Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Condensed Consolidated and Combined Statements of Income (Unaudited) | |||||||||||||||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | ||||||||||||||||||||||||||||
| (In millions, except per share amounts) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Sales of products | $ | 3,213 | $ | 2,903 | $ | 6,344 | $ | 5,690 | |||||||||||||||||||||
| Sales of services | 1,604 | 1,581 | 3,180 | 3,137 | |||||||||||||||||||||||||
| Total revenues | 4,817 | 4,484 | 9,524 | 8,827 | |||||||||||||||||||||||||
| Cost of products | 2,084 | 1,915 | 4,121 | 3,829 | |||||||||||||||||||||||||
| Cost of services | 793 | 773 | 1,572 | 1,524 | |||||||||||||||||||||||||
| Gross profit | 1,940 | 1,796 | 3,831 | 3,474 | |||||||||||||||||||||||||
| Selling, general, and administrative | 1,072 | 908 | 2,134 | 1,839 | |||||||||||||||||||||||||
| Research and development | 298 | 257 | 568 | 495 | |||||||||||||||||||||||||
| Total operating expenses | 1,370 | 1,165 | 2,702 | 2,334 | |||||||||||||||||||||||||
| Operating income | 570 | 631 | 1,129 | 1,140 | |||||||||||||||||||||||||
| Interest and other financial charges – net | 137 | 12 | 273 | 16 | |||||||||||||||||||||||||
| Non-operating benefit (income) costs | (123) | (1) | (238) | (3) | |||||||||||||||||||||||||
| Other (income) expense – net | (14) | (19) | (22) | (45) | |||||||||||||||||||||||||
| Income from continuing operations before income taxes | 570 | 639 | 1,116 | 1,172 | |||||||||||||||||||||||||
| Benefit (provision) for income taxes | (137) | (153) | (300) | (284) | |||||||||||||||||||||||||
| Net income from continuing operations | 433 | 486 | 816 | 888 | |||||||||||||||||||||||||
| Income from discontinued operations, net of taxes | — | 12 | — | 12 | |||||||||||||||||||||||||
| Net income | 433 | 498 | 816 | 900 | |||||||||||||||||||||||||
| Net (income) attributable to noncontrolling interests | (15) | (13) | (26) | (26) | |||||||||||||||||||||||||
| Net income attributable to GE HealthCare | 418 | 485 | 790 | 874 | |||||||||||||||||||||||||
| Deemed preferred stock dividend of redeemable noncontrolling interest | — | — | (183) | — | |||||||||||||||||||||||||
| Net income attributable to GE HealthCare common stockholders | $ | 418 | $ | 485 | $ | 607 | $ | 874 | |||||||||||||||||||||
| Earnings per share from continuing operations: | |||||||||||||||||||||||||||||
| Basic | $ | 0.92 | $ | 1.04 | $ | 1.34 | $ | 1.90 | |||||||||||||||||||||
| Diluted | 0.91 | 1.04 | 1.33 | 1.90 | |||||||||||||||||||||||||
| Earnings per share attributable to GE HealthCare common stockholders: | |||||||||||||||||||||||||||||
| Basic | $ | 0.92 | $ | 1.07 | $ | 1.34 | $ | 1.93 | |||||||||||||||||||||
| Diluted | 0.91 | 1.07 | 1.33 | 1.93 | |||||||||||||||||||||||||
| Weighted-average number of shares outstanding: | |||||||||||||||||||||||||||||
| Basic | 455 | 454 | 455 | 454 | |||||||||||||||||||||||||
| Diluted | 458 | 454 | 458 | 454 |
The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
| Condensed Consolidated and Combined Statements of Comprehensive Income (Unaudited) | |||||||||||||||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | ||||||||||||||||||||||||||||
| (In millions, net of tax) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Net income attributable to GE HealthCare | $ | 418 | $ | 485 | $ | 790 | $ | 874 | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | 15 | 13 | 26 | 26 | |||||||||||||||||||||||||
| Net income | 433 | 498 | 816 | 900 | |||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Currency translation adjustments – net of taxes | 3 | (472) | 60 | (625) | |||||||||||||||||||||||||
| Benefit plans – net of taxes | (18) | 3 | (83) | (2) | |||||||||||||||||||||||||
| Cash flow hedges – net of taxes | 10 | (9) | (29) | 15 | |||||||||||||||||||||||||
| Other comprehensive income (loss) | (5) | (478) | (52) | (612) | |||||||||||||||||||||||||
| Comprehensive income | 428 | 20 | 764 | 288 | |||||||||||||||||||||||||
| Comprehensive (income) attributable to noncontrolling interests | (15) | (13) | (26) | (26) | |||||||||||||||||||||||||
| Comprehensive income attributable to GE HealthCare | $ | 413 | $ | 7 | $ | 738 | $ | 262 |
The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
| Condensed Consolidated and Combined Statements of Financial Position (Unaudited) | ||||||||
| As of | ||||||||
| (In millions, except share and per share amounts) | June 30, 2023 | December 31, 2022 | ||||||
| Cash, cash equivalents, and restricted cash | $ | 1,939 | $ | 1,445 | ||||
| Receivables – net of allowances of $92 and $91 | 3,370 | 3,295 | ||||||
| Due from related parties | 27 | 17 | ||||||
| Inventories | 2,264 | 2,155 | ||||||
| Contract and other deferred assets | 1,044 | 989 | ||||||
| All other current assets | 596 | 417 | ||||||
| Current assets | 9,240 | 8,318 | ||||||
| Property, plant, and equipment – net | 2,357 | 2,314 | ||||||
| Goodwill | 12,929 | 12,813 | ||||||
| Other intangible assets – net | 1,423 | 1,520 | ||||||
| Deferred income taxes | 4,349 | 1,550 | ||||||
| All other assets | 2,013 | 1,024 | ||||||
| Total assets | $ | 32,311 | $ | 27,539 | ||||
| Short-term borrowings | $ | 5 | $ | 15 | ||||
| Accounts payable | 2,835 | 2,944 | ||||||
| Due to related parties | 168 | 146 | ||||||
| Contract liabilities | 2,003 | 1,896 | ||||||
| All other current liabilities | 2,570 | 2,190 | ||||||
| Current liabilities | 7,581 | 7,191 | ||||||
| Long-term borrowings | 10,233 | 8,234 | ||||||
| Compensation and benefits | 5,167 | 549 | ||||||
| Deferred income taxes | 81 | 370 | ||||||
| All other liabilities | 1,926 | 1,603 | ||||||
| Total liabilities | 24,988 | 17,947 | ||||||
| Commitments and contingencies | ||||||||
| Redeemable noncontrolling interests | 209 | 230 | ||||||
| Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 454,808,732 shares issued and outstanding as of June 30, 2023; 100 shares issued and outstanding as of December 31, 2022 | 5 | — | ||||||
| Additional paid-in capital | 6,451 | — | ||||||
| Retained earnings | 576 | — | ||||||
| Net parent investment | — | 11,235 | ||||||
| Accumulated other comprehensive income (loss) – net | 70 | (1,878) | ||||||
| Total equity attributable to GE HealthCare | 7,102 | 9,357 | ||||||
| Noncontrolling interests | 12 | 5 | ||||||
| Total equity | 7,114 | 9,362 | ||||||
| Total liabilities, redeemable noncontrolling interests, and equity | $ | 32,311 | $ | 27,539 |
The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
| Condensed Consolidated and Combined Statements of Changes in Equity (Unaudited) | ||||||||||||||||||||||||||
| Common stock | ||||||||||||||||||||||||||
| (In millions) | Common shares outstanding | Par value | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive income (loss) – net | Equity attributable to noncontrolling interests | Total equity | ||||||||||||||||||
| Balances as of March 31, 2023 | 455 | $ | 5 | $ | 6,425 | $ | 185 | $ | — | $ | 75 | $ | 6 | $ | 6,696 | |||||||||||
| Net transfers from Parent, including Spin-Off-related adjustments | — | — | — | — | (9) | — | 3 | (6) | ||||||||||||||||||
| Issuance of common stock in connection with the Spin-Off and reclassification of net parent investment | — | — | (9) | — | 9 | — | — | — | ||||||||||||||||||
| Issuance of common stock in connection with employee stock plans | — | — | 7 | — | — | — | — | 7 | ||||||||||||||||||
| Net income attributable to GE HealthCare | — | — | — | 418 | — | — | — | 418 | ||||||||||||||||||
| Dividends declared ($0.06 per common share) | — | — | — | (27) | — | — | — | (27) | ||||||||||||||||||
| Currency translation adjustments – net of taxes | — | — | — | — | — | 3 | — | 3 | ||||||||||||||||||
| Benefit plans – net of taxes | — | — | — | — | — | (18) | — | (18) | ||||||||||||||||||
| Cash flow hedges – net of taxes | — | — | — | — | — | 10 | — | 10 | ||||||||||||||||||
| Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | 3 | 3 | ||||||||||||||||||
| Share-based compensation expense | — | — | 28 | — | — | — | — | 28 | ||||||||||||||||||
| Balances as of June 30, 2023 | 455 | $ | 5 | $ | 6,451 | $ | 576 | $ | — | $ | 70 | $ | 12 | $ | 7,114 |
| Common stock | ||||||||||||||||||||||||||
| (In millions) | Common shares outstanding | Par value | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive income (loss) – net | Equity attributable to noncontrolling interests | Total equity | ||||||||||||||||||
| Balances as of March 31, 2022 | — | $ | — | $ | — | $ | — | $ | 17,728 | $ | (1,171) | $ | 21 | $ | 16,578 | |||||||||||
| Net income attributable to GE HealthCare | — | — | — | — | 485 | — | — | 485 | ||||||||||||||||||
| Currency translation adjustments – net of taxes | — | — | — | — | — | (472) | — | (472) | ||||||||||||||||||
| Benefit plans – net of taxes | — | — | — | — | — | 3 | — | 3 | ||||||||||||||||||
| Cash flow hedges – net of taxes | — | — | — | — | — | (9) | — | (9) | ||||||||||||||||||
| Transfers (to) from GE | — | — | — | — | 467 | — | — | 467 | ||||||||||||||||||
| Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | 2 | 2 | ||||||||||||||||||
| Balances as of June 30, 2022 | — | $ | — | $ | — | $ | — | $ | 18,680 | $ | (1,649) | $ | 23 | $ | 17,054 |
| Common stock | ||||||||||||||||||||||||||
| (In millions) | Common shares outstanding | Par value | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive income (loss) – net | Equity attributable to noncontrolling interests | Total equity | ||||||||||||||||||
| Balances as of December 31, 2022 | — | $ | — | $ | — | $ | — | $ | 11,235 | $ | (1,878) | $ | 5 | $ | 9,362 | |||||||||||
| Net transfers from Parent, including Spin-Off-related adjustments | — | — | — | — | (4,842) | 2,000 | 2 | (2,840) | ||||||||||||||||||
| Issuance of common stock in connection with the Spin-Off and reclassification of net parent investment | 454 | 5 | 6,388 | — | (6,393) | — | — | — | ||||||||||||||||||
| Issuance of common stock in connection with employee stock plans | 1 | — | 11 | — | — | — | — | 11 | ||||||||||||||||||
| Net income attributable to GE HealthCare | — | — | — | 790 | — | — | — | 790 | ||||||||||||||||||
