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# GE Vernova Inc. (GEV) — Business, Risks, and Management's Discussion ## Business *From the FY2025 Annual Report on Form 10-K, accession 0001996810-26-000015.* GE Vernova is a global electric-power company whose products and services generate, transfer, orchestrate, convert, and store electricity. It is a Delaware corporation headquartered in Cambridge, Massachusetts, occupying roughly 600 sites across 458 cities, and it operates in approximately 100 countries. The company states that its installed base generates approximately 25% of the world's electricity. The company became independent on April 2, 2024, when General Electric Company — now operating as GE Aerospace — completed the spin-off of GE Vernova by distributing all of the company's common stock to GE shareholders, issuing approximately 274 million shares. GE contributed $515 million of cash and transferred $325 million of restricted cash at separation, leaving GE Vernova with an opening cash balance of approximately $4.2 billion. The two companies remain linked by a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement, and a Trademark License Agreement under which GE Vernova licenses — but does not own — the GE name and logo. ### Segments GE Vernova reports three segments: Power, Electrification, and Wind. **The business-unit structure beneath those segments changed on January 1, 2026, so the annual report's business-unit disclosure is on the older structure and does not match the current quarter's.** The FY2025 10-K describes: - **Power** ($19,767 million of FY2025 segment revenue; $2,902 million segment EBITDA) — Gas Power (heavy-duty and aeroderivative gas turbines for utilities, independent power producers, and industrial applications, plus lifecycle maintenance and service); Nuclear Power (boiling water reactor technology, reactor design, fuel and support services, and small modular reactor development through joint ventures with Hitachi); Hydro Power; and Steam Power (steam turbine technologies, primarily for North American nuclear plants and coal-fired plants). - **Electrification** ($9,642 million; $1,433 million segment EBITDA) — Grid Solutions (HVDC and AC substation solutions, transformers, switchgear, protection and control, automation); Power Conversion & Storage (formed January 1, 2025 by combining the Power Conversion and Solar & Storage Solutions units); and Electrification Software, including the GridOS platform. - **Wind** ($9,110 million; segment EBITDA loss of $(598) million) — Onshore Wind (workhorse 2.8-127m, 3.6-154m, 6.1-158m and 6.0-164m units); Offshore Wind (Haliade-X 220m); and LM Wind Power (blade design and manufacture). Eliminations and other were $(451) million, giving FY2025 total revenues of $38,068 million. Corporate and other costs were $(541) million, and Adjusted EBITDA — a non-GAAP measure the company reports — was $3,196 million. The company also runs a Financial Services business, one entity of which is an SEC-registered investment adviser and another a registered broker-dealer and FINRA member. ### How it makes money, and the backlog Revenue splits between equipment and long-cycle services. Remaining performance obligations (RPO), the company's measure of backlog, totalled $150.2 billion at December 31, 2025 against $119.0 billion a year earlier — an increase of $31.2 billion, or 26%. The Power segment holds the bulk of it: Power RPO was $94,387 million at year-end 2025 ($24,707 million equipment, $69,680 million services), up $21.0 billion or 29% from 2024. Electrification RPO rose $11.2 billion, while Wind RPO fell $1.1 billion. Services economics rest on a large installed base: approximately 7,000 gas turbines, of which roughly 1,800 are under long-term service agreements with an average remaining contract life of about 10 years. At December 31, 2025 the company had 51 HA-Turbines in RPO, 43 being installed and commissioned, and 126 HA-Turbines in its installed base with approximately 3.6 million operating hours. FY2025 gas turbine orders were 173 units (29.8 GW) against 81 units sold (15.3 GW) — an order book running well ahead of shipments. Long-term service agreements are a significant accounting estimate: the net long-term service agreement balance was $3.4 billion at year-end 2025, representing about 4% of total estimated life-of-contract billings, with contracts on average approximately 29% complete. A one-percentage- point change in total estimated contract profitability would move that balance by $0.2 billion. ### R&D, people, and competition GE Vernova expects to invest approximately $5 billion of cumulative R&D from 2025 through 2028, roughly half aimed at industrializing