Item 1. CONSOLIDATED FINANCIAL STATEMENTS

167K characters. Original on sec.gov · Markdown

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2025		2024		2025		2024

Net sales	$	5,065	$	4,209	$	14,788	$	12,186
Cost of products sold (excluding amortization expense)	1,523		1,312		4,613		3,791
Gross profit	3,542		2,897		10,175		8,395

Operating expenses:
Selling, general and administrative expenses	1,741		1,562		5,053		4,372
Research and development expenses	514		407		1,483		1,156
Royalty expense	12		5		40		24
Amortization expense	225		205		669		631

Intangible asset impairment charges	0		—		46		276
Contingent consideration net expense (benefit)	11		(23)		11		(4)
Restructuring net charges (credits)	(8)		8		85		12


	2,494		2,164		7,387		6,467
Operating income (loss)	1,048		733		2,788		1,928

Other income (expense):
Interest expense	(87)		(79)		(259)		(225)
Other, net	(23)		14		156		(7)
Income (loss) before income taxes	939		669		2,685		1,697
Income tax expense (benefit)	183		200		463		413
Net income (loss)	755		468		2,222		1,284

Net income (loss) attributable to noncontrolling interests	(0)		(0)		(4)		(4)
Net income (loss) attributable to Boston Scientific common stockholders	$	755	$	469	$	2,226	$	1,288

Net income (loss) per common share — basic	$	0.51	$	0.32	$	1.50	$	0.88
Net income (loss) per common share — diluted	$	0.51	$	0.32	$	1.49	$	0.87

Weighted-average shares outstanding
Basic	1,481.7		1,472.7		1,479.6		1,470.6
Diluted	1,495.5		1,487.4		1,494.0		1,484.5

Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.

Table of Content s

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Net income (loss)	$	755	$	468	$	2,222	$	1,284
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(28)		(181)		(719)		(79)
Net change in derivative financial instruments	62		(100)		(238)		(95)

Net change in defined benefit pensions and other items	(0)		(0)		(1)		0
Other comprehensive income (loss)	34		(282)		(957)		(173)
Comprehensive income (loss)	$	789	$	187	$	1,265	$	1,110
Net income (loss) attributable to noncontrolling interests	(0)		(0)		(4)		(4)
Other comprehensive income (loss) attributable to noncontrolling interests	1		10		7		4
Comprehensive income (loss) attributable to noncontrolling interests	1		10		3		0
Comprehensive income attributable to Boston Scientific common stockholders	$	788	$	177	$	1,262	$	1,110

Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.

Table of Content s

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	As of
(in millions, except share and per share data)	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,275	$	414
Trade accounts receivable, net	2,828		2,558
Inventories	2,921		2,810
Prepaid income taxes	310		307

Other current assets	701		831
Total current assets	8,035		6,920
Property, plant and equipment, net	3,795		3,294
Goodwill	18,214		17,089
Other intangible assets, net	7,162		6,684
Deferred tax assets	3,669		3,655
Other long-term assets	1,832		1,754
TOTAL ASSETS	$	42,707	$	39,395

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current debt obligations	$	483	$	1,778
Accounts payable	1,002		960
Accrued expenses	2,981		2,773
Other current liabilities	862		887
Total current liabilities	5,328		6,399
Long-term debt	11,117		8,968
Deferred tax liabilities	242		155
Other long-term liabilities	2,390		1,870

Commitments and contingencies

Stockholders’ equity
Preferred stock, $0.01 par value - authorized 50,000,000 shares - 0 shares issued as of September 30, 2025 and December 31, 2024	—		—
Common stock, $0.01 par value - authorized 2,000,000,000 shares - 1,745,573,129 shares issued as of September 30, 2025 and 1,737,846,196 shares issued as of December 31, 2024	17		17
Treasury stock, at cost - 263,289,848 shares as of September 30, 2025 and December 31, 2024	(2,251)		(2,251)
Additional paid-in capital	21,419		21,056
Retained earnings	4,899		2,673
Accumulated other comprehensive income (loss), net of tax	(689)		275
Total stockholders’ equity	23,394		21,770
Noncontrolling interests	236		233
Total equity	23,630		22,003
TOTAL LIABILITIES AND EQUITY	$	42,707	$	39,395

Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.

Table of Content s

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except share data)	2025		2024		2025		2024





Common stock shares issued
Beginning	1,743,632,871		1,734,329,744		1,737,846,196		1,729,000,224

Impact of stock-based compensation plans	1,940,258		2,401,651		7,726,933		7,731,171

Ending	1,745,573,129		1,736,731,395		1,745,573,129		1,736,731,395






Common stock
Beginning	$	17	$	17	$	17	$	17

Impact of stock-based compensation plans	0		0		0		0

Ending	$	17	$	17	$	17	$	17
Treasury stock
Beginning	$	(2,251)	$	(2,251)	$	(2,251)	$	(2,251)
Repurchase of common stock	—		—		—		—
Ending	$	(2,251)	$	(2,251)	$	(2,251)	$	(2,251)
Additional paid-in capital
Beginning	$	21,230	$	20,803	$	21,056	$	20,647



Impact of stock-based compensation plans	189		160		362		316
Ending	$	21,419	$	20,963	$	21,419	$	20,963
Retained earnings
Beginning	$	4,144	$	1,639	$	2,673	$	819
Net income (loss)	755		468		2,222		1,284
Net (income) loss attributable to noncontrolling interests	0		0		4		4

Ending	$	4,899	$	2,107	$	4,899	$	2,107
Accumulated other comprehensive income (loss), net of tax
Beginning	$	(722)	$	164	$	275	$	49
Changes in other comprehensive income (loss)	32		(292)		(964)		(178)
Ending	$	(689)	$	(128)	$	(689)	$	(128)
Total stockholders' equity	$	23,394	$	20,708	$	23,394	$	20,708

Noncontrolling interests
Beginning	$	235	$	238	$	233	$	248
Net income (loss) attributable to noncontrolling interests	(0)		(0)		(4)		(4)
Changes in other comprehensive income (loss)	1		10		7		4

Ending	$	236	$	248	$	236	$	248

Total equity	$	23,630	$	20,956	$	23,630	$	20,956

Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.

Table of Content s

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
(in millions)	2025		2024
Net income (loss)	$	2,222	$	1,284
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities

Depreciation and amortization	1,003		921
Deferred and prepaid income taxes	20		10
Stock-based compensation expense	228		197
Goodwill and other intangible asset impairment charges	46		276
Net loss (gain) on investments and notes receivable	(181)		60
Contingent consideration net expense (benefit)	11		(4)
Inventory step-up amortization	127		—

Fixed asset impairment	73		30
Other, net	22		(8)
Increase (decrease) in operating assets and liabilities, excluding purchase accounting:
Trade accounts receivable	(171)		(261)
Inventories	(138)		(274)
Other assets	(103)		(109)
Accounts payable, accrued expenses and other liabilities	11		(142)
Cash provided by (used for) operating activities	3,170		1,979

Investing activities:
Purchases of property, plant and equipment and internal use software	(525)		(513)

Payments for acquisitions of businesses, net of cash acquired	(1,504)		(1,222)
Payments for investments and acquisitions of certain technologies	(180)		(264)


Proceeds for settlements of hedge contracts	69		—
Other, net	11		17
Cash provided by (used for) investing activities	(2,128)		(1,983)

Financing activities:
Payment of contingent consideration previously established in purchase accounting	(62)		(131)

Payments for finance leases	(49)		(25)
Payments on short-term borrowings	(1,595)		(504)

Net increase (decrease) in commercial paper	(196)		—



Proceeds from long-term borrowings, net of debt issuance costs	1,558		2,145



Cash used to net share settle employee equity awards	(128)		(83)
Proceeds from issuances of common stock pursuant to employee stock compensation and purchase plans	262		202
Other, net	(2)		(4)
Cash provided by (used for) financing activities	(211)		1,600

Effect of foreign exchange rates on cash	39		(2)
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	870		1,594

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	606		1,055
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	1,476	$	2,649

Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.

Table of Content s

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(SUPPLEMENTAL INFORMATION)


	Nine Months Ended September 30,
(in millions)	2025		2024
Supplemental Information
Stock-based compensation expense	$	228	$	197
Fair value of contingent consideration recorded in purchase accounting	258		29
Right-of-use assets obtained in exchange for finance lease obligations	195		—


	As of September 30,
(in millions)	2025		2024
Reconciliation to amounts within the unaudited consolidated balance sheets:
Cash and cash equivalents	$	1,275	$	2,502
Restricted cash and restricted cash equivalents included in Other current assets	98		70
Restricted cash equivalents included in Other long-term assets	103		78
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	1,476	$	2,649

Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.

Table of Content s

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Boston Scientific Corporation have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and they do not include all of the information and footnotes required by GAAP for complete financial statements. When used in this report, the terms, "we," "us," "our," and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Accordingly, our unaudited consolidated financial statements and footnotes thereto should be read in conjunction with our audited consolidated financial statements and footnotes thereto included in Item 8 of our most recent Annual Report on Form 10-K.

