10-Q – 2026-07-29 – gehc-20260630.htm

(6)
Consists of the pre-tax impact of refunds pertaining to IEEPA tariffs incurred in the year ended December 31, 2025.

__________________
*Non-GAAP Financial Measure
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Adjusted Net Income*
For the three months ended June 30

For the six months ended June 30

2026
2025
% change

2026
2025
 % change

Net income attributable to GE HealthCare     
$
561
$
486
15.5%

$
950
$
1,049
(9.5)%

Add: Non-operating benefit (income) costs    
(45)

(73)

(96)

(148)

Add: Restructuring costs (1)     
27
18

76
40

Add: Acquisition and disposition-related charges (benefits) (2)     
11
7 

46
15 

Add: Spin-Off and separation costs and other adjustments (3)     
(5)
5

(2)
34

Add: (Gain) loss on business and asset dispositions (4)     
—
5

— 

(5)

Add: Amortization of acquisition-related intangible assets    
61
40

108
75 

Add: Investment revaluation (gain) loss (5)     
— 

1

8 

(92)

Less: Tariff refunds (6)
106
—

106
—

Add: Tax effect of reconciling items (7)
11 

(1)

(8)

(1)

Add: Spin-Off and other tax adjustments (8)     
—
—

(7)

(18)

Adjusted net income*    
$
515
$
487
5.6%

$
967
$
951
1.7%

(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 and other adjustments related to 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. For the six months ended June 30, 2025, 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 six months ended June 30, 2025, includes the impact from the revaluation of our existing 50% interest in NMP as part of the acquisition transaction.

(6)
Consists of the pre-tax impact of refunds pertaining to IEEPA tariffs incurred in the year ended December 31, 2025. The associated tax effect is presented on the Tax effect of reconciling items line. The net of tax impact of tariff refunds is $81 million for the three and six months ended June 30, 2026.

(7)
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.

(8)
Consists of certain income tax adjustments, including foreign income tax reserve releases and discrete tax impacts resulting from the Spin-Off and separation from GE and for the six months ended June 30, 2025, includes tax impacts of the NMP acquisition.

___________________
*Non-GAAP Financial Measure
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Adjusted Earnings Per Share*
For the three months ended June 30

For the six months ended June 30

(In dollars, except shares outstanding presented in millions)
2026
2025
$ change

2026
2025
 $ change

Diluted earnings per share
$
1.24
$
1.06
$
0.18

$
2.08
$
2.29
$
(0.20)

Add: Non-operating benefit (income) costs    
(0.10)

(0.16)

(0.21)

(0.32)

Add: Restructuring costs (1)     
0.06 

0.04 

0.17 

0.09 

Add: Acquisition and disposition-related charges (benefits) (2)     
0.02 

0.02 

0.10 

0.03 

Add: Spin-Off and separation costs and other adjustments (3)     
(0.01)

0.01 

(0.01)

0.07 

Add: (Gain) loss on business and asset dispositions (4)     
— 

0.01 

— 

(0.01)

Add: Amortization of acquisition-related intangible assets    
0.13 

0.09 

0.24 

0.16 

Add: Investment revaluation (gain) loss (5)     
— 

0.00 

0.02 

(0.20)

Less: Tariff refunds (6)
0.23 

— 

0.23 

— 

Add: Tax effect of reconciling items (7)
0.02 

(0.00)

(0.02)

(0.00)

Add: Spin-Off and other tax adjustments (8)     
— 

— 

(0.02)

(0.04)

Adjusted earnings per share*
$
1.13
$
1.06
$
0.07

$
2.12
$
2.07
$
0.05

Diluted weighted-average shares outstanding
454
458

456
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 and other adjustments related to 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. For the six months ended June 30, 2025, 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 six months ended June 30, 2025, includes the impact from the revaluation of our existing 50% interest in NMP as part of the acquisition transaction.

(6)
Consists of the pre-tax impact of refunds pertaining to IEEPA tariffs incurred in the year ended December 31, 2025. The associated tax effect is presented on the Tax effect of reconciling items line. The net of tax impact of tariff refunds is $0.18 for the three and six months ended June 30, 2026.

