10-K/A
BOSTON SCIENTIFIC CORP (BSX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or |
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For the fiscal year ended December 31, 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File No. 1-11083
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 04-2695240 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234
(Address of Principal Executive Offices) (Zip Code)
508 683-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | BSX | New York Stock Exchange |
| 0.625% Senior Notes due 2027 | BSX27 | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorted period that the registrant was required to submit such files). Yes: ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes: ☐ No ☑
The aggregate market value of the registrant’s common stock held by non-affiliates was approximately $79.0 billion based on the last reported sale price of $54.09 of the registrant’s common stock on the New York Stock Exchange on June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter. (For this computation, the registrant has excluded the market value of all shares of common stock of the registrant reported as beneficially owned by executive officers, and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an affiliate of the registrant.)
The number of shares outstanding of Common Stock, $0.01 par value per share, as of January 31, 2024 was 1,467,095,627.
| Auditor Name: | Ernst & Young LLP | Auditor Location: | New York, NY | Auditor Firm ID: | 42 |
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Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be filed within 120 days of December 31, 2023 with the Securities and Exchange Commission in connection with its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
Boston Scientific Corporation (the “Company”) is filing this Amendment No. 1 (“Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Form 10-K”) filed with the Securities and Exchange Commission on February 20, 2024, solely to amend Exhibit 23, the Consent of Independent Registered Public Accounting Firm. On February 20, 2024, Ernst & Young LLP, the Company’s independent registered public accounting firm, provided to the Company a manually signed consent prior to the filing of the Form 10-K consenting to the incorporation by reference in certain Boston Scientific Corporation Registration Statements of its reports dated February 20, 2024, included in the Form 10-K. The consent attached as Exhibit 23 to the Form 10-K inadvertently omitted the conformed electronic signature of Ernst & Young LLP. The Company is amending the Form 10-K to include the executed copy of the consent including the conformed electronic signature of Ernst & Young LLP, which is attached as Exhibit 23 hereto. There are no other changes to the Form 10-K or the consent.
This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(3) The following documents are filed as a part of this Form 10-K/A:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: February 21, 2024 | Boston Scientific Corporation | |
|---|---|---|
| By: | /s/ Daniel J. Brennan | |
| Daniel J. Brennan | ||
| Executive Vice President and Chief Financial Officer | ||
| (duly authorized officer and principal financial officer) |
Document
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 Nos. 333-262937, 333-76346, 333-61994, and 333-64991) of Boston Scientific Corporation,
(2) Registration Statement (Form S-4 Nos. 333-131608 and 333-22581) of Boston Scientific Corporation,
(3) Registration Statement (Form S-8 Nos. 333-25033, 333-25037, 333-36636, 333-61056, 333-61060, 333-76380, 333-98755, 333-111047, 333-131608, 333-133569, 333-134932, 333-151280, 333-174620, 333-174622, 333-188905, 333-196672, 333-241022, and 333-264754) of Boston Scientific Corporation;
of our reports dated February 20, 2024, with respect to the consolidated financial statements and schedule of Boston Scientific Corporation and the effectiveness of internal control over financial reporting of Boston Scientific Corporation included in this Annual Report (Form 10-K) of Boston Scientific Corporation for the year ended December 31, 2023.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 20, 2024
Document
EXHIBIT 31.1
CERTIFICATIONS
I, Michael F. Mahoney, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Boston Scientific Corporation; and |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: February 21, 2024 | /s/ Michael F. Mahoney |
| --- | --- |
| Michael F. Mahoney | |
| Chief Executive Officer |
Document
EXHIBIT 31.2
CERTIFICATIONS
I, Daniel J. Brennan, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Boston Scientific Corporation; and |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: February 21, 2024 | /s/ Daniel J. Brennan |
| --- | --- |
| Daniel J. Brennan | |
| Executive Vice President and Chief Financial Officer |