GEV 10-K & 10-Q changes, risk factors and insider trading
GE Vernova Inc. · NYSE · Electronic & Other Electrical Equipment (No Computer Equip) · CIK 1996810 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Relating to Operations and Supply Chain”
New heading “Quality issues among our products, solutions, and services could cause us to incur significant costs, reduce demand for our”
New heading “products and services, lead to claims for damages or regulatory actions, and harm our business or reputation. We design,”
New heading “Significant supply chain and logistics disruptions, including volatility in the cost or availability of critical materials and”
New heading “components, could delay or impact our ability to deliver on customer obligations, increase costs, and expose us to contractual”
New heading “Disruptions or capacity constraints at our manufacturing and operating facilities could delay deliveries, increase costs, damage”
New heading “customer relationships, and limit our ability to meet demand for our products and services, and planned capacity expansions”
New heading “Risks Related to Managing Growth and Competition”
New heading “Our business success is dependent upon our ability to innovate and successfully commercialize new technologies in fast-”
New heading “Joint ventures, consortiums, and other third-party collaborations expose us to partner, governance, compliance, and financial”
New heading “risks that could impose additional costs and obligations, cause reputational harm and adversely affect our business, results of”
New heading “Risks Related to our Customers and Industry Dynamics”
New heading “Issues with grid connectivity and customers’ ability to sell generated electricity could delay projects, reduce output, demand and”
New heading “Our failure to manage customer and counterparty relationships and contracts could adversely affect our financial results. Our”
New heading “Our ability to maintain our investment grade credit ratings could affect our ability to access capital, increase our interest rates,”
New heading “Fixed‑price customer contracts expose us to reduced margins and project loss risks if costs exceed expectations. We enter into”
New heading “We may not be able to access the capital and credit markets or obtain other financing on terms that are favorable to us, or at all.”
New heading “Risks Related to the Energy Transition”
New heading “We are subject to decarbonization and energy-transition dynamics, including shifting policies, market economics, and”
New heading “Changes in energy, environmental, and tax policies may reduce demand for our products and undermine project economics. Our”
New heading “Risks Related to Macroeconomic and Geopolitical Factors”
New heading “Operating globally, especially in emerging markets, creates complex legal, regulatory, and compliance risks. We operate across”
New heading “Major events beyond our control, such as natural disasters, the physical effects of climate change, pandemics, and others, may”
New heading “Geopolitical events beyond our control may impact or increase our cost of doing business or disrupt our operations. Events such”
New heading “Risks Relating to Policy, Government Regulations and Legal Matters”
New heading “Failure to meet expectations, standards, or our goals for sustainability could harm our business and reputation. Certain of our”
New heading “International trade policies could limit market access, disrupt supply chains and operations, raise costs, and harm our”
New heading “Failure to obtain, maintain, or comply with approvals, licenses, and permits could disrupt operations and growth. Parts of our”
New heading “Compliance with EHS laws and regulations could result in significant costs, sanctions, operational restrictions, and reputational”
New heading “Claims, litigation, regulatory proceedings, and enforcement actions could be costly, disruptive, and unpredictable. We are, in the”
New heading “Noncompliance with antitrust and competition laws could result in fines, sanctions, business restrictions, and reputational harm.”
New heading “Noncompliance with government contracting and procurement laws and rules could result in penalties, contract loss, or”
New heading “Failure to comply with financial services regulations or manage conflicts of interest could result in enforcement actions and”
New heading “Risks Related to Technology, Cybersecurity, Data Privacy & Intellectual Property”
New heading “We do not own GE trademarks and use them under a license agreement that, if terminated, could require costly rebranding and”
New heading “Security or data privacy incidents or disruptions of our or our third parties’ information technology systems could adversely”
New heading “Evolving and divergent global data privacy and protection requirements, and any failure to comply with them or adequately”
New heading “safeguard personal information, could lead to significant costs, fines, litigation, operational restrictions, and reputational harm.”
New heading “Risks Related to Employee Matters”
New heading “Inability to attract, retain, and safely deploy highly qualified personnel could impair execution of our strategy and adversely affect”
New heading “Significant postretirement benefit obligations and volatility in assumptions and asset returns could increase required”
New heading “Labor disputes, collective bargaining obligations, and other labor actions could disrupt our operations and increase our costs. A”
New heading “Risks Relating to Financial, Accounting, and Tax Matters”
New heading “Volatility in foreign currency exchange rates may adversely affect our financial condition, results of operation, and cash flows.”
