GE HealthCare Technologies (GEHC) Risk Factor Changes

These and other provisions of our certificate of incorporation, bylaws, and Delaware law may discourage, delay, or prevent certain types of transactions involving an actual or a threatened acquisition or change in con…

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum fo…

We have $10,003 million of borrowings outstanding as of December 31, 2025, and we may incur additional indebtedness in the future.

We maintain product liability insurance coverage, among other liability insurance coverage, which includes deductible amounts and self-insured retentions.

We are also subject to government audits, investigations, and oversight proceedings.

Additionally, some governmental entities, including the U.S.

The opinions do not address any U.S.

Prior to the completion of the Spin-Off, GE received (1) a private letter ruling from the Internal Revenue Service (the “IRS”) to the effect that, among other things, the Spin-Off will qualify as a transaction that is…

Our products and systems receive, generate, and store significant volumes of personal and sensitive information, such as employee, supplier, customer, and patient data.

We are subject to antitrust and competition laws, which generally prohibit certain types of conduct deemed to be anti-competitive, including price fixing, bid rigging, cartel activities, price discrimination, market m…

Any alleged or actual violations of these laws or regulations may subject us to government scrutiny; criminal, civil, or administrative sanctions; stockholder lawsuits; reputational damage; and other liabilities.

Global enforcement of anti-corruption laws has increased substantially in recent years, with more frequent voluntary self-disclosure by companies, aggressive investigations (including coordinated investigations across…

We are subject to rigorous regulation governing development, product testing, manufacturing, packaging, labeling, safety, quality, storage, marketing clearance or approval, advertising and promotion, import and export…

The FDA and equivalent global agencies tightly regulate and actively enforce the laws and regulations governing the development, authorization, and commercialization of medical devices and pharmaceutical products.

Many of our offerings have lengthy development and commercialization cycles.

Increasing attention to sustainability matters, including EH&S matters, may impose additional costs on our business and expose us to new risks.

There are increasingly large volumes of information, including patient data, being generated that need to be securely processed and stored by healthcare organizations.

We manufacture and sell products that rely upon software and computer systems to operate properly and process and store confidential information.

Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted cybercrimes pose a risk to our systems, networks, products, solutions, services, and data, as well as our reputation,…

The risks of disruption described above, as well as the risks arising from war, geopolitical conflicts, government sanctions or trade controls, imposition of tariffs, natural disasters, climate change-related physical…

We have replaced certain internal capabilities with outsourced products, services, or solutions.

We rely upon supplies of certain raw materials, including helium, iodine, and rare earth minerals.

Additionally, we are making significant investments in AI initiatives and are building AI into many of our digital offerings.

•meeting regulatory requirements for the development, testing, marketing, and implementation of these solutions in a fast-moving space disrupted by changing regulations around data and the need for innovation, includi…

•continuing to enhance the attractiveness of our solutions to our customers in the face of increasing competition from a significant number of existing and new entrants in the market, while meeting reliability and sec…

Our increasing focus on and investment in cloud, edge computing, AI, and software offerings present risks to our business.

In addition, we also regularly evaluate a variety of other potential strategic transactions, including equity and other investments, and disposition of non-core assets or businesses.

•inquiries and rulings by antitrust, foreign direct investment, or other regulatory bodies;

Our business strategy includes the acquisition of technologies and businesses that expand, accelerate, or complement our existing business.

Without adequate support from third-party payers, the market for our offerings may be limited and adversely impacted.

Public health crises and epidemics and pandemics have had and, in the future, may have a material adverse impact on our business, as well as on the operations and financial performance of customers and suppliers in in…

Further risks stem from ongoing and future geopolitical tensions and volatility and economic sanctions imposed relating to regions and persons included on sanctioned party lists.

We generate the majority of our revenue outside of the U.S.

Our inability to obtain and maintain regulatory authorizations for and supply commercial quantities of our offerings as quickly and effectively as our competitors could limit market acceptance.

Our service organization allows us to deliver service offerings through an extensive network of field service engineers, global repair centers, and customer service centers.

•We have significant postretirement benefit liabilities and their actual costs and related cash flows are uncertain and could exceed current estimates.

•We are exposed to risks associated with potential litigation, arbitration, and governmental proceedings, including product liability claims that have been and may be brought against us.

•Our business operations are subject to extensive laws and regulations, including with regard to the development, authorization and commercialization of our products, as well as anti-corruption and anti-bribery laws,…

•Increasing attention to sustainability matters, including environmental, health, and safety (“EH&S”) matters, may impose additional costs and expose us to new risks.

•If we are unable to attract or retain key talent and qualified employees or maintain relations with our employees or employee representatives, it could adversely affect our business.

•Efforts by public and private payers to control the growth of healthcare costs may affect the price of and demand for our products and services.

In connection with the Spin-Off, we and GE entered into various transaction agreements related to the Spin-Off.

We or GE may fail to perform under various transaction agreements executed as part of the Spin-Off.

Certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in GE or because of their previous or continuing positions with GE.

