GE Vernova 10-K 2024-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41966

GE Vernova Inc.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code) (617) 674-7555

Securities Registered Pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and

"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of

its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public

accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the outstanding common equity of the registrant not held by affiliates as of the last business day of the

registrant’s most recently completed second fiscal quarter (June 28, 2024) was approximately $47.1 billion. There were 275,900,754 shares

of common stock with a par value of $0.01 outstanding at January 15, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement relating to the registrant's 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation

14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this

Annual Report on Form 10-K to the extent described therein.

TABLE OF CONTENTS

2024 FORM 10-K 3

FORWARD-LOOKING STATEMENTS. This annual report contains forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include

words such as “believe”, “expect”, “guidance”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or

similar expressions. These forward-looking statements include, among others, statements about the benefits GE Vernova Inc. (the

Company, GE Vernova, our, we, or us) expects from our lean operating model; our expectations regarding the energy transition; the

demand for our products and services; our expectations of future increased business, revenues, and operating results; our ability to

innovate and anticipate and address customer demands; our ability to increase production capacity, efficiencies, and quality; our

underwriting and risk management; the experiences we believe we are gaining across our Haliade-X backlog related to installation

timelines and related remediation plans; benefits we expect to receive from the Inflation Reduction Act of 2022 (IRA); current and future

customer orders and projects; our actual and planned investments, including in research and development, capital expenditures, joint

ventures and other collaborations with third parties; our ability to meet our sustainability goals and targets; levels of global infrastructure

spending; government policies that further or limit the global energy transition; our expected cash generation; our capital allocation

framework, including share repurchases and dividends; our restructuring programs and strategies to reduce operational costs; our ability to

novate or assign credit support provided by General Electric Company; disputes, litigation, arbitration, and governmental proceedings

involving us; the sufficiency and expected uses of our cash, liquidity, and financing arrangements; and our credit ratings.

Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are

subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or achievements to differ materially

from current expectations. Some of the risks, uncertainties, and other factors that may cause actual results to differ materially from those

expressed or implied by forward-looking statements include the following:

• Our ability to successfully execute our lean operating model;

• Our ability to innovate and successfully identify and meet customer demands and needs;

• Our ability to successfully compete;

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

essential to our business;

• Significant disruptions to our manufacturing and production facilities and distribution networks;

• Changes in government policies and priorities that reduce funding and demand for energy equipment and services;

• Shifts in demand, market expectations, and other dynamics related to energy, electrification, decarbonization, and sustainability;

• Global economic trends, competition, and geopolitical risks, including conflicts, trade policies, and other constraints on economic

activity;

• Product quality issues or product or safety failures related to our complex and specialized products, solutions, and services;

• Our ability to obtain required permits, licenses, and registrations;

• Our ability to attract and retain highly qualified personnel;

• Our ability to develop, deploy, and protect our intellectual property rights;

• Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic

investments, and other priorities;

• Our ability to successfully identify, complete, integrate, and obtain benefits from any acquisitions, joint ventures and other

investments;

• The price, availability, and trading volumes of our common stock;

• Downgrades of our credit ratings or ratings outlooks;

• The amount and timing of our cash flows and earnings;

• Our ability to meet our sustainability goals;

• The impact from cybersecurity or data security incidents;

• Changes in law, regulation, or policy that may affect our businesses and projects, or impose additional costs;

• Natural disasters, weather conditions and events, public health events, or other emergencies;

• Tax law and policy changes;

• Adverse outcomes in legal, regulatory, and administrative proceedings, actions, and disputes; and

• Other changes in macroeconomic and market conditions and volatility.

These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking

statements, and these and other factors are more fully discussed elsewhere in this Annual Report on Form 10-K, including in Item 1A. "Risk

Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," as may be updated from

time to time in our Securities and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls.

We do not undertake any obligation to update or revise our forward-looking statements except as may be required by law or regulation.

2024 FORM 10-K 4

PART I

INTRODUCTION. GE Vernova Inc. (the Company, GE Vernova, our, we, or us) is a global leader in the electric power industry, with

products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service

technologies to create a more reliable, secure, and sustainable electric power system, enabling electrification and decarbonization,

underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, positioned with a unique scope

and scale of solutions to help accelerate the energy transition, while servicing and growing our installed base and strengthening our own

profitability and stockholder returns. We have a strong history of innovation, which is a key strength enabling us to meet our customers’

needs.

