GE Vernova Inc

An investment in our company is subject to a number of risks. These risks relate to our business and strategy, industry dynamics, laws and

regulations, the Spin-Off, our common stock, and the securities market. Any of these risks and other risks as more fully described below

under this Item 1A. "Risk Factors" and elsewhere in this Annual Report on Form 10-K could materially and adversely affect our business,

results of operations, cash flows, financial condition, and the actual outcome of matters as to which forward-looking statements are made in

this Annual Report on Form 10-K. These risks include, but are not limited to, the following:

•We provide complex and specialized products, solutions, and services, and we could be adversely affected by actual or perceived

quality issues or safety failures.

•If our ongoing efforts to achieve our anticipated operational cost savings and implement initiatives to control or reduce our

operating costs are not successful, our financial results and cash flows may be adversely affected.

•Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products

essential to our business, and significant disruptions to our manufacturing and production facilities and distribution networks could

adversely affect our future financial results and our ability to execute our operations on a timely basis.

•Our failure to manage customer relationships and customer contracts could adversely affect our financial results.

•Our ability to maintain our investment grade credit ratings could affect our ability to access capital, could increase our interest

rates, and could limit our ability to secure new contracts or business opportunities.

•The strategic priorities and financial performance of many of our businesses are subject to market and other dynamics related to

decarbonization, which can pose risks in addition to opportunities.

•Policies may alter the demand mix for our products in unfavorable ways, and any reductions or the elimination of governmental

incentives or policies that support renewable energy could have a material adverse effect on our business, results of operations,

cash flows, financial condition, and prospects.

•Our business is exposed to risks associated with the volatile global economic environment and geopolitical conditions.

•We operate in highly competitive environments. Our failure to compete successfully could adversely affect our results of

operations, cash flows, and financial condition.

•Our business strategy may include acquisitions, investments, joint ventures, partnerships, or divestitures to support our growth

and financial performance, and our failure to successfully execute these transactions could adversely affect our business.

•There are risks associated with our joint venture arrangements, consortiums, and similar collaborations with third parties for

certain projects, which could impose additional costs and obligations onus.

•Our future success will depend, in part, on our ability to develop and introduce new technologies.

2024 FORM 10-K 11

•Failure to meet ESG (including sustainability) expectations or standards or achieve our ESG goals could adversely affect our

business, results of operations, cash flows, and financial condition.

•Our operations are subject to various EHS laws and regulations, and potential litigation, and non-compliance with, or liabilities

under, such laws and regulations could result in substantial costs, fines, sanctions, claims, additional regulatory oversight,

suspension of operations, and reputational harm.

•We are subject to laws and regulations governing government contracts, public procurement, and government reimbursements in

many jurisdictions, and the failure to comply could adversely affect our business.

•If we are unable to attract and retain highly qualified personnel, we may not be able to execute our business strategy effectively

and our operations and financial results could be adversely affected.

•We may be unable to obtain, maintain, protect, or effectively enforce our IP rights.

•Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer crimes pose a risk to

our systems, networks, products, solutions, services, and data, as well as our reputation, which could adversely affect our

•Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal information

in the jurisdictions in which we operate, may adversely impact our business and financial results.

•Volatility in currency exchange rates may adversely affect our financial condition, results of operations, and cash flows.

•We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.

•Our stock price may fluctuate significantly.

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

Risks Relating to Our Business and Our Industry

Risks Relating to Operations and Supply Chain

We provide complex and specialized products, solutions, and services, and we could be adversely affected by actual or

perceived quality issues or safety failures. We produce highly sophisticated and leading-edge products and provide specialized

solutions and services for complex technology and engineered products and projects, including both products and software. Many of our

products, solutions, and services involve complex industrial machinery or infrastructure projects, such as gas turbines, onshore and

offshore wind turbines, grid infrastructure, or nuclear power generation. A serious product or execution failure could result in a range of

adverse outcomes, including injuries or death, widespread power outages, suspension of power production, installation or fleet delivery

delays, environmental impacts, or similar systemic issues and could have a material adverse effect on our business, reputation, financial

position, cash flows, and results of operations. Actual or perceived design, production, performance, or other quality issues related to new

product introductions or existing product lines have resulted and can result in direct warranty, maintenance, and other claims for damages,

including costs associated with project delays, repairs, or replacements, some of which have been and can in the future be for significant

amounts. For example, during the summer of 2024, a wind turbine blade event occurred, related to a manufacturing deviation, at the

Vineyard Wind offshore wind farm where we are the manufacturer and supplier of our newly developed Haliade-X 220m wind turbines

(Haliade-X). See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — Offshore Wind" for

additional information. Quality issues can also result in reputational harm to our business with a potential loss of attractiveness of our

products, solutions, and services to new and existing customers. A widespread fleet issue could result in revenue loss while the associated

product is suspended from operation. This risk is pronounced in connection with the introduction of new technology. For example, due to

the difficulties associated with scaling up production of new products and components, the challenges of servicing our substantial installed

fleet of onshore wind turbines and the difficulties of servicing our offshore wind turbines, a widespread fleet product quality issue with our

wind turbines could cause us to incur substantial costs and could take significant time to address. Additionally, many of our products,

solutions, and services function under demanding operating conditions and meet exacting certification, performance, and reliability

standards that we, our customers, or regulators adopt. Developing and maintaining products, solutions, and services that meet or exceed

these standards can be costly and technologically challenging and require extensive coordination of our suppliers and team members at

our technology, manufacturing, and remote project sites in both developed and developing markets around the world. Failures to deliver

products, solutions, and services that meet these standards, whether actual or perceived, have resulted and may in the future result in

customers or other third parties asserting contractual or other claims, often for significant amounts, or regulators suspending installation or

operations, which could have significant adverse financial, competitive, or reputational effects.

Our products contain and are integrated with products from third parties. From time to time, the processes used to ensure the quality of

those third-party products may fail to detect defects. Despite the operational processes around product design, manufacture, performance,

and servicing that we and our customers or other third parties have developed to meet rigorous quality standards, the risk of operational

process or product failures and other problems cannot be eliminated. Such problems could result in increased costs, delayed payments,

lost products or services revenue, and product, safety, quality, regulatory, or environmental risks, which could have an adverse effect on our

financial results.

If our ongoing efforts to achieve our anticipated operational cost savings and implement initiatives to control or reduce our

operating costs are not successful, our financial results and cash flows may be adversely affected. Achieving our long-term

financial results and cash flow goals depends significantly on our ability to control and/ or reduce our operating costs. Generally, because

many of our costs are affected by factors completely, or substantially outside our control, we must seek to control or reduce costs through

productivity initiatives. We seek continued cost savings through lean operations and supply chain management. While controlling our cost

base is important for our business and future competitiveness, there is no guarantee that we will achieve this goal. Additionally, cost

savings anticipated by us are based on estimates and assumptions that are inherently uncertain and may be subject to significant business,

economic and competitive uncertainties, and contingencies, all of which are difficult to predict and may be beyond our control. For example,

the rapid pace of innovation among onshore and offshore wind turbine manufacturers in recent years has led to short product cycles, early

market introductions, and faster time to market, all of which have and can lead to quality and execution issues, higher costs, or other

2024 FORM 10-K 12

challenges to achieving profitability for new products. Such risks are especially acute in the offshore wind industry, which is a nascent

industry, with higher ramp up costs and the potential for new product introductions to result in losses both in the short-and in the long-run.

See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — Offshore Wind" for a description

of recent quality and execution issues we have experienced at our Offshore Wind projects. If we are not able to identify and implement

initiatives that control and/or reduce costs and increase operating efficiency, or if the cost savings initiatives we have implemented to date

do not generate expected cost savings, our financial results could be adversely affected.

We enter into long-term service agreements in connection with significant contracts for the sale of products, particularly in our Gas Power

business unit. In connection with these agreements, we estimate our products’ durability and reliability, as well as our costs associated with

delivering the products and the provision of services over time in order to be profitable and generate acceptable returns on our investments.

Particularly for our long-cycle businesses and contracts like these, a failure to appropriately estimate, plan for, or execute our business

plans may adversely affect our delivery of products, services, and outcomes in line with our projected financial performance or cost

estimates, and ultimately may result in excess costs, build-up of inventory that becomes obsolete, lower profit margins and cash flows, and

an erosion of our competitive position.

Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products

essential to our business, and significant disruptions to our manufacturing and production facilities and distribution networks

could adversely affect our future financial results, and our ability to execute our operations on a timely basis. Our reliance on third-

party suppliers, contract manufacturers and service providers, and commodity markets to secure raw materials, parts, components, and

sub-systems used in our products exposes us to volatility in the prices and availability of these materials, parts, components, systems, and

services. As our supply chains extend into many different countries and regions of the world, including many developing economies, we are

also subject to global economic and geopolitical dynamics, including tariffs, and risks associated with exporting or importing components

and raw materials for completing the construction or incorporation process in other countries.

We operate in a supply-constrained environment and have faced, are facing, and may in the future face, supply-chain shortages,

inflationary pressures, shortages of skilled labor, transportation and logistics challenges and manufacturing disruptions that impact our

revenues, profitability, cash flow, and timeliness in fulfilling customer orders. To manage the impact of supply chain shortages and

inflationary pressures, we have sought, and may continue to seek, to negotiate long-term agreements with suppliers, develop relationships

with alternative suppliers, drive productivity initiatives in our manufacturing operations, provide training to our employees, develop alternate

transportation routes, modes, and providers, and share rising costs with our customers. While these measures have successfully mitigated

against historical impact, we expect supply chain pressures across our businesses will continue to challenge and adversely affect our

operations and financial performance for some period of time. In addition, some of our suppliers or their sub-suppliers are limited-or sole-

source suppliers, and our ability to meet our obligations to customers depends on the performance, product quality, and stability of such

suppliers. Generally, raw materials and components are available from a number of different suppliers, although we rely on a single

supplier, a small number of suppliers, or suppliers located in a single country for certain materials and components, including for example

some semiconductor chips, cobalt, certain steel, hafnium, and other rare earth metals. We have in the past experienced, and in the future

may experience, disruptions related to availability of components and materials sourced from single suppliers, but the impact to our

operations and financial results of such disruptions have not been material. However, if one of these suppliers were unable to provide us

with a raw material or component we need, our ability to manufacture some of our products or provide some of our services could be

adversely affected if and to the extent that we are unable to find a sufficient alternative supply channel in a reasonable period of time or on

commercially reasonable terms in light of the circumstances.

Disruptions in deliveries, capacity constraints, production disruptions up-or down-stream, price increases, cyber- related attacks, or

decreased availability of raw materials or commodities, including as a result of war, natural disasters, actual or threatened public health

emergencies, increased tariffs or import or export restrictions, or other business continuity events, adversely affect our operations and,

depending on the length and severity of the disruption, could limit our ability to manufacture products on a timely basis and could harm our

financial results. Additionally, nonperformance or underperformance by third-party suppliers could materially impact our ability to perform

obligations to our customers, which could result in a customer terminating their contract with us, exposing us to liability, and substantially

impairing our ability to compete for future contracts and orders.

Furthermore, we depend on multiple routes and modes of transport to acquire components and materials used in our operations. We are

vulnerable to disruptions in transport and logistics activities due to weather-related problems, strikes, lockouts, inadequacy of roadways,

transportation infrastructure and port facilities, hostilities, acts of terrorism, or other events. We are also subject to fluctuations in the costs

of transportation. We may be unable to store components and materials sufficient for more than a limited period of production, which

increases our dependence on efficient logistics. In addition, during transport and shipping, our products and/or their components and

materials may become damaged. Such factors could also result in liability and significant reputational harm. These factors could adversely

impact our ability to deliver quality products, solutions, and services to our customers and may have a substantial adverse impact on our

business activities, results of operations, cash flows, and financial condition.

Any interruption in the operations of our manufacturing facilities may impair our ability to deliver or provide products, solutions,

and services. We are dependent on our global production and operating network to develop, manufacture, assemble, supply, and service

our offerings. A work stoppage, labor shortage, or other production limitation, including import or export restrictions, or transportation

issues, among others, could adversely affect our manufacturing facilities and negatively impact our reputation and market position. In

addition, manufacturing disruptions related to significant public health and safety events, severe weather, financial distress, unscheduled

downtimes, manufacturing deviations, quality issues, production constraints, mechanical failures, cybersecurity attacks, and geopolitical

dynamics and risks could interrupt our ability to deliver or provide certain products, solutions, and services. Such risks may be heightened

in emerging market countries, which may be subject to varying degrees of economic, political, and social instability.

We also have internal dependencies on certain key manufacturing or other facilities. For example, our Onshore and Offshore Wind

businesses are, and may in the future be, reliant on our internal ability to manufacture blades for wind turbines through our LM Wind Power

business, which accounts for a substantial percentage of our wind blade production. Similarly, we internally manufacture certain specialized

transformers for our Grid Solutions business. If we are unable to produce or assemble these components internally in sufficient quantities,

2024 FORM 10-K 13

due to disturbances at a certain production location or for any other reason, we may be forced to increase the volume of wind turbine

blades or transformers purchased from external suppliers which could lead to delays, quality control issues, or additional costs.

