Item 1. BUSINESS.

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 competitors include Siemens Energy, Mitsubishi Power, Westinghouse, Framatome, and Rolls-Royce.

Key Wind segment competitors include Vestas, Siemens-Gamesa, and Nordex.

Key Electrification segment competitors include Hitachi Energy, Siemens Energy, Siemens, Schneider Electric, Mitsubishi Electric, and

ABB.

SEGMENTS**.** We report three business segments that are aligned with the nature of equipment and services they provide, specifically

Power, Wind, and Electrification.

Power. Our Power segment serves power generation, industrial, government, and other customers worldwide with products and services

related to energy production. Our products and technologies harness resources such as natural gas, oil, diesel, water, and nuclear to

produce electric power and include gas and steam turbines, full balance of plant, upgrade, and service solutions.

Gas Power - offers a wide spectrum of heavy-duty and aeroderivative gas turbines for utilities, independent power producers, and

numerous industrial applications, ranging from small, mobile power to utility scale power plants. Gas Power also delivers maintenance and

service solutions across total plant assets and over their operational lifecycle.

Nu**clear Power - provides nuclear technology solutions for boiling water reactors including reactor design, reactor fuel and support services,

and the design and development of small modular reactors through joint ventures with Hitachi, Ltd.

Hydro Power - provides a portfolio of solutions and services for hydropower generation for both large hydropower plants and small

hydropower solutions.

Steam Power - offers a comprehensive range of steam turbine technologies and services primarily for nuclear power plants in North

America and coal-fired power plants, helping our customers deliver reliable energy, and supporting coal-fired plant customers transitioning

to a lower-carbon future.

We believe that gas power plays an essential role in the energy transition, serving as a fundamental source of reliable and dispatchable

power. Despite evolving market factors related to the energy transition, such as increased renewable energy penetration and new climate

change-related legislation and policies, we anticipate the gas power industry will grow over the next decade. We expect gas power

generation to increase at low-single digit rates, playing a critical role supporting load growth, maintaining grid stability, and energy security.

During the year ended December 31, 2024, GE Vernova's gas turbine installed base utilization was flat compared to the same period last

year. Growth in Asia from fewer outages and more HA units commissioned and higher utilization in the United States (U.S.) were offset by

Europe where increased nuclear, hydro, and renewable energy drove lower gas operations in the year. Global electricity demand increased

by low-single digits.

As of December 31, 2024, our fundamentals remained strong with approximately $73.4 billion in remaining performance obligations (RPO)

and a gas turbine installed base of approximately 7,000 units with approximately 1,700 units under long-term service agreements and an

average remaining contract life of approximately 10 years. As of December 31, 2024, we had 32 HA-Turbines in RPO, 30 being installed

and commissioned, and 115 HA-Turbines in our installed base with approximately 2.9 million operating hours.

We maintain a strong focus on our underwriting discipline and risk management to secure deals that meet our financial hurdles and ensure

we deliver confidently for our customers. Operating in emerging markets presents uncertainties in deal closures due to financing and other

complexities. Given the long-cycle nature of our business and the ongoing challenges from inflationary pressures, our Power segment has

proactively implemented lean initiatives to sustain cost productivity, collaborated closely with suppliers, and adjusted product and service

pricing in line with market demand, inflation, and industry dynamics.

We continue to invest in new product development. In Nuclear Power, we have an agreement with a customer for the deployment of small

modular nuclear reactor (SMR) technology, making it the first commercial contract of its kind in North America. SMRs have the potential to

reduce nuclear power plant costs and cycle times through their standardized and modularized design. In Gas Power, we are committed to

long-term investments to meet our growing demand from our customers by enhancing production capacity at existing factories to address

the increasing need for both equipment and services. We continue to invest in technologies and decarbonization pathways to deliver lower

carbon-emitting and more reliable power. In the fourth quarter, we secured an agreement in the United Kingdom for one of the world's first

commercial-scale gas-fired power stations with carbon capture, aiming to capture up to 2 million tons of CO2 annually and contributing to

the United Kingdom's net-zero goals. We are committed to advancing decarbonization technologies that we believe will provide our

customers with options for more renewable and more dependable energy.

