GEV Ge Vernova Inc. - 10-K

ITEM 1A. RISK FACTORS.

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 Operations and Supply Chain

Quality issues among our products, solutions, and services could cause us to incur significant costs, reduce demand for our

products and services, lead to claims for damages or regulatory actions, and harm our business or reputation. We design,

manufacture, and service sophisticated, software-enabled industrial machinery and infrastructure (including gas turbines, onshore and

offshore wind turbines, grid infrastructure, and nuclear power generation equipment), engineered for demanding conditions and compliance

with stringent certification, performance, and reliability standards. A serious product, solution, or execution failure could result in injury or

death, widespread power outages, suspension of power production or operations, delivery delays, environmental impacts, or other

systemic issues.

Actual or perceived design, production, performance, or other quality issues in new introductions or existing product lines have resulted and

can result in warranty, maintenance, and other damage claims, including costs for project delays, repairs, and replacements, potentially in

significant amounts. These potential impacts are greater where the defects or issues affect an entire product line or component and can be

more pronounced with new technologies.

Developing and maintaining offerings that meet these standards is complex, costly, and technologically challenging and requires extensive

coordination across suppliers and global manufacturing and project sites. Failures to meet these standards, whether actual or perceived,

may result in significant contractual or other claims and regulatory suspensions of installation or operations, with adverse financial,

competitive, and reputational effects. Warranty and quality-related costs have represented, and may in the future represent, a meaningful

portion of our expenses.

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Significant supply chain and logistics disruptions, including volatility in the cost or availability of critical materials and

components, could delay or impact our ability to deliver on customer obligations, increase costs, and expose us to contractual

and reputational risks. We rely on third-party suppliers, contract manufacturers, service providers, and commodity markets for raw

materials, parts, components, and subsystems. Our globally distributed supply chains are subject to economic and geopolitical dynamics,

sanctions, tariffs, import/export restrictions, severe weather events, as well as other factors. We operate in a supply-constrained

environment and have experienced, and may continue to experience, shortages of materials and skilled labor, inflationary pressures,

transportation and logistics challenges, and manufacturing disruptions that affect revenues, profitability, cash flow, and on-time fulfillment.

While we pursue mitigation measures, such as long-term supply agreements, dual-sourcing, increased inventory levels, factory capacity

expansion, lean initiatives, alternative logistics, product or component redesign, and cost-sharing with customers and suppliers, supply

chain pressures are expected to persist and may continue to adversely affect our operations and financial performance. Certain inputs are

limited or sole-sourced, concentrated with a small number of suppliers, or primarily available from a single country, including semiconductor

chips and critical materials (such as specialty metals and rare earths). Although prior disruptions have not been material, the inability of a

supplier to deliver, and our inability to secure timely and cost-effective alternatives, could impair our ability to manufacture products or

provide services.

Our operations may be adversely affected by delivery delays, capacity constraints, upstream or downstream production disruptions, price

spikes, cyber-related attacks, or decreased availability of materials and commodities arising from war or other hostilities, natural disasters,

public health emergencies, increased tariffs or trade restrictions, or other business continuity events. Supplier nonperformance or

underperformance could impact our ability to fulfill customer commitments, trigger contract terminations or liability, and impair our

competitiveness.

We depend on multiple forms of transportation and transportation routes. Logistics can be disrupted by weather, strikes or lockouts,

inadequate infrastructure or port capacity, hostilities, terrorism, or other events, and transportation costs can be volatile. Any of these

factors could impede our ability to deliver quality products, solutions, and services and have a material adverse effect on our results of

operations, cash flows, and financial condition.

Disruptions or capacity constraints at our manufacturing and operating facilities could delay deliveries, increase costs, damage

customer relationships, and limit our ability to meet demand for our products and services, and planned capacity expansions

may not result in the benefits we expect if demand does not meet expectations. We depend on our global production and operating

network to develop, manufacture, assemble, supply, and service our offerings. Disruptions such as work stoppages, labor shortages,

import/export restrictions, significant public health or safety events, severe weather or natural disasters, financial distress, unplanned

downtime, manufacturing deviations or quality issues, production constraints, equipment failures, cybersecurity attacks, and geopolitical

dynamics can interrupt our operations, with risks heightened in certain emerging markets .

We also rely on our production facilities for critical components. If disturbances at these locations prevent us from producing sufficient

quantities, we may need to source more from external suppliers, which could introduce delays, quality control issues, or additional costs.

A significant event affecting any of our production or operating facilities, particularly when capacity is at or near full utilization or alternative

sites are unavailable, may disrupt our ability to supply customers, require us to defer or decline orders, or cause late deliveries. Expanding

our capacity to meet current or future demand or support new products requires significant capital investment and lead time and may be

delayed in execution.

Further, our capacity expansions and related commitments may outpace realized demand. We make capacity expansion decisions and

supply commitments based on demand forecasts, orders, slot reservation agreements, and deposits. If anticipated demand is delayed or

does not materialize, orders may be deferred, reduced, or canceled and slot reservation agreements may not result in orders. As a result,

we could be over-invested in our facilities and could incur excess or idle capacity, under-absorption of fixed costs, production inefficiencies,

inventory build and write-downs, penalties under supply agreements, lower margins, and impairment of long-lived assets.

Risks Related to Managing Growth and Competition

We may fail to achieve anticipated cost savings . Achieving our long-term financial and cash flow goals depends on our ability to

effectively manage operating costs. Because many costs are affected by factors outside our control, we rely on productivity initiatives

(including lean operations and supply chain management) to drive savings, but there is no assurance they will succeed. Expected savings

are based on estimates and assumptions that are inherently uncertain and subject to business, economic, and competitive factors. If we

cannot identify, implement, and sustain initiatives that effectively manage costs and increase operating efficiency, or if implemented

initiatives fail to generate expected savings, our financial results and cash flows could be adversely affected and we may fail to achieve our

financial goals.

We may fail to execute and accurately estimate long-term service obligations. We enter into long-term service agreements with many

of our customers in connection with significant contracts for the sale of products. Profitability under these agreements, particularly in Gas

Power, depends on our ability to execute and estimates of product durability and reliability, our costs to deliver products and services over

time, and the availability of cost-reducing materials, technology, and skilled technicians. Under such agreements for our long-cycle

businesses, errors in estimating, planning, or execution may cause us to miss delivery, cost, or financial performance targets, leading to

excess costs, inventory build (including obsolescence), lower profit margins and cash flows, loss contracts, and erosion of our competitive

position.

We may fail to compete successfully in the highly-competitive global markets in which we operate. We operate in highly competitive

domestic and international markets, and our products, solutions, and services face significant pressure on technology, quality, delivery, and

price. Remaining competitive requires continual development of advanced technologies and product enhancements, as well as cost-

effective supply chain, production, and delivery. If we change strategic priorities or fail to anticipate or respond quickly to technological

developments, evolving industry standards, new regulations or incentives, changing customer demands, supply chain disruptions, or

innovations in production techniques, we could experience lower revenues, price erosion, reduced margins, and forgone growth

opportunities. Competition has intensified as existing participants expand internationally and as new entrants, including manufacturers from

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regions such as China, improve quality and reliability and pursue markets outside their home countries. Some competitors are government-

sponsored, which may provide them with an advantage over us, such as access to more resources. In addition, global competition

increasingly depends on innovation in emerging technologies, including nuclear fuels and advanced energy systems, where failure to

innovate could limit our ability to participate in new markets. Further, government policies and actions may impact us more adversely

compared to competitors whose operations are more limited in scope or geographic exposure. If we are unable to continue to compete

successfully against our current or future competitors in our core businesses, we may experience declines in revenues and industry

segment share.

Our business success is dependent upon our ability to innovate and successfully commercialize new technologies in fast-

changing markets, and manage our product cycles. We operate in industries where technology and customer needs evolve rapidly, and

our growth and business depend on developing and bringing to market new products, solutions, and services. The commercial success of

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

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

capital resource availability; the intensity of competition; our customers’ ability to obtain and maintain required permits or certifications; the

effectiveness of our production, distribution, and marketing, including our ability to successfully deploy technologies intended to cost-

effectively enhance our production, such as robotics and automation, and integration of AI; the availability of raw materials and

components; our supply chain; the economics for customers to deploy and support these technologies; overall market demand and

acceptance; and the timing of market entry.

Global competition increasingly depends on innovation in emerging technologies, including nuclear fuels and advanced energy systems,

where failure to innovate could limit our ability to participate in new markets. Failure to cost-effectively innovate and commercialize

technologies, products, solutions, and services our customers demand could adversely impact our competitive position, growth, and

financial results and position. Rapid innovation can shorten product cycles and accelerate market introductions, increasing quality and

execution risks, raising costs, and challenging profitability for new products. These risks are heightened in our Nuclear Power business,

which is constructing small modular reactors. Due to the nascent nature of the industry and higher ramp-up costs, new product

introductions could result in losses in the near and long term. Further, breakthrough technologies deployed at scale by competitors may

reduce the demand for legacy products and technologies.

We may not realize the benefits we expect from our strategic transactions. Our strategy includes acquiring technologies and

businesses that expand, enhance or complement our portfolio through acquisitions, minority equity investments, joint ventures, and other

alliances, and divesting non-core assets or businesses and reinvesting any proceeds in our core businesses. Success depends on

identifying suitable opportunities and synergies, conducting effective due diligence, negotiating favorable terms, obtaining required

approvals, closing transactions, effectively integrating acquired businesses or separating divested operations, and collaborating well with

any joint venture participants, partners, and equity co-owners.