The breadth of our portfolio also enables us to provide an extensive range of technologies and integrated solutions to help advance our

customers’ energy and sustainability goals. Our installed base generates approximately 25% of the world’s electricity. We build, modernize,

and service power systems to help our customers electrify their operations and economies, meet power demand growth, improve system

reliability and resiliency, and navigate the energy transition through limiting and reducing emissions. The portfolio of equipment and

services that we deliver is diversified across technology types and is adaptable based on electric power market conditions and demand.

GE Vernova Inc. is a Delaware corporation with corporate headquarters in Cambridge, Massachusetts. On April 2, 2024, General Electric

Company (GE), which now operates as GE Aerospace, completed the previously announced spin-off (the Spin-Off) of GE Vernova. In

connection with the Spin-Off, GE distributed all of the shares of our common stock to its stockholders and we became an independent

company. See Note 1 in the Notes to the consolidated and combined financial statements for further information regarding the Spin-Off.

COMPANY STRATEGY. GE Vernova is positioned as an industry leader to fulfill the growing demand for electrical power, while driving

the energy transition forward. Our focus is on supplying our customers with products and services necessary to deliver reliable, affordable,

and sustainable electricity. We expect significant growth in demand for the offerings we provide to the electric power industry.

Our company strategy is focused on:

• Delivering on global sustainability, by developing, providing, and servicing technologies that enable electrification and

decarbonization.

• Maintaining and enhancing strong relationships with many of the leading and largest utilities, developers, governments, and

electricity users.

• Servicing the existing installed base and delivering new technologies and processes, which improve customer outcomes while

driving increased profitability and cash flow.

• Improving margins and lowering risk through better underwriting.

• Streamlining our product portfolio to focus on core workhorse products, which will improve both cost and quality going forward.

• Using Lean to improve our cost structure and productivity levels across our business and corporate functions.

• Innovating and investing, along with third parties, in new offerings and technologies that will help customers electrify and

decarbonize the world.

• Allocating capital as a whole and within our various businesses – focused on generating cash flow to enable attractive stockholder

returns, with a commitment to return at least 1/3 of our free cash flow* to our stockholders.

SUSTAINABILITY. As a company whose technology base helps generate approximately 25% of the world’s electricity, our integration of

sustainability into our core business strategy and culture reflects our strategic imperative to electrify and decarbonize the world and to play

a crucial role in the energy transition. Our sustainability framework is guided by our commitment to help the energy sector address the

energy trilemma of reliability, affordability, and sustainability.

To operationalize this commitment, we have built the sustainability governance framework of “the Control Room.” The Control Room is led

by our Chief Sustainability Officer, who supervises a cross-functional, global team, and chairs our Sustainability Council. Further, we have a

Safety and Sustainability Committee of the Board of Directors, which guides and oversees our sustainability goals, impacts, risks, and

efforts. Our operational efforts are aligned with our business strategy, the priorities of our stakeholders, our commitments, and our aim to

deliver innovative technologies to create a more sustainable electric power system.

The four pillars of our sustainability framework: Electrify, Decarbonize, Conserve, and Thrive:

• Electrify: Catalyze access to more secure, sustainable, reliable, and affordable electricity, while helping to drive global**

economic development. We seek to add power generation and grid capacity to strengthen current electricity infrastructure and

provide critical redundancy, support electrification in underserved regions, and encourage economic development.

• Decarbonize: Invent, deploy, and service technology to help decarbonize and electrify the world.** We seek to advance both

the near-term impact by improving the trajectory on carbon intensity and the long-term impact by deploying products that are

increasingly capable of lower carbon emissions once supporting infrastructure is deployed at scale.

• Conserve: Innovate more while using less.** We are working to reduce both our direct and indirect greenhouse gas emissions

and have set a goal to achieve carbon neutrality for our Scope 1 and Scope 2 emissions by 2030. We also support the transition

to a more circular economy and recognize the importance of critical raw materials and nature in our mission. We are working to

track 90% of our top products as part of our circularity framework by 2030, including principles such as eco-design.