| Dividends declared ($0.06 per common share) | — | — | — | (27) | — | — | — | (27) | ||||||||||||||||||
| Currency translation adjustments – net of taxes | — | — | — | — | — | 60 | — | 60 | ||||||||||||||||||
| Benefit plans – net of taxes | — | — | — | — | — | (83) | — | (83) | ||||||||||||||||||
| Cash flow hedges – net of taxes | — | — | — | — | — | (29) | — | (29) | ||||||||||||||||||
| Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | 5 | 5 | ||||||||||||||||||
| Share-based compensation expense | — | — | 52 | — | — | — | — | 52 | ||||||||||||||||||
| Changes in equity due to redemption value adjustments on redeemable noncontrolling interests | — | — | — | (187) | — | — | — | (187) | ||||||||||||||||||
| Balances as of June 30, 2023 | 455 | $ | 5 | $ | 6,451 | $ | 576 | $ | — | $ | 70 | $ | 12 | $ | 7,114 |
| Common stock | ||||||||||||||||||||||||||
| (In millions) | Common shares outstanding | Par value | Additional paid-in capital | Retained earnings | Net parent investment | Accumulated other comprehensive income (loss) – net | Equity attributable to noncontrolling interests | Total equity | ||||||||||||||||||
| Balances as of December 31, 2021 | — | $ | — | $ | — | $ | — | $ | 17,692 | $ | (1,037) | $ | 21 | $ | 16,676 | |||||||||||
| Net income attributable to GE HealthCare | — | — | — | — | 874 | — | — | 874 | ||||||||||||||||||
| Currency translation adjustments – net of taxes | — | — | — | — | — | (625) | — | (625) | ||||||||||||||||||
| Benefit plans – net of taxes | — | — | — | — | — | (2) | — | (2) | ||||||||||||||||||
| Cash flow hedges – net of taxes | — | — | — | — | — | 15 | — | 15 | ||||||||||||||||||
| Transfers (to) from GE | — | — | — | — | 114 | — | — | 114 | ||||||||||||||||||
| Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | 2 | 2 | ||||||||||||||||||
| Balances as of June 30, 2022 | — | $ | — | $ | — | $ | — | $ | 18,680 | $ | (1,649) | $ | 23 | $ | 17,054 |
The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
| Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) | |||||||||||
| For the six months ended June 30 | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Net income | $ | 816 | $ | 900 | |||||||
| Income (loss) from discontinued operations, net of taxes | — | 12 | |||||||||
| Net income from continuing operations | $ | 816 | $ | 888 | |||||||
| Adjustments to reconcile Net income to Cash from (used for) operating activities | |||||||||||
| Depreciation and amortization of property, plant, and equipment | 124 | 112 | |||||||||
| Amortization of intangible assets | 189 | 204 | |||||||||
| Gain on fair value remeasurement of contingent consideration | (3) | — | |||||||||
| Net periodic postretirement benefit plan (income) expense | (207) | 6 | |||||||||
| Postretirement plan contributions | (180) | (12) | |||||||||
| Provision for income taxes | 300 | 284 | |||||||||
| Share-based compensation | 52 | 39 | |||||||||
| Cash paid during the year for income taxes | (271) | (443) | |||||||||
| Cash paid during the year for interest | (250) | — | |||||||||
| Changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions: | |||||||||||
| Receivables | (32) | (161) | |||||||||
| Due from related parties | 10 | (1) | |||||||||
| Inventories | (172) | (447) | |||||||||
| Contract and other deferred assets | (64) | (96) | |||||||||
| Accounts payable | (40) | 282 | |||||||||
| Due to related parties | (11) | (48) | |||||||||
| Contract liabilities | 111 | 84 | |||||||||
| All other operating activities | 29 | (242) | |||||||||
| Cash from (used for) operating activities – continuing operations | 401 | 449 | |||||||||
| Cash flows – investing activities | |||||||||||
| Additions to property, plant, and equipment | (213) | (159) | |||||||||
| Dispositions of property, plant, and equipment | 1 | 3 | |||||||||
| Purchases of businesses, net of cash acquired | (147) | — | |||||||||
| All other investing activities | 9 | (29) | |||||||||
| Cash from (used for) investing activities – continuing operations | (350) | (185) | |||||||||
| Cash flows – financing activities | |||||||||||
| Net increase (decrease) in borrowings (maturities of 90 days or less) | (12) | — | |||||||||
| Newly issued debt, net of debt issuance costs (maturities longer than 90 days) | 2,000 | — | |||||||||
| Repayments and other reductions (maturities longer than 90 days) | (6) | (1) | |||||||||
| Dividends paid to shareholders | (14) | — | |||||||||
| Redemption of noncontrolling interests | (211) | — | |||||||||
| Net transfers (to) from GE | (1,317) | (225) | |||||||||
| All other financing activities | 6 | (54) | |||||||||
| Cash from (used for) financing activities – continuing operations | 446 | (280) | |||||||||
| Effect of foreign currency rate changes on cash, cash equivalents, and restricted cash | (3) | (15) | |||||||||
| Increase (decrease) in cash, cash equivalents, and restricted cash | 494 | (31) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 1,451 | 561 | |||||||||
| Cash, cash equivalents, and restricted cash as of June 30 | $ | 1,945 | $ | 530 | |||||||
The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
BACKGROUND.
GE HealthCare Technologies Inc. (“GE HealthCare,” the “Company,” “our,” or “we”) is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator. We operate at the center of the healthcare ecosystem, helping enable precision care by increasing health system capacity, enhancing productivity, digitizing healthcare delivery, and improving clinical outcomes while serving patients’ demand for greater efficiency, access, and personalized medicine. Our products, services, and solutions are designed to enable clinicians to make more informed decisions quickly and efficiently, improving patient care from diagnosis to therapy to monitoring.
On January 3, 2023 (the “Distribution Date”), the General Electric Company (“GE” or “Parent”) completed the previously announced spin-off of GE HealthCare Technologies Inc. (the “Spin-Off”). The Spin-Off was completed through a distribution of approximately 80.1% of the Company’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”), which resulted in the issuance of approximately 454 million shares of common stock. Prior to the Distribution, the Company issued 100 shares of common stock in exchange for $1.00, all of which were held by GE as of December 31, 2022. As a result of the Distribution, the Company became an independent public company. Our common stock is listed under the symbol “GEHC” on the Nasdaq Stock Market LLC (“Nasdaq”). In the quarter ended June 30, 2023, GE disposed of approximately 29 million shares of its retained interest in GE HealthCare, reducing its beneficial ownership to approximately 13.5% of the Company’s outstanding common stock.
In connection with the Spin-Off, certain adjustments were recorded to reflect transfers from GE, the draw-down of the Term Loan Facility and settlement of Spin-Off transactions with GE, which resulted in the net reduction in Total equity of $2,840 million. These items substantially consisted of the transfer of: (a) certain pension plan liabilities and assets as described in Note 9, “Postretirement Benefit Plans,” (b) certain deferred income taxes as described in Note 10, “Income Taxes,” (c) deferred compensation liabilities of $548 million, and (d) employee termination obligations as described in Note 14, “Restructuring and Other Activities – Net.”
In connection with the Spin-Off, the Company entered into or adopted several agreements that provide a framework for the relationship between the Company and GE. See Note 18, “Related Parties” for more information on these agreements.
Unless the context otherwise requires, references to “GE HealthCare,” “we,” “us,” “our,” and the “Company” refer to (i) GE’s healthcare business prior to the Spin-Off as a carve-out business of GE with related condensed combined financial statements and (ii) GE HealthCare Technologies Inc. and its subsidiaries following the Spin-Off with related condensed consolidated financial statements.
BASIS OF PRESENTATION.
The condensed consolidated and combined financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) and present the historical results of operations and comprehensive income for the three and six months ended June 30, 2023 and 2022, cash flows for the six months ended June 30, 2023 and 2022, and the financial position as of June 30, 2023 and December 31, 2022. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position and operating results. The following tables are presented in millions of U.S dollars (“USD”) unless otherwise stated.
All intercompany balances and transactions within the Company have been eliminated in the condensed consolidated and combined financial statements. These financial statements include certain transactions with GE, which are disclosed as related party transactions. See Note 18, “Related Parties” for further information.
Prior to the Spin-Off, the condensed combined financial statements were derived from the consolidated financial statements and accounting records of GE including the historical cost basis of assets and liabilities comprising the Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the historical accounting policies applied by GE. The condensed combined financial statements do not purport to reflect what the results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate, stand-alone entity during the periods presented.
The condensed consolidated and combined financial statements should be read in conjunction with the Company’s audited combined financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022.
ESTIMATES AND ASSUMPTIONS.
The preparation of the condensed consolidated and combined financial statements in conformity with U.S. GAAP requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions, which affect the reported amounts and related disclosures in the condensed consolidated and combined financial statements. We base our estimates and judgments on historical experience and on various other assumptions and information that we believe to be reasonable under the circumstances. Although our estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, financial position, and cash flows.
