BOSTON SCIENTIFIC CORP
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 2, 2026
BSX$42.75-4.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0000885725-26-000053
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-02.
0000885725-26-000070
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 94 current paragraphs.
59 unchanged; 30 reworded; 5 added; 14 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 19 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
In August 2026, we identified a cybersecurity incident that affected certain of our information technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders (the cybersecurity incident). We worked diligently, with the assistance of third-party cybersecurity experts, to investigate, assess and contain the impact of the incident and to restore operations. The cybersecurity incident caused significant disruption to our business operations and materially impacted our third quarter financial results. For additional information on the risks related to the cybersecurity incident and its impact on our business, financial condition and results of operations, refer to Part II, Item 1A. of this Quarterly Report on Form 10-Q (this Quarterly Report).
Current report
During the third quarter of 2026, the increase in our reported net sales was primarily driven by innovation and strong commercial execution in our Interventional Cardiology and Vascular Therapies (ICVT) business unit, offset by disruptions to manufacturing and order fulfillment resulting from the cybersecurity incident and increased competition within our Electrophysiology business unit as well as a deceleration in the left atrial appendage closure (LAAC) market, impacting WATCHMAN™ procedures. During the first nine months of 2026, the increase in our reported net sales was primarily driven by our ICVT and Electrophysiology business units, offset by increased competition within our Electrophysiology business unit and a deceleration in the LAAC market, impacting WATCHMAN™ procedures. Refer to Results of Operations for a discussion of our net sales by business.
Current report
On July 21, 2026, our Board of Directors approved, and we committed to, a new global restructuring program (the 2026 Restructuring Plan). The 2026 Restructuring Plan is intended to support our efforts to drive sustained cost efficiencies and enable continued growth by ensuring that we are structured and resourced to support our strategic priorities. The 2026 Restructuring Plan is expected to result in total pre-tax charges of approximately $700 million to $800 million, of which approximately $600 million to $700 million is expected to result in future cash outlays, and reduce gross annual pre-tax expenses by approximately $500 million as program benefits are realized. We expect a portion of the savings to be reinvested in strategic growth initiatives. We have recorded related costs of $102 million since the inception of the 2026 Restructuring Plan.
Current report
We previously undertook a global restructuring program that began in February 2023 and was expanded in July 2025 (the 2023 Restructuring Plan). The activities associated with the 2023 Restructuring Plan, including the expansion, were fully completed during the second quarter of 2026. We have recorded related costs of $748 million since the inception of the 2023 Restructuring Plan.
Current report
On October 2, 2026, we entered into an agreement with funds managed by Blackstone Life Sciences Advisors L.L.C. (Blackstone) to co-fund development activities for our VITALYST™ Temporary Percutaneous Transvalvular Circulatory Support System for the treatment of patients with acute myocardial infarction with cardiogenic shock (the Product). Under the agreement, we are eligible to receive up to $455 million from contract inception through regulatory approval of the Product in the United States, unless otherwise terminated, based on qualifying development costs incurred. Subject to obtaining regulatory approval for the Product in the United States, Blackstone will be eligible to receive fixed regulatory and commercial milestone payments of up to 2.5 times Blackstone's actual funded amount, as well as royalties on net sales upon regulatory approval. Refer to Note B – Acquisitions and Strategic Investmentsto our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for further details.
Removed paragraphs (14)
Previous report
In February 2023, we committed to a global restructuring program (the 2023 Restructuring Plan). On July 29, 2025, our Board of Directors approved expanding the 2023 Restructuring Plan by up to $250 million in aggregate additional pre-tax charges. The 2023 Restructuring Plan, including the expansion, is estimated to result in total pre-tax charges of approximately $700 million to $800 million. The activities associated with our 2023 Restructuring Plan, including the expansion, were substantially complete at the end of 2025. The following table provides a summary of cumulative pre-tax charges associated with the 2023 Restructuring Plan, including the expansion, by major type of cost:
Previous report
(2) Plans detailing specific employee impacts are developed for each affected region and business, working with employee representative bodies where required under local laws.
