UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2026
or
For the transition period from ____ to ____
Commission file number 001-41528
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code) (833 ) 735-1139
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 454,891,786 shares of common stock with a par value of $0.01 per share outstanding as of April 22, 2026.
Table of Contents | ||||||||
Page | ||||||||
Part I. | Financial Information | |||||||
Part II. | Other Information | |||||||
2
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will,” “expect,” “may,” “would,” “could,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “potential,” “position,” “forecast,” “target,” “guidance,” “outlook,” and similar expressions. These forward-looking statements may include, but are not limited to, statements about our business, financial performance, financial condition, and results of operations, including revenue, revenue growth, profit, taxes, earnings per share, and cash flows; changes to our business, operating, and leadership structure and related impacts; the impacts of macroeconomic and market conditions, including the impact of tariffs and other trade restrictions, and volatility on our business, operations, financial results, and financial position and on supply chains and the world economy; our cost structure; our funding and liquidity; the impacts on our business of manufacturing, sourcing, and supply chain management; the impacts on our business of international conflicts, including the Russia and Ukraine conflict and conflicts in the Middle East; share repurchases; risks related to foreign currency exchange, interest rates, and commodity and key material price volatility and availability; demand in the global markets in which we operate; and our strategy, innovation, and acquisitions and investments. These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Factors that could cause our actual results to differ materially from those described in our forward-looking statements include, but are not limited to, operating in highly competitive markets; global geopolitical and economic instability, including as a result of changes in trade and tariff policy, and international conflicts and tensions, including between Ukraine and Russia, in the Middle East, and in other regions; public health crises, epidemics, and pandemics, and their effects on our business; changes in or elimination of government subsidies, and changes in third-party and government reimbursement processes, rates, and contractual relationships, including related to government shutdowns, and changes in the mix of public and private payers; demand for our products, services, or solutions and factors that affect that demand; developments in the market in China; our ability to control increases in healthcare costs and any subsequent effect on demand for our products, services, or solutions; our ability to successfully complete strategic transactions; the actions or inactions of third parties with whom we partner and the various collaboration, licensing, and other partnerships and alliances we have with third parties; the impacts related to our increasing focus on and investment in cloud, edge computing, artificial intelligence (“AI”), and software offerings; management of our supply chain and our ability to cost-effectively secure the materials we need to operate our business; disruptions in our operations; the impact of potential information technology, cybersecurity, or data security breaches; maintenance and protection of our intellectual property rights, as well as maintenance of successful research and development efforts with respect to commercially successful products and technologies; our ability to attract and/or retain key talent and qualified employees; increasing attention to sustainability matters; compliance with the various legal, regulatory, tax, privacy, and other laws to which we are subject, such as the Foreign Corrupt Practices Act and similar anti-corruption and anti-bribery laws globally, and related changes, claims, inquiries, investigations, or actions; the impact of potential product liability claims or potential litigation, arbitration, or similar proceedings; and our level of indebtedness and the impact of complying with the covenants and other terms of our debt instruments on our business. Please also see Item 1A., “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) and any updates or amendments we make in future filings. There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. We do not undertake any obligation to update or revise our forward-looking statements except as required by applicable law or regulation.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| Condensed Consolidated Statements of Income (Unaudited) | ||||||||
For the three months ended March 31 | ||||||||
(In millions, except per share amounts) | 2026 | 2025 | ||||||
Sales of products | $ | $ | ||||||
Sales of services | ||||||||
Total revenues | ||||||||
Cost of products | ||||||||
Cost of services | ||||||||
Gross profit | ||||||||
Selling, general, and administrative | ||||||||
Research and development | ||||||||
Total operating expenses | ||||||||
Operating income | ||||||||
Interest and other financial charges – net | ||||||||
Non-operating benefit (income) costs | ( | ( | ||||||
Other (income) expense – net | ( | ( | ||||||
Income before income taxes | ||||||||
Benefit (provision) for income taxes | ( | ( | ||||||
Net income | ||||||||
Net (income) loss attributable to noncontrolling interests | ( | ( | ||||||
Net income attributable to GE HealthCare | $ | $ | ||||||
Earnings per share attributable to GE HealthCare: | ||||||||
Basic | $ | $ | ||||||
Diluted | ||||||||
Weighted-average number of shares outstanding: | ||||||||
Basic | ||||||||
Diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
| Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | ||||||||
For the three months ended March 31 | ||||||||
(In millions) | 2026 | 2025 | ||||||
Net income attributable to GE HealthCare | $ | $ | ||||||
Net income (loss) attributable to noncontrolling interests | ||||||||
Net income | ||||||||
Other comprehensive income (loss): | ||||||||
Currency translation adjustments – net of taxes | ( | |||||||
Pension and Other Postretirement Plans – net of taxes | ( | ( | ||||||
Cash flow hedges – net of taxes | ( | |||||||
Other comprehensive income (loss) | ( | |||||||
Comprehensive income (loss) | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | ||||||||
Comprehensive income attributable to GE HealthCare | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
| Condensed Consolidated Statements of Financial Position (Unaudited) | ||||||||
As of | ||||||||
(In millions, except share and per share amounts) | March 31, 2026 | December 31, 2025 | ||||||
Cash, cash equivalents, and restricted cash | $ | $ | ||||||
Receivables – net of allowances of $ | ||||||||
Inventories | ||||||||
Contract and other deferred assets | ||||||||
All other current assets | ||||||||
Current assets | ||||||||
Property, plant, and equipment – net | ||||||||
Goodwill | ||||||||
Other intangible assets – net | ||||||||
Deferred income taxes | ||||||||
All other non-current assets | ||||||||
Total assets | $ | $ | ||||||
Short-term borrowings | $ | $ | ||||||
Accounts payable | ||||||||
Contract liabilities | ||||||||
Current compensation and benefits | ||||||||
All other current liabilities | ||||||||
Current liabilities | ||||||||
Long-term borrowings | ||||||||
Non-current compensation and benefits | ||||||||
Deferred income taxes | ||||||||
All other non-current liabilities | ||||||||
Total liabilities | ||||||||
Commitments and contingencies | ||||||||
Redeemable noncontrolling interests | ||||||||
Common stock, par value $ | ||||||||
Treasury stock, at cost, | ( | ( | ||||||
Additional paid-in capital | ||||||||
Retained earnings | ||||||||
Accumulated other comprehensive income (loss) – net | ( | ( | ||||||
Total equity attributable to GE HealthCare | ||||||||
Noncontrolling interests | ||||||||
Total equity | ||||||||
Total liabilities, redeemable noncontrolling interests, and equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
| Condensed Consolidated Statements of Changes in Equity (Unaudited) | |||||||||||||||||||||||||||||
Common stock | Treasury stock | ||||||||||||||||||||||||||||
(In millions, except per share amounts) | Shares | Amount | Shares | Amount | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) – net | Equity attributable to noncontrolling interests | Total equity | ||||||||||||||||||||
Balances as of December 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||
Issuance of shares under equity awards, net of shares withheld for taxes and other | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||
Repurchase of common stock | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||
Net income attributable to GE HealthCare | — | — | — | — | — | — | — | ||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||
Other comprehensive income (loss) attributable to GE HealthCare | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||
Balances as of March 31, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||
Common stock | Treasury stock | ||||||||||||||||||||||||||||
(In millions, except per share amounts) | Shares | Amount | Shares | Amount | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) – net | Equity attributable to noncontrolling interests | Total equity | ||||||||||||||||||||
Balances as of December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||
Issuance of shares under equity awards, net of shares withheld for taxes and other | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||
Net income attributable to GE HealthCare | — | — | — | — | — | — | — | ||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||
Other comprehensive income (loss) attributable to GE HealthCare | — | — | — | — | — | — | — | ||||||||||||||||||||||
Changes in equity attributable to noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||
Balances as of March 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||||||
For the three months ended March 31 | ||||||||
(In millions) | 2026 | 2025 | ||||||
Net income | $ | $ | ||||||
Adjustments to reconcile Net income to Cash from (used for) operating activities: | ||||||||
Depreciation of property, plant, and equipment | ||||||||
Amortization of intangible assets | ||||||||
Gain on remeasurement of Nihon Medi-Physics equity method investment | ( | |||||||
Net periodic postretirement benefit plan (income) expense | ( | ( | ||||||
Postretirement plan contributions | ( | ( | ||||||
Share-based compensation | ||||||||
Provision for income taxes | ||||||||
Cash paid during the year for income taxes | ( | ( | ||||||
Changes in operating assets and liabilities, excluding the effects of acquisitions: | ||||||||
Receivables | ||||||||
Inventories | ( | ( | ||||||
Contract and other deferred assets | ( | |||||||
Accounts payable | ||||||||
Contract liabilities | ( | |||||||
Current compensation and benefits | ( | ( | ||||||
All other operating activities – net | ( | ( | ||||||
Cash from (used for) operating activities | ||||||||
Cash flows – investing activities | ||||||||
Additions to property, plant and equipment and internal-use software | ( | ( | ||||||
Purchases of businesses, net of cash acquired | ( | ( | ||||||
Purchases of investments | ( | ( | ||||||
All other investing activities – net | ( | |||||||
Cash from (used for) investing activities | ( | ( | ||||||
Cash flows – financing activities | ||||||||
Net increase (decrease) in borrowings (maturities of 90 days or less) | ( | |||||||
Newly issued debt, net of debt issuance costs (maturities longer than 90 days) | ||||||||
Repayments and other reductions (maturities longer than 90 days) | ( | ( | ||||||
Dividends paid to stockholders | ( | ( | ||||||
Repurchase of common stock | ( | |||||||
Proceeds from stock issued under employee benefit plans | ||||||||
Taxes paid related to net share settlement of equity awards | ( | ( | ||||||
All other financing activities – net | ( | ( | ||||||
Cash from (used for) financing activities | ( | |||||||
Effect of foreign currency rate changes on cash, cash equivalents, and restricted cash | ( | |||||||
Increase (decrease) in cash, cash equivalents, and restricted cash | ( | ( | ||||||
Cash, cash equivalents, and restricted cash at beginning of year | ||||||||
Cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||
Supplemental disclosure of cash flows information | ||||||||
Cash paid during the year for interest | $ | ( | $ | ( | ||||
Non-cash investing activities | ||||||||
Acquired but unpaid property, plant, and equipment | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
NOTES TO THE CONDENSED 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 condensed 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 interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. 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. Operating results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for the fiscal year as a whole. The December 31, 2025 period presented on the Condensed Consolidated Statement of Financial Position was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. 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.
The financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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”).
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. 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.
RECENT ACCOUNTING PRONOUNCEMENTS.
We evaluate Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not included in our disclosures were assessed and determined to either be not applicable or are not expected to have a significant impact on our financial statements.
In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 addresses investor requests for more transparency about expense information through the disaggregation of relevant expense captions in the notes to the financial statements. The provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. We expect the adoption to increase disclosures in our notes to the financial statements.
In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), Intangibles - Goodwill and Other - Internal-Use Software (subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the accounting for internal-use software by eliminating the concept of development stages. Under the updated guidance, software costs are capitalized once management has authorized and committed to funding the project, and it is probable the project will be completed and the software will be used to perform the function intended. The provisions of ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. We are currently evaluating the effect that ASU 2025-06 will have on our financial statements.
NOTE 2. REVENUE RECOGNITION
Our revenues primarily consist of sales of products and services to customers. Products include equipment, imaging agents, software-related offerings, and upgrades. Services include contractual and stand-by preventative maintenance and corrective services, as well as related parts and labor, extended warranties, training, and other service-type offerings. The Company recognizes revenue from contracts with customers when the customer obtains control of the underlying products or services.
9
CONTRACT AND OTHER DEFERRED ASSETS.
Contract assets reflect revenue recognized on contracts with customers in excess of billings based on contractual terms. Contract assets are classified as current or non-current based on the amount of time expected to lapse until the Company’s right to consideration becomes unconditional. Other deferred assets consist of costs to obtain contracts, primarily commissions, other cost deferrals for shipped products, and deferred service, labor, and direct overhead costs.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Contract assets | $ | $ | ||||||
Other deferred assets | ||||||||
Contract and other deferred assets | ||||||||
Non-current contract assets(1) | ||||||||
Non-current other deferred assets(1) | ||||||||
Total contract and other deferred assets | $ | $ | ||||||
(1)Non-current contract and other deferred assets are recognized within All other non-current assets in the Condensed Consolidated Statements of Financial Position.
CONTRACT LIABILITIES.
Contract liabilities include customer advances and deposits received when orders are placed and billed in advance of completion of performance obligations. Contract liabilities are classified as current or non-current based on the periods over which these remaining performance obligations are expected to be satisfied with our customers.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Contract liabilities | $ | $ | ||||||
Non-current contract liabilities(1) | ||||||||
Total contract liabilities | $ | $ | ||||||
(1)Non-current contract liabilities are recognized within All other non-current liabilities in the Condensed Consolidated Statements of Financial Position.
Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $783 million and $752 million for the three months ended March 31, 2026 and 2025, respectively.
REMAINING PERFORMANCE OBLIGATIONS.
Remaining performance obligations (“RPO”) represents the estimated revenue expected from customer contracts that are partially or fully unperformed inclusive of amounts deferred in contract liabilities, excluding contracts, or portions thereof, that provide the customer with the right to cancel or terminate without incurring a substantive penalty. RPO also excludes estimated revenue from arrangements where we lease equipment manufactured by the Company to customers.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Products | $ | $ | ||||||
Services | ||||||||
Total RPO | $ | $ | ||||||
We expect to recognize substantially all of the revenue for our product-related RPO within two years and services-related RPO within five years .
NOTE 3. SEGMENT INFORMATION
As of March 31, 2026, GE HealthCare’s operations are organized and managed through four
10
The Company’s organizational structure is based upon the availability of separate financial information that is evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) for the purpose of assessing performance and allocating resources. The Company’s CODM is our Chief Executive Officer. The CODM assesses segment performance using Total revenues and an earnings metric defined as “Segment EBIT.” Segment EBIT is calculated as Income before income taxes in our Condensed Consolidated Statements of Income excluding the impact of the following: Interest and other financial charges – net, Non-operating benefit (income) costs, restructuring costs, acquisition and disposition-related benefits (charges), gain (loss) on business and asset dispositions, Spin-Off and separation costs, amortization of acquisition-related intangible assets, and investment revaluation gain (loss). Segment EBIT is also used in the annual budget and periodic forecasting processes and informs the CODM in decision making regarding the allocation of resources to the segments.
Total Revenues by Segment | For the three months ended March 31 | |||||||
2026 | 2025 | |||||||
Total Imaging | $ | $ | ||||||
AVS: | ||||||||
Procedural Guidance | ||||||||
Specialized Ultrasound | ||||||||
Total AVS | ||||||||
PCS: | ||||||||
Monitoring Solutions | ||||||||
Life Support Solutions | ||||||||
Total PCS | ||||||||
Total PDx | ||||||||
Other(1) | ||||||||
Total revenues | $ | $ | ||||||
(1) Financial information not presented within the reportable segments, shown within the Other category, represents HealthCare Financial Services (“HFS”) which does not meet the definition of an operating segment.
Significant Expenses by Segment | For the three months ended March 31 | |||||||
2026 | 2025 | |||||||
Imaging: | ||||||||
Cost of sales | $ | $ | ||||||
Other segment items(1) | ||||||||
Total Imaging | $ | $ | ||||||
AVS: | ||||||||
Cost of sales | $ | $ | ||||||
Other segment items(1) | ||||||||
Total AVS | $ | $ | ||||||
PCS: | ||||||||
Cost of sales | $ | $ | ||||||
Other segment items(1) | ||||||||
Total PCS | $ | $ | ||||||
PDx: | ||||||||
Cost of sales | $ | $ | ||||||
Other segment items(1) | ||||||||
Total PDx | $ | $ | ||||||
(1) Other segment items for each segment includes selling, general, administrative, research, and development related expenses, as well as other segment income and expenses.
11
Segment EBIT | For the three months ended March 31 | |||||||
2026 | 2025 | |||||||
Segment EBIT | ||||||||
Imaging | $ | $ | ||||||
AVS | ||||||||
PCS | ||||||||
PDx | ||||||||
Other(1) | ||||||||
Restructuring costs | ( | ( | ||||||
Acquisition and disposition-related benefits (charges) | ( | ( | ||||||
Gain (loss) on business and asset dispositions | ||||||||
Spin-Off and separation costs | ( | ( | ||||||
Amortization of acquisition-related intangible assets | ( | ( | ||||||
Investment revaluation gain (loss) | ( | |||||||
Interest and other financial charges – net | ( | ( | ||||||
Non-operating benefit income (costs) | ||||||||
Income before income taxes | $ | $ | ||||||
(1) Financial information not presented within the reportable segments, shown within the Other category, primarily represents HFS which does not meet the definition of an operating segment.
The following table represents the depreciation and amortization amounts reported within the Segment EBIT metric for our reportable segments. Depreciation and amortization expense related to shared property, plant, and equipment and intangibles, exclusive of acquisition-related intangible assets, has been fully allocated to our segments and those allocations are reflected in the amounts presented in the table below. These amounts are included within Cost of sales and Other segment items disclosed in the Significant Expenses by Segment table above.
Depreciation and Amortization by Segment | For the three months ended March 31 | |||||||
2026 | 2025 | |||||||
Imaging | $ | $ | ||||||
AVS | ||||||||
PCS | ||||||||
PDx | ||||||||
The Company does not report total assets by segment as the Company’s CODM does not assess performance, make strategic decisions, or allocate resources based on assets.
NOTE 4. RECEIVABLES
Current Receivables | As of | ||||||||||
March 31, 2026 | December 31, 2025 | ||||||||||
Current customer receivables(1) | $ | $ | |||||||||
Non-income based tax receivables | |||||||||||
Other sundry receivables | |||||||||||
Current sundry receivables | |||||||||||
Allowance for credit losses | ( | ( | |||||||||
Total current receivables – net | $ | $ | |||||||||
(1) Chargebacks, which are primarily related to our PDx business, are generally settled through issuance of credits, typically within one month of initial recognition, and are recorded as a reduction to Current customer receivables. Balances related to chargebacks were $87 million and $148 million as of March 31, 2026 and December 31, 2025, respectively. The decrease in chargebacks is primarily due to lower wholesaler product levels.
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Long-Term Receivables | As of | |||||||
March 31, 2026 | December 31, 2025 | |||||||
Long-term customer receivables | $ | $ | ||||||
Non-income based tax receivables | ||||||||
Other sundry receivables | ||||||||
Long-term sundry receivables | ||||||||
Allowance for credit losses | ( | ( | ||||||
Total long-term receivables – net | $ | $ | ||||||
Long-term receivables are recognized within All other non-current assets in the Condensed Consolidated Statements of Financial Position.
NOTE 5. FINANCING RECEIVABLES
Current financing receivables and non-current financing receivables are recognized within All other current assets and All other non-current assets, respectively, in the Condensed Consolidated Statements of Financial Position.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Loans receivable, at amortized cost | $ | $ | ||||||
Investment in finance leases, net of deferred income | ||||||||
Allowance for credit losses | ( | ( | ||||||
Current financing receivables – net | $ | $ | ||||||
Loans receivable, at amortized cost | $ | $ | ||||||
Investment in finance leases, net of deferred income | ||||||||
Allowance for credit losses | ( | ( | ||||||
Non-current financing receivables – net | $ | $ | ||||||
As of March 31, 2026 and December 31, 2025, 1 1 1
NOTE 6. OPERATING LEASES
As a lessee, the Company leases certain logistics, office, and manufacturing facilities, as well as vehicles and other equipment. Certain of the Company’s leases may include options to extend. Our operating lease right-of-use (“ROU”) assets are recognized within Property, plant, and equipment – net and our operating lease liabilities are recognized within All other current liabilities and All other non-current liabilities, in the Condensed Consolidated Statements of Financial Position, as detailed below.
Operating Lease Assets and Liabilities | As of | |||||||
March 31, 2026 | December 31, 2025 | |||||||
Operating lease ROU assets, net of amortization | $ | $ | ||||||
Current operating lease liabilities | ||||||||
Non-current operating lease liabilities | ||||||||
Total operating lease liabilities | $ | $ | ||||||
The total lease expense related to our operating lease portfolio was $63 million and $62 million for the three months ended March 31, 2026 and 2025, respectively.
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NOTE 7. ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS
ACQUISITIONS.
Intelerad
On March 18, 2026, the Company acquired 100 % of the stock of Intelerad for approximately $2,297 million in cash, net of cash acquired. The purchase was funded by the proceeds of senior unsecured notes issued in the fourth quarter of 2025, together with new borrowings under a delayed draw term loan facility and cash on hand. See Note 8, “Borrowings” for additional information on the borrowings. Intelerad is included in the Company’s Imaging segment.
Intelerad is a leading medical imaging software and digital enterprise workflow solutions company with a significant presence in outpatient ambulatory care settings, which the Company believes complements our strength in hospital-based imaging.
The preliminary fair values of the assets and liabilities assumed in connection with the acquisition of Intelerad are as follows.
Preliminary allocation | |||||
Receivables | $ | ||||
Contract assets | |||||
Property, plant, and equipment | |||||
Goodwill | |||||
Other intangible assets | |||||
All other current and non-current assets | |||||
Accounts payable | ( | ||||
Contract liabilities | ( | ||||
Other current liabilities | ( | ||||
Deferred income taxes | ( | ||||
All other non-current liabilities(1) | ( | ||||
Total net assets post acquisition | $ | ||||
(1) All other non-current liabilities primarily includes tax reserves.
The initial allocation of the purchase price for the Intelerad acquisition to the tangible and identifiable intangible assets acquired and liabilities assumed, as presented in the table above, is based on the Company’s preliminary estimates of fair value. As of March 31, 2026, the valuation of the assets acquired and liabilities assumed is not yet finalized. The preliminary purchase price allocation required estimates and assumptions, including, but not limited to, estimates of future cash flows, direct costs, and appropriate discount rates. Accordingly, the preliminary allocation is subject to revision as additional information becomes available and as further analyses are completed. The items subject to adjustment primarily relate to contract assets, intangible assets, and deferred income taxes. The Company’s management believes the preliminary amounts recognized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions.
Other intangibles relate to $833 million of definite-lived intangible assets, primarily consisting of developed technology, customer relationships, and trade names. The acquired definite-lived intangibles are being amortized over a weighted-average estimated useful life of approximately 12 years. The estimated fair value of intangibles was determined using the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of cash flows an asset would generate over its useful life.
Goodwill recognized in connection with the Intelerad acquisition, recorded within the Imaging segment, is not deductible for income tax purposes. The goodwill primarily reflects expected synergies and other strategic benefits associated with the integration of Intelerad’s technology into the Company’s market offerings and imaging technologies.
Deferred income tax liabilities include the expected U.S. federal, state, and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax basis.
Our unaudited supplemental pro forma consolidated financial information for the three months ended March 31, 2026 and 2025, including the results of operations for Intelerad as if the Intelerad acquisition had been completed on January 1, 2025, is as follows.
For the three months ended March 31 | ||||||||
2026 | 2025 | |||||||
Total revenues | $ | $ | ||||||
Net income attributable to GE HealthCare | ||||||||
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The unaudited supplemental pro forma consolidated financial information was prepared using the acquisition method of accounting and was based on the historical financial information of Intelerad. In order to reflect the occurrence of the acquisition on January 1, 2025, the unaudited supplemental pro forma financial information includes adjustments to reflect the following: (i) incremental amortization expense based on the current preliminary fair values of the identifiable intangible assets; (ii) the additional interest expense associated with the issuance of debt to finance the acquisition; and (iii) the reclassification of transaction and other acquisition-related costs incurred during the three months ended March 31, 2026, to the three months ended March 31, 2025. The unaudited supplemental pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition been completed on January 1, 2025. In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.
icometrix
On November 7, 2025, the Company acquired 100 % of the stock of icometrix NV (“icometrix”) for approximately $98 million of upfront payment, net of cash acquired and potential earn-out payments up to $35 million based on sales targets over two years . icometrix is focused on providing AI-powered brain imaging analysis for neurological disorders such as Alzheimer’s disease. Through this acquisition, we expect to integrate the icometrix platform with our MRI systems. icometrix is included in the Company’s Imaging segment.
The preliminary purchase price allocation resulted in goodwill of $74 million, intangible assets of $34 million, and deferred tax liabilities of $9 million. Purchase price allocations are based on preliminary valuations. Our estimates and assumptions are subject to change within the measurement period. The goodwill associated with the acquired business is non-deductible for tax purposes.
Nihon Medi-Physics
On March 31, 2025, the Company acquired the remaining 50 % interest in Nihon Medi-Physics Co., Ltd. (“NMP”) from joint venture partner Sumitomo Chemical for net cash consideration of $271 million. NMP is a leading pharmaceutical manufacturer in Japan, focused on radiopharmaceuticals, which are used to enable clinical images across neurology, cardiology, and oncology procedures, as well as nonclinical and clinical development of radiotracers and theranostics research. Their product portfolio includes several GE HealthCare radiopharmaceuticals. NMP is included in the Company’s PDx segment.
On March 31, 2025, the fair value of the Company’s existing 50 % interest in NMP was determined to be $301 million based on the cash consideration exchanged for acquiring the remaining 50 % equity interest. The carrying value of our 50 % interest was $204 million. The Company recognized a net gain of $97 million resulting from this remeasurement to fair value. This gain included the reclassification of certain amounts related to the Company’s 50 % interest out of Accumulated other comprehensive income (loss) – net (“AOCI”) including foreign currency translation gains of $63 million and losses related to a defined benefit pension plan of $8 million. The net gain from this remeasurement was recorded in Other (income) expense – net in the Company’s Condensed Consolidated Statements of Income for the three months ended March 31, 2025.
The following table provides a summary of the purchase price consideration transferred for the acquisition of NMP.
Purchase consideration | |||||
Cash consideration, net of cash acquired | $ | ||||
Fair value of previously held interest in NMP | |||||
Fair value of contingent consideration | |||||
Total allocable purchase price | $ | ||||
The fair values of the assets and liabilities assumed in connection with the acquisition of NMP, which were finalized in the first quarter of 2026 without material adjustment, are as follows.
Purchase price allocation | |||||
Receivables | $ | ||||
Inventories | |||||
All other current assets(1) | |||||
Property, plant, and equipment | |||||
Goodwill | |||||
Other intangible assets | |||||
All other non-current assets | |||||
Deferred income taxes | ( | ||||
All other non-current liabilities | ( | ||||
Other(2) | ( | ||||
Total net assets post acquisition | $ | ||||
(1) All other current assets includes $35 million of indemnification assets, with the underlying indemnified liabilities recorded in All other non-current liabilities.
(2) Other includes Accounts payable, All other current liabilities, and Current compensation and benefits.
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Property, plant, and equipment is mostly comprised of land, buildings, equipment (including machinery, furniture, and fixtures) and construction in process. The fair value of property, plant, and equipment was determined using a market participant approach.
Other intangibles relate to $235 million of definite-lived intangible assets, primarily consisting of developed product market authorization rights and customer relationships. The acquired definite-lived intangibles are being amortized over a weighted-average estimated useful life of approximately 13 years. The estimated fair value of intangibles was determined using the income approach.
Other intangibles relate to $
The goodwill associated with NMP, recorded within the PDx segment, is non-deductible for tax purposes and is attributed to expected synergies with NMP’s existing assets and workforce that are expected to allow the Company greater access and growth in the Japan market.
Included in All other non-current liabilities are asset retirement obligations and decommissioning liabilities of $124 million, which were assumed in the transaction.
NMP has a defined benefit pension plan which has pension assets of $71 million and pension liabilities of $33 million, a net asset of $38 million, which we acquired in the transaction and is included in All other non-current assets.
Deferred income tax liabilities include the expected U.S. federal, state, and foreign tax consequences associated with temporary differences between the fair values of the assets acquired and liabilities assumed and the respective tax basis.
If the acquisition of NMP had taken place as of the beginning of 2024, consolidated revenues and earnings would not have been significantly different than reported amounts.
GOODWILL.
Imaging | AVS | PCS | PDx | Total | |||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||
Acquisitions(1) | |||||||||||||||||
Foreign currency exchange and other | ( | ( | ( | ( | ( | ||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||
(1) Includes the purchase of Intelerad recorded within our Imaging segment, as described above.
We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates. We did not identify any reporting units that required an interim impairment test since the last annual impairment testing date.
OTHER INTANGIBLE ASSETS.
As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||
Definite-lived assets | |||||||||||||||||||||||
Customer-related | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
Patents and technology | ( | ( | |||||||||||||||||||||
Capitalized software | ( | ( | |||||||||||||||||||||
Trademarks and other | ( | ( | |||||||||||||||||||||
Total definite-lived assets | ( | ( | |||||||||||||||||||||
Indefinite-lived assets(1) | — | — | |||||||||||||||||||||
Total other intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
(1) Indefinite-lived intangible assets relate to acquired in-process research and development prior to project completion and are not amortized.
NOTE 8. BORROWINGS
The Company’s borrowings include the senior unsecured notes and credit agreements detailed below.
Senior Unsecured Notes
As of March 31, 2026, the Company’s borrowings include $9,500 million aggregate principal amount of senior unsecured notes in nine series with maturity dates ranging from 2027 through 2052 (collectively, the “Notes”).
16
Credit Facilities
In the first quarter of 2026, the Company terminated its existing $500 million 364-day senior unsecured revolving credit facility. It was replaced with a new 364-day senior unsecured revolving credit facility in an aggregate committed amount of $500 million. The terms of the new facility are substantially similar to those of the terminated facility.
The Company has credit agreements providing for:
•a five-year senior unsecured revolving credit facility in an aggregate committed amount of $3,000 million, maturing on March 27, 2030;
•a 364-day senior unsecured revolving credit facility in an aggregate committed amount of $500 million, maturing on February 25, 2027; and
•a three-year senior unsecured delayed draw term loan credit facility in an aggregate principal amount of $650 million, maturing on March 16, 2029 (the “Delayed Draw Term Loan Facility” and, together with the five-year senior unsecured revolving credit facility and the 364-day senior unsecured revolving credit facility, the “Credit Facilities”).
In the first quarter of 2026, in connection with the acquisition of Intelerad, the Company borrowed $500 million under the 364-day senior unsecured revolving credit facility and subsequently completed a $650 million drawdown of the Delayed Draw Term Loan Facility, which had aggregate lender commitments of $750 million. The $100 million of unused lender commitments for the Delayed Draw Term Loan Facility automatically terminated upon completion of the drawdown. Immediately following the acquisition, the Company repaid $500 million under the 364-day senior unsecured revolving credit facility. Refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets” for more information on our Intelerad acquisition.
There were no five-year senior unsecured revolving credit facility or the 364-day senior unsecured revolving credit facility as of March 31, 2026 and December 31, 2025, respectively.
Borrowings Composition | As of | |||||||
March 31, 2026 | December 31, 2025 | |||||||
$ | $ | |||||||
Floating rate Delayed Draw Term Loan Facility due March 16, 2029 | ||||||||
Floating rate Term Loan Facility due January 2, 2026(1) | ||||||||
Other | ||||||||
Total principal debt issued | ||||||||
Less: Unamortized debt issuance costs and discounts | ||||||||
Add: Cumulative basis adjustment for fair value hedges | ||||||||
Total borrowings | ||||||||
Less: Short-term borrowings(2) | ||||||||
Long-term borrowings | $ | $ | ||||||
(1) In the first quarter of 2026, the Company repaid $500 million of the remaining Term Loan Facility upon maturity.
(2) Short-term borrowings as of March 31, 2026 and December 31, 2025 includes $2 million and $502 million, respectively, related to the current portion of our long-term borrowings, net of unamortized debt issuance costs and discounts.
See Note 12, “Financial Instruments and Fair Value Measurements” for further information about borrowings and associated derivatives contracts.