New heading “Future impairments of long-lived assets, including goodwill, could result in significant non-cash charges. We review our goodwill”
New heading “Changes in tax laws and rates, adverse positions taken by taxing authorities, and tax audits could increase our tax obligations”
New heading “The Spin-Off could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction and”
New heading “The Tax Matters Agreement limits us from taking certain actions and may require us to indemnify GE significant amounts. We are”
New heading “Risks Relating to Our Common Stock and the Securities Market”
Removed heading “TRANSITION TO STAND-ALONE COMPANY”
Removed heading “RESULTS OF OPERATIONS”
Removed heading “For the year ended December 31, 2024, segment revenues were up $0.7 billion (4%) and segment EBITDA was up $0.5 billion”
Removed heading “For the year ended December 31, 2024, segment revenues were down $0.1 billion (1%) and segment EBITDA was up $0.4 billion”
Removed heading “ELECTRIFICATION”
Removed heading “For the year ended December 31, 2024, segment revenues were up $1.2 billion (18%) and segment EBITDA was up $0.4 billion.”
Removed heading “OTHER INFORMATION”
Removed heading “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.”
Removed heading “AUDITOR'S REPORT”
Removed heading “Report of Independent Registered Public Accounting Firm”
Removed heading “Opinion on the Financial Statements”
Removed heading “Basis for Opinion”
Removed heading “Critical Audit Matter”
Removed heading “Sales of services - Revenue recognition on certain Power long-term service agreements - Refer to Notes 2 and 9 to the financial”
Removed heading “Critical Audit Matter Description”
Removed heading “How the Critical Audit Matter Was Addressed in the Audit”
Removed heading “NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION”
Removed heading “NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES”
Removed heading “NOTE 4. CURRENT AND LONG-TERM RECEIVABLES”
Removed heading “NOTE 5. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS”
Removed heading “NOTE 6. PROPERTY, PLANT, AND EQUIPMENT”
Removed heading “NOTE 8. ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS”
Removed heading “NOTE 9. CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME”
Removed heading “NOTE 10. CURRENT AND ALL OTHER ASSETS”
Removed heading “NOTE 11. EQUITY METHOD INVESTMENTS”
Removed heading “NOTE 12. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES”
Removed heading “NOTE 13. POSTRETIREMENT BENEFIT PLANS”
Removed heading “Pension Benefits and Retiree Health and Life Benefits Sponsored by GE, Allocated to GE Vernova in Connection with the Spin-”
Removed heading “Pension Benefits and Retiree Health and Life Benefits Sponsored by GE Vernova, Including Those Allocated to GE Vernova in”
Removed heading “NOTE 14. CURRENT AND ALL OTHER LIABILITIES”
Removed heading “NOTE 15. INCOME TAXES”
Removed heading “NOTE 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) AND COMMON STOCK”
Removed heading “NOTE 19. OTHER INCOME (EXPENSE) – NET”
Removed heading “NOTE 20. FINANCIAL INSTRUMENTS”
Removed heading “GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS”
Removed heading “PRE-TAX GAINS (LOSSES) RECOGNIZED IN AOCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES”
Removed heading “NOTE 22. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND OTHER LOSS CONTINGENCIES”
Removed heading “NOTE 23. RESTRUCTURING CHARGES AND SEPARATION COSTS”
Removed heading “NOTE 24. RELATED PARTIES”
Removed heading “NOTE 25. SEGMENT AND GEOGRAPHICAL INFORMATION”
Removed heading “ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL”
Removed heading “ITEM 9A. CONTROLS AND PROCEDURES.”
Removed heading “ITEM 9B. OTHER INFORMATION.”
Removed heading “Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors;”
Removed heading “ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable.”
Removed heading “ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED”
Removed heading “ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. Information”
Removed heading “ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.”
Removed heading “ITEM 16. FORM 10-K SUMMARY. None.”
