Intuitive Surgical

Annual Report
2024

Intuitive Annual Report 2024
Dear Owner, 
I’d like to start this year’s note to you by stepping back and examining what 
motivates our teams at Intuitive. Despite decades of progress in disease 
diagnostics and treatments, the need for improvement in disease management 
is substantial. Three simple examples, among dozens, make the point:
•	 The average time a detectable lung cancer goes undiagnosed is more than 
a year. Lung cancer treatment course and survival is highly correlated to its 
stage, and delays in diagnosis increase the likelihood of bad outcomes for 
patients and increased costs for the healthcare system.
•	 In gynecologic health, women suffer with the symptoms of endometriosis, 
on average, for more than five years before definitive diagnosis and even 
longer before treatment.
•	 For patients needing mitral valve repair, the one-year mortality rate 
is nearly 7%.
In example after example, we see long diagnostic journeys and treatments 
that are hard on patients. I find the statistics above disturbing, and I suspect 
you do too. Those of us in healthcare must do better. This reality motivates 
our mission and vision: We believe that minimally invasive care is life-enhancing 
care. Through ingenuity and intelligent technology, we expand the potential of 
physicians to heal without constraints. We envision a future of care that is less 
invasive and profoundly better, where diseases are identified early and treated 
quickly so patients can get back to what matters most.
> 1 year
From first recorded symptom
to lung cancer diagnosis.
> 5 years
Mean diagnostic delay
for endometriosis worldwide.
~ 7%
Overall 1-year mortality rate
after mitral valve repair.
Today's state of advanced diagnostics and care globally

Intuitive Annual Report 2024
We view ourselves as solutions providers for some of the tough problems 
in advanced intervention and surgery. Intuitive’s role is to bring the best 
technologies and the best people together to design and deliver technology-
enabled ecosystems that improve these problems. We do this by aligning 
ourselves to the goals our customers care most about, the Quintuple Aim: 
better patient outcomes, better patient experience, better care team 
experience, lower total cost of care, and expanded access to care.
Our teams work closely with hospitals, physicians, and care teams in this effort. 
We are disciplined in measuring our progress against the metrics our customers 
care most about, and our credibility is built on sharing this data directly with our 
customers and through peer review.
A look back at 2024
The past year was a strong one for Intuitive, with robust early adoption of our 
fifth-generation multiport platform, da Vinci 5, and healthy procedure growth in 
many supported indications globally. Adoption of our Ion bronchoscopy platform 
and da Vinci SP single-port platform continued with new global clearances and 
increased utilization. 
In March 2024, we received 510(k) clearance to launch da Vinci 5 in the U.S. 
By year-end, we had placed 362 systems, with over 2,500 surgeons having 
performed more than 32,000 procedures on the new platform during its first 
phase of commercialization. Da Vinci 5 has broad clinical indications—more than 
40 different procedure types have been performed using da Vinci 5 to date. 
We design our systems to routinely allow for sequential upgrades to their 
capability over time. Starting in 2025, as we move from our first phase of launch 
to broader global commercialization, da Vinci 5 customers will receive regular 
hardware and software upgrades, including for digital features supported by the 
platform’s 10,000x increase in computing power.
Better 
outcomes
Length of stay
Consistency 
of outcomes
Surgical site 
infections
Complications
Return to OR
Readmission
Better patient 
experience
Recovery
Conversions
Outpatient 
vs. inpatient
Better care 
team experience
Ergonomics
Dedicated teams
OR efficiencies
Analytics
Training
Lower total 
cost of care
Clinical cost
Direct costs
Clinical variation
Expand access 
to care
Access
Equitable quality care
Education and 
empowerment
The Quintuple Aim

Intuitive Annual Report 2024
Highlights of the year include:
•	 Our customers used our products in nearly 2.7 million procedures in 2024, 
up 17% from 2023. Total cumulative experience on da Vinci platforms is 
now nearly 17 million procedures.
•	 We placed 1,430 da Vinci multiport systems in 2024. Ion placements were 271, 
and da Vinci SP placements were 96 for the year.
•	 At year end, our total installed base of systems was more than 10,600, 
with da Vinci multiport over 9,600, Ion over 800, and da Vinci SP over 270.
•	 Our existing customers continue to rely on us. In 2024, we saw a 16% 
year-over-year increase in the number of integrated delivery networks (IDNs) 
that own 20 or more da Vinci systems, an indication they are committed to 
our team and our technology. Similarly, the number of hospital sites globally 
with seven or more da Vinci systems increased 63% year over year.
•	 Our 2024 revenue was approximately $8.35 billion, 17% growth from 2023. 
Pro forma gross margin was 69.1% for 2024, compared with 68.1% for 2023. 
Recurring revenue accounted for 84% of our total revenues.
•	 At year end, we had approximately 15,600 full-time employees—over 
2,000 of whom were engaged in research and development, over 7,000 in 
manufacturing operations, over 4,000 in commercial and service operations, 
with the balance in administrative activities. Our employees are based in 
29 countries around the world.
2,680,000+
Procedures performed on da Vinci 
systems in 2024
16,940,000+
Procedures performed on da Vinci 
systems to date1
1,790+
Intuitive systems placed 
in 2024
10,670+
Intuitive systems in 
hospitals globally1
4,000+
Peer-reviewed articles 
published in 2024
43,000+
Peer-reviewed articles 
published to date2
95,000+
Ion procedures performed in 2024
180,000+
Ion procedures performed to date
1,430+
Multiport
9,620+
Multiport
95+
Single port
270+
Single port
270+
Ion
800+
Ion
1.	As of Dec. 2024
2.	As of Nov. 2024
Intuitive by the numbers in 2024

Intuitive Annual Report 2024
Each year, we experience challenges. In 2024 they included:
•	 Our progress in China was impacted by national economic conditions 
and by competitive dynamics. 
•	 GLP-1 medications continued to impact the prevalence of bariatric surgery. 
Surgery for obesity using da Vinci declined less than the overall bariatric 
surgery market, indicating continued surgeon and patient interest in da Vinci. 
The interaction between GLP-1s and surgery as treatment options for 
obese patients continues to evolve, and we expect a combination of both 
pharmacology and surgery to remain important in the future.
•	 The capital environment in Europe was stressed in the UK in 2024 due to 
government policies for the deployment of capital and in Germany due 
to nationwide hospital consolidation. We expect these stresses to 
resolve over time.
•	 A large nationwide strike of young doctors in Korea that began in early 2024 
removed a significant fraction of the workforce from large hospitals and 
reduced the total number of surgeries taking place. Despite this backdrop, 
surgeons in Korea increased their use of da Vinci through the year, in part 
because da Vinci surgeries decrease the required healthcare staffing per 
patient. Da Vinci programs helped Korean hospitals continue to deliver care 
in a difficult staffing environment.

Intuitive Annual Report 2024
Looking to the future
We are in the early stages of a decades-long opportunity to improve healthcare 
with our ecosystem and partners to transform patient diagnosis, treatment, 
and recovery. Two recent areas showing increased interest by our customers 
are after-hours surgery for emergent conditions and cardiac surgery. 
In the U.S., after-hours acute surgery on Intuitive platforms increased by 33% 
in 2024. This growth is driven by surgeons’ commitment to provide outstanding 
care—regardless of the time of day a patient needs the surgery—and by the 
increased availability of da Vinci systems and trained staff to use them. 
Studies of the positive impact of da Vinci surgery programs on improving 
access to high-quality minimally invasive surgery are now being published, 
supporting da Vinci systems’ role in improving access to less invasive care.
For more than 25 years, surgeons have performed robotic-assisted cardiac 
procedures. We believe there is significant clinical value for these procedures, 
and we are working with a dedicated and passionate group of cardiac surgeons 
to offer more patients high-quality cardiac surgery. We believe that over time, 
our da Vinci 5 platform will provide important capabilities for cardiac surgeons 
and improve outcomes.
Each year, we evaluate where our customers see significant need for 
improvement in the Quintuple Aim and where our current and future 
platforms and services can make a positive difference. In the past several 
years, innovations like da Vinci 5, Ion, and new indications for da Vinci SP have 
increased the number of patients our customers can treat using our products. 
Combined with demographic trends in countries with aging populations, the 
number of patients that can benefit from our work continues to grow.
2019
2020
2021
2022
2023
2024
(estimate)
33%
YoY growth
After-hours da Vinci procedures
U.S. Acute Care: 
Providers are working
in the pursuit of 
health equity

Intuitive Annual Report 2024
Culture and customer focus
I believe that great organizations focus relentlessly on their customers’ needs 
and experiences along with the culture of the company. At Intuitive, our goal 
for our team members is for them to experience our organization as one that:
•	 Pursues an honorable, important, and durable mission that we truly work 
to fulfill.
•	 Is made up of staff and co-workers who are outstanding at their jobs 
and are great people.
•	 Expects each one of us to know how our work helps the customer and 
our company, and to understand how our work makes a tangible difference 
for them.
We measure our customers’ experience with us through a J.D. Power survey, 
and 2024 showed strong results. This is particularly important to achieve during 
the year of a new system launch, where supply is constrained and we learn, 
from our customers, the system’s unique value inside and outside their operating 
rooms. Our teams applied learnings from prior launches and worked closely with 
customers to meet their needs.
Likewise, we routinely assess our employees’ experience with us. In 2024, 
we were recognized in the Forbes America’s Best Companies 2025 list, 
which ranked Intuitive as the #1 healthcare company and #14 overall in 
the U.S. We are the beneficiaries of a talented, passionate, and dedicated 
staff globally—we are grateful for their efforts.
2024
75
Net promoter 
score (NPS)
NPS Classification
World class: 70+
Excellent: 50-69
Good: 0-50
Intuitive world-class ranking by J.D. Power

Intuitive Annual Report 2024
Gary Guthart, PhD
Chief Executive Officer
Priorities for 2025
Looking to 2025, our priorities are these:
•	 We will focus on the full launch of da Vinci 5 in the U.S. and its clearances 
in key markets globally, as well as follow-on features. 
•	 We will pursue increased adoption of our focused procedures through 
clinical and evidentiary pathways, training, commercial activities, 
and market access efforts.
•	 We will drive continued progress in building industrial scale, product quality, 
and manufacturing optimization. 
•	 We will apply our focus to the availability of our digital tools and 
their excellence.
In closing, thank you for putting your trust in our team and for your continued 
support as we work to make minimally invasive care profoundly better.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K 
(MARK ONE)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024 
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
For the transition period from                  to                 
Commission file number 000-30713
Intuitive Surgical, Inc.
 
(Exact name of Registrant as specified in its Charter)
Delaware
 
77-0416458
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)
1020 Kifer Road
Sunnyvale, California 94086
(Address of principal executive offices) (Zip Code)
(408) 523-2100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
ISRG
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities 
Act.    Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 
Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be 
submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such 
shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 
smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” 
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the 
Exchange Act.    ☐ 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the 
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 
7262(b)) by the registered public accounting firm that prepared or issued its audit report.    ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of 
the registrant included in the filing reflect the correction of an error to previously issued financial statements.    ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of 
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period 
pursuant to §240.10D-1(b).    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange 
Act).    Yes  ☐    No  ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2024, based 
upon the closing price of Common Stock on such date as reported on The Nasdaq Global Select Market, was approximately 
$157.3 billion. Shares of voting stock held by each officer and director have been excluded in that such persons may be deemed 
to be affiliates. This assumption regarding affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant’s common stock as of January 27, 2025, was 356,656,964.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference to the definitive proxy statement for the Company’s Annual Meeting of 
Stockholders to be held on or about May 1, 2025, to be filed within 120 days of the registrant’s fiscal year ended December 31, 
2024.
Table of Contents

Page No.
PART I
Item 1.
Business
7
Item 1A.
Risk Factors
27
Item 1B.
Unresolved Staff Comments
58
Item 1C.
Cybersecurity
58
Item 2.
Properties
59
Item 3.
Legal Proceedings
59
Item 4.
Mine Safety Disclosures
59
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of 
Equity Securities
60
Item 6.
[RESERVED]
61
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
62
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
87
Item 8.
Financial Statements and Supplementary Data
88
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
127
Item 9A.
Controls and Procedures
127
Item 9B.
Other Information
128
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
128
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance
129
Item 11.
Executive Compensation
129
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
129
Item 13.
Certain Relationships and Related Transactions and Director Independence
129
Item 14.
Principal Accountant Fees and Services
129
PART IV
Item 15.
Exhibits and Financial Statement Schedules
130
Item 16.
Form 10-K Summary
132
SIGNATURES
133
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INTUITIVE SURGICAL, INC.
INDEX
3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as 
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to 
expectations concerning matters that are not historical facts. Statements using words such as “estimates,” “projects,” “believes,” 
“anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” “should,” “would,” “targeted,” and similar words and 
expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited 
to, statements related to future results of operations, future financial condition, the expected impacts of COVID-19 on our 
business, financial condition, and results of operations, our financing plans and future capital requirements, our potential tax 
assets or liabilities, and statements based on current expectations, estimates, forecasts, and projections about the economies and 
geographic markets in which we operate and our beliefs and assumptions regarding these economies and markets. These 
forward-looking statements are necessarily estimates reflecting the judgment of our management and involve a number of risks 
and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. 
These forward-looking statements should be considered in light of various important factors, including, but not limited to, the 
following: the overall macroeconomic environment, which may impact customer spending and our costs, including tariffs, the 
levels of inflation, and interest rates; the conflict between Ukraine and Russia; conflicts in the Middle East; disruption to our 
supply chain, including difficulties in obtaining a sufficient supply of materials; curtailed or delayed capital spending by 
hospitals; the impact of global and regional economic and credit market conditions on healthcare spending; delays in obtaining 
new product approvals, clearances, or certifications from the Food and Drug Administration (“FDA”), comparable regulatory 
authorities, or notified bodies; the risk of our inability to comply with complex FDA and other regulations, which may result in 
significant enforcement actions; regulatory approvals, clearances, certifications, and restrictions or any dispute that may occur 
with any regulatory body; healthcare reform legislation in the U.S. and its impact on hospital spending, reimbursement, and fees 
levied on certain medical device revenues; changes in hospital admissions and actions by payers to limit or manage surgical 
procedures; the timing and success of product development and customer acceptance of developed products; the results of any 
collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships, including the joint venture with 
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.; our completion of and ability to successfully integrate acquisitions; 
intellectual property positions and litigation; risks associated with our operations and any expansion outside of the U.S.; 
unanticipated manufacturing disruptions or the inability to meet demand for products; our reliance on sole- and single-sourced 
suppliers; the results of legal proceedings to which we are or may become a party; adverse publicity regarding us and the safety 
of our products and adequacy of training; the impact of changes to tax legislation, guidance, and interpretations; changes in 
tariffs, trade barriers, and regulatory requirements (including potential new tariffs imposed by the current U.S. presidential 
administration on imports from Mexico, where we currently manufacture a significant majority of our instruments and 
accessories); and other risks and uncertainties, including those listed under the caption “Risk Factors.” Readers are cautioned 
not to place undue reliance on these forward-looking statements, which speak only as of the date of this report and which are 
based on current expectations and are subject to risks, uncertainties, and assumptions that are difficult to predict. Our actual 
results may differ materially and adversely from those expressed in any forward-looking statement, and we undertake no 
obligation to publicly update or release any revisions to these forward-looking statements, except as required by law. Additional 
risks are described throughout this report, particularly in Part I, “Item 1A. Risk Factors,” and include, but are not limited to, 
those summarized on the following pages.
Table of Contents
4

RISKS RELATING TO OUR BUSINESS
•
Our markets are highly competitive, and customers may choose to purchase our competitors’ products or services or 
may not accept robotic-assisted medical procedures, which could result in reduced revenue and loss of market share.
•
We are subject to a variety of risks due to our operations outside of the U.S.
•
We are subject to litigation, investigations, and other legal proceedings relating to our products, customers, 
competitors, and government regulators that could materially adversely affect our financial condition, divert 
management’s attention, and harm our business.
•
We offer usage-based arrangements, including alternative capital acquisition approaches; as a result, we are exposed to 
an increased risk of losses of revenue and increased credit risk, which could adversely affect our business, financial 
condition, or results of operations.
•
Our reliance on sole- and single-sourced suppliers and ability to purchase at acceptable prices a sufficient supply of 
materials could harm our ability to meet product demand in a timely manner or within budget.
•
New product developments and introductions may adversely affect our business, financial condition, or results of 
operations.
•
We may encounter manufacturing problems or delays that could result in lost revenue.
•
We expect gross profit margins to vary over time, and changes in our gross profit margins could adversely affect our 
business, financial condition, or results of operations.
•
Macroeconomic conditions could materially adversely affect our business, financial condition, or results of operations.
•
Information technology system failures, cyberattacks, or deficiencies in our cybersecurity could harm our business, 
customer relations, financial condition, or results of operations.
•
If our products do not achieve and maintain market acceptance, we will not be able to generate the revenue necessary 
to support our business.
•
If hospitals are unable to obtain coverage and reimbursement for procedures using our products, if reimbursement is 
insufficient to cover the costs of purchasing our products, or if limitations are imposed by governments on the amount 
hospitals can charge for certain procedures, we may be unable to generate sufficient sales to support our business.
•
If our products contain defects or encounter performance problems, we may have to recall our products and our 
reputation may suffer.
•
We utilize distributors for a portion of our sales and service of our products in certain countries, which subjects us to a 
number of risks that could harm our business, financial condition, or results of operations.
•
The failure to attract and retain key personnel could harm our ability to compete, and changes in our existing labor 
relationships could materially adversely impact our business, financial condition, or results of operations.
•
Public health crises or epidemic diseases, or the perception of their effects, could materially adversely affect our 
business, financial condition, or results of operations.
•
Negative publicity, whether accurate or inaccurate, concerning our products or our company could reduce market 
acceptance of our products and could result in decreased product demand and reduced revenues.
•
We could be subject to significant, uninsured losses, which may have a material adverse impact on our business, 
financial condition, or results of operations.
•
We experience long and variable contracting cycles and seasonality in our business, which may cause fluctuations in 
our financial results.
•
Third parties may offer to sell remanufactured or unauthorized instruments and accessories to our customers or provide 
unauthorized service on our systems, which could adversely impact safety, our financial results, and our reputation.
•
Our business is subject to complex and evolving laws and regulations regarding data privacy, data protection, artificial 
intelligence, and responsible use of data.
•
Ongoing and future global conflicts could adversely affect our business, financial condition, or results of operations.
•
Incorporating artificial intelligence technologies into our products, services, and operations may result in legal and 
regulatory risks or have other adverse consequences to our business, financial condition, or results of operations.
•
Disruptions at the FDA and other government agencies or notified bodies could hinder their ability to hire, retain, or 
deploy personnel, or otherwise prevent products from being developed, cleared, certified, approved, or commercialized 
in a timely manner or at all, which may adversely affect our business, financial condition, or results of operations.
•
We may incur losses associated with currency fluctuations and may not be able to effectively hedge our exposure.
•
If we do not successfully manage our collaboration, licensing, joint venture, strategic alliance, or partnership 
arrangements with third parties, we may not realize the expected benefits from such arrangements, which may have a 
Table of Contents
5

material adverse effect on our business, financial condition, or results of operations.
•
If we fail to successfully acquire or integrate new businesses, products, and technology, we may not realize expected 
benefits, or our business may be harmed.
•
We are exposed to credit risk and fluctuations in the market value of our investments.
•
Changes in our effective tax rate may adversely affect our business, financial condition, or results of operations.
•
We are subject to risks associated with real estate construction and development.
•
Climate change, natural disasters, or other events beyond our control could disrupt our business, financial condition, or 
results of operations.
•
Consolidation in the healthcare industry could have an adverse effect on our business, financial condition, or results of 
operations.
•
We use estimates, make judgments, and apply certain methods in determining our financial results and in measuring 
the progress of our business. As these estimates, judgments, and methods change, our results of operations and our 
assessment of the progress of our business could vary.
RISKS RELATING TO OUR REGULATORY ENVIRONMENT
•
Complying with FDA and foreign regulations is a complex process, and our failure to fully comply could subject us to 
significant enforcement actions.
•
Our products are subject to a lengthy and uncertain domestic regulatory review process. If we do not obtain and 
maintain the necessary domestic regulatory authorizations, we will not be able to sell our products in the U.S.
•
Our products may cause or contribute to adverse medical events or be subject to failures or malfunctions that we are 
required to report to the FDA and foreign regulatory authorities and, if we fail to do so, we would be subject to 
sanctions that could harm our reputation, business, financial condition, or results of operations.
•
If our manufacturing facilities do not continue to meet federal, state, or other manufacturing regulations and standards, 
we may be required to temporarily cease all or part of our manufacturing operations, import/export of our products, 
and/or recall some products, which could result in significant product delivery delays and lost revenue.
•
Our products are subject to international regulatory processes and approval or certification requirements. If we do not 
obtain and maintain the necessary regulatory requirements, we will not be able to sell our products in other countries.
•
Changes in healthcare legislation and policy may have an adverse effect on our business, financial condition, or results 
of operations.
•
We are subject to federal, state, and foreign laws governing our business practices, which, if violated, could result in 
substantial penalties. Additionally, challenges to, or investigation into, our practices could cause adverse publicity and 
be costly to respond to and, thus, could harm our business, financial condition, or results of operations.
•
If hospitals and other surgical facilities do not continue to meet federal, state, or other regulatory standards, they may 
be required to temporarily cease all or part of their system utilization.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY
•
If we are unable to fully protect and successfully defend our intellectual property from use by third parties, our ability 
to compete in the market may be harmed.
•
Others may be successful in asserting that our products infringe their intellectual property rights, which may cause us 
to pay substantial damages and/or enjoin us from commercializing our products.
•
Our products may rely on licenses from third parties, which may not be available to us on commercially reasonable 
terms or at all. If we lose access to these technologies, our revenues could decline.
GENERAL RISK FACTORS
•
Our future operating results may be below expectations, which could cause our stock price to decline.
•
Our stock price has been, and will likely continue to be, volatile.
•
Changes to financial accounting standards may affect our reported results of operations.
The summary of material risk factors described above should be read together with the text of the full risk factors below in the 
section entitled “Item 1A. Risk Factors” and the other information set forth in this Annual Report on Form 10-K, including our 
Consolidated Financial Statements and the related notes, as well as other documents that we file with the U.S. Securities and 
Exchange Commission. The risks summarized above or described in full below are not the only risks that we face. Additional 
risks and uncertainties not precisely known to us or that we currently deem to be immaterial may also materially adversely 
affect our business, financial condition, or results of operations.
Table of Contents
6