LETTERS OF CREDIT, GUARANTEES, AND OTHER COMMITMENTS.
As of March 31, 2026 and December 31, 2025, the Company had bank guarantees and surety bonds of approximately $1,161 million and $1,149 million, respectively, related to certain commercial contracts. Additionally, we have issued approximately $20 million and $22 million of guarantees as of March 31, 2026 and December 31, 2025, respectively, primarily related to residual value and credit guarantees on equipment sold to third-party finance companies. Our Condensed Consolidated Statements of Financial Position reflect a liability of $3
17
NOTE 9. POSTRETIREMENT BENEFIT PLANS
We sponsor a number of pension and retiree health and life insurance benefit plans that we present in three categories: U.S. Plans, International Plans, and Other Postretirement Plans (“OPEB Plans”). Refer to Note 10, “Postretirement Benefit Plans” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for further information. Pension plans with pension assets or obligations less than $50 million are not included in the results below.
Components of Expense (Income) | U.S. Plans | International Plans | OPEB Plans | |||||||||||||||||||||||
For the three months ended March 31, | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Service cost – Operating | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Interest cost | ||||||||||||||||||||||||||
Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
Amortization of net loss (gain) | ( | ( | ( | |||||||||||||||||||||||
Amortization of prior service cost (credit) | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
Special termination cost | ||||||||||||||||||||||||||
Non-operating | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||
Net periodic expense (income) | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||
In the three months ended March 31, 2026, the Company made cash payments totaling $45 million to its U.S. Plans, $10 million to its International Plans, and $42 million to its OPEB Plans. As of March 31, 2026, the Company expects to make total cash contributions of approximately $350 million to these plans in 2026. The Company funds annually, at a minimum, the statutorily required minimum amount for our qualified plans. Non-qualified plans are unfunded and we pay benefits from our cash on hand.
Defined Contribution Plan
GE HealthCare sponsors a defined contribution plan for its eligible U.S. employees. Expenses associated with our employees’ participation in GE HealthCare’s defined contribution plan were $48 million and $45 million for the three months ended March 31, 2026 and 2025, respectively.
NOTE 10. INCOME TAXES
Our effective income tax rate was 18.6 % and 15.0 % for the three months ended March 31, 2026 and 2025, respectively. The tax rate for the three months ended March 31, 2026 is lower than the U.S. statutory rate primarily due to the use of tax attributes, and foreign-derived deduction eligible income and research and development (“R&D”) benefits, partially offset by geographic earnings mix, withholding taxes, and state taxes.
The tax rate for the three months ended March 31, 2025 is lower than the U.S. statutory rate primarily due to foreign income tax reserve releases for tax years which are no longer subject to an assessment from the local taxing authorities, the remeasurement gain that was recorded due to the NMP acquisition which is not taxable, and R&D benefits, partially offset by withholding taxes, geographic earnings mix, and state taxes.
The Company is currently being audited in a number of jurisdictions for the tax years 2004-2024, including China, France, Germany, India, Japan, Norway, the United Kingdom, and the United States.
NOTE 11. SHAREHOLDERS' EQUITY
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) – NET.
Changes in AOCI by component were as follows.
For the three months ended March 31, 2026 | ||||||||||||||
Currency translation adjustments(1) | Pension and Other Postretirement Plans | Cash flow hedges | Total AOCI | |||||||||||
December 31, 2025 | $ | ( | $ | $ | $ | ( | ||||||||
Other comprehensive income (loss) before reclassifications – net of taxes of $( | ( | |||||||||||||
Reclassifications from AOCI – net of taxes(2) of $ | ( | ( | ( | |||||||||||
Other comprehensive income (loss) | ( | ( | ( | |||||||||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests | ( | ( | ||||||||||||
March 31, 2026 | $ | ( | $ | $ | $ | ( | ||||||||
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For the three months ended March 31, 2025 | ||||||||||||||
Currency translation adjustments(1) | Pension and Other Postretirement Plans | Cash flow hedges | Total AOCI | |||||||||||
December 31, 2024 | $ | ( | $ | $ | $ | ( | ||||||||
Other comprehensive income (loss) before reclassifications – net of taxes of $ | ( | ( | ||||||||||||
Reclassifications from AOCI – net of taxes(2)(3) of $ | ( | |||||||||||||
Other comprehensive income (loss) | ( | ( | ||||||||||||
Less: Other comprehensive income (loss) attributable to noncontrolling interests | ||||||||||||||
March 31, 2025 | $ | ( | $ | $ | $ | ( | ||||||||
(1) The amount of Currency translation adjustments recognized in Other comprehensive income (loss) (“OCI”) included net gains (losses) relating to net investment hedges, as further discussed in Note 12, “Financial Instruments and Fair Value Measurements.”
(2) Reclassifications from AOCI into earnings for Pension and Other Postretirement Plans are recognized within Non-operating benefit (income) costs, while Cash flow hedges are recognized within Cost of products and Cost of services in our Condensed Consolidated Statements of Income.
(3) Includes net of tax impact of $63 million of gains to Currency translation adjustments and $8 million of losses to Pension and Other Postretirement Plans related to the derecognition of the prior NMP equity method investment. Refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets” for additional information on the NMP acquisition.
SHARE REPURCHASES.
On April 30, 2025, our Board of Directors authorized a share repurchase program (the “repurchase program”) for up to $1,000 million of our common stock. The repurchase program does not have an expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended or terminated at any time at the Company's discretion. During the quarter ended March 31, 2026, we repurchased 1.4 million shares under the repurchase program for total consideration of approximately $100 million. As of March 31, 2026, we had $700 million available under the repurchase program authorization.
NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
DERIVATIVES AND HEDGING.
Our primary objective in executing and holding derivative contracts is to reduce the volatility of earnings and cash flows associated with risks related to foreign currency exchange rates, interest rates, and equity prices. These derivative contracts reduce, but do not entirely eliminate, the aforementioned risks. Our policy is to use derivative contracts solely for managing risks and not for speculative purposes.
Cash Flow Hedges
For derivative instruments designated as cash flow hedges, changes in the fair value of designated hedging instruments are initially recorded as a component of AOCI and subsequently reclassified to earnings in the period in which the hedged transaction affects earnings and to the same financial statement line item impacted by the hedged transaction. As of March 31, 2026, we expect to reclassify $29 million of pre-tax net deferred gains associated with designated cash flow hedges to earnings in the next 12 months, contemporaneously with the impact on earnings of the related hedged transactions.
Within the Condensed Consolidated Statements of Cash Flows, cash flows associated with derivatives designated as cash flow hedges are recorded in All other operating activities – net.
Net Investment Hedges
We use cross-currency interest rate swaps and foreign currency forward contracts in combination with foreign currency option contracts to hedge the foreign currency risk associated with our net investment in foreign operations. As of March 31, 2026, these contracts were designated as hedges of our net investment in foreign operations, primarily in Euro and Chinese Renminbi currencies.
Within the Condensed Consolidated Statements of Cash Flows, cash flows associated with derivatives designated as net investment hedges are recorded in All other investing activities – net and cash flows from the periodic interest settlements on the cross-currency swaps are recorded in All other operating activities – net.
Fair Value Hedges
We use interest rate swaps to hedge the interest rate risk on our fixed rate borrowings. These derivatives are designated as fair value hedges to hedge the changes in fair value due to benchmark interest rate risk of specific designated cash flows of our senior unsecured notes.
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We record the changes in fair value on these swap contracts in Interest and other financial charges – net in our Condensed Consolidated Statements of Income, the same line item where the offsetting change in the fair value of the designated cash flows of the senior unsecured note is recorded as a basis adjustment.
Within the Condensed Consolidated Statements of Cash Flows, cash flows for the periodic interest settlements on the interest rate swaps are recorded in All other operating activities – net.
Derivatives Not Designated as Hedging Instruments
We also execute derivative instruments, such as foreign currency forward contracts and equity-linked total return swaps, which are not designated as qualifying hedges. These derivatives serve as economic hedges of foreign currency exchange rate and equity price risks. We also identify and record foreign currency-related features in our purchase or sales contracts where the currency is not the local or functional currency of any substantive party to the contract as embedded derivatives.
The changes in fair value of derivatives not designated as qualifying hedge transactions are recorded in Cost of products, Cost of services, Selling, general, and administrative (“SG&A”), and Other (income) expense – net in the Condensed Consolidated Statements of Income based on the nature of the underlying hedged transaction. Changes in fair value of embedded derivatives are recognized in Other (income) expense – net in the Condensed Consolidated Statements of Income.
Within the Condensed Consolidated Statements of Cash Flows, cash flows associated with derivatives not designated but used as economic hedges are recorded, based on the nature of the underlying hedged transaction, in All other operating activities – net and All other investing activities – net, and cash flows related to embedded derivatives are recorded in All other operating activities – net.
The following table presents the gross fair values of our outstanding derivative instruments.
Fair Value of Derivatives | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||
Gross Notional | Fair Value – Assets | Fair Value – Liabilities | Gross Notional | Fair Value – Assets | Fair Value – Liabilities | ||||||||||||||||||
Foreign currency forward contracts | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Derivatives accounted for as cash flow hedges | |||||||||||||||||||||||
Cross-currency swaps | |||||||||||||||||||||||
Foreign currency forward and options contracts | |||||||||||||||||||||||
Derivatives accounted for as net investment hedges | |||||||||||||||||||||||
Interest rate swaps | |||||||||||||||||||||||
Derivatives accounted for as fair value hedges | |||||||||||||||||||||||
Foreign currency forward contracts | |||||||||||||||||||||||
Other derivatives(1) | |||||||||||||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||||||||||
Total derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||
(1) Other derivatives are comprised of embedded derivatives and derivatives related to equity contracts.
The following table presents amounts recorded in Long-term borrowings in the Condensed Consolidated Statements of Financial Position related to cumulative basis adjustment for fair value hedges.
March 31, 2026 | December 31, 2025 | ||||||||||||||||
Carrying amount | Cumulative basis adjustment included in the carrying amount | Carrying amount | Cumulative basis adjustment included in the carrying amount | ||||||||||||||
$ | $ | $ | $ | ||||||||||||||
Under the master arrangements with the respective counterparties to our derivative contracts, in certain circumstances and subject to applicable requirements, we are allowed to net settle transactions with a single net amount payable by one party to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis in our Condensed Consolidated Statements of Financial Position and in the table above.
As of March 31, 2026 and December 31, 2025, the potential effect of rights of offset associated with the derivative contracts would be an offset to both assets and liabilities by $120 million and $107 million, respectively.
The table below presents the pre-tax gains (losses) recognized in OCI associated with the Company’s cash flow and net investment hedges.
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Pre-tax Gains (Losses) Recognized in OCI Related to Cash Flow and Net Investment Hedges | ||||||||
For the three months ended March 31 | ||||||||
2026 | 2025 | |||||||
Cash flow hedges | $ | $ | ( | |||||
Net investment hedges(1) | ( | |||||||
(1) Amounts recognized in OCI for excluded components for the periods presented were immaterial.
The tables below present the gains (losses) on our derivative financial instruments and hedging activity in the Condensed Consolidated Statements of Income.
Derivative Financial Instruments and Hedging Activity | |||||||||||||||||
For the three months ended March 31, 2026 | |||||||||||||||||
Cost of products | Cost of services | SG&A | Interest and other financial charges – net | Other(4) | |||||||||||||
Foreign currency forward contracts | $ | $ | $ | $ | $ | ||||||||||||
Effects of cash flow hedges | |||||||||||||||||
Cross-currency swaps | |||||||||||||||||
Foreign currency forward and options contracts | |||||||||||||||||
Effects of net investment hedges(1) | |||||||||||||||||
Interest rate swaps(2) | ( | ||||||||||||||||
Debt basis adjustment on Long-term borrowings | |||||||||||||||||
Effects of fair value hedges | |||||||||||||||||
Foreign currency forward contracts | |||||||||||||||||
Other derivatives(3) | ( | ( | |||||||||||||||
Effects of derivatives not designated as hedging instruments | ( | ( | |||||||||||||||
For the three months ended March 31, 2025 | |||||||||||||||||
Cost of products | Cost of services | SG&A | Interest and other financial charges – net | Other(4) | |||||||||||||
Foreign currency forward contracts | $ | ( | $ | ( | $ | $ | $ | ||||||||||
Effects of cash flow hedges | ( | ( | |||||||||||||||
Cross-currency swaps | |||||||||||||||||
Foreign currency forward and option contracts | |||||||||||||||||
Effects of net investment hedges(1) | |||||||||||||||||
Interest rate swaps(2) | |||||||||||||||||
Debt basis adjustment on Long-term borrowings | ( | ||||||||||||||||
Effects of fair value hedges | ( | ||||||||||||||||
Foreign currency forward contracts | ( | ||||||||||||||||
Other derivatives(3) | ( | ( | |||||||||||||||
Effects of derivatives not designated as hedging instruments | ( | ( | |||||||||||||||
(1) Changes in fair value related to components other than the spot rate are excluded from effectiveness testing for the three months ended March 31, 2026 and 2025.
(2) Amount includes interest income (expense) on interest rate derivatives of $1 million and $(4 ) million for the three months ended March 31, 2026 and 2025, respectively.
(3) Other derivatives are comprised of embedded derivatives and derivatives related to equity contracts.
(4) Amounts are inclusive of gains (losses) in Other (income) expense – net in the Condensed Consolidated Statements of Income.
FAIR VALUE MEASUREMENTS.
The following table represents assets and liabilities that are recorded and measured at fair value on a recurring basis.
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Fair Value of Assets and Liabilities Measured on a Recurring Basis | |||||||||||||||||||||||||||||
As of March 31, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||
Money market funds | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Investment securities | |||||||||||||||||||||||||||||
Derivatives | |||||||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||
Derivatives | |||||||||||||||||||||||||||||
Contingent consideration | |||||||||||||||||||||||||||||
Cash equivalents
As of March 31, 2026 and December 31, 2025, Cash, cash equivalents, and restricted cash of $2,285 million and $4,512 million, respectively, included money market funds of $293 million and $399 million, and other cash equivalents of $1,163 million and $3,046 million, respectively. The carrying values of the other cash equivalents approximates the fair value due to their short maturities and are valued using Level 1 or Level 2 inputs. Refer to Note 16, “Supplemental Financial Information” for further information.
Derivatives
Derivatives are measured at fair value using a discounted cash flow method or option models using interest rates, foreign exchange spot and forward rates and yield curves observable at commonly quoted intervals, implied volatilities, and credit spreads as key inputs. Unobservable inputs relate to our own credit risk which is not significant to the overall measurement of fair value.
Contingent consideration
Contingent consideration is recorded at fair value based on estimates of future cash flows in connection with business acquisitions. As the valuation of these liabilities is based on inputs that are less observable or not observable in the market, the determination of fair value is classified within Level 3 of the fair value hierarchy.
Non-recurring fair value measurements
Changes in fair value measurements of assets and liabilities measured at fair value on a non-recurring basis, such as equity method investments, equity investments without readily determinable fair value, financing receivables, and long-lived assets, were not material for the three months ended March 31, 2026 and 2025, with the exception of the gain on fair value measurement of the NMP equity method investment as described in Note 7, “Acquisitions, Goodwill, and Other Intangible Assets.”
Fair value of other financial instruments
The estimated fair value of borrowings as of March 31, 2026 and December 31, 2025 was $10,605 million and $10,545 million, respectively, compared to a carrying value (which only includes a reduction for unamortized debt issuance costs and discounts and cumulative basis adjustment) of $10,134 million and $10,003 million, respectively. The fair value of our borrowings includes accrued interest and is determined based on observable and quoted prices and spreads of comparable debt and benchmark securities and is considered Level 2 in the fair value hierarchy. See Note 8, “Borrowings” and Note 16, “Supplemental Financial Information” for further information.
NOTE 13. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES
GUARANTEES.
The Company has off-balance sheet credit exposure through standby letters of credit, bank guarantees, bid bonds, and surety bonds. See Note 8, “Borrowings” for further information.
PRODUCT WARRANTIES.
We provide warranty coverage to our customers as part of customary practices in the market to provide assurance that the products we sell comply with agreed-upon specifications. We provide estimated product warranty expenses when we sell the related products. Warranty accruals are estimates that are based on the best available information, mostly historical claims experience, therefore claims costs may differ from amounts provided. An analysis of changes in the liability for product warranties follows.
22
For the three months ended March 31 | ||||||||
2026 | 2025 | |||||||
Balance at beginning of period | $ | $ | ||||||
Current-year provisions | ||||||||
Expenditures | ( | ( | ||||||
Foreign currency exchange and other | ( | |||||||
Balance at end of period | $ | $ | ||||||
Product warranties are recognized within All other current liabilities in the Condensed Consolidated Statements of Financial Position.
LEGAL MATTERS.
In the normal course of our business, we are involved from time to time in various arbitrations; class actions; commercial, intellectual property, and product liability litigation; government investigations; investigations by competition/antitrust authorities; and other legal, regulatory, or governmental actions, including the significant matter described below that could have a material impact on our results of operations and cash flows. In many proceedings, including the specific matter described below, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other parties, and other factors that may have a material effect on the outcome. For such matters, unless otherwise specified, we do not believe it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated.
Contracts with Iraqi Ministry of Health
In 2017, a number of U.S. Service members, civilians, and their families brought a complaint in the U.S. District Court for the District of Columbia (the “District Court”) against a number of pharmaceutical and medical device companies, including GE HealthCare and certain affiliates, alleging that the defendants violated the U.S. Anti-Terrorism Act. The complaint seeks monetary relief and alleges that the defendants provided funding for an Iraqi terrorist organization through their sales practices pursuant to pharmaceutical and medical device contracts with the Iraqi Ministry of Health. In July 2020, the District Court granted defendants’ motions to dismiss and dismissed all of the plaintiffs’ claims. In January 2022, a panel of the U.S. Court of Appeals for the District of Columbia Circuit (the “Court of Appeals”) reversed the District Court’s decision. In February 2022, the defendants requested review of the decision by all the judges on the Court of Appeals (an “en banc” review). In February 2023, the Court of Appeals denied this request. In June 2023, defendants petitioned the Supreme Court to review the Court of Appeals’ decision. In June 2024, the Supreme Court vacated the Court of Appeals’ decision and remanded the case to the Court of Appeals for further consideration. In January 2026, the Court of Appeals reversed the District Court’s decision to dismiss the complaint and remanded the case for further proceedings. In April 2026, the Court of Appeals denied defendants’ request for an en banc review of the Court of Appeals’ decision.
INDEMNITIES.
In connection with the Tax Matters Agreement with GE as described in Note 19, “Related Parties and Transition Services Agreement” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, we have been informed that the Internal Revenue Service (“IRS”) may assert a material amount of additional taxes related to an ongoing IRS audit of the GE consolidated U.S. income tax returns, in which we are included, for the years 2016-2020. Any tax obligations would be allocated among the Company and GE, in accordance with the Tax Matters Agreement. A final resolution of this matter could be time-consuming and is not likely within the next 12 months. An unfavorable resolution of this matter and related allocation of additional tax liability, which is not reasonably estimable at this time, could result in additional material indemnification obligations due to GE for which we have not accrued a liability.
NOTE 14. RESTRUCTURING ACTIVITIES
Restructuring activities are essential to optimize the business operating model for GE HealthCare and mostly involve workforce reductions, organizational realignments, and revisions to our real estate footprint. Specifically, restructuring charges (gains) primarily include employee-related termination benefits associated with workforce reductions, facility exit costs, asset write-downs, and cease-use costs. For segment reporting, restructuring activities are not allocated.
Net expenses for restructuring initiatives committed to by management through March 31, 2026 are included in the table below.
23
For the three months ended March 31 | ||||||||
2026 | 2025 | |||||||
Employee termination costs | $ | $ | ||||||
Facility and other exit costs | ||||||||
Asset write-downs | ||||||||
Total restructuring activities – net | $ | $ | ||||||
These restructuring initiatives are expected to result in additional expenses of approximately $25 million, to be incurred primarily over the next 12 months, substantially related to employee-related termination benefits and asset write-downs. Restructuring expenses (gains) are recognized within , as appropriate, in the Condensed Consolidated Statements of Income.
Liabilities related to restructuring are recognized within Current compensation and benefits, All other current liabilities, Non-current compensation and benefits, and All other non-current liabilities in the Condensed Consolidated Statements of Financial Position. The activity related to our restructuring liabilities follows.
Employee termination costs | Facility and other exit costs | Total | |||||||||
Balance at December 31, 2025 | $ | $ | $ | ||||||||
Charges | |||||||||||
Payments and other adjustments | ( | ( | ( | ||||||||
Balance at March 31, 2026 | $ | $ | $ | ||||||||
NOTE 15. EARNINGS PER SHARE
The numerator for both basic and diluted earnings per share (“EPS”) is Net income attributable to GE HealthCare. The denominator of basic EPS is the weighted-average number of shares outstanding during the period. The dilutive effect of outstanding stock options, restricted stock units, and performance share units is reflected in the denominator for diluted EPS using the treasury stock method.
Earnings Per Share | For the three months ended March 31 | |||||||
(In millions, except per share amounts) | 2026 | 2025 | ||||||
Numerator: | ||||||||
Net income | $ | $ | ||||||
Net (income) loss attributable to noncontrolling interests | ( | ( | ||||||
Net income attributable to GE HealthCare | ||||||||
Denominator: | ||||||||
Basic weighted-average shares outstanding | ||||||||
Dilutive effect of common stock equivalents | ||||||||
Diluted weighted-average shares outstanding | ||||||||
Basic earnings per share | $ | $ | ||||||
Diluted earnings per share | ||||||||
Antidilutive securities(1) | ||||||||
(1) Diluted earnings per share excludes certain shares issuable under share-based compensation plans because the effect would have been antidilutive.
24
NOTE 16. SUPPLEMENTAL FINANCIAL INFORMATION
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Cash and cash equivalents(1) | $ | $ | ||||||
Short-term restricted cash | ||||||||
Total Cash, cash equivalents, and restricted cash as presented in the Condensed Consolidated Statements of Financial Position | ||||||||
Long-term restricted cash(2) | ||||||||
Total Cash, cash equivalents, and restricted cash as presented in the Condensed Consolidated Statements of Cash Flows | $ | $ | ||||||
(1) The decrease in Cash and cash equivalents was primarily due to the Intelerad acquisition. Refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets” for further information.
(2) Long-term restricted cash is recognized within All other non-current assets in the Condensed Consolidated Statements of Financial Position.
INVENTORIES.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Raw materials | $ | $ | ||||||
Work in process | ||||||||
Finished goods | ||||||||
Inventories | $ | $ | ||||||
Certain inventory items are long-term in nature and therefore have been recognized within All other non-current assets in the Condensed Consolidated Statements of Financial Position and are not reflected in the table above. See the supplemental table “All Other Non-Current Assets” for further information.
PROPERTY, PLANT, AND EQUIPMENT – NET.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Land and improvements | $ | $ | ||||||
Buildings, structures, and related equipment | ||||||||
Machinery and equipment | ||||||||
Leasehold improvements and manufacturing plants under construction | ||||||||
Total property, plant, and equipment, at original cost | ||||||||
Accumulated depreciation | ( | ( | ||||||
Operating lease ROU assets, net of amortization | ||||||||
Property, plant, and equipment – net | $ | $ | ||||||
Depreciation expense related to Property, plant, and equipment – net, exclusive of operating lease ROU assets, was $78 million and $66 million for the three months ended March 31, 2026 and 2025, respectively.
ALL OTHER ASSETS AND ALL OTHER LIABILITIES.
All Other Current Assets | As of | |||||||
March 31, 2026 | December 31, 2025 | |||||||
Prepaid expenses and deferred costs | $ | $ | ||||||
Financing receivables – net | ||||||||
Derivative instruments | ||||||||
Income tax receivables | ||||||||
Other(1) | ||||||||
All other current assets | $ | $ | ||||||
(1) Other primarily consists of indemnity assets associated with the NMP acquisition and separation agreements with GE.
25
All Other Non-Current Assets | As of | |||||||
March 31, 2026 | December 31, 2025 | |||||||
Prepaid pension asset | $ | $ | ||||||
Equity method and other investments | ||||||||
Financing receivables – net | ||||||||
Derivative instruments | ||||||||
Long-term receivables – net | ||||||||
Inventories | ||||||||
Contract and other deferred assets | ||||||||
Capitalized cloud computing arrangement implementation costs(1) | ||||||||
Other(2) | ||||||||
All other non-current assets | $ | $ | ||||||
(1) See the supplemental table “Capitalized Cloud Computing Arrangement Implementation Costs” for further information.
(2) Other primarily consists of indemnity assets associated with separation agreements with GE and income tax receivables.
All Other Current Liabilities | As of | |||||||
March 31, 2026 | December 31, 2025 | |||||||
Sales allowances and related liabilities | $ | $ | ||||||
Income and indirect tax liabilities including uncertain tax positions | ||||||||
Product warranties | ||||||||
Accrued logistics and utilities | ||||||||
Operating lease liabilities | ||||||||
Derivative instruments | ||||||||
Interest payable on borrowings | ||||||||
Environmental and asset retirement obligations | ||||||||
Other(1) | ||||||||
All other current liabilities | $ | $ | ||||||
(1) Other primarily consists of miscellaneous accrued costs, dividends payable, and contingent consideration liabilities.
All Other Non-Current Liabilities | As of | |||||||
March 31, 2026 | December 31, 2025 | |||||||
Contract liabilities | $ | $ | ||||||
Operating lease liabilities | ||||||||
Environmental and asset retirement obligations | ||||||||
Income and indirect tax liabilities including uncertain tax positions | ||||||||
Derivative instruments | ||||||||
Sales allowances and related liabilities | ||||||||
Other(1) | ||||||||
All other non-current liabilities | $ | $ | ||||||
(1) Other primarily consists of miscellaneous accrued costs, indemnity liabilities associated with separation agreements with GE, and contingent consideration liabilities.
CAPITALIZED CLOUD COMPUTING ARRANGEMENT IMPLEMENTATION COSTS.
As of | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
Capitalized implementation costs | $ | $ | ||||||
Accumulated amortization | ( | ( | ||||||
Total Capitalized cloud computing arrangement implementation costs, net | $ | $ | ||||||
Amortization expense related to capitalized cloud computing arrangement implementation costs was $8 million and $4 million for the three months ended March 31, 2026 and 2025, respectively.
26
SUPPLY CHAIN FINANCE PROGRAMS.
The Company participates in voluntary supply chain finance programs which provide participating suppliers the opportunity to sell their GE HealthCare receivables to third parties at the sole discretion of both the suppliers and the third parties. We evaluate supply chain finance programs to ensure the use of a third-party intermediary to settle our trade payables does not change the nature, existence, amount, or timing of our trade payables and does not provide the Company with any direct economic benefit. If any characteristics of the trade payables change or we receive a direct economic benefit, we reclassify the trade payables to borrowings. In connection with the supply chain finance programs, payment terms normally range from 30 to 180 days, depending on the underlying supplier agreements.
Included within Accounts payable in the Condensed Consolidated Statements of Financial Position as of March 31, 2026 and December 31, 2025 were $341 million and $360 million, respectively, of confirmed supplier invoices that are outstanding and subject to third-party programs.
REDEEMABLE NONCONTROLLING INTERESTS.
The Company has noncontrolling interests with redemption features. These redemption features, such as put options, could require the Company to purchase the noncontrolling interests upon the occurrence of certain events. All noncontrolling interests with redemption features that are not solely within our control are recognized within the Condensed Consolidated Statements of Financial Position between liabilities and equity. Redeemable noncontrolling interests are initially recorded at the issuance date fair value. Those that are currently redeemable, or probable of becoming redeemable, are subsequently adjusted to the greater of current redemption value or initial carrying value.
Activity attributable to redeemable noncontrolling interests is presented below.
For the three months ended March 31 | ||||||||
2026 | 2025 | |||||||
Balance at beginning of period | $ | $ | ||||||
Net income attributable to redeemable noncontrolling interests | ||||||||
Distributions to redeemable noncontrolling interests and other | ( | |||||||
Balance at end of period | $ | $ | ||||||
OTHER INCOME (EXPENSE) – NET.
For the three months ended March 31 | ||||||||
2026 | 2025 | |||||||
Net financing income and investment income (loss) | $ | ( | $ | ( | ||||
Equity method income (loss) | ( | |||||||
Change in fair value of assumed obligations | ( | ( | ||||||
Gain on remeasurement of NMP equity method investment(1) | ||||||||
Other items, net(2) | ||||||||
Total other income (expense) – net | $ | $ | ||||||
(1) During the three months ended March 31, 2025, the Company acquired its remaining interest in NMP. Refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets” for additional information on the NMP acquisition.
(2) Other items, net primarily consists of a mix of licensing and royalty income, lease income, gains and losses related to derivatives, and change in tax indemnities. Additionally, for the three months ended March 31, 2026, it includes income from contract settlements, and for the three months ended March 31, 2025, it includes a realization of a gain contingency.
NOTE 17. SUBSEQUENT EVENTS
27
ITEM 2. 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 condensed consolidated financial statements and corresponding notes (the “financial statements”) included elsewhere in this Quarterly Report on Form 10-Q. 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 three months ended March 31, 2026 and 2025. For a full understanding of our financial condition and results of operations, the below discussion should be read alongside the 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, 2025. 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 Quarterly Report on Form 10-Q, and particularly in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
As of March 31, 2026, 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 our segments, refer to Note 3, “Segment 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”).
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” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
KEY TRENDS AFFECTING RESULTS OF OPERATIONS.
Global Trade and Macroeconomic Environment
Starting in February 2025, the U.S. imposed a variety of new tariffs on most imports from nearly all countries in the world. This in turn prompted several countries to announce tariffs on U.S. imports. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs thereunder. The U.S. subsequently imposed new tariffs under alternative statutory authority. In April 2026, U.S. Customs and Border Protection announced a new administrative process for requesting refunds of certain tariffs imposed under IEEPA. The timing and amount of any potential refunds remain uncertain and are subject to eligibility requirements, administrative processing, and other limitations. While the situation continues to be fluid, tariffs materially impacted our Operating income by approximately $90 million and cash flows by approximately $110 million for the three months ended March 31, 2026, primarily the bilateral U.S. and Chinese tariffs and U.S. tariffs on all other global import suppliers. Should the tariffs continue at current 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.
28
Russia and Ukraine Conflict
We had $194 million and $214 million of assets in, or directly related to, Russia and Ukraine as of March 31, 2026 and December 31, 2025, respectively, none of which are subject to sanctions that impact the carrying value of the assets. We generated revenues of $54 million and $64 million from customers in these two countries for the three months ended March 31, 2026 and 2025, respectively. The potential inability to repatriate earnings from these two countries will not have a material impact on our ability to operate.
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 three months ended March 31, 2026 and 2025 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, will remain in effect, 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.
Other Geopolitical and Macroeconomic Uncertainties
Global geopolitical instability, including the conflict in the Middle East, 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.
We continue to monitor impacts related to key raw materials directly and indirectly related to our products or delivery of our products, including memory components, logistics and other costs linked to the price of oil, rare earth minerals, and other critical commodities. Sustained cost inflation or constrained availability of critical components could negatively impact our ability to both produce and deliver products to our customers in a timely manner. We continue to take action to mitigate the exposures under the current environment by securing supply and identifying opportunities to partially offset cost increases; however, if the current environment continues or deteriorates further we will see adverse impacts to our results.
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.”
___________________
*Non-GAAP Financial Measure
29
RESULTS OF OPERATIONS
The following tables set forth our results of operations for each of the periods presented.