There have been no material impacts to our accounting estimates as of June 30, 2023 and December 31, 2022, or the results for the three and six months ended June 30, 2023 and 2022, from the COVID-19 pandemic. The federal COVID-19 Public Health Emergency declaration in the U.S. ended in May 2023, and COVID-19 restrictions have been lifted in many locations globally. We do not expect future material economic consequences from the COVID-19 pandemic.
ACCOUNTING CHANGES.
Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, provides that interest and penalties related to unrecognized income tax benefits may either be classified as income tax expense or interest expense in the condensed consolidated statements of operations. In the first quarter of 2023, the Company changed its accounting policy for presentation of interest expense on uncertain tax positions. The interest was previously presented within “Interest and other financial charges – net” and has changed to being presented within “Benefit (provision) for income taxes.” The Company believes this presentation is preferable because the cost is related to income tax matters and this presentation enhances comparability with our peers. The effects of the change in accounting have been prospectively applied to periods beginning in the first quarter of 2023 and were not material to any previously reported periods prior to March 31, 2023.
Recent Accounting Pronouncements reflected in the Condensed Consolidated and Combined Financial Statements
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50). The ASU requires companies to disclose information about supplier finance programs, including key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where the amounts are presented. The new standard does not affect the recognition, measurement, or financial statement presentation of supplier finance obligations. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods, except for rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this guidance on January 1, 2023. See Note 17, “Supplemental Financial Information” for further information.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires companies to apply the definition of a performance obligation under ASC 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities relating to contracts with customers acquired in a business combination. Prior to the adoption of this ASU, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. The ASU results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance on January 1, 2023 using a prospective method, and the adoption did not have a material impact on the condensed consolidated financial statements.
NOTE 2. REVENUE RECOGNITION
Our revenues primarily consist of sales of products and services to customers. Products include equipment, imaging agents, software-related offerings, and upgrades. Services include contractual and stand-by preventative maintenance and corrective services, as well as related parts and labor, extended warranties, training, and other service-type offerings. The Company recognizes revenue from contracts with customers when the customer obtains control of the underlying products or services.
| Contract and Other Deferred Assets | ||||||||
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| Contract assets | $ | 642 | $ | 584 | ||||
| Other deferred assets | 402 | 405 | ||||||
| Contract and other deferred assets | 1,044 | 989 | ||||||
| Non-current contract assets(a) | 54 | 37 | ||||||
| Non-current other deferred assets(a) | 84 | 82 | ||||||
| Total contract and other deferred assets | $ | 1,182 | $ | 1,108 |
(a)Non-current contract and other deferred assets are recognized within All other assets in the Condensed Consolidated and Combined Statements of Financial Position.
Contract assets primarily reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract assets are classified as current or non-current based on the amount of time expected to lapse until the Company’s right to consideration becomes unconditional. Other deferred assets consist of costs to obtain contracts, primarily commissions, other cost deferrals for shipped products, and deferred service, labor, and direct overhead costs.
CONTRACT LIABILITIES.
Contract liabilities primarily include customer advances and deposits received when orders are placed and billed in advance of completion of performance obligations. Contract liabilities are classified as current or non-current based on the periods over which remaining performance obligations are expected to be satisfied and fulfilled with our customers.
As of June 30, 2023 and December 31, 2022, contract liabilities were approximately $2,673 million and $2,526 million, respectively, of which the non-current portion of $670 million and $630 million, respectively, was recognized in All other liabilities in the Condensed Consolidated and Combined Statements of Financial Position. Contract liabilities increased by $147 million in 2023 primarily due to an increase in customer advances and deposits as a result of product orders growth relative to fulfillment and the normal annual service contract billing cycle. Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $1,105 million and $1,083 million for the six months ended June 30, 2023 and 2022, respectively.
REMAINING PERFORMANCE OBLIGATIONS.
Remaining performance obligations represent the estimated revenue expected from customer contracts that are partially or fully unperformed inclusive of amounts deferred in contract liabilities, excluding contracts, or portions thereof, that provide the customer with the ability to cancel or terminate without incurring a substantive penalty. As of June 30, 2023, the aggregate amount of the contracted revenues allocated to our unsatisfied (or partially unsatisfied) performance obligations was $14,309 million. We expect to recognize revenue as we satisfy our remaining performance obligations as follows: a) product-related remaining performance obligations of $4,992 million of which 99% is expected to be recognized within two years, and the remaining thereafter; and b) services-related remaining performance obligations of $9,317 million of which 67% and 97% is expected to be recognized within two years and five years, respectively, and the remaining thereafter.
NOTE 3. SEGMENT INFORMATION
GE HealthCare’s operations are organized and managed through four reportable segments: Imaging, Ultrasound, Patient Care Solutions (“PCS”), and Pharmaceutical Diagnostics (“PDx”). These segments have been identified based on the nature of the products sold and how the Company manages its operations. We have not aggregated any of our operating segments to form reportable segments. A description of our reportable segments has been provided in the “Business” section of our Annual Report on Form 10-K for the year ended December 31, 2022.
The performance of these segments is principally measured based on Total revenues and an earnings metric defined as “Segment EBIT.” Segment EBIT is calculated as Income from continuing operations before income taxes in our Condensed Consolidated and Combined Statements of Income less the following: Interest and other financial charges – net, Non-operating benefit (income) costs, restructuring costs, acquisition and disposition-related benefits (charges), gains and losses of business and asset dispositions, Spin-Off and separation costs, amortization of acquisition-related intangible assets, and investment revaluation gains and losses.
| Total Revenues by Segment | |||||||||||||||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | ||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||
| Imaging: | |||||||||||||||||||||||||||||
| Radiology | $ | 2,227 | $ | 2,064 | $ | 4,315 | $ | 3,982 | |||||||||||||||||||||
| Interventional Guidance | 393 | 385 | 801 | 778 | |||||||||||||||||||||||||
| Total Imaging | 2,620 | 2,449 | 5,116 | 4,760 | |||||||||||||||||||||||||
| Total Ultrasound | 839 | 828 | 1,698 | 1,643 | |||||||||||||||||||||||||
| PCS: | |||||||||||||||||||||||||||||
| Monitoring Solutions | 563 | 512 | 1,115 | 1,033 | |||||||||||||||||||||||||
| Life Support Solutions | 207 | 201 | 436 | 396 | |||||||||||||||||||||||||
| Total PCS | 770 | 713 | 1,551 | 1,429 | |||||||||||||||||||||||||
| Total PDx | 568 | 478 | 1,126 | 962 | |||||||||||||||||||||||||
| Other**(a)** | 20 | 16 | 33 | 33 | |||||||||||||||||||||||||
| Total revenues | $ | 4,817 | $ | 4,484 | $ | 9,524 | $ | 8,827 | |||||||||||||||||||||
(a) Financial information not presented within the reportable segments, shown within the Other category, represents the HealthCare Financial Services (“HFS”) business which does not meet the definition of an operating segment.
| Segment EBIT | |||||||||||||||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | ||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||
| Segment EBIT | |||||||||||||||||||||||||||||
| Imaging | $ | 278 | $ | 306 | $ | 469 | $ | 512 | |||||||||||||||||||||
| Ultrasound | 191 | 220 | 398 | 412 | |||||||||||||||||||||||||
| PCS | 84 | 81 | 193 | 146 | |||||||||||||||||||||||||
| PDx | 152 | 115 | 307 | 253 | |||||||||||||||||||||||||
| Other(a) | 6 | (3) | 8 | (5) | |||||||||||||||||||||||||
| 711 | 719 | 1,375 | 1,318 | ||||||||||||||||||||||||||
| Restructuring costs | (19) | (10) | (31) | (22) | |||||||||||||||||||||||||
| Acquisition and disposition-related benefits (charges) | 2 | (14) | 1 | (29) | |||||||||||||||||||||||||
| Gain/(loss) of business and asset dispositions | — | — | — | 3 | |||||||||||||||||||||||||
| Spin-Off and separation costs | (72) | — | (130) | — | |||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | (32) | (30) | (63) | (63) | |||||||||||||||||||||||||
| Investment revaluation gain (loss) | (6) | (14) | (1) | (22) | |||||||||||||||||||||||||
| Interest and other financial charges – net | (137) | (12) | (273) | (16) | |||||||||||||||||||||||||
| Non-operating benefit income (costs) | 123 | 1 | 238 | 3 | |||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | 570 | $ | 639 | $ | 1,116 | $ | 1,172 |
(a) Financial information not presented within the reportable segments, shown within the Other category, represents the HFS business and certain other business activities which do not meet the definition of an operating segment.
NOTE 4. RECEIVABLES
| Current Receivables | |||||||||||
| As of | |||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| Current customer receivables**(a)** | $ | 3,154 | $ | 3,112 | |||||||
| Non-income based tax receivables | 196 | 174 | |||||||||
| Other sundry receivables | 112 | 100 | |||||||||
| Sundry receivables | 308 | 274 | |||||||||
| Allowance for credit losses | (92) | (91) | |||||||||
| Total current receivables – net | $ | 3,370 | $ | 3,295 |
(a) Chargebacks, which are primarily related to our PDx business, are generally settled through issuance of credits, typically within one month of initial recognition, and are recorded as a reduction to current customer receivables. Balances related to chargebacks were $140 million and $157 million as of June 30, 2023 and December 31, 2022, respectively. The decrease in chargebacks is primarily due to lower wholesaler product levels.
| Long-Term Receivables | ||||||||
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| Long-term customer receivables | $ | 67 | $ | 80 | ||||
| Sundry receivables | 76 | 57 | ||||||
| Non-income based tax receivables | 28 | 28 | ||||||
| Supplier advances | 11 | 11 | ||||||
| Allowance for credit losses | (30) | (31) | ||||||
| Total long-term receivables – net**(a)** | $ | 152 | $ | 145 |
(a) Long-term receivables are recognized within All other assets in the Condensed Consolidated and Combined Statements of Financial Position.
NOTE 5. FINANCING RECEIVABLES
| Financing Receivables | ||||||||
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| Loans, net of deferred income | $ | 32 | $ | 29 | ||||
| Investment in financing leases, net of deferred income | 73 | 72 | ||||||
| Allowance for credit losses | (4) | (4) | ||||||
| Current financing receivables – net**(a)** | 101 | 97 | ||||||
| Loans, net of deferred income | 43 | 44 | ||||||
| Investment in financing leases, net of deferred income | 157 | 158 | ||||||
| Allowance for credit losses | (5) | (6) | ||||||
| Non-current financing receivables – net**(a)** | $ | 195 | $ | 196 |
(a) Current financing receivables and non-current financing receivables are recognized within All other current assets and All other assets, respectively, in the Condensed Consolidated and Combined Statements of Financial Position.
