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GE Vernova Inc.

For the period ended Mar 31, 2026. Filed Apr 22, 2026.

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About 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.

Mar 31, 2026 · Filed Apr 22, 2026

GEV$774.11+0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 OF

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-22.

0001996810-26-000064

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

The 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 433 previous paragraphs and 374 current paragraphs.

104 unchanged; 124 reworded; 143 added; 199 removed; 6 previous and 3 current paragraphs rearranged.

Tables are not compared: 22 previous and 21 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 (143)

Current report

venture with Xignux, in exchange for cash consideration of approximately $5.3 billion. Prolec GE is an electric industry leader in North

Current report

wide variety of transformers and transformer components for the generation, transmission, and distribution of electricity, complemented by

Current report

its broad transformer services offering. Net assets and results of operations of Prolec GE are included in our results commencing on

Current report

February 2, 2026 and are reported within the Electrification segment. As a result of this acquisition, we remeasured our previously held

Current report

equity interest to fair value, with the resulting pre-tax gain of $4.0 billion recognized within Other income (expense) – net in our

Current report

Consolidated Statement of Income during the first quarter of 2026.

Current report

Long-term Borrowings. On February 4, 2026, we issued $2.6 billion aggregate principal amount of senior notes, consisting of $0.6 billion,

Current report

$1.0 billion, and $1.0 billion due February 2031, 2036, and 2056, respectively. The proceeds from the debt offering were used for general

Current report

corporate purposes, including financing a portion of the acquisition of the remaining 50% stake of Prolec GE.

Current report

Offshore Wind. At Offshore Wind, we continue to experience pressure related to our project costs and execution timelines, as we deliver

Current report

on our existing backlog. On December 22, 2025, the United States Department of Interior announced that it was pausing the leases for all

Current report

large-scale offshore wind projects under construction in the United States, which had a direct impact on the Vineyard Wind project

Current report

completion timeline. On January 27, that pause was lifted and during the first quarter of 2026, we successfully completed the installation of

Current report

all remaining wind turbines at the Vineyard Wind project and now have moved on to the remaining commissioning activities. As we work

Current report

through the final stages of the project, we are working with our customer to resolve outstanding claims and counterclaims.

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Business Unit Realignment. Effective January 1, 2026, we realigned the reporting of certain of our business units. Historical financial

Current report

•Within our Power segment, our Steam Power business unit was realigned into Nuclear Power, Hydro Power, and Gas Power. In

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addition, a component of our former Electrification Software business unit was realigned into Gas Power.

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•Within our Electrification segment, we revised our Grid Solutions business unit into three new business units, Power Transmission,

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Grid Systems Integration, and Grid Automation & Software. In addition, a component of our former Electrification Software business

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unit was realigned into Grid Automation & Software and another component was realigned into Gas Power within our Power segment.

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•Within our Wind segment, we combined our Onshore Wind and LM Wind Power business units into Onshore Wind.

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operating activities were$5.2 billion and$1.2 billion for thethree months ended March 31, 2026 and 2025, respectively.

Current report

billion and$1.0 billion for thethree months ended March 31, 2026 and 2025, respectively.

Current report

As of March 31, 2026, RPOincreased$13.0 billion (9%) from December 31, 2025, primarily at Electrification, due to the acquisition of

Current report

Prolec GE and demand for switchgear and transformers at Power Transmission, and demand for alternating current substation solutions at

Current report

Grid Systems Integration; at Power, due to increases at Gas Power from Heavy-Duty Gas Turbines and Nuclear Power services; partially

Current report

offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our contracts. RPOincreased$39.8 billion (32%) from

Current report

equipment; at Electrification, due tothe acquisition of Prolec GE and demand for switchgear and transformers at Power Transmission,

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demand for high-voltage direct current solutions and alternating current substation solutions at Grid Systems Integration, and synchronous

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Electrification, primarily due to the acquisition of Prolec GE, and increased volume in switchgear and transformers at Power Transmission,

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and at Grid Systems Integration due to increased volume in alternating current substation solutions and high voltage direct current

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due to higher deliveries and installations. Services revenues increased at Power, Wind, and Electrification.