The accompanying unaudited consolidated financial statements include the accounts of the Company's wholly owned- subsidiaries and entities for which we have a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. We consolidate our majority stake investment in Acotec Scientific Holdings Limited on a one quarter lag.

Amounts reported in millions within this Quarterly Report on Form 10-Q are computed based on the amounts in thousands. As a result, the sum of the components may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded amounts.

Subsequent Events

We evaluate events occurring after the date of our accompanying unaudited consolidated balance sheets for potential recognition or disclosure in our unaudited consolidated financial statements. Those items requiring recognition in the financial statements have been recorded and disclosed accordingly.

Those items requiring disclosure (non-recognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions and Strategic Investments for further details.

NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS

Our accompanying unaudited consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We have not presented supplemental pro forma financial information for completed acquisitions or divestitures given their results are not material to our accompanying unaudited consolidated financial statements. Further, transaction costs were immaterial to our accompanying unaudited consolidated financial statements and were expensed as incurred.

On October 17, 2025, we announced our entry into a definitive agreement to acquire 100 percent of Nalu Medical, Inc. (Nalu Medical), a privately held medical technology company focused on developing and commercializing innovative and minimally invasive solutions for patients with chronic pain. We have been an investor in Nalu Medical since 2017 and currently hold an equity stake of approximately nine percent. The transaction price to acquire the remaining stake is expected to result in an upfront cash payment of approximately $533 million upon closing. The transaction is expected to close during the first half of 2026, subject to customary closing conditions. The Nalu Medical business will be integrated into our Neuromodulation division.

2025 Acquisitions

On July 11, 2025, we completed our acquisition of 100 percent of Anrei Medical (HZ) Co., Ltd. (Anrei Medical), a privately held company that specializes in the design and production of medical devices for minimally invasive procedures primarily serving the field of gastroenterology. The transaction price consisted of an upfront cash payment, net of cash acquired, of approximately $182 million. The Anrei Medical portfolio complements our existing Endoscopy portfolio which will provide physicians with more treatment options to meet specific patient needs.

Table of Content s

On May 7, 2025, we completed our acquisition of the remaining shares of SoniVie Ltd. (SoniVie), a privately held medical device company that has developed the TIVUS™ Intravascular Ultrasound System. An investigational technology, the TIVUS system is designed to denervate nerves surrounding blood vessels to treat a variety of hypertensive disorders, including renal artery denervation for hypertension. We had been an investor in SoniVie since 2022 and held an equity stake of approximately 10 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $362 million, net of cash acquired after adjustments for our prior equity stake and other closing adjustments, and an additional future payment of up to $200 million, or $180 million for the portion not previously owned, upon achievement of a regulatory milestone. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $45 million gain recognized within Other, net during the second quarter of 2025. The SoniVie business will be integrated into our Cardiology division.

On May 6, 2025, we completed our acquisition of 100 percent of Intera Oncology®, Inc. (Intera), a privately held medical device company that provides the Intera 3000 Hepatic Artery Infusion Pump and floxuridine – a chemotherapy drug – both of which are approved by the U.S. Food and Drug Administration. The Intera 3000 pump is used to administer hepatic artery infusion therapy to treat tumors in the liver primarily caused by metastatic colorectal cancer. The transaction price consisted of an upfront cash payment, net of cash acquired, of approximately $172 million. The Intera business will be integrated into our Peripheral Interventions division.

On April 1, 2025, we completed our acquisition of the remaining shares of Bolt Medical, Inc. (Bolt Medical), the developer of an intravascular lithotripsy advanced laser-based platform for the treatment of coronary and peripheral artery disease. We had been an investor in Bolt Medical since 2019 and held an equity stake of approximately 26 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $475 million, net of cash acquired after adjustments for our prior equity stake, debt and other closing adjustments, including Bolt Medical's achievement of a regulatory milestone. In addition, the transaction price consists of a future payment of up to $200 million, or approximately $148 million for the portion not previously owned, upon achievement of a second regulatory milestone. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $185 million gain recognized within Other, net during the second quarter of 2025. The Bolt Medical business will be integrated into our Cardiology and Peripheral Interventions divisions.

On January 24, 2025, we completed our acquisition of 100 percent of Cortex, Inc. (Cortex), a privately held medical technology company focused on the development of a diagnostic mapping solution which may identify triggers and drivers outside of the pulmonary veins that are foundational to atrial fibrillation (AF). The transaction price consisted of an upfront cash payment of $239 million, net of cash acquired, and up to an additional $50 million in future payments upon achievement of clinical and other milestones. The Cortex business will be integrated into our Cardiology division.

In addition, in the third quarter of 2025, we completed the acquisition of another business for which the transaction price consisted of an upfront cash payment of $73 million, net of cash acquired.

Purchase Price Allocation

We accounted for these transactions as business combinations in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations (FASB ASC Topic 805). The preliminary purchase prices were comprised of the amounts presented below:


(in millions)	Bolt Medical		SoniVie		Other
Payment for acquisition, net of cash acquired	$	475	$	362	$	593
Fair value of contingent consideration	100		98		38
Fair value of prior interest	207		55		—
	$	782	$	516	$	631

We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transaction. The preliminary purchase price allocations were comprised of the components presented below, which represent the preliminary determination of the fair value of assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period in accordance with FASB ASC Topic 805.

Table of Content s


(in millions)	Bolt Medical		SoniVie		Other
Goodwill	$	304	$	248	$	408
Amortizable intangible assets	142		—		216
Indefinite-lived intangible assets	376		344		—
Other assets acquired	28		12		91
Net deferred tax assets	—		—		11
Liabilities assumed	(22)		(23)		(55)
Net deferred tax liabilities	(46)		(65)		(41)
	$	782	$	516	$	631

Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes.

We allocated a portion of the purchase price to the specific intangible asset categories as follows:


	Amount Assigned (in millions)		Weighted Average Amortization Period (in years)	Risk-Adjusted Discount Rates used in Purchase Price Allocation
Bolt Medical:
Amortizable intangible assets:
Technology-related	$	142	12	15%
Indefinite-lived intangible assets:
In-process research and development (IPR&D)	$	376	N/A	15%
	$	518

SoniVie:


Indefinite-lived intangible assets:
IPR&D	$	344	N/A	20%
	$	344

Other:
Amortizable intangible assets:
Technology-related	$	202	12	18%
Customer relationships and other intangibles	15		12	18%

	$	216

Our technology-related intangible assets consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related intangible assets and are amortizing them on a straight-line basis over their assigned estimated useful lives.

2024 Acquisitions

On September 17, 2024, we completed our acquisition of 100 percent of the outstanding equity of Silk Road Medical, Inc. (Silk Road Medical), a publicly traded medical device company that has developed an innovative platform of products to prevent stroke in patients with carotid artery disease through a minimally invasive procedure called transcarotid artery revascularization (TCAR). The transaction consisted of an upfront cash payment of $27.50 per share, or approximately $1.126 billion, net of cash acquired. The Silk Road Medical business is being integrated into our Peripheral Interventions division.

Table of Content s

Purchase Price Allocation

We accounted for this transaction as a business combination in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations (FASB ASC Topic 805). The final purchase price was comprised of the amount presented below:


(in millions)	Silk Road Medical
Payment for acquisition, net of cash acquired	$	1,126

	$	1,126

We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transaction. The final purchase price allocation was comprised of the components presented below, with the excess of the purchase price over the fair value of net assets acquired recorded to goodwill:


(in millions)	Silk Road Medical
Goodwill	$	569
Amortizable intangible assets	507

Other assets acquired	117
Liabilities assumed	(45)
Net deferred tax liabilities	(23)
	$	1,126

We allocated a portion of the purchase price to the specific intangible asset categories as follows:


	Amount Assigned (in millions)		Weighted Average Amortization Period (in years)	Risk-Adjusted Discount Rates used in Purchase Price Allocation

Amortizable intangible assets:
Technology-related	$	447	12	13%
Customer relationships	61		12	13%

	$	507

Contingent Consideration

Changes in the fair value of our contingent consideration liability during the first nine months of 2025 associated with current and prior period acquisitions were as follows:


(in millions)
Balance as of December 31, 2024	$	171
Amount recorded related to current year acquisitions	258
Contingent consideration net expense (benefit)	11
Contingent consideration payments	(62)
Balance as of September 30, 2025	$	378

The maximum amount we could be required to pay for certain contingent consideration is not determinable as it is uncapped and based on a percent of certain sales. As of September 30, 2025, the fair value of such uncapped contingent consideration is estimated at $115 million. As of September 30, 2025, the maximum amount that we could be required to pay under our other capped contingent consideration arrangements (undiscounted) is approximately $671 million. Refer to Note B – Acquisitions

Table of Content s

and Strategic Investments to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information.

The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs:


Contingent Consideration Liability	Fair Value as of September 30, 2025	Valuation Technique	Unobservable Input	Range			Weighted Average(1)
Revenue-based Payments and Commercialization Milestones	$136 million	Discounted Cash Flow	Discount Rate	6%	-	15%	8%
Probability of Payment	15%	-	100%	97%
Projected Year of Payment	2026	-	2032	2028
Clinical-based, Regulatory and Other Milestones	$241 million	Discounted Cash Flow	Discount Rate	4%	-	5%	5%
Probability of Payment	74%	-	86%	80%
Projected Year of Payment	2026	-	2029	2028

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average.

