873
$
387
$
112
$
351
$
122
Total gross derivatives
$
42,478
$
429
$
245
$
437
$
189
Netting adjustment(b)
(
257
)
(
117
)
(
255
)
(
117
)
Net derivatives recognized in the Consolidated
Statement of Financial Position
$
172
$
128
$
182
$
72
December 31, 2025
Gross Notional
All other
current assets
All other assets
All other
current
liabilities
All other
liabilities
Foreign currency exchange contracts accounted for
as hedges
(a)
$
6,547
$
72
$
147
$
28
$
23
Foreign currency exchange contracts(a)
38,005
382
161
316
156
Commodity and other contracts
389
52
32
1
2
Derivatives not accounted for as hedges
$
38,393
$
434
$
193
$
317
$
158
Total gross derivatives
$
44,940
$
506
$
340
$
345
$
181
Netting adjustment(b)
(
274
)
(
118
)
(
271
)
(
118
)
Net derivatives recognized in the Consolidated
Statement of Financial Position
$
233
$
223
$
74
$
63
(a) Total gross notional amount of foreign currency exchange contracts represents the volume of derivatives activity. When foreign currency
exchange contracts with the same currency pair and maturity date are netted across different counterparties, the notional amount
reduces to approximately
$
22,047
million
and
$
24,740
million
as of
September 30, 2026
and December 31, 2025, respectively.
(b) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts
include fair value adjustments related to our own and counterparty non-performance risk.
PRE-TAX GAINS (LOSSES) RECOGNIZED IN AOCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES
Three months ended September 30
Nine months ended September 30
2026
2025
2026
2025
Cash flow hedges
$
(
68
)
$
2
$
(
92
)
$
16
Net investment hedges
(
1
)
1
1
(
2
)
The tables below show the effect of our derivative financial instruments in the Consolidated Statement of Income (Loss):
Three months ended September 30, 2026
Sales of
equipment and
services
Cost of equipment
and services
Selling, general,
and administrative
expenses
Other income
(expense) – net
Total amount of income and expense in the Consolidated
Statement of Income (Loss)
$
12,642
$
9,536
$
1,354
$
105
Effects of cash flow hedges
$
17
$
4
$
—
$
—
Foreign currency exchange contracts
—
27
(
7
)
21
Commodity and other contracts
—
(
25
)
(
2
)
—
Effect of derivatives not designated as hedges
$
—
$
2
$
(
10
)
$
21
Three months ended September 30, 2025
Total amount of income and expense in the Consolidated
Statement of Income (Loss)
$
9,969
$
8,071
$
1,221
$
221
Effects of cash flow hedges
$
15
$
18
$
—
$
—
Foreign currency exchange contracts
3
(
1
)
4
(
17
)
Commodity and other contracts
—
(
5
)
(
9
)
—
Effect of derivatives not designated as hedges
$
3
$
(
6
)
$
(
5
)
$
(
17
)
2026 3Q FORM 10-Q
20
Nine months ended September 30, 2026
Sales of
equipment and
services
Cost of equipment
and services
Selling, general,
and administrative
expenses
Other income
(expense) – net
Total amount of income and expense in the Consolidated
Statement of Income (Loss)
$
33,084
$
25,837
$
4,024
$
4,947
Effects of cash flow hedges
$
30
$
(
5
)
$
—
$
1
Foreign currency exchange contracts
—
136
(
17
)
25
Commodity and other contracts
—
(
35
)
(
12
)
—
Effect of derivatives not designated as hedges
$
—
$
101
$
(
30
)
$
25
Nine months ended September 30, 2025
Total amount of income and expense in the Consolidated
Statement of Income (Loss)
$
27,112
$
21,899
$
3,594
$
455
Effects of cash flow hedges
$
(
4
)
$
18
$
—
$
—
Foreign currency exchange contracts
6
(
50
)
(
65
)
(
8
)
Commodity and other contracts
—
(
11
)
(
13
)
—
Effect of derivatives not designated as hedges
$
6
$
(
60
)
$
(
78
)
$
(
8
)
The amount excluded for cash flow hedges was a gain (loss) of
$
5
million
and
$
10
million
for the
three months ended
and
$
21
million
and
$
30
million
for the
nine months ended
September 30, 2026
and
2025
, respectively. These amounts are recognized in Sales of equipment,
Sales of services, Cost of equipment, and Cost of services in our Consolidated Statement of Income (Loss).
NOTE
21
.
VARIABLE INTEREST ENTITIES (VIEs)
.
In our Consolidated Statement of Financial Position, we have assets of
$
83
million
and
$
128
million
and liabilities of
$
101
million
and
$
132
million
as of
September 30, 2026
and
December 31, 2025
, respectively,
from consolidated VIEs. These entities were created to manage our insurance exposure through an insurance captive and to help our
customers facilitate or finance the purchase of GE Vernova equipment and services, and have no features that could expose us to losses
that would significantly exceed the difference between the consolidated assets and liabilities.
Our investments in unconsolidated VIEs were
$
138
million
and
$
85
million
as of
September 30, 2026
and
December 31, 2025
, respectively.
Our maximum exposure to loss in respect of unconsolidated VIEs is increased by our commitments to make additional investments in these
entities described in Note
22
.
NOTE
22
.
COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES
Commitments
.
We had total investment commitments of
$
130
million
and no unfunded lending commitments
at
September 30, 2026
. The
commitments primarily consist of obligations to make investments or provide funding by our Financial Services business. See Note
21
for
further information.
Guarantees
.
As of
September 30, 2026
, we were committed under the following guarantee arrangements:
Credit support.
We have provided
$
731
million
of credit support on behalf of certain customers or associated companies, predominantly
joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to
support our consolidated subsidiaries. The liability for such credit support was
$
8
million
.
Indemnification agreements.
We have
$
1,008
million
of indemnification commitments, including
our commercial contracts and
agreements governing the sale of business assets
, for which we recorded a liability of
$
671
million
. The liability is primarily associated with
cash and deposits and includes a
$
404
million
liability at
September 30, 2026
related to cash transferred to the Company from General
Electric Company (GE) as part of the separation that is restricted in connection with certain legal matters related to legacy GE operations.
The liability reflects the use of these funds to settle any associated obligations and the return of any remaining cash to GE in a future
reporting period once resolved. In addition, the liability includes
$
170
million
of indemnifications
in connection with agreements entered into
with GE related to the separation, including a tax matters agreement (TMA).
The IRS is currently auditing the consolidated GE U.S. income
tax returns for 2016 through 2020, during which years the GE Vernova businesses were part of the consolidated filing. In the first and third
quarters of 2026, we were informed by GE of updates to this IRS audit. The resolution could result in additional tax obligations and potential
penalties that may be allocated to GE Vernova by GE, in accordance with the TMA. GE has stated the resolution of this matter could be
time-consuming and is not likely in the near term. If the resolution is unfavorable, then it could result in material indemnification obligations
due from GE Vernova to GE, which are not reasonably estimable at this time and for which no liability has been accrued.
Product Warranties
.
We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates
are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts
provided.
The liability for product warranties was
$
1,665
million
and
$
1,573
million
as of
September 30, 2026
and
December 31, 2025
,
respectively.
Legal
Matters
.
In the normal course of our business, we are involved from time to time in various arbitrations, class actions, litigation,
investigations, and other legal, regulatory, or governmental actions. See Note 22 in the Notes to our audited consolidated and combined
financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for further information.
Environmental and Asset Retirement Obligations.
