8-K
GE Vernova Inc. (GEV)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 23, 2025
GE Vernova Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41966 | 92-2646542 | ||
|---|---|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) | ||
| 58 Charles Street, | Cambridge, | MA | 02141 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) (617) 674-7555
_______________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||
| --- | --- | ||||
| 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 pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 2.02 Results of Operations and Financial Condition.
On July 23, 2025, GE Vernova Inc. (the "Company") released its second-quarter 2025 financial results on its investor relations website at www.gevernova.com/investors. A copy of these is attached as Exhibit 99 and incorporated by reference herein.
The information provided pursuant to this Item 2.02, including Exhibit 99, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99 Second-quarter 2025 financial results released on GE Vernova Inc.'s website onJuly23, 2025.
104 The cover page of this Current Report on Form 8-K formatted as Inline XBRL.
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 hereunto duly authorized.
| GE Vernova Inc. | |
|---|---|
| (Registrant) | |
| Date: July 23, 2025 | /s/ Matthew J. Potvin |
| Matthew J. Potvin<br><br>Vice President, Controller and Chief Accounting Officer<br><br>Principal Accounting Officer |
GEV Press Release 2Q'25 1 Defined as remaining performance obligation (RPO)
*Non-GAAP Financial Measure
Page 1
GE Vernova reports second quarter 2025 financial results
Strong 2Q'25 results with continued growth, margin expansion and positive cash flow; raising 2025 guidance
Second Quarter 2025 Highlights:
•Orders of $12.4B, +4% organically; continued strong demand at Power and Electrification
•Backlog1 growth of $5.2B sequentially from equipment and services
•Gas Power equipment backlog and slot reservation agreements grew from 50 to 55 GW
•Revenue of $9.1B, +11%, +12% organically* with growth in both equipment and services
•Net income of $0.5B; net income margin of 5.4%
•Adjusted EBITDA* of $0.8B and adjusted EBITDA margin* of 8.5%
•Cash from operating activities of $0.4B; free cash flow* of $0.2B
•$7.9B cash balance; $1.7B in capital returned to shareholders year-to-date
CAMBRIDGE, Mass., (July 23, 2025) – GE Vernova Inc. (NYSE: GEV), a unique industry leader enabling customers to
accelerate the energy transition, today reported financial results for the second quarter ending June 30, 2025.
“GE Vernova had a productive second quarter, positioning us well to continue to accelerate our growth and margin
expansion from here. We grew our backlog by more than $5 billion and increased our Gas equipment backlog and slot
reservation agreements from 50 to 55 gigawatts. With strength in Power and Electrification, we are raising our revenue,
adjusted EBITDA margin, and free cash flow expectations for the year,” said GE Vernova CEO Scott Strazik. “We are at
the beginning of an investment supercycle into more reliable baseload power, grid infrastructure and decarbonization
solutions. Our near-term results are improving, but more importantly, our long-term potential is accelerating faster.”
In the second quarter, GE Vernova orders of $12.4 billion increased +4% organically, driven by robust equipment growth
at Power and continued services strength. Revenue of $9.1 billion was up +11%, +12% organically*, with strong growth in
equipment and services. Margins expanded significantly from volume, price, and productivity, which more than offset
investments and the impact of tariffs. Positive free cash flow* was driven by stronger adjusted EBITDA* but decreased
year-over-year, due to a nonrecurring arbitration refund received in 2Q’24 and lower positive benefit from working capital.
Power
•Orders of $7.1 billion increased +44% organically from robust Gas Power equipment. Revenues of $4.8 billion
increased +7%, +9% organically*, led by Gas Power. Segment EBITDA margin grew +260 basis points, +40 basis
points organically*.
•Signed 9 gigawatts of new gas equipment contracts including 7 GW of slot reservation agreements and 2 GW of
orders. Converted 3 GW of existing slot reservation agreements to orders and shipped 5 GW of equipment; resulting
in backlog remaining at 29 GW, while growing slot reservation agreements from 21 GW to 25 GW.
•Received final investment decision from the Province of Ontario for construction of the first small modular reactor
(SMR) in the Western world at Ontario Power Generation's Darlington site.
Wind
•Orders of $2.1 billion decreased (5)% organically, driven by lower Onshore Wind equipment orders. Revenues of $2.2
billion increased +9% on a U.S. GAAP basis and organically* from higher Onshore Wind deliveries. Segment EBITDA
losses grew from Onshore Wind services costs and tariffs at Offshore Wind, offsetting more profitable Onshore Wind
equipment volume.