As of June 30, 2023, 5%, 4%, and 5% of financing receivables were over 30 days past due, over 90 days past due, and on nonaccrual, respectively, with the majority of nonaccrual financing receivables secured by collateral. As of December 31, 2022, 7%, 6%, and 6% of financing receivables were over 30 days past due, over 90 days past due, and on nonaccrual, respectively, with the majority of nonaccrual financing receivables secured by collateral.
NOTE 6. LEASES
OPERATING LEASE LIABILITIES.
Operating lease liabilities recognized within All other current liabilities or All other liabilities in the Condensed Consolidated and Combined Statements of Financial Position were $370 million and $347 million as of June 30, 2023 and December 31, 2022, respectively. Expense related to our operating lease portfolio was $57 million and $40 million for the three months ended June 30, 2023 and 2022, respectively, and $113 million and $96 million for the six months ended June 30, 2023 and 2022, respectively.
NOTE 7. ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS
ACQUISITIONS.
On February 17, 2023, the Company acquired 100% of the stock of Caption Health, Inc. (“Caption Health”) for $127 million of upfront payment, $10 million future holdback payment and potential earn-out payments valued at $13 million based primarily on various milestones and sales targets. The preliminary purchase price allocation resulted in goodwill of $94 million, intangible assets of $60 million, and deferred tax liabilities of $3 million. Purchase price allocations are based on preliminary valuations. Our estimates and assumptions are subject to change within the measurement period. The goodwill associated with the acquired business is non-deductible for tax purposes and is reported in the Ultrasound segment. Caption Health is an artificial intelligence (“AI”) company whose technology expands access to AI-guided ultrasound screening for novice users.
See Note 12, “Financial Instruments and Fair Value Measurements” for further information about the fair value measurement of contingent consideration.
| Goodwill | |||||||||||||||||||||||
| Balance as of December 31, 2022 | Acquisitions | Foreign exchange and other | Balance as of June 30, 2023 | ||||||||||||||||||||
| Imaging(a) | $ | 4,409 | $ | 16 | $ | 2 | $ | 4,427 | |||||||||||||||
| Ultrasound | 3,835 | 94 | 1 | 3,930 | |||||||||||||||||||
| PCS | 2,036 | — | 2 | 2,038 | |||||||||||||||||||
| PDx | 2,533 | — | 1 | 2,534 | |||||||||||||||||||
| Total Goodwill | $ | 12,813 | $ | 110 | $ | 6 | $ | 12,929 |
(a) Includes the acquisition of IMACTIS SAS (“Imactis”) in the second quarter of 2023. Imactis is a French company that provides electromagnetic navigation solutions for image-guided procedures in computed tomography.
We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates. We did not identify any reporting units that required an interim impairment test since the last annual impairment testing date.
Substantially all other intangible assets are subject to amortization. Intangible assets decreased during the six months ended June 30, 2023, primarily as a result of amortization, partially offset by acquisitions in our Imaging and Ultrasound segments. Amortization expense was $93 million and $101 million for the three months ended June 30, 2023 and 2022, respectively, and $189 million and $204 million for the six months ended June 30, 2023 and 2022, respectively.
NOTE 8. BORROWINGS
The Company’s borrowings include the following senior unsecured notes and credit agreements:
Senior Unsecured Notes
The Company’s long-term borrowings include $8,250 million aggregate principal amount of senior unsecured notes in six series with maturity dates ranging from 2024 through 2052 (collectively, the “Notes”). Refer to the table below for further information about the Notes.
Credit Facilities
The Company has credit agreements providing for:
-
a five-year senior unsecured revolving credit facility in an aggregate committed amount of $2,500 million;
-
a 364-day senior unsecured revolving credit facility in an aggregate committed amount of $1,000 million; and
-
a three-year senior unsecured term loan credit facility in an aggregate principal amount of $2,000 million (the “Term Loan Facility” and, together with the five-year revolving credit facility and the 364-day revolving credit facility, the “Credit Facilities”).
There were no outstanding amounts under the five-year revolving credit facility and 364-day revolving credit facility as of June 30, 2023 or December 31, 2022. On January 3, 2023, the Company completed a $2,000 million drawdown of the floating rate Term Loan Facility in connection with the Spin-Off from GE.
The weighted average interest rate for the Notes and our Credit Facilities for the six months ended June 30, 2023 was 5.98%. We had no principal debt repayments on the Notes or the Term Loan Facility for the six months ended June 30, 2023.
| Long-Term Borrowings Composition | ||||||||
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| 5.550% senior notes due November 15, 2024 | $ | 1,000 | $ | 1,000 | ||||
| 5.600% senior notes due November 15, 2025 | 1,500 | 1,500 | ||||||
| 5.650% senior notes due November 15, 2027 | 1,750 | 1,750 | ||||||
| 5.857% senior notes due March 15, 2030 | 1,250 | 1,250 | ||||||
| 5.905% senior notes due November 22, 2032 | 1,750 | 1,750 | ||||||
| 6.377% senior notes due November 22, 2052 | 1,000 | 1,000 | ||||||
| Floating rate Term Loan Facility | 2,000 | — | ||||||
| Other | 32 | 38 | ||||||
| Total principal debt issued | 10,282 | 8,288 | ||||||
| Less: Unamortized debt issuance costs and discounts | 44 | 47 | ||||||
| Less: Current portion of long-term borrowings | 5 | 7 | ||||||
| Long-term borrowings, net of current portion | $ | 10,233 | $ | 8,234 |
See Note 12, “Financial Instruments and Fair Value Measurements” for further information about borrowings and associated cross-currency interest rate swaps.
LETTERS OF CREDIT, GUARANTEES, AND OTHER COMMITMENTS.
In addition to the Notes, which were guaranteed on a senior unsecured basis by GE through the completion of the Spin-Off, at which time GE was automatically and unconditionally released and discharged from all obligations under its guarantees, as of June 30, 2023 and December 31, 2022, the Company had unused letters of credit, bank guarantees, bid bonds, and surety bonds of approximately $693 million and $657 million, respectively, related to certain commercial contracts. Additionally, we have approximately $44 million and $43 million of guarantees as of June 30, 2023 and December 31, 2022, respectively, primarily related to residual value guarantees on equipment sold to third-party finance companies. Our Condensed Consolidated and Combined Statements of Financial Position reflect a liability of $4 million and $4 million as of June 30, 2023 and December 31, 2022, respectively, related to these guarantees. For credit-related guarantees, we estimate our expected credit losses related to off-balance sheet credit exposure consistent with the method used to estimate the allowance for credit losses on financial assets held at amortized cost. See Note 13, “Commitments, Guarantees, Product Warranties, and Other Loss Contingencies” for further information on guarantee arrangements with GE.
NOTE 9. POSTRETIREMENT BENEFIT PLANS
PENSION BENEFITS AND RETIREE HEALTH AND LIFE BENEFITS SPONSORED BY GE, TRANSFERRED TO GE HEALTHCARE IN CONNECTION WIT****H THE SPIN-OFF.
Certain GE HealthCare employees were covered under various pension and retiree health and life plans sponsored by GE prior to the Spin-Off, including principal pension plans, other pension plans, and principal retiree benefit plans. A subset of these pension plans have been closed to new participants. For the three and six months ended June 30, 2022, relevant participation costs for these plans were allocated to the Company and recognized within the Condensed Combined Statement of Income. These included service costs for active employees in the U.S. GE Pension Plan, certain international pension plans, the U.S. GE Supplementary Pension Plan, and the U.S. retiree benefit plan. We did not record any liabilities associated with our participation in these plans in our Condensed Combined Statement of Financial Position as of December 31, 2022.
Expenses associated with our employees’ participation in the U.S. GE principal pension and principal retiree benefit plans, which represent the majority of related expense, were $25 million and $49 million for the three and six months ended June 30, 2022. Expenses associated with our employees’ participation in GE’s non-U.S. based pension plans were $12 million and $16 million for the three and six months ended June 30, 2022.
In connection with the Spin-Off, on January 1, 2023, these plans were separated and GE transferred certain liabilities and assets of these plans to GE HealthCare based upon measurements as of December 31, 2022. The amounts assumed by GE HealthCare on January 1, 2023, are shown in the tables below.
| Accumulated Benefit Obligations and Unrecognized Gain | |||||||||||
| As of January 1, 2023 | |||||||||||
| Defined benefit plans | Other postretirement plans | Total | |||||||||
| Accumulated benefit obligations | $ | 21,696 | $ | 1,210 | $ | 22,906 | |||||
| Unrecognized gain to be recorded in AOCI | 1,258 | 1,223 | 2,481 |
| Net Benefit Liability | |||||||||||
| As of January 1, 2023 | |||||||||||
| Defined benefit plans | Other postretirement plans | Total | |||||||||
| Projected benefit obligations | $ | 21,743 | $ | 1,210 | $ | 22,953 | |||||
| Fair value of assets | 18,908 | — | 18,908 | ||||||||
| Net liability | $ | 2,835 | $ | 1,210 | $ | 4,045 |
PENSION PLANS SPONSORED BY GE HEALTHCARE, INCLUDING THOSE TRANSFERRED BY GE.