(7)
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.

(8)
Consists of certain income tax adjustments, including foreign income tax reserve releases and discrete tax impacts resulting from the Spin-Off and separation from GE and for the six months ended June 30, 2025, includes tax impacts of the NMP acquisition.

Adjusted Tax Expense* and Adjusted ETR*
For the three months ended June 30

For the six months ended June 30

2026
2025

2026
2025

Benefit (provision) for income taxes
$
(119)
$
(113)

$
(213)
$
(216)

Add: Tax effect of reconciling items (1)
11
(1)

(8)
(1)

Add: Spin-Off and other tax adjustments (2)     
—
—

(7)
(18)

Adjusted tax expense*
$
(108)
$
(114)

$
(229)
$
(235)

Effective tax rate
17.2%
18.4%

17.8%
16.6%

Adjusted effective tax rate*
17.1%
18.5%

18.6%
19.3%

(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 foreign income tax reserve releases and discrete tax impacts resulting from the Spin-Off and separation from GE and for the six months ended June 30, 2025, includes tax impacts of the NMP acquisition.

Free Cash Flow*
For the six months ended June 30

2026
2025
 % change

Cash from (used for) operating activities
$
458
$
344
33.0%

Add: Additions to PP&E and internal-use software    
(278)

(238)

Add: Dispositions of PP&E    
—
—

Free cash flow*
$
180
$
106
70.0%

___________________
*Non-GAAP Financial Measure
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LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2026, our Cash, cash equivalents, and restricted cash balance in the Condensed Consolidated Statements of Financial Position was $2,105 million. We have historically generated positive cash flows from operating activities. Additionally, we have access to revolving credit facilities of $3,500 million in aggregate, described in detail in Note 8, “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 six months ended June 30

2026
2025

Cash from (used for) operating activities
$
458 

$
344 

Cash from (used for) investing activities
(2,615)

(630)

Cash from (used for) financing activities
(215)

1,075 

Free cash flow*
180 

106 

Operating Activities
Cash generated from operating activities in the six months ended June 30, 2026 was $458 million and included Net income of $985 million, non-cash charges for depreciation and amortization expense of $313 million, and $840 million in net outflows from changes in assets and liabilities. The changes in assets and liabilities are primarily driven by an increase in inventories to meet business demand, compensation and benefit payments, and company-funded payments for postretirement benefit plans. Cash generated from operating activities includes a negative impact, net of refunds received, of $68 million from incremental tariffs.

Cash generated from operating activities in the six months ended June 30, 2025 was $344 million and included Net income of $1,088 million, adjusted for non-cash items including depreciation and amortization expense of $284 million, the gain on remeasurement of NMP equity method investment of $97 million, and $930 million in net outflows from changes in assets and liabilities. The changes in assets and liabilities are primarily driven by compensation and benefit payments, company-funded benefit payments for postretirement benefit plans, an increase in inventories to meet business demand, and a decrease in accounts payable, partially offset off by a decrease in current receivables primarily from collections.

Investing Activities
Cash used for investing activities in the six months ended June 30, 2026 was $2,615 million and primarily included purchases of businesses, net of cash acquired, of $2,293 million related to the acquisition of Intelerad and Additions to PP&E and internal-use software of $278 million related mostly to investments in facilities, including manufacturing capacity expansion, and new product introductions. Refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets” for additional information on the Intelerad acquisition.

Cash used for investing activities in the six months ended June 30, 2025 was $630 million and primarily included purchases of businesses, net of cash acquired, of $279 million largely related to the acquisition of the remaining 50% interest in NMP, additions to PP&E and internal-use software of $238 million related mostly to new product introductions and manufacturing capacity expansion, and a payment of $178 million for settlement of cross-currency swaps that were designated in net investment hedges. Refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets” for additional information on the NMP acquisition.