Condensed Consolidated Statements of Income (Unaudited) | For the three months ended March 31 | |||||||
2026 | 2025 | |||||||
Sales of products | $ | 3,345 | $ | 3,117 | ||||
Sales of services | 1,786 | 1,660 | ||||||
Total revenues | 5,131 | 4,777 | ||||||
Cost of products | 2,283 | 1,963 | ||||||
Cost of services | 871 | 802 | ||||||
Gross profit | 1,977 | 2,012 | ||||||
Selling, general, and administrative | 1,117 | 1,040 | ||||||
Research and development | 345 | 344 | ||||||
Total operating expenses | 1,462 | 1,383 | ||||||
Operating income | 515 | 629 | ||||||
Interest and other financial charges – net | 96 | 110 | ||||||
Non-operating benefit (income) costs | (51) | (74) | ||||||
Other (income) expense – net | (36) | (99) | ||||||
Income before income taxes | 505 | 692 | ||||||
Benefit (provision) for income taxes | (94) | (104) | ||||||
Net income | 411 | 588 | ||||||
Net (income) loss attributable to noncontrolling interests | (22) | (24) | ||||||
Net income attributable to GE HealthCare | $ | 389 | $ | 564 | ||||
TOTAL REVENUES.
Revenues by Segment | For the three months ended March 31 | |||||||||||||
2026 | 2025 | % change | % organic* change | |||||||||||
Segment revenues | ||||||||||||||
Imaging | $ | 2,299 | $ | 2,140 | 7.4% | 3.8% | ||||||||
AVS | 1,341 | 1,239 | 8.2% | 4.4% | ||||||||||
PCS | 704 | 753 | (6.5)% | (8.1)% | ||||||||||
PDx | 770 | 632 | 21.7% | 9.7% | ||||||||||
Other(1) | 18 | 13 | ||||||||||||
Total revenues | $ | 5,131 | $ | 4,777 | 7.4% | 2.9% | ||||||||
(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 three months ended March 31 | ||||||||||
2026 | 2025 | % change | |||||||||
United States and Canada (“USCAN”) | $ | 2,361 | $ | 2,237 | 5.6% | ||||||
Europe, the Middle East, and Africa (“EMEA”) | 1,340 | 1,174 | 14.1% | ||||||||
China region | 567 | 593 | (4.4)% | ||||||||
Rest of World | 863 | 773 | 11.6% | ||||||||
Total revenues | $ | 5,131 | $ | 4,777 | 7.4% | ||||||
For the three months ended March 31, 2026
Total revenues were $5,131 million, growing 7.4% as reported and 2.9% organically*. Sales of products increased 7.3% or $228 million primarily driven by growth in PDx, Imaging, and AVS revenues, as well as favorable foreign currency impacts, partially offset by declines in PCS revenues. Sales of services increased 7.5% or $125 million primarily driven by growth in new and existing customer contractual agreements as well as favorable foreign currency impacts.
____________________
*Non-GAAP Financial Measure
30
The segment revenues were as follows:
•Imaging segment revenues were $2,299 million, growing 7.4% or $159 million as reported due to an increase in Organic revenue* and favorable foreign currency impacts. Organic revenue* grew 3.8% with strength in the USCAN and EMEA regions, partially offset by continued pressure in the China market;
•AVS segment revenues were $1,341 million, growing 8.2% or $101 million as reported due to an increase in Organic revenue* and favorable foreign currency impacts. Organic revenue* grew 4.4% with strength in the USCAN and EMEA regions, partially offset by continued pressure in the China market;
•PCS segment revenues were $704 million, decreasing 6.5% or $49 million, primarily driven by a decline in Monitoring Solutions revenues due to timing of installations more concentrated in the second half of the year, partially offset by favorable foreign currency impacts; and
•PDx segment revenues were $770 million, growing 21.7% or $137 million as reported, largely driven by an increase in Organic revenue* and the acquisition of Nihon Medi-Physics Co., Ltd. (“NMP”). Organic revenue* grew 9.7% driven by continued growth in volume and price as well as new product introductions.
The regional revenues were as follows:
•USCAN revenues were $2,361 million, growing 5.6% or $124 million, largely driven by growth across Imaging, PDx, and AVS revenues, partially offset by a decline in PCS revenues;
•EMEA revenues were $1,340 million, growing 14.1% or $166 million with favorable foreign currency impacts as well as growth in AVS and Imaging revenues;
•China region revenues were $567 million, decreasing 4.4% or $26 million with declines in Imaging and AVS revenues partially offset by favorable foreign currency impacts as well as growth in PDx revenues; and
•Rest of World revenues were $863 million, growing 11.6% or $90 million with growth in PDx, inclusive of NMP revenues, and Imaging revenues as well as favorable foreign currency impacts.
OPERATING INCOME, NET INCOME ATTRIBUTABLE TO GE HEALTHCARE, ADJUSTED EBIT*, AND ADJUSTED NET INCOME*.
For the three months ended March 31 | |||||||||||||||||
2026 | % of Total revenues | 2025 | % of Total revenues | % change | |||||||||||||
Operating income | $ | 515 | 10.0% | $ | 629 | 13.2% | (18.2)% | ||||||||||
Net income attributable to GE HealthCare | 389 | 7.6% | 564 | 11.8% | (31.0)% | ||||||||||||
Adjusted EBIT* | 691 | 13.5% | 715 | 15.0% | (3.4)% | ||||||||||||
Adjusted net income* | 452 | 8.8% | 464 | 9.7% | (2.5)% | ||||||||||||
For the three months ended March 31, 2026
Operating income was $515 million, a decrease of $115 million and 310 basis points as a percent of Total revenues. The decrease was due to the following factors:
•Gross profit decreased $36 million or 360 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 $320 million or 530 basis points as a percent of Sales of products. The increase as a percent of sales was largely driven by cost inflation, including the impact of incremental tariffs, investment in design follow-through, and a PDx supplier issue. Cost of services sold increased $69 million or 50 basis points as a percent of Sales of services. The increase as a percent of sales was largely 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 $127 million in engineering costs for design follow-through on new product introductions and product lifecycle maintenance subsequent to the initial product launch, compared to $96 million for the prior year comparable period; and
•Total operating expenses increased $79 million, with an increase in research and development (“R&D”) investments of $2 million, driven by foreign currency movements and investments largely offset by certain programs achieving development milestones resulting in costs to be reported under cost of revenues, and an increase in Selling, general, and administrative (“SG&A”) expense of $77 million primarily driven by foreign currency movements and expenses related to recent acquisitions. R&D as a percentage of Total revenues decreased by 50 basis points and SG&A as a percentage of Total revenues was flat to the prior year.
____________________
*Non-GAAP Financial Measure
31
Net income attributable to GE HealthCare and Net income margin were $389 million and 7.6%, a decrease of $175 million and 420 basis points respectively, primarily due to the following factors:
•Operating income decreased $115 million, as discussed above;
•Interest and other financial charges – net decreased $14 million primarily driven by efficient management of the debt profile;
•Non-operating benefit income decreased $23 million primarily related to lower current year amortization of postretirement benefit plan other comprehensive income;
•Other income – net decreased $63 million primarily driven by the non-repeat of the prior year remeasurement of the Company’s 50% interest in NMP based on the cash consideration exchanged for acquiring the remaining 50% equity interest, partially offset by income from contract settlements in the current quarter. For additional detail on the NMP acquisition, refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets”; and
•Provision for income taxes decreased $10 million primarily due to lower earnings in 2026 offset by a one-time foreign income tax reserve release in 2025 for tax years no longer subject to an assessment from the local taxing authorities. For additional detail regarding our income taxes, see Note 10, “Income Taxes.”
Adjusted EBIT* and Adjusted EBIT margin* were $691 million and 13.5%, a decrease of $24 million and 150 basis points, respectively, primarily due to a decrease in operating income, as discussed above.
Adjusted net income* was $452 million, a decrease of $12 million primarily due a decrease in operating income, partially offset by lower Interest and other financial charges – net.
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 3, “Segment Information” for additional information on our reportable segments, and “Results of Operations” above for discussion on segment revenue performance.
Segment EBIT | For the three months ended March 31 | ||||||||||||||||
2026 | % of segment revenues | 2025 | % of segment revenues | % change | |||||||||||||
Imaging | $ | 180 | 7.8 | % | $ | 199 | 9.3 | % | (9.4) | % | |||||||
AVS | 299 | 22.3 | % | 261 | 21.1 | % | 14.5 | % | |||||||||
PCS | 10 | 1.4 | % | 48 | 6.4 | % | (79.8) | % | |||||||||
PDx | 197 | 25.6 | % | 205 | 32.4 | % | (3.9) | % | |||||||||
For the three months ended March 31, 2026
•Imaging Segment EBIT was $180 million, a decrease of $19 million due to cost inflation, including the impact of incremental tariffs, partially offset by a growth in sales volume;
•AVS Segment EBIT was $299 million, an increase of $38 million due to a growth in sales volume and contract settlements, partially offset by cost inflation, including the impact of incremental tariffs;
•PCS Segment EBIT was $10 million, a decrease of $38 million due to a decline in sales volume and cost inflation, including the impact of incremental tariffs; and
•PDx Segment EBIT was $197 million, a decrease of $8 million due to a supplier issue and planned investments, partially offset by a growth in sales volume and an increase in price.
____________________
*Non-GAAP Financial Measure
32
NON-GAAP FINANCIAL MEASURES
The non-GAAP financial measures presented in this Quarterly Report on Form 10-Q 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.
33
Organic Revenue* | For the three months ended March 31 | ||||||||||
2026 | 2025 | % change | |||||||||
Imaging revenues | $ | 2,299 | $ | 2,140 | 7.4% | ||||||
Less: Acquisitions(1) | 11 | — | |||||||||
Less: Dispositions(2) | — | — | |||||||||
Less: Foreign currency exchange | 68 | — | |||||||||
Imaging Organic revenue* | $ | 2,220 | $ | 2,140 | 3.8% | ||||||
AVS revenues | $ | 1,341 | $ | 1,239 | 8.2% | ||||||
Less: Acquisitions(1) | — | — | |||||||||
Less: Dispositions(2) | — | — | |||||||||
Less: Foreign currency exchange | 46 | — | |||||||||
AVS Organic revenue* | $ | 1,294 | $ | 1,239 | 4.4% | ||||||
PCS revenues | $ | 704 | $ | 753 | (6.5)% | ||||||
Less: Acquisitions(1) | — | — | |||||||||
Less: Dispositions(2) | — | — | |||||||||
Less: Foreign currency exchange | 12 | — | |||||||||
PCS Organic revenue* | $ | 692 | $ | 753 | (8.1)% | ||||||
PDx revenues | $ | 770 | $ | 632 | 21.7% | ||||||
Less: Acquisitions(1) | 50 | 1 | |||||||||
Less: Dispositions(2) | — | — | |||||||||
Less: Foreign currency exchange | 28 | — | |||||||||
PDx Organic revenue* | $ | 692 | $ | 631 | 9.7% | ||||||
Other revenues | $ | 18 | $ | 13 | 37.7% | ||||||
Less: Acquisitions(1) | — | — | |||||||||
Less: Dispositions(2) | — | — | |||||||||
Less: Foreign currency exchange | — | — | |||||||||
Other Organic revenue* | $ | 18 | $ | 13 | 37.7% | ||||||
Total revenues | $ | 5,131 | $ | 4,777 | 7.4% | ||||||
Less: Acquisitions(1) | 60 | 1 | |||||||||
Less: Dispositions(2) | — | — | |||||||||
Less: Foreign currency exchange | 155 | — | |||||||||
Organic revenue* | $ | 4,916 | $ | 4,776 | 2.9% | ||||||
(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. | ||||
__________________
*Non-GAAP Financial Measure
34
Adjusted EBIT* | For the three months ended March 31 | ||||||||||
2026 | 2025 | % change | |||||||||
Net income attributable to GE HealthCare | $ | 389 | $ | 564 | (31.0)% | ||||||
Add: Interest and other financial charges – net | 96 | 110 | |||||||||
Add: Non-operating benefit (income) costs | (51) | (74) | |||||||||
Less: Benefit (provision) for income taxes | (94) | (104) | |||||||||
Less: Net (income) loss attributable to noncontrolling interests | (22) | (24) | |||||||||
EBIT* | 551 | 728 | (24.3)% | ||||||||
Add: Restructuring costs(1) | 49 | 22 | |||||||||
Add: Acquisition and disposition-related charges (benefits)(2) | 35 | 8 | |||||||||
Add: Spin-Off and separation costs(3) | 2 | 24 | |||||||||
Add: (Gain) loss on business and asset dispositions(4) | — | (10) | |||||||||
Add: Amortization of acquisition-related intangible assets | 47 | 35 | |||||||||
Add: Investment revaluation (gain) loss(5) | 8 | (92) | |||||||||
Adjusted EBIT* | $ | 691 | $ | 715 | (3.4)% | ||||||
Net income margin | 7.6% | 11.8% | (420) bps | ||||||||
Adjusted EBIT margin* | 13.5% | 15.0% | (150) 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 three months ended March 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 three months ended March 31 | ||||||||||
2026 | 2025 | % change | |||||||||
Net income attributable to GE HealthCare | $ | 389 | $ | 564 | (31.0)% | ||||||
Add: Non-operating benefit (income) costs | (51) | (74) | |||||||||
Add: Restructuring costs(1) | 49 | 22 | |||||||||
Add: Acquisition and disposition-related charges (benefits)(2) | 35 | 8 | |||||||||
Add: Spin-Off and separation costs(3) | 2 | 29 | |||||||||
Add: (Gain) loss on business and asset dispositions(4) | — | (10) | |||||||||
Add: Amortization of acquisition-related intangible assets | 47 | 35 | |||||||||
Add: Investment revaluation (gain) loss(5) | 8 | (92) | |||||||||
Add: Tax effect of reconciling items(6) | (19) | — | |||||||||
Add: Spin-Off and other tax adjustments(7) | (7) | (17) | |||||||||
Adjusted net income* | $ | 452 | $ | 464 | (2.5)% | ||||||
(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. For the three months ended March 31, 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 three months ended March 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 tax reserve releases in a foreign jurisdiction for tax years no longer subject to an assessment from the local taxing authorities and discrete tax impacts resulting from the Spin-Off and separation from GE. | ||||
___________________
*Non-GAAP Financial Measure
35
Adjusted Earnings Per Share* | For the three months ended March 31 | ||||||||||
(In dollars, except shares outstanding presented in millions) | 2026 | 2025 | $ change | ||||||||
Diluted earnings per share | $ | 0.85 | $ | 1.23 | $ | (0.38) | |||||
Add: Non-operating benefit (income) costs | (0.11) | (0.16) | |||||||||
Add: Restructuring costs(1) | 0.11 | 0.05 | |||||||||
Add: Acquisition and disposition-related charges (benefits)(2) | 0.08 | 0.02 | |||||||||
Add: Spin-Off and separation costs(3) | 0.01 | 0.06 | |||||||||
Add: (Gain) loss on business and asset dispositions(4) | — | (0.02) | |||||||||
Add: Amortization of acquisition-related intangible assets | 0.10 | 0.08 | |||||||||
Add: Investment revaluation (gain) loss(5) | 0.02 | (0.20) | |||||||||
Add: Tax effect of reconciling items(6) | (0.04) | — | |||||||||
Add: Spin-Off and other tax adjustments(7) | (0.02) | (0.04) | |||||||||
Adjusted earnings per share* | $ | 0.99 | $ | 1.01 | $ | (0.02) | |||||
Diluted weighted-average shares outstanding | 457 | 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. For the three months ended March 31, 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 three months ended March 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 tax reserve releases in a foreign jurisdiction for tax years 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 three months ended March 31 | |||||||
2026 | 2025 | |||||||
Benefit (provision) for income taxes | $ | (94) | $ | (104) | ||||
Add: Tax effect of reconciling items(1) | (19) | — | ||||||
Add: Spin-Off and other tax adjustments(2) | (7) | (17) | ||||||
Adjusted tax expense* | $ | (120) | $ | (121) | ||||
Effective tax rate | 18.6% | 15.0% | ||||||
Adjusted effective tax rate* | 20.2% | 20.1% | ||||||
(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 tax reserve releases in a foreign jurisdiction for tax years 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 three months ended March 31 | ||||||||||
2026 | 2025 | % change | |||||||||
Cash from (used for) operating activities | $ | 290 | $ | 250 | 15.8% | ||||||
Add: Additions to PP&E and internal-use software | (178) | (152) | |||||||||
Add: Dispositions of PP&E | — | — | |||||||||
Free cash flow* | $ | 112 | $ | 98 | 13.3% | ||||||
___________________
*Non-GAAP Financial Measure
36
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2026, our Cash, cash equivalents, and restricted cash balance in the Condensed Consolidated Statements of Financial Position was $2,285 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 three months ended March 31 | |||||||
2026 | 2025 | |||||||
Cash from (used for) operating activities | $ | 290 | $ | 250 | ||||
Cash from (used for) investing activities | (2,500) | (407) | ||||||
Cash from (used for) financing activities | 21 | (286) | ||||||
Free cash flow* | 112 | 98 | ||||||
Operating Activities
Cash generated from operating activities in the three months ended March 31, 2026 was $290 million and included Net income of $411 million, non-cash charges for depreciation and amortization expense of $153 million, and $274 million in net outflows from changes in assets and liabilities. The changes in assets and liabilities are primarily driven by compensation and benefit payments, an increase in inventories to meet business demand, and company-funded payments for postretirement benefit plans, partially offset by an increase in accounts payable, and a decrease in current receivables primarily from collections. This includes an impact of approximately $110 million from incremental tariffs imposed in the first quarter of 2025.
Cash generated from operating activities in the three months ended March 31, 2025 was $250 million and included Net income of $588 million, adjusted for non-cash items including depreciation and amortization expense of $136 million and gain on remeasurement of NMP equity method investment of $97 million, and $377 million in net outflows from changes in assets and liabilities. The changes in assets and liabilities are primarily driven by compensation and benefit payments, an increase in inventories to meet business demand, and company-funded payments for postretirement benefit plans, partially offset by an increase in accounts payable.
Investing Activities
Cash used for investing activities in the three months ended March 31, 2026 was $2,500 million and primarily included purchases of businesses, net of cash acquired, of $2,297 million related to the acquisition of Intelerad and Additions to PP&E and internal-use software of $178 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 three months ended March 31, 2025 was $407 million and primarily included purchases of businesses, net of cash acquired, of $269 million related to the acquisition of the remaining 50% interest in NMP and additions to PP&E and internal-use software of $152 million related mostly to new product introductions and manufacturing capacity expansion. Refer to Note 7, “Acquisitions, Goodwill, and Other Intangible Assets” for additional information on the NMP acquisition.
Financing Activities
Cash generated from financing activities in the three months ended March 31, 2026 was $21 million and primarily included $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. Also included was repurchase of common stock for total consideration of $100 million. Refer to Note 8, “Borrowings” and Note 11, “Shareholders' Equity” for further information.
Cash used for financing activities in the three months ended March 31, 2025 was $286 million and primarily included a repayment of $250 million of our outstanding Term Loan Facility.
___________________
*Non-GAAP Financial Measure
37
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 March 31, 2026, we had $10,134 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 March 31, 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 March 31, 2026, 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 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 March 31, 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 March 31, 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.
38
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) | |||||||||||
January 1, 2026 - January 31, 2026 | — | $ | — | — | $ | 800 | ||||||||
February 1, 2026 - February 28, 2026 | — | — | — | 800 | ||||||||||
March 1, 2026 - March 31, 2026 | 1,401,569 | 71.35 | 1,401,569 | 700 | ||||||||||
Total | 1,401,569 | $ | 71.35 | 1,401,569 | $ | 700 | ||||||||
(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 terminated
39
ITEM 6. EXHIBITS
Number | Description | ||||
3.1 | |||||
3.2 | |||||
10.1 | |||||
10.2 | |||||
10.3 | |||||
10.4 | |||||
10.5 | |||||
10.6 | |||||
10.7 | |||||
10.8 | |||||
31.1 | |||||
31.2 | |||||
32.1 | |||||
101 | The following materials from GE HealthCare Technologies Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in inline XBRL (eXtensible Business Reporting Language); (1) Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025; (2) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025; (3) Condensed Consolidated Statements of Financial Position as of March 31, 2026 and December 31, 2025; (4) Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025; (5) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 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). | ||||
† | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. | ||||
40
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) | ||||||||
April 29, 2026 | /s/ George A. Newcomb | |||||||
Date | George A. Newcomb, Controller & Chief Accounting Officer (authorized signatory) | |||||||
41
Exhibit 10.2
Execution Version
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of February 26, 2026 (this “Amendment”), among GE Healthcare Technologies Inc. (the “Borrower”), each Lender (as defined in the Credit Agreement (as defined below)) and JPMorgan Chase Bank, N.A., as Administrative Agent (as defined in the Credit Agreement).
WITNESSETH:
WHEREAS, reference is made to that certain Credit Agreement, dated as of March 27, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent.
WHEREAS, pursuant to Section 9.02 of the Credit Agreement, the Borrower hereby requests that all Lenders agree to amend certain terms to the Credit Agreement as described herein, and the parties have agreed to the amendments set forth herein subject to the terms and conditions in this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, each of the Lenders and the Administrative Agent hereby agree as follows:
SECTION 1.1 Defined Terms. Terms defined in the Credit Agreement and used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement.
SECTION 1.2 Amendments. On the terms and subject to the conditions set forth herein, Section 1.01 of the Credit Agreement shall be amended by amending and restating the defined term “Term SOFR Adjustment” in its entirety as follows:
““Term SOFR Adjustment” means a percentage equal to 0% per annum.”
SECTION 1.3 Conditions to Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) that the Administrative Agent (or its counsel) shall have received from the Borrower and each Lender party to the Credit Agreement counterparts of this Amendment (or a copy thereof by facsimile transmission) signed on behalf of each such party.
SECTION 1.4 Representation and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants as follows:
(a) As of the Amendment Effective Date, the representations and warranties made by the Borrower in and pursuant to the Loan Documents are true and correct in all material respects, on and as of the Amendment Effective Date, after giving effect to the effectiveness of this Amendment, as if made on and as of the Amendment Effective Date.
(b) No Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment or the transactions contemplated hereby.
(c) The execution, delivery and performance by the Borrower of this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 1.5 References to and Effect on the Loan Documents. As of the Amendment Effective Date, each reference in the Credit Agreement and the other Loan Documents to the “Credit Agreement”, “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any Default or Event of Default or any right, power or remedy of the Administrative Agent or any Lender under the Loan Documents or constitute a waiver of any other provision of any Loan Document. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or the other Loan Documents or a novation of the Credit Agreement or any other Loan Document. The obligations outstanding under the Credit Agreement and the other Loan Documents shall remain in full force and effect, except to any extent expressly modified hereby. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under any Loan Document from any of its obligations and liabilities thereunder.
SECTION 1.6 Governing Law; Jurisdiction; Waiver of Jury Trial, Counterparts; Severability; Integration; Effectiveness. The provisions of Sections 9.05, 9.06, 9.09 and 9.16 of the Credit Agreement are incorporated herein and apply to this Amendment mutatis mutandis (except that any references to “Agreement” shall mean this Amendment).
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
GE HEALTHCARE TECHNOLOGIES INC., as the Borrower
By: /s/ Robert O’Keef
Name: Robert O’Keef
Title: Treasurer
[Signature Page to Amendment No. 1 to Credit Agreement]
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By: /s/ Isha Raut
Name: Isha Raut
Title: Vice President
By: /s/ Isha Raut
Name: Isha Raut
Title: Vice President
[Signature Page to Amendment No. 1 to Credit Agreement]
BANK OF AMERICA, N.A., as a Lender
By: /s/ Darren Merten
Name: Darren Merten
Title: Managing Director
By: /s/ Darren Merten
Name: Darren Merten
Title: Managing Director
[Signature Page to Amendment No. 1 to Credit Agreement]
BNP PARIBAS, as a Lender
By: /s/ Marine Ausset
Name: Marine Ausset
Title: Vice President
By: /s/ Marine Ausset
Name: Marine Ausset
Title: Vice President
By: /s/ Nicolas Doche
Name: Nicolas Doche
Title: Director
Name: Nicolas Doche
Title: Director
[Signature Page to Amendment No. 1 to Credit Agreement]
CITIBANK, N.A., as a Lender
By: /s/ Richard Rivera
Name: Richard Rivera
Title: Vice President
By: /s/ Richard Rivera
Name: Richard Rivera
Title: Vice President
[Signature Page to Amendment No. 1 to Credit Agreement]
GOLDMAN SACHS BANK USA, as a
Lender
By: /s/ Nicholas Merino
Name: Nicholas Merino
Title: Authorized Signatory
Lender
By: /s/ Nicholas Merino
Name: Nicholas Merino
Title: Authorized Signatory
[Signature Page to Amendment No. 1 to Credit Agreement]
MORGAN STANLEY BANK, N.A., as a Lender
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory
[Signature Page to Amendment No. 1 to Credit Agreement]
Bank of China, New York Branch, as a
Lender
By: /s/ Raymond Qiao
Name: Raymond Qiao
Title: Executive Vice President
Lender
By: /s/ Raymond Qiao
Name: Raymond Qiao
Title: Executive Vice President
[Signature Page to Amendment No. 1 to Credit Agreement]
BARCLAYS BANK PLC, as a Lender
By: /s/ Ronnie Glenn
Name: Ronnie Glenn
Title: Director
By: /s/ Ronnie Glenn
Name: Ronnie Glenn
Title: Director
[Signature Page to Amendment No. 1 to Credit Agreement]
China Construction Bank New York Branch,
as a Lender
By: /s/ Xisu Cui
Name: Xisu Cui
Title: Deputy General Manager
as a Lender
By: /s/ Xisu Cui
Name: Xisu Cui
Title: Deputy General Manager
[Signature Page to Amendment No. 1 to Credit Agreement]
Deutsche Bank AG New York Branch, as a Lender
By: /s/ Alison Lugo
Name: Alison Lugo
Title: Vice President
By: /s/ Alison Lugo
Name: Alison Lugo
Title: Vice President
Email: Alison.Lugo@db.com
Telephone: 1(212)250-2803
By: /s/ Marko Lukin
Name: Marko Lukin
Title: Vice President
Name: Marko Lukin
Title: Vice President
Email: Marko.Luko@db.com
Telephone: 1(212)250-7283
[Signature Page to Amendment No. 1 to Credit Agreement]
HSBC Bank USA National Association, as a Lender
By: /s/ Dennis Tybor
Name: Dennis Tybor
Title: Sr. Vice President
By: /s/ Dennis Tybor
Name: Dennis Tybor
Title: Sr. Vice President
[Signature Page to Amendment No. 1 to Credit Agreement]
MIZUHO BANK, LTD., as a Lender
By: /s/ Tracy Rahn
Name: Tracy Rahn
Title: Managing Director
By: /s/ Tracy Rahn
Name: Tracy Rahn
Title: Managing Director
[Signature Page to Amendment No. 1 to Credit Agreement]
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Khrystyna Manko
Name: Khrystyna Manko
Title: Director
By: /s/ Khrystyna Manko
Name: Khrystyna Manko
Title: Director
[Signature Page to Amendment No. 1 to Credit Agreement]
Banco Santander, S.A., New York Branch, as a Lender
By: /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director
By: /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director
By: /s/ Carolina Gutierrez
Name: Carolina Gutierrez
Title: Executive Director
Name: Carolina Gutierrez
Title: Executive Director
[Signature Page to Amendment No. 1 to Credit Agreement]
ING Bank N.V., Dublin Branch, as a Lender
By: /s/ Rory Fitzgerald
Name: Rory Fitzgerald
Title: Director
By: /s/ Rory Fitzgerald
Name: Rory Fitzgerald
Title: Director
By: /s/ Louise Gough
Name: Louise Gough
Title: Director
Name: Louise Gough
Title: Director
[Signature Page to Amendment No. 1 to Credit Agreement]
PNC Bank, National Association, as a
Lender
By: /s/ Sarah Powel
Name: Sarah Powel
Title: Assistant Vice President
Lender
By: /s/ Sarah Powel
Name: Sarah Powel
Title: Assistant Vice President
[Signature Page to Amendment No. 1 to Credit Agreement]
SOCIETE GENERALE, as a Lender
By: /s/ Shelley Yu
Name: Shelley Yu
Title: Director
By: /s/ Shelley Yu
Name: Shelley Yu
Title: Director
[Signature Page to Amendment No. 1 to Credit Agreement]
Standard Chartered Bank, as a Lender
By: /s/ Kathleen Alpgüner
Name: Kathleen Alpgüner
Title: Managing Director
By: /s/ Kathleen Alpgüner
Name: Kathleen Alpgüner
Title: Managing Director
[Signature Page to Amendment No. 1 to Credit Agreement]
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Exhibit 10.3
November 15, 2024
Dear Jeannette,
We are pleased to offer you the position of President & CEO, Patient Care Solutions in GE Precision Healthcare, LLC (together, with its affiliates, “GE HealthCare” or the “Company”) on a mutually agreed start date (your “Start Date”). This position will be based in Waukesha, Wisconsin and you will report Pete Arduini, GE HealthCare’s President & CEO. The details of our offer are noted below:
Salary: | $675,000 (US dollars) paid bi-weekly. | ||||
One GE HealthCare Annual Bonus Plan (the “Bonus Plan”): | Your annual bonus target under the Bonus Plan is 100% of your base salary as of December 31st of each plan year. Payments are made in the Company’s discretion and are typically based on GE HealthCare performance, business segment performance and individual performance. For the performance year 2025, any bonus you receive will be pro-rated based on your Start Date. | ||||
Long-Term Incentive Plan (“LTIP”): | Your target annual equity award grant value will be $2,000,000 (US dollars). Actual grant values may be higher or lower than target based on individual performance, leadership and other factors, in the Company’s discretion. Annual equity awards are typically granted in March each year, with the award type and terms determined by the Talent, Culture and Compensation Committee of the Board of Directors (the “Committee”). Your 2025 annual award will be granted on the first quarterly off-cycle grant date following your start date. The award will consist of 50% performance stock units (“PSUs”), 25% restricted stock units (“RSUs”) and 25% stock options. PSUs are earned based on GE HealthCare performance from January 1, 2025 to December 31, 2027 and vest on the date in the first quarter of 2028 in which the Committee certifies PSU performance results. RSUs and stock options vest 33% on September 1, 2026, 33% on September 1, 2027, and 34% on September 1, 2028. All vesting is subject to your continued employment through the vesting dates. | ||||
Benefits: | You will also be eligible to participate in the Company’s benefit plans, including: •The Executive Physical Program which provides reimbursement of up to $7,500 (US dollars) annually for physical health examinations. | ||||
Page 1 of 4 | |||||
•The Executive Financial Planning Program which provides reimbursement of up to $15,000 (US dollars) annually for financial planning services. •Participation in the Company’s Retirement Savings Program (the “RSP”), under which the Company will match 50% of the first 8% of eligible pay you save and contribute 3% of eligible pay each year (the “CRC”). The Company match and CRC vest after you earn three years of RSP service. •Participation in the Restoration Plan. Under the Plan, 7% of your pay above the IRS pay limit that applies to 401(k) plans is credited each year and notionally invested as you choose. These amounts generally vest after 3 years of service. •Participation in the Severance and Change in Control Plan for CEO and Leadership Team (the “Severance Plan”) under which protections and benefits are provided in the event of certain terminations, including, in some cases following a change in control of the Company. All aspects of these and other benefits, including the Bonus Plan, will be governed by the terms of the applicable plan or program, and the Company reserves the right to amend such plans and programs at any time. | |||||
New Hire Equity Grant: | We will provide you with a New Hire Equity Grant valued at $2,200,000 (US dollars), which will be granted in RSUs on the first quarterly off-cycle grant date following your Start Date. Half of the grant will vest on the first anniversary of the grant date and the other half will vest on the second anniversary of the grant date, subject to your continued employment through the applicable vesting dates. If the Company terminates you without Cause or you have a Non-Change in Control Good Reason termination, both as defined in the Severance Plan, any unvested RSUs shall vest pro-rata as of the end of your employment. Pro-rata vesting will be calculated by multiplying the number of RSUs granted by a fraction where the numerator is the number of complete calendar months from the Grant Date through the Termination Date and the denominator is 24. | ||||
Page 2 of 4 | |||||
Cash Sign-on Payment: | We will provide you with a cash payment of $160,000 (US Dollars) to be paid within 30 days from your employment Start Date. Similar to your annual salary and other payments, this amount is subject to applicable tax and other withholding. This cash payment must be repaid to the Company if: (i) you resign on or before the two-year anniversary of its payment; and/or (ii) you are found, in the Company’s sole discretion, to have engaged in conduct that would give rise to a termination for Cause, as defined in the Severance Plan. | ||||
If you start employment with GE HealthCare on the Start Date, GE HealthCare shall, up to a maximum of $750,000, indemnify and hold you harmless from and against any and all losses, costs, claims, damages, injuries, demands, settlements (provided GE HealthCare has approved, in advance and in writing, the amount of any settlements), judgments, expenses, fines, penalties, or liabilities of any nature or kind, including reasonable attorneys' fees (unless GE HealthCare represents you, and if not, if it approves the counsel that represents you), court costs, out of pocket expenses, and fees of expert witnesses (collectively, "Claims"), arising from, relating to, or in connection with a claim against you, via litigation or otherwise, by your current employer, to either enforce the terms of your Employment Contract with your current employer, or allege damages for breach of that contract, so long as you remain employed by GE HealthCare at the time any Claims become payable. Any Claims paid by GE HealthCare must be repaid to the Company if you (i) you resign on or before the later of the two-year anniversary of the Start Date or the one-year anniversary of the date any Claims are paid; and/or (ii) you are found, in the Company’s sole discretion, to have engaged in conduct that would give rise to a termination for Cause, as defined in the Severance Plan.
