GE Vernova Inc.
For the period ended Sep 30, 2025. Filed Oct 22, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 22, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-23.
0001996810-25-000133
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-22.
0001996810-25-000160
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 413 previous paragraphs and 433 current paragraphs.
192 unchanged; 120 reworded; 115 added; 95 removed; 6 previous and 6 current paragraphs rearranged.
Tables are not compared: 21 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (115)
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Prolec GE. On October 21, 2025, we announced that GE Vernova will acquire the remaining fifty percent stake of Prolec GE, our
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unconsolidated joint venture with Xignux. Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and
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voltages with approximately 10,000 global employees across seven manufacturing sites globally, including five in the U.S. Under the
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purchase agreement, GE Vernova will pay approximately $5.3 billion at closing, expected to be funded equally between cash and debt. The
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acquisition is expected to close by mid-2026, subject to the completion of customary regulatory approvals.
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and contractual implications.
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2025 3Q FORM 10-Q 26
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(used for) operating activities were$2.5 billion and$1.7 billion for thenine months ended September 30, 2025 and 2024, respectively.
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billion and$1.1 billion for thenine months ended September 30, 2025 and 2024, respectively.
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and Hydro Power equipment, partially offset by a decrease at Steam Power equipment; at Electrification, primarily due to demand for
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switchgear, alternating current substation solutions, and transformers at Grid Solutions and synchronous condensers at Power Conversion
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& Storage; partially offset at Wind, due to decreases in orders at Onshore Wind as U.S. customers dealt with policy uncertainty and
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decreases at Offshore Wind as we continue to execute on our contracts. RPOincreased$17.5 billion (15%) from September 30, 2024,
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services, partially offset by a decrease at Steam Power equipment; at Electrification, due to demand for switchgear, high-voltage direct
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current solutions, alternating current substation solutions, and transformers at Grid Solutions and synchronous condensers at Power
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Conversion & Storage; partially offset at Wind, due to decreases in orders at Onshore Wind as U.S. customers dealt with policy uncertainty,
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as well as selectivity in the international market, and decreases at Offshore Wind as we continue to execute on our contracts.
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Electrification, primarily at Grid Solutions due to growth in high-voltage direct current solutions and switchgear volume and at Power
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Conversion & Storagedue to battery energy storage solutions; at Power, due toincreases at Gas Power from Heavy-Duty Gas Turbine
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deliveries, project commissioning, and favorable price; partially offset at Wind, primarily at Offshore Wind due to the nonrecurrence of
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revenues recorded on the settlement of a previously canceled project as well as charges for the impact of blade events, both in the third
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quarter of 2024, partially offset by higher deliveries. Services revenues increased at Power, driven by Gas Power higher parts volume and
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favorable price; and at Electrification and Wind.
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billion (11%). Organic revenues* increased at Electrification and Power, partially offset at Wind.
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deliveries and favorable price, partially offset by lower Aeroderivative project commissioning. Wind equipment revenues were flat, primarily
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due to an increase at Onshore Wind due to delivery of more units, offsetat Offshore Wind due to the nonrecurrence of revenues recorded
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on the settlement of a previously canceled project as well as charges for the impact of blade events, both in the third quarter of 2024.
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Grid Solutions; and at Wind due to higher transactional services.
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2025 3Q FORM 10-Q 27
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increase in segment results at Wind of$0.3 billion, primarily at Onshore Wind due to more profitable equipment, price, and productivity,
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partially offset by the impact of tariffs, and increases at Offshore Wind due to lower contract losses, partially offset by the nonrecurrence of
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a gain recorded on the settlement of a previously canceled project in the third quarter of 2024; at Electrification of$0.2 billion, primarily due
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to volume, productivity, and favorable price at Grid Solutions; and at Power of$0.1 billion, primarily at Gas Power due to favorable price
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of inflation.
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an increase in other income (expense) - net of$0.1 billion, partially offset by an increase in provision for income taxes of$0.3 billion.
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increase in segment results at Electrification of$0.5 billion, primarily due to volume, productivity, and favorable price at Grid Solutions; at
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Power of$0.5 billion, primarily at Gas Power and Steam Power due to favorable price, increased productivity, and higher volume, partially
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offset by additional expenses to support investments at Nuclear Power and Gas Power and the impact of inflation; and at Wind of$0.2
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billion, primarily at Onshore Wind due to an increase in the units delivered, partially offset by the impact of tariffs, and increases at Offshore
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Wind due to lower contract losses, partially offset by the nonrecurrence of a gain recorded on the settlement of a previously canceled
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and$0.2 billion for thesix months ended June 30, 2025 and 2024, respectively.
