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10-K – 2026-02-04 – gehc-20251231.htm
There is substantial competition for key talent, senior management, and qualified employees in the healthcare industry, and we may face increased competition for such a highly qualified scientific, technical, clinical, and management workforce in a highly competitive environment. To help attract, retain, and motivate qualified employees in senior roles, we use equity-based awards and performance-based cash incentive awards. Sustained declines in our stock price, or lower stock price performance relative to competitors, can reduce the retention value of our equity-based awards, which can impact the competitiveness of our compensation. There can be no assurance that we will be successful in retaining existing talent or recruiting new talent.
Certain of our employees in the U.S. and elsewhere are covered by collective bargaining agreements. These agreements typically contain provisions regarding the general working conditions of our employees, including provisions that could affect our ability to restructure our operations, close facilities, or reduce our number of employees. We may not be able to extend existing collective bargaining agreements or, upon the expiration of such agreements, negotiate such agreements in a favorable and timely manner or without work stoppages, strikes, or similar actions.
The loss of one or more key employees; our inability to attract or develop additional qualified employees; any delay in hiring key talent; any deterioration of the relationships with our employees, unions, and other employee representatives; or any material work stoppage, strike, or similar action could have a material adverse effect on our business results, cash flows, financial condition, or prospects. Furthermore, our actions or responses to any such negotiations, labor disputes, work stoppages, or strikes could negatively impact our corporate reputation and have adverse effects on our business.
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Increasing attention to sustainability matters, including EH&S matters, may impose additional costs on our business and expose us to new risks.
We face increasing attention from investors, regulators, customers, and other stakeholders, who may have conflicting views on our positions, performance, and disclosures relating to sustainability-related matters, and we are subject to legal and regulatory requirements relating to such positions, performance, and disclosures. In addition, sustainability-based customer standards and tender requirements or weighting criteria, in particular in the EU, may impact our ability to compete successfully. These requirements continue to broaden and may be conflicting, both in terms of scope and geography, a trend we expect to continue. If we draw scrutiny for the positions we take or do not take on these matters (or for altering any such position) or receive unfavorable ratings from third-party organizations that provide information to investors on sustainability matters, it could be used by investors, lenders, customers, and employees to inform their investment, financing, purchasing, or employment decisions, which could have a negative impact on our business. Additionally, our processes and controls for reporting of sustainability matters may not always conform with evolving and disparate standards for identifying, measuring, and reporting sustainability metrics, and such standards may change over time, which could result in significant revisions to our performance metrics, goals, or reported progress in achieving our goals. Furthermore, a failure to adequately meet regulatory expectations may result in non-compliance, the loss of business and reputational impacts, and our becoming the target of litigation or investigations initiated by government authorities or private actors alleging that our activities related to sustainability matters are anti-competitive, discriminatory, or otherwise unlawful.
We have established and publicly announced details of our sustainability program, including goals related to addressing climate change. While these goals reflect our current plans and aspirations, we may need to adjust or revise them in light of changes to the assumptions made at the time they were set or the emergence of risks related to our ability to deliver them. These risks include the availability and cost of low- or non-carbon-based energy sources; the suitability, cost, and availability of materials and technologies; and the possible organic growth of our business.
We are also subject to international, national, state, and local laws, regulations, industry and customer standards, and other voluntary commitments related to EH&S matters. These EH&S laws, regulations, standards, and commitments apply to a broad range of activities across our whole product lifecycle, including those related to (1) protection of the environment, protected species, and use of natural resources; (2) occupational health, safety, and well-being; (3) the use, handling, management, release, storage, transportation, remediation, and disposal of, and exposure to, hazardous waste, radiochemical materials, and other hazardous or toxic materials; (4) our products, including the use of certain chemicals in our products and production processes; (5) emissions to air, land, and water; and (6) climate change.
The requirements we are subject to impose responsibilities on our business, including the obligation to install pollution control technologies and to obtain and maintain various environmental permits, the cost of which may be substantial. They can also impose cleanup liabilities, including with respect to discontinued or predecessor operations or third-party waste disposal sites. In some jurisdictions we are, and may increasingly be, subject to climate change mitigation and adaptation regulation, tax, disclosure, and reporting requirements. If we fail to comply with these requirements, we could be subject to administrative, civil, or criminal fines and penalties; remediation costs; enforcement actions; the suspension or termination of our permits or operations; third-party claims; or other sanctions.
The implementation of new or existing EH&S laws, regulations, and industry and customer standards, and any changes to them, which we cannot predict and which have historically become more stringent over time, could increase our costs and require us to reassess our business priorities. Administrative decisions, legal developments, or other governmental or judicial actions may influence the interpretation or enforcement of EH&S laws, regulations, and industry standards, and may thereby increase compliance or other costs. In addition, EH&S laws, regulations, and standards may also have an adverse impact on our ability to develop our products and to maintain and grow access to certain markets. EH&S laws and regulations enacted worldwide may require us to re-design products or production processes, or to cease using certain substances, leading to detrimental operational impacts and an increase in operating costs. Any of these risks or costs, and our ability to assess, prepare for, and fully comply with future EH&S laws or regulations, could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
Our products and operations utilizing radioactive materials are subject to varying international, federal, state, and local regulations and must be conducted in accordance with a number of licenses and certifications. The handling and disposal of radioactive materials and wastes may impose significant requirements and costs, including with respect to the decommissioning of facilities handling radioactive materials. Disposal sites for the lawful disposal of materials or wastes associated with our products may be limited or non-existent, may no longer accept these materials in the future, or may accept them on unfavorable terms, which could adversely impact our operations.
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Our research and development efforts may not succeed in developing commercially successful products and technologies, which could adversely affect our business.
To remain competitive, we must continue to launch new products, services, and solutions, requiring substantial investment in R&D. If we cannot successfully introduce new offerings that address the needs of our customers, our offerings may become obsolete, and our business results, cash flows, and financial condition could suffer.
Many of our offerings have lengthy development and commercialization cycles. Promising new products, services, and solutions may fail to reach the market at all or at the right time, or may have only limited commercial success due to reasons including safety or efficacy concerns, failure to achieve positive outcomes, inability to obtain necessary regulatory authorizations, or third-party reimbursement decisions. Additionally, new offerings may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations or reverse engineering efforts. It is uncertain when or whether our products, services, or solutions currently under development will be launched or will be commercially successful. Any of these developments may have a material adverse effect on our business results, cash flows, financial condition, and prospects.
REGULATORY AND LEGAL RISKS.
The FDA and equivalent global agencies tightly regulate and actively enforce the laws and regulations governing the development, authorization, and commercialization of medical devices and pharmaceutical products.
We are subject to rigorous regulation governing development, product testing, manufacturing, packaging, labeling, safety, quality, storage, marketing clearance or approval, advertising and promotion, import and export, sales and distribution, performance and effectiveness, and post-market surveillance. The FDA, the various competent authorities of the EU member states or other European countries that enforce the EU’s Medical Device Regulation, the EMA (for pharmaceuticals) in the EU, and the NMPA in China are the regulatory authorities affecting us most prominently with respect to the commercialization of our products, services, and solutions. There are numerous other regulatory schemes at the national and sub-national levels in other countries in which we conduct business. Regulatory premarket clearance, approval, or conformity assessment requirements may affect or delay our ability to market new offerings. The need to comply with regulations is a substantial controlling, operational, and reputational risk. A failure to comply with applicable laws and regulations could result in governmental investigations, fines, and other sanctions, the temporary or permanent shutdown of production facilities, recalls of products, product withdrawals, revocation of marketing authorizations, disqualification from participation in healthcare activities, third-party and purported whistleblower claims, import detentions, and negative publicity, which could have adverse consequences on our business, results of operations, cash flows, financial condition, or prospects.
We must conduct clinical trials on humans before we commercialize certain products. Delays and complications in planned clinical trials can result in increased development costs and delays in regulatory authorizations and products reaching the market. These regulations can be burdensome and subject to change, exposing us to the risk of increased costs and business disruption. Changes to current products and labeling may also be subject to vigorous review, and approvals or the time needed to secure approvals are not certain.
We are subject to regulations requiring restrictions, certification, and/or licensing of our facilities, and our facilities are subject to periodic inspections by regulatory authorities. Adverse inspection outcomes have in the past, and may in the future, impact our ability to develop, manufacture, market, or distribute certain products.
We also carefully monitor the quality and performance of our products once they are distributed. We may identify problems with product design, manufacturing, labeling, distribution, or other issues that impact the safety, quality, or performance of our products. These types of issues have in the past, and could in the future, create risk to patients, clinicians, or other personnel in contact with our products and lead to product recalls, removals, replacement, servicing, or other corrective actions. This can also create risk of enforcement action by regulatory authorities, increased product liability risk, and civil or criminal claims.
Regulatory scrutiny may increase in the future and could require us to change the way we operate, including the way in which we offer certain services. Regulations pertaining to our products are increasing and becoming more stringent in already regulated countries, and countries that did not previously regulate medical products are developing and implementing regulations for these products. These laws and regulations vary by jurisdiction, are complex, change frequently, and are subject to changes in interpretation and enforcement. Moreover, certain fields, such as cloud and edge computing, clinical decision support software, cybersecurity, mobile medical applications, AI, and machine learning are rapidly evolving within the industry and particularly subject to changing law and regulation. New or changing regulations can delay or otherwise adversely impact our ability to bring certain products to market.
Regulatory authorities in many countries regulate the advertising and promotion of our offerings to ensure that our claims are consistent with our regulatory clearances and approvals, that there is data to substantiate the claims, and that our materials are not false or misleading. If we or any of our suppliers, channel partners, or agents fail to comply with laws and regulations related to promotional labeling and advertising and are perceived to potentially be false, misleading, or otherwise not permissible, we may face legal or regulatory actions.
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Additionally, if a regulatory authority concludes that we are not in compliance with applicable laws or regulations or that our products pose an unreasonable risk for patients, users, or others, regulatory authorities may refuse to accept or authorize regulatory filings; ban such offerings; detain or seize unadulterated or misbranded products; order a recall, repair, replacement, or refund of such products; or require us to notify healthcare professionals and others that the offerings present unreasonable risks of substantial harm to public health. A regulatory authority may impose operating restrictions or enjoin certain violations of applicable law pertaining to medical devices or pharmaceutical products and assess civil or criminal penalties against us. The regulatory authority may also recommend prosecution by law enforcement agencies. Any new legislation or regulation or any changes in the interpretation or enforcement of existing legislation or regulation may impose significant and costly new obligations on us, which may interrupt our supply of products, delay launch of new offerings, or negatively affect our cost of doing business. Given the foregoing, future costs and liabilities relating to compliance with applicable laws and regulations could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
The failure to comply with the FCPA and similar anti-corruption and anti-bribery laws globally has resulted in, and could continue to result in, civil or criminal sanctions and adversely affect our business.
The Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act of 2010 (“UKBA”), and similar anti-corruption and anti-bribery laws in other jurisdictions generally prohibit companies from offering and making corrupt payments to or otherwise engaging in bribery of government officials. We operate in many parts of the world that have experienced elevated levels of public sector corruption. Because of the predominance of government-sponsored healthcare systems around the world, many of our customer relationships outside of the U.S. are with governmental entities, the employees of which may be considered government officials under such laws. Many anti-corruption laws, such as the UKBA, also prohibit bribery of private sector individuals, and thus extend far beyond interactions with government officials. We also are subject to the accounting provisions of the FCPA, which require us to keep accurate books and records and to maintain an adequate system of internal accounting controls sufficient to provide reasonable assurances of management’s control, authority, and responsibility over our assets. Non-U.S. companies, including some of our competitors, may not be subject to the provisions of the FCPA. If these competitors engage in corrupt practices, they may gain a business advantage.
Global enforcement of anti-corruption laws has increased substantially in recent years, with more frequent voluntary self-disclosure by companies, aggressive investigations (including coordinated investigations across countries and governmental authorities) and enforcement proceedings by U.S. and non-U.S. governmental agencies, and assessment of significant civil and criminal fines, penalties, and other sanctions against companies and individuals. Companies in the healthcare sector have been a particular focus of government enforcement in recent years. We also face the risk of unauthorized payments, offers of payments, or requests for payments being made by our employees, intermediaries, third parties and their sub-parties, customers or customer representatives, consultants, or other representatives. We may face liability under anti-corruption laws based upon the actions or inactions of these parties even when they are not subject to our control and/or are not contractually bound to us. We may also face liability from employee misconduct, such as fraud, which cannot always be deterred or prevented. Enforcement of anti-corruption laws in the healthcare industry in recent years has focused on international operations, particularly in countries such as China, Brazil, Mexico, and Russia. China’s anti-corruption agency, the National Supervisory Commission, has the power to investigate government officials and individuals employed by state-owned entities and public institutions and to collect evidence (including from private companies and individuals), seize assets, and recommend cases for prosecution. In prior years, the Chinese judicial branch has publicly disclosed an increasing number of judgments against government officials and others found to have engaged in corruption and other misconduct across many industries; certain of these judgments contain references that identify some of our products, employees, and channel partners. We review these judgments and other concerns we identify and conduct internal inquiries where appropriate. In 2023, China’s Central Commission for Discipline Inspection, the National Supervisory Commission, and other governmental entities in China initiated an anti-corruption campaign focused on the healthcare sector, which contributed to delayed orders and sales in our China business. The China anti-corruption campaign has resulted and may result in the investigation of and/or judgments against individuals, including our employees, and entities operating in the healthcare sector. Any enforcement proceedings related to this campaign against us or our employees could subject us to civil and criminal fines, penalties, and other sanctions. Additionally, we are also subject to China’s Anti-Unfair Competition Law. Consequences for violations include civil, administrative, and criminal penalties for businesses that commit acts of unfair competition (including commercial bribery).
It is our policy to develop and implement safeguards and to educate our employees and certain third parties concerning these legal requirements and to prohibit improper practices. However, our existing safeguards and any future improvements may not always be effective, and employees or certain third parties may engage in conduct for which we may be held responsible or suffer reputational harm.
Any alleged or actual violations of these laws or regulations may subject us to government scrutiny; criminal, civil, or administrative sanctions; stockholder lawsuits; reputational damage; and other liabilities. From time to time, we make self-disclosures regarding our compliance with the FCPA and similar laws to relevant authorities who may pursue or decline to pursue enforcement proceedings against us. Any determination that our operations or activities are not in compliance with existing laws or regulations, including applicable foreign laws, could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses. Furthermore, a violation of certain anti-corruption laws could result in exclusion from government healthcare programs. In addition, governmental entities may seek to hold us liable for violations committed by any companies in which we invest or that we may acquire. The costs associated with the investigation, remediation, and potential notification of any violation to customers, regulators, and counterparties could be material. Any of the foregoing could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
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We are subject to anti-kickback and false claims laws (including as these laws relate to off-label promotion of products) and failure to comply with these laws could adversely affect our business, including via sanctions and conditions on business activity.
