GE HealthCare Technologies (GEHC) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A258 rewritten94 added77 removed487 unchanged
All filing items1,487 rewritten1,178 added846 removed1,508 unchanged
Summary
counted, not written
- Item 1A lists 57 risk factor headings: 2 new, 17 reworded and 38 unchanged since FY2022. 6 headings from FY2022 no longer appear.
- Sentence by sentence, 1,178 added, 846 removed, 1,487 rewritten and 1,508 unchanged across 18 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (2)
- If our Spin-Off from GE is determined to be a taxable transaction, it could result in significant tax liability to GE and its stockholders and we could have an indemnification obligation to GE, which could adversely affect our business, financial condition, cash flows, and results of operations.
- Our level of indebtedness, as well as our ability to comply with covenants under our debt instruments, could adversely affect our business, results of operations, cash flows, and financial condition.
Removed Item 1A headings (6)
- Our recent Spin-Off from GE could result in significant tax liability to GE and its stockholders if it is determined to be a taxable transaction.
- If our recent Spin-Off from GE 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.
- We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.
- As an independent, publicly traded company, we do not enjoy the same benefits that we did as a part of GE.
- We incurred indebtedness in connection with our recent Spin-Off from GE, and the degree to which we are leveraged could adversely affect our business, results of operations, cash flows, and financial condition.
- We evaluate whether to pay cash dividends on shares of our common stock from time to time, and the terms of our indebtedness may limit our ability to pay dividends on shares of our common stock.
Reworded Item 1A headings (17)
- Our inability to [added: successfully] complete strategic transactions
[removed: or to successfully integrate acquisitions]could adversely affect our business. - Any interruption in the operations of our manufacturing
[removed: facilities][added: facilities, or our suppliers’ or customers’ facilities,] may impair our ability to deliver products or provide services. - We have significant
[removed: net liabilities with respect to our]postretirement benefit[removed: plans,][added: liabilities,] including[removed: increases in]pension, healthcare, and life insurance[removed: benefits][added: benefit] obligations, and the actual costs and related cash flows of these obligations [added: are uncertain and] could exceed current estimates. [removed: The global][added: Public health crises, epidemics, and pandemics, such as the] COVID-19[removed: pandemic has][added: pandemic, have] had and [added: in the future] may[removed: continue to]have a material adverse impact on our business, as well as on the operations and financial performance of some of the customers and suppliers in industries that we serve.- We may be unable to obtain, maintain, protect, or effectively enforce our
[removed: intellectual property][added: IP] rights. - Our increasing focus on and investment in cloud, edge, AI, and software offerings
[removed: presents][added: present] risks to our business. We may not be successful in driving the[removed: successful]global deployment and customer adoption of digital offerings characterized by digital applications and solutions. - Changes in foreign currency exchange
[removed: rates][added: rates, equity prices,] and interest rates could adversely affect our business. - Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters could significantly affect our financial results
[removed: or][added: and/or] financial condition. - The U.S. FDA and other regulatory agencies actively enforce the laws and regulations governing the development, approval,
[removed: or][added: and] clearance and commercialization of medical devices and pharmaceutical products. - RISKS RELATING TO OUR
[removed: RECENT]SPIN-OFF FROM GE. - We agreed to numerous restrictions to preserve the non-recognition tax treatment of our
[removed: recent]Spin-Off from GE, which may reduce our strategic and operating flexibility. - We have
[removed: no][added: limited] operating history as an independent, publicly traded company, and our [added: pre-Spin-Off] historical combined financial information is not necessarily representative of the results we[removed: would][added: may] have achieved as an independent, publicly traded company and may not be a reliable indicator of our[removed: future][added: post-Spin-Off] results. - We or GE may fail to perform under various transaction agreements
[removed: that were]executed as part of the[removed: Separation.][added: Spin-Off.] - We may not be able to access the capital
[removed: and credit]markets on terms that are favorable to us, or at all. - A lowering or withdrawal of the ratings, outlook, or watch assigned to our
[removed: new]debt by rating agencies may increase our future borrowing costs, reduce our access to capital, and adversely impact our financial performance. - Substantial sales of our common
[removed: stock may occur in the future,][added: stock,] including the disposition by GE of shares of our common stock that it retained after the Spin-Off,[removed: which]could cause our stock price to decline or be volatile. - Holders of our common stock may be diluted due to [added: future] equity issuances.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
258 rewritten, 94 added, 77 removed, 487 unchanged
These risks relate to our business, the healthcare industry, data privacy, laws and regulations, financing and capital markets activities, our [removed: recent] Spin-Off from GE, our common stock, and the securities market.
- Our business dealings involve third-party partners in various [removed: markets] [added: markets,] and the actions or inactions of these third parties could adversely affect our business.
- Our inability to [added: successfully] complete strategic transactions [removed: or to successfully integrate acquisitions] could adversely affect our business.
- Our inability to manage our supply chain or obtain supplies of components or raw materials has [removed: restricted] [added: restricted,] and [removed: may] [added: could] continue to [removed: restrict] [added: restrict,] the manufacturing of products, cause delays in delivery, or significantly increase our costs.
- Any interruption in the operations of our manufacturing [removed: facilities] [added: facilities, or our suppliers’ or customers’ facilities,] may impair our ability to deliver products or provide services.
- We have significant [removed: net liabilities with respect to our] postretirement benefit [removed: plans,] [added: liabilities,] including [removed: increases in] pension, healthcare, and life insurance benefits obligations, and the actual costs and related cash flows of these obligations [added: are uncertain and] could exceed current estimates.
- If we are unable to attract or retain key personnel and qualified [removed: employees,] [added: employees] or maintain relations with our employees, unions, and other employee [removed: representatives,] [added: representatives] it could adversely affect our business.
- We may be unable to obtain, maintain, protect, or effectively enforce our [removed: intellectual property] [added: IP] rights.
- Our increasing focus on and investment in cloud, edge, [removed: artificial intelligence,] [added: AI,] and software offerings [removed: presents] [added: present] risks to our business.
- Failure to comply with the [removed: U.S.] FCPA and similar anti-corruption and anti-bribery laws [added: globally] has resulted and could continue to result in civil or criminal sanctions and adversely affect our business.
- We are subject to anti-kickback and false claims [removed: laws] [added: laws,] and failure to comply with these laws could adversely affect our business.
[removed: - We incurred new indebtedness concurrently with] [added: Our level of indebtedness, as well as] our [removed: recent Spin-Off from GE, and the degree] [added: ability] to [removed: which we are leveraged] [added: comply with covenants under our debt instruments,] could adversely affect our business, results of operations, cash flows, and financial [removed: condition.][added: condition.]
- Substantial sales of our common [removed: stock may occur in the future,] [added: stock,] including the disposition by GE of our shares of common stock that it retained after our [removed: recent Spin-Off from GE, either of which] [added: Spin-Off,] could cause our stock price to decline or be volatile.
Healthcare markets are characterized by rapidly evolving technology, frequent introduction of new products, intense competition, and pricing [removed: pressure.][added: pressures.]
- competitors responding more quickly or effectively to new [removed: technology] [added: technology,] or changes in customer requirements and industry trends;
- a failure to satisfy local market [removed: conditions,] [added: conditions and regulations,] such as mandatory [removed: intellectual property] [added: IP] transfers, protectionist measures, and other government policies supporting increased local competition;
- changing regulatory standards, legal [removed: requirements] [added: requirements,] or enforcement rigor; or
The implementation of localization requirements and other government [removed: policies,] [added: policies in certain geographies,] driven by support of local industry, security of supply, and incentives for technological breakthroughs, could negatively affect our market share, business results, cash flows, and financial condition.
Our [removed: industry-leading] service organization allows us to deliver service offerings through an extensive network of field service engineers, global [removed: repair,] [added: repair centers,] and customer service centers.
Increased competition from [removed: ISOs, "third-party"] [added: ISOs (“third-party”] entities that specialize in the repair and maintenance of medical devices produced by [removed: original equipment manufacturers (“OEMs”),] [added: OEMs,] including [removed: us,] [added: us)] and evolving regulatory and legislative policies could adversely impact our business and results of operations by driving down quality and price levels for services and repairs.
In the United States and Europe, ISOs [removed: have been increasing pressure for greater] [added: continue to seek] access to OEM service tools, parts, documents, software updates, and training.
Any of these competitive factors could adversely affect our pricing, margins, and market share and have a material adverse effect on our [removed: business,] [added: business results,] cash flows, financial condition, [removed: results of operations,] or prospects.
Our business dealings involve third-party partners such as distributors, dealers, wholesalers, packagers, resellers, [added: suppliers,] agents, collaboration partners, [added: sub-contractors,] and others.
Such dealings expose us to known and unknown risks, including risks related to economic, political, and regulatory environments; performance and quality control; business continuity in the event of termination; conflicts of interest; and [removed: legal and regulatory] violations [removed: committed] [added: of regulations and laws, including anti-corruption laws,] by these third parties or their [removed: sub-parties, which may not be subject to our control.][added: sub-parties.]
[removed: These] [added: If these] third parties [removed: may suffer] [added: do not follow our standards] or [removed: cause us to] [added: violate local laws and regulations, we could] suffer commercial, financial, or reputational harm, [removed: or violate local laws or regulations, each of] which [removed: may be outside of our control and] could jeopardize our ability to continue doing business in these markets or cause our relationships to deteriorate.
Our inability to [added: successfully] complete strategic transactions [removed: or to successfully integrate acquisitions] could adversely affect our 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 Our [removed: Recent] Spin-Off from GE.”
- competition for acquisition targets and assets, which may lead to substantial increases in purchase price or [added: other] terms that are less attractive to us, including the use of our shares for payment of the purchase price;
- rulings by [removed: certain antitrust] [added: antitrust, foreign direct investment,] or other regulatory bodies;
- failure to timely [added: or successfully] integrate acquired companies’ strategies, functions, [added: systems, controls, including cybersecurity] and [added: data protection controls, and] products into our own;
- heightened external scrutiny on acquired [removed: intellectual property] [added: IP] rights, regulatory exclusivity periods, and confidentiality agreements, or lack of [removed: intellectual property] [added: IP] rights for the acquired portfolio;
- a failure to identify significant non-compliant behaviors or practices by, or liabilities relating to, [removed: the] [added: an] acquisition target (or its agents) prior to acquisition;
- successor liability imposed by regulators for actions by [removed: the] [added: a] target (or its agents) prior to acquisition;
In addition, we also regularly evaluate a variety of [added: other] potential strategic transactions, including equity [removed: method investments] and other [added: investments;] strategic alliances that could further our strategic business [removed: objectives.][added: objectives; or disposition of non-core assets.]
Equity [removed: investments, such as our investment in AliveCor,] and other [added: investments and] 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 inability to manage our supply chain or obtain supplies of components or raw materials has restricted, and could continue to [removed: restrict] [added: restrict,] the manufacturing of products, cause delays in delivery, or significantly increase our costs.
If suppliers fail to meet their delivery obligations, raise prices, or cease to supply to us, it may [removed: cause delays in deliveries] [added: affect our ability] to [added: deliver to] our customers or significantly increase our costs.
Disruptions or loss of any of our [removed: single] [added: single-] or sole-source [removed: suppliers] [added: suppliers,] or capacity limitations of the suppliers for [removed: components] [added: components,] could increase our costs, curtail growth opportunities, cause material delays, and adversely impact our business, financial results, and customer relationships.
Supply chain interruptions or price increases in certain key countries, [removed: including] [added: such as] China, [removed: could] [added: India, Russia, and Israel,] have [added: had, and could continue to have,] a similar adverse effect on our business.
Worldwide demand, [removed: availability] [added: availability,] and pricing of these raw materials have been volatile, and we expect that to continue in the future.
- We rely on third parties to help perform logistics, transportation, shipping, warehousing, and services functions on our behalf, and disruptions at these third-party providers could adversely affect our business.
- Our research and development efforts may not succeed in developing commercially successful products and technologies, which could adversely affect our business.
- We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we conduct our business.
- We may become involved in litigation, arbitration, and governmental proceedings, including those stemming from third-party conduct beyond our control.
As an example, the Chinese government has instituted policies in the last several years that are favorable to locally-based manufacturers and that may have an adverse effect on our business, operations, or financial results.
Specifically, in 2021, the Librarian of Congress in the United States authorized a copyright act exemption that allows unregulated third-party repair companies to circumvent OEM copyright protections on software in its medical imaging device or system if circumvention is necessary to diagnose, maintain, or repair such device or system.
We cannot control the day-to-day practices of our third-party partners and cannot guarantee they will comply with our quality standards, applicable law, and company policies regarding compliance with regulatory and legal requirements.
We also have been adversely affected by the inability of our suppliers to deliver components or raw materials on a timely basis, as happened in connection with the COVID-19 pandemic.
The costs of certain raw materials, logistics, and services necessary for the production and distribution of our products continue to fluctuate based on many factors beyond our control, including but not limited to changes in general economic conditions, labor costs, transportation costs, and currency exchange rates.
In addition, we cannot guarantee that the mitigation strategies we employ, such as internal and third-party risk management tools, maintaining objective evidence of our suppliers’ compliance with minimum viable quality standards and audits of conformance with these standards, conducting ongoing supplier and internal audits, developing resiliency plans, and investing in our internal data and analytic architecture, will be successful or that we will be able to alter our strategies or develop new strategies if and as needed.
Additionally, the implementation of localization requirements and other government policies driven by support of local industry and increasing attention to ESG matters, including EH&S matters, may impose additional costs on our business and could negatively affect our ability to compete in certain markets.
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 or at supplier or customer facilities, and negatively impact our reputation and market position.
While the increased availability of flexible, hybrid, or work-from-home arrangements has afforded us the ability to attract and retain talent from geographies remote from our physical offices, it has also expanded competition by allowing qualified employees within those same regions to pursue job opportunities throughout the country without the need to relocate.
To help attract, retain, and motivate qualified employees in senior roles, we use equity-based awards and performance-based cash incentive awards.
Sustained declines in our stock price, or lower stock price performance relative to competitors, can reduce the retention value of our equity-based awards, which can impact the competitiveness of our compensation.
Having diverse representation and an inclusive workplace can also impact our ability to attract and retain talent and is an important driver of our ability to compete and innovate.
As such, our ability to attract and retain diverse talent can impact our corporate reputation and have adverse consequences to our business.
Furthermore, our actions or responses to any such negotiations, labor disputes, work stoppages, or strikes could negatively impact our corporate reputation and have adverse effects on our business.
Public health crises, epidemics, and pandemics, such as the COVID-19 pandemic, have had and in the future may have a material adverse impact on our business, as well as on the operations and financial performance of some of the customers and suppliers in industries that we serve.
Furthermore, protecting against the unauthorized use of proprietary technology may be difficult, expensive, and drawn out.
This is true for our major markets, including China, as well as developing markets with less developed IP systems.
Geopolitical tensions or conflicts, such as the conflict between Russia and Ukraine, and the increased adoption of AI technologies, may further heighten the risk of cyber-attacks.
Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents further risks and challenges, including the possibility of creating new attack methods for adversaries.
The use of AI to support business operations carries inherent risks related to data privacy, IP, and security, such as intended, unintended, or inadvertent transmission of proprietary, confidential, or sensitive information, as well as challenges related to implementing and maintaining AI tools, such as developing and maintaining appropriate datasets for such support.
If we fail to implement adequate safeguards, the use of AI may introduce additional operational vulnerabilities by producing inaccurate outcomes based on flaws in the underlying data or methodologies, or unintended results.
We may not have current capabilities to identify all vulnerabilities, which may allow others to exploit persistent potential exposures within our IT systems and products.
Additionally, regulators within the United States and around the world are evaluating how best to regulate development and use of data as well as AI technologies.
Additionally, we are making significant investments in AI initiatives and are building AI into many of our digital offerings.
We are planning to leverage generative AI such as large language models across our portfolios to build differentiated products and solutions and deploy those solutions through various modalities for our customers, including on the device, via edge or data centers, and/or via the cloud.
The use of AI in healthcare offerings also poses certain clinical risks resulting from potential misdiagnosis or misinformation provided from AI applications, diminishing critical judgment, or loss of interpersonal care from clinicians.
In addition, some AI scenarios, such as using AI applications to generate patient data, even if synthetic and non-identifiable, present ethical, privacy, or other social issues, risking reputational harm and/or reduced market demand or acceptance of AI solutions.
All of these risks are amplified by the critical nature of healthcare decisions and the sensitivity of health-related information, and the occurrence of any of the above could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
In 2023, China’s Central Commission for Discipline Inspection, the National Supervisory Commission, and other governmental entities in China initiated an anti-corruption campaign focused on the healthcare sector, which has resulted in the investigation of and judgments against a number of individuals and entities operating in the healthcare sector.
If we are subject to any enforcement proceedings related to this campaign, we could face civil and criminal fines, penalties, and other sanctions.
We, with the assistance of outside counsel, made voluntary self-disclosures to the SEC and the DOJ beginning in 2018 regarding tender irregularities and other potential violations of the FCPA relating to our activities in certain provinces in China.
We have been engaged in ongoing discussions with each of the SEC and the DOJ regarding these matters.
At this time, we are unable to predict the duration, scope, result, or related costs associated with these disclosures to the SEC and the DOJ.
We also are unable to predict what, if any, action may be taken by the SEC or the DOJ or what penalties or remedial actions they may seek.
Any determination that our operations or activities are not in compliance with existing laws or regulations, including applicable foreign laws, could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses.
We have been, and expect to continue to be, subject to lawsuits from customers and patients alleging that our products contributed to a personal injury, death, incorrect diagnosis, property damage, and/or that we allegedly did not appropriately warn the customer or patient of potential risks associated with the product.
- We are exposed to risks relating to the global COVID-19 pandemic.
