v3.26.1
Acquisitions, Divestitures and Strategic Investments
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
ACQUISITIONS AND STRATEGIC INVESTMENTS
NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS

Our accompanying unaudited consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We have not presented supplemental pro forma financial information for completed acquisitions or divestitures given their results are not material to our accompanying unaudited consolidated financial statements. Further, transaction costs were immaterial to our accompanying unaudited consolidated financial statements and were expensed as incurred.

On March 31, 2026, we entered into a definitive agreement to acquire 100 percent of Scivita Medical Technology Co., Ltd. (Scivita Medical), a privately held medical technology company focused on the development and commercialization of innovative medical endoscopes and related products. We have been an investor in Scivita Medical since 2024 and currently own an equity stake of approximately one percent. The transaction price to acquire the remaining stake is expected to result in an upfront cash payment of $200 million in addition to cash acquired upon closing and up to an additional $30 million in future payments upon achievement of commercialization milestones. The transaction is expected to close during the third quarter of 2026, subject to customary closing conditions. The Scivita Medical portfolio complements our existing Endoscopy and Urology portfolios which will provide physicians with more treatment options to meet specific patient needs.

On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, Inc. (Penumbra), a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. On May 6, 2026, Penumbra stockholders voted to approve the acquisition. The transaction is expected to be completed
in the second half of 2026, subject to the satisfaction of other customary closing conditions, including regulatory clearances. The Penumbra business will be integrated into our Cardiovascular division.

2026 Acquisitions

On January 27, 2026, we completed our acquisition of 100 percent of Nalu Medical, Inc. (Nalu Medical), a privately held medical technology company focused on developing and commercializing innovative and minimally invasive solutions for patients with chronic pain. We had been an investor in Nalu Medical since 2017 and previously held an equity stake of approximately nine percent. The transaction to acquire the remaining stake consisted of an upfront cash payment of approximately $523 million, net of cash acquired. The Nalu Medical business is being integrated into our Neuromodulation division.

Purchase Price Allocation

We accounted for this transaction as a business combination in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations (FASB ASC Topic 805). The preliminary purchase price was comprised of the amounts presented below:

(in millions)Nalu Medical
Payment for acquisition, net of cash acquired$523 
Fair value of prior interest66 
$588 

We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transaction. The preliminary purchase price allocation was comprised of the components presented below, which represent the preliminary determination of the fair value of assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period in accordance with FASB ASC Topic 805.

(in millions)Nalu Medical
Goodwill$274 
Amortizable intangible assets262 
Other assets acquired55 
Net deferred tax assets13 
Liabilities assumed(16)
$588 

Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes.

We allocated a portion of the purchase price to the specific intangible asset categories as follows:

Amount Assigned
(in millions)
Weighted Average Amortization Period
(in years)
Nalu Medical:
Amortizable intangible assets:
Technology-related$250 12
Customer relationships
12 12
$262 
Our intangible assets consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related intangible assets and are amortizing them on a straight-line basis over their assigned estimated useful lives.

In addition to the above, during the first six months of 2026, we completed acquisitions of other businesses for which the aggregate transaction price consisted of upfront cash payments of $195 million, net of cash acquired.

2025 Acquisitions

On May 7, 2025, we completed our acquisition of the remaining shares of SoniVie Ltd. (SoniVie), a privately held medical device company that has developed the TIVUS™ Intravascular Ultrasound System. An investigational technology, the TIVUS system is designed to denervate nerves surrounding blood vessels to treat a variety of hypertensive disorders, including renal artery denervation for hypertension. We had been an investor in SoniVie since 2022 and held an equity stake of approximately 10 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $362 million, net of cash acquired after adjustments for our prior equity stake and other closing adjustments, and an additional future payment of up to $200 million, or $180 million for the portion not previously owned, upon achievement of a regulatory milestone. The SoniVie business is being integrated into our Cardiovascular division.

On April 1, 2025, we completed our acquisition of the remaining shares of Bolt Medical, Inc. (Bolt Medical), the developer of an intravascular lithotripsy advanced laser-based platform for the treatment of coronary and peripheral artery disease. We had been an investor in Bolt Medical since 2019 and held an equity stake of approximately 26 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $475 million, net of cash acquired after adjustments for our prior equity stake, debt and other closing adjustments, including Bolt Medical's achievement of a regulatory milestone. In addition, the transaction price consists of a future payment of up to $200 million, or approximately $148 million for the portion not previously owned, upon achievement of a second regulatory milestone. The Bolt Medical business is being integrated into our Cardiovascular division.

On January 24, 2025, we completed our acquisition of 100 percent of Cortex, Inc. (Cortex), a privately held medical technology company focused on the development of a diagnostic mapping solution which may identify triggers and drivers outside of the pulmonary veins that are foundational to atrial fibrillation (AF). The transaction price consisted of an upfront cash payment of $239 million, net of cash acquired, and up to an additional $50 million in future payments upon achievement of clinical and other milestones. The Cortex business is being integrated into our Cardiovascular division.

Purchase Price Allocation

We accounted for these transactions as business combinations in accordance with FASB ASC Topic 805. The final purchase prices were comprised of the amounts presented below:

(in millions)Bolt MedicalSoniVieOther
Payment for acquisition, net of cash acquired$475 $362 $239 
Fair value of contingent consideration100 98 38 
Fair value of prior interest207 55 — 
$782 $516 $277 
We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transactions. The final purchase price allocations were comprised of the components presented below, with the excess of the purchase price over the fair value of net assets acquired recorded to goodwill:

(in millions)Bolt MedicalSoniVieOther
Goodwill$304 $248 $208 
Amortizable intangible assets142 — 66 
Indefinite-lived intangible assets376 344 — 
Other assets acquired28 12 1 
Net deferred tax assets— — 12 
Liabilities assumed(22)(23)(10)
Net deferred tax liabilities(46)(65)— 
$782 $516 $277 

Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes.

We allocated a portion of the purchase prices to the specific intangible asset categories as follows:

Amount Assigned
(in millions)
Weighted Average Amortization Period
(in years)
Bolt Medical:
Amortizable intangible assets:
Technology-related$142 12
Indefinite-lived intangible assets:
In-process research and development (IPR&D)$376 N/A
$518 
SoniVie:
Indefinite-lived intangible assets:
IPR&D$344 N/A
$344 
Other:
Amortizable intangible assets:
Technology-related$66 13
$66 

Our intangible assets, including technology-related intangible assets and IPR&D, consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related and IPR&D intangible assets. Our amortizable intangibles are amortized on a straight-line basis over their assigned estimated useful lives.

In addition to the above, during the first six months of 2025, we completed acquisitions of other businesses for which the aggregate transaction price consisted of upfront cash payments of $172 million, net of cash acquired.
Contingent Consideration

Changes in the fair value of our contingent consideration liability during the first six months of 2026 associated with current and prior period acquisitions were as follows:

(in millions)
Balance as of December 31, 2025$385 
Contingent consideration net expense (benefit)(46)
Contingent consideration payments(82)
Balance as of June 30, 2026$257 

The maximum amount for certain contingent consideration is not determinable as it is uncapped and based on a percent of certain sales. As of June 30, 2026, the fair value of such uncapped contingent consideration is estimated at $58 million. As of June 30, 2026, the maximum amount that we could be required to pay under our other capped contingent consideration arrangements (undiscounted) is approximately $596 million. Refer to Note B – Acquisitions and Strategic Investments to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information.

The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs:

Contingent Consideration LiabilityFair Value as of June 30, 2026Valuation TechniqueUnobservable InputRange
Weighted Average(1)
Revenue-based Payments and Commercialization Milestones$76 millionDiscounted Cash FlowDiscount Rate6%-15%10%
Probability of Payment90%-100%98%
Projected Year of Payment2027-20322029
Clinical-based, Regulatory and Other Milestones$181 millionDiscounted Cash FlowDiscount Rate4%-5%5%
Probability of Payment74%-86%81%
Projected Year of Payment2027-20292028
(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average.

Projected contingent payment amounts related to our clinical, regulatory and revenue-based payments and commercialization milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of June 30, 2026.

Strategic Investments

The aggregate carrying amount of our strategic investments, which are classified as Other investments within our accompanying unaudited consolidated balance sheets, was comprised of the following:


As of
(in millions)June 30, 2026December 31, 2025
Equity method investments$1,308 $396 
Measurement alternative investments(1, 2)
938 286 
$2,245 $681 
(1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations.
(2) Includes publicly-held equity securities, convertible notes and securities measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations.
On May 15, 2026, we entered into an investment agreement with MiRus LLC (MiRus), a privately held company developing and commercializing proprietary novel biomaterials, implants and procedural solutions for the treatment of cardiovascular and orthopedic diseases, including the SIEGEL™ Balloon Expandable Transcatheter Aortic Valve Replacement (TAVR) system (TAVR System), for which it has received investigation device exemption approval from the U.S. Federal Food and Drug Administration (FDA) to conduct the STAR (Siegel Transcatheter Aortic Valve Replacement Trial) randomized control clinical trial in the United States designed to achieve Premarket Approval for the TAVR System. Under the terms of the agreement, for a cash payment of $1.500 billion, exclusive of a $100 million payment previously made by the Company to MiRus, we acquired (a) non-voting common equity interests constituting approximately 33.75 percent of the fully diluted equity interests of MiRus, and (b) an exclusive option (the TAVR Option) to acquire the MiRus TAVR business (TAVR-Structural Heart NewCo), for additional aggregate cash payments totaling $3.000 billion, at our option following MiRus’ achievement of certain clinical and regulatory milestones, for 100 percent ownership of TAVR-Structural Heart NewCo. Upon the closing of our acquisition of TAVR-Structural Heart NewCo, we will no longer own any equity interest in MiRus. If we exercise the TAVR Option, MiRus will have the right to receive additional payments based on net sales of the TAVR System over a specified period. We also have an exclusive option, exercisable if we exercise the TAVR Option, to acquire mitral and tricuspid replacement valve assets from MiRus for an additional payment.

If we do not make any portion of the additional payments, or do not exercise the TAVR Option within the applicable period or the TAVR Option does not close following its exercise, our equity interest in MiRus will be forfeited or reduced by approximately 75 percent, or exchanged for an interest in TAVR-Structural Heart NewCo, depending on the circumstances.

The $1.600 billion paid to MiRus was allocated based on the relative fair value of each component of the arrangement, including the equity investment in MiRus and the TAVR Option, each of which are classified as Other investments within our accompanying unaudited consolidated balance sheets.

As the agreement provides us with the ability to exert significant influence over MiRus, our equity investment in MiRus is accounted for under the equity method of accounting in accordance with FASB ASC Topic 323, Investments - Equity Method and Joint Ventures. The investment in the TAVR Option is recorded at the initial allocated cost and will be assessed for impairment on a quarterly basis.
As of June 30, 2026, the cost of our aggregated equity method investments exceeded our share of the underlying equity in net assets by $1.311 billion, which represents amortizable intangible assets, IPR&D, goodwill and deferred tax liabilities.