As the pension plans were transferred by GE on January 1, 2023, there are no amounts included for these plans in the periods ended June 30, 2022. Pension plans with pension assets or obligations less than $50 million and $20 million as of June 30, 2023 and 2022, respectively, are not included in the results below.
| Components of Expense (Income) | |||||||||||||||||
| For the three months ended June 30 | |||||||||||||||||
| Defined benefit plans | Other postretirement plans | ||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||
| Service cost – Operating | $ | 15 | $ | 5 | $ | 2 | $ | — | |||||||||
| Interest cost | 290 | 5 | 15 | — | |||||||||||||
| Expected return on plan assets | (357) | (7) | — | — | |||||||||||||
| Amortization of net loss (gain) | (32) | 1 | (16) | — | |||||||||||||
| Amortization of prior service cost (credit) | (1) | (1) | (22) | — | |||||||||||||
| Non-operating | $ | (100) | $ | (2) | $ | (23) | $ | — | |||||||||
| Net periodic expense (income) | $ | (85) | $ | 3 | $ | (21) | $ | — |
| For the six months ended June 30 | ||||||||||||||||||||||||||||||||
| Defined benefit plans | Other postretirement plans | |||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| Service cost – Operating | $ | 29 | $ | 10 | $ | 4 | $ | — | ||||||||||||||||||||||||
| Interest cost | 582 | 9 | 30 | — | ||||||||||||||||||||||||||||
| Expected return on plan assets | (713) | (14) | — | — | ||||||||||||||||||||||||||||
| Amortization of net loss (gain) | (61) | 3 | (32) | — | ||||||||||||||||||||||||||||
| Amortization of prior service cost (credit) | (2) | (2) | (44) | — | ||||||||||||||||||||||||||||
| Non-operating | $ | (194) | $ | (4) | $ | (46) | $ | — | ||||||||||||||||||||||||
| Net periodic expense (income) | $ | (165) | $ | 6 | $ | (42) | $ | — |
For the six months ended June 30, 2023, the Company made contributions for benefit payments totaling $107 million to the pension plans and $73 million to its postretirement plans. During 2023, the Company expects to make total benefit payments of approximately $353 million to our defined benefit pension and postretirement plans for benefit payments. The Company does not have a required minimum cash pension contribution obligation for its U.S. plans in 2023. Future contributions will depend on market conditions, interest rates, and other factors.
Prior to the Spin-Off, we disclosed postretirement plans with assets or obligations that exceeded $20 million. As a result of the transferred liabilities and assets to GE HealthCare on January 1, 2023, we now present postretirement plans with assets or obligations that exceed $50 million. For the year, the Company expects to contribute approximately $11 million to postretirement plans that are no longer disclosed.
Defined Contribution Plan
As a result of the Spin-Off, GE HealthCare established a defined contribution plan for its eligible U.S. employees that was largely consistent with the plan they participated in while GE HealthCare operated as a business of GE. Expenses associated with our employees’ participation in GE HealthCare’s defined contribution plan in 2023 and GE’s defined contribution plan in 2022 represent the employer matching contributions for GE HealthCare employees and were $33 million and $35 million for the three months ended June 30, 2023 and 2022, respectively, and $66 million for both the six months ended June 30, 2023 and 2022.
NOTE 10. INCOME TAXES
Our income tax rate was 24.0% and 23.9% for the three months ended June 30, 2023 and 2022, respectively, and 26.9% and 24.2% for the six months ended June 30, 2023 and 2022, respectively. The tax rate for 2023 is higher than the U.S. statutory rate primarily due to the cost of global activities, including the U.S. taxation on international operations, withholding taxes, and state taxes. The tax rate for 2022 is higher than the U.S. statutory rate primarily due to the cost of global activities, including the U.S. taxation on international operations and state taxes.
The Company is currently being audited in a number of jurisdictions for tax years 2004-2021, including China, Egypt, France, Germany, Norway, the United Kingdom, and the U.S.
In the first quarter of 2023, the Company changed its accounting policy for presentation of interest expense on uncertain tax positions from within “Interest and other financial charges – net” to within “Benefit (provision) for income taxes.” See Note 1, “Organization and Basis of Presentation” for further information.
Post Spin-Off, the Company’s previously undistributed earnings of certain of our foreign subsidiaries are no longer indefinitely reinvested in non-U.S. businesses due to current U.S. funding needs. Therefore, in the first quarter of 2023, an incremental deferred tax liability of $30 million was recorded for withholding and other foreign taxes due upon future distribution of earnings. In addition, the Company is providing for withholding and other foreign taxes due upon future distribution of current period earnings.
Also, in connection with the Spin-Off, our net deferred income tax assets increased by $3,099 million primarily due to transfers from GE, including $964 million related to pension and postretirement benefits, with the remainder primarily attributable to tax attributes that were not part of the Company’s stand-alone operations and changes to valuation on a GE HealthCare basis.
NOTE 11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) – NET
Changes in Accumulated other comprehensive income (loss) (“AOCI”) by component, net of income taxes, were as follows:
| For the three months ended June 30, 2023 | |||||||||||||||||
| Currency translation adjustments**(a)** | Benefit plans | Cash flow hedges | Total AOCI | ||||||||||||||
| March 31, 2023 | $ | (1,760) | $ | 1,865 | $ | (30) | $ | 75 | |||||||||
| Other comprehensive income (loss) before reclasses – net of taxes of $28, $(11), and $(2) | 3 | 36 | 5 | 44 | |||||||||||||
| Reclasses from AOCI – net of taxes of $0, $17, and $(1)(c) | — | (54) | 5 | (49) | |||||||||||||
| June 30, 2023 | $ | (1,757) | $ | 1,847 | $ | (20) | $ | 70 |
| For the three months ended June 30, 2022 | |||||||||||||||||
| Currency translation adjustments | Benefit plans | Cash flow hedges | Total AOCI | ||||||||||||||
| March 31, 2022 | $ | (1,122) | $ | (105) | $ | 56 | $ | (1,171) | |||||||||
| Other comprehensive income (loss) before reclasses – net of taxes of $(12), $(1), and $4 | (472) | 3 | (3) | (472) | |||||||||||||
| Reclasses from AOCI – net of taxes of $0, $0, and $0(c) | — | — | (6) | (6) | |||||||||||||
| June 30, 2022 | $ | (1,594) | $ | (102) | $ | 47 | $ | (1,649) |
| For the six months ended June 30, 2023 | |||||||||||||||||
| Currency translation adjustments**(a)(d)** | Benefit plans | Cash flow hedges | Total AOCI | ||||||||||||||
| December 31, 2022 | $ | (1,845) | $ | (42) | $ | 9 | $ | (1,878) | |||||||||
| Other comprehensive income (loss) before reclasses – net of taxes of $17, $(9), and $2 | 88 | 23 | (8) | 103 | |||||||||||||
| Unrecognized gain transferred from GE pension – net of taxes of $0, $(509), and $0(b) | — | 1,972 | — | 1,972 | |||||||||||||
| Reclasses from AOCI – net of taxes of $0, $33, and $6(c) | — | (106) | (21) | (127) | |||||||||||||
| June 30, 2023 | $ | (1,757) | $ | 1,847 | $ | (20) | $ | 70 |
| For the six months ended June 30, 2022 | |||||||||||||||||
| Currency translation adjustments | Benefit plans | Cash flow hedges | Total AOCI | ||||||||||||||
| December 31, 2021 | $ | (969) | $ | (100) | $ | 32 | $ | (1,037) | |||||||||
| Other comprehensive income (loss) before reclasses – net of taxes of $(14), $(10), and $(2) | (625) | (2) | 32 | (595) | |||||||||||||
| Reclasses from AOCI – net of taxes of $0, $0, and $0(c) | — | — | (17) | (17) | |||||||||||||
| June 30, 2022 | $ | (1,594) | $ | (102) | $ | 47 | $ | (1,649) |
(a) The amount of foreign currency translation recognized in Other comprehensive income (loss) during the six months ended June 30, 2023 included net gains (losses) relating to net investment hedges, as further discussed in Note 12, “Financial Instruments and Fair Value Measurements.”
(b) Refer to Note 9, “Postretirement Benefit Plans” for further information on the unrecognized gain transferred from the GE pension and other postretirement plans in connection with the Spin-Off.
(c) Reclassifications from AOCI into earnings for Benefit plans are recognized within Non-operating benefit (income) loss, while Cash flow hedges are recognized within Cost of products or Cost of services in our Condensed Consolidated and Combined Statements of Income.
(d) Other comprehensive income (loss) before reclassification for Currency translation adjustments includes $28 million associated with Spin-Off related adjustments.
NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
DERIVATIVES AND HEDGING.
Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility associated with fluctuations in foreign currency exchange rates and commodity prices and hedge the volatility associated with the translation of the assets and liabilities of subsidiaries with a different functional currency than the USD. These hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency rate and commodity price movements. The Company does not enter into or hold derivative instruments for speculative trading purposes.
Cash Flow Hedges
The total amount in AOCI related to cash flow hedges of foreign currency-denominated forecasted transactions was a net $20 million loss as of June 30, 2023. We expect to reclassify $14 million of pre-tax net deferred losses associated with designated cash flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted transactions. Pre-tax gains (losses) reclassified from AOCI into earnings were $(6) million and $6 million, for the three months ended June 30, 2023 and 2022, respectively and $27 million and $17 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the maximum length of time over which we are hedging our forecasted transactions was approximately two years.
Net Investment Hedges
The Company uses derivative instruments to hedge the currency risk associated with its net investment in foreign operations. The derivative instruments include cross-currency swaps and foreign currency forward contracts in combination with foreign currency options contracts. As of June 30, 2023 and December 31, 2022, the Company had $2,296 million and $2,132 million notional, respectively, of derivatives consisting mainly of receive-fixed USD, pay-fixed Euro (“EUR”) cross-currency swaps, each designated as the hedging instruments in net investment hedging relationships in order to mitigate the foreign currency risk attributable to the translation of its net investment in certain EUR-functional subsidiaries.
