Cover Document
Cover Document - $ / shares | 9 Months Ended | |
Sep. 30, 2024 | Oct. 29, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-11083 | |
Entity Registrant Name | BOSTON SCIENTIFIC CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-2695240 | |
Entity Address, Address Line One | 300 Boston Scientific Way | |
Entity Address, City or Town | Marlborough | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01752-1234 | |
City Area Code | 508 | |
Local Phone Number | 683-4000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Entity Common Stock, Shares Outstanding | 1,473,827,485 | |
Entity Central Index Key | 0000885725 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock, par value $0.01 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | BSX | |
Security Exchange Name | NYSE | |
0.625% Senior Notes due 2027 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.625% Senior Notes due 2027 | |
Trading Symbol | BSX27 | |
Security Exchange Name | NYSE |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 4,209 | $ 3,527 | $ 12,186 | $ 10,515 |
Cost of products sold | 1,312 | 1,101 | 3,791 | 3,198 |
Gross profit | 2,897 | 2,426 | 8,395 | 7,317 |
Operating expenses: | ||||
Selling, general and administrative expenses | 1,562 | 1,242 | 4,372 | 3,811 |
Research and development expenses | 407 | 356 | 1,156 | 1,051 |
Royalty expense | 5 | 11 | 24 | 35 |
Amortization expense | 205 | 208 | 631 | 620 |
Intangible asset impairment charges | 0 | 1 | 276 | 58 |
Contingent consideration net expense (benefit) | (23) | 12 | (4) | 43 |
Restructuring net charges (credits) | 8 | 15 | 12 | 51 |
Litigation-related net charges (credits) | 0 | (111) | 0 | (111) |
Operating expenses | 2,164 | 1,733 | 6,467 | 5,558 |
Operating income (loss) | 733 | 693 | 1,928 | 1,759 |
Other income (expense): | ||||
Interest expense | (79) | (66) | (225) | (200) |
Other, net | 14 | (18) | (7) | (78) |
Income (loss) before income taxes | 669 | 610 | 1,697 | 1,480 |
Income tax expense (benefit) | 200 | 105 | 413 | 392 |
Net income (loss) | 468 | 504 | 1,284 | 1,088 |
Preferred stock dividends | 0 | 0 | 0 | (23) |
Net income (loss) attributable to noncontrolling interests | 0 | 0 | (4) | 0 |
Net income (loss) attributable to Boston Scientific common stockholders | $ 469 | $ 505 | $ 1,288 | $ 1,065 |
Net income (loss) per common share — basic | $ 0.32 | $ 0.34 | $ 0.88 | $ 0.74 |
Net income (loss) per common share — diluted | $ 0.32 | $ 0.34 | $ 0.87 | $ 0.73 |
Weighted-average shares outstanding | ||||
Basic | 1,472.7 | 1,464.5 | 1,470.6 | 1,448.8 |
Diluted | 1,487.4 | 1,475 | 1,484.5 | 1,459.1 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 468 | $ 504 | $ 1,284 | $ 1,088 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (181) | 21 | (79) | (7) |
Net change in derivative financial instruments | (100) | 3 | (95) | (25) |
Net change in defined benefit pensions and other items | 0 | 0 | 0 | (5) |
Other comprehensive income (loss) | (282) | 23 | (173) | (37) |
Comprehensive income (loss) | 187 | 528 | 1,110 | 1,051 |
Net income (loss) attributable to noncontrolling interests | 0 | 0 | (4) | 0 |
Other comprehensive income (loss) attributable to noncontrolling interests | 10 | (16) | 4 | (16) |
Comprehensive income (loss) attributable to noncontrolling interests | 10 | (16) | 0 | (16) |
Comprehensive income attributable to Boston Scientific common stockholders | $ 177 | $ 511 | $ 1,110 | $ 1,035 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,502 | $ 865 |
Trade accounts receivable, net | 2,501 | 2,228 |
Inventories | 2,753 | 2,484 |
Prepaid income taxes | 332 | 315 |
Other current assets | 674 | 621 |
Total current assets | 8,761 | 6,514 |
Property, plant and equipment, net | 3,072 | 2,859 |
Goodwill | 15,033 | 14,387 |
Other intangible assets, net | 5,754 | 6,003 |
Deferred tax assets | 3,816 | 3,841 |
Other long-term assets | 1,642 | 1,531 |
TOTAL ASSETS | 38,078 | 35,136 |
Current liabilities: | ||
Current debt obligations | 1,652 | 531 |
Accounts payable | 907 | 942 |
Accrued expenses | 2,460 | 2,646 |
Other current liabilities | 891 | 814 |
Total current liabilities | 5,910 | 4,933 |
Long-term debt | 9,233 | 8,571 |
Deferred income taxes | 138 | 134 |
Other long-term liabilities | 1,841 | 1,967 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value - authorized 50,000,000 shares - 0 shares issued as of September 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.01 par value - authorized 2,000,000,000 shares - issued 1,736,731,395 shares as of September 30, 2024 and 1,729,000,224 shares as of December 31, 2023 | 17 | 17 |
Treasury stock, at cost - 263,289,848 shares as of September 30, 2024 and December 31, 2023 | (2,251) | (2,251) |
Additional paid-in capital | 20,963 | 20,647 |
Retained earnings | 2,107 | 819 |
Accumulated other comprehensive income (loss), net of tax | (128) | 49 |
Total stockholders’ equity | 20,708 | 19,282 |
Noncontrolling interests | 248 | 248 |
Total equity | 20,956 | 19,530 |
TOTAL LIABILITIES AND EQUITY | $ 38,078 | $ 35,136 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheet (Parenthetical) [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 1,729,000,224 | |
Treasury Stock, Common, Shares | 263,289,848 | 263,289,848 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Preferred stock | Common stock | Treasury stock | Additional paid-in capital | Retained earnings/(Accumulated deficit) | Accumulated other comprehensive income (loss), net of tax | Noncontrolling interests |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Total stockholders’ equity | $ 269 | |||||||
Beginning Balance (Shares Issued) at Dec. 31, 2022 | 10,062,500 | |||||||
Beginning Balance (Shares) at Dec. 31, 2022 | 1,696,633,993 | |||||||
Beginning Balance, Equity at Dec. 31, 2022 | $ 0 | $ 17 | $ (2,251) | $ 20,289 | $ (750) | 269 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation (Shares) | 7,541,629 | |||||||
Conversion of mandatory convertible preferred stock to common stock | (10,062,500) | 23,982,902 | ||||||
Conversion of mandatory convertible preferred stock to common stock | $ 0 | $ 0 | ||||||
Repurchase of common stock | 0 | |||||||
Impact of stock-based compensation plans | $ 0 | 285 | ||||||
Net income (loss) | $ 1,088 | 1,088 | ||||||
Preferred stock dividends | (23) | |||||||
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | |||||
Changes in other comprehensive income (loss) | (37) | (37) | (16) | |||||
Changes to noncontrolling ownership interest | 259 | |||||||
Ending Balance (Shares Issued) at Sep. 30, 2023 | 0 | |||||||
Ending Balance (Shares) at Sep. 30, 2023 | 1,728,158,524 | |||||||
Ending Balance, Equity at Sep. 30, 2023 | 19,129 | $ 0 | $ 17 | (2,251) | 20,573 | 315 | 231 | 243 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Total stockholders’ equity | 208 | |||||||
Beginning Balance (Shares Issued) at Jun. 30, 2023 | 0 | |||||||
Beginning Balance (Shares) at Jun. 30, 2023 | 1,725,956,141 | |||||||
Beginning Balance, Equity at Jun. 30, 2023 | $ 0 | $ 17 | (2,251) | 20,441 | (189) | 208 | 259 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation (Shares) | 2,202,383 | |||||||
Conversion of mandatory convertible preferred stock to common stock | 0 | 0 | ||||||
Conversion of mandatory convertible preferred stock to common stock | $ 0 | $ 0 | ||||||
Repurchase of common stock | 0 | |||||||
Impact of stock-based compensation plans | $ 0 | 132 | ||||||
Net income (loss) | 504 | 504 | ||||||
Preferred stock dividends | 0 | |||||||
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | |||||
Changes in other comprehensive income (loss) | 23 | 23 | (16) | |||||
Changes to noncontrolling ownership interest | 0 | |||||||
Ending Balance (Shares Issued) at Sep. 30, 2023 | 0 | |||||||
Ending Balance (Shares) at Sep. 30, 2023 | 1,728,158,524 | |||||||
Ending Balance, Equity at Sep. 30, 2023 | 19,129 | $ 0 | $ 17 | (2,251) | 20,573 | 315 | 231 | 243 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Total stockholders’ equity | 18,886 | 231 | ||||||
Total stockholders’ equity | $ 19,282 | 49 | ||||||
Beginning Balance (Shares Issued) at Dec. 31, 2023 | 0 | |||||||
Beginning Balance (Shares) at Dec. 31, 2023 | 1,729,000,224 | 1,729,000,224 | ||||||
Beginning Balance, Equity at Dec. 31, 2023 | $ 19,530 | $ 0 | $ 17 | (2,251) | 20,647 | 819 | 49 | 248 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation (Shares) | 7,731,171 | |||||||
Conversion of mandatory convertible preferred stock to common stock | 0 | 0 | ||||||
Conversion of mandatory convertible preferred stock to common stock | $ 0 | $ 0 | ||||||
Repurchase of common stock | 0 | |||||||
Impact of stock-based compensation plans | $ 0 | 316 | ||||||
Net income (loss) | 1,284 | 1,284 | ||||||
Preferred stock dividends | 0 | |||||||
Net income (loss) attributable to noncontrolling interests | 4 | 4 | (4) | |||||
Changes in other comprehensive income (loss) | (173) | (178) | 4 | |||||
Changes to noncontrolling ownership interest | 0 | |||||||
Ending Balance (Shares Issued) at Sep. 30, 2024 | 0 | |||||||
Ending Balance (Shares) at Sep. 30, 2024 | 1,736,731,395 | |||||||
Ending Balance, Equity at Sep. 30, 2024 | 20,956 | $ 0 | $ 17 | (2,251) | 20,963 | 2,107 | (128) | 248 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Total stockholders’ equity | 164 | |||||||
Beginning Balance (Shares Issued) at Jun. 30, 2024 | 0 | |||||||
Beginning Balance (Shares) at Jun. 30, 2024 | 1,734,329,744 | |||||||
Beginning Balance, Equity at Jun. 30, 2024 | $ 0 | $ 17 | (2,251) | 20,803 | 1,639 | 164 | 238 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation (Shares) | 2,401,651 | |||||||
Conversion of mandatory convertible preferred stock to common stock | 0 | 0 | ||||||
Conversion of mandatory convertible preferred stock to common stock | $ 0 | $ 0 | ||||||
Repurchase of common stock | 0 | |||||||
Impact of stock-based compensation plans | $ 0 | 160 | ||||||
Net income (loss) | 468 | 468 | ||||||
Preferred stock dividends | 0 | |||||||
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | |||||
Changes in other comprehensive income (loss) | (282) | (292) | 10 | |||||
Changes to noncontrolling ownership interest | 0 | |||||||
Ending Balance (Shares Issued) at Sep. 30, 2024 | 0 | |||||||
Ending Balance (Shares) at Sep. 30, 2024 | 1,736,731,395 | |||||||
Ending Balance, Equity at Sep. 30, 2024 | 20,956 | $ 0 | $ 17 | $ (2,251) | $ 20,963 | $ 2,107 | (128) | $ 248 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Total stockholders’ equity | $ 20,708 | $ (128) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Cash provided by (used for) operating activities | ||
Net income (loss) | $ 1,284 | $ 1,088 |
Depreciation and amortization | 921 | 883 |
Deferred and prepaid income taxes | 10 | (74) |
Stock-based compensation expense | 197 | 174 |
Goodwill and other intangible asset impairment charges | 276 | 58 |
Net loss (gain) on investments and notes receivable | 60 | 48 |
Contingent consideration net expense (benefit) | (4) | 43 |
Inventory step-up amortization | 0 | 6 |
Other, net | 22 | 33 |
Trade accounts receivable | (261) | (164) |
Inventories | (274) | (601) |
Other assets | (109) | (43) |
Accounts payable, accrued expenses and other liabilities | (142) | 95 |
Cash provided by (used for) operating activities | 1,979 | 1,546 |
Investing activities: | ||
Purchases of property, plant and equipment and internal use software | (513) | (444) |
Proceeds from sale of property, plant and equipment | 1 | 4 |
Payments for acquisitions of businesses, net of cash acquired | (1,222) | (1,018) |
Payments for investments and acquisitions of certain technologies, net of investment proceeds | (264) | (89) |
Proceeds from royalty rights | 16 | 23 |
Proceeds from settlements of hedge contracts | 0 | 2 |
Cash provided by (used for) investing activities | (1,983) | (1,521) |
Financing activities: | ||
Payment of contingent consideration previously established in purchase accounting | (131) | (39) |
Payments for royalty rights | (26) | (50) |
Payments for finance leases | (25) | 0 |
Payments on short-term borrowings | (504) | 0 |
Proceeds from short-term borrowings, net of debt issuance costs | 22 | 0 |
Net increase (decrease) in commercial paper | 0 | (4) |
Proceeds from long-term borrowings, net of debt issuance costs | 2,145 | 0 |
Cash dividends paid on preferred stock | 0 | (28) |
Cash used to net share settle employee equity awards | (83) | (54) |
Proceeds from issuances of common stock pursuant to employee stock compensation and purchase plans | 202 | 165 |
Cash provided by (used for) financing activities | 1,600 | (10) |
Effect of foreign exchange rates on cash | (2) | (8) |
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 1,594 | 7 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 1,055 | 1,126 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | 2,649 | 1,132 |
Supplemental Information | ||
Stock-based compensation expense | 197 | 174 |
Fair value of contingent consideration recorded in purchase accounting | 29 | 0 |
Non-cash impact of transferred royalty rights | (16) | (23) |
Cash and cash equivalents | 2,502 | 952 |
Restricted cash and restricted cash equivalents included in Other current assets | 70 | 123 |
Restricted cash equivalents included in Other long-term assets | 78 | 58 |
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ 2,649 | $ 1,132 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE A – BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Boston Scientific Corporation have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and they do not include all of the information and footnotes required by GAAP for complete financial statements. When used in this report, the terms, "we," "us," "our," and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Accordingly, our unaudited consolidated financial statements and footnotes thereto should be read in conjunction with our audited consolidated financial statements and footnotes thereto included in Item 8 of our most recent Annual Report on Form 10-K. The accompanying unaudited consolidated financial statements include the accounts of the Company's wholly owned- subsidiaries and entities for which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. In the first quarter of 2023, we acquired a majority stake investment in Acotec Scientific Holdings Limited (Acotec) and have elected to consolidate their financial statements on a one quarter lag. Amounts reported in millions within this Quarterly Report on Form 10-Q are computed based on the amounts in thousands. As a result, the sum of the components may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded amounts. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Strategic Investments | 9 Months Ended |
Sep. 30, 2024 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND STRATEGIC INVESTMENTS | NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS Our accompanying unaudited consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We have not presented supplemental pro forma financial information for completed acquisitions or divestitures given their results are not material to our accompanying unaudited consolidated financial statements. Further, transaction costs were immaterial to our accompanying unaudited consolidated financial statements and were expensed as incurred. On January 8, 2024, we announced our entry into a definitive agreement to acquire 100 percent of Axonics, Inc. (Axonics), a publicly traded medical technology company primarily focused on the development and commercialization of devices to treat urinary and bowel dysfunction. The purchase price is $71.00 in cash per share, or approximately $3.670 billion for 100% of the fully diluted equity. On April 3, 2024, we and Axonics each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with the FTC's review of the transaction. The issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), until 30 days after both we and Axonics have substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. We and Axonics have responded to the Second Request and continue to work cooperatively with the FTC in its review. The transaction is expected to be completed in the fourth quarter of 2024, subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction (or waiver) of other customary closing conditions. The Axonics business will be integrated into our Urology division. 2024 Acquisitions On September 17, 2024, we completed our acquisition of 100 percent of the outstanding equity of Silk Road Medical, Inc. (Silk Road Medical), a publicly traded medical device company that has developed an innovative platform of products to prevent stroke in patients with carotid artery disease through a minimally invasive procedure called transcarotid artery revascularization (TCAR). The transaction consisted of an upfront cash payment of $27.50 per share, or approximately $1.126 billion, net of cash acquired. The Silk Road Medical business is being integrated into our Peripheral Interventions division. Purchase Price Allocation We accounted for this transaction as a business combination in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations (FASB ASC Topic 805). The preliminary purchase price was comprised of the amount presented below: (in millions) Silk Road Medical Payment for acquisition, net of cash acquired $ 1,126 $ 1,126 We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transaction. The preliminary purchase price allocation was comprised of the components presented below, which represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period in accordance with FASB ASC Topic 805. (in millions) Silk Road Medical Goodwill $ 563 Amortizable intangible assets 507 Other assets acquired 124 Liabilities assumed (46) Net deferred tax liabilities (22) $ 1,126 Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes. We allocated a portion of the purchase price to the specific intangible asset categories as follows: Amount Assigned (in millions) Weighted Average Amortization Period (in years) Risk-Adjusted Discount Amortizable intangible assets: Technology-related $ 447 12 13% Customer relationships 61 12 13% $ 507 2023 Acquisitions On April 4, 2023, we completed our acquisition of 100 percent of the outstanding equity of Apollo Endosurgery, Inc. (Apollo), a public company which offers a portfolio of devices used during endoluminal procedures to close gastrointestinal defects, manage gastrointestinal complications and aid in weight loss for patients suffering from obesity. The transaction consisted of an upfront cash payment of $636 million, net of cash acquired. The Apollo business is being integrated into our Endoscopy division. On February 20, 2023, we completed the acquisition of a majority stake investment in Acotec Scientific Holdings Limited (Acotec), a publicly traded Chinese manufacturer of drug-coated balloons and other products used in the treatment of vascular and other diseases. We consolidated this majority stake investment in Acotec based on the conclusion we control the entity, and recorded a noncontrolling interest for the portion we do not own. We acquired approximately 65 percent of the outstanding shares of Acotec, for an upfront cash payment of HK$20.00 per share, or $519 million at foreign currency exchange rates at closing. The Acotec portfolio complements our existing Peripheral Interventions portfolio. Purchase Price Allocation We accounted for these transactions as business combinations in accordance with FASB ASC Topic 805. The final purchase prices were comprised of the amounts presented below: (in millions) Acotec (1) Apollo Payment for acquisition, net of cash acquired (2) $ 381 $ 636 $ 381 $ 636 (1) Excludes approximately $140 million of cash on hand at the closing of the transaction (2) Related to Acotec, represents our majority stake investment We recorded the assets acquired, liabilities assumed and specific to Acotec, the noncontrolling interest, at their respective fair values as of the closing date of the transaction. The final purchase price allocations were comprised of the components presented below, with the excess of the purchase price over the fair value of net assets acquired recorded to goodwill: (in millions) Acotec Apollo Goodwill $ 337 $ 378 Amortizable intangible assets 334 248 Other assets acquired 93 50 Liabilities assumed (48) (33) Net deferred tax liabilities (76) (5) Fair value of noncontrolling interest (259) — $ 381 $ 636 The fair value of Acotec's noncontrolling interest was based on the publicly traded market value of the remaining 35 percent of the outstanding shares we did not acquire as of the transaction date and is presented in Stockholders' equity within our accompanying unaudited consolidated balance sheets. Goodwill was primarily established for Acotec due to opportunities for collaboration in research and development, manufacturing and commercial strategies, and for Apollo, due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes. We allocated a portion of the purchase price to the specific intangible asset categories as follows: Amount Assigned (in millions) Weighted Average Amortization Period (in years) Risk-Adjusted Discount Acotec: Amortizable intangible assets: Technology-related $ 308 11 14% Customer relationships 15 11 14% Other intangible assets 11 13 14% $ 334 Apollo: Amortizable intangible assets: Technology-related $ 222 11 12% Customer relationships 26 11 12% $ 248 Contingent Consideration Changes in the fair value of our contingent consideration liability during the first nine months of 2024 associated with prior period acquisitions were as follows: (in millions) Balance as of December 31, 2023 $ 404 Amount recorded related to current year acquisitions 29 Contingent consideration net expense (benefit) (4) Contingent consideration payments and other adjustments (258) Balance as of September 30, 2024 $ 171 The payments made during the first nine months of 2024 primarily related to our acquisition of Farapulse, Inc. (Farapulse) and Relievant Medsystems, Inc. (Relievant) following the achievement of revenue-based earnouts and sales milestones, respectively. The maximum amount we could be required to pay for certain contingent consideration is not determinable as it is uncapped and based on a percent of certain sales. As of September 30, 2024, the fair value of such uncapped contingent consideration is estimated at $139 million. As of September 30, 2024, the maximum amount that we could be required to pay under our other contingent consideration arrangements (undiscounted) is approximately $220 million. Refer to Note B – Acquisitions and Strategic Investments to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information. The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of September 30, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Revenue-based Payments and Milestones $171 million Discounted Cash Flow Discount Rate 6% - 15% 7% Probability of Payment 90% - 100% 98% Projected Year of Payment 2025 - 2029 2027 (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Projected contingent payment amounts related to our revenue-based payments and milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of September 30, 2024. Strategic Investments The aggregate carrying amount of our strategic investments was comprised of the following: As of (in millions) September 30, 2024 December 31, 2023 Equity method investments $ 256 $ 219 Measurement alternative investments (1, 2) 276 194 $ 532 $ 413 (1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations. (2) Includes publicly-held securities and convertible notes measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations. These investments are classified as Other long-term assets within our accompanying unaudited consolidated balance sheets, in accordance with GAAP and our accounting policies. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE C – GOODWILL AND OTHER INTANGIBLE ASSETS The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated goodwill impairment charges are as follows: As of September 30, 2024 As of December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization/ Write-offs Gross Carrying Amount Accumulated Amortization/ Write-offs Technology-related $ 13,431 $ (8,555) $ 13,207 $ (8,101) Patents 480 (381) 480 (387) Other intangible assets 2,270 (1,584) 2,130 (1,500) Amortizable intangible assets $ 16,181 $ (10,521) $ 15,817 $ (9,988) Goodwill $ 24,933 $ (9,900) $ 24,287 $ (9,900) IPR&D $ 94 $ 54 Technology-related — 120 Indefinite-lived intangible assets $ 94 $ 174 The increase in our balance of goodwill and amortizable intangible assets is related primarily to our acquisition of Silk Road Medical in the third quarter of 2024. The following represents a roll-forward of our goodwill balance by reportable segment: (in millions) MedSurg Cardiovascular Total As of December 31, 2023 $ 5,347 $ 9,041 $ 14,387 Goodwill acquired 24 609 633 Impact of foreign currency fluctuations and purchase price and other adjustments (22) 34 12 As of September 30, 2024 $ 5,349 $ 9,684 $ 15,033 Goodwill and Other Intangible Asset Impairments We did not record any goodwill impairment charges in the first nine months of 2024 or 2023. We test our goodwill balances in the second quarter of each year as of April 1 for impairment, or more frequently if impairment indicators are present or changes in circumstances suggest an impairment may exist. We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. We identified the following reporting units for purposes of our annual goodwill impairment test: Interventional Cardiology, Rhythm Management, Peripheral Interventions, Endoscopy, Urology and Neuromodulation. Based on the criteria prescribed in FASB ASC Topic 350, Intangibles - Goodwill and Other (FASB ASC Topic 350), we aggregated the Interventional Cardiology Therapies and Watchman components of our Cardiology operating segment into a single Interventional Cardiology reporting unit and aggregated the Cardiac Rhythm Management and Electrophysiology components of our Cardiology operating segment into a single Rhythm Management reporting unit. In the second quarter of 2024, we performed our annual goodwill impairment test utilizing both the qualitative and quantitative approach described in FASB ASC Topic 350. The qualitative approach was used for testing certain reporting units where fair value has historically exceeded carrying value by greater than 100 percent, and all other reporting units were tested using the quantitative approach. For the reporting units tested using the qualitative approach, after assessing the totality of events, it was determined that it was not more likely than not that the fair value of the reporting units was less than their carrying value, and it was not deemed necessary to proceed to the quantitative test. For the reporting units tested using the quantitative approach, we determined that the fair value of the reporting units exceeded the carrying value and concluded that goodwill was not impaired or at risk of impairment. There were no impairment indicators in the third quarter of 2024 that necessitated an interim impairment test. In 2024, we did not record any Intangible asset impairment charges in the third quarter and recorded $276 million in the first nine months. The impairment charges recorded in 2024 were associated with amortizable intangible assets established in connection with our acquisitions of Cryterion Medical, Inc. (Cryterion) and Devoro Medical, Inc. (Devoro), which were integrated into our Electrophysiology and Peripheral Interventions business units, respectively. Intangible assets acquired from Cryterion were impaired due to strong commercial adoption of our Farapulse™ Pulsed Field Ablation System and the resulting lower revenue projections and cannibalization of our cryoablation business in major markets like the U.S. Intangible assets acquired from Devoro were impaired following management's decision to cancel the related program in the second quarter of 2024. We calculated the fair value of our Cryterion and Devoro intangible assets as the present value of estimated future cash flows we expect to generate from the assets based on estimates and assumptions about future revenue contributions, cost structures and the remaining useful lives of the assets. In 2023, we recorded Intangible asset impairment charges of less than $1 million in the third quarter and $58 million in the first nine months. The impairment charges recorded in 2023 were primarily associated with the cancellation of an IPR&D program due to the incremental time and cost to complete the program and bring the technology to market. We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. If we determine it is more likely than not that the asset is impaired based on our qualitative assessment of impairment indicators, we test the intangible asset for recoverability. If the carrying value of the intangible asset or asset group exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset or asset group, we will write the carrying value down to fair value in the period impairment is identified. We test our indefinite-lived intangible assets at least annually during the third quarter for impairment and reassess their classification as indefinite-lived assets. In addition, we review our indefinite-lived intangible assets for classification and impairment more frequently if impairment indicators exist. During the third quarter of 2024, we performed our annual IPR&D impairment test and evaluated our indefinite-lived core technology assets for impairment and concluded the assets were not impaired. We also reclassified our indefinite-lived core technology assets to amortizable intangible assets after determining the intangibles no longer have an indefinite useful life and verified that the classification of IPR&D projects recognized within our unaudited consolidated balance sheets continues to be appropriate. Refer to Note A – Significant Accounting Policies |
Hedging Activities and Fair Val
Hedging Activities and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS | NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS Derivative Instruments and Hedging Activities We address market risk from changes in foreign currency exchange rates and interest rates through risk management programs which include the use of derivative and nonderivative financial instruments. We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency. Currency Hedging Instruments Risk Management Strategy Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities; forecasted intercompany and third-party transactions; and net investments in certain subsidiaries. We manage currency exchange rate risk at a consolidated level to reduce the cost of hedging by taking advantage of offsetting transactions. We employ derivative and nonderivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates. The success of our currency risk management program depends, in part, on forecasted transactions denominated primarily in euro, Chinese renminbi, Japanese yen, British pound sterling, Australian dollar and Swiss franc. We may experience unanticipated currency exchange gains or losses to the extent the actual activity is different than forecasted. In addition, changes in currency exchange rates related to any unhedged transactions may impact our earnings and cash flows. Hedge Designations and Relationships Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815 , Derivatives and Hedging (FASB ASC Topic 815), and are intended to protect the U.S. dollar value of forecasted transactions. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in the Net change in derivative financial instruments component of Other comprehensive income (loss), net of tax (OCI) within our unaudited consolidated statements of comprehensive income (loss) until the underlying third-party transaction occurs. When the underlying third-party transaction occurs, we recognize the gain or loss in earnings within Cost of products sold within our unaudited consolidated statements of operations. In the event the hedging relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the gains or losses within Accumulated other comprehensive income (loss), net of tax (AOCI) to earnings at that time. The cash flows related to the derivative instruments designated as cash flow hedges are reported as operating activities within our unaudited consolidated statements of cash flows. We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in the Chinese renminbi and Japanese yen. For these derivative instruments, we elected to use the spot method to assess hedge effectiveness. We also elected to exclude the spot-forward difference, referred to as the excluded component, from the assessment of hedge effectiveness and are amortizing this amount separately, as calculated at the date of designation, on a straight-line basis over the term of the currency forward contracts. As such, we defer recognition of foreign currency gains and losses within the Foreign currency translation adjustment (CTA) component of OCI, and we reclassify amortization of the excluded component from AOCI to current period earnings within Interest expense within our unaudited consolidated statements of operations. We designate certain euro-denominated debt as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in the euro. As of September 30, 2024 and December 31, 2023, we designated as a net investment hedge our €900 million in aggregate principal amount of 0.625% senior notes issued in November 2019 and due in 2027 (2027 Notes). For these nonderivative instruments, we defer recognition of the foreign currency remeasurement gains and losses within the CTA component of OCI. We reclassify these gains and losses to current period earnings within Other, net within our accompanying unaudited consolidated statements of operations only when the hedged item affects earnings, which would occur upon disposal or substantial liquidation of the underlying foreign subsidiary. We also use forward currency contracts that are not part of designated hedging relationships as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. These non-designated currency forward contracts have an original time to maturity consistent with the hedged currency transaction exposures, generally less than one year, and are marked-to-market with changes in fair value recorded to earnings within Other, net within our accompanying unaudited consolidated statements of operations. Interest Rate Hedging Instruments Risk Management Strategy Our interest rate risk relates primarily to U.S. dollar and euro-denominated borrowings partially offset by U.S. dollar cash investments. We use interest rate derivative instruments to mitigate the risk to our earnings and cash flows associated with exposure to changes in interest rates. Under these agreements, we and the counterparty, at specified intervals, exchange the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. We designate these derivative instruments either as fair value or cash flow hedges in accordance with FASB ASC Topic 815. Hedge Designations and Relationships We had no interest rate derivative instruments designated as cash flow hedges outstanding as of September 30, 2024 or December 31, 2023. In the event that we designate outstanding interest rate derivative instruments as cash flow hedges, we record the changes in the fair value of the derivatives within OCI until the underlying hedged transaction occurs. We had no interest rate derivative instruments designated as fair value hedges outstanding as of September 30, 2024 or December 31, 2023. In the event that we designate outstanding interest rate derivative instruments as fair value hedges, we record the changes in the fair values of interest-rate derivatives designated as fair value hedges and of the underlying hedged debt instruments in Interest expense , which generally offset. The following table presents the contractual amounts of our hedging instruments outstanding: (in millions) FASB ASC Topic 815 Designation As of September 30, 2024 December 31, 2023 Forward currency contracts Cash flow hedge $ 2,763 $ 2,284 Forward currency contracts Net investment hedge 645 333 Foreign currency-denominated debt (1) Net investment hedge 997 997 Forward currency contracts Non-designated 3,072 3,282 Total Notional Outstanding $ 7,477 $ 6,896 (1) Foreign currency-denominated debt is the €900 million debt principal associated with our 2027 Notes designated as a net investment hedge. The remaining time to maturity as of September 30, 2024 is within 36 months for all forward currency contracts designated as cash flow hedges and generally less than one year for all non-designated forward currency contracts. The forward currency contracts designated as net investment hedges generally mature between one two The following presents the effect of our derivative and nonderivative instruments designated as cash flow and net investment hedges under FASB ASC Topic 815 within our accompanying unaudited consolidated statements of operations. Refer to Note M – Changes in Other Comprehensive Income for the total amounts relating to derivative and nonderivative instruments presented within our accompanying unaudited consolidated statements of comprehensive income (loss). Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2024 Forward currency contracts Cash flow hedges $ (86) $ 19 $ (66) Cost of products sold $ 1,312 $ (44) $ 10 $ (34) Net investment hedges (2) (35) 8 (27) Interest expense 79 (4) 1 (3) Foreign currency-denominated debt Net investment hedges (3) (44) 10 (34) Other, net (14) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 79 0 (0) 0 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2023 Forward currency contracts Cash flow hedges $ 54 $ (12) $ 42 Cost of products sold $ 1,101 $ (51) $ 11 $ (39) Net investment hedges (2) 12 (3) 9 Interest expense 66 (2) 1 (2) Foreign currency-denominated debt Net investment hedges (3) 26 (6) 20 Other, net 18 — — — Interest rate derivative contracts Cash flow hedges — — — Interest Expense 66 1 (0) 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2024 Forward currency contracts Cash flow hedges $ 22 $ (5) $ 17 Cost of products sold $ 3,791 $ (146) $ 33 $ (113) Net investment hedges (2) 12 (3) 9 Interest expense 225 (12) 3 (10) Foreign currency-denominated debt Net investment hedges (3) (12) 3 (10) Other, net 7 — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 225 1 (0) 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2023 Forward currency contracts Cash flow hedges $ 141 $ (32) $ 109 Cost of products sold $ 3,198 $ (176) $ 40 $ (136) Net investment hedges (2) 40 (9) 31 Interest expense 200 (7) 2 (6) Foreign currency-denominated debt Net investment hedges (3) 8 (2) 6 Other, net 78 — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 200 2 (0) 2 (1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings. (2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior periods, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings. (3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI. No amounts were reclassified from AOCI to current period earnings. As of September 30, 2024, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions): FASB ASC Topic 815 Designation Location on Unaudited Consolidated Statements of Operations Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings Designated Hedging Instrument Forward currency contracts Cash flow hedge Cost of products sold $ 72 Forward currency contracts Net investment hedge Interest expense 6 Interest rate derivative contracts Cash flow hedge Interest expense (1) Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below: Location on Unaudited Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Net gain (loss) on currency hedge contracts Other, net $ (48) $ 10 $ (4) $ 13 Net gain (loss) on currency transaction exposures Other, net 44 (16) (7) (42) Net currency exchange gain (loss) $ (4) $ (6) $ (11) $ (30) Fair Value Measurements FASB ASC Topic 815 requires all derivative and nonderivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative and nonderivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures (FASB ASC Topic 820), and considering the estimated amount we would receive or pay to transfer these instruments at the reporting date with respect to current currency exchange rates, interest rates, the creditworthiness of the counterparty for unrealized gain positions and our own creditworthiness for unrealized loss positions. In certain instances, we may utilize financial models to measure fair value of our derivative and nonderivative instruments. In doing so, we use inputs that include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The following are the balances of our derivative and nonderivative assets and liabilities: Location on Unaudited Consolidated Balance Sheets (1) As of (in millions) September 30, 2024 December 31, 2023 Derivative and Nonderivative Assets: Designated Hedging Instruments Forward currency contracts Other current assets $ 146 $ 140 Forward currency contracts Other long-term assets 20 107 166 246 Non-Designated Hedging Instruments Forward currency contracts Other current assets 22 20 Total Derivative and Nonderivative Assets $ 188 $ 266 Derivative and Nonderivative Liabilities: Designated Hedging Instruments Forward currency contracts Other current liabilities $ 36 $ 15 Forward currency contracts Other long-term liabilities 13 9 Foreign currency-denominated debt (2) Long-term debt 1,002 988 1,052 1,012 Non-Designated Hedging Instruments Forward currency contracts Other current liabilities 36 38 Total Derivative and Nonderivative Liabilities $ 1,087 $ 1,050 (1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less. (2) Foreign currency-denominated debt is the €900 million debt principal associated with our 2027 Notes designated as a net investment hedge. A portion of this notional is subject to de-designation and re-designation based on changes in the underlying hedged item. Recurring Fair Value Measurements On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. FASB ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The category of a financial asset or a financial liability within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. Assets and liabilities measured at fair value on a recurring basis consist of the following: As of September 30, 2024 December 31, 2023 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds and time deposits $ 1,733 $ — $ — $ 1,733 $ 454 $ — $ — $ 454 Publicly-held equity securities 19 — — 19 18 — — 18 Hedging instruments — 188 — 188 — 266 — 266 Licensing arrangements — — 37 37 — — 77 77 $ 1,752 $ 188 $ 37 $ 1,977 $ 472 $ 266 $ 77 $ 816 Liabilities Hedging instruments $ — $ 1,087 $ — $ 1,087 $ — $ 1,050 $ — $ 1,050 Contingent consideration liability — — 171 171 — — 404 404 Licensing arrangements — — 41 41 — — 90 90 $ — $ 1,087 $ 212 $ 1,300 $ — $ 1,050 $ 494 $ 1,545 Our investments in money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as Cash and cash equivalents or Other current assets within our accompanying unaudited consolidated balance sheets, in accordance with GAAP and our accounting policies. In addition to $1.733 billion invested in money market funds and time deposits as of September 30, 2024 and $454 million as of December 31, 2023, we held $803 million in interest-bearing and non-interest-bearing bank accounts as of September 30, 2024 and $411 million as of December 31, 2023. Our recurring fair value measurements using Level 3 inputs include those related to our contingent consideration liability. Refer to Note B – Acquisitions and Strategic Investments for a discussion of the changes in the fair value of our contingent consideration liability. In addition, our recurring fair value measurements using Level 3 inputs related to our licensing arrangements, including the contractual right to receive future royalty payments related to the Zytiga™ Drug. We maintain a financial asset and associated liability for our licensing arrangements measured at fair value within our unaudited consolidated balance sheets in accordance with FASB ASC Topic 825, Financial Instruments. We elected the fair value option to measure the financial asset and associated liability as it provides for consistency and comparability of these financial instruments with others. Refer to Note D – Hedging Activities and Fair Value Measurements to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information. The recurring Level 3 fair value measurements of our licensing arrangements recognized within our accompanying unaudited consolidated balance sheet as of September 30, 2024 include the following significant unobservable inputs: Licensing Arrangements Fair Value as of September 30, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Financial Asset $37 million Discounted Cash Flow Discount Rate 15% 15% Projected Year of Payment 2024 - 2025 2025 Financial Liability $41 million Discounted Cash Flow Discount Rate 12 % - 15% 13% Projected Year of Payment 2024 - 2026 2025 (1) Unobservable inputs relate to a single financial asset and liability. As such, unobservable inputs were not weighted by the relative fair value of the instruments. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Changes in the fair value of our licensing arrangements' financial asset were as follows: (in millions) Balance as of December 31, 2023 $ 77 Proceeds from royalty rights (31) Fair value adjustment (expense) benefit (9) Balance as of September 30, 2024 $ 37 Changes in the fair value of our licensing arrangements' financial liability were as follows: (in millions) Balance as of December 31, 2023 $ 90 Payments for royalty rights (41) Fair value adjustment expense (benefit) (8) Balance as of September 30, 2024 $ 41 Non-Recurring Fair Value Measurements We hold certain assets and liabilities that are measured at fair value on a non-recurring basis in periods after initial recognition. The fair value of a measurement alternative investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Refer to Note B – Acquisitions and Strategic Investments for a discussion of our strategic investments and Note C – Goodwill and Other Intangible Assets for a discussion of the fair values of our intangible assets including goodwill. The fair value of our outstanding debt obligations, excluding finance leases, was $10.734 billion as of September 30, 2024 and $8.735 billion as of December 31, 2023. We determined fair value by using quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy, and face value for commercial paper, term loans and credit facility borrowings outstanding. Refer to Note E – Contractual Obligations and Commitments for a discussion of our debt obligations. |
Contractual Obligations and Com
Contractual Obligations and Commitments | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
CONTRACTUAL OBLIGATIONS AND COMMITMENTS | NOTE E – CONTRACTUAL OBLIGATIONS AND COMMITMENTS Borrowings and Credit Arrangements We had total debt outstanding of $10.885 billion as of September 30, 2024 and $9.102 billion as of December 31, 2023, with current obligations of $1.652 billion as of September 30, 2024 and $531 million as of December 31, 2023. The debt maturity schedule for our long-term debt obligations is presented below: (in millions, except interest rates) Issuance Date Maturity Date As of Coupon Rate (1) September 30, December 31, March 2025 Senior Notes (3) March 2022 March 2025 — 1,105 0.750% June 2025 Senior Notes May 2020 June 2025 — 500 1.900% March 2026 Senior Notes February 2019 March 2026 255 255 3.750% December 2027 Senior Notes (3) November 2019 December 2027 1,007 995 0.625% March 2028 Senior Notes (3) March 2022 March 2028 839 829 1.375% March 2028 Senior Notes February 2018 March 2028 344 344 4.000% March 2029 Senior Notes February 2019 March 2029 272 272 4.000% March 2029 Senior Notes (3) February 2024 March 2029 839 — 3.375% June 2030 Senior Notes May 2020 June 2030 1,200 1,200 2.650% March 2031 Senior Notes (3) March 2022 March 2031 839 829 1.625% March 2032 Senior Notes (3) February 2024 March 2032 1,399 — 3.500% March 2034 Senior Notes (3) March 2022 March 2034 560 553 1.875% November 2035 Senior Notes (2) November 2005 November 2035 350 350 6.500% March 2039 Senior Notes February 2019 March 2039 450 450 4.550% January 2040 Senior Notes December 2009 January 2040 300 300 7.375% March 2049 Senior Notes February 2019 March 2049 650 650 4.700% Unamortized Debt Issuance Discount and Deferred Financing Costs 2024 - 2049 (75) (65) Finance Lease Obligation Various 4 5 Long-term debt $ 9,233 $ 8,571 (1) Coupon rates are semi-annual, except for the euro-denominated notes, which bear an annual coupon. (2) Corporate credit rating improvements may result in a decrease in the adjusted interest rate on our November 2035 Notes to the extent that our lowest credit rating is above BBB- or Baa3. The interest rates on our November 2035 Notes will be permanently reinstated to the issuance rate of 6.25% if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. (3) These notes are euro-denominated and presented in U.S. dollars based on the exchange rate in effect as of September 30, 2024 and December 31, 2023, respectively. Revolving Credit Facility On May 10, 2021, we entered into a $2.750 billion revolving credit facility (as amended, supplemented or otherwise modified from time to time, the 2021 Revolving Credit Facility) with a global syndicate of commercial banks. On May 10, 2024, we entered into a third amendment to the 2021 Revolving Credit Facility credit agreement, which provided for, among other things, an extension of the scheduled maturity date to May 10, 2029, an amendment of the Ratings based pricing grid of the Applicable Margin, each as defined in the credit agreement, and reset the applicable date for purposes of determining the amounts of restructuring charges and restructuring-related expenses that may be excluded from consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by the credit agreement, for purposes of our maximum leverage ratio covenant, from December 31, 2022 to March 31, 2024, as further discussed under Financial Covenant below. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We had no amounts outstanding under the 2021 Revolving Credit Facility as of September 30, 2024 or December 31, 2023. Financial Covenant As of September 30, 2024, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility. Covenant Requirement Actual as of September 30, 2024 as of September 30, 2024 Maximum permitted leverage ratio (1) 3.75 times 1.95 times (1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement, as amended. The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the 2021 Revolving Credit Facility. We have elected to designate the Axonics acquisition as a Qualified Acquisition under the credit agreement, and upon closing, will increase the maximum permitted leverage ratio at that time. The agreement also provides for an exclusion of any debt incurred to fund a Qualified Acquisition, until the earlier of the acquisition close date or date of abandonment, termination or expiration of the acquisition agreement. As of September 30, 2024, we excluded from our leverage ratio calculation $2.218 billion of debt incurred in connection with the Axonics acquisition. The financial covenant requirement, as amended on May 10, 2024, provides for an exclusion from the calculation of consolidated EBITDA, as defined by the credit agreement, through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions related to restructuring charges and restructuring-related expenses from December 31, 2022 to March 31, 2024. Permitted exclusions include up to $500 million in cash and non-cash restructuring charges and restructuring-related expenses associated with our current or future restructuring plans. As of September 30, 2024, we had $401 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, as defined by the agreement, provided that the sum of any excluded net cash litigation payments do not exceed $1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of September 30, 2024, we had $1.442 billion of the litigation exclusion remaining. Any inability to maintain compliance with this covenant could require us to seek to renegotiate the terms of our credit arrangements or seek waivers from compliance with this covenant, both of which could result in additional borrowing costs. Further, there can be no assurance that our lenders would agree to such new terms or grant such waivers on terms acceptable to us. In this case, all 2021 Revolving Credit Facility commitments would terminate, and any amounts borrowed under the facility would become immediately due and payable. Furthermore, any termination of our 2021 Revolving Credit Facility may negatively impact the credit ratings assigned to our commercial paper program, which may impact our ability to refinance any then outstanding commercial paper as it becomes due and payable . Commercial Paper Our commercial paper program is backed by the 2021 Revolving Credit Facility. We did not have any commercial paper outstanding as of September 30, 2024 or December 31, 2023. Senior Notes We had senior notes outstanding of $10.924 billion as of September 30, 2024 and $9.136 billion as of December 31, 2023. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to sinking fund requirements. Our senior notes are unsecured, unsubordinated obligations and rank on parity with each other. These notes are effectively junior to liabilities of our subsidiaries (refer to Other Arrangements below). In February 2024, American Medical Systems Europe B.V. (AMS Europe), an indirect, wholly owned subsidiary of Boston Scientific, completed a registered public offering of €2.000 billion in aggregate principal amount of euro-denominated senior notes comprised of €750 million of 3.375% Senior Notes due 2029 and €1.250 billion of 3.500% Senior Notes due 2032 (collectively, the 2024 Eurobonds). Boston Scientific has fully and unconditionally guaranteed all of AMS Europe's obligations under the 2024 Eurobonds, in addition to all of AMS Europe's obligations under the euro-denominated senior notes that were previously issued by AMS Europe in 2022, and no other subsidiary of Boston Scientific will guarantee these obligations. AMS Europe is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of Regulation S-X. The financial condition, results of operations and cash flows of AMS Europe are consolidated in the financial statements of Boston Scientific. The offering resulted in cash proceeds of $2.145 billion, net of investor discounts and issuance costs. We used the net proceeds from the offering of the 2024 Eurobonds to fund the repayment at maturity of our 3.450% Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes. Additionally, we plan to use the remaining net proceeds from the offering to fund a portion of the purchase price of the Axonics acquisition and to pay related fees and expenses, and for general corporate purposes. The transaction is expected to be completed in the fourth quarter of 2024, subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction (or waiver) of other customary closing conditions. If (i) the Axonics acquisition is not consummated on or before the later of (x) January 8, 2025 (as such date may be extended in accordance with the merger agreement to no later than January 8, 2026) and (y) the date that is five business days after any later date to which we and Axonics may agree to extend the "Outside Date" in the merger agreement or (ii) AMS Europe notifies the trustee that we will not pursue consummation of the Axonics Acquisition, AMS Europe will be required to redeem each series of the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of such series of notes, plus accrued and unpaid interest, if any, to, but excluding, the date on which the notes will be redeemed. Refer to Note B – Acquisitions and Strategic Investments for more information on the Axonics acquisition. Other Arrangements We have accounts receivable factoring programs in certain European countries and with commercial banks in China and Japan which include promissory notes discounting programs. We account for our factoring programs as sales under FASB ASC Topic 860, Transfers and Servicing . We have no retained interest in the transferred receivables, other than collection and administration, and once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. Amounts de-recognized for accounts and notes receivable, which are excluded from Trade accounts receivable, net within our accompanying unaudited consolidated balance sheets, are aggregated by contract denominated currency below (in millions): Factoring Arrangements As of September 30, 2024 As of December 31, 2023 Amount Weighted Average Amount Weighted Average Euro denominated $ 211 5.5 % $ 206 5.1 % Yen denominated 199 0.9 % 214 0.6 % Renminbi denominated 27 2.2 % 14 2.9 % Other Contractual Obligations and Commitments We had outstanding letters of credit of $216 million as of September 30, 2024 and $174 million as of December 31, 2023, which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of September 30, 2024 and December 31, 2023 we had not recognized a related liability for our outstanding letters of credit within our accompanying unaudited consolidated balance sheets. We have a supplier financing program offered primarily in the U.S. that enables our suppliers to opt to receive early payment at a nominal discount, while allowing us to lengthen our payment terms and optimize working capital. Our standard payment term in the U.S. is 90 days. All outstanding payables related to the supplier finance program are classified within Accounts Payable within our unaudited consolidated balance sheets and were $137 million as of September 30, 2024 and $152 million as of December 31, 2023. Refer to Note E – Contractual Obligations and Commitments to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information on our borrowings and credit agreements. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2024 | |
Supplemental Balance Sheet Information [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | NOTE F – SUPPLEMENTAL BALANCE SHEET INFORMATION Components of selected captions within our accompanying unaudited consolidated balance sheets are as follows: Trade accounts receivable, net As of (in millions) September 30, 2024 December 31, 2023 Trade accounts receivable $ 2,610 $ 2,338 Allowance for credit losses (109) (110) $ 2,501 $ 2,228 The following is a roll forward of our Allowance for credit losses : Three Months Ended September 30, Nine Months Ended (in millions) 2024 2023 2024 2023 Beginning balance $ 105 $ 127 $ 110 $ 109 Credit loss expense 10 10 30 44 Write-offs (6) (11) (32) (27) Ending balance $ 109 $ 126 $ 109 $ 126 Inventories As of (in millions) September 30, 2024 December 31, 2023 Finished goods $ 1,687 $ 1,537 Work-in-process 206 174 Raw materials 860 773 $ 2,753 $ 2,484 Other current assets As of (in millions) September 30, 2024 December 31, 2023 Restricted cash and restricted cash equivalents $ 70 $ 130 Derivative assets 168 159 Licensing arrangements 33 47 Other 403 285 $ 674 $ 621 Property, plant and equipment, net As of (in millions) September 30, 2024 December 31, 2023 Land $ 143 $ 140 Buildings and improvements 1,912 1,843 Equipment, furniture and fixtures 3,673 3,503 Capital in progress 966 857 6,694 6,343 Less: accumulated depreciation 3,622 3,484 $ 3,072 $ 2,859 Depreciation expense was $102 million for the third quarter of 2024, $93 million for the third quarter of 2023, $290 million for the first nine months of 2024 and $263 million for the first nine months of 2023. Other long-term assets As of (in millions) September 30, 2024 December 31, 2023 Restricted cash equivalents $ 78 $ 60 Operating lease right-of-use assets 426 439 Derivative assets 20 107 Investments 532 413 Licensing arrangements 4 30 Indemnification asset 183 176 Other 400 306 $ 1,642 $ 1,531 Accrued expenses As of (in millions) September 30, 2024 December 31, 2023 Legal reserves $ 126 $ 206 Payroll and related liabilities 1,111 1,051 Rebates 460 389 Contingent consideration 62 304 Other 701 696 $ 2,460 $ 2,646 Other current liabilities As of (in millions) September 30, 2024 December 31, 2023 Deferred revenue $ 290 $ 266 Licensing arrangements 33 49 Taxes payable 286 220 Other 282 278 $ 891 $ 814 Other long-term liabilities As of (in millions) September 30, 2024 December 31, 2023 Accrued income taxes $ 364 $ 470 Legal reserves 124 172 Contingent consideration 109 100 Licensing arrangements 8 41 Operating lease liabilities 373 390 Deferred revenue 328 311 Other 535 484 $ 1,841 $ 1,967 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE G – INCOME TAXES The following table provides a reconciliation of our reported tax rate to the rate from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Reported tax rate 30.0 % 17.3 % 24.4 % 26.5 % Impact of certain receipts/charges (1) (12.3) % (0.2) % (6.0) % (7.3) % Rate from continuing operations 17.7 % 17.1 % 18.3 % 19.2 % (1) These receipts/charges are taxed at different rates than our rate from continuing operations. Our reported tax rate is affected by recurring items such as the amount of our earnings subject to differing tax rates in foreign jurisdictions and the impact of certain receipts and charges that are taxed at rates that differ from our rate from continuing operations. In the third quarter of 2024, the primary difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges. In the first nine months of 2024, the primary difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, benefits for intangible asset impairment charges, and discrete tax benefits primarily related to stock-based compensation. In the third quarter of 2023, the primary difference between the rate from continuing operations and our reported tax rate relates to litigation-related charges. In the first nine months of 2023, the primary difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, litigation-related charges and discrete tax benefits related to unrecognized tax benefits and stock-based compensation. As of September 30, 2024, we had $493 million of gross unrecognized tax benefits, of which a net $417 million, if recognized, would affect our effective tax rate. As of December 31, 2023, we had $467 million of gross unrecognized tax benefits, of which a net $395 million, if recognized, would affect our effective tax rate. The change in gross unrecognized tax benefit is primarily related to current year accruals for reserves and audits. It is reasonably possible that within the next 12 months, we will resolve multiple issues with foreign, federal and state taxing authorities, resulting in a reduction in our balance of unrecognized tax benefits of up to $9 million. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE H – COMMITMENTS AND CONTINGENCIES The medical device market in which we participate is largely technology driven. As a result, intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. Over the years, there has been litigation initiated against us by others, including our competitors, claiming that our current or former product offerings infringe patents owned or licensed by them. Intellectual property litigation is inherently complex and unpredictable. In addition, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding, or in a series of related proceedings, or litigate multiple features of a single class of devices. These dynamics frequently drive settlement not only for individual cases, but also for a series of pending and potentially related and unrelated cases. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies. During recent years, we successfully negotiated closure of several long-standing legal matters and have received favorable rulings in several other matters; however, there continues to be outstanding litigation. Adverse outcomes in one or more of these matters could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity. In addition, product liability, securities and commercial claims have been asserted against us and similar claims may be asserted against us in the future related to events not known to management at the present time. We maintain an insurance policy providing limited coverage against securities claims and we are substantially self-insured with respect to product liability claims and fully self-insured with respect to intellectual property infringement claims. The absence of significant third-party insurance coverage increases our potential exposure to unanticipated claims or adverse decisions. Product liability claims, securities and commercial litigation and other legal proceedings in the future, regardless of their outcome, could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity. In addition, like other companies in the medical device industry, we are subject to extensive regulation by national, state and local government agencies in the U.S. and other countries in which we operate. From time to time we are the subject of qui tam actions and governmental investigations often involving regulatory, marketing and other business practices. These qui tam actions and governmental investigations could result in the commencement of civil and criminal proceedings, substantial fines, penalties and administrative remedies and have a material adverse effect on our financial position, results of operations and/or liquidity. For additional information, refer to Note I – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K. In accordance with FASB ASC Topic 450, Contingencies , we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. Our accrual for legal matters that are probable and estimable was $250 million as of September 30, 2024 and $377 million as of December 31, 2023 and includes certain estimated costs of settlement, damages and defense primarily related to product liability cases or claims related to our transvaginal surgical mesh products. A portion of this accrual is already funded through our qualified settlement fund, which is included in restricted cash and restricted cash equivalents in Other current assets of $70 million as of September 30, 2024 and $130 million as of December 31, 2023. Refer to Note F – Supplemental Balance Sheet Information for additional information. We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) within our accompanying unaudited consolidated financial statements. We did not record any litigation-related net charges (credits) during the third quarter and first nine months of 2024, and reco rded litigation-related net credits of $111 million during the third quarter and first nine months of 2023 related to the settlement of offensive patent litigation. All other legal and product liability charges, credits and costs are recorded within Selling, general and administrative expenses within our accompanying unaudited consolidated statements of operations. We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with our financial covenant required by our credit arrangements. In management's opinion, we are not currently involved in any legal proceedings other than those disclosed in our most recent Annual Report on Form 10-K and those specifically identified below, which, individually or in the aggregate, could have a material adverse effect on our financial condition, operations and/or cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated. Patent Litigation On November 20, 2017, The Board of Regents, University of Texas System and TissueGen. Inc. (collectively, UT), served a lawsuit against us in the Western District of Texas. The complaint against the Company alleges patent infringement of two U.S. patents owned by UT, relating to “Drug Releasing Biodegradable Fiber Implant” and “Drug Releasing Biodegradable Fiber for Delivery of Therapeutics,” and affects the manufacture, use and sale of our Synergy™ Stent System. UT primarily seeks a reasonable royalty. On March 12, 2018, the District Court for the Western District of Texas dismissed the action and transferred it to the United States District Court for the District of Delaware. On September 5, 2019, the Court of Appeals for the Federal Circuit affirmed the dismissal of the District Court for the Western District of Texas. In April 2020, the United States Supreme Court denied the UT’s Petition for Certiorari. UT proceeded with its case against the Company in Delaware. In January 2023, a jury trial was held on the issue of whether the one UT patent still asserted in the case was valid and whether it was infringed by the Company. On January 31, 2023, a jury concluded that UT’s patent was valid and willfully infringed by the Company, and awarded UT $42 million in damages. Following the trial, UT filed a motion seeking prejudgment interest and enhanced damages. The Company filed a motion seeking judgment as a matter of law in its favor or alternatively a new trial. On June 5, 2024, the Court granted the Company’s motion for judgment as a matter of law of no willful infringement, but otherwise denied the Company’s motions. The Court also denied UT’s motion for enhanced damages, awarded approximately $7 million in pre-judgment interest, and awarded post-judgment interest. On July 3, 2024, UT and the Company each filed a notice of appeal. Product Liability Litigation Multiple product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse have been asserted against us, predominantly in the United States, Canada, the United Kingdom, Scotland, Ireland, and Australia. Plaintiffs generally seek monetary damages based on allegations of personal injury associated with the use of our transvaginal surgical mesh products, including design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. We have entered into individual and master settlement agreements or are in the final stages of entering agreements with certain plaintiffs' counsel, to resolve the majority of these cases and claims. All settlement agreements were entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing. In addition, in April 2021 the Company's Board of Directors received a shareholder demand under section 220 of the Delaware General Corporation Law, for inspection of books and records related to mesh settlements. The Company has notified our insurer and retained counsel to respond to the demand. We have established a product liability accrual for remaining claims asserted against us associated with our transvaginal surgical mesh products and the costs of defense thereof. We continue to engage in discussions with plaintiffs’ counsel regarding potential resolution of pending cases and claims, which we continue to vigorously contest. The final resolution of the cases and claims is uncertain and could have a material impact on our results of operations, financial condition and/or liquidity. Trials involving our transvaginal surgical mesh products have resulted in both favorable and unfavorable judgments for us. We do not believe that the judgment in any one trial is representative of potential outcomes of all cases or claims related to our transvaginal surgical mesh products. Governmental Investigations and Qui Tam Matters Like many healthcare companies, the Company receives inquiries and has ongoing discussions with governmental agencies with respect to the Company’s operations, such as the Securities and Exchange Commission (SEC), the Department of Justice (DOJ) and foreign regulators, including its operations in Vietnam with respect to alleged Foreign Corrupt Practices Act (FCPA) violations the Company received in March 2022. The Company has received related subpoenas for documents from the DOJ and the SEC with respect to the Vietnam matter, and is cooperating with the government while investigating these allegations. From time to time, the Company also self-discloses potential concerns to regulators. In the course of Vietnam-related discussions with the DOJ and SEC, the Company has disclosed that it is investigating other potential concerns in Vietnam and other countries. From time to time, the Company also receives U.S.-based subpoenas and DOJ Civil Investigative Demands (CID), including the following matters: in April 2023, the Company received a DOJ subpoena that seeks documents and information related to its ambulatory electrocardiography monitoring business; in December 2023, the Company received a DOJ CID related to the provision of peripheral intervention services through office-based labs. The Company is cooperating with the DOJ in these matters. Other Proceedings On December 4, 2020, Enrique Jevons, individually and on behalf of all others similarly situated, filed a class action complaint against the Company, Michael F. Mahoney and Daniel J. Brennan, stemming from the recall and retirement of the LOTUS Edge™ Aortic Valve System (LOTUS System) in United States District Court for the Eastern District of New York. On December 14, 2020, the parties agreed to transfer the case to the United States District Court for the District of Massachusetts. On December 16, 2020, Mariano Errichiello, individually and on behalf of all others similarly situated, filed a second, materially similar class action complaint against the Company, Michael F. Mahoney, Joseph M. Fitzgerald, and Daniel J. Brennan in the United States District Court for the District of Massachusetts. Subsequently, on March 30, 2021, the Court consolidated the two actions, and appointed Union Asset Management Holding AG as the lead plaintiff. The plaintiffs filed an Amended Complaint in June 2021 that seeks unspecified compensatory damages in favor of the alleged class as well as unspecified equitable relief. The Company filed a Motion to Dismiss in July 2021, which, in December 2022, the Court granted in part and denied in part. On October 23, 2023, the Company reached an agreement in principle with the lead plaintiff to settle the case. The Court granted the motion for preliminary approval of the proposed settlement on December 27, 2023, and approved the settlement and dismissed the case on April 23, 2024. On February 8, 2021, the Company received a letter from The Vladimir Gusinsky Revocable Trust, a shareholder, demanding that the Company’s Board of Directors conduct an investigation into actions by the Company’s directors and executive officers regarding statements made about the effectiveness and commercial viability of the LOTUS System. The Trust subsequently agreed to stay its demand, pending the outcome of any dispositive motion against the Amended Complaint in the class action complaint described above. The Company received letters on behalf of the Union Excavators Local 731 Pension Fund, Diane Nachbaur, and Frank Tripson, three stockholders of the Company, on July 26, 2021, July 29, 2021, and February 13, 2023, respectively, each demanding access to certain books and records of the Company, pursuant to Section 220 of the Delaware General Corporation Law, regarding the business, operations, effectiveness and commercial viability of the LOTUS system, and related items. On April 7, 2023, Diane Nachbaur filed a shareholder derivative complaint in the United States District Court for the District of Massachusetts against the Company, Michael F. Mahoney, Nelda J. Connors, Charles J. Dockendorff, Yoshiaki Fujimori, Donna A. James, Edward J. Ludwig, David Roux, John E. Sununu, Ellen M. Zane, Joseph M. Fitzgerald, Daniel J. Brennan, Shawn McCarthy, Ian Meredith, Kevin Ballinger, and Susan Vissers Lisa. On May 8, 2023, the Court stayed the case until the conclusion of the consolidated class action case. On October 18, 2023, Frank Tripson filed a shareholder derivative complaint in the Court of Chancery of the State of Delaware against the Company, Michael F. Mahoney, Daniel J. Brennan, Joseph M. Fitzgerald, Shawn McCarthy, Kevin Ballinger, Ian Meredith, Susan Vissers Lisa, Nelda J. Connors, Charles J. Dockendorff, Yoshiaki Fujimori, Donna A. James, Edward J. Ludwig, Stephen P. MacMillan, David Roux, John E. Sununu, and Ellen M. Zane. On December 15, 2023, the Court stayed that case until March 31, 2024. On March 26, 2024, the Company reached an agreement in principle with all of the plaintiffs to resolve the matters. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE I – STOCKHOLDERS' EQUITY Preferred Stock We are authorized to issue 50 million shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating, option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by our stockholders. On May 27, 2020, we completed an offering of 10,062,500 shares of 5.50% Mandatory Convertible Preferred Stock, Series A (MCPS) at a price to the public and liquidation preference of $100 per share. The net proceeds from the MCPS offering were approximately $975 million after deducting underwriting discounts and commissions and offering expenses. On June 1, 2023, (the Mandatory Conversion Date), all outstanding shares of MCPS automatically converted into shares of common stock. The conversion rate for each share of MCPS was 2.3834 shares of common stock. No action by the holders of the MCPS was required in connection with the mandatory conversion. Cash was paid in lieu of fractional shares in accordance with the terms of the MCPS. An aggregate of approximately 24 million shares of common stock, including shares of common stock issued to holders of MCPS that elected to convert prior to the Mandatory Conversion Date, were issued upon conversion of the MCPS. Following the mandatory conversion of the MCPS, there were no outstanding shares of MCPS. Refer to Note J – Stockholders' Equity to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for information on the pertinent rights and privileges of our outstanding common stock. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 9 Months Ended |
Sep. 30, 2024 | |
Earnings Per Share [Abstract] | |
WEIGHTED AVERAGE SHARES OUTSTANDING | NOTE J – WEIGHTED AVERAGE SHARES OUTSTANDING Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Weighted average shares outstanding — basic 1,472.7 1,464.5 1,470.6 1,448.8 Net effect of common stock equivalents 14.8 10.5 13.9 10.2 Weighted average shares outstanding - diluted 1,487.4 1,475.0 1,484.5 1,459.1 The following securities were excluded from the calculation of weighted average shares outstanding - diluted because their effect in the periods presented below would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Stock options outstanding (1) — 0 — 0 MCPS (2) — — — 13 (1) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods. (2) Represents common stock issuable upon the conversion of MCPS. Refer to Note I – Stockholders' Equity for additional information. We base Net income (loss) per common share - diluted upon the weighted-average number of common shares and common stock equivalents outstanding during each year. Potential common stock equivalents are determined using the treasury stock method. We exclude stock options, stock awards and, prior to the Mandatory Conversion Date, our MCPS, from the calculation if the effect would be anti-dilutive. The dilutive effect of MCPS is calculated using the if-converted method. The if-converted method assumes that these securities were converted to shares of common stock at the beginning of the reporting period to the extent that the effect is dilutive. For the third quarter and first nine months of 2023, the effect of assuming the conversion of MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of earnings per share (EPS). Accordingly, Net income (loss) was reduced by cumulative Preferred stock dividends , as presented within our accompanying unaudited consolidated statements of operations, for purposes of calculating Net income attributable to Boston Scientific common stockholders . On June 1, 2023, all outstanding shares of MCPS automatically converted into shares of common stock. We issued approximately two million shares of our common stock in the third quarter of 2024, approximately eight million shares in the first nine months of 2024, approximately two million shares in the third quarter of 2023 and approximately 32 million shares in the first nine months of 2023. Shares were issued following the exercise of stock options, vesting of restricted stock units or purchases under our employee stock purchase plan and, specific to the first nine months of 2023, following the automatic conversion of the MCPS. We did not repurchase any shares of our common stock in the first nine months of 2024 or 2023. On December 14, 2020, our Board of Directors approved a stock repurchase program authorizing the repurchase of up to $1.000 billion of our common stock. As of September 30, 2024, we had the full amount remaining available under the authorization. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE K – SEGMENT REPORTING We aggregate our core businesses into two reportable segments: MedSurg and Cardiovascular, each of which generates revenues from the sale of medical devices. In accordance with FASB ASC Topic 280, Segment Reporting , we identified our reportable segments based on the nature of our products, production processes, type of customer, selling and distribution methods and regulatory environment, as well as the economic characteristics of each of our operating segments. We measure and evaluate our reportable segments based on their respective net sales, operating income, excluding intersegment profits, and operating income as a percentage of net sales, all based on internally-derived standard currency exchange rates to exclude the impact of foreign currency, which may be updated from year to year. We exclude from operating income of reportable segments certain corporate-related expenses and certain transactions or adjustments that our chief operating decision maker (CODM) considers to be non-operational, such as amounts related to amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), and certain litigation-related net charges (credits) and European Union (EU) Medical Device Regulation (MDR) implementation costs. Although we exclude these amounts from operating income of reportable segments, they are included in reported Income (loss) before income taxes within our accompanying unaudited consolidated statements of operations and are included in the reconciliation below. Refer to Note L – Revenue for net sales by reportable segment presented in accordance with GAAP. A reconciliation of the totals reported for the reportable segments to the applicable line items within our accompanying unaudited consolidated statements of operations is as follows (in millions, except percentages). Prior period amounts have been restated at constant currency to conform to current year presentation. Three Months Ended Nine Months Ended Net Sales 2024 2023 2024 2023 MedSurg $ 1,470 $ 1,332 $ 4,352 $ 3,943 Cardiovascular 2,709 2,167 7,767 6,442 Total net sales of reportable segments 4,179 3,498 12,118 10,385 Impact of foreign currency fluctuations 30 28 68 130 $ 4,209 $ 3,527 $ 12,186 $ 10,515 Income (loss) before income taxes MedSurg $ 509 $ 455 $ 1,494 $ 1,322 Cardiovascular 842 579 2,256 1,714 Total operating income of reportable segments 1,350 1,034 3,750 3,036 Unallocated amounts: Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments (203) (115) (472) (288) Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs (209) (19) (719) (370) Amortization expense (205) (208) (631) (620) Operating income (loss) 733 693 1,928 1,759 Other income (expense), net (65) (83) (231) (279) Income (loss) before income taxes $ 669 $ 610 $ 1,697 $ 1,480 Three Months Ended September 30, Nine Months Ended Operating income margin of reportable segments 2024 2023 2024 2023 MedSurg 34.6 % 34.2 % 34.3 % 33.5 % Cardiovascular 31.1 % 26.7 % 29.0 % 26.6 % |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE L – REVENUE We generate revenue primarily from the sale of single-use medical devices and present revenue net of sales taxes within our accompanying unaudited consolidated statements of operations. Our business structure is organized into five operating segments. The following tables disaggregate our revenue from contracts with customers by business unit and geographic region (in millions). Generally, we allocate revenue from contracts with customers to geographic regions based on the location where the sale originated. Three Months Ended September 30, 2024 2023 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 417 $ 261 $ 678 $ 382 $ 247 $ 629 Urology 379 153 532 341 142 483 Neuromodulation 211 57 268 175 55 229 MedSurg 1,007 472 1,479 898 443 1,341 Interventional Cardiology Therapies 212 449 661 182 401 583 Watchman 342 38 380 291 31 323 Cardiac Rhythm Management 349 213 561 355 197 552 Electrophysiology 366 160 527 89 101 190 Cardiology 1,269 859 2,129 918 730 1,647 Peripheral Interventions 316 285 602 283 255 538 Cardiovascular 1,586 1,145 2,731 1,201 984 2,185 Total Net Sales $ 2,593 $ 1,616 $ 4,209 $ 2,099 $ 1,427 $ 3,527 Nine Months Ended September 30, 2024 2023 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 1,227 $ 769 $ 1,996 $ 1,118 $ 719 $ 1,836 Urology 1,098 473 1,570 1,007 430 1,437 Neuromodulation 616 191 807 530 177 708 MedSurg 2,941 1,433 4,373 2,655 1,326 3,981 Interventional Cardiology Therapies 608 1,370 1,977 554 1,248 1,803 Watchman 996 107 1,103 843 87 930 Cardiac Rhythm Management 1,054 658 1,713 1,057 609 1,665 Electrophysiology 795 460 1,255 259 300 560 Cardiology 3,452 2,595 6,048 2,714 2,244 4,958 Peripheral Interventions 924 841 1,765 844 733 1,577 Cardiovascular 4,377 3,436 7,813 3,557 2,977 6,534 Total Net Sales $ 7,317 $ 4,869 $ 12,186 $ 6,212 $ 4,303 $ 10,515 Refer to Note K - Segment Reporting for information on our reportable segments. Three Months Ended September 30, Nine Months Ended September 30, Geographic Regions 2024 2023 2024 2023 U.S. $ 2,593 $ 2,099 $ 7,317 $ 6,212 Europe, Middle East and Africa 773 671 2,398 2,107 Asia-Pacific 684 611 2,002 1,784 Latin America and Canada 159 146 469 412 Total Net Sales $ 4,209 $ 3,527 $ 12,186 $ 10,515 Emerging Markets (1) $ 684 $ 594 $ 2,012 $ 1,715 (1) Periodically, we assess our list of Emerging Markets countries, and effective January 1, 2023, modified our list to include all countries except the United States, Western and Central Europe, Japan, Australia, New Zealand and Canada. Deferred Revenue Contract liabilities are classified within Other current liabilities and Other long-term liabilities within our accompanying unaudited consolidated balance sheets. Our deferred revenue balance was $618 million as of September 30, 2024 and $577 million as of December 31, 2023. Our contract liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System within our Cardiology business, for which revenue is recognized over the average service period based on device and patient longevity. Our contract liabilities also include deferred revenue related to the LUX-Dx™ Insertable Cardiac Monitor system, also within our Cardiology business, for which revenue is recognized over the average service period based on device longevity and usage. We recognized revenue of $57 million in the third quarter and $177 million in the first nine months of 2024 that was included in the above contract liability balance as of December 31, 2023. We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less. In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred. Variable Consideration For additional information on variable consideration, refer to Note A – Significant Accounting Policies to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K. |
Changes in Other Comprehensive
Changes in Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2024 | |
Other Comprehensive Income (Loss), Net of Tax, Period Change [Abstract] | |
CHANGES IN OTHER COMPREHENSIVE INCOME | NOTE M – CHANGES IN OTHER COMPREHENSIVE INCOME The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax attributable to Boston Scientific common stockholders: (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2024 $ 13 $ 159 $ (8) $ 164 Other comprehensive income (loss) before reclassifications (188) (66) — (255) (Income) loss amounts reclassified from accumulated other comprehensive income (3) (34) (0) (37) Total other comprehensive income (loss) (191) (100) (0) (292) Balance as of September 30, 2024 $ (179) $ 59 $ (8) $ (128) (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2023 $ (28) $ 241 $ (4) $ 208 Other comprehensive income (loss) before reclassifications 23 42 — 64 (Income) loss amounts reclassified from accumulated other comprehensive income (2) (39) (0) (41) Total other comprehensive income (loss) 21 3 (0) 23 Balance as of September 30, 2023 $ (8) $ 243 $ (4) $ 231 (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2023 $ (96) $ 154 $ (8) $ 49 Other comprehensive income (loss) before reclassifications (73) 17 0 (56) (Income) loss amounts reclassified from accumulated other comprehensive income (10) (112) $ (0) (122) Total other comprehensive income (loss) (83) (95) 0 (178) Balance as of September 30, 2024 $ (179) $ 59 $ (8) $ (128) (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2022 $ (1) $ 269 $ 1 $ 269 Other comprehensive income (loss) before reclassifications (1) 109 (5) 103 (Income) loss amounts reclassified from accumulated other comprehensive income (6) (134) (1) (141) Total other comprehensive income (loss) (7) (25) (5) (37) Balance as of September 30, 2023 $ (8) $ 243 $ (4) $ 231 Refer to Note D – Hedging Activities and Fair Value Measurements for further detail on our net investment hedges recorded in Foreign currency translation adjustment and our cash flow hedges recorded in Net change in derivative financial instruments . |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NOTE N – NEW ACCOUNTING PRONOUNCEMENTS Periodically, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our accompanying unaudited consolidated financial statements. During the first nine months of 2024, we implemented the following standard on a prospective basis, which did not have a material impact on our unaudited consolidated financial statements: ASC Update No. 2022-03 ASC Update No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions clarifies the guidance in Topic 820 related to measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, as well as introduces new disclosure requirements for these types of equity securities. Standards to be Implemented In November 2023, the FASB issued ASC Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . Update No. 2023-07 requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss in addition to disclosure of amounts for other segment items and a description of its composition. Update No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our unaudited consolidated financial statements. In December 2023, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . Update No. 2023-09 aims to enhance the transparency and decision usefulness of income tax disclosures. Update No. 2023-09 modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. Update No. 2023-09 is effective for fiscal years beginning after December 15, 2024. We expect to adopt Update No. 2023-09 prospectively. As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our unaudited consolidated financial statements. No other new accounting pronouncements issued or effective in the period had or are expected to have a material impact on our accompanying unaudited consolidated financial statements. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2024 shares | Sep. 30, 2024 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
John B. "Brad" Sorenson [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 9, 2024, John B. "Brad" Sorenson, our Executive Vice President, Global Operations, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Sorenson’s plan covers the sale of up to 67,198 shares of our common stock including up to 20,383 shares to be acquired upon determination and/or vesting of performance share units and restricted share units and 17,362 shares to be acquired upon exercise of stock options. Transactions under Mr. Sorenson’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period. Mr. Sorenson’s plan will terminate on the earlier of May 16, 2025, or the date all shares subject to the plan have been sold. | |
Name | John B. "Brad" Sorenson | |
Title | Executive Vice President, Global Operations | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 9, 2024 | |
Arrangement Duration | 280 days | |
Arthur C. Butcher [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 9, 2024, Arthur C. Butcher, our Executive Vice President and Group President, MedSurg and Asia Pacific, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Butcher’s plan covers the sale of 69,253 shares of our common stock to be acquired upon exercise of stock options. Transactions under Mr. Butcher’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period. Mr. Butcher’s plan will terminate on the earlier of January 30, 2026, or the date all shares subject to the plan have been sold. | |
Name | Arthur C. Butcher | |
Title | Executive Vice President and Group President, MedSurg and Asia Pacific | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 9, 2024 | |
Arrangement Duration | 539 days | |
Aggregate Available | 69,253 | 69,253 |
Daniel J. Brennan [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 26, 2024, Daniel J. Brennan, our Executive Vice President and Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Brennan’s plan covers the sale of up to 120,672 shares of our common stock including up to 45,062 shares to be acquired upon determination and/or vesting of performance share units and restricted share units and 75,610 shares to be acquired upon exercise of stock options. Transactions under Mr. Brennan’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period. Mr. Brennan’s plan will terminate on the earlier of June 2, 2025, or the date all shares subject to the plan have been sold. | |
Name | Daniel J. Brennan | |
Title | Executive Vice President and Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 26, 2024 | |
Arrangement Duration | 280 days | |
Rule Trading Arrangement, Common Stock [Member] | John B. "Brad" Sorenson [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 67,198 | 67,198 |
Rule Trading Arrangement, Common Stock [Member] | Daniel J. Brennan [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 120,672 | 120,672 |
Rule Trading Arrangement Performance And Restricted Share Units [Member] | John B. "Brad" Sorenson [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 20,383 | 20,383 |
Rule Trading Arrangement Performance And Restricted Share Units [Member] | Daniel J. Brennan [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 45,062 | 45,062 |
Rule Trading Arrangement Stock, Stock Options [Member] | John B. "Brad" Sorenson [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 17,362 | 17,362 |
Rule Trading Arrangement Stock, Stock Options [Member] | Daniel J. Brennan [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 75,610 | 75,610 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurement | FASB ASC Topic 815 requires all derivative and nonderivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative and nonderivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures |
Legal Costs | In accordance with FASB ASC Topic 450, Contingencies , we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. Our accrual for legal matters that are probable and estimable was $250 million as of September 30, 2024 and $377 million as of December 31, 2023 and includes certain estimated costs of settlement, damages and defense primarily related to product liability cases or claims related to our transvaginal surgical mesh products. A portion of this accrual is already funded through our qualified settlement fund, which is included in restricted cash and restricted cash equivalents in Other current assets of $70 million as of September 30, 2024 and $130 million as of December 31, 2023. Refer to Note F – Supplemental Balance Sheet Information for additional information. We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) |
New Accounting Pronouncements | NOTE N – NEW ACCOUNTING PRONOUNCEMENTS Periodically, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our accompanying unaudited consolidated financial statements. During the first nine months of 2024, we implemented the following standard on a prospective basis, which did not have a material impact on our unaudited consolidated financial statements: ASC Update No. 2022-03 ASC Update No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions clarifies the guidance in Topic 820 related to measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, as well as introduces new disclosure requirements for these types of equity securities. Standards to be Implemented In November 2023, the FASB issued ASC Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . Update No. 2023-07 requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss in addition to disclosure of amounts for other segment items and a description of its composition. Update No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our unaudited consolidated financial statements. In December 2023, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . Update No. 2023-09 aims to enhance the transparency and decision usefulness of income tax disclosures. Update No. 2023-09 modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. Update No. 2023-09 is effective for fiscal years beginning after December 15, 2024. We expect to adopt Update No. 2023-09 prospectively. As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our unaudited consolidated financial statements. No other new accounting pronouncements issued or effective in the period had or are expected to have a material impact on our accompanying unaudited consolidated financial statements. |
Acquisitions, Divestitures an_2
Acquisitions, Divestitures and Strategic Investments (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase price was comprised of the amount presented below: (in millions) Silk Road Medical Payment for acquisition, net of cash acquired $ 1,126 $ 1,126 (in millions) Acotec (1) Apollo Payment for acquisition, net of cash acquired (2) $ 381 $ 636 $ 381 $ 636 (1) Excludes approximately $140 million of cash on hand at the closing of the transaction (2) Related to Acotec, represents our majority stake investment |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final determination of the fair value of certain assets and liabilities will be completed within the measurement period in accordance with FASB ASC Topic 805. (in millions) Silk Road Medical Goodwill $ 563 Amortizable intangible assets 507 Other assets acquired 124 Liabilities assumed (46) Net deferred tax liabilities (22) $ 1,126 (in millions) Acotec Apollo Goodwill $ 337 $ 378 Amortizable intangible assets 334 248 Other assets acquired 93 50 Liabilities assumed (48) (33) Net deferred tax liabilities (76) (5) Fair value of noncontrolling interest (259) — $ 381 $ 636 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | We allocated a portion of the purchase price to the specific intangible asset categories as follows: Amount Assigned (in millions) Weighted Average Amortization Period (in years) Risk-Adjusted Discount Amortizable intangible assets: Technology-related $ 447 12 13% Customer relationships 61 12 13% $ 507 We allocated a portion of the purchase price to the specific intangible asset categories as follows: Amount Assigned (in millions) Weighted Average Amortization Period (in years) Risk-Adjusted Discount Acotec: Amortizable intangible assets: Technology-related $ 308 11 14% Customer relationships 15 11 14% Other intangible assets 11 13 14% $ 334 Apollo: Amortizable intangible assets: Technology-related $ 222 11 12% Customer relationships 26 11 12% $ 248 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the fair value of our contingent consideration liability during the first nine months of 2024 associated with prior period acquisitions were as follows: (in millions) Balance as of December 31, 2023 $ 404 Amount recorded related to current year acquisitions 29 Contingent consideration net expense (benefit) (4) Contingent consideration payments and other adjustments (258) Balance as of September 30, 2024 $ 171 |
Fair Value Measurement Inputs and Valuation Techniques | The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of September 30, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Revenue-based Payments and Milestones $171 million Discounted Cash Flow Discount Rate 6% - 15% 7% Probability of Payment 90% - 100% 98% Projected Year of Payment 2025 - 2029 2027 (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. |
Investment | The aggregate carrying amount of our strategic investments was comprised of the following: As of (in millions) September 30, 2024 December 31, 2023 Equity method investments $ 256 $ 219 Measurement alternative investments (1, 2) 276 194 $ 532 $ 413 (1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations. (2) Includes publicly-held securities and convertible notes measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated goodwill impairment charges are as follows: As of September 30, 2024 As of December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization/ Write-offs Gross Carrying Amount Accumulated Amortization/ Write-offs Technology-related $ 13,431 $ (8,555) $ 13,207 $ (8,101) Patents 480 (381) 480 (387) Other intangible assets 2,270 (1,584) 2,130 (1,500) Amortizable intangible assets $ 16,181 $ (10,521) $ 15,817 $ (9,988) Goodwill $ 24,933 $ (9,900) $ 24,287 $ (9,900) IPR&D $ 94 $ 54 Technology-related — 120 Indefinite-lived intangible assets $ 94 $ 174 |
Schedule of Goodwill | The following represents a roll-forward of our goodwill balance by reportable segment: (in millions) MedSurg Cardiovascular Total As of December 31, 2023 $ 5,347 $ 9,041 $ 14,387 Goodwill acquired 24 609 633 Impact of foreign currency fluctuations and purchase price and other adjustments (22) 34 12 As of September 30, 2024 $ 5,349 $ 9,684 $ 15,033 |
Hedging Activities and Fair V_2
Hedging Activities and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table presents the contractual amounts of our hedging instruments outstanding: (in millions) FASB ASC Topic 815 Designation As of September 30, 2024 December 31, 2023 Forward currency contracts Cash flow hedge $ 2,763 $ 2,284 Forward currency contracts Net investment hedge 645 333 Foreign currency-denominated debt (1) Net investment hedge 997 997 Forward currency contracts Non-designated 3,072 3,282 Total Notional Outstanding $ 7,477 $ 6,896 (1) Foreign currency-denominated debt is the €900 million debt principal associated with our 2027 Notes designated as a net investment hedge. |
Derivative Instruments, Gain (Loss) | Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2024 Forward currency contracts Cash flow hedges $ (86) $ 19 $ (66) Cost of products sold $ 1,312 $ (44) $ 10 $ (34) Net investment hedges (2) (35) 8 (27) Interest expense 79 (4) 1 (3) Foreign currency-denominated debt Net investment hedges (3) (44) 10 (34) Other, net (14) — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 79 0 (0) 0 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Three Months Ended September 30, 2023 Forward currency contracts Cash flow hedges $ 54 $ (12) $ 42 Cost of products sold $ 1,101 $ (51) $ 11 $ (39) Net investment hedges (2) 12 (3) 9 Interest expense 66 (2) 1 (2) Foreign currency-denominated debt Net investment hedges (3) 26 (6) 20 Other, net 18 — — — Interest rate derivative contracts Cash flow hedges — — — Interest Expense 66 1 (0) 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2024 Forward currency contracts Cash flow hedges $ 22 $ (5) $ 17 Cost of products sold $ 3,791 $ (146) $ 33 $ (113) Net investment hedges (2) 12 (3) 9 Interest expense 225 (12) 3 (10) Foreign currency-denominated debt Net investment hedges (3) (12) 3 (10) Other, net 7 — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 225 1 (0) 1 Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Unaudited Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified and Total Amount of Line Item Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Nine Months Ended September 30, 2023 Forward currency contracts Cash flow hedges $ 141 $ (32) $ 109 Cost of products sold $ 3,198 $ (176) $ 40 $ (136) Net investment hedges (2) 40 (9) 31 Interest expense 200 (7) 2 (6) Foreign currency-denominated debt Net investment hedges (3) 8 (2) 6 Other, net 78 — — — Interest rate derivative contracts Cash flow hedges — — — Interest expense 200 2 (0) 2 (1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings. (2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior periods, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings. (3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI. No amounts were reclassified from AOCI to current period earnings. |
Derivative Instruments, Gain (Loss) that may be Reclassified from AOCI to Earnings within Twelve Months | As of September 30, 2024, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions): FASB ASC Topic 815 Designation Location on Unaudited Consolidated Statements of Operations Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings Designated Hedging Instrument Forward currency contracts Cash flow hedge Cost of products sold $ 72 Forward currency contracts Net investment hedge Interest expense 6 Interest rate derivative contracts Cash flow hedge Interest expense (1) |
Derivatives Not Designated as Hedging | Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below: Location on Unaudited Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Net gain (loss) on currency hedge contracts Other, net $ (48) $ 10 $ (4) $ 13 Net gain (loss) on currency transaction exposures Other, net 44 (16) (7) (42) Net currency exchange gain (loss) $ (4) $ (6) $ (11) $ (30) |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following are the balances of our derivative and nonderivative assets and liabilities: Location on Unaudited Consolidated Balance Sheets (1) As of (in millions) September 30, 2024 December 31, 2023 Derivative and Nonderivative Assets: Designated Hedging Instruments Forward currency contracts Other current assets $ 146 $ 140 Forward currency contracts Other long-term assets 20 107 166 246 Non-Designated Hedging Instruments Forward currency contracts Other current assets 22 20 Total Derivative and Nonderivative Assets $ 188 $ 266 Derivative and Nonderivative Liabilities: Designated Hedging Instruments Forward currency contracts Other current liabilities $ 36 $ 15 Forward currency contracts Other long-term liabilities 13 9 Foreign currency-denominated debt (2) Long-term debt 1,002 988 1,052 1,012 Non-Designated Hedging Instruments Forward currency contracts Other current liabilities 36 38 Total Derivative and Nonderivative Liabilities $ 1,087 $ 1,050 (1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less. (2) Foreign currency-denominated debt is the €900 million debt principal associated with our 2027 Notes designated as a net investment hedge. A portion of this notional is subject to de-designation and re-designation based on changes in the underlying hedged item. |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis consist of the following: As of September 30, 2024 December 31, 2023 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds and time deposits $ 1,733 $ — $ — $ 1,733 $ 454 $ — $ — $ 454 Publicly-held equity securities 19 — — 19 18 — — 18 Hedging instruments — 188 — 188 — 266 — 266 Licensing arrangements — — 37 37 — — 77 77 $ 1,752 $ 188 $ 37 $ 1,977 $ 472 $ 266 $ 77 $ 816 Liabilities Hedging instruments $ — $ 1,087 $ — $ 1,087 $ — $ 1,050 $ — $ 1,050 Contingent consideration liability — — 171 171 — — 404 404 Licensing arrangements — — 41 41 — — 90 90 $ — $ 1,087 $ 212 $ 1,300 $ — $ 1,050 $ 494 $ 1,545 The recurring Level 3 fair value measurements of our licensing arrangements recognized within our accompanying unaudited consolidated balance sheet as of September 30, 2024 include the following significant unobservable inputs: Licensing Arrangements Fair Value as of September 30, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Financial Asset $37 million Discounted Cash Flow Discount Rate 15% 15% Projected Year of Payment 2024 - 2025 2025 Financial Liability $41 million Discounted Cash Flow Discount Rate 12 % - 15% 13% Projected Year of Payment 2024 - 2026 2025 (1) Unobservable inputs relate to a single financial asset and liability. As such, unobservable inputs were not weighted by the relative fair value of the instruments. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Changes in the fair value of our licensing arrangements' financial asset were as follows: (in millions) Balance as of December 31, 2023 $ 77 Proceeds from royalty rights (31) Fair value adjustment (expense) benefit (9) Balance as of September 30, 2024 $ 37 Changes in the fair value of our licensing arrangements' financial liability were as follows: (in millions) Balance as of December 31, 2023 $ 90 Payments for royalty rights (41) Fair value adjustment expense (benefit) (8) Balance as of September 30, 2024 $ 41 |
Contractual Obligations and C_2
Contractual Obligations and Commitments (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The debt maturity schedule for our long-term debt obligations is presented below: (in millions, except interest rates) Issuance Date Maturity Date As of Coupon Rate (1) September 30, December 31, March 2025 Senior Notes (3) March 2022 March 2025 — 1,105 0.750% June 2025 Senior Notes May 2020 June 2025 — 500 1.900% March 2026 Senior Notes February 2019 March 2026 255 255 3.750% December 2027 Senior Notes (3) November 2019 December 2027 1,007 995 0.625% March 2028 Senior Notes (3) March 2022 March 2028 839 829 1.375% March 2028 Senior Notes February 2018 March 2028 344 344 4.000% March 2029 Senior Notes February 2019 March 2029 272 272 4.000% March 2029 Senior Notes (3) February 2024 March 2029 839 — 3.375% June 2030 Senior Notes May 2020 June 2030 1,200 1,200 2.650% March 2031 Senior Notes (3) March 2022 March 2031 839 829 1.625% March 2032 Senior Notes (3) February 2024 March 2032 1,399 — 3.500% March 2034 Senior Notes (3) March 2022 March 2034 560 553 1.875% November 2035 Senior Notes (2) November 2005 November 2035 350 350 6.500% March 2039 Senior Notes February 2019 March 2039 450 450 4.550% January 2040 Senior Notes December 2009 January 2040 300 300 7.375% March 2049 Senior Notes February 2019 March 2049 650 650 4.700% Unamortized Debt Issuance Discount and Deferred Financing Costs 2024 - 2049 (75) (65) Finance Lease Obligation Various 4 5 Long-term debt $ 9,233 $ 8,571 (1) Coupon rates are semi-annual, except for the euro-denominated notes, which bear an annual coupon. (2) Corporate credit rating improvements may result in a decrease in the adjusted interest rate on our November 2035 Notes to the extent that our lowest credit rating is above BBB- or Baa3. The interest rates on our November 2035 Notes will be permanently reinstated to the issuance rate of 6.25% if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. (3) These notes are euro-denominated and presented in U.S. dollars based on the exchange rate in effect as of September 30, 2024 and December 31, 2023, respectively. |
Summary Of Term Loan And Revolving Credit Facility Agreement Compliance With Debt Covenants | As of September 30, 2024, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility. Covenant Requirement Actual as of September 30, 2024 as of September 30, 2024 Maximum permitted leverage ratio (1) 3.75 times 1.95 times (1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement, as amended. |
Transfer of Financial Assets Accounted for as Sales | Amounts de-recognized for accounts and notes receivable, which are excluded from Trade accounts receivable, net within our accompanying unaudited consolidated balance sheets, are aggregated by contract denominated currency below (in millions): Factoring Arrangements As of September 30, 2024 As of December 31, 2023 Amount Weighted Average Amount Weighted Average Euro denominated $ 211 5.5 % $ 206 5.1 % Yen denominated 199 0.9 % 214 0.6 % Renminbi denominated 27 2.2 % 14 2.9 % |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Supplemental Balance Sheet Information [Abstract] | |
Trade accounts receivable, net | Trade accounts receivable, net As of (in millions) September 30, 2024 December 31, 2023 Trade accounts receivable $ 2,610 $ 2,338 Allowance for credit losses (109) (110) $ 2,501 $ 2,228 The following is a roll forward of our Allowance for credit losses : Three Months Ended September 30, Nine Months Ended (in millions) 2024 2023 2024 2023 Beginning balance $ 105 $ 127 $ 110 $ 109 Credit loss expense 10 10 30 44 Write-offs (6) (11) (32) (27) Ending balance $ 109 $ 126 $ 109 $ 126 |
Inventory Disclosure | Inventories As of (in millions) September 30, 2024 December 31, 2023 Finished goods $ 1,687 $ 1,537 Work-in-process 206 174 Raw materials 860 773 $ 2,753 $ 2,484 |
Schedule of Other Current Assets | Other current assets As of (in millions) September 30, 2024 December 31, 2023 Restricted cash and restricted cash equivalents $ 70 $ 130 Derivative assets 168 159 Licensing arrangements 33 47 Other 403 285 $ 674 $ 621 |
Property, plant and equipment, net | Property, plant and equipment, net As of (in millions) September 30, 2024 December 31, 2023 Land $ 143 $ 140 Buildings and improvements 1,912 1,843 Equipment, furniture and fixtures 3,673 3,503 Capital in progress 966 857 6,694 6,343 Less: accumulated depreciation 3,622 3,484 $ 3,072 $ 2,859 |
Schedule of Other Assets | Other long-term assets As of (in millions) September 30, 2024 December 31, 2023 Restricted cash equivalents $ 78 $ 60 Operating lease right-of-use assets 426 439 Derivative assets 20 107 Investments 532 413 Licensing arrangements 4 30 Indemnification asset 183 176 Other 400 306 $ 1,642 $ 1,531 |
Schedule of Accrued Liabilities | Accrued expenses As of (in millions) September 30, 2024 December 31, 2023 Legal reserves $ 126 $ 206 Payroll and related liabilities 1,111 1,051 Rebates 460 389 Contingent consideration 62 304 Other 701 696 $ 2,460 $ 2,646 |
Other Current Liabilities | Other current liabilities As of (in millions) September 30, 2024 December 31, 2023 Deferred revenue $ 290 $ 266 Licensing arrangements 33 49 Taxes payable 286 220 Other 282 278 $ 891 $ 814 |
Other long-term liabilities | Other long-term liabilities As of (in millions) September 30, 2024 December 31, 2023 Accrued income taxes $ 364 $ 470 Legal reserves 124 172 Contingent consideration 109 100 Licensing arrangements 8 41 Operating lease liabilities 373 390 Deferred revenue 328 311 Other 535 484 $ 1,841 $ 1,967 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate from Continuing Operations | Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Reported tax rate 30.0 % 17.3 % 24.4 % 26.5 % Impact of certain receipts/charges (1) (12.3) % (0.2) % (6.0) % (7.3) % Rate from continuing operations 17.7 % 17.1 % 18.3 % 19.2 % (1) These receipts/charges are taxed at different rates than our rate from continuing operations. |
Weighted Average Shares Outst_2
Weighted Average Shares Outstanding (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | NOTE J – WEIGHTED AVERAGE SHARES OUTSTANDING Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Weighted average shares outstanding — basic 1,472.7 1,464.5 1,470.6 1,448.8 Net effect of common stock equivalents 14.8 10.5 13.9 10.2 Weighted average shares outstanding - diluted 1,487.4 1,475.0 1,484.5 1,459.1 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the calculation of weighted average shares outstanding - diluted because their effect in the periods presented below would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2024 2023 2024 2023 Stock options outstanding (1) — 0 — 0 MCPS (2) — — — 13 (1) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods. (2) Represents common stock issuable upon the conversion of MCPS. Refer to Note I – Stockholders' Equity for additional information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | A reconciliation of the totals reported for the reportable segments to the applicable line items within our accompanying unaudited consolidated statements of operations is as follows (in millions, except percentages). Prior period amounts have been restated at constant currency to conform to current year presentation. Three Months Ended Nine Months Ended Net Sales 2024 2023 2024 2023 MedSurg $ 1,470 $ 1,332 $ 4,352 $ 3,943 Cardiovascular 2,709 2,167 7,767 6,442 Total net sales of reportable segments 4,179 3,498 12,118 10,385 Impact of foreign currency fluctuations 30 28 68 130 $ 4,209 $ 3,527 $ 12,186 $ 10,515 Income (loss) before income taxes MedSurg $ 509 $ 455 $ 1,494 $ 1,322 Cardiovascular 842 579 2,256 1,714 Total operating income of reportable segments 1,350 1,034 3,750 3,036 Unallocated amounts: Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments (203) (115) (472) (288) Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs (209) (19) (719) (370) Amortization expense (205) (208) (631) (620) Operating income (loss) 733 693 1,928 1,759 Other income (expense), net (65) (83) (231) (279) Income (loss) before income taxes $ 669 $ 610 $ 1,697 $ 1,480 Three Months Ended September 30, Nine Months Ended Operating income margin of reportable segments 2024 2023 2024 2023 MedSurg 34.6 % 34.2 % 34.3 % 33.5 % Cardiovascular 31.1 % 26.7 % 29.0 % 26.6 % |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenue | The following tables disaggregate our revenue from contracts with customers by business unit and geographic region (in millions). Generally, we allocate revenue from contracts with customers to geographic regions based on the location where the sale originated. Three Months Ended September 30, 2024 2023 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 417 $ 261 $ 678 $ 382 $ 247 $ 629 Urology 379 153 532 341 142 483 Neuromodulation 211 57 268 175 55 229 MedSurg 1,007 472 1,479 898 443 1,341 Interventional Cardiology Therapies 212 449 661 182 401 583 Watchman 342 38 380 291 31 323 Cardiac Rhythm Management 349 213 561 355 197 552 Electrophysiology 366 160 527 89 101 190 Cardiology 1,269 859 2,129 918 730 1,647 Peripheral Interventions 316 285 602 283 255 538 Cardiovascular 1,586 1,145 2,731 1,201 984 2,185 Total Net Sales $ 2,593 $ 1,616 $ 4,209 $ 2,099 $ 1,427 $ 3,527 Nine Months Ended September 30, 2024 2023 Businesses U.S. Int'l Total U.S. Int'l Total Endoscopy $ 1,227 $ 769 $ 1,996 $ 1,118 $ 719 $ 1,836 Urology 1,098 473 1,570 1,007 430 1,437 Neuromodulation 616 191 807 530 177 708 MedSurg 2,941 1,433 4,373 2,655 1,326 3,981 Interventional Cardiology Therapies 608 1,370 1,977 554 1,248 1,803 Watchman 996 107 1,103 843 87 930 Cardiac Rhythm Management 1,054 658 1,713 1,057 609 1,665 Electrophysiology 795 460 1,255 259 300 560 Cardiology 3,452 2,595 6,048 2,714 2,244 4,958 Peripheral Interventions 924 841 1,765 844 733 1,577 Cardiovascular 4,377 3,436 7,813 3,557 2,977 6,534 Total Net Sales $ 7,317 $ 4,869 $ 12,186 $ 6,212 $ 4,303 $ 10,515 Refer to Note K - Segment Reporting for information on our reportable segments. Three Months Ended September 30, Nine Months Ended September 30, Geographic Regions 2024 2023 2024 2023 U.S. $ 2,593 $ 2,099 $ 7,317 $ 6,212 Europe, Middle East and Africa 773 671 2,398 2,107 Asia-Pacific 684 611 2,002 1,784 Latin America and Canada 159 146 469 412 Total Net Sales $ 4,209 $ 3,527 $ 12,186 $ 10,515 Emerging Markets (1) $ 684 $ 594 $ 2,012 $ 1,715 |
Changes in Other Comprehensiv_2
Changes in Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Other Comprehensive Income (Loss), Net of Tax, Period Change [Abstract] | |
Changes in Other Comprehensive Income | The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax attributable to Boston Scientific common stockholders: (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2024 $ 13 $ 159 $ (8) $ 164 Other comprehensive income (loss) before reclassifications (188) (66) — (255) (Income) loss amounts reclassified from accumulated other comprehensive income (3) (34) (0) (37) Total other comprehensive income (loss) (191) (100) (0) (292) Balance as of September 30, 2024 $ (179) $ 59 $ (8) $ (128) (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of June 30, 2023 $ (28) $ 241 $ (4) $ 208 Other comprehensive income (loss) before reclassifications 23 42 — 64 (Income) loss amounts reclassified from accumulated other comprehensive income (2) (39) (0) (41) Total other comprehensive income (loss) 21 3 (0) 23 Balance as of September 30, 2023 $ (8) $ 243 $ (4) $ 231 (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2023 $ (96) $ 154 $ (8) $ 49 Other comprehensive income (loss) before reclassifications (73) 17 0 (56) (Income) loss amounts reclassified from accumulated other comprehensive income (10) (112) $ (0) (122) Total other comprehensive income (loss) (83) (95) 0 (178) Balance as of September 30, 2024 $ (179) $ 59 $ (8) $ (128) (in millions) Foreign Currency Translation Adjustment Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2022 $ (1) $ 269 $ 1 $ 269 Other comprehensive income (loss) before reclassifications (1) 109 (5) 103 (Income) loss amounts reclassified from accumulated other comprehensive income (6) (134) (1) (141) Total other comprehensive income (loss) (7) (25) (5) (37) Balance as of September 30, 2023 $ (8) $ 243 $ (4) $ 231 |
Acquisitions, Divestitures an_3
Acquisitions, Divestitures and Strategic Investments - Narrative (Details) $ / shares in Units, $ in Millions | 9 Months Ended | ||||||
Sep. 17, 2024 USD ($) $ / shares | Jan. 08, 2024 USD ($) $ / shares | Apr. 04, 2023 USD ($) | Feb. 20, 2023 USD ($) | Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Feb. 20, 2023 $ / shares | |
Business Acquisition [Line Items] | |||||||
Payment for acquisition, net of cash acquired | $ 1,222 | $ 1,018 | |||||
Uncapped Contingent Considertation | 139 | ||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 255 | ||||||
Acotec | |||||||
Business Acquisition [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 35% | ||||||
Axonics | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||
Business Acquisition, Share Price | $ / shares | $ 71 | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 3,670 | ||||||
Silk Road Medical | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||
Business Acquisition, Share Price | $ / shares | $ 27.50 | ||||||
Payment for acquisition, net of cash acquired | $ 1,126 | ||||||
Apollo | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 636 | ||||||
Payment for acquisition, net of cash acquired | $ 636 | ||||||
Acotec | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 65% | ||||||
Business Acquisition, Share Price | $ / shares | $ 20 | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 519 | ||||||
Payment for acquisition, net of cash acquired | 381 | ||||||
All Business Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 220 |
Acquisitions, Divestitures an_4
Acquisitions, Divestitures and Strategic Investments - Price Allocation (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Sep. 17, 2024 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Feb. 20, 2023 | |
Business Acquisition [Line Items] | |||||
Payment for acquisition, net of cash acquired | $ 1,222 | $ 1,018 | |||
Cash | 803 | $ 411 | $ 140 | ||
Silk Road Medical | |||||
Business Acquisition [Line Items] | |||||
Payment for acquisition, net of cash acquired | $ 1,126 | ||||
Net assets acquired | $ 1,126 | 1,126 | |||
Acotec | |||||
Business Acquisition [Line Items] | |||||
Payment for acquisition, net of cash acquired | 381 | ||||
Net assets acquired | 381 | ||||
Apollo | |||||
Business Acquisition [Line Items] | |||||
Payment for acquisition, net of cash acquired | 636 | ||||
Net assets acquired | $ 636 |
Acquisitions, Divestitures an_5
Acquisitions, Divestitures and Strategic Investments - Assets and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Sep. 17, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 15,033 | $ 14,387 | |
Silk Road Medical | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 563 | ||
Amortizable intangible assets | 507 | ||
Other assets acquired | 124 | ||
Liabilities assumed | (46) | ||
Net deferred tax liabilities | (22) | ||
Net assets acquired | 1,126 | $ 1,126 | |
Acotec | |||
Business Acquisition [Line Items] | |||
Goodwill | 337 | ||
Amortizable intangible assets | 334 | ||
Other assets acquired | 93 | ||
Liabilities assumed | (48) | ||
Net deferred tax liabilities | (76) | ||
Fair value of noncontrolling interest | (259) | ||
Net assets acquired | 381 | ||
Apollo | |||
Business Acquisition [Line Items] | |||
Goodwill | 378 | ||
Amortizable intangible assets | 248 | ||
Other assets acquired | 50 | ||
Liabilities assumed | (33) | ||
Net deferred tax liabilities | (5) | ||
Fair value of noncontrolling interest | 0 | ||
Net assets acquired | $ 636 |
Acquisitions, Divestitures an_6
Acquisitions, Divestitures and Strategic Investments - Intangible Assets Acquired (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 17, 2024 | Sep. 30, 2024 | |
Acotec | ||
Business Acquisition [Line Items] | ||
Amortizable intangible assets | $ 334 | |
Acotec | Technology-related | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 308 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |
Acotec | Technology-related | Weighted Average | ||
Business Acquisition [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 14% | |
Acotec | Customer relationships | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 15 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |
Acotec | Customer relationships | Weighted Average | ||
Business Acquisition [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 14% | |
Acotec | Other intangible assets | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | |
Acotec | Other intangible assets | Weighted Average | ||
Business Acquisition [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 14% | |
Apollo | ||
Business Acquisition [Line Items] | ||
Amortizable intangible assets | $ 248 | |
Apollo | Technology-related | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 222 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |
Apollo | Technology-related | Weighted Average | ||
Business Acquisition [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 12% | |
Apollo | Customer relationships | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 26 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |
Apollo | Customer relationships | Weighted Average | ||
Business Acquisition [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 12% | |
Silk Road Medical | ||
Business Acquisition [Line Items] | ||
Amortizable intangible assets | $ 507 | |
Silk Road Medical | Technology-related | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 447 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |
Silk Road Medical | Technology-related | Weighted Average | ||
Business Acquisition [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 13% | |
Silk Road Medical | Customer relationships | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 61 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |
Silk Road Medical | Customer relationships | Weighted Average | ||
Business Acquisition [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 13% |
Acquisitions, Divestitures an_7
Acquisitions, Divestitures and Strategic Investments - Contingent Consideration (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||||
Balance as of December 31, 2023 | $ 404 | |||
Fair value of contingent consideration recorded in purchase accounting | 29 | |||
Contingent consideration net expense (benefit) | $ (23) | $ 12 | (4) | $ 43 |
Contingent consideration payments and other adjustments | (258) | |||
Balance as of September 30, 2024 | $ 171 | $ 171 |
Acquisitions, Divestitures an_8
Acquisitions, Divestitures and Strategic Investments - Level 3 Contingent Consideration (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | ||
Contingent Consideration Liability | $ 171 | $ 404 |
Revenue-based Payments and Milestones | Discount Rate | ||
Business Acquisition [Line Items] | ||
Contingent Consideration Liability | $ 171 | |
Revenue-based Payments and Milestones | Discount Rate | Minimum | ||
Business Acquisition [Line Items] | ||
contingent consideration liability, probability of payment | 90% | |
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 6% | |
Revenue-based Payments and Milestones | Discount Rate | Maximum | ||
Business Acquisition [Line Items] | ||
contingent consideration liability, probability of payment | 100% | |
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 15% | |
Revenue-based Payments and Milestones | Discount Rate | Weighted Average | ||
Business Acquisition [Line Items] | ||
contingent consideration liability, probability of payment | 98% | |
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 7% |
Acquisitions, Divestitures an_9
Acquisitions, Divestitures and Strategic Investments - Strategic Investments (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Business Combination and Asset Acquisition [Abstract] | ||
Equity method investments | $ 256 | $ 219 |
Measurement alternative investments(1, 2) | 276 | 194 |
Investments | $ 532 | $ 413 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2024 | Dec. 31, 2023 | |
Intangible Assets and Goodwill [Line Items] | ||
Gross Carrying Amount | $ 16,181 | $ 15,817 |
Accumulated Amortization/ Write-offs | (10,521) | (9,988) |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 94 | 174 |
Goodwill [Roll Forward] | ||
Goodwill Beginning Balance | 14,387 | |
Goodwill acquired | 633 | |
Impact of foreign currency fluctuations and purchase price and other adjustments | 12 | |
Goodwill Ending Balance | 15,033 | |
MedSurg | ||
Goodwill [Roll Forward] | ||
Goodwill Beginning Balance | 5,347 | |
Goodwill acquired | 24 | |
Impact of foreign currency fluctuations and purchase price and other adjustments | (22) | |
Goodwill Ending Balance | 5,349 | |
Cardiovascular | ||
Goodwill [Roll Forward] | ||
Goodwill Beginning Balance | 9,041 | |
Goodwill acquired | 609 | |
Impact of foreign currency fluctuations and purchase price and other adjustments | 34 | |
Goodwill Ending Balance | 9,684 | |
Goodwill | ||
Intangible Assets and Goodwill [Line Items] | ||
Goodwill, Gross | 24,933 | 24,287 |
Goodwill, Impaired, Accumulated Impairment Loss | (9,900) | (9,900) |
IPR&D | ||
Intangible Assets and Goodwill [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 94 | 54 |
Technology-related | ||
Intangible Assets and Goodwill [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 0 | 120 |
Technology-related | ||
Intangible Assets and Goodwill [Line Items] | ||
Gross Carrying Amount | 13,431 | 13,207 |
Accumulated Amortization/ Write-offs | (8,555) | (8,101) |
Patents | ||
Intangible Assets and Goodwill [Line Items] | ||
Gross Carrying Amount | 480 | 480 |
Accumulated Amortization/ Write-offs | (381) | (387) |
Other intangible assets | ||
Intangible Assets and Goodwill [Line Items] | ||
Gross Carrying Amount | 2,270 | 2,130 |
Accumulated Amortization/ Write-offs | $ (1,584) | $ (1,500) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible asset impairment charges | $ 0 | $ 1 | $ 276 | $ 58 |
Hedging Activities and Fair V_3
Hedging Activities and Fair Value Measurements - Narrative (Details) € in Millions, $ in Millions | 9 Months Ended | ||||
Sep. 30, 2024 USD ($) derivative_instrument Rate | Sep. 30, 2024 EUR (€) derivative_instrument Rate | Dec. 31, 2023 USD ($) derivative_instrument | Dec. 31, 2023 EUR (€) derivative_instrument | Feb. 20, 2023 USD ($) | |
Derivative [Line Items] | |||||
Cash | $ 803 | $ 411 | $ 140 | ||
Debt Instrument, Fair Value Disclosure | 10,734 | 8,735 | |||
Fair Value, Measurements, Recurring [Member] | |||||
Derivative [Line Items] | |||||
Money Market Funds, at Carrying Value | 1,733 | 454 | |||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||||
Derivative [Line Items] | |||||
Money Market Funds, at Carrying Value | $ 1,733 | $ 454 | |||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Number of Interest Rate Derivatives Held | derivative_instrument | 0 | 0 | 0 | 0 | |
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | Minimum | |||||
Derivative [Line Items] | |||||
Forward Currency Contracts, Time to Maturity | 1 year | ||||
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | Maximum | |||||
Derivative [Line Items] | |||||
Forward Currency Contracts, Time to Maturity | 2 years | ||||
Designated as Hedging Instrument [Member] | Fair Value Hedging | |||||
Derivative [Line Items] | |||||
Number of Interest Rate Derivatives Held | derivative_instrument | 0 | 0 | 0 | 0 | |
Foreign Exchange Forward | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Term of Contract (less than) | 1 year | ||||
Derivative, Remaining Maturity | 1 year | 1 year | |||
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Forward Currency Contracts, Time to Maturity | 36 months | ||||
December 2027 Notes [Member] | |||||
Derivative [Line Items] | |||||
Long-term Debt | $ 1,007 | € 900 | $ 995 | € 900 | |
Debt Instrument, Interest Rate, Stated Percentage | Rate | 0.625% | 0.625% |
Hedging Activities and Fair V_4
Hedging Activities and Fair Value Measurements - Notional Amounts (Details) € in Millions, $ in Millions | Sep. 30, 2024 USD ($) | Sep. 30, 2024 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) |
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 7,477 | $ 6,896 | ||
December 2027 Notes [Member] | ||||
Derivative [Line Items] | ||||
Long-term Debt | 1,007 | € 900 | 995 | € 900 |
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 3,072 | 3,282 | ||
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 2,763 | 2,284 | ||
Foreign Exchange Contract [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 645 | 333 | ||
foreign currency denominated in debt [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 997 | $ 997 |
Hedging Activities and Fair V_5
Hedging Activities and Fair Value Measurements - Effect of Hedging Relationships on Accumulated Other Comprehensive Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of products sold | $ 1,312,000,000 | $ 1,101,000,000 | $ 3,791,000,000 | $ 3,198,000,000 |
Interest Expense | 79,000,000 | 66,000,000 | 225,000,000 | 200,000,000 |
Other Operating Income (Expense), Net | (14,000,000) | 18,000,000 | 7,000,000 | 78,000,000 |
Foreign Currency Translation Adjustment | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 0 | 0 | 0 | 0 |
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | (86,000,000) | 54,000,000 | 22,000,000 | 141,000,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | 19,000,000 | (12,000,000) | (5,000,000) | (32,000,000) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | (66,000,000) | 42,000,000 | 17,000,000 | 109,000,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (44,000,000) | (51,000,000) | (146,000,000) | (176,000,000) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 10,000,000 | 11,000,000 | 33,000,000 | 40,000,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | (34,000,000) | (39,000,000) | (113,000,000) | (136,000,000) |
Foreign Exchange Contract [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax | (35,000,000) | 12,000,000 | 12,000,000 | 40,000,000 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, Tax | 8,000,000 | (3,000,000) | (3,000,000) | (9,000,000) |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, after Tax | (27,000,000) | 9,000,000 | 9,000,000 | 31,000,000 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, before Tax | (4,000,000) | (2,000,000) | (12,000,000) | (7,000,000) |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, Tax | 1,000,000 | 1,000,000 | 3,000,000 | 2,000,000 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, after Tax | (3,000,000) | (2,000,000) | (10,000,000) | (6,000,000) |
foreign currency denominated in debt [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax | (44,000,000) | 26,000,000 | (12,000,000) | 8,000,000 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, Tax | 10,000,000 | (6,000,000) | 3,000,000 | (2,000,000) |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, after Tax | (34,000,000) | 20,000,000 | (10,000,000) | 6,000,000 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, before Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), Adjustments, after Tax | 0 | 0 | 0 | 0 |
Interest Rate Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 0 | 1,000,000 | 1,000,000 | 2,000,000 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | $ 0 | $ 1,000,000 | $ 1,000,000 | $ 2,000,000 |
Hedging Activities and Fair V_6
Hedging Activities and Fair Value Measurements - Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings (Details) $ in Millions | Sep. 30, 2024 USD ($) |
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Cost of Sales [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 72 |
Foreign Exchange Contract [Member] | Net Investment Hedging [Member] | Interest Expense [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Used in Net Investment Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 6 |
Interest Rate Contract [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ (1) |
Hedging Activities and Fair V_7
Hedging Activities and Fair Value Measurements - Location on Unaudited Consolidated Statements of Operations (Details) - Not Designated as Hedging Instrument [Member] - Other Nonoperating Income (Expense) [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ (48) | $ 10 | $ (4) | $ 13 |
Foreign Currency Transaction Gain (Loss), before Tax | 44 | (16) | (7) | (42) |
Net currency exchange gain (loss) | $ (4) | $ (6) | $ (11) | $ (30) |
Hedging Activities and Fair V_8
Hedging Activities and Fair Value Measurements - Balance Sheet Location (Details) € in Millions, $ in Millions | Sep. 30, 2024 EUR (€) | Sep. 30, 2024 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 USD ($) |
Derivatives, Fair Value [Line Items] | ||||
Derivative Asset, Fair Value, Gross Asset | $ 188 | $ 266 | ||
Derivative Liability, Fair Value, Gross Liability | 1,087 | 1,050 | ||
December 2027 Notes [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Long-term Debt | € 900 | 1,007 | € 900 | 995 |
Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments in Hedges, Assets, at Fair Value | 166 | 246 | ||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 1,052 | 1,012 | ||
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments in Hedges, Assets, at Fair Value | 146 | 140 | ||
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value | 22 | 20 | ||
Other Noncurrent Assets [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments in Hedges, Assets, at Fair Value | 20 | 107 | ||
Other Current Liabilities [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 36 | 15 | ||
Other Current Liabilities [Member] | Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value | 36 | 38 | ||
Other Noncurrent Liabilities [Member] | Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 1,002 | 988 | ||
Other Noncurrent Liabilities [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | $ 13 | $ 9 |
Hedging Activities and Fair V_9
Hedging Activities and Fair Value Measurements - Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 20 | $ 107 |
Licensing arrangements, asset | 4 | 30 |
Contingent Consideration Liability | 171 | 404 |
Licensing arrangements, liability | 8 | 41 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds, at Carrying Value | 1,733 | 454 |
Equity Securities, FV-NI | 19 | 18 |
Derivative Asset | 188 | 266 |
Licensing arrangements, asset | 37 | 77 |
Assets, Fair Value Disclosure | 1,977 | 816 |
Derivative Liability | 1,087 | 1,050 |
Contingent Consideration Liability | 171 | 404 |
Licensing arrangements, liability | 41 | 90 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,300 | 1,545 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds, at Carrying Value | 1,733 | 454 |
Equity Securities, FV-NI | 19 | 18 |
Derivative Asset | 0 | 0 |
Licensing arrangements, asset | 0 | 0 |
Assets, Fair Value Disclosure | 1,752 | 472 |
Derivative Liability | 0 | 0 |
Contingent Consideration Liability | 0 | 0 |
Licensing arrangements, liability | 0 | 0 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds, at Carrying Value | 0 | 0 |
Equity Securities, FV-NI | 0 | 0 |
Derivative Asset | 188 | 266 |
Licensing arrangements, asset | 0 | 0 |
Assets, Fair Value Disclosure | 188 | 266 |
Derivative Liability | 1,087 | 1,050 |
Contingent Consideration Liability | 0 | 0 |
Licensing arrangements, liability | 0 | 0 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,087 | 1,050 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Licensing arrangements, asset | 37 | |
Licensing arrangements, liability | 41 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds, at Carrying Value | 0 | 0 |
Equity Securities, FV-NI | 0 | 0 |
Derivative Asset | 0 | 0 |
Licensing arrangements, asset | 37 | 77 |
Assets, Fair Value Disclosure | 37 | 77 |
Derivative Liability | 0 | 0 |
Contingent Consideration Liability | 171 | 404 |
Licensing arrangements, liability | 41 | 90 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 212 | $ 494 |
Hedging Activities and Fair _10
Hedging Activities and Fair Value Measurements - Licensing Arrangements (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Licensing arrangements, asset | $ 4 | $ 30 |
Licensing arrangements, liability | $ 8 | $ 41 |
Licensing arrangement assets [Member] | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 15% | |
Licensing arrangement assets [Member] | Weighted Average | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 15% | |
Licensing arrangement liabilities [Member] | Weighted Average | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 13% | |
Licensing arrangement liabilities [Member] | Minimum | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 12% | |
Licensing arrangement liabilities [Member] | Maximum | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Risk-Adjusted Discount Rates used in Purchase Price Allocation | 15% | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Licensing arrangements, asset | $ 37 | |
Licensing arrangements, liability | $ 41 |
Hedging Activities and Fair _11
Hedging Activities and Fair Value Measurements - Change in Fair Value (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Licensing arrangements, asset | $ 30 |
Licensing arrangements, liability | 41 |
Licensing arrangements, asset | 4 |
Licensing arrangements, liability | 8 |
Licensing arrangement assets [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Proceeds from royalty rights | (31) |
Fair value adjustment (expense) benefit | (9) |
Licensing arrangement liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Payments for Royalties | (41) |
Fair value adjustment (expense) benefit | (8) |
Fair Value, Measurements, Recurring [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Licensing arrangements, asset | 77 |
Licensing arrangements, liability | 90 |
Licensing arrangements, asset | 37 |
Licensing arrangements, liability | 41 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Licensing arrangements, asset | 37 |
Licensing arrangements, liability | 41 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Licensing arrangements, asset | 77 |
Licensing arrangements, liability | 90 |
Licensing arrangements, asset | 37 |
Licensing arrangements, liability | $ 41 |
Contractual Obligations and C_3
Contractual Obligations and Commitments (Details) € in Millions | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2024 USD ($) Rate | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) Rate | Sep. 30, 2024 EUR (€) Rate | Feb. 22, 2024 EUR (€) | Dec. 31, 2023 EUR (€) | May 10, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Total debt | $ 10,885,000,000 | $ 9,102,000,000 | |||||
Debt, Current | 1,652,000,000 | 531,000,000 | |||||
Long-term Debt and Capital Lease Obligations | 9,233,000,000 | 8,571,000,000 | |||||
Exclusion from EBITDA for Restructuring Charges | 500,000,000 | ||||||
Restructuring charges remaining to be excluded from calculation of consolidated EBITDA | 401,000,000 | ||||||
Amount excluded from debt in leverage ratio | 2,218,000,000 | ||||||
Legal payments remaining to be excluded from calculation of consolidated EBITDA | 1,442,000,000 | ||||||
Letters of Credit Outstanding, Amount | 216,000,000 | 174,000,000 | |||||
Qualified Acquisition Consideration | 1,000,000,000 | ||||||
Proceeds from Issuance of Senior Long-Term Debt | 2,145,000,000 | $ 0 | |||||
Supplier Finance Program Obligation. current | 137,000,000 | 152,000,000 | |||||
Litigation payment exclusion from EBITDA | $ 1,000,000,000 | ||||||
AMS Europe | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Redemption Price, Percentage | 101% | ||||||
Commercial Paper [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt, Current | $ 0 | 0 | |||||
Current Requirement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 3.75 | 3.75 | |||||
Actual, Covenant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 1.95 | 1.95 | |||||
Requirement, as of December 31, 2021 and through remaining term of facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 3.75 | 3.75 | |||||
Requirement, four succeeding quarters following qualified acquisition | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 4.75 | 4.75 | |||||
Requirement, fifth quarter following qualified acquisition [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 4.50 | 4.50 | |||||
Requirement, sixth quarter following qualified acquisition | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 4.25 | 4.25 | |||||
Requirement, seventh quarter following qualified acquisition | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 4 | 4 | |||||
Requirement, eighth quarter following qualified acquisition and through remaining term of facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Leverage Ratio | 3.75 | 3.75 | |||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 0 | 0 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,750,000,000 | ||||||
March 2024 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.45% | 3.45% | |||||
March 2025 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 0 | 1,105,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 0.75% | 0.75% | |||||
June 2025 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 0 | 500,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 1.90% | 1.90% | |||||
March 2026 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 255,000,000 | 255,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 3.75% | 3.75% | |||||
December 2027 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 1,007,000,000 | 995,000,000 | € 900 | € 900 | |||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 0.625% | 0.625% | |||||
March 2028 Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 839,000,000 | 829,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 1.375% | 1.375% | |||||
March 2028 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 344,000,000 | 344,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 4% | 4% | |||||
March 2029 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 272,000,000 | 272,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 4% | 4% | |||||
June 2030 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 1,200,000,000 | 1,200,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 2.65% | 2.65% | |||||
March 2031 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 839,000,000 | 829,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 1.625% | 1.625% | |||||
March 2034 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 560,000,000 | 553,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 1.875% | 1.875% | |||||
November 2035 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 350,000,000 | 350,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 6.50% | 6.50% | |||||
November 2035 Notes [Member] | Credit Rating A- or A3 Or Higher | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | 6.25% | |||||
March 2039 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 450,000,000 | 450,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 4.55% | 4.55% | |||||
January 2040 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 300,000,000 | 300,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 7.375% | 7.375% | |||||
March 2049 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 650,000,000 | 650,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 4.70% | 4.70% | |||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 10,924,000,000 | 9,136,000,000 | |||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (75,000,000) | (65,000,000) | |||||
Finance Lease Obligation | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | 4,000,000 | 5,000,000 | |||||
the Offering | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | € | € 2,000 | ||||||
March 2029 Euro Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 839,000,000 | 0 | 750 | ||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 3.375% | 3.375% | |||||
March 2032 Euro Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 1,399,000,000 | 0 | € 1,250 | ||||
Debt Instrument, Interest Rate, Stated Percentage | Rate | 3.50% | 3.50% | |||||
Euro Denominated Factoring Arrangements [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Transfer of Financial Assets Accounted for as Sales, Amount Derecognized | $ 211,000,000 | $ 206,000,000 | |||||
Average interest rate of de-recognized receivables | Rate | 5.50% | 5.10% | |||||
Yen Denominated Factoring Arrangements [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Transfer of Financial Assets Accounted for as Sales, Amount Derecognized | $ 199,000,000 | $ 214,000,000 | |||||
Average interest rate of de-recognized receivables | Rate | 0.90% | 0.60% | |||||
Renminbi Denominated Factoring Arrangements [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Transfer of Financial Assets Accounted for as Sales, Amount Derecognized | $ 27,000,000 | $ 14,000,000 | |||||
Average interest rate of de-recognized receivables | Rate | 2.20% | 2.90% |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Line Items] | |||||
Depreciation | $ 102 | $ 93 | $ 290 | $ 263 | |
Trade accounts receivable, net | |||||
Accounts receivable | 2,610 | 2,610 | $ 2,338 | ||
Less: allowance for doubtful accounts | (109) | (109) | (110) | ||
Trade accounts receivable, net | 2,501 | 2,501 | 2,228 | ||
Allowance for doubtful accounts | |||||
Beginning balance | 105 | 127 | 110 | 109 | |
Charges to expenses | 10 | 10 | 30 | 44 | |
Utilization of allowances | (6) | (11) | (32) | (27) | |
Ending balance | 109 | 126 | 109 | 126 | |
Inventories | |||||
Inventory, Finished Goods, Net of Reserves | 1,687 | 1,687 | 1,537 | ||
Inventory, Work in Process, Net of Reserves | 206 | 206 | 174 | ||
Inventory, Raw Materials, Net of Reserves | 860 | 860 | 773 | ||
Inventories | 2,753 | 2,753 | 2,484 | ||
Other Current Assets [Abstract] | |||||
Restricted Cash and Cash Equivalents in Other current assets | 70 | 123 | 70 | 123 | 130 |
Derivative Asset, Current | 168 | 168 | 159 | ||
Licensing arrangements | 33 | 33 | 47 | ||
Other Assets, Miscellaneous, Current | 403 | 403 | 285 | ||
Other Assets, Current | 674 | 674 | 621 | ||
Property, plant and equipment, net | |||||
Land | 143 | 143 | 140 | ||
Buildings and improvements | 1,912 | 1,912 | 1,843 | ||
Equipment, furniture and fixtures | 3,673 | 3,673 | 3,503 | ||
Capital in progress | 966 | 966 | 857 | ||
Property, plant and equipment | 6,694 | 6,694 | 6,343 | ||
Less: accumulated depreciation | 3,622 | 3,622 | 3,484 | ||
Property, plant and equipment, net | 3,072 | 3,072 | 2,859 | ||
Other Assets, Noncurrent [Abstract] | |||||
Restricted cash equivalents included in Other long-term assets | 78 | $ 58 | 78 | $ 58 | 60 |
Operating Lease, Right-of-Use Asset | 426 | 426 | 439 | ||
Derivative Asset | 20 | 20 | 107 | ||
Investments | 532 | 532 | 413 | ||
Licensing arrangements, asset | 4 | 4 | 30 | ||
Indemnification asset | 183 | 183 | 176 | ||
Other, Other Long-term Assets | 400 | 400 | 306 | ||
Other Assets, Noncurrent | 1,642 | 1,642 | 1,531 | ||
Accrued expenses | |||||
Legal reserves, current | 126 | 126 | 206 | ||
Payroll and related liabilities | 1,111 | 1,111 | 1,051 | ||
Accrued Rebates, Current | 460 | 460 | 389 | ||
Business Combination, Contingent Consideration, Liability, Current | 62 | 62 | 304 | ||
Other | 701 | 701 | 696 | ||
Accrued Liabilities, Current | 2,460 | 2,460 | 2,646 | ||
Other Liabilities, Current [Abstract] | |||||
Deferred Revenue, Current | 290 | 290 | 266 | ||
Licensing Arrangements | 33 | 33 | 49 | ||
Taxes Payable, Current | 286 | 286 | 220 | ||
Other | 282 | 282 | 278 | ||
Other Liabilities, Current | 891 | 891 | 814 | ||
Other long-term liabilities | |||||
Accrued income taxes | 364 | 364 | 470 | ||
Estimated Litigation Liability, Noncurrent | 124 | 124 | 172 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 109 | 109 | 100 | ||
Licensing arrangements, liability | 8 | 8 | 41 | ||
Operating Lease, Liability, Noncurrent | 373 | 373 | 390 | ||
Deferred Revenue | 328 | 328 | 311 | ||
Other Accrued Liabilities, Noncurrent | 535 | 535 | 484 | ||
Other long-term liabilities | $ 1,841 | $ 1,841 | $ 1,967 |
Income Taxes - Tax Rate Schedul
Income Taxes - Tax Rate Schedule (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Reported tax rate | 30% | 17.30% | 24.40% | 26.50% |
Impact of certain receipts/charges | (12.30%) | (0.20%) | (6.00%) | (7.30%) |
Rate from continuing operations | 17.70% | 17.10% | 18.30% | 19.20% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2024 | Dec. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits | $ 493 | $ 467 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 417 | $ 395 |
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 9 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Jun. 05, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Accrual for legal matters that are probable and estimable | $ 250 | $ 250 | $ 377 | ||||
Restricted Cash and Cash Equivalents in Other current assets | 70 | $ 123 | 70 | $ 123 | $ 130 | ||
Litigation Settlement, Amount Awarded to Other Party | $ 42 | ||||||
Pre-Judgement Interest | $ 7 | ||||||
Litigation-related net charges (credits) | $ 0 | $ (111) | $ 0 | $ (111) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 9 Months Ended | |||
May 27, 2020 USD ($) $ / shares shares | Sep. 30, 2024 shares | Dec. 31, 2023 shares | Jun. 01, 2023 | |
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
5.50% MCPS, Series A [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Issued | 10,062,500 | |||
Preferred Stock, Dividend Rate, Percentage | 5.50% | |||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 100 | |||
Net proceeds from issuance of preferred stock in connection with public offering | $ | $ 975 | |||
Preferred Stock, Convertible, Conversion Ratio | 2.3834 | |||
Common Stock, par value $0.01 per share | ||||
Class of Stock [Line Items] | ||||
Conversion of Stock, Shares Converted | 24,000,000 |
Weighted Average Shares Outst_3
Weighted Average Shares Outstanding (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average shares outstanding — basic | 1,472.7 | 1,464.5 | 1,470.6 | 1,448.8 |
Net effect of common stock equivalents | 14.8 | 10.5 | 13.9 | 10.2 |
Weighted average shares outstanding - diluted | 1,487.4 | 1,475 | 1,484.5 | 1,459.1 |
Share-based Payment Arrangement, Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
5.50% MCPS, Series A [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 13 |
Weighted Average Shares Outst_4
Weighted Average Shares Outstanding - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 14, 2020 | |
Earnings Per Share [Abstract] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 2,000,000 | 2,000,000 | 8,000,000 | 32,000,000 | |
Stock Repurchased During Period, Shares | 0 | 0 | |||
Stock Repurchase Program, Authorized Amount | $ 1,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) reportablesegments | Sep. 30, 2023 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | reportablesegments | 2 | |||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Amortization expense | $ (205) | $ (208) | $ (631) | $ (620) |
Operating income (loss) | 733 | 693 | 1,928 | 1,759 |
Other expense, net | (65) | (83) | (231) | (279) |
Income (loss) before income taxes | 669 | 610 | 1,697 | 1,480 |
Impact of Foreign Currency Fluctuations on Net Sales | 30 | 28 | 68 | 130 |
Net sales | 4,209 | 3,527 | 12,186 | 10,515 |
MedSurg | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Allocated to Reportable Segments | 509 | 455 | 1,494 | 1,322 |
Revenues from contracts with customers, disaggregated - performance measurement | $ 1,470 | $ 1,332 | $ 4,352 | $ 3,943 |
Segment operating income as percentage of net sales | 34.60% | 34.20% | 34.30% | 33.50% |
Net sales | $ 1,479 | $ 1,341 | $ 4,373 | $ 3,981 |
Cardiovascular | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Allocated to Reportable Segments | 842 | 579 | 2,256 | 1,714 |
Revenues from contracts with customers, disaggregated - performance measurement | $ 2,709 | $ 2,167 | $ 7,767 | $ 6,442 |
Segment operating income as percentage of net sales | 31.10% | 26.70% | 29% | 26.60% |
Net sales | $ 2,731 | $ 2,185 | $ 7,813 | $ 6,534 |
BSX Reportable Segments [Member] | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Revenues from contracts with customers, disaggregated - performance measurement | 4,179 | 3,498 | 12,118 | 10,385 |
Total allocated to reportable segments [Member] | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating income (loss) | 1,350 | 1,034 | 3,750 | 3,036 |
Corporate expenses and currency exchange [Member] | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Unallocated to Segment | (203) | (115) | (472) | (288) |
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net (charges) credits, restructuring- and restructuring-related net (charges) credits, EU MDR implementation costs and litigation-related net (charges) credits | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Operating Income Unallocated to Segment | $ (209) | $ (19) | $ (719) | $ (370) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2024 USD ($) | Sep. 30, 2024 USD ($) business | Dec. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Contract with Customer, Liability | $ 618 | $ 618 | $ 577 |
Contract with Customer, Liability, Revenue Recognized | $ 57 | $ 177 | |
Number of Operating Segments | business | 5 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 4,209 | $ 3,527 | $ 12,186 | $ 10,515 |
MedSurg | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,479 | 1,341 | 4,373 | 3,981 |
Cardiovascular | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,731 | 2,185 | 7,813 | 6,534 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,593 | 2,099 | 7,317 | 6,212 |
United States | MedSurg | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,007 | 898 | 2,941 | 2,655 |
United States | Cardiovascular | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,586 | 1,201 | 4,377 | 3,557 |
International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,616 | 1,427 | 4,869 | 4,303 |
International [Member] | MedSurg | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 472 | 443 | 1,433 | 1,326 |
International [Member] | Cardiovascular | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,145 | 984 | 3,436 | 2,977 |
Endoscopy [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 678 | 629 | 1,996 | 1,836 |
Endoscopy [Member] | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 417 | 382 | 1,227 | 1,118 |
Endoscopy [Member] | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 261 | 247 | 769 | 719 |
Urology [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 532 | 483 | 1,570 | 1,437 |
Urology [Member] | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 379 | 341 | 1,098 | 1,007 |
Urology [Member] | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 153 | 142 | 473 | 430 |
Neuromodulation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 268 | 229 | 807 | 708 |
Neuromodulation [Member] | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 211 | 175 | 616 | 530 |
Neuromodulation [Member] | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 57 | 55 | 191 | 177 |
Interventional Cardiology Therapies | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 661 | 583 | 1,977 | 1,803 |
Interventional Cardiology Therapies | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 212 | 182 | 608 | 554 |
Interventional Cardiology Therapies | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 449 | 401 | 1,370 | 1,248 |
Watchman | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 380 | 323 | 1,103 | 930 |
Watchman | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 342 | 291 | 996 | 843 |
Watchman | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 38 | 31 | 107 | 87 |
Cardiac Rhythm Management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 561 | 552 | 1,713 | 1,665 |
Cardiac Rhythm Management [Member] | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 349 | 355 | 1,054 | 1,057 |
Cardiac Rhythm Management [Member] | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 213 | 197 | 658 | 609 |
Electrophysiology [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 527 | 190 | 1,255 | 560 |
Electrophysiology [Member] | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 366 | 89 | 795 | 259 |
Electrophysiology [Member] | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 160 | 101 | 460 | 300 |
Cardiology [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,129 | 1,647 | 6,048 | 4,958 |
Cardiology [Member] | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,269 | 918 | 3,452 | 2,714 |
Cardiology [Member] | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 859 | 730 | 2,595 | 2,244 |
Peripheral Interventions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 602 | 538 | 1,765 | 1,577 |
Peripheral Interventions [Member] | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 316 | 283 | 924 | 844 |
Peripheral Interventions [Member] | International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 285 | $ 255 | $ 841 | $ 733 |
Revenue - Revenue by Geography
Revenue - Revenue by Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 4,209 | $ 3,527 | $ 12,186 | $ 10,515 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,593 | 2,099 | 7,317 | 6,212 |
United States | BSX Reportable Segments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,593 | 2,099 | 7,317 | 6,212 |
EMEA [Member] | BSX Reportable Segments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 773 | 671 | 2,398 | 2,107 |
APAC [Member] | BSX Reportable Segments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 684 | 611 | 2,002 | 1,784 |
Latin America and Canada [Member] | BSX Reportable Segments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 159 | 146 | 469 | 412 |
Emerging Markets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 684 | $ 594 | $ 2,012 | $ 1,715 |
Changes in Other Comprehensiv_3
Changes in Other Comprehensive Income (AOCI Rollforward with Reclassification) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
AOCI attributable to Boston Scientific common stockholders, Net of Tax [Roll Forward] | ||||
Beginning Stockholders' Equity | $ 19,282 | |||
Other comprehensive income (loss) | $ (282) | $ 23 | (173) | $ (37) |
Ending Stockholders' Equity | 20,708 | 18,886 | 20,708 | 18,886 |
Accumulated other comprehensive income (loss), net of tax | ||||
AOCI attributable to Boston Scientific common stockholders, Net of Tax [Roll Forward] | ||||
Beginning Stockholders' Equity | 164 | 208 | 49 | 269 |
Other comprehensive income (loss) before reclassifications | (255) | 64 | (56) | 103 |
(Income) loss amounts reclassified from accumulated other comprehensive income | (37) | (41) | (122) | (141) |
Other comprehensive income (loss) | (292) | 23 | (178) | (37) |
Ending Stockholders' Equity | (128) | 231 | (128) | 231 |
Foreign Currency Translation Adjustment | ||||
AOCI attributable to Boston Scientific common stockholders, Net of Tax [Roll Forward] | ||||
Beginning Stockholders' Equity | 13 | (28) | (96) | (1) |
Other comprehensive income (loss) before reclassifications | (188) | 23 | (73) | (1) |
(Income) loss amounts reclassified from accumulated other comprehensive income | (3) | (2) | (10) | (6) |
Other comprehensive income (loss) | (191) | 21 | (83) | (7) |
Ending Stockholders' Equity | (179) | (8) | (179) | (8) |
Net Change in Derivative Financial Instruments | ||||
AOCI attributable to Boston Scientific common stockholders, Net of Tax [Roll Forward] | ||||
Beginning Stockholders' Equity | 159 | 241 | 154 | 269 |
Other comprehensive income (loss) before reclassifications | (66) | 42 | 17 | 109 |
(Income) loss amounts reclassified from accumulated other comprehensive income | (34) | (39) | (112) | (134) |
Other comprehensive income (loss) | (100) | 3 | (95) | (25) |
Ending Stockholders' Equity | 59 | 243 | 59 | 243 |
Net Change in Defined Benefit Pensions and Other Items | ||||
AOCI attributable to Boston Scientific common stockholders, Net of Tax [Roll Forward] | ||||
Beginning Stockholders' Equity | (8) | (4) | (8) | 1 |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | (5) |
(Income) loss amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | (1) |
Other comprehensive income (loss) | 0 | 0 | 0 | (5) |
Ending Stockholders' Equity | $ (8) | $ (4) | $ (8) | $ (4) |