Our operations involve the use, disposal, and cleanup of substances regulated under
environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental
remediation activities and may incur additional liabilities in connection with previously remediated sites. Additionally, like many other
2026 3Q FORM 10-Q
21
industrial companies, we and our subsidiaries are defendants in various lawsuits related to alleged worker exposure to asbestos or other
hazardous materials. Liabilities for environmental remediation, nuclear decommissioning, and worker exposure claims exclude possible
insurance recoveries.
It is reasonably possible that our exposure will exceed amounts accrued. However, due to uncertainties about the status of laws,
regulations, technology, and information related to individual sites and lawsuits, such amounts are not reasonably estimable. Our reserves
related to environmental remediation and worker exposure claims recorded in All other liabilities were
$
132
million
and
$
135
million
as of
September 30, 2026
and
December 31, 2025
, respectively
.
We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the
obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent nuclear decommissioning, legal
obligations to return leased premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is
measured at the present value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs
are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. Our asset
retirement obligations were
$
554
million
and
$
541
million
as of
September 30, 2026
and December 31, 2025, respectively, and are
recorded in All other current liabilities and All other liabilities in our Consolidated Statement of Financial Position. Of these amounts,
$
474
million
and
$
459
million
, respectively, were related to nuclear decommissioning obligations.
NOTE
23
.
RESTRUCTURING CHARGES AND SEPARATION COSTS
Restructuring and Other Charges.
The Company has undertaken or committed to various restructuring initiatives, including workforce
reductions and the consolidation of manufacturing and service facilities. Restructuring and other charges primarily include employee-related
termination benefits associated with workforce reductions, facility exit costs, asset write-downs, and cease-use costs. We expect the
majority of costs to be incurred within
two years
of the commitment of a restructuring initiative.
This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in
our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal
and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note
24
for further information.
RESTRUCTURING AND OTHER CHARGES
Three months ended September 30
Nine months ended September 30
2026
2025
2026
2025
Workforce reductions
$
(
9
)
$
74
$
18
$
144
Plant closures and associated costs and other asset write-downs
3
5
3
37
Acquisition/disposition net charges and other
14
8
90
17
Total restructuring and other charges
$
8
$
86
$
110
$
197
Cost of equipment and services
$
(
3
)
$
14
$
8
$
92
Selling, general, and administrative expenses
10
72
102
105
Total restructuring and other charges
$
8
$
86
$
110
$
197
Power
$
1
$
34
$
1
$
58
Electrification
5
22
87
49
Wind
1
—
8
52
Other
—
28
14
38
Total restructuring and other charges(a)
$
8
$
86
$
110
$
197
(
a) Includes
$
15
million
and
$
14
million
for the
three months ended
and
$
111
million
and
$
56
million
for the
nine months ended
September
30, 2026
and
2025
, respectively, primarily of non-cash impairment, accelerated depreciation, and other charges not reflected in the
liability table below.
Liabilities associated with restructuring activities were primarily related to workforce reductions and were recorded in All other current
liabilities, All other liabilities, and Non-current compensation and benefits in our Consolidated Statement of Financial Position.
RESTRUCTURING LIABILITIES
2026
2025
Balance as of
January 1
$
279
$
308
Additions
—
141
Payments
(
101
)
(
126
)
Foreign exchange and other
(
5
)
(
21
)
Balance as of
September 30
$
173
$
302
Total restructuring and other charges incurred
for the three and
nine months ended
September 30, 2026
and
2025
primarily relate to
programs to simplify the organizational structure of, reduce operating costs in, and to right-size the businesses. The costs for the three and
nine months ended
September 30, 2026
also include costs
of
$
9
million
and
$
77
million
, respectively, related to the acquisition and
integration of the remaining
50
%
stake of Prolec GE in our Electrification segment.
On July 21, 2025, we approved a restructuring plan (the
Plan) accelerating previously announced enterprise transformation activities to reduce general and administrative costs. We have incurred
$
172
million
of costs in connection with the Plan primarily consisting of termination benefits associated with a reduction in the workforce,
with
$
134
million
of the costs resulting in cash expenditures. In the three and
nine months ended
September 30, 2026
, we incurred
$(
8
)
million
and
$
28
million
, respectively, of costs related to the Plan, which is now substantially complete.
2026 3Q FORM 10-Q
22
Separation Costs.
In connection with the separation from GE, the Company recognized separation costs of
$
31
million
and
$
43
million
for
the
three months ended
and
$
92
million
and
$
122
million
for the
nine months ended
September 30, 2026
and
2025
, respectively, in our
Consolidated Statement of Income (Loss). Separation costs include system implementations, advisory fees, one-time stock option grant,
and other one-time costs, which are primarily recorded in Selling, general, and administrative expenses.
NOTE
24
.
SEGMENT INFORMATION
.
Operating segments include components of an enterprise about which separate financial
information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (CODM) for the purpose of assessing
performance and allocating resources. The Company’s
CODM
is its Chief Executive Officer (CEO). Our operating activities are managed
through
three
segments: Power, Electrification, and Wind. These segments have been identified based on the nature of the products and
services sold and how the Company manages its operations.
The performance of these segments is principally measured based on revenues and segment EBITDA. Segment EBITDA is determined
based on the performance measures used by our CEO to assess the performance of each business in a given period. In connection with
that assessment, the CEO may exclude matters, such as charges for impairments, significant higher-cost restructuring programs,
manufacturing footprint rationalization and other similar expenses, acquisition costs and other related charges, certain gains and losses
from acquisitions or dispositions, and certain other non-operational items.
Consistent accounting policies have been applied by all segments for all reporting periods. See Note
1
for a
description of our reportable
segments.
