Item 6. [RESERVED].
82K characters. Original on sec.gov · Markdown
Item 6. [RESERVED].
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with our consolidated and combined financial statements, which are prepared in conformity with U.S. generally accepted accounting
principles (GAAP), and corresponding notes included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis
provides information that management believes to be relevant to understanding the financial condition and results of operations of the
Company for the years ended December 31, 2024 and 2023. Unless otherwise noted, tables are presented in U.S. dollars in millions,
except for per-share amounts which are presented in U.S. dollars. Certain columns and rows within tables may not add due to the use of
rounded numbers. Percentages presented in this report are calculated from the underlying numbers in millions. Unless otherwise noted,
statements related to changes in operating results relate to the corresponding period in the prior year. Refer to the "Management's
2024 FORM 10-K 35
Discussion and Analysis of Financial Condition and Results of Operations" included in the Information Statement for discussions of results
for the years ended December 31, 2023 versus 2022.
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial
data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP
financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most
directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."
TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a
number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in
Item 1A. "Risk Factors."
Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like
decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions.
These trends, along with the growing focus on the digitization and sustainability of the electricity infrastructure, drive growth across each of
our business segments. We believe that our industry-defining technologies and commitment to innovation position us well to capitalize on
these long-term trends:
- Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet
forecasted energy demand growth arising from population and global economic growth.
- Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and
efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.
- Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon
energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient and affordable
system.
*•*Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have
increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of
energy sources.
- Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the
need to update aging infrastructure with new grid integration and automation solutions.
- Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and
subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory
changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.
- Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and
deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic
initiatives.
TRANSITION TO STAND-ALONE CO****MPANY
Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates
as GE Aerospace, on April 2, 2024 (the Spin-Off). In connection with the Spin-Off, GE distributed all of the shares of our common stock to
its stockholders and we became an independent company. Historically, as a business of GE, we relied on GE to manage certain of our
operations and provide certain services, the costs of which were either allocated or directly billed to us. Accordingly, our historical costs for
such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company and may
not reflect our results of operations, financial position, and cash flows had we been a separate, stand-alone company during the historical
periods presented. See Note 1 in the Notes to the consolidated and combined financial statements for further information.
Stand-Alone Company Expenses. As a result of the Spin-Off, we are subject to the requirements of the federal and state securities laws
and stock exchange requirements. We have established additional procedures and practices as a stand-alone public company. As a result,
we are incurring additional costs related to external reporting, internal audit, treasury, investor relations, corporate governance, and stock
administration.
Production Tax Credit Investments. Our Financial Services business offers a wide range of financial solutions to customers and projects
that utilize our Power and Wind products and services. These solutions historically included making minority investments in projects, often
through common or preferred equity investments where we generally seek to exit as soon as practicable once a project achieves
commercial operation. Many such investments are in renewable energy U.S. tax equity vehicles that generate various tax credits, including
production tax credits (PTCs), which can be used to offset an equity partner’s tax liabilities in the U.S. and support the overall target return
on investment. In connection with the Spin-Off, GE retained all renewable energy U.S. tax equity investments of $1.2 billion and any tax
attributes from historical tax equity investing activity. We manage these investments under the Framework Investment Agreement with GE.
Additionally, during the second quarter, in connection with GE retaining the renewable energy U.S. tax equity investments, we recognized a
$0.1 billion benefit, recorded in Cost of equipment, related to deferred intercompany profit from historical equipment sales to the related
investees. See Notes 11, 21 and 23 in the Notes to the consolidated and combined financial statements for further information.
DISPOSITION ACTIVITY**.** During the second quarter of 2024, our Steam Power business completed the sale of part of its nuclear
activities to Electricité de France S.A. (EDF). In connection with the disposition, we received net cash proceeds of $0.6 billion, which is
subject to customary working capital and other post-closing adjustments. As a result, we recognized a pre-tax gain of $1.0 billion recorded
in Other income (expense) – net in our Consolidated and Combined Statement of Income (Loss). See Notes 3, 15, 16 and 19 in the Notes
to the consolidated and combined financial statements for further information.
ARBITRATION REFUND**.** In June 2024, we received $306 million in cash, which represented the return of cash payments we
previously made relating to two partial withdrawal liability assessments issued by a multiemployer pension plan (Fund) to which we
contribute, plus interest on such amounts. We challenged the assessments in arbitration, but under ERISA, we were required to make
2024 FORM 10-K 36
monthly payments from May 2019 to September 2023 while the matter was arbitrated. In December 2023, an arbitrator ruled that we were
exempt from the alleged liability, a decision that was appealed in January 2024 in a U.S. district court. That court upheld the arbitration
ruling in February 2025. The appeal period for that court's ruling has not expired. The arbitration ruling triggered a legal obligation for the
Fund to return the payments to us with interest, which it did in June 2024. During the second quarter, $254 million of cash, constituting the
payments previously made to the Fund, was recorded in Selling, general, and administrative expenses and $52 million of cash, constituting
interest on such amounts, was recorded in Interest and other financial charges – net in our Consolidated and Combined Statement of
Income (Loss). As this dispute is not yet resolved, we cannot predict its ultimate resolution, including whether we will retain the funds
following all final appeals, whether we are entitled to additional interest, or whether the Fund may contend it is owed interest if it prevails.
OFFSH****ORE WIND. On July 13, 2024, a wind turbine blade event occurred, related to a manufacturing deviation, at the Vineyard Wind
offshore wind farm where we are the manufacturer and supplier of our newly developed Haliade-X 220m wind turbines (Haliade-X). On July
15, 2024, BSEE issued a suspension order to cease power production and the installation of new wind turbines at the project site. On
August 10, 2024, BSEE issued a superseding order allowing us to resume the installation of towers and nacelles, subject to certain
conditions. On October 22, 2024, BSEE issued another superseding order allowing us to resume the installation of new blades, subject to
certain conditions. In December, the first new blade set was installed, and commercial power production by that turbine commenced. On
January 17, 2025, BSEE terminated its suspension order. Going forward, the installation of new blades and the production of power are
subject to specified conditions and we will be required to remove blades previously installed. In addition to the blade event at the Vineyard
Wind offshore wind farm, there have been blade events in prior quarters related to commissioning and installation at the Dogger Bank
offshore wind farm.
As we work through these issues, we are gaining experience across our Haliade-X backlog related to installation timelines, including vessel
availability, manufacturing and quality control processes, and various other project activities. Based on this experience, we are developing
and implementing our remediation plans, which includes updates to our project timelines to account for the slower pace of execution.
As a result of the above, we recorded incremental contract losses of approximately $0.9 billion in the third and fourth quarters for both
projects which include the estimated impact of changes in execution timelines, project-related commercial liabilities, costs to remediate
quality issues including the removal of previously installed blades at the Vineyard Wind project, and additional project-related supply chain
and manufacturing costs. Additional changes or other developments could have an adverse effect on our cash collection timelines and
contract margins and could result in further losses, which could be material.
In addition, on September 12, 2024, we entered into a settlement agreement regarding a project that was previously canceled by a
customer resulting in a gain of approximately $0.3 billion in the third quarter, which was recorded as $0.5 billion in revenues and $0.2 billion
in cost of sales. The settlement included recovery of costs previously incurred on the canceled project.
RESULTS OF OPERATIONS
Summary of Results. RPO was $119.0 billion and $115.6 billion as of December 31, 2024 and 2023, respectively. For the year ended
December 31, 2024, total revenues were $34.9 billion, an increase of $1.7 billion for the year. Net income (loss) was $1.6 billion, an
increase of $2.0 billion in net income for the year, and net income (loss) margin was 4.5%. Diluted earnings (loss) per share was $5.58 for
the year ended December 31, 2024, an increase in diluted earnings per share of $7.18 for the year. Cash flows from (used for) operating
activities were $2.6 billion and $1.2 billion for the years ended December 31, 2024 and 2023, respectively.
