v3.26.3
BUSINESS COMBINATION, GOODWILL, AND INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2026
Business Combination, Goodwill, and Intangible Assets Disclosure [Abstract]  
BUSINESS COMBINATION, GOODWILL, AND INTANGIBLE ASSETS BUSINESS COMBINATION, GOODWILL, AND INTANGIBLE ASSETS
Business Combination
Acquisition of ab medica, Abex, Excelencia Robótica, and their Affiliates
On March 1, 2026, Intuitive acquired the da Vinci and Ion distribution businesses previously operated by ab medica, Abex, Excelencia Robótica, and their affiliates for approximately $533.1 million in cash, net of the effective settlement of existing receivables of $32.6 million. No gain or loss was recognized upon settlement, as amounts were stated at fair value. As a result of the acquisition, Intuitive assumed direct distribution responsibilities for Italy, Spain, Portugal, Malta, San Marino, and associated territories. During the three months ended September 30, 2026, the Company finalized the purchase consideration and received a payment from the sellers of $15.6 million.
The preliminary purchase consideration allocation has been updated for measurement period adjustments identified as of September 30, 2026. The fair values of the assets acquired and liabilities assumed were as follows (in millions):
Amount
Cash$37.5 
Accounts receivable, net
90.9 
Other acquired current assets
37.5 
Property, plant, and equipment, net
60.6 
Intangible and other assets
281.0 
Goodwill196.3 
Total assets acquired
703.8 
Accounts payable, accrued liabilities, and other current liabilities
78.5 
Deferred tax liabilities – long-term
54.4 
Other long-term liabilities
20.8 
Total liabilities assumed
153.7 
Fair value of assets acquired and liabilities assumed
$550.1 
The purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill. The fair value of certain assets acquired and liabilities assumed are subject to change over the measurement period as additional information is received. The Company expects to finalize the allocation of purchase consideration as soon as practicable and no later than one year from the acquisition date.
The following table summarizes the components of the intangible assets acquired and their estimated weighted-average useful lives (in millions, except years):
Estimated Fair Values
Weighted-Average Useful Lives
(in Years)
Customer relationships$195.5 6.6
Reacquired distribution rights
17.8 0.3
Non-compete agreements6.1 3.0
   Total acquisition-related intangible assets$219.4 
The goodwill recognized is primarily attributable to the assembled workforce acquired, expected operational synergies, and the strategic benefits of establishing a direct commercial presence in the applicable geographic market. The goodwill is not deductible for income tax purposes.
The pro forma financial information assuming the acquisition had occurred as of the beginning of the calendar year prior to the year of acquisition, as well as the revenue and earnings generated during the current year, were not significant for disclosure purposes.
Goodwill
The following table summarizes the changes in the carrying amount of goodwill during the period presented (in millions):
Amount
Balance as of December 31, 2025
$370.3 
Acquisition activity196.3 
Foreign currency translation and other activity(8.8)
Balance as of September 30, 2026
$557.8 
Intangible Assets
The following table summarizes the components of gross intangible assets, accumulated amortization, and net intangible assets balances (in millions):
As of September 30, 2026As of December 31, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Patents and developed technology$138.2 $(127.0)$11.2 $192.8 $(182.8)$10.0 
Customer relationships193.4 (18.8)174.6 28.2 (27.1)1.1 
Distribution rights and others6.1 (1.2)4.9 — — — 
Total definite-lived intangible assets$337.7 $(147.0)$190.7 $221.0 $(209.9)$11.1 
In-process research and development
6.0 — 6.0 6.0 — 6.0 
Total intangible assets$343.7 $(147.0)$196.7 $227.0 $(209.9)$17.1 
Amortization expense related to intangible assets was $9.3 million and $3.3 million for the three months ended September 30, 2026, and 2025, respectively. Amortization expense related to intangible assets was $40.4 million and $9.9 million for the nine months ended September 30, 2026, and 2025, respectively.
The estimated future amortization expense related to intangible assets as of September 30, 2026, is as follows (in millions):
Fiscal YearAmount
Remainder of 2026
$8.9 
202735.4 
202833.9 
202931.4 
203030.4 
2031 and thereafter50.7 
Total$190.7 
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.