Three months ended September 30
Nine months ended September 30
TOTAL SEGMENT REVENUES BY BUSINESS UNIT
2026
2025
2026
2025
Gas Power
$
5,117
$
3,948
$
13,610
$
11,464
Nuclear Power
719
664
2,294
1,975
Hydro Power
231
251
613
658
Power
$
6,067
$
4,863
$
16,516
$
14,097
Power Transmission
$
1,868
$
811
$
5,124
$
2,262
Grid Systems Integration
1,002
677
2,499
1,646
Power Conversion & Storage
569
621
1,585
1,413
Grid Automation & Software
424
456
1,251
1,246
Electrification
$
3,862
$
2,565
$
10,459
$
6,566
Onshore Wind
$
2,468
$
2,453
$
5,376
$
6,118
Offshore Wind
273
195
824
624
Wind
$
2,741
$
2,647
$
6,200
$
6,742
Total segment revenues
$
12,671
$
10,075
$
33,175
$
27,405
SEGMENT EBITDA
Three months ended September 30, 2026
Power
Electrification
Wind
Total
Equipment revenues
$
2,864
$
3,355
$
2,121
$
8,340
Services revenues
3,196
476
619
4,290
Intersegment revenues
8
31
1
41
Segment revenues
6,067
3,862
2,741
12,671
Other revenues and elimination of intersegment revenues
(
29
)
Total revenues
12,642
Less:(a)
Cost of revenues(b)
4,152
2,634
2,505
Selling, general, and administrative expenses(b)
497
375
134
Research and development expenses(b)
170
119
37
Other segment items(c)
(
50
)
(
5
)
(
7
)
Segment EBITDA
$
1,297
$
739
$
72
$
2,109
Nine months ended September 30, 2026
Power
Electrification
Wind
Total
Equipment revenues
$
6,697
$
8,952
$
4,405
$
20,054
Services revenues
9,789
1,424
1,793
13,005
Intersegment revenues
30
83
3
116
Segment revenues
16,516
10,459
6,200
33,175
Other revenues and elimination of intersegment revenues
(
91
)
Total revenues
33,084
Less:(a)
Cost of revenues(b)
11,656
7,173
6,277
Selling, general, and administrative expenses(b)
1,415
1,070
399
Research and development expenses(b)
455
338
106
Other segment items(c)
(
150
)
(
62
)
2
Segment EBITDA
$
3,139
$
1,939
$
(
585
)
$
4,493
2026 3Q FORM 10-Q
23
Three months ended September 30, 2025
Power
Electrification
Wind
Total
Equipment revenues
$
1,668
$
2,019
$
2,194
$
5,880
Services revenues
3,113
521
444
4,078
Intersegment revenues
83
25
10
118
Segment revenues
4,863
2,565
2,647
10,075
Other revenues and elimination of intersegment revenues
(
107
)
Total revenues
9,969
Less:(a)
Cost of revenues(b)
3,663
1,812
2,532
Selling, general, and administrative expenses(b)
449
323
118
Research and development expenses(b)
144
110
43
Other segment items(c)
(
45
)
(
67
)
16
Segment EBITDA
$
651
$
387
$
(
61
)
$
977
Nine months ended September 30, 2025
Power
Electrification
Wind
Total
Equipment revenues
$
4,549
$
5,037
$
5,386
$
14,971
Services revenues
9,345
1,437
1,329
12,111
Intersegment revenues
203
93
28
324
Segment revenues
14,097
6,566
6,742
27,405
Other revenues and elimination of intersegment revenues
(
293
)
Total revenues
27,112
Less:(a)
Cost of revenues(b)
10,481
4,589
6,598
Selling, general, and administrative expenses(b)
1,379
960
393
Research and development expenses(b)
386
292
117
Other segment items(c)
(
104
)
(
181
)
8
Segment EBITDA
$
1,954
$
906
$
(
373
)
$
2,487
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
Intersegment expenses are included within the amounts shown.
(b) Excludes depreciation and amortization expenses.
(c) Primarily includes equity method investment income and other interest and investment income.
RECONCILIATION OF SEGMENT EBITDA TO NET INCOME
(LOSS)
Three months ended September 30
Nine months ended September 30
2026
2025
2026
2025
Segment EBITDA
$
2,109
$
977
$
4,493
$
2,487
Corporate and other(a)
(
166
)
(
166
)
(
405
)
(
448
)
Restructuring and other charges
(
6
)
(
83
)
(
109
)
(
192
)
Gains (losses) on purchases and sales of business interests(b)
36
113
4,481
131
Separation costs(c)
(
31
)
(
43
)
(
92
)
(
122
)
Non-operating benefit income
212
115
465
340
Depreciation and amortization(d)
(
439
)
(
212
)
(
1,199
)
(
617
)
Interest and other financial income (charges) – net(e)
71
44
171
141
(Provision) benefit for income taxes
(
496
)
(
292
)
(
1,119
)
(
510
)
Net income (loss)
$
1,289
$
453
$
6,687
$
1,209
(a) Includes interest (income) expense of
zero
and
zero
and (provision) benefit for income taxes of
$
3
million
and
zero
for the
three months
ended
September 30, 2026
and
2025
, respectively, as well as interest (income) expense of
zero
and
$(
1
) million
and (provision) benefit
for income taxes of
$(
3
) million
and
$(
4
) million
for the
nine months ended
September 30, 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.
(b) Includes a pre-tax gain of
$
3,992
million
in the nine months ended September 30, 2026 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
$
106
million
for the impact of a fair value adjustment to Prolec GE inventory that was recorded in Cost of equipment in the
nine months
ended
September 30, 2026
. Includes a pre-tax gain of
$
366
million
related to the sale of our Proficy business in our Electrification
segment in the
nine months ended
September 30, 2026
. Also includes unrealized and realized gains related to our interest in China XD
Electric Co., Ltd, which we sold the remainder of in 2026 and was recorded in Net interest and investment income (loss) which is part of
Other income (expense) - net. See Note
19
for further information.
(c) Costs incurred in the separation from GE, including system implementations, advisory fees, one-time stock option grant, and other one-
time costs.
(d) 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.
(e) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business
operations primarily with customers.
2026 3Q FORM 10-Q
24
ASSETS BY SEGMENT
September 30, 2026
December 31, 2025
Power
$
28,936
$
26,847
Electrification
21,664
9,017
Wind
12,331
11,444
Other(a)
23,288
15,709
Total assets
$
86,220
$
63,016
(a)
We classify deferred tax assets as "Other" for purposes of this disclosure.
PROPERTY, PLANT, AND EQUIPMENT ADDITIONS
Three months ended September 30
Nine months ended September 30
2026
2025
2026
2025
Power
$
324
$
107
$
681
$
260
Electrification(a)
192
41
1,334
110
Wind
81
61
233
157
Other
42
33
106
68
Total
$
640
$
243
$
2,352
$
595
(a)
Includes
$
949
million
of Property, plant, and equipment acquired with Prolec GE in the
nine months ended
September 30, 2026
.
DEPRECIATION AND AMORTIZATION
Three months ended September 30
Nine months ended September 30
2026
2025
2026
2025
Power
$
123
$
116
$
359
$
347
Electrification
228
25
608
68
Wind
73
56
187
161
Other
15
16
45
47
Total
$
439
$
213
$
1,199
$
623
2026 3Q FORM 10-Q
25
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 and
nine months ended
September 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."
Trench Group.
On October 25, 2026, GE Vernova entered into an agreement with Triton Partners to purchase the Trench Group for
approximately
8.0
billion Euros. Trench Group is a global developer, manufacturer, and supplier of specialized high- and medium-voltage
electrical components, including bushings, instrument transformers, and coils, with more than 3,000 employees across eleven
manufacturing sites. We currently expect to fund the acquisition equally between cash and debt. The acquisition is expected to close in late
2027, subject to the completion of customary regulatory approvals. See Part II, Item 5. Other Information for further information.
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. We paid cash consideration of $5.2 billion for this acquisition. 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.
During the first quarter of 2026, we successfully completed the installation of all remaining wind turbines at the
Vineyard Wind project and have commissioned substantially all wind turbines with the remainder expected
to
be
completed in early 2027
.
In the third quarter of 2026, we reached commercial resolution 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 total estimated cost impact from the global tariffs as outlined is
under
$100 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.
2026 3Q FORM 10-Q
26
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.
•
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
$196.7 billion
and
$135.3 billion
as of
September 30, 2026
and
2025
, respectively. For the
three months
ended
September 30, 2026
, total revenues were
$12.6 billion
, an
increase
of
$2.7 billion
for the quarter. Net income (loss) was
$1.3 billion
,
an
increase
of
$0.8 billion
in net income
for the quarter, and net income (loss) margin was
10.2%
. Diluted earnings (loss) per share was
$4.81
for the
three months ended
September 30, 2026
,
an
increase
in diluted earnings per share of
$3.17
for the quarter. Cash flows from
(used for) operating activities were
$16.7 billion
and
$2.5 billion
for the
nine months ended
September 30, 2026
and
2025
, respectively.