Claims generated as a result of kickbacks may be treated as false or fraudulent. In the U.S., the U.S. False Claims Act (the “FCA”) imposes civil liability on any person or entity that submits, or causes the submission of, a false or fraudulent claim to the U.S. government. The FCA also allows a private individual or entity with knowledge of past or present fraud against the federal government to sue on behalf of the government to recover civil penalties and treble damages. In certain cases, manufacturers have entered criminal and civil settlements with the federal government under which they entered into plea agreements, paid substantial monetary amounts, and entered into corporate integrity agreements that require, among other things, substantial ongoing reporting, monitoring, and other remedial actions. A failure by any of our employees or agents to abide by the policies and procedures we have in place to comply with these laws and regulations could result in potential criminal or civil penalties and damages against us, which may include treble damages, fines, or penalties under the FCA.
If we are not successful in defending ourselves, violations of fraud and abuse laws could have a significant impact on our business, including the potential imposition of civil, criminal, and administrative penalties, damages, disgorgement, monetary fines, individual imprisonment, possible exclusion from participation in certain government healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations.
We are subject to antitrust and competition laws that can result in sanctions and conditions on the way we conduct our business.
We are subject to antitrust and competition laws, which generally prohibit certain types of conduct deemed to be anti-competitive, including price fixing, bid rigging, cartel activities, price discrimination, market monopolization, tying arrangements, and other practices that have, or may have, an adverse effect on competition. Regulatory authorities may have authority to impose fines and sanctions or to require changes or impose conditions on the way we conduct business in connection with alleged non-compliance with applicable law. Under certain circumstances, violations of antitrust laws could result in suspension or debarment of our ability to contract with certain parties or complete certain transactions. In addition, an increasing number of jurisdictions also provide private rights of action for competitors or consumers to seek damages asserting claims of anti-competitive conduct. Increased government scrutiny of our actions or enforcement of private rights of action could adversely affect our business or damage our reputation. Conducting internal investigations or responding to audits or investigations by government agencies could be costly and time-consuming. An adverse outcome under any such investigation or audit could subject us to fines or criminal or other penalties, which could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
We are subject to stringent privacy laws and information security regulations.
Our products and systems receive, generate, and store significant volumes of personal and sensitive information, such as employee, supplier, customer, and patient data. Moreover, our digital ecosystem enables our customers to store personal data of their patients in cloud solutions that are hosted by us using third-party cloud providers. There are additional regulations relating to cloud data protection and privacy, which heightens our risks associated with the protection of such information. We have legal and contractual obligations regarding the protection of confidential and personal information and the appropriate collection, use, retention, protection, disclosure, transfer, and other processing of such data. Additionally, regulators within the U.S., EU, and around the world are evaluating or have started to regulate development and use of data generated by connected product or service as well as AI technologies. We are subject to various privacy law regimes in the different jurisdictions in which we operate, including comprehensive regulatory systems in Europe, Latin America, and Asia Pacific and sector-specific requirements. Some international jurisdictions have enacted or are enacting data localization laws mandating that certain types of data collected in a particular jurisdiction be physically stored within that jurisdiction. In addition, U.S. regulators have adopted regulations that prohibit or restrict certain transfers of bulk U.S. sensitive personal data or U.S. government-related data to specified countries of concern or to entities and individuals that reside in or are otherwise associated with a country of concern.
These laws and regulations continue to evolve, and we cannot be sure how these laws and regulations will be interpreted, enforced, or applied to our operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations may be costly and require ongoing modifications to our policies, procedures, and systems. If we, or third parties, fail to adequately safeguard confidential and personal data, or if such information or data are wrongfully used by us or third parties, or disclosed to unauthorized persons or entities, such an event may result in fines, penalties, and harm to our reputation and could have a material adverse effect on our business results, cash flows, financial condition, or prospects. For additional information see “Data and Data Privacy Laws” under Item 1, “Business.”
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Changes in applicable tax laws and regulations, as well as adverse outcomes of ongoing and future tax audits, could adversely affect our business and our ability to use deferred tax assets.
We are subject to income and other non-income taxes (including sales, excise, and value-added) in multiple jurisdictions. Thus, the tax treatment of transactions we execute is subject to changes in tax laws or regulations, tax treaties, or positions by the relevant authority regarding the application, administration, or interpretation of these tax laws and regulations. These factors, together with the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, and uncertainties regarding the geographic mix of earnings in any period, can affect our estimates of our effective tax rate and income tax assets and liabilities, result in changes in our estimates and accruals, and have a material adverse effect on our business results, cash flows, or financial condition. We are unable to predict what tax reforms may be proposed or enacted in the future or what effect such changes would have on our business; however, such changes could potentially result in higher tax expense and payments, along with increasing the complexity, burden, and cost of compliance.
We are subject to periodic tax audits by tax authorities and we may have liability in connection with tax audits of GE for periods prior to the Spin-Off. Tax authorities may not agree with our interpretation of applicable tax laws and regulations. As a result, such tax authorities may assess additional tax, interest, and penalties. We regularly assess the likely outcomes of these audits and other tax disputes to determine the appropriateness of our tax provision and establish reserves for material, known tax exposures. However, the calculation of such tax exposures involves the application of complex tax laws and regulations in many jurisdictions. Therefore, there can be no assurance that we will accurately predict the outcomes of any tax audit or other tax dispute or that issues raised by tax authorities will be resolved at a financial cost that does not exceed our related reserves. As such, the actual outcomes of these disputes and other tax audits could have a material impact on our business and financial results.
Finally, while the majority of our deferred tax assets either do not have an expiration date or are expected to be utilized prior to an expiration date, our ability to fully benefit from these assets could be impacted by the taxable income generated in certain countries over time, subsequent changes to applicable tax laws in these jurisdictions, and our Tax Matters Agreement with GE (see Note 11, “Income Taxes” and Note 19, “Related Parties and Transition Services Agreement”).
If the Spin-Off is determined to be a taxable transaction, it could result in significant tax liability to GE and its stockholders and we could have an indemnification obligation to GE, which could adversely affect our business, financial condition, cash flows, and results of operations.
Prior to the completion of the Spin-Off, GE received (1) a private letter ruling from the Internal Revenue Service (the “IRS”) to the effect that, among other things, the Spin-Off will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”) and (2) written opinions to the effect that the Spin-Off will qualify for non-recognition of gain and loss under Section 355 and related provisions of the Code.
The opinions do not address any U.S. state or local or foreign tax consequences of the Spin-Off. In addition, the opinions and the private letter ruling rely on certain facts, assumptions, representations, and undertakings from GE and us regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not otherwise satisfied, GE and its stockholders may not be able to rely on the opinions or the private letter ruling and could be subject to significant tax liabilities. The opinions are not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Notwithstanding the opinions or the private letter ruling, the IRS could determine on audit that the Spin-Off or any of certain related transactions is taxable if it determines that any of these facts, assumptions, representations, or undertakings are not correct or have been violated, or if it disagrees with the conclusions in the opinions that are not covered by the private letter ruling, or for other reasons, including as a result of certain significant changes in the stock ownership of GE or us after the Spin-Off. If the conclusions expressed in the opinions are challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences of the Spin-Off (including the tax consequences to GE and the U.S. Holders (as defined in the Code)) could be materially less favorable.
If, as a result of any of our representations being untrue or our covenants being breached, the Spin-Off were determined not to qualify for non-recognition of gain or loss under Section 355 and related provisions of the Code, we could be required by our Tax Matters Agreement with GE to indemnify GE for the resulting taxes and related expenses. Those amounts could be material and any such obligation could adversely affect our business, financial condition, cash flows, and results of operations.
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We are subject to laws and regulations governing government contracts and public procurement, as well as policies of our customers on capital spending and government reimbursement and funding in many jurisdictions, as to which the failure to comply with or changes to such laws, regulations, or policies could adversely affect our business.
We have agreements relating to the sale of our offerings to government entities around the world. Additionally, we are directly or indirectly subject to government policies governing reimbursement for healthcare procedures and services. As a result, we are subject to various statutes and regulations in a variety of jurisdictions that apply to companies doing business with the government. The laws governing government contracts can differ from the laws governing private contracts, and government contracts may contain terms and conditions that are not applicable to private contracts or that expose us to higher levels of risk and potential liability than non-government contracts. Similarly, most jurisdictions have public procurement laws and reimbursement policies that set out rules and regulations for purchases and reimbursements by governmental entities. These jurisdictions may modify their laws, policies, rules, or regulations, or impose new requirements that could adversely affect our business. We are subject to investigation for non-compliance with the regulations governing government contracts, public procurement, and government reimbursements, when involved in such matters. A failure to comply with these regulations could result in suspension of these contracts; delayed or reduced payment; criminal, civil, or administrative penalties; contract termination; reputational harm that diminishes our ability to successfully compete for new government work; or debarment.
Additionally, our customers include hospitals, universities, healthcare providers, government agencies, and public and private research institutions. Many factors, including public policy spending priorities, available resources, and product and economic cycles, have a significant impact on the capital spending policies of these entities. Impasses in national, regional, or local government budgeting decisions, including as a result of U.S. federal government shutdowns, could lead to substantial delays or reductions in governmental spending. Many of our products have lengthy sales and purchase order cycles or are subject to competitive bidding or public tender processes. As a result, customers may delay or accelerate system purchases in conjunction with timing of their capital budget timelines or be unable to complete such purchases at all. Any of these risks could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
For contracts with the U.S. federal government, with certain exceptions, we must comply with the Federal Acquisition Regulation and applicable agency rules, the Procurement Integrity Act, the Buy American Act, and/or the Trade Agreements Act. Because the use of our products, services, and solutions is often reimbursed by the U.S. federal government through Medicare and Medicaid, we must comply with the AKS, the Sunshine Act, and the FCA. See “ We are subject to anti-kickback and false claims laws (including as these laws relate to off-label promotion of products) and failure to comply with these laws could adversely affect our business, including via sanctions and conditions on business activity. ” We must also comply with various other domestic and foreign government regulations and requirements as well as various statutes related to employment and labor practices, supply chain requirements, reporting and disclosure obligations, EH&S matters, recordkeeping, and accounting. Certain countries impose additional requirements on government suppliers as a prerequisite to doing business in the country. These can include, among other things, local headcount requirements, local manufacturing and supplier requirements, and technology or IP transfers.
China has a government-run procurement system for public hospitals to obtain medical devices (mainly high-value medical consumables) and drugs. The system for reimbursing the costs of these medical devices and drugs for patients is also set by the central and local governments. Distribution chains of these medical devices and drugs may be restricted in certain provinces by a policy that requires that at most two tax invoices may be issued throughout the distribution chain, which effectively prohibits sale of products through multi-layer distributors (even between wholly-owned subsidiaries). The continued existence, and any expansion and tightening, of this policy could present significant challenges for our relevant products to reach a larger geographic area in China. Failure to comply with this policy may preclude us from participating in the government-run procurement processes with public hospitals or result in our disqualification from engaging in respective medical device or product sales to public hospitals in a certain locality. These regulations and requirements affect how we transact business with our clients and, in some instances, impose additional costs and risks on our business operations for the relevant products.
Additionally, some governmental entities, including the U.S. federal government, can terminate contracts for their convenience or for our default. These governmental entities may also be subject to continued legislative funding approval. Early termination for convenience of one or more of our contracts, or a change in a government customer’s funding levels, including as a result of a U.S. federal government shutdown, could impact our expected revenues. A termination for default of one or more of our contracts could subject us to penalties and damages resulting from the default, including costs for the governmental entity to reprocure the items under contract, in addition to other penalties previously listed. In 2025, the U.S. administration began efforts to reduce federal spending and the size of the federal workforce. These and similar spending reductions could result in contract terminations, delays, and cancellations of new procurements, and reductions in price and contract scope.
The U.S. federal government could also invoke the Defense Production Act (“DPA”), requiring that we accept and prioritize contracts for materials deemed necessary for national defense, regardless of loss in revenue incurred on such contracts. In such circumstances, we may be required to reallocate time and resources away from our customers to fulfill U.S. federal government requests under the DPA. This could cause us to be unable to fulfill contractual obligations to non-U.S. federal government customers and harm long-term business relationships with our customers, suppliers, and channel partners, which could adversely affect our business. Additionally, we conduct business in many countries outside of the U.S. and, therefore, could be subject to similar laws and regulations imposed by governments of other countries. These laws or regulations could likewise cause us to be unable to fulfill contractual obligations or require us to reallocate time and resources, which could adversely affect our business.
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We are also subject to government audits, investigations, and oversight proceedings. Efforts to ensure our business arrangements comply with applicable laws involve substantial costs. It is possible that governmental and enforcement authorities will conclude that our business practices do not comply with current or future laws and regulations. If any such actions are instituted against us, defense can be costly and time-consuming, and may require significant financial and personnel resources. If we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal, and administrative penalties, damages, disgorgement, monetary fines, individual imprisonment, possible exclusion from participation in certain government healthcare programs (including Medicare and Medicaid in the U.S.), contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations. In addition, any of our government contracts could be terminated or we could be suspended or debarred from all government contract work. In January 2025, an executive order was issued requiring U.S. federal contractors to certify that they do not operate any programs promoting diversity, equity, and inclusion that violate any applicable federal anti-discrimination laws. Additionally, various U.S. federal and state government agencies and departments may initiate legal proceedings asserting our actions or programs violate civil rights laws or other similar federal or state orders, laws, or regulations. A violation of these or similar federal or state orders, laws, or regulations may expose us to penalties and sanctions discussed above and jeopardize our ability to continue to do work with the U.S. federal government and certain state governments, which may adversely affect our future results of operations. We also possess dependencies on governments relative to workforce protocols and customs decisions due to events that are difficult to predict, such as pandemics and regional conflicts. Any of these risks could have a material adverse effect on our business, cash flows, financial condition, results of operations, or prospects.
We are exposed to risks associated with product liability claims that have been and may be brought against us or as a result of the actions or inactions of our customers or third parties that are outside of our control.
We design, manufacture, sell, install, and service a wide range of technologically-advanced products. Our products are used by healthcare providers to diagnose, monitor, and treat a wide range of medical conditions. We are required to comply with high quality standards and quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving our offerings, and ensuring the safety and efficacy of our products. As a result, our business exposes us to potential product liability claims. We have been, and expect to continue to be, subject to lawsuits from customers and patients alleging that our products contributed to a personal injury, death, incorrect diagnosis, property damage, and/or that we allegedly did not appropriately warn the customer or patient of potential risks associated with the product. Even if these or similar claims are without merit, they can result in costly and time-consuming litigation. We may also be exposed to claims or regulatory action if our products do not conform or are alleged not to conform to applicable product or design specifications, labeling, or manufacturing requirements. Quality issues could result in warranty, guarantee, or other claims, including with respect to performance guarantees under service contracts. Even if such non-conformance has no actual impact on the quality of our products, we may be exposed to claims, regulatory actions, or negative press reports, or may be required to modify our products or their labeling, conduct a recall, or take other actions, any of which could adversely affect our reputation or our relationships with customers and users of our products.
Because some of our products, including radiopharmaceuticals, are involved in the intentional delivery of radiation to the human body and other situations where people may be exposed to radiation, including X-rays, the possibility for significant bodily injury or death exists for the intended or unintended recipient of the delivery. Our products are used to diagnose and treat acutely ill patients and at critical moments in the patient care continuum, and the failure (or alleged failure) of our products to perform as expected in such moments could compromise patient treatment, which, depending on the circumstances, could be life-threatening to patients.