Any significant event affecting one of our production or operating facilities may result in a disruption to our ability to supply customers. The

impact of these risks is heightened if our production capacity is at or near full utilization (or if we lack alternative manufacturing sites) and

could result in our inability to accept orders or deliver products in a timely manner. Additionally, significant capital investment to increase

manufacturing capacity may be required to expand our business or meet increased demand for existing or newly introduced products in the

future. Any of these risks could have a material adverse effect on our business results, cash flows, financial condition, or prospects.

Our failure to manage customer relationships and customer contracts could adversely affect our financial results. An important

element of our success is our ability to manage customer relationships, while delivering against our contractual requirements and

anticipating changes in customer requirements and circumstances. Existing or potential customers may delay or cancel plans to purchase

our products, solutions, and services, including large infrastructure projects, and may not be able to fulfill their obligations to us in a timely

fashion or at all as a result of business deterioration, cash flow shortages, shifts in the availability of financing for certain types of projects or

technologies (such as prohibitions on financing for fossil fuel-based projects or technologies), macroeconomic conditions, changes in law,

disputes, or other delays. If a large customer was to experience difficulties in fulfilling its obligations to us, cease doing business with us,

significantly reduce the amount of its purchases from us, favor competitors or new entrants, change its purchasing patterns, or impose

unexpected fees on us, our business may be harmed. In addition, many of our customer contracts are complex and contain warranty and

other provisions that could cause us to incur significant repair or replacement costs, penalties, liquidated or other damages, and/or

unanticipated expenses with respect to the timely delivery, functionality, quality, deployment, operation, and availability of our products,

solutions, and services. For example, we face risks in our Wind business related to our ability to assemble and deliver specific components

such as nacelles on the timelines and schedules detailed and otherwise comply with our customer contracts. Failure to adhere to

requirements under our customer agreements, whether such failure is actual or alleged, has resulted in and could in the future result in

higher potential costs, present litigation risks, or expose us to liquidated or other damages.

Our customers include numerous governmental owned or affiliated entities within and outside the U.S., including the U.S. federal

government and state and local entities. Some of those contracts could be subject to the risk of delay, modification, or termination if future

government funding or support is not available. We also at times face greater challenges with the timely collection of receivables with

customers that are sovereign governments, government owned entities, or customers located in emerging markets.

Our ability to maintain our investment grade credit ratings could affect our ability to access capital, could increase our interest

rates, and could limit our ability to secure new contracts or business opportunities. The success of our commercial relationships is

predicated on our ability to maintain our corporate investment grade ratings. Our credit risk is evaluated by major independent rating

agencies. Any future downgrades of our credit ratings could increase our cost of borrowing of any indebtedness we may incur. Adverse

changes in our investment grade credit ratings could affect our borrowing and bonding capacity and terms in the future, may increase our

interest expense or other costs of capital, or capital may not be available to us on competitive terms, or at all, and may reduce our ability to

secure new contracts or business opportunities with operating partners, suppliers, and customers, each of which would negatively impact

our financial performance. There can be no assurance that we will be able to maintain our credit ratings, and any changes or downgrades

related to our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact

on our liquidity, capital position, bonding capacity, and access to credit.

We enter into fixed-price contracts with our customers and our failure to mitigate certain risks associated with such contracts

may result in reduced operating margins. Some of our contracts have been established on a fixed-price basis which commit us to a

specific price well before the completion of the applicable project. However, actual revenues or costs may be different from those we

originally estimated and may result in reduced profitability or losses on projects. Some of these risks include:

•difficulties encountered on our large-scale projects related to the procurement of materials or due to schedule disruptions, product

performance failures, unforeseen site conditions, rejection clauses in customer contracts, or other factors that may result in

additional costs to us, reductions in revenue, claims, or disputes;

•our inability to obtain compensation for additional work we perform or expenses we incur as a result of unanticipated technical

issues or our customers providing deficient design, engineering information, products, or materials;

•reliance on historical cost and/or execution data that is not representative of current conditions, including as a result of inflation

and increases in labor and material costs;

•delays or productivity issues caused by weather conditions, or other force majeure events (e.g., pandemics);

•requirements to pay liquidated or other damages, upon our failure to meet schedule or performance requirements of our contracts;

•difficulties in engaging third-party subcontractors, product manufacturers, or materials suppliers or failures by third-party

subcontractors, product manufacturers, or materials suppliers to perform could result in project delays and cause us to incur

additional costs; and

•modifications to projects that create unanticipated costs or delays.

As a result of one or more of these factors, we may incur losses or contracts may not be as profitable as we expect, and this could

materially and adversely affect our business, results of operations, cash flows, and financial condition.

Risks Relating to Industry Dynamics

The strategic priorities and financial performance of many of our businesses are subject to market and other dynamics related to

decarbonization, which can pose risks in addition to opportunities. Given the nature of our businesses and the industries we serve,

we must anticipate and respond to market, technological, regulatory, governmental policy, and other changes driven by broader trends

related to decarbonization efforts in response to climate change and energy security. In particular, we provide products, solutions, and

services to utilities and other customers in the power generation sector, which has historically been carbon intensive and has been in the

midst of a transition with global efforts to lower greenhouse gas emissions. For example, the significant decreases in recent years in the

cost of energy for renewable sources of power generation (such as wind and solar), along with ongoing changes in government, investor,

2024 FORM 10-K 14

customer and consumer policies, commitments, preferences, and considerations related to climate change, in some cases have adversely

affected, and may continue to affect, the demand for and the competitiveness of products, solutions, and services related to fossil fuel-

based power generation, including sales of new gas turbines and the utilization and servicing needs for existing gas power plants that are

unmitigated with capabilities such as hydrogen or carbon capture. Conversely, increased government policy focus on fossil fuel generation

and use, and reversion of existing policies to facilitate implementation of renewable energy sources in the various jurisdictions in which our

products are sold, may result in reduced demand for our renewable energy products and services, including decarbonization.

Continued shifts toward greater penetration by renewables in both new capacity additions and the proportionate share of power generation,

particularly depending on the pace and timeframe for such shifts across different industries globally, could have a material adverse effect on

the performance of our Power segment and our consolidated results. We also face risks and uncertainties for those businesses related to

future levels and timeframes of government subsidies and credits (including the impact of the IRA in the U.S. and other U.S. and global

policies), timeframes for negotiations with regulators, significant price competition among product manufacturers, competition with solar

power-based and other sources of renewable energy, the risk that a segment of the renewable energy industry may be deprioritized, the

pace at which power grids are modernized to maintain reliability with higher levels of renewables penetration, and industry-wide shifts in

profitability levels.

Our long-term success depends on our ability to effectively address both electrification and decarbonization, which over time will require

adapting our technology portfolio to changing customer preferences and government policies and scaling innovative low-carbon and

carbon-neutral technologies. If we fail or are perceived to not be adequately advancing decarbonization objectives, or if investors or

financial institutions shift funding away from companies in fossil fuel-related industries, our and our customers’ access to capital could be

negatively impacted. Furthermore, governments may enact or implement policies that impact these dynamics as they pertain to us or our

customers in unforeseeable ways. The achievement of decarbonization goals for the electric power industry over the coming decades is

also likely to depend in part on technologies that are not yet deployed or widely adopted today but that may become more important over

time (such as hydrogen-based power generation, carbon capture and sequestration technologies, small modular or other advanced nuclear

power and grid-scale batteries or other storage solutions). Successfully navigating these changes will require significant investments in

power grids and other infrastructure, R&D, and new technology and products, both by us and third parties. Our success in advancing

decarbonization objectives across our businesses will also depend in part on the actions of governments, regulators and other market

participants to invest in infrastructure, create appropriate market incentives and to otherwise support the development of new technologies

in time to take advantage of existing or emerging market opportunities. Considering the above, there is no assurance that we will be

successful in addressing effectively either electrification or decarbonization.

The process of developing new high-technology products and enhancing existing products to address the impact of climate change is often

complex, costly and uncertain, and we may pursue strategies or make investments that do not prove to be commercially successful in the

timeframes expected or at all. If the decarbonization landscape changes faster than anticipated or in a manner that we do not anticipate,

demand for our products, solutions, and services could be adversely affected.

Demand for certain of our products, solutions, and services, particularly in our Power segment, depend on oil and gas regulatory

policy, prices and global and regional supply and demand, and technological innovations and efficiencies, which are subject to

factors beyond our control and may adversely affect our operating results. Demand for certain of our products, solutions, and

services, particularly in our Power segment, is partially affected by oil and gas regulatory policy, prices, and demand for oil and, in

particular, gas, which are subject to factors beyond our control. Several U.S. and international pledges, agreements, and initiatives, such as

those adopted at the 2023 United Nations Climate Change Conference (COP28), resulted in more stringent regulations on oil and gas

operations, which could impact production costs, reduce oil and gas demand, and curtail future investments in gas turbine generation. The

oil and gas segment could also experience a reduction in utilization by the switch away from gas to other sources of energy if prices for

such alternative sources are lower than those for gas.

Energy prices could impact many of our customers’ cash flows and their ability to fund exploration and development activities. Because

prices of oil and gas products are set on a commodity basis, the volatility in oil and gas prices and demand can impact our customers’

activity levels and spending for our products, solutions, and services. Expectations about future prices and price volatility are important for

determining future spending levels. Actual and anticipated increases in oil and gas prices (and corresponding low demand for oil and gas)

have in the past contributed to, and may in the future contribute to, an overall economic recession, which may raise risks across our

industries. During these periods, certain countries that are heavily dependent on income from oil and gas may curtail investments in capital

intensive oil and gas, power generation and transmission projects due to insufficient funds, which would also lead to less demand for

certain of our products, solutions, and services in our Power segment. Furthermore, persistently high gas prices as well as potential gas

shortages, which may be further exacerbated by the conflicts in Ukraine and the Middle East, pose additional risks in particular for the

market for large gas turbines, including the service market.

Energy intensive technological innovations and efficiencies, such as artificial intelligence, may affect or may be perceived to affect

electricity demand and the related demand for our equipment and services. The nature and extent of this impact on demand is uncertain.

We may be unable to adjust our personnel and functional cost base fast enough to adapt to demand swings, which may result in under-or-

overcapacities. This inefficiency as well as sustained low demand for our products, solutions, and services, particularly in our Power

segment, could have a material adverse impact on our business, financial position, cash flows, and results of operations and could require

us to record asset impairments.

We could be subject to risks in connection with our ability to connect to power grids and our customers’ ability to sell the

electricity they generate or to establish grid connections efficiently. The connection or access to a power grid is essential when it

comes to generating electricity. Factors beyond our control, such as regulatory constraints, permitting restrictions and delays, or system

failures, could impair our ability to connect our power generation products to the grid. If our customers fail to obtain a connection or access

to the transmission grids on a timely basis, or on economically reasonable terms and, as a result, they are delayed or prevented from

entering into an agreement (whether on a statutory or contractual basis) concerning the purchase of the electrical energy generated, the

timing of orders and/or project milestones could be impacted, and we could experience a material adverse effect on our business, results of

2024 FORM 10-K 15

operations, cash flows, and financial condition. Grid capacity constraints and the limited availability of land to build connection infrastructure

could further exacerbate the risks to our business.

There are statutory rules and regulations which govern the connection of power generation products to the power grid in the markets where

we operate. This helps ensure that grids are safe and stable and that there is sufficient supply of electricity. Moreover, the full transmission

and dispatch output of electricity may be curtailed as a result of various grid constraints, such as grid congestion, restrictions on

transmission capacity of the grid and restrictions on electricity dispatch during certain periods. Electricity transmission lines may experience

unplanned outages due to system failures, accidents and severe weather conditions, or planned outages due to repair and maintenance,

construction work and other reasons beyond our control. For example, as electricity generated from wind farms today is currently often not

stored and must be transmitted or used once it is generated, some of the wind turbines of a wind farm may be turned off during such period

when electricity is unable to be transmitted due to grid congestion or other grid constraints. Such events could reduce the actual net power

generation of the wind farms. In addition, a number of other factors may further decrease electricity output, including wind speed or wind

direction or other severe weather condition.

As a result, we and our customers may experience significant financial losses from inefficient electricity outputs, the inability to connect to

power grids, or grid capacity constraints, which may in turn cause the decrease in the demand for our products and could lead to a material

adverse effect on our business, results of operations, cash flows, and financial condition.

Some of our operations involve the handling, use, transportation, and disposal of radioactive and hazardous materials, which

subject us and our customers to regulations, related costs and delays and potential liabilities for injuries and claims. Our

operations involve the handling, use, transportation, and disposal of radioactive and hazardous materials, including nuclear fuel, nuclear

power devices and their components. The risks associated with radioactive materials and the public perception of those risks can affect our

business. Failure to properly handle radioactive and hazardous materials could pose a health risk to humans or wildlife and could cause

personal injury, property damage (including environmental contamination), and damage the health and safety of the surrounding

community. If an accident were to occur, its severity could be significantly affected by the nature of the accident and the speed of corrective

action taken by us and others, including emergency response personnel, as well as other factors beyond our control, such as weather and

wind conditions. In addition to health risks, a release of these materials may cause damage to, or the loss of, property and may adversely

affect property values. Actions taken in response to an accident could result in significant costs. Activities of our contractors, suppliers or

other counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable contractually, or under

applicable law, to contribute to remedy damages or other costs arising from such activities.