Previous report
(3)Consists of consulting fees and costs associated with contractual cancellations as well as other costs directly related to the restructuring program, including program management, impairment of right of use lease assets, accelerated depreciation and fixed asset write-offs.
Previous report
The following table presents our restructuring and restructuring-related net charges:
Previous report
(1)These charges are recorded in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 420, Exit or Disposal Cost Obligations.
Previous report
(2)These charges are primarily recorded within Cost of products sold, SG&A Expenses and R&D Expenses.
Previous report
The following table presents our restructuring reserve balance:
Previous report
On July 21, 2026, our Board of Directors approved, and we committed to, a new global restructuring program. For additional information on the new restructuring plan, refer to Note M - Restructuring-Related Activities to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this Quarterly Report).
Previous report
Other, net
Previous report
The following are the components of Other, net:
Previous report
(1)Net gains (losses) on investments include investment portfolio net losses (gains) and impairments as well as the impact of recording our share of the earnings or losses of equity method investees.
Previous report
During the second quarter of 2026, the decrease in Other, net, compared to the prior year period, was primarily driven by the gain associated with the remeasurement of our previously held investment in Bolt Medical, Inc. (Bolt Medical) to fair value based on the allocation of the acquisition purchase price when we acquired the remaining shares of Bolt Medical in the second quarter of 2025.
Previous report
We completed our assessment of the One Big Beautiful Bill Act (OBBBA) and related administrative guidance issued to date during the second quarter of 2026. Based on our evaluation, OBBBA did not have a material impact on our tax rate from continuing operations. We will continue to monitor future legislative and regulatory developments. Any future legislative guidance could change our assessment of the impact of OBBBA on our tax rate from continuing operations.
Previous report
We also continue to evaluate developments related to the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD) and to refine its assessment of the application of the framework and the administrative guidance during the quarter. The impact of the Pillar Two global minimum tax on our tax rate from continuing operations was immaterial in the second quarter of 2026.
Reworded paragraphs (30)
Previous wording
During the second quarter and first six months of 2026, the increase in our reported net sales was primarily driven by innovation and strong commercial execution in our Interventional Cardiology and Vascular Therapies and Electrophysiology business units. Refer to Results of Operations for a discussion of our net sales by business. During the second quarter of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales. During the first six months of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales and a discrete tax benefit recorded in the first quarter of 2026. Refer to Tax Rate for additional details pertaining to the discrete tax benefit.
Current wording
During the third quarter of 2026, the decrease in our reported net income attributable to Boston Scientific common stockholders was primarily driven by disruptions to manufacturing and order fulfillment as well as higher supply chain costs due to idle production time related to the cybersecurity incident and higher litigation-related net charges. During the first nine months of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales and a discrete tax benefit recorded in the first quarter of 2026, offset by higher costs related to the cybersecurity incident. Refer to Tax Rate for additional details pertaining to the discrete tax benefit.
Previous wording
To supplement our unaudited consolidated financial statements prepared on a generally accepted accounting principles in the United States (GAAP) basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted. Operational net sales growth excludes the impact of foreign currency fluctuations. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. There were no applicable acquisitions in the first six months of 2026 or 2025. Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance.
Current wording
To supplement our unaudited consolidated financial statements prepared on a generally accepted accounting principles in the United States (GAAP) basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted. Operational net sales growth excludes the impact of foreign currency fluctuations. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. There were no applicable acquisitions in the first nine months of 2026 or 2025. Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance.
Previous wording
(1)There were no applicable acquisitions in the second quarter and first six months of 2026 or 2025.
Current wording
(1) There were no applicable acquisitions in the third quarter and first nine months of 2026 or 2025.
Previous wording
Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our biliary franchise, led by our AXIOS™ Stent and Delivery System, and our core GI franchise.