•Invested more than $100 million to improve performance of the ~57,000 wind turbine installed base.
Electrification
•Orders of $3.3 billion decreased (31)% organically, given the value of large equipment orders last year. Strong
demand for grid equipment continued. Revenues of $2.2 billion increased +23%, +20% organically*, led by Grid
Solutions. Segment EBITDA margin grew +740 basis points on a U.S. GAAP basis and organically*.
•$2 billion in sequential equipment backlog growth with Europe, North America, and Asia up approximately 10%.
Page 2
Company Updates:
In the second quarter of 2025, GE Vernova:
•Achieved fatality-free operations, which remain a top priority.
•Released its 2024 Sustainability Report, outlining progress against its four-pillar sustainability framework.
•Repurchased approximately 1.2 million shares for $0.4 billion, with a total of 5.2 million shares repurchased year-to-
date through June 30 at an average price of $306.
•Paid a $0.25 per share quarterly dividend; on June 23, declared a $0.25 per share third quarter dividend, payable on
August 18, 2025 to stockholders of record as of July 21, 2025.
•On May 23, S&P affirmed its investment grade credit rating of BBB- and revised its GE Vernova ratings outlook to
Positive from Stable. So far in 2025, both S&P and Fitch raised their ratings outlooks to Positive from Stable.
•Invested $0.2 billion in capital expenditures, including initiatives to expand capacity in Power and Electrification, as
part of its commitment to invest $4 billion in capex through 2028.
•Funded $0.3 billion in research and development (R&D) spending, to advance breakthrough energy transition
technologies, as part of its commitment to invest $5 billion in R&D through 2028.
"We had a strong first half of 2025 as we continued executing our financial strategy. We are delivering disciplined revenue
growth, margin expansion, and positive free cash flow from stronger earnings, down payments and working capital
management, resulting in further improvement in linearity. Our accelerated cost transformation efforts will position us for
continued improvement in our performance,” said GE Vernova CFO Ken Parks. “We executed on our commitment to
return cash to shareholders through our share repurchase actions and quarterly dividend payment, while maintaining a
healthy cash balance and solid investment grade balance sheet. Based on our performance, we are now trending towards
the higher end of our 2025 revenue guidance and have increased our expectations for adjusted EBITDA margin and free
cash flow.”
2025 Guidance:
GE Vernova is raising its 2025 financial guidance and now expects revenue to trend towards the higher end of $36-$37
billion; adjusted EBITDA margin* of 8%-9%, raising the low end of the previous guidance of high-single digits; and free
cash flow* of $3.0-$3.5 billion, up from $2.0-$2.5 billion. Segment guidance is:
•Power: 6%-7% organic revenue* growth, up from mid-single digits and 14%-15% segment EBITDA margin, up
from 13-14%.
•Wind: Organic revenue* down mid-single digits and $200-$400 million of segment EBITDA losses, trending
toward the bottom of the range.
•Electrification: Approximately 20% organic revenue* growth, up from mid-to-high teens and 13%-15% segment
EBITDA margin, up from 11%-13%.
The guidance includes the impact of tariffs as currently outlined and resulting inflation, which is now estimated to be
trending toward the lower end of approximately $300-$400 million, net of mitigating actions.
Total Company Results
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| (Dollars in millions, except per share) | 2025 | 2024 | Year-on-<br><br>Year | 2025 | 2024 | Year-on-<br><br>Year |
| GAAP Metrics | ||||||
| Total revenues | $9,111 | $8,204 | 11% | $17,143 | $15,463 | 11% |
| Net income (loss) | $492 | $1,280 | $(788) | $756 | $1,174 | $(418) |
| Net income (loss) margin | 5.4% | 15.6% | (1,020) bps | 4.4% | 7.6% | (320) bps |
| Diluted EPS(a) | $1.86 | $4.65 | U | $2.77 | $4.22 | U |
| Cash from (used for) operating activities | $367 | $978 | $(612) | $1,528 | $535 | $993 |
| Non-GAAP Metrics | ||||||
| Organic revenues | $9,044 | $8,074 | 12% | $17,205 | $15,151 | 14% |
| Adjusted EBITDA | $770 | $524 | $246 | $1,227 | $714 | $513 |
| Adjusted EBITDA margin | 8.5% | 6.4% | 210 bps | 7.2% | 4.6% | 260 bps |
| Adjusted organic EBITDA margin | 8.1% | 7.3% | 80 bps | 6.8% | 5.6% | 120 bps |
| Free cash flow | $194 | $821 | $(627) | $1,169 | $161 | $1,009 |
(a) The computation of earnings (loss) per share for all periods through April 1, 2024 was calculated using 274 million common shares
that were issued upon our separation from General Electric Company (GE) and excludes Net loss (income) attributable to
noncontrolling interests. For periods prior to April 1, 2024, the Company participated in various GE stock-based compensation plans,
and there were no dilutive equity instruments as there were no equity awards of GE Vernova outstanding.