In particular, we expect our Chinese competitors to continue to gain market share supported by Chinese government policies favorable to locally-based manufacturers.
The COVID-19 pandemic has resulted, and may continue to result, in the inability of many of our suppliers to deliver components or raw materials on a timely basis.
We anticipate these and other supply chain pressures across our business will continue to adversely affect our operations and financial performance for some period of time.
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 as part of the Separation of approximately $4,045 million.
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, which could have a material adverse effect on our business results, cash flows, and financial condition.
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 the Employee Retirement Income Security Act of 1974 ("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.
Certain liabilities are unrelated to our core business.
For example, our liabilities include pension, healthcare, and life insurance benefits previously granted 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 based on its estimates and assumptions 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.
A number of accounting estimates that we make have been and will continue to be affected by the COVID-19 pandemic and uncertainties related to these and other factors, and our accounting estimates and assumptions may change over time in response to COVID-19 (see the financial statements and the related notes included elsewhere in this Annual Report on Form 10-K).
As the COVID-19 pandemic continues to adversely affect our operating and financial results, it may also have the effect of heightening many of the other risk factors described below.
A cybersecurity breach of our systems or products, of
IT helps us operate efficiently, support our customers, maintain financial accuracy, and produce our financial statements.
From a cybersecurity perspective, for the former, we address these risks through our robust supplier cybersecurity assessment process though which suppliers are classified by risk, assessed and approved prior to onboarding (per standards including ISO 27001 and NIST 800-53) and, for critical suppliers, continuously monitored through the use of third-party services to identify fluctuations in security posture.
For the latter, we address potential software vulnerability risks through robust pre-market verification, validation, and security testing (including both internal and industry-leading third-party security testing) and our post-market vulnerability management program with response service level agreements and safety risk integration, continuous vulnerability intake, assessment from relevant sources, coordinated vulnerability disclosure program, and customer security portal for vulnerability communication and related information.
In addition, some AI scenarios present ethical, privacy, or other social issues, risking reputational harm.
Customers or their patients may bring product liability claims if our products fail, or allegedly fail, to perform as expected or show a failure rate that is higher than expected, or the use of our products results, or is alleged to result, in bodily injury, death, or property damage.
Claims may allege that our products cause or result in alleged new disease states.
In addition, meeting future regulatory requirements or our adoption of certain voluntary or other ESG-related standards could necessitate additional investments that could impact our profitability.
The effectiveness of cash flow and balance sheet hedging programs intended to mitigate currency exposures related to earnings cannot be reliably predicted given the uncertainty of changes in foreign exchange risks.
Therefore, our financial results may adversely be affected by fluctuations in foreign currency exchange risks.
We manage interest expense using a mixture of fixed-rate and variable-rate debt.
As part of our 2022 funding actions, we incurred $8,250 million of fixed-rate debt as of December 31, 2022.
A change in interest rates could impact the fair value of this debt and may indirectly impact our earnings or our cash flow.
As a result, the primary direct interest rate exposure on our earnings and cash flow arises from the Term Loan facility, which currently comprises approximately 20% of our total debt obligations.
Changes in interest rates also impact our earnings and cash flow generated from these investments, which could ultimately have a negative impact on our financial results and prospects.
FDA can delay, limit or deny clearance or approval of a product, which could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
Completion of the Spin-Off was 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.
Each opinion assumed that the Spin-Off was 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, the Company's Form 10 filing, and a number of other documents.
If our recent 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 received 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.
If our recent Spin-Off from GE 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.
We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.
An excerpt. Shown here: 40 of 258 rewritten, 40 of 94 added and 40 of 77 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
228 rewritten, 173 added, 179 removed, 152 unchanged
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the [added: consolidated and] combined financial statements and corresponding notes included elsewhere in this Annual Report on Form 10-K.
The following discussion and analysis [removed: provides] [added: provide] information management believes to be relevant to understanding the financial condition and results of operations of GE HealthCare Technologies Inc. [added: (“GE HealthCare,” the “Company,” “our,” or “we”)] for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
For additional information on the year ended December 31, [removed: 2020] [added: 2021] and year-over-year comparisons to December 31, [removed: 2021,] [added: 2022,] refer to [removed: "Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations included] in our [added: Annual Report on] Form [removed: 10-12B/A filed with] [added: 10-K for] the [removed: SEC on] [added: fiscal year ended] December [removed: 2,] [added: 31,] 2022.
Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, [added: and] particularly in [removed: "Item] [added: Item] 1A.
[removed: Risk Factors."] Actual results may differ materially from these [removed: expectations,] [added: expectations;] see “Forward-Looking Statements.”
The following tables are presented in millions of [removed: U.S.] [added: United States (“U.S.”)] dollars unless otherwise stated, except for per-share amounts which are presented in U.S. dollars.
[removed: OUR BUSINESS.][added: “Business.”]
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and [added: particularly] in [removed: "Item] [added: Item] 1A.
[removed: Risk Factors."][added: “Risk Factors.”]
*Manufacturing, [removed: Sourcing] [added: Sourcing,] and Supply Chain Management*
Trends affecting the supply chain [added: for the previous two years] include the impact of increasing prices of labor and raw [removed: materials as well as] [added: materials,] limitations on [removed: capacity] [added: capacity,] and increased cost of shipping.
We had [removed: $143] [added: $153] million and [removed: $194] [added: $143] million of assets [removed: in] [added: in,] or directly related [removed: to these two countries] [added: to, Russia and Ukraine] as of December 31, [removed: 2022,] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively, none of which are subject to sanctions that impact the carrying value of the assets.
We generated revenues of [removed: $395] [added: $340] million and [removed: $356] [added: $395] million from customers in these two countries for the years ended December 31, [removed: 2022,] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively.
[removed: Our Board assumed oversight of these risks upon completion of the Spin-Off and,] [added: The Board, together] with management, will continue to assess whether developments related to the conflict have had, or are reasonably likely to have, a material impact on the Company.
In addition, [removed: Cash provided] [added: cash] from operating activities is typically higher in the fourth quarter sequentially as inventories are lower as a result of higher revenues.
[removed: TRANSITION TO] [added: OPERATION AS A] STAND-ALONE COMPANY.
For additional information, see Note 1, [removed: "Organization] [added: “Organization] and Basis of [removed: Presentation" and Note 19, "Subsequent Events"] [added: Presentation”] to [removed: our] [added: the consolidated and] combined financial statements.
For additional [removed: information,] [added: detail regarding our income taxes,] see Note [removed: 1, "Organization and Basis of Presentation"] [added: 11, “Income Taxes”] to [removed: our] [added: the consolidated and] combined financial statements.
We have [removed: begun to establish] [added: established] additional procedures and practices as a stand-alone public company.
As a result, we have [removed: started to] and will continue to incur additional costs related to external reporting, internal audit, treasury, investor relations, Board of Directors and officers, and stock administration.
| | | | Projected benefit obligations | | | Fair value of plan assets | | | [removed: | | |] Funded status - surplus (deficit) | | |
| GE HealthCare Supplementary Pension Plan | | | [removed: 2,032] [added: 2,022] | | | — | | | [removed: | | | (2,032)] [added: (2,022)] | | |
[removed: | (a)] Refer to Note 10, [removed: "Postretirement] [added: “Postretirement] Benefit [removed: Plans"] [added: Plans”] to [removed: our] [added: the consolidated and] combined financial statements for [removed: more details. | | | | | | | | | | | | | | |][added: further details related to these plans.]
We [added: have and] expect to [added: continue to] institute competitive compensation policies and programs as an independent public company.
The expense for these policies and programs will increase from the compensation expense allocated by GE in [removed: our combined financial statements and related notes,] [added: years prior to the Spin-Off,] driven primarily by higher cash and stock compensation to retain employees and align more closely with industry peers.
Management reviews and analyzes several key performance measures including Total revenues, Remaining Performance Obligations (“RPO”), Operating income, Net income attributable to GE HealthCare, Earnings per share [removed: -] [added: –] continuing operations, and Cash [removed: flow] from [added: (used for) operating activities – continuing] operations.
Management also reviews and analyzes Organic revenue*, Adjusted Earnings Before Interest and [removed: Taxes (Adjusted EBIT*),] [added: Taxes* (“Adjusted EBIT*”),] Adjusted net income*, Adjusted [added: tax expense*, Adjusted effective tax rate* (“Adjusted ETR*”), Adjusted] earnings per share*, and Free cash flow*, which are non-GAAP financial measures.
| Total [removed: Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: revenues] | | | | | | | | | | | | [added: 19,552] | | | [added: 18,341] | | |
| | | | [removed: For the years ended December 31] | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: For the years ended December 31] | | | | | | | | |
| | | | [removed: 2022] | | | [removed: 2021] | | | | | | [removed: % change] | | | [removed: % organic* change] | | | [removed: | | | | | | | | | | | | | | |] [added: 2023] | | | [added: 2022] | | | [added: % change] | | | [added: % organic* change] | | |
| [removed: Total revenues | | | $ | 18,341 | | $ | 17,585 | | | | | 4 | | % | 7] [added: Total revenues] | | [removed: %] | | | | | | | | | | | | | | | | [added: $] | [added: 19,552] | | [added: $] | [added: 18,341] | | [added: 7%] | | | [added: 8%] | | |
| | | | [removed: 2022] | | | [removed: 2021] | | | | | | [removed: % change] | | | [added: 2023] | | | [added: 2022 | | | % change | | |]
| Products | | | $ | [removed: 4,992] [added: 4,930] | | $ | [removed: 4,543] [added: 4,992] | | | | | [removed: 10%] [added: (1)%] | | | | | |
| Services | | | [removed: 9,351] [added: 9,725] | | | [removed: 10,028] [added: 9,351] | | | | | | [removed: (7)%] [added: 4%] | | | | | |
| Total RPO | | | $ | [removed: 14,343] [added: 14,655] | | $ | [removed: 14,571] [added: 14,343] | | | | | [removed: (2)%] [added: 2%] | | | | | |
| | | | [removed: For the years ended December 31] | | | | | | [added: For the years ended December 31] | | | | | | | | | | | | | | | | | | | | |
| | | | [removed: 2022] | | | [removed: 2021] | | | | | | [removed: % change] | | | [removed: | | | | | |] [added: 2023] | | | [added: 2022] | | | [added: % change] | | |
| [removed: Operating income | | | $ | 2,522 | | $ | 2,795 | | | | | (10)%] [added: Operating income] | | | | | | | | | | | | [added: 2,435] | | | [added: 2,522] | | |
| [removed: Net] [added: Net] income attributable to GE [removed: HealthCare | | | 1,916 | | | 2,247 | | | | | | (15)%] [added: HealthCare] | | | | | | | | | | | | [added: $] | [added: 1,568] | | [added: $] | [added: 1,916] | |
| [removed: Adjusted EBIT* | | | 2,861 | | | 3,172] [added: Adjusted EBIT*] | | | | | | [removed: (10)%] | | | | | | | | | [added: $] | [added: 2,956] | | [added: $] | [added: 2,861] | | [added: 3%] | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Part II. Financial Information | | | | | |
| Index | | | | | |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) | | | Page | | |
| [Trends and Factors Impacting Our Performance](#i221eafb883df4809b0de60c20b424759_115) | | | [48](#i221eafb883df4809b0de60c20b424759_115) | | |
| [Summary of Key Performance Measures](#i221eafb883df4809b0de60c20b424759_118) | | | [49](#i221eafb883df4809b0de60c20b424759_118) | | |
| [Results of Operations](#i221eafb883df4809b0de60c20b424759_121) | | | [50](#i221eafb883df4809b0de60c20b424759_121) | | |
| [Results of Operations](#i221eafb883df4809b0de60c20b424759_124) – [Segments](#i221eafb883df4809b0de60c20b424759_124) | | | [53](#i221eafb883df4809b0de60c20b424759_124) | | |
| [Liquidity and Capital Resources](#i221eafb883df4809b0de60c20b424759_130) | | | [58](#i221eafb883df4809b0de60c20b424759_130) | | |
| [Recently Issued Accounting Pronouncements](#i221eafb883df4809b0de60c20b424759_133) | | | [59](#i221eafb883df4809b0de60c20b424759_133) | | |
| [Critical Accounting Estimates](#i221eafb883df4809b0de60c20b424759_211) | | | [59](#i221eafb883df4809b0de60c20b424759_211) | | |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
“Risk Factors”.
Unless the context otherwise requires, references to “GE HealthCare,” “we,” “us,” “our,” and the “Company” refer to (1) General Electric Company’s (“GE’s”) healthcare business prior to the previously announced spin-off of the Company on January 3, 2023 (the “Spin-Off”) as a carve-out business of GE with related combined financial statements and (2) GE HealthCare Technologies Inc. and its subsidiaries following the Spin-Off with related consolidated financial statements.
For additional information on the nature of our business see Item 1.
While we have seen some easing of these pressures in 2023, continued cost inflation or the return of material scarcity in our supply chain could have adverse impacts on our future results.
In May 2023, the U.S. Department of Commerce implemented expanded measures that require us to obtain a license for the export, re-export, or transfer of specified medical equipment and spare parts to customers in Russia.
The European Union and other countries have also expanded licensing requirements for certain spare parts and other items.
We have successfully applied and continue to apply for the licenses required to supply to these customers.
The implementation of these measures affected our ability to supply customers in Russia during the last three quarters of 2023 and will continue to do so as we continue to obtain licenses.
There is no guarantee we will obtain all of the licenses for which we applied, that any approvals we obtain will be on a timely basis, or that our business in Russia will not be further disrupted due to evolving legal or operational considerations.
*Financial Presentation Under GE Ownership*
In connection with the Spin-Off, on January 1, 2023, GE HealthCare assumed a net postretirement benefit obligation of $4,045 million, in addition to the existing GE HealthCare net postretirement benefit obligation of $278 million, for a total net obligation of $4,323 million.
The value of the assets and liabilities as of December 31, 2023, including the plans sponsored by GE HealthCare prior to the Spin-Off, are shown in the table below.
As a result of the liabilities and assets transferred to GE HealthCare on January 1, 2023, we disclose in the following table postretirement plans with assets or obligations that exceed $50 million as of December 31, 2023.
| GE HealthCare Pension Plan | | | $ | 16,138 | | $ | 14,700 | | $ | (1,438) | |
| Total Principal Pension Plans | | | 18,160 | | | 14,700 | | | (3,460) | | |
| Other Pension Plans(1) | | | 4,588 | | | 4,518 | | | (70) | | |
| OPEB Plans(1) | | | 1,133 | | | — | | | (1,133) | | |
| Total | | | $ | 23,881 | | $ | 19,218 | | $ | (4,663) | |
| (1) As defined in Note 10, “Postretirement Benefit Plans” to our consolidated and combined financial statements. | | | | | | | | | | | |
See “Results of Operations” and “Liquidity and Capital Resources” below for further discussion on our key performance measures.
| | | | | | | | | | | | | 2023 | | | 2022 | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
TOTAL REVENUES AND RPO.
| United States and Canada (“USCAN”) | | | | | | | | | | | | | | | $ | 8,551 | | $ | 8,130 | | 5% | | |
| Europe, the Middle East, and Africa (“EMEA”) | | | | | | | | | | | | | | | 5,058 | | | 4,684 | | | 8% | | |
Organic revenue* grew 2% primarily due to growth in Cardiovascular and Point of Care and Handheld product lines due to new product introductions, an increase in price, and supply chain fulfillment improvements;
BUSINESS OVERVIEW
GE HealthCare Technologies Inc. is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator.
We generate revenues from the sale of medical devices, single-use and consumable products, service capabilities, and digital solutions.
Our customers are healthcare providers and researchers, including public, private, and academic institutions.
Our products, services, and solutions enable clinicians to make more informed decisions quickly and efficiently, improving patient care from diagnosis to therapy to monitoring.
We sell our products through a combination of a global sales force and a network of channel partners, including distributors and other third parties.
We are organized into four business segments that are aligned with the industries we serve: Imaging, Ultrasound, PCS, and PDx.
Competition for resources throughout the supply chain, such as production and transportation capacities, has increased over the course of the last two years.
In addition, the announcement or imposition of any new or increased tariffs, duties, or taxes could adversely affect our supply chain.
*COVID-19 Pandemic*
Factors related directly and indirectly to the COVID-19 pandemic have been impacting operations and financial performance at varying levels across our business: refer to the respective segment sections below for further details on specific COVID-19 impacts on results.
We continue to actively monitor the pandemic, attempt to take steps to identify and mitigate the adverse impacts and risks to the business, and take appropriate actions to promote the safety of our employees, customers, and other business partners, including, as required, by government authorities.
The implications related to Russia’s invasion of Ukraine, both short- and long-term, are difficult to predict.
While we cannot estimate the broader impact of this conflict on our business due to the high degree of uncertainty related to the dynamic nature of these events and the numerous potentially destabilizing economic, political, and geopolitical developments stemming from this conflict, these two countries represent a small portion of our business.
The Board of Directors of GE oversaw and monitored those risks prior to the Spin-Off.
Given the nature of our products, we do not believe that the current sanctions and other measures imposed by the U.S., European Union, and other countries preclude us from conducting business in Ukraine and Russia, as these sanctions provide for exemptions for medicines and medical devices.
However, these constantly evolving measures and the geopolitical choices of some of our parts and logistics providers have made and will continue to make it more burdensome and costly to serve customers in Ukraine and Russia.
We continue to monitor contract manufacturing activities for the local market.
We have discontinued sales and services to all military customers in Russia and, based on the ongoing review of our remaining activities in Russia, we continue sales and services to private medical institutions and certain government customers in Russia, such as government-owned hospitals, in accordance with applicable sanctions.
With the current uncertainty in Russia and Ukraine and to ensure continuity of supply of our products and services to our customers, we are closely monitoring the performance of our suppliers and sub-tier suppliers.