Current wording
Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. In the third quarter of 2026, reported net sales declines were primarily driven by operational disruptions related to the cybersecurity incident, and volume-based procurement (VBP) in China. In the first nine months of 2026, reported net sales growth was primarily driven by our biliary franchise, led by our AXIOS™ Stent and Delivery System, offset by operational disruptions related to the cybersecurity incident.
Previous wording
Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. In the second quarter and first six months of 2026, reported net sales growth was relatively flat, primarily driven by underperformance in our stone franchise as a result of volume-based-procurement in China, and commercial disruption in our sacral neuromodulation franchise.
Current wording
Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. In the third quarter and first nine months of 2026, reported net sales declines were primarily driven by operational disruptions related to the cybersecurity incident, underperformance in the stone franchise due to VBP in China, as well as commercial disruption in our sacral neuromodulation franchise.
Previous wording
Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our comprehensive pain portfolio, led by our Intracept™ Intraosseous Nerve Ablation System and Nalu Peripheral Nerve Stimulation System, and our deep brain stimulation franchise.
Current wording
Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. In the third quarter and first nine months of 2026, reported net sales growth was primarily driven by our comprehensive pain portfolio, led by our Nalu Peripheral Nerve Stimulation System and Intracept™ Intraosseous Nerve Ablation System, and our deep brain stimulation franchise.
Previous wording
Our Cardiovascular business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart, as well as products to diagnose and treat peripheral arterial and venous diseases and various forms of cancer. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our coronary therapies franchise, led by our AGENT™ Drug-Coated Balloon, and our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System. Net sales for the second quarter and first six months of 2026 were impacted by increased competition within our Electrophysiology business unit and a deceleration of certain WATCHMAN™ procedures.
Current wording
Our Cardiovascular business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart, as well as products to diagnose and treat peripheral arterial and venous diseases and various forms of cancer. In the third quarter of 2026, reported net sales growth was primarily driven by our coronary therapies (CT) franchise, led by our AGENT™ Drug-Coated Balloon, offset by operational disruptions related to the cybersecurity incident. In the first nine months of 2026, reported net sales growth was primarily driven by our CT franchise, led by our AGENT™ Drug-Coated Balloon, and our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System, offset by operational disruptions related to the cybersecurity incident. Net sales for the third quarter and first nine months of 2026 were also impacted by increased competition within our Electrophysiology business unit and a deceleration in the LAAC market, impacting WATCHMAN™ procedures.
Previous wording
Our gross profit was $3.848 billion during the second quarter of 2026, $3.424 billion during the second quarter of 2025, $7.462 billion for the first six months of 2026, and $6.633 billion for the first six months of 2025. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:
Current wording
Our gross profit was $3.428 billion during the third quarter of 2026, $3.542 billion during the third quarter of 2025, $10.890 billion for the first nine months of 2026, and $10.175 billion for the first nine months of 2025. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:
Previous wording
In the second quarter of 2026, the primary factors that impacted gross profit margin were increased sales of higher margin products, the benefit recognized in connection with the recovery of previously incurred tariffs and a decrease in inventory charges, slightly offset by an unfavorable impact from foreign currency. These factors also impacted gross profit margin during the first six months of 2026, along with a decrease in the impact of inventory step-up adjustments associated with acquisitions.
Current wording
In the third quarter of 2026, the primary factors that impacted gross profit margin were higher manufacturing and supply chain costs due to idle production time related to the cybersecurity incident, as well as investments in our global supply chain and quality systems. These factors also impacted gross profit margin during the first nine months of 2026, along with an unfavorable impact from foreign currency, offset by the benefit recognized in connection with the recovery of previously incurred tariffs, a decrease in inventory charges, and a decrease in the impact of inventory step-up adjustments associated with acquisitions.
Previous wording
During the second quarter of 2026, SG&A expenses increased $87 million, or 5 percent, compared to the prior year period and were 80 basis points lower as a percentage of net sales. During the first six months of 2026, SG&A expenses increased $271 million, or 8 percent, compared to the prior year period and were 40 basis points lower as a percentage of net sales. The increase in SG&A expenses in both periods was primarily driven by selling expenses associated with higher net sales.