Strategic transactions may expose us to risks and uncertainties, including competition driving higher prices or less favorable terms; delays,

costs, or failures in integration or separation of assets, people, systems, and products; noncompliance with multi-jurisdictional laws,

regulations, disclosures, and filings; operational disruption and management distraction from core operations; dependence on external

capital and financing availability and cost; antitrust or other regulatory reviews, conditions, or adverse rulings; legacy noncompliance or

violations at acquired companies; inability to scale production or loss of distribution channels; inadequate IP rights or heightened scrutiny of

acquired IP, or systems integration and transition complexities; failure to achieve expected growth, cost savings, synergies, or market

acceptance; due diligence gaps or unidentified/underestimated liabilities; successor liability for pre-acquisition conduct; inadequate

compliance and risk management organization and infrastructure at acquired companies; retained liabilities or continued losses after

divestitures; loss of key customers or personnel; and adverse market reactions and stock price volatility.

Assessments and assumptions supporting a transaction may prove incorrect, and actual outcomes may differ significantly from

expectations. In joint ventures and other strategic alliances, we may share ownership and, in some cases, management with others whose

objectives, priorities, or resources may differ from ours, increasing governance and execution risk. Further, any such joint venture or other

strategic alliance, may restrict us from taking certain actions in our business and we may be limited in our ability to exit such arrangements

if we later desire to do so.

Divestitures may be delayed or prevented by difficulties finding buyers or by regulatory, governmental, or contractual constraints, including

provisions of the Separation and Distribution Agreement described under “Certain Relationships and Related Person Transactions—

Agreements with GE" in Part III, Item 13 of our annual report on Form 10-K for the year ended December 31, 2024, as incorporated by

reference from our definitive proxy statement relating to our 2025 Annual Meeting of Stockholders filed with the SEC pursuant to Regulation

Joint ventures, consortiums, and other third-party collaborations expose us to partner, governance, compliance, and financial

risks that could impose additional costs and obligations, cause reputational harm and adversely affect our business, results of

operations, cash flows, financial condition, or prospects. We have entered, and expect to continue entering, into joint ventures for

manufacturing, commercial operations, and project development and funding, and into consortium arrangements to perform projects. These

arrangements involve risks, including exposure to the economic, political, legal, and regulatory environments of partners’ jurisdictions; legal

or regulatory violations by partners outside our control; and contractual, governmental, or exclusivity obligations that may restrict our

operations. They may also require us to incur nonrecurring charges, increased expenditures, or disruption to our normal operations. If

partners face financial distress, restructure, or declare bankruptcy, we may be required to provide additional investment or services,

assume responsibility for contract breaches, or take on additional financial or operational obligations, which may expose us to credit risk.

Our influence over joint ventures varies by ownership and negotiated rights, and major decisions often require consensus, creating risks of

impasses and delays where partner interests diverge. Disputes may arise over performance milestones, interpretation of key terms

(including financial obligations and termination rights), or ownership and control of intellectual property developed in the arrangement. We

cannot control partner actions; in some projects we have joint and several liability and cannot ensure partners will satisfy their

responsibilities. These arrangements may also restrict our access to cash flows or assets of a joint venture, and some joint ventures are

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subject to governmental limitations on cash distributions. Consortium project outcomes depend on partner performance. Partners may

block or delay critical decisions, pursue strategies contrary to our interests, or fail to fulfill obligations, reducing expected returns. We may

need to provide or procure additional services to compensate for such failures, which can increase costs and expose us to reputational

harm and customer or counterparty complaints. Any of the foregoing could materially adversely affect our business, results of operations,

cash flows, financial condition, or prospects.

Risks Related to our Customers and Industry Dynamics

Issues with grid connectivity and customers’ ability to sell generated electricity could delay projects, reduce output, demand and

revenues, increase costs, and cause reputational harm. Many of our customers, projects, and offerings depend on timely grid

connection. Factors beyond our control, including regulatory and permitting requirements and delays, interconnection constraints, limited

land for connection infrastructure, and system failures, may impede or prevent grid connection. If customers cannot obtain grid access or

agreements to sell their electricity on reasonable terms and timelines, order timing and project milestones may be delayed. Grid connection

and operations are governed by statutory and regulatory frameworks intended to ensure safety and stability, but transmission constraints

and operating practices can lead to curtailment (e.g., congestion, limited transmission capacity, or dispatch restrictions). Unplanned project

execution or commissioning challenges due to delays from construction, contractors, or severe weather issues (e.g., wind speed or

direction) can further delay project execution leading to reduced electricity output, reduced demand for our products and solutions,

increased costs for us and our customers, and reputational harm.

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

success depends on delivering in accordance with contractual requirements and anticipating changes in customer and counterparty needs.

Customers and counterparties, including those undertaking large infrastructure projects, may delay or cancel purchases or be unable to

meet their obligations due to business deterioration, cash flow constraints, reduced availability of financing for certain technologies (such as

prohibitions on financing for fossil fuel–based projects), macroeconomic conditions, changes in law or policy, disputes, or other delays. If a

major customer reduces purchases, ceases doing business with us, favors competitors or new entrants, or changes purchasing patterns,

our business could be harmed.

Many of our contracts are complex and contain warranty, performance, delivery, and availability provisions that can trigger significant repair

or replacement costs, penalties, liquidated damages, or other unanticipated expenses if we fail, actually or allegedly, to meet specifications

or schedules. For example, in our Wind business, delays in assembling and delivering critical components (such as nacelles) or other

noncompliance with contract terms have increased costs, presented litigation risks, and exposed us to damages, and we may experience

similar delays and possible consequences in the future. Warranty costs and contract-related penalties have represented, and may in the

future represent, a meaningful portion of our expenses.

We also contract with U.S. and non-U.S. governmental and government-affiliated entities, which may delay, modify, or terminate contracts if

funding or support is unavailable. Collecting receivables can be more challenging with sovereign or state-owned customers and in

emerging markets.

Engaging in new types of transaction structures or unique contractual relationships with nontraditional customers, such as hyperscalers,

government departments focused on energy, or other first‑time counterparties, or with new contracting approaches adopted by traditional

customers, may challenge our ability to effectively negotiate and manage our relationships. Due to our limited experience with such

customers, counterparties, and contracting parties, we may fail to anticipate or control the unique expectations, costs, and operational

complexities associated with such arrangements. Some counterparties may have limited operating histories, different contracting practices,

or weaker credit profiles. They may depend on external financing, subsidies, or project milestones, and may delay payment, seek to

renegotiate terms, or default. Further, some counterparties to slot reservation agreements may not place orders equal to the value of their

reservation amount or at all, and the volume of orders we expect under such agreements may fail to materialize.

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

and limit our ability to secure new contracts or business opportunities. Our commercial relationships and competitive positioning rely

on maintaining corporate investment grade credit ratings, which are evaluated by major rating agencies. Any downgrade could increase the

cost of existing or future indebtedness, constrain borrowing and bonding capacity or worsen terms, and limit or prevent access to capital on

competitive terms. Adverse rating actions may also reduce our ability to secure new contracts and business opportunities and limit our

ability to maintain and obtain supply sources and customers.

Fixed‑price customer contracts expose us to reduced margins and project loss risks if costs exceed expectations. We enter into

contracts that commit to a fixed price well before project completion. However, actual revenues and costs may differ from estimates due to

factors that are difficult to predict or control, which include: procurement challenges and schedule disruptions on large projects; product

performance failures; unforeseen site conditions; rejection or termination clauses in contracts that reduce revenue or increase costs;

inability to be compensated for additional work arising from unanticipated technical issues or deficient customer‑provided designs,

engineering information, products, or materials; inaccurate estimates based on historical data under current conditions (e.g., inflation, labor

and material cost increases); weather and other force majeure events that cause delays or productivity losses; contractual obligations to

pay liquidated or other damages for failure to meet schedule or performance requirements; difficulties engaging or overseeing third‑party

subcontractors, manufacturers, or suppliers, or their underperformance or nonperformance, resulting in delays and added costs; and

project modifications or change orders that create unanticipated costs or delays and potential claims or disputes. Any of these factors can

reduce our margins or result in project losses. Cost overruns and related penalties have represented, and may in the future represent, a

meaningful portion of our expenses.

We may not be able to access the capital and credit markets or obtain other financing on terms that are favorable to us, or at all.

Our business depends on the availability of financing. Capital and credit markets can experience volatility and disruptions that reduce

liquidity and increase borrowing costs. Although we maintain a $3.0 billion committed credit facility and a $3.0 billion committed trade

finance facility, there is no assurance these will be sufficient for our needs, and we may need additional capital markets financing. Factors

beyond our control, including domestic and international economic conditions, increases in benchmark interest rates and credit spreads,

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changes in banking and capital market regulations, and market risk repricing, could limit or increase the cost of financing. Adverse market

conditions or credit rating changes could impair our access to capital on acceptable terms or at all. These conditions may also hinder our

customers’ and suppliers’ ability to obtain debt, guarantees, trade finance, or hedging, negatively affecting our business. In addition, our

customers’ projects often require co-financing through project development loans, structured debt, or equity investments. Such financing

arrangements may be unavailable or more costly than anticipated, which could limit our ability to bid for projects and adversely affect

financial results, cash flows, and returns.

Risks Related to the Energy Transition

We are subject to decarbonization and energy-transition dynamics, including shifting policies, market economics, and

technology trajectories. We must anticipate and respond to market, technological, regulatory, governmental policy, and energy security

changes driven by decarbonization and energy transition dynamics. For example, increased policy support for fossil fuels or the rollback or

suspension of renewable-supportive policies could reduce demand for our renewable and other decarbonization products and services.

Conversely, as a supplier to the power generation sector, falling renewable costs and evolving stakeholder expectations can reduce

demand for and the competitiveness of sales of new gas turbines and service for unabated gas plants.

Continued increases in renewables’ share of capacity additions and generation, depending on pace and timing, could materially affect our

Power segment and consolidated results. Key uncertainties include the level and timing of government subsidies and credits (including the

implementation of U.S. and global policies), regulatory and permit approval timeframes, level of price competition among manufacturers,

competition from solar and other technologies, deprioritization of renewables, the pace of grid modernization needed to maintain reliability

with higher renewables penetration, and industrywide pressure on profitability.