For the year ended December 31, 2024, Adjusted EBITDA* was $2.0 billion, an increase of $1.2 billion. Free cash flow* was $1.7 billion
and $0.4 billion for the years ended December 31, 2024 and 2023, respectively.
RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase
order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the
estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period,
excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for
time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and
other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a
substantive penalty. See Note 9 in the Notes to the consolidated and combined financial statements for further information.
| RPO December 31 | 2024 | 2023 | 2022 |
| Equipment | $43,047 | $40,478 | $31,902 |
| Services | 75,976 | 75,120 | 72,997 |
| Total RPO | $119,023 | $115,598 | $104,899 |
As of December 31, 2024, RPO increased $3.4 billion (3%) from December 31, 2023, primarily at Electrification by $7.1 billion from orders
outpacing revenues across all businesses; at Power, due to orders outpacing revenues for Gas Power equipment and services, partially
offset by a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities to EDF; partially offset at
Wind, due to decreases at Offshore Wind as we continue to execute on our contracts and finalized the settlement of a previously canceled
project in the third quarter, and decreases at Onshore Wind due to revenues outpacing orders.
| REVENUES | 2024 | 2023 | 2022 |
| Equipment revenues | $18,952 | $18,258 | $15,819 |
| Services revenues | 15,983 | 14,981 | 13,835 |
| Total revenues | $34,935 | $33,239 | $29,654 |
*Non-GAAP Financial Measure
2024 FORM 10-K 37
For the year ended December 31, 2024, total revenues increased $1.7 billion (5%). Services revenues increased in all segments,
primarily at Power due to growth in Gas Power and Steam Power from favorable price and volume. Equipment revenues increased at
Electrification, led by growth at Grid Solutions and Power Conversion; and at Power from Heavy-Duty Gas Turbine deliveries and project
commissioning; partially offset at Wind, from decreases at Offshore Wind, where revenue decreased as a result of slower execution which
was partially offset by revenue recorded on the settlement of a previously canceled project in the third quarter and increased revenues at
Onshore Wind.
Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*
increased $2.1 billion (7%), organic services revenues* increased $1.2 billion (8%), and organic equipment revenues* increased $1.0 billion
(5%). Organic revenues* increased at Electrification and Power, partially offset by Wind.
| EARNINGS (LOSS) | 2024 | 2023 | 2022 |
| Operating income (loss) | $471 | $(923) | $(2,881) |
| Net income (loss) | 1,559 | (474) | (2,722) |
| Net income (loss) attributable to GE Vernova | 1,552 | (438) | (2,736) |
| Adjusted EBITDA* | 2,035 | 807 | (428) |
| Diluted earnings (loss) per share(a) | 5.58 | (1.60) | (10.00) |
(a)The computation of earnings (loss) per share for all periods through April 1, 2024 was calculated using 274 million common shares that
were issued upon Spin-Off and excludes Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, the
Company participated in various GE stock-based compensation plans. For periods prior to the Spin-Off, there were no dilutive equity
instruments as there were no equity awards of GE Vernova outstanding prior to Spin-Off.
For the year ended December 31, 2024**,** operating income (loss) was $0.5 billion, a $1.4 billion increase, primarily due to: an increase in
segment results at Power of $0.5 billion, primarily attributable to Gas Power, where higher volume, favorable pricing, and increased
productivity more than offset the impact of inflation; at Electrification of $0.4 billion, primarily due to higher volume, price, and productivity;
at Wind of $0.4 billion, primarily at Onshore Wind as a result of improved pricing, market selectivity, and the impact of cost reduction
activities, and a gain recorded on the settlement of a previously canceled project at Offshore Wind, which was partially offset by
incremental contract losses at Offshore Wind; as well as $0.3 billion received related to an arbitration refund and a $0.1 billion benefit
related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments in
connection with the Spin-Off in the second quarter; partially offset by higher corporate costs required to operate as a stand-alone public
company and separation costs.
Net income (loss) and Net income (loss) margin were $1.6 billion and 4.5%, respectively, for the year ended December 31, 2024, an
increase of $2.0 billion and 5.9%, respectively, for the year, primarily due to an increase in operating income (loss) of $1.4 billion and an
increase in other income of $1.0 billion, driven by a $1.0 billion pre-tax gain from the sale of a portion of Steam Power nuclear activities to
EDF, partially offset by an increase in provision for income taxes of $0.6 billion.
Adjusted EBITDA* and Adjusted EBITDA margin* were $2.0 billion and 5.8%, respectively, for the year ended December 31, 2024, an
increase of $1.2 billion and 3.4%, respectively, primarily driven by increases in segment results at Power, Wind, and Electrification.
SEGMENT OPERATIONS**.** Segment revenues include sales of equipment and services by our segments. Segment EBITDA is
determined based on performance measures used by our Chief Operating Decision Maker, who is our Chief Executive Officer (CEO), to
assess the performance of each business in a given period. In connection with that assessment, the CEO may exclude certain non-cash
charges, such as depreciation and amortization, impairments and other matters, major restructuring programs, and certain gains and
losses from purchases and sales of business interests. Certain corporate costs, including those related to shared services, employee
benefits and IT, are allocated to our segments based on usage or their relative net cost of operations.
| SUMMARY OF REPORTABLE SEGMENTS | 2024 | 2023 | 2022 |
| Power | $18,127 | $17,436 | $16,124 |
| Wind | 9,701 | 9,826 | 8,905 |
| Electrification | 7,550 | 6,378 | 5,076 |
| Eliminations and other | (442) | (401) | (451) |
| Total revenues | $34,935 | $33,239 | $29,654 |
| Segment EBITDA | |||
| Power | $2,268 | $1,722 | $1,655 |
| Wind | (588) | (1,033) | (1,710) |
| Electrification | 679 | 234 | (164) |
| Corporate and other(a) | (323) | (116) | (209) |
| Adjusted EBITDA(b)* | $2,035 | $807 | $(428) |
(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone
public company.
(b) See "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and
other financial charges and the benefit for income taxes of Financial Services as this business is managed on an after-tax basis due to
its strategic investments in tax equity investments.
*Non-GAAP Financial Measure
2024 FORM 10-K 38
POWER
| Orders in units | 2024 | 2023 | 2022 |
| Gas Turbines | 112 | 93 | 92 |
| Heavy-Duty Gas Turbines | 68 | 41 | 30 |
| HA-Turbines | 25 | 8 | 9 |
| Aeroderivatives | 44 | 52 | 62 |
| Gas Turbine Gigawatts | 20.2 | 9.5 | 9.8 |
| Sales in units | 2024 | 2023 | 2022 |
| Gas Turbines | 75 | 91 | 101 |
| Heavy-Duty Gas Turbines | 48 | 58 | 53 |
| HA-Turbines | 15 | 14 | 11 |
| Aeroderivatives | 27 | 33 | 48 |
| Gas Turbine Gigawatts | 11.9 | 13.8 | 11.1 |
| RPO December 31 | 2024 | 2023 | 2022 |
| Equipment | $12,461 | $13,636 | $13,579 |
| Services | 60,890 | 59,338 | 57,355 |
| Total RPO | $73,351 | $72,974 | $70,934 |
RPO as of December 31, 2024 increased $0.4 billion (1%) from December 31, 2023, primarily at Gas Power due to increases in services
and equipment, partially offset by a reduction of approximately $3.9 billion related to the sale of a portion of Steam Power nuclear activities
to EDF.
| SEGMENT REVENUES AND EBITDA | 2024 | 2023 | 2022 | |||
| Gas Power | $14,465 | $13,220 | $12,079 | |||
| Nuclear Power | 819 | 827 | 699 | |||
| Hydro Power | 781 | 887 | 703 | |||
| Steam Power | 2,063 | 2,502 | 2,643 | |||
| Total segment revenues | $18,127 | $17,436 | $16,124 | |||
| Equipment | $5,708 | $5,598 | $4,896 | |||
| Services | 12,419 | 11,838 | 11,228 | |||
| Total segment revenues | $18,127 | $17,436 | $16,124 | |||
| Segment EBITDA | $2,268 | $1,722 | $1,655 | |||
| Segment EBITDA margin | 12.5 | % | 9.9 | % | 10.3 | % |
For the year ended December 31, 2024**, segment revenues were** up $0.7 billion (4%) and segment EBITDA was up $0.5 billion
(32%).