For the
three months ended
September 30, 2026
, Adjusted EBITDA* was
$1.9 billion
, an
increase
of
$1.1 billion
. Free cash flow* was
$15.3
billion
and
$1.9 billion
for the
nine months ended
September 30, 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
September 30, 2026
December 31, 2025
September 30, 2025
Equipment
$
104,054
$
64,245
$
54,092
Services
92,667
85,993
81,177
Total RPO
$
196,721
$
150,238
$
135,269
As of
September 30, 2026
, RPO
increase
d
$46.5 billion
(
31%
)
from
December 31, 2025
, primarily at Power,
due to increases at Gas
Power equipment and services, and increases at Nuclear Power services, partially offset by decreases at Hydro Power equipment; and
at
Electrification, due to the acquisition of Prolec GE of $5.0 billion and demand for switchgear and transformers at Power Transmission, and
demand for alternating current substation solutions, partially offset by decreases in high-voltage direct current solutions at Grid Systems
Integration; partially offset at Wind,
due to a decrease at Offshore Wind as we continue to execute on our contracts and at Onshore Wind
due to a decrease in orders primarily in North America
.
RPO
increase
d
$61.5 billion
(
45%
) from
September 30, 2025
, primarily at Power,
due to increases at Gas Power equipment and services, and increases at Nuclear Power services and equipment; and at Electrification,
due to
the acquisition of Prolec GE of $5.0 billion and demand for switchgear and transformers at Power Transmission, demand for
alternating current substation solutions, flexible alternating current transmission systems, and high-voltage direct current 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 and at Onshore Wind due to a decrease in orders primarily in North America.
Three months ended September 30
Nine months ended September 30
REVENUES
2026
2025
2026
2025
Equipment revenues
$
8,340
$
5,880
$
20,053
$
14,971
Services revenues
4,302
4,089
13,031
12,141
Total revenues
$
12,642
$
9,969
$
33,084
$
27,112
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
27
For the three
months
ended
September 30, 2026
, total revenues
increase
d
$2.7 billion
(
27%
). Equipment revenues increased at
Electrification,
primarily due to the acquisition of Prolec GE
and increased volume in switchgear and transformers at Power Transmission,
and
increased volume in alternating current substation solutions and high-voltage direct current solutions at Grid Systems Integration
; and
at Power, due to
increases at Gas Power from
higher Aeroderivative and Heavy-Duty Gas Turbine 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
lower project updates.
Services revenues increased at Wind, due to an increase at Onshore Wind from higher transactional volume; and at
Power; partially offset at Electrification.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increase
d
$1.8 billion
(
18%
), organic equipment revenues*
increased
$1.5 billion
(
26%
) and organic services revenues*
increased
$0.2
billion
(
6%
). Organic revenues
*
increased at Power, Electrification, and Wind.
For the nine months ended
September 30, 2026
, total revenues
increase
d
$6.0 billion
(
22%
). Equipment revenues increased at
Electrification,
primarily due to the acquisition of Prolec GE and increased volume in switchgear and transformers at Power Transmission,
increased volume in alternating current substation solutions and high-voltage direct current solutions at Grid Systems Integration, and
increased volume in power stability at Power Conversion & Storage
; and at Power, due to
increases at Gas Power from
higher
Aeroderivative and Heavy-Duty Gas Turbine 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 l
ower project update
s.
Services revenues
increased at Wind, due to increases at Onshore Wind from higher transactional volume; and
at
Power, due to increases at Nuclear Power
from higher volume and favorable pricing; partially offset
at Electrification
.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increase
d
$3.4 billion
(
13%
), organic equipment revenues*
increased
$2.6 billion
(
18%
) and organic services revenues*
increased
$0.8
billion
(
7%
). Organic revenues
*
increased at Power and Electrification, partially offset at Wind.
Three months ended September 30
Nine months ended September 30
EARNINGS (LOSS)
2026
2025
2026
2025
Operating income (loss)
$
1,394
$
366
$
2,227
$
787
Net income (loss)
1,289
453
6,687
1,209
Net income (loss) attributable to GE Vernova
1,291
452
6,704
1,220
Adjusted EBITDA*
1,943
811
4,089
2,038
Diluted earnings (loss) per share
$
4.81
$
1.64
$
24.81
$
4.41
For the three months ended
September 30, 2026
,
operating income (loss) was
$1.4 billion
, a
$1.0 billion
increase
, primarily due to:
an
increas
e in segment results at Power of
$0.6 billion
,
primarily at Gas Power due to favorable pricing and higher volume, partially offset by
the impact of inflation;
at Electrification of
$0.4 billion
, primarily at Power Transmission due to the acquisition of Prolec GE, higher volume,
productivity, and favorable price, and at Grid Systems Integration due to higher volume and productivity
; and at Wind of
$0.1 billion
,
primarily at Offshore Wind due to lower project costs and at Onshore Wind due to the impact of tariff recoveries and
Onshore Wind services
due to higher transactional volume, partially offset by Onshore Wind equipment due to lower volume; partially offset by an increase in
depreciation and amortization expense across all segments
of $0.2 billion due to the acquisition of Prolec GE and additional capital
expenditures.
Net income (loss) and Net income (loss) margin were
$1.3 billion
and
10.2%
, respectively, for
the
three months ended
September 30, 2026
,
an
increase
of
$0.8 billion
and
5.7%
, respectively,
for the quarter, primarily due to an
increase
in operating income (loss) of
$1.0 billion
,
partially offset by an increase in provision for income taxes of
$0.2 billion
.
Adjusted EBITDA* and Adjusted EBITDA margin* were
$1.9 billion
and
15.4%
, respectively, for the
three months ended
September 30,
2026
, an
increase
of
$1.1 billion
and
7.3%
, respectively, primarily driven by increases in segment results at Power, Electrification, and
Wind.
For the nine months ended
September 30, 2026
,
operating income (loss) was
$2.2 billion
, a
$1.4 billion
increase
, primarily due to:
an
increas
e in segment results at Power of
$1.2 billion
,
primarily at Gas Power due to favorable pricing, higher volume, and increased
productivity, partially offset by the impact of inflation and additional expenses to support investments at Gas Power and Nuclear Power; and
at Electrification of
$1.0 billion
, primarily at
Power Transmission due to the acquisition of Prolec GE, higher volume, productivity, and
favorable price,
and at Grid Systems Integration due to higher volume;
partially offset by a decrease
at Wind of
$0.2 billion
, primarily at
Onshore Wind due to lower equipment deliveries, partially offset by lower costs and higher transactional volume at Onshore Wind services,
and the impact of tariff recoveries at Onshore Wind; and an increase in
depreciation
and amortization expense across all segments of $0.6
billion due to the acquisition of Prolec GE and additional capital expenditures.
Net income (loss) and Net income (loss) margin were
$6.7 billion
and
20.2%
, respectively, for
the
nine months ended
September 30, 2026
,
an
increase
of
$5.5 billion
and
15.7%
, respectively,
for the year, primarily due to an increase in other income (expense) - net of
$4.5 billion
driven by a $4.0 billion pre-tax gain related to the acquisition of Prolec GE and a $0.4 billion pre-tax gain related to the sale of our Proficy
manufacturing software business (Proficy),
and
an increase in operating income (loss) of
$1.4 billion
, partially offset by an increase in
provision for income taxes of
$0.6 billion
.
Adjusted EBITDA* and Adjusted EBITDA margin* were
$4.1 billion
and
12.4%
, respectively, for the
nine months ended
September 30,
2026
, an
increase
of
$2.1 billion
and
4.9%
, respectively, primarily driven by increases in segment results at Power and Electrification,
partially offset at Wind.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
28
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 September 30
Nine months ended September 30
SUMMARY OF REPORTABLE SEGMENTS
2026
2025
2026
2025
Power
$
6,067
$
4,863
$
16,516
$
14,097
Electrification
3,862
2,565
10,459
6,566
Wind
2,741
2,647
6,200
6,742
Eliminations and other
(29)
(107)
(91)
(293)
Total revenues
$
12,642
$
9,969
$
33,084
$
27,112
Segment EBITDA
Power
$
1,297
$
651
$
3,139
$
1,954
Electrification
739
387
1,939
906
Wind
72
(61)
(585)
(373)
Corporate and other(a)
(166)
(166)
(405)
(448)
Adjusted EBITDA*(b)
$
1,943
$
811
$
4,089
$
2,038
(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.