Restrictive Covenants. As a condition of your employment, you agree to sign and abide by the enclosed Protective Covenants Agreement. Please sign this agreement before your start date and we advise you to consult with an attorney before doing so.
Confidentiality. You acknowledge that you will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the Company, its affiliates and its customers that constitutes a valuable asset of the Company and that is not available to the public. You agree that you will not use or disclose that confidential information, either during or after the termination of your employment, for any reason other than in the performance of your job and for the benefit of the Company and its affiliates. You further agree that you will sign the Company’s Employee Innovation and Proprietary Information Agreement as part of the on-boarding process and will abide by the terms of that Agreement.
Please note, this offer is contingent upon your agreement to the conditions of employment described in the Company's "Acknowledgement of Conditions of Employment". Your acknowledgment of this document and all required documentation will be collected electronically through the onboarding tool. More information on how to access this tool will be provided shortly. Nothing in this letter is a guarantee of employment for any fixed period or changes your at-will employment status with the Company or its affiliate.
You agree that you will never use or disclose confidential information of your current or prior employers during your employment by GE HealthCare, that upon your separation from your current employer you will ensure the full return of all of your current employer’s documents/electronic files in your custody or control, if any, and that you have done the same for all prior employers.
Page 3 of 4 | |||||
Jeannette, I am incredibly excited about the prospect of your joining our team. We look forward to your acceptance of this offer and response by email within 72 hours.
If you have any questions, please contact me at [***].
Sincerely,
Adam Holton
cc: Pete Arduini
Please sign below to agree to and accept this offer letter:
/s/ Jeannette Bankes November 17, 2024
Signature Date
Page 4 of 4 | |||||
Exhibit 10.4
[Date] Equity Grant Agreement
GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan (“Plan”)
GE HealthCare Restricted Stock Unit Grant Agreement (“Grant Agreement”)
For <<Employee Name>> (“Grantee”)
Grant Date | RSUs Granted | Vesting Schedule | |||||||||
Percentage of RSUs | Vesting Date | ||||||||||
<<Date>> | <<Number>> | 33% | <<Month>> 1, <<Year>> | ||||||||
33% | <<Month>> 1, <<Year>> | ||||||||||
34% | <<Month>> 1, <<Year>> | ||||||||||
1. Grant. The Talent, Culture, and Compensation Committee (“Committee”) of the Board of Directors of GE HealthCare Technologies Inc. (“Company”) has granted the above number of Restricted Stock Units (“RSUs”) to the Grantee, subject to the terms of this Grant Agreement. Without limiting any condition of this RSU award, the award is subject to cancellation and forfeiture if the Grantee does not confirm acceptance within 45 days of the Grant Date. Once vested, each RSU entitles the Grantee to receive from the Company (i) one share of Common Stock and (ii) a cash payment in respect of Dividend Equivalents (described below), each in accordance with the terms of this Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.
2. Vesting. In order to vest in an RSU, the Grantee must not incur a Termination of Employment from the Grant Date through the applicable Vesting Date listed above. All
unvested RSUs shall be immediately cancelled without payment upon the Grantee’s Termination of Employment for any reason before the applicable Vesting Date, and the Grantee shall thereupon cease to have any right to receive any shares of Common Stock or cash payments in respect of Dividend Equivalents accrued in respect of those cancelled RSUs, except as specifically provided below.
i.Death or Disability. If the Grantee’s Termination of Employment is a result of the Grantee’s death or Disability prior to the final Vesting Date listed above, then any unvested RSUs shall vest as of such Termination of Employment.
ii.Transfer of Business to Successor Employer. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above as a result of transferring directly to employment with a successor employer in connection with the transfer by the Company or an Affiliate of a business operation, then any unvested RSUs shall vest as of such Termination of Employment.
iii.Retirement Eligibility. If the Grantee meets the requirements for Retirement while in continuous employment and has a Termination of Employment after meeting such requirements prior to the final Vesting Date listed above and after the one-year anniversary of the Grant Date, then the Grantee shall continue to vest in any unvested RSUs in accordance with the Vesting Schedule above as if the Grantee had remained in continuous employment.
For purposes of this Grant Agreement Retirement means the attainment of:
a.age 65;
b.age 60 and completion of at least five years of continuous employment; or
c.age 55 and completion of at least ten years of continuous employment.
If retirement at an earlier age than noted in (a), (b) or (c) above is mandatory under applicable law or policy in the country where the Grantee is employed, for purposes of this Grant Agreement Retirement means the mandatory retirement date and the applicable service requirement closest to such date under (a), (b) or (c) above.
For purposes of this Grant Agreement continuous employment means continuous employment with the Company, or an Affiliate (or with General Electric Company or any of its affiliates through the date of the Company’s spinoff from General Electric Company) ending on Termination of Employment.
iv.Termination of Employment Following a Change in Control. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above, is
2
within 24 months after a Change in Control, and is the result of an involuntary termination by the Company without Cause or a voluntary termination by the Grantee for Good Reason, then any unvested RSUs shall vest as of such Termination of Employment.
For purposes of this Grant Agreement, Cause means, as determined in the sole discretion of the Committee, the Grantee’s:
•breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or breach of a material term of any other agreement between the Grantee and the Company;
•engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company;
•commission of an act of dishonesty, fraud, embezzlement or theft;
•conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude;
•failure to comply with the Company’s policies and procedures, including but not limited to The Spirit and Letter; or
•sustained poor performance of any material aspect of the Grantee’s duties or obligations, including refusal to follow lawful instructions from his or her manager (or, from the Board if the Grantee is the Company’s chief executive officer (“CEO”)), which is not substantially cured to the satisfaction of the manager (or, the Board if the Grantee is the CEO) within 30 days after written notice of such failure or poor performance has been given to the Grantee.
For purposes of this Grant Agreement, Good Reason means the Grantee’s employment with the Company is terminated for one of the following reasons within 24 months after a Change in Control:
•the assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties, reporting requirements, or responsibilities, in each case from those in effect immediately prior to the Change in Control, provided that the sale, disposition, or spin-off of any one or more of the businesses of the Company or its Affiliates, or any transaction following which the Company’s (or its successor’s) common equity is not publicly traded on a nationally recognized securities exchange or through a national market quotation
3
service, shall not be deemed a material diminution in the Grantee’s position, authority, duties, or responsibilities;
•a reduction in base salary, annual target cash incentive opportunity, or annual target long-term incentive opportunity in each case, from those in effect immediately prior to the Change in Control;
•a material breach by the Company of any agreement pursuant to which the Grantee provides services to the Company, including without limitation failure to pay any compensation due and owing to the Grantee; or
•the Company’s requirement to relocate to a location more than 50 miles from the Grantee’s principal place of employment as of the Change in Control; and
The Grantee takes all of the following actions in response to the existence of the Change in Control Good Reason condition(s):
•provides written notice to the Chief People Officer of the existence of the circumstances providing grounds for a Change in Control Good Reason Termination within 30 calendar days of the date the Grantee first becomes aware of such circumstances;
•allows the Company at least 30 calendar days to cure the circumstances providing grounds for a Change in Control Good Reason Termination; and
•if the Company fails to cure the circumstances providing grounds for a Change in Control Good Reason Termination, terminates employment with the Company within 30 calendar days following such failure to cure.
Any good faith determination of a Change in Control Good Reason by the Grantee shall be conclusive and binding on the Company.
v.Termination of Employment With Continued Service. If the Grantee’s Termination of Employment is immediately followed by a period of providing contractual services to the Company or an Affiliate at the written request of the Company’s Chief People Officer made prior to the Grantee’s Termination of Employment, and approved by the Committee in its sole discretion, then with respect to Awards granted to the Grantee while he or she served as an employee of the Company or an Affiliate, such period of service following the Grantee’s Termination of Employment shall constitute continuous employment for purposes of continuing to (A) vest in the Vesting Schedule listed above, and (B) earn age and service credit for purposes of meeting the requirements for Retirement through the last date the Grantee provides such contractual services.
4
Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Grantee’s jurisdiction that would likely result in the favorable treatment applicable to the Award pursuant to subparagraphs (i)-(v) being deemed unlawful and/or discriminatory, then such favorable treatment shall not be applied.
3. Dividend Equivalents. The Company will establish an amount for each RSU equal to the per share quarterly dividend payments made to the Company’s stockholders during the period beginning on the Grant Date and ending on the date that such RSU vests or is cancelled (“Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and, upon vesting of the related RSU, will pay the Grantee a single lump sum cash amount equal to the Dividend Equivalents on the same date that a share of Common Stock is delivered with respect to such RSU, as described in Section 4 of this Grant Agreement. Any accumulated and unpaid Dividend Equivalents attributable to a RSU that is cancelled will be immediately forfeited upon cancellation and will not be paid.
4. Delivery and Tax Withholding. Subject to Section XX(d) of the Plan, if applicable, within two weeks of the date any RSUs vest, the Company shall deliver to the Grantee a number of shares of Common Stock equal to the number of vested RSUs and the Dividend Equivalent cash amount with respect to each vested RSU (in each case net of applicable tax withholding and fees). Delivery shall be electronic, through the brokerage account established by the Company for the Grantee, or in such other medium as is determined by the Company.
Except as would result in taxation under Section 409A of the Code, if any income tax, social insurance, payroll tax, or other related similar withholding becomes legally due from Grantee prior to the settlement of such RSUs after vesting on account of the Grantee meeting the requirements of Retirement, settlement of a portion of the shares necessary to satisfy such amounts may be accelerated by withholding shares, or by such other method as may be approved by the Committee.
The Grantee is ultimately responsible for any and all applicable taxes, regardless of the amount withheld or reported. Notwithstanding the foregoing, the date of issuance or delivery of shares of Common Stock may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such shares of Common Stock to the extent such postponement is permissible under Section 409A of the Code.
5. Reserved.
5
6. Data Security and Privacy.
i. Data Collection, Processing and Usage. Personal data collected, processed and used by the Company in connection with Awards granted under the Plan includes the Grantee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards granted, cancelled, exercised, vested, or outstanding. In granting Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating shares of Common Stock in settlement of the Awards and implementing, administering and managing the Plan. The Company collects, processes and uses the Grantee’s personal data in compliance with Company’s Employment Data Protection Standards and the Uses of Employment Data for the Company’s Entities. The Grantee may exercise rights to access, correction, or restriction or deletion where applicable, by contacting the Grantee’s local HR manager or initiating a request through www.myhr.gehealthcare.com.
ii. Administrative Service Provider. The Company transfers the Grantee’s personal data to UBS Financial Services, which assists with the implementation, administration and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed on the UBS Financial Services portal.
7. Non-solicitation, Non-competition and Compliance with Agreements.
i. Non-solicitation. During the Grantee’s employment with the Company or any Affiliate, and for a period of twelve months after his/her Termination Date (the “Restricted Period”), Grantee will not, for the benefit of a Competitor or other business, directly or through assistance to others, participate in soliciting a Covered Employee to leave the employment of the Company or assist a Competitor or other business in efforts to hire a Covered Employee away from the Company without the Company’s advance written approval.
“Competitor” refers to any business (person, entity, or organization) that is engaged in, or preparing to engage in providing a Competing Product.
“Competing Product” is a product or service that would displace the business opportunities for, or otherwise compete with the products and/or services (existing or under development) that Grantee had material involvement with during the Look
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Back Period, so long as the Company remains in such line of business. It will be presumed that “material involvement” includes access to Confidential Information about a product or service, involvement with a product through assisting in cross selling the product where it is normally sold by a different part of the Company’s business, and supervision of other individuals who are selling or providing the product or service.
“Confidential Information” has the meaning described in the GE HealthCare Employee Innovation and Proprietary Information Agreement (“EIPIA”).
“Covered Employee” means an individual employed at the Lead Professional Band or higher (or any future equivalent management levels) to provide services to (or on behalf of) the Company that Grantee worked with, gained knowledge of, or was provided Confidential Information about as a result of Grantee’s employment with Company during the Look Back Period. A Covered Employee shall be presumed to also include individuals who have, within the preceding 90 days, resigned their employment with the Company and have continuing contractual obligations to the Company.
“Look Back Period” is the two years that precede the Grantee’s Termination of Employment.
If the Grantee primarily resides in California, the terms in footnote 1 will apply to Section 7.i.1
If the Grantee primarily resides in Washington, the terms in footnote 2 will apply to Section 7.i.2
1 If Grantee primarily resides in California, the post-employment obligation in Section 7.i will not apply.
2 If Grantee primarily resides in Washington, the choice of law in the Grant Agreement, including the Global Addendum, shall not be applied to the extent it deprives the Grantee of the protections or benefits of the Wash. Rev. Code § 49.62.005–900 (2020) (the “Washington Act”), and the Grant Agreement shall not be applied so as to require Grantee to adjudicate a covenant covered by the Washington Act outside the state of Washington. Section 7.i. is modified to only prohibit solicitation by the Grantee of any Covered Employee who is an employee of the Company to leave employment with the Company in accordance with the definition of an enforceable “Nonsolicitation agreement” under the Washington Act. Section 7.ii. is modified to only prohibit solicitation by Grantee of any Covered Customer of the Company who is then a current customer to cease or reduce the extent to which the customer is doing business with the Company in accordance with the definition of an enforceable “Nonsolicitation agreement” under the Washington Act. Section 7.ii. will only be enforceable against Grantee if as of the date enforcement is sought or Grantee’s last day of employment (whichever is earlier) Grantee’s earnings from the Company in the prior year (or portion thereof for which Grantee was employed), when annualized, exceed the inflation-adjusted equivalent of one hundred thousand dollars ($100,000) per year as of Jan. 1, 2020 (the “Adjusted Threshold”) (adjusted as provided for in the Washington Act). This Adjusted Threshold figure is published annually at https://lni.wa.gov/workers-rights/workplace-policies/Non-Compete-Agreements. In the event Grantee’s employment is terminated as a result of a layoff, Section 7.ii. will not be enforced by the Company unless the Company agrees at the time of Grantee’s layoff to provide Grantee with the payments required by Washington Act to keep such covenants in effect.
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ii.Non-competition. During the Restricted Period, Grantee will not provide services to or be associated with a Competitor in any role or position (as an employee, director, owner, consultant or otherwise) that would involve his/her participation in Competitive Activity within the Restricted Area.
“Competitive Activity” is activity that involves (a) providing services to or for a Competitor that are the same as or similar in function or purpose to those services Grantee provided to or for the Company during the period of his/her employment with the Company (inclusive of employment with an acquired business that is now part of the Company) in the Look Back Period, (b) providing a Competing Product to a Covered Customer, or accepting business from a Covered Customer that involves a Competing Product, (c) owning, operating, or managing a business that is a Competitor, or (d) participating in other activity that is likely to result in the use or disclosure of Confidential Information for the benefit of a Competitor.
“Covered Customer” means a customer of the Company that Grantee had material contact within the Look Back Period. Material contact will be presumed present if in the Look Back Period (i) the Grantee (or persons under his/her supervision) provided services to or had business-related contact with the customer on behalf of the Company, (ii) Grantee was provided Confidential Information about the customer, or (iii) Grantee received commissions or other beneficial credit from the Company for business conducted with the customer. Customers will be presumed to include active customer prospects as of the Grantee’s Termination of Employment that he/she had material contact with or Confidential Information about and will not be limited to the end user or purchaser of the Company’s products or services but shall also be understood to include customer representatives such as GPOs (Group Purchasing Organizations).
“Restricted Area” refers to the geographic locations of the Covered Customers and each geographic area, by state, county, or other recognized geographic boundary (as used in the ordinary course of the Company’s business) that is assigned to Grantee as a limitation on where he/she is to do business for the Company in the Look Back Period if his/her responsibilities for the Company and access to Confidential
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Information (through group management meetings or otherwise) is limited to a specific geographic territory. If Grantee is not assigned a specific geographic territory that is limited in the forgoing way, or the forgoing scope of Restricted Area is not enforceable, then the Restricted Area shall be the geographic markets where the Company does business that Grantee has involvement with or has been provided Confidential Information about in the course of his/her employment during the Look Back Period and that could be used to harm the protectable interests of the Company which will be presumed to be, if Grantee works or resides in the United States the state where he/she resides, the state from which he/she is assigned to work, if different from his/her state of residence, the contiguous states, and each additional state within the United States where the Company does business or, if Grantee is not based in the United States, the country in which he/she works and resides. Grantee will not, through remote communications from outside of the Restricted Area, engage in prohibited activity that reaches into, relates to, or otherwise materially involves business within the Restricted Area. If the Restricted Area is not clear to Grantee upon his/her Termination of Employment, he/she will seek clarification from the Company’s Legal Department within 14 days after the Termination Date. Grantee agrees not to complain about any uncertainty he/she may have regarding the Restricted Area applicable to him/her if he/she does not do so.
If Grantee primarily resides in California, Colorado, or Minnesota, the post- employment obligations in Section 7. ii. will not apply. If Grantee primarily resides in Washington, the terms in footnote 2 will apply to Section 7.ii.
iii.Compliance with Agreements. Grantee will comply with, and shall not breach, any contractual obligations Grantee has to the Company or an Affiliate, including, but not limited to obligations Grantee has not to disclose the Company’s or any Affiliate’s Confidential Information. To the extent Grantee is subject to any existing agreements restricting Grantee’s ability to compete with the Company or any Affiliate (the “Prior Agreements”), this Grant Agreement will supplement and not replace or reduce the applicability or enforceability of the Prior Agreements. Grantee acknowledges that the scope of the restrictions in this Section 7 of this Grant Agreement may be different from those contained in other agreements with the Company or an Affiliate because the purpose of, and justification for the restrictions in this Grant Agreement may be different as described in Section 7.vii hereof.
iv.Relief. Grantee agrees that any breach by him/her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and the Affiliates for which money damages may not be an adequate remedy. Accordingly, the Grantee agrees that the Company and the Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and the Affiliates harmless from any loss, claim or damages, including,
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without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as to repay any payments made hereunder (regardless of whether the RSUs are vested), except to the extent that such reimbursement is prohibited by law.
v.Consideration. Grantee agrees that the payment and benefits provided for in the Grant Agreement constitute fair and reasonable consideration for Grantee’s compliance with this Section 7.
vi.Grantee Rights. Nothing in this Grant Agreement prevents the Grantee from or interferes with the Grantee’s rights to file a claim or charge or participate, with or without notice to the Company, in an investigation or proceeding of a law enforcement authority or government agency, including any state or federal fair employment practices agency (such as the Equal Employment Opportunity Commission), the U.S. Securities and Exchange Commission, the Department of Labor, the Department of Justice, and the Financial Industry Regulatory Authority.
Nothing in this Grant Agreement prevents Grantee from disclosing information about acts in the workplace that Grantee has reason to believe are unlawful, including, but not limited to, harassment, discrimination or any other conduct. If the Grantee primarily resides in Washington, the terms in footnote 3 will apply to Section 7.vi.3
iv.Purpose. The purpose of, and justification for the restrictions in this Section 7 is to ensure Grantee’s conduct remains aligned with the interests of other stakeholders in the business and Grantee does not engage in conduct that is detrimental to, and inconsistent with the interests of the stakeholders and participants in the Plan if Grantee is going to be provided the opportunity to participate as a stakeholder in the business of the Company and benefit from the growth of the business, either as holder of RSUs, Options or any other equity granted under the Plan.
8. Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award, and the Grantee’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
3 If Grantee primarily resides in Washington, nothing in this Grant Agreement will be construed to prohibit Grantee from disclosing or discussing conduct Grantee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, sexual assault or recognized as a clear mandate of public policy or disclosing the existence of a settlement involving any such event or conduct.
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9. Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any RSUs without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that (a) constitutes a breach of this Grant Agreement, the EIPIA or any other confidentiality, non-solicitation, or non-competition agreement with the Company or any Affiliate, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or any Affiliate or (c) occurred prior to the Grantee’s Termination of Employment and would give rise to a Termination of Employment for Cause (regardless of whether such conduct is discovered before or after the Grantee’s Termination of Employment), any outstanding RSUs shall be cancelled immediately, and any amounts previously conveyed under this Grant Agreement shall be subject to recoupment. In any event, the RSUs provided under this Grant Agreement and any shares of Common Stock previously conveyed or other payments made in respect thereof, shall be further subject to any recoupment policy that the Company may adopt from time to time, to the extent such policy is applicable to the Grantee, and to such compensation including, but not limited to the GE HealthCare Technologies Inc. Clawback Policy designed to comply with the requirements of Rule 10D-1 promulgated under the Act, as in effect and amended from time to time. By accepting the grant of RSUs under this Grant Agreement, the Grantee acknowledges, agrees and consents to the Company’s application, implementation, and enforcement of (x) such recoupment policies with respect to all covered compensation received or to be received by the Grantee, to the extent applicable, and (y) any provision of applicable law relating to cancellation, recoupment, recession, or payback of compensation and expressly agrees that the Company may take any such actions as are necessary to effectuate recoupment or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s shares of Common Stock and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such shares of Common Stock and other assets to the Company. To the extent that the terms of this Grant Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail. Also, the RSUs shall be null and void to the extent the grant of the RSUs or the vesting thereof is prohibited under the laws of the country of residence of the Grantee.
10. Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all capitalized terms used in this Grant Agreement have the same meaning as given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.
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11. Interpretation and Construction. This Grant Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including correction of any defect or omission and reconciliation of any inconsistency) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Grant Agreement shall be made in the Committee’s sole discretion. Determinations made under this Grant Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.
12. Severability. The invalidity or unenforceability of any provision of the Plan or this Grant Agreement will not affect the validity or enforceability of any other provision of the Plan or this Grant Agreement, and each provision of the Plan and this Grant Agreement will be severable and enforceable to the extent permitted by law.
13. Stockholder Rights. The Grantee shall not have any voting or other stockholder rights unless and until shares of Common Stock are actually delivered to the Grantee.
14. No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any Affiliate.
15. Discretionary Award, Extraordinary Benefit. Awards under the Plan are granted to employees of the Company and the Affiliates in the Committee’s sole discretion. The Award described in this Grant Agreement is a one-time benefit and does not create any contractual or other right to receive other Awards under the Plan or other benefits in lieu thereof. Future grants, if any, will be at the sole discretion of the Committee. The Grantee’s participation in the Plan is voluntary. This Award (and each other Award, if any, granted under the Plan) constitutes an extraordinary item of compensation and is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, or other benefit rights (unless otherwise expressly provided in an applicable benefit plan).
16. No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.
17. Successors and Assigns. The Company may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Grant Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors or administrators.
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18. Section 409A. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code and any state law of similar effect (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4) and/or another exemption). Where the Grant Agreement specifies a window during which a payment may be made, the payment date within such window shall be determined by the Company in its sole discretion; provided, however, that if the RSUs are subject to Section 409A, then any payment of the RSUs on a Vesting Date listed above will occur no later than December 31 of the year in which such applicable Vesting Date occurs.
19. Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures, and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the RSUs. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee.
By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agreement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.
20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
21. Global Addendum. Notwithstanding any provisions in this document to the contrary, the RSUs will also be subject to the special terms and conditions set forth on Appendix A for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Grant Agreement.
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Exhibit 10.5
[Date] Equity Grant Agreement
GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan (“Plan”)
GE HealthCare Stock Option Grant Agreement (“Grant Agreement”)
For <<Employee Name>> (“Grantee”)
Grant Date | Option Shares Granted | Option Exercise Price* | Option Expiration Date | Vesting Schedule | |||||||||||||
Percentage of Option Shares | Vesting Date | ||||||||||||||||
<<Date>> | <<Number>> | $ | <<Month>> 1, <<Year>> | 33% | <<Month>> 1, <<Year>> | ||||||||||||
33% | <<Month>> 1, <<Year>> | ||||||||||||||||
34% | <<Month>> 1, <<Year>> | ||||||||||||||||
*Exercise price shall be no less than the Fair Market Value of a share of Common Stock on the Grant Date.
1.Grant. The Talent, Culture, and Compensation Committee (“Committee”) of the Board of Directors of GE HealthCare Technologies Inc. (“Company”) has granted an option to purchase the above number of shares of Common Stock to the Grantee subject to the terms of this Grant Agreement (“Option”). Without limiting any condition of this Option award, the award is subject to cancellation and forfeiture if the Grantee does not confirm acceptance within 45 days of the Grant Date. Once vested, the Option entitles the Grantee to purchase from the Company the vested number of shares of Common Stock, each at the Option Exercise Price provided above, in accordance with the terms of this Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.
2.Vesting and Expiration Date. In order for all or part of the Option to become vested, the Grantee must not incur a Termination of Employment from the Grant Date through the applicable Vesting Date listed above. Upon the earlier of the Option Expiration Date and the Grantee’s Termination of Employment for any reason, the Option shall be cancelled
and forfeited in full (including with respect to any vested but unexercised rights), except as specifically provided below.
i.Death or Disability. If the Grantee’s Termination of Employment is a result of the Grantee’s death or Disability, then (A) any unvested rights under the Option shall vest and become immediately exercisable as of such Termination of Employment, and (B) all vested rights under the Option (after giving effect to the preceding clause (A)) shall remain exercisable until the Option Expiration Date.
ii.Retirement Eligibility. If the Grantee meets the requirements for Retirement while in continuous employment and has a Termination of Employment after meeting such requirements prior to the final Vesting Date listed above and after the one-year anniversary of the Grant Date, then (A) the Grantee shall continue to vest in any unvested Options in accordance with the Vesting Schedule above as if the Grantee had remained in continuous employment, and (B) all vested rights under the Option (after giving effect to the preceding clause (A)) shall remain exercisable until the Option Expiration Date.
For purposes of this Grant Agreement Retirement means attainment of:
a.age 65;
b.age 60 and completion of at least five years of continuous employment; or
c.age 55 and completion of at least ten years of continuous employment.
If retirement at an earlier age than noted in (a), (b) or (c) above is mandatory under applicable law or policy in the country where the Grantee is employed, for purposes of the Grant Agreement Retirement means the mandatory retirement date and the applicable service requirement closest to such date under (a), (b) or (c) above.
For purposes of the Grant Agreement continuous employment means continuous employment with the Company, or an Affiliate (or with General Electric Company or any of its affiliates through the date of the Company’s spinoff from General Electric Company) ending on the Termination of Employment.
iii.Transfer of Business to Successor Employer. If the Grantee’s Termination of Employment occurs as a result of transferring directly to employment with a successor employer in connection with the transfer by the Company or an Affiliate of a business operation, then (A) any unvested rights under the Option shall vest and become immediately exercisable as of such Termination of Employment, and (B) all vested rights under the Option (after giving effect to the preceding clause (A)) shall remain exercisable only until the earlier of (x) 90 days after such Termination of Employment, and (y) the original Option Expiration Date.
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iv.Termination of Employment for Cause. If the Grantee’s Termination of Employment is for Cause, the Option shall be cancelled immediately (whether vested or unvested) and shall be unexercisable.
v.Termination of Employment Following a Change in Control. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above, is within 24 months after a Change in Control, and is the result of an involuntary termination by the Company without Cause or a voluntary termination by the Grantee for Good Reason, then (A) any unvested rights under the Option shall vest and become immediately exercisable as of such Termination of Employment, and (B) all vested rights under the Option (after giving effect to the preceding clause (A)) shall remain exercisable only until the earlier of (x) 90 days after such Termination of Employment, and (y) the original Option Expiration Date.
For purposes of this Grant Agreement, Cause means, as determined in the sole discretion of the Committee, the Grantee’s:
•breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or breach of a material term of any other agreement between the Grantee and the Company;
•engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company;
•commission of an act of dishonesty, fraud, embezzlement or theft;
•conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude;
•failure to comply with the Company’s policies and procedures, including but not limited to The Spirit and Letter; or
•sustained poor performance of any material aspect of the Grantee’s duties or obligations, including refusal to follow lawful instructions from his or her manager (or, from the Board if the Grantee is the Company’s chief executive officer (“CEO”)), which is not substantially cured to the satisfaction of the manager (or, the Board if the Grantee is the CEO) within 30 days after written notice of such failure or poor performance has been given to the Grantee.
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For purposes of this Grant Agreement, Good Reason means the Grantee’s employment with the Company is terminated for one of the following reasons within 24 months after a Change in Control:
•the assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties, reporting requirements, or responsibilities, in each case from those in effect immediately prior to the Change in Control, provided that the sale, disposition, or spin-off of any one or more of the businesses of the Company or its Affiliates, or any transaction following which the Company’s (or its successor’s) common equity is not publicly traded on a nationally recognized securities exchange or through a national market quotation service, shall not be deemed a material diminution in the Grantee’s position, authority, duties, or responsibilities;
•a reduction in base salary, annual target cash incentive opportunity, or annual target long-term incentive opportunity in each case, from those in effect immediately prior to the Change in Control;
•a material breach by the Company of any agreement pursuant to which the Grantee provides services to the Company, including without limitation failure to pay any compensation due and owing to the Grantee; or
•the Company’s requirement to relocate to a location more than 50 miles from the Grantee’s principal place of employment as of the Change in Control; and
The Grantee takes all of the following actions in response to the existence of the Change in Control Good Reason condition(s):
•provides written notice to the Chief People Officer of the existence of the circumstances providing grounds for a Change in Control Good Reason Termination within 30 calendar days of the date the Grantee first becomes aware of such circumstances;
•allows the Company at least 30 calendar days to cure the circumstances providing grounds for a Change in Control Good Reason Termination; and
•if the Company fails to cure the circumstances providing grounds for a Change in Control Good Reason Termination, terminates employment with the Company within 30 calendar days following such failure to cure.