Segment revenues increased $1.2 billion (7%) organically*, primarily at Gas Power equipment from Heavy-Duty Gas Turbine deliveries and
project commissioning, and an increase in Gas Power services from favorable price and volume in both contractual and non-contractual
services, as well as in Steam Power services.
Segment EBITDA increased $0.5 billion (24%) organically*, primarily at Gas Power where higher volume, favorable pricing, and increased
productivity were partially offset by the impact of inflation, and increases in Steam Power primarily due to favorable impact of pricing and
productivity partially offset by the impact of inflation.
WIND
| Onshore and Offshore Wind orders in units | 2024 | 2023 | 2022 |
| Wind Turbines | 1,212 | 2,290 | 2,243 |
| Repower Units | 656 | 446 | 411 |
| Wind Turbine and Repower Units Gigawatts | 5.3 | 9.1 | 8.5 |
| Onshore and Offshore Wind sales in units | 2024 | 2023 | 2022 |
| Wind Turbines | 1,778 | 2,225 | 2,190 |
| Repower Units | 298 | 179 | 580 |
| Wind Turbine and Repower Units Gigawatts | 7.8 | 8.8 | 8.8 |
*Non-GAAP Financial Measure
2024 FORM 10-K 39
| RPO December 31 | 2024 | 2023 | 2022 |
| Equipment | $10,720 | $13,709 | $12,030 |
| Services | 11,962 | 13,240 | 13,595 |
| Total RPO | $22,682 | $26,949 | $25,625 |
RPO as of December 31, 2024 decreased $4.3 billion (16%) from December 31, 2023 primarily due to decreases at Offshore Wind as we
continue to execute on our contracts and have finalized the settlement of a previously canceled project in the third quarter, and decreases
at Onshore Wind as revenue outpaced new orders, specifically in the U.S. where a large order was booked in 2023 and the execution
began in 2024, and continued selectivity in our international markets.
| SEGMENT REVENUES AND EBITDA | 2024 | 2023 | 2022 | |||
| Onshore Wind | $7,781 | $7,761 | $7,941 | |||
| Offshore Wind | 1,377 | 1,455 | 531 | |||
| LM Wind Power | 542 | 610 | 433 | |||
| Total segment revenues | $9,701 | $9,826 | $8,905 | |||
| Equipment | $8,047 | $8,335 | $7,600 | |||
| Services | 1,654 | 1,491 | 1,305 | |||
| Total segment revenues | $9,701 | $9,826 | $8,905 | |||
| Segment EBITDA | $(588) | $(1,033) | $(1,710) | |||
| Segment EBITDA margin | (6.1) | % | (10.5) | % | (19.2) | % |
For the year ended December 31, 2024**, segment revenues were** down $0.1 billion (1%) and segment EBITDA was up $0.4 billion
(43%).
Segment revenues decreased $0.1 billion (1%) organically*, primarily at Offshore Wind due to slower execution, partially offset by revenues
recorded on the settlement of a previously canceled project in the third quarter, and less demand for blades from external customers at LM.
Onshore Wind revenues increased slightly due to improved pricing and delivery of more units in the U.S., partially offset by lower revenue
in the international market as we continue our selectivity resulting in fewer unit deliveries.
Segment EBITDA increased $0.4 billion (42%) organically*, due to improved pricing, market selectivity, and cost reduction activities at
Onshore Wind, and a gain recorded on the settlement of a previously canceled project at Offshore Wind, partially offset by higher contract
losses at Offshore Wind compared to the prior year of $0.6 billion.
ELECTRIFICATION
| RPO December 31 | 2024 | 2023 | 2022 |
| Equipment | $20,005 | $13,233 | $6,384 |
| Services | 3,448 | 3,109 | 2,587 |
| Total RPO | $23,453 | $16,342 | $8,971 |
RPO as of December 31, 2024 increased $7.1 billion (44%) from December 31, 2023 primarily due to orders outpacing revenues across all
businesses.
| SEGMENT REVENUES AND EBITDA | 2024 | 2023 | 2022 | |||
| Grid Solutions | $4,957 | $3,955 | $3,133 | |||
| Power Conversion | 1,194 | 1,027 | 843 | |||
| Electrification Software | 917 | 874 | 804 | |||
| Solar & Storage Solutions | 482 | 522 | 296 | |||
| Total segment revenues | $7,550 | $6,378 | $5,076 | |||
| Equipment | $5,534 | $4,532 | $3,470 | |||
| Services | 2,015 | 1,846 | 1,606 | |||
| Total segment revenues | $7,550 | $6,378 | $5,076 | |||
| Segment EBITDA | $679 | $234 | $(164) | |||
| Segment EBITDA margin | 9.0 | % | 3.7 | % | (3.2) | % |
For the year ended December 31, 2024**, segment revenues were** up $1.2 billion (18%) and segment EBITDA was up $0.4 billion**.**
Segment revenues increased $1.2 billion (18%) organically*, led by growth in equipment at Grid Solutions and Power Conversion.
Segment EBITDA increased $0.4 billion organically*, primarily driven by higher volume, price, and productivity.
*Non-GAAP Financial Measure
2024 FORM 10-K 40
OTHER INFORMATION
Gross Profit and Gross Margin. Gross profit was $6.1 billion, $4.8 billion, and $3.5 billion and gross margin was 17.4%, 14.5%, and
11.7% for the years ended December 31, 2024, 2023, and 2022, respectively. The increase in gross profit in 2024 was due to an increase
at Power due to Gas Power Services driven from volume, mix, productivity, and price, which more than offset inflation; an increase at
Electrification due to higher volume, price, and cost productivity at Grid Solutions and Electrification Software; and an increase at Wind, due
to Onshore Wind through improved pricing, volume, market selectivity, and the impact of cost reduction activities, and a gain recorded on
the settlement of a previously canceled project at Offshore Wind, partially offset by incremental contract losses at Offshore Wind.
Selling, General, and Administrative. Selling, general, and administrative costs were $4.6 billion, $4.8 billion, and $5.4 billion and
comprised 13.3%, 14.6%, and 18.1% of revenues for the years ended December 31, 2024, 2023, and 2022, respectively. The decrease in
costs in 2024 was primarily attributable to a $0.3 billion arbitration refund received in the second quarter of 2024 and cost reduction
initiatives, partially offset by higher corporate costs required to operate as a stand-alone public company and separation costs.
Restructuring and Other Charges. We continuously evaluate our cost structure and are implementing several restructuring and process
transformation actions considered necessary to simplify our organizational structure. In addition, in connection with the Spin-Off, we
incurred and will continue to incur certain one-time separation costs and recognized a benefit related to deferred intercompany profit upon
GE retaining the renewable energy U.S. tax equity investments. See Note 23 in the Notes to the consolidated and combined financial
statements for further information.