POWER
Three months ended September 30
Nine months ended September 30
Orders in units
2026
2025
2026
2025
Gas Turbines
112
29
262
114
Heavy-Duty Gas Turbines
55
20
135
69
HA-Turbines
21
13
48
28
Aeroderivatives
57
9
127
45
Gas Turbine Gigawatts
16.6
7.4
36.7
19.6
Three months ended September 30
Nine months ended September 30
Sales in units
2026
2025
2026
2025
Gas Turbines
32
20
86
60
Heavy-Duty Gas Turbines
19
14
47
44
HA-Turbines
7
6
15
19
Aeroderivatives
13
6
39
16
Gas Turbine Gigawatts
5.3
4.0
12.8
12.2
RPO
September 30, 2026
December 31, 2025
September 30, 2025
Equipment
$
54,422
$
24,707
$
18,977
Services
76,431
69,841
65,239
Total RPO
$
130,854
$
94,548
$
84,216
RPO as of
September 30, 2026
increased
$36.3 billion
(
38%
) from
December 31, 2025
,
primarily at Gas Power due to increases in
equipment and services, and increases at Nuclear Power services, partially offset by decreases at Hydro Power equipment. RPO
increased
$46.6 billion
(
55%
) from
September 30, 2025
, primarily at Gas Power due to increases in equipment and services, and increases at
Nuclear Power services and equipment.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
29
Three months ended September 30
Nine months ended September 30
SEGMENT REVENUES AND EBITDA
2026
2025
2026
2025
Gas Power
$
5,117
$
3,948
$
13,610
$
11,464
Nuclear Power
719
664
2,294
1,975
Hydro Power
231
251
613
658
Total segment revenues
$
6,067
$
4,863
$
16,516
$
14,097
Equipment
$
2,870
$
1,744
$
6,721
$
4,740
Services
3,197
3,119
9,796
9,357
Total segment revenues
$
6,067
$
4,863
$
16,516
$
14,097
Segment EBITDA
$
1,297
$
651
$
3,139
$
1,954
Segment EBITDA margin
21.4
%
13.4
%
19.0
%
13.9
%
For the three months ended
September 30, 2026
, segment revenues were
up
$1.2 billion
(
25%
) and segment EBITDA was
up
$0.6
billion
(
99%
).
Segment revenues
increased
$1.2 billion
(
25%
) organically*,
primarily at Gas Power equipment due to higher Aeroderivative and Heavy-
Duty Gas Turbine deliveries and favorable pricing.
Segment EBITDA
increased
$0.7 billion
organically*,
primarily at Gas Power due to favorable pricing and higher volume, partially offset by
the impact of inflation.
For the
nine
months ended
September 30, 2026
, segment revenues were
up
$2.4 billion
(
17%
) and segment EBITDA was
up
$1.2
billion
(
61%
).
Segment revenues
increased
$2.3 billion
(
17%
) organically*,
primarily at Gas Power equipment due to higher Aeroderivative and Heavy-
Duty Gas Turbine deliveries and favorable pricing, and increases at Nuclear Power services due to higher volume and favorable pricing.
Segment EBITDA
increased
$1.2 billion
(
65%
) organically*,
primarily at Gas Power due to favorable pricing, higher volume, and increased
productivity, partially offset by the impact of inflation and additional expenses to support investments at Gas Power and Nuclear
Power
.
ELECTRIFICATION
RPO
September 30, 2026
December 31, 2025
September 30, 2025
Equipment
$
42,204
$
30,508
$
26,455
Services
3,943
3,734
3,317
Total RPO
$
46,148
$
34,242
$
29,772
RPO as of
September 30, 2026
increased
$11.9 billion
(
35%
) from
December 31, 2025
, primarily due to the acquisition of P
rolec GE
of
$5.0 billion and demand for switchgear and transformers at Power Transmission, and demand for alternating current substation solutions,
partially offset by decreases in high-voltage direct current solutions at Grid Systems Integration. RPO
increased
$16.4 billion
(
55%
) from
September 30, 2025
,
primarily due to the acquisition of Prolec GE of $5.0 billion and demand for switchgear and transformers at Power
Transmission, demand for alternating current substation solutions, flexible alternating current transmission systems, and high-voltage direct
current solutions at Grid Systems Integration, and synchronous condensers at Power Conversion & Storage.
Three months ended September 30
Nine months ended September 30
SEGMENT REVENUES AND EBITDA
2026
2025
2026
2025
Power Transmission
$
1,868
$
811
$
5,124
$
2,262
Grid Systems Integration
1,002
677
2,499
1,646
Power Conversion & Storage
569
621
1,585
1,413
Grid Automation & Software
424
456
1,251
1,246
Total segment revenues
$
3,862
$
2,565
$
10,459
$
6,566
Equipment
$
3,377
$
2,035
$
9,008
$
5,100
Services
485
530
1,451
1,466
Total segment revenues
$
3,862
$
2,565
$
10,459
$
6,566
Segment EBITDA
$
739
$
387
$
1,939
$
906
Segment EBITDA margin
19.1
%
15.1
%
18.5
%
13.8
%
For the three months ended
September 30, 2026
, segment revenues were
up
$1.3 billion
(
51%
) and segment EBITDA was
up
$0.4
billion
(
91%
).
Segment revenues
increased
$0.4 billion
(
16%
) organically*, primarily at Grid Systems Integration due to increased volume in
alternating
current substation solutions and high-voltage direct current solutions
, and at Power Transmission due to increased volume in switchgear
and transformers.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
30
Segment EBITDA
increased
$0.2 billion
(
57%
)
organically*, primarily at Grid Systems Integration due to higher volume and productivity,
and at Power Transmission due to higher
volume
, productivity, and favorable price.
For the
nine
months ended
September 30, 2026
, segment revenues were
up
$3.9 billion
(
59%
) and segment EBITDA was
up
$1.0
billion
.
Segment revenues
increased
$1.5 billion
(
24%
) organically*, primarily at Grid Systems Integration due to increased volume in alternating
current substation solutions and high-voltage direct current solutions,
at Power Transmission due to increased volume in switchgear and
transformers, and at Power Conversion & Storage due to increased volume in
power
stability.
Segment EBITDA
increased
$0.6 billion
(
86%
)
organically*, primarily at Power Transmission due to higher volume, productivity, and
favorable price and at Grid Systems Integration due to higher volume.
WIND
Three months ended September 30
Nine months ended September 30
Onshore and Offshore Wind orders in units
2026
2025
2026
2025
Wind Turbines
145
156
438
560
Repower Units
481
139
530
344
Wind Turbine and Repower Units Gigawatts
1.5
0.9
2.7
2.7
Three months ended September 30
Nine months ended September 30
Onshore and Offshore Wind sales in units
2026
2025
2026
2025
Wind Turbines
333
476
823
1,103
Repower Units
251
158
278
444
Wind Turbine and Repower Units Gigawatts
2.1
2.1
4.0
5.1
RPO
September 30, 2026
December 31, 2025
September 30, 2025
Equipment
$
7,584
$
9,112
$
8,782
Services
12,368
12,518
12,726
Total RPO
$
19,952
$
21,630
$
21,508
R
PO as of
September 30, 2026
decreased
$1.7 billion
(
8%
) from
December 31, 2025
and
decreased
$1.6 billion
(
7%
) from
September 30,
2025
, primarily due to a decrease at Offshore Wind as we continue to execute on our contracts and at Onshore Wind due to a decrease in
orders primarily in North America.