Adverse public reaction to developments in the use of nuclear power or nuclear radiation could directly affect our customers and indirectly

affect our business. Adverse public reaction, increased regulatory scrutiny, and potential litigation and other legal challenges could

contribute to a slowdown in, or in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing

power plants, delays or resistance to reopening power plants that have been shut down, or a dampening of the favorable regulatory climate

needed to introduce new nuclear technologies. Negative public perceptions could also lead to increased regulation or limitations on the

activities of our customers, more onerous operating requirements, or other conditions that could have a material adverse impact on our

customers and our business.

We are subject to international, federal, state, and local regulations governing handling, use, transportation, and disposal of radioactive and

hazardous materials. These requirements are complex and subject to frequent change. Our compliance with amended, new, or more

stringent requirements, stricter interpretations of existing requirements, or the future discovery of contamination may require us to make

material expenditures or subject us to liabilities that we currently do not anticipate. Such expenditures and liabilities may adversely affect

our business, results of operations, cash flows, and financial condition.

We seek to protect ourselves from liability associated with accidents through contractual precautions with our counterparties, but there can

be no assurance that such contractual limitations on liability will be effective in all cases or that our or our counterparties’ insurance will

cover all the liabilities we have assumed under those contracts. While we maintain insurance coverage as part of our overall risk

management strategy, these policies do not protect us against all liabilities associated with accidents or for unrelated claims. The costs of

defending against a claim arising out of an incident involving radioactive or hazardous materials, such as a precautionary evacuation, and

any damages awarded as a result of such a claim, could adversely affect our results of operations, cash flows, and financial condition.

Wind energy is a variable source of electricity and is susceptible to the impacts of weather conditions and other seasonal factors

and constraints. Due to the variable availability of wind energy, coupled with various transmission limitations, such as grid congestion

caused by the underdevelopment of the local power grids and temporary transmission interruptions caused by system upgrades, wind

power may not be a viable base load source of electricity. As such, while demand for wind power is expected to increase, there are

challenges to wind power becoming a large-scale substitute for other energy sources unless special technologies (e.g., energy storage) are

developed to ensure a more stable and reliable output of electricity generated by the wind power industry. We cannot be certain that our

efforts to develop and introduce advanced wind technologies will be successful, or how successful wind power will be as a larger share of

total power generation over a long horizon. If future developments or innovations in the wind power industry are less successful than those

of other energy sources, there may be a negative impact on the future prospects of the wind power industry, which, in turn, could materially

and adversely affect the demand for our products, solutions, services, and platforms.

The generation of wind power depends on wind conditions and patterns, which are inherently uncertain and difficult to predict or anticipate.

Sales of our wind turbines and the provision of related technical services are subject to seasonal variations since the delivery and

installation of our wind turbines depend on the construction cycles of wind farm projects by our customers. The installation and

maintenance of offshore wind turbines can be particularly impacted by weather-related scheduling delays due to their complex

infrastructure, higher wind speeds, and the challenges of accessing offshore sites. Adverse events relating to our wind business operations

during peak demand periods can create unpredictability in activity and utilization rates and affect demand for our support services.

Furthermore, wind turbine specifications must be suitable for the wind conditions expected at a particular site. Therefore, unavailability of

locations that are suitable for the wind turbines we offer would have a negative impact on our sales and thus materially adversely affect our

business, results of operations, cash flows, and financial condition.

2024 FORM 10-K 16

Risks Relating to Macroeconomic and Geopolitical Conditions

Our business is exposed to risks associated with the volatile global economic environment and geopolitical conditions. Adverse

changes in economic or geopolitical conditions, particularly in locations where our customers, suppliers, or operations are located, as well

as concerns about a range of other external factors including global trade and global supply chain, developments in energy prices, inflation,

interest rates, changes in government monetary or fiscal policies, import or export restrictions, tariffs, labor market challenges, currency

exchange rate volatility, could have a material adverse effect on our business, results of operations, cash flows, and financial condition and

may adversely impact the demand for our products, solutions, and services. Rising inflation and interest rates may increase our cost of

capital and could reduce the number of customers who purchase our products, solutions, and services as credit becomes more expensive

or less available. The consequences of geopolitical conflicts, including the ongoing conflict between Russia and Ukraine, the conflicts in the

Middle East, and possible conflicts that could emerge in other geopolitically sensitive areas, such as the Taiwan Strait and broader Asia

Pacific region, which have resulted in sanctions and other measures imposed by the EU, the U.S., and other countries in response, have

also caused and may continue to cause disruption and instability in global markets, supply chains and industries that negatively impact our

businesses, results of operations, cash flows, financial condition, and pose reputational risks. In addition, our customers and suppliers

could be affected directly by an economic downturn and some could face credit issues or cash flow problems that could give rise to

payment delays, increased credit risk, bankruptcies, and other financial hardships, which could adversely impact customer demand for our

products as well as our ability to manage normal commercial relationships with our customers and suppliers. Depending on their severity

and duration, the effects and consequences of global economic and political conditions could have an adverse impact on our results of

operations, cash flows, and financial condition.

Unexpected events, such as natural disasters, geopolitical conflicts, pandemics, and other events beyond our control, may

increase our cost of doing business or disrupt our operations. The occurrence of one or more unexpected events, including

geopolitical conflicts (such as the Russia-Ukraine conflict and the conflicts in the Middle East), acts of terrorism or violence, civil unrest,

fires, tornadoes, tsunamis, hurricanes, earthquakes, floods and other forms of severe weather in regions in which we operate or in which

our suppliers are located could adversely affect our operations and financial performance. Natural disasters, product failures, power

outages or other unexpected events could result in physical damage to and complete or partial closure of one or more of our manufacturing

facilities or distribution centers, temporary or long-term disruption in the supply of component products from local and international

suppliers, and disruption and delay in the transport of our products to project sites and distribution centers. A public health epidemic or

pandemic poses the risk that our employees, contractors, suppliers, customers, and other business partners may be prevented from

conducting business activities for an indefinite period of time, including due to shutdowns, travel restrictions, or other actions that may be

requested or mandated by governmental authorities, or that such epidemic or pandemic may otherwise interrupt or impair business

activities. Our operations and financial performance were negatively impacted by the COVID-19 pandemic that caused a slowdown of

economic activity, disruptions in global supply chains, and significant volatility and disruption of financial markets. Existing insurance

coverage may not provide protection for all the costs that may arise from such events, and any incidents may result in loss of, or increased

costs of, such insurance. In addition, while we have disaster recovery and business continuity plans (including those relating to our

information technology systems), they may not be fully responsive to, or capable of eliminating or materially minimizing losses associated

with, catastrophic events. As a result, any business disruption could still negatively affect our business, operating results, cash flows, or

financial condition.

Political and economic instability, restrictive trade policies, restrictions on the repatriation of funds, and export and import restrictions may

disrupt our supply chain and impact our ability to generate products, solutions, and services to meet customer demands. The prices of raw

materials and other components that we use in production may increase and be susceptible to significant fluctuations due to trends in

supply and demand, commodity prices, currency exchange rates, transportation costs, government regulations and tariffs, price controls,

and economic conditions, among other factors. In addition, various geopolitical factors, including the level of economic activity in China, the

conflict in Ukraine, and the conflicts in the Middle East, have added to the volatility in energy costs. These circumstances may have a

substantial adverse impact on our business activities, results of operations, cash flows, and financial condition.

Our business, results of operations, cash flows, and financial condition could be adversely affected by any negative impact on

the global economy and financial markets resulting from the ongoing conflict between Russia and Ukraine. Global markets

experienced volatility and disruption as a result of the ongoing conflict between Russia and Ukraine. Although the length and impact of the

ongoing conflict is highly unpredictable, the conflict in Ukraine has contributed and could continue to contribute to volatility in global

financial markets, energy costs, and commodity prices and exacerbate existing supply chain constraints. Additionally, the conflict in Ukraine

has led to sanctions and other penalties being levied by the United States, European Union, and other countries against Russia. Additional

potential sanctions and penalties have also been proposed and/or threatened. Our business and financial performance have been

negatively impacted by the sanctions and penalties implemented in response to the conflict between Russia and Ukraine. For example, in

2022 we recognized $0.2 billion of pre-tax charges primarily from impairments of receivables, inventory, contract assets, and equity method

investments directly resulting from the sanctions relating to this conflict, predominantly related to our Power business. Due to the expansion

of U.S. sanctions in 2023, we recognized an additional pre-tax charge of $0.1 billion primarily from impairments of inventory, receivables,

and contract assets. While our remaining net asset exposure to Russia is not material, we continue to actively monitor the dynamic

situation in Ukraine and applicable laws, sanctions, and trade control restrictions resulting from the conflict. The extent to which our

operations and financial results may be affected by the ongoing conflict in Ukraine will depend on various factors, including the extent and

duration of the conflict; the effects of the conflict on regional and global economic and geopolitical conditions; the effects of further laws,

sanctions, and trade control restrictions on our business, the global economy, and global supply chains; and the impact of fluctuations in

the exchange rate of the ruble. Continuation or escalation of the conflict may also magnify the impact of other risks identified in this

Information Statement, including cybersecurity, regulatory, and reputational risks

Risks Relating to Competition and Managing Growth

We operate in highly competitive environments. Our failure to compete successfully could adversely affect our results of

operations, cash flows, and financial condition. Our products, solutions, and services are subject to significant competitive pressures,

and in many of the industries in which we operate we face intense competition from both international and domestic competitors. The

continual development of advanced technologies, new and existing products and solutions including product enhancements, and high

2024 FORM 10-K 17

quality but cost-effective supply chain, production, and delivery methods are critical to remaining competitive by maintaining commercially

attractive products, solutions, and services at acceptable pricing levels. A change in the strategic priorities of our business or a failure to

anticipate or respond quickly to a number of factors including technological developments, evolving industry standards, new regulations or

incentives, changing customer demands, supply chain issues, or innovations in production techniques in the industries we serve could

cause us to experience lower revenues, price erosion, lower margins, and could result in forgone growth opportunities. Competition has

also intensified as a result of international expansion by existing industry participants exploiting new markets and increasing pressure from

competitors from other regions who strive to improve the quality and reliability of their technologies and expand beyond their existing

markets. For example, China is a large manufacturer and developer of wind equipment and technology and Chinese wind turbine

manufacturers may increasingly pursue selling their wind turbine products in markets outside of China. The entry of new market

participants could further intensify competition. Moreover, some of our competitors receive financial and other assistance from their

governments, which may allow them to have a longer-term investment approach and greater risk tolerance to realizing returns and other

benefits from their investments and business strategies and execution than may be available to companies, such as us, that do not have

similar governmental funding and assistance. If we are unable to respond successfully to these competitive pressures, our business, results

of operations, cash flows, and financial condition may be adversely affected.

Our business strategy may include acquisitions, investments, joint ventures, partnerships, or divestitures to support our growth

and financial performance, and our failure to successfully execute these transactions could adversely affect our business. Our

business strategy may include the acquisition, in part or in whole, of technologies and businesses that expand or complement our existing

businesses. Successful growth through acquisitions depends upon our ability to identify suitable acquisition targets or assets, conduct due

diligence, negotiate transactions on favorable terms, and ultimately complete such transactions and integrate the acquired target or asset

successfully. Certain transactions may be subject, in certain circumstances, to the consent of GE under the Tax Matters Agreement, as

discussed in “—Risks Relating to the Spin-Off.”

Transactions may expose us to significant risks and uncertainties, including:

•competition for targets and assets, which may lead to substantial increases in purchase price or terms that are less attractive to

us;

•failure to timely integrate or separate acquired or divested companies’ assets, people, and products;

•failure to comply with laws and regulations, including any required disclosures and filings, in one or multiple jurisdictions in relation

to a transaction;

•expenses, delays, and difficulties in integrating acquired businesses into our existing businesses;

•diversion of our management’s attention from existing operations to theacquisition and integration process, as applicable;

•dependence on external sources of capital, in particular to finance the purchase price of Transactions;

•rulings by antitrust or other regulatory bodies;

•acquired companies’ previous failures to comply with applicable legal, regulatory or other governmental requirements;

•inability to produce products at increased scale or loss of previously available distribution channels;

•heightened external scrutiny on acquired IP rights, or lack of IP rights for the acquired portfolio;

•a failure to accurately predict or to realize expected growth opportunities, cost savings, synergies, and market acceptance of

acquired companies’ products;

•a failure to identify or appropriately assess material issues, problems or liabilities during due diligence review of acquisition targets

(or its agents) prior to acquisition;

•successor liability imposed by regulators for actions by the target (or its agents) prior to acquisition;

•continued losses and exposures for liabilities not transferred to a buyer or otherwise divested in a divestiture;

•difficulties in retaining key customers and personnel; and

•adverse market reactions to a transaction.

