| Delaware | 001-41966 | 92-2646542 | |||||||||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||||||||
| 58 Charles Street, | Cambridge, | MA | 02141 | ||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
| ☐ | 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)) | |||||||
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. | ☐ | |||||||
| GE Vernova Inc. | |||||||||||
(Registrant) | |||||||||||
| | |||||||||||
| Date: January 28, 2026 | /s/ Matthew J. Potvin | ||||||||||
Matthew J. Potvin Vice President, Controller and Chief Accounting Officer Principal Accounting Officer | |||||||||||

Three months ended December 31 | Twelve months ended December 31 | ||||||
(Dollars in millions, except per share) | 2025 | 2024 | Year-on-Year | 2025 | 2024 | Year-on-Year | |
GAAP Metrics | |||||||
Total revenues | $10,956 | $10,559 | 4% | $38,068 | $34,935 | 9% | |
Net income (loss) | $3,670 | $484 | $3,186 | $4,879 | $1,559 | $3,320 | |
Net income (loss) margin | 33.5% | 4.6% | 2,890 bps | 12.8% | 4.5% | 830 bps | |
Diluted EPS(a) | $13.39 | $1.73 | F | $17.69 | $5.58 | F | |
Cash from (used for) operating activities | $2,480 | $922 | $1,558 | $4,987 | $2,583 | $2,404 | |
Non-GAAP Metrics | |||||||
Organic revenues | $10,787 | $10,555 | 2% | $37,818 | $34,608 | 9% | |
Adjusted EBITDA | $1,158 | $1,079 | $79 | $3,196 | $2,035 | $1,161 | |
Adjusted EBITDA margin | 10.6% | 10.2% | 40 bps | 8.4% | 5.8% | 260 bps | |
Adjusted organic EBITDA margin | 10.7% | 10.4% | 30 bps | 8.4% | 6.3% | 210 bps | |
Free cash flow | $1,809 | $572 | $1,237 | $3,710 | $1,701 | $2,009 | |
Three months ended December 31 | Twelve months ended December 31 | ||||||
(Dollars in millions) | 2025 | 2024 | Year-on-Year | 2025 | 2024 | Year-on-Year | |
Orders | $11,693 | $6,552 | 78% | $32,835 | $21,758 | 51% | |
Revenues | $5,749 | $5,431 | 6% | $19,767 | $18,127 | 9% | |
Cost of revenues(a) | $4,146 | $3,971 | $14,627 | $13,608 | |||
Selling, general, and administrative expenses(a) | $497 | $536 | $1,836 | $2,022 | |||
Research and development expenses(a) | $178 | $127 | $549 | $384 | |||
Other segment (income)/expenses(b) | $(43) | $(13) | $(147) | $(155) | |||
Segment EBITDA | $971 | $810 | $161 | $2,902 | $2,268 | $634 | |
Segment EBITDA margin | 16.9% | 14.9% | 200 bps | 14.7% | 12.5% | 220 bps | |
Three months ended December 31 | Twelve months ended December 31 | ||||||
(Dollars in millions) | 2025 | 2024 | Year-on-Year | 2025 | 2024 | Year-on-Year | |
Orders | $3,145 | $2,031 | 55% | $7,681 | $7,088 | 8% | |
Revenues | $2,368 | $3,109 | (24)% | $9,110 | $9,701 | (6)% | |
Cost of revenues(a) | $2,410 | $2,930 | $9,008 | $9,513 | |||
Selling, general, and administrative expenses(a) | $134 | $135 | $527 | $566 | |||
Research and development expenses(a) | $45 | $42 | $161 | $222 | |||
Other segment (income)/expenses(b) | $4 | $(17) | $12 | $(12) | |||
Segment EBITDA | $(225) | $19 | $(244) | $(598) | $(588) | $(10) | |
Segment EBITDA margin | (9.5)% | 0.6% | (1,010) bps | (6.6)% | (6.1)% | (50) bps | |
Three months ended December 31 | Twelve months ended December 31 | ||||||
(Dollars in millions) | 2025 | 2024 | Year-on-Year | 2025 | 2024 | Year-on-Year | |
Orders | $7,424 | $4,786 | 55% | $19,265 | $15,689 | 23% | |
Revenues | $2,960 | $2,181 | 36% | $9,642 | $7,550 | 28% | |
Cost of revenues(a) | $2,019 | $1,539 | $6,644 | $5,359 | |||
Selling, general, and administrative expenses(a) | $350 | $322 | $1,350 | $1,295 | |||