In addition, we are monitoring the impact of the potential Russian oil supply and energy interruptions in Europe on the capacity of our facilities and of our suppliers.
To mitigate these risks, we are utilizing strategic inventory of materials and finished goods and additional sources of supply.
*Relationship with GE*
GE Healthcare Holding LLC was formed as a Delaware limited liability corporation on May 16, 2022 for the purpose of receiving, pursuant to a reorganization, all of the assets of GE's Healthcare business.
On December 29, 2022, GE Healthcare Holding LLC converted into a Delaware corporation pursuant to a statutory conversion and was renamed GE HealthCare Technologies Inc. On January 3, 2023, GE distributed shares representing approximately 80.1% of GE HealthCare Technologies Inc.’s outstanding common stock to holders of record of GE’s common stock as of the close of business on December 16, 2022 (the "Distribution"), in a Spin-Off that is tax-free for U.S. federal tax purposes.
The Spin-Off was subject to receipt of a private letter ruling, received November 1, 2022, from the tax authorities to the effect that the Distribution and certain related transactions will qualify as tax-free to GE and its stockholders under Sections 355 and 368 of the Code.
Following the Distribution, GE HealthCare Technologies Inc. became an independent, publicly traded company.
Historically, we have relied on GE to manage certain aspects of our operations and provide us certain services, the costs of which have historically been either allocated or directly billed to us.
Historical costs for such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company.
In connection with the Spin-Off, we entered into the Separation and Distribution Agreement with GE as well as other agreements with GE, including a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, a Trademark License Agreement and Intellectual Property Cross License Agreements, as described in "Item 13.
Certain Relationships and Related Transactions, and Director Independence." We generally expect to be able to utilize GE’s services for a transitional period following the Spin-Off before we replace these services over time with services supplied either internally or by third parties.
The expenses for the services we will receive from GE initially and then internally or by third parties may vary from the historical costs directly billed and allocated to us for the same services.
We will face challenges as we transition to becoming a stand-alone public company, including the establishment of new functions that were previously provided by GE.
Addressing the needs that arise from becoming a stand-alone company will require significant resources, including time and attention from our senior management and others throughout the Company.
We will continue to monitor potential separation dis-synergies, as we may lose the benefit of the scale and buying power of GE, and we anticipate incurring one-time costs associated with creating our own capabilities.
In connection with the Spin-Off, on January 1, 2023 GE transferred certain plan liabilities and assets to GE HealthCare.
The amounts related to the plans assumed by GE HealthCare on January 1, 2023, in addition to the existing GE HealthCare plans, are shown in the table below.
| GE HealthCare Pension Plan | | | $ | 15,968 | | $ | 14,860 | | | | | $ | (1,108) | |
| Other Pension Plans | | | 3,743 | | | 4,048 | | | | | | 305 | | |
| Retiree Benefit Plans | | | 1,210 | | | — | | | | | | (1,210) | | |
An excerpt. Shown here: 40 of 228 rewritten, 40 of 173 added and 40 of 179 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
20 rewritten, 12 added, 115 removed, 10 unchanged
We are exposed to market risk primarily from changes in interest [removed: rates and] [added: rates,] foreign currency exchange rates, [added: commodity prices, and equity prices,] which may impact future income, cash flows, and fair value of our business.
In certain situations, we may seek to reduce cash flow volatility associated with changes in [removed: interest rates and] foreign currency exchange [removed: rates] [added: rates, the foreign currency risk associated with our net investment in foreign operations, or the fair value interest rate risk of our financial instruments bearing fixed interest] by entering into financial arrangements intended to provide a hedge against a portion of the risks associated with such [removed: volatility.][added: risks.]
We enter into derivative [removed: financial arrangements] [added: contracts] to the extent they meet the [removed: objective] [added: objectives] described above, and [removed: we do] not [removed: use derivatives] for [removed: trading or] speculative [removed: purpose.][added: purposes.]
As a result of our global operations, we generate and incur a significant portion of our revenues and [removed: expenses] [added: expenses, including those arising from intercompany transactions,] in currencies other than the [removed: U.S. dollar.][added: functional currency of our foreign operations creating exposure to foreign currency translation risk.]
Such principal currencies include the Euro, the Chinese [removed: Yuan,] [added: Renminbi,] the Japanese Yen, the Norwegian Krone, and the British Pound Sterling, among others.
We use cash flow hedging primarily to reduce or eliminate the effects of foreign currency [added: exchange] rate changes on purchase and sale contracts and economic hedges [removed: (which are not designated as hedges from an accounting standpoint)] when we have exposures to currency exchange risk for which we are unable to meet the requirements for hedge accounting.
[removed: In economic hedges, the hedging derivative] [added: The] impact [added: of commodity hedges] is [removed: fully] recognized in earnings in [added: the applicable] current [removed: periods.][added: period.]
As a result of the above mitigating activities, we have been able to significantly reduce [added: the] financial impact [added: of] volatility from currency fluctuations.
The [removed: foreign currency] effect arising from [removed: operating activities outside of the U.S.,] [added: foreign currency transactions,] including the remeasurement of [removed: derivatives,] [added: derivatives mentioned above,] can result in significant [removed: transactional foreign currency] fluctuations at points in time, but generally will be offset as the underlying hedged item is recognized in earnings.
See Note 2, [removed: "Summary] [added: “Summary] of Significant Accounting [removed: Policies"] [added: Policies”] for net gains (losses) from foreign currency transactions for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]
We use [removed: cross-currency swap derivative contracts] [added: net investment hedging] to hedge [removed: translation exposure] [added: the foreign currency risk] of [added: our] net [removed: investments] [added: investment] in foreign operations against adverse movements in exchange rates against the [removed: U.S dollar.][added: USD.]
See Note 13, “Financial Instruments and Fair Value Measurements” to the [added: consolidated and] combined financial statements for further information about our risk exposures, our use of derivatives, and the effects of this activity on our [added: consolidated and] combined financial statements.
We [added: primarily] manage interest [removed: expense] [added: rate risk by] using a [removed: mixture] [added: mix] of fixed-rate and variable-rate [removed: debt.][added: debt that we deem appropriate.]
A change in interest rates would impact the fair value of [removed: this debt, but] [added: our fixed-rate debt and] would [removed: not directly] impact our earnings [removed: or] [added: and] cash [removed: flows.][added: flows associated with our floating-rate debt.]
[removed: On January 3,] [added: As of December 31,] 2023, we [removed: completed a $2,000] [added: have $8,250] million [removed: drawdown] of [added: fixed-rate debt and $1,150 million outstanding on] the Term Loan [removed: Facility,] [added: Facility] which carries a variable interest rate.
[removed: We began operations as an independent company with approximately $1,800] [added: As of December 31, 2023, we have $2,504] million of [removed: cash,] [added: Cash,] cash equivalents, and restricted cash, which are invested in short-term investments that generate income based on [removed: a] variable interest [removed: rate.][added: rates.]
A hypothetical change of interest rates by 100 basis points would increase or decrease our annual interest expense by approximately [removed: $20] [added: $22] million, partially offset by the change in interest income from our cash investments.
If supply of these materials is restricted or if prices increase, this could constrain our manufacturing of affected products, reduce our profit margins, or otherwise adversely affect our business, our customers, and patients [removed: that] [added: who] may rely on our products.
If the [removed: cost] [added: costs] of certain commodities or of energy, shipping, or transportation [removed: increases] [added: increase] and we are unable to pass along these costs to our customers, our profit margins would be adversely affected.
Disruptions in deliveries, capacity constraints, production disruptions up- or down-stream, price increases, or decreased availability of raw materials or [removed: commodities, including] [added: commodities (including] as a result of war, natural disasters, climate change-related physical and transitional risks, actual or threatened public health emergencies, or other business continuity [removed: events,] [added: events)] adversely affect our operations and, depending on the length and severity of the disruption, can limit our ability to meet our commitments to customers or significantly impact our operating profit or cash flows.
Operating entities with functional currencies other than the USD also create exposure to foreign currency risk realized upon their sale or a complete or substantially complete liquidation.
The potential decrease in fair value of our foreign currency derivative contracts from a 10% decrease in USD spot rates against other applicable currencies would have been $13 million as of December 31, 2023.
This excludes foreign currency derivative contracts designated as net investment hedges as changes in the fair value of those contracts are not expected to impact earnings.
The sensitivity analysis assumes a uniform weakening of USD spot rates against the other applicable currencies, compared to the actual exchange rates applied as of December 31, 2023, with all other factors remaining constant.
This sensitivity analysis disregards the offsetting change in value of the underlying hedged currency exposures in earnings.
We are exposed to interest rate risk due to changes in benchmark interest rates, related to the fair value of our borrowings bearing fixed interest rates and variability of cash flows related to our investments and borrowings bearing variable interest rates.
We entered into interest-rate swap contracts in the fourth quarter of 2023, to synthetically convert $1,000 million of our senior unsecured notes from fixed rates to variable rates as part of our interest rate risk management strategy.
We may from time to time engage in hedging transactions to reduce the impact to earnings from commodity price fluctuations.
EQUITY RISK.
As of December 31, 2023, we have $269 million of deferred compensation liabilities subject to the risk of changes in equity prices.
A change in the U.S equity markets would result in a corresponding change in the fair value of these deferred compensation liabilities, which would impact our earnings and cash flows.
We may from time to time engage in hedging transactions to reduce the impact to earnings from equity price fluctuations.
The results of operating entities reported in currencies other than the U.S. dollar are translated to the U.S. dollar at the applicable exchange rate for inclusion in our combined financial statements.
In cash flow hedges, the effective portion of the hedging derivative is offset in separate components of equity and ineffectiveness is recognized in earnings.
We are exposed to changes in interest rates, which primarily impact our borrowings and cash investments.
As part of our 2022 funding actions, we incurred $8,250 million of fixed- rate debt as of December 31, 2022.
As a result, the primary direct interest rate exposure on our earnings and cash flows arises from the Term Loan Facility, which currently comprises approximately 20% of our total debt obligations.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Part II. Financial Information | | | | | |
| Index | | | | | |
| Item 8. Combined Financial Statements | | | Page | | |
| [Report](#iac595a036a8248b39bcaa79c165b2cf0_19) [of Independent Registered Public Accounting Firm](#iac595a036a8248b39bcaa79c165b2cf0_19) [- Deloitte](#iac595a036a8248b39bcaa79c165b2cf0_19) [& Touche LLP](#iac595a036a8248b39bcaa79c165b2cf0_19) [(](#iac595a036a8248b39bcaa79c165b2cf0_19)[PCAOB ID No.](#iac595a036a8248b39bcaa79c165b2cf0_19) 34) | | | [64](#iac595a036a8248b39bcaa79c165b2cf0_19) | | |
| [Report](#iac595a036a8248b39bcaa79c165b2cf0_549755815059) [of Independent Registered Public Accounting Firm](#iac595a036a8248b39bcaa79c165b2cf0_549755815059) [-](#iac595a036a8248b39bcaa79c165b2cf0_549755815059) [(KPMG LLP, Chicago, I](#iac595a036a8248b39bcaa79c165b2cf0_549755815059)[L](#iac595a036a8248b39bcaa79c165b2cf0_549755815059)[, Auditor Firm ID: 185)](#iac595a036a8248b39bcaa79c165b2cf0_549755815059) | | | [66](#iac595a036a8248b39bcaa79c165b2cf0_549755815059) | | |
| [Combined Statement](#iac595a036a8248b39bcaa79c165b2cf0_22)[s](#iac595a036a8248b39bcaa79c165b2cf0_22) [of Income](#iac595a036a8248b39bcaa79c165b2cf0_22) | | | [67](#iac595a036a8248b39bcaa79c165b2cf0_22) | | |
| [Combined Statements of Comprehensive Income](#iac595a036a8248b39bcaa79c165b2cf0_31) | | | [68](#iac595a036a8248b39bcaa79c165b2cf0_31) | | |
| [Combined Statement](#iac595a036a8248b39bcaa79c165b2cf0_25)[s](#iac595a036a8248b39bcaa79c165b2cf0_25) [of Financial Position](#iac595a036a8248b39bcaa79c165b2cf0_25) | | | [69](#iac595a036a8248b39bcaa79c165b2cf0_25) | | |
| [Combined Statements of Changes in Equity](#iac595a036a8248b39bcaa79c165b2cf0_34) | | | [70](#iac595a036a8248b39bcaa79c165b2cf0_34) | | |
| [Combined Statements of Cash Flows](#iac595a036a8248b39bcaa79c165b2cf0_28) | | | [71](#iac595a036a8248b39bcaa79c165b2cf0_28) | | |
| [Notes to the Combined Financial Statements](#iac595a036a8248b39bcaa79c165b2cf0_37) | | | [72](#iac595a036a8248b39bcaa79c165b2cf0_37) | | |
| [Note 1](#iac595a036a8248b39bcaa79c165b2cf0_37) [Organization and Basis of Presentation](#iac595a036a8248b39bcaa79c165b2cf0_37) | | | [72](#iac595a036a8248b39bcaa79c165b2cf0_37) | | |
| [Note 2 Summary of Significant Accounting Policies](#iac595a036a8248b39bcaa79c165b2cf0_40) | | | [73](#iac595a036a8248b39bcaa79c165b2cf0_40) | | |
| [Note 3](#iac595a036a8248b39bcaa79c165b2cf0_43) [](#iac595a036a8248b39bcaa79c165b2cf0_43)[Revenue Recognition](#iac595a036a8248b39bcaa79c165b2cf0_43) | | | [83](#iac595a036a8248b39bcaa79c165b2cf0_43) | | |
| [Note 4](#iac595a036a8248b39bcaa79c165b2cf0_46) [](#iac595a036a8248b39bcaa79c165b2cf0_46)[Segment and Geographical Information](#iac595a036a8248b39bcaa79c165b2cf0_46) | | | [83](#iac595a036a8248b39bcaa79c165b2cf0_46) | | |
| [Note 5](#iac595a036a8248b39bcaa79c165b2cf0_49) [](#iac595a036a8248b39bcaa79c165b2cf0_49)[Receivables](#iac595a036a8248b39bcaa79c165b2cf0_49) | | | [85](#iac595a036a8248b39bcaa79c165b2cf0_49) | | |
| [Note 6](#iac595a036a8248b39bcaa79c165b2cf0_52) [](#iac595a036a8248b39bcaa79c165b2cf0_52)[Financing Receivables](#iac595a036a8248b39bcaa79c165b2cf0_52) | | | [87](#iac595a036a8248b39bcaa79c165b2cf0_52) | | |
| [No](#iac595a036a8248b39bcaa79c165b2cf0_55)[t](#iac595a036a8248b39bcaa79c165b2cf0_55)[e 7](#iac595a036a8248b39bcaa79c165b2cf0_55) [Leases](#iac595a036a8248b39bcaa79c165b2cf0_55) | | | [87](#iac595a036a8248b39bcaa79c165b2cf0_55) | | |
| [Note 8](#iac595a036a8248b39bcaa79c165b2cf0_58) [](#iac595a036a8248b39bcaa79c165b2cf0_58)[Acquisitions, Goodwill](#iac595a036a8248b39bcaa79c165b2cf0_58)[,](#iac595a036a8248b39bcaa79c165b2cf0_58) [and Other Intangible Assets](#iac595a036a8248b39bcaa79c165b2cf0_58) | | | [89](#iac595a036a8248b39bcaa79c165b2cf0_58) | | |
| [Note 9](#iac595a036a8248b39bcaa79c165b2cf0_61) [](#iac595a036a8248b39bcaa79c165b2cf0_61)[Borrowings](#iac595a036a8248b39bcaa79c165b2cf0_61) | | | [90](#iac595a036a8248b39bcaa79c165b2cf0_61) | | |
| [Note 10](#iac595a036a8248b39bcaa79c165b2cf0_64) [](#iac595a036a8248b39bcaa79c165b2cf0_64)[Postretirement Benefit Plans](#iac595a036a8248b39bcaa79c165b2cf0_64) | | | [92](#iac595a036a8248b39bcaa79c165b2cf0_64) | | |
| [Note 11 Income](#iac595a036a8248b39bcaa79c165b2cf0_549755814514) [T](#iac595a036a8248b39bcaa79c165b2cf0_549755814514)[axes](#iac595a036a8248b39bcaa79c165b2cf0_549755814514) | | | [96](#iac595a036a8248b39bcaa79c165b2cf0_549755814514) | | |
| [Note 12](#iac595a036a8248b39bcaa79c165b2cf0_70) [](#iac595a036a8248b39bcaa79c165b2cf0_70)[Accumulated Other Comprehensive](#iac595a036a8248b39bcaa79c165b2cf0_70) [(](#iac595a036a8248b39bcaa79c165b2cf0_70)[Income](#iac595a036a8248b39bcaa79c165b2cf0_70)[)](#iac595a036a8248b39bcaa79c165b2cf0_70) [](#iac595a036a8248b39bcaa79c165b2cf0_70)[Loss](#iac595a036a8248b39bcaa79c165b2cf0_70) [- Net](#iac595a036a8248b39bcaa79c165b2cf0_70) | | | [99](#iac595a036a8248b39bcaa79c165b2cf0_70) | | |
| [Note 13](#iac595a036a8248b39bcaa79c165b2cf0_73) [](#iac595a036a8248b39bcaa79c165b2cf0_73)[Financial Instruments and Fair Value Measurements](#iac595a036a8248b39bcaa79c165b2cf0_73) | | | [99](#iac595a036a8248b39bcaa79c165b2cf0_73) | | |
| [Note 14](#iac595a036a8248b39bcaa79c165b2cf0_76) [](#iac595a036a8248b39bcaa79c165b2cf0_76)[Commitments, Guarantees, Product Warranties](#iac595a036a8248b39bcaa79c165b2cf0_76)[,](#iac595a036a8248b39bcaa79c165b2cf0_76) [and Other Loss Contingencies](#iac595a036a8248b39bcaa79c165b2cf0_76) | | | [102](#iac595a036a8248b39bcaa79c165b2cf0_76) | | |
| [Note 15](#iac595a036a8248b39bcaa79c165b2cf0_79) [](#iac595a036a8248b39bcaa79c165b2cf0_79)[Restructuring and Other Activities](#iac595a036a8248b39bcaa79c165b2cf0_79) | | | [104](#iac595a036a8248b39bcaa79c165b2cf0_79) | | |
| [Note 16](#iac595a036a8248b39bcaa79c165b2cf0_82) [](#iac595a036a8248b39bcaa79c165b2cf0_82)[Supplemental Financial Information](#iac595a036a8248b39bcaa79c165b2cf0_82) | | | [104](#iac595a036a8248b39bcaa79c165b2cf0_82) | | |
| [Note 17](#iac595a036a8248b39bcaa79c165b2cf0_85) [](#iac595a036a8248b39bcaa79c165b2cf0_85)[Related Parties](#iac595a036a8248b39bcaa79c165b2cf0_85) | | | [106](#iac595a036a8248b39bcaa79c165b2cf0_85) | | |
| [Note 18 Discontinued Operations](#iac595a036a8248b39bcaa79c165b2cf0_659) | | | [107](#iac595a036a8248b39bcaa79c165b2cf0_659) | | |
| [Note 19 Subsequent Events](#iac595a036a8248b39bcaa79c165b2cf0_88) | | | [108](#iac595a036a8248b39bcaa79c165b2cf0_88) | | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
An excerpt. Shown here: all 20 rewritten, all 12 added and 40 of 115 removed. The counts are complete. For every sentence, read Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK in the FY2023 filing and the FY2022 filing.