Various other assessments and assumptions regarding a transaction may prove to be incorrect, and actual developments may differ

significantly from our expectations.

In addition, we also regularly evaluate a variety of potential strategic transactions, including equity method investments, joint ventures and

other strategic alliances that could further our strategic business objectives. We may not successfully identify, assess, or manage the risks

presented by these strategic transactions, including those outlined above. Equity investments and other strategic alliances pose additional

risks, as we could share ownership in both public and private companies and in some cases management responsibilities with one or more

other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies, or

resources as we do, or whose interpretation of applicable policies may differ from our own.

Our business strategy may also include the divestiture of certain assets or operating units in order to enable the redeployment of capital.

We may encounter difficulty in finding buyers or face other limitations such as regulatory, governmental, or contractual requirements that

could delay or prevent the accomplishment of our objectives and adversely affect our business. These limitations include the provisions of

the Separation and Distribution Agreement described under “Certain Relationships and Related Person Transactions—Agreements with GE

—Separation and Distribution Agreement—Credit Support” in the Information Statement.

The occurrence of any of the above in connection with any transaction could have a material adverse effect on our business results, cash

flows, financial condition, or prospects.

There are risks associated with our joint venture arrangements, consortiums, and similar collaborations with third parties for

certain projects, which could impose additional costs and obligations on us. We have entered and expect to continue to enter into

joint venture arrangements for manufacturing and commercial operations and/or project development and funding. We also enter into

agreements with third parties to act as a consortium to perform projects.

Our joint venture arrangements may expose us to risks, including risks with respect to the economic, political, and regulatory environment

of any foreign entities with which we partner, legal and regulatory violations committed by partners whose actions are outside of our control,

2024 FORM 10-K 18

and risks associated with contractual, governmental or certain exclusivity obligations with partners that may impose operational restrictions

on us. Furthermore, these arrangements may require us to incur non-recurring and other charges, increase expenditures, or disrupt our

ordinary business activities. If joint venture, consortium, or other strategic partners cannot meet their obligations due to financial or other

difficulties, including if they declare bankruptcy or otherwise modify their capital structure, we could be required to provide additional

investment or services or take responsibility for breaches of contracts or assume additional financial or operational obligations which could

have a substantial adverse impact on our business, results of operations, cash flows, and financial condition.

We currently have equity interests in multiple joint ventures and expect to enter into additional joint venture arrangements in the future. Our

influence over these entities varies depending on the level and nature of ownership and/or rights agreed, and for some of these entities our

influence may be limited. Even in joint ventures where we have greatest influence, we are usually required to reach consensus with our

joint venture partners in connection with major decisions concerning the operations of the joint ventures. This could create the risk of

impasses on decisions, given that our partners in these arrangements may have economic or business interests that diverge from our

interests. Additionally, differences in views among the joint venture participants may result in delayed decisions or disputes. Conflicts may

arise in these arrangements concerning the achievement of performance milestones or the interpretation of significant terms under any

agreement (including financial obligations), termination rights, or the ownership or control of IP developed during the arrangement. We also

cannot control the actions of our joint venture partners. We sometimes have joint and several liabilities with our joint venture partners under

the applicable contracts for joint venture projects and we cannot be certain that our partners will be able to satisfy any potential liability that

could arise. These factors could potentially harm the business and operations of a joint venture and, in turn, our business and operations.

In addition, our arrangements involving joint ventures may restrict us from gaining access to the cash flows or assets of these entities. In

some cases, our joint ventures have governmentally imposed restrictions on their abilities to transfer funds to us.

In addition, success on consortium projects depends in part on whether our consortium partners fulfill their contractual obligations. Such

projects are subject to the risk that our consortium partners may block or delay decisions which could be integral to the success of the

project or investments in the project, or could implement strategies that are contrary to our economic interests, resulting in a lower return

than expected. If any of these third parties fails to perform its contractual obligations satisfactorily, we may be required to provide or procure

added services to compensate for such failure. Such third-party failures may also expose us to reputational harm as well as complaints

from customers and other counterparties. Any of the foregoing could have a material adverse effect on our business results, cash flows,

financial condition, or prospects.

Our future success will depend, in part, on our ability to develop and introduce new technologies. In many of the industries in which

we operate, technologies change rapidly, and customer needs evolve regularly. Our future growth will depend on our ability to continue to

innovate by developing and commercializing new products, solutions, and services. The commercial success of new technologies, such as

hydrogen-based power generation, carbon capture and sequestration technologies, small modular or other advanced nuclear power and

grid-scale batteries or other storage solutions, depends on many factors, including the pace of innovation, the development costs and the

availability of capital resources to fund those costs, the levels of competition from others developing similar or other competing

technologies, our ability to obtain or maintain government permits or certifications, the effectiveness of our production, distribution, and

marketing efforts, the availability of raw materials and components, and the costs to customers to deploy and provide support for the new

technologies. Also, overall market demand, growth, and acceptance of our new innovations remain key to their success, as well as the

timing of when we bring these offerings to market. If and to the extent these predictions are proved wrong, our investments in new

products, solutions, and services may not achieve revenue or profits at all or the recovery of investments may be over an extended period.

Unsuccessful efforts to develop and adapt our products, solutions, and services could ultimately result in lower revenue, lower margins,

and/or higher costs, which could harm our competitive position and adversely impact our financial performance.

We face a complex global operating environment, particularly in emerging markets. Due to our global nature, we deal with a range of

legal and regulatory systems with varying requirements. Due to the nature of our projects and products, we face risks associated with

engagements with foreign officials and government agencies, including the risks of complying with diverse procedures and standards

imposed by (among others) the FCPA and similar anti-corruption and anti-bribery laws in other jurisdictions. We also face risks associated

with compliance with global privacy and data security laws and regulations. Navigating a variety of legal and regulatory regimes may

increase the difficulty of compliance, particularly as such laws change or are interpreted in unexpected ways. In addition, as an employer of

permanent and fixed-term contract employees and contractors, we are required to create compensation programs, employment policies

and other administrative programs that comply with the laws of multiple countries. We also must communicate, monitor, and uphold group-

wide standards and directives across our global network, including in relation to our suppliers, subcontractors, and other relevant

stakeholders. Our failure to manage our geographically diverse operations successfully could impair our ability to react quickly to changing

business and market conditions and to enforce compliance with group-wide standards and procedures.

Risks Relating to Government Regulations and Legal Matters

Policies may alter the demand mix for our products in unfavorable ways. Any reductions or the elimination of governmental

incentives or policies that support renewable energy could have a material adverse effect on our business, results of operations,

cash flows, financial condition, and prospects. Parts of our business benefit significantly from government policies that support utility

scale renewable energy and enhance the economic feasibility of such projects in regions in which we operate or plan to develop and

operate renewable energy facilities. In a number of economic regions and countries, notably in the U.S., EU, Japan, and South Korea, the

federal governments and some state and other local governments provide incentives, such as tax incentives, renewable portfolio

standards, or feed-in-tariffs, that support or are designed to support the sale of energy from utility scale renewable energy facilities, such as

wind, hydro, and solar energy facilities and support the manufacture of products to be used in these facilities. As a result of budgetary

constraints, political factors or otherwise, governments from time to time may review such laws and policies and take actions that would be

less conducive to the development and operation of renewable energy facilities or to the manufacture of products for these facilities. Any

reductions or the elimination of governmental incentives or policies that support renewable energy, such as the imposition of additional

taxes or other assessments on renewable energy, could result in the lack of a satisfactory market for the development and/or financing of

new renewable energy projects, our abandoning the development of renewable energy projects, reduced return on the manufacture of

products for these facilities, or a loss of our investments in such projects or reduced project returns from such projects. Additionally, a broad

decline in public support or a rollback of policy support for renewable energy technologies could adversely impact our business.

2024 FORM 10-K 19

In the U.S., the IRA includes incentives for development and production of renewable energy. In particular, the IRA extends the availability

of investment tax credits (ITCs) and production tax credits (PTCs) to certain renewable energy projects and provides a credit for the

manufacture of qualifying products. We and our tax equity partners benefit from ITCs and PTCs with respect to qualifying renewable energy

projects. In structuring tax equity partnerships and determining ITC and PTC eligibility, we have relied upon applicable tax law and

published Internal Revenue Service (IRS) guidance. However, the application of law and guidance regarding ITC and PTC eligibility to the

facts of particular renewable energy projects is subject to a number of uncertainties. The IRS, Department of Treasury, and Congress may

modify existing guidance with respect to the application of the IRA, possibly with retroactive effect. We may face uncertainties as a result of

efforts to pass legislation to repeal, substantially modify, or invalidate some or all of the provisions of the IRA. Additionally, our operations

and strategic plans may have to change if certain provisions of the IRA were to be repealed, modified, or invalidated. Furthermore, there

can be no assurance that the IRS will agree with our approach in the event of an audit. Any of the foregoing items could reduce the amount

of ITCs or PTCs available to us and our tax equity partners. In this event, we could be required to adjust the terms of future tax equity

partnerships or seek alternative sources of funding for renewable energy projects, each of which could have a material adverse effect on

our business, financial condition, cash flows, results of operations, and prospects. We expect to claim credits associated with the

manufacture of qualified products. We rely on applicable tax law and guidance to determine the amount of these credits. However, the

Department of the Treasury or IRS may issue additional guidance that may reduce our eligibility forcredits or may disagree with our

interpretation of the applicable tax law in the event of an audit. Our business could also be adversely affected by the loss or significant

reduction in access to U.S. government technology grants and related funding programs. Beyond incentives policies, new environmental

regulatory actions or significant modifications to existing policies of the U.S. Environmental Protection Agency (EPA), such as the EPA’s

announcement in April 2023 of proposed new air emissions standards for natural gas operators, could increase our operating costs or

impede sales of our products, solutions, and services.

In Europe, we benefit from a number of government-sponsored programs, incentives, and initiatives related to renewable energy. In

December 2020, the EU agreed to reduce net EU greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In May

2022, the EU announced the REPowerEU plan which seeks to rapidly reduce the EU’s dependence on fossil fuels by 2027. Furthermore,

the EU introduced the Green Deal Industrial Plan that is expected to further accelerate the expansion of renewable energy and green

technologies including easing state aid rules to enable higher subsidies. A key component of the Green Deal Industrial Plan is the Net Zero

Industry Act to simplify regulations, speed up permits and promote cross-border projects to accelerate climate neutrality. There can be no

assurance that these EU regulations will remain in effect in their present form or at all, and the elimination, reduction, or modification of

these regulations could materially harm our renewable energy programs.

International, national, and state governments and agencies continue to evaluate and promulgate legislation and regulations that are

focused on reducing greenhouse gas emissions. Caps or fees on carbon emissions have been and may continue to be established and the

cost of such caps or fees could disproportionately affect the fossil- fuel sectors. While such legislation and regulations could boost demand

for our technologies that contribute to the reduction of greenhouse gas emissions, such as hydrogen and carbon capture technologies,

compliance with greenhouse gas emission legislation and regulations applicable to our or our customers’ operations may have significant

implications that could adversely affect our business and operating results.

Failure to meet ESG (including sustainability) expectations or standards or achieve our ESG goals could adversely affect our

business, results of operations, cash flows, and financial condition. There has been an increased focus from regulators and

stakeholders on ESGmatters. These include areas such as greenhouse gas emissions and climate-related risks that are particularly

relevant for the industries we serve and our businesses, as well as inclusive employment practices and equal employment opportunities,

responsible sourcing, human rights and social responsibility, and corporate governance. We have established sustainability goals aligned

with certain ESG goals and targets. Our ability to accomplish them presents numerous operational, regulatory, financial, legal, and other

challenges, several of which are outside of our control.

Increasing focus on ESG factors has led to enhanced interest in the review of performance results by investors and other stakeholders and

the potential for litigation and reputational risk. Some investors have used, and may continue to use, ESG criteria to guide their investment

strategies, and may not invest in us, or divest their holdings of us, if they believe our policies relating to ESG matters are inadequate. Our

voluntary disclosures of ESG data under standards such as the Global Reporting Initiative, the Sustainability Accounting Standards Board

(SASB), and recommendations issued by the Financial Stability Board’s Task Force for Climate-related Financial Disclosures (TCFD) are

evaluated and rated by various organizations that assess corporate ESG performance. Unfavorable ESG ratings, or our inability to meet

the ESG standards set by specific investors, may lead to unfavorable sentiment toward us, which could have a negative impact, among

other things, on our stock price and cost of capital. Regulatory requirements related to ESG or sustainability reporting have been adopted in

the EU that apply or will apply to us when effective, due to our revenues and employee populations in the EU, including the EUCSRD, EU

Taxonomy, and the EUCSDDD. In the U.S., such regulations have been issued requiring carbon emissions and climate risk disclosures in

California, related to pension investments in California, and for the responsible investment of public funds in Illinois. Additional regulation is

pending at the SEC, at the federal level for government contractors, and in other states. Globally, we anticipate an increase in carbon

emissions and climate risk disclosure requirements under the International Sustainability Standards Board framework, such as the recently

adopted Australian climate-related financial disclosures legislation. We expect regulatory requirements related to ESG matters to continue

to expand globally, particularly in the EU. We may be affected by our ability to meet evolving and expanding emissions reporting

requirements and by investor and public perception of our reporting and performance related to voluntary climate standards. Given the

increasing scrutiny on ESG matters as well as the increasing number of regulatory obligations relating to our business, there is also an

increasing risk that we could be perceived as or accused of making inaccurate or misleading statements regarding our performance against

ESG-related measures and/or ESG initiatives.