Research and Development (R&D). We conduct R&D activities to continually enhance our existing products and services, develop new
products and services to meet our customers’ changing needs and demands, and address new market opportunities. In addition to funding
R&D internally, we also receive funding externally from our customers, partners, and governments, which contributes to the overall R&D for
the Company.
| GEV funded | Customer and Partner funded(a) | Total R&D | |||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Power | $391 | $324 | $308 | $187 | $113 | $86 | $578 | $437 | $394 |
| Wind | 222 | 248 | 368 | 8 | 18 | 19 | 230 | 266 | 387 |
| Electrification | 349 | 324 | 303 | 8 | — | — | 357 | 324 | 303 |
| Other(b) | 20 | — | — | 57 | 56 | 60 | 77 | 56 | 60 |
| Total | $982 | $896 | $979 | $260 | $187 | $165 | $1,242 | $1,083 | $1,144 |
(a) Primarily related to funding in our Nuclear Power business.
(b) Includes Advanced Research.
Interest and Other Financial Charges – Net**.** Interest and other financial charges – net was a $0.1 billion benefit for the year ended
December 31, 2024 and a $0.1 billion and $0.2 billion charge for the years ended December 31, 2023 and 2022, respectively. The higher
income in 2024 was primarily due to a higher average balance of invested funds and interest received from an arbitration refund. The
primary components of net interest and other financial charges are fees on cash management activities, interest on borrowings, and
interest earned on cash balances and short-term investments.
Income Taxes. The effective tax rate and provision (benefit) for income taxes for the years ended December 31, 2024, 2023, and 2022
were as follows:
| 2024 | 2023 | 2022 | |
| Effective tax rate (ETR) | 37.6% | (264.1)% | (10.0)% |
| Provision (benefit) for income taxes | $939 | $344 | $248 |
The effective tax rate for year ended December 31, 2024 was impacted primarily by an increase in valuation allowances in the U.S. and in
certain foreign jurisdictions with losses providing no tax benefit, partially offset by a pre-tax gain with an insignificant tax impact from the
sale of a portion of Steam Power nuclear activities to EDF.
We recorded an income tax expense on a pre-tax loss in the years ended December 31, 2023 and 2022 due to taxes in profitable
jurisdictions and an increase in valuation allowances from losses providing no tax benefit in other jurisdictions.
See Note 15 in the Notes to the consolidated and combined financial statements for further information.
CAPITAL RESOURCES AND LIQUIDITY**.** Historically, we participated in cash pooling and other financing arrangements with GE to
manage liquidity and fund our operations. As a result of completing the Spin-Off, we no longer participate in these arrangements and our
Cash, cash equivalents, and restricted cash are held and used solely for our own operations. Our capital structure, long-term commitments,
and sources of liquidity have changed significantly from our historical practices. In connection with the Spin-Off, we received $0.8 billion of
cash from GE through a cash contribution of $0.5 billion to fund future GE Vernova operations and a cash transfer of $0.3 billion restricted
in connection with certain legal matters associated with legacy GE operations, such that our cash balance on the date of the completion of
the Spin-Off was approximately $4.2 billion. As of December 31, 2024, our Cash, cash equivalents, and restricted cash was $8.2 billion,
$0.4 billion of which was restricted use cash. During the year ended December 31, 2024, we received proceeds of $0.9 billion, net of
directly attributable taxes paid, from the sales of a portion of our equity interest in GE Vernova T&D India Ltd (formerly known as GE T&D
India Ltd), proceeds of $0.2 billion from the sale of a portion of our investment in China XD Electric Co., Ltd., net cash proceeds of $0.6
billion from our Steam Power business sale of part of its nuclear activities to EDF, and a cash refund of $0.3 billion in connection with an
arbitration proceeding. In addition, we have access to a $3.0 billion committed revolving credit facility (Revolving Credit Facility). See “—
Capital Resources and Liquidity—Debt” for further information. We believe our unrestricted cash, cash equivalents, future cash flows
2024 FORM 10-K 41
generated from operations, and committed credit facility will be responsive to the needs of our current and planned operations for at least
the next 12 months.
On December 10, 2024, the Board of Directors declared a $0.25 per share quarterly dividend on the outstanding common stock, which we
paid on January 28, 2025, to stockholders of record as of December 20, 2024. In addition, on December 10, 2024, we announced that the
Board of Directors had authorized up to $6 billion of common stock repurchases.
Consolidated and Combined Statement of Cash Flows. The most significant source of cash flows from operations is customer-related
activities, the largest of which is collecting cash resulting from equipment or services sales. The most significant operating uses of cash are
to pay our suppliers, employees, tax authorities, and postretirement plans. We measure ourselves on a free cash flow* basis. We believe
that free cash flow* provides management and investors with an important measure of our ability to generate cash on a normalized basis.
Free cash flow* also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations; however, free cash flow*
does not delineate funds available for discretionary uses as it does not deduct the payments required for certain investing and financing
activities.
We typically invest in PP&E over multiple periods to support new product introductions and increases in manufacturing capacity and to
perform ongoing maintenance of our manufacturing operations. We believe that while PP&E expenditures will fluctuate period to period, we
will need to maintain a material level of net PP&E spend to maintain ongoing operations and growth of the business.
| FREE CASH FLOW (NON-GAAP) | 2024 | 2023 |
| Cash from (used for) operating activities (GAAP) | $2,583 | $1,186 |
| Add: Gross additions to property, plant, and equipment and internal-use software | (883) | (744) |
| Free cash flow (Non-GAAP) | $1,701 | $442 |
Cash from (used for) operating activities was $2.6 billion and $1.2 billion for the years ended December 31, 2024 and 2023,
respectively.
Cash from (used for) operating activities increased by $1.4 billion in 2024 compared to 2023 primarily driven by: higher net income (after
adjusting for depreciation of PP&E, amortization of intangible assets, and (gains) losses on purchases and sales of business interests) of
$1.3 billion, including the impact of a $0.3 billion cash refund we received in connection with an arbitration proceeding in the second quarter
of 2024; an increase of $1.7 billion in accounts payable and equipment project payables, primarily due to lower disbursements, including a
lower impact related to prepayments compared to the prior year, and higher purchases; partially offset by a decrease in current contract
assets of $(0.5) billion, due to higher revenue recognition, partially offset by an unfavorable change in estimated profitability, in Gas Power;
a decrease in current receivables of $(0.5) billion, primarily due to higher billings, an increase in past dues, and increases in supplier
advances; a decrease in inventories of $(0.4) billion, primarily due to higher build in Power; and a decrease in due to related parties of
$(0.3) billion, primarily due to settlements of payables with GE prior to the Spin-Off in 2024.
Cash from operating activities of $2.6 billion for the year ended December 31, 2024 included a $1.1 billion inflow from changes in working
capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of $2.8
billion, driven by net collections at Power, and down payments and collections on several large projects in Grid Solutions at Electrification,
partially offset by liquidations and the settlement of a previously canceled project at Wind; accounts payable and equipment project
payables of $1.1 billion, due to material purchases outpacing disbursements, including an increase in prepayments as we more closely
align the timing of disbursements and collections; current receivables of $(1.3) billion, driven by billings outpacing collections, an increase in
past dues, and increases in supplier advances in order to secure future volume, primarily in Power; inventories of $(0.6) billion, primarily in
Gas Power, to support fulfillment and deliveries expected in 2025, partially offset by liquidations in Wind; current contract assets of $(0.4)
billion, driven by revenue recognition exceeding billings on our equipment and other service agreements in Wind and Electrification, and on
our contractual service agreements in Gas Power, partially offset by an unfavorable change in estimated profitability; and changes in due to
related parties of $(0.4) billion, primarily due to settlements of payables with GE prior to the Spin-Off.