Item 1. BUSINESS
149 rewritten, 65 added, 130 removed, 189 unchanged
We have approximately [removed: 50,000 employees] [added: 51,000 colleagues] dedicated to our mission to create a world where healthcare has no limits.
Our products, services, and solutions [added: are designed to] enable clinicians to make more informed decisions quickly and efficiently, improving patient care from diagnosis to therapy to monitoring.
We generate revenue from the sale of medical devices, [removed: single-use and] consumable products, service capabilities, and digital solutions.
Precision care is expected to drive continued demand and [removed: opportunity] [added: the need] for novel technologies and future innovation, as healthcare providers and researchers seek new solutions and tools for managing existing and new care pathways.
The pursuit of precision care opportunities significantly expands our [removed: served] [added: addressable] industries to include integrated diagnostics, [removed: artificial intelligence ("AI")] [added: AI] and machine learning-based clinical decision support, highly personalized therapies enabled by more precise diagnostics, and remote patient monitoring.
We serve customers in [removed: more than] [added: approximately] 160 countries with a global team of [removed: 10,000] [added: 9,900] sales professionals, [removed: 8,300] [added: 8,100] field service engineers, and a network of 43 [removed: manufacturing] [added: manufacturing, assembly, and pharmaceutical production] sites across 17 countries.
[removed: GE HealthCare Technologies Inc., a Delaware corporation, completed its spin off (the "Spin-Off" or] [added: On January 3, 2023,] the [removed: "Separation") from] General Electric Company [removed: ("GE") on January 3, 2023.][added: (“GE”) completed the previously announced spin-off of GE HealthCare (the “Spin-Off”).]
We have a [removed: large] [added: large,] global installed base of medical imaging, ultrasound, and patient monitoring systems.
Our business is comprised of four [removed: segments that are aligned with the industries we serve:][added: segments:]
Our Imaging portfolio spans the care continuum and provides critical tools for [removed: physicians] [added: physicians,] from initial screening and diagnosis, through therapeutic [removed: decision-making, to] [added: decision-making and] monitoring of patient progression.
Our products [removed: are essential] [added: support providers] in the delivery of care for a broad spectrum of clinical specialties, including oncology, cardiology, neurology, nuclear medicine, orthopedics, women’s health, pediatrics, and surgery.
Our Imaging portfolio is comprised of six product lines and associated service capabilities: Molecular [removed: Imaging ("MI"),] [added: Imaging,] Computed [removed: Tomography ("CT"),] [added: Tomography,] Magnetic [removed: Resonance ("MR"),] [added: Resonance,] Image-Guided Therapies, Women’s [removed: Health ("WH"),] [added: Health,] and X-ray.
We manage our [removed: MI] [added: Molecular Imaging] and [removed: CT] [added: Computed Tomography] product lines together (“MI/CT”) and our Women’s Health and X-ray product lines together (“WH/XR”).
- [removed: MI] [added: Molecular imaging (“MI”)] enables the visualization, characterization, and quantification of functional processes taking place at the cellular and subcellular levels within patients.
Our [removed: MI] [added: Molecular Imaging] team works closely with the [removed: Pharmaceutical Diagnostics ("PDx")] [added: PDx] segment and their innovations and collaborations with pharmaceutical companies.
- [removed: CT] [added: Computed tomography (“CT”)] scans render 3D anatomical images of [removed: structures] [added: structures,] such as bone, soft tissue, and air cavities using an X-ray tube that rotates around a patient.
Our comprehensive [removed: CT] [added: Computed Tomography] portfolio includes multi-purpose and specialty scanners.
- [removed: MR] [added: Magnetic resonance (“MR”)] is a [removed: sophisticated,] non-invasive imaging technology that produces detailed anatomical images of almost every internal structure in the human body, such as the brain, spinal cord, heart, breast, kidneys, muscles, ligaments, and tendons.
Our [removed: MR] [added: Magnetic Resonance] portfolio includes scanners for a range of clinical capabilities through different bore sizes, magnetic field strengths, and scalable platforms.
Intraoperative imaging systems are used to visualize procedures that involve implants and devices, such as stents, balloons, [removed: pace makers,] [added: pacemakers,] and artificial joints.
Our interventional systems are [removed: commercialized under the IGS brand and are] comprised of a broad portfolio of products that provide real-time advanced X-ray imaging and integrate with other imaging and diagnostic technologies that support clinicians in planning, guiding, and assessing minimally-invasive procedures.
Our surgical systems are [removed: commercialized under the OEC brand and are] comprised of a broad portfolio of mobile surgical C-arms that meet the varying clinical and environmental needs for surgical imaging around the world.
[removed: GE HealthCare’s] [added: Our] X-ray product portfolio includes systems for three distinct clinical situations: fixed room radiography products installed in hospitals and imaging centers; mobile radiography products used for bedside or other point-of-care imaging needs; and fluoroscopy products installed in hospitals for dynamic or “moving” X-ray imaging in applications like gastrointestinal examinations.
We also offer Picture Archiving and Communication [removed: System] [added: Systems] and Radiological Information Systems to manage the storage and reporting of radiology images.
In addition to our core products, digital solutions, and service offerings, we provide complementary enterprise solutions, such as education and [removed: training,] [added: training] and data integration services.
Our broad enterprise solutions [removed: across] [added: used along] the imaging continuum enable us to drive connectivity across healthcare systems and throughout the product lifecycle.
[removed: Our] [added: GE HealthCare is a global leader in ultrasound medical devices and solutions with a] broad portfolio [added: that] spans the continuum of care, including screening, diagnosis, treatment, and monitoring of certain diseases.
Our Ultrasound business’ focus is on designing solutions that are aligned by [removed: specialties/care] [added: specialties or care] areas for specific clinical workflows to better serve the unique needs of our customers and improve patient outcomes, while lowering the overall cost of care.
We continue to [removed: innovate and] deliver [removed: best-in-class] [added: innovative] ultrasound [removed: probes and] [added: probes,] consoles, and [removed: to develop] digital [added: and AI] solutions that increase diagnostic accuracy and simplify clinical [added: and operational] workflows.
Our Ultrasound [removed: portfolio] [added: equipment portfolio, digital] and [added: AI solutions, and] associated service capabilities serve customers across five clinical areas: Radiology and Primary Care, Women’s Health, Cardiovascular, Point of Care and Handheld, and Surgical Visualization [removed: &] [added: and] Guidance:
- Radiology and Primary Care [removed: ultrasound] [added: Ultrasound is comprised of] systems [added: that] produce images to support precise diagnoses and treatment across the whole body, including liver, thyroid, renal, breast, vascular, and [removed: transcranial.][added: transcranial applications.]
Our systems combine [removed: exceptional] [added: high] image quality with comprehensive clinical tools, including measurement quantification, workflow automation, cross-modality networking, portability, and cloud-based technologies.
[added: Our] Ultrasound [removed: is] [added: solutions are] also used for guidance during interventional, electrophysiology, and surgical procedures.
Our portfolio contains [removed: console, laptop,] [added: consoles, laptops,] and handheld devices.
- Our suite of Surgical Visualization [removed: &] [added: and] Guidance products [removed: that we acquired through the BK Medical acquisition (2021)] helps surgeons visualize anatomy and lesions, guide interventions, and navigate inside the human body.
Intraoperative imaging [removed: provides] [added: expands the use of ultrasound beyond diagnostics by providing] real-time information throughout surgical procedures that can be used to confirm or amend surgical plans, monitor progress, and validate the execution of a [removed: procedure, all while the patient is in the operating room.][added: procedure.]
Our [added: equipment, digital, and AI solutions are complemented by] service offerings [added: that] are highly regionalized [removed: with] [added: according to] local requirements, varying customer needs, and cross-modality service strategies.
[removed: PATIENT CARE SOLUTIONS BUSINESS.][added: | Thomas J. Westrick | | | 55 | | | CEO, Patient Care Solutions | | |]
[removed: GE HealthCare’s PCS] [added: The Patient Care Solutions] business is a leading global provider of medical devices, [removed: consumable products,] [added: consumables,] services, and digital solutions that [removed: complement a care team’s clinical expertise by acquiring] [added: acquire] and [removed: transforming] [added: transform complex] clinical data into real-time visualization and clinical decision [removed: support.][added: support to ease the way to more confident patient care and improve patient outcomes.]
Our [removed: PCS] portfolio is comprised of [removed: five product lines:] Patient Monitoring, Anesthesia Delivery and Respiratory Care, Diagnostic Cardiology, Maternal Infant Care, and Consumables and [removed: Services.][added: Services connected by and differentiated with our digital solutions.]
Our customers are healthcare providers and researchers, including public, private, and academic institutions.
GE HealthCare Technologies Inc. is a Delaware corporation with corporate headquarters in Chicago, Illinois.
Refer to Note 1, “Organization and Basis of Presentation” for further information regarding the Spin-Off.
IMAGING.
ULTRASOUND.
Each clinical area is supported with our digital and AI Ultrasound solutions that are designed to deliver optimal, simplified, and scalable clinical and operational workflows.
They are designed to increase efficiencies that support higher scan volume and billing opportunities by: providing AI-guided ultrasound to help experienced to novice clinicians acquire quality diagnostic images; eliminating keystrokes to shorten exam time; and providing clinical decision support tools.
Clinicians are further supported by our broad probe portfolio which includes specialized probes for surgical intervention and transesophageal procedures.
PATIENT CARE SOLUTIONS.
Our devices, digital solutions, and service solutions form a broad and integrated portfolio that support patient care needs and care teams within and beyond most acute healthcare environments.
- Our flexible Patient Monitoring solutions enable clinicians to flex care based on a patient’s acuity and across all the acute care continuum.
PHARMACEUTICAL DIAGNOSTICS.
We offer contrast injectors through collaborations with third-party original equipment manufacturers.
Our strong portfolio of diagnostic agents and advanced global supply chain, combined with our imaging, cyclotron, and advanced visualization software, positions our Company to grow in existing markets as well as emerging adjacencies.
ACQUISITIONS
Our business strategy includes the acquisition of technologies and businesses that expand or complement our existing business.
Refer to Note 8, “Acquisitions, Goodwill, and Other Intangible Assets” for information about our acquisitions.
We occasionally enter into agreements with third parties related to collaboration on R&D activities associated with the development of new or innovative products.
See Note 18, “Supplemental Financial Information” for further information.
We believe that invention leads to value for our customers and stakeholders, and that a culture of innovation across GE HealthCare is a core element of our business.
We also entered into a long-term trademark license with GE that enables GE HealthCare to continue building upon our brand.
The global medical technology industry is highly competitive and comprised of global and regional participants of all sizes that can vary by product line.
Because of the diversity of our products and offerings, we face a wide variety of competitors, including a broad range of manufacturers, third-party distributors, and service providers.
While key competitive factors and trends vary among our segments, these typically include value, quality and performance, safety, delivery speed, service and support, technology and innovation, software offering, and brand reputation.
For a further discussion of risks related to competition, please refer to Item 1A.
“Risk Factors.”
We are a purpose-driven global workforce of approximately 51,000 colleagues with a significant average tenure reflecting a strong, engaged culture.
Our colleagues are committed to serving our customers and enabling them to provide the highest quality patient care.
Our values emphasize safety for patients, customers, and colleagues; servant leadership with unyielding integrity; and fostering an inclusive culture and diverse team with a mission to deliver precision care innovation.
We have aligned the organization around Cultural Operating Principles, which represent a shared understanding of how we expect colleagues to work with each other and interact with stakeholders to enable our growth strategy, deliver on our purpose, and create value for our colleagues, customers, patients, shareholders, and communities.
These Cultural Operating Principles are:
- Serve our people, patients, and customers;
- Lead with a lean mindset;
- Empower entrepreneurial spirit;
- Deliver the future of healthcare; and
- Win together and have fun.
Learning and the professional development of our colleagues continue to be foundational priorities for the organization as a whole.
- Retain, motivate, and reward our talent: GE HealthCare’s approach to total rewards is underpinned by a philosophy designed to provide programs that attract, retain, and motivate our people to fulfill our purpose to create a world where healthcare has no limits.
Our philosophy is further supported by four principles that guide the total rewards we provide, which are:
- Business-focused and differentiated by performance;
Our customers are healthcare providers and researchers, including public, private, and academic institutions that comprise an estimated $87 billion global industry growing at a mid-single digit Compound Annual Growth Rate ("CAGR").
On January 4, 2023, our common stock began regular-way trading on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol “GEHC." Our corporate headquarters are in Chicago, Illinois.

IMAGING BUSINESS.
Starting with the development of the X-ray in 1896, we have been at the forefront of industry-defining innovations for over 125 years and have consistently deployed advanced, innovative technologies to develop intelligently efficient solutions to address critical needs of our customers.
We supplement our imaging solutions with digital applications and software solutions, leveraging our Artificial Intelligence ("AI") and advanced data science capabilities.
We also offer specialized global service capabilities to support devices with repairs, upgrades, and lifecycle management.
For each product in our portfolio, we develop and offer upgrades that expand clinical functionality throughout the product’s lifecycle and extend the life of imaging devices and software for a strong return on our customers’ investment.
Together, our imaging devices, digital solutions, and specialized services are designed to increase accuracy and precision of diagnostic and therapeutic efforts, improve efficiency of customer operations and workflows, and enable precision therapy delivery.
ULTRASOUND BUSINESS.
GE HealthCare is a global leader in ultrasound medical devices and solutions.
We enhance our leading technology with leading customer service that includes customer education and technical support with the goal of improving clinical workflows and operational efficiencies.
Our portfolio includes a range of products covering various specialties in this market, including obstetrics and gynecology.
Our portfolio supports both diagnostic exams and interventional procedures.
These systems expand the use of ultrasound beyond diagnostics and support fast-growing precision surgery techniques, such as minimally-invasive and robotic-assisted surgeries, which require visualization for safe and effective navigation.
With real-time critical information, surgeons can deliver faster, more personalized care and achieve better health outcomes for patients.
Our Ultrasound Digital Solutions portfolio is dedicated to helping solve the efficiency, accuracy, standardization, and accessibility challenges of ultrasound through seamlessly connected devices and workflow solutions.
Our Ultrasound business segment has a large installed base that requires ongoing service, upgrades, and updates.
Seamless connection of devices, software, and services increases satisfaction and engagement of customers as they seek offerings that are optimally maintained and allow upgrades.
We offer full-service contracts providing a range of coverage, as well as parts, probe repair, and remote diagnostics.
This allows care teams to more proactively adapt to changing patient needs and improve patient care and outcomes.
Our PCS portfolio also helps solve current challenges our customers face, such as increased patient demand, clinician labor shortages, and the rising cost of care, by simplifying clinical and operational workflows to create efficiencies and capacity.
PCS' products, along with our digital solutions and service capabilities, form a broad and integrated portfolio of solutions that supports care teams within and beyond most acute healthcare settings, including emergency departments, surgical/operating rooms, intensive care units (“ICUs”), neonatal intensive care units (“NICU”), labor and delivery units, telemetry units, medical-surgical units/general wards, cardiology departments, and clinics.
- Patient Monitoring enables clinicians to care for patients across all acute care settings.
Our Diagnostic Cardiology products focus on harnessing the power of the ECG to save lives from that disease.
Our digital solutions simplify visualization to guide clinical and operational decisions, enabling efficient care team collaboration virtually.
PHARMACEUTICAL DIAGNOSTICS BUSINESS.
We believe our established positions in imaging scanners, contrast media, contrast injectors, chemistry systems, radiopharmaceuticals, and cyclotrons give us unique insights into end-user needs that allow us to continuously innovate our product portfolio to offer differentiated solutions.
Our Contrast Media business also includes contrast injection devices through collaborations with original equipment manufacturers.
OUR INDUSTRIES
The breadth of our product portfolio and global presence supports an estimated $87 billion total addressable opportunity across the industries our four business segments serve.
Our industries are experiencing macro trends that we expect to continue to drive sustainable long-term growth in the demand for medical technology, pharmaceutical diagnostics, and digital solutions.
We expect to benefit from many of these trends as our portfolio of solutions directly addresses many of the challenges and opportunities facing our customers today.
