BSX

MKT CAP $64.5BP/E 18.0DIV YIELD —FCF YIELD 5.62%REV TTM $21B +13.5%NET INCOME $3.7B +46.9%NET DEBT $4.3B52W 41.58 – 104.98SEC XBRL · TTM TO Invalid Date

How BSX rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

Risk Factors of this Annual Report, some of which are outside our control.
Financial Covenant As of December 31, 2025, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility.
Covenant Requirement as of December 31, 2025 Actual as of December 31, 2025 Maximum permitted leverage ratio (1) 4.50 times 1.92 times (1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement.
On November 15, 2024, we announced the closing of our acquisition of Axonics, which we had previously designated as a Qualified Acquisition under the credit agreement, increasing the maximum permitted leverage ratio to 4.75 times at that time.
As of December 31, 2025, the maximum permitted leverage ratio is 4.50 times.
Permitted exclusions include up to $ 500 million in cash and non-cash restructuring charges and restructuring-related expenses.
As of December 31, 2025, we had none of the restructuring charge exclusion remaining; no further restructuring charges will be excluded.
As of December 31, 2025, we had $ 1.160 billion of the litigation exclusion remaining.
Debt The following table presents the current and long-term portions of our total debt: As of December 31, (in millions) 2025 2024 Current debt obligations $ 299 $ 1,778 Long-term debt 11,137 8,968 Total debt $ 11,436 $ 10,746 The following table presents the portions of our total debt that are comprised of fixed and variable rate debt instruments, which are presented on an amortized cost basis: As of December 31, (in millions) 2025 2024 Fixed-rate debt instruments $ 11,393 $ 10,507 Variable rate debt instruments 43 239 Total debt $ 11,436 $ 10,746 For additional details related to our debt obligations, including our financial covenant requirements, refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8.
Financial Statements and Supplementary Data of this Annual Report.
Equity In 2025, we received $282 million in proceeds from stock issuances related to our stock option and employee stock purchase plans, compared to $230 million in 2024.
Stock-based compensation expense related to our stock ownership plans was $299 million in 2025 and $266 million in 2024.
We did not repurchase any shares of our common stock in 2025 or 2024, and had the full amount available under the authorization as of December 31, 2025.
There were approximately 263 million shares in treasury as of December 31, 2025 and 2024.
Contractual Obligations and Commitments (in millions) 2026 2027 2028 2029 2030 Thereafter Total Debt obligations (1) $ 255 $ 1,058 $ 1,226 $ 1,154 $ 1,200 $ 6,451 $ 11,343 Interest payments (2) 338 334 320 294 242 1,349 2,879 Lease obligations (3) 107 96 82 69 56 248 656 Purchase obligations (2) 1,051 268 186 90 57 176 1,830 Legal reserves (4) 115 — — — — — 115 $ 1,866 $ 1,755 $ 1,814 $ 1,607 $ 1,555 $ 8,225 $ 16,823 (1) Debt obligations are comprised of our senior notes outstanding as of December 31, 2025.
Refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8.
Financial Statements and Supplementary Data of this Annual Report for additional information.
GAAP, these obligations relate primarily to expenses associated with future periods and, with the exception of accrued interest, are not reflected in our consolidated balance sheet as of December 31, 2025.
Interest payments included above are calculated based on rates and required fees applicable to our outstanding debt obligations as of December 31, 2025 described in Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8.
(3) Lease obligations include minimum lease payments under our operating lease agreements, but exclude expected lease payments for lease terms that have not yet commenced.
Refer to Note F – Leases to our consolidated financial statements included in Part II, Item 8.
Financial Statements and Supplementary Data of this Annual Report for more information.
(4) Timing of payment for our long-term liability for legal matters that are probable and estimable as of December 31, 2025 is uncertain and as such it is excluded from the table above.
Refer to Note I – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8.
Refer to Note B – Acquisitions and Strategic Investments to our consolidated financial statements included in Part II, Item 8.
Financial Statements and Supplementary Data of this Annual Report for more information; • Unrecognized tax benefits, accrued interest and penalties and other related items because the timing of their future cash settlement is uncertain.
Refer to Note H – Income Taxes to our consolidated financial statements included in Part II, Item 8.
Financial Statements and Supplementary Data of this Annual Report for more information; • A previously executed finance lease for additional office and warehouse space which commenced in December 2024.
Total estimated undiscounted future lease payments are approximately $233 million.
This lease has a remaining noncancellable lease term of 24 years.
See Note F – Leases to our consolidated financial statements included in Part II, Item 8.
Financial Statements and Supplementary Data of this Annual Report for more information; • The January 27, 2026 acquisition of the remaining stake of Nalu Medical, consisting of an upfront cash payment of approximately $517 million, net of cash acquired; • The definitive agreement, entered into on January 15, 2026, to acquire Penumbra, for approximately $14.500 billion, which is expected to close during 2026, subject to customary closing conditions.
We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock.
Legal Matters For a discussion of our material legal proceedings, see Note I – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8.
See Note A – Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8.
Financial Statements and Supplementary Data of this Annual Report for additional information related to our accounting policies and our consideration of these critical accounting areas.
For goods or services for which observable standalone selling prices are not available, or if sales volume is not sufficient, we estimate the standalone selling price considering entity-specific factors including, but not limited to, the expected cost and margin of the product or service.
Valuation of Intangible Assets, Goodwill and Contingent Consideration Liabilities We base the fair value of identifiable intangible assets acquired in a business combination, including in-process research and development (IPR&D), on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use.
We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination to goodwill.
For our 2025 annual impairment assessment, we identified the following reporting units for purposes of our annual goodwill impairment test: Interventional Cardiology, Rhythm Management, Peripheral Interventions, Endoscopy, Urology and Neuromodulation.

and 343 more.

Gone since FY2024

Risk Factors of this Annual Report on Form 10-K, some of which are outside our control.
Financial Covenant As of December 31, 2024, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility.
Covenant Requirement as of December 31, 2024 Actual as of December 31, 2024 Maximum permitted leverage ratio (1) 4.75 times 2.26 times (1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement.
On November 15, 2024, we announced the closing of our acquisition of Axonics, which we had previously designated as a Qualified Acquisition under the credit agreement, increasing the maximum permitted leverage ratio to 4.75 times as of December 31, 2024.
Permitted exclusions include up to $ 500 million in cash and non-cash restructuring charges and restructuring-related expenses associated with our current or future restructuring plans.
As of December 31, 2024, we had $ 322 million of the restructuring charge exclusion remaining.
As of December 31, 2024, we had $ 1.435 billion of the litigation exclusion remaining.
Debt The following table presents the current and long-term portions of our total debt: As of (in millions) December 31, 2024 December 31, 2023 Current debt obligations $ 1,778 $ 531 Long-term debt 8,968 $ 8,571 Total debt $ 10,746 $ 9,102 The following table presents the portions of our total debt that are comprised of fixed and variable rate debt instruments, which are presented on an amortized cost basis: As of (in millions) December 31, 2024 December 31, 2023 Fixed-rate debt instruments $ 10,507 $ 9,070 Variable rate debt instruments 239 32 Total debt $ 10,746 $ 9,102 For additional details related to our debt obligations, including our financial covenant requirements, refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Equity In 2024, we received $230 million in proceeds from stock issuances related to our stock option and employee stock purchase plans, compared to $182 million in 2023.
Stock-based compensation expense related to our stock ownership plans was $266 million in 2024 and $233 million in 2023.
On June 1, 2023, in accordance with the terms of our MCPS, all outstanding shares of MCPS automatically converted into shares of common stock.
No action by the holders of the MCPS was required in connection with the mandatory conversion.
The conversion rate for each share of MCPS was 2.3834 shares of common stock.
Cash was paid in lieu of fractional shares in accordance with the terms of the MCPS.
An aggregate of approximately 24 million shares of common stock, including shares of common stock issued to holders of MCPS that elected to convert prior to the Mandatory Conversion Date, were issued upon conversion of the MCPS.
Following the mandatory conversion of the MCPS, there were no outstanding shares of MCPS, resulting in the retirement of the annualized approximately $55 million cash dividend payment on the MCPS.
We did not repurchase any shares of our common stock in 2024 or 2023, and had the full amount available under the authorization as of December 31, 2024.
There were approximately 263 million shares in treasury as of December 31, 2024 and 2023.
Contractual Obligations and Commitments (in millions) 2025 2026 2027 2028 2029 Thereafter Total Debt obligations (1) $ 1,730 $ 255 $ 935 $ 1,123 $ 1,051 $ 5,547 $ 10,642 Interest payments (2) 288 270 266 253 234 1,385 2,695 Lease obligations (3) 94 84 64 52 43 227 564 Purchase obligations (2) 881 220 125 108 21 159 1,514 Legal reserves (4) 177 — — — — — 177 One-time transition tax 147 — — — — — 147 $ 3,316 $ 829 $ 1,390 $ 1,536 $ 1,349 $ 7,318 $ 15,739 (1) Debt obligations are comprised of our senior notes outstanding as of December 31, 2024.
Refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for additional information.
GAAP, these obligations relate primarily to expenses associated with future periods and, with the exception of accrued interest, are not reflected in our consolidated balance sheet as of December 31, 2024.
Interest payments included above are calculated based on rates and required fees applicable to our outstanding debt obligations as of December 31, 2024 described in Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Item 8.
(3) Lease obligations include minimum lease payments under our operating lease agreements.
Refer to Note F – Leases to our consolidated financial statements included in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information.
(4) Timing of payment for our long-term liability for legal matters that are probable and estimable as of December 31, 2024 is uncertain and as such it is excluded from the table above.
Refer to Note I – Commitments and Contingencies to our consolidated financial statements included in Item 8.
Refer to Note B – Acquisitions and Strategic Investments to our consolidated financial statements included in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information; • Unrecognized tax benefits, accrued interest and penalties and other related items because the timing of their future cash settlement is uncertain.
Refer to Note H – Income Taxes to our consolidated financial statements included in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information; • Acquired IPR&D projects that require future funding to complete.
We estimate that the total remaining cost to complete acquired IPR&D projects is between $125 million and $135 million.
Net cash inflows from the projects currently in development are expected to continue through 2042, following the respective launches of these technologies in the U.S. and Europe.
See Note C – Goodwill and Other Intangible Assets to our consolidated financial statements included in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information; • A previously executed finance lease for additional office and warehouse space which commenced in December 2024.
Total estimated undiscounted future lease payments are approximately $240 million.
This lease has a noncancellable lease term of 25 years.
See Note F – Leases to our consolidated financial statements included in Item 8.

and 433 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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