United States securities and exchange commission logo

                              August 25, 2022

       Peter J. Arduini
       Chief Executive Officer
       GE Healthcare Holding LLC
       500 W. Monroe Street
       Chicago, IL

                                                        Re: GE Healthcare
Holding LLC
                                                            Draft Registration
Statement on Form 10
                                                            Submitted July 29,
                                                            CIK No. 0001932393

       Dear Mr. Arduini:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form 10 submitted July 29, 2022

       Information Statement Summary
       Industry, Ranking, and Market Data, page ii

   1.                                                   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.
       Introduction, page 1

   2.                                                   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
 Peter J. Arduini
FirstName   LastNamePeter J. Arduini
GE Healthcare   Holding LLC
August   25, NameGE
             2022    Healthcare Holding LLC
Page  2 25, 2022 Page 2
FirstName LastName
         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 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.
Overview of Our Industries and Key Trends, page 4

3.       Please disclose your current market share for each of the industries
highlighted in this
Questions and Answers about the Spin-Off
Q: What will happen if I continue to hold GE share certificates?, page 20

4.       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

5.       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

6.       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.
7.       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.
Our certificate of incorporation will provide that certain courts in the State
of Delaware or the
federal district courts..., page 63

8.       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
 Peter J. Arduini
FirstName   LastNamePeter J. Arduini
GE Healthcare   Holding LLC
August   25, NameGE
             2022    Healthcare Holding LLC
Page  3 25, 2022 Page 3
FirstName LastName
         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 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
page 83

9.       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 11-
         02(a)(7)(ii)(D) of Regulation S-X.
Intellectual Property, page 130

10.      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.
Russia and Ukraine Conflict, page 137

11.      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
12.      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
         chain/suppliers/service providers in affected regions as well as risks
connected with
         ongoing or halted operations or investments in affected regions.
13.      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
 Peter J. Arduini
GE Healthcare Holding LLC
August 25, 2022
Page 4
      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, 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.
Executive Officers, page 160

14.   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
Policy and Procedures Governing Related Party Transactions, page 192

15.   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-
       You may contact Kristin Lochhead at 202-551-3664 or Mary Mast at
202-551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any

FirstName LastNamePeter J. Arduini
                                                               Division of
Corporation Finance
Comapany NameGE Healthcare Holding LLC
                                                               Office of Life
August 25, 2022 Page 4
cc:       John C. Kennedy, Esq.
FirstName LastName