Three months ended September 30
Nine months ended September 30
SEGMENT REVENUES AND EBITDA
2026
2025
2026
2025
Onshore Wind
$
2,468
$
2,453
$
5,376
$
6,118
Offshore Wind
273
195
824
624
Total segment revenues
$
2,741
$
2,647
$
6,200
$
6,742
Equipment
$
2,121
$
2,203
$
4,405
$
5,412
Services
620
445
1,795
1,331
Total segment revenues
$
2,741
$
2,647
$
6,200
$
6,742
Segment EBITDA
$
72
$
(61)
$
(585)
$
(373)
Segment EBITDA margin
2.6
%
(2.3)
%
(9.4)
%
(5.5)
%
For the three months ended
September 30, 2026
, segment revenues were
up
$0.1 billion
(
4%
) and segment EBITDA was
up
$0.1
billion
.
Segment revenues
increased
$0.1 billion
(
3%
) organically*,
primarily at Onshore Wind services due to increased transactional volume and
at Offshore Wind due to higher deliveries and lower project updates, partially offset by Onshore Wind equipment due to lower deliveries.
Segment EBITDA
increased
$0.1 billion
organically*, primarily at Offshore Wind due to lower project costs,
and
a
t Onshore Wind due to the
impact of tariff
recoverie
s
and Onshore Wind services due to higher transactional volume
, partially offset by
Onshore
Wind equipment due
to lower volume in
North America.
For the
nine
months ended
September 30, 2026
, segment revenues were
down
$0.5 billion
(
8%
) and segment EBITDA was
down
$0.2 billion
(
57%
)
.
Segment revenues
decreased
$0.6 billion
(
9%
) 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 lower project
updates
.
Segment EBITDA
decreased
$0.2 billion
(
67%
)
organically*, primarily at Onshore Wind due to lower equipment deliveries in North America,
partially offset by lower costs and higher transactional volume at Onshore Wind
services, and the impact of tariff recoveries at Onshore
Wind
.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
31
OTHER INFORMATION
Gross Profit and Gross Margin.
Gross profit was
$3.1 billion
and
$1.9 billion
for the
three months ended
and
$7.2 billion
and
$5.2 billion
for the
nine months ended
September 30, 2026
and
2025
, respectively. Gross margin was
24.6%
and
19.0%
for the
three months ended
and
21.9%
and
19.2%
for the
nine months ended
September 30, 2026
and
2025
, respectively. The increase in gross profit for the quarter
was due to an increase at Power due to favorable pricing and higher volume at Gas Power, partially offset by the impact of inflation; at
Electrification due to the acquisition of Prolec GE and higher volume, productivity, and favorable price at Power Transmission and Grid
Systems Integration; and at Wind primarily at Offshore Wind due to lower project costs and at Onshore Wind due to the impact of tariff
recoveries and Onshore Wind services due to higher transactional volume, partially offset at Onshore Wind equipment due to lower volume
in North America. The increase in gross profit for the year was due to increases at Power and Electrification due to the reasons described
above, partially offset at Wind due to lower equipment deliveries at Onshore Wind, partially offset by lower costs and higher transactional
volume at Onshore Wind services, and the impact of tariff recoveries at Onshore Wind.
Selling, General, and Administrative.
Selling, general, and administrative costs were
$1.4 billion
and
$1.2 billion
for the
three months
ended
and
$4.0 billion
and
$3.6 billion
for the
nine months ended
and comprised
10.7%
and
12.3%
of revenues for the
three months ended
and
12.2%
and
13.3%
of revenues for the
nine months ended
September 30, 2026
and
2025
, respectively.
Selling, general, and
administrative costs increased
$0.1 billion
for the quarter and
$0.4 billion
for the year
, p
rimarily due to incremental costs associated with the
acquisition of Prolec GE and
labor
inflation, 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
$0.1 billion
and less than
$0.1 billion
in income for the
three months ended
and
$0.2 billion
and
$0.1 billion
in income for the
nine months ended
September 30, 2026
and
2025
, respectively.
The increase in income for the quarter and for the year was primarily due to a higher average balance of invested
funds, partially offset by higher interest expense on borrowings.
The primary components of net interest and other financial income
(charges) are fees on cash management activities and credit facilities, interest on borrowings, and interest earned on cash balances and
short-term investments.
Income Taxes.
Our effective tax rate was
27.7%
for the three months ended
September 30, 2026
. The effective tax rate was higher than
the U.S. statutory rate of
21%
primarily due to losses providing no tax benefit in certain jurisdictions
and U.S. tax effects of income earned
in foreign jurisdictions,
partially offset by an income tax benefit from tax law changes.
Our effective tax rate was
14.4%
for the
nine months ended
September 30, 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, income tax benefits from stock-based compensation and tax
law changes, partially offset by losses providing no tax benefit in certain jurisdictions
and U.S. tax effects of income earned in foreign
jurisdictions.
Our effective tax rate was
39.2%
and
29.8%
for the three
and
nine months ended
September 30, 2025
, respectively. The effective tax rate
was higher than the U.S. statutory rate of
21%
in both periods primarily due to losses providing no tax benefit in certain jurisdictions and the
finalization of the Company's pre-separation from GE tax attributes that increased the Company's current provision for income taxes,
partially offset by an income tax benefit from stock-based compensation.
CAPITAL RESOURCES AND LIQUIDITY
.
As of
September 30, 2026
, our Cash, cash equivalents, and restricted cash was
$16.8
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 c
ash, 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.
We repurchased
1.7
million shares and
6.0
million shares for $
1.6
billion and
$5.3 billion
during the three months and
nine
months ended
September 30, 2026
, respectively, under our share repurchase program. On October 28, 2026, we announced that our Board of Directors
increased our share repurchase authorization to $20.0 billion of common stock. Cumulatively, a
s of
September 30, 2026
,
we have
repurchased
$8.6 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 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.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
32
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.
Nine months ended September 30
FREE CASH FLOW (NON-GAAP)
2026
2025
Cash from (used for) operating activities (GAAP)
$
16,737
$
2,508
Add: Gross additions to property, plant, and equipment and internal-use software
(1,430)
(606)
Free cash flow (Non-GAAP)
$
15,307
$
1,902
Cash from operating activities
was
$16.7 billion
and
$2.5 billion
for the
nine months ended
September 30, 2026
and
2025
, respectively.
Cash from operating activities increased by
$14.2 billion
in
2026
compared to
2025
, primarily driven by higher customer payment activity
and improved profitability. The increase was primarily driven by: an increase from contract liabilities and current deferred income of
$17.1
billion
, primarily due to higher down payments on orders and slot reservation agreements at Power, h
igher down
payments at
Electrification, and lower revenue recognition at Wind; 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
$2.3 billion
; an
increase from accounts payable of
$1.0 billion
, driven by growth and a higher impact related to decreases in prepayments across all
segments; partially offset by higher income taxes paid of
$(2.2) billion
; a decrease from current receivables of
$(2.2) billion
, primarily due to
higher net
billings across all segments; a decrease from inventories of
$(1.0) billion
, primarily due to
higher build at Power and Wind
; and
voluntary payments of $(0.9) billion related to pension and
retiree benefit
plans in 2026
.