Current wording
During the third quarter of 2026, SG&A expenses decreased $58 million, or 3 percent, compared to the prior year period and were 160 basis points lower as a percentage of net sales. This decrease was primarily driven by disciplined spend control, offset by incremental expenses incurred as a result of the cybersecurity incident. During the first nine months of 2026, SG&A expenses increased $213 million, or 4 percent, compared to the prior year period and were 80 basis points lower as a percentage of net sales. This increase was primarily driven by selling expenses associated with higher net sales and incremental expenses incurred as a result of the cybersecurity incident, partially offset by disciplined spend control.
Previous wording
We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the second quarter of 2026, R&D expenses increased $28 million, or 5 percent, compared to the prior year period and were 20 basis points lower as a percentage of net sales. During the first six months of 2026, R&D expenses increased $100 million, or 10 percent, compared to the prior year period and were 10 basis points lower as a percentage of net sales. The increase in R&D expenses in both periods was primarily driven by investments across our businesses in order to maintain a pipeline of products that we believe will contribute to future sales growth.
Current wording
We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the third quarter of 2026, R&D expenses increased $6 million, or 1 percent, compared to the prior year period and were relatively flat as a percentage of net sales. During the first nine months of 2026, R&D expenses increased $106 million, or 7 percent, compared to the prior year period and were relatively flat as a percentage of net sales. The increase in R&D expenses in both periods was primarily driven by investments across our businesses in order to maintain a pipeline of products that we believe will contribute to future sales growth.
Previous wording
On July 21, 2026, our Board of Directors approved, and we committed to, a new global restructuring program. For additional information on the new restructuring plan, refer to Note M - Restructuring-Related Activities to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Current wording
For additional information related to our restructuring plans, including associated net charges (credits) recorded for the three and nine months ended September 30, 2026 and the corresponding prior year periods, refer to Note M - Restructuring-Related Activities to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Previous wording
In the second quarter of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to discrete benefits primarily related to return-to-provision adjustments.
Current wording
In the third quarter of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to discrete charges primarily related to return-to-provision adjustments.
Previous wording
In the first six months of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to a discrete tax benefit of $384 million to reflect a change in the anticipated future tax rate at which we expect to recover certain capitalized expenses.
Current wording
In the first nine months of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to a discrete tax benefit of $383 million to reflect a change in the anticipated future tax rate at which we expect to recover certain capitalized expenses.
Previous wording
In the second quarter and first six months of 2025, the principal reasons for the difference between our tax rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.
Current wording
In the third quarter and first nine months of 2025, the principal reasons for the difference between our tax rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.
Previous wording
We continue to monitor legislative adoption by each member country of the OECD’s January 5, 2026 administrative guidance that introduced new safe harbors for U.S.-based multinational companies. While adoption of these safe harbors is important to achieve certainty regarding the exemption of U.S.-based multinational companies and their subsidiaries from certain elements of the OECD global minimum tax framework in 2026, we do not currently expect the legislative adoption of such guidance to have a material impact on our tax rate from continuing operations.
Current wording
We have evaluated the Organization for Economic Cooperation and Development (OECD)'s Pillar Two framework including all issued guidance. Based on that evaluation, the Pillar Two global minimum tax has no impact to our rate from continuing operations in the third quarter of 2026. We continue to monitor legislative adoption by each member country of the OECD’s January 5, 2026 administrative guidance that introduced new safe harbors for U.S.-based multinational companies. While adoption of these safe harbors is important to achieve certainty regarding the exemption of U.S.-based multinational companies and their subsidiaries from certain elements of the OECD global minimum tax framework, the legislative adoption of such guidance will not have a material impact on our tax rate from continuing operations.
Previous wording
Our financial results are affected by the selection and application of accounting policies and methods. During the second quarter and first six months of 2026, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.
Current wording
Our financial results are affected by the selection and application of accounting policies and methods. During the third quarter and first nine months of 2026, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.