Largest changes
“Noncompliance with antitrust and competition laws could result in fines, sanctions, business restrictions, and reputational harm.”see in full comparison
“safeguard personal information, could lead to significant costs, fines, litigation, operational restrictions, and reputational harm.”see in full comparison
“Future impairments of long-lived assets, including goodwill, could result in significant non-cash charges. We review our goodwill”see in full comparison
“certain countries. Changes to tariffs, import/export controls, trade barriers, inflation, sanctions, licensing and authorization requirements,”see in full comparison
“Our ability to maintain our investment grade credit ratings could affect our ability to access capital, increase our interest rates,”see in full comparison
“Compliance with EHS laws and regulations could result in significant costs, sanctions, operational restrictions, and reputational”see in full comparison
Full comparison: every changed paragraph (2321)
You should carefully consider the following risks and other information set forth in this Annual Report on Form 10-K in evaluating GE
Vernova and GE Vernova’s common stock. The risks and uncertainties described below are not the only risks and uncertainties we face.
Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our
business.
Risks Relating to Operations and Supply Chain
Quality issues among our products, solutions, and services could cause us to incur significant costs, reduce demand for our
products and services, lead to claims for damages or regulatory actions, and harm our business or reputation. We design,
manufacture, and service sophisticated, software-enabled industrial machinery and infrastructure (including gas turbines, onshore and
offshore wind turbines, grid infrastructure, and nuclear power generation equipment), engineered for demanding conditions and compliance
with stringent certification, performance, and reliability standards. A serious product, solution, or execution failure could result in injury or
death, widespread power outages, suspension of power production or operations, delivery delays, environmental impacts, or other
Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like
decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions.
These trends, along with the growing focus on the digitization and sustainability of the electricity infrastructure, drive growth across each of
our business segments. We believe that our industry-defining technologies and commitment to innovation position us well to capitalize on
these long-term trends:
•Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet
forecasted energy demand growth arising from population and global economic growth.
•Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and
efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.
•Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon
energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient and affordable
system.systemic issues.
Actual or perceived design, production, performance, or other quality issues in new introductions or existing product lines have resulted and
can result in warranty, maintenance, and other damage claims, including costs for project delays, repairs, and replacements, potentially in
significant amounts. These potential impacts are greater where the defects or issues affect an entire product line or component and can be
more pronounced with new technologies.
Developing and maintaining offerings that meet these standards is complex, costly, and technologically challenging and requires extensive
coordination across suppliers and global manufacturing and project sites. Failures to meet these standards, whether actual or perceived,
may result in significant contractual or other claims and regulatory suspensions of installation or operations, with adverse financial,
competitive, and reputational effects. Warranty and quality-related costs have represented, and may in the future represent, a meaningful
portion of our expenses.
•Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have
increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of
energy sources.
•Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the
need to update aging infrastructure with new grid integration and automation solutions.
•Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and
subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory
changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.
•Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and
deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic
initiatives.
TRANSITION TO STAND-ALONE COMPANY
Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates
as GE Aerospace, on April 2, 2024 (the Spin-Off). In connection with the Spin-Off, GE distributed all of the shares of our common stock to
its stockholders and we became an independent company. Historically, as a business of GE, we relied on GE to manage certain of our
operations and provide certain services, the costs of which were either allocated or directly billed to us. Accordingly, our historical costs for
such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company and may
not reflect our results of operations, financial position, and cash flows had we been a separate, stand-alone company during the historical
periods presented. See Note 1 in the Notes to the consolidated and combined financial statements for further information.
Stand-Alone Company Expenses. As a result of the Spin-Off, we are subject to the requirements of the federal and state securities laws
and stock exchange requirements. We have established additional procedures and practices as a stand-alone public company. As a result,
we are incurring additional costs related to external reporting, internal audit, treasury, investor relations, corporate governance, and stock
administration.
Production Tax Credit Investments. Our Financial Services business offers a wide range of financial solutions to customers and projects
that utilize our Power and Wind products and services. These solutions historically included making minority investments in projects, often
through common or preferred equity investments where we generally seek to exit as soon as practicable once a project achieves
commercial operation. Many such investments are in renewable energy U.S. tax equity vehicles that generate various tax credits, including
production tax credits (PTCs), which can be used to offset an equity partner’s tax liabilities in the U.S. and support the overall target return
Management's Discussion & Analysis (MD&A)
New heading “For the year ended December 31, 2025, segment revenues were up $1.6 billion (9%) and segment EBITDA was up $0.6 billion”
Removed heading “We may be subject to periodic claims, litigation, regulatory proceedings, and enforcement actions, which may adversely affect”
Removed heading “We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we conduct our business.”
