GE Vernova Inc. (GEV) FY 2024 MD&A

Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — Offshore Wind" for further information.

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

business.

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.

"Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Parent

Company Credit Support" for information about the amounts of the parent company guarantees. For the obligations that remain outstanding

under GE credit support, we are required to indemnify GE against any amounts paid in connection with such GE credit support. Pursuant to

the Separation and Distribution Agreement, we are subject to certain restrictions and covenants with respect to contracts underlying GE

credit support under which GE or its subsidiaries remain liable, including a prohibition on certain amendments and on any disposition of

such contracts (including indirectly through dispositions of our subsidiaries). These provisions may restrict us from extending contracts, or

amending contracts in a manner which increases GE’s obligations under, outstanding GE credit support, or require us to obtain third-party

2024 FORM 10-K 30

credit support with respect to such obligations. In each case, these provisions could delay or prevent the accomplishment of our objectives

and adversely affect our business. In addition, so long as obligations remain outstanding under GE credit support, unless GE otherwise

consents, it will be a condition to any acquisition or change of control of GE Vernova that the acquiring person have the financial and

operational capacity to satisfy those obligations, have unsecured investment grade ratings, and agree to be bound by all the same

provisions applicable to us under the Separation and Distribution Agreement with respect to the GE credit support, or we, or such acquiring

person will be required to provide third-party credit support reasonably acceptable to GE with respect to such GE credit support. This

condition may discourage, delay, or prevent certain types of transactions involving an actual or a threatened acquisition, or change in

control of GE Vernova, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to

sell their shares of our common stock at a price above the prevailing market price. For more information on our obligations pertaining to the

GE credit support, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity—Parent

Company Credit Support” and “Certain Relationships and Related Person Transactions—Separation and Distribution Agreement—Credit

Support” in the Information Statement.

We or GE may fail to perform under various transaction agreements that were executed as part of the separation. In connection

with the separation, we and GE entered into various transaction agreements related to the Spin-Off. All of these agreements govern our

relationship with GE . We rely on GE to satisfy its performance obligations under these agreements. If we or GE are unable to satisfy our or

its respective obligations under these agreements, including indemnification obligations, our business, results of operations, cash flows,

and financial condition could be adversely affected. See “Certain Relationships and Related Person Transactions” in the Information

Statement.

Certain non-U.S. entities or assets that are part of our separation from GE were not transferred to us prior to the Spin-Off and

may not be at all. Certain non-U.S. entities and assets that were part of our separation from GE were not transferred prior to the Spin-Off

because the entities or assets, as applicable, were subject to foreign government or third-party approvals that we did not receive prior to

the Spin-Off. Such approvals included, but are not limited to, approvals to merge or separate, to form new legal entities (including obtaining

required registrations and/or licenses or permits), and to transfer assets and/or liabilities. Although most material transfers occurred without

delays beyond the Distribution Date, we cannot offer any assurance that such transfers will ultimately occur or not be delayed for an

extended period of time. Under the Separation and Distribution Agreement, the economic consequences of owning such assets and/or

entities are, to the extent reasonably possible and permitted by applicable law, provided to us. In the event such transfers do not ultimately

occur or are significantly delayed because we do not receive the required approvals, we may not realize all of the anticipated benefits of our

separation from GE and we may be dependent on GE for transition services for a longer period of time than would otherwise be the case.

Transfer or assignment to us of some contracts, joint ventures, and other assets required the consent of a third party. If such

consent is not given or if its requirement is used to obtain more favorable contractual terms, we may not be entitled to some or

all of the benefit of such contracts, joint ventures, investments, and other assets in the future. Transfer or assignment of some of

the contracts, joint ventures, and other assets in connection with the Spin-Off and change of control in the ownership structure following the

Spin-Off required the consent of a third party to the transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of

contracts, and we need to enter into a new agreement with the third party to replicate the existing contract or assign the portion of the

existing contract related to our business. While we endeavored to cause these contract and joint ventures transfers, assignments,

consents, and new agreements to be obtained prior to the Spin-Off, we were not able to obtain all required consents, or enter into all such

agreements, as applicable. Some parties may use the requirement of a consent to seek more favorable contractual terms from us, which

could require us to accept a lower economic benefit from the contract or joint venture, or include our having to obtain letters of credit or

other forms of credit support. If we are unable to obtain such consents or such credit support on commercially reasonable and satisfactory

terms, we may be unable to obtain some of the benefits, assets, and contractual commitments that are intended to be allocated to us as

part of the Spin-Off. In addition, where we do not intend to seek consent from third-party counterparties based on our understanding that no

consent is required, the third-party counterparties may challenge the transaction on the basis that the terms of the applicable commercial

arrangements require their consent. We may incur substantial litigation and other costs in connection with any such claims and, if we do not

prevail, our ability to use these assets could be adversely impacted.

We cannot provide assurance that all such required third-party consents and agreements will be procured or put in place. Consequently, we

may not realize certain of the benefits that are intended to be allocated to us as part of the Spin-Off.

Risks Relating to Our Common Stock and the Securities Market

Our stock price may fluctuate significantly. The market price of our common stock may fluctuate widely depending on many factors,

some of which may be beyond our control. The nature of our business and industry subject us, and our stock price, to volatility. Should the

market price of our shares drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against us

could cause us to incur substantial costs and could divert the time and attention of our management and other resources.

We may not achieve our target for returning our cash generation to our stockholders and the amounts we do return may be less

than planned. In December 2024, we announced our plan to return at least one-third of our cash generation to our stockholders. In

connection with that plan, our Board initiated a quarterly cash dividend of $0.25 per share of our common stock, which we paid in January

2025, and a share repurchase authorization of up to $6 billion. Our ability to return cash to our stockholders will depend on our earnings,

financial condition, cash requirements, other potential cash uses, prospects, and other factors. Further, the price, availability, and trading

volumes of our common stock will affect the timing and size of any share repurchases. As a result, we may not achieve our targeted level

for returning cash generation to our stockholders and any amounts we do return may be less than planned.

Holders of our common stock may be diluted due to equity issuances. In the future, holders of our common stock may be diluted

because of equity issuances for acquisitions, capital market transactions, or otherwise, including any equity awards that we will grant to our

directors, officers, and employees. We award our directors, officers, certain of our employees and others with stock-based awards as part

of our ongoing equity compensation program, and some of those persons also received stock-based awards from GE prior to the Spin-Off

that converted to our stock-based awards. Such awards will have a dilutive effect on our earnings per share, which could adversely affect

the market price of our common stock. We have and plan to issue additional stock-based awards, including annual awards, new hire

2024 FORM 10-K 31

awards, and periodic retention awards, as applicable, to our directors, officers, and other employees under our employee benefits plans as

part of our ongoing equity compensation program.

Certain provisions in our certificate of incorporation, bylaws, the Separation and Distribution Agreement, and Delaware law may

discourage takeovers and limit the power of our stockholders. Several provisions of our certificate of incorporation, bylaws, the

Separation and Distribution Agreement, and Delaware law may discourage, delay, or prevent a merger or acquisition. These include,

among others, provisions that (i) classify our board of directors until 2029 whereby not all members are elected at one time, which could

delay the ability of stockholders to change the membership of a majority of our board of directors; (ii) provide for the removal of directors

only for cause during the time the Board is classified; (iii) establish advance notice requirements for stockholder nominations and

proposals; (iv) limit the ability of stockholders to call special meetings or act by written consent; (v) provide the Board the right to issue

shares of preferred stock without stockholder approval; and (vi) provide for the ability of our directors, and not stockholders, to fill vacancies

on the Board (including those resulting from an enlargement of the Board). We are subject to Section 203 of the Delaware General

Corporation Law (DGCL), which could have the effect of delaying or preventing a change of control that our stockholders may favor. In

addition, we are subject to the restrictions on change of control transactions under 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.

These and other provisions of our certificate of incorporation, bylaws, the Separation and Distribution Agreement, and Delaware law, as

well as the restrictions in our Tax Matters Agreement (see “Certain Relationships and Related Person Transactions—Agreements with GE

—Tax Matters Agreement” in the Information Statement), may discourage, delay, or prevent certain types of transactions involving an actual

or a threatened acquisition or change in control of GE Vernova, including unsolicited takeover attempts, even though the transaction may

offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price. Our Board

believes these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to

negotiate with the Board and by providing the Board with more time to assess any acquisition proposal.

Our certificate of incorporation provides that certain courts in the State of Delaware or the federal district courts of the U.S. will

be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our

stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. Our

certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery located

within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action

asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent, or stockholder to us or our

stockholders, any action asserting a claim arising pursuant to the DGCL, the certificate of incorporation or the bylaws, or any action

asserting a claim governed by the internal affairs doctrine. However, if the Court of Chancery within the State of Delaware lacks jurisdiction

over such action, the action may be brought in another court of the State of Delaware or, if no court of the State of Delaware has

jurisdiction, then in the U.S. District Court for the District of Delaware. Additionally, our certificate of incorporation states that the foregoing

provision will not apply to claims arising under the Securities Act of 1933, as amended (Securities Act). Unless we consent in writing to the

selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of

any complaint asserting a cause of action arising under the Securities Act. The exclusive forum provisions will be applicable to the fullest

extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over

all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the

exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for

which the federal courts have exclusive jurisdiction. There is, however, uncertainty as to whether a court would enforce the exclusive forum

provisions, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Furthermore,

Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or

liability created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and, to

the fullest extent permitted by law, to have consented to the provisions of our certificate of incorporation described above. The choice of

forum provision may result in increased costs for investors to bring a claim. Further, the choice of forum provision may limit a stockholder’s

ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, other employees, or

stockholders, which may discourage such lawsuits against us and our directors, officers, other employees, or stockholders. However, the

enforceability of similar forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings. If a

court were to find the exclusive choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in

an action, we may incur additional costs associated with resolving such action in other jurisdictions.

ITEM 1B. UNRESOLVED STAFF COMMENTS. None.