Cash from operating activities of
$16.7 billion
for the
nine months ended
September 30, 2026
included a
$17.0 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
$19.5 billion
, driven
by down
payments on orders and slot reservation agreements at Power, and down
payments at Electrification
; and
accounts payable and equipment project payables of
$1.5 billion
, due to purchases of materials outpacing disbursements, including a
decrease in prepayments, at Electrification and Power; partially offset by inventories of
$(2.1) billion
, due to higher volume to support
fulfillment and future deliveries, primarily at Power and Wind; and current receivables of
$(1.7) billion
, driven by net billings across all
segments.
C
ash from operating activities of
$2.5 billion
for the
nine months ended
September 30, 2025
included a
$1.8 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
$2.4 billion
, driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at
Electrification, partially offset by higher net revenue recognition at Wind; accounts payable and equipment project payables of $0.6 billion,
driven by reductions in prepayments and purchases of materials outpacing disbursements primarily at Electrification; current receivables of
$0.6 billion
, driven by lower billings and higher utilization of supplier advances at Wind, and collections outpacing billings at Power,
including a decrease in past dues; partially offset by inventories of
$(1.0) billion
, primarily due to volume to support fulfillment and deliveries
expected in the fourth quarter of 2025 and in 2026 primarily at Gas Power and Onshore Wind; and current contract assets of
$(0.7) billion
,
driven by revenue recognition exceeding billings on our equipment and other service agreements.
Cash from (used for) investing activities
was
$(4.7) billion
and
$(0.4) billion
for the
nine months ended
September 30, 2026
and
2025
,
respectively. Cash used for investing activities increased by
$4.3 billion
in
2026
compared to
2025
primarily driven by: net cash paid for
the
acquisition of the remaining 50% stake of Prolec GE of
$4.8
billion (net of cash acquired); and higher additions to PP&E and internal-use
software of
$0.8 billion
;
partially offset by proceeds from sales of our remaining interest in China XD Electric Co., Ltd. in 2026 of $0.7 billion,
which is included in All other investing activities; proceeds (net of cash transferred) from the sale of our Proficy business of $0.6 billion; and
higher dispositions of PP&E of
$0.2 billion
. Cash used for additions to PP&E and internal-use software, which is a component of free cash
flow*, was
$1.4 billion
and
$0.6 billion
for the
nine months ended
September 30, 2026
and
2025
, respectively.
Cash from (used for) financing activities
was
$(4.1) billion
and
$(2.6) billion
for the
nine months ended
September 30, 2026
and
2025
,
respectively. Cash used for financing activities increased by
$1.4 billion
in
2026
compared to
2025
primarily driven by: higher cash
settlements for share repurchases of
$3.1 billion
;
the repayment of debt acquired in the Prolec GE transaction of $0.4 billion and higher
withholding tax payments on equity stock awards of $0.3 billion, which are both included in All other financing activities; and higher
dividends paid of
$0.2 billion
; partially offset by net cash from newly issued long-term debt of $2.6 billion in 2026.
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
September 30, 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 further 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.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
33
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.
S&P
Global Ratings (S&P) and
Fitch Ratings (Fitch
) have issued credit ratings for the Company. On August 12, 2026, Fitch
upgraded GE Vernova Inc.'s long-term credit rating to A- from BBB+ and issued a Stable outlook. Our credit ratings as of the date of this
filing are set forth in the following table.
S&P
Fitch
Outlook
Positive
Stable
Long-term
BBB
A-
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.
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
September
30, 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
September 30, 2026
, we estimated GE Vernova
RPO
and other obligations that relate to GE credit support to be approximately $5.4
billion, an over 85% reduction since
the
separation. We expect approximately $4 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 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
our
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 fiscal year ended December
31, 2025 in our Annual Report on Form 10-K.
2026 3Q FORM 10-Q
34
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.
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
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 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 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 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 September 30
2026
2025
V%
2026
2025
V%
2026
2025
V pts
Power (GAAP)
$
6,067
$
4,863
25
%
$
1,297
$
651
99
%
21.4
%
13.4
%
8.0pts
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
6
5
27
33
Power organic (Non-GAAP)
$
6,061
$
4,858
25
%
$
1,271
$
619
F
21.0
%
12.7
%
8.3pts
Electrification (GAAP)
$
3,862
$
2,565
51
%
$
739
$
387
91
%
19.1
%
15.1
%
4.0pts
Less: Acquisitions
945
1
212
(3)
Less: Business dispositions
—
43
—
60
Less: Foreign currency effect
3
3
7
(2)
Electrification organic (Non-GAAP)
$
2,914
$
2,518
16
%
$
521
$
332
57
%
17.9
%
13.2
%
4.7pts
Wind (GAAP)
$
2,741
$
2,647
4
%
$
72
$
(61)
F
2.6
%
(2.3)
%
4.9pts
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
12
6
(25)
(45)
Wind organic (Non-GAAP)
$
2,729
$
2,642
3
%
$
97
$
(17)
F
3.6
%
(0.6)
%
4.2pts
(a) Includes intersegment sales of
$41 million
and
$118 million
for the
three months ended
September 30, 2026
and
2025
, respectively.
See Note
24
in the Notes to the consolidated financial statements for further information.
2026 3Q FORM 10-Q
35
ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
Revenue(a)
Segment EBITDA
Segment EBITDA margin
Nine months ended September 30
2026
2025
V%
2026
2025
V%
2026
2025
V pts
Power (GAAP)
$
16,516
$
14,097
17
%
$
3,139
$
1,954
61
%
19.0
%
13.9
%
5.1pts
Less: Acquisitions
—
—
2
1
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
103
12
15
65
Power organic (Non-GAAP)
$
16,414
$
14,084
17
%
$
3,122
$
1,888
65
%
19.0
%
13.4
%
5.6pts
Electrification (GAAP)
$
10,459
$
6,566
59
%
$
1,939
$
906
F
18.5
%
13.8
%
4.7pts
Less: Acquisitions
2,291
1
508
(3)
Less: Business dispositions
26
125
54
160
Less: Foreign currency effect
182
16
(4)
7
Electrification organic (Non-GAAP)
$
7,960
$
6,424
24
%
$
1,381
$
742
86
%
17.3
%
11.6
%
5.7pts
Wind (GAAP)
$
6,200
$
6,742
(8)
%
$
(585)
$
(373)
(57)
%
(9.4)
%
(5.5)
%
(3.9)pts
Less: Acquisitions
—
—
—
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
72
(18)
(102)
(83)
Wind organic (Non-GAAP)
$
6,128
$
6,760
(9)
%
$
(483)
$
(290)
(67)
%
(7.9)
%
(4.3)
%
(3.6)pts
(a) Includes intersegment sales of
$116 million
and
$324 million
for the
nine months ended
September 30, 2026
and
2025
, respectively.
See Note
24
in the Notes to the consolidated financial statements for further information.