Removed heading “We are subject to laws and regulations governing government contracts, public procurement, and government reimbursements”
Removed heading “Our failure to comply with financial services regulatory obligations could damage our reputation, result in regulatory action”
Removed heading “Risks Relating to Employee Matters”
Removed heading “If we are unable to attract and retain highly qualified personnel, we may not be able to execute our business strategy effectively”
Removed heading “We have significant net liabilities with respect to our postretirement benefit plans, including pension, healthcare, and life”
Removed heading “insurance benefits obligations, and the actual costs of these obligations could exceed current estimates and asset returns could”
Removed heading “Our reputation and our ability to conduct business may be impaired by improper conduct by any of our employees, agents, or”
Removed heading “Risks Relating to Technology and Intellectual Property”
Removed heading “We do not own the GE trademark or logo, and any elimination of our rights to use specified trademarks granted to us under our”
Removed heading “Trademark License Agreement with GE could have an adverse effect on our business results, cash flows, financial condition, or”
Removed heading “Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer crimes pose a risk”
Removed heading “to our systems, networks, products, solutions, services, and data, as well as our reputation, which could adversely affect our”
Removed heading “Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal”
Removed heading “information in the jurisdictions in which we operate, may adversely impact our business and financial results. We have access to”
Removed heading “Risks Relating to Financial, Accounting, and Tax Matters”
Removed heading “Volatility in currency exchange rates may adversely affect our financial condition, results of operations and cash flows. As a”
Removed heading “We may not be able to access the capital and credit markets on terms that are favorable to us, or at all, and we may be restricted”
Removed heading “Future material impairments in the value of our long-lived assets, including goodwill, could adversely affect our business. We”
Removed heading “Changes in tax laws, tax rates, tariffs, adverse positions taken by taxing authorities, and tax audits could impact operating”
Removed heading “Risks Relating to the Spin-Off”
Removed heading “The Spin-Off could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction. GE”
Removed heading “If the Spin-Off were determined not to qualify as tax-free for U.S. federal income tax purposes, we could have an indemnification”
Removed heading “obligation to GE, which could adversely affect our business, financial condition, cash flows, and results of operations. If, as a”
Removed heading “We agreed to numerous restrictions to preserve the non-recognition tax treatment of the Spin-Off, which may reduce our”
Removed heading “We could incur substantial additional costs and experience temporary business interruptions, and we may not be adequately”
Removed heading “prepared to meet the requirements of an independent, publicly traded company on a timely or cost-effective basis. Prior to the”
Removed heading “We have limited operating history as an independent, publicly traded company, and our historical combined financial information”
Removed heading “is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not”
Removed heading “Certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in, or”
Removed heading “because of their previous or continuing positions with, GE or other entities with which we have commercial arrangements.”
Removed heading “We may not be able to arrange for the termination or replacement of, and the release of GE and its subsidiaries from, the”
Removed heading “We or GE may fail to perform under various transaction agreements that were executed as part of the separation. In connection”
Removed heading “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”
Removed heading “Transfer or assignment to us of some contracts, joint ventures, and other assets required the consent of a third party. If such”
Removed heading “consent is not given or if its requirement is used to obtain more favorable contractual terms, we may not be entitled to some or”
Removed heading “Risks Relating to Our Common Stock and the Securities Market”
Removed heading “We may not achieve our target for returning our cash generation to our stockholders and the amounts we do return may be less”
Removed heading “Certain provisions in our certificate of incorporation, bylaws, the Separation and Distribution Agreement, and Delaware law may”
Removed heading “Our certificate of incorporation provides that certain courts in the State of Delaware or the federal district courts of the U.S. will”
Removed heading “be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our”
Removed heading “stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. Our”
Removed heading “ITEM 1B. UNRESOLVED STAFF COMMENTS. None.”
Removed heading “ITEM 4. MINE SAFETY DISCLOSURES. None.”
Removed heading “ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER”
Removed heading “PURCHASES OF EQUITY SECURITIES.”
Removed heading “ITEM 6. [RESERVED].”