The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:
| Fair Value of Derivatives | |||||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Gross Notional | Fair Value – Assets | Fair Value – Liabilities | Gross Notional | Fair Value – Assets | Fair Value – Liabilities | ||||||||||||||||||
| Foreign currency exchange contracts | $ | 1,206 | $ | 34 | $ | 56 | $ | 1,240 | $ | 32 | $ | 53 | |||||||||||
| Derivatives accounted for as cash flow hedges | 1,206 | 34 | 56 | 1,240 | 32 | 53 | |||||||||||||||||
| Cross-currency swaps | 2,197 | 29 | 211 | 2,132 | — | 111 | |||||||||||||||||
| Foreign currency exchange contracts and options | 99 | 3 | 2 | — | — | — | |||||||||||||||||
| Derivatives accounted for as net investment hedges | 2,296 | 32 | 213 | 2,132 | — | 111 | |||||||||||||||||
| Foreign currency exchange contracts | 5,269 | 34 | 24 | 4,456 | 9 | 20 | |||||||||||||||||
| Embedded derivatives | 683 | 20 | 13 | 604 | 24 | 18 | |||||||||||||||||
| Equity contracts | 198 | 31 | 3 | 8 | — | 6 | |||||||||||||||||
| Commodity derivatives | 77 | 1 | 3 | 48 | 1 | 1 | |||||||||||||||||
| Derivatives not designated as hedges | 6,227 | 86 | 43 | 5,116 | 34 | 45 | |||||||||||||||||
| Total derivatives | $ | 9,729 | $ | 152 | $ | 312 | $ | 8,488 | $ | 66 | $ | 209 |
Under the master arrangements with the respective counterparties to our derivative contracts, in certain circumstances and subject to applicable requirements, we are allowed to net settle transactions with a single net amount payable by one party to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis on our Condensed Consolidated and Combined Statements of Financial Position and in the table above. The fair value of the derivatives contracts is recognized within All other current assets, All other assets, All other current liabilities, and All other liabilities in the Condensed Consolidated and Combined Statements of Financial Position based upon the contractual timing of settlements for these contracts.
As of June 30, 2023, the potential effect of rights of offset associated with the derivative contracts would be an offset to both assets and liabilities by $64 million.
The table below presents the pre-tax gains (losses) recognized in OCI associated with the Company’s cash flow and net investment hedges:
| Pre-tax Gains (Losses) Recognized in OCI Related to Cash Flow and Net Investment Hedges | |||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | ||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||
| Cash flow hedges | $ | 7 | $ | (7) | $ | (10) | $ | 34 | |||||||||
| Net investment hedges | (36) | — | (71) | — |
The tables below present the gains (losses) of our derivative financial instruments in the Condensed Consolidated and Combined Statements of Income:
| Derivative Financial Instruments | |||||||||||||||||||||||||||||
| For the three months ended June 30, 2023 | For the three months ended June 30, 2022 | ||||||||||||||||||||||||||||
| Cost of products | Cost of services | Selling, general and administrative | Other (a) | Cost of products | Cost of services | Selling, general and administrative | Other (a) | ||||||||||||||||||||||
| Foreign currency exchange contracts | $ | (5) | $ | (1) | $ | — | $ | — | $ | 5 | $ | 1 | $ | — | $ | — | |||||||||||||
| Effects of cash flow hedges | (5) | (1) | — | — | 5 | 1 | — | — | |||||||||||||||||||||
| Foreign currency exchange contracts | 3 | 1 | — | 4 | (60) | (11) | — | 7 | |||||||||||||||||||||
| Embedded derivatives | — | — | — | 2 | — | — | — | 5 | |||||||||||||||||||||
| Equity contracts | — | — | 18 | — | — | — | — | (1) | |||||||||||||||||||||
| Commodity derivatives | — | — | — | (2) | — | — | — | 5 | |||||||||||||||||||||
| Effects of derivatives not designated as hedges | $ | 3 | $ | 1 | $ | 18 | $ | 4 | $ | (60) | $ | (11) | $ | — | $ | 16 | |||||||||||||
| Derivative Financial Instruments | |||||||||||||||||||||||||||||
| For the six months ended June 30, 2023 | For the six months ended June 30, 2022 | ||||||||||||||||||||||||||||
| Cost of products | Cost of services | Selling, general and administrative | Other (a) | Cost of products | Cost of services | Selling, general and administrative | Other (a) | ||||||||||||||||||||||
| Foreign currency exchange contracts | $ | 22 | $ | 5 | $ | — | $ | — | $ | 14 | $ | 3 | $ | — | $ | — | |||||||||||||
| Effects of cash flow hedges | 22 | 5 | — | — | 14 | 3 | — | — | |||||||||||||||||||||
| Foreign currency exchange contracts | 10 | 3 | — | 5 | (61) | (11) | — | 7 | |||||||||||||||||||||
| Embedded derivatives | — | — | — | 1 | — | — | — | 8 | |||||||||||||||||||||
| Equity contracts | — | — | 33 | 3 | — | — | — | (1) | |||||||||||||||||||||
| Commodity derivatives | — | — | — | (4) | — | — | — | 15 | |||||||||||||||||||||
| Effects of derivatives not designated as hedges | $ | 10 | $ | 3 | $ | 33 | $ | 5 | $ | (61) | $ | (11) | $ | — | $ | 29 | |||||||||||||
(a) Amounts inclusive of Other income (expense) – net on the Condensed Consolidated and Combined Statements of Income.
FAIR VALUE MEASUREMENTS.
The following table represents financial assets and liabilities that are recorded and measured at fair value on a recurring basis:
| Fair Value of Financial Assets and Liabilities | |||||||||||||||||||||||||||||
| As of June 30, 2023 | As of December 31, 2022 | ||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Investment securities | $ | 30 | $ | — | $ | — | $ | 30 | $ | 21 | $ | — | $ | — | $ | 21 | |||||||||||||
| Derivatives | — | 152 | — | 152 | — | 66 | — | 66 | |||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Deferred compensation(a) | 243 | 3 | — | 246 | 62 | 2 | — | 64 | |||||||||||||||||||||
| Derivatives | — | 309 | 3 | 312 | — | 203 | 6 | 209 | |||||||||||||||||||||
| Contingent consideration | — | — | 65 | 65 | — | — | 42 | 42 |
(a) Certain deferred compensation plans whose value is derived from market-based securities values were transferred from GE as part of the Spin-Off.
Contingent Consideration
The contingent consideration liabilities as of June 30, 2023 and December 31, 2022 were recorded in connection with business acquisitions. Changes in the Level 3 fair value measurement of contingent consideration were not material during the six months ended June 30, 2023.
Fair Value of Other Financial Instruments
The estimated fair value of long-term debt (including the current portion) as of June 30, 2023 and December 31, 2022, was $10,630 million and $8,512 million compared to a carrying value (which includes a reduction for amortized debt issuance costs and discounts) of $10,238 million and $8,241 million, respectively. The fair value of our borrowings is determined based on observable and quoted prices and spreads of comparable debt and benchmark securities and is considered Level 2 in the fair value hierarchy. See Note 8, “Borrowings” for further information.
Non-recurring Fair Value Measurements
Equity investments without readily determinable fair value as of June 30, 2023 and December 31, 2022 were $121 million and $117 million, respectively.
NOTE 13. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES
GUARANTEES.
The Company has off-balance sheet credit exposure through standby letters of credit, bank guarantees, bid bonds, and surety bonds. See Note 8, “Borrowings" for further information. In addition, GE has provided parent company guarantees in certain jurisdictions where we lack the legal structure to issue the requisite guarantees required on certain projects.
Following the Spin-Off, which was completed pursuant to a Separation and Distribution Agreement (the "Separation and Distribution Agreement"), the Company has remaining performance guarantees on behalf of GE. Under the Separation and Distribution Agreement, GE is obligated to use reasonable best efforts to replace the Company as the guarantor or terminate all such performance guarantees. Until such termination or replacement, in the event of non-fulfillment of contractual obligations by the relevant obligors, the Company could be obligated to make payments under the applicable instruments for which GE is obligated to reimburse and indemnify the Company. As of June 30, 2023 the Company’s maximum aggregate exposure, subject to GE reimbursement, is approximately $114 million.
PRODUCT WARRANTIES.
We provide warranty coverage to our customers as part of customary practices in the market to provide assurance that the products we sell comply with agreed-upon specifications. We provide estimated product warranty expenses when we sell the related products. Warranty accruals are estimates that are based on the best available information, mostly historical claims experience, therefore claims costs may differ from amounts provided. An analysis of changes in the liability for product warranties follows.
| Product Warranties | |||||||||||
| For the six months ended June 30 | |||||||||||
| 2023 | 2022 | ||||||||||
| Balance at beginning of period | $ | 193 | $ | 161 | |||||||
| Current-year provisions | 102 | 131 | |||||||||
| Expenditures | (105) | (104) | |||||||||
| Other changes | — | (5) | |||||||||
| Balance at end of period | $ | 190 | $ | 183 |
Product warranties are recognized within All other current liabilities in the Condensed Consolidated and Combined Statements of Financial Position.
LEGAL MATTERS.
In the normal course of our business, we are involved from time to time in various arbitrations; class actions; commercial, intellectual property, and product liability litigation; government investigations; investigations by competition/antitrust authorities; and other legal, regulatory, or governmental actions, including the significant matter described below that could have a material impact on our results of operations. In many proceedings, including the specific matter described below, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other parties, and other factors that may have a material effect on the outcome. For such matters, unless otherwise specified, we do not believe it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated.
Contracts with Iraqi Ministry of Health
In 2017, a number of U.S. Service members, civilians, and their families brought a complaint in the U.S. District Court for the District of Columbia (the “District Court”) against a number of pharmaceutical and medical device companies, including GE HealthCare and certain affiliates, alleging that the defendants violated the U.S. Anti-Terrorism Act. The complaint seeks monetary relief and alleges that the defendants provided funding for an Iraqi terrorist organization through their sales practices pursuant to pharmaceutical and medical device contracts with the Iraqi Ministry of Health. In July 2020, the District Court granted defendants’ motions to dismiss and dismissed all of the plaintiffs’ claims. In January 2022, a panel of the U.S. Court of Appeals for the District of Columbia Circuit reversed the District Court’s decision. In February 2022, the defendants requested review of the decision by all of the judges on the U.S. Court of Appeals for the District of Columbia Circuit (“the D.C. Circuit”). In February 2023, the D.C. Circuit denied this request. Also in February 2023, defendants filed a motion for a temporary, partial stay of further district court proceedings until the Supreme Court issues its decision in a separate case, Twitter, Inc. v. Taamneh, which also involves the U.S. Anti-Terrorism Act. In March 2023, the District Court granted the motion for a temporary, partial stay. In May 2023, the Supreme Court issued its opinion in Twitter, Inc. v. Taamneh, and the partial stay was extended by the District Court pending further submissions by the parties. In June 2023, defendants petitioned the Supreme Court to review the D.C. Circuit’s decision.