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Any good faith determination of a Change in Control Good Reason by the Grantee shall be conclusive and binding on the Company.
vi.Termination of Employment With Continued Service. If the Grantee’s Termination of Employment is immediately followed by a period of providing contractual services to the Company or an Affiliate at the written request of the Company’s Chief People Officer made prior to the Grantee’s Termination of Employment, and approved by the Committee in its sole discretion, then with respect to Awards granted to the Grantee while he or she served as an employee of the Company or an Affiliate, such period of service following the Grantee’s Termination of Employment shall constitute continuous employment for purposes of continuing to (A) vest in the Vesting Schedule listed above, and (B) earn age and service credit for purposes of meeting the requirements for Retirement through the last date the Grantee provides such contractual services.
vii.Other Termination of Employment. If the Grantee’s Termination of Employment occurs for any reason not described, then the unvested portion of the Option shall be cancelled as of such Termination of Employment and the vested portion of the Option shall remain exercisable only until the earlier of (a) 90 days after such Termination of Employment and (b) the original Option Expiration Date.
Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that would likely result in the favorable treatment applicable to the Award pursuant to subparagraphs (i)-(vii) being deemed unlawful and/or discriminatory, then such favorable treatment shall not be applied.
3.Notice and Manner of Exercise. The Grantee may elect to exercise all or part of the Option (to the extent vested) by notifying the Company (through such administrative procedures as it may establish) of the number of shares of Common Stock to be purchased (exercised) and the date or share price upon which such Options shall be exercised. The number of shares of Common Stock delivered shall be reduced to cover the Option Exercise Price and applicable tax withholdings and fees, except as otherwise approved by the Committee or its delegates. Delivery shall be electronic through the brokerage account established by the Company for the Grantee, or in such other medium as is determined by the Company.
The Grantee is ultimately responsible for any and all applicable taxes, regardless of the amount withheld or reported. Notwithstanding the foregoing, the date of issuance or delivery of shares of Common Stock may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such shares of Common Stock to the
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extent such postponement is permissible under Section 409A of the Code. Likewise, the method of exercising Options under this Grant Agreement may be adjusted for compliance with applicable law in the jurisdiction applicable to the Grantee.
4.Reserved.
5.Data Security and Privacy.
i.Data Collection, Processing and Usage. Personal data collected, processed and used by the Company in connection with Awards granted under the Plan includes the Grantee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards granted, cancelled, exercised, vested, or outstanding. In granting Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating shares of Common Stock in settlement of the Awards and implementing, administering, and managing the Plan. The Company collects, processes, and uses the Grantee’s personal data in compliance with the Company’s Employment Data Protection Standards and the Uses of Employment Data for the Company’s entities. The Grantee may exercise rights to access, correction, or restriction or deletion where applicable, by contacting the Grantee’s local HR manager or initiating a request through www.myhr.gehealthcare.com.
ii.Administrative Service Provider. The Company transfers the Grantee’s personal data to UBS Financial Services, which assists with the implementation, administration, and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed on the UBS Financial Services portal.
6.Non-solicitation, Non-competition, and Compliance with Agreements.
i. Non-solicitation. During the Grantee’s employment with the Company or any Affiliate, and for a period of twelve months after his/her Termination Date (the “Restricted Period”), Grantee will not, for the benefit of a Competitor or other business, directly or through assistance to others, participate in soliciting a Covered Employee to leave the employment of the Company or assist a Competitor or other business in efforts to hire
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a Covered Employee away from the Company without the Company’s advance written approval.
“Competitor” refers to any business (person, entity, or organization) that is engaged in, or preparing to engage in providing a Competing Product.
“Competing Product” is a product or service that would displace the business opportunities for, or otherwise compete with the products and/or services (existing or under development) that Grantee had material involvement with during the Look Back Period so long as the Company remains in such line of business. It will be presumed that material involvement includes access to Confidential Information about a product or service, involvement with a product through assisting in cross selling the product where it is normally sold by a different part of the Company’s business, and supervision of other individuals who are selling or providing the product or service.
“Confidential Information” has the meaning described in the Employee Innovation and Proprietary Information Agreement (“EIPIA”).
“Covered Employee” means an individual employed at the Lead Professional Band or higher (or any future equivalent management levels) to provide services to (or on behalf of) the Company that Grantee worked with, gained knowledge of, or was provided Confidential Information about as a result of Grantee’s employment with Company during the Look Back Period. A Covered Employee shall be presumed to also include individuals who have, within the preceding 90 days, resigned their employment with the Company and have continuing contractual obligations to the Company.
“Look Back Period” is the two years that precede the Grantee’s Termination of Employment.
If the Grantee primarily resides in California, the terms in footnote 1 will apply to Section 6. i.1
1 If Grantee primarily resides in California, the post-employment obligation in Sections 6.i will not apply.
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If the Grantee primarily resides in Washington, the terms in footnote 2 will apply to Section 6. i.2
ii.Non-competition. During the Restricted Period, Grantee will not provide services to or be associated with a Competitor in any role or position (as an employee, director, owner, consultant or otherwise) that would involve his/her participation in Competitive Activity within the Restricted Area.
“Competitive Activity” is activity that involves (a) providing services to or for a Competitor that are the same as or similar in function or purpose to those services Grantee provided to or for the Company during the period of his/her employment with the Company (inclusive of employment with an acquired business that is now part of the Company) in the Look Back Period, (b) providing a Competing Product to a Covered Customer, or accepting business from a Covered Customer that involves a Competing Product, (c) owning, operating, or managing a business that is a Competitor, or (d) participating in other activity that is likely to result in the use or disclosure of Confidential Information for the benefit of a Competitor.
“Covered Customer” means a customer of the Company that Grantee had material contact within the Look Back Period. Material contact will be presumed present if in the Look Back Period (i) the Grantee (or persons under his/her supervision) provided services to or had business-related contact with the customer on behalf of the Company, (ii) Grantee was provided Confidential Information about the customer, or (iii) Grantee received commissions or other beneficial credit from the Company for business conducted with the customer. Customers will be presumed to include active customer prospects as of the Grantee’s Termination of Employment that he/she had material contact with or Confidential Information about and will not be limited to the end user or purchaser of the Company’s products or services but shall also be understood to include customer representatives such as GPOs (Group Purchasing Organizations).
2 If Grantee primarily resides in Washington, the choice of law in the Grant Agreement, including the Global Addendum, shall not be applied to the extent it deprives the Grantee of the protections or benefits of the Wash. Rev. Code § 49.62.005–900 (2020) (the “Washington Act”), and the Grant Agreement shall not be applied so as to require Grantee to adjudicate a covenant covered by the Washington Act outside the state of Washington. Section 7.i. is modified to only prohibit solicitation by the Grantee of any Covered Employee who is an employee of the Company to leave employment with the Company in accordance with the definition of an enforceable “Nonsolicitation agreement” under the Washington Act. Section 7. ii. is modified to only prohibit solicitation by Grantee of any Covered Customer of the Company who is then a current customer to cease or reduce the extent to which the customer is doing business with the Company in accordance with the definition of an enforceable “Nonsolicitation agreement” under the Washington Act. Section 7. ii. will only be enforceable against Grantee if as of the date enforcement is sought or Grantee’s last day of employment (whichever is earlier) Grantee’s earnings from the Company in the prior year (or portion thereof for which Grantee was employed), when annualized, exceed the inflation-adjusted equivalent of one hundred thousand dollars ($100,000) per year as of Jan. 1, 2020 (the “Adjusted Threshold”) (adjusted as provided for in the Washington Act). This Adjusted Threshold figure is published annually at https://lni.wa.gov/workers-rights/workplace-policies/Non-Compete-Agreements. In the event Grantee’s employment is terminated as a result of a layoff, Section 7. ii. will not be enforced by the Company unless the Company agrees at the time of Grantee’s layoff to provide Grantee with the payments required by Washington Act to keep such covenants in effect.
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“Restricted Area” refers to the geographic locations of the Covered Customers and each geographic area, by state, county, or other recognized geographic boundary (as used in the ordinary course of the Company’s business) that is assigned to Grantee as a limitation on where he/she is to do business for the Company in the Look Back Period if his/her responsibilities for the Company and access to Confidential Information (through group management meetings or otherwise) is limited to a specific geographic territory. If Grantee is not assigned a specific geographic territory that is limited in the forgoing way, or the forgoing scope of Restricted Area is not enforceable, then the Restricted Area shall be the geographic markets where the Company does business that Grantee has involvement with or has been provided Confidential Information about in the course of his/her employment during the Look Back Period and that could be used to harm the protectable interests of the Company which will be presumed to be, if Grantee works or resides in the United States the state where he/she resides, the state from which he/she is assigned to work, if different from his/her state of residence, the contiguous states, and each additional state within the United States where the Company does business or, if Grantee is not based in the United States, the country in which he/she works and resides. Grantee will not, through remote communications from outside of the Restricted Area, engage in prohibited activity that reaches into, relates to, or otherwise materially involves business within the Restricted Area. If the Restricted Area is not clear to Grantee upon his/her Termination of Employment, he/she will seek clarification from the Company’s Legal Department within 14 days after the Termination Date. Grantee agrees not to complain about any uncertainty he/she may have regarding the Restricted Area applicable to him/her if he/she does not do so.
If Grantee primarily resides in California, Colorado, or Minnesota, the post-employment obligations in Section 6. ii. will not apply. If Grantee primarily resides in Washington, the terms in footnote 2 will apply to Section 6. ii.
iii.Compliance with Agreements. Grantee will comply with and shall not breach any contractual obligations Grantee has to the Company or an Affiliate, including, but not limited to, obligations Grantee has not to disclose the Company’s or any Affiliate’s Confidential Information. To the extent Grantee is subject to any existing agreements restricting Grantee’s ability to compete with the Company or any Affiliate (the “Prior Agreements”), this Grant Agreement will supplement, and not replace or reduce the applicability or enforceability of the Prior Agreements. Grantee acknowledges that the scope of the restrictions in this Section 6 of this Grant Agreement may be different from those contained in other agreements with the Company or an Affiliate because the purpose of, and justification for the restrictions in this Grant Agreement may be different as described in Section 6.vii hereof.
iv.Relief. Grantee agrees that any breach by him/her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and the
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Affiliates for which money damages may not be an adequate remedy. Accordingly, the Grantee agrees that the Company and the Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and the Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as to repay any payments made hereunder (regardless of whether the Option is vested), except to the extent that such reimbursement is prohibited by law.
v.Consideration. Grantee agrees that the payment and benefits provided for in the Grant Agreement constitute fair and reasonable consideration for Grantee’s compliance with this Section 6.
vi.Grantee Rights. Nothing in this Grant Agreement prevents Grantee from or interferes with the Grantee’s rights to file a claim or charge or participate, with or without notice to the Company, in an investigation or proceeding of a law enforcement authority or government agency, including any state or federal fair employment practices agency (such as the Equal Employment Opportunity Commission), the U.S. Securities and Exchange Commission, the Department of Labor, the Department of Justice, and the Financial Industry Regulatory Authority.
Nothing in this Grant Agreement prevents the Grantee from disclosing information about acts in the workplace that Grantee has reason to believe are unlawful, including, but not limited to, harassment, discrimination, or any other conduct. If the Grantee primarily resides in Washington, the terms in footnote 3 will apply to Section 6.vi.3
vii.Purpose. The purpose of, and justification for the restrictions in this Section 6 is to ensure Grantee’s conduct remains aligned with the interests of other stakeholders in the business and Grantee does not engage in conduct that is detrimental to, and inconsistent with the interests of the stakeholders and participants in the Plan if Grantee is going to be provided the opportunity to participate as a stakeholder in the business of the Company and benefit from the growth of the business, either as an Option holder or holder of other equity granted under the Plan.
7.Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award, and the Grantee’s participation in the Plan to the extent the Company determines, in its sole
3 If Grantee primarily resides in Washington, nothing in this Grant Agreement will be construed to prohibit Grantee from disclosing or discussing conduct Grantee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, sexual assault or recognized as a clear mandate of public policy or disclosing the existence of a settlement involving any such event or conduct.
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discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
8.Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue, or terminate the Option without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that (a) constitutes a breach of this Grant Agreement, the EIPIA or any other confidentiality, non-solicitation, or non-competition agreement with the Company or any Affiliate, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or any Affiliate or (c) occurred prior to the Grantee’s Termination of Employment and would give rise to a Termination of Employment for Cause (regardless of whether such conduct is discovered before or after the Grantee’s Termination of Employment), the unexercised portion of the Option shall be cancelled immediately, and any amounts previously conveyed under this Grant Agreement shall be subject to recoupment. In any event, the Option provided under this Grant Agreement and any shares of Common Stock previously conveyed or other payments made in respect thereof, shall be further subject to the Company’s recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Grantee, and to such compensation, including, but not limited to, the GE HealthCare Technologies Inc. Clawback Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the Act, as in effect and amended from time to time. By accepting the grant of Options under this Grant Agreement, the Grantee acknowledges, agrees and consents to the Company’s application, implementation, and enforcement of (x) such recoupment policies with respect to all covered compensation received or to be received by the Grantee, to the extent applicable, and (y) any provision of applicable law relating to cancellation, recoupment, recession, or payback of compensation and expressly agrees that the Company may take any such actions as are necessary to effectuate recoupment or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s shares of Common Stock and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such shares of Common Stock and other assets to the Company. To the extent that the terms of this Grant Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail. Also, the Option shall be null and void to the extent the grant of the Option or the vesting or exercise thereof is prohibited under the laws of the country of residence of the Grantee.
9.Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all capitalized terms used in this Grant Agreement have the same meaning as
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given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.
10.Interpretation and Construction. This Grant Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including correction of any defect or omission and reconciliation of any inconsistency) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Grant Agreement shall be made in the Committee’s sole discretion. Determinations made under this Grant Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.
11.Severability. The invalidity or unenforceability of any provision of the Plan or this Grant Agreement will not affect the validity or enforceability of any other provision of the Plan or this Grant Agreement, and each provision of the Plan and this Grant Agreement will be severable and enforceable to the extent permitted by law.
12.Stockholder Rights. The Grantee shall not have any voting or other stockholder rights unless and until shares of Common Stock are actually delivered to the Grantee.
13.No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any Affiliate.
14.Discretionary Award, Extraordinary Benefit. Awards under the Plan are granted to employees of the Company and the Affiliates in the Committee’s sole discretion. The Award described in this Grant Agreement is a one-time benefit and does not create any contractual or other right to receive other Awards under the Plan or other benefits in lieu thereof. Future grants, if any, will be at the sole discretion of the Committee. The Grantee’s participation in the Plan is voluntary. This Award (and each other Award, if any, granted under the Plan) constitutes an extraordinary item of compensation and is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, or other benefit rights (unless otherwise expressly provided in an applicable benefit plan).
15.No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.
16.Successors and Assigns. The Company may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth
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herein, this Grant Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, or administrators.
17.Section 409A. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code and any state law of similar effect (i.e., applying the exemption for stock rights described in Treas. Reg. § 1.409A-1(b)(5) and/or another exemption).
18.Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures, and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the Option. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee.
By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agreement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.
19.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
20.Global Addendum. Notwithstanding any provisions in this document to the contrary, the Option will also be subject to the special terms and conditions set forth on Appendix A for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Grant Agreement.
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Exhibit 10.6
[Date] Equity Grant Agreement
GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan (“Plan”)
GE HealthCare Performance Stock Unit Grant Agreement (“Grant Agreement”)
For <<Employee Name>> (“Grantee”)
Grant Date | PSUs Granted | Vesting Schedule | |||||||||
Percentage of PSUs1 | Vesting Date | ||||||||||
<<Number>> | 100% | The date in Q1 2029 on which the Committee (as defined below) certifies PSU performance | |||||||||
1Actual number of shares of common stock delivered to be between 0% and 200%.
1. Grant. The Talent, Culture, and Compensation Committee (“Committee”) of the Board of Directors of GE HealthCare Technologies Inc. (“Company”) has granted the above number of Performance Stock Units (“PSUs”) to the Grantee, subject to the terms of this Grant Agreement. Without limiting any condition of this PSU award, the award is subject to cancellation and forfeiture if the Grantee does not confirm acceptance within 45 days of the Grant Date. Once vested, each PSU entitles the Grantee to receive from the Company (i) one share of Common Stock and (ii) a cash payment in respect of Dividend Equivalents (described below), each in accordance with the terms of this Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.
2. Vesting. A PSU shall become vested only upon satisfaction of the performance criteria described in Section 2.a and the employment criteria described in Section 2.b.
a.Performance Criteria. Subject to satisfying the employment criteria described in Section 2.b, the number of PSUs to be vested shall be a percentage of the number of PSUs Granted (as shown above) based on performance against the Company’s (i) <<Period>> Organic Revenue, (ii) <<Period>> Cumulative Adjusted Earnings Per Share
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(“EPS”), and (iii) <<Period>> Relative Total Shareholder Return (“rTSR”) with each weighted as shown in the table below:
Factor | Weight | Threshold | Target | Maximum | ||||||||||
Period Organic Revenue1 | 40% | |||||||||||||
EPS2 | 30% | |||||||||||||
rTSR3 | 30% | |||||||||||||
Payout Percentage | 50% | 100% | 200% | |||||||||||
1 Organic Revenue (non-GAAP metric) <<Period>>: Total Revenue (GAAP-reported), excluding the effects of (1) net sales from recent acquisitions and divestitures with less than a full year of comparable net sales; and (2) foreign currency exchange rate fluctuations in order to present revenue on a constant currency basis. Assuming October 2025 MOR (Budget FX) for Target.
2 Cumulative Adj EPS <<Period>>: Sum of Adj EPS for the year << >>, << >>, and << >>.
Adj EPS: Diluted earnings per share from continuing operations excluding the per share impact of: (1) Non-operating benefit (income) costs; (2) restructuring costs; (3) acquisition, disposition related charges (benefits); (4) Spin-Off and separation costs; (5) (gain) loss on business and asset dispositions; (6) amortization of acquisition-related intangible assets; (7) investment revaluation (gain) loss; (8) tax effect of reconciling items (items 1-7); and (9) certain tax adjustments as described in Adjusted tax expense definition below.
Adjusted tax expense: 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. In addition, we may from time to time consider excluding other nonrecurring tax items to enhance comparability between periods.
Volume of outstanding shares would be adjusted for any buyback or share split and Adj Net income for acquisition or disposition to make it comparable to target assumption.
3 rTSR: TSR is the change in share price over the cumulative three-year performance period plus reinvested dividends divided by the share price at the beginning of the three-year performance period. TSR is calculated by using the trailing 20-day average share price at the beginning and end of the three-year period for GEHC and the GEHC Peer Group. GEHC’s TSR is compared to the TSR of the GEHC Peer Group to determine GEHC’s percentile ranking.
If performance for a factor is below the threshold level, that factor will be 0%. If the performance for a factor is above the maximum level, that factor will be capped 200%, and the applicable weight will be applied. If performance is between the threshold and target, or between the target and maximum, the percentage will be determined by interpolation. However, in no event will the PSU provide more than 200% of the PSUs Granted in total.
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All determinations regarding performance criteria shall be made solely by the Committee in accordance with the customary accounting and financial reporting practices used by the Company for external reporting, and the Committee shall have discretion to include adjustment to the performance criteria as it deems appropriate to reflect the impact of corporate transactions, including merger, acquisition, disposition, sale, discontinued operations, share buybacks, recapitalization, split-up, spinoff, reorganization, restructuring, accounting, tax law changes, tariff changes, or other extraordinary, unusual, nonrecurring, or infrequent events, or other similar corporate transactions, as determined by the Committee.
b.Employment Criteria. In order to vest in PSUs with respect to which the performance criteria are satisfied, the Grantee must not incur a Termination of Employment, from the Grant Date through the applicable Vesting Date listed above. All unvested PSUs shall be immediately cancelled without payment upon the Grantee’s Termination of Employment for any reason before the applicable Vesting Date, and the Grantee shall thereupon cease to have any right to receive any shares of Common Stock or cash payments in respect of Dividend Equivalents accrued in respect of those cancelled PSUs, except as specifically provided below.
i.Death or Disability. If the Grantee’s Termination of Employment is a result of the Grantee’s death or Disability prior to the Vesting Date listed above, then the employment criteria shall be deemed satisfied as of such Termination of Employment.
ii.Retirement Eligibility. If the Grantee meets the requirements for Retirement while in continuous employment and has a Termination of Employment after meeting such requirements prior to the Vesting Date listed above and after the one-year anniversary of the Grant Date, then the Grantee shall continue to vest in the employment criteria for any unvested PSUs in accordance with the Vesting Schedule above as if the Grantee had remained in continuous employment. For purposes of this Grant Agreement Retirement means the attainment of:
a.age 65;
b.age 60 and completion of at least five years of continuous employment; or
c.age 55 and completion of at least ten years of continuous employment.
If retirement at an earlier age than noted in (a), (b) or (c) above is mandatory under applicable law or policy in the country where the Grantee is employed, for purposes of this Grant Agreement Retirement means the mandatory retirement date and the applicable service requirement closest to such date under (a), (b) or (c) above.
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For purposes of this Grant Agreement continuous employment means continuous employment with the Company, or an Affiliate (or with General Electric Company or any of its affiliates through the date of the Company’s spinoff from General Electric Company) ending on Termination of Employment.
iii.Termination of Employment Following a Change in Control. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above, is within 24 months after a Change in Control, and is the result of an involuntary termination by the Company without Cause or a voluntary termination by the Grantee for Good Reason, then the employment criteria shall be deemed satisfied as of such Termination of Employment.
For purposes of this Grant Agreement, Cause means, as determined in the sole discretion of the Committee, the Grantee’s:
•breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or breach of a material term of any other agreement between the Grantee and the Company;
•engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company;
•commission of an act of dishonesty, fraud, embezzlement or theft;
•conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude;
•failure to comply with the Company’s policies and procedures, including but not limited to The Spirit and Letter; or
•sustained poor performance of any material aspect of the Grantee’s duties or obligations, including refusal to follow lawful instructions from his or her manager (or, from the Board if the Grantee is the Company’s chief executive officer (“CEO”)), which is not substantially cured to the satisfaction of the manager (or, the Board if the Grantee is the CEO) within 30 days after written notice of such failure or poor performance has been given to the Grantee.
For purposes of this Grant Agreement, Good Reason means the Grantee’s employment with the Company is terminated for one of the following reasons within 24 months after a Change in Control:
•the assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including status, offices, titles, and
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reporting requirements), authority, duties, or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties, reporting requirements, or responsibilities, in each case from those in effect immediately prior to the Change in Control, provided that the sale, disposition, or spin-off of any one or more of the businesses of the Company or its Affiliates, or any transaction following which the Company’s (or its successor’s) common equity is not publicly traded on a nationally recognized securities exchange or through a national market quotation service, shall not be deemed a material diminution in the Grantee’s position, authority, duties, or responsibilities;
•a reduction in base salary, annual target cash incentive opportunity, or annual target long-term incentive opportunity in each case, from those in effect immediately prior to the Change in Control;
•a material breach by the Company of any agreement pursuant to which the Grantee provides services to the Company, including without limitation failure to pay any compensation due and owing to the Grantee; or
•the Company’s requirement to relocate to a location more than 50 miles from the Grantee’s principal place of employment as of the Change in Control; and
The Grantee takes all of the following actions in response to the existence of the Change in Control Good Reason condition(s):
•provides written notice to the Chief People Officer of the existence of the circumstances providing grounds for a Change in Control Good Reason Termination within 30 calendar days of the date the Grantee first becomes aware of such circumstances;
•allows the Company at least 30 calendar days to cure the circumstances providing grounds for a Change in Control Good Reason Termination; and
•if the Company fails to cure the circumstances providing grounds for a Change in Control Good Reason Termination, terminates employment with the Company within 30 calendar days following such failure to cure.
Any good faith determination of a Change in Control Good Reason by the Grantee shall be conclusive and binding on the Company.
iv.Termination of Employment With Continued Service. If the Grantee’s Termination of Employment is immediately followed by a period of providing contractual services to the Company or an Affiliate at the written request of the Company’s Chief People Officer made prior to the Grantee’s Termination of Employment, and approved by the Committee in its sole discretion, then with
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respect to Awards granted to the Grantee while he or she served as an employee of the Company or an Affiliate, such period of service following the Grantee’s Termination of Employment shall constitute continuous employment for purposes of continuing to (A) vest in the Vesting Schedule listed above, and (B) earn age and service credit for purposes of meeting the requirements for Retirement through the last date the Grantee provides such contractual services.
Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgement and/or legal development in Grantee’s jurisdiction that would likely result in the favorable treatment applicable to the Award pursuant to subparagraphs (i)-(iv) being deemed unlawful and/or discriminatory, then such favorable treatment shall not be applied.
3. Dividend Equivalents. The Company will establish an amount for each PSU equal to the per share quarterly dividend payments made to the Company’s stockholders during the period beginning on the Grant Date and ending on the date that such PSU vests or is cancelled (“Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and, upon vesting of the related PSU, will pay the Grantee a single lump sum cash amount equal to the Dividend Equivalents on the same date that a share of Common Stock is delivered with respect to such PSU, as described in Section 4 of this Grant Agreement. Any accumulated and unpaid Dividend Equivalents attributable to a PSU that is cancelled will be immediately forfeited upon cancellation and will not be paid.
4. Delivery and Tax Withholding. As soon as practicable after the Vesting Date, the Company shall deliver to the Grantee a number of shares of Common Stock equal to the number of vested PSUs and the Dividend Equivalent cash amount with respect to each vested PSU (in each case net of applicable tax withholding and fees). Delivery shall be electronic, through the brokerage account established by the Company for the Grantee, or in such other medium as is determined by the Company. The Grantee is ultimately responsible for any and all applicable taxes, regardless of the amount withheld or reported. Notwithstanding the foregoing, the date of issuance or delivery of shares of Common Stock may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such shares of Common Stock to the extent such postponement is permissible under Section 409A of the Code.
5. Reserved.
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6. Data Security and Privacy.
i. Data Collection, Processing and Usage. Personal data collected, processed and used by the Company in connection with Awards granted under the Plan includes the Grantee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards granted, cancelled, exercised, vested, or outstanding. In granting Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating shares of Common Stock in settlement of the Awards and implementing, administering and managing the Plan. The Company collects, processes and uses the Grantee’s personal data in compliance with Company’s Employment Data Protection Standards and the Uses of Employment Data for the Company’s Entities. The Grantee may exercise rights to access, correction, or restriction or deletion where applicable, by contacting the Grantee’s local HR manager or initiating a request through www.myhr.gehealthcare.com.
ii. Administrative Service Provider. The Company transfers the Grantee’s personal data to UBS Financial Services, which assists with the implementation, administration and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed on the UBS Financial Services portal.
7. Non-solicitation, Non-competition and Compliance with Agreements.
i.Non-solicitation. During the Grantee’s employment with the Company or any Affiliate, and for a period of twelve months after his/her Termination Date (the “Restricted Period”), Grantee will not, for the benefit of a Competitor or other business, directly or through assistance to others, participate in soliciting a Covered Employee to leave the employment of the Company or assist a Competitor or other business in efforts to hire a Covered Employee away from the Company without the Company’s advance written approval.
“Competitor” refers to any business (person, entity, or organization) that is engaged in, or preparing to engage in providing a Competing Product.
“Competing Product” is a product or service that would displace the business opportunities for, or otherwise compete with the products and/or services (existing
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or under development) that Grantee had material involvement with during the Look Back Period, so long as the Company remains in such line of business. It will be presumed that “material involvement” includes access to Confidential Information about a product or service, involvement with a product through assisting in cross-selling the product where it is normally sold by a different part of the Company’s business, and supervision of other individuals who are selling or providing the product or service.
“Confidential Information” has the meaning described in the Employee Innovation and Proprietary Information Agreement (“EIPIA”).
“Covered Employee” means an individual employed at the Lead Professional Band or higher (or any future equivalent management levels) to provide services to (or on behalf of) the Company that Grantee worked with, gained knowledge of, or was provided Confidential Information about as a result of Grantee’s employment with Company during the Look Back Period. A Covered Employee shall be presumed to also include individuals who have, within the preceding 90 days, resigned their employment with the Company and have continuing contractual obligations to the Company.
“Look Back Period” is the two years that precede the Grantee’s Termination of Employment.
If the Grantee primarily resides in California, the terms in footnote 1 will apply to Section 7.i.1
If the Grantee primarily resides in Washington, the terms in footnote 2 will apply to Section 7.i.2
1 If Grantee primarily resides in California, the post-employment obligation in Section 7.i will not apply.
2 If Grantee primarily resides in Washington, the choice of law in the Grant Agreement, including the Global Addendum, shall not be applied to the extent it deprives the Grantee of the protections or benefits of the Wash. Rev. Code § 49.62.005–900 (2020) (the “Washington Act”), and the Grant Agreement shall not be applied so as to require Grantee to adjudicate a covenant covered by the Washington Act outside the state of Washington. Section 7.i. is modified to only prohibit solicitation by the Grantee of any Covered Employee who is an employee of the Company to leave employment with the Company in accordance with the definition of an enforceable “Nonsolicitation agreement” under the Washington Act. Section 7.ii. is modified to only prohibit solicitation by Grantee of any Covered Customer of the Company who is then a current customer to cease or reduce the extent to which the customer is doing business with the Company in accordance with the definition of an enforceable “Nonsolicitation agreement” under the Washington Act. Section 7.ii. will only be enforceable against Grantee if as of the date enforcement is sought or Grantee’s last day of employment (whichever is earlier) Grantee’s earnings from the Company in the prior year (or portion thereof for which Grantee was employed), when annualized, exceed the inflation-adjusted equivalent of one hundred thousand dollars ($100,000) per year as of Jan. 1, 2020 (the “Adjusted Threshold”) (adjusted as provided for in the Washington Act). This Adjusted Threshold figure is published annually at https://lni.wa.gov/workers-rights/workplace-policies/Non-Compete-Agreements. In the event Grantee’s employment is terminated as a result of a layoff, Section 7.ii. will not be enforced by the Company unless the Company agrees at the time of Grantee’s layoff to provide Grantee with the payments required by Washington Act to keep such covenants in effect.
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ii.Non-competition. During the Restricted Period, Grantee will not provide services to or be associated with a Competitor in any role or position (as an employee, director, owner, consultant or otherwise) that would involve his/her participation in Competitive Activity within the Restricted Area.
“Competitive Activity” is activity that involves (a) providing services to or for a Competitor that are the same as or similar in function or purpose to those services Grantee provided to or for the Company during the period of his/her employment with the Company (inclusive of employment with an acquired business that is now part of the Company) in the Look Back Period, (b) providing a Competing Product to a Covered Customer, or accepting business from a Covered Customer that involves a Competing Product, (c) owning, operating, or managing a business that is a Competitor, or (d) participating in other activity that is likely to result in the use or disclosure of Confidential Information for the benefit of a Competitor.
“Covered Customer” means a customer of the Company that Grantee had material contact within the Look Back Period. Material contact will be presumed present if in the Look Back Period (i) the Grantee (or persons under his/her supervision) provided services to or had business-related contact with the customer on behalf of the Company, (ii) Grantee was provided Confidential Information about the customer, or (iii) Grantee received commissions or other beneficial credit from the Company for business conducted with the customer. Customers will be presumed to include active customer prospects as of the Grantee’s Termination of Employment that he/she had material contact with or Confidential Information about and will not be limited to the end user or purchaser of the Company’s products or services but shall also be understood to include customer representatives such as GPOs (Group Purchasing Organizations).
“Restricted Area” refers to the geographic locations of the Covered Customers and each geographic area, by state, county, or other recognized geographic boundary (as used in the ordinary course of the Company’s business) that is assigned to Grantee as a limitation on where he/she is to do business for the Company in the Look Back Period if his/her responsibilities for the Company and access to Confidential Information (through group management meetings or otherwise) is
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limited to a specific geographic territory. If Grantee is not assigned a specific geographic territory that is limited in the forgoing way, or the forgoing scope of Restricted Area is not enforceable, then the Restricted Area shall be the geographic markets where the Company does business that Grantee has involvement with or has been provided Confidential Information about in the course of his/her employment during the Look Back Period and that could be used to harm the protectable interests of the Company which will be presumed to be, if Grantee works or resides in the United States the state where he/she resides, the state from which he/she is assigned to work, if different from his/her state of residence, the contiguous states, and each additional state within the United States where the Company does business or, if Grantee is not based in the United States, the country in which he/she works and resides. Grantee will not, through remote communications from outside of the Restricted Area, engage in prohibited activity that reaches into, relates to, or otherwise materially involves business within the Restricted Area. If the Restricted Area is not clear to Grantee upon his/her Termination of Employment, he/she will seek clarification from the Company’s Legal Department within 14 days after the Termination Date. Grantee agrees not to complain about any uncertainty he/she may have regarding the Restricted Area applicable to him/her if he/she does not do so.