Removed heading “ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF”
Removed heading “TRANSITION TO STAND-ALONE COMPANY”
Removed heading “For the year ended December 31, 2024, segment revenues were up $0.7 billion (4%) and segment EBITDA was up $0.5 billion”
Largest changes
“We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we conduct our business.”see in full comparison
“Future material impairments in the value of our long-lived assets, including goodwill, could adversely affect our business. We”see in full comparison
“fines, penalties, and other sanctions against companies and individuals. We may face liability under anti-corruption laws based upon”see in full comparison
“We may be subject to periodic claims, litigation, regulatory proceedings, and enforcement actions, which may adversely affect”see in full comparison
“Changes in tax laws, tax rates, tariffs, adverse positions taken by taxing authorities, and tax audits could impact operating”see in full comparison
“regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts.”see in full comparison
Full comparison: every changed paragraph (1240)
We may be impacted by material changes in EHS regulations or subject to substantial liability for environmental impacts, both of which may
require increased capital expenditures. We may also be subject to increasingly stringent environmental standards in the future, particularly
as greenhouse gas emissions, and climate change regulations and initiatives increase and EHS laws and regulations grow in number and
complexity. Such laws and regulations may impose additional liability on industrial manufacturers for the use or generation of chemicals,
such as per/polyfluoroalkyl substances (PFAS), contained in components and products sourced in connection with manufacturing and
services operations, and if adopted, may create additional liability, impact product design, manufacturing, and/or servicing and negatively
affect financial results. Environmental laws also generally impose liability for investigation, remediation, and removal of hazardous materials
and other waste products on property owners and those who dispose of materials at waste sites, whether or not the waste was disposed of
legally at the time in question. Some environmental laws provide for joint and several or strict liability for remediation of releases of
hazardous substances, which could result in us incurring a liability for environmental damage without regard to our negligence or fault.
Such laws and regulations could expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts
which were in compliance with all applicable laws at the time the acts were performed.
2024 FORM 10-K 21
Our nuclear operations expose us to various additional environmental, regulatory, and financial risks, including:
•potential liabilities relating to harmful effects on the environment and human health resulting from nuclear operations and the
storage, handling and disposal of radioactive materials;
•unplanned expenditures relating to maintenance, operation, security, defects, upgrades and repairs required by the NRC and
other government agencies;
•limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with
nuclear operations; and
•potential liabilities arising out of a nuclear, radiological or criticality incident, whether or not it is within our control.
Our nuclear operations are subject to various safety-related requirements imposed by the U.S. Government, the Department of Energy, and
the NRC. In the event of non-compliance, these agencies might increase regulatory oversight, impose fines or shut down our operations,
depending upon the assessment of the severity of the situation. Revised security and safety requirements promulgated by these agencies
could necessitate substantial capital and other expenditures. In addition, we must comply with and are affected by laws and regulations
relating to the award, administration, and performance of U.S. Government contracts. Government contract laws and regulations affect how
we do business with our customers and, in some instances, impose added costs on our business. A violation of specific laws and
regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts.
We may be subject to periodic claims, litigation, regulatory proceedings, and enforcement actions, which may adversely affect
our business and financial performance. From time to time, we are involved in claims, lawsuits, regulatory proceedings, investigations,
and enforcement actions brought or threatened against us in the ordinary course of business. Our business is subject to the risk of claims
involving current and former employees, affiliates, subcontractors, suppliers, competitors, stockholders, government regulatory agencies or
others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions, investigations, or other
proceedings. Additionally, we have had, and expect in the future to have, customers who assert contractual or other claims related to the
performance or design of our products, timeliness of delivery or other aspects of our commercial relationships. Given the nature of our
business, which often involves large projects and long-term commercial relationships, such claims, whether asserted in commercial
discussions, litigation or other types of proceedings, can be for significant amounts.
Global enforcement of anti-corruption laws, such as the FCPA, has increased substantially in recent years, with more frequent voluntary
self-disclosure by companies, aggressive investigations (including coordinated investigations across countries and governmental
authorities) and enforcement proceedings by U.S. and non-U.S. governmental agencies, and assessment of significant civil and criminal
fines, penalties, and other sanctions against companies and individuals. We may face liability under anti-corruption laws based upon
actions or inactions even when they are not subject to our control. Our global activities can also subject us to legacy legal proceedings and
legal compliance risks that relate to claimed anti-competitive conduct or improper payments of certain companies we acquire during the
pre-acquisition periods. Such investigations or government scrutiny may also impact our ability to participate in various governmental
financing programs and could limit our access to project financing from multilateral development banks and the World Bank.