Our long-term success depends on addressing both electrification and decarbonization by adapting our portfolio and scaling less carbon-

intense and lower carbon technologies (such as gas as a replacement for coal, small modular or other advanced nuclear reactors,

hydrogen-based power generation, carbon capture and sequestration, and grid-scale storage). These transitions require substantial

investments by us and third parties in grids, infrastructure, R&D, and new technologies, and depend on timely governmental and regulatory

support, incentives, and market design. If we do not succeed, or are perceived to not succeed, to advance our electrification and

decarbonization objectives, or if investors and financial institutions shift funding away from certain types of generation, our and our

customers’ access to capital could be negatively affected. Government actions may also affect these dynamics in unforeseeable ways.

Developing new high-technology products and enhancing existing offerings to address dynamic energy markets is complex, costly, and

uncertain, and strategies or investments may not be commercially successful within expected timeframes or at all. If the decarbonization

landscape evolves faster or differently than anticipated, demand for our products, solutions, and services could be adversely affected.

Changes in energy, environmental, and tax policies may reduce demand for our products and undermine project economics. Our

businesses benefit from government incentives and policies supporting utility-scale renewable energy (e.g., tax incentives). In addition,

regulatory policies influencing renewable energy mandates and grid integration standards directly impact the demand for wind energy.

Reductions, elimination, suspension or adverse modifications have and could in the future limit markets for new projects, reduce returns on

projects or manufacturing, lead to project abandonment, or impair investments. Eligibility and structuring rely on legal and regulatory

guidance, which is subject to uncertainty, potential modification (possibly retroactive), and governmental audit challenge. Repeal,

modification, suspension or unfavorable interpretations could reduce available credits, require changes to tax equity arrangements, or force

alternative funding, adversely affecting our business and financing.

Separately, changes to environmental regulations and enforcement could increase costs or impede sales. For example, broader

greenhouse gas regulations and carbon pricing could increase compliance costs for us and our customers. While such policies can

increase demand for decarbonization technologies we are developing (e.g., hydrogen and carbon capture capabilities for our gas turbines

and direct air capture) , they may also impose significant compliance burdens that adversely affect our business and may reduce demand

for our offerings.

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

prices, and global and regional supply and demand, all of which are largely outside our control. More stringent regulations and

commitments stemming from international initiatives could increase production costs, reduce oil and gas demand, and curtail investments

in gas turbine generation; further, if renewable energy or other alternatives become more affordable than gas, customers may switch away

from gas-fired solutions. Periods of elevated prices and volatility can contribute to economic slowdowns and prompt countries dependent

on oil and gas revenues to reduce investment in oil and gas, power generation, and transmission projects, lowering demand for our

offerings.

Risks Related to Macroeconomic and Geopolitical Factors

Operating globally, especially in emerging markets, creates complex legal, regulatory, and compliance risks. We operate across

diverse legal and regulatory systems in approximately 100 different countries and, as a result, are subject to varying requirements,

procedures and standards, including country-specific regulatory regimes relating to anti-corruption and anti-bribery laws, tax, trade controls,

environmental, employment and labor requirements, sustainability, product safety, liability and design regulations, human rights laws, and

privacy, data protection and cybersecurity laws. Further, we expect increasingly stringent environmental and safety standards across

diverse global jurisdictions, including potential liabilities related to chemicals such as PFAS, that could affect product design, manufacturing,

servicing, and financial results across various jurisdictions.

Navigating a variety of legal and regulatory regimes, which may evolve and be interpreted differently across jurisdictions, including on an

extra-territorial basis, increases the complexity of compliance. Risks in emerging markets may be particularly complex due to less mature

regulatory frameworks, inconsistent and aggressive enforcement, and heightened exposure to geopolitical and economic volatility, which

can amplify the challenges of maintaining compliance across our global operations. Any actual or perceived failure to comply with relevant

laws, regulations, or standards could damage our reputation and customer relationships, and expose us to investigations, inquiries,

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litigation, or other proceedings initiated by governmental entities, customers, or individuals. Such actions could result in significant fines,

sanctions, penalties, awards, or judgments, all of which could negatively affect our business and operating results.

Further, as a global employer in more than 100 countries of permanent and fixed-term contract employees, contingent workers and

contractors, we must design and maintain compensation programs, employment policies, cybersecurity and other intellectual property

protections, compliance programs, and other administrative frameworks that align with the laws of multiple countries. Shifting requirements

and interpretations may influence how we structure our operations and investments, and can lead to rising costs, including those

associated with organizational changes and protective measures. We implement, communicate, audit and monitor, and enforce group-wide

standards and practices across our businesses to address these risks; however, these efforts may not be successful. We are also

responsible for communicating, monitoring, and upholding group-wide directives across our global network, including among suppliers,

subcontractors, and other relevant stakeholders. Failure to manage our geographically diverse operations in light of these challenges could

impair our responsiveness to changing conditions and our ability to enforce compliance with group-wide standards and applicable

requirements.

Major events beyond our control, such as natural disasters, the physical effects of climate change, pandemics, and others, may

increase our cost of doing business or disrupt our operations. Natural disasters, fires, tornadoes, tsunamis, hurricanes, earthquakes,

floods, severe weather, product failures, and power outages in regions where we, our customers or our suppliers operate can damage

facilities. In addition, the physical effects of climate change include increased frequency and severity of significant weather events, natural

hazards, rising average temperatures and sea levels, and long-term changes in precipitation. These events and conditions can disrupt our

operations and those of our customers and suppliers, damage project sites, cause partial or complete plant or distribution center closures,

delay logistics and transportation to project sites, and contribute to supply chain disruption and market volatility. Changes in temperature

and precipitation can also affect electricity demand patterns. Public health crises, epidemics or pandemics can prevent employees,

contractors, suppliers, customers, and other partners from conducting business due to shutdowns, travel restrictions, or other governmental

actions, and may otherwise impair operations. Any of these effects could adversely impact our business, results of operations, cash flows,

and prospects. Insurance may not cover all losses from these events or may become more costly or less available, and our disaster

recovery and business continuity plans (including for information technology systems) may not fully mitigate the impact of these events.

Geopolitical events beyond our control may impact or increase our cost of doing business or disrupt our operations. Events such

as armed conflicts, acts and threats of terrorism, civil unrest and political and economic instability in regions where we, our customers or

our suppliers operate can damage facilities, cause partial or complete plant or distribution center closures, disrupt component supply,

damage infrastructure and delay transportation to project sites. The broader consequences of geopolitical and terrorism threats, which may

also include sanctions that prohibit our ability to do business in specific countries, embargoes, restrictions on repatriation of funds, the

potential inability to service our remaining performance obligations, and potential contractual breaches and litigation, regional political and

economic instability and geopolitical shifts, and the extent of any such threats effect our business and results of operations as well as the

global economy, cannot be predicted. Geopolitical conflicts also contribute to volatility in financial markets, energy costs, and commodity

prices. If global economic and market conditions were to deteriorate, we may experience material harm to our business, operating results,

and financial condition.

Risks Relating to Policy, Government Regulations and Legal Matters

Failure to meet expectations, standards, or our goals for sustainability could harm our business and reputation. Certain of our

regulators and stakeholders focus on ESG topics, including emissions and climate risk, inclusive employment, responsible sourcing, human

rights, and governance. We have set sustainability goals aligned with these objectives, but our ability to accomplish them presents

numerous operational, regulatory, financial, legal, and other challenges, several of which are outside of our control. Perceived deficiencies

in our sustainability policies or performance, or unfavorable ESG ratings of our voluntary disclosures (e.g., under the Global Reporting

Initiative, the Sustainability Accounting Standards Board, and recommendations issued by the Financial Stability Board’s Task Force for

Climate-related Financial Disclosures), could negatively affect investor sentiment, our stock price, and our cost of capital. Regulatory

requirements are frequently changing, including EU CSRD, EU Taxonomy, and EU CSDDD, and U.S. state-level requirements. Given our

extensive disclosures about our sustainability framework and goals and notwithstanding efforts we undertake to manage those disclosures

appropriately, we also face increasing risks of allegations of inaccurate or misleading ESG statements. Failure to meet our goals or comply

with evolving requirements could lead to penalties, supply chain disruption, operational restrictions, product redesign investments, carbon

offset purchases, competitive disadvantages, reputational harm, talent attraction and retention challenges, and heightened scrutiny or

enforcement.

International trade policies could limit market access, disrupt supply chains and operations, raise costs, and harm our

competitiveness. Changes globally in various countries’ international trade and investment policies have increased and may in the future

increase our costs and could meaningfully reduce demand for our offerings or restrict our ability to sell, manufacture, and transport to or in

certain countries. Changes to tariffs, import/export controls, trade barriers, inflation, sanctions, licensing and authorization requirements,

restrictions on outbound or inbound investment, inspections, cash and exchange controls, buy-national policies, local production

requirements, supply chain impacts, and/or other barriers to entry have been and could in the future be disruptive and costly to us and our

supply chain and adversely affect our results, creditworthiness, cash flows, and prospects. Failure to comply with such policies could

increase our exposure to regulatory enforcement actions or penalties. Global or regional economic conditions and government policies may

change in ways we do not anticipate. In addition, our responses to mitigate the impact of these conditions, such as potential price

increases, could negatively impact our sales volume, market share, or relationships with our customers.

Failure to obtain, maintain, or comply with approvals, licenses, and permits could disrupt operations and growth. Parts of our

business require international, federal, state, and local approvals, licenses, and permits that may be denied, revoked, suspended, modified,

delayed or not renewed, or made more onerous. Noncompliance leads to suspended operations, curtailed work, penalties, and other

sanctions. For example, our U.S. nuclear operations are regulated by the NRC; failure to obtain or renew NRC licenses could significantly

disrupt our nuclear business. Obtaining and renewing approvals, licenses or permits can involve extended delays or suspensions and has

and may in the future be jeopardized by noncompliance, violations, or community and political opposition, resulting in substantial costs.