Product and other liability actions, claims, or injunctions are subject to significant uncertainty and may be expensive, time-consuming, and disruptive to our operations. For these and other reasons, we may choose to settle product liability claims and other liability actions against us, regardless of their actual merit. If such action or injunction were finally determined adversely to us, it could result in significant damages and reputational harm, including the possibility of punitive damages, and our financial position could be adversely affected. Adverse publicity regarding patient outcomes, accidents, failure rates, misdiagnoses, and resulting mistreatment, even ones that do not involve our products, could result in additional regulation of our products or the healthcare industry in general, cause reputational harm, and adversely affect our ability to promote, manufacture, and sell our products, even if the claims against us are later shown to be unfounded or unsubstantiated.
Moreover, if our products gain a reputation for being unreliable, unsafe, or ineffective, our relationships with governmental authorities may be adversely affected, which could result in increased scrutiny by regulatory authorities. In addition, if one of our products is determined to be defective (whether due to design, labeling, or manufacturing defects, or other reasons), or found to be so by a regulatory authority, we may be liable for damages or fines or be required to correct, remove, or recall the product or notify competent regulatory authorities. See “ The FDA and equivalent global agencies tightly regulate and actively enforce the laws and regulations governing the development, authorization, and commercialization of medical devices and pharmaceutical products. ” The adverse publicity resulting from a recall could damage our reputation and cause customers to review and possibly terminate their relationships with us, potentially beyond the product that was the subject of the action. A correction, removal, or recall could consume management and employee time, and adverse publicity, harm to our reputation, or increased regulatory scrutiny could have a material adverse effect on our business, results of operations, cash flows, financial condition, or prospects.
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We maintain product liability insurance coverage, among other liability insurance coverage, which includes deductible amounts and self-insured retentions. Our insurance coverage may prove to be inadequate, and future policies may not be available on acceptable terms or in sufficient amounts, if at all. If a material claim is successfully brought against us relating to a self-insured liability or a liability that is in excess of our insurance coverage, or for which insurance coverage is denied or limited, we could be required to pay substantial damages, which could have a material adverse effect on our business results, financial position, cash flows, or prospects. Any litigation, investigation, or complaint and any adverse publicity surrounding such allegations or actions could have a material adverse effect on our business, results of operations, cash flows, financial condition, or prospects.
Moreover, we may face substantial liability to patients, customers, and others for damages resulting from the faulty, or allegedly faulty, design, manufacture, installation, servicing, support, testing, or interoperability of our products with other products, or their misuse or failure. Our products generally operate within our customers’ facilities and network systems. Human and other errors or accidents may occur during the operation of our products in complex environments, particularly where our products are used in conjunction with products from other vendors, where interoperability or data sharing protocols may result in unsatisfactory performance even though the equipment operates according to specifications. In addition, ISOs could fail to adequately perform their obligations or to properly service our products, which could subject us to further liability. We may also be subject to claims for property damage, economic loss, bodily injury, or death related to or resulting from the installation, servicing, and support of our products. Any accident, mistreatment, or related injury or death could cause us to incur legal costs; subject us to litigation, recall, or regulatory enforcement actions; or generate negative publicity and cause damage to our reputation, whether or not we or our products were at fault, and could have a material adverse effect on our business, results of operations, cash flows, financial condition, or prospects.
We may become involved in litigation, arbitration, and governmental proceedings, including those stemming from third-party conduct beyond our control.
We are involved in, or threatened with, legal, arbitration, and governmental proceedings or investigations from time to time in the ordinary course of our business as well as heightened scrutiny in the healthcare industry, including disputes with employees, competitors, customers, suppliers, channel partners, competition authorities, regulators, other authorities, purported whistle-blowers, regulatory agencies, or others concerning allegations of, among other things, breaches of contract, product liability, product defects, IP infringement, logistics or manufacturing related topics, quality regulations, EH&S or employment issues, termination of business relationship, or alleged or suspected violations of applicable laws in various jurisdictions. The outcome of pending or potential future legal, arbitration, and governmental proceedings is difficult to predict, and excessive verdicts do occur. If such proceedings are determined adversely to us or if we enter into a legal settlement, we may be required to change our business practices or take other actions or we may incur fines, penalties, or monetary losses, some of which may be significant or could disrupt the operation of our business. Exposure to litigation or government action, whether directed at us; our customers, suppliers, or channel partners; or our or their respective business partners, could also result in the distraction of management resources and adversely affect our reputation, which could have a material adverse effect on our business results, cash flows, financial condition, or prospects. Like other companies in our industry, we are subject to investigations and extensive regulation by government agencies around the world. As a result, we have interactions with government agencies on an ongoing basis. Criminal charges and substantial fines or civil penalties, as well as limitations on our ability to conduct business in applicable jurisdictions and other changes to our business practices, could result from government investigations.
Developments following regulatory authorization, including results in post-approval device or pharmaceutical Phase 4 trials or other studies, could adversely affect sales or decrease demand for our medical devices or pharmaceutical products.
As a condition to granting marketing authorization of a medical device or pharmaceutical product, the FDA may require a company to conduct additional clinical trials or surveillance studies. The outcomes of these post-market trials could result in the loss of marketing authorization, changes in product labeling, or new or increased concerns about the safety or efficacy of a product. Regulatory agencies in countries outside of the U.S. often have similar authority and may impose comparable requirements. Post-marketing studies, whether conducted by us or by others, and whether mandated by regulatory agencies or voluntary, and other emerging data about marketed products, such as adverse event reports, may also adversely affect the availability or commercial potential of our products. Further, the discovery of significant problems with a product similar to one of our products that implicate (or are perceived to implicate) an entire class of products could have an adverse effect on the availability or commercial potential of the affected products. Accordingly, new data about our products, or products similar to our products, could negatively impact demand for our products due to real or perceived safety issues or uncertainty regarding efficacy and, in some cases, could result in updated labeling, restrictions on use, product withdrawal, or recall. Any of these risks could have a material adverse effect on our business results, cash flows, financial condition, or prospects.
GENERAL RISKS.
Complying with our requirements under our debt instruments could adversely affect our business, results of operations, cash flows, and financial condition.
We have $10,003 million of borrowings outstanding as of December 31, 2025, and we may incur additional indebtedness in the future. Our existing debt, together with any additional indebtedness that we may incur, could have important consequences, including, but not limited to, requiring a portion of our cash flow from operations to make principal and interest payments, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds as needed to take advantage of business opportunities as they arise, pay cash dividends, or repurchase our common stock.
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The debt instruments that comprise our indebtedness contain restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt. To the extent that we incur additional indebtedness, the risks described above could increase.
Our ability to make payments on and to refinance our indebtedness, as well as any future debt that we may incur, will depend on our ability to generate cash from operations, financings, or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. Additionally, a substantial portion of our total consolidated cash is held overseas and may not be efficiently accessible to fund our debt obligations, which are primarily held in the U.S.
We have significant postretirement benefit liabilities, including pension, healthcare, and life insurance benefit obligations, and the actual costs and related cash flows of these obligations are uncertain and could exceed current estimates.
We have significant postretirement benefit liabilities, including pension, healthcare, and life insurance benefit obligations. These net liabilities arise under multiple retirement benefit plans and statutory obligations in various countries. Most of the liabilities arise under pension plans, including defined benefit pension plans, either funded with plan assets (partially or fully) or unfunded. Increases in pension, healthcare, and life insurance benefit obligations and costs could have a material adverse effect on our earnings, cash flows, and financial condition.
Our results of operations may be positively or negatively affected by the amount of income or expense we record for our defined benefit pension plans. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) require that we calculate income or expense for the plans using actuarial valuations, which reflect assumptions about financial markets, interest rates, and the expected long-term rate of return on plan assets. We are also required to make an annual measurement of plan assets and liabilities, which may result in a significant reduction or increase in equity. Additionally, many of the factors that impact our pension calculations are subject to financial market volatility, and future changes in the discount rate or shifts in returns on plan assets can adversely impact our financial results and financial condition. Any of these factors could have a material adverse effect on our business, results of operations, cash flows, financial condition, or prospects. Furthermore, accounting standards and legal conditions governing our pension obligations are subject to changes in applicable legislation, regulations, or case law. We cannot provide any assurance that we will not incur new or more extensive pension obligations in the future due to such changes. For a discussion regarding how our financial statements have been and can be affected by our pension and healthcare benefit obligations, see Note 10, “Postretirement Benefit Plans” to the financial statements included elsewhere in this Annual Report on Form 10-K.
Changes in foreign currency exchange rates, equity prices, and interest rates, and unfavorable changes in economic conditions or uncertainties that affect the capital markets, could adversely affect our financial performance.
We generate the majority of our revenue outside of the U.S. Fluctuations in the value of foreign currencies relative to the U.S. dollar (“USD”) could adversely affect our financial results. As of the year ended December 31, 2025, our largest currency exposures are the Euro, Chinese Renminbi, Japanese Yen, Norwegian Krone, and British Pound Sterling. Revenues and expenses of our non-U.S. businesses are translated into USD for financial reporting purposes, and fluctuations in the value of foreign currencies against the USD impact reported earnings. In addition, our assets and liabilities denominated in foreign currencies can also be impacted by changes in foreign currency exchange rates against the USD, which could result in exchange gains or losses from revaluation. We also face foreign exchange rate risk from our investments in subsidiaries owned and operated in foreign countries. Furthermore, foreign exchange hedging activities do not offer permanent or comprehensive protection, appropriate hedging instruments may not always be available or may be prohibitively costly, or we might not be successful in effectively mitigating such exposures.
Equity prices can be volatile. The prices of our common stock and equity investments have fluctuated and could fluctuate in the future, which could impact the long-term performance of the investments we hold, the value of equity compensation awards we grant, the value of plan assets held in our pension plans, and, as a result, our financial performance.
We are also exposed to volatility due to changes in interest rates, which primarily impacts our borrowings, postretirement assets and liabilities, and investments. Changes in interest rates may impact the fair value of our fixed interest rate borrowings, the cash flows associated with our variable interest rate borrowings, and the valuation of our postretirement assets and liabilities, which may directly or indirectly impact our earnings or our cash flows, and the cash flows associated with our investments. Refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” for further information.
Additionally, our future capital requirements will depend on many factors, including operating requirements, acquisitions, and the need to refinance existing debt. Our exposure to changes in interest rates and our ability to access the money markets and capital markets on terms that are favorable to us, or at all, could be impeded if market conditions are not favorable. This could impact our ability to issue additional debt or enter into other financing arrangements on acceptable terms. Furthermore, changes in credit ratings issued by nationally recognized credit rating agencies could also adversely affect our access to and cost of financing. Higher borrowing costs or the inability to access capital markets could adversely affect our ability to support future growth and operating requirements. As a result, we may be compelled to take additional measures to preserve our cash flow, including through the reduction of operating expenses or suspension of dividend payments.
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Future material impairments in the value of our long-lived assets, including goodwill, could adversely affect our business.
We review our long-lived assets, including identifiable intangible assets, goodwill, and property, plant, and equipment (“PP&E”), for impairment at least annually. All long-lived assets are reviewed when there is an indication that impairment may have occurred. Changes in market conditions or other changes in the outlook of value may lead to impairment charges in the future. In addition, we may sell assets that we determine are not critical to our strategy. Future events or decisions may lead to asset impairments or related charges. Certain non-cash impairments may result from a change in our strategic goals, business direction, or other factors relating to the overall business environment. Material impairment charges could negatively affect our results of operations and financial condition.
Certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in GE or because of their previous or continuing positions with GE.
Because of their current or former positions with GE, certain of our executive officers and directors own equity interests in both us and GE. Continuing ownership of GE shares and equity awards could create, or appear to create, potential conflicts of interest if we and GE face decisions that could have implications for both us and GE. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between us and GE regarding the terms of the agreements governing the Spin-Off and our relationship with GE. Potential conflicts of interest may also arise out of any commercial arrangements that we or GE may enter into in the future.
Our certificate of incorporation provides that certain state and federal courts in the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent, or stockholder to us or our stockholders; any action asserting a claim arising pursuant to the Delaware General Corporation Law ("DGCL"), the certificate of incorporation, or the bylaws; or any action asserting a claim governed by the internal affairs doctrine. However, if the Court of Chancery within the State of Delaware lacks jurisdiction over such action, the action may be brought in another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then in the United States District Court for the District of Delaware. Additionally, our certificate of incorporation states that the foregoing provision will not apply to claims arising under the Securities Act of 1933, as amended (the “Securities Act”). Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The exclusive forum provisions will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. There is, however, uncertainty as to whether a court would enforce the exclusive forum provisions, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and, to the fullest extent permitted by law, to have consented to the provisions of our certificate of incorporation described above. The choice of forum provision may result in increased costs for investors to bring a claim. Further, the choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, other employees, or stockholders, which may discourage such lawsuits against us and our directors, officers, other employees, or stockholders. However, the enforceability of similar forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings. If a court were to find the exclusive choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.
Certain provisions in our certificate of incorporation, bylaws, and Delaware law may discourage takeovers and limit the power of our stockholders.
Several provisions of our certificate of incorporation, bylaws, and Delaware law may discourage, delay, or prevent a merger or acquisition. These include, among others, provisions that (1) establish advance notice requirements for stockholder nominations and proposals; (2) limit the ability of stockholders to call special meetings or act by written consent; (3) provide the Board the right to issue shares of preferred stock without stockholder approval; and (4) provide for the ability of our directors, and not stockholders, to fill vacancies on the Board (including those resulting from an enlargement of the Board). In addition, we are subject to Section 203 of the DGCL, which could have the effect of delaying or preventing a change of control that stockholders may favor.
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These and other provisions of our certificate of incorporation, bylaws, and Delaware law may discourage, delay, or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of GE HealthCare, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price. These provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Board determines is not in our and our stockholders’ best interests.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
CYBERSECURITY RISK MANAGEMENT.
GE HealthCare employs practices, processes, and procedures to proactively and comprehensively manage risks, including risks related to cybersecurity, through its enterprise risk management (“ERM”) program . We aim to identify material cybersecurity risks via multiple strategies, including user and external reporting, audit and assessment activities, and technology programs. We utilize risk identification and risk mitigation strategies.
• Risk identification begins with understanding the devices and equipment in use across the company, including laptops, servers, and other data devices, industrial equipment and machinery, and associated risks related to the use of those devices and equipment.
• Risk mitigation entails protecting our data and operational systems via a system of controls. We monitor and collect data about the devices and users that touch our network resources, reviewing this data for anomalies. When we identify anomalies, we investigate to determine if the anomaly represents a threat. We have a process to contain and remediate identified threats. As discussed further below, we have incident response processes in place to utilize in case of threats or incidents. We conduct regular crisis simulations.
Our processes also address cybersecurity threat risks associated with our use of third-party service providers , including those in our supply chain or who have access to our customer and employee data or our systems. Third-party risks are included within our ERM assessment program as well as our cybersecurity-specific risk identification program, as discussed above. In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers. We perform diligence on third parties that have access to our systems, data, or facilities that house such systems or data, and monitor cybersecurity threat risks identified through such diligence.