*Non-GAAP Financial Measure
Page 3
Results by Reporting Segment
The following segment discussions and variance explanations are intended to reflect management’s view of the relevant
comparisons of financial results.
Power
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | 2025 | 2024 |
| Orders | $7,088 | 4,975 | $13,335 | 10,005 |
| Revenues | $4,758 | 4,455 | $9,180 | 8,490 |
| Cost of revenues(a) | $3,449 | 3,315 | $6,819 | 6,451 |
| Selling, general, and administrative expenses(a) | $448 | 491 | $902 | 1,007 |
| Research and development expenses(a) | $128 | 86 | $232 | 166 |
| Other segment (income)/expenses(b) | $(46) | (50) | $(59) | (93) |
| Segment EBITDA | $778 | 613 | $1,286 | 958 |
| Segment EBITDA margin | 16.4% | 13.8% | 14.0% | 11.3% |
All values are in US Dollars.
(a) Excludes depreciation and amortization expenses.
(b) Primarily includes equity method investment income and other interest and investment income.
Second Quarter 2025 Performance:
Orders of $7.1 billion increased +44% organically, led by Gas Power equipment nearly tripling with 20 heavy-duty units,
including 7 HA turbines, and 27 aeroderivatives. Services orders increased +4% organically, driven by Steam Power.
Revenues of $4.8 billion increased +7%, +9% organically*, led by Gas Power HA turbine deliveries and services growth,
partially offset by lower aeroderivative shipments. Segment EBITDA was $0.8 billion and segment EBITDA margin was
16.4%, up +260 basis points, +40 basis points organically* primarily at Gas Power and Steam Power due to favorable
price, increased productivity, and higher volume more than offsetting additional expenses to support investments at Gas
Power and Nuclear Power and inflation.
Wind
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | 2025 | 2024 |
| Orders | $2,063 | 2,160 | $2,702 | 3,310 |
| Revenues | $2,245 | 2,062 | $4,095 | 3,701 |
| Cost of revenues(a) | $2,226 | 1,975 | $4,066 | 3,584 |
| Selling, general, and administrative expenses(a) | $141 | 145 | $276 | 292 |
| Research and development expenses(a) | $40 | 59 | $73 | 121 |
| Other segment (income)/expenses(b) | $3 | — | $(8) | (7) |
| Segment EBITDA | $(165) | (117) | $(312) | (289) |
| Segment EBITDA margin | (7.3)% | (5.7)% | (7.6)% | (7.8)% |
All values are in US Dollars.
(a) Excludes depreciation and amortization expenses.
(b) Primarily includes equity method investment income and other interest and investment income.
Second Quarter 2025 Performance:
Orders of $2.1 billion decreased (5)% organically, driven by lower Onshore Wind equipment orders outside of North
America. Revenues of $2.2 billion increased +9% on a U.S. GAAP basis and organically*, driven by higher Onshore Wind
equipment volume in North America, partially offset by Offshore Wind. Segment EBITDA was $(0.2) billion and segment
EBITDA margin was (7.3)%, down (160) basis points, (200) basis points organically*, driven by higher Onshore Wind
services costs to improve fleet performance and the impact of tariffs at Offshore Wind, partially offset by more profitable
Onshore Wind equipment volume.
