GEHCGE HealthCare

We note your statement that you believe the cited publications and sources to be reliable but that you have not independently verified the accuracy or completeness of any of the data from the publications or sources. Please revise to clarify that you are liable for all such information included in your registration statement.

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Please revise your summary to provide a more balanced discussion of your company and products. Balance the discussion of your market leadership and strengths with an equally prominent discussion of any material weaknesses, including, for example, that you expect to incur indebtedness at the time of the spin-off, as stated on page 24, and that you may have significant liabilities with respect to postretirement

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benefit plans, as stated on page 30. We also note that the Macro Healthcare Trends that you identify in your bullet points starting at the bottom of page 3 do not address all of the trends that you identify starting on page 135. For example, your summary does not address increasing competition and that increased scrutiny on healthcare spending has placed pressure on GE Healthcare to lower pricing.

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Please disclose your current market share for each of the industries highlighted in this section.

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Please revise the last sentence of this Q&A to clarify that shareholders who continue to hold GE Share Certificates will not receive shares of GE Healthcare until their share certificates are exchanged. Risk Factors Our inability to manage our supply chain or obtain supplies of important components or raw materials..., page 29

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To the extent material, please disclose any disruptions you have experienced due to your reliance on sole suppliers. Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer crimes..., page 34

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To the extent material, disclose any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine and whether you have taken actions to mitigate such potential risks.

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Please disclose whether you are subject to material cybersecurity risks in your supply chain based on third-party products, software, or services used in your products, services, or business and how a cybersecurity incident in your supply chain could impact your business. Discuss the measures you have taken to mitigate these risks.

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Our certificate of incorporation will provide that certain courts in the State of Delaware or the federal district courts..., page 63

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We note the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on your behalf, but that if the Court of Chancery within the State of Delaware lacks jurisdiction over such action, the action may be brought in another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then in the United

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States District Court for the District of Delaware. Please disclose whether this provision applies to actions arising under the Exchange Act. If this provision does not apply to actions arising under the Exchange Act, please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act. Finally, please be certain your risk factor disclosure includes the risks that your exclusive forum provision may result in increased costs for investors to bring a claim and that the provision can discourage claims or limit investors' ability to bring a claim in a judicial forum that they find favorable. Unaudited Pro Forma Combined Financial Statements Notes to the Unaudited Pro Forma Combined Financial Statements, Management Adjustments,

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Please revise to provide the basis for and material limitations of each Management’s Adjustment, including any material assumptions or uncertainties of such adjustment, an explanation of the method of the calculation of the adjustment, if material, and the estimated time frame you expect to incur the additional costs. Reference Rule 1102(a)(7)(ii)(D) of Regulation S-X.

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To the extent that you consider any of your patents material to your business, please disclose the specific products, product groups and technologies to which such patents relate, whether they are owned or licensed, the type of patent protection you have, the expiration dates, the applicable jurisdictions where protected and whether there are any contested proceedings or third-party claims.

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To the extent material, please disclose the risk that you may suffer reputational damage arising from your ongoing operations in Russia during the ongoing conflict between Russia and Ukraine, which could negatively impact the overall demand for your products or services, including your ongoing operations or your results of operations.

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Please describe the extent and nature of the role of the board of directors in overseeing risks related to Russia’s invasion of Ukraine. This could include risks related to cybersecurity, sanctions, employees based in affected regions, and supply chain/suppliers/service providers in affected regions as well as risks connected with ongoing or halted operations or investments in affected regions.

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Please disclose whether the imposition of exchange controls may limit the company’s ability to repatriate profits from its operations in Russia. Please clarify the potential impact of these risks. For example, if you are unable to repatriate profits, if any, from your operations in Russia, please make clear that such profits would not be available to the company to fund the growth of operations outside of Russia,

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repay your indebtedness, or to pay dividends or fund share repurchases. If the disclosure requested by this comment would not be material, please tell us why.

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Please file the offer letter entered into with Peter J. Arduini as an exhibit to this registration statement. For guidance, refer to Item 601 of Regulation S-K.

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Please disclose the standards that will be applied in determining whether to approve any of the transactions described in this section. Refer to Item 404(b)(1)(ii) of Regulation S- K.

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We note your revised disclosure to prior comment 2 and reissue in part. Please further balance your summary by providing an equally prominent disclosure that you expect to assume significant liabilities with respect to pension and other postretirement plans.

to the Staff’s comment, the Company has revised the disclosure on pages xi, 13, 14, and 17 of the Registration

Statement. Read in the reply ↗

We note the portion of your response to prior comment 11 that you have discontinued sales and services to all government and military customers in Russia. If true, please disclose this portion of your response in this section.

to the Staff’s comment, the Company has revised the disclosure on page 133 of the Registration Statement. In its revised disclosure, which also supplements the Company’s response to prior comment 11, the Company has clarified that (a) it has discontinued sales and service to all military customers in Russia and (b) based on the ongoing review of its remaining activities in Russia, the Company continues sales and services to private medical institutions and certain government customers in Russia, such as government-owned hospitals, in accordance with the current sanctions and other measures

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imposed by the U.S., European Union, and other countries providing for exemptions for medicines and medical devices.

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As requested by prior comment 12, please describe in your filing the extent and nature of the role of the board of directors in overseeing risks related to Russia’s invasion of Ukraine, also address in your response any risks related to supply/chain/suppliers/service providers in affected regions and revise your disclosure if appropriate.

to the Staff’s comment, the Company has revised the disclosure on page 133 of the Registration Statement. Read in the reply ↗

We note your revisions in response to prior comment 15. However, your revisions do not appear to address the standards that will be applied in deciding whether to approve a related party transaction. For example, you do not state whether any related party transaction would only be approved if it was on the same basis as an arms' length transaction. Please further revise to provide such disclosure.

to the Staff’s comment, the Company has revised the disclosure on page 201 of the Registration Statement. Read in the reply ↗

Please clarify in the notes to the unaudited pro forma condensed combined financial statements how the adjustments for Cash, cash equivalents, and restricted cash and All other assets were derived. In this regard please address the following: • Quantify each adjustment included in adjustment (a) to arrive at $1,275,000, and • Clarify how the $3 million issuance costs discussed in adjustment (a) are reflected in the

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All other assets adjustment of $930,000.

to the Staff’s comment, the Company has revised its disclosure on page 73 to quantify each adjustment included in adjustment (a) to arrive at $1,300 million as of September 30, 2022 (which was $1,275 million as of June 30, 2022).

The Company respectfully provides the below table to clarify how the $3 million issuance costs discussed in adjustment (a) are reflected in the All other assets adjustment of $930 million as of June 30, 2022.

($ in millions)

As of June 30, 2022

Note (a): Credit Facilities Issuance Fees

$

Note (c): Tax Assets Transferring from Corporate

Note (e): Tax Matters

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Agreement - Indemnification Asset

Note (f): Surplus Pension Plans - Asset Balance

842

Note (j): Environmental Remediation Indemnification Asset

Total Transaction ‘All other assets’ adjustments

930

* * *

Additionally, given the change for 3Q’22 balances, the Company respectfully provides the below table to clarify how the $3 million issuance costs discussed in adjustment (a) are reflected in the All other assets adjustment of $852 million as of September 30, 2022.

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