PART I
ITEM 1.  
BUSINESS
In this report, “Intuitive Surgical,” “Intuitive,” the “Company,” “we,” “us,” and “our” refer to Intuitive Surgical, Inc. and 
its wholly and majority-owned subsidiaries. Intuitive®, Intuitive Surgical®, da Vinci®, da Vinci S®, da Vinci Si®, da Vinci X®, 
da Vinci Xi®, da Vinci 5™, da Vinci SP®, EndoWrist®, Firefly®, Flexision®, Intuitive 3D Models™, Intuitive Hub™, Ion®, My 
Intuitive™, OnSite®, SimNow®, SureForm®, and SynchroSeal® are trademarks or registered trademarks of the Company.
Company Background
As part of Intuitive’s mission, we believe that minimally invasive care is life-enhancing care. By combining ingenuity and 
intelligent technology, we expand the potential of physicians to heal without constraints. We envision a future of care that is 
less invasive and profoundly better, where diseases are identified early and treated quickly so patients can get back to what 
matters most.
Since our founding 30 years ago, we have been delivering on this mission and vision by combining innovative technology 
with clinical expertise to advance minimally invasive care. We do so by providing a comprehensive ecosystem that includes 
robotic-assisted systems, instruments and accessories, customer learning, and support services all connected by a digital 
portfolio that enables actionable insights across the care continuum. Among other capabilities, these products and services can 
augment the skills and improve the efficiency of clinicians and care teams while providing decision support and learning that 
can help deliver differentiated clinical and economic value for patients, providers, and payers when compared to the next best 
available treatment options.
To assure continued alignment with the patients and healthcare community we serve, we have adopted the Quintuple Aim 
as our “north star.” Starting foremost with a focus on patients, we seek to demonstrate that our products can deliver better 
outcomes that are validated by rigorous peer-reviewed evidence. Second, we aim to work with clinicians and care teams to 
create better patient experiences that enable patients to more quickly get back to what matters most in their lives, with fewer 
complications, less pain and discomfort, and greater predictability. Third, we aim to enable the care teams who use our 
platforms and technology-enabled ecosystem to have better experiences that augment their skills while reducing fatigue and 
increasing efficiency and reliability. Fourth, we aim to help lower the total cost of care per patient episode when compared with 
existing treatment alternatives, providing a return on investment for hospitals and healthcare systems and value for payers. 
Lastly, we aim to expand access to high-quality minimally invasive care by partnering with hospitals, healthcare systems, and 
patient advocacy groups to address barriers to care.
While surgery and acute interventions have improved significantly in the past few decades, there remains a significant need 
to improve across all aspects of the Quintuple Aim. Stakeholders continue to expect better clinical outcomes and decreased 
variability of outcomes across clinicians and care teams. Globally, healthcare systems continue to be stressed and lacking in 
critical resources, including the professionals who staff care teams. At the same time, healthcare providers, payers, and 
governments strain to cover the healthcare needs of their populations and demand lower total cost per patient to treat disease. In 
the face of these challenges, we continue to believe that we are well-positioned to synthesize scientific and technological 
advances in biology, computing, imaging, algorithms, and robotics to deliver meaningful and measurable value to all of our 
stakeholders.
Products
Systems
Advanced robotic systems provide precise, powerful platforms with high-performance vision, extending the care team’s 
capabilities to enhance minimally invasive care. These systems include da Vinci surgical systems, which are designed to enable 
a wide range of surgical procedures using a minimally invasive approach, and the Ion endoluminal system, which extends our 
commercial offerings beyond surgery into diagnostic procedures, enabling minimally invasive biopsies in the lung.
Da Vinci Surgical Systems
By striving to find less invasive ways to enter the body, provide clearer views of anatomy and more precise tissue 
interactions, and help hone surgical skills, Intuitive launched its first da Vinci surgical system in 1999. In 2000, the FDA 
cleared da Vinci for general laparoscopic surgery. Since then, we have received numerous additional indications within the U.S. 
as well as outside of the U.S. Refer to the section titled “Regulatory Activities” in our Management’s Discussion and Analysis 
of Financial Condition and Results of Operations for more recent regulatory clearances, approvals, and certification.
There are several models of the da Vinci surgical system currently used by our customers: our recently released fifth-
generation da Vinci 5 surgical system, our fourth-generation da Vinci X, da Vinci Xi, and da Vinci SP surgical systems, our 
third-generation da Vinci Si surgical system, and our second-generation da Vinci S surgical system. The da Vinci surgical 
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systems are designed to enable surgeons to perform a wide range of surgical procedures within our targeted general surgery, 
urologic, gynecologic, cardiothoracic, and head and neck specialties. Da Vinci systems offer surgeons three-dimensional, high 
definition (“3DHD”) vision, a magnified view, and robotic and computer assistance. They use specialized instrumentation, 
including a miniaturized surgical camera (endoscope) and wristed instruments (e.g., scissors, scalpels, and forceps) that are 
designed to help with precise dissection and reconstruction deep inside the body.
Our da Vinci surgical systems are comprised of the following components:
Surgeon Console.  The da Vinci surgical system allows surgeons to operate while comfortably seated at an ergonomic 
console viewing a 3DHD image of the surgical field. The surgeon’s fingers grasp instrument controls below the display 
with the surgeon’s hands naturally positioned relative to his or her eyes. Using electronic hardware, software, algorithms, 
and mechanics, our technology translates the surgeon’s hand movements into precise and corresponding real-time micro 
movements of the da Vinci instruments positioned inside the patient. On most of our current systems (da Vinci 5, da 
Vinci X, da Vinci Xi, da Vinci SP, and da Vinci Si), a second surgeon console may be used in two ways: to provide 
assistance to the primary surgeon during surgery or to act as an active aid during surgeon-proctor training sessions. With 
the da Vinci 5, da Vinci X, da Vinci Xi, da Vinci SP, and da Vinci Si, a surgeon sitting at a second console can view the 
same surgery as the primary surgeon and can be passed control of some or all of the da Vinci instruments during the 
surgery. In addition, surgeons can control 3D virtual pointers to augment the dual-surgeon experience. The da Vinci 
surgical system is designed to allow surgeons to operate while seated, which may be clinically advantageous because of 
reduced surgeon fatigue. The da Vinci surgical system’s design provides natural hand-eye alignment at the surgeon 
console. Because the da Vinci surgical system’s robotic arms hold the camera and instruments steady, there is less 
surgeon and assistant fatigue and enhanced control by the surgeon.
Patient-Side Cart.  The patient-side cart holds electromechanical arms that manipulate the instruments inside the patient. 
For our da Vinci 5, da Vinci X, da Vinci Xi, and da Vinci Si surgical systems, up to four arms attached to the cart can be 
positioned, as appropriate, and then locked into place. At least two arms hold surgical instruments, one representing the 
surgeon’s left hand and one representing the surgeon’s right hand. A third arm positions the endoscope, allowing the 
surgeon to easily move, zoom, and rotate the field of vision. A fourth instrument arm extends surgical capabilities by 
enabling the surgeon to add a third instrument to perform additional tasks. The fourth instrument arm is a standard, 
integrated feature on the da Vinci 5, da Vinci X, da Vinci Xi, and da Vinci Si surgical systems. Our da Vinci single-port 
(“SP”) surgical system includes a single arm with three multi-jointed, wristed instruments and the first da Vinci fully 
wristed, 3DHD camera. The instruments and the camera all emerge through a single cannula and are triangulated around 
the target anatomy to avoid external instrument collisions that can occur in narrow surgical workspaces.
3DHD Vision System.  Our vision system includes a 3DHD endoscope with two independent vision channels linked to 
two separate color monitors through sophisticated image processing electronics and software. The resulting 3DHD image 
has high resolution, high contrast, low flicker, and low cross fading. A digital zoom feature in the 3DHD vision system 
allows surgeons to magnify the surgical field of view without adjusting the endoscope position and, thereby, reduces 
interference between the endoscope and instruments. The 3DHD vision system is a standard, integrated feature on the da 
Vinci 5, da Vinci X, da Vinci Xi, da Vinci SP, da Vinci Si, and da Vinci S surgical systems.
Firefly Fluorescence Imaging (“Firefly”).  Firefly is a standard feature of the da Vinci 5, da Vinci X, da Vinci Xi, and da 
Vinci SP surgical systems and is available as an upgrade on our da Vinci Si surgical system. This imaging capability 
combines an injectable fluorescent dye with a specialized da Vinci camera head, endoscope, and laser-based illuminator 
to allow surgeons to identify vasculature, tissue perfusion, or biliary ducts in three dimensions beneath tissue surfaces in 
real-time. The most common procedural categories for the use of Firefly are urology, gynecology, and general surgery.
Da Vinci Integrated Table Motion.  Integrated Table Motion coordinates the movements of the da Vinci robotic arms 
with an advanced operating room (“OR”) table, the TS 7000dV OR Table sold by Hillrom (now a part of Baxter 
International Inc.), to enable managing the patient’s position in real-time while the da Vinci robotic arms remain 
docked. This gives OR teams the capability to improve the positioning of the operating table during da Vinci surgical 
system procedures. Integrated Table Motion enables the patient to be dynamically positioned during the procedure. It 
enables surgeons to extend reach, facilitate access, and choose the angle of approach to target anatomy, as well as 
reposition the table during the procedure to enhance anesthesiologists’ management of the patient. Integrated Table 
Motion is a standard feature for da Vinci 5 surgical systems and is available as an upgrade for da Vinci Xi surgical 
systems.
Ion Endoluminal System
In 2019, the FDA cleared our Ion endoluminal system, which is a flexible, robotic-assisted, catheter-based platform that 
utilizes instruments and accessories for which the first cleared indication is minimally invasive biopsies in the lung. Our Ion 
system extends our commercial offering beyond surgery into diagnostic, endoluminal procedures. The system features an ultra-
thin, ultra-maneuverable catheter that can articulate 180 degrees in all directions and allows navigation far into the peripheral 
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lung and provides the stability necessary for precision in a biopsy. Many suspicious lesions found in the lung may be small and 
difficult to access, which can make diagnosis challenging, and Ion helps physicians obtain tissue samples from deep within the 
lung, which could help enable earlier diagnosis.
Instruments and Accessories
We offer a comprehensive suite of stapling, energy, and core instrumentation for our multi-port da Vinci surgical systems. 
Our technology is designed to transform the surgeon’s natural hand movements outside of the body into corresponding micro-
movements inside the patient’s body and suture with precision, just as they can in open surgery. With our technology, a surgeon 
can also use “motion scaling,” a feature that translates, for example, a three-millimeter hand movement outside the patient’s 
body into a one-millimeter instrument movement in the surgical field inside the patient’s body. Motion scaling is designed to 
allow precision and control for delicate tasks. In addition, our technology filters the tremor inherent in a surgeon’s hands.
Da Vinci Instruments.  Most of the instruments that we manufacture incorporate wristed joints for natural dexterity and 
tips customized for various surgical procedures. Various da Vinci instrument tips include forceps, scissors, electrocautery 
tools, scalpels, and other surgical tools that are familiar to the surgeon from open surgery and conventional minimally 
invasive surgery (“MIS”). A variety of instruments may be selected and used interchangeably during a surgery. Most 
instruments are sterilizable at the hospital, while others are provided sterile, and most are reusable for a defined number 
of procedures. A programmed memory chip inside each instrument performs several functions that help determine how 
the da Vinci system and instruments work together. In addition, the chip generally will not allow the instrument to be 
used for more than the prescribed number of procedures to help ensure that its performance meets specifications during 
each procedure.
Da Vinci Stapling.  The SureForm and EndoWrist staplers are wristed, stapling instruments intended for resection, 
transection, and creation of anastomoses. These instruments enable surgeons to precisely position and fire the stapler. We 
have various staplers that can be used with our da Vinci 5, da Vinci X, and da Vinci Xi surgical systems: the SureForm 
30, 45, and 60 staplers, where the numeric designation indicates the length of the staple line. The SureForm 30, 45, and 
60 staplers are single-use, fully wristed, stapling instruments intended to be used in general, thoracic, gynecologic, 
urologic, and pediatric surgical procedures. The SureForm 30 stapler may deliver particular utility in thoracic 
procedures. The SureForm 45 stapler may receive particular use in thoracic and colorectal procedures where 
maneuverability and visualization are limited. The SureForm 60 stapler is intended to deliver particular value in bariatric 
procedures. Outside of the U.S. (“OUS”), we also offer the EndoWrist 30 and 45 staplers that can be used with our da 
Vinci X and da Vinci Xi surgical systems. The EndoWrist 30 stapler is intended to deliver particular utility with fine 
tissue interaction in lobectomy and other thoracic procedures. The EndoWrist 45 stapler is used in general, gynecologic, 
thoracic, and urologic surgical procedures. We also have various clearances for five stapler reloads: gray (2.0 mm), white 
(2.5 mm), blue (3.5 mm), green (4.3 mm), and black (4.6 mm). Not all reloads are available for use on all staplers. Not 
all staplers or reloads are available in all countries.
Da Vinci Energy.  Our first-generation E-100 generator is offered as an upgrade to power our da Vinci Vessel Sealer 
Extend and SynchroSeal instruments. Additionally, we recently introduced our second-generation E-200 generator, an 
advanced electrosurgical generator designed to provide high-frequency energy for cutting, coagulation, and vessel 
sealing of tissues. The E-200 generator is integrated with the da Vinci 5 surgical system, is compatible with our da Vinci 
X and Xi surgical systems, and can also function as a standalone electrosurgical generator.
Vessel Sealer Extend is a single-use, fully wristed, advanced bipolar instrument that is compatible with our da Vinci 5, 
da Vinci X, and da Vinci Xi surgical systems. It is intended for grasping and blunt dissection of tissue, bipolar 
coagulation, and mechanical transection of vessels up to 7 mm in diameter and tissue bundles that fit in the jaws of the 
instrument. This instrument enables surgeons to control vessel sealing, while providing the benefits of robotic-assisted 
surgery, and is designed to enhance surgical efficiency and autonomy in a variety of general and gynecologic surgical 
procedures.
SynchroSeal enables a surgeon to perform rapid, one-step sealing and transection with a single pedal press. SynchroSeal 
uses advanced bipolar energy from its raised cut electrode to transect tissue and then cool down quickly.
Accessory Products.  We sell various accessory products, which are used in conjunction with the da Vinci surgical 
systems as surgical procedures are performed. Accessory products include sterile drapes used to help ensure a sterile 
field during surgery, vision products, such as replacement 3D stereo endoscopes, camera heads, and light guides, and 
other items that facilitate the use of the da Vinci surgical systems.
Instruments and accessories are also used with our Ion endoluminal system to perform lung biopsy procedures and for the 
operation and maintenance of the system.
Ion Instruments.  Instruments utilized with our Ion system include our fully articulating catheter, which is employed to 
navigate the intricate and narrow airways of the lungs, our peripheral vision probe, an endoscope that provides real-time 
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airway visualization for catheter navigation, and our Flexision biopsy needles, which are used to procure tissue samples 
from lung nodules.
Accessory Products.  Accessory products that are used in conjunction with the Ion system include cleaning tools and 
other ancillary equipment essential for the operation and maintenance of the Ion system.
Learning
Intuitive provides a progressive learning journey to support the use of our technology. These training pathways leverage 
both learning engagements and learning technologies. Learning engagement touchpoints vary by specific pathway, skill level, 
and interest, while learning technologies enable and provide training directly to the customer. The portfolio of learning 
offerings includes role-specific training pathways, learning engagements, and learning technology.
Training Pathways.  Intuitive’s training pathways provide a systematic learning journey that helps customers build 
technical proficiency. There are pathways for surgeons and physicians, residents and fellows, OR care teams, patient side 
assists, and robotic coordinators, as well as recommendations for executives.
Learning Engagements.  Intuitive learning engagements are touchpoints that support customers throughout their learning 
journeys. They vary by pathway, skill level, and focus area. Engagements include case observations, online education, in-
service training, simulation/skills training, OR care team training, technology training, reprocessing training, proctoring, 
advanced training, and curriculum development support. Many of these programs take place at Intuitive training centers and are 
taught by experienced Intuitive staff, while our advanced courses are taught by surgeon and physician instructors.
Learning Technology.  Learning technologies are designed to help customers access training. Enabling technology helps 
bring innovative offerings to the customer. Intuitive’s enabling technologies include Telepresence and the Advanced Insights 
Suite (which includes Case Insights and Insights Engine). Learning technology solutions include Intuitive Learning, SimNow, 
customized training models, remote case observations, and remote proctoring. Two of the technology solutions most often used 
by customers are Intuitive Learning and SimNow.
Intuitive Learning.  Intuitive Learning enables customers to complete technology and procedure education, while also 
being able to view, assign, and track technology and simulation learning. Intuitive Learning’s user roles include 
surgeons/physicians, residents/fellows, care teams, patient side assists, robotic coordinators, and sterile reprocessing 
staff.
SimNow.  Our cloud-enabled SimNow simulation platform is a practice tool that gives a user the opportunity to practice 
their skills and gain familiarity with the surgeon console controls and supports the user’s progressive learning pathway. 
SimNow incorporates 3D, physics-based computer simulation technology to immerse the user within a virtual 
environment and provides training capabilities that have been used extensively by surgeons. The user navigates through 
the environment and completes exercises by controlling virtual instruments from the surgeon console. Upon completion 
of a skills exercise, the skills simulator provides a quantitative assessment of user performance based on a variety of 
task-specific metrics. The SimNow online connection drives real-time simulation performance tracking for surgeons and 
administrators through an online dashboard and supports remote updates of the VR content and 3DHD videos to drive a 
more interactive and engaging customer experience. SimNow is intended to augment, not replace, existing training 
programs for the da Vinci 5, da Vinci X, da Vinci Xi, and da Vinci SP surgical systems.
Services
We have a network of field service engineers across the U.S., Canada, Europe, and Asia and maintain relationships with 
various distributors around the globe. This infrastructure of service and support specialists offers a full complement of services 
for our customers, including installation, repair, maintenance, 24/7 technical support, and proactive system health monitoring.
Our comprehensive support and program assistance helps ensure customers and care teams maximize program performance 
and protect their investment. Services include readiness support, maintenance support, perioperative consulting, Custom 
Hospital Analytics, and market consulting optimization.
Readiness and Maintenance Support.  Readiness support is operational support to ensure smooth onboarding and adoption 
of new systems and technology. Maintenance support helps to maximize operational efficiency and reduce unplanned 
equipment downtime. It includes service care plans, support teams, OnSite monitoring, software upgrades and updates, as 
well as a customer portal. The service plan portfolio offers flexible service plans to ensure reliability of the systems and 
instruments and help optimize the robotics program. The support team of expert field service, remote technical support, and 
customer care agents resolve and prevent technology issues that could inhibit optimal utilization. OnSite monitoring offers 
remote service in real-time for pre-operative and intraoperative troubleshooting, as well as proactive monitoring of system 
performance. Software upgrades and updates enable the latest product innovations, enhancements, and reliability 
improvements. The customer portal is an online tool that enables customers to access system utilization and program 
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analytics, view orders and maintenance history, and initiate product returns and exchanges to help achieve the operational 
and financial goals of a robotics program.
Perioperative Consulting.  Perioperative consulting is a suite of customized solutions to improve a hospital’s efficiency and 
performance with Intuitive technologies. New system integration support is available to streamline the start-up process and 
expedite increased procedure volumes. Overall program assessments help to support efficiency improvements, cost 
reductions, and system access optimization.
Program Analytics. Our Custom Hospital Analytics program enables the integration of data sources so that individual 
health institutions can analyze their data in their own environment. Using this data, executives, administrators, care teams, 
and surgeons can gain alignment around their programs based on their KPIs, determine best practices, assess gaps, and take 
actionable steps to address any gaps.
Digital Solutions
Integrated digital capabilities provide connected offerings, streamlining performance for hospitals with program-enhancing 
insights. Secure-by-design, cloud-enabled products analyze and simplify essential data to continuously optimize the use of time, 
tools, and techniques.
Intuitive Hosted & Managed Services.  The vast majority of our systems are network connected and directly communicate 
with Intuitive to enable proactive monitoring of product performance to provide high uptime reliability, as well as provide 
software updates and data insights to Intuitive customers.
3D Modeling Services.  Intuitive 3D Models is our augmented reality imaging product for use in kidney, prostate, lung, and 
rectal procedures. The service extracts CT and MR scans, runs them through segmentation algorithms and, after 
technicians’ revision and radiologists’ review, returns a 3D segmented model of the organ for use in planning for a 
procedure, intraoperative visualization, and surgical education. The tool uses augmented reality to give surgeons an image 
with details of organ anatomy – blood vessels, tumor shape, and size – that they may not be able to see well with other two-
dimensional imaging. Intuitive designed this to help with pre-operative planning and intraoperative guidance to let 
surgeons know where critical anatomy sits as they work through a procedure, as well as to be shared as a teaching tool for 
other physicians and patients. The product has recently been launched, and we are in the process of bringing the first sites 
onboard.
My Intuitive.  This mobile and web application was developed to be the single point for Intuitive customers to access 
individual or program-level data from Intuitive. The application also offers comparisons of those insights with anonymized 
national benchmarks to help drive operational efficiencies and decreased costs. It enables mobile access to Intuitive’s 
Learning platform, case reports generated automatically for the surgeon, and an ability for surgeons to publish their 
practice information online for patients seeking local physicians.
Intuitive Hub.  Intuitive Hub is an OR informatics platform that integrates multiple applications and data sets to help 
orchestrate medical procedure workflows. For the care team, Intuitive Hub acts as a point-of-care device that automates 
tasks, such as video recording and bookmarking. The Intuitive Telepresence application on Hub can be used to facilitate 
peer-to-peer collaboration, learning, and support. Video captured during surgery and da Vinci system data are connected 
via Intuitive Hub for physicians to access after a surgical procedure, helping to facilitate personalized learning and increase 
efficiency.
Business Strategy
We align our goals to those of our customers, often called the Quintuple Aim: enabling physicians and hospitals to improve 
outcomes for their patients, improve their patient’s experience, improve the care team’s experience, address barriers to 
expanding access to high quality minimally invasive care, and lower the total cost to treat per patient episode. Through the use 
of Intuitive’s smart, connected systems, robotic technologies, advanced imaging, and informatics, our objective is to create 
value for patients, physicians, and hospitals, as summarized below.
Patient Value.  We believe that the value of a medical procedure to a patient can be defined: Patient Value = Procedure 
Efficacy / Invasiveness. We define procedure efficacy as a measure of the success of the procedure in helping resolve the 
underlying disease, and invasiveness as a measure of patient pain and disruption of regular activities. When the patient 
value of a procedure using an Intuitive product is greater than that of alternative intervention options, patients may 
benefit from seeking out physicians and hospitals that offer those products, which could potentially result in a local 
market share shift. Adoption of Intuitive technology occurs by procedure and by market and is driven by the relative 
patient value and the total intervention costs of da Vinci and Ion procedures as compared to alternative intervention 
options for the same disease state or condition. We believe that most patients will place a higher value on procedures that 
are not only more efficacious but also less invasive than alternative interventions. Our goal is to provide products to 
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physicians who, in turn, provide patients with procedure options that are both highly effective and less invasive than 
others. Furthermore, we will work to increase access to minimally invasive care.
Physician Value.  We offer physicians and their operating room staff training on the technical use of our products. Our 
da Vinci surgical system provides an ergonomic platform for surgeons to perform their procedures. We seek to provide 
surgeons with reliable and easy-to-use products. For example, the change to cloud-based analytics and routine use of 
local analytics may help surgeons track their procedures and processes and, with a network-connected smartphone and 
the My Intuitive app, surgeons can access and explore their procedure data, such as console time and instrument usage, 
to gain insights into their program. Ion brings physicians an immersive bronchoscopy experience from visualizing the 
lung anatomy and planning each patient’s procedure to navigating and biopsying small nodules in the peripheral lung. 
Results from early studies have demonstrated relatively low occurrence of pneumothorax requiring intervention.
Hospital Value.  We help hospitals build value by increasing surgical revenue and reducing costs through lower 
complication rates and reduced lengths of patient stay. For example, we believe robotic-assisted surgery with the da 
Vinci surgical system is a cost-effective approach to many surgeries as compared to alternative treatment options, as 
recognized in many published studies. We also offer our Custom Hospital Analytics program, which enables the 
integration of data sources so that individual health institutions can analyze their data in their own environment. Using 
this data, administrators, chiefs of surgery, and surgeons can gain alignment around their programs based on their KPIs, 
determine best practices, assess gaps, and take actionable steps to address any gaps.
Clinical Applications
We are the beneficiaries of productive collaborations with leading surgeons in exploring and developing new techniques 
and applications for robotic-assisted surgery with the da Vinci surgical system and minimally invasive biopsies with the Ion 
endoluminal system—an important part of our creative process. We primarily focus our development efforts on those 
procedures in which we believe our products bring the highest patient value, surgeon value, and hospital value. We currently 
focus on five surgical specialties: general surgery, urologic surgery, gynecologic surgery, cardiothoracic surgery, and head and 
neck surgery. Key procedures that we are focused on include hernia repair, colon and rectal procedures, cholecystectomy, 
bariatric surgery, prostatectomy, partial nephrectomy, hysterectomy, sacrocolpopexy, lobectomy, and transoral robotic surgery. 
We also focus on minimally invasive biopsies in the lung. Representative surgical applications are described below.
General Surgery
Hernia Repair.  A hernia occurs when an organ or other tissue squeezes through a weak spot in a surrounding muscle or 
connective tissue. During a hernia repair surgery, the weakened tissue is secured, and defects are repaired. Common 
types of hernias are ventral and inguinal. Ventral, or abdominal hernia, may occur through a scar after surgery in the 
abdomen. Inguinal hernia is a bulge in the groin and is more common in men. Hernia repair can be performed using 
traditional open surgery or MIS. There is a wide range of complexity in hernia repair surgeries and varying surgeon 
opinions regarding optimal surgical approach. The benefits of minimally invasive and robotic-assisted hernia repair 
surgery vary by patient.
Colorectal Surgery.  These procedures typically involve benign or cancerous conditions of the lower digestive system, in 
particular the rectum or colon. Common procedures in this area include hemicolectomy, sigmoidectomy, low anterior 
resection, and abdominoperineal resection. Surgeons have reported that the use of robotic-assisted surgery with a da 
Vinci surgical system and our latest technologies, such as the SureForm stapler and da Vinci energy products, has 
enabled them to offer MIS approaches to a broader range of colorectal surgery patients.
Cholecystectomy.  Cholecystectomy, or the surgical removal of the gallbladder, is a commonly performed general 
surgery procedure. Cholecystectomy is the primary method for the treatment of gallstones and other gallbladder 
diseases. Most cholecystectomies are performed using multi-port MIS techniques, although some surgeons choose to 
perform cholecystectomy using manual single-port instrumentation. Firefly technology can be used to visualize biliary 
anatomy in three dimensions beneath the tissue surfaces during multi-port da Vinci cholecystectomies.
Bariatric Surgery.  A body of literature points to the benefit of surgery to treat patients with morbid obesity and its 
secondary effects, such as diabetes. Sleeve gastrectomy and Roux-en-Y gastric bypass (“RYGB”) are commonly 
performed surgical procedures for morbid obesity in the U.S. The body habitus of morbidly obese patients can make 
laparoscopic surgery physically challenging for the surgeon, and certain surgeons have found value in using the da Vinci 
surgical system to improve upon the ergonomics when performing MIS in morbidly obese patients. In addition, RYGB 
can be a technically challenging procedure due to the suturing, stapling, and tissue (bowel) manipulation that is 
required. Surgeons using the da Vinci surgical system have reported a reduction in a critical complication (anastomotic 
leaks) relative to laparoscopic RYGB. Also, we believe SureForm 60 may have particular utility in bariatric procedures.
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Urologic Surgery
Prostatectomy.  Radical prostatectomy is the removal of the prostate gland in patients diagnosed with clinically localized 
prostate cancer. The standard approach to the removal of the prostate was via an open surgical procedure. The 
conventional laparoscopic approach is an option, but it is difficult and poses challenges to even the most skilled 
urologist. The da Vinci surgical system has enabled a large number of surgeons to convert from using an open surgical 
technique to a minimally invasive technique.
Partial Nephrectomy.  Partial nephrectomy is the removal of a small portion of a kidney (typically, an area of the kidney 
containing a tumor). Partial nephrectomies are most commonly performed in patients diagnosed with clinically localized 
renal cancer. Excluding robotic-assisted surgery with a da Vinci surgical system, there are three common surgical 
approaches to performing partial nephrectomies: open surgical technique, laparoscopy, and hand-assisted laparoscopy, 
which is a hybrid of the open and laparoscopic techniques. Surgeons have reported that the da Vinci surgical system’s 
capabilities may enable a large number of these procedures to be performed through a minimally invasive technique, 
conferring the benefits of MIS to a broader range of partial nephrectomy patients. Treatment guidelines for patients with 
localized renal cancer recommend partial nephrectomy due to the benefits that nephron-sparing surgery has in long-term 
patient outcomes. Published clinical literature has shown that the presence of a da Vinci surgical system is associated 
with a higher-proportion of patients receiving a guideline-recommended partial nephrectomy.
Gynecologic Surgery
Hysterectomy.  Removal of the uterus is one of the most commonly performed surgeries in gynecology and is performed 
for a variety of underlying benign and cancerous conditions. Hysterectomies can be performed using open surgery 
(laparotomy) or MIS techniques, which include vaginal, laparoscopic, and robotic-assisted approaches. Prior to the 
clearance of the da Vinci surgical system for use in gynecological procedures in 2005, the majority of hysterectomies 
performed were open surgeries. We believe that robotic-assisted surgery with the da Vinci surgical system provides 
patients the opportunity to receive a minimally invasive treatment as an alternative to an open hysterectomy.
Sacrocolpopexy.  The abdominal (open) sacrocolpopexy is one of the operations performed to treat vaginal vault 
prolapse. Sacrocolpopexy involves suturing a synthetic mesh that connects and supports the vagina to the sacrum 
(tailbone). A sacrocolpopexy can be performed using a conventional laparoscopic technique; however, it is generally 
described as difficult and cumbersome to perform. Surgeons have reported that the da Vinci surgical system’s 
capabilities may enable a larger number of these procedures to be performed through a minimally invasive technique, 
conferring the benefits of MIS to a broader range of sacrocolpopexy patients.
Cardiothoracic Surgery
Thoracic Surgery.  Conventional approaches to surgical procedures in the thorax include both open and video-assisted 
thoracoscopic approaches. Procedures performed via these methods include pulmonary wedge resection, pulmonary 
lobectomy, thymectomy, mediastinal mass excision, and esophagectomy. Many thoracic procedures remain open 
procedures. Surgeons have reported that the use of robotic-assisted surgery with a da Vinci surgical system in thoracic 
surgery has enabled them to offer MIS approaches to a broader range of thoracic surgery patients and improved clinical 
outcomes compared to open and video-assisted thoracic surgery in published single-center, multi-center, and national 
database clinical studies. Also, we believe the EndoWrist 30 stapler and the SureForm 30 stapler may have particular 
utility in thoracic procedures.
Head and Neck Surgery
Transoral Surgery.  Head and neck cancers are typically treated by either surgical resection or chemo-radiation, or a 
combination of both. Surgical resection performed by an open approach may require a “jaw-splitting” mandibulotomy. 
This procedure, while effective in treating cancer, is potentially traumatic and disfiguring to the patient. MIS approaches 
via the mouth (transoral surgery) are challenged by line-of-sight limitations dictated by conventional endoscopic tools. 
Chemo-radiation as a primary therapy does allow patients to avoid traumatic surgical incisions; however, the literature 
suggests that this modality diminishes patients’ ability to speak and swallow normally. Surgeons have reported that da 
Vinci transoral surgery allows them to operate on tumors occurring in the oropharynx (i.e., tonsil and base of tongue) and 
larynx via the mouth and to overcome some of the line-of-sight limitations of conventional transoral surgery.
Da Vinci Procedure Mix
Our da Vinci procedure business is broadly split into two categories: (1) cancer procedures and (2) procedures for benign 
conditions. Cancer and other highly complex procedures tend to be reimbursed at higher rates than less complex procedures for 
benign conditions. Thus, hospitals are more sensitive to the costs associated with treating less complex, benign conditions. Our 
strategy is to provide hospitals with attractive clinical and economical solutions across the spectrum of procedure complexity. 
Our fully featured da Vinci 5 and da Vinci Xi surgical systems with advanced instruments (including the da Vinci energy and 
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da Vinci stapler products) and our Integrated Table Motion product target the more complex procedure segment. Our da Vinci 
X surgical system is targeted toward price-sensitive markets and procedures. Our da Vinci SP surgical system complements our 
da Vinci 5, da Vinci X, and Xi surgical systems by enabling surgeons to access narrow workspaces.
Clinical Summary
There are over 70 representative clinical uses for da Vinci surgical systems. We believe that there are numerous additional 
applications that can be addressed with the da Vinci surgical system, and we work closely with our surgeon customers to refine 
and explore new techniques in which a da Vinci surgical system may bring value. As of December 31, 2024, we had an 
installed base of 9,902 da Vinci surgical systems, including 5,807 in the U.S., 1,867 in Europe, 1,745 in Asia, and 483 in the 
rest of the world. We estimate that surgeons using our technology completed approximately 2,683,000 surgical procedures of 
various types in hospitals throughout the world during the year ended December 31, 2024.
Additionally, over time, we believe that there are numerous additional applications that can be addressed with our Ion 
endoluminal system. As of December 31, 2024, we had an installed base of 805 Ion systems, 784 of which are located in the 
U.S. We plan to seek additional clearances, certifications, or approvals for Ion in OUS markets over time.
Sales and Customer Support
Sales Model
We provide our products through direct sales organizations in the U.S., Europe (excluding Spain, Portugal, Italy, Greece, 
and Eastern European countries), China, Japan, South Korea, India, Taiwan, and Canada. We provide products and services in 
China through our majority-owned joint venture (“Joint Venture”) with Shanghai Fosun Pharmaceutical (Group) Co., Ltd. 
(“Fosun Pharma”) and its affiliates. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of 
Operations” for further details on the Joint Venture. In the remainder of our markets outside of the U.S., we provide our 
products through distributors. During the years ended December 31, 2024, 2023, and 2022, domestic revenue accounted for 
67%, 66%, and 67%, respectively, of total revenue, while revenue from our OUS markets accounted for 33%, 34%, and 33%, 
respectively, of total revenue.
Our direct sales organization is composed of a capital sales team, responsible for selling systems, and a clinical sales team, 
responsible for supporting the systems used in procedures performed at our hospital accounts. Our hospital accounts include 
both individual hospitals and healthcare facilities as well as hospitals and healthcare facilities that are part of an integrated 
delivery network (“IDN groups”). The initial system sale into an account is a major capital equipment purchase by our 
customers and typically has a lengthy sales cycle that can be affected by macroeconomic factors, capital spending prioritization, 
the timing of budgeting cycles, and the evaluation of alternative products. Capital sales activities include educating surgeons or 
physicians and hospital staff across multiple specialties on the benefits of robotic-assisted surgery with a da Vinci surgical 
system or robotic-assisted bronchoscopy with an Ion endoluminal system, total treatment costs, and the clinical applications that 
our technology enables. We also train our sales organization to educate hospital management on the potential benefits of 
adopting our technology, including the clinical benefits of robotic-assisted surgery with a da Vinci surgical system or robotic-
assisted bronchoscopy with an Ion endoluminal system, in support of their Quintuple Aim objectives.
Our clinical sales team works on site at hospitals, interacting with surgeons or physicians, operating room staff, and 
hospital administrators to develop and sustain successful robotic-assisted surgery or bronchoscopy programs. They assist the 
hospital in identifying surgeons or physicians who have an interest in robotic-assisted surgery or bronchoscopy and the 
potential benefits provided by the da Vinci surgical system and the Ion endoluminal system. Our clinical sales team provides 
current clinical information on robotic-assisted surgery or bronchoscopy practices and new product applications to the hospital 
teams. Our clinical sales team has grown with the expanded installed bases of da Vinci surgical systems and Ion endoluminal 
systems as well as the total number of procedures performed. We expect this organization to continue to grow as our business 
expands.
Our customers place orders to replenish their supplies of instruments and accessories on a regular basis. Orders received 
are typically shipped within one business day. New direct customers who purchase a system typically place an initial stocking 
order of instruments and accessories soon after they receive their system.
Our business is subject to seasonal fluctuations. Historically, placements of our da Vinci surgical systems have tended to be 
heavier in the fourth quarter and lighter in the first quarter, as hospital budgets are reset. In addition, we have historically 
experienced lower procedure volume in the first and third quarters and higher procedure volume in the second and fourth 
quarters. More than half of da Vinci procedures performed are for benign conditions. These benign procedures and other short-
term elective procedures tend to be more seasonal than cancer procedures and surgeries for other life-threatening conditions. In 
the U.S., volumes for procedures associated with benign conditions are typically seasonally higher in the fourth quarter when 
more patients have met annual deductibles and lower in the first quarter when deductibles are reset. Seasonality outside of the 
U.S. varies and is more pronounced around local holidays and vacation periods, which have lower procedure volume. The 
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timing of procedures and changes in procedure volume impact the timing of instruments and accessories and capital purchases. 
As a result of factors outlined in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of 
Operations—COVID-19 Pandemic” below, including the past and potential future recommendations of authorities to defer 
elective procedures, historical procedure patterns have been and may continue to be disrupted.
Customer Support
We have a network of field service and technical support engineers across the U.S., Canada, Europe, and Asia and maintain 
relationships with various distributors around the globe. This infrastructure of service and support specialists, along with 
advanced service tools and solutions, offers a full complement of services for our customers, including installation, repair, 
maintenance, 24/7 technical support, and proactive system health monitoring. We generate service revenue by providing these 
services to our customers through comprehensive service contracts and time and material programs.
Research and Development
We focus our research and development efforts on innovation and improvement for products and services that align with 
our mission: We believe that minimally invasive care is life-enhancing care. Through ingenuity and intelligent technology, we 
believe that we can expand the potential of physicians to heal without constraints. We employ engineering and research and 
development staff to focus on delivering future innovations and sustaining improvements that advance our mission. In certain 
instances, we complement our research and development effort through collaborations with other companies, such as our 
Integrated Table Motion product offering developed with Hillrom (now a part of Baxter International Inc.).
Manufacturing
We manufacture our systems at our facilities in Sunnyvale, California, and Peachtree Corners, Georgia, as well as at our 
Joint Venture’s facility in Shanghai, China. Our instruments and accessories are produced at our facilities in Sunnyvale, 
California, and Mexicali, Mexico. Additionally, we have Ion-related manufacturing in Blacksburg, Virginia, and Shanghai, 
China, and endoscope-related manufacturing at multiple sites in Germany. We are also planning to open a new manufacturing 
facility in Bulgaria.
We purchase both custom and off-the-shelf components from a large number of suppliers and subject them to stringent 
quality specifications and processes. Some of the components necessary for the assembly of our products are currently provided 
to us by sole-sourced suppliers (the only recognized supply source available to us) or single-sourced suppliers (the only 
approved supply source for us among other sources). We purchase the majority of our components and major assemblies 
through purchase orders rather than long-term supply agreements and generally do not maintain large volumes of finished 
goods relative to our anticipated demand.
Competition
We face competition in the forms of existing open surgery, conventional MIS, drug therapies, radiation treatment, and 
other emerging diagnostic and interventional surgical approaches. Some of these procedures are widely accepted in the medical 
community and, in many cases, have a long history of use. Our success depends on continued clinical and technical innovation, 
quality, and reliability, as well as educating hospitals, surgeons, and patients on the demonstrated results associated with 
robotic-assisted medical procedures using da Vinci surgical systems or Ion endoluminal systems and their value relative to 
other techniques. We also face competition from several companies that have introduced or are developing new approaches and 
products for the MIS market. We believe that the entrance or emergence of competition validates MIS and robotic-assisted 
surgery or robotic-assisted bronchoscopy.
Moreover, as we add new robotically controlled products (e.g., da Vinci stapling and da Vinci energy products) that 
compete with product offerings traditionally within the domains of open surgery and/or conventional MIS, we face greater 
competition from larger and well-established companies, such as Johnson & Johnson and Medtronic plc.
Additionally, we currently face, or anticipate facing, competition from companies with products used in open or MIS 
surgeries, including laparoscopy and alternative multi-port, single-port, or endoluminal systems. We also compete with 
companies providing other therapeutic approaches for addressing target clinical conditions, as well as companies developing 
diagnostic solutions that could serve as alternatives to current or planned Intuitive offerings. Companies that have introduced 
products in the field of robotic-assisted medical procedures, or have made explicit statements about their efforts to enter the 
field, include, but are not limited to, the following: Beijing Surgerii Robotics Company Limited; CMR Surgical Ltd.; 
Distalmotion SA; Harbin Sizhe Rui Intelligent Medical Equipment Co., Ltd.; Johnson & Johnson; Karl Storz SE & Co. KG; 
Medicaroid Corporation; Medtronic plc; meerecompany Inc.; Noah Medical; Shandong Weigao Group Medical Polymer 
Company Ltd.; Shanghai Microport Medbot (Group) Co., Ltd.; Shenzhen Edge Medical Co., Ltd.; and SS Innovations 
International, Inc. Other companies with substantial experience in industrial robotics could potentially expand into the field of 
medical robotics and become a competitor. In addition, research efforts utilizing computers and robotics for medical procedures 
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are underway at various companies and research institutions. Our revenues may be adversely impacted as our competitors 
announce their intent to enter our markets and as our customers anticipate the availability of competing products. We may not 
be able to maintain or improve our competitive position against current or potential competitors, especially those with greater 
resources.
Intellectual Property
We place considerable importance on obtaining and maintaining patent, copyright, trademark, and trade secret protection 
for significant new technologies, products, and processes.
We generally rely upon a combination of intellectual property laws, confidentiality procedures, and contractual provisions 
to protect our proprietary technology. For example, we have trademarks, both registered and unregistered, that provide 
distinctive identification of our products in the marketplace. We also have exclusive and non-exclusive patent licenses with 
various third parties to supplement our own robust patent portfolio.
As of December 31, 2024, we owned more than 5,300 patents granted and still in force and more than 2,400 patents 
pending worldwide. We intend to continue filing new patent applications in the U.S. and foreign jurisdictions to seek protection 
for our technology. Patents have finite terms. The expiration of a patent ends the exclusive rights accorded by the patent for the 
invention claimed.
Government Regulation
Our products and operations are subject to regulation in the U.S. by the FDA and the State of California as well as by other 
countries and regions in which we market and promote our products. In addition, our products must meet the requirements of a 
large and growing body of international regulations and standards, which govern the design, manufacture, materials content and 
sourcing, testing, certification, packaging, installation, use, and disposal of our products. We must continually keep abreast of 
these regulations, standards, and requirements and integrate our compliance into the development and regulatory documentation 
for our products. Failure to meet these requirements could limit our ability to market our products in those regions that require 
compliance with such regulations and standards. Examples of standards to which we are subject include electrical safety 
standards, such as those of the International Electrotechnical Commission (e.g., IEC 60601-ss series of standards), and 
composition regulations, such as the Reduction of Hazardous Substances (“RoHS”) and the Waste Electrical and Electronic 
Equipment (“WEEE”) Directives applicable in the European Union (“EU”).
U.S. Regulation
FDA
Our products are subject to regulation as medical devices in the United States under the Federal Food, Drug, and Cosmetic 
Act (“FFDCA”), as implemented and enforced by the FDA. The FDA regulates the development, design, non-clinical and 
clinical research, manufacturing, safety, efficacy, labeling, packaging, storage, installation, recordkeeping, complaint and 
adverse event reporting, clearance, approval, certification, promotion, marketing, export, import distribution, and service of 
medical devices in the U.S. to ensure that medical devices distributed domestically are safe and effective for their intended uses.
Under the FFDCA, medical devices are classified into one of three classes—Class I, Class II, or Class III—depending on 
the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Our 
current products are Class II medical devices.
Class II medical devices are those that are subject to general controls, and most require premarket demonstration of 
adherence to certain performance standards or other special controls, as specified by the FDA, and special controls as deemed 
necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance 
standards, post-market surveillance, patient registries, and FDA guidance documents.
Manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of 
the FFDCA requesting authorization to commercially distribute the device. The FDA’s authorization to commercially distribute 
a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. Our current products are subject to 
premarket notification and clearance under section 510(k) of the FFDCA. To obtain 510(k) clearance, we must submit to the 
FDA a premarket notification submission demonstrating that the proposed device is “substantially equivalent” to a legally 
marketed predicate device.
The FDA may require additional information, including clinical data, to make a determination regarding substantial 
equivalence. In addition, the FDA collects user fees for certain medical device submissions and annual fees for medical device 
establishments.
If the FDA agrees that the device is substantially equivalent to a predicate device, it will grant clearance to commercially 
market the device in the U.S. The FDA has a statutory 90-day period to respond to a 510(k) submission; however, as a practical 
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matter, clearance often takes longer. The FDA may require further information, including clinical data, to make a determination 
regarding substantial equivalence. If the FDA determines that the device, or its intended use, is not “substantially equivalent,” 
the device may be designated as a Class III device. The device sponsor must then fulfill more rigorous PMA requirements or 
can request a risk-based classification determination for the device in accordance with the de novo classification pathway, 
which is a route to market for novel medical devices that are low to moderate risk and are not substantially equivalent to a 
predicate device.
The PMA process is more demanding than the 510(k) premarket notification process. In a PMA application, the 
manufacturer must demonstrate that the device is safe and effective, and the PMA application must be supported by extensive 
data, including data from preclinical studies and human clinical trials. The FDA, by statute and regulation, has 180 days to 
review a PMA application, although the review more often occurs over a significantly longer period of time and can take up to 
several years. In approving a PMA application or clearing a 510(k) submission, the FDA may also require some additional 
manufacturing controls, design control activities and approvals, as well as specific post-market surveillance requirements when 
necessary to protect the public health or to provide additional safety and effectiveness data for the device. In such cases, the 
manufacturer might be required to follow certain patient groups for a number of years and make periodic reports to the FDA on 
the clinical status of those patients.
Clinical trials are almost always required to support a PMA or de novo request and are sometimes required to support a 
510(k) submission. All clinical investigations designed to determine the safety and effectiveness of a medical device must be 
conducted in accordance with the FDA’s investigational device exemption (“IDE”) regulations, which govern investigational 
device labeling, prohibit the promotion of the investigational device, and specify an array of recordkeeping, reporting and 
monitoring responsibilities of study sponsors and study investigators. Regardless of the degree of risk presented by the medical 
device, clinical studies must be approved by, and conducted under the oversight of, an Institutional Review Board (“IRB”) for 
each clinical site. During a study, the sponsor is required to comply with the applicable FDA requirements, including, for 
example, trial monitoring, selecting clinical investigators and providing them with the investigational plan, ensuring IRB 
review, adverse event reporting, record keeping, and prohibitions on the promotion of investigational devices or on making 
safety or effectiveness claims for them. The clinical investigators in the clinical study are also subject to the FDA’s regulations 
and must obtain patient informed consent, rigorously follow the investigational plan and study protocol, control the disposition 
of the investigational device, and comply with all reporting and recordkeeping requirements. Additionally, after a trial begins, 
we, the FDA, or the IRB could suspend or terminate a clinical trial at any time for various reasons, including a belief that the 
risks to study subjects outweigh the anticipated benefits.
After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that 
would constitute a major change or modification in its intended use, will require a new 510(k) clearance or, depending on the 
modification, PMA approval or de novo classification. The FDA requires each manufacturer to determine whether a proposed 
change requires submission of a 510(k), de novo classification, or a PMA or PMA supplement in the first instance, but the FDA 
can review any such decision and disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s 
determination, the FDA can require the manufacturer to cease marketing and/or request the recall of the modified device until it 
receives the appropriate marketing authorization. Also, in these circumstances, the manufacturer may be subject to significant 
regulatory fines or penalties.
In addition, the FDA may place significant limitations upon the intended use of our products as a condition of granting 
marketing authorization. Moreover, after a device is placed on the market, numerous FDA and other regulatory requirements 
continue to apply. These requirements include establishment registration and device listing with the FDA; compliance with 
medical device reporting regulations, which require that manufacturers report to the FDA if their device caused or contributed, 
or may have caused or contributed, to a death or serious injury or malfunctioned in a way that would likely cause or contribute 
to a death or serious injury if it were to recur; compliance with corrections and removal reporting regulations, which require that 
manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed 
by the device or to remedy a violation of the FFDCA that may present a risk to health; the FDA’s recall authority, whereby the 
agency can order device manufacturers to recall from the market a product that is in violation of governing laws and 
regulations; and post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to 
protect the public health or to provide additional safety and effectiveness data for the device. In addition, the FDA and the 
Federal Trade Commission also regulate the advertising and promotion of our products to ensure that the claims we make are 
consistent with our regulatory clearances, that there is scientific data to substantiate the claims, and that our advertising is 
neither false nor misleading. In general, we may not promote or advertise our products for uses not within the scope of our 
intended use statement in our clearances or make unsupported safety and effectiveness claims. 
Our manufacturing processes are required to comply with the Quality System Regulation (“QSR”). The QSR covers, 
among other things, the methods used in, and the facilities and controls used for, the design, testing, controlling, documenting, 
manufacture, packaging, labeling, storage, installation, and servicing of all medical devices intended for human use. The QSR 
also requires maintenance of extensive records, which demonstrate compliance with the FDA regulation, the manufacturer’s 
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own procedures, specifications, and testing, as well as distribution and post-market experience. Compliance with the QSR is 
necessary for a manufacturer to be able to continue to market cleared or approved product offerings in the U.S. A company’s 
facilities, records, and manufacturing processes are subject to periodic scheduled or unscheduled inspections by the FDA. 
Failure to maintain compliance with applicable QSR requirements could result in the shut-down of, or restrictions on, 
manufacturing operations and the recall or seizure of marketed products. If the FDA determines that a manufacturer has failed 
to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result 
in any of the following sanctions:
•
warning letters, untitled letters, fines, injunctions, consent decrees, administrative penalties, and civil or criminal 
penalties;
•
recalls, withdrawals, or administrative detention or seizure of our products;
•
operating restrictions or partial suspension or total shutdown of production;
•
refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;
•
withdrawing 510(k) clearances or PMA approvals that have already been granted;
•
refusal to grant export approvals for our products; or
•
criminal prosecution.
In addition, the discovery of previously unknown problems with any marketed products, including unanticipated adverse 
events or adverse events of increasing severity or frequency, whether resulting from the use of the device within the scope of its 
clearance or off-label by a physician in the practice of medicine, could result in restrictions on the device, including the removal 
of the product from the market or voluntary or mandatory device recalls.
Products manufactured outside of the U.S. by or for us are subject to U.S. Customs and FDA inspection upon entry into the 
U.S. We must demonstrate compliance of such products with U.S. regulations and carefully document the eventual distribution 
or re-exportation of such products. Failure to comply with all applicable regulations could prevent us from having access to 
products or components critical to the manufacture of finished products and lead to shortages and delays.
Other Healthcare Regulatory Laws
We are subject to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the 
business or financial arrangements and relationships through which we research, market, sell and distribute our products. 
Restrictions under applicable federal and state healthcare laws and regulations, include the following:
•
the federal Anti-Kickback Statute, which prohibits, among other things, individuals and entities from knowingly and 
willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or 
reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good 
or service, for which payment may be made, in whole or in part, under a federal and state healthcare program such as 
Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to 
violate it in order to have committed a violation;
•
the federal criminal and civil false claims laws, including the federal False Claims Act, which can be enforced through 
civil whistleblower or qui tam actions against individuals or entities, and the Federal Civil Monetary Penalties Laws, 
which prohibit, among other things, knowingly presenting, or causing to be presented, to the federal government, 
claims for payment that are false or fraudulent, knowingly making, using or causing to be made or used, a false record 
or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or 
conceal an obligation to pay money to the federal government. In addition, certain marketing practices, including off-
label promotion, may also violate false claims laws. Moreover, the government may assert that a claim including items 
and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for 
purposes of the federal False Claims Act;
•
the Health Insurance Portability and Accountability Act (“HIPAA”), which imposes criminal and civil liability, 
prohibits, among other things, knowingly and willfully executing, or attempting to execute a scheme to defraud any 
healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making 
any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services; 
similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or 
specific intent to violate it in order to have committed a violation;
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•
the Physician Payments Sunshine Act, which requires certain manufacturers of covered drugs, devices, biologics, and 
medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with 
certain exceptions, to report annually to the Centers for Medicare & Medicaid Services (“CMS”) information on 
certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, 
podiatrists, and chiropractors), teaching hospitals, and certain other health care providers (such as physician assistants 
and nurse practitioners), as well as ownership and investment interests held by physicians and their immediate family 
members; 
•
analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply 
to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental 
third-party payors, including private insurers; and
•
certain state laws that require medical device manufacturers to comply with the industry’s voluntary compliance 
guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring such 
manufacturers to report information related to payments to clinicians and other healthcare providers or marketing 
expenditures.
Violations of any of these laws may result in significant penalties, including but not limited to the following: civil, 
criminal, and administrative penalties; damages; fines; disgorgement; imprisonment; the curtailment or restructuring of 
operations; loss of eligibility to obtain approvals from the FDA; exclusion from participation in government contracting, 
healthcare reimbursement, or other government programs, including Medicare and Medicaid; integrity oversight and reporting 
obligations; or reputational harm.
Foreign Regulation
In order for us to market our products in countries outside the United States, we must obtain regulatory approvals or 
certifications and comply with extensive product quality system and composition regulations in other countries. These 
regulations, including the requirements for approvals, clearance, or certifications and the time required for regulatory review, 
vary from country to country. Some countries have regulatory review processes that are substantially longer than U.S. 
processes. Failure to obtain regulatory approval or certification in a timely manner and meet all of the local requirements, 
including language and specific safety standards, in any foreign country in which we plan to market our products could prevent 
us from marketing products in such countries or subject us to sanctions and fines.
China
China has its own regulatory agency, the National Medical Products Administration (“NMPA”). They require regulatory 
approvals and compliance with extensive safety and quality system regulations. Failure to obtain regulatory approval or failure 
to comply with any regulation may negatively impact our ability to generate revenue and harm our business. In addition to 
product registration approvals, our system sales into China are also dependent on obtaining importation authorizations and 
provincial approvals, as well as hospitals completing a tender and hospital listing process under the authorization. In June 2023, 
the China National Health Commission published the 14th five-year plan quota for major medical equipment to be sold in China 
on its official website (the “2023 Quota”). Under the 2023 Quota, the government will allow for the sale of 559 new surgical 
robots into China, which could include da Vinci surgical systems as well as surgical systems introduced by others. Sales of da 
Vinci surgical systems under the quota are uncertain, as they are dependent on hospitals completing a tender process and 
receiving associated approvals.
Japan
Most medical devices must undergo thorough safety examinations and demonstrate medical efficacy before they receive 
regulatory approval to be sold in Japan. We obtained approval from the Japanese Ministry of Health, Labor, and Welfare 
(“MHLW”) for our da Vinci Si surgical system in October 2012, for our da Vinci Xi surgical system in March 2015, and for 
our da Vinci X surgical system in April 2018. In September 2022, we received regulatory clearance for the da Vinci SP surgical 
system in Japan for the same set of procedures as can be performed on the da Vinci Xi surgical system in Japan. We have 
received national reimbursement status in Japan for a number of procedures since the approval of our first da Vinci surgical 
system in 2012. An additional eight da Vinci procedures were granted reimbursement in April 2022, including colon resection, 
and an additional five da Vinci procedures were granted reimbursement in April 2024, including lobectomy for benign 
conditions. In addition, we received higher reimbursement for da Vinci gastrectomy procedures, as compared to open and 
conventional laparoscopic procedure reimbursements, and higher reimbursement for certain da Vinci rectal resection 
procedures, as compared to open procedure reimbursements. The additional reimbursed procedures have varying levels of 
conventional laparoscopic penetration and will generally be reimbursed at rates equal to the conventional laparoscopic 
procedures. Given the reimbursement level and laparoscopic penetration for these additional procedures, there can be no 
assurance that the adoption pace for these procedures will be similar to prostatectomy or partial nephrectomy, given their higher 
reimbursement, or any other da Vinci procedure. If these procedures are not adopted and we are not successful in obtaining 
adequate procedure reimbursements for additional procedures, then the demand for our products in Japan could be limited. The 
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process of reimbursement for new da Vinci surgical procedures in Japan is led by the surgical societies. The societies submit for 
reimbursement or incremental reimbursement to the MHLW for their evaluation. The decision to reimburse requires in-country 
clinical data and is fixed in April of even-numbered years.
European Union
The EU has adopted specific directives and regulations regulating the design, manufacture, clinical investigation, 
conformity assessment, labeling, and adverse event reporting for medical devices. Until and including May 25, 2021, medical 
devices were regulated by Council Directive 93/42/EEC (the “EU Medical Devices Directive” or “MDD”), which has been 
repealed and replaced by Regulation (EU) No 2017/745 (the “EU Medical Devices Regulation” or “MDR”). Some of our 
current certificates have been granted under the MDD. However, as of May 26, 2021, some of the MDR requirements apply in 
place of the corresponding requirements of the MDD with regard to the registration of economic operators and of devices, post-
market surveillance, and vigilance.
Medical Devices Directive
Under the EU Medical Devices Directive, all medical devices placed on the market in the EU must meet the essential 
requirements laid down in Annex I to the EU Medical Devices Directive, including the requirement that a medical device must 
be designed and manufactured in such a way that it will not compromise the clinical condition or safety of patients or the safety 
and health of users and others. In addition, the device must achieve the performance intended by the manufacturer and be 
designed, manufactured, and packaged in a suitable manner. The European Commission has adopted various standards 
applicable to medical devices. These include standards governing common requirements, such as the sterilization and safety of 
medical electrical equipment and product standards for certain types of medical devices. There are also harmonized standards 
relating to design and manufacture. While not mandatory, compliance with these standards is viewed as the easiest way to 
satisfy the essential requirements as a practical matter, as it creates a rebuttable presumption that the device satisfies the 
essential requirements.
Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can self-assess 
the conformity of its products with the essential requirements (except for any parts that relate to sterility or metrology), a 
conformity assessment procedure requires the intervention of a notified body. Notified bodies are independent organizations 
designated by EU member states to assess the conformity of devices before being placed on the market. A notified body would 
typically audit and examine a product’s technical dossiers and the manufacturer’s quality system (the notified body must 
presume that quality systems that implement the relevant harmonized standards, which is ISO 13485:2016 for Medical Devices 
Quality Management Systems, conform to these requirements). If satisfied that the relevant product conforms to the relevant 
essential requirements, the notified body issues a certificate of conformity, which the manufacturer uses as a basis for its own 
declaration of conformity. The manufacturer may then apply the European Conformity mark (“CE mark”) to the device, which 
allows the device to be placed on the market throughout the EU.
Throughout the term of the certificate of conformity, the manufacturer will be subject to periodic surveillance audits to 
verify continued compliance with the applicable requirements. In particular, there will be a new audit by the notified body 
before it will renew the relevant certificate(s).
Medical Devices Regulation
On April 5, 2017, the MDR was adopted with the aim of ensuring better protection of public health and patient safety. The 
MDR establishes a uniform, transparent, predictable, and sustainable regulatory framework across the EU for medical devices 
and ensures a high level of safety and health while supporting innovation. Unlike directives, regulations are directly applicable 
in EU member states without the need for member states to implement into national law. This aims at increasing harmonization 
across the EU.
The MDR became effective on May 26, 2021. In accordance with its recently extended transitional provisions, both (i) 
devices lawfully placed on the market pursuant to the MDD prior to May 26, 2021, and (ii) legacy devices lawfully placed on 
the EU market from May 26, 2021, in accordance with the MDR transitional provisions may generally continue to be made 
available on the market or put into service, provided that the requirements of the transitional provisions are fulfilled. However, 
even in this case, manufacturers must comply with a number of new or reinforced requirements set forth in the MDR, in 
particular the obligations described below.
The MDR requires that, before placing a device on the market, other than a custom-made device, manufacturers (as well as 
other economic operators, such as authorized representatives and importers) must register by submitting identification 
information to the European database on medical devices (EUDAMED), unless they have already registered. The information 
to be submitted by manufacturers (and authorized representatives) also includes the name, address, and contact details of the 
person or persons responsible for regulatory compliance. The MDR also requires that, before placing a device on the market, 
other than a custom-made device, manufacturers must assign a unique identifier to the device and provide it along with other 
core data to the unique device identifier (“UDI”) database. These new requirements aim at ensuring better identification and 
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traceability of the devices. Each device – and as applicable, each package – will have a UDI composed of two parts: a device 
identifier (“UDI-DI”), specific to a device, and a production identifier (“UDI-PI”) to identify the unit producing the device. 
Manufacturers are also notably responsible for entering the necessary data on EUDAMED, which includes the UDI database, 
and for keeping it up to date. The obligations for registration in EUDAMED are expected to become applicable in the first fiscal 
quarter of 2026 (as EUDAMED is not yet fully functional). Until EUDAMED is fully functional, the corresponding provisions 
of the MDD continue to apply for the purpose of meeting the obligations laid down in the provisions regarding exchange of 
information, including, and in particular, information regarding registration of devices and economic operators.
All manufacturers placing medical devices on the market in the EU must comply with the EU medical device vigilance 
system, which has been reinforced by the MDR. Under this system, serious incidents and Field Safety Corrective Actions 
(“FSCAs”) must be reported to the relevant authorities of the EU member states. These reports will have to be submitted 
through EUDAMED (once functional) and aim to ensure that, in addition to reporting to the relevant authorities of the EU 
member states, other actors, such as the economic operators in the supply chain, will also be informed. Until EUDAMED is 
fully functional, the corresponding provisions of the MDD continue to apply. Manufacturers are required to take FSCAs, which 
are defined as any corrective action for technical or medical reasons to prevent or reduce a risk of a serious incident associated 
with the use of a medical device that is made available on the market. A serious incident is any malfunction or deterioration in 
the characteristics or performance of a device on the market (e.g., inadequacy in the information supplied by the manufacturer, 
undesirable side-effect, etc.), which, directly or indirectly, might lead to either the death or serious deterioration of the health of 
a patient, user, or other persons, or to a serious public health threat.
The EU has multiple laws and regulations related to composition of materials, their procurement practices, manufacturing, 
and disposal, such as the RoHS and WEEE Directives. These laws and regulations broadly cover requirements and risk related 
to health, safety, and the environment. The laws and regulations can impose restrictions on the use of certain substances (such 
as, in totality or by composition, percentage weight limits or parts per million limits) and have required reporting to the 
respective EU authorities, requirements around importations into the EU, requirements around recovery and disposal, as well as 
disclosure requirements.
The advertising and promotion of medical devices are subject to some general principles set forth in EU legislation. 
According to the MDR, only devices that are CE marked may be marketed and advertised in the EU in accordance with their 
intended purpose. Directive 2006/114/EC concerning misleading and comparative advertising and Directive 2005/29/EC on 
unfair commercial practices, while not specific to the advertising of medical devices, also apply to the advertising thereof and 
contain general rules, for example, requiring that advertisements are evidenced, balanced, and not misleading. Specific 
requirements are defined at a national level. EU member states’ laws related to the advertising and promotion of medical 
devices, which vary between jurisdictions, may limit or restrict the advertising and promotion of products to the general public 
and may impose limitations on promotional activities with healthcare professionals.
Many EU member states have adopted specific anti-gift statutes that further limit commercial practices for medical devices, 
in particular vis-à-vis healthcare professionals and organizations. Additionally, there has been a recent trend of increased 
regulation of payments and transfers of value provided to healthcare professionals or entities and many EU member states have 
adopted national “Sunshine Acts,” which impose reporting and transparency requirements (often on an annual basis), similar to 
the requirements in the United States, on medical device manufacturers. Certain countries also mandate implementation of 
commercial compliance programs.
In the EU, regulatory authorities have the power to carry out announced and, if necessary, unannounced inspections of 
companies, as well as suppliers and/or sub-contractors and, where necessary, the facilities of professional users. Failure to 
comply with regulatory requirements (as applicable) could require time and resources to respond to the regulatory authorities’ 
observations and to implement corrective and preventive actions, as appropriate. Regulatory authorities have broad compliance 
and enforcement powers and, if such issues cannot be resolved to their satisfaction, can take a variety of actions, including 
untitled or warning letters, fines, consent decrees, injunctions, or civil or criminal penalties.
The aforementioned EU rules are generally applicable in the EEA, which consists of the 27 EU Member States as well as 
Iceland, Liechtenstein, and Norway.
Brexit and the UK Regulatory Framework
Since January 1, 2021, the Medicines and Healthcare Products Regulatory Agency (“MHRA”) has been the sovereign 
regulatory authority responsible for the Great Britain (i.e., England, Wales, and Scotland) medical device market. Following the 
end of the Brexit transitional period on January 1, 2021, new regulations require all medical devices to be registered with the 
MHRA before being placed on the Great Britain market. From January 1, 2022, non-UK manufacturers were required to 
appoint a UK Responsible Person for the purposes of registering devices placed on the Great Britain market. Under the terms of 
the Protocol on Ireland/Northern Ireland, the MDR applies to medical devices placed on the Northern Ireland market in the 
same way as it applies to medical devices marketed in the EU. In addition, the Trade Deal between the UK and the EU 
generally provides for cooperation and exchange of information between the parties in the areas of product safety and 
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compliance, including market surveillance, enforcement activities and measures, standardization-related activities, exchanges of 
officials, and coordinated product recalls. As such, processes for compliance and reporting should reflect requirements from 
regulatory authorities.
On June 26, 2022, the MHRA published its response to a 10-week consultation on the future regulation of medical devices 
in the UK, and the MHRA has stated that it remains its intention to implement the proposals from such consultation through 
secondary legislation. In addition, on November 14, 2024, the MHRA launched a new consultation on proposals to update the 
regulatory framework for medical devices in Great Britain, covering four topics, namely (1) a new international reliance scheme 
to enable swifter market access for certain devices that have already been approved in a comparable regulator country; (2) the 
new UK Conformity Assessed (“UKCA”) mark and, in particular, proposals to remove the requirement to place such UKCA 
marking on devices; (3) conformity assessment procedures for in vitro diagnostic devices; and (4) maintaining in UK law 
certain pieces of “assimilated” EU law, which are due to sunset in 2025. The MHRA consultation is open until January 5, 2025, 
and it is expected that secondary legislation implementing the proposals will be introduced later in 2025.
Other countries
Regulations in other countries, including the requirements for approvals, certification, or clearance and the time required 
for regulatory review, vary from country to country. Certain countries, such as South Korea, Brazil, Australia, India, and 
Canada, have their own regulatory agencies. These countries typically require regulatory approvals and compliance with 
extensive safety and quality system regulations included in the MDSAP (Medical Device Single Audit Program) that we 
comply with every year as part of our annual audit program. Failure to obtain regulatory approval in any foreign country in 
which we plan to market our products, or failure to comply with any regulation in any foreign country in which we market our 
products may negatively impact our ability to generate revenue and harm our business.
In addition, local regulations may apply, which govern the use of our products and which could have an adverse effect on 
our product utilization if they are unfavorable. All such regulations are revised from time to time and, in general, are increasing 
in complexity and in the scope and degree of documentation and testing required. There can be no assurance that the outcomes 
from such documentation and testing will be acceptable to any particular regulatory agency or will continue to be acceptable 
over time. There are further regulations governing the importation, marketing, sale, distribution, use, and service as well as the 
removal and disposal of medical devices in the regions in which we operate and market our products. Failure to comply with 
any of these regulations could result in sanctions or fines and could prevent us from marketing our products in these regions.
Data Privacy and Security Laws 
Numerous state, federal, and foreign laws, regulations, and standards govern the collection, use, access to, confidentiality, 
and security of health-related and other personal information and could apply now or in the future to our operations or the 
operations of our partners. In the U.S., numerous federal and state laws and regulations, including data breach notification laws, 
health information privacy and security laws, and consumer protection laws and regulations govern the collection, use, 
disclosure, and protection of health-related and other personal information. In addition, certain foreign laws govern the privacy 
and security of personal data, including health-related data. Privacy and security laws, regulations, and other obligations are 
constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, 
proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.
We collect, process, share, disclose, transfer, and otherwise use data, some of which contains personal information about 
identifiable individuals including, but not limited to, our employees, clinical trial participants, partners, and vendors. Therefore, 
we are subject to U.S. (federal, state, local) and international laws and regulations, including those in the European Economic 
Area (“EEA”) and the United Kingdom (“UK”) regarding data privacy and security and our use of such data.
We are subject to the European Union General Data Protection Regulation 2016/679 and applicable national supplementing 
laws (collectively, the “EU GDPR”) and to the United Kingdom General Data Protection Regulation and Data Protection Act 
2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”). The GDPR imposes 
comprehensive data privacy compliance obligations in relation to our collection, processing, sharing, disclosure, transfer, and 
other use of data relating to an identifiable living individual or “personal data,” including a principle of accountability and the 
obligation to demonstrate compliance through policies, procedures, training, and audit.
The EU GDPR and UK GDPR also regulate cross-border transfers of personal data out of the EEA and the UK. Recent 
legal developments in Europe have created complexity and uncertainty regarding such transfers, in particular in relation to 
transfers to the United States.
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Third-Party Coverage and Payment
Our customers, including physicians, hospitals, and outpatient facilities, typically bill third-party payors for the costs and 
fees associated with the procedures in which our products are used. In the U.S., in order to receive payment for the procedures 
performed using our products, our customers must report codes that describe the services or products furnished and determine 
the medical necessity of the service or whether the service is included in the payors’ policy. In the U.S. and most markets 
globally where we sell our products, payment for medical services and surgical procedures to hospitals, outpatient facilities, and 
surgeons (collectively “providers”) is determined by the government, commercial payors (insurers), or both.
In the U.S., the CMS and its fiscal intermediaries (Medicare Administrative Contractors) and state Medicaid programs 
establish reimbursement policies for medical and surgical services at the state and federal level for the Medicare and Medicaid 
programs. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own coverage 
and payment policies but also have their own methods and approval processes. Commercial payors in non-capitated contracts 
commonly establish payment to providers based on a percentage of the Medicare payment rate.
Physicians and outpatient facilities bill for medical and surgical services by reporting a combination of billing codes. 
Current Procedural Terminology (“CPT”) codes are created by the American Medical Association (“AMA”) with input from 
CMS and commercial payors to describe medical and surgical procedures. CPT codes currently exist for minimally invasive 
surgical procedures, which may involve the da Vinci surgical system, as well as for robotic-assisted bronchoscopy, which may 
involve the Ion endoluminal system. In general, the majority of payors, including Medicare, consider robotic assistance as a tool 
used to perform the procedure and do not pay providers more for a procedure that involves robotic assistance using the da 
Vinci, Ion, or any other robotic system. Because there is often no separate payment for the use of our products, the additional 
cost associated with the use of our products can affect the profit margin of the hospital or surgery center where the procedure is 
performed. If hospitals do not obtain sufficient payment from third-party payors for procedures performed with our products or 
if governmental and private payors’ policies do not cover surgical procedures performed using our products, hospital adoption 
or utilization of our products could be negatively impacted, and we may not be able to generate the revenue necessary to 
support our business.
Hospitals bill for inpatient services by reporting ICD-10-PCS codes. CMS is primarily responsible for overseeing changes 
and modifications to ICD-10-PCS codes. Medicare payments to hospitals for services provided during an inpatient stay are 
based on the Inpatient Prospective Payment System (“IPPS”). Under the IPPS, each patient discharge is categorized into a 
Medicare Severity Adjusted Diagnosis-Related Group (“MS-DRG” or “DRG”). Each DRG has an assigned payment weight 
based on the average resources used for Medicare patients in that DRG, taking into account the patient’s principal diagnosis, 
surgical procedures, age, discharge status, and additional or secondary diagnoses, among other things. The DRG is a single, 
bundled payment intended to cover all costs associated with the inpatient admission.
The use of robotic technology does not influence the MS-DRG assignment or payment for an inpatient admission related to 
a surgical procedure. CMS annually updates hospital inpatient and outpatient payments based on hospitals’ charge data. 
Hospital inpatient and outpatient payments are also adjusted based on whether the hospital is a teaching hospital, its geographic 
location, and any failures to meet certain quality metrics, among other factors.
Commercial payors commonly establish inpatient facility payment for providers using published Medicare DRG rates as a 
benchmark. In some uncommon cases, commercial payors pay for inpatient hospital admissions on a per diem basis. 
Commercial payment to providers varies depending on the procedure performed, geographic location, contractual allowances, 
and other factors.
Medicare and commercial payor payments to facilities for medical and surgical services may not always fully reimburse 
providers for all costs associated with furnishing these procedures. If payment is insufficient for procedures involving our 
technology, hospitals and physicians may decide not to use our products.
In countries outside of the U.S., payment for surgical services to physicians and facilities differs considerably and varies by 
country. In some markets, there is a single public payor who provides a global annual budget to hospitals to provide all care to 
the population served in a designated geographic area. In other markets, private insurance can be purchased or is provided by 
employers to supplement public health insurance. In some countries, patients may be permitted to pay directly for surgical 
services; however, such “co-pay” practices are not common (or allowed) in many countries. Further, in many global markets, 
access to procedures and technology is governed or heavily influenced by Health Technology Assessment (“HTA”) 
organizations, which conduct periodic and extensive evidence-based reviews of the clinical value and cost effectiveness of a 
new technology. To effectively conduct our business, we may need to seek OUS reimbursement approvals, and we do not know 
if these required approvals will be obtained in a timely manner or at all. In addition, in some markets, HTA organizations may 
publish reports with mixed conclusions about the clinical and economic value of our products to the population. Such reviews 
could negatively impact hospital adoption of our technology.
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Healthcare Reform
In the U.S., there have been, and continue to be, legislative initiatives designed to contain healthcare costs. In March 2010, 
the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, 
the “ACA”), was enacted. The ACA made changes that have significantly impacted healthcare providers, insurers, 
pharmaceutical companies, and medical device manufacturers. The ACA contained provisions designed to generate the 
revenues necessary to fund health insurance coverage expansion and appropriated funding to research the comparative 
effectiveness of healthcare treatments and strategies. To date, this research has had a negligible effect on Medicare coverage 
and reimbursement decisions as well as influence on other third-party payor coverage and reimbursement policies.
Since its enactment, there have been judicial, executive, and Congressional challenges to certain aspects of the ACA. On 
June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several states 
without specifically ruling on the constitutionality of the ACA. Thus, the ACA remained in effect in its current form.
In addition, other legislative changes have been proposed and adopted since the ACA became law. These changes included 
an aggregate reduction in Medicare payments, which went into effect on April 1, 2013, and will remain in effect through 2032, 
unless additional Congressional action is taken, with the exception of a temporary suspension due to the COVID-19 pandemic 
from May 1, 2020, through March 31, 2022. Individual states in the U.S. have also become increasingly aggressive in passing 
legislation and implementing regulations designed to control product pricing, including price or patient reimbursement 
constraints and discounts, and require marketing cost disclosure and transparency measures.
In the U.S. and abroad, reimbursement is dynamic and subject to change annually by public and private payors. Congress 
and government agencies may also intervene and pass legislation that is intended to reduce healthcare spending, which could 
impact market access. Such legislative interventions can vacillate significantly based on government leadership. Other federal 
or state healthcare reform measures that may be adopted in the future could have a material adverse effect on our business. Any 
regulatory or legislative developments in domestic or foreign markets that eliminate or reduce reimbursement rates for 
procedures performed with our products could harm our ability to sell our products or cause downward pressure on the prices of 
our products, either of which would adversely affect our business, financial condition, and results of business operations.
Similar reform measures may be adopted in foreign jurisdictions. For instance, on December 13, 2021, the EU Regulation 
No 2021/2282 on HTA, amending Directive 2011/24/EU, was adopted. While the Regulation entered into force in January 
2022, it will only begin to apply from January 2025 onwards, with preparatory and implementation-related steps to take place in 
the interim. Once applicable, it will have a phased implementation depending on the concerned products. This Regulation 
intends to boost cooperation among EU member states in assessing health technologies, including certain high-risk medical 
devices, and provide the basis for cooperation at the EU level for joint clinical assessments in these areas. It will permit EU 
member states to use common HTA tools, methodologies, and procedures across the EU, working together in four main areas, 
including joint clinical assessment of the innovative health technologies with the highest potential impact for patients, joint 
scientific consultations whereby developers can seek advice from HTA authorities, identification of emerging health 
technologies to identify promising technologies early, and continuing voluntary cooperation in other areas. Individual EU 
member states will continue to be responsible for assessing non-clinical (e.g., economic, social, and ethical) aspects of health 
technology and making decisions on pricing and reimbursement.
Human Capital
Delivering on our mission depends on our ability to attract, engage, retain, and further develop top talent around the globe. 
We strive to enable this by making Intuitive an inclusive, diverse, and safe workplace with opportunities for our employees to 
grow and develop in their careers. Intuitive provides competitive compensation, benefits, and programs that encourage 
employee health and wellness as well as foster connections between our employees, the communities, and the customers we 
serve.
As of December 31, 2024, we had approximately 15,638 full-time employees, with approximately 2,076 in research and 
development, 7,057 in manufacturing operations, 4,413 in commercial and service operations, and 2,092 in administrative 
activities. During 2024, the number of employees increased by approximately 1,962. Our employees are based in 29 different 
countries around the world. Our global workforce consists of a diverse range of highly skilled talent. During 2024, our turnover 
rate was approximately 8.9%.
Inclusion and Diversity
Intuitive’s inclusion and diversity (“I&D”) mission is to work to build an environment where every individual can belong 
and flourish – in our company and the communities we serve.