Cash from operating activities of $1.2 billion for the year ended December 31, 2023 included a $1.1 billion inflow from changes in working
capital. The cash inflow from changes in working capital was primarily driven by: contract liabilities and current deferred income of $2.8
billion as a result of project collections and down payments in Power, Wind and Electrification outpacing revenue recognition; partially offset
by current receivables of $(0.8) billion, driven by billings outpacing collections across our businesses; and accounts payable and equipment
project payables of $(0.7) billion, driven by higher disbursements, including prepayments of supply chain finance programs at Wind and
Power.
Cash from (used for) investing activities was less than $(0.1) billion and $(0.7) billion for the years ended December 31, 2024 and 2023,
respectively.
Cash from (used for) investing activities increased by $0.7 billion in 2024 compared to 2023 primarily driven by: net proceeds from principal
business dispositions of $0.8 billion, primarily as a result of our Steam Power business sale of part of its nuclear activities to EDF in our
Power segment; and the nonrecurrence of the net impact of our acquisition of Nexus Controls and other investment sales of $0.2 billion in
2023; partially offset by an increase in additions to PP&E and internal-use software of $0.1 billion. Net sales of and distributions from equity
method investments were flat, as the sale of a 3% equity interest in China XD Electric Co., Ltd. in the fourth quarter of 2024 was offset by
lower sales in our Financial Services business. Cash used for additions to PP&E and internal-use software, which is a component of free
cash flow*, was $0.9 billion and $0.7 billion for the years ended December 31, 2024 and 2023, respectively.
*Non-GAAP Financial Measure
2024 FORM 10-K 42
Cash from (used for) financing activities was $3.7 billion and $(0.4) billion for the years ended December 31, 2024 and 2023,
respectively. Cash from financing activities increased by $4.1 billion in 2024 compared to 2023 primarily driven by: higher transfers from
parent of $3.3 billion; and proceeds from the sales of approximately 24% of our equity interest in GE Vernova T&D India Ltd, a power
transmission and distribution solution provider, of $0.9 billion in 2024, net of directly attributable taxes paid, which is reflected in All other
financing activities. After the sales, we continue to retain a controlling interest in GE Vernova T&D India Ltd.
Material Cash Requirements. In the normal course of business, we enter into contracts and commitments that oblige us to make
payments in the future. See Notes 7 and 22 in the Notes to the consolidated and combined financial statements for further information
regarding our obligations under lease and guarantee arrangements as well as our investment commitments. See Note 13 in the Notes to
the consolidated and combined financial statements for further information regarding material cash requirements related to our pension
obligations.
Debt. As of both December 31, 2024 and 2023, we had $0.1 billion of total debt, excluding finance leases. We have a $3.0 billion Revolving
Credit Facility to fund near-term intra-quarter working capital needs as they arise. In addition, we have a $3.0 billion committed trade
finance facility (Trade Finance Facility, and together with the Revolving Credit Facility, the Credit Facilities). The Trade Finance Facility has
not been and is not expected to be utilized, and does not contribute to direct liquidity. We believe that our financing arrangements, future
cash from operations, and access to capital markets will provide adequate resources to fund our future cash flow needs. For more
information about the Credit Facilities, refer to our Current Report on Form 8-K, filed with the SEC on April 2, 2024, and see Note 22 in the
Notes to the consolidated and combined financial statements.
Credit Ratings and Conditions. We have access to the Revolving Credit Facility to fund operations, and we may rely on debt capital
markets in the future to further support our liquidity needs. The cost and availability of any debt financing is influenced by our credit ratings
and market conditions. Standard and Poor's Global Ratings (S&P) and Fitch Ratings (Fitch) have issued credit ratings for the Company.
Our credit ratings as of the date of this filing are set forth in the following table.
| S&P | Fitch | |
| Outlook | Stable | Stable |
| Long term | BBB- | BBB |
We are disclosing our credit ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds
and access to credit. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each
rating should be evaluated independently of any other rating. See Item 1A. "Risk Factors—Risks Relating to Our Business and Our Industry
—Risks Relating to Operations and Supply Chain" and Item 1A. "Risk Factors—Risks Relating to Financial, Accounting, and Tax Matters"
for a description of some of the potential consequences of a reduction in our credit ratings.
If we are unable to maintain investment grade ratings, we could face significant challenges in being awarded new contracts, substantially
increasing financing and hedging costs, and refinancing risks as well as substantially decreasing the availability of credit. As of December
31, 2024, we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.
Parent Company Credit Support. Prior to the Spin-Off, to support GE Vernova businesses in selling products and services globally, GE
often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the
performance of its subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for non-
customer related activities of GE Vernova (collectively, the GE credit support). In connection with the Spin-Off, we are working to seek
novation or assignment of GE credit support, the majority of which relates to parent company guarantees, associated with GE Vernova
legal entities from GE to GE Vernova. For GE credit support that remained outstanding at the Spin-Off, GE Vernova is obligated to use
reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations and liabilities under, all such credit support.
Beginning in 2025, GE Vernova will pay a quarterly fee to GE based on amounts related to the GE credit support. GE Vernova is subject to
other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE Vernova. In
addition, while GE will remain obligated under the contract or instrument, GE Vernova will be obligated to indemnify GE for credit support
related payments that GE is required to make and possible related costs.
As of December 31, 2024, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $17
billion, an over 74% reduction since December 31, 2023 and over 52% reduction since the Spin-Off. We expect approximately $10 billion of
the RPO related to GE credit support obligations to contractually mature within five years from December 31, 2024. The underlying
obligations are predominantly customer contracts that GE Vernova performs in the normal course of its business. We have no known
instances historically where payments or performance from GE were required under parent company guarantees relating to GE Vernova
customer contracts.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**.** For a discussion of recently issued accounting standards, see Note 2
in the Notes to the consolidated and combined financial statements for further information.
CRITICAL ACCOUNTING ESTIMATES**.** To prepare our consolidated and combined financial statements in accordance with U.S.
GAAP, management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our
contingent liabilities, as of the date of our financial statements and the reported amounts of our revenues and expenses during the reporting
periods. Our actual results may differ from these estimates. We consider estimates to be critical (i) if we are required to make assumptions
about material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is
reasonably likely that the accounting estimate will change from period to period. The following are areas considered to be critical and
require management’s judgment: Allocations from GE, Revenue Recognition on Service Agreements, Revenue Recognition on Equipment
on an Over-Time Basis, Goodwill, Income Taxes, Postretirement Benefit Plans, Loss Contingencies, and Environmental and Asset
Retirement Obligations. See Note 2 in the Notes to the consolidated and combined financial statements for further information regarding
our significant accounting policies.
2024 FORM 10-K 43
Allocations From GE. The consolidated and combined financial statements include expense allocations prior to the Spin-Off for certain
corporate, infrastructure, and shared services expenses provided by GE on a centralized basis, including, but not limited to, finance, supply
chain, human resources, IT, insurance, employee benefits, and other expenses that are either specifically identifiable or clearly applicable
to GE Vernova. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder allocated on a
pro rata basis using an applicable measure of headcount, revenue, or other allocation methodologies that are considered to be a
reasonable reflection of the utilization of services provided or the benefit received by GE Vernova during the periods presented.
Management considers that such allocations have been made on a reasonable basis; however, these allocations may not be indicative of
the actual expense that would have been incurred had we operated as an independent, stand-alone public entity.