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2025 2Q FORM 10-Q 26
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Power services; at Electrification, primarily due to demand for switchgear, alternating current substation solutions, and transformers at Grid
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Solutions; partially offset at Wind, due to a decrease in ordersat Onshore Wind and at Offshore Wind as we continue to execute on our
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contracts. RPOincreased$13.2 billion (11%) from June 30, 2024, primarily at Power, due to increases in Gas Power equipment and
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quarter of 2024, and decreases at Onshore Wind.
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primarily at Grid Solutions due to growth in high-voltage direct current solutions, switchgear, and transformer equipment volume; at Power,
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primarily at Onshore Wind due to delivery of more units partially offset at Offshore Wind due to a slower pace of production. Services
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primarily at Grid Solutions due to growth in high-voltage direct current solutions, switchgear, and transformer equipment volume; at Power,
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units partially offset at Offshore Wind due to a slower pace of production. Services revenues increased at Power, driven by Gas Power and
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Steam Power higher volume in contractual and non-contractual services; at Electrification, primarily due to growth at Grid Solutions; andat
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2025 2Q FORM 10-Q 27
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segment results at Wind of less than $0.1 billion, primarily at Onshore Wind services due to increased costs to improve fleet performance
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and Offshore Wind due to the impact of tariffs, partially offset at Onshore Wind equipment due to an increase in units delivered and market
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selectivity; partially offset by an increase in segment resultsat Electrification of$0.2 billion, primarily due to volume, productivity, and
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favorable price at Grid Solutions; and at Power of$0.2 billion, primarily at Gas Power and Steam Power due tofavorable price, higher
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driven by the nonrecurrence of a $0.9 billion pre-tax gain from the sale of a portion of Steam Power nuclear activities to Electricité de
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France S.A. (EDF) in the second quarter of 2024 and a decrease in operating income (loss) of$0.1 billion, partially offset by adecrease in
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at Wind.
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segment results at Electrification of$0.3 billion, primarily due to volume, productivity, and favorable price at Grid Solutions; andat Power of
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$0.3 billion, primarily at Gas Power and Steam Power due to favorable price, higher volume, and increased productivity partially offset by
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the impact of inflation and additional expenses to support investments at Gas Power and Nuclear Power; partially offset by the
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connection with the Spin-Off; higher corporate costs required to operate as a stand-alone public company; anda slight decrease at Wind of
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less than $0.1 billion, primarily at Onshore Wind services from increased costs to improve fleet performance and Offshore Wind due to a
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increase in units delivered and market selectivity.
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nonrecurrence of a $0.9 billion pre-tax gain from the sale of a portion of Steam Power nuclear activities to EDF in the second quarter of
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Adjusted EBITDA* and Adjusted EBITDA margin* were$1.2 billion and 7.2%, respectively, for thesix months ended June 30, 2025, an
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at Wind.
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2025 2Q FORM 10-Q 28
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$9.6 billion (14%) from June 30, 2024, primarily at Gas Power due to increases in equipment and services, and increases at Hydro Power
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equipment and Steam Power services.
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For the three months ended June 30, 2025, segment revenues wereup $0.3 billion (7%) and segment EBITDA wasup $0.2 billion
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equipment deliveries partially offset by lower Aeroderivative unit shipments, as well as increases at Gas Power services due to higher parts
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volume.
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volume, and increased productivity partially offset by additional expenses to support investments at Gas Power and Nuclear Power and the
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impact of inflation.
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non-contractual services.
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Segment EBITDA increased $0.2 billion (16%) organically*, primarily at Gas Power and Steam Power due to favorable price, higher
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volume, and increased productivity partially offset by the impact of inflation and additional expenses to support investments at Gas Power
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and Nuclear Power.
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the Company for the three andsix months ended June 30, 2025 and 2024. The below discussion should be read alongside Item 7.
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the Company for the three andnine months ended September 30, 2025 and 2024. The below discussion should be read alongside Item 7.
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additional costs to us. The current total estimated cost impact from the global tariffs as outlined is approxim ately$300 million to $400 million
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additional costs to us. The current total estimated cost impact from the global tariffs as outlined is trending towards thelower end of
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for the full year 2025, after taking into consideration contractual protections and mitigating actions. The actual impact of the tariffs may be
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approximately $300 million to $400 millionfor the full year 2025, after taking into consideration contractual protections and mitigating
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significantly different than our current estimate. Our estimate is subject to several factors including the amount, duration, scope and nature
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actions. The actual impact of the tariffs may be significantly different than our current estimate. Our estimate is subject to several factors
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of the tariffs, countermeasures that countries take, mitigating or other actions we take, and contractual implications.