Projected contingent payment amounts related to our clinical, regulatory and revenue-based payments and commercialization milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of September 30, 2025.

Strategic Investments

The aggregate carrying amount of our strategic investments was comprised of the following:


	As of
(in millions)	September 30, 2025		December 31, 2024
Equity method investments	$	334	$	278
Measurement alternative investments(1, 2)	310		277
	$	643	$	555

(1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations.

(2) Includes publicly-held equity securities measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations.

These investments are classified as Other long-term assets within our accompanying unaudited consolidated balance sheets, in accordance with GAAP and our accounting policies.

As of September 30, 2025, the cost of our aggregated equity method investments exceeded our share of the underlying equity in net assets by $375 million, which represents amortizable intangible assets, in-process research and development (IPR&D), goodwill and deferred tax liabilities.

Table of Content s

NOTE C – GOODWILL AND OTHER INTANGIBLE ASSETS

The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated goodwill impairment charges are as follows:


	As of September 30, 2025				As of December 31, 2024
(in millions)	Gross Carrying Amount		Accumulated Amortization/ Write-offs		Gross Carrying Amount		Accumulated Amortization/ Write-offs
Technology-related	$	14,634	$	(9,145)	$	14,327	$	(8,605)
Patents	492		(384)		481		(381)
Other intangible assets	2,451		(1,700)		2,380		(1,612)
Amortizable intangible assets	$	17,577	$	(11,228)	$	17,188	$	(10,598)

Goodwill	$	28,114	$	(9,900)	$	26,989	$	(9,900)

IPR&D	$	813			$	94

Indefinite-lived intangible assets	$	813			$	94

The increase in our balance of goodwill and intangible assets is related primarily to our recent acquisitions. Refer to Note B – Acquisitions and Strategic Investments for further detail.

The following represents a roll forward of our goodwill balance by reportable segment:


(in millions)	MedSurg		Cardiovascular		Total
Balance as of December 31, 2024	$	7,483	$	9,606	$	17,089


Goodwill acquired	159		850		1,008
Impact of foreign currency fluctuations and purchase price adjustments	44		72		117
Balance as of September 30, 2025	$	7,686	$	10,528	$	18,214

Goodwill and Other Intangible Asset Impairments

We did not record any goodwill impairment charges in the first nine months of 2025 or 2024. We test our goodwill balances in the second quarter of each year as of April 1 for impairment, or more frequently if impairment indicators are present or changes in circumstances suggest an impairment may exist.

We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. We identified the following reporting units for purposes of our annual goodwill impairment test: Interventional Cardiology, Rhythm Management, Peripheral Interventions, Endoscopy, Urology and Neuromodulation. Based on the criteria prescribed in FASB ASC Topic 350, Intangibles - Goodwill and Other (FASB ASC Topic 350), we aggregated the Interventional Cardiology Therapies and Watchman components of our Cardiology operating segment into a single Interventional Cardiology reporting unit and aggregated the Cardiac Rhythm Management and Electrophysiology components of our Cardiology operating segment into a single Rhythm Management reporting unit.

In the second quarter of 2025, we performed our annual goodwill impairment test utilizing the qualitative approach described in FASB ASC Topic 350 for all reporting units. After assessing the totality of events, it was determined that it was not more likely than not that the fair value of the reporting units was less than their carrying value, and it was not deemed necessary to proceed to the quantitative test. There were no impairment indicators in the third quarter of 2025 that necessitated an interim impairment test.

Table of Content s

In 2025, we recorded Intangible asset impairment charges of less than $1 million in the third quarter and recorded $46 million in the first nine months. In 2024, we did not record any Intangible asset impairment charges in the third quarter and recorded $276 million the first nine months. The impairment charges recorded in 2024 were associated with amortizable intangible assets established in connection with our acquisitions of Cryterion Medical, Inc. (Cryterion) and Devoro Medical, Inc. (Devoro), which were integrated into our Electrophysiology and Peripheral Interventions business units, respectively. Intangible assets acquired from Cryterion were impaired due to strong commercial adoption of our Farapulse™ Pulsed Field Ablation System and the resulting lower revenue projections and cannibalization of our cryoablation business in major markets like the U.S. Intangible assets acquired from Devoro were impaired following management's decision to cancel the related program in the second quarter of 2024. We calculated the fair value of our Cryterion and Devoro intangible assets as the present value of estimated future cash flows we expect to generate from the assets based on estimates and assumptions about future revenue contributions, cost structures and the remaining useful lives of the assets.

We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. If we determine it is more likely than not that the asset is impaired based on our qualitative assessment of impairment indicators, we test the intangible asset for recoverability. If the carrying value of the intangible asset or asset group exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset or asset group, we will write the carrying value down to fair value in the period impairment is identified. We test our indefinite-lived intangible assets at least annually during the third quarter for impairment and reassess their classification as indefinite-lived assets. In addition, we review our indefinite-lived intangible assets for classification and impairment more frequently if impairment indicators exist. During the third quarter of 2025, we performed our annual IPR&D impairment test and concluded the assets were not impaired. We also verified that the classification of IPR&D projects within our unaudited consolidated balance sheets continues to be appropriate.

Refer to Note A – Significant Accounting Policies to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for further discussion of our annual goodwill and intangible asset impairment testing.

NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS

Derivative Instruments and Hedging Activities

We address market risk from changes in foreign currency exchange rates and interest rates through risk management programs which include the use of derivative and nonderivative financial instruments. We operate these programs pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes. Our derivative instruments do not subject our earnings to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item.

We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.

Currency Hedging Instruments

Risk Management Strategy

Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities; forecasted intercompany and third-party transactions; and net investments in certain subsidiaries. We manage currency exchange rate risk at a consolidated level to reduce the cost of hedging by taking advantage of offsetting transactions. We employ derivative and nonderivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates.

Table of Content s

The success of our currency risk management program depends, in part, on forecasted transactions denominated primarily in euro, Chinese renminbi, Japanese yen, British pound sterling, Korean won, Australian dollar and Swiss franc. We may experience unanticipated currency exchange gains or losses to the extent the actual activity is different than forecasted. In addition, changes in currency exchange rates related to any unhedged transactions may impact our earnings and cash flows.

Hedge Designations and Relationships

Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815*, Derivatives and Hedging* (FASB ASC Topic 815), and are intended to protect the U.S. dollar value of forecasted transactions. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in the Net change in derivative financial instruments component of Other comprehensive income (loss), net of tax (OCI) within our unaudited consolidated statements of comprehensive income (loss) until the underlying third-party transaction occurs. When the underlying third-party transaction occurs, we recognize the gain or loss in earnings within Cost of products sold within our unaudited consolidated statements of operations. In the event the hedging relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the gains or losses within Accumulated other comprehensive income (loss), net of tax (AOCI) to earnings at that time. The cash flows related to the derivative instruments designated as cash flow hedges are reported as operating activities within our unaudited consolidated statements of cash flows.

We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in euro, Chinese renminbi and Japanese yen. For these derivative instruments, we elected to use the spot method to assess hedge effectiveness. We also elected to exclude the spot-forward difference, referred to as the excluded component, from the assessment of hedge effectiveness and are amortizing this amount separately, as calculated at the date of designation, on a straight-line basis over the term of the currency forward contracts. As such, we defer recognition of foreign currency gains and losses within the Foreign currency translation adjustment (CTA) component of OCI, and we reclassify amortization of the excluded component from AOCI to current period earnings within Interest expense within our unaudited consolidated statements of operations.

We designate certain euro-denominated debt as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in euro. As of September 30, 2025 and December 31, 2024, we designated as a net investment hedge our €900 million in aggregate principal amount of 0.625% senior notes issued in November 2019 and due in 2027 (December 2027 Notes). For these nonderivative instruments, we defer recognition of the foreign currency remeasurement gains and losses within the CTA component of OCI. We reclassify these gains and losses to current period earnings within Other, net within our accompanying unaudited consolidated statements of operations only when the hedged item affects earnings, which would occur upon disposal or substantial liquidation of the underlying foreign subsidiary.

We also use forward currency contracts that are not part of designated hedging relationships as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. These non-designated currency forward contracts have an original time to maturity consistent with the hedged currency transaction exposures, generally less than one year, and are marked-to-market with changes in fair value recorded to earnings within Other, net within our accompanying unaudited consolidated statements of operations.

Interest Rate Hedging Instruments

Risk Management Strategy

Our interest rate risk relates primarily to U.S. dollar and euro-denominated borrowings partially offset by U.S. dollar cash investments. We use interest rate derivative instruments to mitigate the risk to our earnings and cash flows associated with exposure to changes in interest rates. Under these agreements, we and the counterparty, at specified intervals, exchange the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. We designate these derivative instruments either as fair value or cash flow hedges in accordance with FASB ASC Topic 815.