Revenue Recognition on Service Agreements. We have long-term service agreements with our customers within our Power and Wind
segments that require us to maintain the customers’ assets over the contract terms, which generally range from 5 to 25 years.
Power. Within Power, these long-term service agreements, which we refer to as contractual service agreements, generally include
maintenance associated with major outage events and revenues are recognized as we perform under the arrangements using the
percentage of completion method, which is based on costs incurred relative to our estimate of total expected costs. This requires us to
make estimates of customer payments expected to be received over the contract term as well as the costs to perform required
maintenance services.
Customers generally pay us based on the utilization of the asset (per hour of usage for example) or upon the occurrence of a major
maintenance event within the contract. As a result, a significant estimate in determining expected revenues of a contract is estimating how
customers will utilize their assets over the term of the agreement. The estimate of utilization, which can change over the contract life,
impacts both the amount of customer payments we expect to receive and our estimate of future contract costs. Customers’ asset utilization
will influence the timing and extent of maintenance events over the life of the contract. We generally use historical utilization trends in
developing our revenue estimates. To develop our cost estimates, we consider the timing and extent of future maintenance events,
including the amount and cost of labor, spare parts and other resources required to perform the services.
We routinely review estimates under long-term service agreements and regularly revise them to adjust for changes in outlook. These
revisions are based on objectively verifiable information that is available at the time of the review. Contract modifications that change the
rights and obligations, as well as the nature, timing and extent of future cash flows, are evaluated for potential price concessions, contract
asset impairments and significant financing to determine if adjustments of earnings are required before effectively accounting for a modified
contract as a new contract.
We regularly assess expected billings adjustments and customer credit risk inherent in the carrying amounts of receivables and contract
assets, including the risk that contractual penalties may not be sufficient to offset our accumulated investment in the event of customer
termination. We gain insight into future utilization and cost trends, as well as credit risk, through our knowledge of the installed base of
equipment and close interaction with our customers that comes with supplying critical services and parts over extended periods. Revisions
may affect a long-term services agreement’s total estimated profitability resulting in an adjustment of earnings.
As of December 31, 2024, our net long-term service agreements balance of $3.5 billion represents approximately 5% of our total estimated
life of contract billings. Our contracts (on average) are approximately 29% complete based on costs incurred to date and our estimate of
future costs. Revisions to our estimates of future billings or costs that increase or decrease total estimated contract profitability by one
percentage point would increase or decrease the long-term service agreements contract assets balance by $0.2 billion. Billings on these
contracts were $5.0 billion during both the years ended December 31, 2024 and 2023. See Notes 2 and 9 in the Notes to the consolidated
and combined financial statements for further information.
Wind. The equipment within our Wind segment generally does not require major planned outages and revenues associated with service
agreements are recognized on a straight-line basis consistent with the nature, timing and extent of these arrangements, which generally
include planned and unplanned maintenance and may also include performance guarantees of the wind farm’s availability to operate under
adequate wind conditions. Availability is typically measured across the wind farm over a reference period of one year. Any forecasted
shortfalls that may result in a payment to a customer are recorded as a reduction of revenues, while additional revenues are recognized
when availability exceeds the contractual targets. During the years ended December 31, 2024, 2023, and 2022, the reduction of revenues
from availability shortfalls was $0.3 billion, $0.3 billion and $0.1 billion, respectively. A further 1% reduction in availability across the entire
fleet would have resulted in an additional revenue reduction of less than $0.1 billion.
Revenue Recognition on Equipment on an Over-Time Basis. We have agreements for the sale of customized goods, including power
generation equipment such as gas and certain wind turbines. We recognize revenues as we perform under the arrangements using the
percentage of completion method, which is based on our costs incurred to date relative to our estimate of total expected costs. This
requires us to make estimates of customer payments expected to be received over the contract term as well as the costs to complete the
project. In addition, variable consideration is included in the transaction price if, in our judgment, it is expected that a significant future
reversal of cumulative revenue under the contract will not occur. Some of our contracts with customers for the sale of equipment contain
clauses for liquidated damages related to milestones established for on-time delivery or meeting certain product specifications. On an
ongoing basis, we evaluate the probability and magnitude of having to pay liquidated damages. This is factored into our estimate of variable
consideration using the expected value method taking into consideration progress towards meeting contractual milestones, specified
liquidated damages rates, if applicable, and history of paying liquidated damages to the customer or similar customers.
Our billing terms for these agreements are generally based on achieving specified milestones and include billing adjustments for project
delays and performance guarantees. As a result, a significant estimate in determining expected revenues of a contract is estimating project
execution timelines that may be adjusted due to internal and external supply chain adjustments, overall project execution, and product
performance. We generally use a combination of historical information as well as forward-looking information surrounding project execution
timelines and product performance in developing our revenue estimates. To develop our revenue estimates, we start with the contract price
and then make downward revisions based on historical trends. In addition, we also adjust as we become aware of new information.
2024 FORM 10-K 44
Our estimation of the total costs required to fulfill our promise to a customer is generally based on our history of manufacturing similar
assets for customers. This estimation of cost is critical to our revenue recognition process and is updated routinely to reflect changes in
quantity or cost of the inputs. In certain projects, the underlying technology or promise to the customer is unique to what we have
historically promised, and reliably estimating the total cost to fulfill the promise to the customer requires a significant level of judgment. The
estimation of costs is subject to increased subjectivity when we introduce new products and technologies, and actual costs may differ from
estimates more widely at this stage of development due to lack of historical experience.
We routinely review estimates and regularly revise them to adjust for changes in outlook. These revisions are based on objectively
verifiable information that is available at the time of the review.
Goodwill. We test goodwill for impairment at the reporting unit level annually in the fourth quarter of each year using October 1st as the
measurement date. We also test goodwill for impairment when an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying value. An impairment charge is recognized if the carrying amount of a reporting
unit exceeds its fair value.
We determine fair value for each of the reporting units using the market approach, when available and appropriate, or the income
approach, or a combination of both. We assess the valuation methodology based upon the relevance and availability of the data at the time
we perform the valuation. If multiple valuation methodologies are used, the results are weighted appropriately.
Under the market approach fair value is derived from metrics of publicly traded companies or historically completed transactions of
comparable businesses, when available. The selection of comparable businesses is based on the markets in which the reporting units
operate giving consideration to risk profiles, size, geography, and diversity of products and services. A market approach is limited to
reporting units for which there are publicly traded companies that have characteristics similar to our businesses.
Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an
appropriate risk-adjusted rate. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective
businesses and in our internally developed forecasts.
Based on the results of the impairment tests as of October 1, 2024, the fair values of our reporting units substantially exceeded their
carrying values. Estimating the fair value of reporting units involves the use of significant judgments that are based on a number of factors
including actual operating results, internal forecasts, such as forecasts of costs, margins, investments and capital expenditures, market
observable pricing multiples of similar businesses and comparable transactions, possible control premiums, determining the appropriate
discount rate and long-term growth rate assumptions, and, if multiple approaches are being used, determining the appropriate weighting
applied to each approach. It is reasonably possible that the judgments and estimates described above could change in future periods. See
Note 8 in the Notes to the consolidated and combined financial statements for further information.
Income Taxes. Prior to the Spin-Off, GE Vernova was included in the consolidated U.S. federal, state and foreign income tax returns of
GE, where eligible, through April 2, 2024. We have adopted the separate return method in preparing a provision for income taxes for the
periods prior to the Spin-off. The calculation of income taxes on a separate return basis requires considerable judgment and use of both
estimates and allocations. As a result, our provision for income taxes and deferred tax assets and liabilities reflected in our consolidated
and combined financial statements for the periods 2022, 2023, and the first quarter of 2024 have been estimated as if we were a separate
taxpayer. Following the Spin-off, GE Vernova will file tax returns independently and our provision for income taxes is prepared on a stand-
alone basis.
