424B3 1 gehc424b3_72523ge.htm 424B3 Document


Filed pursuant to Rule 424(b)(3)
File No. 333-272419
Prospectus Supplement No. 1
to Prospectus Dated June 7, 2023


GE HealthCare Technologies Inc.

This prospectus supplement supplements information contained in the prospectus dated June 7, 2023 (the “Prospectus”), relating to the offering shares of common stock of GE HealthCare Technologies Inc. (the “Company,” “we” or “our”) by the selling stockholder identified in the Prospectus. All shares of our common stock offered hereby are currently held by General Electric Company (“GE”), and such shares are registered under the terms of a stockholder and registration rights agreement between us and GE. GE HealthCare will not receive any proceeds from the sale of shares of our common stock by the selling stockholder.

This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.

This prospectus supplement includes our attached Quarterly Report on Form 10-Q dated July 25, 2023.

The securities offered hereby involve risks and uncertainties. These risks are described under the caption “Risk Factors” beginning on page 22 of the Prospectus, and in “Item 1A. Risk Factors” beginning on page 18 of our Annual Report on Form 10-K for the year ended December 31, 2022, as the same may be updated in prospectus supplements.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 25, 2023.




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 001-41528
ge-hlthcr_standardxrgbxcom.jpg
GE HEALTHCARE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Delaware88-2515116
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
500 W. Monroe Street, Chicago IL
60661
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number, including area code) (833) 735-1139

Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareGEHCThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 454,838,213 shares of common stock with a par value of $0.01 per share outstanding as of July 18, 2023.





Table of Contents
Page
Part I.Financial Information
     Item 1.
     Item 2.
     Item 3.
     Item 4.
Part II.Other Information
     Item 1.
     Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
     Item 6.















2


FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will,” “expect,” “may,” “would,” “could,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “potential,” “position,” “forecast,” “target,” “guidance,” “outlook,” and similar expressions. These forward-looking statements may include, but are not limited to, statements about our business; information related to our business segment portfolios and strategies; financial performance, financial condition, and results of operations, including revenue, revenue growth, profit, taxes, earnings per share, and cash flows; the impacts of macroeconomic and market conditions and volatility on our business operations, financial results, and financial position and on supply chains and the world economy; our strategy, innovation, and investments; our cost structure; our funding and liquidity; the impacts on our business of manufacturing, sourcing, and supply chain management, the Coronavirus Disease 2019 ("COVID-19") pandemic, and the Russia and Ukraine conflict; our operations as a stand-alone company; and risks related to foreign currency exchange, interest rates, and commodity price volatility. These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Factors that could cause our actual results to differ materially from those described in our forward-looking statements include, but are not limited to, operating in highly competitive markets; the actions or inactions of third parties with whom we partner and the various collaboration, licensing, and other partnerships and alliances we have with third parties; demand for our products, services, or solutions and factors that affect that demand; management of our supply chain and our ability to cost-effectively secure the materials we need to operate our business; disruptions in our operations; changes in third-party and government reimbursement processes, rates, contractual relationships, and mix of public and private payers; our ability to attract and/or retain key personnel and qualified employees; the global COVID-19 pandemic and its effects on our business; maintenance and protection of our intellectual property rights; the impact of potential information technology, cybersecurity, or data security breaches; compliance with the various legal, regulatory, tax, and other laws to which we are subject and related changes, claims, or actions; our ability to control increases in healthcare costs and any subsequent effect on demand for our products, services, or solutions; the impact of potential product liability claims; environmental, social, and governance matters; our ability to successfully complete strategic transactions; our ability to operate effectively as an independent, publicly traded company and achieve the benefits we expect from our spin-off from General Electric Company; and the incurrence of substantial indebtedness in connection with the spin-off and any related effect on our business. Please also see the “Risk Factors” section of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission and any updates or amendments we make in future filings. There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. We do not undertake any obligation to update or revise our forward-looking statements except as required by applicable law or regulation.