Failure to achieve our ESG goals, commitments and targets or comply with emerging ESG regulations could adversely affect our business,

results of operations, cash flows, and financial condition. Changes in ESG regulations could lead to additional operational restrictions and

compliance requirements upon us or our products, require new or additional investment in product designs, result in carbon offset

investments or otherwise could negatively impact our business and/or competitive position. Any such failure could harm our reputation,

adversely impact our ability to attract and retain customers and talent and expose us to increased scrutiny from the investment community

and enforcement authorities.

2024 FORM 10-K 20

International trade policies may impact demand for our products and our competitive position. Changes in government policies on

foreign trade and investment can affect the demand for our products solutions, and services, impact our competitive position, subject us to

escalating costs, or prevent us from being able to offer our products, solutions, and services in certain countries. The implementation of

more restrictive trade policies, such as import or export controls, required licenses or authorizations to engage in business dealings with

certain countries or entities, higher tariffs, restrictions on outbound investment, more detailed inspections, exchange controls, a

government’s adoption of “buy national” policies, local production requirements, or other barriers to entry, in countries where we sell large

quantities of products, solutions, and services could be disruptive and costly to our business and could negatively impact our business,

results of operations, cash flows, financial condition, and prospects.

Failure to obtain or comply with federal, state and local government approvals, licenses, and permits may negatively affect our

ability to produce, market, and sell our products, solutions, and services. Parts of our business are required to obtain, and to comply

with, federal, state, and local government approvals, licenses, and permits. Any of these approvals, licenses, or permits may be subject to

denial, revocation, or modification under various circumstances. Failure to obtain or comply with the conditions of approvals, licenses, or

permits may adversely affect our operations by suspending our activities or curtailing our work and may subject us to penalties and other

sanctions. For example, our nuclear operations in the U.S. are subject to regulation by the NRC. Failure to obtain approval or renewal of

our NRC licenses could result in significant disruptions to our nuclear business. Obtaining licenses and permits can be subject to extended

time delays due to governmental requirements and policies as well as local official processes and availability.

Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including

the failure to comply with EHS laws and regulations, the failure to comply with permit conditions, violations found during inspections or

otherwise, or local community, political, or other opposition.

In addition, concerns about climate change and increased environmental activism could slowdown regulatory approval of fossil fuel-based

power generation activities that could negatively impact the related products, solutions, and services we provide to customers. If new

legislation or regulations are enacted or implemented, or if existing laws or regulations are amended or are interpreted or enforced

differently, we may be required to obtain additional operating approvals, licenses, or permits. Moreover, changes in industry standards and

governmental regulations may cause us to incur substantial costs to adapt our products, solutions, and services. Our inability to obtain, and

to comply with, the approvals, licenses, or permits required for our business could have a material adverse effect on us. In addition, our

customers are often required to obtain, and comply with, approvals, licenses, or permits required for their businesses, and their failure to

obtain, or comply with, those approvals, licenses, or permits may negatively impact our ability to provide products and services to them and

to execute our projects.

The physical effects of climate change, including weather disruptions and related effects, could adversely impact our business.

The physical effects of climate change can include extreme variability in weather patterns such as increased frequency and severity of

significant weather events (e.g., flooding, hurricanes, and tropical storms), natural hazards (e.g., increased wildfire risk), rising mean

temperature and sea levels, and long-term changes in precipitation patterns (e.g., drought, desertification, or poor water quality). Climate

change may also produce general changes in weather or other environmental conditions, including temperature or precipitation levels, and

thus may impact consumer demand for electricity generation. Such effects have the potential to affect business continuity and operating

results, and could disrupt our operations or those of our customers or suppliers, including through direct damage to physical assets and

indirect impacts from supply chain disruption and market volatility. These effects may negatively impact our business, results of operations,

cash flows, and prospects.

Our operations are subject to various EHS laws and regulations, and potential litigation, and non-compliance with or liabilities

under such laws and regulations could result in substantial costs, fines, sanctions, claims, additional regulatory oversight,

suspension of operations, and reputational harm. We are subject to extensive domestic and international EHS regulations. In addition

to EHS regulatory compliance obligations, we may face liability arising out of the normal course of business, including alleged personal

injury, property damage, and human health risks due to exposure to hazardous substances, processes, or working conditions at our current

or former facilities. We may also face liability in connection with the actions or omissions of third-party contractors working at our project

sites or facilities. Any perceived or actual employee safety issues could result in substantial costs to us that may exceed our reserves, harm

our reputation, divert management’s attention, and could potentially affect our ability to continue operating in certain jurisdictions.

In addition, we may become subject to increased regulatory oversight and suspensions of our operations for events that may occur at our

projects. For example, we experienced a blade event during 2024 at our Vineyard Wind project, which, among other things, resulted in our

having to suspend operations at that project for an extended period and being subject to additional regulatory oversight at that project. See

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

results of operations, and cash flows, and financial condition. For further information on material pending legal proceedings, see Note 22 in

the Notes to the consolidated and combined financial statements.

We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we conduct our business.

We are subject to antitrust and competition laws, which generally prohibit certain types of conduct deemed to be anti-competitive, including

price fixing, bid rigging, cartel activities, price discrimination, market monopolization, tying arrangements, acquisitions of competitors,

allocation schemes, and other practices that have, may have, or are perceived to have an adverse effect on competition. Regulatory

authorities may have authority to impose fines and sanctions or to require changes or impose conditions on the way we conduct business

in connection with alleged non-compliance with applicable law. Under certain circumstances, violations of antitrust laws could result in

suspension or debarment of our ability to contract with certain parties or complete certain transactions. In addition, an increasing number of

jurisdictions also provide private rights of action for competitors or consumers to seek damages asserting claims of anti-competitive

conduct. Increased government scrutiny of our actions or enforcement or private rights of action could adversely affect our business or

damage our reputation. In addition, as previously reported by GE, the power and grid businesses that GE acquired from Alstom in 2015

were the subject of significant cases involving alleged anti-competitive conduct or improper payments by Alstom in the pre-acquisition

period. A number of these matters remain ongoing as we seek to resolve them, and it is possible that additional claims from legacy Alstom

conduct could arise in the future. Conducting internal investigations or responding to audits or investigations by government agencies could

be costly and time-consuming. An adverse outcome under any such investigation or audit could subject us to fines or criminal or other

penalties, which could have a material adverse effect on our business results, cash flows, financial condition, or prospects.

2024 FORM 10-K 22

We are subject to laws and regulations governing government contracts, public procurement, and government reimbursements

in many jurisdictions, and the failure to comply could adversely affect our business. We have agreements relating to the sale of our

offerings to government entities around the world. As a result, we are subject to various statutes and regulations in a variety of jurisdictions

that apply to companies doing business with the government. The laws governing government contracts can differ from the laws governing

private contracts and government contracts may contain terms and conditions that are not applicable to private contracts or that expose us

to higher levels of risk and potential liability than non-government contracts. Similarly, most jurisdictions have public procurement laws and

reimbursement policies that set out rules and regulations for purchases and reimbursements by governmental entities. Certain countries

impose additional requirements on government suppliers as a prerequisite to doing business in the country including, among other things,

local headcount requirements, local manufacturing and supplier requirements, and technology or IP transfers. These jurisdictions may

modify their laws, policies, rules, or regulations, or impose new requirements that could adversely affect our business.

For contracts with the U.S. federal government, with certain exceptions, we must comply with the Federal Acquisition Regulation and

applicable agency rules, the Procurement Integrity Act, the Buy American Act, and/ or the Trade Agreements Act. Some governmental

entities, including the U.S. federal government, can terminate contracts for their convenience or for our default. These governmental

entities may also be subject to continued legislative funding approval. Early termination for convenience of one or more of our contracts, or

a change in a government customer’s funding levels, could impact our expected revenues. A termination for default of one or more of our

contracts could subject us to penalties and damages resulting from the default, including costs for the governmental entity to reprocure the

items under contract, in addition to other penalties previously listed. In addition, the U.S. federal government could invoke the Defense

Production Act, requiring that we accept and prioritize contracts for materials deemed necessary for national defense, regardless of loss in

revenue incurred on such contracts. In such circumstances, we may be required to reallocate time and resources away from our customers

to fulfill U.S. federal government requests under the Defense Production Act. This could cause us to be unable to fulfill contractual

obligations to non-U.S. federal government customers and harm long-term business relationships with our customers, suppliers, and

channel partners, which could adversely affect our business.

We are also subject to government audits, investigations, and oversight proceedings with respect to regulations governing government

contracts, public procurement, and government reimbursements. Efforts to ensure our business arrangements comply with applicable laws

involve substantial costs. It is possible that governmental and enforcement authorities will conclude that our business practices do not

comply with current or future laws and regulations. If any such actions are instituted against us, defense can be costly, time-consuming,

and may require significant financial and personnel resources. If we are not successful in defending ourselves or asserting our rights, those

actions could have a significant impact on our business, including the imposition of civil, criminal, and administrative penalties, damages,

disgorgement, monetary fines, individual imprisonment, possible exclusion from participation in certain government programs, contractual

damages, reputational harm, delayed or reduced payments, diminished profits and future earnings, and curtailment or restructuring of our

operations. In addition, any of our government contracts could be terminated or we could be suspended or debarred from all government

contract work or participation in projects involving multilateral development banks. Any of these risks could have a material adverse effect

on our business, results of operations, cash flows, financial condition, or prospects.

Our failure to comply with financial services regulatory obligations could damage our reputation, result in regulatory action

against us and adversely affect our business. Certain of our affiliates are or intend to become a broker-dealer or a registered investment

adviser, as applicable, and will provide fee-based services in respect of the arranging and syndication of securities, transaction advisory

and structuring, and investment management inclusive of tax equity investments. For the first two years of GE Vernova’s existence, these

services will be provided to GE on a cost-basis. In the future, such services may be provided to third parties on an arms-length basis. For

more information, see “Certain Relationships and Related Person Transactions—Agreements with GE—Framework Investment Agreement”

in the Information Statement. While we believe these kinds of transactions are beneficial to our business, the functions that these affiliates

will perform may give rise to conflicts of interest, because these transactions will typically involve investments in large energy infrastructure

projects to which GE Vernova’s businesses will sell equipment and services. Such conflicts of interest, whether actual or perceived, may

result in potential litigation or regulatory enforcement actions. Broker-dealers are registered with the SEC and are members of self-

regulatory organizations such as FINRA. As such, they are subject to the regulations established under the Exchange Act and FINRA rules.

Registered investment advisers are registered with the SEC and are subject to the requirements and regulations of the Advisers Act. The

regulations to which broker-dealers and registered investment advisers are subject are extensive and evolving over time, and the level of

financial regulation has generally increased in recent years. A failure to comply with the obligations imposed by the Advisers Act, Exchange

Act or FINRA rules, including recordkeeping, advertising and operating requirements, disclosure obligations and prohibitions on fraudulent

activities, could result in examinations, investigations, sanctions, and reputational damage, and could have a material adverse effect on our

business, financial condition, and results of operations. See Item 1. "Business—Regulation—Manufacturer and Servicer—Financial

Services" for further information.

Risks Relating to Employee Matters

If we are unable to attract and retain highly qualified personnel, we may not be able to execute our business strategy effectively

and our operations and financial results could be adversely affected. Our operations and future success depend on our ability to

recruit, develop, and retain highly qualified personnel, particularly our senior management team, key employees and technical personnel,

and on our efficient utilization of our workforce. Our team members are the key resource to developing, manufacturing, and delivering our

products and providing technical services to our customers around the world. Some of our project sites involve placing team members in

geographically remote or high-risk locations, and we may expend significant efforts and incur substantial costs to satisfy employee safety

criteria and retain highly skilled personnel. For example, the installation, operation, and maintenance of offshore wind turbines is difficult,

labor intensive, and costly, and requires the availability of a highly skilled labor force. Notwithstanding our safety precautions and

compliance with applicable laws and regulations, we have experienced safety incidents that resulted in serious injury and death, involving

our employees and contractors, and we may be unable to avoid similar incidents in the future. Any safety concerns or incidents, regardless

of fault, could adversely affect our ability to attract additional qualified employees or contractors. Factors that may affect our ability to attract

and retain sufficient numbers of qualified employees and contractors include employee morale, our reputation, competition from other

employers, our ability to manage attrition, and availability of qualified individuals. Difficulties in hiring or retaining highly qualified personnel,

the failure to properly manage succession plans, or the unexpected loss of experienced employees resulting in the depletion of our

institutional knowledge base as well as difficulties in efficient utilization of our workforce could have an adverse impact on our business

2024 FORM 10-K 23

performance, reputation, results of operations, liquidity, or financial condition. Failure to ensure that we have the depth and breadth of

personnel with the necessary skill set and experience, or the loss of key employees, could impede our ability to deliver our growth

objectives and execute our strategy.