We only recognize the tax benefits from income tax positions that have a greater than 50 percent likelihood of being sustained upon
examination by the taxing authorities. A liability is recorded for uncertain tax positions when there is a 50 percent or less likelihood such tax
position would be sustained based on its technical merits. Significant judgement is required when evaluating tax positions for uncertainty.
We re-evaluate uncertain tax positions upon changes in facts and circumstances, changes in tax law or guidance, and upon effective
settlement of issues with tax authorities. Changes in the recognition or measurement of uncertain tax positions could result in material
increases or decreases in our provision (benefit) for income taxes in the period such determination is made.
We record deferred taxes on the future tax consequences of differences between the financial statement carrying value of our assets and
liabilities and their respective tax basis. The realization of deferred tax assets depends on sufficient sources of taxable income. Possible
sources of taxable income include taxable income in carry-back periods, the future reversal of existing taxable temporary differences
recorded as a deferred tax liability, tax-planning strategies that generate future income, and projected future taxable income. If, based upon
all available evidence, both positive and negative, it is more likely than not such deferred tax assets will not be realized, a valuation
allowance is recorded to adjust the deferred tax assets to the net amount which is more likely than not to be realized. Significant weight is
given to evidence that is objectively verifiable such as cumulative losses in recent years; however, some evidence may be based on
estimates and assumptions regarding potential sources of future taxable income. Changes in these estimates and assumptions may result
in a change in judgement regarding the realizability of deferred tax assets.
Based on our assessment of the realizability of our deferred tax assets as of December 31, 2024, we continue to maintain valuation
allowances against our deferred tax assets in the U.S. and certain foreign jurisdictions, primarily due to cumulative losses in those
jurisdictions. Given the current year profit and anticipated future profitability in the U.S., it is reasonably possible that the continued
improvement in our U.S. operations could result in the positive evidence necessary to warrant the release of a significant portion of our U.S.
valuation allowance as early as the second half of 2025. A release of the valuation allowance would result in the recognition of certain U.S.
deferred tax assets and a corresponding benefit in our provision for income taxes in the period the release occurs. See Note 15 in the
Notes to the consolidated and combined financial statements for further information.
Postretirement Benefit Plans. We engage third-party actuaries to assist in the determination of pension obligations and related plan
costs. We develop significant long-term assumptions including discount rates and the expected rate of return on assets in connection with
2024 FORM 10-K 45
our pension accounting. We recognize differences between the expected long-term return on plan assets, the actual return, and net
actuarial gains and losses for the pension plan liabilities annually in the fourth quarter of each fiscal year and whenever a plan is
determined to qualify for a remeasurement within the Consolidated and Combined Statement of Comprehensive Income (Loss).
Accounting requirements necessitate the use of assumptions to reflect the uncertainties and the length of time over which the pension
obligations will be paid. The actual amount of future benefit payments will depend upon when participants retire, the amount of their benefit
at retirement, and how long they live. We discount the future payments using a rate that matches the time frame over which the payments
will be made. We also assume a long-term rate of return that will be earned on investments used to fund these payments.
We evaluate these assumptions annually. We periodically evaluate other assumptions, such as compensation, retirement age, mortality,
and turnover, and update them as necessary to reflect our actual experience and expectations for the future.
We determine the discount rate using the weighted-average yields on high-quality fixed-income securities that have maturities consistent
with the timing of benefit payments. Lower discount rates increase the size of the benefit obligations and generally increase pension
expense in the following year; higher discount rates reduce the size of the benefit obligation and generally reduce subsequent-year pension
expense.
The expected return on plan assets is the estimated long-term rate of return that will be earned on the investments used to fund the
pension obligations. To determine this rate, we consider the current and target composition of plan investments, our historical returns
earned, and our expectation about the future.
As of the measurement date of December 31, 2024, net periodic benefit income for 2025 is estimated to be $0.5 billion. The components of
net periodic benefit costs, other than the service component, are included in Non-operating benefit income in our Consolidated and
Combined Statement of Income (Loss).
Fluctuations in discount rates can significantly impact pension costs and obligations. A 25 basis point decrease in the discount rate would
increase our principal pension plan cost in the following year by less than $0.1 billion and would also expect an increase in the principal
pension plan projected benefit obligation at year-end by approximately $0.2 billion. A 50 basis point decrease in the expected return on
assets would increase principal pension plan cost in the following year by approximately $0.1 billion. See Note 13 in the Notes to the
consolidated and combined financial statements for further information.
Loss Contingencies**.** Loss contingencies are existing conditions, situations or circumstances involving uncertainty as to possible loss that
will ultimately be resolved when future events occur or fail to occur. Such contingencies include, but are not limited to, warranties,
environmental obligations, litigation, regulatory investigations and proceedings, and losses resulting from other events and developments.
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss.
We consider many factors in making these assessments, including historical experience and matter specifics. Estimates are developed in
consultation with legal counsel and are based on an analysis of potential results.
When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low end of such range. However, the
likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a
range of loss may not be practicable based on the information available and the potential effect of future events and negotiations with or
decisions by third parties that will determine the ultimate resolution of the contingency. Moreover, it is not uncommon for such matters to be
resolved over many years, during which time relevant developments and new information must be continuously evaluated to determine
both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. Disclosure is provided for
material loss contingencies when a loss is probable, but a reasonable estimate cannot be made, and when it is reasonably possible that a
loss will be incurred or the amount of a loss will exceed the recorded provision. We regularly review contingencies to determine whether the
likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. See Note 22 in the
Notes to the consolidated and combined financial statements for further information.
Environmental and Asset Retirement Obligations**.** Our operations involve the use, disposal, and cleanup of substances regulated under
environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental
remediation activities and may incur additional liabilities in connection with previously remediated sites or as a result of any restructuring
actions taken in future periods. Additionally, like many other industrial companies, we and our subsidiaries are defendants in various
lawsuits related to alleged worker exposure to asbestos or other hazardous materials. Liabilities for environmental remediation, nuclear
decommissioning and worker exposure claims exclude possible insurance recoveries.
We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the
obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent legal obligations to return leased
premises to their initial state or dismantle and repair specific alterations for certain leased sites. The liability is measured at the present
value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs are capitalized as part
of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. See Note 22 in the Notes to the
consolidated and combined financial statements for further information.
NON-GAAP FINANCIAL MEASURES**.** The non-GAAP financial measures presented in this Annual Report on Form 10-K are
supplemental measures of our performance and our liquidity that we believe help investors understand our financial condition and operating
results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding
U.S. GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or
are unrelated to our core operating results and the overall health of the Company. We believe that these non-GAAP financial measures
provide investors greater transparency to the information used by management for its operational decision-making and allow investors to
see our results “through the eyes of management.” We further believe that providing this information assists our investors in understanding
our operating performance and the methodology used by management to evaluate and measure such performance. When read in
conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying
2024 FORM 10-K 46
businesses and can be used by management as one basis for financial, operational, and planning decisions. Finally, these measures are
often used by analysts and other interested parties to evaluate companies in our industry.
Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by
other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from
company to company. In order to compensate for these and the other limitations discussed below, management does not consider these
measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers
should review the reconciliations below, and above with respect to free cash flow, and should not rely on any single financial measure to
evaluate our business. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable
U.S. GAAP financial measures follow.