If Grantee primarily resides in California, Colorado, or Minnesota, the post-employment obligations in Section 7.ii. will not apply. If Grantee primarily resides in Washington, the terms in footnote 2 will apply to Section 7.ii.
iii.Compliance with Agreements. Grantee will comply with, and shall not breach any contractual obligations Grantee has to the Company or an Affiliate, including, but not limited to obligations Grantee has not to disclose the Company’s or any Affiliate’s Confidential Information. To the extent Grantee is subject to any existing agreements restricting Grantee’s ability to compete with the Company or any Affiliate (the “Prior Agreements”), this Grant Agreement will supplement and not replace or reduce the applicability or enforceability of the Prior Agreements. Grantee acknowledges that the scope of the restrictions in this Section 7 of this Grant Agreement may be different from those contained in other agreements with the Company or an Affiliate because the purpose of, and justification for the restrictions in this Grant Agreement may be different as described in Section 7.vii hereof.
iv.Relief. Grantee agrees that any breach by him/her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and the Affiliates for which money damages may not be an adequate remedy. Accordingly, the Grantee agrees that the Company and the Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such obligations. The Grantee also agrees to
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indemnify and hold the Company and the Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as to repay any payments made hereunder (regardless of whether the PSUs are vested), except to the extent that such reimbursement is prohibited by law.
v.Consideration. Grantee agrees that the payment and benefits provided for in the Grant Agreement constitute fair and reasonable consideration for Grantee’s compliance with this Section 7.
vi.Grantee Rights. Nothing in this Grant Agreement prevents the Grantee from or interferes with the Grantee’s rights to file a claim or charge or participate, with or without notice to the Company, in an investigation or proceeding of a law enforcement authority or government agency, including any state or federal fair employment practices agency (such as the Equal Employment Opportunity Commission), the U.S. Securities and Exchange Commission, the Department of Labor, the Department of Justice, and the Financial Industry Regulatory Authority.
Nothing in this Grant Agreement prevents Grantee from disclosing information about acts in the workplace that Grantee has reason to believe are unlawful, including, but not limited to, harassment, discrimination or any other conduct. If the Grantee primarily resides in Washington, the terms in footnote 3 will apply to Section 7.vi.3
vii.Purpose. The purpose of, and justification for the restrictions in this Section 7 is to ensure Grantee’s conduct remains aligned with the interests of other stakeholders in the business and Grantee does not engage in conduct that is detrimental to, and inconsistent with the interests of the stakeholders and participants in the Plan if Grantee is going to be provided the opportunity to participate as a stakeholder in the business of the Company and benefit from the growth of the business, either as holder of PSUs, Options or any other equity granted under the Plan.
8. Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award, and the Grantee’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the
3 If Grantee primarily resides in Washington, nothing in this Grant Agreement will be construed to prohibit Grantee from disclosing or discussing conduct Grantee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, sexual assault or recognized as a clear mandate of public policy or disclosing the existence of a settlement involving any such event or conduct.
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Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
9. Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any PSUs without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that (a) constitutes a breach of this Grant Agreement, the EIPIA or any other confidentiality, non-solicitation, or non-competition agreement with the Company or any Affiliate, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or any Affiliate or (c) occurred prior to the Grantee’s Termination of Employment and would give rise to a Termination of Employment for Cause (regardless of whether such conduct is discovered before or after the Grantee’s Termination of Employment), any outstanding PSUs shall be cancelled immediately, and any amounts previously conveyed under this Grant Agreement shall be subject to recoupment. In any event, the PSUs provided under this Grant Agreement and any shares of Common Stock previously conveyed or other payments made in respect thereof, shall be further subject to any recoupment policy that the Company may adopt from time to time, to the extent such policy is applicable to the Grantee, and to such compensation including, but not limited to the GE HealthCare Technologies Inc. Clawback Policy designed to comply with the requirements of Rule 10D-1 promulgated under the Act, as in effect and amended from time to time. By accepting the grant of PSUs under this Grant Agreement, the Grantee acknowledges, agrees and consents to the Company’s application, implementation, and enforcement of (x) such recoupment policies with respect to all covered compensation received or to be received by the Grantee, to the extent applicable, and (y) any provision of applicable law relating to cancellation, recoupment, recession, or payback of compensation and expressly agrees that the Company may take any such actions as are necessary to effectuate recoupment or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s shares of Common Stock and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such shares of Common Stock and other assets to the Company. To the extent that the terms of this Grant Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail. Also, the PSUs shall be null and void to the extent the grant of the PSUs or the vesting thereof is prohibited under the laws of the country of residence of the Grantee.
10. Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all capitalized terms used in this Grant Agreement have the same meaning as given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the
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provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.
11. Interpretation and Construction. This Grant Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including correction of any defect or omission and reconciliation of any inconsistency) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Grant Agreement shall be made in the Committee’s sole discretion. Determinations made under this Grant Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.
12. Severability. The invalidity or unenforceability of any provision of the Plan or this Grant Agreement will not affect the validity or enforceability of any other provision of the Plan or this Grant Agreement, and each provision of the Plan and this Grant Agreement will be severable and enforceable to the extent permitted by law.
13. Stockholder Rights. The Grantee shall not have any voting or other stockholder rights unless and until shares of Common Stock are actually delivered to the Grantee.
14. No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any Affiliate.
15. Discretionary Award, Extraordinary Benefit. Awards under the Plan are granted to employees of the Company and the Affiliates in the Committee’s sole discretion. The Award described in this Grant Agreement is a one-time benefit and does not create any contractual or other right to receive other Awards under the Plan or other benefits in lieu thereof. Future grants, if any, will be at the sole discretion of the Committee. The Grantee’s participation in the Plan is voluntary. This Award (and each other Award, if any, granted under the Plan) constitutes an extraordinary item of compensation and is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, or other benefit rights (unless otherwise expressly provided in an applicable benefit plan).
16. No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.
17. Successors and Assigns. The Company may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth
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herein, this Grant Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors or administrators.
18. Section 409A. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code and any state law of similar effect (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4) and/or another exemption). Where the Grant Agreement specifies a window during which a payment may be made, the payment date within such window shall be determined by the Company in its sole discretion.
19. Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the PSUs. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee.
By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agreement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.
20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
21. Global Addendum. Notwithstanding any provisions in this document to the contrary, the PSUs will also be subject to the special terms and conditions set forth on Appendix A for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Grant Agreement.
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Exhibit A
GE HealthCare Technologies Inc. Compensation Peer Group
Abbott Laboratories | ||
Thermo Fisher | ||
Danaher | ||
Medtronic | ||
Siemens Healthineers AG | ||
Becton Dickinson | ||
Stryker | ||
Koninklijke Philips N.V. | ||
Baxter | ||
Boston Scientific | ||
Quest Diagnostics | ||
Agilent Technologies | ||
Intuitive Surgical | ||
Edwards Lifesciences | ||
Hologic | ||
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Exhibit 10.7
[Date] Equity Grant Agreement
GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan (“Plan”)
GE HealthCare New Hire Restricted Stock Unit Grant Agreement (“Grant Agreement”)
For <<Employee Name>> (“Grantee”)
Grant Date | RSUs Granted | Vesting Schedule | |||||||||
Percentage of RSUs | Vesting Date | ||||||||||
<<Date>> | <<Number>> | 33% | <<Date>> | ||||||||
33% | <<Date>> | ||||||||||
34% | <<Date>> | ||||||||||
1. Grant. The Talent, Culture, and Compensation Committee (“Committee”) of the Board of Directors of GE HealthCare Technologies Inc. (“Company”) has granted the above number of Restricted Stock Units (“RSUs”) to the Grantee, subject to the terms of this Grant Agreement. Without limiting any condition of this RSU award, the award is subject to cancellation and forfeiture if the Grantee does not confirm acceptance within 45 days of the Grant Date. Once vested, each RSU entitles the Grantee to receive from the Company (i) one share of Common Stock and (ii) a cash payment in respect of Dividend Equivalents (described below), each in accordance with the terms of this Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee.
2. Vesting. In order to vest in an RSU, the Grantee must not incur a Termination of Employment from the Grant Date through the applicable Vesting Date listed above. All
unvested RSUs shall be immediately cancelled without payment upon the Grantee’s Termination of Employment for any reason before the applicable Vesting Date and the Grantee shall thereupon cease to have any right to receive any shares of Common Stock or cash payments in respect of Dividend Equivalents accrued in respect of those cancelled RSUs, except as specifically provided below:
i. Death or Disability. If the Grantee’s Termination of Employment is a result of the Grantee’s death or Disability prior to the final Vesting Date listed above, then any unvested RSUs shall vest as of such Termination of Employment.
ii.Transfer of Business to Successor Employer. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above as a result of transferring directly to employment with a successor employer in connection with the transfer by the Company or an Affiliate of a business operation, then any unvested RSUs shall vest as of such Termination of Employment.
iii.Retirement Eligibility. If the Grantee meets the requirements for Retirement while in continuous employment and has a Termination of Employment after meeting such requirements prior to the final Vesting Date listed above and after the one-year anniversary of the Grant Date, then the Grantee shall continue to vest in any unvested RSUs in accordance with the Vesting Schedule above as if the Grantee remained in continuous employment.
For purposes of this Grant Agreement Retirement means the attainment of:
a.age 65;
b.age 60 and completion of at least five years of continuous employment; or
c.age 55 and completion of at least ten years of continuous employment.
If retirement at an earlier age than noted in (a), (b) or (c) above is mandatory under applicable law or policy in the country where the Grantee is employed, for purposes of this Grant Agreement Retirement means the mandatory retirement date and the applicable service requirement closest to such date under (a), (b) or (c) above.
For purposes of this Grant Agreement continuous employment means continuous employment with the Company, or an Affiliate (or with General Electric Company or any of its affiliates through the date of the Company’s spinoff from General Electric Company) ending on the Termination Date.
iv.Termination without Cause or with Good Reason. If the Grantee’s Termination of Employment occurs as a result of an involuntary termination by the Company or an Affiliate without Cause or by the Grantee with Good Reason prior to the final
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Vesting Date listed above, subject to Grantee’s execution and non-revocation of a general release of claims in favor of the Company in the form provided by the Company, then any unvested RSUs shall vest pro rata as of the Termination of Employment. Pro rata vesting is calculated as an amount equal to (a)(i) the number of RSUs granted, multiplied by (ii) a fraction where the numerator is the number of complete calendar months from the Grant Date through the Termination of Employment and the denominator is the number of calendar months from the Grant Date through the final Vesting Date, minus (b) any RSUs that vested prior to the Grantee’s Termination of Employment.
For purposes of this Grant Agreement, Cause means, as determined in the sole discretion of the Committee, the Grantee’s:
•breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or breach of a material term of any other agreement between the Grantee and the Company;
•engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company;
•commission of an act of dishonesty, fraud, embezzlement or theft;
•conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude;
•failure to comply with the Company’s policies and procedures, including but not limited to The Spirit and Letter; or
•sustained poor performance of any material aspect of the Grantee’s duties or obligations, including refusal to follow lawful instructions from his or her manager (or, from the Board if the Grantee is the Company’s chief executive officer (“CEO”)), which is not substantially cured to the satisfaction of the manager (or, the Board if the Grantee is the CEO) within 30 days after written notice of such failure or poor performance has been given to the Grantee.
For purposes of this Grant Agreement, Good Reason means the Grantee’s employment with the Company is terminated for one of the following reasons within 24 months after a Change in Control:
•the assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties, reporting requirements, or responsibilities, in each case from those in effect
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immediately prior to the Change in Control, provided that the sale, disposition, or spin-off of any one or more of the businesses of the Company or its Affiliates, or any transaction following which the Company’s (or its successor’s) common equity is not publicly traded on a nationally recognized securities exchange or through a national market quotation service, shall not be deemed a material diminution in the Grantee’s position, authority, duties, or responsibilities;
•a reduction in base salary, annual target cash incentive opportunity, or annual target long-term incentive opportunity in each case, from those in effect immediately prior to the Change in Control;
•a material breach by the Company of any agreement pursuant to which the Grantee provides services to the Company, including without limitation failure to pay any compensation due and owing to the Grantee; or
•the Company’s requirement to relocate to a location more than 50 miles from the Grantee’s principal place of employment as of the Change in Control; and
The Grantee takes all of the following actions in response to the existence of the Change in Control Good Reason condition(s):
•provides written notice to the Chief People Officer of the existence of the circumstances providing grounds for a Change in Control Good Reason Termination within 30 calendar days of the date the Grantee first becomes aware of such circumstances;
•allows the Company at least 30 calendar days to cure the circumstances providing grounds for a Change in Control Good Reason Termination; and
•if the Company fails to cure the circumstances providing grounds for a Change in Control Good Reason Termination, terminates employment with the Company within 30 calendar days following such failure to cure.
Any good faith determination of a Change in Control Good Reason by the Grantee shall be conclusive and binding on the Company.
v.Termination of Employment Following a Change in Control. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above, is within 24 months after a Change in Control, and is the result of an involuntary termination by the Company without Cause or a voluntary termination by the Grantee for Good Reason, then any unvested RSUs shall vest as of such Termination of Employment.
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vi.Termination of Employment With Continued Service. If the Grantee’s Termination of Employment is immediately followed by a period of providing contractual services to the Company or an Affiliate at the written request of the Company’s Chief People Officer made prior to the Grantee’s Termination of Employment, and approved by the Committee in its sole discretion, then with respect to Awards granted to the Grantee while he or she served as an employee of the Company or an Affiliate, such period of service following the Grantee’s Termination of Employment shall constitute continuous employment for purposes of continuing to (A) vest in the Vesting Schedule listed above, and (B) earn age and service credit for purposes of meeting the requirements for Retirement through the last date the Grantee provides such contractual services.
Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Grantee’s jurisdiction that would likely result in the favorable treatment applicable to the Award pursuant to subparagraphs (i)-(vi) being deemed unlawful and/or discriminatory, then such favorable treatment shall not be applied.
3. Dividend Equivalents. The Company will establish an amount for each RSU equal to the per share quarterly dividend payments made to the Company’s stockholders during the period beginning on the Grant Date and ending on the date that such RSU vests or is cancelled (“Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and, upon vesting of the related RSU, will pay the Grantee a single lump sum cash amount equal to the Dividend Equivalents on the same date that a share of Common Stock is delivered with respect to such RSU, as described in Section 4 of this Grant Agreement. Any accumulated and unpaid Dividend Equivalents attributable to a RSU that is cancelled will be immediately forfeited upon cancellation and will not be paid.
4. Delivery and Tax Withholding. Subject to Section XX(d) of the Plan, if applicable, within two weeks of the date any RSUs vest, the Company shall deliver to the Grantee a number of shares of Common Stock equal to the number of vested RSUs and the Dividend Equivalent cash amount with respect to each vested RSU (in each case net of applicable tax withholding and fees). Delivery shall be electronic, through the brokerage account established by the Company for the Grantee, or in such other medium as is determined by the Company.
Except as would result in taxation under Section 409A of the Code, if any income tax, social insurance, payroll tax, or other related similar withholding becomes legally due from Grantee prior to the settlement of such RSUs after vesting on account of the Grantee meeting the requirements of Retirement, settlement of a portion of the shares necessary to satisfy such amounts may be accelerated by withholding shares, or by such other method as may be approved by the Committee.
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The Grantee is ultimately responsible for any and all applicable taxes, regardless of the amount withheld or reported. Notwithstanding the foregoing, the date of issuance or delivery of shares of Common Stock may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such shares of Common Stock to the extent such postponement is permissible under Section 409A of the Code.
5. Reserved.
6. Data Security and Privacy.
i. Data Collection, Processing and Usage. Personal data collected, processed and used by the Company in connection with Awards granted under the Plan includes the Grantee’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards granted, cancelled, exercised, vested, or outstanding. In granting Awards under the Plan, the Company will collect the Grantee’s personal data for purposes of allocating shares of Common Stock in settlement of the Awards and implementing, administering and managing the Plan. The Company collects, processes and uses the Grantee’s personal data in compliance with Company’s Employment Data Protection Standards and the Uses of Employment Data for the Company’s Entities. The Grantee may exercise rights to access, correction, or restriction or deletion where applicable, by contacting the Grantee’s local HR manager or initiating a request through www.myhr.gehealthcare.com.
ii. Administrative Service Provider. The Company transfers the Grantee’s personal data to UBS Financial Services, which assists with the implementation, administration and management of the Plan (the “Third-Party Administrator”). In the future, the Company may select a different Third-Party Administrator and share the Grantee’s personal data with another company that serves in a similar manner. The Third-Party Administrator will open an account for the Grantee to receive and trade shares of Common Stock acquired under the Plan. The Grantee will be asked to agree on separate terms and data processing practices with the Third-Party Administrator, which is a condition to the Grantee’s ability to participate in the Plan. The privacy policy of the Third-Party Administrator may be reviewed on the UBS Financial Services portal.
7. Reserved.
8. Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award,
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and the Grantee’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
9. Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any RSUs without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that (a) constitutes a breach of this Grant Agreement, the Employee Innovation and Proprietary Information Agreement, or any other confidentiality, non-solicitation, or non-competition agreement with the Company or any Affiliate, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or any Affiliate or (c) occurred prior to the Grantee’s Termination of Employment and would give rise to a Termination of Employment for Cause (regardless of whether such conduct is discovered before or after the Grantee’s Termination of Employment), any outstanding RSUs shall be cancelled immediately, and any amounts previously conveyed under this Grant Agreement shall be subject to recoupment. In any event, the RSUs provided under this Grant Agreement and any shares of Common Stock previously conveyed or other payments made in respect thereof, shall be further subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Grantee, and to such compensation, including, but not limited to, the GE HealthCare Technologies Inc. Clawback Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the Act, as in effect and amended from time to time. By accepting the grant of RSUs under this Grant Agreement, the Grantee acknowledges, agrees, and consents to the Company’s application, implementation, and enforcement of (x) such recoupment policies with respect to all covered compensation received or to be received by the Grantee, to the extent applicable, and (y) any provision of applicable law relating to cancellation, recoupment, recession, or payback of compensation, and expressly agrees that the Company may take any such actions as are necessary to effectuate recoupment or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s shares of Common Stock and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such shares of Common Stock and other assets to the Company. To the extent that the terms of this Grant Agreement any Company recoupment policy conflict, the terms of the recoupment policy shall prevail. Also, the RSUs shall be null and void to the extent the grant of the RSUs or the vesting thereof is prohibited under the laws of the country of residence of the Grantee.
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Nothing in this Grant Agreement prevents the Grantee from or interferes with the Grantee’s rights to file a claim or charge or participate, with or without notice to the Company, in an investigation or proceeding of a law enforcement authority or government agency, including any state or federal fair employment practices agency (such as the Equal Employment Opportunity Commission), the U.S. Securities and Exchange Commission, the Department of Labor, the Department of Justice, and the Financial Industry Regulatory Authority.
Nothing in this Grant Agreement prevents the Grantee from disclosing information about acts in the workplace that Grantee has reason to believe are unlawful, including, but not limited to, harassment, discrimination or any other conduct. If the Grantee primarily resides in Washington, the terms in footnote 1 will apply to Section 9.1
10. Plan Terms and Definitions. Except to the extent that the context clearly provides otherwise, all capitalized terms used in this Grant Agreement have the same meaning as given such terms in the Plan. This Grant Agreement is subject to the terms and provisions of the Plan, which are incorporated by reference. In the event of any conflict between the provisions of this Grant Agreement and those of the Plan, the provisions of the Plan shall control.
11. Interpretation and Construction. This Grant Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including correction of any defect or omission and reconciliation of any inconsistency) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Grant Agreement shall be made in the Committee’s sole discretion. Determinations made under this Grant Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.
12. Severability. The invalidity or unenforceability of any provision of the Plan or this Grant Agreement will not affect the validity or enforceability of any other provision of the Plan or this Grant Agreement, and each provision of the Plan and this Grant Agreement will be severable and enforceable to the extent permitted by law.
13. Stockholder Rights. The Grantee shall not have any voting or other stockholder rights unless and until shares of Common Stock are actually delivered to the Grantee.
1 If Grantee primarily resides in Washington, nothing in this Grant Agreement will be construed to prohibit Grantee from disclosing or discussing conduct Grantee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, sexual assault or recognized as a clear mandate of public policy or disclosing the existence of a settlement involving any such event or conduct.
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14. No Employment Rights. The grant of the Award described in this Grant Agreement does not give the Grantee any rights in respect of employment with the Company or any Affiliate.
15. Discretionary Award, Extraordinary Benefit. Awards under the Plan are granted to employees of the Company and the Affiliates in the Committee’s sole discretion. The Award described in this Grant Agreement is a one-time benefit and does not create any contractual or other right to receive other Awards under the Plan or other benefits in lieu thereof. Future grants, if any, will be at the sole discretion of the Committee. The Grantee’s participation in the Plan is voluntary. This Award (and each other Award, if any, granted under the Plan) constitutes an extraordinary item of compensation and is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, or other benefit rights (unless otherwise expressly provided in an applicable benefit plan).
16. No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.
17. Successors and Assigns. The Company may assign any of its rights under this Grant Agreement. This Grant Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Grant Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors or administrators.
18. Section 409A. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code and any state law of similar effect (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4) and/or another exemption). Where the Grant Agreement specifies a window during which a payment may be made, the payment date within such window shall be determined by the Company in its sole discretion; provided, however, that if the RSUs are subject to Section 409A, then any payment of the RSUs on a Vesting Date listed above will occur no later than December 31 of the year in which such applicable Vesting Date occurs.
19. Entire Agreement. This Grant Agreement, the Plan, and any rules, procedures and sub-plans (including country addenda) adopted by the Committee contain all of the provisions applicable to the RSUs. No other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee.
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By acknowledging this Grant Agreement, the Grantee acknowledges and confirms that the Grantee has read this Grant Agreement and the Plan (including applicable addenda), and the Grantee accepts and agrees to the provisions therein.
20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this or other Awards under the Plan by electronic means. The Grantee hereby consents to receive such documents electronically and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
21. Global Addendum. Notwithstanding any provisions in this document to the contrary, the RSUs will also be subject to the special terms and conditions set forth on Appendix A for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on Appendix A as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. Appendix A constitutes part of this Grant Agreement.
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Exhibit 10.8
Global Addendum
Global Information for the GE HealthCare Technologies Inc. (“GE HealthCare” or “Company”) 2023 Long-Term Incentive Plan (the “Plan”)
January 2026
This Addendum provides additional terms and conditions of your grant in Section A and specific additional terms and conditions and/or notifications that apply to participants who reside, are employed and/or otherwise subject to the local laws, rules and/or regulations in one of the countries listed below in Section B. Capitalized terms not defined in this Addendum shall have the meaning set forth in the Plan or the GE HealthCare Stock Option Grant Agreement, GE HealthCare Restricted Stock Unit Grant Agreement, or GE HealthCare Performance Stock Unit Grant Agreement (collectively, the “Grant Agreements”), as applicable. References in this Addendum to “UBS Financial Services” shall apply equally to any successor broker designated by the Company, at its discretion. Further, to the extent specified herein, provisions in this Addendum shall apply to stock options (“Options”), restricted stock units (“RSUs”) and performance stock units (“PSUs”, and together with Options and RSUs, “Awards”) granted both on or after the date of this Addendum. The parties acknowledge that it is their express wish that this Addendum, as well as all documents, notices and legal proceeds entered into, given or instituted pursuant hereto or relating directly to indirectly hereto, be provided to them in English. If you have received the Grant Agreement, this Addendum or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable laws.
A. General Provisions Applicable to All Grantees.
1.Nature of the Awards. You acknowledge that you have received materials describing the Plan and its terms and conditions, and that you understand the description of the Plan and agree to its terms and conditions. Accordingly, you should understand that (i) the Plan is established voluntarily by the Company, is discretionary, and can be amended and/or discontinued by the Company at any time without any liability to you and (ii) no Affiliate of the Company has any obligation to make any payment of any kind to you under the Grant Agreements. You acknowledge that Award grants under the Plan are subject to the Plan, are occasional and voluntary and can be amended and/or forfeited at any time without liability to you, and that receipt of a given grant does not create any contractual or other right to receive future grants or benefits in lieu of Awards, even if Awards have been granted in the past. All decisions with respect to future Awards, if any will be at the sole discretion of the Company. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Awards and underlying shares is unknown and unpredictable. Neither the Company, nor any of its Affiliates shall be liable for any foreign exchange rate fluctuation
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between your local currency and the United States Dollar that may affect the value of the shares or any amounts due pursuant to the Awards or the subsequent sale of any shares acquired under the Plan.
You acknowledge and accept that taking part in the Plan is outside the terms of your regular employment and the Award, and income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday/vacation pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate. This invitation to participate in the Plan and any subsequent acquisition of shares or other benefits under the Plan do not establish and are not to be interpreted as establishing or amending a labor relationship or employment or service contract between you and the Company or any of its Affiliates, and do not establish any rights between you and your employer. You also acknowledge that the termination of your employment or service under any circumstances will not give you any claim or right of action against the Company or its Affiliates with respect to any loss of any Award or other benefit under the Plan.
You agree that no claim or entitlement to compensation or damages shall arise from (i) forfeiture of your Awards resulting from your Termination of Employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of applicable laws in the jurisdiction where you are employed or providing services or the terms of your employment or service contract, if any) and/or (ii) the application of any clawback/recoupment provisions in the Grant Agreements. No recovery of compensation or other benefits as described herein will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement you have with, the Company or any of its Affiliates.
2.Responsibility for Taxes and Other Legal Obligations. You also acknowledge that the tax and legal rules that apply to the Plan may change from time to time and that the Company is not responsible for providing updated tax information to you. You should understand that there may be personal tax payment and reporting obligations that could result from the grant, vesting, and exercise of Awards and the sale of shares and the payment of any dividends or dividend equivalent payments that you receive through the Plan. Please note that the Company is not providing tax or regulatory advice and you should discuss potential tax or regulatory issues with your personal advisor. You further understand that, regardless of any action taken by the Company or, if different, the Affiliate employing or receiving your services (the “Service Recipient”), neither the Company nor any of its Affiliates are responsible in any circumstance for your individual liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (“Tax-Related Items”), foreign exchange control or other legal obligations arising from your participation in this Plan. You further acknowledge that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Plan, including, but not limited to, the
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grant of the Awards under the Plan, the purchase of shares, the issuance or disposition of shares purchased under the Plan or the issuance of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Awards or any aspect of the Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any applicable taxable event, you shall pay or make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Service Recipient to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Service Recipient or from proceeds of the sale of shares sold on your behalf, either through a voluntary sale or a mandatory sale arranged by the Company, pursuant to this authorization. In addition, you authorize the Company and/or the Service Recipient to withhold applicable Tax-Related Items by withholding in shares issuable to you pursuant to the Award. If the obligation for taxes is satisfied by withholding a number of whole shares as described herein, you will be deemed to have been issued the full number of shares subject to the Award, notwithstanding that a number of the shares is held back solely for the purpose of paying the applicable taxes. You agree that the Company may use any other means determined by the Company and compliant with applicable laws that are not described herein. Further, if you have become subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. You agree to hold the Company and/or the Service Recipient (or former employer, as applicable) harmless in this respect.
The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the jurisdiction(s) applicable to you. In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares), or if not refunded, you may seek a refund from the local tax authorities. Finally, you agree to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to purchase or deliver the shares or the proceeds of the sale of shares if you fail to comply with your obligations in connection with the Tax-Related Items.
3.Electronic Delivery and Acceptance. You authorize the Company and the Service Recipient to deliver information about the Plan to you electronically through email or other web-based or electronic information delivery systems. You further authorize future Plan
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transactions to occur electronically through web-based or electronic systems or through other designated means.
4.No Tending Previously-Owned Shares for Option Exercises. If you are granted Options under the Plan, you understand that you are prohibited from tendering any other shares you may hold to pay the exercise price of the Option.
5.Data Privacy. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Addendum and any other grant materials by and among, as applicable, the Service Recipient, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Service Recipient may hold certain personal information about you, including (but not limited to) your name, home address, email address and telephone number, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any shares or directorships held in the Company, and details of all Awards granted to you or any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”) for the purpose of implementing, managing and administering the Plan.
You understand that Data may be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan, including but not limited to UBS Financial Services and its affiliates or any successor or any other third party that the Company or UBS Financial Services (or its successor) may engage to assist with the administration of the Plan from time to time. You understand the recipients of the Data may be located in your country, in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative.
You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any shares acquired upon vesting and/or exercise of the Awards. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents
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herein on a purely voluntary basis. If you do not consent, or if you later revoke your consent, your employment status or service with the Service Recipient will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Awards or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact GE HealthCare Technologies Inc. Executive Compensation Administration by sending an email to GEHC.Equity@gehealthcare.com.
5.Governing Law and Venue. You understand that the Plan, the Grant Agreements and this Addendum are interpreted and construed in accordance with the laws of the State of Delaware, United States of America and applicable federal law, including securities laws, without regard to the conflict of law provisions. For purposes of any action, lawsuit or other proceedings brought to enforce this Grant Agreement and Addendum, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the state and federal courts located in the state of Delaware, United States of America and waive any objection based on lack of jurisdiction or inconvenient forum, and no other courts, where this grant is made and/or to be performed.
6.Restrictive Covenants; Clawback/Recoupment Provisions. Please note that, unless otherwise stated in the Country Specific Provisions of Section B below, any restrictive covenants and/or clawback provisions in the Grant Agreements, such as Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement, Section 8 of the Stock Option Grant Agreement (“Alteration/Termination”), Section 9 of the Restricted Stock Unit Grant Agreement (“Alteration/Termination”), and Section 9 (“Alteration/Termination”) of the Performance Stock Unit Grant Agreement, shall apply to you to the extent permitted by applicable law. Notwithstanding any language in the Grant Agreements or this Addendum to the contrary, however, you understand and agree that, to the extent you have an employment agreement or other agreement with your local employer or Service Recipient outside the United States, any restrictive covenants and/or clawback provisions in the Grant Agreements, whether or not revised by this Addendum, shall only apply to the extent these provisions are consistent with the applicable provisions of your employment agreement. To the extent the applicable provisions of your employment agreement are inconsistent with the provisions in the Grant Agreements, the terms in your employment agreement will apply to you.
7.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Options, RSUs or PSUs and on any shares acquired under the Plan, to the extent GE HealthCare determines it is
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necessary or desirable in order to comply with or take advantage of local regulations or the like, or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
8.Waiver. You acknowledge that a waiver by the Company of breach of any provision of the Grant Agreements or this Addendum shall not operate or be construed as a waiver of any other provision of the Grant Agreements or this Addendum, or of any subsequent breach by you or any other Participant.
9.Insider Trading Restrictions/Market Abuse Laws. You acknowledge that, depending on your or your broker’s country of residence or where the shares are listed, you may be subject to insider trading restrictions and/or market abuse laws that may affect your ability to accept, acquire, sell or otherwise dispose of shares, rights to shares or rights linked to the value of shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.