Due to the inherent uncertainties associated with the resolution of claims, litigation, regulatory proceedings, investigations, and
enforcement actions, it is often difficult to accurately predict the ultimate outcome of any such actions or proceedings. The outcome of such
claims, actions, lawsuits, investigations, and proceedings, is often difficult to assess or quantify, as plaintiffs or regulatory agencies may
seek injunctive relief or recovery of very large or indeterminate amounts, and the magnitude of the potential loss may remain unknown for
substantial periods of time or until the time of a final judgment, award, order or settlement. Given that our business involves large scale
infrastructure projects and products and service contracts with a long duration, we are involved in commercial litigation or disputes from
time to time where the initial amounts claimed by counterparties have been and may be large, even if ultimately our liability or settlement
amounts to resolve such claims is significantly lower. In addition, plaintiffs in many types of actions may seek punitive damages, civil
penalties, consequential damages or other losses, or injunctive or declaratory relief.
Activist stockholders advocating for certain governance or strategic changes may also bring actions against us. These proceedings or
actions could result in substantial cost and may require us to devote substantial resources to defend ourselves and distract our
management from the operation of our business.
While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and
is subject to various exclusions as well as caps on amounts recoverable. We may therefore incur significant expenses defending any such
suit or government charge and may be required to pay amounts or otherwise change our operations in ways that could adversely affect our
What changed in the latest 10-Q
Risk Factors
operations, cash flows, financial condition, and/or future prospects, including those identified in Item 1A. "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended on December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “For the three months ended June 30, 2026, segment revenues were up $0.7 billion (14%) and segment EBITDA was up $0.2 billion”
New heading “For the six months ended June 30, 2026, segment revenues were up $1.2 billion (13%) and segment EBITDA was up $0.5 billion”
New heading “For the six months ended June 30, 2026, segment revenues were up $2.6 billion (65%) and segment EBITDA was up $0.7 billion.”
New heading “For the six months ended June 30, 2026, segment revenues were down $0.6 billion (16%) and segment EBITDA was down $0.3”
Removed heading “For the three months ended March 31, 2026, segment revenues were up $0.5 billion (12%) and segment EBITDA was up $0.3”
Largest changes
“For the three months ended June 30, 2026, segment revenues were up $0.7 billion (14%) and segment EBITDA was up $0.2 billion”see in full comparison
“For the six months ended June 30, 2026, segment revenues were up $2.6 billion (65%) and segment EBITDA was up $0.7 billion.”see in full comparison
“For the six months ended June 30, 2026, segment revenues were up $1.2 billion (13%) and segment EBITDA was up $0.5 billion”see in full comparison
“For the six months ended June 30, 2026, segment revenues were down $0.6 billion (16%) and segment EBITDA was down $0.3”see in full comparison
“For the three months ended March 31, 2026, segment revenues were up $0.5 billion (12%) and segment EBITDA was up $0.3”see in full comparison
“partially offset by a decrease at Wind of $(0.3) billion, primarily at Onshore Wind due to lower equipment deliveries and the impact of tariffs,”see in full comparison
Full comparison: every changed paragraph (247)
the three and six months ended MarchJune 31,30, 2026 and 2025. The below discussion should be read alongside Item 7. "Management’s Discussion and
Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined financial statements and
and corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Unless otherwise noted, tables are
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
within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from the underlying numbers in
numbers in millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding period in the prior year.
prior year.
Consolidated Statement of Income (Loss) during the first quarter of 2026.
$250$100 million to $350$200 million in 2026, after taking into consideration contractual protections and mitigating actions.actions, Theincluding actualpursuing impacts ofthe
recovery of certain tariffs. The actual impacts of tariffs may be significantly different than our current estimate. Our estimate is subject to several factors including the amount, duration,
several factors including the amount, duration, and scope and nature of the tariffs, countermeasures that countries take, mitigating or other actions we take, and contractual implications.
actions we take, and contractual implications.