3


ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Part I. Financial Information
Index
Item 1. Condensed Consolidated and Combined Financial Statements (Unaudited)Page
4



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)2023202220232022
Sales of products$3,213 $2,903 $6,344 $5,690 
Sales of services1,604 1,581 3,180 3,137 
Total revenues4,817 4,484 9,524 8,827 
Cost of products2,084 1,915 4,121 3,829 
Cost of services793 773 1,572 1,524 
Gross profit1,940 1,796 3,831 3,474 
Selling, general, and administrative1,072 908 2,134 1,839 
Research and development298 257 568 495 
Total operating expenses1,370 1,165 2,702 2,334 
Operating income570 631 1,129 1,140 
Interest and other financial charges – net137 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 taxes570 639 1,116 1,172 
Benefit (provision) for income taxes(137)(153)(300)(284)
Net income from continuing operations433 486 816 888 
Income from discontinued operations, net of taxes— 12 — 12 
Net income433 498 816 900 
Net (income) attributable to noncontrolling interests(15)(13)(26)(26)
Net income attributable to GE HealthCare418 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 
Diluted0.91 1.04 1.33 1.90 
Earnings per share attributable to GE HealthCare common stockholders:
Basic$0.92 $1.07 $1.34 $1.93 
Diluted0.91 1.07 1.33 1.93 
Weighted-average number of shares outstanding:
Basic455454455454
Diluted458454458454

The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
5



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)2023202220232022
Net income attributable to GE HealthCare$418 $485 $790 $874 
Net income attributable to noncontrolling interests15 13 26 26 
Net income433 498 816 900 
Other comprehensive income (loss):
Currency translation adjustments – net of taxes(472)60 (625)
Benefit plans – net of taxes(18)(83)(2)
Cash flow hedges – net of taxes10 (9)(29)15 
Other comprehensive income (loss)(5)(478)(52)(612)
Comprehensive income428 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.
6



Condensed Consolidated and Combined Statements of Financial Position (Unaudited)
As of
(In millions, except share and per share amounts)June 30, 2023December 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 parties27 17 
Inventories2,264 2,155 
Contract and other deferred assets1,044 989 
All other current assets596 417 
Current assets9,240 8,318 
Property, plant, and equipment – net2,357 2,314 
Goodwill12,929 12,813 
Other intangible assets – net1,423 1,520 
Deferred income taxes4,349 1,550 
All other assets2,013 1,024 
Total assets$32,311 $27,539 
Short-term borrowings$$15 
Accounts payable2,835 2,944 
Due to related parties168 146 
Contract liabilities2,003 1,896 
All other current liabilities2,570 2,190 
Current liabilities7,581 7,191 
Long-term borrowings10,233 8,234 
Compensation and benefits5,167 549 
Deferred income taxes81 370 
All other liabilities1,926 1,603 
Total liabilities24,988 17,947 
Commitments and contingencies
Redeemable noncontrolling interests209 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
— 
Additional paid-in capital6,451 — 
Retained earnings576 — 
Net parent investment— 11,235 
Accumulated other comprehensive income (loss) – net70 (1,878)
Total equity attributable to GE HealthCare7,102 9,357 
Noncontrolling interests12 
Total equity7,114 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.


7



Condensed Consolidated and Combined Statements of Changes in Equity (Unaudited)
Common stock
(In millions)Common shares outstandingPar valueAdditional paid-in capitalRetained earningsNet parent investmentAccumulated other comprehensive income (loss) – netEquity attributable to noncontrolling interestsTotal 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)— (6)
Issuance of common stock in connection with the Spin-Off and reclassification of net parent investment— — (9)— — — — 
Issuance of common stock in connection with employee stock plans— — — — — — 
Net income attributable to GE HealthCare— — — 418 — — — 418 
Dividends declared ($0.06 per common share)
— — — (27)— — — (27)
Currency translation adjustments – net of taxes— — — — — — 
Benefit plans – net of taxes— — — — — (18)— (18)
Cash flow hedges – net of taxes— — — — — 10 — 10 
Changes in equity attributable to noncontrolling interests— — — — — — 
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 outstandingPar valueAdditional paid-in capitalRetained earningsNet parent investmentAccumulated other comprehensive income (loss) – netEquity attributable to noncontrolling interestsTotal 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— — — — — — 
Cash flow hedges – net of taxes— — — — — (9)— (9)
Transfers (to) from GE— — — — 467 — — 467 
Changes in equity attributable to noncontrolling interests— — — — — — 
Balances as of June 30, 2022
 $ $ $ $18,680 $(1,649)$23 $17,054 
8



Common stock
(In millions)Common shares outstandingPar valueAdditional paid-in capitalRetained earningsNet parent investmentAccumulated other comprehensive income (loss) – netEquity attributable to noncontrolling interestsTotal 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 (2,840)
Issuance of common stock in connection with the Spin-Off and reclassification of net parent investment454 6,388 — (6,393)— — — 
Issuance of common stock in connection with employee stock plans— 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— — — — — — 
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 outstandingPar valueAdditional paid-in capitalRetained earningsNet parent investmentAccumulated other comprehensive income (loss) – netEquity attributable to noncontrolling interestsTotal 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— — — — — — 
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.
9