We believe that everyone should feel included and fairly treated, and we embrace the unique qualities that make people 
who they are. This includes all genders and gender identities, races, ethnicities, ages, national origins, native languages, 
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disabilities, sexual orientations, body sizes, military backgrounds, cognitive styles, socioeconomic backgrounds, religions, and 
family structures. We believe in seeking the difference to propel innovation and creativity forward.
We have a four-part strategy to guide our I&D efforts: ensuring an inclusive experience, where employees from all 
backgrounds feel welcome, supported, and valued; building a diverse workforce to fuel innovation and better mirror the 
customers and patients we serve; continuously investing in and enhancing the fairness of our people practices and sharing 
progress; and strengthening industry engagement through collaboration with our customers, the broader healthcare community, 
and shareholders. We aim to pursue this strategy through various initiatives, including assessing our efforts through a 
compliance lens; our policies prohibit unlawful discrimination against individuals on the basis of any protected characteristic.
Details of our employee workforce composition, including a link to our Employer Information Report (“EEO-1”) 
submission to the U.S. Equal Employment Opportunity Commission (“EEOC”), are available on our website. Although we 
reference the availability of our EEO-1 on our website in this Annual Report on Form 10-K, our EEO-1 and any other materials 
on our website are not incorporated by reference into this Annual Report on Form 10-K or any of our other filings under the 
Securities Act of 1933, as amended, or the Exchange Act. While matters discussed in such EEO-1 and other website materials 
may be significant, any significance should not be read as necessarily rising to the level of materiality used for the purposes of 
our compliance with the U.S. federal securities laws, even if we use the word “material” or “materiality” in such materials.
From a governance perspective, maintaining a mix of backgrounds and experience in our Board composition is essential to 
being able to understand, represent, and reflect the needs of our diverse stakeholders. Currently, five of our 12 Board members 
(42%) are women, and five of our 12 board members (42%) self-identify as individuals from underrepresented communities 
(defined as an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native 
American, Native Hawaiian, or Alaska Native, or LGBTQ+).
Health, Safety, and Wellness
The health, safety, and wellness of our employees is a priority in which we continue to invest and expand. We provide our 
employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs. 
Program benefits are intended to provide protection, peace of mind, and security, including workplace health and safety best 
practices integrated into everyday activities and programs that support employee time away from work, family care, mental 
health, or financial well-being.
We continue to evolve our programs in an effort to respond to the interests of our changing workforce, as well as the 
communities in which we operate, in compliance with government regulations. Each Intuitive location manages overall safety 
with guidance based on regional, country, and local regulations and best practices.
Compensation and Benefits
We provide compensation and benefits programs to help meet the needs of our employees. In addition to base 
compensation, these programs, which vary by country and region, include short-term incentives in the form of annual bonuses 
and commissions, long-term incentives in the form of stock or cash-based awards, an Employee Stock Purchase Plan, 
retirement savings plans, healthcare, income protection benefits, paid time off, family leave, family care resources, and flexible 
work schedules, among many others.
We aim to support fair and equitable pay for our employees. Our executive team and Board strongly support this effort. We 
regularly review pay for internal equity, including with regard to race/ethnicity and gender, and to assess the appropriateness of 
our compensation structure. We also engage outside counsel to assess compliance with pay equity laws. When we identify 
potential differences in pay, we research those differences and take actions to resolve them if we deem appropriate.
In 2024, we conducted a full pay equity audit for our full-time U.S. workforce, adjusting for job role and location among 
other factors. Evaluating total target cash compensation, our audit found that our adjusted pay gap relative to self-identified 
gender was women earn 99.5% of men and our adjusted pay gap relative to U.S. self-identified race/ethnicity was employees of 
color earn 100.0% of white employees. We are proud to have strong pay practices and policies in place that have helped us to 
achieve this level of pay equity.
Employees are encouraged to share any pay equity concerns with management, Human Resources, or confidentially 
through our reporting hotline, including anonymously. Intuitive has a non-retaliation policy for raising any workplace concerns 
in good faith, including around pay.
Talent Development
At Intuitive, we believe that all employees have the potential to grow. To support this growth, we offer a diverse range of 
development opportunities designed to help employees acquire and apply new technical, functional, and leadership skills.
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Employee development at Intuitive commences from the first day and includes comprehensive onboarding programs that 
teach about our business, our culture, and the skills needed to successfully perform at Intuitive. Subsequently, employees have 
access to a variety of online learning courses, as well as classroom and cohort-based programs.
For people leaders, we provide a 12-month, blended learning curriculum, called the Manager Acceleration Program 
(“MAP”). MAP is delivered globally and aims to teach our people leaders what it takes to successfully lead and manage at 
Intuitive. The program covers key leadership expectations as well as fundamental leadership skills. Additional virtual, 
instructor-led workshops provide timely classes aimed at assisting leaders with important employee processes, such as 
performance and compensation conversations.
Furthermore, our talent development initiatives include various team effectiveness assessments and solutions tailored to 
meet the needs of our growing global teams. These solutions range from cross-cultural dexterity programs to assessing and 
leveraging individual and team strengths. We gather feedback from our teams annually through our Employee Experience 
survey, holding leaders accountable for taking action based on the feedback received. In 2024, Intuitive achieved a 92% 
employee engagement score, signaling a strong employee commitment to our mission and the work we do each day.
Community Programs
We believe that building connections between our employees, their families, and our communities creates a more 
meaningful, fulfilling, and enjoyable workplace. Through our engagement programs, our employees can pursue their interests 
and hobbies, connect to volunteering and giving opportunities, and enjoy unique recreational experiences with family members.
The Intuitive Foundation is a nonprofit organization established in 2018 and funded by Intuitive. Since its founding, the 
Intuitive Foundation has been dedicated to promoting health, advancing education, and reducing human suffering. The 
Foundation supports outreach programs financially while we provide the volunteers and mentors from within our company. 
Since its inception, we have contributed $170 million to the Intuitive Foundation to fulfill its mission.
We encourage you to review our 2024 Environmental, Social, and Governance (“ESG”) Report (to be made available in the 
“About Us — Investors” section of our website at https://isrg.intuitive.com) for more detailed information regarding our Human 
Capital programs and initiatives. Although we reference our ESG Report in this report, the ESG report and any other materials 
on our corporate website are not incorporated by reference into this Annual Report or any other filing of the Company under the 
Securities Act of 1933, as amended, or the Exchange Act. While matters discussed in such ESG Report and website materials 
may be significant, any significance should not be read as necessarily rising to the level of materiality used for the purposes of 
our compliance with the U.S. federal securities laws, even if we use the word “material” or “materiality” in such materials.
General
We make our periodic and current reports, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, 
Current Reports on Form 8-K, and any amendments to those reports, available free of charge on our website as soon as 
practicable after such material is electronically filed or furnished with the Securities and Exchange Commission (the “SEC”). 
Our website address is www.intuitive.com, and the reports are filed under “SEC Filings” on the Company — Investor Relations 
portion of our website. Periodically, we webcast Company announcements, product launch events, and executive presentations, 
which can be viewed via our Investor Relations page on our website. In addition, we provide notifications of our material news, 
including SEC filings, investor events, and press releases as part of our Investor Relations page on our website. The contents of 
our website are not intended to be incorporated by reference into this report or in any other report or document we file, and any 
references to our website are intended to be inactive textual references only. The SEC maintains an internet site that contains 
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at 
www.sec.gov. The contents of these websites are not incorporated into this filing. Further, references to the URLs for these 
websites are intended to be inactive textual references only.
We operate our business as one segment, as defined by U.S. generally accepted accounting principles. Our financial results 
for the years ended December 31, 2024, 2023, and 2022 are discussed in “Item 7. Management’s Discussion and Analysis of 
Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data” of this Annual 
Report.
Intuitive Surgical, Inc. was founded in 1995. We are a Delaware corporation with our principal executive offices located at 
1020 Kifer Road, Sunnyvale, California 94086. Our telephone number is (408) 523-2100, and our website address is 
www.intuitive.com.
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ITEM 1A.  
RISK FACTORS
You should consider each of the following risk factors, which could materially affect our business, financial condition, or 
future results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be 
immaterial also may materially adversely affect our business, financial condition, or future results of operations. In addition, the 
global economic environment may amplify many of these risks.
RISKS RELATING TO OUR BUSINESS
OUR MARKETS ARE HIGHLY COMPETITIVE, AND CUSTOMERS MAY CHOOSE TO PURCHASE OUR 
COMPETITORS’ PRODUCTS OR SERVICES OR MAY NOT ACCEPT ROBOTIC-ASSISTED MEDICAL 
PROCEDURES, WHICH COULD RESULT IN REDUCED REVENUE AND LOSS OF MARKET SHARE.
Robotic-assisted surgery with a da Vinci surgical system or robotic-assisted bronchoscopy with an Ion endoluminal system 
are technologies that compete with established and emerging treatment options in reconstructive medical procedures or disease 
management. These competitive treatment options include open surgery, conventional MIS, drug therapies, radiation treatment, 
and other emerging diagnostic and interventional surgical approaches. Some of these procedures are widely accepted in the 
medical community and, in many cases, have a long history of use. Technological advances could make such treatment options 
more effective or less expensive than using our products, which could render our products obsolete or unmarketable. Also, 
studies could be published that show that other treatment options are more beneficial and/or cost-effective than robotic-assisted 
medical procedures. We cannot be certain that physicians, or their patients, will choose our products to replace or supplement 
established treatment options or that our products will continue to be competitive with current or future technologies. For 
example, in 2023, certain drugs initially approved for use in diabetes patients gained market acceptance for use in weight loss 
treatment following FDA approvals for weight loss indications. The availability and effectiveness of weight loss drugs have 
reduced the number of bariatric procedures performed, including those bariatric procedures performed using our da Vinci 
surgical system, as some patients reconsider the surgical treatment option. At this time, it is difficult to predict the long-term 
market impact of these drugs, including their long-term efficacy as weight loss drugs and potential drawbacks.
Additionally, we currently face, or anticipate facing, competition from companies with products used in open or MIS 
surgeries, including laparoscopy and alternative multi-port, single-port, or endoluminal systems. We also compete with 
companies providing other therapeutic approaches for addressing target clinical conditions, as well as companies developing 
diagnostic solutions that could serve as alternatives to current or planned Intuitive offerings. Companies that have introduced 
products in the field of robotic-assisted medical procedures, or have made explicit statements about their efforts to enter the 
field, include, but are not limited to, the following: Beijing Surgerii Robotics Company Limited; CMR Surgical Ltd.; 
Distalmotion SA; Harbin Sizhe Rui Intelligent Medical Equipment Co., Ltd.; Johnson & Johnson; Karl Storz SE & Co. KG; 
Medicaroid Corporation; Medtronic plc; meerecompany Inc.; Noah Medical; Shandong Weigao Group Medical Polymer 
Company Ltd.; Shanghai Microport Medbot (Group) Co., Ltd.; Shenzhen Edge Medical Co., Ltd.; and SS Innovations 
International, Inc. Other companies with substantial experience in industrial robotics could potentially expand into the field of 
medical robotics and become competitors. Additionally, we expect increasing competition within China for robotic-assisted 
surgical systems. We may not be able to maintain or improve our competitive position against current or potential competitors, 
especially those with greater resources. Our revenues may be reduced due to pricing pressure if our competitors develop and 
market products that are more effective or less expensive than our products. If we are unable to compete successfully, our 
revenues will suffer, which could have a material adverse effect on our business, financial condition, or result of operations.
In addition, third-party service providers that service da Vinci surgical system and Ion endoluminal system operators may 
emerge and compete with us on price or offerings. To date, substantially all of our customers have sourced services on their 
systems from us through service contract commitments or time and materials contracts. Furthermore, there are third-party 
service providers offering consulting services targeted at analyzing the cost-effectiveness of hospitals’ robotic-assisted medical 
programs, including procedures performed, placement of systems, and consumption of instruments and accessories. We 
currently provide similar services and analysis to our customers, but it is difficult to assess the impact that this may have on our 
business. If we are unable to compete successfully with any third-party service providers, our revenues may suffer, which could 
have a material adverse effect on our business, financial condition, or result of operations.
WE ARE SUBJECT TO A VARIETY OF RISKS DUE TO OUR OPERATIONS OUTSIDE OF THE U.S.
We manufacture, perform research and development activities, and distribute our products in OUS markets. Revenue from 
OUS markets accounted for approximately 33%, 34%, and 33% of our revenue for the years ended December 31, 2024, 2023, 
and 2022, respectively. Our OUS operations are, and will continue to be, subject to a number of risks including:
•
the failure to obtain or maintain the same degree of protection against infringement of our intellectual property 
rights due to differing intellectual property protection laws in OUS countries from those in the U.S.;
•
multiple OUS regulatory requirements that are subject to change and that could impact our ability to manufacture 
and sell our products;
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•
changes in tariffs, trade barriers, and regulatory requirements, such as the enactment of tariffs on goods imported 
into the U.S. including, but not limited to, the proposed tariff on goods imported from Mexico where we 
manufacture a significant majority of our instruments and accessories that we sell;
•
protectionist laws, policies, and business practices and nationalistic campaigns that favor local competitors or lead 
non-U.S. customers to favor domestic technology solutions over imports, which could slow our growth, increase 
our costs, or make our products less competitive in OUS markets;
•
local or national regulations that make it difficult or impractical to market or use our products;
•
U.S. relations with the governments of the other countries in which we operate;
•
the inability or regulatory limitations on our ability to move goods across borders;
•
the risks associated with foreign currency exchange rate fluctuations;
•
the difficulty in establishing, staffing, and managing OUS operations, including differing labor relations;
•
the expense of establishing facilities and operations in new foreign markets;
•
the building and maintenance of an organization capable of supporting geographically dispersed operations, 
including appropriate business procedures and controls;
•
compliance with anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), UK Bribery Act 
of 2010 (“UK Bribery Act”), and other local laws prohibiting corrupt payments to government officials;
•
adherence to antitrust and anti-competition laws;
•
economic weakness, including inflation, or political instability in particular foreign economies and markets, 
including exposure to a higher degree of financial risk if we extend credit to customers in these economies; and
•
business interruptions due to natural disasters, outbreak of disease, climate change, and other events beyond our 
control.
We have increased, and will continue to increase, our operations in China. There is inherent risk, based on the complex 
relationships between China and the U.S., that political, diplomatic, military, or other events could result in business 
disruptions, including increased regulatory enforcement against companies, tariffs, trade embargoes, or export restrictions. 
Tariffs increase the cost of our products and the components and raw materials that go into making them. These increased costs 
adversely impact the gross margin that we earn on our products. Tariffs can also make our products more expensive for 
customers, which could make our products less competitive and reduce consumer demand. Countries may also adopt other 
measures, such as controls on imports or exports of goods, technology, or data, which could adversely impact our operations 
and supply chain and limit our ability to offer our products and services as designed. These measures can require us to take 
various actions, including changing suppliers and restructuring business relationships. Changing our operations in accordance 
with new or changed trade restrictions can be expensive, time-consuming, disruptive to our operations and distracting to 
management. Such restrictions can be announced with little or no advance notice, and we may not be able to effectively 
mitigate all adverse impacts from such measures. Political uncertainty surrounding trade and other international disputes could 
also have a negative effect on consumer confidence and spending. Additionally, our joint venture works with and relies on a 
number of dealers, distributors, and other third parties to commercialize and deliver our products. Any of these events could 
reduce customer demand, increase the cost of our products and services, or otherwise have a materially adverse impact on our 
customers’ and suppliers’ businesses or results of operations.
For example, in 2020, the U.S. government amended the Entity List rules to expand the requirement to obtain a license 
prior to the export of certain technologies. In addition, in 2020, a new U.S. regulation seeks to prohibit the U.S. government 
from contracting with companies who use the products or services of certain Chinese companies. Based on our current 
understanding of these regulations, they do not materially adversely impact our business at this time. However, we cannot 
predict the impact that additional regulatory changes may have on our business in the future. These actions or similar actions 
may result in policies and regulations in response that could adversely affect our business operations in China or may otherwise 
limit our ability to offer our products and services in China and other parts of the world.
In China, we have seen increasing competition in the robotic-assisted surgical system industry from domestic companies as 
well as a broader central government focus on systematic governance. For example, in July 2023, the Chinese government 
launched a campaign targeting the healthcare sector. This campaign has resulted in heightened scrutiny by medical institutions 
with respect to initiating tenders, with some tenders being canceled or delayed without a timeline. The extent and impact of this 
campaign on our business remains uncertain. In 2024, the effects of this campaign, combined with the competitive dynamics in 
China, contributed to fewer systems being placed in China than we anticipated. Currently, the extent and impact of this 
campaign and the competitive dynamics in China on our business remains uncertain.
In Israel, we have certain research and development operations primarily related to digital products. Depending on the 
length and extent of conflicts in the Middle East, including Israel and Iran, there may be adverse impacts to certain research and 
development timelines.
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In the UK, following a national referendum and enactment of legislation by the government, the UK formally withdrew 
from the EU and ratified a trade and cooperation agreement governing its relationship with the EU. The EU–UK Trade and 
Cooperation Agreement (the “TCA”) was applied provisionally as of January 1, 2021, and entered into force on May 1, 2021. 
The TCA does not specifically refer to medical devices. However, as a result of Brexit, the EU Medical Devices Regulation will 
not be implemented in the UK, and previous legislation that sought to mirror the EU Medical Devices Regulation in the UK law 
has been revoked. The regulatory regime for medical devices in Great Britain continues to be based on the requirements derived 
from previous EU legislation, and the UK may choose to retain regulatory flexibility or align with the EU Medical Devices 
Regulation going forward. On January 9, 2024, the MHRA published a roadmap setting out its plans and timelines towards the 
reform of the regulatory framework for medical devices in the UK. Regulations implementing core elements of the new 
framework are intended to be in place by 2025.
Pending such reform of the UK regulatory framework, the Government has confirmed that general medical devices 
compliant with the EU Medical Devices Directive with a valid declaration and CE marking can be placed on the Great Britain 
market up until the sooner of expiry of certificate or June 30, 2028. Medical devices, including custom-made devices, compliant 
with the EU Medical Devices Regulation can be placed on the Great Britain market up until June 30, 2030. The rules for 
placing medical devices on the market in Northern Ireland, which is part of the UK, differ from those in Great Britain (England, 
Scotland and Wales) and continue to be based on EU law. The TCA does provide for cooperation and exchange of information 
in the area of product safety and compliance, including market surveillance, enforcement activities and measures, 
standardization-related activities, exchanges of officials, and coordinated product recalls (or other similar actions). For medical 
devices that are locally manufactured but use components from other countries, the “rules of origin” criteria will need to be 
reviewed. Depending on which countries products will ultimately be sold in, manufacturers may start seeking alternative 
sources for components if this would allow them to benefit from no tariffs. The rules for placing medical devices on the 
Northern Ireland market will differ from those in Great Britain. These developments, or the perception that any related 
developments could occur, have had and may continue to have a material adverse effect on global economic conditions and 
financial markets, and our business would likely be impacted and the demand for our products could be depressed.
The U.S. federal government has made changes to the U.S. trade policy, including entering into a successor to the North 
American Free Trade Agreement (“NAFTA”), known as the United States-Mexico-Canada Agreement (“USMCA”), effective 
as of July 1, 2020. In addition, the U.S. federal government has implemented tariffs on certain foreign goods and may 
implement additional tariffs on foreign goods. For example, on January 20, 2025, the U.S. presidential administration re-
confirmed its intention to impose a 25% tariff on imports from Mexico and Canada into the United States as early as February 
1, 2025. As we currently manufacture a significant majority of our instruments and accessories in Mexicali, Mexico, a 25% 
tariff on all imports from Mexico would increase the costs of our products manufactured in Mexico and adversely impact our 
gross profit. Such tariffs and, if enacted, any further legislation or actions taken by the U.S. federal government that restrict 
trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, 
Asia, and other countries, could adversely impact our ability to sell products and services in our OUS markets. Tariffs could 
increase the cost of our products and the components and raw materials that go into making them. These increased costs could 
adversely impact the gross margin that we earn on our products, which could make our products less competitive and reduce 
consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our products and 
services. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, 
the timing of implementation, and the amount, scope, and nature of the tariffs.
In certain markets, our OUS sales are denominated in U.S. dollars. As a result, an increase in the value of the U.S. dollar 
relative to foreign currencies could make our products less competitive and/or less affordable in those OUS markets.
If we are unable to meet and manage these risks noted above, our OUS operations may not be successful, which would 
limit the growth of our business and could have a material adverse effect on our business, financial condition, or result of 
operations.
WE ARE SUBJECT TO LITIGATION, INVESTIGATIONS, AND OTHER LEGAL PROCEEDINGS RELATING TO 
OUR PRODUCTS, CUSTOMERS, COMPETITORS, AND GOVERNMENT REGULATORS THAT COULD 
MATERIALLY 
ADVERSELY 
AFFECT 
OUR 
FINANCIAL 
CONDITION, 
DIVERT 
MANAGEMENT’S 
ATTENTION, AND HARM OUR BUSINESS.
We are, and may become, subject to various legal proceedings and claims that arise in or outside the ordinary course of 
business. Certain current lawsuits and pending proceedings to which we are party, including purported class actions, product 
liability litigation, and patent litigation, are described in Note 8 to the Consolidated Financial Statements included in Part II, 
Item 8.
In particular, our business exposes us to significant risks of patent claims, product liability claims, and competition claims 
(including antitrust claims), many of which are common in the medical device industry. For example, product liability claims 
have been brought against us by, or on behalf of, individuals alleging that they have sustained personal injuries and/or death as 
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a result of purported product defects, the alleged failure to warn, and/or the alleged inadequate training by us of physicians 
regarding the use of the da Vinci surgical systems. The individuals who have brought the product liability claims seek recovery 
for their alleged personal injuries and, in many cases, punitive damages. Product liability claims have resulted in negative 
publicity regarding our Company, and ongoing or future product liability or negligence claims or product recalls could also 
harm our reputation. Refer to our risk factor titled “Negative publicity, whether accurate or inaccurate, concerning our products 
or our company could reduce market acceptance of our products and could result in decreased product demand and reduced 
revenues” for additional risks related to the potential effects of negative publicity on our business. Also, antitrust claims have 
been brought against us by third parties looking to compete in the instruments or servicing space and by certain customers.
The outcome of these product liability claims and other legal proceedings cannot be predicted with certainty. We purchase 
and maintain business insurance for certain liabilities and self-insure our product liability claims through a fronting policy. We 
cannot determine whether our existing business insurance program would be sufficient to cover the costs or potential losses 
related to our lawsuits and legal proceedings or otherwise be excluded under the terms of any insurance policy. Additionally, 
regardless of merit, litigation may be time-consuming and disruptive to our operations and cause significant legal costs 
(including settlements, judgments, legal fees, and other related defense costs) and diversion of management attention. We could 
also be subject to governmental investigations in connection with some of these claims. If we do not prevail in these legal 
proceedings, we may be faced with significant monetary damages or injunctive relief against us that could have a material 
adverse effect on our business, financial condition, or results of operations.
WE OFFER USAGE-BASED ARRANGEMENTS, INCLUDING ALTERNATIVE CAPITAL ACQUISITION 
APPROACHES; AS A RESULT, WE ARE EXPOSED TO AN INCREASED RISK OF LOSSES OF REVENUE AND 
INCREASED CREDIT RISK, WHICH COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL 
CONDITION, OR RESULTS OF OPERATIONS.
We are increasingly offering usage-based arrangements as part of our business model. As a result, we are exposed to an 
increased risk of losses of revenue in any period where the usage decreases. Moreover, our pricing is generally set based on the 
expected usage of the technology. Therefore, if utilization of our technology falls short of the anticipated levels, we may not be 
able to recover the costs associated with the technology, which could adversely affect our business, financial condition, or 
results of operations.
We believe customer financing through leasing is an important consideration for some of our customers and have 
experienced an increase in demand for customer financing. Lease financing arrangements have the effect of reducing cash flows 
at lease commencement and, instead, spread them over the life of the lease term, which increases the time taken to recover our 
product costs and can impact our liquidity. We may experience losses from a customer’s failure to make payments according to 
the contractual lease terms. Our exposure to the credit risks relating to our lease financing arrangements may increase if our 
customers are adversely affected by changes in healthcare laws, coverage, and reimbursement, economic pressures or 
uncertainty, or other customer-specific factors. Although we have programs in place that are designed to monitor and mitigate 
the associated risks, there can be no assurance that such programs will be effective in reducing credit risks relating to these 
lease financing arrangements. If the level of credit losses we experience in the future exceeds our expectations, such losses 
could have a material adverse effect on our financial condition or results of operations.
We also lease our systems to certain qualified customers where the lease payments are based on their usage of the systems. 
If customers do not perform a sufficient number of procedures on our systems leased under usage-based arrangements, it could 
impact our profitability on those arrangements and our overall results of operations. Moreover, the usage of those systems and 
related billings could vary from quarter to quarter, which could result in higher variability in our revenue under those 
arrangements, including a significant reduction in revenue if the usage ends, fluctuations in our gross profit margins if 
utilization is different than our expectations, and unpredictable cash flows. Moreover, there is risk in forecasting future 
utilization of a system and, therefore, we may not set our usage-based rates high enough to maintain our gross profit margins. 
Additionally, certain of our leasing arrangements allow customers to cancel, return, or upgrade the systems leased prior to the 
end of the lease term without incurring a financial penalty, which could have a material adverse effect on our business, financial 
condition, or results of operations. If systems that are not fully depreciated are returned, we could also incur additional losses, 
as we may not be able to recover the remaining value of those returned assets, thereby negatively impacting our financial 
results.
While leases, including usage-based arrangements, enable our customers to upgrade and get access to new technologies 
faster, it may also enable competitors to more easily induce customers to switch to such competitors’ systems. Furthermore, 
depending on the timing and terms of the upgrade transaction, the amount of revenue generated on the initial and upgraded 
lease arrangements may not, in the aggregate, generate the same amount of revenue that a traditional sale and trade-in 
transaction would.
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OUR RELIANCE ON SOLE- AND SINGLE-SOURCED SUPPLIERS AND ABILITY TO PURCHASE AT 
ACCEPTABLE PRICES A SUFFICIENT SUPPLY OF MATERIALS COULD HARM OUR ABILITY TO MEET 
PRODUCT DEMAND IN A TIMELY MANNER OR WITHIN BUDGET.
Some of the components necessary for the assembly of our products are currently provided to us by sole-sourced suppliers 
or single-sourced suppliers. We generally purchase components through purchase orders rather than long-term supply 
agreements and generally do not maintain large volumes of components within our inventory. While alternative suppliers exist 
and could be identified for single-sourced components, the disruption or termination of the supply of components, or 
inflationary pressure in our supply chain, could cause a significant increase in the costs of these components, which could affect 
our operating results. Certain of our sole-sourced suppliers or single-sourced suppliers could be adversely affected by the 
macroeconomic conditions, such as liquidity concerns in the broader financial services industry, that could result in delayed 
access or loss of access to their uninsured deposits or loss of their ability to draw on existing credit facilities involving a 
troubled or failed financial institution. A disruption or termination in the supply of components could also result in our inability 
to meet demand for our products, which could harm our ability to generate revenues, lead to customer dissatisfaction, and 
damage our reputation and our brand. Furthermore, if we are required to change the manufacturer of a key component of our 
products, we may be required to verify that the new manufacturer maintains facilities and procedures that comply with quality 
standards and with all applicable regulations and guidelines. The time and processes associated with the verification of a new 
manufacturer could delay our ability to manufacture our products on schedule or within budget, which may have a material 
adverse impact on our business, financial condition, or results of operations.
In addition, our ability to meet customers’ demands depends, in part, on our ability to timely obtain an adequate delivery of 
quality materials, parts, and components from our suppliers. An information technology systems interruption, including 
cyberattacks, could adversely affect the ordering, distribution, and manufacturing processes of our suppliers. Current supply 
chain constraints include difficulties in obtaining a sufficient supply of engineered raw materials and certain subcontract 
suppliers being operationally challenged to meet our production requirements. Additionally, prices of materials for some 
components remain elevated from historical levels due to strong market demand or supply chain cost inflation. If such supply 
chain constraints and price increases in important supply-chain materials continue, we could also fail to meet product demand, 
which would adversely impact our business, financial condition, or results of operations.
NEW PRODUCT DEVELOPMENTS AND INTRODUCTIONS MAY ADVERSELY AFFECT OUR BUSINESS, 
FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
We develop and introduce new products with enhanced features and extended capabilities from time to time. We may 
introduce new products that target different markets than what our existing products target. The success of new product 
introductions depends on a number of factors including, but not limited to, timely and successful research and development, 
regulatory clearances, approvals, or certifications, establishment or maintenance of intellectual property rights, pricing, 
competition, market and consumer acceptance, effective forecasting and management of product demand, inventory levels, 
management of manufacturing costs and capacity, management of supply costs, including mitigation of unforeseen supply 
chain disruptions for materials and components, and the risk that new products may have quality or other defects in the early 
stages of introduction.
We invest substantially in various research and development projects to expand our product offerings. Our research and 
development efforts are critical to our future success, and such research and development projects may not be successful. We 
may be unable to successfully develop and market new products, and the products we invest in and develop may not be well-
received by customers or meet our expectations. Our research and development investments may not contribute to our future 
operating results for several years or ultimately generate significant operating income, and such future contributions may not 
meet our expectations or even cover the costs of such investments. In addition, the introduction or announcement of new 
products or product enhancements may shorten the life cycle of our existing products or reduce the demand for our current 
products, thereby offsetting any benefits of successful product introductions and potentially leading to challenges in managing 
our inventory of existing products.
Our products are subject to various regulatory processes, and we must obtain and maintain regulatory approvals and 
certifications in order to sell our new products. If a potential purchaser believes that we plan to introduce a new product in the 
near future or is located in a country where a new product that we have introduced has not yet received regulatory clearance or 
certification, planned purchases may be deferred or delayed. In the past, we have experienced a slowdown in the demand for 
existing products in advance of new product introductions, and we may experience a slowdown in such demand in the future as 
well. It is also possible that a new product introduction could cause downward pressure on the prices of our existing products or 
require us to change how we sell our products, either of which could have material adverse effects on our revenues.
If we fail to effectively develop new products and manage new product introductions in the future, our business, financial 
condition, or results of operations could be adversely impacted.
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WE MAY ENCOUNTER MANUFACTURING PROBLEMS OR DELAYS THAT COULD RESULT IN LOST 
REVENUE.
Manufacturing our products is a complex process. We (or our critical suppliers) may encounter difficulties in scaling up or 
maintaining production of our products, including:
•
problems involving production yields;
•
quality control and assurance;
•
component supply shortages;
•
import or export restrictions on components, materials, or technology;
•
shortages of qualified personnel; and
•
compliance with state, federal, and foreign regulations.
If demand for our products exceeds our manufacturing capacity, we could develop a substantial backlog of customer 
orders. If we are unable to develop or maintain larger-scale manufacturing capabilities or build new manufacturing capabilities 
or facilities on schedule or within budget, our ability to generate revenue and maintain gross profit margins as expected will be 
limited and our reputation in the marketplace could be damaged, all of which may have a material adverse impact on our 
business, financial condition, or results of operations.
In addition, as we build new facilities for manufacturing capacity, the development of these facilities is subject to risks 
relating to our ability to complete our projects on schedule or within budget. Refer to our risk factor titled “We are subject to 
risks associated with real estate construction and development” for additional risks related to building our new manufacturing 
facilities.
Also, after new manufacturing facilities are completed, we may encounter difficulties transferring our production lines 
from our existing facilities to the new facilities, which require qualification, validation, and regulatory approval and is subject to 
all of the risks highlighted above. Moreover, certain new manufacturing facilities are in foreign countries and in locations where 
we have not previously had manufacturing sites, both of which could increase the risks related to transferring our production 
lines. The facility transfers may require an increase in safety stock inventory to support the production line transfers, create a 
substantial backlog of customer orders, or increase costs while the production lines mature, all of which may have a material 
adverse impact on our business, financial condition, or results of operations.
WE EXPECT GROSS PROFIT MARGINS TO VARY OVER TIME, AND CHANGES IN OUR GROSS PROFIT 
MARGINS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF 
OPERATIONS.
Our gross profit margins have fluctuated from period to period, and we expect that they will continue to fluctuate in the 
future. Our gross profit margins may be adversely affected by numerous factors, including:
•
changes in customer, geographic, or product mix, including the mix of systems sold or leased;
•
changes in the mix of fixed payment or usage-based operating lease arrangements;
•
changes in the portion of sales involving a trade-in of another system and the amount of trade-in credits given;
•
our introduction of new products, which may have lower margins than our existing products;
•
our inability to maintain or reduce production costs;
•
changes in our pricing strategy;
•
fluctuations in foreign currency exchange rates;
•
competition;
•
changes in production volume driven by demand for our products;
•
changes in material, labor, or other manufacturing-related costs, including the impact of foreign exchange rate 
fluctuations for foreign currency-denominated costs;
•
changes to U.S. and foreign trade policies, such as the enactment of tariffs on goods imported into the U.S. 
including, but not limited to, the proposed tariff on goods imported from Mexico where we manufacture a 
significant majority of our instruments and accessories that we sell;
•
inventory obsolescence, which may result from maintaining significant inventories of raw materials, components, 
and finished goods;
•
product recall charges; and
•
market conditions.
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If we are unable to offset the unfavorable impact of the factors noted above by increasing the volume of products shipped, 
reducing product manufacturing costs, or otherwise, our business, financial condition, or results of operations may be adversely 
affected.
MACROECONOMIC CONDITIONS COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, 
FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
Macroeconomic conditions, such as inflationary pressure, changes to monetary policy, elevated interest rates, volatile 
currency exchange rates, credit and sovereign debt concerns, concerns about slowed growth in China and other OUS markets, 
decreasing consumer confidence and spending, including capital spending, the introduction of or changes in tariffs or trade 
barriers, and global or local recessions can adversely impact demand for our products, which could negatively impact our 
business, financial condition, or results of operations. Recent macroeconomic conditions have been adversely impacted by 
geopolitical instability and military hostilities in multiple geographies (including the conflict between Russia and Ukraine and 
conflicts in the Middle East, including Israel and Iran), monetary and financial uncertainties, and the COVID-19 pandemic.
The results of these macroeconomic conditions, and the actions taken by governments, central banks, companies, and 
consumers in response, have previously resulted in, and may again in the future result in, higher inflation in the U.S. and 
globally, which could, in turn, lead to an increase in costs and may cause changes in fiscal and monetary policy, including 
additional increases in interest rates. Other adverse impacts of recent macroeconomic conditions have been, and may continue 
to be, supply chain constraints, logistics challenges, liquidity concerns in the broader financial services industry, and 
fluctuations in labor availability.
We have experienced, and may continue to experience, supply chain constraints due to the current supply chain 
environment, including difficulties obtaining a sufficient supply of component materials used in our products. If interest rates 
remain elevated, access to credit may become more difficult, which may result in the insolvency of key suppliers, including 
single-source suppliers, which would exacerbate supply chain challenges. Cybersecurity breaches also remain a threat to our 
sustained supply continuity. Such supply chain constraints could cause us to fail to meet product demand, which could result in 
deferred or canceled procedures.
Adverse developments that affect financial institutions, transactional counterparties, or other third parties, or concerns or 
rumors about these events, have in the past led to, and may in the future lead to, market-wide liquidity problems. For example, 
in 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which 
appointed the U.S. Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, other institutions have been, and 
may continue to be, swept into receivership. Uncertainty may remain over liquidity concerns in the broader financial services 
industry, and there may be unpredictable impacts to our business and our industry.
In a higher inflationary environment, we may be unable to raise the prices of our products and services sufficiently to keep 
up with the rate of inflation. Impacts from inflationary pressures could be more pronounced and materially adversely impact 
aspects of our business where revenue streams and cost commitments are linked to contractual agreements that extend further 
into the future, as we may not be able to quickly or easily adjust pricing, reduce costs, or implement countermeasures. A higher 
inflationary environment can also negatively impact raw material, component, and logistics costs that, in turn, may increase the 
costs of producing and distributing our products.
Furthermore, hospitals and distributors may choose to postpone or reduce spending due to financial difficulties or 
difficulties in obtaining credit to finance purchases of our products due to elevated interest rates and restraints on credit. 
Hospitals and distributors may also be adversely affected by liquidity concerns in the broader financial services industry, as 
described above, that could result in delayed access or loss of access to uninsured deposits or loss of their ability to draw on 
existing credit facilities involving a troubled or failed financial institution. Certain hospitals are experiencing, and may continue 
to experience, financial and operational pressures as a result of staffing shortages, the supply chain environment, a decrease in 
government funding in healthcare, and elevated inflation, which could impact their ability to access capital markets and other 
funding sources, increase the cost of funding, or impede their ability to comply with debt covenants, all of which could impede 
their ability to provide patient care, defer elective surgeries, and impact their profitability. To the extent that hospitals face 
financial pressures, delayed access or loss of access to uninsured deposits, delayed access or loss of ability to draw on existing 
credit facilities, reductions in government spending, or higher interest rates, hospitals’ ability or willingness to spend on capital 
equipment may be adversely impacted, all of which could have a material adverse effect on our business, financial condition, or 
results of operations. Additionally, with economic uncertainty, an increase in unemployment rates, and increasing health 
insurance premiums, co-payments and deductibles may result in cost-conscious consumers pursuing fewer elective surgical 
procedures, which, in turn, could adversely affect procedure volumes and system demand.
We are unable to predict the impact of efforts by central banks and federal, state, and local governments to combat elevated 
levels of inflation. If their efforts to create downward pressure on inflation are too aggressive, they may lead to a recession. 
Alternatively, if they are insufficient or are not sustained long enough to bring inflation to lower, more acceptable levels, 
hospitals’ ability or willingness to spend on capital equipment may be impacted for a prolonged period of time. If a recession 
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occurs, economies weaken, or inflationary trends continue, our business and results of operations could be materially adversely 
affected.
INFORMATION TECHNOLOGY SYSTEM FAILURES, CYBERATTACKS, OR DEFICIENCIES IN OUR 
CYBERSECURITY COULD HARM OUR BUSINESS, CUSTOMER RELATIONS, FINANCIAL CONDITION, OR 
RESULTS OF OPERATIONS.
Our information technology systems are critical to the success of our products, help us operate effectively and efficiently, 
interface with customers, maintain our supply chain and manufacturing operations, maintain financial accuracy and efficiency, 
and help us produce our Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission. If 
we do not allocate and effectively manage the resources necessary to build and sustain the proper information technology 
infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of existing customers, difficulty 
attracting new customers, business operation disruptions, diversion of the attention of management and key information 
technology resources, security breaches, or the unauthorized access to, loss of, or damage to intellectual property, confidential 
information, or personal information. Our information technology systems, and those of our third-party service providers, 
strategic partners, and other contractors or consultants, are vulnerable to attack, damage, or interruption from a variety of 
sources. These sources include computer viruses and malware (e.g., ransomware), malicious code, hacking, cyberattacks, 
phishing attacks and other social engineering schemes, employee theft or misuse, human error, fraud, natural disasters, 
terrorism, war, telecommunication and electrical failures, denial or degradation of service attacks, sophisticated nation-state and 
nation-state-supported actors, or unauthorized access or use by persons inside our organization, or persons with access to 
systems inside our organization. Cyberattacks and other security breaches or disruptions continue to increase in frequency, 
sophistication, and intensity and are becoming increasingly difficult to detect for periods of time, especially as they relate to 
attacks on third-party providers or their vendors. Such attacks are often carried out by motivated and highly skilled actors, who 
are increasingly well-resourced. Techniques used to compromise or sabotage systems, including the use of advanced 
technologies, such as machine learning or generative artificial intelligence (“AI”), change frequently, may originate from less 
regulated and remote areas of the world, may be difficult to detect, and generally are not recognized until after they are 
launched against a target. As a result, we may be unable to anticipate these techniques or implement adequate preventative 
measures. If our information technology systems, or those of our critical third-party vendors, do not effectively and securely 
collect, store, process, and report relevant data for the operation of our business, our ability to effectively plan, forecast, and 
execute our business plan and comply with applicable laws and regulations could be impaired. Any such impairment could 
materially and adversely affect our financial condition, results of operations, and the timeliness with which we report our 
internal and external operating results.
Our business requires us to use and store customer, employee, and business partner personal information. This may include 
names, addresses, phone numbers, email addresses, contact preferences, tax identification numbers, and payment account 
information. We have implemented, and our critical third-party vendors may implement, various controls, systems, and 
processes intended to secure our information technology systems and the information on it. For example, we require usernames 
and passwords in order to access our information technology systems and use encryption and authentication technologies to 
secure the transmission and storage of data. We also have programs in place to detect, contain, and respond to data security 
incidents, and we make ongoing improvements to our information-sharing products in order to minimize vulnerabilities, in 
accordance with industry and regulatory standards. However, we cannot guarantee that these measures will be effective or that 
attempted security breaches or disruptions would not be successful or damaging. These security measures may be compromised 
as a result of security breaches by unauthorized persons, employee error, malfeasance, faulty password management, or other 
irregularity and result in persons obtaining unauthorized access to our data or accounts. Third parties may attempt to 
fraudulently induce employees or customers into disclosing usernames, passwords, or other sensitive information or otherwise 
attempt to hack into our information technology systems to obtain personal data relating to patients or employees, our 
confidential or proprietary information, or confidential information we hold on behalf of third parties. In addition, with the 
prolific use of AI technologies, there is an increased risk of unauthorized or accidental disclosure. For example, our employees, 
third-party service providers, strategic partners, or other contractors or consultants may input inappropriate or confidential 
information into an AI system (in particular, a system that is managed, owned, or controlled by a third party), thereby 
compromising our business operations. Even if the vulnerabilities that may lead to the foregoing are identified, we may be 
unable to adequately investigate or remediate due to attackers increasingly using tools and techniques that are designed to 
circumvent controls, avoid detection, and remove or obfuscate forensic evidence. The occurrence of any of these events may 
cause business operation disruptions, diversion of the attention of management and key information technology resources, and 
possibly lead to security breaches of, or the unauthorized access to, our confidential information or other business data. If the 
unauthorized persons successfully hack into or interfere with our connected products or services, they may create issues with 
product functionality that could pose a risk of the loss of data, a risk to patient safety, and a risk of product recall or field action, 
which could adversely impact our business and reputation. We may also face increased cybersecurity risks due to our reliance 
on internet technology and the number of our employees who are working remotely, which may create additional opportunities 
for cybercriminals to exploit vulnerabilities.
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As described above, we also rely on external vendors to supply and/or support certain aspects of our information 
technology systems. The systems of these external vendors may contain defects in design or manufacture or other problems that 
could unexpectedly compromise the security of our own information technology systems, and we are dependent on these third 
parties to deploy appropriate security programs to protect their systems. In addition to potential exposure to data breaches, 
security and cybersecurity incidents, or other actions that may compromise the security of or interfere with the function of our 
systems, defects or vulnerabilities in the software or systems of our external vendors may expose failures in our internal 
controls and risk management processes, which may adversely impact our business, financial condition, or results of operations 
and may also harm our reputation, brand, and customer relationships.
While we devote significant resources to network security, data encryption, and other security measures to protect our 
systems and data, these security measures cannot provide absolute security. We and certain of our service providers are, from 
time to time, subject to cyberattacks and security breaches and incidents. We consider such cyberattacks or security breaches 
and incidents to be in the ordinary course of business for a company of our size in our industry. While we do not believe that we 
have experienced any significant system failure, accident, or security breach to date, if such an event were to occur, it could 
impair our ability to attract and retain customers for our products, impact the price of our stock, materially damage commercial 
relationships, and expose us to litigation or government investigations, which could result in penalties, fines, or judgments 
against us. The costs to us to eliminate or alleviate network security problems, bugs, viruses, worms, ransomware and other 
malicious software programs, and security vulnerabilities could be significant. Our efforts to address these problems may not be 
successful and could result in unexpected interruptions, delays, cessation of service, and harm to our business operations. 
Moreover, if a security breach affects our systems or results in the unauthorized release of personal information, our reputation 
and brand could be materially damaged, and use of our products and services could decrease. We would also be exposed to a 
risk of loss, litigation and potential liability, and regulatory scrutiny, which could have a material adverse impact on our 
business, financial condition, or results of operations.
Furthermore, we may implement changes to information technology systems that could have significant impacts on our 
manufacturing, sales, and finance functions, among other teams. These impacts may include, but are not limited to, (i) 
operational disruptions resulting from the slow adaptation of the new information technology systems by employees, whether 
due to inadequate training or resistance to change, or data loss during the transition to the updated information technology 
system, including critical customer data, or improper planning leading to the loss of essential software features needed for 
specific business requirements; (ii) inaccurate financial reporting due to inaccurate data transfer or technical issues; (iii) 
financial losses due to system failures or cost overruns; (iv) security risks involving potential data breaches, unauthorized 
access, or loss of sensitive information; (v) compliance risks arising should the updated technology fail to meet regulatory 
requirements or industry standards; and (vi) strategic risks if the technology implementation fails to deliver the expected 
benefits.
While we maintain cyber insurance coverage that is intended to address data security risks, such insurance coverage may 
be insufficient to cover all losses or claims that may arise.
IF OUR PRODUCTS DO NOT ACHIEVE AND MAINTAIN MARKET ACCEPTANCE, WE WILL NOT BE ABLE 
TO GENERATE THE REVENUE NECESSARY TO SUPPORT OUR BUSINESS.
The da Vinci surgical systems, Ion endoluminal system, and our other products represent a novel and advanced approach to 
performing medical procedures. Achieving and maintaining physician, patient, and third-party payor acceptance of robotic-
assisted medical procedures as a preferred method of performing these procedures is crucial to our success. If our products fail 
to achieve or maintain market acceptance, customers will not purchase our products, and we will not be able to generate the 
revenue necessary to support our business. We believe that physicians’ and third-party payors’ acceptance of the benefits of 
procedures performed using our products will be essential for acceptance of our products by patients. Physicians will not 
recommend the use of our products unless we can demonstrate that they produce results comparable or superior to existing 
techniques. Even if we can prove the effectiveness of our products through clinical studies, physicians may elect not to use our 
products for any number of other reasons. For example, cardiologists may continue to recommend conventional heart surgery 
simply because such surgery is already widely accepted. In addition, physicians may be slow to adopt our products because of 
the perceived liability risks arising from the use of new products and the uncertainty of reimbursement from third-party payors, 
particularly in light of ongoing healthcare reform initiatives and the evolving U.S. healthcare environment.
Broad use of our products requires thorough training of patient care teams on their safe and effective use. We expect that 
there will continue to be a learning process involved for such care teams to become proficient in the use of our products. Market 
acceptance could be delayed by the time required to complete this training. We may not be able to rapidly train patient care 
teams in numbers sufficient to generate adequate demand for our products.
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IF HOSPITALS ARE UNABLE TO OBTAIN COVERAGE AND REIMBURSEMENT FOR PROCEDURES USING 
OUR PRODUCTS, IF REIMBURSEMENT IS INSUFFICIENT TO COVER THE COSTS OF PURCHASING OUR 
PRODUCTS, OR IF LIMITATIONS ARE IMPOSED BY GOVERNMENTS ON THE AMOUNT HOSPITALS CAN 
CHARGE FOR CERTAIN PROCEDURES, WE MAY BE UNABLE TO GENERATE SUFFICIENT SALES TO 
SUPPORT OUR BUSINESS.
In the U.S., hospitals generally bill for the services performed with our products to various third-party payors, such as 
Medicare, Medicaid, other government programs, and private insurance plans. If hospitals do not obtain sufficient 
reimbursement from third-party payors for procedures performed with our products, or if government and private payors’ 
policies do not cover surgical procedures performed using our products, we may not be able to generate the revenues necessary 
to support our business. In addition, to the extent that there is a shift from an inpatient setting to outpatient settings, we may 
experience pricing pressure and a reduction in the number of procedures performed. Our success in OUS markets also depends 
on the eligibility of our products for coverage and reimbursement through government-sponsored healthcare payment systems 
and third-party payors. Reimbursement practices vary significantly by country. Many OUS markets have government-managed 
healthcare systems that control reimbursement for new products and procedures. Other foreign markets have both private 
insurance systems and government-managed systems that control reimbursement for new products and procedures. Market 
acceptance of our products may depend on the availability and level of coverage and reimbursement in a country within a 
particular time. In addition, healthcare cost containment efforts similar to those in the U.S. are prevalent in many of the other 
countries in which we sell, and intend to sell, our products, and these efforts are expected to continue. Refer to our risk factor 
titled “Changes in healthcare legislation and policy may have an adverse effect on our business, financial condition, or results of 
operations” for additional risks related to the ability of hospitals to obtain reimbursements.
In China, since 2022, several provinces have implemented significant limits on what hospitals can charge patients for 
surgeries using robotic surgical technology, including soft tissue surgery. To date, these limits have impacted the number of 
procedures performed in those provinces, which has impacted our instruments and accessories revenue. Companies providing 
robotic surgical technology, including our joint venture in China, have been meeting with Chinese government healthcare 
agencies to discuss these developments and to provide feedback. We cannot assure you that additional provincial or national 
healthcare agencies and administrations will not impose similar limits, and we expect to continue to face increased pricing 
pressure, both of which could further impact the number of procedures performed and our instruments and accessories revenue 
in China.
IF OUR PRODUCTS CONTAIN DEFECTS OR ENCOUNTER PERFORMANCE PROBLEMS, WE MAY HAVE TO 
RECALL OUR PRODUCTS AND OUR REPUTATION MAY SUFFER.
Our success depends on the quality and reliability of our products. While we subject components sourced and products 
manufactured to stringent quality specifications and processes, our products incorporate mechanical parts, electrical 
components, optical components, and computer software, any of which may contain errors or exhibit failures, especially when 
products are first introduced. Component failures, manufacturing flaws, design defects, or inadequate disclosure of product-
related risks with respect to our products could result in an unsafe condition for, injury to, or death of a patient. In addition, new 
products or enhancements may contain undetected errors or performance problems that, despite testing, are discovered only 
after commercial shipment. Because our products are designed to be used to perform complex surgical procedures, due to the 
serious and costly consequences of product failure, we and our customers have an increased sensitivity to such defects. In the 
past, we have voluntarily recalled certain products. Although our products are subject to stringent quality processes and 
controls, we cannot provide assurance that our products will not experience component aging, errors, or performance problems. 
If we experience product flaws or performance problems, any or all of the following could occur:
•
delays in product shipments;
•
loss of revenue;
•
delay in market acceptance;
•
diversion of our resources;
•
damage to our reputation;
•
product recalls, including, but not be limited to, product withdrawals from the market, labeling changes, design 
changes, customer notifications, and notifications to global regulatory bodies;
•
regulatory actions;
•
increased service or warranty costs; or
•
product liability claims.
Costs associated with defects or performance problems of our products could have a material adverse effect on our 
business, financial condition, or results of operations.
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WE UTILIZE DISTRIBUTORS FOR A PORTION OF OUR SALES AND SERVICE OF OUR PRODUCTS IN 
CERTAIN COUNTRIES, WHICH SUBJECTS US TO A NUMBER OF RISKS THAT COULD HARM OUR 
BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
We have strategic relationships with several key distributors for the sale and service of our products in certain countries. If 
these strategic relationships are terminated and not replaced, our revenues and/or ability to sell or service our products in the 
markets serviced by these distributors could be adversely affected. In addition, we may be named as a defendant in lawsuits 
against our distributors related to sales or service of our products performed by them. Refer to our risk factor titled “We are 
subject to litigation, investigations, and other legal proceedings relating to our products, customers, competitors, and 
government regulators that could materially adversely affect our financial condition, divert management’s attention, and harm 
our business.” Our distributors may affect our ability to effectively market our products in certain countries or regulatory 
jurisdictions if a distributor holds the regulatory authorization or certification in such countries or within such regions and 
causes, by action or inaction, the suspension of such marketing authorization or certification or sanctions for non-compliance. It 
may be difficult, expensive, and time-consuming for us to re-establish market access or regulatory compliance in such cases.
THE FAILURE TO ATTRACT AND RETAIN KEY PERSONNEL COULD HARM OUR ABILITY TO COMPETE, 
AND CHANGES IN OUR EXISTING LABOR RELATIONSHIPS COULD MATERIALLY ADVERSELY IMPACT 
OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
We are highly dependent on the principal members of our management and scientific staff. For example, our product 
development plans depend, in part, on our ability to attract and retain software, mechanical, electrical, manufacturing, and 
robotics engineers. Attracting and retaining qualified personnel is critical to our success, and competition for qualified 
personnel is intense. We may not be able to attract and retain personnel on acceptable terms given the constrained labor market 
and competition for such personnel. Furthermore, as market competition intensifies, there is an increased risk that our current or 
emerging competitors may attempt to hire our key personnel, which could be achieved through offers of substantial financial 
incentives or strategic opportunities, aiming to capitalize on their knowledge to accelerate their own product development 
initiatives. In addition, many of our tenured employees are retirement eligible and have significant historical knowledge or 
expertise that must be transferred to other employees. If we are unable to effectively safeguard our human capital or mitigate 
the risks associated with knowledge transfer, our business, financial condition, or results of operations could be adversely 
impacted, and there could be a detrimental effect on our competitive position.
Additionally, as a result of any volatility in our stock price, certain long-term incentive benefits, such as stock-based 
compensation, may be viewed as having less value and, accordingly, could lead to higher attrition. Moreover, we may also 
encounter higher costs of labor through recruiting expenses, wage rates, retention benefits, or the potential existence of different 
employee/employer relationships, such as work councils and/or labor unions.
Fluctuations in labor availability globally, including labor shortages and staff burnout and attrition, may also impact our 
ability to hire and retain personnel critical to our manufacturing, logistics, and commercial operations. The extent and duration 
of the impact of labor market challenges are subject to numerous factors, including the availability of qualified and highly 
skilled persons in the markets where we operate and unemployment levels within these markets, behavioral changes, such as 
fully engaging employees, including those working from home or in a hybrid fashion, prevailing wage rates, health and other 
insurance and benefit costs, inflation, adoption of new or revised employment and labor laws and regulations or government 
programs, safety levels of our operations, and our reputation within the labor market. The loss of any of our qualified personnel 
or our inability to attract and retain qualified personnel could harm our business and our ability to compete, and related 
expenses could adversely affect our business, financial condition, or results of operations.
Moreover, if we fail to attract, motivate, or retain personnel or if we relax our standards in order to meet the demands of 
our growth, our corporate culture, our ability to achieve our strategic objectives, and our compliance with obligations under our 
internal controls and other requirements may be harmed. We believe that a critical contributor to our success has been our 
corporate culture, which we believe fosters innovation, teamwork, and a focus on execution, as well as facilitates critical 
knowledge transfer and knowledge sharing. We could also be subject to union or council efforts to organize our employees. 
These organizational efforts, if successful, decrease operational flexibility and could adversely affect our operating efficiency. 
In addition, our response to any organizational efforts could be perceived negatively and harm our business and reputation.
PUBLIC HEALTH CRISES OR EPIDEMIC DISEASES, OR THE PERCEPTION OF THEIR EFFECTS, COULD 
MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF 
OPERATIONS.
Our global operations expose us to risks arising from public health crises and outbreaks of epidemic, pandemic, or 
contagious diseases, such as, historically, the COVID-19 pandemic, the Ebola virus, Middle East Respiratory Syndrome 
(MERS), Severe Acute Respiratory Syndrome (SARS), and the H1N1 virus. These public health crises can divert medical 
resources and priorities toward disease treatment and adversely affect global economies and financial markets, which can 
negatively impact the number of procedures performed and our customers’ capital expenditures. Furthermore, public health 
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crises can cause significant business disruptions, including temporary closures of our facilities and those of our suppliers, as 
well as reduced access to customers due to measures like travel restrictions. These impacts can have a material adverse effect on 
our business, financial condition, or results of operations.
For example, the COVID-19 pandemic, which first emerged in late 2019, adversely impacted our operations, supply 
chains, and expenses. These impacts resulted from a number of impacts and measures, including, but not limited to, healthcare 
customers diverting resources and priorities towards disease treatment, hospital staffing shortages and supply chain disruptions 
that impaired their ability to provide patient care, and precautionary measures implemented by governments, businesses, and 
ourselves. Due to these factors, we experienced significant and unpredictable reductions in the demand for our products as 
customers delayed or cancelled planned procedures and capital expenditures. Furthermore, the COVID-19 pandemic also 
caused widespread business disruptions, including travel restrictions, reduced access to our customers, and temporary closures 
of our facilities and those of our suppliers. For instance, California, where many of our operations and manufacturing facilities 
are located, implemented risk-reduction orders that limited our employees’ ability to produce and move products through the 
supply chain. Such disruptions negatively impacted our business, financial condition, and results of operations. Similar effects 
may occur in the event of a resurgence of COVID-19 or the emergence of another public health crisis.
Also, any delays in elective surgeries caused by a public health crisis, outbreak of epidemic, pandemic, or contagious 
disease may create patient backlogs. The patients in such backlogs may or may not use our products when their surgeries are 
ultimately performed.
In addition, public health crises and outbreaks of epidemic, pandemic, or contagious diseases can negatively impact global 
economies and financial markets, leading to economic slowdowns or recessions. Such conditions may reduce hospital spending, 
delay product demand, and increase the risk of customer payment defaults or agreement terminations due to liquidity 
constraints or funding issues. These factors create material uncertainties and risks to our business, financial condition, and 
results of operations.
NEGATIVE PUBLICITY, WHETHER ACCURATE OR INACCURATE, CONCERNING OUR PRODUCTS OR 
OUR COMPANY COULD REDUCE MARKET ACCEPTANCE OF OUR PRODUCTS AND COULD RESULT IN 
DECREASED PRODUCT DEMAND AND REDUCED REVENUES.
There have been reports and articles published questioning patient safety and efficacy associated with robotic-assisted 
surgery with the da Vinci surgical systems, their cost relative to other disease management methods, and the adequacy of 
surgeon training. Negative publicity, including statements made by public officials, whether accurate or inaccurate, concerning 
our products or our Company could reduce market acceptance of our products and could result in decreased product demand 
and a decline in revenues. In addition, significant negative publicity could result in an increased number of product liability 
claims, regardless of whether these claims are meritorious. The number of claims could be further increased by plaintiffs’ law 
firms that use a wide variety of media to advertise their services and solicit clients for product liability cases against us.
WE COULD BE SUBJECT TO SIGNIFICANT, UNINSURED LOSSES, WHICH MAY HAVE A MATERIAL 
ADVERSE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
For certain risks, we do not maintain insurance coverage due to cost and/or availability. For example, we self-insure our 
product liability risks. We also indemnify our directors and officers for third-party claims but do not carry insurance beyond 
basic Side A liability coverage to cover that indemnity or the related underlying potential losses. Furthermore, we do not carry, 
among other types of coverage, earthquake insurance. In the future, we may not continue to maintain certain existing insurance 
coverage or adequate levels of coverage. Premiums for many types of insurance have increased significantly in recent years 
and, depending on market conditions and our circumstances, certain types of insurance, such as directors’ and officers’ 
insurance, may not be available in the future on acceptable terms or at all. Because we retain some portion of our insurable risks 
and, in some cases, we are entirely self-insured, unforeseen or catastrophic losses in excess of insurance coverage could require 
us to pay substantial amounts, which may have a material adverse impact on our business, financial condition, or results of 
operations.
WE EXPERIENCE LONG AND VARIABLE CONTRACTING CYCLES AND SEASONALITY IN OUR BUSINESS, 
WHICH MAY CAUSE FLUCTUATIONS IN OUR FINANCIAL RESULTS.
The contracting cycle of our systems is lengthy, because the systems are major capital items and their purchase generally 
requires the approval of senior management of hospitals, their parent organizations, purchasing groups, and/or government 
bodies. In addition, sales to some of our customers are subject to competitive bidding or public tender processes. These 
approval and bidding processes can be lengthy. As a result, hospitals may delay or accelerate system purchases in conjunction 
with the timing of their capital budget timelines. Further, IDN groups are creating larger networks of system users with 
increasing purchasing power and are increasingly evaluating their robotic-assisted programs to optimize the efficiency of 
surgeries and bronchoscopies using da Vinci surgical systems and the Ion endoluminal system, respectively. Further, the 
introduction of new products could adversely impact our contracting cycle as customers take additional time to assess the 
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benefits and costs of such products. As a result, it is difficult for us to predict the length of contracting cycles and, therefore, the 
exact timing of capital sales. Historically, placements of our da Vinci surgical systems have tended to be heavier in the fourth 
quarter and lighter in the first quarter, as hospital budgets are reset.
We have experienced higher procedure growth for a number of benign conditions, including cholecystectomies, hernia 
repairs, hysterectomies, and certain other surgeries. Many of these types of surgeries may be postponed in the short term by 
patients to avoid vacation periods and for other personal scheduling reasons. Patients may also accelerate procedures to take 
advantage of insurance funding cut-off dates. Historically, we have experienced lower procedure volume growth from the prior 
quarter in the first and third quarters of the year and higher procedure volume growth from the prior quarter in the second and 
fourth quarters of the year. The timing of procedures and changes in procedure growth directly affect the timing of instruments 
and accessories and capital purchases by customers.
The above factors may contribute to substantial fluctuations in our quarterly operating results. Because of these 
fluctuations, it is possible that, in future periods, our operating results will fall below the expectations of securities analysts or 
investors. If that happens, the market price of our stock would likely decrease. These fluctuations, among other factors, also 
mean that our operating results in any particular period may not be relied upon as an indication of future performance.
THIRD PARTIES MAY OFFER TO SELL REMANUFACTURED OR UNAUTHORIZED INSTRUMENTS AND 
ACCESSORIES TO OUR CUSTOMERS OR PROVIDE UNAUTHORIZED SERVICE ON OUR SYSTEMS, WHICH 
COULD ADVERSELY IMPACT SAFETY, OUR FINANCIAL RESULTS, AND OUR REPUTATION.
A significant portion of our revenue is generated through our sales of instruments and accessories. Third parties have 
offered, and may continue to offer, customers counterfeit instruments and accessories and/or instruments and accessories that 
have been remanufactured and/or are unauthorized, including instruments that have been remanufactured to support the use of 
some of our limited-use instruments beyond their labeled useful life. As of the filing date, we are unaware that the FDA or any 
other regulatory agency has granted 510(k) or equivalent market authorization for the remanufacturing of any instruments for 
use with a da Vinci 5, da Vinci X, or da Vinci Xi surgical system, but we understand that the FDA has granted 510(k) clearance 
to two different companies for one remanufactured EndoWrist instrument each used with our da Vinci Si surgical system. 
Additionally, third parties have provided, and may continue to provide, unauthorized service and maintenance on our da Vinci 
surgical systems and Ion endoluminal system. While we generally do not approve the use by our customers of unauthorized and 
unapproved instruments and accessories that lack FDA clearance or other applicable regulatory approval or certification with 
our systems or the unauthorized service or maintenance on our systems, such activities could potentially result in reduced 
revenue, increased patient safety risks, and negative publicity for us if these products cause injuries and/or do not function as 
intended when used, any of which could have a material adverse effect on our business, financial condition, or results of 
operations. In addition, we may be subject to laws that regulate or attempt to regulate the manner in which third-party 
instruments and accessories or third-party service providers interact with our systems, and such laws could also negatively 
impact our business, financial condition, or results of operations.
OUR BUSINESS IS SUBJECT TO COMPLEX AND EVOLVING LAWS AND REGULATIONS REGARDING DATA 
PRIVACY, DATA PROTECTION, ARTIFICIAL INTELLIGENCE, AND RESPONSIBLE USE OF DATA.
There are numerous laws and regulations that require Intuitive to protect the personal data it generates, collects, shares, and 
processes on behalf of itself and/or its customers. In addition to U.S. federal and state privacy laws, there are various 
comprehensive privacy laws across the globe that we are or may become subject to and that impact our business whether related 
to customers, employees, products, clinical trials, recruitment, or product research and development. We may be subject to 
significant consequences, including penalties, fines, restrictions on processing personal information, and/or reputational harm 
for a data breach or failure to comply with such legal requirements.
For example, in the EU, the GDPR requires controllers and processors of data relating to an identifiable living individual or 
“personal data” to adhere to certain key principles whenever accessing or processing personal data. The EU Data Protection 
Authorities have been active in their commitment to enforcing the GDPR. The European Data Protection Board, as well as 
individual member states, continues to refine requirements under the GDPR resulting in increased obligations to demonstrate 
compliance through policies, procedures, training, transfer impact assessments, privacy notices, and audits. Among other 
requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to 
provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer 
mechanisms between the EEA and the United States remains uncertain. The GDPR provides that EEA member states may, in 
some circumstances, make their own laws that are more restrictive or prescriptive than GDPR, such as has occurred in France 
and Germany. Failure to comply with the requirements of the GDPR and the applicable EEA member state laws may result in 
significant fines, regulatory investigations, reputational damage, orders to cease/change our data processing activities, 
enforcement notices, assessment notices (for a compulsory audit), and/or civil claims (including class actions). Compliance 
with data protection obligations imposed by the GDPR and EEA member state laws may be onerous and adversely affect our 
business, financial condition, or results of operations.
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We are subject to the privacy laws in our direct and indirect markets including, but not limited to, South Korea, Japan, 
Taiwan, India, Brazil, Canada, and the UK.
In the United States, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health 
Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder, or HIPAA, 
imposes privacy, security, and breach notification obligations on covered entities and their business associates to ensure the 
confidentiality, integrity, and availability of individually identifiable health information. Entities that are found to be in 
violation of HIPAA, as a result of a breach of unsecured protected health information, a complaint about privacy practices, or 
an audit by the U.S. Department of Health and Human Services (“HHS”), may be subject to significant civil, criminal, and 
administrative fines and penalties and/or additional reporting and oversight obligations if they are required to enter into a 
resolution agreement and corrective action plan with HHS through settlement agreements.
Further, in the U.S., when HIPAA does not apply, according to the Federal Trade Commission (the “FTC”), violating 
consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute 
unfair and/or deceptive acts or practices in violation of Section 5(a) of the FTC Act. The FTC has the authority to initiate 
enforcement actions against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to 
limit third-party use of personal health information, fail to implement policies to protect personal health information, or engage 
in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act. The FTC expects a company’s 
data security measures to be reasonable and appropriate in proportion to the sensitivity and volume of consumer information it 
holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. 
Additionally, federal and state consumer protection laws are increasingly being applied by the FTC and states’ attorneys general 
to regulate the collection, use, storage, and disclosure of personal information, through websites or otherwise, and to regulate 
the presentation of website content.
At the state level, multiple states have comprehensive consumer privacy laws enacted. Notably, the California Consumer 
Privacy Act, as amended by the California Privacy Rights Act (“CCPA”) gives California residents expanded rights to access, 
correct, and delete their personal information, opt out of certain personal information sharing, and receive detailed information 
about how their personal information is used. The CCPA allows for significant fines by the California attorney general as well 
as a private right of action from individuals in relation to certain security breaches. Similar laws have passed in other states and 
are continuing to be proposed at the state and federal level, reflecting the continuing trend toward more stringent privacy 
legislation in the U.S. These developments are increasing our compliance obligations and risk, including risks of regulatory 
fines, litigation, and associated reputational harm.
In China, we are also subject to various aspects of the country’s data compliance regime, including the Cybersecurity Law, 
the Data Security Law, and the Personal Information Protection Law (“PIPL”). In addition to national laws, regulatory 
departments, provincial and municipal governments, and Free Trade Zones are left to identify “important data,” the definitions 
of which may impact our reporting, data protection, and data transfer obligations. Draft guidelines related to medical device and 
equipment data from the State Administration for Market Regulation and other unpublished rules and guidelines from other 
regulatory departments may impact Onsite data collection and transfers. With the possibility of more stringent medical data 
transfer rules in China, customers’ appetite for our digital products including Onsite, Telepresence, and Case Insights may 
become impacted in the future.
Any failure, or perceived failure, by us to comply with or make effective modifications to our policies or to comply with 
any federal, state, or international privacy, data-retention, or data-protection-related laws, regulations, orders, or industry self-
regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of customer 
confidence, damage to our brand and reputation, and a loss of customers, any of which could have an adverse effect on our 
business. In addition, various federal, state, and foreign legislative or regulatory bodies may enact new or additional laws and 
regulations concerning privacy, data-retention, and data-protection issues, including laws or regulations mandating disclosure to 
domestic or international law enforcement bodies, which could adversely impact our business or our reputation with customers. 
For example, some countries have adopted laws mandating that some personal information regarding customers in their country 
be maintained solely in their country. Having to maintain local data centers and redesign products, services, and business 
operations to limit personal information processing to within individual countries could increase our operating costs 
significantly.
The European Strategy for Data includes a collection of laws focused on ensuring fundamental principles (including doing 
business in an ethical way, respecting fundamental rights of individuals, not exploiting individuals, and transparency in 
collection and use of data) are promoted and adhered to in support of innovation for the benefit of the community. In particular, 
the AI Act, European Health Data Space, and Data Act and Data Governance Acts regulate personal and non-personal data as 
well as artificial intelligence. These laws are meant to be read and interpreted together (and in concert with the GDPR), 
ensuring that innovation respects individuals’ fundamental rights and that businesses act with integrity. The Data Act and 
European Health Data Space Act provide individual and organizational users of certain systems and devices the right to access a 
broad range of information not previously available and include, in some cases, rights to secondary uses of such data. These 
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obligations may be interpreted in ways that require us to modify our business practices and products to maintain compliance, 
potentially increasing costs and operational complexity.
Moreover, some of the AI features of our products involve, or may involve, the processing of personal data and may be 
subject to laws, policies, legal obligations, and codes of conduct related to privacy and data protection, each of which may be 
interpreted in ways that may affect the way in which we engage with machine learning and require us to make changes to our 
business practices and products to comply with such obligations. Our use of AI technologies may involve the storage and 
transmission of confidential or sensitive information, including personal information of employees, customers, and others, as 
well as protected health information of clients’ patients. In addition, due to the sensitive nature of the information, the security 
features of our computers and systems, network, and communications systems infrastructure are critical to the success of our 
business.
ONGOING AND FUTURE GLOBAL CONFLICTS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL 
CONDITION, OR RESULTS OF OPERATIONS.
In February 2022, armed conflict escalated between Russia and Ukraine. Russia’s military actions against Ukraine have 
resulted in substantial expansion of sanction programs imposed by the United States, the European Union, and other countries 
against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk 
People’s Republic.
In response, the Russian authorities also imposed significant currency control measures, restrictions on transacting with 
non-Russian parties, export controls, and other economic and financial restrictions. Related sanctions, export controls, or other 
actions that may be initiated by countries including the U.S., the European Union, or Russia (e.g., potential cyberattacks, 
disruption of energy flows, etc.) could adversely affect the global economy, financial markets, energy supply and prices, certain 
critical materials and metals, supply chains, and global logistics and could adversely affect our business, financial condition and 
liquidity, or results of operations.
Additionally, in October 2023, armed conflict escalated between Israel and Hamas. Hostilities between Israel and Hamas 
could persist, escalate, or expand to involve more countries and regions in the Middle East. As a result of such disruptions, we 
may experience in the future extended lead times, delays in supplier deliveries, and increased freight costs. The risk of ongoing 
supply disruptions may further result in delayed deliveries of our products.
We are actively monitoring the situation in Ukraine and Russia and the conflict between Israel and Hamas and assessing 
the impacts on our business, including our business partners and customers. To date, we have not experienced any material 
interruptions in our infrastructure, supplies, technology systems, or networks needed to support our operations. We cannot 
predict the progress, outcome, or consequences of the military conflicts in Ukraine and the Israel-Gaza regions or their impacts 
on the global economy.
The length, impact, and outcome of ongoing military conflicts is highly unpredictable and could lead to significant market 
and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in 
financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in 
consumer or purchaser preferences, an increase in global shipping expenses, greater volatility in foreign exchange and interest 
rates, an increase in cyberattacks and espionage, and other unforeseen business disruptions. The extent and duration of the 
military action, sanctions, other consequences, such as restrictions on transactions or banning the export of energy products, 
including natural gas, and the resulting market disruptions could be significant and could potentially have substantial impact on 
the global economy and our business for an unknown period of time. Impacts to our business may include, but are not limited 
to, a reduction in procedures performed, reduced demand for our products, limitations on hospitals’ ability to spend on capital 
equipment and in healthcare spending in general, and supply disruption. Any such disruption may also magnify the impact of 
other risks described in this “Risk Factors” section.
INCORPORATING ARTIFICIAL INTELLIGENCE TECHNOLOGIES INTO OUR PRODUCTS, SERVICES, AND 
OPERATIONS MAY RESULT IN LEGAL AND REGULATORY RISKS OR HAVE OTHER ADVERSE 
CONSEQUENCES TO OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
Our current operations, products, and services use AI technologies, including machine learning. Examples of our current 
uses of machine learning include (i) using algorithms to process video and machine data to identify surgical activities and 
surgical indicators to support learning, teaching, and practice management, and (ii) using algorithms to support surgical 
planning and navigation. Future innovations in our products and services will likely continue to incorporate AI, and these 
applications may become important in our operations over time, for example, our development of machine learning-enabled 
medical devices (“MLMDs”).
As with many technological innovations, there are significant risks and challenges involved in maintaining and deploying 
these technologies, and there can be no assurance that the usage of such technologies will enhance our products or services or 
be beneficial to our business, including our efficiency or profitability.
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Our ability to continue to maintain or use such technologies may be dependent on access to specific third-party software 
and infrastructure, such as processing hardware, and we cannot control the availability or pricing of such third-party software 
and infrastructure, especially in a highly competitive environment. Our products and services may not compete effectively with 
alternative products and services if we are not able to source and integrate the latest technologies into our products and services. 
In addition, several aspects of intellectual property protection in the field of AI are currently under development, and there is 
uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI 
technologies and relevant system input and outputs. If we fail to obtain protection for the intellectual property rights concerning 
our AI technologies, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be 
able to take advantage of our research and development efforts to develop competing products, which could adversely affect 
our business, reputation, financial condition, or results of operations. Refer to our risk factor titled “If we are unable to fully 
protect and successfully defend our intellectual property from use by third parties, our ability to compete in the market may be 
harmed” for additional risks related to intellectual property.
The regulatory landscape surrounding AI is also evolving, and the use of machine learning technologies may expose us to 
an increased risk of regulatory enforcement and litigation. As the FDA and other regulatory authorities continue to develop and 
incorporate such principles into their regulation of machine learning medical devices, it is possible that medical products using 
AI and machine learning will become subject to significant additional oversight, including with respect to premarket review, 
modification, monitoring, maintenance, and device performance.
In the U.S., an executive order was issued in October 2023 on the Safe, Secure and Trustworthy Development and Use of 
AI, emphasizing the need for transparency, accountability, and fairness in the development and use of AI, including in the 
healthcare industry. The order seeks to balance fostering innovation with addressing risks associated with AI by providing eight 
guiding principles and priorities, such as ensuring that consumers are protected from fraud, discrimination, and privacy risks 
related to AI. The order also calls for future regulations from various agencies, such as the Department of Commerce (to draft 