2026 2Q FORM 10-Q 26
2026 1Q FORM 10-Q 23
Summary of Results. RPO was $163.3$176.3 billion and $123.4$128.7 billion as of MarchJune 31,30, 2026 and 2025, respectively. For the three months ended
MarchJune 31,30, 2026, total revenues were $9.3$11.1 billion, an increase of $1.3$2.0 billion for the quarter. Net income (loss) was $4.7$0.6 billion, an increase
three months ended MarchJune 31,30, 2026, an increase in diluted earnings per share of $16.53$0.61 for the quarter. Cash flows from (used for) operating
operating activities were $5.2$10.7 billion and $1.2$1.5 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
For the three months ended MarchJune 31,30, 2026, Adjusted EBITDA* was $0.9$1.2 billion, an increase of $0.4$0.5 billion. Free cash flow* was $4.8$9.9 billion
billion and $1.0$1.2 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
As of MarchJune 31,30, 2026, RPO increased $13.0$26.0 billion (9%17%) from December 31, 2025, primarily at Electrification,Power, due to theincreases acquisitionat ofGas Power from
Prolec GE and demand for switchgear and transformers at Power Transmission, and demand for alternating current substation solutions at
Grid Systems Integration; at Power, due to increases at Gas Power from Heavy-Duty Gas Turbines and Nuclear Power services; partially
offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our contracts. RPO increased $39.8 billion (32%) from
March 31, 2025, primarily at Power, due to increases atHeavy-Duty Gas PowerTurbine and Aeroderivative equipment and transactional services, and increases at Nuclear Power services; and at
equipment; at Electrification, due to the acquisition of Prolec GE and demand for switchgear and transformers at Power Transmission, and demand for
demand for high-voltage direct current solutions and alternating current substation solutions at Grid Systems Integration, and synchronous
condensersalternating current substation solutions at PowerGrid ConversionSystems & StorageIntegration; partially offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our
continue to execute on our contracts and at Onshore Wind due to a decrease in orders primarily in North America. RPO increased $47.6
contracts.
For the three months ended March 31, 2026, total revenues increased $1.3 billion (16%). Equipment revenues increased at
Electrification, primarily due to the acquisition of Prolec GE, and increased volume in switchgear and transformers at Power Transmission,
and at Grid Systems Integration due to increased volume in alternating current substation solutions and high voltage direct current
solutions;billion and(37%) from June 30, 2025, primarily at Power, due to increases at Gas Power from Heavy-Duty Gas Turbine and Aeroderivative equipment deliveries and
equipment and contractual services, and increases at Nuclear Power services and equipment, partially offset by Hydro Power equipment;
and at Electrification, due to the acquisition of Prolec GE and demand for switchgear and transformers at Power Transmission, demand for
alternating current substation solutions and high-voltage direct current solutions at Grid Systems Integration, and synchronous condensers
at Power Conversion & Storage; partially offset at Wind, due to a decrease at Offshore Wind as we continue to execute on our contracts
and at Onshore Wind due to a decrease in orders primarily in North America.
favorable pricing; partially offset at Wind, primarily at Onshore Wind due to lower deliveries, partially offset by increases at Offshore Wind
dueFor tothe higherthree deliveriesmonths andended installations.June Services30, 2026, total revenues increased $2.0 billion (22%). Equipment revenues increased at Power, Wind, and Electrification.Electrification,
primarily due to the acquisition of Prolec GE, and increased volume in switchgear and transformers at Power Transmission, and at Grid
Systems Integration due to increased volume in alternating current substation solutions and high-voltage direct current solutions; and at
Power, due to increases at Gas Power from higher Aeroderivative deliveries and favorable pricing; partially offset at Wind, primarily at
Onshore Wind due to lower deliveries, partially offset by increases at Offshore Wind due to higher deliveries and installations. Services
revenues increased at Power, due to increases at Nuclear Power and Gas Power from higher volume and favorable pricing; at Wind, due to
an increase at Onshore Wind from higher transactional volume; and at Electrification.
billion (4%10%). Organic revenues* increased at ElectrificationPower and Power,Electrification, partially offset at Wind.