2024 FORM 10-K 6

Wind. Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades. In our

Wind segment, we engineer, manufacture, and commercialize wind turbines, an important technology playing a role in the energy transition

as we seek to decarbonize the world's energy sector.

Onshore Wind - delivers wind turbines, technology, and services for the onshore wind power industry by focusing on work-horse products in

select geographies, while continuing to innovate the technology to create wind turbines suitable for various markets and environmental

conditions. Our workhorse products include our 2.8-127m, 3.6-154m, and 6.1-158m onshore units. Wind services assist customers in

improving cost, capacity, and performance of their assets over the lifetime of their fleets, utilizing digital infrastructure to monitor, predict,

and optimize wind farm energy performance.

Offshore Wind - provides offshore wind power technologies and wind farm development for the offshore wind power sector. Our workhorse

product in the offshore market is our Haliade-X 220m offshore unit.

LM Wind Power - designs, produces, and tests wind turbine blades.

As we focus on providing carbon-free electricity reliably and at scale, we have simplified our segment management structure and portfolio

of product offerings, focusing on fewer and more reliable workhorse products. Our workhorse products account for approximately 70% of

our equipment RPO at December 31, 2024. Included in our RPO are services agreements on approximately 23,000 of our onshore wind

turbines, from an installed base of approximately 57,000 units.

At Onshore Wind, we are focused on improving our overall fleet availability. We are reducing product variants and deploying repairs and

other corrective measures across the fleet. Concurrently, we intend to operate in fewer geographies and focus on those geographic regions

that align better with our products and supply chain footprint, positioning our workhorse products to targeted countries. Our volume mix has

shifted towards the U.S., currently representing approximately 75% of Onshore Wind's equipment RPO, while our international volume has

become smaller and more profitable. Specifically in the U.S., the IRA introduced new, and extended existing, tax incentives, significantly

improving project economics for our customers and turbine producers. Our projects in the U.S. generally benefit from incentives available to

our customers and broadly available IRA incentives. We will continue to monitor government actions for any changes that could adversely

impact the market for wind turbine manufacturers. Finally, we are continuing our restructuring program to reduce our operating costs and

are seeing the benefits both operationally and financially.

At Offshore Wind, we continue to experience pressure related to our product and project costs and execution timelines, as we deliver on

our existing backlog. We are committed to driving quality improvements, installation efficiencies, and cost productivity. Similar to Onshore

Wind, we have embarked on a restructuring program to reduce our operating costs.

Electrification. Our Electrification segment includes grid solutions, power conversion, solar and storage solutions, which we collectively

refer to as Electrification Systems, and Electrification Software, that provide products and services required for the transmission,

distribution, conversion, storage, and orchestration of electricity from point of generation to point of consumption. Several of the key

offerings in this segment, for example, include our high-voltage direct current transmission (HVDC) products, power transformers,

switchgear, and our grid automation related products and services.

Grid Solutions - enables power utilities and industries worldwide to effectively manage electricity from the point of generation to

consumption, helping the reliability, efficiency, and resiliency of the grid. Offerings include a comprehensive portfolio of equipment,

hardware, protection and control, automation, and digital services. Grid Solutions also addresses the challenges of the energy transition by

safely and reliably connecting intermittent renewable energy generation to transmission networks.

Power Conversion - applies the science and systems of power conversion to provide motors, generators, automation, and control

equipment, and drives for energy intensive industries such as marine, oil and gas, mining, rail, metals, and test systems.

Solar & Storage Solutions - provides integration of renewable energies that drive stability to the grid and integrates storage and renewable

energy generation sources.

Electrification Software - supports the transmission, distribution, conversion, storage, and orchestration of electricity from point of

generation to point of consumption.