As a stand-alone company, we will accelerate investments in Research and Development ("R&D") and innovation in areas where we see the most compelling growth opportunities, enhancing our competitive advantages.
MACRO HEALTHCARE TRENDS.
- Growing adoption of precision care.
Patients and providers are increasingly recognizing the power of precision care to improve individual outcomes while enhancing the patient experience, containing costs, customizing care, and improving provider efficiency by lowering the amount of time required to treat patients.
- Digitization of healthcare.
Valuable healthcare data is increasingly being used to improve care across disease states, enhance the ability of clinicians to diagnose and treat patients, and improve clinical workflow efficiencies, often assisted by software applications that utilize AI and machine learning technologies.
- Increasing demand for healthcare driven by demographic trends.
An excerpt. Shown here: 40 of 149 rewritten, 40 of 65 added and 40 of 130 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Item 3. LEGAL PROCEEDINGS
0 rewritten, 0 added, 6 removed, 1 unchanged
We are reporting the following environmental matter in compliance with SEC requirements to disclose environmental proceedings where a governmental authority is a party and that involve potential monetary sanctions of $300,000 or greater.
In July 2022, GE’s Healthcare business received a notice of intention to impose an administrative fine of approximately $0.6 million related to a December 2019 liquid hazardous waste event at our Rehovot, Israel site.
The event involved clean room waste that spilled onto an unsealed floor, leading to an escape of a small amount of liquid to a third-party facility on a lower floor.
The Israeli Ministry of Environmental Protection (“MEP”) concluded that the incident breached the site’s toxins permit.
In accordance with local law, GE HealthCare has responded to MEP’s notice of fine challenging both the basis for, and level of, the fine.
A decision from MEP is pending.
Cover and table of contents
32 rewritten, 11 added, 8 removed, 53 unchanged
For the fiscal year ended December 31, [removed: 2022][added: 2023]
[removed: ][added: ]
| 500 W. Monroe Street, [removed: Chicago] [added: Chicago,] IL | | | | | | 60661 | | |
(Registrant’s telephone number, including area code) [removed: (617) 443-3400][added: (833) 735-1139]
Yes [removed: ¨] [added: ☑] No [removed: ☑][added: ☐]
Yes [removed: ☑] [added: ☑] No [removed: ¨][added: ☐]
| Large accelerated filer | | | [removed: ☐] [added: ☑] | | | Accelerated filer | | | ☐ | | |
| Non-accelerated filer | | | [removed: ☑] [added: ☐] | | | Smaller reporting company | | | ☐ | | |
The definitive proxy statement relating to the registrant’s Annual Meeting of Shareholders, to be held May [removed: 23, 2023,] [added: 21, 2024,] is incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.
| [Forward-Looking [removed: Statements](#iac595a036a8248b39bcaa79c165b2cf0_13)] [added: Statements](#i221eafb883df4809b0de60c20b424759_22)] | | | | | | [removed: [3](#iac595a036a8248b39bcaa79c165b2cf0_13)] [added: [3](#i221eafb883df4809b0de60c20b424759_22)] | | |
| [Item [removed: 1A.](#iac595a036a8248b39bcaa79c165b2cf0_722)] [added: 1A.](#i221eafb883df4809b0de60c20b424759_184)] | | | [Risk [removed: Factors](#iac595a036a8248b39bcaa79c165b2cf0_722)] [added: Factors](#i221eafb883df4809b0de60c20b424759_184)] | | | [removed: [18](#iac595a036a8248b39bcaa79c165b2cf0_722)] [added: [15](#i221eafb883df4809b0de60c20b424759_184)] | | |
| [Item [removed: 1B.](#iac595a036a8248b39bcaa79c165b2cf0_729)] [added: 1B.](#i221eafb883df4809b0de60c20b424759_187)] | | | [Unresolved Staff [removed: Comments](#iac595a036a8248b39bcaa79c165b2cf0_729)] [added: Comments](#i221eafb883df4809b0de60c20b424759_187)] | | | [removed: [44](#iac595a036a8248b39bcaa79c165b2cf0_729)] [added: [44](#i221eafb883df4809b0de60c20b424759_187)] | | |
| [Item [removed: 3.](#iac595a036a8248b39bcaa79c165b2cf0_742)] [added: 3.](#i221eafb883df4809b0de60c20b424759_193)] | | | [Legal [removed: Proceedings](#iac595a036a8248b39bcaa79c165b2cf0_742)] [added: Proceedings](#i221eafb883df4809b0de60c20b424759_193)] | | | [removed: [44](#iac595a036a8248b39bcaa79c165b2cf0_742)] [added: [45](#i221eafb883df4809b0de60c20b424759_193)] | | |
| [Item [removed: 4.](#iac595a036a8248b39bcaa79c165b2cf0_749)] [added: 4.](#i221eafb883df4809b0de60c20b424759_157)] | | | [Mine Safety [removed: Disclosures](#iac595a036a8248b39bcaa79c165b2cf0_749)] [added: Disclosures](#i221eafb883df4809b0de60c20b424759_157)] | | | [removed: [45](#iac595a036a8248b39bcaa79c165b2cf0_749)] [added: [45](#i221eafb883df4809b0de60c20b424759_157)] | | |
| [Item [removed: 5.](#iac595a036a8248b39bcaa79c165b2cf0_756)] [added: 5.](#i221eafb883df4809b0de60c20b424759_199)] | | | [Market for [removed: Registrant](#iac595a036a8248b39bcaa79c165b2cf0_756)['](#iac595a036a8248b39bcaa79c165b2cf0_756)[s] [added: Registrant](#i221eafb883df4809b0de60c20b424759_199)[’](#i221eafb883df4809b0de60c20b424759_199)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iac595a036a8248b39bcaa79c165b2cf0_756)] [added: Securities](#i221eafb883df4809b0de60c20b424759_199)] | | | [removed: [45](#iac595a036a8248b39bcaa79c165b2cf0_756)] [added: [45](#i221eafb883df4809b0de60c20b424759_199)] | | |
| [Item [removed: 7.](#iac595a036a8248b39bcaa79c165b2cf0_94)] [added: 7.](#i221eafb883df4809b0de60c20b424759_106)] | | | [removed: [Management](#iac595a036a8248b39bcaa79c165b2cf0_94)['](#iac595a036a8248b39bcaa79c165b2cf0_94)[s] [added: [Management](#i221eafb883df4809b0de60c20b424759_106)[’](#i221eafb883df4809b0de60c20b424759_106)[s] Discussion and Analysis of Financial Condition and Results of [removed: Operation](#iac595a036a8248b39bcaa79c165b2cf0_94)s] [added: Operation](#i221eafb883df4809b0de60c20b424759_106)s] | | | [removed: [45](#iac595a036a8248b39bcaa79c165b2cf0_94)] [added: [47](#i221eafb883df4809b0de60c20b424759_106)] | | |
| [Item [removed: 7A.](#iac595a036a8248b39bcaa79c165b2cf0_1006)] [added: 7A.](#i221eafb883df4809b0de60c20b424759_283)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#iac595a036a8248b39bcaa79c165b2cf0_1006)] [added: Risk](#i221eafb883df4809b0de60c20b424759_283)] | | | [removed: [62](#iac595a036a8248b39bcaa79c165b2cf0_1006)] [added: [62](#i221eafb883df4809b0de60c20b424759_283)] | | |
| [Item [removed: 8.](#iac595a036a8248b39bcaa79c165b2cf0_796)] [added: 8.](#i221eafb883df4809b0de60c20b424759_25)] | | | [Financial Statements and Supplementary [removed: Data](#iac595a036a8248b39bcaa79c165b2cf0_796)] [added: Data](#i221eafb883df4809b0de60c20b424759_25)] | | | [removed: [63](#iac595a036a8248b39bcaa79c165b2cf0_796)] [added: [64](#i221eafb883df4809b0de60c20b424759_25)] | | |
| [Item [removed: 9.](#iac595a036a8248b39bcaa79c165b2cf0_806)] [added: 9.](#i221eafb883df4809b0de60c20b424759_286)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iac595a036a8248b39bcaa79c165b2cf0_806)] [added: Disclosure](#i221eafb883df4809b0de60c20b424759_286)] | | | [removed: [109](#iac595a036a8248b39bcaa79c165b2cf0_806)] [added: [116](#i221eafb883df4809b0de60c20b424759_286)] | | |
| [Item [removed: 9A.](#iac595a036a8248b39bcaa79c165b2cf0_819)] [added: 9A.](#i221eafb883df4809b0de60c20b424759_196)] | | | [Controls and [removed: Procedures](#iac595a036a8248b39bcaa79c165b2cf0_819)] [added: Procedures](#i221eafb883df4809b0de60c20b424759_196)] | | | [removed: [109](#iac595a036a8248b39bcaa79c165b2cf0_819)] [added: [116](#i221eafb883df4809b0de60c20b424759_196)] | | |
| [Item [removed: 9B.](#iac595a036a8248b39bcaa79c165b2cf0_826)] [added: 9B.](#i221eafb883df4809b0de60c20b424759_289)] | | | [Other [removed: Information](#iac595a036a8248b39bcaa79c165b2cf0_826)] [added: Information](#i221eafb883df4809b0de60c20b424759_289)] | | | [removed: [110](#iac595a036a8248b39bcaa79c165b2cf0_826)] [added: [117](#i221eafb883df4809b0de60c20b424759_289)] | | |
| [Item [removed: 9C.](#iac595a036a8248b39bcaa79c165b2cf0_847)] [added: 9C.](#i221eafb883df4809b0de60c20b424759_292)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iac595a036a8248b39bcaa79c165b2cf0_847)] [added: Inspections](#i221eafb883df4809b0de60c20b424759_292)] | | | [removed: [110](#iac595a036a8248b39bcaa79c165b2cf0_847)] [added: [117](#i221eafb883df4809b0de60c20b424759_292)] | | |
| [Item [removed: 10.](#iac595a036a8248b39bcaa79c165b2cf0_833)] [added: 10.](#i221eafb883df4809b0de60c20b424759_295)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#iac595a036a8248b39bcaa79c165b2cf0_833)] [added: Governance](#i221eafb883df4809b0de60c20b424759_295)] | | | [removed: [110](#iac595a036a8248b39bcaa79c165b2cf0_833)] [added: [117](#i221eafb883df4809b0de60c20b424759_295)] | | |
| [Item [removed: 11.](#iac595a036a8248b39bcaa79c165b2cf0_840)] [added: 11.](#i221eafb883df4809b0de60c20b424759_298)] | | | [Executive [removed: Compensation](#iac595a036a8248b39bcaa79c165b2cf0_840)] [added: Compensation](#i221eafb883df4809b0de60c20b424759_298)] | | | [removed: [110](#iac595a036a8248b39bcaa79c165b2cf0_840)] [added: [117](#i221eafb883df4809b0de60c20b424759_298)] | | |
| [Item [removed: 12.](#iac595a036a8248b39bcaa79c165b2cf0_854)] [added: 12.](#i221eafb883df4809b0de60c20b424759_301)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: S](#iac595a036a8248b39bcaa79c165b2cf0_854)[tockholder](#iac595a036a8248b39bcaa79c165b2cf0_854) [Matters](#iac595a036a8248b39bcaa79c165b2cf0_854)] [added: Stockholder Matters](#i221eafb883df4809b0de60c20b424759_301)] | | | [removed: [110](#iac595a036a8248b39bcaa79c165b2cf0_854)] [added: [117](#i221eafb883df4809b0de60c20b424759_301)] | | |
| [Item [removed: 13.](#iac595a036a8248b39bcaa79c165b2cf0_861)] [added: 13.](#i221eafb883df4809b0de60c20b424759_304)] | | | [Certain Relationships and Related [removed: Transactions](#iac595a036a8248b39bcaa79c165b2cf0_861)[,](#iac595a036a8248b39bcaa79c165b2cf0_861) [and] [added: Transactions, and] Director [removed: Independence](#iac595a036a8248b39bcaa79c165b2cf0_861)] [added: Independence](#i221eafb883df4809b0de60c20b424759_304)] | | | [removed: [110](#iac595a036a8248b39bcaa79c165b2cf0_861)] [added: [117](#i221eafb883df4809b0de60c20b424759_304)] | | |
| [Item [removed: 14.](#iac595a036a8248b39bcaa79c165b2cf0_869)] [added: 14.](#i221eafb883df4809b0de60c20b424759_307)] | | | [Principal [removed: Account](#iac595a036a8248b39bcaa79c165b2cf0_869)[ant](#iac595a036a8248b39bcaa79c165b2cf0_869) [Fees] [added: Accountant Fees] and [removed: Services](#iac595a036a8248b39bcaa79c165b2cf0_869)] [added: Services](#i221eafb883df4809b0de60c20b424759_307)] | | | [removed: [110](#iac595a036a8248b39bcaa79c165b2cf0_869)] [added: [117](#i221eafb883df4809b0de60c20b424759_307)] | | |
| [Item [removed: 15.](#iac595a036a8248b39bcaa79c165b2cf0_876)] [added: 15.](#i221eafb883df4809b0de60c20b424759_310)] | | | [Exhibits and Financial Statement [removed: Schedules](#iac595a036a8248b39bcaa79c165b2cf0_876)] [added: Schedules](#i221eafb883df4809b0de60c20b424759_310)] | | | [removed: [111](#iac595a036a8248b39bcaa79c165b2cf0_876)] [added: [117](#i221eafb883df4809b0de60c20b424759_310)] | | |
| [Item [removed: 16.](#iac595a036a8248b39bcaa79c165b2cf0_883)] [added: 16.](#i221eafb883df4809b0de60c20b424759_313)] | | | [Form 10-K [removed: Summary](#iac595a036a8248b39bcaa79c165b2cf0_883)] [added: Summary](#i221eafb883df4809b0de60c20b424759_313)] | | | [removed: [112](#iac595a036a8248b39bcaa79c165b2cf0_883)] [added: [120](#i221eafb883df4809b0de60c20b424759_313)] | | |
These forward-looking statements may include, but are not limited to, statements about our business; information related to our business segment portfolios and strategies; [added: human capital management and environmental, social, and governance (“ESG”) strategies and initiatives;] financial performance, financial [removed: condition] [added: condition,] and results of operations, including [added: revenue,] revenue growth, profit, [removed: cash flows, and] [added: taxes,] earnings per [removed: share;] [added: share, and cash flows;] the impacts of macroeconomic and market conditions and volatility on our business operations, financial results, and financial position and on supply chains and the world economy; our strategy, innovation, and [removed: investments;] [added: investments, including research and development activities;] our cost structure; our funding and liquidity; the impacts on our business of manufacturing, [removed: sourcing] [added: sourcing,] and supply chain [removed: management, the COVID-19 pandemic, and] [added: management;] the Russia and Ukraine conflict; our [removed: transition to] [added: operations as] a stand-alone company; and risks related to foreign currency exchange, interest rates, and commodity price volatility.
Factors that could cause our actual results to differ materially from those described in our forward-looking statements include, but are not limited to, operating in highly competitive markets; [added: our ability to successfully complete strategic transactions;] the actions or inactions of third parties with whom we partner and the various collaboration, licensing, and other partnerships and alliances we have with third parties; demand for our products, services, or solutions and factors that affect that demand; management of our supply chain and our ability to cost-effectively secure the materials we need to operate our business; disruptions in our operations; changes in third-party and government reimbursement processes, rates, contractual relationships, and mix of public and private [removed: payers; the] [added: payers, including related to government shutdowns; our] ability to attract and/or retain key personnel and qualified employees; [removed: the] global [removed: COVID-19 pandemic] [added: geopolitical] and [removed: its] [added: economic instability, including as a result of the conflict between Ukraine and Russia, the conflict in Israel and surrounding areas, and the actions in the Red Sea region; public health crises, epidemics, and pandemics, such as the Coronavirus Disease 2019 (“COVID-19”) and their] effects on our business; maintenance and protection of our intellectual property [removed: rights;] [added: (“IP”) rights, as well as maintenance of successful research and development efforts with respect to commercially successful products and technologies;] the impact of potential information technology, cybersecurity, or data security breaches; compliance with the various legal, regulatory, tax, [added: privacy,] and other laws to which we are [removed: subject] [added: subject, such as the Foreign Corrupt Practices Act (the “FCPA”)] and [added: similar anti-corruption and anti-bribery laws globally, and] related changes, claims, [added: inquiries, investigations,] or actions; [added: our] ability to control increases in healthcare costs and any subsequent effect on demand for our products, services, or solutions; the [added: impacts related to our increasing focus on and investment in cloud, edge, artificial intelligence (“AI”), and software offerings; the] impact of potential product liability claims; [removed: environmental, social, and governance] [added: ESG] matters; our ability to [removed: successfully complete strategic transactions; our ability to] operate effectively as an independent, publicly traded [removed: company] [added: company;] and [removed: achieve the benefits we expect from] our [removed: spin-off from General Electric Company; and the incurrence] [added: level] of [removed: substantial indebtedness in connection] [added: indebtedness, as well as our general ability to comply] with [removed: the spin-off] [added: covenants under our debt instruments,] and any related effect on our business.
Please also see the [removed: "Risk Factors"] [added: “Risk Factors”] section of this Annual Report on Form 10-K [added: filed with the United States (“U.S.”) Securities] and [added: Exchange Commission (“SEC”) and] any updates or amendments we make in future filings.
Yes ☑ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Yes ☐ No ☑
The aggregate market value of the outstanding common stock of the Registrant held by non-affiliates as of June 30, 2023, the last day of the registrants most recently completed second fiscal quarter, was approximately $32 billion.