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including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other actions we take,
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energy sources, andan evolving balance of generation sources will be necessary to maintain a reliable, resilient and affordable
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energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient, and affordable
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Summary of Results. RPO was$128.7 billion and$115.5 billion as of June 30, 2025 and 2024, respectively. For thethree months ended
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Summary of Results. RPO was$135.3 billion and$117.7 billion as of September 30, 2025 and 2024, respectively. For thethree months
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June 30, 2025, total revenues were$9.1 billion, anincrease of$0.9 billion for the quarter. Net income (loss) was$0.5 billion, adecrease of
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ended September 30, 2025, total revenues were$10.0 billion, anincrease of$1.1 billion for the quarter. Net income (loss) was$0.5 billion,
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$0.8 billion in net income for the quarter, and net income (loss) margin was 5.4%. Diluted earnings (loss) per share was$1.86 for thethree
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anincrease of$0.6 billion in net income for the quarter, and net income (loss) margin was 4.5%. Diluted earnings (loss) per share was
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months ended June 30, 2025, adecrease in diluted earnings per share of$(2.78) for the quarter. Cash flows from (used for) operating
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$1.64 for thethree months ended September 30, 2025, anincrease in diluted earnings per share of$1.99 for the quarter. Cash flows from
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For thethree months ended June 30, 2025, Adjusted EBITDA* was$0.8 billion, anincrease of$0.2 billion. Free cash flow* was$1.2 billion
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For thethree months ended September 30, 2025, Adjusted EBITDA* was$0.8 billion, anincrease of$0.6 billion. Free cash flow* was$1.9
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As of June 30, 2025, RPOincreased$9.6 billion (8%) from December 31, 2024, primarily at Power, due to increases at Gas Power due to
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As of September 30, 2025, RPOincreased$16.2 billion (14%) from December 31, 2024, primarily at Power, due to increases at Gas
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Heavy-Duty Gas Turbine and Aeroderivative equipment and contractual services, and increases at Hydro Power equipment and Steam
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Power due to Heavy-Duty Gas Turbine and Aeroderivative equipment and contractual services, and increases at Steam Power services
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For the three months ended June 30, 2025, total revenues increased$0.9 billion (11%). Equipment revenues increased at Electrification,
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For the three months ended September 30, 2025, total revenues increased$1.1 billion (12%). Equipment revenues increased at
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increased$2.1 billion (14%), organic equipment revenuesincreased $1.5 billion (20%) and organic services revenuesincreased $0.5
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increased$0.9 billion (10%), organic equipment revenuesincreased $0.5 billion (10%) and organic services revenuesincreased $0.4
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For the six months ended June 30, 2025, total revenues increased$1.7 billion (11%). Equipment revenues increasedat Electrification,
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For the nine months ended September 30, 2025, total revenues increased$2.7 billion (11%). Equipment revenues increasedat
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current solutions, switchgear, and alternating current substation solutions at Grid Solutions; partially offset at Wind, due to decreases at
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Electrification, primarily at Grid Solutions due to growth in high-voltage direct current solutions, switchgear, and alternating current
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due toincreases in Gas Power from Heavy-Duty Gas Turbine deliveries; and at Wind, primarily at Onshore Wind due to delivery of more
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substation solutions volume and at Power Conversion & Storage; at Power, due toincreases in Gas Power from Heavy-Duty Gas Turbine
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revenues increased at Power, driven by higher Gas Power parts volume, and at Wind and Electrification.
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Services revenues increased at Power, driven by Gas Power higher volume and favorable price; at Electrification, primarily due to growth at
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increased$1.0 billion (12%), organic equipment revenuesincreased $0.7 billion (18%), and organic services revenuesincreased $0.2
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increased$3.0 billion (12%), organic equipment revenuesincreased $2.0 billion (16%) and organic services revenuesincreased $1.0
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billion (6%). Organic revenues* increased at Power, Electrification, and Wind.
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billion (9%). Organic revenues* increased at Power, Electrification, and Wind.