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and Grid Systems Integration; and at Power of$0.3 billion, primarily at Gas Power due to favorable pricing and higher volume, partially

Current report

offset by the impact of inflation; partially offset by a decreaseat Wind of$(0.2) billion, primarily at Onshore Wind due to lower equipment

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deliveries and the impact of tariffs, and at Offshore Wind due to higher contract losses, partially offset by lower costs at Onshore Wind

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services; and an increase in depreciation and amortization expense across all segments of $0.1 billion.

Current report

driven by a $4.0 billion pre-tax gain related to the acquisition of Prolec GE and a $0.3 billion pre-tax gain related to the sale of our Proficy

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Removed paragraphs (199)

Previous report

Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates

Previous report

as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to our audited consolidated and

Previous report

unconsolidated joint venture with Xignux. Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and

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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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Power Conversion & Storage. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our

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Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented

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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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As of September 30, 2025, RPOincreased$16.2 billion (14%) from December 31, 2024, primarily at Power, due to increases at Gas

Previous report

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

Previous report

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

Previous report

current solutions, alternating current substation solutions, and transformers at Grid Solutions and synchronous condensers at Power

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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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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

Previous report

For the nine months ended September 30, 2025, total revenues increased$2.7 billion (11%). Equipment revenues increasedat

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Electrification, primarily at Grid Solutions due to growth in high-voltage direct current solutions, switchgear, and alternating current

Previous report

substation solutions volume and at Power Conversion & Storage; at Power, due toincreases in Gas Power from Heavy-Duty Gas Turbine

Previous report

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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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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Grid Solutions; and at Wind due to higher transactional services.

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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 (9%). Organic revenues* increased at Power, Electrification, and Wind.

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(a)The computation of earnings (loss) per share for all periods through April 1, 2024 was calculated using 274 million common shares that

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were issued upon Spin-Off and excludes Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, the

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Company participated in various GE stock-based compensation plans, and there were no dilutive equity instruments as there were no

Previous report

equity awards of GE Vernova outstanding prior to Spin-Off.

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Reworded paragraphs (124)

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with our consolidated and combined financial statements, which are prepared in conformity with U.S. generally accepted accounting

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with our consolidated financial statements, which are prepared in conformity with U.S. generally accepted accounting principles (GAAP),

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principles (GAAP), and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and

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and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis provides

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analysis provides information that management believes to be relevant to understanding the financial condition and results of operations of

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information that management believes to be relevant to understanding the financial condition and results of operations of the Company for

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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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thethree months ended March 31, 2026 and 2025. The below discussion should be read alongside Item 7. "Management’s Discussion and

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"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined

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Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined financial statements and

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financial statements and corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Unless

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corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Unless otherwise noted, tables are

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otherwise noted, tables are presented in U.S. dollars in millions, except for per-share amounts which are presented in U.S. dollars. Certain

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presented in U.S. dollars in millions, except for per-share amounts which are presented in U.S. dollars. Certain columns and rows within

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columns and rows within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from

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tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from the underlying numbers in

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the underlying numbers in millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding

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millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding period in the prior year.

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In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial

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In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial data but not

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data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP

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presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP financial

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financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most

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measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most directly

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directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."

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comparable GAAP financial measures, see "—Non-GAAP Financial Measures."