10.Exchange Control, Tax and/or Foreign Asset / Account Reporting. Your country of residence may have certain foreign asset and/or account reporting or exchange control requirements that may affect your ability to acquire or hold shares under the Plan or cash received from participating in the Plan (including proceeds arising from the sale of shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You may also be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated broker or bank and/or within a certain time after receipt. In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company or the Service Recipient as may be required to allow the Company or the Service Recipient to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different). You are responsible for ensuring compliance with such regulations and should consult with your personal legal advisor for any details.
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11.Method of Option Exercise. Notwithstanding any provision in the GE HealthCare Stock Option Grant Agreement, the Company, in its sole discretion, may require that you (or in the event of your death, your legal representative, as the case may be) exercise Options by means of a same day sale transaction (either a “sell-all” transaction or a “sell-to-cover” transaction), or may require you to sell any shares of Common Stock you acquire under the Plan immediately upon exercise or within a specified period (in which case, you hereby agree that the Company shall have the authority to issue sale instructions in relation to such shares of Common Stock on your behalf).
12.Settlement of RSUs and/or PSUs. Notwithstanding any provision in the GE HealthCare Restricted Stock Unit Grant Agreement or the GE HealthCare Performance Stock Unit Grant Agreement, the Company, in its discretion, may provide for the settlement of RSUs and/or PSUs in the form of:
(a)a cash payment (in an amount equal to the Fair Market Value of the shares of Common Stock that correspond to the vested Units) to the extent that settlement in shares of Common Stock (i) is prohibited under local law, (ii) would require you, the Company or the Service Recipient to obtain the approval of any governmental or regulatory body in your country of employment and/or residency, (iii) would result in adverse tax consequences for you, the Company or the Service Recipient, or (iv) is administratively burdensome; or
(b)shares of Common Stock, but require you to sell such shares of Common Stock immediately or within a specified period (in which case, you hereby agree that the Company shall have the authority to issue sale instructions in relation to such shares of Common Stock on your behalf).
B. Country Specific Provisions.
Your participation in the Plan shall be subject to any additional terms and conditions set forth in this Section B of the Addendum for your country, state or jurisdiction. Moreover, if you relocate to or otherwise becomes subject to the local laws, rules and regulations in one of the jurisdictions included herein, the additional terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your relocation).
All Countries
U.S. Estate Tax. Please note that shares and Options or other Awards to acquire shares of GE HealthCare stock that you own may be subject to U.S. estate tax upon your death. Some countries have estate tax treaties which may impact these requirements. You and/or your beneficiary should consult a tax advisor to determine how these rules apply to your situation.
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Acceleration of Vesting: If the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in the favorable treatment applicable to the Award for accelerated vesting in the event of certain events being deemed unlawful and/or discriminatory, then the Company, in its sole discretion, will not apply this favorable treatment.
European Union, European Economic Area and the United Kingdom
Data Privacy. Please consult the addendum addressing the EU General Data Protection Regulation, which is attached hereto as Appendix A and which replaces any data provision consent in any grant documentation.
Algeria
Local Cash Settlement of Award. Notwithstanding anything in the Grant Agreement or the Addendum to the contrary, unless otherwise determined by the Company, the Award shall be settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
Argentina
Exchange Control Information. Exchange control restrictions may limit the ability to remit funds out of Argentina in order to exercise the Option or remit funds into Argentina following the receipt of the proceeds from the cashless exercise of the Option. The Company reserves the right to further restrict the exercise of the Option or to amend or cancel the Option at any time in order to comply with applicable exchange control laws in Argentina. You are responsible for complying with exchange control laws in Argentina and neither the Company nor the Service Recipient will be liable for any fines or penalties resulting from your failure to comply with applicable laws. Because exchange control laws and regulations change frequently and without notice, you should consult with your personal advisor before accepting the Option and before exercising the Option and/or selling any shares acquired upon exercise of the Option to ensure compliance with current regulations.
Securities Law Information. Neither the Awards nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores). The offer is private and not subject to the supervision of any Argentine governmental authority. Neither this nor any other offering material related to the Awards, or the underlying shares of Common Stock may be utilized in connection with any general offering to the public in Argentina. Argentine residents who acquire Awards under the Plan do so according to the terms of a private offering made from outside Argentina. Except for transactions to be conducted out of Argentina, any Argentine resident who acquires shares of Common Stock shall not transfer such shares of Common Stock to any other person within six months as from the acquisition date.
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Australia
Securities Law. The grant of RSUs and/or PSUs is being made pursuant to Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).
Tax Notification. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).
Austria
There are no country specific provisions.
Bangladesh
Mandatory Full Cashless Option Exercise. Due to local legal requirements, your Option must be exercised pursuant to a broker-assisted cashless method of exercise.
Local Cash Settlement of RSUs/PSUs. Notwithstanding anything in the Grant Agreement or the Addendum to the contrary, unless otherwise determined by the Company, the Award shall be settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
Belgium
Acceptance of Options. Notwithstanding any provision in the GE HealthCare Stock Option Grant Agreement to the contrary, Options granted to you shall not be accepted earlier than the 61st day following the “Offer Date” for tax at exercise. The Offer Date is the date on which the Company notifies you of the material terms and conditions of the stock option grant. Any acceptance given by you before the 61st day following the Offer Date shall be null and void.
Brazil
Labor Law Acknowledgment. You agree, for all legal purposes, (i) the benefits provided under the Grant Agreement and the Plan are the result of commercial transactions unrelated to your employment; (ii) the Grant Agreement and the Plan are not a part of the terms and conditions of your employment; and (iii) the income from the Awards, if any, is not part of your remuneration from employment.
Cause. The definition of “Cause” provided under the Plan is revised in its entirety to read as follows: “For this purpose, “Cause” shall be determined by the Company in its sole discretion and includes: (a) breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or Affiliate, or breach of a material term of any other agreement with the Company or Affiliate; (b) engagement in conduct that results in, or has the
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potential to cause, material harm financially, reputationally, or otherwise to the Company or its Affiliate; (c) commission of an act of dishonesty, fraud, embezzlement or theft; (d) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (e) failure to comply with the Company’s or Affiliate’s policies and procedures, including, but not limited to, the Company’s code of conduct set forth in the Company’s integrity manual, The Spirit and Letter.”
Bulgaria
There are no country specific provisions.
Canada
Termination of Employment. The following provision supplements Section A(1) of this Addendum:
For purposes of the Awards, and except as explicitly and minimally required by applicable legislation, and notwithstanding any provisions related to termination for Good Reason in the Plan or Grant Agreement, the Termination of Employment will occur as of the date you no longer provide services to the Company or any of its Affiliates (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of applicable laws in the jurisdiction where you are employed or providing services or the terms of your employment or service contract, if any) (the “Termination Date”).
Unless explicitly provided in the Grant Agreement or explicitly and minimally required by applicable legislation, the Termination Date will exclude and will not be extended by any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under statute, contract, common law/civil law, or otherwise. Unless otherwise expressly provided in the Plan or the Grant Agreement, or explicitly required by applicable legislation, your right to earn, vest in, seek damages in lieu of, or otherwise benefit from any portion of the Award, the shares of Common Stock subject to the Award, the Grant Agreement or the Plan, if any, will be measured by and immediately terminate as of the Termination Date. In such case, you will not earn, or be entitled to earn, any pro-rated vesting or other benefits or participation under the Plan for that portion of time before the Termination Date, nor will you be entitled to any compensation for lost vesting or other benefits or participation in the Plan. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting or other participation during a statutory notice period, your right to vest in the Award or otherwise benefit under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting or other benefits or participation if the vesting date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting or other participation. For further clarity, any reference to a termination, Termination of Employment, Separation from Service or termination of your employment or service will be interpreted to mean the Termination Date.
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By accepting the Awards subject to the Grant Agreements through the UBS Financial Services portal (or its successor), you declare that you expressly agree with the provisions regarding Termination of Employment described in the Plan, the Grant Agreements (including, but not limited to, Section 2 of the Grant Agreements) and the terms and conditions set forth in this Global Addendum.
Awards Not In Lieu of Other Compensation; No Entitlements. The following language replaces the second paragraph of Section A(1) of this Addendum:
You acknowledge and accept that, unless explicitly and minimally required by applicable legislation, taking part in the Plan is outside the terms of your regular employment and the Award, and income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday/vacation pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate. This invitation to participate in the Plan and any subsequent acquisition of shares of Common Stock or other benefits under the Plan do not establish and are not to be interpreted as establishing or amending a labor relationship or employment or service contract between you and the Company or any of its Affiliates, and do not establish any rights between you and your employer. You also acknowledge that, unless explicitly and minimally required by applicable legislation, the termination of your employment or service under any circumstances will not give you any claim or right of action against the Company or its Affiliates with respect to any loss of any Award or other benefit under the Plan.
You agree that, unless explicitly and minimally required by applicable legislation, no claim or entitlement to compensation or damages shall arise from (i) forfeiture of your Awards resulting from your Termination of Employment (regardless of the reason for the termination and whether or not the termination is later found to be invalid or in breach of applicable laws in the jurisdiction where you are employed or providing services or the terms of your employment or service contract, if any) and/or (ii) the application of any clawback/recoupment provisions in the Grant Agreement. No recovery of compensation or other benefits as described herein will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement you have with, the Company or any of its Affiliates.
Resale Restriction. You understand that you are permitted to sell shares acquired under the Plan through the designated broker appointed under the Plan, provided the resale of shares takes place outside of Canada through the facilities of the stock exchange on which the shares are traded.
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Non-Qualified Securities. In accordance with subsection 110(1.9) of the Income Tax Act (Canada) (the “Act”), notice is hereby given by GE HealthCare that the shares to be issued in respect of stock option awards in excess of the CAD $200,000 limit are non-qualified securities for purposes of the Act.
For Residents of Quebec:
Language. A French translation of the Grant Agreements and the Plan can be made available to you as soon as reasonably practicable upon your request. You understand that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.
Langue. Une traduction française Accords de Subvention et du Plan peut être mise à votre disposition dès que raisonnablement possible, à votre demande. Vous comprenez que, de temps à autre, des informations supplémentaires liées à l'offre du plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Toutefois, sur demande, la Société traduira en français les documents relatifs à l'offre du Plan dès que raisonnablement possible.
Data Privacy. The following provision supplements Section A(5) of this Addendum:
You hereby authorize the Company and the Company’s representative to discuss with and obtain all relevant information regarding the Awards and your participation in the Plan from all personnel, professional or non-professional, involved with the administration of the Plan. You further authorize the Company, the Service Recipient, the administrator of the Plan and the plan broker that is assisting the Company with the operation and administration of the Plan to disclose and discuss your participation in the Plan with their advisors. You also authorize the Company and the Service Recipient to record such information and keep it in your employee file. You acknowledge and agree that your personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the United States of America. If applicable, you also acknowledge and authorize the Company, the Service Recipient, the administrator of the Plan and any plan broker that is assisting the Company with the operation and administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.
Chile
Securities Law - Ruling N° 336. The Award constitutes a private offering of securities in Chile effective as of the Grant Date, and is expressly subject to general ruling N° 336 of the Chilean Commission for the Financial Market (“CMF”). Neither the Company nor the shares that you may receive pursuant to your Awards are registered with the Registry of Securities or under
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the control of the Chilean Superintendence of Securities. Given that the shares underlying the Award are not registered in Chile, the Company is not required to provide public information about the Award or the shares in Chile. Unless the Award and/or the shares are registered with the CMF, a public offering of such securities cannot be made in Chile.
China
Mandatory Full Cashless Option Exercise. Unless otherwise determined by the Company, your Option must be exercised pursuant to a broker-assisted cashless method of exercise.
Foreign Exchange Control Laws. Due to local legal requirements, shares acquired through RSU or PSU vesting must be maintained in the UBS Financial Services account until the shares are sold through UBS Financial Services with the net sales proceeds being paid to you through your current or most recent PRC employer. As a condition of the grant of RSUs or PSUs, you agree that any shares acquired under the Plan must be sold on a date that is within three-months after the date of your termination of active employment with the Company and its Affiliates or within any other time frame as the Company determines to be necessary or advisable for legal or administrative reasons. You authorize UBS Financial Services (or any successor broker designated by the Company) to sell such shares on your behalf at that time or as soon as is administratively practical thereafter. It, however, remains your responsibility to ensure that such shares are sold by such three-month deadline, and you acknowledge and agree that the Company is not responsible or liable for ensuring any particular price received in connection with the sale of such shares.
Under local law, you are required to repatriate to China the proceeds from your participation in the Plan, including proceeds from cashless option exercises, the sale of shares acquired through RSU or PSU vesting and any dividends or dividend equivalents paid to you in relation to RSUs or PSUs through a special exchange control account established by the Company or one of its Affiliates in China. You hereby agree that any proceeds from your participation in the Plan may be transferred to such special account prior to being delivered to you through your current or most recent PRC employer. Further, if the proceeds from your participation in the Plan are converted to local currency, you acknowledge that the Company (including its Affiliates) are under no obligation to secure any currency conversion rate, and may face delays in converting the proceeds to local currency due to exchange control restrictions in China. You agree to bear the risk of any currency conversion rate fluctuation between the date that your proceeds are delivered to the special exchange control account and the date of conversion of the proceeds to local currency.
To comply with requirements imposed by the State Administration of Foreign Exchange (SAFE), to the extent that, under your GE HealthCare Stock Option Grant Agreement, you may exercise any Options after your termination of employment with the Company and its Affiliates, you shall be permitted to exercise such Options for the shorter of the period set forth in your GE HealthCare Stock Option Grant Agreement and three months from the
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date of your termination of active employment; three months following the termination of your active employment with the Company and its Affiliates, any unexercised Options shall immediately expire.
The Company reserves the right to impose such further restrictions or conditions as may be necessary to comply with changes in applicable local laws in China.
If you are not a PRC national, the above provisions may not apply to you, to the extent determined by SAFE or its local branch office in accordance with local laws.
Cause. The definition of “Cause” provided under the Plan is revised in its entirety to read as follows:
“For this purpose, “Cause” shall be determined by the Company in its sole discretion and includes: (a) breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or Affiliate, or breach of a material term of his/her employment agreement or any other agreement with the Company or Affiliate; (b) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or its Affiliate; (c) commission of an act of dishonesty, fraud, embezzlement or theft; (d) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (e) failure to comply with the Company’s or Affiliate’s policies and procedures, including, but not limited to, the Company’s code of conduct set forth in the Company’s integrity manual, The Spirit and Letter.”
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
For the avoidance of doubt, in addition to the definition of Retirement contained in the applicable Grant Agreement and Plan, Retirement shall also include any earlier compulsory retirement under local law.
Colombia
Nature of the Awards. The following provision supplements Section A(1) of this Addendum:
By accepting the grant of the Award and pursuant to Article 128 of the Colombian Labor Code, you expressly acknowledge, understand and agree that the Awards and related benefits are granted by the Company entirely on a discretionary basis, do not exclusively depend upon your performance with the Service Recipient, and do not constitute a
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component of your “salary” for any legal purpose. Therefore, the Awards and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable, subject to any limitations as may be imposed under local law.
Securities Law Acknowledgement. The shares underlying the Awards are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores). Therefore, the shares may not be offered to the public in Colombia. Nothing in the Grant Agreements should be construed as making a public offer of securities in Colombia. In the event that the Company, in its sole discretion, determines that the offer of Options, RSUs and PSUs in Colombia may constitute a “public offer of securities” under Law 964 of 2005, you understand and agree that the Company may, in its sole discretion, cease to offer participation in the Plan in Colombia. In the event that the Company exercises its discretion to cease offering the Plan in Colombia, you will no longer be permitted to participate in the Plan as of the date established by the Company.
Mandate Letter. By accepting the Awards, you agree that, if requested by the Company or the Employer, you will execute a mandate letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order that (i) a sufficient number of shares of Common Stock to be allocated to you upon settlement of the Award can be withheld or sold on your behalf to cover Tax-Related Items required to be withheld by the Employer, and (ii) the proceeds from such withholding or sale can be transferred directly from the Company to the Employer in Colombia for remittance to the tax authorities.
Czech Republic
Restrictive Covenants. The paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
Denmark
Treatment of Awards upon Termination of Employment. The global termination provisions under the Plan will apply for all grants. The relevant termination provisions are detailed in the applicable Grant Agreements and the Employer Statement , as provided separately to you. By accepting the Award, you acknowledge having received the Employer Statement, which is provided to comply with the Stock Option Act, as amended as of January 1, 2019.
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-
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solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
Egypt
There are no country-specific provisions.
Finland
There are no country-specific provisions.
France
Nature of the Awards. The RSUs and PSUs are not granted under the French specific regime provided by Articles L. 225-197-1 and seq. and L. 22-10-59 and L. 22-10-60 of the French commercial code, as amended.
The Option is not granted under the French specific regime provided by Articles L. 225-177 and seq. and L. 22-10-56 to L. 22-10-58 of the French commercial code, as amended.
Cause. The definition of “Cause” is revised in its entirety to read as follows:
“For this purpose, “Cause” shall be determined by the Company in its sole discretion and includes in particular, but not limited to, the following justifications qualifying as a real and serious cause for dismissal: (a) breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or Affiliate, or breach of a material term of any other agreement with the Company or Affiliate; (b) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or its Affiliate; (c) commission of an act of dishonesty, fraud, embezzlement or theft; (d) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (e) failure to comply with the Company’s or Affiliate’s policies and procedures, including, but not limited to, the Company’s code of conduct set forth in the Company’s integrity manual, The Spirit and Letter.”
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
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Language. The parties to the Grant Agreement acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement à ou suite à la présente convention.
Germany
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement is revised in its entirety to read as follows:
“During the Grantee’s employment with the Company or its Affiliate, and for the one-year period following termination of such employment (the “Restriction Period”), the Grantee will not, without prior written approval from the Committee (a) whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any of its Affiliates (a “Restricted Person”) to terminate his or her employment relationship with, or accept any other employment outside of, the Company and its Affiliates; (b) recommend or cause a Restricted Person to be hired by an entity for which the Grantee works, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest, any person who is, or was within one year before or after the Grantee’s termination of employment with the Company and its Affiliates, a Restricted Person; or (c) provide any non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, skill sets or qualifications, etc., to any external person in connection with employment outside the Company and its Affiliates, including, but not limited to, recruiters and prospective employers. Except for the data related restrictions which apply indefinitely, the non-solicitation restrictions set forth above do not apply once a Restricted Person has been formally notified of his or her impending layoff from the Company or any of its Affiliates.”
Greece
There are no country-specific provisions.
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Hong Kong
Tax Election. Please note that the Company is required to report any gain realized on the exercise of Options and grants of RSUs or PSUs to the Hong Kong Inland Revenue Department (“IRD”). It is a condition of the grant that you agree to make appropriate filings with the IRD and to make an election to be taxed on a deemed exercise basis for all Option grants and on a deemed vested basis for all RSU and PSU grants. If you are in any doubt about your tax reporting obligations in Hong Kong, you should obtain independent professional tax advice.
Sale Restriction on Shares. In the event that the Award vests and/or are exercised and shares are issued to you (or your heirs) within six (6) months of the Grant Date, you (or your heirs) expressly agree that the shares will not be offered to the public or otherwise disposed of prior to the six (6)-month anniversary of the Grant Date.
Securities Law Notice. The Awards and any shares issued pursuant to the Awards do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its Affiliates. The Grant Agreements, including this Addendum, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The Awards and any related documentation are intended only for the personal use of each eligible employee of the Company or its Affiliates and may not be distributed to any other person. The contents of the Grant Agreements, including this Addendum and the Plan, have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Grant Agreements, including this Addendum, or the Plan, you should obtain independent professional advice.
Hungary
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
India
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Agreement is revised in its entirety to read as follows:
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“During the Grantee’s employment with the Company or its Affiliate, and for the one-year period following termination of such employment (the “Restriction Period”), the Grantee will not, without prior written approval from the Committee: (a) whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any of its Affiliates (a “Restricted Person”) to terminate his or her employment relationship with, or accept any other employment outside of, the Company and its Affiliates; (b) directly hire, or recommend or cause to be hired by an entity for which the Grantee works, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest, any person who is, or was within one year before or after the Grantee’s termination of employment with the Company and its Affiliates, a Restricted Person; (c) provide any non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, skill sets or qualifications, etc., to any external person in connection with employment outside the Company and its Affiliates, including, but not limited to, recruiters and prospective employers. The above restrictions do not apply once a Restricted Person has been formally notified of his or her impending layoff from the Company or any of its Affiliates; or (d) the Grantee will not, whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate any vendor, service provider or customer of the Company or its Affiliates, or interfere with or endeavor to interfere with any contract, arrangement, understanding or agreement or renewal of any of them, entered into by the Company or its Affiliates with such vendors, service providers and/or customers.”
Cause. The definition of “Cause” provided under the Plan is revised in its entirety to read as follows:
“For this purpose, “Cause” shall be determined by the Company in its sole discretion and includes: (a) breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or Affiliate, or breach of a material term of any other agreement with the Company or Affiliate; (b) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or its Affiliate; (c) commission of an act of dishonesty, fraud, embezzlement, theft, misconduct or for any incident of workplace harassment; (d) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (e) failure to comply with the Company’s or Affiliate’s policies and procedures, including, but not limited to, the Company’s code of conduct set forth in the Company’s integrity manual, The Spirit and Letter.”
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Tax Collection at Source. You understand that Tax Collection at Source (“TCS”) may apply to funds remitted out of India if the funds exceed a certain amount (currently INR 1,000,000) (“TCS Threshold”) during the Indian fiscal year. Therefore, your annual remittances out of India, including any remittances under the Plan, may be subject to TCS. Depending on the procedures established by the Service Recipient and the authorized dealer bank remitting the funds out of India, you understand and agree that the Company or the Service Recipient may deduct any applicable TCS via any withholding method set forth in Section A(1) of this Addendum.
You also understand that you may be required to provide a declaration to the Service Recipient or the authorized dealer bank remitting the funds regarding whether the TCS Threshold has been reached based on all of your remittances out of India, including any remittances under the Plan, and you agree to provide such declaration upon request.
Indonesia
Option Exercise Method. Due to local legal requirements, the Company may require you to exercise your Option pursuant to a broker-assisted cashless method of exercise.
Language Consent and Notification. By accepting the Award, you (i) confirm having read and understood the documents relating to the grant (i.e., the Plan and the Grant Agreement) which were provided in the English language, (ii) accept the terms of those documents accordingly, and (iii) agree not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).
Persetujuan dan Pemberitahuan Bahasa. Dengan menerima Penghargaan, Anda (i) memberikan konfirmasi bahwa dirinya telah membaca dan memahami dokumen-dokumen berkaitan dengan pemberian ini (yaitu, Rencana dan Perjanjian Hibah) yang disediakan dalam Bahasa Inggris, (ii) menerima persyaratan di dalam dokumen-dokumen tersebut, dan (iii) setuju untuk tidak mengajukan keberatan atas keberlakuan dari dokumen ini berdasarkan Undang-Undang No. 24 Tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan ataupun Peraturan Presiden sebagai pelaksanaannya (ketika diterbitkan).
Repatriation Requirements. By accepting the Awards, you agree to repatriate all sales proceeds and dividends attributable to shares acquired under the Plan in accordance with local foreign exchange rules and regulations. Neither the Company nor any of its Affiliates shall be liable for any fines or penalties resulting from your failure to comply with applicable laws.
Iraq
Tax and Regulatory Reporting Notification. You may be subject to certain tax, exchange control or foreign asset/account reporting requirements under the applicable laws in your country as a result of the acquisition, holding or transfer of shares or cash resulting from participation in the Plan. You are responsible for being aware of and satisfying any such
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requirements that may be necessary in connection with the Award. You should consult with your own personal legal advisors to ensure compliance with local laws.
Ireland
Director Notification Obligation. If you are a director, shadow director or secretary of an Irish Affiliate of GE HealthCare who owns more than a 1% interest in GE HealthCare, you are subject to certain notification requirements under the Companies Act, 1990. Among these requirements is an obligation to notify the secretary of the Irish Affiliate in writing when you receive an interest (e.g., Options, RSUs, PSUs, or shares) in the Company and the number and class of shares or rights to which the interest relates. In addition, you must notify the Irish Affiliate when you sell shares acquired through the exercise of Options or pursuant to any other Award granted under the Plan. You must notify the secretary of the Irish Affiliate of the acquisition or disposal of an interest in shares within five days following the day of acquisition or disposal of the interest in shares. These notification requirements also apply to any rights or shares acquired by your spouse or children under the age of 18 (whose interests will be attributed to you in your capacity as a director, shadow director or secretary of the Irish Affiliate).
Israel
Mandatory Full Cashless Option Exercise. Due to local tax requirements, your Option must be exercised pursuant to a broker-assisted cashless method of exercise.
Local Cash Settlement of RSUs/PSUs. Notwithstanding anything in the Grant Agreement or the Addendum to the contrary, RSUs and PSUs shall be settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
Indemnification for Tax Liabilities. As a condition of the grant of the Awards, you expressly consent and agree to indemnify the Company and/or its Affiliates and hold them harmless from any and all liability attributable to taxes, interest or penalties thereon, including without limitation, liabilities relating to the necessity to withhold any taxes.
Securities Law Notification. The grant of the Award does not constitute a public offering under the Securities Law, 1968.
Ivory Coast
There are no country-specific provisions.
Italy
Option Exercise Method. Due to local legal requirements, the Company may require you to exercise your Option pursuant to a broker-assisted cashless method of exercise.
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Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
Plan Document Acknowledgement. You acknowledge that by accepting this Award, you have been given access to the Plan document, has reviewed the Plan, the applicable Grant Agreement and this Addendum in their entirety and fully understands and accepts all provisions of the Plan, the Grant Agreement and this Addendum. Further, you specifically and expressly approve the following clauses of the Grant Agreement: Vesting; Delivery and Tax Withholding; Additional Requirements; Entire Agreement; Electronic Delivery; and Global Addendum and the following clauses under Section A of this Addendum: Nature of the Awards; Responsibility for Taxes and Other Legal Obligations; Electronic Delivery and Acceptance; Data Privacy; Governing Law and Venue; and Imposition of Other Requirements.
Japan
There are no country-specific provisions.
Jordan
There are no country-specific provisions.
Kazakhstan
Securities Law Information. The grant of the Award is addressed only to certain eligible employees of the Company and its subsidiaries and affiliates in the form of shares to be issued by the Company, which as of the date hereof are listed on the Nasdaq Stock Market. Neither the Plan nor the Grant Agreements have been approved, nor do they need to be approved, by the National Bank of Kazakhstan. The grant of the Award is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.
Kenya
Tax Registration Information. Under Tax Procedure Act, 2015, you are required to complete and submit a tax registration application to the Commissioner of Income Tax within 30 days of the first vesting date of the Award. The registration should be completed through the online portal “I TAX” and is a one-time only registration. You are personally responsible for ensuring compliance with all registration requirements in Kenya. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection with your participation in the Plan.
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Korea
Foreign Asset and Account Reporting. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the monthly balance of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency). You should consult with your personal tax advisor to determine how to value your foreign accounts for purposes of this reporting requirement and whether you are required to file a report with respect to such accounts.
Malaysia
Director Notification Information. If you are a director of a Malaysian Affiliate of the Company, you are subject to certain notification requirements under the Malaysian Companies Act, 2016. Among these requirements is an obligation to notify the Malaysian Affiliate in writing when you receive an interest (e.g., Options, RSUs, PSUs, or shares) in the Company or any related companies. In addition, you must notify the Malaysian Affiliate when you sell any shares of the Company or any related company (including when you sell shares acquired through exercise of your Option or pursuant to any other Award granted under the Plan). Additionally, you must also notify the Malaysian Affiliate of the Company if there are any subsequent changes in your interest in the Company or any related company. These notifications must be made within 14 days of receiving, acquiring or disposing of any interest in the Company or any related company.
Mexico
Labor Law Policy and Acknowledgement. By accepting the Awards granted under the Plan, you expressly recognize that GE HealthCare, with registered offices at 500 W. Monroe Street, Chicago, IL 60661 U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and your acquisition of shares does not constitute an employment relationship between yourself and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is the applicable GE HealthCare Affiliate in Mexico (“GE HealthCare-Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from your participation in the Plan do not establish any rights between yourself and your employer, GE HealthCare-Mexico, and do not form part of the employment conditions and/or benefits provided by GE HealthCare-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.
Al aceptar los premios bajo el Plan, usted expresamente reconoce que GE HealthCare, con sus oficinas registradas en 500 W. Monroe Street, Chicago, IL 60661 U.S.A., es el único responsable de la administración del Plan y que su participación en el Plan y su adquisición de acciones no constituyen una relación de empleo entre usted y GE HealthCare. Usted está participando en el Plan a nivel comercial y su único empleador es la compañía correspondiente afiliada a GE
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HealthCare en México (“GE HealthCare-México”). Basado en lo anterior, usted expresamente reconoce que el Plan y los beneficios que le corresponden a usted por su participación en el Plan no establecen derechos entre usted y su empleador, GE HealthCare-México, y no forman parte de las condiciones de empleo ni de los beneficios otorgados a usted por GE HealthCare-México. Cualquier cambio en el Plan o la suspensión del mismo no constituye un cambio ni un impedimento de sus términos y condiciones de empleo.
Restrictive Covenants. The following language replaces Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement in its entirety:
“During the Grantee’s employment with the Company or its Affiliate, and for the one-year period following termination of such employment (the “Restriction Period”), the Grantee will not, without prior written approval from the Committee: (a) whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any of its Affiliates (a “Restricted Person”) to terminate his or her employment relationship with, or accept any other employment outside of, the Company and its Affiliates; (b) directly hire, or recommend or cause to be hired by an entity for which the Grantee works, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest, any person who is, or was within one year before or after the Grantee’s termination of employment with the Company and its Affiliates, a Restricted Person; or (c) provide any non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, skill sets or qualifications, etc., to any external person in connection with employment outside the Company and its Affiliates, including, but not limited to, recruiters and prospective employers. The above restrictions do not apply once a Restricted Person has been formally notified of his or her impending layoff from the Company or any of its Affiliates.
In addition, the Grantee agrees that during the Restriction Period, the Grantee will not, without prior written approval from the Committee, whether directly or indirectly, perform activities or services in the Restricted Area for any Competitive Company which: (a) are similar in nature to the activities and services the Grantee performed for the Company or its Affiliate (or gained confidential information about, as described in the Employee Innovation and Proprietary Information Agreement or “EIPIA”) during the last two years of Grantee’s employment; and/or (b) will include Grantee working on products or services that are competitive with the products or services the Grantee worked on during the last two years of Grantee’s employment with the Company or its
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Affiliate. The term “Competitive Company” means any company or other third party that provides products and services that are competitive with the Company or its Affiliates. The term “Restricted Area” means for any Grantees in the Executive Band on the Grant Date, the area in which the Grantee is performing the majority of his or her duties for the Company, and for Grantees in the Executive Director and above Bands on the Grant Date, the country in which the Grantee is based, in each case where the Company or its Affiliate has substantial business operations as of Grantee’s termination of employment and in which the Grantee has provided services, had a material presence or influence, or received confidential information about (as described in the EIPIA and any other confidentiality agreements signed by Grantee) at any time during the last two years of the Grantee’s employment with the Company or its Affiliate. The Grantee understands and agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company or its Affiliate, the foregoing Restriction Period and Restricted Area are reasonable and appropriate to protect the Company’s legitimate business interests and goodwill.
Furthermore, during the Grantee’s employment with the Company or its Affiliate, and for all periods thereafter, the Grantee will not breach his or her EIPIA or otherwise disclose the Company’s or Affiliate’s non-public information.
The Grantee agrees that any breach by him or her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and its Affiliates for which money damages may not be an adequate remedy. Accordingly, the Grantee agrees that the Company and its Affiliates will be entitled to an injunction and/or other equitable relief, to prevent the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and its Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as repay any payments made hereunder (regardless of whether the Award is vested), except to the extent that such reimbursement is prohibited by law.