Hedge Designations and Relationships

We had no interest rate derivative instruments designated as cash flow hedges outstanding as of September 30, 2025 or December 31, 2024. In the event that we designate outstanding interest rate derivative instruments as cash flow hedges, we record the changes in the fair value of the derivatives within OCI until the underlying hedged transaction occurs.

Table of Content s

We had no interest rate derivative instruments designated as fair value hedges outstanding as of September 30, 2025 or December 31, 2024. In the event that we designate outstanding interest rate derivative instruments as fair value hedges, we record the changes in the fair values of interest-rate derivatives designated as fair value hedges and of the underlying hedged debt instruments in Interest expense, which generally offset.

The following table presents the contractual amounts of our hedging instruments outstanding:


(in millions)		FASB ASC Topic 815 Designation		As of
	September 30, 2025		December 31, 2024
Forward currency contracts		Cash flow hedge		$	6,684	$	2,464
Forward currency contracts		Net investment hedge		1,341		741
Foreign currency-denominated debt(1)		Net investment hedge		997		997
Forward currency contracts		Non-designated		4,063		4,440

Total Notional Outstanding				$	13,084	$	8,642

(1) Foreign currency-denominated debt is the €900 million debt principal associated with our December 2027 Notes designated as a net investment hedge.

The remaining time to maturity as of September 30, 2025 is within 60 months for all forward currency contracts designated as cash flow hedges and generally less than one year for all non-designated forward currency contracts. The forward currency contracts designated as net investment hedges generally mature between one and two years. The euro-denominated debt principal designated as a net investment hedge has a contractual maturity of December 1, 2027.

The following presents the effect of our derivative and nonderivative instruments designated as cash flow and net investment hedges under FASB ASC Topic 815 within our accompanying unaudited consolidated statements of operations. Refer to Note L – Changes in Other Comprehensive Income for the total amounts relating to derivative and nonderivative instruments presented within our accompanying unaudited consolidated statements of comprehensive income (loss).


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Three Months Ended September 30, 2025
Forward currency contracts
Cash flow hedges	$	89	$	(20)	$	69	Cost of products sold	$	1,523	$	(9)	$	2	$	(7)
Net investment hedges(2)	27		(6)		21		Interest expense	87		(9)		2		(7)
Foreign currency-denominated debt
Net investment hedges(3)	(1)		0		(1)		Other, net	23		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest expense	87		0		(0)		0

Table of Content s


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Three Months Ended September 30, 2024
Forward currency contracts
Cash flow hedges	$	(86)	$	19	$	(66)	Cost of products sold	$	1,312	$	(44)	$	10	$	(34)
Net investment hedges(2)	(35)		8		(27)		Interest expense	79		(4)		1		(3)
Foreign currency-denominated debt
Net investment hedges(3)	(44)		10		(34)		Other, net	(14)		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest Expense	79		0		(0)		0


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Nine Months Ended September 30, 2025
Forward currency contracts
Cash flow hedges	$	(236)	$	53	$	(183)	Cost of products sold	$	4,613	$	(71)	$	16	$	(55)
Net investment hedges(2)	(51)		11		(39)		Interest expense	259		(22)		5		(17)
Foreign currency-denominated debt
Net investment hedges(3)	(120)		27		(93)		Other, net	(156)		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest expense	259		1		(0)		1


	Effect of Hedging Relationships on Accumulated Other Comprehensive Income
	Amount Recognized in OCI on Hedges						Unaudited Consolidated Statements of Operations(1)			Amount Reclassified from AOCI into Earnings
(in millions)	Pre-Tax Gain (Loss)		Tax Benefit (Expense)		Gain (Loss) Net of Tax		Location of Amount Reclassified and Total Amount of Line Item			Pre-Tax (Gain) Loss		Tax (Benefit) Expense		(Gain) Loss Net of Tax
Nine Months Ended September 30, 2024
Forward currency contracts
Cash flow hedges	$	22	$	(5)	$	17	Cost of products sold	$	3,791	$	(146)	$	33	$	(113)
Net investment hedges(2)	12		(3)		9		Interest expense	225		(12)		3		(10)
Foreign currency-denominated debt
Net investment hedges(3)	(12)		3		(10)		Other, net	7		—		—		—
Interest rate derivative contracts
Cash flow hedges	—		—		—		Interest expense	225		1		(0)		1

(1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings.

(2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior periods, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings.

(3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI. No amounts were reclassified from AOCI to current period earnings.

Table of Content s

As of September 30, 2025, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions):


	FASB ASC Topic 815 Designation	Location on Unaudited Consolidated Statements of Operations	Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings
Designated Hedging Instrument
Forward currency contracts	Cash flow hedge	Cost of products sold	$	(20)
Forward currency contracts	Net investment hedge	Interest expense	12
Interest rate derivative contracts	Cash flow hedge	Interest expense	(1)

Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below:


	Location on Unaudited Consolidated Statements of Operations		Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2025			2024			2025			2024
Net gain (loss) on currency hedge contracts	Other, net		$	(10)		$	(48)		$	(184)		$	(4)
Net gain (loss) on currency transaction exposures	Other, net		(2)			44			172			(7)
Net currency exchange gain (loss)			$	(12)		$	(4)		$	(12)		$	(11)

Fair Value Measurements

FASB ASC Topic 815 requires all derivative and nonderivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative and nonderivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures (FASB ASC Topic 820), and considering the estimated amount we would receive or pay to transfer these instruments at the reporting date with respect to current currency exchange rates, interest rates, the creditworthiness of the counterparty for unrealized gain positions and our own creditworthiness for unrealized loss positions. In certain instances, we may utilize financial models to measure fair value of our derivative and nonderivative instruments. In doing so, we use inputs that include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The following are the balances of our derivative and nonderivative assets and liabilities:

Table of Content s


	Location on Unaudited Consolidated Balance Sheets(1)		As of
(in millions)		September 30, 2025			December 31, 2024
Derivative and Nonderivative Assets:
Designated Hedging Instruments
Forward currency contracts	Other current assets		$	71		$	149
Forward currency contracts	Other long-term assets		28			79
			99			228
Non-Designated Hedging Instruments
Forward currency contracts	Other current assets		26			156

Total Derivative and Nonderivative Assets			$	125		$	384

Derivative and Nonderivative Liabilities:
Designated Hedging Instruments
Forward currency contracts	Other current liabilities		$	110		$	1
Forward currency contracts	Other long-term liabilities		112			0
Foreign currency-denominated debt(2)	Long-term debt		1,052			930

			1,274			931
Non-Designated Hedging Instruments
Forward currency contracts	Other current liabilities		53			59
Total Derivative and Nonderivative Liabilities			$	1,327		$	990

(1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less.

(2) Foreign currency-denominated debt is the €900 million debt principal associated with our December 2027 Notes designated as a net investment hedge. A portion of this notional is subject to de-designation and re-designation based on changes in the underlying hedged item.

Recurring Fair Value Measurements

On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. FASB ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The category of a financial asset or a financial liability within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

Table of Content s

Assets and liabilities measured at fair value on a recurring basis consist of the following:


	As of
	September 30, 2025								December 31, 2024
(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Money market funds and time deposits	$	459	$	—	$	—	$	459	$	120	$	—	$	—	$	120
Publicly-held equity securities	17		—		—		17		19		—		—		19
Hedging instruments	—		125		—		125		—		384		—		384
Licensing arrangements	—		—		3		3		—		—		24		24
	$	476	$	125	$	3	$	604	$	139	$	384	$	24	$	547
Liabilities
Hedging instruments	$	—	$	1,327	$	—	$	1,327	$	—	$	990	$	—	$	990
Contingent consideration liability	—		—		378		378		—		—		171		171
Licensing arrangements	—		—		7		7		—		—		33		33
	$	—	$	1,327	$	385	$	1,712	$	—	$	990	$	203	$	1,194

Our investments in money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as Cash and cash equivalents or Other current assets within our accompanying unaudited consolidated balance sheets, in accordance with GAAP and our accounting policies. In addition to $459 million invested in money market funds and time deposits as of September 30, 2025 and $120 million as of December 31, 2024, we held $893 million in interest-bearing and non-interest-bearing bank accounts as of September 30, 2025 and $364 million as of December 31, 2024.

Our recurring fair value measurements using Level 3 inputs include those related to our contingent consideration liability. Refer to Note B – Acquisitions and Strategic Investments for a discussion of the changes in the fair value of our contingent consideration liability.

Non-Recurring Fair Value Measurements

We hold certain assets and liabilities that are measured at fair value on a non-recurring basis in periods after initial recognition. The fair value of a measurement alternative investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Refer to Note B – Acquisitions and Strategic Investments for a discussion of our strategic investments and Note C – Goodwill and Other Intangible Assets for a discussion of the fair values of our intangible assets including goodwill.

The fair value of our outstanding debt obligations, excluding finance leases, was $11.163 billion as of September 30, 2025 and $10.330 billion as of December 31, 2024. We determined fair value by using quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy, and face value for commercial paper, term loans and credit facility borrowings outstanding. Refer to Note E – Contractual Obligations and Commitments for a discussion of our debt obligations.

