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GE Vernova Inc.

For the period ended Dec 31, 2025. Filed Jan 29, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Jan 29, 2026

GEV$829.34+7.1%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-06.

0001996810-25-000011

Item 1A. SUMMARY OF RISK FACTORS

Current report: 10-K

Period ended 2025-12-31; filed 2026-01-29.

0001996810-26-000015

Item 1A. RISK FACTORS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 1263 previous paragraphs and 603 current paragraphs.

16 unchanged; 89 reworded; 496 added; 1148 removed; 10 previous and 2 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (496)

Current report

products and services, lead to claims for damages or regulatory actions, and harm our business or reputation. We design,

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manufacture, and service sophisticated, software-enabled industrial machinery and infrastructure (including gas turbines, onshore and

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offshore wind turbines, grid infrastructure, and nuclear power generation equipment), engineered for demanding conditions and compliance

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with stringent certification, performance, and reliability standards. A serious product, solution, or execution failure could result in injury or

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systemic issues.

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can result in warranty, maintenance, and other damage claims, including costs for project delays, repairs, and replacements, potentially in

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significant amounts. These potential impacts are greater where the defects or issues affect an entire product line or component and can be

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more pronounced with new technologies.

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Developing and maintaining offerings that meet these standards is complex, costly, and technologically challenging and requires extensive

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coordination across suppliers and global manufacturing and project sites. Failures to meet these standards, whether actual or perceived,

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may result in significant contractual or other claims and regulatory suspensions of installation or operations, with adverse financial,

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competitive, and reputational effects. Warranty and quality-related costs have represented, and may in the future represent, a meaningful

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portion of our expenses.

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Significant supply chain and logistics disruptions, including volatility in the cost or availability of critical materials and

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components, could delay or impact our ability to deliver on customer obligations, increase costs, and expose us to contractual

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materials, parts, components, and subsystems. Our globally distributed supply chains are subject to economic and geopolitical dynamics,

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sanctions, tariffs, import/export restrictions, severe weather events, as well as other factors. We operate in a supply-constrained

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environment and have experienced, and may continue to experience, shortages of materials and skilled labor, inflationary pressures,

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While we pursue mitigation measures, such as long-term supply agreements, dual-sourcing, increased inventory levels, factory capacity

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expansion, lean initiatives, alternative logistics, product or component redesign, and cost-sharing with customers and suppliers, supply

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chain pressures are expected to persist and may continue to adversely affect our operations and financial performance. Certain inputs are

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limited or sole-sourced, concentrated with a small number of suppliers, or primarily available from a single country, including semiconductor

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chips and critical materials (such as specialty metals and rare earths). Although prior disruptions have not been material, the inability of a

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supplier to deliver, and our inability to secure timely and cost-effective alternatives, could impair our ability to manufacture products or

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provide services.

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Our operations may be adversely affected by delivery delays, capacity constraints, upstream or downstream production disruptions, price

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spikes, cyber-related attacks, or decreased availability of materials and commodities arising from war or other hostilities, natural disasters,

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underperformance could impact our ability to fulfill customer commitments, trigger contract terminations or liability, and impair our

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competitiveness.

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We depend on multiple forms of transportation and transportation routes. Logistics can be disrupted by weather, strikes or lockouts,

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inadequate infrastructure or port capacity, hostilities, terrorism, or other events, and transportation costs can be volatile. Any of these

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Disruptions or capacity constraints at our manufacturing and operating facilities could delay deliveries, increase costs, damage

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customer relationships, and limit our ability to meet demand for our products and services, and planned capacity expansions

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may not result in the benefits we expect if demand does not meet expectations. We depend on our global production and operating

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import/export restrictions, significant public health or safety events, severe weather or natural disasters, financial distress, unplanned

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dynamics can interrupt our operations, with risks heightened in certain emerging markets.

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We also rely on our production facilities for critical components. If disturbances at these locations prevent us from producing sufficient

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A significant event affecting any of our production or operating facilities, particularly when capacity is at or near full utilization or alternative

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sites are unavailable, may disrupt our ability to supply customers, require us to defer or decline orders, or cause late deliveries. Expanding

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our capacity to meet current or future demand or support new products requires significant capital investment and lead time and may be

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Removed paragraphs (1148)

Previous report

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

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

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

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

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quality issues or safety failures.

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

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

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

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

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

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

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

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decarbonization, which can pose risks in addition to opportunities.

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

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

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cash flows, financial condition, and prospects.

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

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

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

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

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

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

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

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

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

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suspension of operations, and reputational harm.

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

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

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

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and our operations and financial results could be adversely affected.

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

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

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

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

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

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

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•Our stock price may fluctuate significantly.

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Risks Relating to Our Business and Our Industry

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

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

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

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Quality issues among our products, solutions, and services could cause us to incur significant costs, reduce demand for our

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

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death, widespread power outages, suspension of power production or operations, delivery delays, environmental impacts, or other

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

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Actual or perceived design, production, performance, or other quality issues in new introductions or existing product lines have resulted and

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

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and reputational risks. We rely on third-party suppliers, contract manufacturers, service providers, and commodity markets for raw

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

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transportation and logistics challenges, and manufacturing disruptions that affect revenues, profitability, cash flow, and on-time fulfillment.

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

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public health emergencies, increased tariffs or trade restrictions, or other business continuity events. Supplier nonperformance or

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

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factors could impede our ability to deliver quality products, solutions, and services and have a material adverse effect on our results of

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

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network to develop, manufacture, assemble, supply, and service our offerings. Disruptions such as work stoppages, labor shortages,

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

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downtime, manufacturing deviations or quality issues, production constraints, equipment failures, cybersecurity attacks, and geopolitical

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

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quantities, we may need to source more from external suppliers, which could introduce delays, quality control issues, or additional costs.

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

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are based on estimates and assumptions that are inherently uncertain and subject to business, economic, and competitive factors. If we

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

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of our customers in connection with significant contracts for the sale of products. Profitability under these agreements, particularly in Gas

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an erosion of our competitive position.

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excess costs, inventory build (including obsolescence), lower profit margins and cash flows, loss contracts, and erosion of our competitive

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

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innovations in production techniques, we could experience lower revenues, price erosion, reduced margins, and forgone growth

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

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

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

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

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

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Strategic transactions may expose us to risks and uncertainties, including competition driving higher prices or less favorable terms; delays,

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•rulings by antitrust or other regulatory bodies;

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capital and financing availability and cost; antitrust or other regulatory reviews, conditions, or adverse rulings; legacy noncompliance or

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

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Assessments and assumptions supporting a transaction may prove incorrect, and actual outcomes may differ significantly from

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

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provisions of the Separation and Distribution Agreement described under “Certain Relationships and Related Person Transactions—

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

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risks that could impose additional costs and obligations, cause reputational harm and adversely affect our business, results of

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

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operations, cash flows, financial condition, or prospects. We have entered, and expect to continue entering, into joint ventures for

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

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manufacturing, commercial operations, and project development and funding, and into consortium arrangements to perform projects. These

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

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assume responsibility for contract breaches, or take on additional financial or operational obligations, which may expose us to credit risk.

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

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(including financial obligations and termination rights), or ownership and control of intellectual property developed in the arrangement. We

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

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responsibilities. These arrangements may also restrict our access to cash flows or assets of a joint venture, and some joint ventures are

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

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cash flows, financial condition, or prospects.

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

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

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

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prohibitions on financing for fossil fuel–based projects), macroeconomic conditions, changes in law or policy, disputes, or other delays. If a

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

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

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

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and limit our ability to secure new contracts or business opportunities. Our commercial relationships and competitive positioning rely

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

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competitive terms. Adverse rating actions may also reduce our ability to secure new contracts and business opportunities and limit our

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

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performance failures; unforeseen site conditions; rejection or termination clauses in contracts that reduce revenue or increase costs;

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

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pay liquidated or other damages for failure to meet schedule or performance requirements; difficulties engaging or overseeing third‑party

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•modifications to projects that create unanticipated costs or delays.

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project modifications or change orders that create unanticipated costs or delays and potential claims or disputes. Any of these factors can

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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

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We may not be able to access the capital and credit markets or obtain other financing on terms that are favorable to us, or at all.

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other financing instruments for certain transactions. We have a $3.0 billion committed credit facility and a $3.0 billion committed trade

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liquidity and increase borrowing costs. Although we maintain a $3.0 billion committed credit facility and a $3.0 billion committed trade

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availability or cost of capital, including domestic or international economic conditions, increases in key benchmark interest rates and/or

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beyond our control, including domestic and international economic conditions, increases in benchmark interest rates and credit spreads,

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In addition, large energy projects may require co-financing of projects through project development loans, structured debt financing or

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customers’ projects often require co-financing through project development loans, structured debt, or equity investments. Such financing

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our earnings, cash flows, and returns. The termination of, expiration of, or exhaustion of funding capacity or commitments available to us

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financial results, cash flows, and returns.

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increase our cost of doing business or disrupt our operations. Natural disasters, fires, tornadoes, tsunamis, hurricanes, earthquakes,

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asset underperformance could adversely affect our earnings, cash flows, and financial condition.
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business, results of operations, cash flows, and financial condition.

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

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

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

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

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operations, cash flows, and financial condition.

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

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

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business and have a material adverse effect on our results of operations.

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this Annual Report on Form 10-K.