The Grantee agrees that the payment and benefits provided for in the Grant Agreement constitute fair and reasonable consideration for Grantee’s compliance with this section.”
Alteration/Termination. The following language replaces Section 8 (“Alteration/Termination”) of the Stock Option Grant Agreement, Section 9 (“Alteration/Termination”) of the Restricted Stock Unit Grant Agreement, and Section 9 (“Alteration/Termination”) of the Performance Stock Unit Grant Agreement, in its entirety:
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“Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Award without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that (a) constitutes a breach of this Grant Agreement, the EIPIA or any other confidentiality, non-solicitation, or non-competition agreement with the Company or its Affiliates, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or its Affiliates or (c) occurred prior to the Grantee’s termination of employment and would give rise to a termination for Cause, any unexercised portion of the Option or any unvested RSUs or PSUs shall be cancelled immediately, and any amounts previously conveyed under this Grant Agreement shall be subject to recoupment to the extent permitted under local law. In any event, the Award provided under this Grant Agreement shall be further subject to the Company’s policy with respect to compensation recoupment, as in effect and amended from time to time, to the extent permitted under local law. The Grantee agrees that the Company may take any such actions as are necessary to effectuate recoupment or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to (i) hold the Grantee’s shares and other amounts acquired under the Plan and/or (ii) reconvey, transfer, or otherwise return such shares and other assets to the Company. Also, the Award shall be null and void to the extent the grant of the Award or the exercise or vesting thereof is prohibited under the laws of the country of residence of the Grantee.
The definition of “Cause” is revised in its entirety and shall include: (a) breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or Affiliate, or breach of a material term of any other agreement with the Company or Affiliate; (b) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or its Affiliate; (c) commission of an act of dishonesty, fraud, embezzlement or theft; (d) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (e) failure to comply with the Company’s or Affiliate’s policies and procedures, including, but not limited to, the Company’s code of conduct set forth in the Company’s integrity manual, The Spirit and Letter.”
Securities Law Notification. The Award and any shares acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Grant Agreements and any other document relating to the Awards may not be publicly distributed in Mexico. These
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materials are addressed to you because of your existing relationship with the Company or one of its Affiliates, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees and/or service providers of the Company or one of its Affiliates made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
Morocco
Mandatory Full Cashless Option Exercise. Due to local legal requirements, your Option must be exercised pursuant to a broker-assisted cashless method of exercise.
Local Cash Settlement of RSUs/PSUs. In addition, notwithstanding anything in the Grant Agreement or the Addendum to the contrary, RSUs and PSUs shall be settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
Nature of the Awards. You understand and agree that your Awards are granted as an incentive, for investment purposes, and to employees only.
Netherlands
There are no country-specific provisions.
New Zealand
Securities Law Notification. You are being offered an opportunity to participate in the Plan. In compliance with an exemption to the New Zealand Financial Markets Conduct Act 2013, you are hereby notified that, you have the right to receive, free of charge, a copy of the Company’s latest annual report and a copy of the relevant financial statements of the Company. Such documents are available for your review on the Company’s external and/or internal sites at the web addresses listed below. In addition, in connection with the opportunity to participate in the Plan, you are being provided with a copy of the Plan, Grant Agreements, and the Plan Prospectus via the UBS Financial Services portal.
1. The Company’s most recent annual report: Once filed, this can be found at https://investor.gehealthcare.com/financial-information/sec-filings
2. The Company’s most recently published financial statements:
https://investor.gehealthcare.com/financial-information/sec-filings
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| Warning | ||
| This is an offer of Options, RSUs or PSUs. If the Options are exercised or the RSUs or PSUs vest and you receive shares in GE HealthCare, the shares will give you a stake in the ownership of GE HealthCare. You may receive a return if dividends are paid. | ||
| If GE HealthCare runs into financial difficulties and is wound up, you will be paid only after all creditors have been paid. You may lose some or all of your investment. | ||
| New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. | ||
| The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. | ||
| Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. | ||
| GE HealthCare's shares are listed on Nasdaq. This means you may be able to sell GE HealthCare's shares, if received with respect to the Options, RSUs or PSUs, on the NYSE if there are interested buyers. You may get less than you invested. The price will depend on the demand for GE HealthCare's shares. | ||
Nigeria
There are no country-specific provisions.
Norway
There are no country-specific provisions.
Pakistan
Mandatory Full Cashless Option Exercise. Due to local legal requirements, your Option must be exercised pursuant to a broker-assisted cashless method of exercise.
Forced Sale of Shares. The Company reserves the right to force the immediate sale of the shares to be issued upon vesting and/or exercise of the Award. If applicable, you agree that the Company is authorized to instruct its designated broker, on your behalf, to assist with the mandatory sale of such shares and you expressly authorize the Company’s designated broker to complete the sale of such shares. You expressly acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of shares at any particular
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price. Upon the sale of shares, you shall receive the cash proceeds from the sale of shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. You also acknowledge that you are unaware of any material non-public information with respect to the Company or any securities of the Company as of the date of the Grant Agreements.
Peru
Nature of the Grant. The following provision supplements Section A(1) of this Addendum:
This Award is being granted ex gratia to you by the Company as an incentive to reward you for your contributions to the Company.
Securities Law Information. The grant of the Award under the Plan is considered a private offering in Peru and accordingly, is not subject to registration in Peru. For more information concerning the grant of the Award, please refer to the Plan, the Grant Agreement, and any other grant documents made available to you by the Company. For more information regarding the Company, please refer to the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q available at www.sec.gov, as well as on the Company’s investor relations website (https://investor.gehealthcare.com/financial-information/sec-filings).
Philippines
Local Cash Settlement of Award. Notwithstanding anything in the Grant Agreement or the Addendum to the contrary, unless otherwise determined by the Company, the Award shall be settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
Poland
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
Portugal
Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and the Grant Agreements.
Conhecimento da Lingua. Pelo presente instrumento, você declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.
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Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
Puerto Rico
There are no country-specific provisions.
Romania
Language Consent. By accepting the Award grant, you acknowledge that you are proficient in reading and understanding English and fully understand the terms of the documents related to the grant (the Grant Agreement and the Plan), which were provided in the English language. You accept the terms of those documents accordingly.
Consimtamant cu Privire la Limba. Acceptând grantul de atribuire, recunoașteți că sunteți competenți în citirea și înțelegerea limbii engleze și înțelegeți pe deplin termenii documentelor legate de subvenție (Acordul de grant și Planul), care au fost furnizate în limba engleză. Acceptați termenii acestor documente în consecință.
Russia
Securities Law Notification. You acknowledge that the grant of Awards, the Plan and all other materials you may receive regarding participation in the Plan do not constitute an advertising or offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.
You further acknowledge that in no event will shares that may be issued to you with respect to the RSUs and PSUs be delivered to you in Russia; all shares issued to you with respect to the RSUs and PSUs will be maintained on your behalf in the United States.
You are not permitted to sell shares directly to a Russian legal entity or resident.
Cash Settlement of Award. In addition, notwithstanding anything in the Grant Agreement or the Addendum to the contrary, the Company may, for legal or administrative reasons, decide to settle the Award in cash (in which case no shares will be issued by the Company).
Saudi Arabia
Local Cash Settlement of Award. Notwithstanding anything in the Grant Agreement or the Addendum to the contrary, unless otherwise determined by the Company, the Award shall be
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settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
Serbia
Securities Law Information. The grant of the Award and the issuance of any shares in settlement of the Award is not subject to the regulations governing public offerings and private placements under the Law on Capital Markets.
Singapore
Securities Law Information. The Awards are being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Hence, statutory liability under the SFA in relation to the content of prospectuses will not apply. You should note that the Awards are subject to section 257 of the SFA and hence the Awards may not be offered or sold, or made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore, unless such offer, sale or invitation is made (i) more than six (6) months from the Grant Date, (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA, or (iii) pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
In addition, you are permitted to sell shares of Common Stock acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of Shares acquired under the Plan takes place outside of Singapore through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Stock Market LLC.
Director Notification Information. If you are a director, associate director, or shadow director of a Singapore Affiliate of the Company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate in writing when you receive an interest in shares (e.g., Options, RSUs, PSUs or shares) in the Company or any related companies. In addition, you must notify the Singapore Affiliate when you sell shares of the Company or any related company (including when you sell shares acquired through the exercise of your Option or pursuant to any other Award granted under the Plan) or if there is any change in the particulars of your interest. These notifications must be made within two business days of acquiring or disposing of any interest in shares of the Company or any related company or any change in any particulars of your interest. In addition, a notification must be made of your interests in shares of the Company or any related company within two business days of becoming a director, associate director, or shadow director, as applicable.
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Slovakia
There are no country-specific provisions.
South Africa
Approval Requirement. Optionees who wish to perform share purchase exercises must obtain local HR and legal approval (including Bank approval) before a share purchase exercise will be transacted.
Securities Law Information. In compliance with South African securities law, you acknowledge that you have been notified that the documents listed below are available for review as indicated:
1.a copy of the Company’s most recent financial reports: Quarterly Results | GE HealthCare
2.a copy of the Plan is available at: GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan
3.a copy of the Plan Prospectus is available by sending an email to GEHC.Equity@gehealthcare.com
You acknowledge that you may obtain a copy of the above documents, without fee, by contacting: GE HealthCare Technologies Inc. Executive Compensation Administration by sending an email to GEHC.Equity@gehealthcare.com or by mailing a written request to: 500 W. Monroe St., Chicago, IL 60661, Unites States of America.
You are advised to carefully read the materials provided before making a decision whether to participate in the Plan and to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.
Spain
No Special Employment or Similar Rights. You understand that GE HealthCare has unilaterally, gratuitously, and discretionally decided to distribute Awards under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that (i) any grant will not economically or otherwise bind the Company or any of its Affiliates presently or in the future, other than as specifically set forth in the Plan and the terms and conditions of your Option, RSU or PSUs grants; (ii) the Awards or shares acquired under the Plan shall not become a part of any employment or service contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever; and (iii) unless otherwise provided in the Grant Agreement, the Awards will be forfeited and will cease
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vesting upon the termination of your employment (as detailed in the following paragraph). Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Awards and underlying shares is unknown and unpredictable. In addition, you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Awards shall be null and void and the Plan shall not have any effect whatsoever.
For avoidance of doubt, your rights, if any, to the Awards upon termination of employment shall be determined as set forth in the Grant Agreements, including, without limitation, where (i) you are considered to be unfairly dismissed without good cause; (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; or (iv) you terminate service due to the Company’s or any of its Affiliates’ unilateral breach of contract. Consequently, the termination of your employment for any of the above reasons shall be deemed an “Other Termination of Employment” or any termination other than an enumerated termination circumstance under your Grant Agreements, unless otherwise determined by the Company, in its sole discretion.
Securities Law Notification. The Awards granted under the Plan do not qualify as securities under Spanish regulations. By the grant of the Awards, no “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in Spanish territory. The present document and any other document relating to the offer of Awards under the Plan has not been nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and it does not constitute a public offering prospectus.
Restrictive Covenants. The following language replaces Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement in its entirety:
“The Award and related benefits deriving from this Grant Agreement (i.e., Dividend Equivalent cash amounts) are provided to the Grantee in consideration of, and as an adequate economic compensation for, the Grantee’s execution and due compliance of the post-contractual (after employment termination) non-solicitation limitations that he/she undertakes pursuant to this Section of the Grant Agreement and/or in any existing non-competition agreement with the Company or any of its Affiliates.
During the Grantee’s employment with the Company or its Affiliate, and for the one-year period following termination of such employment (the “Restriction
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Period”), the Grantee will not, without prior written approval from the Committee: (a) whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any of its Affiliates (a “Restricted Person”) to terminate his or her employment relationship with, or accept any other employment outside of, the Company and its Affiliates; (b) directly hire, or recommend or cause to be hired by an entity for which the Grantee works, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest, any person who is, or was within one year before or after the Grantee’s termination of employment with the Company and its Affiliates, a Restricted Person; or (c) provide any non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, skill sets or qualifications, etc., to any external person in connection with employment outside the Company and its Affiliates, including, but not limited to, recruiters and prospective employers. The above restrictions do not apply once a Restricted Person has been formally notified of his or her impending layoff from the Company or any of its Affiliates.
Furthermore, during the Grantee’s employment with the Company or its Affiliate, and for all periods thereafter, the Grantee will not breach his or her Employee Innovation and Proprietary Information Agreement or “EIPIA” or otherwise disclose the Company’s or Affiliate’s non-public information.
In consideration for the post-contractual non-solicitation undertakings assumed by the Grantee pursuant to this Section of the Grant Agreement and/or in any existing non-competition agreement with the Company or any of its affiliates, the Grantee will receive adequate compensation, which will consist of the economic gain that the Grantee will obtain from the Award (including any related cash amounts).
During the Restriction Period, the Grantee will commit himself/herself to notify the Company and its Affiliates, within a period of five business days after his/her commencement of a new activity (whether in his/her own name or on behalf of any other person, any other company or entity or in any of those cases specified in this Section), of the name of the company or companies that engage his/her services, whether under an employment contract or a services agreement, the activity of the company or companies, and the duties that the Grantee will carry out in such company or companies.
The Grantee agrees that in case he/she would breach the non-solicitation covenants, the Grantee shall be obliged to reimburse to the Company and its Affiliates, without limitation, the full amounts he/she would have obtained as
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post-contractual compensation (whether by means of the Award, any cash amounts and any additional cash lump-sum payment).
To the extent permitted under local law, the Company and its Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and its Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as repay any payments made hereunder (regardless of whether the Award is vested), except to the extent that such reimbursement is prohibited by law.
The Grantee agrees that (i) the Company and its Affiliates hold an effective and evident commercial and industrial interest in regulating the non-solicitation covenants; (ii) the compensation agreed is totally adequate and highly compensates the post-contractual limitations assumed by the Grantee; and (iii) since any breach by him or her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and its Affiliates, that the agreed money damages are fair.”
Cause. The definition of “Cause” provided under the Plan is revised in its entirety to read as follows:
“For this purpose, “Cause” shall be determined by the Company in its sole discretion and includes: (a) breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation, or non-competition agreement with the Company or Affiliate, or breach of a material term of any other agreement with the Company or Affiliate; (b) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or its Affiliate; (c) commission of an act of dishonesty, fraud, willful malfeasance or willful misconduct, embezzlement or theft; (d) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (e) failure to comply with the Company’s or Affiliate’s policies and procedures, including, but not limited to, the Company’s code of conduct set forth in the Company’s integrity manual, The Spirit and Letter.”
Sweden
Responsibility for Taxes. The following provision supplements Section A(2) of this Addendum:
Without limiting the Company’s and the Service Recipient’s authority to satisfy any withholding obligations for Tax-Related Items as set forth in Section 4 of the GE HealthCare
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Restricted Stock Unit Grant Agreement and GE HealthCare Performance Stock Unit Grant Agreement and Section A(2) of this Addendum, by accepting the Award, you authorize the Company and/or the Service Recipient to withhold shares or to sell shares otherwise deliverable to you upon vesting/settlement/exercise of the Award to satisfy any liability you may have for Tax-Related Items, regardless of whether the Company and/or the Service Recipient have any statutory or regulatory obligation to withhold such Tax-Related Items.
Restrictive Covenants. Paragraph (ii) of Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and of Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement does not apply.
Switzerland
Securities Law Notification. The grant is considered a private offering in Switzerland and is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Award (1) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (2) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee or service provider of the Company or any of its Affiliates, or (3) have been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority).
Taiwan
Data Privacy Acknowledgement. You hereby acknowledge that you have read and understood the terms regarding collection, processing and transfer of Data contained in the data privacy provisions of the Grant Agreement and this Addendum and by participating in the Plan, you agree to such terms. In this regard, upon request of the Company or the Service Recipient, you agree to provide an executed data privacy consent form to the Company or the Service Recipient (or any other agreements or consents that may be required by the Company or the Service Recipient) that the Company and/or the Service Recipient may deem necessary to obtain under the data privacy laws in your country of residence, either now or in the future. You understand that you may be unable to participate in the Plan if you fail to execute any such consent or agreement.
Securities Law Information. The grant of Award and participation in the Plan is available only for employees of the Company and its subsidiaries and affiliates. The grant of an Award and participation in the Plan is not a public offer of securities by a Taiwanese company.
Thailand
There are no country-specific provisions.
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Tunisia
Local Cash Settlement of Award. Notwithstanding anything in the Grant Agreement or the Addendum to the contrary, unless otherwise determined by the Company, the Award shall be settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
Türkiye
Securities Law Information. The grant of Awards under the Plan is only available to employees of the Company and its Affiliates, and is intended to be a private offering. Under Turkish law, you are not permitted to sell shares acquired under the Plan in Türkiye. Shares are currently traded on the Nasdaq Stock Market LLC in the U.S. under the ticker symbol “GEHC” and shares may be sold on this exchange only, which is located outside of Türkiye.
Financial Intermediary Information. Activity related to investments in foreign securities (e.g., the sale of shares acquired under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board. You understand that you are solely responsible for complying with this requirement and should contact your personal legal advisor for further information regarding your obligations in this respect.
Ukraine
Settlement of Awards. Settlement of Awards shall be in shares, provided, however, that the Company has discretion to settle the Awards in cash if it determines that cash settlement is necessary or advisable in light of changes in the regulatory requirements in Ukraine.
United Arab Emirates
Nature of the Grant. The following provision supplements Section A(1) of this Addendum:
You acknowledge that the Awards and related benefits do not constitute a component of your “wages” for any legal purpose. Therefore, the Awards and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts that may be payable.
Securities Law Notification. The Plan is only being offered to Eligible Persons and is in the nature of providing equity incentives to service providers of the Company’s Affiliate in the United Arab Emirates. The Plan and the Grant Agreements are intended for distribution only to such Eligible Persons and must not be delivered to, or relied on by, any other person. You should conduct your own due diligence on the Award offered pursuant to the Grant Agreements. If you do not understand the contents of the Plan and/or the Grant Agreement, you should consult an authorized financial advisor.
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The Awards and the shares underlying the Awards have not been reviewed by or registered with the Emirates Securities and Commodities Authority, the Dubai Financial Services Authority, the U.A.E. Central Bank or any other governmental authority in the United Arab Emirates, and have not been authorized or licensed for offering, marketing or sale in the United Arab Emirates. As such, the Awards and shares underlying them are not being offered or sold in the United Arab Emirates. This offering is being made in, and any related materials are subject to, the laws, regulations and rules of a jurisdiction outside the United Arab Emirates.
United Kingdom
Application of the Addendum. This Addendum only applies to Awards that are not granted as tax-qualified awards pursuant to the UK Sub-Plan to the Plan.
Joint Election. It is a further condition of delivery of any shares pursuant to the exercise of Options or the vest of RSUs or PSUs that you enter into a joint election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom (“ITEPA”) (the “431 Election”) jointly with your employer, the effect of which is that the shares will be treated as if they were not restricted securities and that sections 425 to 430 of ITEPA will not apply to those shares. By accepting your Award and the terms and conditions of the applicable Grant Agreement(s) and this Addendum through the electronic acceptance process established by the Company, you also are entering into the 431 Election attached hereto as Appendix B. You also agree that you will not revoke such election at any time.
Restrictive Covenants. The following language replaces Section 6 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Stock Option Grant Agreement, Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Restricted Stock Unit Grant Agreement, and Section 7 (“Non-solicitation, Non-competition and Compliance with Agreements”) of the Performance Stock Unit Grant Agreement in its entirety:
“During the Grantee’s employment with the Company or its Affiliate, and for the one-year period following termination of such employment (reduced by any period the Grantee spends on garden leave) (the “Restriction Period”), the Grantee will not, without prior written approval from the Committee: in the course of any business concern which is in competition with those parts of the Company's or any of its Affiliates' business with which the Grantee was involved to a material extent in the 12 months before termination of his or her employment (“Restricted Business”) (a) whether on his or her own behalf or in conjunction with any other person or third party, directly or indirectly solicit or encourage any person who is a Lead Professional Band or higher employee of the Company or any of its Affiliates who could materially damage the Company's or any of its Affiliates' interests if they were involved in any business concern which competes with any Restricted Business and with whom the Grantee dealt in the 12 months before termination of his or her employment (a “Restricted Person”) to terminate his or her employment
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relationship with, or accept any other employment outside of, the Company and its Affiliates; (b) directly hire, or recommend or cause to be hired by an entity for which the Grantee works, or with which the Grantee is otherwise associated or owns more than a 1% ownership interest, any Restricted Person; or (c) provide any non-public information regarding any Restricted Person, including, but not limited to, compensation data, performance evaluations, skill sets or qualifications, etc., to any external person in connection with employment outside the Company and its Affiliates, including, but not limited to, recruiters and prospective employers. The above restrictions do not apply once a Restricted Person has been formally notified of his or her impending layoff from the Company or any of its Affiliates.
In addition, the Grantee agrees that during the Restriction Period, the Grantee will not, without prior written approval from the Committee, whether directly or indirectly, perform activities or services in the Restricted Area for any Competitive Company which: (a) are similar in nature to the activities and services the Grantee performed for the Company or its Affiliate (or gained confidential information about, as described in the Employee Innovation and Proprietary Information Agreement or “EIPIA”) during the last two years of Grantee’s employment; and/or (b) will include Grantee working on products or services that are competitive with the products or services the Grantee worked on during the last two years of Grantee’s employment with the Company or its Affiliate. The term “Competitive Company” means any company or other third party that provides products or services that are competitive with the Company or its Affiliates. The term “Restricted Area” means for Grantees in the Executive Band, the area in which the Grantee is performing the majority of his or her duties for the Company, and for Grantees in the Executive Director and above Bands, the country in which the Grantee is based, in each case where the Company or its Affiliate has material business operations as of Grantee’s termination of employment and in which the Grantee has provided services, had a material presence or influence, or received confidential information about (as described in the EIPIA and any other confidentiality agreements signed by the Grantee) at any time during the last two years of the Grantee’s employment with the Company or its Affiliate. The Grantee understands and agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company or its Affiliate, the foregoing Restriction Period and Restricted Area are reasonable and appropriate to protect the Company’s legitimate business interests and goodwill.
Furthermore, during the Grantee’s employment with the Company or its Affiliate, and for all periods thereafter, the Grantee will not breach his or her EIPIA or otherwise disclose the Company’s or Affiliate’s non-public information.
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The Grantee agrees that any breach by him or her of the foregoing obligations inevitably would cause substantial and irreparable damage to the Company and its Affiliates for which money damages may not be an adequate remedy. Accordingly, the Grantee agrees that the Company and its Affiliates will be entitled to an injunction and/or other equitable relief, without the necessity of posting security, to prevent the breach of such obligations. The Grantee also agrees to indemnify and hold the Company and its Affiliates harmless from any loss, claim or damages, including, without limitation, all reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under this Grant Agreement, as well as repay any payments made hereunder (regardless of whether the Award is vested), except to the extent that such reimbursement is prohibited by law.
The Grantee agrees that the payment and benefits provided for in the Grant Agreement constitute fair and reasonable consideration for Grantee’s compliance with this section.”
Responsibility for Taxes. The following provision supplements Section 4 of the GE HealthCare Restricted Stock Unit Grant Agreement and GE HealthCare Performance Stock Unit Grant Agreement and Section A(2) of this Addendum:
Without limitation to Section 4 of the GE HealthCare Restricted Stock Unit Grant Agreement and GE HealthCare Performance Stock Unit Grant Agreement and Section A(2) of this Addendum, you agree to be liable for any Tax-Related Items and hereby covenants to pay any such Tax-Related Items, as and when requested by the Company or the Service Recipient or the HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You agree to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.
Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by you, in which case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to you on which additional income tax and National Insurance Contributions (“NICs”) may be payable. You acknowledge that you will be personally responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for paying the Company or the Service Recipient, as applicable, for the value of any employee NICs due on this additional benefit, which may also be recovered from you by any of the means referred to in Section A(2) of this Addendum.
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Vietnam
Local Cash Settlement of Award. Notwithstanding anything in the Grant Agreement or the Addendum to the contrary, unless otherwise determined by the Company, the Award shall be settled in cash only paid by the Service Recipient through local payroll (and shall not be settled in shares issued by the Company).
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Appendix A
GDPR Notice for Participants in the EU and UK
RE: GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan (the “Plan”)
Dear Participant:
The EU General Data Protection Regulation (also known as the “EU GDPR”) came into force on May 25, 2018. The UK implementation of the EU GDPR (“UK GDPR”) applies following the UK’s withdrawal from the European Union (the UK GDPR, collectively with the EU GDPR, the “GDPR”). For the purposes of the GDPR, GE HealthCare Technologies Inc. (the “Company”) wants to make UK- and EU-based participants in the Plan aware that the Company holds certain Data (as defined below) about the participants. The Company also wants to explain why the Company holds this Data and to let each participant know how to raise any questions regarding the Company’s use of the Data. The purpose of this communication is to provide participants with this information.
This document constitutes a Notice under the GDPR. Copies of this Notice are also available by request using the contact details set out below.
This communication supplements information relating to the use of your Data set out in the relevant agreement, or agreements, including the Global Addendum, issued to you under the Plan (the “Grant Agreements”). Should there be any inconsistency between the terms of this Notice and the Grant Agreements relating to the Company’s use of your Data, then this Notice is the document that will apply.
The term “Data” as used in this Notice includes your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality and job title, as well as details of any shares, directorships, awards or any other equity or share rights you may have in the Company (whether awarded, canceled, exercised, vested, unvested or outstanding).
Data Controller Entity: The Company is the Data Controller. The Company is a Delaware corporation, with its principal United States office at 500 W. Monroe Street, Chicago, Illinois 60661 U.S.A.
Purposes: Data is held for the exclusive purpose of implementing, administering and managing your participation in the Plan.
Legitimate Interests: The Company holds the Data for the legitimate interests of implementing, administering and maintaining the Plan and each participant's participation in the Plan.
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International Transfers of Data: As the Company is based in the United States and the Grant Agreements are performed in the United States, the Company can only meet its contractual obligations to you under the Grant Agreements if the Data is transferred to the United States. The performance of the contractual obligations of the Company to you is one of the legal bases for the transfer of the Data from the European Union to the United States. You should be aware that the United States may have different data privacy laws and protections than the data privacy laws in place in the European Union.
Retention Period: Records relating to the Plan are kept indefinitely, as they are part of the statutory records of the Company.
Other Recipients: To fulfil its obligations under the Grant Agreements, the Company may share Data with its subsidiary companies who employ participants in the Plan. In addition, Data may be transferred to certain third parties assisting in the implementation, administration and management of the Plan, such as share plan administrators and transfer agents, including UBS Financial Services. At your instruction, the Data will be shared with a broker or other third party whom you have instructed the Company to deposit shares or other securities acquired upon the vesting of any awards under the Grant Agreements.
Data Subject Rights: Participants have a number of rights under the GDPR. Depending upon the circumstances, these may include the right of data portability (where the Company helps a participant move Data to someone else at the participant's request), the right to object to the processing of the Data, the right to require the Company to update and correct the Data, the right to require erasure of the Data and the right for the participant to review the Data held by the Company and to require the Company to cease processing it. You must understand, however, that any such request may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or your withdrawal of consent, please contact the Company using the contact details below.
Data Security: The Company recognizes the importance of treating Data in a lawful, fair and transparent manner. The Company will apply reasonable organizational and security measures to prevent the unlawful processing and/or the accidental loss or destruction of these materials and, in particular, the personal data contained in them.
Contact: If you have any questions concerning this Notice, you should contact GE HealthCare Technologies Inc. Executive Compensation Administration by sending an email to GEHC.Equity@gehealthcare.com.
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Appendix B
Notice to UK Participants
Regarding the Impact of Accepting the 431 Election
Because there is a risk that HMRC may consider the shares you acquire at settlement of your Award(s) to be “restricted” securities, you are required to enter into a 431 Election. This will ensure that you will be subject to tax on the full unrestricted market value of shares at settlement, thereby avoiding any subsequent taxable event (other than upon sale of shares acquired at settlement).
Clicking on the “ACCEPT” box indicates your acceptance of Part A of the two part “Joint Election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 for disapplication of Chapter 2 of the Income Tax (Earnings and Pensions) Act 2003”. Your employer will sign and maintain Part B on file. You should read this Notice in its entirety before accepting the 431 Election.
Tax Impact of Accepting the 431 Election
By entering into the Election:
•you agree that you will be subject to income tax and National Insurance contributions on the full unrestricted market value of shares at settlement of your RSUs, PSUs and/or exercise of your Options notwithstanding GE HealthCare Technologies Inc.’s discretion to require you to repay any payments made in connection with your Awards in the event you engage in activity harmful to GE HealthCare Technologies Inc., as described in the “Restrictive Covenants” provisions in the United Kingdom section of this Addendum and the relevant terms of the Grant Agreement(s); and
•you acknowledge that even if you have clicked on the “ACCEPT” box where indicated, GE HealthCare Technologies Inc. or your employer may still require you to sign a paper copy of this 431 Election (or a substantially similar form) if GE HealthCare Technologies Inc. determines necessary to give effect to the 431 Election.
Please read the 431 Election carefully before accepting the 431 Election.
Please print and keep a copy of the 431 Election for your records.
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GE HealthCare Technologies Inc.
431 Election
Joint Election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 for full disapplication of Chapter 2 of the Income Tax (Earnings and Pensions) Act 2003
Two Part Election
Part A - To be completed by the Employee
1.Between
The Employee who has obtained authorized access to the joint election
and
The Company (who is the Employee’s employer) identified in the attached Schedule
of the Company Registration Number provided in the attached Schedule
2.Purpose of Election
This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.
The effect of an election under section 431(1) is that, for the relevant Income Tax and National Insurance contribution (“NIC”) purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).
| Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner. | ||
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3.Application
This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:
Number of securities All securities
Description of securities Shares of common stock of GE HealthCare Technologies Inc.
Name of issuer of securities GE HealthCare Technologies Inc., a Delaware corporation
acquired by the Employee on or after the date of this joint election under the terms of the GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan.
4.Extent of Application
This election under section 431(1) ITEPA disapplies all restrictions attaching to the securities.
5.Declaration
This election will become irrevocable upon the later of the date it is accepted electronically or the acquisition (and each subsequent acquisition) of employment-related securities to which this election applies.
The Employee acknowledges that by accepting the Award(s) (by clicking on the “ACCEPT” box where indicated in the Company’s electronic acceptance procedure), the Employee hereby agrees (inter alia) to be bound by the terms of this election.
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Schedule to 431 Election – Employing Company
The employing companies to which this joint election relates are:
| Employing Company | Company Registration Number | ||||
| GE Healthcare Financial Services Ltd. | 1102466 | ||||
| GE Healthcare Limited | 1002610 | ||||
| GE Healthcare UK Limited | 3337033 | ||||
| GE Medical Systems Limited | 252567 | ||||
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Exhibit 31.1
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, Peter J. Arduini, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of GE HealthCare Technologies Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 29, 2026
| /s/ Peter J. Arduini | ||
| Peter J. Arduini | ||
| President & Chief Executive Officer | ||
Exhibit 31.2
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, James K. Saccaro, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of GE HealthCare Technologies Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 29, 2026
| /s/ James K. Saccaro | ||
| James K. Saccaro | ||
| Vice President & Chief Financial Officer | ||
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350
18 U.S.C. Section 1350
In connection with the Quarterly Report of GE HealthCare Technologies Inc. (the “registrant”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Peter J. Arduini and James K. Saccaro, President & Chief Executive Officer and Vice President & Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, that to our knowledge:
(1)The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
April 29, 2026
| /s/ Peter J. Arduini | ||
| Peter J. Arduini | ||
| President & Chief Executive Officer | ||
| /s/ James K. Saccaro | ||
| James K. Saccaro | ||
| Vice President & Chief Financial Officer | ||