GE HealthCare Technologies Inc.GEHC
GE HealthCare Technologies Inc. Goodwill & Intangibles Disclosure
ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS
PROPOSED ACQUISITION.
On November 20, 2025, we announced an agreement to acquire Intelerad for a purchase price of $2,300 million to be paid in cash. The proceeds of senior unsecured notes issued in the fourth quarter of 2025, together with borrowings under a new delayed draw term loan facility and cash on hand, are expected to be used to fund the purchase price of the acquisition. See Note 9, “Borrowings” for additional information on the borrowings. Intelerad is a leading medical imaging software and digital enterprise workflow solutions company with a significant presence in outpatient ambulatory care settings. Its cloud-first products are designed for radiology and cardiology and extend across both inpatient and outpatient care settings. Intelerad’s outpatient footprint complements GE HealthCare’s footprint in hospital-based imaging. Together, these combined capabilities are expected to create a more comprehensive, cloud-first and AI-enabled imaging offering spanning diverse care settings—from large academic medical centers to rapidly expanding ambulatory networks. The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including regulatory approvals.
ACQUISITIONS.
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.
This transaction was accounted for as a business combination. 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 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 Consolidated Statements of Income for the year ended December 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 | $ | 271 | |||
Fair value of previously held interest in NMP | 301 | ||||
Fair value of contingent consideration | 5 | ||||
Total allocable purchase price | $ | 577 | |||
The preliminary fair values of the assets and liabilities assumed in connection with the acquisition of NMP are as follows.
Preliminary allocation | |||||
Receivables | $ | 53 | |||
Inventories | 9 | ||||
All other current assets(1) | 35 | ||||
Property, plant, and equipment | 240 | ||||
Goodwill | 220 | ||||
Other intangible assets | 235 | ||||
All other non-current assets | 39 | ||||
Deferred income taxes | (81) | ||||
All other non-current liabilities | (145) | ||||
Other(2) | (28) | ||||
Total net assets post acquisition | $ | 577 | |||
(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.
The allocation of purchase price of NMP to the tangible and intangible assets acquired and liabilities assumed, as reflected in the table above, is based on the Company’s preliminary allocations of their fair values. As of December 31, 2025, measurement period adjustments included changes to the purchase price allocation, resulting in a net increase of approximately $4 million to goodwill. The measurement period adjustments resulted primarily from adjustments to acquired intangibles and decommissioning liabilities based on facts and circumstances that existed as of the acquisition date. While all amounts remain subject to adjustments, the areas potentially subject to the most significant adjustments are decommissioning liabilities and deferred income taxes. The Company’s management believes the fair values recognized for the assets acquired and the liabilities assumed are based on reasonable estimates and assumptions.
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. Definite-lived intangible assets consist primarily 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, 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.
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.
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. Definite-lived intangible assets consist primarily 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, 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.
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 preliminary 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.
MIM Software
On April 1, 2024, the Company acquired 100% of the stock of MIM Software Inc. (“MIM Software”) for approximately $259 million, net of cash acquired of $11 million, and potential contingent payments valued at $13 million pertaining to achievement of certain milestones, for a total purchase price of $283 million. The acquisition included up to $23 million of other contingent payments based on service requirements. The acquisition was funded with cash on hand. This transaction was accounted for as a business combination. The purchase price allocation, which was finalized in the first quarter of 2025 without material adjustments, resulted in goodwill of $189 million, customer-related intangible assets of $52 million, developed technology intangible assets of $48 million, net deferred tax liabilities of $13 million, and other net assets of $7 million. The goodwill associated with the acquired business, recorded within the Imaging segment, is non-deductible for tax purposes and is attributed to expected synergies and commercial benefits from use of the MIM Software technology in our existing GE HealthCare portfolio. MIM Software is a global provider of medical imaging analysis and AI solutions for the practice of radiation oncology, molecular radiotherapy, diagnostic imaging, and urology at imaging centers, hospitals, specialty clinics, and research organizations worldwide.