Research and development expenses(a) | $118 | $86 | $426 | $345 | |||
Other segment (income)/expenses(b) | $(32) | $(49) | $(212) | $(128) | |||
Segment EBITDA | $505 | $283 | $222 | $1,433 | $679 | $754 | |
Segment EBITDA margin | 17.1% | 13.0% | 410 bps | 14.9% | 9.0% | 590 bps | |
CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED) | |||||||
Three months ended December 31 | Twelve months ended December 31 | ||||||
(In millions, except per share amounts) | 2025 | 2024 | V% | 2025 | 2024 | V% | |
Sales of equipment | $5,963 | $5,852 | $20,934 | $18,952 | |||
Sales of services | 4,993 | 4,707 | 17,134 | 15,983 | |||
Total revenues | 10,956 | 10,559 | 4% | 38,068 | 34,935 | 9% | |
Cost of equipment | 5,413 | 5,368 | 18,759 | 17,989 | |||
Cost of services | 3,221 | 3,067 | 11,774 | 10,861 | |||
Gross profit | 2,323 | 2,123 | 9% | 7,535 | 6,085 | 24% | |
Selling, general, and administrative expenses | 1,355 | 1,266 | 4,949 | 4,632 | |||
Research and development expenses | 366 | 265 | 1,197 | 982 | |||
Operating income (loss) | 602 | 593 | 2% | 1,388 | 471 | F | |
Interest and other financial income (charges) – net | 44 | 38 | 186 | 120 | |||
Non-operating benefit income | 119 | 137 | 459 | 536 | |||
Other income (expense) – net | 340 | 346 | 795 | 1,372 | |||
Income (loss) before income taxes | 1,105 | 1,114 | (1)% | 2,828 | 2,498 | 13% | |
Provision (benefit) for income taxes | (2,565) | 630 | (2,051) | 939 | |||
Net income (loss) | 3,670 | 484 | F | 4,879 | 1,559 | F | |
Net loss (income) attributable to noncontrolling interests | (6) | — | 4 | (7) | |||
Net income (loss) attributable to GE Vernova | $3,664 | $484 | F | $4,884 | $1,552 | F | |
Earnings (loss) per share attributable to GE Vernova: | |||||||
Basic | $13.56 | $1.75 | F | $17.92 | $5.65 | F | |
Diluted | $13.39 | $1.73 | F | $17.69 | $5.58 | F | |
Weighted-average number of common shares outstanding: | |||||||
Basic | 270 | 276 | (2)% | 272 | 275 | (1)% | |
Diluted | 274 | 280 | (2)% | 276 | 278 | (1)% | |
CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED) | ||
December 31 (In millions, except share and per share amounts) | 2025 | 2024 |
Cash, cash equivalents, and restricted cash | $8,848 | $8,205 |
Current receivables – net | 9,803 | 8,177 |
Inventories, including deferred inventory costs | 10,429 | 8,587 |
Current contract assets | 9,294 | 8,621 |
All other current assets | 1,445 | 564 |
Assets held for sale | 396 | — |
Current assets | 40,216 | 34,153 |
Property, plant, and equipment – net | 6,006 | 5,150 |
Goodwill | 4,439 | 4,263 |
Intangible assets – net | 727 | 813 |
Contract and other deferred assets | 378 | 555 |
Equity method investments | 1,834 | 2,149 |
Deferred income taxes | 5,321 | 1,639 |
All other assets | 4,095 | 2,763 |
Total assets | $63,016 | $51,485 |
Accounts payable and equipment project payables | $8,809 | $8,602 |
Contract liabilities and deferred income | 25,774 | 17,587 |
All other current liabilities | 6,310 | 5,496 |
Liabilities held for sale | 79 | — |
Current liabilities | 40,972 | 31,685 |
Deferred income taxes | 1,162 | 827 |
Non-current compensation and benefits | 3,171 | 3,264 |
All other liabilities | 5,416 | 5,116 |
Total liabilities | 50,720 | 40,892 |
Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 269,529,464 and 275,880,314 shares outstanding as of December 31, 2025 and December 31, 2024, respectively | 3 | 3 |