There were 455,357,229 shares of common stock with a par value of $0.01 per share outstanding as of January 30, 2024.
| [Item 1.](#i221eafb883df4809b0de60c20b424759_181) | | | [Business](#i221eafb883df4809b0de60c20b424759_181) | | | [4](#i221eafb883df4809b0de60c20b424759_181) | | |
| [I](#i221eafb883df4809b0de60c20b424759_1149)[tem 1C.](#i221eafb883df4809b0de60c20b424759_1149) | | | [C](#i221eafb883df4809b0de60c20b424759_1149)[ybersecurity](#i221eafb883df4809b0de60c20b424759_1149) | | | [44](#i221eafb883df4809b0de60c20b424759_1149) | | |
| [Item 2.](#i221eafb883df4809b0de60c20b424759_190) | | | [Properties](#i221eafb883df4809b0de60c20b424759_190) | | | [45](#i221eafb883df4809b0de60c20b424759_190) | | |
| [Item 6.](#i221eafb883df4809b0de60c20b424759_202) | | | [\[](#i221eafb883df4809b0de60c20b424759_202)[Reserved](#i221eafb883df4809b0de60c20b424759_202)[\]](#i221eafb883df4809b0de60c20b424759_202) | | | [46](#i221eafb883df4809b0de60c20b424759_202) | | |
| [Signatures](#i221eafb883df4809b0de60c20b424759_316) | | | | | | [121](#i221eafb883df4809b0de60c20b424759_316) | | |
(Check one):
As of December 30, 2022, the last business day of the registrant’s most recently completed fiscal quarter, there was no established public market for the registrant’s common stock, par value $0.01 per share.
The registrant’s common stock began "regular way" trading on The Nasdaq Global Market on January 4, 2023.
The number of shares of the Registrant's common stock outstanding was 453,926,139 as of January 31, 2023.
| [Item 1.](#iac595a036a8248b39bcaa79c165b2cf0_716) | | | [Business](#iac595a036a8248b39bcaa79c165b2cf0_716) | | | [4](#iac595a036a8248b39bcaa79c165b2cf0_716) | | |
| [Item 2.](#iac595a036a8248b39bcaa79c165b2cf0_735) | | | [Properties](#iac595a036a8248b39bcaa79c165b2cf0_735) | | | [44](#iac595a036a8248b39bcaa79c165b2cf0_735) | | |
| [Item 6.](#iac595a036a8248b39bcaa79c165b2cf0_772) | | | [Reserved](#iac595a036a8248b39bcaa79c165b2cf0_772) | | | [45](#iac595a036a8248b39bcaa79c165b2cf0_772) | | |
| [Signatures](#iac595a036a8248b39bcaa79c165b2cf0_931) | | | | | | [113](#iac595a036a8248b39bcaa79c165b2cf0_931) | | |
Item 1C. CYBERSECURITY
0 rewritten, 34 added, 0 removed, 0 unchanged
New section this year
CYBERSECURITY RISK MANAGEMENT.
GE HealthCare employs practices, processes, and procedures to proactively and comprehensively manage risks, including risks related to cybersecurity, through its enterprise risk management (“ERM”) program.
We aim to identify material cybersecurity risks via multiple strategies, including user and external reporting, audit and assessment activities, and technology programs.
We utilize risk identification and risk mitigation strategies.
- Risk identification begins with understanding the devices and equipment in use across the company, including laptops and other data devices, industrial equipment and machinery, and associated risks related to the use of those devices and equipment.
- Risk mitigation entails protecting our data and operational systems via a system of controls.
We monitor and collect data about the devices and users that touch our network resources, reviewing this data for anomalies.
When we identify anomalies, we investigate to determine if the anomaly represents a threat.
We have a process to contain and remediate identified threats.
As discussed further below, we have incident response processes in place to utilize in case of threats or incidents.
We conduct regular crisis simulations.
Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those in our supply chain or who have access to our customer and employee data or our systems.
Third-party risks are included within our ERM assessment program as well as our cybersecurity-specific risk identification program, as discussed above.
In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers.
We perform diligence on third parties that have access to our systems, data, or facilities that house such systems or data, and monitor cybersecurity threat risks identified through such diligence.
We have a dedicated team of cyber professionals who report to our Chief Information Security Officer (“CISO”).
This team publishes information technology and security policies, measures compliance, and operates a program to mitigate risks and threats.
Our risk mitigation activities include network segmentation, cyber protection and containment, detection and reaction, and recovery.
This team operates to decrease the risk of cyber incidents having a material impact.
We measure our programs against the National Institute of Standards and Technology Cyber Security Framework and regularly test our controls and incident response plans.
We maintain incident response plans that guide our activities in preparing for, detecting, responding to, and recovering from cybersecurity incidents.
These plans cover the range of activities we undertake in connection with responding to cybersecurity incidents, including assessment, investigation, containment, remediation, and mitigation, as well as compliance with legal obligations including any necessary regulatory reporting.
As part of these processes, we regularly engage with assessors, consultants, auditors, and other third parties to review our cybersecurity program to help identify areas for continued focus, improvement, and compliance.
We describe whether and how cybersecurity-related risks could materially affect our business under the heading “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” under Item 1A.
“Risk Factors.”
CYBERSECURITY GOVERNANCE.
Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.
The Audit Committee of our Board is responsible for the oversight of cybersecurity-related risks.
The Audit Committee regularly receives reports from management on our cybersecurity threat risk management and strategy processes, including on topics such as our data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, incident response plans, and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to these risks.
The Audit Committee received reports from our Chief Information Officer (“CIO”) and/or CISO four times in 2023.
Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our CISO.
The CISO works closely with the CIO, Chief Privacy Officer (“CPO”), and other members of the legal team who report to the General Counsel to review the cybersecurity program while monitoring global data protection regulations and cyber security laws.
The CISO, CIO, and CPO, collectively, have over 35 years of work experience in various roles involving managing information security, developing cybersecurity strategy, and implementing effective information and cybersecurity programs.
Our CISO is currently a board member for the National Technology Security Coalition, a non-profit, non-partisan trade association serving as the voice of CISOs to help improve national cybersecurity and has served on the board of advisors of many security technology companies.
Item 2. PROPERTIES
2 rewritten, 1 added, 1 removed, 3 unchanged
We own or lease [removed: a total of 336] [added: over 300] facilities around the world excluding third-party logistics sites.
We have [removed: 17] [added: 16] manufacturing facilities located in the United States and [removed: 26] [added: 27] located outside of the United States, including in China, India, Israel, Mexico, Brazil, Austria, Denmark, France, Germany, Ireland, the Netherlands, Norway, Sweden, Finland, South Korea, and Japan.
We have 43 manufacturing facilities, of which 31 are owned.
We have 43 manufacturing facilities, of which 31 are owned and 12 are leased, inclusive of one facility that is part-owned and part-leased.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3 rewritten, 6 added, 4 removed, 5 unchanged
The principal market [removed: for] [added: on which] GE [removed: HealthCare's] [added: HealthCare’s] common stock is [added: traded is] The Nasdaq Stock Market [removed: LLC.][added: LLC (“Nasdaq”) under the symbol “GEHC”.]
There were [removed: 207,717] [added: 198,387] shareholders of record of GE HealthCare common stock as of January [removed: 31, 2023.][added: 30, 2024.]
The timing, declaration, amount, and payment of future dividends to stockholders, if any, will fall within the discretion of [added: the Board of Directors taking into consideration matters such as the capital needs of GE HealthCare and opportunities to retain future earnings for use in the operation of] our [removed: Board.][added: business and to fund future growth.]
We declared and paid a quarterly dividend of $0.03 per share to our stockholders of record for the first, second, and third quarter of 2023.
In the fourth quarter of 2023, we declared a dividend of $0.03 to be paid in the first quarter of 2024.
STOCK PERFORMANCE GRAPH
The following graph compares the total return on the Company’s common stock for the last 12 months with the Standard & Poor’s (“S&P”) 500 and S&P 500 Healthcare indices.
The graph assumes $100 was invested in each of these indices on the first day of “regular way” trading for our common stock, and that all dividends were reinvested.

From January 4, 2023 through January 31, 2023, the highest sales price for GE HealthCare's common stock on Nasdaq was $73.95 per share, and the lowest sales price for GE HealthCare's common stock on Nasdaq was $53.50 per share.
As an independent, publicly traded company, we will evaluate whether to pay cash dividends to our stockholders from time to time.
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.
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.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
733 rewritten, 723 added, 310 removed, 584 unchanged
| [removed: Combined] [added: Consolidated and Combined] Statements of Income | | | | | | | | | | | | | | | | | | | | | [removed: | | |]
| | | | | | | | | | [removed: | | | | | |] For the years ended December 31 | | | | | | | | | [added: | | |]
| (In millions) | | | [removed: | | | | | | | | |] [added: 2023] | | | 2022 | | | 2021 | | | [removed: 2020 | | |]
| Sales of products | | | | | | | | | | | | [added: $] | [added: 13,127] | | $ | 12,044 | | $ | 11,165 | | [removed: $ | 11,016 | |]
| Sales of services | | | | | | | | | | | | [added: 6,425] | | | 6,297 | | | 6,420 | | | [removed: 6,148 | | |]
| Total revenues | | | | | | | | | | | | [added: 19,552] | | | 18,341 | | | 17,585 | | | [removed: 17,164 | | |]
| Cost of products | | | | | | | | | | | | [added: 8,465] | | | 7,975 | | | 7,196 | | | [removed: 7,229 | | |]
| Cost of services | | | | | | | | | | | | [added: 3,165] | | | 3,187 | | | 3,215 | | | [removed: 3,168 | | |]
| Gross profit | | | | | | | | | | | | [added: 7,922] | | | 7,179 | | | 7,174 | | | [removed: 6,767 | | |]
| Selling, general, and administrative | | | | | | | | | | | | [added: 4,282] | | | 3,631 | | | 3,563 | | | [removed: 3,237 | | |]
| Research and development | | | | | | | | | | | | [added: 1,205] | | | 1,026 | | | 816 | | | [removed: 810 | | |]
| Total operating expenses | | | | | | | | | | | | [added: 5,487] | | | 4,657 | | | 4,379 | | | [removed: 4,047 | | |]
| Operating income | | | | | | | | | | | | [added: 2,435] | | | 2,522 | | | 2,795 | | | [removed: 2,720 | | |]
| Interest and other financial charges – net | | | | | | | | | | | | [added: 542] | | | 77 | | | 40 | | | [removed: 66 | | |]
| Non-operating benefit (income) costs | | | | | | | | | | | | [added: (382)] | | | (5) | | | 3 | | | [removed: 5 | | |]
| Other (income) expense – net | | | | | | | | | | | | [added: (86)] | | | (62) | | | (123) | | | [removed: (61) | | |]
| Income from continuing operations before income taxes | | | | | | | | | | | | [added: 2,361] | | | 2,512 | | | 2,875 | | | [removed: 2,710 | | |]
| Benefit (provision) for income taxes | | | | | | | | | | | | [added: (743)] | | | (563) | | | (600) | | | [removed: (652) | | |]
| Net income from continuing operations | | | | | | | | | | | | [added: 1,618] | | | 1,949 | | | 2,275 | | | [removed: 2,058 | | |]
| Income [added: (loss)] from discontinued operations, net of taxes | | | | | | | | | | | | [added: (4)] | | | 18 | | | 18 | | | [removed: 11,839 | | |]
| Net income | | | | | | | | | | | | [added: 1,614] | | | 1,967 | | | 2,293 | | | [removed: 13,897 | | |]
| Net (income) [added: loss] attributable to noncontrolling interests | | | | | | | | | | | | [added: (46)] | | | (51) | | | (46) | | | [removed: (51) | | |]
| Net income attributable to GE HealthCare | | | | | | | | | | | | [removed: |] [added: 1,568] | | [removed: $] | 1,916 | | [removed: $] | 2,247 | | [removed: $] | [removed: 13,846 | |]
The accompanying notes are an integral part of these [added: consolidated and] combined financial statements.
| [removed: Combined] [added: [Consolidated and](#i221eafb883df4809b0de60c20b424759_34) [Combined] Statements of Comprehensive [removed: Income | | | | | | | | | | | | | | |] [added: Income](#i221eafb883df4809b0de60c20b424759_34) [](#i221eafb883df4809b0de60c20b424759_34)[(](#i221eafb883df4809b0de60c20b424759_34)[L](#i221eafb883df4809b0de60c20b424759_34)[o](#i221eafb883df4809b0de60c20b424759_34)[s](#i221eafb883df4809b0de60c20b424759_34)[s](#i221eafb883df4809b0de60c20b424759_34)[)](#i221eafb883df4809b0de60c20b424759_34)] | | | [added: [69](#i221eafb883df4809b0de60c20b424759_34)] | | |
| | | | | | | | | | [removed: | | |] For the years ended December 31 | | | | | | | | | [added: | | |]
| (In millions, net of tax) | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |
| Net income attributable to GE HealthCare | | | | | | | | | | | | $ | [removed: 1,916] [added: 1,568] | | $ | [removed: 2,247] [added: 1,916] | | $ | [removed: 13,846] [added: 2,247] | |
| Net [removed: (income) loss] [added: income (loss)] attributable to noncontrolling interests | | | | | | | | | | | | [removed: (51)] [added: 46] | | | [removed: (46)] [added: 51] | | | [removed: (51)] [added: 46] | | |
| Net income | | | | | | | | | | | | [removed: 1,967] [added: 1,614] | | | [removed: 2,293] [added: 1,967] | | | [removed: 13,897] [added: 2,293] | | |
| Currency translation adjustments – net of taxes | | | | | | | | | | | | [removed: (878)] [added: 74] | | | [removed: (326)] [added: (878)] | | | [removed: 1,062] [added: (326)] | | |
| Benefit plans – net of taxes | | | | | | | | | | | | [removed: 58] [added: (897)] | | | [removed: 80] [added: 58] | | | [removed: 130] [added: 80] | | |
| [removed: Investment securities and cash] [added: Cash] flow hedges – net of taxes | | | | | | | | | | | | [removed: (23)] [added: (27)] | | | [removed: 48] [added: (23)] | | | [removed: (9)] [added: 48] | | |
| Other comprehensive income (loss) | | | | | | | | | | | | [removed: (843)] [added: (850)] | | | [removed: (198)] [added: (843)] | | | [removed: 1,183] [added: (198)] | | |
| Comprehensive [removed: income] [added: income (loss)] | | | | | | | | | | | | [removed: 1,124] [added: 764] | | | [removed: 2,095] [added: 1,124] | | | [removed: 15,080] [added: 2,095] | | |
| [added: Less:] Comprehensive [removed: (income)] [added: income (loss)] attributable to noncontrolling interests | | | | | | | | | | | | [removed: (51)] [added: 9] | | | [removed: (46)] [added: 51] | | | [removed: (51)] [added: 46] | | |
| Comprehensive income attributable to GE HealthCare | | | | | | | | | | | | $ | [removed: 1,073] [added: 755] | | $ | [removed: 2,049] [added: 1,073] | | $ | [removed: 15,029] [added: 2,049] | |
| [removed: Combined] [added: Consolidated and Combined] Statements of Financial Position | | | | | | | | |
| (In millions, except [removed: share and] per share amounts) | | | [added: | | | | | | | | | 2023 | | |] 2022 | | | 2021 | | |
| Cash, cash equivalents, and restricted cash | | | $ | [removed: 1,445] [added: 2,504] | | $ | [removed: 556] [added: 1,445] | |
| Part II. Financial Information | | | | | |
| Index | | | | | |
| Item 8. Financial Statements and Supplementary Data | | | Page | | |
| [Report of Independent Registered Public Accounting Firm - Deloitte & Touche LLP (PCAOB ID No.](#i221eafb883df4809b0de60c20b424759_220) 34) | | | [65](#i221eafb883df4809b0de60c20b424759_220) | | |
| [Consolidated and](#i221eafb883df4809b0de60c20b424759_31) [Combined Statements of Income](#i221eafb883df4809b0de60c20b424759_31) | | | [68](#i221eafb883df4809b0de60c20b424759_31) | | |
| [Consolidated and](#i221eafb883df4809b0de60c20b424759_37) [Combined Statements of Financial Position](#i221eafb883df4809b0de60c20b424759_37) | | | [70](#i221eafb883df4809b0de60c20b424759_37) | | |
| [Consolidated and](#i221eafb883df4809b0de60c20b424759_226) [Combined Statements of Changes in Equity](#i221eafb883df4809b0de60c20b424759_226) | | | [71](#i221eafb883df4809b0de60c20b424759_226) | | |
| [Consolidated and](#i221eafb883df4809b0de60c20b424759_43) [Combined Statements of Cash Flows](#i221eafb883df4809b0de60c20b424759_43) | | | [72](#i221eafb883df4809b0de60c20b424759_43) | | |
| [Notes to the](#i221eafb883df4809b0de60c20b424759_46) [Consolidated and](#i221eafb883df4809b0de60c20b424759_46) [Combined Financial Statements](#i221eafb883df4809b0de60c20b424759_46) | | | [73](#i221eafb883df4809b0de60c20b424759_46) | | |
| [Note 1](#i221eafb883df4809b0de60c20b424759_46)[.](#i221eafb883df4809b0de60c20b424759_46) [Organization and Basis of Presentation](#i221eafb883df4809b0de60c20b424759_46) | | | [73](#i221eafb883df4809b0de60c20b424759_46) | | |
| [Note 2](#i221eafb883df4809b0de60c20b424759_232)[.](#i221eafb883df4809b0de60c20b424759_232) [Summary of Significant Accounting Policies](#i221eafb883df4809b0de60c20b424759_232) | | | [74](#i221eafb883df4809b0de60c20b424759_232) | | |
| [Note 3](#i221eafb883df4809b0de60c20b424759_49)[.](#i221eafb883df4809b0de60c20b424759_49) [Revenue Recognition](#i221eafb883df4809b0de60c20b424759_49) | | | [83](#i221eafb883df4809b0de60c20b424759_49) | | |
| [Note 4](#i221eafb883df4809b0de60c20b424759_52)[.](#i221eafb883df4809b0de60c20b424759_52) [Segment and Geographical Information](#i221eafb883df4809b0de60c20b424759_52) | | | [84](#i221eafb883df4809b0de60c20b424759_52) | | |
| [Note 5](#i221eafb883df4809b0de60c20b424759_55)[.](#i221eafb883df4809b0de60c20b424759_55) [Receivables](#i221eafb883df4809b0de60c20b424759_55) | | | [86](#i221eafb883df4809b0de60c20b424759_55) | | |
| [Note 6](#i221eafb883df4809b0de60c20b424759_58)[.](#i221eafb883df4809b0de60c20b424759_58) [Financing Receivables](#i221eafb883df4809b0de60c20b424759_58) | | | [87](#i221eafb883df4809b0de60c20b424759_58) | | |
| [Note 7](#i221eafb883df4809b0de60c20b424759_247)[.](#i221eafb883df4809b0de60c20b424759_247) [Leases](#i221eafb883df4809b0de60c20b424759_247) | | | [87](#i221eafb883df4809b0de60c20b424759_247) | | |
| [Note 8](#i221eafb883df4809b0de60c20b424759_64)[.](#i221eafb883df4809b0de60c20b424759_64) [Acquisitions, Goodwill, and Other Intangible Assets](#i221eafb883df4809b0de60c20b424759_64) | | | [89](#i221eafb883df4809b0de60c20b424759_64) | | |
| [Note 9](#i221eafb883df4809b0de60c20b424759_67)[.](#i221eafb883df4809b0de60c20b424759_67) [Borrowings](#i221eafb883df4809b0de60c20b424759_67) | | | [90](#i221eafb883df4809b0de60c20b424759_67) | | |
| [Note 10](#i221eafb883df4809b0de60c20b424759_70)[.](#i221eafb883df4809b0de60c20b424759_70) [Postretirement Benefit Plans](#i221eafb883df4809b0de60c20b424759_70) | | | [91](#i221eafb883df4809b0de60c20b424759_70) | | |
| [Note 11](#i221eafb883df4809b0de60c20b424759_73)[.](#i221eafb883df4809b0de60c20b424759_73) [Income Taxes](#i221eafb883df4809b0de60c20b424759_73) | | | [98](#i221eafb883df4809b0de60c20b424759_73) | | |
| [Note 12](#i221eafb883df4809b0de60c20b424759_76)[.](#i221eafb883df4809b0de60c20b424759_76) [Accumulated Other Comprehensive (Income) Loss](#i221eafb883df4809b0de60c20b424759_76) [–](#i221eafb883df4809b0de60c20b424759_76) [Net](#i221eafb883df4809b0de60c20b424759_76) | | | [102](#i221eafb883df4809b0de60c20b424759_76) | | |
| [Note 13](#i221eafb883df4809b0de60c20b424759_79)[.](#i221eafb883df4809b0de60c20b424759_79) [Financial Instruments and Fair Value Measurements](#i221eafb883df4809b0de60c20b424759_79) | | | [102](#i221eafb883df4809b0de60c20b424759_79) | | |
| [Note 14](#i221eafb883df4809b0de60c20b424759_82)[.](#i221eafb883df4809b0de60c20b424759_82) [Commitments, Guarantees, Product Warranties, and Other Loss Contingencies](#i221eafb883df4809b0de60c20b424759_82) | | | [106](#i221eafb883df4809b0de60c20b424759_82) | | |
| [Note 1](#i221eafb883df4809b0de60c20b424759_88)[6](#i221eafb883df4809b0de60c20b424759_88)[.](#i221eafb883df4809b0de60c20b424759_88) [](#i221eafb883df4809b0de60c20b424759_88)[Share-Based Compensation](#i221eafb883df4809b0de60c20b424759_88) | | | [109](#i221eafb883df4809b0de60c20b424759_88) | | |
| [Note 1](#i221eafb883df4809b0de60c20b424759_94)[7](#i221eafb883df4809b0de60c20b424759_94)[.](#i221eafb883df4809b0de60c20b424759_94) [](#i221eafb883df4809b0de60c20b424759_94)[Earnings Per Share](#i221eafb883df4809b0de60c20b424759_94) | | | [111](#i221eafb883df4809b0de60c20b424759_94) | | |
| [Note 1](#i221eafb883df4809b0de60c20b424759_97)[8](#i221eafb883df4809b0de60c20b424759_97)[.](#i221eafb883df4809b0de60c20b424759_97) [Supplemental Financial Information](#i221eafb883df4809b0de60c20b424759_97) | | | [111](#i221eafb883df4809b0de60c20b424759_97) | | |
| [Note 1](#i221eafb883df4809b0de60c20b424759_100)[9](#i221eafb883df4809b0de60c20b424759_100)[.](#i221eafb883df4809b0de60c20b424759_100) [Related Parties](#i221eafb883df4809b0de60c20b424759_100) | | | [114](#i221eafb883df4809b0de60c20b424759_100) | | |
| [Note](#i221eafb883df4809b0de60c20b424759_280) [20](#i221eafb883df4809b0de60c20b424759_280)[.](#i221eafb883df4809b0de60c20b424759_280) [Discontinued Operations](#i221eafb883df4809b0de60c20b424759_280) | | | [116](#i221eafb883df4809b0de60c20b424759_280) | | |
| [Note](#i221eafb883df4809b0de60c20b424759_103) [21](#i221eafb883df4809b0de60c20b424759_103)[.](#i221eafb883df4809b0de60c20b424759_103) [Subsequent Events](#i221eafb883df4809b0de60c20b424759_103) | | | [116](#i221eafb883df4809b0de60c20b424759_103) | | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of GE HealthCare Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated and combined statements of financial position of GE HealthCare Technologies, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated and combined statements of income, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 6, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | As of December 31 | | | | | |
| Balances as of January 1, 2020 | | | $ | 23,400 | | $ | (2,022) | | $ | 19 | | $ | 21,397 | |
| Cumulative effect of adoption of new accounting principles | | | (19) | | | — | | | — | | | (19) | | |
| Net income | | | 13,846 | | | — | | | 8 | | | 13,854 | | |
| Currency translation adjustments – net of taxes | | | — | | | 1,062 | | | — | | | 1,062 | | |
| Transfers (to) Parent | | | (21,661) | | | — | | | — | | | (21,661) | | |
| Currency translation adjustments – net of taxes | | | — | | | (326) | | | — | | | (326) | | |
| Benefit plans – net of taxes | | | — | | | 80 | | | — | | | 80 | | |