• Thrive: Advance safe, responsible,** and inclusive working conditions in our operations and across our value chain. We

are committed to prioritizing safety, building and fostering an inclusive workplace globally and in the communities in which we

operate, promoting a culture of compliance and ethics, and advancing human rights across our supply chain.

*Non-GAAP Financial Measure

2024 FORM 10-K 5

The global shift towards a variety of energy sources, evolving and increased environmental regulations and requirements, and climate

change effects, present both challenges and opportunities that may impact our business. See Item 1A. "Risk Factors" for further information

about these risks.

COMPETITION. We believe GE Vernova's businesses' ability to supply the electric power industry with a broad array of advanced

technologies for an intelligent, sustainable power system that help customers accelerate the energy transition is a key differentiator among

various of our competitors. Due to increasing demand exceeding available capacity for products and services that supply the electrical

power industry, we face growing competition from emerging threats. The continuing ability to reduce cycle times and ensure available

capacity is expected to allow us to remain competitive as demand for our products and services grows significantly. In addition, continued

investment in our products and services and emerging technologies is necessary for us to successfully compete and deliver economic

value and performance to our customers through efficiency, reliability, and affordability.

Our businesses operate in highly competitive markets. We compete based on product performance, quality, branding, service and/or price

across the industries and geographies served. Various companies compete with us across single or multiple products and services.

Key Power segment co

Showing the first 8K of 129K characters. Open the full section

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

Showing the first 8K of 92K characters. Open the full section

the Spin-Off.

GE Vernova has processes for assessing, identifying, and managing cybersecurity risks that are built into our risk management program

and IT functions. These processes are designed to help protect our information assets from internal and external cyber threats, protect

employee information from unauthorized access or attack, and secure our networks, systems, and products. We have developed and

implemented a cybersecurity framework intended to assess, identify, and manage risks from threats to the security of our information,

systems, products, and networks using a risk-based approach. The framework is informed in part by industry standards such as the

National Institute of Standards and Technology (NIST) Cybersecurity Framework and International Organization for Standardization 27001

(ISO 27001) Framework. This approach does not imply that GE Vernova meets all technical standards, specifications, or requirements

under the NIST Cybersecurity Framework or ISO 27001.

2024 FORM 10-K 32

Our key cybersecurity processes include:

• Risk-based controls for information systems and information on our network.** We seek to maintain an IT infrastructure that

implements physical, administrative, and technical controls that are calibrated based on risk and designed to protect the

confidentiality, integrity, and availability of our information systems and information stored on the Company’s networks, including

customer information, employee information, IP, and proprietary information.

• Cybersecurity incident response plan and testing.** We have a cybersecurity incident response plan and a dedicated team to

respond to cybersecurity incidents. When a cybersecurity incident occurs or a vulnerability is identified, GE Vernova has cross-

functional teams that are responsible for leading the initial assessment of priority and severity. External experts may also be

engaged as appropriate. GE Vernova’s cybersecurity team assists in responding to incidents depending on severity levels and

seeks to improve our cybersecurity incident management plan through periodic tabletops or simulations at the enterprise and

business levels.

• Training.** We provide security awareness training to help employees understand their information protection and cybersecurity

responsibilities. We also provide additional role-based training to applicable employees based on customer requirements,

regulatory obligations, and industry risks.

• Supplier risk assessments.** We have implemented a third-party risk management process that includes expectations regarding

information protection and cybersecurity. That process, among other things, provides for GE Vernova to perform cybersecurity

assessments on certain suppliers based on their risk profile and a related rating process. GE Vernova also seeks contractual

commitments from key suppliers to appropriately secure and maintain their IT systems and protect our information that is

processed on their systems.

• Third-party assessments.** We have third-party cybersecurity companies engaged to periodically assess GE Vernova’s

cybersecurity posture and assist in identifying and remediating risks from cybersecurity threats.