Previous wording
As of June 30, 2026, we had $539 million of unrestricted Cash and cash equivalents on hand. The balance is comprised of $130 million invested in money market funds and time deposits and $409 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer.
Current wording
As of September 30, 2026, we had $609 million of unrestricted Cash and cash equivalents on hand. The balance is comprised of $181 million invested in money market funds and time deposits and $428 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer.
Previous wording
On February 26, 2026, we entered into a new $3.000 billion revolving credit agreement (the 2026 Revolving Credit Agreement) with a global syndicate of commercial banks and terminated our previous revolving credit agreement (the 2021 Revolving Credit Agreement). The 2026 Revolving Credit Agreement matures on February 26, 2031, with one-year extension options subject to certain conditions, including certain lender approvals. This credit agreement provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2026 Revolving Credit Agreement. As of June 30, 2026, there was $1.689 billion outstanding under our commercial paper program and no amounts outstanding under the 2026 Revolving Credit Agreement, resulting in an additional $1.311 billion of available liquidity.
Current wording
On February 26, 2026, we entered into a new $3.000 billion revolving credit agreement (the 2026 Revolving Credit Agreement) with a global syndicate of commercial banks and terminated our previous revolving credit agreement (the 2021 Revolving Credit Agreement). The 2026 Revolving Credit Agreement matures on February 26, 2031, with one-year extension options subject to certain conditions, including certain lender approvals. This credit agreement provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2026 Revolving Credit Agreement. As of September 30, 2026, there was $1.029 billion outstanding under our commercial paper program and no amounts outstanding under the 2026 Revolving Credit Agreement, resulting in an additional $1.971 billion of available liquidity.
Previous wording
On February 26, 2026, we entered into a $2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is 364 days from the earlier of (i) the date that any loans under the 364-Day Revolving Credit Agreement are available to be drawn on, or (ii) the closing of our pending acquisition of Penumbra, Inc. (Penumbra). In addition, on February 26, 2026, we entered into a $6.000 billion term loan credit agreement (the Term Loan Credit Agreement) with a global syndicate of commercial banks. The Term Loan Credit Agreement permits us to borrow (i) a 364-day delayed draw term loan in an aggregate principal amount of up to $1.000 billion (the Tranche A Loan), and (ii) a 364-day delayed draw term loan in an aggregate amount of up to $5.000 billion (the Tranche B Loan). Each of the Tranche A Loan and the Tranche B Loan may only be drawn upon the closing of our pending acquisition of Penumbra and will mature 364 days thereafter. As of June 30, 2026, we had no amounts outstanding under the 364-Day Revolving Credit Agreement or Term Loan Credit Agreement.
Current wording
On February 26, 2026, we entered into a $2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is 364 days from the earlier of (i) the date that any loans under the 364-Day Revolving Credit Agreement are available to be drawn on, or (ii) the closing of our pending acquisition of Penumbra, Inc. (Penumbra). In addition, on February 26, 2026, we entered into a $6.000 billion term loan credit agreement (the Term Loan Credit Agreement) with a global syndicate of commercial banks. The Term Loan Credit Agreement permits us to borrow (i) a 364-day delayed draw term loan in an aggregate principal amount of up to $1.000 billion (the Tranche A Loan), and (ii) a 364-day delayed draw term loan in an aggregate amount of up to $5.000 billion (the Tranche B Loan). Each of the Tranche A Loan and the Tranche B Loan may only be drawn upon the closing of our pending acquisition of Penumbra and will mature 364 days thereafter. As of September 30, 2026, we had no amounts outstanding under the 364-Day Revolving Credit Agreement or Term Loan Credit Agreement. For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Previous wording
During the first six months of 2026, cash provided by (used for) operating activities remained relatively flat compared to the prior year period primarily due to comparatively higher sales and corresponding operating income, offset by an increase in employee and working capital-related payments.
Current wording
During the first nine months of 2026, cash provided by (used for) operating activities decreased $301 million compared to the prior year period primarily due to an increase in working capital-related payments, offset by comparatively higher sales and corresponding operating income.