We continue to experience robust demand for our systems, equipment, and services. Demand remains strong for large scale transmission-

related equipment to interconnect renewables and move bulk power. We also continue to benefit from higher growth in orders from other

transmission activities within our Grid Solutions business.

Our Grid Solutions business is positioned to support grid expansion and modernization needs globally. We participate in the onshore

interconnection sector and the rapidly growing offshore interconnection sector with new products and technology. We have developed and

seek to continue developing new technologies with the intention of solving for a denser, more resilient, stable, and efficient electric grid with

lower future greenhouse gas emissions.

We adjust pricing and contractual terms of our products and services based on demand, inflation, and industry dynamics. Customer lead-

times have increased as a result of demand outstripping supply, though we are proactively managing this by deploying lean initiatives to

reduce lead-times and drive cost productivity. In addition, we are making investments to expand our capacity and capabilities to support this

continued growth while benefiting from synergies across our Electrification businesses.

RESEARCH AND DEVELOPMENT. GE Vernova’s R&D efforts focus on driving the energy transition. We are engineering the

technologies, forging the partnerships, and delivering innovations to electrify and decarbonize the world. We expect to invest approximately

$5 billion of cumulative R&D from 2025 through 2028 across our businesses. Approximately half of this R&D is focused on continuously

2024 FORM 10-K 7

industrializing existing products and supporting our installed base for this decade. The other half is focused on long-term innovation to

deliver our next generation of differentiated products.

R&D is performed within each of our businesses, and at multiple locations around the world, including at our research facilities in

Niskayuna, New York and Bangalore, India, which we refer to collectively as Advanced Research. Advanced Research partners with our

businesses on programs to create the technology breakthroughs that will feed our future product roadmaps. They are guided by our

customers’ demands for sustainable, affordable, resilient, and secure energy. Additionally, Advanced Research partners with other

established and start-up companies and educational institutions to incubate and commercialize new technology and launch new

businesses in markets that are key to the energy transition but go beyond GE Vernova’s core businesses.

INTELLECTUAL PROPERTY. We have a substantial portfolio of intellectual property (IP) assets, registered and unregistered, that

protect both our investments in R&D across our businesses as well as our products and services. To protect our innovation, we rely on a

variety of IP rights and data protection measures, as well as monitor the activities of third parties to ensure that unauthorized use of IP does

not go unremedied.

Patents are an important part of our IP strategy. They protect our inventions around the world. We shape and reposition our patent portfolio

to cover emerging and other technologies that drive our core businesses. Software, which is important to all of our businesses, but is

especially central to the IP position of the Electrification businesses, is protected by a combination of copyrights, patents, and contractual

protections.

We protect our trade secrets and confidential know-how by actively enforcing our internal policies for data classification and protection and

by requiring and enforcing specific innovation and proprietary information agreements and non-disclosure agreements. We also utilize

contemporary cybersecurity tools and systems, as well as physical security measures, that safeguard our most valuable data from insider

threats and third-party concentrated efforts to misappropriate our IP. See Item 1C. "Cybersecurity" for further information.

While our patents and other IP protections are important to our operations, we do not consider any single IP asset or group of assets to be

of material significance to any of our financial segments or our businesses as a whole. However, we believe that we derive a sustained

competitive advantage both from our IP portfolio as well as technical know-how embedded in our products and manufacturing techniques

developed over decades. We further believe that our understanding of our customers’ needs, technology expertise, and manufacturing

know-how are critical to our business.

In addition to our IP portfolio, we have a license to use certain IP from GE Aerospace, including the GE name and the GE Monogram. The

license applies to our products and services, as well as to natural extensions and evolutions thereof. See “Certain Relationships and

Related Person Transactions—Agreements with GE—Agreements Governing Intellectual Property” in our information statement dated

March 8, 2024, which was attached as Exhibit 99.1 to a Current Report on Form 8-K furnished with the SEC on March 8, 2024 (the

Information Statement).