Financing Activities
Cash used for financing activities in the six months ended June 30, 2026 was $215 million and primarily included $300 million for repurchases of common stock, partially offset by a net increase in borrowings of $150 million. The net increase in borrowings was primarily driven by $1,150 million of net proceeds from borrowings of $650 million under our Delayed Draw Term Loan and $500 million under our 364-day senior unsecured revolving credit facility, partially offset by $1,000 million from repayments of $500 million of our Term Loan Facility upon maturity and $500 million under our 364-day senior unsecured revolving credit facility. Refer to Note 8, “Borrowings” and Note 11, “Shareholders' Equity” for further information.

Cash generated from financing activities in the six months ended June 30, 2025 was $1,075 million and primarily included $1,487 million of net proceeds from the issuance 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, partially offset by repayment of $250 million of our outstanding Term Loan Facility, and repurchase of common stock for total consideration of $100 million.

___________________
*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 and other commitments is provided in Note 7, “Leases” and Note 14, “Commitments, Guarantees, Product Warranties, and Other Loss Contingencies” to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We also have material cash requirements related to our debt commitments as described in Note 8, “Borrowings” and our pension obligations as described in Note 9, “Postretirement Benefit Plans.”

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 June 30, 2026, we had $10,093 million of total debt compared to $10,003 million as of December 31, 2025. The net increase in debt was due primarily to the $650 million drawdown of the Delayed Draw Term Loan Facility, partially offset by the $500 million repayment of the Term Loan Facility upon maturity.

Our Credit Facilities include a five-year senior unsecured revolving facility that provides borrowings of up to $3,000 million expiring in March 2030, a 364-day senior unsecured revolving facility that provides borrowings of up to $500 million expiring in February 2027, and a Delayed Draw Term Loan Facility with an aggregate committed amount of $650 million maturing in March 2029. As of June 30, 2026 , there were no outstanding borrowings on either of the senior unsecured revolving credit facilities and $650 million outstanding on 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 8 , “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 June 30, 2026 , we were in compliance with the covenant requirements, including the maximum permitted 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 1, “Organization and Basis of Presentation.”

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

ITEM 3. 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. There have been no material changes in our exposure to market risk from those disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026, and that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

During the quarter ended June 30, 2026, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS.

All internal control systems have inherent limitations; as such, they may not prevent or detect all misstatements or all fraud. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and reporting. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that the current control structure may become inadequate for changes in conditions or the degree of compliance with the policies may deteriorate.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information on material pending legal proceedings is incorporated herein by reference to the information set forth in Note 13, “Commitments, Guarantees, Product Warranties, and Other Loss Contingencies” to the financial statements included elsewhere in this Quarterly Report on Form 10-Q .

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES.

Total number of shares purchased
Average price paid per share (1)
(in dollars)
Total number of shares purchased as part of publicly announced programs (2)
Approximate dollar value of shares that may yet be purchased under the programs (1)(2)
(in millions)

April 1, 2026 - April 30, 2026
— 

$
— 

— 

$
700 

May 1, 2026 - May 31, 2026
3,276,004 

61.05 

3,276,004 

500 

June 1, 2026 - June 30, 2026
— 

— 

— 

500 

Total
3,276,004  

$
61.05  

3,276,004  

$
500  

(1) Amounts exclude transaction costs.
(2) 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

DIRECTOR AND OFFICER TRADING ARRANGEMENTS.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

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ITEM 6. EXHIBITS

Number
Description

3.1
Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant ’ s Current Report on Form 8-K filed with the SEC on December 29, 2022).

3.2
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 29, 2022).

10.1
One GE HealthCare Annual Bonus Plan.

31.1
Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended .

31.2
Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended .

32.1
Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 .

101
The following materials from GE HealthCare Technologies Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in inline XBRL (eXtensible Business Reporting Language); (1) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025; (2) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025; (3) Condensed Consolidated Statements of Financial Position as of June 30, 2026 and December 31, 2025; (4) Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and 2025; (5) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025; and (6) Notes to the Condensed Consolidated Financial Statements.

104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GE HealthCare Technologies Inc.

(Registrant)

July 29, 2026
/s/ George A. Newcomb

Date
George A. Newcomb, Controller & Chief Accounting Officer (authorized signatory)

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