We have significant net liabilities with respect to our postretirement benefit plans, including pension, healthcare, and life

insurance benefits obligations, and the actual costs of these obligations could exceed current estimates and asset returns could

be less than current estimates. As of December 31, 2024, our total postretirement benefit plans’ net liabilities for our employees, our

former employees, and certain legacy former employees unrelated to our core business and allocated to us by GE was approximately $1.7

billion. These net liabilities arise under multiple benefit plans and statutory obligations in various countries. Increases in pension,

healthcare, and life insurance benefits obligations and costs and decreases in rate of return of associated assets can adversely affect our

earnings, cash flows, and financial condition. In addition, there may be upward pressure on the cost of providing healthcare benefits to

current and future retirees and there can be no assurance that the measures we have taken to control increases in these costs will succeed

and this could have a material adverse effect on our business results, cash flows, and financial condition. Most of the liabilities arise under

pension plans, including defined benefit pension plans, and include plans that are fully funded, partly funded, or unfunded.

Our results of operations may be positively or negatively affected by the amount of income or expense we record for our defined benefit

pension plans. U.S. generally accepted accounting principles (GAAP) requires that we calculate income or expense for the plans using

actuarial valuations, which reflect assumptions about financial markets, interest rates, discount rate, and the expected long-term rate of

return on plan assets. We are also required to make an annual measurement of plan assets and liabilities, which may result in a significant

reduction or increase in equity. The factors that impact our pension calculations are subject to changes in key economic indicators, and

future decreases in the discount rate or low returns on plan assets can increase our funding obligations and adversely impact our financial

results. In addition, although U.S. GAAP expense and pension funding contributions are not directly related, key economic factors that

affect U.S. GAAP expense would also likely affect the amount of cash we would be required to contribute to pension plans under the

Employee Retirement Income Security Act of 1974 (ERISA). Failure to achieve expected returns on plan assets driven by various factors,

including sustained market volatility, could also result in an increase in the amount of cash we would be required to contribute to pension

plans.

The defined benefit obligation is determined by actuarial assumptions such as the rate of compensation increase or pension progression

rate and biometric factors (such as participant mortality), as well as the discount rate applied. The basis for determining the discount rate is

in principle the yield on high-quality corporate bonds. A change of the discount rate and changes of the assessments of market yields used

may result in significant changes to the defined benefit obligation. Differences between actual experience and the predicted actuarial

assumptions, discount rates, and investment performance on plan assets can affect defined benefit plan liabilities.

We assumed certain liabilities from GE in connection with the Spin-Off, including some liabilities unrelated to our core business. For

example, we retained and assumed responsibility for certain liabilities for pension, healthcare, and life insurance benefits previously

provided to GE employees, including our employees, our former employees, and certain other legacy former employees unrelated to our

core business and allocated to us by GE. We currently partially rely on estimates and assumptions made by GE with respect to the scope,

probability, and magnitude of these liabilities. Such estimates and assumptions involve complex judgments which are difficult to make.

Actual developments may differ from estimates and assumptions, thereby resulting in an increase or decrease in our actual obligations for

these liabilities. Changes in economic conditions, financial markets, investment performance, or legal conditions governing these liabilities

can result in significant increases or decreases in the size of our actual obligations over time. Any of these factors and developments could

have a material adverse effect on our business results, cash flows, financial condition, or prospects. Furthermore, accounting standards

and legal conditions governing our pension obligations are subject to changes in applicable legislation, regulations, or case law. We cannot

provide any assurance that we will not incur new or more extensive pension obligations in the future due to such changes.

Any of these factors and developments could have a material adverse effect on our business results, cash flows, financial condition, or

prospects. For a discussion regarding how our financial statements have been and can be affected by our pension and healthcare benefit

obligation, see Note 13 in the Notes to the consolidated and combined financial statements.

Disruptions caused by labor disputes or organized labor activities could harm our business. A significant number of our employees

around the world are members of, or represented by, labor unions and are covered by collective bargaining agreements with varying

durations and expiration dates. Many of our European employees belong to, or are represented by, works councils. Union and works

council requirements may limit our flexibility in managing costs and responding to market changes. In addition, employees who are not

currently members of, or otherwise represented by, labor organizations may seek such membership or representation, as applicable, in the

future.

We cannot ensure that existing collective bargaining agreements will prevent a strike or work stoppage at our facilities in the future, that we

will be successful in negotiating new collective bargaining agreements, that such negotiations will not result in significant increases in the

cost of labor, including healthcare, pensions, or other benefits, or that a breakdown in such negotiations will not result in the disruption of

our operations, including by way of strikes or work stoppages. In addition, negotiations with labor unions, possible work stoppages and

other labor problems could divert management attention, which could further harm our business. Furthermore, some of our customers and

suppliers have unionized work forces. We may experience an adverse impact on our operating results, financial condition, cash flows, and

competitive position if we are subject, directly or indirectly, to labor actions by our or our suppliers’ or customers’ employees, or as a result

of general country strikes or work stoppages unrelated to our business or collective bargaining agreements.

Our reputation and our ability to conduct business may be impaired by improper conduct by any of our employees, agents, or

business partners. Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by any of our

employees, agents, or business partners could have a significant negative impact on our business and reputation. Such misconduct could

include payments to government officials, bribery, fraud, anti-kickback and false claims rules, competition, export and import compliance,

money laundering, data privacy, and lobbying and similar activities. The FCPA, the U.K. Bribery Act of 2010, the Brazil Clean Companies

Act, China’s Unfair Competition Law, India’s Prevention of Corruption Act, and similar anti-corruption and anti-bribery laws in other

jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose

2024 FORM 10-K 24

of obtaining or retaining business. We operate in parts of the world that have experienced governmental corruption to some degree. It is

possible that the controls that we undertake to facilitate lawful conduct, which include training, internal control policies, and other

safeguards to educate our employees and certain third parties, could be intentionally circumvented or become inadequate because of

changed conditions. As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our

employees or agents. Any alleged or actual violations of these laws or regulations may subject us to government scrutiny, criminal, civil, or

administrative sanctions, stockholder lawsuits, reputational damage, and other liabilities. In some instances, we make self-disclosures to

relevant authorities who may pursue or decline to pursue enforcement proceedings against us. The costs associated with the investigation,

remediation, and potential notification of any violation to customers, regulators, and counterparties could be material. Any of the foregoing

could have a material adverse effect on our business results, cash flows, financial condition, or prospects.

Risks Relating to Technology and Intellectual Property

We may be unable to obtain, maintain, protect, or effectively enforce our IP rights. We cannot assure that our means of obtaining,

maintaining, and enforcing our IP rights will be adequate to maintain a competitive advantage. The laws of many jurisdictions may not

protect our IP rights or provide an adequate forum to effectively address situations where our IP rights have been compromised.

Furthermore, protecting against the unauthorized use of proprietary technology is difficult and expensive and we may need to litigate with

third parties to enforce or defend patents issued to us and our other IP rights or to determine the enforceability and validity of our

proprietary rights or those of others. Determining whether an offering infringes, misappropriates, or otherwise violates a third party’s IP

rights involves complex legal and factual issues, and the outcome of this type of litigation is often uncertain and may not always be

consistent. An adverse determination in any such litigation could materially impair our IP rights and may have a negative impact on our

From time to time, we may receive notices from third parties alleging infringement, misappropriation, or violation of their IP rights. We are

also subject to lawsuits alleging infringement, misappropriation, or other violation of third-party IP rights. When such claims are asserted

against us (or to avoid such claims), we may sometimes seek to license the third party’s IP rights, which may be costly. We may be unable

to obtain necessary licenses on satisfactory terms, if at all. If we are unable to obtain an adequate license, we may be subject to lawsuits

seeking damages or an injunction against the manufacture, import, marketing, sale, or operation of certain of our offerings or against the

operation of part of our business as presently conducted. Any settlement payment or other compromise may have future repercussions on

our ability to defend and protect certain of our IP rights. We do not maintain insurance for claims or litigation involving the infringement,

misappropriation, or other violation of IP rights. Regardless of the merits or outcome, the resolution of any IP dispute could require

significant financial and management resources.

Adverse judicial rulings or our entry into any license or settlement agreement in connection with third-party claims could affect our ability to

compete on certain offerings and have a material adverse effect on our business results, cash flows, financial condition, or prospects. Our

agreements with our customers and other third parties typically include indemnification or other provisions under which we agree to

indemnify or otherwise be liable to them for losses suffered or incurred as a result of certain third-party IP claims. We may not always be

successful in limiting our liability with respect to such obligations and could become subject to large indemnity payments or damages claims

from contractual breach, which could harm our business results, cash flows, financial condition, or prospects. Furthermore, protecting

confidential information and trade secrets can be difficult and, even if a successful enforcement action is brought, such action may not be

effective in protecting our confidential information and trade secrets. Additionally, the increased sharing of our data with third parties as a

result of right to repair legislation could increase the risk of loss or damage to our confidential information and IP. If we cannot adequately

obtain, maintain, protect, or enforce our IP rights, our competitors may be able to compete more successfully against us, which could have

a material adverse effect on our business results, cash flows, financial condition, or prospects.

We may not receive protection for pending or future applications relating to IP rights owned by or licensed to us and the scope of protection

allowed under any issued IP rights may not be sufficiently broad to protect our products, services, solutions, and any associated

trademarks. Products sold by our competitors may infringe, misappropriate, or otherwise violate IP rights owned or licensed by us. Any

issued IP rights owned by or licensed to us may be challenged, invalidated, held unenforceable, or circumvented in litigation or other

proceedings, and these limited IP rights may not provide us with effective competitive advantages. Intellectual property rights may also be

unavailable, limited, unenforceable, or practically unenforceable in some countries, and some governments may require us to transfer our

IP rights to local entities to do business in their jurisdiction, either of which could make it easier for competitors to capture increased market

position. We may also incur substantial costs to protect ourselves in litigation or other proceedings involving the validity and enforceability

of our IP rights. If claims against us are successful, we could lose valuable IP rights. An unfavorable outcome in any such litigation could

have a material adverse effect on our business results, cash flows, financial condition, or prospects.

We do not own the GE trademark or logo, and any elimination of our rights to use specified trademarks granted to us under our

Trademark License Agreement with GE could have an adverse effect on our business results, cash flows, financial condition, or

prospects. We do not own the GE trademark or logo, which we use in line with our Trademark License Agreement with GE and in

combination with the “Vernova” trademark that is owned by us. GE owns and controls the GE brand, and the integrity and strength of the

GE brand will depend in large part on the efforts and businesses of GE and other licensees of the GE brand and how the brand is used,

promoted, and protected by them, which will be largely outside of our control.

Furthermore, there are certain circumstances under which the Trademark License Agreement may be terminated. Termination of the

Trademark License Agreement would eliminate our rights to use the specified trademarks granted to us under this agreement and may

result in our having to negotiate a new or reinstated agreement with less favorable terms or cause us to lose our rights under the

Trademark License Agreement, which would require us to change our corporate name and undergo significant rebranding efforts. These

rebranding efforts may require significant resources and expenses and may affect our ability to attract and retain customers, all of which

could have an adverse effect on our business results, cash flows, financial condition, or prospects. We own the “Vernova” trademark and

have taken steps to protect it. We have filed trademark applications and have been issued registrations for this trademark around the world.

We cannot be certain that, notwithstanding the legal protections, others do not or will not infringe or misappropriate our IP rights in this

trademark.

2024 FORM 10-K 25

Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer crimes pose a risk

to our systems, networks, products, solutions, services, and data, as well as our reputation, which could adversely affect our

business. We manufacture and sell products that rely upon software and computer systems to operate properly and process and store

confidential information. Our products often are connected to, and reside within, our customers’ information technology (IT) infrastructures.

In some jurisdictions, we are expected to design our products to include appropriate cybersecurity protections, and regulatory authorities

review such protections when granting marketing authorizations. The measures we take to protect our products and IT systems from

unauthorized access may not be effective, particularly because techniques used to obtain unauthorized access or to sabotage systems

change frequently, increase in sophistication, and often are not recognized until launched against a target. These risks apply to our installed

base of products, products we currently sell, new products we will introduce in the future, and older technology that we no longer sell or

service but remains in use by customers.