GLOBAL SUPPLY CHAIN. Annually, we purchase approximately $20 billion in materials and components sourced from over 100

countries. We face various supply chain challenges, many of which are industry-wide or arise from geopolitical and economic conditions

beyond our control. These include global conflicts, global economic trends, geopolitical dynamics like sanctions, tariffs and other trade

tensions, inflation, logistics issues, human rights landscape shifts, and regulatory changes. Additionally, potential disruptions such as

natural disasters and other extreme weather conditions, global pandemics, and cyber-attacks could significantly impact our operations,

financial performance, and ability to meet customer commitments.

To address these challenges, we maintain strong supplier relationships and prioritize opportunities to localize our supply chain to serve our

distinct geographies, while at the same time allowing us to maintain a globally diverse supply chain for operational resiliency. Our risk-

based supplier onboarding process involves thorough due diligence, focusing on performance, labor standards, ethical sourcing, and

human rights, supported by an audit program. We are expanding these efforts to consider environmental impact and environmental, social

and governance (ESG) regulations, along with alignment to our GE Vernova sustainability framework.

Internally, we manage risks through cyber mitigation, business continuity planning, and crisis management. We have developed cross-

business councils for supply chain and procurement to proactively share best practices around supply chain resiliency. We are also

enhancing our risk management tools to leverage technology for better market trend analysis and risk mitigation concerning commodity

pricing, availability, lead-times, country specific tariff impacts, and ESG compliance. Specifically, to minimize inflationary impacts, we have a

sourcing process to monitor commodity price fluctuations across the ferrous, non-ferrous, precious metals, and energy commodities. We

continue to employ and evolve lean practices across our operations to enhance safety, quality, and delivery performance, building new

capabilities to scale our supply chain aligned to our business growth.

HUMAN CAPITAL. GE Vernova is a global workforce of approximately 75,000 employees, with approximately 70% of our employees

specializing in manufacturing, engineering, or services. In addition, we have approximately 1,800 employees in Quality or environmental,

health, and safety (EHS) roles, critical disciplines for our success as a company. Our culture enables us to deliver on our purpose and drive

performance. We operate according to a set of shared principles that guide how we aspire to speak, behave, interact, and make decisions.

We call these five principles the GE Vernova Way:

• We drive innovation in everything we do to electrify and decarbonize the world.

• We serve our customers with pride and a focus on mutual success and long-term impact.

• We challenge ourselves to be better every day; l****ean is how we work.

• We break boundaries and cross borders to win as one team.

• We remain accountable individually and collectively to deliver on our purpose and commitments.

2024 FORM 10-K 8

As we strive to live the GE Vernova Way, we create a more respectful, inclusive culture where we can each contribute to meaningful work.

Additional human capital priorities include:

• Protecting the health and safety of our workforce and contractors.

• Driving continuous improvement and eliminating waste through lean.

• Operating as one GE Vernova.

• Driving sustainable high performance.

• Attracting and developing talent with the variety of skills to innovate and grow our business; fostering an inclusive culture.

We trace our beginnings to the Edison General Electric Company, a manufacturer of electric lighting fixtures, sockets, and other electric

lighting devices. We carry forward that legacy today as a developer, manufacturer, and service provider of power generating and

decarbonizing solutions. GE Vernova’s portfolio also includes Advanced Research with hundreds of technologists and cross-discipline

experts focused on enabling ground-breaking innovations destined to shape the energy transition.

Our footprint is truly global with approximately 24,000 employees in Europe, 19,000 employees in the U.S., 18,000 employees in Asia, and

7,000 employees in Latin America. GE Vernova’s relationship with employee-representative organizations around the world takes many

forms.

• Within the U.S., we have approximately 1,300 union-represented production and maintenance employees who are covered by a

four-year collective bargaining agreement that was ratified for a two-year extension in 2023 and expires in June of 2025.