Previous wording
During the first six months of 2026, cash provided by (used for) investing activities included net cash payments of $718 million for acquisitions of multiple businesses, primarily related to Nalu Medical, Inc., net payments for investments and acquisitions of certain technologies of $1.501 billion, primarily related to the investment in MiRus LLC (MiRus), andpurchases of property, plant and equipment and internal use softwareof $372 million. For more information on our acquisitions and the investment in MiRus, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Current wording
During the first nine months of 2026, cash provided by (used for) investing activities included net cash payments of $930 million for acquisitions of multiple businesses, primarily related to Nalu Medical, Inc. and Scivita Medical Technology Co., Ltd., net payments for investments and acquisitions of certain technologies of $1.545 billion, primarily related to the investment in MiRus LLC (MiRus), andpurchases of property, plant and equipment and internal use softwareof $552 million. For more information on our acquisitions and the investment in MiRus, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Previous wording
During the first six months of 2025, cash provided by (used for) investing activities included net cash payments of $1.248 billion for acquisitions of multiple businesses, primarily related to Bolt Medical, Inc., SoniVie Ltd. and Cortex, Inc., andpurchases of property, plant and equipment and internal use softwareof $344 million.
Current wording
During the first nine months of 2025, cash provided by (used for) investing activities included net cash payments of $1.504 billion for acquisitions of multiple businesses, primarily related to Bolt Medical, Inc., SoniVie Ltd. and Cortex, Inc., andpurchases of property, plant and equipment and internal use softwareof $525 million.
Previous wording
During the first six months of 2026, cash provided by (used for) financing activities included net proceeds from the issuance of commercial paper of $1.675 billion, a $2.000 billion payment to repurchase shares of our common stock, and a $255 million payment of the remaining balance of 3.750% Senior Notes due March 2026. For more information on our borrowings, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report. For more information on our share repurchase, refer to Note I – Weighted Average Shares Outstanding to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Current wording
During the first nine months of 2026, cash provided by (used for) financing activities included net proceeds from the issuance of commercial paper of $1.003 billion, a $2.000 billion payment to repurchase shares of our common stock, and a $255 million payment of the remaining balance of 3.750% Senior Notes due March 2026. For more information on our borrowings, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report. For more information on our share repurchase, refer to Note I – Weighted Average Shares Outstanding to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Previous wording
Cash provided by (used for) financing activities in the first six months of 2025 included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds). The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short-term investments, reduction of short-term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our$500 million 1.900% Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes.
Current wording
Cash provided by (used for) financing activities in the first nine months of 2025 included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds). The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short-term investments, reduction of short-term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our$500 million 1.900% Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes. During the first nine months of 2025, cash provided by (used for) financing activities also included proceeds from the issuances of common stock pursuant to employee stock compensation and purchase plansof $262 million, partially offset by repayments of commercial paper of $196 million.
Previous wording
Under each of the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement, we are required to maintain a maximum permitted leverage ratio, as defined in the agreements, of 3.75 times. The credit agreements provide for higher leverage ratios, at our election, for the period following a qualified acquisition, as defined in the agreements, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the applicable credit agreement. The financial covenant is substantially similar to the covenant that was required under the 2021 Revolving Credit Agreement, which we terminated on February 26, 2026. On November 15, 2024, we announced the closing of our acquisition of Axonics, Inc. (Axonics) which we had previously designated as a qualified acquisition under the 2021 Revolving Credit Agreement, increasing the maximum permitted leverage ratio to 4.75 times at that time. We continued such designation under the new credit agreements. Consequently, as of June 30, 2026, the maximum permitted leverage ratio is 4.00 times. We believe that we have the ability to comply with the financial covenant for the next 12 months.
Current wording
Under each of the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement, we are required to maintain a maximum permitted leverage ratio, as defined in the agreements, of 3.75 times. The credit agreements provide for higher leverage ratios, at our election, for the period following a qualified acquisition, as defined in the agreements, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the applicable credit agreement. The financial covenant is substantially similar to the covenant that was required under the 2021 Revolving Credit Agreement, which we terminated on February 26, 2026. We believe that we have the ability to comply with the financial covenant for the next 12 months.