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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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Prolec GE. On February 2, 2026, we completed the acquisition of the remaining 50% stake of Prolec GE, our former unconsolidated joint

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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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America, with approximately 10,000 employees across seven manufacturing sites in the Americas, including five in the U.S. It produces a

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Tariffs. Throughout 2025, the United States and other countries imposed global tariffs. These tariffs and any future tariffs will result in

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Tariffs. Throughout 2025 and 2026, the United States and other countries imposed global tariffs. These tariffs have resulted, and any

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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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future tariffs will result, in additional costs to us. The current total estimated cost impact from the global tariffs as outlined is approximately

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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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$250 million to $350 million in 2026, after taking into consideration contractual protections and mitigating actions. The actual impacts of

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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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tariffs may be significantly different than our current estimate. Our estimate is subject to several factors including the amount, duration,

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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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scope and nature of the tariffs, countermeasures that countries take, mitigating or other actions we take, and contractual implications.

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within this report conforms to the new business unit structure within the Electrification segment.

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information presented within this report conforms to the new business unit structure within the Power, Electrification, and Wind segments.

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TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a number of

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TRENDS AND FACTORS IMPACTINGOUR PERFORMANCE. We believe our performance and future success depends on a number of

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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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Summary of Results. RPO was$163.3 billion and$123.4 billion as of March 31, 2026 and 2025, respectively. For thethree months ended

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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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March 31, 2026, total revenues were$9.3 billion, anincrease of$1.3 billion for the quarter. Net income (loss) was$4.7 billion, anincrease

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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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of$4.5 billion in net income for the quarter, and net income (loss) margin was 50.9%. Diluted earnings (loss) per share was$17.44 for the

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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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three months ended March 31, 2026, anincrease in diluted earnings per share of$16.53 for the quarter. Cash flows from (used for)

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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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For thethree months ended March 31, 2026, Adjusted EBITDA* was$0.9 billion, anincrease of$0.4 billion. Free cash flow*was$4.8

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substantive penalty. See Note 9 in the Notes to the consolidated and combined financial statements for further information.

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substantive penalty. See Note 9 in the Notes to the consolidated financial statements for further information.

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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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March 31, 2025, primarily at Power, due to increases at Gas Power equipment and services, and increases at Nuclear Power services and

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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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condensers at Power Conversion & Storage; partially offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our

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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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For the three months ended March 31, 2026, total revenues increased$1.3 billion (16%). Equipment revenues increased at

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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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solutions; and at Power, due toincreases at Gas Power from Heavy-Duty Gas Turbine and Aeroderivative equipment deliveries and

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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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favorable pricing; partially offset at Wind, primarily at Onshore Wind due to lower deliveries, partially offset by increases at Offshore Wind

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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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increased$0.6 billion (7%), organic equipment revenuesincreased $0.4 billion (10%) and organic services revenuesincreased $0.2

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billion (11%). Organic revenues* increased at Electrification and Power, partially offset at Wind.

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billion (4%). Organic revenues* increased at Electrification and Power, partially offsetat Wind.

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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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For the three months ended March 31, 2026, operating income (loss) was$0.2 billion, a$0.1 billion increase, primarily due to: an

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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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increase in segment results at Electrification of$0.3 billion, primarily due to volume, productivity, and favorable price at Power Transmission

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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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Net income (loss) and Net income (loss) margin were$4.7 billion and 50.9%, respectively, forthe three months ended March 31, 2026, an

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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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increase of$4.5 billion and 47.6%, respectively, for the quarter, primarily due toan increase in other income (expense) - net of$4.6 billion

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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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manufacturing software business (Proficy), and operating income (loss) of$0.1 billion, partially offset by an increase in provision for income

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Turbine and Aeroderivative equipment deliveries and favorable pricing.

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repurchase a specified or any number or dollar value of shares under our share repurchase program. The declaration of any future

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$5.6 billion, driven by down payments on orders and slot reservation agreements at Power, and down payments at Electrification; current
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combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*

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the Spin-Off; and higher corporate costs required to operate as a stand-alone public company.

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Segment revenues increased $1.6 billion (13%) organically*, primarily at Gas Power equipment due to increases in Heavy-Duty Gas

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and combined financial statements for further information.

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2, 2024, and see Note 21 in the Notes to the consolidated and combined financial statements.