Table of Content s

NOTE E – CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Borrowings and Credit Arrangements

We had total debt outstanding of $11.600 billion as of September 30, 2025 and $10.746 billion as of December 31, 2024, with current obligations of $483 million as of September 30, 2025 and $1.778 billion as of December 31, 2024. The debt maturity schedule for our long-term debt obligations is presented below:


(in millions, except interest rates)		Issuance Date		Maturity Date	As of				Coupon Rate(1)
	September 30, 2025		December 31, 2024
March 2026 Senior Notes		February 2019		March 2026	—		255		3.750%
December 2027 Senior Notes(3)		November 2019		December 2027	1,055		935		0.625%
March 2028 Senior Notes(3)		March 2022		March 2028	880		779		1.375%
March 2028 Senior Notes		February 2018		March 2028	344		344		4.000%
March 2029 Senior Notes		February 2019		March 2029	272		272		4.000%
March 2029 Senior Notes(3)		February 2024		March 2029	880		779		3.375%
June 2030 Senior Notes		May 2020		June 2030	1,200		1,200		2.650%
March 2031 Senior Notes(3)		March 2022		March 2031	880		779		1.625%
March 2031 Senior Notes(3)		February 2025		March 2031	997		—		3.000%
March 2032 Senior Notes(3)		February 2024		March 2032	1,466		1,299		3.500%
March 2034 Senior Notes(3)		March 2022		March 2034	586		519		1.875%
March 2034 Senior Notes(3)		February 2025		March 2034	762		—		3.250%
November 2035 Senior Notes(2)		November 2005		November 2035	350		350		6.500%
March 2039 Senior Notes		February 2019		March 2039	450		450		4.550%
January 2040 Senior Notes		December 2009		January 2040	300		300		7.375%
March 2049 Senior Notes		February 2019		March 2049	650		650		4.700%
Unamortized Debt Issuance Discount and Deferred Financing Costs				2025 - 2049	(79)		(70)

Finance Lease Obligation				Various	125		126
Long-term debt					$	11,117	$	8,968

(1) Coupon rates are semi-annual, except for the euro-denominated notes, which bear an annual coupon.

(2) Corporate credit rating improvements will result in a decrease in the adjusted interest rate on our November 2035 Notes. The interest rate will be permanently reinstated to the issuance rate of 6.25% if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. The required credit rating was attained in the second quarter of 2025 and the interest rate will reset to the issuance rate in November 2025.

(3) These notes are euro-denominated and presented in U.S. dollars based on the exchange rate in effect as of September 30, 2025 and December 31, 2024, respectively.

Revolving Credit Facility

On May 10, 2021, we entered into a $2.750 billion revolving credit facility (as amended, supplemented or otherwise modified from time to time, the 2021 Revolving Credit Facility) with a global syndicate of commercial banks. On May 10, 2024, we entered into a third amendment to the 2021 Revolving Credit Facility credit agreement, which provided for, among other things, an extension of the scheduled maturity date to May 10, 2029, an amendment of the Ratings based pricing grid of the Applicable Margin, each as defined in the credit agreement, and reset the applicable date for purposes of determining the amounts of restructuring charges and restructuring-related expenses that may be excluded from consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by the credit agreement, for purposes of our maximum leverage ratio covenant, from December 31, 2022 to March 31, 2024, as further discussed under Financial Covenant below. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We had no amounts outstanding under the 2021 Revolving Credit Facility as of September 30, 2025 or December 31, 2024.

Table of Content s

Financial Covenant

As of September 30, 2025, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility.


	Covenant Requirement	Actual
	as of September 30, 2025	as of September 30, 2025
Maximum permitted leverage ratio(1)	4.75 times	2.02 times

(1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement.

The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, 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 2021 Revolving Credit Facility. 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 credit agreement, increasing the maximum permitted leverage ratio to 4.75 times.

The financial covenant requirement, as amended on May 10, 2024, provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions related to restructuring charges and restructuring-related expenses from December 31, 2022 to March 31, 2024. Permitted exclusions include up to $500 million in cash and non-cash restructuring charges and restructuring-related expenses associated with our current or future restructuring plans. As of September 30, 2025, we had $77 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, provided that the sum of any excluded net cash litigation payments does not exceed $1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of September 30, 2025, we had $1.406 billion of the litigation exclusion remaining.

Any inability to maintain compliance with this covenant could require us to seek to renegotiate the terms of our credit arrangements or seek waivers from compliance with this covenant, both of which could result in additional borrowing costs. Further, there can be no assurance that our lenders would agree to such new terms or grant such waivers on terms acceptable to us. In this case, all 2021 Revolving Credit Facility commitments would terminate, and any amounts borrowed under the facility would become immediately due and payable. Furthermore, any termination of our 2021 Revolving Credit Facility may negatively impact the credit ratings assigned to our commercial paper program, which may impact our ability to refinance any then outstanding commercial paper as it becomes due and payable.

Commercial Paper

Our commercial paper program is backed by the 2021 Revolving Credit Facility. Outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We had no amounts outstanding under our commercial paper program as of September 30, 2025 and $191 million outstanding as of December 31, 2024.

Table of Content s


	As of
(in millions, except maturity and yield)	September 30, 2025			December 31, 2024
Commercial paper outstanding (at par)	$	—		$	191
Maximum borrowing capacity	2,750			2,750
Borrowing capacity available	2,750			2,559
Weighted average maturity	0 days			20 days
Weighted average yield	—		%	4.7		%

Senior Notes

We had senior notes outstanding of $11.326 billion as of September 30, 2025 and $10.451 billion as of December 31, 2024. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to sinking fund requirements. Our senior notes are unsecured, unsubordinated obligations and rank on parity with each other. These notes are effectively junior to liabilities of our subsidiaries (refer to Other Arrangements below).

In February 2025, American Medical Systems Europe B.V. (AMS Europe), an indirect, wholly owned subsidiary of Boston Scientific, completed a registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes comprised of €850 million of 3.000% Senior Notes due 2031 and €650 million of 3.250% Senior Notes due 2034 (collectively, the 2025 Eurobonds). Boston Scientific has fully and unconditionally guaranteed all of AMS Europe's obligations under the 2025 Eurobonds, and no other subsidiary of Boston Scientific will guarantee these obligations. AMS Europe is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of Regulation S-X. The financial condition, results of operations and cash flows of AMS Europe are consolidated in the financial statements of Boston Scientific. 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.

In February 2024, AMS Europe completed a registered public offering of €2.000 billion in aggregate principal amount of euro-denominated senior notes comprised of €750 million of 3.375% Senior Notes due 2029 and €1.250 billion of 3.500% Senior Notes due 2032 (collectively, the 2024 Eurobonds). Boston Scientific has fully and unconditionally guaranteed all of AMS Europe's obligations under the 2024 Eurobonds, in addition to all of AMS Europe's obligations under the euro-denominated senior notes that were previously issued by AMS Europe in 2022, and no other subsidiary of Boston Scientific will guarantee these obligations. The 2024 Eurobonds offering resulted in cash proceeds of $2.145 billion, net of investor discounts and issuance costs.

We primarily used the net proceeds from the 2024 Eurobonds offering to fund a portion of the purchase price of our acquisition of Axonics and to pay related fees and expenses, and for general corporate purposes. We also used the net proceeds to fund the repayment at maturity of $504 million of our 3.450% Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes.

Other Arrangements

We have accounts receivable factoring programs in certain European countries and with commercial banks in China and Japan which include promissory notes discounting programs. We account for our factoring programs as sales under FASB ASC Topic 860, Transfers and Servicing. We have no retained interest in the transferred receivables, other than collection and administration, and once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy.

Table of Content s

Amounts de-recognized for accounts and notes receivable, which are excluded from Trade accounts receivable, net within our accompanying unaudited consolidated balance sheets, are aggregated by contract denominated currency below (in millions):


Factoring Arrangements	As of September 30, 2025						As of December 31, 2024
Amount De-recognized			Weighted Average Interest Rate			Amount De-recognized			Weighted Average Interest Rate
Euro denominated	$	189		3.5	%		$	176		5.3	%
Yen denominated	226			1.3	%		193			0.9	%
Renminbi denominated	13			1.8	%		26			2.0	%

Other Contractual Obligations and Commitments

We had outstanding letters of credit of $223 million as of September 30, 2025 and $206 million as of December 31, 2024, which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of September 30, 2025 and December 31, 2024 we had not recognized a related liability for our outstanding letters of credit within our accompanying unaudited consolidated balance sheets.

We have a supplier financing program offered primarily in the U.S. that enables our suppliers to opt to receive early payment at a nominal discount, while allowing us to lengthen our payment terms and optimize working capital. Our standard payment term in the U.S. is 90 days. All outstanding payables related to the supplier finance program are classified within Accounts Payable within our unaudited consolidated balance sheets and were $151 million as of September 30, 2025 and $140 million as of December 31, 2024.

Refer to Note E – Contractual Obligations and Commitments to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information on our borrowings and credit agreements.

