In this report, "Intuitive Surgical ," "Intuitive," the "Company," "we," "us," and "our" refer toIntuitive Surgical, Inc. and its wholly and majority-owned subsidiaries. This management's discussion and analysis of financial condition as ofJune 30, 2020 , and results of operations for the three and six months endedJune 30, 2020 , and 2019, should be read in conjunction with management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year endedDecember 31, 2019 . 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 (the "Exchange Act"). Forward-looking statements relate to expectations concerning matters that are not historical facts. 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 the expected impacts of the COVID-19 pandemic on our business, financial condition, and results of operations, the strength of our long-term fundamentals, the potential decline of procedure volume, our acquisitions, expected new product introductions, procedures and procedure adoption, future results of operations, future financial position, our ability to increase our revenues, the anticipated mix of our revenues between product and service revenues, our financing plans and future capital requirements, anticipated costs of revenue, anticipated expenses, our potential tax assets or liabilities, the effect of recent accounting pronouncements, our investments, anticipated cash flows, our ability to finance operations from cash flows and similar matters, and statements based on current expectations, estimates, forecasts, and projections about the economies and markets in which we operate and our beliefs and assumptions regarding these economies and markets. These forward-looking statements should, therefore, be considered in light of various important factors, including, but not limited to, the following: our ability to obtain accurate procedure volume in the midst of the COVID-19 pandemic; the risk that the COVID-19 pandemic could lead to further material delays and cancellations of, or reduced demand for, procedures; curtailed or delayed capital spending by hospitals; disruption to our supply chain; closures of our facilities; delays in surgeon training; delays in gathering clinical evidence; the evaluation of the risks of robotic-assisted surgery in the presence of infectious diseases; diversion of management and other resources to respond to the COVID-19 outbreak; the impact of global and regional economic and credit market conditions on healthcare spending; the risk that the COVID-19 virus disrupts local economies and causes economies in our key markets to enter prolonged recessions; healthcare reform legislation in theU.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 market 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, including Schölly Fiberoptic's robotic endoscope business and Orpheus Medical; procedure counts; regulatory approvals, clearances, and restrictions or any dispute that may occur with any regulatory body; guidelines and recommendations in the healthcare and patient communities; intellectual property positions and litigation; competition in the medical device industry and in the specific markets of surgery in which we operate; risks associated with our operations outside ofthe United States ; unanticipated manufacturing disruptions or the inability to meet demand for products; our reliance on sole and single source suppliers; the results of legal proceedings to which we are or may become a party; product liability and other litigation claims; adverse publicity regarding us and the safety of our products and adequacy of training; our ability to expand into foreign markets; the impact of changes to tax legislation, guidance, and interpretations; changes in tariffs, trade barriers, and regulatory requirements; and other risk factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectations and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those risk factors described throughout this filing and in the Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 , and other periodic filings with theSecurities and Exchange Commission . Our actual results may differ materially and adversely from those expressed in any forward-looking statement. We undertake no obligation to publicly update or release any revisions to these forward-looking statements, except as required by law. Intuitive®, Intuitive Surgical®, da Vinci®, da Vinci S®, da Vinci S HD Surgical System®, da Vinci Si®, da Vinci Si HD Surgical System®, da Vinci Xi®,da Vinci SP®, EndoWrist®, Firefly®, InSite®, da Vinci Connect®,Intuitive Surgical EcoSystem®, da Vinci X®, SureFormTM, IonTM, IrisTM, and SynchroSealTM are trademarks or registered trademarks of the Company. 25 -------------------------------------------------------------------------------- Table of Contents Overview Intuitive is committed to advancing patient care in surgery and other acute medical interventions. We are focused on innovating to enable physicians and healthcare providers to improve the quality of and access to minimally invasive care. We believe that minimally invasive care is life-enhancing care. Intuitive brings more than two decades of leadership in robotic-assisted surgical technology and solutions to its offerings. While surgery and acute interventions have improved significantly in the past decades, there remains a significant need for better outcomes and decreased variability of these outcomes across care teams. The current healthcare environment is exerting a large and increasing burden on critical resources, including the professionals who staff care teams: surgeons, anesthesiologists, nurses, and other staff. At the same time, governments are straining to cover the healthcare needs of their populations and are demanding lower total cost per patient to treat disease. In the face of these challenges, we believe scientific, process, and technological advances in biology, computing, imaging, algorithms, and robotics offer the promise of new methods to solve old and difficult problems. We address these needs by focusing on the quadruple aim. First, we focus on products and services that can improve outcomes and decrease variability in the hands of care teams. Second, we seek to improve the patient experience by minimizing disruption to lives and creating greater predictability for the treatment experience. Third, we seek to improve care team satisfaction by creating products and services that are dependable, smart, and optimized for the care environment in which they are used. Finally, we seek to lower the total cost to treat per patient episode when compared with existing treatment alternatives, providing a return on investment for hospitals and healthcare systems and value for payers. Open surgery remains the predominant 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 ("MIS"), where MIS is available. For over three 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. Ourda 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 ("Firefly") and da Vinci Endoscopes. We also provide a comprehensive suite of services, training, and education programs. Within our integrated ecosystem, our products are designed to decrease variability in surgery by offering dependable, consistent functionality and user experiences for surgeons seeking better outcomes. We take a holistic approach, offering intelligent technology and systems designed to work together to make MIS intervention more available and applicable. 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, and the fourth generation da Vinci Xi Surgical System in 2014. We have extended our fourth generation platform by adding the da Vinci X Surgical System, commercialized in the second quarter of 2017, and the da Vinci SP Surgical System, commercialized in the third quarter of 2018. We are early in the launch of our da Vinci SP Surgical System, and we have an installed base of 52 da Vinci SP Surgical Systems as ofJune 30, 2020 . Our plans for the rollout of the da Vinci SP Surgical System include putting systems in the hands of experiencedda Vinci users first while we optimize training pathways and our supply chain. We receivedU.S. Food and Drug Administration ("FDA") clearances for the da Vinci SP Surgical System for urological and certain transoral procedures. We also received clearance inSouth Korea where the da Vinci SP Surgical System may be used for a broad set of procedures. We plan to seek FDA clearances for additional indications for da Vinci SP 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. Allda Vinci systems include a surgeon's console (or consoles), imaging electronics, a patient-side cart, and computational hardware and software. 26 -------------------------------------------------------------------------------- Table of Contents We offer approximately 70 different multi-portda 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 Xi andda Vinci X platforms, including the da Vinci Vessel Sealer Extend and da Vinci Stapler products, to provide surgeons with sophisticated, computer-aided tools to precisely and efficiently interact with tissue.Da Vinci X and da Vinci Xi Surgical Systems share the same instruments whereas the da Vinci Si Surgical System uses instruments that are not compatible with X or Xi systems. We currently offer nine core instruments on our da Vinci SP Surgical System. We plan to expand the SP instrument offering over time. Training technologies include our Intuitive Simulation products, our Intuitive Telepresence remote case observation and telementoring tools, and our dual console for use in surgeon proctoring and collaborative surgery. During the first quarter of 2019, the FDA cleared our Ion endoluminal system to enable minimally invasive biopsies in the lung. Our Ion system extends our commercial offering beyond surgery into diagnostic procedures with this first application. We are introducing the Ion system in theU.S. in a measured fashion while we optimize training pathways and our supply chain and collect additional clinical data. We are early in the launch and have placed 3 Ion systems for commercial use as ofJune 30, 2020 . Ion systems are not included in ourda Vinci Surgical System installed base. We continue to have 3 Ion systems placed with hospitals for gathering clinical data. The success of new product introductions depends on a number of factors including, but not limited to, pricing, competition, 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. COVID-19 Pandemic First Quarter of 2020 Prior to the spread of COVID-19 in the first quarter of 2020, we experienced procedure growth trends consistent with those experienced in the fourth quarter of 2019, including strength in general surgery, growth in mature procedures in theU.S. , and growth in OUS urology. We also saw early strength in capital placements, particularly in theU.S. , with over half the systems placed in the first quarter of 2020 related to arrangements where the sales cycle was mostly completed in the fourth quarter of 2019. Beginning inJanuary 2020 , we saw a substantial reduction inda Vinci procedures inChina and, by earlyFebruary 2020 , procedures per week inChina had declined by approximately 90% compared with the weekly procedure rates experienced in earlyJanuary 2020 . As the COVID-19 pandemic subsided inChina inMarch 2020 ,da Vinci procedure volume began to recover and, by the end of the first quarter of 2020,China procedures per week were approximately 70% of the earlyJanuary 2020 weekly procedure rate. As the COVID-19 pandemic spread toWestern Europe and theU.S. , we experienced a significant decline inda Vinci procedures in the last half ofMarch 2020 . As theU.S. Surgeon General recommended that elective procedures be postponed and hospitals pivoted to providing care to COVID-19 patients, procedures per week in theU.S. , which represented approximately 72% of our procedure volume in 2019, declined to approximately 65% compared with the weekly procedure rate experienced earlier in the first quarter of 2020. Second Quarter of 2020 In April, procedures per week in theU.S. continued to decline, reaching approximately 30% of pre-COVID-19 levels. In May and June,U.S. procedures began a recovery phase, as COVID-19 cases dropped and elective procedures were permitted, and, by the middle of June, had grown to nearly the same level as that measured in the first two weeks of the first quarter of 2020. However, in the last two weeks of June and into July, with the resurgence of COVID-19 cases, some regions have postponed elective procedures again, and we have experienced a corresponding decline inda Vinci procedures. The impact of COVID-19 inEurope during the second quarter varied by country with procedures inItaly ,France , and theUK declining more steeply, whileGermany experienced a year-over-year increase in procedures. During the second quarter of 2020,China procedures per week continued to increase to a level consistent with the earlyJanuary 2020 weekly procedure rate. Consistent with the first quarter of 2020, we experienced little impact on the procedure volume inKorea andJapan in the second quarter of 2020. While procedures in certain markets have improved from levels experienced early in the second quarter, it is possible that a recurrence of COVID-19 similar to the one occurring in theU.S. will continue to negatively impactda Vinci procedures through the remainder of 2020. Moreover, we do not expect all markets to recover at the same pace, and some markets may experience a resurgence in infection rates. Due to the uncertainty of the recovery, including the significant increase in COVID-19 infections in theU.S. and the potential for COVID-19 infections to increase in other markets coupled with additional policy responses outlined by governments and other authorities, we cannot reliably estimate the impact to procedure volume in the third quarter of 2020 and beyond. 27 -------------------------------------------------------------------------------- Table of Contents System Demand Most of the sales cycle for approximately half of the system placements in the first quarter of 2020 were completed in the fourth quarter of 2019. As we progressed through the first and second quarters of 2020 and the impact of the COVID-19 pandemic progressed, customers deferred decisions to purchase or lease systems into future quarters and, in some cases, indefinitely. In addition, the decline in procedures and, in turn, the reduced utilization of our systems resulted in unused capacity in the existing installed base. We expect hospitals to first fill their capacity before purchasing additional systems. The depth and extent to which the COVID-19 pandemic will impact individual markets will vary based on the availability of testing capabilities, personal protective equipment, intensive care units and operating rooms, and medical staff as well as government interventions. As COVID-19 continues to disrupt healthcare operations and patient flow, we would expect that system placements will lag behind the recovery ofda Vinci procedure volume. While we cannot reliably estimate the extent or period of time over which the COVID-19 pandemic and the resultant economic recession will impact hospital spending, we anticipate lower year-over-year system placements for the remainder of 2020. Customer Relief Program In April, we announced a program to provide financial relief to our customers. The program is comprised of three main elements. The first element provides credits against service fees otherwise due in the six-month period fromApril 1 through September 30 that generally reflects the under-utilization of the system during that period. Those credits were offered to most customers worldwide. The second element deferred certain lease payments, and the third element extended certain payment terms for accounts receivable. Service fee credits resulted in an approximately$59 million decrease in service revenue in the second quarter of 2020. The extent to which credits will be issued for the third quarter of 2020 is dependent on the spread and resurgence of COVID-19 and the impact that it has onda Vinci surgeries. Given the second quarterda Vinci procedures rates coupled with theU.S. resurgence, we estimate credits issued for the third quarter of 2020 to be in the range of$20 to$50 million . While the short-term payment relief offered did not have a material impact to the results of operations, we deferred$10 million of lease billings and extended payment terms associated with$65 million of trade receivables since the start of the program, of which$37 million would otherwise have been due in the second quarter of 2020. Service revenue in the third quarter of 2020 could be reduced further if COVID-19 infections increase and, correspondingly,da Vinci procedures decline. We may also be subject to increased credit risks resulting in collection delinquencies and defaults, which could materially impact our bad debt write-offs and provisions for credit losses. 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 and extended payment terms. General Increase in Risks Capital markets and worldwide economies have been significantly impacted by the COVID-19 pandemic, and it is possible that it could cause a prolonged recession in local and/or global economies. Such economic recession could have a material adverse effect on our long-term business as hospitals curtail and reduce capital and overall spending. The COVID-19 pandemic and local actions, such as "shelter-in-place" orders and restrictions on our ability to travel and access our customers or temporary closures of our facilities or the facilities of our suppliers and their contract manufacturers, could further significantly impact our sales and our ability to ship our products and supply our customers. Any of these events could negatively impact the number ofda Vinci procedures performed or the number of system placements and have a material adverse effect on our business, financial condition, results of operations, or cash flows. Our Response We set our priorities and actions during the COVID-19 pandemic within the context of the phased framework described in theAmerican Enterprise Institute's paper entitled "National coronavirus response - a road map to reopening." In Phases 1 and 2, which are the 'Slow the Spread' and 'State-by-State Reopening' phases of coronavirus response, our priorities are as follows. First, we are focused on the health and safety of all those we serve - our customers, our communities, our employees, and our suppliers - implementing early and continuous updates to our health and safety policies and processes. Second, we are supporting our customers according to their priorities - clinical, operational, and economic. Third, we are focused on continuity of supply by working with our suppliers and our distributors. Fourth, we are securing our workforce economically. We have built a valuable team over the years, and we believe they will be important in the recovery that follows the pandemic. Fifth, in partnership with ourIntuitive Foundation , we are contributing material, product, and volunteers to the front lines of COVID-19 support - we have designed, produced, and delivered personal protective equipment to local hospitals, and our employees have volunteered in several communities. Finally, we are eliminating avoidable spend during Phases 1 and 2 of the COVID-19 pandemic. 28 -------------------------------------------------------------------------------- Table of Contents Business Model Overview We generate revenue from the placements of da Vinci Surgical Systems, in sales or sales-type lease arrangements where revenue is recognized up-front or in operating lease transactions and usage-based models where revenue is recognized over time. We earn recurring revenue from the sales of instruments, accessories, and services, as well as the revenue from operating leases. The da Vinci Surgical System generally sells for between$0.5 million and$2.5 million , depending upon 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$700 and$3,500 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. Further, we plan to launch our Extended Use Program (refer to further discussion immediately below), which will reduce the overall instruments and accessories revenue per procedure. We typically enter into service contracts at the time systems are sold or leased at an annual fee between$80,000 and$190,000 , depending upon the configuration of the underlying system and composition of the services offered under the contract. These service contracts have generally been renewed at the end of the initial contractual service periods. We generate revenue from the placements of the Ion endoluminal system in a business model consistent with the da Vinci Surgical System model described above. We generate revenue from the placements of the Ion system, and we earn recurring revenue from the sales of instruments and accessories used in biopsies and ongoing system service. Ion systems are presented separately from our da Vinci Surgical Systems installed base. We are introducing the Ion system in theU.S. in a measured fashion. For the three and six months endedJune 30, 2020 , Ion's contribution to revenue and gross margin was not significant. Extended Use Program InJuly 2020 , we introduced our "Extended Use Program." Beginning in the fourth quarter of 2020, we plan to introduce select Xi/X instruments possessing 12 to 18 uses compared to the current 10 use instruments. The Extended Use Program instruments represent some of our higher volume instruments but exclude stapling, monopolar, and advanced energy instruments. Instruments included in the program are used across a number ofda Vinci surgeries. Their increased uses are the result of continuous, significant investments in the design and production capabilities of our instruments, resulting in improved quality and durability. In addition, in the fourth quarter of 2020, we will lower the price of certain other instruments that are most commonly used in lower acuity procedures. These actions will reduce the cost for customers to treat patients, which in turn will reduce our revenue per procedure. Based on 2019 volume and mix of procedures, our Extended Use Program and the reduced pricing on certain other instruments would have reduced 2019 annual instruments and accessories revenue by approximately$150 to$170 million . The impact of these actions on future revenue will be dependent on the future volume and mix of procedures and whether cost elasticity will enable greater penetration into available markets. Recurring Revenue Recurring revenue consists of instruments and accessories revenue, service revenue, and operating lease revenue. Recurring revenue increased to$3.2 billion , or 72% of total revenue in 2019, compared with$2.6 billion , or 71% of total revenue in 2018, and$2.2 billion , or 71% of total revenue in 2017. Instruments and accessories revenue has grown at a faster rate than systems revenue over time. Instruments and accessories revenue increased to$2.4 billion in 2019, compared with$2.0 billion in 2018 and$1.6 billion in 2017. The growth of instruments and accessories revenue largely reflects continued procedure adoption. Service revenue increased to$724 million in 2019, compared with$635 million in 2018 and$573 million in 2017. Service revenue growth has been driven by the growth of the installed base of da Vinci Surgical Systems. The installed base of da Vinci Surgical Systems grew 12% to approximately 5,582 atDecember 31, 2019 ; 13% to approximately 4,986 atDecember 31, 2018 ; and 13% to approximately 4,409 atDecember 31, 2017 . We use the installed base and number of shipments of da Vinci Surgical 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 and number of shipments of da Vinci Surgical Systems provide meaningful supplemental information regarding our performance, as management believes that the installed base and number of shipments of da Vinci Surgical Systems are an indicator of the rate of adoption of robotic-assisted surgery as well as an indicator of future recurring revenue (particularly service revenue). Management believes that both it and investors benefit from referring to the installed base and number of shipments of da Vinci Surgical Systems in assessing our performance and when planning, forecasting, and analyzing future periods. The installed base and number of shipments of da Vinci Surgical Systems also facilitate management's internal comparisons of our historical performance. We believe that the installed base and number of shipments of da Vinci Surgical Systems 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 29 -------------------------------------------------------------------------------- Table of Contents the performance of our business. The vast majority of da Vinci Surgical Systems installed 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 and number of shipments ofda Vinci Surgical 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 and number of shipments of da Vinci Surgical Systems and our revenues may fluctuate from period to period, and growth in the installed base and in the number of shipments of da Vinci Surgical Systems may not correspond to an increase in revenue. The installed base and number of shipments of da Vinci Surgical 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 GAAP. The COVID-19 pandemic reduced the number of shipments of da Vinci Surgical Systems in the second quarter of 2020 as compared to the prior year. Based on the factors outlined in the COVID-19 Pandemic section above, historical system shipment trends may not be a good indicator of future system shipments.Intuitive System Leasing Since 2013, we have entered into sales-type and 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 surgery programs while leveraging our balance sheet. These leases generally have commercially competitive terms as compared with other third-party entities that offer equipment leasing. We have also entered into usage-based arrangements with larger customers that have committedda Vinci programs where we charge for the system and service as the systems are utilized. We include operating and sales-type leases, and systems placed under usage-based arrangements, in our system shipment and installed base disclosures. We exclude operating lease-related revenue, usage-based revenue, and Ion system revenue from our da Vinci Surgical System average selling price ("ASP") computations. In the years endedDecember 31, 2019 , 2018, and 2017, we shipped 425, 272, and 139 systems, respectively, under lease and usage-based arrangements, of which 384, 229, and 108 systems, respectively, were operating lease and usage-based arrangements. Revenue from operating lease arrangements is generally recognized on a straight-line basis over the lease term. For usage-based arrangements, systems revenue and service revenue are recognized as the systems are used. We set operating lease and usage-based pricing at a modest premium relative to purchased systems reflecting the time value of money and, in the case of usage-based arrangements, the risk that system utilization may fall short of anticipated levels. The proportion of revenue recognized from usage-based arrangements has not been significant and is included in our operating lease metrics herein. Operating lease revenue has grown at a faster rate than overall systems revenue and was$106.9 million ,$51.4 million ,$25.9 million for the years endedDecember 31, 2019 , 2018, and 2017, respectively. Generally, lease transactions generate similar gross margins as our sale transactions. Our system leasing and usage-based models provide customers with flexibility regarding how they acquire or obtain access to our systems. We believe that these alternative financing structures have been effective and well-received, and we are willing to expand the proportion of these structures based on customer demand. As revenue for operating leases and usage-based arrangements is recognized over time, total systems revenue growth is reduced in a period when the number of operating lease and usage-based placements increases as a proportion of total system placements. 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, including disruption associated with the current COVID-19 pandemic, or other customer-specific factors. In addition, as customers divert significant resources to the treatment of or the preparation to treat patients with the COVID-19 virus, we may be exposed to defaults under our lease financing arrangements. Moreover, usage-based arrangements generally contain no minimum payments; therefore, customers may exit such arrangements without paying a financial penalty to us. As a result of the COVID-19 pandemic, we anticipate that some customers will exit such arrangements or seek to amend the terms of our operating lease and usage-based arrangements with them. 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$92.8 million ,$48.8 million , and$39.5 million for the years endedDecember 31, 2019 , 2018, and 2017, respectively. We expect that revenue recognized from customer exercises of the buyout options will fluctuate based on the timing of when, and if, customers choose to exercise their buyout options. 30 -------------------------------------------------------------------------------- Table of Contents Systems Revenue System placements are driven by procedure growth in most markets. In geographies whereda Vinci procedure adoption is in an early stage, system sales will precede procedure growth. System placements also vary due to seasonality largely aligned with hospital budgeting cycles. We typically place a higher proportion of annual system placements in the fourth quarter and a lower proportion in the first quarter as customer budgets are reset. Systems revenue is also affected by the proportion of system placements under operating lease and usage-based arrangements, recurring operating lease and usage-based revenue, operating lease buyouts, product mix, ASPs, trade-in activities, and customer mix. System revenue grew 19% to$1,346 million in 2019; 21% to$1,127 million in 2018; and 16% to$928 million in 2017. Based on the factors outlined in the COVID-19 Pandemic section above, the ability to forecast future system shipments has been significantly disrupted and, therefore, we believe that historical system shipment trends may not be a good indicator of future system shipments. 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 surgery, gynecologic surgery, urologic surgery, cardiothoracic surgery, and head and neck surgery. 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 economic solutions across the spectrum of procedure complexity. Our fully featured da Vinci Xi Surgical System with advanced instruments, including the EndoWrist Vessel Sealer and EndoWrist Stapler products, and our Integrated Table Motion product targets the more complex procedure segment. Ourda Vinci X Surgical System is targeted towards price sensitive markets and procedures. Our da Vinci SP Surgical System complements the da Vinci Xi and X Surgical Systems by enabling surgeons to access narrow workspaces. Procedure Seasonality More than half ofda 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 theU.S. for these 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 theU.S. varies and is more pronounced around local holidays and vacation periods. As a result of the factors outlined in the COVID-19 Pandemic section above, including the recommendations of authorities to defer elective procedures, historical procedure patterns may be disrupted. Distribution Channels We provide our products through direct sales organizations in theU.S. ,Europe (excludingSpain ,Portugal ,Italy ,Greece , and most Eastern European countries),China ,Japan ,South Korea ,India , andTaiwan . In 2018, we began direct operations inIndia andTaiwan . InJanuary 2019 , our Intuitive-Fosun joint venture began direct sales forda Vinci products and services inChina . 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 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 theInternational Electrotechnical Commission , and composition standards, such as the Reduction of Hazardous Substances and the Waste Electrical and Electronic Equipment Directives. Failure to meet these standards could limit our ability to market our products in those regions that require compliance to 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. 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. 31 -------------------------------------------------------------------------------- Table of Contents Clearances and Approvals We have generally obtained the clearances required to market our products associated with our da Vinci Surgical Multiport Systems (Standard, S, Si, Xi, and X systems) for our targeted surgical specialties within theU.S. ,South Korea ,Japan , and the European markets in which we operate. Since 2018, we obtained regulatory clearances for the following products: •InNovember 2019 , we obtained FDA clearance for our SynchroSeal instrument and E-100 generator. InMarch 2020 , we received regulatory clearance inJapan to market both our SynchroSeal instrument and E-100 generator. •InJuly 2019 , we obtained FDA clearance for our SureForm 45 Curved-Tip stapler and SureForm 45 Gray reload, which round out our SureForm 45 portfolio. We have also received CE mark clearance for our SureForm 45 Curved-Tip stapler and SureForm 45 Gray reload. •InJune 2019 , we received CE mark clearance for our da Vinci Endoscope Plus for the da Vinci X/Xi Surgical Systems inEurope . Following the CE mark, inJuly 2019 , we obtained FDA clearance for our da Vinci Endoscope Plus. We have also received regulatory clearances inKorea andJapan to market ourda Vinci Endoscope Plus inDecember 2019 andMay 2020 , respectively. •InJune 2019 , we obtained FDA clearance for our da Vinci Handheld Camera. •InFebruary 2019 , we obtained FDA clearance for our Ion endoluminal system, our new flexible, robotic-assisted, catheter-based platform, designed to navigate through very small lung airways to reach peripheral nodules for biopsies. We are introducing the Ion endoluminal system in a measured fashion while we optimize training pathways and our supply chain and collect additional clinical data. We have placed 21 Ion systems for commercial use as ofJune 30, 2020 . •InFebruary 2019 , we obtained FDA clearance for our Iris augmented reality product. Iris is a service that delivers a 3D image of the patient anatomy (initially targeting kidneys) to aid surgeons in both pre- and intra-operative settings. We are in the early stages of an Iris pilot study in the field at a small group ofU.S. hospitals to gain initial product experience and insights. •InDecember 2018 , we received regulatory clearance for our da Vinci Xi Surgical System inChina . The Xi clearance does not include advanced energy or stapling products that attach to the Xi system. Separate clearances are required for each of these products byChina National Medical Products Administration ("NMPA"). •InOctober 2018 , theChina National Health Commission published on its official website the quota for major medical equipment to be imported and sold inChina through 2020. The government will allow the sale of 154 new surgical robots intoChina , which could include da Vinci Surgical Systems as well as surgical systems introduced by others. As ofJune 30, 2020 , we have sold 83 da Vinci Surgical Systems under this quota. Future 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. •InJuly 2018 , we obtained FDA clearance to market SureForm 60, ourda Vinci EndoWrist 60mm Stapler. InJanuary 2019 , we obtained FDA clearance to market SureForm 45. We have also received regulatory clearance inTaiwan ,South Korea , andJapan to market both SureForm 60 and SureForm 45. •InMay 2018 , we obtained FDA clearance for the da Vinci SP Surgical System for urologic surgical procedures that are appropriate for a single port approach. InMarch 2019 , we obtained FDA clearance for the da Vinci SP Surgical System for certain transoral procedures. We also received regulatory clearance for the da Vinci SP Surgical System inSouth Korea inMay 2018 . We continue to introduce the da Vinci SP Surgical System in a measured fashion while we optimize training pathways and our supply chain. We have an installed base of 52 da Vinci SP Surgical Systems as ofJune 30, 2020 . •InApril 2018 , we obtained FDA clearance for our da Vinci Vessel Sealer Extend. Refer to the descriptions of our products that received regulatory clearances in 2020, 2019, and 2018 in the New Product Introductions section below. 32 -------------------------------------------------------------------------------- Table of ContentsThe Japanese Ministry of Health , Labor, and Welfare ("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 data/economic data. InApril 2012 andApril 2016 , the MHLW granted reimbursement status for da Vinci Prostatectomy ("dVP") and partial nephrectomy, respectively. Most prostatectomies and partial nephrectomies were open procedures prior toda Vinci reimbursement.Da Vinci procedure reimbursement for dVP and partial nephrectomy procedures are higher than open and conventional laparoscopic procedure reimbursements. An additional 12 da Vinci procedures were granted reimbursement effectiveApril 1, 2018 , including gastrectomy, low anterior resection, lobectomy, and hysterectomy, for both malignant and benign conditions. An additional 7 da Vinci procedures were granted reimbursement effectiveApril 1, 2020 . These additional 19 reimbursed procedures have varying levels of conventional laparoscopic penetration and will be reimbursed at rates equal to the conventional laparoscopic procedures. Given the reimbursement level and laparoscopic penetration for these 19 procedures, there can be no assurance that the adoption pace for these procedures will be similar to dVP or partial nephrectomy, given their higher reimbursement, or any otherda Vinci procedure. 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, 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 surgery 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 ada Vinci procedure is greater than that of alternative treatment options, patients may benefit from seeking out surgeons and hospitals that offer da Vinci Surgery, which could potentially result in a local market share shift. Adoption ofda Vinci procedures occurs procedure by procedure and market by market and is driven by the relative patient value and total treatment costs ofda Vinci procedures as compared to alternative treatment options for the same disease state or condition. We use the number and type ofda Vinci 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 ofda Vinci procedures provide meaningful supplemental information regarding our performance, as management believes procedure volume is an indicator of the rate of adoption of robotic-assisted surgery as well as an indicator of future revenue (including revenue from usage-based arrangements). Management believes that both it and investors benefit from referring to the number and type ofda Vinci procedures in assessing our performance and when planning, forecasting, and analyzing future periods. The number and type ofda Vinci procedures also facilitate management's internal comparisons of our historical performance. We believe that the number and type ofda Vinci 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 da Vinci Surgical Systems installed 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 systems installed for determining the number and type ofda Vinci 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 ofda Vinci 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 number and type ofda Vinci procedures and our revenues may fluctuate from period to period, andda Vinci procedure volume growth may not correspond to an increase in 33 -------------------------------------------------------------------------------- Table of Contents revenue. The number and type ofda Vinci 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. The COVID-19 pandemic reduced the number ofda Vinci procedures performed by our customers in the first and second quarters of 2020 as compared to our expectations. Based on the factors outlined in the COVID-19 Pandemic section above, the ability to forecast future procedures based on historical procedure patterns has been disrupted. Therefore, we believe that historical procedure trends may not be a good indicator of future procedure volumes. Worldwide Procedures Ourda Vinci systems and instruments are regulated independently in various countries and regions of the world. The discussion of indications for use and representative or target procedures is intended solely to provide an understanding of the market forda Vinci products and is not intended to promote the sale or use of any Intuitive product outside of its licensed or cleared labeling and indications for use. 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 as compared to non-da Vinci alternatives and to provide competitive total economics for healthcare providers. Our da Vinci Surgical Systems are used primarily in general surgery, gynecologic surgery, urologic surgery, cardiothoracic surgery, and head and neck surgery. Target procedures in general surgery include hernia repair (both ventral and inguinal) and colorectal procedures. Target procedures in gynecology includeda Vinci hysterectomy ("dVH"), for both cancer and benign conditions, and sacrocolpopexy. Target procedures in urology include dVP and partial nephrectomy. In cardiothoracic surgery, target procedures includeda Vinci lobectomy andda Vinci mitral valve repair. In head and neck surgery, target procedures include certain procedures resecting benign and malignant tumors classified as T1 and T2. Not all of the 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 2019, approximately 1,229,000 surgical procedures were performed with da Vinci Surgical Systems, compared with approximately 1,038,000 and 877,000 surgical procedures performed with da Vinci Surgical Systems in 2018 and 2017, respectively. The growth in our overall procedure volume in 2018 was driven by growth inU.S. general surgery procedures and worldwide urology procedures.U.S. Procedures OverallU.S. procedure volume with da Vinci Surgical Systems grew to approximately 883,000 in 2019, compared with approximately 753,000 in 2018 and approximately 644,000 in 2017. General surgery was our largest and fastest growingU.S. specialty in 2019 with procedure volume that grew to approximately 421,000 in 2019, compared with approximately 325,000 in 2018 and approximately 246,000 in 2017. Gynecology was our second largestU.S. surgical specialty in 2019 with procedure volume that grew to approximately 282,000 in 2019, compared with approximately 265,000 in 2018 and approximately 252,000 in 2017. Urology was our third largestU.S. surgical specialty in 2019 with procedure volume that grew to approximately 138,000 in 2019, compared with approximately 128,000 in 2018 and approximately 118,000 in 2017. Procedures Outside of theU.S. Overall OUS procedure volume with da Vinci Surgical Systems grew to approximately 346,000 in 2019, compared with approximately 285,000 in 2018 and approximately 233,000 in 2017. Procedure growth in most OUS markets was driven largely by urology procedure volume, which grew to approximately 206,000 in 2019, compared with approximately 175,000 in 2018 and approximately 149,000 in 2017. General surgery and gynecology procedures also contributed to OUS procedure growth. Recent Business Events and Trends Procedures Overall. Totalda Vinci procedures performed by our customers declined approximately 19% for the three months endedJune 30, 2020 , as compared with the same period in the prior year. Totalda Vinci procedures grew approximately 17% for the three months endedJune 30, 2019 . Totalda Vinci procedures performed by our customers declined approximately 5% for the six months endedJune 30, 2020 , as compared with the same period in the prior year. Totalda Vinci procedures grew approximately 17% for the six months endedJune 30, 2019 . The second quarter and year-to-date 2020 procedure decline reflects significant disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. While we saw procedure declines in all categories during the second quarter of 2020, urology and thoracic procedures were impacted to a lesser degree, while gynecology experienced the greatest decline. The rates of recovery from their lows by procedure type were more uniform. 34 -------------------------------------------------------------------------------- Table of ContentsU.S. Procedures.U.S. da Vinci procedures declined approximately 24% for the three months endedJune 30, 2020 , as compared with the same period in the prior year.U.S. da Vinci procedures grew approximately 16% for the three months endedJune 30, 2019 .U.S. da Vinci procedures declined approximately 8% for the six months endedJune 30, 2020 , as compared with the same period in the prior year.U.S. da Vinci procedures grew approximately 16% for the six months endedJune 30, 2019 . The second quarter and year-to-date 2020 U.S. procedure decline reflects significant disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. While cancer procedures saw a more modest decline and recovery, benign procedures saw a more pronounced decline but have since recovered consistent with cancer procedures. We expect that benign procedures will continue to be more volatile, particularly if elective procedures continue to be deferred in certain states. OUS Procedures. OUS da Vinci procedures declined approximately 7% for the three months endedJune 30, 2020 , as compared with the same period in the prior year. OUS da Vinci procedures grew approximately 20% for the three months endedJune 30, 2019 . OUS da Vinci procedures grew approximately 2% for the six months endedJune 30, 2020 , compared with approximately 21% for the six months endedJune 30, 2019 . The second quarter and year-to-date 2020 OUS procedure growth reflects significant procedure disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. The disruption was most pronounced in theUK ,Italy , andFrance . Due to the COVID-19 outbreak inChina during the first quarter of 2020, as noted in the COVID-19 Pandemic section above, the procedure volume decreased by 23% as compared to the first quarter of 2019. However, during the second quarter of 2020, the procedure volume increased by 21% as compared to the second quarter of 2019. During the first and second quarters of 2020, the impact of the COVID-19 pandemic on procedure volume inJapan was limited. InGermany ,Italy , andFrance , we have seen a similar decline and recovery as has been experienced in theU.S. Overall, we have not seen a significant change in the mix ofda Vinci procedures performed during the three and six months endedJune 30, 2020 as compared with the same period in the prior year. System Demand Future demand for da Vinci Surgical Systems will be impacted by a number of factors: economic and geopolitical factors; the impact of the current COVID-19 pandemic, as noted in the COVID-19 Pandemic section above; hospital response to the evolving healthcare environment under the currentU.S. administration; procedure growth rates; hospital consolidation trends; evolving system utilization and point of care dynamics; capital replacement trends; additional reimbursements in various global markets, includingJapan : the timing around governmental tenders and authorizations, includingChina ; the timing of when we receive regulatory clearance in our other OUS markets for ourda Vinci Xi Surgical System, da Vinci X Surgical System, and da Vinci SP Surgical System, and related instruments; and market response. Market acceptance of our recently launched da Vinci SP Surgical System and the nature and timing of additional da Vinci SP regulatory indications may also impact future system placements. Demand may also be impacted by robotic-assisted surgery competition, including from companies that have introduced products in the field of robotic-assisted surgery or have made explicit statements about their efforts to enter the field including, but not limited to,Avatera Medical GmbH ;CMR Surgical Limited ; Johnson & Johnson (including their wholly owned subsidiariesAuris Health, Inc. andVerb Surgical Inc. );Medicaroid Inc. ;MedRobotics Corp. ; Medtronic plc; meerecompany Inc.; Olympus Corp.;Samsung Corporation ;Smart Robot Technology Group Co. Ltd. ; Titan Medical, Inc.; TransEnterix, Inc.; andWego Holding Co., Ltd. Many of the above factors will also impact future demand for our recently cleared Ion 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. New Product Introductions SynchroSeal and E-100 Generator. InNovember 2019 , we obtained FDA clearance for our SynchroSeal instrument and E-100 generator. InMarch 2020 , we received regulatory clearance inJapan to market both our SynchroSeal instrument and E-100 generator. SynchroSeal is a single-use, bipolar, electrosurgical instrument intended for grasping, dissection, sealing, and transection of tissue. With its wristed articulation, rapid sealing cycle, and refined curved jaw, SynchroSeal offers enhanced versatility to the da Vinci Energy portfolio. The E-100 generator is an electrosurgical generator developed to power two key instruments - Vessel Sealer Extend and SynchroSeal - on the da Vinci X and Xi Surgical Systems. The generator delivers high frequency energy for cutting, coagulation, and vessel sealing of tissues. SureForm 45 Curved-Tip and Gray Reload. InJuly 2019 , we obtained FDA clearance for the SureForm 45 Curved-Tip stapler and SureForm 45 Gray reload. We have also received CE mark clearance for our SureForm 45 Curved-Tip stapler and SureForm 45 Gray reload. SureForm 45 Curved-Tip is a single-use, fully wristed stapling instrument with a curved tip intended for resection, transection, and/or creation of anastomoses. SureForm 45 Gray reload is a new, single-use cartridge that contains 35 -------------------------------------------------------------------------------- Table of Contents multiple staggered rows of implantable staples and a stainless steel knife. The SureForm 45 Curved-Tip stapler and Gray reload have particular utility in thoracic procedures and round out our SureForm 45 portfolio. Not all reloads or staplers are available for use on all systems or in all countries. Da Vinci Endoscope Plus. InJune 2019 , we received CE mark clearance inEurope for our da Vinci Endoscope Plus, an enhanced 3D endoscope for use with ourda Vinci X and Xi Surgical Systems. Following the CE mark, inJuly 2019 , we obtained FDA clearance for our da Vinci Endoscope Plus. We have also received regulatory clearances inKorea andJapan to market our da Vinci Endoscope Plus inDecember 2019 andMay 2020 , respectively. The da Vinci Endoscope Plus leverages new sensor technology to allow for increased sharpness and color accuracy. Da Vinci Handheld Camera. InJune 2019 , we obtained FDA clearance for our da Vinci Handheld Camera, a lightweight, 2D camera head, which can be connected to third-party laparoscopes. This allows the laparoscopic image to be displayed on the da Vinci X/Xi vision cart to address aspects ofda Vinci procedures that may require use of a laparoscope, thus eliminating the need for redundant equipment in the operating room and increasing procedure efficiency. We broadly launched the da Vinci Handheld Camera in our European direct markets as well as in theU.S. inMay 2020 andJune 2020 , respectively. Ion endoluminal system. InFebruary 2019 , we obtained FDA clearance for the Ion endoluminal system, our new flexible, robotic-assisted, catheter-based platform designed to navigate through very small lung airways to reach peripheral nodules for biopsies. The Ion system uses an ultra-thin articulating robotic catheter that can articulate 180 degrees in all directions. The outer diameter of the catheter is 3.5mm, which allows physicians to navigate through small and tortuous airways to reach nodules in most airway segments within the lung. The Ion system's flexible biopsy needle can also pass through very tight bends via Ion's catheter to collect tissue in the peripheral lung. The catheter's 2mm working channel can also accommodate other biopsy tools, such as biopsy forceps or cytology brushes, if necessary. We are introducing Ion in a measured fashion while we optimize training pathways and our supply chain and collect additional clinical data. We have placed 21 Ion systems for commercial use as ofJune 30, 2020 . Iris. InFebruary 2019 , we obtained FDA clearance for our Iris augmented reality product. Iris is a service that delivers a 3D image of the patient anatomy (initially targeting kidneys) to aid surgeons in both the pre- and intra-operative settings. We are now in the early stages of an Iris pilot study in the field at a small group ofU.S. hospitals to gain initial product experience and insights. SureForm 60 and SureForm 45 Staplers. InJuly 2018 , we obtained FDA clearance for the SureForm 60 instrument with White, Blue, Green, and Black 60mm reloads. InJanuary 2019 , we obtained FDA clearance for the SureForm 45 instrument with White, Blue, Green, and Black 45mm reloads. Additionally, we received regulatory clearance inSouth Korea for the SureForm 60 instrument and 60mm reloads inJune 2018 andJuly 2018 , respectively, and for the SureForm 45 instrument and 45mm reloads inJune 2019 andSeptember 2019 , respectively. Also, we received regulatory clearance inJapan for the SureForm 60 instrument and 60mm reloads inJune 2018 andNovember 2018 , respectively, and for the SureForm 45 instrument and 45mm reloads inSeptember 2019 . The SureForm 60 and SureForm 45 Staplers are single-use, fully wristed stapling instruments intended for resection, transection, and/or creation of anastomoses. The SureForm 60 instrument has particular utility in bariatric procedures, while the SureForm 45 instrument has particular utility in colorectal procedures. The SureForm 60 and SureForm 45 Staplers broaden our existing stapler product line, which also includes EndoWrist Stapler 45 with White, Blue, and Green, 45mm reloads and EndoWrist Stapler 30 with White, Blue, Green, and Gray 30mm reloads. Not all reloads or staplers are available for use on all systems or in all countries. Da Vinci SP Surgical System. InMay 2018 , we obtained FDA clearance for the da Vinci SP Surgical System for urologic surgical procedures that are appropriate for a single port approach. InMarch 2019 , we obtained FDA clearance for the da Vinci SP Surgical System for certain transoral procedures. The da Vinci SP Surgical System includes three, multi-jointed, wristed instruments and the firstda 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. The system enables flexible port placement and broad internal and external range of motion (e.g., 360 degrees of anatomical access) through the single SP arm. Surgeons control the fully articulating instruments and the camera on the da Vinci SP system, which uses the same fourth generation surgeon console as the da Vinci X and Xi systems. The da Vinci SP Surgical System provides surgeons with robotic-assisted technology designed for deep and narrow access to tissue in the body. We anticipate pursuing further regulatory clearances for the da Vinci SP Surgical System, including colorectal applications, broadening the applicability of the SP platform over time. We continue to introduce the da Vinci SP Surgical System in a measured fashion while we optimize training pathways and our supply chain. We have an installed base of 52 da Vinci SP Surgical Systems as ofJune 30, 2020 . Da Vinci Vessel Sealer Extend. InApril 2018 , we obtained FDA clearance for da Vinci Vessel Sealer Extend, our newest instrument in the Vessel Sealing family of products. Da Vinci Vessel Sealer Extend is a single-use, fully wristed bipolar electrosurgical instrument compatible with our fourth generation multiport systems. It is intended for grasping and blunt 36 -------------------------------------------------------------------------------- Table of Contents dissection of tissue and for bipolar coagulation and mechanical transection of vessels up to 7mm in diameter and tissue bundles that fit in the jaws of the instrument. Acquisition of Orpheus Medical InFebruary 2020 , we acquiredOrpheus Medical Ltd. and its wholly owned subsidiaries to deepen and expand our integrated informatics platform. Orpheus Medical provides hospitals with information technology connectivity, as well as expertise in processing and archiving surgical videos. Orpheus Medical will be a wholly owned subsidiary of Intuitive. Second Quarter 2020 Operational and Financial Highlights •Total revenue decreased by 22% to$852 million for the three months endedJune 30, 2020 , compared with$1,099 million for the three months endedJune 30, 2019 . •The service fee credits within the Customer Relief Program resulted in a$59 million decrease in service revenue for the three months endedJune 30, 2020 . •Approximately 243,000da Vinci procedures were performed during the three months endedJune 30, 2020 , a decrease of 19% compared with approximately 301,000 for the three months endedJune 30, 2019 . •We continued to experience a decline inda Vinci procedures inApril 2020 due to the COVID-19 pandemic, reaching approximately 30% of pre-COVID-19 levels in theU.S. In May and June,U.S. procedures began a recovery phase and, by the middle of June, grew to nearly the same level as that measured in the first two weeks of the first quarter of 2020. However, in the last two weeks of June and into July, we have experienced another decline inda Vinci procedures. The impact of COVID-19 inEurope during the second quarter varied by country with procedures inItaly ,France , and theUK declining more steeply. Procedure volume inJapan ,China ,Korea , andGermany grew as compared to the second quarter of 2019. •Instruments and accessories revenue decreased by 20% to$461 million for the three months endedJune 30, 2020 , compared with$579 million for the three months endedJune 30, 2019 . •Systems revenue decreased by 24% to$261 million for the three months endedJune 30, 2020 , compared with$344 million during the three months endedJune 30, 2019 . •A total of 178 da Vinci Surgical Systems were shipped during the three months endedJune 30, 2020 , a decrease of 35% compared with 273 systems during the three months endedJune 30, 2019 . •As ofJune 30, 2020 , we had a da Vinci Surgical System installed base of approximately 5,764 systems, an increase of approximately 9% compared with the installed base of approximately 5,270 systems as ofJune 30, 2019 . •During the three months endedJune 30, 2020 , we placed 3 Ion systems for commercial use. •Gross profit as a percentage of revenue was 59.0% for the three months endedJune 30, 2020 , compared with 69.1% for the three months endedJune 30, 2019 . •Operating income decreased by 78% to$80.6 million for the three months endedJune 30, 2020 , compared with$359.0 million during the three months endedJune 30, 2019 . Operating income included$96.4 million and$82.0 million of share-based compensation expense related to employee stock plans and$14.6 million and$10.6 million of intangible asset-related charges for the three months endedJune 30, 2020 , and 2019, respectively. •Income tax expense decreased by 51% to$37.0 million for the three months endedJune 30, 2020 , compared with$75.4 million during the three months endedJune 30, 2019 . Income tax expense included$36.8 million of discrete charges arising from the conclusion of a tax case between an independent third party and theIRS related to charging foreign subsidiaries for share-based compensation. •As ofJune 30, 2020 , we had$6.1 billion in cash, cash equivalents, and investments. Cash, cash equivalents, and investments increased by$220 million , compared withDecember 31, 2019 , primarily as a result of cash generated from operating activities, partially offset by capital expenditures. 37 -------------------------------------------------------------------------------- Table of Contents Results of Operations The following table sets forth, for the periods indicated, certain unaudited Condensed Consolidated Statements of Income information (in millions, except percentages): Three Months EndedJune 30 , Six Months EndedJune 30 , % of total % of total % of total % of total 2020 revenue 2019 revenue 2020 revenue 2019 revenue Revenue: Product$ 721.8 85 %$ 922.3 84 %$ 1,622.6 83 %$ 1,722.1 83 % Service 130.3 15 % 176.6 16 % 329.0 17 % 350.5 17 % Total revenue 852.1 100 % 1,098.9 100 % 1,951.6 100 % 2,072.6 100 % Cost of revenue: Product 283.8 33 % 283.4 26 % 580.5 30 % 529.8 25 % Service 65.4 8 % 56.5 5 % 130.0 7 % 114.2 6 % Total cost of revenue 349.2 41 % 339.9 31 % 710.5 37 % 644.0 31 % Product gross profit 438.0 52 % 638.9 58 % 1,042.1 53 % 1,192.3 58 % Service gross profit 64.9 7 % 120.1 11 % 199.0 10 % 236.3 11 % Gross profit 502.9 59 % 759.0 69 % 1,241.1 63 % 1,428.6 69 % Operating expenses: Selling, general and administrative 279.1 33 % 279.2 25 % 587.2 30 % 552.6 27 % Research and development 143.2 17 % 120.8 11 % 290.3 15 % 264.8 13 % Total operating expenses 422.3 50 % 400.0 36 % 877.5 45 % 817.4 40 % Income from operations 80.6 9 % 359.0 33 % 363.6 18 % 611.2 29 % Interest and other income, net 26.6 3 % 32.8 3 % 51.7 3 % 60.3 3 % Income before taxes 107.2 12 % 391.8 36 % 415.3 21 % 671.5 32 % Income tax expense 37.0 4 % 75.4 7 % 28.9 1 % 51.1 2 % Net income 70.2 8 % 316.4 29 % 386.4 20 % 620.4 30 % Less: net income (loss) attributable to noncontrolling interest in joint venture 2.2 - % (1.9) - % 4.9 - % (4.4) - % Net income attributable toIntuitive Surgical, Inc. $ 68.0 8 %$ 318.3 29 %$ 381.5 20 %$ 624.8 30 % Total Revenue Total revenue decreased by 22% to$852 million for the three months endedJune 30, 2020 , compared with$1,099 million for the three months endedJune 30, 2019 , resulting from 20% lower instruments and accessories revenue, driven by approximately 19% lower procedure volume, 24% lower systems revenue, and 26% lower service revenue. Total revenue decreased by 6% to$2.0 billion for the six months endedJune 30, 2020 , compared with$2.1 billion for the six months endedJune 30, 2019 , resulting from 5% lower instruments and accessories revenue, driven by approximately 5% lower procedure volume, 8% lower systems revenue, and 6% lower service revenue. The service fee credits provided to customers as part of our Customer Relief Program resulted in a$59 million decrease in service revenue for the three months endedJune 30, 2020 . Revenue denominated in foreign currencies as a percentage of total revenue was approximately 26% and 23% for the three and six months endedJune 30, 2020 , respectively, and 17% and 18% for the three and six months endedJune 30, 2019 , respectively. We generally sell our products and services in local currencies where we have direct distribution channels. Foreign currency rate fluctuations did not have a material impact on total revenue for the three and six months endedJune 30, 2020 , as compared with the three and six months endedJune 30, 2019 . 38 -------------------------------------------------------------------------------- Table of Contents Revenue generated in theU.S. accounted for 63% and 67% of total revenue for the three and six months endedJune 30, 2020 , respectively, and 71% for both the three and six months endedJune 30, 2019 . We believe thatU.S. revenue has accounted for the large majority of total revenue due toU.S. patients' ability to choose their provider and method of treatment, reimbursement structures supportive of innovation and MIS, and our initial investments focused onU.S. infrastructure. We have been investing in our business in the OUS markets, and our OUS procedures have grown faster in proportion toU.S. procedures. We expect that our OUS procedures and revenue will make up a greater portion of our business in the long term. However, the current increase in OUS revenue as a percentage of total revenue is a result of the COVID-19 pandemic and is reflective thatU.S. procedures and revenue were more impacted than OUS procedures and revenue. As the COVID-19 pandemic is expected to continue to cause a strain on hospital resources, as outlined in the COVID-19 Pandemic section above, including recommended deferrals of elective procedures by various authorities and policy makers, we cannot reliably estimate the extent procedures and system placements will be impacted in the third quarter of 2020 and beyond. The following table summarizes our revenue and system unit shipments for the three and six months endedJune 30, 2020 , and 2019, respectively (in millions, except percentages and unit shipments): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue Instruments and accessories$ 460.8 $ 578.5 $ 1,078.3 $ 1,130.8 Systems 261.0 343.8 544.3 591.3 Total product revenue 721.8 922.3 1,622.6 1,722.1 Services 130.3 176.6 329.0 350.5 Total revenue$ 852.1 $ 1,098.9 $ 1,951.6 $ 2,072.6 United States$ 535.4 $ 785.3 $ 1,317.0 $ 1,476.9 OUS 316.7 313.6 634.6 595.7 Total revenue$ 852.1 $ 1,098.9 $ 1,951.6 $ 2,072.6 % of Revenue - U.S. 63 % 71 % 67 % 71 % % of Revenue - OUS 37 % 29 % 33 % 29 % Instruments and accessories$ 460.8 $ 578.5 $ 1,078.3 $ 1,130.8 Services 130.3 176.6 329.0 350.5 Operating lease revenue 42.2 25.1 81.3 45.5 Total recurring revenue$ 633.3 $ 780.2 $ 1,488.6 $ 1,526.8 % of Total revenue 74 % 71 % 76 % 74 % Da Vinci Surgical Systems Shipments by Region: U.S. unit shipments 106 193 288 347 OUS unit shipments 72 80 127 161 Total unit shipments* 178 273 415 508 *Systems shipped under operating leases (included in total unit shipments) 52 88 129 166 Ion Systems Shipments 3 - 11 - Da Vinci Surgical Systems Shipments involving System Trade-ins: Unit shipments involving trade-ins 72 103 208 188 Unit shipments not involving trade-ins 106 170 207 320 39
-------------------------------------------------------------------------------- Table of Contents Product Revenue Three months endedJune 30, 2020 Product revenue decreased by 22% to$722 million for the three months endedJune 30, 2020 , compared with$922 million for the three months endedJune 30, 2019 . Instruments and accessories revenue decreased by 20% to$461 million for the three months endedJune 30, 2020 , compared with$579 million for the three months endedJune 30, 2019 . The decrease in instruments and accessories revenue was driven primarily by a decline in procedures of approximately 19%. The second quarter 2020 U.S. procedure volumes declined by approximately 24% primarily as a result of the significant disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. The second quarter 2020 OUS procedure volumes declined by approximately 7%, also driven by the significant disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. Geographically, the second quarter 2020 OUS procedure decline was driven by theUK ,France , andItaly as well as various other smaller countries, while we saw procedure expansion inJapan ,China ,Korea , andGermany . Systems revenue decreased by 24% to$261 million for the three months endedJune 30, 2020 , compared with$344 million for the three months endedJune 30, 2019 . The lower second quarter 2020 systems revenue was primarily driven by fewer system shipments and lower lease buyouts, partially offset by higher second quarter 2020 ASPs and higher operating lease revenue. During the second quarter of 2020, a total of 178 da Vinci Surgical Systems were shipped compared with 273 systems during the second quarter of 2019. By geography, 106 systems were shipped into theU.S. , 18 intoEurope , 48 intoAsia , and 6 into other markets during the second quarter of 2020, compared with 193 systems shipped into theU.S. , 30 intoEurope , 40 intoAsia , and 10 into other markets during the second quarter of 2019. The decrease in systems shipments was primarily driven by decisions by customers to defer purchases or leases of systems into future quarters and, in some cases, indefinitely as a result of the COVID-19 pandemic as well as the decline in procedures, which lead to excess capacity at certain hospitals. We shipped 61 and 99 da Vinci Surgical Systems under lease arrangements, of which 52 and 88 systems were classified as operating leases for the three months endedJune 30, 2020 , and 2019, respectively. Operating lease revenue was$42.2 million for the three months endedJune 30, 2020 , compared with$25.1 million for the three months endedJune 30, 2019 . Systems placed as operating leases represented 29% of total shipments during the second quarter of 2020, compared with 32% during the second quarter of 2019. A total of 758 da Vinci Surgical Systems were installed at customers under operating lease or usage-based arrangements as ofJune 30, 2020 , compared with 486 as ofJune 30, 2019 . Revenue from Lease Buyouts was$9.4 million for the three months endedJune 30, 2020 , compared with$27.2 million for the three months endedJune 30, 2019 . We expect revenue from Lease Buyouts to fluctuate period to period depending on the timing of when, and if, customers choose to exercise the buyout options embedded in their leases. The da Vinci Surgical System ASP, excluding the impact of systems shipped under operating lease or usage-based arrangements and Ion systems, was approximately$1.65 million for the three months endedJune 30, 2020 , compared with approximately$1.54 million for the three months endedJune 30, 2019 . The higher second quarter 2020 ASP was largely driven by favorable geographic and product mix, partially offset by higher relative trade-in volume. ASP fluctuates from period to period based on geographic and product mix, product pricing, systems shipped involving trade-ins, and changes in foreign exchange rates. Six months endedJune 30, 2020 Product revenue decreased by 6% to$1.6 billion for the six months endedJune 30, 2020 , compared with$1.7 billion for the six months endedJune 30, 2019 . Instruments and accessories revenue decreased by 5% to$1.08 billion for the six months endedJune 30, 2020 , compared with$1.13 billion for the six months endedJune 30, 2019 . The decrease in instruments and accessories revenue was driven primarily by a decline in procedures of approximately 5%. The year-to-date 2020U.S. procedure volumes declined by approximately 8% primarily as a result of the significant disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. The year-to-date 2020 OUS procedure volumes increased by approximately 2%, also driven by the significant disruption caused by the COVID-19 pandemic, as noted in the COVID-19 Pandemic section above. Geographically, the year-to-date 2020 OUS procedure growth was driven by procedure expansion inJapan ,Korea ,Germany , andChina offset by declines in theUK ,France , andItaly as well as various other smaller countries. Systems revenue decreased by 8% to$544 million for the six months endedJune 30, 2020 , compared with$591 million for the six months endedJune 30, 2019 . The lower year-to-date 2020 systems revenue was primarily driven by fewer system shipments and lower lease buyouts, partially offset by higher 2020 ASPs and higher operating lease revenue. 40 -------------------------------------------------------------------------------- Table of Contents During the six months endedJune 30, 2020 , a total of 415 da Vinci Surgical Systems were shipped compared with 508 systems during the six months endedJune 30, 2019 . By geography, 288 systems were shipped into theU.S. , 43 intoEurope , 75 intoAsia , and 9 into other markets during the six months endedJune 30, 2020 , compared with 347 systems shipped into theU.S. , 79 intoEurope , 61 intoAsia , and 21 into other markets during the six months endedJune 30, 2019 . The decrease in systems shipments was primarily driven by decisions by customers to defer purchases or leases of systems into future quarters and, in some cases, indefinitely as a result of the COVID-19 pandemic as well as the decline in procedures, which lead to excess capacity at certain hospitals, partially offset by more customers trading in olderda Vinci models for fourth generationda Vinci Xi andda Vinci X systems and the need for certain hospitals to expand or establish capacity. We shipped 182 and 180 da Vinci Surgical Systems under lease arrangements, of which 129 and 166 systems were classified as operating leases for the six months endedJune 30, 2020 , and 2019, respectively. Operating lease revenue was$81.3 million for the six months endedJune 30, 2020 , compared with$45.5 million for the six months endedJune 30, 2019 . Systems placed as operating leases represented 31% of total shipments during the six months endedJune 30, 2020 , compared with 33% during the six months endedJune 30, 2019 . Revenue from Lease Buyouts was$21.6 million for the six months endedJune 30, 2020 , compared with$39.2 million for the six months endedJune 30, 2019 . We expect revenue from Lease Buyouts to fluctuate period to period depending on the timing of when, and if, customers choose to exercise the buyout options embedded in their leases. The da Vinci Surgical System ASP, excluding the impact of systems shipped under operating lease or usage-based arrangements and Ion systems, was approximately$1.53 million for the six months endedJune 30, 2020 , compared with approximately$1.43 million for the six months endedJune 30, 2019 . The higher year-to-date 2020 ASP was largely driven by favorable geographic and product mix, partially offset by higher trade-in volume. ASP fluctuates from period to period based on geographic and product mix, product pricing, systems shipped involving trade-ins, and changes in foreign exchange rates. Service Revenue Service revenue decreased by 26% to$130 million for the three months endedJune 30, 2020 , compared with$177 million for the three months endedJune 30, 2019 . The decrease in service revenue was primarily driven by the effects of the Customer Relief Program, which resulted in a$59 million decrease, partially offset by a larger installed base of da Vinci Surgical Systems producing service revenue. Service revenue decreased by 6% to$329 million for the six months endedJune 30, 2020 , compared with$351 million for the six months endedJune 30, 2019 . The decrease in service revenue was primarily driven by the effects of the Customer Relief Program, partially offset by a larger installed base ofda Vinci Surgical Systems producing service revenue. Gross Profit Product gross profit for the three months endedJune 30, 2020 , decreased 31% to$438 million , representing 60.7% of product revenue, compared with$639 million , representing 69.3% of product revenue, for the three months endedJune 30, 2019 . The lower product gross profit for the three months endedJune 30, 2020 , was primarily driven by lower product revenue and lower product gross profit margin. The lower product gross profit margin for the three months endedJune 30, 2020 , was primarily driven by higher excess and obsolete inventory costs related to transitioning to new technologies coupled with the decrease in demand for older technologies, period costs in the second quarter of 2020 associated with abnormally low production, and higher freight costs. These higher charges were primarily a result of the COVID-19 pandemic. Product gross profit for the six months endedJune 30, 2020 , decreased 13% to$1.0 billion , representing 64.2% of product revenue, compared with$1.2 billion , representing 69.2% of product revenue, for the six months endedJune 30, 2019 . The lower product gross profit for the six months endedJune 30, 2020 , was primarily driven by lower product revenue and lower product gross profit margin. The lower product gross profit margin for the six months endedJune 30, 2020 , was primarily driven by higher excess and obsolete inventory costs related to transitioning to new technologies coupled with the decrease in demand for older technologies, period costs in the second quarter of 2020 associated with abnormally low production, and higher freight costs. These higher charges were primarily a result of the COVID-19 pandemic. There were also increased costs associated withda Vinci Si product transitions and higher intangible assets amortization expense and share-based compensation expense. Product gross profit for the three and six months endedJune 30, 2020 , included share-based compensation expense of$14.2 million and$27.0 million , respectively, compared with$11.4 million and$22.4 million , for the three and six months endedJune 30, 2019 , respectively. Product gross profit for the three and six months endedJune 30, 2020 , included intangible assets amortization expense of$8.9 million and$17.7 million , respectively, compared with$7.7 million and$15.0 million , for the three and six months endedJune 30, 2019 , respectively. 41 -------------------------------------------------------------------------------- Table of Contents Service gross profit for the three months endedJune 30, 2020 , decreased 46% to$64.9 million , representing 49.8% of service revenue, compared with$120.1 million , representing 68.0% of service revenue, for the three months endedJune 30, 2019 . The lower service gross profit for the three months endedJune 30, 2020 , was primarily driven by lower service revenue and lower service gross profit margin. The lower service gross profit margin for the three months endedJune 30, 2020 , was primarily driven by the decrease in service revenue as a result of the Customer Relief Program. Service gross profit for the six months endedJune 30, 2020 , decreased 16% to$199 million , representing 60.5% of service revenue, compared with$236 million , representing 67.4% of service revenue, for the six months endedJune 30, 2019 . The lower service gross profit for the six months endedJune 30, 2020 , was primarily driven by lower service revenue and lower service gross profit margin. The lower service gross profit margin for the six months endedJune 30, 2020 , was primarily driven by the decrease in service revenue as a result of the Customer Relief Program. Service gross profit for the three and six months endedJune 30, 2020 , included share-based compensation expense of$5.2 million and$10.7 million , respectively, compared with$4.8 million and$9.3 million , for the three and six months endedJune 30, 2019 , respectively. Service gross profit for the three and six months endedJune 30, 2020 , included intangible assets amortization expense of$0.9 million and$1.8 million , respectively, compared with$1.0 million and$1.9 million , for the three and six and months endedJune 30, 2019 , respectively. As a result of the continued impacts from the COVID-19 pandemic, we expect that our production facilities may run at less than normal capacity in the third quarter of 2020. Accordingly, certain fixed production overhead costs may be expensed as incurred, reducing our gross profit margin. We cannot reliably estimate the extent to which the COVID-19 pandemic will impact our overall demand in the third quarter and beyond. Selling, General and Administrative Expenses Selling, general and administrative expenses include costs for sales, marketing, and administrative personnel, sales and marketing activities, tradeshow expenses, legal expenses, regulatory fees, and general corporate expenses. Selling, general and administrative expenses for the three months endedJune 30, 2020 , was$279 million , compared with$279 million for the three months endedJune 30, 2019 . Selling, general and administrative expenses for the six months endedJune 30, 2020 , increased by 6% to$587 million , compared with$553 million for the six months endedJune 30, 2019 . The changes in selling, general and administrative expenses for the three and six months endedJune 30, 2020 , were primarily driven by higher headcount, including expansion of our Asian and European teams, and increased infrastructure to support our growth, partially offset by lower marketing, travel, and training expenses, particularly in the second quarter of 2020. Selling, general and administrative expenses for the three and six months endedJune 30, 2020 , included share-based compensation expense of$49.6 million and$95.3 million , respectively, compared with$40.7 million and$79.3 million , for the three and six months endedJune 30, 2019 , respectively. Selling, general and administrative expenses for the three and six months endedJune 30, 2020 , included intangible assets amortization expense of$1.7 million and$3.4 million , respectively, compared with$1.4 million and$2.6 million , for the three and six months endedJune 30, 2019 , respectively. Our spending in the second quarter of 2020 reflected a curtailment of certain costs associated with the impact of the COVID-19 pandemic. While certain spending will continue to decrease in the third quarter of 2020 as a result of activities limited by the COVID-19 pandemic, much of our spending will continue. We will continue to support our customers, invest in innovation focused on the quadruple aim, and invest in manufacturing and our supply chain to ensure supply for our customers. Certain costs will decline as the underlying activities are restricted by the COVID-19 pandemic, including travel and related expenses, clinical trials, surgeon training, and customer data collection. We will eliminate spending that is ineffective due to the COVID-19 pandemic, such as surgeon and hospital events, and we are pausing the hiring of volume-related roles, such as sales representatives and manufacturing employees. 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. Research and development expenses for the three months endedJune 30, 2020 , increased by 19% to$143 million , compared with$121 million for the three months endedJune 30, 2019 . Research and development expenses for the six months endedJune 30, 2020 , increased by 10% to$290 million , compared with$265 million for the six months endedJune 30, 2019 . The increases in research and development expenses for the three and six months endedJune 30, 2020 , were primarily driven by higher personnel-related expenses and other project costs incurred to support a broader set of product development initiatives, including Ion and SP platform investments, informatics, advanced instrumentation, advanced imaging, and future generations of robotics, partially offset by lower intangible asset-related charges in the first quarter of 2020. 42 -------------------------------------------------------------------------------- Table of Contents Research and development expenses for the three and six months endedJune 30, 2020 , included share-based compensation expense of$27.4 million and$54.6 million , respectively, compared with$25.1 million and$47.9 million , for the three and six endedJune 30, 2019 , respectively. Research and development expenses for the three and six months endedJune 30, 2020 , included intangible asset charges of$3.1 million and$5.0 million , respectively, compared with$0.5 million and$21.3 million , for the three and six months endedJune 30, 2019 , 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 three and six months endedJune 30, 2020 , was$26.6 million , and$51.7 million , respectively, compared with$32.8 million and$60.3 million for the three and six months endedJune 30, 2019 , respectively. The decreases in interest and other income, net, for the three and six months endedJune 30, 2020 , were primarily driven by lower interest income earned, despite higher cash and investment balances, due to the decline in average interest rates and realized foreign exchange losses, partially offset by gains on the sale of certain securities. Income Tax Expense Income tax expense for the three months endedJune 30, 2020 , was$37.0 million , or 34.5% of income before taxes, compared with$75.4 million , or 19.2% of income before taxes, for the three months endedJune 30, 2019 . Income tax expense for the six months endedJune 30, 2020 , was$28.9 million , or 7.0% of income before taxes, compared with$51.1 million , or 7.6% of income before taxes, for the six months endedJune 30, 2019 . Our effective tax rate for the three and six endedJune 30, 2020 , and 2019, differs from theU.S. federal statutory rate of 21% primarily due to excess tax benefits associated with employee equity plans, the effect of income earned by certain overseas entities being taxed at rates lower than the federal statutory rate, and federal R&D credit benefit, partially offset by state income taxes (net of federal benefit) andU.S. tax on foreign earnings. Our effective tax rate for the three and six months endedJune 30, 2020 , reflected a$36.8 million increase in income tax expense discussed below. InJuly 2015 , aU.S. Tax Court opinion (the "2015 Opinion") was issued involving an independent third party related to charging foreign subsidiaries for share-based compensation. Based on the findings of theU.S. Tax Court, direct share-based compensation has been excluded from our intercompany charges starting in 2015. InJune 2019 , theNinth Circuit Court of Appeals (the "Ninth Circuit") reversed the 2015 Opinion (the "Ninth Circuit Opinion"). Subsequently, a re-hearing of the case was requested but was denied inNovember 2019 . InFebruary 2020 , a petition was filed to appeal the Ninth Circuit Opinion to theU.S. Supreme Court . The petition was denied by theU.S. Supreme Court onJune 22, 2020 , which makes the Ninth Circuit Opinion binding precedent in the Ninth Circuit. As a result, we increased our unrecognized tax benefits by$36.8 million with a corresponding increase in income tax expense for the three and six months endedJune 30, 2020 , related to the intercompany charges for share-based compensation for relevant periods before 2020. We will continue to monitor futureIRS actions or other developments regarding this matter and will assess the impact of any such developments to our income tax provision in the quarter that they occur. We are treating share-based compensation expense in accordance with the Ninth Circuit Opinion for 2020 and going forward. Our provision for income taxes for the three and six months endedJune 30, 2020 , included excess tax benefits associated with employee equity plans of$31.6 million and$97.0 million , which reduced our effective tax rate by 29.4 and 23.3 percentage points, respectively. Our provision for income taxes for the three and six months endedJune 30, 2019 , included excess tax benefits associated with employee equity plans of$11.3 million and$84.0 million , which reduced our effective tax rate by 2.9 and 12.5 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 instruments settled or vested, and the value assigned to employee equity awards underU.S. GAAP, which results in increased income tax expense volatility. We file federal, state, and foreign income tax returns in manyU.S. and OUS jurisdictions. Years before 2016 are closed for the 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 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. Due to the uncertainty related to the timing and potential outcome of audits, we cannot estimate the range of reasonably possible change in unrecognized tax benefits that may occur in the next 12 months. 43 -------------------------------------------------------------------------------- Table of Contents We are subject to the examination of our income tax returns by theIRS 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 (Loss) Attributable to Noncontrolling Interest in Joint Venture Net income (loss) attributable to noncontrolling interest in Joint Venture for the three months endedJune 30, 2020 , was$2.2 million , compared with$(1.9) million for the three months endedJune 30, 2019 . Net income (loss) attributable to noncontrolling interest in Joint Venture for the six months endedJune 30, 2020 , was$4.9 million , compared with$(4.4) million for the six months endedJune 30, 2019 . The increases in net income attributable to noncontrolling interest in Joint Venture were primarily due to increased revenue, partially offset by a re-measurement loss related to the contingent consideration during the three and six months endedJune 30, 2020 . Liquidity and Capital Resources Sources and Uses of Cash Our principal source of liquidity is cash provided by 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$0.22 billion to$6.07 billion as ofJune 30, 2020 , from$5.85 billion as ofDecember 31, 2019 , primarily from cash provided by our operations and proceeds from stock option exercises and employee stock purchases, partially offset by capital expenditures, taxes paid related to net share settlements of equity awards, and common stock repurchases. 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 upon 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 the sale of our products, will be sufficient to meet our liquidity requirements for the foreseeable future. However, as a result of the COVID-19 pandemic, we expect to experience reduced cash flow from operations as a result of decreased revenues and extending payment terms on sales and operating lease and usage-based arrangements. Moreover, we are focused on ensuring that we have adequate supplies on hand given the potential disruption of the COVID-19 pandemic to our suppliers and their supply chain and, accordingly, we expect to continue to increase inventory during the third quarter of 2020 and beyond. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our Form 10-K for the fiscal year endedDecember 31, 2019 , for discussion on the impact of interest rate risk and market risk on our investment portfolio. Condensed Consolidated Cash Flow Data The following table summarizes our cash flows for the six months endedJune 30, 2020 , and 2019 (in millions): Six Months Ended June 30, 2020 2019 Net cash provided by (used in) Operating activities$ 582.7 $ 649.2 Investing activities 419.6 (531.6) Financing activities (131.1) (220.4)
Effect of exchange rates on cash, cash equivalents, and restricted cash
(1.6) (1.3) Net increase (decrease) in cash, cash equivalents, and restricted cash$ 869.6 $ (104.1) 44
-------------------------------------------------------------------------------- Table of Contents Operating Activities For the six months endedJune 30, 2020 , net cash provided by operating activities of$583 million exceeded our net income of$386 million , primarily due to the following reasons: 1.Our net income included non-cash charges of$372 million , consisting primarily of the following significant items: share-based compensation of$187 million ; deferred income taxes of$53 million ; depreciation expense and losses on the disposal of property, plant, and equipment of$103 million ; and amortization of intangible assets of$25 million . 2.The non-cash charges outlined above were partially offset by changes in operating assets and liabilities that resulted in$176 million of cash used by operating activities during the six months endedJune 30, 2020 . Prepaid expenses and other assets increased by$96 million , primarily due to an increase in prepaid taxes, driven by the timing of tax payments, and an increase in leasing. Accrued compensation and employee benefits decreased by$83 million , primarily due to the payments of 2019 incentive compensation. Inventory, including the transfer of equipment from inventory to property, plant, and equipment, increased by$120 million , primarily due to the increased number of systems under operating lease and usage-based arrangements and build-up to address the growth in the business as well as to mitigate risks of disruption that could arise from trade, supply, or other matters, such as the COVID-19 pandemic. The unfavorable impact of these items on cash provided by operating activities was partially offset by a$137 million decrease in accounts receivable, primarily due to the timing of collections. Investing Activities Net cash provided by investing activities for the six months endedJune 30, 2020 , consisted primarily of proceeds from sales and maturities of investments (net of purchases of investments) of$673 million , the acquisition of property and equipment of$215 million , and the Orpheus Medical Acquisition, net of cash acquired, of$38 million . We invest predominantly in high quality, fixed income securities. Our investment portfolio may, at any time, contain investments inU.S. treasury andU.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, cash deposits, and money market funds. Financing Activities Net cash used in financing activities during the six months endedJune 30, 2020 , consisted primarily of taxes paid on behalf of employees related to net share settlements of vested employee stock purchases of$155 million and cash used in the repurchase of approximately 0.2 million shares of our common stock in the open market for$100 million , partially offset by proceeds from stock option exercises and employee stock purchases of$154 million . Capital Expenditures Our business is not capital equipment intensive. However, with the growth of our business and our investments in property and facilities and in manufacturing automation, capital investments in these areas have increased. We expect these capital investments to exceed$400 million in both 2020 and 2021. We intend to fund these needs with cash generated from operations. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance withU.S. GAAP. The preparation of these Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate our critical accounting estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no new or material changes to the critical accounting estimates discussed in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 , that are of significance, or potential significance, to the Company. 45
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