Cover and table of contents

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)

Delaware				92-2646542
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
58 Charles Street,	Cambridge,	MA		02141
(Address of principal executive offices)				(Zip Code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	GEV	New York Stock Exchange

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):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐
Emerging growth company	☐

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

					Page
Forward-Looking Statements					3
Part I					4
	Item 1. Business				4
	Item 1A. Risk Factors				10
	Item 1B. Unresolved Staff Comments				31
	Item 1C. Cybersecurity				31
	Item 2. Properties				32
	Item 3. Legal Proceedings				33
	Item 4. Mine Safety Disclosures				33
Part II					34
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities				34
	Item 6. [Reserved]				34
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations				34
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk				47
	Item 8. Financial Statements and Supplementary Data				49
		Auditor's Report			49
		Consolidated and Combined Statement of Income (Loss)			51
		Consolidated and Combined Statement of Financial Position			52
		Consolidated and Combined Statement of Cash Flows			53
		Consolidated and Combined Statement of Comprehensive Income (Loss)			54
		Consolidated and Combined Statement of Changes in Equity			55
		Note	1	Organization and Basis of Presentation	56
		Note	2	Summary of Significant Accounting Policies	57
		Note	3	Dispositions and Businesses Held for Sale	61
		Note	4	Current and Long-Term Receivables	62
		Note	5	Inventories, Including Deferred Inventory Costs	62
		Note	6	Property, Plant, and Equipment	63
		Note	7	Leases	63
		Note	8	Acquisitions, Goodwill, and Other Intangible Assets	64
		Note	9	Contract and Other Deferred Assets & Contract Liabilities and Deferred Income	64
		Note	10	Current and All Other Assets	65
		Note	11	Equity Method Investments	66
		Note	12	Accounts Payable and Equipment Project Payables	67
		Note	13	Postretirement Benefit Plans	67
		Note	14	Current and All Other Liabilities	72
		Note	15	Income Taxes	72
		Note	16	Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock	75
		Note	17	Share-Based Compensation	76
		Note	18	Earnings Per Share Information	77
		Note	19	Other Income (Expense) – Net	77
		Note	20	Financial Instruments	77
		Note	21	Variable Interest Entities (VIEs)	80
		Note	22	Commitments, Guarantees, Product Warranties, and Other Loss Contingencies	80
		Note	23	Restructuring Charges and Separation Costs	81
		Note	24	Related Parties	82
		Note	25	Segment and Geographical Information	83
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure				86
	Item 9A. Controls and Procedures				86
	Item 9B. Other Information				86
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections				86
Part III					87
	Item 10. Directors, Executive Officers, and Corporate Governance				87
	Item 11. Executive Compensation				87
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters				87
	Item 13. Certain Relationships and Related Transactions and Director Independence				87
	Item 14. Principal Accountant Fees and Services				87
Part IV					88
	Item 15. Exhibits and Financial Statement Schedules				88
	Item 16. Form 10-K Summary				89
Signatures					90

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