Heightened climate concerns and activism may slow approvals for fossil fuel-related activities in certain regions where we sell our products,

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affecting associated offerings. New or amended laws or changed enforcement may require additional approvals, facility, labor or product

adaptations, leading to substantial costs. Our customers and suppliers are also subject to such approvals; their failures or difficulties in

obtaining or complying with them may hinder our ability to provide products and services and execute projects.

Compliance with EHS laws and regulations could result in significant costs, sanctions, operational restrictions, and reputational

harm. We are subject to extensive EHS regulations worldwide, including, for example, hazardous chemical handling laws, and may incur

liabilities for personal injury, property damage, and health risks from exposures to hazardous substances, processes, or working conditions

at current or former facilities, including from third-party contractor activities. Real or perceived safety issues can be costly, damage our

reputation, divert management attention, and jeopardize our ability to operate in certain jurisdictions. We have and may in the future

continue to face increased regulatory oversight and operational suspensions at our projects. We invest significant amounts to maintain

policies and procedures designed to comply with EHS regulations, and we may need to invest increased amounts in the future if there are

material changes in EHS regulations or in their interpretation or application or in potential environmental liability exposures. In some

jurisdictions, environmental laws can impose strict, joint, and several liability for investigation and remediation, including for conduct

compliant at the time or caused by others. We are subject to governmental safety-related requirements globally, including the U.S.

Department of Energy and the NRC; noncompliance could lead to increased oversight, fines, or shutdowns. Changes to security and safety

requirements could necessitate substantial expenditures.

For our nuclear operations, the handling of radioactive and hazardous materials exposes us and our customers to regulation, attendant

costs and delays, and potential liabilities. Improper handling could cause personal injury, environmental contamination, property damage,

and harm to surrounding communities. Accident severity may depend on the nature of the event, speed of corrective action, and factors

beyond our control (such as weather). Releases may damage or destroy property, depress property values, injure people, and require

costly response actions. Activities of contractors, suppliers, or other counterparties involving these materials may also expose us to

contractual or legal liability. We are subject to international, federal, state, and local regulations that are complex and frequently change;

new or stricter requirements, changed interpretations, or newly discovered contamination could require material expenditures or create

unanticipated liabilities. Contractual protections and insurance may not be effective in all cases or cover all liabilities; defense costs and

damages resulting from an accident or release (including those associated with a precautionary evacuation) could adversely affect our

results, cash flows, and financial condition.

Claims, litigation, regulatory proceedings, and enforcement actions could be costly, disruptive, and unpredictable. We are, in the

ordinary course of business, regularly subject to claims, lawsuits, regulatory proceedings, inquiries, investigations, and enforcement actions

involving customers and their insurers, employees, joint venture and consortium participants, subcontractors, suppliers, and government

agencies. We also face legacy risks associated with previously owned businesses or acquired businesses or liabilities assigned to GE

Vernova in its Spin-Off from GE. Customers have asserted, and may assert in the future, contractual or other claims related to product

performance, design, delivery, or commercial terms, among other claims. Given our size, the nature and type of our products, services, and

contracts, large and long-duration projects and long-term relationships, claims can be significant. Global customs and anti-corruption

enforcement (e.g., under the U.S. Foreign Corrupt Practices Act) is unpredictable, and in such proceedings, we have incurred, and may in

incur in the future, liability for actions beyond our control, including with respect to prior actions taken by others we have assumed by

acquisition or by assignment in connection with the Spin-Off. These proceedings may limit our access to financing from, or being involved

with projects funded by, multilateral development banks, the World Bank, and other sources of financing. Outcomes are uncertain; plaintiffs

and regulators may seek injunctive relief or very large or indeterminate amounts, and potential losses may remain unknown for extended

periods. Initial claims in commercial disputes can be large even if ultimate liability is lower, and plaintiffs may seek punitive, consequential,

or other damages. Defense can be costly and distract management from the operation of the business. We may incur significant defense

costs and payments or be required to alter operations, adversely affecting results, cash flows, and financial condition. Insurance may not

cover all liabilities or amounts and premiums may rise. See Note 22 in the Notes to the consolidated and combined financial statements for

further information on material pending legal proceedings.

Noncompliance with antitrust and competition laws could result in fines, sanctions, business restrictions, and reputational harm.

Antitrust and competition laws prohibit conduct deemed anti-competitive (e.g., price fixing, bid rigging, cartels, price discrimination,

monopolization, tying, anti-competitive acquisitions, and market allocation). Authorities may impose fines, sanctions, restrictions, or

conditions on our business, and violations can lead to suspension or debarment from certain contracts or transactions. The risk of

investigation or enforcement may also chill or inhibit business activities. Many jurisdictions provide private rights of action for damages.

Increased scrutiny or enforcement in this area could harm our business and reputation and result in increased compliance or defense

costs.

Noncompliance with government contracting and procurement laws and rules could result in penalties, contract loss, or

debarment. We sell to government entities globally and are subject to laws and rules governing government contracts and public

procurement, which differ from private contracting and may impose additional risks and liabilities, including local presence, local

manufacturing or sourcing, and technology or IP transfer requirements. Governments have a broader array of criminal, civil, administrative

and other penalties than are available in purely commercial contract disputes.

Many government entities can terminate contracts for convenience or for default and their ongoing business with us may be subject to

legislative or executive funding approvals. Termination or funding changes could reduce expected revenues; a default termination could

trigger penalties and reprocurement costs.

We are subject to audits, investigations, and oversight; ensuring compliance imposes costs, and authorities may conclude our practices are

noncompliant. Adverse findings could result in civil, criminal, and administrative penalties, damages, disgorgement, exclusion from

programs, reputational harm, delayed or reduced payments, diminished profits, operational curtailment or restructuring, contract

terminations, or suspension/debarment.

Failure to comply with financial services regulations or manage conflicts of interest could result in enforcement actions and

reputational harm. Certain affiliates are a broker-dealer or a registered investment adviser, providing fee-based arranging and syndication

of securities, advisory and structuring, and investment management (including tax equity). These activities may present conflicts of interest

2025 FORM 10-K 17

because they often involve investments in large energy infrastructure projects to which our businesses sell equipment and services,

potentially leading to litigation or regulatory actions. Broker-dealers are regulated by the SEC and FINRA under the Exchange Act and

FINRA rules; investment advisers are regulated by the SEC under the Advisers Act. These regimes are extensive and evolving, and

complying with them, or failing to comply, could be costly, time consuming, and disruptive.

Risks Related to Technology, Cybersecurity, Data Privacy & Intellectual Property

We may fail to secure, successfully deploy, and protect our IP or defend against third party IP claims. We may be unable to secure,

successfully deploy, and protect our IP rights. IP laws and enforcement requirements and standards vary by jurisdiction. In some countries

where we do business, there are limited protection or effective remedies. Protecting proprietary technology is difficult and costly, and IP

disputes are complex and unpredictable.

From time to time, third parties allege that our offerings violate their IP rights. To resolve or avoid such claims, we may seek licenses that

are costly or unavailable on acceptable terms, if at all. Failure to obtain necessary licenses could result in financial damages or injunctions

that restrict our business. Any settlement or license may limit our ability to use or protect our own IP in the future. We do not maintain

insurance for IP claims, and any IP dispute—regardless of merit—could require significant financial and management resources.

Our pending and future IP applications may not issue, and any issued rights may be narrower than expected, challenged, invalidated, held

unenforceable, or circumvented. Competitors may infringe, misappropriate, or otherwise violate our IP; both our ability to detect it and the

available remedies may be limited. In addition, our contracts with customers and other third parties often include indemnification or similar

obligations for certain third-party IP claims; we may be unable to limit our liability and could face significant indemnity payments or

damages for alleged contractual breaches. If we fail to obtain and protect our IP, secure necessary licenses and approvals, and defend

against third-party IP claims, our competitiveness may be harmed and we may incur liabilities.

We do not own GE trademarks and use them under a license agreement that, if terminated, could require costly rebranding and

other actions. We do not own the GE trademark or logo. We use them under a Trademark License Agreement with GE, in combination

with our Vernova trademark. GE owns and controls the GE brand, and its integrity and strength depend on how GE and other GE brand

licensees use, promote, and protect it, which are factors largely outside our control. The Trademark License Agreement may be terminated

under certain circumstances. Termination would eliminate our rights to use specified GE marks and could force us to negotiate a new or

reinstated license on less favorable terms or discontinue use of those marks. Loss of these rights would likely require a corporate name

change and significant global rebranding, which could be costly, require substantial management resources, disrupt customer relationships,

and impair our ability to attract and retain customers.

Security or data privacy incidents or disruptions of our or our third parties’ information technology systems could adversely

affect our business. In some of our businesses, we design, build and support software that are embedded in our products and may

operate within our customers’ IT environments and process data. In many jurisdictions, customers and regulators require built in

cybersecurity protections. Techniques used to circumvent cybersecurity protections to gain unauthorized access or sabotage systems are

constantly evolving and increasingly sophisticated, and our measures may not prevent, detect, or mitigate attacks across our installed

base, current offerings, newly introduced products, or legacy technologies still in use.

Global cybersecurity threats, including malware and ransomware, human or technology errors, and attacks by state, state-affiliated actors

or cybercriminal groups, pose risks to us and to our customers, partners, suppliers, and service providers as well as to those of companies

we have acquired. Broader attacks on critical infrastructure could disrupt our operations even if our existing or new systems or products are

not directly targeted. Industry wide third-party incidents continue to increase, and our large supplier base requires ongoing verification of

cybersecurity practices. Growing interconnectedness and shared liability within our ecosystem heighten our exposure to cybersecurity

risks. We also outsource certain cybersecurity functions, use managed service providers, and collaborate with GE during the transition

period that follows our Spin-Off ; these arrangements increase risk due to interconnectivity and potential impacts from a cybersecurity

incident.