GE Vernova considers cybersecurity, along with other top risks, within our enterprise risk management framework. The enterprise risk

management framework includes internal reporting at the enterprise level with consideration of key risk indicators, trends, and

countermeasures for cybersecurity and other types of significant risks. GE Vernova does not believe that there are currently any known

incidents from cybersecurity threats that are reasonably likely to materially affect GE Vernova or its business strategy, results of operations,

or financial condition. As is the case for all large, global companies, we face certain ongoing risks from cybersecurity threats that, if

realized, are reasonably likely to materially affect the Company, including our operations, business strategy, results of operations, or

financial condition. See Item 1A. "Risk Factors—Risks Relating to Technology and Intellectual Property" for further information about these

risks. 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 increase our overall cyber risk given the degree of our interconnectedness with these third

parties and the potential impact on our outsourced functions that could be caused by an attack on them.

The Audit Committee of the GE Vernova’s Board of Directors is responsible for board-level oversight of cybersecurity risk, and the Audit

Committee reports back to the full Board about this and other areas within its responsibility. As part of its oversight role, the Audit

Committee receives reporting about GE Vernova’s practices, programs, notable threats or incidents, and other developments related to

cybersecurity throughout the year, including through periodic updates from our Chief Information Security Officer (CISO). The Audit

Committee also receives information about cybersecurity risks as part of GE Vernova’s enterprise risk management framework and

reporting. In addition to receiving reports from the Audit Committee, the Board also periodically receives direct reports from the CISO on the

Company's cybersecurity risk management.

GE Vernova’s CISO reports to GE Vernova’s Chief Information Officer and leads our overall cybersecurity function. The CISO has over 20

years of experience in managing and leading IT or cybersecurity teams and participates in various cyber security organizations. The CISO

collaborates with business unit CISOs to identify and analyze cybersecurity risks to GE Vernova; consider industry trends; implement

controls, as appropriate and feasible, to mitigate these risks; and enable business leaders to make risk-based business decisions that

implicate cybersecurity considerations. The CISO meets with senior leadership to review and discuss GE Vernova’s cybersecurity program,

including emerging cyber risks, threats, and industry trends. The CISO also supervises efforts to prevent, detect, mitigate, and remediate

cybersecurity risks and incidents through various means, including by collaborating with internal security personnel and business

stakeholders, and incorporating threat intelligence and other information obtained from governmental, public, or private sources to inform

our cybersecurity technologies and processes.

and 95 countries. Approximately 85% of the sites are leased and 15% are owned. GE Vernova periodically reviews the portfolio of facilities

for opportunities to optimize and best align our footprint needs.

Within this portfolio of properties, GE Vernova's subsidiaries operate 91 manufacturing sites, 18 of which are located in the U.S. and 73 are

located internationally. The manufacturing facilities are used by GE Vernova's segments as follows:

2024 FORM 10-K 33

The locations of GE Vernova's manufacturing locations by geographic region are as follows:

In addition to the manufacturing facilities described above, GE Vernova maintains many offices, warehouses, and distribution facilities

globally.

Many of our facilities serve several of our businesses and may be used for multiple purposes, such as for administration, sales, research,

laboratory matters, manufacturing, and service operations. We consider our facilities suitable and adequate for their respective purposes

and do not anticipate difficulty in renewing existing leases as they expire or finding alternative facilities if necessary.

administrative proceedings arising under laws that regulate the discharge of materials into the environment where a governmental authority

is a party and that involve potential monetary sanctions of $300,000 or greater. In March 2024, one of our Australian subsidiaries received

notice from the Australian Department of Climate Change, Energy, the Environment and Water (DCCEEW) of its intention to issue

infringement notices imposing administrative fines on the subsidiary for importing equipment containing SF6 gas without an equipment

license, as required by local law related to synthetic greenhouse gas management and seek a court order to impose civil penalties for

delinquent reporting under such law. The applicable local law regulates the import to Australia of synthetic greenhouse gases in equipment,

including certain of our switchgear products, and our subsidiary had neglected to renew the import license required under the law. We

responded to DCCEEW, and following discussions with the agency, paid approximately $0.3 million in fines in connection with the

infringement notices during the three months ended June 30, 2024. Discussions with DCCEEW regarding a court-issued civil penalty order

are pending and we expect additional fines and related costs associated with such order may be more than $300,000. See Note 22 in the

Notes to the consolidated and combined financial statements for additional information relating to legal matters.

2024 FORM 10-K 34

PART II

PURCHASES OF EQUITY SECURITIES.

GE Vernova common stock is listed on the New York Stock Exchange under the ticker symbol "GEV." As of January 15, 2025, there were

approximately 175,000 stockholders of record.

The annual changes for the four-quarter period shown in the above graph are based on the assumption that $100 had been invested in GE

Vernova common stock, the Standard & Poor’s 500 Stock Index (S&P 500) and the Standard & Poor’s 500 Industrials Stock Index (S&P

Industrial) on April 2, 2024, and that all quarterly dividends were reinvested. On April 2, 2024, the Company began trading as an

independent, publicly traded company under the stock symbol “GEV” on the New York Stock Exchange. The cumulative dollar returns

shown on the graph represent the value that such investments would have had on the date indicated.

On December 10, 2024, the Board of Directors declared a $0.25 per share quarterly dividend on the outstanding common stock of the

Company, which we paid on January 28, 2025 to stockholders of record as of December 20, 2024. The Company currently expects

quarterly dividends to continue in future periods, although they remain subject to determination and declaration by the Board of Directors.

The payment of future dividends, if any, will be based on several factors, including the Company’s financial performance, outlook and

liquidity.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. On December 10, 2024, we

announced that the Board of Directors had authorized up to $6 billion of common stock repurchases. We repurchased 8 thousand shares

for $3 million during the three months ended December 31, 2024 under this authorization.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction

with our consolidated and combined financial statements, which are prepared in conformity with U.S. generally accepted accounting

principles (GAAP), and corresponding notes included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis

provides information that management believes to be relevant to understanding the financial condition and results of operations of the

Company for the years ended December 31, 2024 and 2023. Unless otherwise noted, tables are presented in U.S. dollars in millions,

except for per-share amounts which are presented in U.S. dollars. Certain columns and rows within tables may not add due to the use of

rounded numbers. Percentages presented in this report are calculated from the underlying numbers in millions. Unless otherwise noted,

statements related to changes in operating results relate to the corresponding period in the prior year. Refer to the "Management's

2024 FORM 10-K 35

Discussion and Analysis of Financial Condition and Results of Operations" included in the Information Statement for discussions of results

for the years ended December 31, 2023 versus 2022.

In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial

data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP

financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most

directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."

TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a

number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in

Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like

decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions.

These trends, along with the growing focus on the digitization and sustainability of the electricity infrastructure, drive growth across each of

our business segments. We believe that our industry-defining technologies and commitment to innovation position us well to capitalize on

these long-term trends:

• Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet

forecasted energy demand growth arising from population and global economic growth.

• Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and

efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.

• Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon

energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient and affordable

system.

*•*Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have

increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of

energy sources.

• Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the

need to update aging infrastructure with new grid integration and automation solutions.

• Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and

subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory

changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.

• Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and

deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic

initiatives.

TRANSITION TO STAND-ALONE CO****MPANY

Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates

as GE Aerospace, on April 2, 2024 (the Spin-Off). In connection with the Spin-Off, GE distributed all of the shares of our common stock to

its stockholders and we became an independent company. Historically, as a business of GE, we relied on GE to manage certain of our

operations and provide certain services, the costs of which were either allocated or directly billed to us. Accordingly, our historical costs for

such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company and may

not reflect our results of operations, financial position, and cash flows had we been a separate, stand-alone company during the historical

periods presented. See Note 1 in the Notes to the consolidated and combined financial statements for further information.

Stand-Alone Company Expenses. As a result of the Spin-Off, we are subject to the requirements of the federal and state securities laws

and stock exchange requirements. We have established additional procedures and practices as a stand-alone public company. As a result,

we are incurring additional costs related to external reporting, internal audit, treasury, investor relations, corporate governance, and stock

administration.

Production Tax Credit Investments. Our Financial Services business offers a wide range of financial solutions to customers and projects

that utilize our Power and Wind products and services. These solutions historically included making minority investments in projects, often

through common or preferred equity investments where we generally seek to exit as soon as practicable once a project achieves

commercial operation. Many such investments are in renewable energy U.S. tax equity vehicles that generate various tax credits, including

production tax credits (PTCs), which can be used to offset an equity partner’s tax liabilities in the U.S. and support the overall target return

on investment. In connection with the Spin-Off, GE retained all renewable energy U.S. tax equity investments of $1.2 billion and any tax

attributes from historical tax equity investing activity. We manage these investments under the Framework Investment Agreement with GE.