*Non-GAAP Financial Measure
Page 4
Electrification
| Three months ended June 30 | Six months ended June 30 | |||
|---|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | 2025 | 2024 |
| Orders | $3,338 | 4,823 | $6,731 | 8,394 |
| Revenues | $2,201 | 1,790 | $4,080 | 3,441 |
| Cost of revenues(a) | $1,518 | 1,262 | $2,801 | 2,458 |
| Selling, general, and administrative expenses(a) | $320 | 315 | $664 | 645 |
| Research and development expenses(a) | $105 | 88 | $193 | 175 |
| Other segment (income)/expenses(b) | $(64) | (5) | $(113) | (32) |
| Segment EBITDA | $322 | 129 | $535 | 195 |
| Segment EBITDA margin | 14.6% | 7.2% | 13.1% | 5.7% |
All values are in US Dollars.
(a) Excludes depreciation and amortization expenses.
(b) Primarily includes equity method investment income and other interest and investment income.
Second Quarter 2025 Performance:
Orders of $3.3 billion decreased (31)% organically, given the value of large equipment orders last year. Strong demand
continued for grid equipment, particularly in Asia. Revenues of $2.2 billion grew +23%, +20% organically*, driven by Grid
Solutions due to growth in HVDC, switchgear, and transformer volume. Segment EBITDA was $0.3 billion and segment
EBITDA margin was 14.6%, up +740 basis points on a U.S. GAAP basis and organically*, due to volume, productivity, and
price, primarily at Grid Solutions.
*Non-GAAP Financial Measure
Page 5
Non-GAAP Financial Measures
The non-GAAP financial measures presented in this press release are supplemental measures of our performance and
our liquidity that we believe help investors understand our financial condition and operating results and assess our future
prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding U.S. GAAP
financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative
of or are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP
financial measures provide investors greater transparency to the information used by management for its operational
decision-making and allow investors to see our results “through the eyes of management.” We further believe that
providing this information assists our investors in understanding our operating performance and the methodology used by
management to evaluate and measure such performance. When read in conjunction with our U.S. GAAP results, these
non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by
management as one basis for financial, operational, and planning decisions. Finally, these measures are often used by
analysts and other interested parties to evaluate companies in our industry.
Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated
differently by other companies or may be used under different circumstances or for different purposes, thereby affecting
their comparability from company to company. In order to compensate for these and the other limitations discussed below,
management does not consider these measures in isolation from or as alternatives to the comparable financial measures
determined in accordance with U.S. GAAP. Readers should review the reconciliations below and should not rely on any
single financial measure to evaluate our business. The reasons we use these non-GAAP financial measures and the
reconciliations to their most directly comparable U.S. GAAP financial measures follow. 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.
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.
Page 6
| ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Segment EBITDA | Segment EBITDA margin | |||||||
| Three months ended June 30 | 2024 | V% | 2025 | 2024 | V% | 2025 | 2024 | V bps |
| Power (GAAP) | $4,455 | 7% | $778 | $613 | 27% | 16.4% | 13.8% | 260bps |
| Less: Acquisitions | — | 1 | — | |||||
| Less: Business dispositions | 127 | — | (21) | |||||
| Less: Foreign currency effect | 3 | 38 | (25) | |||||
| Power organic (Non-GAAP) | $4,325 | 9% | $739 | $659 | 12% | 15.6% | 15.2% | 40bps |
| Wind (GAAP) | $2,062 | 9% | $(165) | $(117) | (41)% | (7.3)% | (5.7)% | (160) bps |
| Less: Acquisitions | — | — | — | |||||
| Less: Business dispositions | — | — | — | |||||
| Less: Foreign currency effect | (2) | (15) | (21) | |||||