Leases

In the third quarter of 2025, we commenced a previously executed lease agreement for additional office and lab space in Maple Grove, Minnesota. The lease was classified as a finance lease, resulting in the recognition of a right-of-use asset of approximately $268 million and a corresponding lease liability of approximately $195 million as of September 30, 2025. The right-of-use asset is included within Property, plant and equipment, net, and the related lease liability is included within Current debt obligations within our accompanying unaudited consolidated balance sheets. The lease has a non-cancellable term of 20 years and includes a buyout option that is currently exercisable. We are reasonably certain we will exercise this option in the fourth quarter of 2025.

NOTE F – SUPPLEMENTAL BALANCE SHEET INFORMATION

Components of selected captions within our accompanying unaudited consolidated balance sheets are as follows:

Trade accounts receivable, net


	As of
(in millions)	September 30, 2025		December 31, 2024
Trade accounts receivable	$	2,961	$	2,667
Allowance for credit losses	(133)		(109)
	$	2,828	$	2,558

Table of Content s

The following is a roll forward of our Allowance for credit losses:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Beginning balance	$	112	$	105	$	109	$	110
Credit loss expense	28		10		49		30
Write-offs	(7)		(6)		(25)		(32)
Ending balance	$	133	$	109	$	133	$	109

Inventories


	As of
(in millions)	September 30, 2025		December 31, 2024
Finished goods	$	1,827	$	1,798
Work-in-process	245		193
Raw materials	849		819
	$	2,921	$	2,810

Other current assets


	As of
(in millions)	September 30, 2025		December 31, 2024
Restricted cash and restricted cash equivalents	$	98	$	111
Derivative assets	97		305
Other	505		414
	$	701	$	831

Property, plant and equipment, net


	As of
(in millions)	September 30, 2025		December 31, 2024
Land	$	147	$	144
Buildings and improvements	2,536		2,019
Equipment, furniture and fixtures	4,036		3,630
Capital in progress	936		1,035
	7,656		6,827
Less: accumulated depreciation	3,861		3,533
	$	3,795	$	3,294

Depreciation expense was $117 million and $334 million for the third quarter and first nine months of 2025, respectively, and $102 million and $290 million for the third quarter and first nine months of 2024, respectively.

Other long-term assets


	As of
(in millions)	September 30, 2025		December 31, 2024
Restricted cash equivalents	$	103	$	80
Operating lease right-of-use assets	495		449

Investments	643		555
Indemnification asset	212		188
Other	380		481
	$	1,832	$	1,754

Table of Content s

Accrued expenses


	As of
(in millions)	September 30, 2025		December 31, 2024
Legal reserves	$	152	$	177
Payroll and related liabilities	1,305		1,288
Rebates	606		494
Contingent consideration	78		63
Other	840		751
	$	2,981	$	2,773

Other current liabilities


	As of
(in millions)	September 30, 2025		December 31, 2024
Deferred revenue	$	309	$	306
Taxes payable	174		268
Other	379		313
	$	862	$	887

Other long-term liabilities


	As of
(in millions)	September 30, 2025		December 31, 2024
Legal reserves	$	154	$	149
Accrued income taxes	403		357
Contingent consideration	301		108
Operating lease liabilities	445		401
Deferred revenue	359		329
Other	728		527
	$	2,390	$	1,870

NOTE G – INCOME TAXES

The following table provides a reconciliation of our reported tax rate to the rate from continuing operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
2025			2024			2025			2024
Reported tax rate	19.5	%		30.0	%		17.2	%		24.4	%
Impact of certain receipts/charges(1)	(1.4)	%		(12.3)	%		0.9	%		(6.0)	%
Rate from continuing operations	18.1	%		17.7	%		18.1	%		18.3	%

(1) These receipts/charges are taxed at different rates than our rate from continuing operations.

Our reported tax rate is affected by recurring items such as the amount of our earnings subject to differing tax rates in foreign jurisdictions and the impact of certain receipts and charges that are taxed at rates that differ from our rate from continuing operations.

In the third quarter and first nine months of 2025, the principal reason for the difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges and certain discrete tax benefits primarily related to stock-based compensation.

In the third quarter of 2024, the principal reason for the difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges. In the first nine months of 2024, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relate to certain acquisition-related net charges, impairment charges and certain discrete tax benefits primarily related to stock-based compensation.

Table of Content s

As of September 30, 2025, we had $529 million of gross unrecognized tax benefits, of which a net $444 million, if recognized, would affect our effective tax rate. As of December 31, 2024, we had $506 million of gross unrecognized tax benefits, of which a net $423 million, if recognized, would affect our effective tax rate. The change in gross unrecognized tax benefit is primarily related to current year accruals for reserves.

NOTE H – COMMITMENTS AND CONTINGENCIES

The medical device market in which we participate is largely technology driven. As a result, intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. Over the years, there has been litigation initiated against us by others, including our competitors, claiming that our current or former product offerings infringe patents owned or licensed by them. Intellectual property litigation is inherently complex and unpredictable. In addition, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding, or in a series of related proceedings, or litigate multiple features of a single class of devices. These dynamics frequently drive settlement not only for individual cases, but also for a series of pending and potentially related and unrelated cases. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies.

During recent years, we successfully negotiated closure of several long-standing legal matters and have received favorable rulings in several other matters; however, there continues to be outstanding litigation. Adverse outcomes in one or more of these matters could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity.

In addition, product liability, securities and commercial claims have been asserted against us and similar claims may be asserted against us in the future related to events not known to management at the present time. We maintain an insurance policy providing limited coverage against securities claims and we are substantially self-insured with respect to product liability claims and fully self-insured with respect to intellectual property infringement claims. The absence of significant third-party insurance coverage increases our potential exposure to unanticipated claims or adverse decisions. Product liability claims, securities and commercial litigation and other legal proceedings in the future, regardless of their outcome, could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity.

In addition, like other companies in the medical device industry, we are subject to extensive regulation by national, state and local government agencies in the U.S. and other countries in which we operate. From time to time we are the subject of qui tam actions and governmental investigations often involving regulatory, marketing and other business practices. These qui tam actions and governmental investigations could result in the commencement of civil and criminal proceedings, substantial fines, penalties and administrative remedies and have a material adverse effect on our financial position, results of operations and/or liquidity. For additional information, refer to Note I – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K.

In accordance with FASB ASC Topic 450, Contingencies, we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range.

Our accrual for legal matters that are probable and estimable was $306 million as of September 30, 2025 and $326 million as of December 31, 2024 and includes certain estimated costs of settlement, damages and defense primarily related to product liability cases or claims and matters assumed from acquired companies. We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) within our accompanying unaudited consolidated financial statements. We did not record any litigation-related net charges (credits) during the third quarter and first nine months of 2025 or 2024. All other legal and product liability charges, credits and costs are recorded within Selling, general and administrative expenses within our accompanying unaudited consolidated statements of operations.

We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with our financial covenant required by our credit arrangements.

Table of Content s

In management's opinion, we are not currently involved in any legal proceedings other than those disclosed in our most recent Annual Report on Form 10-K and those specifically identified below, which, individually or in the aggregate, could have a material adverse effect on our financial condition, operations and/or cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated.

Patent Litigation

On November 20, 2017, The Board of Regents, University of Texas System and TissueGen. Inc. (collectively, UT), served a lawsuit against us in the Western District of Texas. The complaint against the Company alleges patent infringement of two U.S. patents owned by UT, relating to “Drug Releasing Biodegradable Fiber Implant” and “Drug Releasing Biodegradable Fiber for Delivery of Therapeutics,” and affects the manufacture, use and sale of our Synergy™ Stent System. UT primarily seeks a reasonable royalty. On March 12, 2018, the District Court for the Western District of Texas dismissed the action and transferred it to the United States District Court for the District of Delaware. On September 5, 2019, the Court of Appeals for the Federal Circuit affirmed the dismissal of the District Court for the Western District of Texas. In April 2020, the United States Supreme Court denied the UT’s Petition for Certiorari. UT proceeded with its case against the Company in Delaware. In January 2023, a jury trial was held on the issue of whether the one UT patent still asserted in the case was valid and whether it was infringed by the Company. On January 31, 2023, a jury concluded that UT’s patent was valid and willfully infringed by the Company, and awarded UT $42 million in damages. Following the trial, UT filed a motion seeking prejudgment interest and enhanced damages. The Company filed a motion seeking judgment as a matter of law in its favor or alternatively a new trial. On June 5, 2024, the Court granted the Company’s motion for judgment as a matter of law of no willful infringement, but otherwise denied the Company’s motions. The Court also denied UT’s motion for enhanced damages, awarded approximately $7 million in pre-judgment interest, and awarded post-judgment interest. On July 3, 2024, UT and the Company each filed a notice of appeal.

Upon the Company’s acquisition of Axonics on November 15, 2024, the Company assumed responsibility for all litigation pending against Axonics. On September 18, 2023, Axonics commenced an arbitration dispute against the Al Mann Foundation (AMF), in response to which AMF asserted multiple claims against Axonics. This arbitration will resolve, among other things, whether AMF terminated its licensing agreement with Axonics and whether Axonics owes royalties to AMF for its non-rechargeable sacral neuromodulation products. This dispute is scheduled for an arbitration hearing in December 2025.