We handle sensitive, confidential, and personal information in accordance with privacy and security requirements. Security incidents, data

loss, programming or employee errors, social engineering or malfeasance (including by employees or third parties) could result in

unauthorized access, use, disclosure, modification, destruction, or denial of access to information, as well as defective products, production

downtime, and operational disruptions.

We rely on third-party hardware, software, and other components. A supplier’s cyber incident could interrupt component availability and our

manufacturing or business process. Third-party software (including open source or embedded code), malicious code, or critical

vulnerabilities could increase customer risk. A significant incident involving our systems or data could result in significant material

investigation, remediation, and notification costs, damage our reputation, and expose us to litigation and regulatory enforcement.

Evolving and divergent global data privacy and protection requirements, and any failure to comply with them or adequately

safeguard personal information, could lead to significant costs, fines, litigation, operational restrictions, and reputational harm.

We access sensitive, confidential, proprietary, and personal information subject to numerous jurisdiction specific laws and regulations

contractual obligations, and customer-imposed controls. The legal environment for privacy, data protection, and security is increasingly

complex and rigorous, with continually evolving requirements, including novel issues arising from new technologies such as generative AI.

In the United States, the Federal Trade Commission and various state laws may impose privacy and security obligations that may require

changes to our data processing practices and policies and could result in substantial compliance costs and operational impacts.

Internationally, many jurisdictions maintain unique privacy and cybersecurity frameworks. Violations can lead to substantial fines, regulatory

investigations, orders to cease processing or change data uses, sanctions, enforcement notices, civil claims (including class actions), and

reputational damage.

These laws differ significantly and are interpreted and enforced inconsistently across jurisdictions, often with delayed guidance that creates

prolonged uncertainty. Increasing cross border transfer restrictions and reliance on globally distributed third parties add complexity,

2025 FORM 10-K 18

potentially necessitating organizational changes, additional technical safeguards, vendor management measures, and external expertise,

and may divert management attention and resources.

Any failure or perceived failure to comply with applicable laws, regulations, standards, contractual obligations, or customer-imposed

controls relating to data privacy and security, or to adequately protect personal information, could damage customer and employee

relationships and our reputation and result in our incurring significant costs.

Risks Related to Employee Matters

Inability to attract, retain, and safely deploy highly qualified personnel could impair execution of our strategy and adversely affect

our operations, reputation, and financial results. Our success depends on our personnel, particularly senior management, key

employees, and technical staff, to develop, manufacture, and deliver our products and provide services worldwide. Competition for talent,

our reputation, the availability of qualified individuals, and the emergence of new skills could limit our ability to hire and retain needed

personnel. Difficulties hiring, ineffective succession planning, or depletion of institutional knowledge, as well as inefficient workforce

utilization and ability to engage qualified contractors, could impede execution of our strategy and growth objectives and adversely affect our

business performance, results of operations, liquidity, and financial condition.

Many projects require deploying personnel or contractors in geographically remote or high-risk locations. We incur significant costs to meet

safety requirements and to attract and retain skilled workers, and some roles—such as the installation, operation, and maintenance of

offshore wind turbines—are difficult, labor-intensive, costly, and depend on the availability of highly-skilled labor. Despite our safety

precautions and compliance with applicable laws and regulations, we have experienced serious safety incidents, including injury and death.

Safety concerns or incidents, regardless of fault, could harm our reputation and further impede our ability to attract and retain qualified

employees and contractors.

Significant postretirement benefit obligations and volatility in assumptions and asset returns could increase required

contributions and expenses and adversely affect our earnings, cash flows, and financial condition. We have net liabilities for

pension, healthcare, and life insurance benefits for our employees, former employees, and certain legacy former employees allocated to us

by GE. These obligations arise under multiple plans and statutory requirements across various countries and include defined benefit

pension plans that are fully funded, partially funded, or unfunded. Upward pressure on healthcare costs, increases in benefit obligations, or

asset underperformance could adversely affect our earnings, cash flows, and financial condition.

Our defined benefit expense is determined under U.S. generally accepted accounting principles using actuarial valuations and annual

remeasurements that rely on assumptions and market inputs, including discount rates (generally based on high-quality corporate bond

yields), expected long-term returns on plan assets, compensation growth, and biometric factors (such as participant mortality). Changes in

these assumptions or economic conditions, such as lower discount rates or sustained market volatility, can increase our obligations and

pension expense and require us to make additional cash contributions to the defined benefit plans. Differences between actual experience

and actuarial assumptions, as well as deviations in investment performance, can materially change net plan liabilities and funding

requirements. In addition, changes in legislation, regulations, case law, or accounting standards could result in increased obligations, cash

requirements, and expenses. For further information, see Note 13 in the Notes to the consolidated and combined financial statements .

Labor disputes, collective bargaining obligations, and other labor actions could disrupt our operations and increase our costs. A

significant number of our employees are represented by labor unions under collective bargaining agreements, and many of our European

employees are represented by works councils. These arrangements may limit our flexibility to manage costs and respond to market

changes, and employees who are not currently represented may seek representation in the future. We cannot assure that existing

collective bargaining agreements will prevent strikes or work stoppages, that we will successfully negotiate new agreements, or that

negotiations will not result in increased labor costs (including wages, healthcare, pensions, and other benefits). Negotiations, potential work

stoppages, and related disputes may divert management attention. In addition, labor actions affecting our customers or suppliers, or

general country strikes or work stoppages, could disrupt our operations, project execution, supply chain, and deliveries.

Risks Relating to Financial, Accounting, and Tax Matters

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

Because we operate globally, we transact in a variety of currencies. Fluctuations in exchange rates can affect our pricing, cost structure,

and margins. For transactions not denominated in the U.S. dollar, we are subject to foreign currency exchange translation risk. In addition,

since our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and

other currencies have had, and will continue to have, an impact on our financial condition, results of operations, and cash flows. Although

we use hedging and derivatives to reduce earnings and cash flow volatility, our efforts may not be successful. For additional information,

see Note 20 in the Notes to the consolidated and combined financial statements and Item 7A. “Quantitative and Qualitative Disclosures

About Market Risk.”

Future impairments of long-lived assets, including goodwill, could result in significant non-cash charges. We review our goodwill

for impairment annually and whenever indicators of impairment arise and our other long-lived assets, including identifiable intangible assets

and property, plant, and equipment, for impairment whenever indicators of impairment arise. Adverse changes in market conditions or in

our business outlook, as well as future events or strategic decisions (including asset sales or changes in business direction), could result in

impairment charges and related losses. Certain non-cash impairments may arise from shifts in strategic goals or broader business

environment factors. Any impairment charges we recognize will reduce our results of operations.

Changes in tax laws and rates, adverse positions taken by taxing authorities, and tax audits could increase our tax obligations

and costs and our ability to use deferred tax assets may be subject to limitation. We are subject to income and other taxes (including

sales, excise, and value added) in the U.S. and numerous foreign jurisdictions. Determining our worldwide tax provision requires significant

judgment across diverse legal regimes. Changes in tax laws, tax rates, or interpretations; new or increased tariffs; adverse positions by

taxing authorities; and the resolution of governmental audits and assessments may significantly increase our tax obligations and costs. We

2025 FORM 10-K 19

have deferred tax assets in certain countries, and their utilization depends on generating sufficient taxable income in those jurisdictions

(and within applicable carryforward periods). Subsequent changes in tax laws, rates, or rules in those jurisdictions could restrict or delay

utilization, reduce the value of these assets, and adversely affect our financial results.

The Spin-Off could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction and

we may have corresponding indemnification obligations. The Spin-Off may not qualify as tax-free, which could result in significant tax

liabilities for GE and its stockholders and substantial indemnification obligations by us to GE. Although GE obtained an IRS private letter

ruling and tax opinions supporting tax-free treatment under Sections 355 and 368(a)(1)(D), these are not binding on the IRS or courts, rely

on compliance with specified agreements and representations, and do not cover state, local, or foreign taxes. The IRS could determine that

the Spin-Off or related transactions are taxable, including due to incorrect assumptions, breaches of covenants, or post-Spin-Off ownership

changes. If the Spin-Off is taxable, GE and its stockholders could face significant adverse tax consequences. Under our Tax Matters

Agreement with GE, if tax-free treatment fails because of our actions or certain ownership changes (including a 50% or greater change in

our stock by vote or value within the specified four-year period under Section 355(e), excluding the change that resulted from the Spin-Off),

we may be required to indemnify GE for resulting taxes, interest, penalties, and related expenses, which amounts could be substantial.

The Tax Matters Agreement limits us from taking certain actions and may require us to indemnify GE significant amounts. We are

subject to covenants under the Tax Matters Agreement for the period required under the agreement. These covenants are intended to

preserve the non-recognition treatment of the Spin-Off under Section 355 and related provisions of the Code (and analogous state, local,

and foreign tax laws). The covenants include limits on certain acquisitions, mergers, liquidations, sales, dispositions, transfers or stock

redemptions involving our stock or assets; discontinuing the active conduct of our Gas Power business; issuing or selling stock or other

securities (including convertibles, except certain compensatory arrangements); and selling, disposing or transferring assets outside the

ordinary course. We may be required to indemnify GE for taxes, interest, penalties, and related expenses that may result from any violation

of these covenants. Further, under the Tax Matters Agreement, we may be allocated a portion of liability relating to certain pre-Spin-Off tax

matters. Any such allocation or indemnification amounts could be substantial. These covenants and indemnification obligations may require

us to forgo, delay, or restructure strategic transactions and other initiatives, and may discourage third parties from proposing transactions

that our stockholders might otherwise favor.

We may not realize expected benefits from the Spin-Off. We may not realize the benefits we expect from the Spin-Off, including greater

strategic focus, operational simplification, cost savings, targeted innovation, and a tailored capital allocation policy. Achieving these benefits

depends on timely and successful execution of our stand alone strategy and may be limited by the costs and distractions of operating as an

independent public company, restrictions intended to preserve the tax-free treatment of the Spin-Off that may limit strategic transactions for

a period of time, and reduced scale and diversification versus GE pre-separation. Building and sustaining standalone capabilities takes

time, may be less effective, and could be costly and disruptive. Our ongoing relationship with GE creates potential conflicts of interest,

including where directors or officers have roles or equity interests in both companies, and our governance policies may not fully mitigate

these risks. We and GE are subject to multiple separation and transition agreements; if either party fails to perform (including with respect

to indemnities, transition services, or other obligations), we could experience operational disruption and increased costs. Further, we may

be obligated to indemnify GE for actions and positions taken prior to the Spin-Off, and we may have limited influence on the determination

of the indemnifiable amounts, which could be significant. In addition, certain GE credit support and guarantees of our obligations may not

be replaced or released when expected, which could impose contractual restrictions, require alternative credit support, and obligate us to

indemnify GE for amounts paid. Any of these events could adversely affect our business, financial condition, cash flows, and results of

operations and could limit our strategic flexibility.

Risks Relating to Our Common Stock and the Securities Market

Our stock price may be volatile, and we could face securities litigation. The market price of our common stock has in the past

fluctuated, and may in the future fluctuate, significantly. Because we manufacture and sell products used in AI infrastructure, our

performance and the market price of our common stock are frequently linked to AI investment trends and sector sentiment, which has

resulted in, and may continue to result in, significant volatility. A significant decline could result in securities class action litigation, which

could be costly, divert management’s attention, and adversely affect our business.

We may not achieve our targeted return of cash to stockholders. Our ability to return cash to stockholders in the form of dividends or

stock repurchases depends on earnings, financial condition, cash needs, other potential uses of cash, and market conditions. In addition,

the price, availability, and trading volumes of our stock will also affect repurchase timing and size.

Future equity issuances, including equity compensation, may dilute stockholders. We may issue equity to finance acquisitions, raise

capital, or for other purposes. We also grant stock-based awards to directors, officers, and employees, and some of those persons also

have stock-based awards granted by GE prior to the Spin-Off that converted to our stock-based awards at the Spin-Off. We plan to

continue granting additional awards (e.g., annual, new hire, and retention) under our equity compensation programs. These issuances

dilute existing stockholders and may reduce earnings per share, potentially adversely affecting our stock price.

Anti-takeover provisions and Delaware law may deter transactions and limit stockholder rights. Provisions in our certificate of

incorporation, bylaws, the Separation and Distribution Agreement, and Delaware law that may delay, deter, or prevent a change in control

include: a classified board through 2029 with directors removable only for cause during that period; advance notice requirements for

stockholder proposals and director nominations; limitations on stockholders’ ability to call special meetings or act by written consent; Board

authority to issue preferred stock without stockholder approval; and only the Board having authority to fill vacancies (including those

created by Board expansion). We are also subject to Section 203 of the Delaware General Corporation Law (DGCL), change-of-control

restrictions under the Separation and Distribution Agreement, and restrictions in the Tax Matters Agreement intended to preserve the Spin-

Off’s tax treatment. These provisions may discourage certain unsolicited transactions that could offer stockholders a premium for their

shares.

2025 FORM 10-K 20

Exclusive forum provisions may limit stockholders’ choice of judicial forum. Unless we consent otherwise, our certificate of

incorporation provides that the Delaware Court of Chancery (or, if it lacks jurisdiction, another Delaware state court or the U.S. District

Court for the District of Delaware) is the exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action

asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees, agents or stockholders to

us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or

bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, and that federal district courts are the exclusive forum

for claims under the Securities Act of 1933, as amended. These provisions do not apply to Exchange Act claims, which are subject to

exclusive federal jurisdiction. Courts may not enforce our exclusive forum provisions in all circumstances. The provisions may increase the

cost of litigation for stockholders, limit forums perceived as more favorable, discourage certain lawsuits, or, if found unenforceable, require

us to litigate in multiple jurisdictions, thereby increasing our costs.

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, 2025 and 2024 . 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

Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7 of our Annual Report on Form 10-K for

the fiscal year ended December 31, 2024 , for discussions of results for the years ended December 31, 2024 versus 2023 .

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."

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). For further information, see Note 1 in the Notes to the consolidated and combined

financial statements.

Prolec GE. On October 21, 2025, we announced that GE Vernova will acquire the remaining fifty percent stake of Prolec GE, our

unconsolidated joint venture with Xignux. Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and

voltages with approximately 10,000 global employees across seven manufacturing sites globally, including five in the U.S. Under the

purchase agreement, GE Vernova will pay approximately $5.3 billion at closing, expected to be funded equally between cash and debt. The

acquisition is expected to close in February 202 6 .

Tariffs. Throughout 2025, the United States and other countries imposed global tariffs. These tariffs have resulted, and any future tariffs will

result in additional costs to us. The total cost impact from the global tariffs for the full year 2025 was approximately $250 million , after taking

into consideration contractual protections and mitigating actions. The future impacts of tariffs may be significantly different and are subject

to several factors including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other

actions we take, and contractual implications.

Power Conversion & Storage. Effective January 1, 2025 , our Power Conversion and Solar & Storage Solutions business units within our

Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented

within this report conforms to the new business unit structure within the Electrification segment.

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.

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, governmental regulations and policies, and changes in broader

economic and geopolitical conditions. These trends, along with the growing focus on the digitization and sustainability of the electricity

infrastructure, can impact performance across each of our business segments. We believe that our industry-defining technologies and

commitment to innovation position us well to capitalize on, as well as mitigate adverse impacts from, 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.

2025 FORM 10-K 24

RESULTS OF OPERATIONS

Summary of Results. RPO was $150.2 billion and $119.0 billion as of December 31, 2025 and 2024 , respectively. For the year ended

December 31, 2025 , total revenues were $38.1 billion , an increase of $3.1 billion for the year. N et income (loss) was $4.9 billion , an

increase of $3.3 billion in net income for the year, and net income (loss) margin was 12.8% . Diluted earnings (loss) per share was $17.69

for the year ended December 31, 2025 , an increase in diluted earnings per share of $12.11 for the year. Cash flows from (used for)

operating activities were $5.0 billion and $2.6 billion for the years ended December 31, 2025 and 2024 , respectively.

For the year ended December 31, 2025 , Adjusted EBITDA* was $3.2 billion , an increase of $1.2 billion . Free cash flow* was $3.7 billion

and $1.7 billion for the years ended December 31, 2025 and 2024 , 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

Equipment

Services

Total RPO

As of December 31, 2025 , RPO increase d $31.2 billion ( 26% ) from December 31, 2024 , primarily at Power, due to increases at Gas

Power due to Heavy-Duty Gas Turbine and Aeroderivative equipment and contractual services , and increases at Steam Power services,

Hydro Power equipment, and Nuclear Power equipment, partially offset by a decrease at Steam Power equipment; at Electrification,

primarily due to demand for alternating current substation solutions, switchgear, and transformers at Grid Solutions and synchronous

condensers and energy storage at Power Conversion & Storage; partially offset at Wind, due to a decrease at Offshore Wind as we

continue to execute on our contracts and a decrease in orders at Onshore Wind as U.S. customers dealt with policy uncertainty .

REVENUES

Equipment revenues

Services revenues

Total revenues

For the year ended December 31, 2025 , total revenues increase d $3.1 billion ( 9% ). Equipment revenues increased at Electrification,

primarily at Grid Solutions due to growth in switchgear, high-voltage direct current solutions, and alternating current substation solutions

volume and at Power Conversion & Storage; and at Power, due to increases in Gas Power from Heavy-Duty Gas Turbine and

Aeroderivative units deliveries and favorable price; partially offset at Wind, due to decreases at Offshore Wind from the nonrecurrence of

revenues recorded on the settlement of a previously canceled project in the third quarter of 2024, project delays, and fewer nacelles

produced in the year, and decreases at LM Wind Power due to lower volume from footprint reduction, partially offset by increases at

Onshore Wind due to improved pricing and delivery of more units. Services revenues increased at Power, driven by Gas Power higher

parts volume and favorable price; at Electrification, primarily due to growth at Grid Solutions; and at Wind due to higher transactional

services.

Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues*

increase d $3.2 billion ( 9% ), organic equipment revenues* increased $2.0 billion ( 11% ) and organic services revenues* increased $1.2

billion ( 7% ). Organic revenues * increased at Electrification and Power, partially offset at Wind.

EARNINGS (LOSS)

Operating income (loss)

Net income (loss)

Net income (loss) attributable to GE Vernova

Adjusted EBITDA*

Diluted earnings (loss) per share(a)

(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, and 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, 2025 , operating income (loss) was $1.4 billion , a $0.9 billion increase , primarily due to: an increase in

segment results at Electrification of $0.8 billion , primarily due to volume, favorable price, and productivity at Grid Solutions; at Power of $0.6

billion , primarily at Gas Power and Steam Power due to favorable price and increased productivity, partially offset by additional expenses to

support investments at Nuclear Power and Gas Power and the impact of inflation ; partially offset by a slight decrease in segment results at

Wind o f less than $0.1 billion , primarily at Offshore Wind due to the nonrecurrence of a gain recorded on the settlement of a previously

canceled project in the third quarter of 2024 and a termination of a supply agreement in the first quarter of 2025 , partially offset by lower

contract losses, and decreases from the impact of tariffs across the segment, partially offset by increases at Onshore Wind due to improved

*Non-GAAP Financial Measure

2025 FORM 10-K 25

pricing on an increased number of units delivered; the nonrecurrence of $0.3 billion received related to an arbitration refund in the second

quarter of 2024 ; the nonrecurrence of 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; and higher corporate costs required to operate as a

stand-alone public company.