Increased global cybersecurity vulnerabilities, threats, computer viruses, and more sophisticated and targeted cyber-related attacks, such

as ransomware, as well as cybersecurity failures resulting from human error and technological errors, pose a risk to our security. They also

pose a risk to the security of our customers', partners', suppliers', and third-party service providers' infrastructure, products, systems, and

networks and the confidentiality, availability, and integrity of our data and our customers’ data, as well as associated financial risks. As

attackers become more capable (including sophisticated state or state-affiliated actors), and as critical infrastructure increasingly becomes

digitized, the risks in this area continue to grow. A significant cyber-related attack, such as an attack on power grids or power plants, could

pose broader disruptions and adversely affect our business even if such an attack does not involve our products, solutions, services, or

systems. We have also observed an increase in third-party cyber incidents and ransomware attacks on our suppliers, service providers and

software providers, and our efforts to mitigate adverse effects on us if this trend continues may not be successful in the future. The large

number of suppliers that we work with requires significant effort for the initial and ongoing verification of their implementation of effective

cybersecurity requirements. The increasing degree of interconnectedness and shared liability between us and our partners, suppliers, and

customers also poses a risk to the security of our network as well as the larger ecosystem in which we operate. There can be no assurance

that our various cybersecurity measures - including employee training, monitoring and testing, performing security reviews and requiring

business partners with connections to our network to appropriately secure their IT systems, and maintaining protective systems and

contingency plans - will be sufficient to prevent, detect, and limit the impact of cyber-related attacks, and we remain vulnerable to known or

unknown threats. For example, we outsource certain cybersecurity functions and will continue to look for opportunities to utilize managed

security service providers. In addition, we collaborate with GE Aerospace on certain cybersecurity functions and will continue to do so

during a transition period following our Spin-Off. These arrangements will increase our overall cyber risk given the degree of our

interconnectedness with the provider and the potential impact on our outsourced functions that could be caused by an attack on such a

provider.

In addition to existing risks from the integration of digital technologies into our business portfolio, the adoption of new technologies in the

future may also increase our exposure to cybersecurity incidents and failures. An unknown vulnerability or compromise could potentially

impact the security of our software or connected products and lead to the misuse or unintended use of our products, loss of our IP,

misappropriation of sensitive, confidential or personal information, safety risks or unavailability of products.

We also have access to sensitive, confidential or personal information or information in our businesses that is subject to privacy and

security laws, regulations or customer-imposed controls. We have vulnerability to security incidents, theft, misplaced, lost or corrupted data,

programming errors, employee errors or malfeasance (including misappropriation by departing employees) that could potentially lead to the

material compromise of sensitive, confidential or personal information, improper use of our systems, software solutions or networks,

unauthorized access, use, disclosure, modification or destruction of or denial of access to information, defective products, production

downtimes, and operational disruptions.

Furthermore, we rely on software, hardware, and other material components from a number of third parties to manufacture our products. If

a material cyber incident impacting a supplier were to result in its prolonged inability to manufacture and/or ship such components, this

could impact our ability to manufacture our products. In addition, third-party sourced software components, malicious code, or a critical

vulnerability emerging within such software could expose our customers to increased cyber risk. If we were to experience a significant

cybersecurity incident impacting our information systems or data, the costs associated with the investigation, remediation, and potential

notification of the incident to customers, regulators, and counterparties could be material. Any such impact could result in financial or

reputational damage, as well as expose us to litigation and regulatory enforcement actions.

Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal

information in the jurisdictions in which we operate, may adversely impact our business and financial results. We have access to

sensitive, confidential, proprietary, or personal information (including employee information) in our businesses that is subject to a variety of

jurisdiction specific data privacy and security laws, regulations, standards, contractual obligations, or customer-imposed controls. The legal

and regulatory environment related to data privacy, data protection, and cyber security is increasingly complex and rigorous, with new and

constantly evolving requirements applicable to our business. This evolution is further complicated by the adoption of new technologies,

particularly generative AI, which raises novel privacy and security issues. Enforcement practices vary widely in the jurisdictions in which our

businesses operate and are likely to remain uncertain for the foreseeable future.

As a result of our worldwide operations, we are subject to rapidly shifting privacy and data protection laws and regulations. In the U.S.,

various federal and state regulators, including the Federal Trade Commission, have adopted, or are considering adopting, laws,

regulations, and standards concerning personal information, privacy, and data security. There are also U.S. state privacy laws that impose

privacy and security obligations on companies that collect and process personal information. These state laws, and similar state or federal

laws or regulations that may be enacted in the future, may require us to modify our data processing practices and policies and thus incur

substantial compliance-related expenses or otherwise suffer adverse impacts on our business. Internationally, many of the jurisdictions in

which we operate have adopted unique data privacy and cybersecurity legal frameworks with which we must comply. Violations of

applicable data privacy or data protection laws or regulations could result in substantial fines, regulatory investigations, reputational

damage, orders to cease processing or to change uses of data, sanctions, and enforcement notices, and raise the potential for civil claims

and proceedings, including class action litigation.

2024 FORM 10-K 26

International, federal, and state laws, regulations, and standards can differ significantly from one another and may be interpreted and

applied differently over time and from jurisdiction to jurisdiction. It is not uncommon for there to be a period of uncertainty over how to

practically apply the law, such as when there is a delay in regulators issuing supplementary guidance or implementing regulations to

provide clarity on their expectations. We are also observing an increase in jurisdictional specific requirements related to the cross-border

transfer of personal information, which can bring complexity to processing operations that are supported by external third parties located

globally. Given our global footprint, this complexity may significantly complicate our compliance efforts and impose considerable costs, such

as costs related to organizational changes, modification of our data processing practices and policies, implementation of additional

protection technologies, or consultation with third parties who have jurisdictional expertise. In addition, compliance with applicable

requirements may take time away from management of other issues and can divert resources from other initiatives and projects. Any failure

or perceived failure by us to comply with applicable international, federal, or state laws, regulations, standards, contractual obligations, or

customer-imposed controls relating to data privacy and security could adversely affect our business and result in damage to our reputation

and our relationship with our customers.

Risks Relating to Financial, Accounting, and Tax Matters

Volatility in currency exchange rates may adversely affect our financial condition, results of operations and cash flows. As a

result of our global operations, we generate and incur a significant portion of our revenues and expenses in currencies other that the U.S.

dollar. Our business is subject to foreign currency exchange rates fluctuations, particularly with respect to the Euro and the British pound

sterling.

Changes in the value of currencies of the countries in which we do business relative to the value of the U.S. dollar could affect our ability to

sell products competitively and control our cost structure, which could have an adverse effect on our business, cash flows, financial

condition, and results of operations. Additionally, we are subject to foreign exchange translation risk due to changes in the value of foreign

currencies in relation to our reporting currency, the U.S. dollar. As the U.S. dollar fluctuates against other currencies in which we transact

business, revenue and income can be impacted, including revenue decreases due to unfavorable foreign currency impacts. Strengthening

of the U.S. dollar relative to the euro and the currencies of the other countries in which we do business, could materially and adversely

affect our ability to compete in international markets and our sales growth in future periods. In addition, we may be unable to hedge the

effects of foreign exchange rate and interest rate changes in a cost-effective manner. For a discussion of the ways and extent to which we

attempt to mitigate the impact of foreign exchange risk, see Note 20 in the Notes to the consolidated and combined financial statements

and Item 7A. "Quantitative and Qualitative Disclosures About Market Risk." Any of these risks could have a material adverse effect on our

business results, cash flows, financial condition, or prospects.

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

or delayed in accessing our cash held overseas. Our business relies on the availability of financing for our products and services. The

capital and credit markets may experience extreme volatility or disruptions that may lead to uncertainty and liquidity issues for both

borrowers and investors. Certain customers and suppliers, as well as our business, may need access to credit and trade finance lines and

other financing instruments for certain transactions. We have a $3.0 billion committed credit facility and a $3.0 billion committed trade

finance facility, but there can be no assurance that these facilities will be sufficient to meet our future needs for such transactions.

Additionally, we may need to access the capital markets to supplement our existing funds and cash generated from operations to satisfy

our needs for example, for working capital or capital expenditure requirements. A variety of factors beyond our control could impact the

availability or cost of capital, including domestic or international economic conditions, increases in key benchmark interest rates and/or

credit spreads, the adoption of new or amended banking or capital market laws or regulations, and the repricing of market risks and

volatility in capital and financial markets. In the event of adverse capital and credit market conditions, we may be unable to obtain capital

market financing on favorable terms, or at all, and changes in credit ratings issued by nationally recognized credit-rating agencies could

adversely affect our ability to obtain capital market financing and the cost of such financing. Additionally, a large portion of our total

consolidated cash will be held overseas and may not be efficiently accessible to GE Vernova to finance or to otherwise support our capital

market requirements. Such factors may impact our ability, or the ability of our customers or suppliers, to obtain debt financing, guarantees,

or hedging from financial institutions which may negatively impact our business.

In addition, large energy projects may require co-financing of projects through project development loans, structured debt financing or

equity investments, including those done in collaboration with our Financial Services business. It is possible that such financing may not be

available, or that the cost may be higher than anticipated, negatively impacting our ability to bid for certain projects, or negatively impacting

our earnings, cash flows, and returns. The termination of, expiration of, or exhaustion of funding capacity or commitments available to us

under our Framework Investment Agreement with GE, our inability to maintain sufficient balance sheet capacity to make future tax equity

commitments, or an inability to generate sufficient U.S. tax base to allow us to monetize tax credits, could reduce our ability to make, or

prevent us from making at all, future such investments, which could further negatively impact our financial condition. Any of these risks

could have a material adverse effect on our business results, cash flows, financial condition, prospects, and the market price of our

securities.

Future material impairments in the value of our long-lived assets, including goodwill, could adversely affect our business. We

review our long-lived assets, including identifiable intangible assets, goodwill, and property, plant, and equipment (PP&E), for impairment at

least annually. All long-lived assets are reviewed when there is an indication that impairment may have occurred. Changes in market

conditions or other changes in the outlook of value may lead to impairment charges in the future. In addition, we may sell assets that we

determine are not critical to our strategy. Future events or decisions may lead to asset impairments or related charges. Certain non-cash

impairments may result from a change in our strategic goals, business direction, or other factors relating to the overall business

environment. Material impairment charges could negatively affect our results of operations.

Changes in tax laws, tax rates, tariffs, adverse positions taken by taxing authorities, and tax audits could impact operating

results. We are subject to income and other taxes (including sales, excise, and value-added) in the U.S. and numerous foreign

jurisdictions. The determination of the Company’s worldwide provision for income taxes and liability for income and other tax liabilities

requires judgment and is based on diverse legislative and regulatory structures that exist in the various jurisdictions where the Company

operates. These factors, together with changes in tax laws, tax rates, tariffs, changes in interpretation of tax laws, the resolution of tax

2024 FORM 10-K 27

assessments or audits by various tax authorities, and the ability to fully utilize tax loss carryforwards and tax credits, could impact our

operating results, including additional valuation allowances for deferred tax assets. Potential changes to tax laws, including changes to

taxation of global income, may have an effect on our subsidiaries structure, operations, sales, liquidity, cash flows, capital requirements,

effective tax rate and performance. For example, legislative or regulatory measures by U.S. federal, state or non-U.S. governments such as

newly adopted global minimum taxes or other changes to the treatment of global income could increase our cash tax costs and effective tax

rate. We are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our

business, but such changes could potentially result in higher tax expense and payments, along with increasing the complexity, burden, and

cost of compliance.

Our tax burden could increase as a result of ongoing or future tax audits. We are subject to periodic tax audits by tax authorities. Tax

authorities may not agree with our interpretation of applicable tax laws and regulations. As a result, such tax authorities may assess

additional tax, interest, and penalties. We regularly assess the likely outcomes of these audits and other tax disputes to determine the

appropriateness of our tax provision and establish reserves for material, known tax exposures. However, the calculation of such tax

exposures involves the application of complex tax laws and regulations in many jurisdictions. Therefore, there can be no assurance that we

will accurately predict the outcomes of any tax audit or other tax dispute or that issues raised by tax authorities will be resolved at a

financial cost that does not exceed our related reserves. As such, the actual outcomes of these disputes and other tax audits could have a

material impact on our financial results.

Our ability to use deferred tax assets may be subject to limitation. We have deferred tax assets in certain countries and our ability to

use such assets will depend on taxable income generation in the relevant countries. Further, while the majority of these assets either do not

currently have an expiration date or have an expiration date that is later than when we expect to use such assets, subsequent changes to

applicable tax laws in these jurisdictions could impact our ability to fully benefit from the deferred tax assets.

Risks Relating to the Spin-Off

The Spin-Off could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction. GE

received a private letter ruling from the IRS to the effect that, among other things, the Spin-Off, qualifies as a transaction that is tax-free for

U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. In connection with the completion of the Spin-Off, GE

received a written opinion from each of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ernst & Young, LLP to the effect that the Spin-

Off qualifies for non-recognition of gain and loss under Section 355 and related provisions of the Code.

The opinion of counsel and the opinion of Ernst & Young, LLP did not address any U.S. state or local or foreign tax consequences of the

Spin-Off. Each opinion assumed that the Spin-Off would be completed according to the terms of the Separation and Distribution Agreement

and relies on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements,

the Information Statement and a number of other documents.

In addition, the opinion of counsel, the opinion of Ernst & Young, LLP, and the private letter ruling relied on certain facts, assumptions,

representations, and undertakings from GE and us regarding the past and future conduct of the companies’ respective businesses and

other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not otherwise satisfied, GE and its

stockholders may not be able to rely on the opinion of counsel, the opinion of Ernst & Young, LLP, or the private letter ruling and could be

subject to significant tax liabilities.

