Boston Scientific Corp 10-Q for FY2026 Q3
Boston Scientific Corp (BSX)
10-Q
2026-11-02
For: 2026-09-30
View Original
Added on
November 02, 2026
About this 10-Q
Boston Scientific Corp filed this 10-Q on November 2, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Boston Scientific reported third-quarter 2026 net sales of 5,138, up 1.5%, but net income attributable to common stockholders declined 22.9% to 582 after an August 2026 cybersecurity incident disrupted manufacturing and order fulfillment. Nine-month net sales rose 6.7% to 15,784. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.14B
- up 1.4% from $5.07B a year earlier
- Net income
- $580M
- down 23.2% from net income of $755M a year earlier
- Diluted EPS
- $0.40
- down 21.6% from $0.51 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File No. 1-11083
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of Common Stock, $0.01 par value per share, as of October 29, 2026 was 1,449,473,222 .
TABLE OF CONTENTS
| Page No. | ||||||||
2
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this Quarterly Report) contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend,” “aim,” "goal," "target," "continue," "hope," "may" and similar words. These forward-looking statements include, among other things, statements regarding our financial and operating performance; acquisitions; clinical trials; business plans and product performance; new and anticipated product approvals and launches; intellectual property; regulations and accounting pronouncements; legal proceedings; tax matters and regulations; and macroeconomic and geopolitical conditions. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements.
The forward-looking statements in this Quarterly Report are based on certain risks and uncertainties, including the risk factors described in Item 1A under the heading Risk Factors in our most recent Annual Report on Form 10-K and the specific risk factors discussed herein and in connection with forward-looking statements made throughout this Quarterly Report, which could cause actual results to vary materially from the expectations and projections expressed or implied by our forward-looking statements. These risks and uncertainties, in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this Quarterly Report. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements. Risks and uncertainties that may cause such differences include, among other things: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions, including changing trade and tariff policies; geopolitical conflicts and tensions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events, including the impacts of the cybersecurity incident first reported on August 26, 2026 on our operations and financial results; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions and the market acceptance of those products; market competition for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our prior and new restructuring programs; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve sustainability goals; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Item 1A. Risk Factors in our most recent Annual Report on Form 10-K, which we may update in Part II, Item 1A. Risk Factors in Quarterly Reports on Form 10-Q that we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements, except as required by law. This cautionary statement is applicable to all forward-looking statements contained in this Quarterly Report.
3
PART I
FINANCIAL INFORMATION
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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold (excluding amortization expense) | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Royalty expense | |||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||
| Intangible asset impairment charges | |||||||||||||||||||||||
| Contingent consideration net expense (benefit) | ( | ( | |||||||||||||||||||||
| Restructuring net charges (credits) | ( | ||||||||||||||||||||||
| Litigation-related net charges (credits) | |||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Income (loss) before income taxes | |||||||||||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Boston Scientific common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per common share — basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per common share — diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
4
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
| Net change in derivative financial instruments | ( | ( | |||||||||||||||||||||
| Net change in defined benefit pensions and other items | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to Boston Scientific common stockholders | $ | $ | $ | $ | |||||||||||||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
5
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| As of | |||||||||||
| (in millions, except share and per share data) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid income taxes | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Other investments | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other long-term assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current debt obligations | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost - | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss), net of tax | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
6
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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Common stock shares issued | |||||||||||||||||||||||
| Beginning | |||||||||||||||||||||||
| Impact of stock-based compensation plans | |||||||||||||||||||||||
| Ending | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Impact of stock-based compensation plans | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Treasury stock | |||||||||||||||||||||||
| Beginning | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Repurchase of common stock(1) | ( | ||||||||||||||||||||||
| Ending | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
Repurchase of common stock(1) | |||||||||||||||||||||||
| Impact of stock-based compensation plans | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Beginning | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Changes in other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Ending | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total stockholders' equity | $ | $ | $ | $ | |||||||||||||||||||
| Noncontrolling interests | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Changes in other comprehensive income (loss) | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Total equity | $ | $ | $ | $ | |||||||||||||||||||
(1) Amounts recorded to Treasury stock include excise tax on share repurchases.
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
7
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net income (loss) | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred and prepaid income taxes | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Goodwill and other intangible asset impairment charges | |||||||||||
| Net loss (gain) on investments and notes receivable | ( | ( | |||||||||
| Contingent consideration net expense (benefit) | ( | ||||||||||
| Inventory step-up amortization | |||||||||||
| Fixed asset impairment | |||||||||||
| Other, net | |||||||||||
| Increase (decrease) in operating assets and liabilities, excluding purchase accounting: | |||||||||||
| Trade accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ||||||||||
| Cash provided by (used for) operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchases of property, plant and equipment and internal use software | ( | ( | |||||||||
| Payments for acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Proceeds from sale of investments and dispositions of certain technologies | |||||||||||
| Payments for investments and acquisitions of certain technologies | ( | ( | |||||||||
| Other, net | |||||||||||
| Cash provided by (used for) investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Payment of contingent consideration previously established in purchase accounting | ( | ( | |||||||||
| Payments for finance leases | ( | ||||||||||
| Payments on short-term borrowings | ( | ( | |||||||||
| Net increase (decrease) in commercial paper | ( | ||||||||||
| Proceeds from long-term borrowings, net of debt issuance costs | |||||||||||
| Cash used to net share settle employee equity awards | ( | ( | |||||||||
| Repurchase of common stock | ( | ||||||||||
| Proceeds from issuances of shares of common stock pursuant to employee stock compensation and purchase plans | |||||||||||
| Other, net | ( | ||||||||||
| Cash provided by (used for) financing activities | ( | ( | |||||||||
| Effect of foreign exchange rates on cash | |||||||||||
| Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | |||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | $ | |||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
8
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(SUPPLEMENTAL INFORMATION)
| As of September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
Reconciliation to amounts within the unaudited consolidated balance sheets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash and restricted cash equivalents included in Other current assets | |||||||||||
Restricted cash equivalents included in Other long-term assets | |||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | $ | |||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
9
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, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. 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.
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 September 11, 2026, we entered into a definitive agreement to acquire 100 percent of Jiangsu TingSN Technology Co., Ltd (TingSN), a privately held medical device company headquartered in China, that develops and commercializes catheter-based medical technologies for cardiac and vascular interventions, including diagnostic intravascular and intracardiac ultrasound imaging solutions. The purchase price consists of an upfront cash payment of approximately $250 million and up to an additional $75 million in future payments upon achievement of commercialization and sales milestones. The transaction is expected to close during the fourth quarter of 2026, subject to customary closing conditions. The TingSN business will complement our existing Cardiovascular portfolio.
On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, Inc. (Penumbra), a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. On May 6, 2026, Penumbra stockholders voted to approve the acquisition. The transaction is expected to be completed
10
in early 2027, subject to the satisfaction of other customary closing conditions, including regulatory clearances. The Penumbra business will be integrated into our Cardiovascular division.
2026 Acquisitions
On August 24, 2026, we completed our acquisition of 100 percent of Scivita Medical Technology Co., Ltd. (Scivita Medical), a privately held medical technology company focused on the development and commercialization of innovative medical endoscopes and related products. We had been an investor in Scivita Medical since 2024 and held an equity stake of approximately one percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $213 million, net of cash acquired, after adjustments for our prior equity stake and other closing adjustments, and an additional future payment of up to $30 million upon achievement of a commercialization milestone. The Scivita Medical portfolio complements our existing Endoscopy and Urology portfolios which will provide physicians with more treatment options to meet specific patient needs.
On January 27, 2026, we completed our acquisition of 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 had been an investor in Nalu Medical since 2017 and previously held an equity stake of approximately nine percent. The transaction to acquire the remaining stake consisted of an upfront cash payment of approximately $523 million, net of cash acquired. The Nalu Medical business is being integrated into our Neuromodulation division.
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) | Nalu Medical | Other | ||||||||||||||||||
| Payment for acquisition, net of cash acquired | $ | $ | ||||||||||||||||||
| Fair Value of Contingent Consideration | ||||||||||||||||||||
| Fair value of prior interest | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transactions. 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.
| (in millions) | Nalu Medical | Other | ||||||
| Goodwill | $ | $ | ||||||
| Amortizable intangible assets | ||||||||
| Other assets acquired | ||||||||
| Net deferred tax assets | ||||||||
| Liabilities assumed | ( | ( | ||||||
| Net deferred tax liabilities | ( | |||||||
| $ | $ | |||||||
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.
11
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) | ||||||||||
| Nalu Medical: | |||||||||||
| Amortizable intangible assets: | |||||||||||
| Technology-related | $ | ||||||||||
Customer relationships | |||||||||||
| $ | |||||||||||
| Other: | |||||||||||
| Amortizable intangible assets: | |||||||||||
| Technology-related | $ | ||||||||||
| $ | |||||||||||
Our 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.
In addition to the above, during the first nine months of 2026, we completed acquisitions of other businesses for which the aggregate transaction price consisted of upfront cash payments of $195 million, net of cash acquired.
2025 Acquisitions
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. The SoniVie business is being integrated into our Cardiovascular 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. The Bolt Medical business is being integrated into our Cardiovascular division.
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 is being integrated into our Cardiovascular division.
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Purchase Price Allocation
We accounted for these transactions as business combinations in accordance with FASB ASC Topic 805. The final purchase prices were comprised of the amounts presented below:
| (in millions) | Bolt Medical | SoniVie | Other | ||||||||
| Payment for acquisition, net of cash acquired | $ | $ | $ | ||||||||
| Fair value of contingent consideration | |||||||||||
| Fair value of prior interest | |||||||||||
| $ | $ | $ | |||||||||
We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transactions. The final purchase price allocations were 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) | Bolt Medical | SoniVie | Other | ||||||||
| Goodwill | $ | $ | $ | ||||||||
| Amortizable intangible assets | |||||||||||
| Indefinite-lived intangible assets | |||||||||||
| Other assets acquired | |||||||||||
| Net deferred tax assets | |||||||||||
| Liabilities assumed | ( | ( | ( | ||||||||
| Net deferred tax liabilities | ( | ( | |||||||||
| $ | $ | $ | |||||||||
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 prices to the specific intangible asset categories as follows:
Amount Assigned (in millions) | Weighted Average Amortization Period (in years) | ||||||||||
Bolt Medical: | |||||||||||
| Amortizable intangible assets: | |||||||||||
| Technology-related | $ | ||||||||||
Indefinite-lived intangible assets: | |||||||||||
In-process research and development (IPR&D) | $ | N/A | |||||||||
| $ | |||||||||||
SoniVie: | |||||||||||
Indefinite-lived intangible assets: | |||||||||||
IPR&D | $ | N/A | |||||||||
| $ | |||||||||||
| Other: | |||||||||||
| Amortizable intangible assets: | |||||||||||
| Technology-related | $ | ||||||||||
| $ | |||||||||||
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Our intangible assets, including technology-related intangible assets and IPR&D, 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 and IPR&D intangible assets. Our amortizable intangibles are amortized on a straight-line basis over their assigned estimated useful lives.
In addition to the above, during the first nine months of 2025, we completed acquisitions of other businesses for which the aggregate transaction price consisted of upfront cash payments of $429 million, net of cash acquired.
Contingent Consideration
Changes in the fair value of our contingent consideration liability during the first nine months of 2026 associated with current and prior period acquisitions were as follows:
| (in millions) | |||||
| Balance as of December 31, 2025 | $ | ||||
| Amount recorded related to current year acquisitions | |||||
| Contingent consideration net expense (benefit) | ( | ||||
| Contingent consideration payments | ( | ||||
| Balance as of September 30, 2026 | $ | ||||
The maximum amount for certain contingent consideration is not determinable as it is uncapped and based on a percent of certain sales. As of September 30, 2026, the fair value of such uncapped contingent consideration is estimated at $50 million. As of September 30, 2026, the maximum amount that we could be required to pay under our other capped contingent consideration arrangements (undiscounted) is approximately $460 million. Refer to Note B – Acquisitions 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, 2026 | Valuation Technique | Unobservable Input | Range | Weighted Average(1) | ||||||||||||||||||||||||
| Revenue-based Payments and Commercialization Milestones | $ | Discounted Cash Flow | Discount Rate | - | |||||||||||||||||||||||||
| Probability of Payment | - | ||||||||||||||||||||||||||||
| Projected Year of Payment | 2027 | - | 2032 | 2029 | |||||||||||||||||||||||||
| Clinical-based, Regulatory and Other Milestones | $ | Discounted Cash Flow | Discount Rate | - | |||||||||||||||||||||||||
| Probability of Payment | - | ||||||||||||||||||||||||||||
| Projected Year of Payment | 2027 | - | 2029 | 2029 | |||||||||||||||||||||||||
(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, 2026.
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Strategic Investments
The aggregate carrying amount of our strategic investments, which are classified as Other investments within our accompanying unaudited consolidated balance sheets, was comprised of the following:
| As of | |||||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Equity method investments | $ | $ | |||||||||
Measurement alternative investments(1, 2) | |||||||||||
| $ | $ | ||||||||||
(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, convertible notes and securities measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations.
On May 15, 2026, we entered into an investment agreement with MiRus LLC (MiRus), a privately held company developing and commercializing proprietary novel biomaterials, implants and procedural solutions for the treatment of cardiovascular and orthopedic diseases, including the SIEGEL™ Balloon Expandable Transcatheter Aortic Valve Replacement (TAVR) system (TAVR System), for which it has received investigation device exemption approval from the U.S. Federal Food and Drug Administration (FDA) to conduct the STAR (Siegel Transcatheter Aortic Valve Replacement Trial) randomized control clinical trial in the United States designed to achieve Premarket Approval for the TAVR System. Under the terms of the agreement, for a cash payment of $1.500 billion, exclusive of a $100 million payment previously made by the Company to MiRus, we acquired (a) non-voting common equity interests constituting approximately 33.75 percent of the equity interests of MiRus, and (b) an exclusive option (the TAVR Option) to acquire the MiRus TAVR business (TAVR-Structural Heart NewCo), for additional aggregate cash payments totaling $3.000 billion, at our option following MiRus’ achievement of certain clinical and regulatory milestones, for 100 percent ownership of TAVR-Structural Heart NewCo. Upon the closing of our acquisition of TAVR-Structural Heart NewCo, we will no longer own any equity interest in MiRus. If we exercise the TAVR Option, MiRus will have the right to receive additional payments based on net sales of the TAVR System over a specified period. We also have an exclusive option, exercisable if we exercise the TAVR Option, to acquire mitral and tricuspid replacement valve assets from MiRus for an additional payment.
If we do not make any portion of the additional payments, or do not exercise the TAVR Option within the applicable period or the TAVR Option does not close following its exercise, our equity interest in MiRus will be forfeited or reduced by approximately 75 percent, or exchanged for an interest in TAVR-Structural Heart NewCo, depending on the circumstances.
The $1.600 billion paid to MiRus was allocated based on the relative fair value of each component of the arrangement, including the equity investment in MiRus and the TAVR Option, each of which are classified as Other investments within our accompanying unaudited consolidated balance sheets.
As the agreement provides us with the ability to exert significant influence over MiRus, our equity investment in MiRus is accounted for under the equity method of accounting in accordance with FASB ASC Topic 323, Investments - Equity Method and Joint Ventures. The investment in the TAVR Option is recorded at the initial allocated cost and will be assessed for impairment on a quarterly basis.
As of September 30, 2026, the cost of our aggregated equity method investments exceeded our share of the underlying equity in net assets by $1.349 billion, which represents amortizable intangible assets, IPR&D, goodwill and deferred tax liabilities.
Funded Research and Development Arrangement
On October 2, 2026, we entered into an agreement with funds managed by Blackstone Life Sciences Advisors L.L.C. (Blackstone) to co-fund development activities for our VITALYST™ Temporary Percutaneous Transvalvular Circulatory Support System for the treatment of patients with acute myocardial infarction with cardiogenic shock (the Product). Under the agreement, we are eligible to receive up to $455 million from contract inception through regulatory approval of the Product in the United States, unless otherwise terminated, based on qualifying development costs incurred. As there is substantive and genuine transfer of risk to Blackstone, the development funding will be recognized as an obligation to perform contractual services. Accordingly, the funding we receive will be recognized as a reduction to Research and development expense using an
15
attribution model as the related costs are incurred. As of September 30, 2026, no amounts have been recognized under this arrangement.
Subject to obtaining regulatory approval for the Product in the United States, Blackstone will be eligible to receive fixed regulatory and commercial milestone payments of up to 2.5 times Blackstone's actual funded amount, as well as royalties on net sales upon regulatory approval. The commercial milestone payment will be contingent upon achieving a specified cumulative net sales target. Under certain termination circumstances, we may have continuing payment obligations or be required to pay Blackstone a multiple of the amount funded. We currently consider the occurrence of such termination circumstances to be remote.
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, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization/ Write-offs | Gross Carrying Amount | Accumulated Amortization/ Write-offs | |||||||||||||||||||
| Technology-related | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Patents | ( | ( | |||||||||||||||||||||
| Other intangible assets | ( | ( | |||||||||||||||||||||
| Amortizable intangible assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Goodwill | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| IPR&D | $ | $ | |||||||||||||||||||||
| Indefinite-lived intangible assets | $ | $ | |||||||||||||||||||||
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, 2025 | $ | $ | $ | ||||||||||||||||||||
| Goodwill acquired | |||||||||||||||||||||||
| Impact of foreign currency fluctuations and purchase price adjustments | ( | ( | |||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | ||||||||||||||||||||
Goodwill and Other Intangible Asset Impairments
We did not
During the first quarter of 2026, an organizational change impacted the composition of reporting units within our Cardiovascular operating segment. Goodwill was reassigned to the affected reporting units based on their relative fair values and an interim goodwill impairment test as of the date of the reorganization was performed. The fair value of each affected reporting unit exceeded its carrying amount indicating no impairment. This change had no impact on our operating segments or reportable segments.
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In the second quarter of 2026, we performed our annual goodwill impairment test utilizing both the qualitative and quantitative approach described in FASB ASC Topic 350, Intangibles - Goodwill and Other. The qualitative approach was used for testing certain reporting units where fair value has historically substantially exceeded carrying value, with no events or circumstances that would indicate the carrying value is impaired. All other reporting units were tested using the quantitative approach. For the reporting units tested using the qualitative approach, 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. For the reporting units tested using the quantitative approach, we determined that the fair value of the reporting units exceeded the carrying value and concluded that goodwill was not impaired.
We recorded Intangible asset impairment charges of $39 46 million in the first nine months of 2025.
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 2026, we performed our annual IPR&D impairment test and recorded an intangible asset impairment charge of $39 million related to the cancellation of an IPR&D program. We also verified that the classification of the remaining IPR&D projects within our unaudited consolidated balance sheets continues to be appropriate.
NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS
Derivative Instruments and Hedging Activities
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 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. 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 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 forecasted transactions.
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 relating to derivative instruments and hedging activities.
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The following table presents the contractual amounts of our hedging instruments outstanding:
| (in millions) | FASB ASC Topic 815 Designation | As of | |||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Forward currency contracts | Cash flow hedge | $ | $ | ||||||||||||||
| Forward currency contracts | Net investment hedge | ||||||||||||||||
Foreign currency-denominated debt(1) | Net investment hedge | ||||||||||||||||
| Forward currency contracts | Non-designated | ||||||||||||||||
| Total Notional Outstanding | $ | $ | |||||||||||||||
(1) Foreign currency-denominated debt is the €900
The remaining time to maturity as of September 30, 2026 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 and three 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 | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | ||||||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Forward currency contracts | |||||||||||||||||||||||||||||
| Cash flow hedges | $ | ( | $ | $ | ( | Cost of products sold | $ | $ | ( | $ | |||||||||||||||||||
Net investment hedges(2) | ( | ( | Interest expense | ( | ( | ||||||||||||||||||||||||
| Foreign currency-denominated debt | |||||||||||||||||||||||||||||
Net investment hedges(3) | ( | Other, net | |||||||||||||||||||||||||||
| 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 | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | ||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Forward currency contracts | |||||||||||||||||||||||||||||
| Cash flow hedges | $ | $ | ( | $ | Cost of products sold | $ | ( | $ | $ | ( | |||||||||||||||||||
Net investment hedges(2) | ( | Interest expense | ( | ( | |||||||||||||||||||||||||
| Foreign currency-denominated debt | |||||||||||||||||||||||||||||
Net investment hedges(3) | ( | ( | Other, net | ||||||||||||||||||||||||||
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| 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 | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | ||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Forward currency contracts | |||||||||||||||||||||||||||||
| Cash flow hedges | $ | $ | ( | $ | Cost of products sold | $ | $ | ( | $ | ||||||||||||||||||||
Net investment hedges(2) | ( | Interest expense | ( | ( | |||||||||||||||||||||||||
| Foreign currency-denominated debt | |||||||||||||||||||||||||||||
Net investment hedges(3) | ( | Other, net | |||||||||||||||||||||||||||
| 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 | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Forward currency contracts | |||||||||||||||||||||||||||||
| Cash flow hedges | $ | ( | $ | $ | ( | Cost of products sold | $ | ( | $ | $ | ( | ||||||||||||||||||
Net investment hedges(2) | ( | ( | Interest expense | ( | ( | ||||||||||||||||||||||||
| Foreign currency-denominated debt | |||||||||||||||||||||||||||||
Net investment hedges(3) | ( | ( | Other, net | ||||||||||||||||||||||||||
(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.
As of September 30, 2026, 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 | $ | ||||||||
| Forward currency contracts | Net investment hedge | Interest expense | |||||||||
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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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Net gain (loss) on currency hedge contracts | Other, net | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||
| Net gain (loss) on currency transaction exposures | Other, net | ( | ( | ||||||||||||||||||||||||||
| Net currency exchange gain (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Fair Value Measurements
Refer to Note D – Hedging Activities and Fair Value Measurements 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 discussion relating to our derivative and nonderivative instruments and fair value measurements.
The following are the balances of our derivative and nonderivative assets and liabilities:
Location on Unaudited Consolidated Balance Sheets(1) | As of | ||||||||||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Derivative and Nonderivative Assets: | |||||||||||||||||
| Designated Hedging Instruments | |||||||||||||||||
| Forward currency contracts | Other current assets | $ | $ | ||||||||||||||
| Forward currency contracts | Other long-term assets | ||||||||||||||||
| Non-Designated Hedging Instruments | |||||||||||||||||
| Forward currency contracts | Other current assets | ||||||||||||||||
| Total Derivative and Nonderivative Assets | $ | $ | |||||||||||||||
| Derivative and Nonderivative Liabilities: | |||||||||||||||||
| Designated Hedging Instruments | |||||||||||||||||
| Forward currency contracts | Other current liabilities | $ | $ | ||||||||||||||
| Forward currency contracts | Other long-term liabilities | ||||||||||||||||
Foreign currency-denominated debt(2) | Long-term debt | ||||||||||||||||
| Non-Designated Hedging Instruments | |||||||||||||||||
| Forward currency contracts | Other current liabilities | ||||||||||||||||
| Total Derivative and Nonderivative Liabilities | $ | $ | |||||||||||||||
(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
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Recurring Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis consist of the following:
| As of | |||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds and time deposits | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Publicly-held equity securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Contingent consideration liability | |||||||||||||||||||||||||||||||||||||||||||||||
| Licensing arrangements | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
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, Other current assets or Other long-term assets within our accompanying unaudited consolidated balance sheets, in accordance with GAAP and our accounting policies. In addition to $295 million invested in money market funds and time deposits as of September 30, 2026 and $1.075 billion as of December 31, 2025, we held $428 million in interest-bearing and non-interest-bearing bank accounts as of September 30, 2026 and $965 million as of December 31, 2025.
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 $11.225 billion as of September 30, 2026 and $11.154 billion as of December 31, 2025. 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.
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NOTE E – CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Borrowings and Credit Arrangements
The debt maturity schedule for our long-term debt obligations is presented below:
| (in millions, except coupon rates) | Issuance Date | Maturity Date | As of | Coupon Rate(1) | |||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
December 2027 Senior Notes(2) | November 2019 | December 2027 | |||||||||||||||
March 2028 Senior Notes(2) | March 2022 | March 2028 | |||||||||||||||
| March 2028 Senior Notes | February 2018 | March 2028 | |||||||||||||||
| March 2029 Senior Notes | February 2019 | March 2029 | |||||||||||||||
March 2029 Senior Notes(2) | February 2024 | March 2029 | |||||||||||||||
| June 2030 Senior Notes | May 2020 | June 2030 | |||||||||||||||
March 2031 Senior Notes(2) | March 2022 | March 2031 | |||||||||||||||
March 2031 Senior Notes(2) | February 2025 | March 2031 | |||||||||||||||
March 2032 Senior Notes(2) | February 2024 | March 2032 | |||||||||||||||
March 2034 Senior Notes(2) | March 2022 | March 2034 | |||||||||||||||
March 2034 Senior Notes(2) | February 2025 | March 2034 | |||||||||||||||
| November 2035 Senior Notes | November 2005 | November 2035 | |||||||||||||||
| March 2039 Senior Notes | February 2019 | March 2039 | |||||||||||||||
| January 2040 Senior Notes | December 2009 | January 2040 | |||||||||||||||
| March 2049 Senior Notes | February 2019 | March 2049 | |||||||||||||||
| Unamortized Debt Issuance Discount and Deferred Financing Costs | 2026 - 2049 | ( | ( | ||||||||||||||
| Finance Lease Obligation | Various | ||||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||
(1) Coupon rates are semi-annual, except for the euro-denominated notes, which bear an annual coupon.
(2) These notes are euro-denominated and presented in U.S. dollars based on the exchange rate in effect as of September 30, 2026 and December 31, 2025, respectively.
Revolving Credit Agreement
On February 26, 2026, we entered into a new $3.000 billion revolving credit agreement (the 2026 Revolving Credit Agreement) with a global syndicate of commercial banks and we terminated our previous revolving credit agreement (the 2021 Revolving Credit Agreement). The 2026 Revolving Credit Agreement matures on February 26, 2031, with one-year extension options subject to certain conditions, including certain lender approvals. Loans under the 2026 Revolving Credit Agreement will bear interest at applicable base rates plus an applicable margin based on our credit ratings. In addition, we will pay a facility fee based on our credit rating and the total amount of revolving credit commitments (generally irrespective of usage). The 2026 Revolving Credit Agreement contains customary representations, warranties, and covenants, including financial covenants as discussed below under Financial Covenant, as well as customary events of default, which may result in the termination of commitments and acceleration of any outstanding loans.
The 2026 Revolving Credit Agreement provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2026 Revolving Credit Agreement. We had no
364-Day Revolving Credit Agreement
On February 26, 2026, we entered into a $2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is
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364 days from the earlier of (i) the date that any loans under the 364-Day Revolving Credit Agreement are available to be drawn on, or (ii) the closing of our pending acquisition of Penumbra. Loans under the 364-Day Revolving Credit Agreement will bear interest at applicable base rates plus an applicable margin based on our credit ratings. In addition, we will pay a facility fee based on our credit rating and the total amount of revolving credit commitments (generally irrespective of usage), as well as a ticking fee based on the credit rating on the undrawn portion of the commitments, accruing from 120 days after the effective date of the 364-Day Revolving Credit Agreement. The 364-Day Revolving Credit Agreement contains substantially similar representations, warranties, covenants, events of default, and financial covenants as the 2026 Revolving Credit Agreement. We had no amounts outstanding under the 364-day Revolving Credit Agreement as of September 30, 2026.
364-Day Delayed Draw Term Loan Agreement
On February 26, 2026, we entered into a $6.000 billion term loan credit agreement (the Term Loan Credit Agreement) with a global syndicate of commercial banks. The Term Loan Credit Agreement permits us to borrow (i) a 364-day delayed draw term loan in an aggregate principal amount of up to $1.000 billion (the Tranche A Loan), and (ii) a 364-day delayed draw term loan in an aggregate principal amount of up to $5.000 billion (the Tranche B Loan), in each case to fund our pending acquisition of Penumbra. Each of the Tranche A Loan and the Tranche B Loan may only be drawn upon the closing of our pending acquisition of Penumbra and will mature 364 days thereafter. Prior to the closing date of our pending acquisition of Penumbra, the Tranche B Loan commitments will be automatically reduced by an amount equal to net cash proceeds received from any equity issuance or debt incurrence, subject to certain exceptions. After the closing date of our pending acquisition of Penumbra, we are required to prepay any outstanding Tranche B Loans with the net cash proceeds of any subsequent equity issuance or debt incurrence, subject to certain exceptions.
Loans under the Term Loan Credit Agreement will bear interest at applicable base rates, plus an applicable margin based on our credit ratings. In addition, we are required to pay a ticking fee based on the credit rating of the unused commitments, accruing from 120 days after the effective date of the Term Loan Credit Agreement, and will also pay a duration fee equal to 0.10 % per annum on the aggregate outstanding principal amount of the Tranche B Loan, payable 90 days following the closing date of our pending acquisition of Penumbra. The Term Loan Credit Agreement contains substantially similar representations, warranties, covenants, events of default, and financial covenants as the 2026 Revolving Credit Agreement and 364-Day Revolving Credit Agreement. We had no amounts outstanding under the Term Loan Credit Agreement as of September 30, 2026.
Financial Covenant
As of September 30, 2026, we were in compliance with the financial covenant required by our credit agreements described above.
| Covenant Requirement | Actual | |||||||||||||
| as of September 30, 2026 | as of September 30, 2026 | |||||||||||||
Maximum permitted leverage ratio(1) | ||||||||||||||
(1) Ratio of total debt to deemed consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by each of the 2026 Revolving Credit Agreement, the 364-Day Revolving Credit Agreement and the Term Loan Credit Agreement.
Under each of the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement, we are required to maintain a maximum permitted leverage ratio, as defined in the agreements, of 3.75 times. The credit agreements provide for higher leverage ratios, at our election, for the period following a qualified acquisition, as defined in the agreements, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the applicable credit agreement. The financial covenant is substantially similar to the covenant that was required under the 2021 Revolving Credit Agreement. We believe that we have the ability to comply with the financial covenant for the next 12 months.
The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. Permitted exclusions from the calculation of consolidated EBITDA include any non-cash charges and any cash litigation payments (net of any cash litigation receipts), as defined in the credit agreements, provided that the sum of any excluded net cash litigation payments since December 31, 2025 does not exceed $1.160 billion. As of September 30, 2026, we had $1.128 billion of the total permitted exclusion remaining.
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Any inability to maintain compliance with this covenant could require us to seek to renegotiate the terms of our credit agreements 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 commitments under the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement would terminate, and any amounts borrowed under such agreements would become immediately due and payable. Furthermore, any termination of the 2026 Revolving Credit Agreement or the 364-Day Revolving Credit Agreement, as applicable, 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 2026 Revolving Credit Agreement and the 364-Day Revolving Credit Agreement, as applicable. Outstanding commercial paper directly reduces borrowing capacity under the applicable agreements. We had $1.029 billion outstanding under our commercial paper program as of September 30, 2026 and no amounts outstanding as of December 31, 2025.
| As of | |||||||||||
| (in millions, except maturity and yield) | September 30, 2026 | December 31, 2025 | |||||||||
| Commercial paper outstanding (at par) | $ | $ | |||||||||
| Maximum borrowing capacity | |||||||||||
| Borrowing capacity available | |||||||||||
| Weighted average maturity | |||||||||||
| Weighted average yield | % | % | |||||||||
Senior Notes
We had senior notes outstanding of $10.847 billion as of September 30, 2026 and $11.343 billion as of December 31, 2025. 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, in addition to all of AMS Europe's obligations under euro-denominated senior notes that were previously issued by AMS Europe in 2024 and 2022, 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.
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.
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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, except interest rates) | As of September 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||
| Amount De-recognized | Weighted Average Interest Rate | Amount De-recognized | Weighted Average Interest Rate | ||||||||||||||||||||
| Euro denominated | $ | % | $ | % | |||||||||||||||||||
| Yen denominated | % | % | |||||||||||||||||||||
Other Contractual Obligations and Commitments
We had outstanding letters of credit of $193 million as of September 30, 2026 and $203 million as of December 31, 2025, which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of September 30, 2026 and December 31, 2025 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 as Accounts Payable within our unaudited consolidated balance sheets and were $123 million as of September 30, 2026 and $144 million as of December 31, 2025.
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.
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, 2026 | December 31, 2025 | |||||||||
| Trade accounts receivable | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| $ | $ | ||||||||||
Inventories
| As of | |||||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| $ | $ | ||||||||||
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Property, plant and equipment, net
| As of | |||||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Equipment, furniture and fixtures | |||||||||||
| Capital in progress | |||||||||||
| Less: accumulated depreciation | |||||||||||
| $ | $ | ||||||||||
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Reported tax rate | % | % | % | % | |||||||||||||||||||
Impact of certain receipts/charges(1) | ( | % | ( | % | % | % | |||||||||||||||||
| Rate from continuing operations | % | % | % | % | |||||||||||||||||||
(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 of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to discrete charges primarily related to return-to-provision adjustments.
In the first nine months of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to a discrete tax benefit of $383 million to reflect a change in the anticipated future tax rate at which we expect to recover certain capitalized expenses.
In the third quarter and first nine months of 2025, the principal reasons for the difference between our tax rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.
As of September 30, 2026, we had $637 million of gross unrecognized tax benefits, of which a net $536 million, if recognized, would affect our effective tax rate. As of December 31, 2025, we had $596 million of gross unrecognized tax benefits, of which a net $501 million, if recognized, would affect our effective tax rate. The change in gross unrecognized tax benefits relates to accruals for current year positions.
NOTE H – COMMITMENTS AND CONTINGENCIES
We are involved in various legal proceedings, including intellectual property, product liability, securities and commercial claims and disputes, employment matters, environmental matters, governmental inquiries, investigations and proceedings, and other legal matters that arise from time to time in the ordinary course of our business, including those described below.
In recent years, we have 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 and disputes. 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.
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Intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. From time to time, we face 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.
Product liability, securities, environmental and commercial claims have been asserted against us and similar or other 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 and environmental 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, environmental 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 governmental agencies in the U.S. and other countries in which we operate. From time to time, we receive inquiries and have ongoing discussions with governmental agencies with respect to our operations, such as the Securities and Exchange Commission (SEC), the Department of Justice (DOJ) and other U.S. and foreign regulators. These include ongoing and any future investigations with respect to alleged Foreign Corrupt Practices Act (FCPA) violations, U.S.-based subpoenas and DOJ Civil Investigative Demands (CID), and qui tam actions or other governmental investigations often involving regulatory, marketing and other business practices. From time to time, we also self-disclose potential concerns to regulators. It is our standard practice to cooperate with governmental agencies when responding to such inquiries and investigating such matters. These governmental investigations and inquiries 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 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.
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.
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.
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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. On July 27, 2026, the Court of Appeals for the Federal Circuit reversed, granting judgment as a matter of law in the Company’s favor and finding UT’s patent invalid and not infringed. On October 7, 2026, the Court of Appeals for the Federal Circuit denied UT's petition for rehearing.
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.
On February 20, 2026, counsel representing individuals claiming they have been injured by their spinal cord stimulation (SCS) devices filed a motion with the Judicial Panel on Multidistrict Litigation (JPML), seeking the transfer of various actions for coordinated or consolidated pretrial proceedings (In re: Abbott and Boston Scientific Spinal Cord Stimulator Products Liability Litigation, MDL No. 3181). On June 5, 2026, the JPML issued an order consolidating all pending and future federal SCS cases into one Multi-District Litigation in the Central District of California (In Re. Boston Scientific Corporation Spinal Cord Stimulator Products Liability Litigation, Case No. 2:26-ml-03181-JLS-E). The cases filed against the Company allege various injuries and damages arising from the Company’s SCS products.
Other Proceedings
On March 5, 2026, purported Company shareholder John Rudolph Troike, individually and on behalf of all others similarly situated, filed a putative securities class action complaint in the United States District Court for the District of Massachusetts against the Company and certain current officers stemming from the drop in the Company’s stock price on February 4, 2026 following the release of the Company’s fourth quarter and full year 2025 results. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false and misleading statements concerning the Company’s financial guidance and anticipated growth in the U.S. electrophysiology business unit. The complaint seeks, among other relief, unspecified compensatory damages, unspecified equitable relief, and costs and expenses. On May 20, 2026, the Court appointed the Indiana Public Retirement System as lead plaintiff. On July 20, 2026, plaintiffs filed an amended complaint, adding additional named plaintiffs Miami Fire Fighters’ and Police Officers’ Retirement Trust and Detroit General
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Retirement System, and additionally alleging violation of Section 20A of the Securities Exchange Act of 1934 against a current officer.
On March 16, 2026, purported Company shareholder Greg Valen (the “Valen Derivative Complaint”), and on April 23, 2026, purported Company shareholder Elliot Feder (the “Feder Derivative Complaint”), and on July 9, 2026, purported Company shareholder Vladimir Gusinsky Revocable Trust (the “Gusinsky Derivative Complaint”), and on July 10, 2026, purported Company shareholders Joseph Crognale and Feghali Foods, Inc. PSP (the “Crognale Derivative Complaint”), each filed a shareholder derivative complaint in the United States District Court for the District of Massachusetts against the Company and certain current and former officers and directors, each containing substantially the same set of factual allegations as those asserted in the related securities class action case above, with the Gusinsky and Crognale Derivative Complaints also including allegations concerning the safety of batteries in the Company’s Accolade products. Each complaint seeks, among other relief, unspecified compensatory damages, unspecified equitable relief, and costs and expenses. The Valen and Feder matters have been consolidated, and the Gusinksy and Crognale matters have been consolidated, and all have been stayed until the final resolution of the anticipated motion to dismiss in the related securities class action case.
On March 23, 2026, the Company received a letter dated March 18, 2026, from a purported Company shareholder, Roberta Poznick, demanding that the Company’s Board of Directors take action against certain current and former officers and directors and other unidentified individuals and entities relating to substantially the same set of factual allegations as those asserted in the related securities class action case above.
NOTE I – WEIGHTED AVERAGE SHARES OUTSTANDING
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Weighted average shares outstanding — basic | |||||||||||||||||||||||
| Net effect of common stock equivalents | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Stock options outstanding(1) | |||||||||||||||||||||||
(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.
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 three million shares of our common stock in the third quarter of 2026, approximately six million shares of our common stock in the first nine months of 2026, approximately two million shares in the third quarter of 2025 and approximately eight million shares in the first nine months of 2025. Shares were issued following the exercise of stock options, vesting of restricted stock units or purchases under our employee stock purchase plan.
Share Repurchase
On February 18, 2026, our Board of Directors approved a $4.000 billion increase to our existing authorization to repurchase up to $1.000 billion of our common stock, increasing the total repurchase authorization to $5.000 billion. On May 18, 2026, we entered into an accelerated share repurchase agreement (the ASR agreement) with JPMorgan Chase Bank, National Association (JPMorgan), to repurchase $2.000 billion of our common stock. On May 19, 2026, under the terms of the ASR agreement, we made an aggregate upfront payment of $2.000 billion to JPMorgan and received an initial delivery of approximately 30 million shares of our common stock, representing approximately 80 percent of the transaction value based on the closing price of our
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common stock on May 15, 2026. The final settlement occurred on June 12, 2026, and we received approximately 10 million additional shares of our common stock.
The total number of shares repurchased under the ASR agreement was based on the volume-weighted average price of our common stock during the repurchase period, less adjustments pursuant to the terms and conditions of the ASR agreement. The total number of shares repurchased under the ASR agreement are held as treasury stock within our accompanying unaudited consolidated balance sheets. As of September 30, 2026, we had $3.000 billion remaining available under the share repurchase authorization. We did not repurchase any shares of our common stock in the first nine months of 2025.
The initial repurchase of our common stock and final settlement reduced the weighted average shares outstanding used to calculate basic and diluted earnings per share. The initial repurchase of our common stock was accounted for as a reduction of stockholders’ equity within our accompanying unaudited consolidated balance sheets. The remainder was accounted for as an unsettled forward contract indexed to our common stock until the final settlement occurred. The forward contract was classified as equity through the final settlement date in accordance with FASB ASC Topic 815.
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. In the fourth quarter of 2025, we reorganized our operating segments; this change had no impact on our reportable 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), litigation-related net charges (credits), European Union (EU) Medical Device Regulation (MDR) implementation costs, and the International Emergency Economic Powers Act (IEEPA) tariff refund. 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 strategic plan, annual operating plan and other forecasting cycles. During these forecasting cycles, the CODM compares budget versus actual results to evaluate both internal and external events and conditions, 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.
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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. Prior period amounts have been restated at constant currency to conform to current year presentation.
| Three Months Ended September 30, 2026 | |||||||||||||||||
(in millions, except percentages) | MedSurg | % of Net Sales | Cardiovascular | % of Net Sales | Total | ||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | ( | ||||||||||||||||
| Total net sales | $ | ||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
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 | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
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| Three Months Ended September 30, 2025 | |||||||||||||||||
(in millions, except percentages) | MedSurg | % of Net Sales | Cardiovascular | % of Net Sales | Total | ||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | ( | ||||||||||||||||
| Total net sales | $ | ||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
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 | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
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| Nine Months Ended September 30, 2026 | |||||||||||||||||
(in millions, except percentages) | MedSurg | % of Net Sales | Cardiovascular | % of Net Sales | Total | ||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | |||||||||||||||||
| Total net sales | $ | ||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
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), EU MDR implementation costs, and the IEEPA tariff refund | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
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| Nine Months Ended September 30, 2025 | |||||||||||||||||
(in millions, except percentages) | MedSurg | % of Net Sales | Cardiovascular | % of Net Sales | Total | ||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | ( | ||||||||||||||||
| Total net sales | $ | ||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
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 | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
(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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| MedSurg | $ | $ | $ | $ | |||||||||||||||||||
| Cardiovascular | |||||||||||||||||||||||
| Consolidated depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
| As of | |||||||||||
Total assets (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| MedSurg | $ | $ | |||||||||
| Cardiovascular | |||||||||||
| Total assets of reportable segments | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| All other corporate assets | |||||||||||
| $ | $ | ||||||||||
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| As of | |||||||||||
Long-lived assets (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| U.S. | $ | $ | |||||||||
| Ireland | |||||||||||
| Costa Rica | |||||||||||
| Other countries | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
Operating lease right-of-use assets in Other long-term assets | |||||||||||
| $ | $ | ||||||||||
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. In the fourth quarter of 2025, we reorganized our business structure into four 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. We have revised prior periods to conform to current year presentation.
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Businesses | U.S. | Int'l | Total | U.S. | Int'l | Total | |||||||||||||||||||||||||||||
| Endoscopy | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Urology | |||||||||||||||||||||||||||||||||||
| Neuromodulation | |||||||||||||||||||||||||||||||||||
| MedSurg | |||||||||||||||||||||||||||||||||||
| Interventional Cardiology & Vascular Therapies | |||||||||||||||||||||||||||||||||||
| Watchman | |||||||||||||||||||||||||||||||||||
| Electrophysiology | |||||||||||||||||||||||||||||||||||
| Cardiac Rhythm Management | |||||||||||||||||||||||||||||||||||
| Interventional Oncology & Embolization | |||||||||||||||||||||||||||||||||||
| Cardiovascular | |||||||||||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Businesses | U.S. | Int'l | Total | U.S. | Int'l | Total | |||||||||||||||||||||||||||||
| Endoscopy | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Urology | |||||||||||||||||||||||||||||||||||
| Neuromodulation | |||||||||||||||||||||||||||||||||||
| MedSurg | |||||||||||||||||||||||||||||||||||
| Interventional Cardiology & Vascular Therapies | |||||||||||||||||||||||||||||||||||
| Watchman | |||||||||||||||||||||||||||||||||||
| Electrophysiology | |||||||||||||||||||||||||||||||||||
| Cardiac Rhythm Management | |||||||||||||||||||||||||||||||||||
| Interventional Oncology & Embolization | |||||||||||||||||||||||||||||||||||
| Cardiovascular | |||||||||||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Refer to Note J – Segment Reporting for information on our reportable segments.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Geographic Regions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||
| Latin America and Canada | |||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | |||||||||||||||||||
Deferred Revenue
Contract liabilities are classified as Other current liabilities and Other long-term liabilities within our accompanying unaudited consolidated balance sheets. Our deferred revenue balance was $711 million as of September 30, 2026 and $682 million as of December 31, 2025. Our contract liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System within our Cardiovascular 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 II+™ Insertable Cardiac Monitor system, also within our Cardiovascular business, for which revenue is recognized over the average service period based on device longevity and usage. We recognized revenue of $74 million in the third quarter and $229 million in the first nine months of 2026 that was included in the above contract liability balance as of December 31, 2025. 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
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:
36
| (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, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| (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 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| (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, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | |||||||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||||||||
| Total other comprehensive income (loss) | |||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| (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 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | |||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
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.
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NOTE M - RESTRUCTURING-RELATED ACTIVITIES
2026 Restructuring Plan
On July 21, 2026, our Board of Directors approved, and we committed to, a new global restructuring program (the 2026 Restructuring Plan). The 2026 Restructuring Plan is intended to support our efforts to drive sustained cost efficiencies and enable continued growth by ensuring that we are structured and resourced to support our strategic priorities.
Key activities under the 2026 Restructuring Plan will include supply chain optimization, including transferring certain production lines among facilities, targeted functional transformation and organizational structure evolution to drive sustained cost efficiencies. These activities were initiated in July 2026 and are expected to be substantially completed by the end of 2029.
While new jobs are created in areas of growth and resources are deployed to support our portfolio and global market needs, we do expect some headcount reductions to result from these restructuring activities.
The implementation of the 2026 Restructuring Plan is estimated to result in total pre-tax charges of approximately $700 million to $800 million, of which approximately $600 million to $700 million is expected to result in future cash outlays, and reduce gross annual pre-tax expenses by approximately $500 million as program benefits are realized. We expect a portion of the savings to be reinvested in strategic growth initiatives.
The following table provides a summary of our estimates of total pre-tax charges and the cumulative pre-tax charges associated with the 2026 Restructuring Plan by major type of cost:
Type of Cost (in millions) | Total Estimated Amount Expected to be Incurred | Total Amount Incurred | |||||||||||||||
Transfer costs (1) | $ | - | $ | $ | |||||||||||||
Termination benefits(2) | - | ||||||||||||||||
Other(3) | - | ||||||||||||||||
| $ | - | $ | $ | ||||||||||||||
(1) Represents costs to transfer product manufacturing lines between geographically dispersed facilities.
(2) Includes severance and other employee-related costs.
(3) Consists of consulting fees and costs associated with contractual cancellations as well as other costs directly related to the restructuring program, including program management, accelerated depreciation and fixed asset write-offs.
2023 Restructuring Plan
We previously undertook a global restructuring program that began in February 2023 and was expanded in July 2025 (the 2023 Restructuring Plan). The activities associated with the 2023 Restructuring Plan, including the expansion, were fully completed during the second quarter of 2026. We have recorded related costs of $748 million since the inception of the 2023 Restructuring Plan, which included $357 million of transfer costs, $115 million of termination benefits, and $276 million of other charges.
The following presents costs (credits) by major type and line item within our accompanying unaudited condensed consolidated statements of operations associated with our restructuring plans:
Three Months Ended September 30, 2026 (in millions) | Transfer Costs | Termination Benefits | Other | Total | |||||||||||||||||||
Restructuring net charges (credits)(1) | $ | $ | $ | $ | |||||||||||||||||||
Restructuring-related net charges (credits)(2) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Three Months Ended September 30, 2025 (in millions) | Transfer Costs | Termination Benefits | Other | Total | |||||||||||||||||||
Restructuring net charges (credits)(1) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
Restructuring-related net charges (credits)(2) | |||||||||||||||||||||||
| $ | $ | ( | $ | $ | |||||||||||||||||||
38
Nine Months Ended September 30, 2026 (in millions) | Transfer Costs | Termination Benefits | Other | Total | |||||||||||||||||||
Restructuring net charges (credits)(1) | $ | $ | $ | $ | |||||||||||||||||||
Restructuring-related net charges (credits)(2) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Nine Months Ended September 30, 2025 (in millions) | Transfer Costs | Termination Benefits | Other | Total | |||||||||||||||||||
Restructuring net charges (credits)(1) | $ | $ | $ | $ | |||||||||||||||||||
Restructuring-related net charges (credits)(2) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(1) These charges are recorded in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 420, Exit or Disposal Cost Obligations and FASB ASC Topic 712, Compensation - Nonretirement Postemployment Benefits.
(2) These charges are primarily recorded within Cost of products sold, SG&A expenses and R&D expenses
Our restructuring liability is primarily comprised of accruals for termination benefits. The following table presents our restructuring reserve balance:
| As of | |||||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Restructuring reserve balance | $ | $ | |||||||||
NOTE N – 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. During the third quarter of 2026, we implemented the following standard on a prospective basis, which did not have a material impact on our unaudited consolidated financial statements:
ASC Update No. 2025-07
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 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.
Standards to be Implemented
In November 2024, the FASB issued ASC Update No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. 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 unaudited consolidated financial statements.
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In September 2025, the FASB issued ASC Update No. 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. 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 do not expect the adoption of Update No. 2025-06 to have a material impact to our unaudited 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties. Our mission is to transform lives through innovative medical solutions that improve the health of patients around the world. As a medical technology leader for more than 45 years, we have advanced the practice of less-invasive medicine by helping physicians and other medical professionals diagnose and treat a wide range of diseases and medical conditions and improve patients’ quality of life by providing alternatives to surgery and other medical procedures that are typically traumatic to the body. We advance science for life by providing a broad range of high-performance solutions to address unmet patient needs and reduce the cost of healthcare. When used in this report, the terms "we," "us," "our" and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries.
Executive Summary
The following section describes some of our financial highlights and trends on a consolidated basis. For additional information on our business units and product offerings, refer to Item 1. Business of our most recent Annual Report on Form 10-K.
| (in millions, except percentages and per share data) | Three Months Ended September 30, | 2026 versus 2025 | 2026 versus 2025 | ||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Reported net sales | $ | 5,138 | $ | 5,065 | $ | 74 | 1.5 | % | |||||||||||||||
| Reported net income (loss) attributable to Boston Scientific common stockholders | 582 | 755 | (173) | (22.9) | % | ||||||||||||||||||
Adjusted net income (loss) attributable to Boston Scientific common stockholders (non-GAAP measure) | 1,063 | 1,124 | (62) | (5.5) | % | ||||||||||||||||||
| Net income (loss) per common share — diluted | 0.40 | 0.51 | (0.10) | (20.6) | % | ||||||||||||||||||
Adjusted net income (loss) per common share — diluted (non-GAAP measure) | 0.73 | 0.75 | (0.02) | (2.6) | % | ||||||||||||||||||
| (in millions, except percentages and per share data) | Nine Months Ended September 30, | 2026 versus 2025 | 2026 versus 2025 | ||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Reported net sales | $ | 15,784 | $ | 14,788 | $ | 995 | 6.7 | % | |||||||||||||||
| Reported net income (loss) attributable to Boston Scientific common stockholders | 2,830 | 2,226 | 603 | 27.1 | % | ||||||||||||||||||
Adjusted net income (loss) attributable to Boston Scientific common stockholders (non-GAAP measure) | 3,527 | 3,372 | 155 | 4.6 | % | ||||||||||||||||||
| Net income (loss) per common share — diluted | 1.92 | 1.49 | 0.43 | 28.8 | % | ||||||||||||||||||
Adjusted net income (loss) per common share — diluted (non-GAAP measure) | 2.39 | 2.26 | 0.14 | 6.0 | % | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| 2026 versus 2025 | 2026 versus 2025 | ||||||||||
| Net sales reported growth | 1.5 | % | 6.7 | % | |||||||
| Impact of foreign currency fluctuations | 0.0 | % | (0.9) | % | |||||||
| Net sales operational growth (non-GAAP measure) | 1.5 | % | 5.8 | % | |||||||
| Impact of certain acquisitions and divestitures | — | % | — | % | |||||||
| Net sales organic growth (non-GAAP measure) | 1.5 | % | 5.8 | % | |||||||
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In August 2026, we identified a cybersecurity incident that affected certain of our information technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders (the cybersecurity incident). We worked diligently, with the assistance of third-party cybersecurity experts, to investigate, assess and contain the impact of the incident and to restore operations. The cybersecurity incident caused significant disruption to our business operations and materially impacted our third quarter financial results. For additional information on the risks related to the cybersecurity incident and its impact on our business, financial condition and results of operations, refer to Part II, Item 1A. of this Quarterly Report on Form 10-Q (this Quarterly Report).
During the third quarter of 2026, the increase in our reported net sales was primarily driven by innovation and strong commercial execution in our Interventional Cardiology and Vascular Therapies (ICVT) business unit, offset by disruptions to manufacturing and order fulfillment resulting from the cybersecurity incident and increased competition within our Electrophysiology business unit as well as a deceleration in the left atrial appendage closure (LAAC) market, impacting WATCHMAN™ procedures. During the first nine months of 2026, the increase in our reported net sales was primarily driven by our ICVT and Electrophysiology business units, offset by increased competition within our Electrophysiology business unit and a deceleration in the LAAC market, impacting WATCHMAN™ procedures. Refer to Results of Operations for a discussion of our net sales by business.
During the third quarter of 2026, the decrease in our reported net income attributable to Boston Scientific common stockholders was primarily driven by disruptions to manufacturing and order fulfillment as well as higher supply chain costs due to idle production time related to the cybersecurity incident and higher litigation-related net charges. During the first nine months of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales and a discrete tax benefit recorded in the first quarter of 2026, offset by higher costs related to the cybersecurity incident. Refer to Tax Rate for additional details pertaining to the discrete tax benefit.
To supplement our unaudited consolidated financial statements prepared on a generally accepted accounting principles in the United States (GAAP) basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted. Operational net sales growth excludes the impact of foreign currency fluctuations. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. There were no applicable acquisitions in the first nine months of 2026 or 2025. Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance.
Adjusted measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted, exclude certain items required by GAAP, are not prepared in accordance with GAAP and should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP measure. Refer to Additional Information for a discussion of management’s use of these non-GAAP financial measures.
Macroeconomic Environment
Our business is affected by global macroeconomic and geopolitical conditions. There continues to be significant uncertainty with respect to global trade policies, including changing tariff rates, tariff imposition delays, and the potential for reciprocal restrictive trade policies by the U.S. or other governments around the world, which could adversely impact our operations and results. We may also experience higher distribution costs and supply chain disruptions, including those arising from global conflicts and energy market volatility. While we seek to mitigate these impacts, their extent and duration remain uncertain and could negatively impact our business and results of operations. For additional information, refer to Item 1A. Risk Factors and Macroeconomic Environment contained in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our most recent Annual Report on Form 10-K.
Results of Operations
Net Sales
The following section describes our net sales by reportable segment and business. In the fourth quarter of 2025, an organizational change combined our legacy Cardiology and Peripheral Interventions businesses into a single Cardiovascular business. We have revised prior periods to conform to the current year presentation. The change had no impact on our
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reportable segments. For additional information on our business units and product offerings, refer to Item 1. Business of our most recent Annual Report on Form 10-K.
| Increase/(Decrease) | |||||||||||||||||||||||||||||||||||||||||||||||
(in millions, except percentages) | Three Months Ended September 30, | $ | Reported Basis | Impact of Foreign Currency Fluctuations | Operational Basis | Impact of Certain Acquisitions / Divestitures(1) | Organic Basis | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Endoscopy | $ | 741 | $ | 747 | $ | (6) | (0.8) | % | 0.1 | % | (0.6) | % | — | % | (0.6) | % | |||||||||||||||||||||||||||||||
| Urology | 661 | 682 | (22) | (3.2) | % | 0.1 | % | (3.1) | % | — | % | (3.1) | % | ||||||||||||||||||||||||||||||||||
| Neuromodulation | 331 | 293 | 38 | 13.1 | % | (0.1) | % | 13.0 | % | — | % | 13.0 | % | ||||||||||||||||||||||||||||||||||
| MedSurg | 1,733 | 1,722 | 11 | 0.6 | % | 0.1 | % | 0.7 | % | — | % | 0.7 | % | ||||||||||||||||||||||||||||||||||
| Cardiovascular | 3,406 | 3,343 | 63 | 1.9 | % | (0.0) | % | 1.9 | % | — | % | 1.9 | % | ||||||||||||||||||||||||||||||||||
| Net Sales | $ | 5,138 | $ | 5,065 | $ | 74 | 1.5 | % | 0.0 | % | 1.5 | % | — | % | 1.5 | % | |||||||||||||||||||||||||||||||
| Increase/(Decrease) | |||||||||||||||||||||||||||||||||||||||||||||||
(in millions, except percentages) | Nine Months Ended September 30, | $ | Reported Basis | Impact of Foreign Currency Fluctuations | Operational Basis | Impact of Certain Acquisitions / Divestitures(1) | Organic Basis | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Endoscopy | $ | 2,270 | $ | 2,157 | $ | 114 | 5.3 | % | (1.0) | % | 4.3 | % | — | % | 4.3 | % | |||||||||||||||||||||||||||||||
| Urology | 1,991 | 1,992 | (1) | (0.1) | % | (0.6) | % | (0.6) | % | — | % | (0.6) | % | ||||||||||||||||||||||||||||||||||
| Neuromodulation | 990 | 866 | 124 | 14.3 | % | (0.8) | % | 13.5 | % | — | % | 13.5 | % | ||||||||||||||||||||||||||||||||||
| MedSurg | 5,252 | 5,015 | 237 | 4.7 | % | (0.8) | % | 3.9 | % | — | % | 3.9 | % | ||||||||||||||||||||||||||||||||||
| Cardiovascular | 10,532 | 9,773 | 759 | 7.8 | % | (0.9) | % | 6.8 | % | — | % | 6.8 | % | ||||||||||||||||||||||||||||||||||
| Net Sales | $ | 15,784 | $ | 14,788 | $ | 995 | 6.7 | % | (0.9) | % | 5.8 | % | — | % | 5.8 | % | |||||||||||||||||||||||||||||||
(1) There were no applicable acquisitions in the third quarter and first nine months of 2026 or 2025.
MedSurg
Endoscopy
Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. In the third quarter of 2026, reported net sales declines were primarily driven by operational disruptions related to the cybersecurity incident, and volume-based procurement (VBP) in China. In the first nine months of 2026, reported net sales growth was primarily driven by our biliary franchise, led by our AXIOS™ Stent and Delivery System, offset by operational disruptions related to the cybersecurity incident.
Urology
Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. In the third quarter and first nine months of 2026, reported net sales declines were primarily driven by operational disruptions related to the cybersecurity incident, underperformance in the stone franchise due to VBP in China, as well as commercial disruption in our sacral neuromodulation franchise.
Neuromodulation
Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. In the third quarter and first nine months of 2026, reported net sales growth was primarily driven by our comprehensive pain portfolio, led by our Nalu Peripheral Nerve Stimulation System and Intracept™ Intraosseous Nerve Ablation System, and our deep brain stimulation franchise.
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Cardiovascular
Our Cardiovascular business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart, as well as products to diagnose and treat peripheral arterial and venous diseases and various forms of cancer. In the third quarter of 2026, reported net sales growth was primarily driven by our coronary therapies (CT) franchise, led by our AGENT™ Drug-Coated Balloon, offset by operational disruptions related to the cybersecurity incident. In the first nine months of 2026, reported net sales growth was primarily driven by our CT franchise, led by our AGENT™ Drug-Coated Balloon, and our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System, offset by operational disruptions related to the cybersecurity incident. Net sales for the third quarter and first nine months of 2026 were also impacted by increased competition within our Electrophysiology business unit and a deceleration in the LAAC market, impacting WATCHMAN™ procedures.
Gross Profit
Our gross profit was $3.428 billion during the third quarter of 2026, $3.542 billion during the third quarter of 2025, $10.890 billion for the first nine months of 2026, and $10.175 billion for the first nine months of 2025. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:
| Three Months | Nine Months | ||||||||||
| Period ended September 30, 2025 | 69.9% | 68.8% | |||||||||
| Sales pricing, volume and mix | (0.3)% | 0.3% | |||||||||
| Net impact of foreign currency fluctuations | (0.2)% | (0.5)% | |||||||||
| Abnormal production variances from cybersecurity incident | (1.7)% | (0.5)% | |||||||||
| All other, including inventory charges and other period expenses | (1.1)% | 0.8% | |||||||||
| Period ended September 30, 2026 | 66.7% | 69.0% | |||||||||
In the third quarter of 2026, the primary factors that impacted gross profit margin were higher manufacturing and supply chain costs due to idle production time related to the cybersecurity incident, as well as investments in our global supply chain and quality systems. These factors also impacted gross profit margin during the first nine months of 2026, along with an unfavorable impact from foreign currency, offset by the benefit recognized in connection with the recovery of previously incurred tariffs, a decrease in inventory charges, and a decrease in the impact of inventory step-up adjustments associated with acquisitions.
Operating Expenses
The following table provides a summary of our key operating expenses:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
(in millions, except percentages) | $ | % of Net Sales | $ | % of Net Sales | $ | % of Net Sales | $ | % of Net Sales | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 1,683 | 32.7 | % | $ | 1,741 | 34.4 | % | $ | 5,266 | 33.4 | % | $ | 5,053 | 34.2 | % | |||||||||||||||||||
| Research and development expenses | 520 | 10.1 | % | 514 | 10.1 | % | 1,589 | 10.1 | % | 1,483 | 10.0 | % | |||||||||||||||||||||||
Selling, General and Administrative (SG&A) Expenses
During the third quarter of 2026, SG&A expenses decreased $58 million, or 3 percent, compared to the prior year period and were 160 basis points lower as a percentage of net sales. This decrease was primarily driven by disciplined spend control, offset by incremental expenses incurred as a result of the cybersecurity incident. During the first nine months of 2026, SG&A expenses increased $213 million, or 4 percent, compared to the prior year period and were 80 basis points lower as a percentage of net sales. This increase was primarily driven by selling expenses associated with higher net sales and incremental expenses incurred as a result of the cybersecurity incident, partially offset by disciplined spend control.
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Research and Development (R&D) Expenses
We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the third quarter of 2026, R&D expenses increased $6 million, or 1 percent, compared to the prior year period and were relatively flat as a percentage of net sales. During the first nine months of 2026, R&D expenses increased $106 million, or 7 percent, compared to the prior year period and were relatively flat as a percentage of net sales. The increase in R&D expenses in both periods was primarily driven by investments across our businesses in order to maintain a pipeline of products that we believe will contribute to future sales growth.
Other Operating Expenses
The following provides a summary of certain of our other operating expenses, which are excluded by management for purposes of evaluating operating performance; refer to Additional Information for a further description.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 versus 2025 | 2026 versus 2025 | 2026 | 2025 | 2026 versus 2025 | 2026 versus 2025 | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||
| Amortization expense | $ | 234 | $ | 225 | $ | 9 | 4.0 | % | $ | 699 | $ | 669 | $ | 30 | 4.5 | % | |||||||||||||||||||||||||||||||
Restructuring and Restructuring-related Net Charges (Credits)
On July 21, 2026, our Board of Directors approved, and we committed to, a new global restructuring program (the 2026 Restructuring Plan). The 2026 Restructuring Plan is intended to support our efforts to drive sustained cost efficiencies and enable continued growth by ensuring that we are structured and resourced to support our strategic priorities. The 2026 Restructuring Plan is expected to result in total pre-tax charges of approximately $700 million to $800 million, of which approximately $600 million to $700 million is expected to result in future cash outlays, and reduce gross annual pre-tax expenses by approximately $500 million as program benefits are realized. We expect a portion of the savings to be reinvested in strategic growth initiatives. We have recorded related costs of $102 million since the inception of the 2026 Restructuring Plan.
We previously undertook a global restructuring program that began in February 2023 and was expanded in July 2025 (the 2023 Restructuring Plan). The activities associated with the 2023 Restructuring Plan, including the expansion, were fully completed during the second quarter of 2026. We have recorded related costs of $748 million since the inception of the 2023 Restructuring Plan.
For additional information related to our restructuring plans, including associated net charges (credits) recorded for the three and nine months ended September 30, 2026 and the corresponding prior year periods, refer to Note M - Restructuring-Related Activities to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Tax Rate
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Reported tax rate | 20.8 | % | 19.5 | % | 4.5 | % | 17.2 | % | |||||||||||||||
Impact of certain receipts/charges(1) | (3.3) | % | (1.4) | % | 13.0 | % | 0.9 | % | |||||||||||||||
| Rate from continuing operations | 17.6 | % | 18.1 | % | 17.4 | % | 18.1 | % | |||||||||||||||
(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.
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In the third quarter of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to discrete charges primarily related to return-to-provision adjustments.
In the first nine months of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to a discrete tax benefit of $383 million to reflect a change in the anticipated future tax rate at which we expect to recover certain capitalized expenses.
In the third quarter and first nine months of 2025, the principal reasons for the difference between our tax rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.
We have evaluated the Organization for Economic Cooperation and Development (OECD)'s Pillar Two framework including all issued guidance. Based on that evaluation, the Pillar Two global minimum tax has no impact to our rate from continuing operations in the third quarter of 2026. We continue to monitor legislative adoption by each member country of the OECD’s January 5, 2026 administrative guidance that introduced new safe harbors for U.S.-based multinational companies. While adoption of these safe harbors is important to achieve certainty regarding the exemption of U.S.-based multinational companies and their subsidiaries from certain elements of the OECD global minimum tax framework, the legislative adoption of such guidance will not have a material impact on our tax rate from continuing operations.
See Note G – Income Taxes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional details on our tax rate.
Critical Accounting Policies and Estimates
Our financial results are affected by the selection and application of accounting policies and methods. During the third quarter and first nine months of 2026, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.
Liquidity and Capital Resources
Based on our current business plan, we believe our existing balance of Cash and cash equivalents, future cash generated from operations, access to capital markets and existing credit facilities will be sufficient to fund our operations, invest in our infrastructure, pay our legal-related liabilities, pay taxes due, service and repay our existing debt and fund possible acquisitions for the next 12 months and for the foreseeable future. For additional information on our future payment obligations and commitments, refer to Contractual Obligations and Commitments below and contained in Item 7 of our most recent Annual Report on Form 10-K.
As of September 30, 2026, we had $609 million of unrestricted Cash and cash equivalents on hand. The balance is comprised of $181 million invested in money market funds and time deposits and $428 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer.
On February 26, 2026, we entered into a new $3.000 billion revolving credit agreement (the 2026 Revolving Credit Agreement) with a global syndicate of commercial banks and terminated our previous revolving credit agreement (the 2021 Revolving Credit Agreement). The 2026 Revolving Credit Agreement matures on February 26, 2031, with one-year extension options subject to certain conditions, including certain lender approvals. This credit agreement provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2026 Revolving Credit Agreement. As of September 30, 2026, there was $1.029 billion outstanding under our commercial paper program and no amounts outstanding under the 2026 Revolving Credit Agreement, resulting in an additional $1.971 billion of available liquidity.
On February 26, 2026, we entered into a $2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is 364 days from the earlier of (i) the date that any loans under the 364-Day Revolving Credit Agreement are available to be drawn on, or (ii) the closing of our pending acquisition of Penumbra, Inc. (Penumbra). In addition, on February 26, 2026, we entered into a $6.000 billion term loan credit agreement (the Term Loan Credit Agreement) with a global syndicate of commercial banks. The Term Loan Credit Agreement permits us to borrow (i) a 364-day delayed draw term loan in an aggregate principal amount of up to $1.000 billion (the Tranche A Loan), and (ii) a 364-day delayed draw term loan in an
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aggregate amount of up to $5.000 billion (the Tranche B Loan). Each of the Tranche A Loan and the Tranche B Loan may only be drawn upon the closing of our pending acquisition of Penumbra and will mature 364 days thereafter. As of September 30, 2026, we had no amounts outstanding under the 364-Day Revolving Credit Agreement or Term Loan Credit Agreement. For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
The following provides a summary and description of our net cash inflows (outflows):
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Cash provided by (used for) operating activities | $ | 2,870 | $ | 3,170 | |||||||
| Cash provided by (used for) investing activities | (2,984) | (2,128) | |||||||||
| Cash provided by (used for) financing activities | (1,239) | (211) | |||||||||
Operating Activities
During the first nine months of 2026, cash provided by (used for) operating activities decreased $301 million compared to the prior year period primarily due to an increase in working capital-related payments, offset by comparatively higher sales and corresponding operating income.
Investing Activities
During the first nine months of 2026, cash provided by (used for) investing activities included net cash payments of $930 million for acquisitions of multiple businesses, primarily related to Nalu Medical, Inc. and Scivita Medical Technology Co., Ltd., net payments for investments and acquisitions of certain technologies of $1.545 billion, primarily related to the investment in MiRus LLC (MiRus), and purchases of property, plant and equipment and internal use software of $552 million. For more information on our acquisitions and the investment in MiRus, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
During the first nine months of 2025, cash provided by (used for) investing activities included net cash payments of $1.504 billion for acquisitions of multiple businesses, primarily related to Bolt Medical, Inc., SoniVie Ltd. and Cortex, Inc., and purchases of property, plant and equipment and internal use software of $525 million.
Financing Activities
During the first nine months of 2026, cash provided by (used for) financing activities included net proceeds from the issuance of commercial paper of $1.003 billion, a $2.000 billion payment to repurchase shares of our common stock, and a $255 million payment of the remaining balance of 3.750% Senior Notes due March 2026. For more information on our borrowings, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report. For more information on our share repurchase, refer to Note I – Weighted Average Shares Outstanding to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Cash provided by (used for) financing activities in the first nine months of 2025 included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds). The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short-term investments, reduction of short-term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our $500 million 1.900% Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes. During the first nine months of 2025, cash provided by (used for) financing activities also included proceeds from the issuances of common stock pursuant to employee stock compensation and purchase plans of $262 million, partially offset by repayments of commercial paper of $196 million.
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Financial Covenant
As of September 30, 2026, we were in compliance with the financial covenant required by our credit agreements described above.
| Covenant Requirement | Actual | ||||||||||
| as of September 30, 2026 | as of September 30, 2026 | ||||||||||
Maximum permitted leverage ratio(1) | 3.75 times | 1.95 times | |||||||||
(1) Ratio of total debt to deemed consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by each of the 2026 Revolving Credit Agreement, the 364-Day Revolving Credit Agreement and the Term Loan Credit Agreement.
Under each of the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement, we are required to maintain a maximum permitted leverage ratio, as defined in the agreements, of 3.75 times. The credit agreements provide for higher leverage ratios, at our election, for the period following a qualified acquisition, as defined in the agreements, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the applicable credit agreement. The financial covenant is substantially similar to the covenant that was required under the 2021 Revolving Credit Agreement, which we terminated on February 26, 2026. We believe that we have the ability to comply with the financial covenant for the next 12 months.
The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. Permitted exclusions from the calculation of consolidated EBITDA include any non-cash charges and any cash litigation payments (net of any cash litigation receipts), as defined in the credit agreements, provided that the sum of any excluded net cash litigation payments since December 31, 2025 does not exceed $1.160 billion. As of September 30, 2026, we had $1.128 billion of the total permitted exclusion remaining.
Contractual Obligations and Commitments
On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. On May 6, 2026, Penumbra stockholders voted to approve the acquisition. The transaction is expected to be completed in early 2027, subject to the satisfaction of other customary closing conditions, including regulatory clearances. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. The Penumbra business will be integrated into our Cardiovascular division.
On October 2, 2026, we entered into an agreement with funds managed by Blackstone Life Sciences Advisors L.L.C. (Blackstone) to co-fund development activities for our VITALYST™ Temporary Percutaneous Transvalvular Circulatory Support System for the treatment of patients with acute myocardial infarction with cardiogenic shock (the Product). Under the agreement, we are eligible to receive up to $455 million from contract inception through regulatory approval of the Product in the United States, unless otherwise terminated, based on qualifying development costs incurred. Subject to obtaining regulatory approval for the Product in the United States, Blackstone will be eligible to receive fixed regulatory and commercial milestone payments of up to 2.5 times Blackstone's actual funded amount, as well as royalties on net sales upon regulatory approval. Refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for further details.
Additionally, certain of our acquisitions involve the payment of contingent consideration. Refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for further details regarding the estimated potential amount of future contingent consideration we could be required to pay associated with our acquisitions. There have been no other material changes to our contractual obligations and commitments as of September 30, 2026.
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Equity
On February 18, 2026, our Board of Directors approved a $4.000 billion increase to our existing authorization to repurchase up to $1.000 billion of our common stock, increasing the total repurchase authorization to $5.000 billion. On May 18, 2026, we entered into an accelerated share repurchase agreement (the ASR agreement) with JPMorgan Chase Bank, National Association (JPMorgan). On May 19, 2026, under the terms of the ASR agreement, we made an aggregate upfront payment of $2.000 billion to JPMorgan and received an initial delivery of approximately 30 million shares of our common stock, representing approximately 80 percent of the transaction value based on the closing price of our common stock on May 15, 2026. The final settlement occurred on June 12, 2026, and we received approximately 10 million additional shares of our common stock. As of September 30, 2026, we had $3.000 billion remaining available under the share repurchase authorization. We did not repurchase any shares of our common stock in the first nine months of 2025.
Shares of our common stock may be repurchased under the stock repurchase program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs. The extent to which we repurchase shares of our common stock, and the timing of such purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other considerations, as determined by the Company. The stock repurchase program may be suspended or discontinued at any time.
Legal Matters
For a discussion of our material legal proceedings refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report and Note I – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K.
Recent Accounting Pronouncements
Information regarding new accounting pronouncements implemented since December 31, 2025, and relevant accounting pronouncements to be implemented in the future are included in Note N – New Accounting Pronouncements to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.
Additional Information
Use of Non-GAAP Financial Measures
To supplement our unaudited consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share (EPS) that exclude certain charges (credits); operational net sales, which exclude the impact of foreign currency fluctuations; and organic net sales, which exclude the impact of foreign currency fluctuations as well as the impact of certain acquisitions and divestitures with less than a full period of comparable net sales. These non-GAAP financial measures are not in accordance with U.S. GAAP and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes.
To calculate adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share, we exclude certain charges (credits) from GAAP net income and GAAP net income attributable to Boston Scientific common stockholders, which include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), litigation-related net charges (credits), European Union (EU) Medical Device Regulation (MDR) implementation costs, debt extinguishment net charges, deferred tax expenses (benefits), discrete tax items and other charges (credits) as appropriate. Amounts are presented after-tax using our effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB ASC Topic 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." In addition to the explanation below, please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission for an explanation of each of these adjustments and the reasons for excluding each item. The following is an explanation of each incremental or revised adjustment type, since our most recent Annual Report on Form 10-K, that management excluded as part of these non-GAAP financial measures as well as the reason for excluding each item:
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•Restructuring and restructuring-related net charges (credits) - These adjustments primarily represent severance and other compensation-related charges, fixed asset write-offs, contract cancellations, project management fees, facility shut down costs, costs to transfer manufacturing lines between geographically dispersed facilities and other direct costs associated with our restructuring plans. These restructuring plans each consist of distinct initiatives that are fundamentally different from our ongoing, core cost reduction initiatives in terms of, among other things, the frequency with which each action is performed and the required planning, resourcing, cost and timing. Examples of such initiatives include the movement of business activities, facility consolidations and closures and the transfer of product lines between manufacturing facilities, which, due to the highly regulated nature of our industry, requires a significant investment in time and cost to create duplicate manufacturing lines, run product validations and seek regulatory approvals. Restructuring plans take place over a defined timeframe and have a distinct project timeline that requires, and begins subsequent to, approval by our Board of Directors. In contrast to our ongoing cost reduction initiatives, restructuring plans typically result in duplicative cost and exit costs over the defined timeframe and are not considered part of our core, ongoing operations. In addition, we may incur certain charges such as severance and other compensation-related charges, fixed asset write-offs, contract cancellations, facility shutdown costs, and inventory write-downs associated with discontinuations of significant product lines. These restructuring plans and activities are incremental to the core activities that arise in the ordinary course of our business. Restructuring and restructuring-related net charges (credits) are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance.
•Deferred tax expenses (benefits) - These amounts represent significant non-cash tax benefits arising from internal reorganizations or intra-entity asset transfers. The deferred tax effects related to the establishment and subsequent reversal of net deferred tax assets are excluded from management's assessment of operating performance used for making operating decisions and assessing performance.
•IEEPA tariff refund - This amount relates to the benefit recognized in connection with the recovery of previously incurred tariffs imposed under the International Emergency Economic Powers Act (IEEPA) recognized in Cost of products sold within our accompanying unaudited consolidated statements of operations. This amount is excluded from management's assessment of operating performance used for making operating decisions and assessing performance.
The GAAP financial measures most directly comparable to adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share are GAAP net income (loss), GAAP net income (loss) attributable to Boston Scientific common stockholders and GAAP net income (loss) per common share - diluted, respectively.
To calculate operational net sales growth rates, which exclude the impact of foreign currency fluctuations, we convert actual net sales from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior periods. To calculate organic net sales growth rates, we also remove the impact of certain acquisitions and divestitures with less than a full period of comparable net sales. The GAAP financial measure most directly comparable to operational net sales and organic net sales is net sales reported on a GAAP basis.
Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP financial measure are included below and under Executive Summary and Results of Operations above.
Management uses these supplemental non-GAAP financial measures to evaluate performance period over period, to analyze the underlying trends in our business, to assess our performance relative to our competitors and to establish operational goals and forecasts that are used in allocating resources. In addition, management uses these non-GAAP financial measures to further its understanding of the performance of our operating segments. The adjustments excluded from our non-GAAP financial measures are consistent with those excluded from our operating segments’ measures of net sales and profit or loss. These adjustments are excluded from the segment measures reported to our chief operating decision maker that are used to make operating decisions and assess performance.
We believe that presenting adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders, adjusted net income (loss) per share, operational and organic net sales growth rates, in addition to the corresponding GAAP financial measures, provides investors greater transparency to the information used by management for its operational decision-making and allows investors to see our results “through the eyes” of management. We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance.
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The following is a reconciliation of our results of operations prepared in accordance with GAAP to those adjusted results considered by management. Refer to Executive Summary and Results of Operations for a discussion of these reconciling items:
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | ||||||||||||||||||||||||||
| Reported | $ | 733 | $ | 153 | $ | 580 | $ | (2) | $ | 582 | $ | 0.40 | ||||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||||||||
| Amortization expense | 234 | 27 | 207 | 2 | 204 | 0.14 | ||||||||||||||||||||||||||
| Goodwill and other intangible asset impairment charges | 39 | 4 | 35 | — | 35 | 0.02 | ||||||||||||||||||||||||||
| Acquisition/divestiture-related net charges/credits | 90 | 29 | 61 | — | 61 | 0.04 | ||||||||||||||||||||||||||
| Restructuring and restructuring-related net charges/credits | 94 | 18 | 75 | — | 75 | 0.05 | ||||||||||||||||||||||||||
| Litigation-related net charges/credits | 81 | 19 | 63 | — | 63 | 0.04 | ||||||||||||||||||||||||||
| Investment portfolio net losses/gains and impairments | (36) | (8) | (28) | — | (28) | (0.02) | ||||||||||||||||||||||||||
| EU MDR implementation costs | 5 | 1 | 5 | — | 5 | 0.00 | ||||||||||||||||||||||||||
| Deferred tax expenses/benefits | — | (66) | 66 | — | 66 | 0.05 | ||||||||||||||||||||||||||
| Adjusted | $ | 1,240 | $ | 177 | $ | 1,063 | $ | 0 | $ | 1,063 | $ | 0.73 | ||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | ||||||||||||||
| Reported | $ | 939 | $ | 183 | $ | 755 | $ | (0) | $ | 755 | $ | 0.51 | ||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||
| Amortization expense | 225 | 31 | 194 | 2 | 191 | 0.13 | ||||||||||||||
| Goodwill and other intangible asset impairment charges | 0 | 0 | 0 | — | 0 | 0.00 | ||||||||||||||
| Acquisition/divestiture-related net charges/credits | 99 | 4 | 95 | — | 95 | 0.06 | ||||||||||||||
| Restructuring and restructuring-related net charges/credits | 36 | 6 | 30 | — | 30 | 0.02 | ||||||||||||||
| Investment portfolio net losses/gains and impairments | (6) | (1) | (5) | — | (5) | (0.00) | ||||||||||||||
| EU MDR implementation costs | 11 | 2 | 9 | — | 9 | 0.01 | ||||||||||||||
| Deferred tax expenses/benefits | — | (47) | 47 | — | 47 | 0.03 | ||||||||||||||
| Discrete tax items | — | (1) | 1 | — | 1 | 0.00 | ||||||||||||||
| Adjusted | $ | 1,303 | $ | 177 | $ | 1,126 | $ | 2 | $ | 1,124 | $ | 0.75 | ||||||||
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| Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | ||||||||||||||
| Reported | $ | 2,955 | $ | 132 | $ | 2,823 | $ | (6) | $ | 2,830 | $ | 1.92 | ||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||
| Amortization expense | 699 | 82 | 617 | 7 | 610 | 0.41 | ||||||||||||||
| Goodwill and other intangible asset impairment charges | 39 | 4 | 35 | — | 35 | 0.02 | ||||||||||||||
| Acquisition/divestiture-related net charges/credits | 229 | 65 | 164 | — | 164 | 0.11 | ||||||||||||||
| Restructuring and restructuring-related net charges/credits | 170 | 26 | 145 | — | 145 | 0.10 | ||||||||||||||
| Litigation-related net charges/credits | 157 | 35 | 122 | — | 122 | 0.08 | ||||||||||||||
| Investment portfolio net losses/gains and impairments | (175) | (41) | (134) | — | (134) | (0.09) | ||||||||||||||
| EU MDR implementation costs | 19 | 2 | 17 | — | 17 | 0.01 | ||||||||||||||
| IEEPA tariff refund | (83) | (7) | (77) | — | (77) | (0.05) | ||||||||||||||
| Deferred tax expenses/benefits | — | 184 | (184) | — | (184) | (0.13) | ||||||||||||||
| Adjusted | $ | 4,011 | $ | 482 | $ | 3,528 | $ | 1 | $ | 3,527 | $ | 2.39 | ||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | ||||||||||||||
| Reported | $ | 2,685 | $ | 463 | $ | 2,222 | $ | (4) | $ | 2,226 | $ | 1.49 | ||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||
| Amortization expense | 669 | 93 | 576 | 7 | 570 | 0.38 | ||||||||||||||
| Goodwill and other intangible asset impairment charges | 46 | 8 | 37 | — | 37 | 0.02 | ||||||||||||||
| Acquisition/divestiture-related net charges/credits | 156 | (1) | 157 | — | 157 | 0.10 | ||||||||||||||
| Restructuring and restructuring-related net charges/credits | 247 | 32 | 215 | — | 215 | 0.14 | ||||||||||||||
| Investment portfolio net losses/gains and impairments | (0) | 0 | (0) | — | (0) | (0.00) | ||||||||||||||
| EU MDR implementation costs | 34 | 5 | 29 | — | 29 | 0.02 | ||||||||||||||
| Deferred tax expenses/benefits | — | (139) | 139 | — | 139 | 0.09 | ||||||||||||||
| Discrete tax items | — | (1) | 1 | — | 1 | 0.00 | ||||||||||||||
| Adjusted | $ | 3,836 | $ | 461 | $ | 3,375 | $ | 3 | $ | 3,372 | $ | 2.26 | ||||||||
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We develop, manufacture and sell medical devices globally and our earnings and cash flows are exposed to market risk from changes in currency exchange rates and interest rates. We address these risks through a risk management program that includes the use of derivative financial instruments. We operate the program pursuant to documented corporate risk management policies. We do not enter derivative transactions for speculative purposes. Gains and losses on derivative financial instruments substantially offset losses and gains on underlying hedged exposures. Furthermore, we manage our exposure to counterparty risk on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.
Our currency risk consists primarily of foreign currency denominated firm commitments, forecasted foreign currency denominated intercompany and third-party transactions and net investments in certain subsidiaries. We use both nonderivative (primarily European manufacturing operations) and derivative instruments to manage our earnings and cash flow exposure to changes in currency exchange rates. We had currency derivative instruments outstanding in the contract amount of $17.138 billion as of September 30, 2026 and $12.726 billion as of December 31, 2025. A ten percent appreciation in the U.S. dollar’s value relative to the hedged currencies would increase the derivative instruments’ fair value by $895 million as of September 30, 2026 compared to $804 million as of December 31, 2025. A ten percent depreciation in the U.S. dollar’s value relative to the hedged currencies would decrease the derivative instruments’ fair value by $1.097 billion as of September 30, 2026 compared to $982 million as of December 31, 2025. Any increase or decrease in the fair value of our currency exchange rate sensitive derivative instruments would be substantially offset by a corresponding decrease or increase in the fair value of the hedged underlying asset, liability or forecasted transaction, resulting in minimal impacts on our unaudited consolidated statements of operations.
Our interest rate risk relates primarily to U.S. dollar and euro-denominated borrowings partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. We had no interest rate derivative instruments outstanding as of September 30, 2026 or December 31, 2025. As of September 30, 2026, $10.847 billion in aggregate principal amount of our outstanding debt obligations was at fixed interest rates, representing approximately 91% of our total debt, on an amortized cost basis. As of September 30, 2026, our outstanding debt obligations at fixed interest rates were comprised of senior notes.
Refer to Note D – Hedging Activities and Fair Value Measurements to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our derivative financial instruments.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer (CEO) and our Executive Vice President and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to ensure that material information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and ensure that such material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, our CEO and CFO concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
Previously, we began a multi-year implementation of a new global enterprise resource planning (ERP) system, which will replace our existing system. The implementation has been occurring in phases and will continue over the next several years. As each phase is completed, our related internal controls may change and are updated accordingly. During the third quarter of 2026, there were no changes to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As future phases are implemented, we expect the changes to have a material impact on our internal controls over financial reporting and we will evaluate whether these process changes necessitate further changes in the design of and testing for effectiveness of internal controls over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
For a discussion of important risks and uncertainties that may affect our business, financial condition and results of operations, see Item 1A. Risk Factors in our most recent Annual Report on Form 10-K. The risk factors disclosed in our Annual Report on Form 10-K should be read in conjunction with the following updates and are supplemented by the disclosures below:
Business and Operational Risks
We rely on the proper function, availability and security of information technology systems to operate our business and cybersecurity incidents or other breaches of our systems have adversely affected, and could in the future adversely affect, our business, financial condition or results of operations.
We rely on information and operational technology systems, including technology from third party vendors, to manufacture and distribute our products, as well as to process, transmit and store electronic information in our day-to-day operations. Similar to other large multi-national companies, the size and complexity of our IT environment, coupled with advancements in artificial intelligence and sophistication of techniques, make them targets for a cyber-attack, malicious intrusion, breakdown, destruction, loss of data privacy, theft of intellectual property or other significant intentional and unlawful disruption. On August 25, 2026, we identified a cybersecurity incident that affected certain of our information technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders. The cybersecurity incident caused significant disruption to our business operations and materially impacted our results of operations for the third quarter of 2026. While our operations have since been fully restored, we may not recover all of the revenue impacted by the incident and we may experience further impacts, including a potential loss of market share, or other adverse financial, legal, regulatory or reputational impacts. Civil legal claims have been filed, and we may face regulatory scrutiny related to the incident. We are unable to predict the outcome or timeline of these matters or whether additional lawsuits, inquiries or investigations may arise. We also expect to incur increased expenses in connection with our response and remediation of the incident and strengthening of our cybersecurity program. Although we have invested, and expect to continue to invest in measures to address cybersecurity threats, the techniques used in cyberattacks change frequently and may be difficult to anticipate or prevent. These measures may not be effective in preventing future cybersecurity incidents, and any such incident could have a material adverse effect on our business, financial condition or results of operations.
Further, as part of our response and remediation efforts for the incident, we used, and in any future incident may need to use, manual processes or other alternatives to our systems for a period of time. Such alternatives may be less efficient and may increase the risk of errors, delays or data integrity issues, including with respect to information collected or processed during a disruption, which could in turn adversely affect our internal processes and controls, including those supporting financial and operational reporting.
In addition, malicious actors have attempted, and may in the future attempt, to deceive employees, including through various social engineering techniques, to disclose information to gain access to our systems and/or data, and such attempts have from time to time resulted in unauthorized access to certain data, which has required, and may in the future require, us to notify affected individuals or regulators. As the methods of cyber-attacks advance, the steps that we may need to take to investigate cybersecurity incidents may not be immediately clear, and it may take a significant amount of time for such investigations to be completed and full and reliable information about such incidents to be known. Further, adverse impacts to the availability, integrity, or confidentiality of our systems or data could require us to incur additional costs to modify or enhance our systems, or to try to prevent or remediate future cyber-attacks. Modifying or enhancing our systems may result in unanticipated or prolonged disruption events, which could have a material adverse effect on our business operations and financial results.
Interruption of our supply chain or manufacturing operations has adversely affected, and could in the future adversely affect, our business, results of operations and financial condition.
Our products are designed and manufactured in technology centers around the world, either by us or third parties. In most cases, the manufacturing of any specific product is concentrated in one or a few locations. Factors such as a failure to follow specific
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internal protocols and procedures, results of regulatory inspections of our manufacturing facilities, equipment malfunction, environmental factors, cybersecurity incidents or damage to one or more of our facilities could adversely affect our ability to manufacture or distribute our products. The August 2026 cybersecurity incident affected certain of our technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders. We may experience additional cyberattacks in the future and/or further impacts resulting from the August 2026 incident. While we resumed our operations within weeks of the incident, in the event of a future interruption to our operations, we may be unable to quickly restore operations or move to alternate means of producing affected products or to meet customer demand. As a result of any such interruptions or delays, we may experience loss of market share, which we may be unable to recapture and harm to our reputation, which could adversely affect our results of operations and financial condition.
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ITEM 5. OTHER INFORMATION
(c)
On August 12, 2026 , Michael F. Mahoney , our Chairman and Chief Executive Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Mahoney’s plan covers the sale of 98,814 shares of our common stock to be acquired upon exercise of stock options. Transactions under Mr. Mahoney’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period. Mr. Mahoney’s plan will terminate on the earlier of February 28, 2027, or the date all shares subject to the plan have been sold.
ITEM 6. EXHIBITS (* documents filed or furnished with this report; # compensatory plans or arrangements)
| 10.1 | |||||||||||
| 22 | |||||||||||
| 31.1* | |||||||||||
| 31.2* | |||||||||||
| 32.1* | |||||||||||
| 32.2* | |||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | ||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 2, 2026.
BOSTON SCIENTIFIC CORPORATION | |||||||||||
| By: | /s/ Jonathan Monson | ||||||||||
| Name: | Jonathan Monson | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
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EXHIBIT 31.1
CERTIFICATIONS
I, Michael F. Mahoney, certify that:
| 1 | I have reviewed this Quarterly Report on Form 10-Q of Boston Scientific Corporation; | |||||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4 | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||||
| 5 | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||||||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||||
| Date: | November 2, 2026 | /s/ Michael F. Mahoney | ||||||||||||
| Michael F. Mahoney | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
EXHIBIT 31.2
CERTIFICATIONS
I, Jonathan Monson, certify that:
| 1 | I have reviewed this Quarterly Report on Form 10-Q of Boston Scientific Corporation; | |||||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4 | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||||
| 5 | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||||||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||||
| Date: | November 2, 2026 | /s/ Jonathan Monson | ||||||||||||
| Jonathan Monson | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Boston Scientific Corporation (the “Company”) for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on his knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boston Scientific Corporation. | |||||||
This certification shall not be deemed "filed" for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 regardless of any general incorporation language in such filing.
| By: | /s/ Michael F. Mahoney | |||||||
| Michael F. Mahoney | ||||||||
| President and Chief Executive Officer | ||||||||
| November 2, 2026 | ||||||||
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Boston Scientific Corporation (the “Company”) for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on his knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boston Scientific Corporation. | |||||||
This certification shall not be deemed "filed" for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 regardless of any general incorporation language in such filing.
| By: | /s/ Jonathan Monson | |||||||
| Jonathan Monson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| November 2, 2026 | ||||||||