Additional paid-in capital | 9,813 | 9,733 |
Retained earnings | 6,154 | 1,611 |
Treasury common stock, 8,397,266 and 226,290 shares at cost as of December 31, 2025 and December 31, 2024, respectively | (3,385) | (43) |
Accumulated other comprehensive income (loss) – net attributable to GE Vernova | (1,407) | (1,759) |
Total equity attributable to GE Vernova | 11,178 | 9,546 |
Noncontrolling interests | 1,118 | 1,047 |
Total equity | 12,296 | 10,593 |
Total liabilities and equity | $63,016 | $51,485 |
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED) | ||
For the years ended December 31 (In millions) | 2025 | 2024 |
Net income (loss) | $4,879 | $1,559 |
Adjustments to reconcile net income (loss) to cash from (used for) operating activities | ||
Depreciation and amortization of property, plant, and equipment | 615 | 895 |
Amortization of intangible assets | 238 | 277 |
(Gains) losses on purchases and sales of business interests | (185) | (1,147) |
Principal pension plans – net | (361) | (376) |
Other postretirement benefit plans – net | (227) | (290) |
Provision (benefit) for income taxes | (2,051) | 939 |
Cash recovered (paid) during the year for income taxes | (830) | (623) |
Changes in operating working capital: | ||
Decrease (increase) in current receivables | (1,928) | (1,297) |
Decrease (increase) in inventories, including deferred inventory costs | (1,433) | (641) |
Decrease (increase) in current contract assets | (456) | (409) |
Increase (decrease) in accounts payable and equipment project payables | (105) | 667 |
Increase (decrease) in contract liabilities and current deferred income | 8,019 | 2,799 |
All other operating activities | (1,187) | 229 |
Cash from (used for) operating activities | 4,987 | 2,583 |
Additions to property, plant, and equipment and internal-use software | (1,277) | (883) |
Dispositions of property, plant, and equipment | 39 | 25 |
Purchases of and contributions to equity method investments | (87) | (114) |
Sales of and distributions from equity method investments | 464 | 244 |
Proceeds from principal business dispositions | 60 | 813 |
All other investing activities | 47 | (122) |
Cash from (used for) investing activities | (755) | (37) |
Net increase (decrease) in borrowings of maturities of 90 days or less | — | (23) |
Transfers from (to) Parent | — | 2,933 |
Dividends paid to stockholders | (275) | — |
Purchases of common stock for treasury | (3,316) | (43) |
All other financing activities | (221) | 785 |
Cash from (used for) financing activities | (3,813) | 3,652 |
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | 224 | (147) |
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within assets held for sale | 644 | 6,051 |
Less: Net increase (decrease) in cash classified within assets held for sale | 2 | (603) |
Increase (decrease) in cash, cash equivalents, and restricted cash | 643 | 6,654 |
Cash, cash equivalents, and restricted cash at beginning of year | 8,205 | 1,551 |
Cash, cash equivalents, and restricted cash as of December 31 | $8,848 | $8,205 |
Three months ended December 31 | Twelve months ended December 31 | ||||||
ORGANIC REVENUES (NON-GAAP) | 2025 | 2024 | V% | 2025 | 2024 | V% | |
Total revenues (GAAP) | $10,956 | $10,559 | 4% | $38,068 | $34,935 | 9% | |
Less: Acquisitions | 3 | — | 6 | — | |||
Less: Business dispositions | — | — | — | 308 | |||
Less: Foreign currency effect | 167 | 4 | 244 | 19 | |||