| Investment securities and cash flow hedges – net of taxes | | | — | | | 48 | | | — | | | 48 | | |
| Currency translation adjustments – net of taxes | | | — | | | (876) | | | (2) | | | (878) | | |
| Benefit plans – net of taxes | | | — | | | 58 | | | — | | | 58 | | |
| Investment securities and cash flow hedges – net of taxes | | | — | | | (23) | | | — | | | (23) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Additions to internal-use software | | | — | | | (6) | | | (22) | | |
| Cash from (used for) investing activities – discontinued operations | | | — | | | — | | | 20,309 | | |
| Cash from (used for) financing activities – discontinued operations | | | — | | | — | | | (19,378) | | |
GE HealthCare Technologies Inc. ("GE HealthCare," the "Company," "our," or "we") is a carve-out business of General Electric Company ("GE" or "Parent").
GE HealthCare Holding LLC was formed as a Delaware limited liability corporation on May 16, 2022 for the purpose of receiving, pursuant to a reorganization, all of the assets of GE HealthCare.
Our common stock is listed under the symbol “GEHC” on the Nasdaq Stock Market LLC.
In February 2019, we announced an agreement to sell our BioPharma business to Danaher Corporation.
This sale was completed on March 31, 2020.
The historical results of the BioPharma business have been reflected as discontinued operations in the combined financial statements through the date of the sale.
As described in Note 17, "Related Parties," certain transactions between the Company and GE have been included in these combined financial statements.
The Combined Statements of Financial Position reflects all of the assets and liabilities of GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity.
Net parent investment represents GE’s historical investment in the Company and includes accumulated net income attributable to the Company and the net effect of transactions with GE and its subsidiaries.
Certain financing transactions with GE are non-cash in nature and therefore have not been reflected in the Combined Statements of Cash Flows.
GE uses a centralized approach to cash management and financing of its operations.
These GE arrangements may not be reflective of the way the Company would have financed its operations had it been a separate, stand-alone entity during the periods presented.
The GE centralized cash management arrangements are excluded from the asset and liability balances in the Combined Statements of Financial Position.
These amounts have instead been included in Net parent investment as a component of equity.
In connection with the Separation, in November 2022, the Company issued $8,250 million of senior unsecured notes and transferred approximately $4,221 million of cash to GE on November 22, 2022.
Other than the notes issued by the Company, GE’s third-party debt and related interest expense have not been attributed to the Company because the Company is not the legal obligor of the debt and the borrowings are not specifically identifiable to the Company.
The Combined Statements of Income include expense allocations for certain corporate, infrastructure, and shared services expenses provided by GE on a centralized basis (“GE Corporate Costs”), including, but not limited to, finance, supply chain, human resources, information technology, insurance, employee benefits, and other expenses that are either specifically identifiable or clearly applicable to the Company.
These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount, revenue, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by GE HealthCare during the periods presented.
However, the GE Corporate Costs allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity, nor are they indicative of the Company’s future expenses.
The severity, magnitude, and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain and difficult to predict.
As a result, our accounting estimates and assumptions may change over time in response to COVID-19.
An excerpt. Shown here: 40 of 733 rewritten, 40 of 723 added and 40 of 310 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
3 rewritten, 9 added, 1 removed, 3 unchanged
Under the supervision and with the participation of [removed: our] [added: the Company’s] management, including [removed: our] [added: the] Chief Executive Officer and Chief Financial Officer, [removed: we] [added: the Company] conducted an evaluation of [removed: our] [added: its] disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934, as amended ("Exchange Act").][added: Act.]
Based on this evaluation, [removed: our] [added: the] Chief Executive Officer and Chief Financial Officer concluded that [removed: our] [added: the Company’s] disclosure controls and procedures were effective as of December 31, [removed: 2022 to provide reasonable assurance] [added: 2023, and] that [added: the] information required to be disclosed [added: by the Company] in [removed: our] [added: the] reports that [removed: we file] [added: it files] or [removed: submit] [added: submits] under the Exchange Act is recorded, processed, [removed: summarized] [added: summarized,] and [removed: reported] [added: reported,] within the time periods specified in the [removed: SEC] [added: SEC’s] rules and [removed: forms] [added: forms,] and that such information is accumulated and communicated to [removed: our] management, including [removed: our] [added: the] Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
[removed: There] [added: Besides those previously discussed, there] were no [added: other] changes in [removed: our] [added: the Company’s] internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
Management has evaluated the effectiveness of the internal controls over financial reporting, based on the framework and criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that they were effective as of December 31, 2023.
All internal control systems have inherent limitations; as such, they may not prevent or detect all misstatements or fraud.
Therefore, even those internal controls systems determined to be effective can provide only reasonable assurance with respect to financial statements preparation and reporting.
Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that the current control structure may become inadequate for changes in conditions or the degree of compliance with the policies may deteriorate.
The effectiveness of such controls has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
In the fourth quarter of 2023, the Company exited from various transition services arrangements with GE related to IT systems that impact financial reporting.
Responsibility for execution of related internal controls transferred to the Company.
Management has evaluated effectiveness of these controls as part of its overall internal control over financial reporting evaluation.
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required under this item, with the exception of [removed: "Information] [added: “Information] About Our Executive [removed: Officers"] [added: Officers”] and [removed: "Ethics] [added: “Ethics] and [removed: Governance"] [added: Governance”] located under Item 1 of this Annual Report on Form 10-K, is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which [removed: proxy statement] will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2022.][added: 2023.]
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which [removed: proxy statement] will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2022.][added: 2023.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which [removed: proxy statement] will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2022.][added: 2023.]
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which [removed: proxy statement] will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2022.][added: 2023.]
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which [removed: proxy statement] will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2022.][added: 2023.]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
30 rewritten, 28 added, 3 removed, 10 unchanged
| 2.1 | | | [Separation and Distribution Agreement, dated November 7, 2022, by and between General Electric Company and the Registrant, as amended (incorporated by reference to Exhibit 2.1 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex21.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex21.htm)[s] Current Report on Form 8-K filed with the SEC on January 4, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex21.htm)† | | |
| 3.1 | | | [Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522314166/d439598dex31.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522314166/d439598dex31.htm)[s] Current Report on Form 8-K filed with the SEC on December 29, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522314166/d439598dex31.htm) | | |
| 3.2 | | | [Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522314166/d439598dex32.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522314166/d439598dex32.htm)[s] Current Report on Form 8-K filed with the SEC on December 29, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522314166/d439598dex32.htm) | | |
| 4.4 | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm).] [added: Securities](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm) [(incorporated by reference to Exhibit 4.4 of the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm)[s Annual Report on Form 10-K](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm) [filed with t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm)[he SEC on February 15, 2023)](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm)[.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit44.htm)] | | |
| 10.1 | | | [Transition Services [removed: Agreement,] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[,] dated January 2, 2023, by and between General [removed: Electric] [added: Elect](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[ric] Company and the [removed: Registrant (incorporated] [added: Re](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[gistrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm) [(incorporated] by reference to Exhibit 10.1 to the [removed: Registrant's Current] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[s current] Report on Form 8-K filed [removed: with the] [added: wi](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[th](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm) [the] SEC on January 4, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)†] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex101.htm)†] | | |
| 10.2 | | | [removed: [Tax] [added: [T](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)[ax] Matters [removed: Agreement,] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)[,] dated January 2, 2023, by and between General Electric [removed: Company] [added: Com](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)[pany] and the Registrant (incorporated by reference to Exhibit 10.2 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)[s] Current Report on Form 8-K filed with the SEC on January 4, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)†] [added: 2023](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)[).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex102.htm)†] | | |
| 10.3 | | | [removed: [Employee] [added: [E](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm)[mployee] Matters [removed: Agreement, dated January] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm)[, dated](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm) [January] 2, 2023, by and between General [removed: Electric] [added: E](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm)[lectric] Company and the Registrant (incorporated by reference to Exhibit 10.3 to the [removed: Registrant's] [added: Regist](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm)[rant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm)[s] Current Report on Form 8-K filed with [removed: the SEC] [added: t](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm)[he](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm) [SEC] on January 4, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex103.htm) | | |
| 10.4 | | | [removed: [Trademark License Agreement,] [added: [T](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)[rademark License](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm) [Agreement,] dated December 31, 2022, by and between General Electric Company and GE [removed: HealthCare Imaging] [added: HealthCare](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm) [I](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)[maging] Holding [removed: Inc.] [added: I](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)[nc.] (incorporated by reference [removed: to] [added: into] Exhibit 10.4 to the [removed: Registrant's Current Report on Form] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm) [Current Report](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm) [on F](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)[orm] 8-K filed with the SEC on [removed: January] [added: Jan](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)[uary] 4, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex104.htm)† | | |
| 10.5 | | | [removed: [Real Estate Matters] [added: [R](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm)[eal Es](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm)[tate](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm) [Matters] Agreement, dated January 2, 2023, by and between General Electric Company and the Registrant (incorporated by [removed: reference] [added: refe](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm)[rence] to Exhibit 10.5 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm)[s] Current [removed: Report] [added: R](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm)[ep](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm)[ort] on Form 8-K filed with the SEC on January 4, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex105.htm) | | |
| 10.6 | | | [removed: [Stockholder] [added: [S](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[toc](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[kholder] and [removed: Registration] [added: Regist](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[ration] Rights [removed: Agreement,] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[,] dated January 2, 2023, by and between [removed: General] [added: G](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[eneral] Electric Company and the Registrant (incorporated by reference to Exhibit 10.6 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[s] Current Report on Form [removed: 8-K] [added: 8](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)[\-K] filed with the SEC on January 4, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000119312523001161/d386556dex106.htm)† | | |
| 10.7 | | | [removed: [Form] [added: [F](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[orm] of [removed: Indemnification Agreement (incorporated] [added: I](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[ndem](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[nification Agre](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[ement (incorp](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[orated] by reference to Exhibit 10.7 to the [removed: Registrant's] [added: Regist](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[rant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[s] Form 10 filed with the SEC on October 11, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)] [added: 2](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)[022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522260650/d379971dex107.htm)] | | |
| 10.8 | | | [Term Loan Agreement, dated as of November 4, 2022, by and among GE HealthCare Holding LLC, as the borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.8 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex108.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex108.htm)[s] Amendment No.1 to Form 10 filed with the SEC on November 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex108.htm) | | |
| 10.9 | | | [364-Day Revolving Credit Agreement, dated as [removed: of November 4, 2022,] [added: of](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [December 13](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[3](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[,] by and among GE [removed: HealthCare Holding LLC, as the borrower,] [added: HealthCare](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [Technolo](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[gi](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[es Inc.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[,] the lenders [removed: from time to time party thereto] [added: party](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [thereto](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[,] and Citibank, [removed: N.A.,] [added: N](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[.A.,] as [removed: administrative agent (incorporated] [added: Administra](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[tive Agent](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[(incorporated] by reference to Exhibit [removed: 10.9 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [to] the [removed: Registrant's Amendment No. 1 to form 10 filed] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [F](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[orm 8-K](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [filed] with the SEC [removed: on November 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex109.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm) [Dec](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[ember 15](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[3](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)[).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000133/gehc8-k_121523xexhibit101.htm)] | | |
| [removed: 10.11] [added: 10.11*] | | | [GE HealthCare 2023 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit1011.htm)[.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit1011.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm) [](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm)[(incorporated by reference to Exhibit 10.11 of](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm) [Registration Statement on Form S-1 filed with the SEC on December 14, 2022)](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm)[.](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1011.htm)] | | |
| [removed: 10.12] [added: 10.12*] | | | [GE HealthCare Mirror 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 of the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1012.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1012.htm)[s] Registration Statement on Form S-1 filed with the SEC on December 14, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1012.htm) | | |
| [removed: 10.13] [added: 10.13*] | | | [GE HealthCare Mirror 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 of the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1013.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1013.htm)[s] Registration Statement on Form S-1 filed with the SEC on December 14, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1013.htm) | | |
| [removed: 10.14] [added: 10.14*] | | | [GE HealthCare Mirror 1990 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 of the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1014.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1014.htm)[s] Registration Statement on Form S-1 filed with the SEC on December 14, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522304909/d383836dex1014.htm) | | |
| [removed: 10.15] [added: 10.15*] | | | [removed: [Offer] [added: [O](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1015.htm)[ffer] Letter with Peter J. [removed: Arduini,] [added: Arduini](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1015.htm)[,] dated [removed: June] [added: J](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1015.htm)[une] 15, 2021 (incorporated by reference to Exhibit 10.15 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1015.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1015.htm)[s] Amendment No. 1 to [removed: form] [added: Form] 10 filed with the SEC on November 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1015.htm) | | |
| [removed: 10.16] [added: 10.16*] | | | [removed: [Amended] [added: [A](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[mended] Offer [removed: Letter] [added: Let](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[ter] with Peter J. [removed: Arduini, dated November] [added: Arduini](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[, dated](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm) [N](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[ovember] 16, 2022 (incorporated by reference to Exhibit 10.16 to the [removed: Registrant's Amendment] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[s A](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[men](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[dment] No. 2 to Form 10 filed [removed: with] [added: wi](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[th] the SEC on [removed: November] [added: N](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm)[ovember] 18, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522288985/d379971dex1016.htm) | | |
| [removed: 10.17] [added: 10.17*] | | | [removed: [Settlement] [added: [S](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[ettlement] Agreement with [removed: Kieran Murphy,] [added: K](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[ie](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[ran Murphy](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[,] dated December 21, 2021 (incorporated by reference to Exhibit 10.16 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[s] Amendment No. [removed: 1 to] [added: 1](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm) [to] Form 10 filed with the SEC on [removed: November] [added: N](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[ovember] 7, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)[2).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1016.htm)] | | |
