GE Vernova Inc.
For the period ended Dec 31, 2025. Filed Jan 29, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Jan 29, 2026
GEV$774.11+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-06.
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Item 7. "Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-01-29.
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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2 unchanged; 1 reworded; 521 added; 120 removed; 0 previous and 0 current paragraphs rearranged.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (521)
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OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction
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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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principles (GAAP), and corresponding notes included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis
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provides information that management believes to be relevant to understanding the financial condition and results of operations of the
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Company for theyears ended December 31, 2025 and 2024. Unless otherwise noted, tables are presented in U.S. dollars in millions,
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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
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rounded numbers. Percentages presented in this report are calculated from the underlying numbers in millions. Unless otherwise noted,
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statements related to changes in operating results relate to the corresponding period in the prior year. Refer to the "Management's
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Discussion and Analysis of Financial Condition and Results of Operations"included in Part II, Item 7 ofour Annual Report on Form 10-K for
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the fiscal year ended December 31, 2024, for discussions of results for the years ended December 31, 2024 versus 2023.
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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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data but not presented in ourfinancial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP
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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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directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."
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Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates
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as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to the consolidated and combined
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financial statements.
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Prolec GE. On October 21, 2025, we announced that GE Vernova will acquire the remaining fifty percent stake of Prolec GE, our
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unconsolidated joint venture with Xignux. Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and
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voltages with approximately 10,000 global employees across seven manufacturing sites globally, including five in the U.S. Under the
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purchase agreement, GE Vernova will pay approximately $5.3 billion at closing, expected to be funded equally between cash and debt. The
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acquisition is expected to close in February 2026.
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Tariffs. Throughout 2025, the United States and other countries imposed global tariffs. These tariffs have resulted, and any future tariffs will
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result in additional costs to us. The total cost impact from the global tariffs for the full year 2025 wasapproximately $250 million, after taking
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into consideration contractual protections and mitigating actions. The future impacts of tariffs may be significantly differentand are subject
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to several factors including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other
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actions we take, and contractual implications.
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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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within this report conforms to the new business unit structure within the Electrification segment.
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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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factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.
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Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like
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decarbonization, an increasing demand for renewable energy alternatives, governmental regulations and policies, and changes in broader
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economic and geopolitical conditions. These trends, along with the growing focus on the digitization and sustainability of the electricity
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infrastructure, can impact performance across each of our business segments. We believe that our industry-defining technologies and
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commitment to innovation position us well to capitalize on, as well as mitigate adverse impacts from, these long-term trends:
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•Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet
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forecasted energy demand growth arising from population and global economic growth.
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•Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and
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Removed paragraphs (120)
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Capital Resources and Liquidity—Parent
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Company Credit Support" for information about the amounts of the parent company guarantees. For the obligations that remain outstanding
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under GE credit support, we are required to indemnify GE against any amounts paid in connection with such GE credit support. Pursuant to
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the Separation and Distribution Agreement, we are subject to certain restrictions and covenants with respect to contracts underlying GE
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credit support under which GE or its subsidiaries remain liable, including a prohibition on certain amendments and on any disposition of
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such contracts (including indirectly through dispositions of our subsidiaries). These provisions may restrict us from extending contracts, or
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amending contracts in a manner which increases GE’s obligations under, outstanding GE credit support, or require us to obtain third-party
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credit support with respect to such obligations. In each case, these provisions could delay or prevent the accomplishment of our objectives
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and adversely affect our business. In addition, so long as obligations remain outstanding under GE credit support, unless GE otherwise
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consents, it will be a condition to any acquisition or change of control of GE Vernova that the acquiring person have the financial and
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operational capacity to satisfy those obligations, have unsecured investment grade ratings, and agree to be bound by all the same
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provisions applicable to us under the Separation and Distribution Agreement with respect to the GE credit support, or we, or such acquiring
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person will be required to provide third-party credit support reasonably acceptable to GE with respect to such GE credit support. This
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condition may discourage, delay, or prevent certain types of transactions involving an actual or a threatened acquisition, or change in
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control of GE Vernova, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to
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sell their shares of our common stock at a price above the prevailing market price. For more information on our obligations pertaining to the
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GE credit support, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity—Parent
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Company Credit Support” and “Certain Relationships and Related Person Transactions—Separation and Distribution Agreement—Credit
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Support” in the Information Statement.
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We or GE may fail to perform under various transaction agreements that were executed as part of the separation. In connection
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with the separation, we and GE entered into various transaction agreements related to the Spin-Off. All of these agreements govern our
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relationship with GE . We rely on GE to satisfy its performance obligations under these agreements. If we or GE are unable to satisfy our or
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its respective obligations under these agreements, including indemnification obligations, our business, results of operations, cash flows,
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and financial condition could be adversely affected. See “Certain Relationships and Related Person Transactions” in the Information
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Statement.
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Certain non-U.S. entities or assets that are part of our separation from GE were not transferred to us prior to the Spin-Off and
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may not be at all. Certain non-U.S. entities and assets that were part of our separation from GE were not transferred prior to the Spin-Off
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because the entities or assets, as applicable, were subject to foreign government or third-party approvals that we did not receive prior to
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the Spin-Off. Such approvals included, but are not limited to, approvals to merge or separate, to form new legal entities (including obtaining
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required registrations and/or licenses or permits), and to transfer assets and/or liabilities. Although most material transfers occurred without
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delays beyond the Distribution Date, we cannot offer any assurance that such transfers will ultimately occur or not be delayed for an
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extended period of time. Under the Separation and Distribution Agreement, the economic consequences of owning such assets and/or
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entities are, to the extent reasonably possible and permitted by applicable law, provided to us. In the event such transfers do not ultimately
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occur or are significantly delayed because we do not receive the required approvals, we may not realize all of the anticipated benefits of our
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separation from GE and we may be dependent on GE for transition services for a longer period of time than would otherwise be the case.
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Transfer or assignment to us of some contracts, joint ventures, and other assets required the consent of a third party. If such
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consent is not given or if its requirement is used to obtain more favorable contractual terms, we may not be entitled to some or
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all of the benefit of such contracts, joint ventures, investments, and other assets in the future. Transfer or assignment of some of
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the contracts, joint ventures, and other assets in connection with the Spin-Off and change of control in the ownership structure following the
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Spin-Off required the consent of a third party to the transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of
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Reworded paragraphs (1)
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financial condition, cash requirements, other potential cash uses, prospects, and other factors. Further, the price, availability, and trading
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financial condition, cash requirements, prospects, alternative uses for our cash, and other factors.