v3.26.1
ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS
Acquisitions. On February 2, 2026, GE Vernova completed the acquisition of the remaining 50% stake of Prolec GE, our former
unconsolidated joint venture with Xignux, in exchange for cash consideration of $5,254 million. Prolec GE is an electric industry leader in
North America, with approximately 10,000 employees across seven manufacturing sites in the Americas, including five in the U.S. It
produces a wide variety of transformers and transformer components for the generation, transmission, and distribution of electricity,
complemented by its broad transformer services offering. The acquisition increases our ability to serve the North American transformer
market. Net assets and results of operations of Prolec GE are included in our results commencing on February 2, 2026 and are reported
within the Electrification segment. As a result of this acquisition, we remeasured our previously held equity interest to fair value, with the
resulting pre-tax gain of $3,992 million recognized within Other income (expense) – net in our Consolidated Statement of Income (Loss)
during the first quarter of 2026 and was determined by using the implied total equity value from the transaction price, adjusted for an
assumed control premium. Pro forma results of operations are not presented because the acquisition is not material to the Company’s
consolidated results of operations for the three and six months ended June 30, 2026 and 2025, respectively.
The following table summarizes the preliminary purchase consideration as well as the preliminary allocation to the assets acquired and
liabilities assumed based upon their estimated fair values at the date of acquisition:
Cash consideration transferred
$5,254
Fair value of previously held 50% equity interest
4,402
Total preliminary purchase consideration
$9,656
Current assets
$1,654
Intangible assets
4,172
Other non-current assets
1,123
Current liabilities
(1,078)
Non-current liabilities
(1,528)
Total identifiable net assets acquired
$4,343
Goodwill
5,313
Total preliminary purchase consideration
$9,656
Goodwill is calculated as the excess of the purchase consideration over the estimated fair value of net assets acquired and primarily
represents the value of the assembled workforce along with expected synergies from integrating Prolec GE’s operations with the
Company’s operations. The goodwill is recorded in our Electrification segment and approximately $400 million of the goodwill is expected to
be deductible for tax purposes.
We determined the fair value of assets acquired and liabilities assumed using available market information and various valuation methods
that require judgment related to estimates. The purchase accounting related to the acquisition, including the valuation of tangible and
intangible assets, is preliminary and likely to change in future reporting periods. During the three months ended June 30, 2026, we
recognized measurement period adjustments to the identified net assets acquired with an offsetting $160 million reduction to goodwill. We
will complete our post-closing procedures and purchase price allocation as soon as practicable but no later than the first quarter of 2027.
See Notes 9, 11, and 19 for further information.
The preliminary fair value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date is
as follows:
Weighted-average
useful lives (in years)
Total
Customer related
12
$2,860
Patents and technology
6
533
Capitalized software
3
8
Trademarks and other
2
771
Total identifiable intangible assets acquired
$4,172
The fair values of the customer related and trademarks and other intangible assets were primarily determined using the multi-period excess
earnings method, and the fair values of the patents and technology intangible assets were valued using the relief-from-royalty method.
Revenue and income (loss) before income taxes of Prolec GE were $859 million and $(57) million for the three months ended June 30,
2026, respectively, and from the acquisition date through June 30, 2026 were $1,344 million and $(166) million, respectively. The income
(loss) before income taxes includes the impact of inventory step-up amortization, intangible asset amortization, and integration
costs. Acquisition-related costs totaled $4 million and $44 million for the three and six months ended June 30, 2026, respectively, and are
included in Selling, general, and administrative expenses in our Consolidated Statement of Income (Loss).
GOODWILL
Power
Electrification
Wind
Total
Balance as of January 1, 2026
$512
$624
$3,302
$4,439
Acquisitions
5,313
5,313
Currency exchange and other
5
(67)
(62)
Balance as of June 30, 2026
$512
$5,941
$3,236
$9,689
We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or
circumstances between annual impairment testing dates. In the six months ended June 30, 2026, we did not identify any reporting units
that were impaired.
Intangible assets. All intangible assets are subject to amortization. Intangible assets increased $3,780 million during the six months ended
June 30, 2026, primarily as a result of the acquisition of Prolec GE, partially offset by amortization. Amortization expense was $236 million
and $60 million for the three months ended and $411 million and $116 million for the six months ended June 30, 2026 and 2025,
respectively.
ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS
Acquisitions. On February 2, 2026, GE Vernova completed the acquisition of the remaining 50% stake of Prolec GE, our former
unconsolidated joint venture with Xignux, in exchange for cash consideration of $5,254 million. Prolec GE is an electric industry leader in
North America, with approximately 10,000 employees across seven manufacturing sites in the Americas, including five in the U.S. It
produces a wide variety of transformers and transformer components for the generation, transmission, and distribution of electricity,
complemented by its broad transformer services offering. The acquisition increases our ability to serve the North American transformer
market. Net assets and results of operations of Prolec GE are included in our results commencing on February 2, 2026 and are reported
within the Electrification segment. As a result of this acquisition, we remeasured our previously held equity interest to fair value, with the
resulting pre-tax gain of $3,992 million recognized within Other income (expense) – net in our Consolidated Statement of Income (Loss)
during the first quarter of 2026 and was determined by using the implied total equity value from the transaction price, adjusted for an
assumed control premium. Pro forma results of operations are not presented because the acquisition is not material to the Company’s
consolidated results of operations for the three and six months ended June 30, 2026 and 2025, respectively.
The following table summarizes the preliminary purchase consideration as well as the preliminary allocation to the assets acquired and
liabilities assumed based upon their estimated fair values at the date of acquisition:
Cash consideration transferred
$5,254
Fair value of previously held 50% equity interest
4,402
Total preliminary purchase consideration
$9,656
Current assets
$1,654
Intangible assets
4,172
Other non-current assets
1,123
Current liabilities
(1,078)
Non-current liabilities
(1,528)
Total identifiable net assets acquired
$4,343
Goodwill
5,313
Total preliminary purchase consideration
$9,656
Goodwill is calculated as the excess of the purchase consideration over the estimated fair value of net assets acquired and primarily
represents the value of the assembled workforce along with expected synergies from integrating Prolec GE’s operations with the
Company’s operations. The goodwill is recorded in our Electrification segment and approximately $400 million of the goodwill is expected to
be deductible for tax purposes.
We determined the fair value of assets acquired and liabilities assumed using available market information and various valuation methods
that require judgment related to estimates. The purchase accounting related to the acquisition, including the valuation of tangible and
intangible assets, is preliminary and likely to change in future reporting periods. During the three months ended June 30, 2026, we
recognized measurement period adjustments to the identified net assets acquired with an offsetting $160 million reduction to goodwill. We
will complete our post-closing procedures and purchase price allocation as soon as practicable but no later than the first quarter of 2027.
See Notes 9, 11, and 19 for further information.
The preliminary fair value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date is
as follows:
Weighted-average
useful lives (in years)
Total
Customer related
12
$2,860
Patents and technology
6
533
Capitalized software
3
8
Trademarks and other
2
771
Total identifiable intangible assets acquired
$4,172
The fair values of the customer related and trademarks and other intangible assets were primarily determined using the multi-period excess
earnings method, and the fair values of the patents and technology intangible assets were valued using the relief-from-royalty method.
Revenue and income (loss) before income taxes of Prolec GE were $859 million and $(57) million for the three months ended June 30,
2026, respectively, and from the acquisition date through June 30, 2026 were $1,344 million and $(166) million, respectively. The income
(loss) before income taxes includes the impact of inventory step-up amortization, intangible asset amortization, and integration
costs. Acquisition-related costs totaled $4 million and $44 million for the three and six months ended June 30, 2026, respectively, and are
included in Selling, general, and administrative expenses in our Consolidated Statement of Income (Loss).
GOODWILL
Power
Electrification
Wind
Total
Balance as of January 1, 2026
$512
$624
$3,302
$4,439
Acquisitions
5,313
5,313
Currency exchange and other
5
(67)
(62)
Balance as of June 30, 2026
$512
$5,941
$3,236
$9,689
We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or
circumstances between annual impairment testing dates. In the six months ended June 30, 2026, we did not identify any reporting units
that were impaired.
Intangible assets. All intangible assets are subject to amortization. Intangible assets increased $3,780 million during the six months ended
June 30, 2026, primarily as a result of the acquisition of Prolec GE, partially offset by amortization. Amortization expense was $236 million
and $60 million for the three months ended and $411 million and $116 million for the six months ended June 30, 2026 and 2025,
respectively.