existing products and supporting the installed base and half at longer-term innovation. Advanced Research operates from Niskayuna, New York and Bangalore, India. The workforce is approximately 75,000 employees, about 70% of whom specialize in manufacturing, engineering, or services, with over 3,000 in quality or environmental, health and safety roles. Geographically: roughly 24,000 in Europe, 21,000 in the U.S., 19,000 in Asia, and 6,000 in Latin America. A significant number of employees are unionized, and many European employees are represented by works councils. Named competitors are Siemens Energy, Mitsubishi Power, Westinghouse, Framatome and Rolls-Royce in Power; Vestas, Siemens-Gamesa, Nordex, Envision and Goldwind in Wind; and Hitachi Energy, Siemens Energy, Siemens, Schneider Electric, Mitsubishi Electric and ABB in Electrification. ### A note on comparability of the multi-year history The FY2025 annual report presents three years, but they are not prepared on the same basis. For periods before the April 2, 2024 spin-off, the financial statements are *combined* statements derived from GE's own consolidated statements and accounting records — carrying GE's historical cost basis for the assets and liabilities that became GE Vernova, GE's historical accounting policies, and **allocations of indirect costs** for corporate, infrastructure and shared services (finance, supply chain, human resources, IT, insurance, employee benefits) apportioned by direct usage where identifiable and otherwise pro rata on headcount, revenue, or similar measures. The company states plainly that these combined statements "do not purport to reflect what the results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate, stand-alone entity" in those periods, and that the allocations "may not be indicative of the actual expense that would have been incurred." In practice this means FY2023 is entirely carve-out, FY2024 is a hybrid — one quarter on the carve-out basis and three quarters as an independent company — and only FY2025 is a clean full year of standalone reporting. Income taxes compound the problem: before the spin-off GE Vernova was included in GE's consolidated returns and its tax provision was estimated on a separate-return basis, so pre-2024 tax figures are constructed rather than filed, and the company cautions that valuation allowances in its own statements may or may not exist on GE's books. Year-over-year comparisons that reach back into 2023 or the first quarter of 2024 should be read with this in mind. ## Risk factors *From the FY2025 Annual Report on Form 10-K, accession 0001996810-26-000015. Condensed to the substantive risks; boilerplate omitted.* **Operations and supply chain.** Product quality failures in software-enabled industrial machinery — gas turbines, wind turbines, grid infrastructure, nuclear equipment — could cause injury, widespread outages, or suspension of operations, and warranty and quality-related costs have represented and may continue to represent a meaningful portion of expenses. The company operates in a supply-constrained environment with shortages of materials and skilled labor, inflation, and logistics disruption; certain inputs are sole-sourced, concentrated, or primarily available from a single country, including semiconductor chips, specialty metals, and rare earths. Separately, capacity expansion may outpace realized demand: because expansion decisions rest on forecasts, orders, slot reservation agreements and deposits, orders may be deferred or canceled and slot reservations may not convert, leaving excess or idle capacity, under-absorbed fixed costs, inventory write-downs, supply-agreement penalties, and long-lived asset impairment. **Managing growth and competition.** Cost-savings targets depend on productivity initiatives that may not deliver. Long-term service agreements — especially in Gas Power — depend on estimates of product durability, cost to serve over decades, and technician availability; estimating errors lead to loss contracts and inventory obsolescence. Competition has intensified as new entrants, including Chinese manufacturers, improve quality and pursue export markets, and some competitors are government-sponsored. Commercialization risk is heightened in Nuclear Power, which is constructing small modular reactors: given the nascent industry and higher ramp-up costs, new product introductions could result in losses in the near and long term. Acquisitions, minority investments, joint ventures and consortium arrangements carry integration, governance, legacy- compliance and successor-liability exposure; in joint ventures major decisions often require consensus, and in some projects the company bears joint and several liability for partner performance. **Customers and industry dynamics.