We have a dedicated team of cyber professionals who report to our Chief Information Security Officer (“CISO”). This team publishes information technology and security policies, measures compliance, trains the workforce on cyber risks and protections, and operates a program to identify and mitigate risks and threats. Our risk mitigation activities include workforce awareness, vulnerability management, network segmentation, cyber protection and containment, detection, response and recovery. This team operates to decrease the risk of cyber incidents having a material impact. We measure our programs against the National Institute of Standards and Technology Cyber Security Framework and regularly test our controls and incident response plans.
We maintain incident response plans that guide our activities in preparing for, detecting, responding to, and recovering from cybersecurity incidents. These plans cover the range of activities we undertake in connection with responding to cybersecurity incidents, including assessment, investigation, containment, remediation, and mitigation, as well as compliance with legal obligations including any necessary regulatory reporting.
As part of these processes, we regularly engage with assessors, consultants, auditors, and other third parties to review our cybersecurity program to help identify areas for continued focus, improvement, and compliance .
To date, the Company is not aware of any cybersecurity incident that has had or is reasonably likely to have a material impact on the Company, including its business strategy, or financial results. However, despite our security measures, there can be no assurance that the Company, or the third parties with which we interact, will not experience a cybersecurity incident in the future that may materially affect us. We describe whether and how cybersecurity-related risks could materially affect our business in Item 1A, “Risk Factors” under the heading “Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted cybercrimes pose a risk to our systems, networks, products, solutions, services, and data, as well as our reputation, which could adversely affect our business.”
CYBERSECURITY GOVERNANCE.
Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. The Audit Committee of our Board is responsible for the oversight of cybersecurity-related risks. The Audit Committee regularly receives reports from management on our cybersecurity threat risk management and strategy processes, including on topics such as our data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, incident response plans, and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to these risks. The Audit Committee received reports from our Chief Information Officer (“CIO”) and/or CISO four times in 2025.
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Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our CISO . The CISO works closely with the CIO, Chief Privacy Officer (“CPO”), and other members of the legal team who report to the General Counsel, to review the cybersecurity program while monitoring global data protection regulations and cyber security laws. The CISO, CIO, and CPO, collectively, have over 35 years of work experience in various roles involving managing information security, developing cybersecurity strategy, and implementing effective information and cybersecurity programs. Our CISO is currently a board member for the National Technology Security Coalition, a non-profit, non-partisan trade association serving as the voice of CISOs to help improve national cybersecurity and has served on the board of advisors of many security technology companies.
ITEM 2. PROPERTIES
GE HealthCare is a global organization headquartered in Chicago, Illinois with other major centers in or near the following cities: Milwaukee, Paris, Bangalore, and Shanghai. We own or lease over 300 facilities around the world excluding third-party logistics sites. We have 44 manufacturing facilities, of which 32 are owned. We have 14 manufacturing facilities located in the United States and 30 located outside of the United States, including in China, Japan, Mexico, Norway, India, Israel, Germany, Brazil, Austria, Denmark, France, Ireland, the Netherlands, Sweden, Finland, and South Korea. Many of these facilities serve more than one business line and may be used for multiple purposes, such as administration, sales, research, manufacturing, warehousing, service, and distribution. We consider our facilities suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.
ITEM 3. LEGAL PROCEEDINGS
Information on material pending legal proceedings is incorporated herein by reference to the information set forth in Note 14, “Commitments, Guarantees, Product Warranties, and Other Loss Contingencies” to the financial statements included elsewhere in this Annual Report on Form 10-K .
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
PRINCIPAL MARKET.
The principal market on which GE HealthCare’s common stock is traded is The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “GEHC”.
STOCKHOLDERS.
There were 180,363 stockholders of record of GE HealthCare common stock as of January 28, 2026.
DIVIDENDS.
We declared a quarterly dividend of $0.035 per share to our stockholders of record for all quarters of 2025. The timing, declaration, amount, and payment of future dividends to stockholders, if any, will fall within the discretion of the Board of Directors taking into consideration matters such as the capital needs of GE HealthCare and opportunities to retain future earnings for use in the operation of our business and to fund future growth.
ISSUER PURCHASES OF EQUITY SECURITIES.
On April 30, 2025, our Board of Directors authorized a share repurchase program (the “repurchase program”) pursuant to which GE HealthCare may repurchase up to $1,000 million of its common stock. The repurchase program does not have an expiration date. We did not repurchase any of our common stock during the three months ended December 31, 2025 and had $800 million available under the authorization as of December 31, 2025.
STOCK PERFORMANCE GRAPH.
The following graph compares the total return on the Company’s common stock for the last 36 months with the Standard & Poor’s 500 (“S&P 500”) and S&P 500 Healthcare indices. The graph assumes $100 was invested in each of these indices on January 4, 2023, the first day of “regular way” trading for our common stock, and that all dividends were reinvested.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial results should be read in conjunction with the consolidated financial statements and corresponding notes (the “financial statements”) included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis provide information management believes to be relevant to understanding the financial results of GE HealthCare Technologies Inc. and its subsidiaries (“GE HealthCare,” the “Company,” “our,” “us,” or “we”) for the years ended December 31, 2025 and 2024. For additional information on the year ended December 31, 2023 and year-over-year comparisons to December 31, 2024, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances; see “Forward-Looking Statements.” Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, and particularly in Item 1A, “Risk Factors.”
GE HealthCare’s operations are organized and managed through four reportable segments: Imaging, Advanced Visualization Solutions (“AVS”), Patient Care Solutions (“PCS”), and Pharmaceutical Diagnostics (“PDx”), and we assessed their performance using Segment revenues and Segment EBIT. For additional information on the nature of our business and our segments, refer to Item 1, “Business” and Note 4, “Segment and Geographical Information.”
On January 3, 2023, General Electric Company, which now operates as GE Aerospace (“GE”), completed the spin-off of GE HealthCare Technologies Inc. (the “Spin-Off”). Refer to Note 19, “Related Parties and Transition Services Agreement” for further information.
The following tables are presented in millions of United States (“U.S.”) dollars unless otherwise stated, except for per-share amounts which are presented in U.S. dollars. Certain columns and rows may not sum due to the use of rounded numbers. Percentages presented are calculated from the underlying whole-dollar amounts and, unless otherwise stated, represent changes year-over-year.
TRENDS AND FACTORS IMPACTING OUR PERFORMANCE
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and particularly in Item 1A, “Risk Factors.”
KEY TRENDS AFFECTING RESULTS OF OPERATIONS.
Global Trade and Macroeconomic Environment
Throughout 2025, the U.S. imposed a variety of new tariffs on most imports from all countries in the world. This in turn prompted several countries to announce tariffs on U.S. imports. While the situation continues to be fluid, tariffs materially impacted our Operating income by approximately $245 million and cash flows by approximately $285 million for the year ended December 31, 2025, primarily the bilateral U.S. and Chinese tariffs and U.S. tariffs on all other global import suppliers. Should the tariffs continue at formally communicated levels, we expect to continue to see a material impact to our financial results. Additional tariffs or other trade restrictions by the U.S. or other countries where we do significant business, or other restrictions on specific industries, such as pharmaceuticals, could further materially impact our results in the future. While we are taking actions to mitigate the impact of tariffs, we do not expect that our mitigation actions will fully offset the additional costs or other negative impacts resulting from the tariffs.
We continue to monitor the global markets in which we operate for changes in customer behavior, changes in government spending and reimbursement, and indirect impacts from the tariffs. Should these factors dampen economic growth, slow global trade, or impact inflation, we could see adverse impacts to our business as our customers adapt to the change in economic environment. We also continue to monitor potential impacts on purchasing decisions by both public and private customers in China and other markets as a result of the current trade environment, as well as other actions related to tariffs and trade frictions, investigations, or activities that could similarly increase our costs or otherwise impact our business. In addition, if negative sentiment towards U.S. companies influences the purchasing decisions of global customers, our business could be impacted materially.
China Market
We believe the focus of government policy in China is on expanding access to healthcare. In addition, our investments to address clinical needs, localization, and commercial infrastructure should benefit our business in China in the long term. However, we continue to monitor developments in the China market, including increased competition from local companies and the prevalence of Volume Based Procurement policies, both of which have impacted our orders and revenues and may continue to do so.
Russia and Ukraine Conflict
We had $214 million and $162 million of assets in, or directly related to, Russia and Ukraine as of December 31, 2025 and December 31, 2024, respectively, none of which are subject to sanctions that impact the carrying value of the assets. We generated revenues of $353 million and $363 million from customers in these two countries for the years ended December 31, 2025 and 2024, respectively. The potential inability to repatriate earnings from these two countries will not have a material impact on our ability to operate.
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We continue to monitor the effects of Russia’s invasion of Ukraine, including the consideration of financial impact, cybersecurity risks, the applicability and effect of sanctions, and the employee base in Ukraine and Russia. Under the current U.S. Department of Commerce regulations, we are permitted to export, re-export, or transfer medical equipment and spare parts that meet stated criteria under a License Exception, which has eliminated the need for us to obtain individual U.S. licenses in most cases; however, licenses still may be needed for some transactions. The European Union and other countries have also expanded licensing requirements for certain spare parts, services, software, and other items. We will continue to apply for licenses to supply to these customers and to support our business in Russia, as required. The implementation of these measures affected our ability to supply customers in Russia during the years ended December 31, 2025 and 2024 and is expected to continue to do so as we confirm applicability of the U.S. License Exception to our transactions and continue to obtain licenses. There is no guarantee we will obtain all of the licenses for which we apply, that any approvals we obtain will be on a timely basis, or that our business in Russia will not be further disrupted due to evolving legal or operational considerations. We will continue to assess whether developments related to the conflict have had, or are reasonably likely to have, a material impact on the Company.
Geopolitical Conflicts
Geopolitical instability, across multiple regions, could adversely impact our operations, supply chains, and logistics. These events may result in increased costs, delays in product deliveries, and challenges in maintaining service levels in affected areas. While these events have not materially impacted our operations, we continue to monitor these developments closely.
Recent U.S. Legislation
On July 4, 2025, the One Big Beautiful Bill Act was signed into U.S. law, which includes significant changes to the federal income tax system. The changes did not have a material impact to the Company’s tax provision for the year ended December 31, 2025.
Seasonality
Our revenues, operating profits, and cash flows vary from quarter to quarter. Financial results in the fourth quarter have historically been higher than in other quarters due to the spending patterns of our customers.
SUMMARY OF KEY PERFORMANCE MEASURES
Management reviews and analyzes several key performance measures including Total revenues, Operating income, Net income attributable to GE HealthCare, Earnings per share, and Cash from (used for) operating activities. Management also reviews and analyzes Organic revenue*, Adjusted earnings before interest and taxes* (“Adjusted EBIT*”), Adjusted net income*, Adjusted tax expense*, Adjusted effective tax rate* (“Adjusted ETR*”), Adjusted earnings per share*, and Free cash flow*, which are non-GAAP financial measures. These measures are reviewed and analyzed in order to evaluate our business performance, identify trends affecting our business, allocate capital, and make strategic decisions, including those discussed below. See “Results of Operations” and “Liquidity and Capital Resources” below for further discussion on our key performance measures.
The non-GAAP financial measures should be considered along with the most directly comparable U.S. GAAP financial measures. Definitions of these non-GAAP financial measures, a discussion of why we believe they are useful to management and investors as well as certain of their limitations, and reconciliations to their most directly comparable U.S. GAAP financial measures are provided below under “Non-GAAP Financial Measures.”
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*Non-GAAP Financial Measure
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RESULTS OF OPERATIONS
The following tables set forth our results of operations for each of the periods presented.
Consolidated Statements of Income
For the years ended December 31
2025 2024
Sales of products $ 13,661 $ 13,075
Sales of services 6,964 6,597
Total revenues 20,625 19,672
Cost of products 8,942 8,271
Cost of services 3,436 3,196
Gross profit 8,248 8,205
Selling, general, and administrative 4,225 4,269
Research and development 1,260 1,311
Total operating expenses 5,485 5,580
Operating income 2,763 2,625
Interest and other financial charges – net 440 504
Non-operating benefit (income) costs (288) (406)
Other (income) expense – net (157) (55)
Income before income taxes
2,768 2,581
Benefit (provision) for income taxes (614) (531)
Net income 2,154 2,050
Net (income) loss attributable to noncontrolling interests (70) (57)
Net income attributable to GE HealthCare $ 2,084 $ 1,993
TOTAL REVENUES.
Revenues by Segment
For the years ended December 31
2025 2024 % change
% organic* change
Segment revenues
Imaging
$ 9,245 $ 8,855 4.4% 3.8%
AVS
5,354 5,131 4.3% 3.8%
PCS
3,086 3,125 (1.2)% (1.5)%
PDx
2,900 2,508 15.6% 8.8%
Other (1)
40 52
Total revenues
$ 20,625 $ 19,672 4.8% 3.5%
(1) Financial information not presented within the reportable segments, shown within the Other category, represents HealthCare Financial Services which does not meet the definition of an operating segment.
Revenues by Region
For the years ended December 31
2025 2024 % change
United States and Canada (“USCAN”)
$ 9,531 $ 8,981 6.1%
Europe, the Middle East, and Africa (“EMEA”)
5,425 5,051 7.4%
China region
2,251 2,360 (4.6)%
Rest of World
3,418 3,280 4.2%
Total revenues
$ 20,625 $ 19,672 4.8%
For the year ended December 31, 2025
Total revenues were $20,625 million , growing 4.8% as reported and 3.5% organically*. Sales of products increased 4.5% or $586 million primarily driven by strong growth in PDx, Imaging, and AVS revenues. Sales of services increased 5.6% or $ 368 million primarily driven by growth in new and existing customer contractual agreements .
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*Non-GAAP Financial Measure
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The segment revenues were as follows:
• Imaging segment revenues were $9,245 million, growing 4.4% or $390 million, with growth in the USCAN and EMEA regions, partially offset by continued pressure in the China market;
• AVS segment revenues were $5,354 million, growing 4.3% or $222 million with strength in the U.S. market, partially offset by continued pressure in the China market;
• PCS segment revenues were $3,086 million, decreasing 1.2% or $38 million, largely driven by a decline in Life Support Solutions revenues; and
• PDx segment revenues were $2,900 million, growing 15.6% or $392 million as reported, driven by an increase in Organic revenue* and the acquisition of Nihon Medi-Physics Co., Ltd. (“NMP”). Organic revenue* grew 8.8% driven by continued growth in volume and price.
The regional revenues were as follows:
• USCAN revenues were $9,531 million, growing 6.1% or $550 million, largely driven by growth across AVS, Imaging, and PDx segment revenues;
• EMEA revenues were $5,425 million, growing 7.4% or $374 million with growth in Imaging, AVS, and PDx revenues, as well as favorable foreign currency impacts;
• China region revenues were $2,251 million, decreasing 4.6% or $108 million with declines in Imaging, AVS, and PCS revenues partially offset by growth in PDx revenues; and
• Rest of World revenues were $3,418 million, growing 4.2% or $138 million with growth in PDx, inclusive of NMP revenues, and Imaging revenues, partially offset by unfavorable foreign currency impacts.