• In Europe, we engage with approximately 100 representative organizations such as works councils and trade unions, in

accordance with local law. Social dialogue, including information, consultation, and negotiation, is a key component of doing

business in Europe and a driver of sustainable business growth for us in the region.

• In addition to the U.S. and Europe, we also engage with employee representative bodies in China (2,200 employees), India (2,000

employees), Canada (700 employees), Brazil (600 employees), and Mexico (150 employees).

We strive to build and maintain productive relationships with all trade unions and employee-representative organizations with which we

engage. More broadly, our relationship with every employee, regardless of functional discipline, geography or representation status, is a

priority. The purpose, passion, and expertise our employees embody every day is fundamental to providing essential electricity around the

world and for the future of our environment. It is our mission to inspire, engage, and develop our employees to their fullest potential.

ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS. GE Vernova is committed to providing and promoting a safe and healthy

working environment, using natural resources and energy in a sustainable way, and avoiding an adverse impact to employees and

contractors, our customers, the environment, and the communities where we do business. We support our customers by maintaining the

highest standards in safeguarding our employees, our contracting partners, and the environment.

In addition to our own internal enterprise standards and core requirements on various EHS topics, we are subject to international, national,

state, and local EHS laws, regulations, and industry and customer standards, including EHS licensing and authorization requirements.

These EHS laws apply to a broad range of activities across our whole product lifecycle and our entire global organization, including those

related to:

• protection of the environment and use of natural resources;

• occupational health and safety;

• the use, management, release, storage, transportation, remediation, and disposal of, and exposure to, hazardous substances and

waste;

• our products, including the use of certain chemicals in our products and production processes;

• emissions to air and water; and

• climate change and greenhouse gas emissions.

EHS laws vary by jurisdiction and have become increasingly stringent over time. These requirements impose certain responsibilities on our

business, including the obligation to install pollution control technologies and obtain and maintain various environmental permits, the cost of

which may be substantial. Satisfying such local EHS requirements is often a minimum requirement for us, and we commit extensive

resources to maintaining our compliance with these requirements. For example, by applying our enterprise standards and core

requirements everywhere (except where local regulations are more stringent), we often go beyond local compliance requirements,

especially where local standards are weak or lacking. Safety is incorporated into our lean operating method and we prioritize safeguarding

our employees and contractors. We also enhance our internal enterprise standards and core requirements regularly through a culture of

continuous improvement and documenting opportunities to improve through internal and external audits.

Our EHS management system includes measures to verify that we are monitoring adherence to GE Vernova EHS standards and regulatory

requirements through audits and inspections. Operations are assessed on a regular basis as part of our management of change (MOC)

process to mitigate safety risks. EHS operational reviews at both the business and GE Vernova level address progress on program

execution as well as strategy discussions related to emerging EHS risks.

REGULATION**.** We are a manufacturer and servicer of energy products, a participant in the energy supply chain, a large publicly traded

U.S. corporation that operates globally, a government contractor, and an employer of a large global workforce. As such, our businesses and

operations are affected by global laws, regulations, and standards that impact each of these capacities.

• Manufacturer and Servicer.** Our production cycle and products are subject to global regulations, such as permitting, quality

controls, environmental and eco-design regulations, health and safety regulations, export control laws, product specifications,

market-related policies, and distribution regulations in countries in which our products are manufactured or sold. We maintain

processes and procedures that comply with such applicable global laws and regulations as they pertain to the various stages of

2024 FORM 10-K 9

our production life cycle, including the development of our products. Our ability to design, market, sell, and distribute our products

globally depends upon our compliance with laws and regulations in each jurisdiction.

We design and manufacture sophisticated, innovative products and services for the energy sector, which are subject to EHS and

sustainability regulations. These regulations, such as the Registration, Evaluation, Authorisation and Restriction of Chemicals

(REACH) regulation of the European Union (EU), include those governing chemicals and components used or generated by

products or manufacturing processes, such as per/polyfluoroalkyl substances (PFAS), contained in components and products

sourced in connection with manufacturing and services operations. In addition, some of our operations involve the handling, use,

transportation, and disposal of radioactive and hazardous materials, including nuclear fuel, nuclear power devices and their

components. We are subject to international, federal, state, and local regulations governing the handling, use, transportation, and

disposal of such materials.