NOTE 14. RESTRUCTURING AND OTHER ACTIVITIES – NET
Restructuring activities are essential to optimize the business operating model for GE HealthCare as a stand-alone company and mostly involve workforce reductions, organizational realignments, and revisions to our real estate footprint. Specifically, restructuring and other charges (gains) primarily include facility exit costs, employee-related termination benefits associated with workforce reductions, asset write-downs, and cease-use costs. For segment reporting, restructuring and other activities are not allocated.
As a result of committed restructuring initiatives, we recorded net expenses of $19 million and $10 million for the three months ended June 30, 2023 and 2022 and $31 million and $22 million for the six months ended June 30, 2023 and 2022. These restructuring initiatives are expected to result in additional expenses of approximately $35 million, to be incurred primarily in 2023, substantially related to employee-related termination benefits and facility exit costs. Restructuring expenses (gains) are recognized within Cost of products, Cost of services, or Selling, general, and administrative ("SG&A"), as appropriate, in the Condensed Consolidated and Combined Statements of Income.
| Restructuring and Other Activities | ||||||||||||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Employee termination costs | $ | 15 | $ | 9 | $ | 25 | $ | 18 | ||||||||||||||||||
| Facility and other exit costs | — | 1 | 1 | 4 | ||||||||||||||||||||||
| Asset write-downs | 4 | — | 5 | — | ||||||||||||||||||||||
| Total restructuring and other activities – net | $ | 19 | $ | 10 | $ | 31 | $ | 22 |
In connection with the Spin-Off, GE transferred employee termination obligations for services already rendered of $31 million to GE HealthCare. Liabilities related to restructuring are recognized within All other current liabilities and All other liabilities in the Condensed Consolidated and Combined Statements of Financial Position and totaled $91 million and $75 million as of June 30, 2023 and December 31, 2022, respectively.
NOTE 15. SHARE-BASED COMPENSATION
We grant stock options, restricted stock units (“RSU”), and performance share units (“PSU”) to employees under the 2023 Long-Term Incentive Plan (“LTIP”). The Talent, Culture, and Compensation Committee of the Board of Directors approves grants under the LTIP. Under the LTIP, we are authorized to issue up to approximately 41 million shares. We record compensation expense for awards expected to vest over the vesting period. We estimate forfeitures based on experience and adjust expense to reflect actual forfeitures. When options are exercised, RSUs vest, and PSUs are earned, we issue shares from authorized unissued common stock.
Stock options provide employees the opportunity to purchase GE HealthCare shares in the future at the market price of our stock on the date the award is granted (the strike price). The options become exercisable over the vesting period, typically becoming fully vested in three to three and a half years, and expire ten years from the grant date if not exercised. RSUs provide an employee the right to shares of GE HealthCare stock when the restrictions lapse over the vesting period. Upon vesting, each RSU is converted into one share of GE HealthCare common stock. PSUs provide an employee with the right to receive shares of GE HealthCare stock based upon achievement of certain performance and market metrics. Upon vesting, each PSU earned is converted into one share of GE HealthCare common stock. We value stock options using a Black-Scholes option pricing model, RSUs using the market price on the grant date, and PSUs using the market price on the grant date and a Monte Carlo simulation as needed based on performance metrics.
The following tables provide the weighted average fair value of options, RSUs, and PSUs granted to employees during the six months ended June 30, 2023 and the related stock option valuation assumptions used in the Black-Scholes model:
| Weighted Average Grant Date Fair Value | |||||||||||
| (In dollars) | June 30, 2023 | ||||||||||
| Stock options | $ | 25 | |||||||||
| RSUs | 73 | ||||||||||
| PSUs | 84 |
| Key Assumptions in the Black-Scholes Valuation for Stock Options | |||||||||||
| June 30, 2023 | |||||||||||
| Risk free rate | 3.6 | % | |||||||||
| Dividend yield | 0.01 | % | |||||||||
| Expected volatility | 26.2 | % | |||||||||
| Expected term (in years) | 6.2 | ||||||||||
| Strike price (in dollars) | $ | 72 |
For new awards granted in 2023, the expected volatility was derived from a peer group’s blended historical and implied volatility as GE HealthCare does not have sufficient historical volatility based on the expected term of the underlying options. The expected term of the stock options was determined using the simplified method. The risk-free interest rate was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options. The dividend yield input was calculated using an annualized rate based on actual dividends declared.
| Share-Based Compensation Activity | |||||||||||||||||||||||||||||
| Stock options | RSUs | ||||||||||||||||||||||||||||
| Shares (in thousands) | Weighted average exercise price (in dollars) | Weighted average contractual term (in years) | Intrinsic value (in millions) | Shares (in thousands) | Weighted average grant date fair value (in dollars) | Weighted average contractual term (in years) | Intrinsic value (in millions) | ||||||||||||||||||||||
| Outstanding as of January 4, 2023(a) | 3,738 | $ | 90 | 3,551 | $ | 58 | |||||||||||||||||||||||
| Granted | 2,143 | 72 | 1,788 | 73 | |||||||||||||||||||||||||
| Exercised/Vested | (448) | 60 | (672) | 70 | |||||||||||||||||||||||||
| Forfeited | (31) | 69 | (158) | 62 | |||||||||||||||||||||||||
| Expired | (30) | 131 | — | — | |||||||||||||||||||||||||
| Outstanding as of June 30, 2023 | 5,372 | $ | 85 | 6.4 | $ | 53 | 4,509 | $ | 63 | 1.8 | $ | 368 | |||||||||||||||||
| Exercisable as of June 30, 2023 | 3,044 | $ | 95 | 4.0 | $ | 31 | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Expected to vest | 1,780 | $ | 72 | 9.5 | $ | 17 | 3,851 | $ | 55 | 1.8 | $ | 313 |
(a) Our common stock began “regular way” trading on The Nasdaq Global Market on January 4, 2023. The shares outstanding as of January 4, 2023 pertain to GE equity-based awards issued by GE in prior periods to employees of the Company that were converted to GE HealthCare equity-based awards as part of the Spin-Off.
Total outstanding PSUs as of June 30, 2023 were 1,293 thousand shares with a weighted average fair value of $85 dollars. The intrinsic value and weighted average contractual term of PSUs outstanding were $105 million and 1.8 years, respectively.
Share-based compensation expense is recognized within Cost of products, Cost of services, SG&A or Research and development (“R&D”), as appropriate, in the Condensed Consolidated Statement of Income.
| Share-based Compensation Expense | For the three months ended | For the six months ended | |||||||||||||||
| June 30, 2023 | June 30, 2023 | ||||||||||||||||
| Share-based compensation expense (pre-tax) | $ | 28 | $ | 52 | |||||||||||||
| Income tax benefits | (3) | (11) | |||||||||||||||
| Share-based compensation expense (after-tax) | $ | 25 | $ | 41 |
| Other Share-based Compensation Data | |||||
| Unrecognized compensation expense as of June 30, 2023(a) | $ | 202 | |||
| Cash received from stock options exercised for the six months ended June 30, 2023 | 27 | ||||
| Intrinsic value of stock options exercised and RSU/PSUs vested in the six months ended June 30, 2023 | 57 |
(a) Amortized over a weighted average period of 2.2 years.
NOTE 16. EARNINGS PER SHARE
On January 3, 2023, there were approximately 454 million shares of GE HealthCare common stock outstanding, including the interest in our outstanding shares of common stock retained by GE following the Distribution. The computation of basic and diluted earnings per common share for all periods through December 31, 2022 was calculated using this same number of common shares outstanding since no GE HealthCare equity awards were outstanding as of the Distribution Date and is net of Net (income) loss attributable to noncontrolling interest which is fully associated with continuing operations.
| Earnings Per Share | |||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | ||||||||||||||||
| (In millions, except per share amounts) | 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Numerator: | |||||||||||||||||
| Net income from continuing operations | $ | 433 | $ | 486 | $ | 816 | $ | 888 | |||||||||
| Net (income) attributable to noncontrolling interests | (15) | (13) | (26) | (26) | |||||||||||||
| Net income from continuing operations attributable to GE HealthCare | 418 | 473 | 790 | 862 | |||||||||||||
| Deemed preferred stock dividend of redeemable noncontrolling interest | — | — | (183) | — | |||||||||||||
| Net income from continuing operations attributable to GE HealthCare common shareholders | 418 | 473 | 607 | 862 | |||||||||||||
| Income from discontinued operations, net of taxes | — | 12 | — | 12 | |||||||||||||
| Net income attributable to GE HealthCare common stockholders | $ | 418 | $ | 485 | $ | 607 | $ | 874 | |||||||||
| Denominator: | |||||||||||||||||
| Basic weighted-average shares outstanding | 455 | 454 | 455 | 454 | |||||||||||||
| Dilutive effect of common stock equivalents | 3 | — | 3 | — | |||||||||||||
| Diluted weighted-average shares outstanding | 458 | 454 | 458 | 454 | |||||||||||||
| Basic Earnings Per Share: | |||||||||||||||||
| Continuing operations | $ | 0.92 | $ | 1.04 | $ | 1.34 | $ | 1.90 | |||||||||
| Discontinued operations | — | 0.03 | — | 0.03 | |||||||||||||
| Attributable to GE HealthCare common stockholders | 0.92 | 1.07 | 1.34 | 1.93 | |||||||||||||
| Diluted Earnings Per Share: | |||||||||||||||||
| Continuing operations | $ | 0.91 | $ | 1.04 | $ | 1.33 | $ | 1.90 | |||||||||
| Discontinued operations | — | 0.03 | — | 0.03 | |||||||||||||
| Attributable to GE HealthCare common stockholders | 0.91 | 1.07 | 1.33 | 1.93 | |||||||||||||
| Antidilutive securities(a) | 4 | — | 4 | — |
(a) Diluted earnings per share excludes certain shares issuable under share-based compensation plans because the effect would have been antidilutive.