OPERATING INCOME, NET INCOME ATTRIBUTABLE TO GE HEALTHCARE, ADJUSTED EBIT*, AND ADJUSTED NET INCOME*.
For the years ended December 31
2025 % of Total revenues 2024 % of Total revenues % change
Operating income
$ 2,763 13.4% $ 2,625 13.3% 5.3%
Net income attributable to GE HealthCare 2,084 10.1% 1,993 10.1% 4.6%
Adjusted EBIT*
3,155 15.3% 3,211 16.3% (1.8)%
Adjusted net income*
2,100 10.2% 2,060 10.5% 2.0%
For the year ended December 31, 2025
Operating income was $2,763 million, an increase of $138 million and 10 basis points as a percent of Total revenues. The increase was due to the following factors:
• Gross profit increased $43 million, but decreased 170 basis points as a percent of Total revenues primarily due to an increase in both Cost of products and Cost of services as a percent of Total revenues. Cost of products sold increased $671 million or 220 basis points as a percent of Sales of products. The increase as a percent of sales was driven by cost inflation, including the impact of incremental tariffs, and investment in design follow-through, partially offset by cost productivity. Cost of services sold increased $240 million or 90 basis points as a percent of Sales of services. The increase as a percent of sales was driven by unfavorable mix within our service offerings, and cost inflation, including the impact of incremental tariffs, partially offset by an increase in pricing of our service offerings. Included in our total cost of revenues as part of our product investment was $490 million in engineering costs for design follow-through on new product introductions and product lifecycle maintenance subsequent to the initial product launch, compared to $405 million for the prior year comparable period ; and
• Total operating expenses decreased $95 million, with a decrease in research and development (“R&D”) investments of $51 million, driven by certain programs achieving development milestones resulting in costs to be reported under cost of revenues, and a decrease in Selling, general, and administrative (“SG&A”) expense of $44 million primarily driven by a decrease in Spin-Off and separation costs, partially offset by increased investment in our commercial teams and the acquisition of NMP. R&D as a percentage of Total revenues decreased by 60 basis points and SG&A as a percentage of Total revenues decreased by 120 basis points.
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*Non-GAAP Financial Measure
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Net income attributable to GE HealthCare and Net income margin were $2,084 million and 10.1%, an increase of $91 million and flat to the prior year, respectively, primarily due to the following factors:
• Operating income increased $138 million, as discussed above;
• Interest and other financial charges – net decreased $64 million primarily driven by debt repayment and continued optimization;
• Non-operating benefit income decreased $118 million primarily related to lower expected returns on plan assets and increased interest cost;
• Other income – net increased $103 million primarily driven by the remeasurement of the Company’s 50% interest in NMP based on the cash consideration exchanged for acquiring the remaining 50% equity interest. For additional detail on the NMP acquisition, refer to Note 8, “Acquisitions, Goodwill, and Other Intangible Assets”; and
• Provision for income taxes increased $83 million primarily due to U.S. and foreign tax law changes partially offset by a reduction in non-recurring impacts from the Tax Matters Agreement with GE, foreign income tax reserve releases for tax years which are no longer subject to an assessment from the local taxing authorities, and the use of tax attributes from updating our global structure following the Spin-Off. In the prior year, there was a large non-recurring decrease related to the release of the France valuation allowance, partially offset by the establishment of a reserve for ongoing audits in France. For additional detail regarding our income taxes, see Note 11, “Income Taxes.”
Adjusted EBIT* and Adjusted EBIT margin* were $3,155 million and 15.3%, a decrease of $56 million and 100 basis points, respectively, primarily due to an increase in Total operating expenses, excluding the impact of Spin-Off and separation costs, partially offset by an increase in Gross profit, as discussed above.
Adjusted net income* was $2,100 million, an increase of $40 million primarily due to lower Interest and other financial charges – net and lower Adjusted tax expense*, partially offset by a decrease in operating income when excluding the impact of lower Spin-Off and separation costs.
RESULTS OF OPERATIONS – SEGMENTS
We exclude from Segment EBIT certain corporate-related expenses and certain transactions or adjustments that our Chief Operating Decision Maker (which is our Chief Executive Officer) considers to be non-operational, such as Interest and other financial charges – net, Benefit (provision) for income taxes, restructuring costs, acquisition and disposition-related benefits (charges), Spin-Off and separation costs, Non-operating benefit (income) costs, gain (loss) on business and asset dispositions, amortization of acquisition-related intangible assets, Net (income) loss attributable to noncontrolling interests, Income (loss) from discontinued operations, net of taxes, and investment revaluation gain (loss). See Note 4, “Segment and Geographical Information” for additional information on our reportable segments, and “Results of Operations” above for discussion on segment revenue performance.
Segment EBIT
For the years ended December 31
2025 % of segment revenues 2024 % of segment revenues % change
Imaging
$ 891 9.6 % $ 962 10.9 % (7.4) %
AVS
1,175 22.0 % 1,118 21.8 % 5.2 %
PCS
209 6.8 % 347 11.1 % (39.6) %
PDx
872 30.1 % 783 31.2 % 11.4 %
For the year ended December 31, 2025
• Imaging Segment EBIT was $891 million, a decrease of $71 million due to cost inflation, including the impact of incremental tariffs, partially offset by a growth in sales volume, an increase in price, and cost productivity;
• AVS Segment EBIT was $1,175 million, an increase of $58 million due to growth in sales volume and cost productivity, partially offset by cost inflation, including the impact of incremental tariffs;
• PCS Segment EBIT was $209 million, a decrease of $137 million due to unfavorable mix, cost inflation, including the impact of incremental tariffs, and a decline in sales volume; and
• PDx Segment EBIT was $872 million, an increase of $89 million due to an increase in price and growth in sales volume, partially offset by increased investment.
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*Non-GAAP Financial Measure
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NON-GAAP FINANCIAL MEASURES
The non-GAAP financial measures presented in this Annual Report on Form 10-K are supplemental measures of our performance and our liquidity that we believe will help investors understand our financial condition, cash flows, and operating results, and assess our future prospects. When read in conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as one basis for making financial, operational, and planning decisions. Descriptions of the reported non-GAAP measures are included below.
We report Organic revenue and Organic revenue growth rate to provide management and investors with additional understanding and visibility into the underlying revenue trends of our established, ongoing operations, as well as provide insights into overall demand for our products and services. To calculate these measures, we exclude the effect of acquisitions, dispositions, and foreign currency rate fluctuations.
We report EBIT, Adjusted EBIT, Adjusted EBIT margin, Adjusted net income, and Adjusted earnings per share to provide management and investors with an additional understanding of our business by highlighting the results from ongoing operations and the underlying profitability factors, on a normalized basis. To calculate these measures we exclude, and reflect in the detailed reconciliations below, the following adjustments as applicable: Interest and other financial charges – net, Net (income) loss attributable to noncontrolling interests, Non-operating benefit (income) costs, Benefit (provision) for income taxes and certain tax related adjustments, and certain non-recurring and/or non-cash items. We may from time to time consider excluding other non-recurring items to enhance comparability between periods. Adjusted EBIT margin is calculated by taking Adjusted EBIT divided by Total revenues for the same period.
We report Adjusted tax expense and Adjusted ETR to provide management and investors with a better understanding of the normalized tax rate applicable to our business and provide more consistent comparability across periods. Adjusted tax expense excludes the income tax related to the pre-tax income adjustments included as part of Adjusted net income and certain income tax adjustments, such as adjustments to deferred tax assets or liabilities. We may from time to time consider excluding other non-recurring tax items to enhance comparability between periods. Adjusted ETR is Adjusted tax expense divided by income before income taxes less the pre-tax income adjustments referenced above.
We report Free cash flow to provide management and investors with an important measure of our ability to generate cash on a normalized basis and provide insight into our flexibility to allocate capital. Free cash flow is Cash from (used for) operating activities – continuing operations including cash flows related to the additions and dispositions of property, plant, and equipment (“PP&E”) and additions of internal-use software. Free cash flow does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the capital required for debt repayments.
Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes. In order to compensate for the discussed limitations, management does not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. The detailed reconciliations of each non-GAAP financial measure to the most directly comparable U.S. GAAP financial measure are provided below, and no single financial measure should be relied on to evaluate our business.
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Organic Revenue*
For the years ended December 31
2025 2024 % change
Imaging revenues
$ 9,245 $ 8,855 4.4%
Less: Acquisitions (1)
15 —
Less: Dispositions (2)
— —
Less: Foreign currency exchange
35 —
Imaging Organic revenue*
$ 9,195 $ 8,855 3.8%
AVS revenues
$ 5,354 $ 5,131 4.3%
Less: Acquisitions (1)
— —
Less: Dispositions (2)
— —
Less: Foreign currency exchange
30 —
AVS Organic revenue*
$ 5,324 $ 5,131 3.8%
PCS revenues
$ 3,086 $ 3,125 (1.2)%
Less: Acquisitions (1)
— —
Less: Dispositions (2)
— —
Less: Foreign currency exchange
7 —
PCS Organic revenue*
$ 3,079 $ 3,125 (1.5)%
PDx revenues
$ 2,900 $ 2,508 15.6%
Less: Acquisitions (1)
154 4
Less: Dispositions (2)
— —
Less: Foreign currency exchange
21 —
PDx Organic revenue*
$ 2,724 $ 2,504 8.8%
Other revenues
$ 40 $ 52 (23.0)%
Less: Acquisitions (1)
— —
Less: Dispositions (2)
— —
Less: Foreign currency exchange
— —
Other Organic revenue*
$ 40 $ 52 (23.3)%
Total revenues
$ 20,625 $ 19,672 4.8%
Less: Acquisitions (1)
169 4
Less: Dispositions (2)
— —
Less: Foreign currency exchange
94 —
Organic revenue*
$ 20,363 $ 19,667 3.5%
(1)
Represents revenues attributable to acquisitions from the date the Company completed the transaction through the end of four quarters following the transaction, excluding the impact of Foreign currency exchange already captured in lines elsewhere.
(2)
Represents revenues attributable to dispositions for the four quarters preceding the disposition date.
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*Non-GAAP Financial Measure
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Adjusted EBIT*
For the years ended December 31
2025 2024 % change
Net income attributable to GE HealthCare
$ 2,084 $ 1,993 4.6%
Add: Interest and other financial charges – net
440 504
Add: Non-operating benefit (income) costs
(288) (406)
Less: Benefit (provision) for income taxes
(614) (531)
Less: Net (income) loss attributable to noncontrolling interests
(70) (57)
EBIT*
2,920 2,679 9.0%
Add: Restructuring costs (1)
120 120
Add: Acquisition and disposition-related charges (benefits) (2)
39 3
Add: Spin-Off and separation costs (3)
38 251
Add: (Gain) loss on business and asset dispositions (4)
(5) —
Add: Amortization of acquisition-related intangible assets
156 137
Add: Investment revaluation (gain) loss (5)
(112) 22
Adjusted EBIT*
$ 3,155 $ 3,211 (1.8)%
Net income margin 10.1% 10.1% — bps
Adjusted EBIT margin*
15.3% 16.3% (100) bps
(1)
Consists of severance, facility closures, and other charges associated with restructuring programs.
(2)
Consists of legal, consulting, and other transaction and integration fees, and adjustments to contingent consideration, as well as other purchase accounting related charges and other costs directly related to the transactions.
(3)
Costs incurred in the Spin-Off and separation from GE, including system implementations, audit and advisory fees, legal entity separation, Founders Grant equity awards, separation agreements with GE, and other one-time costs.
(4)
Consists of gains and losses resulting from the sale of assets and investments.
(5)
Primarily relates to valuation adjustments for equity investments and for the year ended December 31, 2025, includes the impact from the revaluation of our existing 50% interest in NMP as part of the acquisition transaction.
Adjusted Net Income*
For the years ended December 31
2025 2024 % change
Net income attributable to GE HealthCare
$ 2,084 $ 1,993 4.6%
Add: Non-operating benefit (income) costs
(288) (406)
Add: Restructuring costs (1)
120 120
Add: Acquisition and disposition-related charges (benefits) (2)
39 3
Add: Spin-Off and separation costs (3)
43 251
Add: (Gain) loss on business and asset dispositions (4)
(5) —
Add: Amortization of acquisition-related intangible assets
156 137
Add: Investment revaluation (gain) loss (5)
(112) 22
Add: Tax effect of reconciling items (6)
(7) (42)
Add: Spin-Off and other tax adjustments (7)
72 (17)
Adjusted net income*
$ 2,100 $ 2,060 2.0%
(1)
Consists of severance, facility closures, and other charges associated with restructuring programs.
(2)
Consists of legal, consulting, and other transaction and integration fees, and adjustments to contingent consideration, as well as other purchase accounting related charges and other costs directly related to the transactions.
(3)
Costs incurred in the Spin-Off and separation from GE, including system implementations, audit and advisory fees, legal entity separation, Founders Grant equity awards, separation agreements with GE, and other one-time costs. An adjustment is included to eliminate the associated impact on Net (income) loss attributable to noncontrolling interests for applicable costs that impact earnings attributable to noncontrolling interests.
(4)
Consists of gains and losses resulting from the sale of assets and investments.
(5)
Primarily relates to valuation adjustments for equity investments and for the year ended December 31, 2025, includes the impact from the revaluation of our existing 50% interest in NMP as part of the acquisition transaction.
(6)
The tax effect of reconciling items is calculated using the statutory tax rate, taking into consideration the nature of the items and the relevant taxing jurisdiction.
(7)
Consists of certain income tax adjustments, including one-time adjustments to deferred tax balances, impacts from tax law changes, the release of income tax reserves in a foreign jurisdiction for tax years which are no longer subject to an assessment from the local taxing authorities, and discrete tax impacts resulting from the Spin-Off and separation from GE.
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*Non-GAAP Financial Measure
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Adjusted Earnings Per Share*
For the years ended December 31
(In dollars, except shares outstanding presented in millions) 2025 2024 $ change
Diluted earnings per share
$ 4.55 $ 4.34 $ 0.21
Add: Non-operating benefit (income) costs
(0.63) (0.88)
Add: Restructuring costs (1)
0.26 0.26
Add: Acquisition and disposition-related charges (benefits) (2)
0.08 0.01
Add: Spin-Off and separation costs (3)
0.09 0.55
Add: (Gain) loss on business and asset dispositions (4)
(0.01) —
Add: Amortization of acquisition-related intangible assets
0.34 0.30
Add: Investment revaluation (gain) loss (5)
(0.24) 0.05
Add: Tax effect of reconciling items (6)
(0.02) (0.09)
Add: Spin-Off and other tax adjustments (7)
0.16 (0.04)
Adjusted earnings per share*
$ 4.59 $ 4.49 $ 0.10
Diluted weighted-average shares outstanding 458 459
(1)
Consists of severance, facility closures, and other charges associated with restructuring programs.
(2)
Consists of legal, consulting, and other transaction and integration fees, and adjustments to contingent consideration, as well as other purchase accounting related charges and other costs directly related to the transactions.