Condensed Consolidated and Combined Statements of Cash Flows (Unaudited)
For the six months ended June 30
(In millions)
20232022
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 equipment124 112 
Amortization of intangible assets189 204 
Gain on fair value remeasurement of contingent consideration(3)— 
Net periodic postretirement benefit plan (income) expense(207)
Postretirement plan contributions(180)(12)
Provision for income taxes300 284 
Share-based compensation52 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 parties10 (1)
Inventories(172)(447)
Contract and other deferred assets(64)(96)
Accounts payable(40)282 
Due to related parties(11)(48)
Contract liabilities111 84 
All other operating activities29 (242)
Cash from (used for) operating activities – continuing operations401 449 
Cash flows – investing activities
Additions to property, plant, and equipment(213)(159)
Dispositions of property, plant, and equipment
Purchases of businesses, net of cash acquired(147)— 
All other investing activities(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(54)
Cash from (used for) financing activities – continuing operations446 (280)
Effect of foreign currency rate changes on cash, cash equivalents, and restricted cash(3)(15)
Increase (decrease) in cash, cash equivalents, and restricted cash494 (31)
Cash, cash equivalents, and restricted cash at beginning of year1,451 561 
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.
10



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.


11



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.

12



Contract and Other Deferred Assets
As of
June 30, 2023December 31, 2022
Contract assets$642 $584 
Other deferred assets402 405 
Contract and other deferred assets1,044 989 
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.

13



Total Revenues by Segment
For the three months ended June 30
For the six months ended June 30
2023202220232022
Imaging:
Radiology$2,227 $2,064 $4,315 $3,982 
Interventional Guidance 393 385 801 778 
Total Imaging2,620 2,449 5,116 4,760 
Total Ultrasound839 828 1,698 1,643 
PCS:
     Monitoring Solutions 563 512 1,115 1,033 
     Life Support Solutions207 201 436 396 
Total PCS770 713 1,551 1,429 
Total PDx568 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
2023202220232022
Segment EBIT
Imaging$278 $306 $469 $512 
Ultrasound191 220 398 412 
PCS 84 81 193 146 
PDx 152 115 307 253 
Other(a)
(3)(5)
711 719 1,375 1,318 
Restructuring costs(19)(10)(31)(22)
Acquisition and disposition-related benefits (charges)(14)(29)
Gain/(loss) of business and asset dispositions— — — 
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)123 238 
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, 2023December 31, 2022
Current customer receivables(a)
$3,154 $3,112 
Non-income based tax receivables196 174 
Other sundry receivables112 100 
Sundry receivables308 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.
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Long-Term Receivables
As of
June 30, 2023December 31, 2022
Long-term customer receivables$67 $80 
Sundry receivables76 57 
Non-income based tax receivables28 28 
Supplier advances11 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, 2023December 31, 2022
Loans, net of deferred income$32 $29 
Investment in financing leases, net of deferred income73 72 
Allowance for credit losses(4)(4)
Current financing receivables – net(a)
101 97 
Loans, net of deferred income43 44 
Investment in financing leases, net of deferred income157 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.
15



Goodwill
Balance as of December 31, 2022
AcquisitionsForeign exchange and other
Balance as of
June 30, 2023
Imaging(a)
$4,409 $16 $$4,427 
Ultrasound3,835 94 3,930 
PCS2,036 — 2,038 
PDx2,533 — 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, 2023December 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 Facility2,000 — 
Other32 38 
Total principal debt issued10,282 8,288 
Less: Unamortized debt issuance costs and discounts44 47 
Less: Current portion of long-term borrowings
Long-term borrowings, net of current portion$10,233 $8,234 
16



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 WITH 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 plansOther postretirement plansTotal
Accumulated benefit obligations$21,696 $1,210 $22,906 
Unrecognized gain to be recorded in AOCI1,258 1,223 2,481 

Net Benefit Liability
As of January 1, 2023
Defined benefit plansOther postretirement plansTotal
Projected benefit obligations$21,743 $1,210 $22,953 
Fair value of assets18,908 — 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.

17



Components of Expense (Income)
For the three months ended June 30
Defined benefit plansOther postretirement plans
2023202220232022
Service cost – Operating$15 $5 $2 $ 
Interest cost290 15 — 
Expected return on plan assets(357)(7)— — 
Amortization of net loss (gain)(32)(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 plansOther postretirement plans
2023202220232022
Service cost – Operating$29 $10 $4 $ 
Interest cost582 30 — 
Expected return on plan assets(713)(14)— — 
Amortization of net loss (gain)(61)(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.