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For the six months ended June 30, 2025, operating income (loss) was$0.4 billion, a$0.2 billion increase, primarily due to: an increase in
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For the three months ended September 30, 2025, operating income (loss) was$0.4 billion, a$0.7 billion increase, primarily due to: an
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volume, and increased productivity partially offset by additional expenses to support investments at Gas Power and Nuclear Power and the
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and increased productivity, partially offset by additional expenses to support investments at Gas Power and Nuclear Power and the impact
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Net income (loss) and Net income (loss) margin were$0.5 billion and 5.4%, respectively, forthe three months ended June 30, 2025, a
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Net income (loss) and Net income (loss) margin were$0.5 billion and 4.5%, respectively, forthe three months ended September 30, 2025,
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decrease of$0.8 billion and 10.2%, respectively, for the quarter, primarily due to adecrease in other income (expense) - net of$0.8 billion
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anincrease of$0.6 billion and 5.7%, respectively, for the quarter, primarily due to an increase in operating income (loss) of$0.7 billion and
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Adjusted EBITDA* and Adjusted EBITDA margin* were$0.8 billion and 8.5%, respectively, for thethree months ended June 30, 2025, an
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Adjusted EBITDA* and Adjusted EBITDA margin* were$0.8 billion and 8.1%, respectively, for thethree months ended September 30,
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increase of$0.5 billion and 2.5%, respectively, primarily driven by increases in segment results at Electrification and Power, partially offset
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2025, anincrease of$0.6 billion and 5.4%, respectively, primarily driven by increases in segment results at Wind, Electrification, and
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For the three months ended June 30, 2025, operating income (loss) was$0.4 billion, a$0.1 billion decrease, primarily due to: the
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For the nine months ended September 30, 2025, operating income (loss) was$0.8 billion, a$0.9 billion increase, primarily due to: an
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performance and Offshore Wind due to a termination of a supply agreement in the first quarter of 2025 and the impact of tariffs, partially
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project in the third quarter of 2024 and a termination of a supply agreement in the first quarter of 2025; partially offset by the nonrecurrence
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nonrecurrence of $0.3 billion received related to an arbitration refund in the second quarter of 2024; the nonrecurrence of a $0.1 billion
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of $0.3 billion received related to an arbitration refund in the second quarter of 2024; the nonrecurrence of a $0.1 billion benefit related to
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benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments in
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deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments in connection with
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connection with the Spin-Off; higher corporate costs required to operate as a stand-alone public company; anda slight decrease in
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the Spin-Off; and higher corporate costs required to operate as a stand-alone public company.
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Net income (loss) and Net income (loss) margin were$0.8 billion and 4.4%, respectively, forthesix months ended June 30, 2025, a
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Net income (loss) and Net income (loss) margin were$1.2 billion and 4.5%, respectively, forthe nine months ended September 30, 2025,
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2024, partially offset by anincrease in operating income (loss) of$0.2 billion and a decrease in provision for income taxes of$0.1 billion.
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anincrease of$0.1 billion and 0.1%, respectively, primarily due to anincrease in operating income (loss) of$0.9 billion, partially offset by a
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decrease of$0.4 billion and 3.2%, respectively, primarily due to a decrease in other income (expense) - net of$0.7 billion driven by the
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decrease in other income (expense) - net of$0.6 billion driven by the nonrecurrence of a$0.9 billion pre-tax gain from the sale of a portion
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provision for income taxes of$0.2 billion.
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taxes of$0.2 billion.
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increase of$0.2 billion and 2.1%, respectively, primarily driven by increases in segment results at Electrification and Power, partially offset
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anincrease of$1.1 billion and 3.6%, respectively, primarily driven by increases in segment results at Electrification, Power, and Wind.
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RPO as of June 30, 2025 increased $5.7 billion (8%) from December 31, 2024, primarilyat Gas Power due to Heavy-Duty Gas Turbine and
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RPO as of September 30, 2025 increased $10.7 billion (15%) from December 31, 2024, primarily at Gas Power due to Heavy-Duty Gas
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Aeroderivative equipment and contractual services, and increases at Hydro Power equipment and Steam Power services. RPOincreased
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Turbine and Aeroderivative equipment and contractual services, and increases at Steam Power services and Hydro Power equipment,
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services, and increases in Hydro Power equipment and Steam Power services; at Electrification, due to demand forhigh-voltage direct
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Power due to increases inequipment and services, and increases in Hydro Power equipment and Steam Power services, partially offset by
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primarily at Power, due to increases at Gas Power equipment and services, and increases at Hydro Power equipment and Steam Power
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Power services due to higher volume and favorable price.
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solutions, switchgear, and alternating current substation solutions volume and at Power Conversion & Storage.
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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,
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depreciation of PP&E, amortization of intangible assets, and (gains) losses on purchases and sales of business interests) of$0.6 billion,
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See Note 23 in the Notes to the consolidated and combined financial statements for further information.
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billion (7%). Organic revenues* increased at Power, Electrification, and Wind.
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nonrecurrence of $0.3 billion received related to an arbitration refund in the second quarter of 2024; thenonrecurrence of a $0.1 billion
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benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investmentsin
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from the sale of a portion of Steam Power nuclear activities to EDF.
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with an arbitration proceeding in the second quarter of 2024; and an increase in contract liabilities and current deferred income of $0.3
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see Note 20 in the Notes to the consolidated and combined financial statements.