(3)
Costs incurred in the Spin-Off and separation from GE, including system implementations, audit and advisory fees, legal entity separation, Founders Grant equity awards, separation agreements with GE, and other one-time costs. An adjustment is included to eliminate the associated impact on Net (income) loss attributable to noncontrolling interests for applicable costs that impact earnings attributable to noncontrolling interests.
(4)
Consists of gains and losses resulting from the sale of assets and investments.
(5)
Primarily relates to valuation adjustments for equity investments and for the year ended December 31, 2025, includes the impact from the revaluation of our existing 50% interest in NMP as part of the acquisition transaction.
(6)
The tax effect of reconciling items is calculated using the statutory tax rate, taking into consideration the nature of the items and the relevant taxing jurisdiction.
(7)
Consists of certain income tax adjustments, including one-time adjustments to deferred tax balances, impacts from tax law changes, the release of income tax reserves in a foreign jurisdiction for tax years which are no longer subject to an assessment from the local taxing authorities, and discrete tax impacts resulting from the Spin-Off and separation from GE.
Adjusted Tax Expense* and Adjusted ETR*
For the years ended December 31
2025 2024
Benefit (provision) for income taxes
$ (614) $ (531)
Add: Tax effect of reconciling items (1)
(7) (42)
Add: Spin-Off and other tax adjustments (2)
72 (17)
Adjusted tax expense*
$ (550) $ (590)
Effective tax rate
22.2% 20.6%
Adjusted effective tax rate*
20.2% 21.8%
(1)
The tax effect of reconciling items is calculated using the statutory tax rate, taking into consideration the nature of the items and the relevant taxing jurisdiction.
(2)
Consists of certain income tax adjustments, including one-time adjustments to deferred tax balances, impacts from tax law changes, the release of income tax reserves in a foreign jurisdiction for tax years which are no longer subject to an assessment from the local taxing authorities, and discrete tax impacts resulting from the Spin-Off and separation from GE.
Free Cash Flow* For the years ended December 31
2025 2024 % change
Cash from (used for) operating activities – continuing operations
$ 1,987 $ 1,955 1.7%
Add: Additions to PP&E and internal-use software
(482) (401)
Add: Dispositions of PP&E
— —
Free cash flow*
$ 1,505 $ 1,554 (3.2)%
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*Non-GAAP Financial Measure
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LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2025, our Cash, cash equivalents, and restricted cash balance in the Consolidated Statements of Financial Position was $4,512 million. We have historically generated positive cash flows from operating activities. Additionally, we have access to revolving credit facilities and a delayed draw term loan facility of $3,500 million and $750 million, respectively, in aggregate, described in detail in Note 9, “Borrowings.”
We believe that our existing balance of Cash, cash equivalents, and restricted cash, future cash generated from operating activities, access to capital markets, and existing credit facilities will be sufficient to meet the needs of our current and ongoing operations, pay taxes due, service our existing debt, and fund investments in our business for at least the next 12 months.
The following table summarizes our cash flows for the periods presented:
Cash Flow For the years ended December 31
2025 2024
Cash from (used for) operating activities – continuing operations $ 1,987 $ 1,955
Cash from (used for) investing activities – continuing operations (1,047) (914)
Cash from (used for) financing activities – continuing operations 617 (573)
Free cash flow*
1,505 1,554
Operating Activities
Cash generated from operating activities in the year ended December 31, 2025 was $1,987 million and included Net income of $2,154 million, adjusted for non-cash items including depreciation and amortization expense of $578 million, the gain on remeasurement of the NMP equity method investment of $97 million, and $647 million in net outflows from changes in assets and liabilities. The changes in assets and liabilities are primarily driven by company-funded benefit payments for postretirement benefit plans, an increase in receivables due to higher volume, and an increase in inventories to meet business demand in the current trade environment. This includes an impact of approximately $285 million from incremental tariffs.
Cash generated from operating activities in the year ended December 31, 2024 was $1,955 million and included Net income from continuing operations of $2,050 million, non-cash charges primarily for depreciation and amortization of $580 million, and $675 million in outflows from incremental changes in assets and liabilities, primarily driven by company-funded benefit payments for postretirement benefit plans, an increase in receivables due to higher volume, and a build in inventories.
Investing Activities
Cash used for investing activities in the year ended December 31, 2025 was $1,047 million and primarily included Additions to PP&E and internal-use software of $482 million related mostly to investments in facilities, including manufacturing capacity expansion, and new product introductions, purchases of businesses, net of cash acquired, of $378 million largely related to the acquisitions of the remaining 50% interest in NMP and 100% of the stock of icometrix NV (“icometrix”), and a payment of $178 million for settlement of cross-currency swaps that were designated as net investment hedges. Refer to Note 8, “Acquisitions, Goodwill, and Other Intangible Assets” for additional information on the NMP and icometrix acquisitions and Note 13, “Financial Instruments and Fair Value Measurements” for additional information on the settlement of cross-currency swaps.
Cash used for investing activities in the year ended December 31, 2024 was $914 million and primarily included Additions to PP&E and internal-use software of $401 million related mostly to manufacturing capacity expansion and new product introductions, purchases of businesses, net of cash acquired, of $313 million related to the MIM Software Inc. (“MIM Software”) and Intelligent Ultrasound Group PLC acquisitions, and payment of $94 million for settlement of cross-currency swaps that were designated as net investment hedges. Refer to Note 8, “Acquisitions, Goodwill, and Other Intangible Assets” for additional information on the MIM Software acquisition and Note 13, “Financial Instruments and Fair Value Measurements” for additional information on the settlement of cross-currency swaps.
Financing Activities
Cash generated from financing activities in the year ended December 31, 2025 was $617 million and primarily included $2,730 million of net proceeds from the issuance of $2,750 million aggregate principal amount of senior unsecured notes , partially offset by repayment of $1,500 million of senior unsecured notes due in November 2025 and $250 million of our outstanding Term Loan Facility, and repurchase of common stock for total consideration of $200 million. Refer to Note 9, “Borrowings” and Note 12, “Shareholders' Equity” for further information.
Cash used for financing activities in the year ended December 31, 2024 was $573 million and primarily included repayment of $1,000 million aggregate principal amount of senior unsecured notes, and $400 million in repayments of the outstanding Term Loan Facility, partially offset by $995 million of net proceeds from the issuance of $1,000 million aggregate principal amount of senior unsecured notes due in 2029.
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*Non-GAAP Financial Measure
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Material Cash Requirements
In the normal course of business, we enter into contracts and commitments that obligate us to make payments in the future. Information regarding our obligations under lease, debt, and other commitments is provided in Note 7, “Leases,” Note 9, “Borrowings,” and Note 14, “Commitments, Guarantees, Product Warranties, and Other Loss Contingencies.” We have material cash requirements related to our pension obligations as described in Note 10, “Postretirement Benefit Plans.” Additionally, on November 20, 2025, we announced an agreement to acquire Intelerad for a purchase price of $2,300 million to be paid in cash as described in Note 8, “Acquisitions, Goodwill, and Other Intangible Assets.”
Debt and Credit Facilities
As part of our capital structure, we have incurred debt. The servicing of this debt is supported by cash flows from our operations. As of December 31, 2025, we had $10,003 million of total debt compared to $8,951 million as of December 31, 2024. The increase in debt was due primarily to our issuances in the second quarter of 2025 of $650 million aggregate principal amount of senior unsecured notes due in 2031 and $850 million aggregate principal amount of senior unsecured notes due in 2035, and in the fourth quarter of 2025 of $600 million aggregate principal amount of senior unsecured notes due in 2028 and $650 million aggregate principal amount of senior unsecured notes due in 2035. The issuances were partially offset by repayments of $1,500 million aggregate principal amount outstanding of the senior unsecured notes due in November 2025 in the fourth quarter of 2025 and of $250 million of the outstanding Term Loan Facility in the first quarter of 2025.
In the fourth quarter of 2025, we entered into a Delayed Draw Term Loan Facility in an aggregate committed amount of $750 million as part of the funding for the expected acquisition of Intelerad. In addition to the Term Loan Facility and Delayed Draw Term Loan Facility, our credit facilities include a five-year senior unsecured revolving facility that provides borrowings of up to $3,000 million expiring in March 2030, and a 364-day senior unsecured revolving facility that provides borrowings of up to $500 million expiring in March 2026. As of December 31, 2025 , there were no outstanding borrowings on any of the revolving facilities or the Delayed Draw Term Loan Facility. Additional information on our debt and credit facilities, including definitions of the terms used above, is included in Note 9 , “Borrowings.”
The Credit Facilities include various customary covenants that limit, among other things, the incurrence of liens securing debt, the entry into certain fundamental change transactions by GE HealthCare, and the maximum permitted consolidated net leverage ratio. As of December 31, 2025 , we were in compliance with the covenant requirements, including the maximum consolidated net leverage ratio.
Access to Capital and Credit Ratings
We plan to continue to rely on capital markets, and we expect to have access to credit facilities to fund our operations. The cost and availability of debt financing will be influenced by our credit ratings and market conditions.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For a discussion of recently issued accounting standards, see Note 2, “Summary of Significant Accounting Policies.”
CRITICAL ACCOUNTING ESTIMATES
Our financial results are affected by the selection and application of accounting policies and methods. We have adopted accounting policies to prepare our financial statements in conformity with U.S. GAAP.
To prepare our financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our contingent liabilities, as of the date of our financial statements, and the reported amounts of our revenues and expenses during the reporting periods. Our actual results may differ from these estimates. We consider estimates to be critical (1) if we are required to make assumptions about material matters that are uncertain at the time of estimation or (2) if materially different estimates could have been made or it is reasonably likely that the accounting estimate will change from period to period. The following are areas considered to be critical and require management’s judgment: Revenue Recognition, Valuation of Assets and Liabilities in Connection with Acquisitions, Pension and Other Postretirement Benefits, and Income Taxes.
See Note 2, “Summary of Significant Accounting Policies” for further information on our significant accounting policies.
REVENUE RECOGNITION.
Our revenues are recorded based on the consideration specified in customer contracts net of any sales incentives, discounts, returns, chargebacks, group purchasing organization fees, rebates, or credits, which are accounted for as estimated variable consideration. Our estimates for these deductions are based upon historical experience and consider current and forecasted market trends. We record the estimated amounts as a reduction to revenue when we recognize the related product or service sale.
Chargebacks are a form of variable consideration that occur when a contracted customer purchases through an intermediary wholesaler. The contracted customer generally purchases product from the wholesaler at its contracted price plus a mark-up. The wholesaler, in turn, charges us back for the difference between the price initially paid by the wholesaler and the contract price paid to the wholesaler by the contracted customer. A provision for outstanding chargebacks is recorded at the time we recognize revenue from the sale to the wholesaler and requires certain estimates such as the wholesaler chargeback rates, the expected sell-through levels by our wholesale customers to contracted customers, as well as estimated wholesaler inventory levels.
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The amounts of variable consideration included in the net transaction price for revenue recognition are limited to the amounts that are estimated to be probable of occurrence to avoid a material revenue reversal in a future period.
When a contract with a customer includes multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling prices. In cases where observable prices for a performance obligation are not available, standalone selling prices are estimated by the Company using our pricing strategies and giving consideration to product configuration, geography, customer type, and other market-specific factors.
See Note 3, “Revenue Recognition” for further information on revenue recognition and Note 5, “Receivables” for further information on chargebacks.
VALUATION OF ASSETS AND LIABILITIES IN CONNECTION WITH ACQUISITIONS.
Our financial statements include the operations of an acquired business starting from the completion of the combination. The assets acquired and liabilities assumed, including any contingent consideration we may be liable to pay in the future, are recorded on the date of the business combination at their respective estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Our business combinations typically result in the recognition of goodwill, developed technology, and other intangible assets, which affect the amount of future period amortization expense. The fair values of acquired intangible assets and liabilities are determined using information available at the business combination date based on estimates and assumptions that are deemed reasonable. Significant assumptions vary by the class of asset or liability and the valuation technique used. These assumptions can include: the discount rates; timing; probability of achieving regulatory and commercialization milestones; inflation rate; and certain assumptions that form the basis of the forecasted results of the acquired business including revenue, costs to comply with asset retirement obligations, earnings before interest, taxes, depreciation and amortization, growth rates, royalty rates, and technology obsolescence rates. These assumptions are forward-looking and could be affected by future economic and market conditions. We engage third-party valuation specialists who review our critical assumptions and prepare the calculations of the fair value of acquired intangible assets in connection with significant business combinations.
See Note 8, “Acquisitions, Goodwill, and Other Intangible Assets” for further information on our acquisitions.
PENSION AND OTHER POSTRETIREMENT BENEFITS.
Pension and other postretirement benefits are calculated using significant inputs to the actuarial models that measure pension benefit obligations and related effects on operations. Two assumptions, discount rate and expected return on assets, are important elements of plan expense and related asset and liability measurement. The Company evaluates these critical assumptions at least annually on a plan and country-specific basis. The Company periodically evaluates other assumptions involving demographic factors such as retirement age, mortality, and turnover, and updates them to reflect our experience and expectations for the future. Actual results in any given year often will differ from actuarial assumptions because of economic and other factors.
Projected benefit obligations (“PBO”) are measured as the present value of expected payments. We discount those cash payments using the weighted average of market-observed yields for high-quality fixed-income securities with maturities that correspond to the expected timing of benefit payments.
A 50 basis point change in the assumed discount rate would have the following effects on the calculation of net periodic benefit costs in 2026 and PBO and accumulated postretirement benefit obligation (“APBO”) as of December 31, 2025:
Discount Rate Sensitivity
U.S. Plans
International Plans
Other Postretirement Plans
50 bps increase in discount rate
Impact on PBO/APBO as of December 31, 2025
$ (827) $ (192) $ (29)
Impact on service cost and interest cost in 2026
40 3 3
50 bps decrease in discount rate
Impact on PBO/APBO as of December 31, 2025
$ 902 $ 214 $ 31
Impact on service cost and interest cost in 2026
(45) (4) (2)
The sensitivity of the net deficit to the discount rate would be lower than the projected benefit obligation sensitivity as a result of the liability hedging program incorporated in the plan’s asset allocation.
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To determine the expected long-term rate of return on pension plan assets, we consider current and target asset allocations, as well as historical and expected returns on various categories of plan assets. In developing future long-term return expectations for our principal benefit plans’ assets, we formulate views on the future economic environment, both in the U.S. and abroad. We evaluate general market trends and historical relationships among a number of key variables that impact asset class returns such as expected earnings growth, inflation, valuations, yields, and spreads, using both internal and external sources. We also consider expected volatility by asset class and diversification across classes to determine expected overall portfolio results given current and target allocations. A 1% change in the assumed expected long-term rate of return on plan assets would increase or decrease the 2026 net periodic benefit costs of these plans by $188 million.
Our pension plan assets contain financial instruments that are measured at fair value. While the majority of these assets are valued based on quoted prices for identical or similar instruments in active markets, the fair value of certain assets is estimated using significant unobservable inputs (Level 3). These assets primarily relate to an annuity contract, real estate, and private equity investments.
We disclose in the following table postretirement plans with assets or obligations that exceed $50 million as of December 31, 2025. Refer to Note 10, “Postretirement Benefit Plans” for further details related to these plans. The value of the assets and liabilities as of December 31, 2025, are summarized in the table below.