** Many projects depend on timely grid connection, which is subject to permitting delays, interconnection constraints and curtailment beyond the company's control. Contracts commonly carry warranty, performance, delivery and availability provisions that trigger liquidated damages — the filing cites Wind, where delays in assembling and delivering nacelles have already increased costs and created litigation exposure. Fixed-price contracts commit pricing long before completion, and cost overruns and related penalties "have represented, and may in the future represent, a meaningful portion of our expenses." A newer exposure is contracting with nontraditional counterparties such as hyperscalers and energy-focused government departments, some with limited operating histories or weaker credit, and slot-reservation counterparties who may never place orders equal to their reservation. Investment-grade credit ratings underpin commercial positioning; a downgrade could raise financing costs, constrain bonding capacity, and limit the ability to win contracts. **Energy transition.** The company is exposed in both directions. Increased policy support for fossil fuels or rollback of renewable-supportive policy would reduce demand for renewable and decarbonization offerings; conversely, falling renewable costs could reduce demand for new gas turbines and service for unabated gas plants. Reductions or adverse modification of tax incentives and renewable mandates could limit markets, reduce project returns, or force project abandonment. Power segment demand also tracks oil and gas policy, prices, and regional supply and demand. **Macroeconomic and geopolitical.** Operating in roughly 100 countries creates compliance exposure across anti-corruption, trade controls, environmental (including PFAS-related liabilities), employment, human rights, and data protection regimes, with emerging-market enforcement particularly unpredictable. Natural disasters and the physical effects of climate change, public health crises, armed conflict, sanctions and embargoes can disrupt facilities, supply and logistics. **Policy, regulation and legal.** Sustainability goals and disclosures create both compliance cost and litigation risk from allegations of inaccurate ESG statements. Trade policy — tariffs, export controls, buy-national and local-content rules — can raise costs and restrict market access. Parts of the business require licenses and permits, notably U.S. nuclear operations regulated by the NRC, where failure to obtain or renew licenses could significantly disrupt the nuclear business. Nuclear operations involve radioactive and hazardous materials, where improper handling could cause contamination and liabilities that contractual protections and insurance may not cover. The company also carries legacy claims from previously owned businesses and liabilities assigned to it in the spin-off, and remains exposed to antitrust, government-contracting, and financial- services regulation. **Technology, cybersecurity, data privacy and IP.** The company may fail to secure and defend its intellectual property, and does not maintain insurance for IP claims. Because it does not own the GE trademark, termination of the Trademark License Agreement would force a corporate name change and global rebranding. Software embedded in products operates inside customer IT environments, and cybersecurity threats extend across a large supplier base and through arrangements with GE during the post-spin transition period. **Employee matters.** Talent competition and succession risk; offshore wind installation, operation and maintenance roles are difficult, labor-intensive and dependent on scarce highly-skilled labor, and the company discloses that it has experienced serious safety incidents including injury and death. Postretirement obligations — pension, healthcare and life insurance, including legacy former employees allocated by GE — are sensitive to discount rates and asset returns. **Financial, accounting and tax.** Currency volatility, goodwill and long-lived asset impairment, and limits on utilizing deferred tax assets. Spin-off-specific tax risk is material: the separation may not qualify as tax-free, and under the Tax Matters Agreement the company may have to indemnify GE for taxes, interest and penalties if tax-free treatment fails because of its actions or certain ownership changes. The same agreement restricts acquisitions, mergers, dispositions, stock issuances, and discontinuing the active conduct of the Gas Power business. **Common stock.