The opinion of counsel and the opinion of Ernst & Young, LLP will not be binding on the IRS or the courts, and there can be no assurance

that the IRS or a court will not take a contrary position. Notwithstanding the opinion of counsel, the opinion of Ernst & Young, LLP, or the

private letter ruling, the IRS could determine on audit that the Spin-Off or any of certain related transactions is taxable if it determines that

any of these facts, assumptions, representations, or undertakings are not correct or have been violated or if it disagrees with the

conclusions in the opinion that are not covered by the private letter ruling, or for other reasons, including as a result of certain significant

changes in the stock ownership of GE or us after the Spin-Off. If the conclusions expressed in the opinion of counsel or the opinion of Ernst

& Young, LLP are challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences of the Spin-Off (including the tax

consequences to GE and the U.S. Holders (as defined in the Information Statement)) could be materially less favorable.

If the Spin-Off were determined not to qualify for non-recognition of gain or loss under Section 355 and related provisions of the Code, each

U.S. Holder who received our common stock in the Spin-Off would generally be treated as having received a distribution in an amount

equal to the fair market value of our common stock received, which would generally result in: (i) a taxable dividend to the U.S. Holder to the

extent of that U.S. Holder’s pro rata share of GE’s current or accumulated earnings and profits; (ii) a reduction in the U.S. Holder’s basis

(but not below zero) in GE common stock to the extent the amount received exceeds the stockholder’s share of GE’s earnings and profits;

and (iii) taxable gain from the exchange of GE common stock to the extent the amount received exceeds the sum of the U.S. Holder’s

share of GE’s earnings and profits and the U.S. Holder’s basis in its GE common stock. See “Material U.S. Federal Income Tax

Consequences of the Spin-Off” in the Information Statement.

If the Spin-Off were determined not to qualify as tax-free for U.S. federal income tax purposes, we could have an indemnification

obligation to GE, which could adversely affect our business, financial condition, cash flows, and results of operations. If, as a

result of any of our representations being untrue or our covenants being breached, the Spin-Off were determined not to qualify for non-

recognition of gain or loss under Section 355 and related provisions of the Code, we could be required by our Tax Matters Agreement with

GE to indemnify GE for the resulting taxes and related expenses. Those amounts could be material. Any such indemnification obligation

could adversely affect our business, financial condition, cash flows, and results of operations.

For example, if we or our stockholders were to engage in transactions that resulted in a 50% or greater change by vote or value in the

ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Spin-Off, the Spin-Off

would generally be taxable to GE, but not to GE stockholders, under Section 355(e), unless it were established that such transactions and

the Spin-Off were not part of a plan or series of related transactions. If the Spin-Off were taxable to GE due to such a 50% or greater

change by vote or value in the ownership of our stock, GE would recognize gain equal to the excess of the fair market value on the April 2,

2024 FORM 10-K 28

2024 (Distribution Date) of our common stock distributed to GE stockholders over GE’s tax basis in our common stock, and we generally

would be required to indemnify GE for the tax on such gain and related expenses. Those amounts could be material. Any such

indemnification obligation could adversely affect our business, financial condition, cash flows, and results of operations. See “Certain

Relationships and Related Person Transactions— Agreements with GE—Tax Matters Agreement" in the Information Statement.

We agreed to numerous restrictions to preserve the non-recognition tax treatment of the Spin-Off, which may reduce our

strategic and operating flexibility. To preserve the tax-free nature of the Spin-Off and related transactions, we agreed in the Tax Matters

Agreement to covenants and indemnification obligations that address compliance with Section 355 and related provisions of the Code, as

well as state, local and foreign tax law. These covenants include certain restrictions on our activity for a period of two years following the

Spin-Off. Specifically, we are subject to certain restrictions on our ability to enter into acquisition, merger, liquidation, sale, and stock

redemption transactions with respect to our stock or assets and we may be required to indemnify GE against any resulting tax liabilities

even if we do not participate in or otherwise facilitate the acquisition. Furthermore, we are subject to specific restrictions on discontinuing

the active conduct of our trade or business, the issuance or sale of stock or other securities (including securities convertible into our stock

but excluding certain compensatory arrangements), and sales of assets outside the ordinary course of business. These covenants and

indemnification obligations may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may

maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable.

See “Certain Relationships and Related Person Transactions— Agreements with GE—Tax Matters Agreement” in the Information

Statement.

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off. We may be unable to achieve

the full strategic and financial benefits expected to result from the separation and distribution, or such benefits may be delayed or not occur

at all. We believe that, as an independent, publicly traded company, we are able to, among other things, more effectively focus on our own

distinct operating priorities and strategies, better address specific market dynamics and target innovation, create incentives for our

management and employees that align more closely with our business performance and the interests of our stockholders, achieve

operational simplification and cost savings, and articulate a clear investment proposition and tailored capital allocation policy to attract a

long-term investor base best suited to our business needs. We may be unable to achieve some or all of the benefits that we expect to

achieve as an independent company in the time we expect, if at all, for a variety of reasons, including: (i) compliance with the requirements

of being an independent, publicly traded company require significant amounts of our management’s time and effort, which may divert

management’s attention from operating and growing our business; (ii) we may be more susceptible to market fluctuations, actions by

activist stockholders, and other adverse events than if we were still a part of GE; (iii) our businesses are less diversified than GE’s

businesses prior to the separation; (iv) the actions required to separate GE’s and our respective businesses could disrupt our operations;

and (v) under the terms of the Tax Matters Agreement, we are restricted from taking certain actions that could cause the Spin-Off to fail to

qualify as a tax-free transaction and these restrictions may limit us for a period of time from pursuing strategic transactions and equity

issuances or engaging in other transactions that may increase the value of our business. If we fail to achieve some or all of the benefits that

we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition, cash

flows, and results of operations could be adversely affected.

We could incur substantial additional costs and experience temporary business interruptions, and we may not be adequately

prepared to meet the requirements of an independent, publicly traded company on a timely or cost-effective basis. Prior to the

Spin-Off, we operated as part of GE, and GE provided us with various corporate functions. Following the Spin-Off, GE does not provide us

with assistance other than the transition and other services described under “Certain Relationships and Related Person Transactions” in

the Information Statement. These services do not include every service that we received from GE in the past, and GE is only obligated to

provide the transition services for limited periods following completion of the Spin-Off. Following the cessation of any transition services

agreements, we need to provide internally or obtain from unaffiliated third parties the services we will no longer receive from GE. Although

we have made progress in providing and obtaining such services, we may be unable to replace all of these services in a timely manner or

on terms and conditions as favorable as those we receive from GE.

Since the Spin-Off, we have been installing and implementing IT infrastructure to support certain of our business functions, including

accounting and financial reporting, human resources, legal and compliance, communications, and indirect sourcing. We may incur

substantially higher costs than anticipated as we continue our transition from the existing transactional and operational systems and data

centers we used as part of GE. If we are unable to complete our transition effectively, we may incur temporary interruptions in business

operations. Any delay in implementing, or operational interruptions suffered while implementing, our new IT infrastructure could disrupt our

business and have a material adverse effect on our results of operations.

In addition, we are subject to reporting and other obligations under the Exchange Act. The Exchange Act requires that we file annual,

quarterly, and current reports with respect to our business and financial condition. Beginning with our Annual Report on Form 10-K for the

year ended December 31, 2025, we will be required to conduct an annual management assessment of the effectiveness of our internal

control over financial reporting and include a report by our independent registered public accounting firm on the effectiveness of internal

control over financial reporting. Under the Sarbanes Oxley Act of 2002, as amended (the Sarbanes Oxley Act), we are also required to

maintain effective disclosure controls and procedures. These reporting and other obligations may place significant demands on

management, administrative, and operational resources, including accounting systems and resources. If we fail to comply with financial

reporting requirements and other rules that apply to reporting companies under the Exchange Act, we may be unable to conclude that our

internal control over financial reporting is effective. If we are not able to comply with the requirements of Section 404 of the Sarbanes Oxley

Act in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over

financial reporting that are deemed to be material weaknesses, the market price of shares of our common stock could decline and we could

be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and

management resources.

Moreover, we cannot be certain that these measures would ensure that we implement and maintain adequate controls over our financial

processes and reporting in the future. Even if we were to conclude, and our auditors were to concur, that our internal control over financial

reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with U.S. GAAP, because of its inherent limitations, internal control over financial reporting might not

2024 FORM 10-K 29

prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for shares of our common stock,

and could adversely affect our ability to access the capital markets.

We have limited operating history as an independent, publicly traded company, and our historical combined financial information

is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not

be a reliable indicator of our future results. We derived the historical combined financial information for 2022 and 2023 included in this

Annual Report on Form 10-K from GE’s consolidated financial statements, and this information does not necessarily reflect the results of

operations, cash flows, and financial position we would have achieved as an independent, publicly traded company during the periods

presented, or those that we will achieve in the future. This is primarily because of the following factors:

•Prior to the Spin-Off, we operated as part of GE, and GE performed various corporate functions for us. Our historical combined

financial information for 2022 and 2023 reflects allocations of corporate expenses from GE for these functions. These allocations

may not reflect the costs we have incurred or will incur for similar services as an independent, publicly traded company.

•The agreements and transactions we entered into with GE in connection with the Spin-Off, such as GE’s provision of transition

and other services and indemnification obligations, have caused and will continue to cause us to incur new costs. See “Certain

Relationships and Related Person Transactions—Agreements with GE” in the Information Statement.

•Our historical combined financial information for 2022 and 2023 does not reflect changes that we have experienced and that we

expect to continue to experience as a result of our separation from GE, including changes in the financing, cash management,

operations, cost structure, and personnel needs of our business. As part of GE, we enjoyed certain benefits from GE’s operating

diversity, reputation, size, purchasing power, ability to borrow, and available capital for investments; following the Spin-Off, we no

longer have those benefits.

Following the Spin-Off, we have incurred and will continue to incur additional costs and demands on management’s time associated with

being an independent, publicly traded company, including costs and demands related to corporate governance, investor and public

relations, and public financial reporting. Our success depends on our ability to continue to integrate our businesses that operate in various

aspects of the power industry, which historically operated separately into one cohesive company. In addition, we depend on the successful

cooperation of our leadership team, who have limited experience leading our business. For additional information about our past financial

performance and the basis of presentation of our combined financial statements, see “Unaudited Pro Forma Condensed Combined

Financial Statements" in the Information Statement and the“Management’s Discussion and Analysis of Financial Condition and Results of

Operations,” and our combined and consolidated financial statements and the notes thereto included in the Information Statement and in

this Annual Report on Form 10-K.

Certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in, or

because of their previous or continuing positions with, GE or other entities with which we have commercial arrangements.

Because of their current or former positions with GE, certain of our executive officers and directors own equity interests in both us and GE.

Continuing ownership of GE shares and equity awards could create, or appear to create, potential conflicts of interest if we and GE face

decisions that could have implications for both us and GE. Our Board chair currently also serves on the board of directors of GE. Potential

conflicts of interest could arise in connection with the resolution of any dispute between us and GE regarding the terms of the agreements

governing the separation and distribution and our relationship with GE following the separation and distribution. See “Certain Relationships

and Related Person Transactions” in the Information Statement for information about some of these agreements. Potential conflicts of

interest may also arise out of any commercial arrangements that we or GE may enter into in the future. In addition, some of our

independent directors serve on boards or management of companies with which we have commercial relationships, including investors.

Similar potential conflicts of interest could arise as a result. A dispute regarding a potential or actual conflict of interest involving us and GE

or any of such other companies could negatively impact our businesses, results of operations, cash flows, and financial condition. In

addition, public perception of such an actual or apparent conflict of interest could pose reputational risks and expose us to increased

scrutiny from investors and regulators. Although we have policies governing conflicts of interest, they may not sufficiently protect against

these risks.

Our written code of conduct applies to our directors and executive officers, as well as employees, and intends to promote honest and

ethical conduct, including the handling of actual or apparent conflicts of interests between personal and professional relationships. Our

governance principles assist with governance practices, including a requirement that directors disclose actual or potential conflicts of

interest and recuse themselves from any discussion or decision affecting their personal, business, or professional interests. The

governance principles also delegate the resolution of any conflict of interest question involving a director or an executive officer to the

Nominating and Governance Committee and the resolution of any conflict of interest issue involving any other officer of the Company to the

CEO. In addition, each of our officers and directors have confirmed their ongoing obligation to notify management of their outside activities,

which enables management to monitor future potential conflicts of interest, whether with GE or other third parties.

We may not be able to arrange for the termination or replacement of, and the release of GE and its subsidiaries from, the

remaining parent company credit support obligations. To support GE Vernova in selling products and services globally, prior to the

Spin-Off, GE entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting

the performance of what are subsidiary legal entities transacting directly with customers of GE Vernova, in addition to having provided

similar credit support for some non-customer related activities of GE Vernova (collectively, “GE credit support”), which is further described

in "Certain Relationships and Related Person Transactions— Agreements with GE—Separation and Distribution Agreement—Credit

Support” section in the Information Statement. The Separation and Distribution Agreement requires us to use reasonable best efforts to

arrange for the termination or replacement of, and the release of GE and its subsidiaries from, all GE credit support. See Item 7.