Table of Content s

Product Liability Litigation

Multiple product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse have been asserted against us, predominantly in the United States, Canada, the United Kingdom, Scotland, Ireland, and Australia. Plaintiffs generally seek monetary damages based on allegations of personal injury associated with the use of our transvaginal surgical mesh products, including design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. We have entered into individual and master settlement agreements or are in the final stages of entering agreements with certain plaintiffs' counsel, to resolve the majority of these cases and claims. All settlement agreements were entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing.

We have established a product liability accrual for remaining claims asserted against us associated with our transvaginal surgical mesh products and the costs of defense thereof. We continue to engage in discussions with plaintiffs’ counsel regarding potential resolution of pending cases and claims, which we continue to vigorously contest. The final resolution of the cases and claims is uncertain and could have a material impact on our results of operations, financial condition and/or liquidity. Trials involving our transvaginal surgical mesh products have resulted in both favorable and unfavorable judgments for us. We do not believe that the judgment in any one trial is representative of potential outcomes of all cases or claims related to our transvaginal surgical mesh products.

Governmental Investigations and Qui Tam Matters

Like many healthcare companies, the Company receives inquiries and has ongoing discussions with governmental agencies with respect to the Company’s operations, such as the Securities and Exchange Commission (SEC), the Department of Justice (DOJ) and foreign regulators, including its operations in Vietnam with respect to alleged Foreign Corrupt Practices Act (FCPA) violations the Company received in March 2022. The Company has received related subpoenas for documents from the DOJ and the SEC with respect to the Vietnam matter, and is cooperating with the government while investigating these allegations. From time to time, the Company also self-discloses potential concerns to regulators. In the course of Vietnam-related discussions with the DOJ and SEC, the Company has disclosed that it is investigating other potential concerns in Vietnam and other countries.

From time to time, the Company also receives U.S.-based subpoenas and DOJ Civil Investigative Demands (CID), including the following matters: in April 2023, the Company received a DOJ subpoena that seeks documents and information related to its ambulatory electrocardiography monitoring business; in December 2023, the Company received a DOJ CID related to the provision of peripheral intervention services through office-based labs. The Company is cooperating with the DOJ in these matters.

NOTE I – WEIGHTED AVERAGE SHARES OUTSTANDING


	Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	2025	2024	2025	2024
Weighted average shares outstanding — basic	1,481.7	1,472.7	1,479.6	1,470.6
Net effect of common stock equivalents	13.8	14.8	14.4	13.9
Weighted average shares outstanding - diluted	1,495.5	1,487.4	1,494.0	1,484.5

The following securities were excluded from the calculation of weighted average shares outstanding - diluted because their effect in the periods presented below would have been antidilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	2025	2024	2025	2024
Stock options outstanding(1)	1.3	—	1.3	—

(1) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods.

Table of Content s

We base Net income (loss) per common share - diluted upon the weighted-average number of common shares and common stock equivalents outstanding during each year. Potential common stock equivalents are determined using the treasury stock method. We exclude stock options and stock awards from the calculation if the effect would be anti-dilutive.

We issued approximately two million shares of our common stock in the third quarter of 2025, approximately eight million shares in the first nine months of 2025, approximately two million shares in the third quarter of 2024 and approximately eight million shares in the first nine months of 2024. Shares were issued following the exercise of stock options, vesting of restricted stock units or purchases under our employee stock purchase plan. We did not repurchase any shares of our common stock in the first nine months of 2025 or 2024. On December 14, 2020, our Board of Directors approved a stock repurchase program authorizing the repurchase of up to $1.000 billion of our common stock. As of September 30, 2025, we had the full amount remaining available under the authorization.

NOTE J – SEGMENT REPORTING

We aggregate our core businesses into two reportable segments: MedSurg and Cardiovascular, each of which generates revenues from the sale of medical devices. In accordance with FASB ASC Topic 280, Segment Reporting, we identified our reportable segments based on the nature of our products, production processes, type of customer, selling and distribution methods and regulatory environment, as well as the economic characteristics of each of our operating segments. Our chief operating decision maker (CODM) is our President and Chief Executive Officer.

We measure and evaluate our reportable segments based on their respective net sales, cost of goods sold, selling, general and administrative expenses, research and development expenses, operating income, excluding intersegment profits, and operating income as a percentage of net sales, all based on internally-derived standard currency exchange rates to exclude the impact of foreign currency, which may be updated from year to year. We exclude from segment expenses and segment operating income certain corporate-related expenses and certain transactions or adjustments that our CODM considers to be non-operational, such as amounts related to amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and European Union (EU) Medical Device Regulation (MDR) implementation costs. Although we exclude these amounts from segment expenses and segment operating income they are included in reported Income (loss) before income taxes within our accompanying unaudited consolidated statements of operations and are included in the reconciliation below. The CODM uses segment operating income in the budget and forecasting process and to monitor budget versus actual results, which are used in assessing the performance of the reportable segments and to allocate resources across our reportable segments. Refer to Note K – Revenue for net sales by reportable segment presented in accordance with GAAP.

A reconciliation of sales and operating income for the reportable segments to the applicable line items within our accompanying unaudited consolidated statements of operations is as follows (in millions, except percentages). Prior period amounts have been restated at constant currency to conform to current year presentation.

Table of Content s


	Three Months Ended September 30, 2025
	MedSurg		% of net sales		Cardiovascular		% of net sales		Total
Net sales of reportable segments	$	1,714			$	3,327			$	5,041
Impact of foreign currency fluctuations									23
Total net sales									5,065
Segment expenses:
Cost of products sold	483		28.2	%	930		27.9	%	1,413
Selling, general and administrative expenses	531		31.0	%	920		27.6	%	1,451
Research and development expenses	128		7.5	%	337		10.1	%	465
Other segment items(1)	5		0.3	%	6		0.2	%	11
Segment operating income(2)	566		33.0	%	1,135		34.1	%	1,701
Unallocated amounts:
Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments									(282)
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs									(146)
Amortization expense									(225)
Operating income (loss)									1,048
Other income (expense), net									(110)
Income (loss) before income taxes									$	939

Table of Content s


	Nine Months Ended September 30, 2025
	MedSurg		% of net sales		Cardiovascular		% of net sales		Total
Net sales of reportable segments	$	5,027			$	9,801			$	14,827
Impact of foreign currency fluctuations									(39)
Total net sales									14,788
Segment expenses:
Cost of products sold	1,388		27.6	%	2,901		29.6	%	4,289
Selling, general and administrative expenses	1,557		31.0	%	2,695		27.5	%	4,252
Research and development expenses	369		7.3	%	934		9.5	%	1,303
Other segment items(1)	18		0.4	%	18		0.2	%	37
Segment operating income(2)	1,693		33.7	%	3,253		33.2	%	4,947
Unallocated amounts:
Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments									(779)
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs									(711)
Amortization expense									(669)
Operating income (loss)									2,788
Other income (expense), net									(103)
Income (loss) before income taxes									$	2,685

Table of Content s


	Three Months Ended September 30, 2024
	MedSurg		% of net sales		Cardiovascular		% of net sales		Total
Net sales of reportable segments	$	1,484			$	2,740			$	4,224
Impact of foreign currency fluctuations									(14)
Total net sales									4,209
Segment expenses:
Cost of products sold	412		27.8	%	838		30.6	%	1,250
Selling, general and administrative expenses	440		29.7	%	791		28.9	%	1,231
Research and development expenses	113		7.6	%	244		8.9	%	357
Other segment items(1)	(0)		0.0	%	5		0.2	%	4
Segment operating income(2)	518		34.9	%	862		31.5	%	1,380
Unallocated amounts:
Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments									(234)
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs									(209)
Amortization expense									(205)
Operating income (loss)									733
Other income (expense), net									(65)
Income (loss) before income taxes									$	669

Table of Content s


	Nine Months Ended September 30, 2024
	MedSurg		% of net sales		Cardiovascular		% of net sales		Total
Net sales of reportable segments	$	4,396			$	7,863			$	12,259
Impact of foreign currency fluctuations									(73)
Total net sales									12,186
Segment expenses:
Cost of products sold	1,193		27.1	%	2,500		31.8	%	3,694
Selling, general and administrative expenses	1,334		30.3	%	2,327		29.6	%	3,661
Research and development expenses	335		7.6	%	703		8.9	%	1,038
Other segment items(1)	9		0.2	%	14		0.2	%	23
Segment operating income(2)	1,525		34.7	%	2,318		29.5	%	3,843
Unallocated amounts:
Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments									(565)
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs									(719)
Amortization expense									(631)
Operating income (loss)									1,928
Other income (expense), net									(231)
Income (loss) before income taxes									$	1,697

(1) Includes royalty expense.

(2) Calculated as Net sales of reportable segments less Segment expenses.