Organic revenues (Non-GAAP) | $10,787 | $10,555 | 2% | $37,818 | $34,608 | 9% | |
Three months ended December 31 | Twelve months ended December 31 | ||||||
EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP) | 2025 | 2024 | V% | 2025 | 2024 | V% | |
Total equipment revenues (GAAP) | $5,963 | $5,852 | 2% | $20,934 | $18,952 | 10% | |
Less: Acquisitions | — | — | — | — | |||
Less: Business dispositions | — | — | — | 171 | |||
Less: Foreign currency effect | 89 | (9) | 114 | (2) | |||
Equipment organic revenues (Non-GAAP) | $5,874 | $5,861 | —% | $20,820 | $18,784 | 11% | |
Total services revenues (GAAP) | $4,993 | $4,707 | 6% | $17,134 | $15,983 | 7% | |
Less: Acquisitions | 2 | — | 6 | — | |||
Less: Business dispositions | — | — | — | 138 | |||
Less: Foreign currency effect | 78 | 13 | 130 | 21 | |||
Services organic revenues (Non-GAAP) | $4,913 | $4,694 | 5% | $16,999 | $15,824 | 7% | |
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON- GAAP) | Three months ended December 31 | Twelve months ended December 31 | |||||
2025 | 2024 | V% | 2025 | 2024 | V% | ||
Net income (loss) (GAAP) | $3,670 | $484 | F | $4,879 | $1,559 | F | |
Add: Restructuring and other charges | 85 | 7 | 277 | 426 | |||
Add: (Gains) losses on purchases and sales of business interests(a) | (150) | (183) | (281) | (1,024) | |||
Add: Separation costs (benefits)(b) | 58 | 55 | 180 | (9) | |||
Add: Arbitration refund(c) | — | — | — | (254) | |||
Add: Non-operating benefit income | (119) | (137) | (459) | (536) | |||
Add: Depreciation and amortization(d) | 230 | 274 | 847 | 1,008 | |||
Add: Interest and other financial (income) charges – net(e)(f) | (44) | (37) | (185) | (130) | |||
Add: Provision (benefit) for income taxes(f) | (2,572) | 616 | (2,062) | 995 | |||
Adjusted EBITDA (Non-GAAP) | $1,158 | $1,079 | 7% | $3,196 | $2,035 | 57% | |
Net income (loss) margin (GAAP) | 33.5% | 4.6% | 2,890 bps | 12.8% | 4.5% | 830 bps | |
Adjusted EBITDA margin (Non-GAAP) | 10.6% | 10.2% | 40bps | 8.4% | 5.8% | 260bps | |
(a) Includes unrealized (gains) losses related to our interest in China XD Electric Co., Ltd, recorded in Net interest and investment income (loss) which is part of Other income (expense) - net. (b) 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. (c) 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. (d) 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. (e) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business operations primarily with customers. (f) Excludes interest expense (income) of zero and $(1) million and benefit (provision) for income taxes of $(7) million and $(14) million for the three months ended December 31, 2025 and 2024, respectively, as well as excludes interest expense (income) of $(1) million and $10 million and benefit (provision) for income taxes of $(11) million and $56 million for the twelve months ended December 31, 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. | |||||||
Three months ended December 31 | Twelve months ended December 31 | ||||||
FREE CASH FLOW (NON-GAAP) | 2025 | 2024 | V% | 2025 | 2024 | V% | |
Cash from (used for) operating activities (GAAP) | $2,480 | $922 | F | $4,987 | $2,583 | 93% | |
Add: Gross additions to property, plant and equipment and internal- use software | (671) | (350) | (1,277) | (883) | |||
Free cash flow (Non-GAAP) | $1,809 | $572 | F | $3,710 | $1,701 | F | |