If the acquisition of MIM Software had taken place as of the beginning of 2023, consolidated revenues and earnings would not have been significantly different from reported amounts.
GOODWILL.
| Imaging | AVS | PCS | PDx | Total | |||||||||||||
Balance at December 31, 2023 | $ | 4,431 | $ | 3,933 | $ | 2,038 | $ | 2,534 | $ | 12,936 | |||||||
Reallocation | (1,031) | 1,031 | — | — | — | ||||||||||||
Acquisitions(1) | 194 | 42 | — | — | 236 | ||||||||||||
| Foreign currency exchange and other | (13) | (19) | (3) | (1) | (36) | ||||||||||||
Balance at December 31, 2024 | 3,581 | 4,987 | 2,035 | 2,533 | 13,136 | ||||||||||||
Acquisitions(2) | 81 | — | — | 220 | 301 | ||||||||||||
| Foreign currency exchange and other | 20 | 33 | 6 | (8) | 51 | ||||||||||||
Balance at December 31, 2025 | $ | 3,682 | $ | 5,020 | $ | 2,041 | $ | 2,745 | $ | 13,489 | |||||||
(1) Includes the purchase of MIM Software recorded within our Imaging segment, as described above, and Intelligent Ultrasound Group PLC in our AVS segment.
(2) Includes the purchase of icometrix, as described above, and Spectronic Medical AB, both recorded within our Imaging segment. Also included is the purchase of NMP, as described above, recorded within our PDx segment.
The Company performs an impairment test of goodwill annually in the fourth quarter using either the quantitative or qualitative approach. In 2025 the impairment testing was conducted using the qualitative approach. Based on the results of the testing conducted, we concluded that no goodwill impairments existed for the years ended December 31, 2025, 2024 and 2023.
OTHER INTANGIBLE ASSETS.
As of December 31, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||
| Definite-lived assets | |||||||||||||||||||||||
| Customer-related | $ | 279 | $ | (43) | $ | 236 | $ | 112 | $ | (24) | $ | 88 | |||||||||||
| Patents and technology | 2,698 | (2,128) | 570 | 2,593 | (1,987) | 606 | |||||||||||||||||
| Capitalized software | 1,703 | (1,470) | 233 | 1,743 | (1,437) | 306 | |||||||||||||||||
| Trademarks and other | 47 | (31) | 15 | 33 | (29) | 4 | |||||||||||||||||
| Total definite-lived assets | 4,727 | (3,672) | 1,055 | 4,481 | (3,477) | 1,004 | |||||||||||||||||
Indefinite-lived assets(1) | 75 | — | 75 | 74 | — | 74 | |||||||||||||||||
| Total other intangible assets | $ | 4,802 | $ | (3,672) | $ | 1,130 | $ | 4,555 | $ | (3,477) | $ | 1,078 | |||||||||||
(1) Indefinite-lived intangible assets relate to acquired IPR&D prior to project completion and are not amortized.
The Company performs an impairment test of IPR&D in the third quarter. In 2025, 2024, and 2023, the Company performed qualitative testing for all IPR&D assets and quantitative testing when warranted. Based on the results of this testing, there were no material impairments of indefinite-lived intangible assets recognized in the years ended December 31, 2025, 2024, or 2023.
During the year ended December 31, 2025, we recorded additions to acquired intangible assets subject to amortization of $280 million, primarily related to patents and technology and customer-related intangibles, with a weighted-average useful life of ten years.
Amortization expense was $291 million, $312 million, and $362 million for the years ended December 31, 2025, 2024, and 2023, respectively. There were no material impairments of definite-lived intangible assets recognized in the years ended December 31, 2025, 2024, or 2023.
Estimated annual pre-tax amortization expense for intangible assets as of December 31, 2025 over the next five calendar years is as follows.
2026 | 2027 | 2028 | 2029 | 2030 | |||||||||||||
| Estimated annual pre-tax amortization | $ | 259 | $ | 178 | $ | 127 | $ | 108 | $ | 93 | |||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 4, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 6, 2024 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.