Some of our businesses are subject to product regulatory regimes specific to their sector. In particular:

◦Nuclear. Our nuclear products and technologies are regulated through country-specific laws and regulations and are

subject to various safety-related requirements imposed by the U.S. Government, the Department of Energy, and the

Nuclear Regulatory Commission (NRC). In the U.S., the NRC oversees the licensing, permitting, and decommissioning of

nuclear sites. Our Nuclear business’s standard process is to work with the national regulatory commissions in order to

comply with all aspects of regulations from permitting at the time of site selection to decommissioning requirements at the

end of life.

◦Offshore Wind. The U.S. Bureau of Safety and Environmental Enforcement (BSEE) is a U.S. federal agency that

oversees the safe and environmentally responsible exploration and development of U.S. offshore energy resources. Our

Offshore Wind business is subject to BSEE regulatory oversight and enforcement in connection with the Vineyard Wind

offshore wind farm off the coast of Massachusetts. For Vineyard Wind, we are the manufacturer and supplier of our newly

developed Haliade-X 220m wind turbines (Haliade-X). In July 2024, a wind turbine blade event occurred at the Vineyard

Wind offshore wind farm as a result of a manufacturing deviation. See Item 7. "Management's Discussion and Analysis of

Financial Condition and Results of Operations" for further information. The Health and Safety Executive (HSE) is the

authority that oversees health and safety issues in the offshore energy sector in England, Wales, and Scotland. The

Marine Management Organisation (MMO) oversees environmental issues affecting the offshore energy sector in the

United Kingdom. Our Offshore Wind business is subject to HSE and MMO regulatory oversight and enforcement in

connection with the Dogger Bank offshore wind farm off the coast of England. For Dogger Bank, we are the manufacturer

and supplier of our Haliade-X.

◦Electrification Software. Our Electrification Software business builds software and solutions that enable our customers to

use data and technology to, among other things, orchestrate reliable and efficient power transmission and delivery.

Beyond delivering innovative solutions that ensure grid resiliency such as GridOS, our Electrification Software business

has made significant investments in compliance programs and security systems, allowing our products and services to

comply with the applicable privacy, data, and cybersecurity regulations.

◦Financial Services. In connection with certain business activities, an entity of our Financial Services business has

registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act),

and another entity has become a registered broker-dealer under the Securities Exchange Act, as amended (Exchange

Act), and a Financial Industry Regulatory Authority (FINRA) member firm. These registered entities are subject to a

number of laws and regulations from the SEC, FINRA, and state securities regulators, as applicable, which impose

various compliance, disclosure, qualification, recordkeeping, reporting, and other requirements. In addition, under the

Advisers Act, our registered investment adviser entity has fiduciary duties to its clients, is subject to restrictions on its

ability to engage in principal and agency cross transactions, and may be inspected by the SEC to determine whether we

are conducting our activities in compliance with applicable law.

• Participant in the Global Energy Supply Chain.** As a participant in the global energy supply chain, our businesses and

operations must comply with global sanctions regimes, as well as an increasing number of global laws and regulations that extend

to our sourcing, purchasing, and life cycles. Our import activities are governed by the unique customs laws and regulations in each

of the countries where we operate. Pursuant to their laws and regulations, governments may impose economic sanctions against

certain countries, persons, and entities that may restrict or prohibit transactions involving such countries, persons, and entities,

which may limit or prevent our conduct of business in certain jurisdictions. The scope of these regulations extends to product

circularity and extended producer responsibility, sustainability disclosure requirements such as the EU Corporate Sustainability

Reporting Directive (CSRD), carbon emissions (including the EU Carbon Board Adjustment Mechanism), labor and employment,

deforestation (such as the EU Deforestation Act), human rights due diligence, modern slavery, forced labor, child labor, supply

chain due diligence including the EU Corporate Sustainability Due Diligence Directive (CSDDD), and whistleblower directives. In

addition to complying with such regulations with respect to our own operations, a growing number of sourcing regulations apply

these regulatory requirements across our full value chain, including global regulations about human rights and environmental due

diligence conducted with respect to suppliers.