Previous wording
The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. Permitted exclusions from the calculation of consolidated EBITDA include any non-cash charges and any cash litigation payments (net of any cash litigation receipts), as defined in the credit agreements, provided that the sum of any excluded net cash litigation payments since December 31, 2025 does not exceed $1.160 billion. As of June 30, 2026, we had $1.115 billion of the total permitted exclusion remaining.
Current wording
The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. Permitted exclusions from the calculation of consolidated EBITDA include any non-cash charges and any cash litigation payments (net of any cash litigation receipts), as defined in the credit agreements, provided that the sum of any excluded net cash litigation payments since December 31, 2025 does not exceed $1.160 billion. As of September 30, 2026, we had $1.128 billion of the total permitted exclusion remaining.
Previous wording
On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. On May 6, 2026, Penumbra stockholders voted to approve the acquisition. The transaction is expected to be completed in the second half of 2026, subject to the satisfaction of other customary closing conditions, including regulatory clearances. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. The Penumbra business will be integrated into our Cardiovascular division.
Current wording
On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. On May 6, 2026, Penumbra stockholders voted to approve the acquisition. The transaction is expected to be completed in early 2027, subject to the satisfaction of other customary closing conditions, including regulatory clearances. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. The Penumbra business will be integrated into our Cardiovascular division.
Previous wording
Certain of our acquisitions involve the payment of contingent consideration. Refer to Note B – Acquisitions and Strategic Investmentsto our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for further details regarding the estimated potential amount of future contingent consideration we could be required to pay associated with our acquisitions. There have been no other material changes to our contractual obligations and commitments as of June 30, 2026.
Current wording
Additionally, certain of our acquisitions involve the payment of contingent consideration. Refer to Note B – Acquisitions and Strategic Investmentsto our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for further details regarding the estimated potential amount of future contingent consideration we could be required to pay associated with our acquisitions. There have been no other material changes to our contractual obligations and commitments as of September 30, 2026.
Previous wording
On February 18, 2026, our Board of Directors approved a $4.000 billion increase to our existing authorization to repurchase up to $1.000 billion of our common stock, increasing the total repurchase authorization to $5.000 billion. On May 18, 2026, we entered into an accelerated share repurchase agreement (the ASR agreement) with JPMorgan Chase Bank, National Association (JPMorgan). On May 19, 2026, under the terms of the ASR agreement, we made an aggregate upfront payment of $2.000 billion to JPMorgan and received an initial delivery of approximately 30 million shares of our common stock, representing approximately 80 percent of the transaction value based on the closing price of our common stock on May 15, 2026. The final settlement occurred on June 12, 2026, and we received approximately 10 million additional shares of our common stock. As of June 30, 2026, we had $3.000 billion remaining available under the share repurchase authorization. We did not repurchase any shares of our common stock in the first six months of 2025.
Current wording
On February 18, 2026, our Board of Directors approved a $4.000 billion increase to our existing authorization to repurchase up to $1.000 billion of our common stock, increasing the total repurchase authorization to $5.000 billion. On May 18, 2026, we entered into an accelerated share repurchase agreement (the ASR agreement) with JPMorgan Chase Bank, National Association (JPMorgan). On May 19, 2026, under the terms of the ASR agreement, we made an aggregate upfront payment of $2.000 billion to JPMorgan and received an initial delivery of approximately 30 million shares of our common stock, representing approximately 80 percent of the transaction value based on the closing price of our common stock on May 15, 2026. The final settlement occurred on June 12, 2026, and we received approximately 10 million additional shares of our common stock. As of September 30, 2026, we had $3.000 billion remaining available under the share repurchase authorization. We did not repurchase any shares of our common stock in the first nine months of 2025.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
(1) Represents costs to transfer product manufacturing lines between geographically dispersed facilities.
Previous report — wording carried elsewhere
For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.