| Wind organic (Non-GAAP) | $2,064 | 9% | $(150) | $(96) | (56)% | (6.7)% | (4.7)% | (200)bps |
| Electrification (GAAP) | $1,790 | 23% | $322 | $129 | F | 14.6% | 7.2% | 740bps |
| Less: Acquisitions | — | — | — | |||||
| Less: Business dispositions | — | — | — | |||||
| Less: Foreign currency effect | 2 | 13 | 3 | |||||
| Electrification organic (Non-GAAP) | $1,788 | 20% | $309 | $126 | F | 14.4% | 7.0% | 740bps |
| (a) Includes intersegment sales of 105 million and 119 million for the three months ended June 30, 2025 and 2024, respectively. | ||||||||
| Segment EBITDA | Segment EBITDA margin | |||||||
| Six months ended June 30 | 2024 | V% | 2025 | 2024 | V% | 2025 | 2024 | V bps |
| Power (GAAP) | $8,490 | 8% | $1,286 | $958 | 34% | 14.0% | 11.3% | 270bps |
| Less: Acquisitions | — | 2 | — | |||||
| Less: Business dispositions | 308 | — | (41) | |||||
| Less: Foreign currency effect | 5 | 52 | (61) | |||||
| Power organic (Non-GAAP) | $8,176 | 12% | $1,232 | $1,059 | 16% | 13.4% | 13.0% | 40bps |
| Wind (GAAP) | $3,701 | 11% | $(312) | $(289) | (8)% | (7.6)% | (7.8)% | 20bps |
| Less: Acquisitions | — | — | — | |||||
| Less: Business dispositions | — | — | — | |||||
| Less: Foreign currency effect | (9) | (13) | (35) | |||||
| Wind organic (Non-GAAP) | $3,710 | 12% | $(298) | $(255) | (17)% | (7.2)% | (6.9)% | (30)bps |
| Electrification (GAAP) | $3,441 | 19% | $535 | $195 | F | 13.1% | 5.7% | 740bps |
| Less: Acquisitions | — | (1) | — | |||||
| Less: Business dispositions | — | — | — | |||||
| Less: Foreign currency effect | 8 | 11 | (4) | |||||
| Electrification organic (Non-GAAP) | $3,434 | 19% | $525 | $199 | F | 12.8% | 5.8% | 700bps |
All values are in US Dollars.
(a) Includes intersegment sales $231 million and $197 million for the six months ended June 30, 2025 and 2024, respectively.
2025 Guidance: Power and Electrification organic revenue*
We cannot provide a reconciliation of the differences between the non-GAAP financial measures expectations and the corresponding
GAAP financial measure of Power and Electrification organic revenue* in the 2025 guidance without unreasonable effort due to the
uncertainty of foreign exchange rates.
*Non-GAAP Financial Measure
Page 7
| Three months ended June 30 | Six months ended June 30 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ORGANIC REVENUES (NON-GAAP) | 2025 | 2024 | V% | 2025 | 2024 | V% | ||||||||
| Total revenues (GAAP) | $9,111 | $8,204 | 11% | $17,143 | $15,463 | 11% | ||||||||
| Less: Acquisitions | 1 | — | 2 | — | ||||||||||
| Less: Business dispositions | — | 127 | — | 308 | ||||||||||
| Less: Foreign currency effect | 66 | 3 | (63) | 4 | ||||||||||
| Organic revenues (Non-GAAP) | $9,044 | $8,074 | 12% | $17,205 | $15,151 | 14% | Three months ended June 30 | Six months ended June 30 | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| EQUIPMENT AND SERVICES ORGANIC<br><br>REVENUES (NON-GAAP) | 2025 | 2024 | V% | 2025 | 2024 | V% | ||||||||
| Total equipment revenues (GAAP) | $4,894 | $4,194 | 17% | $9,091 | $7,811 | 16% | ||||||||
| Less: Acquisitions | — | — | — | — | ||||||||||
| Less: Business dispositions | — | 66 | — | 171 | ||||||||||
| Less: Foreign currency effect | 36 | (2) | (62) | (1) | ||||||||||
| Equipment organic revenues (Non-GAAP) | $4,858 | $4,130 | 18% | $9,153 | $7,641 | 20% | ||||||||
| Total services revenues (GAAP) | $4,217 | $4,010 | 5% | $8,052 | $7,652 | 5% | ||||||||
| Less: Acquisitions | 1 | — | 2 | — | ||||||||||
| Less: Business dispositions | — | 61 | — | 138 | ||||||||||
| Less: Foreign currency effect | 30 | 5 | (1) | 5 | ||||||||||
| Services organic revenues (Non-GAAP) | $4,186 | $3,945 | 6% | $8,052 | $7,510 | 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.
2025 Guidance: Adjusted EBITDA margin*
We cannot provide a reconciliation of the differences between the non-GAAP financial measures expectations and the corresponding
GAAP financial measure of Adjusted EBITDA margin* in the 2025 guidance without unreasonable effort due to the uncertainty of foreign
exchange rates, the costs and timing associated with potential restructuring actions and the impacts of depreciation and amortization.