Additionally, during the second quarter, in connection with GE retaining the renewable energy U.S. tax equity investments, we recognized a

$0.1 billion benefit, recorded in Cost of equipment, related to deferred intercompany profit from historical equipment sales to the related

investees. See Notes 11, 21 and 23 in the Notes to the consolidated and combined financial statements for further information.

DISPOSITION ACTIVITY**.** During the second quarter of 2024, our Steam Power business completed the sale of part of its nuclear

activities to Electricité de France S.A. (EDF). In connection with the disposition, we received net cash proceeds of $0.6 billion, which is

subject to customary working capital and other post-closing adjustments. As a result, we recognized a pre-tax gain of $1.0 billion recorded

in Other income (expense) – net in our Consolidated and Combined Statement of Income (Loss). See Notes 3, 15, 16 and 19 in the Notes

to the consolidated and combined financial statements for further information.

ARBITRATION REFUND**.** In June 2024, we received $306 million in cash, which represented the return of cash payments we

previously made relating to two partial withdrawal liability assessments issued by a multiemployer pension plan (Fund) to which we

contribute, plus interest on such amounts. We challenged the assessments in arbitration, but under ERISA, we were required to make

2024 FORM 10-K 36

monthly payments from May 2019 to September 2023 while the matter was arbitrated. In December 2023, an arbitrator ruled that we were

exempt from the alleged liability, a decision that was appealed in January 2024 in a U.S. district court. That court upheld the arbitration

ruling in February 2025. The appeal period for that court's ruling has not expired. The arbitration ruling triggered a legal obligation for the

Fund to return the payments to us with interest, which it did in June 2024. During the second quarter, $254 million of cash, constituting the

payments previously made to the Fund, was recorded in Selling, general, and administrative expenses and $52 million of cash, constituting

interest on such amounts, was recorded in Interest and other financial charges – net in our Consolidated and Combined Statement of

Income (Loss). As this dispute is not yet resolved, we cannot predict its ultimate resolution, including whether we will retain the funds

following all final appeals, whether we are entitled to additional interest, or whether the Fund may contend it is owed interest if it prevails.

OFFSH****ORE WIND. On July 13, 2024, a wind turbine blade event occurred, related to a manufacturing deviation, at the Vineyard Wind

offshore wind farm where we are the manufacturer and supplier of our newly developed Haliade-X 220m wind turbines (Haliade-X). On July

15, 2024, BSEE issued a suspension order to cease power production and the installation of new wind turbines at the project site. On

August 10, 2024, BSEE issued a superseding order allowing us to resume the installation of towers and nacelles, subject to certain

conditio

Showing the first 8K of 80K characters. Open the full section

primarily from the effect of fluctuations in foreign currency exchange rates, interest rates, and commodity prices. These exposures are

managed and mitigated with the use of financial instruments, including derivatives contracts. We apply policies to manage these risks,

including prohibitions on speculative activities.

Foreign Exchange Risk. As a result of our global operations, we generate and incur a significant portion of our revenues and expenses in

currencies other than the U.S. dollar. Such principal currencies include the euro and British pound sterling. We are also exposed to the risk

of changes in foreign exchange rates due to our net investment in foreign operations. The effects from the foreign currency exchange rate

fluctuations on the translation of net amounts to the U.S. dollar, the reporting currency, are reflected in our equity position. See Note 2 in the

Notes to the consolidated and combined financial statements for further information regarding our net gains (losses) from foreign currency

transactions.

*Non-GAAP Financial Measure

2024 FORM 10-K 48

Foreign exchange rate risk is managed with a variety of techniques, including selective use of derivatives. It is our policy to minimize

currency exposures by conducting operations either within functional currencies or using the protection of hedging strategies. A 10%

increase in exchange rates against the U.S. dollar would have decreased our net income for the year ended December 31, 2024 by

approximately $0.1 billion. This analysis considered the net currency exposure of foreign currency denominated monetary items and

hedging instruments.