Net income (loss) and Net income (loss) margin were $4.9 billion and 12.8% , respectively, for the year ended December 31, 2025 , an

increase of $3.3 billion and 8.3% , respectively, primarily due to a decrease in provision for income taxes of $3.0 billion driven by a $2.9

billion benefit primarily from a U.S. tax valuation allowance release in the fourth quarter of 2025 and an increase in operating income (loss)

of $0.9 billion , partially offset by a decrease in other income (expense) - net of $0.6 billion driven by the nonrecurrence of a $1.0 billion pre-

tax gain from the sale of a portion of Steam Power nuclear activities to E lectricité de France S.A. ( EDF) in the second quarter of 2024.

Adjusted EBITDA* and Adjusted EBITDA margin* were $3.2 billion and 8.4% , respectively, for the year ended December 31, 2025 , an

increase of $1.2 billion and 2.6% , respectively, primarily driven by increases in segment results at Electrification and Pow er.

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 information technology (IT), are allocated to our segments based on usage or their relative net cost of operations.

SUMMARY OF REPORTABLE SEGMENTS

Power

Wind

Electrification

Eliminations and other

Total revenues

Segment EBITDA

Power

Wind

Electrification

Corporate and other(a)

Adjusted EBITDA*(b)

(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 income (charges) and the benefit (provision) for income taxes of Financial Services as this business is managed on an

after-tax basis due to the nature of its investments.

POWER

Orders in units

Gas Turbines

Heavy-Duty Gas Turbines

HA-Turbines

Aeroderivatives

Gas Turbine Gigawatts

Sales in units

Gas Turbines

Heavy-Duty Gas Turbines

HA-Turbines

Aeroderivatives

Gas Turbine Gigawatts

RPO December 31

Equipment

Services

Total RPO

RPO as of December 31, 2025 increased $21.0 billion ( 29% ) from December 31, 2024 , primarily at Gas Power due to Heavy-Duty Gas

Turbine and Aeroderivative equipment and contractual services, and increases at Steam Power services, Hydro Power equipment, and

Nuclear Power equipment, partially offset by a decrease at Steam Power equipment.

*Non-GAAP Financial Measure

2025 FORM 10-K 26

SEGMENT REVENUES AND EBITDA

Gas Power

Nuclear Power

Hydro Power

Steam Power

Total segment revenues

Equipment

Services

Total segment revenues

Segment EBITDA

Segment EBITDA margin

For the year ended December 31, 2025 , segment revenues were up $1.6 billion ( 9% ) and segment EBITDA was up $0.6 billion

Segment revenues increased $1.9 billion ( 10% ) organically*, primarily at Gas Power equipment from increased Heavy-Duty Gas Turbine

and Aeroderivative deliveries and favorable price, and at Gas Power services due to higher parts volume, contractual services, and

favorable price.

Segment EBITDA increased $0.4 billion ( 18% ) organically*, primarily at Gas Power and Steam Power due to favorable price and increased

productivity, partially offset by additional expenses to support investments at Nuclear Power and Gas Power and the impact of inflation.

WIND

Onshore and Offshore Wind orders in units

Wind Turbines

Repower Units

Wind Turbine and Repower Units Gigawatts

Onshore and Offshore Wind sales in units

Wind Turbines

Repower Units

Wind Turbine and Repower Units Gigawatts

RPO December 31

Equipment

Services

Total RPO

R PO as of December 31, 2025 decreased $1.1 billion ( 5% ) from December 31, 2024 , primarily due to a decrease at Offshore Wind as we

continue to execute on our contracts and a decrease in orders at Onshore Wind as U.S. customers dealt with policy uncertainty.

SEGMENT REVENUES AND EBITDA

Onshore Wind

Offshore Wind

LM Wind Power

Total segment revenues

Equipment

Services

Total segment revenues

Segment EBITDA

Segment EBITDA margin

For the year ended December 31, 2025 , segment revenues were down $0.6 billion ( 6% ) and segment EBITDA decreased s lightly

Segment revenues decreased $0.6 billion ( 6% ) organically*, primarily at Offshore Wind due to the nonrecurrence of revenues recorded on

the settlement of a previously canceled project of $0.5 billion in the third quarter of 2024, project delays, and fewer nacelles produced in the

year , and decreases at LM Wind Power due to lower volume from footprint reduction, partially offset by increases at O nshore Wind due to

improved pricing , delivery of more units, and higher transactional services.

Segment EBITDA increased $0.1 billion ( 10% ) organically*, primarily at Onshore Wind due to improved pricing on an increased number of

units delivered, partially offset by decreases at Offshore Wind due to the nonrecurrence of a gain recorded on the settlement of a previously

canceled project of $0.3 billion in the third quarter of 2024 and a termination of a supply agreement in the first quarter of 2025 , partially

offset by lower contract losses of $0.4 billion. There were also decreases from the impact of tariffs across the segment.

*Non-GAAP Financial Measure

2025 FORM 10-K 27

ELECTRIFICATION

RPO December 31

Equipment

Services

Total RPO

RPO as of December 31, 2025 increased $11.2 billion ( 48% ) from December 31, 2024 , primarily due to demand for alternating current

substation solutions, switchgear, and transformers at Grid Solutions and synchronous condensers and energy storage at Power Conversion

& Storage.

SEGMENT REVENUES AND EBITDA

Grid Solutions

Power Conversion & Storage

Electrification Software

Total segment revenues

Equipment

Services

Total segment revenues

Segment EBITDA

Segment EBITDA margin

For t he y ear ended December 31, 2025 , segment revenues were up $2.1 billion ( 28% ) and segment EBITDA was up $0.8 billion .

Segment revenues increased $2.0 billion ( 26% ) organically*, primarily at Grid Solutions due to growth in switchgear, high-voltage direct

current solutions, and alternating current substation solutions volume and at Power Conversion & Storage.

Segment EBITDA increased $0.7 billion organically*, primarily due to volume, favorable price, and productivity at Grid Solutions.

OTHER INFORMATION

Gross Profit and Gross Margin. Gross profit was $7.5 billion , $6.1 billion , and $4.8 billion and gross margin was 19.8% , 17.4% , and

14.5% for the years ended December 31, 2025 , 2024 , and 2023 , respectively. The increase in gross profit in 2025 was due to an increase

at Electrification due to volume, favorable price, and productivity at Grid Solutions; an increase at Power due to Gas Power and Steam

Power favorable price and increased productivity, partially offset by the impact of inflation; partially offset by a slight decrease at Wind due

to decreases at Offshore Wind from the nonrecurrence of a gain recorded on the settlement of a previously canceled project in the third

quarter of 2024 and a termination of a supply agreement in the first quarter of 2025 , partially offset by lower contract losses, and decreases

from the impact of tariffs across the segment, partially offset by increases at Onshore Wind due to improved pricing on an increased

number of units delivered.

Selling, General, and Administrative. Selling, general, and administrative expense s were $4.9 billion , $4.6 billion , and $4.8 billion and

comprised 13.0% , 13.3% , and 14.6% of revenues for the years ended December 31, 2025 , 2024 , and 2023 , respectively. The increase in

costs in 2025 was primarily attributable to the nonrecurrence of $0.3 billion received related to an arbitration refund in 2024 , higher stock-

based compensation, labor inflation, and higher corporate costs required to operate as a stand-alone public company, partially offset by

cost reduction activities and lower costs associated with the portion of Steam Power nuclear activities sold to EDF in 2024 .

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 in the second quarter of 2024. 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

Power

Wind

Electrification

Other(b)

Total

(a) Primarily related to funding in our Nuclear Power business.

(b) Includes Advanced Research.

*Non-GAAP Financial Measure

2025 FORM 10-K 28

Interest and Other Financial Income (Charges) – Net. Interest and other financial income (charges) – net was a $0.2 billion and $0.1

billion income for the years ended December 31, 2025 and 2024 , respectively, and a $0.1 billion charge for the year ended December 31,

2023 . The higher income in 2025 was driven by higher average balance of invested funds, partially offset by the nonrecurrence of interest

income received from an arbitration refund in 2024 . The primary components of net interest and other financial income ( 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, 2025 , 2024 , and 2023

were as follows:

Effective tax rate (ETR)

Provision (benefit) for income taxes

We recorded an income tax benefit on pre-tax income for the year ended December 31, 2025 , primarily due to a decrease in valuation

allowances from a change in judgment regarding the realizability of a significant portion of our U.S. federal and state deferred tax assets.

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 year ended December 31, 2023 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. As of December 31, 2025 , our Cash, cash equivalents, and

restricted cash was $8.8 billion , $0.4 billion of which was restricted use cash. 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 c ash, cash equivalents , future cash flows 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 9, 2025, we announced that the Board of Directors had authorized an increase of our repurchase program to $10.0 billion of

common stock repurchases, from the prior authorization of $6.0 billion, which was announced on December 10, 2024. W e repurchased 8.2

million shares for $3.3 billion during the year ended December 31, 2025 . Although we intend to fund priorities that profitably grow the

company and return capital to stockholders through dividends and share repurchases as part of our capital allocation strategy, we are not

obligated to pay cash dividends or to repurchase a specified or any number or dollar value of shares under our share repurchase program.

The declaration of any future dividends is at the discretion of our Board of Directors and will be based on our earnings, financial condition,

cash requirements, prospects, and other factors. The amount and timing of any future share repurchases under our share repurchase

program will be based on the trading price and volume of our shares of common stock and other market factors as well as our earnings,

financial condition, cash requirements, prospects, alternative uses for our cash, and other factors.