** Management notes that because GE Vernova manufactures and sells products used in AI infrastructure, its share price is frequently linked to AI investment trends and sector sentiment, which has resulted in significant volatility. A classified board through 2029, Section 203 of the DGCL, Separation and Distribution Agreement change-of-control restrictions, and exclusive-forum provisions may deter transactions and limit stockholder remedies. ## Management's discussion and analysis — fiscal year 2025 *From the FY2025 Annual Report on Form 10-K, accession 0001996810-26-000015.* **Headline results.** FY2025 total revenues were $38,068 million, up $3.1 billion. Total RPO was $150.2 billion, against $119.0 billion a year earlier. Net income was $4,879 million, a 12.8% margin, versus $1,559 million and 4.5% in FY2024. Operating income rose approximately $0.9 billion to $1.4 billion. Adjusted EBITDA was $3,196 million (8.4% margin), up $1.2 billion. Cash from operating activities was $5.0 billion versus $2.6 billion, and free cash flow was $3.7 billion versus $1.7 billion. **Read the earnings increase carefully: it is mostly tax, not operations.** Income before income taxes was $2,828 million in FY2025 against $2,498 million in FY2024 — an increase of $330 million. Net income rose $3,320 million. The gap is the income tax line, which swung from a $939 million provision to a $2,051 million *benefit*, an effective tax rate of (72.5)%. That benefit arose primarily from a decrease in valuation allowances following a change in judgment about the realizability of a significant portion of U.S. federal and state deferred tax assets: valuation allowances fell $3,604 million during 2025, and the effective-rate reconciliation attributes $(2,600) million, or (91.9) percentage points, to the change in valuation allowance. Management describes it as a $2.9 billion benefit primarily from a U.S. tax valuation allowance release in the fourth quarter of 2025. This is a non-cash, one-time revaluation of deferred tax assets, not an improvement in operating profitability, and it will not repeat. Pre-tax income grew only modestly for a second reason: the $0.9 billion increase in operating income was largely offset by a $0.6 billion decline in other income (expense) — net, driven by the nonrecurrence of a $1.0 billion pre-tax gain on the 2024 sale of a portion of Steam Power's nuclear activities to Electricité de France (EDF). **Where the operating improvement actually came from.** The $0.9 billion increase in operating income reflects an $0.8 billion increase in Electrification segment results (volume, favorable price and productivity at Grid Solutions) and a Power increase (favorable price and productivity at Gas Power and Steam Power, partly offset by investment spending at Nuclear Power and Gas Power and inflation), offset by a slight decline at Wind and by higher corporate costs of running a stand-alone public company. Gross profit was $7.5 billion (19.8% margin) against $6.1 billion (17.4%) in 2024 and $4.8 billion (14.5%) in 2023. SG&A was $4.9 billion, or 13.0% of revenues, against 13.3% and 14.6% in the prior two years — rising in absolute terms on the nonrecurrence of a $0.3 billion arbitration refund received in 2024, higher stock-based compensation, labor inflation, and stand-alone public company costs. Organic revenues rose $3.2 billion, with organic equipment up $2.0 billion, increasing at Electrification and Power and declining at Wind. **Segment detail.** Power segment revenues rose $1.9 billion organically on Gas Power equipment (heavy-duty and aeroderivative deliveries, favorable price) and services (parts volume, contractual services); Power segment EBITDA rose $0.4 billion organically. Electrification RPO rose $11.2 billion on demand for AC substation solutions, switchgear and transformers at Grid Solutions and synchronous condensers and energy storage at Power Conversion & Storage; segment revenues rose $2.0 billion organically and segment EBITDA $0.7 billion. Wind revenues fell $0.6 billion organically — the nonrecurrence of $0.5 billion of revenue on a previously canceled project settled in Q3 2024, project delays, fewer nacelles produced, and lower LM Wind Power volume from footprint reduction, partly offset by better Onshore Wind pricing. Wind segment EBITDA rose $0.1 billion organically: lower contract losses of $0.4 billion and improved Onshore Wind pricing against the nonrecurrence of a $0.3 billion gain on that canceled-project settlement. **Tariffs.** The total cost impact of global tariffs for full-year 2025 was approximately $250 million after contractual protections and mitigating actions. **Offshore Wind.** Cost and execution-timeline pressure continued. On December 22, 2025 the U.S. Department of the Interior announced it was pausing leases for all large-scale offshore wind projects under construction in the United States, directly affecting the Vineyard Wind completion timeline. **Prolec GE.** On October 21, 2025 GE Vernova announced it would acquire the remaining 50% of Prolec GE, its unconsolidated transformer joint venture with Xignux, for approximately $5.3 billion at closing, expected to be funded equally between cash and debt. **Goodwill.** The fourth-quarter 2025 annual impairment test found each reporting unit's fair value significantly in excess of carrying value, but identified one reporting unit — Wind, carrying $3.3 billion of goodwill — where the excess had declined significantly since the prior year. **Liquidity and capital returns.** Cash, cash equivalents and restricted cash were $8.8 billion at December 31, 2025, with total debt excluding finance leases under $0.1 billion, plus a $3.0 billion committed revolving credit facility and a $3.0 billion committed trade finance facility. Fitch upgraded the long-term rating to BBB+ with a Positive outlook on December 18, 2025, and S&P upgraded on December 11, 2025. On December 9, 2025 the board raised the repurchase authorization to $10.0 billion from the $6.0 billion authorized in December 2024; the company repurchased $3.3 billion of stock during 2025 and paid $0.3 billion of dividends. Operating cash flow of $5.0 billion included a $4.1 billion working-capital inflow, driven by $5.2 billion from contract liabilities and current deferred income on down payments and slot reservation agreements at Power — the single largest driver of the cash improvement, and one that reflects order intake rather than earnings. Investing outflows were $(0.8) billion; financing outflows $(3.8) billion. **GE credit support.** RPO and other obligations relating to GE credit support were approximately $8 billion at year-end 2025, an over 77% reduction since the spin-off, with approximately $6 billion expected to contractually mature by December 31, 2029. ## Current quarter — three and six months ended June 30, 2026 *From the Form 10-Q for the quarter ended June 30, 2026, accession 0001996810-26-000148, and the second-quarter 2026 results release furnished on Form 8-K, accession 0001996810-26-000147.* ### Segment structure as it now stands Effective January 1, 2026 GE Vernova realigned business units within all three segments, and historical figures in the quarterly report conform to the new structure. The current structure is: - **Power** — Gas Power, Nuclear Power, Hydro Power. The former Steam Power business unit was broken up and realigned into Nuclear Power, Hydro Power and Gas Power, and a component of the former Electrification Software unit moved into Gas Power. - **Electrification** — Power Transmission, Grid Systems Integration, Grid Automation & Software (the former Grid Solutions unit split into these three), plus Power Conversion & Storage. Part of the former Electrification Software unit went to Grid Automation & Software and part to Gas Power. - **Wind** — Onshore Wind and Offshore Wind, with the former LM Wind Power unit combined into Onshore Wind. The three reportable segments are unchanged. ### Results Second-quarter revenues were $11,104 million, up 22% (12% organically), against $9,111 million a year earlier. Net income attributable to GE Vernova was $668 million, up $154 million from $514 million; including the loss attributable to noncontrolling interests, consolidated net income was $649 million, a 5.8% margin. Diluted EPS was $2.47 against $1.86. Operating income was $0.7 billion, up $0.3 billion. Adjusted EBITDA was $1.2 billion, up $0.5 billion, at an 11.3% margin. RPO reached $176.3 billion at June 30, 2026 against $128.7 billion a year earlier, and was up $26.0 billion from December 31, 2025. Quarterly orders were $24.2 billion, up 88% organically. Power orders were $16.7 billion (up 134% organically) on Gas Power equipment; Electrification orders were $6.3 billion (up 66% organically), a book-to-bill of roughly 1.7; Wind orders were $1.2 billion, down 40% organically on lower Onshore Wind equipment. By segment for the quarter: Power revenues of $5.5 billion rose 14% both as reported and organically, with segment EBITDA margin up 240 basis points (320 organically). Electrification revenues of $3.6 billion rose 68% as reported and 29% organically, with segment EBITDA margin up 390 basis points (700 organically) — the reported figures include Prolec GE, the organic ones do not. Wind revenues of $2.0 billion fell 10% (11% organically) and segment EBITDA losses widened on lower Onshore Wind equipment volume and higher Offshore Wind project costs. Gas Power equipment backlog and slot reservation agreements grew from 100 GW to 116 GW during the quarter; the company now anticipates reaching at least 125 GW under contract by year-end 2026. Backlog grew from 44 to 53 GW and slot reservation agreements from 56 to 63 GW, after signing 20 GW of new gas equipment contracts (18 GW of slot reservations and 2 GW of orders), converting 10 GW of existing slot reservations to orders, and shipping 3 GW. Electrification equipment backlog reached $40.6 billion, up $16.6 billion or 69% year over year, of which $5 billion came from Prolec GE. Data center orders exceeded $5 billion year to date, more than double the 2025 full-year total. ### The six-month figures are dominated by a one-time gain Six-month revenues were $20,442 million, up 19%. Six-month net income was $5,398 million, a 26.4% margin, up $4,642 million year over year, with diluted EPS of $19.96 against $2.77. **Almost all of that increase is a non-cash remeasurement, not operations.** On February 2, 2026 GE Vernova completed the acquisition of the remaining 50% of Prolec GE from Xignux for cash consideration of approximately $5.3 billion. Because it already held half the joint venture, it remeasured its previously held equity interest to fair value and recognized a **pre-tax gain of $3,992 million** in Other income (expense) — net in the first quarter of 2026. A further $330 million pre-tax gain came from the sale of the Proficy manufacturing software business. Management attributes the six-month net income increase to a $4.6 billion increase in other income (expense) — net driven by those two gains, plus a $0.4 billion increase in operating income, less a $0.4 billion increase in income tax provision. Operating income for the six months was $0.8 billion, up $0.4 billion; six-month Adjusted EBITDA was $2.1 billion, up $0.9 billion. Adjusted EBITDA excludes the Prolec remeasurement gain and the Proficy gain, and also adds back a $106 million six-month expense ($35 million in the quarter) from the fair-value step-up of acquired Prolec GE inventory recorded in cost of equipment. The second quarter itself contains no comparable item: Q2 net income of $649 million rose because operating income rose $0.3 billion, partly offset by a $0.1 billion higher tax provision. The first-half effective tax rate was *below* the U.S. statutory rate primarily because the Prolec GE acquisition gain was nontaxable; the second-quarter rate was *above* statutory, on updated purchase-price-allocation estimates and losses providing no tax benefit in certain jurisdictions. ### Segment and other drivers for the half year Six-month organic revenues rose $1.7 billion, with organic equipment up $1.1 billion. Power segment revenues rose $1.1 billion organically on Gas Power heavy-duty and aeroderivative deliveries and favorable pricing plus Gas Power and Nuclear Power services; Power segment EBITDA rose $0.6 billion organically. Electrification revenues rose $1.1 billion organically at Power Transmission, with segment EBITDA up $0.5 billion organically. Wind revenues fell $0.7 billion organically on lower Onshore Wind deliveries, with segment EBITDA down $0.3 billion organically on lower Onshore Wind equipment deliveries, tariffs, and higher Offshore Wind contract losses. Depreciation and amortization rose $0.4 billion across all segments for the half. Gross profit was $2.4 billion for the quarter and $4.1 billion for the half, against $1.8 billion and $3.3 billion. SG&A rose $0.2 billion for the quarter and $0.3 billion for the half on labor inflation and incremental costs from Prolec GE, partly offset by cost reduction. **Offshore Wind.** The federal leasing pause announced December 22, 2025 was lifted on January 27, 2026. During the first quarter of 2026 GE Vernova completed installation of all remaining turbines at Vineyard Wind and moved to commissioning; it is working with the customer to resolve outstanding claims and counterclaims. **Tariffs.** The estimated total cost impact of global tariffs is approximately $100–200 million in 2026 after contractual protections and mitigating actions, including pursuing recovery of certain tariffs. ### Balance sheet, cash and capital returns Cash, cash equivalents and restricted cash were $13.1 billion at June 30, 2026, up $4.3 billion in the year. Total debt excluding finance leases was $2.6 billion against under $0.1 billion at December 31, 2025, following the February 4, 2026 issuance of $2.6 billion of senior notes: $0.6 billion of 4.250% notes due 2031, $1.0 billion of 4.875% notes due 2036, and $1.0 billion of 5.500% notes due 2056, with proceeds used for general corporate purposes including financing part of the Prolec GE purchase. The $3.0 billion revolving credit facility and $3.0 billion trade finance facility remain in place; the trade finance facility has not been and is not expected to be used. Fitch's long-term rating is BBB+ with a Positive outlook. Six-month cash from operating activities was $10.7 billion against $1.5 billion a year earlier, an increase of $9.2 billion. The dominant driver is a $11.8 billion increase from contract liabilities and current deferred income — down payments on orders and slot reservation agreements at Power and down payments at Electrification — against only a $1.0 billion increase in net income adjusted for depreciation, amortization, gains and losses on business interests, and income taxes. Working capital contributed a $11.7 billion inflow, of which $13.7 billion came from contract liabilities and deferred income, offset by inventories of $(1.7) billion and receivables. Offsetting items included $(0.9) billion of higher income taxes paid and a voluntary $(0.5) billion contribution to the GE Energy Pension Plan. **This cash generation is therefore substantially customer prepayment against future deliveries rather than converted earnings**, and it is worth reading alongside the capacity-expansion and slot-reservation risks the company describes. Six-month free cash flow was $9.9 billion against $1.2 billion. Six-month investing outflows were $(4.1) billion against $(0.2) billion, driven by $4.9 billion of net cash paid for Prolec GE (net of cash acquired) and $0.4 billion of higher capital and internal-use software spending, partly offset by $0.7 billion of proceeds from selling the remaining interest in China XD Electric Co., Ltd. and $0.6 billion net from the Proficy sale. Financing outflows were $(2.3) billion. The company repurchased $3.6 billion of stock in the first half — approximately 2.5 million shares for $2.3 billion in the second quarter, and 4.3 million shares year to date through June 30 at an average price of $854 — bringing life-of-program repurchases to $7.0 billion against the $10.0 billion authorization. A $0.50 per share quarterly dividend was paid, and a further $0.50 per share declared May 19, 2026 was paid July 14, 2026 to stockholders of record as of June 16, 2026. Total capital returned to shareholders was $3.9 billion year to date, more than the full-year 2025 total. GE credit support obligations were approximately $7.0 billion at June 30, 2026, an over-80% reduction since separation, with approximately $5 billion expected to mature contractually. ### Guidance GE Vernova raised its 2026 guidance with the second-quarter results: revenue of $45.5–$46.5 billion, up from $44.5–$45.5 billion; free cash flow of $11.5–$12.5 billion, up sharply from $6.5–$7.5 billion; and adjusted EBITDA margin unchanged at 12%–14%. By segment: Power organic revenue growth of 18%–20% (up from 16%–18%) with 17%–19% segment EBITDA margin; Electrification revenue of $14.5–$15.0 billion including approximately $3.1 billion from Prolec GE, with 18%–20% segment EBITDA margin; and Wind organic revenue down low double digits with approximately $400 million of segment EBITDA losses. On production capacity, management stated it remains on track to deliver 20 GW of annual gas turbine output in the third quarter of 2026, 24 GW in 2028, and is implementing actions to produce 30 GW in 2030. Capital expenditure commitments are $6 billion from 2025 through 2028, including $1 billion from Prolec GE across 2026–2028, alongside the $5 billion R&D commitment over the same period. ## Subsequent events Neither the FY2025 annual report nor the second-quarter 2026 quarterly report contains a subsequent events note. Events disclosed after the June 30, 2026 quarter end are as follows. **Robotech Automation acquisition — closed in July 2026.** In the second-quarter results release furnished on Form 8-K, accession 0001996810-26-000147, GE Vernova disclosed that it announced the acquisition of Robotech Automation to accelerate robotics and automation capabilities and that the transaction closed in July, after the quarter end. No purchase price, financing terms, or segment assignment for Robotech Automation is disclosed in the filings. **Chief Financial Officer transition — announced August 25, 2026.** Per the Form 8-K filed August 27, 2026, accession 0001996810-26-000153: Kenneth Parks, Chief Financial Officer, will retire on April 2, 2027, serving as strategic advisor to CEO Scott Strazik from January 1, 2027 to that date. Claire McDonough becomes Chief Financial Officer effective January 1, 2027, joining the company as strategic advisor on November 1, 2026. She has been Chief Financial Officer of Rivian Automotive since January 2021.