Interest Rate Risk. We are subject to interest rate risks in the ordinary course of our business. The level of our interest rate risk is

dependent on our debt exposure and capital structure and is sensitive to changes in the general level of interest rates. Historical

fluctuations in interest rates have not been significant for us; however, this may vary in the future as our capital structure changes.

Commodity Risk**.** Our operations require the use of various commodities. Fluctuations in the prices and availability of these commodities

can impact our cost of equipment sold and thus our profitability. To mitigate this risk, we have implemented various strategies, including

commercial actions, diversification of supplier base, and derivative instruments. We continuously monitor our exposure to commodity price

fluctuations and adjust our risk management strategies as necessary.

See Note 20 in the Notes to the consolidated and combined financial statements for further information regarding our risk exposures, our

use of derivatives, and the effects of this activity on our consolidated and combined financial statements.

2024 FORM 10-K 49

AUDITOR'S REPORT

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of GE Vernova Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated and combined statements of financial position of GE Vernova Inc. and subsidiaries (the

"Company") as of December 31, 2024, and 2023, the related consolidated and combined statements of income (loss), comprehensive

income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes

(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the

three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of

America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the

Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The

Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our

audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the

amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits

provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to

the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit

matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical

audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sales of services - Revenue recognition on certain Power long-term service agreements - Refer to Note****s 2 and 9 t****o the financial

statements

Critical Audit Matter Description

The Company enters into long-term service agreements with customers within its Power segment. These agreements require the Company

to provide preventative and routine maintenance services, outage services, and stand-by “warranty-type” services, which generally range

from 5 to 25 years. Revenue for these agreements is recognized using the percentage of completion method, based on costs incurred

relative to total estimated costs over the contract term. As part of the revenue recognition process, the Company estimates both customer

payments that are expected to be received and costs to perform maintenance services over the contract term. Key assumptions within

those estimates that require significant judgment from management include: (a) how the customer will utilize the assets covered over the

contract term, (b) the expected timing and extent of future maintenance and outage services, (c) the future cost of materials, labor, and

other resources, and (d) forward looking information concerning market conditions.

Given the complexity involved with evaluating the estimates, which includes significant judgment necessary to estimate future costs,

auditing management’s key assumptions within the estimates required a high degree of auditor judgment and extensive audit effort,

including the involvement of professionals with specialized skills and industry knowledge.

How the Critical Audit Matter Was Addressed in the Audit

Our auditing procedures over the estimates and key assumptions described above related to the amount and timing of revenue recognition

of the long-term service agreements, within the Power segment, included the following, among others:

• We evaluated management’s risk assessment process through observation of key meetings, including inspection of

documentation, addressing contract status and current market conditions.

• We evaluated the appropriateness and consistency of management’s methods and key assumptions to develop cost estimates,

including expected timing and extent of future maintenance and outage services as well as the future cost of materials, labor and

other resources, all of which impact contract margin.

• We tested management’s utilization assumptions for timing and extent of future maintenance and overhaul services projected for

the contract term by comparing current estimates to historical information and forward-looking market conditions.

2024 FORM 10-K 50

• We tested management’s process for estimating the timing and amount of costs associated with maintenance, outage, and other

major events throughout the contract term, including comparing estimates to historical cost experience, performing a retrospective

review, performing analytical procedures, and utilizing specialists to evaluate engineering studies used by the Company to

estimate the useful life of capital parts of certain installed equipment.

2024 FORM 10-K 51

Showing the first 8K of 181K characters. Open the full section

DISCLOSURE. None.

Management’s Discussion of Financial Responsibility. Management is responsible for the preparation of the consolidated and

combined financial statements and related information that are presented in this report. The consolidated and combined financial

statements, which include amounts based on management’s estimates and judgments, have been prepared in conformity with U.S.

generally accepted accounting principles.

The Company designs and maintains accounting and internal control systems to provide reasonable assurance that assets are

safeguarded against loss from unauthorized use or disposition, and that the financial records are reliable for preparing consolidated and

combined financial statements and maintaining accountability for assets. These systems are enhanced by policies and procedures, an

organizational structure providing division of responsibilities, careful selection and training of qualified personnel, and a program of internal

audits.