NOTE 17. SUPPLEMENTAL FINANCIAL INFORMATION
| Cash, Cash Equivalents and Restricted Cash | As of | ||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| Cash and cash equivalents | $ | 1,936 | $ | 1,440 | |||||||
| Short-term restricted cash | 3 | 5 | |||||||||
| Total cash, cash equivalents, and restricted cash as presented on the Condensed Consolidated and Combined Statements of Financial Position | 1,939 | 1,445 | |||||||||
| Long-term restricted cash(a) | 6 | 6 | |||||||||
| Total cash, cash equivalents, and restricted cash as presented on the Condensed Consolidated and Combined Statements of Cash Flows | $ | 1,945 | $ | 1,451 |
(a) Long-term restricted cash is recognized within All other assets in the Condensed Consolidated and Combined Statements of Financial Position.
| Inventories | ||||||||
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| Raw materials | $ | 1,103 | $ | 1,053 | ||||
| Work in process | 106 | 91 | ||||||
| Finished goods | 1,055 | 1,011 | ||||||
| Inventories**(a)** | $ | 2,264 | $ | 2,155 |
(a) Certain inventory items are long-term in nature and therefore have been recognized within All other assets in the Condensed Consolidated and Combined Statements of Financial Position.
| Property, Plant, and Equipment - Net | ||||||||
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| Original cost | $ | 5,075 | $ | 4,989 | ||||
| Less accumulated depreciation and amortization | (3,057) | (2,988) | ||||||
| Right-of-use operating lease assets | 339 | 313 | ||||||
| Property, plant, and equipment - net | $ | 2,357 | $ | 2,314 |
ALL OTHER CURRENT AND NON-CURRENT ASSETS.
All other current assets primarily include prepaid expenses and deferred costs, derivative instruments, and financing receivables. All other non-current assets primarily include pension assets, equity method and other investments, long-term financing receivables, long-term customer and sundry receivables, long-term contract and other deferred assets, and long-term inventories. All other current and non-current assets increased in the six months ended June 30, 2023, primarily due to assets transferred from GE as a result of the Spin-Off. Refer to Note 1, “Organization and Basis of Presentation” for further information.
ALL OTHER CURRENT AND NON-CURRENT LIABILITIES.
All other current liabilities primarily include employee compensation and benefits liabilities, sales allowances, equipment projects and other commercial liabilities, product warranties, uncertain and other income tax payable, accrued freight and utilities, operating lease liabilities, and derivative instruments. All other non-current liabilities primarily include long-term contract liabilities, long-term operating lease liabilities, long-term environmental, health and safety obligations, long-term derivative instruments and long-term uncertain and other income tax payable. All other current and non-current liabilities increased in the six months ended June 30, 2023, primarily due to liabilities transferred from GE as a result of the Spin-Off. Refer to Note 1, “Organization and Basis of Presentation” for further information.
SUPPLY CHAIN FINANCE PROGRAMS.
The Company participates in voluntary supply chain finance programs which provide participating suppliers the opportunity to sell their GE HealthCare receivables to third parties at the sole discretion of both the suppliers and the third parties. We evaluate supply chain finance programs to ensure the use of a third-party intermediary to settle our trade payables does not change the nature, existence, amount, or timing of our trade payables and does not provide the Company with any direct economic benefit. If any characteristics of the trade payables change or we receive a direct economic benefit, we reclassify the trade payables as borrowings. In connection with the supply chain finance program, payment terms normally range from 30 to 150 days, not exceeding 180 days, depending on the underlying supplier agreements. Included in Accounts payable as of June 30, 2023 and December 31, 2022 were $422 million and $392 million, respectively, of confirmed supplier invoices that are outstanding and subject to the third-party programs.
REDEEMABLE NONCONTROLLING INTERESTS**.**
The Company has noncontrolling interests with redemption features. These redemption features, such as put options, could require the Company to purchase the noncontrolling interests upon the occurrence of certain events, such as a change of control of the Company. All noncontrolling interests with redemption features that are not solely within our control are recognized within the Condensed Consolidated and Combined Statements of Financial Position between liabilities and equity. Redeemable noncontrolling interests are initially recorded at the issuance date fair value. Those that are currently redeemable or probable of becoming redeemable are subsequently adjusted to the greater of current redemption value or initial carrying value. A change of control is generally not considered probable until it occurs.
The activity attributable to redeemable noncontrolling interests for the six months ended June 30, 2023 and 2022 is presented below.
| Redeemable Noncontrolling Interests | |||||||||||
| For the six months ended June 30 | |||||||||||
| 2023 | 2022 | ||||||||||
| Balance at beginning of period | $ | 230 | $ | 220 | |||||||
| Net income attributable to redeemable noncontrolling interests | 21 | 19 | |||||||||
| Redemption value adjustments(a) | 183 | — | |||||||||
| Distributions to and exercise of redeemable noncontrolling interests(b) | (225) | (19) | |||||||||
| Balance at end of period | $ | 209 | $ | 220 |
(a) As of January 3, 2023, certain redeemable noncontrolling interests were probable of becoming redeemable due to the change of control that occurred upon consummation of the Spin-Off. These redeemable noncontrolling interests were remeasured to their current redemption value resulting in a redemption value adjustment of $183 million. The remeasurement was accounted for as a deemed preferred stock dividend of redeemable noncontrolling interest and recorded as an adjustment to retained earnings.
(b) In the first quarter of 2023, the redeemable noncontrolling interest holder exercised its option redemption provision. The redemption amount of $211 million was paid in the second quarter of 2023.
| Other Income (Expense) – Net | ||||||||||||||||||||||||||
| For the three months ended June 30 | For the six months ended June 30 | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Net interest and investment income (expense) | $ | — | $ | (10) | $ | 13 | $ | (12) | ||||||||||||||||||
| Equity method investment income | 5 | 6 | 9 | 9 | ||||||||||||||||||||||
| Change in fair value of assumed obligation | (6) | — | (19) | — | ||||||||||||||||||||||
| Other items, net(a) | 15 | 23 | 19 | 48 | ||||||||||||||||||||||
| Total other income (expense) – net | $ | 14 | $ | 19 | $ | 22 | $ | 45 |
(a) Other items, net primarily consists of lease income, licensing and royalty income, and gains and losses related to derivatives for the three and six months ended June 30, 2023, and licensing and royalty income, and gains and losses related to derivatives for the three and six months ended June 30, 2022.
NOTE 18. RELATED PARTIES
PRIOR TO SPIN-OFF.
Prior to the Spin-Off, GE provided the Company with significant corporate infrastructure and shared services. Some of these services continue to be provided by GE to the Company on a temporary basis under the Transition Services Agreement, as discussed below. The following disclosures summarize related party activity between GE HealthCare and GE. This activity, which occurred prior to the Spin-Off, is included in the condensed combined financial statements.
Pensions, Benefit, and Contribution Plans
As discussed in Note 9, “Postretirement Benefit Plans,” employees of the Company participated in pensions, benefit, and contribution plans that were sponsored by GE. The Company was charged $64 million and $123 million for the three and six months ended June 30, 2022 related to employee participation in these plans. In connection with the Spin-Off, a portion of these plans were transferred to the Company.
Share-based Compensation
GE granted various employee benefits to its group employees, including those of the Company, under the GE Long-Term Incentive Plan. These benefits primarily included stock options and restricted stock units. Compensation expense allocated to the Company was $20 million and $39 million for the three and six months ended June 30, 2022, respectively, and is recognized within SG&A in the Condensed Combined Statement of Income.
Corporate Overhead and Other Allocations from GE
GE provided certain services described below that were charged to the Company based on employee headcount, revenue, or other allocation methodologies.
| Corporate Allocations from GE | For the three months ended | For the six months ended | ||||||||||||
| June 30, 2022 | June 30, 2022 | |||||||||||||
| Costs for centralized services(a) | $ | 13 | $ | 26 | ||||||||||
| Costs associated with employee medical insurance(b) | 30 | 60 | ||||||||||||
| Costs for corporate and shared services(c) | 104 | 220 |
(a) Costs for centralized services such as public relations, treasury and cash management, and other services were recognized within SG&A in the Condensed Combined Statement of Income.
(b) Costs associated with employee medical insurance were recognized within Cost of products, Cost of services, SG&A, and R&D in the Condensed Combined Statement of Income based on the employee population.
(c) Costs for corporate and shared services such as information technology, finance and other services were primarily recognized in SG&A and R&D in the Condensed Combined Statement of Income.
Management believes that the expense and cost allocations have been determined on a basis that is a reasonable reflection of the utilization of services provided or the benefit received by the Company during the three and six months ended June 30, 2022. The amounts that would have been, or will be incurred, on a stand-alone basis could materially differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees, or other factors.
AFTER SPIN-OFF.
In connection with the Spin-Off, the Company entered into or adopted several agreements that provide a framework for the relationship between the Company and GE, including, but not limited to the following which had activity during the first six months of 2023:
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Separation and Distribution Agreement – sets forth the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the Company and GE following the Distribution, including procedures with respect to claims subject to indemnification and related matters.
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Transition Services Agreement – governs all matters relating to the provision of services between the Company and GE on a transitional basis. The services the Company receives include support for digital technology, human resources, supply chain, finance, and real estate services, among others. The services generally commenced on the date of the Spin-Off and will terminate up to 36 months following the Distribution Date depending upon the related transitional service. For the three and six months ended June 30, 2023, we incurred $84 million and $192 million, net, which represents fees charged from GE to the Company primarily for information technology, human resources, and R&D and is net of fees charged from the Company to GE for facilities and other shared services.
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Tax Matters Agreement (“TMA”) – governs the respective rights, responsibilities, and obligations between the Company and GE with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Distribution that would prevent the Distribution from qualifying as tax-free for U.S. federal income tax purposes, including limitations on our ability to pursue certain strategic transactions. The TMA specifies the portion of tax liability for which the Company will bear contractual responsibility, and the Company and GE will each agree to indemnify each other against any amounts for which such indemnified party is not responsible.
Current amounts due from and to GE under the various agreements described above are recognized within Due from related parties or Due to related parties, as applicable, in the Condensed Consolidated and Combined Statements of Financial Position. Non-current amounts due from GE were $88 million and due to GE were $132 million, and were recognized within All other assets or All other liabilities, as applicable, in the Condensed Consolidated Statements of Financial Position as of June 30, 2023. These amounts primarily relate to tax and other indemnities.
GE HealthCare sells products and services in the ordinary course of business to certain entities associated with two members of our Board of Directors. During the three and six months ended June 30, 2023, we recognized revenue of $23 million and $47 million, respectively, from these entities in connection with providing products and services. Current amounts due from these entities as of June 30, 2023 were not significant.
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