*Non-GAAP Financial Measure
Page 8
| Six months ended June 30 | |||||
|---|---|---|---|---|---|
| ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP) | 2024 | V% | 2025 | 2024 | V% |
| Net income (loss) (GAAP) | $1,280 | (62)% | $756 | $1,174 | (36)% |
| Add: Restructuring and other charges | 62 | 108 | 210 | ||
| Add: (Gains) losses on purchases and sales of business interests | (847) | (19) | (842) | ||
| Add: Separation costs (benefits)(a) | (91) | 80 | (91) | ||
| Add: Arbitration refund(b) | (254) | — | (254) | ||
| Add: Non-operating benefit income | (134) | (225) | (269) | ||
| Add: Depreciation and amortization(c) | 237 | 406 | 445 | ||
| Add: Interest and other financial (income) charges – net(d)(e) | (61) | (97) | (58) | ||
| Add: Provision (benefit) for income taxes(e) | 333 | 218 | 397 | ||
| Adjusted EBITDA (Non-GAAP) | $524 | 47% | $1,227 | $714 | 72% |
| Net income (loss) margin (GAAP) | 15.6% | (1,020) bps | 4.4% | 7.6% | (320) bps |
| Adjusted EBITDA margin (Non-GAAP) | 6.4% | 210bps | 7.2% | 4.6% | 260bps |
| (a) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant, and other one-time costs. In addition, 2024 includes 136 million benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments. (b) Represents a cash refund received related to an arbitration proceeding with a multiemployer pension plan and excludes 52 million related to the interest on such amounts that was recorded in Interest and other financial charges – net.(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 expense of zero and 1 million and benefit (provision) for income taxes of (2) million and 11 million for the three months ended June 30, 2025 and 2024, respectively, as well as excludes interest expense of (1) million and 11 million and benefit (provision) for income taxes of (4) million and 64 million for the six months ended June 30, 2025 and 2024, respectively, related to our Financial Services business which, because of the nature of its investments, is measured on an after-tax basis. |
All values are in US Dollars.
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| ADJUSTED ORGANIC EBITDA AND ADJUSTED<br><br>ORGANIC EBITDA MARGIN (NON-GAAP) | 2025 | 2024 | V% | 2025 | 2024 | V% |
| Adjusted EBITDA (Non-GAAP) | $770 | $524 | 47% | $1,227 | $714 | 72% |
| Less: Acquisitions | 1 | — | 1 | — | ||
| Less: Business dispositions | — | (21) | — | (41) | ||
| Less: Foreign currency effect | 32 | (41) | 49 | (94) | ||
| Adjusted organic EBITDA (Non-GAAP) | $737 | $587 | 26% | $1,177 | $848 | 39% |
| Adjusted EBITDA margin (Non-GAAP) | 8.5% | 6.4% | 210bps | 7.2% | 4.6% | 260bps |
| Adjusted organic EBITDA margin (Non-GAAP) | 8.1% | 7.3% | 80bps | 6.8% | 5.6% | 120bps |
We believe that free cash flow* provides management and investors with an important measure of our ability to generate cash on a
normalized basis. Free cash flow* also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations;
however, free cash flow* does not delineate funds available for discretionary uses as it does not deduct the payments required for
certain investing and financing activities.
| Three months ended June 30 | Six months ended June 30 | |||||
|---|---|---|---|---|---|---|
| FREE CASH FLOW (NON-GAAP) | 2025 | 2024 | V% | 2025 | 2024 | V% |
| Cash from (used for) operating activities (GAAP) | $367 | $978 | (62)% | $1,528 | $535 | F |
| Add: Gross additions to property, plant and equipment and<br><br>internal-use software | (172) | (157) | (359) | (374) | ||
| Free cash flow (Non-GAAP) | $194 | $821 | (76)% | $1,169 | $161 | F |
2025 GUIDANCE: FREE CASH FLOW (NON-GAAP)
We cannot provide a reconciliation of the differences between the non-GAAP financial measure expectations and the corresponding
GAAP financial measure for free cash flow* in the 2025 guidance without unreasonable effort due to the uncertainty of timing for capital
expenditures.
*Non-GAAP Financial Measure
Page 9
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This release 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”, “anticipate”, “intend”, “plan”, “estimate”, “guidance”, “will”, “may,” and negatives or derivatives of these
or similar expressions. These forward-looking statements include, among others, statements about the benefits we expect
from our lean operating model; our expectations regarding the energy transition; the demand for our products and
services; our ability to navigate the current dynamic environment; the estimated impact of tariffs; our expectations of future
increased business, revenues, and operating results; our ability to innovate and anticipate and address customer
demands; our ability to increase production capacity, efficiencies, and quality; our underwriting and risk management;
current and future customer orders and projects; our actual and planned investments; our expected cash generation and
management; our capital allocation framework, including share repurchases and dividends; operational safety; our
restructuring programs and strategies to reduce operational costs; and our credit ratings.
Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently
uncertain and are subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or
achievements to differ materially from current expectations. Some of the risks, uncertainties, and other factors that may
cause actual results to differ materially from those expressed or implied by forward-looking statements include the
following:
•Our ability to successfully execute our lean operating model;
•Our ability to innovate and successfully identify and meet customer demands and needs;
•Our ability to successfully compete;
•Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and
products essential to our business;
•Significant disruptions to our manufacturing and production facilities and distribution networks;
•Changes in government policies and priorities that reduce funding and demand for energy equipment and services;
•Shifts in demand, market expectations, and other dynamics related to energy, electrification, decarbonization, and
sustainability;
•Global economic trends, competition, and geopolitical risks, including conflicts, trade policies, and other constraints
on economic activity;
•Product quality issues or product or safety failures related to our complex and specialized products, solutions, and
services;
•Our ability to obtain required permits, licenses, and registrations;
•Our ability to attract and retain highly qualified personnel;
•Our ability to develop, deploy, and protect our intellectual property rights;
•Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions,
organic investments, and other priorities;
•Our ability to successfully identify, complete, integrate, and obtain benefits from any acquisitions, joint ventures, and
other investments;
•The price, availability, and trading volumes of our common stock;
•Downgrades of our credit ratings or ratings outlooks;
•The amount and timing of our cash flows and earnings;
•Our ability to meet our sustainability goals;
•The impact from cybersecurity or data security incidents;
•Changes in law, regulation, or policy that may affect our businesses and projects, or impose additional costs;
•Natural disasters, weather conditions and events, public health events, or other emergencies;
•Tax law and policy changes;
•Adverse outcomes in legal, regulatory, and administrative proceedings, actions, and disputes; and
•Other changes in macroeconomic and market conditions and volatility.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our
forward-looking statements, and these and other factors are more fully discussed in our Annual Report on Form 10-K for
the year ended December 31, 2024, and in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,
including in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of
Operation" sections included therein, as may be updated from time to time in our SEC filings and as posted on our
Page 10
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. This press release also includes certain forward-looking
projected financial information that is based on current estimates and forecasts. Actual results could differ materially.
Additional Information
GE Vernova’s website at https://www.gevernova.com/investors contains a significant amount of information about GE
Vernova, including financial and other information for investors. GE Vernova encourages investors to visit this website
from time to time, as information is updated, and new information is posted. Investors are also encouraged to visit GE
Vernova’s LinkedIn and other social media accounts, which are platforms on which the Company posts information from
time to time.
Additional Financial Information
Additional financial information can be found on the Company’s website at: www.gevernova.com/investors under Reports
and Filings.
Conference Call and Webcast Information
GE Vernova will discuss its results during its investor conference call today starting at 7:30 AM Eastern Time. The
conference call will be broadcast live via webcast, and the webcast and accompanying slide presentation containing
financial information can be accessed by visiting the investor section of the website https://www.gevernova.com/investors.
An archived version of the webcast will be available on the website after the call.
About GE Vernova
GE Vernova Inc. (NYSE: GEV) is a purpose-built global energy company that includes Power, Wind, and Electrification
segments and is supported by its accelerator businesses. Building on over 130 years of experience tackling the world’s
challenges, GE Vernova is uniquely positioned to help lead the energy transition by continuing to electrify the world while
simultaneously working to decarbonize it. GE Vernova helps customers power economies and deliver electricity that is
vital to health, safety, security, and improved quality of life. GE Vernova is headquartered in Cambridge, Massachusetts,
U.S., with approximately 75,000 employees across approximately 100 countries around the world. Supported by the
Company’s purpose, The Energy to Change the World, GE Vernova technology helps deliver a more affordable, reliable,
sustainable, and secure energy future. Learn more: GE Vernova and LinkedIn.
Investor Relations Contact:
Michael Lapides
+1.617.674.7568
m.lapides@gevernova.com
Media Contact:
Adam Tucker
+1.518.227.2463
Adam.Tucker@gevernova.com
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