Projected benefit obligations Fair value of plan assets Funded status - surplus (deficit)
GE HealthCare Pension Plan $ 15,519 $ 13,988 $ (1,531)
GE HealthCare Supplementary Pension Plan 1,672 — (1,672)
Other U.S. Pension Plans 1,378 743 (635)
Total U.S. Plans 18,569 14,731 (3,838)
International Plans 3,148 3,528 380
OPEB Plans (1)
908 — (908)
Total $ 22,625 $ 18,259 $ (4,365)
(1) As defined in Note 10, “Postretirement Benefit Plans.”
INCOME TAXES.
Our annual tax expense is based on our income, applicable statutory tax rates, and tax incentives available to us in the various jurisdictions in which we operate. Changes in existing tax laws or rates could significantly impact the estimate of our tax liabilities. Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, taxable income in prior carryback years to the extent applicable, and available tax planning strategies. These sources of income rely heavily on estimates; we use our historical experience as well as our short- and long-range business forecasts to provide insight.
Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the relevant taxing authorities based on the technical merits of the position. Our policy is to adjust these reserves when facts and circumstances change, such as the change in the technical merit of a position, or an uncertain tax position is effectively settled with the relevant taxing authority, or the statute of limitations has expired. We have provided for the amounts we believe will ultimately result from these changes; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities.
See Note 11, “Income Taxes” for further information on income taxes.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk primarily from changes in foreign currency exchange rates, interest rates, commodity prices, and equity prices, which may impact future income, cash flows, and fair value of our business. In certain situations, we may seek to reduce cash flow volatility associated with changes in foreign currency exchange rates, the foreign currency risk associated with our net investment in foreign operations, or the fair value interest rate risk of our financial instruments bearing fixed interest by entering into financial arrangements intended to provide a hedge against a portion of such risks. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative contracts to the extent they meet the objectives described above, and not for speculative purposes. See Note 13, “Financial Instruments and Fair Value Measurements” for further information about our risk exposures, our use of derivatives, and the effects of this activity on our financial statements.
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FOREIGN CURRENCY RISK.
As a result of our global operations, we generate and incur a significant portion of our revenues and expenses, including those arising from intercompany transactions, in currencies other than the functional currency of our foreign operations creating exposure to foreign currency translation risk. Such principal currencies include the Euro, the Chinese Renminbi, the Japanese Yen, the Norwegian Krone, and the British Pound Sterling, among others. Operating entities with functional currencies other than the USD also create exposure to foreign currency risk realized upon their sale or a complete or substantially complete liquidation.
We use a number of techniques to manage the effects of foreign currency exchange risk, including hedging of significant currency exposures. We use cash flow hedging primarily to reduce or eliminate the effects of foreign currency exchange rate changes on purchase and sale contracts and economic hedges when we have exposures to foreign currency exchange risk for which we are unable to meet the requirements for hedge accounting. We use net investment hedging to hedge the foreign currency risk of our net investment in foreign operations against adverse movements in exchange rates against the USD. As a result of the above mitigating activities, we have been able to significantly reduce the financial impact of volatility from currency fluctuations.
The potential increase in fair value of our foreign currency derivative contracts from a 10% decrease in USD spot rates against other applicable currencies would have been $111 million as of December 31, 2025. This excludes foreign currency derivative contracts designated as net investment hedges as changes in the fair value of those contracts are not expected to impact earnings. The sensitivity analysis assumes a uniform weakening of USD spot rates against the other applicable currencies, compared to the actual exchange rates applied as of December 31, 2025, with all other factors remaining constant. This sensitivity analysis disregards the offsetting change in value of the underlying hedged currency exposures in earnings.
The effect arising from foreign currency transactions, including the remeasurement of derivatives mentioned above, can result in significant fluctuations at points in time, but generally will be offset as the underlying hedged item is recognized in earnings. The global nature of our customer base and manufacturing footprint allows for the natural offset of certain income and costs denominated in foreign currencies. See Note 2, “Summary of Significant Accounting Policies” for net gains (losses) from foreign currency transactions for the years ended December 31, 2025, 2024, and 2023.
INTEREST RATE RISK.
We are exposed to interest rate risk due to changes in benchmark interest rates related to the fair value of our borrowings bearing fixed interest rates and variability of cash flows related to our investments and borrowings bearing variable interest rates.
As of December 31, 2025, we have $9,500 million outstanding principal of fixed-rate senior unsecured notes and $500 million outstanding principal on the Term Loan Facility which carries a variable interest rate. As of December 31, 2025, we have $4,512 million of Cash, cash equivalents, and restricted cash, of which $3,445 million is invested in short-term investments that generate income based on variable interest rates.
A change in interest rates would impact the fair value of our fixed-rate debt and would impact our earnings and cash flows associated with our floating-rate debt. A hypothetical change of interest rates by 100 basis points would increase or decrease our annual interest expense by approximately $32 million, partially offset by the change in interest income from our cash investments.
We primarily manage interest rate risk by using a mix of fixed-rate and variable-rate debt that we deem appropriate. As of December 31, 2025, we executed an aggregate notional amount of interest rate swap contracts to synthetically convert $2,700 million of our senior unsecured notes from fixed rates to variable rates as part of our interest rate risk management strategy.
COMMODITY RISK.
We rely upon supplies of certain raw materials including helium, iodine, and rare earth minerals. Worldwide demand, availability, and pricing of these raw materials have been volatile, and we expect that availability and pricing will continue to fluctuate in the future. If supply of these materials is restricted or if prices increase, this could constrain our manufacturing of affected products, reduce our profit margins, or otherwise adversely affect our business, our customers, and patients who may rely on our products.
Similarly, commodities and energy prices are subject to significant volatility. If the costs of certain commodities or of energy, shipping, or transportation increase and we are unable to pass along these costs to our customers, our financial results would be adversely affected. Furthermore, increasing our prices to our customers could result in long-term sales declines or loss of market share if our customers find alternative suppliers, which could also have a material adverse effect on our financial results.
Disruptions in deliveries, capacity constraints, production disruptions up- or down-stream, price increases, or decreased availability of raw materials or commodities (including as a result of war, natural disasters, climate change-related physical and transitional risks, actual or threatened public health emergencies, or other business continuity events) adversely affect our operations and, depending on the length and severity of the disruption, can limit our ability to meet our commitments to customers or significantly impact our operating profit or cash flows.
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EQUITY RISK.
As of December 31, 2025, we have $248 million of deferred compensation liabilities subject to the risk of changes in equity prices. A change in the U.S equity markets would result in a corresponding change in the value of these deferred compensation liabilities, which would impact our earnings and cash flows. We may from time to time engage in hedging transactions to reduce the impact to earnings from equity price fluctuations.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of GE HealthCare Technologies Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of GE HealthCare Technologies Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 4, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Allocation of the Transaction Price to Each Performance Obligation – Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
Contracts for the sale of products and services often include multiple distinct performance obligations, usually involving an upfront deliverable of equipment and future performance obligations such as installation, training, or the future delivery of products or services. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative stand-alone selling price. Stand-alone selling price is obtained from sources such as the separate selling price for that or a similar item, if reasonably available. If such evidence is not reasonably available, the Company uses its best estimate of selling price, which is established consistent with the pricing strategy of the Company and considers product configuration, geography, customer type, and other market-specific factors.
The Company’s allocation of the transaction price to each performance obligation involves judgments and estimates, including its best estimate of stand-alone selling price for performance obligations. Auditing the Company’s allocation of the transaction price to the performance obligations in a contract required a high degree of auditor judgment and an increased extent of auditor effort.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the allocation of the transaction price to the performance obligations included the following, among others:
• We tested the effectiveness of relevant controls related to the Company’s determination of stand-alone selling price and the allocation of transaction price to performance obligations.
• We selected certain products and services and tested the Company’s estimate of stand-alone selling price by evaluating historical prices charged for those performance obligations by the Company or other third parties, or by evaluating the reasonableness of the Company’s estimate if stand-alone selling prices were not available.
• We selected a sample of revenue transactions and tested the Company’s allocation of transaction price to performance obligations.
• We evaluated whether management’s revenue recognition accounting policies with respect to allocation of the transaction price to performance obligations are in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers , and evaluated the appropriateness of management’s application of those accounting policies in the determination of revenue recognition conclusions.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 4, 2026
We have served as the Company’s auditor since 2022.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of GE HealthCare Technologies Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of GE HealthCare Technologies Inc. (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 4, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 4, 2026
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Consolidated Statements of Income
For the years ended December 31
(In millions, except per share amounts) 2025 2024 2023
Sales of products $ 13,661 $ 13,075 $ 13,127
Sales of services 6,964 6,597 6,425
Total revenues 20,625 19,672 19,552
Cost of products 8,942 8,271 8,465
Cost of services 3,436 3,196 3,165
Gross profit 8,248 8,205 7,922
Selling, general, and administrative 4,225 4,269 4,282
Research and development 1,260 1,311 1,205
Total operating expenses 5,485 5,580 5,487
Operating income
2,763 2,625 2,435
Interest and other financial charges – net 440 504 542
Non-operating benefit (income) costs ( 288 ) ( 406 ) ( 382 )
Other (income) expense – net ( 157 ) ( 55 ) ( 86 )
Income from continuing operations before income taxes
2,768 2,581 2,361
Benefit (provision) for income taxes ( 614 ) ( 531 ) ( 743 )
Net income from continuing operations
2,154 2,050 1,618
Income (loss) from discontinued operations, net of taxes
— — ( 4 )
Net income
2,154 2,050 1,614
Net (income) loss attributable to noncontrolling interests
( 70 ) ( 57 ) ( 46 )
Net income attributable to GE HealthCare
2,084 1,993 1,568
Deemed preferred stock dividend of redeemable noncontrolling interest — — ( 183 )
Net income attributable to GE HealthCare common stockholders
$ 2,084 $ 1,993 $ 1,385
Earnings per share from continuing operations attributable to GE HealthCare common stockholders:
Basic $ 4.56 $ 4.37 $ 3.06
Diluted 4.55 4.34 3.04
Earnings per share attributable to GE HealthCare common stockholders:
Basic $ 4.56 $ 4.37 $ 3.05
Diluted 4.55 4.34 3.03
Weighted-average number of shares outstanding:
Basic 456 456 455
Diluted 458 459 458
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Comprehensive Income (Loss)
For the years ended December 31
(In millions)
2025 2024 2023
Net income attributable to GE HealthCare
$ 2,084 $ 1,993 $ 1,568
Net income (loss) attributable to noncontrolling interests
70 57 46
Net income
2,154 2,050 1,614
Other comprehensive income (loss):
Currency translation adjustments – net of taxes 418 ( 271 ) 74
Pension and Other Postretirement Plans – net of taxes
( 422 ) ( 456 ) ( 897 )
Cash flow hedges – net of taxes ( 16 ) 36 ( 27 )
Other comprehensive income (loss) ( 19 ) ( 691 ) ( 850 )
Comprehensive income (loss)
2,134 1,359 764
Less: Comprehensive income (loss) attributable to noncontrolling interests
60 53 9
Comprehensive income attributable to GE HealthCare
$ 2,074 $ 1,306 $ 755
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Financial Position
As of
(In millions, except share and per share amounts) December 31, 2025 December 31, 2024
Cash, cash equivalents, and restricted cash $ 4,512 $ 2,889
Receivables – net of allowances of $ 103 and $ 103
3,955 3,566
Inventories 2,234 1,939
Contract and other deferred assets 1,073 974
All other current assets 726 532
Current assets 12,501 9,901
Property, plant, and equipment – net 3,092 2,550
Goodwill 13,489 13,136
Other intangible assets – net 1,130 1,078
Deferred income taxes 4,491 4,474
All other non-current assets
2,205 1,950
Total assets $ 36,906 $ 33,089
Short-term borrowings $ 508 $ 1,502
Accounts payable 3,250 3,035
Contract liabilities 2,095 1,943
Current compensation and benefits
1,666 1,521
All other current liabilities 1,587 1,552
Current liabilities 9,105 9,553
Long-term borrowings 9,495 7,449
Non-current compensation and benefits
5,453 5,583
Deferred income taxes 193 56
All other non-current liabilities
2,061 1,796
Total liabilities 26,307 24,437
Commitments and contingencies
Redeemable noncontrolling interests 209 188
Common stock, par value $ 0.01 per share, 1,000,000,000 shares authorized, 458,844,209 shares issued as of December 31, 2025; 457,246,971 shares issued as of December 31, 2024
5 5
Treasury stock, at cost, 3,107,626 shares as of December 31, 2025 and 291,053 shares as of December 31, 2024
( 225 ) ( 25 )
Additional paid-in capital 6,707 6,583
Retained earnings 5,281 3,262
Accumulated other comprehensive income (loss) – net ( 1,388 ) ( 1,379 )
Total equity attributable to GE HealthCare 10,379 8,446
Noncontrolling interests 11 18
Total equity 10,390 8,464
Total liabilities, redeemable noncontrolling interests, and equity $ 36,906 $ 33,089
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Changes in Equity
Common stock
Treasury stock
(In millions, except per share amounts)
Shares
Amount
Shares
Amount
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 GE, including Spin-Off-related adjustments
— — — — — — ( 4,851 ) 2,000 2 ( 2,849 )
Issuance of common stock in connection with the Spin-Off and reclassification of net parent investment
454 5 — — 6,379 — ( 6,384 ) — — —
Issuance of shares under equity awards, net of shares withheld for taxes and other 1 — — — — — — — — —
Net income attributable to GE HealthCare
— — — — — 1,568 — — — 1,568
Dividends declared ($ 0.12 per common share)
— — — — — ( 55 ) — — — ( 55 )
Other comprehensive income (loss) attributable to GE HealthCare
— — — — — — — ( 813 ) — ( 813 )
Changes in equity attributable to noncontrolling interests — — — — — — — — 5 5
Share-based compensation
— — — — 114 — — — — 114
Changes in equity due to redemption value adjustments on redeemable noncontrolling interests
— — — — — ( 187 ) — — — ( 187 )
Balances as of December 31, 2023
455 5 — — 6,493 1,326 — ( 691 ) 12 7,145
Issuance of shares under equity awards, net of shares withheld for taxes and other
2 — — ( 25 ) ( 35 ) — — — — ( 60 )
Net income attributable to GE HealthCare
— — — — — 1,993 — — — 1,993
Dividends declared ($ 0.125 per common share)
— — — — — ( 58 ) — — — ( 58 )
Other comprehensive income (loss) attributable to GE HealthCare
— — — — — — — ( 688 ) — ( 688 )
Changes in equity attributable to noncontrolling interests — — — — — — — — 7 7
Share-based compensation
— — — — 125 — — — — 125
Balances as of December 31, 2024
457 5 — ( 25 ) 6,583 3,262 — ( 1,379 ) 18 8,464
Issuance of shares under equity awards, net of shares withheld for taxes and other
2 — — — ( 5 ) — — — — ( 5 )
Repurchase of common stock
— — 3 ( 200 ) — — — — — ( 200 )
Net income attributable to GE HealthCare
— — — — — 2,084 — — — 2,084
Dividends declared ($ 0.14 per common share)
— — — — — ( 64 ) — — — ( 64 )
Other comprehensive income (loss) attributable to GE HealthCare
— — — — — — — ( 9 ) — ( 9 )
Changes in equity attributable to noncontrolling interests
— — — — — — — — ( 8 ) ( 8 )
Share-based compensation
— — — — 129 — — — — 129
Balances as of December 31, 2025
459 $ 5 3 $ ( 225 ) $ 6,707 $ 5,281 $ — $ ( 1,388 ) $ 11 $ 10,390
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Cash Flows
For the years ended December 31
(In millions)
2025 2024 2023
Net income $ 2,154 $ 2,050 $ 1,614
Less: Income (loss) from discontinued operations, net of taxes — — ( 4 )
Net income from continuing operations 2,154 2,050 1,618
Adjustments to reconcile Net income to Cash from (used for) operating activities – continuing operations:
Depreciation of property, plant, and equipment 287 268 248
Amortization of intangible assets 291 312 362
Gain on remeasurement of Nihon Medi-Physics equity method investment ( 97 ) — —
Net periodic postretirement benefit plan (income) expense ( 267 ) ( 357 ) ( 332 )
Postretirement plan contributions ( 338 ) ( 332 ) ( 357 )
Share-based compensation 130 125 114
Provision for income taxes 614 531 743
Cash paid during the year for income taxes ( 429 ) ( 491 ) ( 474 )
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Receivables ( 216 ) ( 157 ) ( 173 )
Inventories ( 142 ) ( 81 ) 111
Contract and other deferred assets ( 60 ) 3 10
Accounts payable 90 60 ( 100 )
Contract liabilities 81 68 26
Current compensation and benefits
94 39 153
All other operating activities – net ( 204 ) ( 83 ) 151
Cash from (used for) operating activities – continuing operations 1,987 1,955 2,101
Cash flows – investing activities
Additions to property, plant and equipment and internal-use software ( 482 ) ( 401 ) ( 387 )
Dispositions of property, plant, and equipment — — 1
Purchases of businesses, net of cash acquired ( 378 ) ( 313 ) ( 147 )
Purchases of investments ( 118 ) ( 40 ) ( 48 )
All other investing activities – net ( 69 ) ( 160 ) 23
Cash from (used for) investing activities – continuing operations ( 1,047 ) ( 914 ) ( 558 )
Cash flows – financing activities
Net increase (decrease) in borrowings (maturities of 90 days or less) 1 — ( 12 )
Newly issued debt, net of debt issuance costs (maturities longer than 90 days) 2,734 995 2,006
Repayments and other reductions (maturities longer than 90 days) ( 1,767 ) ( 1,418 ) ( 855 )
Dividends paid to stockholders ( 64 ) ( 55 ) ( 41 )
Repurchase of common stock ( 200 ) — —
Redemption of noncontrolling interests — — ( 211 )
Net transfers (to) from GE — — ( 1,317 )
Proceeds from stock issued under employee benefit plans 37 33 34
Taxes paid related to net share settlement of equity awards ( 42 ) ( 93 ) ( 33 )
All other financing activities – net ( 81 ) ( 34 ) ( 49 )
Cash from (used for) financing activities – continuing operations 617 ( 573 ) ( 478 )
Cash from (used for) operating activities – discontinued operations — ( 4 ) —
Effect of foreign currency rate changes on cash, cash equivalents, and restricted cash 66 ( 77 ) ( 10 )
Increase (decrease) in cash, cash equivalents, and restricted cash 1,623 387 1,055
Cash, cash equivalents, and restricted cash at beginning of year 2,893 2,506 1,451
Cash, cash equivalents, and restricted cash at end of year $ 4,515 $ 2,893 $ 2,506
Supplemental disclosure of cash flows information
Cash paid during the year for interest $ ( 522 ) $ ( 550 ) $ ( 570 )
Non-cash investing activities
Acquired but unpaid property, plant, and equipment $ 164 $ 143 $ 140
The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
GE HealthCare Technologies Inc. is a leading global healthcare solutions provider of advanced medical technology, pharmaceutical diagnostics, and AI, cloud and software solutions.