We believe the organic measures presented below provide management and investors with a more complete understanding of underlying
operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions, and foreign currency,
which includes translational and transactional impacts, as these activities can obscure underlying trends.
| ORGANIC REVENUES, EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP) | |||||||||||
| Revenue(a) | Segment EBITDA | Segment EBITDA margin | |||||||||
| 2024 | 2023 | V% | 2024 | 2023 | V% | 2024 | 2023 | V pts | |||
| Power (GAAP) | $18,127 | $17,436 | 4% | $2,268 | $1,722 | 32% | 12.5% | 9.9% | 2.6pts | ||
| Less: Acquisitions | 41 | — | 14 | — | |||||||
| Less: Business dispositions | 127 | 643 | (21) | (19) | |||||||
| Less: Foreign currency effect | 12 | 2 | (35) | (118) | |||||||
| Power organic (Non-GAAP) | $17,947 | $16,791 | 7% | $2,310 | $1,859 | 24% | 12.9% | 11.1% | 1.8pts | ||
| Wind (GAAP) | $9,701 | $9,826 | (1)% | $(588) | $(1,033) | 43% | (6.1)% | (10.5)% | 4.4pts | ||
| Less: Acquisitions | — | — | — | — | |||||||
| Less: Business dispositions | — | — | — | — | |||||||
| Less: Foreign currency effect | (40) | (52) | (52) | (112) | |||||||
| Wind organic (Non-GAAP) | $9,741 | $9,878 | (1)% | $(536) | $(922) | 42% | (5.5)% | (9.3)% | 3.8pts | ||
| Electrification (GAAP) | $7,550 | $6,378 | 18% | $679 | $234 | F | 9.0% | 3.7% | 5.3pts | ||
| Less: Acquisitions | 3 | 1 | (3) | — | |||||||
| Less: Business dispositions | — | — | — | — | |||||||
| Less: Foreign currency effect | 22 | 16 | (16) | (27) | |||||||
| Electrification organic (Non-GAAP) | $7,525 | $6,361 | 18% | $698 | $261 | F | 9.3% | 4.1% | 5.2pts |
(a) Includes intersegment sales of $483 million and $414 million for the years ended December 31, 2024 and 2023, respectively. See Note
25 in the Notes to the consolidated and combined financial statements for further information.
| ORGANIC REVENUES (NON-GAAP) | 2024 | 2023 | V% |
| Total revenues (GAAP) | $34,935 | $33,239 | 5% |
| Less: Acquisitions | 44 | 1 | |
| Less: Business dispositions | 127 | 643 | |
| Less: Foreign currency effect | (6) | (33) | |
| Organic revenues (Non-GAAP) | $34,771 | $32,630 | 7% |
| EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP) | 2024 | 2023 | V% |
| Total equipment revenues (GAAP) | $18,952 | $18,258 | 4% |
| Less: Acquisitions | 20 | — | |
| Less: Business dispositions | 66 | 382 | |
| Less: Foreign currency effect | (13) | (36) | |
| Equipment organic revenues (Non-GAAP) | $18,880 | $17,912 | 5% |
| Total services revenues (GAAP) | $15,983 | $14,981 | 7% |
| Less: Acquisitions | 24 | 1 | |
| Less: Business dispositions | 61 | 260 | |
| Less: Foreign currency effect | 8 | 3 | |
| Services organic revenues (Non-GAAP) | $15,890 | $14,717 | 8% |
We believe that Adjusted EBITDA* and Adjusted EBITDA margin*, which are adjusted to exclude the effects of unique and/or non-cash
items that are not closely associated with ongoing operations, provide management and investors with meaningful measures of our
performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying
profitability factors. We believe Adjusted organic EBITDA* and Adjusted organic EBITDA margin* provide management and investors with,
when considered with Adjusted EBITDA* and Adjusted EBITDA margin*, a more complete understanding of underlying operating results
and trends of established, ongoing operations by further excluding the effect of acquisitions, dispositions, and foreign currency, which
includes translational and transactional impacts, as these activities can obscure underlying trends. We believe these measures provide
additional insight into how our businesses are performing on a normalized basis. However, Adjusted EBITDA*, Adjusted organic EBITDA*,
*Non-GAAP Financial Measure
2024 FORM 10-K 47
Adjusted EBITDA margin* and Adjusted organic EBITDA margin* should not be construed as inferring that our future results will be
unaffected by the items for which the measures adjust.
| ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP) | 2024 | 2023 | V% | 2022 |
| Net income (loss) (GAAP) | $1,559 | $(474) | F | $(2,722) |
| Add: Restructuring and other charges(a) | 426 | 433 | 288 | |
| Add: Steam Power asset sale impairment | — | — | 824 | |
| Add: Purchases and sales of business interests(b) | (1,024) | (92) | (55) | |
| Add: Russia and Ukraine charges(c) | — | 95 | 188 | |
| Add: Separation costs (benefits)(d) | (9) | — | — | |
| Add: Arbitration refund(e) | (254) | — | — | |
| Add: Non-operating benefit income(f) | (536) | (567) | (188) | |
| Add: Depreciation and amortization(g) | 1,008 | 847 | 893 | |
| Add: Interest and other financial charges – net(h)(i) | (130) | 53 | 97 | |
| Add: Provision (benefit) for income taxes(i) | 995 | 512 | 247 | |
| Adjusted EBITDA (Non-GAAP) | $2,035 | $807 | F | $(428) |
| Net income (loss) margin (GAAP) | 4.5% | (1.4)% | 5.9 pts | (9.2)% |
| Adjusted EBITDA margin (Non-GAAP) | 5.8% | 2.4% | 3.4 pts | (1.4)% |
| (a) Consists of severance, facility closures, acquisition and disposition, and other charges associated with major restructuring programs. (b) Consists of gains and losses resulting from the purchases and sales of business interests and assets. (c) Related to recoverability of asset charges recorded in connection with the ongoing conflict between Russia and Ukraine and resulting sanctions primarily related to our Power business. (d) Costs incurred in the Spin-Off and separation from GE, including system implementations, advisory fees, one-time stock option grant, and other one-time costs. In addition, includes $136 million benefit related to deferred intercompany profit that was recognized upon GE retaining the renewable energy U.S. tax equity investments at the time of the Spin-Off in the second quarter of 2024. (e) Represents cash refund received in connection with an arbitration proceeding, constituting the payments previously made to a multiemployer pension plan, and excludes $52 million related to the interest on such amounts that was recorded in Interest and other financial charges – net in the second quarter of 2024. (f) Primarily related to the expected return on plan assets, partially offset by interest cost. (g) Excludes depreciation and amortization expense related to Restructuring and other charges. Includes amortization of basis differences included in Equity method investment income (loss) which is part of Other income (expense) - net. (h) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business operations primarily with customers. (i) Excludes interest expense (income) of $10 million, $45 million, and $54 million and benefit (provision) for income taxes of $56 million, $168 million, and $(1) million for the years ended December 31, 2024, 2023, and 2022, respectively, related to our Financial Services business which, because of the nature of its investments, is measured on an after-tax basis due to its strategic investments in renewable energy tax equity investments. |
| ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN (NON-GAAP) | 2024 | 2023 | V% |
| Adjusted EBITDA (Non-GAAP) | $2,035 | $807 | F |
| Less: Acquisitions | 11 | — | |
| Less: Business dispositions | (21) | (19) | |
| Less: Foreign currency effect | (114) | (257) | |
| Adjusted organic EBITDA (Non-GAAP) | $2,160 | $1,084 | 99% |
| Adjusted EBITDA margin (Non-GAAP) | 5.8% | 2.4% | 3.4 pts |
| Adjusted organic EBITDA margin (Non-GAAP) | 6.2% | 3.3% | 2.9 pts |
See “—Capital Resources and Liquidity” for discussion of free cash flow*.
Previous: Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER · Next: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk