Financial Condition and Risks - The company has a 3.0 billion committed trade finance facility, but there is no assurance these will meet future needs[197]. - Changes in foreign currency values relative to the U.S. dollar could adversely affect the company's ability to sell products competitively and control costs, impacting revenue and income[196]. - Future material impairments in the value of long-lived assets, including goodwill, could negatively affect the company's financial condition and results of operations[200]. - The company is subject to periodic tax audits, which may result in additional tax, interest, and penalties, impacting financial results[203]. - Changes in tax laws and rates could increase the company's cash tax costs and effective tax rate, affecting liquidity and cash flows[202]. - The company may face limitations in accessing capital and credit markets, which could lead to liquidity issues and impact operations[197]. - The company may not be able to fully utilize deferred tax assets due to changes in taxable income generation in relevant countries[204]. - The Spin-Off could result in significant tax liabilities if determined to be a taxable transaction, adversely affecting the company's financial condition[205]. - The company may be required to indemnify GE for taxes resulting from the Spin-Off, which could materially impact its cash flows and results of operations[211]. - The company is exposed to risks related to foreign exchange translation, which could materially affect sales growth in international markets[196]. Strategic and Operational Challenges - The company agreed to numerous restrictions to preserve the non-recognition tax treatment of the Spin-Off, which may reduce strategic and operating flexibility for two years[214]. - The company may be unable to achieve the full strategic and financial benefits expected from the Spin-Off, which could adversely affect business, financial condition, cash flows, and results of operations[214]. - The company has been installing IT infrastructure to support business functions, which may incur substantially higher costs than anticipated and could disrupt operations if not completed effectively[216]. - The company will be required to conduct an annual management assessment of internal control effectiveness starting with the Annual Report on Form 10-K for the year ended December 31, 2025[217]. - The historical combined financial information for 2022 and 2023 does not necessarily reflect the results of operations as an independent, publicly traded company[220]. - The company may incur additional costs and demands on management's time associated with being an independent, publicly traded company, including corporate governance and public financial reporting[221]. - The company is subject to certain restrictions and covenants regarding GE credit support, which may delay or prevent strategic transactions[224]. - The company relies on GE to satisfy performance obligations under various transaction agreements related to the Spin-Off, and failure to do so could adversely affect business and financial condition[227]. - Certain non-U.S. entities or assets that were part of the separation from GE may not have been transferred prior to the Spin-Off, potentially delaying anticipated benefits[228]. Shareholder Returns and Stockholder Rights - The company plans to return at least one-third of its cash generation to stockholders, initiating a quarterly cash dividend of 6 billion[232]. - The stock price may fluctuate significantly due to various factors, potentially leading to securities class action lawsuits against the company[231]. - There is a risk that the company may not achieve its target for returning cash generation to stockholders, and the amounts returned may be less than planned[232]. - Holders of common stock may experience dilution due to future equity issuances for acquisitions and employee compensation[233]. - Certain provisions in the company's bylaws may discourage takeovers and limit stockholder power, including a classified board of directors until 2029[235]. - The company is subject to Delaware law, which could delay or prevent changes in control that stockholders may favor[236]. - The exclusive forum provisions in the company's certificate of incorporation may limit stockholders' ability to obtain a favorable judicial forum for disputes[238]. - The company may incur substantial litigation costs if third-party consents for contracts and joint ventures are not obtained[230]. - The ability to return cash to stockholders will depend on earnings, financial condition, and other factors, affecting the timing and size of share repurchases[232]. - The company may face challenges in replicating existing contracts or assigning portions of contracts related to its business due to third-party consent requirements[229].
GE Vernova Inc.(GEV) - 2024 Q4 - Annual Report