guidance for detecting and authenticating AI content) and the Federal Trade Commission (to ensure fair competition and reduce 
consumer harm). In alignment with the order, other agencies have published guidance. Agencies such as the Department of 
Commerce and the Federal Trade Commission have also issued proposed rules governing the use and development of AI 
technologies. Further, legislation related to AI technologies has been introduced at the federal level and is advancing at the state 
level. For example, on March 13, 2024, Utah passed the Utah AI Policy Act, which took effect in May 2024, imposing certain 
disclosure requirements on the use of AI and, on May 17, 2024, Colorado enacted the Colorado AI Act, which will take effect 
in February 2026. Further, the California Privacy Protection Agency is currently in the process of finalizing regulations under 
the CCPA regarding the use of automated decision-making. Such additional regulations may impact our ability to develop, use, 
and commercialize AI technologies in the future.
Apart from the U.S., policymakers in key jurisdictions, such as the EU, are actively working on legislation and regulations 
to encourage the development and use of ethical and safe AI technologies. For example, on May 21, 2024, the European Union 
legislators approved the EU Artificial Intelligence Act (“EU AI Act”), which establishes a comprehensive, risk-based 
governance framework for AI in the EU market. The EU AI Act enters into force on August 2, 2024, and the majority of the 
substantive requirements will apply from August 2, 2026. The EU AI Act will apply to companies that develop, use, and/or 
provide AI in the EU and includes requirements around transparency, conformity assessments and monitoring, risk assessments, 
human oversight, security, accuracy, general purpose AI, and foundation models, and proposes fines for breach of up to 7% of 
worldwide annual turnover. In addition, on September 28, 2022, the European Commission proposed two Liability Directives 
seeking to establish a harmonized civil liability regime for AI in the EU in order to facilitate civil claims in respect of harm 
caused by AI and to include AI-enabled products within the scope of the EU’s existing strict product liability regime. These 
Liability Directives were published in the Official Journal of the EU on July 12, 2024, and entered into force on August 1, 
2024. The EU AI Act and the Liability Directives will have a material impact on the way AI is regulated in the EU. Recent case 
law from the CJEU has also taken an expansive view of the scope of the GDPR’s requirements around automated decision-
making and introduced uncertainty in the interpretation of these rules. The EU AI Act and developing interpretation and 
application of the GDPR in respect of automated decision-making, together with developing guidance and/or decisions in this 
area, may affect our use of AI technologies and our ability to provide, improve, or commercialize our business, require 
additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential 
increases in civil claims against us, and could adversely affect our business, financial condition, or results of operations.
Other jurisdictions where we operate have already or are also expected to introduce guidelines and regulations around the 
use of AI within the next few years. The regulations may impose onerous obligations and may require us to rework or 
reevaluate improvements to be compliant, potentially increasing costs. 
A breach or failure in our security measures could occur from a variety of circumstances and events, including third-party 
action, employee negligence or error, malfeasance, computer viruses, cyberattacks, or ransom-related attacks by computer 
hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, 
telecommunication failures, user errors, or catastrophic events, and any of the foregoing events could have a material adverse 
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effect on our business, financial condition, or results of operations. For more information on risks associated with the 
processing of confidential and sensitive information, including personal information, refer to our risk factor titled “Information 
technology system failures, cyberattacks, or deficiencies in our cybersecurity could harm our business, customer relations, 
financial condition, or results of operations.”
Though we have taken steps to be thoughtful in our development, training, and implementation of machine learning, 
including taking steps to comply with the laws and frameworks discussed above that are currently in effect, our machine 
learning-related processing could pose certain risks to our customers, including patients, clinicians, and healthcare institutions, 
and it is not guaranteed that regulators will agree with our approach to limiting these risks or to our compliance more generally. 
Risks can include, but are not limited to, the potential for errors or inaccuracies in the algorithms or models used by the 
MLMDs, the potential for bias or inaccuracies in the data used to train the MLMDs, the potential for improper processing of 
personal information that could lead to deprecation of our algorithms, and the potential for cybersecurity breaches that could 
compromise patient data or device functionality. Such risks could negatively affect the performance of our products, services, 
and business, as well as our reputation and the reputations of our customers, and we could incur liability through the violation 
of laws or contracts to which we are a party or civil claims.
DISRUPTIONS AT THE FDA AND OTHER GOVERNMENT AGENCIES OR NOTIFIED BODIES COULD 
HINDER THEIR ABILITY TO HIRE, RETAIN, OR DEPLOY PERSONNEL, OR OTHERWISE PREVENT 
PRODUCTS FROM BEING DEVELOPED, CLEARED, CERTIFIED, APPROVED, OR COMMERCIALIZED IN A 
TIMELY MANNER OR AT ALL, WHICH MAY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL 
CONDITION, OR RESULTS OF OPERATIONS.
Hospitals, health systems, and physicians depend on a number of government agencies and services to effectively deliver 
healthcare to their patients. A prolonged government shutdown could impact inspections, regulatory review and certifications, 
grants, or approvals or could cause other situations that could impede their ability to effectively deliver healthcare, including 
attempts to reduce payments and other reimbursements to hospitals by federal healthcare programs. These situations could 
adversely affect our customers’ ability to perform procedures with our devices and/or their decisions to purchase additional 
products from us.
In addition, the ability of the FDA, foreign authorities, and notified bodies to review and clear, approve, or certify new 
products can be affected by a variety of factors, including government budget and funding levels, the ability to hire and retain 
key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. In addition, government 
funding of other government agencies that fund research and development activities is subject to the political process, which is 
inherently fluid and unpredictable. Disruptions at the FDA and other agencies or notified bodies, including a prolonged 
government shutdown, may cause significant regulatory delays and, therefore, delay our efforts to seek clearances, approvals, 
or certifications from the FDA, foreign authorities, and notified bodies and adversely affect business travel and the import and 
export of products, all of which could have a material adverse effect on our business, financial condition, or results of 
operations. For example, over the last several years, the U.S. government has shut down several times, and certain regulatory 
agencies, such as the FDA, have had to furlough critical FDA employees and stop critical activities.
If a prolonged government shutdown occurs, or if global health concerns prevent the FDA, other regulatory authorities, or 
notified bodies from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact 
the ability of the FDA, other regulatory authorities, or notified bodies to timely review and process our regulatory submissions, 
which could have a material adverse effect on our business. For example, in response to the COVID-19 pandemic that began in 
2019, the FDA postponed most inspections of domestic and foreign manufacturing facilities at various points. Separately, in the 
EU, their designation process experienced considerable delays during the COVID-19 pandemic. In the EU, notified bodies must 
be officially designated to certify products and services in accordance with the EU Medical Devices Regulation. Despite the 
increase in designations, the current number of notified bodies designated under the EU Medical Devices Regulation remains 
significantly lower than the number of notified bodies designated under the previous regime. The current designated notified 
bodies are, therefore, facing a backlog of requests, and review times have lengthened. This situation could impact our ability to 
grow our business in the EU and EEA.
WE MAY INCUR LOSSES ASSOCIATED WITH CURRENCY FLUCTUATIONS AND MAY NOT BE ABLE TO 
EFFECTIVELY HEDGE OUR EXPOSURE.
Our operating results are subject to volatility due to fluctuations in foreign currency exchange rates. Our primary exposure 
to fluctuations in foreign currency exchange rates relates to revenue and operating expenses denominated in currencies other 
than the U.S. dollar. The weakening of foreign currencies relative to the U.S. dollar adversely affects our foreign currency-
denominated revenue. Gross profit margins on foreign currency-denominated revenue could also be materially adversely 
affected by foreign currency exchange rate fluctuations, as we may not be able to raise local prices to fully offset the 
strengthening of the U.S. dollar. Conversely, the strengthening of foreign currencies relative to the U.S. dollar, while generally 
beneficial to our foreign currency-denominated revenue and earnings, may cause us to reduce pricing on our products in 
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markets that are not priced in U.S. dollars and may cause us to incur losses on our foreign currency hedging instruments, 
thereby limiting the benefit that strengthened foreign currencies could have on our results of operations.
We attempt to mitigate a portion of these risks through foreign currency hedging, based on our judgment of the appropriate 
trade-offs among risk, opportunity, and expense. Although we have established a hedging program to partially hedge our 
exposure to foreign currency exchange rate fluctuations, primarily related to transactions denominated in the Euro, the British 
Pound, the Japanese Yen, the Korean Won, the New Taiwan Dollar, and the Swiss Franc, and we regularly review our hedging 
program and make adjustments as necessary, our hedging activities may not offset all of the adverse financial impact caused by 
unfavorable movement in foreign currency exchange rates, which could materially adversely affect our financial condition or 
results of operations. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for additional discussion on 
the impact of foreign exchange risk.
IF WE DO NOT SUCCESSFULLY MANAGE OUR COLLABORATION, LICENSING, JOINT VENTURE, 
STRATEGIC ALLIANCE, OR PARTNERSHIP ARRANGEMENTS WITH THIRD PARTIES, WE MAY NOT 
REALIZE THE EXPECTED BENEFITS FROM SUCH ARRANGEMENTS, WHICH MAY HAVE A MATERIAL 
ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
From time to time, we enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, or 
partnerships to complement or augment our research and development, product development, training, procedure development, 
marketing, and commercialization efforts. For example, in 2016, we entered into an agreement to form the Joint Venture. In 
2019, the Joint Venture acquired certain assets related to the da Vinci distribution business of Chindex, a subsidiary of 
Shanghai Fosun Pharmaceutical (Group) Co. Ltd. (“Fosun Pharma”), following which the Joint Venture began direct 
distribution operations for da Vinci surgical system products and services in China. There can be no assurance that we and the 
Joint Venture can successfully complete development of robotic-assisted medical devices or that we and the Joint Venture will 
successfully commercialize such products. There can also be no assurance that the Joint Venture will not require additional 
contributions to fund its business, that the Joint Venture will remain profitable, or that the expected benefits of the acquisition 
of certain assets of Chindex will be realized.
Proposing, negotiating, and implementing collaborations, in-licensing agreements, joint ventures, strategic alliances, or 
partnerships may be a lengthy and complex process. In addition, other companies, including those with substantially greater 
financial, marketing, sales, technology, or other business resources, may compete with us for these opportunities or 
arrangements. As a result, we may not identify, secure, or complete any such arrangements in a timely manner, on a cost-
effective basis, or on otherwise favorable terms, if it all. There can be no assurance that we will realize the expected benefits 
from these alliances. In addition, we may not be in a position to exercise sole decision-making authority regarding any 
collaboration or other arrangement, which could create the potential risk of creating impasses on decisions, and our alliances 
may have economic or business interests that are, or that may become, inconsistent with our interests. It is possible that 
conflicts may arise in these relationships, such as conflicts concerning the achievement of performance milestones or the 
interpretation of significant terms under any agreement, such as those related to financial obligations, termination rights, or the 
ownership or control of intellectual property developed during the collaboration. These alliances can be difficult to manage, 
given the potentially different interests of the parties involved, and we could suffer delays in product development or other 
operational difficulties.
These alliances may also involve significant costs and divert the focus and attention of our management and other key 
personnel. Any of these relationships may require us to incur non-recurring and other charges, increase our near- and long-term 
expenditures, or disrupt our ordinary business activities. Such arrangements may also expose us to numerous known and 
unknown risks, including unique risks with respect to the economic, political, and regulatory environment of any foreign 
entities with whom we partner, including Fosun Pharma. Any of the foregoing may have a material adverse effect on our 
business, financial condition, or results of operations.
IF WE FAIL TO SUCCESSFULLY ACQUIRE OR INTEGRATE NEW BUSINESSES, PRODUCTS, AND 
TECHNOLOGY, WE MAY NOT REALIZE EXPECTED BENEFITS, OR OUR BUSINESS MAY BE HARMED.
We need to grow our business in response to changing technologies, customer demands, and competitive pressures. In 
some circumstances, we may decide to grow our business through the acquisition of complementary businesses, products, or 
technologies rather than through internal development.
Identifying suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to identify 
appropriate candidates or successfully complete identified acquisitions. In addition, completing an acquisition can divert our 
management and key personnel from our business operations, which could harm our business and affect our financial results. 
Even if we complete an acquisition, we may not be able to successfully integrate newly acquired organizations, products, 
technologies, or employees into our operations or may not fully realize some of the expected synergies. An acquired company 
may have deficiencies in product quality, regulatory marketing authorizations or certifications, or intellectual property 
protections, which are not detected during due diligence activities or are unasserted at the time of acquisition. It may be 
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difficult, expensive, and time-consuming for us to re-establish market access, regulatory compliance, or cure such deficiencies 
in product quality or intellectual property protection in such cases, which may have a material adverse impact on our business, 
financial condition, or results of operations.
Integrating an acquisition can also be expensive and time-consuming and may strain our resources. In many instances, 
integrating a new business will also involve implementing or improving internal controls appropriate for a public company at a 
business that lacks them. In addition, we may be unable to retain the employees of acquired companies or the acquired 
company’s customers, suppliers, distributors, or other partners for a variety of reasons, including that these entities may be our 
competitors or may have close relationships with our competitors. Furthermore, acquired companies may have less mature or 
less sophisticated information technology systems, securities practices, or training, which may result in an increased risk of 
security and cybersecurity incidents when such companies are integrated. For example, in 2020, we acquired Orpheus Medical 
Ltd. and its wholly owned subsidiaries (“Orpheus Medical”) to deepen and expand our integrated informatics platform. The 
integration of this acquisition involved complex operations across different geographic locations and new products, distribution 
networks, and legal jurisdictions. Failure to successfully integrate our acquisitions may have a material adverse impact on our 
business, financial condition, or results of operations.
WE ARE EXPOSED TO CREDIT RISK AND FLUCTUATIONS IN THE MARKET VALUE OF OUR 
INVESTMENTS.
Our investment portfolio includes both domestic and international investments. The credit ratings and pricing of our 
investments can be negatively affected by liquidity concerns, credit deterioration, financial results, economic risk, political risk, 
or other factors. As a result, the value and liquidity of our cash equivalents and marketable securities could fluctuate 
substantially. Our other income and expense could also vary materially from expectations depending on gains or losses realized 
on the sale or exchange of investments, impairment charges resulting from revaluations of debt and equity securities and other 
investments, changes in interest rates, increases or decreases in cash balances, volatility in foreign exchange rates, and changes 
in the fair value of derivative instruments. Increased volatility in the financial markets and overall economic uncertainty could 
increase the risk that actual amounts realized on our investments may differ significantly from the fair values currently assigned 
to them.
The value of our investments may also decline due to instability in the global financial markets, which may reduce the 
liquidity of securities included in our portfolio. For example, the closure of SVB and other institutions swept into receivership 
and the appointment of the FDIC as receiver in 2023 created bank-specific and broader financial institution liquidity risk and 
concerns. We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial 
institutions, and our deposits exceed insured limits. Future adverse developments with respect to these financial institutions or 
the broader financial services industry may impair our ability to access capital needed to support near-term working capital 
needs, whether from our existing investment and deposit accounts and credit facilities or otherwise, and may lead to market-
wide liquidity shortages and create additional market and economic uncertainty. Any decline in available funding or access to 
our cash and liquidity resources could also result in breaches of our financial and/or contractual obligations.
Our two Intuitive Ventures funds invest in early-stage companies, which involve substantial risks and uncertainties. These 
risks and uncertainties include, among other things, uncertainties inherent in research and development; uncertainties regarding 
the ability of Intuitive Ventures to identify investment candidates; uncertainties regarding the success of Intuitive Ventures’ 
investments; uncertainties and variables inherent in the operating and financial performance in investments made, including, 
among other things, competitive developments and general economic, political, business, industry, regulatory and market 
conditions; future exchange and interest rates; and changes in tax and other laws, regulations, rates and policies.
There can be no assurance that we will realize a positive return on our strategic investments. Further, if we invest in 
privately held companies, valuations of such companies are inherently complex due to the lack of readily available market data. 
If we determine that our investments in privately held companies have experienced a decline in value, we may be required to 
record impairments, which could be material and have an adverse effect on our results of operations.
While we have not realized any significant losses on our cash equivalents, marketable securities, or other investments, 
future fluctuations in their value could have a material adverse impact on our business, financial condition, or results of 
operations.
CHANGES IN OUR EFFECTIVE TAX RATE MAY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL 
CONDITION, OR RESULTS OF OPERATIONS.
We are subject to taxes in the U.S. and other jurisdictions around the world. Tax rates in these jurisdictions may be subject 
to significant change due to economic and/or political conditions. A number of other factors may also impact our future 
effective tax rate, including:
•
the jurisdictions in which profits are determined to be earned and taxed;
•
the resolution of issues arising from tax audits with various tax authorities;
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•
changes in the valuation of our deferred tax assets and liabilities;
•
increases in expenses not deductible for tax purposes, including write-offs of acquired intangibles and impairment 
of goodwill in connection with acquisitions;
•
changes in the availability of tax credits, tax holidays, and tax deductions;
•
changes in share-based compensation;
•
changes in tax laws or the interpretation of such tax laws; and
•
changes in generally accepted accounting principles.
We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be enacted in the future or 
what effect such changes would have on our business, including tax law changes resulting from the base erosion and profit 
shifting (“BEPS”) project and the Two Pillar Solution undertaken by the Organization for Economic Co-operation and 
Development (“OECD”), which includes a global minimum tax rate. Various countries have adopted, or have announced plans 
to adopt, new tax laws to align with the global minimum tax. These changes could increase tax uncertainty and may adversely 
impact our provision for income taxes. Any significant increase in our future effective tax rate could have a material adverse 
impact on our business, financial condition, or results of operations.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH REAL ESTATE CONSTRUCTION AND DEVELOPMENT.
The development of our facilities is subject to risks relating to our ability to complete our projects on schedule or within 
budget. Factors that may result in a development project being prevented or delayed from completion or exceeding budget 
include, but are not limited to (i) construction delays due to labor challenges, poor weather, defects, or cost overruns, which 
may increase project development costs; (ii) cost escalations associated with materials, including changes in availability, 
proximity, and cost of materials, such as steel, cement, concrete, aggregates, oil, fuel, and other construction materials, 
including potential risks arising from geopolitical conflicts, changes in U.S. trade policies and retaliatory responses from other 
countries, changes in foreign exchange rates, as well as cost escalations associated with subcontractors and labor; (iii) the 
discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; (iv) an inability to 
obtain, or a significant delay in obtaining, zoning, construction, occupancy, and other required governmental permits and 
authorizations; (v) difficulty in complying with local, city, county, and state rules and regulations regarding permitting, zoning, 
subdivision, utilities, and water quality, as well as federal rules and regulations regarding air and water quality and protection of 
endangered species and their habitats; (vi) insufficient infrastructure (e.g., water, sewer, and roads) capacity or availability to 
serve the needs of our projects; (vii) failure to achieve or sustain anticipated occupancy levels; (viii) condemnation of all or 
parts of development or operating properties, which could adversely affect the value or viability of such projects; and (ix) 
natural disasters and other extreme weather conditions, including, but not limited to, hurricanes, tornadoes, earthquakes, 
wildfires, or flooding.
CLIMATE CHANGE, NATURAL DISASTERS, OR OTHER EVENTS BEYOND OUR CONTROL COULD 
DISRUPT OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
Natural disasters, terrorist activities, and other events beyond our control including, but not limited to, internet security 
threats and violence motivated by political or social causes, could adversely affect our business, financial condition, or results 
of operations. Moreover, global climate change could result in certain types of natural disasters occurring more frequently or 
with more intense effects. The impacts of climate change may include physical risks (such as frequency and severity of extreme 
weather conditions), social and human effects (such as population dislocations or harm to health and well-being), compliance 
costs, transition risks, shifts in market trends, and other adverse effects. Such impacts may disrupt parties in our supply chain, 
our customers, and our operations. For example, the March 2011 earthquake and tsunami in Japan, and their aftermath, created 
economic uncertainty and disrupted economic activities in Japan, including a reduction in hospital spending. More recently in 
September and October 2024, Hurricane Helene and Hurricane Milton caused economic uncertainty and business disruptions in 
the Southeast region of the U.S.
Physical risks associated with climate change are subject to increasing societal, regulatory, and political focus in the U.S., 
the EU, and globally. Shifts in weather patterns caused by climate change are expected to increase the frequency, severity, or 
duration of certain adverse weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, wildfires, 
droughts, extreme temperatures, or flooding, which could cause more significant business and supply chain interruptions, 
damage to our products and facilities as well as the infrastructure of hospitals, medical care facilities, and other customers, 
reduced workforce availability, increased costs or reduced supply of raw materials and components, increased liabilities, and 
decreased revenues than what we have experienced in the past from such events. The geographic location of our California 
headquarters and many of our manufacturing facilities, as well as the facilities of certain of our key suppliers and service 
providers, subject them to earthquake, drought, and wildfire risks. If a major earthquake, wildfire, or other natural disaster were 
to damage our facilities or the facilities of our suppliers and service providers, or impact the ability of our employees or the 
employees of our suppliers and service providers to travel to their workplace, we may experience potential impacts ranging 
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from production and shipping delays to lost revenues and increased costs, which could harm our business. Moreover, periods 
with increased drought and annual periods of wildfire danger may increase the probability of planned power outages in the 
communities where we work and live. For example, in October 2019, Pacific Gas and Electric, the public electric utility in the 
Northern California region, used planned power outages to avoid and contain wildfires sparked during strong wind events by 
downed power lines or equipment failure. If prolonged or frequent, such planned blackouts could impact our operations and the 
operations of our suppliers and service providers located in the Northern California region. While this danger has a low 
assessed risk of disrupting normal business operations, it has a potential impact on our employees’ abilities to commute to work 
or to work from home and stay connected effectively. We do not have multiple-site capacity for all of our operations in the 
event of a business disruption, and we are predominantly self-insured and may not be able to sufficiently cover losses or 
additional expenses that we may sustain. Furthermore, the impacts of global climate change on water resources may result in 
water scarcity, which could impact our ability to access sufficient quantities of water in certain locations and result in increased 
costs.
In addition, the increasing concern over climate change has resulted, and may continue to result, in more legal and 
regulatory requirements designed to mitigate the effects of climate change on the environment, including regulating greenhouse 
gas emissions, alternative energy policies, and sustainability initiatives. If such laws or regulations are more stringent than 
current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet our regulatory 
obligations. For example, under the EU’s Corporate Sustainability Reporting Directive (“CSRD”), we will be required to make 
certain disclosures in 2026 relating to our ESG impacts, risks, and opportunities for 2025, which may require that we change 
the processes by which we currently collect ESG-related data about our business. Furthermore, as ESG-related laws continue to 
evolve in scope and complexity, we may need to change the processes by which we currently operate our business and manage 
our supply chain to comply with these evolving legal and regulatory requirements, which, in turn, may have a material adverse 
effect on our business, financial condition, or results of operations. For instance, changes in requirements may adversely affect 
raw material sourcing from suppliers, our manufacturing operations and those of our suppliers, and the distribution of our 
products. Further, there may be increasing scrutiny and changing expectations from the market and other stakeholders with 
respect to ESG practices. Any such regulatory changes or increased market expectations could also have a significant effect on 
our operating and financial decisions, including those involving capital expenditures to reduce emissions and comply with other 
regulatory requirements or stakeholder expectations. If we fail to comply with certain ESG-related laws, our products become 
non-compliant with such laws, or we fail to meet the expectations of our stakeholders on ESG-related matters, it could result in 
a loss of market access or a decline in our success in competitive bidding or public tender processes, and we could incur costs 
or face other sanctions, such as restrictions on our products entering certain jurisdictions, fines, and/or civil or criminal 
sanctions.
CONSOLIDATION IN THE HEALTHCARE INDUSTRY COULD HAVE AN ADVERSE EFFECT ON OUR 
BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
The healthcare industry has been consolidating, and organizations continue to consolidate purchasing decisions for many of 
our healthcare provider customers. Numerous initiatives and reforms by legislators, regulators, and third-party payers to curb 
the rising cost of healthcare have catalyzed a consolidation of aggregate purchasing power within the markets in which we sell 
our products. As the healthcare industry consolidates, competition to provide products and services is expected to continue to 
intensify, resulting in pricing pressures and decreased average selling prices. In addition, for smaller hospitals or groups that do 
not consolidate with larger networks, these entities may face increasing cost and/or competitive pressures, which could impact 
their ability to purchase additional products and services from us or make contractual payments over time. We expect that 
market demand, government regulation, third-party payor coverage and reimbursement policies, government contracting 
requirements, new entrants, technology, and societal pressures will continue to change the worldwide healthcare industry, 
resulting in further consolidation, which may exert further downward pressure on prices of our products and services and may 
have a material adverse impact on our business, financial condition, or results of operations.
WE USE ESTIMATES, MAKE JUDGMENTS, AND APPLY CERTAIN METHODS IN DETERMINING OUR 
FINANCIAL RESULTS AND IN MEASURING THE PROGRESS OF OUR BUSINESS. AS THESE ESTIMATES, 
JUDGMENTS, AND METHODS CHANGE, OUR RESULTS OF OPERATIONS AND OUR ASSESSMENT OF THE 
PROGRESS OF OUR BUSINESS COULD VARY.
The methods, estimates, and judgments we use in applying our accounting policies have a significant impact on our results 
of operations. Such methods, estimates, and judgments are, by their nature, subject to substantial risks, uncertainties, and 
assumptions, and factors may arise over time that may lead us to change our methods, estimates, and judgments. Changes in 
any of our assumptions may adversely affect our reported financial results.
We utilize methods for determining surgical market sizes, the number and type (cancerous or benign) of certain procedures 
performed, and the installed base of our systems that involve estimates and judgments, which are, by their nature, subject to 
substantial risks, uncertainties, and assumptions. Our estimates of surgical market sizes, the number and type of procedures 
performed, or the installed base of our systems do not have an impact on our results of operations but are used to estimate the 
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progress of our business. Estimates and judgments for determining surgical market sizes, the number and type of procedures, 
and the installed base of our systems and the accuracy of these estimates may be impacted over time with changes in treatment 
modalities, hospital reporting behavior, system internet connectivity, distributor reporting behavior, increases in procedures per 
field employee, and other factors. In addition, from time to time, we may change the method for determining market sizes, the 
number and type of procedures, and the installed base of our systems, causing variation in our reporting.
RISKS RELATING TO OUR REGULATORY ENVIRONMENT
COMPLYING WITH FDA AND FOREIGN REGULATIONS IS A COMPLEX PROCESS, AND OUR FAILURE TO 
FULLY COMPLY COULD SUBJECT US TO SIGNIFICANT ENFORCEMENT ACTIONS.
Because our products are commercially distributed, numerous quality and post-market regulatory requirements apply, 
including the following:
•
continued compliance with the FDA’s QSR, which requires manufacturers to follow design, testing, control, 
documentation, and other quality assurance procedures during the development and manufacturing process;
•
labeling regulations, including the FDA’s general prohibition against false or misleading statements in the labeling 
or promotion of products for unapproved or “off-label” uses;
•
stringent complaint reporting and Medical Device Reporting regulations, which require that manufacturers keep 
detailed records of investigations or complaints against their devices and report to the FDA if their device may 
have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or 
contribute to a death or serious injury if it were to recur;
•
adequate use of the corrective and preventive actions process to identify and correct or prevent significant, 
systemic failures of products or processes or in trends that suggest the same; and
•
the reporting of corrections, recalls, and removals, which requires that manufacturers report to the FDA recalls 
and field corrective actions taken to reduce a risk to health or to remedy a violation of the FFDCA that may pose a 
risk to health.
We are subject to inspection and marketing surveillance by the FDA to determine our compliance with regulatory 
requirements. If the FDA finds that we have failed to comply, it can institute a wide variety of enforcement actions, ranging 
from inspectional observations (as set forth on FDA Form-483) to a public Warning Letter to more severe civil and criminal 
sanctions, including the seizure of our products and equipment or ban on the import or export of our products. The FDA has, in 
the past, issued and could, in the future, issue Warning Letters or other adverse communications to us. If we fail to satisfy or 
remediate the matters discussed in any such Warning Letters or communications, the FDA could take further enforcement 
actions, including prohibiting the sale or marketing of the affected product. Our failure to comply with applicable requirements 
could lead to an enforcement action that may have an adverse effect on our financial condition or results of operations. The 
receipt of a Warning Letter could place certain limits on the ability to obtain FDA-issued Certificates to Foreign Government 
(“CFGs”) used for new and re-registration of products in certain other countries.
The FDA also strictly regulates labeling, advertising, promotion, and other activities relating to the marketing of our 
products. Medical devices may be promoted only for their cleared or approved indications and in accordance with the 
provisions of the cleared or approved label. It is possible that federal or state enforcement authorities might take action if they 
consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant 
fines or penalties under a variety of statutory authorities, including under the FFDCA, as well as laws prohibiting false claims 
for reimbursement.
In addition, any modification or change of medical devices cleared for the market requires the manufacturer to make a 
determination whether the change is significant enough to require new 510(k) clearance. We have created labeling, advertising, 
and user training for the da Vinci surgical systems to describe specific surgical procedures that we believe are fully within the 
scope of our existing 510(k) indications for use stated in our 510(k) clearances. Although we have relied on expert in-house and 
external staff, consultants, and advisors we cannot provide assurance that the FDA would agree that all such specific procedures 
are within the scope of the existing general clearance. If the FDA or any comparable regulatory authority determines that our 
promotion of our products for any such procedures represents promotion of an off-label use, the FDA or such regulator could 
request that we modify our labeling or promotional materials, or otherwise subject us to regulatory or enforcement actions, 
including warning letters, untitled letters, injunctions, seizures, civil fines, or criminal penalties. In addition, from time to time, 
we modify our products, including the hardware and software in the da Vinci surgical systems, after we obtain 510(k) clearance 
from the FDA for the devices in ways that we do not believe require new 510(k) clearance. We cannot provide assurance that 
the FDA would agree in all cases with our determinations not to seek new 510(k) clearance for any of these changes. If the 
FDA disagrees with our assessments that a new 510(k) clearance was not required prior to commercializing the devices with 
these changes or modifications, then the FDA could impose enforcement sanctions, require the recall of any modified products, 
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and/or require us to obtain 510(k) clearance or other FDA marketing authorization before permitting the commercialization of 
any modified products, and we may be unable to obtain any such marketing authorizations in a timely manner or at all.
We have a wholly owned manufacturing facility located in Mexicali, Mexico, which manufactures reusable and disposable 
surgical instruments. This facility is registered with the FDA as well as with Mexican authorities. The facility is operated under 
U.S. and international quality system regulations, including those applicable to Canada, the EU, Brazil, and Japan, among 
others. This facility has an FDA Establishment Registration but has not been inspected by the FDA to date. If the FDA were to 
identify non-conformances in our product documentation or quality system compliance, it could hold indefinitely the 
importation of instruments at the border, which would deprive us of the ability to sell and supply the majority of our customers 
until the FDA requirements have been satisfied. Similar supply disruptions could occur if key suppliers outside of the U.S. were 
to encounter non-conformances with their documentation or quality system compliance.
OUR PRODUCTS ARE SUBJECT TO A LENGTHY AND UNCERTAIN DOMESTIC REGULATORY REVIEW 
PROCESS. IF WE DO NOT OBTAIN AND MAINTAIN THE NECESSARY DOMESTIC REGULATORY 
AUTHORIZATIONS, WE WILL NOT BE ABLE TO SELL OUR PRODUCTS IN THE U.S.
Our products and operations are subject to extensive regulation in the U.S. by the FDA. The FDA regulates the 
development and clinical testing, manufacturing, labeling, storage, record keeping, promotion, sales, distribution, and post-
market support and medical device reporting in the U.S. to ensure that medical products distributed domestically are safe and 
effective for their intended uses. In order for us to market products for use in the U.S., we generally must first obtain clearance 
from the FDA pursuant to Section 510(k) of the FFDCA or approval of the product through the PMA pathway. Clearance under 
Section 510(k) requires demonstration that a new device is substantially equivalent to another device with 510(k) clearance or 
grandfathered (“pre-amendment”) status and for which a PMA is not required. If we develop products in the future that are not 
considered to be substantially equivalent to a device with 510(k) clearance or grandfathered status, we may be required to 
obtain marketing authorization through the more burdensome PMA process or alternatively through the de novo classification 
process, which is a path to market for novel devices that are low to moderate risk and for which a predicate device is not 
available. 
Although our current products have generally been cleared through the 510(k) clearance process, we may decide to seek 
approval for future products through a PMA submission or through the de novo classification process. A PMA is typically a 
much more complex, lengthy, and burdensome application than a 510(k) and generally takes from one to three years, or even 
longer, from the time the application is submitted to the FDA. In the PMA process, the FDA must determine that a proposed 
device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical, 
preclinical, clinical study, manufacturing, and labeling data. The PMA process is typically required for devices that are deemed 
to pose the greatest risk, such as life-sustaining, life-supporting, or implantable devices. In the de novo classification process, a 
manufacturer whose novel device under the FFDCA would otherwise be automatically classified as Class III and require the 
submission and approval of a PMA prior to marketing is able to request down-classification of the device to Class I or Class II 
on the basis that the device presents a low or moderate risk.
Similarly, although the FDA has a statutory deadline of 120 days to review a de novo submission, in practice, the review 
may take much longer. In addition, a PMA application or de novo classification requests generally requesre the performance of 
one or more clinical studies. In some cases, such studies may also be required to support a 510(k) application, and any 
requirements to conduct clinical studies beyond those we anticipate for our current or future products could add significantly to 
our costs and have a material adverse effect on our business.
The FDA may not act favorably or quickly in its review of any marketing application submissions, or we may encounter 
significant difficulties and costs in our efforts to obtain marketing authorization from the FDA, either of which could delay or 
preclude the sale of new products in the U.S. In addition, the FDA may place significant limitations upon the intended use of 
our products as a condition of granting marketing authorization. Product applications can also be denied or withdrawn due to 
failure to comply with regulatory requirements or the occurrence of unforeseen problems following marketing authorization. 
Any delays or failure to obtain FDA marketing authorization for new or modified products that we develop, any limitations 
imposed by the FDA on new product use, or the costs of obtaining FDA clearance or approvals could have a material adverse 
effect on our business, financial condition, or results of operations.
In addition, the FDA or other regulatory agencies may change their policies, adopt additional regulations, revise existing 
regulations, or take other actions that may prevent or delay approval or clearance of our products under development or impact 
our ability to modify our currently approved or cleared products on a timely basis. We may be found non-compliant as a result 
of future changes in, or interpretations of, regulations by the FDA or other regulatory agencies. For example, in February 2024, 
the FDA issued a final rule to amend and replace the QSR, which sets forth the FDA’s current good manufacturing practice 
requirements for medical devices, to align more closely with the International Organization for Standardization (“ISO”) 
standards. Specifically, this final rule, which the FDA expects to go into effect on February 2, 2026, establishes the “Quality 
Management System Regulation” (“QMSR”), which among other things, incorporates by reference the quality management 
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system requirements of ISO 13485:2016. Although the FDA has stated that the standards contained in ISO 13485:216 are 
substantially similar to those set forth in the QSR, it is unclear the extent to which this final rule, once effective, could impose 
additional or different regulatory requirements on us that could increase the costs of compliance or otherwise negatively affect 
our business. If we are unable to comply with QMSR, once effective, or with any other changes in the laws or regulations 
enforced by FDA or comparable regulatory authorities, we may be subject to enforcement action, which could have an adverse 
effect on our business, financial condition, or results of operations.
Additionally, in September 2019, the FDA issued revised guidance describing an optional “safety and performance based” 
premarket review pathway for manufacturers of “certain, well-understood device types” to demonstrate substantial equivalence 
under the 510(k) clearance pathway by showing that such device meets objective safety and performance criteria established by 
the FDA, thereby obviating the need for manufacturers to compare the safety and performance of their medical devices to 
specific predicate devices in the clearance process. The FDA maintains a list of device types appropriate for the “safety and 
performance based” pathway and continues to develop product-specific guidance documents that identify the performance 
criteria for each such device type, as well as the recommended testing methods, where feasible. The FDA may establish 
performance criteria for classes of devices for which we or our competitors seek or currently have received clearance, and it is 
unclear the extent to which such performance standards, if established, could impact our ability to obtain new 510(k) clearances 
or otherwise create competition that may negatively affect our business.
In order to conduct a clinical investigation involving human subjects for the purpose of demonstrating the safety and 
effectiveness of a medical device, a company must, among other things, apply for and obtain IRB approval of the proposed 
investigation. In addition, if the clinical study involves a “significant risk” (as defined by the FDA) to human health, the 
sponsor of the investigation must also submit and obtain FDA approval of an IDE application. Many of our products to date 
have been or would be considered significant risk devices requiring IDE approval prior to investigational use. We may not be 
able to obtain FDA and/or IRB approval to undertake clinical trials in the U.S. for any new devices that we intend to market in 
the U.S. in the future.
Even if we obtain such approvals, we may not be able to conduct studies that comply with the IDE and other regulations 
governing clinical investigations or the data from any such trials may not support clearance or approval of the investigational 
device. Clinical testing is difficult to design and implement, can take many years, can be expensive, and carries uncertain 
outcomes and, if we fail to complete our planned or ongoing clinical trials or if such clinical trials produce negative or 
inconclusive results, we may be delayed or prevented from obtaining regulatory clearances or approvals to commercialize our 
products for new or expanded indications. Additionally, we may experience delays in our ongoing clinical trials for any number 
of reasons, which could adversely affect the costs, timing, or successful completion of our clinical trials. If we fail to complete 
our planned and ongoing clinical trials or if such clinical trials produce negative or inconclusive results, we may be delayed or 
prevented from obtaining regulatory clearances or approvals to commercialize our products for new or expanded indications, 
which may limit the market for our products.
Certainty that clinical trials will meet desired endpoints, produce meaningful or useful data, and be free of unexpected 
adverse effects or that the FDA will accept the validity of foreign clinical study data cannot be assured, and such uncertainty 
could preclude or delay market clearance or authorizations resulting in significant financial costs and reduced revenue. Failure 
to obtain such approvals or to comply with such regulations could have a material adverse effect on our business, financial 
condition, or results of operations.
OUR PRODUCTS MAY CAUSE OR CONTRIBUTE TO ADVERSE MEDICAL EVENTS OR BE SUBJECT TO 
FAILURES OR MALFUNCTIONS THAT WE ARE REQUIRED TO REPORT TO THE FDA AND FOREIGN 
REGULATORY AUTHORITIES AND, IF WE FAIL TO DO SO, WE WOULD BE SUBJECT TO SANCTIONS 
THAT COULD HARM OUR REPUTATION, BUSINESS, FINANCIAL CONDITION, OR RESULTS OF 
OPERATIONS.
We are subject to the FDA’s medical device reporting regulations and similar foreign regulations, which require us to 
report to the FDA and foreign regulatory authorities when we receive or become aware of information that reasonably suggests 
that one or more of our products may have caused or contributed to a death or serious injury or malfunctioned in a way that, if 
the malfunction were to recur, it could cause or contribute to a death or serious injury. The timing of our obligation to report is 
triggered by the date we become aware of the adverse event as well as the nature of the event. We may fail to report adverse 
events of which we become aware within the prescribed time frame. We may also fail to recognize that we have become aware 
of a reportable adverse event, especially if it is not reported to us as an adverse event or if it is an adverse event that is 
unexpected or removed in time from the use of the product. If we fail to comply with our reporting obligations, the FDA or 
foreign regulatory authorities could take action, including warning letters, untitled letters, administrative actions, criminal 
prosecution, imposition of civil monetary penalties, revocation of our device clearance, approval, or certification, seizure of our 
products or delay in clearance, approval, or certification of future products.
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The FDA and foreign regulatory bodies have the authority to require the recall of commercialized products in the event of 
material deficiencies or defects in the design or manufacture of a product or in the event that a product poses an unacceptable 
risk to health. The FDA’s authority to require a recall must be based on a finding that there is reasonable probability that the 
device could cause serious injury or death. We may also choose to voluntarily recall a product if any material deficiency is 
found. A government-mandated or voluntary recall by us could occur as a result of an unacceptable risk to health, component 
failures, malfunctions, manufacturing defects, labeling or design deficiencies, packaging defects, or other deficiencies or 
failures to comply with applicable regulations. Product defects or other errors may occur in the future.
Depending on the corrective action we take to redress a product’s deficiencies or defects, the FDA or foreign regulatory 
authorities may require, or we may decide, that we will need to obtain new clearances, approvals, or certifications for the device 
before we may market or distribute the corrected device. Seeking such clearances, approvals, or certifications may delay our 
ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with 
our devices, we may face additional regulatory enforcement actions, including FDA or foreign regulatory authorities warning 
letters, product seizure, injunctions, administrative penalties, or civil or criminal fines.
Companies are required to maintain certain records of recalls and corrections, even if they are not reportable to the FDA or 
foreign regulatory authorities. We may initiate voluntary withdrawals or corrections for our products in the future that we 
determine do not require notification of the FDA or foreign regulatory authorities. If the FDA or foreign regulatory authorities 
disagree with our determinations, it could require us to report those actions as recalls, and we may be subject to enforcement 
actions. A future recall announcement could harm our reputation with customers, potentially lead to product liability claims 
against us, and negatively affect our sales. Any corrective action, whether voluntary or involuntary, as well as defending 
ourselves in a lawsuit, would require the dedication of our time and capital, distract management from operating our business, 
and may harm our reputation, financial condition, or results of operations.
IF OUR MANUFACTURING FACILITIES DO NOT CONTINUE TO MEET FEDERAL, STATE, OR OTHER 
MANUFACTURING REGULATIONS AND STANDARDS, WE MAY BE REQUIRED TO TEMPORARILY CEASE 
ALL OR PART OF OUR MANUFACTURING OPERATIONS, IMPORT/EXPORT OF OUR PRODUCTS, AND/OR 
RECALL SOME PRODUCTS, WHICH COULD RESULT IN SIGNIFICANT PRODUCT DELIVERY DELAYS AND 
LOST REVENUE.
Our manufacturing facilities are subject to periodic inspection by regulatory authorities and audit by notified bodies, and 
our operations will continue to be regulated and inspected by the FDA and other regulatory agencies and notified bodies for 
compliance with Good Manufacturing Practice requirements contained in the QSR and other regulatory requirements. We are 
also required to comply with ISO quality system standards as well as EU legislation and norms in order to produce products for 
sale in the EU. In addition, many countries, such as Canada and Japan, have very specific additional regulatory requirements for 
quality assurance and manufacturing. If we fail to continue to comply with Good Manufacturing Practice requirements, as well 
as ISO or other regulatory standards, we may be required to cease all or part of our operations until we comply with these 
regulations.
We continue to be subject to FDA and certain other inspections by other regulatory authorities and notified bodies at any 
time. Maintaining such compliance is difficult and costly. We cannot be certain that our facilities will be found to comply with 
Good Manufacturing Practice requirements or ISO standards and other regulatory requirements in future inspections and audits 
by regulatory authorities and notified bodies.
We are currently participating in the Medical Device Single Audit Program (“MDSAP”), which allows an MDSAP-
recognized auditing organization to conduct a single regulatory audit of a medical device manufacturer that evaluates our 
quality system to assess compliance with the requirements of multiple regulatory jurisdictions, including the U.S., Japan, Brazil, 
Australia, and Canada. The information collected in an MDSAP audit is shared and reviewed amongst all the regulatory 
authorities participating in the MDSAP, who may or may not determine that additional information or auditing is required.
Our Sunnyvale, California facility is licensed by the State of California to manufacture medical devices. We have been 
subject to periodic inspections by the California Department of Health Services Food and Drug Branch and, if we are unable to 
maintain this license following any future inspections, we will be unable to manufacture or ship some products, which would 
have a material adverse effect on our results of operations. In addition, both our Sunnyvale, California and Mexicali, Mexico 
facilities are subject to periodic inspections by other regulatory bodies, including third-party auditors on behalf of national 
regulatory authorities. Compliance with multiple regulatory standards is complex, difficult, and costly to maintain, and material 
deficiencies could result in significant limitations on our ability to manufacture, transport, and sell our products in one or more 
countries.
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OUR PRODUCTS ARE SUBJECT TO INTERNATIONAL REGULATORY PROCESSES AND APPROVAL OR 
CERTIFICATION REQUIREMENTS. IF WE DO NOT OBTAIN AND MAINTAIN THE NECESSARY 
REGULATORY REQUIREMENTS, WE WILL NOT BE ABLE TO SELL OUR PRODUCTS IN OTHER 
COUNTRIES.
To be able to sell our products in other countries, we must obtain regulatory approvals or certifications and comply with the 
regulations of those countries, which may differ substantially from those of the U.S. These regulations, including the 
requirements for approvals or certifications and the time required for regulatory review, vary from country to country. 
Obtaining and maintaining foreign regulatory approvals or certifications is complex, and the time to obtain clearances or 
certifications in other countries varies; therefore, we cannot be certain that we will receive regulatory approvals or certifications 
in any other country in which we plan to market our products or obtain such approvals or certifications on a favorable schedule. 
If we fail to obtain or maintain regulatory approval or certification in any other country in which we plan to market our 
products, our ability to generate revenue will be harmed. In particular, if the FDA refuses to provide CFGs, our ability to 
register products or renew such registrations may be delayed or denied.
For instance, one of the most significant changes in the regulatory landscape is in the EU; more specifically, the regulation 
of medical devices has evolved and may be subject to further developments in 2025. The EU Medical Devices Regulation, 
which repealed and replaced the EU Medical Devices Directive, became applicable on May 26, 2021. In accordance with 
transitional provisions, both (i) devices lawfully placed on the market pursuant to the EU Medical Devices Directive prior to 
May 26, 2021, and (ii) legacy devices lawfully placed on the EU market from May 26, 2021, in accordance with the EU 
Medical Devices Regulation transitional provisions may generally continue to be made available on the market or put into 
service until December 31, 2028 (at the very latest and depending on the product risk classification) per the EU Medical 
Devices Regulation extended transitional provisions, provided that the requirements of the transitional provisions are fulfilled. 
However, since May 26, 2021, manufacturers must already comply with a number of new, or reinforced, requirements set forth 
in the EU Medical Devices Regulation, including registration of economic operators and of devices control plan, Periodic 
Safety Update Report (“PSUR”), notify body periodic vigilance report, post-market surveillance, clinical periodic review 
report, and vigilance requirements, such as the Post Market Clinical Follow-Up (“PMCF”) or Clinical Evaluation Plan (“CEP”).
Subject to the transitional provisions, in order to sell our products in EU member states, our products must comply with the 
general safety and performance requirements of the EU Medical Devices Regulation. Compliance with these requirements is a 
prerequisite to be able to affix the CE mark to our products, without which they cannot be sold or marketed in the EU. All 
medical devices placed on the market in the EU must meet the general safety and performance requirements laid down in 
Annex I to the EU Medical Devices Regulation, including the requirement that a medical device must be designed and 
manufactured in such a way that, during normal conditions of use, it is suitable for its intended purpose. It is the responsibility 
of the (manufacturer) Person Responsible for Regulatory Compliance (“PRRC”) to ensure such requirements are fulfilled and in 
place in the company. Medical devices must be safe and effective and must not compromise the clinical condition or safety of 
patients or the safety and health of users and, where applicable, other persons, provided that any risks that may be associated 
with their use constitute acceptable risks when weighed against the benefits to the patient and are compatible with a high level 
of protection of health and safety, taking into account the generally acknowledged state of the art. To demonstrate compliance 
with the general safety and performance requirements, we must undergo a conformity assessment procedure, which varies 
according to the type of medical device and its (risk) classification and may include a technical documentation assessment and 
an onsite audit. Except for low-risk medical devices (Class I), where the manufacturer can self-assess the conformity of its 
products with the general safety and performance requirements (except for any parts that relate to sterility, metrology, or reuse 
aspects), a conformity assessment procedure requires the intervention of a notified body. The notified body would typically 
audit and examine the technical file and the quality system for the manufacture, design, and final inspection of our devices. If 
satisfied that the relevant product conforms to the relevant general safety and performance requirements and we have the 
organizational structure to support it (i.e., PRRC), the notified body issues a certificate of conformity, which the manufacturer 
uses as a basis for its own declaration of conformity. The manufacturer may then apply the CE mark to the device, which allows 
the device to be placed on the market throughout the EU. If we fail to comply with applicable laws and regulations, we would 
be unable to affix the CE mark to our products, which would prevent us from selling them within the EU or any countries 
recognizing the CE mark. The aforementioned EU rules are generally applicable in the EEA.
We have gained certification under the EU Medical Devices Regulation and, where appropriate, maintained our certificates 
granted under the former EU Medical Devices Directive for all medical devices that we intend to continue to market in the EU 
and EEA.
Further, Switzerland, which is the country from which we import our products into the EU and where our EU regulatory 
team is based, has not yet entered into a Mutual Recognition Agreement with the EU that covers the EU Medical Device 
Regulation and allows medical devices to move freely between Switzerland and the EU. Therefore, for future needs, we will 
adjust the manner in which we bring our products into the EU market. Any such adjustments could cause temporary disruptions 
in and have adverse financial implications to our business in Europe.
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In Japan, to date, we received approvals from the Japanese Ministry of Health, Labor and Welfare for our da Vinci Si, Xi, 
X, and SP surgical systems and various associated instruments and accessories for use in certain da Vinci procedures. We may 
seek additional approvals for other products and/or indications; however, there can be no assurance that such approvals will be 
granted. In addition, because not all of our instruments have received product approvals and reimbursement is an additional 
process to generate market acceptance, it is possible that procedures will be adopted slowly or not at all. Sales of our products 
depend, in part, on the extent to which the costs of our products are reimbursed by governmental health administration 
authorities. There are multiple pathways to obtain reimbursement for procedures including those that require in-country clinical 
data and which are considered for reimbursed status in April of even-numbered years. If we are not successful in obtaining the 
necessary reimbursement approvals or obtaining approvals for future products and procedures, then the demand for our 
products could be limited. These limitations could eliminate a significant market opportunity for our products in Japan.
In China, our capital sales are subject to importation authorizations and purchasing tender processes. In June 2023, the 
China National Health Commission published the 2023 Quota. Under the 2023 Quota, the government will allow for the sale of 
559 new surgical robots into China, which could include da Vinci surgical systems as well as surgical systems introduced by 
others. As of December 31, 2024, including systems that were sold in prior quarters, we have placed 121 da Vinci surgical 
systems under the 2023 Quota. Our ability to track the number of systems that could be sold under these quotas in the future is 
limited by provincial and national agencies making such information publicly available. Future system sales and our ability to 
grow future procedure volumes are dependent on the completion of these purchasing tender authorizations. The timing and 
magnitude of these future authorizations, which may determine our system placements in future years, is not certain, and we 
expect to continue to experience variability in the timing of capital sales in China.
CHANGES IN HEALTHCARE LEGISLATION AND POLICY MAY HAVE AN ADVERSE EFFECT ON OUR 
BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.
In the U.S., there have been, and continue to be, a number of legislative initiatives to contain healthcare costs. In March 
2010, the ACA was enacted, which made changes that have impacted and are expected to significantly impact the 
pharmaceutical and medical device industries.
The ACA contained a number of provisions designed to generate the revenues necessary to fund health insurance coverage 
expansions among other things. This included a number of Medicare payment system reforms, including a national pilot 
program on payment bundling to encourage hospitals, physicians, and other providers to improve the coordination, quality, and 
efficiency of certain healthcare services through bundled payment models and appropriated funding for comparative 
effectiveness research.
Since its enactment, there have been judicial, executive branch, and Congressional challenges to certain aspects of the 
ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA brought by several 
states without specifically ruling on the constitutionality of the ACA. Thus, the ACA will remain in effect in its current form.
In addition, other legislative changes have been proposed and adopted since the ACA became law. These changes included 
an aggregate reduction in Medicare payments, which went into effect on April 1, 2013, and will remain in effect through 2032, 
unless additional Congressional action is taken, with the exception of a temporary suspension due to the COVID-19 pandemic 
from May 1, 2020, through March 31, 2022. Individual states in the U.S. have also become increasingly aggressive in passing 
legislation and implementing regulations designed to control product pricing, including price or patient reimbursement 
constraints and discounts, and require marketing cost disclosure and transparency measures.
We expect additional state and federal healthcare reform measures to be adopted in the future that could have a material 
adverse effect on our industry generally and on our customers. Any changes to, or uncertainty with respect to, future 
reimbursement rates or changes in hospital admission rates could impact our customers’ demand for our products and services, 
which, in turn, could have a material adverse effect on our business, financial condition, or results of operations.
Further, the federal, state, and local governments, Medicare, Medicaid, managed-care organizations, and foreign 
governments have, in the past, considered, are currently considering, and may, in the future, consider healthcare policies and 
proposals intended to curb rising healthcare costs, including those that could significantly affect both private and public 
reimbursement for healthcare services. Future significant changes in the healthcare systems in the U.S. or other countries, 
including retroactive and prospective rate and coverage criteria changes, competitive bidding or tender processes for certain 
products and services, and other changes intended to reduce expenditures along with uncertainty about whether and how 
changes may be implemented, could have a negative impact on the demand for our products. We are unable to predict whether 
other healthcare policies, including policies stemming from legislation or regulations affecting our business may be proposed or 
enacted in the future, what effect such policies would have on our business, or what effect ongoing uncertainty about these 
matters will have on the purchasing decisions of our customers.
For instance, in December 2021, the EU Regulation No. 2021/2282 on Health Technology Assessment, amending 
Directive 2011/24/EU, was adopted. While the Regulation entered into force in January 2022, it will only begin to apply from 
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January 2028 onwards, with preparatory and implementation-related steps to take place in the interim. Once applicable, it will 
have a phased implementation depending on the concerned products. This Regulation intends to boost cooperation among EU 
member states in assessing health technologies, including certain high-risk medical devices, and provide the basis for 
cooperation at the EU level for joint clinical assessments in these areas. It will permit EU member states to use common HTA 
tools, methodologies, and procedures across the EU, working together in four main areas, including joint clinical assessment of 
the innovative health technologies with the highest potential impact for patients, joint scientific consultations whereby 
developers can seek advice from HTA authorities, identification of emerging health technologies to identify promising 
technologies early, and continuing voluntary cooperation in other areas. Individual EU member states will continue to be 
responsible for assessing non-clinical (e.g., economic, social, ethical, etc.) aspects of health technology and making decisions 
on pricing and reimbursement.
WE ARE SUBJECT TO FEDERAL, STATE, AND FOREIGN LAWS GOVERNING OUR BUSINESS PRACTICES, 
WHICH, IF VIOLATED, COULD RESULT IN SUBSTANTIAL PENALTIES. ADDITIONALLY, CHALLENGES 
TO, OR INVESTIGATION INTO, OUR PRACTICES COULD CAUSE ADVERSE PUBLICITY AND BE COSTLY 
TO RESPOND TO AND, THUS, COULD HARM OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF 
OPERATIONS.
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to track and disclose the source of any 
tantalum, tin, gold, and tungsten used in manufacturing that may originate in the Democratic Republic of the Congo or 
adjoining regions (so called “conflict minerals”). These metals are central to the technology industry and are present in some of 
our products as component parts. In most cases, no acceptable alternative material exists that has the necessary properties that 
our products require. Because it is not possible to determine the source of the metals by analysis, we must obtain a good faith 
description of the source of the intermediate components and raw materials from parties in our supply chain. The components 
that incorporate those metals may originate from many sources, and we purchase fabricated products from manufacturers who 
may have a long and difficult-to-trace supply chain. As the spot price of these materials varies, producers of the metal 
intermediates can be expected to change the mix of sources used. Accordingly, components and assemblies we buy may have a 
mix of sources as their origin. We are required to carry out a diligent effort to determine and disclose the source of these 
materials. There can be no assurance that we can obtain this information accurately or reliably, or at all, from intermediate 
producers who may be unwilling or unable to provide this information or further identify their sources of supply or to notify us 
if these sources change. In addition, these metals are subject to price fluctuations and shortages that can affect our ability to 
obtain the manufactured materials that we rely on at favorable terms or from consistent sources. These changes could have an 
adverse impact on our ability to manufacture and market our devices and products.
We are subject to healthcare regulation and enforcement by the federal government and the states and foreign governments 
where we conduct our business. The healthcare laws and regulations that may affect our ability to operate include the federal 
Anti-Kickback Statute, which prohibits the payment of remuneration to induce or reward hospitals, physicians, or other 
healthcare professionals either to refer patients or to purchase, lease, order, or arrange for or recommend the purchase, lease, or 
order of healthcare products or services for which payment may be made under the federal healthcare programs, such as 
Medicare, Medicaid, and other third-party payor programs. Further, a person or entity does not need to have actual knowledge 
of this statute or specific intent to violate it in order to have committed a violation. Similar laws must be complied with at the 
state level and in foreign jurisdictions.
We must comply with the federal civil and criminal false claims laws, including the federal False Claims Act, and civil 
monetary penalties laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to 
be presented, claims for payment from Medicare, Medicaid, or other federal healthcare programs that are false or fraudulent. 
Although we do not submit claims directly to government payors, manufacturers can be held liable under the federal False 
Claims Act if they are deemed to “cause” the submission of false or fraudulent claims by, for example, providing inaccurate 
billing or coding information to customers or promoting a product off-label. In addition, the government may assert that a claim 
including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim 
for purposes of the False Claims Act.
The Health Insurance Portability and Accountability Act of 1996, which created additional federal criminal statutes 
prohibit, among other things, executing a scheme to defraud any healthcare benefit program and making false statements 
relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual 
knowledge of the statute or specific intent to violate it to have committed a violation.
These laws may affect our sales, marketing, and other promotional activities by limiting the kinds of financial 
arrangements that we may have with hospitals, physicians, or other potential purchasers of our products. They particularly 
impact how we structure our sales offerings, including discount practices, customer support, speaker, education, and training 
programs, physician consulting, and other service arrangements. These laws are broadly written, and it is often difficult to 
determine precisely how these laws will be applied to specific circumstances. Violating anti-kickback laws and false claims 
laws can result in civil and criminal fines and penalties, which can be substantial and include monetary damages and penalties, 
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imprisonment, and exclusion from government healthcare programs. Even an unsuccessful challenge or investigation into our 
practices could cause adverse publicity and be costly to defend and, thus, could harm our business, financial condition, or 
results of operations.
The federal Physicians Payments Sunshine Act imposes reporting and disclosure requirements on certain device 
manufacturers for any “transfer of value” made or distributed to physicians (including family members), as defined by statute, 
certain non-physician practitioners, including physician assistants and nurse practitioners, and teaching hospitals. Such 
information must be made publicly available in a searchable format. In addition, device manufacturers are required to report 
and disclose any ownership or investment interests held by physicians and their immediate family members, as well as any 
transfers of value made to such physician owners and investors, during the preceding calendar year. Similar requirements apply 
in foreign jurisdictions. Failure to submit required information may result in civil monetary penalties for all payments, transfers 
of value, or ownership or investment interests not reported in an annual submission. Device manufacturers are required to 
submit reports to CMS by the 90th day of each calendar year.
Many states have similar laws and regulations, such as anti-kickback and false claims laws, which may be broader in scope 
and may apply regardless of payor, in addition to items and services reimbursed under Medicaid and other state programs. 
Certain states mandate implementation of commercial compliance programs to ensure compliance with these laws, impose 
restrictions on device manufacturer marketing practices, and/or require the tracking and reporting of gifts, compensation, and 
other remuneration to physicians or marketing expenditures and pricing information. The shifting commercial compliance 
environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with 
different compliance and/or reporting requirements increases the possibility that a healthcare company may be found out of 
compliance with one or more of the requirements, subjecting us to significant civil monetary penalties.
Additionally, to the extent that our product is sold in a foreign country, we may be subject to similar foreign laws.
Compliance with complex foreign and U.S. laws and regulations that apply to our OUS operations increases our cost of 
doing business in foreign jurisdictions and could expose us or our employees to fines and penalties in the U.S. and/or abroad. 
These numerous, and sometimes conflicting, laws and regulations include U.S. laws, such as the FCPA, and similar laws in 
other countries, such as the UK Bribery Act. Violations of these laws and regulations could result in fines, criminal sanctions 
against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Although 
we have implemented policies and procedures designed to ensure compliance with these laws, there can be no assurance that 
our employees, contractors, or agents will not violate our policies.
Our operations are subject to certain antitrust and competition laws in the jurisdictions in which we conduct our business, 
in particular the U.S. and the EU. These laws prohibit, among other things, anticompetitive agreements and practices. If any of 
our commercial agreements or practices are found to violate or infringe such laws, we may be subject to civil and other 
penalties. We may also be subject to third-party claims for damages. Further, agreements that infringe upon these antitrust and 
competition laws may be void and unenforceable, in whole or in part, or require modification in order to be lawful and 
enforceable. If we are unable to enforce our commercial agreements, whether at all or in material part, our business, financial 
condition, or results of operations could be adversely affected.
We are also subject to claims, lawsuits, and government investigations involving labor and employment. Such claims, 
lawsuits, and government investigations are inherently uncertain. Regardless of the outcome, any of these types of legal 
proceedings can have an adverse impact on us because of legal costs, diversion of management resources, and other factors.
We are also exposed to the risk that our employees, independent contractors, consultants, manufacturers, suppliers, and any 
other third parties that we may engage in connection with the development and commercialization of our products may engage 
in fraudulent or illegal activity. Misconduct by these parties could include intentional, reckless, and/or negligent conduct or 
disclosure of unauthorized activities to us that violates: (i) the laws of the FDA and other similar regulatory authorities, 
including those laws requiring the reporting of true, complete, and accurate information to such authorities; (ii) manufacturing 
standards; (iii) data privacy, security, fraud, and abuse laws and regulations; or (iv) laws that require the true, complete, and 
accurate reporting of financial information or data. Activities subject to these laws could also involve the improper use or 
misrepresentation of information obtained in the course of clinical trials or the creation of fraudulent data in clinical trials, 
which could result in regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and 
deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not 
be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other 
actions or lawsuits stemming from a failure to comply with such laws or regulations.
Additionally, we are subject to the risk that a person or government could allege fraud or other misconduct, even if none 
occurred. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, 
those actions could have a significant impact on our business or results of operations, including the imposition of significant 
civil, criminal, and administrative penalties, damages, monetary fines, disgorgements, possible exclusion from participation in 
Medicare, Medicaid, other U.S. federal healthcare programs, or healthcare programs in other jurisdictions, integrity oversight 
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and reporting obligations to resolve allegations of non-compliance, imprisonment, other sanctions, contractual damages, 
reputational harm, diminished profits and future earnings, and curtailment of our operations.
IF HOSPITALS AND OTHER SURGICAL FACILITIES DO NOT CONTINUE TO MEET FEDERAL, STATE, OR 
OTHER REGULATORY STANDARDS, THEY MAY BE REQUIRED TO TEMPORARILY CEASE ALL OR PART 
OF THEIR SYSTEM UTILIZATION.
Our global customers are subject to periodic inspection by regulatory authorities. Our customers are required to comply 
with applicable regulations, including with respect to the reprocessing of our instruments and accessories. Hospitals may not 
follow cleaning and sterilization instructions properly, or equipment used for cleaning and sterilization may malfunction or be 
used improperly. If our customers deviate from cleaning and sterilization instructions, regulatory authorities may require them 
to suspend the use of our systems.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY
IF WE ARE UNABLE TO FULLY PROTECT AND SUCCESSFULLY DEFEND OUR INTELLECTUAL 
PROPERTY FROM USE BY THIRD PARTIES, OUR ABILITY TO COMPETE IN THE MARKET MAY BE 
HARMED.
Our commercial success depends in part on obtaining patent protection for the proprietary technologies contained in our 
products and on successfully defending our patents against infringing products and/or services in litigation or administrative 
proceedings, including patent oppositions, reviews, or reexaminations. We incur substantial costs in obtaining patents and, if 
necessary, defending our patent rights. We do not know whether we will be successful in obtaining the desired patent protection 
for our new proprietary technologies or that the protection we do obtain will be found valid and enforceable when challenged. 
The success of defending our proprietary rights can be highly uncertain, because it involves complex and often evolving legal 
issues and procedures that are dependent on the particular facts of each case.
In addition to patents, we also rely on other intellectual property rights, such as trade secret, copyright, and trademark laws 
to protect proprietary technologies. We further utilize nondisclosure agreements and other contractual provisions as well as 
technical measures to protect our proprietary technologies. Nevertheless, these measures may be inadequate in protecting our 
technologies. If these measures prove to be inadequate in protecting our technologies, our competitive advantages may be 
reduced. Moreover, we may not have adequate remedies for potential breaches by employees, consultants, and others who 
participate in developing our proprietary technologies against their agreements with us regarding intellectual property. As a 
result, our trade secrets may be lost. Notwithstanding our efforts to protect our intellectual property, our competitors may 
independently develop similar or alternative technologies or products that are equal to or superior to our technologies without 
infringing any of our intellectual property, which would harm our ability to compete in the market.
As foreign markets become more significant in revenue for us, our foreign operations and strategic alliances with foreign 
entities will likely increase. Our exposure to risks associated with these operations requires us to increase our reliance on 
protecting our intellectual property against infringing products and/or services in markets outside of the U.S. The laws and 
judicial systems in these countries may introduce yet another level of uncertainty in our effort to obtain the desired protection as 
well as defending our rights.
OTHERS MAY BE SUCCESSFUL IN ASSERTING THAT OUR PRODUCTS INFRINGE THEIR INTELLECTUAL 
PROPERTY RIGHTS, WHICH MAY CAUSE US TO PAY SUBSTANTIAL DAMAGES AND/OR ENJOIN US 
FROM COMMERCIALIZING OUR PRODUCTS.
As we continue to introduce and commercialize new products and technologies, there may be U.S. and foreign patents 
issued to third parties that relate to our products. Some of these patents may be broad enough to cover one or more aspects of 
our products. We do not know whether any of these patents, if challenged, would be held valid, enforceable, and infringed. 
From time to time, we receive, and likely will continue to receive, letters from third parties accusing us of infringing and/or 
inviting us to license their patents. We may be sued by, or become involved in an administrative proceeding with, one or more 
of these third parties.
We cannot be certain that a court or administrative body would agree with any arguments or defenses that we may have 
concerning invalidity, unenforceability, or non-infringement of any third-party patent. In addition, other parties may have filed 
or will file patent applications covering products that are similar to or identical to ours. We cannot be certain that patents 
issuing from our own patent applications covering our products will have a priority date over any patents issuing from 
applications filed by a third party.
The medical device industry has experienced extensive intellectual property litigation and administrative proceedings. If 
third parties assert infringement claims or institute administrative proceedings against us, our technical and management 
personnel will need to spend significant time and effort, and we will incur large expenses in defending against these attacks. We 
cannot be certain that we will prevail in defending against infringement, validity, or enforceability claims against us. If 
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plaintiffs in patent administrative proceedings are successful, our patent portfolio may be adversely affected. If plaintiffs in any 
patent action are successful, we may be enjoined from selling or importing our products, we may have to pay substantial 
damages, including treble damages, or we may be required to obtain a license that requires us to pay substantial royalties or 
relocate our manufacturing facilities. In addition, any public announcements related to litigation or administrative proceedings 
initiated or threatened against us could cause our stock price to decline.
OUR PRODUCTS MAY RELY ON LICENSES FROM THIRD PARTIES, WHICH MAY NOT BE AVAILABLE TO 
US ON COMMERCIALLY REASONABLE TERMS OR AT ALL. IF WE LOSE ACCESS TO THESE 
TECHNOLOGIES, OUR REVENUES COULD DECLINE.
Our products may rely on technology that we license from others, including technology that is integral to our products. 
There is no assurance that we can obtain or retain licenses on acceptable terms or at all. The license agreements we have entered 
into with several industry partners may be terminated for breach. If any of these agreements are terminated, we may be unable 
to reacquire the necessary license on satisfactory terms or at all. The failure to obtain, retain, or maintain licenses could prevent 
or delay further development or commercialization of our products, which may have a material adverse effect on our business, 
financial condition, or results of operations.
GENERAL RISK FACTORS
OUR FUTURE OPERATING RESULTS MAY BE BELOW EXPECTATIONS, WHICH COULD CAUSE OUR 
STOCK PRICE TO DECLINE.
Due to the nascent nature of our industry, we have limited insight into trends that may emerge in our market and affect our 
business. The revenue and income potential of our market are unproven, and we may be unable to maintain or grow our revenue 
or income. Our products typically have lengthy sales cycles. In addition, our costs may be higher than we anticipated. If we fail 
to generate sufficient revenues or our costs are higher than we expect, our results of operations may be materially adversely 
affected. Further, future revenue from sales of our products is difficult to forecast, because the market for new surgical 
technologies is still evolving. Our results of operations could be impacted by numerous factors, including:
•
the extent to which our products achieve and maintain market acceptance;
•
actions relating to regulatory matters;
•
product quality and supply problems;
•
inflationary pressures on the cost of producing and distributing our products;
•
our timing and ability to develop our manufacturing and sales and marketing capabilities;
•
demand for our products;
•
the utilization of our systems placed under usage-based operating lease arrangements;
•
the size and timing of particular sales and any collection delays related to those sales;
•
the progress of surgical training in the use of our products;
•
our ability to develop, introduce, and market new or enhanced versions of our products on a timely basis;
•
third-party payor reimbursement policies;
•
our ability to protect our proprietary rights and defend against third-party challenges;
•
our ability to license additional intellectual property rights; and
•
the progress and results of any clinical trials.
Our operating results in any particular period will not be a reliable indication of our future performance. It is possible that, 
in future periods, our operating results will be below the expectations of securities analysts or investors. If this occurs, the price 
of our common stock and the value of your investment will likely decline.
OUR STOCK PRICE HAS BEEN, AND WILL LIKELY CONTINUE TO BE, VOLATILE.
The market price of our common stock has experienced fluctuations and may fluctuate significantly in the future. For 
example, during 2022, the adjusted closing price of our common stock reached a high of $360.00 and a low of $183.06; during 
2023, it reached a high of $354.93 and a low of $224.75; and, during 2024, it reached a high of $550.62 and a low of $322.13. 
Our stock price can fluctuate for a number of reasons, including:
•
announcements about us or our competitors;
•
variations in our operating results and financial guidance;
•
our introduction or abandonment of new technologies or products;
•
regulatory approvals and enforcement actions;
•
changes in our product pricing policies;
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•
changes in earnings estimates or recommendations by analysts;
•
economic changes and overall market volatility;
•
announcements relating to product quality and the supply chain for our products;
•
litigation;
•
media coverage, whether accurate or inaccurate, fair or misleading;
•
political uncertainties;
•
short sales on shares of our common stock or other activities by short sellers; and
•
our stock repurchase program.
Future stock repurchase programs will be contingent on a variety of factors, including our financial condition, results of 
operations, and business requirements. There can be no assurance that we will continue repurchasing our common stock in the 
future, consistent with historical levels or at all, or that our stock repurchase programs will have a beneficial impact on our 
stock price.
In addition, stock markets generally have experienced, and in the future may experience, significant price and volume 
volatility. This volatility has a substantial effect on the market prices of securities of many public companies for reasons 
frequently unrelated or disproportionate to the operating performance of the specific companies. Further, the securities of many 
medical device companies, including us, have historically been subject to extensive price and volume fluctuations that may 
affect the market price of their common stock. If these broad market fluctuations continue, it may have a material adverse 
impact on the market price of our common stock.
CHANGES TO FINANCIAL ACCOUNTING STANDARDS MAY AFFECT OUR REPORTED RESULTS OF 
OPERATIONS.
A change in accounting standards can have a significant effect on our reported results and may retroactively affect 
previously reported results. New accounting pronouncements and varying interpretations of accounting pronouncements have 
occurred and may occur in the future. Changes to existing standards or the reevaluation of current practices may adversely 
affect our reported financial results or the way we conduct our business.
ITEM 1B. 
UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. 
CYBERSECURITY
CYBERSECURITY RISK MANAGEMENT AND STRATEGY
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, 
integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a 
cybersecurity incident response plan.
We design and assess our program based on various cybersecurity frameworks, such as the National Institute of Standards 
and Technology (“NIST”) and the Center for Internet Security (“CIS”), as well as information security standards issued by the 
International Organization for Standardization, including ISO 27001 and ISO 27002. In 2022, our cybersecurity systems and 
processes achieved ISO 27001 certification. We use these cybersecurity frameworks and information security standards as a 
guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares 
common methodologies, reporting channels, and governance processes that apply across the enterprise risk management 
program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program includes:
•
risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, 
services, and our broader enterprise information technology environment;
•
a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security 
controls, and (3) our response to cybersecurity incidents;
•
the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security 
controls;
•
cybersecurity awareness training for our employees, incident response personnel, and senior management;
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•
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
•
a third-party risk management process for service providers, suppliers, and vendors.
We have not identified any risks from known cybersecurity threats, including as a result of any prior cybersecurity 
incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business 
strategy, results of operations, or financial condition.
CYBERSECURITY GOVERNANCE
Our Board considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity 
and other information technology risks to the Audit Committee. The Audit Committee oversees management’s implementation 
of the cybersecurity risk management program.
The Audit Committee receives quarterly reports from management on our cybersecurity risks. In addition, management 
updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser 
potential impact.
The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full 
Board also receives briefings from management on our cybersecurity risk management program. Board members receive 
presentations on cybersecurity topics from our IT management team, internal security staff, or external experts as part of the 
Board’s continuing education. Seven members of our Board have information security expertise, including Joseph C. Beery, 
Lewis Chew, Gary S. Guthart, Ph.D., Amal M. Johnson, Sreelakshmi Kolli, Keith R. Leonard, Jr., and Mark J. Rubash.
 Our management team, including our IT management team, is responsible for assessing and managing our material risks 
from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and 
supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team 
has certifications from various organizations, such as ISC2 (Certified Information Security Systems Professional or “CISSP”), 
Global Information Assurance (“GIAC”), and the EC-Council.
Our management team oversees efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through 
various means, which may include briefings from internal security personnel, threat intelligence and other information obtained 
from governmental, public, or private sources, including external consultants engaged by us, and alerts and reports produced by 
security tools deployed in the information technology environment.
ITEM 2. 
PROPERTIES
As of December 31, 2024, we own approximately 2.1 million square feet of space on 128 acres of land in Sunnyvale, 
California, where we house our principal headquarters, research and development, service, and support functions, as well as 
certain of our manufacturing operations.
Outside of Sunnyvale, California, we own facilities in other U.S. locations that are used for sales, training, manufacturing, 
engineering, and administrative functions, including approximately 1.1 million square feet of space on 69 acres of land in 
Peachtree Corners, Georgia. We also lease approximately 740,000 square feet of space for certain manufacturing, engineering, 
warehousing, and support functions at various locations in the U.S.
Outside of the U.S., we own and/or lease properties in Mexicali, Mexico, Germany, and Bulgaria, primarily for 
manufacturing operations, and Aubonne, Switzerland, primarily for our international headquarters. In China, our Joint Venture 
leases facilities for research and development, manufacturing, and sales operations. In Israel, we lease facilities for research and 
development. In addition, we lease various international facilities for sales and other operations.
ITEM 3. 
LEGAL PROCEEDINGS
The information included in Note 8 to the Consolidated Financial Statements included in Part II, Item 8 of this report is 
incorporated herein by reference.
ITEM 4. 
MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5.  
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND 
ISSUER PURCHASES OF EQUITY SECURITIES
COMMON STOCK
Our common stock is traded on The Nasdaq Global Select Market under the symbol “ISRG.”
As of January 27, 2025, there were 124 stockholders of record of our common stock, although there are a significantly 
larger number of beneficial owners of our common stock.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. We currently intend to retain earnings for use in 
the operation and expansion of our business. In addition, we may use a portion of our retained earnings to repurchase shares of 
our common stock, if appropriate.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Please see Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” 
under Part III of this Annual Report on Form 10-K for information on where to find information required by Item 201(d) of 
Regulation S-K.
RECENT SALES OF UNREGISTERED SECURITIES
None.
ISSUER PURCHASES OF EQUITY SECURITIES
The table below summarizes our common stock repurchase activity for the quarter ended December 31, 2024.
Fiscal Period
Total Number of
Shares
Repurchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased As
Part of a Publicly
Announced Program
Approximate Dollar
Amount of Shares That
May Yet be Purchased
Under the Program (1)
October 1 to October 31, 2024
 
— $ 
—  
— $ 
1.1  billion
November 1 to November 30, 2024
 
— $ 
—  
— $ 
1.1  billion
December 1 to December 31, 2024
 
— $ 
—  
— $ 
1.1  billion
Total during quarter ended December 31, 2024
 
— $ 
—  
— 
(1)
Since March 2009, we have had an active stock repurchase program (the “Repurchase Program”). As of December 31, 2024, our Board of Directors (our 
“Board”) had authorized an aggregate amount of up to $10.0 billion for stock repurchases, of which the most recent authorization occurred in July 2022, 
when our Board increased the authorized amount available under our Repurchase Program to $3.5 billion. The remaining amount available to repurchase 
shares under the authorized Repurchase Program as of December 31, 2024, was $1.1 billion. The authorized Repurchase Program does not have an 
expiration date.
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STOCK PERFORMANCE GRAPH
This graph is not “soliciting material” or deemed “filed” with the SEC or subject to Regulation 14A or 14C (17 CFR 
240.14a-1–240.14a-104 or 240.14c-1–240.14c-101) for purposes of Section 18 of the Exchange Act, or otherwise subject to 
liabilities under that Section, and shall not be deemed incorporated by reference into any filings of Intuitive Surgical, Inc. 
under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general 
incorporation language in any such filing.
The graph set forth below compares the cumulative total stockholder return on our common stock between December 31, 
2019, and December 31, 2024, with the cumulative total return of (i) the Nasdaq Composite Index, (ii) the S&P 500 Healthcare 
Index, and (iii) the S&P 500 Index over the same period. This graph assumes an investment of $100.00 on December 31, 2019, 
in our common stock, the Nasdaq Composite Index, the S&P Healthcare Index, and the S&P 500 Index and assumes the re-
investment of dividends, if any.
The comparisons shown in the graph below are based on historical data. We caution that the stock price performance 
shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our 
common stock.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG INTUITIVE, NASDAQ 
COMPOSITE, S&P HEALTHCARE INDEX, AND S&P 500 INDEX
Intuitive Surgical, Inc.
NASDAQ Composite
S&P 500 Healthcare Index
S&P 500 Index
2019
2020
2021
2022
2023
2024
$100
$150
$200
$250
$300
December 31,
2019
2020
2021
2022
2023
2024
Intuitive Surgical, Inc.
$ 
100.00 $ 
138.39 $ 
182.34 $ 
134.66 $ 
171.21 $ 
264.89 
Nasdaq Composite
$ 
100.00 $ 
144.92 $ 
177.06 $ 
119.45 $ 
172.77 $ 
223.87 
S&P 500 Healthcare Index
$ 
100.00 $ 
111.43 $ 
138.35 $ 
133.44 $ 
133.85 $ 
135.06 
S&P 500 Index
$ 
100.00 $ 
118.40 $ 
152.39 $ 
124.79 $ 
157.59 $ 
197.02 
ITEM 6.
[RESERVED]
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ITEM 7. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS
Overview
Open surgery remains a prevalent form of surgery and is used in almost every area of the body. However, the large 
incisions required for open surgery create trauma to patients, typically resulting in longer hospitalization and recovery times, 
increased hospitalization costs, and additional pain and suffering relative to minimally invasive surgery, where MIS is available. 
For over four decades, MIS has reduced trauma to patients by allowing selected surgeries to be performed through small ports 
rather than large incisions. MIS has been widely adopted for certain surgical procedures.
Da Vinci surgical systems enable surgeons to extend the benefits of MIS to many patients who would otherwise undergo a 
more invasive surgery by using computational, robotic, and imaging technologies to overcome many of the limitations of 
traditional open surgery or conventional MIS. Surgeons using a da Vinci surgical system operate while seated comfortably at a 
console viewing a 3D, high-definition image of the surgical field. This immersive console connects surgeons to the surgical 
field and their instruments. While seated at the console, the surgeon manipulates instrument controls in a natural manner, 
similar to open surgical technique. Our technology is designed to provide surgeons with a range of articulation of the surgical 
instruments used in the surgical field analogous to the motions of a human wrist, while filtering out the tremor inherent in a 
surgeon’s hand. In designing our products, we focus on making our technology easy and safe to use.
Our da Vinci products fall into five broad categories: da Vinci surgical systems, da Vinci instruments and accessories, da 
Vinci stapling, da Vinci energy, and da Vinci vision, including Firefly fluorescence imaging systems and da Vinci endoscopes. 
We provide a comprehensive suite of systems, learning, and services offerings. Digitally enabled for nearly three decades, these 
three offerings aim to decrease variability by providing dependable, consistent functionality and an integrated user experience. 
Our systems category includes robotic platforms, software, vision, energy, and instruments and accessories. Our learning 
category includes learning and enabling technology, such as simulation and telepresence, as well as technical training programs 
and personalized peer-to-peer learning opportunities. We have a global network of field service engineers and distributors 
through which we deliver a suite of services, including installation, repair, maintenance, around-the-clock technical support, 
and system monitoring. We also offer customized analytics and consultation to hospitals for program optimization.
We have commercialized the following da Vinci surgical systems: the da Vinci standard surgical system in 1999, the da 
Vinci S surgical system in 2006, the da Vinci Si surgical system in 2009, the fourth-generation da Vinci Xi surgical system in 
2014, and the fifth-generation da Vinci 5 surgical system in 2024. We extended our fourth-generation platform by adding the da 
Vinci X surgical system, commercialized in 2017, and the da Vinci SP surgical system, commercialized in 2018. The da Vinci 
SP surgical system accesses the body through a single incision, while the other da Vinci surgical systems access the body 
through multiple incisions. All da Vinci systems include a surgeon’s console (or consoles), imaging electronics, a patient-side 
cart, and computational hardware and software.
We are in the early stages of launching our da Vinci SP surgical system, and we have an installed base of 273 da Vinci SP 
surgical systems as of December 31, 2024. We have received FDA clearance for the da Vinci SP surgical system for urologic, 
colorectal, general thoracoscopic, and certain transoral procedures. Additionally, the da Vinci SP surgical system has received 
regulatory clearance in South Korea for a broad set of procedures. The da Vinci SP surgical system has also received regulatory 
clearance in Japan for the same set of procedures that are currently allowed with the da Vinci Xi surgical system in Japan. In 
January 2024, the da Vinci SP surgical system received European certification in accordance with Regulation (EU) 2017/745 of 
the European Parliament and of the Council of 5 April 2017 on medical devices (the “EU MDR”) for use in endoscopic 
abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, and breast surgical procedures, and we are 
commercializing the da Vinci SP surgical system in select major European countries as part of a measured rollout strategy. In 
August 2024, we obtained regulatory clearance in Taiwan for our da Vinci SP surgical system for use in endoscopic 
abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, transanal total mesorectal excision, and breast 
surgical procedures. We plan to seek FDA clearances for additional indications for the da Vinci SP surgical system and expand 
the system’s regulatory approvals (including for additional indications) in other OUS markets over time. The success of the da 
Vinci SP surgical system is dependent on positive experiences and improved clinical outcomes for the procedures for which it 
has been cleared as well as securing additional clinical clearances.
In March 2024, we obtained FDA clearance for our da Vinci 5 surgical system, our next-generation multi-port robotic 
system, for use in all surgical specialties and procedures indicated for da Vinci Xi, except for cardiac and pediatric indications. 
In October 2024, we obtained regulatory clearance in South Korea for the da Vinci 5 surgical system for use in urologic, 
general, gynecologic, thoracoscopic, thoracoscopically-assisted cardiotomy, and transoral otolaryngology surgical procedures. 
We are in the early stages of launching da Vinci 5, and we have an installed base of 362 da Vinci 5 surgical systems as of 
December 31, 2024. We are in the midst of a phased launch over several quarters, giving us time to mature our supply and 
manufacturing processes for the new system. Additionally, we are in the regulatory process in Japan and Europe for da Vinci 5.
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We offer approximately 70 different multi-port da Vinci instruments to provide surgeons with flexibility in choosing the 
types of tools needed to perform a particular surgery. These multi-port instruments are generally robotically controlled and 
provide end effectors (tips) that are similar to those used in either open or laparoscopic surgery. We offer advanced 
instrumentation for the da Vinci 5, da Vinci X, and da Vinci Xi surgical systems, including da Vinci energy and da Vinci 
stapler products, to provide surgeons with sophisticated, computer-aided tools to precisely and efficiently interact with tissue. 
The da Vinci 5, da Vinci X, and da Vinci Xi surgical systems generally share the same instruments, whereas the da Vinci Si 
surgical system uses instruments that are not compatible with the da Vinci 5, da Vinci X, and da Vinci Xi systems. 
Additionally, we have introduced a unique set of force feedback instruments that are only compatible with our da Vinci 5 
surgical system. We also currently offer nine core instruments on our da Vinci SP surgical system. We plan to expand our da 
Vinci SP instrument offering over time.
Our learning and enabling technology offerings facilitate access to education and training on our products. Our enabling 
technologies include telepresence and Advanced Insights Suite (which includes Case Insights and Insights Engine), and our 
learning technology solutions include Intuitive Learning, SimNow, customized training models, remote case observations, and 
remote proctoring.
In 2019, we commercialized our Ion endoluminal system, which is a flexible, robotic-assisted, catheter-based platform that 
utilizes instruments and accessories for which the first cleared indication is minimally invasive biopsies in the lung. Our Ion 
system extends our commercial offering beyond surgery into diagnostic, endoluminal procedures. The system features an ultra-
thin, ultra-maneuverable catheter that can articulate 180 degrees in all directions and allows navigation far into the peripheral 
lung and provides the stability necessary for precision in a biopsy. Many suspicious lesions found in the lung may be small and 
difficult to access, which can make diagnosis challenging, and Ion helps physicians obtain tissue samples from deep within the 
lung, which could help enable earlier diagnosis. Our Ion endoluminal system has received FDA clearance, and OUS regulatory 
clearances include European certification in accordance with the EU MDR, regulatory clearance in South Korea, and NMPA 
regulatory clearance in China. We plan to seek additional clearances, approvals, and certifications for our Ion endoluminal 
system in OUS markets over time.
The success of new product introductions depends on a number of factors including, but not limited to, pricing, 
competition, geographic market and consumer acceptance, the effective forecasting and management of product demand, 
inventory levels, the management of manufacturing and supply costs, and the risk that new products may have quality or other 
defects in the early stages of introduction.
Macroeconomic Environment
Our future results of operations and liquidity could be materially adversely affected by uncertainty surrounding 
macroeconomic and geopolitical factors in the U.S. and globally characterized by the supply chain environment, inflationary 
pressure, elevated interest rates, disruptions in the commodities’ markets as a result of the conflict between Russia and Ukraine 
and conflicts in the Middle East, including Israel and Iran, and the introduction of or changes in tariffs or trade barriers.
Supply chain constraints have generally improved to pre-COVID-19 pandemic levels, with some isolated residual stresses, 
particularly for engineered raw materials and at certain subcontract suppliers that are operationally challenged to meet our 
production requirements. These isolated instances did not have a material impact during 2024. Additionally, material and labor 
prices to produce some components remain elevated from historical levels due to market dynamics, demand mix, or general 
cost inflation within the supply chain. With elevated interest rates, access to credit is more difficult, and any insolvency of 
certain suppliers, including sole- and single-sourced suppliers, may have heightened continuity risks. Incidents of cybersecurity 
breaches, which have not significantly impacted our supply chain to date, also remain an active threat to sustained supply 
continuity. We are actively engaged in activities that seek to mitigate the impact of any supply chain risks and disruptions on 
our operations.
Some hospitals continue to experience challenges with staffing and cost pressures that could affect their ability to provide 
patient care. Additionally, certain hospitals are facing significant financial pressure as supply chain constraints and inflation 
have driven up operating costs and elevated interest rates have made access to credit more expensive. Hospitals may also be 
adversely affected by the liquidity concerns as a result of the broader macroeconomic environment. Any or all of these factors 
could negatively impact the number of da Vinci procedures performed or surgical systems placed and have a material adverse 
effect on our business, financial condition, or results of operations.
COVID-19 Pandemic
COVID-19 has had a negative impact on our procedure volumes during periods with COVID-19 outbreaks due to patient 
delays in both the diagnosis and treatment of diseases. While such delays have negatively impacted our procedure volumes in 
periods with COVID-19 outbreaks, we believe that these delays have also resulted in increased procedure volumes during those 
periods following such outbreaks, due to the treatment of patients in backlogs that were created during the COVID-19 outbreak.
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In the first fiscal quarter of 2023, COVID-19 resurgences in China negatively impacted our procedure volumes in the 
region. However, as infections and hospitalization decreased, our procedure volumes recovered. We did not experience 
significant procedure volume disruptions due to COVID-19 outbreaks in any of our geographic markets during the remainder of 
2023. Instead, throughout 2023, we saw a positive impact on procedure volumes and believe that such positive impacts were 
partially attributable to patients who had deferred treatment returning for diagnosis and treatment.
During 2024, we did not experience noticeable procedure volume disruptions due to COVID-19. We also believe that a 
large portion of the patients in the backlog that required treatment during the COVID-19 pandemic have now been treated. 
Therefore, we believe that the impact of patient backlogs was less significant on procedure volumes in 2024 than what was 
experienced in 2023.
Business Model
Overview
We generate up-front revenue from the placement of da Vinci surgical systems through sales or sales-type lease 
arrangements and recurring revenue over time through fixed-payment or usage-based operating lease arrangements. We also 
earn recurring revenue from the sales of instruments, accessories, and services.
The da Vinci surgical system generally sells for between $0.7 million and $3.1 million, depending on the model, 
configuration, and geography, and represents a significant capital equipment investment for our customers when purchased. Our 
instruments and accessories have limited lives and will either expire or wear out as they are used in surgery, at which point they 
need to be replaced. We generally earn between $800 and $3,600 of instruments and accessories revenue per surgical procedure 
performed, depending on the type and complexity of the specific procedures performed and the number and type of instruments 
used. We typically enter into service contracts at the time systems are sold or leased at an annual fee between $100,000 and 
$225,000, depending on the configuration of the underlying system and the composition of the services offered under the 
contract. Our system sale arrangements generally include a five-year period of service, with the first year of service provided 
for free. These service contracts have generally been renewed at the end of the initial contractual service periods.
We generate revenue from our Ion endoluminal system in a business model consistent with the da Vinci surgical system 
model described above. We generate up-front revenue from the placement of Ion systems through sales or sales-type lease 
arrangements and recurring revenue over time through fixed-payment or usage-based operating lease arrangements. We also 
earn recurring revenue from the sales of instruments, accessories, and services. The Ion endoluminal system generally sells for 
between $500,000 and $815,000. Our instruments and accessories have limited lives and will either expire or wear out as they 
are used in procedures, at which point they need to be replaced. We typically enter into service contracts at the time systems are 
sold or leased at an annual fee between $55,000 and $80,000.
Additionally, as part of our ecosystem of products and services, we provide a portfolio of learning offerings and digital 
solutions. We do not currently generate material revenue from these offerings.
Recurring Revenue
Recurring revenue consists of instruments and accessories revenue, service revenue, and operating lease revenue. 
Recurring revenue increased to $7.04 billion, or 84% of total revenue in 2024, compared to $5.94 billion, or 83% of total 
revenue in 2023, and $4.92 billion, or 79% of total revenue in 2022.
Instruments and accessories revenue has grown at a faster rate than systems revenue over time. Instruments and accessories 
revenue increased to $5.08 billion in 2024, compared to $4.28 billion in 2023 and $3.52 billion in 2022. The increase in 
instruments and accessories revenue largely reflects continued procedure adoption.
Service revenue was $1.31 billion in 2024, compared to $1.17 billion in 2023 and $1.02 billion in 2022. The increase in 
service revenue was primarily driven by the growth of the base of installed da Vinci surgical systems producing service 
revenue. The installed base of da Vinci surgical systems grew 15% to approximately 9,902 as of December 31, 2024; 14% to 
approximately 8,606 as of December 31, 2023; and 12% to approximately 7,544 as of December 31, 2022.
We use the installed base, number of placements, and utilization of systems as metrics for financial and operational 
decision-making and as a means to evaluate period-to-period comparisons. Management believes that the installed base, number 
of placements, and utilization of systems provide meaningful supplemental information regarding our performance, as 
management believes that the installed base, number of placements, and utilization of systems are indicators of the rate of 
adoption of our robotic-assisted medical procedures as well as an indicator of future recurring revenue. Management believes 
that both it and investors benefit from referring to the installed base, number of placements, and utilization of systems in 
assessing our performance and when planning, forecasting, and analyzing future periods. The installed base, number of 
placements, and utilization of systems also facilitate management’s internal comparisons of our historical performance. We 
believe that the installed base, number of placements, and utilization of systems are useful to investors as metrics, because (1) 
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they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-
making, and (2) they are used by institutional investors and the analyst community to help them analyze the performance of our 
business. The vast majority of our installed systems are connected via the internet. System logs can also be accessed by field 
engineers for systems that are not connected to the internet. We utilize this information as well as other information from 
agreements and discussions with our customers that involve estimates and judgments, which are, by their nature, subject to 
substantial uncertainties and assumptions. Estimates and judgments for determining the installed base, number of placements, 
and utilization of systems may be impacted over time by various factors, including system internet connectivity, hospital and 
distributor reporting behavior, and inherent complexities in new agreements. Such estimates and judgments are also susceptible 
to technical errors. In addition, the relationship between the installed base, number of placements, and utilization of systems and 
our revenues may fluctuate from period to period, and growth in the installed base, number of placements, and utilization of 
systems may not correspond to an increase in revenue. The installed base, number of placements, and utilization of systems are 
not intended to be considered in isolation or as a substitute for, or superior to, revenue or other financial information prepared 
and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).
Intuitive System Leasing
Since 2013, we have entered into sales-type and fixed-payment operating lease arrangements directly with certain qualified 
customers as a way to offer customers flexibility in how they acquire systems and expand their robotic-assisted programs while 
leveraging our balance sheet. These leases generally have commercially competitive terms as compared to other third-party 
entities that offer equipment leasing. We also enter into usage-based operating lease arrangements with qualified customers that 
have committed da Vinci programs where we charge for the system and service as procedures are performed, offering greater 
predictability in costs for customers. We believe that all of these alternative financing structures have been effective and well-
received, and we are willing to expand the proportion of any of these structures based on customer needs and demand.
We include systems placed under fixed-payment and usage-based operating lease arrangements, as well as sales-type lease 
arrangements, in our system placement and installed base disclosures. We exclude operating lease-related revenue, including 
usage-based revenue, and Ion system revenue from our da Vinci surgical system average selling price (“ASP”) computations.
The following table summarizes our system placements under leasing arrangements for the years ended December 31, 
2024, 2023, and 2022:
Year Ended December 31,
2024
2023
2022
Da Vinci System Placements Under Leasing Arrangements
Fixed-payment operating lease arrangements
 
309 
 
304 
 
276 
Usage-based operating lease arrangements
 
467 
 
355 
 
216 
Total da Vinci system placements under operating lease arrangements
 
776 
 
659 
 
492 
% of Total da Vinci system placements
 51 %
 48 %
 39 %
Sales-type lease arrangements
 
88 
 
45 
 
99 
Total da Vinci system placements under leasing arrangements
 
864 
 
704 
 
591 
Ion System Placements Under Leasing Arrangements
Fixed-payment operating lease arrangements
 
85 
 
63 
 
61 
Usage-based operating lease arrangements
 
68 
 
54 
 
40 
Total Ion system placements under operating lease arrangements
 
153 
 
117 
 
101 
% of Total Ion system placements
 56 %
 55 %
 53 %
Sales-type lease arrangements
 
4 
 
5 
 
11 
Total Ion system placements under leasing arrangements
 
157 
 
122 
 
112 
Variable lease revenue recognized from usage-based operating lease arrangements has been included in our operating lease 
metrics herein. Operating lease revenue has grown at a faster rate than overall systems revenue and was $654 million, $501 
million, and $377 million for the years ended December 31, 2024, 2023, and 2022, respectively, of which $338 million, $217 
million, and $133 million, respectively, was variable lease revenue related to our usage-based operating lease arrangements.
Revenue for systems sold or placed under a sales-type lease arrangement is recognized upfront whereas revenue for fixed-
payment operating lease arrangements is recognized on a straight-line basis over time. Therefore, in a period when the number 
of operating lease placements increases as a proportion of total system placements, total systems revenue is reduced, which can 
create volatility in the systems revenue recognized in any given period. We generally set fixed-payment and usage-based 
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operating lease arrangements’ pricing at a modest premium relative to purchased systems reflecting the time value of money 
and, in the case of usage-based operating lease arrangements, the risk that system utilization may fall short of anticipated levels.
Revenue for usage-based operating lease arrangements is recognized as the system is used to perform procedures. Variable 
usage-based arrangements create better matching of reimbursements and cost for our customers. They also reduce our 
customers’ overall risk and need for capital outlay. However, because the number of procedures performed in any given period 
can vary significantly for many reasons, including but not limited to healthcare emergencies, alternative treatment options, and 
patient preferences, revenue recognized from these arrangements can be highly volatile.
Customers generally do not have the right to exit or terminate a fixed-payment lease without incurring a penalty. Generally, 
lease transactions generate similar gross profit margins as our sale transactions. However, because of the variability in revenue 
recognized for usage-based lease arrangements, including our customers’ ability to exit or cancel those arrangements prior to 
the end of the lease term, there is no guarantee that we will recuperate the cost of the leased system, which, in turn, could 
adversely impact our gross profit margins if utilization of those systems are different than our expectations.
The following table summarizes our systems installed at customers under operating leasing arrangements for the years 
ended December 31, 2024, 2023, and 2022:
Year Ended December 31,
2024
2023
2022
Da Vinci System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements
 
1,307 
 
1,204 
 
1,018 
Usage-based operating lease arrangements
 
1,492 
 
1,023 
 
665 
Total da Vinci system installed base under operating lease arrangements
 
2,799 
 
2,227 
 
1,683 
Ion System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements
 
126 
 
96 
 
72 
Usage-based operating lease arrangements
 
193 
 
118 
 
60 
Total Ion system installed base under operating lease arrangements
 
319 
 
214 
 
132 
Our exposure to the credit risks relating to our lease financing arrangements may increase if our customers are adversely 
affected by economic pressures or uncertainty, changes in healthcare laws, coverage and reimbursement, or other customer-
specific factors. As a result of these macroeconomic factors impacting our customers, we may be exposed to defaults under our 
lease financing arrangements. Moreover, usage-based operating lease arrangements generally contain no minimum payments; 
therefore, customers may exit such arrangements without paying a financial penalty to us.
For some operating lease arrangements, our customers are provided with the right to purchase the leased system at certain 
points during and/or at the end of the lease term. Revenue generated from customer purchases of systems under operating lease 
arrangements (“Lease Buyouts”) was $109 million, $74 million, and $72 million for the years ended December 31, 2024, 2023, 
and 2022, respectively. We expect that revenue recognized from customer exercises of buyout options will fluctuate based on 
the timing of when, and if, customers choose to exercise such buyout options.
Systems Revenue
System placements are driven by procedure growth in most geographic markets. In some markets, system placements are 
constrained by regulation. In geographies where da Vinci procedure adoption is in an early stage or system placements are 
constrained by regulation, system sales will precede procedure growth. System placements also vary due to seasonality, largely 
aligned with hospital budgeting cycles. On an annual basis, we typically place a higher proportion of systems in the fourth 
quarter and a lower proportion in the first quarter as many customer budgets are reset. Systems revenue is also affected by the 
proportion of system placements under operating lease arrangements, recurring fixed-payment and usage-based operating lease 
revenue, Lease Buyouts, product mix, ASPs, trade-in activities, customer mix, and specified-price trade-in rights. We generally 
do not provide specified-price trade-in rights or upgrade rights at the time of a system purchase; however, we expect that the 
number of arrangements that may contain these specified-price trade-in rights will increase as we continue the phased launch of 
our next-generation multi-port platform, da Vinci 5. For trade-in activities involving operating lease upgrades, depending on the 
timing and terms of the upgrade transaction, the amount of revenue generated on the initial and new lease arrangements may 
not, in the aggregate, generate the same amount of revenue that a traditional sale and trade-in transaction would. Systems 
revenue increased 17% to $1.97 billion in 2024. Systems revenue remained flat at $1.68 billion in 2023. Systems revenue 
declined 1% to $1.68 billion in 2022.
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Procedure Mix / Products
Our da Vinci surgical systems are generally used for soft tissue surgery for areas of the body between the pelvis and the 
neck, primarily in general, gynecologic, urologic, cardiothoracic, and head and neck surgical procedures. Within these 
categories, procedures range in complexity from cancer and other highly complex procedures to less complex procedures for 
benign conditions. Cancer and other highly complex procedures tend to be reimbursed at higher rates than less complex 
procedures for benign conditions. Thus, hospitals are more sensitive to the costs associated with treating less complex, benign 
conditions. Our strategy is to provide hospitals with attractive clinical and economical solutions across the spectrum of 
procedure complexity. Our fully featured da Vinci 5 and da Vinci Xi surgical systems with advanced instruments (including da 
Vinci energy and da Vinci stapler products) and our Integrated Table Motion product target the more complex procedure 
segment. Our da Vinci X surgical system is targeted toward price-sensitive geographic markets and procedures. Our da Vinci 
SP surgical system complements the da Vinci 5, da Vinci X, and da Vinci Xi surgical systems by enabling surgeons to access 
narrow workspaces.
Procedure and Placement Seasonality
More than half of the da Vinci procedures performed are for benign conditions, most notably hernia repairs, 
hysterectomies, and cholecystectomies. These benign procedures and other short-term elective procedures tend to be more 
seasonal than cancer operations and surgeries for other life-threatening conditions. Seasonality in the U.S. for procedures for 
benign conditions typically results in higher fourth quarter procedure volume when more patients have met annual deductibles 
and lower first quarter procedure volume when deductibles are reset. Seasonality outside of the U.S. varies and is more 
pronounced around local holidays and vacation periods, which have lower procedure volume.
In addition, historically, placements of our da Vinci surgical systems have tended to be heavier in the fourth quarter and 
lighter in the first quarter, as hospital budgets are reset.
Distribution Channels
We provide our products through direct sales organizations in the U.S., Europe (excluding Italy, Spain, Portugal, Greece, 
and Eastern European countries), China (through our Intuitive-Fosun Pharma Joint Venture), Japan, South Korea, India, 
Taiwan, and Canada. In the remainder of our OUS markets, we provide our products through distributors.
Regulatory Activities
Overview
Our products must meet the requirements of a large and growing body of international regulations and standards that 
govern the product safety, efficacy, advertising, labeling, safety reporting design, manufacture, materials content and sourcing, 
testing, certification, packaging, installation, use, and disposal of our products. Examples of such standards include electrical 
safety standards, such as those of the International Electrotechnical Commission, and composition standards, such as the 
Reduction of Hazardous Substances and the Waste Electrical and Electronic Equipment Directives in the EU. Failure to meet 
these standards could limit our ability to market our products in those regions that require compliance with such standards.
Our products and operations are also subject to increasingly stringent medical device, privacy, and other regulations by 
regional, federal, state, and local authorities. After a device is placed on the market, numerous FDA and comparable foreign 
regulatory requirements continue to apply. These requirements include establishment registration and device listing with the 
FDA or other foreign regulatory authorities and compliance with medical device reporting regulations, which require that 
manufacturers report to the FDA or other foreign regulatory authorities if their device caused or contributed, or may have 
caused or contributed, to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or 
serious injury if it were to recur.
We anticipate that timelines for the introduction of new products and/or indications may be extended relative to past 
experience as a result of these regulations. For example, we have seen elongated regulatory approval timelines in the U.S. and 
Europe.
Clearances, Approvals, and Certifications
We have generally obtained the regulatory clearances, approvals, and certifications required to market our products 
associated with our da Vinci multi-port surgical systems (da Vinci S, da Vinci Si, da Vinci Xi, and da Vinci X systems) for our 
targeted surgical specialties within the U.S., South Korea, Japan, and the European markets in which we operate. We have 
additionally obtained regulatory clearances, approvals, and certifications for the following products over the past several years:
•
In December 2024, we obtained FDA clearance for the use of our da Vinci SP surgical system in colorectal surgical 
procedures. In July 2024, we obtained FDA clearance for the use of our da Vinci SP surgical system in general 
thoracoscopic surgical procedures. In April 2023, we obtained FDA clearance for the use of our da Vinci SP surgical 
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system in simple prostatectomy procedures. We also obtained FDA clearance for the use of our da Vinci SP surgical 
system in transvesical approaches to simple and radical prostatectomy.
•
In December 2024, we obtained European certification in accordance with the EU MDR for our E-200 generator. In 
July 2023, we received regulatory clearance for our E-200 generator in Japan and South Korea. In November 2022, we 
obtained FDA clearance for our E-200 generator. The E-200 generator can be used in da Vinci robotic procedures, as 
well as non-robotic open and laparoscopic procedures, to deliver high-frequency energy for cutting, coagulation, and 
vessel sealing of tissues. The E-200 generator includes the same advanced energy capability as the E-100 generator 
and supports the same vessel sealing instruments.
•
In October 2024, we obtained regulatory clearance in South Korea for our da Vinci 5 surgical system, our next-
generation multi-port robotic system, for use in urologic, general, gynecologic, thoracoscopic, thoracoscopically-
assisted cardiotomy, and transoral otolaryngology surgical procedures. In March 2024, we obtained FDA clearance for 
our da Vinci 5 surgical system for use in all surgical specialties and procedures indicated for da Vinci Xi, except for 
cardiac and pediatric indications as well as one contraindication related to the use of force feedback in hysterectomy 
and myomectomy surgical procedures. Da Vinci 5 was made available to customers in the U.S. who had collaborated 
with us during the development period and those with mature robotic surgery programs. We will continue working 
with surgeons to generate additional data on the system’s use and on expansion of our manufacturing and supply 
capacity before a wider commercial introduction.
•
In September 2024, we obtained FDA clearance for our redesigned 8 mm SureForm 30 stapler and 8 mm SureForm 30 
Curved-Tip stapler instruments and reloads for use in general, thoracic, gynecologic, urologic, and pediatric surgical 
procedures. In April 2024, we obtained European certification in accordance with the EU MDR for our redesigned 8 
mm SureForm 30 stapler and 8 mm SureForm 30 Curved-Tip stapler instruments and reloads for use in general, 
thoracic, gynecologic, urologic, and pediatric surgical procedures.
•
In August 2024, we obtained regulatory clearance in Taiwan for our da Vinci SP surgical system for use in endoscopic 
abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, transanal total mesorectal excision, and 
breast surgical procedures. In January 2024, we obtained European certification in accordance with the EU MDR for 
our da Vinci SP surgical system for use in endoscopic abdominopelvic, thoracoscopic, transoral otolaryngology, 
transanal colorectal, and breast surgical procedures. We are commercializing the da Vinci SP surgical system in select 
major European countries as part of a measured rollout. In September 2022, we obtained regulatory clearance for our 
da Vinci SP surgical system in Japan for use in general, thoracic (excluding cardiac procedures and intercostal 
approaches), urologic, gynecologic, and transoral head and neck surgical procedures.
•
In April 2024, we obtained FDA clearance to extend the number of uses of our catheter instrument used with our Ion 
endoluminal system from five to eight uses.
•
In March 2024, we received NMPA regulatory clearance for our Ion endoluminal system in China. We placed our first 
Ion systems in China during the third quarter of 2024 and will continue our rollout of the Ion system in China in a 
measured fashion while we optimize training pathways and collect additional clinical data. In September 2023, we 
received regulatory clearance in South Korea for our Ion endoluminal system. We expect the introduction of the Ion 
system in South Korea to follow the refinement of our training pathways in the region and the gathering of local 
clinical and economic data. In March 2023, we obtained European certification in accordance with the EU MDR for 
our Ion endoluminal system. In Europe, we continued commercialization in the UK and are beginning to place Ion 
systems in continental Europe with a similar approach of initially focusing on the collection of clinical data in support 
of our European reimbursement strategy.
•
In August 2023, following approval by China’s NMPA for a local version of our da Vinci Xi surgical system in June 
2023, our Intuitive-Fosun Pharma Joint Venture received a manufacturing license that permits the Joint Venture to 
manufacture our da Vinci Xi surgical system for sale to customers in China.
•
In March 2022, we received regulatory clearance in China to market our da Vinci Endoscope Plus. We have also 
received regulatory clearances in Japan and South Korea to market our da Vinci Endoscope Plus in May 2020 and 
December 2019, respectively. In July 2019, we obtained FDA clearance for our da Vinci Endoscope Plus, and in June 
2019, we obtained European certification for our da Vinci Endoscope Plus for the da Vinci Xi and da Vinci X surgical 
systems.
•
In February 2022, we received regulatory clearance in China to market both our 12 mm SureForm 45 stapler and 
SureForm 60 stapler and corresponding reloads.
•
In January 2022, we received regulatory clearance in China to market our da Vinci Vessel Sealer Extend with up to 7 
mm vascular indications.
Refer to the descriptions of our new products that received regulatory clearances, approvals, or certifications in 2024, 2023, 
and 2022 in the Recent Product Introductions section below.
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In June 2023, the China National Health Commission published the 2023 Quota. Under the 2023 Quota, the government 
will allow for the sale of 559 new surgical robots into China, which could include da Vinci surgical systems as well as surgical 
systems introduced by others. As of December 31, 2024, including systems that were sold in prior quarters, we have placed 121 
da Vinci surgical systems under the 2023 Quota. Future sales of da Vinci surgical systems under this and any previously 
published open quotas are uncertain, as they are open to other medical device companies that have introduced robotic-assisted 
surgical systems and are dependent on hospitals completing a tender process and receiving associated approvals. Our ability to 
track the number of systems that could be sold under these quotas in the future is limited by provincial and national agencies 
making such information publicly available.
Since 2022, several provinces in China have implemented significant limits on what hospitals can charge patients for 
surgeries using robotic surgical technology, including soft tissue surgery. These limits have significantly impacted the number 
of procedures performed and have impacted our instruments and accessories revenue in those provinces. However, as of the 
date of this report, these limits have not had a material impact on our business, financial condition, or results of operations, as 
only a small portion of our installed base in China is currently located in the impacted provinces. Companies providing robotic 
surgical technology, including our Joint Venture in China, have been meeting with Chinese government healthcare agencies to 
discuss these developments and to provide feedback. We cannot assure you that additional provincial or national healthcare 
agencies and administrations will not impose similar limits, and we expect to continue to face increased pricing pressure, both 
of which could further impact the number of procedures performed and our instruments and accessories revenue in China.
The Japanese MHLW considers reimbursement for procedures in April of even-numbered years. The process for obtaining 
reimbursement requires Japanese university hospitals and surgical societies, with our support, to seek reimbursement. There are 
multiple pathways to obtain reimbursement for procedures, including those that require in-country clinical and economic data. 
An additional five da Vinci procedures were granted reimbursement in April 2024, including lobectomy for benign conditions. 
In addition, we received higher reimbursement for certain da Vinci rectal resection procedures, as compared to open procedure 
reimbursements. The additional reimbursed procedures have varying levels of conventional laparoscopic penetration and will 
generally be reimbursed at rates equal to the conventional laparoscopic procedures. Given the reimbursement level and 
laparoscopic penetration for these additional procedures, there can be no assurance that the adoption pace for these procedures 
will be similar to prostatectomy or partial nephrectomy, given their higher reimbursement, or any other da Vinci procedure.
Field Actions, Recalls, and Corrections
Medical device companies have regulatory obligations to correct or remove medical devices in the field that could pose a 
risk to health. The definition of “recalls and corrections” is expansive and includes repair, replacement, inspections, relabeling, 
and issuance of new or additional instructions for use or reinforcement of existing instructions for use and training when such 
actions are taken for specific reasons of safety or compliance. These field actions require stringent documentation, reporting, 
and monitoring worldwide. There are other actions that a medical device manufacturer may take in the field without reporting 
including, but not limited to, routine servicing and stock rotations.
As we determine whether a field action is reportable in any regulatory jurisdiction, we prepare and submit notifications to 
the appropriate regulatory agency for the particular jurisdiction. Regulators can require the expansion, reclassification, or 
change in scope and language of the field action. In general, upon submitting required notifications to regulators regarding a 
field action that is a recall or correction, we will notify customers regarding the field action, provide any additional 
documentation required in their national language, and arrange, as required, the return or replacement of the affected product or 
a field service visit to perform the correction.
Field actions, as well as certain outcomes from regulatory activities, can result in adverse effects on our business, including 
damage to our reputation, delays by customers of purchase decisions, reduction or stoppage of the use of installed systems, and 
reduced revenue as well as increased expenses.
Procedures
We model patient value as equal to procedure efficacy / invasiveness. In this equation, procedure efficacy is defined as a 
measure of the success of the procedure in resolving the underlying disease, and invasiveness is defined as a measure of patient 
pain and disruption of regular activities. When the patient value of a robotic-assisted procedure is greater than that of alternative 
treatment options, patients may benefit from seeking out surgeons or physicians and hospitals that offer robotic-assisted 
medical procedures, which could potentially result in a local market share shift. Adoption of robotic-assisted procedures occurs 
by procedure and by market and is driven by the relative patient value and total treatment costs of robotic-assisted procedures as 
compared to alternative treatment options for the same disease state or condition.
We use the number and type of procedures as metrics for financial and operational decision-making and as a means to 
evaluate period-to-period comparisons. Management believes that the number and type of procedures provide meaningful 
supplemental information regarding our performance, as management believes procedure volume is an indicator of the rate of 
adoption of our robotic-assisted medical procedures as well as an indicator of future revenue (including revenue from usage-
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based operating lease arrangements). Management believes that both it and investors benefit from referring to the number and 
type of procedures in assessing our performance and when planning, forecasting, and analyzing future periods. The number and 
type of procedures also facilitate management’s internal comparisons of our historical performance. We believe that the number 
and type of procedures are useful to investors as metrics, because (1) they allow for greater transparency with respect to key 
metrics used by management in its financial and operational decision-making, and (2) they are used by institutional investors 
and the analyst community to help them analyze the performance of our business. The vast majority of our installed systems are 
connected via the internet. System logs can also be accessed by field engineers for systems that are not connected to the 
internet. We utilize certain methods that rely on information collected from the installed systems for determining the number 
and type of procedures performed that involve estimates and judgments, which are, by their nature, subject to substantial 
uncertainties and assumptions. Estimates and judgments for determining the number and type of procedures may be impacted 
over time by various factors, including changes in treatment modalities, hospital and distributor reporting behavior, and system 
internet connectivity. Such estimates and judgments are also susceptible to algorithmic or other technical errors. In addition, the 
relationship between the number and type of procedures and our revenues may fluctuate from period to period, and procedure 
volume growth may not correspond to an increase in revenue. The number and type of procedures are not intended to be 
considered in isolation or as a substitute for, or superior to, revenue or other financial information prepared and presented in 
accordance with GAAP.
Da Vinci Procedures
The adoption of robotic-assisted surgery using the da Vinci surgical system has the potential to grow for those procedures 
that offer greater patient value than to non-da Vinci alternatives and competitive total economics for healthcare providers. Our 
da Vinci surgical systems are used primarily in general, gynecologic, urologic, cardiothoracic, and head and neck surgical 
procedures. We focus our organization and investments on developing, marketing, and training products and services for 
procedures in which da Vinci can bring patient value relative to alternative treatment options and/or economic benefit to 
healthcare providers. Target procedures in general surgery include hernia repair (both ventral and inguinal), colorectal, 
cholecystectomy, and bariatric procedures. Target procedures in urology include prostatectomy and partial nephrectomy. Target 
procedures in gynecology include hysterectomy for both cancer and benign conditions and sacrocolpopexy. In cardiothoracic 
surgery, target procedures include lung resection. In head and neck surgery, target procedures include transoral surgery. Not all 
indications, procedures, or products described may be available in a given country or region or on all generations of da Vinci 
surgical systems. Surgeons and their patients need to consult the product labeling in their specific country and for each product 
in order to determine the cleared uses, as well as important limitations, restrictions, or contraindications.
In 2024, approximately 2,683,000 surgical procedures were performed with da Vinci surgical systems, compared to 
approximately 2,286,000 and 1,875,000 surgical procedures performed with da Vinci surgical systems in 2023 and 2022, 
respectively. The increase in our overall procedure volume in 2024 was largely attributable to growth in U.S. general surgery, 
OUS general surgery (particularly cancer), OUS urologic surgery, and U.S. gynecologic surgery procedures. The overall 
procedure volume in the 2022 comparative year reflects disruption caused by the COVID-19 pandemic.
U.S. da Vinci Procedures
Overall U.S. procedure volume with da Vinci surgical systems grew to approximately 1,757,000 in 2024, compared to 
approximately 1,532,000 in 2023 and approximately 1,282,000 in 2022. General surgery was our largest and fastest growing 
U.S. specialty in 2024 with procedure volume that grew to approximately 1,063,000 in 2024, compared to approximately 
896,000 in 2023 and approximately 720,000 in 2022. Gynecology was our second largest U.S. surgical specialty in 2024 with 
procedure volume that grew to approximately 423,000 in 2024, compared to approximately 390,000 in 2023 and approximately 
341,000 in 2022. Urology was our third largest U.S. surgical specialty in 2024 with procedure volume that grew to 
approximately 186,000 in 2024, compared to approximately 173,000 in 2023 and approximately 162,000 in 2022.
OUS da Vinci Procedures
Overall OUS procedure volume with da Vinci surgical systems grew to approximately 926,000 in 2024, compared to 
approximately 754,000 in 2023 and approximately 593,000 in 2022. Urology was our largest OUS surgical specialty in 2024 
with procedure volume that grew to approximately 435,000 in 2024, compared to approximately 381,000 in 2023 and 
approximately 316,000 in 2022. General surgery was our second largest and fastest growing OUS specialty in 2024 with 
procedure volume that grew to approximately 254,000 in 2024, compared to approximately 188,000 in 2023 and approximately 
133,000 in 2022. Gynecology was our third largest OUS surgical specialty in 2024 with procedure volume that grew to 
approximately 142,000 in 2024, compared to approximately 110,000 in 2023 and approximately 86,000 in 2022.
Ion Procedures
The adoption of robotic-assisted bronchoscopy using the Ion endoluminal system has the potential to grow if it can offer 
greater patient value than non-Ion alternatives and competitive total economics for healthcare providers.
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In 2024, approximately 95,500 biopsy procedures were performed with Ion systems, compared to approximately 53,800 in 
2023 and approximately 23,500 in 2022. The increase in our overall procedure volume in 2024 reflects a larger installed base of 
approximately 805 systems, an increase of 51% compared to the installed base of approximately 534 systems as of 2023. 
Currently, the vast majority of Ion biopsy procedures are performed in the U.S.
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Recent Business Events and Trends
Procedures
Overall.  Total da Vinci procedures performed by our customers grew approximately 17% in 2024, compared to 
approximately 22% in 2023. We believe that the growth in the comparative 2023 procedure results for both U.S. and OUS 
procedures partially reflected a benefit from procedures performed related to the backlog of patient treatments that resulted 
from COVID-19, as noted in the COVID-19 Pandemic section above. The 2024 procedure growth was largely attributable to 
growth in U.S. general surgery, OUS general surgery (particularly cancer), OUS urologic surgery, and U.S. gynecologic 
surgery procedures.
U.S. Procedures.  U.S. da Vinci procedures grew approximately 15% in 2024, compared to approximately 19% in 2023. 
The 2024 U.S. procedure growth was largely attributable to strong growth in general surgery procedures, most notably 
cholecystectomy, hernia repair, and colorectal procedures. The number of U.S. da Vinci bariatric procedures performed 
declined modestly in 2024 compared to 2023. It is unclear whether the overall decline in the U.S. for surgical bariatric 
procedures will continue as patients evaluate new drug therapies and, if the decline continues, it is unclear what the rate of 
decline will be.
U.S. General Surgery.  General surgery procedures in the U.S. grew approximately 19% in 2024, compared to 
approximately 25% in 2023. Cholecystectomy, inguinal and ventral hernia repair, and colorectal procedures contributed the 
most incremental procedures in both 2024 and 2023.
Given the already very high level of laparoscopic techniques used in cholecystectomy, it remains unclear to what extent 
robotic-assisted surgery using da Vinci may continue to be adopted.
We believe that growth in hernia repair using da Vinci reflects improved clinical outcomes within certain patient 
populations, as well as potential cost benefits relative to certain alternative treatments. We believe that hernia repair procedures 
represent a significant opportunity with the potential to drive growth in future periods. However, given the differences in 
surgical complexity associated with the treatment of various hernia patient populations and varying surgeon opinions regarding 
optimal surgical technique, it is difficult to estimate the timing of and to what extent hernia repair procedure volume will grow 
in the future. We expect a large portion of hernia repairs will continue to be performed via different modalities of surgery.
The adoption of da Vinci for colorectal procedures, which includes several underlying procedures, such as low anterior 
resections for rectal cancers and certain colon procedures for benign and cancerous conditions, has been ongoing for several 
years and is supported by certain technologies, such as our da Vinci energy and da Vinci stapler products as well as our 
Integrated Table Motion product.
U.S. Gynecology.  Gynecology procedures in the U.S. grew approximately 8% in 2024, compared to approximately 15% in 
2023. Benign hysterectomy procedures contributed the most incremental procedures in 2024 and 2023. The growth in benign 
hysterectomy procedures has been largely driven by new surgeon training.
OUS Procedures.  OUS da Vinci procedures grew approximately 23% in 2024, compared to approximately 27% in 2023. 
The 2024 OUS procedure growth was driven by growth in general surgery procedures, most notably colorectal and hernia 
repair procedures, urologic procedures, most notably prostatectomy and partial nephrectomy procedures, and gynecologic 
procedures. The 2024 OUS procedure growth rate reflects continued da Vinci adoption in European and Asian markets. We saw 
strong procedure growth in Germany, the UK, India, and Italy during 2024. We believe that growth in these global markets is 
being driven by increased acceptance among surgeons and health systems, supported by expanded global evidence validating 
the clinical and economic value of da Vinci procedures as well as increased surgeon training. In South Korea, we believe that 
the number of procedures performed were significantly negatively impacted by doctor strikes in the country during 2024. The 
extent of the continued impact of these strikes on procedures in South Korea remains uncertain.
OUS General Surgery.  OUS general surgery procedures grew approximately 35% in 2024, compared to approximately 
42% in 2023. Colorectal procedures contributed the most incremental procedures in 2024 and 2023, aided by improved clinical 
outcomes relative to open and laparoscopic techniques within certain patient populations, along with enabling technologies, 
such as our da Vinci energy and da Vinci stapler products as well as our Integrated Table Motion product.
OUS Urology.  OUS urology procedures have been a consistent contributor to our overall procedure growth. OUS urology 
procedures grew approximately 14% in 2024, compared to approximately 21% in 2023. In the U.S., da Vinci is the standard of 
care for the surgical treatment of prostate cancer, and we believe that the growth is largely aligned with surgical volumes of 
prostate cancer. In OUS markets, prostatectomy is at varying states of adoption in different areas of the world but is the largest 
overall da Vinci procedure. In 2024, we saw more moderate growth in OUS prostatectomy procedures compared to higher 
growth in 2023, as we are further up the adoption curve.
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Kidney cancer procedures have also been a strong contributor to our recent global urology procedure growth. Clinical 
publications have demonstrated that the use of a da Vinci system increases the likelihood that a patient will receive nephron 
sparing surgery through a partial nephrectomy, which is typically the surgical society guideline recommended therapy.
System Demand
We placed 1,526 da Vinci surgical systems in 2024, compared to 1,370 systems in 2023. The increase in system 
placements reflects incremental demand for our next-generation da Vinci 5 system and continued demand for additional 
capacity by our customers as a result of procedure growth, partially offset by a smaller number of third-generation da Vinci 
systems available for trade-in. During 2024, we placed 362 da Vinci 5 systems.
We continue to see some customers challenged by staffing shortages, decreased government funding in healthcare 
(particularly in Europe), and other financial pressures. As a result, we expect our customers to continue to be cautious in their 
overall capital spending. In addition, system demand in China has been impacted by increasing robotic-assisted surgical system 
competition from domestic companies as well as a broader central government focus on systematic governance. Targeting the 
healthcare sector, this campaign was initially launched by the Chinese government in July 2023 and has resulted in heightened 
scrutiny by medical institutions with respect to initiating tenders, with some tenders being canceled or delayed without a 
timeline. In 2024, the effects of this campaign, combined with the competitive dynamics in China, contributed to fewer systems 
being placed in China than we anticipated. Currently, the extent and impact of this campaign and the competitive dynamics in 
China on our business remains uncertain.
We expect that future placements of da Vinci surgical systems will be impacted by a number of factors: supply chain risks; 
economic and geopolitical factors; inflationary pressures; high interest rates; hospital staffing shortages; procedure growth 
rates; evolving system utilization and point-of-care dynamics; capital replacement trends, including a declining number of older 
generation systems available for trade-in transactions; additional reimbursements in various global markets, such as in Japan; 
the timing around governmental tenders and authorizations, as well as governmental actions impacting the tender process, such 
as the governance campaign in China; hospitals’ response to the evolving healthcare environment; the timing of when we 
receive regulatory clearance in our other OUS markets for our da Vinci 5, da Vinci X, da Vinci Xi, and da Vinci SP surgical 
systems and related instruments; and the market response.
Demand may also be impacted by the competition we currently face, or expect to face, from companies offering products 
for open or MIS surgeries, companies providing other therapeutic approaches for target clinical conditions, and companies 
developing diagnostic solutions that could serve as alternatives to current or planned Intuitive offerings. Companies that have 
introduced products in the field of robotic-assisted medical procedures, or have made explicit statements about their efforts to 
enter the field, include, but are not limited to, the following: Beijing Surgerii Robotics Company Limited; CMR Surgical Ltd.; 
Distalmotion SA; Harbin Sizhe Rui Intelligent Medical Equipment Co., Ltd.; Johnson & Johnson; Karl Storz SE & Co. KG; 
Medicaroid Corporation; Medtronic plc; meerecompany Inc.; Noah Medical; Shandong Weigao Group Medical Polymer 
Company Ltd.; Shanghai Microport Medbot (Group) Co., Ltd.; Shenzhen Edge Medical Co., Ltd.; and SS Innovations 
International, Inc.
Many of the above factors will also impact future demand for our Ion endoluminal system, as we extend our commercial 
offering into diagnostics, along with additional factors associated with a new product introduction, including, but not limited to, 
our ability to optimize manufacturing and our supply chain, competition, clinical data to demonstrate value, and market 
acceptance.
Recent Product Introductions
Da Vinci 5. Da Vinci 5 builds on da Vinci Xi’s highly functional design, featuring force feedback technology and 
instruments that enable surgeons to sense and measure the force exerted on tissue during surgery. It also includes new surgeon 
controllers, powerful vibration and tremor controls, a next-generation 3D display and image system, and throughput and 
workflow enhancements, such as an integrated electrosurgical unit and insufflation capabilities technology. Da Vinci 5 has 
more than 10,000 times the computing power of da Vinci Xi, allowing for innovative new system capabilities and advanced 
digital experiences, including integration with our My Intuitive app, SimNow (virtual reality simulator), Case Insights 
(computational observer), and Intuitive Hub (edge computing system). Additionally, the redesigned console provides greater 
surgeon comfort with customizable positioning, allowing surgeons to find their best fit for surgical viewing and comfort, 
including the ability to sit completely upright.
E-200 Generator. The E-200 generator is an advanced electrosurgical generator designed to provide high-frequency energy 
for cutting, coagulation, and vessel sealing of tissues. The E-200 generator is integrated with the da Vinci 5 surgical system, is 
compatible with the da Vinci X and Xi surgical systems, and can also function as a standalone electrosurgical generator. When 
connected to a da Vinci system, the E-200 delivers high-frequency energy to da Vinci instruments, with control and status 
messages communicated through an Ethernet cable. The E-200 generator is also compatible with third-party handheld 
monopolar and bipolar instruments, as well as fingerswitch-equipped instruments and Intuitive-provided auxiliary footswitches. 
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The E-200 generator includes the same advanced energy capability as the E-100 generator and supports the same vessel sealing 
instruments.
SureForm 30 Curved-Tip Stapler and Reloads. The 8 mm SureForm 30 Curved-Tip stapler and reloads (gray, white, and 
blue) was designed to help surgeons better visualize and reach anatomy through a combination of the 8 mm diameter instrument 
shaft and jaws, 120-degree cone of wristed articulation, and the curved tip. As it fits through the 8 mm da Vinci surgical system 
instrument cannula, the stapler allows different angles for surgeons to approach patient anatomy. Consistent with our other 
SureForm staplers, the 8 mm SureForm 30 Curved-Tip stapler integrates SmartFire technology, which makes automatic 
adjustments to the firing process as staples are formed and the transection is made. The technology makes more than 1,000 
measurements per second, helping achieve a consistent staple line.
Intuitive Ventures
In 2020, we launched Intuitive Ventures Fund I, an inaugural $100 million fund focused on investment opportunities in 
companies that share Intuitive’s commitment to advancing positive outcomes in healthcare. As of December 31, 2024, we have 
invested $63 million of the $100 million.
In late 2023, we launched Intuitive Ventures Fund II, a $150 million fund focused on investment opportunities in 
companies reimagining the future of minimally invasive care. As of December 31, 2024, we have invested $5 million of the 
$150 million.
2024 Operational and Financial Highlights
•
Total revenue increased by 17% to $8.4 billion for the year ended December 31, 2024, compared to $7.1 billion for the 
year ended December 31, 2023.
•
Approximately 2,683,000 da Vinci procedures were performed during the year ended December 31, 2024, an increase 
of 17% compared to approximately 2,286,000 da Vinci procedures for the year ended December 31, 2023.
•
Approximately 95,500 Ion procedures were performed during the year ended December 31, 2024, an increase of 78% 
compared to approximately 53,800 Ion procedures for the year ended December 31, 2023.
•
Instruments and accessories revenue increased by 19% to $5.08 billion for the year ended December 31, 2024, 
compared to $4.28 billion for the year ended December 31, 2023.
•
Systems revenue increased by 17% to $1.97 billion for the year ended December 31, 2024, compared to $1.68 billion 
for the year ended December 31, 2023.
•
1,526 da Vinci surgical systems were placed during the year ended December 31, 2024, an increase of 11% compared 
to 1,370 systems during the year ended December 31, 2023.
•
As of December 31, 2024, we had a da Vinci surgical system installed base of approximately 9,902 systems, an 
increase of 15% compared to the installed base of approximately 8,606 systems as of December 31, 2023.
•
Utilization of da Vinci surgical systems, measured in terms of procedures per system per year, increased 2% relative to 
2023.
•
271 Ion systems were placed during the year ended December 31, 2024, an increase of 27% compared to 213 systems 
during the year ended December 31, 2023.
•
As of December 31, 2024, we had an Ion system installed base of approximately 805 systems, an increase of 51% 
compared to the installed base of approximately 534 systems as of December 31, 2023.
•
Gross profit as a percentage of revenue was 67.5% for the year ended December 31, 2024, compared to 66.4% for the 
year ended December 31, 2023.
•
Operating income increased by 33% to $2.35 billion for the year ended December 31, 2024, compared to $1.77 billion 
for the year ended December 31, 2023. Operating income included $688 million and $598 million of share-based 
compensation expense related to employee stock plans and $22.6 million and $31.2 million of intangible asset-related 
charges for the years ended December 31, 2024, and 2023, respectively.
•
As of December 31, 2024, we had $8.83 billion in cash, cash equivalents, and investments. Cash, cash equivalents, and 
investments increased by $1.49 billion, compared to $7.34 billion as of December 31, 2023, primarily as a result of 
cash provided by operating activities and proceeds from stock option exercises and employee stock purchases, partially 
offset by cash used for capital expenditures and taxes paid related to net share settlements of equity awards.
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Results of Operations
The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto. This 
section of the Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 
2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this 
report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of 
Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The following table sets forth, for the years indicated, certain Consolidated Statements of Income information (in millions, 
except percentages):
 
Years Ended December 31,
 
2024
% of total 
Revenue
2023
% of total 
Revenue
2022
% of total 
Revenue
Revenue:
Product
$ 7,045.0 
 84 % $ 5,956.3 
 84 % $ 5,198.0 
 84 %
Service
 
1,307.1 
 16 %  
1,167.8 
 16 %  
1,024.2 
 16 %
Total revenue
 
8,352.1 
 100 %  
7,124.1 
 100 %  
6,222.2 
 100 %
Cost of revenue:
Product
 
2,313.1 
 28 %  
2,041.8 
 29 %  
1,700.3 
 28 %
Service
 
404.8 
 5 %  
352.8 
 5 %  
325.9 
 5 %
Total cost of revenue
 
2,717.9 
 33 %  
2,394.6 
 34 %  
2,026.2 
 33 %
Product gross profit
 
4,731.9 
 56 %  
3,914.5 
 55 %  
3,497.7 
 56 %
Service gross profit
 
902.3 
 11 %  
815.0 
 11 %  
698.3 
 11 %
Gross profit
 
5,634.2 
 67 %  
4,729.5 
 66 %  
4,196.0 
 67 %
Operating expenses:
Selling, general and administrative
 
2,140.0 
 25 %  
1,963.9 
 27 %  
1,739.9 
 28 %
Research and development
 
1,145.3 
 14 %  
998.8 
 14 %  
879.0 
 14 %
Total operating expenses
 
3,285.3 
 39 %  
2,962.7 
 41 %  
2,618.9 
 42 %
Income from operations
 
2,348.9 
 28 %  
1,766.8 
 25 %  
1,577.1 
 25 %
Interest and other income, net
 
324.9 
 4 %  
192.1 
 3 %  
29.7 
 1 %
Income before taxes
 
2,673.8 
 32 %  
1,958.9 
 28 %  
1,606.8 
 26 %
Income tax expense
 
336.3 
 4 %  
141.6 
 2 %  
262.4 
 4 %
Net income
 
2,337.5 
 28 %  
1,817.3 
 26 %  
1,344.4 
 22 %
Less: net income attributable to 
noncontrolling interest in joint venture
 
14.9 
 — %  
19.3 
 1 %  
22.1 
 1 %
Net income attributable to Intuitive Surgical, 
Inc.
$ 2,322.6 
 28 % $ 1,798.0 
 25 % $ 1,322.3 
 21 %
Total Revenue
Total revenue increased by 17% to $8.4 billion for the year ended December 31, 2024, compared to $7.1 billion for the 
year ended December 31, 2023. Total revenue for the year ended December 31, 2023, increased by 14% compared to $6.2 
billion for the year ended December 31, 2022. The increase in total revenue for the year ended December 31, 2024, resulted 
from 19% higher instruments and accessories revenue, 17% higher systems revenue, and 12% higher service revenue.
We generally sell our products and services in local currencies where we have direct distribution channels. Revenue 
denominated in foreign currencies as a percentage of total revenue was approximately 24%, 25%, and 24% for the years ended 
December 31, 2024, 2023, and 2022, respectively. Fluctuations in foreign currency exchange rates had an unfavorable impact 
on OUS total revenue of $34 million for the year ended December 31, 2024, as compared to 2023. Fluctuations in foreign 
currency exchange rates had an unfavorable impact on OUS total revenue of $29 million for the year ended December 31, 2023, 
as compared to 2022. The impact of fluctuations in foreign currency exchange rates was determined by comparing current 
period revenue converted to USD using exchange rates that were effective in the comparable prior year period, net of the 
impacts from foreign currency hedging.
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Revenue generated in the U.S. accounted for 67%, 66%, and 67% of total revenue for the years ended December 31, 2024, 
2023, and 2022, respectively. We believe that U.S. revenue has accounted for the large majority of total revenue due to U.S. 
patients’ ability to choose their provider and method of treatment, reimbursement structures supportive of innovation and MIS, 
and our initial investments focused on U.S. infrastructure. We have been investing in our business in OUS markets, and our 
OUS procedures have grown faster in proportion to U.S. procedures. We expect that our OUS procedures and revenue will 
make up a greater portion of our business in the long term.
The following table summarizes our revenue and system unit placements for the years ended December 31, 2024, 2023, 
and 2022, respectively (in millions, except percentages and unit placements):
 
Years Ended December 31,
 
2024
2023
2022
Revenue
Instruments and accessories
$ 
5,079.0 $ 
4,276.6 $ 
3,517.9 
Systems
 
1,966.0  
1,679.7  
1,680.1 
Total product revenue
 
7,045.0  
5,956.3  
5,198.0 
Services
 
1,307.1  
1,167.8  
1,024.2 
Total revenue
$ 
8,352.1 $ 
7,124.1 $ 
6,222.2 
U.S.
$ 
5,589.4 $ 
4,688.6 $ 
4,157.6 
OUS
 
2,762.7  
2,435.5  
2,064.6 
Total revenue
$ 
8,352.1 $ 
7,124.1 $ 
6,222.2 
% of Revenue — U.S.
67%
66%
67%
% of Revenue — OUS
33%
34%
33%
Instruments and accessories
$ 
5,079.0 $ 
4,276.6 $ 
3,517.9 
Services
 
1,307.1  
1,167.8  
1,024.2 
Operating lease revenue
 
654.2  
500.5  
376.5 
Total recurring revenue
$ 
7,040.3 $ 
5,944.9 $ 
4,918.6 
% of Total revenue 
84%
83%
79%
Da Vinci Surgical System Placements by Region
U.S. unit placements
 
800  
666  
692 
OUS unit placements
 
726  
704  
572 
Total unit placements*
 
1,526  
1,370  
1,264 
*Systems placed under fixed-payment operating lease arrangements (included 
in total unit placements)
 
309  
304  
276 
*Systems placed under usage-based operating lease arrangements (included in 
total unit placements)
 
467  
355  
216 
Da Vinci Surgical System Placements involving System Trade-ins
Unit placements involving trade-ins
 
150  
240  
345 
Unit placements not involving trade-ins
 
1,376  
1,130  
919 
Ion System Placements**
 
271  
213  
192 
**Systems placed under fixed-payment operating lease arrangements 
(included in total unit placements)
 
85  
63  
61 
**Systems placed under usage-based operating lease arrangements (included 
in total unit placements)
 
68  
54  
40 
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76

Product Revenue
Product revenue increased by 18% to $7.05 billion for the year ended December 31, 2024, compared to $5.96 billion for 
the year ended December 31, 2023. Product revenue for the year ended December 31, 2023, increased by 15% compared to 
$5.20 billion for the year ended December 31, 2022.
Instruments and accessories revenue increased by 19% to $5.08 billion for the year ended December 31, 2024, compared to 
$4.28 billion for the year ended December 31, 2023. The increase in instruments and accessories revenue was primarily driven 
by approximately 17% higher da Vinci procedure volume, approximately 78% higher Ion procedure volume, and higher pricing 
for da Vinci instruments and accessories, partially offset by customer buying patterns. The 2024 U.S. da Vinci procedure 
growth was approximately 15%, driven primarily by strong growth in general surgery procedures, most notably 
cholecystectomy, hernia repair, and colorectal procedures. The number of U.S. da Vinci bariatric procedures performed 
declined modestly in 2024 compared to 2023. It is unclear whether the overall decline in the U.S. for surgical bariatric 
procedures will continue as patients evaluate new drug therapies and, if the decline continues, it is unclear what the rate of 
decline will be. The 2024 OUS da Vinci procedure growth was approximately 23%, driven by growth in general surgery 
procedures, most notably colorectal and hernia repair procedures, urologic procedures, most notably prostatectomy and partial 
nephrectomy procedures, and gynecologic procedures. Geographically, the 2024 OUS da Vinci procedure growth was driven by 
several markets with particular strength in Germany, the UK, India, and Italy.
Systems revenue increased by 17% to $1.97 billion for the year ended December 31, 2024, compared to $1.68 billion for 
the year ended December 31, 2023. The higher system revenue for the year ended December 31, 2024, was primarily driven by 
an increase in da Vinci system placements, higher operating lease revenue, higher ASPs, and higher lease buyout revenue, 
partially offset by a higher proportion of da Vinci system placements under operating leases.
During 2024, 1,526 da Vinci surgical systems were placed compared to 1,370 systems during 2023. By geography, 800 
systems were placed in the U.S., 309 in Europe, 321 in Asia, and 96 in other OUS markets during 2024, compared to 666 
systems placed in the U.S., 308 in Europe, 305 in Asia, and 91 in other OUS markets during 2023. The increase in system 
placements was primarily driven by 362 da Vinci 5 system placements and continued demand for additional capacity by our 
customers as a result of procedure growth, partially offset by a smaller number of third-generation da Vinci systems available 
for trade-in. As of December 31, 2024, we had a da Vinci surgical system installed base of approximately 9,902 systems, 
compared to an installed base of approximately 8,606 systems as of December 31, 2023. The incremental system installed base 
reflects continued procedure growth and further customer validation that robotic-assisted surgery addresses their Quintuple Aim 
objectives.
The following table summarizes our da Vinci system placements and systems installed at customers under leasing 
arrangements for the years ended December 31, 2024, and 2023:
Year Ended December 31,
2024
2023
Da Vinci System Placements under Leasing Arrangements
Fixed-payment operating lease arrangements
 
309 
 
304 
Usage-based operating lease arrangements
 
467 
 
355 
Total da Vinci system placements under operating lease arrangements
 
776 
 
659 
% of Total da Vinci system placements
51%
48%
Sales-type lease arrangements
 
88 
 
45 
Total da Vinci system placements under leasing arrangements
 
864 
 
704 
Da Vinci System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements
 
1,307 
 
1,204 
Usage-based operating lease arrangements
 
1,492 
 
1,023 
Total da Vinci system installed base under operating leasing arrangements
 
2,799 
 
2,227 
Operating lease revenue, including the contribution from Ion systems, was $654 million for the year ended December 31, 
2024, of which $338 million was variable lease revenue related to usage-based arrangements, compared to $501 million for the 
year ended December 31, 2023, of which $217 million was variable lease revenue related to usage-based arrangements. 
Revenue from Lease Buyouts was $108.9 million for the year ended December 31, 2024, compared to $74.2 million for the 
year ended December 31, 2023. We expect revenue from Lease Buyouts to fluctuate period to period depending on the timing 
of when, and if, customers choose to exercise buyout options embedded in their leases.
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The da Vinci surgical system ASP, excluding systems placed under fixed-payment or usage-based operating lease 
arrangements, Ion systems, and the impact of specified-price trade-in rights, was approximately $1.50 million for the year 
ended December 31, 2024, compared to approximately $1.42 million for the year ended December 31, 2023. The higher ASP 
for the year ended December 31, 2024, was largely driven by favorable product mix, including from da Vinci 5 sales, and fewer 
trade-ins, partially offset by higher pricing discounts. ASP fluctuates from period to period based on geographic and product 
mix, product pricing, systems placed involving trade-ins, and changes in foreign exchange rates.
During 2024, 271 Ion systems were placed compared to 213 systems during 2023. By geography, 253 systems were placed 
in the U.S., 14 in Europe, and 4 in Asia during 2024, compared to 211 systems placed in the U.S. and 2 systems in Europe 
during 2023. The increase in system placements was primarily driven by the demand for additional capacity by our customers 
due to the procedure growth and OUS expansion. As of December 31, 2024, we had an Ion system installed base of 
approximately 805 systems, compared to an installed base of approximately 534 systems as of December 31, 2023.
The following table summarizes our Ion system placements and systems installed at customers under leasing arrangements 
for the years ended December 31, 2024, and 2023:
Year Ended December 31,
2024
2023
Ion System Placements under Leasing Arrangements
Fixed-payment operating lease arrangements
 
85 
 
63 
Usage-based operating lease arrangements
 
68 
 
54 
Total Ion system placements under operating lease arrangements
 
153 
 
117 
% of Total Ion system placements
56%
55%
Sales-type lease arrangements
 
4 
 
5 
Total Ion system placements under leasing arrangements
 
157 
 
122 
Ion System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements
 
126 
 
96 
Usage-based operating lease arrangements
 
193 
 
118 
Total Ion system installed base under operating leasing arrangements
 
319 
 
214 
Service Revenue
Service revenue increased by 12% to $1.31 billion for the year ended December 31, 2024, compared to $1.17 billion for the 
year ended December 31, 2023. The increase in service revenue for the year ended December 31, 2024, was primarily driven by 
a larger installed base of systems producing service revenue, partially offset by a higher proportion of early-stage usage-based 
operating lease arrangements where procedures are ramping up.
Gross Profit
Product
Product gross profit for the year ended December 31, 2024, increased by 21% to $4.73 billion, representing 67.2% of 
product revenue, compared to $3.91 billion, representing 65.7% of product revenue, for the year ended December 31, 2023. The 
higher product gross profit margin for the year ended December 31, 2024, was primarily driven by leverage on fixed overhead 
costs, lower logistics costs, and lower excess and obsolete inventory charges, partially offset by higher costs associated with our 
da Vinci 5 surgical system launch.
Product gross profit for the years ended December 31, 2024, and 2023, included share-based compensation expense of 
$98.5 million and $83.4 million, respectively, and intangible assets amortization expense of $11.5 million and $13.5 million, 
respectively.
Our capital expenditures increased during 2024, as we continued to build the infrastructure needed to scale our business. 
As a result, beginning in 2025, we expect depreciation expense to increase, which may impact our future gross profit margin.
In 2025, the new U.S. presidential administration has proposed new and incremental tariffs on goods imported to the U.S. 
Specifically, tariffs of 25% could be imposed on imports from Mexico where a significant majority of our instruments and 
accessories are manufactured. In addition, we import raw materials and finished goods from sources outside of the U.S., which 
could also be subject to tariffs, such as our endoscopes, which are primarily manufactured in Germany. If the tariffs are 
implemented as proposed and noted above, we expect that the estimated decrease in our gross profit in 2025 could be material. 
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The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing 
of implementation, and the amount, scope, and nature of the tariffs.
Service
Service gross profit for the year ended December 31, 2024, increased by 11% to $0.90 billion, representing 69.0% of 
service revenue, compared to $0.82 billion, representing 69.8% of service revenue, for the year ended December 31, 2023. The 
higher service gross profit for the year ended December 31, 2024, was primarily driven by higher service revenue, reflecting a 
larger installed base of systems, and a lower service gross profit margin. The lower service gross profit margin for the year 
ended December 31, 2024, was primarily driven by an unfavorable repair mix and higher excess and obsolete inventory 
charges, partially offset by fixed cost leverage from higher repair volume.
Service gross profit for the years ended December 31, 2024, and 2023, included share-based compensation expense of 
$30.5 million and $28.2 million, respectively, and intangible assets amortization expense of $0.8 million and $0.9 million, 
respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include costs for sales, marketing, and administrative personnel, sales and 
marketing activities, trade show expenses, legal expenses, regulatory fees, and general corporate expenses.
Selling, general and administrative expenses for the year ended December 31, 2024, increased by 9% to $2.14 billion, 
compared to $1.96 billion for the year ended December 31, 2023. The increase in selling, general and administrative expenses 
for the year ended December 31, 2024, was primarily driven by higher headcount and personnel-related expenses, including 
share-based compensation expense, higher litigation charges, and higher legal expenses. In 2024, we made a charitable 
contribution of $45 million to the Intuitive Foundation, a not-for-profit organization whose mission is to reduce the global 
burden of disease and suffering through research, education, and philanthropy aimed at better outcomes for patients around the 
globe. In 2023, we made a charitable contribution of $40 million to the Intuitive Foundation.
Selling, general and administrative expenses for the years ended December 31, 2024, and 2023, included share-based 
compensation expense of $305 million and $275 million, respectively, and intangible assets amortization expense of $2.4 
million and $3.3 million, respectively.
Research and Development Expenses
Research and development costs are expensed as incurred. Research and development expenses include costs associated 
with the design, development, testing, and significant enhancement of our products. Our main product development initiatives 
include multi-port, Ion, and SP platform investments and our digital products and services.
Research and development expenses for the year ended December 31, 2024, increased by 15% to $1.15 billion, compared 
to $1.00 billion for the year ended December 31, 2023. The increase in research and development expenses for the year ended 
December 31, 2024, was primarily driven by higher headcount and personnel-related expenses, including share-based 
compensation expense, and other project costs incurred to support a broader set of product development initiatives.
Research and development expenses for the years ended December 31, 2024, and 2023, included share-based 
compensation expense of $255 million and $212 million, respectively, and intangible asset-related charges of $7.8 million and 
$13.5 million, respectively.
Research and development expenses fluctuate with project timing. Based upon our broader set of product development 
initiatives and the stage of the underlying projects, we expect to continue to make substantial investments in research and 
development and anticipate that research and development expenses will continue to increase in the future.
Interest and Other Income, Net
Interest and other income, net, for the year ended December 31, 2024, increased by 69% to $325 million, compared to $192 
million for the year ended December 31, 2023. Interest and other income, net increased by 547% for the year ended 
December 31, 2023, compared to $30 million for the year ended December 31, 2022. The increase in interest and other income, 
net, for the year ended December 31, 2024, was primarily driven by higher interest income earned (due to higher average 
interest rates and higher average cash and investment balances).
We held an equity investment in preferred shares of Broncus Holding Corporation (“Broncus”), which was reflected in our 
Consolidated Financial Statements on a cost basis. In September 2021, Broncus completed an initial public offering (“IPO”) of 
common shares on the Stock Exchange of Hong Kong. Upon completion of the IPO, the preferred shares were converted to 
common shares in Broncus. For the year ended December 31, 2022, we recognized a loss on this investment of approximately 
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$21 million. For the year ended December 31, 2023, we sold our shares in this investment, recognizing an additional nominal 
loss.
Income Tax Expense
Income tax expense was $336 million and $142 million for the years ended December 31, 2024, and 2023, respectively. 
Our effective tax rate for 2024 was approximately 12.6% compared to 7.2% for 2023.
Our higher effective tax rate for the year ended December 31, 2024, compared to the year ended December 31, 2023, was 
primarily due to the fact that the year ended December 31, 2023, had a benefit for certain Swiss deferred tax assets, partially 
offset by higher excess tax benefits associated with employee equity plans in 2024 compared to 2023.
Our provision for income taxes for 2023 reflected Swiss tax benefits of $92.3 million, net of a $67.3 million valuation 
allowance, related to certain tax assets recorded by our Swiss entity. In addition, a one-time net benefit of $67.1 million was 
recorded from the re-measurement of our Swiss deferred tax assets resulting from the Swiss cantonal tax rate increase enacted 
in December 2023 for years after 2024 as well as a Swiss cantonal tax rate increase from the discontinuation of our 2017 Swiss 
tax ruling, which was deemed effective as of January 1, 2023.
Our provision for income taxes for 2024 and 2023 included excess tax benefits associated with employee equity plans of 
$223 million and $108 million, respectively, which reduced our effective tax rate by 8.4 and 5.5 percentage points, respectively. 
The amount of excess tax benefits or deficiencies will fluctuate from period to period based on the price of our stock, the 
volume of share-based awards settled or vested, and the value assigned to employee equity awards under GAAP, which results 
in increased income tax expense volatility.
In 2021, the OECD established an inclusive framework on base erosion and profit shifting and agreed on a two-pillar 
solution to global taxation, focusing on global profit allocation and a 15% global minimum effective tax rate (“Pillar Two”). 
The OECD issued Pillar Two model rules and continues to release guidance on these rules. Various countries, including 
Switzerland and EU member states, have enacted or have announced plans to enact new tax laws to implement the global 
minimum tax. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and there 
is no material impact to our tax provision for the year ended December 31, 2024. We will continue to evaluate the impact of 
these tax law changes on future reporting periods.
We file federal, state, and foreign income tax returns in many jurisdictions in the U.S. and OUS. Years before 2017 are 
considered closed for significant jurisdictions. Certain of our unrecognized tax benefits could change due to activities of various 
tax authorities, including evolving interpretations of existing tax laws in the jurisdictions in which we operate, potential 
assessment of additional tax, possible settlement of audits, or through normal expiration of various statutes of limitations, which 
could affect our effective tax rate in the period in which they change.
We are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. The 
outcome of these audits cannot be predicted with certainty. Management regularly assesses the likelihood of adverse outcomes 
resulting from these examinations to determine the adequacy of our provision for income taxes. If any issues addressed in our 
tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision 
for income taxes in the period such resolution occurs.
Net Income Attributable to Noncontrolling Interest in Joint Venture
The Company’s Joint Venture with Fosun Pharma was initially established to research, develop, manufacture, and sell 
robotic-assisted, catheter-based medical devices. The Joint Venture is owned 60% by us and 40% by Fosun Pharma and is 
located in China. In 2019, the Joint Venture acquired certain assets, including distribution rights, customer relationships, and 
certain personnel, from Chindex and its affiliates, a subsidiary of Fosun Pharma, and began direct operations for da Vinci 
products and services in China. Following approval in June 2023 by China’s NMPA for a local version of our da Vinci Xi 
surgical system, in August 2023, our Intuitive-Fosun Pharma Joint Venture received a manufacturing license that permits the 
Joint Venture to manufacture our da Vinci Xi surgical system for sale to customers in China.
Net income attributable to noncontrolling interest in Joint Venture for the year ended December 31, 2024, was 
$14.9 million, compared to $19.3 million for the year ended December 31, 2023.
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Liquidity and Capital Resources
Sources and Uses of Cash and Cash Equivalents
Our principal source of liquidity is cash provided by our operations and by the issuance of common stock through the 
exercise of stock options and our employee stock purchase program. Cash and cash equivalents plus short- and long-term 
investments increased by $1.49 billion to $8.83 billion as of December 31, 2024, from $7.34 billion as of December 31, 2023, 
primarily as a result of cash provided by operating activities and proceeds from stock option exercises and employee stock 
purchases, partially offset by cash used for capital expenditures and taxes paid related to net share settlements of equity awards. 
Our cash requirements depend on numerous factors, including market acceptance of our products, the resources we devote 
to developing and supporting our products, and other factors. We expect to continue to devote substantial resources to expand 
procedure adoption and acceptance of our products. We have made substantial investments in our commercial operations, 
product development activities, facilities, and intellectual property. Based on our business model, we anticipate that we will 
continue to be able to fund future growth through cash provided by our operations. We believe that our current cash, cash 
equivalents, and investment balances, together with income to be derived from our business, will be sufficient to meet our 
liquidity requirements for the foreseeable future. However, we may experience reduced cash flow from operations as a result of 
macroeconomic and geopolitical headwinds.
As of December 31, 2024, $558 million of our cash, cash equivalents, and investments was held by foreign subsidiaries. 
We intend to repatriate earnings from our Swiss and Dutch subsidiaries and our joint venture in Hong Kong, as needed, since 
the U.S. and foreign tax implications of such repatriations are not expected to be significant. We will continue to indefinitely 
reinvest earnings from the rest of our foreign subsidiaries and do not expect the tax implications of repatriating these earnings to 
be significant.
See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for discussion on the impact of interest rate 
risk and market risk on our investment portfolio.
Consolidated Cash Flow Data
The following table summarizes our cash flows for the years ended December 31, 2024, 2023, and 2022 (in millions):
 
Years Ended December 31,
 
2024
2023
2022
Net cash provided by (used in):
Operating activities
$ 
2,415.0 $ 
1,813.8 $ 
1,490.8 
Investing activities
 
(3,272.8)  
(360.1)  
1,370.8 
Financing activities
 
150.9  
(287.6)  
(2,572.3) 
Effect of exchange rates on cash, cash equivalents, and restricted cash
 
(0.8)  
3.3  
5.4 
Net increase (decrease) in cash, cash equivalents, and restricted cash
$ 
(707.7) $ 
1,169.4 $ 
294.7 
Operating Activities
For the year ended December 31, 2024, net cash provided by operating activities of $2.42 billion exceeded our net income 
of $2.34 billion, primarily due to the following factors:
1.
Our net income included non-cash charges of $997 million, consisting primarily of share-based compensation of $677 
million, depreciation expense and losses on the disposal of property, plant, and equipment of $445 million, and  
amortization of deferred commissions of $38 million, partially offset by deferred income tax benefits of $135 million 
and accretion of investment discounts, net of losses on investments of $43 million.
2.
The non-cash charges outlined above were partially offset by changes in operating assets and liabilities that resulted in 
$919 million of cash used in operating activities during the year ended December 31, 2024. Inventory, including the 
transfer of equipment from inventory to property, plant, and equipment of $615 million, partially offset by the transfer 
of property, plant, and equipment to inventory of $44 million, increased by $830 million, primarily to address the 
growth in our business, expand our leasing business, and mitigate risks of disruption that could arise from global 
supply chain shortages and manufacturing line transfers. Refer to Note 4 to the Consolidated Financial Statements for 
further details regarding inventory in the supplemental cash flow information.
Cash used in operating activities was also driven by an increase in prepaid and other assets of $232 million, primarily 
driven by new and extended lessee operating lease arrangements and deferred commissions as a result of operating 
leasing arrangements with customers. Accounts receivable increased by $96 million, primarily due to increased sales, 
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as well as the timing of billings and collections. The unfavorable impact of these items on cash provided by operating 
activities was partially offset by an increase in other liabilities of $108 million, primarily driven by new and extended 
lessee operating lease arrangements. Also, accrued compensation and employee benefits increased by $99 million, 
primarily due to higher headcount and higher variable compensation.
For the year ended December 31, 2023, net cash provided by operating activities of $1.81 billion was less than our net 
income of $1.82 billion, primarily due to the following factors:
1.
Our net income included non-cash charges of $774 million, consisting primarily of share-based compensation of $593 
million, depreciation expense and losses on the disposal of property, plant, and equipment of $402 million, deferred 
income tax benefits of $281 million, amortization of deferred commissions of $33 million; and intangible asset 
amortization of $20 million.
2.
The non-cash charges outlined above were partially offset by changes in operating assets and liabilities that resulted in 
$778 million of cash used in operating activities during the year ended December 31, 2023. Inventory, including the 
transfer of equipment from inventory to property, plant, and equipment, increased by $713 million, primarily to 
address the growth in the business as well as to mitigate risks of disruption that could arise from supply or other 
matters. Refer to the supplemental cash flow information in Note 4 to the Consolidated Financial Statements for 
further details.
Cash used in operating activities was also driven by an increase in accounts receivable of $186 million, primarily due 
to the timing of billings and collections. Other accrued liabilities decreased by $33 million, primarily due to timing of 
income tax payments. The unfavorable impact of these items on cash provided by operating activities was partially 
offset by an increase in deferred revenue of $53 million, primarily due to collections of payments related to future 
services. Also, there was an increase in accounts payable by $42 million, primarily due to the timing of billing and 
payments, an increase in accrued compensation and employee benefits by $35 million, primarily due to higher 
headcount and higher variable compensation, and a decrease in prepaid expenses and other assets by $24 million, 
primarily due to a decrease in net investments in sales-type leases.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2024, consisted primarily of purchases of 
investments, net of proceeds from maturities and sales, of $2.16 billion and $1.11 billion paid for the acquisition of property, 
plant, and equipment.
Net cash used in investing activities for the year ended December 31, 2023, consisted primarily of $1.06 billion paid for the 
acquisition of property, plant, and equipment, partially offset by proceeds from maturities and sales of investments, net of 
purchases, of $0.71 billion.
Net cash provided by investing activities for the year ended December 31, 2022, consisted primarily of proceeds from 
maturities and sales of investments, net of purchases, of $1.92 billion, partially offset by $532 million paid for the acquisition of 
property, plant, and equipment.
We invest predominantly in high quality, fixed income securities. Our investment portfolio may, at any time, contain 
investments in money market funds, U.S. treasury and U.S. government agency securities, high-quality corporate notes and 
bonds, commercial paper, non-U.S. government agency securities, and taxable and tax-exempt municipal notes.
Financing Activities
Net cash provided by financing activities for the year ended December 31, 2024, consisted primarily of proceeds from 
stock option exercises and employee stock purchases of $429 million, partially offset by cash used for taxes paid on behalf of 
employees related to net share settlements of vested employee equity awards of $270 million.
Net cash used in financing activities for the year ended December 31, 2023, consisted primarily of cash used in the 
repurchase of approximately 1.7 million shares of our common stock for $416 million and taxes paid on behalf of employees 
related to net share settlements of vested employee equity awards of $165 million, partially offset by proceeds from stock 
option exercises and employee stock purchases of $296 million.
Net cash used in financing activities for the year ended December 31, 2022, consisted primarily of cash used in the 
repurchase of approximately 11.2 million shares of our common stock for $2.61 billion, 8.5 million shares of which related to 
accelerated share buyback programs executed and settled during 2022 and further described in Note 9 to the Consolidated 
Financial Statements, and taxes paid on behalf of employees related to net share settlements of vested employee equity awards 
of $194 million, partially offset by proceeds from stock option exercises and employee stock purchases of $234 million.
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Capital Expenditures
Our capital expenditures increased in 2024 as we continue to build the infrastructure needed to scale and supply our 
customers with highly differentiated products manufactured in highly automated factories to facilitate outstanding performance 
in product quality, availability, and cost. A significant portion of this investment involves the construction of facilities to 
expand our manufacturing and commercial capabilities. We have also been vertically integrating key technologies to develop a 
more robust supply chain and bring important products to market at attractive price points. These investments include increased 
ownership of our imaging pipelines, and investments in strategic instruments and accessories technologies that allow us to serve 
our customers better. We expect these capital investments to range between $650 million and $800 million in 2025, the 
majority of which will be facilities-related investments. We intend to fund these capital investments with cash generated from 
operations.
Contractual Obligations and Commercial Commitments
Operating leases.  We lease spaces for our operations in the U.S. as well as in Japan, China, Israel, Mexico, Germany, 
South Korea, the United Kingdom, India, and other countries. We also lease automobiles for certain sales and field service 
employees. These leases have varying terms of up to 20 years. Operating lease amounts include future minimum lease 
payments under all of our non-cancellable operating leases with an initial term in excess of one year. Refer to Note 6 to the 
Consolidated Financial Statements included in Part II, Item 8 for further details.
Purchase commitments and obligations.  Total purchase commitments and obligations as of December 31, 2024, are 
estimated to be approximately $2.12 billion, of which $1.78 billion is expected to be due within a year. These amounts include 
an estimate of all open purchase orders and contractual obligations in the ordinary course of business, including commitments 
with contract manufacturers and suppliers for which we have not received the goods or services, commitments for capital 
expenditures, including construction-related activities, for which we have not received the goods or services, and commitments 
for the acquisition and licensing of intellectual property. Approximately one third of our estimated purchase commitments and 
obligations are facilities-related. Although open purchase orders are considered enforceable and legally binding, the terms 
generally allow us the option to cancel, reschedule, or adjust our requirements based on our business needs prior to the delivery 
of goods or performance of services. In addition to the above, we have committed to making potential future milestone 
payments to third parties as part of licensing, collaboration, and development arrangements. Payments under these agreements 
generally become due and payable only upon achievement of certain developmental, regulatory, and/or commercial milestones. 
For instances in which the achievement of these milestones is neither probable nor reasonably estimable, such contingencies 
have not been recorded on our Consolidated Balance Sheets.
2017 Tax Act deemed repatriation tax.  As of December 31, 2024, our obligation associated with the deemed repatriation 
tax is $67 million. The remaining balance is expected to be paid in 2025.
We estimate making payments of approximately $22 million relating to our unrecognized tax benefits in the next 12 
months.
Off-Balance Sheet Arrangements
As of December 31, 2024, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) 
of Regulation S-K promulgated under the Exchange Act.
Critical Accounting Estimates
Our Consolidated Financial Statements are prepared in conformity with GAAP, which requires us to make judgments, 
estimates, and assumptions. See “Note 2. Summary of Significant Accounting Policies,” in Notes to the Consolidated Financial 
Statements, which is included in “Item 8. Financial Statements and Supplementary Data,” for a description of our significant 
accounting policies and methods used in the preparation of our Consolidated Financial Statements. The methods, estimates, and 
judgments that we use in applying our accounting policies require us to make difficult and subjective judgments, often as a 
result of the need to make estimates regarding matters that are inherently uncertain. Our most critical accounting estimates 
include:
•
Standalone selling prices used to allocate the contract consideration to the individual performance obligations, 
which impacts revenue recognition;
•
Valuation and recognition of investments, which impacts our investment portfolio balance when we assess fair 
value and interest and other income, net, when we record impairments;
•
Valuation of inventory, which impacts gross profit margins;
•
Valuation of and assessment of the recoverability of intangible assets and goodwill and the estimated useful lives 
of intangible assets, which primarily impacts gross profit margin or operating expenses when we record asset 
impairments or accelerate their amortization;
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•
Recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax 
positions), which impact our provision for taxes; and
•
Estimate of probable loss associated with legal contingencies, which impacts accrued liabilities and operating 
expenses.
Revenue recognition.  Our system sale arrangements contain multiple products and services, including system(s), system 
components, system accessories, instruments, accessories, and services. Other than services, we generally deliver all of the 
products upfront. Each of these products and services is a distinct performance obligation. System accessories, instruments, 
accessories, and services are also sold on a standalone basis.
For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone 
selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a 
standalone selling price is not directly observable, then we estimate the standalone selling prices considering market conditions 
and entity-specific factors including, but not limited to, historical pricing data, features and functionality of the products and 
services, geographies, type of customer, and market conditions. We regularly review standalone selling prices and maintain 
internal controls over establishing and updating these estimates.
Our system sales arrangements generally include a five-year period of service. The first year of service is generally free and 
included in the system sale arrangement, and the remaining four years are billed at a stated service price. Revenue that is 
allocated to the service obligation is deferred and recognized ratably over the service period.
Investments valuation.  Our investments may include, at any time, a diversified portfolio of money market funds, U.S. 
treasury and U.S. government agency securities, high-quality corporate notes and bonds, commercial paper, non-U.S. 
government agency securities, and taxable and tax-exempt municipal notes, as well as equity investments with and without 
readily determinable value. The assessment of the fair value of investments can be difficult and subjective. GAAP establishes 
three levels of inputs that may be used to measure fair value. Each level of input has different levels of subjectivity and 
difficulty involved in determining fair value. Valuation of Level 1 and 2 instruments generally do not require significant 
management judgment, and the estimation is not difficult. Level 3 instruments include unobservable inputs that are supported 
by little or no market activity and that are significant to the fair value of the assets or liabilities. The determination of fair value 
for Level 3 instruments requires the most management judgment and subjectivity. There were no Level 3 securities for the 
periods presented.
After determining the fair value of our available-for-sale instruments, we identify instruments with an amortized cost basis 
in excess of their estimated fair value. Available-for-sale instruments in an unrealized loss position are written down to fair 
value through a charge to interest and other income, net in the Consolidated Statements of Income, if we intend to sell the 
security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis. For the 
remaining securities, we assess what amount of the excess, if any, is caused by expected credit losses. Factors considered in 
determining whether a credit-related loss exists include the financial condition and near-term prospects of the investee, the 
extent of the loss related to the credit of the issuer, and the expected cash flows from the security. These judgments could prove 
to be wrong, and companies with relatively high credit ratings and solid financial conditions may not be able to fulfill their 
obligations.
No significant impairment charges were recorded during the years ended December 31, 2024, 2023, and 2022. As of 
December 31, 2024, and 2023, net unrealized losses on investments of $14.6 million and $29.7 million, net of tax, respectively, 
were included in accumulated other comprehensive loss.
Inventory valuation.  Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis. The cost 
basis of our inventory is reduced for any products that are considered excess or obsolete based on assumptions about future 
demand and market conditions. If actual future demand or market conditions are less favorable than those projected by 
management, additional inventory write-downs may be required, which could have a material adverse effect on the results of 
our operations.
Valuation of intangible assets and goodwill.  We allocate the fair value of purchase consideration, including contingent 
consideration, to assets acquired and liabilities assumed in a business combination based on their estimated fair values at the 
acquisition date. The excess of the fair value of the purchase consideration over the fair value of assets acquired, liabilities 
assumed, and any noncontrolling interest is recorded as goodwill. When determining the fair value of assets acquired, liabilities 
assumed, and any noncontrolling interest, management is required to make certain estimates and assumptions, especially with 
respect to intangible assets. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the 
amount and timing of projected future cash flows, the discount rate used to determine the present value of these cash flows, and 
the determination of the assets’ life cycle. These estimates are inherently uncertain and, therefore, actual results may differ from 
the estimates made.
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Our intangible assets include identifiable intangible assets and goodwill. Identifiable intangible assets include developed 
technology, patents, distribution rights, customer relationships, licenses, and non-competition arrangements. Currently, all of 
our identifiable intangible assets have finite lives. Goodwill and intangible assets with indefinite lives are subject to an annual 
impairment review (or more frequent if impairment indicators arise) by applying a fair value-based test. There have been no 
such impairments.
Identifiable intangible assets with finite lives are subject to impairment testing and are reviewed for impairment when 
events or circumstances indicate that the carrying value of an asset is not recoverable and its carrying amount exceeds its fair 
value. We evaluate the recoverability of the carrying value of these identifiable intangible assets based on estimated 
undiscounted cash flows to be generated from such assets. If the cash flow estimates or the significant operating assumptions 
upon which they are based change in the future, we may be required to record additional impairment charges.
The valuation and classification of intangible assets and goodwill and the assignment of useful lives for purposes of 
amortization involves judgments and the use of estimates. The evaluation of these intangible assets and goodwill for 
impairment under established accounting principles is required on a recurring basis. Changes in business conditions could 
potentially require future adjustments to the assumptions made. When we determine that the useful lives of assets are shorter 
than we had originally estimated, we accelerate the rate of amortization over the assets’ new, shorter useful lives. No significant 
impairment charges or accelerated amortization were recorded for the years ended December 31, 2024, 2023, and 2022. A 
considerable amount of judgment is required in assessing impairment, which includes financial forecasts. If conditions are 
different from management’s current estimates, material write-downs of long-lived assets may be required, which would 
adversely affect our operating results.
Accounting for income taxes.  Significant management judgment is required in determining our provision for income 
taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets in accordance with 
GAAP. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions and in the calculation of 
certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and 
financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes to these 
estimates may result in an increase or decrease in our tax provision in the current period or subsequent periods.
Also, we must assess the likelihood that we will be able to recover our deferred tax assets. In the event that all or part of 
our deferred tax assets are not recoverable in the future, we must increase our provision for taxes by recording a valuation 
allowance to reduce our deferred tax assets to the amount that is more likely than not to be recoverable. In order for our 
deferred tax assets to be recoverable, we must be able to generate sufficient taxable income in those jurisdictions where the 
deferred tax assets are located. We consider forecasted income, including income that may be generated as a result of certain 
tax planning strategies, together with future reversals of existing taxable temporary differences, in determining the need for a 
valuation allowance. As of December 31, 2024, we believe that it is more likely than not that our deferred tax assets will 
ultimately be recovered, with the exception primarily of our California deferred tax assets and a portion of our Swiss deferred 
tax assets. We believe that, due to the computation of California taxes under the single sales factor, it is more likely than not 
that our California deferred tax assets of $243.2 million will not be realized. Additionally, given certain limitations prescribed 
by the Swiss tax authority on the utilization of some of our Swiss deferred tax assets, we believe that it is more likely than not 
that $67.3 million of the Swiss deferred tax assets will not be realized based on the future forecasted income of our Swiss entity. 
Our ability to realize the deferred tax assets could be reduced in the future if our estimates of future forecasted income do not 
support the realization of our deferred tax assets. Should there be a change in our ability to realize our deferred tax assets, our 
tax provision would be affected in the period in which such change takes place.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We 
recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for 
recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be 
sustained on audit, including resolution of related appeals or litigation processes, if any. If we determine that a tax position will 
more likely than not be sustained on audit, then the second step requires us to estimate and measure the tax benefit as the largest 
amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate 
such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax 
positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or 
circumstances, changes in tax law, effective settlement of audit issues, and new audit activity. Such a change in the recognition 
or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.
Accounting for legal contingencies.  From time to time, we are involved in a number of legal proceedings involving 
product liability, intellectual property, shareholder derivative actions, securities class actions, employment, and other matters. 
We record a liability and related charge to earnings in our Consolidated Financial Statements for legal contingencies when the 
loss is considered probable and the amount can be reasonably estimated. Our assessment is re-evaluated each period and is 
based on all available information, including discussion with any outside legal counsel that represents us. If a reasonable 
estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range 
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85

of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible, 
but not probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the Notes to the 
Consolidated Financial Statements.
When determining the estimated probable loss or range of losses, significant judgment is required to be exercised in order 
to estimate the amount and timing of the loss to be recorded. Estimates of probable losses resulting from litigation are 
inherently difficult to make, particularly when the matters are in early procedural stages with incomplete facts and information. 
The final outcome of legal proceedings is dependent on many variables and is difficult to predict and, therefore, the ultimate 
cost to entirely resolve such matters may be materially different than the amount of current estimates. Consequently, new 
information or changes in judgments and estimates could have a material adverse effect on our business, financial condition, 
and results of operations or cash flows.
RECENT ACCOUNTING PRONOUNCEMENTS
See “Note 2. Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in “Item 8. 
Financial Statements and Supplementary Data” for additional information regarding recent accounting pronouncements, 
including the respective expected dates of adoption and estimated effects, if any, on our Consolidated Financial Statements.
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86

ITEM 7A. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate and Market Risk
The primary objective of our investment activities is to preserve principal while supporting our liquidity requirements. To 
achieve this objective, we maintain a diversified portfolio of cash equivalents and short- and long-term investments in a variety 
of high-quality securities, including money market funds, U.S. treasury and U.S. government agency securities, high-quality 
corporate notes and bonds, commercial paper, non-U.S. government agency securities, and taxable and tax-exempt municipal 
notes. The securities are classified as available-for-sale and consequently are recorded at fair value with unrealized gains or 
losses reported as a separate component of accumulated other comprehensive loss. The weighted average duration of our 
portfolio as of December 31, 2024, was approximately 1.3 years. If interest rates rise, the market value of our investments may 
decline, which could result in a realized loss if we are forced to sell an investment before its scheduled maturity. A hypothetical 
increase or decrease in interest rates by 25 basis points would have resulted in a decrease or increase in the fair value of our net 
investment position of approximately $28 million, respectively, as of December 31, 2024. We do not utilize derivative financial 
instruments to manage our interest rate risks.
Uncertain financial markets could result in a tightening in the credit markets, a reduced level of liquidity in many financial 
markets, and extreme volatility in fixed income and credit markets. The credit ratings of the securities we have invested in 
could deteriorate and may have an adverse impact on the carrying value of these investments.
Foreign Exchange Risk
The majority of our revenue, expense, and capital purchasing activities are transacted in U.S. dollars. However, we 
generally sell our products and services in local currencies where we have direct distribution channels. We operate in a number 
of markets on a direct sales basis and incur operating expenses in local currencies. We also purchase certain product 
components from non-U.S. suppliers in local currency. As a result, because a portion of our operations consists of sales 
activities outside of the U.S., we have foreign exchange exposures to non-U.S. dollar revenues, operating expenses, accounts 
receivable, accounts payable, and foreign currency bank balances.
For the year ended December 31, 2024, sales denominated in foreign currencies were approximately 24% of total revenue. 
The objective of our hedging program is to mitigate the impact of changes in currency exchange rates on our net cash flow from 
foreign currency-denominated sales and expenses. For the year ended December 31, 2024, our revenue would have decreased 
by approximately $118 million if the U.S. dollar exchange rate strengthened by 10%. We also hedge the net recognized non-
functional currency balance sheet exposures with foreign exchange forward contracts to reduce the risk that our earnings and 
cash flows will be adversely affected by changes in exchange rates. A 10% strengthening of the U.S. dollar exchange rate 
against all currencies to which we have exposure, after considering foreign currency hedges and offsetting positions as of 
December 31, 2024, would have resulted in an approximately $12 million increase in the carrying amounts of those net assets. 
Actual gains and losses in the future may differ materially from the hypothetical gains and losses discussed above based on 
changes in the timing and amount of foreign currency exchange rate movements and our actual exposure and hedging 
transactions. Bank counterparties to foreign exchange forward contracts expose us to credit-related losses in the event of their 
nonperformance. To mitigate that risk, we only contract with counterparties that meet certain minimum requirements under our 
counterparty risk assessment process. We monitor credit ratings and potential downgrades on at least a quarterly basis. Based 
on our ongoing assessment of counterparty risk, we will adjust our exposure to various counterparties.
Although we sell to distributors outside of the U.S. in U.S. dollars, strengthening of the dollar can impact our distributors’ 
margins and could impact the end customers’ ability to purchase our products if our distributors seek to recover the impact of 
the change in the dollar by increasing product and service prices. Less than 10% of our revenue is conducted through 
distributors outside of the U.S. Strengthening of the dollar relative to non-U.S. currencies could have an adverse impact on our 
business.
Our operations outside of the U.S. are subject to risks typical of operations outside of the U.S. including, but not limited to, 
differing economic conditions, changes in the political climate, differing tax structures, other regulations and restrictions, and 
foreign exchange rate volatility.
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87

ITEM 8. 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index To Consolidated Financial Statements
Page No.
Report of Independent Registered Public Accounting Firm –
PCAOB ID: 238
89
Consolidated Balance Sheets as of December 31, 2024, and 2023
91
Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022
92
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022
93
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023, and 2022
94
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022
95
Notes to the Consolidated Financial Statements
96
Schedule II—Valuation and Qualifying Accounts
126
All other schedules have been omitted, because they are not applicable or the required information is shown in the 
Consolidated Financial Statements or the Notes thereto.
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88

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Intuitive Surgical, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Intuitive Surgical, Inc. and its subsidiaries (the “Company”) 
as of December 31, 2024, and 2023, and the related consolidated statements of income, of comprehensive income, of 
stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related 
notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the 
“consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of 
December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee 
of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial 
position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the 
three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United 
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over 
financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) 
issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal 
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included 
in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express 
opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting 
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United 
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities 
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, 
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material 
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement 
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. 
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated 
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by 
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal 
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the 
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based 
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the 
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the 
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally 
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures 
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit 
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and 
expenditures of the company are being made only in accordance with authorizations of management and directors of the 
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or 
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate 
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
89

Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial 
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or 
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or 
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated 
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate 
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Determination of Standalone Selling Prices Related to System Sale Arrangements
As described in Notes 2 and 5 to the consolidated financial statements, the Company recognized $1,966.0 million of systems 
revenue during the year ended December 31, 2024, of which a majority relates to system sale arrangements. The Company’s 
system sale arrangements include a combination of the following performance obligations: system(s); system components; 
system accessories; instruments; accessories; and system service. For multiple-element arrangements, revenue is allocated to 
each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable 
prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, 
then management estimates the standalone selling price considering market conditions and entity-specific factors including, but 
not limited to, historical pricing data, features and functionality of the products and services, geographies, and type of customer.
The principal considerations for our determination that performing procedures relating to the determination of standalone 
selling prices related to system sale arrangements is a critical audit matter are the significant judgment by management when 
determining estimates of standalone selling prices, which in turn led to a high degree of auditor judgment, subjectivity, and 
effort in performing procedures and evaluating audit evidence relating to the estimates of standalone selling prices used to 
allocate the transaction price of an arrangement to each distinct performance obligation.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall 
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls over the 
revenue recognition process, including controls over the determination of the estimates of standalone selling prices. These 
procedures also included, among others, (i) testing management’s process for determining the estimates of standalone selling 
prices; (ii) evaluating the appropriateness of the overall methodology used by management to develop the estimates, including 
the appropriateness of the data inputs related to the products and services, geographies, and type of customer used in the 
methodology; (iii) testing the completeness and accuracy of the data used in the methodology; and (iv) testing the accuracy of 
management’s calculations of estimated selling prices.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 31, 2025
We have served as the Company’s auditor since 2014.
90

December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$ 
2,027.4 $ 
2,750.1 
Short-term investments
 
1,985.9  
2,473.1 
Accounts receivable, net of allowances of $30.7 and $27.1 as of December 31, 2024, 
and 2023, respectively
 
1,225.4  
1,130.2 
Inventory
 
1,487.2  
1,220.6 
Prepaids and other current assets
 
385.1  
314.0 
Total current assets
 
7,111.0  
7,888.0 
Property, plant, and equipment, net
 
4,646.6  
3,537.6 
Long-term investments
 
4,819.1  
2,120.0 
Deferred tax assets
 
1,045.1  
910.5 
Intangible and other assets, net
 
773.9  
636.7 
Goodwill
 
347.5  
348.7 
Total assets
$ 
18,743.2 $ 
15,441.5 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 
193.4 $ 
188.7 
Accrued compensation and employee benefits
 
535.6  
436.4 
Deferred revenue
 
468.8  
446.1 
Other accrued liabilities
 
547.5  
587.5 
Total current liabilities
 
1,745.3  
1,658.7 
Other long-term liabilities
 
468.3  
385.5 
Total liabilities
 
2,213.6  
2,044.2 
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, 2.5 shares authorized, $0.001 par value, issuable in series; zero shares 
issued and outstanding as of December 31, 2024, and 2023
 
—  
— 
Common stock, 600.0 shares authorized, $0.001 par value, 356.6 shares and 352.3 
shares issued and outstanding as of December 31, 2024, and 2023, respectively
 
0.4  
0.4 
Additional paid-in capital
 
9,681.3  
8,576.4 
Retained earnings
 
6,803.3  
4,743.0 
Accumulated other comprehensive loss
 
(51.3)  
(12.2) 
Total Intuitive Surgical, Inc. stockholders’ equity
 
16,433.7  
13,307.6 
Noncontrolling interest in joint venture
 
95.9  
89.7 
Total stockholders’ equity
 
16,529.6  
13,397.3 
Total liabilities and stockholders’ equity
$ 
18,743.2 $ 
15,441.5 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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INTUITIVE SURGICAL, INC.
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT PAR VALUE AMOUNTS)
91

 
Years Ended December 31,
2024
2023
2022
Revenue:
Product
$ 
7,045.0 $ 
5,956.3 $ 
5,198.0 
Service
 
1,307.1  
1,167.8  
1,024.2 
Total revenue
 
8,352.1  
7,124.1  
6,222.2 
Cost of revenue:
Product
 
2,313.1  
2,041.8  
1,700.3 
Service
 
404.8  
352.8  
325.9 
Total cost of revenue
 
2,717.9  
2,394.6  
2,026.2 
Gross profit
 
5,634.2  
4,729.5  
4,196.0 
Operating expenses:
Selling, general and administrative
 
2,140.0  
1,963.9  
1,739.9 
Research and development
 
1,145.3  
998.8  
879.0 
Total operating expenses
 
3,285.3  
2,962.7  
2,618.9 
Income from operations
 
2,348.9  
1,766.8  
1,577.1 
Interest and other income, net
 
324.9  
192.1  
29.7 
Income before taxes
 
2,673.8  
1,958.9  
1,606.8 
Income tax expense
 
336.3  
141.6  
262.4 
Net income
 
2,337.5  
1,817.3  
1,344.4 
Less: net income attributable to noncontrolling interest in joint venture
 
14.9  
19.3  
22.1 
Net income attributable to Intuitive Surgical, Inc.
$ 
2,322.6 $ 
1,798.0 $ 
1,322.3 
Net income per share attributable to Intuitive Surgical, Inc.:
Basic
$ 
6.54 $ 
5.12 $ 
3.72 
Diluted
$ 
6.42 $ 
5.03 $ 
3.65 
Shares used in computing net income per share attributable to Intuitive 
Surgical, Inc.:
Basic
 
355.2  
351.2  
355.7 
Diluted
 
362.0  
357.4  
362.0 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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INTUITIVE SURGICAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
92

Years Ended December 31,
2024
2023
2022
Net income
$ 
2,337.5 $ 
1,817.3 $ 
1,344.4 
Other comprehensive income (loss), net of tax:
Change in foreign currency translation gains (losses)
 
(53.2)  
25.7  
(0.5) 
Available-for-sale securities (net of tax):
Change in unrealized gains (losses)
 
15.0  
124.6  
(138.2) 
Less: Reclassification adjustment for (gains) losses on 
securities
 
0.1  
(0.1)  
— 
Net change
 
15.1  
124.5  
(138.2) 
Hedge instruments (net of tax):
Change in unrealized gains (losses)
 
5.7  
(6.6)  
(35.0) 
Less: Reclassification adjustment for losses on hedge 
instruments
 
7.8  
7.0  
27.6 
Net change
 
13.5  
0.4  
(7.4) 
Employee benefit plans (net of tax):
Change in unrealized gains (losses)
 
(14.9)  
(0.6)  
5.8 
Less: Reclassification adjustment for (gains) losses on 
employee benefit plans
 
(0.3)  
—  
0.2 
Net change
 
(15.2)  
(0.6)  
6.0 
Other comprehensive income (loss), net of tax
 
(39.8)  
150.0  
(140.1) 
Total comprehensive income
 
2,297.7  
1,967.3  
1,204.3 
Less: comprehensive income attributable to noncontrolling interest
 
14.2  
19.0  
20.3 
Total comprehensive income attributable to Intuitive Surgical, Inc.
$ 
2,283.5 $ 
1,948.3 $ 
1,184.0 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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INTUITIVE SURGICAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN MILLIONS)
93

Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss)/Income
Total 
Intuitive 
Surgical, Inc. 
Stockholders’ 
Equity
Noncontrolling
Interest
in 
Joint
Venture
Total 
Stockholders’ 
Equity
Shares
Amount
Balances as of December 31, 2021
 357.7 $ 0.4 $ 7,164.0 $ 4,760.9 $ 
(24.2) $ 11,901.1 $ 
50.4 $ 11,951.5 
Issuance of common stock through 
employee stock plans 
 
4.2  
—  
233.8  
—  
—  
233.8  
—  
233.8 
Shares withheld related to net share 
settlement of equity awards
 (0.7)  
—  
(7.4)  
(186.8)  
—  
(194.2)  
—  
(194.2) 
Share-based compensation expense 
related to employee stock plans
 
—  
—  
524.6  
—  
—  
524.6  
—  
524.6 
Repurchase and retirement of common 
stock
 (11.2)  
—  (211.1)  (2,396.3)  
—  (2,607.4)  
—  (2,607.4) 
Net income attributable to Intuitive 
Surgical, Inc.
 
—  
—  
—  1,322.3  
—  
1,322.3  
—  
1,322.3 
Other comprehensive income (loss)
 
—  
—  
—  
—  
(138.3)  
(138.3)  
(1.8)  
(140.1) 
Net income attributable to 
noncontrolling interest in joint venture  
—  
—  
—  
—  
—  
—  
22.1  
22.1 
Balances as of December 31, 2022
 350.0 $ 0.4 $ 7,703.9 $ 3,500.1 $ 
(162.5) $ 11,041.9 $ 
70.7 $ 11,112.6 
Issuance of common stock through 
employee stock plans 
 
4.7  
—  
296.3  
—  
—  
296.3  
—  
296.3 
Shares withheld related to net share 
settlement of equity awards
 (0.7)  
—  
(7.2)  
(157.5)  
—  
(164.7)  
—  
(164.7) 
Share-based compensation expense 
related to employee stock plans
 
—  
—  
602.1  
—  
—  
602.1  
—  
602.1 
Repurchase and retirement of common 
stock
 (1.7)  
—  
(18.7)  
(397.6)  
—  
(416.3)  
—  
(416.3) 
Net income attributable to Intuitive 
Surgical, Inc.
 
—  
—  
—  1,798.0  
—  
1,798.0  
—  
1,798.0 
Other comprehensive income (loss)
 
—  
—  
—  
—  
150.3  
150.3  
(0.3)  
150.0 
Net income attributable to 
noncontrolling interest in joint venture  
—  
—  
—  
—  
—  
—  
19.3  
19.3 
Balances as of December 31, 2023
 352.3 $ 0.4 $ 8,576.4 $ 4,743.0 $ 
(12.2) $ 13,307.6 $ 
89.7 $ 13,397.3 
Issuance of common stock through 
employee stock plans 
 
5.0  
—  
429.4  
—  
—  
429.4  
—  
429.4 
Shares withheld related to net share 
settlement of equity awards
 (0.7)  
—  
(7.7)  
(262.3)  
—  
(270.0)  
—  
(270.0) 
Share-based compensation expense 
related to employee stock plans
 
—  
—  
683.2  
—  
—  
683.2  
—  
683.2 
Net income attributable to Intuitive 
Surgical, Inc.
 
—  
—  
—  2,322.6  
—  
2,322.6  
—  
2,322.6 
Other comprehensive income (loss)
 
—  
—  
—  
—  
(39.1)  
(39.1)  
(0.7)  
(39.8) 
Cash dividends declared and paid by 
joint venture
 
—  
—  
—  
—  
—  
—  
(8.0)  
(8.0) 
Net income attributable to 
noncontrolling interest in joint venture  
—  
—  
—  
—  
—  
—  
14.9  
14.9 
Balances as of December 31, 2024
 356.6 $ 0.4 $ 9,681.3 $ 6,803.3 $ 
(51.3) $ 16,433.7 $ 
95.9 $ 16,529.6 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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INTUITIVE SURGICAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(IN MILLIONS)
94

Years Ended December 31,
2024
2023
2022
Operating activities:
Net income
$ 
2,337.5 $ 
1,817.3 $ 
1,344.4 
Adjustments to reconcile net income to net cash provided by operating 
activities:
Depreciation and loss on disposal of property, plant, and equipment, net
 
445.3  
401.6  
338.0 
Amortization of intangible assets
 
16.7  
20.2  
27.8 
Gain on sale of business
 
(1.1)  
—  
(3.8) 
(Gain) loss on investments and (accretion) amortization of investment 
discounts and premiums, net
 
(43.3)  
7.3  
49.0 
Deferred income taxes
 
(135.3)  
(280.8)  
(185.3) 
Share-based compensation expense
 
676.8  
592.8  
513.2 
Amortization of contract acquisition assets
 
37.7  
33.0 
26.6
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable
 
(95.9)  
(186.3)  
(159.3) 
Inventory
 
(830.0)  
(712.5)  
(546.6) 
Prepaids and other assets
 
(231.8)  
24.2  
(129.2) 
Accounts payable
 
(0.4)  
41.7  
21.3 
Accrued compensation and employee benefits
 
99.3  
34.8  
51.5 
Deferred revenue
 
31.2  
53.4  
21.5 
Other liabilities
 
108.3  
(32.9)  
121.7 
Net cash provided by operating activities
 
2,415.0  
1,813.8  
1,490.8 
Investing activities:
Purchases of investments
 
(5,139.6)  
(2,207.4)  
(1,399.5) 
Proceeds from sales of investments
 
100.2  
230.3  
61.1 
Proceeds from maturities of investments
 
2,878.8  
2,690.1  
3,254.4 
Purchase of property, plant, and equipment 
 
(1,111.2)  
(1,064.2)  
(532.4) 
Acquisition of businesses, net of cash, and intellectual property and other 
investing activities
 
(1.0)  
(8.9)  
(12.8) 
Net cash provided by (used in) investing activities
 
(3,272.8)  
(360.1)  
1,370.8 
Financing activities:
Proceeds from issuance of common stock relating to employee stock plans
 
429.4  
296.3  
233.8 
Taxes paid related to net share settlement of equity awards
 
(270.0)  
(164.7)  
(194.2) 
Repurchase of common stock
 
—  
(416.3)  
(2,607.4) 
Cash dividends paid by joint venture to noncontrolling interest
 
(8.0)  
—  
— 
Payment of deferred purchase consideration
 
(0.5)  
(2.9)  
(4.5) 
Net cash provided by (used in) financing activities
 
150.9  
(287.6)  
(2,572.3) 
Effect of exchange rate changes on cash, cash equivalents, and restricted 
cash
 
(0.8)  
3.3  
5.4 
Net increase (decrease) in cash, cash equivalents, and restricted cash
 
(707.7)  
1,169.4  
294.7 
Cash, cash equivalents, and restricted cash, beginning of year
 
2,770.1  
1,600.7  
1,306.0 
Cash, cash equivalents, and restricted cash, end of year
$ 
2,062.4 $ 
2,770.1 $ 
1,600.7 
The accompanying notes are an integral part of these Consolidated Financial Statements.
Table of Contents
INTUITIVE SURGICAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
95

NOTE 1.
DESCRIPTION OF THE BUSINESS
Intuitive Surgical, Inc. (“Intuitive” or the “Company”) develops, manufactures, and markets da Vinci® surgical systems and 
the Ion® endoluminal system. The Company’s products and related services enable physicians and healthcare providers to 
improve the quality of and access to minimally invasive care. The da Vinci surgical system is designed to enable surgeons to 
perform a wide range of surgical procedures within our targeted general surgery, urologic, gynecologic, cardiothoracic, and 
head and neck specialties and consists of a surgeon console or consoles, a patient-side cart, and a high-performance vision 
system. The Ion endoluminal system is a flexible, robotic-assisted, catheter-based platform for which the first cleared indication 
is minimally invasive biopsies in the lung and consists of a system cart, a controller, a catheter, and a vision probe. Both 
systems use software, instruments, and accessories.
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying Consolidated Financial Statements and accompanying notes have been prepared in accordance with 
accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company 
and its wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in 
consolidation.
The Consolidated Financial Statements include the results and balances of the Company’s majority-owned joint ventures, 
Intuitive Surgical-Fosun Medical Technology (Shanghai) Co., Ltd. and Intuitive Surgical-Fosun (HongKong) Co., Ltd. 
(collectively, the “Joint Venture”) with Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”). The Company 
holds a controlling financial interest in the Joint Venture, and the noncontrolling interest is reflected as a separate component of 
the consolidated stockholders’ equity. The noncontrolling interest’s share of the earnings in the Joint Venture is presented 
separately in the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023, 
and 2022.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions 
that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes to the Consolidated 
Financial Statements. The accounting estimates that require management’s most significant, complex, and subjective judgments 
include the valuation and recognition of investments, the standalone selling prices used to allocate the contract consideration to 
the individual performance obligations, the valuation of inventory, the valuation of and assessment of the recoverability of 
intangible assets and goodwill, the recognition and measurement of current and deferred income taxes, including the 
measurement of uncertain tax positions, and the estimates for legal contingencies. Actual results could differ materially from 
these estimates.
Concentrations of Credit Risk and Other Risks and Uncertainties
The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts 
payable, and accrued liabilities approximate fair value due to their short maturities. Marketable securities and derivative 
instruments are stated at their estimated fair values, based on quoted market prices for the same or similar instruments. The 
counterparties to the agreements relating to the Company’s investment securities and derivative instruments consist of various 
major corporations, financial institutions, municipalities, and government agencies of high credit standing.
The Company’s accounts receivable are primarily derived from billings related to revenue arrangements with customers 
and distributors located throughout the world. The Company performs credit evaluations of its customers’ financial condition 
and, generally, requires no collateral from its customers. The Company provides reserves for potential credit losses but has not 
experienced significant losses to date. As of December 31, 2024, and 2023, 66% and 65%, respectively, of accounts receivable 
were from domestic customers.
During the years ended December 31, 2024, 2023, and 2022, domestic revenue accounted for 67%, 66%, and 67% of total 
revenue, respectively, while OUS revenue accounted for 33%, 34%, and 33%, respectively, of total revenue for each of the 
years then ended.
The Company’s future results of operations and liquidity could be materially adversely affected by uncertainty surrounding 
macroeconomic and geopolitical factors in the U.S. and globally, characterized by the supply chain environment, inflationary 
pressure, elevated interest rates, disruptions in the commodities’ markets as a result of the conflict between Russia and Ukraine 
and conflicts in the Middle East, including Israel and Iran, and the introduction of or changes in tariffs or trade barriers.
Supply chain constraints have generally improved to pre-COVID-19 pandemic levels, with some isolated residual stresses, 
particularly for engineered raw materials and at certain subcontract suppliers that are operationally challenged to meet the 
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INTUITIVE SURGICAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
96

Company’s production requirements. These isolated instances did not have a material impact during 2024. Additionally, 
material and labor prices to produce some components remain elevated from historical levels due to market dynamics, demand 
mix, or general cost inflation within the supply chain. With elevated interest rates, access to credit is more difficult, and any 
insolvency of certain suppliers, including sole- and single-sourced suppliers, may have heightened continuity risks. Incidents of 
cybersecurity breaches, which have not significantly impacted the Company’s supply chain to date, also remain an active threat 
to sustained supply continuity. The Company is actively engaged in activities that seek to mitigate the impact of any supply 
chain risks and disruptions on its operations.
Some hospitals continue to experience challenges with staffing and cost pressures that could affect their ability to provide 
patient care. Additionally, certain hospitals are facing significant financial pressure as supply chain constraints and inflation 
have driven up operating costs, and elevated interest rates have made access to credit more expensive. Hospitals may also be 
adversely affected by the liquidity concerns as a result of the broader macroeconomic environment. Any or all of these factors 
could negatively impact the number of da Vinci procedures performed or surgical systems placed and have a material adverse 
effect on the Company’s business, financial condition, or results of operations. As of the date of issuance of these Consolidated 
Financial Statements, the extent to which these macroeconomic factors may materially adversely affect the Company’s 
financial condition, liquidity, or results of operations is uncertain.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity from the date of purchase of 90 days or less 
to be cash equivalents.
Restricted Cash
Amounts included in restricted cash primarily relate to the Company’s insurance programs and certain employee-related 
benefits. Restricted cash included in prepaids and other current assets as of December 31, 2024, and 2023 was $20.0 million 
and $5.0 million, respectively. Restricted cash included in intangible and other assets, net, as of both December 31, 2024, and 
2023, was $15.0 million.
Investments
Available-for-sale debt securities.  The Company’s investments may consist of money market funds, U.S. treasury and 
U.S. government agency securities, high-quality corporate notes and bonds, commercial paper, non-U.S. government agency 
securities, and taxable and tax-exempt municipal notes. The Company has designated all investments as available-for-sale and, 
therefore, the investments are subject to periodic impairment under the available-for-sale debt security impairment model. 
Available-for-sale debt securities in an unrealized loss position are written down to fair value through a charge to interest and 
other income, net, if the Company intends to sell the security or it is more likely than not the Company will be required to sell 
the security before recovery of its amortized cost basis. The Company evaluates the remaining securities to determine what 
amount of the excess, if any, is caused by expected credit losses. A decline in fair value attributable to expected credit losses is 
recorded to interest and other income, net, while any portion of the loss related to non-credit factors is recorded in accumulated 
other comprehensive income (loss). For securities sold prior to maturity, the cost of the securities sold is based on the specific 
identification method. Realized gains and losses on the sale of investments are recorded in interest and other income, net in the 
Consolidated Statements of Income. Investments with remaining maturities at the date of purchase greater than 90 days and 
remaining maturities as of the reporting period of less than one year are classified as short-term investments. Investments with 
remaining maturities greater than one year are classified as long-term investments.
Equity investments.  From time to time, the Company holds equity investments with readily determinable fair values and 
equity investments without readily determinable fair values. The Company recognizes equity investments with readily 
determinable fair values at the quoted market price with changes in value recorded in interest and other income, net. The 
Company generally recognizes equity investments that do not have readily determinable fair values at cost minus impairment, if 
any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar 
investment of the same issuer.
Fair Value Measurements
The Company measures the fair value of money market funds, certain U.S. treasury securities, and equity investments with 
readily determinable value based on quoted prices in active markets for identical assets as Level 1 securities. Marketable 
securities measured at fair value using Level 2 inputs are, or have been, primarily comprised of commercial paper, corporate 
notes and bonds, U.S. and non-U.S. government agencies, municipal notes, and equity investments without readily 
determinable value. The Company reviews trading activity and pricing for these investments as of the measurement date. When 
sufficient quoted pricing for identical securities is not available, the Company uses market pricing and other observable market 
inputs for similar securities obtained from various third-party data providers. These inputs either represent quoted prices for 
similar assets in active markets or have been derived from observable market data. This approach results in the Level 2 
classification of these securities within the fair value hierarchy.
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97

Inventory
Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory costs include direct 
materials, direct labor, and normal manufacturing overhead. The cost basis of the Company’s inventory is reduced for any 
products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. 
Additionally, the cost basis of the Company’s inventory does not include any unallocated fixed overhead costs associated with 
abnormally low utilization of its factories.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-
line basis over the estimated useful lives of the assets, down to the estimated salvage value, if any. The salvage value of 
operating lease assets is estimated based on a number of factors including, but not limited to, the lease term, technological 
obsolescence, and the expected future demand for refurbished systems.
Depreciation is recognized over the following estimated useful lives:
 
Useful Lives
Building
Up to 30 years
Building improvements
Up to 15 years
Leasehold improvements
Lesser of useful life or term of lease
Equipment and furniture
5 years 
Operating lease assets
1 to 7 years
Computer and office equipment
3 to 5 years 
Enterprise-wide software
5 to 8 years 
Purchased software
Lesser of 3 years or life of license
Depreciation expense for the years ended December 31, 2024, 2023, and 2022, was $439 million, $382 million, and $326 
million, respectively.
Capitalized Software Costs for Internal Use
The Company capitalizes direct costs associated with developing or obtaining internal use software, including enterprise-
wide business software, which are incurred during the application development stage. These capitalized costs are recorded as 
capitalized software within property, plant, and equipment. Costs related to preliminary project activities and post-
implementation activities are expensed as incurred. Once the software is ready for its intended use, amounts capitalized are 
amortized over an estimated useful life of up to 8 years on a straight-line basis.
Implementation Costs in a Cloud Computing Arrangement 
The Company capitalizes qualified implementation costs incurred in a hosting arrangement that is a service contract for 
which it is the customer in accordance with the requirements for capitalizing costs incurred to develop internal-use software. 
These capitalized implementation costs are recorded within intangible and other assets, net, and are generally amortized over 
the fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis.
During the years ended December 31, 2024, 2023, and 2022, the Company recognized $10.8 million, $10.2 million, and 
$6.4 million of amortization expense associated with capitalized implementation costs, respectively.
Business Combinations
The Company accounts for business acquisitions in accordance with ASC 805, Business Combinations. This standard 
requires the acquiring entity in a business combination to recognize the assets acquired, liabilities assumed, and any 
noncontrolling interest in the acquiree using acquisition-date fair values. Certain provisions of this standard prescribe, among 
other things, the determination of acquisition-date fair value of consideration paid in a business combination, including 
contingent consideration. The excess of the acquisition-date fair value of consideration paid over the fair values of the 
identifiable assets and liabilities is recorded as goodwill. Acquisition-related costs are recognized separately from the business 
combination and are expensed as incurred. The Company includes the results of operations of the businesses that are acquired 
as of the acquisition date.
Goodwill and Intangible Assets
Goodwill and intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually 
during the fourth quarter, or if circumstances indicate their value may no longer be recoverable. Goodwill represents the excess 
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98

of the purchase price over the fair value of net identifiable assets and liabilities. The Company continues to operate in one 
segment, which is considered to be the sole reporting unit and, therefore, goodwill was tested for impairment at the enterprise 
level.
Intangible assets are carried at cost, net of accumulated amortization. The Company does not have intangible assets with 
indefinite useful lives other than goodwill. Amortization is recorded on a straight-line basis over the intangible assets’ useful 
lives, which range from approximately 3 to 8 years.
Impairment of Long-lived Assets
The Company evaluates long-lived assets, which include finite-lived intangible and tangible assets, for impairment 
whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. 
Recoverability is measured by comparing the net book value to the future undiscounted cash flows attributable to such assets. 
The Company recognizes an impairment charge equal to the amount by which the net book value exceeds its fair value. No 
material impairment losses were incurred in the periods presented.
Revenue Recognition
The Company’s revenue consists of product revenue, resulting from the sale of systems, system components, and 
instruments and accessories, and service revenue. The Company accounts for a contract with a customer when there is a legally 
enforceable contract between the Company and its customer, the rights of the parties are identified, the contract has commercial 
substance, and the collectability of the contract consideration is probable. The Company’s revenues are measured based on the 
consideration specified in the contract with each customer, net of any sales incentives and taxes collected from customers that 
are remitted to government authorities.
The Company’s system sale arrangements generally contain multiple products and services. For these bundled sale 
arrangements, the Company accounts for individual products and services as separate performance obligations if they are a 
distinct product or service that is separately identifiable from other items in bundled packages and if a customer can benefit 
from the product or service on its own or with other resources that are readily available to the customer. The Company’s system 
sale arrangements include a combination of the following performance obligations: system(s); system components; system 
accessories; instruments; accessories; and system service. The Company’s system sale arrangements generally include a five-
year period of service. The first year of service is generally free and included in the system sale arrangement, and the remaining 
four years are generally included at a stated service price. The Company considers the service terms in the arrangements that are 
legally enforceable to be performance obligations. Other than service, the Company generally satisfies all of the performance 
obligations at a point in time. System components, system accessories, instruments, accessories, and service are also sold on a 
stand-alone basis.
For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone 
selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or 
services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price 
considering market conditions and entity-specific factors including, but not limited to, historical pricing data, features and 
functionality of the products and services, geographies, and type of customer. The Company regularly reviews standalone 
selling prices and updates these estimates, as necessary.
The Company recognizes revenue as the performance obligations are satisfied by transferring control of the product or 
service to a customer. The Company generally recognizes revenue for the performance obligations in the following manner:
System sales.  For systems (including system components and system accessories) sold directly to end customers, 
revenue is recognized when the Company transfers control to the customer, which is generally at the point when 
acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the 
arrangement. For systems sold through distributors, revenue is recognized generally at the time of shipment. The 
Company’s system arrangements generally do not provide a right of return. The systems are generally covered by a one-
year warranty. Warranty costs were not material for the periods presented.
Instruments and accessories.  Revenue from sales of instruments and accessories is recognized when control is 
transferred to the customers, which generally occurs at the time of shipment but also could occur at the time of delivery, 
depending on the customer arrangement. The Company generally allows its customers in the normal course of business to 
return unused products for a limited period of time subsequent to the initial purchase and records an allowance against 
revenue for estimated returns.
Service.  Service revenue is recognized over the term of the service period, as the customer benefits from the services 
throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when 
performed.
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99

Transactions involving system trade-ins
Customers can negotiate to trade in their older systems for a credit towards the purchase of a newer generation system. 
Such trade-in transactions are generally not based on any pre-existing rights granted by the Company and are generally 
negotiated separately based on the circumstances at the time of the trade-in and based on the then-fair value of the underlying 
system. Accordingly, such trade-ins are generally not considered separate performance obligations.
When a specified-price trade-in right is granted at the time of a system purchase, it generally provides for a trade-in credit 
that declines over time and requires the customer to enter into a new purchase agreement to exercise that right. The Company 
accounts for such rights as a guarantee and reduces the total consideration by the fair value of that guarantee. The remaining 
consideration is then allocated to each performance obligation based on their relative fair value. The liability recognized for 
these guarantees was not material for any of the years presented.
Traded-in systems can generally be reconditioned and resold. The Company accounts for the fair value of the traded-in 
system as additional consideration. When there is no market for the traded-in system, no value is assigned. The value of the 
traded-in system is reported as a component of inventory until resold.
Purchases of system components
Customers have the opportunity to add additional features to their systems at a price that is separately negotiated, for 
example, by adding a second surgeon console for use with the da Vinci surgical system. Revenue is recognized when the 
component level features have been provided and all revenue recognition criteria are met.
Assets Recognized from the Cost to Obtain a Contract with a Customer
The Company has determined that certain sales incentives provided to the Company’s sales team are required to be 
capitalized when the Company expects to generate future economic benefits from the related revenue-generating contracts 
subsequent to the initial sales transaction. When determining the economic life of the contract acquisition assets recognized, the 
Company considers historical contract renewal rates, expectations of future contract renewals, and other factors that could 
impact the economic benefits that the Company expects to generate from that arrangement. Capitalized contract acquisition 
costs are recorded within intangible and other assets, net and are amortized over their economic life on a straight-line basis. The 
amounts capitalized as contract acquisition costs were $110.9 million and $89.3 million as of December 31, 2024, and 2023, 
respectively.
During the years ended December 31, 2024, 2023, and 2022, the Company recognized $37.7 million, $33.0 million, and 
$26.6 million of amortization expense associated with contract acquisition assets, respectively. The Company did not incur any 
impairment losses during the periods presented.
Intuitive System Leasing
The Company enters into lease arrangements with certain qualified customers. Leases have terms that generally range from 
12 to 84 months and are usually collateralized by a security interest in the underlying assets. The Company also leases systems 
to certain qualified customers under usage-based arrangements that have terms of up to 84 months. For these usage-based lease 
arrangements, the lease fee is generally billed monthly in arrears based on a contractual per-use fee where usage is generally 
defined as the number of procedures performed with the system.
Revenue related to multiple-element arrangements are allocated to lease and non-lease elements based on their relative 
standalone selling prices as prescribed by the Company’s revenue recognition policy. Lease elements generally include a 
system or system component, while non-lease elements generally include service. For some lease arrangements, customers are 
provided with the right to purchase the leased system at some point during and/or at the end of the lease term. Except for usage-
based lease arrangements, lease arrangements generally do not provide rights for the customers to exit or terminate the lease 
without incurring a penalty. Certain lease arrangements may also include upgrade rights that allow customers to upgrade the 
leased system to newer technology at some point during the lease term. Generally, these upgrade rights do not specify the 
terms, including the price or structure of the future upgrade transactions and are subject to negotiation and mutual agreement of 
terms based on the circumstances at the time of the upgrade, including the then-fair value of the system as well as other factors. 
System upgrade transactions generally will result in a modification of the existing lease. The Company accounts for lease 
modifications at the time a new or amended contract is executed.
In determining whether a transaction should be classified as a sales-type or operating lease (whether fixed-payment or 
usage-based), the Company considers the following terms at lease commencement: (1) whether title of the system transfers 
automatically or for a nominal fee by the end of the lease term; (2) whether the present value of the minimum lease payments 
equals or exceeds substantially all of the fair value of the leased system; (3) whether the lease term is for the major part of the 
remaining economic life of the leased system; (4) whether the lease grants the lessee an option to purchase the leased system 
that the lessee is reasonably certain to exercise; and (5) whether the underlying system is of such a specialized nature that it is 
expected to have no alternative use to the Company at the end of the lease term.
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100

The Company generally recognizes revenue from sales-type lease arrangements at the time the system is accepted by the 
customer, assuming all other revenue recognition criteria have been met. Revenue related to lease elements from sales-type 
leases is presented as product revenue. Revenue related to lease elements from fixed-payment operating lease arrangements is 
generally recognized on a straight-line basis over the lease term and is presented as product revenue. Revenue related to lease 
elements from usage-based arrangements is recognized as the customers utilize the systems and is presented as product revenue.
Other Leasing Arrangements
The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the 
lessee, operating leases are included in intangible and other assets, net, other accrued liabilities, and other long-term liabilities 
on the Consolidated Balance Sheet as of December 31, 2024. The Company currently does not have any finance leases.
Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the 
future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs 
incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company 
uses its incremental borrowing rate based on the information available at the commencement date in determining the lease 
liabilities, as the Company does not have insight into the inputs necessary to calculate the implicit rate of the leases. Lease 
terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease 
expense is recognized on a straight-line basis over the lease term.
The Company also has lease arrangements with lease and non-lease components. The Company elected the practical 
expedient not to separate non-lease components from lease components for the Company’s real estate and automobile leases. 
Additionally, the Company applied a portfolio approach to effectively account for the operating lease ROU assets and lease 
liabilities for the Company’s automobile leases. The Company also elected to apply the short-term lease measurement and 
recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.
Credit Losses
Trade accounts receivable. The allowance for doubtful accounts is based on the Company’s assessment of the collectibility 
of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit 
quality, age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. 
For the years ended December 31, 2024, and 2023, bad debt expense was not material.
Net investment in sales-type leases. The Company enters into sales-type leases with certain qualified customers to purchase 
its systems. Sales-type leases have terms that generally range from 24 to 84 months and are usually collateralized by a security 
interest in the underlying assets. The allowance for loan loss is based on the Company’s assessment of the current expected 
lifetime loss on lease receivables. The Company regularly reviews the allowance by considering factors such as historical 
experience, credit quality, age of the lease receivable balances, and current economic conditions that may affect a customer’s 
ability to pay. Lease receivables are considered past due 90 days after invoice.
The Company manages the credit risk of the net investment in sales-type leases using a number of factors relating to our 
customers, including, but not limited to, the following: size of operations; profitability, liquidity, and debt ratios; payment 
history; and past due amounts. The Company also uses credit scores obtained from external providers as a key indicator for the 
purposes of determining credit quality. The following table summarizes the amortized cost basis by year of origination and by 
credit quality for the net investment in sales-type leases as of December 31, 2024 (in millions):
2024
2023
2022
2021
2020
Prior
Net 
Investment
Credit Rating:
High
$ 
73.2 $ 
30.0 $ 
41.7 $ 
31.4 $ 
7.4 $ 
0.7 $ 
184.4 
Moderate
 
82.8  
23.7  
43.1  
27.5  
11.2  
1.1  
189.4 
Low
 
2.1  
1.0  
0.9  
1.5  
0.2  
—  
5.7 
Total
$ 
158.1 $ 
54.7 $ 
85.7 $ 
60.4 $ 
18.8 $ 
1.8 $ 
379.5 
For the year ended December 31, 2024, and 2023, credit losses related to the net investment in sales-type leases were not 
material.
The Company’s exposure to credit losses may increase if its customers are adversely affected by changes in healthcare 
laws, procedure coverage, and reimbursement, economic pressures or uncertainty associated with local or global economic 
recessions, disruption associated with COVID-19, or other customer-specific factors. Although the Company has historically 
not experienced significant credit losses, it is possible that there could be a material adverse impact from potential adjustments 
of the carrying amount of trade and lease receivables as hospital cash flows are impacted by macroeconomic factors, including 
inflation, high interest rates, and staffing shortages.
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Available-for-sale debt securities. The Company regularly reviews the securities in an unrealized loss position and 
evaluates the current expected credit loss by considering factors such as historical experience, market data, financial condition 
and near-term prospects of the investee, the extent of the loss related to the credit of the issuer, and the expected cash flows 
from the security. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero-loss 
expectation for U.S. treasury and U.S. government agency securities. The basis for this assumption is that these securities have 
consistently high credit ratings by rating agencies, have a long history with no credit losses, are explicitly guaranteed by a 
sovereign entity, which can print its own currency, and are denominated in a currency that is routinely held by central banks, 
used in international commerce, and commonly viewed as a reserve currency. Additionally, all of the Company’s investments 
in corporate debt securities and municipal securities are in securities with high-quality credit ratings, which have historically 
experienced low rates of default. For the years ended December 31, 2024, and 2023, credit losses related to available-for-sale 
debt securities were not material.
Allowance for Sales Returns
The allowance for sales returns is based on the Company’s estimates of potential future returns of certain products related 
to current period product revenue. The Company analyzes historical returns, current economic trends, and changes in customer 
demand and acceptance of the Company’s products.
Share-Based Compensation
The Company grants long-term equity awards under its stock-based compensation plans to certain employees and non-
employee directors of the Company. These awards include restricted stock units, stock options, and performance stock units. 
The Company accounts for share-based compensation plans using the fair value recognition and measurement provisions under 
GAAP. The Company’s share-based compensation cost is measured at the grant date, based on the fair value of the award, and 
is recognized as expense on a straight-line basis over the requisite service period. The Company estimates expected forfeitures 
at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimated.
Restricted stock units.  The fair value of restricted stock units (“RSUs”) is determined based on the closing quoted price of 
the Company’s common stock on the date of the grant.
Stock options.  The Black-Scholes-Merton option-pricing model is used to estimate the fair value of stock options granted 
and utilizes the following inputs: (1) closing quoted price of the Company’s common stock on the date of grant; (2) expected 
term; (3) expected volatility; and (4) risk-free interest rate.
Expected Term: The expected term represents the weighted-average period that the stock options are expected to be 
outstanding prior to being exercised. The Company determines expected term based on historical exercise patterns 
and its expectation of the time that it will take for employees to exercise options still outstanding.
Expected Volatility: The Company uses market-based implied volatility for purposes of valuing stock options 
granted. Market-based implied volatility is derived based on actively traded options with expirations greater than 
one year on the Company’s common stock. The extent to which the Company relies on market-based volatility when 
valuing options depends, among other things, on the availability of traded options on the Company’s stock and the 
term of such options. Due to a sufficient volume of traded options, the Company used 100% market-based implied 
volatility to value options granted, which the Company believes is more representative of future stock price trends 
than historical volatility.
Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of 
grant for the expected term of the stock option.
Performance stock units.  Performance stock units (“PSUs”) include predefined performance and market conditions. The 
fair value of performance stock units with performance conditions is based on the closing quoted price of the Company’s 
common stock on the date of the grant. The Company estimates the number of awards with performance conditions that will 
ultimately vest based on the probability of achievement each quarter to determine the amount of compensation expense to 
recognize each reporting period. The fair value of performance stock units that include a market condition is determined using a 
Monte Carlo valuation model.
Employee stock purchase plan.  The fair value of shares to be issued under the Company’s Employee Stock Purchase Plan 
(the “ESPP”) is computed using the Black-Scholes-Merton option-pricing model at the commencement of an offering period in 
February and August of each year utilizing the following inputs: (1) closing quoted price of the Company’s common stock on 
the initial date of the offering period; (2) expected term; (3) expected volatility; and (4) risk-free interest rate. Share-based 
compensation for the ESPP is recognized as expense on a straight-line basis over the two-year offering period.
See “Note 10. Share-Based Compensation” for a detailed discussion of the Company’s stock plans and share-based 
compensation expense.
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102

Computation of Net Income per Share
Basic net income per share attributable to Intuitive Surgical, Inc. is computed using the weighted-average number of shares 
outstanding during the period. Diluted net income per share attributable to Intuitive Surgical, Inc. is computed using the 
weighted-average number of the Company’s shares and dilutive potential shares outstanding during the period. Dilutive 
potential shares primarily consist of RSUs, stock options, PSUs, and shares to be purchased by employees under the Company’s 
ESPP.
Employee equity share options, non-vested shares, and similar equity instruments granted by the Company are treated as 
potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include the dilutive 
effect of equity awards, which is calculated based on the average share price for each fiscal period using the treasury stock 
method. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of 
compensation cost for future service that the Company has not yet recognized are assumed to be used to repurchase shares.
Research and Development Expenses
Research and development costs are expensed as incurred and include amortization of intangible assets, costs associated 
with co-development research and development licensing arrangements, costs of prototypes, salaries, benefits and other 
headcount-related costs, contract and other outside service fees, and facilities and overhead costs.
Foreign Currency and Other Hedging Instruments
For subsidiaries whose local currency is their functional currency, their assets and liabilities are translated into U.S. dollars 
at exchange rates at the balance sheet date, and revenues and expenses are translated using exchange rates in effect during the 
period. Gains and losses from foreign currency translation are included in accumulated other comprehensive income (loss) 
within stockholders’ equity in the Consolidated Balance Sheets. For all non-functional currency monetary account balances, the 
re-measurement of such balances to the functional currency results in either a foreign exchange gain or loss, which is recorded 
to interest and other income, net in the Consolidated Statements of Income in the same accounting period that the re-
measurement occurred.
The Company uses derivatives to partially offset its business exposure to foreign currency exchange risk. The terms of the 
Company’s derivative contracts are generally thirteen months or shorter. The Company typically hedges portions of its 
forecasted foreign currency exposure associated with revenue and expenses. The Company may also enter into foreign currency 
forward contracts to offset the foreign currency exchange gains and losses generated by the re-measurement of certain assets 
and liabilities denominated in non-functional currencies. The hedging program is not designated for trading or speculative 
purposes.
The Company’s accounting policies for these instruments are based on whether the instruments are designated as hedging 
or non-hedging instruments. The Company records all derivatives on the Consolidated Balance Sheets at fair value. The 
effective portions of cash flow hedges are recorded in other comprehensive income (loss) (“OCI”) until the hedged item is 
recognized in earnings. Derivative instruments designated as cash flow hedges are de-designated as hedges when it is probable 
that the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month 
time period. Gains and losses in OCI associated with such derivative instruments are reclassified immediately into earnings 
through interest and other income, net. Any subsequent changes in the fair value of such derivative instruments also are 
reflected in current earnings. Derivatives that are not designated as hedging instruments and the ineffective portions of cash 
flow hedges are adjusted to fair value through earnings in interest and other income, net.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the 
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and 
liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary 
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is 
recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to 
reduce deferred tax assets to the amounts that are expected more likely than not to be realized in the future.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will 
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized 
in the Consolidated Financial Statements from such positions are then measured based on the largest benefit that has a greater 
than 50% likelihood of being realized upon ultimate settlement. The Company includes interest and penalty on unrecognized 
tax benefits as a component of its income tax expense.
The Company recognizes excess tax benefits and tax deficiencies in the provision for income taxes as discrete items in the 
period when the awards vest or are settled. The Company accounts for Global Intangible Low-Taxed Income (“GILTI”) as 
period costs when incurred.
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103

Legal Contingencies
From time to time, the Company is involved in a number of legal proceedings involving product liability, intellectual 
property, shareholder derivative actions, securities class actions, employees, and other matters. A liability and related charge are 
recorded to earnings in the Company’s Consolidated Financial Statements for legal contingencies when the loss is considered 
probable and the amount can be reasonably estimated. The assessment is re-evaluated each period and is based on all available 
information, including discussion with any outside legal counsel that represents the Company. If a reasonable estimate of a 
known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is 
recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible but not 
probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the Notes to the Consolidated 
Financial Statements. The Company expenses legal fees as incurred.
When determining the estimated probable loss or range of losses, significant judgment is required to be exercised in order 
to estimate the amount and timing of the loss to be recorded. Estimates of probable losses resulting from litigation are 
inherently difficult to make, particularly when the matters are in early procedural stages with incomplete facts and information. 
The final outcome of legal proceedings is dependent on many variables that are difficult to predict and, therefore, the ultimate 
cost to entirely resolve such matters may be materially different than the amount of current estimates. Consequently, new 
information or changes in judgments and estimates could have a material adverse effect on the Company’s business, financial 
condition, and results of operations or cash flows.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires 
all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or 
more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess 
performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as 
incremental qualitative disclosures.
Intuitive adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis. The adoption of 2023-07 did not 
change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the 
Company’s segment-related disclosures. Refer to Note 13 for further information on Intuitive’s reportable segment.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures 
(“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of 
information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from 
continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The 
requirements of the ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. 
The Company is currently in the process of evaluating the impact of this pronouncement on our related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense 
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which 
requires disclosure about the types of costs and expenses included in certain expense captions presented on the income 
statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 
2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the 
process of evaluating the impact of this pronouncement on our related disclosures.
The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any 
accounting pronouncements issued through the date of this report will have a material impact on the Company’s Consolidated 
Financial Statements.
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104

NOTE 3.
FINANCIAL INSTRUMENTS
Cash, Cash Equivalents, and Investments
The following tables summarize the Company’s cash and available-for-sale debt securities’ amortized cost, gross 
unrealized gains, gross unrealized losses, allowance for credit loss, and fair value by significant investment category reported as 
cash and cash equivalents, short-term investments, or long-term investments as of December 31, 2024, and 2023 (in millions):
Reported as:
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance 
for Credit 
Loss
Fair
Value
Cash and
Cash
Equivalents
Short-term
Investments
Long-term
Investments
December 31, 2024
Cash
$ 
479.4 $ 
— $ 
— $ 
— $ 
479.4 $ 
479.4 $ 
— $ 
— 
Level 1:
Money market funds
 
1,516.1  
—  
—  
—  
1,516.1  
1,516.1  
—  
— 
U.S. treasuries
 
6,011.5  
13.2  
(27.5)  
—  
5,997.2  
31.9  
1,637.4  
4,327.9 
Subtotal
 
7,527.6  
13.2  
(27.5)  
—  
7,513.3  
1,548.0  
1,637.4  
4,327.9 
Level 2:
Corporate debt 
securities
 
287.5  
0.1  
(3.7)  
(0.1)  
283.8  
—  
189.7  
94.1 
U.S. government 
agencies
 
552.2  
1.5  
(2.4)  
—  
551.3  
—  
154.2  
397.1 
Municipal securities
 
4.7  
—  
(0.1)  
—  
4.6  
—  
4.6  
— 
Subtotal
 
844.4  
1.6  
(6.2)  
(0.1)  
839.7  
—  
348.5  
491.2 
Total assets measured 
at fair value
$ 8,851.4 $ 
14.8 $ 
(33.7) $ 
(0.1) $ 8,832.4 $ 2,027.4 $ 1,985.9 $ 4,819.1 
Reported as:
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance 
for Credit 
Loss
Fair
Value
Cash and
Cash
Equivalents
Short-term
Investments
Long-term
Investments
December 31, 2023
Cash
$ 
526.2 $ 
— $ 
— $ 
— $ 
526.2 $ 
526.2 $ 
— $ 
— 
Level 1:
Money market funds
 
2,223.9  
—  
—  
—  
2,223.9  
2,223.9  
—  
— 
U.S. treasuries
 
2,850.2  
20.1  
(25.4)  
—  
2,844.9  
—  
1,276.0  
1,568.9 
Subtotal
 
5,074.1  
20.1  
(25.4)  
—  
5,068.8  
2,223.9  
1,276.0  
1,568.9 
Level 2:
Corporate debt 
securities
 
1,300.4  
—  
(25.8)  
(1.1)  
1,273.5  
—  
974.6  
298.9 
U.S. government 
agencies
 
402.6  
2.0  
(7.3)  
—  
397.3  
—  
149.5  
247.8 
Municipal securities
 
79.4  
—  
(2.0)  
—  
77.4  
—  
73.0  
4.4 
Subtotal
 
1,782.4  
2.0  
(35.1)  
(1.1)  
1,748.2  
—  
1,197.1  
551.1 
Total assets measured 
at fair value
$ 7,382.7 $ 
22.1 $ 
(60.5) $ 
(1.1) $ 7,343.2 $ 2,750.1 $ 2,473.1 $ 2,120.0 
The following table summarizes the contractual maturities of the Company’s cash equivalents and available-for-sale debt 
securities (excluding money market funds), as of December 31, 2024 (in millions):
Amortized
Cost
Fair
Value
Mature in less than one year
$ 
2,017.8 $ 
2,017.8 
Mature in one to five years
 
4,838.1  
4,819.1 
Total
$ 
6,855.9 $ 
6,836.9 
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Actual maturities may differ from contractual maturities, because certain borrowers have the right to call or prepay certain 
obligations. Gross realized gains and losses recognized on the sale of investments were immaterial for the years ended 
December 31, 2024, and 2023.
The following tables present the breakdown of the available-for-sale debt securities with unrealized losses as of 
December 31, 2024, and 2023 (in millions):
 
Unrealized losses less
than 12 months
Unrealized losses 12
months or greater
Total
December 31, 2024
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
U.S. treasuries 
$ 2,744.4 $ 
(23.3) $ 
190.1 $ 
(4.2) $ 2,934.5 $ 
(27.5) 
Corporate debt securities
 
—  
—  
218.7  
(3.7)  
218.7  
(3.7) 
U.S. government agencies
 
178.1  
(1.2)  
106.7  
(1.2)  
284.8  
(2.4) 
Municipal securities
 
—  
—  
4.6  
(0.1)  
4.6  
(0.1) 
Total
$ 2,922.5 $ 
(24.5) $ 
520.1 $ 
(9.2) $ 3,442.6 $ 
(33.7) 
December 31, 2023
 
 
 
 
 
 
U.S. treasuries
$ 
48.5 $ 
— $ 1,112.9 $ 
(25.4) $ 1,161.4 $ 
(25.4) 
Corporate debt securities
 
54.2  
(0.1)  
1,219.2  
(25.8)  
1,273.4  
(25.9) 
U.S. government agencies
 
29.8  
—  
185.6  
(7.3)  
215.4  
(7.3) 
Municipal securities
 
—  
—  
77.4  
(1.9)  
77.4  
(1.9) 
Total
$ 
132.5 $ 
(0.1) $ 2,595.1 $ 
(60.4) $ 2,727.6 $ 
(60.5) 
The current unrealized losses on the Company’s available-for-sale debt securities were caused by interest rate increases. 
The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost 
basis of the investments. As of December 31, 2024, the Company does not intend to sell the investments in unrealized loss 
positions, and it is not more-likely-than-not that the Company will be required to sell any of the investments before recovery of 
their amortized cost basis, which may be at maturity. Therefore, the Company does not expect to realize any losses on these 
available-for-sale debt securities. Additional factors considered in determining the treatment of unrealized losses include the 
financial condition and near-term prospects of the investee, the extent of the loss related to the credit of the issuer, and the 
expected cash flows from the security.
Equity Investments
The following table is a summary of the activity related to equity investments (in millions):
Reported as:
December 31, 
2023
Carrying Value
Changes 
in Fair 
Value (1)
Purchases
 / Sales / 
Other (2)
December 31, 
2024
Carrying Value
Prepaids and 
other current 
assets
Intangible 
and other 
assets, net
Equity investments without readily 
determinable fair value (Level 2)
$ 
74.5 $ 
(9.3) $ 
19.4 $ 
84.6 $ 
— $ 
84.6 
(1) Recorded in interest and other income, net.
(2) Other includes foreign currency translation gains/(losses).
During 2024, the Company did not hold any equity investments with readily determinable fair values (Level 1).
During 2024, the Company recognized a net decrease in fair value of $9.3 million primarily due to impairments and net 
decreases in observable price changes for certain equity investments that lack readily determinable market values (Level 2), 
which were also reflected in interest and other income, net.
Foreign Currency Derivatives
The objective of the Company’s hedging program is to mitigate the impact of changes in currency exchange rates on net 
cash flow from foreign currency-denominated sales, expenses, intercompany balances, and other monetary assets or liabilities 
denominated in currencies other than the U.S. dollar (“USD”). The terms of the Company’s derivative contracts are generally 
thirteen months or shorter. The derivative assets and liabilities are measured using Level 2 fair value inputs.
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106

Cash Flow Hedges.  The Company enters into currency forward contracts as cash flow hedges to hedge certain forecasted 
revenue transactions denominated in currencies other than the USD, primarily the Euro (“EUR”), the British Pound (“GBP”), 
the Japanese Yen (“JPY”), the Korean Won (“KRW”), the New Taiwan Dollar (“TWD”), and the Indian Rupee (“INR”). The 
Company also enters into currency forward contracts as cash flow hedges to hedge certain forecasted expense transactions 
denominated in EUR and the Swiss Franc (“CHF”).
For these derivatives, the Company reports the unrealized after-tax gain or loss from the hedge as a component of 
accumulated other comprehensive income (loss) in stockholders’ equity and reclassifies the amount into earnings in the same 
period in which the hedged transaction affects earnings. The amounts reclassified to revenue and expenses related to the hedged 
transactions and the ineffective portions of cash flow hedges were not material for the periods presented.
Other Derivatives Not Designated as Hedging Instruments.  Other derivatives not designated as hedging instruments 
consist primarily of forward contracts that the Company uses to hedge intercompany balances and other monetary assets or 
liabilities denominated in currencies other than the USD, primarily the EUR, GBP, JPY, KRW, CHF, TWD, INR, and the 
Chinese Yuan (“CNY”).
These derivative instruments are used to hedge against balance sheet foreign currency exposures. The related gains and 
losses were as follows (in millions):
Years Ended December 31,
2024
2023
2022
Recognized gains in interest and other income, net
$ 
43.2 $ 
4.8 $ 
26.9 
Foreign exchange losses related to balance sheet re-measurement
$ 
(45.9) $ 
(8.5) $ 
(54.2) 
The notional amounts for derivative instruments provide one measure of the transaction volume. Total gross notional 
amounts (in USD) for outstanding derivatives and the aggregate gross fair value at the end of each period were as follows (in 
millions):
Derivatives Designated as 
Hedging Instruments
Derivatives Not Designated as 
Hedging Instruments
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Notional amounts:
Forward contracts
$ 
382.2 $ 
292.1 $ 
693.5 $ 
699.7 
Gross fair value recorded in:
Prepaids and other current assets
$ 
14.9 $ 
3.1 $ 
13.0 $ 
5.0 
Other accrued liabilities
$ 
2.1 $ 
5.9 $ 
2.4 $ 
6.6 
NOTE 4.
CONSOLIDATED FINANCIAL STATEMENT DETAILS
Balance Sheet Details
The following tables provide details of selected consolidated financial statement items (in millions):
 
December 31,
Accounts receivable, net
2024
2023
Trade accounts receivable, net
$ 
1,117.2 $ 
1,042.2 
Unbilled accounts receivable and other
 
138.7  
105.0 
Sales returns and allowances
 
(30.5)  
(17.0) 
Total accounts receivable, net
$ 
1,225.4 $ 
1,130.2 
 
December 31,
Inventory
2024
2023
Raw materials
$ 
563.9 $ 
454.7 
Work-in-process
 
205.7  
159.9 
Finished goods
 
717.6  
606.0 
Total inventory
$ 
1,487.2 $ 
1,220.6 
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December 31,
Prepaids and other current assets
2024
2023
Net investment in sales-type leases – short-term
 
131.4  
137.3 
Other prepaids and other current assets
 
253.7  
176.7 
Total prepaids and other current assets
$ 
385.1 $ 
314.0 
 
December 31,
Property, plant, and equipment, net
2024
2023
Land
$ 
476.4 $ 
457.3 
Building and building/leasehold improvements
 
1,486.3  
1,002.1 
Machinery and equipment
 
886.3  
724.2 
Operating lease assets – Intuitive System Leasing
 
1,579.1  
1,149.7 
Computer and office equipment
 
184.5  
153.8 
Capitalized software
 
283.7  
257.8 
Construction-in-process
 
1,631.6  
1,354.7 
Gross property, plant, and equipment
 
6,527.9  
5,099.6 
Less: Accumulated depreciation*
 
(1,881.3)  
(1,562.0) 
Total property, plant, and equipment, net
$ 
4,646.6 $ 
3,537.6 
*Accumulated depreciation associated with operating lease assets – Intuitive System Leasing $ 
(574.5) $ 
(434.3) 
December 31,
Implementation costs in cloud computing arrangements
2023
2022
Capitalized implementation costs
$ 
67.6 $ 
50.7 
Less: Accumulated depreciation
 
(31.1)  
(20.5) 
Total capitalized implementation costs in intangible and other assets, net
$ 
36.5 $ 
30.2 
 
December 31,
Other accrued liabilities – short-term
2024
2023
Income and other taxes payable
$ 
154.4 $ 
111.4 
Accrued construction-related capital expenditures
 
57.2  
143.3 
Other accrued liabilities
 
335.9  
332.8 
Total other accrued liabilities – short-term
$ 
547.5 $ 
587.5 
 
December 31,
Other long-term liabilities
2024
2023
Income taxes – long-term
$ 
239.0 $ 
233.8 
Deferred revenue – long-term
 
54.1  
45.6 
Other long-term liabilities
 
175.2  
106.1 
Total other long-term liabilities
$ 
468.3 $ 
385.5 
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Supplemental Cash Flow Information
The following table provides supplemental non-cash investing and financing activities (in millions):
Years Ended December 31,
2024
2023
2022
Income taxes paid, net
$ 
466.5 $ 
447.8 $ 
444.2 
Supplemental non-cash investing and financing activities:
Equipment transfers, including operating lease assets, from inventory 
to property, plant, and equipment
$ 
614.9 $ 
422.4 $ 
279.2 
Acquisition of property, plant, and equipment in accounts payable and 
accrued liabilities
$ 
77.2 $ 
153.7 $ 
73.4 
NOTE 5. 
REVENUE
Revenue from external customers is attributed to individual countries based on customer location. The following table 
presents revenue disaggregated by geography and type (in millions):
Years Ended December 31,
U.S.
2024
2023
2022
Instruments and accessories
$ 
3,626.4 $ 
3,059.8 $ 
2,507.2 
Systems
 
1,122.6  
865.5  
966.0 
Services
 
840.4  
763.3  
684.4 
Total U.S. revenue
$ 
5,589.4 $ 
4,688.6 $ 
4,157.6 
OUS
Instruments and accessories
$ 
1,452.6 $ 
1,216.8 $ 
1,010.7 
Systems
 
843.4  
814.2  
714.1 
Services
 
466.7  
404.5  
339.8 
Total OUS revenue
$ 
2,762.7 $ 
2,435.5 $ 
2,064.6 
Total
Instruments and accessories
$ 
5,079.0 $ 
4,276.6 $ 
3,517.9 
Systems
 
1,966.0  
1,679.7  
1,680.1 
Services
 
1,307.1  
1,167.8  
1,024.2 
Total revenue
$ 
8,352.1 $ 
7,124.1 $ 
6,222.2 
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations relates to amounts allocated to products and services 
for which revenue has not yet been recognized. A significant portion of these performance obligations relate to service 
obligations in the Company’s system sale and lease arrangements that will be satisfied and recognized as revenue in future 
periods. The transaction price allocated to the remaining performance obligations was $2.62 billion as of December 31, 2024. 
The remaining performance obligations are expected to be satisfied over the term of the system sale, lease, and service 
arrangements. Approximately 43% of the remaining performance obligations are expected to be recognized in the next 12 
months with the remainder recognized thereafter over the term of the system sale, lease, and service arrangements, which are 
generally up to 5 years.
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109

Contract Assets and Liabilities
The following information summarizes the Company’s contract assets and liabilities (in millions):
December 31,
2024
2023
Contract assets
$ 
13.9 $ 
20.2 
Deferred revenue
$ 
522.9 $ 
491.7 
The Company invoices its customers based on the billing schedules in its sales arrangements. Payments are generally due 
30 to 60 days from the date of invoice. Contract assets for the periods presented primarily represent the difference between the 
revenue that was recognized based on the relative standalone selling price of the related performance obligations satisfied and 
the contractual billing terms in the arrangements. Deferred revenue for the periods presented primarily relates to service 
contracts where the service fees are billed up-front, generally quarterly or annually, prior to those services having been 
performed. The associated deferred revenue is generally recognized over the term of the service period. The Company did not 
have any significant impairment losses on its contract assets for the periods presented.
During the year ended December 31, 2024, the Company recognized $422 million of revenue that was included in the 
deferred revenue balance as of December 31, 2023. During the year ended December 31, 2023, the Company recognized $396 
million of revenue that was included in the deferred revenue balance as of December 31, 2022.
Intuitive System Leasing
The following table presents product revenue from Intuitive System Leasing arrangements (in millions):
Years Ended December 31,
2024
2023
2022
Sales-type lease revenue
$ 
163.1 $ 
78.4 $ 
156.4 
Operating lease revenue*
$ 
654.2 $ 
500.5 $ 
376.5 
*Variable lease revenue related to usage-based arrangements included within 
operating lease revenue
$ 
338.4 $ 
216.5 $ 
133.0 
NOTE 6. 
LEASES
Lessor Information related to Intuitive System Leasing
Sales-type Leases.  Lease receivables relating to sales-type lease arrangements are presented on the Consolidated Balance 
Sheets as follows (in millions):
December 31,
2024
2023
Gross lease receivables
$ 
393.4 $ 
384.5 
Unearned income
 
(13.9)  
(12.9) 
Subtotal
 
379.5  
371.6 
Allowance for credit loss
 
(2.6)  
(2.7) 
Net investment in sales-type leases
$ 
376.9 $ 
368.9 
Reported as:
Prepaids and other current assets
$ 
131.4 $ 
137.3 
Intangible and other assets, net
 
245.5  
231.6 
Net investment in sales-type leases
$ 
376.9 $ 
368.9 
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Contractual maturities of gross lease receivables as of December 31, 2024, are as follows (in millions):
Fiscal Year
Amount
2025
$ 
139.6 
2026
 
109.8 
2027
 
72.2 
2028
 
41.7 
2029
 
24.9 
2030 and thereafter
 
5.2 
Total
$ 
393.4 
Operating Leases.  The Company’s fixed-payment or usage-based operating lease terms are generally less than seven 
years. Future lease payments (excluding non-lease elements and contingent payments related to usage-based arrangements) 
related to the non-cancellable portion of operating leases as of December 31, 2024, are as follows (in millions):
Fiscal Year
Amount
2025
$ 
300.7 
2026
 
240.4 
2027
 
170.4 
2028
 
108.5 
2029
 
44.8 
2030 and thereafter
 
10.2 
Total
$ 
875.0 
Lessee Information
The Company enters into operating leases primarily for real estate, automobiles, and certain equipment. Operating lease 
expense was $33.9 million, $26.8 million, and $25.7 million for the years ended December 31, 2024, 2023, and 2022, 
respectively. For leases with terms of 12 months or less, the related expense was immaterial for each of the years ended 
December 31, 2024, 2023, and 2022.
Supplemental cash flow information for the years ended December 31, 2024, 2023, and 2022 related to operating leases 
was as follows (in millions):
Years Ended December 31,
2024
2023
2022
Cash paid for leases that were included within operating cash outflows
$ 
33.2 $ 
30.2 $ 
33.8 
Right-of-use assets recognized related to new lease obligations
$ 
88.6 $ 
27.8 $ 
34.0 
Supplemental balance sheet information related to operating leases, as of December 31, 2024, and 2023, was as follows (in 
millions, except lease term and discount rate):
December 31,
2024
2023
Intangible and other assets, net (Right-of-use assets)
$ 
136.4 $ 
79.3 
Other accrued liabilities
$ 
33.5 $ 
25.3 
Other long-term liabilities
 
112.5  
64.5 
Total lease liabilities
$ 
146.0 $ 
89.8 
Weighted-average remaining lease term
5.2 years
3.7 years
Weighted-average discount rate
4.4%
3.4%
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111

As of December 31, 2024, the future payments related to the Company’s operating lease liabilities are scheduled as follows 
(in millions):
Fiscal Year
Amount
2025
$ 
37.5 
2026
 
35.2 
2027
 
26.0 
2028
 
25.3 
2029
 
18.6 
2030 and thereafter
 
23.3 
Total lease payments
 
165.9 
Less: imputed interest
 
(19.9) 
Total operating lease liabilities
$ 
146.0 
NOTE 7.
GOODWILL AND INTANGIBLE ASSETS
Acquisitions
There were no material acquisitions in 2024, 2023, or 2022.
Goodwill
The following table summarizes the changes in the carrying amount of goodwill (in millions):
Amount
Balance as of December 31, 2022
$ 
348.5 
Acquisition activity
 
— 
Translation and other
 
0.2 
Balance as of December 31, 2023
 
348.7 
Acquisition activity
 
— 
Translation and other
 
(1.2) 
Balance as of December 31, 2024
$ 
347.5 
The Company completed its annual goodwill impairment test and determined that no impairment existed. As of 
December 31, 2024, there has been no impairment of goodwill.
Intangible Assets
The following table summarizes the components of gross intangible asset, accumulated amortization, and net intangible 
asset balances as of December 31, 2024, and 2023 (in millions):
December 31, 2024
December 31, 2023
Gross 
Carrying 
Amount
Accumulated 
Amortization
Net
Carrying
Amount
Gross 
Carrying 
Amount
Accumulated 
Amortization
Net
Carrying
Amount
Patents and developed technology
$ 
203.3 $ 
(185.4) $ 
17.9 $ 
206.3 $ 
(178.4) $ 
27.9 
Customer relationships
 
27.3  
(22.3)  
5.0  
32.5  
(22.9)  
9.6 
Distribution rights and others
 
1.2  
(1.1)  
0.1  
10.8  
(9.2)  
1.6 
Total intangible assets
$ 
231.8 $ 
(208.8) $ 
23.0 $ 
249.6 $ 
(210.5) $ 
39.1 
Amortization expense related to intangible assets was $16.7 million, $20.2 million, and $27.8 million for the years ended 
December 31, 2024, 2023, and 2022, respectively.
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112

The estimated future amortization expense related to intangible assets as of December 31, 2024, is as follows (in millions):
Fiscal Year
Amount
2025
$ 
12.2 
2026
 
5.4 
2027
 
3.0 
2028
 
1.4 
2029
 
0.6 
2030 and thereafter
 
0.4 
Total
$ 
23.0 
The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ from 
estimated amounts due to additional intangible asset acquisitions, measurement period adjustments to intangible assets, changes 
in foreign currency exchange rates, impairments of intangible assets, accelerated amortization of intangible assets, and other 
events.
NOTE 8. 
COMMITMENTS AND CONTINGENCIES
Commitments
As of December 31, 2024, the Company’s commitments include an estimated amount of approximately $2.12 billion 
relating to the Company’s open purchase orders and contractual obligations that occur in the ordinary course of business, 
including commitments with contract manufacturers and suppliers for which the Company has not received the goods or 
services, commitments for capital expenditures and construction-related activities for which the Company has not received the 
services, and acquisition and licensing of intellectual property. Although open purchase orders are considered enforceable and 
legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on 
its business needs prior to the delivery of goods or performance of services. Additionally, the Company has committed to 
making certain future milestone payments to third parties as part of licensing, collaboration, and development arrangements. 
Payments under these arrangements generally become due and payable only upon the achievement of certain specified 
developmental, regulatory, and/or commercial milestones. For instances in which the achievement of these milestones is neither 
probable nor reasonably estimable, such contingencies are not included in the estimated amount.
Contingencies
From time to time, the Company is involved in a variety of claims, lawsuits, investigations, and proceedings relating to 
securities laws, product liability, intellectual property, commercial, insurance, contract disputes, employment, and other matters. 
Certain of these lawsuits and claims are described in further detail below. It is not possible to predict what the outcome of these 
matters will be, and the Company cannot guarantee that any resolution will be reached on commercially reasonable terms, if at 
all.
A liability and related charge to earnings are recorded in the Consolidated Financial Statements for legal contingencies 
when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each 
accounting period and is based on all available information, including the impact of negotiations, settlements, rulings, advice of 
legal counsel, and other information and events pertaining to each case. Nevertheless, it is possible that additional future legal 
costs (including settlements, judgments, legal fees, and other related defense costs) could have a material adverse effect on the 
Company’s business, financial condition, or future results of operations.
The Company incurred $21.2 million and $28.1 million of pre-tax litigation charges in 2024 and 2022, respectively. During 
the year ended 2023, pre-tax litigation charges were insignificant.
Product Liability Litigation
The Company is currently named as a defendant in a number of individual product liability lawsuits filed in various state 
and federal courts. The plaintiffs generally allege that they or a family member underwent surgical procedures that utilized the 
da Vinci surgical system and sustained a variety of personal injuries and, in some cases, death as a result of such surgery. 
Several of the filed cases have trial dates in the next 12 months.
The cases raise a variety of allegations including, to varying degrees, that plaintiffs’ injuries resulted from purported 
defects in the da Vinci surgical system and/or failure on the Company’s part to provide adequate training resources to the 
healthcare professionals who performed plaintiffs’ surgeries. The cases further allege that the Company failed to adequately 
disclose and/or misrepresented the potential risks and/or benefits of the da Vinci surgical system. Plaintiffs also assert a variety 
of causes of action, including, for example, strict liability based on purported design defects, negligence, fraud, breach of 
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express and implied warranties, unjust enrichment, and loss of consortium. Plaintiffs seek recovery for alleged personal injuries 
and, in many cases, punitive damages. The Company disputes these allegations and is defending against these claims.
The Company’s estimate of the anticipated cost of resolving the pending cases is based on negotiations with attorneys for 
the claimants. The final outcome of the pending lawsuits and claims, and others that might arise, is dependent on many 
variables that are difficult to predict, and the ultimate cost associated with these product liability lawsuits and claims may be 
materially different than the amount of the current estimate and accruals and could have a material adverse effect on the 
Company’s business, financial condition, or future results of operations. Although there is a reasonable possibility that a loss in 
excess of the amount recognized exists, the Company is unable to estimate the possible loss or range of loss in excess of the 
amount recognized at this time.
Patent Litigation
On October 19, 2022, a jury rendered a verdict against the Company awarding $10 million in damages to Rex Medical, 
L.P. in a patent infringement lawsuit. On September 20, 2023, the court granted the Company’s post-trial motion and reduced 
the damages to Rex Medical L.P. to nominal damages of $1. On October 18, 2023, Rex Medical filed a notice of appeal to the 
United States Court of Appeals for the Federal Circuit and, on October 31, 2023, Intuitive filed its notice of cross appeal. The 
parties have completed briefing before the Court of Appeals for the Federal Circuit. Based on currently available information, 
the Company does not believe that any losses arising from this matter would be material.
Commercial Litigation
On May 10, 2021, Surgical Instrument Service Company, Inc. (“SIS”) filed a complaint in the Northern District of 
California Court alleging antitrust claims against the Company relating to EndoWrist service, maintenance, and repair 
processes. The Court granted in part and denied in part the Company’s Motion to Dismiss, and discovery has commenced. The 
Company filed an answer denying the antitrust allegations and filed counterclaims against SIS. The counterclaims allege that 
SIS violated the Federal Lanham Act, California’s Unfair Competition Law, and California’s False Advertising Law and that 
SIS is also liable to the Company for Unfair Competition and Tortious Interference with Contract. The parties filed summary 
judgment and Daubert motions, and the Court held a hearing on these motions on September 7, 2023.
On March 31, 2024, the Court granted-in-part and denied-in-part both Intuitive’s and plaintiff’s motions for summary 
judgment, and issued additional rulings related to expert witnesses. Trial in this matter commenced on January 6, 2025. On 
January 28, 2025, after the close of both plaintiff’s and Intuitive’s cases in chief, the Court found in Intuitive’s favor on all of 
SIS’s antitrust claims and stayed Intuitive’s counterclaims. Based on currently available information, the Company is unable to 
make a reasonable estimate of loss or range of losses, if any, arising from this matter.
Three class action complaints were filed against the Company in the Northern District of California Court alleging antitrust 
allegations relating to the service and repair of certain instruments manufactured by the Company. A complaint by Larkin 
Community Hospital was filed on May 20, 2021, a complaint by Franciscan Alliance, Inc. and King County Public Hospital 
District No. 1 was filed on July 6, 2021, and a complaint by Kaleida Health was filed on July 8, 2021. The Court has 
consolidated the Franciscan Alliance, Inc. and King County Public Hospital District No. 1 and Kaleida Health cases with the 
Larkin Community Hospital case, which is now captioned on the Larkin docket as “In Re: da Vinci Surgical Robot Antitrust 
Litigation.” A Consolidated Amended Class Action Complaint has been filed on behalf of each plaintiff named in the earlier-
filed cases. On January 14, 2022, Kaleida Health voluntarily dismissed itself as a party to this case. On January 18, 2022, the 
Company filed an answer against the plaintiffs in this matter, and discovery has commenced.
With regard to this class action case, on September 7, 2023, the Court heard argument on the parties’ respective motions 
for summary judgment and motions related to expert testimony. On March 31, 2024, the Court granted-in-part and denied-in-
part plaintiffs’ motion for summary judgment on certain market definition issues, and denied Intuitive’s motion on the antitrust 
claims. In denying Intuitive’s motion, the Court declined to decide whether third-party companies were required to obtain 
510(k) clearance for their services with respect to EndoWrist instruments, and in the absence of a formal ruling from the FDA 
on that question denied Intuitive’s motion for summary judgment challenging plaintiffs’ standing on that ground. There were 
additional rulings on the expert witness issues as well. In the summary judgment order, the Court ruled with plaintiffs that the 
da Vinci robot and EndoWrist instruments occupy separate product markets for antitrust purposes. The Court also ruled that 
there is an antitrust aftermarket for the repair and replacement of EndoWrist instruments, and that Intuitive holds monopoly 
power in that aftermarket. The Court denied summary judgment for plaintiffs on the issue of whether soft-tissue surgical robots 
constitute a relevant antitrust market or are part of a larger market that includes laparoscopic and open surgery for antitrust 
purposes. On July 30, 2024, the Court granted Intuitive’s motion for reconsideration, vacating those portions of the Court’s 
March 31, 2024 Order granting summary judgment as to the definition of a U.S. market for EndoWrist instrument repair and 
replacement and Intuitive’s market power in such a market. On January 23, 2025, the Court held a hearing on plaintiff’s motion 
for class certification, on which the Court has not yet issued a ruling. Based on currently available information, the Company is 
unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter, and no trial date has been set for 
this matter at this time.
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114

On September 18, 2024, Restore Robotics Repairs (“Restore”) filed a complaint in the United States District Court for the 
Northern District of Florida alleging antitrust claims against the Company relating to the service and replacement of X/Xi 
EndoWrist instruments for use with the da Vinci X and Xi surgical systems. On December 9, 2024, Intuitive filed a motion to 
dismiss to which plaintiff responded by amending its complaint. Intuitive’s response to plaintiff’s first amended complaint is 
due to be filed on or before January 31, 2025. Based on currently available information, the Company is unable to make a 
reasonable estimate of loss or range of losses, if any, arising from this matter.
NOTE 9.
STOCKHOLDERS’ EQUITY
Stock Repurchase Program
Through December 31, 2024, the Board has authorized an aggregate of $10.0 billion of funding for the Company’s 
common stock Repurchase Program since its establishment in March 2009. The most recent authorization occurred in July 2022 
when the Board increased the authorized amount available under the Repurchase Program to $3.5 billion, including amounts 
remaining under previous authorization. As of December 31, 2024, the remaining amount of share repurchases authorized by 
the Board under the Repurchase Program was approximately $1.1 billion.
The following table summarizes stock repurchase activities (in millions, except per share amounts):
 
Years Ended December 31,
 
2024
2023
2022
Shares repurchased
 
—  
1.7  
11.2 
Average price per share
$ 
— $ 
241.38 $ 
233.70 
Value of shares repurchased
$ 
— $ 
416.3 $ 
2,607.4 
In August 2022, the Company entered into an accelerated share repurchase program (the “August ASR Program”) with 
Goldman, Sachs & Co. (“Goldman”) to repurchase $1.0 billion of the Company’s common stock. In September 2022, the 
August ASR Program was completed, and, in total, 4.6 million shares of common stock were received and retired. In total, 
4.6 million shares were repurchased at an average price per share of $217.52. The total cost of the August ASR Program was 
reflected as a reduction to equity in the Consolidated Balance Sheets.
In October 2022, the Company entered into an accelerated share repurchase program (the “October ASR Program”) with 
Citibank, N.A. (“Citibank”) to repurchase $1.0 billion of the Company’s common stock. In December 2022, the October ASR 
Program was completed, and, in total, 3.9 million shares were repurchased at an average price per share of $254.48. The total 
cost of the October ASR Program was reflected as a reduction to equity in the Consolidated Balance Sheets.
The Company uses the par value method of accounting for its stock repurchases. As a result of share repurchase activities 
during the years ended December 31, 2024, 2023, and 2022, the Company reduced common stock and additional paid-in capital 
by an aggregate of zero, $19 million, and $211 million, respectively, and charged zero, $0.4 billion, and $2.4 billion, 
respectively, to retained earnings.
The Company is subject to an excise tax on corporate stock repurchases, which is assessed as one percent of the fair market 
value of net stock repurchases after December 31, 2022. As of December 31, 2024, no excise tax was accrued, as there were no 
stock repurchases during 2024.
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115

Accumulated Other Comprehensive Income (Loss), Net of Tax, Attributable to Intuitive Surgical, Inc.
The components of accumulated other comprehensive income (loss), net of tax, attributable to Intuitive Surgical, Inc. are as 
follows (in millions):
 
Year Ended December 31, 2024
 
Gains (Losses)
on Hedge
Instruments
Unrealized 
Losses on
Available-for-
Sale Securities
Foreign
Currency
Translation
Gains
(Losses)
Employee 
Benefit Plans
Total
Beginning balance
$ 
(2.5) $ 
(29.7) $ 
19.4 $ 
0.6 $ 
(12.2) 
Other comprehensive income (loss) before 
reclassifications
 
5.7  
15.0  
(52.5)  
(14.9)  
(46.7) 
Amounts reclassified from accumulated other 
comprehensive income (loss)
 
7.8  
0.1  
—  
(0.3)  
7.6 
Net current-period other comprehensive income 
(loss)
 
13.5  
15.1  
(52.5)  
(15.2)  
(39.1) 
Ending balance
$ 
11.0 $ 
(14.6) $ 
(33.1) $ 
(14.6) $ 
(51.3) 
 
Year Ended December 31, 2023
Losses
on Hedge
Instruments
Unrealized
Losses on
Available-for-
Sale Securities
Foreign
Currency
Translation
Gains
(Losses)
Employee 
Benefit Plans
Total
Beginning balance
$ 
(2.9) $ 
(154.2) $ 
(6.6) $ 
1.2 $ 
(162.5) 
Other comprehensive income (loss) before 
reclassifications
 
(6.6)  
124.6  
26.0  
(0.6)  
143.4 
Amounts reclassified from accumulated other 
comprehensive income (loss)
 
7.0  
(0.1)  
—  
—  
6.9 
Net current-period other comprehensive income 
(loss)
 
0.4  
124.5  
26.0  
(0.6)  
150.3 
Ending balance
$ 
(2.5) $ 
(29.7) $ 
19.4 $ 
0.6 $ 
(12.2) 
The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications were as follows (in 
millions):
 
Years Ended December 31,
Available-for-sale securities
2024
2023
Income tax expense for net gains recorded in other comprehensive income (loss)
$ 
(4.3) $ 
(35.7) 
The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications for hedge 
instruments, foreign currency translation gains (losses), and employee benefit plans in 2024 and 2023 were not material to the 
Company’s Consolidated Financial Statements. The tax impacts for amounts reclassified from accumulated other 
comprehensive loss relating to hedge instruments, available-for-sale securities, foreign currency translation gains (losses), and 
employee benefit plans in 2024 and 2023 were not material to the Company’s Consolidated Financial Statements.
NOTE 10.
SHARE-BASED COMPENSATION
Stock Plans
2010 Incentive Award Plan.  In April 2010, the Company’s stockholders approved the 2010 Incentive Award Plan (“2010 
Plan”). Under this plan, the Company can issue RSUs, nonqualified stock options (“NSOs”), and PSUs to employees, non-
employee directors, and consultants. Equity awards granted to employees and non-employee directors include a mix of RSUs, 
stock options, and, as applicable, PSUs. The 2010 Plan generally permits NSOs to be granted at no less than the fair market 
value of the common stock on the date of grant. Prior to 2022, NSOs were granted with terms of 10 years from the date of the 
grant. In January 2022, the Company changed the term of its new NSO grants to 7 years from the date of the grant. The 2010 
Plan expires in 2034. In April 2024, the Company’s shareholders approved an amended and restated 2010 Incentive Award Plan 
to provide for an increase in the number of shares of common stock reserved for issuance thereunder from 110,350,000 to 
115,350,000.
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As of December 31, 2024, approximately 20.6 million shares were reserved for future issuance under the 2010 Plan. A 
maximum of approximately 8.9 million of these shares can be awarded as RSUs.
2009 Employment Commencement Incentive Plan.  In October 2009, the Board adopted the 2009 Employment 
Commencement Incentive Plan (“New Hire Plan”). In April 2015, the Board of Directors amended and restated the New Hire 
Plan to provide for an increase in the number of shares of common stock authorized for issuance pursuant to awards granted 
under the New Hire Plan from 10,395,000 to 13,095,000. The New Hire Plan expired in October 2019 and, therefore, there are 
no shares reserved for future grants under the New Hire Plan. However, awards granted prior to the plan’s expiration continue 
to remain outstanding until their original expiration date.
The New Hire Plan provides for the shares to be used exclusively for the grant of RSUs and NSOs to new employees 
(“New Hire Options”), who were not previously employees or non-employee directors of the Company. Prior to expiration of 
the plan, options were granted at an exercise price not less than the fair market value of the stock on the date of grant with a 
term not to exceed 10 years.
Restricted Stock Units.  The RSUs granted to employees vest in one-fourth increments annually over a four-year period. 
The RSUs granted to existing non-employee directors vest one year from the date of grant or at the next Annual Shareholders 
Meeting, whichever comes first. New non-employee directors receive pro-rated RSU grants that vest on the same term as the 
annual RSU grants. The number of shares issued on the date the RSUs vest is net of the minimum statutory tax withholdings, 
which are paid in cash to the appropriate taxing authorities on behalf of the Company’s employees.
Nonqualified Stock Options.  Prior to 2020, annual NSO grants were made to employees on February 15 (or the next 
business day if the date is not a business day) and on August 15 (or the next business day if the date is not a business day). 
From 2020 to 2022, annual NSO grants were made to employees on the last business day of February and on the same date in 
August or, if that date is not a business day, the next business day. In 2023, the Company changed the timing of its bi-annual 
NSO grants to the last trading day of February and August 10 or, if that date is not a trading day, the next trading day.
The February NSO grants vest 1/8 upon completion of 6 months of service and 1/48 per month thereafter for all grants 
prior to 2023 and vest 1/8 on August 10 and 1/48 per month thereafter for grants in 2023. All August NSO grants vest 7/48 at 
the end of one month and 1/48 per month thereafter through a 3.5-year vesting period. NSOs granted to new hires generally vest 
1/4 upon completion of one year of service and 1/48 per month thereafter. NSOs granted to existing non-employee directors 
vest one year from the date of grant or at the next Annual Shareholders Meeting, whichever comes first. New non-employee 
directors receive pro-rated NSO grants that vest on the same term as the annual NSO grants. Option vesting terms are 
determined by the Board and, in the future, may vary from past practices.
Performance Stock Units.  In 2022, the Company began granting PSUs to officers and other key employees, subject to 
three-year cliff vesting and pre-established, quantitative goals. Whether any PSUs vest, and the amount that do vest, is tied to 
completion of service over three years and the achievement of three equally-weighted, quantitative goals that directly align with 
or help drive the Company’s strategy and long-term total shareholder return.
2000 Non-Employee Directors’ Stock Option Plan.  In March 2000, the Board adopted the 2000 Non-Employee Directors’ 
Stock Option Plan (the “Directors’ Plan”). In October 2009, the automatic evergreen increase provisions were eliminated so that 
no further automatic increases would be made to the number of shares reserved for issuance under the Directors’ Plan. In 
addition, the common stock authorized for issuance under the Directors’ Plan was reduced to 1,350,000. The Directors’ Plan 
was terminated in November 2020 and, therefore, there are no shares reserved for future grants under the Directors’ Plan. 
However, options granted prior to the plan’s termination continue to remain outstanding until their original expiration date. 
Prior to termination, options were granted at an exercise price not less than the fair market value of the stock on the date of 
grant with a term not to exceed 10 years. Prior to 2016, initial stock option grants to new non-employee directors vested over a 
three-year period with 1/3 of the shares vesting after one year from the date of grant and 1/36 of the shares vesting monthly 
thereafter. Annual stock option grants vested one year from the date of the grant. From 2016 until termination of the Directors’ 
Plan, new non-employee directors received pro-rated stock option grants that vested on the same term as the annual stock 
option grants.
2000 Employee Stock Purchase Plan.  In March 2000, the Board adopted the ESPP. Employees are generally eligible to 
participate in the ESPP if they are customarily employed by the Company for more than 20 hours per week and more than 5 
months in a calendar year and are not 5% stockholders of the Company. Under the ESPP, eligible employees may select a rate 
of payroll deduction up to 15% of their eligible compensation subject to certain maximum purchase limitations. The duration 
for each offering period is 24 months and is divided into four purchase periods of approximately six months in length. Offerings 
are concurrent. The purchase price of the shares under the offering is the lesser of 85% of the fair market value of the shares on 
the offering date or 85% of the fair market value of the shares on the purchase date. A two-year look-back feature in the ESPP 
causes the offering period to reset if the fair value of the Company’s common stock on the first or last day of the purchase 
period is less than that on the original offering date. ESPP purchases by employees are settled with newly-issued common stock 
from the ESPP’s previously authorized and available pool of shares. In April 2024, the Company’s stockholders approved an 
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amended and restated ESPP to provide for an increase in the number of shares of common stock reserved for issuance 
from 22,770,945 to 26,770,945. As of December 31, 2024, there were approximately 5.2 million shares reserved for future 
issuance under the ESPP.
Restricted Stock Units
RSU activity for the year ended December 31, 2024, was as follows (in millions, except per share amounts):
 
Shares
Weighted-
Average
Grant Date Fair 
Value Per Share
Unvested balance as of December 31, 2023
 
5.0 $ 
245.75 
Granted
 
2.4 $ 
392.89 
Vested
 
(1.9) $ 
237.99 
Forfeited
 
(0.3) $ 
287.47 
Unvested balance as of December 31, 2024
 
5.2 $ 
314.39 
As of December 31, 2024, 4.7 million shares underlying RSUs were expected to vest with an aggregate intrinsic value of 
$2.48 billion. The aggregate vesting date fair value of RSUs vested, excluding PSUs vested, was $735 million, $454 million, 
and $536 million during the years ended December 31, 2024, 2023, and 2022, respectively.
Stock Options
NSO activity for the year ended December 31, 2024, was as follows (in millions, except per share amounts):
 
Stock Options Outstanding
 
Number
Outstanding
Weighted-
Average 
Exercise Price 
Per Share
Balance as of December 31, 2023
 
9.8 $ 
174.90 
Options granted
 
— $ 
— 
Options exercised
 
(2.6) $ 
122.01 
Options forfeited/expired
 
(0.1) $ 
256.60 
Balance as of December 31, 2024
 
7.1 $ 
192.90 
The aggregate intrinsic value of stock options exercised under the Company’s stock plans determined as of the date of 
option exercise was $789 million, $476 million, and $315 million during the years ended December 31, 2024, 2023, and 2022, 
respectively. Cash received from stock option exercises for the years ended December 31, 2024, 2023, and 2022, was $315 
million, $192 million, and $146 million, respectively. The income tax benefit from stock options exercised was $171 million for 
the year ended December 31, 2024.
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The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2024 
(number of shares and aggregate intrinsic value in millions):
 
Options Outstanding
Options Exercisable
Range of
Exercise Prices
Number
of Shares
Weighted-
Average
Remaining
Contractual Life
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic
Value (1)
Number
of Shares
Weighted-
Average
Remaining
Contractual Life
Weighted-
Average
Exercise Price
Per Share
Aggregate
Intrinsic
Value (1)
$51.86-$77.00
 
1.0 
1.1
$ 
65.25 
 
1.0 
$ 
65.25 
$77.04-$139.52
 
1.0 
2.6
$ 
109.40 
 
1.0 
$ 
109.40 
$143.49-$174.26
 
0.9 
4.2
$ 
169.07 
 
0.9 
$ 
169.07 
$175.53-$182.83
 
0.8 
4.6
$ 
179.98 
 
0.8 
$ 
179.98 
$182.90-$229.39
 
1.1 
4.9
$ 
217.17 
 
0.7 
$ 
213.20 
$235.20-$245.60
 
0.8 
5.8
$ 
243.86 
 
0.7 
$ 
243.81 
$249.83-$304.67
 
1.1 
5.0
$ 
296.46 
 
0.6 
$ 
293.94 
$313.64-$340.27
 
— 
5.4
$ 
318.18 
 
— 
$ 
317.68 
$341.16-$341.16
 
— 
6.7
$ 
341.16 
 
— 
$ 
341.16 
$347.42-$347.42
 
0.4 
6.6
$ 
347.42 
 
0.4 
$ 
347.42 
Total
 
7.1 
4.1
$ 
192.90 $ 2,324  
6.1 
4.0
$ 
181.18 $ 2,063 
(1)
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $521.96 as of December 31, 2024, 
which would have been received by the option holders had all in-the-money option holders exercised their options as of that date.
As of December 31, 2024, a total of 7.0 million shares underlying stock options vested and expected to vest had a 
weighted-average remaining contractual life of 4.1 years, an aggregate intrinsic value of $2.31 billion, and a weighted-average 
exercise price of $192.22.
Performance Stock Units
As of December 31, 2024, the Company has three types of active PSU awards: the 2024 PSU awards, the 2023 PSU 
awards, and the 2022 PSU awards. The 2024 PSU award metrics are focused on relative total shareholder return (“TSR”), da 
Vinci and Ion procedure growth in 2025 compared to 2023, and da Vinci and Ion procedure growth in 2026 compared to 2023. 
The 2023 PSU award metrics are focused on relative TSR, da Vinci and Ion procedure growth in 2024 compared to 2022, and 
da Vinci and Ion procedure growth in 2025 compared to 2022. The 2022 PSU award metrics are focused on relative TSR, year-
over-year da Vinci procedure growth for 2023, and two-year compound annual da Vinci procedure growth for 2024.
The TSR metric is considered a market condition, and the expense is determined at the grant date. The procedure growth 
metrics are considered performance conditions, and the expense is recorded based on the forecasted performance, which is 
reassessed each reporting period based on the probability of achieving the performance conditions. The number of shares 
earned at the end of the three-year period will vary, based on actual performance, from 0% to 125% of the target number of 
PSUs granted. PSUs are subject to forfeiture if employment terminates prior to the vesting date. PSUs are not considered issued 
or outstanding shares of the Company.
The Company calculates the fair value for each component of the PSUs individually. The fair value for the component with 
the TSR metric was determined using Monte Carlo simulation. The fair value per share for the components with the procedure 
growth metrics is equal to the closing stock price on the grant date.
PSU activity for the year ended December 31, 2024, was as follows (in millions, except per share amounts):
 
Shares
Weighted-
Average
Grant Date Fair 
Value Per Share
Unvested balance as of December 31, 2023
 
0.2 $ 
259.60 
Granted
 
0.1 $ 
395.92 
Vested
 
— $ 
276.20 
Performance change
 
— $ 
290.33 
Forfeited
 
— $ 
294.75 
Unvested balance as of December 31, 2024
 
0.3 $ 
306.94 
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As of December 31, 2024, 0.3 million shares underlying PSUs were expected to vest with an aggregate intrinsic value of 
$155 million. The aggregate vesting date fair value of PSUs vested was $4 million during the year ended December 31, 2024. 
No PSUs vested in 2023 or 2022.
Employee Stock Purchase Plan
Under the ESPP, employees purchased approximately 0.6 million, 0.5 million, and 0.4 million shares, representing 
approximately $114.9 million, $104.5 million, and $87.9 million in employee contributions for the years ended December 31, 
2024, 2023, and 2022, respectively.
Share-Based Compensation Expense
The following table summarizes share-based compensation expense (in millions):
 
Years Ended December 31,
 
2024
2023
2022
Cost of sales – products (before capitalization)
$ 
105.5 $ 
92.7 $ 
79.0 
Amounts capitalized into inventory (1)
 
(98.9)  
(84.3)  
(17.2) 
Amounts recognized in income for amounts previously capitalized in inventory
 
91.9  
75.0  
5.8 
Cost of revenue—product
 
98.5  
83.4  
67.6 
Cost of revenue—service
 
30.5  
28.2  
23.6 
Total cost of revenue
 
129.0  
111.6  
91.2 
Selling, general and administrative
 
304.5  
274.8  
261.1 
Research and development
 
254.6  
211.8  
164.2 
Share-based compensation expense before income taxes
 
688.1  
598.2  
516.5 
Income tax benefit
 
138.3  
117.4  
101.7 
Share-based compensation expense after income taxes
$ 
549.8 $ 
480.8 $ 
414.8 
(1)
Share-based compensation expense subject to capitalization into inventory was not material during the first three quarters of 2022, and, therefore, not 
recorded. The Company commenced capitalization of share-based compensation expense into inventory during the quarter ended December 31, 2022, on 
a prospective basis.
The Black-Scholes-Merton option-pricing model is used to estimate the fair value of stock options granted under the 
Company’s share-based compensation plans and the rights to acquire stock granted under the ESPP. The weighted-average 
estimated fair values of stock options and the rights to acquire stock under the ESPP, as well as the weighted-average 
assumptions used in calculating the fair values of stock options and the rights to acquire stock under the ESPP that were granted 
during the years ended December 31, 2024, 2023, and 2022, were as follows:
 
Years Ended December 31,
2024
2023
2022
RSUs
Fair value at grant date
$392.89
$237.37
$272.97
STOCK OPTIONS
Risk-free interest rate
—
4.6%
2.6%
Expected term (in years)
—
3.2
3.2
Expected volatility
—
33%
38%
Fair value at grant date
—
$77.45
$73.65
PSUs
Fair value at grant date
$395.92
$240.45
$299.32
ESPP
Risk-free interest rate
4.6%
5.0%
2.1%
Expected term (in years)
1.2
1.2
1.2
Expected volatility
29%
33%
39%
Fair value at grant date
$130.00
$89.42
$80.61
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120

As share-based compensation expense recognized in the Consolidated Statements of Income during the years ended 
December 31, 2024, 2023, and 2022, is based on awards ultimately expected to vest, it has been reduced for estimated 
forfeitures.
As of December 31, 2024, there was $1.04 billion, $70 million, $47 million, and $59 million of total unrecognized 
compensation expense related to unvested RSUs, unvested stock options, unvested PSUs, and rights granted to acquire common 
stock under the ESPP, respectively. The unrecognized compensation expense is expected to be recognized over a weighted-
average period of 2.3 years for unvested RSUs, 1.8 years for unvested stock options, 1.3 years for unvested PSUs, and 1.3 years 
for rights granted to acquire common stock under the ESPP.
NOTE 11.
INCOME TAXES
Income before provision for income taxes for the years ended December 31, 2024, 2023, and 2022, consisted of the 
following (in millions):
Years Ended December 31,
2024
2023
2022
U.S.
$ 
1,754.8 $ 
1,251.1 $ 
956.7 
Foreign
 
919.0  
707.8  
650.1 
Total income before provision for income taxes
$ 
2,673.8 $ 
1,958.9 $ 
1,606.8 
The provision for income taxes for the years ended December 31, 2024, 2023, and 2022, consisted of the following (in 
millions):
Years Ended December 31,
2024
2023
2022
Current
Federal
$ 
321.9 $ 
315.2 $ 
350.4 
State
 
47.9  
32.8  
49.2 
Foreign
 
101.8  
74.4  
48.1 
Total current income tax expense
 
471.6  
422.4  
447.7 
Deferred
Federal
 
(157.7)  
(122.4)  
(188.8) 
State
 
(23.9)  
(25.1)  
(16.4) 
Foreign
 
46.3  
(133.3)  
19.9 
Total deferred income tax expense (benefit)
 
(135.3)  
(280.8)  
(185.3) 
Total income tax expense
$ 
336.3 $ 
141.6 $ 
262.4 
The Company’s provision for income taxes for 2023 reflected Swiss tax benefits of $92.3 million, net of a $67.3 million 
valuation allowance, related to certain tax assets recorded by our Swiss entity. In addition, a one-time net benefit of 
$67.1 million was recorded from the re-measurement of the Company’s Swiss deferred tax assets resulting from the Swiss 
cantonal tax rate increase enacted in December 2023 for years after 2024 as well as a Swiss cantonal tax rate increase from the 
discontinuation of the Company’s 2017 Swiss tax ruling, which was deemed effective as of January 1, 2023.
In August 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted in the United States. The IRA introduced a 
15% alternative minimum tax based on the financial statement income of certain large corporations, effective for tax years 
beginning after December 31, 2022. The Company considered the applicable tax law changes, and there is no impact to the 
Company’s tax provision for the twelve months ended December 31, 2024, and December 31, 2023.
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121

Income tax expense differs from amounts computed by applying the statutory federal income rate of 21% for the years 
ended December 31, 2024, 2023, and 2022, as a result of the following (in millions):
Years Ended December 31,
2024
2023
2022
Federal tax at statutory rate
$ 
561.5 $ 
411.4 $ 
337.4 
Increase (reduction) in tax resulting from:
State taxes, net of federal benefits
 
41.7  
35.0  
34.9 
Foreign rate differential
 
(59.3)  
(64.4)  
(64.2) 
U.S. tax on foreign earnings
 
73.1  
70.9  
75.4 
Research and development credit
 
(75.1)  
(48.6)  
(41.7) 
Excess tax benefits related to share-based compensation 
 
(223.3)  
(107.9)  
(98.7) 
Share-based compensation not benefited
 
32.4  
29.5  
24.1 
Unrecognized tax benefits related to share-based compensation
 
5.3  
4.4  
3.3 
Reversal of unrecognized tax benefits
 
(29.5)  
(20.9)  
(11.1) 
Swiss tax benefits, net of valuation allowance
 
—  
(92.3)  
— 
Deferred tax re-measurement
 
—  
(67.1)  
— 
Other
 
9.5  
(8.4)  
3.0 
Total income tax expense
$ 
336.3 $ 
141.6 $ 
262.4 
Deferred income taxes reflect tax carryforwards and the net tax effects of temporary differences between the carrying 
amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components 
of the Company’s deferred tax assets and liabilities are as follows (in millions):
December 31,
2024
2023
Deferred tax assets:
Intangible assets
$ 
377.5 $ 
420.9 
Capitalized research and development expenditures
 
468.6  
306.4 
Research and development credits
 
240.3  
193.2 
Share-based compensation expense
 
155.3  
135.1 
Swiss tax credits
 
107.4  
122.4 
Expenses deducted in later years for tax purposes
 
67.4  
55.9 
Lease liabilities
 
23.0  
16.5 
Net operating losses
 
4.5  
2.8 
Net unrealized losses on available-for-sale securities and other
 
11.3  
9.2 
Gross deferred tax assets
 
1,455.3  
1,262.4 
Valuation allowance
 
(314.8)  
(269.8) 
Deferred tax assets
 
1,140.5  
992.6 
Deferred tax liabilities:
Property, plant, and equipment
 
(65.7)  
(60.3) 
Right-of-use assets
 
(18.9)  
(11.8) 
Intangible assets
 
(8.5)  
(9.8) 
Other
 
(2.3)  
(0.2) 
Deferred tax liabilities
 
(95.4)  
(82.1) 
Net deferred tax assets
$ 
1,045.1 $ 
910.5 
As of December 31, 2024, the Company had $103.1 million of federal, state, and foreign net operating loss carryforwards, 
certain of which will expire starting in 2026 if not utilized. Utilization of these net operating loss carryforwards may be subject 
to certain limitations. The Company does not expect the limitations to result in any permanent loss of these tax benefits. As of 
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122

December 31, 2024, the Company had $107.4 million of Swiss tax credit carryforwards, which will expire in 2028. As of 
December 31, 2024, the Company had $329.2 million of California research and development credit carryforwards, which do 
not expire, and $3.7 million of other state research and development credit carryforwards, which begin to expire in 2030.
As of December 31, 2024, the Company had a valuation allowance of $314.8 million, primarily related to California 
deferred tax assets and certain Swiss deferred tax assets, for which the Company does not believe a tax benefit is more likely 
than not to be realized. As of December 31, 2023, the Company had a valuation allowance of $269.8 million, primarily related 
to California deferred tax assets and Swiss deferred tax assets, for which the Company does not believe a tax benefit is more 
likely than not to be realized. The increase in the valuation allowance during 2024 is primarily related to California research and 
development credits. These valuation allowances would result in a reduction to the income tax provision in the consolidated 
statements of income if they are ultimately not necessary.
The Company intends to repatriate earnings from its Swiss and Dutch subsidiaries and joint venture in Hong Kong, as 
needed, and the U.S. and foreign tax implications of such repatriations are not expected to be significant. The Company will 
continue to indefinitely reinvest earnings from the rest of its foreign subsidiaries and does not expect the tax implications of 
repatriating these earnings to be significant.
A reconciliation of the beginning and ending amounts of gross unrecognized income tax benefits for the years ended 
December 31, 2024, 2023, and 2022, are as follows (in millions):
Years Ended December 31,
2024
2023
2022
Beginning balance
$ 
260.4 $ 
252.6 $ 
222.5 
Increases related to tax positions taken during the current year
 
67.8  
48.5  
49.5 
Increases related to tax positions taken during a prior year
 
13.9  
—  
4.9 
Decreases related to tax positions taken during a prior year
 
—  
(18.9)  
(16.5) 
Decreases related to settlements with tax authorities
 
(3.7)  
(1.0)  
(1.2) 
Decreases related to expiration of statute of limitations
 
(28.4)  
(20.8)  
(6.6) 
Ending balance
$ 
310.0 $ 
260.4 $ 
252.6 
As of December 31, 2024, 2023, and 2022, gross interest related to unrecognized tax benefits accrued was $37.0 million, 
$31.2 million, and $21.0 million, respectively. Total gross unrecognized tax benefits as of December 31, 2024, were $310.0 
million, of which $217.4 million, if recognized, would have an impact on the Company’s effective tax rate.
The Company files federal, state, and foreign income tax returns in many jurisdictions in the U.S. and OUS. Years before 
2017 are considered closed for significant jurisdictions. Certain of the Company’s unrecognized tax benefits could change due 
to activities of various tax authorities, including evolving interpretations of existing tax laws in the jurisdictions in which the 
Company operates, potential assessment of additional tax, possible settlement of audits, or through normal expiration of various 
statutes of limitations, which could affect the Company’s effective tax rate in the period in which they change. It is reasonably 
possible that our existing unrecognized tax benefits may decrease by up to $65 million as a result of expirations of the statute of 
limitations and audit conclusions in various jurisdictions within the next 12 months.
The Company is subject to the examination of its income tax returns by the Internal Revenue Service and other tax 
authorities. The outcome of these audits cannot be predicted with certainty. The Company’s management regularly assesses the 
likelihood of adverse outcomes resulting from these examinations to determine the adequacy of the Company’s provision for 
income taxes. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s 
expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.
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123

NOTE 12.
NET INCOME PER SHARE
The following table presents the computation of basic and diluted net income per share attributable to Intuitive Surgical, 
Inc. (in millions, except per share amounts):
 
Years Ended December 31,
 
2024
2023
2022
Numerator:
Net income attributable to Intuitive Surgical, Inc.
$ 
2,322.6 $ 
1,798.0 $ 
1,322.3 
Denominator:
Weighted-average shares outstanding used in basic calculation
 
355.2  
351.2  
355.7 
Add: dilutive effect of potential common shares
 
6.8  
6.2  
6.3 
Weighted-average shares outstanding used in diluted calculation
 
362.0  
357.4  
362.0 
Net income per share attributable to Intuitive Surgical, Inc.:
Basic
$ 
6.54 $ 
5.12 $ 
3.72 
Diluted
$ 
6.42 $ 
5.03 $ 
3.65 
Share-based compensation awards of approximately 0.2 million, 1.9 million, and 3.4 million shares for the years ended 
December 31, 2024, 2023, and 2022, respectively, were outstanding but were not included in the computation of diluted net 
income per share attributable to Intuitive Surgical, Inc. common stockholders, because the effect of including such shares would 
have been anti-dilutive in the periods presented.
NOTE 13.  
SEGMENT INFORMATION
Intuitive is committed to advancing minimally invasive care through a comprehensive ecosystem of products and services. 
This connected ecosystem includes systems, instruments and accessories, learning, and services connected by a digital portfolio 
that enables actionable digital insights across the care continuum. The systems, as well as the instruments and accessories, are 
primarily developed and manufactured by Intuitive. During the years ended December 31, 2024, 2023, and 2022, domestic 
revenue accounted for 67%, 66% and 67%, respectively, of total revenue, while revenue from the Company’s OUS markets 
accounted for 33%, 34% and 33%, respectively, of total revenue. The Company manages the business activities on a 
consolidated basis and operates in one reportable segment.
Intuitive’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM utilizes the Company’s 
long-range plan, which includes product development roadmaps and long-range financial models, as a key input to resource 
allocation. The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget 
versus actual results using income from operations. Net income is also a measure that is considered in monitoring budget versus 
actual results.
Significant expenses within income from operations, as well as within net income, include cost of revenue, research and 
development, and selling, general and administrative expenses, which are each separately presented on the Company’s 
Consolidated Statements of Income. Other segment items within net income include interest and other income, net, and income 
tax expense.
The Company’s long-lived assets consist primarily of property, plant and equipment, net. As of December 31, 2024 and 
2023, 83% and 84%, respectively, of long-lived assets were in the U.S. As of December 31, 2024 and 2023, no individual 
country other than the U.S. accounted for 10% or more of these assets.
NOTE 14.  
EMPLOYEE BENEFIT PLANS
The Company sponsors various retirement plans for its eligible U.S. and non-U.S. employees. For employees in the U.S., 
the Company maintains the Intuitive Surgical, Inc. 401(k) Plan (the “Plan”). As allowed under Section 401(k) of the Internal 
Revenue Code, the Plan provides tax-deferred salary contributions for eligible U.S. employees. The Plan allows employees to 
contribute up to 100% of their annual compensation to the Plan on a pre-tax and/or after-tax basis. Employee contributions are 
limited to a maximum annual amount as set periodically by the Internal Revenue Code. The Company matches 200% of 
employee contributions up to $2,000 per calendar year per person. All matching employer contributions vest immediately.
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124

NOTE 15.  
SUBSEQUENT EVENTS
On January 21, 2025, Intuitive announced that it has entered into a definitive agreement with the current Intuitive 
technology distributors ab medica, Abex, Excelencia Robotica, and their affiliates to acquire the da Vinci and Ion distribution 
businesses in Italy, Spain, Portugal, Malta, and San Marino, and associated territories. The transaction consists of an upfront 
cash payment of approximately €290 million and up to an additional €31 million in commercial milestone cash payments, 
subject to certain closing adjustments. The Company expects to complete the transaction in the first half of 2026, subject to 
customary closing conditions.
125

Balance at
Beginning of
Year
Additions
Deductions (1)
Balance at
End of Year
Sales returns and allowances
Year ended December 31, 2024
$ 
17.0 $ 
64.3 $ 
(50.8) $ 
30.5 
Year ended December 31, 2023
$ 
14.5 $ 
58.8 $ 
(56.3) $ 
17.0 
Year ended December 31, 2022
$ 
13.1 $ 
44.4 $ 
(43.0) $ 
14.5 
(1)
Primarily represents products returned.
SCHEDULE II
Table of Contents
VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
126

ITEM 9. 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURES
None.
ITEM 9A. 
CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our 
Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and 
forms and that such information is accumulated and communicated to our management, including our principal executive 
officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our 
management, including our principal executive officer and principal financial officer, of the effectiveness of the design and 
operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. 
Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and 
procedures were effective at the reasonable assurance level.
Inherent Limitations Over Internal Controls
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of the Consolidated Financial Statements for external purposes in accordance with 
GAAP. Our internal control over financial reporting includes those policies and procedures that:
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 
dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Consolidated 
Financial Statements in accordance with GAAP and that our receipts and expenditures are being made only in 
accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition 
of our assets that could have a material effect on the Consolidated Financial Statements.
Management, including our principal executive officer and principal financial officer, does not expect that our internal 
controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide 
only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control 
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their 
costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute 
assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of 
controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in 
business conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such 
term is defined in the Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, 
including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our 
internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by 
the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our assessment under the 
framework in the Internal Control—Integrated Framework (2013), our management concluded that our internal control over 
financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by 
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included 
under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 
2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Table of Contents
127

ITEM 9B. 
OTHER INFORMATION
Rule 10b5-1 Plans
On November 13, 2024, Gary H. Loeb, the Company’s Executive Vice President and Chief Legal and Compliance Officer, 
adopted a Rule 10b5-1 trading plan. Mr. Loeb’s trading plan provides for the potential sale of up to 4,300 shares of the 
Company’s common stock, including the potential exercise and sale of up to 2,600 shares of the Company’s common stock 
subject to stock options, until November 13, 2025. This trading plan was entered into during an open insider trading window 
and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, 
and the Company’s policies regarding transactions in the Company’s securities.
On December 4, 2024, David J. Rosa, the Company’s President and a member of the Company’s Board of Directors, 
adopted a Rule 10b5-1 trading plan. Mr. Rosa’s trading plan provides for the potential exercise and sale of up to 29,250 shares 
of the Company’s common stock subject to stock options, until December 4, 2025. This trading plan was entered into during an 
open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange 
Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.
On December 10, 2024, Brian E. Miller, Ph.D., the Company’s Executive Vice President and Chief Digital Officer, 
adopted a Rule 10b5-1 trading plan. Dr. Miller’s trading plan provides for the potential sale of up to 16,400 shares of the 
Company’s common stock, including the potential exercise and sale of up to 9,334 shares of the Company’s common stock 
subject to stock options, until December 10, 2025. This trading plan was entered into during an open insider trading window 
and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, 
and the Company’s policies regarding transactions in the Company’s securities.
On December 10, 2024, Jami Dover Nachtsheim, a member of the Company’s Board of Directors, adopted a Rule 10b5-1 
trading plan. Ms. Nachtsheim’s trading plan provides for the potential exercise and sale of up to 2,400 shares of the Company’s 
common stock subject to stock options, until December 10, 2025. This trading plan was entered into during an open insider 
trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, 
as amended, and the Company’s policies regarding transactions in the Company’s securities.
On December 12, 2024, Bob DeSantis, the Company’s Executive Vice President and Chief Strategy and Corporate 
Operations Officer, adopted a Rule 10b5-1 trading plan. Mr. DeSantis’s trading plan provides for the potential sale of up to 
16,545 shares of the Company’s common stock, including the potential exercise and sale of up to 5,127 shares of the 
Company’s common stock subject to stock options, until December 12, 2025. This trading plan was entered into during an open 
insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act 
of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.
ITEM 9C. 
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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128

PART III
Certain information required by Part III is omitted from this report on Form 10-K and is incorporated herein by reference to 
our definitive Proxy Statement for our next Annual Meeting of Stockholders (the “Proxy Statement”), which we intend to file 
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days after December 31, 2024.
ITEM 10. 
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this item concerning our directors and corporate governance is incorporated by reference to 
the information set forth in the section titled “Directors and Corporate Governance” in our Proxy Statement. Information 
required by this item concerning our executive officers is incorporated by reference to the information set forth in the section 
entitled “Executive Officers of the Company” in our Proxy Statement. Information regarding our Section 16 reporting 
compliance and code of business conduct and ethics is incorporated by reference to the information set forth in the section 
entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our Proxy 
Statement.
We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our 
directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules 
and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19 to this Annual 
Report.
ITEM 11. 
EXECUTIVE COMPENSATION
The information required by this item regarding executive compensation is incorporated by reference to the information set 
forth in the sections titled “Executive Compensation” and “Compensation for Directors” in our Proxy Statement.
ITEM 12. 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND 
RELATED STOCKHOLDER MATTERS
The information required by this item regarding security ownership of certain beneficial owners and management is 
incorporated by reference to the information set forth in the section titled “Security Ownership of Certain Beneficial Owners 
and Management and Related Stockholder Matters” in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be 
filed with the SEC within 120 days of December 31, 2024.
ITEM 
13. 
CERTAIN 
RELATIONSHIPS 
AND 
RELATED 
TRANSACTIONS 
AND 
DIRECTOR 
INDEPENDENCE
The information required by this item regarding certain relationships and related transactions and director independence is 
incorporated by reference to the information set forth in the sections titled “Certain Relationships and Related Transactions” 
and “Directors and Corporate Governance” in our Proxy Statement.
ITEM 14. 
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item regarding principal accountant fees and services is incorporated by reference to the 
information set forth in the section titled “Principal Accountant Fees and Services” in our Proxy Statement.
Table of Contents
129

PART IV
ITEM 15. 
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) The following documents are filed as part of this Annual Report on Form 10-K.
1)
Financial Statements—See Index to Consolidated Financial Statements at Item 8 of this report on Form 10-K.
2)
The following financial statement schedule of Intuitive Surgical, Inc. for 2024, 2023, and 2022 is filed as part 
of this report and should be read in conjunction with the Consolidated Financial Statements of Intuitive 
Surgical, Inc.:
Page
Schedule II - Valuation and Qualifying Accounts
126
All other schedules have been omitted, because they are not applicable, not required under the instructions, or 
the information requested is set forth in the Consolidated Financial Statements or related notes thereto.
3)
Exhibits
The exhibits filed as part of this report are listed under “Exhibits” at subsection (b) of this Item 15.
(b) Exhibits
Table of Contents
130

EXHIBIT INDEX
3.1(1)
Amended and Restated Certificate of Incorporation of the Company, as Amended.
3.2(2)
Amendment to Amended and Restated Certificate of Incorporation of the Company.
3.3(3)
Amended and Restated Bylaws of the Company.
4.1(4)
Specimen Stock Certificate.
4.2(5)
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 
1934.
10.1(6)
2000 Non-Employee Directors’ Stock Option Plan.*
10.2(7)
Form of Indemnity Agreement.*
10.3(8)
2009 Employment Commencement Incentive Plan, as amended and restated.*
10.4(9)
2000 Employee Stock Purchase Plan, as amended and restated.*
10.5(10)
2010 Incentive Award Plan, as amended and restated.*
10.6(11)
Severance Plan.*
10.7(12)
Form of Amended and Restated Intuitive Surgical, Inc. 2009 Employment Commencement Incentive Plan Stock 
Option Grant Notice.*
10.9(13)
Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Stock Option Grant 
Notice.*
10.10(14)
Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Restricted Stock Unit 
Grant Notice.*
10.11(15)
Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Performance Stock 
Unit Grant Notice.*
19
Intuitive Surgical, Inc. Insider Trading Policy and Guidelines.
21.1
Intuitive Surgical, Inc. Subsidiaries.
23.1
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1(16)
Policy for Recovery of Erroneously Awarded Compensation.
101
The following materials from Intuitive Surgical, Inc.’s Annual Report on Form 10-K for the year ended 
December 31, 2024, formatted in Inline XBRL (Inline Extensible Business Reporting Language): 
(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of 
Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of 
Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged at Level I through IV.
104
The cover page from Intuitive Surgical, Inc.’s Annual Report on Form 10-K for the year ended December 31, 
2024, formatted in Inline XBRL and contained in Exhibit 101.
1.
Incorporated by reference to Exhibit 3.1 filed with the Company’s Quarterly Report on Form 10-Q filed on July 23, 2020 (File No. 000-30713).
2.
Incorporated by reference to Exhibit 3.1 filed with the Company’s Quarterly Report on Form 10-Q filed on October 20, 2021 (File No. 000-30713).
3.
Incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on February 1, 2021 (File No. 000-30713).
4.
Incorporated by reference to Exhibit 4.2 filed with the Company’s Registration Statement Amendment on Form S-1/A filed on May 2, 2000 (File 
No. 333-33016).
5.
Incorporated by reference to Exhibit 4.2 filed with the Company’s Annual Report on Form 10-K filed on February 3, 2022 (File No. 333-33016).
6.
Incorporated by reference to exhibits filed with the Company’s Registration Statement on Form S-1 filed on March 22, 2000 (File No. 333-33016).
7.
Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on August 3, 2015 (File No. 000-30713).
8.
Incorporated by reference to Exhibit 4.2 filed with the Company’s Registration Statement on Form S-8 filed on May 1, 2015 (File No. 333-203793).
9.
Incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed on April 30, 2024 (File No. 000-30713).
Table of Contents
131

10.
Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on April 30, 2024 (File No. 000-30713).
11.
Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on December 2, 2008 (File No. 000-30713).
12.
Incorporated by reference to Exhibit 10.9 filed with the Company’s 2015 Annual Report on Form 10-K filed on February 2, 2016 (File No. 000-30713).
13.
Incorporated by reference to Exhibit 10.9 filed with the Company’s 2022 Annual Report on Form 10-K filed on February 10, 2023 (File No. 000-30713).
14.
Incorporated by reference to Exhibit 10.10 filed with the Company’s 2022 Annual Report on Form 10-K filed on February 10, 2023 (File No. 000-30713).
15.
Incorporated by reference to Exhibit 10.11 filed with the Company’s 2022 Annual Report on Form 10-K filed on February 10, 2023 (File No. 000-30713).
16.
Incorporated by reference to Exhibit 97.1 filed with the Company’s 2023 Annual Report on Form 10-K filed on January 31, 2024 (File No. 000-30713).
 *      Management contract or compensatory plan or arrangement.
ITEM 16. 
FORM 10-K SUMMARY
None.
Table of Contents
132

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly 
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INTUITIVE SURGICAL, INC.
Date:
January 31, 2025
By:
/S/    GARY S. GUTHART        
Gary S. Guthart, Ph.D.
Chief Executive Officer
Power of Attorney
Each person whose individual signature appears below hereby authorizes and appoints Gary Guthart, Ph.D., and Jamie 
Samath, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or 
her true and lawful attorney-in-fact and agent to act in his or her name, place, and stead and to execute in the name and on 
behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report 
on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities 
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do 
and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or 
their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the 
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/S/    GARY S. GUTHART
Chief Executive Officer and Director 
(Principal Executive Officer)
January 31, 2025
Gary S. Guthart, Ph.D.
/S/    DAVID J. ROSA
President and Director
January 31, 2025
 David J. Rosa
/S/    JAMIE E. SAMATH
Executive Vice President, Chief Financial Officer 
(Principal Financial Officer)
January 31, 2025
Jamie E. Samath
/S/    FREDRIK C. WIDMAN
Vice President, Corporate Controller 
(Principal Accounting Officer)
January 31, 2025
Fredrik C. Widman
/S/    CRAIG H. BARRATT
Chairman of the Board of Directors
January 31, 2025
Craig H. Barratt, Ph.D.
/S/    JOSEPH C. BEERY
Director
January 31, 2025
Joseph C. Beery
/S/    LEWIS CHEW
Director
January 31, 2025
Lewis Chew
/S/    AMAL M. JOHNSON
Director
January 31, 2025
Amal M. Johnson
/S/    SREELAKSHMI KOLLI
Director
January 31, 2025
Sreelakshmi Kolli
/S/    AMY L. LADD
Director
January 31, 2025
Amy L. Ladd, M.D.
/S/    KEITH R. LEONARD JR.
Director
January 31, 2025
Keith R. Leonard Jr.
/S/    JAMI DOVER NACHTSHEIM
Director
January 31, 2025
Jami Dover Nachtsheim
/S/    MONICA P. REED
Director
January 31, 2025
Monica P. Reed, M.D.
/S/    MARK J. RUBASH
Director
January 31, 2025
Mark J. Rubash
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133

DIRECTORS AND EXECUTIVE OFFICERS OF INTUITIVE SURGICAL, INC. 
 
DIRECTORS 
 
Craig H. Barratt, Ph.D. 3 
Chair of the Board, Intuitive 
Surgical, Inc. 
Joseph C. Beery 3 
Former Chief Executive Officer, 
LunaPBC Inc. 
Lewis Chew 1 
Audit Committee Chair, Arista 
Networks and Cadence Design 
Systems 
 
 
 
Gary S. Gurthart, Ph.D. 
Chief Executive Officer, Intuitive 
Surgical, Inc. 
Amal M. Johnson 2 
Former Executive Chairman of the 
Board, Author-IT, Inc.  
 
Sreelakshmi Kolli 1 
Executive Vice President and Chief 
Product and Digital Officer, Align 
Technology 
 
 
 
Amy L. Ladd, M.D. 2 
Orthopaedic Surgeon, Stanford 
University Medical Center 
Keith R. Leonard, Jr. 1 
Chairman of the Board, Unity 
Biotechnology, Inc. 
Jami Dover Nachtsheim 3  
Former Corporate Vice President of 
the Sales and Market Group and 
Director of Worldwide Marketing, 
Intel Corporation 
 
 
 
Monica P. Reed, M.D. 2 
President and Chief Executive  
Officer, UChicago Medicine 
AdventHealth 
David J. Rosa 
President, Intuitive Surgical, Inc. 
Mark J. Rubash 1 
Former Chief Financial Officer 
Emeritus - Strategic Advisor, 
Eventbrite, Inc. 
 
 
 
EXECUTIVE OFFICERS 
 
Gary S. Guthart, Ph.D. 
Chief Executive Officer 
David J. Rosa 
President 
Mark P. Brosius 
Senior Vice President and Chief 
Manufacturing and Supply Chain 
Officer 
 
 
 
Henry L. Charlton 
Executive Vice President and Chief 
Commercial and Marketing Officer 
Myriam J. Curet, M.D., F.A.C.S. 
Executive Vice President and Chief 
Medical Officer 
Bob DeSantis 
Executive Vice President and Chief 
Strategy and Corporate Operations 
Officer 
 
 
 
Gary H. Loeb 
Executive Vice President and Chief 
Legal and Compliance Officer 
Brian E. Miller, Ph.D. 
Executive Vice President and Chief 
Digital Officer 
Jamie E. Samath 
Executive Vice President, Chief 
Financial Officer and Head of 
Business Technology 
 
 
 
 
 
 
 
Board Committees 
1. Audit Committee 
2. Compensation Committee 
3. Governance and Nominating Committee 

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Intuitive Annual Report 2024