The Board of Directors, through its Audit Committee, which consists entirely of independent directors, meets periodically with management,

internal auditors, and our independent registered public accounting firm to ensure that each is meeting its responsibilities and to discuss

matters concerning internal controls and financial reporting. Deloitte and Touche LLP and the internal auditors each have full and free

access to the Audit Committee.

Management's Annual Report on Internal Control Over Financial Reporting. This Annual Report does not include a report of

management's assessment regarding internal control over financial reporting or an attestation report of our registered public accounting

firm due to a transition period established by rules of the U.S. Securities and Exchange Commission for newly public companies.

Disclosure Controls. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls

and procedures as of December 31, 2024 and concluded that our disclosure controls and procedures were effective as of December 31,

Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial

reporting during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, its

internal control over financial reporting.

Disclosure provided pursuant to Item 5.02 of Form 8-K. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 31, 2025, GE Vernova Inc. (the

“Company”) and Rachel Gonzalez, Executive Vice President, General Counsel, and Secretary, entered into a Separation Agreement and

Release (the “Separation Agreement”). The Separation Agreement provides that Ms. Gonzalez will depart from the Company on May 16,

2025. She will continue to receive her current compensation and benefits until her separation.

The Separation Agreement further provides that if Ms. Gonzalez remains employed by the Company through May 16, 2025, or if prior to

May 16, 2025, the Company terminates her employment without cause, Ms. Gonzalez’s departure shall be treated as a termination without

cause, and subject to her timely execution upon her cessation of employment of a supplemental release of claims, Ms. Gonzalez will be

entitled to (i) a lump sum payment equal to eighteen (18) months of Ms. Gonzalez’s current base salary, (ii) contributions to the cost of

COBRA continuation for a period of eighteen (18) months, (iii) reimbursement of expenses reasonably incurred for relocation not to exceed

$150,000, (iv) consistent with Ms. Gonzalez’s employment offer letter with the Company, a pro-rated annual bonus for calendar year 2025

based on Company performance, and (v) consistent with the Company’s long-term incentive good leaver program: (x) continued vesting of

a pro-rated portion of each outstanding equity award over Company common stock held by Ms. Gonzalez, other than any award

designated as a one-time stock option grant, for at least one year from the applicable date of grant and (y) the right to exercise outstanding

options until the applicable option expiration date.

The preceding summary of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which is filed as

Exhibit 10.30 to this Annual Report on Form 10-K and is incorporated herein by reference.

Director and Officer Trading Arrangements. None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange

Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as

defined in Item 408(c) of Regulation S-K) during the three months ended December 31, 2024.

2024 FORM 10-K 87

PART III

respect to executive officers, directors, corporate governance, code of ethics, insider trading policies and procedures, and compliance with

Section 16(a) of the Exchange Act will be presented in the 2025 Proxy Statement in the sections titled “Election of Directors.” “Corporate

Governance,” “Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and such information is incorporated

herein by reference.

presented in the 2025 Proxy Statement under the section titled “Executive Compensation” and the section titled “Director Compensation,”

and such information (other than the subsection titled “Compensation Committee Report," which is deemed furnished herein by reference,

and the subsection "Pay Versus Performance") is incorporated herein by reference.

STOCKHOLDER MATTERS. Information required by this item regarding security ownership of certain beneficial owners and

management and related stockholder matters, as well as equity compensation plan information, will be presented in the 2025 Proxy

Statement under the sections titled “Stock Ownership Information” and “Equity Compensation Plan Information,” and such information is

incorporated herein by reference.

required by this item regarding certain relationships and related transactions and director independence will be presented in the 2025 Proxy

Statement under the sections titled “Certain Relationships and Related-Party and Other Transactions” and “Other Governance Policies and

Practices,” and such information is incorporated herein by reference.

and services of our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), will be presented in the 2025 Proxy Statement under

the sections titled “Independent Auditor,” and such information is incorporated herein by reference.

2024 FORM 10-K 88

PART IV

FINANCIAL STATEMENTS. See Item 8. "Financial Statements and Supplementary Data" for a listing of our financial statements.

FINANCIAL SCHEDULES. Schedules required by Regulation S-X (17 CFR 210) are omitted because they are either not applicable or

the financial information is already included within the financial statements or notes thereto.

2024 FORM 10-K 89

2024 FORM 10-K 90

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

GE Vernova Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.