	Three Months Ended September 30,				Nine Months Ended September 30,
Depreciation expense (in millions)	2025		2024		2025		2024
MedSurg	$	29	$	27	$	84	$	79
Cardiovascular	89		75		250		211


Consolidated depreciation expense	$	117	$	102	$	334	$	290


	As of
Total assets (in millions)	September 30, 2025		December 31, 2024
MedSurg	$	3,392	$	3,093
Cardiovascular	7,799		7,084
Total assets of reportable segments	11,191		10,177

Goodwill	18,214		17,089
Other intangible assets, net	7,162		6,684
All other corporate assets	6,140		5,446
	$	42,707	$	39,395

Table of Content s


	As of
Long-lived assets (in millions)	September 30, 2025		December 31, 2024
U.S.	$	1,812	$	1,461
Ireland	707		631
Costa Rica	593		530
Other countries	683		672
Property, plant and equipment, net	3,795		3,294
Goodwill	18,214		17,089
Other intangible assets, net	7,162		6,684
Operating lease right-of-use assets in Other long-term assets	495		449
	$	29,665	$	27,516

NOTE K – REVENUE

We generate revenue primarily from the sale of single-use medical devices and present revenue net of sales taxes within our accompanying unaudited consolidated statements of operations. Our business structure is organized into five operating segments. The following tables disaggregate our revenue from contracts with customers by business unit and geographic region (in millions). Generally, we allocate revenue from contracts with customers to geographic regions based on the location where the sale originated.


	Three Months Ended September 30,
	2025						2024
Businesses	U.S.		Int'l		Total		U.S.		Int'l		Total
Endoscopy	$	462	$	285	$	747	$	417	$	261	$	678
Urology	511		171		682		379		153		532
Neuromodulation	230		63		293		211		57		268
MedSurg	1,202		519		1,722		1,007		472		1,479
Interventional Cardiology Therapies	256		429		686		212		449		661
Watchman	470		43		512		342		38		380
Cardiac Rhythm Management	354		224		578		349		213		561
Electrophysiology	607		258		865		366		160		527
Cardiology	1,687		954		2,641		1,269		859		2,129
Peripheral Interventions	405		297		702		316		285		602
Cardiovascular	2,092		1,251		3,343		1,586		1,145		2,731
Total Net Sales	$	3,294	$	1,770	$	5,065	$	2,593	$	1,616	$	4,209

Table of Content s


	Nine Months Ended September 30,
	2025						2024
Businesses	U.S.		Int'l		Total		U.S.		Int'l		Total
Endoscopy	$	1,338	$	818	$	2,157	$	1,227	$	769	$	1,996
Urology	1,478		514		1,992		1,098		473		1,570
Neuromodulation	661		205		866		616		191		807
MedSurg	3,478		1,537		5,015		2,941		1,433		4,373
Interventional Cardiology Therapies	740		1,373		2,114		608		1,370		1,977
Watchman	1,306		117		1,423		996		107		1,103
Cardiac Rhythm Management	1,066		679		1,746		1,054		658		1,713
Electrophysiology	1,706		729		2,435		795		460		1,255
Cardiology	4,818		2,899		7,717		3,452		2,595		6,048
Peripheral Interventions	1,183		873		2,056		924		841		1,765
Cardiovascular	6,002		3,772		9,773		4,377		3,436		7,813
Total Net Sales	$	9,479	$	5,309	$	14,788	$	7,317	$	4,869	$	12,186

Refer to Note J – Segment Reporting for information on our reportable segments.


	Three Months Ended September 30,				Nine Months Ended September 30,
Geographic Regions	2025		2024		2025		2024
U.S.	$	3,294	$	2,593	$	9,479	$	7,317
Europe, Middle East and Africa	793		773		2,518		2,398
Asia-Pacific	802		684		2,292		2,002
Latin America and Canada	175		159		499		469

Total Net Sales	$	5,065	$	4,209	$	14,788	$	12,186

Emerging Markets(1)	$	765	$	684	$	2,214	$	2,012

(1) Our Emerging Markets countries include all countries except the United States, Western and Central Europe, Japan, Australia, New Zealand and Canada.

Deferred Revenue

Contract liabilities are classified within Other current liabilities and Other long-term liabilities within our accompanying unaudited consolidated balance sheets. Our deferred revenue balance was $668 million as of September 30, 2025 and $635 million as of December 31, 2024. Our contract liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System within our Cardiology business, for which revenue is recognized over the average service period based on device and patient longevity. Our contract liabilities also include deferred revenue related to the LUX-Dx™ Insertable Cardiac Monitor system, also within our Cardiology business, for which revenue is recognized over the average service period based on device longevity and usage. We recognized revenue of $65 million in the third quarter and $201 million in the first nine months of 2025 that was included in the above contract liability balance as of December 31, 2024. We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less. In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred.

Variable Consideration

For additional information on variable consideration, refer to Note A – Significant Accounting Policies to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K.

Table of Content s

NOTE L – CHANGES IN OTHER COMPREHENSIVE INCOME

The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax attributable to Boston Scientific common stockholders:


(in millions)	Foreign Currency Translation Adjustment		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of June 30, 2025	$	(560)	$	(145)	$	(17)	$	(722)
Other comprehensive income (loss) before reclassifications	(23)		69		(0)		46
(Income) loss amounts reclassified from accumulated other comprehensive income	(7)		(7)		(0)		(14)
Total other comprehensive income (loss)	(30)		62		(0)		32
Balance as of September 30, 2025	$	(589)	$	(83)	$	(17)	$	(689)


(in millions)	Foreign Currency Translation Adjustment		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of June 30, 2024	$	13	$	159	$	(8)	$	164
Other comprehensive income (loss) before reclassifications	(188)		(66)		—		(255)
(Income) loss amounts reclassified from accumulated other comprehensive income	(3)		(34)		(0)		(37)
Total other comprehensive income (loss)	(191)		(100)		(0)		(292)
Balance as of September 30, 2024	$	(179)	$	59	$	(8)	$	(128)


(in millions)	Foreign Currency Translation Adjustment		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of December 31, 2024	$	136	$	155	$	(16)	$	275
Other comprehensive income (loss) before reclassifications	(709)		(183)		(0)		(892)
(Income) loss amounts reclassified from accumulated other comprehensive income	(17)		(54)		(0)		(72)
Total other comprehensive income (loss)	(726)		(238)		(1)		(964)
Balance as of September 30, 2025	$	(589)	$	(83)	$	(17)	$	(689)


(in millions)	Foreign Currency Translation Adjustment		Net Change in Derivative Financial Instruments		Net Change in Defined Benefit Pensions and Other Items		Total
Balance as of December 31, 2023	$	(96)	$	154	$	(8)	$	49
Other comprehensive income (loss) before reclassifications	(73)		17		0		(56)
(Income) loss amounts reclassified from accumulated other comprehensive income	(10)		(112)		(0)		(122)
Total other comprehensive income (loss)	(83)		(95)		0		(178)
Balance as of September 30, 2024	$	(179)	$	59	$	(8)	$	(128)

Refer to Note D – Hedging Activities and Fair Value Measurements for further detail on our net investment hedges recorded in Foreign currency translation adjustment and our cash flow hedges recorded in Net change in derivative financial instruments.

Table of Content s

NOTE M – NEW ACCOUNTING PRONOUNCEMENTS

Periodically, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our accompanying unaudited consolidated financial statements.

Standards to be Implemented

In December 2023, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which aims to enhance the transparency and decision usefulness of income tax disclosures. Update No. 2023-09 modifies the rules on income tax disclosures to require entities to annually disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). Update No. 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. Update No. 2023-09 is effective for fiscal years beginning after December 15, 2024 and we will adopt this ASU in the fourth quarter of 2025. Prospective or retrospective application is permitted. We expect to adopt Update No. 2023-09 prospectively. As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASC Update No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. Update No. 2024-03 aims to improve transparency of expense disclosures to enhance investor understanding of an entity's performance and to assist in comparing an entity's performance over time and with that of other entities. Update No. 2024-03 modifies the disclosures over certain costs and expenses and requires entities to disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion, included in each relevant expense caption, (2) within the same disclosure, certain amounts that are already required to be disclosed under current GAAP, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and (4) the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Update No. 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date, or retrospectively to any or all prior periods presented in the financial statements. We are currently assessing the impact of Update No. 2024-03 to our consolidated financial statement disclosures.

In September 2025, the FASB issued ASC Update No. 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). Update No. 2025-06 modernizes the accounting for software costs by removing all references to a sequential software development method, requiring entities to begin capitalizing software costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used for its intended purpose. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Update No. 2025-06 allows for early adoption and permits either a prospective, modified prospective, or retrospective adoption approach. We are currently assessing the impact of Update No. 2025-06 to our consolidated financial statements.

In September 2025, the FASB issued ASC Update No. 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (606): Derivatives scope refinements and scope clarification for share-based noncash consideration from a customer in a revenue contract. Update No. 2025-07 clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, Update No. 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Update No. 2025-07 allows for early adoption and the amendments can be applied either prospectively or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. We are currently assessing the impact of Update No. 2025-07 to our consolidated financial statements.

No other new accounting pronouncements issued or effective in the period had or are expected to have a material impact on our accompanying unaudited consolidated financial statements.

Table of Content s

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS