~~We provide basic system training that teaches the fundamental operating principles~~Table of the systems to surgeons, surgical assistants, and operating room nurses. We have established training centers where system training and ongoing surgical procedural training are provided, the latter led by expert surgeons. Training technologies include our Simulation program, which provides independent da Vinci~~skills development through interactive VR exercises, and our telementoring program, which provides real-time surgeon-to-surgeon learning and collaboration during robotic-assisted surgery.~~Contents

Research and Development

Wefocus our research and development efforts on innovation and improvement for products and services that align with our mission: We believe that minimally invasive care is life-enhancing care. Through ingenuity and intelligent technology, we believe that we can expand the potential of physicians to heal without constraints. We employ engineering and research and development staff to focus on delivering future innovations and sustaining improvements that advance our mission. In certain instances, we complement our research and development effort through collaborations with other companies, such as ~~Trumpf Medical (a division~~our Integrated Table Motion product offering developed with Hillrom (now a part of ~~Hill-Rom Holdings,~~Baxter International Inc.).

Manufacturing

We manufacture our systems at our facilities in Sunnyvale, California, and ~~Durham, North Carolina.~~Peachtree Corners, Georgia, as well as our Joint Venture’s facility in Shanghai, China. We manufacture our instruments at our facilities in Sunnyvale, California and Mexicali, Mexico. We also have manufacturing at multiple sites in Germany.

We purchase both custom and off-the-shelf components from a large number of suppliers and subject them to stringent quality specifications and processes. Some of the components necessary for the assembly of our products are currently provided to us by sole-sourced suppliers (the only recognized supply source available to us) or single-sourced suppliers (the only approved supply source for us among other sources). We purchase the majority of our components and major assemblies through purchase orders rather than long-term supply agreements and generally do not maintain large volumes of finished goods relative to our anticipated demand.

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Competition

We face competition in the forms of existing open surgery, conventional MIS, drug therapies, radiation treatment, and other emerging diagnostic and interventional surgical approaches. Some of these procedures are widely accepted in the medical community and, in many cases, have a long history of use. Our success depends on continued clinical and technical innovation, quality, and reliability, as well as educating hospitals, surgeons, and patients on the demonstrated results associated with robotic-assisted ~~surgery~~medical procedures using da Vinci ~~Surgical Systems~~surgical systems or Ion endoluminal systems and ~~its~~their value relative to other techniques. We also face competition from several companies that have introduced or are developing new approaches and products for the MIS market. We believe that the entrance or emergence of competition validates MIS and robotic-assisted ~~surgery.~~surgery or robotic-assisted bronchoscopy.

Moreover, as we add new robotically controlled products (e.g., da Vinci Stapling and da Vinci Energy) that compete with product offerings traditionally within the domains of open surgery and/or conventional MIS, we face greater competition from larger and ~~well established~~well-established companies, such as ~~Ethicon Endo-Surgery, Inc.~~Johnson & Johnson and Medtronic plc.

Additionally, we face or expect to face competition from companies that have developed or may develop wristed, robotic- or computer-assisted medical systems and products. The companies that have introduced products in the field of robotic-assisted ~~surgery~~medical procedures or have made explicit statements about their efforts to enter the field include, but are not limited ~~to: avateramedical GmbH;~~to, the following companies: Asensus Surgical, Inc.; Beijing Surgerii Robotics Company Limited; CMR Surgical Ltd.; Johnson & ~~Johnson (including their wholly owned subsidiaries Auris Health, Inc. and Verb Surgical Inc.);~~Johnson; Medicaroid ~~Inc.; Medrobotics~~ Corporation; Medtronic plc; meerecompany Inc.; ~~MicroPort Scientific Corporation; Olympus Corporation; Samsung Group;~~Noah Medical; Shandong Weigao Group Medical Polymer Company Ltd.; ~~Smart Robot Technology Group~~Shanghai Microport Medbot (Group) Co., Ltd.; ~~Titan~~and Shenzhen Edge Medical ~~Inc.; and TransEnterix, Inc.~~Co., Ltd. Other companies with substantial experience in industrial robotics could potentially expand into the field of ~~surgical~~medical robotics and become a competitor. In addition, research efforts utilizing computers and robotics ~~in surgery~~for medical procedures are underway at various companies and research institutions. Our revenues may be adversely impacted as our competitors announce their intent to enter our markets and as our customers anticipate the availability of competing products. We may not be able to maintain or improve our competitive position against current or potential competitors, especially those with greater resources.

Intellectual Property

We place considerable importance on obtaining and maintaining patent, copyright, trademark, and trade secret protection for significant new technologies, products, and processes.

We generally rely upon a combination of intellectual property laws, confidentiality procedures, and contractual provisions to protect our proprietary technology. For example, we have trademarks, both registered and unregistered, that provide distinctive identification of our products in the marketplace. We also have exclusive and non-exclusive patent licenses with various third parties to supplement our own robust patent portfolio.

As of December 31, ~~2020,~~2023, we ~~held ownership or exclusive field-of-use licenses for~~owned more than ~~4,000 U.S.~~4,800 patents granted and ~~foreign patents~~still in force and ~~have filed~~ more than ~~2,000 U.S. and foreign patent applications.~~2,200 patents pending worldwide. We intend to continue filing new patent applications in the U.S. and foreign jurisdictions to seek protection for our technology.

Patents are granted for finite terms. Upon expiration, the inventions claimed in a patent enter the public domain.

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Government Regulation

Our products and operations are subject to regulation in the U.S. by the FDA and the State of California ~~and~~as well as by other countries orand regions in which we market and promote our products. In addition, our products must meet the requirements of a large and growing body of international standards, which govern the design, manufacture, materials content and sourcing, testing, certification, packaging, installation, use, and disposal of our products. We must continually keep abreast of these regulations, standards, and requirements and integrate our compliance into the development and regulatory documentation for our products. Failure to meet these standards could limit our ability to market our products in those regions that require compliance towith such standards. Examples of standards to which we are subject include electrical safety standards, such as those of the International Electrotechnical Commission (e.g., IEC 60601-ss series of standards), and composition standards, such as the Reduction of Hazardous Substances (“RoHS”) and the Waste Electrical and Electronic Equipment (“WEEE”) ~~Directives.~~Directives applicable in the European Union (“EU”).

U.S. Regulation

FDA

Our products are subject to regulation as medical devices in the United States under the Federal Food, Drug, and Cosmetic Act (“FFDCA”), as implemented and enforced by the FDA. The FDA regulates the development, ~~testing,~~design, non-clinical and clinical research, manufacturing, safety, efficacy, labeling, packaging, storage, installation, recordkeeping, complaint and adverse event reporting, clearance, approval, certification, promotion, marketing, export, import distribution, and service of medical devices in the U.S. to ensure that medical ~~products~~devices distributed domestically are safe and effective for their intended uses. ~~In addition, the FDA regulates the export of medical devices manufactured in the U.S. to markets outside of the U.S. and the importation of medical devices manufactured abroad.~~

Under the ~~Federal Food, Drug, and Cosmetic Act (“FFDCA”),~~FFDCA, medical devices are classified into one of three classes—Class I, Class II, or Class III—depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Our current products are Class II medical devices.

Class II medical devices are those ~~which~~that are subject to general controls, and most require premarket demonstration of adherence to certain performance standards or other special controls, as specified by the FDA, and ~~clearance by the FDA. Premarket review and clearance~~special controls as deemed necessary by the FDA ~~for these~~to ensure the safety and effectiveness of the device. These special controls can include performance standards, post-market surveillance, patient registries, and FDA guidance documents.

Manufacturers of most Class II devices ~~is accomplished through~~are required to submit to the FDA a premarket notification under Section 510(k) of the FFDCA requesting authorization to commercially distribute the device. The FDA’s authorization to commercially distribute a device subject to a 510(k) premarket notification

~~Table~~ is generally known as 510(k) clearance. Our current products are subject to premarket notification and clearance under section 510(k) of ~~Contents~~

~~process. Unless a Class II medical device is exempt from a premarket review,~~ the ~~manufacturer~~FFDCA. To obtain 510(k) clearance, we must submit to the FDA a premarket notification submission demonstrating that the proposed device is “substantially equivalent” ~~in intended use and technology~~ to a ~~“predicate device” that is either:~~

•~~a device that has grandfather marketing status, because it was~~ legally marketed ~~prior~~predicate device.

The FDA may require additional information, including clinical data, to ~~May 28, 1976,~~make a determination regarding substantial equivalence. In addition, the ~~date upon which the Medical Device Amendments of 1976 were enacted; or~~

•aFDA collects user fees for certain medical device ~~that has previously been cleared through the 510(k) process.~~submissions and annual fees for medical device establishments.

If the FDA agrees that the device is substantially equivalent to a predicate device, it will grant clearance to commercially market the device in the U.S. The FDA has a statutory 90-day period to respond to a 510(k) submission, or a guidance-based 30-day period for “special” 510(k) submissions, which have a more restrictive scope and generally involve more specific or very limited changes to a legally marketed device. Assubmission; however, as a practical matter, clearance often takes longer. The FDA may require further information, including clinical data, to make a determination regarding substantial equivalence. If the FDA determines that the device, or its intended use, is not “substantially equivalent,” the ~~FDA~~device may ~~deny the request for clearance. Although unlikely for the types of products marketed by us, the FDA may classify the device, or the particular use of the device, into~~be designated as a Class III ~~and the~~device. The device sponsor must then fulfill more rigorous ~~pre-market approval (“PMA”) requirements. A~~PMA requirements or can request a risk-based classification determination for the device in accordance with the de novo classification pathway, which is a route to market for novel medical devices that are low to moderate risk and are not substantially equivalent to a predicate device.

The PMA process is more demanding than the 510(k) premarket notification process. In a PMA application, ~~which is intended to~~the manufacturer must demonstrate that athe device is safe and effective, and the PMA application must be supported by extensive data, ~~typically~~ including data from preclinical studies and human clinical trials. The FDA, by statute and regulation, has 180 days to review a PMA application, although the review more often occurs over a significantly longer period of time and can take up to several years. In approving a PMA application or clearing a 510(k) submission, the FDA may also require some ~~form of~~additional manufacturing controls, design control activities and approvals, as well as specific post-market surveillance requirements when necessary to protect the public health or to provide additional safety and effectiveness data for the device. In such cases, the manufacturer might be required to follow certain patient groups for a number of years and make periodic reports to the FDA on the clinical status of those patients.

Clinical trials are almost always required to support a PMA and are sometimes required to support a 510(k) submission. All clinical investigations designed to determine the safety and effectiveness of a medical device must be conducted in accordance

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with the FDA’s investigational device exemption (“IDE”) regulations, which govern investigational device labeling, prohibit the promotion of the investigational device, and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. Regardless of the degree of risk presented by the medical device, clinical studies must be approved by, and conducted under the oversight of, an Institutional Review Board (“IRB”) for each clinical site. During a study, the sponsor is required to comply with the applicable FDA requirements, including, for example, trial monitoring, selecting clinical investigators and providing them with the investigational plan, ensuring IRB review, adverse event reporting, record keeping, and prohibitions on the promotion of investigational devices or on making safety or effectiveness claims for them. The clinical investigators in the clinical study are also subject to the FDA’s regulations and must obtain patient informed consent, rigorously follow the investigational plan and study protocol, control the disposition of the investigational device, and comply with all reporting and recordkeeping requirements. Additionally, after a trial begins, we, the FDA, or the IRB could suspend or terminate a clinical trial at any time for various reasons, including a belief that the risks to study subjects outweigh the anticipated benefits.

After a device receives ~~FDA~~ 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change or modification in its intended use, ~~requires~~will require a new 510(k) clearance or, ~~could require a~~depending on the modification, PMA ~~application approval.~~approval or de novo classification. The FDA requires each manufacturer to ~~make~~determine whether the ~~determination~~proposed change requires submission of ~~whether~~ a ~~modification requires~~510(k), de novo classification, or a ~~new 510(k) notification or~~ PMA ~~application~~ in the first instance, but the FDA can review any such ~~decision.~~decision and disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s ~~decision not to seek a new 510(k) clearance or PMA approval for a particular change,~~determination, the FDA ~~may retroactively require the manufacturer to seek 510(k) clearance or PMA approval. The FDA also~~ can require the manufacturer to cease ~~U.S.~~ marketing and/or request the recall of the modified device until 510(k) marketing clearance, approval of a PMA, or ~~PMA approval is obtained.~~issuance of a de novo classification. Also, in these circumstances, the manufacturer may be subject to significant regulatory fines or penalties.

Over the last several years, the FDA has proposed reforms to its 510(k) clearance process, and such proposals will include increased requirements for clinical data and a longer review period and make it more difficult for manufacturers to utilize the 510(k) clearance process for their products. For example, in November 2018, FDA officials announced forthcoming steps that the FDA intends to take to modernize the premarket notification pathway under Section 510(k) of the FFDCA. Among other things, the FDA announced that it planned to develop proposals to drive manufacturers utilizing the 510(k) pathway toward the use of newer predicates. These proposals included plans to potentially sunset certain older devices that were used as predicates under the 510(k) clearance pathway and to potentially publish a list of devices that have been cleared on the basis of demonstrated substantial equivalence to predicate devices that are more than 10 years old. In ~~May 2019, the FDA solicited public feedback on these proposals. These proposals have not yet been finalized or adopted, and~~addition, the FDA may ~~work with Congress to implement such proposals through legislation.~~

~~More recently, in September 2019,~~place significant limitations upon the ~~FDA finalized guidance describing an optional “safety and performance based” premarket review pathway for manufacturers~~intended use of “certain, well-understood device types” to demonstrate substantial equivalence under the 510(k) clearance pathway by showing that such device meets objective safety and performance criteria established by the FDA, thereby obviating the need for manufacturers to compare the safety and performanceour products as a condition of their medical devices to specific predicate devices in the clearance process. The FDA maintains a list of device types appropriate for the “safety and performance based” pathway and will continue to develop product-specific guidance documents that identify the performance criteria for each such device type, as well as the testing methods recommended in the guidance documents, where feasible.

~~In addition,~~granting marketing authorization. Moreover, after a device is placed on the market, numerous FDA and other regulatory requirements continue to apply. These requirements include establishment registration and device listing with the ~~FDA,~~FDA; compliance with medical device reporting regulations, which require that manufacturers report to the FDA if their device caused or contributed, or may have caused or contributed, to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to ~~recur, and~~recur; compliance with corrections and removal reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FFDCA that may present a risk to ~~health. The~~health; the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; and post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device. In addition, the FDA and the Federal Trade Commission ~~(“FTC”)~~ also regulate the advertising and promotion of our products to ensure that the claims we make are consistent with our regulatory clearances, that there is scientific data to substantiate the claims, and that our advertising is neither false nor misleading. In general, we may not promote or advertise our products for uses not within the scope of our intended use statement in our clearances or make

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unsupported safety and effectiveness claims. ~~Many regulatory jurisdictions outside of the U.S. have similar regulations to which we are subject.~~

Our manufacturing processes are required to comply with the ~~FDA’s Good Manufacturing Practice (“GMP”) requirements contained in its~~ Quality System Regulation (“QSR”) ~~and associated regulations and guidance.~~. The QSR covers, among other things, the methods used in, and the facilities and controls used for, the design, testing, controlling, documenting, manufacture, packaging, labeling, storage, installation, and servicing of all medical devices intended for human use. The QSR also requires maintenance of extensive records, which demonstrate compliance with the FDA regulation, the manufacturer’s own procedures, specifications, and testing, as well as distribution and post-market experience. Compliance with the QSR is necessary ~~to receive FDA clearance or approval to market new products and is necessary~~ for a manufacturer to be able to continue to market cleared or approved product offerings in the U.S. A company’s facilities, records, and manufacturing processes are subject to periodic scheduled or unscheduled inspections by the ~~FDA, which may issue reports known as Form FDA 483~~FDA. Failure to maintain compliance with applicable QSR requirements could result in the shut-down of, or ~~Notices~~restrictions on, manufacturing operations and the recall or seizure of ~~Inspectional Observations, which list instances where~~marketed products. If the FDA ~~investigator believes the~~determines that a manufacturer has failed to comply with applicable regulations and/or procedures. If the observations are sufficiently serious or the manufacturer fails to respond appropriately, the FDA may issue Warning Letters, or Untitled Letters, which are noticesregulatory requirements, it can take a variety of ~~potential~~compliance or enforcement actions, ~~against the manufacturer. If a Warning Letter or Untitled Letter is not addressed to the satisfaction~~which may result in any of the ~~FDA~~following sanctions:

•warning letters, untitled letters, fines, injunctions, consent decrees, administrative penalties, and civil or ~~if the FDA becomes aware~~criminal penalties;

•recalls, withdrawals, or administrative detention or seizure of ~~any other serious issue with a manufacturer’s~~our products;

•operating restrictions or partial suspension or total shutdown of production;

•refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or ~~facilities, it~~modified products;

•withdrawing 510(k) clearances or PMA approvals that have already been granted;

•refusal to grant export approvals for our products; or

•criminal prosecution.

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In addition, the discovery of previously unknown problems with any marketed products, including unanticipated adverse events or adverse events of increasing severity or frequency, whether resulting from the use of the device within the scope of its clearance or off-label by a physician in the practice of medicine, could result in ~~fines, injunctions, civil penalties, delays, suspension or withdrawal of clearances, seizures or recalls of products, operating~~ restrictions ~~total shutdown of production facilities, prohibition~~ on ~~export or import, and criminal prosecution. Such actions may have further indirect consequences for~~ the ~~manufacturer outside~~device, including the removal of the ~~U.S. and may adversely affect~~product from the ~~reputation of the manufacturer and the product.~~

~~To a greater~~market or lesser extent, most other countries require some form of quality system and regulatory compliance, which may include periodic inspections, inspections by third-party auditors, and specialized documentation. Failure to meet all of the requirements of these countries could jeopardize our ability to import, market, support, and receive reimbursement for the use of our products in these countries.

~~In addition to the above, we may seek to conduct clinical studies~~voluntary or trials in the U.S. or other countries on products that have not yet been cleared or approved for a particular indication. Additional regulations govern the approval, initiation, conduct, documentation, and reporting of clinical studies to regulatory agencies in the countries or regions in which they are conducted. Such investigational use is generally also regulated by local and institutional requirements and policies which usually include review by an ethics committee or institutional review board (“IRB”). Failure to comply with all regulations governing such studies could subject the Company to significant enforcement actions and sanctions, including halting of the study, seizure of investigational devices or data, sanctions against investigators, civil or criminal penalties, and other actions. Without the data from one or more clinical studies, it may not be possible for us to secure the data necessary to support certain regulatory submissions, secure reimbursement, or demonstrate other requirements. We cannot provide assurance that access to clinical investigators, sites, subjects, documentation, and data will be available on the terms and in the timeframes necessary.mandatory device recalls.

Products manufactured outside of the U.S. by or for us are subject to U.S. Customs and FDA inspection upon entry into the U.S. We must demonstrate compliance of such products with U.S. regulations and carefully document the eventual distribution or re-exportation of such products. Failure to comply with all applicable regulations could prevent us from having access to products or components critical to the manufacture of finished products and lead to shortages and delays.

~~California~~Other Healthcare Regulatory Laws

We are subject to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we research, market, sell and distribute our products. Restrictions under applicable federal and state healthcare laws and regulations, include the following:

•the federal Anti-Kickback Statute, which prohibits, among other things, individuals and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made, in whole or in part, under a federal and state healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•the federal criminal and civil false claims laws, including the federal False Claims Act, which can be enforced through civil whistleblower or qui tam actions against individuals or entities, and the Federal Civil Monetary Penalties Laws, which prohibit, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, certain marketing practices, including off-label promotion, may also violate false claims laws. Moreover, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act;

•the Health Insurance Portability and Accountability Act (“HIPAA”), which imposes criminal and civil liability, prohibits, among other things, knowingly and willfully executing, or attempting to execute a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•the Physician Payments Sunshine Act, which requires certain manufacturers of covered drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with certain exceptions, to report annually to the Centers for Medicare & Medicaid Services (“CMS”) information on certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), teaching hospitals, and certain other health care providers (such as physician assistants and nurse practitioners), as well as ownership and investment interests held by physicians and their immediate family members;

•analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, that may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; and

•certain state laws that require medical device manufacturers to comply with the industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring such manufacturers to report information related to payments to clinicians and other healthcare providers or marketing expenditures.

Violations of any of these laws may result in significant penalties, including civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, the curtailment or restructuring of operations, loss of eligibility to obtain approvals from the FDA, exclusion from participation in government contracting, healthcare reimbursement or other government programs, including Medicare and Medicaid, integrity oversight and reporting obligations, or reputational harm.

Data Privacy and Security Laws

Numerous state, federal, and foreign laws, regulations, and standards govern the collection, use, access to, confidentiality, and security of health-related and other personal information and could apply now or in the future to our operations or the

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operations of our partners. In the U.S., numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal information. In addition, certain foreign laws govern the privacy and security of personal data, including health-related data. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

We collect, process, share, disclose, transfer, and otherwise use data, some of which contains personal information about identifiable individuals including, but not limited to, our employees, clinical trial participants, partners, and vendors. Therefore, we are subject to U.S. (federal, state, local) and international laws and regulations, including those in the European Economic Area (“EEA”) and the UK regarding data privacy and security and our use of such data.

We are subject to the European Union General Data Protection Regulation 2016/679 and applicable national supplementing laws (collectively, the “EU GDPR”) and to the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”). The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection, processing, sharing, disclosure, transfer, and other use of data relating to an identifiable living individual or “personal data,” including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training, and audit.

The ~~State~~EU GDPR and UK GDPR also regulate cross-border transfers of ~~California requires that we obtain a license~~personal data out of the EEA and the UK. Recent legal developments in Europe have created complexity and uncertainty regarding such transfers, in particular in relation to ~~manufacture medical devices and, until 2012, conducted periodic inspections of medical device manufacturers. Our facilities and manufacturing processes were last inspected in July 2011 and were found~~transfers to ~~be in compliance. In accordance with~~ the State of California regulations, our license to manufacture is renewed annually with any updated manufacturing information. Although the State of California has announced the suspension of routine periodic inspections, there can be no assurance that the State of California will not resume such inspections or conduct such inspections under specific circumstances that are not yet known.United States.

Foreign Regulation

In order for us to market our products in countries outside the United States, we must obtain regulatory approvals or certifications and comply with extensive product and quality system regulations in other countries. These regulations, including the requirements for approvals, clearance, or ~~clearance~~certifications and the time required for regulatory review, vary from country to country. Some countries have regulatory review processes that are substantially longer than U.S. processes. Failure to obtain regulatory approval or certification in a timely manner and meet all of the local requirements, including language and specific safety standards, in any foreign country in which we plan to market our products could prevent us from marketing products in such countries or subject us to sanctions and fines.

~~For example, most~~China

China has its own regulatory agency. They require regulatory approvals and compliance with extensive safety and quality system regulations. Failure to obtain regulatory approval or failure to comply with any regulation may negatively impact our ability to generate revenue and harm our business. In addition to product registration approvals, our system sales into China are also dependent on obtaining importation authorizations and provincial approvals, as well as hospitals completing a tender and hospital listing process under the authorization. In June 2023, the China National Health Commission published the 14th five-year plan quota for major medical equipment to be sold in China on its official website (the “2023 Quota”). Under the 2023 Quota, the government will allow for the sale of 559 new surgical robots into China, which could include da Vinci surgical systems as well as surgical systems introduced by others. Sales of da Vinci surgical systems under the quota are uncertain, as they are dependent on hospitals completing a tender process and receiving associated approvals.

Japan

Most medical devices must undergo thorough safety examinations and demonstrate medical efficacy before they receive regulatory approval to be sold in Japan. We obtained approval from the Japanese Ministry of Health, Labor, and

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Welfare (“MHLW”) for our da VinciSi ~~Surgical System~~surgical system in October 2012, for our da VinciXi ~~Surgical System~~surgical system in March 2015, and for our da Vinci X ~~Surgical System~~surgical system in April 2018. National reimbursement status in Japan was received for ~~dVP~~prostatectomy procedures in April 2012 and for da Vinci partial nephrectomy procedures in April 2016. An additional 12 da Vinci procedures were granted reimbursement effective April 1, 2018, including gastrectomy, low anterior resection, lobectomy, and hysterectomy, for both malignant and benign conditions. An additional 7seven da Vinci procedures were granted reimbursement effective April 1, 2020. ~~These~~An additional 19eight da Vinci procedures were granted reimbursement effective April 1, 2022, including colon resection. In addition, we received higher reimbursement for da Vinci gastrectomy procedures, as compared to open and conventional laparoscopic procedure reimbursements. The additional reimbursed procedures have varying levels of conventional laparoscopic penetration and will generally be reimbursed at rates equal to the conventional laparoscopic procedures. Given the reimbursement level and laparoscopic penetration for these 19additional procedures, there can be no assurance ~~that adoption will occur or~~ that the adoption pace for these procedures will be similar to prostatectomy or partial nephrectomy, given their higher reimbursement, or any other da Vinci ~~procedures.~~procedure. If these procedures are not adopted and we are not successful in obtaining adequate procedure reimbursements for additional procedures, then the demand for our products in Japan could be limited. The process of reimbursement for new da Vinci surgical procedures in Japan is led by the surgical societies. The societies submit for

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reimbursement or incremental reimbursement to the MHLW for their evaluation. The decision to reimburse requires in-country clinical data and is fixed in April of even-numbered years. In September 2022, we received regulatory clearance for the da Vinci SP surgical system in Japan for the same set of procedures as can be performed on the da Vinci Xi surgical system in Japan.

~~Commercialization~~European Union

The EU has adopted specific directives and regulations regulating the design, manufacture, clinical investigation, conformity assessment, labeling, and adverse event reporting for medical devices. In the EU, all medical devices placed on the EU market must meet the essential requirements, including the requirement that a medical device must be designed and manufactured in such a way that it will not compromise the clinical condition or safety of patients, or the safety and health of users and others. In addition, the device must achieve the performance intended by the manufacturer and be designed, manufactured, and packaged in a suitable manner.

Until and including May 25, 2021, medical devices were regulated by Council Directive 93/42/EEC (the “EU Medical Devices Directive” or “MDD”), which has been repealed and replaced by Regulation (EU) No 2017/745 (the “EU Medical Devices Regulation” or “MDR”). Some of our current certificates have been granted under the MDD. However, as of May 26, 2021, some of the MDR requirements apply in place of the corresponding requirements of the MDD with regard to the registration of economic operators and of devices, post-market surveillance, and vigilance. Pursuing marketing of medical devices in ~~Europe is regulated~~the EU requires that our devices be certified under the new regime set forth in the MDR, and we are diligently pursuing our plan to be fully compliant by May 26, 2024.

Medical Devices Directive

Under the EU Medical Devices Directive, all medical devices placed on the market in the EU must meet the essential requirements laid down in Annex I to the EU Medical Devices Directive, including the requirement that a medical device must be designed and manufactured in such a way that it will not compromise the clinical condition or safety of patients or the safety and health of users and others. In addition, the device must achieve the performance intended by the manufacturer and be designed, manufactured, and packaged in a suitable manner. The European ~~Union~~Commission has adopted various standards applicable to medical devices. These include standards governing common requirements, such as the sterilization and safety of medical electrical equipment and product standards for certain types of medical devices. There are also harmonized standards relating to design and manufacture. While not mandatory, compliance with these standards is viewed as the easiest way to satisfy the essential requirements as a practical matter, as it creates a rebuttable presumption that the device satisfies the essential requirements.

Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can self-assess the conformity of its products with the essential requirements (except for any parts that relate to sterility or metrology), a conformity assessment procedure requires the intervention of a notified body. Notified bodies are independent organizations designated by EU member states to assess the conformity of devices before being placed on the market. A notified body would typically audit and examine a product’s technical dossiers and the manufacturer’s quality system (the notified body must presume that quality systems that implement the relevant harmonized standards, which is ISO 13485:2016 for Medical Devices Quality Management Systems, conform to these requirements). If satisfied that the relevant product conforms to the relevant essential requirements, the notified body issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the Conformité Européenne mark (“~~EU”~~CE mark”) to the device, which allows the device to be placed on the market throughout the EU.

Throughout the term of the certificate of conformity, the manufacturer will be subject to periodic surveillance audits to verify continued compliance with the applicable requirements. In particular, there will be a new audit by the notified body before it will renew the relevant certificate(s).

Medical Devices Regulation

On April 5, 2017, the MDR was adopted with the aim of ensuring better protection of public health and patient safety. The MDR establishes a uniform, transparent, predictable, and sustainable regulatory framework across the EU for medical devices and ensures a high level of safety and health while supporting innovation. Unlike directives, regulations are directly applicable in EU member states without the need for member states to implement into national law. This aims at increasing harmonization across the EU.

The MDR became effective on May 26, 2021. In accordance with its recently extended transitional provisions, both (i) devices lawfully placed on the market pursuant to the MDD prior to May 26, 2021, and (ii) legacy devices lawfully placed on the EU market from May 26, 2021, in accordance with the MDR transitional provisions may generally continue to be made available on the market or put into service, provided that the requirements of the transitional provisions are fulfilled. However, even in this case, manufacturers must comply with a number of new or reinforced requirements set forth in the MDR, in particular the obligations described below.

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The MDR requires that, before placing a device on the market, other than a custom-made device, manufacturers (as well as other economic operators, such as authorized representatives and importers) must register by submitting identification information to the electronic system (EUDAMED), unless they have already registered. The information to be submitted by manufacturers (and authorized representatives) also includes the name, address, and contact details of the person or persons responsible for regulatory compliance. The new Regulation also requires that, before placing a device on the market, other than a custom-made device, manufacturers must assign a unique identifier to the device and provide it along with other core data to the unique device identifier (“UDI”) database. These new requirements aim at ensuring better identification and traceability of the devices. Each device – and as applicable, each package – will have a UDI composed of two parts: a device identifier (“UDI-DI”), specific to a device, and a production identifier (“UDI-PI”) to identify the unit producing the device. Manufacturers are also notably responsible for entering the necessary data on EUDAMED, which includes the UDI database, and for keeping it up to date. The obligations for registration in EUDAMED will become applicable at a later date (as EUDAMED is not yet fully functional). Until EUDAMED is fully functional, the corresponding provisions of the MDD continue to apply for the purpose of meeting the obligations laid down in the provisions regarding exchange of information, including, and in particular, information regarding registration of devices and economic operators.

All manufacturers placing medical devices on the market in the EU must comply with the EU medical device vigilance system, which has been reinforced by the MDR. Under this system, serious incidents and Field Safety Corrective Actions (“FSCAs”) must be reported to the relevant authorities of the EU member states. These reports will have to be submitted through EUDAMED (once functional) and aim to ensure that, in addition to reporting to the relevant authorities of the EU member states, other actors, such as the economic operators in the supply chain, will also be informed. Until EUDAMED is fully functional, the corresponding provisions of the MDD continue to apply. Manufacturers are required to take FSCAs, which are defined as any corrective action for technical or medical reasons to prevent or reduce a risk of a serious incident associated with the use of a medical device that is made available on the market. A serious incident is any malfunction or deterioration in the characteristics or performance of a device on the market (e.g., inadequacy in the information supplied by the manufacturer, undesirable side-effect, etc.), which, directly or indirectly, might lead to either the death or serious deterioration of the health of a patient, user, or other persons, or to a serious public health threat.

The advertising and promotion of medical devices are subject to some general principles set forth in EU ~~presently requires~~legislation. According to the MDR, only devices that are CE marked may be marketed and advertised in the EU in accordance with their intended purpose. Directive 2006/114/EC concerning misleading and comparative advertising and Directive 2005/29/EC on unfair commercial practices, while not specific to the advertising of medical devices, also apply to the advertising thereof and contain general rules, for example, requiring that advertisements are evidenced, balanced, and not misleading. Specific requirements are defined at a national level. EU member states’ laws related to the advertising and promotion of medical devices, which vary between jurisdictions, may limit or restrict the advertising and promotion of products to the general public and may impose limitations on promotional activities with healthcare professionals.

Many EU member states have adopted specific anti-gift statutes that further limit commercial practices for medical devices, in particular vis-à-vis healthcare professionals and organizations. Additionally, there has been a recent trend of increased regulation of payments and transfers of value provided to healthcare professionals or entities and many EU member states have adopted national “Sunshine Acts,” which impose reporting and transparency requirements (often on an annual basis), similar to the requirements in the United States, on medical device manufacturers. Certain countries also mandate implementation of commercial compliance programs.

In the EU, regulatory authorities have the power to carry out announced and, if necessary, unannounced inspections of companies, as well as suppliers and/or sub-contractors and, where necessary, the facilities of professional users. Failure to comply with regulatory requirements (as applicable) could require time and resources to respond to the regulatory authorities’ observations and to implement corrective and preventive actions, as appropriate. Regulatory authorities have broad compliance and enforcement powers and, if such issues cannot be resolved to their satisfaction, can take a variety of actions, including untitled or warning letters, fines, consent decrees, injunctions, or civil or criminal penalties.

The aforementioned EU rules are generally applicable in the EEA, which consists of the 27 EU Member States as well as Iceland, Liechtenstein, and Norway.

Brexit

Since January 1, 2021, the Medicines and Healthcare Products Regulatory Agency (“MHRA”) has been the sovereign regulatory authority responsible for the Great Britain (i.e., England, Wales, and Scotland) medical device market. Following the end of the Brexit transitional period on January 1, 2021, new regulations require all medical devices to be registered with the MHRA before being placed on the Great Britain market. From January 1, 2022, non-UK manufacturers were required to appoint a UK Responsible Person for the purposes of registering devices placed on the Great Britain market. Under the terms of the Protocol on Ireland/Northern Ireland, the MDR applies to medical devices placed on the Northern Ireland market in the same way as it applies to medical devices marketed in the EU.

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On June 26, 2022, the MHRA published its response to a 10-week consultation on the future regulation of medical devices in the UK. Regulations implementing the new regime were originally scheduled to come into force in July 2023 but the MHRA has recently confirmed that it is now aiming for the core aspects of the new regime to apply from July 1, 2025. Devices bearing CE marks issued by EU notified bodies under the MDR or MDD are now subject to transitional arrangements. The UK Government has introduced legislation that provides that CE-marked medical devices may be placed on the Great Britain market on the following timelines:

•general medical devices compliant with the EU MDD or EU active implantable medical devices directive with a valid declaration and CE marking can be placed on the Great Britain market up until the sooner of expiry of the certificate or June 30, 2028; and

•general medical devices, including custom-made devices, compliant with the EU MDR can be placed on the Great Britain market up until June 30, 2030.

Following these transitional periods, it is anticipated that all medical ~~products bear the Conformité Européenne~~devices will require a UK Conformity Assessed (“~~CE”~~UKCA”) mark ~~for~~in order to be placed on the market in Great Britain. Manufacturers may choose to use the UKCA mark on a voluntary basis prior to entry of the new regulations on July 1, 2025. However, from July 2025, products that do not have existing and valid certification under the EU Medical Devices Directive or EU MDR and, therefore, are not subject to the transitional arrangements will be required to carry the UKCA mark if they are to be sold into the market in Great Britain. For products to be sold into the market in Northern Ireland, CE marking will continue to be recognized as a result of the Northern Ireland Protocol implemented following the UK’s exit from the EU. UKCA marking will not be recognized in the EU. Following the transitional period, compliance with the Medical Device Directive (93/42/EEC) as amended. The CE mark is an international symbol of adherence to certain essential principles of safety and performance mandated in applicable European medical device directives, which, once affixed, enablesUK regulations will be a ~~product~~prerequisite to be sold in member countries of the EU and those affiliated countries that accept the CE mark. The CE mark is also recognized in many countries outside of the EU, such as Australia, and can assist in the clearance process. In orderable to affix the CE mark on products, a recognized European Notified Body must certify a manufacturer’s quality system and design dossier for compliance with international and European requirements. We have received authorization from Presafe Denmark A/S (formerly DGM Denmark A/S), a recognized European Notified Body and part of Nemko Presafe A/S, to affix the CE mark to our da Vinci Surgical Systems and EndoWrist instruments and accessories. To maintain authorization to apply the CE mark, we are subject to annual surveillance audits and periodic re-certification audits. In September 2013, the European Commission adopted a recommendation indicating that all Notified Bodies, including Presafe, should carry out unannounced audits at least once every third year, of the manufacturers whose medical devices they have certified. These unannounced audits can also extend to the manufacturer’s critical suppliers or sub-contractors (those that supply a critical input or perform a critical function for the manufacturer).

If we modify our existing products or develop new products in the future, we may need to apply for authorization to affix the CE mark to such products. We do not know whether we will be able to obtain authorization to affix the CE mark for new or modified products or whether we will continue to meet the safety and performance standards required to maintain the authorizations we have already received. If we are unable to maintain authorizations to affix the CEUKCA mark to our products, ~~we will no longer~~without which they cannot be ~~able to sell our products~~sold or marketed in ~~member countries of~~Great Britain.

In addition, the Trade Deal between the UK and the EU ~~or those whose marketing authorizations are based on~~generally provides for cooperation and exchange of information between the ~~CE mark.~~parties in the areas of product safety and compliance, including market surveillance, enforcement activities and measures, standardization-related activities, exchanges of officials, and coordinated product recalls. As such, processes for compliance and reporting should reflect requirements from regulatory authorities.

In May 2017, the Medical Device Regulation was implemented to replace the Medical Device Directive (93/42/EEC) as amended. The Medical Device Regulation ((EU) 2017/745) comes into force on May 26, 2021, and imposes stricter requirements for the marketing and sale of medical devices and grants Notified Bodies increased post-market surveillance authority. We may be subject to risks associated with additional testing, modification, certification, or amendment of our existing market authorizations, or we may be required to modify products already installed at our customers’ facilities to comply with the official interpretations of these revised regulations.Other countries

Regulations in other countries, including the requirements for approvals, certification, or clearance and the time required for regulatory review, vary from country to country. Certain countries, such as ~~China~~South Korea, Brazil, Australia, India, and ~~South Korea,~~Canada, have their own regulatory agencies. These countries typically require regulatory approvals and compliance with extensive safety and quality system ~~regulations.~~regulations included in the MDSAP (Medical Device Single Audit Program) that we comply with every year as part of our annual audit program. Failure to obtain regulatory approval in any foreign country in which we plan to market our products, or failure to comply with any regulation in any foreign country in which we market our products may negatively impact our ability to generate revenue and harm our business. Our system sales into China are also dependent on obtaining importation authorizations and provincial approvals, as well as hospitals completing a tender process under the authorization. In October 2018, the China National Health Commission published on its official website the quota for major medical equipment to be imported and sold in China through 2020. After an adjustment notice was published in the third quarter of 2020, the government will now allow for the total sale of 225 new surgical robots into China, which could include da Vinci Surgical Systems as well as surgical systems introduced by others. Sales of da Vinci Surgical Systems under the quota are uncertain, as they are dependent on hospitals completing a tender process and receiving associated approvals.

In addition, local regulations may apply, which govern the use of our products and which could have an adverse effect on our product utilization if they are unfavorable. All such regulations are revised from time to time and, in general, are increasing in complexity and in the scope and degree of documentation and testing required. There can be no assurance that the outcomes from such documentation and testing will be acceptable to any particular regulatory agency or will continue to be acceptable over time. There are further regulations governing the importation, marketing, sale, distribution, use, and service as well as the removal and disposal of medical devices in the regions in which we operate and

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market our products. Failure to comply with any of these regulations could result in sanctions or fines and could prevent us from marketing our products in these regions.

~~Other Healthcare Laws~~

~~We are also subject to federal and state healthcare laws and regulations pertaining to fraud and abuse, physician payment transparency, privacy, and security laws and regulations. These laws include:~~

•the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering, or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order, or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

•federal false claims laws that prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other federal third-party payors that are false or fraudulent. Private individuals can bring False Claims Act “qui tam” actions on behalf of the government, and such individuals may share in amounts paid by the entity to the government in fines or settlement;

•the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier;

•~~federal criminal laws that prohibit executing a scheme to defraud any federal healthcare benefit program or making false statements relating to healthcare matters;~~

•the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information;

•the federal Physician Payment Sunshine Act, which requires (i) manufacturers of drugs, devices, biologics, and medical supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program (with certain exceptions) to report annually to the Centers for Medicare & Medicaid Services (“CMS”) information related to payments or other “transfers of value” made to physicians (defined to include doctors, dentists, optometrists, podiatrists, and chiropractors), certain other healthcare professionals (as described below), and teaching hospitals, and (ii) applicable manufacturers and group purchasing organizations to report annually to CMS ownership any investment interests held by the physicians described above and their immediate family members and payments or other “transfers of value” to such physician owners. Additionally, on October 25, 2018, President Trump signed into law the “Substance Use-Disorder Prevention that Promoted Opioid Recovery and Treatment for Patients and Communities Act,” which, in part (under a provision entitled “Fighting the Opioid Epidemic with Sunshine”), extends the reporting and transparency requirements for physicians in the Physician Payments Sunshine Act to physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, and certified nurse midwives (with reporting requirements going into effect in 2022 for payments made in 2021). Manufacturers are required to submit reports to CMS by the 90th day of each calendar year; and

•analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers, state laws that require device companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources, state laws that require device manufacturers to report information related to payments and other “transfers of value” to physicians and other healthcare providers or marketing expenditures and pricing information, and laws governing the privacy and security of health information in certain circumstances, including the E.U. General Data Protection Regulation (“GDPR”), many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

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If our operations are found to violate any of the laws described above or any other laws and regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, the exclusion from our participation in federal and state healthcare programs, and imprisonment, any of which could adversely affect our ability to market our products and materially adversely affect our business, results of operations, and financial condition. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

Third-Party Coverage and ~~Reimbursement~~Payment

Our customers, including physicians, hospitals, and outpatient facilities, typically bill third-party payors for the costs and fees associated with the procedures in which our products are used. In the U.S., in order to receive payment for the procedures performed using our products, our customers must report codes that describe the services or products furnished and determine the medical necessity of the service or whether the service is included in the payors’ policy. In the U.S. and most markets ~~OUS~~globally where we sell our products, payment for medical services and surgical procedures to hospitals, outpatient facilities, and surgeons (collectively “providers”) is determined by the government, and health insurance companies together are responsible for hospital and surgeon reimbursement for virtually all covered surgical procedures. Governments and insurance companies generally reimburse hospitals and physicians for surgery when the procedure is considered medically necessary. commercial payors (insurers), or both.

In the U.S., the CMS ~~administers~~and its fiscal intermediaries (Medicare Administrative Contractors) and state Medicaid programs establish reimbursement policies for medical and surgical services at the state and federal level for the Medicare and Medicaid ~~programs (the latter, along with applicable state governments). Many other third-party~~programs. Third-party payors ~~model~~often rely upon Medicare coverage policy and payment limitations in setting their ~~reimbursement methodologies after~~own coverage and payment policies but also have their own methods and approval processes. Commercial payors in non-capitated contracts commonly establish payment to providers based on a percentage of the Medicare ~~program. As the single largest payor, this program has~~payment rate.

Physicians and outpatient facilities bill for medical and surgical services by reporting a ~~significant impact on other payors’ payment systems.~~

~~Generally, reimbursement for professional services performed at a facility by physicians is reported under~~combination of billing codes. Current Procedural Terminology (“CPT”) codes ~~issued~~are created by the American Medical Association (“AMA”)~~, known as Current Procedural Terminology (“CPT”) codes. Physician reimbursement under Medicare generally is based on a fee schedule and determined by the relative value~~ with input from

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CMS and ~~the National Center for Health Statistics (“NCHS”) are jointly responsible for overseeing changes~~commercial payors to describe medical and modifications to billing codes used by hospitals to report inpatient procedures, ICD-10-PCS codes. For Medicare, CMS generally reimburses hospitals for services provided during an inpatient stay based on a prospective payment system that is determined by a classification system known as Medicare-Severity Diagnostic Related Groupings (“MS-DRGs”). MS-DRGs are assigned using a number of factors, including the principal diagnosis, major procedures, discharged status, patient age, and complicating secondary diagnoses, among other things. Hospital outpatient services, reported bysurgical procedures. CPT codes ~~are assigned to clinically relevant Ambulatory Payment Classifications (“APCs”)~~currently exist for minimally invasive surgical procedures, which may involve the da Vinci surgical system, as well as for robotic-assisted bronchoscopy, which may involve the Ion endoluminal system. In general, the majority of payors, including Medicare, consider robotic assistance as a tool used to ~~determine~~perform the ~~payment amount~~procedure and do not pay providers more for ~~services provided.~~

~~Since October 1, 2015,~~ a ~~new family of ICD-10-PCS codes can be used, in conjunction with other applicable~~ procedure ~~codes, to describe various robotic-assisted procedures. An inpatient surgical procedure, completed with or without~~that involves robotic assistance ~~continues to be assigned to~~using the ~~clinically relevant MS-DRG.~~

~~Governments and insurance companies carefully review and increasingly challenge~~da Vinci, Ion, or any other robotic system. Because there is often no separate payment for the ~~prices charged for medical~~use of our products, ~~and surgical services. Reimbursement rates from private companies vary depending on~~ the ~~procedure performed,~~additional cost associated with the ~~third-party payor, contract terms, and other factors. Because both hospitals and physicians may receive~~use of our products can affect the ~~same reimbursement for their respective services, with or without robotics, regardless~~profit margin of ~~actual costs incurred by~~ the hospital or physician in furnishing the care, including for the specific products used in that procedure, hospitals and physicians may decide not to use our products if reimbursement amounts are insufficient to cover any additional costs incurred when purchasing our products.

Domestic institutions typically bill various third-party payors, such as Medicare, Medicaid, and other government programs and private insurance plans for the primary surgical procedure that includes our products. Because our da Vinci Surgical Systems have been cleared for commercial distribution in the U.S. by the FDA, coverage and reimbursement by payors are generally determined by the medical necessity of the primary surgical procedure. Governmental and third-party payors may also consider additional factors when determining coverage and reimbursement, including the designation of the surgical procedure as a covered benefit, the appropriateness of the procedure for the specific patient, support by guidelines established by the relevant professional college or medical society, and a payor determination thatsurgery center where the procedure is neither experimental nor investigational. We believe that the additional procedures we intend to pursue are established surgical procedures that are generally already reimbursable by government agencies and insurance companies for appropriately selected patients.performed. If hospitals do not obtain sufficient ~~reimbursement~~payment from third-party payors for procedures performed with our products or if governmental and private payors’ policies do not cover surgical procedures performed using our products, hospital adoption or utilization of our products could be negatively impacted, and we may not be able to generate the ~~revenues~~revenue necessary to support our business.

Hospitals bill for inpatient services by reporting ICD-10-PCS codes. CMS is primarily responsible for overseeing changes and modifications to ICD-10-PCS codes. Medicare payments to hospitals for services provided during an inpatient stay are based on the Inpatient Prospective Payment System (“IPPS”). Under the IPPS, each patient discharge is categorized into a Medicare Severity Adjusted Diagnosis-Related Group (“MS-DRG” or “DRG”). Each DRG has an assigned payment weight based on the average resources used for Medicare patients in that DRG, taking into account the patient’s principal diagnosis, surgical procedures, age, discharge status, and additional or secondary diagnoses, among other things. The DRG is a single, bundled payment intended to cover all costs associated with the inpatient admission.

The use of robotic technology does not influence the MS-DRG assignment or payment for an inpatient admission related to a surgical procedure. CMS annually updates hospital inpatient and outpatient payments based on hospitals’ charge data. Hospital inpatient and outpatient payments are also adjusted based on whether the hospital is a teaching hospital, its geographic location, and any failures to meet certain quality metrics, among other factors.

Commercial payors commonly establish inpatient facility payment for providers using published Medicare DRG rates as a benchmark. In some uncommon cases, commercial payors pay for inpatient hospital admissions on a per diem basis. Commercial payment to providers varies depending on the procedure performed, geographic location, contractual allowances, and other factors.

Medicare and commercial payor payments to facilities for medical and surgical services may not always fully reimburse providers for all costs associated with furnishing these procedures. If payment is insufficient for procedures involving our technology, hospitals and physicians may decide not to use our products.

In countries outside of the U.S., ~~reimbursement~~payment for surgical services to physicians and facilities differs considerably and varies by country. In some markets, there is ~~obtained from various sources, including governmental authorities, private health insurance plans, and labor unions.~~a single public payor who provides a global annual budget to hospitals to provide all care to the population served in a designated geographic area. In ~~most foreign countries,~~other markets, private insurance ~~systems~~can be purchased or is provided by employers to supplement public health insurance. In some countries, patients may ~~also offer payments~~be permitted to pay directly for ~~some therapies. In addition, health maintenance~~surgical services; however, such “co-pay” practices are not common (or allowed) in many countries. Further, in many global markets, access to procedures and technology is governed or heavily influenced by Health Technology Assessment (“HTA”) organizations, ~~are emerging in certain European countries.~~which conduct periodic and extensive evidence-based reviews of the clinical value and cost effectiveness of a new technology. To effectively conduct our business, we may need to seek OUS reimbursement approvals, and we do not know if these required approvals will be obtained in a timely manner or at all. In addition, in some ~~countries, patients~~markets, HTA organizations may ~~be permitted~~publish reports with mixed conclusions about the clinical and economic value of our products to ~~pay directly for surgical services; however, such “co-pay” practices are not common in most countries.~~the population. Such reviews could negatively impact hospital adoption of our technology.

Healthcare Reform

In the U.S., there have been, and continue to be, ~~a number of~~ legislative initiatives designed to contain healthcare costs. In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the ~~“PPACA”~~“ACA”), was enacted. The ~~PPACA~~ACA made changes that have significantly impacted healthcare providers,

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insurers, ~~and~~ pharmaceutical companies, and medical device manufacturers. The ~~PPACA~~ACA contained ~~a number of~~ provisions designed to generate the revenues necessary to fund health insurance coverage expansion ~~including, but not limited to, fees or taxes on certain health-related industries, including medical device manufacturers.~~

~~The PPACA also~~and appropriated funding to research the comparative effectiveness of healthcare treatments and strategies. ~~It remains unclear how~~To date, this research ~~will influence future~~has had a negligible effect on Medicare coverage and reimbursement decisions as well as influence on other third-party payor coverage and reimbursement policies. ~~The PPACA, as well as other federal or state healthcare reform measures that may be adopted in~~

Since its enactment, there have been judicial, executive, and Congressional challenges to certain aspects of the ~~future, could have a material adverse effect on our business. The taxes imposed by PPACA and the expansion in the government’s role in~~ACA. On June 17, 2021, the U.S. ~~healthcare industry may result~~Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. Thus, the ACA remained in decreased profits, lower reimbursement from payors for procedures that use our products, and/or reduced procedural volumes, all of which may adversely affect our business, financial condition, and results of operations.effect in its current form.

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which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers, and cancer treatment centers. The Medicare Access and CHIP Reauthorization Act of 2015, enacted on April 16, 2015 (“MACRA”), repealed the formula by which Medicare made annual payment adjustments to physicians and replaced the former formula with fixed annual updates and a new system of incentive payments that began in 2019 and are based on various performance measures and physicians’ participation in alternative payment models, such as accountable care organizations. Individual states in the U.S. have also become increasingly aggressive in passing legislation and implementing regulations designed to control product pricing, including price or patient reimbursement constraints and discounts, and require marketing cost disclosure and transparency measures.

~~There have also been judicial and congressional challenges to certain aspects of the PPACA, as well as efforts by~~In the U.S. ~~administration~~and abroad, reimbursement is dynamic and subject to ~~modify, repeal,~~change annually by public and private payors. Congress and government agencies may also intervene and pass legislation that is intended to reduce healthcare spending, which could impact market access. Such legislative interventions can vacillate significantly based on government leadership. Other federal or otherwise invalidate all, or certain provisions of, the PPACA. Since January 2017, President Trump signed two Executive Orders designed to delay the implementation of certain provisions of the PPACA or otherwise circumvent some of the requirements for health insurance mandated by the PPACA. The Trump administration has also announcedstate healthcare reform measures that it will discontinue the payment of cost-sharing reduction (“CSR”) payments to insurance companies until Congress approves the appropriation of funds for the CSR payments. The loss of the CSR payments is expected to increase premiums on certain policies issued by qualified health plans under the PPACA. Legislation to appropriate funds for CSR payments has been introducedmay be adopted in ~~Congress, but~~ the future of such legislation is uncertain. In addition, CMS finalized regulations that, effective beginning with the 2020 plan year, give states greater flexibility in setting benchmarks for insurers in the individual and small group marketplaces, which maycould have ~~the~~a material adverse effect ~~of relaxing the essential health benefits required under the PPACA for plans sold through such marketplaces.~~

~~As a result of the Tax Cuts and Jobs Act (“2017 Tax Act”) enacted~~ on December 22, 2017, the PPACA’s individual mandate penalty for not having health insurance coverage was eliminated starting in 2019. Further, each chamber of Congress has put forth multiple bills designed to repeal or repeal and replace portions of the PPACA. On December 14, 2018, a U.S. District Court Judge in the Northern District of Texas, ruled that the individual mandate is a critical and inseverable feature of the ACA and, therefore, because it was repealed as part of the 2017 Tax Act, the remaining provisions of the ACA are invalid as well. The Fifth Court of Appeals affirmed the district court's ruling that the individual mandate was unconstitutional, but it remanded the case back to the district court for further analysis of whether the mandate could be severed from the Affordable Care Act. The Supreme Court of the United States granted certiorari on March 2, 2020 and held oral arguments on November 10, 2020. The case is expected to be decided by mid-2021. It is unclear how this decision, subsequent pending appeals, and other efforts to repeal and replace the ACA will impact the ACA and our business. ~~Although the majority of these measures have not been enacted by Congress to date, Congress may continue to consider other legislation to repeal or repeal and replace elements of the PPACA.~~ Any regulatory or legislative developments in domestic or foreign markets that eliminate or reduce reimbursement rates for procedures performed with our products could harm our ability to sell our products or cause downward pressure on the prices of our products, either of which would adversely affect our business, financial condition, and results of business operations.

Similar reform measures may be adopted in foreign jurisdictions. For instance, on December 13, 2021, the EU Regulation No 2021/2282 on HTA, amending Directive 2011/24/EU, was adopted. While the Regulation entered into force in January 2022, it will only begin to apply from January 2025 onwards, with preparatory and implementation-related steps to take place in the interim. Once applicable, it will have a phased implementation depending on the concerned products. This Regulation intends to boost cooperation among EU member states in assessing health technologies, including certain high-risk medical devices, and provide the basis for cooperation at the EU level for joint clinical assessments in these areas. It will permit EU member states to use common HTA tools, methodologies, and procedures across the EU, working together in four main areas, including joint clinical assessment of the innovative health technologies with the highest potential impact for patients, joint scientific consultations whereby developers can seek advice from HTA authorities, identification of emerging health technologies to identify promising technologies early, and continuing voluntary cooperation in other areas. Individual EU member states will continue to be responsible for assessing non-clinical (e.g., economic, social, ethical, etc.) aspects of health technology and making decisions on pricing and reimbursement.

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Human Capital

The future success of our company depends on our ability to attract, retain, and further develop top talent. ~~To facilitate talent attraction, retention, and development, we strive~~We enable this by continuously striving to make Intuitive an inclusive, diverse, and safe workplace with opportunities for our employees to grow and develop in their ~~careers,~~careers. These objectives are supported bythrough strong compensation, benefits, ~~and~~programs that encourage employee health and wellness, ~~programs as well as by programs that build~~and connections between our employees and the communities in which they live and work.

AtAs of December 31, ~~2020,~~2023, we had approximately ~~8,081~~13,676 full-time employees, ~~1,111~~1,795 of whom were engaged directly in research and development, ~~3,559~~5,846 in manufacturing operations, 4,098 in commercial and service operations, and ~~3,411~~1,937 in ~~marketing, sales and~~ administrative activities. During ~~2020,~~2023, the number of employees increased by approximately ~~755.~~1,556. Our employees are based in 2730 different countries around the world. Our global workforce consists of diverse, highly skilled talent at all levels. During ~~2020,~~2023, our turnover rate was ~~less than 6.5%~~approximately 9.1%.

Inclusion and Diversity

Intuitive’s inclusion and diversity (“I&D”) vision is to empower our employees and customers from every background to fully contribute toward our mission to expand the potential of physicians to heal without constraints. We ~~strive~~work to ~~foster~~build an environment where every individual can belong and flourish – in our company and the communities we serve.

We believe that everyone should feel included and fairly treated, and we embrace the unique qualities that make people who they are. This includes all genders and gender identities, races, ethnicities, ages, national origins, native languages, disabilities, sexual orientations, body sizes, military backgrounds, cognitive styles, socioeconomic backgrounds, religions, and family structures. We believe in seeking the difference to propel innovation and creativity forward.

We have a ~~culture where mutual respect, inclusive behavior, and dignity are core~~four-part strategy to guide our ~~individual expectations. Since our founding, we have remained committed to fostering~~I&D progress: ensuring an inclusive ~~environment~~experience, where employees from all backgrounds feel welcome, supported, and valued; building a diverse workforce to fuel innovation and better mirror the patients we serve; continuously investing in ~~which~~and enhancing the fairness of our ~~differing backgrounds, life experiences,~~people practices and ~~perspectives join~~sharing progress; and strengthening industry engagement through collaboration with the healthcare community, diversity-focused organizations, and shareholders to ~~positively impact~~drive positive change. Employee Resource Groups (“ERGs”) have been one key area of I&D focus and growth, providing support and community for traditionally marginalized groups, including women, people of color, members of the ~~communities in which we live~~lesbian, gay, bisexual, transgender, queer, and/or questioning (“LGBTQ+”) community, military veterans, and ~~serve.~~

~~We continue to build a culture where the best idea wins and our doors and minds are always open. We do this by leading~~employees with inclusion and empowering everyone to do their best work as their most authentic selves—regardless of race, color, national origin, religion, sex, sexual orientation, gender identity and expression, age, disability, or military service status. We are united by our collective purpose and common set of organizational values that are core to our mission and culture.

~~We support the growth and expansion~~disabilities. Details of our employee ~~resource groups (ERGs)~~workforce composition, including a link to our Employer Information Report (“EEO-1”) submission to

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the U.S. Equal Employment Opportunity Commission (“EEOC”), ~~which foster an inclusive culture and sense of belonging for~~are available on our employees. Our ERGs provide a point of connection for employees who share common community attributes and want to engage, learn, communicate, and participate in advancing our inclusion and diversity objectives. Our ERGs includewebsite. Although we reference the Women Intuitive Network, Intuitive Pan-Asian Community, BLACK at Intuitive, Diverse Abilities, PRIDE, and VETS. In 2020, our ERGs grew from three to 10 companywide. These employee-volunteer-led groups focus on four key impact areas including recruitment, employee development, community building, and business development. ERGs also provided ideas and insight to senior management and various departments by serving as sources of employee feedback on important aspectsavailability of our ~~business,~~EEO-1 on our website in this Annual Report on Form 10-K, our EEO-1 and any other materials on our website are not incorporated by reference into this Annual Report on Form 10-K or any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act. While matters discussed in such EEO-1 and other website materials may be significant, any significance should not be read as ~~talent acquisition and retention, accessibility accommodations, and operational challenge solutions.~~necessarily rising to the level of materiality used for the purposes of our compliance with the U.S. federal securities laws, even if we use the word “material” or “materiality” in such materials.

From a governance perspective, maintaining a mix of backgrounds and experience in our ~~board~~Board composition is essential to understanding and reflecting the needs of our diverse stakeholders. Currently, ~~three~~five of our 1012 Board members self-identify as women, and four of our 12 board members ~~are women, one of our board members identifies~~self-identify as individuals from underrepresented communities (defined as an individual who self-identifies as Black, African American, Hispanic, ~~and one of our board members identifies as Middle Eastern.~~Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or LGBTQ+).

Health, Safety, and Wellness

The health, safety, and wellness of our employees is a priority in which we ~~have always invested, and will~~ continue to ~~do so. These investments~~invest and ~~the prioritization of employee health, safety, and wellness took on particular significance in 2020 in light of COVID-19.~~expand. We provide our employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs. Program benefits are intended to provide protection, ~~and security, so employees can have~~ peace of mind, ~~concerning events~~and security, including workplace health and safety best practices integrated into everyday activities and programs that ~~may require~~support employee time away from work, family care, mental health, or ~~that may impact their~~ financial well-being. ~~Additionally, we provide~~

We continue to evolve our programs to ~~help support employee physical and mental health by providing tools and resources~~respond to help them improve or maintain their health status, encourage engagement in healthy behaviors, and offer choices where possible so they are customized to meet their needs and the needs of their families.

~~In response to the COVID-19 pandemic, we implemented significant changes that we determined were in~~ the best interest of our ~~employees,~~changing workforce, as well as the communities in which we operate, in compliance with government regulations. ~~This includes having~~Each Intuitive location manages overall safety with guidance based on regional, country, and local regulations and best practices.

In 2023, as we moved beyond the ~~vast majority~~workplace disruptions of the COVID-19 pandemic, we implemented new work model expectations with employees based on their business function and role. We designed a set of four work models that will enable us as a company to remain focused on our ~~employees~~mission and our most vital priorities, while also allowing for differences across our varied work ~~from home, while implementing additional safety measures for employees continuing critical~~teams. These models include fully on-site, ~~work. A number of employees critical to maintaining our essential engineering, manufacturing, repair,~~fully remote, and ~~logistics functions have continued to work from Intuitive locations globally. To protect and support our essential team members, we have implemented health and safety measures~~two hybrid options that included maximizing personal workspaces, changing shift schedules, providing personal protective equipment (PPE), and instituting mandatory screening before accessing buildings. We created subteam groups, keeping the same manufacturing teams working together to facilitate contact tracing and minimize potential staffing risk.

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provide intentional in-office collaboration with tailored flexibility.

Compensation and Benefits

We provide compensation and benefits programs to help meet the needs of our employees. In addition to base compensation, these programs, which vary by country and region, include short-term incentives in the form of annual bonuses and commissions, long-term incentives in the form of stock or cash-based awards, an Employee Stock Purchase Plan, ~~401(k) and pension~~retirement savings plans, healthcare, ~~and insurance~~income protection benefits, ~~health savings and flexible spending accounts,~~ paid time off, family leave, family care resources, and flexible work schedules, among many others. As a response to the COVID-19 pandemic, we implemented modifications to our compensation program, including paying a portion of 2020 bonuses mid-year to help staff cover unforeseen pandemic-related expenses. We also offered premium pay and a subsidized lunch program.

Ensuring fair and equitable pay is integral to our commitment to our employees. Our executive team and Board of Directors strongly support this commitment. We ~~conduct~~regularly review pay for internal equity ~~reviews annually to help us understand whether~~and ensure our compensation structure is appropriate, including with regard to race/ethnicity and gender. We also engage outside counsel to ensure compliance with pay equity laws. When we identify ~~what improvements can be made.~~ any potential differences in pay for whatever reason, we research those differences and act if appropriate.

In ~~addition,~~2023, we ~~utilize~~conducted a ~~robust inspection process with an independent consulting firm~~full pay equity audit for our full-time U.S. workforce, adjusting for job role and location among other factors. Our audit found that our adjusted pay gap relative to self-identified gender ~~and ethnicity hiring, promotion, and wage equity to determine whether any statistically significant pay differences exist between~~was women ~~and~~earn 99.3% of men and ~~between minorities~~our adjusted pay gap relative to U.S. self-identified race/ethnicity was employees of color earn 100.0% of white employees. We are proud to have strong pay practices and ~~non-minorities. If~~policies in place that have helped us to achieve this level of pay ~~disparities~~equity.

Employees are ~~identified, we conduct further evaluation~~encouraged to ~~determine whether remedial adjustments are appropriate. In addition, employees can raise issues regarding~~share any pay equity concerns with ~~their manager, their human resources partner,~~management, Human Resources, or confidentially through our ~~anonymous~~ reporting ~~helpline.~~hotline, including anonymously. Intuitive has a non-retaliation policy for raising any workplace concerns, including around pay.

Talent Development

We value our employees and the passion, commitment, and ~~professional depth~~expertise they ~~provide.~~contribute to Intuitive. To enhance employee retention and ~~job satisfaction,~~engagement, we offer ongoing learning and leadership training opportunities that support growth.

~~With a commitment to achieving diverse representation within~~In 2023, we rolled out Inclusive Leadership training for our ~~leadership ranks that reflects the diversity that we see in our overall employee base, we increased~~entire vice president and above population. We expanded our leadership development ~~efforts in 2020 by reinforcing~~offerings, including a new Manager Acceleration Program that equipped more than 700 people leaders globally with fundamental management skills to accelerate leadership success. For our individual contributor employee population, we offer a variety of general and targeted development ~~around our People Leader Success Model. Leadership development focuses~~opportunities, including technical skills training, career learning journeys, and networking opportunities. We also provide extra support for Employee Resource Group leaders via a 1:1 coaching program and a series of live training sessions on ~~people-leader effectiveness, cultural continuity, and organizational effectiveness, so that leaders at all levels have the capabilities and knowledge that they and their teams need to succeed.~~career development.

~~Our Global Talent Management team transitioned much~~

Table of our leadership training from in-person sessions to remote learning with the emergence of COVID-19 in 2020. Our scaled learning platform of on-demand and virtual classroom learning eliminates travel and allows employees worldwide to access development at their convenience.Contents

We ~~have~~provide a robust annual global performance ~~review processes~~and compensation planning process. In 2023, we focused on increasing the consistency and rigor of individual annual goal-setting, which sets the stage for ~~reviewing all employees’~~our annual performance and ~~pay. To~~pay cycle. We support our ~~managers, we train~~employees throughout the year with regular performance and career check-ins, including our Talent Action Planning program. We also provide ongoing support to our people leaders in managing the performance of their teams, which includes training them on conducting effective career conversations and performance reviews and making fair and equitable compensation ~~recommendations,~~recommendations. Compensation guidelines are provided to leaders, which take into consideration market pay data and performance, as well as ~~experience in an employee’s respective role.~~job experience.

Community Programs ~~and Our COVID-19 Response~~

We believe that building connections between our employees, their families, and our communities creates a more meaningful, fulfilling, and enjoyable workplace. Through our engagement programs, our employees can pursue their interests and hobbies, connect to volunteering and giving opportunities, and enjoy unique recreational experiences with family members.

The Intuitive Foundation is a nonprofit organization established in 2018 and funded by ~~Intuitive in 2018.~~Intuitive. Since its founding, the Intuitive Foundation has been dedicated to promoting health, advancing education, and reducing human suffering. The Foundation supports outreach programs financially while we provide the volunteers and mentors from within our company. Since its inception, we have contributed ~~$55~~$125 million to the Intuitive Foundation to fulfill its mission.

The events of 2020 inspired Intuitive employees to further support the Foundation’s work on several key initiatives. The Foundation’s multifaceted response to the COVID-19 pandemic was a major focus in 2020. From the first days of the pandemic, Intuitive and the Intuitive Foundation engaged within the communities in which we live and work. We converted some of our manufacturing lines to produce PPE, donating more than a million face shields globally through the Intuitive Foundation. Employees and their families sewed facemasks and volunteered in their communities. Our engineers helped design and implement updates to ventilators that made them easier to produce. Some of our medically trained employees volunteered as healthcare workers on the front lines. Lastly, Intuitive and the Intuitive Foundation, along with many employees, contributed financially to support COVID-19 relief.

We encourage you to review the ~~"Talent~~“Our People” and ~~workplace experience" and "Creating stronger communities" section~~“Our Community Impact” sections of our ~~Sustainability~~2023 ESG Annual Report ~~2020 (located~~(to be made available on our website) for more detailed information regarding our Human Capital programs and initiatives. ~~Nothing~~Although we reference our ESG Annual Report available on our website ~~including~~in this report, this report and any other materials on our ~~Sustainability Report 2020 or sections thereof, shall be deemed~~corporate website are not incorporated by reference into this Annual ~~Report.~~Report or any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act. While matters discussed in such ESG Annual Report and website materials may be significant, any significance should not be read as necessarily rising to the level of materiality used for the purposes of our compliance with the U.S. federal securities laws, even if we use the word “material” or “materiality” in such materials.

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General

We make our periodic and current reports, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, available free of charge on our website as soon as practicable after such material is electronically filed or furnished with the Securities and Exchange Commission (the “SEC”). Our website address is www.intuitive.com, and the reports are filed under “SEC Filings” on the Company — Investor Relations portion of our website. Periodically, we webcast Company announcements, product launch events, and executive presentations, which can be viewed via our Investor Relations page on our website. In addition, we provide notifications of our material news, including SEC filings, investor events, and press releases as part of our Investor Relations page on our website. The contents of our website are not intended to be incorporated by reference into this report or in any other report or document we file, and any references to our website are intended to be inactive textual references only. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, references to the URLs for these websites are intended to be inactive textual references only.

We operate our business as one segment, as defined by U.S. generally accepted accounting principles. Our financial results for the years ended December 31, ~~2020, 2019,~~2023, 2022, and ~~2018~~2021 are discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data” of this Annual Report.

Intuitive Surgical, Inc. was founded in 1995. We are a Delaware corporation with our ~~corporate headquarters~~principal executive offices located at 1020 Kifer Road, Sunnyvale, California 94086. Our telephone number is (408) 523-2100, and our website address is www.intuitive.com.

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ITEM 1A. RISK FACTORS

You should consider each of the following risk factors, which could materially affect our business, financial ~~position,~~condition, or future results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial ~~position,~~condition, or future results of operations. In addition, the global economic ~~climate~~environment and additional or unforeseen effects from ~~the~~ COVID-19 ~~pandemic~~ amplify many of these risks.

~~RISK FACTORS SUMMARY~~

~~SUMMARY OF~~ RISKS RELATING TO OUR BUSINESS

•Because our markets are highly competitive, customers may choose to purchase our competitors’ products or services or may not accept da Vinci robotic-assisted surgery, which would result in reduced revenue and loss of market share.

•~~If our products do not achieve market acceptance, we will not be able to generate the revenue necessary to support our business.~~

•~~Public health crises or epidemic diseases, or the perception of their effects, have had and could continue to have a material adverse effect on our business and results of operations.~~

•If institutions or surgeons are unable to obtain coverage and reimbursement from third-party payors for procedures using our products, or if reimbursement is insufficient to cover the costs of purchasing our products, we may be unable to generate sufficient sales to support our business.

•~~If defects occur in our products, we may incur additional unforeseen costs, hospitals may not purchase our products, and our reputation may suffer.~~

•We are subject to product liability and negligence claims relating to the use of our products and other legal proceedings that could materially adversely affect our financial condition, divert management’s attention, and harm our business.

•~~We are subject to significant, uninsured liabilities.~~

•Negative publicity, whether accurate or inaccurate, concerning our products or our company could reduce market acceptance of our products and could result in decreased product demand and a decline in revenues.

•~~If we lose key personnel or are unable to attract and retain additional personnel, our ability to compete will be harmed.~~

•~~Our reliance on sole and single source suppliers could harm our ability to meet demand for our products in a timely manner or within budget.~~

•~~We experience long and variable capital sales cycles and seasonality in our business, which may cause fluctuations in our financial results.~~

•~~New product developments and introductions may adversely impact our financial results.~~

•~~We are subject to a variety of risks due to our operations outside of the U.S.~~

•~~Disruption of critical information systems or material breaches in the security of our systems could harm our business, customer relations, and financial condition.~~

•~~Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and other matters relating to information collection.~~

•~~If we fail to successfully acquire or integrate new businesses, products, and technology, we may not realize expected benefits or our business may be harmed.~~

•If we do not successfully manage our collaboration arrangements, licensing arrangements, joint ventures, strategic alliances, or partnerships with third parties, we may not realize the expected benefits from such alliances, which may have a material adverse effect on our business, financial condition, results of operations, or cash flows.

•~~Our customers may use unauthorized or unapproved instruments and accessories, which would result in reduced revenue and loss of market share.~~

•~~We expect gross profit margins to vary over time, and changes in our gross profit margins could adversely affect our financial condition or results of operations.~~

•~~We utilize distributors for a portion of our sales, which subjects us to a number of risks that could harm our business.~~

•~~We offer alternative capital acquisition approaches. As a result, we are exposed to the credit risk of some of our customers and the risk of losses of revenue, which could result in material losses.~~

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•~~We are exposed to credit risk and fluctuations in the market value of our investments.~~

•~~We may incur losses associated with currency fluctuations and may not be able to effectively hedge our exposure.~~

•~~We may encounter manufacturing problems or delays that could result in lost revenue.~~

•Disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent products from being developed, approved, or commercialized in a timely manner or at all, which may adversely affect our business.

•~~Continued consolidation in the healthcare industry could have an adverse effect on our sales and results of operations.~~

•~~Economic conditions could have a material adverse effect on our company.~~

•~~Natural disasters or other events beyond our control could disrupt our business and result in loss of revenue or higher expenses.~~

•~~Changes in our effective tax rate may impact our results of operations.~~

•We use estimates, make judgments, and apply certain methods in determining our financial results and in measuring the progress of our business. As these estimates, judgments, and methods change, our results of operations and our assessment of the progress of our business could vary.

~~SUMMARY OF RISKS RELATING TO OUR REGULATORY ENVIRONMENT~~

•~~Complying with FDA regulations is a complex process, and our failure to comply fully could subject us to significant enforcement actions.~~

•Our products are subject to a lengthy and uncertain domestic regulatory review process. If we do not obtain and maintain the necessary domestic regulatory authorizations, we will not be able to sell our products in the U.S.

•If our manufacturing facilities do not continue to meet federal, state, or other manufacturing standards, we may be required to temporarily cease all of our manufacturing operations, import/export of our products, and/or recall some products, which would result in significant product delivery delays and lost revenue.

•Our products are subject to international regulatory processes and approval requirements. If we do not obtain and maintain the necessary international regulatory approvals, we will not be able to sell our products in foreign countries.

•~~Changes in healthcare legislation and policy may have a material adverse effect on our financial condition and results of operations.~~

•We are subject to federal, state, and foreign laws governing our business practices, which, if violated, could result in substantial penalties. Additionally, challenges to, or investigation into, our practices could cause adverse publicity and be costly to respond to and, thus, could harm our business.

•~~If hospitals and other surgery facilities do not continue to meet federal, state, or other regulatory standards, they may be required to temporarily cease all or part of their da Vinci utilization.~~

~~SUMMARY OF RISKS RELATING TO OUR INTELLECTUAL PROPERTY~~

•~~If we are unable to fully protect and successfully defend our intellectual property from use by third parties, our ability to compete in the market will be harmed.~~

•~~Others may be successful in asserting that our products infringe their intellectual property rights, which may cause us to pay substantial damages and/or enjoin us from commercializing our products.~~

•~~Our products rely on licenses from third parties, which may not be available to us on commercially reasonable terms or at all. If we lose access to these technologies, our revenues could decline.~~

~~SUMMARY OF GENERAL RISKS~~

•~~Our future operating results may be below securities analysts' or investors' expectations, which could cause our stock price to decline.~~

•~~Our stock price has been, and will likely continue to be volatile.~~

•~~Changes to financial accounting standards may affect our reported results of operations.~~

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~~RISKS RELATING TO OUR BUSINESS~~

~~BECAUSE~~ OUR MARKETS ARE HIGHLY COMPETITIVE, AND CUSTOMERS MAY CHOOSE TO PURCHASE OUR COMPETITORS’ PRODUCTS OR SERVICES OR MAY NOT ACCEPT ~~DA VINCI~~ ROBOTIC-ASSISTED ~~SURGERY,~~MEDICAL PROCEDURES, WHICH ~~WOULD~~COULD RESULT IN REDUCED REVENUE AND LOSS OF MARKET SHARE.

Robotic-assisted surgery with a da Vinci ~~Surgical System is a technology~~surgical system or robotic-assisted bronchoscopy with an Ion endoluminal system are technologies that ~~competes~~compete with established and emerging treatment options in ~~both disease management and~~ reconstructive medical ~~procedures.~~procedures or disease management. These competitive treatment options include open surgery, conventional MIS, ~~open surgery,~~drug therapies, radiation treatment, and other emerging diagnostic and interventional ~~approaches, and pharmacological regimens.~~surgical approaches. Some of these procedures are widely accepted in the medical community and, in many cases, have a long history of use. Technological advances could make such treatments more effective or less expensive than using our products, which could render our products obsolete or unmarketable. Studies could be published that show that other treatment options are more beneficial and/or cost-effective than robotic-assisted ~~surgery.~~medical procedures. For example, in 2023, certain drugs initially approved for use in diabetes patients gained market acceptance for use in weight loss following FDA approvals for weight loss indications. The availability and effectiveness of weight loss drugs have adversely impacted our da Vinci surgical system bariatric procedures by causing some patients to reconsider the surgical option. At this time, it is difficult to predict the long-term market impact of these drugs, including their long-term efficacy and potential drawbacks. We cannot be certain that physicians will use our products to replace or supplement established treatments or that our products will continue to be competitive with current or future technologies.

Additionally, we face or expect to face competition from companies that develop or have developed wristed, robotic-assisted, or computer-assisted ~~surgical~~medical systems and products. Companies have introduced products in the field of robotic ~~surgery~~medical procedures or have made explicit statements about their efforts to enter the field including, but not limited to, the following companies: ~~avateramedical GmbH;~~Asensus Surgical, Inc.; Beijing Surgerii Robotics Company Limited; CMR Surgical Ltd.; Johnson & ~~Johnson (including their wholly-owned subsidiaries Auris Health, Inc. and Verb Surgical Inc.);~~Johnson; Medicaroid ~~Inc.; Medrobotics~~ Corporation; Medtronic plc; ~~MicroPort Scientific Corporation; Olympus Corporation; Samsung Group;~~meerecompany Inc.; Noah Medical; Shandong Weigao Group Medical Polymer Company Ltd.; ~~Smart Robot Technology Group~~Shanghai Microport Medbot (Group) Co., Ltd.; ~~Titan~~and Shenzhen Edge Medical ~~Inc.; and TransEnterix, Inc.~~Co., Ltd. Other companies with substantial experience in industrial robotics could potentially expand into the field of ~~surgical~~medical robotics and become competitors. Our revenues may be reduced due to pricing pressure or eliminated if our competitors develop and market products that are more effective or less expensive than our products. If we are unable to compete successfully, our revenues will suffer, which could have a material adverse effect on our business, financial condition, or result of ~~operations, or cash flows.~~operations. We may not be able to maintain or improve our competitive position against current or potential competitors, especially those with greater resources.

In addition, third-party service providers that ~~provide services to~~service da Vinci ~~Surgical System~~surgical system and Ion endoluminal system operators may emerge and compete with us on price or offerings. To date, substantially all of our customers have sourced services on their ~~da Vinci Surgical Systems~~systems from us through service contract commitments or time and materials contracts. Furthermore, there are third-party service providers offering consulting services targeted at analyzing the cost-effectiveness of hospitals’ robotic-assisted ~~surgery~~medical programs, including procedures performed, placement of systems, and consumption of instruments and accessories. We currently provide similar services and analysis to our customers, but it is difficult to assess the impact that this may have on our business. If we are unable to compete successfully with any third-party service providers, our revenues may suffer.

MACROECONOMIC CONDITIONS COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

Macroeconomic conditions, such as high inflationary pressure, changes to monetary policy, high interest rates, volatile currency exchange rates, credit and sovereign debt concerns, concerns about slowed growth in China and other OUS markets, decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, the introduction of or changes in tariffs or trade barriers, and global or local recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, or results of operations. Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies (including the conflict between Ukraine and Russia and the conflict between Israel and Hamas), monetary and financial uncertainties, and the COVID-19 pandemic.

The results of these macroeconomic conditions, and the actions taken by governments, central banks, companies, and consumers in response, have resulted in, and may continue to result in, higher inflation in the U.S. and globally, which is likely, in turn, to lead to an increase in costs and may cause changes in fiscal and monetary policy, including additional increases in

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interest rates. Other adverse impacts of recent macroeconomic conditions have been, and may continue to be, supply chain constraints, logistics challenges, liquidity concerns in the broader financial services industry, and fluctuations in labor availability.

Adverse developments that affect financial institutions, transactional counterparties, or other third parties, or concerns or rumors about these events, have in the past led to, and may in the future lead to, market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the U.S. Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, other institutions have been, and may continue to be, swept into receivership. Uncertainty may remain over liquidity concerns in the broader financial services industry, and there may be unpredictable impacts to our business and our industry.

In a higher inflationary environment, we may be unable to raise the prices of our products and services sufficiently to keep up with the rate of inflation. Impacts from inflationary pressures could be more pronounced and materially adversely impact aspects of our business where revenue streams and cost commitments are linked to contractual agreements that extend further into the future, as we may not be able to quickly or easily adjust pricing, reduce costs, or implement countermeasures. A higher inflationary environment can also negatively impact raw material, component, and logistics costs that, in turn, may increase the costs of producing and distributing our products.

Furthermore, hospitals and distributors may choose to postpone or reduce spending due to financial difficulties or difficulties in obtaining credit to finance purchases of our products due to increased interest rates and restraints on credit. Hospitals and distributors may also be adversely affected by the liquidity concerns in the broader financial services industry, as described above, that could result in delayed access or loss of access to uninsured deposits or loss of their ability to draw on existing credit facilities involving a troubled or failed financial institution. Hospitals, in particular, are experiencing and may continue to experience financial and operational pressures as a result of staffing shortages, the supply chain environment, and high inflation, which could impact their ability to access capital markets and other funding sources, increase the cost of funding, or impede their ability to comply with debt covenants, all of which could impede their ability to provide patient care, defer elective surgeries, and impact their profitability. To the extent that hospitals face financial pressures, delayed access or loss of access to uninsured deposits, delayed access or loss of ability to draw on existing credit facilities, reductions in government spending, or higher interest rates, hospitals’ ability or willingness to spend on capital equipment may be adversely impacted, all of which could have a material adverse effect on our business, financial condition, or results of operations. Additionally, with economic uncertainty, an increase in unemployment rates, and increasing health insurance premiums, co-payments and deductibles may result in cost-conscious consumers pursuing fewer elective surgical procedures, which, in turn, could adversely affect procedure volumes and system demand.

We are unable to predict the impact of efforts by central banks and federal, state, and local governments to combat elevated levels of inflation. If their efforts to create downward pressure on inflation are too aggressive, they may lead to a recession. Alternatively, if they are insufficient or are not sustained long enough to bring inflation to lower, more acceptable levels, hospitals’ ability or willingness to spend on capital equipment may be impacted for a prolonged period of time. If a recession occurs, economies weaken, or inflationary trends continue, our business and operating results could be materially adversely affected.

Also, we have, and may continue to, experience supply chain constraints due to the current supply chain environment, including difficulties obtaining a sufficient supply of component materials used in our products. If interest rates continue to rise, access to credit may become more difficult, which may result in the insolvency of key suppliers, including single-source suppliers, which would exacerbate supply chain challenges. Such supply chain constraints could cause us to fail to meet product demand, which could result in deferred or canceled procedures.

WE ARE SUBJECT TO A VARIETY OF RISKS DUE TO OUR OPERATIONS OUTSIDE OF THE U.S.

We manufacture, perform research and development activities, and distribute our products in OUS markets. Revenue from OUS markets accounted for approximately 34%, 33%, and 33% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively. Our OUS operations are, and will continue to be, subject to a number of risks including:

•the failure to obtain or maintain the same degree of protection against infringement of our intellectual property rights due to differing intellectual property protection laws in OUS countries from those in the U.S.;

•multiple OUS regulatory requirements that are subject to change and that could impact our ability to manufacture and sell our products;

•changes in tariffs, trade barriers, and regulatory requirements;

•protectionist laws, policies, and business practices that favor local competitors or lead to non-U.S. customers favoring domestic technology solutions, which could slow our growth in OUS markets;

•local or national regulations that make it difficult or impractical to market or use our products;

•U.S. relations with the governments of the other countries in which we operate;

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•the inability or regulatory limitations on our ability to move goods across borders;

•the risks associated with foreign currency exchange rate fluctuations;

•the difficulty in establishing, staffing, and managing OUS operations, including differing labor relations;

•the expense of establishing facilities and operations in new foreign markets;

•the building and maintenance of an organization capable of supporting geographically dispersed operations, including appropriate business procedures and controls;

•anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), and other local laws prohibiting corrupt payments to government officials;

•antitrust and anti-competition laws;

•economic weakness, including inflation, or political instability in particular foreign economies and markets, including exposure to a higher degree of financial risk if we extend credit to customers in these economies; and

•business interruptions due to natural disasters, outbreak of disease, climate change, and other events beyond our control.

For example, in Israel, we have certain research and development operations primarily related to digital products. Depending on the length and extent of the conflict between Israel and Hamas, there may be adverse impacts to certain research and development timelines.

Also, we have increased, and will continue to increase, our operations in China. There is inherent risk, based on the complex relationships between China and the U.S., that political, diplomatic, military, or other events could result in business disruptions, including increased regulatory enforcement against companies, tariffs, trade embargoes, or export restrictions. Tariffs increase the cost of our products and the components and raw materials that go into making them. These increased costs adversely impact the gross margin that we earn on our products. Tariffs can also make our products more expensive for customers, which could make our products less competitive and reduce consumer demand. Countries may also adopt other measures, such as controls on imports or exports of goods, technology, or data, which could adversely impact our operations and supply chain and limit our ability to offer our products and services as designed. These measures can require us to take various actions, including changing suppliers and restructuring business relationships. Changing our operations in accordance with new or changed trade restrictions can be expensive, time-consuming, disruptive to our operations and distracting to management. Such restrictions can be announced with little or no advance notice, and we may not be able to effectively mitigate all adverse impacts from such measures. Political uncertainty surrounding trade and other international disputes could also have a negative effect on consumer confidence and spending. Any of these events could reduce customer demand, increase the cost of our products and services, or otherwise have a materially adverse impact on our customers’ and suppliers’ businesses or results of operations.

For example, in 2020, the U.S. government amended the Entity List rules to expand the requirement to obtain a license prior to the export of certain technologies. In addition, in 2020, a new U.S. regulation seeks to prohibit the U.S. government from contracting with companies who use the products or services of certain Chinese companies. We believe that these regulations do not materially adversely impact our business at this time but cannot predict the impact that additional regulatory changes may have on our business in the future. These actions or similar actions may result in policies and regulations in response that could adversely affect our business operations in China or may otherwise limit our ability to offer our products and services in China and other parts of the world.

Additionally, in July 2023, the Chinese government launched a one-year anti-corruption campaign targeting the healthcare sector. The efforts of this campaign largely aim to curb kickbacks and corruption among individuals who have exploited their positions within medical institutions. As a result of this anti-corruption campaign, the medical institutions have heightened their scrutiny with respect to initiating tenders. Therefore, some tenders were cancelled or delayed without an updated timeline. In the third and fourth quarters of 2023, the effect of this anti-corruption campaign contributed to fewer systems being placed in China. Currently, the extent of the impact of this anti-corruption campaign on our business remains uncertain.

Following a national referendum and enactment of legislation by the government of the UK, the UK formally withdrew from the EU and ratified a trade and cooperation agreement governing its relationship with the EU. The EU–UK Trade and Cooperation Agreement (the “TCA”) was applied provisionally as of January 1, 2021, and entered into force on May 1, 2021. The TCA does not specifically refer to medical devices. However, as a result of Brexit, the EU Medical Devices Regulation will not be implemented in the UK, and previous legislation that sought to mirror the EU Medical Devices Regulation in the UK law has been revoked. The regulatory regime for medical devices in Great Britain continues to be based on the requirements derived from previous EU legislation, and the UK may choose to retain regulatory flexibility or align with the EU Medical Devices Regulation going forward. On June 26, 2022, the MHRA published its response to a 10-week consultation on the future regulation of medical devices in the UK. Regulations implementing the new regime were originally scheduled to come into force in July 2023 but the MHRA has confirmed that it is aiming for the core aspects of the new regime to apply from July

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2025. Devices which have valid CE certification issued by EU notified bodies under the EU Medical Devices Regulation or Medical Devices Directive are subject to transitional arrangements.

The Government has confirmed that general medical devices compliant with the EU Medical Devices Directive with a valid declaration and CE marking can be placed on the Great Britain market up until the sooner of expiry of certificate or June 30, 2028. Medical devices, including custom-made devices, compliant with the EU Medical Devices Regulation can be placed on the Great Britain market up until June 30, 2030. Following these transitional periods, it is expected that all medical devices will require a UK Conformity Assessment mark. Manufacturers may choose to use the UKCA mark on a voluntary basis prior to the regulations coming into force. However, from July 2025, products that do not have existing and valid CE certification under the EU Medical Devices Directive or EU Medical Devices Regulation and are therefore not subject to the transitional arrangements will be required to carry the UKCA mark if they are to be sold into the market in Great Britain. UKCA marking will not be recognized in the EU. The rules for placing medical devices on the market in Northern Ireland, which is part of the UK, differ from those in Great Britain (England, Scotland and Wales) and continue to be based on EU law. The TCA does provide for cooperation and exchange of information in the area of product safety and compliance, including market surveillance, enforcement activities and measures, standardization-related activities, exchanges of officials, and coordinated product recalls (or other similar actions). For medical devices that are locally manufactured but use components from other countries, the “rules of origin” criteria will need to be reviewed. Depending on which countries products will ultimately be sold in, manufacturers may start seeking alternative sources for components if this would allow them to benefit from no tariffs. The rules for placing medical devices on the Northern Ireland market will differ from those in Great Britain. These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and our business would likely be impacted and the demand for our products could be depressed.

In addition, the U.S. federal government has made changes to the U.S. trade policy, including entering into a successor to the North American Free Trade Agreement (“NAFTA”), known as the United States-Mexico-Canada Agreement (“USMCA”), effective as of July 1, 2020. In addition, the U.S. federal government has implemented, or is considering the imposition of, tariffs on certain foreign goods. Such tariffs and, if enacted, any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, Asia, and other countries, could adversely impact our ability to sell products and services in our OUS markets. Tariffs could increase the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the gross margin that we earn on our products, which could make our products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services.

Furthermore, in certain markets, our OUS sales are denominated in U.S. dollars. As a result, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive and/or less affordable in those OUS markets.

If we are unable to meet and manage these risks, our OUS operations may not be successful, which would limit the growth of our business and could have a material adverse effect on our business, financial condition, or result of operations.

WE ARE SUBJECT TO LITIGATION, INVESTIGATIONS, AND OTHER LEGAL PROCEEDINGS RELATING TO OUR PRODUCTS, CUSTOMERS, COMPETITORS, AND GOVERNMENT REGULATORS THAT COULD MATERIALLY ADVERSELY AFFECT OUR FINANCIAL CONDITION, DIVERT MANAGEMENT’S ATTENTION, AND HARM OUR BUSINESS.

We are, and may become, subject to various legal proceedings and claims that arise in or outside the ordinary course of business. Certain current lawsuits and pending proceedings to which we are party, including purported class actions, product liability litigation, and patent litigation, are described in Note 8 to the Consolidated Financial Statements included in Part II, Item 8.

In particular, our business exposes us to significant risks of patent claims, product liability claims, and competition claims (including antitrust claims), many of which are common in the medical device industry. For example, product liability claims have been brought against us by, or on behalf of, individuals alleging that they have sustained personal injuries and/or death as a result of purported product defects, the alleged failure to warn, and/or the alleged inadequate training by us of physicians regarding the use of the da Vinci surgical system. The individuals who have brought the product liability claims seek recovery for their alleged personal injuries and, in many cases, punitive damages. Current product liability claims have resulted in negative publicity regarding our Company, and these and any other product liability or negligence claims or product recalls also could harm our reputation. Refer to our risk factor titled “Negative publicity, whether accurate or inaccurate, concerning our products or our company could reduce market acceptance of our products and could result in decreased product demand and reduced revenues” for additional risks related to the potential effects of negative publicity on our business. Also, antitrust claims have been brought against us by third parties looking to compete in the instruments or servicing space and by certain customers.

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The outcome of these product liability claims and other legal proceedings cannot be predicted with certainty. We purchase and maintain business insurance for certain liabilities and self-insure our product liability claims through a fronting policy. We cannot determine whether our existing business insurance program would be sufficient to cover the costs or potential losses related to these lawsuits and proceedings or otherwise be excluded under the terms of any insurance policy. Regardless of merit, litigation may be time-consuming and disruptive to our operations and cause significant legal costs (including settlements, judgments, legal fees, and other related defense costs) and diversion of management attention. If we do not prevail in these legal proceedings, we may be faced with significant monetary damages or injunctive relief against us that could have a material adverse effect on our business, financial condition, or results of operations. We could also be subject to governmental investigations in connection with many of these claims.

OUR RELIANCE ON SOLE- AND SINGLE-SOURCED SUPPLIERS AND ABILITY TO PURCHASE AT ACCEPTABLE PRICES A SUFFICIENT SUPPLY OF MATERIALS COULD HARM OUR ABILITY TO MEET PRODUCT DEMAND IN A TIMELY MANNER OR WITHIN BUDGET.

Some of the components necessary for the assembly of our products are currently provided to us by sole-sourced suppliers or single-sourced suppliers. We generally purchase components through purchase orders rather than long-term supply agreements and generally do not maintain large volumes of inventory. While alternative suppliers exist and could be identified for single-sourced components, the disruption or termination of the supply of components, or inflationary pressure in our supply chain, could cause a significant increase in the costs of these components, which could affect our operating results. Certain of our sole-sourced suppliers or single-sourced suppliers could be adversely affected by the macroeconomic conditions, such as liquidity concerns in the broader financial services industry, that could result in delayed access or loss of access to their uninsured deposits or loss of their ability to draw on existing credit facilities involving a troubled or failed financial institution. A disruption or termination in the supply of components could also result in our inability to meet demand for our products, which could harm our ability to generate revenues, lead to customer dissatisfaction, and damage our reputation and our brand. Furthermore, if we are required to change the manufacturer of a key component of our products, we may be required to verify that the new manufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations and guidelines. The time and processes associated with the verification of a new manufacturer could delay our ability to manufacture our products on schedule or within budget, which may have a material adverse impact on our business, financial condition, or results of operations.

In addition, our ability to meet customers’ demands depends, in part, on our ability to timely obtain an adequate delivery of quality materials, parts, and components from our suppliers. An information technology systems interruption, including cyberattacks, could adversely affect the ordering, distribution, and manufacturing processes of our suppliers. Difficulties remain in obtaining a sufficient supply of semiconductor and other component materials, and we expect such difficulties to persist in the foreseeable future. Prices of such materials have also increased, and global supply has become constrained due to the increased demand for materials, including semiconductors, to support expansion of server and cloud networks as a greater proportion of the global population worked remotely, the introduction of 5G, and the continued electrification of vehicles. We engage in activities to seek to mitigate such supply disruptions by, for example, increasing our communications with our suppliers and modifying our purchase order coverage and inventory levels. Such global shortages in important components have resulted in, and will continue to cause, inflationary pressure in our supply chain, which would impact our profits and profit margin. If shortages and price increases in important supply-chain materials in the semiconductor or other markets continue, we could also fail to meet product demand, which would adversely impact our business, financial condition, or results of operations.

NEW PRODUCT DEVELOPMENTS AND INTRODUCTIONS MAY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

We develop and introduce new products with enhanced features and extended capabilities from time to time. We may introduce new products that target different markets than what our existing products target. The success of new product introductions depends on a number of factors including, but not limited to, timely and successful research and development, regulatory clearances, approvals, or certifications, establishment or maintenance of intellectual property rights, pricing, competition, market and consumer acceptance, the effective forecasting and management of product demand, inventory levels, the management of manufacturing costs and capacity, the management of supply costs, including mitigation of unforeseen supply chain disruptions for materials and components, and the risk that new products may have quality or other defects in the early stages of introduction.

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enhancements may shorten the life cycle of our existing products or reduce demand for our current products, thereby offsetting any benefits of successful product introductions and potentially leading to challenges in managing inventory of existing products.

Our products are subject to various regulatory processes, and we must obtain and maintain regulatory approvals and certifications in order to sell our new products. If a potential purchaser believes that we plan to introduce a new product in the near future or is located in a country where a new product that we have introduced has not yet received regulatory clearance or certification, planned purchases may be deferred or delayed. In the past, we have experienced a slowdown in demand for existing products in advance of new product introductions, and we may experience a slowdown in demand in the future as well. It is also possible that a new product introduction could cause downward pressure on the prices of our existing products or require us to change how we sell our products, either of which could have material adverse effects on our revenues.

If we fail to effectively develop new products and manage new product introductions in the future, our business, financial condition, or results of operations could be adversely impacted.

WE MAY ENCOUNTER MANUFACTURING PROBLEMS OR DELAYS THAT COULD RESULT IN LOST REVENUE.

Manufacturing our products is a complex process. We (or our critical suppliers) may encounter difficulties in scaling up or maintaining production of our products, including:

•problems involving production yields;

•quality control and assurance;

•component supply shortages;

•import or export restrictions on components, materials, or technology;

•shortages of qualified personnel; and

•compliance with state, federal, and foreign regulations.

If demand for our products exceeds our manufacturing capacity, we could develop a substantial backlog of customer orders. If we are unable to develop or maintain larger-scale manufacturing capabilities or build new manufacturing capabilities or facilities on schedule or within budget, our ability to generate revenue and maintain profit margins as expected will be limited and our reputation in the marketplace could be damaged, all of which may have a material adverse impact on our business, financial condition, or results of operations.

In addition, as we build new facilities for manufacturing capacity, the development of these facilities is subject to risks relating to our ability to complete our projects on schedule or within budget. Refer to our risk factor titled “We are subject to risks associated with real estate construction and development” for additional risks related to building our new manufacturing facilities.

Also, after new manufacturing facilities are completed, we may encounter difficulties transferring our production lines from our existing facilities to the new facilities, which require qualification, validation, and regulatory approval and is subject to all of the risks highlighted above. Moreover, certain new manufacturing facilities are in foreign countries and in locations where we have not previously had manufacturing sites, both of which could increase the risks related to transferring our production lines. The facility transfers may require an increase in safety stock inventory to support the production line transfers, create a substantial backlog of customer orders, or increase costs while the production lines mature, all of which may have a material adverse impact on our business, financial condition, or results of operations.

WE EXPECT GROSS PROFIT MARGINS TO VARY OVER TIME, AND CHANGES IN OUR GROSS PROFIT MARGINS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

Our gross profit margins have fluctuated from period to period, and we expect that they will continue to fluctuate in the future. Our gross profit margins may be adversely affected by numerous factors, including:

•changes in customer, geographic, or product mix, including the mix of system models sold or leased;

•changes in the portion of sales involving a trade-in of another system and the amount of trade-in credits given;

•our introduction of new products, which may have lower margins than our existing products;

•our inability to maintain or reduce production costs;

•changes in our pricing strategy;

•competition;

•changes in production volume driven by demand for our products;

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•changes in material, labor, or other manufacturing-related costs, including the impact of foreign exchange rate fluctuations for foreign currency-denominated costs;

•changes to U.S. and foreign trade policies, such as the enactment of tariffs on goods imported into the U.S. including, but not limited to, goods imported from Mexico where we manufacture a majority of our instruments that we sell;

•inventory obsolescence, which may result from maintaining significant inventories of raw materials, components, and finished goods;

•product recall charges; and

•market conditions.

If we are unable to offset the unfavorable impact of the factors noted above by increasing the volume of products shipped, reducing product manufacturing costs, or otherwise, our business, financial condition, or results of operations may be adversely affected.

IF OUR PRODUCTS DO NOT ACHIEVE AND MAINTAIN MARKET ACCEPTANCE, WE WILL NOT BE ABLE TO GENERATE THE REVENUE NECESSARY TO SUPPORT OUR BUSINESS.

The da Vinci ~~Surgical System~~surgical system and our other products represent a fundamentally new way of performing ~~surgery.~~medical procedures. Achieving and maintaining physician, patient, and third-party payor acceptance of robotic-assisted ~~surgery~~medical procedures as a preferred method of performing ~~surgery~~these procedures is crucial to our success. If our products fail to achieve or maintain market acceptance, customers will not purchase our products, and we will not be able to generate the revenue necessary to support our business. We believe that physicians’ and third-party payors’ acceptance of the benefits of procedures performed using our products will be essential for acceptance of our products by patients. Physicians will not recommend the use of our products unless we can demonstrate that they produce results comparable or superior to existing ~~surgical~~ techniques. Even if we can prove the effectiveness of our products through clinical ~~trials, surgeons~~studies, physicians may elect not to use our products for any number of other reasons. For example, cardiologists may continue to recommend conventional heart surgery simply because such surgery is already widely accepted. In addition, ~~surgeons~~physicians may be slow to adopt our products because of the perceived liability risks arising from the use of new products and the uncertainty of reimbursement from third-party payors, particularly in light of ongoing healthcare reform initiatives and the evolving U.S. healthcare environment.

We expect that there will continue to be a learning process involved for ~~surgical~~patient care teams to become proficient in the use of our products. Broad use of our products ~~will require~~requires training of ~~surgical~~patient care teams. Market acceptance could be delayed by the time required to complete this training. We may not be able to rapidly train ~~surgical~~patient care teams in numbers sufficient to generate adequate demand for our products.

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~~PUBLIC HEALTH CRISES OR EPIDEMIC DISEASES, OR THE PERCEPTION OF THEIR EFFECTS, HAVE HAD AND COULD CONTINUE TO HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.~~

Our global operations expose us to risks associated with public health crises and outbreaks of epidemic, pandemic, or contagious diseases, such as the current outbreak of a novel strain of coronavirus (COVID-19). To date, COVID-19 has had, and may continue to have, an adverse impact on our operations, our supply chains and distribution systems, and our expenses, including as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Due to these impacts and measures, we have experienced and may continue to experience significant and unpredictable reductions in the demand for our products as healthcare customers divert medical resources and priorities towards the treatment of that disease. In addition, our customers have delayed, cancelled, or redirected and, in the future, may delay, cancel, or redirect planned capital expenditures in order to focus resources on COVID-19 or in response to economic disruption related to COVID-19. For example, as a result of the global COVID-19 pandemic, in the first half of 2020, we experienced a significant decline in procedure volume in the U.S. and Western Europe, as healthcare systems diverted resources to meet the increasing demands of managing COVID-19. In addition, U.S. and global public health bodies have, at times, recommended delaying elective surgeries during the COVID-19 pandemic, and surgeons and medical societies are evaluating the risks of minimally invasive surgeries in the presence of infectious diseases, which we expect will continue to negatively impact the usage of our products and the number of da Vinci procedures performed. Also, we may experience delays in obtaining new product approvals or clearances from the FDA or delays in recruiting patients for clinical trials needed for new product approvals.

As a result of the COVID-19 outbreak, we have experienced significant business disruptions, including restrictions on our ability to travel as well as distribute and service our products, temporary closures of our facilities and the facilities of our suppliers and their contract manufacturers, and a reduction in access to our customers due to diverted resources and priorities and the business hours of hospitals, as governments institute prolonged shelter-in-place and/or self-quarantine mandates. For example, our corporate headquarters and many of our operations, including certain of our manufacturing facilities, are located in California, which has instituted risk reduction orders applicable to our employees in that region, significantly impacting the ability of our employees to get to their places of work to produce products and hampering our products from moving through the supply chain. These unprecedented measures to slow the spread of the virus taken by local governments and healthcare authorities globally, including the deferral of elective medical procedures and social distancing measures, have had, and will continue to have, a significant negative impact on our operations and financial results.

In addition, the COVID-19 pandemic has adversely affected, and may continue to adversely affect, the economies and financial markets of many countries, which may result in a period of regional, national, and global economic slowdown or regional, national, or global recessions that could curtail or delay spending by hospitals and affect demand for our products as well as increased risk of customer defaults or delays in payments. Our customers may terminate or amend their agreements for the purchase, lease, or service of our products due to bankruptcy, lack of liquidity, lack of funding, operational failures, or other reasons. COVID-19 and the current financial, economic, and capital markets environment, and future developments in these and other areas present material uncertainty and risk with respect to our performance, financial condition, volume of business, results of operations, and cash flows. Due to the uncertain scope and duration of the pandemic and uncertain timing of global recovery and economic normalization, we are unable to estimate the impacts on our operations and financial results.

Outbreaks of other epidemic, pandemic, or contagious diseases, such as, historically, the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could also divert medical resources and priorities towards the treatment of that disease. An outbreak of other contagious diseases could negatively affect hospital admission rates or disrupt our business similar to the impact of the COVID-19 pandemic highlighted above. Any of these outbreaks could negatively impact the number of da Vinci procedures performed and have a material adverse effect on our business, financial condition, results of operations, or cash flows.

IF ~~INSTITUTIONS OR SURGEONS~~HOSPITALS ARE UNABLE TO OBTAIN COVERAGE AND REIMBURSEMENT ~~FROM THIRD-PARTY PAYORS~~ FOR PROCEDURES USING OUR PRODUCTS, OR IF REIMBURSEMENT IS INSUFFICIENT TO COVER THE COSTS OF PURCHASING OUR PRODUCTS, OR IF LIMITATIONS ARE IMPOSED BY GOVERNMENTS ON THE AMOUNT HOSPITALS CAN CHARGE FOR CERTAIN PROCEDURES, WE MAY BE UNABLE TO GENERATE SUFFICIENT SALES TO SUPPORT OUR BUSINESS.

In the U.S., hospitals generally bill for the services performed with our products to various third-party payors, such as Medicare, Medicaid, other government programs, and private insurance plans. If hospitals do not obtain sufficient reimbursement from third-party payors for procedures performed with our products, or if government and private payors’ policies do not cover surgical procedures performed using our products, we may not be able to generate the revenues necessary to support our business. In addition, to the extent that there is a shift from an inpatient setting to outpatient settings, we may experience pricing pressure and a reduction in the number of procedures performed. Our success in OUS markets also depends ~~upon~~on the eligibility of our products for coverage and reimbursement through government-sponsored healthcare payment systems and third-party payors. Reimbursement practices vary significantly by country. Many OUS markets have government-managed healthcare systems that control reimbursement for new products and procedures. Other foreign markets have both

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private insurance systems and government-managed systems that control reimbursement for new products and procedures. Market acceptance of our products may depend on the availability and level of coverage and reimbursement in ~~any~~a country within a particular time. In addition, healthcare cost containment efforts similar to those in the U.S. are prevalent in many of the other countries in which we sell, and intend to sell, our products, and these efforts are expected to continue. ~~Please see~~Refer to our risk factor ~~below~~ titled “Changes in Healthcare Legislation and Policy May Have a Material Adverse Effect on Our Business, Financial Condition, ~~and~~or Results of Operations” for additional risks related to the ability of ~~institutions or surgeons~~hospitals to obtain reimbursements.

In China, since 2022, several provinces, including the Hunan Provincial Healthcare Security Administration, have implemented significant limits on what hospitals can charge patients for surgeries using robotic surgical technology, including soft tissue surgery and orthopedics. These limits have significantly impacted the number of procedures performed and have impacted our instruments and accessories revenue in those provinces. Companies providing robotic surgical technology,

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including our joint venture in China, have been meeting with Chinese government healthcare agencies to discuss these developments and to provide feedback. We cannot assure you that additional provincial or national healthcare agencies and administrations will not impose similar limits, and we expect to continue to face increased pricing pressure, both of which could further impact the number of procedures performed and our instruments and accessories revenue in China.

IF ~~DEFECTS OCCUR IN~~ OUR PRODUCTS CONTAIN DEFECTS OR ENCOUNTER PERFORMANCE PROBLEMS, WE MAY ~~INCUR ADDITIONAL UNFORESEEN COSTS, HOSPITALS MAY NOT PURCHASE~~HAVE TO RECALL OUR PRODUCTS AND OUR REPUTATION MAY SUFFER.

Our success depends on the quality and reliability of our products. While we subject components sourced and products manufactured to stringent quality specifications and processes, our products incorporate mechanical parts, electrical components, optical components, and computer software, any of which may contain errors or exhibit failures, especially when products are first introduced. Component failures, manufacturing flaws, design defects, or inadequate disclosure of product-related risks with respect to our products could result in an unsafe condition or injury to, or death of, the patient. In addition, new products or enhancements may contain undetected errors or performance problems that, despite testing, are discovered only after commercial shipment. Because our products are designed to be used to perform complex surgical procedures, due to the serious and costly consequences of product failure, we and our customers have an increased sensitivity to such defects. In the past, we have voluntarily recalled certain products. Although our products are subject to stringent quality processes and controls, we cannot provide assurance that our products will not experience component aging, errors, or performance problems. If we experience product flaws or performance problems, any or all of the following could occur:

•delays in product shipments;

•loss of revenue;

•delay in market acceptance;

•diversion of our resources;

•damage to our reputation;

•product ~~recalls;~~recalls, including, but not be limited to, product withdrawals from the market, labeling changes, design changes, customer notifications, and notifications to global regulatory bodies;

•regulatory actions;

•increased service or warranty costs; or

•product liability claims.

Costs associated with ~~product flaws~~defects or performance problems of our products could have a material adverse effect on our business, financial condition, or results of ~~operations, or cash flows.~~operations.

WE ~~ARE SUBJECT TO PRODUCT LIABILITY~~UTILIZE DISTRIBUTORS FOR A PORTION OF OUR SALES AND ~~NEGLIGENCE CLAIMS RELATING TO THE USE~~SERVICE OF OUR PRODUCTS ~~AND OTHER LEGAL PROCEEDINGS~~IN CERTAIN COUNTRIES, WHICH SUBJECTS US TO A NUMBER OF RISKS THAT COULD HARM OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

We have strategic relationships with a number of key distributors for the sale and service of our products in certain countries. If these strategic relationships are terminated and not replaced, our revenues and/or ability to sell or service our products in the markets serviced by these distributors could be adversely affected. In addition, we may be named as a defendant in lawsuits against our distributors related to sales or service of our products performed by them. Refer to our risk factor titled “We are subject to litigation, investigations, and other legal proceedings relating to our products, customers, competitors, and government regulators that could materially adversely affect our financial condition, divert management’s attention, and harm our business.” Our distributors may affect our ability to effectively market our products in certain countries or regulatory jurisdictions if a distributor holds the regulatory authorization or certification in such countries or within such regions and causes, by action or inaction, the suspension of such marketing authorization or certification or sanctions for non-compliance. It may be difficult, expensive, and time-consuming for us to re-establish market access or regulatory compliance in such cases.

PUBLIC HEALTH CRISES OR EPIDEMIC DISEASES, OR THE PERCEPTION OF THEIR EFFECTS, COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, ~~DIVERT MANAGEMENT’S ATTENTION, AND HARM OUR BUSINESS.~~OR RESULTS OF OPERATIONS.

~~We are,~~Our global operations expose us to risks associated with public health crises and outbreaks of epidemic, pandemic, or contagious diseases, such as the current outbreak of a novel strain of coronavirus (COVID-19). To date, COVID-19 has had, and may ~~become, subject~~continue to ~~various legal proceedings~~have, an adverse impact on our operations, our supply chains and ~~claims that arise in or outside the ordinary course of business. Certain current lawsuits~~distribution systems, and ~~pending proceedings to which we are party,~~our expenses, including ~~purported class actions, product liability litigation, and patent litigation, are described in Note 8 to the Consolidated Financial Statements included in Part II, Item 8.~~

In particular, our business exposes us to significant risks of product liability claims, which are inherent to the medical device industry. Product liability claims have been brought against us by, or on behalf of, individuals alleging that they have sustained personal injuries and/or death as a result of ~~purported product defects,~~preventive and precautionary measures that we, other businesses, and governments have taken and may continue to take. In addition, hospitals are experiencing staffing shortages and supply chain issues that could impact their ability to provide patient care. Due to these impacts and measures, we have experienced, and may continue to experience, significant and unpredictable reductions in the ~~alleged failure to warn, and/~~demand for our products as healthcare customers divert medical resources and priorities towards the treatment of that disease. Also, our customers have delayed, cancelled, or the alleged inadequate training by us of physicians regarding the use of the da Vinci Surgical System. The individuals who have brought the product liability claims seek recovery for their alleged personal injuriesredirected and, in many cases, punitive damages. Current product liability claims have resulted in negative publicity regarding our Company, and these and any other product liability or negligence claims or product recalls also could harm our reputation. Please see our risk factor below titled “Negative Publicity, Whether Accurate or Inaccurate, Concerning Our Products or Our Company Could Reduce Market Acceptance of Our Products and Could Result in Decreased Product Demand and a Decline in Revenues” for additional risks related to the ~~potential effects of negative publicity on our business.~~

The outcome of these product liability claims and other legal proceedings cannot be predicted with certainty. We currently self-insure our product liability risk and maintain third-party insurance coverage for certain other liabilities. However, we cannot determine whether our insurance coverage from third-party carriers, or our self-insurance of product liability risk, would be sufficient to cover the costs or potential losses related to these lawsuits and proceedings or otherwise be excluded under the terms of any third-party policy. Regardless of merit, litigationfuture, may be both time-consuming and disruptive to our operations and cause significant legal costs (including settlements, judgments, legal fees, and other related defense costs) and diversion of management attention. If we do not prevail in the purported class actions, product liability litigation, or other legal proceedings,delay,

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cancel, or redirect, planned capital expenditures in order to focus resources on COVID-19 or in response to economic disruption related to COVID-19. For example, as a result of the global COVID-19 pandemic, in the first half of 2020, we experienced a significant decline in procedure volume in the U.S. and Western Europe, as healthcare systems diverted resources to meet the increasing demands of managing COVID-19. In addition, U.S. and global public health bodies have, at times, recommended delaying elective surgeries during the COVID-19 pandemic, which may continue to negatively impact the usage of our products and the number of da Vinci procedures performed. These delays in elective surgeries may create a patient backlog. The patients in this backlog may or may not use our products when their surgeries are ultimately performed. Also, as we are conducting IDE studies to support 510(k) submission for da Vinci platforms and for seeking new indications, we may ~~be faced~~experience delays in obtaining new product approvals, clearances from the FDA, or approvals or certifications from foreign authorities or notified bodies, or we may experience delays in recruiting patients in our ongoing and planned clinical studies.

As a result of the COVID-19 outbreak, we experienced significant business disruptions, including restrictions on our ability to travel as well as distribute and service our products, temporary closures of our facilities and the facilities of our suppliers and their contract manufacturers, and a reduction in access to our customers due to diverted resources and priorities and the business hours of hospitals, as governments institute prolonged shelter-in-place and/or self-quarantine mandates. For example, our corporate headquarters and many of our operations, including certain of our manufacturing facilities, are located in California, which previously instituted risk reduction orders applicable to our employees in that region, significantly impacting the ability of our employees to get to their places of work to produce products and hampering our products from moving through the supply chain. These unprecedented measures to slow the spread of the virus taken by local governments and healthcare authorities globally, including the deferral of elective medical procedures and social distancing measures, had, and may continue to have, a negative impact on our operations and financial results. Furthermore, our future ways of working changes, including working from home, fully on-site, or in a hybrid fashion, may present additional risks, uncertainties, and costs that could affect our performance, including increased operational risk, uncertainty regarding office space needs, heightened vulnerability to cyberattacks due to remote work, potential reduced productivity, changes to our company culture, and increased costs to ensure our offices are safe and functional as hybrid offices that enable effective collaboration of both remote and in-person colleagues.

In addition, the COVID-19 pandemic adversely affected and may continue to adversely affect the economies and financial markets of many countries, which may result in a period of regional, national, and global economic slowdown or regional, national, or global recessions that could curtail or delay spending by hospitals and affect demand for our products as well as increased risk of customer defaults or delays in payments. Our customers may terminate or amend their agreements for the purchase, lease, or service of our products due to bankruptcy, lack of liquidity, lack of funding, operational failures, or other reasons. COVID-19 and the current financial, economic, and capital markets environment, and future developments in these and other areas, present material uncertainty and risk with ~~significant monetary damages~~respect to our performance, financial condition, volume of business, or ~~injunctive relief against us~~results of operations.

Outbreaks of other epidemic, pandemic, or contagious diseases, such as, historically, the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could also divert medical resources and priorities towards the treatment of that disease. An outbreak of other contagious diseases could negatively affect hospital admission rates or disrupt our business similar to the impact of the COVID-19 pandemic highlighted above. Any of these outbreaks could negatively impact the number of procedures performed and have a material adverse effect on our business, financial condition, or results of ~~operations, or cash flows.~~operations.

WE ~~ARE~~COULD BE SUBJECT TO SIGNIFICANT, UNINSURED ~~LIABILITIES.~~LOSSES, WHICH MAY HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

For certain risks, we do not maintain insurance coverage ~~because of~~due to cost and/or availability. For example, we self-insure our product liability risks, and we indemnify our directors and officers for third-party claims and do not carry insurance to cover that indemnity or the related underlying potential losses. ~~We also~~Also, we do not carry, among other types of coverage, earthquake ~~and cyber~~ insurance. In addition, in the future, we may not continue to maintain certain existing insurance coverage or adequate levels of coverage. Premiums for many types of insurance have increased significantly in recent years and, depending on market conditions and our circumstances, ~~in the future,~~ certain types of insurance, such as directors’ and officers’ insurance, may not be available in the future on acceptable terms or at all. Because we retain some portion of our insurable risks and, in some cases, we are entirely self-insured, unforeseen or catastrophic losses in excess of insurance coverage could require us to pay substantial amounts, which may have a material adverse impact on our business, financial condition, or results of operations.

INFORMATION TECHNOLOGY SYSTEM FAILURES, CYBERATTACKS, OR DEFICIENCIES IN OUR CYBERSECURITY COULD HARM OUR BUSINESS, CUSTOMER RELATIONS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

Our information technology systems are critical to the success of our products, help us operate effectively and efficiently, interface with customers, maintain our supply chain and manufacturing operations, maintain financial accuracy and efficiency,

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and help us produce our Consolidated Financial Statements. If we do not allocate and effectively manage the resources necessary to build and sustain the proper information technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of existing customers, difficulty attracting new customers, business operation disruptions, diversion of the attention of management and key information technology resources, security breaches, or the unauthorized access to, loss of, or damage to intellectual property, confidential information, or personal information. Our information technology systems and those of our third-party service providers, strategic partners, and other contractors or consultants are vulnerable to attack, damage, or interruption from a variety of sources. These sources include computer viruses and malware (e.g., ransomware), malicious code, natural disasters, terrorism, war, telecommunication and electrical failures, hacking, cyberattacks, phishing attacks and other social engineering schemes, employee theft or misuse, human error, fraud, denial or degradation of service attacks, sophisticated nation-state and nation-state-supported actors, or unauthorized access or use by persons inside our organization, or persons with access to systems inside our organization. The risk of a security breach or a disruption has generally increased in number, intensity, and sophistication. Techniques used to compromise or sabotage systems, including the use of advanced technologies, such as machine learning or artificial intelligence, change frequently, may originate from less regulated and remote areas of the world, may be difficult to detect, and generally are not recognized until after they are launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If our information technology systems, or those of our critical third-party vendors, do not effectively and securely collect, store, process, and report relevant data for the operation of our business, our ability to effectively plan, forecast, and execute our business plan and comply with applicable laws and regulations could be impaired. Any such impairment could materially and adversely affect our financial condition, results of operations, and the timeliness with which we report our internal and external operating results.

Our business requires us to use and store customer, employee, and business partner personal information. This may include names, addresses, phone numbers, email addresses, contact preferences, tax identification numbers, and payment account information. We have implemented, and our critical third-party vendors may implement, various controls, systems, and processes intended to secure our information technology systems and the information on it. For example, we require usernames and passwords in order to access our information technology systems and use encryption and authentication technologies to secure the transmission and storage of data. We also have programs in place to detect, contain, and respond to data security incidents, and we make ongoing improvements to our information-sharing products in order to minimize vulnerabilities, in accordance with industry and regulatory standards. However, we cannot guarantee that these measures will be effective or ~~cash flows.~~that attempted security breaches or disruptions would not be successful or damaging. These security measures may be compromised as a result of security breaches by unauthorized persons, employee error, malfeasance, faulty password management, or other irregularity and result in persons obtaining unauthorized access to our data or accounts. Third parties may attempt to fraudulently induce employees or customers into disclosing usernames, passwords, or other sensitive information or otherwise attempt to hack into our information technology systems to obtain personal data relating to patients or employees, our confidential or proprietary information, or confidential information we hold on behalf of third parties. In addition, with the prolific use of artificial intelligence technologies, there is an increased risk of unauthorized or accidental disclosure. For example, our employees, third-party service providers, strategic partners, or other contractors or consultants may input inappropriate or confidential information into an artificial intelligence system (in particular, a system that is managed, owned, or controlled by a third party), thereby compromising our business operations. Even if the vulnerabilities that may lead to the foregoing are identified, we may be unable to adequately investigate or remediate due to attackers increasingly using tools and techniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. The occurrence of any of these events may cause business operation disruptions, diversion of the attention of management and key information technology resources, and possibly lead to security breaches of, or the unauthorized access to, our confidential information or other business data. If the unauthorized persons successfully hack into or interfere with our connected products or services, they may create issues with product functionality that could pose a risk of the loss of data, a risk to patient safety, and a risk of product recall or field action, which could adversely impact our business and reputation. We may also face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, a situation that has persisted since the beginning of the COVID-19 pandemic, which may create additional opportunities for cybercriminals to exploit vulnerabilities.

As described above, we also rely on external vendors to supply and/or support certain aspects of our information technology systems. The systems of these external vendors may contain defects in design or manufacture or other problems that could unexpectedly compromise the security of our own information technology systems, and we are dependent on these third parties to deploy appropriate security programs to protect their systems. In addition to potential exposure to data breaches, security and cybersecurity incidents, or other actions that may compromise the security of or interfere with the function of our systems, defects or vulnerabilities in the software or systems of our external vendors may expose failures in our internal controls and risk management processes, which may adversely impact our business, financial condition, or results of operations and may also harm our reputation, brand, and customer relationships.

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While we devote significant resources to network security, data encryption, and other security measures to protect our systems and data, these security measures cannot provide absolute security. We and certain of our service providers are, from time to time, subject to cyberattacks and security breaches and incidents. We consider such cyberattacks or security breaches and incidents to be in the ordinary course of business for a company of our size in our industry. While we do not believe that we have experienced any significant system failure, accident, or security breach to date, if such an event were to occur, it could impair our ability to attract and retain customers for our products, impact the price of our stock, materially damage commercial relationships, and expose us to litigation or government investigations, which could result in penalties, fines, or judgments against us. The costs to us to eliminate or alleviate network security problems, bugs, viruses, worms, ransomware and other malicious software programs, and security vulnerabilities could be significant. Our efforts to address these problems may not be successful and could result in unexpected interruptions, delays, cessation of service, and harm to our business operations. Moreover, if a security breach affects our systems or results in the unauthorized release of personal information, our reputation and brand could be materially damaged, and use of our products and services could decrease. We would also be exposed to a risk of loss, litigation and potential liability, and regulatory scrutiny, which could have a material adverse impact on our business, financial condition, or results of operations.

Furthermore, we may implement changes to information technology systems that could have significant impacts on our manufacturing, sales, and finance functions, among other teams. These impacts may include (i) operational disruptions resulting from the slow adaptation of the new information technology systems by employees, whether due to inadequate training or resistance to change, or data loss during the transition to the updated information technology system, including critical customer data, or improper planning leading to the loss of essential software features needed for specific business requirements; (ii) inaccurate financial reporting due to inaccurate data transfer or technical issues; (iii) financial losses due to system failures or cost overruns; (iv) security risks involving potential data breaches, unauthorized access, or loss of sensitive information; (v) compliance risks arising should the updated technology fail to meet regulatory requirements or industry standards; and (vi) strategic risks if the technology implementation fails to deliver the expected benefits.

While we maintain cyber insurance coverage that is intended to address data security risks, such insurance coverage may be insufficient to cover all losses or claims that may arise.

THE FAILURE TO ATTRACT AND RETAIN KEY PERSONNEL COULD HARM OUR ABILITY TO COMPETE, AND CHANGES IN OUR EXISTING LABOR RELATIONSHIPS COULD MATERIALLY ADVERSELY IMPACT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

We are highly dependent on the principal members of our management and scientific staff. For example, our product development plans depend, in part, on our ability to attract and retain software, mechanical, electrical, and robotics engineers. Attracting and retaining qualified personnel is critical to our success, and competition for qualified personnel is intense. We may not be able to attract and retain personnel on acceptable terms given the constrained labor market and competition for such personnel. Additionally, as a result of the volatility in our stock price, certain long-term incentive benefits, such as equity grants, may be viewed as having less value and, accordingly, could lead to higher attrition. Moreover, we may also encounter higher costs of labor through recruiting expenses, wage rates, retention benefits, or the potential existence of different employee/employer relationships, such as work councils and/or labor unions.

Fluctuations in labor availability globally, including labor shortages and staff burnout and attrition, may also impact our ability to hire and retain personnel critical to our manufacturing, logistics, and commercial operations. The extent and duration of the impact of labor market challenges are subject to numerous factors, including the remaining impact of COVID-19, availability of qualified and highly skilled persons in the markets where we operate and unemployment levels within these markets, behavioral changes, such as fully engaging employees, including those working from home or in a hybrid fashion, prevailing wage rates, health and other insurance and benefit costs, inflation, adoption of new or revised employment and labor laws and regulations or government programs, safety levels of our operations, and our reputation within the labor market. The loss of any of our qualified personnel or our inability to attract and retain qualified personnel could harm our business and our ability to compete, and related expenses could adversely affect our results of operations and financial condition.

Moreover, if we fail to attract, motivate, or retain personnel, or relax our standards in order to meet the demands of our growth, our corporate culture, our ability to achieve our strategic objectives, and our compliance with obligations under our internal controls and other requirements may be harmed. We believe that a critical contributor to our success has been our corporate culture, which we believe fosters innovation, teamwork, and a focus on execution, as well as facilitates critical knowledge transfer and knowledge sharing. We could also be subject to union or council efforts to organize our employees. These organizational efforts, if successful, decrease operational flexibility and could adversely affect our operating efficiency. In addition, our response to any organizational efforts could be perceived negatively and harm our business and reputation.

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NEGATIVE PUBLICITY, WHETHER ACCURATE OR INACCURATE, CONCERNING OUR PRODUCTS OR OUR COMPANY COULD REDUCE MARKET ACCEPTANCE OF OUR PRODUCTS AND COULD RESULT IN DECREASED PRODUCT DEMAND AND ~~A DECLINE IN~~REDUCED REVENUES.

There have been reports and articles published ~~and reports~~ questioning patient safety and efficacy associated with robotic-assisted surgery with the da Vinci ~~Surgical System and~~surgical system, its cost relative to other disease management methods, and the adequacy of surgeon training. Negative publicity, including statements made by public officials, whether accurate or inaccurate, concerning our products or our Company could reduce market acceptance of our products and could result in decreased product demand and a decline in revenues. In addition, significant negative publicity could result in an increased number of product liability claims, regardless of whether these claims are meritorious. The number of claims could be further increased by plaintiffs’ law firms that use a wide variety of media to advertise their services and solicit clients for product liability cases against us.

~~IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO ATTRACT AND RETAIN ADDITIONAL PERSONNEL, OUR ABILITY TO COMPETE WILL BE HARMED.~~

We are highly dependent on the principal members of our management and scientific staff. For example, our product development plans depend, in part, on our ability to attract and retain engineers with experience in mechanics, electronics, software, and optics. Attracting and retaining qualified personnel will be critical to our success, and competition for qualified personnel is intense. We may not be able to attract and retain personnel on acceptable terms given the competition for such personnel among technology and healthcare companies and universities. The loss of any of these persons or our inability to attract and retain qualified personnel could harm our business and our ability to compete.

~~OUR RELIANCE ON SOLE AND SINGLE SOURCE SUPPLIERS COULD HARM OUR ABILITY TO MEET DEMAND FOR OUR PRODUCTS IN A TIMELY MANNER OR WITHIN BUDGET.~~

Some of the components necessary for the assembly of our products are currently provided to us by sole-sourced suppliers or single-sourced suppliers. We generally purchase components through purchase orders rather than long-term supply agreements and generally do not maintain large volumes of inventory. While alternative suppliers exist and could be identified for sole-sourced components, the disruption or termination of the supply of components could cause a significant increase in the costs of these components, which could affect our operating results. A disruption or termination in the supply of components could also result in our inability to meet demand for our products, which could harm our ability to generate revenues, lead to customer dissatisfaction, and damage our reputation. Furthermore, if we are required to change the manufacturer of a key component of our products, we may be required to verify that the new manufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations and guidelines. The delays associated with the verification of a new manufacturer could delay our ability to manufacture our products in a timely manner or within budget, which may have a material adverse impact on our business, financial condition, results of operations, or cash flows.

WE EXPERIENCE LONG AND VARIABLE CAPITAL SALES CYCLES AND SEASONALITY IN OUR BUSINESS, WHICH MAY CAUSE FLUCTUATIONS IN OUR FINANCIAL RESULTS.

The sales and purchase order cycle of our ~~da Vinci Surgical System~~systems is lengthy, because ~~it is a~~the systems are major capital ~~item~~items and ~~its~~their purchase generally requires the approval of senior management of hospitals, their parent organizations, purchasing groups, and government bodies, as applicable. In addition, sales to some of our customers are subject to competitive bidding or public tender processes. These approval and bidding processes can be lengthy. As a result, hospitals may delay or accelerate system purchases in conjunction with the timing of their capital budget timelines. Further, IDN groups are creating larger networks of ~~da Vinci~~ system users with increasing purchasing power and are increasingly evaluating their robotic-assisted surgery programs to optimize the efficiency of surgeries using da Vinci s~~Surgical Systems.~~urgical systems. Further, the introduction of new products could adversely impact our sales cycle as customers take additional time to assess the benefits and costs of such products. As a result, it is difficult for us to predict the length of capital sales cycles and, therefore, the exact timing of capital sales. Historically, our

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sales of da Vinci ~~Surgical Systems~~surgical systems have tended to be heavier in the fourth quarter and lighter in the first quarter, as hospital budgets are reset.

We have experienced procedure growth for a number of benign conditions, including ~~hysterectomies, sacrocolpopexies,~~ hernia repairs, hysterectomies, cholecystectomies, bariatrics, and certain other surgeries. Many of these types of surgeries may be postponed in the short term by patients to avoid vacation periods and for other personal scheduling reasons. Patients may also accelerate procedures to take advantage of insurance funding cut-off dates. Historically, we have experienced lower procedure volume in the first and third quarters of the year and higher procedure volume in the second and fourth quarters of the year. The timing of procedures and changes in procedure growth directly affect the timing of ~~instrument~~instruments and ~~accessory purchases~~accessories and capital purchases by customers.

The above factors may contribute to substantial fluctuations in our quarterly operating results. Because of these fluctuations, it is possible that, in future periods, our operating results will fall below the expectations of securities analysts or investors. If that happens, the market price of our stock would likely decrease. These fluctuations, among other factors, also mean that our operating results in any particular period may not be relied upon as an indication of future performance.

~~NEW PRODUCT DEVELOPMENTS~~WE OFFER ALTERNATIVE CAPITAL ACQUISITION APPROACHES AND, ~~INTRODUCTIONS MAY ADVERSELY IMPACT~~AS A RESULT, WE ARE EXPOSED TO THE CREDIT RISK OF SOME OF OUR ~~FINANCIAL RESULTS.~~CUSTOMERS AND THE RISK OF LOSSES OF REVENUE, WHICH COULD RESULT IN MATERIAL LOSSES.

We develop and introduce new products with enhanced features and extended capabilities from time to time. We may introduce new products that target different markets than what our existing products target. The success of new product introductions depends on a number of factors including, but not limited to, timely and successful research and development, regulatory clearances or approvals, pricing, competition, market and consumer acceptance, the effective forecasting and management of product demand, inventory levels, the management of manufacturing and supply costs, and the risk that new products may have quality or other defects in the early stages of introduction.

We invest substantially in various research and development projects to expand our product offerings. Our research and development efforts are critical to our success, and our research and development projects may not be successful. We may be unable to develop and market new products successfully, and the products we invest in and develop may not be well-received by customers or meet our expectations. Our research and development investments may not generate significant operating income or contribute to our future operating resultsbelieve customer financing through leasing is an important consideration for several years, and such contributions may not meet our expectations or even cover the costs of such investments. In addition, the introduction or announcement of new products or product enhancements may shorten the life cyclesome of our ~~existing products or reduce demand for our current products, thereby offsetting any benefits of successful product introductions~~customers and ~~potentially leading to challenges in managing inventory of existing products.~~

Our products are subject to various regulatory processes, and we must obtain and maintain regulatory approvals in order to sell our new products. If a potential purchaser believes that we plan to introduce a new product in the near future or if a potential purchaser is located in a country where a new product that we have introduced has not yet received regulatory clearance, planned purchases may be deferred or delayed. In the past, we have experienced ~~a slowdown~~an increase in demand for ~~existing products in advance~~customer financing. Lease financing arrangements have the effect of ~~new~~reducing cash flows at lease commencement and, instead, spread them over the life of the lease term, which increases the time taken to recover our product ~~introductions~~costs and can impact our liquidity. We may experience losses from a ~~slowdown~~customer’s failure to make payments according to the contractual lease terms. Our exposure to the credit risks relating to our lease financing arrangements may increase if our customers are adversely affected by changes in ~~demand~~healthcare laws, coverage, and reimbursement, economic pressures or uncertainty, or other customer-specific factors.

Although we have programs in place that are designed to monitor and mitigate the associated risks, there can be no assurance that such programs will be effective in reducing credit risks relating to these lease financing arrangements. If the level of credit losses we experience in the future ~~as well. It is also possible that a new product introduction~~exceeds our expectations, such losses could ~~cause downward pressure on the prices of our existing products or require us to change how we sell our products, either of which could have material adverse effect on our revenues.~~

If we fail to effectively develop new products and manage new product introductions in the future, our business, financial condition, results of operations, or cash flows could be materially adversely impacted.

~~WE ARE SUBJECT TO A VARIETY OF RISKS DUE TO OUR OPERATIONS OUTSIDE OF THE U.S.~~

We manufacture, perform research and development activities, and distribute our products in OUS markets. Revenue from OUS markets accounted for approximately 32%, 30%, and 29% of our revenue for the years ended December 31, 2020, 2019, and 2018, respectively. Our OUS operations are, and will continue to be, subject to a number of risks including:

•~~failure to obtain or maintain the same degree of protection against infringement of our intellectual property rights as we have in the U.S.;~~

•~~multiple OUS regulatory requirements that are subject to change and that could impact our ability to manufacture and sell our products;~~

•~~changes in tariffs, trade barriers, and regulatory requirements;~~

•~~protectionist laws, policies, and business practices that favor local competitors or lead to non-U.S. customers favoring domestic technology solutions, which could slow our growth in OUS markets;~~

•~~local or national regulations that make it difficult or impractical to market or use our products;~~

•~~U.S. relations with the governments of the foreign countries in which we operate;~~

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•~~inability or regulatory limitations on our ability to move goods across borders;~~

•~~the risks associated with foreign currency exchange rate fluctuations;~~

•~~difficulty in establishing, staffing, and managing OUS operations, including differing labor relations;~~

•~~the expense of establishing facilities and operations in new foreign markets;~~

•~~building and maintaining an organization capable of supporting geographically dispersed operations, including appropriate business procedures and controls;~~

•~~anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act ("FCPA"), and other local laws prohibiting corrupt payments to governmental officials;~~

•~~antitrust and anti-competition laws;~~

•~~economic weakness, including inflation, or political instability in particular foreign economies and markets; and~~

•~~business interruptions due to natural disasters, outbreak of disease, and other events beyond our control.~~

We have increased, and will continue to increase, our operations in China. There is inherent risk, based on the complex relationships between China and the U.S., that political, diplomatic, military, or other events could result in business disruptions, including increased regulatory enforcement against companies, tariffs, trade embargoes, and export restrictions. Any of these events could reduce customer demand, increase the cost of our products and services, or otherwise have a materially adverse impact on our customers' and suppliers' businesses and results of operations.

For example, in 2020, the U.S. government amended the Entity List rules to expand the requirement to obtain a license prior to the export of certain technologies. In addition, in 2020, a new U.S. regulation seeks to prohibit the U.S. government from contracting with companies who use the products or services of certain Chinese companies. We believe that these regulations do not materially impact our business at this time but cannot predict the impact that additional regulatory changes may have on our business in the future. These actions or similar actions may result in policies and regulations in response that could adversely affect our business operations in China, or may otherwise limit our ability to offer our products and services in China and other parts of the world.

Following a national referendum and enactment of legislation by the government of the United Kingdom (the “UK”), the UK formally withdrew from the European Union (the “EU”) and ratified a trade and cooperation agreement governing its future relationship with the EU. The agreement, which is being applied provisionally from January 1, 2021, until it is ratified by the European Parliament and the Council of the European Union, addresses trade, economic arrangements, law enforcement, judicial cooperation, and a governance framework, including procedures for dispute resolution, among other things. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the UK and the EU, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal. These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on ~~global economic conditions and~~our financial ~~markets, and~~condition or results of operations.

Certain of our ~~business would likely be impacted and~~leasing arrangements allow customers to cancel, return, or upgrade the ~~demand for our products could be depressed.~~

~~In addition, the U.S. federal government has made changes to U.S. trade policy, including entering into a successor~~systems leased prior to the ~~North American Free Trade Agreement ("NAFTA"), known as~~end of the ~~United States-Mexico-Canada Agreement ("USMCA"), effective as~~lease term without incurring a financial penalty. We also lease our systems to certain qualified customers where the lease payments are based on their usage of ~~July 1, 2020. In addition,~~ the ~~U.S. federal government has implemented, or is considering~~systems. While leases, including usage-based arrangements, enable our customers to upgrade and get access to new technologies faster, it may also enable competitors to more easily induce customers to switch to a competitor’s system. Furthermore, depending on the ~~imposition~~timing and terms of ~~tariffs~~the upgrade transaction, the amount of revenue generated on ~~certain foreign goods. Such tariffs~~the initial and upgraded lease arrangements may not, in the aggregate, generate the same amount of revenue that a traditional sale and trade-in transaction would. Also, if enacted, any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, Asia, and other countries,customers do not perform a sufficient number of procedures on our

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systems leased under usage-based arrangements, it could ~~adversely~~ impact our ~~ability~~profitability on those transactions. Moreover, the usage of those systems could vary from quarter to ~~sell products and services~~quarter, which could result in higher variability in our ~~OUS markets. Tariffs could increase~~revenue under those arrangements, including a significant reduction in revenue if the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the gross margin that we earn on our products, which could make our products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services.

Furthermore, a large portion of our OUS sales are denominated in U.S. dollars. As a result, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive and/usage ends. Additionally, if customers return or ~~less affordable in OUS markets.~~

~~If we are unable to meet and manage~~terminate these ~~risks, our OUS operations may not be successful, which would limit the growth of our business and~~arrangements prematurely, it could have a material adverse effect on our business, financial condition, or result of ~~operations, or cash flows.~~operations.

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~~DISRUPTION OF CRITICAL INFORMATION SYSTEMS~~ THIRD PARTIES MAY OFFER TO SELL TO OUR CUSTOMERS REMANUFACTURED AND/OR ~~MATERIAL BREACHES IN THE SECURITY OF~~UNAUTHORIZED INSTRUMENTS AND ACCESSORIES OR TO SERVICE OUR SYSTEMS, WHICH COULD ~~HARM~~NEGATIVELY IMPACT SAFETY, OUR ~~BUSINESS, CUSTOMER RELATIONS,~~FINANCIAL RESULTS, AND ~~FINANCIAL CONDITION.~~OUR REPUTATION.

~~Information technology helps us operate efficiently, interface~~A significant portion of our revenue is generated through our sales of instruments and accessories. Third parties have offered and may continue to offer customers counterfeit instruments and accessories and/or instruments and accessories that have been remanufactured and/or are unauthorized, including instruments that have been remanufactured to support the use of some of our limited-use instruments beyond their labeled useful life. As of the filing date, we are unaware that the FDA or any other regulatory agency has granted 510(k) or equivalent market authorization for the remanufacturing of any instruments for use with ~~customers, maintain financial accuracy and efficiency, and accurately produce~~a da Vinci X or da Vinci Xi surgical system, but we understand that the FDA has granted 510(k) clearance to one company for a remanufactured EndoWrist instrument used with our ~~financial statements. If~~da Vinci Si surgical system. While we generally do not ~~allocate~~approve the use by our customers of unauthorized and ~~effectively manage the resources necessary to build~~unapproved instruments and ~~sustain the proper technology infrastructure, we~~accessories that lack FDA clearance or other applicable regulatory approval or certification with our systems, such activities could ~~be subject to transaction errors, processing inefficiencies, the loss of customers, business disruptions,~~ potentially result in reduced revenue, increased patient safety risks, and negative publicity for us if these products cause injuries and/or ~~the loss of or damage to intellectual property through security breach. If our data management systems~~ do not effectively collect, store, process, and report relevant data for the operation of our business, whether due to equipment malfunction or constraints, software deficiencies, or human error, our ability to effectively plan, forecast, and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially. Any such impairment could materially and adversely affect our financial condition, results of operations, cash flows, and the timeliness with which we report our internal and external operating results.

Our business requires us to use and store customer, employee, and business partner personally identifiable information (“PII”). This may include names, addresses, phone numbers, email addresses, contact preferences, tax identification numbers, and payment account information. We require user names and passwords in order to access our information technology systems. We also use encryption and authentication technologies to secure the transmission and storage of data. These security measures may be compromisedfunction as a result of security breaches by unauthorized persons, employee error, malfeasance, faulty password management, or other irregularity and result in persons obtaining unauthorized access to our data or accounts. Third parties may attempt to fraudulently induce employees or customers into disclosing user names, passwords, or other sensitive information, which may in turn beintended when used to access our information technology systems. For example, our employees have received “phishing” emails and phone calls attempting to induce them to divulge passwords and other sensitive information.

In addition, unauthorized persons may attempt to hack into our products or systems to obtain personal data relating to patients or employees, our confidential or proprietary information, or confidential information we hold on behalf of third parties. If the unauthorized persons successfully hack into or interfere with our ~~connected products or services, they may create issues with product functionality that could pose a risk~~systems, any of loss of data, a risk to patient safety, and a risk of product recall or field activity, which could adversely impact our business and reputation. We have programs in place to detect, contain, and respond to data security incidents, and we make ongoing improvements to our information-sharing products in order to minimize vulnerabilities, in accordance with industry and regulatory standards. However, because the techniques used to obtain unauthorized access to or sabotage systems change frequently and may be difficult to detect, we may not be able to anticipate and prevent these intrusions or mitigate them when and if they occur.

We also rely on external vendors to supply and/or support certain aspects of our information technology systems. The systems of these external vendors may contain defects in design or manufacture or other problems that could unexpectedly compromise information security of our own systems, and we are dependent on these third parties to deploy appropriate security programs to protect their systems.

While we devote significant resources to network security, data encryption, and other security measures to protect our systems and data, these security measures cannot provide absolute security. We may experience a breach of our systems and may be unable to protect sensitive data. It is possible for such vulnerabilities to remain undetected for an extended period, including several years or longer. The costs to us to eliminate or alleviate network security problems, bugs, viruses, worms, ransomware and other malicious software programs, and security vulnerabilities could be significant. Our efforts to address these problems may not be successful and could result in unexpected interruptions, delays, cessation of service, and harm to our business operations. Moreover, if a computer security breach affects our systems or results in the unauthorized release of PII, our reputation and brand could be materially damaged, and use of our products and services could decrease. We would also be exposed to a risk of loss or litigation and potential liability, which could have a material adverse ~~impact~~effect on our business, financial condition, or results of ~~operations,~~operations. In addition, we may be subject to laws that regulate or ~~cash flows.~~attempt to regulate the manner in which third-party instruments and accessories or third-party service providers interact with our systems, and such laws could also negatively impact our business, financial condition, or results of operations.

OUR BUSINESS IS SUBJECT TO COMPLEX AND EVOLVING LAWS AND REGULATIONS REGARDING PRIVACY, DATA PROTECTION, AND OTHER MATTERS RELATING TO INFORMATION COLLECTION.

There are numerous state, federal, and foreign laws, regulations, decisions, and directives regarding data privacy and security and the collection, storage, transmission, use, ~~processing,~~ disclosure, and ~~protection~~other processing of different types of ~~personal data and personal~~ information ~~("Personal Information")~~about individuals and other data (including customer ~~or other data,~~data), the scope of which is continually evolving and subject to differing interpretations. We may be subject to significant consequences, including penalties and fines, for any failure to comply with such laws, regulations, and directives.

For example, the ~~General Data Protection Regulation (the "GDPR"),~~GDPR, which is in effect across the ~~European Economic Area (the "EEA"),~~EEA, imposes several stringent requirements for controllers and processors of ~~personal~~ data ~~and increased our obligations,~~relating to an identifiable living individual or “personal data” including, for example, by imposing ~~higher~~strict standards when obtaining consent from individuals to process their personal data, requiring ~~more~~ robust disclosures to individuals, ~~strengthening~~providing individual data rights, ~~shortening~~imposing short timelines for data breach notifications, limiting retention periods and secondary use of information, ~~increasing~~imposing certain requirements pertaining to health data as

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well as ~~pseudonymised~~pseudonymized (i.e., key-coded) data, ~~and imposing~~regulating cross-border transfers of personal data out of the EEA, as well as additional obligations when we contract third-party processors in connection with the processing of personal data. The GDPR also includes a principle of accountability and the obligation to demonstrate compliance with the foregoing obligations through policies, procedures, training, and audits. The GDPR provides that EUEEA member states may make their own further laws and regulations limiting the processing of genetic, biometric, or health data, which could limit our ability to use and share personal data or could cause our costs to increase and harm our business and financial condition. Failure to comply with the requirements of the GDPR and the applicable national data protection laws of the EUEEA member states may result in significant fines, ~~of up~~regulatory investigations, reputational damage, orders to ~~4% of the total worldwide annual turnover of the preceding financial year and other administrative penalties.~~cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit), and/or civil claims (including class actions). Compliance with ~~the new~~ data protection ~~rules~~obligations imposed by GDPR and EEA member state laws may be onerous and adversely affect our business, financial condition, ~~and~~or results of operations.

~~California recently passed~~Further, since 2021, we have been subject to the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors the obligations, monetary fines, and enforcement regime under the GDPR; however, the relationship between the UK and the EU in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term and how data transfers to and from the UK will be regulated in the long term. These changes may lead to additional costs and increase our overall risk exposure. We are also subject to evolving EEA and UK privacy laws on cookies, tracking technologies, and e-marketing, which continue to evolve and which regulators actively enforce.

In the United States, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder, imposes privacy, security, and breach notification obligations on certain healthcare providers, health plans, and healthcare clearinghouses, known as covered entities, as well as their business associates that perform certain services that involve creating, receiving, maintaining, or transmitting individually identifiable health information for or on behalf of such covered

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entities and their covered subcontractors. Entities that are found to be in violation of HIPAA, as the result of a breach of unsecured personal information, a complaint about privacy practices, or an audit by the U.S. Department of Health and Human Services (“HHS”), may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if they are required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

Even when HIPAA does not apply, according to the Federal Trade Commission (the “FTC”), violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair and/or deceptive acts or practices in violation of Section 5(a) of the FTC Act. The FTC has authority to initiate enforcement actions against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information, or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Additionally, federal and state consumer protection laws are increasingly being applied by the FTC and states’ attorneys general to regulate the collection, use, storage, and disclosure of personal or personally identifiable information, through websites or otherwise, and to regulate the presentation of website content.

Further, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”)~~, which~~ gives California residents expanded rights to access, correct, and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is ~~considered by many to be the most far-reaching data privacy law introduced in the US to date and which introduces new~~used. The CCPA imposes compliance burdens on many organizations doing business in California ~~who~~that collect ~~Personal Information~~personal information about California residents. The CCPA’s definition of ~~Personal Information~~personal information is very broad and specifically includes biometric ~~information.~~information (though information subject to HIPAA is expressly exempted). The CCPA ~~took effect in 2020 and will allow~~allows for significant fines by the state attorney general, as well as a private right of action from individuals in relation to certain security breaches. The enactment of the CCPA ~~is prompting~~has prompted a wave of similar legislative developments in other USU.S. states, such as Virginia, Colorado, Connecticut, and ~~creating~~Utah, and at the ~~potential for~~federal level, reflecting a ~~patchwork of overlapping but different state laws.~~trend toward more stringent privacy legislation in the U.S. These developments are increasing our compliance burden and our risk, including risks of regulatory fines, litigation, and associated reputational harm. Additionally, a new California ballot initiative, the California Privacy Rights Act (the “CPRA”) recently passed in California. The CPRA will impose additional data protection obligations on companies doing business in California. The majority of the provisions will go into effect on January 1, 2023, and additional compliance investment and potential business process changes may be required.

In addition, recent legal developments in Europe have created complexity and compliance uncertainty regarding certain transfers of ~~Personal Information~~personal data from the EEA or UK to third countries, including the United States. ~~For example, on July 16, 2020,~~Case law from the Court of Justice of the European Union (the ~~"CJEU"~~“CJEU”) ~~invalidated~~states that the EU-US Privacy Shield Framework ("Privacy Shield") under which Personal Information could be transferred from the EU to US entities who had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of EU-specified standard contractual clauses (a standard form of contract approved by the ~~EU commission~~European Commission as an adequate ~~Personal Information~~personal data transfer ~~mechanism), it made clear that reliance on them~~mechanism and potential alternative to the Privacy Shield) alone may not necessarily be sufficient in all circumstances and that ~~their use~~transfers must be assessed on a case-by-case basis. On October 7, 2022, President Biden signed an Executive Order on ‘Enhancing Safeguards for United States Intelligence Activities,’ which introduced new redress mechanisms and binding safeguards to address the concerns raised by the CJEU in relation to data transfers from the EEA to the United States and which formed the basis ~~taking~~of the new EU-US Data Privacy Framework (“DPF”), as released on December 13, 2022. The European Commission adopted its Adequacy Decision in relation to the DPF on July 10, 2023, rendering the DPF effective as an EU GDPR transfer mechanism to U.S. entities self-certified under the DPF. On October 12, 2023, the UK Extension to the DPF came into ~~account~~effect (as approved by the ~~surveillance laws~~UK Government), as a UK GDPR data transfer mechanism to U.S. entities self-certified under the UK Extension to the DPF. However, we expect the existing legal complexity and ~~right of individuals in~~uncertainty regarding international persona data transfers to continue. In particular, we expect the ~~destination country. The CJEU went on~~DPF Adequacy Decision to ~~state that, if the competent supervisory authority believes that the standard contractual clauses cannot~~ be complied with in the recipient country and the required level of protection cannot be secured by other means, such supervisory authority is under an obligation to suspend or prohibit that transfer unless the data exporter has already done so itself.challenged.

We rely on a mixture of mechanisms to transfer personal data from our EU business to the U.S. ~~(including having previously relied on Privacy Shield)~~ and are evaluating ~~what~~whether additional mechanisms ~~may~~will be required to establish adequate safeguards for ~~Personal Information.~~personal data. We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. In particular, we expect the DPF Adequacy Decision to be challenged and international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators. As supervisory authorities issue further guidance on ~~Personal Information~~personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used and/or start taking enforcement action, we could suffer additional costs, complaints, and/or regulatory investigations or fines. As the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, we could suffer additional costs, complaints, and/or regulatory investigations or fines, and we may have to stop using certain tools and vendors. Moreover, if we are unable to transfer ~~Personal Information~~personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our ~~services and~~services. These operational changes could adversely affect our business, financial ~~results.~~condition, or results of operations.

In China, we are also subject to various aspects of the country’s data compliance regime, which can include the Cybersecurity Law, the Data Security Law, and the Personal Information Protection Law (“PIPL”). In addition, the relevant government authorities of China promulgated several regulations or released a number of draft regulations for public comment that are designed to provide further implemental guidance in accordance with these laws. We cannot predict what impact the

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new laws and regulations or the increased costs of compliance, if any, will have on our operations in China, in particular the Data Security Law or PIPL, due to their recent enactment and the limited guidance available. It is also generally unclear how the laws will be interpreted and enforced in practice by the relevant government authorities, as these laws are drafted broadly and, thus, leave great discretion to the relevant government authorities to exercise.

In Israel, The Protection of Privacy Law, 5741-1981 (the “Israeli Privacy Law”) regulates the protection of privacy and personal data, along with several other specific regulations enacted thereunder and, in particular, the Privacy Protection Regulations (Data Security), 5777-2017 (together with Israeli Protection of Privacy Law, the “Israeli Privacy Law and Regulations”). Under the Israeli Privacy Law and Regulations, organizations are subject to various privacy and data protection requirements, including mandatory registration of databases with the Israeli Registrar of Databases (if certain conditions are met), executing data processing agreements with data recipients, safeguarding the collection and processing of personal data, safeguarding the transfer of personal data (which is specifically subject to the requirements of the Privacy Protection Regulations), personal data breach notification obligations, and other requirements. The Privacy Protection Authority (the “PPA”) is responsible for enforcement of the Israeli Privacy Law and Regulations and periodically publishes opinions and guidelines on privacy matters. In terms of enforcement, failure to comply with the Israeli Privacy Law and Regulations can result in PPA investigations, administrative fines or sanctions, and civil or criminal actions (civil proceedings may include statutory damages without the need to prove actual damages).

Furthermore, any failure, or perceived failure, by us to comply with or make effective modifications to our policies or to comply with any federal, state, or international privacy, data-retention, or data-protection-related laws, regulations, orders, or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of customer confidence, damage to our brand and reputation, and a loss of customers, any of which could have an adverse effect on our business. In addition, various federal, state, and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning privacy, data-retention, and data-protection issues, including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which could adversely impact our business or our reputation

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with customers. For example, some countries have adopted laws mandating that some ~~Personal Information~~personal information regarding customers in their country be maintained solely in their country. Having to maintain local data centers and redesign product, service, and business operations to limit ~~Personal Information~~personal information processing to within individual countries could increase our operating costs significantly.

~~IF WE FAIL TO SUCCESSFULLY ACQUIRE OR INTEGRATE NEW BUSINESSES, PRODUCTS,~~ONGOING AND ~~TECHNOLOGY, WE MAY NOT REALIZE EXPECTED BENEFITS OR~~POTENTIAL FUTURE GLOBAL CONFLICTS COULD ADVERSELY AFFECT OUR BUSINESS, ~~MAY BE HARMED.~~FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

~~We need~~In February 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region has continued. Russia’s military actions against Ukraine have led to ~~grow our businesses in response to changing technologies, customer demands,~~substantial expansion of sanction programs imposed by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan, and ~~competitive pressures. In some circumstances, we may decide to grow our business through~~other countries against Russia, Belarus, the ~~acquisition~~Crimea Region of ~~complementary businesses, products, or technologies rather than through internal development.~~Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including, among others:

Identifying suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to identify suitable candidates or successfully complete identified acquisitions. In addition, completing an acquisition can divert our management and key personnel from our business operations, which could harm our business and affect our financial results. Even if we complete an acquisition, we may not be able to successfully integrate newly acquired organizations, products, technologies, or employees into our operations or may not fully realize•blocking sanctions against some of the ~~expected synergies. An acquired company may~~largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication payment system) and certain Russian businesses, some of which have ~~deficiencies~~significant financial and trade ties to the European Union;

•blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians, and those with government connections or involved in ~~product quality, regulatory marketing authorizations, or intellectual property protections, which are not detected during due diligence activities or which are unasserted~~Russian military activities; and

•blocking of Russia’s foreign currency reserves as well as expansion of sectoral sanctions and export and trade restrictions, limitations on investments and access to capital markets, and bans on various Russian imports.

In retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency markets, the Russian authorities also imposed significant currency control measures aimed at restricting the ~~time~~outflow of ~~acquisition. It may be difficult, expensive,~~foreign currency and time-consuming for us to re-establish market access, regulatory compliance, or cure such deficiencies in product quality or intellectual property protection in such cases, which may have a material adverse impactcapital from Russia, imposed various restrictions on ~~our~~transacting with non-Russian parties, banned exports of various products, and imposed other economic and financial ~~condition, results of operations, or cash flows.~~

~~Integrating an acquisition can also be expensive~~restrictions. The situation is rapidly evolving, and ~~time-consuming~~additional sanctions by Russia on the one hand, and may strain our resources. In many instances, integrating a new business will also involve implementing or improving internal controls appropriate for a public company at a business that lacks them. In addition, we may be unable to retainby the ~~employees of acquired companies or~~other countries on the ~~acquired company’s customers, suppliers, distributors, or~~ other ~~partners for a variety of reasons, including that these entities may be our competitors or may have close relationships with our competitors. In 2019, we acquired~~hand, could adversely affect the global economy, financial markets, energy supply and prices, certain ~~assets~~critical materials and ~~operations from Schölly Fiberoptic GmbH, a supplier of endoscopes~~metals, supply chains, and ~~other visualization equipment~~global logistics and in 2020, we acquired Orpheus Medical Ltd. and its wholly-owned subsidiaries (“Orpheus Medical”) to deepen and expand our integrated informatics platform. The integration of these acquisitions involves complex operations across different geographic locations and new products, distribution networks, and legal jurisdictions. Therefore, we cannot assure you that we can successfully integrate either or both of these acquisitions or realize the expected benefits from these acquisitions. Failure to successfully integrate our acquisitions may have a material adverse impact oncould adversely affect our business, financial condition, or results of ~~operations,~~operations.

Separately, on October 7, 2023, Hamas, a U.S.-designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict is ongoing as of the date of this filing. Hostilities between Israel and Hamas could escalate and involve surrounding countries in the Middle East. Furthermore, following Hamas’ attack on Israel, the Houthi movement, which controls parts of Yemen, launched a number of attacks on marine vessels in the Red Sea. The Red Sea is an important maritime route for international trade. As a result of such disruptions, we may experience in the future extended lead times, delays in supplier deliveries, and increased freight costs. The risk of ongoing supply disruptions may further result in delayed deliveries of our products.

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We are actively monitoring the situation in Ukraine and Russia and the conflict between Israel and Hamas and assessing the impacts on our business, including our business partners and customers. To date, we have not experienced any material interruptions in our infrastructure, supplies, technology systems, or ~~cash flows.~~networks needed to support our operations. We have no way to predict the progress, outcome, or consequences of the military conflict in Ukraine or its impacts in Ukraine, Russia, Belarus, Europe, or the U.S., or of the conflict in the Israel-Gaza regions and any potential increases in hostilities in the Middle East.

~~IF WE DO NOT SUCCESSFULLY MANAGE~~The length, impact, and outcome of ongoing military conflicts is highly unpredictable and could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, as well as an increase in cyberattacks and espionage. The extent and duration of the military action, sanctions, other consequences, such as restrictions on transactions or banning the export of energy products, including natural gas, and the resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Impacts to our business may include, but are not limited to, procedures performed, demand for our products, and ability to spend on capital equipment and healthcare in general. Any such disruption may also magnify the impact of other risks described.

INCORPORATING ARTIFICIAL INTELLIGENCE INTO OUR ~~COLLABORATION ARRANGEMENTS, LICENSING ARRANGEMENTS, JOINT VENTURES, STRATEGIC ALLIANCES,~~PRODUCTS, SERVICES, AND OPERATIONS MAY RESULT IN LEGAL AND REGULATORY RISKS OR ~~PARTNERSHIPS WITH THIRD PARTIES, WE MAY NOT REALIZE THE EXPECTED BENEFITS FROM SUCH ALLIANCES, WHICH MAY~~REPUTATIONAL HARM OR HAVE ~~A MATERIAL~~OTHER ADVERSE ~~EFFECT ON~~CONSEQUENCES TO OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF ~~OPERATIONS, OR CASH FLOWS~~.OPERATIONS.

From time to time, we enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships to complement or augment our research and development, product development, training, procedure development, and marketing efforts. For example, in 2016, we entered into an agreement to form the Joint Venture. In January 2019, the Joint Venture acquired certain assets related to the da Vinci distribution business of Chindex, a subsidiary of Fosun Pharma, which has been our distribution partner for da Vinci Surgical Systems in China since 2011, following which the Joint Venture began direct distributionOur current operations, ~~for da Vinci~~ products, and services use artificial intelligence (“AI”), including machine learning. Examples of our current uses of machine learning include (i) using algorithms to process video and system data to identify surgical activities and surgical performance indicators to support learning, teaching, and practice management, and (ii) using algorithms to support surgical planning and navigation. Future innovations in ~~China. There~~our products and services will likely continue to incorporate AI, and these applications may become important in our operations over time, for example, our development of machine learning-enabled medical devices (“MLMDs”).

As with many technological innovations, there are significant risks and challenges involved in maintaining and deploying these technologies, and there can be no assurance that ~~we and~~ the ~~Joint Venture can successfully complete the development~~usage of ~~robotic-assisted, catheter-based medical devices,~~such technologies will enhance our products or ~~that we and the Joint Venture will successfully commercialize~~services or be beneficial to our business, including our efficiency or profitability.

Our ability to continue to maintain or use such products. There can also be no assurance that the Joint Venture will not require additional contributions to fund its business, that the Joint Venture will become profitable, or that the acquired Chindex assets will be successfully integrated and that the expected benefits will be realized. Proposing, negotiating, and implementing collaborations, in-licensing agreements, joint ventures, strategic alliances, or partnershipstechnologies may be dependent on access to specific third-party software and infrastructure, such as processing hardware, and we cannot control the availability or pricing of such third-party software and infrastructure, especially in a ~~lengthy~~highly competitive environment. Our products and ~~complex process.~~services may not compete effectively with alternative products and services if we are not able to source and integrate the latest technologies into our products and services. In addition, ~~other companies, including those with substantially greater financial, marketing, sales, technology, or other business resources, may compete with us for these opportunities or arrangements. As~~ a ~~result, we may not identify, secure, or complete any such arrangements in a timely manner, on a cost-effective basis, or on otherwise favorable terms, if it all.~~

There can be no assurance that we will realize the expected benefits from these alliances. In addition, we may not be in a position to exercise sole decision-making authority regarding any collaboration or other arrangement, which could create the potential risknumber of creating impasses on decisions, and our alliances may have economic or business interests that are, or that may become, inconsistent with our interests. It is possible that conflicts may arise in these relationships, such as conflicts concerning the achievement of performance milestones or the interpretation of significant terms under any agreement, such as those related to financial obligations, termination rights, or the ownership or controlaspects of intellectual property ~~developed during~~protection in the field of AI are currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI technologies and relevant system input and outputs. If we fail to obtain protection for the intellectual property rights concerning our AI technologies, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products, which could adversely affect our business, reputation, financial condition, or results of operations. Refer to our risk factor titled “If we are unable to fully protect and successfully defend our intellectual property from use by third parties, our ability to compete in the market may be harmed” for additional risks related to intellectual property.

The regulatory landscape surrounding AI is also evolving, and the use of machine learning technologies may expose us to an increased risk of regulatory enforcement and litigation. For example, in October 2023, the FDA, Health Canada, and the U.K.’s Medicines and Healthcare products Regulatory Agency jointly published the “Predetermined Change Control Plans for Machine Learning-Enabled Medical Devices: Guiding Principles.” These principles may require significant regulatory oversight, such as additional premarket review, and ongoing regulation through monitoring, maintenance, and improving device performance to ensure safety and effectiveness.

In the U.S., an executive order was issued in October 2023 on the Safe, Secure and Trustworthy Development and Use of AI, emphasizing the need for transparency, accountability, and fairness in the development and use of AI, including in the healthcare industry. The order seeks to balance fostering innovation with addressing risks associated with AI by providing eight guiding principles and priorities, such as ensuring that consumers are protected from fraud, discrimination, and privacy risks related to AI. The order also calls for future regulations from various agencies, such as the Department of Commerce (to draft guidance for detecting and authenticating AI content) and the Federal Trade Commission (to ensure fair competition and reduce consumer harm). In alignment with the order, other agencies have published guidance.

Apart from the U.S., policymakers in key jurisdictions, such as the EU, are actively working on legislation and regulations to encourage the development and use of ethical and safe AI technologies. For example, on April 21, 2021, the European Commission proposed a regulation seeking to establish a comprehensive, risk-based governance framework for AI in the EU market (“EU AI Act”). The proposal is intended to apply to companies that develop, use, and/or provide AI in the EU and

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~~collaboration.~~includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, and accuracy. In addition, on September 28, 2022, the European Commission proposed two Directives seeking to establish a harmonized civil liability regime for AI in the EU. These ~~alliances can be difficult to manage, given the potentially different interests~~regulatory proposals are at varying stages of the ~~parties involved,~~legislative process and are not yet finalized; the EU AI Act is at an advanced stage and the text is currently expected to be finalized by the end of 2023. Once finalized and in force, this regulatory framework is expected to have a material impact on the way that AI is regulated in the EU and, together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide, improve, or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations, and financial condition.

Other jurisdictions where we ~~could suffer delays in product development~~operate have already or ~~other operational difficulties.~~

~~There can be no assurance that we will realize a return on our strategic investments. Further, if we acquire privately held companies, valuations~~are also expected to introduce guidelines and regulations around the use of ~~such companies are inherently complex due to~~AI within the ~~lack of readily available market data. If we determine that our investments in privately held companies have experienced a decline in value, we~~next few years. The regulations may ~~be required to record impairments, which could be material~~impose onerous obligations and ~~have an adverse effect on our results of operations.~~

~~These alliances may also involve significant expense and divert the focus and attention of our management and other key personnel. Any of these relationships~~ may require us to ~~incur non-recurring~~rework or reevaluate improvements to be compliant, potentially increasing costs.

Moreover, some of the AI features of our products involve, or may involve, the processing of personal data and ~~other charges, increase our near-~~may be subject to laws, policies, legal obligations, and ~~long-term expenditures, or disrupt our ordinary business activities. Such arrangements~~codes of conduct related to privacy and data protection, each of which may ~~also expose~~be interpreted in ways that may affect the way in which we engage with machine learning and require us to ~~numerous known~~make changes to our business practices and ~~unknown risks,~~products to comply with such obligations. Our use of AI technologies may involve the storage and transmission of confidential or sensitive information, including ~~unique risks with respect~~personal information of employees, customers, and others, as well as protected health information of clients’ patients. In addition, due to the ~~economic, political,~~sensitive nature of the information, the security features of our computers and ~~regulatory environment~~systems, network, and communications systems infrastructure are critical to the success of ~~any foreign entities with whom we partner,~~our business. A breach or failure in our security measures could occur from a variety of circumstances and events, including ~~Fosun Pharma. Any~~third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks, or ransom-related attacks by computer hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events, and any of the foregoing ~~may have a material adverse effect on our business, financial condition, results of operations, or cash flows.~~

~~OUR CUSTOMERS MAY USE UNAUTHORIZED OR UNAPPROVED INSTRUMENTS AND ACCESSORIES, WHICH WOULD RESULT IN REDUCED REVENUE AND LOSS OF MARKET SHARE.~~

A large portion of our revenue is generated through our sales of instruments and accessories. Third parties have attempted to and may discover ways to manufacture and sell counterfeit reprocessed instruments and/or alter instruments that are compatible and function with the da Vinci Surgical System, and such activities may reduce our market share. While our sales arrangements with customers generally prohibit the use of unauthorized or unapproved instruments and accessories with da Vinci Surgical Systems, warranties will be void if such instruments and accessories are used, and a programmed memory chip inside each instrument is designed to prevent the instrument from being used for more than the prescribed number of procedures to help ensure that its performance meets specifications during each procedure, these measures may not prevent the use of unauthorized or unapproved instruments and accessories by our customers. In addition to potential reductions to our revenues and market share, sales of unauthorized instruments and accessories by third parties may create safety and health risks to da Vinci patients and could cause negative publicity for us if these products cause injuries and/or do not function as intended when used with da Vinci Surgical Systems, any of whichevents could have a material adverse effect on our business, financial condition, or results of ~~operations, or cash flows.~~

~~WE EXPECT GROSS PROFIT MARGINS TO VARY OVER TIME, AND CHANGES IN OUR GROSS PROFIT MARGINS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.~~

~~Our gross profit margins have fluctuated from period~~operations. For more information on risks associated with the processing of confidential and sensitive information, including personal information, refer to ~~period, and we expect that they will continue to fluctuate in the future. Our gross profit margins may be adversely affected by numerous factors, including:~~

•~~changes in customer, geographic, or product mix, including the mix of da VinciSurgical System models sold or leased;~~

•~~changes in the portion of sales involving a trade-in of another system and the amount of trade-in credits given;~~

•~~introduction of new products, which may have lower margins than our existing products;~~

•~~our ability to maintain or reduce production costs;~~

•~~changes to our pricing strategy;~~

•~~changes in competition;~~

•~~changes in production volume driven by demand for our products;~~

•~~changes in material, labor, or other manufacturing-related costs, including the impact of foreign exchange rate fluctuations for foreign currency-denominated costs;~~

•~~inventory obsolescence and product recall charges; and~~

•~~market conditions.~~

If we are unable to offset the unfavorable impact of the factors noted above by increasing the volume of products shipped, reducing product manufacturing costs, or otherwise, our business, financial condition, results of operations, or cash flows may be materially adversely affected.

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~~WE UTILIZE DISTRIBUTORS FOR A PORTION OF OUR SALES, WHICH SUBJECTS US TO A NUMBER OF RISKS THAT COULD HARM OUR BUSINESS.~~

We have strategic relationships with a number of key distributors for sales and service of our products in certain foreign countries. If these strategic relationships are terminated and not replaced, our revenues and/or ability to sell or service our products in the markets serviced by these distributors could be adversely affected. In addition, we may be named as a defendant in lawsuits against our distributors related to sales or service of our products performed by them. Please see our risk factor ~~below~~ titled “We Are Subject to Product Liability and Negligence Claims Relating to the Use of Our Products and Other Legal Proceedings That Could Materially Adversely Affect Our Financial Condition, Divert Management’s Attention, and Harm Our Business.” Our distributors may affect“Information technology system failures, cyberattacks, or deficiencies in our ~~ability to effectively market~~cybersecurity could harm our products in certain foreign countries or regulatory jurisdictions if a distributor holds the regulatory authorization in such countries or within such regions and causes, by action or inaction, the suspension of such marketing authorization or sanctions for non-compliance. It may be difficult, expensive, and time-consuming for us to re-establish market access or regulatory compliance in such cases.

~~WE OFFER ALTERNATIVE CAPITAL ACQUISITION APPROACHES. AS A RESULT, WE ARE EXPOSED TO THE CREDIT RISK OF SOME OF OUR CUSTOMERS AND THE RISK OF LOSSES OF REVENUE, WHICH COULD RESULT IN MATERIAL LOSSES.~~

~~We believe~~business, customer financing through leasing is an important consideration for some of our customers and have experienced an increase in demand for customer financing. We may experience loss from a customer’s failure to make payments according to the contractual lease terms. Our exposure to the credit risks relating to our lease financing arrangements may increase if our customers are adversely affected by changes in healthcare laws, coverage and reimbursement, economic pressures or uncertainty, or other customer-specific factors.

Although we have programs in place that are designed to monitor and mitigate the associated risk, there can be no assurance that such programs will be effective in reducing credit risks relating to these lease financing arrangements. If the level of credit losses we experience in the future exceed our expectations, such losses could have a material adverse effect on ourrelations, financial condition, or results of operations.”

~~Certain~~Though we have taken steps to be thoughtful in our development, training, and implementation of machine learning, including taking steps to comply with the laws and frameworks discussed above that are currently in effect, our machine learning-related processing could pose certain risks to our customers, including patients, clinicians, and healthcare institutions, and it is not guaranteed that regulators will agree with our approach to limiting these risks or to our compliance more generally. Risks can include, but are not limited to, the potential for errors or inaccuracies in the algorithms or models used by the MLMDs, the potential for bias or inaccuracies in the data used to train the MLMDs, the potential for improper processing of personal information that could lead to deprecation of our ~~leasing arrangements allow customers to cancel, return,~~algorithms, and the potential for cybersecurity breaches that could compromise patient data or ~~upgrade~~device functionality. Such risks could negatively affect the ~~systems leased prior to~~performance of our products, services, and business, as well as our reputation and the ~~end~~reputations of the lease term without incurring a financial penalty. We also lease our systems to certain qualified customers where the lease payments are based on their usage of the systems. While leases and usage-based arrangements enable our customers, and we could incur liability through the violation of laws or contracts to ~~upgrade and get access to new technologies faster, it may also enable competitors to more easily induce customers to switch to~~which we are a ~~competitor system. If customers do not perform a sufficient number of procedures on systems leased under usage-based arrangements,~~party or ~~return or terminate leases prematurely, it could have a material adverse effect on our business, financial condition, result of operations, or cash flows.~~

~~WE ARE EXPOSED TO CREDIT RISK AND FLUCTUATIONS IN THE MARKET VALUE OF OUR INVESTMENTS.~~

Our investment portfolio includes both domestic and international investments. The credit ratings and pricing of our investments can be negatively affected by liquidity concerns, credit deterioration, financial results, economic risk, political risk, or other factors. As a result, the value and liquidity of our cash equivalents and marketable securities could fluctuate substantially. Our other income and expense could also vary materially from expectations depending on gains or losses realized on the sale or exchange of investments, impairment charges resulting from revaluations of debt and equity securities and other investments, changes in interest rates, increases or decreases in cash balances, volatility in foreign exchange rates, and changes in fair value of derivative instruments. Increased volatility in the financial markets and overall economic uncertainty could increase the risk that actual amounts realized on our investments may differ significantly from the fair values currently assigned to them.

Our Intuitive Ventures fund plans to invest in early-stage companies, which involve substantial risks and uncertainties. These risks and uncertainties include, among other things, uncertainties inherent in research and development; uncertainties regarding the ability of Intuitive Ventures to identify investment candidates; uncertainties regarding the success of Intuitive Ventures’ investments; uncertainties and variables inherent in the operating and financial performance in investments made, including, among other things, competitive developments and general economic, political, business, industry, regulatory and market conditions; future exchange and interest rates; and changes in tax and other laws, regulations, rates and policies.

While we have not realized any significant losses on our cash equivalents, marketable securities, or other investments, future fluctuations in their value could have a material adverse impact on our business, financial condition, results of operations, or cash flows.

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civil claims.

WE MAY INCUR LOSSES ASSOCIATED WITH CURRENCY FLUCTUATIONS AND MAY NOT BE ABLE TO EFFECTIVELY HEDGE OUR EXPOSURE.

Our operating results are subject to volatility due to fluctuations in foreign currency exchange rates. Our primary exposure to fluctuations in foreign currency exchange rates relates to revenue and operating expenses denominated in currencies other than the U.S. dollar. The weakening of foreign currencies relative to the U.S. dollar adversely affects our foreign currency-denominated revenue. Margins on OUS revenue could also be materially adversely affected by foreign currency exchange rate fluctuations, as we may not be able to raise local prices to fully offset the strengthening of the U.S. dollar. Conversely, the strengthening of foreign currencies relative to the U.S. dollar, while generally beneficial to our foreign currency-denominated revenue and earnings, may cause us to reduce pricing on our products in our OUS markets and may cause us to incur losses on our foreign currency hedging instruments, thereby limiting the benefit that strengthened foreign currencies could have on our results of operations.

We attempt to mitigate a portion of these risks through foreign currency hedging, based on our judgment of the appropriate trade-offs among risk, opportunity, and expense. Although we have established a hedging program to partially hedge our exposure to foreign currency exchange rate fluctuations, primarily related to transactions denominated in the Euro, the British Pound, the Japanese Yen, the Korean Won, ~~British Pound,~~the New Taiwan Dollar, and the Swiss Franc, and we regularly review our hedging program and make adjustments as necessary, our hedging activities may not offset more than a portion of the adverse financial impact caused by unfavorable movement in foreign currency exchange rates, which could materially adversely affect our financial condition or results of operations. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for additional discussion on the impact of foreign exchange risk.

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IF WE DO NOT SUCCESSFULLY MANAGE OUR COLLABORATION, LICENSING, JOINT VENTURE, STRATEGIC ALLIANCE, OR PARTNERSHIP ARRANGEMENTS WITH THIRD PARTIES, WE MAY ~~ENCOUNTER MANUFACTURING PROBLEMS~~NOT REALIZE THE EXPECTED BENEFITS FROM SUCH ARRANGEMENTS, WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION, OR ~~DELAYS THAT COULD RESULT IN LOST REVENUE.~~RESULTS OF OPERATIONS.

~~Manufacturing~~From time to time, we enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships to complement or augment our research and development, product development, training, procedure development, and marketing efforts. For example, in 2016, we entered into an agreement to form the Joint Venture. In January 2019, the Joint Venture acquired certain assets related to the da Vinci distribution business of Chindex, a subsidiary of Fosun Pharma, following which the Joint Venture began direct distribution operations for da Vinci products isand services in China. There can be no assurance that we and the Joint Venture can successfully complete development of robotic-assisted, catheter-based medical devices, or that we and the Joint Venture will successfully commercialize such products. There can also be no assurance that the Joint Venture will not require additional contributions to fund its business, that the Joint Venture will become profitable, or that the expected benefits of the acquisition of certain assets of Chindex will be realized. Proposing, negotiating, and implementing collaborations, in-licensing agreements, joint ventures, strategic alliances, or partnerships may be a lengthy and complex process. ~~We (or~~In addition, other companies, including those with substantially greater financial, marketing, sales, technology, or other business resources, may compete with us for these opportunities or arrangements. As a result, we may not identify, secure, or complete any such arrangements in a timely manner, on a cost-effective basis, or on otherwise favorable terms, if it all.

There can be no assurance that we will realize a return on our strategic investments. Further, if we acquire privately held companies, valuations of such companies are inherently complex due to the lack of readily available market data. If we determine that our investments in privately held companies have experienced a decline in value, we may be required to record impairments, which could be material and have an adverse effect on our results of operations.

These alliances may also involve significant costs and divert the focus and attention of our management and other key personnel. Any of these relationships may require us to incur non-recurring and other charges, increase our near- and long-term expenditures, or disrupt our ordinary business activities. Such arrangements may also expose us to numerous known and unknown risks, including unique risks with respect to the economic, political, and regulatory environment of any foreign entities with whom we partner, including Fosun Pharma. Any of the foregoing may have a material adverse effect on our business, financial condition, or results of operations.

IF WE FAIL TO SUCCESSFULLY ACQUIRE OR INTEGRATE NEW BUSINESSES, PRODUCTS, AND TECHNOLOGY, WE MAY NOT REALIZE EXPECTED BENEFITS, OR OUR BUSINESS MAY BE HARMED.

We need to grow our businesses in response to changing technologies, customer demands, and competitive pressures. In some circumstances, we may decide to grow our business through the acquisition of complementary businesses, products, ~~including:~~or technologies rather than through internal development.

•~~problems involving production yields;~~

•Identifying suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to identify suitable candidates or successfully complete identified acquisitions. In addition, completing an acquisition can divert our management and key personnel from our business operations, which could harm our business and affect our financial results. Even if we complete an acquisition, we may not be able to successfully integrate newly acquired organizations, products, technologies, or employees into our operations or may not fully realize some of the expected synergies. An acquired company may have deficiencies in product quality, ~~control~~regulatory marketing authorizations or certifications, or intellectual property protections, which are not detected during due diligence activities or which are unasserted at the time of acquisition. It may be difficult, expensive, and ~~assurance;~~

•~~component supply shortages;~~

•~~import~~time-consuming for us to re-establish market access, regulatory compliance, or ~~export restrictions on components, materials,~~cure such deficiencies in product quality or ~~technology;~~

•~~shortages of qualified personnel; and~~

•~~compliance with state, federal, and foreign regulations.~~

If demand for our products exceeds our manufacturing capacity, we could develop a substantial backlog of customer orders. If we are unable to develop or maintain larger-scale manufacturing capabilities, our ability to generate revenues will be limited and our reputationintellectual property protection in ~~the marketplace could be damaged,~~such cases, which may have a material adverse impact on our business, financial condition, or results of operations.

Integrating an acquisition can also be expensive and time-consuming and may strain our resources. In many instances, integrating a new business will also involve implementing or improving internal controls appropriate for a public company at a business that lacks them. In addition, we may be unable to retain the employees of acquired companies or the acquired company’s customers, suppliers, distributors, or other partners for a variety of reasons, including that these entities may be our

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competitors or may have close relationships with our competitors. Furthermore, acquired companies may have less mature or less sophisticated information systems, securities practices, or training, which may result in an increased risk of security and cybersecurity incidents when such companies are integrated. For example, in 2020, we acquired Orpheus Medical Ltd. and its wholly owned subsidiaries (“Orpheus Medical”) to deepen and expand our integrated informatics platform. The integration of this acquisition involved complex operations across different geographic locations and new products, distribution networks, and legal jurisdictions. Failure to successfully integrate our acquisitions may have a material adverse impact on our business, financial condition, or results of operations.

WE ARE EXPOSED TO CREDIT RISK AND FLUCTUATIONS IN THE MARKET VALUE OF OUR INVESTMENTS.

Our investment portfolio includes both domestic and international investments. The credit ratings and pricing of our investments can be negatively affected by liquidity concerns, credit deterioration, financial results, economic risk, political risk, or other factors. As a result, the value and liquidity of our cash ~~flows.~~equivalents and marketable securities could fluctuate substantially. Our other income and expense could also vary materially from expectations depending on gains or losses realized on the sale or exchange of investments, impairment charges resulting from revaluations of debt and equity securities and other investments, changes in interest rates, increases or decreases in cash balances, volatility in foreign exchange rates, and changes in the fair value of derivative instruments. Increased volatility in the financial markets and overall economic uncertainty could increase the risk that actual amounts realized on our investments may differ significantly from the fair values currently assigned to them.

The value of our investments may also decline due to instability in the global financial markets, which may reduce the liquidity of securities included in our portfolio. The closure of SVB and other institutions swept into receivership and the appointment of the FDIC as receiver in 2023 created bank-specific and broader financial institution liquidity risk and concerns. Although the U.S. Department of the Treasury, the Federal Reserve, and the FDIC jointly released a statement that depositors at SVB and other banks that have been similarly swept into receivership would have access to their funds, even those in excess of the standard FDIC insurance limits, under a systemic risk exception, future adverse developments with respect to specific financial institutions or the broader financial services industry may impair our ability to access capital needed to support near-term working capital needs, whether from our existing investment and deposit accounts and credit facilities or otherwise, and may lead to market-wide liquidity shortages and create additional market and economic uncertainty. Any decline in available funding or access to our cash and liquidity resources could also result in breaches of our financial and/or contractual obligations.

Our Intuitive Ventures fund invests in early-stage companies, which involve substantial risks and uncertainties. These risks and uncertainties include, among other things, uncertainties inherent in research and development; uncertainties regarding the ability of Intuitive Ventures to identify investment candidates; uncertainties regarding the success of Intuitive Ventures’ investments; uncertainties and variables inherent in the operating and financial performance in investments made, including, among other things, competitive developments and general economic, political, business, industry, regulatory and market conditions; future exchange and interest rates; and changes in tax and other laws, regulations, rates and policies.

CHANGES IN OUR EFFECTIVE TAX RATE MAY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

We are subject to taxes in the U.S. and other jurisdictions around the world. Tax rates in these jurisdictions may be subject to significant change due to economic and/or political conditions. A number of other factors may also impact our future effective tax rate, including:

•the jurisdictions in which profits are determined to be earned and taxed;

•the resolution of issues arising from tax audits with various tax authorities;

•changes in the valuation of our deferred tax assets and liabilities;

•increases in expenses not deductible for tax purposes, including write-offs of acquired intangibles and impairment of goodwill in connection with acquisitions;

•changes in the availability of tax credits, tax holidays, and tax deductions;

•changes in share-based compensation;

•changes in tax laws or the interpretation of such tax laws; and

•changes in generally accepted accounting principles.

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We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be proposed or enacted in the future or what effect such changes would have on our business, including changes resulting from the base erosion and profit shifting (“BEPS”) project undertaken by the Organization for Economic Co-operation and Development (“OECD”). As part of the OECD’s BEPS project, over 140 member jurisdictions of the OECD Inclusive Framework have joined the Two-Pillar Solution to Address the Tax Challenges of the Digitalization of the Economy, which includes a reallocation of taxing rights among jurisdictions and a global minimum tax rate of 15%. On December 15, 2022, the Council of the European Union approved its directive to implement rules regarding such a 15% global minimum tax rate. Other countries have adopted, or have announced plans to adopt, new tax laws to align with the global minimum tax. These changes could increase tax uncertainty and may adversely impact our provision for income taxes. Any significant increase in our future effective tax rate could have a material adverse impact on our business, financial condition, or results of operations.

DISRUPTIONS AT THE FDA AND OTHER GOVERNMENT AGENCIES ~~CAUSED BY FUNDING SHORTAGES~~ OR ~~GLOBAL HEALTH CONCERNS~~NOTIFIED BODIES COULD HINDER THEIR ABILITY TO HIRE, RETAIN, OR DEPLOY ~~KEY LEADERSHIP AND OTHER~~ PERSONNEL, OR OTHERWISE PREVENT PRODUCTS FROM BEING DEVELOPED, CLEARED, CERTIFIED, APPROVED, OR COMMERCIALIZED IN A TIMELY MANNER OR AT ALL, WHICH MAY ADVERSELY AFFECT OUR ~~BUSINESS.~~BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

~~Hospital,~~Hospitals, health systems, and physicians depend on a number of government agencies and services to effectively deliver healthcare to their patients. A prolonged government shutdown could impact inspections, regulatory review and certifications, grants, or approvals or could cause other situations that could impede their ability to effectively deliver healthcare, including attempts to reduce payments and other reimbursements to hospitals by federal healthcare programs. These situations could adversely affect our customers’ ability to perform procedures with our devices and/or their decisions to purchase additional products from us.

In addition, the ability of the FDA, foreign authorities, and notified bodies to review and clear, approve, or ~~approve~~certify new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies or notified bodies, including a prolonged government shutdown, may cause significant regulatory delays and, therefore, delay our efforts to seek clearances, approvals, or ~~approvals~~certifications from the FDA, foreign authorities, and notified bodies and adversely affect business travel and import and export of products, all of which could have a material adverse effect on our business, financial condition, or results of ~~operations, or cash flows.~~operations. For example, over the last several years, ~~including for 35 days beginning on December 22, 2018,~~ the U.S. government

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has shut down several times, and certain regulatory agencies, such as the FDA, have had to furlough critical FDA employees and stop critical activities.

Separately, in response to the global COVID-19 pandemic, ~~on March 10, 2020,~~ the FDA ~~announced its intention to postpone~~postponed most ~~foreign inspections of manufacturing facilities and products through April 2020 and, subsequently, on March 18, 2020, the FDA temporarily postponed routine surveillance~~ inspections of domestic and foreign manufacturing ~~facilities. Subsequently, on July 10, 2020,~~facilities at various points. Even though the FDA ~~announced its intention to resume certain on-site inspections~~has since resumed standard inspection operations of domestic ~~manufacturing~~ facilities ~~subject~~where feasible, any resurgence of the virus or emergence of new variants may lead to a risk-based prioritization system. The FDA intends to use this risk-based assessment system to identify the categories of regulatory activity that can occur within a given geographic area, ranging from mission-critical inspections to resumption of all regulatory activities. Regulatory authorities outside the United States may adopt similar restrictionsfurther inspectional or ~~other policy measures in response to the COVID-19 pandemic.~~administrative delays. If a prolonged government shutdown occurs, or if global health concerns ~~continue to~~ prevent the FDA, or other regulatory authorities, or notified bodies from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA, or other regulatory authorities, or notified bodies to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

For instance, in the EU, notified bodies must be officially designated to certify products and services in accordance with the EU Medical Devices Regulation. Their designation process, which is significantly stricter under the new regulation, has experienced considerable delays due to the COVID-19 pandemic. Despite a recent increase in designations, the current number of notified bodies designated under the new Regulation remains significantly lower than the number of notified bodies designated under the previous regime. The current designated notified bodies are, therefore, facing a backlog of requests, and review times have lengthened. This situation could impact our ability to grow our business in the EU and EEA.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH REAL ESTATE CONSTRUCTION AND DEVELOPMENT.

The development of our facilities is subject to risks relating to our ability to complete our projects on schedule or within budget. Factors that may result in a development project being prevented or delayed from completion or exceeding budget include, but are not limited to (i) construction delays due to labor challenges, poor weather, defects, or cost overruns, which may increase project development costs; (ii) cost escalations associated with materials, including changes in availability, proximity, and cost of materials, such as steel, cement, concrete, aggregates, oil, fuel, and other construction materials, including potential risks arising from geopolitical conflicts, changes in U.S. trade policies and retaliatory responses from other countries, changes in foreign exchange rates, as well as cost escalations associated with subcontractors and labor; (iii) the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; (iv) an inability to obtain, or a significant delay in obtaining, zoning, construction, occupancy, and other required governmental permits and authorizations; (v) difficulty in complying with local, city, county, and state rules and regulations regarding permitting, zoning,

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subdivision, utilities, and water quality, as well as federal rules and regulations regarding air and water quality and protection of endangered species and their habitats; (vi) insufficient infrastructure capacity or availability (e.g., water, sewer, and roads) to serve the needs of our projects; (vii) failure to achieve or sustain anticipated occupancy levels; (viii) condemnation of all or parts of development or operating properties, which could adversely affect the value or viability of such projects; and (ix) natural disasters and other extreme weather conditions, including, but not limited to, hurricanes, tornadoes, earthquakes, wildfires, or flooding.

CLIMATE CHANGE, NATURAL DISASTERS, OR OTHER EVENTS BEYOND OUR CONTROL COULD DISRUPT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

Natural disasters, terrorist activities, and other events beyond our control including, but not limited to, internet security threats and violence motivated by political or social causes, could adversely affect our business, financial condition, or results of operations. Moreover, global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. The impacts of climate change may include physical risks (such as frequency and severity of extreme weather conditions), social and human effects (such as population dislocations or harm to health and well-being), compliance costs, transition risks, shifts in market trends, and other adverse effects. Such impacts may disrupt parties in our supply chain, our customers, and our operations. For example, the March 2011 earthquake and tsunami in Japan, and their aftermath, created economic uncertainty and disrupted economic activities in Japan, including a reduction in hospital spending.

Physical risks associated with climate change are subject to increasing societal, regulatory, and political focus in the U.S. and globally. Shifts in weather patterns caused by climate change are expected to increase the frequency, severity, or duration of certain adverse weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, wildfires, droughts, extreme temperatures, or flooding, which could cause more significant business and supply chain interruptions, damage to our products and facilities as well as the infrastructure of hospitals, medical care facilities, and other customers, reduced workforce availability, increased costs or reduced supply of raw materials and components, increased liabilities, and decreased revenues than what we have experienced in the past from such events. The geographic location of our California headquarters and many of our manufacturing facilities, as well as the facilities of certain of our key suppliers and service providers, subject them to earthquake, drought, and wildfire risks. If a major earthquake, wildfire, or other natural disaster were to damage our facilities or the facilities of our suppliers and service providers, or impact the ability of our employees or the employees of our suppliers and service providers to travel to their workplace, we may experience potential impacts ranging from production and shipping delays to lost revenues and increased costs, which could harm our business. Moreover, periods with increased drought and annual periods of wildfire danger may increase the probability of planned power outages in the communities where we work and live. For example, in October 2019, Pacific Gas and Electric, the public electric utility in the Northern California region, used planned power outages to avoid and contain wildfires sparked during strong wind events by downed power lines or equipment failure. If prolonged or frequent, such planned blackouts could impact our operations and the operations of our suppliers and service providers located in the Northern California region. While this danger has a low assessed risk of disrupting normal business operations, it has a potential impact on our employees’ abilities to commute to work or to work from home and stay connected effectively. We do not have multiple-site capacity for all of our operations in the event of a business disruption, and we are predominantly self-insured and may not be able to sufficiently cover losses or additional expenses that we may sustain. Furthermore, the impacts of global climate change on water resources may result in water scarcity, which could impact our ability to access sufficient quantities of water in certain locations and result in increased costs.

In addition, the increasing concern over climate change has resulted and may continue to result in more legal and regulatory requirements designed to mitigate the effects of climate change on the environment, including regulating greenhouse gas emissions, alternative energy policies, and sustainability initiatives. If such laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet our regulatory obligations. Changes in requirements may adversely affect raw material sourcing from suppliers, our manufacturing operations and those of our suppliers, and the distribution of our products. Further, there may be increasing scrutiny and changing expectations from the market and other stakeholders with respect to Environmental, Social, and Governance (ESG) practices. Any such regulatory changes or increased market expectations could also have a significant effect on our operating and financial decisions, including those involving capital expenditures to reduce emissions and comply with other regulatory requirements or stakeholder expectations.

CONTINUED CONSOLIDATION IN THE HEALTHCARE INDUSTRY COULD HAVE AN ADVERSE EFFECT ON OUR ~~SALES AND~~BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

The healthcare industry has been consolidating, and organizations continue to consolidate purchasing decisions for many of our healthcare provider customers. Numerous initiatives and reforms by legislators, regulators, and third-party payers to curb the rising cost of healthcare have catalyzed a consolidation of aggregate purchasing power within the markets in which we sell our products. As the healthcare industry consolidates, competition to provide products and services is expected to continue to intensify, resulting in pricing pressures and decreased average selling prices. In addition, for smaller hospitals or groups that do not consolidate with larger networks, these entities may face increasing cost and/or competitive pressures, which could impact

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their ability to purchase additional products and services from us or make contractual payments over time. We expect that market demand, government regulation, third-party payor coverage and reimbursement policies, government contracting requirements, new entrants, technology, and societal pressures will continue to change the worldwide healthcare industry, resulting in further consolidation, which may exert further downward pressure on prices of our products and services and may have a material adverse impact on our business, financial condition, or results of ~~operations, or cash flows.~~

~~ECONOMIC CONDITIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY.~~

Uncertainty about global economic conditions, including credit and sovereign debt concerns in certain European countries and concerns about slowed economic growth in China and other OUS markets, has caused and may continue to cause disruptions in the financial credit markets, volatile currency exchange rates, concerns about inflation, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, and liquidity concerns. Customers and distributors may choose to postpone or reduce spending due to financial difficulties or may be unable to obtain credit to finance purchases of our products due to restraints on credit. There could be additional effects from adverse conditions in the credit markets on our business, including the insolvency of key suppliers or their inability to obtain credit to finance the development and/or manufacturing of our products resulting in product delays.

In addition, our business is closely tied to the overall U.S. healthcare system, relating to which there are concerns and uncertainties as a result of efforts made by the U.S. federal government to modify, repeal, or otherwise invalidate all, or certain provisions of, the PPACA. In addition, the U.S. federal government has called for, or enacted, substantial changes to trade, fiscal, and tax policies, which may include changes to existing trade agreements including, but not limited to, the replacement of NAFTA by the USMCA (effective July 1, 2020), that may have a significant impact on our operations. ~~We cannot predict the impact, if any, that these changes could have on our business.~~

If economic conditions worsen or new legislation is passed related to the healthcare system or trade, fiscal, or tax policies, customer demand may not materialize to the levels we require to achieve our anticipated financial results, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

~~NATURAL DISASTERS OR OTHER EVENTS BEYOND OUR CONTROL COULD DISRUPT OUR BUSINESS AND RESULT IN LOSS OF REVENUE OR HIGHER EXPENSES.~~

Natural disasters, terrorist activities, and other business disruptions including, but not limited to, internet security threats and violence motivated by political or social causes, could seriously harm our revenue and financial condition and increase our costs and expenses. For example, the March 2011 earthquake and tsunami in Japan and their aftermath created economic uncertainty and disrupted economic activities in Japan, including a reduction in hospital spending. Moreover, global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Our corporate headquarters and many of our operations, including certain of our manufacturing facilities, are located in California, which has experienced both severe earthquakes and other natural disasters in the past and is vulnerable to climate change effects. For example, increasing intensity of drought throughout the state and annual periods of wildfire danger increase the probability of planned power outages in the communities where we work and live. This danger has the potential to impact our employees' abilities to commute to work or to work from home and stay connected effectively during the COVID-19 pandemic. We do not

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have multiple-site capacity for all of our operations in the event of a business disruption. Furthermore, parties in our supply chain and our customers are similarly vulnerable to natural disasters or other sudden, unforeseen, and severe adverse events. A natural disaster in any of our major markets, or an unanticipated business disruption caused, for example, by internet security threats, damage to global communication networks, or similar events, could have a material adverse impact on our business, financial condition, results of operations, or cash flows.

~~CHANGES IN OUR EFFECTIVE TAX RATE MAY IMPACT OUR RESULTS OF OPERATIONS.~~

We are subject to taxes in the U.S. and other jurisdictions. Tax rates in these jurisdictions may be subject to significant change due to economic and/or political conditions. A number of other factors may also impact our future effective tax rate, including:

•~~the jurisdictions in which profits are determined to be earned and taxed;~~

•~~the resolution of issues arising from tax audits with various tax authorities;~~

•~~changes in valuation of our deferred tax assets and liabilities;~~

•~~increases in expenses not deductible for tax purposes, including write-offs of acquired intangibles and impairment of goodwill in connection with acquisitions;~~

•~~changes in availability of tax credits, tax holidays, and tax deductions;~~

•~~changes in share-based compensation; and~~

•~~changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles.~~

We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be proposed or enacted in the future or what effect such changes would have on our business. Any significant increase in our future effective tax rate could have a material adverse impact on our business, financial condition, results of operations, or cash flows.

WE USE ESTIMATES, MAKE JUDGMENTS, AND APPLY CERTAIN METHODS IN DETERMINING OUR FINANCIAL RESULTS AND IN MEASURING THE PROGRESS OF OUR BUSINESS. AS THESE ESTIMATES, JUDGMENTS, AND METHODS CHANGE, OUR RESULTS OF OPERATIONS AND OUR ASSESSMENT OF THE PROGRESS OF OUR BUSINESS COULD VARY.

The methods, estimates, and judgments we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates, and judgments are, by their nature, subject to substantial risks, uncertainties, and assumptions, and factors may arise over time that may lead us to change our methods, estimates, and judgments. Changes in any of our assumptions may adversely affect our reported financial results.

We utilize methods for determining surgical market sizes, ~~as well as~~ the number and type (cancerous or benign) of certain ~~da Vinci~~ procedures performed, and the installed base of our systems that involve estimates and judgments, which are, by their nature, subject to substantial risks, uncertainties, and assumptions. Our estimates of surgical market sizes, or the number and type of ~~da Vinci~~ procedures performed, or the installed base of our systems do not have an impact on our results of operations but are used to estimate the progress of our business. Estimates and judgments for determining surgical market sizes, ~~and~~ the number and type of ~~da Vinci~~ procedures, and the installed base of our systems and the accuracy of these estimates may be impacted over time with changes in treatment modalities, hospital reporting behavior, system internet connectivity, distributor reporting behavior, increases in procedures per field employee, and other factors. In addition, from time to time, we may change the method for determining market sizes, ~~and~~ the number and type of ~~da Vinci~~ procedures, and the installed base of our systems, causing variation in our reporting.

RISKS RELATING TO OUR REGULATORY ENVIRONMENT

COMPLYING WITH FDA AND FOREIGN REGULATIONS IS A COMPLEX PROCESS, AND OUR FAILURE TO FULLY COMPLY ~~FULLY~~ COULD SUBJECT US TO SIGNIFICANT ENFORCEMENT ACTIONS.

Because our products ~~including the da Vinci Surgical System,~~ are commercially distributed, numerous quality and post-market regulatory requirements apply, including the following:

•continued compliance towith the FDA’s QSR, which requires manufacturers to follow design, testing, control, documentation, and other quality assurance procedures during the development and manufacturing process;

•labeling regulations;

•the FDA’s general prohibition against false or misleading statements in the labeling or promotion of products for unapproved or “off-label” uses;

•stringent complaint reporting and Medical Device Reporting ~~(“MDR”)~~ regulations, which require that manufacturers keep detailed records of investigations or complaints against their devices and report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur;

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•adequate use of the ~~Corrective~~corrective and ~~Preventive Actions~~preventive actions process to identify and correct or prevent significant, systemic failures of products or processes or in trends ~~which~~that suggest the same; and

•the reporting of ~~Corrections~~corrections and ~~Removals,~~removals, which requires that manufacturers report to the FDA recalls and field corrective actions taken to reduce a risk to health or to remedy a violation of the ~~Federal Food Drug and Cosmetic Act (“FFDCA”)~~FFDCA that may pose a risk to health.

We are subject to inspection and marketing surveillance by the FDA to determine our compliance with regulatory requirements. If the FDA finds that we have failed to comply, it can institute a wide variety of enforcement actions, ranging from inspectional observations ~~(Form~~(as set forth on FDA Form 483) to a public Warning Letter to more severe civil and criminal sanctions, including the seizure of our products and equipment or ban on the import or export of our products. The FDA has, in the past, issued and could, in the future, issue Warning Letters or other adverse communications to us. If we fail to satisfy or remediate the matters discussed in any such Warning Letters or communications, the FDA could take further enforcement ~~action,~~actions, including prohibiting the sale or marketing of the affected product. Our failure to comply with applicable requirements could lead to an enforcement action that may have an adverse effect on our financial condition ~~and~~or results of operations. The receipt of a Warning Letter ~~places~~could place certain limits on the ability to obtain FDA-issued Certificates to Foreign Government (“CFGs”) used for new and re-registration of products in certain ~~foreign~~other countries.

The FDA also strictly regulates labeling, advertising, promotion, and other activities relating to the marketing of our products. Medical devices may be promoted only for their cleared or approved indications and in accordance with the

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provisions of the cleared or approved label. It is possible that federal or state enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under a variety of statutory authorities, including under the FFDCA, as well as laws prohibiting false claims for reimbursement.

In addition, any modification or change of medical devices cleared for the market requires the manufacturer to make a determination whether the change is significant enough to require new 510(k) clearance. We have created labeling, advertising, and user training for the da Vinci ~~Surgical System~~surgical system to describe specific surgical procedures that we believe are fully within the scope of our existing 510(k) indications for use stated in our 510(k) clearances. Although we have relied on expert in-house and external staff, consultants, and advisors, some of whom were formerly employed by the FDA and are familiar with the FDA perspective, we cannot provide assurance that the FDA would agree that all such specific procedures are within the scope of the existing general clearance or that we have compiled adequate information to support the safety and efficacy of using the da Vinci ~~Surgical System~~surgical system for all such specific procedures. From time to time, we modify our products, including the hardware and software in the da Vinci ~~Surgical System,~~surgical system, after we obtain 510(k) clearance from the FDA for the devices in ways that we do not believe require new 510(k) clearance. We cannot provide assurance that the FDA would agree in all cases with our determinations not to seek new 510(k) clearance for any of these changes. If the FDA disagrees with our assessments that a new 510(k) clearance was not required prior to commercializing the devices with these changes or modifications, then the FDA could impose enforcement sanctions and/or require us to obtain 510(k) clearance or other FDA marketing authorization for any modification to our products. We may be prohibited from marketing the modified device until such ~~510(k) clearance~~marketing authorization is granted.

We have a wholly owned manufacturing facility located in Mexicali, Mexico, which manufactures reusable and disposable surgical instruments. This facility is registered with the FDA as well as with Mexican authorities. The facility is operated under U.S. and international quality system regulations, including those applicable to Canada, the EU, and Japan, among others. Our wholly owned manufacturing facility in Mexicali, Mexico has an FDA Establishment Registration but has not been inspected by the FDA to date. If the FDA were to identify non-conformances in our product documentation or quality system compliance, it could hold indefinitely the importation of instruments at the border, which would deprive us of the ability to sell and supply the majority of our customers until the FDA requirements have been satisfied. Similar supply disruptions could occur if key suppliers outside of the U.S. were to encounter non-conformances with their documentation or quality system compliance.

OUR PRODUCTS ARE SUBJECT TO A LENGTHY AND UNCERTAIN DOMESTIC REGULATORY REVIEW PROCESS. IF WE DO NOT OBTAIN AND MAINTAIN THE NECESSARY DOMESTIC REGULATORY AUTHORIZATIONS, WE WILL NOT BE ABLE TO SELL OUR PRODUCTS IN THE U.S.

Our products and operations are subject to extensive regulation in the U.S. by the FDA. The FDA regulates the development and clinical testing, manufacturing, labeling, storage, record keeping, promotion, sales, distribution, and post-market support and medical device reporting in the U.S. to ensure that medical products distributed domestically are safe and effective for their intended uses. In order for us to market products for use in the U.S., we generally must first obtain clearance from the FDA pursuant to Section 510(k) of the ~~FFDCA.~~FFDCA or approval of the product through the premarket approval (“PMA”) pathway. Clearance under Section 510(k) requires demonstration that a new device is substantially equivalent to another device with 510(k) clearance or grandfathered (“pre-amendment”) ~~status.~~status and for which a PMA is not required. If we significantly modify our products after they receive FDA clearance, the FDA may require us to submit a separate 510(k) or premarket approval application (“PMA”) for the modified product before we are permitted to market the products in the U.S. In addition, if we develop products in the future that are not considered to be substantially equivalent to a device with 510(k)

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clearance or grandfathered status, we ~~will~~may be required to obtain ~~FDA approval by submitting~~marketing authorization through the more burdensome PMA process or alternatively through the de novo classification process, which is a ~~PMA.~~path to market for novel devices that are low to moderate risk and for which a predicate device is not available. A PMA is typically a much more complex, lengthy, and burdensome application than a 510(k). or a de novo classification request. To support a PMA, the FDA would likely require that we conduct one or more clinical studies to demonstrate that the device is safe and ~~effective.~~effective for its intended uses. In some cases, such studies may also be ~~requested for~~required to support a 510(k) ~~as well.~~application or a de novo classification request. The FDA may not act favorably or quickly in its review of ~~our 510(k) or PMA~~any marketing application submissions, or we may encounter significant difficulties and costs in our efforts to obtain marketing authorization from the FDA, ~~clearance or approval,~~ either of which could delay or preclude the sale of new products in the U.S. ~~Moreover, we may not be able to meet the requirements to obtain 510(k) clearance or PMA approval, in which case the FDA may not grant us necessary clearances or approvals.~~ In addition, the FDA may place significant limitations upon the intended use of our products as a condition ~~to a 510(k) clearance or PMA approval.~~of granting marketing authorization. Product applications can also be denied or withdrawn due to failure to comply with regulatory requirements or the occurrence of unforeseen problems following ~~clearance or approval.~~marketing authorization. Any delays or failure to obtain FDA ~~clearance~~marketing authorization for new or ~~approvals of new~~modified products that we develop, any limitations imposed by the FDA on new product use, or the costs of obtaining FDA clearance or approvals could have a material adverse effect on our business, financial condition, or results of ~~operations, or cash flows.~~operations.

In addition, the FDA or other regulatory agencies may change their policies, adopt additional regulations, revise existing regulations, or take other actions that may prevent or delay approval or clearance of our products under development or impact our ability to modify our currently approved or cleared products on a timely basis. We may be found non-compliant as a result of future changes in, or interpretations of, regulations by the FDA or other regulatory agencies. ~~Over the last several years,~~For example, on February 23, 2022, the FDA ~~has~~issued a proposed ~~reforms~~rule to ~~its 510(k) clearance process, and such proposals could include increased~~amend the QSR, which establishes current good manufacturing practice requirements

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for ~~clinical data and a longer review period, or could make it more difficult for~~medical device manufacturers, to ~~utilize~~align more closely with the ~~510(k) clearance process~~International Organization for their products. For example, in November 2018, FDA officials announced forthcoming steps that the FDA intends to take to modernize the premarket notification pathway under Section 510(k) of the FFDCA. Among other things, the FDA announced that it plans to develop proposals to drive manufacturers utilizing the 510(k) pathway toward the use of newer predicates. These proposals include plans to potentially sunset certain older devices that were used as predicates under the 510(k) clearance pathway, and to potentially publish a list of devices that have been cleared on the basis of demonstrated substantial equivalence to predicate devices that are more than 10 years old. In May 2019, the FDA solicited public feedback on these proposals. These proposals haveStandardization (“ISO”) standards. This proposal has not yet been finalized or ~~adopted, and the FDA may work with Congress to implement such proposals through legislation.~~adopted. Accordingly, it is unclear the extent to which this or any other proposals, if adopted, could impose additional or different regulatory requirements on us that could ~~delay our ability to obtain new 510(k) clearances,~~ increase the costs of compliance ~~or restrict our ability to maintain our current clearances,~~ or otherwise create competition that may negatively affect our business.

~~More recently,~~Additionally, in September 2019, the FDA ~~finalized~~issued revised guidance describing an optional “safety and performance based” premarket review pathway for manufacturers of “certain, well-understood device types” to demonstrate substantial equivalence under the 510(k) clearance pathway by showing that such device meets objective safety and performance criteria established by the FDA, thereby obviating the need for manufacturers to compare the safety and performance of their medical devices to specific predicate devices in the clearance process. The FDA maintains a list of device types appropriate for the “safety and performance based” pathway and ~~will continue~~continues to develop product-specific guidance documents that identify the performance criteria for each such device type, as well as the recommended testing methods, ~~recommended in the guidance documents,~~ where feasible. The FDA may establish performance criteria for classes of devices for which we or our competitors seek or currently have received clearance, and it is unclear the extent to which such performance standards, if established, could impact our ability to obtain new 510(k) clearances or otherwise create competition that may negatively affect our business.

We also cannot predict the likelihood, nature, or extent of government regulation that may arise from future legislation, administrative, or executive action. For example, the results of the 2020 election may impact our business and industry. Namely, the Trump administration took several executive actions, including the issuance of a number of Executive Orders, that could impose significant burdens on, or otherwise materially delay, the FDA’s ability to engage in routine regulatory and oversight activities, such as implementing statutes through rulemaking, issuance of guidance, and review and approval of marketing applications. It is difficult to predict whether or how these requirements will be implemented and whether or how they will be rescinded or replaced under the Biden administration. The policies and priorities of a new administration are unknown and could materially impact the regulation of our products. If executive actions impose constraints on the FDA’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.

In order to conduct a clinical investigation involving human subjects for the purpose of demonstrating the safety and effectiveness of a medical device, a company must, among other things, apply for and obtain ~~Institutional Review Board (“IRB”)~~IRB approval of the proposed investigation. In addition, if the clinical study involves a “significant risk” (as defined by the FDA) to human health, the sponsor of the investigation must also submit and obtain FDA approval of an ~~Investigational Device Exemption (“IDE”)~~IDE application. Many of our products to date have been or would be considered significant risk devices requiring IDE approval prior to investigational use. We may not be able to obtain FDA and/or IRB approval to undertake clinical trials in the U.S. for any new devices that we intend to market in the U.S. in the future. If

Even if we do obtain such approvals, we may not be able to conduct studies ~~which~~that comply with the IDE and other regulations governing clinical investigations or the data from any such trials may not support clearance or approval of the investigational device. Clinical testing is difficult to design and implement, can take many years, can be expensive, and carries uncertain outcomes and, if we fail to complete our planned or ongoing clinical trials or if such clinical trials produce negative or inconclusive results, we may be delayed or prevented from obtaining regulatory clearances or approvals to commercialize our products for new or expanded indications. Additionally, we may experience delays in our ongoing clinical trials for any number of reasons, which could adversely affect the costs, timing, or successful completion of our clinical trials. If we fail to complete our planned and ongoing clinical trials or if such clinical trials produce negative or inconclusive results, we may be delayed or prevented from obtaining regulatory clearances or approvals to commercialize our products for new or expanded indications, which may limit the market for our products.

Failure to obtain such approvals or to comply with such regulations could have a material adverse effect on our business, financial condition, ~~and~~or results of

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operations. Certainty that clinical trials will meet desired endpoints, produce meaningful or useful data, and be free of unexpected adverse effects or that the FDA will accept the validity of foreign clinical study data cannot be assured, and such uncertainty could preclude or delay market clearance or authorizations resulting in significant financial costs and reduced revenue.

~~In addition, some~~OUR PRODUCTS MAY CAUSE OR CONTRIBUTE TO ADVERSE MEDICAL EVENTS OR BE SUBJECT TO FAILURES OR MALFUNCTIONS THAT WE ARE REQUIRED TO REPORT TO THE FDA AND FOREIGN REGULATORY AUTHORITIES AND, IF WE FAIL TO DO SO, WE WOULD BE SUBJECT TO SANCTIONS THAT COULD HARM OUR REPUTATION, BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

We are subject to the FDA’s medical device reporting regulations and similar foreign regulations, which require us to report to the FDA and foreign regulatory authorities when we receive or become aware of information that reasonably suggests that one or more of our products may ~~be regulated~~have caused or contributed to a death or serious injury or malfunctioned in a way that, if the malfunction were to recur, it could cause or contribute to a death or serious injury. The timing of our obligation to report is triggered by the date we become aware of the adverse event as well as the nature of the event. We may fail to report adverse events of which we become aware within the prescribed time frame. We may also fail to recognize that we have become aware of a reportable adverse event, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of the product. If we fail to comply with our reporting obligations, the FDA or foreign regulatory authorities could take action, including warning letters, untitled letters, administrative actions, criminal prosecution, imposition of civil monetary penalties, revocation of our device clearance, approval, or certification, seizure of our products or delay in clearance, approval, or certification of future products.

The FDA and foreign regulatory bodies have the authority to require the recall of commercialized products in the event of material deficiencies or defects in the design or manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDA’s authority to require a recall must be based on a finding that there is reasonable probability that the

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device could cause serious injury or death. We may also choose to voluntarily recall a product if any material deficiency is found. A government‑mandated or voluntary recall by us could occur as ~~drugs, biologics,~~a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects, labeling or ~~combination~~design deficiencies, packaging defects, or other deficiencies or failures to comply with applicable regulations. Product defects or other errors may occur in the future.

Depending on the corrective action we take to redress a product’s deficiencies or defects, the FDA or foreign regulatory authorities may require, or we may decide, that we will need to obtain new clearances, approvals, or certifications for the device before we may market or distribute the corrected device. Seeking such clearances, approvals, or certifications may delay our ability to replace the recalled devices ~~which carry still greater requirements~~in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement actions, including FDA or foreign regulatory authorities warning letters, product seizure, injunctions, administrative penalties, or civil or criminal fines.

Companies are required to maintain certain records of recalls and corrections, even if they are not reportable to the FDA or foreign regulatory authorities. We may initiate voluntary withdrawals or corrections for ~~clinical trials,~~our products in the future that we determine do not require notification of the FDA or foreign regulatory ~~submissions,~~authorities. If the FDA or foreign regulatory authorities disagree with our determinations, it could require us to report those actions as recalls, and ~~approvals.~~we may be subject to enforcement actions. A future recall announcement could harm our reputation with customers, potentially lead to product liability claims against us, and negatively affect our sales. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, would require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and financial results.

IF OUR MANUFACTURING FACILITIES DO NOT CONTINUE TO MEET FEDERAL, STATE, OR OTHER MANUFACTURING STANDARDS, WE MAY BE REQUIRED TO TEMPORARILY CEASE ALL OR PART OF OUR MANUFACTURING OPERATIONS, IMPORT/EXPORT OF OUR PRODUCTS, AND/OR RECALL SOME PRODUCTS, WHICH WOULD RESULT IN SIGNIFICANT PRODUCT DELIVERY DELAYS AND LOST REVENUE.

Our manufacturing facilities are subject to periodic inspection by regulatory authorities and notified bodies, and our operations will continue to be regulated and inspected by the FDA and other regulatory agencies and notified bodies for compliance with Good Manufacturing Practice requirements contained in the QSR and other regulatory requirements. We are also required to comply with ~~International Organization for Standardization (“ISO”)~~ISO quality system standards as well as ~~European Directives~~EU legislation and norms in order to produce products for sale in the EU. In addition, many countries, such as Canada and Japan, have very specific additional regulatory requirements for quality assurance and manufacturing. If we fail to continue to comply with Good Manufacturing Practice requirements, as well as ISO or other regulatory standards, we may be required to cease all or part of our operations until we comply with these regulations.

We continue to be subject to FDA and certain other inspections by other regulatory authorities and notified bodies at any time. Maintaining such compliance is difficult and costly. We cannot be certain that our facilities will be found to comply with Good Manufacturing Practice requirements or ISO standards and other regulatory requirements in future inspections and audits by regulatory ~~authorities.~~authorities and notified bodies.

We ~~started~~are currently participating in the Medical Device Single Audit Program (“MDSAP”), which allows an MDSAP-recognized auditing organization to conduct a single regulatory audit of a medical device manufacturer that evaluates ~~the Company’s~~our quality system to ~~confirm~~assess compliance with the requirements of multiple regulatory jurisdictions, including the U.S., Japan, Brazil, Australia, and Canada. The information ~~will be~~collected in an MDSAP audit is shared and reviewed amongst all the regulatory authorities participating in the MDSAP, who may or may not determine that additional information or auditing is required.

Our Sunnyvale, California facility is licensed by the State of California to manufacture medical devices. We have been subject to periodic inspections by the California Department of Health Services Food and Drug Branch and, if we are unable to maintain this license following any future inspections, we will be unable to manufacture or ship some products, which would have a material adverse effect on our results of operations. In ~~2012, the State of California announced suspension of routine inspections, but this policy could be modified or inspections could be resumed for specific circumstances. In~~ addition, both our Sunnyvale, California and Mexicali, Mexico facilities are subject to periodic inspections by other regulatory bodies, including third-party auditors on behalf of national regulatory authorities. Compliance with multiple regulatory standards is complex, difficult, and costly to maintain, and material deficiencies could result in significant limitations on our ability to manufacture, transport, and sell our products in one or more countries.

OUR PRODUCTS ARE SUBJECT TO INTERNATIONAL REGULATORY PROCESSES AND APPROVAL OR CERTIFICATION REQUIREMENTS. IF WE DO NOT OBTAIN AND MAINTAIN THE NECESSARY INTERNATIONAL REGULATORY APPROVALS OR CERTIFICATIONS, WE WILL NOT BE ABLE TO SELL OUR PRODUCTS IN ~~FOREIGN~~OTHER COUNTRIES.

To be able to sell our products in other countries, we must obtain regulatory approvals or certifications and comply with the regulations of those countries, which may differ substantially from those of the U.S. These regulations, including the

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requirements for approvals or certifications and the time required for regulatory review, vary from country to country. Obtaining and maintaining foreign regulatory approvals or certifications is complex, and the time to obtain clearances or certifications in other countries varies; therefore, we cannot be certain that we will receive regulatory approvals or certifications in any ~~foreign~~other country in which we plan to market our products or obtain such approvals or certifications on a favorable schedule. If we fail to obtain or maintain regulatory approval or certification in any ~~foreign~~other country in which we plan to market our products, our ability to generate revenue will be harmed. In particular, if the FDA refuses to provide CFGs, our ability to register products or renew such registrations may be delayed or denied.

For instance, one of the most significant moving targets related to the regulatory landscape is in the EU; more specifically, the regulation of medical devices has recently evolved. The EU ~~requires that manufacturers of medical products obtain~~Medical Devices Regulation, which repeals and replaces the ~~right~~EU Medical Devices Directive, became applicable on May 26, 2021. In accordance with its recently extended transitional provisions, both (i) devices lawfully placed on the market pursuant to ~~affix~~ the ~~CE mark for compliance~~EU Medical Devices Directive prior to May 26, 2021, and (ii) legacy devices lawfully placed on the EU market from May 26, 2021, in accordance with the EU Medical ~~Device Directive (93/42/EEC), as amended,~~Devices Regulation transitional provisions may generally continue to ~~their products before selling them in member countries~~be made available on the market or put into service until December 31, 2028 (at the very latest and depending on the product risk classification) per the EU Medical Devices Regulation extended transitional provisions, provided that the requirements of the ~~EU. The CE mark is an international symbol~~transitional provisions are fulfilled. However, since May 26, 2021, manufacturers must already comply with a number of adherence to quality assurance standards and compliance with applicable European medical device directives. In order to obtain the authorization to affix the CE mark to products, a manufacturer must obtain certification that its processes and products meet certain European quality standards. In January 1999, we received permission to affix the CE mark to our da Vinci Surgical System and EndoWrist instruments and have maintained this authorization

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~~continuously since that time. From time to time, we seek the authorization to affix the CE mark to~~ new, or ~~modified products. Subsequent products and accessories have received marketing authorization by our Notified Body, Presafe.~~

~~As we modify existing products or develop new products~~reinforced, requirements set forth in the ~~future,~~EU Medical Devices Regulation, including ~~new instruments, we currently~~registration of economic operators and of devices control plan, Periodic Safety Update Report (“PSUR”), notify body periodic vigilance report, post-market surveillance, clinical periodic review report, and vigilance requirements.

Subject to ~~apply for authorization to affix~~ the ~~CE mark to such products. In addition, we are subject to annual regulatory audits~~transitional provisions, in order to ~~maintain~~sell our products in EU member states, our products must comply with the CE mark authorizations we have already obtained, including inspection of our compliance to required standards and directives. We cannot be certain that we will be able to affix the CE mark for new or modified products or that we will continue to meet the qualitygeneral safety and performance ~~standards required~~requirements of the EU Medical Devices Regulation. Compliance with these requirements is a prerequisite to ~~maintain the authorizations that we have already received. If we are unable to maintain permission~~be able to affix the CE mark to our products, without which they cannot be sold or marketed in the EU. All medical devices placed on the market in the EU must meet the general safety and performance requirements laid down in Annex I to the EU Medical Devices Regulation, including the requirement that a medical device must be designed and manufactured in such a way that, during normal conditions of use, it is suitable for its intended purpose. It is the responsibility of the (manufacturer) Person Responsible for Regulatory Compliance (“PRRC”) to ensure such requirements are fulfilled and in place in the company. Medical devices must be safe and effective and must not compromise the clinical condition or safety of patients or the safety and health of users and, where applicable, other persons, provided that any risks that may be associated with their use constitute acceptable risks when weighed against the benefits to the patient and are compatible with a high level of protection of health and safety, taking into account the generally acknowledged state of the art. To demonstrate compliance with the general safety and performance requirements, we ~~will no longer~~must undergo a conformity assessment procedure, which varies according to the type of medical device and its (risk) classification and may include a technical documentation assessment and an onsite audit. Except for low-risk medical devices (Class I), where the manufacturer can self-assess the conformity of its products with the general safety and performance requirements (except for any parts that relate to sterility, metrology, or reuse aspects), a conformity assessment procedure requires the intervention of a notified body. The notified body would typically audit and examine the technical file and the quality system for the manufacture, design, and final inspection of our devices. If satisfied that the relevant product conforms to the relevant general safety and performance requirements and we have the organizational structure to support it (i.e., PRRC), the notified body issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the CE mark to the device, which allows the device to be ~~able~~placed on the market throughout the EU. If we fail to ~~sell~~comply with applicable laws and regulations, we would be unable to affix the CE mark to our products, which would prevent us from selling them within the EU or any countries recognizing the CE mark. The aforementioned EU rules are generally applicable in the EEA.

In January 1999, further to their certification by our notified body, Presafe, we affixed the CE mark to our da Vinci surgical system and EndoWrist instruments, attesting compliance with the former EU Medical Devices Directive, and we have maintained these certifications continuously since that time. Subsequent products and accessories have also received certifications by our notified body in accordance with the former EU Medical Devices Directive. Where required, we are maintaining our certificates granted under the former EU Medical Devices Directive and have either gained, or are working towards, certification under the EU Medical Devices Regulation for all medical devices that we intend to continue to market in the EU and EEA. Should we not gain such certification, this would prevent us from selling our products in ~~member countries of~~ the EU and ~~many affiliated countries that accept~~EEA. Should we not gain such certification by the ~~CE mark, which would have a material adverse effect on our results of operations. Some member states~~end of the EU have additional requirements for registration and notification, which may add to the time and effort to obtain market access. In addition, the regulations applied to end users of our products may increase over time, forcing us to provide additional solutions to regulations that do not apply directly to us but which apply indirectly, as they may limit our customers’ ability to use our products.

~~In May 2017,~~transitional period currently set forth in the EU Medical ~~Device~~Devices Regulation ~~was implemented~~of December 31, 2027, for higher classification devices (Class III and certain Class IIb implantable devices), and December 31, 2028 for medium- and lower-risk devices (for the other Class IIb devices, Class IIa devices, and some Class I devices), it would prevent us from selling our products in the EU and EEA. We are committed to ~~replace~~complying with the EU Medical ~~Device Directive (93/42/EEC),~~Devices Regulation for our legacy devices as ~~amended. The Medical Device Regulation ((EU) 2017/745) comes into force on May 26, 2021, and imposes stricter requirements~~well as any new device introduction in the market for the first time, transitioning progressively toward the EU Medical Devices Regulation and, in parallel, benefiting from the EU Medical Devices Regulation transitional provisions to continue marketing our devices in the EU and ~~sale~~the EEA under their EU Medical Devices Directive certification until we obtain our new certifications.

Table of medical devices and grants Notified Bodies increased post-market surveillance authority. We may be subject to risks associated with additional testing, modification, certification, or amendment of our existing market authorizations, or we may be required to modify products already installed at our customers’ facilities to comply with the official interpretations of these revised regulations. Contents

Further, Switzerland, which is the country from which we import our products into the EU and where our EU regulatory team is based, has not yet entered into a Mutual Recognition Agreement with the EU that covers the EU Medical Device Regulation and allows medical devices to move freely between Switzerland and the EU. Therefore, for future needs, we ~~may be required to~~will adjust the manner in which we bring our products into the EU market. Any such adjustments could cause temporary disruptions in and have adverse financial implications to our business in Europe.

To date, we received approvals from the Japanese Ministry of Health, Labor and Welfare ~~(“MHLW”)~~ for our da Vinci S, Si, Xi, X, and ~~X Surgical Systems~~SP surgical systems and various associated instruments and accessories for use in certain da Vinci procedures. We may seek additional approvals for other products and/or indications; however, there can be no assurance that such approvals will be granted. In addition, because not all of our instruments have received product approvals and reimbursement is an additional process to generate market acceptance, it is possible that procedures will be adopted slowly or not at all. Sales of our products depend, in part, on the extent to which the costs of our products are reimbursed by governmental health administration authorities. In April 2012 and April 2016, we have received reimbursement approval for prostatectomy and partial nephrectomy, respectively. An additional 12 procedures were granted reimbursement for Japan in April 2018, including gastrectomy, anterior resection, lobectomy, and hysterectomy, for both malignant and benign conditions. An additional 7 procedures were granted reimbursement effective April 1, 2020. These additional 19 reimbursed procedures have varying levels of conventional laparoscopic penetration and will be reimbursed at rates equal to the conventional laparoscopic procedures. Given the reimbursement level and laparoscopic penetration for these 19 procedures, there can be no assurance that adoption will occur or that the adoption pace for these procedures will be similar to any other da Vinci procedures. There are multiple pathways to obtain reimbursement for procedures including those that require in-country clinical data and which are considered for reimbursed status in April of even-numbered years. If we are not successful in obtaining the necessary reimbursement approvals or obtaining approvals for future products and procedures, then the demand for our products could be limited. These limitations could eliminate a significant market opportunity for our products in Japan.

Our capital sales in China are subject to importation authorizations and purchasing tender processes. In ~~October 2018,~~June 2023, the China National Health Commission published ~~on its official website~~ the 14th five-year plan quota for major medical equipment to be ~~imported and~~ sold in China ~~through 2020. After an adjustment notice was published in~~on its official website. Under the ~~third quarter of 2020,~~2023 Quota, the government will ~~now~~ allow for the ~~total~~ sale of ~~225~~559 new surgical robots into China, which could include da Vinci ~~Surgical Systems~~surgical systems as well as surgical systems introduced by others. Future system sales and our ability to grow future procedure volumes are dependent on the completion of these purchasing tender authorizations. The timing and magnitude of these future authorizations, which may determine our system placements in future years, is not certain, and we expect to continue to experience variability in the timing of capital sales in China.

CHANGES IN HEALTHCARE LEGISLATION AND POLICY MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION, ~~AND~~OR RESULTS OF OPERATIONS.

In the U.S., there have been, and continue to be, a number of legislative initiatives to contain healthcare costs. In March 2010, the ~~PPACA~~ACA was enacted, which made changes that have impacted and are expected to significantly impact the pharmaceutical and medical device industries.

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The ~~PPACA~~ACA contained a number of provisions designed to generate the revenues necessary to fund health insurance coverage expansions among other things. This ~~includes fees or taxes on certain health-related industries, including medical device manufacturers. The PPACA also implemented~~included a number of Medicare payment system reforms, including a national pilot program on payment bundling to encourage hospitals, physicians, and other providers to improve the coordination, quality, and efficiency of certain healthcare services through bundled payment models and appropriated funding for comparative effectiveness research.

The taxes imposed by the PPACA and the expansion in the government’s role in the U.S. healthcare industry may result in decreased profits to us, lower reimbursement by payors for our products, and/or reduced medical procedure volumes, all of which may have a material adverse impact on our business, financial condition, results of operations, or cash flows.

Since its enactment, there have been judicial, executive branch, and Congressional challenges to certain aspects of the ~~PPACA as well as efforts~~ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states without specifically ruling on the ~~Trump administration to modify, repeal, or otherwise invalidate all, or certain provisions~~constitutionality of the PPACA. Since January 2017, President Trump signed two Executive Orders designed to delay the implementation of certain provisions of the PPACA or otherwise circumvent some of the requirements for health insurance mandated by the PPACA. The Trump administration has also announced that it will discontinue the payment of cost-sharing reduction (“CSR”) payments to insurance companies until Congress approves the appropriation of funds for the CSR payments. The loss of the CSR payments is expected to increase premiums on certain policies issued by qualified health plans under the PPACA. Legislation to appropriate funds for CSR payments has been introduced in Congress, but the future of such legislation is uncertain. In addition, CMS finalized regulations that, effective beginning with the 2020 plan year, give states greater flexibility in setting benchmarks for insurers in the individual and small group marketplaces, which may have the effect of relaxing the essential health benefits required under the PPACA for plans sold through such marketplaces.

Because of the 2017 Tax Act, the PPACA’s individual mandate penalty for not having health insurance coverage was eliminated starting in 2019. It is unclear what impact the elimination of the individual mandate penalty will have on our business, financial condition, results of operations, or cash flows. On December 14, 2018, a U.S. District Court Judge in the Northern District of Texas, ruled that the individual mandate is a critical and inseverable feature of the ACA and, therefore, because it was repealed as part of the 2017 Tax Act, the remaining provisions of the ACA are invalid as well. The Fifth Circuit Court of Appeals affirmed the district court's ruling that the individual mandate was unconstitutional, but it remanded the case back to the district court for further analysis of whether the mandate could be severed from the Affordable Care Act. The Supreme Court of the United States granted certiorari on March 2, 2020, and held oral arguments on November 10, 2020. The case is expected to be decided by mid-2021. It is unclear how this decision, subsequent pending appeals, and other efforts to repeal and replaceACA. Thus, the ACA will ~~impact the ACA and our business.~~

Further, each chamber of Congress has put forth multiple bills designed to repeal or repeal and replace portions of the PPACA. Although the majority of these measures have not been enacted by Congress to date, Congress may continue to consider other legislation to repeal or repeal and replace elements of the PPACA.remain in effect in its current form.

In addition, other legislative changes have been proposed and adopted since the ~~PPACA was enacted.~~ACA became law. These changes included an aggregate reduction in Medicare payments, ~~to providers of up to 2% per fiscal year,~~ which went into effect on April 1, 2013, and will remain in effect through ~~2030,~~2032, unless additional Congressional action is taken, with the exception of a temporary suspension ofdue to the ~~2% cut in Medicare payments~~COVID-19 pandemic from May 1, 2020, through ~~December~~March 31, ~~2020.~~2022. On January 2, 2013, the American Taxpayer Relief Act of 2012 ~~was signed into~~became law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers, and cancer treatment ~~centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.~~centers. MACRA repealed the formula by which Medicare made annual payment adjustments to physicians and replaced the former formula with fixed annual updates and a new system of incentive payments that began in 2019 ~~which~~and are based on various performance measures and physicians’ participation in alternative payment models, such as accountable care organizations. ~~It is unclear what impact new quality and payment programs, such as MACRA, may have on our business, financial condition, results of operations, or cash flows.~~ Individual states in the U.S. have also become increasingly aggressive in passing legislation and implementing regulations designed to control product pricing, including price or patient reimbursement constraints and discounts, and require marketing cost disclosure and transparency measures.

We expect additional state and federal healthcare reform measures to be adopted in the future that could have a material adverse effect on our industry generally and on our customers. Any changes to, or uncertainty with respect to, future reimbursement rates or changes in hospital admission rates could impact our customers’ demand for our products and services, which, in turn, could have a material adverse effect on our business, financial condition, or results of ~~operations, or cash flows.~~operations.

Further, the federal, state, and local governments, Medicare, Medicaid, managed-care organizations, and foreign governments have, in the past, considered, are currently considering, and may, in the future, consider healthcare policies and proposals intended to curb rising healthcare costs, including those that could significantly affect both private and public reimbursement for healthcare services. Future significant changes in the healthcare systems in the U.S. or other countries,

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including retroactive and prospective rate and coverage criteria changes, competitive bidding or tender processes for certain products and services, and other changes intended to reduce expenditures along with uncertainty about whether and how changes may be implemented, could have a negative impact on the demand for our products. We are unable to predict whether other healthcare policies, including policies stemming from legislation or regulations affecting our business may be proposed or enacted in the future, what effect such policies would have on our business, or what effect ongoing uncertainty about these matters will have on the purchasing decisions of our customers.

For instance, in December 2021, the EU Regulation No. 2021/2282 on Health Technology Assessment, amending Directive 2011/24/EU, was adopted. While the Regulation entered into force in January 2022, it will only begin to apply from January 2025 onwards, with preparatory and implementation-related steps to take place in the interim. Once applicable, it will have a phased implementation depending on the concerned products. This Regulation intends to boost cooperation among EU member states in assessing health technologies, including certain high-risk medical devices, and provide the basis for cooperation at the EU level for joint clinical assessments in these areas. It will permit EU member states to use common HTA tools, methodologies, and procedures across the EU, working together in four main areas, including joint clinical assessment of the innovative health technologies with the highest potential impact for patients, joint scientific consultations whereby developers can seek advice from HTA authorities, identification of emerging health technologies to identify promising technologies early, and continuing voluntary cooperation in other areas. Individual EU member states will continue to be responsible for assessing non-clinical (e.g., economic, social, ethical, etc.) aspects of health technology and making decisions on pricing and reimbursement.

WE ARE SUBJECT TO FEDERAL, STATE, AND FOREIGN LAWS GOVERNING OUR BUSINESS PRACTICES, WHICH, IF VIOLATED, COULD RESULT IN SUBSTANTIAL PENALTIES. ADDITIONALLY, CHALLENGES TO, OR INVESTIGATION INTO, OUR PRACTICES COULD CAUSE ADVERSE PUBLICITY AND BE COSTLY TO RESPOND TO AND, THUS, COULD HARM OUR ~~BUSINESS.~~BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to track and disclose the source of any tantalum, tin, gold, and tungsten used in manufacturing that may originate in the Democratic Republic of the Congo or adjoining regions (so called “conflict minerals”). These metals are central to the technology industry and are present in some of our products as component parts. In most cases, no acceptable alternative material exists that has the necessary ~~properties.~~properties that our products require. Because it is not possible to determine the source of the metals by analysis, we must obtain a good faith description of the source of the intermediate components and raw materials from parties in our supply chain. The components that incorporate those metals may originate from many sources, and we purchase fabricated products from manufacturers who may have a long and difficult-to-trace supply chain. As the spot price of these materials varies, producers of the metal intermediates can be expected to change the mix of sources used. Accordingly, components and assemblies we buy may have a mix of sources as their origin. We are required to carry out a diligent effort to determine and disclose the source of these materials. There can be no assurance that we can obtain this information accurately or reliably, or at all, from intermediate producers who may be unwilling or unable to provide this information or further identify their sources of supply or to notify us if these sources change. In addition, these metals are subject to price fluctuations and shortages that can affect our ability to obtain the manufactured materials that we rely on at favorable terms or from consistent sources. These changes could have an adverse impact on our ability to manufacture and market our devices and products.

We are subject to healthcare regulation and enforcement by the federal government and the states and foreign governments where we conduct our business. The healthcare laws and regulations that may affect our ability to operate include the federal Anti-Kickback Statute, ~~and similar state laws that may apply~~which prohibits the payment of remuneration to ~~items~~induce or ~~services reimbursed by any third-party payor, including commercial insurers, prohibit payments or other remuneration that could be considered to induce~~reward hospitals, physicians, or other ~~potential purchasers of our products~~healthcare professionals either to refer patients or to purchase, lease, order, or arrange for or recommend the purchase, lease, or order of healthcare products or services for which payment may be made under the federal ~~and state~~ healthcare programs, such as Medicare, ~~and~~ Medicaid, and ~~any~~ other third-party payor programs. Further, a person or entity does not need to have actual knowledge of this statute or specific intent to violate ~~it.~~it in order to have committed a violation. Similar laws must be complied with at the state level and in foreign jurisdictions.

~~The government may assert that a claim including items or services resulting from a violation of~~We must comply with the ~~federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the false claims statutes. The~~ federal civil and criminal false claims laws, including the federal False Claims Act, and civil monetary penalties laws, ~~including the federal civil False Claims Act,~~ which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other federal healthcare programs that are false or fraudulent. Although we ~~would~~do not submit claims directly to government payors, manufacturers can be held liable under the federal ~~false claim act~~False Claims Act if they are deemed to “cause” the submission of false or fraudulent claims by, for example, providing inaccurate billing or coding information to customers or promoting a product off-label. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act.

The Health Insurance Portability and Accountability Act of 1996, ~~or HIPAA,~~ which created additional federal criminal statutes ~~that~~ prohibit, among other things, executing a scheme to defraud any healthcare benefit program and making false statements

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relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation.

These laws may affect our sales, marketing, and other promotional activities by limiting the kinds of financial arrangements that we may have with hospitals, physicians, or other potential purchasers of our products. They particularly impact how we structure our sales offerings, including discount practices, customer support, speaker, education, and training programs, physician consulting, and other service arrangements. These laws are broadly written, and it is often difficult to determine precisely how these laws will be applied to specific circumstances. Violating anti-kickback laws and false claims laws can result in civil and criminal fines and penalties, which can be substantial and include monetary damages and penalties, imprisonment, and exclusion from government healthcare ~~programs for non-compliance.~~programs. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity and be costly to defend and, thus, could harm our business, ~~and~~financial condition, or results of operations.

The federal Physicians Payments Sunshine Act imposes reporting and disclosure requirements on certain device manufacturers for any “transfer of value” made or distributed to physicians (including family members), as defined by statute, certain ~~other healthcare providers,~~non-physician practitioners, including physician assistants and nurse practitioners, and teaching hospitals. Such information must be made publicly available in a searchable format. In addition, device manufacturers

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are required to report and disclose any ownership or investment interests held by physicians and their immediate family members, as well as any transfers of value made to such physician owners and investors, during the preceding calendar year. ~~Additionally, on October 25, 2018, President Trump signed into law the “Substance Use-Disorder Prevention that Promoted Opioid Recovery and Treatment for Patients and Communities Act” which~~Similar requirements apply in part (under a provision entitled “Fighting the Opioid Epidemic with Sunshine”) extends the reporting and transparency requirements for physicians in the Physician Payments Sunshine Act to physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, and certified nurse midwives (with reporting requirements going into effect in 2022 for payments made in 2021).foreign jurisdictions. Failure to submit required information may result in civil monetary penalties for all payments, transfers of value, or ownership or investment interests not reported in an annual submission. Device manufacturers are required to submit reports to CMS by the ~~90th~~90th day of each calendar year.

InMany states have similar laws and regulations, such as anti-kickback and false claims laws, which may be broader in scope and may apply regardless of payor, in addition ~~there has been increased federal~~to items and ~~state regulation of payments made to physicians, including the tracking and reporting of gifts, compensation,~~services reimbursed under Medicaid and other ~~remuneration to physicians.~~state programs. Certain states mandate implementation of commercial compliance programs to ensure compliance with these laws, impose restrictions on device manufacturer marketing practices, and/or require the tracking and reporting of gifts, compensation, and other remuneration to physicians or marketing expenditures and pricing information. The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may be found out of compliance with one or more of the requirements, subjecting us to significant civil monetary penalties.

Additionally, to the extent that our product is sold in a foreign country, we may be subject to similar foreign laws.

Compliance with complex foreign and U.S. laws and regulations that apply to our OUS operations increases our cost of doing business in foreign jurisdictions and could expose us or our employees to fines and penalties in the U.S. and/or abroad. These numerous, and sometimes conflicting, laws and regulations include U.S. laws, such as the FCPA, and similar laws in ~~foreign~~other countries, such as the U.K. Bribery Act of 2010. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Although we have implemented policies and procedures designed to ensure compliance with these laws, there can be no assurance that our employees, contractors, or agents will not violate our policies.

Our operations are subject to certain antitrust and competition laws in the jurisdictions in which we conduct our business, in particular the U.S. and the EU. These laws prohibit, among other things, anticompetitive agreements and practices. If any of our commercial agreements or practices are found to violate or infringe such laws, we may be subject to civil and other penalties. We may also be subject to third-party claims for damages. Further, agreements that infringe upon these antitrust and competition laws may be void and unenforceable, in whole or in part, or require modification in order to be lawful and enforceable. If we are unable to enforce our commercial agreements, whether at all or in material part, our business, financial condition, or results of operations ~~financial position, and cash flows~~ could be adversely affected.

We are also subject to claims, lawsuits, and government investigations involving labor and employment. Such claims, lawsuits, and government investigations are inherently uncertain. Regardless of the outcome, any of these types of legal proceedings can have an adverse impact on us because of legal costs, diversion of management resources, and other factors.

We are also exposed to the risk that our employees, independent contractors, consultants, manufacturers, suppliers, and any other third parties that we may engage in connection with the development and commercialization of our products may engage in fraudulent or illegal activity. Misconduct by these parties could include intentional, reckless, and/or negligent conduct or disclosure of unauthorized activities to us that violates: (i) the laws of the FDA and other similar regulatory authorities, including those laws requiring the reporting of true, complete, and accurate information to such authorities; (ii) manufacturing standards; (iii) data privacy, security, fraud, and abuse laws and regulations; or (iv) laws that require the true, complete, and accurate reporting of financial information or data. Activities subject to these laws could also involve the improper use or misrepresentation of information obtained in the course of clinical trials or the creation of fraudulent data in clinical trials, which could result in regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and

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deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with such laws or regulations.

Additionally, we are subject to the risk that a person or government could allege fraud or other misconduct, even if none occurred. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business or results of operations, including the imposition of significant civil, criminal, and administrative penalties, damages, monetary fines, disgorgements, possible exclusion from participation in Medicare, Medicaid, other U.S. federal healthcare programs, or healthcare programs in other jurisdictions, integrity oversight and reporting obligations to resolve allegations of non-compliance, imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations.

IF HOSPITALS AND OTHER SURGERY FACILITIES DO NOT CONTINUE TO MEET FEDERAL, STATE, OR OTHER REGULATORY STANDARDS, THEY MAY BE REQUIRED TO TEMPORARILY CEASE ALL OR PART OF THEIR ~~DA VINCI~~SYSTEM UTILIZATION.

Our global customers are subject to periodic inspection by regulatory authorities. Our customers are required to comply with applicable local and international regulations, including with respect to the reprocessing of ~~da Vinci~~our instruments and accessories. Hospitals may not follow cleaning and sterilization instructions properly, or equipment used for cleaning and sterilization may malfunction or be used improperly. If our customers deviate from cleaning and sterilization instructions, regulatory authorities may require them to suspend the use of ~~da Vinci Surgical Systems.~~our systems.

RISKS RELATING TO OUR INTELLECTUAL PROPERTY

IF WE ARE UNABLE TO FULLY PROTECT AND SUCCESSFULLY DEFEND OUR INTELLECTUAL PROPERTY FROM USE BY THIRD PARTIES, OUR ABILITY TO COMPETE IN THE MARKET ~~WILL~~MAY BE HARMED.

Our commercial success depends in part on obtaining patent protection for the proprietary technologies contained in our products and on successfully defending our patents against infringing products and/or services in litigation or administrative proceedings, including patent oppositions, reviews, or reexaminations. We ~~will~~ incur substantial costs in obtaining patents and, if necessary, defending our patent rights. We do not know whether we will be successful in obtaining the desired patent protection for our new proprietary technologies or that the protection we do obtain will be found valid and enforceable when challenged. The success of defending our proprietary rights can be highly uncertain, because it involves complex and often evolving legal issues and procedures that are dependent on the particular facts of each case.

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In addition to patents, we also rely on other intellectual property rights, such as trade secret, copyright, and trademark laws to protect proprietary technologies. We further utilize nondisclosure agreements and other contractual provisions as well as technical measures to protect our proprietary technologies. Nevertheless, these measures may be inadequate in protecting our technologies. If these measures ~~are proved~~prove to be inadequate in protecting our technologies, our competitive advantages may be reduced. Moreover, we may not have adequate remedies for potential breaches by employees, consultants, and others who participate in developing our proprietary technologies against their agreements with us regarding intellectual property. As a result, our trade secrets may be lost. Notwithstanding our efforts to protect our intellectual property, our competitors may independently develop similar or alternative technologies or products that are equal to or superior to our technologies without infringing any of our intellectual property, which would harm our ability to compete in the market.

As foreign markets become more significant in revenue for us, our foreign operations and strategic alliances with foreign entities will likely increase. Our exposure to risks associated with these operations requires us to increase our reliance on protecting our intellectual property against infringing products and/or services in markets outside of the U.S. The laws and judicial systems in these countries may introduce yet another level of uncertainty toin our effort to obtain the desired protection as well as defending our rights.

OTHERS MAY BE SUCCESSFUL IN ASSERTING THAT OUR PRODUCTS INFRINGE THEIR INTELLECTUAL PROPERTY RIGHTS, WHICH MAY CAUSE US TO PAY SUBSTANTIAL DAMAGES AND/OR ENJOIN US FROM COMMERCIALIZING OUR PRODUCTS.

As we continue to introduce and commercialize new products and technologies, there may be U.S. and foreign patents issued to third parties that relate to our products. Some of these patents may be broad enough to cover one or more aspects of our products. We do not know whether any of these patents, if challenged, would be held valid, enforceable, and infringed. From time to time, we receive, and likely will continue to receive, letters from third parties accusing us of infringing and/or inviting us to license their patents. We may be sued by, or become involved in an administrative proceeding with, one or more of these third parties.

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We cannot be certain that a court or administrative body would agree with any arguments or defenses that we may have concerning invalidity, unenforceability, or non-infringement of any third-party patent. In addition, other parties may have filed or will file patent applications covering products that are similar to or identical to ours. We cannot be certain that patents issuing from our own patent applications covering our products will have a priority date over any patents issuing from applications filed by a third party.

The medical device industry has experienced extensive intellectual property litigation and administrative proceedings. If third parties assert infringement claims or institute administrative proceedings against us, our technical and management personnel will need to spend significant time and effort, and we will incur large expenses in defending against these attacks. We cannot be certain that we will prevail in defending against infringement, validity, or enforceability claims against us. If plaintiffs in patent administrative proceedings are successful, our patent portfolio may be adversely affected. If plaintiffs in any patent action are successful, we may be enjoined from selling or importing our products, we may have to pay substantial damages, including treble damages, or we may be required to obtain a license that requires us to pay substantial royalties or relocate our manufacturing facilities. In addition, any public announcements related to litigation or administrative proceedings initiated or threatened against us could cause our stock price to decline.

OUR PRODUCTS RELY ON LICENSES FROM THIRD PARTIES, WHICH MAY NOT BE AVAILABLE TO US ON COMMERCIALLY REASONABLE TERMS OR AT ALL. IF WE LOSE ACCESS TO THESE TECHNOLOGIES, OUR REVENUES COULD DECLINE.

We rely on technology that we license from others, including technology that is integral to our products. There is no assurance that we can obtain or retain licenses on acceptable terms or at all. The license agreements we have entered into with several industry partners may be terminated for breach. If any of these agreements are terminated, we may be unable to reacquire the necessary license on satisfactory terms or at all. The failure to obtain, retain, or maintain ~~the~~ licenses could prevent or delay further development or commercialization of our products, which may have a material adverse effect on our business, financial condition, or results of ~~operations, or cash flows.~~operations.

GENERAL RISK FACTORS

OUR FUTURE OPERATING RESULTS MAY BE BELOW SECURITIES ANALYSTS’ OR INVESTORS’ EXPECTATIONS, WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.

Due to the nascent nature of our industry, we have limited insight into trends that may emerge in our market and affect our business. The revenue and income potential of our market are unproven, and we may be unable to maintain or grow our revenue. Our products typically have lengthy sales cycles. In addition, our costs may be higher than we anticipated. If we fail to generate sufficient revenues or our costs are higher than we expect, our results of operations may be materially adversely

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affected. Further, future revenue from sales of our products is difficult to forecast, because the market for new surgical technologies is still evolving. Our results of operations ~~will depend upon~~could be impacted by numerous factors, including:

•the extent to which our products achieve and maintain market acceptance;

•actions relating to regulatory matters;

•product quality and supply problems;

•inflationary pressures on the cost of producing and distributing our products;

•our timing and ability to develop our manufacturing and sales and marketing capabilities;

•demand for our products;

•the size and timing of particular sales and any collection delays related to those sales;

•~~product quality and supply problems;~~

•the progress of surgical training in the use of our products;

•our ability to develop, introduce, and market new or enhanced versions of our products on a timely basis;

•third-party payor reimbursement policies;

•our ability to protect our proprietary rights and defend against third-party challenges;

•our ability to license additional intellectual property rights; and

•the progress and results of any clinical trials.

Our operating results in any particular period will not be a reliable indication of our future performance. It is possible that, in future periods, our operating results will be below the expectations of securities analysts or investors. If this occurs, the price of our common stock and the value of your investment will likely decline.

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OUR STOCK PRICE HAS BEEN, AND WILL LIKELY CONTINUE TO BE, VOLATILE.

The market price of our common stock has experienced fluctuations and may fluctuate significantly in the future. For example, during ~~2018,~~2021, the adjusted closing price of our common stock reached a high of $365.42 and a low of $228.30; during 2022, it reached a high of ~~$574.74~~$360.00 and a low of ~~$375.25;~~$183.06; and, during ~~2019,~~2023, it reached a high of ~~$598.81~~$354.93 and a low of ~~$450.24; and during 2020, it reached a high of $818.10 and a low of $367.75.~~$224.75. Our stock price can fluctuate for a number of reasons, including:

•announcements about us or our competitors;

•variations in our operating results and financial guidance;

•our introduction or abandonment of new technologies or products;

•regulatory approvals and enforcement actions;

•changes in our product pricing policies;

•changes in earnings estimates or recommendations by analysts;

•changes in accounting policies;

•economic changes and overall market volatility;

•announcements relating to product quality and the supply chain for our products;

•litigation;

•media coverage, whether accurate or inaccurate, fair or misleading;

•political uncertainties;

•short sales on shares of our common stock or other activities by short sellers; and

•our stock repurchase program.

Future stock repurchase programs will be contingent on a variety of factors, including our financial condition, results of operations, and business requirements. There can be no assurance that we will continue repurchasing our common stock in the future, consistent with historical levels or at all, or that our stock repurchase programs will have a beneficial impact on our stock price.

In addition, stock markets generally have experienced, and in the future may experience, significant price and volume volatility. This volatility has a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated or disproportionate to the operating performance of the specific companies. Further, the securities of many medical device companies, including us, have historically been subject to extensive price and volume fluctuations that may affect the market price of their common stock. If these broad market fluctuations continue, it may have a material adverse impact on the market price of our common stock.

CHANGES TO FINANCIAL ACCOUNTING STANDARDS MAY AFFECT OUR REPORTED RESULTS OF OPERATIONS.

A change in accounting standards can have a significant effect on our reported results and may retroactively affect previously reported results. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing standards or the reevaluation of current practices may adversely affect our reported financial results or the way we conduct our business.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

CYBERSECURITY RISK MANAGEMENT AND STRATEGY

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.

We design and assess our program based on various cybersecurity frameworks, such as the National Institute of Standards and Technology (“NIST”) and the Center for Internet Security (“CIS”), as well as information security standards issued by the International Organization for Standardization, including ISO 27001 and ISO 27002. In 2022, our cybersecurity systems and processes achieved ISO 27001 certification. We use these cybersecurity frameworks and information security standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

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Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes:

•risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology (“IT”) environment;

•a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls;

•cybersecurity awareness training for our employees, incident response personnel, and senior management;

•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•a third-party risk management process for service providers, suppliers, and vendors.

We have not identified any risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

CYBERSECURITY GOVERNANCE

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risks to the Audit Committee. The Audit Committee oversees management’s implementation of the cybersecurity risk management program.

The Audit Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser potential impact.

The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cybersecurity risk management program. Board members receive presentations on cybersecurity topics from our IT management team, internal security staff, or external experts as part of the Board’s continuing education. Six members of our Board of Directors have information security expertise, including Joseph C. Beery, Gary S. Guthart, Ph.D., Amal M. Johnson, Sreelakshmi Kolli, Keith R. Leonard, Jr., and Mark J. Rubash.

Our management team, including our IT management team, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team has certifications from various organizations, such as ISC2 (Certified Information Security Systems Professional or “CISSP”), Global Information Assurance (“GIAC”), and the EC-Council.

Our management team oversees efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the information technology environment.

ITEM 2. PROPERTIES

As of December 31, ~~2020,~~2023, we own approximately ~~1.2~~2.0 million square feet of space on 98142 acres of land in Sunnyvale, California, where we house our principal headquarters, research and development, service, and support functions, ~~and~~as well as certain of our manufacturing operations.

Outside of Sunnyvale, California, we own facilities in other U.S. locations that are used for sales, training, manufacturing, engineering, and administrative functions, ~~as well as manufacturing.~~including approximately 520,000 square feet of space on 69 acres of land in Peachtree Corners, Georgia. We also lease approximately ~~620,000~~830,000 square feet of space for certain engineering, warehousing, and support functions at various locations in the U.S.

Outside of the U.S., we own and/or lease properties in Mexicali, Mexico, and Germany, primarily for manufacturing operations, and Aubonne, Switzerland, primarily for our international headquarters. In China, our Joint Venture leases facilities for research and development, manufacturing, and sales operations. In ~~Germany, we own and lease facilities for manufacturing operations, as we integrate and build out operations of our acquisition of certain assets and operations from Schölly Fiberoptic GmbH. In~~ Israel, we lease facilities ~~including space~~ for ~~the operations of our recent acquisition of Orpheus Medical.~~research and development. In addition, we lease various international facilities for sales and other operations.

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ITEM 3. LEGAL PROCEEDINGS

The information included in Note 8 to the Consolidated Financial Statements included in Part II, Item 8 of this report is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMON STOCK

Our common stock is traded on The Nasdaq Global Select Market under the symbol “ISRG.”

As of January ~~15, 2021,~~25, 2024, there were ~~159~~132 stockholders of record of our common stock, although ~~we believe that~~ there are a significantly larger number of beneficial owners of our common stock.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. We currently intend to retain earnings for use in the operation and expansion of our business. In addition, we may use a portion of our retained earnings to repurchase shares of our common stock, if appropriate.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

~~The following table contains~~Please see Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” under Part III of this Annual Report on Form 10-K for information ason where to find information required by Item 201(d) of ~~December 31, 2020, for two categories of equity compensation plans.~~

Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (a)
Weighted-
average
exercise price
of outstanding
options (2)
Number of
securities remaining
available for future issuance under equity compensation
plans (excluding
securities reflected in
column (a))
Equity compensation plans approved by security holders 4,104,159 $ 315.57 9,139,869
Equity compensation plans not approved by security holders (1)
371,711 $ 189.00 —
Total 4,475,870 $ 305.07 9,139,869

~~(1)~~Represents options under the Amended and Restated 2009 Employment Commencement Incentive Plan, adopted by the Board in October 2009 and first used in 2010. Options are granted at an exercise price not less than the fair market value of the stock on the date of grant and have a term not to exceed ten years. This plan expired in October 2019 and, therefore, there are no shares reserved for future issuance. However, awards granted prior to the plan's expiration continue to remain outstanding until their original expiration date.

~~(2)~~The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

~~Material Features of the Amended and Restated 2009 Employment Commencement Incentive Plan~~

In October 2009, the Board adopted our Amended and Restated 2009 Employment Commencement Incentive Plan, or the 2009 Plan, pursuant to Rule 5653(c)(4) of the Nasdaq Global Market, which was subsequently amended by the Board in February 2011, July 2011, February 2012, July 2012, January 2013, May 2013, December 2013, and April 2015.

Awards granted under the 2009 Plan were intended to constitute “employment inducement awards” under Nasdaq Listing Rule 5635(c)(4) and, therefore, the 2009 Plan was intended to be exempt from the Nasdaq Listing Rules regarding stockholder approval of stock option and stock purchase plans. A total of 4,365,000 shares of our common stock were reserved for issuance under the 2009 Plan. The 2009 Plan provided for the grant of non-qualified stock options, restricted stock units, restricted stock awards, dividend equivalents, or stock appreciation rights. These awards may have been granted to individuals who were then new employees, or were commencing employment with us or one of our subsidiaries following a bona fide period of non-employment with us, and for whom such awards were granted as a material inducement to commencing employment with us or one of our subsidiaries. This plan expired in October 2019 and, therefore, there are no shares reserved for future issuance. However, awards granted prior to the plan's expiration continue to remain outstanding until their original expiration date.

The 2009 Plan is administered by the Compensation Committee or another committee of the Board. The plan administrator has broad discretion to take action under the 2009 Plan, as well as make adjustments to the terms and conditions of existing awards, in the event of certain transactions and events affecting our common stock, including a change in control, stock dividends, stock splits, mergers, acquisitions, consolidations, and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2009 Plan and outstanding awards.

~~The Board may amend, suspend, or terminate the 2009 Plan at any time, provided that no such action may impair any rights under any outstanding awards without the consent of the participant.~~

~~Table of~~ ~~Contents~~

Regulation S-K.

RECENT SALES OF UNREGISTERED SECURITIES

None.

ISSUER PURCHASES OF EQUITY SECURITIES

The table below summarizes our stock repurchase activity for the quarter ended December 31, ~~2020.~~2023.

Fiscal Period Total Number of
Shares
Repurchased Average
Price Paid
Per Share Total Number of
Shares Purchased As
Part of a Publicly
Announced Program Approximate Dollar
Amount of Shares That
May Yet be Purchased
Under the Program (1)
October 1 to October 31, 2020 — $ — — $ 1.6 billion
November 1 to November 30, 2020 51,914 $ 661.07 51,914 $ 1.6 billion
December 1 to December 31, 2020 — $ — — $ 1.6 billion
Total during quarter ended December 31, 2020 51,914 $ 661.07 51,914


Fiscal Period	Total Number of Shares Repurchased	Average Price Paid Per Share		Total Number of Shares Purchased As Part of a Publicly Announced Program	Approximate Dollar Amount of Shares That May Yet be Purchased Under the Program (1)
October 1 to October 31, 2023	232,332	$	259.56	232,332	$	1.1	billion
November 1 to November 30, 2023	22,585	$	265.01	22,585	$	1.1	billion
December 1 to December 31, 2023	—	$	—	—	$	1.1	billion
Total during quarter ended December 31, 2023	254,917	$	260.04	254,917

(1)Since March 2009, we have had an active stock repurchase ~~program.~~program (the “Repurchase Program”). As of December 31, ~~2020,~~2023, our Board of Directors ~~(the~~(our “Board”) had authorized an aggregate amount of up to ~~$7.5~~$10.0 billion for stock repurchases, of which the most recent authorization occurred in ~~January 2019,~~July 2022, when ~~the~~our Board increased the authorized amount available under our ~~share repurchase program~~Repurchase Program to ~~$2.0~~$3.5 billion. The remaining ~~$1.6 billion represents the~~ amount available to repurchase shares under the authorized ~~repurchase program~~Repurchase Program as of December 31, ~~2020.~~2023, is $1.1 billion. The authorized ~~stock repurchase program~~Repurchase Program does not have an expiration date.

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STOCK PERFORMANCE GRAPH

This graph is not “soliciting material” or deemed “filed” with the SEC or subject to Regulation 14A or 14C (17 CFR 240.14a-1–240.14a-104 or 240.14c-1–240.14c-101) for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that Section, and shall not be deemed incorporated by reference into any filings of Intuitive Surgical, Inc. under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The graph set forth below compares the cumulative total stockholder return on our common stock between December 31, ~~2015,~~2018, and December 31, ~~2020,~~2023, with the cumulative total return of (i) the Nasdaq Composite Index, (ii) the S&P 500 Healthcare Index, and (iii) the S&P 500 Index over the same period. This graph assumes an investment of $100.00 on December 31, ~~2015~~2018, in our common stock, the Nasdaq Composite Index, the S&P Healthcare Index, and the S&P 500 Index and assumes the re-investment of dividends, if any.

The comparisons shown in the graph below are based ~~upon~~on historical data. We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.


COMPARISON OF CUMULATIVE TOTAL RETURN AMONG INTUITIVE, NASDAQ COMPOSITE, S&P HEALTHCARE INDEX, AND S&P 500 INDEX

December 31,
2015 2016 2017 2018 2019 2020
Intuitive Surgical, Inc. $ 100.00 $ 116.11 $ 200.46 $ 263.07 $ 326.91 $ 449.37
Nasdaq Composite $ 100.00 $ 108.87 $ 141.13 $ 137.12 $ 187.44 $ 271.64
S&P 500 Healthcare Index $ 100.00 $ 95.64 $ 114.77 $ 120.16 $ 142.60 $ 158.90
S&P 500 Index $ 100.00 $ 111.96 $ 136.40 $ 130.42 $ 171.49 $ 203.04
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	December 31,
	2018		2019		2020		2021		2022		2023
Intuitive Surgical, Inc.	$	100.00	$	123.43	$	170.82	$	225.07	$	166.22	$	211.33
Nasdaq Composite	$	100.00	$	136.69	$	198.10	$	242.03	$	163.28	$	236.17
S&P 500 Healthcare Index	$	100.00	$	118.68	$	132.24	$	164.20	$	158.37	$	158.85
S&P 500 Index	$	100.00	$	131.49	$	155.68	$	200.37	$	164.08	$	207.21

ITEM 6.

[RESERVED]

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~~ITEM 6. SELECTED FINANCIAL DATA~~

The following selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report. The selected data in this section is not intended to replace the Consolidated Financial Statements.

Fiscal Year
2020 2019 2018 2017 (1) 2016
(In millions, except per share amounts and headcount)
Revenue $ 4,358.4 $ 4,478.5 $ 3,724.2 $ 3,138.2 $ 2,706.5
Gross profit $ 2,861.2 $ 3,110.2 $ 2,604.1 $ 2,202.0 $ 1,892.9
Net income attributable to Intuitive Surgical, Inc. $ 1,060.6 $ 1,379.3 $ 1,127.9 $ 670.9 $ 738.3
Net income per share attributable to Intuitive Surgical, Inc.:
Basic $ 9.06 $ 11.95 $ 9.92 $ 6.01 $ 6.43
Diluted $ 8.82 $ 11.54 $ 9.49 $ 5.77 $ 6.26
Shares used in computing basic and diluted net income per share:
Basic 117.0 115.4 113.7 111.7 114.9
Diluted 120.3 119.5 118.8 116.3 117.9
Cash, cash equivalents, and investments $ 6,869.1 $ 5,845.2 $ 4,834.4 $ 3,846.5 $ 4,837.9
Total assets $ 11,168.9 $ 9,733.2 $ 7,846.7 $ 5,776.8 $ 6,521.4
Other long-term liabilities $ 444.6 $ 418.3 $ 338.6 $ 333.6 $ 112.1
Stockholders’ equity $ 9,759.1 $ 8,284.7 $ 6,687.5 $ 4,780.4 $ 5,820.1
Total headcount 8,081 7,326 5,527 4,444 3,755

~~(1)Reflects amounts recorded for the enactment of the 2017 Tax Act.~~

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Open surgery remains the predominant form of surgery and is used in almost every area of the body. However, the large incisions required for open surgery create trauma to patients, typically resulting in longer hospitalization and recovery times, increased hospitalization costs, and additional pain and suffering relative to minimally invasive surgery, ~~(“MIS”),~~ where MIS is available. For over three decades, MIS has reduced trauma to patients by allowing selected surgeries to be performed through small ports rather than large incisions. MIS has been widely adopted for certain surgical procedures.

Da Vinci ~~Surgical Systems~~surgical systems enable surgeons to extend the benefits of MIS to many patients who would otherwise undergo a more invasive surgery by using computational, robotic, and imaging technologies to overcome many of the limitations of traditional open surgery or conventional MIS. Surgeons using a da Vinci ~~Surgical System~~surgical system operate while seated comfortably at a console viewing a 3D, high-definition image of the surgical field. This immersive console connects surgeons to the surgical field and their instruments. While seated at the console, the surgeon manipulates instrument controls in a natural manner, similar to open surgical technique. Our technology is designed to provide surgeons with a range of articulation of the surgical instruments used in the surgical field analogous to the motions of a human wrist, while filtering out the tremor inherent in a surgeon’s hand. In designing our products, we focus on making our technology easy and safe to use.

Our da Vinci products fall into five broad categories: da Vinci~~Surgical Systems,~~ surgical systems, da Vinci instruments and accessories, da Vinci Stapling, da Vinci Energy, and da Vinci Vision, including Firefly Fluorescence imaging systems ~~(“Firefly”)~~ and da Vinci Endoscopes. We also provide a comprehensive suite of systems, learning, and services offerings. Digitally-enabled for nearly three decades, these three offerings aim to decrease variability by providing dependable, consistent functionality and an integrated user experience. Our systems category includes robotic platforms, software, vision, energy, and instruments and accessories. Our learning category includes educational technology, such as simulation and telepresence, as well as technical training programs and ~~education programs.~~personalized peer-to-peer learning opportunities. Our services category assists and optimizes minimally invasive programs through readiness, on-demand support, consultation for minimally invasive program optimization, and hospitals customized analytics. Within our integrated ecosystem, our ~~products are designed~~focus is to decrease variability in surgery by offering ~~dependable, consistent functionality~~actionable insights, with digital solutions, to take action with the potential to improve outcomes, personalize learning, and ~~user experiences for surgeons seeking better outcomes.~~optimize efficiency. We take a holistic approach, offering intelligent technology and systems designed to work together to make MIS intervention more available and applicable.

We have commercialized the following da Vinci ~~Surgical Systems:~~surgical systems: the da Vinci standard ~~Surgical System~~surgical system in 1999, the da Vinci S ~~Surgical System~~surgical system in 2006, the da Vinci Si ~~Surgical System~~surgical system in 2009, and the fourth generation da Vinci Xi ~~Surgical System~~surgical system in 2014. We ~~have~~ extended our ~~fourth generation~~fourth-generation platform by adding the da Vinci X ~~Surgical System,~~surgical system, commercialized in ~~the second quarter of~~ 2017, and the da Vinci SP ~~Surgical System,~~surgical system, commercialized in 2018. The da Vinci SP surgical system accesses the ~~third quarter of 2018.~~body through a single incision, while the other da Vinci surgical systems access the body through multiple incisions. All da Vinci systems include a surgeon’s console (or consoles), imaging electronics, a patient-side cart, and computational hardware and software. We are ~~early~~ in the ~~launch~~early stages of launching our da Vinci SP ~~Surgical System,~~surgical system, and we have an installed base of 69177 da Vinci SP ~~Surgical Systems~~surgical systems as of December 31, ~~2020. Our plans for the rollout of the da Vinci SP Surgical System include putting systems in the hands of experienced da Vinci users first while we optimize training pathways and our supply chain.~~2023. We have received FDA ~~clearances~~clearance for the da Vinci SP ~~Surgical System~~surgical system for ~~urological~~urologic and certain transoral ~~procedures. We also~~procedures, and we have received regulatory clearance in South Korea, where the da Vinci SP ~~Surgical System~~surgical system may be used for a broad set of procedures. In September 2022, we received regulatory clearance for the da Vinci SP surgical system in Japan for the same set of procedures as can be performed on the da Vinci Xi surgical system in Japan. In January 2024, we obtained the European certification in accordance with 2017/745 EU MDR (Medical Devices Regulation) for our da Vinci SP surgical system for use in endoscopic abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, and breast surgical procedures. We plan to commercialize the da Vinci SP surgical system in select major European countries throughout 2024 as part of a measured rollout strategy. We plan to seek FDA clearances for additional indications for the da Vinci SP surgical system over time. We also plan to seek clearances (including for additional indications) in other OUS markets over time. The success of the da Vinci SP ~~Surgical System~~surgical system is dependent on positive experiences and improved clinical outcomes for the procedures for which it has been cleared as well as securing additional clinical clearances. ~~All~~

In addition, we have submitted regulatory filings in the U.S., Japan, and South Korea for our fifth-generation multi-port platform, da Vinci ~~systems include~~5. If we obtain the required regulatory clearances, we plan a ~~surgeon’s console (or consoles), imaging electronics, a patient-side cart,~~phased launch over several quarters after clearance, giving us time to mature our supply and ~~computational hardware and software.~~manufacturing processes for the new system.

We offer approximately 70 different multi-port da Vinci instruments to provide surgeons with flexibility in choosing the types of tools needed to perform a particular surgery. These multi-port instruments are generally robotically controlled and provide end effectors (tips) that are similar to those used in either open or laparoscopic surgery. We offer advanced instrumentation for the da VinciXi X andda VinciX Xi platforms, including da Vinci Energy and da Vinci Stapler products, to provide surgeons with sophisticated, computer-aided tools to precisely and efficiently interact with tissue. DaThe da VinciX and da VinciXi~~Surgical Systems~~ surgical systems share the same instruments, whereas the da VinciSi~~Surgical System~~ surgical system uses instruments that are not

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compatible with the da Vinci X or da Vinci Xi systems. We currently offer nine core instruments on our da Vinci SP ~~Surgical System.~~surgical system. We plan to expand the da Vinci SP instrument offering over time.

Training technologies include our Intuitive Simulation products, our Intuitive Telepresence remote case observation and telementoring tools, and our dual console for use in surgeon proctoring and collaborative surgery.

~~During the first quarter of~~In 2019, the FDA cleared our Ion endoluminal system, ~~to enable~~which is a flexible, robotic-assisted, catheter-based platform that utilizes instruments and accessories for which the first cleared indication is minimally invasive biopsies in the lung. Our Ion system extends our commercial offering beyond surgery into diagnostic ~~procedures~~endoluminal procedures. The system features an ultra-thin, ultra-maneuverable catheter that can articulate 180 degrees in all directions and allows navigation far into the peripheral lung and provides the stability necessary for precision in a biopsy. Many suspicious lesions found in the lung may be small and difficult to access, which can make diagnosis challenging, and Ion helps physicians obtain tissue samples from deep within the lung, which could help enable earlier diagnosis. In March 2023, we obtained the European certification in accordance with ~~this first application.~~2017/745 EU MDR (Medical Devices Regulation) for our Ion endoluminal system and, in September 2023, we received regulatory clearance for our Ion endoluminal system in South Korea. We ~~are introducing~~plan to seek additional clearances, approvals, and certifications for the Ion endoluminal system in the U.S. in a measured fashion while we optimize training pathways and our supply chain and collect additional clinical data. We are early in the launch and have placed 36 Ion systems for commercial use as of December 31, 2020. Ion systems are not included in our da Vinci Surgical System installed base. We currently have 3 Ion systems placed with hospitals for gathering clinical data in addition to the systems placed for commercial use.OUS markets over time.

The success of new product introductions depends on a number of factors including, but not limited to, pricing, competition, market and consumer acceptance, the effective forecasting and management of product demand, inventory levels, the management of manufacturing and supply costs, and the risk that new products may have quality or other defects in the early stages of introduction.

~~Table of~~ ~~Contents~~

Macroeconomic Environment

~~COVID-19 Pandemic~~

~~Procedures~~

Prior to the spread of COVID-19 in the first quarter of 2020, we experienced procedure growth trends consistent with those experienced in the fourth quarter of 2019, including strength in general surgery, growth in mature procedures in the U.S.,Uncertainty surrounding macroeconomic and growth in OUS urology. Beginning in January 2020, we saw a substantial reduction in da Vinci procedures in China and, by early February 2020, procedures per week in China had declined by approximately 90% compared to the weekly procedure rates experienced in early January 2020. As the COVID-19 pandemic subsided in China in March 2020, da Vinci procedure volume began to recover and, by the end of the first quarter of 2020, China procedures per week were approximately 70% of the early January 2020 weekly procedure rate. As the COVID-19 pandemic spread to Western Europe and the U.S., we experienced a significant decline in da Vinci procedures in the last half of March 2020, and procedures per weekgeopolitical factors in the U.S. ~~declined to approximately 65%~~and globally characterized by the supply chain environment, inflationary pressure, higher interest rates, instability in the global financial markets, significant disruptions in the commodities’ markets as a result of the ~~weekly procedure rate experienced earlier in the first quarter of 2020.~~

~~In April 2020, procedures per week in the U.S. continued to decline, reaching approximately 30% of pre-COVID-19 levels. In May~~conflict between Russia and June, U.S. procedures began a recovery phase, as COVID-19 cases dropped and elective procedures were permitted, and, by the middle of June, had grown to nearly the same level as that measured in the first two weeks of the first quarter of 2020. However, in the last two weeks of June and into July, with the resurgence of COVID-19 cases, some regions postponed elective procedures, and we experienced a corresponding decline in da Vinci procedures. The impact of COVID-19 in Europe during the second quarter varied by country with procedures in Italy, France,Ukraine and the UK declining more steeply, while Germany experienced a year-over-year increase in procedures. During the second quarter of 2020, China procedures per week continued to increase to a level consistent with the early January 2020 weekly procedure rate.

In the third quarter of 2020, procedures recovered slowly in the U.S., leveling off near pre-COVID-19 levels towards the end of the quarter. Outside of the U.S., da Vinci procedures varied in the third quarter of 2020, depending on the spread and/or resurgence of COVID-19. For example, COVID-19 had a less significant impact in Germany where da Vinci procedures grew at mid-single digits relative to the third quarter of 2019, while it had a more significant impact in the U.K. where da Vinci procedures declined year over year. Procedures in China grew significantly year over year in the third quarter of 2020, while regional COVID-19 outbreaks resulted in year-over-year procedure growth rates in Japan slowing somewhat relative to earlier in the year. The COVID-19 pandemic has also affected the volumes of certain procedure types differently. For example, patient concerns over exposure to COVID-19conflict between Israel and Hamas, labor shortages, and the ~~fact that prostate cancer can be slow growing, combined with lower prostate diagnoses and treatments, have caused the number~~introduction of ~~dVP procedures to decline~~or changes in the third quarter of 2020 relative to the third quarter of 2019. Da Vinci bariatric procedures grew significantly year over year in the third quarter of 2020 due to our optimized instrument set and focus by our sales organization andtariffs or trade barriers may also have benefited from certain patients prioritizing weight loss as obesity is a significant COVID-19 risk factor. However, the diagnoses and treatment pathways for bariatric patients are long, and many of the patients in the third quarter may have begun their treatment pathway prior to the spread of COVID-19; therefore, we cannot assure you that we will continue to see significant growth in bariatric procedures.

In the fourth quarter of 2020, procedure volumes continued to be significantly impacted by the COVID-19 pandemic as healthcare systems around the world diverted resources to respond to the pandemic. The impact continued to differ significantly by geography and region, depending on the spread and resurgence of COVID-19. In the U.S., while procedures continued to recover in the early part of the quarter, the resurgence of COVID-19 infections experienced by some states had an increasingly adverse impact on our procedure volumes as the quarter progressed, a trend that continued into January. The impact of a resurgenceresult in a particular region can be significant. Outside of the U.S., similar to the trends noted in the third quarter, procedures also continued to vary significantly by geography and region. The resurgence of COVID-19 had a more significant impact on procedures in Italy, France, and the UK. Procedures in China continued to grow significantly year over year. The trends that were noted in the third quarter of 2020 in relation to types of procedures, such as dVP and bariatric procedures, continued into the fourth quarter of 2020.

We continue to see that the impact of COVID-19 on our procedure volumes varies widely by country, region, and type. When COVID-19 infection rates spike in a particular region, procedure volumes have been negatively impacted and the diagnoses of new conditions and their related treatments are deferred. Also, based on our experience during 2020, we do not expect all markets, regions, and procedure types to recover at the same pace. Due to the uncertainty of the recovery, including the potential for COVID-19 infection rates to increase, the extent and period of time overrecession, which the COVID-19 pandemic and any resultant economic recession will impact hospital spending, and additional policy responses that may be outlined by governments and other authorities, we cannot reliably estimate the impact that the COVID-19 pandemic may have on procedure volume in the first quarter of 2021 and beyond.

~~Table of~~ ~~Contents~~

~~System Demand~~

As the impact of the COVID-19 pandemic progressed throughout 2020, customers in affected regions deferred decisions to purchase or lease systems into future quarters and, in some cases, indefinitely. These deferral decisions continued into the fourth quarter of 2020. In addition, the year-over-year stagnation in procedures and, in turn, reduced utilization of our systems has resulted in unused capacity in the existing installed base. We expect hospitals to first fill their unused capacity before purchasing additional systems. The depth and extent to which the COVID-19 pandemic will impact individual markets will vary based on the availability of testing capabilities, personal protective equipment, intensive care units and operating rooms, and medical staff, as well as government interventions. As COVID-19 continues to disrupt healthcare operations and patient flow, we expect that system placements will lag behind the recovery of da Vinci procedure volume. While we cannot reliably estimate the extent or period of time over which the COVID-19 pandemic and any resultant economic recession will impact hospital spending, we anticipate lower year-over-year system placements for the first quarter of 2021.

~~Customer Relief Program~~

In April 2020, we announced a program to provide financial relief to our customers. The program was comprised of three main elements. The first element provided credits against service fees otherwise due in the six-month period from April 1 through September 30, 2020, that generally reflected the underutilization of the system during that period. Those credits were offered to most customers worldwide. The second element of the program deferred certain lease payments, and the third element extended certain payment terms. Service fee credits resulted in an $80 million decrease in service revenue in 2020. While the short-term payment relief offered did not have a material impact to the results of operations, we deferred $15 million of lease billings and extended payment terms associated with $181 million of trade receivables since the start of the program, of which $19 million remain outstanding as of December 31, 2020. We may be subject to increased credit risks resulting in collection delinquencies and defaults, which could materially impact our bad debt write-offs and provisions for credit losses. Although we have programs in place that are designed to monitor and mitigate the associated risks, there can be no assurance that such programs will be effective in reducing credit risks relating to these lease financing arrangements and extended payment terms.

~~General Increase in Risks~~

Capital markets and worldwide economies have been significantly impacted by the COVID-19 pandemic, and it is possible that it could cause a prolonged recession in local and/or global economies. Such an economic recession could have a material adverse effect on our ~~long-term business~~business.

Supply chain constraints continued to show improvement as ~~hospitals curtail~~2023 progressed, relative to 2022, based on fewer market constraints. Notably, supply of semiconductor materials rebounded, while certain residual stresses remain. Additionally, prices of such materials remain elevated due to either market demand or production-related cost inflation. With higher interest rates, access to credit may become more difficult and any insolvency of certain suppliers, including sole- and single-sourced suppliers, may have heightened continuity risks. We are actively engaged in activities to seek to mitigate the impact of any supply chain disruptions on our operations.

Global shortages in important components have resulted in, and will continue to cause, inflationary cost pressure in our supply chain. To date, these supply chain challenges have not materially impacted our results of operations or ability to deliver products and services to our customers. However, supply constraints with certain materials, which may be unavoidable, could delay the timing of finished product deliveries, which could result in deferred or canceled procedures. Additionally, if inflationary pressures in component costs persist, we may not be able to quickly or easily adjust pricing, reduce ~~capital~~costs, or implement countermeasures. Also, there is continued uncertainty surrounding the impact of any monetary policy changes taken by the U.S. Federal Reserve and ~~overall spending. The COVID-19 pandemic~~other central banks to address the structural risks associated with inflation.

Fluctuations in labor availability globally, including labor shortages and ~~local actions, such as “shelter-in-place” orders~~staff burnout and ~~restrictions on~~attrition, could also impact our ability to ~~travel~~hire and ~~access~~retain personnel critical to our ~~customers or temporary closures~~manufacturing, logistics, and commercial operations. We are also highly dependent on the principal members of our ~~facilities, including our manufacturing operations, or the facilities~~management and scientific staff. The loss of critical members of our ~~suppliers~~team, or our inability to attract and ~~their contract manufacturers,~~retain qualified personnel, could ~~further~~ significantly ~~impact~~harm our ~~sales~~operations, business, and ~~our~~ ability to ~~produce~~compete.

A number of hospitals continue to experience challenges with staffing and ~~ship~~cost pressures that could affect their ability to provide patient care; however, the staffing challenges have shown signs of improvement during the second half of 2023, relative to the first half of 2023 and to the prior year. Additionally, hospitals are facing significant financial pressure as supply chain constraints and inflation drive up operating costs, higher interest rates make access to credit more expensive, unrealized losses decrease available cash reserves, and fiscal stimulus programs enacted during the COVID-19 pandemic wind down. Hospitals may also be adversely affected by the liquidity concerns in the broader financial services industry that could result in delayed access or loss of access to uninsured deposits or loss of their ability to draw on existing credit facilities involving a troubled or failed financial institution. As a consequence of the financial pressures and decreased profitability, some hospitals have indicated that they are lowering their capital investment plans and tightening their operational budgets. We believe that these factors have contributed to a softening in our ~~products~~U.S. capital pipeline, and ~~supply our customers.~~we expect that demand for capital, particularly in the U.S., will continue to be impacted while macroeconomic conditions remain challenging. In addition, as overall competition for medical technologies, including robotic-assisted devices and treatment options, progresses in various markets, we will likely experience longer selling cycles and pricing pressures. Any or all of these ~~events~~factors could negatively impact the number of da

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Vinci procedures performed or the number of system placements and have a material adverse effect on our business, financial condition, or results of operations resulting in the failure to achieve our anticipated financial results.

We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits exceed insured limits. Market conditions could impact the viability of these institutions. To date, these market conditions and liquidity concerns have not impacted our results of operations. However, in the event of the failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or ~~cash flows.~~at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.

~~Our Response~~COVID-19 Pandemic

~~Our priorities~~In 2021, resurgences of the outbreak of a novel strain of coronavirus (COVID-19) affected da Vinci procedure volumes at various times throughout the year in most of the markets that we operate in. After each resurgence, as COVID-19 cases and ~~actions~~hospitalizations subsided, we saw procedure volumes recover. In the U.S., the impact of high COVID-related hospitalization rates on procedure volumes was exacerbated by staffing shortages. Although hospitals were better equipped to handle COVID patients as compared to the outset of the pandemic, COVID-19 resurgences challenged hospital resources and negatively impacted da Vinci procedure volumes. In addition, delays in diagnosis and treatment of underlying conditions had a negative impact on da Vinci procedure volumes. Volumes associated with benign procedures were generally impacted to a higher degree when COVID-19 cases and hospitalizations increased, reflecting the deferability of certain elective surgeries.

In early 2022, a resurgence of COVID-19 resulted in a significant increase in infections and hospitalization rates in the U.S. and certain countries in Europe, which, in turn, negatively impacted procedure volumes in January and February. As infections and hospitalizations started to decrease in February in the U.S. and Europe, we saw a recovery of procedure volumes. In March and during the second quarter of 2022, we also saw a resurgence in COVID-19 ~~pandemic are~~cases and increased hospitalizations and government interventions impacting parts of Asia, particularly China, which negatively impacted procedure volumes. During the third quarter of 2022, we did not experience significant disruptions from COVID-19. In the fourth quarter of 2022, we saw a resurgence in COVID-19 cases in China, which had a significant negative impact on our procedure volumes in the region.

In 2023, COVID-19 resurgences in China continued to negatively impact our procedure volumes in January. However, in February and March, as ~~follows. First,~~infections and hospitalization started to decrease, we ~~are focused~~saw a recovery of procedure volumes. During the remainder of 2023, we did not experience significant disruptions from COVID-19.

We expect the depth and extent to which COVID-19 impacts individual markets to vary based on the ~~health~~availability of vaccinations, personal protective equipment, intensive care units and ~~safety~~operating rooms, and medical staff, as well as other government interventions. Additionally, COVID-19 has, and may continue to, contribute to hospital staffing shortages, which impacts hospitals’ ability to provide patient care and, in some cases, results in the deferral of ~~all those~~elective surgeries. When COVID-19 infection rates have spiked in a particular region in the past, procedure volumes were often negatively impacted and the diagnoses of new conditions and their related treatments were sometimes deferred. While we ~~serve –~~believe that there has been a backlog of patients ~~customers, our communities,~~that remains to be treated, and ~~our employees – implementing continuous updates~~that such a backlog has positively contributed to ~~our health~~2023 procedure volumes, it is difficult to determine if and ~~safety policies~~when any remaining backlog of patients will ultimately seek diagnosis and ~~processes. Second, we are supporting our customers according to their priorities – clinical, operational,~~treatment and economic – and ensuring continuity of supply by working with our suppliers and our distributors. Third, we are securing our workforce economically. We have built a valuable team over the years, and we believewhether they will be ~~important in the recovery that follows the pandemic. Finally, we will continue to invest in our priority development programs while eliminating avoidable spend.~~treated through surgery.

Business Model

Overview

We generate revenue from the ~~placements~~placement of da Vinci ~~Surgical Systems,~~surgical systems, in sales or sales-type lease arrangements where revenue is recognized up-front or in fixed-payment or usage-based operating lease ~~transactions and usage-based models~~arrangements where revenue is recognized over time. We earn recurring revenue from the sales of instruments, accessories, and services, as well as ~~the~~ revenue from operating leases. The da Vinci ~~Surgical System~~surgical system generally sells for between ~~$0.5~~$0.7 million and $2.5 million, depending ~~upon~~on the model, configuration, and geography, and represents a significant capital equipment investment for our customers when purchased. Our instruments and accessories have limited lives and will either expire or wear out as they are used in surgery, at which point they need to be replaced. We generally earn between ~~$600~~$700 and ~~$3,500~~$3,600 of instruments and accessories revenue per surgical procedure performed, depending on the type and complexity of the specific procedures performed and the number and type of instruments used. During the fourth quarter of 2020, we launched our Extended Use Program (refer to further discussion immediately below) with the intention to reduce the cost for customers to treat patients, which in turn will reduce our overall instruments and

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~~accessories revenue per procedure.~~ We typically enter into service contracts at the time systems are sold or leased at an annual fee between $80,000 and ~~$190,000,~~$200,000, depending ~~upon~~on the configuration of the underlying system and the composition of the services offered under the contract. Our system sale arrangements generally include a five-year period of service, with the first year of service provided for free. These service contracts have generally been renewed at the end of the initial contractual service periods.

We generate revenue from ~~the placements of the~~our Ion endoluminal system in a business model consistent with the da Vinci ~~Surgical System~~surgical system model described above. We generate revenue from the placement of Ion systems, ~~and we~~in sales or sales-type lease arrangements where revenue is recognized up-front or in fixed-payment or usage-based operating lease arrangements where revenue is

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recognized over time. We earn recurring revenue from the sales of instruments, accessories, and ~~accessories used in biopsies and ongoing system service.~~services, as well as revenue from operating leases. The ~~average selling price of an~~ Ion system is generally ~~significantly lower than the average selling price of our da Vinci Surgical Systems. We are introducing the Ion system in the U.S. in a measured fashion. For the years ended December 31, 2020,~~sells for between $500,000 and ~~2019, the associated impact to revenue and gross margin was not significant.~~

~~Extended Use Program~~

In 2020, we introduced our "Extended Use Program," which consists of select da Vinci Xi and da Vinci X instruments possessing 12 to 18 uses ("Extended Use Instruments") compared to the current 10 use instruments. These Extended Use Instruments represent some of our higher volume instruments but exclude stapling, monopolar, and advanced energy instruments. Instruments included in the program are used across a number of da Vinci surgeries. Their increased uses are the result of continuous, significant investments in the design and production capabilities of our instruments, resulting in improved quality and durability. Extended Use Instruments have been introduced in the U.S. in October 2020 and in Europe in November 2020. They will be introduced at various times throughout 2021 and 2022 in other geographies, depending on regulatory processes. In addition, simultaneous with the regional launches of Extended Use Instruments, we will lower the price of certain instruments that are most commonly used in lower acuity procedures and/or lower reimbursed procedures within the region. These actions will reduce the cost for customers to treat patients, which in turn will reduce our revenue per procedure. Based on 2019 volume and mix of procedures, our Extended Use Program and the reduced pricing on certain other instruments would have reduced 2019 annual$650,000. Our instruments and accessories have limited lives and will either expire or wear out as they are used in procedures, at which point they need to be replaced. We typically enter into service contracts at the time systems are sold or leased at an annual fee between $55,000 and $65,000.

Additionally, as part of our ecosystem of products and services, we provide a portfolio of learning offerings and digital solutions. We do not currently generate material revenue ~~by approximately $150 to $170 million. The impact of~~from these ~~actions on future revenue will be dependent on the future volume and mix of procedures and whether cost elasticity will enable greater penetration into available markets.~~offerings.

Recurring Revenue

Recurring revenue consists of instruments and accessories revenue, service revenue, and operating lease revenue. Recurring revenue increased to ~~$3.4~~$5.94 billion, or ~~77%~~83% of total revenue in ~~2020,~~2023, compared to ~~$3.2~~$4.92 billion, or ~~72%~~79% of total revenue in ~~2019,~~2022, and ~~$2.6~~$4.29 billion, or ~~71%~~75% of total revenue in ~~2018.~~2021.

Instruments and accessories revenue has grown at a faster rate than systems revenue over time. Instruments and accessories revenue increased to ~~$2.46~~$4.28 billion in ~~2020,~~2023, compared to ~~$2.41~~$3.52 billion in ~~2019~~2022 and ~~$1.96~~$3.10 billion in ~~2018.~~2021. The ~~growth of~~increase in instruments and accessories revenue largely reflects continued procedure adoption.

Service revenue was ~~$724 million~~$1.17 billion in ~~2020,~~2023, compared to ~~$724 million~~$1.02 billion in ~~2019~~2022 and ~~$635 million~~$0.92 billion in ~~2018. Service~~2021. The increase in service revenue ~~remained unchanged,~~was primarily driven by the growth of the base of installed da Vinci ~~Surgical Systems, offset by the effects of the Customer Relief Program.~~surgical systems producing service revenue. The installed base of da Vinci ~~Surgical Systems~~surgical systems grew 7%14% to approximately ~~5,989 at~~8,606 as of December 31, ~~2020;~~2023; 12% to approximately ~~5,582 at~~7,544 as of December 31, ~~2019;~~2022; and ~~13%~~12% to approximately ~~4,986 at~~6,730 as of December 31, ~~2018.~~2021.

We use the installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems as metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Management believes that the installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems provide meaningful supplemental information regarding our performance, as management believes that the installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems are an indicator of the rate of adoption of our robotic-assisted ~~surgery~~medical procedures as well as an indicator of future recurring ~~revenue (particularly service revenue).~~revenue. Management believes that both it and investors benefit from referring to the installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems in assessing our performance and when planning, forecasting, and analyzing future periods. The installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems also facilitate management’s internal comparisons of our historical performance. We believe that the installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems are useful to investors as metrics because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and (2) they are used by institutional investors and the analyst community to help them analyze the performance of our business. The vast majority of ~~da Vinci Surgical Systems~~ installed systems are connected via the internet. System logs can also be accessed by field engineers for systems that are not connected to the internet. We utilize this information as well as other information from agreements and discussions with our customers that involve estimates and judgments, which are, by their nature, subject to substantial uncertainties and assumptions. Estimates and judgments for determining the installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems may be impacted over time by various factors, including system internet connectivity, hospital and distributor reporting behavior, and inherent complexities in new agreements. Such estimates and judgments are also susceptible to technical errors. In addition, the relationship between the installed base, number of ~~shipments,~~

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placements, and utilization of ~~da Vinci Surgical Systems~~systems and our revenues may fluctuate from period to period, and growth in the installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems may not correspond to an increase in revenue. The installed base, number of ~~shipments,~~placements, and utilization of ~~da Vinci Surgical Systems~~systems are not intended to be considered in isolation or as a substitute for, or superior to, revenue or other financial information prepared and presented in accordance with ~~GAAP.~~

~~The COVID-19 pandemic reduced the number of shipments of da Vinci Surgical Systems in 2020 as compared to the prior year. Based on the factors outlined in the~~ ~~COVID-19 Pandemic~~ ~~section above, historical system shipment trends may not be a good indicator of future system shipments.~~U.S. generally accepted accounting principles (“GAAP”).

Intuitive System Leasing

Since 2013, we have entered into sales-type and fixed-payment operating lease arrangements directly with certain qualified customers as a way to offer customers flexibility in how they acquire systems and expand their robotic-assisted programs while leveraging our balance sheet. These leases generally have commercially competitive terms as compared ~~with~~to other third-party entities that offer equipment leasing. We have also entered into usage-based operating lease arrangements with ~~larger~~qualified customers that have committed da Vinci programs where we charge for the system and service as the systems are utilized. We include operating and sales-type leases, and systems placed under usage-based arrangements, in our system shipment and installed base disclosures. We exclude operating lease-related revenue, usage-based revenue, and Ion system revenue from our da Vinci Surgical System average selling price (“ASP”) computations.

In the years ended December 31, 2020, 2019, and 2018, we shipped 432, 425, and 272 da Vinci Surgical Systems, respectively, under lease and usage-based arrangements, of which 317, 384, and 229 systems, respectively, were operating lease and usage-based arrangements. Revenue from operating lease arrangements is generally recognized on a straight-line basis over the lease term. More recently, we have entered into usage-based arrangements with certain large customers whereby system and service revenue is recognized as the systems are used. We set operating lease and usage-based pricing at a modest premium relative to purchased systems reflecting the time value of money and, in the case of usage-based arrangements, the risk that system utilization may fall short of anticipated levels. The proportion of revenue recognized from usage-based arrangements has not been significant and has been included in our operating lease metrics herein. Operating lease revenue has grown at a faster rate than overall systems revenue and was $177 million, $107 million, and $51 million for the years ended December 31, 2020, 2019, and 2018, respectively. Generally, lease transactions generate similar gross margins as our sale transactions. As of December 31, 2020, a total of 901 da Vinci Surgical Systems were installed at customers under operating lease or usage-based arrangements.

~~Our system leasing and usage-based models provide customers with flexibility regarding how they acquire or obtain access to our systems.~~ We believe that these alternative financing structures have been effective and well-received, and we are willing to expand the proportion of these structures based on customer demand. We include systems placed under fixed-payment and usage-based operating lease arrangements, as well as sales-type lease arrangements, in our system placement and installed base disclosures. We exclude operating lease-related revenue, including usage-based revenue, and Ion system revenue from our da Vinci surgical system average selling price (“ASP”) computations.

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The following table summarizes our system placements under leasing arrangements for the years ended December 31, 2023, 2022, and 2021:


	Year Ended December 31,
	2023		2022		2021
Da Vinci System Placements Under Leasing Arrangements
Fixed-payment operating lease arrangements	304		276		333
Usage-based operating lease arrangements	355		216		184
Total da Vinci system placements under operating lease arrangements	659		492		517
% of Total da Vinci system placements	48	%	39	%	38	%
Sales-type lease arrangements	45		99		151
Total da Vinci system placements under leasing arrangements	704		591		668

Ion System Placements Under Leasing Arrangements
Fixed-payment operating lease arrangements	63		61		43
Usage-based operating lease arrangements	54		40		7
Total Ion system placements under operating lease arrangements	117		101		50
% of Total Ion system placements	55	%	53	%	54	%
Sales-type lease arrangements	5		11		7
Total Ion system placements under leasing arrangements	122		112		57

Revenue from fixed-payment operating lease arrangements is recognized on a straight-line basis over the lease term, and revenue from usage-based operating lease arrangements is recognized as the systems are used. We generally set fixed-payment and usage-based operating lease arrangements’ pricing at a modest premium relative to purchased systems reflecting the time value of money and, in the case of usage-based operating lease arrangements, the risk that system utilization may fall short of anticipated levels. Variable lease revenue recognized from usage-based operating lease arrangements has been included in our operating lease metrics herein. Operating lease revenue has grown at a faster rate than overall systems revenue and was $501 million, $377 million, and $277 million for the years ended December 31, 2023, 2022, and 2021, respectively, of which $217 million, $133 million, and $78 million, respectively, was variable lease revenue related to our usage-based operating lease arrangements. As revenue for ~~operating leases~~fixed-payment and usage-based ~~systems~~operating lease arrangements is recognized over time, total systems revenue growth is reduced in a period when the number of operating lease ~~and usage-based~~ placements increases as a proportion of total system placements. Generally, lease transactions generate similar gross margins as our sale transactions.

The following table summarizes our systems installed at customers under operating leasing arrangements for the years ended December 31, 2023, 2022, and 2021:


	Year Ended December 31,
	2023	2022	2021
Da Vinci System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements	1,204	1,018	841
Usage-based operating lease arrangements	1,023	665	453
Total da Vinci system installed base under operating lease arrangements	2,227	1,683	1,294



Ion System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements	96	72	50
Usage-based operating lease arrangements	118	60	11
Total Ion system installed base under operating lease arrangements	214	132	61

Our exposure to the credit risks relating to our lease financing arrangements may increase if our customers are adversely affected by economic pressures or uncertainty, changes in healthcare laws, coverage and reimbursement, ~~economic pressures or uncertainty,~~ or other customer-specific factors. ~~In addition, as~~As a result of these macroeconomic factors impacting our customers, ~~divert significant resources to the treatment of or the preparation to treat patients with COVID-19,~~ we may be exposed to defaults under our lease financing arrangements. Moreover, usage-based operating lease arrangements generally contain no minimum payments; therefore, customers may exit such arrangements without paying a financial penalty to us. ~~As a result~~

Table of ~~the COVID-19 pandemic, we anticipate that some customers will exit such arrangements or seek to amend the terms of our operating lease and usage-based arrangements with them.~~Contents

For some operating lease arrangements, our customers are provided with the right to purchase the leased system at certain points during and/or at the end of the lease term. Revenue generated from customer purchases of systems under operating lease arrangements (“Lease Buyouts”) was ~~$52.2~~$74 million, ~~$92.8~~$72 million, and ~~$48.8~~$96 million for the years ended December 31, ~~2020, 2019,~~2023, 2022, and ~~2018,~~2021, respectively. We expect that revenue recognized from customer exercises of ~~the~~ buyout options will fluctuate based on the timing of when, and if, customers choose to exercise their buyout options.

Systems Revenue

System placements are driven by procedure growth in most markets. In some markets, system placements are constrained by regulation. In geographies where da Vinci procedure adoption is in an early stage or system placements are constrained by regulation, system sales will precede procedure growth. System placements also vary due to seasonality largely aligned with hospital budgeting cycles. WeOn an annual basis, we typically place a higher proportion of ~~annual system placements~~systems in the fourth quarter and a lower proportion in the first quarter as customer budgets are reset. Systems revenue is also affected by the proportion of system placements under operating lease arrangements, recurring fixed-payment and usage-based ~~arrangements, recurring~~ operating lease ~~and usage-based~~ revenue, ~~operating lease buyouts,~~Lease Buyouts, product mix, ASPs, trade-in activities, customer mix, and ~~customer mix.~~specified-price trade-in rights. We generally do not provide specified-price trade-in rights or upgrade rights at the time of a system purchase. However, we expect that the number of arrangements that may contain these specified-price trade-in rights will increase when we launch our fifth-generation multi-port platform, da Vinci 5. Systems revenue remained flat at $1.68 billion in 2023. Systems revenue declined ~~12%~~1% to ~~$1.18~~$1.68 billion in ~~2020.~~2022. Systems revenue grew ~~19%~~44% to ~~$1.35~~$1.69 billion in ~~2019 and 21% to $1.13 billion in 2018. Based on the factors outlined in the~~ 2021.~~COVID-19 Pandemic~~ ~~section above, the ability to forecast~~

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~~future system shipments has been significantly disrupted and, therefore, we believe that historical system shipment trends may not be a good indicator of future system shipments.~~

Procedure Mix / Products

Our da Vinci ~~Surgical Systems~~surgical systems are generally used for soft tissue surgery for areas of the body between the pelvis and the neck, primarily in general, ~~surgery,~~ gynecologic, ~~surgery,~~ urologic, ~~surgery,~~ cardiothoracic, ~~surgery,~~ and head and neck ~~surgery.~~surgeries. Within these categories, procedures range in complexity from cancer and other highly complex procedures to less complex procedures for benign conditions. Cancer and other highly complex procedures tend to be reimbursed at higher rates than less complex procedures for benign conditions. Thus, hospitals are more sensitive to the costs associated with treating less complex, benign conditions. Our strategy is to provide hospitals with attractive clinical and ~~economic~~economical solutions across the spectrum of procedure complexity. Our fully featured da Vinci Xi ~~Surgical System~~surgical system with advanced instruments (including da Vinci Energy and EndoWrist and SureForm Stapler products) and our Integrated Table Motion product targets the more complex procedure segment. Our da Vinci X ~~Surgical System~~surgical system is targeted ~~towards price sensitive~~toward price-sensitive markets and procedures. Our da Vinci SP ~~Surgical System~~surgical system complements the da Vinci Xi and X ~~Surgical Systems~~surgical systems by enabling surgeons to access narrow workspaces.

Procedure Seasonality

More than half of the da Vinci procedures performed are for benign conditions, most notably hernia repairs, hysterectomies, and cholecystectomies. These benign procedures and other short-term elective procedures tend to be more seasonal than cancer operations and surgeries for other life-threatening conditions. Seasonality in the U.S. for procedures for benign conditions typically results in higher fourth quarter procedure volume when more patients have met annual deductibles and lower first quarter procedure volume when deductibles are reset. Seasonality outside of the U.S. varies and is more pronounced around local holidays and vacation ~~periods.~~periods, which have lower procedure volume. As a result of the factors outlined in the COVID-19 Pandemic section above, including ~~the~~past and potentially future recommendations of authorities to defer elective procedures, historical procedure patterns may be disrupted.

Distribution Channels

We provide our products through direct sales organizations in the U.S., Europe (excluding Italy, Spain, Portugal, ~~Italy,~~ Greece, and ~~most~~ Eastern European countries), China (through our Intuitive-Fosun Pharma Joint Venture), Japan, South Korea, India, Taiwan, and ~~Taiwan. In 2018, we began direct operations in India and Taiwan. In January 2019, our Intuitive-Fosun joint venture began direct sales for da Vinci products and services in China.~~Canada. In the remainder of our OUS markets, we provide our products through distributors.

Regulatory Activities

Overview

Our products must meet the requirements of a large and growing body of international standards that govern the product safety, efficacy, advertising, labeling, safety reporting design, manufacture, materials content and sourcing, testing, certification, packaging, installation, use, and disposal of our products. Examples of such standards include electrical safety standards, such as those of the International Electrotechnical Commission, and composition standards, such as the Reduction of Hazardous Substances and the Waste Electrical and Electronic Equipment ~~Directives.~~Directives in the EU. Failure to meet these standards could limit our ability to market our products in those regions that require compliance towith such standards.

Our products and operations are also subject to increasingly stringent medical device, privacy, and other regulations by regional, federal, state, and local authorities. After a device is placed on the market, numerous FDA and comparable foreign regulatory requirements continue to apply. These requirements include establishment registration and device listing with the

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FDA or other foreign regulatory authorities and compliance with medical device reporting regulations, which require that manufacturers report to the FDA or other foreign regulatory authorities if their device caused or contributed, or may have caused or contributed, to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.

We anticipate that timelines for the introduction of new products and/or indications may be extended relative to past experience as a result of these regulations. For example, we have seen elongated regulatory approval timelines in the U.S. and ~~the EU.~~Europe.

Clearances, Approvals, and ~~Approvals~~Certifications

We have generally obtained the regulatory clearances, approvals, and certifications required to market our products associated with our da Vinci ~~Surgical Multiport Systems (Standard, S,~~multi-port surgical systems (S, Si, Xi, and X systems) for our targeted surgical specialties within the U.S., South Korea, Japan, and the European markets in which we operate. Since ~~2018,~~2021, we have obtained regulatory clearances, approvals, and certifications for the following products:

•In January 2024, we obtained the European certification in accordance with 2017/745 EU MDR (Medical Devices Regulation) for our da Vinci SP surgical system for use in endoscopic abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, and breast surgical procedures. We plan to commercialize the da Vinci SP surgical system in select major European countries throughout 2024 as part of a measured rollout strategy. In September 2022, we obtained regulatory clearance for our da Vinci SP surgical system in Japan for use in general surgeries, thoracic surgeries (excluding cardiac procedures and intercostal approaches), urologic surgeries, gynecologic surgeries, and transoral head and neck surgeries.

•In September 2023, we received regulatory clearance in South Korea for our Ion endoluminal system. We expect the introduction of the Ion system in South Korea to follow the refinement of our training pathways in the region and the gathering of local clinical and economic data. In March 2023, we obtained the European certification in accordance with 2017/745 EU MDR (Medical Devices Regulation) for our Ion endoluminal system. In Europe, we plan to initially focus on the United Kingdom (“UK”) market and on the collection of clinical data in support of our European reimbursement strategy. Our Ion system previously received FDA clearance in the U.S. in 2019.

•Following approval in June 2023 by China’s National Medical Products Administration (“NMPA”) for a local version of our da Vinci Xi surgical system, in August 2023, our Intuitive-Fosun Pharma Joint Venture received a manufacturing license that permits the Joint Venture to manufacture our da Vinci Xi surgical system for sale to customers in China.

•In July 2023, we received regulatory clearance for our E-200 generator in Japan and South Korea. In November ~~2019,~~2022, we obtained FDA clearance for our ~~SynchroSeal instrument~~E-200 generator. The E-200 generator can be used in da Vinci robotic procedures, as well as non-robotic open and laparoscopic procedures, to deliver high-frequency energy for cutting, coagulation, and vessel sealing of tissues. The E-200 generator includes the same advanced energy capability as the E-100 ~~generator. Following~~generator and supports the same vessel sealing instruments.

•In April 2023, we obtained FDA clearance for the use of our da Vinci SP surgical system in ~~February 2020, we received CE mark~~simple prostatectomy procedures. We also obtained FDA clearance for ~~both products.~~ the use of our da Vinci SP surgical system in transvesical approaches to simple and radical prostatectomy.

•In ~~March 2020,~~October 2022, we received regulatory clearance in Japan to market ~~both~~ our ~~SynchroSeal instrument~~8 mm SureForm 30 Curved-Tip and ~~E-100 generator.~~Straight-Tip Stapler instruments and reloads for use in general, thoracic (except for cardiac), gynecologic, and urologic surgery. In ~~August 2020, we received regulatory clearance in South Korea to market our E-100 generator.~~

•~~In July 2019,~~December 2021, we obtained FDA clearance for our 8 mm SureForm 4530 Curved-Tip Stapler and reloads for use in general, thoracic, gynecologic, urologic, and pediatric surgery. We completed initial evaluations of the 8 mm SureForm 30 stapler with certain customers in the U.S. in 2022. After the initial feedback, we are completing design changes and ~~SureForm 45 Gray reload, which round out our SureForm 45 portfolio. We have also received CE mark clearance for our SureForm 45 Curved-Tip stapler and SureForm 45 Gray reload.~~are targeting another submission in 2024.

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•In ~~June 2019,~~March 2022, we received ~~CE mark~~regulatory clearance ~~for our da Vinci Endoscope Plus for the da Vinci Xi and da Vinci X Surgical Systems~~ in ~~Europe. Following the CE mark, in July 2019, we obtained FDA clearance for~~China to market our da Vinci Endoscope Plus. We have also received regulatory clearances in South Korea and Japan to market our da Vinci Endoscope Plus in December 2019 and May 2020, respectively.

•In June 2019, we obtained European certification for our da Vinci Endoscope Plus for the da Vinci Xi and da Vinci X surgical systems. Following the European certification, in July 2019, we obtained FDA clearance for our da Vinci ~~Handheld Camera and, in February 2020, we received CE mark clearance.~~Endoscope Plus.

•In February 2022, we received regulatory clearance in China to market both our 12 mm SureForm 45 Stapler and SureForm 60 Stapler and corresponding reloads.

•In January 2022, we received regulatory clearance in China to market our da Vinci Vessel Sealer Extend with up to 7 mm vascular indications.

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•In June 2021 and July 2021, we received regulatory clearance in South Korea to market our SureForm 45 Curved-Tip Stapler and SureForm 45 Gray reload, respectively. In September 2019, we received regulatory clearance in Japan to market both our SureForm 45 Curved-Tip Stapler and SureForm 45 Gray reload. In February 2019, we obtained European certification for our SureForm 45 Curved-Tip Stapler and SureForm 45 Gray reload and, in July 2019, we obtained FDA clearance for our ~~Ion endoluminal system,~~SureForm 45 Curved-Tip Stapler and SureForm 45 Gray reload, which round out our new flexible, robotic-assisted, catheter-based platform, designed to navigate through very small lung airways to reach peripheral nodules for biopsies. We are introducing the Ion endoluminal system in a measured fashion while we optimize training pathways and our supply chain and collect additional clinical data. We have placed 36 Ion systems for commercial use as of December 31, 2020.SureForm 45 portfolio.

•In ~~February 2019,~~late 2020 and early 2021, we obtained FDA clearance, ~~for our Iris augmented reality product. Iris is a service that delivers a 3D image of the patient anatomy (initially targeting kidneys) to aid surgeons~~European certification, and other regulatory clearances in ~~both pre- and intra-operative settings. We are currently conducting a pilot study~~most of our ~~Iris product~~significant markets to market our Extended Use Instruments.

Refer to the descriptions of our new products that received regulatory clearances, approvals, or certifications in 2023, 2022, and ~~service~~2021 in the ~~field at a small group of U.S. hospitals to gain initial product experience and insights.~~Recent Product Introductions section below.

•In December 2018, we received product registration for our da Vinci Xi Surgical System in China. The registration approval does not include advanced energy or stapling products that attach to the da Vinci Xi system. Separate product registrations are required for each of these products by China National Medical Products Administration (“NMPA”).

•~~In October 2018,~~June 2023, the China National Health Commission published ~~on its official website~~ the 14th five-year plan quota for major medical equipment to be ~~imported and~~ sold in China ~~through 2020. After an adjustment notice was published in~~on its official website. Under the ~~third quarter of 2020,~~2023 Quota, the government will ~~now~~ allow for the ~~total~~ sale of ~~225~~559 new surgical robots into China, which could include da Vinci ~~Surgical Systems~~surgical systems as well as surgical systems introduced by others. As of December 31, ~~2020,~~2023, including systems that were sold in prior quarters, we have ~~sold 111~~placed 76 da Vinci ~~Surgical Systems~~surgical systems under ~~this quota.~~the 2023 Quota. Future sales of da Vinci ~~Surgical Systems~~surgical systems under ~~the quota~~this and any previously published open quotas are uncertain, as they are open to other medical device companies that have introduced robotic-assisted surgical systems and are dependent on hospitals completing a tender process and receiving associated approvals. Also, our ability to track the number of systems that could be sold under these quotas in the future will be limited by provincial and national agencies making such information publicly available.

•~~In May 2018~~Since 2022, several provinces, including the Hunan Provincial Healthcare Security Administration, have implemented significant limits on what hospitals can charge patients for surgeries using robotic surgical technology, including soft tissue surgery and ~~July 2018,~~orthopedics. These limits have significantly impacted the number of procedures performed and have impacted our instruments and accessories revenue in those provinces. As of the date of this report, these limits have not had a material impact on our business, financial condition, or results of operations, as only a small portion of our installed base in China is currently located in the impacted provinces. Companies providing robotic surgical technology, including our Joint Venture in China, have been meeting with Chinese government healthcare agencies to discuss these developments and to provide feedback. We cannot assure you that additional provincial or national healthcare agencies and administrations will not impose similar limits, and we ~~received CE mark clearance and FDA clearance, respectively,~~expect to market SureForm 60, our first 60mm stapler that completes our product offering of 30, 45, and 60mm lengths. In January 2019 and February 2019, we obtained FDA clearance and CE mark clearance, respectively, to market SureForm 45. We have also received regulatory clearance in South Korea and Japan to market both SureForm 60 and SureForm 45.

•In May 2018, we obtained FDA clearance for the da Vinci SP Surgical System for urologic surgical procedures that are appropriate for a single port approach. In March 2019, we obtained FDA clearance for the da Vinci SP Surgical System for certain transoral procedures. We also received regulatory clearance for the da Vinci SP Surgical System in South Korea in May 2018. We continue to ~~introduce~~face increased pricing pressure, both of which could further impact the ~~da Vinci SP Surgical System in a measured fashion while we optimize training pathways~~number of procedures performed and our ~~supply chain. We have an installed base of 69 da Vinci SP Surgical Systems as of December 31, 2020.~~

•~~In September 2017~~instruments and ~~April 2018, we obtained CE mark clearance and FDA clearance, respectively, for our da Vinci Vessel Sealer Extend.~~

~~Refer to the descriptions of our products that received regulatory clearances~~accessories revenue in ~~2020, 2019, and 2018 in the New Product Introductions section below.~~China.

The Japanese Ministry of Health, Labor, and Welfare ~~(“MHLW”)~~ considers reimbursement for procedures in April of even-numbered years. The process for obtaining reimbursement requires Japanese university hospitals and surgical societies, with our support, to seek reimbursement. There are multiple pathways to obtain reimbursement for procedures, including those that require in-country clinical ~~data/~~and economic data. In April 2012 and April 2016, the MHLW granted reimbursement status for ~~dVP~~prostatectomy and partial nephrectomy, respectively. Most prostatectomies and partial nephrectomies were open procedures prior to da Vinci reimbursement. Da Vinci procedure reimbursement for ~~dVP~~prostatectomy and partial nephrectomy procedures are higher than open and conventional laparoscopic procedure reimbursements. An additional 12 da Vinci procedures were granted reimbursement ~~effective~~in April, 1, 2018, including gastrectomy, low anterior resection, lobectomy, and hysterectomy, for both malignant and benign ~~conditions. An~~conditions, and an additional 7seven da Vinci procedures were granted reimbursement ~~effective~~in April, 1, 2020. ~~These~~An additional 19eight da Vinci procedures were granted reimbursement in April, 2022, including colon resection. In addition, we received higher reimbursement for da Vinci gastrectomy procedures, as compared to open and conventional laparoscopic procedure reimbursements. The additional reimbursed procedures have varying levels of conventional laparoscopic penetration and will generally be reimbursed at rates equal to the conventional laparoscopic procedures. Given the reimbursement level and laparoscopic penetration for these 19additional procedures, there can be no assurance that the adoption pace for these procedures will be similar to ~~dVP~~prostatectomy or partial nephrectomy, given their higher reimbursement, or any other da Vinci procedure.

Recalls and Corrections

Medical device companies have regulatory obligations to correct or remove medical devices in the field that could pose a risk to health. The definition of “recalls and corrections” is expansive and includes repair, replacement, inspections, relabeling, and issuance of new or additional instructions for use or reinforcement of existing instructions for use and training when such

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actions are taken for specific reasons of safety or compliance. These field actions require stringent documentation, reporting, and monitoring worldwide. There are other actions that a medical device manufacturer may take in the field without reporting including, but not limited to, routine servicing and stock rotations.

As we determine whether a field action is reportable in any regulatory jurisdiction, we prepare and submit notifications to the appropriate regulatory agency for the particular jurisdiction. Regulators can require the expansion, reclassification, or change in scope and language of the field action. In general, upon submitting required notifications to regulators regarding a field action that is a recall or correction, we will notify customers regarding the field action, provide any additional

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documentation required in their national language, and arrange, as required, the return or replacement of the affected product or a field service visit to perform the correction.

Field actions, as well as certain outcomes from regulatory activities, can result in adverse effects on our business, including damage to our reputation, delays by customers of purchase decisions, reduction or stoppage of the use of installed systems, and reduced revenue as well as increased expenses.

Procedures

We model patient value as equal to procedure efficacy / invasiveness. In this equation, procedure efficacy is defined as a measure of the success of the ~~surgery~~procedure in resolving the underlying disease, and invasiveness is defined as a measure of patient pain and disruption of regular activities. When the patient value of a ~~da Vinci~~robotic-assisted procedure is greater than that of alternative treatment options, patients may benefit from seeking out surgeons or physicians and hospitals that offer ~~da Vinci Surgery,~~robotic-assisted medical procedures, which could potentially result in a local market share shift. Adoption of ~~da Vinci~~robotic-assisted procedures occurs ~~procedure~~ by procedure and ~~market~~ by market and is driven by the relative patient value and total treatment costs of ~~da Vinci~~robotic-assisted procedures as compared to alternative treatment options for the same disease state or condition.

We use the number and type of ~~da Vinci~~ procedures as metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Management believes that the number and type of ~~da Vinci~~ procedures provide meaningful supplemental information regarding our performance, as management believes procedure volume is an indicator of the rate of adoption of our robotic-assisted ~~surgery~~medical procedures as well as an indicator of future revenue (including revenue from usage-based operating lease arrangements). Management believes that both it and investors benefit from referring to the number and type of ~~da Vinci~~ procedures in assessing our performance and when planning, forecasting, and analyzing future periods. The number and type of ~~da Vinci~~ procedures also facilitate management’s internal comparisons of our historical performance. We believe that the number and type of ~~da Vinci~~ procedures are useful to investors as metrics, because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and (2) they are used by institutional investors and the analyst community to help them analyze the performance of our business. The vast majority of ~~da Vinci Surgical Systems~~our installed systems are connected via the internet. System logs can also be accessed by field engineers for systems that are not connected to the internet. We utilize certain methods that rely on information collected from the installed systems ~~installed~~ for determining the number and type of ~~da Vinci~~ procedures performed that involve estimates and judgments, which are, by their nature, subject to substantial uncertainties and assumptions. Estimates and judgments for determining the number and type of ~~da Vinci~~ procedures may be impacted over time by various factors, including changes in treatment modalities, hospital and distributor reporting behavior, and system internet connectivity. Such estimates and judgments are also susceptible to algorithmic or other technical errors. In addition, the relationship between the number and type of ~~da Vinci~~ procedures and our revenues may fluctuate from period to period, and ~~da Vinci~~ procedure volume growth may not correspond to an increase in revenue. The number and type of ~~da Vinci~~ procedures are not intended to be considered in isolation or as a substitute for, or superior to, revenue or other financial information prepared and presented in accordance with GAAP. ~~The COVID-19 pandemic reduced the number of da Vinci procedures performed by our customers in the first three quarters of 2020 as compared to our expectations. Based on the factors outlined in the~~ ~~COVID-19 Pandemic~~ section above, the ability to forecast future procedures based on historical procedure patterns has been disrupted. Therefore, we believe that historical procedure trends may not be a good indicator of future procedure volumes.

~~Worldwide Procedures~~

Our ~~da Vinci~~ systems and instruments are regulated independently in various countries and regions of the world. The discussion of indications for use and representative or target procedures is intended solely to provide an understanding of the market for ~~da Vinci~~our products and is not intended to promote for sale or use any Intuitive ~~Surgical~~ product outside of its licensed or cleared labeling and indications for use.

Da Vinci Procedures

The adoption of robotic-assisted surgery using the da Vinci ~~Surgical System~~surgical system has the potential to grow for those procedures that offer greater patient value than to non-da Vinci alternatives and competitive total economics for healthcare providers. Our da Vinci ~~Surgical Systems~~surgical systems are used primarily in general, ~~surgery,~~urologic, gynecologic, ~~surgery, urologic surgery,~~ cardiothoracic, ~~surgery,~~ and head and neck ~~surgery.~~surgeries. We focus our organization and investments on developing, marketing, and training products and services for procedures in which da Vinci can bring patient value relative to alternative treatment options and/or economic

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benefit to healthcare providers. Target procedures in general surgery include hernia repair (both ventral and inguinal), colorectal, cholecystectomy, and bariatric procedures. Target procedures ~~bariatrics,~~in urology include prostatectomy and ~~cholecystectomies.~~partial nephrectomy. Target procedures in gynecology include ~~da Vinci~~ hysterectomy ~~(“dVH”)~~ for both cancer and benign ~~conditions. Target procedures in urology include da Vinci prostatectomy (“dVP”)~~conditions and ~~da Vinci partial nephrectomy.~~sacrocolpopexy. In cardiothoracic surgery, target procedures include ~~da Vinci lobectomy.~~lung resection. In head and neck surgery, target procedures include ~~certain procedures resecting benign and malignant tumors classified as T1 and T2.~~transoral surgery. Not all ~~the~~ indications, procedures, or products described may be available in a given country or region or on all generations of da Vinci ~~Surgical Systems.~~surgical systems. Surgeons and their patients need to consult the product labeling in their specific country and for each product in order to determine the cleared uses, as well as important limitations, restrictions, or contraindications.

In ~~2020,~~2023, approximately ~~1,243,000~~2,286,000 surgical procedures were performed with da Vinci ~~Surgical Systems,~~surgical systems, compared to approximately ~~1,229,000~~1,875,000 and ~~1,038,000~~1,594,000 surgical procedures performed with da Vinci ~~Surgical Systems~~surgical systems in ~~2019~~2022 and ~~2018,~~2021, respectively. The ~~reduced growth~~increase in our overall procedure volume in ~~2020 reflects significant~~2023 was largely attributable to growth in U.S. general surgery, OUS urologic surgery, OUS general surgery (particularly cancer), and U.S. gynecologic surgery procedures. The overall

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procedure volumes in the comparative 2022 and 2021 years reflect the disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section ~~above, and was driven by growth in U.S. general surgery procedures and worldwide urology procedures.~~above.

U.S. da Vinci Procedures

Overall U.S. procedure volume with da Vinci ~~Surgical Systems~~surgical systems grew to approximately ~~876,000~~1,532,000 in ~~2020,~~2023, compared to approximately ~~883,000~~1,282,000 in ~~2019~~2022 and approximately ~~753,000~~1,109,000 in ~~2018.~~2021. General surgery was our largest and fastest growing U.S. specialty in ~~2020~~2023 with procedure volume that grew to approximately ~~434,000~~896,000 in ~~2020,~~2023, compared to approximately ~~421,000~~720,000 in ~~2019~~2022 and approximately ~~325,000~~588,000 in ~~2018.~~2021. Gynecology was our second largest U.S. surgical specialty in ~~2020~~2023 with procedure volume that ~~declined~~grew to approximately ~~267,000~~390,000 in ~~2020,~~2023, compared to approximately ~~282,000~~341,000 in ~~2019~~2022 and approximately ~~265,000~~316,000 in ~~2018.~~2021. Urology was our third largest U.S. surgical specialty in ~~2020~~2023 with procedure volume that ~~declined~~grew to approximately ~~134,000~~173,000 in ~~2020,~~2023, compared to approximately ~~138,000~~162,000 in ~~2019~~2022 and approximately ~~128,000~~153,000 in ~~2018.~~2021.

OUS da Vinci Procedures ~~Outside of the U.S.~~

Overall OUS procedure volume with da Vinci ~~Surgical Systems~~surgical systems grew to approximately ~~367,000~~754,000 in ~~2020,~~2023, compared to approximately ~~346,000~~593,000 in ~~2019~~2022 and approximately ~~285,000~~485,000 in ~~2018. Procedure growth~~2021. Urology was our largest OUS specialty in ~~most OUS markets was driven largely by urology~~2023 with procedure volume ~~which~~that grew to approximately ~~214,000~~381,000 in ~~2020,~~2023, compared to approximately ~~206,000~~316,000 in ~~2019~~2022 and approximately ~~175,000~~264,000 in ~~2018.~~2021. General surgery was our second largest and ~~thoracic~~fastest growing OUS specialty in 2023 with procedure volume that grew to approximately 188,000 in 2023, compared to approximately 133,000 in 2022 and approximately 101,000 in 2021. Gynecology was our third largest OUS specialty in 2023 with procedure volume that grew to approximately 110,000 in 2023, compared to approximately 86,000 in 2022 and approximately 70,000 in 2021.

Ion Procedures

The adoption of robotic-assisted bronchoscopy using the Ion endoluminal system has the potential to grow if it can offer greater patient value than non-Ion alternatives and competitive total economics for healthcare providers.

In 2023, approximately 54,000 biopsy procedures ~~also contributed~~were performed with Ion systems, compared to ~~OUS~~approximately 23,500 in 2022 and approximately 7,400 in 2021. The increase in our overall procedure ~~growth with higher growth rates than urology procedures.~~volume in 2023 reflects a larger installed base of approximately 534 systems, an increase of 66% compared to the installed base of approximately 321 systems as of 2022. Currently, the vast majority of Ion biopsy procedures are performed in the U.S.

Recent Business Events and Trends

Procedures

Overall. Total da Vinci procedures performed by our customers grew approximately 1%22% for the year ended December 31, ~~2020,~~2023, compared to approximately 18% for the year ended December 31, ~~2019. Total~~2022. The growth in the comparative 2022 procedure results partially reflected disruption caused by the COVID-19 pandemic in both the 2022 and comparative 2021 procedure results, as noted in the COVID-19 Pandemic section above. The 2023 procedure growth was largely attributable to growth in U.S. general surgery, OUS urologic surgery, OUS general surgery (particularly cancer), and U.S. gynecologic surgery procedures. Delays in both the diagnosis and treatments of diseases reflecting disruptions caused by COVID-19 have previously, and may continue to, adversely impact procedure volumes in periods with disruption. Such delays may also create treatment backlogs that could have a beneficial impact on future period procedure volumes.

U.S. Procedures. U.S. da Vinci procedures ~~performed by our customers~~ grew ~~approximately 6% for the three months ended December 31, 2020, compared to~~ approximately 19% for the ~~three months~~year ended December 31, ~~2019.~~2023, compared to approximately 16% for the year ended December 31, 2022. The ~~full year~~ ~~and fourth quarter 2020~~2022 procedure results ~~reflect significant~~(and comparative 2021 procedures results) reflected disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. The ~~COVID-19 pandemic continued~~2023 U.S. procedure growth was largely attributable to ~~impact our~~growth in general surgery procedures, most notably cholecystectomy, hernia repair, and colorectal procedures. Growth in ~~geographies and markets where there~~bariatric procedures decelerated in 2023. Growth in the more mature gynecologic procedure category accelerated in 2023, while growth in the more mature urologic procedure category was a resurgence of the virus. Delays in both the diagnosis of and treatments of disease reflecting patient concerns over contracting COVID-19 has also impacted the number of procedures. This was most pronounced in dVP procedures.more moderate.

U.S. General Surgery. General surgery procedures in the U.S. grew to approximately 896,000 in 2023, compared to approximately 720,000 in 2022 and approximately 588,000 in 2021. Cholecystectomy, inguinal and ventral hernia repair, and colorectal procedures contributed the most incremental procedures in 2023, while inguinal and ventral hernia repair, cholecystectomy, and bariatric procedures contributed the most incremental procedures in 2022 and 2021.

Given the already very high level of laparoscopic techniques used in cholecystectomy, it is unclear to what extent robotic-assisted surgery using da Vinci may continue to be adopted.

We believe that growth in hernia repair using da Vinci reflects improved clinical outcomes within certain patient populations, as well as potential cost benefits relative to certain alternative treatments. We believe that hernia repair procedures represent a significant opportunity with the potential to drive growth in future periods. However, given the differences in surgical complexity associated with the treatment of various hernia patient populations and varying surgeon opinions regarding

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optimal surgical technique, it is difficult to estimate the timing of and to what extent hernia repair procedure volume will grow in the future. We expect a large portion of hernia repairs will continue to be performed via different modalities of surgery.

The adoption of da Vinci for colorectal procedures, which includes several underlying procedures, such as low anterior resections for rectal cancers and certain colon procedures for benign and cancerous conditions, has been ongoing for several years and is supported by certain technologies, such as the EndoWrist and SureForm Staplers, energy devices, and Integrated Table Motion.

Bariatric procedures have been an increased area of focus and may have benefited from certain patients prioritizing weight loss, as obesity is a significant COVID-19 risk factor. In addition, our SureForm 60mm Stapler provides surgeons with a more optimized robotic tool set for bariatric procedures using da Vinci. While bariatric procedures have grown significantly over the last three years, the pace of this growth has slowed during 2023. It is unclear whether the slowing growth is a temporary pause as patients evaluate new drug therapies or if growth in U.S. bariatric procedures will continue to slow in future periods. The diagnosis and treatment pathways for bariatric patients are long, and we cannot provide any assurance that we will continue to see significant growth in bariatric procedures in future periods.

U.S. Gynecology. Gynecology procedures in the U.S. grew to approximately 390,000 in 2023, compared to approximately 341,000 in 2022 and approximately 316,000 in 2021. Benign hysterectomy procedures contributed the most incremental procedures in 2023, 2022, and 2021. The growth in benign hysterectomy procedures has been driven largely by new surgeon training.

OUS Procedures. OUS da Vinci procedures ~~declined~~grew approximately 1%27% for the year ended December 31, ~~2020, as~~2023, compared to ~~the prior year. U.S. da Vinci procedures grew~~ approximately ~~17%~~22% for the year ended December 31, ~~2019.~~2022. The ~~2020 U.S.~~2022 procedure results ~~reflect significant~~(and comparative 2021 procedures results) reflected disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. The 2020 U.S. procedure decline was largely attributable to a decline in gynecology procedures, most notably benign dVH procedures, and urology procedures, most notably dVP procedures. Offsetting these declines was continued growth in general surgery procedures, most notably cholecystectomy and bariatric procedures.

U.S. da Vinci procedures grew approximately 5% for the three months ended December 31, 2020, compared to approximately 18% for the three months ended December 31, 2019. The fourth quarter 2020 U.S. procedure results reflect significant disruption caused by the COVID-19 pandemic and regional resurgences, as noted in the ~~COVID-19 Pandemic~~ section above. We saw varied performance in each of the procedure categories during the fourth quarter of 2020, with growth in general surgery and gynecology procedures offset by declines in urology procedures. The resurgence increased as the quarter progressed, and we saw a more severe impact on procedures later in the quarter. The resurgence continued into January, negatively impacting procedure volumes.

OUS da Vinci procedures grew approximately 6% for the year ended December 31, 2020, compared to approximately 21% for the year ended December 31, 2019. The 2020 OUS procedure growth reflects significant disruption caused by the COVID-19 pandemic, as noted in the ~~COVID-19 Pandemic~~ ~~section above. 2020~~2023 OUS procedure growth was driven by

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continued growth in urologic procedures, including ~~nephrectomies~~prostatectomies and ~~prostatectomies,~~partial nephrectomies, and earlier stage growth in general surgery (particularly colorectal)~~, thoracic,~~ and ~~gynecology~~gynecologic procedures. The 2023 OUS procedure growth rate reflects continued da Vinci adoption in European and Asian markets. We saw strong procedure growth in China, Japan, Germany, and the UK during 2023. In China, the strong procedure growth rate was partially attributable to the disruption caused by COVID-19 in the comparative 2022 procedure results. We believe that growth in these global markets is being driven by increased acceptance among surgeons and health systems, supported by expanded global evidence validating the clinical and economic value of da Vinci ~~procedures.~~

~~OUS da Vinci~~ procedures grew approximately 11% for the three months ended December 31, 2020, compared to approximately 21% for the three months ended December 31, 2019. The fourth quarter 2020 OUS procedure growth reflects significant procedure disruption caused by the COVID-19 pandemic, as noted in the ~~COVID-19 Pandemic~~ section above. The disruption was more pronounced in the UK, Italy, France, the Nordics, Spain, and India. COVID-19 disruption was less pronounced in China, Japan, and South Korea, where we experienced procedure growth compared to the fourth quarter of 2019.

~~U.S. General Surgery.~~ In 2020, general surgery procedures in the U.S. grew to approximately 434,000 in 2020, compared to approximately 421,000 in 2019 and approximately 325,000 in 2018. Cholecystectomy and bariatric procedures contributed to the most incremental procedures in 2020, while inguinal and ventral hernia repairs contributed the most incremental procedures in 2019 and 2018.

Given the already very high level of laparoscopic techniques used in cholecystectomy, it is unclear whether growth is sustainable and to what extent da Vinci cholecystectomy may be adopted. Bariatric procedures grew significantly year over year. These procedures have been an increased area of focus in 2020 and may also have benefited from certain patients prioritizing weight loss as obesity is a significant COVID-19 risk factor. In addition, our SureForm 60mm stapler product provides surgeons a more optimized robotic tool set for bariatric procedures. However, the diagnoses and treatment pathways for bariatric patients are long, and many of the patients may have begun their treatment pathway prior to the spread of COVID-19; therefore, we cannot provide any assurance that we will continue to see significant growth in bariatric procedures in future periods.

~~We believe that growth in da Vinci hernia repair reflects improved clinical outcomes within certain patient populations,~~ as well as potential cost benefits relative to certain alternative treatments. We believe hernia repair procedures represent a significant opportunity with the potential to drive growth in future periods. However, given the differences in surgical complexity associated with treatment of various hernia patient populations and varyingincreased surgeon opinion regarding optimal surgical technique, it is difficult to estimate the timing of and to what extent da Vinci hernia repair procedure volume will grow in the future. We expect a large portion of hernia repairs will continue to be performed via different modalities of surgery.

Adoption of da Vinci for colorectal procedures, which includes several underlying procedures including low anterior resections for rectal cancers and certain colon procedures for benign and cancerous conditions, has been ongoing for several years and is supported by our recently launched technologies, such as the EndoWrist Staplers and energy devices and Integrated Table Motion.

~~U.S. Gynecology~~. In 2020, gynecology procedures in the U.S. declined modestly compared to 2019. Procedure volume was approximately 267,000 in 2020, compared to approximately 282,000 in 2019 and approximately 265,000 in 2018, driven by a decline in benign hysterectomy procedures partially offset, to a much lesser extent, by growth in hysterectomy for cancer. Combining robotic, laparoscopic, and vaginal approaches, MIS represents about 80% of the U.S. hysterectomy market for benign conditions. We believe that our growth in gynecologic procedures over the past several years has primarily been driven by consolidation of gynecologic procedures into higher volume surgeons that focus on cancer and complex surgeries. However, due to the COVID-19 pandemic, we saw an increase in the deferral of non-urgent procedures, such as benign hysterectomy procedures.training.

~~Global~~OUS Urology. ~~Along with U.S. general surgery, global~~OUS urology procedures have ~~also~~ been a strong contributor to our overall procedure growth. OUS urology procedures grew to approximately 381,000 in 2023, compared to approximately 316,000 in 2022 and approximately 264,000 in 2021. In the U.S., ~~dVP~~da Vinci is the standard of care for the surgical treatment of prostate cancer, and we believe that the growth is largely aligned with surgical volumes of prostate cancer. ~~In 2020,~~Outside of the U.S. ~~dVP procedures declined modestly, compared to modest growth in 2019. For OUS, dVP~~, prostatectomy is at varying states of adoption in different areas of the world but is the largest overall da Vinci procedure. In ~~2020,~~2023, we saw ~~slight~~more moderate growth in OUS ~~dVP~~prostatectomy procedures compared to ~~mid-teens~~higher growth in ~~2019.~~2022, as we are further up the adoption curve.

Kidney cancer procedures have also been a strong contributor to our recent global urology procedure growth. Clinical publications have demonstrated that the use of a da Vinci system increases the likelihood that a patient will receive nephron sparing surgery through a partial nephrectomy, which is typically the surgical society guideline recommended therapy.

OUS ~~Procedures~~General Surgery.~~. The 2020~~ OUS ~~procedure growth rate reflects continued~~general surgery procedures grew to approximately 188,000 in 2023, compared to approximately 133,000 in 2022 and approximately 101,000 in 2021. Colorectal procedures contributed the most incremental procedures in 2023, 2022, and 2021, aided by improved clinical outcomes relative to open and laparoscopic techniques within certain patient populations, along with enabling technologies, such as EndoWrist and SureForm staplers, energy devices, and Integrated Table Motion.

System Demand

We placed 1,370 da Vinci ~~adoption~~surgical systems in ~~European and Asian markets, although it also~~2023, compared to 1,264 systems in 2022. The increase in system placements reflects ~~significant disruption caused~~an increase in demand for additional capacity by our customers as a result of procedure growth. This increase was partially offset by the ~~COVID-19 pandemic, as noted~~impacts of a smaller number of third generation da Vinci systems available for trade-in and the macroeconomic challenges impacting our customers. We continue to see our customers challenged by staffing shortages, inflation, debt servicing costs, and other financial pressures, particularly in the ~~COVID-19 Pandemic~~ ~~section above. The disruption was most pronounced~~U.S. As a result, we expect our customers to continue to be cautious in their overall capital spending. In addition, in July 2023, the ~~UK, Italy, and France.~~Chinese government launched a one-year anti-corruption campaign targeting the healthcare sector. As a result of this anti-corruption campaign, the medical institutions have heightened their scrutiny with respect to initiating tenders. Therefore, some tenders were cancelled or delayed without a timeline. In 2023, the effect of this anti-corruption campaign contributed to fewer systems being placed in China. Currently, the extent of the impact of this anti-corruption campaign on our business remains uncertain.

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~~System Demand~~

~~Future demand for~~We expect that future placements of da Vinci ~~Surgical Systems~~surgical systems will be impacted by a number of factors: supply chain risks; economic and geopolitical factors; inflationary pressures; high interest rates; hospital staffing shortages; procedure growth rates; evolving system utilization and point-of-care dynamics; capital replacement trends, including a declining number of older generation systems available for trade-in transactions; additional reimbursements in various global markets, such as in Japan; the timing around governmental tenders and authorizations, as well as governmental actions impacting the tender process, such as the anti-corruption campaign in China; the impact of ~~the current~~ COVID-19, ~~pandemic,~~ as noted in the COVID-19 Pandemic section above; the hospital response to the evolving healthcare environment; procedure growth rates; hospital consolidation trends; evolving system utilization and point of care dynamics; capital replacement trends; additional reimbursements in various global markets, including Japan; the timing around governmental tenders and authorizations, including China; the timing of when we receive regulatory clearance in our other OUS markets for ourda Vinci Xi, ~~Surgical System,da Vinci~~ X, ~~Surgical System,~~ and ~~da Vinci~~ SP ~~Surgical System,~~surgical systems and related instruments; and the market response. Market acceptance of our ~~recently launched~~ da Vinci SP ~~Surgical System~~surgical system and the nature and timing of additional da Vinci SP regulatory indications may also impact future system placements.

Demand may also be impacted by ~~robotic-assisted surgery~~ competition, including from companies that have introduced products in the field of robotic-assisted ~~surgery~~medical procedures or have made explicit statements about their efforts to enter the field including, but not limited to, the following companies: ~~avateramedical GmbH;~~Asensus Surgical, Inc.; Beijing Surgerii Robotics Company Limited; CMR Surgical Ltd.; Johnson & ~~Johnson (including their wholly owned subsidiaries Auris Health, Inc. and Verb Surgical Inc.);~~Johnson; Medicaroid ~~Inc.; Medrobotics~~ Corporation; Medtronic plc; meerecompany Inc.; ~~MicroPort Scientific Corporation; Olympus Corporation; Samsung Group;~~Noah Medical; Shandong Weigao Group Medical Polymer Company Ltd.; ~~Smart Robot Technology Group~~Shanghai Microport Medbot (Group) Co., Ltd.; ~~Titan~~and Shenzhen Edge Medical ~~Inc.; and TransEnterix, Inc.~~Co., Ltd.

Many of the above factors will also impact future demand for our Ion endoluminal system, as we extend our commercial offering into diagnostics, along with additional factors associated with a new product introduction, including, but not limited to, our ability to optimize manufacturing and our supply chain, competition, clinical data to demonstrate value, and market acceptance.

~~New~~Recent Product Introductions

~~SynchroSeal and E-100~~E-200 Generator.In November ~~2019,~~2022, we obtained FDA clearance for the E-200 generator. In July 2023, we received regulatory clearance for our ~~SynchroSeal instrument~~E-200 generator in Japan and South Korea. The E-200 generator is an advanced electrosurgical generator designed to provide high-frequency energy for cutting, coagulation, and vessel sealing of tissues. The E-200 generator is compatible with the da Vinci Xi and X surgical systems and can also function as a standalone electrosurgical generator. When connected to a da Vinci system, the E-200 delivers high-frequency energy to da Vinci instruments, with control and status messages communicated through an Ethernet cable. The E-200 generator is also compatible with third-party handheld monopolar and bipolar instruments, as well as fingerswitch-equipped instruments and Intuitive-provided auxiliary footswitches. The E-200 generator includes the same advanced energy capability as the E-100 ~~generator. Following~~generator and supports the same vessel sealing instruments.

SureForm 30 Curved-Tip Stapler and Reloads. In December 2021, we obtained initial FDA clearance for our 8 mm SureForm 30 Curved-Tip Stapler and reloads (gray, white, and blue) for use in ~~February 2020,~~general, thoracic, gynecologic, urologic, and pediatric surgery. We designed this instrument to help surgeons better visualize and reach anatomy through a combination of the 8 mm diameter instrument shaft and jaws, 120-degree cone of wristed articulation, and the curved tip. As it fits through the 8 mm da Vinci surgical system instrument cannula, the stapler allows different angles for surgeons to approach patient anatomy. Consistent with our other SureForm staplers, the 8 mm SureForm 30 Curved-Tip Stapler integrates SmartFire technology, which makes automatic adjustments to the firing process as staples are formed and the transection is made. The technology makes more than 1,000 measurements per second, helping achieve a consistent staple line. We completed initial evaluations of the 8 mm SureForm 30 stapler with certain customers in the U.S. in 2022. After the initial feedback, we ~~received CE mark clearance for both products.~~are completing design changes and are targeting another submission in 2024. In ~~March 2020,~~October 2022, we received regulatory clearance in Japan to market ~~both~~ our SynchroSeal instrument and E-100 generator. In August 2020, we received regulatory clearance in South Korea to market our E-100 generator. SynchroSeal is a single-use, bipolar, electrosurgical instrument intended for grasping, dissection, sealing, and transection of tissue. With its wristed articulation, rapid sealing cycle, and refined curved jaw, SynchroSeal offers enhanced versatility to the da Vinci Energy portfolio. The E-100 generator is an electrosurgical generator developed to power two key instruments–Vessel Sealer Extend and SynchroSeal–on the da Vinci X and da Vinci Xi Surgical Systems. The generator delivers high frequency energy for cutting, coagulation, and vessel sealing of tissues.

8 mm SureForm 4530 Curved-Tip and ~~Gray Reload.~~ ~~In July 2019, we obtained FDA clearance for the SureForm 45 Curved-Tip stapler~~Straight-Tip Stapler instruments and SureForm 45 Gray reload. We have also received CE mark clearance for our SureForm 45 Curved-Tip stapler and SureForm 45 Gray reload. SureForm 45 Curved-Tip is a single-use, fully wristed stapling instrument with a curved tip intended for resection, transection, and/or creation of anastomoses. SureForm 45 Gray reload is a new, single-use cartridge that contains multiple staggered rows of implantable staples and a stainless steel knife. The SureForm 45 Curved-Tip stapler and Gray reload have particular utility in thoracic procedures and round out our SureForm 45 portfolio. Not all reloads ~~or staplers are available~~ for use ~~on all systems or~~ in ~~all countries.~~

~~Da Vinci Endoscope Plus.~~ ~~In June 2019, we received CE mark clearance~~general, thoracic (except for ~~our da Vinci Endoscope Plus, an enhanced 3D endoscope for use with our da Vinci X~~cardiac), gynecologic, and Xi Surgical Systems. Following the CE mark, in July 2019, we obtained FDA clearance for our da Vinci Endoscope Plus. We have also received regulatory clearances in South Korea and Japan to market our da Vinci Endoscope Plus in December 2019 and May 2020, respectively. The da Vinci Endoscope Plus leverages new sensor technology to allow for increased sharpness and color accuracy.

~~Da Vinci Handheld Camera.~~ In June 2019, we obtained FDA clearance for our da Vinci Handheld Camera, a lightweight, 2D camera head, which can be connected to third-party laparoscopes. This allows the laparoscopic image to be displayed on the da Vinci X/Xi vision cart to address aspects of da Vinci procedures that may require use of a laparoscope, thus eliminating the need for redundant equipment in the operating room and increasing procedure efficiency. In February 2020, we received CE mark clearance for our da Vinci Handheld Camera. We broadly launched the da Vinci Handheld Camera in our European direct markets as well as in the U.S. in May 2020 and June 2020, respectively.

~~Ion endoluminal system.~~ In February 2019, we obtained FDA clearance for the Ion endoluminal system, our new flexible, robotic-assisted, catheter-based platform designed to navigate through very small lung airways to reach peripheral nodules for biopsies. The Ion system uses an ultra-thin articulating robotic catheter that can articulate 180 degrees in all directions. The outer diameter of the catheter is 3.5mm, which allows physicians to navigate through small and tortuous airways to reach nodules in most airway segments within the lung. The Ion system’s flexible biopsy needle can also pass through very tight bends via Ion’s catheter to collect tissue in the peripheral lung. The catheter’s 2mm working channel can also accommodate other biopsy tools, such as biopsy forceps or cytology brushes, if necessary. We are introducing Ion in a measured fashion

~~Table of~~ ~~Contents~~

~~while we optimize training pathways and our supply chain and collect additional clinical data. We have placed 36 Ion systems for commercial use as of December 31, 2020.~~

~~Iris.~~ In February 2019, we obtained FDA clearance for our Iris augmented reality product. Iris is a service that delivers a 3D image of the patient anatomy (initially targeting kidneys) to aid surgeons in both the pre- and intra-operative settings. We are now in the early stages of an Iris pilot study in the field at a small group of U.S. hospitals to gain initial product experience and insights.

~~SureForm 60 and SureForm 45 Staplers.~~ In May 2018 and July 2018, we received CE mark clearance and FDA clearance, respectively, for the SureForm 60 instrument with White, Blue, Green, and Black 60mm reloads. In January 2019 and February 2019, we obtained FDA clearance and CE mark clearance, respectively, for the SureForm 45 instrument with White, Blue, Green, and Black 45mm reloads. Additionally, we received regulatory clearance in South Korea for the SureForm 60 instrument and 60mm reloads in June 2018 and July 2018, respectively, and for the SureForm 45 instrument and 45mm reloads in June 2019 and September 2019, respectively. Also, we received regulatory clearance in Japan for the SureForm 60 instrument and 60mm reloads in June 2018 and November 2018, respectively, and for the SureForm 45 instrument and 45mm reloads in September 2019. The SureForm 60 and SureForm 45 Staplers are single-use, fully wristed stapling instruments intended for resection, transection, and/or creation of anastomoses. The SureForm 60 instrument has particular utility in bariatric procedures, while the SureForm 45 instrument has particular utility in colorectal procedures. SureForm 60 and SureForm 45 Staplers broaden our existing stapler product line, which also includes EndoWrist Stapler 45 with White, Blue, and Green 45mm reloads and EndoWrist Stapler 30 with Gray, White, Blue, and Green 30mm reloads. Not all reloads or staplers are available for use on all systems or in all countries.

~~Da Vinci SP Surgical System.~~ ~~In May 2018, we obtained FDA clearance for the da Vinci SP Surgical System for~~ urologic surgical procedures that are appropriate for a single port approach. In March 2019, we obtained FDA clearance for the da Vinci SP Surgical System for certain transoral procedures. The da Vinci SP Surgical System includes three, multi-jointed, wristed instruments and the first da Vinci fully wristed, 3DHD camera. The instruments and the camera all emerge through a single cannula and are triangulated around the target anatomy to avoid external instrument collisions that can occur in narrow surgical workspaces. The system enables flexible port placement and broad internal and external range of motion (e.g., 360 degrees of anatomical access) through the single SP arm. Surgeons control the fully articulating instruments and the camera on the da Vinci SP system, which uses the same fourth generation surgeon console as the da Vinci X and Xi systems. The da Vinci SP Surgical System provides surgeons with robotic-assisted technology designed for deep and narrow access to tissue in the body. We anticipate pursuing further regulatory clearances for the da Vinci SP Surgical System, including colorectal applications, broadening the applicability of the SP platform over time. We continue to introduce the da Vinci SP Surgical System in a measured fashion while we optimize training pathways and our supply chain. We have an installed base of 69 da Vinci SP Surgical Systems as of December 31, 2020.surgery.

~~Da Vinci Vessel Sealer Extend.~~ In September 2017 and April 2018, we received CE mark clearance and FDA clearance, respectively, for da Vinci Vessel Sealer Extend, our newest instrument in the Vessel Sealing family of products. Da Vinci Vessel Sealer Extend is a single-use, fully wristed bipolar electrosurgical instrument compatible with our fourth generation multiport systems. It is intended for grasping and blunt dissection of tissue and for bipolar coagulation and mechanical transection of vessels up to 7mm in diameter and tissue bundles that fit in the jaws of the instrument.

~~Acquisition of Orpheus Medical~~

In February 2020, we acquired Orpheus Medical Ltd. and its wholly owned subsidiaries to deepen and expand our integrated informatics platform. Orpheus Medical provides hospitals with information technology connectivity, as well as expertise in processing and archiving surgical videos. Orpheus Medical is a wholly owned subsidiary of Intuitive.

Intuitive Ventures

WeIn 2020, we launched Intuitive Ventures Fund I, an inaugural $100 million fund focused on investment opportunities in companies that share ~~Intuitive's~~Intuitive’s commitment to advancing positive outcomes in healthcare. As of December 31, 2023, we have invested $50 million of the $100 million.

In late 2023, we launched Intuitive Ventures Fund II, a $150 million fund focused on investment opportunities in companies reimagining the future of minimally invasive care.

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~~2020~~2023 Operational and Financial Highlights

•Total revenue ~~decreased~~increased by 3%14% to ~~$4.4~~$7.1 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$4.5~~$6.2 billion for the year ended December 31, ~~2019.~~2022.

•Approximately ~~1,243,000~~2,286,000 da Vinci procedures were performed during the year ended December 31, ~~2020,~~2023, an increase of 1%22% compared to approximately ~~1,229,000~~1,875,000 da Vinci procedures for the year ended December 31, ~~2019.~~2022.

•Approximately 54,000 Ion procedures were performed during the year ended December 31, 2023, an increase of 129% compared to approximately 23,500 Ion procedures for the year ended December 31, 2022.

•Instruments and accessories revenue increased by 2%22% to ~~$2.46~~$4.28 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$2.41~~$3.52 billion for the year ended December 31, ~~2019.~~2022.

•Systems revenue ~~decreased by 12% to $1.18~~remained flat at $1.68 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$1.35~~$1.68 billion for the year ended December 31, ~~2019.~~2022.

•~~A total of 936~~1,370 da Vinci ~~Surgical Systems~~surgical systems were ~~shipped~~placed during the year ended December 31, ~~2020, a decrease~~2023, an increase of ~~16%~~8% compared to ~~1,119~~1,264 systems during the year ended December 31, ~~2019.~~2022.

•As of December 31, ~~2020,~~2023, we had a da Vinci ~~Surgical System~~surgical system installed base of approximately ~~5,989~~8,606 systems, an increase of 7%14% compared to the installed base of approximately ~~5,582~~7,544 systems as of December 31, ~~2019.~~2022.

•Utilization of da Vinci ~~Surgical Systems,~~surgical systems, measured in terms of procedures per system per year, ~~declined 2%~~increased 9% relative to ~~2019.~~2022.

•~~During~~213 Ion systems were placed during the year ended December 31, ~~2020, we placed 26 Ion systems for commercial use,~~2023, an increase of 11% compared to ~~10 Ion~~192 systems during the year ended December 31, ~~2019.~~2022.

•As of December 31, 2023, we had an Ion system installed base of approximately 534 systems, an increase of 66% compared to the installed base of approximately 321 systems as of December 31, 2022.

•Gross profit as a percentage of revenue was ~~65.6%~~66.4% for the year ended December 31, ~~2020,~~2023, compared to ~~69.4%~~67.4% for the year ended December 31, ~~2019.~~2022.

•Operating income ~~decreased~~increased by ~~24%~~12% to ~~$1.05~~$1.77 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$1.37~~$1.58 billion for the year ended December 31, ~~2019.~~2022. Operating income included ~~$399~~$598 million and ~~$338~~$517 million of share-based compensation expense related to employee stock plans and ~~$60.9~~$31.2 million and ~~$67.2~~$45.4 million of intangible asset-related charges for the years ended December 31, ~~2020,~~2023, and ~~2019,~~2022, respectively.

•As of December 31, ~~2020,~~2023, we had ~~$6.87~~$7.34 billion in cash, cash equivalents, and investments. Cash, cash equivalents, and investments increased by ~~$1.02~~$0.60 billion, compared to ~~$5.85~~$6.74 billion inas of December 31, ~~2019,~~2022, primarily as a result of cash ~~generated~~provided by operating activities, proceeds from ~~operating activities,~~stock option exercises and employee stock purchases, and unrealized gains on interest-bearing debt securities classified as available for sale, partially offset by cash used for capital ~~expenditures.~~expenditures and share repurchases.

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Results of Operations

The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto. This section of the Annual Report on Form 10-K generally discusses ~~2020~~2023 and ~~2019~~2022 items and year-to-year comparisons between ~~2020~~2023 and ~~2019.~~2022. Discussions of ~~2018~~2021 items and year-to-year comparisons between ~~2019~~2022 and ~~2018~~2021 that are not included in this report on Form 10-K can be found in ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” in Part II, Item 7 of the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2022.

The following table sets forth, for the years indicated, certain Consolidated Statements of Income information (in millions, except percentages):


		Years Ended December 31,													Years Ended December 31,
		2020		% of total revenue		2019		% of total revenue		2018		% of total revenue			2023					% of total Revenue					2022					% of total Revenue			2021						% of total Revenue
Revenue:	Revenue:
Product	Product	$	3,634.6	83	%	$	3,754.3	84	%	$	3,089.1	83	%
Product
Product															$	5,956.3				84		%			$	5,198.0				84	%		$	4,793.9					84		%
Service	Service	723.8		17	%	724.2		16	%	635.1		17	%	Service	1,167.8			16			16		%			1,024.2			16		16	%			916.2			16				16	%
Total revenue	Total revenue	4,358.4		100	%	4,478.5		100	%	3,724.2		100	%	Total revenue	7,124.1			100			100		%			6,222.2			100		100	%			5,710.1			100				100	%
Cost of revenue:	Cost of revenue:
Product
Product
Product	Product	1,230.3		28	%	1,119.1		25	%	906.2		24	%	2,041.8			29		29		%			1,700.3				28		28	%		1,464.1				26			26		%
Service	Service	266.9		6	%	249.2		6	%	213.9		6	%	Service	352.8			5			5		%			325.9			5		5	%			287.5			5				5	%
Total cost of revenue	Total cost of revenue	1,497.2		34	%	1,368.3		31	%	1,120.1		30	%	Total cost of revenue	2,394.6			34			34		%			2,026.2			33		33	%			1,751.6			31				31	%
Product gross profit	Product gross profit	2,404.3		55	%	2,635.2		59	%	2,182.9		59	%	Product gross profit	3,914.5			55			55		%			3,497.7			56		56	%			3,329.8			58				58	%
Service gross profit	Service gross profit	456.9		11	%	475.0		10	%	421.2		11	%	Service gross profit	815.0			11			11		%			698.3			11		11	%			628.7			11				11	%
Gross profit	Gross profit	2,861.2		66	%	3,110.2		69	%	2,604.1		70	%	Gross profit	4,729.5			66			66		%			4,196.0			67		67	%			3,958.5			69				69	%
Operating expenses:	Operating expenses:
Selling, general and administrative	Selling, general and administrative	1,216.3		28	%	1,178.4		26	%	986.6		27	%
Selling, general and administrative
Selling, general and administrative															1,963.9					27		%			1,739.9					28	%		1,466.5						25		%
Research and development	Research and development	595.1		14	%	557.3		12	%	418.1		11	%	Research and development	998.8			14			14		%			879.0			14		14	%			671.0			12				12	%
Total operating expenses	Total operating expenses	1,811.4		42	%	1,735.7		38	%	1,404.7		38	%	Total operating expenses	2,962.7			41			41		%			2,618.9			42		42	%			2,137.5			37				37	%
Income from operations	Income from operations	1,049.8		24	%	1,374.5		31	%	1,199.4		32	%	Income from operations	1,766.8			25			25		%			1,577.1			25		25	%			1,821.0			32				32	%
Interest and other income, net	Interest and other income, net	157.2		4	%	127.7		3	%	80.1		2	%	Interest and other income, net	192.1			3			3		%			29.7			1		1	%			69.3			1				1	%
Income before taxes	Income before taxes	1,207.0		28	%	1,502.2		34	%	1,279.5		34	%	Income before taxes	1,958.9			28			28		%			1,606.8			26		26	%			1,890.3			33				33	%
Income tax expense	Income tax expense	140.2		3	%	120.4		3	%	154.5		4	%	Income tax expense	141.6			2			2		%			262.4			4		4	%			162.2			3				3	%
Net income	Net income	1,066.8		24	%	1,381.8		31	%	1,125.0		30	%	Net income	1,817.3			26			26		%			1,344.4			22		22	%			1,728.1			30				30	%
Less: net income (loss) attributable to noncontrolling interest in joint venture		6.2		—	%	2.5		—	%	(2.9)		—	%
Less: net income attributable to noncontrolling interest in joint venture														Less: net income attributable to noncontrolling interest in joint venture	19.3					1		%			22.1					1	%		23.5						—		%
Net income attributable to Intuitive Surgical, Inc.	Net income attributable to Intuitive Surgical, Inc.	$	1,060.6	24	%	$	1,379.3	31	%	$	1,127.9	30	%	Net income attributable to Intuitive Surgical, Inc.	$	1,798.0		25			25		%			$	1,322.3		21		21	%			$	1,704.6		30				30	%

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Product Revenue

Product revenue ~~decreased~~increased by 3%15% to ~~$3.6~~$5.96 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$3.8~~$5.20 billion for the year ended December 31, ~~2019.~~2022. Product revenue for the year ended December 31, ~~2019,~~2022, increased by ~~22%~~8% compared to ~~$3.1~~$4.79 billion for the year ended December 31, ~~2018.~~2021.

Instruments and accessories revenue increased by 2%22% to ~~$2.46~~$4.28 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$2.41~~$3.52 billion for the year ended December 31, ~~2019.~~2022. The increase in instruments and accessories revenue for the year ended December 31, 2023, was primarily driven ~~primarily~~ by approximately 22% higher da Vinci procedure volume and higher pricing, partially offset by customer buying patterns. The 2023 U.S. da Vinci procedure growth ~~of 1%~~was approximately 19%, ~~stocking orders~~driven by strong growth in ~~Q4 associated with the Company's launch of Extended Use Instruments,~~general surgery procedures, most notably cholecystectomy, hernia repair, and

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incremental sales of our advanced instruments. The 2020 U.S. procedure volumes declined by approximately 1%, primarily as a result of the significant disruption caused by the COVID-19 pandemic, as noted colorectal procedures. Growth in bariatric procedures decelerated in 2023. Growth in the ~~COVID-19 Pandemic~~ ~~section above, compared to 2019 U.S.~~more mature gynecologic procedure category accelerated in 2023, while growth in the more mature urologic procedure category was more moderate. The 2023 OUS da Vinci procedure growth ~~of 17%. The 2020 OUS procedure volumes grew by~~was approximately 6%27%, ~~compared to 2019 OUS procedure growth of 21%, also~~ driven by ~~the significant disruption caused by the COVID-19 pandemic, as noted~~continued growth in ~~the~~ ~~COVID-19 Pandemic~~ ~~section above.~~urologic procedures, including prostatectomies and partial nephrectomies, and earlier stage growth in general surgery (particularly colorectal) and gynecologic procedures. Geographically, the ~~2020~~2023 OUS da Vinci procedure growth was driven by procedure expansion in a number of markets with particular strength in China, Japan, ~~Korea,~~Germany, and ~~Germany with varying results~~the UK. In China, the strong procedure growth rate was partially attributable to the disruption caused by COVID-19 in ~~other countries.~~the comparative 2022 procedure results.

Systems revenue ~~decreased by 12% to $1.18~~remained flat at $1.68 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$1.35~~$1.68 billion for the year ended December 31, ~~2019.~~2022. The ~~lower 2020 systems~~flat system revenue for the year ended December 31, 2023, was primarily driven by ~~fewer system shipments, lower 2020 ASPs, and lower lease buyouts, partially offset by~~ higher operating lease ~~revenue.~~revenue, offset by lower sales-type lease revenue, lower ASPs, and a higher proportion of da Vinci system placements under operating leases (partially offset by more systems placements).

During ~~2020, a total of 936~~2023, 1,370 da Vinci ~~Surgical Systems~~surgical systems were ~~shipped~~placed compared to ~~1,119~~1,264 systems during ~~2019.~~2022. By geography, ~~600~~666 systems were ~~shipped into~~placed in the U.S., ~~136 into~~308 in Europe, ~~157 into~~305 in Asia, and ~~43 into~~91 in other markets during ~~2020,~~2023, compared to ~~728~~692 systems ~~shipped into~~placed in the U.S., ~~169 into~~280 in Europe, ~~182 into~~244 in Asia, and ~~40 into~~48 in other markets during ~~2019. During 2020, 317 of the 936 systems were shipped under operating lease arrangements, compared to 384 of the 1,119 systems shipped during 2019.~~2022. The ~~decrease~~increase in system ~~shipments~~placements was primarily driven by ~~decisions~~the demand for additional capacity by our customers due to ~~defer purchases or leases~~the procedure growth, partially offset by a smaller number of third generation da Vinci systems ~~into future quarters~~available for trade-in, the macroeconomic challenges impacting our U.S. customers, and ~~in some cases, indefinitely, as a result~~the effect of the ~~COVID-19 pandemic, as well as the decline~~anti-corruption campaign in ~~procedures, which lead to excess capacity at certain hospitals.~~

~~We shipped 432 and 425~~China. As of December 31, 2023, we had a da Vinci ~~Surgical Systems~~surgical system installed base of approximately 8,606 systems, compared to an installed base of approximately 7,544 systems as of December 31, 2022. The incremental system installed base reflects continued procedure growth and further customer validation that robotic-assisted surgery addresses their Quadruple Aim objectives.

The following table summarizes our da Vinci system placements under ~~lease or usage-based~~leasing arrangements ~~of which 317 and 384 systems were classified as operating leases~~ for the years ended December 31, ~~2020,~~2023, and ~~2019, respectively.~~ 2022:


	Year Ended December 31,
	2023	2022
Da Vinci System Placements Under Leasing Arrangements
Fixed-payment operating lease arrangements	304	276
Usage-based operating lease arrangements	355	216
Total da Vinci system placements under operating lease arrangements	659	492
% of Total da Vinci system placements	48%	39%
Sales-type lease arrangements	45	99
Total da Vinci system placements under leasing arrangements	704	591

Da Vinci System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements	1,204	1,018
Usage-based operating lease arrangements	1,023	665
Total da Vinci system installed base under operating leasing arrangements	2,227	1,683

Operating lease revenue, including the contribution from Ion systems, was ~~$177~~$501 million for the year ended December 31, ~~2020,~~2023, of which $217 million was variable lease revenue relating to usage-based arrangements, compared to ~~$107~~$377 million for the year ended December 31, ~~2019. Systems placed as operating leases represented 34%~~2022, of ~~total shipments during 2020,~~ ~~compared~~which $133 million was variable lease revenue relating to ~~34%~~ ~~during~~ ~~2019. A total of 901 da Vinci Surgical Systems were installed at customers under operating lease or~~ usage-based ~~arrangements as of December 31, 2020, compared to 658 as of December 31, 2019.~~arrangements. Revenue from Lease Buyouts was ~~$52~~$74.2 million ~~for~~for the year ended December 31, ~~2020,~~2023, compared to ~~$93~~$72.1 million ~~for~~for the year ended December 31, ~~2019.~~2022. We expect revenue from Lease Buyouts to fluctuate period to period ~~based~~depending on the timing of when, and if, customers choose to exercise ~~the~~ buyout options embedded in their leases.

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The da Vinci ~~Surgical System~~surgical system ASP, excluding ~~the impact of~~ systems ~~shipped~~placed under fixed-payment or usage-based operating lease ~~or usage-based~~ arrangements and Ion systems, was approximately ~~$1.50~~$1.42 million for the year ended December 31, ~~2020,~~2023, compared to approximately ~~$1.52~~$1.49 million for the year ended December 31, ~~2019.~~2022. The lower ~~2020~~ ASP for the year ended December 31, 2023, was largely driven by higher ~~relative trade-in volume,~~pricing discounts, unfavorable product mix, unfavorable geographic mix, and foreign currency impacts, partially offset by ~~favorable geographic and product mix.~~fewer trade-ins. ASP fluctuates from period to period based on geographic and product mix, product pricing, systems ~~shipped~~placed involving trade-ins, and changes in foreign exchange rates.

During 2023, 213 Ion systems were placed compared to 192 systems during 2022. The increase in system placements was primarily driven by the demand for additional capacity by our customers due to the procedure growth. As of December 31, 2023, we had an Ion system installed base of approximately 534 systems, compared to an installed base of approximately 321 systems as of December 31, 2022.

The following table summarizes our Ion system placements under leasing arrangements for the years ended December 31, 2023, and 2022:


	Year Ended December 31,
	2023	2022
Ion System Placements Under Leasing Arrangements
Fixed-payment operating lease arrangements	63	61
Usage-based operating lease arrangements	54	40
Total Ion system placements under operating lease arrangements	117	101
% of Total Ion system placements	55%	53%
Sales-type lease arrangements	5	11
Total Ion system placements under leasing arrangements	122	112

Ion System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements	96	72
Usage-based operating lease arrangements	118	60
Total Ion system installed base under operating leasing arrangements	214	132

Service Revenue

Service revenue ~~remained unchanged at $724 million~~increased by 14% to $1.17 billion for the year ended December 31, ~~2020,~~2023, compared to ~~$724 million~~$1.02 billion for the year ended December 31, ~~2019. Service~~2022. The increase in service revenue for the year ended December 31, ~~2019, increased by 14% compared to $635 million for the year ended December 31, 2018. Service revenue in 2020~~2023, was primarily driven by a larger installed base of ~~da Vinci Surgical Systems~~systems producing service ~~revenue, offset by an $80 million decrease as a result of the service fee credits provided to customers as part of our Customer Relief Program.~~revenue.

Gross Profit

Product gross profit for the year ended December 31, ~~2020, decreased~~2023, increased by 9%12% to ~~$2.4~~$3.91 billion, representing ~~66.2%~~65.7% of product revenue, compared to ~~$2.6~~$3.50 billion, representing ~~70.2%~~67.3% of product revenue, for the year ended December 31, ~~2019.~~2022. The ~~lower 2020~~higher product gross profit for the year ended December 31, 2023, was primarily driven by ~~lower~~higher product revenue, ~~and~~partially offset by a lower product gross profit margin. The lower product gross profit margin for the year ended December 31, ~~2020,~~2023, was primarily driven by a higher ~~excess and obsolete inventory~~mix of new products, higher costs related to ~~transitioning to new technologies coupled with the decrease~~scrap and components, increases in ~~demand for older technologies, period costs associated with abnormally low production,~~inventory reserves, and ~~higher freight costs. These higher charges were primarily a result of the COVID-19 pandemic. There were also increased costs associated with~~lower 2023 da Vinci ~~Si product transitions~~system ASPs, partially offset by higher pricing for instruments and ~~higher intangible assets amortization expense and share-based compensation expense.~~accessories.

Product gross profit for the years ended December 31, ~~2020~~2023, and ~~2019,~~2022, included share-based compensation expense of ~~$58.9~~$83.4 million and ~~$46.6~~$67.6 million, respectively, and intangible assets amortization expense of ~~$35.5~~$13.5 million and ~~$31.5~~$17.3 million, ~~respectively.~~respectively

Service gross profit for the year ended December 31, ~~2020, decreased~~2023, increased by 4%17% to ~~$457 million,~~$0.82 billion, representing ~~63.1%~~69.8% of service revenue, compared to ~~$475 million,~~$0.70 billion, representing ~~65.6%~~68.2% of service revenue, for the year ended December 31, ~~2019.~~2022. The ~~lower 2020~~higher service gross profit for the year ended December 31, 2023, was primarily driven by ~~lower~~higher service revenue, reflecting a larger installed base of da Vinci surgical systems, and ~~lower~~a higher service gross profit margin. The ~~lower~~higher service gross profit margin for the year ended December 31, ~~2020,~~2023, was primarily driven by ~~the $80 million decrease in service revenue as a result~~favorable impacts from leveraging volume of ~~our Customer Relief Program.~~

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repairs.

Service gross profit for the years ended December 31, ~~2020~~2023, and ~~2019,~~2022, included share-based compensation expense of ~~$24.0~~$28.2 million and ~~$20.4~~$23.6 million, respectively, and intangible assets amortization expense of ~~$3.7~~$0.9 million and ~~$3.7~~$1.9 million, respectively.

~~As a result~~

Table of the continued impacts from the COVID-19 pandemic, our production facilities may run at less than normal capacity in the first quarter of 2021. Accordingly, certain fixed production overhead costs may be expensed as incurred, reducing our gross profit margin. We cannot reliably estimate the extent to which the COVID-19 pandemic will impact our overall demand in the first quarter and beyond.Contents

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs for sales, marketing and administrative personnel, sales and marketing activities, ~~tradeshow~~trade show expenses, legal expenses, regulatory fees, and general corporate expenses.

Selling, general and administrative expenses for the year ended December 31, ~~2020,~~2023, increased by 3%13% to ~~$1.22~~$1.96 billion, compared to ~~$1.18~~$1.74 billion for the year ended December 31, ~~2019.~~2022. The increase in selling, general and administrative expenses for the year ended December 31, ~~2020, were~~2023, was primarily driven by higher headcount, resulting in increased fixed and share-based compensation expense, higher variable compensation, the charitable contribution discussed below, as well as higher travel and ~~increased infrastructure to support our growth,~~training expenses, partially offset by lower ~~marketing, travel, and training expenses as well as lower variable compensation. Also, in~~litigation charges. In the fourth ~~quarters~~quarter of ~~2020 and 2019,~~2023, we made a charitable ~~contributions~~contribution of ~~$25~~$40 million ~~and $5 million, respectively,~~ to the Intuitive Foundation, a not-for-profit ~~entity~~organization whose mission is to reduce the global burden of disease and suffering through research, education, and philanthropy aimed at better outcomes for patients around the globe.

Selling, general and administrative expenses for the years ended December 31, ~~2020,~~2023, and ~~2019,~~2022, included share-based compensation expense of ~~$202~~$275 million and ~~$170~~$261 million, respectively, and intangible assets amortization expense of ~~$6.9~~$3.3 million and ~~$5.7~~$5.9 million, respectively.

Our spending in 2020 reflected a curtailment of certain costs as a result of the COVID-19 pandemic, including travel, marketing events, surgeon training, clinical trials, and other related expenses. We expect that these costs will increase to the extent that the impact of COVID-19 decreases and decline to the extent that the impact of COVID-19 increases. However, we will continue to support our customers, invest in innovation focused on the quadruple aim, and invest in manufacturing and our supply chain to ensure supply for our customers. We will continue to manage the hiring of volume-related roles, such as sales representatives and manufacturing employees, to meet the needs of the business.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development expenses include costs associated with the design, development, testing, and significant enhancement of our products. Our main product development initiatives include multi-port, Ion, and SP platform investments and our digital products and services.

Research and development expenses for the year ended December 31, ~~2020,~~2023, increased by 7%14% to ~~$595~~$999 million, compared to ~~$557~~$879 million for the year ended December 31, ~~2019.~~2022. The increase in research and development expenses for the year ended December 31, 2023, was primarily ~~due to~~driven by higher personnel-related expenses, including share-based compensation expense, and other project costs incurred to support a broader set of product development initiatives, including future generations of robotics, Ion and SP platform investments, ~~informatics, advanced instrumentation, advanced imaging,~~ and ~~future generations of robotics, partially offset by lower intangible asset-related charges.~~digital investments.

Research and development expenses for the years ended December 31, ~~2020,~~2023, and ~~2019,~~2022, included share-based compensation expense of ~~$114~~$212 million and ~~$101~~$164 million, respectively, and intangible ~~asset~~asset-related charges of ~~$15.8~~$13.5 million and ~~$26.3~~$20.3 million, respectively.

Research and development expenses fluctuate with project timing. Based upon our broader set of product development initiatives and the stage of the underlying projects, we expect to continue to make substantial investments in research and development and anticipate that research and development expenses will continue to increase in the future.

Interest and Other Income, Net

Interest and other income, net, ~~was $157.2~~for the year ended December 31, 2023, increased by 547% to $192 million, compared to $30 million for the year ended December 31, ~~2020,~~2022. Interest and other income, net decreased by 57% for the year ended December 31, 2022, compared to ~~$127.7~~$69 million for the year ended December 31, ~~2019, and $80.1 million for the year ended December 31, 2018.~~2021. The increase in interest and other income, net, for the year ended December 31, ~~2020,~~2023, was primarily driven by ~~unrealized gains on strategic investments and realized gains on the sale of certain securities, partially offset by lower~~higher interest income earned ~~despite higher cash and investment balances,~~ due to ~~the decline~~an increase in average interest rates (despite lower average cash and ~~realized~~investment balances), lower foreign exchange ~~losses.~~losses, and lower unrealized losses on investments resulting from strategic arrangements.

~~The Company~~We held an equity investment in preferred shares of ~~InTouch Technologies, Inc. ("InTouch"~~Broncus Holding Corporation (“Broncus”), which was reflected in ~~the Company's financial statements~~our Consolidated Financial Statements on a cost basis. ~~On July 1, 2020, Teladoc Health, Inc. ("Teladoc"), a publicly traded company,~~In the first quarter of 2021, we recorded an unrealized gain on our investment in Broncus of approximately $14 million. In September 2021, Broncus completed ~~its acquisition~~an initial public offering (“IPO”) of ~~InTouch. Based on the terms of the agreement, the Company has received Teladoc~~common shares on the ~~date~~Stock Exchange of ~~closing~~Hong Kong. Upon completion of the IPO, the preferred shares were converted to common shares in Broncus, and we recognized a net gain on ~~its~~this investment in the third quarter of 2021 of approximately $8 million. For the year ended December 31, 2022, we recognized a loss on this investment of approximately ~~$45~~$21 million. ~~The Company was~~

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~~restricted from selling these shares for a period of six months. In January 2021,~~For the ~~Company~~year ended December 31, 2023, we sold ~~all of its~~our shares in ~~Teladoc. Additionally, the Company recorded unrealized gains on other strategic investments of approximately $22 million.~~this investment, recognizing an additional nominal loss.

Income Tax Expense

~~Our income~~Income tax expense was ~~$140 million, $120~~$142 million and ~~$155~~$262 million for the years ended December 31, ~~2020, 2019,~~2023, and ~~2018,~~2022, respectively. Our effective tax rate for ~~2020~~2023 was approximately ~~11.6%~~7.2% compared to ~~8.0%~~16.3% for ~~2019 and 12.1% for 2018.~~ 2022.

Our effective tax ~~rate~~rates for ~~2020, 2019, and 2018 differs~~2023 differed from the U.S. federal statutory rate of 21% primarily due to the ~~excess~~increase in Swiss deferred tax assets, as discussed below, the tax benefits ~~recognized~~associated with employee equity plans, the effect of income earned by certain overseas entities being taxed at rates lower than the federal statutory rate, the federal research and development credit benefit, and the release of unrecognized tax benefits due to statute expiration in various jurisdictions, partially offset by the U.S. tax on foreign earnings and state income taxes (net of the federal benefit).

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Our effective tax rates for 2022 differed from the U.S. federal statutory rate of 21% primarily due to the tax benefits associated with employee ~~share-based compensation,~~equity plans, the effect of income earned by certain overseas entities being taxed at rates lower than the federal statutory rate, and the federal research and development credit benefit, partially offset by the U.S. tax on foreign earnings and state income taxes (net of the federal benefit). ~~In addition, our 2020~~

Our lower effective tax rate ~~reflected a $39.3 million~~for the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily due to the increase in ~~income~~Swiss deferred tax ~~expense~~assets, as discussed below, and lower U.S. tax on foreign earnings.

Our provision for income taxes for 2023 reflected Swiss tax benefits of $92.3 million, net of a $67.3 million valuation allowance, related to certain tax assets recorded by our ~~2019 tax rate reflected~~Swiss entity. In addition, a ~~$51.3~~one-time net benefit of $67.1 million ~~benefit associated with~~was recorded from the re-measurement of our Swiss deferred tax assets ~~due to a~~resulting from the Swiss ~~statutory~~cantonal tax rate increase enacted in December 2023 for years after 2024 as ~~part~~well as a Swiss cantonal tax rate increase from the discontinuation of our 2017 Swiss tax ~~reform in August 2019.~~ruling, which was deemed effective as of January 1, 2023.

Our ~~2020, 2019, and 2018 provisions~~provision for income taxes for 2023 and 2022 included excess tax benefits associated with employee equity plans of ~~$166 million, $147~~$108 million and ~~$116~~$99 million, respectively, which reduced our effective tax rate by ~~13.8, 9.8,~~5.5 and ~~9.1~~6.1 percentage points, respectively. The amount of excess tax benefits or deficiencies will fluctuate from period to period based on the price of our stock, the volume of share-based awards settled or vested, and the value assigned to employee equity awards under ~~U.S.~~ GAAP, which results in increased income tax expense volatility.

~~We intend to repatriate earnings from our Swiss subsidiary and our joint venture~~On August 16, 2022, the Inflation Reduction Act was enacted in ~~Hong Kong, as needed, and~~ the U.S. and ~~foreign~~introduced a 15% alternative minimum tax ~~implications~~based on the financial statement income of ~~such repatriations are not expected to be significant. We will continue to indefinitely reinvest earnings~~certain large corporations (“CAMT”), effective January 1, 2023. There is no impact on our provision for income taxes from the ~~rest of our foreign subsidiaries, which are not significant.~~

~~In July 2015, a U.S. Tax Court opinion (the “2015 Opinion”) was issued involving an independent third party related to charging foreign subsidiaries~~CAMT for share-based compensation. Based on the findings of the U.S. Tax Court, direct share-based compensation had been excluded from our intercompany charges starting in 2015. In June 2019, the Ninth Circuit Court of Appeals (the "Ninth Circuit") reversed the 2015 Opinion (the “Ninth Circuit Opinion”). Subsequently, a re-hearing of the case was requested, but was denied in November 2019. In February 2020, a petition was filed to appeal the Ninth Circuit Opinion to the U.S. Supreme Court. The petition was denied by the U.S. Supreme Court on June 22, 2020, which makes the Ninth Circuit Opinion binding precedent in the Ninth Circuit. As a result, we recorded an increase in the income tax provision of $39.3 million during the year ended December 31, ~~2020.~~2023.

In 2021, the OECD established an Inclusive Framework on Base Erosion and Profit Shifting and agreed on a two-pillar solution (“Pillar Two”) to global taxation, focusing on global profit allocation and a 15% global minimum effective tax rate. On December 15, 2022, the European Union member states agreed to implement the OECD’s global minimum tax rate of 15%. The OECD issued Pillar Two model rules and continues to release guidance on these rules. The Inclusive Framework calls for tax law changes by participating countries to take effect in 2024 and 2025. Various countries have enacted or have announced plans to enact new tax laws to implement the global minimum tax. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and there is no impact to our tax provision for the year ended December 31, 2023. We will continue to ~~monitor future IRS actions or other developments regarding this matter and will assess~~evaluate the impact of ~~any such developments to our income~~these tax ~~provision in the quarter that they occur. We are treating share-based compensation expense in accordance with the Ninth Circuit Opinion for 2020 and~~law changes on future reporting periods.

We file federal, state, and foreign income tax returns in many jurisdictions in the U.S. and ~~abroad.~~OUS. Years ~~prior to~~before 2016 are considered closed for most significant jurisdictions. Certain of our unrecognized tax benefits could ~~reverse based on~~change due to activities of various tax authorities, including evolving interpretations of existing tax laws in the jurisdictions in which we operate, potential assessment of additional tax, possible settlement of audits, or through normal expiration of various statutes of limitations, which could affect our effective tax rate in the period in which they ~~reverse.~~change. Due to the uncertainty related to the timing and potential outcome of audits, we cannot estimate the range of reasonably possible changes in unrecognized tax benefits that may occur in the next 12 months.

We are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

Net Income ~~(Loss)~~ Attributable to Noncontrolling Interest in Joint Venture

The Company’s ~~majority-owned joint venture (the “Joint Venture”)~~Joint Venture with ~~Shanghai~~ Fosun ~~Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”), a subsidiary of Fosun International Limited,~~Pharma was established to research, develop, manufacture, and sell robotic-assisted, catheter-based medical devices. The Joint Venture is owned 60% by us and 40% by Fosun Pharma and is located in China. The catheter-based technology will initially target early diagnosis and cost-effective treatment of lung cancer, one of the most commonly diagnosed forms of cancer in the world. Distribution of catheter-based medical devices in China will be conducted by the ~~joint venture,~~Joint Venture, while distribution outside of China will be conducted by us.

In January 2019, the Joint Venture acquired certain assets, including distribution rights, customer relationships, and certain personnel, from Chindex and its affiliates, a subsidiary of Fosun Pharma, and began direct operations for da Vinci products and services in China. As of December 31, ~~2020,~~2023, the companies have contributed $55 million of up to $100 million required by the joint venture agreement.

~~We do not expect~~ Following approval in June 2023 by China’s NMPA for a local version of our da Vinci Xi surgical system, in August 2023, our Intuitive-Fosun Pharma Joint Venture received a manufacturing license that permits the Joint Venture to ~~generate revenue~~manufacture our da Vinci Xi surgical system for sale to customers in 2021 related to the sale of robotic-assisted, catheter-based medical devices. There can be no assurance that we and the Joint Venture will successfully commercialize such products. There can also be no assurance that the Joint Venture will not require additional contributions to fund its business, that the Joint

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~~Venture will continue to be profitable, or that the acquired Chindex assets will be successfully integrated and the expected benefits will be realized.~~China.

Net income (loss) attributable to noncontrolling interest in Joint Venture for the year ended December 31, 2020, was $6.2 million, compared to $2.5 million for the year ended December 31, 2019, and $(2.9) million for the year ended December 31, 2018. The increase in net income attributable to noncontrolling interest in Joint Venture for the year ended December 31, ~~2020,~~2023, was ~~primarily due~~$19.3 million, compared to $22.1 million for the ~~increase in sales in China, partially offset by re-measurement losses related to the contingent consideration from the acquisition.~~year ended December 31, 2022.

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Liquidity and Capital Resources

Sources and Uses of Cash and Cash Equivalents

Our principal source of liquidity is cash provided by our operations and by the issuance of common stock through the exercise of stock options and our employee stock purchase program. Cash and cash equivalents plus short- and long-term investments increased by ~~$1.02~~$0.60 billion to ~~$6.87~~$7.34 billion as of December 31, ~~2020,~~2023, from ~~$5.85~~$6.74 billion as of December 31, ~~2019,~~2022, primarily as a result of cash provided by operating activities, proceeds from stock option exercises and employee stock purchases, and unrealized gains on interest-bearing debt securities classified as available for sale, partially offset by cash used for capital expenditures and share repurchases. Cash and cash equivalents plus short- and long-term investments decreased by $1.88 billion to $6.74 billion as of December 31, 2022, from $8.62 billion as of December 31, 2021, primarily from cash used in share repurchases, capital expenditures, and taxes paid related to net share settlements of equity awards, as well as unrealized losses on interest-bearing debt securities classified as available for sale, offset by cash provided by our operations and proceeds from stock option exercises and employee stock purchases, partially offset by capital expenditures, taxes paid related to net share settlements of equity awards, and share repurchases. Cash and cash equivalents plus short- and long-term investments increased by $1.02 billion to $5.85 billion as of December 31, 2019, from $4.83 billion as of December 31, 2018, primarily from cash provided by our operations, partially offset by capital expenditures and share repurchases.purchases.

Our cash requirements depend on numerous factors, including market acceptance of our products, the resources we devote to developing and supporting our products, and other factors. We expect to continue to devote substantial resources to expand procedure adoption and acceptance of our products. We have made substantial investments in our commercial operations, product development activities, facilities, and intellectual property. Based ~~upon~~on our business model, we anticipate that we will continue to be able to fund future growth through cash provided by our operations. We believe that our current cash, cash equivalents, and investment balances, together with income to be derived from ~~the sale of~~ our ~~products,~~business, will be sufficient to meet our liquidity requirements for the foreseeable future. However, ~~as a result of the COVID-19 pandemic,~~ we ~~expect to~~may experience reduced cash flow from operations as a result of ~~decreased revenues~~the risk of a recession along with other macroeconomic and ~~extending payment terms on sales and operating lease and usage-based arrangements.~~geopolitical headwinds.

As of December 31, ~~2020, $556~~2023, $521 million of our cash, cash equivalents, and investments was held by foreign subsidiaries. We intend to repatriate earnings from our Swiss subsidiary and our joint venture in Hong Kong, as needed, since the U.S. and foreign tax implications of such repatriations are not expected to be significant. We will continue to indefinitely reinvest earnings from the rest of our foreign subsidiaries ~~which are~~and do not expect the tax implications of repatriating these earnings to be significant.

See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for discussion on the impact of interest rate risk and market risk on our investment portfolio.

Consolidated Cash Flow Data

The following table summarizes our cash flows for the years ended December 31, ~~2020, 2019,~~2023, 2022, and ~~2018:~~2021 (in millions):


		Years Ended December 31,						Years Ended December 31,
		2020		2019		2018		2023	2022	2021
(in millions)
Net cash provided by (used in)

Net cash provided by (used in):
Net cash provided by (used in):
Net cash provided by (used in):
Operating activities
Operating activities
Operating activities	Operating activities	$	1,484.8	$	1,598.2	$	1,169.6
Investing activities	Investing activities	(940.6)		(1,154.4)		(1,049.6)
Financing activities	Financing activities	(85.7)		(168.4)		126.3
Effect of exchange rates on cash, cash equivalents, and restricted cash	Effect of exchange rates on cash, cash equivalents, and restricted cash	(2.6)		(2.2)		(0.1)
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	$	455.9	$	273.2	$	246.2

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Operating Activities

For the year ended December 31, ~~2020,~~2023, net cash provided by operating activities of ~~$1.48~~$1.81 billion ~~exceeded~~was less than our net income of ~~$1.07~~$1.82 billion, primarily due to the following factors:

1.Our net income included non-cash charges of ~~$691~~$774 million, consisting primarily of the following significant items: share-based compensation of ~~$395~~$593 million; depreciation expense and losses on the disposal of property, plant, and equipment of ~~$226~~$402 million; changes in deferred income taxes of ~~$58~~$(281) million; ~~gains on investments, accretion, and~~deferred commission amortization ~~net,~~ of ~~$55~~$33 million; and intangible asset amortization of ~~intangible assets of $50~~$20 million.

2.The non-cash charges outlined above were partially offset by changes in operating assets and liabilities that resulted in ~~$273~~$778 million of cash used byin operating activities during the year ended December 31, ~~2020.~~2023. Inventory, including the transfer of equipment from inventory to property, plant, and equipment, increased by ~~$170~~$713 million, primarily ~~due~~ to address the ~~increased number of systems under operating lease and usage-based arrangements and build-up~~growth in the business as well as to mitigate risks of disruption that could arise from ~~trade,~~ supply or other ~~matters, such as~~matters. Refer to the ~~COVID-19 pandemic. Prepaid expenses and other assets~~supplemental cash flow information in Note 4 to the Consolidated Financial Statements for further details. Accounts receivable increased by ~~$112~~$186 million ~~primarily due to an increase in leasing and an increase in deferred commissions. Accounts payable decreased by $32 million,~~, primarily due to the timing of ~~payments. Accrued compensation~~billings and ~~employee benefits~~collections,

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and other accrued liabilities decreased by ~~$17~~$33 million, primarily due to ~~the~~ timing of ~~bonus~~income tax payments. The unfavorable impact of these items on cash provided by operating activities was partially offset by ~~a $37 million increase in other liabilities, primarily due to additional income tax reserves, and a $15 million~~an increase in deferred revenue by $53 million, primarily due to collections of payments related to future services, an increase in accounts payable by $42 million, primarily due to the ~~effects~~timing of ~~the Customer Relief Program.~~billing and payments, an increase in accrued compensation and employee benefits by $35 million, primarily due to higher headcount and higher variable compensation, and a decrease in prepaid expenses and other assets by $24 million, primarily due to a decrease in net investments in sales-type leases.

For the year ended December 31, ~~2019,~~2022, net cash provided by operating activities of ~~$1.60~~$1.49 billion exceeded our net income of ~~$1.38~~$1.34 billion, primarily due to the following factors:

1.Our net income included non-cash charges of ~~$538~~$766 million, consisting primarily of the following significant items: share-based compensation of ~~$336~~$513 million; depreciation expense and losses on the disposal of property, plant, and equipment of ~~$160~~$338 million; changes in deferred income taxes of $(185) million; and net losses on investments, accretion, and amortization of ~~intangible assets of $43~~$49 million.

2.The non-cash charges outlined above were partially offset by changes in operating assets and liabilities that resulted in ~~$322~~$619 million of cash used in operating activities during the year ended December 31, ~~2019.~~2022. Inventory, including the transfer of equipment from inventory to property, plant, and equipment, increased by ~~$361~~$547 million, primarily ~~due to the increased number of systems under operating lease and usage-based arrangements and build-up~~ to address the growth in the business as well as to mitigate risks of disruption that could arise from trade, supply, or other matters. Refer to further details in the supplemental cash flow information in Note 4 to the Consolidated Financial Statements. Accounts receivable increased by $159 million, primarily due to the timing of billings and collections. Prepaid expenses and other assets increased by ~~$117~~$129 million, primarily due to an increase in ~~leasing, an increase~~net investments in ~~deferred commissions,~~sales-type leases and an increase in ~~prepaid taxes, driven by the timing of tax payments.~~ recoverable VAT related to growth in our OUS activities. The unfavorable impact of these items on cash provided by operating activities was partially offset by a ~~$57~~$122 million increase in other liabilities, primarily due to additional accruals related to capital expenditures and timing of income tax payments, a $52 million increase in accrued compensation and employee benefits, primarily due to higher headcount and variable compensation, and a ~~$39~~$21 million ~~decrease~~increase in accounts ~~receivable,~~payable, primarily due to the timing of ~~collections,~~billing and ~~a $36 million increase in deferred revenue, primarily due to the increased volume of sales contracts.~~payments.

Investing Activities

Net cash used in investing activities for the year ended December 31, ~~2020,~~2023, consisted primarily of ~~purchases of investments (net of proceeds from sales and maturities of investments) of $561 million,~~$1.06 billion paid for the acquisition of property, plant, and equipment, partially offset by proceeds from maturities and sales of ~~$342 million, and the Orpheus Medical acquisition,~~investments, net of purchases, of $0.71 billion.

Net cash ~~acquired,~~provided by investing activities for the year ended December 31, 2022, consisted primarily of ~~$38 million.~~proceeds from maturities and sales of investments, net of purchases, of $1.92 billion, partially offset by $532 million paid for the acquisition of property, plant, and equipment.

Net cash used in investing activities for the year ended December 31, ~~2019,~~2021, consisted primarily of purchases of investments, ~~(net~~net of proceeds from maturities and sales, of $2.10 billion and ~~maturities of investments) of $669~~$340 million paid for the acquisition of property, plant, and ~~equipment of $426 million, and the acquisition of businesses, net of cash acquired, of $60 million.~~

Net cash provided by investing activities for the year ended December 31, 2018, consisted of purchases of investments (net of proceeds from sales and maturities of investments) of $774 million, the acquisition of property and equipment of $187 million, and the acquisition of businesses of $88 million.equipment.

We invest predominantly in high quality, fixed income securities. Our investment portfolio may, at any time, contain investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, cash deposits, and money market funds.

Financing Activities

Net cash used in financing activities for the year ended December 31, 2020, consisted primarily of taxes paid on behalf of employees related to net share settlements of vested employee equity awards of $175 million, cash used in the repurchase of approximately 0.2 million shares of our common stock in the open market for $134 million, and the payment of deferred purchase consideration of $85 million, partially offset by proceeds from stock option exercises and employee stock purchases of $309 million.

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~~Net cash used in financing activities for the year ended December 31, 2019,~~2023, consisted primarily of cash used in the repurchase of approximately ~~0.6~~1.7 million shares of our common stock ~~in the open market~~ for ~~$270~~$416 million and taxes paid on behalf of employees related to net share settlements of vested employee equity awards of ~~$159~~$165 million, partially offset by proceeds from stock option exercises and employee stock purchases of ~~$273~~$296 million.

Net cash used in financing activities for the year ended December 31, 2022, consisted primarily of cash used in the repurchase of approximately 11.2 million shares of our common stock for $2.61 billion, 8.5 million shares of which related to accelerated share buyback programs executed and settled during 2022 and further described in Note 9 to the Consolidated Financial Statements, and taxes paid on behalf of employees related to net share settlements of vested employee equity awards of $194 million, partially offset by proceeds from stock option exercises and employee stock purchases of $234 million.

Net cash provided by financing activities for the year ended December 31, ~~2018,~~2021, consisted primarily of proceeds from stock option exercises and employee stock purchases of ~~$237~~$277 million, partially offset by taxes paid on behalf of employees related to net share settlements of vested employee equity awards of ~~$120~~$212 million and the payment of deferred purchase consideration of $22 million.

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Capital Expenditures

Our ~~business is not~~ capital ~~equipment intensive. However,~~expenditures are increasing as we continue to build the Company to supply our customers with highly differentiated products manufactured in highly automated factories to facilitate outstanding performance in product quality, availability, and cost. A significant portion of this investment involves the ~~growth~~construction of facilities to expand our manufacturing and commercial capabilities. We have also been vertically integrating key technologies to develop a more robust supply chain and bring important products to market at attractive price points. These investments include increased ownership of our ~~business~~imaging pipelines, and ~~our~~ investments in ~~property~~strategic instruments and ~~facilities and in manufacturing automation, capital investments in these areas have increased.~~accessories technologies that allow us to serve our customers better. We expect these capital investments to ~~exceed $300 million~~range between $1 billion and $1.2 billion in ~~2021 and remain in a relatively consistent range in 2022.~~2024, the majority of which will be facilities-related investments. We intend to fund these ~~needs~~capital investments with cash generated from operations.

Contractual Obligations and Commercial Commitments

~~We have the following contractual obligations and commercial commitments as of December 31, 2020:~~

Payments due by period
Total Less than
1 year 1 to 3 years 3 to 5 years More than 5 years
Operating leases (Note 6) $ 88.8 $ 22.7 $ 32.5 $ 18.6 $ 15.0
Purchase commitments and obligations 629.5 622.4 7.1 — —
2017 Tax Act deemed repatriation tax 203.8 21.4 61.7 120.7 —
Total $ 922.1 $ 666.5 $ 101.3 $ 139.3 $ 15.0

Operating leases. We lease spaces for our operations in the U.S. as well as in Japan, China, Israel, Mexico, ~~China,~~Germany, South Korea, the United Kingdom, India, and other ~~foreign~~ countries. We also lease automobiles for certain sales and field service employees. These leases have varying terms of up to 1520 years. Operating lease amounts include future minimum lease payments under all of our non-cancellable operating leases with an initial term in excess of one year. Refer to Note 6 to the Consolidated Financial Statements included in Part II, Item 8 for further details.

Purchase commitments and obligations. Total purchase commitments and obligations as of December 31, 2023, are estimated to be $2.37 billion, of which $2.13 billion is expected to be due within a year. These amounts include an estimate of all open purchase orders and contractual obligations in the ordinary course of business, including commitments with contract manufacturers and suppliers for which we have not received the goods or services, commitments for capital expenditures, ~~and~~including construction-related activities, for which we have not received the goods or services, and commitments for the acquisition and licensing of intellectual property. ~~A majority~~Approximately one third of ~~these~~our estimated purchase commitments and obligations are ~~due within a year.~~facilities-related. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule, ~~and~~or adjust our requirements based on our business needs prior to the delivery of goods or performance of services. In addition to the above, we have committed to ~~make~~making potential future milestone payments to third parties as part of licensing, collaboration, and development arrangements. Payments under these agreements generally become due and payable only upon achievement of certain developmental, regulatory, and/or commercial milestones. For instances in which the achievement of these milestones is neither probable nor reasonably estimable, such contingencies have not been recorded on our Consolidated Balance ~~Sheets and have not been included in the table above.~~Sheets.

2017 Tax Act deemed repatriation tax. As of December 31, ~~2020,~~2023, our obligation associated with the deemed repatriation tax is ~~$204~~$121 million, of which $54 million is due within a year. The remaining balance is expected to be paid in ~~installments in accordance with the 2017 Tax Act.~~2025.

We are unable to make a reasonably reliable estimate as to when payments may occur for our unrecognized tax benefits. ~~Therefore, our liability for unrecognized tax benefits is not included in the table above.~~

Off-Balance Sheet Arrangements

As of December 31, ~~2020,~~2023, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of ~~SEC~~ Regulation S-K promulgated under the Exchange Act.

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Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in conformity with ~~U.S. generally accepted accounting principles (“U.S. GAAP”),~~GAAP, which requires us to make judgments, estimates, and assumptions. See “Note 2. Summary of Significant Accounting Policies,” in Notes to the Consolidated Financial Statements, which is included in “Item 8. Financial Statements and Supplementary Data,” ~~which describes~~for a description of our significant accounting policies and methods used in the preparation of our Consolidated Financial Statements. The methods, estimates, and judgments that we use in applying our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our most critical accounting estimates include:

•the valuation and recognition of investments, which impacts our investment portfolio balance when we assess fair value and interest and other income, net, when we record impairments;

•the standalone selling prices used to allocate the contract consideration to the individual performance obligations, which impacts revenue recognition;

•the ~~allowance for sales returns and doubtful accounts, which impacts revenue;~~

•~~the~~ valuation of inventory, which impacts gross profit margins;

•the valuation of and assessment of the recoverability of intangible assets and ~~their~~goodwill and the estimated useful lives of intangible assets, which primarily impacts gross profit margin or operating expenses when we record asset impairments or accelerate their amortization;

•~~the valuation and recognition~~Table of ~~share-based compensation, which impacts gross profit margin and operating expenses;~~Contents

•the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions), which impact our provision for taxes; and

•the estimate of probable loss associated with legal contingencies, which impacts accrued liabilities and operating expenses.

Investments Valuation

Fair Value. Our ~~investment portfolio~~investments may include, at any time, ~~contain~~a diversified portfolio of cash equivalents and short- and long-term investments in a variety of high-quality securities, including money market funds, U.S. ~~treasuries~~treasury and U.S. government agency securities, ~~non-U.S. government securities, taxable and/or tax-exempt municipal notes,~~ corporate notes and bonds, commercial paper, ~~cash deposits, money market funds,~~non-U.S. government agency securities, and municipal notes, as well as equity investments with and without readily determinable value. The assessment of the fair value of investments can be difficult and subjective. ~~U.S.~~ GAAP establishes three levels of inputs that may be used to measure fair value. Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Valuation of Level 1 and 2 instruments generally do not require significant management judgment, and the estimation is not difficult. Level 3 instruments include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. There were no Level 3 securities for the periods presented.

After determining the fair value of our available-for-sale instruments, we identify instruments with an amortized cost basis in excess of their estimated fair value. Available-for-sale instruments in an unrealized loss position are written down to fair value through a charge to interest and other income, net in the Consolidated Statements of Income, if we intend to sell the security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis. For the remaining securities, we assess what amount of the excess, if any, is caused by expected credit losses. Factors considered in determining whether a credit-related loss exists include the financial condition and near-term prospects of the investee, the extent of the loss related to the credit of the issuer, and the expected cash flows from the security. These judgments could prove to be wrong, and companies with relatively high credit ratings and solid financial conditions may not be able to fulfill their obligations.

Additionally, we have investments in equity securities without readily determinable fair values, which are generally recorded at cost, plus or minus subsequent observable price changes in orderly transactions for identical or similar investments, less impairments. As part of our assessment for impairment indicators, we consider significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment these investments operate. If our qualitative assessment indicates the investments are impaired, the fair value of these equity securities would be estimated, which would involve a significant degree of judgement and subjectivity.

No significant impairment charges were recorded during the years ended December 31, ~~2020, 2019,~~2023, 2022, and ~~2018.~~2021. As of December 31, ~~2020,~~2023, and ~~2019,~~2022, net unrealized losses on investments of ~~$29.5~~$29.7 million and ~~$20.4~~$154.2 million, net of tax, respectively, were included in accumulated other comprehensive ~~income/(loss).~~

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loss.

Revenue recognition. Our system sale arrangements contain multiple products and services, including system(s), system components, system accessories, instruments, accessories, and ~~service.~~services. Other than ~~service,~~services, we generally deliver all of the products upfront. Each of these products and services is a distinct performance obligation. System accessories, instruments, accessories, and ~~service~~services are also sold on a standalone basis.

For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a standalone selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer, and market conditions. We regularly review standalone selling prices and maintain internal controls over establishing and updating these estimates.

Our system sales arrangements generally include a five-year period of service. The first year of service is generally free and included in the system sale arrangement, and the remaining four years are billed at a stated service price. Revenue that is allocated to the service obligation is deferred and recognized ratably over the service period.

~~Allowance for sales returns and doubtful accounts~~. We record estimated reductions in revenue for potential returns of certain products by customers. As a result, management must make estimates of potential future product returns related to current period product revenue. In making such estimates, management analyzes historical returns, current economic trends and changes in customer demand and acceptance of our products. If management were to make different judgments or utilize different estimates, material differences in the amount of reported revenue could result.

Similarly, we make estimates of the collectability of accounts receivable, especially analyzing the aging and nature of accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends, and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations are undertaken for all major sales transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts receivable aging report and provide an allowance in an amount that we deem adequate for doubtful accounts. If management were to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses could result.

Inventory valuation. Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis. The cost basis of our inventory is reduced for any products that are considered ~~excessive~~excess or obsolete based ~~upon~~on assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which could have a material adverse effect on the results of our operations.

~~Intangible assets.~~Valuation of intangible assets and goodwill. We allocate the fair value of purchase consideration, including contingent consideration, to assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date. The excess of the fair value of the purchase consideration over the fair value of assets acquired, liabilities assumed, and any noncontrolling interest is recorded as goodwill. When determining the fair value of assets acquired, liabilities assumed, and any noncontrolling interest, management is required to make certain estimates and assumptions, especially with respect to intangible assets. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, the discount rate used to determine the present value of these cash flows, and the determination of the assets’ life cycle. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made.

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Our intangible assets include identifiable intangible assets and goodwill. Identifiable intangible assets include developed technology, patents, distribution rights, customer relationships, licenses, and non-competition arrangements. ~~All~~Currently, all of our identifiable intangible assets have finite lives. Goodwill and intangible assets with indefinite lives are subject to an annual impairment review (or more frequent if impairment indicators arise) by applying a fair value-based test. There have been no such impairments.

Identifiable intangible assets with finite lives are subject to impairment testing and are reviewed for impairment when events or circumstances indicate that the carrying value of an asset is not recoverable and its carrying amount exceeds its fair value. We evaluate the recoverability of the carrying value of these identifiable intangible assets based on estimated undiscounted cash flows to be generated from such assets. If the cash flow estimates or the significant operating assumptions upon which they are based change in the future, we may be required to record additional impairment charges.

The valuation and classification of intangible assets and goodwill and the assignment of useful lives for purposes of amortization involves judgments and the use of estimates. The evaluation of these intangible assets and goodwill for impairment under established accounting ~~guidelines~~principles is required on a recurring basis. Changes in business conditions could potentially require future adjustments to the assumptions made. When we determine that the useful lives of assets are shorter than we had originally estimated, we accelerate the rate of amortization over the assets’ new, shorter useful lives. No impairment ~~charge~~charges or accelerated amortization ~~was~~were recorded for the years ended December 31, ~~2020, 2019,~~2023, 2022, and ~~2018.~~2021. A considerable amount of judgment is required in assessing impairment, which includes financial forecasts. If conditions are different from management’s current estimates, material write-downs of long-lived assets may be required, which would adversely affect our operating results.

~~Business combinations.~~ We allocate the fair value of the purchase consideration, including contingent consideration, to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the fair value of the purchase consideration over the fair value of assets acquired, liabilities assumed, and any noncontrolling interest is recorded as goodwill. When determining the fair value of assets acquired, liabilities assumed, and any noncontrolling interest, management is required to make certain estimates and assumptions, especially with respect to intangible assets. The estimates

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and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, the discount rate used to determine the present value of these cash flows, and the determination of the assets’ life cycle. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made.

~~Accounting for stock options.~~ We account for share-based compensation in accordance with the fair value recognition provisions of U.S. GAAP. We use the Black-Scholes-Merton option-pricing model, which requires the input of highly subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them and the estimated volatility of our common stock price over the expected term. The assumptions for expected volatility and expected term are the two assumptions that most significantly affect the grant date fair value of stock options. Changes in expected risk-free rate of return do not significantly impact the calculation of fair value and determining this input is not highly subjective.

We use implied volatility based on our traded options in the open market, as we believe implied volatility is more reflective of market conditions and a better indicator of expected volatility than historical volatility. In determining the appropriateness of relying on implied volatility, we considered the following:

•~~the sufficiency of the trading volume of our traded options;~~

•~~the ability to reasonably match the terms, such as the date of the grant and the exercise price of our traded options to options granted; and~~

•~~the length of the term of our traded options used to derive implied volatility.~~

The expected term represents the weighted-average period that our stock options are expected to be outstanding. The expected term is based on the observed and expected time to exercise. We determine expected term based on historical exercise patterns and our expectation of the time it will take for employees to exercise options still outstanding.

Changes in these subjective assumptions can materially affect the estimate of the fair value of stock options and, consequently, the related amount of share-based compensation expense recognized in the Consolidated Statements of Income.

Accounting for income taxes. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets in accordance with ~~U.S.~~ GAAP. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or decrease toin our tax provision in the current period or subsequent ~~period.~~periods.

WeAlso, we must assess the likelihood that we will be able to recover our deferred tax assets. In the event that all or part of our deferred tax assets are not recoverable in the future, we must increase our provision for taxes by recording a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be recoverable. In order for our deferred tax assets to be recoverable, we must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. We consider forecasted income, including income that may be generated as a result of certain tax planning strategies, together with future reversals of existing taxable temporary differences, in determining the need for a valuation allowance. As of December 31, ~~2020,~~2023, we believe that it is more likely than not that our deferred tax assets will ultimately ~~will~~ be recovered, with the exception of our California deferred tax assets and a portion of our Swiss deferred tax assets. We believe that, due to the computation of California taxes under the single sales factor, it is more likely than not that our California deferred tax assets of $202.5 million will not be realized. Additionally, given certain limitations prescribed by the Swiss tax authority on the utilization of some of our Swiss deferred tax assets, we believe that it is more likely than not that $67.3 million of the Swiss deferred tax assets will not be realized based on the future forecasted income of our Swiss entity. Our ability to realize the deferred tax assets could be reduced in the future if our estimates of future forecasted income do not support the realization of our deferred tax assets. Should there be a change in our ability to ~~recover~~realize our deferred tax assets, our tax provision would be affected in the period in which such change takes place.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If we determine that a tax position will more likely than not be sustained on audit, then the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effective settlement of audit issues, and new audit activity. Such a change in the recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

Accounting for legal contingencies. From time to time, we are involved in a number of legal proceedings involving product liability, intellectual property, shareholder derivative actions, securities class actions, insurance, employee-related, and other matters. We record a liability and related charge to earnings in our Consolidated Financial Statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. Our assessment is re-evaluated each accounting period and is based on all available information, including discussion with any outside legal counsel that

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represents us. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be

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estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a loss is reasonably possible, but not probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the Notes to the Consolidated Financial Statements.

When determining the estimated probable loss or range of losses, significant judgment is required to be exercised in order to estimate the amount and timing of the loss to be recorded. Estimates of probable losses resulting from litigation are inherently difficult to make, particularly when the matters are in early procedural stages with incomplete facts and information. The final outcome of legal proceedings is dependent on many variables and is difficult to predict and, therefore, the ultimate cost to entirely resolve such matters may be materially different than the amount of current estimates. Consequently, new information or changes in judgments and estimates could have a material adverse effect on our business, financial condition, and results of operations or cash flows.

RECENT ACCOUNTING PRONOUNCEMENTS

See “Note 2. Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” for ~~a full description of~~additional information regarding recent accounting pronouncements, including the respective expected dates of adoption and estimated effects, if any, on our Consolidated Financial Statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate and Market Risk

The primary objective of our investment activities is to preserve principal while supporting ~~the Company's~~our liquidity requirements. To achieve this objective, we maintain a diversified portfolio of cash equivalents and short- and long-term investments in a variety of ~~high quality~~high-quality securities, including money market funds, U.S. treasury and U.S. government agency securities, ~~taxable and tax-exempt municipal notes,~~ corporate notes and bonds, commercial paper, non-U.S. government agency securities, ~~cash deposits,~~ and ~~money market funds.~~municipal notes. The securities are classified as available-for-sale and consequently are recorded at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive loss. The weighted average duration of our portfolio as of December 31, ~~2020,~~2023, was approximately ~~0.7~~0.8 years. If interest rates rise, the market value of our investments may decline, which could result in a realized loss if we are forced to sell an investment before its scheduled maturity. A hypothetical increase or decrease in interest ~~rate~~rates by 25 basis points would have resulted in a decrease or increase in the fair value of our net investment position of approximately ~~$10.5~~$14 million, respectively, as of December 31, ~~2020.~~2023. We do not utilize derivative financial instruments to manage our interest rate risks.

Uncertain financial markets could result in a tightening in the credit markets, a reduced level of liquidity in many financial markets, and extreme volatility in fixed income and credit markets. The credit ratings of the securities we have invested in could deteriorate and may have an adverse impact on the carrying value of these investments.

Foreign Exchange Risk

The majority of our revenue, expense, and capital purchasing activities are transacted in U.S. dollars. However, we generally sell our products and services in local currencies where we have direct distribution channels. We operate in a number of markets on a direct sales basis and incur operating expenses in local currencies. We also purchase certain product components from non-U.S. suppliers in local currency. As a result, because a portion of our operations ~~consist~~consists of sales activities outside of the U.S., we have foreign exchange exposures to non-U.S. dollar revenues, operating expenses, accounts receivable, accounts payable, and foreign currency bank balances.

For the year ended December 31, ~~2020,~~2023, sales denominated in foreign currencies were approximately ~~23%~~25% of total revenue. The objective of our hedging program is to mitigate the impact of changes in currency exchange rates on our net cash flow from foreign ~~currency denominated~~currency-denominated sales and expenses. For the year ended December 31, ~~2020,~~2023, our revenue would have decreased by approximately ~~$72.6~~$121 million if the U.S. dollar exchange rate strengthened by 10%. We also hedge the net recognized non-functional currency balance sheet exposures with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. A 10% strengthening of the U.S. dollar exchange rate against all currencies to which we have exposure, after considering foreign currency hedges and offsetting positions as of December 31, ~~2020,~~2023, would have resulted in an approximately ~~$1.7~~$1 million increase in the carrying amounts of those net assets. Actual gains and losses in the future may differ materially from the hypothetical gains and losses discussed above based on changes in the timing and amount of foreign currency exchange rate movements and our actual exposure and hedging transactions. Bank counterparties to foreign exchange forward contracts expose us to credit-related losses in the event of their nonperformance. To mitigate that risk, we only contract with counterparties that meet certain minimum requirements under our counterparty risk assessment process. We monitor credit ratings and potential downgrades on at least a quarterly basis. Based on our ongoing assessment of counterparty risk, we will adjust our exposure to various counterparties.

Although we sell to distributors outside of the U.S. in U.S. dollars, strengthening of the dollar can impact our distributors’ margins and could impact the end customers’ ability to purchase our ~~product~~products if our distributors seek to recover the impact of the change in the dollar by increasing product and service prices. Less than 10% of our revenue is conducted through distributors outside of the U.S. Strengthening of the dollar relative to non-U.S. currencies could have an adverse impact on our business.

Our operations outside of the U.S. are subject to risks typical of operations outside of the U.S. including, but not limited to, differing economic conditions, changes in the political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index To Consolidated Financial Statements

All other schedules have been omitted, because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Intuitive Surgical, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Intuitive Surgical, Inc. and its subsidiaries (the “Company”) as of December 31, ~~2020~~2023 and ~~2019,~~2022, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, ~~2020,~~2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2020,~~2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020~~2023 and ~~2019,~~2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2020~~2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2020,~~2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

~~Change in Accounting Principle~~

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, in 2018.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Determination of Standalone Selling Prices Related to System Sale Arrangements

As described in Notes 2 and 5 to the consolidated financial statements, the Company recognized ~~$1,178.9~~$1,679.7 million of systems revenue, during the year ended December 31, ~~2020.~~2023. The ~~Company's~~Company’s system sale arrangements include a combination of the following performance obligations: system(s); system components; system accessories; instruments; accessories; and system service. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then management estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, and type of customer.

The principal considerations for our determination that performing procedures relating to the determination of standalone selling prices related to system sale arrangements is a critical audit matter are the significant judgment by management when determining estimates of standalone selling prices, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the estimates of standalone selling prices used to allocate the transaction price of an arrangement to each distinct performance obligation.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls over the revenue recognition process, including controls over the determination of the estimates of standalone selling prices. These procedures also included, among others, (i) testing ~~management's~~management’s process for determining the estimates of standalone selling prices; (ii) evaluating the appropriateness of the overall methodology used by management to develop the estimates, including the appropriateness of the data inputs related to the products and services, geographies, and type of customer used in the methodology; (iii) testing the completeness and accuracy of the data used in the methodology; and (iv) testing the accuracy of ~~management's~~management’s calculations of estimated selling prices.

/s/ PricewaterhouseCoopers LLP

San Jose, California

~~February 9, 2021~~January 31, 2024

We have served as the Company’s auditor since 2014.

7989

Table of Contents

INTUITIVE SURGICAL, INC.

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT PAR VALUE AMOUNTS)


		December 31,					December 31,
		2020		2019			2023	2022
ASSETS	ASSETS
Current assets:	Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	1,622.6	$	1,167.6
Short-term investments	Short-term investments	3,488.8		2,054.1
Accounts receivable, net of allowances of $17.7 and $8.3 as of December 31, 2020, and 2019, respectively		645.5		645.2
Accounts receivable, net of allowances of $27.1 and $22.4 as of December 31, 2023, and 2022, respectively
Inventory	Inventory	601.5		595.5
Prepaids and other current assets	Prepaids and other current assets	267.5		200.2

Total current assets	Total current assets	6,625.9		4,662.6
Property, plant, and equipment, net	Property, plant, and equipment, net	1,577.3		1,272.9
Long-term investments	Long-term investments	1,757.7		2,623.5
Deferred tax assets	Deferred tax assets	367.7		425.6
Intangible and other assets, net	Intangible and other assets, net	503.6		441.4
Goodwill	Goodwill	336.7		307.2
Total assets	Total assets	$	11,168.9	$	9,733.2

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payable	Accounts payable	$	81.6	$	123.5
Accrued compensation and employee benefits	Accrued compensation and employee benefits	235.0		251.6
Deferred revenue	Deferred revenue	350.3		337.8
Other accrued liabilities	Other accrued liabilities	298.3		317.3
Total current liabilities	Total current liabilities	965.2		1,030.2
Other long-term liabilities	Other long-term liabilities	444.6		418.3
Total liabilities	Total liabilities	1,409.8		1,448.5
Commitments and contingencies (Note 8)	Commitments and contingencies (Note 8)	0		0		Commitments and contingencies (Note 8)
Stockholders’ equity:	Stockholders’ equity:
Preferred stock, 2.5 shares authorized, $0.001 par value, issuable in series; 0 shares issued and outstanding as of December 31, 2020, and 2019		0		0
Common stock, 300.0 shares authorized, $0.001 par value, 117.7 shares and 116.0 shares issued and outstanding as of December 31, 2020, and 2019, respectively		0.1		0.1
Preferred stock, 2.5 shares authorized, $0.001 par value, issuable in series; zero shares issued and outstanding as of December 31, 2023, and 2022
Preferred stock, 2.5 shares authorized, $0.001 par value, issuable in series; zero shares issued and outstanding as of December 31, 2023, and 2022
Preferred stock, 2.5 shares authorized, $0.001 par value, issuable in series; zero shares issued and outstanding as of December 31, 2023, and 2022
Common stock, 600.0 shares authorized, $0.001 par value, 352.3 shares and 350.0 shares issued and outstanding as of December 31, 2023, and 2022, respectively
Additional paid-in capital	Additional paid-in capital	6,445.2		5,756.8
Retained earnings	Retained earnings	3,261.3		2,494.5
Accumulated other comprehensive income		24.9		12.4
Accumulated other comprehensive loss
Total Intuitive Surgical, Inc. stockholders’ equity	Total Intuitive Surgical, Inc. stockholders’ equity	9,731.5		8,263.8
Noncontrolling interest in joint venture	Noncontrolling interest in joint venture	27.6		20.9
Total stockholders’ equity	Total stockholders’ equity	9,759.1		8,284.7
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	11,168.9	$	9,733.2


Delaware						77-0416458
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ISRG	The Nasdaq Global Select Market


		Page No.

PART I

Item 1.	Business	56

Item 1A.	Risk Factors	2326

Item 1B.	Unresolved Staff Comments	4857

Item 1C.	Cybersecurity	57

Item 2.	Properties	4858

Item 3.	Legal Proceedings	4859

Item 4.	Mine Safety Disclosures	4859

PART II

Item 5.	Market for ~~the~~ Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	4960

Item 6.	~~Selected Financial Data~~ [RESERVED]	5261

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5362

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7887

Item 8.	Financial Statements and Supplementary Data	7988

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~116~~126

Item 9A.	Controls and Procedures	~~116~~126

Item 9B.	Other Information	~~116~~127

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	127

PART III

Item 10.	Directors, Executive Officers , and Corporate Governance	~~117~~128

Item 11.	Executive Compensation	~~117~~128

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~117~~128

Item 13.	Certain Relationships and Related Transactions and Director Independence	~~117~~128

Item 14.	Principal Accountant Fees and Services	~~117~~128

PART IV

Item 15.	Exhibits and Financial Statement Schedules	~~118~~129

Item 16.	Form 10-K Summary	~~119~~130

SIGNATURES		~~120~~131


			~~Page No.~~

~~Report of Independent Registered Public Accounting Firm~~			80

~~Consolidated Balance Sheets at December 31,~~ ~~2020, and 201~~9			81

~~Consolidated Statements of Income for the years ended December 31,~~ ~~2020, 201~~9 ~~, and 201~~8			82

~~Consolidated Statements of Comprehensive Income for the years ended December 31, 20~~20 ~~, 201~~9 ~~, and 201~~8			83

~~Consolidated Statements of Stockholders’ Equity for the years ended December 31,~~ ~~2020, 201~~9 ~~, and 201~~8			84

~~Consolidated Statements of Cash Flows for the years ended December 31,~~ ~~2020, 201~~9 ~~, and 201~~8			85

~~Notes to the Consolidated Financial Statements~~			86

~~Schedule II—Valuation and Qualifying Accounts~~			~~115~~


			Page No.

Report of Independent Registered Public Accounting Firm –	PCAOB ID:	238	89

Consolidated Balance Sheets as of December 31, 2023, and 2022			90

Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021			91

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021			92

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021			93

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021			94

Notes to the Consolidated Financial Statements			95

Schedule II—Valuation and Qualifying Accounts			125


☒						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options (2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	4,104,159	$	315.57	9,139,869
Equity compensation plans not approved by security holders (1)	371,711	$	189.00	—
Total	4,475,870	$	305.07	9,139,869


	December 31,
	2015		2016		2017		2018		2019		2020
Intuitive Surgical, Inc.	$	100.00	$	116.11	$	200.46	$	263.07	$	326.91	$	449.37
Nasdaq Composite	$	100.00	$	108.87	$	141.13	$	137.12	$	187.44	$	271.64
S&P 500 Healthcare Index	$	100.00	$	95.64	$	114.77	$	120.16	$	142.60	$	158.90
S&P 500 Index	$	100.00	$	111.96	$	136.40	$	130.42	$	171.49	$	203.04


	Fiscal Year
	2020		2019		2018		2017 (1)		2016

	(In millions, except per share amounts and headcount)
Revenue	$	4,358.4	$	4,478.5	$	3,724.2	$	3,138.2	$	2,706.5
Gross profit	$	2,861.2	$	3,110.2	$	2,604.1	$	2,202.0	$	1,892.9
Net income attributable to Intuitive Surgical, Inc.	$	1,060.6	$	1,379.3	$	1,127.9	$	670.9	$	738.3
Net income per share attributable to Intuitive Surgical, Inc.:
Basic	$	9.06	$	11.95	$	9.92	$	6.01	$	6.43
Diluted	$	8.82	$	11.54	$	9.49	$	5.77	$	6.26
Shares used in computing basic and diluted net income per share:
Basic	117.0		115.4		113.7		111.7		114.9
Diluted	120.3		119.5		118.8		116.3		117.9
Cash, cash equivalents, and investments	$	6,869.1	$	5,845.2	$	4,834.4	$	3,846.5	$	4,837.9
Total assets	$	11,168.9	$	9,733.2	$	7,846.7	$	5,776.8	$	6,521.4
Other long-term liabilities	$	444.6	$	418.3	$	338.6	$	333.6	$	112.1
Stockholders’ equity	$	9,759.1	$	8,284.7	$	6,687.5	$	4,780.4	$	5,820.1

Total headcount	8,081		7,326		5,527		4,444		3,755


	Payments due by period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating leases (Note 6)	$	88.8	$	22.7	$	32.5	$	18.6	$	15.0
Purchase commitments and obligations	629.5		622.4		7.1		—		—
2017 Tax Act deemed repatriation tax	203.8		21.4		61.7		120.7		—
Total	$	922.1	$	666.5	$	101.3	$	139.3	$	15.0


	Common Stock																												Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive (Loss)/Income		Total Intuitive Surgical, Inc. Stockholders’ Equity	Noncontrolling Interest in Joint Venture	Total Stockholders’ Equity
	Shares
Balances as of December 31, 2020
Balances as of December 31, 2020
Balances as of December 31, 2020
		Common Stock			Additional Paid-In Capital				Retained Earnings		Accumulated Other Comprehensive Income/(Loss)				Total Intuitive Surgical, Inc. Stockholders’ Equity				Noncontrolling Interest in Joint Venture				Total Stockholders’ Equity
		Shares	Amount
Balances at December 31, 2017		112.3	$	0.1			$	4,679.2					$	115.0			$	(15.5)			$	4,778.8			$	1.6	$	4,780.4
Adoption of new accounting standards (1)									392.1		(1.3)				390.8								390.8
Issuance of common stock through employee stock plans
Issuance of common stock through employee stock plans
Issuance of common stock through employee stock plans	Issuance of common stock through employee stock plans	2.5			236.6										236.6								236.6
Shares withheld related to net share settlement of equity awards	Shares withheld related to net share settlement of equity awards	(0.3)			(6.7)				(113.3)						(120.0)								(120.0)
Share-based compensation expense related to employee stock plans	Share-based compensation expense related to employee stock plans				261.2										261.2								261.2

Net income attributable to Intuitive Surgical, Inc.	Net income attributable to Intuitive Surgical, Inc.								1,127.9						1,127.9								1,127.9
Other comprehensive income											3.5				3.5								3.5
Capital contribution from noncontrolling interest															—				10.0				10.0
Net loss attributable to noncontrolling interest in joint venture															—				(2.9)				(2.9)
Balances at December 31, 2018		114.5	$	0.1	$	5,170.3			$	1,521.7	$	(13.3)			$	6,678.8			$	8.7			$	6,687.5
Net income attributable to Intuitive Surgical, Inc.
Net income attributable to Intuitive Surgical, Inc.
Other comprehensive income (loss)
Net income attributable to noncontrolling interest in joint venture
Balances as of December 31, 2021
Issuance of common stock through employee stock plans	Issuance of common stock through employee stock plans	2.4			272.8										272.8								272.8
Shares withheld related to net share settlement of equity awards	Shares withheld related to net share settlement of equity awards	(0.3)			(7.6)				(151.5)						(159.1)								(159.1)
Share-based compensation expense related to employee stock plans	Share-based compensation expense related to employee stock plans				335.8										335.8								335.8
Repurchase and retirement of common stock	Repurchase and retirement of common stock	(0.6)			(14.5)				(255.0)						(269.5)								(269.5)
Net income attributable to Intuitive Surgical, Inc.	Net income attributable to Intuitive Surgical, Inc.								1,379.3						1,379.3								1,379.3
Other comprehensive income (loss)	Other comprehensive income (loss)										25.7				25.7				(0.3)				25.4
Capital contribution from noncontrolling interest															—				10.0				10.0
Net loss attributable to noncontrolling interest in joint venture															—				2.5				2.5
Balances at December 31, 2019		116.0	$	0.1	$	5,756.8			$	2,494.5	$	12.4			$	8,263.8			$	20.9			$	8,284.7
Adoption of new accounting standard (2)									(0.1)						(0.1)								(0.1)
Net income attributable to noncontrolling interest in joint venture
Balances as of December 31, 2022

Issuance of common stock through employee stock plans
Issuance of common stock through employee stock plans
Issuance of common stock through employee stock plans	Issuance of common stock through employee stock plans	2.2			308.8										308.8								308.8
Shares withheld related to net share settlement of equity awards	Shares withheld related to net share settlement of equity awards	(0.3)			(7.9)				(167.3)						(175.2)								(175.2)
Share-based compensation expense related to employee stock plans	Share-based compensation expense related to employee stock plans				395.4										395.4								395.4
Repurchase and retirement of common stock	Repurchase and retirement of common stock	(0.2)			(7.9)				(126.4)						(134.3)								(134.3)
Net income attributable to Intuitive Surgical, Inc.	Net income attributable to Intuitive Surgical, Inc.								1,060.6						1,060.6								1,060.6
Other comprehensive income											12.5				12.5				0.5				13.0
Other comprehensive income (loss)

Net income attributable to noncontrolling interest in joint venture	Net income attributable to noncontrolling interest in joint venture														—				6.2				6.2
Balances at December 31, 2020		117.7	$	0.1	$	6,445.2			$	3,261.3	$	24.9			$	9,731.5			$	27.6			$	9,759.1
Net income attributable to noncontrolling interest in joint venture
Net income attributable to noncontrolling interest in joint venture
Balances as of December 31, 2023
																									(1) Represents the adjustments related to the adoptions of Accounting Standards Update ("ASU") 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, and ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.								(2) Represents the adjustment related to the adoption of Accounting Standards Update ("ASU") 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.


			Useful Lives
Building			Up to 30 years
Building improvements			Up to 15 years
Leasehold improvements			Lesser of useful life or term of lease
Equipment and furniture			5 years
Operating lease assets			Greater of lease term or 1 to 5 years
Computer and office equipment			3 to 5 years
Enterprise-wide software			5 to 8 years
Purchased software			Lesser of 3 years or life of license


									Reported as:
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Investments
December 31, 2020
Cash	$	644.3	$	—	$	—	$	644.3	$	644.3	$	—	$	—
Level 1:
Money market funds	625.8		—		—		625.8		625.8		0		0
U.S. treasuries	2,626.8		23.0		0		2,649.8		212.5		1,567.9		869.4
Subtotal	3,252.6		23.0		0		3,275.6		838.3		1,567.9		869.4
Level 2:
Commercial paper	671.3		0		0		671.3		64.1		607.2		0
Corporate securities	1,425.4		11.9		(0.2)		1,437.1		3.4		1,036.5		397.2
U.S. government agencies	716.5		2.5		0		719.0		72.5		233.6		412.9

Municipal securities	119.8		2.0		0		121.8		0		43.6		78.2
Subtotal	2,933.0		16.4		(0.2)		2,949.2		140.0		1,920.9		888.3



Total assets measured at fair value	$	6,829.9	$	39.4	$	(0.2)	$	6,869.1	$	1,622.6	$	3,488.8	$	1,757.7


	Amortized Cost		Fair Value
Mature in less than one year	$	3,831.5	$	3,841.3
Mature in one to five years	1,728.3		1,757.7

Total	$	5,559.8	$	5,599.0


	2020		2019		2018		2017		2016		Prior		Net Investment
Credit Rating:
High	$	78.0	$	36.4	$	12.2	$	7.8	$	1.5	$	1.2	$	137.1
Moderate	74.6		30.1		18.8		3.6		2.0		0		129.1
Low	5.7		0		1.1		0.7		1.3		0		8.8
Total	$	158.3	$	66.5	$	32.1	$	12.1	$	4.8	$	1.2	$	275.0


	2023		2022		2021		2020		2019		Prior		Net Investment
Credit Rating:
High	$	39.6	$	70.2	$	60.3	$	24.4	$	6.5	$	0.2	$	201.2
Moderate	37.6		51.4		43.1		22.2		4.5		1.0		159.8
Low	1.5		4.6		3.5		0.8		—		0.2		10.6
Total	$	78.7	$	126.2	$	106.9	$	47.4	$	11.0	$	1.4	$	371.6


	Unrealized losses less than 12 months				Unrealized losses 12 months or greater				Total
December 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate securities	$	352.7	$	(0.2)	$	0	$	0	$	352.7	$	(0.2)
U.S. treasuries	278.1		0		0		0		278.1		0
U.S. government agencies	63.5		0		0		0		63.5		0
Municipal securities	21.3		0		0		0		21.3		0
Total	$	715.6	$	(0.2)	$	0	$	0	$	715.6	$	(0.2)

December 31, 2019
Corporate securities	$	237.0	$	(0.2)	$	0	$	0	$	237.0	$	(0.2)
U.S. treasuries	236.5		(0.2)		87.5		(0.2)		324.0		(0.4)
U.S. government agencies	45.9		(0.1)		45.5		(0.1)		91.4		(0.2)

Total	$	519.4	$	(0.5)	$	133.0	$	(0.3)	$	652.4	$	(0.8)


										Reported as:													Reported as:
	December 31, 2022 Carrying Value															December 31, 2022 Carrying Value	Changes in Fair Value (1)	Purchases / Sales / Other (2)	December 31, 2023 Carrying Value		Prepaids and other current assets	Intangible and other assets, net
Equity investments with readily determinable value (Level 1)
Equity investments without readily determinable value (Level 2)

(1) Recorded in interest and other income, net.
(1) Recorded in interest and other income, net.
(1) Recorded in interest and other income, net.
(2) Other includes foreign currency translation gains/(losses).															(2) Other includes foreign currency translation gains/(losses).

											Reported as:
		December 31, 2019 Carrying Value		Changes in Fair Value (1)		Sales/Purchases/Others (2)		December 31, 2020 Carrying Value			Prepaids and other current assets		Intangible and other assets, net
Equity investments with readily determinable value (Level 1)		$	0	$	0.3	$	59.8	$	60.1		$	60.1	$	0
Equity investments without readily determinable value (Level 2)		$	24.6	$	66.2	$	(60.6)	$	30.2		$	0	$	30.2
															(1) Recorded in Interest and other income, net.					(2) Other includes conversion of certain equity investments without readily determinable value to equity investments with readily determinable value.


	Derivatives Designated as Hedging Instruments				Derivatives Not Designated as Hedging Instruments
	December 31, 2020		December 31, 2019		December 31, 2020		December 31, 2019
Notional amounts:
Forward contracts	$	154.3	$	154.5	$	309.8	$	227.2
Gross fair value recorded in:
Prepaid and other current assets	$	0.9	$	1.3	$	0.7	$	2.2
Other accrued liabilities	$	4.3	$	0.5	$	5.4	$	0.7


	Derivatives Designated as Hedging Instruments				Derivatives Not Designated as Hedging Instruments
	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Notional amounts:
Forward contracts	$	292.1	$	188.4	$	699.7	$	496.3
Gross fair value recorded in:
Prepaids and other current assets	$	3.1	$	1.8	$	5.0	$	4.3
Other accrued liabilities	$	5.9	$	5.3	$	6.6	$	4.2


	December 31,
Accounts receivable, net	2023		2022
Trade accounts receivable, net	$	1,042.2	$	864.9


Unbilled accounts receivable and other	105.0		91.7
Sales returns and allowances	(17.0)		(14.5)
Total accounts receivable, net	$	1,130.2	$	942.1


	December 31,
Implementation costs in cloud computing arrangements	2023		2022
Capitalized implementation costs	$	50.7	$	36.0
Less: Accumulated depreciation	(20.5)		(10.3)
Total capitalized implementation costs in intangible and other assets, net	$	30.2	$	25.7


	December 31,
Other accrued liabilities – short-term	2023		2022
Income and other taxes payable	$	111.4	$	96.1
Accrued construction-related capital expenditures	143.3		50.3




Other accrued liabilities	332.8		329.8
Total other accrued liabilities – short-term	$	587.5	$	476.2


Fiscal Year	Amount
2024	$	277.2
2025	232.3
2026	169.4
2027	103.0
2028	43.6
2029 and thereafter	11.2
Total	$	836.7


	Amount
Balance atas of December 31, ~~2018~~2021	$	~~240.6~~343.6
Acquisition activity	~~65.4~~6.5
Translation and other	~~1.2~~ (1.6)
Balance atas of December 31, ~~2019~~2022	348.5		~~307.2~~
Acquisition activity	~~29.3~~—
Translation and other	0.2
Balance atas of December 31, ~~2020~~2023	$	~~336.7~~348.7


			December 31, 2020						December 31, 2019
			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
		December 31, 2023															December 31, 2023			December 31, 2022
		Gross Carrying Amount													Gross Carrying Amount	Accumulated Amortization		Net Carrying Amount	Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
Patents and developed technology	Patents and developed technology		$	198.4	$	(158.7)	$	39.7	$	186.7	$	(149.0)	$	37.7
Distribution rights and others	Distribution rights and others		91.9		(77.4)		14.5		91.3		(44.9)		46.4
Customer relationships	Customer relationships		59.0		(35.8)		23.2		57.7		(29.7)		28.0
Total intangible assets	Total intangible assets		$	349.3	$	(271.9)	$	77.4	$	335.7	$	(223.6)	$	112.1


		Year Ended December 31, 2020										Year Ended December 31, 2023
		Gains (Losses) on Hedge Instruments		Unrealized Gains (Losses) on Available-for-Sale Securities		Foreign Currency Translation Gains (Losses)		Employee Benefit Plans		Total		Gains (Losses) on Hedge Instruments	Unrealized Gains (Losses) on Available-for-Sale Securities	Foreign Currency Translation Gains (Losses)	Employee Benefit Plans	Total
Beginning balance	Beginning balance	$	0.7	$	20.4	$	0	$	(8.7)	$	12.4
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(0.8)		13.8		4.7		1.0		18.7
Reclassified from accumulated other comprehensive (loss)		(2.8)		(4.7)		0		1.3		(6.2)
Amounts reclassified from accumulated other comprehensive income (loss)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	(3.6)		9.1		4.7		2.3		12.5
Ending balance	Ending balance	$	(2.9)	$	29.5	$	4.7	$	(6.4)	$	24.9

		Year Ended December 31, 2019
		Gains (Losses) on Hedge Instruments		Unrealized Gains (Losses) on Available-for-Sale Securities		Foreign Currency Translation Gains (Losses)		Employee Benefit Plans		Total
												Year Ended December 31, 2022
												Gains (Losses) on Hedge Instruments	Unrealized Gains (Losses) on Available-for-Sale Securities	Foreign Currency Translation Gains (Losses)	Employee Benefit Plans	Total
Beginning balance	Beginning balance	$	0.2	$	(9.8)	$	(0.3)	$	(3.4)	$	(13.3)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	5.8		30.7		0.3		(5.9)		30.9
Reclassified from accumulated other comprehensive income (loss)		(5.3)		(0.5)		0		0.6		(5.2)
Amounts reclassified from accumulated other comprehensive income (loss)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	0.5		30.2		0.3		(5.3)		25.7
Ending balance	Ending balance	$	0.7	$	20.4	$	0	$	(8.7)	$	12.4


	Years Ended December 31,
Available-for-sale securities	2023		2022
Income tax benefit (expense) for net gains (losses) recorded in other comprehensive income (loss)	$	(35.7)	$	39.1


	Stock Options Outstanding
	Number Outstanding	Weighted Average Exercise Price Per Share
Balance at December 31, 2019	5.4	$	246.64

Options granted	0.5	$	624.45
Options exercised	(1.3)	$	179.67
Options forfeited/expired	(0.1)	$	490.77
Balance at December 31, 2020	4.5	$	305.06


	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested balance as of December 31, 2022	4.6	$	241.47
Granted	2.5	$	237.37
Vested	(1.8)	$	223.52
Forfeited	(0.3)	$	247.21
Unvested balance as of December 31, 2023	5.0	$	245.75


	Stock Options Outstanding
	Number Outstanding	Weighted-Average Exercise Price Per Share
Balance as of December 31, 2022	10.8	$	144.86
Options granted	1.4	$	267.38
Options exercised	(2.3)	$	83.97
Options forfeited/expired	(0.1)	$	261.39
Balance as of December 31, 2023	9.8	$	174.90


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (1)		Number of Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (1)
$89.74-$165.59	0.9	2.9	$	141.87			0.9		$	141.86
$165.68-$178.39	1.1	3.2	$	173.41			1.1		$	173.41
$178.75-$328.46	1.0	4.8	$	238.80			1.0		$	237.40
$347.53-$533.96	1.0	8.1	$	492.87			0.5		$	482.29
$537.40-$758.07	0.5	8.9	$	625.37			0.1		$	596.67
Total	4.5	5.3	$	305.06	$	2,296	3.6	4.4	$	241.12	$	2,050


		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested balance at December 31, 2019		1.9	$	410.09
Unvested balance as of December 31, 2022
Granted	Granted	0.7	545.67
Vested	Vested	(0.7)	345.91
Performance change
Forfeited	Forfeited	(0.1)	469.68
Unvested balance at December 31, 2020		1.8	489.91
Unvested balance as of December 31, 2023


	Years Ended December 31,
STOCK OPTION PLANS	2020	2019	2018
Risk-free interest rate	0.6%	2.0%	2.7%
Expected term (years)	4.1	4.1	4.3
Volatility	32%	30%	33%
Fair value at grant date	$163.01	$142.53	$146.30

EMPLOYEE STOCK PURCHASE PLAN
Risk-free interest rate	0.9%	2.1%	2.1%
Expected term (years)	1.2	1.2	1.3
Volatility	30%	29%	32%
Fair value at grant date	$171.87	$148.99	$135.84
RESTRICTED STOCK UNITS
Fair value at grant date	$545.67	$541.36	$431.11


	Three Months Ended
	December 31, 2020		September 30, 2020		June 30, 2020		March 31, 2020
Revenue	$	1,329.1	$	1,077.7	$	852.1	$	1,099.5
Gross profit	$	895.8	$	724.3	$	502.9	$	738.2
Net income attributable to Intuitive Surgical, Inc. (1)(2)(3)	$	365.2	$	313.9	$	68	$	313.5
Net income attributable to Intuitive Surgical, Inc. per share:
Basic	$	3.11	$	2.68	$	0.58	$	2.69
Diluted	$	3.02	$	2.60	$	0.57	$	2.62

(1) Includes discrete tax benefits as follows:
Excess tax benefits related to share-based compensation arrangements	$	21.3	$	47.9	$	31.6	$	65.4
Discrete tax expense arising from the conclusion of a tax matter	$	0	$	0	$	(36.8)	$	0
(2) Includes acquisition-related benefits (charges)	$	(2.9)	$	(4.6)	$	(4.4)	$	1.4
(3) Includes charitable foundation contribution expense	$	(25.0)	$	0	$	0	$	0

	Three Months Ended
	December 31, 2019		September 30, 2019		June 30, 2019		March 31, 2019
Revenue	$	1,277.7	$	1,128.2	$	1,098.9	$	973.7
Gross profit	$	896.0	$	785.6	$	759.0	$	669.6
Net income attributable to Intuitive Surgical, Inc. (1)(2)(3)	$	357.7	$	396.8	$	318.3	$	306.5
Net income attributable to Intuitive Surgical, Inc. per share:
Basic	$	3.09	$	3.44	$	2.76	$	2.67
Diluted	$	2.99	$	3.33	$	2.67	$	2.56

(1) Includes discrete tax benefits as follows:
Excess tax benefits related to share-based compensation arrangements	$	33.7	$	28.8	$	11.3	$	72.7
One-time tax benefit related to the enactment of Swiss tax reform	$	0	$	51.3	$	0	$	0
(2) Includes acquisition-related benefits (charges)	$	(3.1)	$	3.0	$	(4.1)	$	(3.0)
(3) Includes charitable foundation contribution expense	$	(5.0)	$	0	$	0	$	0


	Balance at Beginning of Year		Additions		Deductions (1)		Balance at End of Year
Sales returns and allowances
Year ended December 31, 2020	$	11.7	$	39.7	$	(35.9)	$	15.5
Year ended December 31, 2019	$	11.2	$	43.2	$	(42.7)	$	11.7
Year ended December 31, 2018	$	9.1	$	42.3	$	(40.2)	$	11.2