直觉外科 2024年度报告

FORM 10-K (MARK ONE)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number 000-30713 Intuitive Surgical, Inc. (Exact name of Registrant as specified in its Charter)Delaware77-0416458(State or Other Jurisdiction of Incorporation orOrganization)(I.R.S. Employer Identification Number)1020 Kifer RoadSunnyvale, 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: Name of each exchange on whichregistered Trading Symbol(s) The Nasdaq Global Select Market Common Stock, par value $0.001 per share ISRG 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 ofthe Securities Act.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 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 filingrequirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding12 months(or for such shorter period that the registrant was required to submit suchfiles).Yes☐No☐ 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 “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growthcompany Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicateby check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring 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 theExchange Act).Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates onJune 30, 2024, based upon the closing price of Common Stock on such date as reported on The NasdaqGlobal Select Market, was approximately $157.3 billion. Shares of voting stock held by each officer anddirector have been excluded in that such persons may be deemed to be affiliates. This assumptionregarding 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, was356,656,964. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference to the definitive proxy statement for the Company’sAnnual Meeting of Stockholders to be held on or about May 1, 2025, to be filed within 120 days of theregistrant’s fiscal year ended December 31, 2024. INDEX PART I Item 1.Business6Item 1A.Risk Factors26Item 1B.Unresolved Staff Comments57Item 1C.Cybersecurity57Item 2.Properties58Item 3.Legal Proceedings58Item 4.Mine Safety Disclosures58PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters, andIssuer Purchases of Equity Securities59Item 6.[RESERVED]60Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations61Item 7A.Quantitative and Qualitative Disclosures About Market Risk86Item 8.Financial Statements and Supplementary Data87Item 9.Changes in and Disagreements with Accountan