Three months ended September 30
Nine months ended September 30
ORGANIC REVENUES (NON-GAAP)
2026
2025
V%
2026
2025
V%
Total revenues (GAAP)
$
12,642
$
9,969
27
%
$
33,084
$
27,112
22
%
Less: Acquisitions
945
1
2,291
1
Less: Business dispositions
—
43
26
125
Less: Foreign currency effect
22
14
356
11
Organic revenues (Non-GAAP)
$
11,676
$
9,911
18
%
$
30,411
$
26,976
13
%
Three months ended September 30
Nine months ended September 30
EQUIPMENT AND SERVICES ORGANIC REVENUES
(NON-GAAP)
2026
2025
V%
2026
2025
V%
Total equipment revenues (GAAP)
$
8,340
$
5,880
42
%
$
20,053
$
14,971
34
%
Less: Acquisitions
921
—
2,223
—
Less: Business dispositions
—
—
—
—
Less: Foreign currency effect
16
9
220
(4)
Equipment organic revenues (Non-GAAP)
$
7,404
$
5,871
26
%
$
17,609
$
14,975
18
%
Total services revenues (GAAP)
$
4,302
$
4,089
5
%
$
13,031
$
12,141
7
%
Less: Acquisitions
25
1
68
1
Less: Business dispositions
—
43
26
125
Less: Foreign currency effect
6
6
136
15
Services organic revenues (Non-GAAP)
$
4,272
$
4,039
6
%
$
12,801
$
12,001
7
%
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.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
36
Three months ended September 30
Nine months ended September 30
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-
GAAP)
2026
2025
V%
2026
2025
V%
Net income (loss) (GAAP)
$
1,289
$
453
F
$
6,687
$
1,209
F
Add: Restructuring and other charges
6
83
109
192
Add: (Gains) losses on purchases and sales of business interests(a)
(36)
(113)
(4,481)
(131)
Add: Separation costs(b)
31
43
92
122
Add: Non-operating benefit income
(212)
(115)
(465)
(340)
Add: Depreciation and amortization(c)
439
212
1,199
617
Add: Interest and other financial (income) charges – net(d)(e)
(71)
(44)
(171)
(141)
Add: Provision (benefit) for income taxes(e)
496
292
1,119
510
Adjusted EBITDA (Non-GAAP)
$
1,943
$
811
F
$
4,089
$
2,038
F
Net income (loss) margin (GAAP)
10.2
%
4.5
%
5.7 pts
20.2
%
4.5
%
15.7 pts
Adjusted EBITDA margin (Non-GAAP)
15.4
%
8.1
%
7.3 pts
12.4
%
7.5
%
4.9 pts
(a) Includes a pre-tax gain of $3,992 million in the nine months ended September 30, 2026 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
$106 million for the impact of a fair value adjustment to Prolec GE inventory that was recorded in Cost of equipment in the nine months
ended September 30, 2026. Includes a pre-tax gain of $366 million related to the sale of our Proficy business in our Electrification
segment in the nine months ended September 30, 2026. Also includes unrealized and realized (gains) losses related to our interest in
China XD Electric Co., Ltd, which we sold the remainder of in 2026 and was 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
$(3) million
and zero for the
three
months ended
September 30, 2026
and
2025
, respectively, as well as excludes interest (income) expense of zero and
$(1) million
and
provision (benefit) for income taxes of
$3 million
and
$4 million
for the
nine months ended
September 30, 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.
Three months ended September 30
Nine months ended September 30
ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA
MARGIN (NON-GAAP)
2026
2025
V%
2026
2025
V%
Adjusted EBITDA (Non-GAAP)
$
1,943
$
811
F
$
4,089
$
2,038
F
Less: Acquisitions
210
(3)
509
(2)
Less: Business dispositions
—
60
54
160
Less: Foreign currency effect
12
(15)
(112)
(13)
Adjusted organic EBITDA (Non-GAAP)
$
1,721
$
770
F
$
3,638
$
1,894
92
%
Adjusted EBITDA margin (Non-GAAP)
15.4
%
8.1
%
7.3 pts
12.4
%
7.5
%
4.9 pts
Adjusted organic EBITDA margin (Non-GAAP)
14.7
%
7.8
%
6.9 pts
12.0
%
7.0
%
5.0 pts
See "—
Capital Resources and Liquidity” for discussion of free cash flow*.
*Non-GAAP Financial Measure
2026 3Q FORM 10-Q
37
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 for
both
the three
months ended
September 30, 2026
and 2025, and $(0.1) billion and less than $0.1 billion for the
nine
months ended
September 30, 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
September 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 has completed its exit from all transition service agreements with
General Electric Company as of September 30, 2026, including those related to information technology systems that impact financial
reporting. Consequently, responsibility for the execution of all related internal controls has transferred to the Company.
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
September 30, 2026
, that materially affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
2026 3Q FORM 10-Q
38
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 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. On October 28, 2026, we announced that our Board of
Directors further increased our share repurchase authorization to $20 billion of common stock. The repurchase program may be suspended
or discontinued at any time and does not have an expiration date. We repurchased
1.7 million
shares for
$1,630 million
during the three
months ended
September 30, 2026
under this authorization.
The following table summarizes the share repurchase activity for the three months ended
September 30, 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)
July
437
$
1,014.65
437
$
2,593
August
594
944.76
594
2,032
September
687
910.18
687
1,407
Total
1,718
$
948.72
1,718
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
September 30, 2026
.
Disclosure provided pursuant to Item 8.01 of Form 8-K. Other Events.
On October 25, 2026, GE Vernova Inc. (the “Company”) entered
into a Sale and Purchase Agreement (the “Agreement”) with Triton Partners to acquire the Trench Group (the “Acquisition”)
for
approximately
€8.0
billion (the “Purchase Price”).
Trench Group is a global developer, manufacturer, and supplier of specialized
high- and medium-voltage electrical components, including
bushings, instrument transformers, and coils, with more than 3,000 employees across eleven manufacturing sites.
The transaction is expected to close in late 2027, subject to the satisfaction of customary closing conditions, including regulatory approvals.
The Company has agreed to pay a customary termination fee if regulatory approvals are not obtained within specified timeframes. If the fee
becomes payable, it would be paid no earlier than the second half of 2027.
The Agreement includes a fixed purchase price mechanism with relevant protections and
customary representations, warranties, and
interim operating covenants for transactions of this nature.
The Company currently expects
to fund the Purchase Price equally between cash and debt.
2026 3Q FORM 10-Q
39
ITEM 6.
EXHIBITS
.
2.1
Separation and Distribution Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc.
(incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No.
001-41966).
†+
3.1
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC
on April 2, 2024, File No. 001-41966).
3.2
Bylaws (incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024,
File No. 001-41966).
10.1
Resignation Agreement with Kenneth Parks (filed herewith).
†*
10.2
Offer Letter with Claire McDonough (filed herewith).
*
31.1
Certification pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
31.2
Certification pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
32.1
Section 1350 certification (furnished herewith).
101.1
The following materials from GE Vernova Inc.’s
Quarterly
Report on Form
10-Q
for the quarter ended
September 30, 2026
,
formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Statement of Income (Loss) for the
three and nine
months
ended
September 30, 2026
and
2025
, (ii) Consolidated Statement of Financial Position at
September 30, 2026
and
December 31, 2025
,
(iii) Consolidated Statement of Cash Flows for the
nine months ended
September 30, 2026
and
2025
, (iv) Consolidated Statement of
Comprehensive Income (Loss) for the
three and nine
months ended
September 30, 2026
and
2025
, (v) Consolidated Statement of
Changes in Equity for the
three and nine
months ended
September 30, 2026
and
2025
, and (vi) Notes to Consolidated Financial
Statements.
104.1
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1).
†
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as
applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its
request.
+
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
*
Management contract or compensatory plan or arrangement.
2026 3Q FORM 10-Q
40
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.
October 28, 2026
/s/ Matthew J. Potvin
Date
Matthew J. Potvin
Vice President, Controller and Chief Accounting Officer
Principal Accounting Officer