• Government Contractor.** Many of our sales are made to U.S. or foreign governments, regulated entities such as public utilities,

state-owned companies, and other public sector customers. These types of sales often entail additional compliance obligations,

such as public procurement laws. For example, a bidder may be required to demonstrate that it has been active as a local

registered company or has sufficient capitalization or technical qualifications. For contracts with the U.S. federal government, with

certain exceptions, we must comply with the Federal Acquisition Regulation and applicable agency rules, regulations governing

Federal Financial Assistance Agreements, rules and regulations issued by the Office of Federal Contract Compliance Programs,

the Procurement Integrity Act, the Buy American Act, the Trade Agreements Act, and/or presidential executive orders. 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. From time to time, we may also

need to comply with the EU’s Foreign Subsidies Regulation, which imposes mandatory notification and approval requirements on

companies bidding on large public tenders in the EU.

2024 FORM 10-K 10

• Global, Publicly Traded Energy Company.** As a publicly traded company in the U.S, we are subject to the laws and regulations

of the SEC as well as the rules of the New York Stock Exchange, on which our common stock is listed**.** As a global enterprise

operating in over 100 countries, we must abide by laws and regulations applicable to entities across many jurisdictions, including

those governing antitrust and competition, as well as:

◦Cybersecurity, Data Privacy, and Artificial Intelligence. We are subject to rapidly evolving laws and regulations governing

cybersecurity and data privacy in many jurisdictions, including those imposed by federal and state regulators in the U.S.,

such as the Federal Trade Commission and state agencies, and the General Data Protection Regulation in Europe. As

artificial intelligence (AI) is an emerging area, we expect to see increased legislation, such as the EU Artificial Intelligence

Act, and additional regulatory obligations across the jurisdictions in which we operate.

◦Anti-bribery and Anti-corruption. The U.S. Foreign Corrupt Practices Act (FCPA), the United Kingdom (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 of obtaining or retaining business.

• Employer.** As an employer of full-time, part-time, seasonal, unionized and non-unionized labor, we are required to create

compensation programs, employment policies, and other administrative programs that comply with the laws of multiple countries.

In addition, there are diverse global regulations regarding our independent and third-party contractor workforce. Our operations

are subject to global labor and employment laws, including minimum wage and living wage laws and directives, wage and hour

laws, health and safety laws such as Occupational Safety and Health Administration (OSHA), immigration laws, and laws relating

to minimum age child labor, modern slavery, and forced labor. Federal and local labor laws also govern our interactions with

employee-representative organizations around the world. We also have significant obligations and liabilities with respect to our

postretirement benefit plans, including pension, healthcare, and life insurance benefits obligations, all of which are subject to

applicable laws and regulations.

These laws and regulations are subject to change at any time. We make the necessary adjustments to our processes in order to maintain

compliance with the regulatory environment impacting all aspects of our businesses. Complying with requirements can impose significant

costs, especially in jurisdictions where we do not have a significant physical presence. See Item 1A. "Risk Factors" for further information

regarding risks and costs associated with such compliance.

AVAILABLE INFORMATION. Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our

telephone number is (617) 674-7555. Our website address is www.gevernova.com. Our Annual Report on Form 10-K, Quarterly Reports on

Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the

Exchange Act, are available, without charge, on our website, as soon as reasonably practicable after they are electronically filed with, or

furnished to, the SEC. Information contained on, or that can be accessed through, our website is not part of, and is not incorporated into,

this Annual Report on Form 10-K or any other filings we make with the SEC. Our website at www.gevernova.com/investors contains a

significant amount of information about GE Vernova, including financial and other information for investors. We encourage investors to visit

this website from time to time, as information is updated, and new information is posted.