| [removed: 10.18] [added: 10.24*] | | | [removed: [Performance] [added: [P](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1017.htm)[erformance] Share Grant Agreement for H. Lawrence [removed: Culp, Jr.,] [added: Culp](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1017.htm)[, Jr.](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1017.htm)[,] dated August 18, 2020 (incorporated by reference to Exhibit 10.17 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1017.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1017.htm)[s] Amendment No. 1 to Form 10 filed with the SEC on [removed: November] [added: N](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1017.htm)[ovember] 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1017.htm) | | |
| [removed: 10.19] [added: 10.25*] | | | [removed: [Notice] [added: [N](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[otice] of Adjustment to the Performance Share Grant [removed: Agreement for] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm) [for] H. Lawrence Culp, [removed: Jr.,] [added: Jr.] effective [removed: July 30,] [added: Jul](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[y](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm) [3](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[0,] 2021 [removed: (incorporated] [added: (inc](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[orporated] by reference to [removed: Exhibit 10.18 to] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm) [10.1](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[8](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm) [t](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[o] the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[s] Amendment No. 1 to Form 10 filed with the SEC on [removed: November] [added: N](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm)[ovember] 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1018.htm) | | |
| [removed: 10.20] [added: 10.26*] | | | [removed: [Performance] [added: [P](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm)[e](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm)[rformance] Stock [removed: Unit Grant] [added: Unit](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm) [Grant] Agreement for Peter J. Arduini, dated [removed: February 23,] [added: February](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm) [23,] 2022 (incorporated by reference to Exhibit 10.19 to the [removed: Registrant's Amendment] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm)[s A](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm)[men](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm)[dment] No. 1 to Form 10 [removed: filed with] [added: filed](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm) [with] the SEC on [removed: November] [added: Novem](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm)[ber] 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1019.htm) | | |
| [removed: 10.21] [added: 10.27*] | | | [GE HealthCare Annual Executive Incentive Plan (incorporated by reference to Exhibit 10.20 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1020.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1020.htm)[s] Amendment No. 1 to Form 10 filed with the SEC on November 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1020.htm) | | |
| [removed: 10.22] [added: 10.28*] | | | [GE HealthCare Restoration Plan (incorporated by reference to Exhibit 10.21 to the [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1021.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1021.htm)[s] Amendment No. 1 to Form 10 filed with the SEC on November 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1021.htm) | | |
| 21.1 | | | [Subsidiaries of [removed: the](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit211.htm) [R](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit211.htm)[egistrant.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit211.htm)] [added: the Registrant.](https://www.sec.gov/Archives/edgar/data/1932393/000193239324000013/gehc202310kexhibit211.htm)] | | |
| 23.1 | | | [Consent [removed: of KPMG LLP, Independent] [added: of](https://www.sec.gov/Archives/edgar/data/1932393/000193239324000013/ge4q202310kexhibit231.htm) [Independent] Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit231.htm).] [added: Firm](https://www.sec.gov/Archives/edgar/data/1932393/000193239324000013/ge4q202310kexhibit231.htm).] | | |
| 31.1 | | | [Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1932393/000193239324000013/gehc4q202310kexhibit311.htm)] | | |
| 31.2 | | | [Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1932393/000193239324000013/gehc4q202310kexhibit312.htm)] | | |
| 32.1 | | | [Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1932393/000193239324000013/gehc4q202310kexhibit321.htm)] | | |
FINANCIAL STATEMENTS.
Refer to Item 8, “Financial Statements and Supplementary Data” for a listing of our financial statements.
FINANCIAL SCHEDULES.
Schedules required by Regulation S-X (17 CFR 210) are omitted because they are either not applicable or the financial information is already included within the financial statements or notes thereto.
EXHIBITS.
| Number | | | Description | | |
| 10.18* | | | [O](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm)[ffer Letter with Helmut](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm) [Zodl](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm)[, dated](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm) [November 25, 202](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm)[0 (incorporated by reference to Exhibit 10](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm)[.12 to the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm)[s Quarterly Report](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm) [on Form 10-Q](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm) [filed with the SEC on April 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1012.htm) | | |
| 10.19* | | | [Offer Letter with](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm) [Frank R. Jimenez](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm)[, dated](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm) [February 4, 202](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm)[2](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm) [(incorporated by reference to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm)[3](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm) [to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1013.htm) | | |
| 10.20* | | | [Offer Letter with](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm) [Betty D.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm) [Larson](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm)[, dated](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm) [January 21, 202](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm)[2](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm) [(incorporated by reference to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm)[4](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm) [to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1014.htm)† | | |
| 10.21* | | | [O](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit102.htm)[ffer Letter with James K. Saccaro, dated May 4, 2023 (incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit102.htm) [Exhibit 10.2 to the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit102.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit102.htm)[s Quarterly Report on Form 10-Q filed with the SEC on July 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit102.htm)† | | |
| 10.22* | | | [E](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[mployment Contract with Jan Makela, dated February 2](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[4, 2023 (incorporated by reference to Exhibit 10](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[.15 to t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[he Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm) [](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[Quarterly](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm) [Report on Form 10-Q](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm) [filed with the SEC on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm) [Ap](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm)[ril 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1015.htm) | | |
| 10.23* | | | [S](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000125/gehc3q202310qexhibit101.htm)[eparation Agreement & Release between the Registra](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000125/gehc3q202310qexhibit101.htm)[nt and Helmut Zodl, dated August 18, 2023 (incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000125/gehc3q202310qexhibit101.htm) [Exhibit 10.1 to the](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000125/gehc3q202310qexhibit101.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000125/gehc3q202310qexhibit101.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000125/gehc3q202310qexhibit101.htm)[s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000125/gehc3q202310qexhibit101.htm)† | | |
| 10.29* | | | [O](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm)[ne GE HealthCare Annual Bonus Plan (incorp](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm)[orated by refer](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm)[ence to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm)[4](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm) [to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm)[s Current Report on Form](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm) [8-K filed wit](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm)[h the SEC on February 3, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/onegehcannualbonusplaneffe.htm) | | |
| 10.30* | | | [GE H](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[ealthCare US Severance and Change in Control Plan for CEO and Le](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[adership Tea](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[m (incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[1 to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) [t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[he Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[Quarterly](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) [R](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[eport on Form](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) [1](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[0-Q](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) [filed with the SEC on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) [July 25](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm)[, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000112/gehc2q202310qexhibit101.htm) | | |
| 10.31* | | | [GE HealthCare Non-Employee Director Compensation and Benefits Plan (incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm) [Exhib](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm)[it 10.9 to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm) [t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm)[he Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm)[s Quarterly Report on Form 10-Q filed with t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm)[h](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm)[e](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm) [SEC on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm) [April 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit109.htm) | | |
| 10.32* | | | [GE HealthCare](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltiprsugran.htm) [Founders](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltiprsugran.htm) [Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltiprsugran.htm) [February 3](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltiprsugran.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltiprsugran.htm). | | |
| 10.33* | | | [GE HealthCare](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltipstockop.htm) [Founders](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltipstockop.htm) [Stock Option Grant Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltipstockop.htm) [February](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltipstockop.htm) [3, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofaward2023ltipstockop.htm) | | |
| 10.34* | | | [G](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltiprsugra.htm)[E HealthCare Restricted S](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltiprsugra.htm)[tock Unit Grant Agreement (incorporated by reference to Exhibit 10](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltiprsugra.htm)[.1 to the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltiprsugra.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltiprsugra.htm)[s Current Report on Form 8-K filed with t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltiprsugra.htm)[he SEC on March 3, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltiprsugra.htm) | | |
| 10.35* | | | [G](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm)[E HealthCare](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm) [](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm)[S](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm)[tock Option Grant Agreement (incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm)[2 to the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm) [Current Report on Form 8-K filed with](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm) [the SEC on March 3, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltipstocko.htm) | | |
| 10.36* | | | [G](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[E HealthCare](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm) [Performance Sto](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[ck Unit Grant Agreement (incorporated by re](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[ference to Exhibit 10.3](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm) [to the Re](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[gistrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[s Current Report on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm) [Form 8-K filed with t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[he SEC on March 3, 2](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm)[023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000037/formofaward-2023ltippsugra.htm) | | |
| 10.37* | | | [Global Adde](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm)[ndum](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm) [(incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm) [Exhibit 10.3 to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm) [the](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm) [Curren](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm)[t Report on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm) [Form 8-K filed with the SEC on February 3, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000012/formofawardgehealthcare-gl.htm) | | |
| 10.38* | | | [G](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm)[E HealthCare Director Restricted Stock Unit Gra](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm)[nt Agreement (incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm) [Exhibit 10.10 to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm) [the Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm)[s](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm) [Quarterly Report on Form 10-Q file](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm)[d with t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm)[he SEC](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm) [on](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm) [April 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1010.htm) | | |
| 10.39* | | | [G](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm)[E HealthCare Director Deferred Stock Unit Grant Agreement (incorp](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm)[orated b](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm)[y reference to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm) [Exhibit 10.11 to](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm) [t](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm)[he Registrant](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm)[’](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm)[s Quarterly Report on Form 10](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm)[\-Q filed with the SEC on April 25, 2023).](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000087/gehc1q202310qexhibit1011.htm) | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| 97.1 | | | [GE HealthCare Technologies Inc. Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1932393/000193239324000013/ge4q202310kexhibit971.htm) | | |
| 101 | | | The following materials from GE HealthCare Technologies Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted inline XBRL (eXtensible Business Reporting Language): (1) Consolidated and Combined Statements of Income for the years ended December 31, 2023, 2022, and 2021; (2) Consolidated and Combined Statements of Comprehensive Income (Loss) for years ended December 31, 2023, 2022, and 2021; (3) Consolidated and Combined Statements of Financial Position as of December 31, 2023 and 2022; (4) Consolidated and Combined Statements of Changes in Equity for the years ended December 31, 2023, 2022, and 2021; (5) Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021; and (6) Notes to the Consolidated and Combined Financial Statements. | | |
| * | | | Management contract or compensatory plan or arrangement. | | |
| Exhibit Numbers | | | Exhibit Description | | |
| 10.23 | | | [GE HealthCare U.S. Executive Severance Plan (incorporated by reference to Exhibit 10.22 to the Registrant's Amendment No. 1 to Form 10 filed with the SEC on November 7, 2022).](https://www.sec.gov/Archives/edgar/data/1932393/000119312522279103/d379971dex1022.htm) | | |
| 23.2 | | | [Consent of Deloitte & Touche LLP, Independent Registered](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit232.htm) [Public](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit232.htm) [Accounting Firm](https://www.sec.gov/Archives/edgar/data/1932393/000193239323000025/ge4q202210kexhibit232.htm). | | |
Item 16. FORM 10-K SUMMARY
24 rewritten, 22 added, 12 removed, 3 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the [removed: registrant] [added: Registrant] has duly caused this report to be signed on its behalf by the undersigned, thereunto duly [removed: authorized, on February 15, 2023.][added: authorized.]
[removed: GE] [added: | | | | | | | GE] HealthCare Technologies [removed: Inc.][added: Inc. | | |]
Pursuant to the requirements of the Securities Exchange Act of 1934, this [removed: Report] [added: report] has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 15, 2023.][added: 6, 2024.]
| [removed: /s/ Peter J. Arduini | | | | | |] [added: Title] | | | | | | [added: Peter J. Arduini, President &] Chief Executive Officer and Director [removed: | | | | | |] [added: (Principal Executive Officer)] | | |
| [removed: /s/ George A. Newcomb] | | | | | | [removed: | | | | | |] [added: George A. Newcomb,] Chief Accounting Officer [removed: | | | | | |] [added: (Principal Accounting Officer)] | | |
| [removed: George A. Newcomb] | | | | | | [removed: | | | | | | (Principal Accounting Officer) | | | | | |] [added: /s/ George A. Newcomb] | | |
| [removed: /s/ H. Lawrence Culp, Jr.] | | | | | | [removed: | | | | | |] [added: H. Lawrence Culp, Jr.,] Chairman of the Board of Directors | | | [removed: | | | | | |]
| [removed: H. Lawrence Culp, Jr.] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ H. Lawrence Culp, Jr.] | | |
| [removed: /s/ Rodney F. Hochman] | | | | | | [removed: | | | | | |] [added: Rodney F. Hochman,] Director | | | [removed: | | | | | |]
| [removed: Rodney F. Hochman] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ Rodney F. Hochman] | | |
| [removed: /s/ Lloyd W. Howell, Jr.] | | | | | | [removed: | | | | | |] [added: Lloyd W. Howell, Jr.,] Director | | | [removed: | | | | | |]
| [removed: Lloyd W. Howell, Jr.] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ Lloyd W. Howell, Jr.] | | |
| [removed: /s/ Catherine Lesjak] | | | | | | [removed: | | | | | |] [added: Catherine Lesjak,] Director | | | [removed: | | | | | |]
| [removed: Catherine Lesjak] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ Catherine Lesjak] | | |
| [removed: /s/ Anne T. Madden] | | | | | | [removed: | | | | | |] [added: Anne T. Madden,] Director | | | [removed: | | | | | |]
| [removed: Anne T. Madden] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ Anne T. Madden] | | |
| [removed: /s/ Tomislav Mihaljevic] | | | | | | [removed: | | | | | |] [added: Tomislav Mihaljevic,] Director | | | [removed: | | | | | |]
| [removed: Tomislav Mihaljevic] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ Tomislav Mihaljevic] | | |
| [removed: /s/ Risa Lavizzo-Mourey] | | | | | | [removed: | | | | | |] [added: Risa Lavizzo-Mourey,] Director | | | [removed: | | | | | |]
| [removed: Risa Lavizzo-Mourey] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ Risa Lavizzo-Mourey] | | |
| [removed: /s/ William J. Stromberg] | | | | | | [removed: | | | | | |] [added: William J. Stromberg,] Director | | | [removed: | | | | | |]
| [removed: William J. Stromberg] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ William J. Stromberg] | | |
| [removed: /s/ Phoebe L. Yang] | | | | | | [removed: | | | | | |] [added: Phoebe L. Yang,] Director | | | [removed: | | | | | |]
| [removed: Phoebe L. Yang] | | | | | | [removed: | | | | | | | | | | | |] [added: /s/ Phoebe L. Yang] | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | (Registrant) | | |
| | | | | | | | | |
| February 6, 2024 | | | | | | /s/ James K. Saccaro | | |
| Date | | | | | | James K. Saccaro, Vice President & Chief Financial Officer (Principal Financial Officer) | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Signature | | | | | | /s/ Peter J. Arduini | | |
| | | | | | | | | |
| | | | | | | /s/ James K. Saccaro | | |
| | | | | | | James K. Saccaro, Vice President & Chief Financial Officer (Principal Financial Officer) | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
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| By: | | | /s/ Helmut Zodl | | | | | | | | |
| | | | Name: Helmut Zodl | | | | | | | | |
| | | | Title: Chief Financial Officer | | | | | | | | |
| | | | (Principal Financial Officer) | | | | | | | | |
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| Signature | | | | | | | | | | | | Title | | | | | | | | |
| Peter J. Arduini | | | | | | | | | | | | (Principal Executive Officer) | | | | | | | | |
| /s/ Helmut Zodl | | | | | | | | | | | | Chief Financial Officer | | | | | | | | |
| Helmut Zodl | | | | | | | | | | | | (Principal Financial Officer) | | | | | | | | |