Future material impairments in the value of our long-lived assets, including goodwill, could adversely affect our business.

Complying with our requirements under our debt instruments could adversely affect our business, results of operations, cash flows, and financial condition.

RISKS RELATING TO FINANCING AND CAPITAL MARKETS ACTIVITIES.

America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Our certificate of incorporation provides that certain courts in the State of Delaware or the federal district courts of the United States will be the sole and exclusive forum for substantially all disputes between us…

Developments following regulatory authorization, including results in post-approval device or pharmaceutical Phase 4 trials or other studies, could adversely affect sales or decrease demand for our medical devices or…

investigation, or complaint and any adverse publicity surrounding such allegations or actions could have a material adverse effect on our business results, cash flows, financial condition, or prospects.

Beginning in 2024, many countries have enacted local legislation related to the Organization for Economic Co-operation and Development Pillar Two Global Anti-Base Erosion (“GloBE”) rules, which include the introductio…

time-consuming.

judgments against government officials and others found to have engaged in corruption and other misconduct across many industries; certain of these judgments contain references that identify some of our products, empl…

In addition, the opinion of counsel, the opinion of EY, and the private letter ruling rely on certain facts, assumptions, representations, and undertakings from GE and us regarding the past and future conduct of the c…

The opinion of counsel and the opinion of EY do not address any U.S.

If our Spin-Off from GE is determined to be a taxable transaction, it could result in significant tax liability to GE and its stockholders and we could have an indemnification obligation to GE, which could adversely a…

industry standards, or competitors’ innovations or reverse engineering efforts.

Our research and development efforts may not succeed in developing commercially successful products and technologies, which could adversely affect our business.

We are subject to legal and regulatory requirements that focus on our ESG positions, performance, and disclosures.

We face attention from investors, regulators, and other stakeholders, who may have conflicting views, related to our ESG positions, performance, and disclosures.

Having a diverse and inclusive workplace can also enhance our ability to attract and retain talent and is an important driver of our ability to compete and innovate.

creating new attack methods for adversaries.

If we do not successfully manage our collaboration arrangements, licensing arrangements, joint ventures, or strategic alliances with third parties, we may not realize the expected benefits from such arrangements, whic…

In addition, we cannot guarantee that the mitigation strategies we employ, such as internal and third-party risk management tools, maintaining objective evidence of our suppliers’ compliance with minimum viable qualit…

Our increasing focus on and investment in cloud, edge computing, AI, and software offerings present risks to our business.

The imposition of tariffs, non-tariff barriers, and other import and export restrictions have contributed to increased global economic uncertainty.

Our business is affected by global geopolitical conditions.

The implementation of localization requirements and other government policies in certain geographies, driven by support of local industry, security of supply, and incentives for technological breakthroughs, could nega…

•a failure to successfully enter new geographic or adjacent product markets;

You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating GE HealthCare and GE HealthCare’s common stock.

•We or GE may fail to perform under various transaction agreements executed as part of the Spin-Off.

•Certain provisions in our certificate of incorporation, bylaws, and Delaware law may discourage takeovers.

•Changes in foreign currency exchange rates, equity prices, and interest rates, and unfavorable changes in economic conditions or uncertainties that effect the capital markets could adversely affect our financial perf…

•Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted cyber crimes pose a risk to our systems, networks, products, solutions, services, and data, as well as our reputatio…

•Global geopolitical instability, such as continuing uncertainties and challenging conditions in regional economies and global economic instability, such as public health crises, have and could in the future adversely…

•We operate in highly competitive markets, competition may increase in the future, and our industry may be disrupted, requiring us to lower prices or resulting in a loss of market share, and our inability to successfu…

An investment in our company is subject to a number of risks.

We face increasing attention from investors, regulators, customers, and other stakeholders, who may have conflicting views on our positions, performance, and disclosures relating to sustainability-related matters, and…

The imposition of tariffs, non-tariff barriers, and other import and export restrictions have contributed to increased global economic uncertainty.

The implementation of localization requirements and the other government policies in certain geographies such as China and Russia creates a risk that, if we do not localize our products or operations to meet such requ…

•a failure to successfully enter new or emerging geographic or adjacent product markets, including as a result of pricing pressures from local and international competitors in those markets;

•the performance, capability, and integrity of third parties, including due to their financial instability or their compliance or regulatory failures;

•Our existing indebtedness, and any additional indebtedness that we may incur, could have important consequences for our business.

•We manufacture and sell products that rely upon software and computer systems to operate properly and process and store confidential information.

•Our business strategy includes substantial investment in R&D, with a focus on AI, cloud, edge computing, and software offerings.

•Our business strategy could be adversely affected if we are unable to successfully complete strategic transactions or manage our collaboration, joint venture, or similar arrangements.

•Our business is subject to the effects of global geopolitical and economic instability and public health crises.

•We operate in highly competitive markets.

This summary of risks is intended to provide an overview of the principal risks we face and should not be considered a substitute for a review of the more detailed risk factors discussed immediately following this sum…

An investment in our company is subject to a number of risks.