18



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 plansCash flow hedgesTotal AOCI
March 31, 2023$(1,760)$1,865 $(30)$75 
Other comprehensive income (loss) before reclasses – net of taxes of $28, $(11), and $(2)
36 44 
Reclasses from AOCI – net of taxes of $0, $17, and $(1)(c)
— (54)(49)
June 30, 2023
$(1,757)$1,847 $(20)$70 

For the three months ended June 30, 2022
Currency translation adjustmentsBenefit plansCash flow hedgesTotal 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)(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 plansCash flow hedgesTotal 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 

19



For the six months ended June 30, 2022
Currency translation adjustmentsBenefit plansCash flow hedgesTotal 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 Plansfor 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:

20



Fair Value of Derivatives
June 30, 2023December 31, 2022
Gross NotionalFair Value – AssetsFair Value – LiabilitiesGross NotionalFair Value – AssetsFair Value – Liabilities
Foreign currency exchange contracts$1,206 $34 $56 $1,240 $32 $53 
Derivatives accounted for as cash flow hedges1,206 34 56 1,240 32 53 
Cross-currency swaps2,197 29 211 2,132 — 111 
Foreign currency exchange contracts and options99 — — — 
Derivatives accounted for as net investment hedges2,296 32 213 2,132  111 
Foreign currency exchange contracts5,269 34 24 4,456 20 
Embedded derivatives683 20 13 604 24 18 
Equity contracts198 31 — 
Commodity derivatives77 48 
Derivatives not designated as hedges6,227 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
2023202220232022
Cash flow hedges$$(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 productsCost of servicesSelling, general and administrative
Other (a)
Cost of productsCost of servicesSelling, general and administrative
Other (a)
Foreign currency exchange contracts$(5)$(1)$— $— $$$— $— 
Effects of cash flow hedges(5)(1)  5 1   
Foreign currency exchange contracts— (60)(11)— 
Embedded derivatives— — — — — — 
Equity contracts— — 18 — — — — (1)
Commodity derivatives— — — (2)— — — 
Effects of derivatives not designated as hedges$3 $1 $18 $4 $(60)$(11)$ $16 
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Derivative Financial Instruments
For the six months ended June 30, 2023
For the six months ended June 30, 2022
Cost of productsCost of servicesSelling, general and administrative
Other (a)
Cost of productsCost of servicesSelling, general and administrative
Other (a)
Foreign currency exchange contracts$22 $$— $— $14 $$— $— 
Effects of cash flow hedges22 5   14 3   
Foreign currency exchange contracts10 — (61)(11)— 
Embedded derivatives— — — — — — 
Equity contracts— — 33 — — — (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 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Investment securities$30 $— $— $30 $21 $— $— $21 
Derivatives— 152 — 152 — 66 — 66 
Liabilities:
Deferred compensation(a)
243 — 246 62 — 64 
Derivatives— 309 312 — 203 209 
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.

22



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
20232022
Balance at beginning of period$193 $161 
Current-year provisions102 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.
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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
2023202220232022
Employee termination costs$15 $$25 $18 
Facility and other exit costs— 
Asset write-downs— — 
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 
RSUs73 
PSUs84 

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Key Assumptions in the Black-Scholes Valuation for Stock Options
June 30, 2023
Risk free rate3.6 %
Dividend yield0.01 %
Expected volatility26.2 %
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 optionsRSUs
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 
Granted2,143 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/AN/AN/AN/A
Expected to vest1,780 $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 ExpenseFor the three months endedFor the six months ended
June 30, 2023June 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, 202327 
Intrinsic value of stock options exercised and RSU/PSUs vested in the six months ended June 30, 202357 
(a) Amortized over a weighted average period of 2.2 years.
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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)2023202220232022
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 HealthCare418 473 790 862 
Deemed preferred stock dividend of redeemable noncontrolling interest— — (183)— 
Net income from continuing operations attributable to GE HealthCare common shareholders418 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 outstanding455 454 455 454 
Dilutive effect of common stock equivalents— — 
Diluted weighted-average shares outstanding458 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 stockholders0.92 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 stockholders0.91 1.07 1.33 1.93 
Antidilutive securities(a)
— — 
(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 CashAs of
June 30, 2023December 31, 2022
Cash and cash equivalents$1,936 $1,440 
Short-term restricted cash
Total cash, cash equivalents, and restricted cash as presented on the Condensed Consolidated and Combined Statements of Financial Position1,939 1,445 
Long-term restricted cash(a)
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.

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Inventories
As of
June 30, 2023December 31, 2022
Raw materials$1,103 $1,053 
Work in process106 91 
Finished goods1,055 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