ITEM 1A. RISK FACTORS**.**

SUMMARY OF RISK FACTORS

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

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

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

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

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

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

quality issues or safety failures.

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

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

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

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

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

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

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

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

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

decarbonization, which can pose risks in addition to opportunities.

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

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

cash flows, financial condition, and prospects.

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

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

operations, cash flows, and financial condition.

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

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

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

certain projects, which could impose additional costs and obligations on us.

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

2024 FORM 10-K 11

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

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

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

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

suspension of operations, and reputational harm.

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

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

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

and our operations and financial results could be adversely affected.

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

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

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

business.

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

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

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

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

• Our stock price may fluctuate significantly.

You should carefully consider the following risks and other information set forth in this Annual Report on Form 10-K in evaluating GE

Vernova and GE Vernova’s common stock. The risks and uncertainties described below are not the only risks and uncertainties we face.

Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our

business.

Risks Relating to Our Business and Our Industry

Risks Relating to Operations and Supply Chain

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

financial results.

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

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

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

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

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

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

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

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

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

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

2024 FORM 10-K 12

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

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

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

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

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

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

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

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

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

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

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

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

an erosion of our competitive position.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

commercially reasonable terms in light of the circumstances.

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

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

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

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

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

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

impairing our ability to compete for future contracts and orders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2024 FORM 10-K 13

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and increases in labor and material costs;

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

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

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

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

additional costs; and

• modifications to projects that create unanticipated costs or delays.

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

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

Risks Relating to Industry Dynamics

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

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

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

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

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

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

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

2024 FORM 10-K 14

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

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

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

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

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

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

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

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

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

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

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

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

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

profitability levels.

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

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

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

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

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

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

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

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

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

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

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

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

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

successful in addressing effectively either electrification or decarbonization.

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

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

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

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

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

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

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

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

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

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

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

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

such alternative sources are lower than those for gas.

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

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

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

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

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

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

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

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

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

market for large gas turbines, including the service market.

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

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

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

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

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

us to record asset impairments.

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

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

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

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

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

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

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

2024 FORM 10-K 15

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

could further exacerbate the risks to our business.

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

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

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

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

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

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

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

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

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

direction or other severe weather condition.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

customers and our business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2024 FORM 10-K 16

Risks Relating to Macroeconomic and Geopolitical Conditions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

operations, cash flows, and financial condition.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

financial condition.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Information Statement, including cybersecurity, regulatory, and reputational risks

Risks Relating to Competition and Managing Growth

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

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

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

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

2024 FORM 10-K 17

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

us;

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

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

to a transaction;

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

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

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

• rulings by antitrust or other regulatory bodies;

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

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

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

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

acquired companies’ products;

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

(or its agents) prior to acquisition;

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

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

• difficulties in retaining key customers and personnel; and

• adverse market reactions to a transaction.

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

significantly from our expectations.

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

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

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

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

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

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

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

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

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

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

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

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

flows, financial condition, or prospects.

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

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

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

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

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

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

2024 FORM 10-K 18

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

financial condition, or prospects.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Relating to Government Regulations and Legal Matters

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2024 FORM 10-K 19

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

impede sales of our products, solutions, and services.

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

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

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

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

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

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

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

these regulations could materially harm our renewable energy programs.

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

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

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

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

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

implications that could adversely affect our business and operating results.

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

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

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

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

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

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

challenges, several of which are outside of our control.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ESG-related measures and/or ESG initiatives.

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

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

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

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

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

and enforcement authorities.

2024 FORM 10-K 20

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to execute our projects.

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

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

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

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

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

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

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

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

cash flows, and prospects.

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

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

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

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

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

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

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

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

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

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

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