For the threesix months ended MarchJune 31,30, 2026, operatingtotal incomerevenues (loss)increased was $0.2 billion, a $0.1$3.3 billion increase,(19%). primarilyEquipment duerevenues to:increased anat Electrification,
primarily due to the acquisition of Prolec GE, and increased volume in switchgear and transformers at Power Transmission, and at Grid
Systems Integration due to increased volume in alternating current substation solutions and high-voltage direct current solutions; and at
Power, due to increases at Gas Power from Heavy-Duty Gas Turbine and Aeroderivative deliveries and favorable pricing; partially offset at
Wind, primarily at Onshore Wind due to lower deliveries, partially offset by increases at Offshore Wind due to higher deliveries and
installations. Services revenues increased at Power, due to increases at Gas Power and Nuclear Power from higher parts volume and
favorable pricing; at Wind, due to an increase at Onshore Wind from higher transactional volume; and at Electrification.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $1.7 billion (10%), organic equipment revenues* increased $1.1 billion (12%) and organic services revenues* increased $0.6
billion (7%). Organic revenues* increased at Electrification and Power, partially offset at Wind.
For the three months ended June 30, 2026, operating income (loss) was $0.7 billion, a $0.3 billion increase, primarily due to: an increase
increase in segment results at Electrification of $0.3$0.4 billion, primarily due to volume, productivity, and favorable price at Power Transmission and
GEV insider buying and selling (Form 4)
Form 4 filings since 2026-04-11: 0 open-market purchases and 2 open-market sales (about $7.0M), across 11 filings with stock transactions. Awards, option exercises, tax withholding and gifts are listed but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-01 | Abate Victor |
Open-market sale | 4,819 | $948.08 | $4.6M |
| 2026-05-14 | Potvin Matthew Joseph |
Open-market sale | 2,333 | $1059.09 | $2.5M |
| 2026-05-14 | Matthew C. Harris |
Option exercise | 495 | — | — |
| 2026-05-14 | Akins Nicholas K |
Option exercise | 495 | — | — |
| 2026-05-14 | Reynolds Paula Rosput |
Option exercise | 495 | — | — |
| 2026-05-14 | Donald Arnold W |
Option exercise | 495 | — | — |
| 2026-05-14 | Hundmejean Martina |
Option exercise | 495 | — | — |
| 2026-05-14 | Rucker Kim K.w. |
Option exercise | 495 | — | — |
| 2026-05-14 | Malave Jesus Jr |
Option exercise | 495 | — | — |
| 2026-05-14 | Angel Stephen F |
Option exercise | 495 | — | — |
| 2026-05-14 | Angel Stephen F |
Option exercise | 855 | — | — |
| 2026-04-27 | Strazik Scott |
Shares withheld for tax | 12,273 | $1114.88 | $13.7M |
| 2026-04-27 | Strazik Scott |
Option exercise | 22,742 | $92.13 | $2.1M |
| 2026-04-27 | Strazik Scott |
Shares withheld for tax | 11,987 | $1115.60 | $13.4M |
| 2026-04-27 | Strazik Scott |
Option exercise | 21,754 | $149.78 | $3.3M |
Well-known investors holding GEV (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Coatue Management (Philippe Laffont) | 2026-06-30 | 2,558,164 | $3.0B | 6.18% | Reduced 1% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 1,521,865 | $1.7B | 0.6% | Added 3% |
| Tiger Global Management (Chase Coleman) | 2026-06-30 | 797,511 | $937.0M | 3.91% | Reduced 18% |
| Fundsmith (Terry Smith) | 2026-06-30 | 409,835 | $481.5M | 3.53% | New position |
| Polen Capital Management | 2026-06-30 | 196,612 | $231.0M | 1.99% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 145,490 | $170.9M | 0.1% | Reduced 16% |
| Dodge & Cox | 2026-06-30 | 122,871 | $144.4M | 0.08% | Reduced 5% |
| Bridgewater Associates | 2026-06-30 | 122,768 | $144.2M | 0.59% | Reduced 72% |
| D. E. Shaw & Co. | 2026-06-30 | 65,033 | $76.4M | 0.05% | Added 33% |
| Millennium Management (Israel Englander) | 2026-06-30 | 28,852 | $33.9M | 0.02% | Reduced 89% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 16,327 | $19.2M | 0.04% | Reduced 13% |
| Two Sigma Investments | 2026-06-30 | 14,652 | $17.2M | 0.01% | Reduced 96% |
| Renaissance Technologies | 2026-06-30 | 4,520 | $5.3M | 0.01% | New position |
| Semper Augustus (Chris Bloomstran) | 2026-06-30 | 1,994 | $2.3M | 0.26% | No change |