Form 10 Filing

As filed with the Securities and Exchange Commission on February 15, 2024.

File No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

the Securities Exchange Act of 1934

GE VERNOVA LLC*

(Exact name of registrant as specified in its charter)

Delaware 92-2646542

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

58 Charles Street

Cambridge, Massachusetts 02141

(Address of principal executive office) (Zip Code)

(617) 674-7555

(Registrant’s telephone number)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange

on which each class is to be registered

Common stock, par value $0.01 per share New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None.

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

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

filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the

Exchange Act.

Large accelerated filer ‘ Accelerated filer ‘

Non-accelerated filer È Smaller reporting company ‘

Emerging growth company ‘

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

transition period for complying with any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act. ‘

* GE Vernova LLC will convert into a corporation and will be renamed GE Vernova Inc. prior to the

completion of the Spin-Off (as defined in Exhibit 99.1).

GE VERNOVA LLC

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT

AND ITEMS OF FORM 10

This Registration Statement on Form 10 incorporates by reference information contained in the information

statement filed herewith as Exhibit 99.1 (the “Information Statement”).

Item 1. Business.

The information required by this item is contained under the sections of the Information Statement entitled

“Information Statement Summary,” “The Spin-Off,” “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” “Our Industry,” “Our Business,” “Certain Relationships and Related

Person Transactions,” and “Where You Can Find More Information.” Those sections are incorporated herein by

reference.

Item 1A. Risk Factors.

The information required by this item is contained under the sections of the Information Statement entitled “Risk

Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated

herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the Information Statement entitled

“Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to the Financial

Statements,” and the financial statements referenced therein. Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the Information Statement entitled “Our

Business—Properties.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the Information Statement entitled

“Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by

reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the Information Statement entitled

“Management.” That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the sections of the Information Statement entitled

“Director Compensation” and “Executive Compensation.” Those sections are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the Information Statement entitled

“Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated

herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the sections of the Information Statement entitled “Our

Business—Legal Proceedings” and Note 20, “Commitments, Guarantees, Product Warranties, and Other Loss

Contingencies—Legal Matters” to the audited combined financial statements. Those sections are incorporated

herein by reference.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder

Matters.

The information required by this item is contained under the sections of the Information Statement entitled

“Questions and Answers About GE’s Reasons for the Spin-Off,” “The Spin-Off,” “Dividend Policy,”

“Capitalization,” “Material U.S. Federal Income Tax Consequences of the Spin-Off,” and “Description of Our

Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the section of the Information Statement entitled

“Description of Our Capital Stock.” That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to Be Registered.

The information required by this item is contained under the sections of the Information Statement entitled

“Questions and Answers About GE’s Reasons for the Spin-Off,” “The Spin-Off,” “Dividend Policy,” and

“Description of Our Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the Information Statement entitled

“Description of Our Capital Stock—Limitation on Liability of Directors and Indemnification of Directors and

Officers.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the sections of the Information Statement entitled

“Unaudited Pro Forma Condensed Combined Financial Statements,” “Index to the Financial Statements,” and the

financial statements referenced therein. Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the sections of the Information Statement entitled

“Unaudited Pro Forma Condensed Combined Financial Statements,” “Index to the Financial Statements,” and the

financial statements referenced therein. Those sections are incorporated herein by reference.

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit

Numbers Exhibit Description

2.1 Separation and Distribution Agreement, by and between General Electric Company and the

registrant.†

3.1 Form of Certificate of Incorporation of the registrant.*

3.2 Form of Bylaws of the registrant.*

10.1 Form of Transition Services Agreement, by and between General Electric Company and the

registrant.*

10.2 Form of Tax Matters Agreement, by and between General Electric Company and the registrant.†

10.3 Form of Employee Matters Agreement, by and between General Electric Company and the

registrant.*

10.4 Form of Trademark License Agreement, by and between General Electric Company and a subsidiary

of the registrant.*†

10.5 Form of Real Estate Matters Agreement, by and between General Electric Company and the

registrant.*

10.6 Form of Indemnification Agreement.*

10.7 Form of GE Vernova Long-Term Incentive Plan.

10.8 Form of GE Vernova Mirror 2022 Long-Term Incentive Plan.

10.9 Form of GE Vernova Mirror 2007 Long-Term Incentive Plan.

10.10 Form of GE Vernova Mirror 1990 Long-Term Incentive Plan.

10.11 Offer Letter with Kenneth Parks.*

10.12 Offer Letter with Rachel Gonzalez.†*

10.13 Offer Letter with Steven Baert.†*

10.14 Employment Agreement with Maví Zingoni.†*

10.16 GE Energy Supplementary Pension Plan.*

10.17 GE Energy Excess Benefits Plan.*

10.18 Amended GE Vernova Annual Executive Incentive Plan.

10.19 GE Vernova Restoration Plan.

10.20 GE Vernova U.S. Executive Severance Plan.

10.21 Framework Investment Agreement.†

21.1 Subsidiaries of the registrant.

99.1 Preliminary Information Statement.

99.2 Form of Notice of Internet Availability of Information Statement Materials.

* Previously filed.

** To be filed by amendment.

† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of

Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the

exhibit to the Securities and Exchange Commission upon its request.

+ Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(5) of

Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit

to the Securities and Exchange Commission upon its request.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused

this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

GE VERNOVA LLC

By:

/s/ Robert M. Giglietti

Name: Robert M. Giglietti

Title: President & Treasurer

Date: February 15, 2024

, 2024

Dear GE Shareholders:

It has been just over two years since we announced our intention to form three independent investment-

grade industry-leading public companies. In early 2023, we successfully completed the spin-off of GE

HealthCare, and now, we are approaching the spin-off of GE Vernova and launch of GE Aerospace in the

beginning of the second quarter of 2024. Each of these companies are global leaders in vital industries,

continuing to become more important over time, and, notably, each will carry forward GE’s inimitable DNA

centered on innovation, customer focus, and humility.

Our teams have worked hard to prepare for life as independent companies and now are getting ready to

launch. As we’re already seeing take hold at GE HealthCare, as standalone companies, GE Vernova and GE

Aerospace will benefit from greater focus on their customers and increased capital allocation and strategic

flexibility to pursue high-quality growth in their specific industries. They are attracting broader and deeper

teams, boards, and investor bases that want to be a part of GE Aerospace and GE Vernova, each offering

missions with its own appeal. Both companies have made tremendous strides in creating lean cultures of

accountability, problem solving, and customer focus. Both companies also will have strong financial profiles and

investment-grade ratings that provide a foundation for targeted investments in growth and innovation.

The distribution to GE shareholders of shares of common stock of GE Vernova will provide current GE

shareholders with proportional ownership interest in GE Vernova. GE Vernova is uniquely positioned to

accelerate the energy transition and advance global sustainability. With an installed base of 7,000 gas

turbines–the world’s largest–and approximately 55,000 wind turbines, its technology helps generate

approximately 30% of the world’s electricity. GE Vernova provides solutions to customers to meet the strong

global demand to increase electrification and decarbonization levels by delivering critical energy transition

technologies and services. GE Vernova’s leadership team has extensive functional and industry expertise in

driving global sustainability, as well as a deep commitment to continuous improvement through lean. As a

standalone company, GE Vernova will build on its extraordinary track record of innovation, continuing to

develop and commercialize breakthrough technologies that enable the energy transition, while executing on its

strategy to grow profitably with strong free cash flow generation.

The GE Vernova distribution will be the form of a pro rata distribution to GE shareholders of all of the

outstanding shares of GE Vernova. The distribution is intended to be tax-free to GE shareholders for U.S. federal

income tax purposes. Shareholder approval is not required, and you do not need to take any action to receive

shares of GE Vernova to which you are entitled as a GE shareholder. You do not need to pay any consideration

or surrender or exchange your shares of GE common stock to participate in the spin-off.

Upon the spin-off of GE Vernova, GE shareholders as of the spin-off date also will continue to hold their

shares of GE, which will be listed on the NYSE under the ticker “GE” with the name “GE Aerospace”. GE

Aerospace’s sole focus will be executing its bold vision to invent the future of flight, lift people up, and bring

them home safely. With nearly 41,000 commercial engines at work in more than 70% of global airlines, and a

diverse portfolio of more than 26,000 defense engines, this exceptional franchise is a global aerospace leader.

And more than 70% of its revenue is derived from aftermarket services that not only have attractive economics,

but also keeps the team closer than ever to our customers. GE Aerospace will continue to generate significant

value for decades to come, leveraging the quality of its technology and product development plans, the energy

and collaboration of its team, and its positioning as the industry’s largest and youngest fleet.

I encourage you to read the attached Information Statement carefully, which is being provided to all holders

of GE shares as of the record date for the distribution of shares of GE Vernova common stock. The Information

Statement describes the separation in detail and contains important business and financial information about GE

Vernova.

Our futures are bright. As an independent company, GE Vernova will be even better positioned to accelerate

the energy transition and drive sustainability, focused on delivering disciplined revenue growth today while

innovating to create incremental value tomorrow. We thank you for your investment in GE.

Sincerely,

H. Lawrence Culp, Jr.

Chairman and CEO, GE

Chairman and CEO, GE Aerospace

, 2024

Dear Future GE Vernova Stockholders,

I am excited to welcome you as stockholders of GE Vernova, a purpose-built company developing, delivering

and servicing critical technologies that accelerate the energy transition. We create a more sustainable world,

enabling our customers to increase electrification and decarbonization levels, which improves the quality of life

of the communities and people our customers serve.

Communities around the world face significant challenges in maintaining a reliable, affordable and secure

electricity system, while also increasing access to electricity and reducing emissions. Demand for electricity is

expected to grow over 50% by 2040 given electrification of economies and as approximately 750 million people

lack electricity. Electricity generation from the power sector emits approximately 13 gigatons of CO

annually and

the entire power sector accounts for 40% of total global manmade CO

emissions. The increase in electricity

needed, along with the focus on decarbonization, will require generation capacity to almost double to 16,000 GW –

driving annual electricity related investment from just over $1.0 trillion to over $2.0 trillion.

GE Vernova delivers solutions to these challenges, through our significant scale and diversity of offerings that

serve the energy transition, building on more than 130 years of history as an industry leader. Many of the world’s

leading utilities, developers, governments and large industrial electricity users rely on our installed base to

generate approximately 30% of the world’s electricity – as well as to move this electricity reliably and

efficiently.

Our leadership in innovation will remain a key enabler for customers in their efforts to meet long-term

sustainability goals. We invest approximately $1 billion annually in R&D – and do so efficiently often with

partners or other third parties. These efforts drive critical breakthroughs across a range of technologies, such as

energy storage, hydrogen, carbon capture, small modular nuclear reactors, advanced wind turbines and electricity

software.

We achieved significantly better financial results in 2023 and will continue to improve profitability and cash

flow, as well as reduce risk, through better contracting on both the sale of new equipment and solutions we

provide. We also remain committed to our lean operating model to drive productivity, quality, and cost

improvements, which will bring margin expansion as well as the delivery of high quality products and services to

our customers. The GE Vernova Way, the principles we run our company on, prioritizes Safety, Quality,

Delivery and Cost (SQDC) – with safety coming first, for our employees, contractors, customers and other

stakeholders.

Growing demand from the multi-decade energy transition ahead along with our own cost and productivity efforts

will drive shareholder value. We will increase earnings and deliver stronger, more resilient cash flow, all while

enabling our customers to provide more reliable, affordable and sustainable electricity to the communities they

serve. Combating climate change and advancing sustainability remain global challenges, but also create

significant opportunities for GE Vernova, in supporting customer investments necessary to meet these

challenges. Our company is positioned for an attractive future – our leadership team and employees look forward

to sharing our success with you, our stockholders, and with the broader global community.

Scott L. Strazik

Chief Executive Officer

Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the

Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Subject to Completion—Dated February 15, 2024

INFORMATION STATEMENT

GE Vernova LLC

Common Stock

(par value $0.01 per share)

We are sending you this Information Statement in connection with the spin-off (“Spin-Off”) by General Electric

Company (“GE”) of its wholly-owned subsidiary, GE Vernova LLC (together with its subsidiaries, “GE

Vernova,” the “Company,” “we,” “us,” or “our”), which holds GE’s renewable energy, power, and digital

businesses. GE Vernova LLC will convert into a corporation and will be renamed GE Vernova Inc. prior to the

completion of the Spin-Off.

To consummate the Spin-Off, GE will distribute all our common stock on a pro rata basis to the holders of GE

common stock (the “GE stockholders”). We expect that the distribution of our common stock will be tax-free to

holders of GE common stock for U.S. federal income tax purposes, except for cash that stockholders may receive

(if any) in lieu of fractional shares.

If you are a record holder of GE common stock as of the close of business on , 2024 which is the record

date for the Spin-Off, you will be entitled to receive share of our common stock for every

shares of GE common stock that you hold on that date. GE will distribute its shares of our common stock in

book-entry form, which means that we will not issue physical stock certificates. Equiniti Trust Company, LLC

(the “Distribution Agent”) will not distribute any fractional shares of our common stock.

The Spin-Off will be effective as of , New York City time, on , 2024. Immediately after the

Spin-Off becomes effective, we will be an independent, publicly traded company.

GE stockholders are not required to vote on or take any other action to approve the Spin-Off. We are not asking

you for a proxy, and request that you do not send us a proxy. GE stockholders will not be required to pay any

consideration for the shares of our common stock they receive in the Spin-Off, and they will not be required to

surrender or exchange their shares of GE common stock or take any other action in connection with the Spin-Off.

No trading market for our common stock currently exists. We expect, however, that a limited trading market for

our common stock, commonly known as a “when-issued” trading market, will develop as early as three days

prior to the distribution date, and we expect “regular-way” trading of our common stock will begin on the first

trading day after the distribution date. We have applied to list our common stock on the New York Stock

Exchange under the ticker symbol “GEV.”

In reviewing this Information Statement, you should carefully consider the matters

described in the section entitled “Risk Factors” beginning on page 24 of this Information

Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or

disapproved these securities or determined if this Information Statement is truthful or complete. Any

representation to the contrary is a criminal offense.

This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this Information Statement is , 2024.

TABLE OF CONTENTS

Page

Trademarks and Copyrights ............................................................... ii

Industry, Ranking, and Market Data ........................................................ ii

Non-GAAP Financial Data ................................................................ ii

Questions and Answers About GE’S Reasons for the Spin-Off ................................... iv

Information Statement Summary ........................................................... 1

Risk Factors ........................................................................... 24

Cautionary Statement Concerning Forward-Looking Statements .................................. 60

The Spin-Off ........................................................................... 62

Dividend Policy ........................................................................ 68

Capitalization .......................................................................... 69

Unaudited Pro Forma Condensed Combined Financial Statements ................................. 70

Our Industry ........................................................................... 80

Our Business ........................................................................... 92

Management’s Discussion and Analysis of Financial Condition and Results of Operations ............. 128

Management ........................................................................... 155

Director Compensation ................................................................... 164

Executive Compensation ................................................................. 165

Security Ownership of Certain Beneficial Owners and Management ............................... 185

Certain Relationships and Related Person Transactions ......................................... 187

Material U.S. Federal Income Tax Consequences of the Spin-Off ................................. 195

Description of Our Capital Stock ........................................................... 199

Where You Can Find More Information ..................................................... 204

Index to Combined Financial Statements ..................................................... F-1

TRADEMARKS AND COPYRIGHTS

GE and the GE Monogram Logo are trademarks of the General Electric Company. Logos, trademarks, service

marks, trade names, and copyrights referred to in this Information Statement belong to us or are licensed for our

use. Solely for convenience, we refer to our intellectual property (“IP”) assets in this Information Statement

without the

™

, and

symbols, but such references are not intended to indicate that we will not assert, to the

fullest extent under applicable law, our rights to our intellectual property assets. Other logos, trademarks, service

marks, trade names, and copyrights referred to in this Information Statement are the property of their respective

owners.

INDUSTRY, RANKING, AND MARKET DATA

This Information Statement contains various historical and projected information concerning our industry, the

markets in which we participate, and our positions in these markets. Some of this information is from industry

publications and other third-party sources, and other information is from our own analysis of data received from

these third-party sources, our own internal data, and market research that our management team commissions for

our own evaluations and planning.

All of this information involves a variety of assumptions, limitations, and

methodologies and is inherently subject to uncertainties, and therefore you are cautioned not to give undue

weight to these estimates. All references to the information published by the IEA refer to information contained

in the International Energy Agency, World Energy Outlook 2023.

NON-GAAP FINANCIAL DATA

All financial information presented in this Information Statement is derived from the combined financial

statements of the Company included elsewhere in this Information Statement. All financial information presented

in this Information Statement has been prepared in U.S. Dollars in accordance with generally accepted

accounting principles in the United States of America (“U.S. GAAP”), except for the presentation of the

following non-GAAP financial measures: Organic Revenues, Organic Segment EBITDA, Adjusted EBITDA,

Adjusted EBITDA Margin, Adjusted Organic EBITDA, Adjusted Organic EBITDA Margin, Adjusted Net

Income, Adjusted Net Income Margin, and free cash flow.

We present Organic Revenues, Organic Segment EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin,

Adjusted Organic EBITDA, Adjusted Organic EBITDA Margin, Adjusted Net Income, Adjusted Net Income

Margin, and free cash flow in this Information Statement because we believe such measures provide investors

with additional information to measure our performance. Please refer to “Management’s Discussion and Analysis

of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for an explanation on why

we use these non-GAAP financial measures, their definitions, and their limitations, and reconciliations to their

nearest U.S. GAAP financial measures.

Because of their limitations, these non-GAAP financial measures are not intended as alternatives to U.S. GAAP

financial measures as indicators of our operating performance and should not be considered as measures of cash

available to us to invest in the growth of our business or that will be available to us to meet our obligations. We

compensate for these limitations by using these non-GAAP financial measures along with other comparative

tools, together with U.S. GAAP financial measures, to assist in the evaluation of operating performance.

BASIS OF PRESENTATION

Unless otherwise indicated or the context otherwise requires, references in this Information Statement to:

(i) the “Company,” “GE Vernova,” “we,” “us,” and “our” refer to GE Vernova LLC (a newly formed

holding company) and its direct and indirect subsidiaries after giving effect to the Spin-Off. GE

Vernova LLC will convert into a corporation and will be renamed GE Vernova Inc. prior to the

completion of the Spin-Off;

(ii) the “Board” or “our Board” refers to the board of directors of the Company;

(iii) the “bylaws” refers to our bylaws that will become effective as part of the Spin-Off, the form of which

is filed as an exhibit to our registration statement on Form 10 of which this Information Statement is a

part;

(iv) the “certificate of incorporation” refers to our certificate of incorporation that will become effective as

part of the Spin-Off, the form of which is filed as an exhibit to our registration statement on Form 10 of

which this Information Statement is a part;

(v) the “Spin-Off” refers to the transaction in which GE will distribute to its stockholders all of the shares

of our common stock;

(vi) the “Exchange” refers to the New York Stock Exchange;

(vii) “GE” refers to General Electric Company and its direct and indirect subsidiaries;

(viii) the “GE Board” refers to the board of directors of General Electric Company;

(ix) “stockholders” or “shareholders” refers to shareholders of General Electric Company or stockholders

of GE Vernova, depending on the context;

(x) the “Reorganization Transactions” refer to a series of internal reorganization transactions that GE will

undertake prior to, at, or after the Spin-Off, pursuant to which, among other transactions, GE Vernova

will hold, through its subsidiaries, GE’s renewable energy, power and digital businesses; and

(xi) the “GE Vernova business” refers to GE’s renewable energy, power, and digital businesses.

Certain percentages and other figures provided and used in this Information Statement may not add up to 100.0%

due to the rounding of individual components. In this Information Statement, we present estimated U.S. dollar

amounts for the industries in which we operate.

On November 9, 2021, GE announced its plans to form three independent, industry-leading, investment grade

public companies from (i) GE’s aviation business (“GE Aerospace”), (ii) GE’s healthcare business, GE

HealthCare Technologies Inc. (“GE HealthCare”), and (iii) GE’s energy business, GE Vernova. To accomplish

this, GE completed the tax-free spin-off of GE HealthCare on January 3, 2023 (the “GE HealthCare Spin-Off”)

and intends to execute the tax-free spin-off of GE Vernova in the beginning of the second quarter of 2024. This

Information Statement only relates to the Spin-Off of GE Vernova and does not apply to the GE HealthCare

Spin-Off.

In connection with the reverse stock split of GE’s shares of common stock effective on July 30, 2021, the holders

of GE share certificates were notified to surrender their GE share certificates in order to receive one post-split

share of GE common stock in exchange for eight pre-split shares of GE common stock. As of December 6, 2023,

approximately 158,264,159 GE shares of common stock continue to be held in certificated form. If you continue

to hold GE common stock in certificated form, you are encouraged to contact Equiniti Trust Company, LLC,

GE’s exchange agent for the reverse stock split, in order to exchange your GE share certificates representing

pre-split shares of GE common stock for (a) a statement indicating the number of newly issued shares of post-

split GE common stock held by you electronically in book-entry form together with a check for cash in lieu of

any fractional shares and any accrued dividends of GE paid prior to the date that you exchange your GE share

certificates, and (b) a statement indicating the number of newly issued shares of common stock of GE HealthCare

that you were entitled to receive in the GE HealthCare Spin-Off together with a check for cash in lieu of any

fractional shares and any accrued dividends of GE HealthCare paid prior to the date that you exchange your GE

share certificates. If you do not exchange your GE share certificates prior to the Spin-Off, you will also be

entitled to receive upon exchange of your GE share certificates a statement indicating the number of newly

iii

issued shares of our common stock in the Spin-Off together with cash in lieu of any fractional shares and any

accrued dividends of GE Vernova paid prior to the date you exchange your GE share certificates. However, you

will not receive any such shares of our common stock until you exchange your GE share certificates.

QUESTIONS AND ANSWERS ABOUT GE’S REASONS FOR THE SPIN-OFF

The following provides only a summary of certain information regarding GE’s reasons for the Spin-Off. You

should read this Information Statement in its entirety for a more detailed description of the matters described

below.

Q: What spin-offs has GE announced?

A: On November 9, 2021, GE announced its plan to form three independent, industry-leading, investment grade

public companies: (i) GE Aerospace, (ii) GE HealthCare, and (iii) GE’s energy business, GE Vernova. To

accomplish this, GE completed the GE HealthCare Spin-Off on January 3, 2023 and intends to execute the

tax-free spin-off of GE Vernova in the beginning of the second quarter of 2024. The separation of the three

businesses into stand-alone public companies is intended, among other things, to better position the management

of each business to focus and pursue opportunities for long-term growth and profitability unique to each

company’s business and to allow each business to more effectively implement its capital allocation strategies.

This Information Statement only relates to the spin-off of GE Vernova and does not apply to the previously

completed GE HealthCare Spin-Off.

Q: Why I am receiving this document?

A: GE is making this document available to you because you are a GE stockholder. If you are a holder of GE

common stock as of the close of business on the Record Date (as defined below), you will be entitled to receive a

distribution of share of our common stock for every shares of common stock of GE that you

hold on that date. This document will help you understand how the Spin-Off will result in your ownership of

shares in the Company and the operations of the Company as a stand-alone entity.

Q: What are the reasons for the Spin-Off?

A: The GE Board believes that the separation of the GE Vernova business from GE is in the best interests of GE

and its stockholders and for the success of the GE Vernova business for a number of reasons. See “The

Spin-Off—Reasons for the Spin-Off.”

Q: Why is our separation structured as a spin-off?

A: GE believes that a distribution of our shares that is tax-free to GE and its stockholders for U.S. federal income

tax purposes is the most efficient way to separate our business from GE.

Questions and Answers about the Spin-Off

The following provides only a summary of certain information regarding the Spin-Off. You should read this

Information Statement in its entirety for a more detailed description of the matters described below.

Q: What is the Spin-Off?

A: The Spin-Off is the method by which we will separate from GE. In the Spin-Off, GE will distribute to its

stockholders all of the outstanding shares of our common stock. Following the Spin-Off, we will be an

independent, publicly traded company.

Q: Is the completion of the Spin-Off subject to the satisfaction or waiver of any conditions?

A: Yes, the completion of the Spin-Off is subject to the satisfaction, or the GE Board’s waiver, of certain

conditions. Any of these conditions may be waived by the GE Board to the extent such waiver is permitted by

law. In addition, GE may at any time until the Spin-Off decide to abandon the Spin-Off or modify or change the

terms of the Spin-Off. See “The Spin-Off—Conditions to the Spin-Off.” Alternatively, GE may waive any of the

conditions to the Spin-Off and proceed with the Spin-Off even if all such conditions have not been met. If GE

waives any such condition and the Spin-Off is completed, such waiver could have a material adverse effect on

GE’s and GE Vernova’s respective business, financial condition, or results of operations, the trading price of

GE’s common stock, or the ability of stockholders to sell their shares after the Spin-Off, including, without

limitation, as a result of illiquid trading due to the failure of our common stock to be accepted for listing or

litigation giving rise to any preliminary or permanent injunctions sought to prevent the consummation of the

Spin-Off. If GE elects to proceed with the Spin-Off notwithstanding that one or more of the conditions to the

Spin-Off has not been met, GE will evaluate the applicable facts and circumstances at that time and make such

additional disclosure and take such other actions as GE determines to be necessary or appropriate in accordance

with applicable law.

In particular, if GE waives the condition that GE will receive an opinion from each of Paul, Weiss, Rifkind,

Wharton & Garrison LLP and Ernst & Young LLP to the effect that the Spin-Off will qualify for non-recognition

of gain and loss under Section 355 and related provisions of the Code, then GE would notify its stockholders (1)

by filing an amendment to the Registration Statement on Form 10 of which this Information Statement forms a

part if the waiver occurs before the Registration Statement becomes effective or (2) by filing a Current Report on

Form 8-K if the waiver occurs after the Registration Statement becomes effective, as described in “The Spin-

Off—Conditions to the Spin-Off.” If GE waives that condition and then it is determined that the Spin-Off does

not qualify for non-recognition of gain and loss under Section 355 and related provisions of the Code, then in

addition to the potential material adverse effects described above, there could be material adverse tax

consequences to GE and its stockholders. See “Risk Factors—Risks Relating to the Spin-Off—The Spin-Off

could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction”

and “Material U.S. Federal Income Tax Consequences of the Spin-Off.” GE does not currently intend to waive

this condition to the Spin-Off.

Q: Can GE cancel the Spin-Off even if all conditions have been met?

A: Yes. Until the Spin-Off has occurred, GE has the right to not effect the Spin-Off, even if all of the conditions

are satisfied. See the section entitled “The Spin-Off—Conditions to the Spin-Off.”

Q: Will the number of GE shares I own change as a result of the Spin-Off?

A: No, the number of shares of GE common stock you own will not change as a result of the Spin-Off.

Q: Will the Spin-Off affect the trading price of my GE common stock?

A: GE believes that our separation from GE offers its stockholders the greatest long-term value. There can be no

assurance that, following the Spin-Off, the combined trading prices of the GE common stock and our common

stock will equal or exceed what the trading price of GE common stock would have been in the absence of the

Spin-Off. It is possible that after the Spin-Off, our and GE’s combined equity value will be less than GE’s equity

value before the Spin-Off. We expect the trading price of GE’s shares of common stock will be lower than

immediately prior to the Spin-Off, as they will no longer reflect the value of the GE Vernova business.

Q: What will I receive in the Spin-Off in respect of my GE common stock?

A: As a holder of GE common stock, you will receive a distribution of share of our common stock for

every shares of GE common stock you hold on the Record Date. The Distribution Agent will distribute

only whole shares of our common stock in the Spin-Off. See “The Spin-Off—Treatment of Fractional Shares”

for more information on the treatment of the fractional share you might otherwise be entitled to receive in the

Spin-Off. Your proportionate interest in GE will not change as a result of the Spin-Off. For a more detailed

description, see “The Spin-Off.”

Q: What is being distributed in the Spin-Off?

A: GE will distribute approximately shares of our common stock in the Spin-Off, based on the

approximately shares of GE common stock outstanding as of , 2024. The actual number of

shares of our common stock that GE will distribute will depend on the total number of shares of GE common

stock outstanding on the Record Date. The shares of our common stock that GE distributes will constitute all of

the issued and outstanding shares of our common stock immediately prior to the Spin-Off. For more information

on the shares being distributed in the Spin-Off, see “Description of Our Capital Stock—Common Stock.”

Q: What do I have to do to participate in the Spin-Off?

A: All holders of GE’s common stock as of the Record Date will participate in the Spin-Off. You are not required

to take any action in order to participate, but we urge you to read this Information Statement carefully. Holders of

GE common stock on the Record Date will not need to pay any cash or deliver any other consideration, including

any shares of GE common stock, in order to receive shares of our common stock in the Spin-Off. In addition, no

stockholder approval of the Spin-Off is required. We are not asking you for a vote and request that you do not

send us a proxy card.

Q: What will happen if I continue to hold GE share certificates?

A: If you hold GE share certificates that have not been converted into book-entry form, you will still be entitled

to receive shares of our common stock in the Spin-Off although you will not receive such shares until you

exchange your GE share certificates. In connection with the reverse stock split of GE’s shares of common stock

effective on July 30, 2021, the holders of GE share certificates were notified to surrender their GE share

certificates in order to receive one post-split share of GE common stock in exchange for eight pre-split shares of

GE common stock. As of December 6, 2023, approximately 158,264,159 GE shares of common stock continue to

be held in certificated form. If you continue to hold GE common stock in certificated form, you are encouraged

to contact Equiniti Trust Company, LLC, GE’s exchange agent for the reverse stock split, in order to exchange

your GE share certificates representing pre-split shares of GE common stock for (a) a statement indicating the

number of newly issued shares of post-split GE common stock held by you electronically in book-entry form

together with a check for cash in lieu of any fractional shares and any accrued dividends of GE paid prior to the

date that you exchange your GE share certificates, and (b) a statement indicating the number of newly issued

shares of common stock of GE HealthCare that you were entitled to receive in the GE HealthCare Spin-Off

together with a check for cash in lieu of any fractional shares and any accrued dividends of GE HealthCare paid

prior to the date that you exchange your GE share certificates. If you do not exchange your GE share certificates

prior to the Spin-Off, you will also be entitled to receive upon exchange of your GE share certificates a statement

indicating the number of newly issued shares of our common stock in the Spin-Off together with cash in lieu of

any fractional shares and any accrued dividends of GE Vernova paid prior to the date you exchange your GE

share certificates. However, you will not receive any such shares of our common stock until you exchange your

GE share certificates.

Q: What is the record date for the Spin-Off?

A: GE will determine record ownership as of the close of business on , 2024, which we refer to as the

“Record Date.”

Q: When will the Spin-Off occur?

A: The Spin-Off will be effective as of , New York City time, on , 2024, which time and date

we refer to as the “Distribution Date.”

Q: How will GE distribute shares of our common stock?

A: On the Distribution Date, GE will release the shares of our common stock to the Distribution Agent to

distribute to GE stockholders. The whole shares of our common stock will be credited in book-entry accounts for

GE stockholders entitled to receive the shares in the Spin-Off. If you own GE common stock as of the close of

business on the Record Date, and you retain your entitlement to receive the shares of our common stock through

the Distribution Date, the shares of our common stock that you are entitled to receive in the Spin-Off will be

issued to your account as follows:

Registered stockholders: If you own your shares of GE common stock directly, either in book-entry form through

an account at GE’s transfer agent (Equiniti Trust Company, LLC) and/or if you hold paper stock certificates, you

are a registered stockholder. In this case, the Distribution Agent will credit the whole shares of our common

stock you receive in the Spin-Off by way of direct registration in book-entry form to a new account with our

transfer agent. Registration in book- entry form refers to a method of recording share ownership where no

physical stock certificates are issued to stockholders, as will be the case in the Spin-Off. You will be able to

access information regarding your book-entry account for shares of our common stock at

www.shareowneronline.com by calling 1-888-999-0031.

“Street name” or beneficial stockholders: If you own your shares of GE common stock beneficially through a

bank, broker, or other nominee, the bank, broker, or other nominee holds the shares in “street name” and records

your ownership on its books. In this case, your bank, broker, or other nominee will credit your account with the

whole shares of our common stock that you receive in the Spin-Off on or shortly after the Distribution Date. We

encourage you to contact your bank, broker, or other nominee if you have any questions concerning the

mechanics of having shares held in “street name.”

See “The Spin-Off—When and How You Will Receive Our Shares” for a more detailed explanation.

Q: If I sell my shares of GE common stock on or before the Distribution Date, will I still be entitled to

receive shares of our common stock in the Spin-Off?

A: If you sell your shares of GE common stock before the Record Date, you will not be entitled to receive shares

of our common stock in the Spin-Off. If you hold shares of GE common stock on the Record Date and decide to

sell them on or before the Distribution Date, you may have the ability to choose to sell your GE common stock

with or without your entitlement to receive our common stock in the Spin-Off. You should discuss the available

options in this regard with your bank, broker, or other nominee. See “The Spin-Off—Trading Prior to the

Distribution Date.”

Q: How will fractional shares be treated in the Spin-Off?

A: The Distribution Agent will not distribute any fractional shares of our common stock in connection with the

Spin-Off. Instead, the Distribution Agent will aggregate all fractional shares into whole shares and sell the whole

shares in the open market at prevailing market prices on behalf of GE stockholders entitled to receive a fractional

share. The Distribution Agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees,

transfer taxes and other costs, pro rata to these holders (net of any required withholding for taxes applicable to

each holder). See “The Spin-Off—Treatment of Fractional Shares” for a more detailed explanation of the

treatment of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the

recipient GE stockholders for U.S. federal income tax purposes as described in the section entitled “Material U.S.

vii

Federal Income Tax Consequences of the Spin-Off.” The Distribution Agent will, in its sole discretion, without

any influence by GE or us, determine when, how, through which broker-dealer and at what price to sell the whole

shares of our common stock. The Distribution Agent is not, and any broker-dealer used by the Distribution Agent

will not be, an affiliate of either GE or us.

Q: What are the U.S. federal income tax consequences to me of the Spin-Off?

A: GE has received a private letter ruling from the Internal Revenue Service (the “IRS”) to the effect that, among

other things, the Spin-Off, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under

Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”). Completion of

the Spin-Off is conditioned on GE’s receipt of a separate written opinion from each of Paul, Weiss, Rifkind,

Wharton & Garrison LLP and Ernst & Young, LLP to the effect that the Spin-Off will qualify for

non-recognition of gain and loss under Section 355 and related provisions of the Code. It is expected that the

Spin-Off will qualify as a transaction that is tax-free to GE and GE stockholders, for U.S. federal income tax

purposes, under Sections 368(a)(1)(D) and 355 of the Code, and thus no gain or loss will be recognized by, or be

includible in the income of a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the

Spin-Off”) as a result of the Spin-Off, except with respect to any cash (if any) received by GE stockholders in

lieu of fractional shares. After the Spin-Off, GE stockholders will allocate their basis in their GE common stock

held immediately before the Spin-Off between their GE common stock and our common stock in proportion to

their relative fair market values on the date of Spin-Off. GE may also waive the tax opinions as a condition to the

completion of the Spin-Off. GE does not currently intend to waive this condition to the obligation to complete

the Spin-Off. If GE were to waive this condition, it would communicate such waiver to GE stockholders in a

manner as described in “The Spin-Off—Conditions to the Spin-Off.” See “Material U.S. Federal Income Tax

Consequences of the Spin-Off” for more information regarding the potential tax consequences to you of the

Spin-Off. You should consult your tax advisor as to the particular tax consequences of the Spin-Off to you.

Q: What will the Company’s relationship be with GE following the Spin-Off?

A: In connection with the Spin-Off, we and GE will enter into a Separation and Distribution Agreement (as

defined herein) and will enter into various other agreements, including a Transition Services Agreement, a Tax

Matters Agreement, an Employee Matters Agreement, an Intellectual Property Cross License Agreement, a

Trademark License Agreement, and a Real Estate Matters Agreement (each, as defined herein). These

agreements will provide a framework for our relationship with GE after the Spin-Off and provide for the

allocation between us and GE of GE’s assets, employees, liabilities, and obligations (including its property,

employee benefits, environmental liabilities, and tax liabilities) attributable to periods prior to, at, and after our

Spin-Off from GE. For additional information regarding the Separation and Distribution Agreement and other

transaction agreements, see “Risk Factors—Risks Relating to the Spin-Off.”

Q: Who will manage the Company after the Spin-Off?

A: Led by Scott Strazik, who will be our Chief Executive Officer after the Spin-Off, our executive management

team possesses deep knowledge of, and extensive experience in, our industries. Our executive management team

has been closely involved in key strategic decisions with respect to the Company and in establishing a vision for

the future of the Company. See “Management.”

Q: What will govern my rights as a GE Vernova stockholder?

A: Your rights as a GE Vernova stockholder will be governed by Delaware law, as well as our amended and

restated certificate of incorporation and our amended and restated bylaws. At the time of the Spin-Off, we expect

that there will be no material differences in stockholder rights between the existing GE common stock and GE

Vernova common stock other than (i) your ability for five years after the Spin-Off to elect only a particular class

viii

of our Board subject to election in any given year (versus the ability to elect GE’s entire board of directors each

year), (ii) the stockholder vote required to remove a director will be the affirmative vote of at least a majority of

the voting power of our outstanding common stock (versus GE’s majority of the votes cast standard), (iii) our

stockholders will be able to remove directors with or without cause following the period during which the Board

is classified (versus GE’s stockholders being able to remove directors only for cause at any time), (iv) the

heightened voting threshold to call a special meeting of 25% of the holders of outstanding shares of our common

stock (versus GE’s 10% threshold), (v) the advance notification window for stockholder proposals and

nominations, which is between 90 and 120 days prior to the first anniversary of the prior year’s annual meeting

(versus GE’s advance notification window of between 120 and 150 days prior to the first anniversary of the

mailing of the previous year’s proxy materials), and (vi) the exclusive forum provisions in our amended and

restated certificate of incorporation, which provide that Delaware courts will be the exclusive forum for any

shareholder derivative action and for certain other types of claims brought against us, and that the federal district

courts of the United States will be the exclusive forum for any claims arising under the Securities Act (versus no

such provision in GE’s organizational documents). For additional details regarding GE Vernova common stock

and GE Vernova stockholder rights, see “Description of Our Capital Stock” and “Risk Factors – Risks Relating

to Our Common Stock and the Securities Market.”

Q: Do I have appraisal rights in connection with the Spin-Off?

A: No. Holders of GE common stock are not entitled to appraisal rights in connection with the Spin-Off.

Q: Where can I get more information?

A: If you have any questions relating to the mechanics of the Spin-Off, you should contact the Distribution Agent

at:

Equiniti Trust Company, LLC

Attn: Account Management Team

1110 Centre Pointe Curve, Suite 101

Mendota Heights, Minnesota 55120-4101

Before the Spin-Off, if you have any questions relating to the Spin-Off, you should contact GE at:

GE Investor Relations

One Financial Center, Suite 3700

Boston, Massachusetts 02111

After the Spin-Off, if you have any questions relating to GE Vernova, you should contact GE Vernova at:

GE Vernova LLC

58 Charles Street

Cambridge, Massachusetts 02141

Attention: Investor Relations

Questions and Answers about GE Vernova

The following provides only a summary of certain information regarding GE Vernova. You should read this

Information Statement in its entirety for a more detailed description of the matters described below.

Q: Do we intend to pay cash dividends?

A: Once the Spin-Off is effective, we will determine the optimal allocation of capital to achieve the company’s

strategy and deliver competitive returns to our stockholders, including whether to pay cash dividends to our

stockholders. The timing, declaration, amount, and payment of future dividends to stockholders, if any, will fall

within the discretion of our Board. Among the items we will consider when establishing a dividend policy will be

the capital needs of our business and opportunities to retain future earnings for use in the operation of our

business and to fund future growth. See “Dividend Policy.”

Q: How will our common stock trade?

A: We have applied to list our common stock on the New York Stock Exchange under the ticker symbol “GEV.”

Currently, there is no public market for our common stock. We anticipate that trading in our common stock will

begin on a “when-issued” basis as early as three days prior to the Distribution Date and will continue up to and

including the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase

made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet

been distributed. “When-issued” trades generally settle within two trading days after the Distribution Date. On

the first trading day following the Distribution Date, any “when-issued” trading of our common stock will end

and “regular-way” trading will begin. Regular-way trading refers to trading after the security has been distributed

and typically involves a trade that settles on the second full trading day following the date of the trade. See “The

Spin-Off—Trading Prior to the Distribution Date.” We cannot predict the trading prices for our common stock

before, on, or after the Distribution Date.

Q: Who is the transfer agent and registrar for our common stock?

A: Equiniti Trust Company, LLC is the transfer agent and registrar for our common stock.

Q: Are there risks associated with owning shares of our common stock?

A: Yes, there are substantial risks associated with owning shares of our common stock. Accordingly, you should

read carefully the information set forth under the section entitled “Risk Factors” in this Information Statement.

INFORMATION STATEMENT SUMMARY

The following summary contains selected information about us and about the Spin-Off. It does not contain all of

the information that is important to you. You should review this Information Statement in its entirety, including

matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and

Results of Operations,” and the combined financial statements and the notes thereto included elsewhere in this

Information Statement. Some of the statements in the following summary constitute forward-looking statements.

See “Cautionary Statement Concerning Forward-Looking Statements.”

Introduction

GE Vernova is a global leader in the electric power industry, with products and services that generate, transfer,

orchestrate, convert, and store electricity. We design, manufacture, deliver, and service technologies to create a

more reliable and sustainable electric power system, enabling electrification and decarbonization, underpinning

the progress and prosperity of the communities we serve. We are a purpose-built company, uniquely positioned

with a scope and scale of solutions to accelerate the energy transition, while servicing and growing our installed

base and strengthening our own profitability and shareholder returns. We have a strong history of innovation

which is a key strength enabling us to meet our customers’ needs.

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

solutions to help advance our customers’ sustainability goals. Our installed base generates approximately 30% of

the world’s electricity. We support our customers’ specific efforts to electrify their economies, meet demand

growth, improve reliability and resiliency, and navigate the energy transition through limiting and reducing

emissions. The portfolio of equipment and services that we deliver is diversified across technology types and is

adaptable based on electric power market conditions and demand.

We blend GE’s culture of innovation and technological excellence with our focus to drive electrification and

decarbonization through our cultural foundation—known as the GE Vernova Way—which guides everything we

do. The principles of the GE Vernova Way are Innovation, Customers, Lean, One Team, and Accountable. These

principles define how we work and create value for our people, customers, shareholders, and the planet. We drive

Innovation in everything we do, serve our Customers with pride and focus, and operate with a Lean mindset,

focusing on safety, quality, delivery, and cost, across our operations. We act as One Team with inclusivity,

authenticity, and diversity allowing us to win together, and are Accountable both individually and collectively to

deliver on our purpose and commitments. These principles are embedded throughout the organization through our

monthly operating reviews, employee training programs, internal communications, and in how we measure

performance. We see the GE Vernova Way as a potential differentiator, as this helps ensure we deliver effective,

measurable, and sustainably successful outcomes for our customers, employees, and other stakeholders.

Within GE Vernova, we have aligned our businesses, and report our financial results across three operating

segments:

•Our Power segment includes the design, manufacture, and servicing of gas, nuclear, hydro, and steam

technologies, providing a critical foundation of dispatchable, flexible, stable, and reliable power. This segment

delivers predictable and growing, long-term earnings and free cash flow from servicing our vast installed base

and from growing this installed base with new equipment and services. For example, we maintain the largest

installed base of gas turbines globally of 886 installed GW and 2,206 GW total across our Gas Power, Nuclear

Power, Hydro Power, and Steam Power businesses within this segment.

• Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind

turbines and blades. This segment benefits from secular demand tailwinds for zero-carbon power generation.

We are pivoting our Onshore Wind strategy to focus on fewer markets, where we believe we have built and

maintain competitive advantages, fewer product offerings, and increased productivity efforts, all to drive

long-term profitable growth. We maintain an installed base of 117 GW of Onshore Wind and 1 GW of

Offshore Wind turbines for zero-carbon power generation.

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

collectively refer to as Electrification Systems, and digital technologies, which we refer to as Electrification

Software, required for the transmission, distribution, conversion, storage, and orchestration of electricity from

point of generation to point of consumption. This segment benefits from a growing need for grid infrastructure,

modernization, and reliability, as well as from the demand for new products, solutions, and services.

Investment in these technologies will be critical to enabling the energy transition by connecting renewables to

the grid, electrifying other carbon-intense sectors, and preserving grid resilience and reliability.

Sources of revenue for GE Vernova in 2023 were approximately split equally between the sale of products and

services. About 65% of GE Vernova’s total RPO (remaining performance obligation, a measure of backlog) of

$116 billion at the end of 2023, or $75 billion, was for services, with a significant portion committed under

long-term contractual arrangements, providing us with enhanced levels of predictability and visibility into

services revenue for years to come. Services are typically sold directly to our customers, either through long-term

contractual service agreements or as individual transactions at time of service.

Services include the maintenance, replacement of spare parts, repairs, upgrades, and software subscriptions

throughout the operating life of our products globally. To lead in services, we invest in inspection and repair

technologies, monitoring and diagnostics capability, and plant upgrade offerings to improve the performance and

operation of our installed base.

Products include the design, manufacture, and delivery of a wide range of power generating, grid hardware and

software, power conversion, and energy storage products. We sell our products directly to customers or through

engineering, procurement, and construction firms, where we can be either a sub-supplier or a consortium partner.

Our scope of supply can range from products alone to extended plant or project development scope, which can

include plant-level guarantees and/or GE Vernova having turn-key responsibilities, often shared with partners,

for project development. GE Vernova has manufacturing, assembly, and component production capabilities in

over 100 plants across 27 countries.

We are well-positioned to benefit from extended growth in the demand for our products and services as emerging

economies focus on electrification and mature economies on further electrification and decarbonization. We expect

to drive profitable growth through cost reductions, improved quality, better contracting, and higher productivity

levels — all as demand accelerates. We expect to generate cash flow, fund incremental growth opportunities and

increase flexibility to drive future capital allocation while maintaining investment grade ratings.

Our Industry and Business

Electricity is critical to economic progress and prosperity as well as to improve the quality of life. The International

Energy Agency (the “IEA”) expects demand for electricity generation in 2040 to grow by more than 55% from

2022 levels with the natural gas, hydro, wind, nuclear, solar and storage energy sub-sectors playing a key role. This

growing demand for electricity generation is driven by multiple factors. Approximately 750 million people globally

lack access to electricity, and many more who do have access experience frequent, extended outages that disrupt

their lives, impact their safety and security, and challenge their economic growth. Electricity use is also increasing

as an alternative to fossil fuels for whole industries or sectors, such as transportation, which are currently pursuing

increased electrification as a means to decarbonize. The future electric power system must meet this demand growth

while incorporating new and diverse sources, preserving or improving system reliability, affordability, and

sustainability. Electric power sector emissions account for approximately 40% of all human-made carbon dioxide

(“CO

”) emissions in the world today and without a change to the current energy mix, global growth in demand for

electricity generation would increase CO

emissions by more than 7 billion tons annually by 2040.

GE Vernova innovates and invests across our broad portfolio of technologies to help our customers meet growing

demand for electricity generation and reduce the carbon intensity of power grids and electricity supply, while

maintaining or improving system reliability, affordability, and sustainability. Today, approximately 30% of the

world’s electricity is generated using GE Vernova’s installed base of technologies. We intend to grow profitably

through the sale of equipment needed to electrify and to decarbonize power systems, as well as by servicing this

installed base for decades to come. We will continue to support customer efforts to limit or reduce emissions, and

we expect to continue reducing the carbon intensity of our installed base – all while increasing the resiliency of

the grid and achieving the goals of our customers, investors, and employees.

We deliver products and services that generate, transfer, orchestrate, convert, and store electricity. Our products

and solutions generate electricity from various forms of energy or fuels, including wind, hydro, solar, nuclear,

natural gas, and steam. We have offerings that transfer and orchestrate electricity reliably, safely, and securely

from generation sources to consumers, over various electricity grids or systems – using grid-related software,

hardware, automation, and controls. We develop and deliver technologies that convert electricity across grid

systems, such as from alternating to direct current (AC to DC) or vice versa (DC to AC); from one voltage level

or frequency to another; and into other forms of energy including mechanical, thermal, and chemical. We also

develop and deliver solutions that enable customers to store electricity for use to meet peak demand, through

products such as pumped hydro and integrated battery energy storage systems.

GE VERNOVA TECHNOLOGIES

ACROSS THE ELECTRIC POWER INDUSTRY

TransferGenerate Orchestrate Convert Store

GE Vernova’s products, services, and pipeline of investments in leading edge technologies help utility,

commercial, and industrial customers avoid, reduce, or capture greenhouse gas emissions produced when

generating electricity. Use of carbon-free generation technologies like wind, solar, hydro, and nuclear helps

avoid greenhouse gas emissions. Power plant efficiency upgrades and the increasing use of lower carbon-intense

fuels like hydrogen in gas turbines can help our customers reduce their greenhouse gas emissions compared to

their current state. We also develop integrated solutions that capture carbon for use or sequestration, rather than

releasing carbon into the atmosphere and contributing to climate change.

The global electric power industry landscape is subject to volatility driven by quickly changing economic

outlooks, increasing geopolitical tensions, and energy policy uncertainty. Renewables growth may also be

impacted by transmission capacity constraints, site permitting, and electrical interconnection delays, project

constraints driven by reduction in available land and/or increased land costs, growing importance of biodiversity

protection, and security of supply concerns on critical minerals. The broader wind industry is further challenged

with fleet quality and reliability issues, with the offshore wind industry recently facing high project execution

risks and limited profitability at current price levels.

In addition to these industry pressures, some of our business units experienced operating losses in the recent past

attributed to a variety of challenges, including fleet quality issues, pricing, execution challenges on complex

projects, a lack of commercial underwriting terms that protect for inflationary pressures, and not enough

standardization of products. Each of the business units facing these challenges has made significant progress on

their paths towards profitability over the past several quarters. Strengthened operational rigor and commercial

discipline together with actions to reduce structural and operating costs—by leveraging lean business practices—

are contributing to the turnaround and improvement seen in several of these businesses over the last few periods.

GE Vernova maintains a global reach and scale necessary to lead the energy transition to an electrified and

decarbonized future, with approximately 80,000 employees, including our field services associates, and a local

presence in more than 100 countries. We derived approximately 71% of our 2023 revenues from OECD

countries—and geographically 47% of our revenue from the Americas, 25% from Europe, 16% from Asia and

12% from the Middle East & Africa. We deliver products and services into large, growing segments tied to the

energy transition and we estimate the addressable market we serve was approximately $265 billion in 2022.

Overall, industry experts conservatively anticipate spending in the power and end-use sectors will increase from

$1.4 trillion per year in recent years to more than $2.4 trillion per year in the 2030s. We serve the world’s largest

utilities – many of whom serve the OECD or developed markets – that today focus heavily on decarbonization

efforts.

Addressable Market by Segment*

Power

$110B

Wind

$80B

Electrification

$75B

2023 GE Vernova Revenue by Segment

Power

$17.4B

16% of addressable

market

Wind

$9.8B

12% of addressable

market

Electrification

$6.4B

9% of addressable

market

*Based on Addressable Market analysis conducted in 2022

Excludes $0.4B eliminations

2023 GE Vernova Revenue by Geography

Rest of Americas

$3.2B

Europe

$8.4B

U.S.

$12.5B

Asia

$5.3B

Middle East

and Africa

$3.9B

2023 GE Vernova Revenue

OECD vs. Non-OECD Countries

OECD

$23.7B

Non-OECD

$9.5B

Globally, the IEA estimates the world will need 55% more generation of electricity in 2040 than it did in 2022

and that electricity levels required to reach economy-wide net zero emissions would need to more than double

from 2022 levels, which will drive a shift in generation technology mix, improved resilience and security of

power grids, and modernization / digitalization of the existing infrastructure.

Carbon-free generation technologies including wind, solar, hydro, and nuclear are expected to account for nearly

90% of new capacity addition orders over the next ten years, with a balance of many generation sources likely required

to navigate the energy transition towards a more sustainable power sector while preserving system reliability and

affordability. Wind and solar combined accounted for 12% of all electricity generated in the world in 2022. By 2030

many experts expect this figure will reach approximately 25%, and in scenarios that achieve net zero emissions may

reach 70% percent by 2050. Nuclear power generation is expected to grow, with small modular nuclear reactor

(“SMR”) technology expected to be operative by 2030, assuming a critical role in the sector. Hydro power offers

emission-free power output and we expect it will play an important role in the evolving energy mix. Besides benefiting

from increasing customer demand for wind equipment and the need to service this equipment, we also expect to

support customers through service of their existing nuclear and hydro plants and sales of incremental new units.

Natural gas power plants will continue to play a vital role in the energy transition through the provision of

dependable, dispatchable, and flexible power, helping to address the intermittency of renewable energy sources.

Approximately 22% of the world’s electricity in 2022 was generated using natural gas. We expect to continue

servicing our large existing and growing our installed base of gas turbines. In the coming years, we expect to

expand this business to accelerate decarbonization by retrofitting gas turbines to use hydrogen and/or adopting them

for use in carbon capture systems.

As we serve these markets, GE Vernova will continue to build on a rich heritage of technology leadership and

innovation, with more than 140 years of experience dating back to Thomas Edison’s first commercial power

plant in the United States (1882). We continue to be an innovation leader, with approximately 36,000 patents and

patent applications filed in approximately 60 countries. Other significant innovations developed by us include:

• the world’s first licensed nuclear power plant (1957),

• the world’s first F-class gas turbine (1990),

• wind blades for the world’s first offshore wind farm (1991),

• the world’s first mobile (trailer-mounted) aeroderivative gas turbine for power generation (1996),

• the world’s first wind turbines with low-voltage-ride-through capability (2003),

• multiple world records for most efficient gas combined cycle plant (2016), and

• North America’s first commercial award for a small modular nuclear reactor (2022).

Investment Highlights

GE Vernova is an industry leader creating a more reliable and sustainable electric power system by

providing a breadth of products and services necessary to increase electrification and decarbonization. We

serve customers in accelerating the global energy transition to improve the quality of life and combat climate

change. Our products and services will help reduce overall global emission levels by enabling our customers to

limit emissions from power generation and by reducing the carbon intensity of our installed base.

We expect increased demand for many of our products and services, along with our focus on lean to drive

productivity improvements and cost reductions, to deliver Adjusted EBITDA and free cash flow growth—

creating significant value for customers and shareholders. Expanding electrification, increasing global urgency to

combat the impacts of climate change, and a greater focus on energy security will stimulate broader investment

in the electric power sector, potentially leading to rising demand for GE Vernova’s products, services, and

solutions. A multi-decade inflection of global spend in the energy transition end-markets is expected to be driven

by technological advancements, government policies, corporate strategies, and individual efforts to increase

electrification of the economy and to reduce carbon emissions. We will support the global transition to renewable

energy sources by providing a broad range of product and service offerings needed by public and private utilities,

grid operators, governments, and large electricity users.

As the energy transition accelerates and our cost structure improves, we expect GE Vernova to deliver revenue

growth combined with improving Adjusted EBITDA and free cash flow. We expect to benefit from:

• Strong long-term industry demand growth driven by increasing electrification and decarbonization trends.

We see significant opportunities for revenue growth across our business segments, as electrification trends

drive a need for new firm and quick-starting electricity generation, and decarbonization efforts require reduced

or zero emission generation sources. The electricity grid also needs significant investment to connect new

generation and to enhance reliability. Forecasts from the IEA and other third parties estimate the world will

need 55% more generation of electricity in 2040 than it did in 2022 and that electricity levels required to

reach economy-wide net zero emissions would need to more than double from 2022 levels. We believe this

need will drive increased demand for our products and services as equipment needs grow and customers need

to maintain or improve performance from existing assets in order to supply reliable, secure electricity. This

need includes investments in both hardware and software to manage a more complex grid, especially given the

rise in supply of renewable energy going forward. Government policies, such as the Inflation Reduction Act of

2022 (the “IRA”) in the United States, the Green Deal Industrial Plan in Europe, and emissions trading

frameworks in both Europe and the United States, serve as tailwinds for our customers and suppliers like GE

Vernova to fund the growth in low or zero emission capacity and the grid required to deliver this electricity.

Our large commercial and industrial customers as well as residential consumers, place a heightened importance

on decarbonizing their electricity use, driving incremental demand for GE Vernova’s products and services.

We provide products and services through the Power, Wind and Electrification segments that served

addressable market sizes of $110 billion, $80 billion, and $75 billion, respectively, in 2022. Overall, industry

experts conservatively anticipate spending in the power and end-use sectors to increase from $1.4 trillion per

year in recent years to more than $2.4 trillion per year in the 2030s.

20,000

30,000

40,000

50,000

60,000

70,000

2022 2030 2035 2040

Generation Growth (TWh)

IEA STEPS (Stated Policies)

45,418 TWh, ~55%↑

Sectors with GE Vernova products offerings

$2.0 Tr

$2.4 Tr

$1.4 Tr

2016-2022 2023-2030 2031-2040

Average Annual Power Sector and End-Use Investment ($Tr), IEA

WEO 2023 Stated Policies

Generation Grid and Battery Storage

End Use

• Significant, long-term customer relationships with many of the largest customers in select key markets.

Our technologies and services help electrify some of the fastest growing markets and help decarbonize those

areas that relied heavily on less efficient and more emissions-intensive generation fleets. We supply and

service many of the world’s largest utilities and grid operators across multiple continents and support our

customers with solutions across the energy trilemma (as described further below) tailored to their individual

situation and circumstances. For example, our ten largest generation customers by installed capacity in

Europe and the United States generate approximately 40% of the electricity in these markets, respectively.

Our deep, long-standing relationships with customers are a competitive advantage and our track record gives

customers confidence in partnering with us to implement new technology.

• Lean as a pillar of the GE Vernova Way and how we will drive both long-term breakthroughs and

continuous improvements that enhance profitability. We started our lean journey more than five years ago as

GE and have progressed to the point that lean is now part of our culture. We are applying lean to all aspects of

our businesses to drive growth, innovation and results for our customers. For example, lean was an integral

lever of the Gas Power transformation that started in 2018, driving out $1 billion in fixed costs while

improving the customer experience. The Gas Power business applied lean methods in executing its strategy

and transforming its long-term performance. We also realized, utilizing lean and other efforts implemented

over the last three years, significant cost savings in both our Electrification segment (approximately

$300 million) and within our Onshore Wind business (approximately $500 million) – partially through

improved operations and streamlined organizational structures. The application of lean in our Gas Power,

Onshore Wind, and Grid businesses has already created significant value. Within GE Vernova we see

substantial opportunity for additional competitive differentiation and value creation by using and continuously

improving our lean rigor across our portfolio of businesses. After the Spin-Off, our company will continue to

utilize and evolve lean through our GE Vernova operating method to realize our strategic initiatives while

simplifying and transforming our business into a more efficient, highly focused company.

• Strengthening revenue and cost fundamentals will enable the Company to fund growth opportunities and

maintain flexibility for capital allocation. Increasing demand for our products and services will lead to

revenue growth in the coming years. Continued use of our lean operating method and culture will drive

lower costs, improving profitability. Given limited expected leverage levels, we anticipate generating

increasing levels of free cash flow. This cash flow will enable our efforts to maintain a strong balance sheet,

obtain and maintain investment grade ratings, invest in new products and services, fund cost-reduction

opportunities that create long-term savings, evaluate and consider targeted value-added acquisitions, and

provide flexibility for potential future capital allocation.

• A Power segment, with durable, growing earnings and cash flow from its large installed base. Services

are a key portion of the Power segment, a recurring and high-margin revenue stream that in 2023

contributed 68% of total segment revenue. Because the average life of our large heavy-duty gas turbine fleet

service contracts in the Gas Power business, the largest business in the Power segment, is over ten years, we

have revenue visibility for many years ahead and we continue to have service contract customer renewal

rates of approximately 70%. Our services capabilities help improve the economics, the efficiency, the

reliability, and the life-span of customer-owned generating units. We view our long-term services

agreements as key elements for the continued success of our Gas Power business, which maintains a leading

global scale and an installed base of approximately 7,000 turbines. We continue to implement technology

enhancements to deliver improved service, reducing the outage time for gas power plants and leading to

increased MWh output by customer facilities while also reducing our costs to deliver on outage

management initiatives. We maintain annual service contracts for over 25% of the units in our gas installed

base, while also delivering outage services or parts – as part of our transactional services offerings – to a

large portion of those natural gas units not under long-term contracts. We also provide services to nuclear

power plants, hydro power facilities, and steam power turbines. As a result, we expect revenue and EBITDA

from our Power segment to rise over time with improved margins due to increasing product sales and the

continued growth in our services, as well as improvements in our cost structure and productivity. As coal

generation still comprised 36% of total generation in 2022, we believe there will be opportunities to replace

coal with other, less carbon intensive resources, which in turn will create opportunities for GE Vernova to

sell products and services across our Power businesses.

• A Wind segment with significant margin expansion and long-term revenue growth ahead. Our Wind

segment remains one of the largest wind products, parts, and service providers. In the onshore wind industry,

we expect to increasingly focus our efforts on the attractive and growing North American markets given the

demand tailwinds driven by the IRA, while still targeting opportunities of profitable high-margin product sales

outside of North America. We believe our strong manufacturing capacity, our supply chain capabilities, and

our deep customer relationships provide competitive advantages in these markets. Additionally, we continue to

focus on improving the cost structure and driving better quality and performance across the installed base and

new units. In the relatively nascent and fast-growing offshore wind industry, in the coming years we expect to

improve the quality of our backlog and overall business profitability. As the industry matures, we expect the

existing technologies and supply chain to improve, and GE Vernova to remain focused on product quality,

processes reliability, and improved underwriting. We will be highly disciplined in the pace of new product

introduction, while being selective in adding new projects to our backlog if we believe they provide sufficient

pricing, profitability, and improved risk mitigation in line with our expected returns.

• An Electrification segment positioned for higher, more profitable growth driven by increasing global

demand for our equipment, systems, software, and services. Our Electrification segment provides much of

the necessary products, services, and software to manage, transfer, and orchestrate electricity over the power

grid – each a key offering that enables the energy transition as renewable capacity coming online accelerates

globally. Our high voltage direct current (“HVDC”) technology offerings support the expansion of major

new renewable projects, including offshore wind, and we are already seeing rapidly rising RPO levels from

recently announced HVDC project awards in Europe. Our detailed engineering and design capabilities as

well as technology advancements help decarbonize the operations of our larger industrial customers, which

include energy intensive liquified natural gas (“LNG”) facilities, marine fleets, chemical, steel facilities, and

higher tech data centers. Our digital and software applications and business have become more critical to the

grid as they help ensure reliable and secure power, and they move electricity from variable renewable

resources, often in remote locations, to demand centers.

• Our continued efforts in driving innovation – creating new product and service opportunities that could

enhance long-term profitable growth. Our company maintains a long, rich history of advanced research and

technology development. We continue to invest, often jointly with third parties, to develop and deploy new

technologies that support customers in the energy transition. We remain committed to creating, improving, and

providing solutions for customers by leading in the development of key offerings that can help electrify and

decarbonize the global economy. Innovation occurs within our businesses, as well as within the company’s

Advanced Research team (as defined herein), where we develop and commercialize new technologies that can

improve electrification and decarbonization efforts. With partners, including governments helping to finance

our research, our strong, interdisciplinary Advanced Research team focuses on key technologies like hydrogen,

carbon capture, software, energy storage, and other emerging and critical areas necessary to facilitate the

energy transition in the coming years. We maintain approximately 36,000 patents and patent applications on

various technologies, and our research center continues to utilize external funding and disciplined oversight of

capital deployment to evaluate, test, and successfully prepare emerging technologies for commercialization.

• An experienced leadership team. Our management team consists of leaders with decades of experience

working in key roles within publicly traded companies, as well as leaders with deep and diverse subject

matter expertise across our industries’ end-markets, products, and services. This team will lead GE Vernova

as the industry undergoes dramatic change and navigates the energy transition. Our team remains focused on

maintaining and creating a culture that utilizes lean and focuses on improving safety, quality, delivery, and

cost to deliver value to customers, stakeholders, and employees.

Our Company Strategy

GE Vernova is uniquely positioned as the industry leader to drive the energy transition forward, supplying

customers with products and services necessary to deliver more reliable, affordable, and sustainable electricity.

We expect significant growth in demand for the offerings we provide to the electricity sector. We anticipate

improving our cost structure and productivity levels as we continue to meet this secular demand with existing

and new products and services. We will focus on generating revenue, Adjusted EBITDA, and free cash flow

growth, which are the primary key financial indicators we believe will drive value creation for our shareholders.

Our company strategy is focused on:

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

electrification and decarbonization. Sustainability is core to our long-term strategy and tactics. Our

products and services help governments, utilities, developers and other industries drive sustainable

economic growth via increased electrification – often by providing technologies that power markets. We

expect our products and services to help improve electric reliability and resilience as well as lower the

carbon intensity of our own installed base and reduce our Scope 3 emission levels. Longer term we

anticipate enabling greater reductions in emissions levels by further developing and commercializing

emerging technologies such as small modular nuclear reactors, natural gas with either hydrogen or carbon

capture capabilities, or direct air capture products. Additionally, we expect to improve our own Scope 1 and

Scope 2 emission levels, as well as other key sustainability metrics.

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

developers, governments, and electricity users. We serve and maintain long-standing relationships with

many of the largest entities across conventional generation, renewables, transmission, software, and other

key portions of the electricity industry, which enables us to provide multiple different products and services

from across our businesses to existing customers. Customers continue to rely on our partnerships with them

to help them deliver reliable, affordable, and more sustainable electricity. These deep, long-standing

relationships are a competitive advantage and enable us to successfully introduce both new and existing

products and services to our existing customers.

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

customer outcomes while driving increased profitability and cash flow. The world derives approximately

30% of its electricity generation from an installed base of GE Vernova products, technologies, and solutions.

We service a substantial share of this installed base, including approximately 25% of our gas installed base,

which delivers electricity that our customers rely upon and where these long term contracts and arrangements

create a reliable, visible source of revenue for GE Vernova. The heavy-duty gas turbines that are still under

servicing contracts in our gas installed base maintain an average contract life of over ten years. Our continued

innovation, process improvement efforts, and use of advanced technology will benefit customers (especially in

areas like reduced outage times, reduced carbon-intensity, or better operating performance), while lowering our

costs to service these assets, leading to margin expansion for GE Vernova. We expect to benefit from

significant demand growth for our equipment, which we anticipate will grow our installed base and lead to

longer term growth in service revenues.

• Improving margins and lowering risk through better underwriting. We are focused on shortening our bid

cycles to reduce the risk of cost escalation, as well as improving protections embedded in customer agreements

to protect against inflation. We maintain a heightened focus on risk mitigation and management — tactics we

utilized successfully to improve results in our Gas Power business and more recently, in our Grid and Onshore

Wind businesses, and anticipate doing so across our remaining businesses. Pricing and margins on new orders

across multiple product lines such as Onshore Wind, transmission equipment from our Electrification segment,

and other areas continue to improve, both as a result of favorable supply and demand trends as well as our own

heightened focus on risk management. In addition, we continue to work to improve the risk profile embedded

in new service contracts.

• Streamlining our product portfolio to focus on core workhorse products, which will improve both cost

and quality going forward. We continue to reduce the complexity of new sales offerings and increased

standardization of products that we provide to customers. For example, in our Onshore Wind business, we

are implementing a more simplified product suite (i.e., what we call “workhorse products”) that enables us

to deliver better performing assets produced at scale and at lower costs, which improves our margins,

especially for new equipment sales. In our Onshore Wind business, workhorse products are expected to

comprise approximately 90% of our wind turbine shipments in 2024.

• Using lean to improve our cost structure and productivity levels across our business and corporate

functions. Lean is one of the key pillars of the GE Vernova Way, and will be embedded in our culture as an

independent company. Lean, deployed through the GE Vernova operating method, drives our business

strategies and safety, quality, delivery, and cost improvements to achieve growth, innovation and results for

our customers. The leadership team uses monthly operating reviews focused on developing breakthrough

capabilities linked to strategy and drives continuous improvement on Key Performance Indicators (“KPIs”)

using kaizens (which are focused week-long workshops creating immediate results), problem solving and

management of change. Our leadership teams are held accountable for going to Genba (which refers to

going to the actual place work is performed) and the daily management of escalations to help our teams

apply and enhance the standards and ensure results.

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

customers electrify and decarbonize the world. Technological innovation remains integral to our corporate

history and future, as the world will need new solutions to drive the changes required to affect the energy

transition. Both within our businesses, as well as at Advanced Research, we continue to invest efficiently,

utilizing both our own cash flow and funding from third parties, to develop or commercialize and scale new

technologies. We focus on near-term advancements, such as with our grid-related software solutions, and

long-term breakthrough technological developments, such as carbon capture or small modular reactors, to

help our customers deliver for the economies and markets they serve. Our investments allow us to continue

developing new solutions to help orchestrate the efficient generation, transmission, and use of electricity, as

well as focusing on new energy storage solutions that can reduce the intermittency of variable generation

sources. We believe our work on hydrogen and carbon capture-related innovation will also help to enable

decarbonization of existing and new fossil fuel generation sources, while also continuing to develop and

deploy small modular reactor designs – all necessary long-term needs for our customers to deliver reliable

baseload power. Innovation leadership in the power sector remains key, but with a heightened focus on

co-funding opportunities to drive this advancement forward and to deliver profitable new products or

services to market.

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

enable attractive shareholder returns. As a more focused, independent, stand-alone company with a broad

range of businesses and offerings, we intend to focus primarily on maintaining a strong balance sheet and

low leverage, with ample liquidity and cash flow to maintain our industry leading positions and to grow our

various businesses. We expect to focus on growing free cash flow, with each of our businesses effectively

earning above their cost of capital over the medium and long-term. We believe that multiple businesses

within GE Vernova are poised for significant growth ahead, due to demand tailwinds or our own cost

improvement efforts. GE Vernova plans to maximize value creation opportunities for businesses that

maintain attractive potential growth, generate high returns or deliver ample cash flow, while consistently

evaluating the appropriate strategy, investment levels and ownership structures for those with lower or less

attractive returns and cash flows. Over time, we anticipate delivering shareholder value by investing in

growth businesses, increasing our free cash flow and utilizing our cash flow for organic and inorganic value

creating growth, as well as for increasing flexibility for future potential capital allocation, while maintaining

investment grade ratings.

Our Competitive Strengths

GE Vernova is well-positioned for success, given our extensive history and track record of supplying

governments, utilities, and developers with critical innovations across different electric power technologies. We

provide the electric power sector with a broad array of electricity-related solutions that will help customers

accelerate the energy transition. With average annual economic spend in the electric power sector estimated at $2

trillion in the 2023-2030 timeframe, we believe we maintain a host of competitive strengths that will enable GE

Vernova’s continued growth:

• The sizable, approximately 2,200 GW installed base of our products and technologies delivers critical

electricity that our customers rely on, while providing high-margin services revenue and cash flow with

significant long-term visibility. The scope of our installed base leads to economies of scale that enable cost

and technological advantages for our business, both in the servicing of these units and in the marketing or

delivery of new products or solutions to existing customers. We further invest, on behalf of customers, in

the installed base to maintain or enhance our customers’ fleet and asset reliability, while reducing our own

costs via process improvements and technology enhancements to service these assets. Our installed base

provides significant competitive advantages, given that it is the world’s largest installed base of gas turbines

and a sizable base of wind turbines. The installed base of GE Vernova’s technologies helps generate

approximately 30% of global electricity, and we continue to provide services for many of these assets

today. A significant portion of revenue comes from services we provide – approximately 45% in 2023 and

47% in 2022. As of December 31, 2023 and 2022, services comprised approximately 65% and 70% of RPO,

with services generally provided either under long-term contracts or through transactional services that may

include parts, repairs, outage services, and other offerings. Continued growth in our installed base should

lead to increases in our services and related RPO which will drive long-term revenue growth.

• We provide a breadth and depth of offerings that our customers need to generate and deliver power over

the coming decades. We supply and service most of the electric generation-related technology segments

(gas, wind, nuclear, hydro, solar, and steam) and deliver key transmission and other grid-related products

necessary for power companies and large commercial and industrial customers to both decarbonize their

systems and sites, while improving their reliability.

• We maintain long-standing and deep customer relationships, providing a host of products and services, to

many of the largest utilities and power developers. Our ten largest generation customers by installed

capacity in Europe and the United States generate approximately 40% of the electricity in these markets,

respectively. We derive approximately 71% of our revenues from customers in the OECD economies.

Going forward, in the OECD or developed markets where our technologies help customers reduce emissions

in the communities they serve, we anticipate greater focus by customers on decarbonization. Increased

decarbonization efforts in developed economies is expected to yield demand growth for many of GE

Vernova’s offerings across our three segments. In the developing markets, population and GDP growth

drives higher power demand and a need for new products and equipment.

• We embed lean deeply into our culture to accelerate our strategy and differentiate GE Vernova versus

our competitors. All manufacturing companies have similar inputs of team members, materials, and

machines that they use to create products via their global supply chains. We will differentiate ourselves

from other manufacturing companies that support the energy transition by using lean to drive enterprise-

wide strategic breakthroughs and continuous improvements. Our method identifies inefficiencies and

defines a structured way to solve problems, continuously improve our processes, and drive customer,

employee, and other stakeholder satisfaction. By utilizing lean, we have driven real performance

improvement and lower costs across several of our larger businesses, including in Gas Power, in

Electrification, and in Onshore Wind more recently. While some of the GE Vernova businesses, such as Gas

Power, Onshore Wind, and Grid Solutions, made and continue to implement sizable improvements in cost,

productivity, or cycle times by applying lean, we anticipate broader application of lean across all of GE

Vernova to be a competitive advantage.

• Our continued innovation efforts will help customers deploy new solutions to electrify and decarbonize

their electricity systems, especially critical in a world seeing rapid growth in power demand. We remain a

global leader in the development of new technologies – innovation occurs within Advanced Research and as

part of the annual investment each of our businesses make, funded with our own operating cash flow and

through investments by third parties. Continued technological advancements in natural gas turbines have

and will continue to drive reduced emissions as well as higher and quicker levels of output. We expect to

see increased longer term demand for our hydrogen and carbon capture technologies, key to reducing or

eliminating emissions from fossil fuels. Our turbines in the Wind segment are expected to drive higher zero

carbon output from our customers’ facilities, while our high voltage transmission-related product offerings

will enable utilities to deliver electricity in scale across large geographies. We continue to develop software

to enhance our position as the market leader in grid-related software.

Our Segments

Our Power Segment

GE Vernova’s Power segment includes our Gas Power, Nuclear Power, Hydro Power, and Steam Power

businesses that provide products and services enabling a critical foundation of dispatchable, flexible, stable, and

reliable power on global power grids throughout the world. These technologies accounted for 85% of global

electricity generation in 2022 and are used by utilities, independent power producers and industrial customers

mainly to provide firm baseload power in bulk, as well as intermediate or peaking power, to customers and

power systems. Our technologies comprise a large installed base of more than 2,000 GW that requires significant

ongoing maintenance and services to maintain and extend the useful life as well as to improve output. We

estimate that our Power segment served an addressable market of $110 billion in 2022, a market expected to

grow at low single digit rates through 2030, inclusive of new units and services.

2023 Power Segment

Revenue by Business

Gas Power

$13.2B

Steam Power

$2.5B

Nuclear Power

$0.8B

Hydro Power

$0.9B

2023 Power Segment

Orders by Business

Gas Power

$13.8B

Steam Power

$2.3B

Nuclear Power

$0.8B

Hydro Power

$0.5B

Service revenues accounted for approximately 68% of GE Vernova’s Power segment revenues in 2023 and this

segment reported services RPO of $59 billion as of December 31, 2023 and $57 billion as of December 31, 2022.

Services include long-term contractual service agreements as well as transactional business for spare parts,

repairs, and services in support of maintenance outages on power-generating products. For example, in our Gas

Power business, the average remaining length of more than 70% of existing long-term service agreements is over

10 years and we have approximately 70% renewal rates. Services can include upgrades to existing products to

improve performance, extend plant life or outage cycles, reduce emissions, and enhance flexibility to

complement variable renewables. A sizable portion of our customers in our Power segment continue to renew

contracts, providing durable and growing revenue and cash flow. We expect margin enhancement potential in our

services business due to price escalation and improving productivity.

Our Wind Segment

GE Vernova’s Wind segment includes our Onshore Wind and Offshore Wind businesses as well as our LM Wind

Power business that designs, produces, and tests wind turbine blades. We sell wind turbines to utilities,

renewable developers, independent power producers, and commercial customers to provide carbon-free power

generation with no fuel expense. GE Vernova designs and produces onshore and offshore turbines for U.S. and

global customers. We design, produce, and validate turbine blades for use on our wind turbines, as well as

produce blades for sale to third-party OEMs. Generation from wind accounted for 7% of global electricity

generation in 2022. GE Vernova has an approximate installed base of onshore wind turbines totaling 117 GW of

installed capacity and has the largest installed base of onshore turbines in the United States according to the

American Clean Power Association. More than 80% of revenues are generated in OECD countries and GE

Vernova led onshore U.S. installations for the last five years. We estimate the addressable portion of the total

wind industry that can be served by our products and services was $80 billion in 2022 and is expected to grow at

high single digit rates through 2030, inclusive of new units and services.

2023 Wind Segment

Revenue by Business

Onshore Wind

$7.8B

Offshore Wind

$1.5B

LM Wind Power

$0.6B

2023 Wind Segment

Orders by Business

Onshore Wind

$10.4B

Offshore Wind

$0.4B

LM Wind Power

$0.6B

Equipment sales accounted for 85% of total segment revenues in each of 2023 and 2022, respectively. Equipment

sales in the Wind segment include new turbines as well as repowerings. Wind turbine repowering involves

replacing older units with new, higher capacity turbines or retrofitting them with more efficient components,

each of which significantly increases wind farm production and extends wind farm life with a much lower capital

investment than is required for a new wind farm. On average, wind turbines repowered by GE Vernova have seen

a 20% increase in annual energy production.

Service revenues accounted for approximately 15% of GE Vernova’s Wind segment revenues in each of 2023

and 2022, respectively, and this segment maintained a $13 billion and $14 billion services RPO at the end of

2023 and 2022, respectively. Services include long-term flexible service agreements as well as transactional

business for spare parts, repairs, and services in support of planned maintenance outages on wind turbines.

Services can also include upgrades and refurbishment of wind turbines for life extension and improved

performance. GE Vernova’s flexible service agreements include continuous wind asset monitoring and

diagnostics services 24 hours a day, 365 days a year from technicians based at four customer support and remote

operations centers around the globe.

Our Electrification Segment

GE Vernova’s Electrification segment includes our Grid Solutions, Power Conversion, and Solar & Storage

Solutions businesses, which we collectively refer to as Electrification Systems, and our Digital business, which

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

distribution, conversion, storage, and orchestration of electricity from point of generation to point of

consumption. Several of the key offerings in this segment, for example, include our high voltage direct current

transmission, or HVDC, products, power transformers and our grid automation related products and services. The

Electrification segment had a served addressable market of $75 billion in 2022. We anticipate that significant

grid investment will be required to meet growing energy demands, improve system resilience, integrate variable

renewables, and upgrade and digitize aging infrastructure, creating opportunities for GE Vernova products and

services.

Multiple dynamics are affecting the grid of the future. Increasing generation from variable and intermittent

renewables must be addressed to preserve system reliability. Additionally, the growth of inverter-based

technologies like wind and solar challenge system inertia and stability. The power grid, which was historically

designed for one-way flow of electricity from centralized plants, must also be augmented to accommodate

two-way flows from a highly distributed network of generation and storage solutions. Software and data analytics

are becoming critical for grid management and resilience to balance highly-variable demand for and supply of

electricity generation and to protect the grid from cybersecurity risks.

2023 Electrification Segment

Revenue by Business

Grid Solutions

$4.0B

Power Conversion

$1.0B

Electrification

Software

$0.9B

Solar & Storage Solutions

$0.5B

2023 Electrification Segment

Orders by Business

Grid Solutions

$10.1B

Power Conversion

$1.4B

Electrification

Software

$1.1B

Solar & Storage Solutions

$0.7B

Equipment revenues accounted for approximately 71% and service revenues accounted for approximately 29% of

GE Vernova’s Electrification segment revenues in 2023 and approximately 68% and 32%, respectively in 2022.

This segment maintained a $13.2 billion equipment RPO and a $3.1 billion services RPO at the end of 2023 and

a $6.4 billion equipment RPO and a $2.6 billion services RPO at the end of 2022. Our Electrification segment

delivered positive full year segment EBITDA of $234 million in 2023, driven by higher volume, better pricing,

and a multi-year effort to reduce costs. Services include long-term service agreements as well as transactional

business for spare parts, repairs, and services in support of maintenance outages on grid and electrification

products. Services can include upgrades to existing products to improve performance, extend life, and enhance

grid flexibility and resilience. Services can also include subscription services for digital offerings.

Summary of Risk Factors

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

dynamics, laws and regulations, the Spin-Off, and our common stock, and the securities market. Any of these

risks and other risks could materially and adversely affect our business, results of operations, cash flows, and

financial condition and the actual outcome of matters as to which forward-looking statements are made in this

Information Statement. Please read the information in the section captioned “Risk Factors” of this Information

Statement for a description of the principal risks that we face. Some of the more significant challenges and risks

we face include the following:

• We provide complex and specialized products, solutions, and services, and we could be adversely

affected by actual or perceived quality issues or safety failures.

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

control or reduce our operating costs are not successful, our financial results and cash flows may be

adversely affected.

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

components, and products essential to our business, and significant disruptions to our manufacturing

and production facilities and distribution networks could adversely affect our future financial results

and our ability to execute our operations on a timely basis.

• Our failure to manage customers relationships and customer contracts could adversely affect our

financial results.

• Our ability to obtain and maintain our investment grade credit ratings could affect our ability to access

capital, could increase our interest rates, and could limit our ability to secure new contracts or business

opportunities.

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

other dynamics related to decarbonization, which can pose risks in addition to opportunities.

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

with third parties for certain projects, which could impose additional costs and obligations on us.

• Any reductions or modifications to, or the elimination of, governmental incentives or policies that

support renewable energy and energy transition innovation and technology could have a material

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

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

geopolitical conditions.

• We operate in highly competitive environments. Our failure to compete successfully could adversely

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

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

• Failure to meet ESG expectations or standards or achieve our ESG goals could adversely affect our

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

• Our operations are subject to various environmental, health and safety laws and regulations, and

potential litigation, and non-compliance with or liabilities under such laws and regulations could result

in substantial costs, fines, sanctions and claims.

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

government reimbursements in many jurisdictions, and the failure to comply could adversely affect our

business.

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

business strategy effectively and our operations and financial results could be adversely affected.

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

• Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted

computer crimes pose a risk to our systems, networks, products, solutions, services, and data, as well as

our reputation, which could adversely affect our business.

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

protect personal data in the jurisdictions in which we operate, may adversely impact our business and

financial results.

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

and cash flows.

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

• No market for our common stock currently exists and an active trading market may not develop or be

sustained after the Spin-Off. Following the Spin-Off, our stock price may fluctuate significantly, and

there can be no assurance that the combined trading prices of our and GE’s common stock would

exceed the trading price of GE common stock absent the Spin-Off.

• Substantial sales of our common stock may occur in connection with the Spin-Off, or in the future,

which could cause our stock price to decline or be volatile.

The Spin-Off

On November 9, 2021, GE announced plans for the complete legal and structural separation of the GE Vernova

business from GE, as well as the GE HealthCare Spin-Off. The GE HealthCare Spin-Off was completed on

January 3, 2023. In reaching the decision to pursue the Spin-Off of the GE Vernova business, GE considered a

range of potential structural alternatives and concluded that the Spin-Off is the most attractive alternative for

enhancing stockholder value. To consummate the Spin-Off, GE will undertake the Reorganization Transactions.

GE will subsequently distribute all of our common stock to GE’s stockholders, and following the Spin-Off, GE

Vernova, holding the GE Vernova business, will become an independent, publicly traded company. Prior to the

completion of the Spin-Off, we will enter into a separation and distribution agreement with GE (the “Separation

and Distribution Agreement”) and several other agreements with GE related to the Spin-Off. These agreements

will govern our relationship with GE up to and after completion of the Spin-Off and allocate between us and GE

various assets, liabilities and obligations, including employee benefits, intellectual property, and tax-related

assets and liabilities. See “Certain Relationships and Related Person Transactions.”

Completion of the Spin-Off is subject to the satisfaction or waiver of a number of conditions. In addition, GE has

the right not to complete the Spin-Off if, at any time, the GE Board determines, in its sole and absolute

discretion, that the Spin-Off is not in the best interests of GE or its stockholders, or is otherwise not advisable.

See “The Spin-Off—Conditions to the Spin-Off.”

Following the Spin-Off, we and GE Aerospace will be better positioned to increase managerial focus on pursuing

individual strategies to drive performance, invest more in growth opportunities, and execute strategic plans best

suited to address the distinct market trends and opportunities for the respective businesses. Following the

Reorganization Transactions, we will hold GE’s former GE Vernova business, and we will have greater agility to

deliver market-leading innovation across our products, services, and solutions. We plan to focus on further

developing our expertise in power, wind, and electrification. Additionally, following the Spin-Off, GE intends to

focus on its aviation business, GE Aerospace. Further, the Spin-Off will allow our management team to devote

its time and attention to the corporate strategies and policies that are based specifically on the needs of the GE

Vernova business. We plan to create incentives for our management and employees that align with our business

performance and the interests of our stockholders, which will help us attract, retain, and motivate highly qualified

personnel. Moreover, following the Spin-Off, each company will be able to use its capital to pursue and achieve

strategic objectives including effectuating acquisitions. Additionally, we and GE believe the Spin-Off will help

align our stockholder base with the characteristics and risk profile of the respective businesses. See “The

Spin-Off—Reasons for the Spin-Off.”

Following the Spin-Off, we expect our common stock will trade on the New York Stock Exchange under the

ticker symbol “GEV.”

Our Corporate Information

We are a wholly-owned subsidiary of GE. We were formed on February 28, 2023 to serve as a holding company

for the GE Vernova business. We have engaged in no business operations to date and have no assets or liabilities

of any kind, other than those incidental to our formation and reorganization to acquire the assets and liabilities of

the GE Vernova business prior to the Spin-Off. Our corporate headquarters will be located at 58 Charles Street,

Cambridge, Massachusetts 02141, and our telephone number is (617) 674-7555. Our website address is

www.gevernova.com. Information contained on, or that can be accessed through, our website is not part of, and

is not incorporated into, this Information Statement. GE Vernova LLC will convert into a corporation and will be

renamed GE Vernova Inc. prior to the completion of the Spin-Off.

Summary Historical and Unaudited Pro Forma Condensed Combined Financial Information

The following summary financial data reflects the combined operations of GE Vernova. The summary historical

and unaudited pro forma condensed combined financial data shown below should be read in conjunction with the

sections herein entitled “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and

Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Statements,” and “Certain

Relationships and Related Person Transactions” as well as our combined financial statements and the

corresponding notes included elsewhere in this Information Statement. For factors that could cause actual results

to differ materially from those presented in the summary historical and pro forma condensed combined financial

data, see “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” included

elsewhere in this Information Statement. Unless otherwise noted, tables are presented in U.S. dollars in millions.

We derived the summary historical combined financial information for each of the fiscal years in the three-year

period ended December 31, 2023 from our audited combined financial statements, which are included elsewhere

in this Information Statement.

The summary unaudited pro forma condensed combined financial information for the year ended December 31,

2023 has been derived from our unaudited pro forma condensed combined financial information, which is

included elsewhere in this Information Statement.

Pro Forma Historical

Year ended

December 31,

Years ended

December 31,

2023 2023 2022 2021

Total revenues $ 33,239 $ 33,239 $ 29,654 $ 33,006

Cost of revenues 28,436 28,421 26,196 28,061

Gross profit 4,803 4,818 3,458 4,945

Selling, general and administrative expenses 4,928 4,845 5,360 4,821

Research and development expenses 896 896 979 1,008

Operating income (loss) (1,021) (923) (2,881) (884)

Net income (loss) $ (576) $ (474) $ (2,722) $ (724)

Net income (loss) attributable to GE Vernova $ (540) $ (438) $ (2,736) $ (633)

Net income (loss) margin (1.7)% (1.4)% (9.2)% (2.2)%

Cash from (used for) operating activities $ 1,186 $ (114) $ (1,660)

Other data(a):

Adjusted EBITDA* $ 807 $ (428) $ 654

Adjusted EBITDA margin* 2.4% (1.4)% 2.0%

Adjusted net income* $ (569) $ (1,698) $ (422)

Adjusted net income margin* (1.7)% (5.7)% (1.3)%

Free cash flow* $ 442 $ (627) $ (123)

(a) In addition to our operating results calculated in accordance with U.S. GAAP, we use, and plan to continue

using certain non-GAAP financial measures when monitoring and evaluating operating performance. The

non-GAAP financial measures presented in this Information Statement are supplemental measures of our

performance and our liquidity that we believe help investors understand our financial condition, cash flows,

* Non-GAAP financial measure.

and operating results and assess our future prospects. We believe that 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. For more information about our non-GAAP financial measures, see

“Non-GAAP Financial Data” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations—Non-GAAP Financial Measures.”

Pro Forma Historical

As of December 31, As of December 31,

2023 2023 2022

Cash, cash equivalents and restricted cash(a) $ 3,597 $ 1,551 $ 2,067

Total assets 47,194 46,121 44,471

Due to related parties 34 532 575

Total liabilities(b) 38,226 37,741 32,864

Total equity 8,968 8,380 11,607

Total liabilities and equity 47,194 46,121 44,471

(a) In connection with the Spin-Off, we expect to receive a net cash contribution from GE to be used for our

future operations such that our cash balance on the date of the completion of the Spin-Off will be

approximately $4.2 billion, of which $603 million is reported in Assets of business held for sale as of

December 31, 2023 related to the planned sale of a portion of our Steam business to Electricité de France

S.A. (“EDF”). At the time of sale, a portion of the cash consideration that we will receive from EDF will

compensate us for the amount of cash recorded in Assets of business held for sale.

(b) On January 1, 2023, in advance of the Spin-Off, pension plans sponsored by GE, and previously accounted

for as multiemployer plans, were legally split or allocated. GE allocated to GE Vernova a net deficit of $1.6

billion associated with these plans at the date of plan separation or allocation. See the “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial

statements and the corresponding notes included elsewhere in this Information Statement.

* Non-GAAP financial measure.

The tables below reconcile our non-GAAP financial measures to the nearest financial measure that is in

accordance with U.S. GAAP for the periods presented. See “Non-GAAP Financial Data” and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for

further information.

ORGANIC REVENUES*

BY SEGMENT(a) 2023 2022 2023/2022 V% 2022 2021 2022/2021 V%

Power $17,436 $16,124 8% $16,124 $16,729 (4)%

Less: Acquisitions 152 — — —

Less: Business dispositions — — — 502

Less: Foreign currency effect 38 (12) (467) (6)

Power organic* $17,246 $16,136 7% $16,591 $16,233 2%

Wind $ 9,826 $ 8,905 10% $ 8,905 $11,539 (23)%

Less: Acquisitions — — — —

Less: Business dispositions — — — —

Less: Foreign currency effect (14) 58 (424) 1

Wind organic* $ 9,840 $ 8,847 11% $ 9,329 $11,538 (19)%

Electrification $ 6,378 $ 5,076 26% $ 5,076 $ 5,292 (4)%

Less: Acquisitions 2 — 2 —

Less: Business dispositions — — — —

Less: Foreign currency effect 50 (4) (335) 2

Electrification organic $ 6,326 $ 5,080 25% $ 5,409 $ 5,290 2%

(a) Includes intersegment sales of $414 million, $451 million and $554 million for the years ended December

31, 2023, 2022 and 2021, respectively. See the table titled Total Segment Revenues by Business Unit in

Note 23 to the audited combined financial statements included elsewhere in this Information Statement.

ORGANIC EBITDA*

BY SEGMENT 2023 2022 2023/2022 V% 2022 2021 2022/2021 V%

Power $ 1,722 $ 1,655 4% $ 1,655 $1,407 18%

Less: Acquisitions 32 — — —

Less: Business dispositions — — — 43

Less: Foreign currency effect (119) (72) (71) (5)

Power organic* $ 1,809 $ 1,727 5% $ 1,726 $1,369 26%

Wind $(1,033) $(1,710) 40% $(1,710) $ 176 U

Less: Acquisitions — — — —

Less: Business dispositions — — — —

Less: Foreign currency effect (133) 62 89 55

Wind organic* $ (900) $(1,772) 49% $(1,799) $ 121 U

Electrification $ 234 (164) F $ (164) $ (461) 64%

Less: Acquisitions (1) — (17) —

Less: Business dispositions — — — —

Less: Foreign currency effect (15) (23) (56) (13)

Electrification organic* $ 250 $ (141) F $ (91) $ (448) 80%

* Non-GAAP financial measure.

ORGANIC REVENUES* 2023 2022 2023/2022 V% 2022 2021 2022/2021 V%

Total revenues $33,239 $29,654 12% $29,654 $33,006 (10)%

Less: Acquisitions 154 — 2 —

Less: Business dispositions — — — 502

Less: Foreign currency

effect 74 42 (1,226) (2)

Organic revenues* $33,011 $29,612 11% $30,878 $32,506 (5)%

EQUIPMENT AND

SERVICES ORGANIC

REVENUES* 2023 2022 2023/2022 V% 2022 2021 2022/2021 V%

Total equipment revenues $18,258 $15,819 15% $15,819 $18,831 (16)%

Less: Acquisitions 64 — — —

Less: Business dispositions — — — —

Less: Foreign currency

effect 73 50 (841) 4

Equipment organic revenues* $18,121 $15,769 15% $16,660 $18,827 (12)%

Total services revenues $14,981 $13,835 8% $13,835 $14,175 (2)%

Less: Acquisitions 90 — 2 —

Less: Business dispositions — — — 502

Less: Foreign currency

effect 1 (8) (385) (6)

Services organic revenues* $14,890 $13,843 8% $14,218 $13,679 4%

ADJUSTED EBITDA* AND ADJUSTED EBITDA MARGIN* 2023 2022 2021

Net income (loss) $(474) $(2,722) $ (724)

Add: Restructuring and other charges(a) 433 288 299

Add: Steam Power asset sale impairment(b) — 824 —

Add: Purchases and sales of business interests(c) (92) (55) 139

Add: Russia and Ukraine charges(d) 95 188 —

Add: Non-operating benefit income(e) (567) (188) (159)

Add: Depreciation and amortization(f) 847 893 1,150

Add: Interest and other financial charges – net(g) 53 97 109

Add: Provision (benefit) for income taxes(g) 512 247 (160)

Adjusted EBITDA* $ 807 $ (428) $ 654

Net income (loss) margin (1.4)% (9.2)% (2.2)%

Adjusted EBITDA margin* 2.4% (1.4)% 2.0%

(a) Consists of severance, facility closures, acquisition and disposition, and other charges associated with major

restructuring programs.

(b) Represents non-cash, pre-tax impairment charge related to our remaining Steam Power business.

(d) Related to recoverability of asset charges recorded in connection with the ongoing conflict between Russia

and Ukraine and resulting sanctions.

(e) Primarily related to the expected return on plan assets, partially offset by interest cost.

* Non-GAAP financial measure.

(f) Excludes depreciation and amortization expense included in Restructuring and other charges, the Steam

Power asset sale impairment and Russia and Ukraine charges.

(g) Excludes interest expense of $45 million, $54 million and $63 million and a benefit for income taxes of

$195 million, $257 million and $138 million, offset by a change in valuation allowance of $27 million,

$258 million and $158 million, for the years ended December 31, 2023, 2022 and 2021, respectively, related

to our Financial Services business which because of the nature of its investments, is measured on an

after-tax basis due to its strategic investments in renewable energy tax equity investments. The change in the

valuation allowance recorded for the year is driven by the absence of a valuation allowance on production

tax credits earned during 2023 given our ability to transfer such credits.

ADJUSTED ORGANIC EBITDA*

AND ADJUSTED ORGANIC

EBITDA MARGIN* 2023 2022 2023/2022 V% 2022 2021 2022/2021 V%

Adjusted EBITDA* $ 807 $(428) F $(428) $654 U

Less: Acquisitions 31 — (17) —

Less: Business dispositions — — — 43

Less: Foreign currency effect (266) (38) (49) 35

Adjusted organic EBITDA* $1,042 $(390) F $(362) $576 U

Adjusted EBITDA margin* 2.4% (1.4)% (1.4)% 2.0%

Adjusted organic EBITDA margin* 3.1% (1.3)% (1.2)% 1.7%

ADJUSTED NET INCOME* AND ADJUSTED NET INCOME

MARGIN* 2023 2022 2021

Net income (loss) $(474) $ (2,722) $ (724)

Add: Restructuring and other charges(a) 433 288 299

Add: Steam Power asset sale impairment(b) — 824 —

Add: Purchases and sales of business interests(c) (92) (55) 139

Add: Russia and Ukraine charges(d) 95 188 —

Add: Non-operating benefit income(e) (567) (188) (159)

Add: Tax effect of reconciling items 36 (70) 23

Add: Certain tax adjustments(f) — 37 —

Adjusted net income* $(569) $ (1,698) $ (422)

Net income (loss) margin (1.4)% (9.2)% (2.2)%

Adjusted net income margin* (1.7)% (5.7)% (1.3)%

(a) Consists of severance, facility closures, acquisition and disposition, and other charges associated with major

restructuring programs.

(b) Represents non-cash, pre-tax impairment charge related to our remaining Steam Power business.

(d) Related to recoverability of asset charges recorded in connection with the ongoing conflict between Russia

and Ukraine and resulting sanctions.

(e) Primarily related to the expected return on plan assets, partially offset by interest cost.

(f) Consists of income tax adjustments for the impact of tax legislation.

* Non-GAAP financial measure.

FREE CASH FLOW* 2023(a) 2022 2021

Cash from (used for) operating activities $1,186 $(114) $(1,660)

Add: gross additions to property, plant and equipment and

internal-use software (744) (513) (577)

Less: impact of discontinued factoring programs(b) — — (2,114)

Free cash flow* $ 442 $(627) $ (123)

(a) Wind and Power made prepayments of $473 million and $185 million, respectively, related to supply chain

finance programs during the fourth quarter of 2023. Additionally, free cash flow* includes benefits arising

from the IRA related to production tax credits of $183 million. See Notes 12 and 22 to the audited combined

financial statements included elsewhere in this Information Statement for further information.

(b) The Company historically factored U.S. and non-U.S. receivables through GE’s Working Capital Solutions

(“WCS”) on a recourse and nonrecourse basis pursuant to various factoring and servicing agreements. This

adjustment is to present net cash flows from operating activities had we not factored receivables with WCS.

The receivables factoring programs with WCS were discontinued in 2021.

* Non-GAAP financial measure.

RISK FACTORS

You should carefully consider the following risks and other information in this Information Statement in

evaluating GE Vernova and GE Vernova’s common stock. Any of the following risks could materially and

adversely affect GE Vernova’s business, results of operations, cash flows, or financial condition.

Risks Relating to Our Business and Our Industry

Risks Relating to Operations and Supply Chain

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

actual or perceived quality issues or safety failures.

We produce highly sophisticated and leading-edge products and provide specialized solutions and services for

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

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

turbines, onshore and offshore wind turbines, grid infrastructure, or nuclear power generation. A serious product

or execution failure could result in a range of adverse outcomes including injuries or death, widespread power

outages, fleet delivery delays, or similar systemic issues and could have a material adverse effect on our business,

reputation, financial position, cash flows, and results of operations. Actual or perceived design, production,

performance, or other quality issues related to new product introductions or existing product lines can result in

direct warranty, maintenance, and other claims for damages, including costs associated with project delays. For

example, in the third quarter of 2022, we booked a provision due to changes in estimates for existing warranties

for the deployment of repairs and other corrective measures to improve overall quality and fleet availability

relating to our Onshore Wind business. Quality issues can also result in reputational harm to our business with a

potential loss of attractiveness of our products, solutions, and services to new and existing customers. For

example, a widespread fleet issue could result in revenue loss while the associated product is suspended from

operation. This risk is pronounced in connection with the introduction of new technology in the main components

of offshore wind turbines. Due to the challenges of servicing and performing maintenance on offshore wind

turbines and the difficulties associated with scaling up production of new components, a fleet-wide product

quality issue with our offshore wind turbines could cause us to incur substantial costs and could take significant

time to address. Additionally, many of our products, solutions, and services function under demanding operating

conditions and meet exacting certification, performance, and reliability standards that we, our customers, or

regulators adopt. Developing and maintaining products, solutions, and services that meet or exceed these

standards can be costly and technologically challenging and require extensive coordination of our suppliers and

team members at our technology, manufacturing, and remote project sites in both developed and developing

markets around the world. A failure to deliver products, solutions, and services that meet these standards could

have significant adverse financial, competitive, or reputational effects.

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

ensure the quality of those third-party products may fail to detect defects. Despite the operational processes

around product design, manufacture, performance, and servicing that we and our customers or other third parties

have developed to meet rigorous quality standards, the risk of operational process or product failures and other

problems cannot be eliminated. Such problems could result in increased costs, delayed payments, lost products or

services revenue, and product, safety, quality, regulatory, or environmental risks, which could have an adverse

effect on our financial results.

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

or reduce our operating costs are not successful, our financial results and cash flows may be adversely

affected.

Achieving our long-term financial results and cash flow goals depends significantly on our ability to control and/

or reduce our operating costs. Generally, because many of our costs are affected by factors completely, or

substantially outside our control, we must seek to control or reduce costs through productivity initiatives. We

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

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

Additionally, cost savings anticipated by us are based on estimates and assumptions that are inherently uncertain

and may be subject to significant business, economic and competitive uncertainties, and contingencies, all of

which are difficult to predict and may be beyond our control. For example, the rapid pace of innovation among

onshore and offshore wind turbine manufacturers in recent years has led to short product cycles, early market

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

costs, or other challenges to achieving profitability for new products. Such risks are especially acute in the

offshore wind industry, which is a nascent industry, with higher ramp up costs and the potential for new product

introductions to result in losses both in the short-and in the long-run. If we are not able to identify and implement

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

have implemented to date do not generate expected cost savings, our financial results could be adversely

affected.

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

particularly in our Gas Power business unit. In connection with these agreements, we estimate our products’

durability and reliability, as well as our costs associated with delivering the products and the provision of

services over time in order to be profitable and generate acceptable returns on our investments. Particularly for

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

business plans may adversely affect our delivery of products, services, and outcomes in line with our projected

financial performance or cost estimates, and ultimately may result in excess costs, build-up of inventory that

becomes obsolete, lower profit margins and cash flows, and an erosion of our competitive position.

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

components, and products essential to our business, and significant disruptions to our manufacturing and

production facilities and distribution networks could adversely affect our future financial results, and our

ability to execute our operations on a timely basis.

Our reliance on third-party suppliers, contract manufacturers and service providers, and commodity markets to

secure raw materials, parts, components, and sub-systems used in our products exposes us to volatility in the

prices and availability of these materials, parts, components, systems, and services. As our supply chains extend

into many different countries and regions of the world, including many developing economies, we are also

subject to global economic and geopolitical dynamics and risks associated with exporting or importing

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

We operate in a supply-constrained environment and are facing, and may continue to face, supply-chain

shortages, inflationary pressures, shortages of skilled labor, transportation and logistics challenges and

manufacturing disruptions that impact our revenues, profitability, cash flow, and timeliness in fulfilling customer

orders. To manage the impact of supply chain shortages and inflationary pressures, we have sought, and may

continue to seek, to negotiate long-term agreements with suppliers, develop relationships with alternative

suppliers, drive productivity initiatives in our manufacturing operations, provide training to our employees,

develop alternate transportation routes, modes, and providers, and share rising costs with our customers. While

these measures have successfully mitigated against historical impact, we expect supply chain pressures across

our businesses will continue to challenge and adversely affect our operations and financial performance for some

period of time. In addition, some of our suppliers or their sub-suppliers are limited-or sole-source suppliers, and

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

such suppliers. Generally, raw materials and components are available from a number of different suppliers,

although we rely on a single supplier, a small number of suppliers, or suppliers located in a single country for

certain materials and components, including for example some semiconductor chips, cobalt, certain steel,

hafnium, and other rare earth metals. We have in the past experienced, and in the future may experience,

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

our operations and financial results of such disruptions have not been material. However, if one of these suppliers

were unable to provide us with a raw material or component we need, our ability to manufacture some of our

products or provide some of our services could be adversely affected if and to the extent that we are unable to

find a sufficient alternative supply channel in a reasonable period of time or on commercially reasonable terms in

light of the circumstances.

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

related attacks, or decreased availability of raw materials or commodities, including as a result of war, natural

disasters, actual or threatened public health emergencies, or other business continuity events, adversely affect our

operations and, depending on the length and severity of the disruption, could limit our ability to manufacture

products on a timely basis and could harm our financial results. Additionally, nonperformance or

underperformance by third-party suppliers could materially impact our ability to perform obligations to our

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

substantially impairing our ability to compete for future contracts and orders.

Furthermore, we depend on multiple routes and modes of transport to acquire components and materials used in

our operations. We are vulnerable to disruptions in transport and logistics activities due to weather-related

problems, strikes, lockouts, inadequacy of roadways, transportation infrastructure and port facilities or other

events. We are also subject to fluctuations in the costs of transportation. We may be unable to store components

and materials sufficient for more than a limited period of production, which increases our dependence on

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

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

could adversely impact our ability to deliver quality products, solutions, and services to our customers and may

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

condition.

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

products, solutions, and services.

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

and service our offerings. A work stoppage, labor shortage, or other production limitation, including import or

export restrictions and transportation issues, among others, could occur at our manufacturing facilities and

negatively impact our reputation and market position. In addition, manufacturing disruptions related to

significant public health and safety events, severe weather, financial distress, unscheduled downtimes, production

constraints, mechanical failures, cybersecurity attacks, and geopolitical dynamics and risks could interrupt our

ability to deliver or provide certain products, solutions, and services. Such risks may be heightened in emerging

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

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

and Offshore Wind businesses are, and may in the future be, reliant on our internal ability to manufacture blades

for wind turbines through our LM Wind Power business unit, which accounts for a substantial percentage of our

wind blade production. Similarly, we internally manufacture certain specialized transformers for our Grid

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

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

volume of wind turbine blades or transformers purchased from external suppliers which could lead to delays,

quality control issues, or additional costs.

Any significant event affecting one of our production or operating facilities may result in a disruption to our

ability to supply customers. The impact of these risks is heightened if our production capacity is at or near full

utilization (or if we lack alternative manufacturing sites) and could result in our inability to accept orders or

deliver products in a timely manner. Additionally, significant capital investment to increase manufacturing

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

products in the future. Any of these risks could have a material adverse effect on our business results, cash flows,

financial condition, or prospects.

Our failure to manage customers relationships and customer contracts could adversely affect our financial

results.

An important element of our success is our ability to manage customer relationships, while delivering against our

contractual requirements and anticipating changes in customer requirements and circumstances. Existing or

potential customers may delay or cancel plans to purchase our products, solutions, and services, including large

infrastructure projects, and may not be able to fulfill their obligations to us in a timely fashion or at all as a result

of business deterioration, cash flow shortages, shifts in the availability of financing for certain types of projects

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

conditions, changes in law, disputes, or other delays. If a large customer was to experience difficulties in

fulfilling their obligations to us, cease doing business with us, significantly reduce the amount of their purchases

from us, favor competitors or new entrants, change their purchasing patterns, or impose unexpected fees on us,

our business may be harmed. In addition, many of our customer contracts are complex and contain provisions

that could cause us to incur penalties, be liable for liquidated or other damages, and/or incur unanticipated

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

products, solutions, and services. For example, we may face risks in our Offshore Wind business related to our

ability to assemble and deliver specific components such as nacelles on the timelines and schedules detailed in

our customer contracts. Failure to adhere to such delivery schedules could result in higher potential costs, present

litigation risks, or expose us to liquidated damages.

Our customers include numerous governmental owned or affiliated entities within and outside the United States,

including the U.S. federal government and state and local entities. Some of those contracts could be subject to the

risk of delay, modification, or termination if future government funding or support is not available. We also at

times face greater challenges with the timely collection of receivables with customers that are sovereign

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

Our ability to obtain and maintain our investment grade credit ratings could affect our ability to access

capital, could increase our interest rates, and could limit our ability to secure new contracts or business

opportunities.

The success of our commercial relationships is predicated on our ability to obtain and maintain our corporate

investment grade ratings. Our credit risk is expected to be evaluated by the major independent rating agencies.

Once a credit rating is obtained, any future downgrades could increase the cost of borrowing under any

indebtedness we may incur. Adverse changes in our investment grade credit ratings could affect our borrowing

and bonding capacity and terms in the future, may increase our interest expense or other costs of capital, or

capital may not be available to us on competitive terms, or at all, and may reduce our ability to secure new

contracts or business opportunities with operating partners, suppliers, and customers, each of which would

negatively impact our financial performance. There can be no assurance that we will be able to maintain our

credit ratings once established, and any additional actual or anticipated changes or downgrades in our credit

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

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

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

such contracts may result in reduced operating margins.

Some of our contracts have been established on a fixed-price basis which commit us to a specific price well

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

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

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

schedule disruptions, product performance failures, unforeseen site conditions, rejection clauses in

customer contracts, or other factors that may result in additional costs to us, reductions in revenue,

claims, or disputes;

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

unanticipated technical issues or our customers providing deficient design, engineering information,

products, or materials;

• reliance on historical cost and/or execution data that is not representative of current conditions,

including as a result of inflation and increases in labor and material costs;

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

pandemics);

• requirements to pay liquidated damages upon our failure to meet schedule or performance requirements

of our contracts;

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

failures by third-party subcontractors, product manufacturers, or materials suppliers to perform could

result in project delays and cause us to incur additional costs; and

• modifications to projects that create unanticipated costs or delays.

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

expect, and this could materially and adversely affect our business, results of operations, cash flows, and

financial condition.

Risks Relating to Industry Dynamics

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

dynamics related to decarbonization, which can pose risks in addition to opportunities.

Given the nature of our businesses and the industries we serve, we must anticipate and respond to market,

technological, regulatory, and other changes driven by broader trends related to decarbonization efforts in

response to climate change and energy security. In particular, we provide products, solutions, and services to

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

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

decreases in recent years in the cost of energy for renewable sources of power generation (such as wind and

solar), along with ongoing changes in government, investor, customer and consumer policies, commitments,

preferences, and considerations related to climate change, in some cases have adversely affected, and may

continue to affect, the demand for and the competitiveness of products, solutions, and services related to fossil

fuel-based power generation, including sales of new gas turbines and the utilization and servicing needs for

existing gas power plants that are unmitigated with capabilities such as hydrogen or carbon capture.

Continued shifts toward greater penetration by renewables in both new capacity additions and the proportionate

share of power generation, particularly depending on the pace and timeframe for such shifts across different

industries globally, could have a material adverse effect on the performance of our Power segment and our

consolidated results. We also face risks and uncertainties for those businesses related to future levels and

timeframes of government subsidies and credits (including the impact of the IRA in the United States and other

U.S. and global policies), timeframes for negotiations with regulators, significant price competition among

product manufacturers, changing dynamics between onshore and offshore wind power, potential further

consolidation in the wind industry, competition with solar power-based and other sources of renewable energy,

the pace at which power grids are modernized to maintain reliability with higher levels of renewables

penetration, and industry-wide shifts in profitability levels.

Our long-term success depends on our ability to effectively address both electrification and decarbonization,

which over time will require adapting our technology portfolio to changing customer preferences and

government policies and scaling innovative low-carbon and carbon-neutral technologies. If we fail or are

perceived to not be adequately advancing decarbonization objectives, or if investors or financial institutions shift

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

negatively impacted. Furthermore, governments may enact or implement policies that impact these dynamics as

they pertain to us or our customers in unforeseeable ways. The achievement of decarbonization goals for the

electric power industry over the coming decades is also likely to depend in part on technologies that are not yet

deployed or widely adopted today but that may become more important over time (such as hydrogen-based

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

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

investments in power grids and other infrastructure, research and development, and new technology and

products, both by us and third parties. Our success in advancing decarbonization objectives across our businesses

will also depend in part on the actions of governments, regulators and other market participants to invest in

infrastructure, create appropriate market incentives and to otherwise support the development of new

technologies in time to take advantage of existing or emerging market opportunities. Considering the above,

there is no assurance that we will be successful in addressing effectively or at all both electrification and

decarbonization.

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

of climate change is often complex, costly and uncertain, and we may pursue strategies or make investments that

do not prove to be commercially successful in the timeframes expected or at all. If the decarbonization landscape

changes faster than anticipated or in a manner that we do not anticipate, demand for our products, solutions, and

services could be adversely affected.

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

and gas regulatory policy, prices, and global and regional supply and demand, which are subject to factors

beyond our control and may adversely affect our operating results.

Demand for certain of our products, solutions, and services, particularly in our Power segment, is partially

affected by oil and gas regulatory policy, prices, and demand for oil and, in particular, gas, which are subject to

factors beyond our control. Several U.S. and international pledges, agreements, and initiatives, such as those

adopted at the 2023 United Nations Climate Change Conference (COP28), have strengthened regulations on oil

and gas operations, which could impact production costs, reduce oil and gas demand, and curtail future

investments in gas turbine generation. The oil and gas market could also experience a reduction in utilization by

the switch away from gas to other sources of energy if prices for such alternative sources are lower than those for

gas.

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

development activities. Because prices of oil and gas products are set on a commodity basis, the volatility in oil

and gas prices and demand can impact our customers’ activity levels and spending for our products, solutions,

and services. Expectations about future prices and price volatility are important for determining future spending

levels. Actual and anticipated increases in oil and gas prices (and therefore low demand for oil and gas) have in

the past resulted in, and may in the future result in, an overall economic recession, which may raise risks across

our industries. During these periods, certain countries that are heavily dependent on income from oil and gas may

curtail investments in capital intensive oil and gas, power generation and transmission projects due to insufficient

funds, which would also lead to less demand for certain of our products, solutions, and services in our Power

segment. Furthermore, persistently high gas prices as well as potential gas shortages, which may be further

exacerbated by the conflict in Ukraine, pose additional risks in particular for the market for large gas turbines,

including the service market.

We may be unable to adjust our personnel and functional cost base fast enough to adapt to demand swings caused

by changes in oil and gas prices, which may result in under-or-overcapacities. This inefficiency as well as

sustained low demand for our products, solutions, and services, particularly in our Power segment, could have a

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

require us to record asset impairments.

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

to sell the electricity they generate or to establish grid connections efficiently.

The connection or access to a power grid is essential when it comes to generating electricity. Factors beyond our

control, such as regulatory constraints or system failures, could impair our ability to connect our power

generation products to the grid. If our customers fail to obtain a connection or access to the transmission grids on

a timely basis, or on economically reasonable terms and, as a result, they are delayed or prevented from entering

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

generated, the timing of orders and/or project milestones could be impacted, and we could experience a material

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

constraints and the limited availability of land to build connection infrastructure could further exacerbate the

risks to our business.

There are statutory rules and regulations which govern the connection of power generation products to the power

grid in the markets where we operate. This helps ensure that grids are safe and stable and that there is sufficient

supply of electricity. Moreover, the full transmission and dispatch output of electricity may be curtailed as a

result of various grid constraints, such as grid congestion, restrictions on transmission capacity of the grid and

restrictions on electricity dispatch during certain periods. Electricity transmission lines may experience

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

repair and maintenance, construction work and other reasons beyond our control. For example, as electricity

generated from wind farms today is currently often not stored and must be transmitted or used once it is

generated, some of the wind turbines of a wind farm may be turned off during such period when electricity is

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

power generation of the wind farms. In addition, a number of other factors may further decrease electricity

output, including wind speed or wind direction or other severe weather condition.

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

the inability to connect to power grids, or grid capacity constraints, which may in turn cause the decrease in the

demand for our products and could lead to a material adverse effect on our business, results of operations, cash

flows, and financial condition.

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

materials, which subject us and our customers to regulations, related costs and delays and potential liabilities

for injuries and claims.

Our operations involve the handling, use, transportation, and disposal of radioactive and hazardous materials,

including nuclear fuel, nuclear power devices and their components. The risks associated with radioactive

materials and the public perception of those risks can affect our business. Failure to properly handle radioactive

and hazardous materials could pose a health risk to humans or wildlife and could cause personal injury, property

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

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

and the speed of corrective action taken by us and others, including emergency response personnel, as well as

other factors beyond our control, such as weather and wind conditions. In addition to health risks, a release of

these materials may cause damage to, or the loss of, property and may adversely affect property values. Actions

taken in response to an accident could result in significant costs. Activities of our contractors, suppliers or other

counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable

contractually, or under applicable law, to contribute to remedy damages or other costs arising from such

activities.

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

customers and indirectly affect our business. Adverse public reaction, increased regulatory scrutiny, and potential

litigation and other legal challenges could contribute to a slowdown in, or in some cases, a complete halt to new

construction of nuclear power plants, an early shut down of existing power plants, delays or resistance to

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

introduce new nuclear technologies. Negative public perceptions could also lead to increased regulation or

limitations on the activities of our customers, more onerous operating requirements, or other conditions that

could have a material adverse impact on our customers and our business.

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

disposal of radioactive and hazardous materials. These requirements are complex and subject to frequent change.

Our compliance with amended, new, or more stringent requirements, stricter interpretations of existing

requirements or the future discovery of contamination may require us to make material expenditures or subject us

to liabilities that we currently do not anticipate. Such expenditures and liabilities may adversely affect our

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

We seek to protect ourselves from liability associated with accidents through contractual precautions with our

counterparties, but there can be no assurance that such contractual limitations on liability will be effective in all

cases or that our or our counterparties’ insurance will cover all the liabilities we have assumed under those

contracts. While we maintain insurance coverage as part of our overall risk management strategy, these policies

do not protect us against all liabilities associated with accidents or for unrelated claims. The costs of defending

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

evacuation, and any damages awarded as a result of such a claim, could adversely affect our results of operations,

cash flows, and financial condition.

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

other seasonal factors.

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

congestion caused by the underdevelopment of the local power grids and temporary transmission interruptions

caused by system upgrades, wind power may not be a viable base load source of electricity. As such, while

demand for wind power is expected to increase, there are challenges to wind power becoming a large-scale

substitute for other energy sources unless special technologies (e.g., energy storage) are developed to ensure a

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

efforts to develop and introduce advanced wind technologies will be successful, or how successful wind power

will be as a larger share of total power generation over a long horizon. If future developments or innovations in

the wind power industry are less successful than those of other energy sources, there may be a negative impact on

the future prospects of the wind power industry, which, in turn, could materially and adversely affect the demand

for our products, solutions, services, and platforms.

The generation of wind power depends on wind conditions and patterns, which are inherently uncertain and

difficult to predict or anticipate. Sales of our wind turbines and the provision of related technical services are

subject to seasonal variations since the delivery and installation of our wind turbines depend on the construction

cycles of wind farm projects by our customers. The installation and maintenance of offshore wind turbines can be

particularly impacted by weather-related scheduling delays due to their complex infrastructure, higher wind

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

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

support services. Furthermore, wind turbine specifications must be suitable for the wind conditions expected at a

particular site. Therefore, unavailability of locations that are suitable for the wind turbines we offer would have a

negative impact on our sales and thus materially adversely affect our business, results of operations, cash flows,

and financial condition.

Risks Relating to Macroeconomic and Geopolitical Conditions

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

conditions.

Adverse changes in economic or geopolitical conditions, particularly in locations where our customers, suppliers,

or operations are located, as well as concerns about a range of other external factors including global trade and

global supply chain, developments in energy prices, inflation, interest rates, changes in government monetary or

fiscal policies, and labor market challenges, could have a material adverse effect on our business, results of

operations, cash flows, and financial condition and may adversely impact the demand for our products, solutions,

and services. Rising inflation and interest rates may increase our cost of capital and could reduce the number of

customers who purchase our products, solutions, and services as credit becomes more expensive or less available.

While interest rates had remained at historically low levels in recent years, the Federal Reserve Board and other

central banks have been increasing their government funding rate starting in 2022 to combat rising inflation. The

consequences of the ongoing conflict between Russia and Ukraine, such as sanctions and other measures

imposed by the European Union, the United States, and other countries in response, have also caused and may

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

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

customers and suppliers could be affected directly by an economic downturn and some could face credit issues or

cash flow problems that could give rise to payment delays, increased credit risk, bankruptcies, and other financial

hardships, which could adversely impact customer demand for our products as well as our ability to manage

normal commercial relationships with our customers and suppliers. Depending on their severity and duration, the

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

of operations, cash flows, and financial condition.

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

control, may increase our cost of doing business or disrupt our operations.

The occurrence of one or more unexpected events, including geopolitical conflicts (such as the Russia-Ukraine

conflict and the more recent conflict in the Middle East), acts of terrorism or violence, civil unrest, fires,

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

operate or in which our suppliers are located could adversely affect our operations and financial performance.

Natural disasters, product failures, power outages or other unexpected events could result in physical damage to

and complete or partial closure of one or more of our manufacturing facilities or distribution centers, temporary

or long-term disruption in the supply of component products from local and international suppliers, and

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

epidemic or pandemic, such as the COVID-19 pandemic, poses the risk that our employees, contractors,

suppliers, customers, and other business partners may be prevented from conducting business activities for an

indefinite period of time, including due to shutdowns, travel restrictions, or other actions that may be requested

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

business activities. Our operations and financial performance were negatively impacted by the COVID-19

pandemic that has caused, and may continue to cause, a slowdown of economic activity (including the decrease

in demand for a broad variety of goods and services), disruptions in global supply chains, and significant

volatility and disruption of financial markets. While we were able to mitigate most of the operational impacts

caused by COVID-19, we cannot provide assurance that the impact of future such events will be mitigated to the

same extent. Existing insurance coverage may not provide protection for all the costs that may arise from such

events, and any incidents may result in loss of, or increased costs of, such insurance. In addition, while we have

disaster recovery and business continuity plans (including those relating to our information technology systems),

they may not be fully responsive to, or capable of eliminating or materially minimizing losses associated with,

catastrophic events. As a result, any business disruption could still negatively affect our business, operating

results, cash flows, or financial condition.

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

and import restrictions may disrupt our supply chain and impact our ability to generate products, solutions, and

services to meet customer demands. The prices of raw materials and other components that we use in production

may increase and be susceptible to significant fluctuations due to trends in supply and demand, commodity

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

economic conditions, among other factors. In addition, various geopolitical factors, including the level of

economic activity in China, the conflict in Ukraine, and the conflict in the Middle East, has added to the volatility

in energy costs. These circumstances may have a substantial adverse impact on our business activities, results of

operations, cash flows, and financial condition.

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

negative impact on the global economy and financial markets resulting from the ongoing conflict between

Russia and Ukraine.

Global markets experienced volatility and disruption as a result of the ongoing conflict between Russia and

Ukraine. Although the length and impact of the ongoing conflict is highly unpredictable, the conflict in Ukraine

has and could continue to contribute to volatility in global financial markets, energy costs, and commodity prices

and exacerbate existing supply chain constraints. Additionally, the conflict in Ukraine has led to sanctions and

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

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

performance have been negatively impacted by the sanctions and penalties implemented in response to the

conflict between Russia and Ukraine. For example, in 2022 we recognized $0.2 billion of pre-tax charges

primarily from impairments of receivables, inventory, contract assets, and equity method investments directly

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

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

impairments of inventory, receivables, and contract assets. While our remaining net asset exposure to Russia is

not material, we continue to actively monitor the dynamic situation in Ukraine and applicable laws, sanctions,

and trade control restrictions resulting from the conflict. The extent to which our operations and financial results

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

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

the effects of further laws, sanctions, and trade control restrictions on our business, the global economy, and

global supply chains; and the impact of fluctuations in the exchange rate of the ruble. Continuation or escalation

of the conflict may also magnify the impact of other risks identified in this Information Statement, including

cybersecurity, regulatory, and reputational risks.

Risks Relating to Competition and Managing Growth

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

results of operations, cash flows, and financial condition.

Our products, solutions, and services are subject to significant competitive pressures, and in many of the

industries in which we operate we face intense competition from both international and domestic competitors.

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

enhancements, and high quality but cost-effective supply chain, production, and delivery methods are critical to

remaining competitive by maintaining commercially attractive products, solutions, and services at acceptable

pricing levels. A change in the strategic priorities of our business or a failure to anticipate or respond quickly to a

number of factors including technological developments, evolving industry standards, new regulations or

incentives, changing customer demands, supply chain issues, or innovations in production techniques in the

industries we serve could cause us to experience lower revenues, price erosion, lower margins, and could result

in forgone growth opportunities. Competition has also intensified as a result of international expansion by

existing industry participants exploiting new markets and increasing pressure from competitors from other

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

markets. The entry of new market participants could further intensify competition. If we are unable to respond

successfully to these competitive pressures, our business, results of operations, cash flows, and financial

condition may be adversely affected.

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

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

We have entered and will sometimes continue to enter into joint venture arrangements for manufacturing and

commercial operations and/or project development and funding. We also enter into agreements with third parties

to act as a consortium to perform projects.

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

and regulatory environment of any foreign entities with which we partner, legal and regulatory violations

committed by partners whose actions are outside of our control, and risks associated with certain exclusivity

obligations with partners that may impose operational restrictions on us. Furthermore, these arrangements may

require us to incur non-recurring and other charges, increase expenditures, or disrupt our ordinary business

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

other difficulties, including if they declare bankruptcy or otherwise modify their capital structure, we could be

required to provide additional investment or services or take responsibility for breaches of contracts or assume

additional financial or operational obligations which could have a substantial adverse impact on our business,

results of operations, cash flows, and financial condition.

We currently have equity interests in multiple joint ventures and expect to enter into additional joint venture

arrangements in the future. Our influence over these entities varies depending on the level and nature of

ownership and/or rights agreed, and for some of these entities our influence may be limited. Even in joint

ventures where we have greatest influence, we are usually required to reach consensus with our joint venture

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

risk of impasses on decisions, given that our partners in these arrangements may have economic or business

interests that diverge from our interests. Additionally, differences in views among the joint venture participants

may result in delayed decisions or disputes. Conflicts may arise in these arrangements concerning the

achievement of performance milestones or the interpretation of significant terms under any agreement (including

financial obligations), termination rights, or the ownership or control of intellectual property developed during

the arrangement. We also cannot control the actions of our joint venture partners. We sometimes have joint and

several liabilities with our joint venture partners under the applicable contracts for joint venture projects and we

cannot be certain that our partners will be able to satisfy any potential liability that could arise. These factors

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

addition, our arrangements involving joint ventures may restrict us from gaining access to the cash flows or

assets of these entities. In some cases, our joint ventures have governmentally imposed restrictions on their

abilities to transfer funds to us.

In addition, success on consortium projects depends in part on whether our consortium partners fulfill their

contractual obligations. Such projects are subject to the risk that our consortium partners may block or delay

decisions which could be integral to the success of the project or investments in the project, or could implement

strategies that are contrary to our economic interests, resulting in a lower return than expected. If any of these

third parties fails to perform its contractual obligations satisfactorily, we may be required to provide or procure

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

as well as complaints from customers and other counterparties. Any of the foregoing could have a material

adverse effect on our business results, cash flows, financial condition, or prospects.

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

In many of the industries in which we operate, technologies change rapidly, and customer needs evolve regularly.

Our future growth will depend on our ability to continue to innovate by developing and commercializing new

products, solutions, and services. The commercial success of new technologies, such as hydrogen-based power

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

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

development costs and the availability of capital resources to fund those costs, the levels of competition from

others developing similar or other competing technologies, our ability to obtain or maintain government permits

or certifications, the effectiveness of our production, distribution, and marketing efforts, the availability of raw

materials and components, and the costs to customers to deploy and provide support for the new technologies.

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

as the timing of when we bring these offerings to market. If and to the extent these predictions are proved wrong,

our investments in new products, solutions, and services may not achieve revenue or profits at all or the recovery

of investments may be over an extended period. Unsuccessful efforts to develop and adapt our products,

solutions, and services could ultimately result in lower revenue, lower margins, and/or higher costs, which could

harm our competitive position and adversely impact our financial performance.

We face a complex global operating environment, particularly in emerging markets.

Due to our global nature, we deal with a range of legal and regulatory systems with varying requirements. Due to

the nature of our projects and products, we face risks associated with engagements with foreign officials and

government agencies, including the risks of complying with diverse procedures and standards imposed by

(among others) the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti-corruption and anti-bribery

laws in other jurisdictions. We also face risks associated with compliance with global privacy and data security

laws and regulations including the General Data Protection Regulation (“GDPR”) in Europe. Navigating a

variety of legal and regulatory regimes may increase the difficulty of compliance, particularly as such laws

change or are interpreted in unexpected ways. In addition, as an employer of permanent and fixed-term contract

employees and contractors, we are required to create compensation programs, employment policies and other

administrative programs that comply with the laws of multiple countries. We also must communicate, monitor,

and uphold group-wide standards and directives across our global network, including in relation to our suppliers,

subcontractors, and other relevant stakeholders. Our failure to manage our geographically diverse operations

successfully could impair our ability to react quickly to changing business and market conditions and to enforce

compliance with group-wide standards and procedures.

Our business strategy may include acquisitions, strategic investments, and divestitures to support our growth,

and our failure to successfully implement this strategy could adversely affect our business.

Our business strategy may include the acquisition of technologies and businesses that expand or complement our

existing business. Successful growth through acquisitions depends upon our ability to identify suitable

acquisition targets or assets, conduct due diligence, negotiate transactions on favorable terms, and ultimately

complete such transactions and integrate the acquired target or asset successfully, and will be subject, in certain

circumstances, to the consent of GE under the Tax Matters Agreement, as discussed in “—Risks Relating to the

Spin-Off.”

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

• competition for acquisition targets and assets, which may lead to substantial increases in purchase price

or terms that are less attractive to us;

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

• rulings by antitrust or other regulatory bodies;

• acquired companies’ previous failure to comply with applicable regulatory requirements;

• failure to timely integrate acquired companies’ strategies, functions, and products into our own;

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

• heightened external scrutiny on acquired intellectual property rights, regulatory exclusivity periods,

and confidentiality agreements, or lack of intellectual property rights for the acquired portfolio;

• diversion of our management’s attention from existing operations to the acquisition and integration

process;

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

market acceptance of acquired companies’ products;

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

prior to acquisition;

• a failure to identify significant non-compliant behaviors or practices by, or liabilities relating to, the

acquisition target (or its agents) prior to acquisition;

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

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

• difficulties in retaining key customers and personnel; and

• adverse market reactions to an acquisition.

Various other assessments and assumptions regarding acquisition targets may prove to be incorrect, and actual

developments may differ significantly from our expectations.

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

investments, joint ventures and other strategic alliances that could further our strategic business objectives. We may

not successfully identify, complete, or manage the risks presented by these strategic transactions, including those

outlined above. Equity investments and other strategic alliances pose additional risks, as we could share ownership

in both public and private companies and in some cases management responsibilities with one or more other parties

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

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

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

redeployment of capital. We may encounter difficulty in finding buyers or face other limitations such as

regulatory, governmental or contractual requirements that could delay or prevent the accomplishment of our

objectives and adversely affect our business. These limitations include the provisions of the Separation and

Distribution Agreement described under “Certain Relationships and Related Person Transactions—Agreements

with GE—Separation and Distribution Agreement—Credit Support.”

The occurrence of any of the above in connection with any acquisition, strategic transaction, or disposition could

have a material adverse effect on our business results, cash flows, financial condition, or prospects.

Risks Relating to Government Regulations and Legal Matters

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

governmental incentives or policies that support renewable energy could have a material adverse effect on our

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

Parts of our business benefit significantly from government policies that support utility scale renewable energy

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

operate renewable energy facilities. In a number of countries, notably in the United States, European Union,

Japan, and Korea, the federal governments and some state and other local governments provide incentives, such

as tax incentives, renewable portfolio standards, or feed-in-tariffs, that support or are designed to support the sale

of energy from utility scale renewable energy facilities, such as wind, hydro, and solar energy facilities and

support the manufacture of products to be used in these facilities. As a result of budgetary constraints, political

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

would be less conducive to the development and operation of renewable energy facilities or to the manufacture of

products for these facilities. Any reductions or the elimination of governmental incentives or policies that support

renewable energy, such as the imposition of additional taxes or other assessments on renewable energy, could

result in the lack of a satisfactory market for the development and/or financing of new renewable energy projects,

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

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

Additionally, a broad decline in public support or a rollback of policy support for renewable energy technologies

could adversely impact our business.

In the United States, the IRA includes incentives for development and production of renewable energy. In

particular, the IRA extends the availability of investment tax credits (“ITCs”) and production tax credits

(“PTCs”) to certain renewable energy projects and provides a credit for the manufacture of qualifying products.

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

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

tax law and published Internal Revenue Service guidance. However, the application of law and guidance

regarding ITC and PTC eligibility to the facts of particular renewable energy projects is subject to a number of

uncertainties. The IRS, Department of Treasury, and Congress may modify existing guidance with respect to the

application of the newly enacted IRA, possibly with retroactive effect. We may face uncertainties as a result of

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

Additionally, our operations and strategic plans may have to change if certain provisions of the IRA were to be

repealed, modified, or invalidated. Furthermore, there can be no assurance that the IRS will agree with our

approach in the event of an audit. Any of the foregoing items could reduce the amount of ITCs or PTCs available

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

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

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

expect to claim credits associated with the manufacture of qualified products. We rely on applicable tax law and

guidance to determine the amount of these credits. However, the Department of the Treasury or IRS may issue

additional guidance that may reduce our eligibility for credit or may disagree with our interpretation of the

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

significant reduction in access to U.S. government technology grants and related funding programs. Beyond

incentives policies, new environmental regulatory actions or significant modifications to existing policies of the

U.S. Environmental Protection Agency (“EPA”), such as the EPA’s announcement in April 2023 of proposed

new air emissions standards for natural gas operators, could increase our operating costs or impede sales of our

products, solutions, and services.

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

renewable energy. In December 2020, the EU agreed to reduce EU greenhouse gas emissions by at least 55% by

2030, compared to 1990 levels. In May 2022, the EU announced the REPowerEU plan which seeks to rapidly

reduce the EU’s dependence on fossil fuels by 2027. Furthermore, the EU introduced the Green Deal Industrial

Plan that is expected to further accelerate the expansion of renewable energy and green technologies including

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

Zero Industry Act to simplify regulations, speed up permits and promote cross-border projects to accelerate

climate neutrality. There can be no assurance that these EU regulations will remain in effect in their present form

or at all, and the elimination, reduction, or modification of these regulations could materially harm our renewable

energy programs.

International, national, and state governments and agencies continue to evaluate and promulgate legislation and

regulations that are focused on reducing greenhouse gas emissions. Caps or fees on carbon emissions have been

and may continue to be established and the cost of such caps or fees could disproportionately affect the fossil-

fuel sectors. While such legislation and regulations could boost demand for our technologies that contribute to

the reduction of greenhouse gas emissions, such as hydrogen and carbon capture technologies, compliance with

greenhouse gas emission legislation and regulations applicable to our or our customers’ operations may have

significant implications that could adversely affect our business and operating results.

Failure to meet ESG expectations or standards or achieve our ESG goals could adversely affect our business,

results of operations, cash flows, and financial condition.

There has been an increased focus from regulators and stakeholders on environmental, social and governance

(“ESG”) matters. These include areas such as greenhouse gas emissions and climate-related risks that are

particularly relevant for the industries we serve and our businesses, as well as other areas such as diversity,

equity, and inclusion, responsible sourcing, human rights and social responsibility, and corporate governance.

We have established certain ESG goals and targets. Our ability to accomplish them presents numerous

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

Increasing focus on ESG factors has led to enhanced interest in the review of performance results by investors

and other stakeholders and the potential for litigation and reputational risk. Some investors have used, and may

continue to use, ESG criteria to guide their investment strategies, and may not invest in us, or divest their

holdings of us, if they believe our policies relating to ESG matters are inadequate. Our voluntary disclosures of

ESG data under standards such as the Global Reporting Initiative, the Sustainability Accounting Standards Board

(“SASB”), and recommendations issued by the Financial Stability Board’s Task Force for Climate-related

Financial Disclosures (“TCFD”) are evaluated and rated by various organizations that assess corporate ESG

performance. Unfavorable ESG ratings, or our inability to meet the ESG standards set by specific investors, may

lead to unfavorable sentiment toward us, which could have a negative impact, among other things, on our stock

price and cost of capital. Regulatory requirements related to ESG or sustainability reporting have been adopted in

the EU that apply to financial market participants. In the United States, such regulations have been issued related

to pension investments in California, and for the responsible investment of public funds in Illinois. Additional

regulation is pending at the SEC, at the federal level for government contractors, and in other states. We expect

regulatory requirements related to ESG matters to continue to expand globally, particularly in the European

Union. We may be affected by our ability to meet evolving and expanding emissions reporting requirements and

by investor and public perception of our reporting and performance related to voluntary climate standards. Given

the increasing scrutiny on ESG matters as well as the increasing number of regulatory obligations relating to our

business, there is also an increasing risk that we could be perceived as or accused of making inaccurate or

misleading statements regarding our performance against ESG-related measures and/or ESG initiatives.

Failure to achieve our ESG goals, commitments and targets or comply with emerging ESG regulations could

adversely affect our business, results of operations, cash flows, and financial condition. Changes in ESG

regulations could lead to additional operational restrictions and compliance requirements upon us or our

products, require new or additional investment in product designs, result in carbon offset investments or

otherwise could negatively impact our business and/or competitive position. Any such failure could harm our

reputation, adversely impact our ability to attract and retain customers and talent and expose us to increased

scrutiny from the investment community and enforcement authorities.

International trade policies may impact demand for our products and our competitive position.

Changes in government policies on foreign trade and investment can affect the demand for our products

solutions, and services, impact our competitive position, subject us to escalating costs, or prevent us from being

able to offer our products, solutions, and services in certain countries. The implementation of more restrictive

trade policies, such as import or export controls, required licenses or authorizations to engage in business

dealings with certain countries or entities, higher tariffs, restrictions on outbound investment, more detailed

inspections, exchange controls, a government’s adoption of “buy national” policies, local production

requirements, or other barriers to entry, in countries where we sell large quantities of products, solutions, and

services could be disruptive and costly to our business and could negatively impact our business, results of

operations, cash flows, financial condition, and prospects.

Failure to obtain or comply with federal, state and local government approvals, licenses, and permits may

negatively affect our ability to produce, market, and sell our products, solutions, and services.

Parts of our business are required to obtain, and to comply with, federal, state, and local government approvals,

licenses, and permits. Any of these approvals, licenses, or permits may be subject to denial, revocation, or

modification under various circumstances. Failure to obtain or comply with the conditions of approvals, licenses,

or permits may adversely affect our operations by suspending our activities or curtailing our work and may

subject us to penalties and other sanctions. For example, our nuclear operations in the United States are subject to

regulation by the Nuclear Regulatory Commission (“NRC”). Failure to obtain approval or renewal of our NRC

licenses could result in significant disruptions to our nuclear business.

Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized

by various factors, including the failure to comply with environmental, health, and safety (“EHS”) laws and

regulations, the failure to comply with permit conditions, violations found during inspections or otherwise, or

local community, political, or other opposition.

In addition, concerns about climate change and increased environmental activism could slowdown regulatory

approval of fossil fuel-based power generation activities that could negatively impact the related products,

solutions, and services we provide to customers. If new legislation or regulations are enacted or implemented, or

if existing laws or regulations are amended or are interpreted or enforced differently, we may be required to

obtain additional operating approvals, licenses, or permits. Moreover, changes in industry standards and

governmental regulations may cause us to incur substantial costs to adapt our products, solutions, and services.

Our inability to obtain, and to comply with, the approvals, licenses, or permits required for our business could

have a material adverse effect on us.

The physical effects of climate change, including weather disruptions and related effects, could adversely

impact our business.

The physical effects of climate change can include extreme variability in weather patterns such as increased

frequency and severity of significant weather events (e.g., flooding, hurricanes, and tropical storms), natural

hazards (e.g., increased wildfire risk), rising mean temperature and sea levels, and long-term changes in

precipitation patterns (e.g., drought, desertification, or poor water quality). Climate change may also produce

general changes in weather or other environmental conditions, including temperature or precipitation levels, and

thus may impact consumer demand for electricity generation. Such effects have the potential to affect business

continuity and operating results, and could disrupt our operations or those of our customers or suppliers,

including through direct damage to physical assets and indirect impacts from supply chain disruption and market

volatility. These effects may negatively impact our business, cash flows, and results of operations.

Our operations are subject to various environmental, health, and safety laws and regulations, and potential

litigation, and non-compliance with or liabilities under such laws and regulations could result in substantial

costs, fines, sanctions, claims, and reputational harm.

We and our business are subject to extensive domestic and international EHS regulations. In addition to EHS

regulatory compliance obligations, we may face liability arising out of the normal course of business, including

alleged personal injury, property damage, and human health risks due to exposure to hazardous substances,

processes, or working conditions at our current or former facilities. We may also face liability in connection with

the actions or omissions of third-party contractors working at our project sites. Any perceived or actual employee

safety issues could result in substantial costs to us that may exceed our reserves, harm our reputation, divert

management’s attention, and could potentially affect our ability to continue operating in certain jurisdictions.

We may be impacted by material changes in EHS regulations or subject to substantial liability for environmental

impacts, both of which may require increased capital expenditures. We may also be subject to increasingly

stringent environmental standards in the future, particularly as greenhouse gas emissions and climate change

regulations and initiatives increase and EHS laws and regulations grow in number and complexity. Such laws and

regulations may impose additional liability on industrial manufacturers for the use or generation of chemicals,

such as per/polyfluoroalkyl substances (PFAS), contained in components and products sourced in connection

with manufacturing and services operations, and if adopted, may create additional liability, impact product

design, manufacturing, and/or servicing and negatively affect financial results. Environmental laws also

generally impose liability for investigation, remediation, and removal of hazardous materials and other waste

products on property owners and those who dispose of materials at waste sites, whether or not the waste was

disposed of legally at the time in question. Some environmental laws provide for joint and several or strict

liability for remediation of releases of hazardous substances, which could result in us incurring a liability for

environmental damage without regard to our negligence or fault. Such laws and regulations could expose us to

liability arising out of the conduct of operations or conditions caused by others, or for our acts which were in

compliance with all applicable laws at the time the acts were performed.

Our nuclear operations expose us to various additional environmental, regulatory, and financial risks, including:

• potential liabilities relating to harmful effects on the environment and human health resulting from

nuclear operations and the storage, handling and disposal of radioactive materials;

• unplanned expenditures relating to maintenance, operation, security, defects, upgrades and repairs

required by the NRC and other government agencies;

• limitations on the amounts and types of insurance commercially available to cover losses that might

arise in connection with nuclear operations; and

• potential liabilities arising out of a nuclear, radiological or criticality incident, whether or not it is

within our control.

Our nuclear operations are subject to various safety-related requirements imposed by the U.S. Government, the

Department of Energy (“DOE”), and the NRC. In the event of non-compliance, these agencies might increase

regulatory oversight, impose fines or shut down our operations, depending upon the assessment of the severity of

the situation. Revised security and safety requirements promulgated by these agencies could necessitate

substantial capital and other expenditures. In addition, we must comply with and are affected by laws and

regulations relating to the award, administration, and performance of U.S. Government contracts. Government

contract laws and regulations affect how we do business with our customers and, in some instances, impose

added costs on our business. A violation of specific laws and regulations could result in the imposition of fines

and penalties or the termination of our contracts or debarment from bidding on contracts.

We may be subject to periodic litigation, regulatory proceedings, and enforcement actions, which may

adversely affect our business and financial performance.

From time to time, we are involved in lawsuits, regulatory proceedings, and enforcement actions brought or

threatened against us in the ordinary course of business. Our business is subject to the risk of claims involving

current and former employees, affiliates, customers, subcontractors, suppliers, competitors, shareholders,

government regulatory agencies or others through private actions, class actions, whistleblower claims,

administrative proceedings, regulatory actions, or other proceedings.

Global enforcement of anti-corruption laws, such as the FCPA, has increased substantially in recent years, with

more frequent voluntary self-disclosure by companies, aggressive investigations (including coordinated

investigations across countries and governmental authorities) and enforcement proceedings by U.S. and non-U.S.

governmental agencies, and assessment of significant civil and criminal fines, penalties, and other sanctions

against companies and individuals. We may face liability under anti-corruption laws based upon actions or

inactions even when they are not subject to our control. Our global activities can also subject us to legacy legal

proceedings and legal compliance risks that relate to claimed anti-competitive conduct or improper payments of

certain companies we acquire during the pre-acquisition periods. Such investigations or government scrutiny may

also impact our ability to participate in various governmental financing programs and could limit our access to

project financing from multilateral development banks and the World Bank.

Due to the inherent uncertainties of litigation, it is often difficult to accurately predict the ultimate outcome of

any such actions or proceedings. The outcome of litigation, particularly class action lawsuits and regulatory

actions, is often difficult to assess or quantify, as plaintiffs may seek injunctive relief or recovery of very large or

indeterminate amounts in these types of lawsuits, and the magnitude of the potential loss may remain unknown

for substantial periods of time. Given that our business involves large scale infrastructure projects and products

and service contracts with a long duration, we are involved in commercial litigation or disputes from time to time

where the initial amounts claimed by counterparties can be large, even if ultimately our liability or a resolution of

such claims is significantly lower. In addition, plaintiffs in many types of actions may seek punitive damages,

civil penalties, consequential damages or other losses, or injunctive or declaratory relief. Activist shareholders

advocating for certain governance or strategic changes may also bring actions against us. These proceedings or

actions could result in substantial cost and may require us to devote substantial resources to defend ourselves and

distract our management from the operation of our business. While we maintain insurance for certain potential

liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various

exclusions as well as caps on amounts recoverable. We may therefore incur significant expenses defending any

such suit or government charge and may be required to pay amounts or otherwise change our operations in ways

that could adversely affect our results of operations, and cash flows, and financial condition. For further

information on material pending legal proceedings, see Note 20, “Commitments, Guarantees, Product

Warranties, and Other Loss Contingencies” to the audited combined financial statements included in this

Information Statement.

We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we

conduct our business.

We are subject to antitrust and competition laws, which generally prohibit certain types of conduct deemed to be

anti-competitive, including price fixing, bid rigging, cartel activities, price discrimination, market

monopolization, tying arrangements, acquisitions of competitors, and other practices that have, or may have, an

adverse effect on competition. Regulatory authorities may have authority to impose fines and sanctions or to

require changes or impose conditions on the way we conduct business in connection with alleged

non-compliance with applicable law. Under certain circumstances, violations of antitrust laws could result in

suspension or debarment of our ability to contract with certain parties or complete certain transactions. In

addition, an increasing number of jurisdictions also provide private rights of action for competitors or consumers

to seek damages asserting claims of anti-competitive conduct. Increased government scrutiny of our actions or

enforcement or private rights of action could adversely affect our business or damage our reputation. In addition,

as previously reported by GE, the power and grid businesses that GE acquired from Alstom in 2015 were the

subject of significant cases involving alleged anti-competitive conduct or improper payments by Alstom in the

pre-acquisition period. A number of these matters remain ongoing as we seek to resolve them, and it is possible

that additional claims from legacy Alstom conduct could arise in the future. Conducting internal investigations or

responding to audits or investigations by government agencies could be costly and time-consuming. An adverse

outcome under any such investigation or audit could subject us to fines or criminal or other penalties, which

could have a material adverse effect on our business results, cash flows, financial condition, or prospects.

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

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

We have agreements relating to the sale of our offerings to government entities around the world. As a result, we

are subject to various statutes and regulations in a variety of jurisdictions that apply to companies doing business

with the government. The laws governing government contracts can differ from the laws governing private

contracts and government contracts may contain terms and conditions that are not applicable to private contracts

or that expose us to higher levels of risk and potential liability than non-government contracts. Similarly, most

jurisdictions have public procurement laws and reimbursement policies that set out rules and regulations for

purchases and reimbursements by governmental entities. Certain countries impose additional requirements on

government suppliers as a prerequisite to doing business in the country including, among other things, local

headcount requirements, local manufacturing and supplier requirements, and technology or intellectual property

transfers. These jurisdictions may modify their laws, policies, rules, or regulations, or impose new requirements

that could adversely affect our business.

For contracts with the U.S. federal government, with certain exceptions, we must comply with the Federal

Acquisition Regulation and applicable agency rules, the Procurement Integrity Act, the Buy American Act, and/

or the Trade Agreements Act. Some governmental entities, including the U.S. federal government, can terminate

contracts for their convenience or for our default. These governmental entities may also be subject to continued

legislative funding approval. Early termination for convenience of one or more of our contracts, or a change in a

government customer’s funding levels, could impact our expected revenues. A termination for default of one or

more of our contracts could subject us to penalties and damages resulting from the default, including costs for the

governmental entity to reprocure the items under contract, in addition to other penalties previously listed. In

addition, the U.S. federal government could invoke the Defense Production Act (“DPA”), requiring that we

accept and prioritize contracts for materials deemed necessary for national defense, regardless of loss in revenue

incurred on such contracts. In such circumstances, we may be required to reallocate time and resources away

from our customers to fulfill U.S. federal government requests under the DPA. This could cause us to be unable

to fulfill contractual obligations to non-U.S. federal government customers and harm long-term business

relationships with our customers, suppliers, and channel partners, which could adversely affect our business.

We are also subject to government audits, investigations, and oversight proceedings with respect to regulations

governing government contracts, public procurement, and government reimbursements. Efforts to ensure our

business arrangements comply with applicable laws involve substantial costs. It is possible that governmental

and enforcement authorities will conclude that our business practices do not comply with current or future laws

and regulations. If any such actions are instituted against us, defense can be costly, time-consuming, and may

require significant financial and personnel resources. If we are not successful in defending ourselves or asserting

our rights, those actions could have a significant impact on our business, including the imposition of civil,

criminal, and administrative penalties, damages, disgorgement, monetary fines, individual imprisonment,

possible exclusion from participation in certain government programs, contractual damages, reputational harm,

delayed or reduced payments, diminished profits and future earnings, and curtailment or restructuring of our

operations. In addition, any of our government contracts could be terminated or we could be suspended or

debarred from all government contract work or participation in projects involving multilateral development

banks. Any of these risks could have a material adverse effect on our business, results of operations, cash flows,

financial condition, or prospects.

Our failure to comply with financial services regulatory obligations could damage our reputation, result in

regulatory action against us and adversely affect our business.

Certain of our affiliates intend to become a broker-dealer or a registered investment adviser, as applicable, and

will provide fee-based services in respect of the arranging and syndication of securities, transaction advisory and

structuring, and investment management inclusive of tax equity investments. For the first two years of GE

Vernova’s existence, these services will be provided to GE on a cost-basis. In the future, such services may be

provided to third parties on an arms-length basis. For more information, see “Certain Relationships and Related

Person Transactions—Agreements with GE—Framework Investment Agreement.” While we believe these kinds

of transactions are beneficial to our business, the functions that our affiliates may perform may give rise to

conflicts of interest, because these transactions will typically involve investments in large energy infrastructure

projects to which GE Vernova’s businesses will sell equipment and services. Such conflicts of interest, whether

actual or perceived, may result in potential litigation or regulatory enforcement actions. Broker-dealers are

registered with the SEC and are members of self-regulatory organizations such as the Financial Industry

Regulatory Authority (“FINRA”). As such, they are subject to the regulations established under the Exchange

Act and FINRA rules.

Registered investment advisers are registered with the SEC and are subject to the requirements and regulations of

the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The regulations to which broker-dealers

and registered investment advisers are subject are extensive and evolving over time, and the level of financial

regulation has generally increased in recent years. A failure to comply with the obligations imposed by the

Advisers Act, Exchange Act or FINRA rules, including recordkeeping, advertising and operating requirements,

disclosure obligations and prohibitions on fraudulent activities, could result in examinations, investigations,

sanctions, and reputational damage, and could have a material adverse effect on our business, financial condition,

and results of operations. For further information, see “Our Business—Regulation—Broker-Dealer and

Investment Adviser Regulations.”

Risks Relating to Employee Matters

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

strategy effectively and our operations and financial results could be adversely affected.

Our operations and future success depend on our ability to recruit, develop, and retain highly qualified personnel,

particularly our senior management team, key employees and technical personnel, and on our efficient utilization

of our workforce. Our team members are the key resource to developing, manufacturing, and delivering our

products and providing technical services to our customers around the world. Some of our project sites involve

placing team members in geographically remote or high-risk locations, and we may expend significant efforts

and incur substantial costs to satisfy employee safety criteria and retain highly skilled personnel. For example,

the installation, operation, and maintenance of offshore wind turbines is difficult, labor intensive, and costly, and

requires the availability of a highly skilled labor force. Notwithstanding our safety precautions and compliance

with applicable laws and regulations, we may be unable to avoid incidents that result in serious injury or even

death to our employees, contractors, or other visitors to our operations. Any employee safety concerns or

incidents, regardless of fault, could adversely affect our ability to attract additional qualified personnel. Factors

that may affect our ability to attract and retain sufficient numbers of qualified employees include employee

morale, our reputation, competition from other employers, our ability to manage attrition, and availability of

qualified individuals. Difficulties in hiring or retaining highly qualified personnel, the failure to properly manage

succession plans, or the unexpected loss of experienced employees resulting in the depletion of our institutional

knowledge base as well as difficulties in efficient utilization of our workforce could have an adverse impact on

our business performance, reputation, results of operations, liquidity, or financial condition. Failure to ensure that

we have the depth and breadth of personnel with the necessary skill set and experience, or the loss of key

employees, could impede our ability to deliver our growth objectives and execute our strategy.

We have and will assume significant net liabilities with respect to our postretirement benefit plans, including

increases in pension, healthcare, and life insurance benefits obligations, and the actual costs of these

obligations could exceed current estimates and asset returns could be less than current estimates, which are

both reliant on GE’s estimates and assumptions.

As of December 31, 2023, our total postretirement benefit plans’ net liabilities for our employees, our former

employees, and certain legacy former employees unrelated to our core business and allocated to us by GE was

approximately $1.9 billion. These net liabilities arise under multiple benefit plans and statutory obligations in

various countries. Increases in pension, healthcare, and life insurance benefits obligations and costs and

decreases in rate of return of associated assets can adversely affect our earnings, cash flows, and financial

condition. In addition, there may be upward pressure on the cost of providing healthcare benefits to current and

future retirees and there can be no assurance that the measures we have taken to control increases in these costs

will succeed and this could have a material adverse effect on our business results, cash flows, and financial

condition. Most of the liabilities arise under pension plans, including defined benefit pension plans, either funded

(or partly funded) with plan assets or unfunded.

Our results of operations may be positively or negatively affected by the amount of income or expense we record

for our defined benefit pension plans. U.S. GAAP requires that we calculate income or expense for the plans

using actuarial valuations, which reflect assumptions about financial markets, interest rates, discount rate, and the

expected long-term rate of return on plan assets. We are also required to make an annual measurement of plan

assets and liabilities, which may result in a significant reduction or increase in equity. The factors that impact our

pension calculations are subject to changes in key economic indicators, and future decreases in the discount rate

or low returns on plan assets can increase our funding obligations and adversely impact our financial results. In

addition, although U.S. GAAP expense and pension funding contributions are not directly related, key economic

factors that affect U.S. GAAP expense would also likely affect the amount of cash we would be required to

contribute to pension plans under ERISA. Failure to achieve expected returns on plan assets driven by various

factors, including sustained market volatility, could also result in an increase in the amount of cash we would be

required to contribute to pension plans.

The defined benefit obligation is determined by actuarial assumptions such as the rate of compensation increase

or pension progression rate and biometric factors (such as participant mortality), as well as the discount rate

applied. The basis for determining the discount rate is in principle the yield on high-quality corporate bonds. A

change of the discount rate and changes of the assessments of market yields used, respectively, may result in

significant changes to the defined benefit obligation. Differences between actual experience and the predicted

actuarial assumptions, discount rates, and investment performance on plan assets can affect defined benefit plan

liabilities.

We will assume certain liabilities from GE in connection with the Spin-Off, including some liabilities unrelated

to our core business. For example, we will retain and assume responsibility for certain liabilities for pension,

healthcare, and life insurance benefits previously provided to GE employees, including our employees, our

former employees, and certain other legacy former employees unrelated to our core business and allocated to us

by GE. We currently rely on estimates and assumptions made by GE with respect to the scope, probability, and

magnitude of these liabilities. Such estimates and assumptions involve complex judgments which are difficult to

make. Actual developments may differ from estimates and assumptions, thereby resulting in an increase or

decrease in our actual obligations for these liabilities. Changes in economic conditions, financial markets,

investment performance, or legal conditions governing these liabilities can result in significant increases or

decreases in the size of our actual obligations over time. Any of these factors and developments could have a

material adverse effect on our business results, cash flows, financial condition, or prospects. Furthermore,

accounting standards and legal conditions governing our pension obligations are subject to changes in applicable

legislation, regulations, or case law. We cannot provide any assurance that we will not incur new or more

extensive pension obligations in the future due to such changes.

Any of these factors and developments could have a material adverse effect on our business results, cash flows,

financial condition, or prospects. For a discussion regarding how our financial statements have been and can be

affected by our pension and healthcare benefit obligation, see Note 13, “Postretirement Benefit Plans” to the

audited combined financial statements included elsewhere in this Information Statement.

Disruptions caused by labor disputes or organized labor activities could harm our business.

A significant number of our employees around the world are members of, or represented by, labor unions and are

covered by collective bargaining agreements with varying durations and expiration dates. Many of our European

employees belong to, or are represented by, works councils. Union and works council requirements may limit our

flexibility in managing costs and responding to market changes. In addition, employees who are not currently

members of, or otherwise represented by, labor organizations may seek such membership or representation, as

applicable, in the future.

We cannot ensure that existing collective bargaining agreements will prevent a strike or work stoppage at our

facilities in the future, that we will be successful in negotiating new collective bargaining agreements, that such

negotiations will not result in significant increases in the cost of labor, including healthcare, pensions, or other

benefits, or that a breakdown in such negotiations will not result in the disruption of our operations, including by

way of strikes or work stoppages. In addition, negotiations with labor unions, possible work stoppages and other

labor problems could divert management attention, which could further harm our business. Furthermore, some of

our customers and suppliers have unionized work forces. We may experience an adverse impact on our operating

results, financial condition, cash flows, and competitive position if we are subject, directly or indirectly, to labor

actions by our or our suppliers’ or customers’ employees, or as a result of general country strikes or work

stoppages unrelated to our business or collective bargaining agreements.

Our reputation and our ability to conduct business may be impaired by improper conduct by any of our

employees, agents, or business partners.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by any of

our employees, agents, or business partners could have a significant negative impact on our business and

reputation. Such misconduct could include payments to government officials, bribery, fraud, anti-kickback and

false claims rules, competition, export and import compliance, money laundering, data privacy, and lobbying and

similar activities. The FCPA, the U.K. Bribery Act of 2010, the Brazil Clean Companies Act, China’s Unfair

Competition Law, India’s Prevention of Corruption Act, and similar anti-corruption and anti-bribery laws in

other jurisdictions generally prohibit companies and their intermediaries from making improper payments to

government officials for the purpose of obtaining or retaining business. We operate in parts of the world that

have experienced governmental corruption to some degree. It is possible that the controls that we undertake to

facilitate lawful conduct, which include training, internal control policies, and other safeguards to educate our

employees and certain third parties, could be intentionally circumvented or become inadequate because of

changed conditions. As a result, we cannot assure that our controls will protect us from reckless or criminal acts

committed by our employees or agents. Any alleged or actual violations of these laws or regulations may subject

us to government scrutiny, criminal, civil, or administrative sanctions, stockholder lawsuits, reputational damage,

and other liabilities. In some instances, we make self-disclosures to relevant authorities who may pursue or

decline to pursue enforcement proceedings against us. The costs associated with the investigation, remediation,

and potential notification of any violation to customers, regulators, and counterparties could be material. Any of

the foregoing could have a material adverse effect on our business results, cash flows, financial condition, or

prospects.

Risks Relating to Technology and Intellectual Property

We may be unable to obtain, maintain, protect, or effectively enforce our intellectual property rights.

We cannot assure that our means of obtaining, maintaining, and enforcing our intellectual property rights will be

adequate to maintain a competitive advantage. The laws of many jurisdictions may not protect our intellectual

property rights or provide an adequate forum to effectively address situations where our intellectual property

rights have been compromised. Furthermore, protecting against the unauthorized use of proprietary technology is

difficult and expensive and we may need to litigate with third parties to enforce or defend patents issued to us

and our other intellectual property rights or to determine the enforceability and validity of our proprietary rights

or those of others. Determining whether an offering infringes, misappropriates, or otherwise violates a third

party’s intellectual property rights involves complex legal and factual issues, and the outcome of this type of

litigation is often uncertain and inconsistent. An adverse determination in any such litigation could materially

impair our intellectual property rights and may harm our business.

From time to time, we receive notices from third parties asserting infringement, misappropriation, or violation of

their intellectual property rights. We are also subject to lawsuits alleging infringement, misappropriation, or other

violation of third-party intellectual property rights. When such claims are asserted against us (or to avoid such

claims), we may seek to license the third party’s intellectual property rights, which may be costly. We may be

unable to obtain necessary licenses on satisfactory terms, if at all. If we are unable to obtain an adequate license,

we may be subject to lawsuits seeking damages or an injunction against the manufacture, import, marketing, sale,

or operation of our offerings or against the operation of our business as presently conducted. Any settlement

payment or other compromise may have future repercussions on our ability to defend and protect our IP rights.

We do not maintain insurance for claims or litigation involving the infringement, misappropriation, or other

violation of intellectual property rights. Regardless of the merits or outcome, the resolution of any intellectual

property dispute could require significant financial and management resources.

Adverse judicial rulings or our entry into any license or settlement agreement in connection with third-party

claims could affect our ability to compete and have a material adverse effect on our business results, cash flows,

financial condition, or prospects. Our agreements with our customers and other third parties typically include

indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses

suffered or incurred as a result of intellectual property claims. We may not always be successful in limiting our

liability with respect to such obligations and could become subject to large indemnity payments or damages

claims from contractual breach, which could harm our business results, cash flows, financial condition, or

prospects.

Furthermore, protecting confidential information and trade secrets can be difficult and, even if a successful

enforcement action is brought, such action may not be effective in protecting our intellectual property rights.

Additionally, the increased sharing of our data with third parties as a result of right to repair legislation could

increase the risk of loss or damage to our intellectual property. If we cannot adequately obtain, maintain, protect,

or enforce our intellectual property rights, our competitors may be able to compete more successfully against us,

which could have a material adverse effect on our business results, cash flows, financial condition, or prospects.

We may not receive protection for pending or future applications relating to intellectual property rights owned by

or licensed to us and the claims allowed under any issued intellectual property rights may not be sufficiently

broad to protect our products, services, solutions, and any associated trademarks. Products sold by our

competitors may infringe, misappropriate, or otherwise violate intellectual property rights owned or licensed by

us. Any issued intellectual property rights owned by or licensed to us may be challenged, invalidated, held

unenforceable, or circumvented in litigation or other proceedings, and these limited intellectual property rights

may not provide us with effective competitive advantages. Intellectual property rights may also be unavailable,

limited, unenforceable, or practically unenforceable in some countries, and some governments may require us to

transfer our intellectual property rights to local entities to do business in the jurisdiction, either of which could

make it easier for competitors to capture increased market position and compete with us. We may also incur

substantial costs to protect ourselves in litigation or other proceedings involving the validity and enforceability of

our intellectual property rights. If claims against us are successful, we could lose valuable intellectual property

rights. An unfavorable outcome in any such litigation could have a material adverse effect on our business

results, cash flows, financial condition, or prospects.

We do not own the GE trademark or logo, and any elimination of our rights to use specified trademarks

granted to us under the Trademark License Agreement could have an adverse effect on our business results,

cash flows, financial condition, or prospects.

We do not own the GE trademark or logo and will enter into a Trademark License Agreement with GE as of or

prior to the date of the completion of the Spin-Off, pursuant to which GE will grant us a license to use the GE

Monogram and the GE word mark combined with the “Vernova” mark for use in connection with certain of our

products, solutions, and services, as well as the right to use the GE brand in connection with certain legal entity

names within our corporate structure. GE owns and controls the GE brand, and the integrity and strength of the

GE brand will depend in large part on the efforts and businesses of GE and other licensees of the GE brand and

how the brand is used, promoted, and protected by them, which will be largely outside of our control.

Furthermore, there are certain circumstances under which the Trademark License Agreement may be terminated.

Termination of the Trademark License Agreement would eliminate our rights to use the specified trademarks

granted to us under this agreement and may result in our having to negotiate a new or reinstated agreement with

less favorable terms or cause us to lose our rights under the Trademark License Agreement, which would require

us to change our corporate name and undergo significant rebranding efforts. We will own the “Vernova”

trademark and have taken steps to protect the “Vernova” trademark and have filed trademark applications for this

mark around the world. We cannot be certain that the legal steps we are taking around the world will enable us to

secure registrations in the mark, or will be or are sufficient to protect our intellectual property rights in the mark,

or that, notwithstanding the legal protections, others do not or will not infringe or misappropriate our intellectual

property rights in this mark. These rebranding efforts may require significant resources and expenses and may

affect our ability to attract and retain customers, all of which could have an adverse effect on our business results,

cash flows, financial condition, or prospects.

Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer

crimes pose a risk to our systems, networks, products, solutions, services, and data, as well as our reputation,

which could adversely affect our business.

We manufacture and sell products that rely upon software and computer systems to operate properly and process

and store confidential information. Our products often are connected to, and reside within, our customers’

information technology (“IT”) infrastructures. In some jurisdictions, we are expected to design our products to

include appropriate cybersecurity protections, and regulatory authorities review such protections when granting

marketing authorizations. The measures we take to protect our products and IT systems from unauthorized access

may not be effective, particularly because techniques used to obtain unauthorized access or to sabotage systems

change frequently, increase in sophistication, and often are not recognized until launched against a target. These

risks apply to our installed base of products, products we currently sell, new products we will introduce in the

future, and older technology that we no longer sell or service but remains in use by customers.

Increased global cybersecurity vulnerabilities, threats, computer viruses, and more sophisticated and targeted cyber-

related attacks such as ransomware, as well as cybersecurity failures resulting from human error and technological

errors, pose a risk to our security and the security of our customers’, partners’, suppliers’ and third-party service

providers’ infrastructure, products, systems, and networks and the confidentiality, availability and integrity of our and

our customers’ data, as well as associated financial risks. As the perpetrators of such attacks become more capable

(including sophisticated state or state-affiliated actors), and as critical infrastructure increasingly becomes digitized, the

risks in this area continue to grow. A significant cyber-related attack, such as an attack on power grids, or power plants

(even if such an attack does not involve our products, solutions, services, or systems), could pose broader disruptions

and adversely affect our business. We have also observed an increase in third-party breaches and ransomware attacks

at suppliers, service providers and software providers, and our efforts to mitigate adverse effects on us if this trend

continues may not be successful in the future. The large number of suppliers that we work with requires significant

effort for the initial and ongoing verification of the effective implementation of cybersecurity requirements by

suppliers. The increasing degree of interconnectedness and shared liability between us and our partners, suppliers and

customers also poses a risk to the security of our network as well as the larger ecosystem in which we operate. There

can be no assurance that our various cybersecurity measures, including employee training, monitoring and testing,

performing security reviews and requiring business partners with connections to our network to appropriately secure

their IT systems, and maintenance of protective systems and contingency plans, will be sufficient to prevent, detect and

limit the impact of cyber-related attacks, and we remain vulnerable to known or unknown threats. For example, we

outsource certain cybersecurity functions and will continue to look for opportunities to utilize managed security service

providers, and such arrangements will increase our overall cyber risk given the degree of our interconnectedness with

the provider and the potential impact on our outsourced functions that could be caused by an attack on such a provider.

In addition to existing risks from the integration of digital technologies into our business portfolio, the adoption

of new technologies in the future may also increase our exposure to cybersecurity breaches and failures. An

unknown vulnerability or compromise could potentially impact the security of our software or connected

products and lead to the misuse or unintended use of our products, loss of our intellectual property,

misappropriation of sensitive, confidential or personal data, safety risks or unavailability of products.

We also have access to sensitive, confidential or personal data or information in certain of our businesses that is

subject to privacy and security laws, regulations or customer-imposed controls. We have vulnerability to security

breaches, theft, misplaced, lost or corrupted data, programming errors, employee errors and/or malfeasance

(including misappropriation by departing employees) that could potentially lead to material compromising of

sensitive, confidential or personal data or information, improper use of our systems, software solutions or

networks, unauthorized access, use, disclosure, modification or destruction of or denial of access to information,

defective products, production downtimes, and operational disruptions.

Furthermore, we rely on software, hardware, and other material components from a number of third parties to

manufacture our products. If a material cyber incident impacting a supplier were to result in its prolonged

inability to manufacture and/or ship such components, this could impact our ability to manufacture our products.

In addition, third-party sourced software components, malicious code, or a critical vulnerability emerging within

such software could expose our customers to increased cyber risk. If we were to experience a significant

cybersecurity breach of our information systems or data, the costs associated with the investigation, remediation,

and potential notification of the breach to customers, regulators, and counterparties could be material. Any such

impact could result in financial or reputational damage, as well as expose us to litigation and regulatory

enforcement actions.

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

personal data in the jurisdictions in which we operate, may adversely impact our business and financial

results.

We may have access to sensitive, confidential, proprietary, or personal data or information in certain of our

businesses that is subject to various data privacy and security laws, regulations, standards, contractual

obligations, or customer-imposed controls in the jurisdictions in which we operate. The legal and regulatory

environment related to data privacy and security is increasingly rigorous, with new and constantly changing

requirements applicable to our business, and enforcement practices are likely to remain uncertain for the

foreseeable future.

As a result of our worldwide operations, we are subject to rapidly evolving privacy and data protection laws and

regulations in many jurisdictions. In the United States, various federal and state regulators, including

governmental agencies like the Federal Trade Commission (“FTC”), have adopted, or are considering adopting,

laws, regulations, and standards concerning personal information, privacy, and data security. There are also U.S.

state privacy laws that set forth comprehensive privacy and security obligations regarding the collection and

processing of personal data. These state statutes, and other similar state or federal laws that may be enacted in the

future, may require us to modify our data processing practices and policies, incur substantial compliance-related

expenses, and otherwise suffer adverse impacts on our business. Internationally, every jurisdiction in which we

operate has established its own data privacy and security legal framework with which we must comply. For

example, the GDPR has stringent data protection requirements for companies doing business in or handling

personal data of individuals in the European Union and may impose fines of up to 4% of our global revenue in

the event of certain violations. Breaches of the GDPR or other applicable data privacy or data protection laws or

regulations could result in substantial fines, regulatory investigations, reputational damage, orders to cease/

change our use of data, sanctions, and enforcement notices, as well as potential civil claims and proceedings,

including class action type litigation.

These various and evolving international, federal, and state laws, regulations, and standards can differ

significantly from one another and may be interpreted and applied differently over time and from jurisdiction to

jurisdiction. Given our global footprint, this may significantly complicate our compliance efforts and impose

considerable costs, such as costs related to organizational changes, modifying our data processing practices and

policies, and implementing additional protection technologies. In addition, compliance with applicable

requirements may distract management and divert resources from other initiatives and projects. Any failure or

perceived failure by us to comply with any applicable international, federal, or state laws, regulations, standards,

contractual obligations, or customer-imposed controls relating to data privacy and security could adversely affect

our business and result in damage to our reputation and our relationship with our customers.

Risks Relating to Financial, Accounting, and Tax Matters

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

cash flows.

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

currencies other that the U.S. Dollar. Our business is subject to foreign currency exchange rates fluctuations,

particularly with respect to the Euro, the Indian Rupee, the British Pound Sterling and the Brazilian Real.

Changes in the value of currencies of the countries in which we do business relative to the value of the

U.S. Dollar could affect our ability to sell products competitively and control our cost structure, which could

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

we are subject to foreign exchange translation risk due to changes in the value of foreign currencies in relation to

our reporting currency, the U.S. Dollar. As the U.S. Dollar fluctuates against other currencies in which we

transact business, revenue and income can be impacted, including revenue decreases due to unfavorable foreign

currency impacts. Strengthening of the U.S. Dollar relative to the euro and the currencies of the other countries in

which we do business, could materially and adversely affect our ability to compete in international markets and

our sales growth in future periods. In addition, we may be unable to hedge the effects of foreign exchange rate

and interest rate changes in a cost-effective manner. A discussion of the ways and extent to which we attempt to

mitigate the impact of foreign exchange risk is contained in Note 18, “Financial Instruments” to the audited

combined financial statements included elsewhere in this Information Statement. Any of these risks could have a

material adverse effect on our business results, cash flows, financial condition, or prospects.

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

Our business relies on the availability of financing for our products and services. The capital and credit markets

may experience extreme volatility or disruptions that may lead to uncertainty and liquidity issues for both

borrowers and investors. Certain customers and suppliers, as well as our business, may need access to credit and

trade finance lines and other financing instruments for certain transactions. We intend to enter into a $3.0 billion

committed credit facility and a $3.0 billion committed trade finance agreement, but there can be no assurance

that these agreements will be sufficient to meet our needs for such transactions. Additionally, we may need to

access the capital markets to supplement our existing funds and cash generated from operations to satisfy our

needs for example, for working capital or capital expenditure requirements. A variety of factors beyond our

control could impact the availability or cost of capital, including domestic or international economic conditions,

increases in key benchmark interest rates and/or credit spreads, the adoption of new or amended banking or

capital market laws or regulations, and the repricing of market risks and volatility in capital and financial

markets. In the event of adverse capital and credit market conditions, we may be unable to obtain capital market

financing on favorable terms, or at all, and changes in credit ratings issued by nationally recognized credit-rating

agencies could adversely affect our ability to obtain capital market financing and the cost of such financing.

Additionally, a large portion of our total consolidated cash will be held overseas and may not be efficiently

accessible to GE Vernova to finance or to otherwise support our capital market requirements. Such factors may

impact our ability, or the ability of our customers or suppliers, to obtain debt financing, guarantees, or hedging

from financial institutions which may negatively impact our business.

In addition, large energy projects may require co-financing of projects through project development loans,

structured debt financing or equity investments, including those done in partnership with our Financial Services

business. It is possible that such financing may not be available, or that the cost may be higher than anticipated,

negatively impacting our ability to bid for certain projects, or negatively impacting our earnings, cash flows, and

returns. The termination of, expiration of, or exhaustion of funding capacity or commitments available to us

under, the Framework Investment Agreement that we expect to sign with GE, our inability to establish sufficient

balance sheet capacity to make future tax equity commitments, or an inability to generate sufficient U.S. tax base

to allow us to monetize tax credits, could reduce our ability to make, or prevent us from making at all, future

such investments, which could further negatively impact our financial condition. Any of these risks could have a

material adverse effect on our business results, cash flows, financial condition, prospects, and the market price of

our securities.

Future material impairments in the value of our long-lived assets, including goodwill, could adversely affect

our business.

We review our long-lived assets, including identifiable intangible assets, goodwill, and property, plant, and

equipment (“PP&E”), for impairment at least annually. All long-lived assets are reviewed when there is an

indication that impairment may have occurred. Changes in market conditions or other changes in the outlook of

value may lead to impairment charges in the future. In addition, we may sell assets that we determine are not

critical to our strategy. Future events or decisions may lead to asset impairments or related charges. Certain

non-cash impairments may result from a change in our strategic goals, business direction, or other factors relating

to the overall business environment. Material impairment charges could negatively affect our results of

operations.

Changes in tax laws, tax rates, tariffs, adverse positions taken by taxing authorities, and tax audits could

impact operating results.

We are subject to income and other taxes (including sales, excise, and value-added) in the United States and

numerous foreign jurisdictions. The determination of the Company’s worldwide provision for income taxes and

liability for income and other tax liabilities requires judgment and is based on diverse legislative and regulatory

structures that exist in the various jurisdictions where the Company operates. These factors, together with

changes in tax laws, tax rates, tariffs, changes in interpretation of tax laws, the resolution of tax assessments or

audits by various tax authorities, and the ability to fully utilize tax loss carryforwards and tax credits, could

impact our operating results, including additional valuation allowances for deferred tax assets. Potential changes

to tax laws, including changes to taxation of global income, may have an effect on our subsidiaries structure,

operations, sales, liquidity, cash flows, capital requirements, effective tax rate and performance. For example,

legislative or regulatory measures by U.S. federal, state or non-U.S. governments such as newly adopted global

minimum taxes or other changes to the treatment of global income could increase our cash tax costs and effective

tax rate. We are unable to predict what tax reforms may be proposed or enacted in the future or what effect such

changes would have on our business, but such changes could potentially result in higher tax expense and

payments, along with increasing the complexity, burden, and cost of compliance.

Our tax burden could increase as a result of ongoing or future tax audits.

We are subject to periodic tax audits by tax authorities. Tax authorities may not agree with our interpretation of

applicable tax laws and regulations. As a result, such tax authorities may assess additional tax, interest, and

penalties. We regularly assess the likely outcomes of these audits and other tax disputes to determine the

appropriateness of our tax provision and establish reserves for material, known tax exposures. However, the

calculation of such tax exposures involves the application of complex tax laws and regulations in many

jurisdictions. Therefore, there can be no assurance that we will accurately predict the outcomes of any tax audit

or other tax dispute or that issues raised by tax authorities will be resolved at a financial cost that does not exceed

our related reserves. As such, the actual outcomes of these disputes and other tax audits could have a material

impact on our financial results.

Our ability to use deferred tax assets may be subject to limitation.

We have deferred tax assets in certain countries and our ability to use such assets will depend on taxable income

generation in the relevant countries. Further, while the majority of these assets either do not currently have an

expiration date or have an expiration date that is later than when we expect to use such assets, subsequent

changes to applicable tax laws in these jurisdictions could impact our ability to fully benefit from the deferred tax

assets.

Risks Relating to the Spin-Off

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

taxable transaction.

GE has received a private letter ruling from the IRS to the effect that, among other things, the Spin-Off, will

qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D)

of the Code. Completion of the Spin-Off is conditioned on GE’s receipt of a written opinion from each of Paul,

Weiss, Rifkind, Wharton & Garrison LLP and Ernst & Young, LLP to the effect that the Spin-Off will qualify for

non-recognition of gain and loss under Section 355 and related provisions of the Code. GE can waive receipt of

the tax opinions as a condition to the completion of the Spin-Off.

The opinion of counsel and the opinion of Ernst & Young, LLP will not address any U.S. state or local or foreign

tax consequences of the Spin-Off. Each opinion assumes that the Spin-Off will be completed according to the

terms of the Separation and Distribution Agreement and relies on the facts as stated in the Separation and

Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement

and a number of other documents.

In addition, the opinion of counsel, the opinion of Ernst & Young, LLP, and the private letter ruling rely on

certain facts, assumptions, representations, and undertakings from GE and us regarding the past and future

conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions,

representations, or undertakings are incorrect or not otherwise satisfied, GE and its stockholders may not be able

to rely on the opinion of counsel, the opinion of Ernst & Young, LLP, or the private letter ruling and could be

subject to significant tax liabilities.

The opinion of counsel and the opinion of Ernst & Young, LLP will not be binding on the IRS or the courts, and

there can be no assurance that the IRS or a court will not take a contrary position. Notwithstanding the opinion of

counsel, the opinion of Ernst & Young, LLP, or the private letter ruling, the IRS could determine on audit that

the Spin-Off or any of certain related transactions is taxable if it determines that any of these facts, assumptions,

representations, or undertakings are not correct or have been violated or if it disagrees with the conclusions in the

opinion that are not covered by the private letter ruling, or for other reasons, including as a result of certain

significant changes in the stock ownership of GE or us after the Spin-Off. If the conclusions expressed in the

opinion of counsel or the opinion of Ernst & Young, LLP are challenged by the IRS, and if the IRS prevails in

such challenge, the tax consequences of the Spin-Off (including the tax consequences to GE and the U.S. Holders

(as defined herein)) could be materially less favorable.

If the Spin-Off were determined not to qualify for non-recognition of gain or loss under Section 355 and related

provisions of the Code, each U.S. Holder who receives our common stock in the Spin-Off would generally be

treated as receiving a distribution in an amount equal to the fair market value of our common stock received,

which would generally result in: (i) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro

rata share of GE’s current or accumulated earnings and profits; (ii) a reduction in the U.S. Holder’s basis (but not

below zero) in GE common stock to the extent the amount received exceeds the stockholder’s share of GE’s

earnings and profits; and (iii) taxable gain from the exchange of GE common stock to the extent the amount

received exceeds the sum of the U.S. Holder’s share of GE’s earnings and profits and the U.S. Holder’s basis in

its GE common stock. See below and “Material U.S. Federal Income Tax Consequences of the Spin-Off.”

If the Spin-Off were determined not to qualify as tax-free for U.S. federal income tax purposes, we could have

an indemnification obligation to GE, which could adversely affect our business, financial condition, cash

flows, and results of operations.

If, as a result of any of our representations being untrue or our covenants being breached, the Spin-Off were

determined not to qualify for non-recognition of gain or loss under Section 355 and related provisions of the

Code, we could be required by the Tax Matters Agreement to indemnify GE for the resulting taxes and related

expenses. Those amounts could be material. Any such indemnification obligation could adversely affect our

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

For example, if we or our stockholders were to engage in transactions that resulted in a 50% or greater change by

vote or value in the ownership of our stock during the four-year period beginning on the date that begins two

years before the date of the Spin-Off, the Spin-Off would generally be taxable to GE, but not to GE stockholders,

under Section 355(e), unless it were established that such transactions and the Spin-Off were not part of a plan or

series of related transactions. If the Spin-Off were taxable to GE due to such a 50% or greater change by vote or

value in the ownership of our stock, GE would recognize gain equal to the excess of the fair market value on the

Distribution Date of our common stock distributed to GE stockholders over GE’s tax basis in our common stock,

and we generally would be required to indemnify GE for the tax on such gain and related expenses. Those

amounts could be material. Any such indemnification obligation could adversely affect our business, financial

condition, cash flows, and results of operations. See “Certain Relationships and Related Person Transactions—

Agreements with GE—Tax Matters Agreement.”

We intend to agree to numerous restrictions to preserve the non-recognition tax treatment of the Spin-Off,

which may reduce our strategic and operating flexibility.

To preserve the tax-free nature of the Spin-Off and related transactions, we intend to agree in the Tax Matters

Agreement to covenants and indemnification obligations that address compliance with Section 355 and related

provisions of the Code, as well as state, local and foreign tax law. These covenants will include certain

restrictions on our activity for a period of two years following the Spin-Off. Specifically, we will be subject to

certain restrictions on our ability to enter into acquisition, merger, liquidation, sale, and stock redemption

transactions with respect to our stock or assets and we may be required to indemnify GE against any resulting tax

liabilities even if we do not participate in or otherwise facilitate the acquisition. Furthermore, we will be subject

to specific restrictions on discontinuing the active conduct of our trade or business, the issuance or sale of stock

or other securities (including securities convertible into our stock but excluding certain compensatory

arrangements), and sales of assets outside the ordinary course of business. These covenants and indemnification

obligations may limit our ability to pursue strategic transactions or engage in new businesses or other

transactions that may maximize the value of our business, and might discourage or delay a strategic transaction

that our stockholders may consider favorable. See “Certain Relationships and Related Person Transactions—

Agreements with GE—Tax Matters Agreement.”

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

We may be unable to achieve the full strategic and financial benefits expected to result from the separation and

distribution, or such benefits may be delayed or not occur at all. We believe that, as an independent, publicly

traded company, we will be able to, among other things, more effectively focus on our own distinct operating

priorities and strategies, enhance our ability to better address specific market dynamics and target innovation,

create incentives for our management and employees that align more closely with our business performance and

the interests of our stockholders, achieve operational simplification and cost savings, and allow us to articulate a

clear investment proposition and tailored capital allocation policy to attract a long-term investor base best suited

to our business needs. We may be unable to achieve some or all of the benefits that we expect to achieve as an

independent company in the time we expect, if at all, for a variety of reasons, including: (i) the completion of the

Spin-Off and compliance with the requirements of being an independent, publicly traded company will require

significant amounts of our management’s time and effort, which may divert management’s attention from

operating and growing our business; (ii) following the Spin-Off, we may be more susceptible to market

fluctuations, actions by activist shareholders, and other adverse events than if we were still a part of GE;

(iii) following the Spin-Off, our businesses will be less diversified than GE’s businesses prior to the separation;

(iv) the other actions required to separate GE’s and our respective businesses could disrupt our operations; and

(v) under the terms of the Tax Matters Agreement, we will be restricted from taking certain actions that could

cause the Spin-Off to fail to qualify as a tax-free transaction and these restrictions may limit us for a period of

time from pursuing strategic transactions and equity issuances or engaging in other transactions that may increase

the value of our business. If we fail to achieve some or all of the benefits that we expect to achieve as an

independent company, or do not achieve them in the time we expect, our business, financial condition, cash

flows, and results of operations could be adversely affected.

The terms we will receive in our agreements with GE could be less beneficial than the terms we may have

otherwise received from unaffiliated third parties.

The agreements we will enter into with GE in connection with the separation will be negotiated prior to the

Spin-Off, at a time when our business will still be operated by GE. Many aspects of the agreements will be

entered into on arms-length terms similar to those that would be agreed with an unaffiliated third party such as a

buyer in a sale transaction, but we will not have an independent board of directors or a management team

independent of GE representing our interests while the agreements are being negotiated. In addition, until the

Spin-Off occurs, we will continue to be a wholly-owned subsidiary of GE and, accordingly, GE will still have the

discretion to determine and change the terms of the separation until the Distribution Date. As a result of these

factors, some of the terms of those agreements may not reflect terms that would have resulted from arm’s-length

negotiations between unaffiliated third parties, and it is possible that we might have been able to achieve more

favorable terms if the circumstances differed. See “Certain Relationships and Related Person Transactions.”

Following the Spin-Off, we could incur substantial additional costs and experience temporary business

interruptions, and we may not be adequately prepared to meet the requirements of an independent, publicly

traded company on a timely or cost-effective basis.

We have historically operated as part of GE, and GE has provided us with various corporate functions. Following

the Spin-Off, GE will not provide us with assistance other than the transition and other services described under

“Certain Relationships and Related Person Transactions.” These services do not include every service that we

have received from GE in the past, and GE is only obligated to provide the transition services for limited periods

following completion of the Spin-Off. Following the Spin-Off and the cessation of any transition services

agreements, we will need to provide internally or obtain from unaffiliated third parties the services we will no

longer receive from GE. We may be unable to replace these services in a timely manner or on terms and

conditions as favorable as those we receive from GE.

In connection with the Spin-Off, we have been installing and implementing information technology infrastructure

to support certain of our business functions, including accounting and financial reporting, human resources, legal

and compliance, communications, and indirect sourcing. We may incur substantially higher costs than currently

anticipated as we transition from the existing transactional and operational systems and data centers we currently

use as part of GE. If we are unable to transition effectively, we may incur temporary interruptions in business

operations. Any delay in implementing, or operational interruptions suffered while implementing, our new

information technology infrastructure could disrupt our business and have a material adverse effect on our results

of operations.

In addition, in connection with the Spin-Off, we will be directly subject to reporting and other obligations under

the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Exchange Act requires

that we file annual, quarterly, and current reports with respect to our business and financial condition. Beginning

with our second required Annual Report on Form 10-K, we intend to comply with Section 404 of the Sarbanes

Oxley Act of 2002, as amended (the “Sarbanes Oxley Act”), which will require annual management assessments

of the effectiveness of our internal control over financial reporting and a report by our independent registered

public accounting firm on the effectiveness of internal control over financial reporting. Under the Sarbanes Oxley

Act, we are also required to maintain effective disclosure controls and procedures. To comply with these

requirements, we may need to upgrade our systems, implement additional financial and management controls,

reporting systems, and procedures and hire additional accounting and finance staff. These reporting and other

obligations may place significant demands on management, administrative, and operational resources, including

accounting systems and resources. If we are unable to upgrade our financial and management controls, reporting

systems, information technology systems, and procedures in a timely and effective fashion, our ability to comply

with financial reporting requirements and other rules that apply to reporting companies under the Exchange Act

could be impaired, and we may be unable to conclude that our internal control over financial reporting is

effective. If we are not able to comply with the requirements of Section 404 of the Sarbanes Oxley Act in a

timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal

control over financial reporting that are deemed to be material weaknesses, the market price of shares of our

common stock could decline and we could be subject to sanctions or investigations by the SEC or other

regulatory authorities, which would require additional financial and management resources.

Moreover, we cannot be certain that these measures would ensure that we implement and maintain adequate

controls over our financial processes and reporting in the future. Even if we were to conclude, and our auditors

were to concur, that our internal control over financial reporting provided reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with U.S. GAAP, because of its inherent limitations, internal control over financial reporting might not prevent

or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for shares of our

common stock, and could adversely affect our ability to access the capital markets.

As an independent, publicly traded company, we may not enjoy the same benefits that we did as a part of GE.

There is a risk that, by separating from GE, we may become more susceptible to market fluctuations and other

adverse events than we would have been if we were still a part of the current GE organizational structure. As part

of GE, we have been able to enjoy certain benefits from GE’s operating diversity, size, purchasing power, cost of

capital, borrowing and bonding capacity, and opportunities to pursue integrated strategies with GE’s other

businesses. As an independent, publicly traded company, we will not have the same benefits. Additionally, as

part of GE, we have been able to leverage GE’s historical reputation, performance, and brand identity to recruit

and retain key personnel to run and operate our business. As an independent, publicly traded company, we will

need to develop new strategies, and it may be more difficult for us to recruit or retain such key personnel.

We have no operating history as an independent, publicly traded company, and our historical combined

financial information is not necessarily representative of the results we would have achieved as an

independent, publicly traded company and may not be a reliable indicator of our future results.

We derived the historical combined financial information included in this Information Statement from GE’s

consolidated financial statements, and this information does not necessarily reflect the results of operations, cash

flows, and financial position we would have achieved as an independent, publicly traded company during the

periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

• Prior to the Spin-Off, we operated as part of GE, and GE performed various corporate functions for us.

Our historical combined financial information reflects allocations of corporate expenses from GE for

these functions. These allocations may not reflect the costs we will incur for similar services in the

future as an independent, publicly traded company.

• We will enter into transactions with GE that did not exist prior to the Spin-Off, such as GE’s provision

of transition and other services, and undertake indemnification obligations, which will cause us to incur

new costs. See “Certain Relationships and Related Person Transactions—Agreements with GE.”

• Our historical combined financial information does not reflect changes that we expect to experience in

the future as a result of our separation from GE, including changes in the financing, cash management,

operations, cost structure, and personnel needs of our business. As part of GE, we enjoyed certain

benefits from GE’s operating diversity, reputation, size, purchasing power, ability to borrow, and

available capital for investments, and we will lose these benefits after the Spin-Off. As an independent

entity, we may be unable to purchase goods, services, and technologies, obtain insurance and health

care benefits, computer software licenses, or other services or licenses, or access capital markets, on

terms as favorable to us as those we obtained as part of GE prior to the Spin-Off, and our results of

operations may be adversely affected.

Following the Spin-Off, we will also face additional costs and demands on management’s time associated with

being an independent, publicly traded company, including costs and demands related to corporate governance,

investor and public relations, and public financial reporting. Our success will depend on our ability to integrate

12 separate businesses operating in various aspects of the power industry into one cohesive company following

the Spin-Off. In addition, we depend on the successful cooperation of our leadership team, who have not

previously led our business. For additional information about our past financial performance and the basis of

presentation of our combined financial statements, see “Unaudited Pro Forma Condensed Combined Financial

Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and

our historical combined financial statements and the notes thereto included elsewhere in this Information

Statement.

Following the Spin-Off, certain of our directors and employees may have actual or potential conflicts of interest

because of their financial interests in GE or because of their previous or continuing positions with GE.

Because of their current or former positions with GE, certain of our expected executive officers and directors

own equity interests in both us and GE. Continuing ownership of GE shares and equity awards could create, or

appear to create, potential conflicts of interest if we and GE face decisions that could have implications for both

us and GE. We expect our Board chair to be a director who currently also serves on the board of directors of GE.

Potential conflicts of interest could arise in connection with the resolution of any dispute between us and GE

regarding the terms of the agreements governing the separation and distribution and our relationship with GE

following the separation and distribution. See “Certain Relationships and Related Person Transactions” for

information about some of these agreements. Potential conflicts of interest may also arise out of any commercial

arrangements that we or GE may enter into in the future. A dispute regarding a potential or actual conflict of

interest involving us and GE could negatively impact our businesses, results of operations, cash flows, and

financial condition. In addition, public perception of such an actual or apparent conflict of interest could pose

reputational risks and expose us to increased scrutiny from investors and regulators.

Prior to the Spin-Off, we will adopt a written code of conduct that will apply to our directors and executive officers,

as well as employees, which intends to promote honest and ethical conduct, including the handling of actual or

apparent conflicts of interests between personal and professional relationships. See “Management—Code of

Conduct.” The Board will also adopt a set of governance principles in connection with the Spin-Off to assist with

governance practices, including a requirement that directors disclose actual or potential conflicts of interest and

recuse themselves from any discussion or decision affecting their personal, business, or professional interests. The

governance principles will also delegate the resolution of any conflict of interest question involving a director or an

executive officer to the Nominating and Governance Committee and the resolution of any conflict of interest issue

involving any other officer of the Company to the CEO. See “Management – Governance Principles” for more

information on the governance principles. In addition, each of our expected officers and directors have confirmed

their ongoing obligation to notify management of their outside activities, which will enable management to monitor

future potential conflicts of interest, whether with GE or other third parties.

Following the Spin-Off, we may not be able to arrange for the termination or replacement of, and the release

of GE and its subsidiaries from, all parent company credit support obligations that remain outstanding.

To support GE Vernova in selling products and services globally, GE often enters into contracts on behalf of GE

Vernova or issues parent company guarantees or trade finance instruments supporting the performance of what

currently are subsidiary legal entities transacting directly with customers of GE Vernova, in addition to providing

similar credit support for some non-customer related activities of GE Vernova (collectively, “GE credit support”,

which GE credit support is further described in the section “Certain Relationships and Related Person Transactions—

Agreements with GE—Separation and Distribution Agreement—Credit Support”). In preparation for 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. The Separation and Distribution

Agreement requires us to use reasonable best efforts to arrange for the termination or replacement of, and the release

of GE and its subsidiaries from, all GE credit support. We may, however, be unable to convince our counterparties to

novate, or assign our obligations (with a release of GE and its subsidiaries) from GE to us. For the obligations that

remain outstanding under GE credit support following the Spin-Off, we will indemnify GE against any amounts paid

in connection with such GE credit support. Commencing on January 1, 2025, we will pay a quarterly fee to GE based

on amounts related to the GE credit support, which could have an adverse effect on our liquidity. Pursuant to the

Separation and Distribution Agreement, we will be subject to certain restrictions and covenants with respect to

contracts underlying GE credit support under which GE or its subsidiaries remain liable, including a prohibition on

certain amendments and on any disposition of such contracts (including indirectly through dispositions of our

subsidiaries). These provisions may restrict us from extending contracts, or amending contracts in a manner which

increases GE’s obligations under, outstanding GE credit support or require us to obtain third-party credit support with

respect to such obligations. In each case, these provisions could delay or prevent the accomplishment of our objectives

and adversely affect our business. In addition, so long as obligations remain outstanding under GE credit support,

unless GE otherwise consents, it will be a condition to any acquisition or change of control of GE Vernova that the

acquiring person have the financial and operational capacity to satisfy those obligations, have unsecured investment

grade ratings and agree to be bound by all the same provisions applicable to us under the Separation and Distribution

Agreement with respect to the GE credit support, or we or such acquiring person will be required to provide third-party

credit support reasonably acceptable to GE with respect to such GE credit support. This condition may discourage,

delay, or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of GE

Vernova, including unsolicited takeover attempts, even though the transaction may offer our stockholders the

opportunity to sell their shares of our common stock at a price above the prevailing market price. For more information

on our obligations pertaining to the GE credit support, see “Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Liquidity—Parent Company Credit Support” and “Certain Relationships and

Related Person Transactions—Separation and Distribution Agreement—Credit Support.”

We or GE may fail to perform under various transaction agreements that will be executed as part of the separation.

In connection with the separation, and prior to the Spin-Off, we and GE will enter into various transaction

agreements related to the Spin-Off. All of these agreements will also govern our relationship with GE following

the Spin-Off. We will rely on GE to satisfy its performance obligations under these agreements. If we or GE are

unable to satisfy our or its respective obligations under these agreements, including indemnification obligations,

our business, results of operations, cash flows, and financial condition could be adversely affected. See “Certain

Relationships and Related Person Transactions.”

Certain non-U.S. entities or assets that are part of our separation from GE may not be transferred to us prior

to the Spin-Off or at all.

Certain non-U.S. entities and assets that are part of our separation from GE may not be transferred prior to the

Spin-Off because the entities or assets, as applicable, are subject to foreign government or third-party approvals

that we may not receive prior to the Spin-Off. Such approvals may include, but are not limited to, approvals to

merge or demerge, to form new legal entities (including obtaining required registrations and/or licenses or

permits), and to transfer assets and/or liabilities. It is currently anticipated that most material transfers will occur

without delays beyond the Distribution Date, but we cannot offer any assurance that such transfers will

ultimately occur or not be delayed for an extended period of time. To the extent such transfers do not occur prior

to the Spin-Off, under the Separation and Distribution Agreement, the economic consequences of owning such

assets and/or entities will, to the extent reasonably possible and permitted by applicable law, be provided to us. In

the event such transfers do not occur or are significantly delayed because we do not receive the required

approvals, we may not realize all of the anticipated benefits of our separation from GE and we may be dependent

on GE for transition services for a longer period of time than would otherwise be the case.

Transfer or assignment to us of some contracts, joint ventures, and other assets will require the consent of a

third party. If such consent is not given or if its requirement is used to obtain more favorable contractual

terms, we may not be entitled to some or all of the benefit of such contracts, joint ventures, investments, and

other assets in the future.

Transfer or assignment of some of the contracts, joint ventures, and other assets in connection with the Spin-Off and

change of control in the ownership structure following the Spin-Off will require the consent of a third party to the

transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of contracts, and we will need to

enter into a new agreement with the third party to replicate the existing contract or assign the portion of the existing

contract related to our business. While we will endeavor to cause these contract and joint ventures transfers,

assignments, consents, and new agreements to be obtained prior to the Spin-Off, we may not be able to obtain all

required consents or enter into all such agreements, as applicable, until after the Distribution Date. Some parties

may use the requirement of a consent to seek more favorable contractual terms from us, which could require us to

accept a lower economic benefit from the contract or joint venture or include our having to obtain letters of credit or

other forms of credit support. If we are unable to obtain such consents or such credit support on commercially

reasonable and satisfactory terms, we may be unable to obtain some of the benefits, assets, and contractual

commitments that are intended to be allocated to us as part of the Spin-Off. In addition, where we do not intend to

seek consent from third-party counterparties based on our understanding that no consent is required, the third-party

counterparties may challenge the transaction on the basis that the terms of the applicable commercial arrangements

require their consent. We may incur substantial litigation and other costs in connection with any such claims and, if

we do not prevail, our ability to use these assets could be adversely impacted.

We cannot provide assurance that all such required third-party consents and agreements will be procured or put

in place, as applicable, prior to the Distribution Date. Consequently, we may not realize certain of the benefits

that are intended to be allocated to us as part of the Spin-Off.

Risks Relating to Our Common Stock and the Securities Market

No market for our common stock currently exists and an active trading market may not develop or be

sustained after the Spin-Off. Following the Spin-Off, our stock price may fluctuate significantly, and there

can be no assurance that the combined trading prices of our and GE’s common stock would exceed the

trading price of GE common stock absent the Spin-Off.

There is currently no public market for our common stock. In connection with the Spin-Off, we have applied to

list our common stock on the New York Stock Exchange. We anticipate that before the Distribution Date, trading

of shares of our common stock will begin on a “when-issued” basis and this trading will continue through the

Distribution Date. However, an active trading market for our common stock may not develop as a result of the

Spin-Off or may not be sustained in the future. The lack of an active market may make it more difficult for

stockholders to sell our shares and could lead to our share price being depressed or volatile.

We cannot predict the prices at which our common stock may trade after the Spin-Off or whether the combined

trading prices of a share of our common stock and a share of GE’s common stock will be less than, equal to, or

greater than the trading price of a share of GE common stock prior to the Spin-Off. The market price of our

common stock may fluctuate widely depending on many factors, some of which may be beyond our control.

Furthermore, our business profile and market capitalization may not fit the investment objectives of some GE

stockholders and, as a result, these GE stockholders may sell their shares of our common stock after the

Spin-Off. See “—Substantial sales of our common stock may occur in connection with the Spin-Off, or in the

future, which could cause our stock price to decline or be volatile.” Low trading volume for our stock, which

may occur if an active trading market does not develop, among other reasons, would amplify the effect of the

above factors on our stock price volatility. Should the market price of our shares drop significantly, stockholders

may institute securities class action lawsuits against us. A lawsuit against us could cause us to incur substantial

costs and could divert the time and attention of our management and other resources.

Substantial sales of our common stock may occur in connection with the Spin-Off, or in the future, which

could cause our stock price to decline or be volatile.

GE stockholders receiving shares of our common stock in the Spin-Off may sell those shares immediately in the

public market. It is likely that some GE stockholders, including some of its larger stockholders, will sell their shares

of our common stock received in the Spin-Off if, for reasons such as our business profile or market capitalization as

an independent company, we do not fit their investment objectives or, in the case of index funds, we are not a

participant in the index in which they are investing. The sales of significant amounts of our common stock or the

perception in the market that such sales might occur may decrease the market price of our common stock.

We will evaluate whether to pay cash dividends on shares of our common stock in the future, and the terms of

our indebtedness may limit our ability to pay dividends on shares of our common stock.

As an independent, publicly traded company, we will be determining the optimal allocation of capital to achieve

the company’s strategy and deliver competitive returns to our stockholders, including whether to pay cash

dividends to our stockholders. The timing, declaration, amount, and payment of future dividends to stockholders,

if any, will fall within the discretion of our Board. Our Board’s decisions regarding the payment of dividends will

depend on consideration of many factors, such as our financial condition, earnings, sufficiency of distributable

reserves, opportunities to retain future earnings for use in the operation of our business and to fund future growth,

capital requirements, debt service obligations, legal requirements, regulatory constraints, and other factors that

our Board deems relevant. For more information, See “Dividend Policy.” There can be no assurance that we will

pay a dividend in the future or continue to pay any dividend if we do commence paying dividends.

Holders of our common stock may be diluted due to equity issuances.

In the future, holders of our common stock may be diluted because of equity issuances for acquisitions, capital

market transactions, or otherwise, including any equity awards that we will grant to our directors, officers, and

employees. Our employees will have stock-based awards that correspond to shares of our common stock after the

Spin-Off as a result of the conversion of and/or adjustments to their GE stock-based awards. Such awards will

have a dilutive effect on our earnings per share, which could adversely affect the market price of our common

stock. We also plan to issue additional stock-based awards, including annual awards, new hire awards, and

periodic retention awards, as applicable, to our directors, officers, and other employees under our employee

benefits plans as part of our ongoing equity compensation program.

The rights associated with our common stock will differ from the rights associated with GE common stock.

Upon completion of the Spin-Off, the rights of GE stockholders who become our stockholders will be governed

by our certificate of incorporation, bylaws, and Delaware law. The rights associated with GE shares are different

from the rights associated with our shares. In addition, the rights of GE stockholders are governed by New York

law, while the rights of our stockholders will be governed by Delaware law. Material differences between the

rights of stockholders of GE and the rights of our stockholders include differences with respect to, among other

things, anti-takeover measures and the fact that we will have a classified board. See “Description of Our Capital

Stock—Certain Provisions of Delaware Law, Our Certificate of Incorporation, and Bylaws.”

Certain provisions in our certificate of incorporation, bylaws, the Separation and Distribution Agreement, and

Delaware law may discourage takeovers and limit the power of our stockholders.

Several provisions of our certificate of incorporation, bylaws, the Separation and Distribution Agreement, and

Delaware law may discourage, delay, or prevent a merger or acquisition. These include, among others, provisions that

(i) establish a classified board of directors so that not all members are elected at one time, which could delay the ability

of stockholders to change the membership of a majority of our board of directors; (ii) provide for the removal of

directors only for cause during the time the Board is classified; (iii) establish advance notice requirements for

stockholder nominations and proposals; (iv) limit the ability of stockholders to call special meetings or act by written

consent; (v) provide the Board the right to issue shares of preferred stock without stockholder approval; and

(vi) provide for the ability of our directors, and not stockholders, to fill vacancies on the Board (including those

resulting from an enlargement of the Board). We are subject to Section 203 of the Delaware General Corporation Law

(“DGCL”), which could have the effect of delaying or preventing a change of control that you may favor. See

“Description of Our Capital Stock.” In addition, we will be subject to the restrictions on change of control transactions

under the Separation and Distribution Agreement described under “Certain Relationships and Related Person

Transactions—Agreements with GE—Separation and Distribution Agreement—Credit Support.”

These and other provisions of our certificate of incorporation, bylaws, the Separation and Distribution

Agreement, and Delaware law, as well as the restrictions in our Tax Matters Agreement (see “Certain

Relationships and Related Person Transactions—Agreements with GE—Tax Matters Agreement”), may

discourage, delay, or prevent certain types of transactions involving an actual or a threatened acquisition or

change in control of GE Vernova, including unsolicited takeover attempts, even though the transaction may offer

our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market

price. Our Board believes these provisions will protect our stockholders from coercive or otherwise unfair

takeover tactics by requiring potential acquirers to negotiate with the Board and by providing the Board with

more time to assess any acquisition proposal. These provisions will apply even if the offer may be considered

beneficial by some stockholders and could delay or prevent an acquisition that the Board determines is not in our

and our stockholders’ best interests. See “Description of Our Capital Stock.”

Our certificate of incorporation will provide that certain courts in the State of Delaware or the federal district

courts of the United States will be the sole and exclusive forum for substantially all disputes between us and

our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes

with us or our directors, officers, or employees.

Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum,

the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative

action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any

current or former director, officer, employee, agent, or stockholder to us or our stockholders, any action asserting a

claim arising pursuant to the DGCL, the certificate of incorporation or the bylaws, or any action asserting a claim

governed by the internal affairs doctrine. However, if the Court of Chancery within the State of Delaware lacks

jurisdiction over such action, the action may be brought in another court of the State of Delaware or, if no court of the

State of Delaware has jurisdiction, then in the United States District Court for the District of Delaware. Additionally,

our certificate of incorporation will state that the foregoing provision will not apply to claims arising under the

Securities Act. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the

United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action

arising under the Securities Act. The exclusive forum provisions will be applicable to the fullest extent permitted by

applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over

all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As

a result, the exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the

Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. There is, however,

uncertainty as to whether a court would enforce the exclusive forum provisions, and investors cannot waive

compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, Section 22 of the

Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or

liability created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed

to have notice of and, to the fullest extent permitted by law, to have consented to the provisions of our certificate

of incorporation described above. The choice of forum provision may result in increased costs for investors to

bring a claim. Further, the choice of forum provision may limit a stockholder’s ability to bring a claim in a

judicial forum that it finds favorable for disputes with us or our directors, officers, other employees, or

stockholders, which may discourage such lawsuits against us and our directors, officers, other employees, or

stockholders. However, the enforceability of similar forum provisions in other companies’ certificates of

incorporation has been challenged in legal proceedings. If a court were to find the exclusive choice of forum

provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may

incur additional costs associated with resolving such action in other jurisdictions.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Information Statement may constitute “forward-looking statements” that

involve risks and uncertainties. Forward-looking statements are based on our current assumptions regarding

future business and financial performance. These statements by their nature address matters that are uncertain to

different degrees. Forward-looking statements provide current expectations of future events based on certain

assumptions and include any statement that does not directly relate to any historical or current fact. Words such

as “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may

identify such forward-looking statements. Any forward-looking statement in this Information Statement speaks

only as of the date on which it is made. Although we believe that the forward-looking statements contained in

this Information Statement are based on reasonable assumptions, you should be aware that many factors could

affect our actual financial results, cash flows, or results of operations and could cause actual results to differ

materially from those in such forward-looking statements, including but not limited to:

• our strategy, outcomes, and growth prospects;

• significant disruptions in our operations or supply chain;

• potential failures in managing customer relationships and customer contracts;

• general economic trends and trends in the industry, including market and other dynamics related to

decarbonization, and markets in which we operate;

• actual or perceived quality or safety issues in our products, solutions and services;

• the competitive environment in which we operate;

• our business dealings involving third-party partners in various markets;

• modifications to governmental incentives or policies that support renewable energy;

• our ability to compete successfully;

• our ability to develop and introduce new technologies;

• our ability to meet ESG expectations or standards and achieve our ESG goals;

• our ability to attract and retain highly qualified personnel;

• our ability to obtain, maintain, protect, and effectively enforce our intellectual property rights;

• the risks from acquisitions, collaborations, and dispositions;

• damage to our reputation;

• our ability to comply with complex and increasing legal and regulatory requirements;

• the failure to protect our intellectual property or allegations that we have infringed the intellectual

property of others;

• cybersecurity and privacy considerations;

• legal proceedings and investigatory risks;

• extensive laws and regulations;

• environmental matters;

• tax matters;

• the impact of the commercial and credit environment on our access to capital;

• exposure to interest rate and currency risk;

• GE’s failure to complete the Spin-Off as planned or at all;

• our failure to manage the transition to a stand-alone public company or achieve some or all of the

benefits we expect to achieve from the Spin-Off;

• the risk of an active trading market not developing or being sustained;

• the risk of significant volatility in our stock price; and

• certain factors discussed elsewhere in this Information Statement.

These and other factors are more fully discussed in the “Risk Factors” and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” sections and elsewhere in this Information

Statement. Those cautionary statements are not exclusive and are in addition to other factors discussed elsewhere

in this Information Statement. Except as required by law, we assume no obligation to update or revise any

forward-looking statements.

THE SPIN-OFF

Background

On November 9, 2021, GE announced its plans to form three industry-leading, global investment grade public

companies: (i) GE Aerospace, (ii) GE HealthCare, and (iii) GE’s energy business, GE Vernova. The GE

HealthCare Spin-Off was completed on January 3, 2023. To consummate the Spin-Off of GE Vernova, GE is

undertaking the Reorganization Transactions and, following the Reorganization Transactions, will distribute all

of the outstanding shares of our common stock to holders of GE’s common stock on a pro rata basis.

On , 2024, the GE Board approved the distribution of all of the issued and outstanding shares of our

common stock, on the basis of share of our common stock for every shares of GE common

stock held as of the close of business on the record date of , 2024.

On , 2024, the Distribution Date, each GE stockholder will receive share of our common

stock for every shares of GE common stock held at close of business on the record date. Following the

Spin-Off, we will operate independently from GE. No approval of GE’s stockholders is required in connection

with the Spin-Off, and GE’s stockholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the GE Board’s waiver, to the extent permitted by law,

of a number of conditions. In addition, GE may at any time until the Spin-Off decide to abandon the Spin-Off or

modify or change the terms of the Spin-Off. For a more detailed discussion, see “—Conditions to the Spin-Off.”

Reasons for the Spin-Off

In 2021, the GE Board authorized a review of GE’s business portfolio and capital allocation options, with the

goal of enhancing shareholder value. Due to differences in operational and strategic focus between GE’s different

businesses and because the renewable energy, power, and digital industries are highly complex and global

markets that would benefit from the focus and investment by an independent company, GE considered a variety

of alternatives for separating the GE Vernova business from GE. As part of its review process, GE evaluated a

range of potential structural alternatives in addition to the Spin-Off, including potential opportunities for sales

and other separation transactions. In this process, GE also evaluated potential options for maintaining its existing

businesses and structure.

As part of this evaluation, the GE Board considered a number of factors, including strategic clarity and flexibility

for GE and GE Vernova after the Spin-Off, the ability of the GE Vernova business to compete and operate

efficiently in the renewable energy, power and digital markets (including the ability to retain and attract

management talent), the financial profile of GE Vernova, GE Vernova’s ability to enhance merger, acquisition,

and other capital allocation strategies for its focus areas, the expected tax impact of each structural alternative,

and the potential reaction of investors. After evaluating these and other considerations, the GE Board concluded

that the other alternatives considered did not present the same advantages as the Spin-Off, that the separation of

the GE Vernova business from the remainder of GE as a stand-alone, public company is the most attractive

alternative for enhancing long-term stockholder value and that proceeding with the Spin-Off would be in the best

interests of GE and its stockholders.

In particular, the GE Board considered the following potential benefits in making the determination to

consummate the Spin-Off:

• Enhanced Strategic and Operational Focus: The Spin-Off will permit both us and GE, and our

respective management teams and boards of directors, to more effectively focus on pursuing distinct

operating strategies and to leverage our deep domain expertise. As a result, we will have greater agility

to deliver market-leading innovation across our products, services, and solutions. This will enable each

company to better serve and adapt faster to clients’ changing needs. After our separation from GE, GE

intends to focus on GE Aerospace.

• Strong Financial Profile to Support Growth: The Spin-Off will enable each company to maintain

investment grade credit ratings and strong financial characteristics and to independently drive growth

and investment to better address specific market dynamics and target innovation.

• More Flexible and Efficient Allocation of Capital: The Spin-Off is expected to allow each company to

use its securities to pursue and achieve strategic objectives including executing on acquisitions and

other growth opportunities.

• Alignment of Incentives with Performance: The Spin-Off will enable each company to create

incentives for its management and employees that align more closely with business performance and

the interests of their respective stockholders, which is also expected to help each company attract,

retain, and motivate highly qualified personnel.

• Attracting a Focused Investor Base: The Spin-Off allows each company to articulate a clear

investment proposition and tailored capital allocation policy to attract a long-term investor base best

suited to its business needs.

In determining whether to consummate the Spin-Off, the GE Board considered the costs and risks associated with

the transaction, including the costs associated with preparing GE Vernova to become an independent, publicly

traded company, the risk of volatility in our stock price immediately following the Spin-Off due to sales by GE

stockholders whose investment objectives may no longer be met by shares of our common stock, the time it may

take for us to attract our optimal stockholder base, the possibility of disruptions in our business as a result of the

Spin-Off, the risk that the combined trading prices of shares of our common stock and the shares of common

stock of GE after the Spin-Off may drop below the trading price of shares of common stock of GE before the

Spin-Off, and the loss of synergies and scale, including the benefits of capital allocation operating as one

company. Notwithstanding these costs and risks, taking into account the factors discussed above, GE determined

that the Spin-Off provided the best opportunity to achieve the above benefits and enhance long-term stockholder

value. Please refer to the “Risk Factors—Risks Relating to the Spin-Off” elsewhere in this Information Statement

for additional considerations.

When and How You Will Receive Our Shares

GE will distribute to its stockholders, as a pro rata distribution, share of our common stock for every

shares of GE common stock outstanding as of , 2024, the Record Date of the Spin-Off.

Prior to the Spin-Off, GE will deliver all of the issued and outstanding shares of our common stock to the

Distribution Agent. Equiniti Trust Company, LLC will serve as Distribution Agent in connection with the

Spin-Off and as transfer agent and registrar for our common stock.

If you own GE common stock as of the close of business on the Record Date, and you retain your entitlement to

receive the shares of our common stock through the Distribution Date, the shares of our common stock that you

are entitled to receive in the Spin-Off will be issued to your account as follows:

• Registered stockholders. If you own your shares of GE common stock directly through GE’s transfer

agent, you are a registered stockholder. In this case, the Distribution Agent will credit the whole shares

of our common stock you receive in the Spin-Off by way of direct registration in book-entry form to a

new account with our transfer agent. Registration in book-entry form refers to a method of recording

share ownership where no physical stock certificates are issued to stockholders, as is the case in the

Spin-Off. You will be able to access information regarding your book-entry account for our shares at

www.shareowneronline.com or by calling 1-888-999-0031.

• “Street name” or beneficial stockholders. If you own your shares of GE common stock beneficially

through a bank, broker, or other nominee, the bank, broker, or other nominee holds the shares in “street

name” and records your ownership on its books. In this case, your bank, broker, or other nominee will

credit your account with the whole shares of our common stock that you receive in the Spin-Off on or

shortly after the Distribution Date. We encourage you to contact your bank, broker, or other nominee if

you have any questions concerning the mechanics of having shares held in “street name.”

If you sell any of your shares of GE common stock after the Record Date but on or before the Distribution Date,

the buyer of those shares, rather than you, may in some circumstances be entitled to receive the shares of our

common stock to be distributed in respect of the GE shares you sold. See “—Trading Prior to the Distribution

Date.”

We are not asking GE stockholders to take any action in connection with the Spin-Off. We are not asking you for

a proxy and request that you not send us a proxy. We are also not asking you to make any payment or surrender

or exchange any of your shares of GE common stock for shares of our common stock. The number of

outstanding shares of GE common stock will not change as a result of the Spin-Off.

Number of Shares You Will Receive

On the Distribution Date, you will be entitled to receive share of our common stock for every

shares of GE common stock that you hold on the Record Date.

Treatment of Fractional Shares

The Distribution Agent will not distribute any fractional shares of our common stock in connection with the

Spin-Off. Instead, the Distribution Agent will aggregate all fractional shares into whole shares and sell the whole

shares in the open market at prevailing market prices on behalf of GE stockholders entitled to receive a fractional

share. The Distribution Agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees,

transfer taxes, and other costs, pro rata to these holders (net of any required withholding for taxes applicable to

each holder). The Distribution Agent will, in its sole discretion, without any influence by GE or us, determine

when, how, through which broker-dealer, and at what price to sell the whole shares. The Distribution Agent is

not, and any broker-dealer used by the Distribution Agent will not be, an affiliate of either GE or us.

The Distribution Agent will send to each registered holder of GE common stock entitled to a fractional share a

check in the cash amount deliverable in lieu of that holder’s fractional share as soon as practicable following the

Distribution Date. We expect the Distribution Agent to take about two weeks after the Distribution Date to

complete the distribution of cash in lieu of fractional shares to GE stockholders. If you hold your shares through

a bank, broker, or other nominee, your bank, broker, or nominee will receive, on your behalf, your pro rata share

of the aggregate net cash proceeds of the sales. No interest will be paid on any cash you receive in lieu of a

fractional share. The cash you receive in lieu of a fractional share will generally be taxable to you for U.S.

federal income tax purposes. See “Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Treatment of Equity Awards

GE equity awards outstanding as of the Distribution Date that are expected to be converted, in whole or in part,

into GE Vernova equity awards, are described below.

Stock Option and Restricted Stock Unit Awards Held by GE Vernova Employees and Performance Share

Award Held by GE’s CEO

As of the Distribution Date, (i) each outstanding GE stock option and restricted stock unit award (including any

performance stock unit award) that is held immediately prior to the Spin-Off by an employee of GE Vernova or

one of its subsidiaries and (ii) a portion of the outstanding performance share award held by GE’s CEO

immediately prior to the Spin-Off will be converted into a respective stock option, restricted stock unit or

performance share award denominated in shares of our common stock. Each of our converted awards will

generally be subject to the same terms, vesting conditions and other restrictions that applied to the original GE

award immediately before the Spin-Off, except that performance-vesting conditions, as applicable, will be

adjusted to reflect the Spin-Off.

Director Deferred Stock Units

As of the Distribution Date, a portion of each outstanding GE deferred stock unit held by a current or former

director of GE will be converted into a deferred stock unit relating to shares of our common stock. GE will retain

the liability for our deferred stock units held by each current and former director of GE; except that GE Vernova

will assume the liability for dividend payments made in respect of converted deferred stock units held by a GE

director immediately prior to the Distribution Date who serves on the board of GE Vernova after the Distribution

Date. Our deferred stock units will generally be subject to the same terms, payment timing rules and other

restrictions that applied to the original GE deferred stock units immediately before the Spin-Off.

Results of the Spin-Off

After the Spin-Off, we will be an independent, publicly traded company. Immediately following the Spin-Off, we

expect to have approximately shares of our common stock outstanding, based on the number of GE

shares of common stock outstanding on , 2024. The actual number of shares of our common stock GE

will distribute in the Spin-Off will depend on the actual number of shares of GE common stock outstanding on the

Record Date, which will reflect any issuance of new shares, vesting of equity awards, or exercises of outstanding

options pursuant to GE’s equity plans, and any repurchase of GE shares by GE under its common stock repurchase

program, on or prior to the Record Date. Shares of GE common stock held by GE as treasury shares will not be

considered outstanding for purposes of, and will not be entitled to participate in, the Spin-Off. The Spin-Off will not

affect the number of outstanding shares of GE common stock or any rights of GE stockholders. However, following

the Spin-Off, the equity value of GE will no longer reflect the value of the GE Vernova business. Although GE

believes that our separation from GE offers its stockholders the greatest long-term value, there can be no assurance

that the combined trading prices of the GE common stock and our common stock will equal or exceed what the

trading price of GE common stock would have been in absence of the Spin-Off.

Before our separation from GE, we intend to enter into the Separation and Distribution Agreement and several

other agreements with GE related to the Spin-Off. These agreements will govern the relationship between us and

GE up to and after completion of the Spin-Off and allocate between us and GE various assets, liabilities, rights

and obligations, including employee benefits, environmental, intellectual property, and tax-related assets and

liabilities. We describe these arrangements in greater detail under “Certain Relationships And Related Person

Transactions—Agreements with GE.”

Listing and Trading of Our Common Stock

As of the date of this Information Statement, we are a wholly-owned subsidiary of GE. Accordingly, no public

market for our common stock currently exists, although a “when-issued” market in our common stock may

develop prior to the Spin-Off. See “—Trading Prior to the Distribution Date” below for an explanation of a

“when-issued” market. We have applied to list our shares of common stock on the New York Stock Exchange

under the ticker symbol “GEV.” Following the Spin-Off, GE common stock will continue to trade on the New

York Stock Exchange under the ticker symbol “GE.”

Although GE believes that our separation from GE offers its stockholders the greatest long-term value, neither

we nor GE can assure you as to the trading price of GE common stock or our common stock after the Spin-Off,

or as to whether the combined trading prices of our common stock and the GE common stock after the Spin-Off

will equal or exceed the trading prices of GE common stock prior to the Spin-Off. The trading price of our

common stock may fluctuate significantly following the Spin-Off.

The shares of our common stock distributed to GE stockholders will be freely transferable, except for shares

received by individuals who are our affiliates. Individuals who may be considered our affiliates after the

Spin-Off include individuals who control, are controlled by, or are under common control with us, as those terms

generally are interpreted for federal securities law purposes. These individuals may include some or all of our

directors and executive officers. Individuals who are our affiliates will be permitted to sell their shares of our

common stock only pursuant to an effective registration statement under the Securities Act of 1933, or the

“Securities Act,” or an exemption from the registration requirements of the Securities Act, such as those afforded

by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

Trading Prior to the Distribution Date

We expect a “when-issued” market in our common stock to develop as early as three days prior to the

Distribution Date and continue up to and including the Distribution Date. “When-issued” trading refers to a sale

or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity

have not yet been distributed. If you own shares of GE common stock at the close of business on the Record

Date, you will be entitled to receive shares of our common stock in the Spin-Off. You may trade this entitlement

to receive shares of our common stock, without the shares of GE common stock you own, on the “when-issued”

market. We expect “when-issued” trades of our common stock to settle within two trading days after the

Distribution Date. On the first trading day following the Distribution Date, we expect that “when-issued” trading

of our common stock will end and “regular-way” trading will begin.

We also anticipate that, as early as three days prior to the Distribution Date and continuing up to and including

the Distribution Date, there will be two markets in GE common stock: a “regular-way” market and an

“ex-distribution” market. Shares of GE common stock that trade on the regular-way market will trade with an

entitlement to receive shares of our common stock in the Spin-Off. Shares that trade on the ex-distribution

market will trade without an entitlement to receive shares of our common stock in the Spin-Off. Therefore, if you

sell shares of GE common stock in the regular-way market up to and including the Distribution Date, you will be

selling your right to receive shares of our common stock in the Spin-Off. However, if you own shares of GE

common stock at the close of business on the Record Date and sell those shares on the ex-distribution market up

to and including the Distribution Date, you will still receive the shares of our common stock that you would

otherwise be entitled to receive in the Spin-Off.

If “when-issued” trading occurs, the listing for our common stock is expected to be under a trading symbol

different from our regular-way trading symbol. We will announce our “when-issued” trading symbol when and if

it becomes available. If the Spin-Off does not occur, all “when-issued” trading will be null and void.

Conditions to the Spin-Off

We expect that the Spin-Off will be effective on the Distribution Date, provided that the following conditions

shall have been satisfied or waived by GE:

• the GE Board shall have approved the Spin-Off and not withdrawn such approval, and shall have

declared the dividend of our common stock to GE stockholders;

• the Separation and Distribution Agreement, as well as the ancillary agreements contemplated by the

Separation and Distribution Agreement, shall have been executed by each party to those agreements;

• the SEC shall have declared effective our Registration Statement on Form 10, of which this

Information Statement is a part, under the Exchange Act, and no stop order suspending the

effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall

be pending before or threatened by the SEC;

• our common stock shall have been accepted for listing on a national securities exchange approved by

GE, subject to official notice of issuance;

• GE shall have received the written opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, which

shall remain in full force and effect, regarding the intended tax treatment of the Spin-Off under the

Code;

• GE shall have received the written opinion of Ernst & Young, LLP, which shall remain in full force

and effect, regarding the intended tax treatment of the Spin-Off under the Code;

• the Reorganization Transactions shall have been completed (other than those steps that are expressly

contemplated to occur at or after the Spin-Off);

• no order, injunction, or decree issued by any governmental authority of competent jurisdiction or other

legal restraint or prohibition preventing consummation of the Spin-Off shall be in effect, and no other

event outside the control of GE shall have occurred or failed to occur that prevents the consummation

of the Spin-Off;

• no other events or developments shall have occurred prior to the Spin-Off that, in the judgment of the

GE Board, would result in the Spin-Off having a material adverse effect on GE or its stockholders;

• prior to the Distribution Date, the Notice of Internet Availability of this Information Statement or this

Information Statement shall have been mailed to the holders of GE common stock as of the Record

Date; and

• certain other conditions set forth in the Separation and Distribution Agreement.

Any of the above conditions may be waived by the GE Board to the extent such waiver is permitted by law. If the

GE Board waives any condition prior to the effectiveness of the Registration Statement on Form 10, of which this

Information Statement forms a part, or change the terms of the Spin-Off, and the result of such waiver or change

is material to GE stockholders, we will file an amendment to the Registration Statement on Form 10, of which

this Information Statement forms a part, to revise the disclosure in the Information Statement accordingly. In the

event that GE waives a condition or changes the terms of the Spin-Off after this Registration Statement on Form

10 becomes effective and such waiver or change is material to GE stockholders, we would communicate such

waiver or change to GE’s stockholders by filing a Form 8-K describing the waiver or change.

The fulfillment of the above conditions will not create any obligation on GE’s part to complete the Spin-Off. We

are not aware of any material federal, foreign, or state regulatory requirements with which we must comply, other

than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing

of our common stock and the SEC’s declaration of the effectiveness of the Registration Statement, in connection

with the Spin-Off. GE may at any time until the Spin-Off decide to abandon the Spin-Off or modify or change

the terms of the Spin-Off.

Reasons for Furnishing This Information Statement

We are furnishing this Information Statement solely to provide information to GE’s stockholders who will

receive shares of our common stock in the Spin-Off. You should not construe this Information Statement as an

inducement or encouragement to buy, hold, or sell any of our securities or any securities of GE. We believe that

the information contained in this Information Statement is accurate as of the date set forth on the cover. Changes

to the information contained in this Information Statement may occur after that date, and neither we nor GE

undertakes any obligation to update the information except in the normal course of our and GE’s public

disclosure obligations and practices.

DIVIDEND POLICY

As an independent, publicly traded company, we will be determining the optimal allocation of capital to achieve

the company’s strategy and deliver competitive returns to our stockholders, including whether to pay cash

dividends to our stockholders. The timing, declaration, amount, and payment of future dividends to stockholders,

if any, will fall within the discretion of our Board. Among the items we will consider when establishing a

dividend policy will be the capital needs of GE Vernova and opportunities to retain future earnings for use in the

operation of our business and to fund future growth. There can be no assurance that we will pay a dividend in the

future or continue to pay any dividend if we do commence the payment of dividends.

CAPITALIZATION

The following table sets forth our Cash, cash equivalents, and restricted cash and capitalization as of

December 31, 2023, on a historical basis and on a pro forma basis to give effect to the Spin-Off and the

transactions related to the Spin-Off, as if they occurred on December 31, 2023. You should review the following

table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of

Operations,” our audited combined financial statements and the notes thereto, and our unaudited pro forma

condensed combined financial statements and the notes thereto included elsewhere in this Information Statement.

As of December 31, 2023

($ in millions) Historical Pro Forma

Assets

Cash, cash equivalents and restricted cash(a) $1,551 $3,597

Liabilities

Total debt(a) 129 129

Stockholders’ equity

Net parent investment 8,051 —

Common stock — [Š]

Additional paid-in capital — [Š]

Accumulated other comprehensive income (loss) – net attributable to GE

Vernova (635) (635)

Total equity attributable to GE Vernova 7,416 8,004

Noncontrolling interests 964 964

Total equity 8,380 8,968

Total capitalization $8,509 $9,097

(a) In connection with the Spin-Off, we expect to receive a net cash contribution from GE to be used for our

future operations such that our cash balance on the date of the completion of the Spin-Off will be

approximately $4.2 billion, of which $603 million is reported in Assets of business held for sale as of

December 31, 2023 related to the planned sale of a portion of our Steam business to Electricité de France

S.A. (“EDF”). At the time of sale, a portion of the cash consideration that we will receive from EDF will

compensate us for the amount of cash recorded in Assets of business held for sale.

In addition, we intend to enter into a $3.0 billion committed revolving credit facility. The facility is not

expected to be utilized at the closing of the Spin-Off, however, we expect to use this facility to fund

near-term intra-quarter working capital needs. We also intend to enter into a $3.0 billion committed trade

finance facility. The trade finance facility is not expected to be utilized and will not provide direct liquidity

to GE Vernova. The terms of such indebtedness are subject to change and will be finalized prior to the

closing of the Spin-Off. See “Unaudited Pro Forma Condensed Combined Financial Statements,” and

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources.”

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements consist of the unaudited pro forma

condensed combined statement of income (loss) for the year ended December 31, 2023 and the unaudited pro

forma condensed combined statement of financial position as of December 31, 2023.

The unaudited pro forma condensed combined financial statements reflect adjustments to our historical audited

combined statement of income (loss) for the year ended December 31, 2023 and our historical audited combined

statement of financial position as of December 31, 2023.

The unaudited pro forma condensed combined statement of income (loss) gives effect to the Spin-Off and related

transactions, described below, as if they had occurred on January 1, 2023, the beginning of our most recently

completed fiscal year. The unaudited pro forma condensed combined statement of financial position gives effect

to the Spin-Off and related transactions as if they occurred as of December 31, 2023, our latest statement of

financial position date.

The unaudited pro forma condensed combined financial statements have been prepared to reflect transaction

accounting and autonomous entity adjustments to present the financial condition and results of operations as if

we were a separate stand-alone entity. In addition, the unaudited pro forma condensed combined financial

statements include a presentation of management adjustments that management believes are necessary to

enhance an understanding of the pro forma effects of the transaction. The unaudited pro forma condensed

combined financial statements have been adjusted to give effect to the following (collectively, the “Pro Forma

Transactions”):

• the contribution of assets and liabilities that comprise our business by GE and the retention by GE of

certain specified assets and liabilities reflected in our historical combined financial statements, in each

case, pursuant to the Separation and Distribution Agreement;

• the expected transfer to us, prior to or concurrent with the Spin-Off, of various GE assets and liabilities

not included in our historical combined statement of financial position;

• the anticipated post Spin-Off capital structure, including the issuance of approximately shares

of our common stock to holders of GE common stock in connection with the Spin-Off;

• the impact of the Tax Matters Agreement to be entered into with GE in connection with the Spin-Off;

• the impact of the Transition Services Agreements and other commercial agreements to be entered into

with GE in connection with the Spin-Off (see “Certain Relationships and Related Person

Transactions”);

• transaction and incremental income and costs expected to be incurred as an autonomous entity and

specifically related to the Spin-Off; and

• other adjustments described in the notes to the unaudited pro forma condensed combined financial

statements.

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11

of Regulation S-X. The unaudited pro forma condensed combined financial statements are presented for

informational purposes only and do not purport to represent what our financial position and results of operations

actually would have been had the Pro Forma Transactions occurred on the dates indicated, or to project our

financial performance for any future period. The unaudited pro forma condensed combined financial statements

are based on information and assumptions, which are described in the accompanying notes. These amounts are an

estimate, and the final amounts could differ materially from these estimates.

Our historical combined financial statements, which were the basis for the unaudited pro forma condensed

combined financial statements, were prepared on a carve-out basis as we did not operate as a stand-alone entity

for the periods presented. Accordingly, such financial information reflects an allocation of certain corporate

costs, such as finance, supply chain, human resources, information technology, insurance, employee benefits, and

other expenses that are either specifically identifiable or clearly applicable to GE Vernova. See Notes 1 and 22 to

the historical combined financial statements as well as “Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Critical Accounting Estimates” included elsewhere in this Information

Statement for further information on the allocation of corporate costs.

The unaudited pro forma condensed combined financial statements have been prepared to include transaction

accounting (including the impact of changes to our legal entity structure in anticipation of the Spin-Off),

autonomous entity and management adjustments to reflect the financial condition and results of operations as if

we were a stand-alone entity. Transaction adjustments have been presented to show the impact and associated

cost as a direct result of the legal separation from GE, including the establishment of GE Vernova’s expected

capital structure and funding at the time of Spin-Off, transfer of certain renewable energy U.S. tax equity

investments to GE, and the Tax Matters Agreement. Autonomous entity adjustments have been presented to

show the impact of items such as the Transition Services Agreement, lease arrangements with third parties and

GE, and certain incremental costs expected to be incurred as an autonomous entity. In addition, the unaudited pro

forma condensed combined financial statements include a presentation of management adjustments that

management believes are necessary to enhance an understanding of the pro forma effects of the transaction.

Actual future costs incurred may differ from these estimates.

The unaudited pro forma condensed combined financial statements shown below should be read in conjunction

with the sections herein entitled “Capitalization,” “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” and “Certain Relationships and Related Person Transactions” as well as

the historical combined financial statements and the corresponding notes included elsewhere in this Information

Statement. For factors that could cause actual results to differ materially from those presented in the unaudited

pro forma condensed combined financial statements, see “Cautionary Statement Concerning Forward-Looking

Statements” and “Risk Factors” included elsewhere in this Information Statement.

Unaudited Pro Forma Condensed Combined Statement of Income (Loss)

For the Year Ended December 31, 2023

($ in millions, except share and per share amounts) Historical

Transaction

Accounting

Adjustments

Autonomous

Entity

Adjustments

Pro Forma

Sales of equipment $ 18,258 $ — $ — $ 18,258

Sales of services 14,981 — — 14,981

Total revenues 33,239 — — 33,239

Cost of equipment 18,705 15 (d) — 18,720

Cost of services 9,716 — — 9,716

Gross profit 4,818 (15) — 4,803

Selling, general and administrative

expenses 4,845 — 83 (m), (o), (p) 4,928

Research and development expenses 896 — — 896

Operating income (loss) (923) (15) (83) (1,021)

Interest and other financial charges – net (98) 27 (a), (d) — (71)

Non-operating benefit income 567 — — 567

Other income (expense) – net 324 132 (d) 20 (n) 476

Income (loss) before income taxes (130) 144 (63) (49)

Provision (benefit) for income taxes 344 183 (i) — (q) 527

Net income (loss) (474) (39) (63) (576)

Net loss (income) attributable to

noncontrolling interests 36 — — 36

Net income (loss) attributable to GE

Vernova $ (438) $ (39) $ (63) $ (540)

Earnings (loss) per share of common

stock

Basic (k) $

Diluted (k) $

Weighted-average number of common

shares outstanding

Basic (k)

Diluted (k)

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Financial Position

As of December 31, 2023

($ in millions) Historical

Transaction

Accounting

Adjustments

Autonomous

Entity

Adjustments

Pro Forma

Cash, cash equivalents and

restricted cash $ 1,551 $ 2,046 (a), (b) $ — $ 3,597

Current receivables – net 7,409 76 (h) — 7,485

Due from related parties 80 (76) (h) — 4

Inventories, including deferred

inventory costs 8,253 — — 8,253

Current contract assets 8,339 — — 8,339

All other current assets 352 — 48 (p) 400

Assets of business held for sale 1,444 — — 1,444

Current assets 27,428 2,046 48 29,522

Property, plant and equipment –

net 5,228 11 (c) 12 (l) 5,251

Goodwill 4,437 — — 4,437

Intangible assets – net 1,042 11 (c) — 1,053

Contract and other deferred assets 621 — — 621

Equity method investments 3,555 (1,214) (c), (d) — 2,341

Deferred income taxes 1,582 16 (e), (i) — 1,598

All other assets 2,228 132 (a), (b), (c) 11 (p) 2,371

Total assets $46,121 $ 1,002 $ 71 $ 47,194

Accounts payable and equipment

project payables $ 7,900 $ 376 (h) $ — $ 8,276

Due to related parties 532 (498) (h) — 34

Contract liabilities and deferred

income 15,074 — — 15,074

All other current liabilities 4,352 238 (c), (f), (g), (h) 8 (l) 4,598

Liabilities of business held for

sale 1,448 — — 1,448

Current liabilities 29,306 116 8 29,430

Deferred income taxes 382 — — 382

Noncurrent compensation and

benefits 3,273 45 (g), (h) — 3,318

All other liabilities 4,780 309 (b), (c), (d), (f) 7 (l) 5,096

Total liabilities 37,741 470 15 38,226

Net parent investment 8,051 532 (a), (c) - (g), (i) 56 (l), (p) 8,639

Common stock, $0.01 par value — [Š] (j) — —

Additional paid-in capital — [Š] (j) — —

Accumulated other

comprehensive income (loss) –

net attributable to GE Vernova

(635) — — (635)

Total equity attributable to GE

Vernova 7,416 532 56 8,004

Noncontrolling interests 964 — — 964

Total equity 8,380 532 56 8,968

Total liabilities and equity $46,121 $ 1,002 $ 71 $ 47,194

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma condensed combined statement of income (loss) for the year ended December 31, 2023

and the unaudited pro forma condensed combined statement of financial position as of December 31, 2023

include the following adjustments:

Transaction Accounting Adjustments:

(a) Historically, we participated in cash pooling and other financing arrangements with GE to manage

liquidity and fund our operations and, upon completion of this Spin-Off, we will no longer participate

in these arrangements. In connection with the Spin-Off, we expect to receive a net cash contribution

from GE to be used for our future operations such that our cash balance on the date of the completion

of the Spin-Off will be approximately $4.2 billion, of which $603 million is reported in Assets of

business held for sale as of December 31, 2023 related to the planned sale of a portion of our Steam

business to Electricité de France S.A. (“EDF”). At the time of sale, a portion of the cash consideration

that we will receive from EDF will compensate us for the amount of cash recorded in Assets of

business held for sale.

Prior to the completion of the Spin-Off, we intend to enter into a $3.0 billion committed revolving

credit facility. The facility is not expected to be utilized at the closing of the Spin-Off, however, we

expect to use this facility to fund near-term intra-quarter working capital needs. In addition, we intend

to enter into a $3.0 billion committed trade finance facility. The trade finance facility is not expected to

be utilized and will not provide direct liquidity to GE Vernova. Total deferred debt issuance costs

associated with the credit facility and trade finance facility of $15 million are recorded in All other

assets and are amortized to Interest and other financial charges – net over the terms of the credit facility

and trade finance facility. In addition, annual fees related to the credit facility and trade finance facility

are recorded in Interest and other financial charges – net. Total amortization and fees related to the

credit facility and trade finance facility are $17 million for the year ended December 31, 2023.

(b) This adjustment reflects assets and liabilities that are unrelated to the historical operations of GE

Vernova but relate to certain legal entities that will be transferred from GE to GE Vernova in

connection with the Spin-Off and will be subject to indemnifications for the full amount by either GE

or GE Vernova. Refer to the below table for further details.

($ in millions)

As of

December 31, 2023

Cash, cash equivalents and restricted cash $ 323

All other assets $ 80

All other liabilities $ 403

This adjustment includes the transfer of restricted cash of $323 million and a deposit of $32 million

included in All other assets in connection with certain legal matters related to legacy GE operations,

and a corresponding indemnification liability has been recorded for $355 million in All other liabilities

that reflects the use of these funds to settle any associated obligations and the return of any remaining

cash to GE in a future reporting period once resolved.

This adjustment also includes liabilities of $48 million transferred to GE Vernova related to GE legal

and environmental, health and safety matters, with a corresponding indemnification asset due from GE

recorded in All other assets.

businesses but that are expected to transfer to us, prior to or concurrent with the Spin-Off. See Note 1

to the historical combined financial statements for further discussion of the basis of presentation and

the Company’s historical assets and liabilities. Refer to the below table for further details.

($ in millions)

As of

December 31, 2023

Property, plant and equipment – net $ 11

Intangible assets – net $ 11

Equity method investments $ 13

All other assets $ 37

All other current liabilities $ 60

All other liabilities $ 7

Net parent investment $ 5

(d) This adjustment removes renewable energy U.S. tax equity investments of $1,227 million owned by

our Financial Services business that are included in the historical combined financial statements but

that will be transferred by us to GE prior to the Spin-Off with their related tax attributes. This

adjustment also removes $146 million of deferred income recorded in All other liabilities primarily

related to intercompany profit eliminations that we defer when our Wind segment records sales to the

investees and recognize over the estimated life of the related investment.

In addition, this adjustment reflects the corresponding impact to the unaudited pro forma condensed

combined statement of income (loss), including the removal of gains and losses related to these

investments, interest expense allocated to us by GE for funding such investments and the net impact of

intercompany profit eliminations of $15 million recorded during the year. The table below provides

further details on the removal of these investments from the unaudited pro forma condensed combined

statement of income (loss):

($ in millions)

Year Ended

December 31, 2023

Cost of equipment $ 15

Interest and other financial charges – net $ 44

Other income (expense) – net $ 132

These investments generated production tax credits of $183 million for the year ended December 31,

2023. See note (i) for further details related to the tax effects of the pre-tax transaction pro forma

adjustments.

(e) This adjustment reflects the net amount of deferred tax assets of $3 million related to tax attributes that

are expected to be transferred from us to GE as a result of the Spin-Off.

Certain tax attributes, such as net operating losses, credit carryforwards, and fully offsetting valuation

allowances, existed in the stand-alone GE Vernova combined financial statements as a result of using

the separate return method but will not exist in GE Vernova’s financial statements following the

Spin-Off. These tax attributes have been derecognized in the unaudited pro forma condensed combined

statement of financial position.

(f) This adjustment reflects the establishment of indemnification liabilities of $64 million by GE Vernova

and a reduction to uncertain tax positions of $19 million and related interest of $13 million pursuant to

the Tax Matters Agreement. Refer to the below table for further details.

($ in millions)

Year Ended

December 31, 2023

All other current liabilities $ (13)

All other liabilities $ 45

Net parent investment $ (32)

(g) Reflects $87 million in All other current liabilities and $27 million in Noncurrent compensation and

benefits with respect to additional employee-related obligations expected to be transferred from GE to

GE Vernova prior to Spin-Off. These liabilities are incremental to the liabilities included in the audited

combined statement of financial position as they relate to shared liabilities that were not allocated

ratably to GE Vernova but for which GE Vernova records and pays the related expense in the reporting

period.

(h) Reflects the reclassification of certain transactions historically included in related parties accounts to

the appropriate third-party or employee-related accounts based on the nature of the transaction, as of

December 31, 2023.

($ in millions)

As of

December 31, 2023

Current receivables, net $ 76

Due from related parties $ (76)

Accounts payable and equipment project payables $ 376

Due to related parties $ (498)

All other current liabilities $ 104

Noncurrent compensation and benefits $ 18

(i) Reflects the tax effects of the transaction pro forma adjustments at the applicable statutory tax rates, net

of related valuation allowances, and the expected effects of the Separation and Distribution Agreement,

changes to our legal entity structure in anticipation of the Spin-Off and stand-alone effects within the

respective jurisdictions. This adjustment was determined by applying the respective statutory tax rates

to pre-tax pro forma adjustments in jurisdictions where valuation allowances were not required. The

applicable tax rates could be impacted (either higher or lower) depending on many factors subsequent

to the Spin-Off including the profitability in local jurisdictions and the legal entity structure

implemented subsequent to the Spin-Off and may be materially different from the pro forma results. In

addition to the $183 million expense for income taxes recorded in the unaudited pro forma condensed

combined statement of income (loss), primarily related to the removal of production tax credits

generated by renewable energy tax equity investments to be transferred to GE, this adjustment includes

deferred tax assets of $19 million reflected in the unaudited pro forma condensed combined statement

of financial position as of December 31, 2023.

(j) Reflects the reclassification of GE’s net investment in our Company to Additional paid-in capital, as

well as the issuance of shares of our common stock with a par value of $0.01 per share

pursuant to the Separation and Distribution Agreement. We have assumed the number of outstanding

shares of our common stock based on shares of GE common stock outstanding as of

December 31, 2023 and on the basis of shares of our common stock for every

shares of GE common stock. The actual number of shares issued will not be known until the record

date for the distribution.

(k) The weighted-average number of shares used to compute pro forma basic and diluted earnings (loss)

per share for the year ended December 31, 2023 is , on the basis of shares of our

common stock for every shares of GE common stock outstanding as of December 31, 2023. In

periods in which we report a net loss, pro forma diluted earnings (loss) per share is the same as pro

forma basic earnings (loss) per share since the inclusion of common stock equivalents would be anti-

dilutive.

Autonomous Entity Adjustments:

(l) Reflects the net impact of lease arrangements with third parties and lease arrangements with GE for

shared facilities and equipment that have been entered into or will be entered into prior to the Spin-Off.

These adjustments record the operating right-of-use assets and related operating lease liabilities based

on the estimated present value of the lease payments over the lease term. The pro forma adjustment

related to our leases is reflected in the unaudited pro forma condensed combined statement of financial

position as of December 31, 2023, as follows:

($ in millions)

Property, plant and

equipment – net

All other current

liabilities

All other

liabilities

Operating leases $ 12 $ 8 $ 7

(m) Pursuant to the Transition Services Agreement and the Trademark License Agreement we intend to

enter into with GE, we will incur incremental expenses of approximately $10 million for the year ended

December 31, 2023 above the previous allocation of GE corporate costs. Costs incurred under the

Transition Services Agreement are primarily related to certain digital technology, human resources,

supply chain, finance, and real estate services, among other services.

(n) This adjustment reflects an investment management fee of $20 million expected to be payable to GE

Vernova for Financial Services’ continuing involvement and management of the renewable energy

U.S. tax equity investments on behalf of GE after the Spin-Off and until the related investments are

exited. This management fee is recorded in Other income (expense) and will vary based on the value of

assets managed on behalf of GE and is expected to continue over a period of three to five years. See

note (d) for further details related to these investments.

(o) In preparation for the Spin-Off, we are working to seek novation or assignment of the GE credit

support (as defined in the section “Certain Relationships and Related Person Transactions—

Agreements with GE—Separation and Distribution Agreement—Credit Support,” the majority of

which relates to parent company guarantees, associated with GE Vernova legal entities from GE to GE

Vernova. Pursuant to an agreement we intend to enter into with GE, commencing on January 1, 2025,

we will pay a fee to GE based on amounts related to the GE credit support. This adjustment reflects an

annual fee of up to approximately $25 million associated with the amount of credit support expected to

be provided by GE during 2025 based on the expected contractual maturity of the underlying

obligations as if such credit support was required for the year ended December 31, 2023 and assuming

no additional novations or assignments (with a release of GE) of any GE credit support to GE Vernova

were completed. This fee is recorded in Selling, general and administrative expenses. Future fees will

vary depending on the amount of remaining credit support and fee structure agreed to with GE. See

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital

Resources and Liquidity—Parent Company Credit Support” included elsewhere in this Information

Statement for further information.

(p) As part of the Spin-Off, GE will incur additional non-recurring costs for the development of advanced

research and other technological infrastructure on behalf of GE Vernova. These costs are expected to

be incurred within eighteen months of the Spin-Off. Upon the Spin-Off, we will record a prepaid asset

of approximately $59 million representing the value to be received from such development activities.

Capitalization of such expenditures for GE Vernova is expected to be limited given these activities are

necessary for the separation of GE Vernova from GE. Related non-cash non-recurring expenses of

approximately $48 million have been recorded in Selling, general and administrative expenses for the

year ended December 31, 2023. Refer to the below table for further details.

($ in millions)

Year Ended

December 31, 2023

All other current assets $ 48

All other assets $ 11

Net parent investment $ 59

(q) Reflects the tax effects of the autonomous entity pro forma adjustments at the applicable statutory tax

rates, net of related valuation allowance, and the expected effects of the Separation and Distribution

Agreement and the Tax Matters Agreement, or stand-alone effects within the respective jurisdictions.

The tax benefit associated with the autonomous entity adjustments described above is zero given a full

valuation allowance is required in the jurisdictions where the costs will be incurred. The applicable tax

rates could be impacted depending on many factors subsequent to the Spin-Off including, but not

limited to, the profitability in local jurisdictions and the legal entity structure implemented subsequent

to the Spin-Off and may be materially different from the pro forma results.

Management Adjustments:

We have elected to present management adjustments to the pro forma financial information and included all

adjustments that are, in the opinion of management, necessary for a fair statement of such information. Following

the Spin-Off, we expect to incur incremental costs as a stand-alone entity in certain of our corporate support

functions (e.g., finance, accounting, tax, treasury, information technology, human resources, and legal, among

others). We received the benefit of economies of scale as businesses within GE’s overall centralized model;

however, in establishing these independent support functions, the expenses will be higher than the prior shared

allocation.

As a stand-alone public company, we expect to incur certain costs in addition to those incurred pursuant to the

Transition Services Agreement as described in note (m) and other transaction and autonomous entity adjustments

noted above, including costs resulting from:

• One-time and non-recurring expenses associated with Spin-Off and stand-up of functions required to

operate as a stand-alone public entity. These non-recurring costs primarily relate to system

implementation costs, business and facilities separation, applicable employee-related costs,

development of our brand, and other matters; and

• Recurring and ongoing costs required to operate new functions required for a public company, such as

external reporting, internal audit, treasury, investor relations, board of directors and officers, stock

administration, and expanding the services of existing functions such as information technology,

finance, supply chain, human resources, legal, tax, facilities, branding, security, government relations,

community outreach, and insurance.

We estimate that we would have incurred approximately $410 million of total expenses (including one-time

expenses of approximately $210 million and estimated recurring expenses of $200 million) for the year ended

December 31, 2023 if the Spin-Off had occurred on January 1, 2023. We expect to incur these costs beginning at

Spin-Off, with one-time costs expected to be incurred over a period of twelve to twenty-four months post Spin-Off.

These management adjustments are reflective of the dis-synergies that we expect as a stand-alone public

company. We estimated these dis-synergies by assessing the resources and associated one-time and recurring

costs that each function (e.g., finance, information technology, human resources, etc.) will require to stand up

and operate GE Vernova as a stand-alone public company. We expect to address shortfalls to the estimated

required resources, in addition to the services provided by GE under the Transition Services Agreement, through

additional hiring or incremental vendor and other third-party spend.

The dis-synergies have been estimated based on assumptions that our management believes are reasonable.

However, actual additional costs that will be incurred could be different from the estimates and would depend on

several factors, including the economic environment, results of contractual negotiations with third party vendors,

ability to execute on proposed separation plans, and strategic decisions made in areas such as manufacturing,

selling and marketing, research and development, information technology, and infrastructures. In addition,

adverse effects and limitations including those discussed in the section entitled “Risk Factors” to this document

may impact actual costs incurred. We may also decide to increase or reduce resources or invest more heavily in

certain areas in the future, which may differentiate the management adjustments even further from actual costs

incurred in the future. These management adjustments include forward-looking information.

For the year ended December 31, 2023

($ in millions, except share and per share amounts) Net income (loss)

Basic earnings

(loss) per share

Diluted earnings

(loss) per share

Unaudited pro forma condensed combined net income

(loss)(a)

$ (576)

Net loss (income) attributable to noncontrolling

interests(a)

Unaudited pro forma condensed combined net income

(loss) attributable to GE Vernova(a)

(540) $ $

Management’s adjustments (410)

Tax effect(b) —

Unaudited pro forma condensed combined net income

(loss) attributable to GE Vernova after management’s

adjustments

$ (950) $ $

Weighted-average number of common shares

outstanding(c):

Basic

Diluted

(a) As shown in the unaudited pro forma condensed combined statement of income (loss).

(b) No tax effect has been included as most tax jurisdictions require a full valuation allowance to be recorded

for the tax benefits associated with the management adjustments described above.

shares or potential common shares to be issued in the Spin-Off.

OUR INDUSTRY

Introduction

GE Vernova is a global leader in the electric power industry, with products and services that generate, transfer,

orchestrate, convert, and store electricity. We design, manufacture, deliver, and service technologies to create a

more reliable and sustainable electric power system, enabling electrification and decarbonization, underpinning

the progress and prosperity of the communities we serve. We are a purpose-built company, uniquely positioned

with a scope and scale of solutions to accelerate the energy transition, while servicing and growing our installed

base and strengthening our own profitability and shareholder returns. We have a strong history of innovation

which is a key strength enabling us to meet our customers’ needs.

Electricity is critical to economic progress and prosperity as well as to improve the quality of life. The IEA

expects demand for electricity generation in 2040 to grow by more than 55% from 2022 levels with the natural

gas, hydro, wind, nuclear, solar and storage energy sub-sectors playing a key role. This growing demand for

electricity generation is driven by multiple factors. Approximately 750 million people globally lack access to

electricity, and many more who do have access experience frequent, extended outages that disrupt their lives,

impact their safety and security, and challenge their economic growth. Electricity use is also increasing as an

alternative to fossil fuels for whole industries or sectors, such as transportation, which are currently pursuing

increased electrification as a means to decarbonize. The future electric power system must meet this demand

growth while incorporating new and diverse sources, preserving or improving system reliability, affordability,

and sustainability. Electric power sector emissions account for approximately 40% of all human-made CO

emissions in the world today and without a change to the current energy mix, global growth in demand for