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 property, plant, and equipment (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)

Cash from (used for) operating activities (GAAP)

Add: Gross additions to property, plant, and equipment and internal-use software

Free cash flow (Non-GAAP)

Cash from operating activities was $5.0 billion and $2.6 billion for the years ended December 31, 2025 and 2024 , respectively.

Cash from operating activities increased by $2.4 billion in 2025 compared to 2024 , primarily driven by: an increase from contract liabilities

and current deferred income of $5.2 billion , primarily due to higher down payments on orders and slot reservation agreements at Power;

higher net income (after adjusting for depreciation of PP&E, amortization of intangible assets, (gains) losses on purchases and sales of

business interests, and provision (benefit) for income taxes) of $1.0 billion , including the nonrecurrence of a $0.3 billion cash refund

received in connection with an arbitration proceeding in the second quarter of 2024; partially offset by a decrease from All other operating

*Non-GAAP Financial Measure

2025 FORM 10-K 29

activities of $(1.4) billion , primarily due to an increase in long-term receivables related to supplier advances and advanced manufacturing

credits, an increase in prepaid taxes and deferred charges, lower contract losses at Offshore Wind, and an increase in non-cash unrealized

gains related to our interest in China XD Electric Co., Ltd ; a decrease from inventories of $(0.8) billion , primarily due to higher build and

fewer liquidations in Wind; a decrease from accounts payable of $(0.8) billion , primarily due to higher disbursements, including a higher

impact related to prepayments, primarily at Wind and Power, partially offset by higher material purchases at Electrification, and the

nonrecurrence of settlements of payables with GE prior to the Spin-Off in the first quarter of 2024 ; and a decrease from current receivables

of $(0.6) billion , primarily due to higher net billings and increases in supplier advances at Power and Electrification, partially offset by lower

net billings at Wind.

Cash from operating activities of $5.0 billion for the year ended December 31, 2025 included a $4.1 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 $8.0

billion , driven by down payments on orders and slot reservation agreements at Power, and down payments and collections at

Electrification, partially offset by net revenue recognition at Wind; current receivables of $(1.9) billion , driven by net billings and an increase

in supplier advances in order to secure future volume in Power and Electrification, partially offset by a decrease in past dues at Power;

inventories of $(1.4) billion , primarily due to volume to support fulfillment and deliveries expected in 2026 at Gas Power and new unit build

and services volume at Onshore Wind ; and current contract assets of $(0.5) billion , driven by revenue recognition exceeding billings at

Offshore Wind.

C ash 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 $0.7 billion due to material purchases outpacing disbursements, including an increase in prepayments as we more closely align

the timing of disbursements and collections, partially offset by settlements of payables with GE prior to the Spin-Off; 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; and 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.

Cash from (used for) investing activities was $(0.8) billion and less than $( 0.1) billion for the years ended December 31, 2025 and 2024 ,

respectively. Cash used for investing activities increased by $0.7 billion in 2025 compared to 2024 primarily driven by: the nonrecurrence of

the Steam Power business sale of part of its nuclear activities to EDF in our Power segment of $0.6 billion in 2024 ; and an increase in

additions to PP&E and internal-use software of $0.4 billion ; partially offset by higher sales of and distributions from equity method

investments of $0.2 billion . Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was $1.3

billion and $0.9 billion for the years ended December 31, 2025 and 2024 , respectively.

Cash from (used for) financing activities was $(3.8) billion and $3.7 billion for the years ended December 31, 2025 and 2024 ,

respectively. Cash used for financing activities increased by $7.5 billion in 2025 compared to 2024 primarily driven by: cash settlements for

share repurchases of $3.3 billion in 2025 ; the nonrecurrence of transfers from parent of $2.9 billion ; the nonrecurrence of proceeds from the

sale of an approximately 24% equity interest in GE Vernova T&D India Ltd. in 2024 of $0.9 billion; and dividends paid of $0.3 billion in 2025 .

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. Total debt, excluding finance leases, was less than $0.1 billion and $0.1 billion as of December 31, 2025 and December 31, 2024 ,

respectively . 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, including for funding the acquisition of Prolec GE , to further su pport 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. On December 18, 2025, Fitch upgraded GE Vernova Inc. 's long-term credit rating to

BBB+ from BBB and issued a Positive outlook. On December 11, 2025, S&P upgraded GE Vernova Inc.'s long-term credit rating to BBB

from BBB- and issued a Positive outlook. Our credit ratings as of the date of this filing are set forth in the following table.

Fitch

Outlook

Positive

Positive

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 Related to our Customers and Industry

Dynamics” for a description of some potential consequences for our credit ratings.

*Non-GAAP Financial Measure

2025 FORM 10-K 30

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, 2025 , we estimated an insignificant liquidity impact of a ratings downgrade below investment grade.

Parent Company Credit Support. Prior t o 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. GE

Vernova pays quarterly fees to GE which are determined by amounts associated with 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, 2025 , we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $8

billion , an over 77% reduction since the Spin-Off. We expect approximately $6 billion of the RPO related to GE credit support obligations to

contractually mature by December 31, 2029. 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.

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.

2025 FORM 10-K 31

As of December 31, 2025 , our net long-term service agreements balance of $3.4 billion represents approximately 4% 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 $5.4 billion and $5.0 billion during the years ended December 31, 2025 and 2024 , respectively. 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 exten t 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, 2025 , 2024 , and 2023 , the reduction of revenues

from availability shortfalls was $0.3 billion, $0.3 billion, and $0.3 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.

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.

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.

In the fourth quarter of 2025, we performed our annual goodwill impairment test. Based on the results of this test, the fair values of each of

our reporting units significantly exceeded their carrying values; however, we identified one reporting unit for which the fair value in excess of

carrying value declined significantly since the prior year. The fair value of our Wind reporting unit, which has $3.3 billion of goodwill,

exceeds the carrying value by 27%. See Note 8 in the Notes to the consolidated and combined financial statements for further information.

2025 FORM 10-K 32

Income Taxes. Prior to the Spin- O ff, 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 reflected in our consolidated and combined financial statements for

2023 and the first quarter of 2024 have been estimated as if we were a separate taxpayer. Following the Spin-Off, GE Vernova files 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 judgment 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 judgment regarding the realizability of deferred tax assets. 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

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 our 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, 2025 , net periodic benefit income for 2026 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 pension and retiree benefit plan costs in the following year by less than $0.1 billion and would also expect an increase in the

pension and retiree benefit plan projected benefit obligations at year-end by approximately $0.4 billion. A 50 basis point decrease in the

expected return on assets would increase pension plan costs in the following year by less than $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

2025 FORM 10-K 33

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 i n 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 our 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 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

V pts

Power (GAAP)

2.2pts

Less: Acquisitions

Less: Business dispositions

Less: Foreign currency effect

Power organic (Non-GAAP)

1.0pts

Wind (GAAP)

(0.5)pts

Less: Acquisitions

Less: Business dispositions

Less: Foreign currency effect

Wind organic (Non-GAAP)

0.2pts

Electrification (GAAP)

5.9pts

Less: Acquisitions

Less: Business dispositions

Less: Foreign currency effect

Electrification organic (Non-GAAP)

5.6pts

(a) Includes intersegment sales of $487 million and $483 million for the years ended December 31, 2025 and 2024 , respectively. See Note

24 in the Notes to the consolidated and combined financial statements for further information.

2025 FORM 10-K 34

ORGANIC REVENUES (NON-GAAP)

Total revenues (GAAP)

Less: Acquisitions

Less: Business dispositions

Less: Foreign currency effect

Organic revenues (Non-GAAP)

EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP)

Total equipment revenues (GAAP)

Less: Acquisitions

Less: Business dispositions

Less: Foreign currency effect

Equipment organic revenues (Non-GAAP)

Total services revenues (GAAP)

Less: Acquisitions

Less: Business dispositions

Less: Foreign currency effect

Services organic revenues (Non-GAAP)

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*,

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)

Net income (loss) (GAAP)

Add: Restructuring and other charges

Add: (Gains) losses on purchases and sales of business interests(a)

Add: Russia and Ukraine charges(b)

Add: Separation costs (benefits)(c)

Add: Arbitration refund(d)

Add: Non-operating benefit income

Add: Depreciation and amortization(e)

Add: Interest and other financial (income) charges – net(f)(g)

Add: Provision (benefit) for income taxes(g)

Adjusted EBITDA (Non-GAAP)

Net income (loss) margin (GAAP)

8.3 pts

Adjusted EBITDA margin (Non-GAAP)

2.6 pts

(a) Includes unrealized (gains) losses related to our interest in China XD Electric Co., Ltd, recorded in Net interest and investment income

(loss) which is part of Other income (expense) - net. See Note 19 for further information.

(b) 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.

(c) 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, 2024 includes $136 million benefit related to deferred intercompany profit that was recognized

upon GE retaining the renewable energy U.S. tax equity investments.

(d) Represents a cash refund received related to an arbitration proceeding with 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.

(e) 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.

(f) Consists of interest and other financial charges, net of interest income, other than financial interest related to our normal business

operations primarily with customers.

(g) Excludes interest expense (income) of $(1) million , $10 million and $45 million and benefit (provision) for income taxes of $(11) million ,

$56 million and $168 million for the years ended December 31, 2025 , 2024 and 2023 , respectively, related to our Financial Services

business which, because of the nature of its investments, is measured on an after-tax basis.

*Non-GAAP Financial Measure

2025 FORM 10-K 35

ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN

(NON-GAAP)

Adjusted EBITDA (Non-GAAP)

Less: Acquisitions

Less: Business dispositions

Less: Foreign currency effect

Adjusted organic EBITDA (Non-GAAP)

Adjusted EBITDA margin (Non-GAAP)

2.6 pts

Adjusted organic EBITDA margin (Non-GAAP)

2.1 pts

See “ — Capital Resources and Liquidity” for discussion of free cash flow*.