The consolidated financial statements (the “financial statements”) of GE HealthCare Technologies Inc. and its subsidiaries (“GE HealthCare,” the “Company,” “our,” “us,” or “we”) have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for annual financial information and in accordance with the instructions to Form 10-K. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position and operating results have been included. All intercompany balances and transactions within the Company have been eliminated in the financial statements. Tables throughout this document are presented in millions of U.S. dollars unless otherwise stated and certain columns and rows may not sum due to the use of rounded numbers. Percentages presented are calculated from the underlying whole-dollar amounts.
On January 3, 2023, General Electric Company, which now operates as GE Aerospace (“GE”), completed the spin-off of GE HealthCare Technologies Inc. (the “Spin-Off”). Following this transaction, GE continues to be considered a related party due to board member affiliation. Refer to Note 19, “Related Parties and Transition Services Agreement” for further information.
Certain prior year amounts in the financial statements and notes thereto have been reclassified to conform to the current year presentation. Amounts due from related parties and due to related parties, which were previously shown on separate lines on the Consolidated Statements of Financial Position and Consolidated Statements of Cash Flows, were reclassified to Receivables, All other current assets, Accounts Payable, All other current liabilities, and All other operating activities – net as applicable. Additionally, gain on fair value remeasurement of contingent consideration amounts, which was previously shown on a separate line on the Consolidated Statements of Cash Flows, was reclassified to All other operating activities – net.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ESTIMATES AND ASSUMPTIONS.
The preparation of the 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 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. Estimates are used for, but are not limited to, determining the following: revenue from contracts with customers; recoverability of long-lived assets and inventory; valuation of goodwill and intangible assets; useful lives used in depreciation and amortization; asset retirement obligations; income taxes and related valuation allowances; accruals for contingencies including legal and product warranties; actuarial assumptions used to determine costs of pension and other postretirement benefits; valuation of pension assets; valuation and recoverability of receivables; valuation of derivatives; and valuation of assets acquired, liabilities assumed, and contingent consideration as a result of acquisitions. 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.
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.
The Company recognizes a contract with a customer when there is a legally enforceable agreement between the Company and its customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. The Company’s revenues are measured based on the consideration specified in the contract with each customer net of any sales incentives, discounts, returns, chargebacks, group purchasing organization fees, rebates, or credits, as well as taxes collected from customers that are remitted to government authorities. Our estimates for these deductions, which are accounted for as variable consideration, are based on historical experience and consider current and forecasted market trends. We record these estimated amounts as a reduction to revenue when we recognize the related product or service sales. Payment terms are generally within 12 months. Payment terms within 12 months are not treated as significant financing components.
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Contracts for the sale of products and services often include multiple distinct performance obligations, usually involving an upfront deliverable of equipment and future performance obligations such as installation, training, or the future delivery of products or services. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative stand-alone selling price. Stand-alone selling price is obtained from sources such as the separate selling price for that or a similar item if reasonably available. If such evidence is not reasonably available, we use our best estimate of selling price, which is established consistent with the pricing strategy of the Company and considers product configuration, geography, customer type, and other market-specific factors.
Revenue is recognized in the period in which the customer obtains control of the underlying products or services, allowing them the ability to direct the use of, and obtain substantially all of, the remaining benefits of such product or service. This may occur at a point in time or over time. Shipping and handling costs to deliver products to customers are expensed as incurred and recognized within Cost of products or Cost of services in our Consolidated Statements of Income.
For standard, assurance-type warranties that are provided with products, we estimate the cost that may be incurred during the warranty period and record a liability at the time the revenue is recognized. The provision recorded reflects the estimated costs of replacement and free-of-charge services that will be incurred related to the products sold. Service-type warranties or extended warranties sold with products are considered separate performance obligations. As such, a portion of the overall transaction price is allocated to these performance obligations and recognized in revenue over time, as the performance obligations are satisfied.
The Company capitalizes certain direct incremental costs incurred to obtain a contract, primarily commissions. Costs to obtain a contract are classified within Contract and other deferred assets or All other non-current assets in the Consolidated Statements of Financial Position and are recognized within Selling, general, and administrative (“SG&A”) in the Consolidated Statements of Income based on the timing of when the Company expects to earn related revenues. Management assesses these costs for impairment based on periodic assessments of recoverability.
Performance Obligations Satisfied at a Point in Time
We primarily recognize revenue from sales of products at the point in time that the customer obtains control, which is generally no earlier than when the customer has physical possession. Our billing terms for these point-in-time product contracts generally coincide with delivery to the customer and customer acceptance; however, periodically, we transfer control of products in advance of billing or we receive customer advances and deposits from customers in advance of transfer of control of products which are recognized as contract assets or contract liabilities, respectively, in the Consolidated Statements of Financial Position. Any differences between the timing of our revenue recognition and customer billings (based on contractual terms) result in changes to our contract asset or contract liability positions.
Performance Obligations Satisfied Over Time
We recognize revenue from the sale of certain service contracts, including preventative maintenance, corrective services, and extended warranties over time on a ratable basis consistent with the nature, timing, and extent of our services, which primarily relate to routine maintenance and as-needed product repairs. Our billing terms for these contracts vary and can occur in advance of or following the period of service; however, we generally invoice periodically as services are provided. The differences between the timing of our revenue recognized and customer billings (based on contractual terms) result in changes to our contract asset or contract liability positions.
See Note 3, “Revenue Recognition” for further information.
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH.
Cash deposits, short-term investments, and high-liquidity mutual funds with original maturities of three months or less are included in Cash , cash equivalents, and restricted cash in the Consolidated Statements of Financial Position . Restricted cash primarily relates to funds restricted in connection with escrow accounts and other contractual and legal restrictions.
See Note 18, “Supplemental Financial Information” for further information.
INVESTMENT SECURITIES.
Publicly traded equity securities for which we do not have the ability to exercise significant influence are recorded at fair value with changes in fair value recognized in Other (income) expense – net in the Consolidated Statements of Income. Certain private equity securities for which we do have the ability to exercise significant influence are also recorded at fair value with changes in fair value recognized in Other (income) expense – net in the Consolidated Statements of Income based on an election made. Privately held equity securities for which we do not have the ability to exercise significant influence are accounted for using the measurement alternative approach and are recorded at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, with changes in the measurement recognized through Other (income) expense – net in the Consolidated Statements of Income. Equity investments without readily determinable fair value as of December 31, 2025 and 2024 were $ 217 million and $ 176 million, respectively. Investment securities are recognized within All other non-current assets in the Consolidated Statements of Financial Position.
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EQUITY METHOD INVESTMENTS.
Investments in equity securities in which we do not have a controlling financial interest, but over which we have significant influence are accounted for using the equity method of accounting, or at fair value if we elect the fair value option. Equity method investments are assessed for other-than-temporary impairment when events occur or circumstances change that indicate it is more likely than not the fair value of the asset is below its carrying value. Equity method investments are recognized within All other non-current assets in the Consolidated Statements of Financial Position. Our share of the results of equity method investments is recognized within Other (income) expense – net in the Consolidated Statements of Income.
See Note 18, “Supplemental Financial Information” for further information.
RECEIVABLES.
Amounts due from customers arising from the sales of products and services are recorded at the outstanding amount, less allowances for credit losses, chargebacks, and other credits. We regularly monitor the recoverability of our receivables.
See Note 5 , “ Receivables ” for further information.
FINANCING RECEIVABLES.
Our financing receivables portfolio consists of a variety of loans and leases, including both larger-balance, non-homogeneous loans and leases, and smaller-balance homogeneous loans and leases.
Loans
Loans represent term loans that are collateralized by equipment and other assets. Loans are classified as either held for sale or held for investment (“HFI”) based on management’s intent and ability to hold the loans for the foreseeable future. Loans where the Company does not have the ability and intent to hold for investment purposes and those where the Company intends to hold for sale in the foreseeable future are accounted for as loans held for sale. Loans held for sale are recorded at the lower of cost or current fair value with any fair value write-down (or change to the write-down) recorded as a valuation allowance through current period earnings in the period in which the change occurs. Loans classified as HFI are recorded at amortized cost.
Investment in Finance Leases
Finance leases include mostly sales-type leases of equipment and represent net unpaid rentals and estimated unguaranteed residual values of leased equipment, less related deferred income and the allowance for credit losses.
See Note 7, “Leases” for further information on our finance leases and “Allowance for credit losses” below for the Company’s policy regarding allowances for credit losses on financing receivables.
Credit Quality Indicators
We manage our financing receivables portfolio using delinquency and nonaccrual data as key performance indicators. We assess the overall quality of the portfolio based on a potential risk of loss measure. The metric incorporates both the borrower’s credit quality along with any related collateral protection. Financing receivables are considered past due if default on a contractual principal or interest payment exists for a period of 30 days or more. We stop accruing interest on financing receivables at the earlier of when collection of an account becomes doubtful or the account becomes 90 days past due. Although we stop accruing interest in advance of payments, we recognize income within Other (income) expense – net in the Consolidated Statements of Income when we determine that the account is returned to accrual status, provided that the amount does not exceed that which would have been earned at the historical effective interest rate.
See Note 6, “Financing Receivables” for further information.
ALLOWANCE FOR CREDIT LOSSES .
When we record customer receivables, contract assets, and financing receivables, we maintain an allowance for credit losses for the current expected credit losses. Each period, the allowance for credit losses is adjusted through earnings to reflect expected credit losses over the remaining lives of the assets. The credit losses are recognized within SG&A in the Consolidated Statements of Income. For financing receivables, expected credit losses are calculated based on the gross carrying amount of the financial asset, multiplied by a factor reflecting the probability of default and the loss in the event of default. We routinely evaluate our entire portfolio for potential specific credit or collection issues that might indicate an impairment.
We estimate expected credit losses based on relevant information from past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. When measuring expected credit losses, we pool assets with similar credit risk characteristics. Changes in the relevant information may significantly affect the estimates of expected credit losses.
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INVENTORIES.
Inventories are stated at lower of cost or net realizable values. Cost of inventories is determined on a first-in, first-out basis. Inventories are generally classified as current, however, based on consumption timelines, certain inventories are considered non-current and are recognized, net of related reserves, within All other non-current assets in the Consolidated Statements of Financial Position. As necessary, we record provisions and write-downs for excess, slow moving, and obsolete inventory. To determine these amounts, we regularly review inventory quantities on hand and compare them to historical utilization and estimates of future product demand, market conditions, and technological developments.
See Note 18, “Supplemental Financial Information” for further information.
PROPERTY, PLANT, AND EQUIPMENT.
Property, plant, and equipment is stated at cost and is depreciated on a straight-line basis over its estimated useful life. Estimated useful lives generally range from 8 to 40 years for buildings, structures and related equipment, 3 to 20 years for machinery and equipment, and 1 to 16 years for leasehold improvements. Repair and maintenance costs are expensed as incurred. Property, plant and equipment is reviewed for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In such circumstances, assets are tested for impairment based on undiscounted cash flows and, if impaired, written down to estimated fair value based on either discounted cash flows or appraised values.
See Note 18, “Supplemental Financial Information” for further information.
LEASES.